<PAGE>
                                                                    Exhibit 10.6


                                TABLE OF CONTENTS

                                      LEASE

                            RIDILLA-DELMONT, LANDLORD

                    ADVANCED METALLURGY INCORPORATED, TENANT

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ARTICLE 1.     DEMISE, DESCRIPTION, USE AND TERM

      Section 1.01.     Demised and Description.............................       2
      Section 1.02.     Use.................................................       2
      Section 1.03.     Term................................................       2

ARTICLE 2.     RENT, COMMENCEMENT DATE, TERMINATION DATE AND POSSESSION PRIOR
               TO COMMENCEMENT DATE

      Section 2.01.     Rent For Leased Premises During Term................       2
      Section 2.02.     Commencement Date and Termination Date..............       3
      Section 2.03.     Possession Prior to Commencement Date...............       3

ARTICLE 3.     LANDLORD'S WARRANTIES, CONDITiON OF LEASED PREMISES, TENANT'S
               CONSTRUCTION

      Section 3.01.     Landlord's Warranty.................................       3
      Section 3.02.     Condition of Leased Premises........................       3
      Section 3.03.     Agreement as to Condition...........................       4
      Section 3.04.     Tenant's Construction...............................       4
      Section 3.05.     Conditions to Tenant's Construction.................       4
      Section 3.06.     Responsibility for Payment..........................       5
      Section 3.07.     Continuing Covenant.................................       6
      Section 3.08.     No Mechanics' Lien Permitted........................       6

ARTICLE 4.     TAXES AND ASSESSMENTS

      Section 4.01.     Payment by Tenant...................................       6
      Section 4.02.     Hold Harmless.......................................       7
      Section 4.03.     Proration of Taxes for First Year and Last Year of
                        Term................................................       7
      Section 4.04.     Time and Method of Payment..........................       7
      Section 4.05.     Payment by Landlord on Tenant's Default.............       8
      Section 4.06.     Right to Contest, Levy, Assessment or Charge........       8

ARTICLE 5.     INSURANCE AND FIRE LOSS

      Section 5.01.     Tenant's Obligation.................................       9
      Section 5.02.     Additional Insured..................................       9
      Section 5.03.     Proof of Coverage...................................      10
      Section 5.04.     Protection Against Cancellation.....................      10
      Section 5.05.     Proceeds............................................      10
      Section 5.06.     Fire and Casualty Damage............................      11
      Section 5.07.     Tenant's Property...................................      13

ARTICLE 6.     UTILITIES

      Section 6.01.     Tenant's Responsibility.............................      13

ARTICLE 7.     WASTE AND NUISANCE

      Section 7.01.     Tenant's Responsibility.............................      14
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ARTICLE 8.     MAINTENANCE AND REPAIRS; INDEMNITY AND HOLD HARMLESS FROM
               HAZARDOUS WASTE

      Section 8.01.     Landlord's Responsibility...........................      14
      Section 8.02.     Tenant's Responsibility.............................      14
      Section 8.03.     Parking Area........................................      15
      Section 8.04.     Failure to Repair, Right to Cure....................      15
      Section 8.05.     Indemnity and Hold Harmless from Hazardous Waste....      16

ARTICLE 9.     ALTERATIONS, IMPROVEMENTS AND FIXTURES

      Section 9.01.     Trade Fixtures and Equipment........................      17
      Section 9.02.     Non-Trade Fixtures..................................      18
      Section 9.03.     Landlord's Waiver...................................      19
      Section 9.04.     Removal on Termination..............................      19

ARTICLE 10.    QUIET POSSESSION

      Section 10.01.    Covenant of Quiet Possession........................      20
      Section 10.02.    Subordination, Attornment and Non-Disturbance.......      20

ARTICLE 11.    TERMINATION, SURRENDER OF PREMISES AND HOLDING OVER

      Section 11.01.    Termination.........................................      21
      Section 11.02.    Surrender and Removal of Property...................      21

ARTICLE 12.    CONDEMNATION

      Section 12.01.    All of Premises.....................................      22
      Section 12.02.    Partial.............................................      22
      Section 12.03.    Damages.............................................      23

ARTICLE 13.    DEFAULTS AND REMEDIES

      Section 13.01.    Penalty for Delayed Payment.........................      23
      Section 13.02.    Default by Tenant...................................      24

ARTICLE 14.    INSPECTION BY LANDLORD

      Section 14.01.    Right of Inspection.................................      26

ARTICLE 15.    ADDITIONAL TENANT COVENANTS:

      Section 15.01.    Use of Leased Premises..............................      26
      Section 15.02.    No Nuisance.........................................      27
      Section 15.03.    Signs...............................................      28
      Section 15.04.    Continuing Covenants................................      28

ARTICLE 16.    ASSIGNMENT AND SUBLEASE

      Section 16.01.    Assignment and Subletting by Tenant.................      28
      Section 16.02.    Assignment by Landlord..............................      29

ARTICLE 17.    MISCELLANEOUS PROVISIONS

      Section 17.01.    Notices and Addresses...............................      29
      Section 17.02.    Reporting Requirement - Annual Reports..............      29
      Section 17.03.    Parties Bound.......................................      30
      Section 17.04.    Applicable Law......................................      30
      Section 17.05.    Legal Construction..................................      30
      Section 17.06.    Amendment...........................................      30
      Section 17.07.    Rights and Remedies Cumulative......................      30
      Section 17.08.    Waiver of Default...................................      30
      Section 17.09.    Time of Essence.....................................      30
      Section 17.10.    No Brokerage Commission.............................      31
      Section 17.11.    Security Guaranty...................................      31
</TABLE>
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      Section 17.12.    Nonrecordability....................................      31
</TABLE>



EXHIBIT LIST



    EXHIBIT "A" - Description



    EXHIBIT "B" - Letter dated October 7, 1991 from Municipality of Murrysville



    EXHIBIT "C" - Guaranty and Suretyship Agreement



    EXHIBIT "D" - Memorandum of Lease
<PAGE>
                                 LEASE AGREEMENT

            THIS AGREEMENT OF LEASE, made and entered into this 15th day of
October, 1991, at Latrobe, Pennsylvania, by and between RIDILLA-DELMONT, a
Pennsylvania Limited Partnership, having its principal office and place of
business at P.O. Box 472, Latrobe, Pennsylvania 15650 (hereinafter "Landlord"),

                                    A


                                        N


                                               D

ADVANCED METALLURGY INCORPORATED, a Corporation, having an office and place of
business at 1028 East Smithfield Street, P.O. Box 91, McKeesport, Pennsylvania
15135-0091, and having an additional office in the Commonwealth of Pennsylvania
(after the Commencement Date of this Lease) at Murray Corporate Park,
Murrysville, Pennsylvania 15668 (hereinafter called ("Tenant").

            WHEREAS, Landlord owns a certain lot or parcel of land (hereinafter
"Land") situate in Municipality of Murrysville, Westmoreland County,
Pennsylvania, being more particularly described in Exhibit "A," attached hereto
and made a part hereof; and

            WHEREAS, Landlord has erected a building on the land containing
115,270 square feet more or less, comprised of warehouse and office space
(together hereinafter "Building") together with parking facilities, driveways
and other improvements to support the use of the Building (hereinafter "support
Facilities"); and

            WHEREAS, by these presents and this Lease Agreement (hereinafter
"Lease") Landlord intends to lease to Tenant and Tenant intends to lease from
Landlord the Land, Building and Support Facilities (together hereinafter "Leased
Premises") in accordance with the terms and conditions hereinafter set forth;

            NOW, THEREFORE, Landlord, for and in consideration of the rents,
covenants and agreements hereinafter contained on the part of the Tenant to be
paid, kept and performed does hereby lease and demise unto the Tenant and
<PAGE>
Tenant hereby takes and rents from Landlord the Leased Premises under the
following terms and conditions:

                  ARTICLE 1. DEMISE, DESCRIPTION, USE AND TERM

            SECTION 1.01. DEMISE AND DESCRIPTION: Landlord hereby leases unto
Tenant, and Tenant hereby leases from Landlord, the Leased Premises, as
heretofore defined herein.

            SECTION 1.02. USE: The Leased Premises shall be used by Tenant only
in accordance with those uses set forth hereafter in Article 15, and for no
other purpose.

            SECTION 1.03. TERM: The Term of the Lease shall be ten (l0) years
(hereinafter "Term") starting on the Commencement Date as defined hereafter at
Section 2.02 and terminating on the Termination Date as defined hereafter at
Section 2.02.

    ARTICLE 2. RENT, COMMENCEMENT DATE, TERMINATION DATE AND POSSESSION PRIOR
                              TO COMMENCEMENT DATE

            SECTION 2.01. RENT FOR LEASED PREMISES DURING TERM: Tenant agrees to
pay and shall pay Landlord at P. O. Box 472, Latrobe, Pennsylvania, or such
other place as Landlord shall designate from time to time in writing, as Rent
for the Leased Premises during the Term the total rent of $4,092,085.20, which
sum shall be payable without demand in equal monthly installments each in
advance on the first day of each calendar month starting with the Commencement
Date and continuing throughout the Term, as follows:

            A. For the first month through the sixtieth month, the total rent of
$1,988,407.80 (calculated on an annualized basis of $3.45 per square foot),
payable in monthly installments of $33,140.13.

            B. For the sixty-first month through the one hundred twentieth
month, the total rent of $2,103,677.40, (calculated on an annualized basis of
$3.65 per square foot), payable in monthly installments of $35,061.29.


                                       2
<PAGE>
            SECTION 2.02. COMMENCEMENT DATE AND TERMINATION DATE: The
Commencement Date (hereinafter "Commencement Date") shall be 12:01 A.M. on
November 1, 1991, and the Termination Date (hereinafter "Termination Date")
shall be 11:59 P.M. on October 31, 2001.

            SECTION 2.03. POSSESSION PRIOR TO COMMENCEMENT DATE: Tenant shall be
entitled to possession prior to the Commencement Date listed above for purpose
of commencing Tenant's construction responsibilities as are hereinafter set
forth in Article 3.

