<PAGE>
                                                              Exhibit 10.29


                                   LEASE
                                     
                                  BETWEEN

                       NEWARK GROUP INDUSTRIES, INC.

                    O'BRIEN (NEWARK) COGENERATION, INC.


                           Dated: July 18, 1988

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TABLE OF CONTENTS

Section                                                        Page

1.  Term of Lease                                                1
2. Use                                                           2
3.  Acceptance of Demised Premises;
       Tenant's Work                                             2
4.  Base Rent                                                    2
S.  Additional Rent and Late Charges                             3
6.  Change In Scope or Amount of Taxation                        5
7.  Insurance                                                    6
S.  Utilities                                                    9
9.  Operation, Maintenance and Repair
       of Demised Premises                                       9
10. Requirements of Public Authorities                           10
11. Landlord's Right to Cure                                     10
12. Net Rent                                                     11
13. Destruction                                                  11
14.  Indemnification                                             12
15. No Liability of Landlord                                     12
16. Removal of Snow, etc.                                        13
17.  Improvements and Alterations                                13
18.       Signs
14
19. Assignment and Subletting                                    14
20. Mortgaging                                                   15
21.  Air and Water Pollution                                     18
22.  Security                                                    18
23.Condemnation                                                  18
24.Surrender by Tenant at End of Term                            21
25.Default by Tenant                                             22
26.Quiet Enjoyment                                               25
27.Certificates by Tenant                                        25
28.Notices                                                       25
29.Captions                                                      26
30.Covenants and Conditions                                      26
31.waiver of Trial by Jury                                       26
32.Definition of Term "Landlord"                                 27
33. Brokerage Representation                                     27
34. Covenants of Further Assurances                              27
35. Entire Agreement                                             28
36. Applicable Law                                               28
37. Bind and Inure Clause                                        28
38. Tenant's Recourse                                            28
39. Options to Purchase                                          28
40. Environmental Obligations                                    30
41. Guaranty                                                     34
42. Relationship to the Agreement                                35
43. Continuation of Lease                                        35
44. Recording                                                    35
Schedule A
Schedule B
Schedule C
Appendix A
Appendix B


<PAGE>

THIS LEASE, made the 18th day of July, 1988,

BETWEEN  NEWARK  GROUP  INDUSTRIES, INC.,  (formerly  known  as  Paperboard
Manufacturers of Newark, Inc.) a New Jersey corporation having an office at
57 Freeman Street, Newark, New Jersey 07105 ("Landlord");

AND     O'BRIEN  (NEWARK)  COGENERATION, INC.  ,  a  Delaware  corporation,
        having  an  address  of  225  South  Eighth  Street,  Philadelphia,
        Pennsylvania 19106 ("Tenant");

                            W I T N E S S E T H



     Landlord,  for  and  in  consideration of  the  rents,  covenants  and
agreements  hereinafter mentioned, reserved and contained to be paid,  kept
and  performed  by  Tenant, and in consideration of  and  pursuant  to  the
covenants and agreements contained in the Steam Purchase Agreement  between
Landlord  and Tenant dated October 3, 1986, as amended by Amendments  dated
March  8,  1988 and July 18, 1988 (as so amended and as it may  be  amended
from  time  to  time  in  accordance  with  the  provisions  thereof,   the
"Agreement"),  which Agreement is incorporated herein in  its  entirety  by
reference,  has  demised and leased and does hereby demise and  lease  unto
Tenant,  and  Tenant does hereby lease and hire from Landlord,  subject  to
easements, encumbrances and restrictions of record (if any) and such  state
of  facts  as an accurate survey and a physical inspection would reveal,  a
portion of the lands owned by Landlord known as 60 Lockwood Street, Newark,
New  Jersey  and as Lots 75 and 58 in Block 2412 on the Newark, New  Jersey
municipal  tax map ("Entire Property"), which portion leased  hereunder  to
Tenant is more particularly described on Schedule A annexed hereto and made
a  part  hereof ("Demised Premises"), together with the parking  easements,
interconnection  facility  easements,  temporary  construction   easements,
access easements and other easements described on Schedule B annexed hereto
and made a part hereof ("Easements").  Landlord and Tenant acknowledge that
(a) Landlord's sole reason for agreeing to enter into this lease is because
of the services to be provided by Tenant pursuant to the Agreement and that
(b) this lease and the Agreement shall be interpreted in pari materia.

     1. TERM OF LEASE

         Landlord  leases  unto Tenant and Tenant hires from  Landlord  the
Demised Premises for a term ("Lease Term" or

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"Term")  to  commence on July 18, 988 ("Commencement  Date")  and  to  end,
except  as otherwise provided in Section 5.1(B) of the Agreement, 120  days
after  the  termination of the Agreement or on such other date  as  may  be
provided in this lease or the Agreement, whether following an extension  or
renewal hereof or otherwise ("Termination Date").

     2. USE.

     Tenant  may  use  and  occupy  the Demised  Premises  solely  for  the
construction, testing, operation, management and maintenance of a  facility
for  the generation of steam and/or electricity ("Facility").  The  use  of
the  Demised  Premises  by Tenant, however, is and  shall  continue  to  be
expressly  subject to all applicable terms and provisions of the  Agreement
and  to  all applicable laws, ordinances and rules and regulations  of  any
governmental instrumentality, board or bureau having jurisdiction thereof.

     3. ACCEPTANCE OF DEMISED PREMISES; TENANT'S WORK.

3.1       Tenant acknowledges that it is familiar with the Demised Promises
          and,  except  as  set forth in section 40 of this  lease,  hereby
          agrees to accept the Demised Promises in their present condition,
          "as  is".  Tenant further acknowledges that neither Landlord  nor
          anyone  on  Landlord's  behalf has made  any  representations  or
          warranties with respect to the condition of the Demised Premises.

3.2       Tenant  shall  design and construct the Facility on  the  Demised
          Premises ("Tenant's Work") and install all equipment and fixtures
          necessary  for the Facility's operation subject to, in accordance
          with  and  according  to  the  time  schedule  described  in  the
          Agreement.  Until the Landlord exercises its rights under section
          17  or 24 of this Lease, such equipment and fixtures shall be the
          personal  property of Tenant and hereafter neither  the  Landlord
          nor any mortgagee of Landlord shall have any interest therein.

     4. BASE RENT.

4.1       Tenant  covenants and agrees to pay Landlord a base  rent  ("Base
          Rent") during the Term of ONE DOLLAR ($1.00) per year.  Base Rent
          shall be payable annually on January 1 of each and every year  of
          the Term without demand.

     4.2  If this lease is in effect at the same time that the Agreement is
not in effect, the annual Base Rent payable under this lease shall
automatically be increased
     
                                     2
     
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to the annual fair market rental value of the Demised Premises.  The annual
fair  market  rental value shall be determined as of the  time  immediately
before  the  cessation  of  the  Agreement by  appraisal  of  the  American
Appraisal  Company  (or similar appraisal organization).   The  arbitration
provisions  set forth in Article 18 of the Agreement shall be  utilized  to
settle  any dispute as regards "fair market rental value".  Such  increased
Base Rent shall be payable monthly on the first day of each month.

     5.   ADDITIONAL RENT AND LATE CHARGES.

     5.1 Additional Rent payable by Tenant shall include:

          (a)  subject to the provisions of section 6 hereunder, all taxes,
     assessments,  water  rents  and  other  similar  governmental  charges
     assessed against or levied upon the Demised Premises or related to the
     use or occupancy thereof;

          (b)  all premiums on insurance policies required to be maintained
     on, or in connection with the use of, the Demised Premises pursuant to
     this lease;

          (c)  all other payments required to be made by Tenant under this
     lease; and

          (d)  all other expenses and charges which, during the Term, shall
     arise  or  be levied, assessed or imposed upon or against the  Demised
     Premises as an incident of the ownership thereof and which are of  the
     kind  customarily paid by owners of land and improvements  thereto  by
     reason of such ownership, it being the intention of the parties  that,
     during  the  Term, Tenant shall be chargeable with and shall  pay  all
     sums which an owner of the Demised Premises would Day having regard to
     the  safeguarding  of  its  investment and  the  preservation  of  the
     freehold.

        5.2     Subject to section 5.3 of this lease, Tenant agrees to  pay
each item of Additional Rent on or before the date when each becomes due or
when  billed for the same by Landlord, as applicable.  Tenant shall furnish
to  Landlord, within 30 days after the date upon which any such  charge  is
payable  by  Tenant  as  hereinabove provided,  official  receipts  of  the
appropriate  taxing or governmental authority, or other proofs satisfactory
to Landlord, evidencing the payment of Additional Rent, except that so long
as  Landlord is, pursuant to section 6.5 of this lease, paying and  billing
tenant for real estate

                                     3

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taxes and assessments attributable to the Demised Premises, at Tenant's
request Landlord shall provide Tenant with copies of all such real estate
and assessments bills at the time of billing and evidence of Landlord's
payment of the same.  If Tenant shall fail to make any payment or to do any
act required of it by any provision of this lease within any applicable
time periods herein provided (not including cure periods after notice of
default), Landlord may make such payment or do such act and the amount of
such payment or the cost of doing such act, together with interest thereon
at the rate of the Bass Rate then in effect for First Fidelity Bank,
National Association, Now Jersey, plus 2% per annum, shall be deemed
Additional Rent payable by Tenant upon demand by Landlord.  The making of
any such payment or the doing of any such act by Landlord shall not
constitute a waiver by Landlord of any right or remedy provided by this
lease upon Tenant's default in the making of such payment or the doing of
such act.  All taxes, assessments, water rents and other governmental
charges assessed against or levied upon the Demised Premises shall be
apportioned between Landlord and Tenant at the Commencement Date and
Termination Date.

5.3       Tenant  shall have the right to contest or review by  appropriate
          proceedings or in any other manner permitted by law, at  Tenant's
          sole cost and expense, in Tenant's name and/or in Landlord's name
          (whenever necessary), any tax, assessment or charge, and Landlord
          shall, without expense or charge to it, cooperate with Tenant and
          execute  any  documents or pleadings required for such  purposes.
          If  required  by Landlord, Tenant shall furnish a surety  company
          bond  or  other  security  reasonably  satisfactory  to  Landlord
          against  any  liens by reason of such contest.   The  contest  by
          Tenant  may include appeals from any judgments, decrees or orders
          until  a  final nonappealable determination shall be  made  by  a
          court or governmental department or authority having jurisdiction
          in the matter.

5.4       No  payment  by Tenant or receipt by Landlord of a lesser  amount
          than  the Base Rent and Additional Rent stipulated in this  lease
          shall  be deemed other than on account of the earliest stipulated
          rent,  nor  shall any endorsement or statement an  any  check  or
          payment or any writing accompanying any check or payment of  such
          rent  be  deemed  an accord and satisfaction,  and  Landlord  may
          accept  such  check  or payment without prejudice  to  Landlord's
          right  to  recover the balance of such rent or pursue  any  other
          remedy provided in this lease.

5.5       If  Tenant  fails to make any payment o f Base Rent or Additional
          Rent within 5 days of its due date,

                                     4

<PAGE>

Landlord may set off the amount of any such unpaid payments against any
monies then due and owing by Landlord to Tenant pursuant to the Agreement.

