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                                                                    Exhibit 10.4
                                 LEASE AGREEMENT

                                     BETWEEN

                            UCAR CARBON COMPANY INC.

                                   "LANDLORD"

                                       AND

                              UCAR GRAPH-TECH INC.

                                    "TENANT"

                                 January 1, 2000
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                                TABLE OF CONTENTS

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

Exhibit "A"       Premises                                                              26
</TABLE>

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                                 LEASE AGREEMENT

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

                                   WITNESSETH

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

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

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

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

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ARTICLE 1 - LEASED PREMISES

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

         1.2      Landlord shall have reasonable access and other rights as
                  necessary or appropriate to install and maintain utility and
                  other systems serving the Plant Site, whether now existing or
                  hereafter installed upon the Premises, including without
                  limitation the right to inspect, maintain, repair, replace,
                  change the size of and remove the systems so long as it does
                  not unreasonably interrupt Tenant's use of the Premises.

ARTICLE 2 - TERM OF LEASE


         2.1      Unless sooner terminated as provided herein, the initial term
                  of this Agreement shall commence on January 1, 2000 and shall
                  expire on December 31, 2009 (the "Initial Term"). Tenant shall
                  have the exclusive option to extend the term of this Agreement
                  for one additional period of five (5) years (the extension
                  period commencing January 1, 2010 and expiring December 31,
                  2014; referred to as the "Extended Term"), provided that
                  Tenant delivers to Landlord, at least 24 months in advance of
                  the last day of the Initial Term, written notice of its
                  intention to so extend the term. Any such extension shall be
                  upon the same terms and conditions as set forth herein, except
                  as to the Rent payable for the Extended Term. References to
                  the "term hereof" or the "term of this Agreement" shall mean
                  the Initial Term and the Extended Term, together. Upon
                  exercise of any such option, Landlord shall be obligated to
                  lease to Tenant, and Tenant shall be obligated to take and
                  hire from Landlord upon and subject to the terms, covenants,
                  conditions and provisions of this Agreement, for such Extended
                  Term, the Premises, together with the access, use and rights
                  mentioned in Article 1.

         2.2      Landlord may revoke the Tenant's option to extend the term of
                  the Agreement upon providing Tenant with written notice at
                  least thirty-six (36) months prior to the end of the Initial
                  Term. Should Tenant be unable, after using reasonable efforts,
                  to vacate the Premises within that time

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                  period, Tenant may extend the Agreement on a month to month
                  basis for a maximum of six (6) months. In that case, the Rent
                  shall be calculated pursuant to Article 27, Holdover Tenancy.

ARTICLE 3 - RENT AND ADDITIONAL RENT

         3.1      During the first five (5) years of the Initial Term, Tenant
                  shall pay to Landlord Rent equal to $213,210.00 per year
                  payable at the rate of $53,302.50 per quarter.

                  For the remainder of the Initial Term (5 years) and for the
                  Extended Term, the Rent shall equal the fair market rent of
                  the Premises as of the commencement of the second five (5)
                  years of the Initial Term and the Extended Term as mutually
                  agreed by the parties at least 6 months before each such
                  commencement or, if the parties are unable to so agree,
                  determined as follows: within 20 days after the beginning of
                  such 6 month period, each party shall employ, at its expense,
                  a qualified MAI real estate appraiser to determine the fair
                  market rent of the Premises for the second five (5) years of
                  the Initial Term or the Extended Term and require such
                  appraiser to make such determination within 30 days
                  thereafter. If the appraisers' fair market rents vary by less
                  than 10% of the higher rent, the average of the two rents
                  shall become the Rent for the second five (5) years of the
                  Initial Term or the Extended Term, as applicable. If the rents
                  vary by greater than 10%, the parties shall appoint a third
                  appraiser to determine the fair market rent and the two
                  closest appraised rents shall be averaged to determine the
                  Rent for the second five (5) years of the Initial Term or the
                  Extended Term. The costs of such third appraiser shall be
                  borne equally by the parties.

