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                                                                    Exhibit 10.1


                        SUBLEASE OF REAL AND PERSONAL PROPERTY


          THIS SUBLEASE OF REAL PERSONAL PROPERTY is made and entered into as of
the 19th day of August, 1996, by and between the LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
local redevelopment authority ("LRA"), with a mailing address of Suite 400, 600
West Main Street, Louisville, Kentucky 40202 and UNITED DEFENSE L.P. ("UDLP"), a
Delaware limited partnership comprised of the BMY Combat Systems Division of
Harsco Corporation, a Delaware corporation, and the Defense Systems Group of FMC
Corporation, a Delaware corporation, with a mailing address of 4800 East River
Road, Minneapolis, Minnesota 55421.

          W I T N E S S E T H:

          WHEREAS, the Base Realignment and Closure Commission established under
the Act, as hereinafter defined, selected the Naval Ordinance Station,
Louisville, a division of the Naval Surface Warfare Center ("NOSL"), for closure
and privatization in place of the repair, overhaul and remanufacturing work
currently being performed by the United States Navy (the "Navy") at NOSL; and

          WHEREAS, the LRA was formed by the City of Louisville and Jefferson
County, acting by and through their respective executive and legislative
branches, to establish a method and means for the privatization in place of
NOSL; and

          WHEREAS, The United States of America (the "Government"), acting by
and through the Navy, and the LRA have entered into an interim lease, dated 12
August, 1996 (the "Lease"), for the major portion of the real property
comprising NOSL, including buildings and improvements plus equipment and other
associated personal property necessary for the privatization in place of the
repair, overhaul and remanufacturing work currently being performed by the Navy
at NOSL; and

          WHEREAS, the LRA and UDLP have entered into that certain Privatization
Contractor Agreement, dated 19 August, 1996 (the "Agreement"), with respect to
the privatization of a portion of the repair, overhaul and remanufacturing work
currently being performed at NOSL, a copy of the Agreement is attached hereto as
EXHIBIT A and incorporated herein by reference; and

          WHEREAS, UDLP and the Navy have entered into workload contracts to
perform such repair, overhaul and remanufacturing work at NOSL, said Agreement
and said workload contracts requiring certain buildings, improvements, equipment
and other personal property covered by the Lease; and

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          WHEREAS, the LRA desires to sublease to UDLP, and UDLP desires to
sublease from the LRA certain portions of the Premises, as that term is defined
in the Lease, and Personal Property, as that term is defined herein and in the
Lease.

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

      1.  DEFINITIONS. For purposes of this Sublease, as hereinafter defined,
the following words and/or terms shall have the meanings set forth below and
such meanings set forth below and such meanings shall take precedence over any
conflicting meaning of the respective words or terms:

          A.   "Act" shall mean the Defense Base Closure and Realignment Act of
1990, Pub. L. No. 101-510, 104 Stat. 1808, 10 U.S.C. 2687, as amended, from time
to time.

          B.   "Additional Premises" shall mean Building L which consists of
199,526 square feet of which 158,516 square feet shall be included in this
Sublease. Except as provided in Section 3 hereof, Building L shall be under this
Sublease through 31 December 1997 on which date this Sublease shall terminate as
to Building L and UDLP shall vacate Building L on or before 31 December 1997
unless UDLP has established a regional, national and international equipment
logistics and maintenance hub in Building L. UDLP shall give the LRA at least
180 days' prior written notice of its intention to extend this Sublease as to
Building L.

          C.   "CIWS:" shall mean the Phalanx Close-In-Weapon-System repair,
overhaul and remanufacturing work currently being performed at NOSL.  The OEM
for CIWS is HMSC.

          D.   "Center" shall mean the Gun Center of Excellence to be
established by the LRA at NOSL.

          E.   "HMSC" shall mean Hughes Missile Systems Company, a Delaware
corporation.

          F.   "Hot Turnover Date" shall mean the date upon which the
privatization in place at NOSL begins, and NOSL is turned over operationally by
the Navy to the LRA which date is scheduled to be 19 August 1996 or such later
date as determined by the Navy.

          G.   "Leased Property" shall mean collectively, and as constituted
from time to time, the Primary Premises, the Additional Premises, the Plating
Premises and the Transition Premises as defined herein and the Personal Property
as defined herein and in the Lease.

          H.   "Non-CIWS Work" shall mean all of the repair, overhaul and
remanufacturing work to be performed for the Navy by UDLP at NOSL which work
does not include the CIWS, RAM and TAS work to be performed by HMSC at NOSL.

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          I.   "OEM" shall mean the Original Equipment Manufacturer for the
Navy.

          J.   "Personal Property" shall mean all Personal Property, as that
term is defined in the Lease, required by UDLP to perform the Non-CIWS Work
present at NOSL as of the Hot Turnover Date.

          K.   "Plating Premises" shall mean Building 117, which consists of
35,940 square feet, Building 118, which consists of 5,310 square feet, Building
136 which consists of 4,000 square feet and Tanks 118A through G.

          L.   "Primary Premises" shall mean the real property and improvements
more particularly described on EXHIBIT C. to the Lease and Personal Property
located within the Primary Premises and being more particularly described on
EXHIBIT B to the Lease attached hereto and incorporated herein by reference.

          M.   "Sublease" shall mean this Sublease of Real and Personal
Property, as amended, from time to time, effective as of the Hot Turnover Date.

          N.   "Transition Premises" shall mean Building F, which consists of
144,786 square feet, and part of Building G, which part consists of 107,504
square feet. Except as provided in Section 3 hereof, Building G shall be under
this Sublease through 30 June 1997, and Building F shall be under this Sublease
through 30 June 1998, and UDLP shall vacate the Transition Premises on or before
30 June 1997 with respect to Building G and on or before 30 June 1998 with
respect to Building F.

      2.  INCORPORATION OF NAVY LEASE. The Lease between the Navy and the LRA,
as amended from time to time, a copy of which is attached hereto as EXHIBIT B
and incorporated herein by reference, specifically requires that all sublessees
of the LRA, including UDLP, be subject to all of the terms, conditions,
responsibilities and obligations contained in the Lease including, without
limitation, the termination provisions set forth in Paragraph 15 of the Lease.
UDLP hereby acknowledges that as to the Lease Property and during the term of
its occupancy and/or use of the Leased Property or each part thereof as herein
provided, it will be bound by all applicable terms, conditions, responsibilities
and obligations of the Lease with respect to said Leased Property as if it were
the Lessee/Sublessee thereof notwithstanding anything in the Lease to the
contrary including, without limitation, Paragraph 14(j) and the signature page
thereof. Should a conflict arise between a provision of this Sublease and a
provision of the Lease, the provision of the Lease shall take precedence.
Nothing herein shall be deemed to grant to UDLP any rights or privileges greater
than the LRA has received under the Lease. Notwithstanding the foregoing,
nothing in this Sublease shall be construed to limit or modify the
responsibilities and obligations of the Government under Paragraph 14 of the
Lease. UDLP shall indemnify and save harmless the LRA against any and all claims
by the Government or any other person(s), firm(s) or corporation(s) arising out
of UDLP's failure to perform all of the terms, conditions, responsibilities and
obligations contained in the Lease as to the Leased Property.

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      3.  SUBLEASE TO UDLP.

          A.   PRIMARY PREMISES. The LRA does hereby sublease to UDLP, and UDLP
does hereby sublease from the LRA, the Primary Premises, together with the right
of ingress and egress to the Primary Premises across adjacent or nearby roads
leased to the LRA which lead to reasonably convenient public roads and also
together with designated parking to service the use of the Primary Premises.

          B.   PLATING PREMISES.  The LRA does hereby sublease to UDLP, and UDLP
does hereby sublease from the LRA, the Plating Premises together with the right
of ingress and egress to the Plating Premises across adjacent or nearby roads
leased to the LRA which lead to reasonably convenient public roads and also
together with designated parking to service the use of the Plating Premises. The
Plating Premises shall be under this Sublease until 18 August 1998; provided,
however, UDLP may be relieved of its obligations as to the Plating Premises in
the event UDLP shall bring to the LRA a replacement tenant acceptable to the LRA
prior to the termination date of 18 August 1998, which acceptance of the
replacement tenant shall not be unreasonably withheld by the LRA. UDLP may
extend its tenancy of the Plating Premises on a year-to-year basis upon 180
days' prior written notice thereof to the LRA.

          C.   TRANSITION PREMISES. The LRA does hereby sublease to UDLP, and
UDLP does hereby sublease from the LRA, the Transition Premises together with
the right of ingress and egress to the Transition Premises across adjacent or
nearby roads leased to the LRA which lead to reasonably convenient public roads
and also together with designated parking to service the use of the Transition
Premises. Building G of the Transition Premises shall be a part of this Sublease
for purposes of rent, as defined in Section 5 hereof, calculation for sixty (60)
days following the date UDLP vacates Building G. UDLP is scheduled to vacate
Building G on or before 30 June 1997; provided, however, the LRA will agree to
terminate Building G from this Sublease in the event of replacement tenant
acceptable to the LRA is found for Building G prior to 30 June 1997 which
acceptance of the replacement tenant shall not be unreasonably withheld by the
LRA. Building F of the Transition Premises shall be a part of this Sublease for
purposes of rent calculations for sixty (60) days following the date UDLP
vacates Building F. UDLP is scheduled to vacate Building F on or before 30 June
1998; provided, however, the LRA will agree to terminate Building F from this
Sublease in the event a replacement tenant acceptable to the LRA is found for
Building F prior to 30 June 1998 which acceptance of the replacement tenant
shall not be unreasonably withheld by the LRA.

          D.   ADDITIONAL PREMISES. The LRA does hereby sublease to UDLP, and
UDLP does hereby sublease form LRA, the Additional Premises together with the
right of ingress and egress to the Additional Premises across adjacent or nearby
roads leased to the LRA which lead to reasonably convenient public roads and
also together with designated parking to service the use of the Additional
Premises. The Additional Premises shall be a part of this Sublease for purposes
of rent calculations for sixty (60) days following the date UDLP vacates the
Additional Premises.

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          E.   SQUARE FOOTAGE.  The square footage subleased by the LRA per
annum to UDLP is shown in a chart set forth on EXHIBIT C.  This square footage
may be reduced only as provided in Subsection B. and C. hereof or as otherwise
agreed by the parties.

          F.   PERSONAL PROPERTY.  The LRA does hereby sublease to UDLP, and
UDLP does hereby sublease from the LRA, the Personal Property.

      4.  ACCESS TO OTHER BUILDINGS. The LRA will assist UDLP in obtaining
necessary temporary access to the Computer Facility located in Building W
through 31 December 1997 subject to approval of the Navy and the LRA; provided
such access shall be subject to reasonable restrictions and will not
unreasonably interfere with the operations of the Navy, the LRA, or any tenants
in Building W. The LRA will assist UDLP in obtaining necessary access to
Buildings 68, 78, 79 105 and 147 subject to approval of the Navy; provided, such
access shall be subject to the restrictions and/or regulations of the Navy.

      5.  RENTAL.

          A.   BASE RENT. UDLP shall pay the LRA as Base Rent from 19 August
1996 through 18 August 1997 for the leased Property, the sum of $2.09 per square
foot per annum, and UDLP shall assume the responsibility for the undertaking
and/or costs of Operating and Maintenance ("O&M") associated with the operations
of the Primary Premises, the Additional Premises, the Plating Premises and the
Transition Premises, as constituted, from time to time, plus a pro-rata share of
the Center's operating costs incurred by the LRA. For purposes of this Sublease
O&M costs shall be all those utility, protection, maintenance, repairs and other
costs as to Leased Property required under the Lease, including, without
limitation, those costs described in Paragraphs 10 and 12 of the Lease, and
those items set forth n Sections 7, 9, 10 and 11 of this Sublease.

          B.   INCREASE IN BASE RENT.

          [1] In the event that the ownership of the leased Property is conveyed
     to the LRA during the Term or a Renewal Term of this Sublease, as defined
     in Section 6 hereof, the Base Rent shall be increased by the LRA on a per
     square foot basis per annum to reflect any acquisition costs required by
     the Government with respect to the Leased Property to the paid to the
     Government by the LRA; provided, however, the LRA shall use its reasonable
     best efforts to obtain in a no cost economic development conveyance of the
     Leased Property from the Government. Such increase in Base Rent shall be
     effective as of the date of the LRA's acquisition of the Leased Property.

          [2] The Base Rate beginning in 1998 may be increased by the LRA on a
     per square foot basis per annum to reflect the loss of Base Rent, as set
     forth in Subsection A hereof, as a result of UDLP's vacating of Building F,
     G and L which loss of Base Rent is not offset by replacement tenant Base
     Rent; provided, however, the adjustment Base Rent may not exceed the
     following amounts per annum:

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          YEAR           ANNUAL CEILING PER SQUARE FOOT
          ----           ------------------------------

          1998                     $2.40
          1999                      3.07
          2000                      3.07

          C.   DECREASE IN BASE RENT.  During the Term or a Renewal Term of this
Sublease, as defined in Section 6, hereof, the Base Rent shall be decreased by
the LRA on a per square foot basis per annum effective as of the date of the
occurrence of one or more of the following events:

               [1] As of the date a replacement tenant acceptable to the LRA,
     which acceptance of the replacement tenant shall not be unreasonably
     withheld, for Buildings F. G, or L, all previously occupied by UDLP, said
     replacement tenant executes a sublease with the LRA and begins to pay rent
     in an amount per square foot per annum equal to or greater than the rent
     paid by UDLP per square foot; provided, however, such decrease shall not be
     effective as to Building F prior to 31 August 1998, as to Building G prior
     to 31 August 1997 and as to Building L prior to 28 February 1998.