     6.   CHANGE IN SCOPE OR AMOUNT OF TAXATION.
        
6.1       If  at  any time during the Term the method or scope of  taxation
          prevailing  an  the  date hereof shall be  altered,  modified  or
          enlarged  so as to cause the method of taxation to be changed  in
          whole  or  in  part so that in substitution for the  real  estate
          taxes  now assessed there may be, in whole or in part, a  capital
          levy  or  other  imposition based on the  value  of  the  Demised
          Premises or the rents received therefrom, or some other  form  of
          assessment  based in whole or in part on some other valuation  of
          the  Landlord's  real property comprising the  Demised  Premises,
          then  the  substituted  tax or imposition shall  be  payable  and
          discharged by Tenant in the manner required pursuant to  the  law
          promulgated  which shall authorize the change  in  the  scope  of
          taxation  and  as  required by the terms and conditions  of  this
          lease.

     6.2   Nothing contained in this lease shall require Tenant to pay  any
franchise, estate, inheritance, succession, capital levy or transfer tax of
Landlord,  or  federal  income or state income tax  or  excess  profits  or
revenue tax or other tax based upon Landlord's income, except to the extent
(a)  such  taxes  are  imposed in whole or partial  substitution  for  real
property  taxes  and (b) Landlord's transfer taxes are  payable  by  Tenant
under section 39.
     
     6.3   If  any tax which Tenant is required to pay pursuant to sections
6.1  or 6.2 above is a graduated tax, Tenant shall be required to pay  only
the  portion  thereof  which would have been payable  by  Landlord  if  the
Demised Premises were the only real property owned by Landlord.
     
     6.4   Notwithstanding anything in this lease (except section  6.5)  to
the  contrary and pursuant to Article 12 of the Agreement, (a) Tenant shall
be  solely responsible for any sales, use, property, income or other  taxes
relating  to  the  Facility and its components  or  the  operation  of  the
Facility  and,  except  as  otherwise  provided  by  section  12.3  of  the
Agreement,  the sale of energy produced therein and (b) Landlord  shall  be
solely  responsible  for any sales, use, property, income  or  other  taxes
relating to Landlord's Plant (as that term is defined in Article 1  of  the
Agreement),  its  components or appurtenances or the sale of  the  products
produced therein.
     
                                     5

<PAGE>

     6.5  Notwithstanding section 6.3, so long as single real estate tax
bills or bills for assessments attributable to the Entire Property of which
the Demised Premises are only a part are submitted during the term of this
lease by the municipal or other authorities having jurisdiction, Landlord
shall pay such bills to the appropriate authorities and Tenant shall be
responsible for (a) 9.1% of the land portion of such tax bills, or such
other prorated amount if the tax lot configurations are altered from their
present configuration, such latter amount to be calculated on the new
percentage that the Demised Premises is of the Entire Property following
such alteration, plus (b) 100% of the taxes attributable on such tax bills
to the buildings and improvements now or to be located within the Demised
Promises including, but not limited to, the Facility, plus (c) that portion
of any bills for assessments determined by multiplying the total amount of
any such bill by a fraction the numerator of which is the total amount of
Tenant's taxes computed in accordance with (b) above and the denominator of
which is the total amount of taxes attributable on such tax bills to all
buildings and improvements located within the Entire Property, including
the Demised Premises.  Landlord shall be responsible for 100% of the taxes
attributable on such tax bills to the buildings and improvements now or to
be located within that portion of the Entire Property not being leased to
Tenant hereunder.  If there is a dispute between the parties regarding the
amount of taxes attributable to. buildings and improvements located within
the Demised Premises, the parties agree that the attribution contained in
the records of the tax assessor of the City of Newark shall control.  If
such records do not contain the necessary attribution, such attribution
shall be determined by an independent M.A.I. appraiser selected by
Landlord.  Landlord shall bill Tenant for Tenant's share of all real estate
tax bills and bills for assessments and Tenant shall pay such bills as
Additional Rent within 10 days of its receipt of such bills.
     
     6.6   Landlord agrees (a) not to bill Tenant for installments of taxes
or  assessments  more than 30 days before the respective dates  upon  which
such installments are due and (b) to elect to pay all assessments which may
be  paid  in  installments in as many installments as shall be  permissible
under applicable law, except that Tenant agrees to pay any additional costs
or expenses incurred by Landlord as a result of such election.
     
     7.   INSURANCE.
     
     7. 1 Tenant shall keep the improvements on the Demised Premises
insured against loss or damage by fire
     
                                     6
     
<PAGE>

and  risks  embraced within "all risk coverage" in the locality  where  the
Demised  Premises  are  located in an amount not less  than  100%  of  full
insurable  value.   The  term  "full  insurable  value"  means  the  actual
replacement cost as defined in the standard "replacement cost" endorsement.
Tenant  shall  also obtain boiler explosion and casualty  insurance  in  an
amount  not  less  than ten million dollars ($10,000,000).   All  insurance
policies  shall be issued by a company or companies and in a form or  forms
reasonably  satisfactory  to  Landlord and  shall  name  Landlord  and  any
mortgagees of both Tenant and Landlord as additional insureds but not  loss
payees.   Tenant  agrees to use any proceeds received  from  the  insurance
policies   to   repair,  restore,  replace  and/or  rebuild   any   damaged
improvements on the Demised Premises so that the fair market value  of  the
Demised  Premises will not be decreased from that prevailing prior  to  the
casualty,  except as otherwise provided in either section 13 of this  lease
or  in the Construction and Term Credit Agreement dated as of July 18, 1988
between  Tenant  and  National Westminster Bank PLC,  including  only  such
amendments which may be made from time to time with the consent of Landlord
("Credit Agreement").
     
     7.2   Tenant  shall  obtain  and maintain a  Landlord's  and  Tenant's
comprehensive general Public Liability Insurance Policy for the  joint  and
several  benefit  of  Landlord and Tenant,  in  an  amount  not  less  than
$5,000,000.  Tenant shall also obtain blanket contractual insurance  in  an
amount  deemed  adequate by Landlord to cover the indemnity obligations  of
Tenant  pursuant to all of the terms and provisions of both this lease  and
the  Agreement.  Tenant shall provide and keep in force insurance for  such
other  insurable hazards and in such amounts as similarly situated premises
are then commonly insured.

     7.3   Prior  to the earlier of (a) the Commencement Date  or  (b)  the
date  when  Tenant  has  access to the Demised Premises  for  any  purpose,
Tenant  shall deliver to Landlord certificates evidencing the  issuance  of
each  of  the policies required by sections 7.1 and 7.2 and also evidencing
that  the  policies  are  then in effect.  Tenant  shall  deliver  original
insurance policies to Landlord within 15 days from the date when Tenant  is
required  to  deliver  the  certificates.   All  insurance  policies  shall
provide  for  30  days  advance notice in writing to Landlord  and  to  the
respective  mortgagees  of  Tenant or Landlord  prior  to  cancellation  or
modification.

     7.4  The premiums on any insurance policies which Landlord elects to
keep in force beyond the Termination Date shall be apportioned as between
Landlord and Tenant

                                     7

<PAGE>

in  such  manner  that Landlord shall reimburse Tenant for  that  pro  rata
portion  of  the  unearned premiums on any policies which remain  in  force
beyond the Termination Date as a result of Landlord's election.

     7.5   Neither Landlord nor its agents or servants shall be liable  and
Tenant  waives all claims for damage, regardless of the cause  thereof,  to
persons  or  property sustained by Tenant, its agent and  servants  or  any
occupant of the Demised Premises resulting from the Demised Promises or any
part thereof or any part or any equipment or appurtenances becoming out  of
repair,  or resulting from any accident in on or about the Demised Promises
or  resulting directly or indirectly from any act or neglect of the  Tenant
or  occupant  or any other person including Landlord's agents and  servants
other than such injury or harm as may be caused solely and conclusively  by
the fault or negligence of Landlord, its directors, officers, employees  or
representatives.  All property belonging to Tenant or any occupant  of  the
Demised  Promises shall be there at the risk of the Tenant  or  such  other
person  only  and Landlord shall not be responsible or liable  for  damages
thereto  or  misappropriation thereof.  Except  as  otherwise  provided  in
section  15.2(B)  of  the Agreement, Tenant agrees to look  solely  to  the
proceeds  of  its  own  insurance for indemnity  against  personal  injury,
casualty loss and business interruption.
     
     7.6  Except as otherwise provided in section 15.2(A) of the Agreement,
Landlord agrees to look solely to the proceeds of its own insurance for
indemnity against personal injury, casualty loss and business interruption.
     
     7.7   Each  party  will use its best efforts to cause  each  insurance
policy  carried  by it with respect to the Entire Property or  the  Demised
Premises,  as applicable, to be written so as to provide that  the  insurer
waives all right of recovery by way of subrogation against the other  party
in connection with any loss or damage covered by the policy.
     
     7.8   Every  2  years  during  the Term  on  the  anniversary  of  the
Commencement Date, Landlord shall have the right to give Tenant notice that
Landlord is requiring Tenant to increase the amount of coverage under  each
insurance  policy  held by Tenant in connection with its operation  of  the
Facility.   The  maximum new insurance coverage amount which  Landlord  can
require for each policy shall be calculated by multiplying the total amount
of  insurance coverage in effect as of the Commencement Date by a fraction,
the  Numerator of which is the Consumer Price Index for Urban Wage  Earners
and Clerical Workers

                                     8

<PAGE>

for  New  York  -  Northeastern New Jersey ("CPI") as of  the  day  of  the
applicable  2-year anniversary date and the denominator Of I which  is  the
CPI  as  of the Commencement Date. (For example, if the CPI is 200  on  the
Commencement  Date  and  220  on the first day  of  the  applicable  2-year
anniversary date, the new amount of insurance required would be  determined
as follows: 220 X Insurance Amount as of the Commencement Date.)
            220
in  no event shall the amount of insurance coverage for any policy decrease
in any 2-year period from that payable for the prior 2-year period.

     8.   UTILITIES.
     
     Tenant  shall, at its own cost and expense, pay all utility meter  and
service  charges,  including  but not limited  to  those  for  gas,  sewer,
electricity,  water, standby sprinkler charges and any hookup  charges  and
deposits  required  by  utility  suppliers  with  respect  to  the  Demised
Promises.   Tenant shall be responsible at its sole cost  and  expense  for
arranging  installation of separate motors for all utilities servicing  the
Demised Promises.  Except an provided in the preceding sentence, all  costs
relating to the construction. operation and maintenance of conduits,  pipes
and  drain  fixtures for water, waste water, steam or any  other  utilities
shall  be allocated between Landlord and Tenant in accordance with  all  of
the  terms  and  provisions of the Agreement including but not  limited  to
Article 4 and 10 thereof.

     9.   OPERATION, MAINTENANCE AND REPAIR OF DEMISED PREMISES.

     Tenant shall keep. operate and maintain the Demised Promises in a good
state  of repair and condition, except for ordinary wear and tear.   Tenant
shall  make  all  repairs  and replacements of  every  kind  and  character
necessary  to preserve and maintain the Demised Premises, the Facility  and
the  appurtenances belonging thereto in accordance with reasonable business
practices,  and,  except as set forth in section 4.2 or  otherwise  in  the
Agreement,  will not call upon Landlord during the Term for the  making  of
any repairs or replacements whatsoever.  All repairs and replacements shall
(a)  be  performed  in  a  good and workmanlike manner,  (b)  be  at  least
substantially equal in quality and usefulness to the original work, (c)  be
of  first-class modern character and (d) not diminish the fair market value
of  the  Demised Premises.  Notwithstanding anything in this lease  to  -he
contrary and in addition to the provisions of this section 9, Tenant  shall
keep, operate, maintain and repair the Demised Premises and the

                                     9

<PAGE>

Facility  in  accordance  with  all of the  terms  and  provisions  of  the
Agreement including, but not limited to, sections 4.1, 7.1, 7.2.  7.3,  7.4
and 10.1 thereof.

