<PAGE>

                                  EXHIBIT 10.5


                               AGREEMENT OF LEASE

     THIS AGREEMENT OF LEASE, dated the first day of October, 1988, by and
between RONALD H. SCOTT and FRANK J. SCOTT t/d/b/a St. Clair Leasing Co., a
Pennsylvania partnership, and INTERFORM CORPORATION, Lessee.

                                   WITNESSETH:

     That in consideration of the rents hereinafter agreed to be paid by Lessee
or Lessor, and in consideration of the covenants of the respective parties
hereto be performed at the time and in the manner hereinafter provided, Lessor
does hereby lease and demise unto Lessee, and Lessee does hereby hire and take
from Lessor, all that certain lot, piece or parcel of land situated, lying and
being in the Township of South Fayette, Allegheny County, Pennsylvania, as set
forth on the drawing marked Exhibit "A" hereby attached and made a part hereof
with three one (1) story metal buildings containing approximately 112,000 square
feet.

     TO HAVE AND TO HOLD the above described premises, together with the
tenements, hereditaments, appurtenances, improvements, buildings and assessments
thereunto belonging or in any wise appertaining, subject to the terms and
conditions herein stated, for a term of one hundred twenty (120) months
commencing on the first day of October 1, 1988 terminating on the last day of
September, 1998.

     AND IN CONSIDERATION OF THE LETTING AND HIRING OF SAID PREMISES, AS
HEREINABOVE PROVIDED, THE PARTIES HERETO HEREBY COVENANT AND AGREE AS FOLLOWS:

     1.   Lessee does hereby agree to pay to Lessor as rent for the said leased
premises the sum of TWO HUNDRED EIGHTY THOUSAND DOLLARS ($280,000.00) during
each and every year, payable, in equal monthly installments of TWENTY-THREE
THOUSAND THREE HUNDRED THIRTY-THREE DOLLARS and 33/100 ($23,333.33) in advance,
without further demand, on the 1st day of every month during the term.


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     2.   Lessee agrees that during the term aforesaid, at Lessee's own proper
cost and charges, it will bear, pay and discharge when due and payable, all
charges for electricity, gas, heat, telephone, water, sewerage, or for setting
and repairing meters, or other utility services used on the said leased premises
or any part thereof, which shall during the demised term be levied, assessed or
imposed or become due and payable.

     Lessee agrees that at Lessee's own proper costs and charges, it will pay
and discharge when due and payable all Real Estate Taxes on the premises and all
municipal assessments and payments which shall during the term be levied,
assessed, or imposed upon the leased premises, or any structure erected thereon.

     3.   Lessee covenants and agrees to maintain, at its sole cost and expense,
at all times during the term of this Lease, public liability insurance for the
leased premises under which Lessor shall be named as an additional insured,
properly protecting and indemnifying Lessor in an amount not less than
$1,000,000 for injury to any one person (including death), not less than
$5,000,000 for personal injuries in any one accident, and not less than
$500,000.00 for property damage.

     During the term of this Lease, Lessee will keep the entire leased premises
insured against the loss or damage by fire, with extended coverage, and against
loss from such other hazards as may be required by Lessor, and in no event will
property insurance be in an amount less than the full replacement cost of all
buildings or other improvements now or hereafter erected on the leased premises.
The Lessee shall take out and maintain such boiler insurance as may be
reasonably required by the Lessor. All such policies of insurance and additional
fire insurance carried on the Premises by the Buyer shall name Seller as an
additional insured.

     Lessee shall furnish Lessor with a certificate or certificates of insurance
covering said insurance so maintained by Lessee, stipulating that such insurance
shall not be cancelled without notice in advance to Lessor.