               [2] As of the date the LRA is to reduce the project financing
     rate to below ten percent (10%) per annum for the capitalized costs
     associated with the providing of protection, maintenance and repair to NOSL
     as required in the lease or as recommended in the NOSL Facility
     Privatization and Reuse Plan, dated April 17, 1996;

               [3] A of the date any direct principal payments are made on the
     project financing referenced in [2] above by UDLP or HMSC which reduces the
     amount of principal of such capitalized costs;

               [4] As of the date UDLP or HMSC takes any other action or actions
     which results in cost savings to the LRA as it carries out its
     responsibilities at NOSL under the Lease, this Sublease or the Agreement;
     and

               [5] As of the date any federal grant is received to defray the
     capitalized costs of improving the facilities at NOSL which may be used by
     the LRA to reduce principal on the project financing of such capitalized
     costs referenced in [2] above.

          Notwithstanding anything in this Section 5 to the contrary, the Base
Rent per square foot per annum shall never be reduced below $1.95 per square
foot per annum. The LRA will not enter into a Sublease with any for profit
entity, including HMSC, at a rate lower than the Base Rate set forth herein.

          D.   PAYMENT OF BASE RENT. The Base Rent for the lease Property shall
be calculated on a per annum basis using the square footage subleased by the LRA
per annum to UDLP as set forth on EXHIBIT C, and such square footage shall be
multiplied by the Base Rent and divided into twelve (12) equal monthly
installments of Base Rent which shall be due and

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payable as of the first day of each calendar month beginning September 1, 1996.
The Base Rent for 19 August 1996 through 19 August 1997 shall be $2,085,636
payable in monthly installments of $173,803 each payable as provided in the
preceding sentence. The Base Rent for the Lease Property form 19 August 1996
through 31 August 1996 in the amount of $75,314.63 shall be paid by UDLP to the
LRA on or before 1 September 1996.

      6.  TERM. The Term of this Sublease shall be for one year beginning 19
August 1996 and ending 18 August 1997, but this Sublease may be renewed annually
thereafter upon sixty (60) days' prior written notice by UDLP to the LRA with
the Term being coterminous with the length of (i) the workload contract(s) with
the Navy for the Non-CIWS Work and the Additional Work, and (ii) all other work
obtained by UDLP from the Navy and any other customers to performed at the
Center, plus time sufficient to allow an orderly cessation of UDLP's operations
at the Center. UDLP has made certain projections with respect to the complement
of employees to be employed by UDLP at NOSL as more particularly set forth under
the heading "Total United Defense Jobs" on EXHIBIT B to the Agreement, and UDLP
agrees that it will certify to the LRA the actual number of Total United Defense
Jobs as of 19 August of each year of the Term of this Sublease. In making such
certification, UDLP shall be entitle to justify any taking into account the
various provisions of this Agreement, including, but not limited to, Sections
1.D, 19 and 24 thereof. In the event that (i) the Total United Defense Jobs, as
certified by UDLP, and not justified pursuant to the provisions of the Agreement
as aforesaid, drops below such projection by more than ten percent (10%) during
any year of the Term (measured in terms of anniversaries from the Hot Turnover
Date), UDLP shall present to the LRA a written projection revising EXHIBIT B to
the Agreement to reflect UDLP's then current projections with respect to the job
complement of employees employed by UDLP at NOSL projected out at least five (5)
years, If the LRA determines that the projected UDLP job complement is not of a
sufficient number to justify the LRA's continuous of this Sublease, the LRA may
terminate this Sublease as of the end of the lease year of 18 August; provided,
however, any such termination notice shall provide UDLP with at least 180 days
prior written notice of such termination. This Sublease may also be terminated
by the LRA in the event the Navy terminates its workload contract(s) for the
Non-CIWS Work with UDLP at NOSL.

      7.  INDEMNITY AND INSURANCE. In addition to the indemnity obligations set
forth in Paragraph 16 of the Lease as to the Leased Property, UDLP shall
indemnify and save harmless the LRA against and from any and all claims by an on
behalf of any person(s), firms(s) or corporation(s) arising from the conduct or
management of or from any work or thing whatsoever done in, about or by the
Leased Property, which was not contributed to or caused by or at the instance of
the LRA or its representatives. UDLP shall, at its sole cost and expense, keep
the Leased Property, insured for the benefit of the Government, the LRA and UDLP
in an amount equal to the full replacement value thereof (excluding excavation
and foundation costs), against loss or damage by fire, against all risks covered
by standard extended coverage endorsement, and against such other risks as may
be deemed necessary by the LRA. Notwithstanding Paragraph 17.2.2 and 17.3.1 of
the Lease, UDLP shall carry general/public liability insurance in an amount of
$3,000,000/$5,000,000. In addition, UDLP will maintain such additional
insurance as required by Paragraph 17 of the Lease. The Government and the LRA
shall be named as

<PAGE>

additional insured under all such insurance policies, and UDLP shall comply with
the requirements of Paragraphs 17.4 and 17.5 of the Lease.

      8.  NO WARRANTIES. The LRA makes no warranties whatsoever concerning the
Leased Property and all Leased Property provided to UDLP under this Sublease
shall be on an "as is, where is" basis with no warranties whatsoever, with the
exception that, on a continuing basis throughout the term of this Sublease, the
LRA does hereby represent and warrant to UDLP, with respect to the Leased
Property, that the LRA has either the unencumbered ownership of, or a lease from
the Government for, the Leased Property sufficient to provide UDLP the full,
quiet, and unimpaired leasehold enjoyment of the entire Leased Property for the
full term of this Sublease, free and clean of any conflicting right of occupancy
or use by any other person or entity. It is further understood that nothing in
this Section shall diminish or otherwise affect obligations of the parties
relating to environmental indemnities, covenants or releases.

      9.  TAXES. The LRA shall grant to UDLP the right, at UDLP's sole costs, to
contest any assessment or levy of real or personal property taxes in the name of
and with the cooperation of the LRA. The LRA shall cooperate with and assist
UDLP, at UDLP's sole costs, in applying for tax exemptions and/or tax abatements
with respect to the Leased Property. In the event it is finally determined,
after the exhaustion of administrative and/or judicial appeals, that UDLP is
liable for such assessment or levy of real or personal property taxes, or other
governmental charges, general and special, UDLP shall pay the same as Additional
Rent.

      10. UTILITIES AND MAINTENANCE. UDLP shall pay for all water, gas,
electricity and other utilities servicing the Leased Property. UDLP shall
maintain all buildings and improvements, including all structural components,
covered by this Sublease in accordance with generally accepted maintenance
standards subject to inspection by the LRA to determine compliance with such
maintenance standards and consistent with Paragraph 12, of the Lease.

      1l. MAINTENANCE OF PERSONAL PROPERTY. UDLP shall maintain Personal
Property furnished by the LRA under this Sublease consistent with Paragraph 12
of the Lease and the Maintenance standards agreed to by the Navy, the LRA and
UDLP. The LRA may, subject to Government Security Restrictions, inspect the
Personal Property from time to time, upon reasonable notice to UDLP, to
determine compliance with the foregoing. In the event that the Navy funds
replacement of such Personal Property, or augmentation of such Personal
Property, to maintain or improve the state of the art of operations, any such
replacement or new Personal Property, will fall under this Sublease to the
extent it is added to or falls under the Lease with the Navy, or is otherwise
transferred to the LRA by the Navy. UDLP shall notify the LRA in advance in
writing in the event UDLP seeks to have the Navy fund replacement of such
Personal Property or the Augmentation of such Personal Property to maintain or
improve the state of the art of operations by UDLP of the Personal Property.
Equipment that is acquired by UDLP that is not such replacement or new Personal
Property, as referenced in the preceding sentence, shall be the property of
UDLP.

      12. UTILIZATION OF EQUIPMENT.  UDLP will cooperate with other tenants of
NOSL by subcontracting with respect to using certain under-utilized pieces of
Personal Property; provided,

<PAGE>

however, such cooperation shall not (i) require UDLP to incur any capital or
other expenditure to acquire or remove equipment or (ii) unreasonably interfere
with UDLP's production and/or utilization of said equipment. UDLP will cooperate
with the LRA to establish the Workforce Development Training Center at NOSL and
will assist in the providing of "hands on" training.

      13. TRANSITION IMPROVEMENTS. UDLP shall perform the transition
improvements required to promote privatization in place at NOSL with respect to
the Primary Premises, listed on EXHIBIT C, and in accordance with the provisions
of Paragraph 5 of the Agreement and as set forth in Appendix Table C-1 of the
NOSL Facility Privatization and Reuse Plan, dated April 17, 1996, a copy of
which is attached as EXHIBIT F to the Agreement. The transition improvements
shall be performed to the Primary Premises n accordance with the Priority set
forth in Appendix Table C-1 aforesaid; provided, however, Priority 3 transition
improvements shall not be required to be performed unless this Sublease is in
effect for a total or more than five (5) years or if such transition
improvements are required under Paragraph 6 of the Lease. The transition
improvements with respect to the Primary Premises shall be performed at the sole
cost and expense of UDLP; provided, however, nothing herein shall deem to
prejudice any right of UDLP to seek reimbursement of such expenses under the
workload contracts, and other contract, agreement or law. The estimated costs
set forth on EXHIBIT F to the Agreement represent the LRA's current best
estimate of the costs for such transition improvements. It is parties' intent
that all such transition improvements be performed in as cost effective a manner
as possible in accordance with all applicable laws, rules, regulations,
ordinances and codes.

      14. PERMITS AND LICENSES. UDLP shall obtain all necessary permits and
licenses to carry on its operations at NOSL after the Hot Turnover Date
including, without limitation, the environmental permits required by Paragraph
13.2 of the Lease. The LRA will use its best efforts to assist UDLP in obtaining
such permits and licenses.

      15. INCENTIVES.  The LRA will use its best efforts to assist UDLP in
obtaining available monetary, tax and other incentives from local, state and
federal governmental authorities and/or agencies.

      16. ENVIRONMENTAL MATTERS.

          A.   DEFINED TERMS.  As used in the Sublease, the following terms
shall have the meanings set forth below:

               [1]  "CERCLA" shall mean the Comprehensive Environmental
     Compensation, and Liability Act of 1980, as amended by the Superfund
     Amendments and Reauthorization Act of 1986, 42 USC 9601 ET. SEQ.

               [2] "Damages" shall mean all damages, and includes, without
     limitation, punitive damages, liabilities, costs, losses, fines, penalties,
     demands, claims, personal injury, property damage, cost recovery actions,
     lawsuits, administrative proceedings, orders, response action costs,
     compliance costs, investigation, operation or

<PAGE>

     monitoring expenses, reasonable consultant fees, reasonable attorneys' and
     paralegals' fees, and litigation expenses.

               [3] "Environmental Assessments" shall mean the inspections and
     reports as to environmental matters pertaining to NOSL including, without
     limitation, the Environmental Baseline Survey prepared by Brown & Root
     Environmental, dated December 1995 for the Navy, and the RCRA Facility
     Investigation and the RCRA Facility Assessment.

               [4] "Environmental Claim" shall mean any investigation, notice,
     violation, demand, allegation, action, suit, injunction, judgment, order,
     consent decree, lien, proceeding, complaint, or claim (whether
     administrative, judicial, or private in nature) arising (a) pursuant to, or
     in connection with, an actual violation of or an alleged violation asserted
     by a Governmental Authority or private party of any Environmental Law, (b)
     in connection with any Hazardous Material or any Hazardous Material
     Activity, (c) from any abatement, removal, remedial, corrective, or other
     response action in connection with a Hazardous Material or Environmental
     Law or (d) from any actual damage, injury, threat, or harm to the
     environment.

               [5] "Environmental Law" shall mean any current Legal Requirement
     pertaining to (a) the protection of the environment, (b) the protection or
     use of surface water and groundwater, (c) the management, manufacture,
     possession, presence, use, generation, transportation, treatment, storage,
     disposal, Release, threatened Release, abatement, removal, remediation or
     handling of, or exposure to, any Hazardous Material or (d) pollution
     (including any Release to air, land, surface water, and groundwater), and
     includes, without limitation, CERCLA, RCRA, Federal Water Pollution Control
     Act, as amended by the Clean Water Act of 1977, 33 USC 1251, et. seq.,
     Clean Air Act of 1966, as amended, 42 USC 7401 et. seq., Toxic Substances
     Control Act of 1976, 15 USC 2601 et. seq., Hazardous Materials
     Transportation Act, 49 USC 1801 et. seq., Oil Pollution Act of 1990, 33 USC
     2701 et. seq., Emergency Planning and Community Right-to-Know Act of 1986,
     42 USC 11001 et. seq., National Environmental Policy Act of 1969, 42 USC
     4321 ET. SEQ., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f)
     ET. SEQ., and all other applicable Federal, state and local environmental
     laws, regulations and standards.

               [6] "Environmental Performance Provisions" shall mean the
     provisions of Paragraph 13 of the Lease.

               [7] "Governmental Authority" shall mean any federal, state,
     regional, county, or local person or body having governmental or
     quasi-governmental authority or subdivision thereof.

               [8] "Hazardous Material" shall mean any material classified as a
     "hazarded substance" pursuant to CERCLA, as well as any hazardous, solid or
     special waste, any pollutant or toxic substance, or other regulated
     material under any other

<PAGE>

     Environmental Law, and any substance that constitutes or contains gasoline,
     diesel fuel or other petroleum hydrocarbons or products or their common
     chemical constituents.

               [9] "Hazardous Material Activity" shall mean any activity, event,
     or occurrence involving a Hazardous Material, including, without
     limitation, the manufacture, possession, presence, use, generation,
     transportation, treatment, storage, disposal, release, abatement, removal,
     remediation, handling of or corrective or response action to any Hazardous
     Material.

