LEASE AGREEMENT


         THIS  LEASE  AGREEMENT  (the  "Lease")  made as of the 1st day of July,
1998, by and between  Sterling Realty Trust, a Trust made under a Declaration of
Trust dated November 24, 1950, and recorded in Hampden County  Registry of Deeds
as Document No.  26882,  in Book 2088,  Page 123 (the  "Landlord"),  and Mestek,
Inc., and its successors and assigns (the "Tenant") a Pennsylvania  corporation,
with offices at 260 North Elm Street, Westfield, MA 01085.

                                   WITNESSETH

         THAT FOR AND IN  CONSIDERATION  of the mutual  covenants and agreements
herein  contained,  and  intending to be legally  bound,  the parties  hereto do
hereby covenant and agree as follows:

1. Lease of Premises.  Landlord hereby leases to Tenant and Tenant hereby leases
from  Landlord  those   premises   commonly  known  as  161  Notre  Dame  Street
("Engineering  Building"),   Westfield,  MA  01085  (the  "Premises"),  as  more
specifically  described  in Exhibit A to this  Lease,  which is situated on that
certain parcel of land described in Exhibit B to this Lease (the "Property").

2.       Term

         2.1 Term. The term of the Lease shall be for a period of five (5) years
(the "Term") beginning on July 1, 1998 (the  "Commencement  Date") and ending on
June 30,  2003 (the  "Termination  Date") at 5:00 p.m.,  subject to (a)  earlier
termination as provided in this Lease,  and (b) further  extensions of such term
as may hereafter be otherwise agreed in writing between Landlord and Tenant.

         2.2      Termination.

                  2.2.1  This  Lease  shall  terminate  at the  end of the  Term
without the necessity of any notice from either  Landlord or Tenant to terminate
the same.

                  2.2.2 This Lease may  terminate at the election of Landlord in
the event of any default of Tenant as described in Article 11 below.

                  2.2.3 Upon the  expiration or sooner  termination of the Term,
Tenant shall quietly and  peacefully  surrender the Premises in good  condition,
reasonable wear and tear excepted, to Landlord. All appurtenances,  fixtures and
leasehold improvements installed in the Premises, whether by Landlord or Tenant,
and whether at  Landlord's  expense or Tenant's  expense shall be and remain the
property of Landlord.  All non-fixture  personal property owned by Tenant and/or
placed in the Premises  shall remain the property of Tenant and shall be removed
prior to the end of the Term or such  other time as Tenant may lose the right of
possession of the Premises.  Any property of Tenant remaining in the Premises at
the expiration or other termination of the Term, or at such other time as Tenant
may lose the right of possession of the Premises,  shall be deemed  abandoned by
Tenant


<PAGE>



and, at Landlord's option,  shall become the property of Landlord.  Landlord may
remove such  property  and sell or  otherwise  dispose of the same in any manner
without liability or obligation to account to Tenant therefor.  Tenant shall pay
Landlord on demand for all costs of Landlord in removing,  storing and disposing
of any such property.

3. Rent.  Tenant shall pay to the Landlord at 10 Tekoa  Terrace,  Westfield,  MA
01085 or such other  address as  Landlord  may  designate,  an annual  rent (the
"Annual  Rent")  of  Seventy-Six  Thousand  Eight  Hundred  Dollars  and  No/100
($76,800.00),  payable in monthly  installments  of Six  Thousand  Four  Hundred
Dollars and No/100 ($6,400.00), in advance of the first day of each month of the
Term,  without any  deduction,  counterclaim,  abatement  or set-off  whatsoever
(except as may be expressly authorized by the terms of this Lease).