     4.   If the demised premises or any portion thereof shall be damaged by
fire or any other casualty, such premises or portion thereof shall, as soon as
possible, be repaired and/or rebuilt in good workmanlike manner, so that the
restored premises are substantially similar to the construction at the


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time of the fire or other casualty, by and at the expense of Lessor. Until the
repairs and/or rebuilding shall have been completed, these rent shall be
proportionately abated according to the part of the demised premises which shall
be rendered untenantable by reason of fire. However, if the demised premises
shall be substantially or completely destroyed by fire or any other casualty,
then either party may, within thirty (30) days after the occurrence of the
damage, cancel and terminate this lease by giving notice to the other party and,
if such notice shall be given, the term of this Lease shall expire on the tenth
day after such notice shall be given, with the same effect as if that day were
the date herein specified for the expiration of the term, and Lessee shall
vacate the premises and surrender the same Lessor. If a dispute arises as to the
amount of rent due under this clause, the dispute shall be submitted to
arbitration. Lessor shall designate an arbitrator and Lessee shall designate an
arbitrator, and these two arbitrators shall select a third arbitrator. In the
event that they shall fail to agree to a third arbitrator within ten days after
their designation, he shall be designated by the American Arbitration
Association. The decision of a majority of this Board of Arbitration shall be
final and binding on all parties. Lessor shall not be liable for any damage,
compensation or claim by reason of inconvenience or annoyance arising from the
necessity of repairing any portion of the building, the interruption in the use
of the premises, or the termination of this Lease by reason of the destruction
of the premises.

     5.   Except as provided in Article 4, Lessee agrees that it will during the
term of this Lease keep and maintain all buildings and improvements erected upon
the demised premises, both outside and inside, in good order and repair, at
lessee's sole cost and expense, making all repairs and replacements, except
structural repairs, which are necessary to so maintain said buildings and
improvements, so that at all times the said buildings and improvements shall be
in good order, condition, and repair, reasonable wear and tear excepted. Lessee
will provide for snow removal from the parking area, loading dock area and
roadways.

     6.   Lessee agrees that it will, during the term of this Lease, or any
extension or renewal thereof, at its own expense, observe and comply with all
valid laws, orders, regulations, rules,


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ordinances and requirements of the Federal, State, County and other municipal
governments, or any subdivision thereof, having jurisdiction over the demised
premises and of the Board of Fire Underwriters or any other body exercising
similar functions. Lessee agrees to pay all costs, expenses, claims, fines,
penalties and other losses that may arise out of or be imposed because of the
failure of lessee to comply therewith.

     Lessee may in good faith contest in its own name, or when necessary, in
Lessor's name, but at Lessee's expense (and Lessor agrees in the latter case to
sign any necessary or appropriate papers) the validity of any law, order,
regulation, rules, ordinance or other requirement, or the applicability thereof
to the premises, and may postpone compliance therewith until after the end of
such contest.

     7.   In the event that Lessee shall be in default in the performance of any
of the terms, covenants or provisions herein contained, Lessor may immediately
or at any times thereafter perform the same for the account of Lessee and any 
amount paid or expense or liability incurred by Lessor in the performance of 
the same shall be deemed to be additional rent payable by Lessee for the 
demised premises and the same may, at the option of Lessor be added to any 
fixed rent than due or thereafter falling due hereunder.

     8.   (a)  Lessee may at any time or times during the term hereof, at its
own cost and expense, make any alterations, rebuilding, replacement, changes,
additions and improvements to the demised premises and to the building thereon
provided that.

               (i)   the same shall performed in a workmanlike manner and shall
not weaken or impair the structural strength nor lessen the value of the
building as it is at the commencement of the term hereof;

               (ii)  before the commencement of any such work, Lessee shall
certify to Lessor in writing, the nature of the alteration to be made, as well
as the cost thereof as estimated by Lessee;

               (iii) before the commencement of and such work, said plans and
specifications shall be filled with or approved by all municipal or other
governmental departments or authorities having jurisdiction thereof, and all
work shall be done subject to and in accordance with the requirements of law and
local regulations;


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               (iv)  the same shall be made according to plans and
specifications therefore which shall have first been approved in writing by
Lessor; and

               (v)   Lessee shall pay the increased premium, if any changed by
the insurance companies carrying insurance policies on said building to cover
the additional risk during the course of such work.

     (b)  All such alterations, rebuilding, replacements, changes, additions and
improvements made by Lessee shall be and become part of the realty, and upon the
expiration, forfeiture or termination of this Lease or any extension or renewal
thereof, for any reason whatsoever shall become the sole and absolute property
of Lessor, unless Lessor and Lessee otherwise agree in writing at the time that
such alteration, rebuilding, replacement, change, addition or improvement is
made.