                  The Rent, payable in advance for each quarter, shall become
                  due and payable, without notice or demand, on the first day of
                  each calendar quarter during the term hereof, without any
                  setoff, counterclaim or deduction for any reason whatsoever.

         3.2      During the term hereof, Tenant shall pay to Landlord as
                  Additional Rent, within thirty (30) days after receipt of an
                  invoice, the charges for a pro-rata share of insurance
                  premiums as set out in Article 12 and taxes and assessments as
                  defined in Article 7.

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

ARTICLE 4 - USE

         4.1      Tenant may use and occupy the Premises for the production,
                  storage, transportation, sale and distribution of carbon
                  and/or natural graphite

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                  based and related products, as well as, fuel cell, automotive,
                  thermal management, heat management, fire protection,
                  electrical and fluid sealing products and for any other lawful
                  purpose incidental thereto, but for no other purpose unless
                  approved in writing by Landlord.

         4.2      In its occupation and use of the Premises, Tenant shall comply
                  fully with all applicable regulatory, governmental and court
                  orders and all applicable local, State and Federal laws,
                  ordinances, rules and regulations. Tenant shall not by reason
                  of its use of the Premises at any time throughout the term of
                  this Agreement violate or cause to be violated any such laws,
                  ordinances, orders, rules or regulations or the reasonable
                  rules and regulations of the carriers insuring the Premises,
                  or the Board of Fire Underwriters or its equivalent, and such
                  compliance and observation shall be at Tenant's sole cost and
                  expense.

         4.3      Landlord shall have the right to impose restrictions and
                  obligations on Tenant's use and maintenance of the Premises
                  which are no more restrictive than those imposed on other
                  tenants within the Plant Site.

         4.4      Tenant shall indemnify and hold harmless Landlord from any
                  claim, damage, loss, liability and obligation due to any
                  violation of this Article 4.

         4.5      Tenant shall not, without Landlord's written consent, produce,
                  generate, emit, treat, recycle, store, bury or dispose of any
                  hazardous or toxic materials, substances or wastes upon the
                  Premises other than the production, generation, emission and
                  storage of those of types and in amounts normally generated in
                  the Tenant's business over the 3-year period prior to the date
                  hereof. If such laws, rules, orders, ordinances or regulations
                  reduce the amount of waste which may be accumulated at the
                  initial point of generation, then Tenant shall comply
                  therewith.

         4.6      In its occupation and use of the Premises, Tenant shall comply
                  at a minimum with all health, safety or operating conditions,
                  restrictions, obligations and standards imposed by such laws,
                  rules, orders and ordinances or regulations with respect to
                  the various areas and buildings comprising the Plant in order
                  to facilitate the safe occupation and use of the Plant.

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

ARTICLE 5 - REPAIRS AND MAINTENANCE

         5.1      Tenant shall, at its sole cost and expense, keep and maintain
                  the Premises in a clean and orderly condition and perform all
                  necessary or required maintenance, repairs and replacements.
                  Tenant shall not cause or permit

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                  any waste, damage or disfigurement to the Premises (other than
                  reasonable wear and tear) or any overloading of the floors of
                  the Premises.

         5.2      Landlord shall, at its sole cost and expense (or require its
                  other tenants within the Plant Site to), keep and maintain the
                  Plant Site, excluding the Premises, in a clean and orderly
                  condition and perform all necessary or required maintenance,
                  repairs and replacements. Landlord shall (or shall require
                  such other tenants to) not cause or permit any waste, damage
                  or disfigurement to the Plant Site, excluding the Premises,
                  other than for reasonable wear and tear.

ARTICLE 6 - ALTERATIONS;  IMPROVEMENTS; TAXES

         6.1      The Tenant shall not make any structural alterations or
                  additions to the Premises without the written consent of the
                  Landlord, which consent shall not be unreasonable withheld or
                  delayed. Landlord's consent shall not be required for (a)
                  minor changes not exceeding $100,000 in total cost and which
                  will not reduce the value of the building, affect its basic
                  design, or impair its structural strength and integrity, or
                  (b) addition of fixtures and equipment which do not damage the
                  Premises.

