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                                                                   Exhibit 10.10



                                 LEASE AGREEMENT

                                     BETWEEN

                            UCAR CARBON COMPANY INC.

                                   "LANDLORD"

                                       AND

                              UCAR GRAPH-TECH INC.

                                    "TENANT"



                                 January 1, 2000

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                                TABLE OF CONTENTS

                                                                       Page No.
Lease Agreement                                                            3
Article 1         Leased Premises                                          4
Article 2         Term of Lease                                            4
Article 3         Rent and Additional Rent                                 4
Article 4         Use                                                      5
Article 5         Repairs and Maintenance                                  6
Article 6         Alterations                                              6
Article 7         Utilities, Services and Taxes                            7
Article 8         Termination of Lease                                     9
Article 9         Signs and Property Loss                                  10
Article 10        Inspection by Landlord                                   10
Article 11        Assignment and Sub-Letting                               11
Article 12        Indemnification and Insurance                            14
Article 13        Default                                                  15
Article 14        Fire and Casualty                                        17
Article 15        Condemnation                                             17
Article 16        Relationship of Parties                                  18
Article 17        Notices                                                  19
Article 18        Covenant Against Liens; Subordination                    19
Article 19        Condition of Premises                                    19
Article 20        Tenant's Certificate                                     20
Article 21        Force Majeure                                            22
Article 22        Quiet Enjoyment                                          23
Article 23        Waiver                                                   23
Article 24        Memorandum of Lease                                      23
Article 25        Brokerage Fees                                           23
Article 26        Governing Law                                            24
Article 27        Holdover                                                 24
Article 28        Successor Landlord                                       24
Article 29        Entire Agreement                                         25
Article 30        Option for Additional Space                              25
Article 31        Right of First Refusal on Sale of the Property           26
Article 32        Landlord's Title                                         27
Article 33        Waiver of Lien                                           28
Article 34        Definition of Certain Terms                              28
Article 35        Satellite Dish Lease                                     29
Article 36        FASB 13                                                  29
Article 37        Disputes                                                 30

Exhibit "A"                                                                32
Exhibit "B"       Services                                                 36


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                                 LEASE AGREEMENT


         THIS AGREEMENT, made as of the 1st day of January, 2000, between UCAR
CARBON COMPANY INC., a Delaware corporation having offices at 3102 West End
Avenue, Suite 1100, Nashville, Tennessee, 37203, (hereinafter called
"Landlord"), and UCAR Graph-Tech Inc., a Delaware corporation having offices at
11709 Madison Avenue, Lakewood, Ohio, 44107 (hereinafter called "Tenant"),

                                   WITNESSETH

         WHEREAS, Landlord owns certain land, together with the buildings and
improvements located thereon, situated at West 117th Street and Madison Avenue,
City of Lakewood, County of Cuyahoga and State of Ohio (hereinafter called the
"Plant Site"); and

         WHEREAS, part of the Plant Site comprising approximately 207,000 square
feet as more particularly described and shown in Exhibit A attached hereto
(hereinafter called the "Premises") is used in conjunction with Tenant's
natural, acid-treated and flexible graphite business; and

         WHEREAS, Tenant wishes to lease the Premises in order to produce,
manufacture, store, transport and distribute natural, acid treated and flexible
graphite and related products;

         NOW, THEREFORE, in consideration of the rents reserved hereunder and
the mutual undertakings hereinafter set forth, Landlord and Tenant hereby
covenant and agree as follows:


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ARTICLE 1 - LEASED PREMISES

         1.1      Landlord hereby leases to Tenant and Tenant hereby takes and
                  hires from Landlord, upon and subject to the terms, covenants,
                  conditions and provisions of this Agreement, the Premises,
                  together with (i) access to the Premises through the use of
                  access roads, parking areas, common hallways, loading docks
                  and other designated areas of the Plant Site adjoining the
                  Premises; (ii) use of the conference rooms, restrooms,
                  lunchrooms and locker rooms located upon the Plant Site by
                  Tenant's employees, agents, contractors and invitees, and
                  (iii) exclusive parking rights for up to 200 personal vehicles
                  in the various parking areas at the Plant Site. Any use or
                  exercise of the aforesaid access, use and parking rights shall
                  be subject to the indemnification and insurance obligations of
                  this Agreement.

         1.2      Tenant's rights to the possession, occupation and use of the
                  Premises shall be subject to Landlord's exception and
                  reservation from the Premises of easement, access and other
                  necessary rights for any utility systems servicing the Plant
                  Site, whether now existing or hereafter installed upon the
                  Premises, including without limitation the right to maintain,
                  repair, replace, change the size of and remove.

ARTICLE 2 - TERM OF LEASE

         2.1      The term of this Agreement shall commence on January 1, 2000,
                  and shall expire on December 31, 2010 unless extended or
                  sooner terminated as otherwise provided herein.

         2.2      Tenant shall have the exclusive and irrevocable option to
                  extend the terms hereof for five additional periods of five
                  (5) years (the first extension commencing January 1, 2011 and
                  expiring December 31, 2015; the second extension commencing
                  January 1, 2016 and expiring December 31, 2020; the third
                  extension commencing January 1, 2021 and expiring December 31,
                  2025; the fourth extension commencing January 1, 2026 and
                  expiring December 31, 2030; the fifth extension commencing
                  January 1, 2031 and expiring December 31, 2035; each
                  individually referred to as the "Extended Term"), provided
                  that Tenant delivers to Landlord on or before the last day of
                  the then current term, written notice of its intention to so
                  extend the term. Any such extension shall be upon the same
                  terms and conditions as set forth herein, except as to the
                  extension option.

ARTICLE 3 - RENT AND ADDITIONAL RENT

         3.1      During the term hereof, Tenant shall pay to Landlord rent
                  equal to:

                  Initial Term   1/1/2000  - 12/31/2010    $213,210.00 per year
                        payable at the rate of $53,302.50 per quarter


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                  1st Extension     1/1/2011-12/31/2015    $228,870.00 per year
                        payable at the rate of $55,965.00 per quarter
                  2nd Extension     1/1/2016-12/31/2020    $235,064.00 per year
                        payable at the rate of $58,766.00 per quarter
                  3rd Extension     1/1/2021-12/31/2025    $246,817.00 per year
                        payable at the rate of $61,704.25 per quarter
                  4th Extension     1/1/2026-12/31/2030    $259,158.00 per year
                        payable at the rate of $64,789.00 per quarter
                  5th Extension     1/1/2031-12/31/2035    $272,116.00 per year
                        payable at the rate of $68,029.00 per quarter

                  Without notice or demand, in advance on the first day of each
                  calendar quarter during the term hereof, without any setoff,
                  counterclaim or deduction for any reason whatsoever. The rent
                  for any partial period at the commencement or termination of
                  the term hereof shall be apportioned and payable on a per diem
                  basis.

         3.2      During the term hereof, Tenant shall pay to Landlord as
                  Additional Rent, within ten (10) days after receipt of an
                  invoice, those charges for the respective Services (as defined
                  in Article 7.1) as shown on Exhibit B attached hereto.
                  Landlord reserves the right to adjust the charges from time to
                  time to reflect the actual fully absorbed costs for any
                  Services due to increased costs or Tenant's use thereof in
                  excess of 2000 annual budget projections. Upon written notice
                  from Landlord to Tenant, such revised additional rent shall
                  become due and payable in accordance with the provisions of
                  this Section.

         3.3      The Rent and Additional Rent shall be apportioned and adjusted
                  on a per diem basis for any monthly period at the commencement
                  or termination of this Agreement and shall be payable as of
                  such dates.

ARTICLE 4 - USE

         4.1      Tenant may use and occupy the Premises for the production,
                  storage, transportation, sale and distribution of carbon
                  and/or graphite, fuel cell, automotive, heat management, fire
                  protection and fluid sealing products and related products and
                  for any other lawful purpose incidental thereto, but for no
                  other purpose unless approved by Landlord. Tenant shall not
                  cause or permit any hazardous condition or nuisance to arise
                  or be maintained in, at or on the Premises.

         4.2      In its occupation and use of the Premises, Tenant shall comply
                  fully with all applicable local, State and Federal laws,
                  ordinances, orders, directives, rules and regulations. Tenant
                  shall not by reason of its use of the Premises at any time
                  throughout the term of this Agreement violate or cause to be
                  violated any laws, ordinances, orders, directives or rules or
                  regulations of any local, State or Federal authorities having
                  jurisdiction over the Plant Site and the reasonable rules and
                  regulations of the carriers insuring the Premises, or the
                  Board of Fire Underwriters or their equivalent, and such


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                  compliance and observation shall be at Tenant's sole cost and
                  expense. Tenant shall indemnify and hold harmless Landlord
                  from any claims, damages, loss, liability and obligation due
                  to any violation of this Section.

