Exhibit 10.18
                                 LEASE AGREEMENT
                                 ---------------

      THIS LEASE AGREEMENT (this "Lease") is made this 22nd day of May, 2003, by
and between,  JAD  ASSOCIATES,  LLC, a Pennsylvania  limited  liability  company
("Landlord"), and RADO ENTERPRISES, INC., a Pennsylvania corporation ("Tenant").

                                   Background
                                   ----------

      As more fully set forth herein, Landlord desires to lease the Premises (as
defined  below) to Tenant,  and Tenant desires to lease the Premises (as defined
below) from Landlord.

                                    Agreement
                                    ---------

      Intending  to be  legally  bound,  Landlord  and  Tenant  hereby  agree as
follows:

      1. Premises; Term; Renewal

         (a) Landlord hereby lets and demises to Tenant,  and Tenant does hereby
hire and lease from  Landlord  for the term and upon the terms,  conditions  and
covenants  set forth  herein,  all that certain  piece or parcel of land and the
buildings and other  improvements  thereon,  known as Columbia County Industrial
Park,  20  Industrial  Drive,   Bloomsburg,   Pennsylvania  17815  (referred  to
hereinafter as the "Premises"), as more fully described in Exhibit "A" hereto.

         (b) Subject to the Extension  Options  described in  subsection  (c) of
this  Section 1, the term of this Lease  shall  commence on the date hereof (the
"Commencement  Date") and expire at midnight  on May 21, 2008 (the  "Termination
Date").

         (c) Tenant shall have the option, in its sole discretion, to extend the
term of this  Lease  for up to three  additional  terms of five (5)  years  each
("Extension Option").  The first Extension Option shall commence on May 22, 2008
and extend through May 21, 2013, the second  Extension  Option shall commence on
May 22, 2013 and extend  through May 21, 2018,  and the third  Extension  Option
shall  commence on May 22, 2018 and extend  through May 21,  2023.  Tenant shall
exercise any such Extension Option,  in writing,  no later than ninety (90) days
<PAGE>

prior  to the  end of the  initial  term  hereof  or the  end of any  particular
Extension  Option  hereof,  as the case may be.  If  Tenant  exercises  any such
Extension  Option,  then the  Termination  Date of this Lease  shall be extended
until  the  end of any  such  five  year  Extension  Option.  All of the  terms,
covenants and conditions of this Lease shall equally  pertain in all respects to
any extension or extensions of the term of this Lease.

         (d)  Subject  to  the  representations,  covenants  and  warranties  of
Landlord herein,  Tenant is accepting the Premises in the condition as it exists
on the date of this Lease.

      2. Rent.

         (a) The annual rent due hereunder  shall be at the rate as described on
Schedule 1 attached hereto. Commencing on the Commencement Date and on the first
day of each  month  thereafter  during  the term  hereof,  Tenant  shall  pay to
Landlord, in advance,  monthly installments of the rent described on Schedule 1.
Every installment of rent shall be payable at 111 Presidential Boulevard,  Suite
240,  Bala  Cynwyd,  PA 19004,  or to any other  party at such other  address as
Landlord shall specify.

         (b) If the term does not begin on the first day  and/or end on the last
day of a month, the rent for that partial month shall be prorated by multiplying
the monthly rent by a fraction,  the numerator of which is the number of days of
the partial month included in the term and the denominator of which is the total
number of days in the month.

      3. Real Estate Taxes/Utilities.

         (a) Tenant  shall remit  prior to  delinquency  all real  estate  taxes
assessed or levied against the Premises  during the term of this Lease and shall
promptly send landlord proof of payment  thereof.  Landlord shall provide Tenant
with a statement of real estate taxes,  notices and assessments  with respect to
the Premises.

         (b) Tenant shall pay all charges for gas, electricity,  water and sewer
rents and  service  charges,  telephone  and  communication  services  and other
<PAGE>

utility  services  used,  rendered or consumed by Tenant upon the Premises.  All
such utilities shall be in the name of Tenant.

      4.  Tenant's  Use.  The  Premises  may be used for  operating a mechanical
contracting business or for any other lawful business use.

      5. Compliance with Laws; Governmental Regulations.

         (a) As of the  Commencement  Date,  Landlord  has received no notice of
violation any applicable laws, ordinances, rules and regulations of governmental
authorities,  or if any such notice has been delivered to Landlord, Landlord has
corrected such violation.

         (b) Tenant shall  through-out  the term of this Lease,  at Tenan's sole
cost and expense,  promptly comply with all laws, ordinances,  notices,  orders,
rules,  regulations  and  requirements  of  all  federal,  state  and  municipal
governments, and notices, orders, rules and regulations of the National Board of
Fire  Underwriters,  or any other body now or hereafter  constituted  exercising
similar functions, relating to all or any part of the Premises, or to the use or
manner of use of the  Premises or to the  sidewalks,  parking  areas,  curbs and
access ways adjoining the Premises;  provided, however, the Tenant's obligations
hereunder  shall  be  limited  to those  applicable  to the  manner  in which it
conducts its business on the Premises generally.

         (c) Notwithstanding the provisions of Section 5.b above,  Landlord, and
not Tenant shall be  responsible  to make all repairs  necessary to maintain the
structural  stability  of the  buildings  on the Premises and to the roof of the
buildings on the  Premises,  or which are required to effect  compliance  of the
roof and structural  portions of the buildings with any laws or ordinances,  and
any notices,  orders, rules,  regulations and requirements of all federal, state
and municipal  governments,  and notices,  orders,  rules and regulations of the
National  Board  of  Fire  Underwriters  (or any  other  body  now or  hereafter
constituted exercising similar functions).

         (d) Unless such observance or compliance shall be an express obligation
of Tenant  hereunder,  Landlord  shall  throughout  the term of this  Lease,  at
<PAGE>

Landlord's sole cost and expense,  promptly  observe and comply with all present
and  future  laws,  ordinances,  requirements,  orders,  directions,  rules  and
regulations of any federal,  state,  county and municipal  government and of all
other  governmental   authorities  having  or  claiming  jurisdiction  over  the
Premises.

      6. Insurance

         (a) Tenant shall  maintain at Tenant's own cost and expense  throughout
the term of this Lease insurance  against claims for personal injury  (including
death)  and  property  damage  arising  from  occurrences  on,  in or about  the
Premises,  with broad form  contractual  liability  coverage,  under a policy or
policies of comprehensive  liability  coverage or commercial  general  liability
insurance,  with  limits  not less  than  $2,000,000  annual  aggregate  for the
Premises.

         (b) Landlord,  at Landlord's sole cost and expense,  shall maintain and
keep in effect throughout the term of the Lease insurance against loss or damage
to the  buildings  and all other  improvements  now or hereafter  located in the
Premises  by fire and all other  casualties  as may be  included in forms of all
risk  insurance  from time to time  commonly  available in the  Commonwealth  of
Pennsylvania,  in an  amount  equal  to the  full  insurance  replacement  value
(without depreciation) of the Premises.