               [10] "Legal Requirements" shall mean any treaty, convention,
     statute, law, regulation, ordinance, Governmental Approval, Injunction,
     judgment, order, consent decree, or other requirement of any Governmental
     Authority.

               [11] `RCRA" shall mean the Solid Waste Disposal Act, as amended
     by the Resource Conservation and Recovery Act of 1976 and Hazardous and
     Solid Waste Amendments of 1984, 42 USC 6901 ET. SEQ.

               [12] "Release" shall mean any spilling, leaking, pumping,
     pouring, emitting, emptying, discharging, injecting, escaping, leaching,
     dumping, or disposing into the environment, including, without limitation,
     the abandonment or discarding of barrels, drums, containers, tanks, and
     other receptacles containing any hazardous Materials.

          B.   UDLP'S INDEMNIFICATION OF THE LRA

               [1] As used herein, the term "Post-occupancy Condition" shall
     mean any activity, omission, event, occurrence, Release, or condition that
     was created, caused or contributed to by UDLP, or, to any extent, resulted
     from the operation of UDLP's business at the NOSL after the Hot Turnover
     Date.

               [2] UDLP shall indemnify and hold harmless, the LRA from any
     Damages and Environmental Claims to the extent they arise from a
     Post-occupancy Condition related to the use production, generation,
     storage, treatment, disposal, sale, transfer, transportation or Release of
     any Hazardous Material at NOSL by UDLP.

               [3] Notwithstanding the above, this indemnification extends only
     to that portion of any activities, occurrences, omissions, events, Releases
     or conditions created, caused or contributed to by UDLP, its employees,
     agents, servants, guests, invitees, and subcontractors.

          C.   INDEMNIFICATION PROCEDURES.

               [1] The LRA shall provide a written and reasonably detailed
     notice (the "Indemnity Notice") to UDLP promptly and no later than thirty
     (30) days after first learning of facts or circumstances which could
     reasonably be anticipated to provide the basis of a claim for
     indemnification (the "Indemnity Claim"), provided that an untimely

<PAGE>

     Indemnity Notice shall not bar an Indemnity Claim but shall reduce the
     UDLP's liability to the extent the delay increases the amount or magnitude
     of the Indemnity Claim or to the extent that UDLP's ability to defend the
     Indemnity Claim is prejudiced thereby.

               [2] UDLP shall have the right to control the defense, response,
     proceedings, and any settlement for an Indemnity Claim which arises from a
     claim or demand by third party (a "Thirty Party Claim"). No later than ten
     (10) days after its receipt of the Indemnity Notice (the "Election Date"),
     UDLP shall notify the LRA whether UDLP elects to defend the LRA against the
     Third Party Claim. During said ten (10) day period, the LRA may file at
     UDLP's expense any pleading the LRA reasonably deems necessary to protect
     its interests, provided that such pleading does not result in an adverse
     final conclusion of the Third Party Claim or prejudice UDLP's ability to
     defend the Third Party Claim.

               [3] If UDLP elects by the Election Date to control the defense,
     response, proceedings, and any settlement for any Third Party Claim, then

                    [a]  UDLP shall diligently pursue a final conclusion as it
          determines to be appropriate.

                    [b]  The LRA shall have the right to monitor and participate
          in the defense of the Third Party Claim at its expense; and

                    [c] UDLP and the LRA shall cooperate reasonably, including
          as to contested claims, counterclaims, availability of witnesses and
          documents.

               [4] If UDLP [i] does not elect by the election date to control
     the defense, response, proceedings, and any settlement for any Third Party
     Claim or [ii] elects by the Election Period to do so, but fails to
     diligently pursue a final conclusion, then:

                    [a]  The LRA shall control the defense, response,
          proceedings, and any settlement and shall diligently pursue a final
          conclusion as it determines to be appropriate; and,

                    [b] The LRA shall not consent to any judgment or enter into
          any settlement without the written consent of UDLP, which shall not be
          unreasonably withheld.

               [5] If the Indemnity Claim is not a Third Party Claim, then by
      the Election date UDLP shall deliver written notice to the LRA
      specifying any dispute of the Indemnity Claim and the basis for any such
      dispute; provided, however, that the failure of UDLP to deliver such
      notice shall not affect its ability to later dispute its liability for the
      Indemnity Claim. If the parties are unable to resolve any such dispute,
      then the parties

<PAGE>

      shall have all rights and remedies at law or equity, including the right
      to commence an action to resolve the dispute.

               [6] Any part of the defense, response, proceedings, or settlement
     for an Indemnity Claim which involves investigation, study, sampling,
     testing, abatement, cleanup, removal, remediation, or other response action
     ("Response Action") to remove, remediate, clean up, or abate any Release,
     or disposal or Hazardous Materials or a violation of Environmental Laws
     shall be conducted in accordance with the Response Action procedures set
     forth in D below.

          D.   RESPONSE ACTION PROCEDURES (UDLP's INDEMNIFICATION OF THE LRA).

               [1] The following procedures apply to any Response Action within
     the scope of UDLP's indemnification of the LRA ("Indemnified Response").

                    [a] UDLP shall have the right to implement and control in
          accordance with any applicable Environmental Law any Indemnified
          Response which may arise;

                    [b] UDLP shall select one or more environmental engineers or
          consultants subject to the reasonable approval of the LRA ("Approved
          Environmental Consultant") to plan, conduct, coordinate, and supervise
          any Indemnified Response which may arise;

                    [c] UDLP shall arrange for any Approved UDLP Environmental
          Consultant to prepare in compliance with any Applicable Environmental
          Law a Response Action Plan for any UDLP's Indemnified Response, which
          Response Action Plan shall be designed to (a) achieve compliance with
          applicable Environmental Laws, (b) minimize the disruption of
          operations at NOSL and, (c) in the absence of corrective action or
          cleanup level specifications required by applicable Environmental Laws
          or Governmental Authority, contain such specifications as reasonably
          determined to be practicable by and Approved UDLP Environmental
          Consultant;

                    [d] The LRA shall have the right reasonably to monitor any
          Response Action at its own cost and expense. UDLP shall provide a
          reasonable opportunity to the LRA for review and comment in advance of
          each final Response Action Plan, material Response Action and material
          filing with an applicable Governmental Authority. UDLP shall
          reasonably address any timely received comment of the LRA, but the
          final decision as to any action in connection with the Response Action
          Plan, material Response Action or material filing shall be made by
          UDLP;

<PAGE>

                    [e] Each party shall timely provide to the other any
          information or document concerning any Indemnified Response reasonably
          requested in writing by the other;

                    [f] If UDLP implements and controls the Indemnified
          Response, then UDLP shall have no liability for any costs or expenses
          incurred by the LRA in connection with the Indemnified Response,
          including but not limited to costs incurred in overseeing, monitoring,
          reviewing and commenting on the Indemnified Response.

          E.   ENVIRONMENTAL PROTECTION PROVISIONS.  UDLP shall comply with all
     of the Environmental Protection Provisions of the Lease applicable to it as
     a Sublesse all as set forth in Paragraph 13 of the Lease.

          F.   CONFLICTING PROTECTIONS.  In the event of any conflicts between a
     provision of this Section 15 and a provision of Paragraph 14 of the Lease
     or Part A of EXHIBIT F to the Lease, Paragraph 14 of the Lease and Part A
     of EXHIBIT F to the Lease shall take precedence.

      17. COMPLIANCE WITH LAW. In addition to the requirements of Paragraph 13
of the Lease, UDLP shall comply with all Federal, state and local laws, rules,
regulations and standards which are applicable to the operations of UDLP and its
occupancy of the Leased Property now or hereafter on or about the same existing
at any time during the continuance of this Sublease.

      18. DEFAULT. If either party shall be in default in the observance or
performance of any covenant or agreement under this Sublease, including, but not
limited to, the default in the covenant to pay rent, the non-defaulting party
shall give defaulting party notice in writing of the default. Except with
respect to the payment of rent under Section 5 of this Sublease, defaulting
party shall have thirty (30) days after such notice is received to remedy the
default. if defaulting party has not remedied the default within said thirty
(30) days or if defaulting party has not begun, in good faith, to undertake
diligently to remedy the same, within said thirty (30) day period then, the
non-defaulting party shall have the right to terminate this Sublease without
further notice to defaulting party, but such termination shall not deprive the
non-defaulting party of any other remedy or action provided by law for the
recovery of possession, rent, damages or equitable relief occasioned by the
default. If the default is with respect to the payment of rent, the LRA shall
give UDLP notice in writing of such default, and UDLP shall have five (5) days
after such notice is received to remedy such default. If the default consists of
the failure to pay rent and UDLP has not remedied the same within said five (5)
day cure period, then, the LRA shall have the right to terminate this Sublease
without further notice to UDLP, but such termination shall not deprive the LRA
of any other remedy or action provided by law for the recovery of possession,
rent and damages occasioned by the default. UDLP shall pay the LRA all costs and
charges incurred in enforcing this Section of the Sublease in collecting
delinquent rent, including reasonable fees of attorneys employed by the LRA in
connection with such enforcement.

<PAGE>

      19. COORDINATION OF NOSL FACILITY SERVICES. Notwithstanding the separate
obligations of UDLP to pay (A) for all utilities servicing the Leased Property
as set forth in Section 10 hereof, (B) for the costs of maintaining all
buildings and improvements within the Leased Property as set forth in Section 10
hereof and (C) the costs to maintain the Personal Property as set forth in
Section 11 hereof, the LRA and UDLP agree that it may be in their respective
economic best interests to provide for the payment of such items on a pro rata
basis as the part of a collective operations and Maintenance Contract which may
include the LRA, UDLP, HMSC and the navy operations at NOSL. In such event, the
requirements of Section 10 of this Sublease shall be deemed to be satisfied if
UDLP shall pay the costs associated with such Operations and Maintenance
Contract on a pro rata basis, and this Sublease shall be so amended to reflect
the same. The LRA shall be entitled to a contract administration fee equal to
five percent (5%) of the gross amount of the Operations and Maintenance Contract
for its administration of same.

      20. ARBITRATION. All claims, disputes and other matters in question
arising out of, or relating to, this Sublease or the Sublease or the breach
thereof, that have not been resolved amicably by the parties, including, without
limitation, those matters set forth in Section 18 hereof, shall be decided by
arbitration in accordance with KRS Chapter 417 and the Rules of the American
Arbitration Association as existing, from time to time, unless the parties agree
otherwise. Each of the parties may nominate one arbitrator, and the two
arbitrators nominated by the parties shall select a third arbitrator from a list
submitted by the American Arbitration Association. The decision of the panel of
arbitrators shall be final and binding, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof. The
award shall be in writing and signed by the arbitrators joining in the award.
The arbitrators shall deliver a copy of the award to each party by certified
mail, return receipt requested. The panel of arbitrators shall deliver its award
within jurisdiction thirty (30) days of the submission to it; provided, however,
this time period may be shortened or extended by the mutual agreement of the
parties. Prior to filing a demand for arbitration, the complaining party shall
file a written notice to the other party setting forth the claims, disputes or
other matters in question, and the parties shall meet within seven (7) days
thereafter to attempt to resolve their differences, and the party to whom such
notice was delivered shall render its decision, in writing, concerning the
claim, dispute or other matters in question within seven (7) days following such
meeting. Notice of the demand for arbitration shall be filed in writing with the
other party to the Sublease and with the American Arbitration Association within
seven (7) days following receipt of the written answer as set forth in the
preceding sentence.

      21. AUTHORITY. Each party represents and warrants to the other party that
it has the authority to enter into this Sublease without the prior written
consent or approval of any other person or entity, that the person executing
this Sublease for such party has been duly authorized to execute the same and
that this Sublease shall be binding upon such party in accordance with its
respective terms.

      22.  LIMITATION ON DAMAGES.  Except with respect to Damages and/or
Environmental Claims, as defined in Section 16 hereof, in no event shall either
party be liable to the other party for any indirect, special, consequential,
incidental, multiple, exemplary or punitive damages with

<PAGE>

respect to any dispute or claim which may arise between the parties in
connection with this Sublease or its performance by either party; provided,
however, this Section shall not be construed to limit equitable or injunctive
relief against either party.

      23.  GENERAL PROVISIONS.

          A.   GOVERNING LAW.  This Sublease is to be governed by and construed
in accordance with the laws of the Commonwealth of Kentucky.

          B.   PARAGRAPH HEADINGS.  The headings of the several paragraphs of
this Sublease are inserted solely for the convenience of reference and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.

          C.   NOTICES.  All notices, requests and other communications
hereunder shall be in writing and shall be deemed to have been given if
personally delivered, sent by facsimile transmission or sent by certified mail,
return receipt requested and postage prepaid, addressed to:

     LRA:      Louisville/Jefferson County Redevelopment Authority, Inc.
               600 West Main Street, Suite 400
               Louisville, Kentucky 40202
               Attn:  President

               Copy to:  Grover C. Potts, Jr.
               Wyatt, Tarrant & Combs
               2500 Citizens Plaza
               Louisville, KY  40202

     UDLP:     United Defense L.P.
               163 Rochester Drive
               Louisville, Kentucky 40214
               Attn:  Michael L. Seale

               Copy to:  W.W. Warren
               United Defense LP
               4800 East River Road
               Minneapolis, Minnesota 55421

               Copy to:  Mr. Richard M. Sullivan
               Conliffe, Sandmann & Sullivan
               621 West Main Street
               Louisville, Kentucky  40202

All notices, requests and other communications shall be deemed received on the
date of actual receipt thereof. Either party may change the address or the
designation to which notices are sent under this Section by providing the other
party written notice thereof as provided for herein.