         4.3      Tenant shall not, without Landlord's consent, produce,
                  generate, emit, treat, recycle, store, bury or dispose of any
                  hazardous or toxic materials, substance or wastes upon the
                  Premises other than those normally generated in the Tenant's
                  business. If Federal, State or local regulations reduce the
                  amount of waste, which may be accumulated at the initial point
                  of generation, then Tenant shall comply with such
                  requirements.

         4.4      In its occupation and use of the Premises, Tenant shall comply
                  at a minimum with any health, safety or operating regulations
                  imposed by law with respect to the various areas and buildings
                  comprising the Plant in order to facilitate the safe
                  occupation and use of the Plant.

         4.5      There shall be no obligation to occupy or operate within the
                  Premises at any time.

ARTICLE 5 - REPAIRS AND MAINTENANCE

         5.1      Tenant shall take good care of the Premises and, at its sole
                  cost and expense, shall keep and maintain the Premises in a
                  clean and orderly condition and perform all necessary or
                  required maintenance, repairs, and replacements. Tenant shall
                  not cause or permit any waste (other than reasonable wear and
                  tear), damage or disfigurement to the Premises, or any
                  overloading of the floors of the Premises.

ARTICLE 6 - ALTERATIONS;  IMPROVEMENTS

         6.1      The Tenant shall have the right to make alterations and
                  improvements from time to time without the written consent of
                  the Landlord, both structural and non-structural, including
                  additions thereto and demolition thereof, upon the conditions,
                  however, that following such alterations or improvements there
                  shall be no decrease of rental space or value of any building
                  upon the Premises or change in the general character of the
                  Plant Site and that such alterations or improvements shall
                  comply with all applicable zoning ordinances, building
                  regulations, relevant statutes, ordinances and requirements of
                  all federal, state and municipal departments, and the local
                  Board of Fire Underwriters.

         6.2      Any alterations or improvements made under this Article shall
                  be made at the Tenant's sole cost and expense and Tenant shall
                  be entitled to any and all salvage. Landlord shall cooperate
                  with Tenant in any governmental applications or otherwise in
                  making said alterations and improvements, provided, however,
                  such cooperation shall be without cost or expense to Landlord.


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         6.3      Tenant shall be entitled to any investment tax credit and for
                  depreciation on any equipment or other property placed by
                  Tenant in the Premises, or additions or replacements to the
                  building or the Premises made by Tenant. Landlord agrees to
                  execute any and all documents necessary to pass through to
                  Tenant the investment tax credit involved.

ARTICLE 7 - UTILITIES, SERVICES AND TAXES

         7.1      Subject to and except as otherwise provided in Article 7.3:

                           (a)      Landlord shall provide, or cause to be
                                    provided, to the Premises those services in
                                    the respective quantities and subject to the
                                    specifications and limitations as set forth
                                    in Exhibit B attached hereto (hereinafter
                                    individually and collectively called the
                                    "Services"). Pursuant to Article 3.2, Tenant
                                    shall reimburse Landlord for the
                                    fully-absorbed costs of providing the
                                    Services based upon the charges as set forth
                                    in Exhibit B.

                           (b)      Landlord will provide, or cause to be
                                    provided, the Services solely in conjunction
                                    with the demise of the Premises and as
                                    necessary in order to permit Tenant to enjoy
                                    the full use and occupation thereof. Tenant
                                    shall not make available or resell any
                                    Services delivered hereunder to any other
                                    party. The Services provided by Landlord, or
                                    caused to be provided, shall not be deemed
                                    evidence that Landlord is operating or
                                    holding itself out as a public utility or
                                    that it will make available the Services to
                                    any other party.

                           (c)      Landlord shall not be liable to Tenant for
                                    any claims, damages, loss or liability due
                                    to (i) Landlord's inability or failure to
                                    furnish, or cause to be furnished, any of
                                    the Services pursuant to the provisions of
                                    Exhibit B on account of any force majeure
                                    occurrence as described in Article 21.1,
                                    (ii) any failure of Landlord's utility
                                    suppliers to provide adequate and reliable
                                    service which affects Landlord's ability to
                                    provide, or cause to be provided, any of the
                                    Services, or (iii) any failure, interruption
                                    or curtailment of any of the Services due to
                                    equipment, labor or other problems which do
                                    not arise out of the gross negligence or
                                    willful misconduct of Landlord, its
                                    employees, agents or contractors. In no
                                    event shall Landlord be liable to Tenant for
                                    any special, incidental or consequential
                                    damages due to any failure, interruption or
                                    curtailment of any of the Services.

                           (d)      In the event of any force majeure occurrence
                                    as to any of the Services or any other
                                    failure, interruption or curtailment


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                                    of such Services which prevents Landlord
                                    from having adequate capacity to supply its
                                    own needs and those of Tenant, Landlord
                                    shall have the right to allocate the
                                    available quantity of any such Service on a
                                    fair and reasonable basis according to the
                                    respective prior usage demands of Landlord,
                                    Tenant and other tenants of the Plant Site.

         7.2      In the event that Landlord cannot lawfully provide, or cause
                  to be provided, any of the Services without qualifying as a
                  public utility or without violation of applicable utility
                  tariffs, then (i) Landlord shall have no further liability or
                  obligation to provide, or cause to be provided, any of such
                  Services, (ii) Landlord's failure to provide, or cause to be
                  provided, such Services for any of the reasons specified in
                  this Section shall not be deemed a partial or constructive
                  eviction, and (iii) Landlord and Tenant shall cooperate in
                  good faith in order to permit Tenant's receipt of any of such
                  Services directly from a third-party utility supplier;
                  provided, however, that all costs and expenses arising out of
                  such changeover shall be shared equally by Tenant and
                  Landlord, subject to Landlord's prior written approval of any
                  such proposed work. In the event that Landlord ceases to
                  provide, or cause to be provided, any of the Services pursuant
                  to the immediately preceding sentence, then the applicable
                  additional rent payable pursuant to Section 3.2 shall be
                  eliminated.

         7.3      Upon written notice to Tenant, Landlord shall have no further
                  obligation to provide the Services and Tenant shall operate
                  the Facilities for the benefit of the Plant Site and any
                  tenants of Landlord, as may exist from time to time, subject
                  to their equitable contribution of any costs related to
                  Services furnished for their benefit. Upon assuming
                  responsibility for operation of the Facilities, Tenant shall
                  have no further payment obligations under Section 3.2 and
                  Tenant shall have and enjoy all protections granted to
                  Landlord under Sections 7.1 and 7.2 as though Tenant were
                  Landlord for such purposes.

         7.4      Tenant shall reimburse Landlord, as they become due, for (i)
                  Tenant's proportionate share of ad valorem taxes and
                  assessments levied, assessed or imposed upon the Premises and
                  apportioned to the term hereof; and (ii) any taxes, excises or
                  other governmental impositions payable by Landlord (other than
                  those as measured by net income) which arise due to any
                  payments of rent, additional rent or other amounts made
                  hereunder.

         7.5      Tenant's proportionate share of ad valorem taxes and
                  assessments applicable to the Premises which shall be payable
                  pursuant to Section 7.4 shall be determined based upon the
                  ratio which the valuation of the Premises for tax purposes
                  represents to the total valuation of the Plant Site for tax
                  purposes. Representatives of Landlord and Tenant shall meet
                  annually to review this matter and determine a suitable ratio.

         7.6      Landlord shall pay when due all ad valorem taxes and
                  assessments levied, assessed or imposed upon the Premises
                  during the term hereof. If at any


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                  time Landlord defaults in the payment of any ad valorem taxes
                  and assessments due upon the Premises, including any taxes and
                  assessments due upon adjoining property comprising part of the
                  same tax parcel, then upon ten (10) day's prior written notice
                  to Landlord, Tenant shall have the right to pay the same and
                  deduct such payment from its monthly rent.

         7.7      Tenant shall pay and discharge when due all personal property
                  taxes applicable to its property located upon the Premises and
                  all income, business, Social Security and other taxes, levies,
                  impositions and contributions required by any Federal, State
                  or local authority applicable to Tenant's business conducted
                  upon the Premises. Tenant shall indemnify and hold harmless
                  Landlord from any liability for such taxes, levies,
                  impositions and contributions.

         7.8      If at any time during the term of this Agreement, (i) a tax,
                  excise or other imposition is levied, assessed or imposed upon
                  or measured by the rent, additional rent or other charges
                  payable by Tenant hereunder, other than a tax, excise or
                  imposition as measured by net income, or (ii) a capital levy
                  or other imposition is made based on the value of the Premises
                  or Tenant's property within the Premises, or (iii) some other
                  form of assessment based in whole or in part on some other
                  valuation of the property then comprising the Premises is
                  imposed, then, and in any such event, Tenant shall reimburse
                  Landlord for any such tax, excise, levy or imposition paid by
                  it.