         (c)  Landlord  and Tenant  hereby  release  each other and the  other's
partners,  agents,  and  employees,  to the  extent  of each  party's  insurance
coverage,  from any and all liability or  responsibility  to the other or anyone
claiming through or under it or them by way of subrogation or otherwise, for any
loss or damage  occasioned to the Landlord or the Tenant, as the case may be, or
to their  respective  property,  as a result of fire or other casualty,  even if
such loss or damage shall have been caused by default or negligence of the other
party or anyone for whom such party may be  responsible.  The foregoing  release
shall be  effective  only with respect to loss or damage  occurring  during such
time as the appropriate policy of insurance shall contain a clause to the effect
that this  release  shall not affect  said policy or the right of the insured to
recover  thereunder.  If any policy  does not permit  such a waiver,  and if the
party to benefit  therefrom  requests that such a waiver be obtained,  the other
party agrees to obtain an endorsement to its insurance policies  permitting such
<PAGE>

waiver of  subrogation if it is available.  If an additional  premium is charged
for such waiver,  the appropriate  insured party obtaining such waiver agrees to
pay the amount of such additional premium.

         (d) Tenant may carry any  insurance  required by this Section 6 under a
blanket  policy  applicable  to the  Premises  for the risks and in the  amounts
required pursuant to this Section 6.

      7. Environmental Warranties and Representations of Landlord.

         (a) Representations as to Environmental Issues. Landlord represents and
warrants to Tenant that at all times prior to and up to and  including  the date
of execution of this Lease,  that all  activities of Landlord and, to Landlord's
knowledge,  all  predecessors  in  interest,  have  occupied  the  Premises  and
conducted  activities upon such Premises in compliance  with federal,  state and
local statutes, ordinances,  regulation and orders relating to the protection of
the environment or public health and safety, including without limitation, those
concerning  (a)  those  activities,  (b)  operation,   maintenance,   report  or
construction of any  improvements or equipment or other personal  property,  (c)
discharges,  emissions,  releases or threatened releases of any kind to the air,
soil, surface water, or groundwater, and (d) storage, transportation, treatment,
disposal or  handling  of any  materials,  including  waste  water or  Hazardous
Substances (as  hereinafter  defined),  at or connected with any activity at the
Property   ("Environmental  Laws").  For  purposes  of  this  Lease,  "Hazardous
Substances"  includes  materials  that are or  contain  "hazardous  substances",
"hazardous  waste",  "hazardous  materials,",  "toxic  substances" or "regulated
substances", as defined pursuant to any Environmental Law.

         (b) Landlord represents and warrants that to the best of its knowledge,
after due investigation,  there is no asbestos in the Premises.  If any asbestos
shall be discovered or revealed at any time during the term,  Landlord  shall at
its sole cost and expense either  remove,  safely  encapsulate,  or implement an
operations and  maintenance  program for such asbestos,  in compliance with (il)
all applicable laws, and (ii)  recommendations of an expert retained by Landlord

<PAGE>

at its expense, reasonably acceptable to Tenant.

         (c) Site Contamination.  Neither Landlord nor, to Landlord's knowledge,
any other party, has discharged,  released, leaked, spilled, emitted or disposed
of any Hazardous  Substance in, or over,  or under,  the Premises.  No Hazardous
Substance is present on, in,  over,  or under,  or is  migrating  from such real
property in such a manner as may require remediation under any Environmental Law
or, to Landlord's knowledge,  is present on, over or under any premises adjacent
to the Premises.

         (d) NPL and CERCLIS. Neither the Premises nor, to Landlord's knowledge,
any  adjacent  premises  is listed  or  proposed  for  listing  on the  National
Priorities List ("NPL") or the Comprehensive Environmental Response Compensation
and Liability  Information System  ("CERCLIS") list established  pursuant to the
Comprehensive Environmental Response,  Compensation and Liability Act, 42 U.S.C.
S. 9601 et seq ("CERCLA"), or any other  hazardous site list  promulgated by any
federal, state or local governmental authority.

         (e) Liens.  There is no lien imposed or, to Landlord's  knowledge,  any
circumstance  that is reasonably likely to lead to the imposition of a lien upon
the Premises pursuant to any Environmental Law.

         (f) Other Hazardous or Toxic Materials. No polychlorinated biphenyls or
substances  containing  polychlorinated,  biphenyls,  no asbestos  or  materials
containing  asbestos,  and no storage tanks are present  under,  over, or on the
Premises.

         (g) Governmental Notices and Permits.

              (1) Landlord has not been notified by any  governmental  authority
of any violation by Landlord of or any investigation under any Environmental Law
of or  any  investigation  under  any  Environmental  Law  or of  any  potential
liability of any person of entity  regarding the Premises or activities  thereon
relating to the presence of Hazardous  Substances or waste of any kind on, over,
under, migrating from or affecting such Premises.
<PAGE>

              (2) Landlord has obtained all registrations  with,  licenses from,
and permits or approvals,  including amendments thereto,  issued by governmental
agencies  pursuant to  Environmental  Laws which are required in connection with
the Premises  (collectively  "Permits").  All such Permits are in full force and
effect.  Landlord will assist Tenant in giving notice to applicable governmental
authorities and in transferring or reissuing to Tenant any new Permits necessary
to continue  operations  at the  Premises,  or in  obtaining  for Tenant any new
Permits required of tenant under any Environmental Law.

         (h) Waste Disposal  Sites.  There are no facilities to which  Hazardous
Substances  or waste of any kind have been sent by or on behalf of Landlord  for
handling,  treatment,  storage or  disposal  of any kind or use, or to which any
third party under contract or other arrangement with Landlord has sent Hazardous
Substances or waste of any kind received from Landlord for handling,  treatment,
storage or disposal.

         (i)  Indemnification.  Landlord  hereby agrees to indemnify and to hold
harmless  Tenant,  as  well  as  Tenants  officers,   directors,   shareholders,
employees,  attorneys, or agents, of, from and against any and all expense, loss
or liability  suffered or incurred by any of them by reason of Landlord's breach
of any of the  representations  and warranties set forth in this Section 7, and,
in addition  thereto,  of, from and against (i) any and all expenses that any of
them may incur in complying  with any  Environmental  Laws,  or (ii) any and all
costs that any of them may incur in studying, assessing,  containing,  removing,
remedying,  mitigating, or otherwise responding to, the release of any Hazardous
Substance or waste at or from the Premises, or (iii) any and all costs for which
any of them may be liable to any  governmental  agency for studying,  assessing,
containing,  removing,  remedying,  mitigating,  or otherwise responding to, the
release of a Hazardous Substance or waste water at or from the Premises, or (iv)
any and all legal fees and costs incurred by any of them in connection  with any
of the  foregoing.  This  subsection (i) shall not apply,  however,  to any such
expenses,  losses, or liabilities that are solely a result of Tenant's violation
of any Environmental Laws in connection with its operation and activities on the
Premises.  The  indemnification  obligations  of  Landlord  set  forth  in  this
subsection (i) shall survive the termination or expiration of this Lease for any
<PAGE>

reason  whatsoever,  and shall be fully enforceable and binding against and upon
Landlord following any such expiration or termination.

      8. Maintenance and Repair.

         (a) Except at otherwise  provided herein,  Tenant,  at its own cost and
expense,  shall keep the interior of the Premises and all  improvements  made by
Tenant in good order and shall be responsible for the full cost of the repair to
any such item, unless the repair is necessitated by damage for which Landlord is
responsible under (b) below.