     10.  REQUIREMENTS OF PUBLIC AUTHORITIES.

     Tenant  shall  suffer  no  waste or injury in  or  about  the  Demised
Premises  and  shall  comply at its sole expense with all  federal,  state,
county and municipal laws, ordinances and regulations applicable to the use
and  occupancy  of  the  Demised Premises including  without  limiting  the
generality   of  the  foregoing,  (a)  compliance  with  all   "Laws"   and
"Regulations"  as  those  terms  are defined  in  the  Agreement,  (b)  the
obtaining  of all necessary permits or licenses including, but not  limited
to,  the  permits  described  in  section 4.2(B)  and  Appendix  C  of  the
Agreement,  (c) the securing of all necessary land use approvals including,
but not limited to, a subdivision of the Entire Premises if and when Tenant
acquires  the  Demised Premises, and (d) the making of  any  structural  or
nonstructural repairs or replacements of any improvements to  the  Facility
or  the Demised Premises that may be required in order to comply with  said
Laws,  ordinances and Regulations.  In addition, except  as  set  forth  in
section  40  of this lease, Tenant shall effect the correction,  prevention
and  abatement  of nuisances, violations or other grievances  in,  upon  or
connected  with  the  Demised  Premises and the  Facility  and  shall  also
promptly comply with all rules. orders and regulations of the Board of Fire
Underwriters and any insurance company insuring the Demised Premises or any
improvements  thereon.  To the extent required by the terms and  provisions
of  the  Agreement,  Landlord will cooperate when necessary  with  Tenant's
efforts   to   satisfy  the  requirements  of  public   authorities.    Any
environmental   permits,  licenses  or  authorizations   that   have   been
transferred  by  Landlord  to Tenant shall be returned  or  transferred  to
Landlord at the end of the Term in accordance with the terms and provisions
of section 4.2 of the Agreement.

     11.  LANDLORD'S RIGHT TO CURE

     Landlord  and its agents and workmen shall have the right  (a)  in  an
emergency  and  (b)  in a non-emergency situation upon advance  notice,  at
reasonable times and only if accompanied by a representative of Tenant,  to
enter into and upon the Demised Premises for the purpose of inspection  and
examination of the state of repair and condition thereof.  Landlord's entry
and  inspection  shall be conducted subject to Tenant's  reasonable  safety
procedures.  Landlord may, but shall not be obligated to make such  repairs
as shall be necessary as a consequence

                                    10

<PAGE>

of  any  failure of Tenant to meet its obligations under this lease or  the
Agreement  within  applicable time periods herein provided  (not  including
cure  periods  after  notice of default) . The cost  of  any  such  repairs
undertaken by Landlord, together with interest thereon at the rate  of  the
Base Rate then in effect for First Fidelity Bank, National Association, New
Jersey, plus 2% per annum, shall be deemed to be Additional Rent payable by
Tenant upon demand by Landlord.  The making of any such repairs by Landlord
shall  not constitute a waiver by Landlord of any right or remedy  provided
by  this  lease  or the Agreement upon Tenant's default in  the  making  of
repairs.

     12.  NET RENT.

     It  is  the  purpose and intent of Landlord and Tenant that  the  rent
shall  be absolutely not to Landlord, so that this lease shall yield.  not,
to  Landlord, the Base Rent and Additional Rent specified in sections 4 and
5  of  this lease during the Term without any abatement, deduction, set-off
or counterclaim, and that all costs, expenses and obligations of every kind
and  nature whatsoever relating to the Demised Premises which may arise  or
become  due during or in respect to the Term (except interest, amortization
or  any  other charge or obligation arising in connection with any mortgage
placed on the Demised Premises by Landlord. unless the charge or obligation
arises solely as a result of an Event of Default by Tenant hereunder) shall
be  paid  by  Tenant,  except  for such obligations  and  charges  as  have
otherwise  expressly been assumed by Landlord in accordance with the  terms
and conditions of this lease or the Agreement.

     13.      DESTRUCTION.

13.1      If  the Facility or other improvements on the Demised Promises or
          any   part  thereof  shall  be  damaged  or  destroyed  by  fire,
          explosion, lightning, vandalism or any other casualty  or  cause,
          Tenant   shall,  except  as  otherwise  provided  in  the  Credit
          Agreement, at its own cost and expense, repair, restore,  replace
          and/or rebuild the improvements or take such other action as  may
          be  necessary so as not to diminish the fair market value of  the
          Demised  Premises  from that prevailing prior to  the  damage  or
          destruction.   Notwithstanding any such damage or destruction  by
          any  casualty or cause, this lease shall continue in  full  force
          and  effect  and  there shall be no abatement of  Base  Rent  and
          Additional Rent payable under this lease and Tenant shall not  be
          discharged  or  relieved from any of its other obligations  under
          this  lease.  Tenant expressly waives any rights now or hereafter
          conferred upon it by statute or otherwise to quit or

                                    11

<PAGE>

          surrender this lease or the Demised Premises or any part thereof,
          or to any suspension, diminution, abatement or reduction of rent,
          on  account of any such damage or destruction.  Tenant's  failure
          either  (a)  to commence (which shall include the preparation  of
          architectural  drawings and the good faith adjustment  of  claims
          with   insurers)  such  repairs,  restoration,  replacing  and/or
          rebuilding   within  60  days  following  any  such   damage   or
          destruction  or  (b) to pursue diligently the completion  of  the
          same shall be deemed a default by Tenant under this lease and the
          Agreement.

13.2      Notwithstanding anything in section 13. 1 to the contrary, if all
          or  substantially  all  of  the  Facility  shall  be  damaged  or
          destroyed by any casualty or cause during the last 5 years of the
          original  Term or during any extension of the Term, Tenant  shall
          have  the right to cancel this lease by giving written notice  to
          Landlord within 60 days after such damage or destruction provided
          Tenant removes the Facility from the Demised Promises, levels the
          land  to  grade  level and thereafter paves the Demised  Premises
          with  six inches of concrete as a parking lot.  In case  of  such
          cancellation,  Tenant shall have the right  to  retain  insurance
          proceeds  except that Landlord shall be entitled to receive  from
          Tenant  that portion of all insurance proceeds equal to  (a)  the
          total  of  all  insurance proceeds received minus  (b)  the  fair
          market value of the Facility immediately prior to such damage  or
          destruction.

     14.  INDEMNIFICATION.

     To  the  extent set forth in section 15.2(A) of the Agreement,  Tenant
shall  indemnify and save harmless Landlord, except an provided in  section
40  of  this  lease, from all fines, penalties, costs, suits,  proceedings,
liabilities, damages, claims and actions of any kind arising out of the use
and occupation of or in any way connected with the Demised Premises, or  by
reason of any breach or nonperformance of any covenant or condition of this
lease  by Tenant.  Except as otherwise provided in section 15.2(B)  of  the
Agreement, this indemnification shall extend to all claims by any person or
party  for  death or injury to persons and damage to any property,  and  to
legal  expenses, including reasonable attorney's fees, incurred by Landlord
in  the  defense of such claims or in the enforcement of any  provision  of
this lease.

     15.  NO LIABILITY OF LANDLORD.

     Except as provided for in section 15.2(B) of the Agreement or in
section 40 of this lease, Landlord,

                                    12

<PAGE>

whether  as  owner of the Demised Premises or in any other capacity,  shall
not be liable for any damage or injury which may be sustained by Tenant  or
any  other  person  as a consequence of the failure, breakage,  leakage  or
obstruction  of  the  water, plumbing, steam, gas, sewer,  waste  or  spoil
pipes, roof, drains, leaders, gutters, valleys, downspouts or the like,  or
of  the  electrical, ventilation, air conditioning, gas,  power,  conveyor,
refrigeration, sprinkler, heating or other systems, elevators  or  hoisting
equipment,  if  any,  in the Facility and on, over and  under  the  Demised
Premises  and  the  Entire  Property; or by  reason  of  the  elements;  or
resulting  from  acts, conduct or omissions on the part  of  Tenant  or  of
Tenant's  agents,  employees.  guests, licensees,  invitees,  assiqnees  or
successors, or on the part of any other person or party.

     16.  REMOVAL OF SNOW, ETC.

     Tenant  agrees (a) to remove or cause to be removed, as the  need  for
the same arises, all snow and ice from any sidewalks, driveways and parking
areas within the Demised Premises, (b) to keep the sidewalks, driveways and
parking  areas  clean and free from any and all defects,  obstructions  and
encumbrances  and  (c) to keep the Demised Premises in a  neat,  clean  and
orderly condition.

     17. IMPROVEMENTS AND ALTERATIONS.

     Tenant  covenants and agrees that it will construct the  Facility  and
make any other improvements, changes, installations, renovations, additions
or  alterations  in and about the Demised Premises in accordance  with  the
terms and provisions of the Agreement and this lease.  Tenant shall provide
Landlord with "as built" plans for any work completed by Tenant pursuant to
this  section  17.  After  Tenant constructs the  Facility  and  if  Tenant
installs   or  makes  any  other  improvements,  additions,  installations,
renovations,   changes  or  alterations  to  the  Demised  Premises,   such
improvements  shall be the property of Tenant as provided  in  section  3.2
hereof.   The  Facility  and  all other improvements,  changes,  additions,
installations,  renovations  or alterations (including  all  equipment  and
movable  trade  fixtures necessary to maintain the Facility as  an  ongoing
operating Facility) shall be subject to purchase by Landlord, in accordance
with the terms and provisions of the Agreement, subject to the lien of  the
mortgage,  if  then  outstanding, in favor of the  leasehold  mortgagee  as
contemplated by the Credit Agreement, which mortgage shall remain a lien on
the  Facility and any such improvements until all obligations of Tenant  to
such leasehold mortgagee are satisfied in

                                    13

<PAGE>

full or discharged.  If Landlord has not exercised such right to purchase,
upon Landlord's giving 6 months advance notice to Tenant before the
Termination Date or upon Landlord's giving 30 days advance notice before or
after Tenant's removal from or abandonment of the Demised Premises,
whichever is applicable, Tenant shall remove forthwith the Facility and all
other improvements, additions, installations, renovations, changes or
alterations, level the land to grade level and thereafter pave the Demised
Premises with six inches of concrete as a parking lot. if Tenant exercises
any of its options to purchase the Demised Premises described in section 39
hereunder, any improvements, additions, alterations, installations,
renovations or changes not already the property of Tenant shall become the
property of Tenant upon the closing of the purchase of the Demised
Premises.

     18.  SIGNS.

     Tenant   may  erect  and  maintain  signs  advertising  its  business,
provided,  however,  that all signs comply with all  laws,  ordinances  and
regulations  of  any  governmental authority having jurisdiction  and  that
Tenant  has received the prior written approval of Landlord which  approval
shall  not  be unreasonably withheld.  Upon the termination of this  lease,
Tenant  shall remove such sign or signs and shall repair any damage to  the
Demised Premises caused by the erection or removal thereof.