         7.9      All payments required to be made by Tenant to Landlord under
                  this Section 7 shall be payable as additional rent within ten
                  (10) days after written demand therefor and shall be payable
                  even though the term hereof (including and extensions) has
                  expired, provided that they are applicable to any tax period
                  falling within said term (including any extensions).

ARTICLE 8 - TERMINATION OF LEASE

         8.1      At the expiration or earlier termination of the term, Tenant
                  shall promptly vacate and yield up the Premises, broom clean
                  and in the same condition or order and repair in which they
                  are required to be kept throughout the term hereof, reasonable
                  wear and tear excepted.

         8.2      Upon the termination of this Agreement, Tenant shall have the
                  right to remove all of Tenant's property which has been
                  affixed, attached or otherwise made part of the Premises or
                  any fixtures or equipment belonging to Tenant which it is
                  permitted to remove pursuant to Section 6.2; provided,
                  however, that in performing such work Tenant shall not impair
                  the structural integrity or the utility systems of the
                  buildings comprising the Plant Site and that in each instance
                  Tenant repairs any damages to the Premises due to the
                  installation or removal of such property. Any fixtures,
                  equipment or other property of Tenant remaining upon the
                  Premises at the expiration or termination of this Agreement
                  shall be deemed abandoned and may be removed or otherwise
                  disposed of by Landlord without any notice of liability or
                  obligation to Tenant, but


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                  Tenant shall remain liable to reimburse Landlord for the cost
                  of performing any such work.

         8.3      Anything to the contrary contained herein notwithstanding,
                  upon the expiration or other termination of this Agreement,
                  Tenant shall remain liable at its sole expense: (i) to make
                  any repairs to the Premises as required in Article 8, (ii) to
                  remove and dispose of properly any garbage, waste or other
                  debris, (iii) to remove and dispose of any other property
                  abandoned upon the Premises, and (iv) to eliminate any
                  nuisances or hazardous conditions. In the event the Tenant
                  does not promptly perform any such work as requested by
                  Landlord, Tenant shall be liable to reimburse Landlord the
                  cost of so doing.

ARTICLE 9 - SIGNS AND PROPERTY LOSS

         9.1      Tenant may, subject to the prior written consent of the
                  Landlord, which consent shall not be unreasonable withheld or
                  delayed, cause the installation, at Tenant's cost and expense,
                  of such signs as it may require to identify Tenant's occupancy
                  of the Premises. Tenant shall be responsible to repair any
                  damage to the Premises caused by such installation, and Tenant
                  shall remove such signs at the expiration or other termination
                  of the term hereof and repair any damage caused by such
                  removal. Tenant shall fully comply with all requirements of
                  law pertaining to installation and use of such signs. Tenant
                  may, in compliance with law, install directional signs in the
                  parking areas, or at or near the street, directing traffic
                  from the street to the parking or loading areas of the
                  Premises.

         9.2      Tenant shall be solely liable for the security of any of its
                  property located upon the Premises. In no event shall Landlord
                  be liable for any loss, theft, or destruction of any property
                  located upon the Premises of any bodily injury, death,
                  sickness or disease of any employees, agents, contractors or
                  invitees of Tenant from any cause whatsoever, including
                  without limitation, the leakage or escape of any steam,
                  electricity, gas, water, sewage, compressed air or other
                  utility service, the existence of any ice or show upon any
                  sidewalks, driveways or parking areas adjoining the Premises,
                  the state of repair of the Plant Site or the Premises or any
                  latent defect therein; and Tenant shall indemnify and hold
                  harmless Landlord from all claims, damages, losses and
                  liability on account of such matters.

ARTICLE 10 - INSPECTION BY LANDLORD

         10.1     No more than once per year during normal business hours and at
                  any time in the event of emergency, Tenant shall upon
                  reasonable notice permit Landlord and the agents and
                  contractors of Landlord to enter the Premises for the purpose
                  (i) inspecting the same, (ii) during the final year of the
                  term showing the Premises to any prospective tenants or
                  purchasers, or (iii) performing any work as provided under
                  Article 10.2.


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         10.2     Landlord reserves the right at any time to enter upon the
                  Premises and to make any necessary repairs thereto, including
                  without limitation any repairs to steam or utility lines, to
                  maintain a fire watch for insurance purposes or to take any
                  other actions as may be necessary or appropriate to eliminate
                  any nuisances or any dangerous, harmful or unhealthful
                  condition existing thereon. The reservation of such rights
                  shall not be deemed to be an acknowledgement of or imply any
                  duty or obligation on the part of Landlord to perform any such
                  actions, except where the obligation to do so is otherwise
                  specifically set forth herein. Tenant shall be solely liable
                  for the condition and upkeep of the Premises.

ARTICLE 11 - ASSIGNMENT, SUBLETTING AND MORTGAGES BY TENANT

         11.1     Landlord hereby consents that the Tenant may sublet the
                  Premises or any portion thereof, or license or enter into
                  concession agreements covering departments therein and may
                  assign this Lease in writing, provided that:

                           (a) No such assignment nor the acceptance of rent by
                           the Landlord from such assignee shall relieve,
                           release or in any manner affect the liability of the
                           Tenant;

                           (b) Any such assignee shall, in writing, assume and
                           agree to keep, observe and perform all of the
                           agreements, conditions, covenants and terms of this
                           Lease on the part of the Tenant to be kept, observed
                           and performed and shall be, and become jointly and
                           severally liable with the Tenant for the
                           non-performance thereof accruing from said date;

                           (c) No further or additional assignment of the Lease
                           shall be made except upon compliance with and subject
                           to the provisions of this Article; and

                           (d) Any subletting shall be subject to all the terms,
                           conditions and covenants of this Lease.

         11.2     Tenant shall have the right to mortgage Tenant's interest in
                  this Lease, or to assign, pledge or hypothecate the same as
                  security for any leasehold mortgage. No leasehold mortgage
                  shall be binding upon Landlord in the enforcement of its
                  rights and remedies herein and by law provided, unless and
                  until an executed counterpart thereof, together with the
                  address of the leasehold mortgagee thereunder, shall have been
                  delivered to Landlord.

         11.3     Whenever any leasehold mortgage shall be in effect, the
                  following provisions shall apply:


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                           (a) When giving notice to Tenant with respect to any
                           default under the provisions of this Lease, Landlord
                           will also serve a copy of such notice upon the
                           leasehold mortgagee and no such notice to Tenant
                           shall be effective unless a copy of such notice is so
                           served upon the leasehold mortgagee; a copy of such
                           notice shall be deemed served upon the leasehold
                           mortgagee if sent by Landlord, by registered or
                           certified mail, to the address of the leasehold
                           mortgagee as shown on the executed counterpart of the
                           leasehold mortgage delivered to Landlord pursuant to
                           Section 11.2;

                           (b) The leasehold mortgagee will have the same period
                           after the serving of any notice as aforesaid upon it
                           for curing a default in the payment of fixed rent or
                           additional rent or causing the same to be cured as is
                           given Tenant after notice to Tenant;

                           (c) In case Tenant shall default under any of the
                           provisions of this Lease, the leasehold mortgagee
                           shall have the right to cure such default whether the
                           same consists of the failure to pay fixed rent or
                           additional rent or the failure to perform any other
                           act which Tenant is hereby required to do or perform
                           and Landlord shall accept such performance on the
                           part of the leasehold mortgagee as though the same
                           had been done or performed by Tenant;

                           (d) In case Tenant shall default under any of the
                           provisions of this Lease, other than in the payment
                           of the fixed rent or additional rent, Landlord will
                           take no action to effect a termination of this Lease
                           without first giving notice to the leasehold
                           mortgagee; and

                                    (i) The leasehold mortgagee shall have a
                                    period of twenty (20) days within which
                                    either to obtain possession of the Premises
                                    or to institute foreclosure proceedings or
                                    obtain the appointment of a receiver, or
                                    otherwise acquire Tenant's interest under
                                    this Lease, and an additional period of
                                    thirty (30) days thereafter within which to
                                    cure such default (except that in the case
                                    of a default which cannot be cured with due
                                    diligence within such period of thirty (30)
                                    days whether due to unavoidable delays or
                                    otherwise, such period shall be extended for
                                    such time as may be necessary to cure the
                                    default except as prevented by unavoidable
                                    delays); or

                                    (ii) In case of a default which is not
                                    susceptible of being cured by the leasehold
                                    mortgagee as provided in subdivision (i)
                                    above, the Landlord will further extend the
                                    periods referred to in such subdivision (i)
                                    to permit the leasehold mortgagee to
                                    complete diligent foreclosure