     (c)  Lessee shall not remove, damage or destroy the building, improvements,
equipment or appurtenances and/or any part of any of them in or upon the demised
premises at the commencement of the term hereof or which may hereafter by put in
or upon the demised premises without the consent of Lessor.

     9.   Lessee may, with the prior approval of the Lessor first had and
obtained, assign this leases or sublet all or any part of the premises for a
term or terms which will expire not later than the date of expiration or other
termination of this Lease, and subject to the covenants and conditions contained
in this Lease the following further conditions:

     (a)  Neither the assignment or sublease nor acceptance or rent by Lessor
from any assignee or sublessee) shall relieve, release or in any manner affect
the liability of Lessee;

     (b)  Any assignee or sublessee shall assume and agree to perform all of the
terms, conditions and agreements of this Lease on the part of Lessee to be
performed, and shall be and become jointly thereof, and severally liable with
Lessee for the performance thereof, including the payment of rent;

     (c)  A duplicate original of the sublease and/or the instrument of
assignment and assumption, duly executed and acknowledged by Lessee and the
assignee or sublease, shall be delivered to Lessor promptly after the making of
the assignment of sublease;


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     (d)  Any assignment or sublease under this Article shall be to a
financially responsible corporation, firm or partnership as determined by
Lessor; and

     (e)  Any assignment of, or attempt to assign, this Lease contrary to the
provisions herein, shall give Lessor, at its option, the right to declare the
terms of this Lease at an end, and it shall be entitled to all rights and
remedies of repossession under the laws of Pennsylvania, free from any rights or
claims of these Lessee.

     10.  This Agreement of Lease and all its terms, covenants, and conditions
are, and each of them is, subject and subordinate to any and all mortgages and
to mortgage bonds and judgments, entered thereon, now or hereafter placed upon
the demised premises and/or upon the land, and/or buildings erected thereon to
the same effect as if any such mortgage and/or accompanying bond and judgment
thereon had been before the execution of said Lease.  It being the intent of
this paragraph that any such mortgage, whether a first or second mortgage,
placed upon the aforesaid demised premises, and/or upon the land, and/or
buildings erected thereon, shall be valid lien upon both and legal and equitable
title to the aforesaid premises, and/or buildings, as if the said Lease were not
in existence.

     11.  If, during the term of this Lease, Lessee shall neglect or refuse to
pay any installment of rent due for the period of five (5) days after notice of
such default sent to Lessee by registered mail, or should an execution issue
against Lessee and a levy be made against the personal property to Lessee and
the same be not bonded, stayed, satisfied, or remedied within (10) days of the
said execution and levy, or before the said property is sold, whichever is
sooner, either at public or private sale, pursuant to said execution, or should
Lessee file in any court pursuant to any statute either of the United States or
any state, a petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee of all or a portion of Lessee's
property, or should such a petition be so filed against Lessee and not be
dismissed within a period of ninety (90) days after the date of filing thereof,
or should Lessee make an assignment for the benefit of creditors, or a bill in
equity or other proceeding for the appointment of a receiver for Lessee is
granted, or if proceeding for reorganization or for composition with creditors 
under any state or federal law be instituted by or against lessee, and if 
instituted against Lessee shall be connected to by it or remain undismissed 
for a period of


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ninety (90) days after the date of filing thereof, then, and in each case, at
the option of Lessor, exercisable by notice to Lessee, the rent for the
unexpired balance of the term shall at once become due and collectible, by
distress or otherwise, and all personal property owned by Lessee removed from
said premises shall, for six months after such removal, be liable to distress
and may be distrained and sold or Lessor may in each of said cases, without
notice or demand, enter into and upon the demised premises or any part thereof
in the name of whole, and repossess the same as of their former estate, and
expel Lessee and those claiming under them and remove their effects, forcibly,
if necessary, without being taken or deemed to be guilty of any manner of
trespass, and thereupon this demise shall absolutely determine without prejudice
to any remedies which may otherwise be used by Lessor for arrears of rent or
breach of Lessee's covenants herein contained.