4. Additional Rent. In addition to the Annual Rent payable pursuant to Section 3
of this Lease,  Tenant shall pay as additional rent (the "Additional  Rent") the
following:

         4.1 Real Estate  Taxes.  Tenant shall pay in each  calendar year of the
Lease (the "Lease Year"), as Additional Rent, all taxes, assessments and charges
whatsoever,   ordinary  or  extraordinary,   general  or  special,  foreseen  or
unforeseen,  levied upon or with respect to the Premises and the Property or any
improvements, fixtures and equipment of Landlord or Tenant used in the operation
thereof (the "Real Estate Taxes"). Real Estate Taxes shall not include transfer,
inheritance or capital stock taxes or income taxes measured by the net income of
Landlord  from all  sources,  unless  any of such  taxes is levied  or  assessed
against  Landlord as a substitute  in whole or in part for or as an addition to,
in whole or in part, any other tax that would otherwise constitute a real estate
tax.  Real Estate  Taxes shall also  include  reasonable  legal fees,  costs and
disbursements incurred in connection with proceedings and activities to contest,
determine,  reduce or negotiate the amount or payment of real estate  taxes.  If
Tenant is in  possession  of the  Premises  for a portion of any  calendar  year
during the Term  hereof,  Tenant  shall pay a pro rata share of the Real  Estate
Taxes for such calendar year.

         4.2 Insurance. At all times during the Term of this Lease, Tenant shall
secure,  keep in force and pay for directly as Additional Rent, at Tenant's sole
expense, the following insurance:

                  4.2.1  Property  Insurance.  Tenant  shall,  at Tenant's  sole
expense, obtain and keep in force during the Term of this Lease a policy of fire
and extended  coverage  insurance with respect to the Premises  insuring Tenant,
and as additional  insured,  Landlord,  against any property  damage or casualty
loss thereto,  up to the fair market value of the Premises,  which is deemed for
the first  Lease Year to be an amount of not less than One  Million  Dollars and
No.100  ($1,000,000.00).  All such policies shall be written as primary policies
not contributing  with and not only in excess of any coverage which Landlord may
carry.

                  4.2.2  Liability  Insurance.  Tenant  shall,  at Tenant's sole
expense,  obtain  and keep in force  during  the term of this  Lease a policy of
comprehensive  public  liability  insurance in the amount of One Million Dollars
and  No.100  ($1,000,000.00),  insuring,  Tenant  and,  as  additional  insured,
Landlord, against any liability arising out of the ownership, use, occupancy, or
maintenance of the

                                                         2

<PAGE>



Premises and all areas appurtenant  thereto.  All such policies shall be written
as primary policies not contributing with and not only in excess of any coverage
which Landlord may carry.

                  4.2.3 Landlord's  Approval.  The company or companies  writing
any insurance which Tenant is required to take out and maintain pursuant to this
Lease, as well as the form of such  insurance,  shall at all times be subject to
the Landlord's approval,  and any such company or companies shall be licensed to
do business in  Massachusetts.  Each policy  evidencing such insurance shall (a)
name Landlord and any other of its designees as additional  insured (except with
respect to Tenant's own  personal  property),  (b) shall  contain a provision by
which the insured  agrees that such policy  shall not be canceled  except  after
thirty (30) days  written  notice to Landlord  and its  designee,  and (c) shall
provide that coverage shall not be limited or denied by reason of the provisions
in this Lease,  including those relating to limitations of liability and waivers
of subrogation and other rights.  For all insurance policies procured by Tenant,
a certificate of such  insurance  shall at all times be deposited with Landlord.
If Tenant  shall fail to perform any of its  obligations  under this  Article 4,
then in addition to any other  remedies it may have,  Landlord  may,  but is not
required to,  perform the same,  and the cost  thereof,  together  with interest
thereon  at the  Default  Rate,  shall be  deemed  Additional  Rent and shall be
payable upon Landlord's demand.

         4.3 Utilities.  At all times during the Term of this Lease Tenant shall
pay for  directly  as  Additional  Rent all  utilities,  including,  but without
limitation,  water, gas, heat, light, power,  electricity,  fuel, sewer charges,
telephone service,  and any and all other services and utilities supplied to the
Premises together with any taxes thereon (collectively the "Utilities").  Tenant
shall notify the utility  companies  that the  Utilities are to be placed in the
name of Tenant and all bills  therefor  are to be sent  directly  to Tenant.  In
addition,  Tenant  shall  pay the  costs of all  deposits  required  by  utility
companies for the Utilities.