<PAGE>

          D.   SEVERABILITY.  If any provision of this Sublease or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the application
of such provisions to the other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law in order
to preserve the essential purpose of the Agreement.

          E. FURTHER ASSURANCES. Each party hereto agrees to do all acts and
things and to make, execute and deliver such written instruments as shall be
reasonably necessary to carry out the terms and provisions of this Agreement;
provided, however, that the party to whom a request is made to make, execute or
deliver such documents or to perform such additional acts shall not be liable
for any additional costs as a result thereof.

          F.   OTHER PARTIES.  Nothing in this Sublease shall be construed as
giving any person, firm, corporation or other entity, other than the parties
hereto, their successors and assigns, any rights, remedy or claim under or in
respect to this Agreement or any provision thereof.

          G.   TIME IS OF THE ESSENCE.  Time is of the essence with respect to
the performance by the parties of their obligations under this Sublease.

          H.   COUNTERPART COPIES.  This Sublease may be executed in several
counterparts each and every one of which shall be deemed to be an original.

          I. NO ASSIGNMENT BY UDLP. UDLP may not assign, sell, convey or
otherwise transfer its rights under this Sublease without the prior written
consent of the LRA; provided, however, no such consent shall be required for any
transfer (i) to another controlled affiliate of FMC Corporation or (ii) to any
entity which is acquiring substantially all of the assets of UDLP; provided,
further, with respect to such assignee no such assignment shall affect the
rights or obligations of the LRA or any assignee hereunder; and, provided,
further, such assignment shall contain no conditions which in any way relieve
the assignee from assuming and being bound to complete the balance of the
Sublease as it exists on the date of assignment as if such assignee had been an
original signatory hereto. Any such assignment shall be subject to Paragraph 5.1
of the Lease.

          J.   AMENDMENTS.  This Sublease may be amended by the parties at any
time.

          K.   CONFLICTING PROVISIONS.  In the event of any conflict between a
provision in this Sublease and a provision in the Agreement, the provision in
this Sublease shall take precedence.

          L. COMPLETE AGREEMENT. This Sublease contains the entire understanding
between the parties with respect to matters set forth herein, and no prior
stipulation, agreement or understanding, verbal or otherwise, between the
parties, or their agents, shall be valid or enforceable unless embodied in the
provisions of this Sublease.

          M.   WAIVER.  No waiver of any provision of this sublease shall be
valid and binding unless in writing and executed in the same manner as the
execution of this Sublease.

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the 19th day of August, 1996 but actually on the date below each signature.

                              LOUISVILLE/JEFFERSON COUNTY
                              REDEVELOPMENT AUTHORITY, INC.,
                              a Kentucky non-profit, non-stock corporation
                              and local redevelopment authority

                              By:  /s/ Frank Jemley, III
                                   ---------------------------------------------
                                       Frank Jemley, III, President
                                       Date:  19 August, 1996

                              UNITED DEFENSE L.P., a Delaware
                              limited partnership

                              By:  /s/ Frederick M. Strader
                                   ---------------------------------------------
                              Title:  Vice President and General Manager

                                           Date:  19 August, 1996

                              The undersigned, a duly authorized officer of FMC
                              Corporation, a Delaware Corporation, General
                              Partner in United Defense L.P. hereby attests and
                              certifies that Frederick M. Strader, Vice
                              President and General Manager of United Defense
                              L.P. has been delegated the requisite authority by
                              and on behalf of FMC Corporation to bind United
                              Defense L.P. to this Sublease in all respects.

                              FMC CORPORATION, a Delaware
                              corporation, General Partner

                              By:  /s/ William W. Warren
                                   ---------------------------------------------

                              Title:  Assistant Secretary

                              Date:  19 August, 1996

<PAGE>

                                PRIMARY PREMISES

                                    EXHIBIT C

--------------------------------------------------------------------------------
Building No.                            Square Footage
------------                            --------------
A                                       141,139
B                                       123,284
C                                       124,998
D                                       104,990
E South utility area                    5,100
0                                       2,927
23                                      518
31                                      1,608
41                                      518
48                                      15,817
51                                      4,148
52                                      4,148
55                                      ______
56                                      ______
62                                      27
65                                      4,288
66                                      4,288
74                                      6,153
81                                      566
85                                      843
87A                                     3,850
90                                      5,095
92                                      4,786
93                                      4,480
100                                     259
101                                     292
103                                     ______
111                                     675
113                                     4,480
120                                     1,500
125                                     374
126                                     374
127                                     374
128                                     70
135                                     500
Oxygen Tank                             ______
Tanks 60, 61, 95, 98 and 138
Ammonia Tank (West of G)

<PAGE>

--------------------------------------------------------------------------------
Nitrogen Tank (West of G)
--------------------------------------------------------------------------------
T31

--------------------------------------------------------------------------------




                                 Square Footage
                                 --------------


          19 August 1996   -    31 December 1997     1,042,818 sq. ft.*

          1 January 1998   -    31 December 1998       776,798 sq. ft.**

          1 January 1999   -    31 December 1999       632,012 sq. ft.

          1 January 2000   -    31 December 2000       632,012 sq. ft.

          1 January 2001   -    18 August 2001         632,012 sq. ft.


  *  Will be reduced by 107,504 square feet as to Building G sixty (60) days
     after the building is vacated, if vacated before 31 December 1997.

**   Will be reduced by 144,786 square feet as to Building F sixty (60) days
     after the building is vacated, if vacated before 31 December 1998.

<PAGE>

                                    EXHIBIT A

                       PRIVATIZATION CONTRACTOR AGREEMENT

          THIS PRIVATIZATION CONTRACTOR AGREEMENT is made and entered into as of
the 19th day of August, 1996, by and between LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
local redevelopment authority ("LRA") , with a mailing address of Suite 400, 600
West Main Street, Louisville, Kentucky 40202 and UNITED DEFENSE L.P. ("UDLP"), a
Delaware limited partnership comprised of the BMY Combat System Division of
Harsco Corporation, a Delaware corporation, and the Defense Systems Group of FMC
Corporation, a Delaware corporation, with a mailing address of 4800 East River
Road, Minneapolis, Minnesota 55421.

          W I T N E S S E T H:

          WHEREAS, the Base Realignment and Closure Commission, as hereinafter
defined, selected the Naval Ordnance Station, Louisville, a division of the
Naval Surface Warfare Center ("NOSL"), for closure and privatization in place of
the repair, overhaul and remanufacturing work currently being performed by the
United States Navy (the "Navy") at NOSL; and

          WHEREAS, the LRA was formed by the City of Louisville and Jefferson
County, acting by and through their respective executive and legislative
branches, to establish a method and means for the privatization in place of
NOSL; and

          WHEREAS, UDLP has made a proposal to the LRA with respect to the
privatization of a portion of the repair, overhaul and remanufacturing work
currently being performed at NOSL, and the LRA has selected UDLP as a
privatization contractor for NOSL in accordance with the terms and conditions
set forth herein.

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

          1.   DEFINITIONS.  For purposes of this Agreement, as hereinafter
defined, the following words and/or terms shall have the meanings set forth
below and such meaning shall take precedence:

          A.   "AAV" shall mean the Amphibious Assault Vehicle designed and
built by UDLP for the United States Marine Corps.

          B.   "Act: shall mean the Defense Base Closure and Realignment Act of
1990, Pub. L. No. 101-510, 104 Stat. 1808, 10 U.S.C. 2687, as amended, from
time to time.

<PAGE>

          C.   "Agreement" shall mean this Privatization Contractor Agreement,
as amended, from time to time.

          D. "Best Efforts: shall mean UDLP's commitment of business resources,
including monetary and personnel resources, sufficient to accord a high
probability of success to the matter in respect of which such commitment is
made, provided, however, that such commitment shall not impair or limit in any
way UDLP's ability to negotiate contracts with its customers and suppliers
containing prices and other terms acceptable to UDLP. It is expressly understood
by the parties that this Agreement does not impose a fiduciary standard on
either party and, notwithstanding the use of the term "best efforts", no
fiduciary relationship exists between the parties to this Agreement. The only
standard governing the conduct of the parties under this Agreement is one of
good faith and fair dealing. Additionally, the parties agree the term "best
efforts" shall not mean or be defined as in the case of IN RE BETTY ELIZABETH
HEARD, 6 Bankr. 876, 6 Bankr. Ct. Dec. (CRR) 1272 (1980).

          E.   "BRAC" shall mean the Base Realignment and Closure Commission as
established under the Act.

          F.   "CIWS" shall mean the Gun Center of Excellence to be established
by the LRA at NOSL.

          G.   "Center" shall mean the Gun Center of Excellence to be
established by the LRA at NOSL.

          H.   "Core Jobs" shall mean the jobs at NOSL for which employees will
be hired within four (4) months of the Hot Turnover Date, as set out in Section
9 hereof. Core Jobs does not include jobs for which employees will be hired on
or after the Hot Turnover Date to perform the Additional Work.

          I.   "FOTS" shall mean the Follow-On Technical Support repair and
overhaul of guns and other equipment for use on ships which have been or will be
transferred by the Navy to foreign government navies.

          J.   "HMSC" shall mean Hughes Missile Systems Company, a Delaware
corporation.

          K.   "Hot Turnover Date" shall mean the date upon which the
privatization in place at NOSL begins, and NOSL is turned over operationally by
the Navy to the LRA which date is scheduled to be 19 August 1996 or such later
date as determined by the Navy.

          L.   "NSFS" shall mean the Naval Surface Fire Support program
involving the Mark 45 gun upgrade.

          M.   "Non-CIWS Work" shall mean all of the repair, overhaul and
remanufacturing work to be performed for the Navy by UDLP at NOSL which work
does not include the CIWS, RAM and TAS work to be performed by HMSC at NOSL. The
Non-CIWS

<PAGE>


work performed at NOSL is set forth on EXHIBIT A which is attached hereto and
incorporated herein by reference.

          N. "OEM" shall mean the Original Equipment Manufacturer for the Navy.

          O. "Union" shall mean Local Lodge 830 of the International Association
of Machinists and Aerospace Workers, AFL-CIO.

          P. "Preferential Hiring Treatment" shall mean giving the right of
first refusal to fill job openings to former NOSL employees who are qualified
for such jobs and who were laid off as a result of the Navy Closing of NOSL.

          Q. "RAM" shall mean the Rolling Airframe Missile system repair,
overhaul and remanufacturing work to be performed at NOSL.  The OEM for RAM is
HMSC.

          R. "Sublease" shall mean the sublease by and between the LRA and UDLP
to be entered into contemporaneously with this Agreement.

          S. "TAS" shall mean the mark 23 Target Acquisition System repair,
overhaul and remanufacturing work currently being performed at NOSL. The OEM for
TAS is represented by HMSC.

     2.   HISTORICAL INFORMATION. NOSL was opened by the Navy in 1941 to provide
depot-level maintenance, overhaul, repair and remanufacturing of small to large
caliber naval guns and gun weapon systems. NOSL is the only remaining
full-service gun and gun weapons system facility in the United States. NOSL
encompasses 92 buildings on 142 acres, more or less, which include a total of
approximately 1,630,000 square feet of production, administrative, supply and
miscellaneous support space. In response to the BRAC recommendation that NOSL be
placed on the 1995 base closure list, the LRA was established to privatize in
place the workload at NOSL. In support of the privatization in place of NOSL,
UDLP and the City of Louisville and Jefferson County entered into a Cooperative
Agreement, dated 3 June 1995 (the "Cooperative Agreement"), in that regard.

     3.   SELECTION OF UDLP. On 7 March 1996 the LRA designated UDLP to be the
privatization contractor at NOSL to privatize in place the Non-CIWS Work at NOSL
subject to negotiation of a mutually acceptable agreement between the LRA and
UDLP. On March 12, 1996 the LRA notified the Navy of the selection of UDLP as a
privatization contractor at NOSL by facsimile transmission, a copy of which is
attached hereto as EXHIBIT D and incorporated herein by reference.

     4.   UDLP COMMITMENT TO CENTER. UDLP commits to establishment of the Center
as a world-class gun facility and will use its best efforts to cause the Center
to be successful UDLP's "best efforts" shall be governed by the definition as
set forth in Section 1.D. above and will include publicizing the establishment
of the Center in trade publications, and directing the work planned for the
Center described in EXHIBIT C, which is attached hereto and incorporated herein
by reference, to NOSL. UDLP commits to use its best efforts to seek a

<PAGE>


business relationship with United Parcel Service ("UPS") for the purpose of
establishing a regional, national, and international defense equipment logistics
and maintenance hub at NOSL and, consistent with Section 1.D. above, to commit
sufficient business resources to the relationship to give it a high probability
of success.

     5. TRANSITION COSTS. UDLP agrees that, as between the LRA and UDLP, and
without limiting UDLP's ability to recover such costs from the navy and/or other
agency of the U.S. Government, UDLP will be responsible for all transition costs
associated with the performance of the transition improvements as required to be
performed pursuant to Section 13 of the Sublease.

     6. EQUITABLE TREATMENT OF RETIREMENT ISSUES. UDLP agrees to use its best
efforts and will cooperate with the LRA in its attempt to find a reasonable
legislative or nonlegislative solution to the retirement benefits issues with
respect to current NOSL employees: provided, however, and subject to any
collective bargaining agreement between UDLP and the Union, it is understood
that UDLP shall have no obligation to pay such retirement benefits paid to
similarly situated employees at other UDLP operations; and provided, further, it
is understood that years of government service will not be used for purposes of
calculating the amount of such benefits.