     It is understood and agreed, however, that if Lessee shall be required to
pay the entire rent for any unexpired balance of this term, or any renewal
thereof, and if Lessor shall dispossess Lessee and take possession of the
demised premises, as set for in Article 12 of this Lease, that, in such event,
if Lessor shall relent the demised premises, or any part of the same, for the
unexpired balance of said term for which it has already received rental payment
in full from Lessee, the rentals received by Lessor from such releting (less any
costs expended in securing said rentals) shall be turned over to Lessee.

     12.  If Lessee shall fail to pay rent due hereunder for a period of five
(5) days after notice of default sent to Lessee by registered mail, besides the
distress, or it Lessee fails to cure within thirty (30) days after written
notice shall have been given to Lessee by Lessor, except as otherwise set forth
in Article 11 hereof then Lessee shall, at the option of Lessor exercisable by
notice of Lessee, be non-tenant, subject to dispossession by Lessor without
further notice or process of law, with release of errors and damages, and Lessor
may re-enter the premises and dispossess Lessee without thereby becoming a
trespasser.

     13.  Lessee hereby accepts notice to quit, remove from and surrender up
possession of the demised premises to Lessor, its successors or assigns, at the
end of the said term, whenever it may be determined, whether by forfeiture or
otherwise, without any further notice to that effect, all further notices being
hereby waived. This waiver of notice to quit is to apply either at the end of
the original


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term of the Lease, or any renewal thereof, or at the end of any subsequent year
or month in case Lessee holds over, and at the time the term is ended by
forfeiture.

     14.  At the end of the said term, whether the same shall be determined by
forfeiture or expiration of the term, as in the Lease provided, it is agreed
that an amicable action of ejectment may be entered in the Court of Common Pleas
of Allegheny County (after fifteen (15) days prior written notice given Lessee)
in which Lessor, its successors or assigns, shall be plaintiff, and Lessee, its
successors or assigns and all who come into possession during the term of
continuance of this Lease, or under Lessee, shall be defendants, and that
judgment may be entered thereupon in favor of the plaintiff, without leave of
court, for the demised premises, to have the same force and effect as if a
summons in ejectment had been regularly issued, legally served and returned, and
that a writ of possession with clause of fi, fe for all costs, may be issued
forthwith, waiving all errors and defects whatsoever in entering said judgment,
also waiving right of appeal, writ of error, or stay upon any writs of habere
facias possession which may issue upon these same. Lessee hereby empowers any
attorney to appear for it in said amicable action in ejectment for the demised
premises in any court having jurisdiction, and confess judgment therein against
it, with costs, in favor of Lessor and against Lessee and any other parties
claiming under Lessee.

     15.  If rent and/or any charges hereby reserved as rent shall remain unpaid
on any day when the same ought to be paid after the notice provided in Article
13, Lessee hereby empowers any Prothonotary or attorney of any Court of Record
to appear for Lessee in any and all actions which may be brought for rent and/or
the charges, payments, costs, and expenses reserved as rent, or agreed to be
paid by Lessee, and to sign for Lessee an agreement for entering in any
competent court an amicable action or actions for the recovery of rent or other
charges or expenses, and in said suits or in said amicable action or actions to
confess judgment against Lessee for all or any part of the rent specified in
this Lease and then unpaid, including, at Lessor's option, the rent for the
entire unexpired balance of the term of this Lease, and/or other charges,
payments, costs and expenses reserved as rent or agreed to be paid by Lessee,
and for interest and costs together with an attorney's commission of 5%.  Such
authority shall not be exhausted by one exercise thereof, but judgment may be
confessed as aforesaid from time to time as often as any of said rent and/or
other charges reserved as rent shall fall due or be in arrears, and such


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powers may be exercised as well after the expiration of the original term and/or
during any extension or renewal of this Lease.

     16.  Lessor agrees that any and all equipment and fixtures which may be
placed or installed in the demised premises by Lessee and which shall be
designed for, or used in, the conduct of Lessee's business in the demised
premises, shall at all times be and remain the property of Lessee. Lessee hereby
undertakes and agrees to remove all such equipment and fixtures prior to the
expiration or other termination of this Lease or any renewal thereof, and, at
its sole expense, to repair any and all damage to the premises which shall have
been occasioned either by the installation or the removal thereof. Any and all
such equipment and fixtures which shall remain in the premises more than thirty
(30) days after the termination of this Lease, shall be deemed abandoned by
lessee and shall become the sole property of Lessor.