5.       Improvements and Alterations.

         5.1  Improvements  by Tenant.  Tenant  shall not make any  alterations,
renovations  or  improvements  or cause to be installed any  fixtures,  exterior
signs,  floor  covering,  interior  or exterior  lighting or plumbing  fixtures,
shades or awnings or any other  installations  in, on, or to the Premises or any
part thereof (including,  without limitation, any structural alterations, or any
cutting  or  drilling  into  any part of the  Premises  or any  securing  of any
fixture,  apparatus or equipment of any kind to any part of the Premises) unless
and until  Tenant shall have caused  plans and  specifications  therefor to have
been  prepared,  at Tenant's  expense,  by an architect or other duly  qualified
person and shall have obtained Landlord's written approval thereof.

         5.2  Mechanic's  Liens.  Tenant shall keep the  Premises  free from any
liens arising out of any work or service  performed or material  furnished by or
for Tenant or any person or entity claiming  through or under Tenant whether for
the Tenant  Improvements  or otherwise.  Notwithstanding  the foregoing,  if any
mechanic's or other lien shall be filed  against the Premises,  purporting to be
for labor,  services or material  furnished or to be furnished at the request of
Tenant,  then Tenant shall at its expense  cause such lien to be  discharged  of
record by  payment,  bond or  otherwise,  within  ten (10) days after the filing
thereof. If Tenant shall fail to cause such lien to be

                                                         3

<PAGE>



discharged of record within such ten (10) day period,  Landlord,  in addition to
any other remedies it may have, may cause such lien to be discharged by payment,
bond or otherwise, without investigation as to the validity thereof or as to any
offsets or defenses thereto,  and Tenant shall, upon demand,  reimburse Landlord
for all amounts paid and costs incurred,  including  attorneys'  fees, in having
such lien discharged of record.

         5.3 Contractor's  Insurance.  Prior to engaging any contractor,  Tenant
shall require any contractor performing work on the Premises at Tenant's request
or on Tenant's  behalf to carry and maintain  such  insurance in such amounts of
coverage  as  Landlord  may require  from time to time,  including  contractor's
liability coverage and workers'  compensation  insurance and to name Landlord as
an additional  insured upon the contractor's  insurance policy for the terms and
purpose of the work upon the Premises.

6. Use of Premises.  Tenant's use and occupancy of the Premises shall be for the
purpose of engineering,  testing and  manufacturing  of HVAC  equipment.  Tenant
shall not use or permit the  Premises to be used for any other  purpose  without
the prior written consent of Landlord.

         6.1 Prohibited  Uses.  Tenant shall not use or allow the Premises to be
used for any improper,  immoral,  unlawful or objectionable  purpose,  nor shall
Tenant  cause,  maintain or permit any  nuisance  in, on or about the  Premises.
Tenant shall not use the Premises for the purpose of manufacturing. Tenant shall
not commit or allow to be committed any material  waste in or upon the Premises,
reasonable  wear and tear  excepted.  Tenant  shall  not  cause  or  permit  any
hazardous or toxic substance, material or waste including without limitation any
oil,  pollutant,  contaminant,  hazardous  waste,  asbestos,  or other hazardous
substance,  as such term or similar terms are now defined, used or understood in
or  under  any  federal,  state,  local  or other  governmental  statute,  rule,
regulation, ordinance or order which relates in any way to the protection of the
environment (the "Environmental Laws") to be used, stored,  released,  dumped or
disposed of upon the Premises  except in full  compliance  with and as otherwise
allowed by the Environmental Laws.