     7. RECOGNITION OF UNION. UDLP reasonably expect to fill a majority of its
Production and Maintenance openings with employees from the bargaining unit
currently represented by the Union. Therefore, UDLP will recognize the Union as
the exclusive bargaining agent for the classifications described below when UDLP
becomes the Employer of record. UDLP will recognize the bargaining unit as all
Production and Maintenance employees excluding Programming, Tool Design, Quality
Assurance, Environmental, guards, supervisors as defined by the National Labor
Relations Act, office and clerical personnel, confidential, professional
employees and all salaried personnel. UDLP agrees to negotiate in good faith
with the Union to reach an agreement concerning the terms and conditions of
employment for members of the bargaining unit of UDLP at NOSL.

     8. WAGES AND BENEFITS. UDLP agrees that the wages to be paid to employees
within the UDLP bargaining unit at NOSL will not be less than the current wages
paid to such employees as of the Hot Turnover Date. UDLP agrees to provide
benefits to employees within the UDLP bargaining unit which are substantially
equivalent to the benefits provided by UDLP to its other hourly employees. UDLP
agrees to grant vesting credit to all current employees of NOSL hired by UDLP
for purposes of vesting under pension and/or retirement benefit plans provided
to bargaining unit employees of UDLP at NOSL. (Vesting means eligibility for the
benefit only; years of government service will not be used for purposes of
calculating the amount of the pension benefit.)

     9. COMPLEMENT OF EMPLOYEES.  As of the Hot Turnover Date, UDLP agrees
that it will give current employees of NOSL Preferential Hiring Treatment, and
that it will hire a minimum of 397 employees from the current NOSL work force to
perform core gun work and other work at NOSL as of the Hot Turnover Date.  As of
the Hot Turnover Date, UDLP will

<PAGE>

hire (a) an additional 25 employees from the current work force at NOSL to
perform the plating operations at NOSL; (b) an additional 50 employees from the
current work force at NOSL to perform supply services; and (c) an additional 90
employees from the current work force at NOSL to perform engineering services
relating to the current gun work and other work to be privatized by UDLP at
NOSL. In the aggregate, and as listed as Core Jobs on EXHIBIT B, which is
attached hereto and incorporated herein by reference, UDLP will hire a minimum
of 562 employees from the current NOSL work force as of the Hot Turnover Date to
perform the work described in this Section 9 subject to the future agreement
between the LRA, UDLP and the Navy as to the privatization of jobs referenced in
Section 9(b) and (c) hereof.

    10. COMMITMENT FOR ADDITIONAL WORK AT NOSL. As set forth on EXHIBIT B AND
C, UDLP agrees to perform the following categories of work at NOSL: (a) NSFS
engineering work on the MK 45 upgrade backfit; (b) new MK 45 machining work; (c)
MK 45 upgrade backfit work; (d) FOTS repair and overhaul of guns and other
equipment for use on ships which have been or will be transferred by the Navy to
foreign government navies; (e) AAV suspension upgrade work to be performed for
the United States Marine Corps; (f) new MK 96 patrol craft gun work; and (g) the
proposed UDLP/UPS defense equipment logistics and maintenance hub at NOSL as
described in Section 4 hereof. Items (a) through (g) as set forth on Exhibits B
and C are collectively referred to as "Additional Work." The estimated number of
employees to be hired by UDLP to perform the Additional Work commitment at NOSL
is set forth on EXHIBIT B. UDLP agrees that it will give Preferential Hiring
Treatment for the performance of Additional Work to former NOSL employees who
are laid off as a result of the Navy closing at NOSL. The individual numbers of
employees set forth on EXHIBIT B with respect to such Additional Work
constitutes UDLP's reasonable good faith projections as of 28 May 1996.

    11. NO TRANSFER OF CORE JOBS FROM NOSL. UDLP agrees that all of the Core
Jobs referenced in Section 9 above shall remain at NOSL and will not be moved or
transferred to any other location by UDLP. UDLP shall use its best efforts and
will encourage the Navy program manager(s) for the Non-CIWS Work to keep all
such Core Jobs at NOSL.

    12. NO COMPETITION BY MINNEAPOLIS. UDLP currently operates a facility in
Minneapolis which has the capacity for competing directly with NOSL. UDLP agrees
unconditionally that it will not compete for NON-CIWS Work or the Additional
Work, as described in Sections 9 and 10 above, at Minneapolis. This provision is
not intended to conflict with any prior written agreements which UDLP has with
any labor organizations or any other written agreements which UDLP currently
has.

    13. PLATING FUNCTION. UDLP agrees to operate the plating operation
currently operate at NOSL until such time as a commercial plating company,
acceptable to UDLP and the LRA, is selected by the LRA to become the permanent
operator of the plating facility. It is UDLP's intention to market the plating
facility aggressively and to establish a rapid turn around plating operation.
UDLP believes that the rapid turn around plating operation can be established in
conjunction with UPS whose cargo operations are located near NOSL.

<PAGE>

    14. INTERNATIONAL FLEET SUPPORT OFFICE. UDLP will establish an International
Fleet Support office at NOSL which will coordinate fleet needs for UDLP
privatized product lines at NOSL and will transfer a minimum of five (5) UDLP
employees to NOSL to staff this office.

    15.  SUBLEASE.  In the case of any conflicting provisions between this
Agreement and the Sublease, the provisions in the Sublease shall be controlling
and shall take priority over the provisions of this Agreement.


    16. COOPERATION. The LRA and UDLP, respectively, agree to cooperate with
each other with respect to matters covered by this Agreement. Each party will
provide reasonable assistance to the other party with respect to matters
involving the Navy. With respect to mutual issues concerning the Navy, the
parties will cooperate and present to the Navy a "united front."

    17. DEFAULT. If either party shall be in default in the observance or
performance of any covenant or agreement hereunder, including, but not limited
to the default in the covenant to pay rent under the Sublease, the non-
defaulting party shall give to the defaulting party notice in writing of such
default. Except as to the payment of rent under the Sublease, the defaulting
party shall have thirty (30) days after such notice is received to remedy the
default or, if such default may not be remedied within said time period, the
defaulting party shall have begun, in good faith, to undertake to remedy such
default in as short a period of time as possible. Any default regarding
Section 9 or 10 of this Agreement (taking into account the related provisions
hereof, including but not limited to Sections 1.D., 19, and 24) shall (i) be
callable not more than once within any year (measured in terms of anniversaries
from the Hot Turnover Date), and (ii) not be deemed to occur unless the Total
United Defense Jobs, as projected by UDLP as EXHIBIT B, falls more than ten
percent (10%) below the level specified on EXHIBIT B. In the event that the
defaulting party fails to remedy such default, the non-defaulting party shall
have the right to terminate this Agreement and the Sublease, subject to any
applicable further requirements regarding Sublease termination as set forth in
Section 8 of EXHIBIT D, but such termination shall not deprive the
non-defaulting party of any other action or remedy provided by law for the
recovery of damages occasioned by such default.

    18. FORCE MAJEURE. Neither party shall be liable for failure or delay in
performance under this Agreement or the Sublease which is due to any cause or
occurrence beyond the reasonable control of the party who has failed or delayed
in its performance. Without limiting the generality of the foregoing, such cause
or occurrence shall include strike, lockout work stoppage, war or other
violence, inability to obtain materials and supplies, fire, flood, natural
causes, any laws, proclamation, regulation or action of the U.S. Government
(acting in its contractual or sovereign capacity), interruption of or delay in
transportation, and act of God. In the event of the happening of any such
contingency, the party affected shall give immediate notice thereof to the other
party but not later than two (2) business days after the management of the party
affected shall first become aware of such contingency and shall be relieved from
its performance under this Agreement and the Sublease until such contingency has
been eliminated

<PAGE>

to the extent that the party affected has the ability to resume performance
under this Agreement and the Sublease.

    19. ARBITRATION. All claims, disputes and other matters in question arising
out of, or relating to, this Agreement or the Sublease or the breach thereof,
that have not been resolved amicably by the parties, including, without
limitation, those matters set forth in Section 18 hereof, shall be decided by
arbitration in accordance with KRS Chapter 417 and the Rules of the American
Arbitration Association as existing, from time to time, unless the parties agree
otherwise. Each of the parties may nominate one arbitrator, and the two
arbitrators nominated by the parties shall select a third arbitrator from a list
submitted by the American Arbitration Association. The decision of the panel of
arbitrators shall be final and binding, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof. The
award shall be in writing and signed by the arbitrators joining in the award.
The arbitrators shall deliver a copy of the award to each party by certified
mail, return receipt requested. The panel of arbitrators shall deliver its award
within thirty (30) days of the submission to it; provided, however, this time
period may be shortened or extended by the mutual agreement of the parties.
Prior to filing a demand for arbitration, the complaining party shall file a
written notice to the other party setting forth the claims, disputes or other
matters in question, and the parties shall meet within seven (7) days thereafter
to attempt to resolve their differences, and the party to whom such notice was
delivered shall render its decision, in writing, concerning the claim, dispute
or other matters in question within seven (7) days following such meeting.
Notice of the demand for arbitration shall be filed in writing with the other
party to the Agreement and with the American Arbitration Association within
seven (7) days following receipt of the written answer as set forth in the
preceding sentence.

    20. AUTHORITY. Each party represents and warrants to the other party that
it has the authority to enter into this Agreement without the prior written
consent or approval of any other person or entity, that the person executing
this Agreement for such party has been duly authorized to execute the same and
that this Agreement shall be binding upon such party in accordance with its
respective terms.

    21. NO ASSIGNMENT BY UDLP. UDLP may not assign, sell, convey or otherwise
transfer its rights under this Agreement without the prior written consent of
the LRA; provided, however, no such consent shall be required for any transfer
(i) to another controlled affiliate of FMC Corporation or (ii) to any entity
which is acquiring substantially all of the assets of UDLP; provided, further,
with respect to such assignee no such assignment shall affect the rights or
obligations of the LRA or any assignee hereunder; and, provided, further, such
assignment shall contain no conditions which in any way relieve the assignee
from assuming and being bound to complete the balance of the Agreement as it
exists on the date of assignment as if such assignee had been an original
signatory hereto.

    22. ENTIRE AGREEMENT.  This Agreement supersedes all prior and
contemporaneous agreements and understandings, written or oral, between the
parties hereto with respect thereto.  No claim of waiver, modification, consent
or acquiescence with respect to any of

<PAGE>

the provisions of this Agreement shall be made against either party, except on
the basis of a written instrument executed by and on behalf of such parties.

    23. UDLP CONTINGENCIES. The commitments and conditions herein as well as
those in the Sublease are subject to (i) the existence and application of
contracts covering the business committed to hereunder, (ii) the terms and
conditions of such contracts and (iii) any actions that may be taken by the U.S.
Government or any other customers that have a significant adverse impact on
UDLP's business; provided, however, UDLP shall use its best efforts to encourage
its customers to direct and/or retain Non-CIWS work and the Additional Work
specified herein at NOSL.

    24. ENVIRONMENTAL RELEASE PRIOR TO HOT TURNOVER DATE.  UDLP and the LRA
mutually release each other in perpetuity from any and all environmental
response action liability, remediation costs and damage to the environment or
natural resources resulting from or predicated upon hazardous substances,
pollutants, contaminants, toxic substances (including but not limited to
asbestos), petroleum or petroleum derivatives, as those terms are defined under
any law or regulation of the United States, Commonwealth of Kentucky, City of
Louisville or Jefferson County, (collectively referred to as "Environmental
Conditions") existing at or otherwise placed in or upon or disposed of at or
near NOSL prior to the Hot Turnover Date.

    25. GENERAL RELEASE PRIOR TO HOT TURNOVER DATE. UDLP and the LRA mutually
release each other in perpetuity from all liability for injury, death, disease,
propety damage or loss, and any labor or employment-related claims or damages
caused by the acts or omissions of the Navy, its employees, servicemen or women,
subcontractors or suppliers, or business guests (other than UDLP or the LRA, or
their repective representatives, employees, or suppliers) at NOSL prior to the
Hot Turnover Date.

    26. GOVERNING LAW.  This Agreement is to be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky.

    27. PARAGRAPH HEADINGS.  The headings of the several paragraphs of this
Agreement are inserted solely for the convenience of reference and are not a
part of and are not intended to govern, limit or aid in the construction of any
term or provision hereof.

    28. NOTICES. All notices, requests and other communications hereunder shall
be in writing and shall be deemed to have been given if personally delivered,
sent by facsimile transmission or sent by certified mail, return receipt
requested and postage prepaid, addressed to:

     LRA:      Louisville/Jefferson County Redevelopment Authority, Inc.
               600 West Main Street, Suite 400
               Louisville, Kentucky  40202
               Attn:  President

               Copy to:  Grover C. Potts, Jr.

<PAGE>

               Wyatt, Tarrant & Combs
               2500 Citizens Plaza
               Louisville, KY  40202

     UDLP:     United Defense L.P.
               163 Rochester Drive
               Louisville, Kentucky  40214
               Attn: Michael L. Seale

               Copy to:  W.W. Warren
               United Defense LP
               4800 East River Road
               Minneapolis, Minnesota  55421

               Copy to:  Mr. Richard M. Sullivan
               Conliffe, Sandmann & Sullivan
               621 West Main Street
               Louisville, Kentucky  40202

All notices, requests and other communications shall be deemed received on the
date of actual receipt thereof. Either party may change the address or the
designation to which notices are sent under this Section by providing the other
party written notice thereof as provided for herein.

    29. SEVERABILITY. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any
extent, the remainder of this Agreement and the application of such provisions
to the other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law in order to preserve the
essential purpose of the Agreement.

    30. FURTHER ASSURANCES. Each party hereto agrees to do all acts and things
and to make, execute and deliver such written instruments as shall be reasonably
necessary to carry out the terms and provisions of this Agreement; provided,
however, that the party to whom a request is made to make, execute or deliver
such documents or to perform such additional acts shall not be liable for any
additional costs as a result thereof.