     17.  In case there shall at any time be filed against the premises any
mechanic's or materialman's lien (with the exception of any lien filed for work
done or for materials supplied at the request of Lessor) (in which case Lessor
shall promptly cause such lien to be discharged), Lessee will, within ten (10)
days after it shall have received notice thereof, cause said lien to be
discharged either by paying the amount claimed or by bonding or otherwise.

     18.  At the expiration or other termination of the term hereof, Lessee
shall vacate and surrender to Lessor full and actual possession of the demised
premises in a good state of repair, damage by the elements, and ordinary wear
and tear excepted.

     19.  Lessor hereby covenants that Lessee, upon payment of the rent as
herein reserved and performing all the covenants and agreements herein contained
on the part of Lessee, shall and may peaceably and quietly have, hold and enjoy
the premises hereby demised.

     20.  The receipt of any rent by Lessor, whether the same be that originally
reserved or that which may be payable under any of the covenants, or agreements
herein contained, or any portion thereof, shall not be deemed to operate as a
waiver of the rights of Lessor to enforce the payment of rent previously due or
which may thereafter become due, to forfeit any of the remedies reserved by
Lessor hereunder, and the failure of Lessor to enforce any covenants or
conditions concerning which Lessee


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shall be guilty of a breach or be in default shall not be deemed to avoid the
right of Lessor to enforce the same or any other condition or covenants on the
occasion of any subsequent breach or default.

     21.  Subject to the security regulations of any government authority,
Lessee agrees that it will permit Lessor to have free access to the demised
premises, on reasonable notice to Lessee for the purpose of inspecting the same
or making repairs that Lessee may neglect or refuse to make in accordance with
the provisions of this Lease, and also for the purpose of showing the demised
premises to persons considering or concerned with the placement of a mortgage
thereon.

     22.  In any care where, pursuant to the terms of this Lease, Lessor's
approval is required by Lessor, such approval shall not be unreasonably
withheld.

     23.  It is agreed by and between the parties that the premises leased shall
be used to manufacture, market and sell business forms.

     24.  All notices required or desired to be given hereunder shall be in
writing and shall for the purpose of this Lease be deemed to have been duly
given.

     (a)  To Lessor if a copy thereof by registered mail, postage prepaid,
addressed to Lessor at 1450 Redfern Drive, Pittsburgh, PA 15241 or to such other
address as Lessor may from time to time designate in writing to Lessee.

     (b)  To Lessee if a copy thereof be mailed by registered mail, postage
prepaid, addressed to Box A, Mayview and Scott Roads, Bridgeville, PA 15017,
Attn: President.

     All notices served by prepaid registered mail as aforesaid shall be
effective on the date they are so mailed.

     25.  The covenants, agreements and conditions contained in this Lease shall
run with the land and the premises hereby leased and shall be binding upon and
insure to the benefit of the parties hereto and their respective successors and
assigns.

     26.  This lease contains the entire agreement of the parties hereto with
respect to the letting and hiring of the demised premises and such Lease may not
be amended, modified, released, surrendered or discharged, in whole or in part,
except by an instrument in writing signed by both of the parties hereto.


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     27.  Lessee may renew this Lease for an additional term of five (5) years
at an annual rental of TWO HUNDRED NINETY-FOUR THOUSAND DOLLARS ($294,000.00)
payable in equal monthly installments of TWENTY-FOUR THOUSAND FIVE HUNDRED
DOLLARS (24,500.00) and subject to all the terms, covenants and conditions
hereof provided that Lessee, in writing, notifies Lessor of its intention to
renew not later than one hundred eighty (180) days prior to the termination date
of the initial ten year term, and further provided that Lessee is not in default
of any of the terms, covenants and conditions of this Lease.


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     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound by
this agreement, and Lessor has executed this Agreement by his Agent, thereunto
duly authorized, and Lessee has executed this Agreement on the day and year
above written.

Witness:                      ST. CLAIR LEASING CO.