     19.      ASSIGNMENT AND SUBLETTING.

19.1      Tenant may not sublet all or any portion of the Demised Promises
          or assign this lease without Landlord's prior written consent
          except to the extent permitted under this lease and under the
          terms and provisions of the Agreement.  Tenant may collaterally
          sublet all or any portion of the Demised Premises or collaterally
          assign this lease without Landlord's consent to any leasehold
          mortgagee of Tenant who agrees in writing to assume the
          obligations of Tenant under the Agreement and this lease in the
          event that such mortgagee (a) forecloses on its mortgage, (b)
          takes possession of the Demised Premises or (c) assumes the
          management of the Tenant's operations, provided, however, that
          any such leasehold mortgagee may neither further assign this
          lease nor sublet all or any portion of the Demised Premises
          without Landlord's prior written consent, such consent not to be
          unreasonably withheld.  Landlord shall consent to any further
          assignment by any such leasehold mortgagee if such assignee (a)
          executes a written assumption of all of Tenant's obligations
          under this lease and the Agreement,

                                    14

<PAGE>

(b) possesses substantially the same technical expertise and experience in
the cogeneration field as the Tenant, (c) has substantially the same net
worth as the aggregate net worth of Tenant and O'Brien Energy Systems, Inc.
on the date hereof, (d) cures all of Tenant's defaults, if any, under this
lease and the Agreement (if then in effect) which are capable of being
cured and (e) agrees to pay all reasonable expenses (including, but not
limited to attorney's fees) incurred by Landlord in connection with its
request for assignment or subletting or with its entering into a new lease
pursuant to section 20.3 of this lease.

19.2      If this lease is assigned as set forth in section 19.1, or if the
          Demised Premises or any part thereof is occupied by anybody other
          than  Tenant,  Landlord may collect rent  from  the  assignee  or
          occupant  and apply the net amount collected to the  rent  herein
          reserved.   Notwithstanding any assignment, Tenant  herein  shall
          remain  liable  for the payment of Bass Rent and Additional  Rent
          reserved  hereunder  and for the performance of  all  obligations
          imposed upon Tenant by this lease.

     20.      MORTGAGING.

20.1      Notwithstanding anything in this Section 20 or this lease to the
          contrary, Landlord and Tenant may each mortgage, hypothecate or
          encumber its interest in this lease only (a) in connection and in
          accordance with either party's exercise of its rights pursuant to
          Articles 17 and 19 of the Agreement and (b) in accordance with
          this section 20.  Tenant may mortgage, hypothecate or encumber
          its interest in this lease only in connection with any financing
          relating to its construction. maintenance or operation of the
          Facility and such leasehold interest may not be collaterally
          mortgaged, hypothecated or encumbered in connection with any
          other financing transaction entered into by Tenant.

20.2      If  Tenant  mortgages  or  encumber its interest  in  this  lease
          pursuant  to and in compliance with this section 20,  all  rights
          acquired by such mortgagee shall be subject to all the covenants,
          conditions  and  restrictions set forth in  this  lease  and  the
          Agreement,  and  to all rights and interests of Landlord  in  the
          Demised Premises and the Entire Property.

20.3      Tenant's  mortgagee  under  any such  mortgage  may  enforce  the
          mortgage  and  acquire title (either in its  own  name  or  in  a
          nominee) to the leasehold estate hereunder in any lawful way, and
          by  its representative or by a receiver, as the case may be, take
          possession  of and manage the Demised Premises.  Upon foreclosure
          of the

                                    15

<PAGE>

          mortgage,  the leasehold estate may be sold or assigned  by  such
          mortgagee  or nominee subject to the mortgagee's satisfaction  of
          all  the  provisions of section 19.1 of this lease, and  Landlord
          will  recognize  the  person, firm or corporation  acquiring  the
          leasehold  estate as the Tenant hereunder and will enter  into  a
          new lease with that person, firm or corporation on the same terms
          and  provisions  of  this lease.  Notwithstanding  the  preceding
          sentence,  Landlord shall have no obligation to enter  into  such
          new  lease unless and until that person, firm or corporation  has
          (a)  cured  all  of Tenant's defaults, if any, under  this  lease
          which  are capable of being cured and (b) has agreed to  pay  all
          reasonable  expenses  (including but not  limited  to  attorney's
          fees)  incurred by Landlord in connection with its entering  into
          such new lease.

20.4      If,  at  the  time  of  the occurrence of any  Event  of  Default
          described  in  section 25 of this lease, the  Tenant's  leasehold
          estate  created  hereby is subject to a first mortgage,  provided
          that  the  mortgagee  thereunder has filed  written  notice  with
          Landlord together with an address for service, the Landlord shall
          notify such mortgagee in writing of the existence of the Event of
          Default, specifying the nature thereof.  Landlord shall also give
          written notice of any default by Tenant known to Landlord  which,
          with the lapse of time or giving of notice, or both, would become
          an  Event  of  Default, including but not limited  to  notice  of
          Tenant's  failure  to perform or observe any of  its  obligations
          under  Article 3 or section 6.2 of the Agreement, such notice  to
          be  given  immediately  following such defaults.   The  mortgagee
          shall  have  a period of 15 days after the date of notice  within
          which to cure the Event of Default, or if it cannot reasonably be
          cured  within  said 15-day period but is capable of being  cured,
          within  which  to  diligently begin to cure the  same,  in  which
          latter   case   the  mortgagee  shall  diligently  prosecute   to
          conclusion  all  acts  necessary to cure the  Event  of  Default.
          Notwithstanding  anything  in  the  preceding  sentence  to   the
          contrary, the Mortgagee shall with respect to an Event of Default
          pursuant to section 16.2(i) of the Agreement, have no cure period
          beyond  the  time  periods set forth in section 16.2(i).  in  the
          event of failure by the mortgagee to cure or diligently begin  to
          cure,  Landlord  may  terminate this  lease  as  herein  provided
          without further notice to the mortgagee.  The Lease Term  may  be
          preserved if the mortgagee within the cure periods set  forth  in
          this  section (a) cures all monetary defaults hereunder and under
          the Agreement, (b) cures any default under section 16.2(i) of the
          Agreement,  (c)  diligently commences  to  cure  any  nonmonetary
          default hereunder an under the Agreement which default is capable
          of being cured (except under 16.2(i) of the Agreement) and

                                    16

<PAGE>

          diligently  prosecutes  such  cure to  conclusion,  (d)  notifies
          Landlord in writing of its or its nominee's intention to continue
          to  perform and observe all Of Tenant's covenants and obligations
          hereunder  and  under  the  Agreement  upon  completion  of   its
          foreclosure proceedings in accordance with section 20.3, and  (e)
          without  delay, commences and diligently prosecutes to conclusion
          foreclosure  proceedings  under its mortgage  while  keeping  all
          monetary  and other obligations hereunder and under the Agreement
          current.

20.5      As  used  in this lease as a noun (but not as a verb),  the  word
          "mortgage" includes any instrument evidencing a loan or loans  to
          Tenant  made at any time during the Lease Term which  is  or  are
          secured  in  whole  or in part by a specific charge  against  the
          leasehold interest of Tenant hereby created or any part  of  such
          leasehold  interest  and  includes all  renewals,  modifications,
          consolidations, replacement and extensions of such instrument  or
          loan  and shall include each and every debenture, mortgage.  deed
          of   trust  or  other  evidence  of  security  given  by  way  of
          assignment,  sublease or charge upon such leasehold interest  and
          which  matures  by its terms before, or is not renewable  by  the
          obligor  to  a  date  beyond, the date herein  provided  for  the
          termination  of  this  lease.   The  word  mortgagee"  means  the
          mortgagee of a mortgage by Tenant and the successors and  assigns
          of  such  mortgagee.  The word "foreclosure" shall encompass  the
          acquisition  of  the leasehold estate by judicial proceedings  or
          otherwise, including the exercise of a power of sale contained in
          a mortgage.

     20.6  Landlord will at the request and cost of Tenant and the
mortgagee:

     (a)  enter into a direct agreement with the first mortgagee described
          in section 20.4 confirming the provisions of this section,
          including an agreement not to make any material modification of
          this lease without the prior written consent of such mortgagee;
          and

     (b)  execute, date and deliver a certificate as to the status of  this
          lease, including as to whether it is in full force and effect, is
          modified or unmodified, confirming the rent payable and the state
          of  the  accounts between Landlord and Tenant, the  existence  or
          nonexistence of defaults and any other matters pertaining to this
          lease.

     20.7 Tenant and the mortgagee shall give Landlord notice advising of
the existence of such first

                                    17

<PAGE>

quasi-public use, by any power or authority having the right  to  take  the
same  by condemnation, eminent demain or otherwise, the amount awarded  for
compensation for the whole of the Demised Premises so taken shall  be  paid
to  Landlord.   Tenant  hereby expressly grants unto  Landlord  the  entire
amount of the award or compensation, expressly disclaiming all right, title
and interest therein, and agrees that it shall have no claim for any damage
or  loss  against Landlord by reason of the condemnation or  taking  except
that any amount awarded as compensation for the improvements to the Demised
Premises,  including  the Facility (but excluding  the  value  of  Tenant's
interest  in  the unexpired term of this lease), shall be paid  to  Tenant.
Landlord  acknowledges that Tenant's first leasehold mortgagee is  entitled
to  receive  or  hold  all proceeds which are due  and  payable  to  Tenant
hereunder and agrees that Landlord shall hold all such proceeds due  Tenant
in  trust for such leasehold mortgagee.  This lease shall terminate  as  of
the date title to all of the Demised Premises shall vest in the taking body
or  the  date  Tenant  is ousted from possession of the  Demised  Premises,
whichever  is earlier.  Landlord and Tenant shall thereupon be released  of
and  from  all obligations and liabilities to each other accruing hereunder
thereafter.  Tenant shall pay all Base Rent and Additional Rent accrued  up
to  the  time  of the Termination Date, and if any rent has  been  paid  in
advance Landlord shall return the surplus.

23.2      If  a  part but less than the entire Demised Premises and all  of
          the  improvements thereon is so taken by such power or  authority
          as   aforesaid,  then  this  lease,  together  with  all  of  the
          agreements,   covenants,   conditions  and   obligations   herein
          contained shall continue in full force and effect for the balance
          of  the  Term  as  if  the taking had not occurred.   The  amount
          awarded for compensation for the part of the Demised Premises  so
          taken  shall  be  paid to Landlord.  Tenant  hereby  grants  unto
          Landlord   the  entire  amount  of  the  award  or  compensation,
          expressly disclaiming all right, title and interest therein,  and
          agrees  that  it  shall have no claim for  any  damages  or  loss
          against Landlord by reason of such condemnation or taking, except
          that  any amount awarded as compensation for the improvements  to
          the  Demised Premises, including the Facility (but excluding  the
          value  of Tenant's interest in the unexpired term of this lease),
          shall  be paid to Tenant.  In the event of a partial taking  such
          that  Tenant's  reasonable use of the Demised Premises  shall  be
          materially  impaired, Tenant shall have the  right  to  terminate
          this lease as of the date title shall vest in

                                    19

<PAGE>

          the  taking body or the date Tenant is ousted from Possession  of
          the  portion  taken,  whichever is earlier,  by  giving  Landlord
          written notice.  Landlord shall give written notice to Tenant  of
          such  proposed  taking  specifying the  portion  of  the  Demised
          Premises  to be taken.  Tenant shall give its written  notice  of
          termination within 60 days after the giving of Landlord's notice.
          Tenant's notice shall state the date of termination (not prior to
          the date of Tenant's actual ouster from possession of the portion
          of  the  Demised Premises so taken) and upon that date  all  Base
          Rent   and  Additional  Rent  shall  be  apportioned  and   paid.
          Thereafter neither Landlord nor Tenant shall have any obligations
          to or rights against the other party hereunder.

