30

                                 LEASE AGREEMENT
                                 ---------------

         THIS LEASE  AGREEMENT  (this  "Lease")  is made this 12th day of April,
2004, by and between,  JAD  ASSOCIATES,  LLC, a Pennsylvania  limited  liability
company ("Landlord"), and J.M. AHLE CO., INC. d/b/a WHALING CITY IRON CO., a New
Jersey 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 13 Logan Street, New Bedford,
Massachusetts  02740 (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 April 12, 2009 (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 April 12,
2009 and extend  through  April 12,  2014,  the second  Extension  Option  shall
commence  on April 12, 2014 and extend  through  April 12,  2019,  and the third
Extension  Option shall  commence on April 12, 2019 and extend through April 12,
2024. Tenant shall exercise any such Extension Option, in writing, no later than
ninety (90) days prior to the end of the  initial  term hereof or the end of any



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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 840 Mt.  Moro Road,  Villanova,
Pennsylvania  19085,  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
utility  services  used,  rendered or consumed by Tenant upon the Premises.  All

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such utilities shall be in the name of Tenant.

         4. TENANT'S  USE.  The  Premises  may be used  for  operating  a metal
manufacturing and fabrication 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 Tenant'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 Landlord's sole cost and expense, promptly observe and comply with all

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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 reasonable and customary limits 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
Massachusetts,  in an  amount  equal to the  full  insurance  replacement  value
(without depreciation) of the Premises. Tenant shall reimburse Landlord for this
cost and expense.

            (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
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<PAGE>

party agrees to obtain an endorsement to its insurance policies  permitting such
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

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Landlord 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.  ss. 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.

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<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  Tenant's  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

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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

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such  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.

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            (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.

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<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

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all liabilities,  losses, claims, demands, costs, expenses (including reasonable
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

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petition filed against Tenant,  the same is dismissed  within ninety (90) days);
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

                                       13
<PAGE>

Tenant  to  Landlord;  second,  to the  payment  of any costs  and  expenses  of
obtaining 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.

                                       14
<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 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.

                                       15
<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

                                       16
<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.

                                       17
<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

                                       18
<PAGE>

consolidation  by  Tenant.  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  State  of New  Jersey  and is  authorized  to do  business  in the
Commonwealth of Massachusetts,  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  fulfillment  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:



                                       19
<PAGE>


                 i.  VALID   ORGANIZATION,   GOOD  STANDING  AND  QUALIFICATION.
Landlord  is a  limited  liability  company,  existing  under  the  laws  of the
Commonwealth of 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
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
<PAGE>


        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
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


                                       21
<PAGE>

mortgage  or other  similar  documents,  free and  clear of any claim or lien of
Landlord.

        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
                           840 Mt. Moro Road
                           Villanova, Pennsylvania 19085
                           Attn: David W. Menard, Member

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

                           J.M.  AHLE CO.,  INC.  d/b/a
                           WHALING CITY IRON CO.
                           13 Logan Street
                           New Bedford, Massachusetts 02740


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:

                                       22
<PAGE>

                 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 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.

                                       23
<PAGE>

         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
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
Massachusetts pursuant to an ALTA (or successor organization's) standard form of
Owner's Policy of Title Insurance then in use in  Massachusetts,  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 option (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

                                       24
<PAGE>

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 by Landlord.

            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 Industrial A, and that the use of the Premises
for the conduct of a metal fabrication  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

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<PAGE>

and sale of the Premises.

                 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.

                                       26
<PAGE>

            (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 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 Massachusetts.

            (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.



                                       27
<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:

                                    J.M. AHLE CO.,  INC.  d/b/a
                                    WHALING CITY IRON, CO.


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



                                       28
<PAGE>


                                   SCHEDULE 1

                                      Rent

Initial Term:                     For each year of the initial term, at the rate
                                  of $45,000.00 per year.

Extension Period:                 For each  year of any  extension  term,  at an
                                  annual  rate  equal to (i)  $45,000.00,  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.



                                       29
<PAGE>



                                   EXHIBIT "A"
                                   -----------

                        LEGAL DESCRIPTION OF THE PREMISES
                        ---------------------------------



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