         (b) Landlord shall keep in good order,  condition and repair, and shall
replace when  necessary the  structural  portions of the Premises,  the roof and
roof  membrane,  foundations,   appurtenances,   heating,  ventilation  and  air
conditioning equipment,  electrical systems,  plumbing systems,  lighting, storm
drainage  and other  mechanical  systems  of the  Premises,  exterior  walls and
windows of the  Premises  and  utility and sewer  pipes  serving  the  Premises.
Landlord shall be responsible for repairing any damage to the Premises caused by
leaks in the roof,  bursting  pipes (by freezing or  otherwise) or by defects in
the  Premises.  Tenant  shall keep all  adjoining  sidewalks in a neat and clean
condition and promptly remove all dirt,  trash,  snow and ice therefrom.  Tenant
shall keep all common areas of the Premises neat and clean and in good order and
repair.

         (c) Landlord,  Landlord's agents and employees, shall have the right to
enter the  Premises at any  reasonable  times for the purpose of making  repairs
necessary for the preservation of the Premises or otherwise  perform  Landlord's
obligations under this Lease.  Landlord shall make a reasonable effort to effect
such repairs and perform such  obligations with a minimum of interference to the
Premises and the business  conducted  therein,  and, when practicable,  all work
shall be done after  Tenant's  business  hours  unless  Tenant  shall  otherwise
direct.

      9. Fire or Other Casualty. Tenant shall give Landlord prompt notice of any
material fire or casualty  occurring on or to the  Premises.  If any part of the
Premises is damaged or  destroyed by fire or other  casualty,  the rent shall be
apportioned and suspended  until the Premises are restored,  taking into account
the proportion of the Premises rendered  untenantable.  Promptly  following such
<PAGE>

damage or destruction,  (a) if the damage or destruction is total or constitutes
a major  structural  injury to the building or the  Premises,  then either party
may, at its option,  terminate this Lease by giving written notice to the other,
in  which  event  this  Lease  shall  terminate  on the date of such  damage  or
destruction  with the same  effect as if the full term had expired on that date;
(b) if the damage or  destruction  is not total or does not  constitute  a major
structural  injury to the  building or Landlord  does not elect to  terminate as
permitted in this Section 9, Landlord shall,  as soon as practicable,  undertake
restoration  and repair  work  necessary  to restore  the  Premises  to the same
condition as existed prior to the damage or destruction as nearly as reasonable.
Notwithstanding   anything  to  the  contrary   contained  herein,  but  without
limitation to Tenant's  rights,  if such  restoration  or repair is not complete
within fifteen(15) days after the casualty occurs,  Tenant shall have the right,
upon written notice to Landlord,  to terminate this Lease, in which event,  this
Lease shall  terminate on the date of such damage or  destruction  with the same
effect as if the full Term had expired on that date.

      10. Alterations and Additions; Tenant's Equipment and Fixtures.

         (a)  Tenant  shall  not  make  any  interior  or  exterior   structural
alterations  or  additions  to the  Premises  other  than  minor  non-structural
alterations or improvements or install,  rearrange or add to any electric,  gas,
water or other similar  utility lines without first  securing  Landlord's  prior
written approval,  which consent shall not be unreasonably withheld,  delayed or
conditioned. In requesting approval for any structural alterations, Tenant shall
furnish Landlord with plans and  specifications,  in reasonable  detail for such
work,  and any work approved by Landlord  shall be done in accordance  with such
plans and specifications.  Any improvements,  alterations and additions shall be
executed  by  Tenant  in a good  and  workmanlike  manner.  Notwithstanding  the
foregoing, Tenant shall have the right to make non-structural alterations to the
Premises without first obtaining Landlord's prior written consent, provided that
the cost of each such  alteration  shall not  exceed  $50,000.  All  alterations
additions  and  improvements  to the realty  shall be a part of the Premises and
become the property of the Landlord.
<PAGE>

         (b) All items of Tenant's  equipment,  machinery and personal  property
not affixed to the Premises  shall  remain the property of Tenant.  Tenant shall
have the right to install trade fixtures  required by Tenant,  to remove any and
all such trade  fixtures  from time to time,  and Tenant  shall  remove all such
trade  fixtures  (whether  installed  during or before  the term of this  Lease)
before expiration or termination of this Lease.  Tenant shall repair and restore
any damage or injury to the Premises caused by the  installation  and/or removal
of any such trade fixtures.

      11. Liens.  Landlord  warrants and  represents to Tenant that the Premises
are not affected by any liens, encumbrances or restrictions that would interfere
with  Tenant's  use of the  Premises.  Tenant  shall not  suffer  or permit  any
mechanics  liens  to be  filed  against  the  fee of the  Premises  or  Tenant's
leasehold  interest therein because of work,  services or materials  supplied or
claimed  to have been  supplied  to Tenant or anyone  through  or under  Tenant.
Tenant shall not suffer or permit any lien for services furnished thereto or any
public improvements benefiting the Premises. Tenant agrees to indemnify and save
Landlord harmless from nay liability,  claim, demand, judgment, lien, violation,
suits, costs and expenses,  including reasonable attorney's fees, arising in any
manner from work  performed in the Premises by or at the discretion of Tenant or
anyone holding all or part of the Premises through or under Tenant.

      12. Condemnation.

         (a) If the entire Premises are taken by eminent domain, or purchased in
lieu thereof(hereafter called "condemnation"),  this Lease will terminate on the
date that possession of the Premises is taken by the condemning authority.

         (b) If a portion  of the  Premises  less  than the whole is  condemned,
provided the  remainder  continues  in Tenant's  judgment to be suitable for the
business of Tenant,  this Lease  shall  terminate  only for the part taken,  and
otherwise  shall continue in full force and effect for the remaining  portion of
the Premises  with an abatement of rent in the same  proportion as to the square
feet of leased space so taken or condemned.
<PAGE>

         (c) In the  event of  either  a  partial  or  entire  taking,  Landlord
reserves to itself the full amount of any award or compensation  attributable in
whole or in part to the fair market  value of the  Premises,  or to the value of
Tenant's  Leasehold  interest in the Premises.  Notwithstanding  the  foregoing,
however,  Landlord  does not  reserve,  and  Tenant  does not  waive in favor of
Landlord,  and may make a claim and receive from the  condemning  authority  any
compensation  attributable  to Tenant's own  machinery  and equipment or for any
moving expenses for which Tenant may be entitled to compensation under law.

         (d) If the condemnor  should take only the right to possession  for the
duration of any emergency or other temporary  condition,  then,  notwithstanding
anything  hereinabove  provided,  this Lease  shall  continue  in full force and
effect without any abatement of rent,  but the amounts  payable by the condemnor
with respect to any period of time prior to the expiration of sooner termination
of this Lease shall be paid by the condemnor to Landlord and the condemnor shall
be  considered a subtenant of Tenant.  If the amounts  payable  hereunder by the
condemnor are paid in monthly  installments,  Landlord shall apply the amount of
such  installments,  or as much  thereof as may be  necessary  for the  purpose,
toward the amount of rent due from  Tenant as rent for that  period,  and Tenant
shall pay to Landlord any deficiency between the monthly amount thus paid by the
condemnor and the amount of rent.