23.3      If  the  temporary USO Of the whole or any part  of  the  Demised
          Premises shall be taken by any lawful power or authority  by  the
          exercise  of  the  right  of  condemnation,  eminent  domain   or
          otherwise, or by agreement between Tenant and those authorized to
          exercise  such right, Tenant shall give prompt notice thereof  to
          Landlord.   Landlord shall give prompt notice to  Tenant  of  any
          notice Landlord receives regarding on temporary taking of the use
          of  the whole or any part of the Demised Premises.  In that event
          the  Term shall not be reduced or affected in any way and  Tenant
          shall continue to pay in full the Base Rent, Additional Rent  and
          other  charges  herein reserved without reduction  or  abatement.
          Tenant  shall  be  entitled to receive for itself  any  award  or
          payment made for such use, provided, however, that if the  period
          of  temporary use shall extend beyond the Termination  Date,  the
          award  or  payment shall be ratably apportioned between  Landlord
          and Tenant.

23.4      The  terms  "condemnation", "taking" or similar terms  as  herein
          used  shall  mean the acquisition by a public or other  authority
          having  the  right  to take the same by condemnation  or  eminent
          domain  or  otherwise, regardless of whether such taking  is  the
          result  of  actual  condemnation or of  voluntary  conveyance  by
          Landlord.

23.5      Tenant  agrees to execute and deliver any instruments as  may  be
          deemed   necessary  by  Landlord  to  expedite  any  condemnation
          proceeding  or to effectuate a proper transfer of title  to  such
          governmental  or other authority seeking to take or  acquire  the
          Demised  Premises or any portion thereof.  Each party  agrees  to
          give  the other and Tenant's first leasehold mortgagee,  if  any,
          notice of any condemnation or similar proceeding.

23.6           Tenant shall have the right to participate in and appear at
          any condemnation proceeding involving the

                                    20

<PAGE>

          Demised  Premises  and  to file an independent  claim  only  with
          respect  to  the improvements to the Demised Premises,  including
          the  Facility (but excluding any claim with respect  to  Tenant's
          interest  in  the  unexpired term of this lease).   If,  however,
          Tenant shall assert a claim or right to claim, except for a claim
          permitted   by  the  provisions  of  the  immediately   preceding
          sentence,  Tenant  shall be liable to Landlord  for  all  damages
          sustained  and  all  expenses  incurred  by  Landlord,  including
          counsel fees and costs of legal proceedings, as a result  of  the
          assertion by Tenant of that claim.

     24.  SURRENDER BY TENANT AT END OF TERM

24.1      Subject to and except as otherwise provided by the provisions  of
          section 17 of this lease, Tenant will surrender possession of the
          Demised  Premises  and remove all goods and  chattels,  including
          equipment  and  moveable  trade  fixtures,  and  other   personal
          property in the possession of Tenant at the end of the Term or at
          such  other time as Landlord may be entitled to re-enter and take
          possession  of the Demised Premises pursuant to any provision  of
          this  lease.   Tenant shall leave the Demised  Premises  in  good
          order and condition.  Upon surrender of possession of the Demised
          Promises,    all    improvements,    additions,    installations,
          renovations, changes or alterations to the Demised Promises shall
          become  the  property of Landlord , subject to the  lien  of  the
          mortgage in favor of the. leasehold mortgagee, if then in effect,
          as  contemplated  by the Credit Agreement, which  mortgage  shall
          remain a lien on the Facility and any such improvements until all
          obligations  of Tenant to such leasehold mortgages are  satisfied
          in full or discharged.  In default of surrender of possession and
          removal of goods and chattels at the time aforesaid, Tenant  will
          pay  to  Landlord (a) the Basic Rent and Additional Rent reserved
          by the terms of this lease for such period as Tenant either holds
          over  in  possession of the Demised Premises or allows its  goods
          and  chattels or other personal property to remain in the Demised
          Premises and (b) statutory penalties and all other damages  which
          Landlord  shall  suffer  by  reason of  Tenant  holding  over  in
          violation  of  the terms and provisions of this lease,  including
          all  reasonable claims for damages made by any succeeding  tenant
          or  purchaser of the Demised Premises against Landlord which  may
          be  founded  upon delay by Landlord in giving possession  of  the
          Demised Premises to such succeeding tenant or purchaser,  so  far
          as  such  damages are occasioned by the unlawful holding over  of
          Tenant.

24.2      Subject to and except as otherwise provided by the provisions  of
          section 17 of this lease, if Tenant

                                    21

<PAGE>

          fails  to  remove  all  goods  and chattels  and  other  personal
          property in possession of Tenant, by whomsoever owned, at the end
          of  the Term or at such other time as Landlord may be entitled to
          re-enter and take possession of the Demised Premises pursuant  to
          any  provision  of  this lease, Tenant hereby irrevocably  makes,
          constitutes  and appoints Landlord as the agent and  attorney-in-
          fact  of  Tenant  to  remove all goods  and  chattels  and  other
          personal property from the Demised Premises to a reasonably  safe
          place  of storage, the moving and storage to be at the sale  cost
          and  expense of Tenant.  Tenant covenants and agrees to reimburse
          and  pay  to Landlord all expenses which Landlord incurs for  the
          removal  and  storage  of all such goods and  chattels.   Without
          limiting  the foregoing, Tenant shall be deemed to have abandoned
          such goods, chattels and other personal property and Landlord may
          elect that the same shall become its property.

24.3      No act or thing done by Landlord shall be deemed an acceptance of
          the  surrender  of  the  Demised Premises unless  Landlord  shall
          execute  a  written release of Tenant and unless Tenant  and  any
          first  leasehold  mortgagee of Tenant  shall  also  execute  such
          written  release.   Tenant's liability  hereunder  shall  not  be
          terminated  by the execution by Landlord of a new  lease  of  the
          Demised Premises.

     25.  DEFAULT BY TENANT.

     25.1 if before or during the Term there shall occur any of the
following events ("Events of Default"):

     (a)   except  as otherwise provided in section 25.2, if  Tenant  shall
make  a general assignment for the benefit of creditors, or shall admit  in
writing its inability to pay its debts as they become due, or shall file  a
petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or
shall file a petition seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any  present
or  future statute, law or regulation, or shall file an answer admitting or
not  contesting the material allegations of a petition against  it  in  any
such  proceeding,  or  shall  seek  or  consent  to  or  acquiesce  in  the
appointment  of  any  trustee,  receiver or liquidator  of  Tenant  or  any
material part of its assets; or

     (b)  except as otherwise provided in section 25.2, if, within 60 days
after the commencement of any proceeding against Tenant seeking any
reorganization, arrangement, composition, readjustment, liquidation,

                                    22

<PAGE>

dissolution or similar relief under any present or future statute,  law  or
regulation, the proceeding shall not have been dismissed, or if, within  60
days after the appointment without the consent or acquiescence of Tenant of
any  trustee, receiver or liquidator of Tenant or of any material  part  of
its assets, the appointment shall not have been vacated; or

     (c)  except as otherwise provided in section 25.2, if the interest  of
Tenant in the Demised Premises shall be sold under execution or other legal
process; or
     
     (d)  if Tenant shall fail to pay any installment of Base Rent or
Additional Rent when the same is due and the failure shall continue for 10
days after Landlord gives Tenant notice thereof; or

     (e)   if  Tenant  shall  fail to perform or observe  any  requirement,
obligation, agreement. covenant or condition of this lease, other than  the
payment  of any installment of Base Rent or Additional Rent, and  any  such
failure  shall  continue  for 30 days after Landlord  gives  Tenant  notice
thereof, or if such failure cannot be remedied within 30 days, then  for  a
reasonable time thereafter, provided Tenant diligently commences to  remedy
the  failure within the 30-day period and prosecutes the same to completion
with diligence; or

     (f)  if any representation or warranty contained in this lease shall
prove to be incorrect in any material respect on the date upon which it was
made; or

     (g)  if an Event of Default occurs pursuant to section 16.2 of the
Agreement; or

     (h)  if there is an event of default by Tenant under any financial
agreement involving more than $2,000,000 which relates to the construction
or operation of the Facility and which is not cured within any applicable
grace periods; or
     
     (i)  if Tenant fails to obtain or maintain any material permit or
license required to construct or operate the Facility;

     (j)  if there is an assignment for the benefit of creditors of
Guarantor; or

     (k)  if Guarantor is adjudged a bankrupt or a petition is filed by or
against Guarantor under the provisions of any state insolvency law or under
the provisions of federal bankruptcy laws; or

                                    23

<PAGE>

     (l)  if the business or principal assets of Guarantor are placed in
the hands of a receiver, assignee or trustee; or

     (m)  if Guarantor is dissolved;

then  at  any time following any of such Events of Default, Landlord  shall
have  all of the rights available to Landlord pursuant to section  16.4  of
the Agreement, including, but not limited to, Landlord's right to terminate
this  lease and the Agreement except as otherwise provided in sections 25.2
or 20 hereof.

25.2      The events of default set forth in subsections 25.1(a), (b), (c),
          (f)  and  (h) above shall not constitute an Event of  Default  or
          otherwise affect the validity of this lease so long as Tenant, in
          its  status  as Seller under the Agreement, continues to  provide
          all  of  the services described in the Agreement on the  part  of
          Seller  to  be performed and complies with its other  obligations
          under this lease and the Agreement, and in such event, this lease
          shall  continue  to remain in full force in accordance  with  the
          terms herein contained.

25.3      The  non-prevailinq party agrees to pay all costs of  proceedings
          brought  or  defended by the prevailing party for the enforcement
          of  any  terms and conditions of this lease, including reasonable
          attorney's  fees  and  expenses,  which,  if  Landlord   is   the
          prevailing party, shall be deemed Additional Rent for the  period
          with  respect  to  which the Event of Default  occurred,  payable
          immediately upon the final disposition of any suit.

25.4      Except  as  limited by section 16.4 of the Agreement,  no  remedy
          herein conferred upon or reserved to Landlord is intended  to  be
          exclusive  of any other remedy herein or provided by law  or  the
          Agreement, but each shall be cumulative and shall be in  addition
          to  every  other  remedy  given hereunder  or  now  or  hereafter
          existing  at  law  or in equity or by statute.  The  receipt  and
          acceptance  by Landlord of rent with knowledge of the default  by
          Tenant in any of Tenant's obligations under this lease shall  not
          be  domed a waiver by Landlord of the default.  Nothing contained
          in  this lease shall limit or prejudice the right of Landlord  to
          prove  for and obtain in proceedings for bankruptcy or insolvency
          an  amount equal to the maximum allowed by any statute or rule of
          law in effect at the time when, and governing the proceedings  in
          which, the damages are to be proved, whether or not the amount be
          greater, equal to or less than the amount of the loss or  damages
          referred to above.

                                    24

<PAGE>

25.5      No  waiver by Landlord of any Event of Default or any default  by
          Tenant in any covenant, agreement or obligation under this  lease
          or  the Agreement shall operate to waive or affect any subsequent
          Event  of  Default  or  default in  any  covenant,  agreement  or
          obligation  hereunder  or  in  the  Agreement,  nor   shall   any
          forbearance by Landlord to enforce a right or remedy  upon  an  -
          Event  of Default or any such default be a waiver of any  of  its
          rights  and  remedies  with respect to  that  or  any  subsequent
          default  or  in  any  other manner operate to  the  prejudice  of
          Landlord.