         6.2 Compliance  with Law. Tenant shall not use or permit the use of the
Premises in any way in conflict with any law or governmental rule. Tenant shall,
at Tenant's sole cost,  promptly  comply in all material  respects with all such
laws and  governmental  rules and regulations  and with the  requirements of any
board of  underwriters  or other  similar  bodies now or  hereafter  constituted
relating to the  condition,  use or  occupancy  of the  Premises  whether or not
expressly ordered to do so by the applicable governmental authority.

7. Maintenance and Repairs.  Responsibility for maintenance and repairs shall be
allocated between Landlord and Tenant as follows:

         7.1 Tenant's Obligations.  By taking possession of the Premises, Tenant
shall be deemed to have  accepted the Premises  "as is", in good  condition  and
repair.  Tenant shall, at Tenant's sole cost and expense,  keep the Premises and
the  Property  and each and  every  part  thereof  in an  orderly  and  sanitary
condition,  well-maintained  and  in  good  repair  and  appearance  (except  as
hereinafter provided with respect to Landlord's obligations),  including without
limitation, the maintenance, replacement,

                                                         4

<PAGE>



painting and repair of any doors, door frames, windows, window casements, floors
and floor  coverings,  walls and wall surfaces and coverings,  plumbing,  pipes,
electrical service,  including panels,  boxes, wiring and conduits,  the heating
and air conditioning systems, roofing, shingles,  coverings,  membranes, and any
wood or metal  structural  elements,  including beams and joists,  and all other
mechanical  equipment  parts and systems  whether  interior or exterior.  Tenant
shall,  upon the expiration or sooner  termination of this Lease,  surrender the
Premises to Landlord in good  condition,  broom  clean,  ordinary  wear and tear
excepted.  Any damage to property or injury  sustained by any person  because of
mechanical,  electrical, plumbing or any other equipment or installations, whose
maintenance  and repair  shall be the  responsibility  of  Tenant,  shall be the
obligation of and paid for by Tenant.  Tenant shall  indemnify and hold Landlord
harmless  from and  against  all  claims,  actions,  damages  and  liability  in
connection with Tenant's  obligations  under this Article 7, including,  but not
limited to,  attorneys'  and other  professional  fees,  and any other costs and
expenses which Landlord might reasonably  incur. Any damage to adjacent premises
caused by Tenant's  use of the  Premises  shall be repaired at the sole cost and
expense of Tenant.


         7.2 Landlord's Obligations.  Upon receipt of written notice of the need
for the same,  Landlord  shall, at Landlord's  expense,  repair and maintain the
structural  portions of the  Premises,  which include the  foundation,  exterior
walls,  structural  members and roof. In the event such  maintenance and repairs
are necessitated in whole or in part by the acts, neglect, fault, or omission of
any duty by Tenant,  Tenant's agents,  servants,  employees, or invitees, or any
damage caused by breaking and entering,  Tenant shall pay to Landlord the entire
cost of such  maintenance  and  repairs.  Except as  otherwise  provided in this
Section 7.3, there shall be no abatement of rent and no liability of Landlord by
reason of any injury to or interference  with Tenant's business arising from the
making of any repairs,  alterations, or improvements in or to any portion of the
Premises or in or to fixtures,  appurtenances,  and equipment. Tenant waives the
right to make  repairs  that  are  Landlord's  obligation  under  this  Lease at
Landlord's  expense  under any law,  statute,  or ordinance  now or hereafter in
effect.  Landlord shall have no  responsibility  for the maintenance,  repair or
replacement  of anything  which is Tenant's  obligation  as set forth in Section
7.1.