      13.  Indemnification  of Landlord.  Subject to Section 6(c), Tenant hereby
indemnifies,  and shall pay, protect and hold Landlord harmless from and against
all liabilities,  loses, claims,  demands, costs, expenses (including reasonable
attorneys' fees and expenses) and judgments of any nature arising, or alleged to
arise, from or in connection with (a) any injury to, or the death of, any person
or loss or damage to property on or about the Premises arising from or connected
with the possession,  use,  condition,  occupancy,  maintenance or repair of the
Premises  but only to the  extent  caused  by the  negligence  of  Tenant or its
agents, or (b) any violation, or alleged violation by Tenant of this Lease or of
any legal requirements.

      14.  Indemnification of Tenant.  Subject to Section 6(c),  Landlord hereby
indemnifies,  and shall pay,  protect and hold Tenant  harmless from and against
all liabilities,  losses, claims, demands, costs, expenses (including reasonable
<PAGE>

attorney's fees and expenses) and judgments of any nature arising, or alleged to
arise, from or in connection with (a) any injury to, or the death of, any person
or loss or damage to property on or about the Premises or any adjoining property
arising  from or  connected  with the  ownership,  possession,  use,  condition,
design,  occupancy,  constructions,  maintenance,  repair or  rebuilding  of the
Premises or any  adjoining  property,  unless such injury or damage is caused by
the  negligence  of Tenant  or its  agents,  or (b) any  violation,  or  alleged
violation, by Landlord of this Lease or of any legal requirements.

      15. Default by Tenant.  The  occurrence of any one of the following  shall
constitute an event of default ("Event of Default") by Tenant:

         (a) The abandonment of the Premises by Tenant.

         (b) The  failure  by  Tenant to make any  payment  of Rent or any other
payment  required  to be made by Tenant  hereunder  within  seven (7) days after
receipt of written  notice from Landlord that the same is due,  except that such
notice need not be given in more than two(2)  instances in any twelve (12) month
period.

         (c) The failure by Tenant to observe or perform  any of the  covenants,
conditions  or  provisions  of this Lease to be observed or  performed by Tenant
within  thirty(30)  days after written notice  thereof from Landlord;  provided,
however, that if the nature of such failure is such that it cannot reasonably be
cured  within such  thirty(30)  day period,  Tenant shall not be deemed to be in
default if Tenant  shall  within such period  commence to cure the failure  and,
thereafter,  diligently prosecute the same to completion.  As a condition of its
effectiveness,  notice by Landlord shall state with  specifically the provisions
of this Lease alleged to be breached and the act or acts of Tenant  acceptable o
Landlord as a cure thereof.


         (d)  The  making  by  Tenant  of any  general  assignment,  or  general
arrangement  for the benefit of creditors;  the filing by or against Tenant of a
petition to have Tenant adjudged a bankrupt or a petition for  reorganization or
arrangement  under any law  relating  to  bankruptcy  (unless,  in the case of a
petition filed against Tenant,  the same is dismissed within  ninety(90)  days);
<PAGE>

the appointment of a trustee or receiver to take possession of substantially all
of Tenant's  assets  located at the  Premises  or of  Tenant's  interest in this
Lease, where possession is not restored to Tenant within thirty(30) days; or the
attachment,  levy,  execution or other judicial seizure of substantially  all of
Tenant's  assets  locate at the Premises or of Tenant's  interest in this Lease,
where such seizure is not discharged within thirty (30) days.

      16.  Landlord's  Remedies.  Upon the  occurrence of an Event of Default by
Tenant,  at anytime  thereafter,  with or without  notice or demand and  without
limiting the Landlord in the exercise of any right or remedy which  Landlord may
have by reason of such default or breach:

         (a)  Accelerate  the whole or any part of the Rent and  other  charges,
payments,  costs and expenses  herein agreed to be paid by Tenant for the entire
unexpired balance of the Term. Such amount if so accelerated  shall, in addition
to any Rent  already  due and  payable,  be deemed due and payable as if, by the
terms and  provisions of this Lease,  such  accelerate  Rent and other  charges,
payments, costs and expenses were on that date payable in advance.

         (b) Reenter the Premises and remove all persons and all or any property
therefrom,  either by summary disposes  proceedings or by any suitable action or
proceeding at law, or by force or otherwise, without being liable to indictment,
prosecution or damages therefor,  and reposses and enjoy the Premises,  together
with all other  installations  of  Tenant.  Upon  recovering  possession  of the
Premises  by reason of or based upon or arising  out of a Default on the part of
the Tenant,  Landlord may, at Landlord's option,  either terminate this Lease or
make such  alterations  and  repairs as may be  necessary  in order to relet the
Premises;  and  relet  the  Premises  or any part or parts  thereof,  either  in
Landlord's name or otherwise, for a term or terms which may at Landlord's option
be less than or exceed the period which would  otherwise  have  constituted  the
balance  of the Term and at such  rent or rents and upon  such  other  terms and
conditions  as in  Landlord's  sole  discretion  may seem  advisable and to such
person or  persons as may in  Landlord's  discretion  seem best.  Upon each such
reletting all rents received by Landlord from such  reletting  shall be applied:
first,  to the payment of any amounts other than Rent due hereunder  from Tenant
to  Landlord;  second,  to the payment of any costs and  expenses  of  obtaining
<PAGE>

possession  of  and  reletting  the  Premises,   including  brokerage  fees  and
attorney's  fees and all costs of such  alterations  and repairs;  third, to the
payment of Rent due and unpaid hereunder; and the residue, if any, shall be held
by  landlord  and  applied in  payment  of future  Rent as it may become due and
payable  hereunder.  If such rentals received rom such relating during any month
shall be less than that paid during that month by Tenant hereunder, Tenant shall
pay any such  deficiency to Landlord.  Such  deficiency  shall be calculated and
paid monthly. No such reentry or taking possession of the Premises or the making
of alterations  and/or  improvements  thereto or the reletting  thereof shall be
construed as an election on the part of Landlord to terminate  this Lease unless
written  notice of such  election be given to Tenant.  Notwithstanding  any such
reletting  without  termination,  Landlord may at any time  thereafter  elect to
terminate this Lease for such previous Default.  Tenant, for Tenant and Tenant's
successors and assigns,  hereby irrevocably constitutes and appoints Landlord as
Tenant's and Tenant's successors and assigns, hereby irrevocably constitutes and
appoints  Landlord as Tenant's and Tenant's  successors'  and assigns'  agent to
collect the rents due and to become due under all  subleases  of the Premises or
any parts thereof  without in any way affecting  Tenant's  obligation to pay any
unpaid balance of Rent due or to become due hereunder.