     26.  QUIET ENJOYMENT.

     Landlord  covenants that Tenant, on paying the rental  and  performing
the  covenants  and conditions contained in this lease, may  peaceably  and
quietly have, hold and enjoy the Demised Premises for the term aforesaid.

     27. CERTIFICATES.

     Each  party agrees at any time and from time to time during the  Lease
Term,  within  10  days  after written request from  the  other  party,  to
execute, acknowledge and deliver to the other party or to a third  party  a
statement in writing certifying that this lease is unmodified and  in  full
force and effect (or if there have been modifications, that the. same is in
full  force and effect as modified and stating the modifications), and  the
dates  to which the Base Rent, Additional Rent and other charges have  been
paid  in advance, if any, and stating whether or not, to the best knowledge
of  the party making such certificate, the other party is in default in the
performance  of  any  covenant, agreement or condition  contained  in  this
lease,  and,  if so, specifying each such default of which such  party  may
have  knowledge.  Such third party shall have the right to  rely  upon  the
contents of any such written statement.

     28. NOTICES.

28.1      Whenever  it is provided herein that notice, demand,  request  or
          other  communication  shall or may be given  to  or  served  upon
          either  of the parties, or if either of the parties shall  desire
          to  give  or serve upon the other any notice, demand, request  or
          other  communication with respect hereto or the Demised Premises,
          the  notice shall be in writing, and. any law or statute  to  the
          contrary notwithstanding, shall be given or served as follows:

                                    25

     (a)  if given or served by Landlord, by hand delivery, by overnight
nationwide courier delivery service or by mailing the same to Tenant by
registered or certified mail, postage prepaid, return receipt requested,
addressed to Tenant at the Demised Premises or at such other address as
Tenant may from time to time designate by notice given to Landlord in the
manner herein provided, with a copy to any first mortgagee of which
Landlord has notice under section 21.6; and

     (b)   if  given  or served by Tenant, by hand delivery,  by  overnight
nationwide  courier delivery service or by mailing the same to Landlord  by
registered  or  certified mail, postage prepaid, return receipt  requested,
addressed to Landlord at the address first set forth above or at such other
address  as  Landlord may from time to time designate by  notice  given  to
Tenant in the manner herein provided.

     28.2 Every notice, demand, request or other communication hereunder
shall be deemed to have been given or served (a) at the time that the same
shall be hand delivered or delivered by the courier delivery service or (b)
3 days after the same shall be deposited in the United States mails,
postage prepaid, in the manner aforesaid.  No notice given by Landlord
shall be effective unless given to any first mortgagee of which Landlord
has notice under section 21.6.

     29. CAPTIONS.

     The  captions  to the sections of this lease are inserted  only  as  a
matter  of  convenience and for reference and in no way  define,  limit  or
describe the scope or intent of this lease or any part thereof nor  in  any
way affect this lease or any part thereof.

     30.  COVENANTS AND CONDITIONS.

     All  of  the  terms and provisions of this lease shall be  deemed  and
construed  to  be  "covenants" and "conditions"  to  be  performed  by  the
respective  parties  as though words specifically expressing  or  importing
covenants  and  conditions were used in each separate  term  and  provision
hereof.

     31. WAIVER OF TRIAL BY JURY.

     Landlord and Tenant hereby mutually waive their rights to trial by
jury in any action, proceeding or counterclaim brought by either of the
parties hereto

                                    26

<PAGE>

against  the other on any matters whatsoever arising out of or in  any  way
connected  with  this  lease,  Tenant's use or  occupancy  of  the  Demised
Premises, and any claim of injury or damage.

     32. DEFINITION OF TERM "LANDLORD"

     When  the  term "Landlord" is used in this lease it shall be construed
to  mean  and  include only the then owner of the fee title of the  Demised
Premises.   Upon the transfer by Landlord of the fee title to  the  Demised
Premises,  Landlord shall give Tenant notice in writing  of  the  name  and
address of Landlord's transferee.  In such event the former Landlord  shall
be  automatically  freed  and relieved from and  after  the  date  of  such
transfer of title of all personal liability with respect to the performance
of  any  of  the  covenants and obligations on the part of Landlord  herein
contained  to  be  performed  so long as the  transfer  and  conveyance  by
Landlord  is  expressly  subject  to  the  assumption  by  the  grantee  or
transferee of such covenants and obligations of Landlord.

     33.  BROKERAGE REPRESENTATION.

     Tenant hereby represents and warrants to Landlord that it did not  see
the  Demised  Premises with, nor was it introduced to the Demised  Premises
by, any real estate broker or agent thereof.  Tenant further represents and
warrants  that  it  knows of no person who is entitled  to  a  real  estate
brokerage  commission  or  sum  in  lieu thereof  in  connection  with  the
execution  of  this lease or the creation of the tenancy effected  by  this
lease.
     
     34.  COVENANTS OF FURTHER ASSURANCES.
     
     34.1  If,  in connection with Landlord's obtaining financing  for  the
Demised  Premises or the Entire Property, a lender shall request reasonable
modifications in this lease as a condition to such financing, Tenant  will,
contingent upon Tenant's obtaining the prior consent of its mortgagee,  not
unreasonably withhold, delay or defer its written consent thereto, provided
that  such  modifications  do  not  in  Tenant's  reasonable  judgment  (a)
materially  increase  the  obligations of Tenant  hereunder  or  under  the
Agreement or (b) materially adversely affect the leasehold interest  hereby
created  or  Tenant's  use and enjoyment of the Demised  Premises  pursuant
hereto or to the Agreement.

     34.2 If in connection with Tenant's obtaining financing for the
Facility or the Demised Premises, a lender shall request reasonable
modifications in this

                                    27

<PAGE>

lease  as  a  condition to such financing, Landlord will , contingent  upon
Landlord's   obtaining  the  prior  consent  of  it   mortgagee   to   such
modifications,  not  unreasonably withhold,  delay  or  defer  its  written
consent  thereto,  provided that such modifications do  not  in  Landlord's
reasonable  judgment  (a)  materially decrease the  obligations  of  Tenant
hereunder  or  under the Agreement (b) materially increase  the  Landlord's
obligation  hereunder  or  thereunder or (c)  materially  adversely  affect
Landlord's estate and interest hereunder.

     35.  ENTIRE AGREEMENT

     This lease contains the entire agreement between the parties and shall
not be modified in any manner except by an instrument in writing executed
by the parties.

     36. APPLICABLE LAW.

     This lease and the performance thereof shall be governed by and
construed in accordance with the laws of the state of Now Jersey.

     37.  BIND AND INURE CLAUSE.

     The  terms,  covenants and conditions of this lease shall  be  binding
upon  and  inure  to the benefit of each of the parties hereto,  and  their
respective successors and assigns.

     38. TENANT'S RECOURSE.

     In any action or proceeding brought by Tenant against Landlord on this
lease, Tenant shall look solely to the Demised Premises for the payment  of
any  damages or satisfaction of any liabilities or obligations of Landlord,
and  no judgment obtained by Tenant shall be enforceable against, or a lien
upon,  any  property  of  Landlord other than the Demised  Premises.   This
section  38 shall have no applicability to Landlord's liability  to  Tenant
under the Agreement.

     39.      OPTIONS TO PURCHASE.

39.1      Tenant shall have the right, option and/or obligation to purchase
          the  Demised  Premises  only  to the extent  that  those  rights,
          options and obligations are given to or required of Tenant  under
          the  terms  and  provisions of the Agreement, including  but  not
          limited to Article 5 and section 11.1 of the Agreement.

                                    28

<PAGE>

39.2      If  Tenant elects or is required to purchase the Demised Premises
          under  section 39.1 of this lease, title thereto (including title
          to  all  easements which (a) were theretofore granted by Landlord
          to  Tenant pursuant to this lease and (b) are necessary in  order
          "or  Tenant to continue operating the Facility) will be  conveyed
          to  Tenant  by  a  Bargain and Sale Deed  with  Covenant  against
          Grantor's  Acts  and  a  properly executed  Affidavit  of  Title,
          subject to all agreements and restrictions of record (but free of
          all mortgages and other liens and encumbrances placed by Landlord
          on  the Demised Premises which are capable of satisfaction by the
          payment  of  a fixed sum of money), all applicable provisions  of
          the   Agreement  and  all  facts  which  a  survey  and  physical
          inspection of the Demised Promises would reveal.  Tenant shall be
          obligated at its sole cost and expense to obtain all governmental
          approvals  necessary to consummate such purchase  including,  but
          not limited to, the obtaining of any subdivision and, subject  to
          the  provisions  of  section  40  of  this  lease,  environmental
          approvals   (including  the  complete  cost  of   any   necessary
          environmental cleanup).  If Landlord is unable in good  faith  to
          convey  title as specified herein because of circumstances beyond
          Landlord's  reasonable control, Landlord shall be  released  from
          the obligation to convey title, and shall not be liable to Tenant
          for any damages resulting therefrom.

39.3      If Tenant purchases the Demised Premises, Landlord shall have the
          right,  option  and/or obligation thereafter  to  repurchase  the
          Demised.  Premises only to the extent that those rights,  options
          and  obligations are given to or required of Landlord  under  the
          terms and provisions of the Agreement.  The repurchase rights  of
          Landlord shall be reflected in any deed from Landlord to Tenant.

39.4      Landlord  shall  have  the  right, option  and/or  obligation  to
          purchase  the  Facility  only to the extent  that  those  rights,
          options  and  obligations are given to or  required  of  Landlord
          under  the terms and provisions of Agreement including,  but  not
          limited  to,  Article 5 and section 16.4 of the  Agreement.   Any
          purchase of the Facility and the improvements shall be subject to
          the  lion  of  the mortgage, if then in effect, in favor  of  the
          leasehold  mortgagee  as contemplated by  the  Credit  Agreement,
          which  mortgage  shall  remain a lien on  the  Facility  and  the
          improvements  until all obligations of Tenant to  such  leasehold
          mortgagee are satisfied in full or discharged.

39.5      Neither  Landlord nor Tenant may assign their respective  options
          and obligations to purchase the

                                    29

<PAGE>

Demised Premises or the Facility, as applicable, except to the extent
permitted by their respective mortgages and as otherwise permitted under
the terms and provisions of the, Agreement.

39.6        TENANT AIM LANDLORD AGREE THAT TIME IS OF THE ESSENCE NOT  ONLY
          IN  EXERCISING  ALL OF THEIR RESPECTIVE PURCHASE  OPTIONS  AND/OR
          OBLIGATIONS BUT ALSO IN CLOSING THS PURCHASE THEREAFTER.   TENANT
          AND LANDLORD ALSO AGREE THAT TIME IS OF THE ESSENCE REGARDING THE
          NOTICE  OF  TERMINATION  DESCRIBED  IN  SECTION  5.1(ii)  OF  THE
          AGREEMENT.