/s/ Clifford Bright           By:  /s/ Ronald H. Scott
-------------------------          -------------------
                                       Ronald H. Scott


                              By:  /s/ Frank J. Scott
                                   ------------------
                                       Frank J. Scott


Attest:                       INTERFORM CORPORATION


/s/ Clifford Bright           By:  /s/ Ronald H. Scott, President
-------------------------          ------------------------------
                                                  Title


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<PAGE>

AMENDMENT NO. 1 DATED THIS 30th DAY OF NOVEMBER, 1989, TO AGREEMENT OF LEASE
DATED THE FIRST DAY OF OCTOBER, 1988 BY AND BETWEEN RONALD H. SCOTT AND FRANK J.
SCOTT, t/d/b/a ST. CLAIR LEASING COMPANY, a Pennsylvania partnership ("LESSOR")
AND INTERFORM CORPORATION, a Pennsylvania corporation ("LESSEE")

     WHEREAS, Lessor and Lessee are parties to an Agreement of Lease dated the
first day of October, 1988 (the "Lease"), by the terms of which Lessee does
lease from Lessor certain real estate located in the Township of South Fayette,
Allegheny County, Pennsylvania, with three one-story metal buildings containing
approximately 112,000 square feet erected thereon; and

     WHEREAS, Lessor has caused to be constructed on the premises an additional
one-story metal building containing 8,400 square feet which Lessee desires to
lease from Lessor; and

     WHEREAS, Lessor and Lessee have agreed to increase the rent payable by
$3,000.00 per month on account of the lease of the additional building.

     WHEREFORE, in consideration of the letting and hiring of this additional
building, Lessor and Lessee hereby covenant and agree as follows:

     1.   The Agreement of Lease dated the first day of October, 1988, be and it
hereby is amended to include effective December 1, 1989, the lease by Lessor to
Lessee of an additional metal building consisting of 8,400 square feet, together
with 18 parking spaces adjacent thereto, all as shown on the drawing attached
hereto as Exhibit A-1.

     2.   In addition to the rent provided for in the Lease, Lessee does hereby
agree to pay to Lessor as rent, the additional sum of $36,000 during each and
every year, payable in equal monthly installments of $3,000 in advance without
further demand on the first day of every month during the term beginning with
the month of December, 1989.

     3.   All of the rights, duties and obligations of Lessor and Lessee set
forth in the Lease with respect to the buildings described therein shall be
applicable to the building which is the subject of this Amendment.


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     4.   All other terms and conditions of the Lease Agreement not inconsistent
herewith shall remain in full force and effect.

     IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have signed or caused to be signed this First Amendment this 30th day of
November, 1989.

Witness:                      ST. CLAIR LEASING COMPANY


                              By: /s/ Ronald H. Scott
-------------------------         -------------------

                                      Ronald H. Scott


                              By:  /s/ Frank J. Scott
-------------------------          ------------------
                                       Frank J. Scott


Attest:                  INTERFORM CORPORATION


                               By:  /s/ Ronald H. Scott
------------------------            -------------------
Secretary                                     President


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<PAGE>

                      AMENDMENT NO. 2 TO AGREEMENT OF LEASE

     THIS AMENDMENT, made this ____ day of ___________________, 1992, by and
between RONALD H. SCOTT and FRANK J. SCOTT, t/d/b/a St. Clair Leasing Co., a
Pennsylvania partnership ("Lessor") and INTERFORM CORPORATION, a Pennsylvania
corporation ("Lessee").
                                   WITNESSETH:
     WHEREAS, Lessor and Lessee entered into an Agreement of Lease dated October
1, 1988 covering certain real estate located in the Township of South Fayette,
Allegheny County, Pennsylvania with three one-story buildings containing
approximately 112,000 square feet erected thereon ("Leased Premises"); and

     WHEREAS, Lessor caused to be constructed on the Leased Premises an
additional one-story building containing 8,400 square feet; and

     WHEREAS, by Amendment No. 1 to Agreement of Lease dated November 30, 1989
(Amendment No. 1") (the Agreement of Lease, as amended by Amendment No. 1 is
hereinafter referred to as the "Lease") the additional building was incorporated
into and made subject to the terms of the Lease and became a part of the Leased
Premises; and

     WHEREAS, the parties desire to amend further the Lease, to provide
additional terms.