         (c) To  terminate  this Lease and the Term hereby  created  without any
right on the part of Tenant to waive the forfeiture by payment of any sum due or
by other  performance  of any  condition,  term or  covenant  broken;  whereupon
Landlord  shall be  entitled  to  recover,  in  addition to any and all sums and
damages for violation of Tenant's obligations hereunder in existence at the time
of such  termination,  damaged with respect to the unexpired portion of the Term
in an amount  equal to the amount of the Rent  reserved  for the  balance of the
Term, as well as all other charges,  payments,  costs and expenses herein agreed
to paid by Tenant for such period, all discounted at the rate of six percent(6%)
per  annum to their  then  present  worth,  less  the fair  rental  value of the
Premises  for the  balance  of the  Term,  also  discounted  at the  rate of six
percent(6%)  per annum to its them present  worth,  all of which amount shall be
immediately due and payable from Tenant to Landlord.
<PAGE>

         (d) In the event of a breach of  threatened  breach by Tenant of any of
the covenants or provisions hereof,  Landlord shall have the right of injunction
and the right to invoke  any remedy  allowed at law or in equity as if  reentry,
summary proceedings and other remedies were not herein provided for.

         (e) No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy  herein or by law provided
but each shall be  cumulative  and in  addition  to every  other night or remedy
given  herein or now or  Hereafter  existing  at law or in equity or by statute,
subject  however,  to legal and  equitable  principles  limiting the exercise of
duplicative remedies.

         (f) If permitted by applicable law, Tenant expressly waives:

              (i) The benefit of all laws, now or hereafter in force,  exempting
any goods on the Premises or elsewhere from levy or sale in any legal proceeding
taking by Landlord to enforce any rights under this Lease;

              (ii) The right to delay  execution  on any real estate that may be
levied  upon to  collect  any  amount  that may  become  due under the terms and
conditions of this Lease and any right to have the same appraised; and

              (iii)The  right to three (3) months' notice and/or fifteen (15) or
thirty (30) days' notice  required under certain  circumstances  by the Landlord
and Tenant Act of 1951,  and Tenant  hereby  agrees  that five (5) days'  notice
shall be sufficient in either or any such case.

         (g) For the purpose of calculating the "accelerated Rent" payable under
paragraph  (a) of this  Section  and the "Rent  reserved  for the balance of the
Term" for the  purposes of  paragraph  (c) of of this Section of this Lease (but
without discounting as provided therein),  the amount payable by Tenant for real
property  taxes  for the  balance  of the Term  shall be equal to the sum of the
highest  amount paid or payable by Tenant in any calendar year for real property
taxes  multiplied  by the number of calendar  years  (including  any  fractional
calendar year) remaining in the Term.
<PAGE>

         (h)  Attorneys'  Fees.  In the event of any default by Tenant of any of
its obligations under this Lease, Tenant shall immediately pay to Landlord, upon
demand,  an amount  equal to all  reasonable  attorneys'  fees and  court  costs
incurred by  Landlord in  enforcing  its rights and  remedies  under this Lease,
whether or not an administrative and/or judicial action is commenced by Landlord
against Tenant by reason of such default.

         (i) Curing Tenant's  Defaults.  If Tenant shall be in default of any of
its obligations under this Lease, Landlord may (but shall not be obligated to do
so), in addition to any other  rights it may have in law or equity or under this
Lease,  cure such  default  on behalf of  Tenant,  and  Tenant  shall  reimburse
Landlord upon demand for any  reasonable  sums paid or cost incurred by Landlord
in curing such  default,  together  with  interest at the Interest Rate from the
respective  dates of  Landlord's  making of the  payments  and  incurring of the
costs,  on all sums  advanced  by Landlord  as  aforesaid,  which sums and costs
together with interest  thereon  shall be deemed  Additional  Rent payable under
this Lease.

         (j) Waiver of Breach. The waiver by Landlord or Tenant of any breach of
any term, covenant or conditions contained in this Lease, shall not be deemed to
be a waiver of any subsequent breach of the same or any other term,  covenant or
condition contained in this Lease.

         (k) Effect of Default on Purchase Options.  In the event of an Event of
Default by Tenant under this Lease, the Right of First Refusal shall immediately
terminate upon the  occurrence of such Event of Default and thereafter  shall be
of no further force and effect,  and the parties hereto shall thereafter have no
further rights or obligations under Section 28 of this Lease.

      17. Subordination.

         (a) This Lease and all of the terms, covenants and conditions hereof is
and shall be subject and  subordinate  to any  existing  mortgage  or  mortgages
affecting the Premises. The foregoing notwithstanding,  Landlord shall cooperate
in obtaining a  nondisturbance  agreement,  in form  reasonably  satisfactory to
Tenant, from any existing mortgagee in favor of Tenant. Landlord agrees that the
subordination  of this Lease to any future  mortgage and Tenant's  obligation to
<PAGE>

attorn to any  future  mortgage  shall be  conditioned  upon any such  mortgagee
agreeing  not to disturb  Tenant's  use and  occupancy  of the  Premises  and to
recognize  Tenant's rights under this Lease, so long as Tenant is not in default
hereunder.

         (b) As a condition of the  subordination  set forth in (a) above,  such
mortgage shall contain a covenant binding upon the holder thereof, or a separate
agreement  which  shall be  entered  into with  Tenant  and the  holders  of the
mortgage to be recorded with such mortgage or other security  agreement,  to the
effect that:

              (i) So long as Tenant observes the terms of this Lease, its rights
of possession to the Premises  under the terms and  provisions of the Lease will
not be affected or disturbed by the mortgage or other security agreement for the
bond or note or debt secured thereby:

              (ii) If the  mortgagee  or  owner  comes  into  possession  of the
Premises by  foreclosure  or otherwise,  this Lease shall continue in effect and
shall not be terminated by any such proceeding;

              (iii) If the Premises  are sold or otherwise  disposed of pursuant
to any right or power  contained in the mortgage or other security  agreement or
the bond or note secured  thereby,  or as a result of proceedings  thereon,  the
purchaser  shall take  title  subject to this Lease and all the rights of Tenant
hereunder;

              (iv) In the event the buildings and  improvements  on the Premises
are damaged by fire or other casualty, for which loss the proceeds payable under
the insurance  policy or policies are payable to the  mortgagee,  such insurance
funds  when  paid,  shall  be made  available  for the  purpose  of  repair  and
restoration as provided in this Lease; and

              (v) The agreement  shall be binding upon the Landlord's  mortgagee
and its prospective heirs, executors, administrators,  personal representatives,
successors  and  assigns.  Notwithstanding  the  foregoing,  to the  extent  the
Premises are on the date of this Lease subject to a mortgage which does not meet
the above requirements,  Landlord shall only be required to use its best efforts
to obtain an appropriate separate agreement of the mortgagee.
<PAGE>

      18. Assignment and Subletting.

         (a)  Tenant  shall not assign  this Lease or sublet any  portion of the
Premises without first obtaining Landlord's prior written consent thereto, which
consent shall not be unreasonably  withheld,  delayed or  conditioned.  Tenant's
entering  into an  assignment  or  sublease  shall not  release  Tenant from its
obligations  hereunder and no consent to an  assignment  or subletting  shall be
deemed to be a consent to any further  subletting  or  assignment.  In addition,
Tenant  shall not  convey,  mortgage,  pledge,  encumber or  otherwise  transfer
(collectively,  "Pledge"),  whether voluntarily or otherwise,  this Lease or any
interest in or under this Lease.  Any attempt by Tenant to assign or Pledge this
Lease or sublet the Premises in  contravention  of the terms of this Lease shall
constitute an event of default hereunder.