8. Hold  Harmless.  To the extent  permitted by law, and except to the extent of
Landlord's  acts or omissions  for which  Landlord is solely  negligent,  Tenant
shall  indemnify and hold Landlord  harmless from and against any and all claims
arising from, in connection with or related to (a) Tenant's use of the Premises,
(b) the conduct of Tenant's business,  (c) any activity,  work, or other things,
done, permitted,  or suffered by Tenant in or about the Premises, (d) any breach
or default in the performance of any obligation on Tenant's part to be performed
under  the  terms of this  Lease,  (e) any act or  negligence  of  Tenant or any
officer,  agent,  employee,  guest,  or  invitee  of  Tenant  and (f) all  costs
(including  attorneys' fees) and liabilities incurred in or about the defense of
any such claim or any action or  proceeding  brought  thereon.  In any action or
proceeding  brought  against  Landlord  by  reason of any such  claim  described
herein,  Tenant,  upon notice from  Landlord,  shall defend the same at Tenant's
sole expense conferring from time to time with Landlord. To the extent permitted
by law,  Tenant  hereby  assumes  all risk of  damage to  property  or injury to
persons of whatever  status in, upon, or about the Premises from any cause other
than the sole negligence of Landlord. Landlord or Landlord's agents shall not be
liable for any loss or damage to persons or property resulting from

                                                         5

<PAGE>



fire, explosion, falling plaster, steam, gas, electricity,  water, or rain which
may leak from any part of the  building,  upon the  Premises  or from the pipes,
appliances,  heating and air  conditioning  system or plumbing  works therein or
from the road,  street,  or subsurface,  or from any other place  resulting from
dampness,  or from any other cause  whatsoever,  unless  caused by or due to the
sole  negligence  of Landlord or  Landlord's  agents.  Tenant  shall give prompt
notice to Landlord in case of casualty or accidents upon the Premises.

9. Entry by Landlord.  At any and all reasonable  times during regular  business
hours,  upon one days' prior notice to Tenant,  Landlord reserves and shall have
the right to enter the  Premises  to  inspect  the same a  reasonable  number of
times,  to submit the Premises to prospective  purchasers or tenants,  to repair
the Premises and any portion of the building that Landlord may deem necessary or
desirable, without abatement of rent, and may for that purpose erect scaffolding
and other necessary structures where reasonably required by the character of the
work to be performed,  using best efforts to avoid  blocking the entrance to the
Premises and providing that the business of Tenant shall not be interfered  with
unreasonably.  Tenant  hereby  waives any claim for damages or for any injury or
inconvenience  to or  interference  with  Tenant's  business,  and  any  loss of
occupancy to quiet enjoyment of the Premises.

10.  Assignment  and  Subletting.  Tenant  shall not  either  voluntarily  or by
operation of law assign, transfer,  mortgage, pledge,  hypothecate,  or encumber
this Lease or any interest therein and shall not sublet the Premises or any part
thereof or any right or privilege  appurtenant  thereto or allow any person (the
employees,  agents,  servants, and invitees of Tenant excepted) to occupy or use
the  Premises  or any  portion  thereof  without  the prior  written  consent of
Landlord.  Any such  assignment  or  subletting  without such  consent  shall be
voidable by Landlord and may constitute a default under the terms of this Lease.
It is  understood  and  agreed  that  Landlord  may  fully  assign  or  encumber
Landlord's  interest in this Lease as Landlord.  Landlord may assign or encumber
the Annual Rent herein  provided to any  person,  partnership,  corporation,  or
bank,  and Tenant  agrees  when  notified  in writing  by the  assignee  of such
assignment  to make the  rental  payments  to  assignee  under the terms of said
assignment.

11. Tenant's Default.  The occurrence of any one or more of the following events
shall constitute an event of default and breach of this Lease by Tenant:

         11.1  Abandonment.  Tenant  vacates  or  abandons  the  Premises  for a
continuous period in excess of five (5) business days.

         11.2  Failure to Pay  Obligations.  Tenant fails to make any payment of
Annual Rent, Additional Rent, or any other payment required to be made by Tenant
hereunder,  as and when due,  where such failure shall  continue for a period of
ten (10) business days after written notice thereof by Landlord to Tenant.