    ARTICLE 3. LANDLORD'S WARRANTIES, CONDITION OF LEASED PREMISES, TENANT'S
                                  CONSTRUCTION

            SECTION 3.01. LANDLORD'S WARRANTY: Landlord warrants as follows:

            A. Zoning Compliance - That as of the date hereof, the Leased
Premises are zoned M-1, and, the proposed use as represented by Tenant is a
permitted use in the M-1 zone, all as set forth in letter dated October 7, 1991,
as issued by the Municipality of Murrysville, a copy of which is attached as
Exhibit "B".

            B. Construction in Accordance with Plans and Specifications -
Landlord warrants that the Building and Support Facilities, including the
parking area have been constructed in accordance with the Plans and
Specifications, a full and complete copy of which have previously been delivered
by Landlord unto Tenant.

            C. No Major Structural Defects - As of the date of this Lease,
neither the Building nor the Support Facilities have any major structural
defects.

            SECTION 3.02. CONDITION OF LEASED PREMISES: Other than the warranty
of Landlord listed above in Section 3.01, Tenant agrees and admits that no
representation as to the condition or repair of the Leased Premises has been
made by the Landlord or any agent of the Landlord; and likewise


                                       3
<PAGE>
agrees and admits that no agreement or promise to remodel, alter, repair or
improve the Leased Premises including all equipment and appurtenances thereon
either before or after the execution of this Lease, it has been made by Landlord
or any agent of Landlord.

            SECTION 3.03. AGREEMENT AS TO CONDITION: Landlord and Tenant further
agree that a written document shall be executed by each of them after the date
of this Lease, which written document shall reference the actual condition of
the Leased Premises, and which shall be determative and conclusive as to the
condition of the Leased Premises as of the date of this Lease, and shall
determine that condition of the Leased Premises that Tenant will be obligated to
restore the Leased Premises to as of the Termination Date.

            SECTION 3.04. TENANTS CONSTRUCTION: Tenant shall be responsible for
all remodeling, retrofitting, construction, fabrication or installation of (a)
all Tenant improvements required by Tenant to permit; permit Tenant to use the
Leased Premises for those purposes otherwise permitted herein as listed in
Article 15; (b) the fixturing and equipping of the Leased Premises in accordance
with Tenant's standards; (c) all Building signs, letters and logos; (d) the
construction and installation of any and all manufacturing or other equipment;
and (e) any and all maintenance and remodeling undertaken by Tenant after the
Commencement Date and throughout the Term.

            SECTION 3.05. CONDITIONS TO TENANT'S CONSTRUCTION: Notwithstanding
the provisions of Section 3.04 above, prior to Tenant's undertaking any of the
construction, installation or fabrication permitted under Section 3.04, Tenant
shall submit plans and specifications to Landlord for Landlord's approval in
accordance with the provisions of the last paragraph of this Section 3.05, and
shall also use its best efforts to accomplish the following: (a) obtain all
permits from any federal, state or local municipality, agency or regulatory body
having jurisdiction over the


                                       4
<PAGE>
Leased Premises, or the operation of Tenant's business on the Leased Premises,
and submit evidence of the obtaining of such permits unto Landlord; and (b)
supply Landlord with written evidence that Tenant's construction and the
proposed use to be made by Tenant of the Leased Premises is in full compliance
with any and all ordinances, rules and regulations in effect in the Municipality
of Murrysville as the same relate to matters of zoning, subdivision (if
applicable), building or remodeling permits, sanitary and other municipal waste,
hazardous waste (if applicable), surface water run off (if applicable),
emissions into the atmosphere of any nature, or any other matters pertaining to
Tenant's use of the Leased Premises or any environmental impact resulting
therefrom. In the event Tenant requests Landlord to join in any permit
application by reason of Landlord's ownership of the Leased Premises, the
Landlord agrees to do so, provided that the responsibility for obtaining such
permits shall remain with Tenant, and Tenant shall hold harmless Landlord from
any and all costs or liability resulting from Landlord's cooperation hereunder.

             As set forth heretofore, prior to the commencement of any Tenant
improvements, Tenant shall submit plans and specifications for such improvements
to Landlord which shall be made part of Landlord's permanent records. No Tenant
improvements may be commenced on the Leased Premises until Tenant has received
Landlord's approval, which approval shall not be unreasonably withheld, but may
be withheld in the event that the submitted plans are not in accordance with
recognized standards in the construction industry (whether or not such standards
are legally binding in the Municipality of Murrysville).

            SECTION 3.06. RESPONSIBILITY FOR PAYMENT: Tenant shall be
responsible for payment of any and all municipal or other fees incurred by
Tenant for any permits required by Tenant for either Tenant's construction or
Tenant's uses of the Leased Premises; as set forth in Article 15 hereafter;


                                       5
<PAGE>
and which permits shall be acquired by Tenant in accordance with all local,
state or federal rules and regulations concerning the issuance and payment
thereof; and Tenant shall pay such fees as are required for any permits in a
timely matter, together with any other monetary obligations resulting from
Tenant's construction or Tenant's occupancy. In this regard, Tenant shall hold
harmless and indemnify Landlord from any and all legal responsibility concerning
the issuance of such permits, and which indemnification shall extend to any and
all attorneys or other fees incurred by Landlord in defending any suit brought
on account thereof.

            SECTION 3.07. CONTINUING COVENANT: The obligations of Tenant
hereunder shall be binding for the initial construction contemplated by Tenant
hereunder, and shall constitute continuing covenants and obligations for any
additional construction undertaken by Tenant on the Leased Premises throughout
the Term.

            SECTION 3.08. NO MECHANICS' LIEN PERMITTED: Tenant shall not do or
suffer anything to be done whereby the Leased Premises may be encumbered by a
Mechanics' Lien, and shall, whenever and as often as any Mechanics' Lien is
filed against the Leased Premises purporting to be for labor or material
furnished or to be furnished to Tenant, discharge the same of record within
thirty (30) days after the date of filing. Notice is hereby given that Landlord
shall not he liable for any labor or materials furnished or to be furnished to
Tenant upon credit, and that no Mechanic's, or other lien or any such Labor or
materials shall attach to or affect the reversionary or other estate or interest
of Landlord in and to the Leased Premises.

                        ARTICLE 4. TAXES AND ASSESSMENTS

            SECTION 4.01. PAYMENT BY TENANT: Throughout the Term, Tenant shall
be responsible for and discharge all real estate taxes, general and special
assessments which may be levied on or assessed against the Leased


                                       6
<PAGE>
Premises and all improvements and other property located thereon, whether
belonging to Tenant or Landlord, and to which either of them may become liable
in relation thereto. Notwithstanding anything to the contrary contained in the
preceding sentence, any assessments for Municipal improvements shall be pro
rated between the Landlord and Tenant based on the useful life of the
improvement (with Tenant's responsibility to include the Term remaining at the
time of the assessment); together with any taxes (other than Pennsylvania and
Federal Income Taxes) which may be levied against the receipts by Landlord of
any payments due from Tenant hereunder, or which otherwise result from
Landlord's ownership of the Leased Premises.

            SECTION 4.02. HOLD HARMLESS: Tenant agrees to and shall protect and
hold harmless Landlord and the Leased Premises from liability for any and all
assessments and charges for which it is otherwise liable, together with any
interest, penalties or other sums thereby imposed, and from any sale or other
proceedings to enforce payment thereof.

            SECTION 4.03. PRORATION OF TAXES FOR FIRST YEAR AND LAST YEAR OF
TERM: Tenant's obligation to pay for taxes shall commence on the Commencement
Date, and Tenant shall be responsible for two-twelfths (2/12ths) of the total
taxes levied for 1991. The taxes for the last year of the term shall be prorated
between Landlord and Tenant on the basis of the ratio between the time the
Leased Premises are leased to Tenant and the time the Leased Premises are not so
leased. Such proration shall be on a calendar year basis, whatever the fiscal
year of the taxing agency which levies the tax.

            SECTION 4.04. TIME AND METHOD OF PAYMENT: Tenant's share of the 1991
taxes shall be due and payable on the Commencement Date. Thereafter, upon
receipt of any tax bill, Landlord shall immediately forward a copy of the same
to Tenant, which shall cause a check or checks to be issued to Landlord for
payment of the tax at the discounted rate, and shall forward the


                                       7
<PAGE>
payment of the same to Landlord in sufficient time that Landlord can then pay
the taxes at the discounted rate set forth in the bill. After payment of the
same, Landlord shall forward to Tenant a copy of the receipted tax bill.

            SECTION 4.05. PAYMENT BY LANDLORD ON TENANT'S DEFAULT: If Tenant
fails to pay such taxes, assessments or charges or fails to give written notice
of any payment thereof as herein provided, Landlord may at its option and any
time after such taxes become due, after notice to Tenant, pay such taxes,
assessments or charges together with all penalties and interest which may have
been added because of Tenants delinquency or default, and may likewise redeem
the Leased Premises or any part thereof, or the Building or improvements situate
thereon, from a tax sale or sales. Any such amount so paid by Landlord shall
become immediately due and payable as additional rent by Tenant to Landlord,
together with interest thereon at the Prime Interest Rate published in the Wall
Street Journal from time to time from the date of payment by Landlord until paid
by Tenant. Any such payment by Landlord shall not be deemed to be a waiver of
any other rights which Landlord may have under the provisions of this Lease or
as provided by law.

            SECTION 4.06. RIGHT TO CONTEST, LEVY, ASSESSMENT OR CHARGE: Tenant
shall have the privilege, acting in the name of the Landlord, but at the sole
cost and expense of Tenant, before delinquency occurs, of protesting,
contesting, objecting to, or opposing the legality or amount of any such
assessments or public charges to be paid by Tenant hereunder. If Tenant shall,
in good faith, deem the same to be illegal or excessive, and in the event of any
such contest, it may to the extent provided by law defer payment of any such
assessment or charge so long as the legality or the amount is contested in good
faith; provided, however, that if at any time payment of the whole or any part
thereof shall become necessary in order to prevent the termination, by sale or
otherwise, of the right of redemption of any property affected thereby, or to
prevent eviction of either Landlord or


                                       8
<PAGE>
Tenant because of nonpayment thereof, Tenant shall pay the same in order to
prevent such termination of the right of redemption or such eviction.