     40.  ENVIRONMENTAL OBLIGATIONS.

     40.1 For purposes of this section,



     (a)    "Hazardous   Substances"  include  any  pollutants,   dangerous
substances  or any "hazardous wastes" or "hazardous substances" as  defined
in  or  pursuant to the Environmental Cleanup Responsibility Act  (N.J.S.A.
13:  1K-6  et  seq.)  ("ECRA"),  the Spill  Compensation  and  Control  Act
(N.J.S.A. 58:10-23.11 et seq.), the Resource Conservation and Recovery  Act
(42   U.S.  SS6901  et  seq.),  the  Comprehensive  Environmental  Response
Compensation  and  Liability Act (42 U.S.C. SS9601 et seq.)  or  any  other
state or federal environmental law or regulation.

     (b)  "Enforcement Notice" means a summons, citation, directive, order,
claim,  litigation, investigation, judgment, letter or other communication,
written  or  oral, actual or threatened, from the Now Jersey Department  of
Environmental   Protection  ("NJDEP"),  the  United  states   Environmental
Protection  Agency  "USEPA") or other Federal, State  or  local  agency  or
authority,   or  any  other  entity  or  any  individual,  concerning   any
intentional  or unintentional action or omission resulting or  which  might
result in the Releasing of Hazardous Substances into the waters or onto the
lands  of  the State of New Jersey, or into waters outside the jurisdiction
of  the  State of New Jersey where damage may have resulted to  the  lands,
waters,  fish,  shellfish, wildlife, biota, air or other  resources  owned,
managed,  hold  In  trust  or  otherwise  controlled  by,  or  within   the
jurisdiction  of.  the State of Now Jersey, or into the  'environment',  as
such term is defined in 42 U.S.C. SS9601(8).

     (c)  "Releasing', means releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping, leaching,
disposing, dumping or otherwise placing.

                                    30

<PAGE>

40.2      The  Demised  Premises shall not be used and/or occupied  by  the
          Tenant to generate, manufacture, refine, transport, treat, store,
          handle, dispose, transfer or process Hazardous Substances, except
          as  disclosed  by the Tenant in Appendix A.  Notwithstanding  the
          previous   sentence,  Tenant  shall  be  permitted  to  generate,
          manufacture,  refine, transport, treat, store,  handle,  dispose,
          transfer  or  process Hazardous Substances in addition  to  those
          listed in Appendix A if and only if (a) Tenant obtains Landlord's
          prior  written  consent,  such consent  not  to  be  unreasonably
          withheld,  and  (b)  the Hazardous Substances  are  necessary  or
          appropriate in connection with Tenant's operation of the Facility
          and  (c) Tenant proves to Landlord's reasonable satisfaction that
          all such Hazardous Substances will be used in accordance with all
          applicable requirements of all applicable public authorities.

40.3      The  Demised Premises shall not be used by as a "Major Facility",
          as  such term is defined as a "Major Facility" in N.J.S.A. 58:10-
          23.llb(l).

40.4      The  Tenant shall not suffer or permit any lien to attach to  the
          Demised  Premises as a result of the chief executive of  the  New
          Jersey Spill Compensation Fund ("Spill Fund" or "Fund") expending
          monies  from  the  Fund to pay for "Damages",  as  such  term  is
          defined  in  N.J.S.A. 58:10-23.11(g) ("Damages") and/or  "Cleanup
          and   Removal  Costs",  as  such  term  is  defined  in  N.J.S.A.
          58:1023.11b(d) ("Cleanup and Removal Costs"), arising  after  the
          Commencement Date from any intentional or unintentional action or
          omission  of  the  Tenant, user and/or operator  of  the  Demised
          Premises, resulting in the Releasing of Hazardous Substances into
          the  waters or onto the lands of the State of Now Jersey, or into
          waters outside the jurisdiction of the State of New Jersey  where
          damage  may  have resulted to the lands,  waters,           fish,
          shellfish,  wildlife,  biota,  air  or  other  resources   owned,
          managed, held in trust or otherwise controlled by, or within  the
          jurisdiction of, the State of New Jersey.  Under no circumstances
          shall  Tenant be responsible for Damages or Cleanup  and  Removal
          Costs for the remediation of Hazardous Substances Released at the
          Demised  Premises prior to the Commencement Date or  Released  by
          Landlord.

40.5      Tenant  shall not suffer or permit any Enforcement Notice or  any
          facts  which might result in any Enforcement Notice with  respect
          to  the  Demised  Premises arising, in  either  case,  after  the
          Commencement Date from any intentional or unintentional action or
          omission  of  the  Tenant, user and/or operator  of  the  Demised
          Premises,

                                    31

<PAGE>

resulting in the Release of Hazardous Substances on or after the
Commencement Date.

40.6      If  the Tenant obtains knowledge of the assertion of any lien, as
          set forth in section 40.4, or an Enforcement Notice, as set forth
          in  section  40.5, or obtains knowledge of facts which  may  give
          rise to such lien or Enforcement Notice, whether written or oral,
          it shall promptly notify the Landlord in writing.

40.7      At  the  request of Landlord during and after the  Term,  in  the
          event  of  an  Enforcement Notice or other circumstances  leading
          Landlord reasonably to conclude an Enforcement Notice could issue
          as  a  result  of events, actions or facts occurring  or  arising
          after   the   Commencement  Date,  the  Tenant  will  retain   an
          environmental consultant, acceptable to the Landlord. to  conduct
          an  appropriate  on-site  inspection  of  the  Demised  Premises,
          including  if  necessary a geohydrological  survey  of  soil  and
          subsurface  conditions as well as other tests, to  determine  the
          presence  of  such Hazardous Substances and the consultant  shall
          certify  to  the Landlord whether, in his professional  judgment,
          there exists any evidence of the presence of Hazardous Substances
          on or in the Demised Premises.

40.8      If  there  shall be filed a lien against the Demised Premises  by
          the  NJDEP  pursuant to and in accordance with the provisions  of
          N.J.S.A.  58:10-23.11f(f) as a result of the chief  executive  of
          the  Spill Fund having expended monies from the Spill Fund to pay
          for  Damages and/or Cleanup and Removal Costs attributable to the
          Releasing  of  Hazardous Substances after the Commencement  Date,
          the  Tenant shall immediately either (a) pay the claim and remove
          the  lien  from  the Demised Premises, or (b) furnish  M  a  bond
          satisfactory  to the Landlord in the amount of -he claim  out  of
          which  the lien arises, (ii) a cash deposit in the amount of  the
          claim  out  of  which  the lien arises, or (iii)  other  security
          reasonably  satisfactory to the Landlord in an amount  sufficient
          to discharge the claim out of which the lien arises.

40.9      The  Tenant  warrants and represents that the Standard Industrial
          Code  ("SIC  Code") number for the activities to  be  carried  on
          within the Demised Premises is 4931, and that no other activities
          having  any different SIC Code numbers shall be conducted on  the
          Demised  Premises  without the Landlord's prior written  consent,
          which consent may be arbitrarily withheld.

40.10     Compliance with the provisions of ECRA ("ECRA Compliance" or
          "ECRA Clearance") shall be accomplished by either (a) obtaining
          an "ECRA Nonapplicability

                                    32

<PAGE>

          Letter"  from  the  NJDEP  (if ECRA is  not  applicable)  or  (b)
          submitting to the NJDEP a "Negative Declaration", as such term is
          defined  in N.J.A.C. 7:1-3.3 ("Negative Declaration") or in  lieu
          thereof  submitting and implementing a "cleanup  plan",  as  such
          term  is  defined  in  N.J.A.C. 7:1-3.3  ("Cleanup  Plan").   The
          allocation of responsibility between Tenant and Landlord for ECRA
          compliance  shall  be as follows (subject to  the  allocation  of
          costs pursuant to section 40.11):

(a)  if  ECRA Compliance is necessary because Tenant has exercised  any  of
     its rights under the Agreement to purchase either the Demised Premises
     or  the Entire Property (including the Demised Premises), Tenant shall
     be  responsible for ECRA Compliance for both such acquisition and  any
     subsequent resale of said property pursuant to the Agreement; and

(b)  if ECRA Compliance is necessary because Tenant ceases its operations
     at the Facility, Tenant shall be responsible for ECRA compliance; and

(c)  if  ECRA Compliance is necessary for any reason other than the reasons
     set  forth  in  subsections 40.10(a) or (b), the party  whose  actions
     caused  ECRA Compliance to be necessary shall be responsible for  such
     compliance.

Notwithstanding anything in this section 40.10 to the contrary, Tenant  and
Landlord  agree  to  cooperate with each other and to exchange  information
relating  to  ECRA Compliance regardless of which party is responsible  for
such Compliance.

     40.11  The allocation of responsibility as between Tenant and Landlord
for the payment of any and all costs and fees ("ECRA Costs") associated
with ECRA compliance shall be as follows:

             (a)     all of that portion of ECRA Costs which relates either
to  (i)  obtaining  an ECRA Nonapplicability Letter or  (ii)  submitting  a
Negative   Declaration  to  the  NJDEP,  excluding   the   submission   and
implementation of any necessary sampling plan, shall be paid by  the  party
who is responsible for ECRA compliance pursuant to section 40.io above; and

             (b)   all  of  that  portion of ECRA Costs  which  relates  to
submitting and implementing a sampling plan or

                                    33

<PAGE>

a  cleanup Plan shall be paid by, and the submission and implementation  of
the  Cleanup  Plan shall. to the extent permitted by NJDEP under  ECRA,  be
controlled   by   (i)  Landlord  if  the  Hazardous  Substances   requiring
remediation were either Released prior to the Commencement Date or Released
by   Landlord  and  (ii)  Tenant  if  the  Hazardous  Substances  requiring
remediation were Released after the Commencement Date and were not Released
by Landlord.
        
40.12     Unless  Tenant  delivers  an  ECRA  Nonapplicability  Letter   to
          Landlord  on  or before 6 months prior to the end  of  the  Term,
          Tenant shall commence its ECRA compliance efforts relating to its
          cessation of operations at east 6 months prior to the end of  the
          Term  and  diligently pursue such efforts to conclusion.   Tenant
          shall  keep Landlord fully informed of its progress in  obtaining
          ECRA  Clearance  by  sending  a copy of  all  correspondence  and
          documents to Landlord and by delivering an ECRA Compliance status
          report  to  Landlord every 30 days during the  6-month  clearance
          period. it is understood and agreed by Tenant that Landlord shall
          have  the  right  to  rely an and shall rely on  all  statements,
          representations, warranties and commitments made by Tenant to the
          NJDEP   pursuant   to  this  section  an  if   such   statements,
          representations,  warranties  and  commitments  had   been   made
          directly  to  the  Landlord,  if  Tenant  fails  to  obtain  ECRA
          Clearance  on  or  before the and of the Term,  Tenant  shall  be
          liable  to  Landlord as a holdover tenant, without  limiting  any
          other  liability of Tenant to Landlord resulting from its default
          under this lease.

     40.13  Whenever the terms ECRA, Spill Fund, Major Facility and similar
terms and statutory references are used in this lease, they shall be deemed
to include any similar, future or successor statutory references and/or
terms as may apply to the Demised Premises and its use and occupancy by
Tenant under this lease.

     41.  GUARANTY.

     O'Brien  Energy  Systems,  Inc., of which  Tenant  is  a  wholly-owned
subsidiary,  will  execute  as  Appendix 3 to  this  lease  an  appropriate
guaranty of the due and punctual performance of all of Tenant's obligations
under this lease.  This guaranty will continue in full force and

                                    34
<PAGE>

effect for the duration of this lease unless Landlord and Tenant mutually
agree to terminate it, whereupon it will have no further force or effect.