    31. OTHER PARTIES. Nothing in this Agreement shall be construed as giving
any person, firm, corporation or other entity, other than the parties hereto,
their successors and assigns, any rights, remedy or claim under or in respect to
this Agreement or any provision thereof.

    32.  TIME IS OF THE ESSENCE.  Time is of the essence with respect to the
performance by UDLP of its obligations under Section 9 of this Agreement.

    33.  COUNTERPART COPIES.  This Agreement may be executed in several
counterparts each and every one of which shall be deemed to be an original.

<PAGE>

    34. LIMITATION ON DAMAGES. In no event shall either party be liable to the
other party for any indirect, special, consequential, incidental, multiple,
exemplary or punitive damages with respect to any dispute or claim which may
arise between the parties in connection with this Agreement or its performance
by either party; provided, however, this Section shall not be construed to limit
equitable or injunctive relief against either party.

    35. WAIVER OF CLAIMS. The LRA and UDLP hereby waive and agree not to assert
against each other any monetary claims, or other claims, action and/or causes of
action (collectively "Claims"), of any kind or nature, either known or unknown,
which either may have now or in the future may have against the other, arising
prior to the date of this Agreement, including as to the LRA, its employees, its
Board of Directors, the City of Louisville or Jefferson County, and as to UDLP,
its officers, employees and Board of Directors including its partner
corporations, including, without limitation, any Claims which either now has
with respect to the Cooperative Agreement, and the LRA and UDLP agree that from
this date forward the Cooperative Agreement shall be deemed to have been fully
satisfied and shall hereinafter be null, void and of no further legal effect. In
interpreting the preceding sentence, the parties specifically agree that no
Claim is waived or released in respect of any act or omission occurring on or
after the date of this Agreement, it being the parties' governing intention that
no Claim or other legal recourse of any nature is waived or released in respect
of this Agreement or the parties' obligations arising thereunder or with respect
thereto.

    36. TERM AND TERMINATION. As set forth in Section 3 hereof, UDLP has been
selected as the privatization in place contractor for the Non-CIWS Work at NOSL
such Non-CIWS Work to be performed by UDLP under contract(s) with the Navy. This
Agreement and the Sublease shall be for one year beginning 19 August 1996 and
ending 18 August 1997. This Agreement shall be renewed annually thereafter by
UDLP if the Sublease is renewed with the initial plus renewal terms of this
Agreement, in the aggregate, being coterminous with the length of the
contract(s) with the Navy for the Non-CIWS Work, all Additional Work (to the
extent UDLP is successful in using its best efforts to obtain the same) and all
other work obtained by UDLP under contract with the Navy, together with the
orderly cessation of UDLP's operations at the Center. Notwithstanding anything
to the contrary in this Section, it is the intention of the parties that the
equipment and space requirements provided by the LRA to UDLP under the Sublease
shall be as required by UDLP in order to perform all of its contracts with the
Navy for the Non-CIWS Work, the Additional Work and other work obtained by UDLP
from the Navy. The parties recognized that the various contracts between UDLP
and the Navy may be varied as to length. In the event that a specific
contract(s) with the Navy is proposed by UDLP to be performed at NOSL which
requires additional equipment and/or space, the LRA and UDLP agree to use their
respective best efforts to accommodate the performance of such contract(s) at
NOSL. In the event that the Navy decides to terminate contract(s) with UDLP for
specific work at NOSL, the LRA and UDLP will use their respective best efforts
to effectuate such termination with as little disruption to the remaining work
at NOSL as possible. In the event of any such termination by the Navy, UDLP
agrees to cooperate with the LRA, consistent with the terms of the Sublease,
with the transition to other privatization contractors.

<PAGE>

    37. CONDITION PRECEDENT. It is understood by the parties that a condition
precedent to the performance by either party of this Agreement on or after the
Hot Turnover Date is the receipt by each respective party of assurances,
satisfactory to each respective party, from the Navy that environmental
remediation will be performed at NOSL and that risk protection will be provided
by the Navy to the LRA, which risk protection will be provided to UDLP through
the Sublease, at such levels as will protect the LRA and UDLP, to their
respective satisfaction, with respect to third party (toxic tort) liability and
response action liability arising from related to or predicated upon any
Environmental Conditions existing at NOSL prior to the Hot Turnover Date.

    38. NO ABROGATION OF AGREEMENT.  Neither party shall abrogate any term or
condition of this Agreement.


        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 19 day of August, 1996 but actually on the date below each signature.

                                   LOUISVILLE/JEFFERSON COUNTY REDEVELOPMENT
                                   AUTHORITY, INC., a Kentucky non-profit,
                                   non-stock corporation and local redevelopment
                                   authority

                                   By:  /s/ Frank Jemley, III
                                   ---------------------------------------------
                                           Frank Jemley, III, President

                                   Date:  19 August, 1996


                                   UNITED DEFENSE L.P., a Delaware limited
                                   partnership

                                   By:  /s/ Frederick M. Strader
                                   ---------------------------------------------

                                   Title:  Vice President and General Manager

                                   Date:  19 August, 1996

                                   The undersigned, a duly authorized officer of
                                   FMC Corporation, a Delaware Corporation,
                                   General Partner in United Defense L.P. hereby
                                   attests and certifies that Frederick M.
                                   Strader, Vice President and

<PAGE>

                                   General Manager of United Defense L.P. has
                                   been delegated the requisite authority by and
                                   on behalf of FMC Corporation to bind United
                                   Defense L.P. to this Sublease in all
                                   respects.


                                   FMC CORPORATION, a Delaware corporation,
                                   General Partner

                                   By:  /s/ William W. Warren
                                   ---------------------------------------------

                                   Title:  Assistant Secretary

                                   Date:  19 August, 1996

<PAGE>

                                    EXHIBIT A

                         Non-CIWS Work performed at NOSL

Mark 45 5"/54 Gun Mount

     -2J Cog, Mod 1, Mod 1 Ordalt Inst, Mod 1 Pier Side, Ordalt
     Mfg., Ordalt Prototypes
Mark 75 76mm Gun System
     -2J Cog, Overhauls, Pier Side Support
Gun Barrels
     -for MK 45, Mk 42, Mk 75
Mark 19 Machine Gun
Mark 11 Salute Mount
Mark 68 20mm Mount
Mark 16 20mm Mount
Mark 2 81mm Mortar
Mark 4 60mm Mortar
Mark 15 CIWS (subcontract work to CIWS operator)
Mark 24 Target Designator Transmitter
Mark 79 Control Panel
Mark 10 Dummy Director
NAVICP 7H Cog Work
Mark 92 Fire Control System CASS/STIR Antenna
Mark 160 Gun Computing System
Mark 46 Optical Site
Mark 32 Surface Vessel Torpedo Tubes
*Mark 23 Target Acquisition System
NATO SeaSparrow Missile Launching System
Mark 36 Decoy Launching System
Mark 17 Turbine Pump Ejection System
Mark 19 Turbine Pump Ejection System
Mark 5 Terrier Launcher System
Ball Valves

*SUBJECT TO AGREEMENT BETWEEN LRA, UDLP ND HMSC

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                    EXHIBIT B
                                                                                                                    ---------

                                                                   TOTAL UNITED DEFENSE JOBS AT LOUISVILLE


                                                   1996      1997      1998      1999      2000      2001      2002      2003
                                                   ----      ----      ----      ----      ----      ----      ----      ----
<S>                                                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Privatized Guns Rep/Overhaul                        240       240       190       215       185       195       195       195
Privatized Other Rep/Overhaul                       157       157       127       142       122       132       132       132
Privatized Plating                                   25        25        25        25        25        25        25        25
Privatized Engineering*                              90        90        90        90        90        90        90        90
Privatized Supply*                                   50        50        50        50        50        50        50        50
                                                     --        --        --        --        --        --        --        --
Subtotal - Core Jobs                                562       562       482       522       472       492       492       492

New Intl Fleet Support Office                         5         5         5         5         5         5         5         5
New NSFS Mk 45 Engineering                           50        50        50        50        50        50        50        50
New FOTS                                             50       115       110       100        90        90        90        70
New Mk 45 Machining Work                                       15        30        30        30        30        30        30
New AAV Susp Upgrade                                           55       105       105       105       105       105       105
New Patrol Craft Gun (Mk 96)                                             30        50        50        50        50        50
New NSFS Mk45 Upgrade Bkft                                                        240       240       240       240       240
Jobs from UDLP/UPS Partnrshp                        unk       unk       unk       unk       unk       unk       unk       unk

TOTAL UNITED DEFENSE JOBS                           667       802       812      1102      1042      1062      1062      1042

Other Jobs for Reference

-Hughes CIWS                                        225       225       225       225       225       225       225       225
-Hughes Prvtzd Engrg                                 60        60        60        60        60        60        60        60
-Navy Engineering                                   125       125       125       125       125       125       125       125
-DCMO                                                25        25        25        25        25        25        25        25
-Plating New Optr Increment                                              25        25        25        25        25        25
Total Non-UDLP Jobe                                 435       435       460       460       460       460       460       460

TOTAL ALL JOBS                                     1102      1237      1272      1562      1502      1522      1522      1492


             Best United Defense Projections as of 19 February 1996.
</TABLE>

                    OTHER JOBS AT CENTER ARE SHOWN FOR REFERENCE

*Privatization of Engineering, General Services and Supply jobs is subject to
future agreement between the LRA, UDLP and the Navy.

UNITED DEFENSE PRIVATE

<PAGE>

                                                                       EXHIBIT C

                     UDLP ADDITIONAL WORK TO BE PERFORMED AT NOSL

Naval Surface Fire Support (NSFS)
This program is divided into two phases.

This 1st phase requires two guns to be upgraded as prototypes in 1996 for later
test. Any used gun which is required for prototyping will be inducted into the
NOSL facility, where disassembly and refurbishment operations will be conducted.
Any modification, new build, or reassembly and test operations will not be
conducted at the Center. No work on new guns which is required for the
prototyping phase will be conducted at the center. The Louisville work will
probably be started as organic Navy work at the Center and finished as UDLP
contract work there. The net job impact of this work after the Hot Turnover Date
is very small since the work must be completed in 1996.

The 2nd phase is planned to begin in 1999, when a Mk 45 gun backfitting program
will start. Current plans indicate that six guns will be upgraded yearly. While
not now in the budget, UDLP would expect to be successful in getting funds
programmed to do 60 total upgrades by 2010. Simultaneously, UDLP would be
building three new guns each year with the improved NSFS capability. UDLP would
do all the manufacturing work for the used guns at the Center (except for actual
modification kits).

The Mk 45 upgrade backfit portion of the NSFS program is expected to generate
240 new jobs at the Center beginning in 1999.

FOLLOW-ON TECHNICAL SUPPORT (FOTS)
This program is a 10 year long effort which is not now funded. VSE Corporation
doing business as a joint venture under the name BAV is expected to be the prime
contractor to the Navy. UDLP intents to be a subcontractor to VSE to perform
certain work.

The intended work which UDLP will conduct at the center is the normal repair,
overhaul and major maintenance of Navy ordnance systems which have historically
been done at NOSL. This work applies to classes of Navy surface combatants which
will be leased or otherwise conveyed to foreign navies and for which appropriate
work is contracted on the FOTS program.

The work UDLP will conduct at the Center will be on large items such as Mk 42
Naval Guns and Mk 112 ASROC Launchers. Each item for repair and overhual will be
separately evaluated for repair at pierside or at the Center.

The original FOTS prime contract was estimated by the US Navy to have a ceiling
value of $1 billion. UDLP estimates that 20% of the work under the contract will
be related to ordnance systems which can be repaired at the Center. This works
out to $20 million per year of work which could be done at the Center.

For market planning purposes, UDLP reduced this to $15

<PAGE>

million yearly. Also for planning purposes, we assume 33% of the work is
out-sourced. This leaves jobs for about 110 new jobs at the Center beginning in
1997.

AMPHIBIOUS ASSAULT VEHICLE (AAV) SUSPENSION UPGRADE
UDLP designed and built all the Marine Corps' AAVs. About 1,300 vehicles exist.
They are the current primary means by which the Marines go ashore in an
amphibious action. A new amphibious vehicle (AAAV) is being developed by the
Marine Corps. The AAAV will not go to production until about 2006. One likely
possibility is that the Marine Corps will upgrade the AAV for use during the
next 10-15 years, until the AAAV comes on-line. In this case, the Marine Corps
will probably try to perform this upgrade themselves in the Albany, Georgia
Depot. A key part of the upgrade is a suspension improvements. UDLP will seek to
perform the suspension upgrade at the Center under a partnership arrangement
with the Albany Depot. Thus UDLP will propose to do the AAV Suspension Upgrade
at the Center.

It is UDLP's understanding that the AAV Suspension Upgrade is in the
Government's budget. UDLP believes it is programmed over 6 years beginning 1997,
at a rate of 210 vehicles yearly. UDLP estimates that the new job impact is 105
employees continuously, beginning in mid-1997.

MK 96 GUN
The Mk 96 gun is a stabilized small caliber gun mount used on patrol craft. It
was developed by NOSL. Only 18 such mounts will have been delivered by the time
the supply of Mk 38 gun carcasses is consumed. There will continue to be a need
for stabilized mounts to be used on PC's. However, options for meeting the
requirement must be developed. Such options include a Mk 96 gun which is built
from scratch, a Mk 75 modified gun, or a 57 mm or 60 mm gun. The worldwide
market for such guns is believed to be about 400 units. The value of each gun
would be about $0.5-1.0 million. All of the work to build this gun would be
performed at the Center. We believe it would spread over about 6 or 7 years.
Substantial international competition will exist. The US would need to jump
start this program by funding sufficient work to design and build test units
which would compete with foreign sources.