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                                    proceedings and thereafter to cure
                                    diligently such default provided, however,
                                    that the leasehold mortgagee shall not be
                                    required to continue such possession or
                                    continue such foreclosure proceedings or
                                    receivership if the default shall be cured;
                                    and provided further that during any such
                                    time there shall be no default in the
                                    payment of the fixed rent or additional
                                    rent;

                           (e) Any leasehold mortgagee may become the legal
                           owner and holder of this Lease by foreclosure of its
                           leasehold mortgage or as a result of the assignment
                           of this Lease in lieu of foreclosure, and in such
                           event, the leasehold mortgagee shall assume due
                           performance of the obligations on Tenant's part to be
                           performed under this Lease;

                           (f) If, by reason of any default by Tenant, this
                           Lease shall be terminated by Landlord prior to the
                           expiration of the term of this Lease, Landlord will
                           enter into a new lease of the Premises with the
                           leasehold mortgagee for the remainder of the term
                           commencing as of the effective date of such
                           termination, at the fixed rent and additional rent
                           and upon the covenants, agreements, terms,
                           provisions, conditions and limitations herein
                           contained, provided that:

                                    (i) Such leasehold mortgagee makes written
                                    request upon Landlord for such new lease
                                    within thirty (30) days from the date of
                                    such termination; and

                                    (ii) At the time of the execution and
                                    delivery of such new lease such leasehold
                                    mortgagee shall have paid to Landlord any
                                    and all fixed rent and additional rent which
                                    would at the time of the execution and
                                    delivery thereof be due under this Lease for
                                    such termination and pays any and all
                                    expenses, including reasonable counsel fees,
                                    court costs and disbursements incurred in
                                    connection with any such default and
                                    termination as well as in connection with
                                    the execution and delivery of such new
                                    lease, less the net income collected by
                                    Landlord subsequent to the date of
                                    termination of this Lease and prior to the
                                    execution and delivery of the new lease (any
                                    excess of such net income over the aforesaid
                                    sums and expenses to be applied in the
                                    payment of the fixed rent thereafter
                                    becoming due under such lease); and

                                    (iii) Such new lease to the leasehold
                                    mortgagee shall require that all defaults
                                    existing under this lease, other than


                                       13
<PAGE>   14

                                    in the payment of fixed rent and additional
                                    rent, be cured with due diligence.

         11.4     Landlord agrees to execute such further modifications or
                  amendments of this Lease (except with respect to the
                  provisions for payment of fixed rent and additional rent and
                  the term hereunder) as such leasehold mortgagee may reasonably
                  require, so long as such modifications or amendments shall not
                  decrease Tenant's obligations hereunder or increase Landlord's
                  obligations hereunder, and provided that such modifications or
                  amendments shall be approved by the holder of the
                  Institutional First Mortgage.

         11.5     The Tenant shall always, and notwithstanding any such
                  assignment, mortgage or subletting or subleasing and/or
                  granting concession, and notwithstanding the acceptance of
                  rent by the Landlord from any such assignee, mortgagee or
                  subtenant, remain liable for the payment of rent hereunder and
                  for the performance of the agreements, conditions, covenants
                  and terms herein contained, on the part of the Tenant herein
                  to be kept, observed or performed.

ARTICLE 12 - INDEMNIFICATION AND INSURANCE

         12.1     Tenant hereby releases and shall indemnify and hold harmless
                  Landlord from all claims, damages, loss and liability,
                  including reasonable attorneys' fees, on account of any bodily
                  injury, sickness, disease, death, property damage,
                  contamination, pollution or environmental damage or condition
                  arising out of possession, operation or use of the Premises,
                  the adjoining streets, alleys, parking areas, passageways and
                  loading docks by Tenant, its employees agents, contractors,
                  customers or invitees, except where caused by the willful act
                  or gross negligence of Landlord its employees, agents,
                  contractors or invitees or other tenants.

         12.2     It is understood that Tenant shall be responsible for
                  obtaining or maintaining insurance coverage for any of
                  Tenant's personal property or fixtures maintained upon the
                  Premises. Tenant shall release and indemnify and hold harmless
                  Landlord from any claims, damages, loss or liability arising
                  as a result of damage or destruction to such property or
                  fixtures in the event of a fire or other occurrence or any
                  other condition now existing or hereafter arising upon the
                  Premises. Tenant shall obtain from its insurance carriers a
                  waiver of the right of subrogation against Landlord for any
                  loss or damage by fire or any other cause within the scope of
                  said fire and extended coverage insurance policies.

         12.3     At its sole cost and expense, Tenant shall maintain and keep
                  in effect throughout the term of this Agreement, insurance
                  against claims for bodily injury (including sickness, disease,
                  and death) and property damage occurring upon, in or about the
                  Premises and the adjoining streets, alleys, parking areas and
                  passageways, under policies of general liability insurance,
                  including broad form contractual liability and automobile


                                       14
<PAGE>   15

                  insurance, with limits of not less than one million dollars
                  ($1,000,000) per occurrence for one (1) person, five million
                  dollars ($5,000,000) per occurrence for two (2) or more
                  persons, and one million ($1,000,000) for property damage. The
                  aforesaid minimum insurance limits shall in no way limit or
                  diminish Tenant's liability to Landlord pursuant to Section
                  12.1

         12.4     At its sole cost and expense, Tenant shall maintain and keep
                  in effect during the term hereof worker's compensation and
                  employer's liability insurance in the minimum amounts as
                  required by law.

         12.5     Upon the execution hereof, Tenant shall furnish to Landlord
                  certificates of insurance as evidence of the insurance
                  coverage required under Sections 12.2, 12.3, and 12.4, and
                  each such policy of insurance shall name Landlord as an
                  additional insured and provide that it shall not be amended,
                  modified or cancelled, except upon thirty (30) days' prior
                  written notice to Landlord.

         12.6     In no event shall Landlord be liable to Tenant for any
                  special, indirect, incidental or consequential damages on
                  account of any default by Landlord under this Agreement or any
                  claims, damages or losses of Tenant arising out of its
                  possession, occupation or use of the Premises.

         12.7     With respect to any fire and extended coverage insurance
                  policy carried by Landlord upon the Plant Site, Landlord
                  shall, to the extent available, obtain a waiver of subrogation
                  by its insurer against Tenant, except to the extent of any
                  deductible amount under such coverage.

ARTICLE 13 - DEFAULT

         13.1     Each of the following shall be deemed a default by Tenant and
                  a breach of this agreement:

                  (a)      filing of a petition for adjudication as a bankrupt,
                           or for reorganization, or for an arrangement under
                           any Federal or State statute;

                  (b)      dissolution or liquidation of Tenant, without the
                           transfer to and assumption by a financially
                           responsible third-party of this Agreement;

                  (c)      appointment of a permanent or temporary receiver or a
                           permanent or temporary trustee of all or
                           substantially all the property of Tenant;

                  (d)      taking possession of the property of Tenant by a
                           governmental officer or agency pursuant to statutory
                           authority for dissolution, rehabilitation,
                           reorganization or liquidation; and

                  (e)      making by Tenant of an assignment for the benefit of
                           creditors.

                  If any event mentioned in this subdivisions (a-e) shall occur,
                  Landlord may thereupon or at any time thereafter elect to
                  cancel this Agreement upon ten (10) days' prior written notice
                  to Tenant and this Agreement


                                       15
<PAGE>   16

                  shall terminate on the day in such notice specified with the
                  same force and effect as if that date were the date herein
                  fixed for the expiration of the terms of this Agreement.

                  (f)      Default in the payment of the rent or additional rent
                           herein reserved or any party thereof for a period of
                           fifteen (15) days after receipt of written notice
                           concerning such default.

                  (g)      Default in the performance of any other covenant or
                           condition of this Agreement on the part of Tenant to
                           be performed for a period of thirty (30) days after
                           written notice from Landlord specifying the nature of
                           such default. For purposes of this subdivision, no
                           default on the part of Tenant in performance of work
                           required to be performed on acts to be done shall be
                           deemed to exist if after receipt of the aforesaid
                           notice Tenant diligently takes action to rectify the
                           same and prosecutes such action to completion with
                           reasonable diligence, subject, however, to
                           unavoidable delays.

         13.3     In case of any such default under Article 13.1(f) or (g) and
                  at any time thereafter following the expiration of the
                  respective grace periods above-mentioned, Landlord may serve a
                  notice upon the Tenant electing to terminate this Agreement
                  upon a specified date not less than ten (10) days after the
                  date of serving such notice and this Agreement shall expire on
                  the date so specified as if that date had been originally
                  fixed as the expiration date of the term herein granted and
                  all rent and additional rent applicable to the balance of the
                  term hereof or any then existing extension term shall
                  thereupon become due and payable. However, a default under
                  Section 13.1(f) or (g) shall be deemed waived if such default
                  is cured before the date specified for termination in the
                  notice of termination served on Tenant pursuant to this
                  Section.