         6.2      Any alterations or improvements made under this Article 6
                  shall be made at the Tenant's sole cost and expense and Tenant
                  shall be entitled to any and all salvage. Landlord shall
                  cooperate with Tenant in any governmental applications or
                  otherwise in making said alterations and improvements,
                  provided, however, such cooperation shall be without cost or
                  expense to Landlord.

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

ARTICLE 7 - UTILITIES, SERVICES AND TAXES

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

                  (a)      Landlord shall maintain the Tenant's access to all
                           utilities and systems necessary for the Tenant's use
                           of the Premises, including, but not limited to,
                           necessary power, gas, water and sewer lines. Tenant
                           shall provide and pay for all utilities used in or in
                           connection with the Premises during the term of this
                           Agreement.

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                  (b)      Landlord shall not be liable to Tenant for any claim,
                           damage, loss, obligation or liability due to (i)
                           Landlord's inability or failure to maintain Tenant's
                           access to the utilities or systems on account of any
                           force majeure occurrence, (ii) any failure of
                           Tenant's utility suppliers to provide adequate and
                           reliable service which affects Landlord's ability to
                           maintain access to the utility lines, (iii) any
                           failure, to maintain, improper maintenance,
                           interruption or curtailment of any of the utilities
                           or systems due to equipment, labor or other problems
                           which do not arise out of the gross negligence or
                           willful misconduct of Landlord or its employees,
                           agents or contractors. In no event shall Landlord be
                           liable to Tenant for any special, incidental or
                           consequential damages due to any failure to maintain,
                           improper maintenance, interruption or curtailment of
                           any of the utility lines.

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

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

         7.4      Landlord shall pay when due all ad valorem taxes and
                  assessments levied, assessed or imposed upon the Premises
                  during the term hereof. If at any time Landlord defaults in
                  the payment of any ad valorem taxes and assessments due upon
                  the Premises, including any taxes and assessments due upon
                  adjoining property comprising part of the same tax parcel,
                  then, upon ten (10) day's prior written notice to Landlord,
                  Tenant shall have the right to pay the same and deduct such
                  payment from its quarterly Rent.

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

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

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

ARTICLE 8 - TERMINATION OF LEASE

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

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

         8.3      Anything to the contrary contained herein notwithstanding,
                  upon such expiration or termination, Tenant shall remain
                  liable at its sole expense: (i) to make any repairs to the
                  Premises as required in Article 5, (ii) to remove and dispose
                  of properly any garbage, waste or other debris, (iii) to
                  remove and dispose of any other property abandoned upon the
                  Premises, and (iv) to eliminate any nuisances or hazardous
                  conditions arising solely from Tenant's use or occupation of
                  the Premises. In the event Tenant does not

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                  promptly do so as requested by Landlord, Tenant shall be
                  liable to reimburse Landlord the cost of so doing.

ARTICLE 9 - SIGNS AND PROPERTY LOSS

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

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

ARTICLE 10 - INSPECTION BY LANDLORD

         10.1     At reasonable times during normal business hours and at any
                  time in the event of emergency, Tenant shall upon reasonable
                  notice permit Landlord and the agents and contractors of
                  Landlord to enter the Premises for the purpose (i) inspecting
                  the same and (ii) during the final year of the term hereof
                  showing the Premises to any prospective tenants or purchasers.

         10.2     Landlord reserves the right at any time to enter upon the
                  Premises and to make any necessary repairs thereto, including
                  without limitation any repairs to steam or utility lines, to
                  maintain a fire watch for insurance purposes or to take any
                  other actions as may be necessary or appropriate to eliminate
                  any nuisances or any dangerous, harmful or unhealthful

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                  condition existing thereon. The reservation of such rights
                  shall not be deemed to be an acknowledgement of or imply any
                  duty or obligation on the part of Landlord to perform any such
                  actions, except where the obligation to do so is otherwise
                  specifically set forth herein. Tenant shall be solely liable
                  for the condition and upkeep of the Premises.