NEW MK 45 MACHINING WORK
The new work being identified for placement into the Center consists of certain
existing work currently being conducted by suppliers of UDLP in the Minneapolis
area. It is close tolerance machining work on small to medium-sized components
of the Mk 45 Gun Mount. It will be low volume work on a range of 1000 to 1500
different part numbers, many of them requiring heat treat, plating and painting,
as well as machining.

NSFS ENGINEERING WORK
UDLP intends to employ engineers and other technical support personnel for
certain work on the new NSFS program as well as other Navy programs. The scope
of this work could cover aspect of product development and Life Cycle Support,
such as logistics, analysis, Realiability, Maintainability and Availability
(RM&A), Safety Engineering, Mechanical Engineering, Electrical Engineering,
Environmental, software engineering system engineering, test engineering and
technical services, etc. These personnel will be working on some modifications

<PAGE>

as well as some new design on certain programs which could include guns,
launchers, control systems. networks, sensors, computers and ordnance.

PROPOSED UDLP/UPS MAINTENANCE HUB
United Defense proposes to establish an arrangement with United Parcel Services
("UPS") in which UPS provides transportaion services and UDLP provides repair
services for a broad range of military equipment which would be shipped into
Louisville from around the world. We envision that this would be a rapid
turn-around service which would enable the Navy to reduce the inventory levels
of certain equipment now stocked at various intermediate stocking and control
points throughout the world. UDLP has signed a non-disclosure agreement with UPS
so that the parties can exchange information and explore opportunity. The next
step is the creation and signing of a memorandum of understanding. Target
products will be chosen for exploring the potential benefits to the Navy. UDLP
proposes to consolidate its operations for this venture in L Building.

<PAGE>

                           FIRST AMENDMENT TO SUBLEASE
                          OF REAL AND PERSONAL PROPERTY

          THIS FIRST AMENDMENT TO SUBLEASE OF REAL AND PERSONAL PROPERTY ("First
Amendment") is made and effective as of the 16th day of October, 1997, except as
herein otherwise provided, by and between the LOUISVILLE/JEFFERSON COUNTY
REDEVELOPMENT AUTHORITY, INC., a Kentucky non-profit, non-stock corporation and
local redevelopment authority ("LRA"), with a mailing address of 163 Rochester
Drive Louisville, KY 40214-2683 and UNITED DEFENSE L.P. ("UDLP"), a Delaware
limited partnership comprised of the BMY Combat Systems Division of Harsco
Corporation, a Delaware corporation, and the Defense Systems Group of FMC
Corporation, a Delaware corporation, with a mailing address of 4800 East River
Road, Minneapolis, Minnesota 55421.

          W I T N E S S E T H:

          WHEREAS, the LRA and UDLP entered that certain Sublease of Real and
Personal Property, dated 19 August 1996 (the "Sublease"), for the subleasing of
certain real and personal property located at the Greater Louisville Technology
Park ("GLTP"), formerly Naval Ordnance Station, Louisville, Division of the
Naval Surface Warfare Center; and

          WHEREAS, the LRA and UDLP have reached certain understandings and
agreements with respect to the acquisition of certain space, buildings, and/or
improvements at GLTP and have reached other understandings and agreements with
respect to the Sublease and desire to memorize said agreements and
understandings in this First Amendment.

          NOW, THEREFORE, for and in consideration of the premises, the Sublease
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the LRA and UDLP hereby agree as follows:

     1. ADDITIONAL SQUARE FOOTAGE TO BE ADDED TO SUBLEASE. The Primary Premises
sublease by the LRA to UDLP, as defined in Section 1.L. of the Sublease and as
more particularly described on EXHIBIT C to the Sublease, are hereby amended by
adding the following space, buildings and/or improvements in the square footage
and as of the effective dates set forth hereinafter:

--------------------------------------------------------------------------------
Building                        Square Feet                 Effective Date
--------                        -----------                 --------------
[1]    L5                       2,000                       1 November, 1996
[2]    96                       5,628                       1 August 1997
[3]    48
       VTC Room                 612                         1 August 1997
[4]    H                        13,723                      16 October 1997
--------------------------------------------------------------------------------

<PAGE>

     2. SQUARE FOOTAGE TO BE DELETED FROM SUBLEASE. The Primary Premises
subleased by the LRA to UDLP, as defined in this Section 1.L. of the Sublease
and as more particularly described on EXHIBIT C to the Sublease, are hereby
amended by deleting the following space, buildings and/or improvements in the
square footage and as of the effective dates set forth hereinafter:

--------------------------------------------------------------------------------
Building                        Square Feet                 Effective Date
--------                        -----------                 --------------
[1]    G                        107,504                     31 August 1997
[2]    48
       Basement except
       Room 19                    9,809                     16 October 1997
--------------------------------------------------------------------------------

     3. RENTAL. Base Rent and O & M costs, as defined in Section 5 of the
Sublease, shall be increased or decreased on a per square foot basis or as to O
& M costs by actual costs if available under the Sublease as of the effective
dates set forth in Section 1 and 2, respectively, of this First Amendment.

     4. IMPROVEMENT TO BUILDING H. As additional rent for Building H. UDLP shall
perform, at its sole expense, improvements to make Building H into a
state-of-the-art Engineering and Conference Facility in accordance with the
Statement of Work prepared by UDLP and dated 18 February 1997, more particularly
described on EXHIBIT 1 attached hereto and incorporated herein by reference.
Nothing herein shall deem to prejudice any right of UDLP to seek reimbursement
of such expenses under the Workload Contracts, any other contract, agreement or
law.

     5. NO FURTHER AMENDMENT. Except as specifically provided herein, the
Agreement has not been amended or modified, and the LRA and UDLP hereby ratify
and affirm that the Sublease is in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this Sublease as of
the 16th day of October, 1997 but actually on the date below each signature.

                                        LOUISVILLE/JEFFERSON COUNTY
                                        REDEVELOPMENT AUTHORITY, INC., a
                                        Kentucky non-profit, non-stock
                                        corporation and local redevelopment
                                        authority


                                        By:  /s/ Frank Jemley, III
                                             -----------------------------------
                                                Frank Jemley, III, President

                                        Date:  October 16, 1997
                                               ---------------------------------

<PAGE>

                                        UNITED DEFENSE L.P., a Delaware limited
                                        partnership


                                        By:  /s/ Frederick M. Strader
                                             -----------------------------------
                                        Title:  Vice President and General
                                        Manager

                                        Date:  October 3, 1997
                                               ---------------------------------

                                        The undersigned, a duly authorized
                                        officer of FMC Corporation, a Delaware
                                        Corporation, General partner in United
                                        Defense L.P. hereby attests and
                                        certifies that Frederick M. Strader,
                                        Vice President and General Manager of
                                        United Defense L.P. has been delegated
                                        the requisite authority by and on behalf
                                        of FMC Corporation to bind United
                                        Defense L.P. to this Sublease in all
                                        respects.

                                        FMC CORPORATION, a Delaware corporation,
                                        General Partner

                                        By:  /s/ William W. Warren
                                             -----------------------------------
                                        Title:  Assistant Secretary

                                        Date:  October 3, 1997
                                               ---------------------------------

<PAGE>

STATE OF KENTUCKY     )
                      )  SS
COUNTY OF JEFFERSON   )

     I, Meredith E. Apple, a Notary Public in and for the State and County
aforesaid, hereby certify that on the 16th day of October, 1997, there appeared
before me Frank Jemley, III, who s the President of Louisville/Jefferson County
Redevelopment Authority, Inc. a Kentucky non-profit, non-stock corporation and
local redevelopment authority, and who executed the foregoing and acknowledged
same on behalf of said corporation.

          My commission expires:  February 13, 2000.

                              /s/ Meredith E. Apple
                              --------------------------------------------------
                              NOTARY PUBLIC


STATE OF MINNESOTA  )
                    )  SS
COUNTY OF HENNIPIN  )

<PAGE>

     I William Warren, a Notary Public in and for the State and County
aforesaid, hereby certify that on the 3rd day of October, 1997, there appeared
before me Frederick M. Strader, in his capacity as Vice President and General
Manager of United Defense L.P., a Delaware limited partnership, who executed the
foregoing and acknowledged same on behalf of said partnership.

          My commission expires:  January 31, 2000.

                              /s/ William W. Warren
                              --------------------------------------------------
                              NOTARY PUBLIC

<PAGE>

STATE OF MINNESOTA    )
                      )  SS
COUNTY OF ANOKA       )

     I, Jill S. DuPay, a Notary Public in and for the State and County
aforesaid, hereby certify that on the 3rd day of October 1997, there appeared
before me William W. Warren, in his capacity as Assistant Secretary of FMC
Corporation, a Delaware corporation, General Partner of United Defense L.P., a
Delaware limited partnership, who executed the foregoing and acknowledged same
on behalf of said corporation.

          My commission expires:  January 31, 2000.

                                /s/ Jill S. Dupay
                              --------------------------------------------------
                              NOTARY PUBLIC

<PAGE>

                         ENGINEERING FACILITY RENOVATION
                                STATEMENT OF WORK
                                      02/18/1997

Purpose:  To renovate H building at the old Naval Ordnance Station into a state
of the are Engineering and Conference facility for United Defense, L.P.

Renovation of the existing structure is to be completed in two phases. Phase I
is for the demolition/renovation of the north section of H - building. The work
involved in renovating the north side of the building represents a small amount
of the south side conference center. Phase 2 consists of construction of a
conference center in the south section of H - building. Due to the volume of
work required in the south section, engineering will be operating in the north
section while construction of the conference center is completed. Please refer
to attached drawings CAF2.

                              PHASE I REQUIREMENTS
                              --------------------

1.     Replacement of foyer doors
2.     Replace of foyer floor
3.     Replacement of current cafeteria awning
4.     Front entrance landscaping
5.     Fill in interior windows in cafeteria managers office
6.     Relocation for projection screen on north wall
7.     Removal of counters
8.     Demolition of current conference room on west wall
9.     Removal of televisions located on columns (retained by UD)
10.    Replacement of windows (clear glass)
11.    Renovation of ceiling and lighting to provide a symmetrical look
12.    Removal of all kitchen equipment including fire suppression system
13.    Removal of water & gas piping to kitchen equipment
14     Renovation of HVAC system
15.    Stub up of power, phone, and computer lines to cubicles
16.    Fill in and door modifications to south wall
17     Drywalling of all exposed block walls
18.    Repaint entire engineering facility
19.    Carpet entire engineering facility
20.    Installation of exterior windows in the engineering managers office
21.    Installation of card key security system

*  In any event, Phase I will not exceed $244,000 in expenditures for the above
   listed requirements.


                                                                       EXHIBIT I
                                                                       ---------

<PAGE>



                         ENGINEERING FACILITY RENOVATION
                                STATEMENT OF WORK
                                   02/18/1997

                              PHASE 2 REQUIREMENTS
                              --------------------

1.     Removal of all kitchen equipment including fire suppression system
2.     Removal of all gas, water, and drain line
3.     Demolition of all interior walls (except mechanical room)
4.     Construction of new restrooms
5.     Construction of vending area
6.     Construction of secure visitors walkway and entrance from east lot
7.     Construction conference room
8.     Construction of tiered auditorium (seating for 70 to 80)
9.     Fill in of loading dock opening
10.    Replacement of existing doors
11.    Renovation of ceiling and lighting
12.    Installation of audio visual systems
14.    Renovation of HVAC system
15.    Installation of power, phone, and computer lines
16.    Construction of kitchenette in vending area
17.    Drywalling of all walls
18.    Repaint entire facility
19.    Carpet entire facility
20.    Landscaping of walkway to east parking lot


This is intended to be used as an informational document roughly explaining the
scope of work and the concept to be finalized by a licensed architect.

* Phase 2 will not be performed until adequate UDLP workload exists at the
Greater Louisville Technology Park to support the listed requirements.

<PAGE>

                                 AMENDMENT NO. 1
                                       TO
                            LEASE N62467-96-RP-00147

     THIS AMENDMENT NO. 1, dated the 27th day of September, 1996, made and
entered into by and between the Louisville/Jefferson County Redevelopment
Authority, Inc., hereinafter called "Lessee", and the United States of America,
acting by and through the Department of the Navy, hereinafter called
"Government":

                                   WITNESSETH:

WHEREAS, by Lease N62467-96-RP-00147, dated August 12, 1996, Government leased
to Lessee, certain lands and property therein described (hereinafter referred to
as the "Premises") for industrial/manufacturing purposes;

WHEREAS, the lease became effective on August 19, 1996;

WHEREAS, as consideration for the lease Lessee was to provide protection and
maintenance/repair services for the Premises further described therein;

WHEREAS, the Lessee was also to provide protection and maintenance/repair
services through a Cooperative Agreement with the Government for facilities
adjacent to the Premises and retained as Government occupied facilities;

WHEREAS, the Lessee will begin providing protection and maintenance/repair
services for the Premises required under their lease and services for the
Government occupied facilities under the Cooperative Agreement on October 1,
1996;

WHEREAS, it is in the best interest of the Government to continue to provide the
protection and maintenance/repair services for the Premises and the Government
occupied facilities through September 30 under the existing Government contracts
to ensure that the Premises and Government occupied facilities are properly
maintained in the interim until the Lessee begins providing services on October
1, 1996;

     NOW, THEREFORE, in consideration of the foregoing, the Government and the
Lessee agree as follows:

1. The Government shall continue to provide services to the Premises and the
Government occupied facilities under their existing contracts through September
30, 1996.