     NOW, THEREFORE, in consideration of the mutual promises herein made, Lessor
and Lessee hereby covenant and agree as follows:

     1.   Paragraph 5 of the Lease is hereby deleted and shall henceforth read
in its entirety as follows: .

     "5.  Except as provided in Article 4, Lessee agrees that it will,
     during the term of the Lease, keep and maintain all buildings and
     improvements erected on the Leased Premises, both outside and inside,
     in good order and repair, at Lessee's sole cost and expense, making
     all repairs and replacements, so that at all times the said buildings
     and improvements shall be in good order, condition and repair,
     reasonable wear and tear excepted.  Notwithstanding the foregoing, the
     following repairs and replacements shall be the responsibility of
     Lessor unless such repairs or replacements are required with respect
     to damage caused by the negligence or willful wrongful acts of Lessee
     or Lessee's invitees or licensees: (i) structural support systems for
     the roof (but not the roof itself), (ii) exterior walls, (iii)
     framework steel members and (iv) foundations.  Lessee will provide for
     snow removal from the parking area, loading dock areas and roadways."

     2.   Paragraph 8 of the Lease is hereby amended by adding at the end
thereof the following:

     "(d) The rights and obligations of this paragraph 8 are subject to the
     respective rights and obligations of Lessor and Lessee set forth in
     Paragraph 5 hereof."

     3.   Paragraph 10 of the Lease is hereby deleted and shall henceforth read
in its entirety as follows:

     "10. Lessor covenants that the Leased Premises are not subject to any
     liens, claims or other encumbrances except as listed on Exhibit A,
     attached hereto and incorporated herein (the "Permitted
     Encumbrances"). Lessor further covenants that Lessor is not in default
     in connection with any of the Permitted Encumbrances. It is agreed
     that the Lessee shall have the right, at its sole expense, to record
     the Lease, Amendment No. 1


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     and this Amendment No. 2 so that any lien, claim or encumbrance placed upon
     the Leased Premises after the date of such recordation shall be subject to
     the Lease, as amended. Lessor covenants and agrees that Lessee, on payment
     of the rent, additional rents and charges provided for in this Lease and
     the fulfillment of the obligations under the covenants, agreements and
     conditions of this Lease, shall lawfully and quietly hold, occupy and enjoy
     the Leased Premises during the term of this Lease or any renewals thereof
     without any interference from anyone claiming through or under Lessor."

     4.   A new paragraph 28 is added to the Lease to read in its entirety as
follows:

     "If at any time during the Term of this Lease (including any Renewal Term),
     Lessor receives a bona fide offer from any person or entity to purchase the
     Leased Premises, which Lessor intends to accept, or if Lessor makes a bona
     fide offer to any other person or entity for the sale of the Leased
     Premises, which is accepted by such bona fide purchaser (which acceptance
     will be subject only to Lessee's right of first refusal contained herein),
     Lessor will send to Lessee a written statement of all of the material terms
     and conditions of the proposed sale, together with a reasonable
     identification of the proposed purchaser.  Lessee will have the right at
     its option, within fourteen (14) days after the receipt of the written
     statement, to accept the terms of the proposed sale, for the purchase price
     specified in such bona fide offer, and under the terms and conditions
     specified in such bona fide offer. If Lessee does not elect to exercise its
     right of first refusal within that fourteen (14) day period, Lessor will be
     entitled to enter into the contract to sell the Leased Premises to the
     proposed purchaser at any time within one hundred eighty (180) days after
     the expiration of that fourteen (14) day period, provided that the sale is
     on terms and conditions and for a price which are essentially the same as
     (and are not more favorable to the purchaser than) the terms, conditions
     and price set forth in the written statement sent to Lessee and that the
     sale is completed within one hundred eighty (180) days after the expiration
     of that fourteen (14) day period.


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<PAGE>

     5.   Except as modified herein, the Lease remains unchanged and in full
force and effect.

     IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this Amendment No. 2 to Agreement of Lease to be signed this
24th day of April, 1992.