ARTICLE 11 - ASSIGNMENT AND SUBLETTING BY TENANT

         11.1     Tenant may sublet the Premises or any portion thereof, license
                  or enter into concession agreements covering departments
                  therein or assign this Agreement (any such sublet, license,
                  agreement or assignment being called an assignment, with
                  corrective words to have corresponding meanings), provided
                  that:

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

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

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

                           (d) Any such assignment shall be subject to all the
                           other terms, conditions and covenants of this
                           Agreement.

ARTICLE 12 - INDEMNIFICATION AND INSURANCE

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

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


         12.3     Tenant shall be responsible, at its sole cost and expense, for
                  obtaining and maintaining insurance coverage for any of
                  Tenant's personal property or fixtures maintained upon the
                  Premises, other than coverage for claims, damages, losses or
                  liabilities arising as a result of the gross negligence or
                  willful misconduct of Landlord. Tenant hereby releases
                  Landlord from, and shall indemnify Landlord for and hold
                  Landlord harmless from, any claim, damage, loss, obligation or
                  liability arising as a result of damage or destruction to such
                  property or fixtures in the event of a fire or other
                  occurrence or due to any other condition now existing or
                  hereafter arising upon the Premises other than any such claim,
                  damage, loss, obligation or liability arising as a result of
                  the gross negligence or willful misconduct of Landlord. Tenant
                  shall obtain from its insurance carriers a waiver of the right
                  of subrogation against Landlord for any loss or damage by fire
                  or any other cause within the scope of its fire and extended
                  coverage insurance policies.

         12.4     At its sole cost and expense, Tenant shall maintain and keep
                  in effect throughout the term of this Agreement insurance
                  against claims for bodily injury (including sickness, disease
                  and death) and property damage occurring upon, in or about the
                  Premises under policies of general liability insurance,
                  including broad form contractual liability and automobile
                  insurance, with limits of not less than one million dollars
                  ($1,000,000) per occurrence for one (1) person, five million
                  dollars ($5,000,000) per occurrence for two (2) or more
                  persons, and one million ($1,000,000) for property damage. The
                  aforesaid minimum insurance limits shall in no way limit or
                  diminish Tenant's liability to Landlord pursuant to Article
                  12.1

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

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

         12.7     At its sole cost and expense, Landlord shall maintain and keep
                  in effect throughout the term of this Agreement insurance
                  against claims for bodily injury (including sickness, disease
                  and death) and property damage occurring upon, in or about the
                  Plant Site (excluding the Premises) under policies of general
                  liability insurance, including broad form contractual
                  liability and automobile insurance, with limits of not less
                  than one million dollars ($1,000,000) per occurrence for one
                  (1) person, five million dollars ($5,000,000) per occurrence
                  for two (2) or more persons, and one million ($1,000,000) for
                  property damage. The aforesaid minimum insurance limits shall
                  in no way limit or diminish Landlord's liability to Tenant
                  pursuant to Article 12.2

         12.8     To the extent that the insurance described in Articles 12.4
                  and 12.7 are provided by a policy or policies obtained by
                  Landlord, Landlord may charge Tenant with a pro-rata share of
                  the premiums for insurance required in Sections 12. The
                  pro-rata share shall be based on Tenant's leased space within
                  the Premises divided by the total space within the entire
                  Plant Site.

         12.9     In no event shall either party be liable to the other party
                  for any special, indirect, incidental or consequential damages
                  on account of any default by a party under this Agreement or
                  any claims, damages or losses of a party arising out of its
                  ownership, possession, occupation or use of the Plant Site and
                  the Premises.