         13.4     In the event this Agreement shall be terminated pursuant to
                  this Article or by summary proceedings or otherwise, Landlord
                  shall mitigate its damages and Landlord may, in its own name
                  and in its own behalf, relet the whole or any portion of the
                  Premises, for any period equal to or greater of less than the
                  remainder of the then current term for any sum which it may
                  deem reasonable, to any Tenant which it may suitable and
                  satisfactory, and for any use and purpose which it may deem
                  appropriate, and in connection with any such lease Landlord
                  may make such changes in the character of the improvements on
                  the Premises as Landlord may determine to be appropriate or
                  helpful in effecting such lease. However, in no event shall
                  Landlord be under any obligation to pay or credit Tenant with
                  any surplus of any sums received by Landlord on a reletting of
                  the Premises in excess of the rent reserved in this Agreement.

         13.5     All remedies specified in this Section shall be non-exclusive
                  and Landlord's reliance upon such remedies shall not preclude
                  it from availing itself of any other rights or remedies which
                  it may have at law or in equity.


                                       16
<PAGE>   17

ARTICLE 14 - FIRE AND CASUALTY

         14.1     In the event of any damage to or destruction of the Premises
                  by fire or other occurrence so that twenty percent (20%) or
                  more of the building floor area comprising the Plant or the
                  Premises becomes untenable or unfit for occupancy, then within
                  thirty (30) days after the date of such occurrence, either
                  Landlord or Tenant shall have the right to elect by written
                  notice to the other to cancel this Agreement as of the date of
                  such damage or destruction, in which event the rent and
                  additional rent shall be apportioned to such date. If neither
                  party duly elects to cancel this Agreement pursuant to the
                  immediately preceding sentence, then Landlord shall repair and
                  restore the Premises to substantially their same condition
                  prior to such occurrence using reasonable speed and dispatch
                  and the rent and additional rent shall be equitably abated as
                  set forth in the following Section from the date of such
                  occurrence until the date when repairs are completed.

         14.2     In the event of any fire or other occurrence which damages or
                  destroys less than twenty (20%) of the building floor area
                  comprising the Premises, Landlord shall repair and restore the
                  Premises with reasonable speed and dispatch, and the rent and
                  additional rent shall be equitably abated in the same
                  proportion that the area of the Premises which shall be
                  untenable of unfit for occupancy by Tenant in the conduct of
                  its business represents to the total area of the Premises,
                  from the date of such destruction until the completion of such
                  repairs.

         14.3     In the event that a fire or other occurrence as provided in
                  Section 14.2 happens during the final 180 days of the term
                  hereof, or any extension periods, Landlord shall not be
                  obligated to repair and restore the Premises, and this
                  Agreement shall remain in full force and effect, subject to an
                  equitable abatement of rent, fees and additional rent, until
                  the expiration of the term hereof.

         14.4     In no event shall Landlord have any liability or obligation to
                  Tenant with respect to the repair or restoration of any
                  property of Tenant located upon the Premises due to any fire
                  or other occurrence. In the event this Agreement is cancelled
                  pursuant to Section 14.1, then Tenant shall remain obligated
                  promptly to remove or eliminate any nuisance or dangerous,
                  harmful or unhealthful condition then existing on or about the
                  Premises due to its use thereof.

ARTICLE 15 - CONDEMNATION

         15.1     If due to any condemnation or taking by any public or
                  quasi-public authority or other party having the right of
                  eminent domain, (i) twenty percent (20%) or more of the
                  building floor area comprising the Premises is taken, or (ii)
                  access to the Premises is permanently denied, then and in any
                  of the aforesaid events' the term of this Agreement shall, at
                  the option of Tenant, cease and become null and void from the
                  date when the party


                                       17
<PAGE>   18

                  exercising the power of eminent domain actually takes or
                  interfered with the use of the Premises or denies access
                  thereto. Rent and additional rent shall be apportioned to the
                  time of surrender of the Premises.

         15.2     Tenant shall have a separate and independent claim for the
                  following:

                           (i) For the taking of or damage to its and its
                           subtenants', licensees' and fixtures, furniture and
                           furnishings, partitions, operating equipment,
                           inventory and personal property, whether or not the
                           same are permanently attached to the realty and
                           whether or not they can be easily removed without
                           substantial injury to the freehold, and for the value
                           of this Lease;

                           (ii) Any claim now or hereafter permitted by law for
                           costs of removal from the condemned premises or
                           relocation;

                           (iii) Any claim now or hereafter permitted by law for
                           loss or interruption of Tenant's business;

                           (iv) Any claim for a temporary taking of all or any
                           part of the Premises.

         15.3     In the event of any partial taking which does not cause a
                  termination of this Agreement pursuant to Section 15.1, then
                  the rent and additional rent shall abate in an amount mutually
                  acceptable to Landlord and Tenant based on the effect the
                  taking shall have on Tenant's operation and the relationship
                  that the area of the Premises taken bears to the area of the
                  Premises prior to such condemnation.

         15.4     After any condemnation or other taking as specified in Section
                  15.1 and 15.2, Landlord shall, at its sole cost and expense,
                  to the extent permitted by applicable law and as the same may
                  be practicable on the Plant Site, promptly make such repairs
                  and alterations in order to restore the remainder of the
                  Premises to their same condition existing prior to the
                  condemnation or taking.

ARTICLE 16 - RELATIONSHIP OF PARTIES

         16.1     The execution of this Agreement shall not be deemed to create
                  a partnership, agency or other business relationship between
                  Landlord and Tenant, other than the tenancy created hereunder,
                  and Tenant shall be solely and exclusively liable for all
                  claims, damages, losses, liabilities and obligations arising
                  out of the conduct of its business upon the Premises,
                  including the payment of all taxes with respect thereto.


                                       18
<PAGE>   19

ARTICLE 17 - NOTICES

         17.1     Any notices or communications required or permitted hereunder
                  shall be deemed sufficiently given if sent by commercial
                  courier service or United States Postal Service, certified
                  mail, postage prepaid, return receipt requested, to the
                  respective parties at the following addresses:

                           if to Landlord:

                                    UCAR Carbon Company
                                    3102 West End Avenue
                                    Suite 1100
                                    Nashville, Tennessee  37203
                                    Attention:  General Counsel

                           if to Tenant:

                                    UCAR Graph-Tech
                                    11709 Madison Avenue
                                    Lakewood, Ohio  44109
                                    Attention:  President

                  Either party may change the persons or addressed to which
                  notice or other communications are to be sent to it by giving
                  written notice of any such changes in the manner provided
                  herein for giving notice. Notices shall be deemed given on the
                  date of delivery or the date of refusal to accept delivery by
                  the addressee (either as confirmed by the United States Postal
                  Service or commercial courier service, as the case may be).

ARTICLE 18 - COVENANT AGAINST LIENS; SUBORDINATION

         18.1     Tenant shall not encumber, or suffer or permit to be
                  encumbered, the Premises or the fee thereof by any lien,
                  charge or encumbrance, and Tenant shall have the authority to
                  mortgage or hypothecate this Agreement in any way whatsoever.
                  The violation of this Article shall be considered a breach of
                  this Agreement. Within thirty (30) days after notice thereof,
                  Tenant shall satisfy or otherwise cause to be removed of
                  record any mechanic's, materialmen's or other lien or
                  encumbrance filed against the Premises arising out of its
                  occupancy and use of the Premises.

ARTICLE 19 - CONDITION OF PREMISES

         19.1     Tenant has inspected the Premises and accepts the same "as
                  is", without any reliance whatsoever upon any representation,
                  warranty or guarantee, either express or implied, by Landlord,
                  its employees or agents as to the condition of state of repair
                  of the Premises.


                                       19
<PAGE>   20

         19.2     LANDLORD MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES,
                  EITHER EXPRESS OR IMPLIED, AS TO THE PREMISES OR ANY FIXTURES
                  COMPRISING ANY PART THEREOF. NO WARRANTY OR GUARANTEE SHALL BE
                  IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE
                  (OTHER THAN THE WARRANTY OF TITLE AS PROVIDED UNDER THE
                  UNIFORM COMMERCIAL CODE) OR OTHERWISE AS TO ANY SUCH PROPERTY
                  OR FIXTURES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
                  MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR
                  PURPOSE.