                       ARTICLE 5. INSURANCE AND FIRE LOSS

            SECTION 5.01. TENANT'S OBLIGATION: Tenant agrees to and shall, prior
to the date that Tenant takes occupancy, secure from a good and responsible
company or companies licensed to do business in the Commonwealth of Pennsylvania
and which has a minimum rating of A, as rated by Best's Rating Service, and
maintain during the Term and the Extended Term, the following insurance
coverage:

            A. Fire and extended coverage insurance in an amount not less than
$3,500,000.00, with said amount to be increased at the lesser of (a) three (3)
percent per annum, or (b) that rate of increase published by the insurance
companies in Allegheny County as the recommended incremental increase for
properties of like kind; with the increase to become effective on an annual
basis commencing with the year following the third (3rd) anniversary of the
Commencement Date and continuing throughout the Term. The coverage shall be in
addition to any insurance Tenant maintains on its own property in the Leased
Premises.

            B. Public liability insurance in the minimum amount of $5,000,000.00
per loss from an accident resulting in bodily injury to or death of persons or
destruction of property.

            C. Workman's Compensation Insurance in an amount not less than the
minimum amount required under Pennsylvania Law.

            D. Business Interruption Insurance sufficient for Tenant to pay the
rents otherwise due under 5.06D hereafter.

            SECTION 5.02. ADDITIONAL INSURED: Tenant agrees that additional
insureds shall be named on the aforementioned policies of insurance as follows:


                                       9
<PAGE>
            A. Under the fire and extended coverage insurance required under
Section 5.01A, Tenant, Landlord, P. Richard Ridilla, John M. Ridilla and the
Ridilla-Delmont Trust shall all be named as their interests may appear, and the
Landlord's Lender (if any) shall be named on a standard mortgagee clause.

            B. Under the public liability insurance required under Section
5.01B, Tenant, Landlord, P. Richard Ridilla, John M. Ridilla, and the
Ridilla-Delmont Trust shall all be named as their interests may appear.

            SECTION 5.03. PROOF OF COVERAGE: Upon written notice, Tenant agrees
to provide Landlord or any other party for which coverage is required hereunder
a certificate of coverage.

            SECTION 5.04. PROTECTION AGAINST CANCELLATION: All policies of
insurance shall contain the provision that no policy shall be canceled or
altered without ten (10) days prior written notice to any of the named parties
listed thereon.

            SECTION 5.05. PROCEEDS: As between Landlord and Tenant, upon the
occurrence of an event for which proceeds are payable under the fire and
extended coverage policy, Landlord shall be entitled to receive all proceeds
other than those listed hereinafter in Section 5.07, and in any event not less
than the cost of repair and/or rebuilding the Building or any other portion of
the Leased Premises, whether or not the same are rebuilt under Section 5.06A
hereafter. Notwithstanding anything contained herein to the contrary, in the
event of damage to the Building, and the cost to restore the Building will be
less than $5,000, then Tenant shall have the right to receive such proceeds, and
shall be required to repair or rebuild the same with reasonable diligence.


                                       10
<PAGE>
            SECTION 5.06. FIRE AND CASUALTY DAMAGE: If the Building and/or
Support Facilities should be damaged or destroyed by fire, flood or other
casualty, Tenant shall give immediate written notice thereof to Landlord.

            A. If the Building and/or Support Facilities or any part thereof
should be damaged or destroyed by fire, flood or other casualty, Landlord shall,
except as otherwise provided herein, repair and/or rebuild the same with
reasonable diligence at Landlord's sole cost and expense. Landlord's obligation
hereunder shall be limited to the replacement, restoration and repair, as
applicable, of the Building and Support Facilities originally provided by
Landlord and all such replacement, restoration and repair must be completed and
possession of the entire Leased Premises tendered to Tenant within one hundred
eighty (180) days from the date of the occurrence of such casualty. Within
twenty (20) days of the date of such casualty, damage or destruction, Landlord
shall furnish Tenant, in writing, a projected completion date for Landlord's
repairs, replacement and/or reconstruction. If Landlord's projected completion
date is more than one hundred eighty (180) days from the date of casualty,
damage, and/or destruction, then within fourteen (14) days after Tenant receives
Landlord's written projected completion date, Tenant shall have the right to
terminate this Lease by providing Landlord written notice of its election to
terminate, effective as of the date of the occurrence of the casualty. In the
event that:

                  (i)   Tenant elects not to terminate this Lease after being
                        notified that Landlord's projected completion date is
                        more than one hundred eighty (180) days after the date
                        of casualty, damage and/or destruction and Landlord
                        fails to complete its work by Landlord's projected
                        completion date; or,


                                       11
<PAGE>
                  (ii)  Landlord's projected completion date is less than one
                        hundred eighty (180) days from the date of casualty,
                        damage and/or destruction and Landlord fails to complete
                        its work within said one hundred eighty (180) days;

then Tenant may terminate this Lease by providing Landlord with written Notice
of Tenant's election to terminate, provided such notice of termination is given
prior to completion of Landlord's work. The effective date of termination shall
be set forth on Tenant's written notice, although Tenant shall be entitled to an
additional period of time, not to exceed sixty (60) days, to remove Tenant's
property, including Tenant's Trade Fixtures and Equipment as that term is
defined in Section 9.01, from the Leased Premises. During this additional period
of time after the Termination of Lease Agreement, Tenant shall continue to pay
the then current rent on a per diem basis.

            B. Landlord shall not be obligated to replace, repair, or restore
any property belonging to Tenant or any improvements to the Leased Premises made
by Tenant.

            C. In the event that such a casualty or occurrence involving
substantial damage or substantial destruction occurs within the last three (3)
years of the Term of this Lease, then Landlord shall have no obligation to
replace, repair and/or restore the Leased Premises, and this Lease shall be
deemed terminated effective as of the date of the occurrence of the casualty.
Tenant shall then have a reasonable period time not to exceed sixty (60) days,
to remove Tenant's property, including Tenant's Trade Fixtures and Equipment as
that term is defined hereafter at Section 9.01 from the Leased Premises during
which period of time no rents shall be due and payable to the Landlord.


                                       12
<PAGE>
            D. In the event of casualty, which does not otherwise cause a
termination of this Lease, Tenant shall be obligated to pay rent for all periods
prior to the effective date of termination whether or not the Leased Premises
are occupied.

            SECTION 5.07. TENANT'S PROPERTY: Notwithstanding the language of
Section 5.06, and subject to the payment to Landlord as set forth in Section
5.05, any insurance due and payable resulting from loss to Tenant's Trade
Fixtures and Equipment as defined in Section 9.01 shall be paid to Tenant.

                              ARTICLE 6. UTILITIES

            SECTION 6.01. TENANT'S RESPONSIBILITY: The Tenant shall, from and
after the Commencement Date, and continuing throughout the Term, pay all charges
for telephone, gas, electricity, sewage and water used in or on the Leased
Premises as such charges are or may be determined by a meter dedicated solely to
the Leased Premises. Tenant further agrees to pay all charges for repairs to any
and all meters on the Leased Premises whether necessitated by ordinary wear and
tear, temperature extremes, accidents or any other cause. Such payment shall be
made immediately upon receipt by Tenant of the invoice for said charges.
Nevertheless, notwithstanding anything to the contrary herein contained, Tenant
shall have the right to contest any charges for utility services or meter
repairs, pursuant to the same terms and conditions as provided for contesting
taxes under Section 4.06 hereof. It is also understood and agreed that any
hookups, feeds or service connections or facilities for utilities contemplated
hereunder, shall also be the responsibility of Tenant, either for the
commencement of service at any time after the date hereof, and continuing
throughout the Term.


                                       13
<PAGE>
                         ARTICLE 7. WASTE AND NUISANCE

            SECTION 7.01. TENANTS RESPONSIBILITY: Tenant shall not commit, or
suffer to be committed, any waste to the Leased Premises, nor shall it maintain,
commit, or permit the maintenance or commission of any nuisance on the Leased
Premises or use the Leased Premises for any unlawful purpose; nor permit any
activity or any condition to exist upon the Leased Premises which would
invalidate or prevent the procurement of any insurance policy which may at any
time be required pursuant to the provisions of Article 5 hereof.

      ARTICLE 8. MAINTENANCE AND REPAIRS; INDEMNITY AND HOLD HARMLESS FROM
                                 HAZARDOUS WASTE

            SECTION 8.01. LANDLORD'S RESPONSIBILITY: Landlord's liability for
maintenance and repairs of the Leased Premises shall be limited to structural
and roof repairs to the interior and exterior of the Building and Support
Facilities throughout the Term, other than any changes or alteration to the
structure of the interior and exterior of the Building and Support Facilities as
contemplated by Tenant's construction under Article 3 (which such changes or
alterations shall be the responsibility of Tenant); or any repairs necessitated
by Tenant's use of the Leased Premises.

            SECTION 8.02. TENANT'S RESPONSIBILITY: Other than Landlord's
responsibility as set forth in Section 8.01, Tenant shall be responsible for any
and all repairs, both of a minor and major nature for the Leased Premises, and
agrees to keep the Leased Premises in good order and repair, together with any
and all alterations, additions and improvements therein or thereto; and shall at
Tenant's own expense promptly make all needed repairs and replacements in and to
the Leased Premises including sidewalks, water, sewer and gas connections, pipes
and mains, and all other fixtures, machinery and equipment, all mechanical,
electrical and plumbing systems, now or hereafter belonging to or connected with
the Leased Premises or used in its operation. All such repairs and replacements
shall be of first class


                                       14
<PAGE>
quality, sufficient for the proper maintenance and operation of the Leased
Premises. Tenant shall also be completely responsible for all maintenance,
repair and replacement of the parking areas, and also agrees to have full and
complete responsibility for the removal of ice, snow and trash as required.
Trash must be placed in covered containers in order that it cannot blow about
the premises or any abutting property. Grass cutting and all maintenance of lawn
and shrubbery is the responsibility of the Tenant. All repairs, maintenance and
upkeep required of Tenant hereunder shall be in accordance with all applicable
State, Federal and local rules, regulations and ordinances.