ARTICLE 13 - DEFAULT

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

                  (a)      the filing with respect to Tenant of a petition for
                           adjudication as a bankrupt, or for reorganization or
                           a similar arrangement, under any Federal or State
                           statute;

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

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

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

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

                  (f)      default in the payment of Rent or Additional Rent
                           herein reserved or any part thereof for a period of
                           thirty (30) days; or

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

         13.3     If any event mentioned in Article 13.1(a) through 13.1(e)
                  shall occur, Landlord may thereupon or at any time thereafter
                  elect to cancel this Agreement upon thirty (30) days' prior
                  written notice to Tenant and this Agreement shall terminate on
                  the day in such notice specified with the same force and
                  effect as if that date were the date herein fixed for the
                  expiration of the term of this Agreement. In case of any such
                  default under Article 13.1(f) or 13.1(g) and at any time
                  thereafter following the expiration of the respective grace
                  periods above-mentioned, Landlord may serve a notice upon the
                  Tenant electing to terminate this Agreement upon a specified
                  date not less than ten (10) days after the date of serving
                  such notice and this Agreement shall expire on the date so
                  specified as if that date had been originally fixed as the
                  expiration date of the term hereof and all Rent and Additional
                  Rent applicable to the balance of the term hereof shall
                  thereupon become due and payable. However, a default under
                  Article 13.1(f) or (g) shall be deemed waived if such default
                  is cured before the date specified for termination in the
                  notice of termination served on Tenant pursuant to this
                  Article.

         13.4     In the event this Agreement shall be terminated pursuant to
                  this Article or by summary proceedings or otherwise, Landlord
                  shall use reasonable efforts to mitigate its damages and
                  Landlord may, in its own name and in its own behalf, relet the
                  whole or any portion of the Premises, for any period equal to
                  or greater or less than the remainder of the term hereof for
                  any sum which it may deem reasonable, to any tenant which it
                  may find suitable and satisfactory, and for any use and
                  purpose which it may deem appropriate, and in connection with
                  any such reletting Landlord may make such changes in the
                  character of the improvements on the Premises as

                                       14
<PAGE>   15
                  Landlord may determine to be appropriate or helpful in
                  effecting such reletting. However, in no event shall Landlord
                  be under any obligation to pay or credit Tenant with any
                  surplus of any sums received by Landlord on a reletting of the
                  Premises in excess of the Rent reserved in this Agreement.

         13.5     All remedies specified in this Article 13 shall be
                  non-exclusive and Landlord's reliance upon such remedies shall
                  not preclude it from availing itself of any other rights or
                  remedies, which it may have at law or in equity.

ARTICLE 14 - FIRE AND CASUALTY

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

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

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

         14.4     In no event shall Landlord have any liability or obligation to
                  Tenant with respect to the repair or restoration of any
                  property of Tenant located upon

                                       15
<PAGE>   16
                  the Premises due to any fire or other occurrence. In the event
                  this Agreement is cancelled pursuant to Article 14.1, then
                  Tenant shall remain obligated promptly to remove or eliminate
                  any nuisance or dangerous, harmful or unhealthful condition
                  then existing on or about the Premises due to its use or
                  occupancy thereof.

ARTICLE 15 - CONDEMNATION

         15.1     If, due to any condemnation or taking by any public or
                  quasi-public authority or other party having the right of
                  eminent domain, (i) twenty percent (20%) or more of the
                  building floor area comprising the Premises is taken or (ii)
                  access to the Premises is permanently denied, then and in any
                  of the aforesaid events the term of this Agreement shall, at
                  the option of Landlord or Tenant, be cancelled from the date
                  when such authority or party actually takes the Premises or
                  denies access thereto. Rent and Additional Rent shall be
                  apportioned to the time of cancellation.

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

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

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

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

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

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

         15.4     After any condemnation or other taking as specified in Article
                  15.1 and 15.2, Landlord shall, to the extent of proceeds
                  received as a result of the condemnation and to the extent
                  permitted by applicable law and practicable on the Plant Site,
                  promptly make such repairs and alterations in

                                       16
<PAGE>   17
                  order to restore the remainder of the Premises to their same
                  condition existing prior to the condemnation or taking.