         (b) If Landlord  consents to an assignment of this Lease, each assignee
hereunder  shall  assume and be deemed to have  assumed this Lease and should be
and remain liable  jointly and  separately  with Tenant for all payments and for
the due performance of the terms,  covenants,  conditions and provisions  herein
contained on Tenant's part to be observed.  No assignment  shall be binding upon
Landlord, unless the Assignee shall deliver to Landlord an instrument containing
a covenant of assumption by the assignee.  The failure or refusal of an assignee
to execute the same shall not release the  assignee  from its  liability  as set
forth herein.

         (c) Any consent by Landlord to an assignment  or  subletting  shall not
constitute a waiver of strict future compliance by Tenant with the provisions of
this  Section  18,  nor  shall it be  deemed  to  release  Tenant  from the full
performance  by  Tenant  of  the  terms,  covenants,  provisions  or  conditions
contained in this Lease.

         (d) Notwithstanding the foregoing, Tenant shall have the right, without
Landlord's consent,  to assign or sublease all or a portion of the Premises,  or
the leasehold  hereunder,  to an Affiliate (or a combination of Affiliates) or a
Successor of Tenant.  For purposes  hereof,  an  "Affiliate"  or  "Successor" of
Tenant is an entity  controlling,  under common  control with or  controlled  by
Tenant,  including an entity resulting from a merger or consolidation by Tenant.


<PAGE>

Any such Affiliate of Successor of Tenant must expressly assume in writing a pro
rata share of Tenant's  obligations  hereunder in the proportion that the number
of square feet of rentable  area of the  Premises  subleased or assigned to such
Affiliate  or  Successor  of Tenant  bears to the total number of square feet of
rentable  area  in the  Premises,  without  relieving  Tenant  of any  liability
hereunder.

      19. Representations, Warranties and Covenants.
         (a) To induce  Landlord  to enter into this Lease,  Tenant  represents,
warrants and covenants to Landlord as follows:

              i. Valid Organization, Good Standing and Qualification.  Tenant is
a corporation duly formed,  validly existing and in good standing under the laws
of the  Commonwealth of  Pennsylvania,  has full power and authority to execute,
deliver and comply with Lease,  and to carry on its  business as it is now being
conducted.

              ii. Due Authorization;  No Legal  Restrictions.  The execution and
delivery  by  Tenant  of  this  Lease,  the  consummation  of  the  transactions
contemplated by this Lease and the fulfilment and compliance with the respective
terms,  conditions and provisions of this Lease have been duly authorized by all
requisite governance action of Tenant.

              iii. Payment of Obligations.  Tenant will pay when due all amounts
due hereunder without set off, deduction or counterclaim.

              iv. Payment of Charges.  Tenant shall pay all charges  incident to
this Lease, including,  without limitation,  all of the Landlord's legal fees in
connection with any amendment,  assignment of this Lease,  any subletting of the
Premises and with the enforcement of this Lease.

         (b) Landlord's  Representations,  Warranties  and Covenants.  To induce
Tenant to enter into this Lease, Landlord represents,  warrants and covenants to
Tenant as follows:

              i. Valid Organization,  Good Standing and Qualification.  Landlord
is a limited liability  company,  existing under the laws of the Commonwealth of
<PAGE>

Pennsylvania,  has full power and authority to execute,  deliver and comply with
the lease, and to carry on its business as it is now being conducted.

              ii. Due Authorization;  No Legal  Restrictions.  The execution and
delivery  by  Landlord  of this  Lease,  the  consummation  of the  transactions
contemplated  by  this  Lease  and  the  fulfillment  and  compliance  with  the
respective  terms,  conditions  and  provisions  of this  Lease  have  been duly
authorized by all requisite governance action of Landlord.

              iii.  No Uncured  Notices of  Violations.  As of the  Commencement
Date,  Landlord  has received no notice of  violation  of any  applicable  laws,
ordinances,  rules and regulations of governmental  authorities,  or if any such
notice has been delivered to Landlord, Landlord has corrected such violation.

              iv. No Interference  with Use. Landlord warrants and represents to
Tenant that to Landlord's  knowledge the Premises are not affected by any liens,
encumbrances or private  restrictions  that would interfere with Tenant's use of
the Premises as described in Section 4 of this Lease.

              v.  Title  to   Premises.   Except  for  any   mortgages,   liens,
encumbrances, restrictions, obligations and exceptions granted to by Landlord to
the Columbia  County  Industrial  Development  Authority  or  Sovereign  Bank in
connection  with  Landlord's  acquisition  of the  Premises on the date  hereof,
Landlord  is the  owner  of  Premises,  free  and  clear  of any and all  liens,
encumbrances,  restrictions,  obligations, and exceptions which would not permit
or limit  Tenant's  use of the  Premises  for the  purpose  set forth  herein or
Tenant's other rights hereunder.

              vi. Structural  Components of Premises.  The structural components
of the Premises,  including but not limited to the roof,  heating  systems,  air
circulation system,  wiring,  ventilating systems,  electrical system,  plumbing
system,  and lighting system are, as to their major components,  in good working
order and condition.

      20. Tenant's  Certificate.  Tenant shall,  from time to time within thirty
days of any request by Landlord,  execute and deliver to Landlord a  certificate
<PAGE>

stating that this Lease is in full force and effect,  has not been modified (or,
if it has  been  modified,  identifying  the  modifications),  that to  Tenant's
knowledge  no default  exists on the part of either  Landlord  or Tenant (or, if
such a default does exist,  specifying  the default) and  specifying the date to
which rent and other charges have been paid by Tenant hereunder.

      21.  Surrender.  At the  expiration or earlier  termination of the term of
this Lease,  Tenant shall  surrender and deliver  possession of the Premises and
all  improvements  and  alterations  thereto in good condition and repair,  in a
clean  condition,  subjection to (a) reasonable wear and tear, (b) damage caused
by fire or other casualty and/or (c) damage caused by Landlord.

      22.  Signs.  Tenant may to the extent and manner  allowed by law or public
regulation place, erect, maintain or paint signs upon the Premises provided that
they are  maintained  by Tenant in good  condition  during the term hereof,  and
Tenant shall remove all signs at the  termination  of this Lease,  repairing any
damage caused by the installation and/and or removal thereof.  Tenant shall also
have the right to install and place an appropriate  sign or signs at or near the
entrance to the Premises.