Witness:                      ST. CLAIR LEASING COMPANY



                              By:  /s/ Ronald H. Scott
-------------------------          -------------------
                                       Ronald H. Scott


                              By:  /s/ Frank J. Scott
-------------------------          ------------------
                                       Frank J. Scott


Attest:                  INTERFORM CORPORATION

                              By:  /s/ G. Duncan Fraser
-------------------------          --------------------
Secretary                                     President



(Corporate Seal)


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<PAGE>

                                  EXCERPT FROM
                     STIPULATION AND ORDER OF COURT (UNITED
                     STATES BANKRUPTCY COURT FOR THE WESTERN
                    DISTRICT OF PENNSYLVANIA IN THE MATTER OF
                    INTERFORM CORPORATION V. RONALD H. SCOTT
                      AND FRANK J. SCOTT T/D/B/A ST. CLAIR
                  LEASING COMPANY, BANKRUPTCY NO. 94-20094-JLC)
                             ENTERED AUGUST 17, 1994

     2.   St. Clair hereby grants Interform the right to terminate the Lease at
any time effective after February 15, 1995 under the following terms and
conditions:

          a.  In the event Interform elects to terminate the lease, it may do so
at anytime upon five months written notice to St. Clair designating a
termination date at least five months from the date of the notice (the
"Termination Date"), provided the Termination Date shall be no earlier than
February 15, 1995.  Upon termination, rent, taxes and insurance will be prorated
for the portion of the year, month and day to the Termination Date.

          b.  On or before August 31, 1994 Interform shall pay the sum of Two
Hundred Fifty Thousand ($250,000.00) Dollars to St. Clair.

          c.  On or before August 31, 1994, Interform will deliver to St. Clair
a letter of credit from a bank which provides that in the event Interform elects
to terminate its lease with St. Clair, St. Clair may draw on the letter of
credit for payment of the additional sum of $250,000.00.  Such letter of credit
shall be in form and from a bank reasonably satisfactory to St. Clair.  The
total sum to be paid to St. Clair being the $250,000.00 being paid on or before
August 31, 1994 and $250,000.00 prior to final vacation of the premises by
Interform in the event Interform terminates the Lease prior to its expiration
date of September 30, 1998.  The letter of credit shall be an irrevocable
standby letter of credit in St. Clair's favor and shall provide that St. Clair
may draw the full amount of $250,000.00 by means of a sight draft upon the bank
accompanied by the following certification by Ronald H. Scott or Frank J. Scott
stating that:

          "The Undersigned has received from Interform a notice of termination
          of its Lease with St. Clair which notice was given pursuant to the
          Stipulation approved by Order of the Bankruptcy Court dated August __,
          1994, that the Termination Date provided for in said


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<PAGE>

          notice has arrived and Interform has failed to make payment of the
          termination charge of $250,000.00."

          If the letter of credit has an expiry date of earlier than September
30, 1998, it shall also authorize St. Clair to draw thereon upon a certification
by Ronald H. Scott or Frank J. Scott as follows:

          "It is now within ten days of the expiry date of this letter of credit
and the Lease is still in effect and Interform has failed to provide a
replacement letter of credit, we hereby request payment under the letter of
credit".

          d.  Interform's maintenance obligation under the Lease shall hereafter
be limited to maintenance of the interior of the structure, electrical and
plumbing and parking lot in their present conditions, reasonable wear and tear
excepted and leave the roof in a water tight condition.  Interform shall have no
obligation to replace the roof or any air conditioning or ventilating systems
but shall continue to maintain said systems in their present operating condition
and shall do so until Interform vacates the premises.

          e.  In the event Interform terminates the lease and vacates the
premises, Interform will restore the premises to the condition it was in
immediately prior to the vacation of the premises.  If St. Clair so directs,
Interform will reerect any interior or exterior partitions which may have been
removed to enable Interform to remove machinery.  Such direction to be given by
St. Clair at the time of the removal of said equipment.

          f.   At the termination of the lease the premises will be returned to
St. Clair in broom clean condition.

          g.   In the event Interform exercises its option to renew the Lease,
it shall not have the right to terminate pursuant to the terms of this
Stipulation during such renewal period.

     3.   Notwithstanding anything to the contrary contained herein, Interform
shall continue to pay rent and other charges at the contract rate and all other
terms and conditions of the Lease shall remain in full force and effect except
as specifically amended hereby.


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<PAGE>

     4.   The United States Bankruptcy Court for the Western District of
Pennsylvania shall retain jurisdiction of this or any disputes arising hereunder
until the Lease is terminated or expires and the premises are vacated by
Interform.


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