ARTICLE 16 - RELATIONSHIP OF PARTIES

         16.1     This Agreement shall not be deemed to create a partnership,
                  agency or other business relationship between Landlord and
                  Tenant, other than the tenancy created hereunder, and, except
                  as otherwise expressly provided in any other agreement to
                  which Tenant and Landlord are parties, Tenant shall be solely
                  and exclusively liable for all claims, damages, losses,
                  liabilities and obligations arising out of the conduct of its
                  business upon the Premises, including the payment of all taxes
                  with respect thereto.

ARTICLE 17 - NOTICES

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

                           if to Landlord:

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

                           if to Tenant:

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

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

ARTICLE 18 - COVENANT AGAINST LIENS; SUBORDINATION

         18.1     Tenant shall not encumber, or suffer or permit to be
                  encumbered, the Premises or the fee ownership thereof by any
                  lien, charge or encumbrance.

                                       17
<PAGE>   18
                  The violation of this Article shall be considered a breach of
                  this Agreement. Within thirty (30) days after notice thereof,
                  Tenant shall satisfy or otherwise cause to be removed of
                  record any mechanic's, materialmen's or other lien or
                  encumbrance filed against the Premises arising out of its
                  occupancy and use of the Premises.

ARTICLE 19 - CONDITION OF PREMISES

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

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

ARTICLE 20 - SUBORDINATION AND ESTOPPEL

         20.1     At the option of Landlord, this Agreement shall be subordinate
                  at all times to all liens of any kind of any institutional
                  mortgages (meaning a mortgage, a deed of trust or similar
                  collateral security agreement or arrangement held by a bank,
                  savings and loan association, insurance company, pension fund
                  or other institutional investor or financial institution) as
                  security for any credit facility, note, debenture, bond or
                  other debt or obligation (the "Debt") in any amount which may
                  hereafter be placed on the Premises or the Plant Site (the
                  "Institutional Mortgage") and to all renewals, modifications,
                  replacements, consolidations and extensions thereof. Landlord
                  shall use reasonable efforts to require that the holder or
                  holders of the Institutional Mortgage (the "Institutional
                  Mortgagee") agree that:

                           (i) As long as no default exists beyond applicable
                           notice and cure periods, which entitles Landlord to
                           terminate this Agreement or which cause, without any
                           action of Landlord, the termination of this Lease, or
                           which entitle Landlord to dispossess Tenant, then:

                                    (a) The right of possession of Tenant to the
                                    Premises, and Tenant's rights arising out of
                                    this Agreement, including, but not limited
                                    to, the renewal options,

                                       18
<PAGE>   19
                                    privileges, rights, remedies and causes of
                                    actions hereunder, shall not be affected or
                                    disturbed by either the Institutional
                                    Mortgagee in the exercise of any of its
                                    rights under the Institutional Mortgage or
                                    the Debt, or otherwise by law provided, or
                                    by any purchaser of the Premises or by any
                                    person acquiring title thereof, as referred
                                    to in subsection (c) of this Article 20.1.

                                    (b) In the event that the Institutional
                                    Mortgagee comes into possession or ownership
                                    of the Premises by foreclosure of the
                                    Institutional Mortgage, or by proceedings on
                                    the Debt, or otherwise, this Agreement shall
                                    not be terminated or affected thereby; and
                                    this Agreement shall continue in full force
                                    and effect as a direct lease between Tenant
                                    and the Institutional Mortgagee upon all the
                                    terms, covenants, conditions and agreements
                                    set forth in this Agreement;

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

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

         20.2     Tenant shall, without charge, within twenty (20) days after
                  request by Landlord, but not more than twice in any one
                  calendar year, certify by written instrument, duly executed
                  and delivered to Landlord, or any other person, firm or
                  corporation specified by Landlord:

                           (a) That this Agreement is unmodified, and in full
                           force and effect, if such be the case, or if there
                           have been any modifications, that the same are in
                           full force and effect, if such be the case, as
                           modified and stating the modifications and the dates
                           thereof; and

                                       19
<PAGE>   20
                           (b) Whether or not to the best knowledge of Tenant
                           there are then existing any set-offs or defenses
                           against the enforcement of any of the agreements,
                           terms, covenants or conditions of this Agreement and
                           any modifications of this Agreement upon the part of
                           Tenant to be performed or complied with, and if so,
                           specifying the same.