      23. Lender's Requirements. Upon request of Tenant or Tenant's assignees or
any  subtenant,  Landlord  shall execute and deliver any real estate  consent or
waiver forms submitted by any vendors, lessors, chattel mortgages, or holders or
owners of any trade  fixtures,  signs,  equipment,  furniture or other  personal
property  of any kind  and  description  kept on or  installed  on the  Premises
setting forth the fact that Landlord  waives,  in favor of said vendor,  lessor,
chattel  mortgagee,  owner or holder any lien,  claim,  interest  or other right
therein superior to that of such vendor,  lessor,  chattel  mortgagee,  owner or
holder.  Landlord shall further  acknowledge  that the property  covered by such
consent or wavier  forms is personal  property (if in fact such is the case) and
not to become a part of the realty no matter how  affixed  thereto and that such
property  may be  removed  from the  Premises  by the  vendor,  lessor,  chattel
mortgagee, owner or holder at any time upon default in the terms of such chattel
mortgage  or other  similar  documents,  free and  clear of any claim or lien of
Landlord.
<PAGE>

      24.  Notices.  All  notices  to be  given  to  Landlord  shall  be sent by
certified  U.S.  mail,  return  receipt  requested,  or by overnight mail to the
following address:

                           JAD ASSOCIATES, LLC
                           111 Presidential Boulevard
                           Suite 240
                           Bala Cynwyd, Pennsylvania 19004
                           Attn: David W. Menard, Member

Notice to Tenant shall be sent by certified U.S. mail,  return receipt requested
or by overnight mail to:

                           RADO ENTERPRISES, INC.
                           20 Industrial Drive
                           Bloomsburg, Pennsylvania 17815

The party to whom notice is to be given may change the address for the giving of
notices by delivering  notice of such change to the other party.  Notices are to
deemed delivered on the date received.

      25.  Holding  Over.  Should Tenant  continue to occupy the Premises  after
expiration  of the Term of this Lease,  such tenancy  shall be one at sufferance
from  month to month at the terms  and  conditions  otherwise  set forth in this
Lease.

      26. Broker.  Landlord and Tenant each represents and warrants to the other
that it has not dealt  with any  broker or  finder,  and that each  party  shall
indemnify and hold the other harmless if its representation is untrue.

      27. Recordation.  This Lease (or an appropriate  memorandum thereof) shall
be  recorded  in the  appropriate  Recorder  of Deeds  Office  by  Landlord,  at
Landlord's  sole cost and expense,  promptly after the date of the execution and
delivery hereof.

      28. Right of First Refusal.  Landlord  grants to Tenant the right of first
refusal to purchase the Premises from Landlord as follows:

              a. In the event  Landlord  desires to sell the Premises,  Landlord
shall provide  prompt  written  notice (such notice shall be referred to in this
Section
<PAGE>

28 as the "Notice") of that desire to Tenant prior to soliciting  any offers for
purchase.  Tenant shall have the right,  but not the  obligation,  within thirty
(30) days after receipt of the Notice, to purchase the Premises on the terms and
conditions contained in this Section 28 ("Purchase Option").

         In the event Tenant  desires to purchase the Premises,  it must provide
written  notice of that election to Landlord  within said thirty (30) day period
after the receipt of the Notice.  Non-delivery  of written  acceptance by Tenant
within the thirty (30) day period  shall be  conclusive  of the fact that Tenant
chooses not to purchase the Premises.

         The written  notice shall specify a closing date which shall be no more
than one  hundred and eighty  (180) days after the date of the  written  notice.
Upon the timely exercise of the Purchase Option by Tenant, this Lease,  together
with the notice from Tenant exercising the Purchase Option, shall also be deemed
to be an agreement of sale and purchase between Landlord and Tenant with respect
to the Premises without the necessity of any further act or agreement; provided,
however,  that,  pending the consummation of closing for such purchase and sale,
this Lease will  nevertheless  also remain in full force and effect, as a lease,
and Tenant will remain  obligated to perform all of its  obligations  under this
Lease,  including without  limitation the obligation to pay rent. Closing on the
sale and purchase of the  Premises  pursuant to this Section 28 shall be held at
the offices of the Tenant's counsel. If this Lease shall have been terminated or
shall have expired  prior to the closing of the sale or prior to the delivery of
the Notice by Landlord to Tenant,  then the parties shall enter into a customary
and reasonable  agreement of sale for the Premises  incorporating  the terms and
conditions set forth in this Section 28.

              b. The purchase price ("Purchase Price") for the Premises shall be
the fair market  value as of the date of the written  notice of the  exercise of
the Purchase Option and shall be paid at closing by wire transfer of immediately
available funds to an account designated by Landlord.

         If Landlord and Tenant are unable to agree  between  themselves  on the
fair market value of the Premises within twenty (20) days following the exercise
of the Purchase Option,  then Landlord and Tenant shall agree upon the selection
<PAGE>

of a  qualified  appraiser  who  shall  determine  the fair  market  value.  The
determination of the appraiser shall be binding on the parties.  If Landlord and
Tenant are unable to agree upon the  selection of an  appraiser  within ten (10)
days after the expiration of such twenty day period,  then the fair market value
shall be determined by two appraisers,  one to be chosen by each of the Landlord
and Tenant. If either party fails to select an appraiser as required within five
(5) days,  the  appraiser  chosen by the other  party shall  determine  the fair
market value. The fair market value as determined by the sole appraiser,  or the
average of the fair market values as  determined by each of the two  appraisers,
as the case may be,  shall be final and  binding on the  parties.  The costs and
expenses of the  appraiser(s),  shall be borne  equally by each of Landlord  and
Tenant.

              c. Title to the  Premises  shall be conveyed  by special  warranty
deed and  shall  be  insurable  as good  and  marketable  by a  reputable  title
insurance  company  authorized  to  transact  business  in the  Commonwealth  of
Pennsylvania pursuant to an ALTA (or successor  organization's) standard form of
Owner's Policy of Title  Insurance then in use in  Pennsylvania,  subject to the
standard  exceptions  thereof.  If  Landlord  is unable  to convey  title to the
Premises to Tenant at the closing in accordance  with the  requirements  of this
Section 28.c, Tenant shall have the options (i) of taking such title as Landlord
is able to convey  with  abatement  of the  Purchase  Price in the amount of any
fixed or  ascertainable  liens upon the  Premises  which are not  otherwise  the
obligation  of Tenant to  discharge  under this  Lease,  or (ii) of  terminating
Tenant's  obligations  under  this  Section  28 only and upon  exercise  of such
termination  right,  this  Section 28 shall be null and void and  neither  party
shall have any  obligations  under this Section 28, although the remaining terms
and  conditions  of this Lease  shall  remain in full force and effect as if the
Purchase Option had not been exercised.

              d. At closing and as part thereof, rents and other sums payable by
Tenant under this Lease shall be  apportioned  between the parties on a per diem
basis as of the date of  closing.  All rents and other sums  which have  accrued
through the date of closing  shall also be paid at  closing.  All rent and other
sums  which  have been  prepaid  for  periods  after  closing  shall  also be so
apportioned and credited on the account of the Purchase  Price.  All real estate
transfer taxes payable in connection  with the sale and purchase of the Premises
shall be paid one-half by Landlord and one-half by Tenant.