            SECTION 8.03. PARKING AREA: As listed above in Section 8.02, the
maintenance, repair and replacement of parking facility and also any driveways
forming a portion of the Leased Premises shall be the sole responsibility of
Tenant. Tenant hereby agrees that (subject to Landlord's warranties as listed
heretofore in Section 3.01), it shall receive the existing parking facility and
access drives in an "as is" condition as of the Commencement Date and any damage
caused to them hereafter shall be the responsibility of Tenant, which shall
repair the same in accordance with its other repair responsibilities outlined in
this Article 8. In addition, in the event Tenant causes any damage, other than
that caused by reasonable wear and tear, to any of the access roads or abutting
industrial sites in the Murray Corporate Park resulting from overweight
vehicles, etc., Tenant shall reimburse Landlord for any such damage resulting
therefrom.

            SECTION 8.04. FAILURE TO REPAIR, RIGHT TO CURE: Failure on the part
of either Landlord Tenant to fulfill its duty to repair the Leased Premises
shall constitute a default under the Terms of this Lease. Landlord or Tenant
shall be permitted to accomplish the required repairs or perform any work or
construction required to fulfill Landlord's or Tenant's responsibility under
this Article; and if either does the same, the work


                                       15
<PAGE>
shall not constitute a waiver of the other's default in failing to perform its
obligations of repair hereunder, or the right to payment therefore. The cost to
Landlord of making such repairs shall be considered additional rents due
hereunder, which Tenant shall be obligated to pay in accordance with the terms
hereof; and if Tenant does the same, Tenant shall have the right to offset its
reasonable costs and expenses, which were actually incurred by Tenant to perform
any work or construction required to fulfill Landlord's responsibility under
this Article, against the rent due hereunder.

            SECTION 8.05. INDEMNITY AND HOLD HARMLESS FROM HAZARDOUS WASTE:
Landlord and Tenant hereby each agrees to defend, indemnify and hold harmless
each other and each other's partners, shareholders, directors, officers,
employees and agents, assignees, subtenants or successors in interest and their
directors, officers, employees and agents, from and against any and all losses,
claims, damages, penalties and liability, including all out-of-pocket litigation
costs and reasonable fees and expenses of counsel, (i) including all foreseeable
and all unforeseeable consequential damages, directly or indirectly, arising out
of the use, generation, storage, release or disposal of Hazardous Materials by
the indemnifying party, its agents or contractors prior to execution of this
Lease or at any time thereafter, and (ii) including, without limitation, the
cost of any required or necessary repair, cleanup, or detoxification and the
preparation of any closure or other required plants, whether such action is
required or necessary prior to or following the Commencement Date of the Term,
to the full extent that such action is attributable, directly or indirectly, to
the presence or use, generation, storage, release, threatened release, or
disposal of Hazardous Materials by the indemnifying party on, under or in the
property underlying the Leased Premises. For the purposes of this Section 8.04,
Hazardous Materials shall include but not be limited to substances defined as
"hazardous substances," "Hazardous Materials," or "toxic substances" in the


                                       16
<PAGE>
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq., the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801, et seq.; the Resource Conservation and Recovery
Act, 42 U.S.C. Section 6901, et seq.; and those substances defined as hazardous,
toxic, hazardous wastes, toxic wastes or as hazardous or toxic substances by any
law or statute now or hereafter in effect in the State in which the Leased
Premises are located, and in the regulations adopted and publications
promulgated pursuant to said laws. The provisions of this paragraph shall
survive the Termination Date, and become continuing covenants thereafter.

               ARTICLE 9. ALTERATIONS, IMPROVEMENTS AND FIXTURES

            SECTION 9.01. TRADE FIXTURES AND EQUIPMENT: Tenant shall have the
right, as part of Tenant's construction contemplated under Article 3, and at any
time thereafter, at any time and from time to time during the Term, at its sole
cost and expense, to affix and install such personal property, trade fixtures
and equipment, of either a permanent or non-permanent nature (herein
collectively "Trade Fixtures and Equipment"), to, in, or on the Leased Premises
as it shall in its sole discretion deem advisable. For purposes of this
paragraph, Trade Fixtures and Equipment shall incorporate and mean all such
property referred to in the above sentence, other than Non-Trade Fixtures as
defined hereafter in Section 9.02. All Trade Fixtures and Equipment affixed
and/or installed or in any way placed in or on the Leased Premises shall at all
times belong to Tenant and may be removed by Tenant at any time during the Term
or within a reasonable time after the expiration of the Term (provided Tenant
shall pay to Landlord rental for the period of occupancy beyond the Termination
Date based on the preceding month's rent under the Lease, multiplied by a factor
of 125%, and pro rated on a daily basis), provided that any damages to the
Leased Premises


                                       17
<PAGE>
caused by such removal shall be repaired by Tenant at its own cost and expense.
Notwithstanding other provisions of this Section 9.01, Tenant agrees that in its
fixturing or the installation of any equipment and trade fixtures permitted
herein, that it will not cause any excess load nor undue stress on or to the
structural portion of the Building or the Support Facilities.

            SECTION 9.02. NON-TRADE FIXTURES: All structural alterations,
additions, improvements to the Land or Building (herein "Non-trade Fixtures"),
constructed upon or affixed to the Leased Premises will immediately become and
remain the property of Landlord.

            For purposes of this Lease, "Non-trade Fixtures" shall be defined
as: (a) permanent structural alterations, additions and improvements to the Land
or Building, such as new interior permanent walls and other structural
remodeling; (b) roof mounted air-conditioning or heating systems; (c) concrete
pads; (d) additional utilities installed on the Leased Premises, such as gas,
water, electric, including panels and conduits up to but not including any
control panels located on Tenant's equipment or machinery; (e) light fixtures;
(f) plumbing fixtures; (g) space heaters hung from or attached to the Building
by piping or other connections; (h) carpeting; (i) window coverings; (j) the
smoke alarm system or systems; (k) any and all conduit installed for the
telephone, security, smoke alarm or fire prevention systems; (l) any
pre-treatment facilities required by Tenant for the disposal of its sanitary
sewer waste; and (m) any replacement of or substitution by Tenant of any of the
above throughout the Term. Notwithstanding any other language of this paragraph,
the term "Non-Trade Fixtures" shall not include any "buss duct" installed by
Tenant on the Leased Premises, which shall be considered within the definition
"Trade Fixtures and Equipment" under Section 9.01.


                                       18
<PAGE>
            SECTION 9.03. LANDLORDS WAIVER: Tenant shall have the right to
finance through a bonafide lending agency (hereinafter "Tenant's Lender") any of
the Trade Fixtures and Equipment which it determines to install in the Leased
Premises; and in which event, Landlord agrees to execute a Landlord's Waiver in
such form as is hereinafter agreed to; however, Landlord shall not be obligated
to issue any Landlord's waiver for Non-Trade Fixtures as defined in Section 9.02
above. Whatever the form of Landlord's Waiver, the same shall contain adequate
assurances to Landlord that (a) in the event Tenant's Lender causes the removal
of any collateral from the Leased Premises, that Tenant's Lender shall repair
any and all damage to the Leased Premises; (b) in the event of termination of
the Lease for any reason, Tenant's Lender shall cause removal of the collateral
within thirty days after having been given written notice of such termination;
and (c) Tenant's Lender agrees to pay rent for the Leased Premises for the
period between the termination and the date of removal.

            SECTION 9.04. REMOVAL ON TERMINATION: Upon termination of this Lease
for any reason, provided that Tenant is otherwise not in default hereof, Tenant
shall cause the removal of all Trade Fixtures and Equipment together with such
of the Non-trade Fixtures that were installed by Landlord as Landlord shall
direct. As stated heretofore, Tenant shall not have the right to remove any of
the Non-trade Fixtures without Landlord's prior written consent. Upon removal of
the Trade Fixtures and Equipment and the Non-trade Fixtures for which written
consent has been given by Landlord, Tenant shall cause the Leased Premises to be
restored to the same condition as they are in as of the Commencement Date,
reasonable wear and tear accepted.


                                       19
<PAGE>
                          ARTICLE 10. QUIET POSSESSION

            SECTION 10.01. COVENANT OF QUIET POSSESSION: Landlord shall, on the
Commencement Date, place Tenant in quiet possession of the Leased Premises and
shall secure it in the quiet possession thereof against all persons claiming the
same during the Term. In the event that Landlord cannot deliver quiet possession
as aforesaid on the Commencement Date, this Lease Agreement may, at the option
of Tenant, terminate and all monies, if any, delivered to Landlord on account of
rent and security deposit, or other charges shall be refunded to Tenant, and the
Lease shall be deemed void from inception.

            SECTION 10.02. SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE: This
Lease shall be subordinate, at the option of Landlord, to any and all
encumbrances given by Landlord which may be required for the financing or the
refinancing of the Leased Premises from time to time (including any financing
which may be in place as of the Commencement Date) so long as Landlord obtains
from its Lender a Subordination and Attornment Agreement which provides inter
alia that if such Lender or any successor in interest thereto comes into
possession of the Leased Premises or any part thereof; or shall become the owner
of the Leased Premises or otherwise take over the rights of Landlord of the
Leased Premises, that such holder shall not disturb the possession, use or
enjoyment of the Leased Premises by Tenant, its successors or assigns, nor
disaffirm this Lease or Tenant's rights or any Estate granted hereunder, so long
as Tenant performs all of its obligations in accordance with the terms of this
Lease; and in which event, Tenant shall attorn to the rights of such holder. In
the event of such agreement, Tenant shall agree as part of the attornment
portion of the same, not to hold the Lender responsible for any default of
Landlord that may have occurred prior to the date that Lender may succeed to the
rights of Landlord thereunder.