         11.3  Failure to Observe  Other  Covenants.  Tenant fails to observe or
perform any of the  covenants,  conditions,  or  provisions  of this Lease to be
observed or  performed by Tenant,  other than  described in Section 11.2 herein,
where such failure shall continue for a period of thirty (30) days

                                                         6

<PAGE>



after written notice thereof by Landlord to Tenant;  provided,  however, that if
the  nature of  Tenant's  default  is such that more than  thirty  (30) days are
reasonably required for cure of such condition,  then Tenant shall not be deemed
to be in default if Tenant  commences such cure within said thirty (30) days and
thereafter diligently prosecutes such cure to completion.

12.  Remedies  on  Default.  In the event of any  default  or breach by  Tenant,
Landlord  may,  at any time  thereafter  with or  without  notice or demand  and
without  limiting  Landlord in the exercise of a right or remedy which  Landlord
may have by reason of such  default or  breach,  exercise  any of the  following
remedies:

         12.1 Termination of Possession.  Landlord may terminate  Tenant's right
to  possession  of the Premises by written  notice to Tenant or any other lawful
means,  terminate this Lease by written notice to Tenant,  revoke Tenant's right
to any free rent or other  lease  concessions  and recover the value of any such
concessions made,  re-enter and take possession of the Premises and Tenant shall
immediately  surrender  possession  of the Premises to Landlord.  In such event,
Landlord  shall be  entitled  to recover  from  Tenant all  damages  incurred by
Landlord by reason of Tenant's default, including without limitation, all unpaid
Annual Rent,  Additional  Rent and other  obligations of Tenant under this Lease
including  without  limitation,  accrued  interest,  default  interest  and late
charges thereon, the cost of recovering possession of the Premises, the expenses
of reletting,  and any other costs or damages  arising out of Tenant's  default,
including without limitation the costs of removing persons and property from the
Premises,  the costs of  repairing  or  altering  the  Premises  for  reletting,
brokers' commissions,  and legal costs including attorneys' fees whether suit is
brought or not.  Notwithstanding  any  termination  of this  Lease,  re-entry or
reletting  of the  Premises,  the  liability  of  Tenant  for the  Annual  Rent,
Additional  Rent, and other charges and  adjustments for the balance of the Term
shall not be  extinguished  and Tenant  shall pay and  Landlord may recover from
Tenant at the time of termination,  re-entry,  or reletting,  the amount of such
rents  reserved  in this Lease for the balance of the Term (even if in excess of
the then  reasonable  rental value of the Premises or any part thereof)  without
first terminating Tenant's right to possession pursuant to this Lease.  Landlord
reserves the right, at any time thereafter, to elect to terminate Tenant's right
to  possession to the Premises for the default that  originally  resulted in the
reletting.

         12.2  Enforcement  of Lease.  Landlord may maintain  Tenant's  right to
possession,  in which case this Lease shall  continue  in effect  whether or not
Tenant shall have  abandoned  the  Premises.  In such event,  Landlord  shall be
entitled  to enforce all of  Landlord's  rights and  remedies  under this Lease,
including  the  right  to  recover  the  Annual  Rent,  Additional  Rent,  other
obligations  of Tenant  under this Lease,  and any other  charges,  interest and
adjustments  as may become due  hereunder.  Landlord's  failure or  inability to
relet the  Premises or any part  thereof  shall not reduce or restrict or in any
way affect  Landlord's right to recover from Tenant all such rent and other sums
as the same become due,  and,  despite such failure or inability to so relet the
Premises or any part thereof.

         12.3  Other  Remedies.  Landlord  may  pursue  any other  remedy now or
hereafter  available  to Landlord  under the laws or judicial  decisions  of the
Commonwealth of  Massachusetts,  in addition to the foregoing.  It is understood
and agreed that Landlord's remedies hereunder are cumulative, and

                                                         7

<PAGE>



the  exercise of any right or remedy shall not  constitute  a waiver,  merger or
extinguishment of any other right or remedy.