<PAGE>

              e. The sale and purchase of the  Premises  shall be made on an "as
is", "where is" basis and without any  representations or warranties  whatsoever
being made by Landlord, except as specifically set forth in this Section 28.

              f. If at any time following the exercise by Tenant of the Purchase
Option and before closing thereunder any portion of the Premises is destroyed or
damaged as a result of fire or other casualty, the rights and obligations of the
parties under this Section 28 shall not be affected thereby; provided,  however,
that if Tenant would otherwise have the right under this Lease to terminate this
Lease as a result  thereof,  Tenant shall also have the right,  upon exercise of
its right to terminate this Lease, to terminate the Purchase Option.

              g.   Landlord   states  to   Tenant   that  the   current   zoning
classification  of the  Premises  under the zoning code of the  jurisdiction  in
which the Premises are located is ________, and that the use of the Premises for
the conduct of a mechanical contracting business as conducted by Tenant prior to
the date hereof is permitted under such zoning classification, and that Landlord
has  received  no  written  notices  from  any  governmental   authority  having
jurisdiction  of any  uncorrected  violation of  applicable  housing,  building,
safety or fire ordinances with respect to the Premises.

              h. The parties  represent  and warrant to each other that  neither
has dealt with any broker,  finder or other  intermediary in connection with the
sale  contemplated by this Section 28, and each agrees to indemnify,  defend and
hold the other harmless from all claims, demands, causes of action,  liabilities
and expenses (including  attorneys fees) arising from any claims for commissions
made  by  any  broker,   finder  or  other  intermediary  claiming  through  the
indemnifying  party.  The provisions of this subsection shall survive closing on
the purchase and sale of the Premises.
<PAGE>

              i. Tenant shall have the right,  without  Landlord's  consent,  to
assign all or a portion of the Purchase Option to an Affiliate (or a combination
of Affiliates) or a Successor of Tenant.  For purposes hereof, an "Affiliate" or
"Successor"  of Tenant is an entity  controlling,  under common  control with or
controlled  by  Tenant,   including  an  entity   resulting  from  a  merger  or
consolidation by Tenant.

              j. The rights of first  refusal  granted to Tenant in this Section
28 shall be effective  during the initial term hereof as well as during any five
year Extension  Option thereof and shall remain  effective for a two year period
following the expiration or termination of this Lease for any reason whatsoever.

      29. Quiet Enjoyment.

      Tenant  shall  peaceably  and quietly  hold and enjoy the Premises for the
term,  without  hindrance or molestation  from Landlord,  or anyone  claiming by
through or under Landlord, under and subject to the terms and conditions of this
Lease.

      30. Miscellaneous

         (a)  The  headings  preceding  each  section  of  this  Lease  are  for
convenience of reference only and shall not affect the  construction  or meaning
of the provisions hereof.

         (b) If any of the provisions of this Lease, or the application  thereof
to  any  person  or   circumstance,   shall  be  determined  to  be  invalid  or
unenforceable,   the  parties   shall   execute  an   amendment  to  this  Lease
incorporating  a lawful clause with similar  economic  consequences  so that the
respective  rights and obligations of the parties shall be maintained.  Further,
the remainder of this Lease, or the application of any such provision to persons
or  circumstances  other  than  those to whom or for which  such  provision  was
determined  to be  invalid  or  unenforceable,  shall  not be  affected  by such
amendment, and shall be valid and enforceable to the fullest extent permitted by
law.

         (c) No payment by Tenant or receipt by Landlord of a lesser amount than
the correct rent or additional  rent due  hereunder  shall be deemed to be other
<PAGE>

than a payment on account,  nor shall any  endorsement or statement on any check
or any letter  accompanying any check or payment be deemed to effect or evidence
an accord an  satisfaction,  and  Landlord  may accept  such  check for  payment
without prejudice to Landlord's right to recover the balance or pursue any other
remedy in this Lease or at law provided.

         (d) This Lease shall be governed in all respects by the Commonwealth of
Pennsylvania

         (e) This Lease shall inure to and be binding on the parties hereto, and
their respective heirs, successors and assigns (but no rights shall inure to the
benefit of any  assignee of Tenant,  except a  Successor  or  Affiliate,  unless
Landlord has consented to the assignment, as required under Section 18).

         (f) This Lease may be executed in any number of  counterparts,  each of
which shall be deemed to be an  original  as against  any party whose  signature
appears  thereon,  and all of which shall  together  constitute one and the same
instrument.  This  Lease  shall  become  binding  when one or more  counterparts
hereof,  individually  or taken  together,  shall bear the signatures of all the
parties reflected herein as the signatories.

<PAGE>


         IN  WITNESS  WHEREOF,  Landlord  and  Tenant  have  caused  their  duly
authorized  representatives  to execute  this Lease the day and year first above
written.


                                         LANDLORD:

                                         JAD ASSOCIATES, LLC, a
                                         Pennsylvania limited
                                         liability company



                                         By: /S/ David W. Menard
                                             -------------------
                                             David W. Menard, Member



                                         By: /s/ Jacqueline J. Menard
                                             ------------------------
                                             Jacqueline J. Menard, Member

                                         TENANT:

                                         RADO ENTERPRISES, INC.


                                         By: /S/ David W. Menard
                                             -------------------
                                             David W. Menard, Chairman


<PAGE>

                                   SCHEDULE 1

                                      Rent

     Initial Term:            For each year of the initial term, at the rate
                              of $120,000.00 per year.

Extension Period:             For each year of any extension  term, at an annual
                              rate  equal  to  (i)  $120,000.00,  times  (ii)  a
                              fraction,  the  numerator  of which is the "Index"
                              (hereinafter   defined)  for  the  calendar  month
                              immediately  preceding  the  commencement  of  the
                              extension  term,  and the  denominator of which in
                              the  Index  for  the  calendar  month  immediately
                              preceding  the  Commencement  Date of the  initial
                              term.  On  or  before  the   commencement  of  any
                              extension  term,  Landlord shall compute and shall
                              give  Tenant  written  notice of the  annual  rent
                              therefor.

     As used herein,  the "Index" shall mean the Consumer Price Index  published
     by the United States  Department of Labor Bureau of Labor  Statistics,  All
     Urban Consumer (CPI-U),  U.S. City Average, All Items (1982-1984 = 100), or
     such successor index as most closely thereto  reflects  changes in the cost
     of living.
<PAGE>

                                   Exhibit "A"

                        Legal Description of the Premises

     ALL THAT CERTAIN  piece or parcel of land,  lying and being  situate in the
     Township of South Centre, County of Columbia and State of Pennsylvania, and
     more particularly described as follows, to wit:

     BEGINNING at an iron pin, said pin being located at the southerly corner of
     Parcel E-3, said parcel recently conveyed by the Columbia County Industrial
     Development  Authority  to  the  Bloomsburg  Area  Industrial   Development
     Association, Inc., (Foam Fabricators, Inc.);

     THENCE North 60 degrees 02 minutes East 440 feet to an iron pin;

     THENCE  South 25 degrees 41 minutes  East 367.81 feet to an iron pin set at
     the northeast corner of lands now or late of Larry Emery;

     THENCE  along  the  northerly  boundary  line of lands now or late of Larry
     Emery,  Winston  Emery,  Genieveve  Swisher and David L.  Schultz  South 60
     degrees 02 minutes West 354.5 feet to an iron pin;

     THENCE South 61 degrees 37 minutes West 155 feet to an iron pin set;

     THENCE North 25 degrees 41 minutes West 325 feet to an iron pin set;

     THENCE  North  32  degrees  09  minutes  East  82.12  feet to the  point of
     BEGINNING.

     CONTAINING 4.25 acres more or less.

     This  description is prepared in accordance to a survey performed by George
     R. Evans, P.E., dated June 1, 1988, revised October 24, 1988.

     Subject to any ordinance of the South Centre Township Authorities.