         20.3     Tenant shall, in the event of the sale or assignment of
                  Landlord's interest in the Premises, or in the event of any
                  proceedings brought for the foreclosure of or in the event of
                  exercise of the power of sale under any mortgage made by
                  Landlord covering the Premises, upon written notice, to the
                  purchaser and recognize such purchaser as Landlord under this
                  Agreement.

         20.4     Upon the request of a prospective Institutional Mortgagee,
                  Tenant agrees to give due consideration to any reasonable
                  modifications or amendments of this Agreement (except with
                  respect to the provisions for payment of Rent and Additional
                  Rent and the term hereof) as such Institutional Mortgagee may
                  reasonably request so long as such modifications or amendments
                  shall not materially increase Tenant's obligations, materially
                  decrease Tenant's rights or materially decrease Landlord's
                  obligations hereunder.

ARTICLE 21 - FORCE MAJEURE

         21.1     Except for the obligations of Tenant to pay Rent, Additional
                  Rent and other amounts as in this Agreement provided, the
                  period of time during which Landlord or Tenant is prevented
                  from performing any act required to be performed under this
                  Agreement by reason of fire, flood, hurricanes, strikes,
                  lock-outs or other industrial disturbances, explosions, civil
                  commotion, acts of God or the public enemy, governmental
                  prohibitions or preemptions, embargoes, inability to obtain
                  material or labor, the act or default of the other party, or
                  other events beyond the reasonable control of Landlord or
                  Tenant, as the case may be, and which event makes performance
                  hereunder commercially impracticable, shall be added to the
                  time for performance of such act.

ARTICLE 22 - QUIET ENJOYMENT

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

                                       20
<PAGE>   21
ARTICLE 23 - WAIVER

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

ARTICLE 24 - MEMORANDUM OF LEASE

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

ARTICLE 25 - BROKERAGE FEES

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

ARTICLE 26 - GOVERNING LAW

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

ARTICLE 27 - HOLDOVER TENANCY

         27.1     If Tenant continues to occupy the Premises after the
                  termination of this Agreement, such holding over shall not be
                  deemed to extend or renew the term hereof, but the tenancy
                  thereafter shall continue as a tenancy from month-to-month
                  upon the same terms and conditions as provided herein, except
                  that the rent shall be increased to 110% of the then current
                  Rent and Landlord may terminate such tenancy upon ten (10)
                  days' written notice to Tenant.

                                       21
<PAGE>   22
ARTICLE 28 - SUCCESSOR LANDLORD

         28.1     In the event that Landlord's interest in this Agreement shall
                  pass to or devolve upon another, or in the event that the rent
                  accrued or to accrue hereunder shall be assigned, or in the
                  event that one other than Landlord shall become entitled to
                  collect the rent accrued or to accrue hereunder, then and in
                  any such event, notice of the fact shall be given to Tenant by
                  Landlord in writing, duly executed and acknowledged by
                  Landlord and, until such notice and proof shall be given to
                  Tenant, Tenant may continue to pay the rent accrued or to
                  accrue hereunder to the one to whom, and in the manner in
                  which, the last preceding installment of rent hereunder was
                  paid and each such installment shall, to the extent thereof,
                  fully exonerate and discharge Tenant. In the event that Tenant
                  shall pay rent or other charges hereunder to any person other
                  than Landlord in accord with any notice purporting to be
                  executed by or on behalf of Landlord, or by or on behalf of
                  the person who, under the terms of this Agreement, shall give
                  the notice, and, which is believed in good faith by Tenant to
                  be genuine, such payment shall constitute payment and
                  discharge of the obligation of Tenant thus paid. In the event
                  that Tenant shall be advised of any dispute as to the person
                  to whom the rent under this Agreement shall be payable, or
                  shall receive notice of any claim to the payment of rent or
                  other charges hereunder due or to accrue hereunder from a
                  person other than Landlord, Tenant shall promptly advise
                  Landlord in writing of the existence and nature of such claim
                  and, unless Landlord shall, within twenty (20) days of such
                  advice by Tenant, either advise the Tenant to pay the rent in
                  accord with such claim, or shall supply Tenant with a duly
                  executed release of such claim by the claimant or a direction
                  from such claimant to pay the rent to Landlord, Tenant shall
                  be entitled to pay any installment of rent or other charges
                  hereunder so claimed then due or thereafter to accrue under
                  this Agreement, into a bank or trust company in the County in
                  which the Premises are located for deposit to the account of
                  Landlord and such claimant, and the making of such payment to
                  such bank or trust company, shall discharge Tenant of any
                  further obligation for the payment of the rent or other
                  charges hereunder so paid. Tenant shall be under no obligation
                  to recognize any agent for the collection of rent accrued or
                  to accrue hereunder or otherwise authorized to act with
                  respect to the Premises until written notice of the
                  appointment and the extent of the authority of such agent
                  shall be explicitly given by the one appointing such agent.
                  References in this Article to rent mean Rent, Additional Rent
                  and other amounts payable to Landlord hereunder.