ARTICLE 20 - SUBORDINATION AND ESTOPPEL

         20.1     At the option of Landlord, this Lease shall be subordinate at
                  all times to the lien of any institutional first mortgage
                  (meaning a first mortgage or a deed of trust held by a bank,
                  savings and loan association, insurance company or pension
                  fund) as security for any note, debenture, bond or otherwise
                  in any amount which may hereafter be placed on the Premises or
                  the Plant Site (hereinafter the "Institutional First
                  Mortgage") and to all renewals, modifications, replacements,
                  consolidations and extensions thereof, provided and upon the
                  condition that the holder of the Institutional First Mortgage
                  (the holder of the Institutional First Mortgage is herein
                  sometimes called the "Institutional First Mortgagee") shall
                  agree that:

                           (i) As long as no default exists beyond applicable
                           notice and cure periods, nor any event has occurred
                           which has continued to exist for such period of time
                           after notice, if any, required by this Lease, which
                           entitles Landlord to terminate this Lease or which
                           cause, without any action of Landlord, the
                           termination of this Lease, or which entitled Landlord
                           to dispossess Tenant then:

                                    (a) The right of possession of Tenant to the
                                    Premises, and Tenant's rights arising out of
                                    this Lease, including, but not limited to,
                                    the renewal options, privileges, rights,
                                    remedies and causes of actions hereunder,
                                    shall not be affected or disturbed by either
                                    the holder of such mortgage in the exercise
                                    of any of such holder's rights under its
                                    mortgage, or the notes, debentures, bonds or
                                    debt secured thereby, or otherwise by law
                                    provided, or by any purchaser of the
                                    Premises or by any person acquiring title
                                    thereof, as referred to in subsection (c) of
                                    this Section.

                                    (b) In the event that the holder of the
                                    Institutional First Mortgage comes into
                                    possession of, or ownership of the title to
                                    the Premises by foreclosure of its mortgage,
                                    or by


                                       20
<PAGE>   21

                                    proceedings on the said notes, debentures,
                                    bonds or debt or otherwise, this Lease shall
                                    not be terminated or affected by said
                                    foreclosure or any of said proceedings; and
                                    this Lease shall continue in full force and
                                    effect as a direct lease between Tenant and
                                    such mortgagee upon all the terms,
                                    covenants, conditions and agreements set
                                    forth in this Lease;

                                    (c) In the event that the Premises are sold
                                    or otherwise disposed of pursuant to any
                                    right or any power contained in the
                                    Institutional First Mortgage or bond or
                                    other instrument in connection with such
                                    mortgage or bond as a result of proceedings
                                    thereon, or as otherwise authorized by law,
                                    this Lease shall not be terminated or
                                    affected thereby, and the purchaser of the
                                    Premises or any person acquiring title
                                    thereto through or by virtue of said sale or
                                    other disposition shall take subject to this
                                    Lease and any prior and future rights of
                                    Tenant herein; and this Lease shall continue
                                    in full force and effect as a direct lease
                                    between Tenant and any party acquiring title
                                    to the Premises, as aforesaid, upon all the
                                    terms, covenants, conditions and agreements
                                    set forth in this Lease.

                           (ii) If any building upon the Premises is damaged or
                           destroyed by fire or other casualty, or if any
                           portion of the Premises shall be taken by eminent
                           domain, the insurance proceeds and/or such
                           condemnation awards will be applied in accordance
                           with the provisions of this Lease.

         20.2     In the event that this Lease shall subsequently become
                  subordinate to an Institutional First Mortgage, Landlord shall
                  immediately provide Tenant with a Recognition and
                  Non-Disturbance Agreement satisfactory to Tenant from such
                  Mortgagee. If Landlord fails to timely provide such
                  agreement(s) in accordance with this paragraph, then Tenant
                  may terminate this Lease at any time thereafter.

                  After such time as Landlord furnishes Tenant with the above
                  referenced Recognition and Non-Disturbance Agreement, Tenant
                  shall, without charge, within twenty (20) days after request
                  by Landlord, but not more than twice in any one calendar year,
                  certify by written instrument, duly executed and delivered to
                  Landlord, or any other person, firm or corporation specified
                  by Landlord:

                           (a) That this Lease is unmodified, and in full force
                           and effect, if such be the case, or if there have
                           been any modifications, that the


                                       21
<PAGE>   22

                           same are in full force and effect, if such be the
                           case, as modified and stating the modifications and
                           the dates thereof; and

                           (b) Whether or not to the best knowledge of Tenant
                           there are then existing any set-offs or defenses
                           against the enforcement of any of the agreements,
                           terms, covenants or conditions of this Lease and any
                           modifications of this Lease upon the part of Tenant
                           to be performed or complied with, and if so,
                           specifying the same.

         20.3     Tenant shall, in the event of the sale or assignment of
                  Landlord's interest in the Premises or in the event of any
                  proceedings brought for the foreclosure of or in the event of
                  exercise of the power of sale under any mortgage made by
                  Landlord covering the Premises, upon written notice, to the
                  purchaser and recognize such purchaser as Landlord under this
                  Lease, provided, however, that such purchaser or other
                  successor in interest to the Landlord recognize Tenant and
                  assume Landlord's obligations hereunder, including without
                  limitation obligations for prior and future defaults or
                  offsets provided for herein. Any such purchaser or successor
                  shall also furnish proper legal evidence of its rights to the
                  Premises and this Lease, and shall furnish its address for
                  notices. Tenant shall not be obligated to change the place it
                  sends rents and other charges hereunder until Tenant receives
                  all such documentation and information provided for in this
                  paragraph.

         20.4     Landlord shall, within ten (10) days after requested to do so
                  by the Tenant herein, deliver an estoppel certificate,
                  certified by written instrument duly executed and acknowledged
                  containing information regarding this Lease substantially as
                  set forth in Section 20.2. Such certificate shall run in favor
                  of any prospective mortgage holder of Tenant's interests
                  herein or any prospective assignee or subtenant of Tenant.

         20.5     Upon the request of a prospective Institutional First
                  Mortgagee, Tenant agrees to give due consideration to any
                  reasonable modifications or amendments of this Lease (except
                  with respect to the provisions for payment of fixed rent and
                  additional rent and the term hereunder) as such Institutional
                  First Mortgagee may reasonably request so long as such
                  modifications or amendments shall not increase Tenant's
                  obligations, decrease Tenant's rights or decrease Landlord's
                  obligations hereunder. Unless acceptable to Tenant, Tenant
                  shall have no obligation to accede to such requests.

ARTICLE 21 - FORCE MAJEURE

         21.1     Except for the obligations of Tenant to pay rent, additional
                  rent and other charges as in this Agreement provided, the
                  period of time during which Landlord or Tenant is prevented
                  from performing any act required to be


                                       22
<PAGE>   23

                  performed under this Agreement by reason of fire, flood,
                  hurricanes, strikes, lock-outs or other industrial
                  disturbances, explosions, civil commotion, acts of God of the
                  public enemy, governmental prohibitions or preemptions,
                  embargoes, inability to obtain material or labor the act of
                  default of the other party, or other events beyond the
                  reasonable control of Landlord or Tenant, as the case may be,
                  and which event makes performance hereunder commercially
                  impracticable, shall be added to the time for performance of
                  such act.

ARTICLE 22 - QUIET ENJOYMENT

         22.1     If and so long as Tenant shall pay the rent and additional
                  rent reserved hereunder and shall perform and observe all the
                  terms, covenants and conditions on the part of Tenant to be
                  performed and observed, Landlord covenants that Tenant shall
                  lawfully and quietly, hold occupy and enjoy the Premises,
                  subject, however, to the provisions of this Agreement.

ARTICLE 23 - WAIVER

         23.1     No consent or waiver, express or implied, by a party to or of
                  any breach or default in the performance by the other party of
                  it's obligations hereunder shall be deemed or construed to be
                  a consent or waiver of any other breach or default in the
                  performance by the other party or its obligations. Failure on
                  the part of the non-breaching party to complain of any act or
                  failure to act of the breaching party or to declare the
                  breaching party in default, irrespective of how long such act
                  or failure continues, shall not constitute a waiver by the
                  non-breaching party of its rights hereunder.

ARTICLE 24 - MEMORANDUM OF LEASE

         24.1     This Agreement shall not be recorded. At the request of either
                  party, the parties shall execute and acknowledge a memorandum
                  of lease suitable for recording purposes.

ARTICLE 25 - BROKERAGE FEES

         25.1     Landlord and Tenant acknowledge that no real estate broker or
                  agent or other party is entitled to any brokerage fee,
                  commission or other compensation on account of this Agreement
                  or any transaction contemplated hereunder. Tenant shall
                  indemnify and hold harmless Landlord from all claims, damages,
                  loss or liability of Landlord for any brokerage fee,
                  commission or other compensation owing to any party claiming
                  to represent Tenant. Landlord shall indemnify and hold
                  harmless Tenant from all claims, damages, loss or liability of
                  Tenant for any brokerage fee, commission or other compensation
                  owing to any party claiming to represent Landlord.