                                       20
<PAGE>
        ARTICLE 11. TERMINATION, SURRENDER OF PREMISES AND HOLDING OVER

            SECTION 11.01. TERMINATION: As set forth heretofore, this Lease
shall terminate at 11:59 P.M. on October 31, 2001, and Tenant agrees to vacate
said premises by said date.

            If Tenant shall remain in possession of all or any part of the
Leased Premises after the expiration of the Term, then Tenant shall be deemed a
Tenant of the Leased Premises from month-to-month at the rental rate of
twenty-five (25%) percent in excess of rent paid during the one hundred
twentieth month of the Term, subject to all the terms and provisions hereof
except as to the Term. For purposes of this Section 11.01, Tenant shall not be
deemed to have held over if its vacation of the Leased Premises is completed by
the close of business of the tenth day following the Termination Date, with time
being of the essence (provided that Tenant pays rent for such 10 day period in
accordance with the terms of this Section 11.01.

            SECTION 11.02. SURRENDER AND REMOVAL OF PROPERTY: On expiration of
the Term as set forth in Section 11.01 hereof, any Trade Fixtures and Equipment
and Non-Trade Fixtures installed by Tenant not removed under Section 9.04 shall
be deemed to have been abandoned by Tenant and may be retained or disposed of by
Landlord with no resulting liability or charge due and owing Tenant; but with
Landlord being entitled to recover from Tenant any costs incurred by Landlord
resulting from such non-removal. If termination is caused by default of Tenant
resulting from failure of Tenant to pay rent, Tenant shall not have any right to
remove any property whatsoever from the Leased Premises and shall have no
further rights concerning the same and none of Tenant's property shall be
removed from the Leased Premises (other than that property for which a
Landlord's Waiver has been granted by Landlord pursuant to the provisions of
Section 9.03 hereof if the same are removed by Tenant's Lender); and in which
event, Landlord shall be entitled to recover


                                       21
<PAGE>
from Tenant as additional damages any and all reasonable costs actually incurred
by Landlord in restoring the Leased Premises to the condition they were in as of
the Commencement Date.

                            ARTICLE 12. CONDEMNATION

            SECTION 12.01. ALL OF PREMISES: If during the Term of this Lease or
any renewal thereof, all of the Leased Premises should be taken for any public
or quasi-public use under any law, ordinance or regulation, or by right or
eminent domain, this Lease shall terminate automatically as of the date of the
filing of the Declaration of Taking; and the rent and other charges shall be
abated during the unexpired portion of the Term, effective as of the date of the
taking of said premises by the condemning authority. In the event of said
taking, then Landlord and Tenant Shall each be entitled to such damages as
Landlords and Tenants are otherwise entitled to under applicable Pennsylvania
Law, and Tenant shall be entitled to such additional damages as it may be
entitled to by reason of being a "Displaced Person" under the Eminent Domain
Code of 1964, and any amendments thereto.

            SECTION 12.02. PARTIAL: If less than all of the Leased Premises
shall be taken for any public or quasi-public use under any law, ordinance, or
regulation, or by right of eminent domain, this Lease shall not terminate but
Landlord shall forthwith at its sole expense, restore and reconstruct the
Building and Support Facilities, and other improvements, situated on the Leased
Premises, provided such restoration and reconstruction shall in the reasonable
business judgment of Tenant, make the same tenantable and suitable for the uses
for which the premises are Leased within 180 days of the date of taking. Within
twenty (20) days of the date of taking, Landlord shall furnish Tenant in writing
a projected completion date for Landlord's restoration and reconstruction. If
Landlord's projected completion date is more than 180 days from the date of
taking, then within fourteen (14) days


                                       22
<PAGE>
after Tenant receives Landlord's written projected completion date, Tenant shall
have the right to terminate the Lease by providing Landlord written notice of
its election to terminate, effective as of the date of taking. Additionally,
Tenant shall have the same rights, and Landlord shall have the same obligations,
with respect to restoration and reconstruction following taking, as provided for
with respect to restoration and reconstruction following the occurrence of fire
or other casualty as set forth in Section 5.06 hereof. In the event of a partial
taking and the Landlord completes the restoration and reconstruction as provided
herein, the rent and other charges payable hereunder during the unexpired
portion of this Lease, from the date of taking, shall be abated or adjusted
equitably, as appropriate under the circumstances. In the event of such partial
condemnation, Landlord shall be entitled to any and all awards due and payable.

            SECTION 12.03. DAMAGES: Notwithstanding the provisions of Section
12.01 and 12.02, in the event of condemnation, Tenant shall be entitled to
special damages permitted tenants under Article 6-A of the Eminent Domain Code
of 1964, as amended or any supplements or amendments thereto, or any other
supplemental payments permitted to tenants under laws then in effect.

                       ARTICLE 13. DEFAULTS AND REMEDIES

            SECTION 13.01. PENALTY FOR DELAYED PAYMENT: If the payment of any
rent due hereunder is not received by Landlord by the seventh day of the month
for which payment is due, there shall be imposed a penalty of (a) five (5)
percent of the base amount of such payment, and (b) an additional five (5)
percent commencing 21 days after receipt of written notice by Tenant that
payment has not been received within said seven (7) day period; and which
penalties shall be in addition to any and all payments otherwise due


                                       23
<PAGE>
hereunder. The maximum penalty imposed on any single monthly installment or rent
by this Section shall be ten (10%) percent of such installment.

            SECTION 13.02. DEFAULT BY TENANT: If Tenant shall (a) allow the rent
to be in arrears more than thirty (30) days after Tenant has received written
notice of the same from Landlord; or (b) default in any other provision of this
Lease, and allow said default to continue for thirty (30) days from the date of
receipt of said notice, without instituting measures which will correct said
default within ninety (90) days thereafter; or (c) assign this Lease or sublet
the whole or any part of the Leased Premises or permit any other person to
occupy the whole or any other part of the Leased Premises (other than to an
affiliate of Tenant) without the express written consent of Landlord; or (d)
allow or permit an execution to be issued against Tenant which is not stayed by
payment or other means within fifteen (15) days from the date of issue of said
execution; or (e) permit or allow bankruptcy proceedings to be instituted by or
against Tenant in which Tenant is a debtor and which are not withdrawn or
dismissed within thirty (30) days after the institution of said proceedings; or
(f) permit or allow an assignment to be made by Tenant for the benefit of
creditors; or (g) permit or allow a receiver to be appointed for Tenant by legal
proceedings or otherwise; or (h) permit or allow a sale to be made of any of
Tenant's personal property by legal process; then in any of the above listed
events, Landlord may, at its option, without further notice to Tenant, declare
Tenant to be in default and after doing so, be entitled to the following
remedies:

            A. Landlord may at its option without notice to Tenant, terminate
this Lease; or in the alternative Landlord may reenter and take possession of
the Leased Premises and remove all persons and property therefrom, without being
deemed guilty of any manner of trespass, and relet the premises or any part
thereof, for all or any part of the remainder of said Term, to a party
satisfactory to Landlord, and at such monthly rental as


                                       24
<PAGE>
Landlord may with reasonable diligence be able to secure. Should Landlord be
unable to relet after reasonable efforts to do so, or should such monthly rental
be less than the rental Tenant was obligated to pay under this Lease, or any
renewal thereof, plus the expense of reletting, the Tenant shall pay the amount
of such deficiency to Landlord.

            B. Landlord may bring a suit for damages against Tenant for rents
due and payable, and may also bring an action for specific performance to
maintain its rights under this Lease.

            C. Notwithstanding re-entry and termination pursuant to the above
sections, Tenant shall remain liable for any rent and damages, which may be due
or sustained prior thereto, all reasonable costs, all legal and other
professional fees and expenses incurred by Landlord in recovering the Leased
Premises or recovering any monies due under this Lease and in leasing the
Premises to another Tenant. Tenant shall also be liable for damages to be
calculated in the following manner: Tenant shall pay an amount of money equal to
the total rent which but for termination would have become payable during the
remainder of the Term, less the amount of rent, if any, which Landlord may
receive during such period from others to whom the Leased Premises may be rented
on such terms and conditions and that such rentals as Landlord, in its sole
discretion, shall deem proper.

            D. In any event of default, Landlord may declare the balance of the
rents due during the balance of the Term as if by the Terms of the Lease, the
same were all payable in advance.

            E. All rights and remedies of Landlord under this Lease shall be
cumulative, and none shall exclude any other right or remedy at law. Such rights
and remedies may be exercised and enforced concurrently and whenever and as
often as occasion therefore arises.


                                       25
<PAGE>
                       ARTICLE 14. INSPECTION BY LANDLORD

            SECTION 14.01. RIGHT OF INSPECTION: Tenant shall permit Landlord,
its respective agents or mortgagees, after reasonable notice of not less than
forty-eight (48) hours, to enter onto and upon the Leased Premises (except for
those areas where confidential material is stored) at all reasonable times
during regular business hours, subject to Tenant's normal safety and security
regulations, for the purpose of inspecting the same or for the purpose of
maintaining or making repairs or alterations to the building.

                    ARTICLE 15. ADDITIONAL TENANT COVENANTS:

            SECTION 15.01. USE OF LEASED PREMISES: Tenant shall use the Leased
Premises only for the following purposes:

            A. Industrial use in accordance with Tenant's business, provided
that in accomplishing such use, Tenant must comply with all zoning ordinances,
restrictive covenants, rules, laws and regulations in effect at all times
throughout the Term of this Lease.

            B. After the commencement of the Term, in the event that Tenant is
required to obtain permits for the use of the Leased Premises, then Tenant shall
bear the responsibility of obtaining all permits required and subject to Section
13.02 hereof, failure to obtain such permits shall constitute a default
hereunder.