2. The Lessee agrees to provide all services to the Premises and the Government
occupied facilities beginning on October 1, 1996.

3. The Lessee agrees to provide a credit to the Government under the Cooperative
Agreement for the cost of services provided to the Government occupied
facilities after October 1, 1996 equivalent to the dollar value of services
provided to the Premises under the Government contracts for the period of August
19, 1996 to September 30, 1996.

      Except as herein modified, all terms and conditions of said lease shall
remain and continue in full force and effect.

<PAGE>

                               MODIFICATION NO. 2
                         TO LEASE NO. N62467-96-RP-00147


     THIS MODIFICATION, made and entered into this 18th day of November 1996, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

Paragraph 1. LEASED PREMISES. Revise drawing referred to as Exhibit "A" in
             ---------------
Paragraph one (1) to show Building L-5, Administration Office, Grid G-14, as
Louisville/ Jefferson County Redevelopment Authority, Inc. occupied in lieu of
Navy occupied.

All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

WITNESS                                UNITED STATES OF AMERICA


-----------------------------          By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer

                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVLOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
-----------------------------             --------------------------------------
                                       Title: President

<PAGE>

                               MODIFICATION NO. 3
                         TO LEASE NO. N62467-96-RP-00147

     THIS MODIFICATION, made and entered into this 24th day of February, 1996,
by between THE UNITED STATES OF AMERICA, acting by and through the Department
of Navy, hereinafter called the Government, and the Louisville/Jefferson County
Development Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that XXX Lease is and shall be amended effective this date as follows:

     Paragraph 1. LEASED PREMISES. Revise drawing referred to as Exhibit "A" in
Paragraph one XXX show Bldg. 123, Pass and I.D. Bldg., Grid-14; Structure 75,
Rec. Service Center, Grid-J5; Structure 131, Picnic Shelter, Grid-15; Ball
fields. Site 2, South of Rochester Drive; Bldg. L-2, XXX Bldg., Grid-I15; Bldg.
17, Storage Shelter, Grid-B17; and Bldg. 96, Police/Fire Station. XXX as
Louisville/Jefferson County Redevelopment Authority, Inc. occupied in lieu of
Navy XXX. The execution of a lease by Louisville/Jefferson County Redevelopment
Authority XXX) to the Greater Beechmont Youth Sports Program will serve as the
written notice of XXX for the Department of the Navy's existing License No.
N62467-95-RP-00075 issued XXX Greater Beechmont Youth Baseball.

All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

CURRENCE                               UNITED STATES OF AMERICA

By: [SIGNATURE APPEARS HERE]           By: [SIGNATURE APPEARS HERE]
   ----------------------------------     --------------------------------------
                                          Title: Real Estate Contracting Officer
Commanding Officer, Crane Division,
Naval Ordnance Station, Louisville, KY

         2/10/97                       LOUISVILLE/JEFFERSON COUNTY
------------------------               REDEVELOPMENT AUTHORITY

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: PRESIDENT
                                             -----------------------------------

<PAGE>


                                MODIFICATION NO.4
                        TO LEASE NO. N62467-96-RP-00147



     THIS MODIFICATION, made and entered into this 17th day of March, 1997, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that Lease is and shall be amended effective this date as follows:

     Delete Paragraph 1. LEASED PREMISES on Modification No. (3) in its entirety
and the following in lieu thereof:

     Paragraph 1. LEASED PREMISES. Revise drawing referred to as Exhibit "A" in
Paragraph one (1) to show Bldg. 123, Pass and I.D. Bldg., Grid-14; Bldg. L-2,
Storage Bldg., Grid-I15; Bldg. 17, Storage Shelter, Grid-B17; and Bldg. 96,
Police/Fire Station, Grid-H8 as Louisville/Jefferson County Redevelopment
Authority, Inc. occupied in lieu of Navy occupied.

Other terms and conditions of the Lease shall remain in full force and effect.

All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

CURRENCE                               UNITED STATES OF AMERICA

By: [SIGNATURE APPEARS HERE]           By: [SIGNATURE APPEARS HERE]
   ----------------------------------     --------------------------------------
                                       Title: Real Estate Contracting Officer
Commanding Officer, Crane Division,
Naval Ordnance Station, Louisville, KY

        10 MAR 97                      LOUISVILLE/JEFFERSON COUNTY
------------------------               REDEVELOPMENT AUTHORITY

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: PRESIDENT
                                             -----------------------------------

<PAGE>

                               MODIFICATION NO. 5
                         TO LEASE NO. N62467-96-RP-00147


     THIS MODIFICATION, made and entered into this 30th day of September, 1997,
by and between THE UNITED STATES OF AMERICA, acting by and through the
Department of the Navy, hereinafter called the Government, and the
Louisville/Jefferson County Redevelopment Authority, Inc., hereinafter called
the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

1. Paragraph 1. LEASED PREMISES. Revise drawing referred to as Exhibit "A" in
                ---------------
Paragraph one (1) to show Building 89 and Building 122, as Louisville/Jefferson
County Redevelopment Authority, Inc. occupied in iieu of Navy occupied.

All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer



                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: PRESIDENT
                                             -----------------------------------

<PAGE>


                               MODIFICATION NO. 6
                        TO LEASE NO. N62467 96 RP 00147

     THIS MODIFICATION, made and entered into this 1st day of October, 1997, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above Lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

1. Paragraph 1. LEASED PREMISES. Ballfields being occupied by Beechmont Youth
                ---------------
Sports shown on revised Exhibit "A" dated 29 September 1997 shall be considered
as being a part of the "Facilities" as that term is used in Paragraph 14(d) of
the Lease.

All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer


                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title:  PRESIDENT
                                             -----------------------------------

<PAGE>


                               MODIFICATION NO. 7
                        TO LEASE NO. N62467 96-RP-00147

        THIS MODIFICATION, made and entered into this 30th day of November,
1997, by and between THE UNITED STATES OF AMERICA, acting by and through the
Department of the Navy, hereinafter called the Government, and the
Louisville/Jefferson County Redevelopment Authority, Inc., hereinafter called
the Lessee;

        WHEREAS, the parties hereto desire to amend the above Lease entered into
the 12th day of August, 1996.

        NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

     1. Paragraph 1. LEASED PREMISES. Building 65 and 66, shown on revised
Exhibit "A" dated 29 September 1997 shall be considered as being a part of the
Premises as that term is used in Paragraph 1 of the Lease.

        All other terms and conditions of the Lease shall remain in full force
and effect.

        IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA


                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer


                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.


                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title:  PRESIDENT

<PAGE>

                               MODIPICATION NO. 8
                         TO LEASE NO. N62467-96-RP-00147

     THIS MODIFICATION, made and entered into this _____ day of October, 1998,
by and between THE UNITED STATES OF AMERICA, acting by and through the
Department of the Navy, hereinafter called the Government, and the
Louisville/Jefferson County Redevelopment Authority, Inc., hereinafter called
the Lessee;

     WHEREAS, the parties hereto desire to amend the above Lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

     1. Paragraph 1. LEASED PREMISES. Buildings R-A, R-B, R-C, R-D, R-E, R-F,
R-G, R-H, R-J, R-X, R-L, 58, 1 and 121, shown on revised Exhibit "A" dated 1
October 1998 shall be considered as being a part of the Premises as that term is
used in Paragraph 1 of the Lease.

     All other terms and conditions at the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA



                                       By:
                                          --------------------------------------

                                       Title: Real Estate Contracting Officer


                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: President/Executive Director
                                             -----------------------------------

<PAGE>

     THIS MODIFICATION, made and entered into this 21st day of October, 1998, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above Lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

     1. Paragraph 1. LEASED PREMISES. Building R-A, R-B, R-C, R-D, R-E, R-G,
                     ---------------
R-H, R-J, R-K, R-L, 58, 1 and 121, shown on revised Exhibit "A" dated 1 October
1998 shall be considered as being part of the Premises as that term is used in
Paragraph 1 of the Lease.

     All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                          Title: Real Estate Contracting Officer

                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title:  President and Executive Director
                                             -----------------------------------

<PAGE>


                               MODIFICATION NO. 7
                        TO LEASE NO. M62467-96-RP-00147

     THIS MODIFICATION, made and entered into this 28th day of October, 1998, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above Lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

     1. Paragraph 1. LEASED PREMISES. Building 53, 56, 67, 80 and U, shown on
                     ---------------
revised Exhibit "A" dated 1 October 1998 shall be considered as being a part of
the Premises as that term is used in Paragraph 1 of the Lease.

     All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA


                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer


                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.


                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title:  President/Executive Director
                                             -----------------------------------

<PAGE>

                               MODIFICATION NO.10
                         TO LEASE NO. N62467-96-RP-00147


     THIS MODIFICATION, made and entered into this 18th day of June, 1999, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

     Paragraph 2. TERM, is hereby amended to extend the term of the Lease for an
additional period as follows:

     Option                Option Period                Option Exercise Date

     5          19 August 2001 to 18 August 2002        18 July 2001
     6          19 August 2002 to 18 August 2003        18 July 2002
     7          19 August 2003 to 18 August 2004        18 July 2003
     8          19 August 2004 to 30 September 2004     18 July 2004

     Other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA

                                       By: [SINGATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer


                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: President/Executive Director
                                             -----------------------------------

<PAGE>

                               MODIFICATION NO.10
                         TO LEASE NO. N62467-96-RP-00147


     THIS MODIFICATION, made and entered into this 18th day of June, 1999, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

1. Paragraph 2. TERM, is hereby amended to extend the term of the Lease for an
additional period as follows:


     Option                Option Period                Option Exercise Date

     5          19 August 2001 to 18 August 2002        18 July 2001
     6          19 August 2002 to 18 August 2003        18 July 2002
     7          19 August 2003 to 18 August 2004        18 July 2003
     8          19 August 2004 to 30 September 2004     18 July 2004

     All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer


                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: President/Executive Director
                                             -----------------------------------

<PAGE>

                               MODIFICATION NO. 11
                        TO LEASE NO. N62467-96-RP-00147

     THIS MODIFICATION, made and entered into this 8th day of July, 1999, by and
between THE UNITED STATES OF AMERICA, acting by and through the Department of
the Navy, hereinafter called the Government, and the Louisville/Jefferson County
Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above Lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

     1. Paragraph 1. LEASED PREMISES. Buildings V, 87, 87-A and L-3, shown on
                     ---------------
revised Exhibit "A" dated 24 June 1999 shall be considered as being a part of
the Premises as that term is used in Paragraph 1 of the Lease.

     All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA


                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: Real Estate Contracting Officer

                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVELOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: President and Executive Director

<PAGE>

                              MODIFICATION NO. 12
                        TO LEASE NO. N62467-96-RP-00147

     THIS MODIFICATION, made and entered into this ______ day of June, 2000, by
and between THE UNITED STATES OF AMERICA, acting by and through the Department
of the Navy, hereinafter called the Government, and the Louisville/Jefferson
County Redevelopment Authority, Inc., hereinafter called the Lessee;

     WHEREAS, the parties hereto desire to amend the above lease entered into
the 12th day of August, 1996.

     NOW THEREFORE, in consideration of the premises and the foregoing, it is
agreed that said Lease is and shall be amended effective this date as follows:

1. Paragraph 2. TERM. is hereby amended to extend the term of the Lease for an
additional period as follows:



    Option                 Option Period                  Option Exercise Date
    ------                 -------------                  --------------------

    6           19 August 2002 to 18 August 2003          18 July 2002
    7           19 August 2003 to 18 August 2004          18 July 2003
    8           19 August 2004 to 30 September 2004       18 July 2004
    9           01 October 2004 to 30 June 2005           31 August 2004

All other terms and conditions of the Lease shall remain in full force and
effect.

     IN WITNESS WHEREOF, the parties subscribed their names as of the above
date.

                                       UNITED STATES OF AMERICA


                                       By:

                                          --------------------------------------
                                       Title: Real Estate Contracting Officer

                                       LOUISVILLE/JEFFERSON COUNTY
                                       REDEVLOPMENT AUTHORITY, INC.

                                       By: [SIGNATURE APPEARS HERE]
                                          --------------------------------------
                                       Title: President/Executive Director

<PAGE>

[UNITED DEFENSE LOGO APPEARS HERE]



June 14, 2001



Louisville/Jefferson County Redevelopment Authority, Inc.
163 Rochester Drive
Louisville, Kentucky 40214


Attention:  President


Re: August 19, 1996 Sublease of Property at NOSL


Gentlemen:

United Defense L.P. hereby renews the August 19, 1996 Sublease of Real and
Personal Property, at Naval Ordnance Station Louisville, for one year effective
August 19, 2001.


Sincerely,

/s/ Linda G. Medley
------------------------------
Linda G. Medley
Site Manager, ASD-Louisville


cc: Michael L. Seale
    Bill Warren
    Dave Porter



United Defense LP Armament Systems Division
163 Rochester Drive Louisville Kentucky 40214-2683



<PAGE>

United Defense Logo appears here



Janauary 16, 2001


Mr. Ted Sauer, President
Louisville/Jefferson County Redevelopment Authority, Inc.
163 Rochester Drive
Louisville, Kentucky 40214

Re: Extension of the Lease for the Plating Premises

Dear Mr. Sauer:

In accordance with the terms and conditions of the Sublease of Real and Personal
Property (paragraph 3.B), United Defense desires to extend the plating facility
portion of the Sublease through August 18, 2002.

Sincerely,

/s/ Michael L. Seale

Michael L. Seale
Director of Advanced Programs


cc:  Margo Green
     Linda Medley
     Bill Warren
     Dave Porter










United Defense LP Armament Systems Division
163 Rochester Drive Louisville Kentucky 40214-2683