                                       23
<PAGE>   24

ARTICLE 26 - GOVERNING LAW

         26.1     The validity, interpretation and performance of this Agreement
                  shall be governed according to the laws of the State of Ohio
                  applicable to agreement made and to be performed entirely in
                  that state.

ARTICLE 27 - HOLDOVER

         27.1     If Lessee continues to occupy the Premises after the
                  termination of this Agreement, such holding over shall not be
                  deemed to extend or renew the term hereof, but the tenancy
                  thereafter shall continue as a tenancy from month-to-month
                  upon the same terms and conditions as provided herein, except
                  that Landlord may terminate such tenancy upon ten (10) days'
                  written notice to Tenant.

ARTICLE 28 - SUCCESSOR LANDLORD

         28.1     In the event that Landlord's interest in this Lease shall pass
                  to or devolve upon another, or in the event that the rent
                  accrued or to accrue hereunder shall be assigned, or in the
                  event that one other than Landlord shall become entitled to
                  collect the rent accrued or to accrue hereunder, then and in
                  any such event, notice of the fact shall be given to Tenant by
                  Landlord in writing, duly executed and acknowledged by
                  Landlord and, until such notice and proof shall be given to
                  Tenant, Tenant may continue to pay the rent accrued or to
                  accrue hereunder to the one to whom, and in the manner in
                  which, the last preceding installment of rent hereunder was
                  paid and each such installment shall, to the extent thereof,
                  fully exonerate and discharge Tenant. In the event that Tenant
                  shall pay rent or other charges hereunder to any person other
                  than Landlord in accord with any notice purporting to be
                  executed by or on behalf of Landlord, or by or on behalf of
                  the person who, under the terms of this Lease, shall give the
                  notice, and, which is believed in good faith by Tenant to be
                  genuine, such payment shall constitute payment and discharge
                  of the obligation of Tenant thus paid. In the event that
                  Tenant shall be advised of any dispute as to the person to
                  whom the rent under this Lease shall be payable, or shall
                  receive notice of any claim to the payment of rent or other
                  charges hereunder due or to accrue hereunder from a person
                  other than Landlord, Tenant shall promptly advise Landlord in
                  writing of the existence and nature of such claim and, unless
                  Landlord shall, within twenty (20) days of such advice by
                  Tenant, either advise the Tenant to pay the rent in accord
                  with such claim, or shall supply Tenant with a duly executed
                  release of such claim by the claimant or a direction from such
                  claimant to pay the rent to Landlord, Tenant shall be entitled
                  to pay any installment of rent or other charges hereunder so
                  claimed then due or thereafter to accrue


                                       24
<PAGE>   25

                  under this Lease, into a bank or trust company in the County
                  in which the Premises are located for deposit to the account
                  of Landlord and such claimant, and the making of such payment
                  to such bank or trust company, shall discharge Tenant of any
                  further obligation for the payment of the rent or other
                  charges hereunder so paid. Tenant shall be under no obligation
                  to recognize any agent for the collection of rent accrued or
                  to accrue hereunder or otherwise authorized to act with
                  respect to the Premises until written notice of the
                  appointment and the extent of the authority of such agent
                  shall be explicitly given by the one appointing such agent.

ARTICLE 29 - ENTIRE AGREEMENT

         29.1     This Agreement contains all the promises, agreements,
                  conditions and understanding between Landlord and Tenant with
                  respect to the leasing of the Premises, and there are no
                  promises, agreements, conditions or understandings, either
                  written or oral, between them other than as set forth herein.
                  No amendment, modification or addition to this Agreement shall
                  be effective unless it is contained in a written agreement
                  executed by authorized representatives of both parties.

         29.2     The covenants, conditions and agreements contained in this
                  Agreement shall being and inure to the benefit of the parties
                  hereto and their respective successors and permitted assigns.

ARTICLE 30 - OPTION FOR ADDITIONAL SPACE

         30.1     Should the remainder of the Plant Site not included within the
                  Premises composed of approximately 204,000 feet ever be
                  vacated by its current tenant (Advanced Ceramics Corporation)
                  or any future tenant, Tenant shall have the first right and
                  option to lease that additional space on similar terms and
                  conditions as may be in effect under this Lease during that
                  then current term. Rent shall be determined based on a
                  breakdown of the tenant's then current rent divided by 207,000
                  square feet to arrive at a per square foot rental rate. Tenant
                  may then rent such additional space within the Plant Site at
                  that rate and this Lease shall be amended to include that
                  additional space. For example, should the current tenant
                  vacate the property on the fifth (5th) year of Tenant's first
                  term, the rent for the additional space should be calculated
                  as follows:

                           (a)      $213,210.00/207,000 sq. feet = $1.03 per
                                    square foot.

                  That rental rate shall be in effect until the termination of
                  Tenant's first term or in five (5) years as provided in this
                  example.

                           (b)      Should Tenant elect not to immediately lease
                                    the additional space within the Plant Site,
                                    Tenant shall retain a right of


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<PAGE>   26

                                    first refusal against any other Tenant
                                    Landlord may desire. Landlord shall notify
                                    the tenant within ten (10) days of receiving
                                    an offer for lease of the space. Tenant then
                                    may either exercise its right to lease all
                                    or any part of the Plant Site or inform the
                                    Landlord that it waives its right of first
                                    refusal, solely as to the space to be rented
                                    to the prospective tenant.

ARTICLE 31 - RIGHT OF FIRST REFUSAL ON SALE OF THE PROPERTY

         31.1     Without affecting or limiting any of the rights, privileges,
                  options or estates granted to Tenant under this Lease, it is
                  agreed that if the Landlord at any time during the term of
                  this Lease receives one or more bona fide offers from third
                  parties to purchase the Premises and/or all or any part of the
                  Plant Site and if any such offer is acceptable to Landlord,
                  then Landlord agrees to notify Tenant in writing, giving the
                  name and address of the offeror, and the price, terms and
                  conditions of such offer, and Tenant shall have thirty (30)
                  days from and after the receipt of such notice from Landlord
                  in which to elect to purchase the same property for the
                  consideration contained in the bona fide offer. If Tenant does
                  not elect to purchase said property and Landlord thereafter
                  sells the property, the purchaser shall take the property,
                  subject to and burdened with all the terms, provisions and
                  conditions of this Lease, including this Article and the
                  rights of Tenant under this Lease as against the new owner
                  shall not be lessened or diminished by reason of the change of
                  ownership. Tenant's failure at any time to exercise its option
                  under this Article shall not affect this Lease or the
                  continuance of Tenant's rights and options under this Article
                  or any other Article.

         31.2     In the event Tenant elects to purchase the same property as
                  provided in this Lease, then Landlord shall, within thirty
                  (30) days after receipt of such notice of election by Tenant,
                  deliver to Tenant a title insurance policy in the amount of
                  the consideration set forth in such offer, issued by a
                  responsible title guarantee company, showing a good and
                  marketable title in Landlord. If Landlord fails or refuses to
                  furnish the title policy, then Tenant may, at its election,
                  procure the same at Landlord's expense, and in the amount of
                  the purchase price, and deduct the cost thereof from the cash
                  consideration to be paid for the property. Tenant shall have
                  thirty (30) days after receipt of the title policy in which to
                  examine the title and notify the Landlord whether or not the
                  title is acceptable to Tenant. If Tenant is willing to accept
                  Landlord's title and consummate the purchase, then Landlord
                  shall, within ten (10) days after written notice thereof from
                  Tenant, convey the premises to Tenant by general warranty
                  deed, free and clear of all liens and encumbrances except
                  highway easements, private road easements and restrictions of
                  record which were of record as of the


                                       26
<PAGE>   27

                  date of Tenant's acceptance of the premises hereunder or
                  incorporated in an amendment to this Lease, if any, and
                  deliver such deed to Tenant upon tender of the consideration.

         31.3     Notwithstanding any other provisions of this Lease, the
                  provisions of this Article will not apply to any sale of the
                  Premises or any property of which the Premises are a part at
                  foreclosure, and shall not be binding upon any purchaser at
                  foreclosure, any mortgagee in possession, or any holder of a
                  deed in lieu of foreclosure or the successors or assigns of
                  any of the foregoing, or to any sale of the Premises by
                  Landlord in connection with sale and leaseback financing.