            C. Tenant agrees not to use or occupy, suffer or permit the Leased
Premises or any part thereof to be used or occupied for any purpose contrary to
law or the rules and regulations of any public authority, or in any manner
deemed an unreasonable fire or safety hazard by competent municipal authority or
board of fire underwriters.

            D. No use of the Leased Premises shall be permitted other than what
they are structurally designed for.


                                       26
<PAGE>
            E. No intended use by Tenant of the Leased Premises shall be
permitted for which the Leased Premises must be materially altered without first
obtaining the permission of Landlord, and in addition to which, any alteration
required shall be subject to the limitations heretofore set forth in Article 3.

            F. No use shall be permitted which violates any law or regulation
pertaining to environmental hazards or environmental protection of any state,
local or federal agency.

            G. No use of the Leased Premises shall be permitted which involves
the raising or slaughtering of live stock or any other animals of any kind. H.
All landscaping on the Leased Premises shall be maintained by Tenant in order
that the Leased Premises and the amenities thereto retain a neat and clean
appearance.

            H. All landscaping on the Leased Premises shall be maintained by
Tenant in order that the Leased Premises and the amenities thereto retain a
neat and clean appearance.

            I. No use of the Leased Premises shall be permitted which attracts
large numbers of persons or large crowds on a regular basis.

            J. In the event that an association of tenants or owners in the
Murray Corporate Park is formed, then Tenant shall become a member of the same
and thereafter comply with all reasonable rules and regulations of the
association.

            SECTION 15.02. NO NUISANCE: Tenant agrees not to utilize the
premises for any use which constitutes a nuisance or unreasonable interference
with other users of the Murray Corporate Park. In this regard, the following
restrictions shall be in effect:

            A. No employees, invitees, business visitors or other individuals
utilizing the Leased Premises at any time shall be permitted to park their motor
vehicles in any space that is not completely contained


                                       27
<PAGE>
within the Leased Premises (nor on any portion of the access road, whether
within the Leased Premises or not).

            B. No retail sales of any kind whatsoever shall be permitted on the
Leased Premises.

            SECTION 15.03. SIGNS: Tenant shall be permitted to erect a sign or
signs in accordance with an approved design hereinafter agreed to between
Landlord and Tenant. After occupancy, Tenant shall not erect any other sign
without the prior approval of Landlord which approval shall not be unreasonably
withheld or delayed. All signs, when erected, shall be maintained by Tenant in a
good state of repair throughout the time that the same are erected, and must
meet standards imposed by ordinances, laws and regulations of all governing
bodies having jurisdiction over the same.

            SECTION 15.04. CONTINUING COVENANTS: The requirements set forth
heretofore in Section 15.01 through 15.03 shall be applicable and binding upon
Tenant and continuing obligations and restrictions upon Tenant's use of said
Leased Premises throughout the Term.

                      ARTICLE 16. ASSIGNMENT AND SUBLEASE

            SECTION 16.01. ASSIGNMENT AND SUBLETTING BY TENANT: Tenant shall not
assign this Lease or sublet all or any portion of the Leased Premises except for
an assignment to, or sublet by, an affiliate of Tenant without the prior written
consent of Landlord, such consent not to be unreasonably withheld. In addition,
the term "assignment" shall include in addition to an out-right assignment of
this Lease, (a) any transfer of more than fifty (50) percent of the outstanding
shares of Tenant; (b) the granting by the owner of Tenant of an option to a
third party to acquire more than fifty (50) percent of the shares of Tenant; (c)
any merger of Tenant into any other corporation; (d) dissolution of Tenant; or
(e) any other fundamental change of Tenant by which the ownership of Tenant is
altered in any way. In


                                       28
<PAGE>
the event of such transfer, the restrictions against assignment otherwise
contained in this Section 16.01 shall continue to be binding upon the
transferee.

            In the event of an Assignment permitted under this Section, then all
of the terms, restrictions and covenants of this Lease, including the
restrictions against Assignment, otherwise contained in this Agreement, shall
continue to be binding upon the assignee.

            SECTION 16.02. ASSIGNMENT BY LANDLORD: Landlord shall have the right
of assignment of this Lease at any time.

                      ARTICLE 17. MISCELLANEOUS PROVISIONS

            SECTION 17.01. NOTICES AND ADDRESSES: All notices provided under
this Lease Agreement shall be given by certified mail, return receipt requested,
and considered received upon delivery or refusal of delivery by the addressee
set forth in said notice. Said notices shall be sent to the address specified on
page one (1) hereof, or to such other address as either party shall have
designated to the other. The addresses may be changed upon written notice by
either party to the other to such other address as such party sets forth in
writing.

            SECTION 17.02. REPORTING REQUIREMENT - ANNUAL REPORTS: It is
acknowledged that prior to the date hereof, Tenant has caused to be prepared and
delivered unto Landlord its last audited financial statement. From and after the
date hereof, Tenant shall cause to be prepared and delivered unto Landlord its
annual financial statements prepared in accordance with GAAP on or before ninety
(90) days after the close of each fiscal year throughout the Term; provided that
nothing contained within the financial statements shall be construed in any
matter to constitute a default under this Lease (provided that Tenant is
otherwise in compliance with all of the Terms hereof).


                                       29
<PAGE>
            SECTION 17.03. PARTIES BOUND: This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors,
administrators, representatives and assigns, when otherwise permitted by this
Agreement.

            SECTION 17.04. APPLICABLE LAW: This Agreement shall be construed
under and in accordance with the laws of the Commonwealth of Pennsylvania, and
all obligations of the parties created hereunder are performable in Westmoreland
County, Pennsylvania.

            SECTION 17.05. LEGAL CONSTRUCTION: In case any one or more of the
provisions contained in this Lease shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Lease
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.

            SECTION 17.06. AMENDMENT: No amendment, modification, or alteration
of the terms hereof shall be binding unless the same be in writing, dated
subsequent to the date hereof, and duly executed by the parties hereto.

            SECTION 17.07. RIGHTS AND REMEDIES CUMULATIVE: The rights and
remedies provided by this Lease are cumulative; and the use of any one right or
remedy by either party shall not preclude or waive its right to use any or all
other remedies. Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or otherwise.

            SECTION 17.08. WAIVER OF DEFAULT: No waiver by the parties hereto of
any default or breach of any Term, condition or covenant of this Lease shall be
deemed to be waiver or any other breach of the same or any other Term, condition
or covenant contained herein.

            SECTION 17.09. TIME OF ESSENCE: Time is of the essence of this
Agreement and for all undertakings contemplated hereby.


                                       30
<PAGE>
            SECTION 17.10. NO BROKERAGE COMMISSION: Landlord acknowledges that
it may owe brokerage fees to Cushman & Wakefield in accordance with its prior
agreements with it. Other than Cushman & Wakefield, Landlord and Tenant each
covenant and agree with the other that no realtor, real estate firm or broker is
entitled to any commission resulting from the sale of the Leased Premises; and
in this regard, each covenant and agree to hold harmless the other from any and
all claims or attempted claims resulting.

            SECTION 17.11. SECURITY GUARANTY: Tenant does hereby acknowledge
that it has obtained and delivered to Landlord as additional security for its
obligations hereunder, the guaranty of Technitrol, Inc., its parent corporation
(hereinafter "Guarantor") in accordance with the Guaranty and Suretyship
Agreement, the form of which is attached hereto as Exhibit "C." Tenant does
hereby agree that in the event of any default under the Guaranty Agreement, that
the same shall constitute a default of this Lease.

            SECTION 17.12. NONRECORDABILITY: Landlord and Tenant acknowledge to
have executed and delivered to each other a Memorandum in the form attached as
Exhibit "D" attached hereto and made a part hereof, which shall be recorded at
the option of either party hereto.

            IN WITNESS WHEREOF, the undersigned Landlord and Tenant hereby
execute this Agreement as of the day and year first above written.



WITNESS:



                                          RIDILLA-DELMONT





/s/ Joseph Conconnon                      By: /s/ John M. Ridilla
------------------------------------          --------------------------------
                                                John M. Ridilla
                                                General Partner




/s/ Joseph Conconnon                      By: /s/ P. Richard Ridilla
------------------------------------          --------------------------------
                                                P. Richard Ridilla
                                                General Partner



ATTEST:                                   ADVANCED METALLURGY INCORPORATED


/s/ Valerie A. Miller                     By: /s/ James J. Rafferty, Jr.
------------------------------------          --------------------------------
                                                James J. Rafferty, Jr.
                                                President




                                       31
<PAGE>
                            FIRST AMENDMENT TO LEASE

      THIS FIRST AMENDMENT TO LEASE (the "AMENDMENT") is made this 21st day of
September, 2001 by and between RIDILLA-DELMONT, a Pennsylvania limited
Partnership ("LANDLORD"), and AMI DODUCO, INC., formerly ADVANCED METALLURGY
INCORPORATED, a Pennsylvania corporation ("TENANT").

                                   WITNESSETH:

      WHEREAS, pursuant to that certain Lease Agreement (the "ORIGINAL LEASE")
dated October 15, 1991 by and between RIDILLA-DELMONT, as Landlord, and Advanced
Metallurgy Incorporated, as Tenant, Landlord leased to Tenant and Tenant rented
from Landlord certain premises located in the Municipality of Murrysville,
Westmoreland County, Pennsylvania, all as defined in the Original Lease as
"Leased Premises," and more particularly described on Exhibit "A" thereto;

      WHEREAS, pursuant to a certain Guaranty and Suretyship Agreement
("GUARANTY AGREEMENT") dated October 15, 1991 by and between TECHNITROL, INC.,
as Guarantor, and RIDILLA-DELMONT, as Landlord, TECHNITROL, INC. (hereinafter
"GUARANTOR") guaranteed (i) the due and punctual payment of all rents and other
payments obligations due Landlord or others by Tenant under the Lease and (ii)
the due and punctual performance of all other obligations of Tenant under the
Lease;

      WHEREAS, the parties hereto hereby desire to enter into this Amendment to
(i) enlarge the Land; (ii) provide for the construction by Landlord of a 23,000
square foot addition to the Building (the "BUILDING ADDITION") to be leased by
Tenant; (iii) extend the Term for an additional period of ten (10) years (the
"EXTENDED Term"); (iv) provide for additional rental payments throughout the
Extended Term; and (v) provide for Landlord financing of certain improvements to
the Building and the Building Addition resulting from any requested changes to
the Plans and Specifications (hereinafter defined) for the Building Addition and
any requested improvements to the Building, all as set forth hereafter; and

      WHEREAS, Capitalized terms used, but not defined herein, shall have the
meanings ascribed to such terms in the Original Lease. The term "Lease" as used
herein shall mean the Original Lease as amended hereby.