                                       22
<PAGE>   23
ARTICLE 29 - ENTIRE AGREEMENT

         29.1     This Agreement together with the Transfer Agreement dated as
                  of January 1, 2000 between the parties and the agreements,
                  documents and instruments delivered pursuant hereto contains
                  all the promises, agreements, conditions and understandings
                  between Landlord and Tenant with respect to the leasing of the
                  Premises. No consent, waiver, approval, amendment,
                  modification or addition with respect to this Agreement shall
                  be effective unless it is contained in a written agreement
                  executed by authorized representatives of both parties.

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

ARTICLE 30 - NOTICE OF ADDITIONAL SPACE

         30.1     If the remainder of the Plant Site not included within the
                  Premises is vacated by its current tenant (Advanced Ceramics
                  Corporation) Landlord shall so notify Tenant and afford Tenant
                  an opportunity, deemed reasonable by Landlord, for Tenant to
                  lease such remainder.

ARTICLE 31 - WAIVER OF LIEN

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

ARTICLE 32 - DEFINITION OF CERTAIN TERMS

         32.1     For purposes of this Agreement, unless the context requires
                  otherwise, "Unavoidable delays" shall mean delays due to
                  strikes, weather, lockouts, inability to obtain labor or
                  materials (except due to lack of cash or credit), governmental
                  restrictions, enemy action, civil commotion, fire, casualty or
                  other causes beyond the reasonable control of Landlord or
                  Tenant.

ARTICLE 33 - SATELLITE DISH

         33.1     Tenant is hereby granted the right, from time to time during
                  the term of this Agreement, to install, maintain, repair and
                  replace antennae and satellite dishes and other transmitters
                  and receivers on the roof or the exterior side or rear walls
                  of the building located on the Premises or in a secured
                  location acceptable to Tenant on the ground in close proximity
                  to

                                       23
<PAGE>   24
                  the Premises. All such installations by Tenant shall be in
                  accordance with all ordinances, orders, regulations, rules and
                  laws. Tenant shall have the right to remove any of such
                  equipment on or before the expiration of the term hereof.

ARTICLE 34 - FASB 13

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

ARTICLE 35 - DISPUTES

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

                                       24
<PAGE>   25
                  work which such party shall claim it was not obligated to
                  perform hereunder.

         35.2     In no event shall Tenant be obligated to pay Rent or
                  Additional Rent to more than one entity at any one time.

                                       25
<PAGE>   26
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.

                                       UCAR Carbon Company Inc.

                                           /s/
                                       By:______________________________________

                                       Title: __________________________________


                                       UCAR Graph-Tech Inc.

                                           /s/
                                       By:______________________________________

                                       Title: __________________________________

                                       26
<PAGE>   27
                                   EXHIBIT "A"

                                    PREMISES

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

                                   PLANT SITE

                         See attached Legal Description.