     42.  RELATIONSHIP TO THE AGREEMENT.

     Notwithstanding anything in this lease to the contrary, in case of any
ambiguity  or contradiction between the terms and provisions of this  lease
and the terms and provisions of the Agreement, the terms and provisions  of
the Agreement shall control.
     
     43.  CONTINUATION OF LEASE
     
     Notwithstanding  any provision of this lease or the Agreement  to  the
contrary, unless this lease is otherwise continued in connection  with  the
assumption  of  the  Agreement by a purchaser of the  "Plant"  pursuant  to
section 5.1(B) of the Agreement (in which case this lease will continue  as
presently written), so long as there is then no Event of Default by  Tenant
under  this lease, this lease shall not terminate upon the exercise by  the
Landlord  of  its  rights  to sell or abandon the "Plant"  as  provided  in
Section  5.1(B) of the Agreement (unless the Tenant purchases  the  Demised
Premises  pursuant  to such Section 5.1(B)) but shall  continue  in  effect
until the twenty-fifth anniversary of the Commencement Date, provided  that
the  parties shall enter into a new lease (or amend this lease) which shall
be on the same terms hereof except that (a) Base Rent shall be renegotiated
to  a  fair  market rental for comparable premises and (b)  all  references
herein  to  the  Agreement (other than those relating to the production  of
steam  by  Tenant  and the purchase thereof by Landlord,  which  references
shall  be  delted) shall, to the extent required to effectuate the purposes
of  this  lease, be replaced by provisions comparable to the provisions  of
the Agreement.

     44.  RECORDING.

     The  parties  agree  that a memorandum of lease in the  form  attached
hereto as Schedule C ("Memorandum of Lease") shall be recorded in the Essex
County  Register's  Office, immediately following  the  Commencement  Date.
Neither  party shall have the right to record either this entire  lease  or
any  writing other than the Memorandum of Lease which describes  the  terms
and provisions of this lease.

                                    35

<PAGE>

        IN  WITNESS WHEREOF, the parties have executed or have caused  this
lease  to be executed by their duly authorized officers and their corporate
seals to be hereunto affixed and attested, all as of the day and year first
above written.

ATTEST

By: /s/ William D. Harper
William D. Harper
V.P. and Secretary


ATTEST

By: /s/ Carlene B. Balickie
Carlene B. Balickie
Assistant Secretary



NEWARK GROUP INDUSTRIES, INC. (Landlord)

By: /s/ Connie B. Smith
Connie B. Smith
V.P.


O'BRIEN (NEWARK) COGENERATION, INC. (Tenant)

By: /s/ Sanders Newman
Sanders Newman
Secretary


<PAGE>
 

                                SCHEDULE A

                       Legal Description of Property
            To be Leased to O'Brien (Newark) Cogeneration, Inc.
                        In the City of Newark, N.J.
                     By Newark Group Industries, Inc.



Beginning at a point in the North Easterly Section of Lot 75, Block 2412,
said point being distant 28.0' South of the Southerly R.O.W. of the Central
Railroad of N.J. and 60.0' Westerly Property Line of Blanchard and running
thence:



(1)  S13-02'12"E a distance of 110.00' to a point; and thence
(2)  Sl-30'00"W a distance of 62.54' to a point; and thence
(3)  N88-30'00"W a distance of 191.00' to a point; and thence
(4)  Nl-30'00"E a distance of 175.00' to a point; and thence
(5)  S86-26'00"E a distance of 163.49' to the point or place of Beginning.


<PAGE>

                               SCHEDULE B-1
                                     
                          [Drawing of lease area]
                                     


<PAGE>


Steam Purchase Agreement between Landlord and Tenant dated October 3, 1986
as amended by Amendments dated March 8, 1988 and July 18. 1988 (as so
amended and as it may be amended from time to time in accordance with the
provisions thereof, the "Agreement"), will terminate 120 days after the
termination of the Agreement or on such other date as may be provided in
the Lease or the Agreement, whether following an extension or renewal
hereof or otherwise.

     3.   The Lease provides the Tenant with (a) the right to extend the
lease term for successive additional terms of five (5) years each but only
in connection with the renewal of the Agreement and upon the terms
contained therein and (b) the right to purchase the Demised Premises and
the Entire Property, such purchase rights of Tenant being exercisable upon
the terms and conditions as more particularly set forth in the Lease and
the Agreement.

     4.   All of the terms, covenants and conditions of the Lease are fully
and particularly set forth in the Lease executed by the parties, which is
incorporated herein by reference as if herein set forth in full.

        IN WITNESS WHEREOF, the parties have set their hands and seals or

caused this Memorandum of Lease to be executed by their proper corporate

officers and their

        

<PAGE>



corporate seals to be affixed, as of the day and year first above written.



ATTEST:


[Seal]


ATTEST:


[Seal]


NEWARK GROUP INDUSTRIES, INC., Landlord

By:



O'BRIEN (NEWARK) COGENERATION, INC., Tenant

By:


<PAGE>

STATE OF NEW JERSEY:

COUNTY or ESSEX:

        BE  IT  REMEMBERED, that on this     day of July, 1988, before  me,
the  subscriber, an Attorney-at-Law of the State of New Jersey,  personally
appeared          who, being by me duly sworn and on his oath, deposed  and
made  proof  to my satisfaction that he is the            of  Newark  Group
Industries, Inc., and the person who has signed the within instrument,  and
I  having  first made known to him the contents thereof, he did acknowledge
that  he  signed, sealed with the proper corporate seal and  delivered  the
same as such officer an behalf of the corporation as its voluntary act  and
deed, made by virtue of authority from its board of directors, for the uses
and purposes therein expressed.


                                        Attorney-at-Law of New Jersey


STATE OF NEW JERSEY:

COUNTY OF ESSEX:

        BE  IT REMEMBERED, that an this        day of 19  , before me,  the
subscriber,  a  Notary  Public of  the  State  of             ,  County  of
personally appeared          who, being by me duly sworn and on this  oath,
deposed  and made proof to my satisfaction that he is the     of       ,and
the  person  who has signed the within instrument; and I having first  made
known  to  him  the contents thereof, he did acknowledge  that  he  signed,
sealed  with  the  proper corporate seal and delivered  the  same  as  such
officer on behalf of the corporation as its voluntary act and deed, made by
virtue  of authority from its board of directors, for the uses and purposes
therein expressed.



Notary Public
(Apply Raised Seal and Stamp indicating expiration date of Commission)


Prepared by:

<PAGE>

APPENDIX A

Tenant's Hazardous Substance List

     Type of
Hazardous substance

1.  No 2 Fuel
    or Kerosene

2.  Ammonia
    Selective

3.  Drew Chemical
    Adjunct B or F
   (or equivalent)t
    Neutral orthophosphate

4.  Mekor (R) 70 (or
    equivalent):
    Volatile organic oxygen
    Scavenger/Metal passivator

5.  Amercor 8750
    Inhibitor (or
    Equivalent):
    Neutralizing Amines

6.  Advantage (R) 202
    Deposit Inhibitor
    (or equivalent):
    Polymeric Antiscalant-
    Sequesterant (as a substitute
    for Item 3)

7.  PerforMax
    4021/403
    Chlorine
    Sulfuric Acid

8.  Lubricants

9.  Sulfuric Acid

10. Sodium Hydroxide
    (Caustic Soda)

11. Sodium Sulfite

12. Solvents
    (Degreasers)


<PAGE>

                            MEMORANDUM OF LEASE


THIS MEMORANDUM OF LEASE made this 18th day of July, 1988,
BETWEEN  NEWARK GROUP INDUSTRIES, a New Jersey corporation  located  at  57

Freeman Street, Newark, New Jersey 07105 ("Landlord"),



AND O'BRIEN (NEWARK) COGENERATION, INC., a Delaware corporation located at

225 South Eighth Street, Philadelphia, Pennsylvania 19106 ("Tenant"),


                            W I T N E S S T H":

        1.     The parties do hereby acknowledge and declare that they have

entered into a lease dated as of July 18, 1988, ("Lease") for a portion  of

the  land  in the City of Newark, County of Essex and State of Now  Jersey,

located at 60 Lockwood Street and being known and designated as Lots 75 and

58,  Block 2412 on the Newark, New Jersey Tax Maps ("Entire Property"), and

more particularly described in Schedule A hereto ("Demised Premises").

        

        2.      The  Lease  commenced  an July  18,  1988  and,  except  as

otherwise  Provided  in  Section 5.1(B) of  the  Steam  Purchase  Agreement

between  Landlord and Tenant dated October 3, 1986 an amended by Amendments

dated  March  8, 1986 and July Is, 1988 (as so amended and  as  it  may  be

amended from time to time in accordance with the



Prepared by:


/s/ Margaret F. Black
Margaret F. Black, Esq.
Sills Cummis Zuckerman Radin
Tischman Epstein & Gross

<PAGE>

provisions  thereof, the "Agreement"), will terminate 120  days  after  the

termination  of the Agreement or on such other date as may be  provided  in

the  Lease  or  the  Agreement, whether following an extension  or  renewal

hereof or otherwise.



        3.      The  Lease provides the Tenant with (a) the right to extend

the  lease term for Successive additional terms of five (5) years each  but

only  in  connection with the renewal of the Agreement and upon  the  terms

contained  therein and (b) the right to purchase the Demised  Premises  and

the  Entire Property, such purchase rights of Tenant being exercisable upon

the  terms  and conditions as more particularly set forth in the Lease  and

the Agreement.

        

        4.      All of the terms, covenants and conditions of the Lease are

fully  and  particularly sot forth in the Lease executed  by  the  parties,

which in incorporated herein by reference as if herein set forth in full.



                                     2

<PAGE>

IN WITNESS WHEREOF, the parties have set their hands and seals or caused
this Memorandum of Lease to be executed by their proper corporate officers
as of the day and year first above written.

ATTEST

By: /s/ William D. Harper
William D. Harper, V.P. and Secretary


ATTEST

By: /s/ Carlene B. Balickie
Carlene B. Balickie, Assistant Secretary



NEWARK GROUP INDUSTRIES, INC. (Landlord)

By: /s/ Connie B. Smith
Connie B. Smith, V.P.



O'BRIEN (NEWARK) COGENERATION, INC. (Tenant)

By: /s/ Sanders Newman
Sanders D. Newman
Secretary


<PAGE>

STATE OF NEW JERSEY, COUNTY OF ESSEX      SS:
                                     
I CERTIFY that on July 20, 1988,

SANDERS D. NEWMAN


personally came before me and this person acknowledged under oath,
to my satisfaction that:

     (a)  this person signed, sealed and delivered the attached document as
Secretary of O'Brien (Newark) Cogeneration, Inc., the corporation named in
this document:

     (b)  the proper corporate seal was affixed; and

     (c)  this document was signed and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors.


/s/ Margaret F. Black
Notary Public/Attorney at Law
Of New Jersey




STATE OF NM JERSEY, COUNTY OF ESSEX      SS:


I CERTIFY that on July 15, 1988,

CONNIE B. SMITH


personally came before me and this person acknowledged under oath, to my
satisfaction that:

     (a)  this person signed, sealed and delivered the attached document as
Vice President of Newark Group Industries, Inc., the corporation named in
this document:

     (b)  the proper corporate seal was affixed; and

     (c)  this document was signed and made by the corporation as its
voluntary act and deed by virtue of authority from its Board of Directors.

/s/ Margaret F. Black
Margaret F. Black
Attorney at Law of New Jersey