                                       1
<PAGE>
      NOW, THEREFORE, in consideration of the premises, and for other good and
valuable consideration, the receipt and sufficiency of which is acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:

      1.    The recitals set forth above are hereby incorporated into this
Amendment as if fully set forth below.

      2.    The recitals to the Original Lease are amended as follows:

            A. From and after the Turnover Date (hereinafter defined), the term
"Land" shall mean and include all of the land described in Exhibit "A" attached
hereto and made a part hereof.

            B. From and after the Turnover Date, the term "Leased Premises"
shall include the Building Addition and the Land (as defined herein) in addition
to the Building and Support Facilities.

            C. From and after the Turnover Date, the term "Building" shall
include the Building Addition in addition to the Building (as defined in the
Original Lease), and the term "Support Facilities" shall include those Support
Facilities serving the Building Addition as well as the Building (as defined in
the Original Lease).

      3.    The following new Section 1.04 is hereby made a part of the Lease:

            Section 1.04. Extended Term: The Term shall be extended for an
            additional period of ten (10) years (the "EXTENDED TERM"),
            commencing on the first day of the month following the Turnover Date
            and terminating as of the last day of the 120th full month
            thereafter.

      4.    The following new Sections 2.01(C), (D), (E) and (F) are hereby
made a part of the Lease:

            2.01(C). For each calendar month of the original Term after October
            31, 2001 and extending to (but not including) the first calendar
            month of the Extended Term, Tenant shall pay to Landlord monthly
            rent of $35,061.29, which payments shall be due in advance on the
            first business day of each calendar month for which such rent is
            due.

            2.01(D). For the first month of the Extended Term through and
            including the 60th month of the Extended Term, Tenant shall pay to
            Landlord a total rent of $2,869,102.20, payable in equal monthly
            installments of


                                       2
<PAGE>
            $47,818.37, which payments shall be due in advance on the first
            business day of each calendar month for which such rent is due.

            2.01(E). For the 61st month of the Extended Term through and
            including the 120th month of the Extended Term, Tenant shall pay to
            Landlord a total rent of $2,972,805, payable in equal monthly
            installments of $49,546.75, which payments shall be due in advance
            on the first business day of each calendar month for which such rent
            is due.

            2.01(F). It is understood and agreed that Tenant shall have no
            obligation to pay any real estate taxes, general and special
            assessments or any other taxes or assessments for or in connection
            with the Building Addition or any additional Land leased by Tenant
            hereby prior to the Turnover Date.

      5.    Section 2.02 of the Original Lease is hereby deleted in its entirety
and the following is substituted therefor:

            Section 2.02. Termination Date; Extended Term Commencement Date;
            Extended Term Termination Date: The Termination Date shall be the
            last day of the calendar month during which the Turnover Date
            occurs. The Extended Term Commencement Date shall be the first day
            of the first full calendar month following the Turnover Date. The
            Extended Term Termination Date shall be 11:59 p.m. on the last day
            of the 120th calendar month after the Extended Term Commencement
            Date. From and after the Extended Term Commencement Date, the word
            "Term" when used in the Lease shall mean the "Extended Term" and the
            word "Termination Date" shall mean the "Extended Term Termination
            Date."

      6.    The following new Sections 3.09, 3.10 and 3.11 are hereby made a
part of the Lease:

            Section 3.09 Construction by Landlord: Landlord shall cause the
            Building Addition to be constructed in accordance with the Outline
            Specifications and the Site Plan Drawing No. S-1 prepared for Modal
            Inc. dated June 21, 2001 attached hereto and made a part hereof as
            Exhibits "B" and "C" respectively (collectively, the "PLANS AND
            SPECIFICATIONS"). Notwithstanding the foregoing, Landlord shall not
            be responsible for construction of the items listed as "exclusions"
            on Exhibit "B." The Building Addition shall be completed in
            accordance with the requirements of the Plans and Specifications, in
            a good and workmanlike manner, lien


                                       3
<PAGE>
            free, and in accordance with all applicable laws, rules, ordinances,
            codes and the like of any and all governmental and
            quasi-governmental authorities having jurisdiction over Landlord,
            Tenant, the Building or any construction by Landlord (hereinafter
            "LAWS"), including, but not limited to, any Laws pertaining to
            building codes and zoning matters. Landlord, at its sole cost and
            expense, shall obtain any and all permits, licenses and the like
            required for or in connection with the construction of the Building
            Addition.

            Section 3.10  Landlord's Obligations; Turnover Date:

            (a)   Landlord shall complete the Building Addition, including
                  placing all Building Addition utility and mechanical systems
                  in good and proper working order and obtaining a Certificate
                  of Occupancy or other like certificate or permit therefor, by
                  no later than the 180th full calendar day following the date
                  of issuance of a building permit for the Building Addition by
                  the Municipality of Murrysville, but in any event on or before
                  May 5, 2002. For purposes of this Section 3.10, the Building
                  Addition shall be deemed completed on the date that Landlord's
                  duly licensed architect certifies in writing to Tenant that
                  the Building Addition has been fully completed in accordance
                  with the Plans and Specifications, as the same may be amended
                  by the parties, including, without limitation, placing all
                  building and mechanical systems for the Building Addition in
                  good and proper working order in accordance with all
                  applicable laws (the "TURNOVER DATE").

            (b)   In the event that a building permit is not obtained by
                  Landlord from the Municipality of Murrysville by October 5,
                  2001, then Tenant shall have the right to terminate this
                  Amendment as it relates to the Building Addition only,
                  provided that such termination is in writing and occurs prior
                  to issuance of such building permit. Notwithstanding any such
                  termination, Tenant shall remain obligated to pay the full
                  amount of Change Order No. 1, as described in Paragraph 9
                  hereof, within thirty (30) days of receipt of such change
                  order. In the event that a building permit is not obtained by
                  Landlord from the Municipality of Murrysville by November 5,
                  2001 and Tenant has not terminated this Amendment pursuant to
                  the preceding sentence, then Landlord shall have the right to
                  terminate this Amendment as it relates to the Building
                  Addition only, provided that such termination is in writing
                  and


                                       4
<PAGE>
                  occurs prior to the issuance of such building permit. In the
                  event that this Amendment is not terminated with respect to
                  the Building Addition pursuant to the preceding two sentences
                  and the Building Addition is not completed by May 5, 2002 and
                  a Certificate of Occupancy or other like permit (without any
                  material conditions thereto) is not issued for the Building
                  Addition, then monthly rent for the Building Addition shall be
                  abated until the later of (i) Turnover Date or (ii) the
                  issuance of a Certificate of Occupancy or other like permit
                  (without any material conditions thereto) for the Building
                  Addition, and in addition thereto Tenant shall be entitled to
                  a rent credit (the "RENT CREDIT") against the monthly rent
                  first coming due for the Extended Term in an amount equal to
                  the sum of $261.51 multiplied by the number of days between
                  May 5, 2002 and the later of (i) the Turnover Date or (ii) the
                  issuance of a Certificate of Occupancy or other like permit
                  (without any material conditions thereto) for the Building
                  Addition. Notwithstanding the foregoing, in the event that the
                  Building Addition is not completed by June 5, 2002 and a
                  Certificate of Occupancy or other like permit (without any
                  material conditions thereto) is not issued for the Building
                  Addition, then the Rent Credit shall be increased to $523.02
                  multiplied by the number of days between June 5, 2002 and the
                  later of (i) Turnover Date or (ii) the issuance of a
                  Certificate of Occupancy or other like permit (without any
                  material conditions thereto) for the Building Addition. In the
                  event that this Amendment is terminated with respect to the
                  Building Addition pursuant to this Paragraph 3.10(b), then all
                  of the other terms, covenants and conditions contained in the
                  Original Lease, as amended hereby and not relating to the
                  Building Addition shall remain in full force and effect,
                  except that the rent (excluding any Additional Rent) payable
                  for the Extended Term shall be as follows:

                  (i)   For each calendar month of the original Term after
                        October 31, 2001 and extending to (but not including)
                        the first day of May, 2002, Tenant shall pay to Landlord
                        monthly rent of $35,061.29, which payments shall be due
                        in advance on the first business day of each calendar
                        month for which such rent is due.

                  (ii)  For period commencing as of May 1, 2002 and expiring as
                        of April 30, 2007, Tenant shall pay to Landlord a total
                        rent of $2,391,852.50, payable in equal monthly
                        installments of


                                       5
<PAGE>
                        $39,864.21, which payments shall be due in advance on
                        the first business day of each calendar month for which
                        such rent is due.

                  (iii) For the period commencing as of May 1, 2007 and expiring
                        as of April 30, 2012, Tenant shall pay to Landlord a
                        total rent of $2,478,305, payable in equal monthly
                        installments of $41,305.08, which payments shall be due
                        in advance on the first business day of each calendar
                        month for which such rent is due.

            (c)   Notwithstanding the provisions of subparagraph (b) above, in
                  the event that Landlord does not complete required repairs to
                  repaving of the parking lot by the Turnover Date, the same
                  shall not be reason for imposition of the Rent Credit provided
                  that the aforementioned repairs and repaving are completed by
                  May 15, 2002. Also, Landlord's work to repair and repave the
                  parking lot shall not cause disruption or interference with
                  Tenant's business at the Leased Premises.