         31.4     If Tenant is not willing to accept Landlord's title, Tenant
                  shall make any objections thereto in writing to Landlord and
                  Landlord shall be allowed sixty (60) days to utilize its best
                  efforts to make such title acceptable to Tenant. If such title
                  is not rendered marketable within sixty (60) days from the
                  date of said written objections thereto, Tenant may, at its
                  election, take such action, including instigation of legal
                  process (in which the Landlord agrees to participate) to
                  remedy any such defect in title making such acceptable to
                  Tenant, and to deduct all costs thereof from the cash
                  consideration to be paid for the property. If the Tenant is
                  unable to correct such defects in title or elects not to
                  attempt such remedy, neither party shall be held liable for
                  damages to the other party and both parties shall be released
                  of all liabilities and obligations under this Article.

ARTICLE 32 - LANDLORD'S TITLE

         32.1     Landlord warrants and represents that as of the date hereof:

                           (a) Landlord is the owner of a fee simple estate in
                           the Premises and the Plant Site and has the right and
                           power to enter into this Lease and to perform same
                           and by this instrument conveys a good leasehold
                           interest to Tenant in accordance with the terms,
                           conditions and provisions hereof.

                           (b) There are no liens, encumbrances, mortgages,
                           easements, restrictions, leases or other agreements
                           affecting the Premises or the Easements prior in lien
                           to this Lease other than (i) an Institutional First
                           Mortgage which complies with the provisions of
                           Article 20 hereof; (ii) reservations, restrictions or
                           agreements which do not prohibit, restrict or
                           otherwise affect the right of Landlord or Tenant to
                           make the alterations described in Article 6 hereof or
                           the right of Tenant to use the Premises for the
                           purposes set forth in Article 4 hereof. In the event
                           that the Tenant shall ever determine that there are
                           any liens or encumbrances on the Premises or the
                           Easements prior in lien to this Lease other than (i)
                           the


                                       27
<PAGE>   28

                           Institutional First Mortgage; (ii) reservations,
                           restrictions or other agreements which do not
                           prohibit, restrict or otherwise affect the right of
                           Landlord or Tenant to make the alterations described
                           in Article 6 hereof or the right of Tenant to use the
                           Premises for the purposes set forth in Article 4
                           hereof, and if Landlord shall fail to cause such
                           liens or encumbrances to be removed within thirty
                           (30) days after notice thereof from Tenant, Tenant
                           may, within thirty (30) days after said thirty (30)
                           day period, in addition to any rights it may have at
                           law or equity, cancel this Lease by notice to
                           Landlord (or waive any such liens or encumbrances) in
                           which event Tenant shall thereupon be relieved of any
                           and all liability under this Lease.

         32.2     Landlord warrants the non-existence of any zoning or other
                  restrictions of any nature preventing or restricting use of
                  the Premises for the conduct of Tenant's business or use of
                  common areas for parking purposes, and that should such zoning
                  or other restriction be in effect or adopted at any time
                  during the term of this Lease, preventing or restricting
                  Tenant from conducting Tenant's business or using the common
                  areas in conjunction therewith, Tenant may, at its option,
                  terminate this Lease and shall be released of and from all
                  further liability hereunder.


ARTICLE 33 - WAIVER OF LIEN

         33.1     Landlord agrees, upon Tenant's request, to execute any
                  reasonable waiver of lien and/or waiver of ownership rights,
                  which may be reasonably requested by any vendor, lessor or
                  chattel mortgagee, in regard to any of Tenant's furniture,
                  fixtures, equipment or other article of personal property; and
                  to use its best efforts to obtain similar releases or waivers,
                  from any mortgagee of the Premises.

ARTICLE 34 - DEFINITION OF CERTAIN TERMS

         34.1     For purposes of this Lease, unless the context requires
                  otherwise:

                           (a) "Gross Area" shall mean the floor area of an
                           entire building structure or structures and all
                           component parts thereof, measured to and from the
                           centerline of demising walls and the outside of
                           exterior walls. In computing Gross Area there shall
                           be no exclusion by reason of stairs, elevators,
                           escalators, interior partitions or other interior
                           construction or equipment.

                           (b) "Lease Year" shall mean a calendar year.


                                       28
<PAGE>   29

                           (c) "Unavoidable Delays" shall mean delays due to
                           strikes, weather, lockouts, inability to obtain labor
                           or materials (except due to lack of cash or credit),
                           governmental restrictions, enemy action, civil
                           commotion, fire, casualty or other causes beyond the
                           reasonable control of Landlord or Tenant.

                           (d) "Term of this Lease" or "term hereof" shall mean
                           the original term specified in Article 2 hereof and
                           any extension term of this Lease, unless the context
                           otherwise requires.

                           (e) "Other charges hereunder" shall mean tax charges,
                           insurance charges, common area maintenance charges,
                           and any other charges, payments and additional rent
                           (except for fixed rent) due or payable by Tenant
                           under this Lease.


ARTICLE 35 - SATELLITE DISH LEASE

         35.1     Tenant is hereby granted the right, from time to time during
                  the term of this Lease, to install, maintain, repair and
                  replace antennae and satellite dishes and other transmitters
                  and receivers on the roof or the exterior side or rear walls
                  of the building located on the Premises or in a secured
                  location acceptable to Tenant on the ground in close proximity
                  to the Premises. All such installations by Tenant shall be in
                  accordance with all codes and laws. Tenant shall have the
                  right to remove any of such equipment on or before the
                  expiration of the lease term.

ARTICLE 36 - FASB 13

         36.1     Landlord shall supply to Tenant within thirty (30) days after
                  full execution of this Lease and within 30 days after the
                  commencement of each extension term hereof exercised by Tenant
                  (and at other reasonable times at Tenant's request)
                  information in writing required by Tenant to comply with its
                  obligations as set forth in Financial Accounting Standards
                  Board (FASB) Statement of Financial Accounting Standards No.
                  13 (accounting principles for leases, to determine if Lease is
                  a capital lease or an operating lease) or any similar
                  requirements in lieu thereof imposed by generally accepted
                  accounting principles which Tenant may deem appropriate to
                  follow, such information to contain (a) the date of
                  acquisition of the Premises by Landlord, (b) estimated useful
                  life of Premises at acquisition, (c) remaining useful life as
                  of commencement date of Lease or beginning of option, (d) the
                  fair market value of the land, the building, and any other
                  appurtenances comprising the Premises, and (e) such other
                  information as may be reasonably requested by Tenant.


                                       29
<PAGE>   30

ARTICLE 37 - DISPUTES

         37.1     If at any time hereafter a dispute shall arise between
                  Landlord and Tenant with respect to any amount of money to be
                  paid by either of them to the other under any of the
                  provisions of this Lease, the party against whom the
                  obligation shall be asserted shall have the right to make
                  payment "under protest" and if such party shall exercise such
                  right such payment shall not be deemed a voluntary payment but
                  there shall be deemed reserved to such party the right to
                  institute appropriate action or proceeding against the other
                  for recovery of the whole or such part of said sum as such
                  party shall claim it was not obligated to pay hereunder. If at
                  any time a dispute shall arise between Landlord and Tenant as
                  to any act to be done or work to be performed by either of
                  them or in or about the Premises under any of the provisions
                  of this Lease, the party against whom the obligation to do
                  such act or perform such work shall be asserted, may do such
                  act or perform such work and pay the cost thereof "under
                  protest" and if such party shall do so the performance of such
                  act or work and payment of such cost shall not be deemed a
                  voluntary performance of voluntary payment, but there shall be
                  deemed reserved to such party the right to institute
                  appropriate action or proceedings against the other for
                  recovery of the whole of such cost or such part thereof as
                  shall represent the cost of performing the act or work which
                  such party shall claim it was not obligated to perform
                  hereunder.

In no event shall Tenant be obligated to pay rent to more than one entity at any
one time.

         IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.


                                          UCAR Carbon Company Inc.

                                          By:  /s/ Karen G. Narwold

                                          Title:   Vice President


                                          UCAR Graph-Tech Inc.

                                          By:  /s/ John J. Wetula

                                          Title:   President


                                       30
<PAGE>   31

                                   EXHIBIT "A"

                                    PREMISES




Premises include buildings 3, 4, 4A, 5, 5A, 6A, 6D, 25, 25A, 25B, 25C, 25D, 69,
73, 20A as seen on the attached site plan.

                                   PLANT SITE


                         See attached Legal Description.


                                       33
<PAGE>   32

                                    EXHIBIT B

                                    SERVICES


<TABLE>
<CAPTION>
                  Services                  Quantity                   Specifications        Charges
                  --------                  --------                   --------------        -------

<S>                                         <C>                        <C>                   <C>
         1.       Telephone/Mail            Local and                  Unicom, Ohio          actual charges
                                            Long Distance              Bell, AT & T,         for any and all
                                            Service                    all mailroom          use related calls
                                                                       Costs                 and Unicom actual charges
</TABLE>


                                       34