            Section 3.11 Additional Improvements Financing:

            (a)   In addition to the improvements listed and described on the
                  Plans and Specification, Landlord agrees to complete any other
                  improvements to the Building and/or the Building Addition (the
                  "ADDITIONAL IMPROVEMENTS") which are requested by Tenant in
                  writing. Any such additions shall be memorialized in a writing
                  signed by Landlord and Tenant and shall be considered a
                  "Change Order" from the Plans and Specifications. All Change
                  Orders shall set forth in detail the nature of the work to be
                  performed and shall include the cost charged therefor.

            (b)   On or before the seventh day of the each calendar month
                  following the commencement of construction of the Building
                  Addition, Landlord shall submit to Tenant a report on
                  construction expenditures for the Additional Improvements
                  constructed through the last day of the previous month, along
                  with an invoice (the "ADDITIONAL IMPROVEMENTS INVOICE") for
                  the cost of the total amount of said expenditures plus the
                  accrued interest due thereon at the Applicable Interest Rate
                  (hereinafter defined). Tenant shall pay to Landlord the amount
                  of accrued interest only (at the


                                       6
<PAGE>
                  Applicable Interest Rate) on Additional Improvements within
                  ten (10) days of receipt of an invoice therefor. Such interest
                  shall accrue from the date of any construction expenditure by
                  Landlord through the date of any Additional Improvements
                  Invoice therefor. From and after the Turnover Date, Tenant
                  shall no longer be invoiced for any such interest.

            (c)   In addition to the rent payments pursuant to Sections 2.01(D)
                  and (E) above, commencing as of the 1st calendar month of the
                  Extended Term through and including the 120th calendar month
                  of the Extended Term, Tenant shall also pay, as Additional
                  Rent, on the first day of each of the foregoing calendar
                  months, the amount (the "ADDITIONAL IMPROVEMENTS FINANCING")
                  derived by amortizing the total aggregate amount of the cost
                  of the work listed on each Additional Improvements Invoice, in
                  an amount not to exceed $300,000, over 120 calendar months, at
                  an interest rate equal to the "prime rate" as published by PNC
                  Bank on the business day immediately prior to the Turnover
                  Date (the "PNC PRIME"), plus one-half of one percent (the
                  "APPLICABLE INTEREST RATE"). In the event that the total cost
                  of the Additional Improvements exceeds $300,000 in the
                  aggregate, the amount of any overage shall be paid by Tenant
                  to Landlord within 10 days of Tenant's receipt of the last of
                  the Additional Improvements Invoices.

       7.    Article 5 to the Original Lease is hereby amended as follows:

            (a)   Section 5.01(A) is hereby amended by adding the following at
the end thereof:

            Notwithstanding the foregoing, Tenant shall in no event be required
            to maintain fire and extended coverage insurance in an amount in
            excess of the full replacement cost of the Building (including the
            Building Addition). Upon request by Landlord, but no more frequently
            than one (1) time during any twelve (12) month period throughout the
            Term and the Extended Term (as the same may be extended), Tenant
            shall provide Landlord with a written statement of the value
            assigned to the Building (including, if applicable, the Building
            Addition) for insurance rating purposes. Commencing on the Turnover
            Date and for a period of 12 months thereafter, the minimum amount of
            insurance required to be placed by Tenant shall be $6.4 Million.
            Thereafter, and throughout the remainder of


                                       7
<PAGE>
            the Term and Extended Term the amount of insurance shall at all
            times be the full replacement cost of the Building and the Building
            Addition.

            (b) The name "John M. Ridilla" is hereby deleted from section 5.02
of the Original Lease and the name "John B. Ridilla" is hereby substituted

            (c) The term "required to be maintained by the parties hereto" is
hereby inserted after the words "policies of insurance" in Section 5.04.

            (d) Notwithstanding anything contained in Paragraph 5.06(c) of the
Original Lease to the contrary, in the event of a Major Casualty (hereinafter
defined) within the last three (3) years of the Extended Term, Landlord shall
have no obligation to repair, replace and/or restore the Leased Premises, unless
Tenant, within thirty (30) days of the casualty, agrees in writing to extend the
Extended Term so that the same shall expire as of ten (10) years from the
completion of the required repairs, replacements and/or restoration to the
Leased Premises, in which case Landlord shall be obligated to perform the
required repairs, replacements and/or restoration of the Leased Premises. In the
event that the parties extend the Extended Term as aforesaid, then all of the
terms, covenants and conditions contained in the Original Lease, as amended
hereby, shall remain in full force and effect, except that the rent (excluding
any Additional Rent) payable for any period of time beyond the original Extended
Term Expiration Date shall be at a rate as agreed upon by Landlord and Tenant.
In the event that Tenant does not agree to extend the Extended Term as
aforesaid, then Landlord agrees that it shall nevertheless notify Tenant within
forty-five (45) days of the casualty whether it intends to repair, replace
and/or restore the Leased Premises. In the event that Landlord notifies Tenant
within such forty-five (45) day period that it does not intend to repair,
replace and/or restore the Leased Premises (or in the event that Landlord fails
to so notify Tenant within such forty-five (45) day period), then (i) this Lease
shall terminate as of the date of the casualty; (ii) all rent shall be adjusted
to the date of such casualty and Tenant shall be refunded any amounts paid for
periods after the date of such casualty; (iii) Tenant shall pay any unpaid
Additional Improvements Financing to Landlord within sixty (60) days of the date
of such casualty; and (iv) Tenant shall be afforded a reasonable period of time,
commencing as of the date that Landlord notifies Tenant that it will not repair,
replace and/or restore the Leased Premises, or in the absence of any such
notice, commencing as of forty-five (45) days after the date of the casualty
(not to exceed ninety [90] days in the aggregate), in which to remove all of
Tenant's Trade Fixtures and Equipment from the Leased Premises and to fully
vacate the Leased Premises. For purposes hereof, the term "Major Casualty" shall
mean a casualty which renders 50% or more of the Leased Premises unusable for
Tenant's intended business use.


                                       8
<PAGE>
            (e) The words "Tenant's Trade Fixtures and Equipment" in Section
5.07 are hereby replaced with the words "all insured items, other than those in
the Landlord's interest."

      8.    The following new Section 17.13 is hereby made a part of the Lease:

            Section 17.13. Nothing in this Amendment shall be deemed to apply to
            work completed for and on behalf of Tenant by Modal, Inc. (the "IT
            Work") as referenced in Modal's March 20, 2001 proposal (the "MODAL
            PROPOSAL"). Notwithstanding the foregoing, Landlord hereby grants
            Tenant the right to cause the IT Work to be performed within the
            Leased Premises, and, in consideration therefor, Tenant agrees to
            pay Modal the sum of $12,515 for the IT Work completed as of the
            date hereof. The IT Work shall be performed in accordance with the
            provisions of Article 9 of the Original Lease. The IT Work shall be
            deemed either "Trade Fixtures and Equipment" or "Non-trade Fixtures"
            within the meaning of Section 9.01 and 9.02 of the Original Lease,
            respectively, depending on the classification of improvements
            identified in the IT Work.

      9.    It is acknowledged by the parties that the writing titled "Change
Order No. 1" dated July 27, 2001 attached hereto and made a part hereof as
Exhibit "D" shall be deemed a Change Order in the amount of $93,692.00 within
the meaning of Section 3.11 (a) hereof; and, that the work described on Change
Order No. 1 shall be deemed "Additional Improvements" within the meaning of
Section 3.11 (a) hereof, notwithstanding the fact that the majority of the work
described thereon has already been performed and that the bulk of the
expenditures contemplated therein have already been incurred by Landlord.

      10.   By joining in this Amendment, Guarantor acknowledges its consent to
this Amendment and agrees that the provisions of the Guaranty Agreement attached
to the Original Lease shall remain in full force and effect and shall extend to
all of the obligations and duties of Tenant set forth in the Original Lease, as
amended hereby, throughout the Term and the Extended Term.

      11.   Within 60 days of the Turnover Date, Landlord and Tenant shall
execute and record in the office of the Recorder of Deeds in and for
Westmoreland County, Pennsylvania, a Memorandum of this Amendment, in form and
substance reasonably acceptable to the parties, which memorandum shall set
forth, inter alia, the Extended Term Commencement Date and the Extended Term
Expiration Date.


                                       9
<PAGE>
      12.   Except as modified hereby, the Original Lease shall remain in full
force and effect and is hereby ratified and affirmed. In the event of a conflict
between the terms, covenants and conditions of this Amendment, and the terms,
covenants and conditions of this Original Lease, the terms, covenants and
conditions of this Amendment shall be controlling.

      13.   The terms of this Amendment shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns.

      14.   This Amendment, including the Joinder of Guarantor attached hereto
and made a part hereof by this reference, may be signed by the parties in two or
more counterparts, each of which shall be deemed to be an original, and all of
which taken together shall constitute one and the same document. Receipt by
telecopier of a signed copy of this Amendment and the Joinder of Guarantor shall
be deemed receipt of the original document.

      15.   In the event that either of the parties exercises its right to
terminate this Amendment as it relates to the Building Addition only pursuant to
Paragraph 3.10(b) hereof, then the term "Turnover Date" when used herein, where
applicable, shall be deemed to mean May 1, 2002.


                          [CONTINUED ON FOLLOWING PAGE]


                                       10
<PAGE>
      IN WITNESS WHEREOF, Landlord and Tenant and Guarantor have executed this
First Amendment to Lease as of the day and year first above written.



WITNESS:                            RIDILLA-DELMONT, a Pennsylvania limited
                                   partnership



/s/ James M. Kolh                      By: /s/ P. Richard Ridilla
------------------------------          --------------------------------------
                                       Name:  P. Richard Ridilla,
                                       Title:  General Partner



ATTEST:                             AMI DODUCO, INC.





/s/ Albert Thorp, III                  By: /s/ Gunther Hehn
------------------------------          --------------------------------------
                                       Name:  Gunther Hehn
                                       Title:  VP & Segment Controller



                                       11