         12.4  Removal  of  Personal  Property.  In the event of a  retaking  of
possession  of the  Premises  by  Landlord,  Tenant  shall  remove all  personal
property  located  thereon  and,  upon failure to do so upon demand of Landlord,
Landlord  may  remove  and  store the same in any place  selected  by  Landlord,
including  without  limitation  a public  warehouse,  at the expense and risk of
Tenant.  If Tenant shall fail to pay the cost of storing any such property after
it has been stored for a period of thirty (30) days of more,  Landlord  may sell
any or all of such personal  property at a public or private sale or auction and
shall apply the  proceeds of such sale first to the cost of such sale,  secondly
to the payment of the charges for storage, if any, and thirdly to the payment of
any other sums of money which may be due from Tenant to Landlord under the terms
of this Lease,  and the balance,  if any, to Tenant.  Tenant  hereby  waives all
claims for damages that may be caused by  Landlord's  lawfully  re-entering  and
taking  possession of the Premises or lawfully removing and storing the personal
property of Tenant as herein provided and will hold Landlord  harmless from loss
or damages occasioned by Landlord thereby,  and no such lawful re-entry shall be
considered or construed to be a forcible or unlawful entry or detainer.

13. Damage and Reconstruction. Should the Premises be damaged during the term of
this  Lease,  Tenant  shall  immediately  notify  Landlord,  and the  rights and
responsibilities of Landlord and Tenant shall then be as follows:

         13.1 Insured  Damage.  In the event the Premises are damaged by fire or
other perils covered by Tenant's or Landlord's  casualty or property  insurance,
Landlord  agrees  forthwith  to  commence  repair  of the same to the  extent of
insurance  proceeds  available  and this  Lease  shall  remain in full force and
effect, except that Tenant shall be entitled to a proportionate reduction of the
Annual Rent (but not other  obligations  hereunder)  from the date of damage and
while such repairs are being made, such proportionate reduction to be based upon
the  extent to which the damage and making of such  repairs  shall  cause  undue
interference  with the  business  carried on by Tenant in the  Premises.  In the
event the Premises  are damaged by fire or other  perils  covered by Tenant's or
Landlord's  casualty or property  insurance,  Tenant shall continue to be liable
for all payments of Additional  Rent pursuant to Article 4 of this Lease. If the
damage is due to the fault or neglect  of Tenant or  Tenant's  employees,  there
shall be no abatement of the Annual Rent.

         13.2 Other Damage.  In the event the Premises are damaged as the result
of any cause other than the perils  covered by Tenant's or  Landlord's  casualty
insurance or for which insurance  proceeds are insufficient fully to cover, then
Landlord agrees  forthwith to commence repair of the same, only in the case that
the extent of the  destruction of the Premises is less than ten percent (10%) of
the then full replacement cost of the Premises.  In the event the destruction of
the  Premises  is to an  extent  of ten  percent  (10%)  or  more  of  the  full
replacement  cost of the Premises,  then  Landlord  shall have the option (a) to
repair or restore such damage,  this Lease  continuing in full force and effect,
but the Annual Rent to be  proportionately  reduced as provided above in Section
13.1;  or (b) to give notice to Tenant at any time within  sixty (60) days after
such  damage,  terminating  this Lease as of the date  specified  in the notice,
which date shall be no more than thirty (30) days after the giving of such

                                                         8

<PAGE>



notice.  In the event of giving such  notice,  this Lease  shall  expire and all
interest of Tenant in the Premises  shall  terminate on the date so specified in
such notice and the Annual Rent, reduced by a proportionate reduction based upon
the extent,  if any to which such damage  unduly  interferes  with the  business
carried  on by  Tenant  in the  Premises,  the  Additional  Rent  and all  other
obligations  of Tenant  under  this  Lease  shall be paid up to the date of such
termination.  At Tenant's  sole option,  it may,  upon notice to Landlord and in
accordance  with  Article 5 of this  Lease,  effect all  necessary  repairs  and
reinstate this Lease.  Tenant's obligation to pay Annual Rent, but not the other
obligations  hereunder,  during any period of repair shall be abated, so long as
such period does not exceed one hundred eighty (180) days.

         13.3 Damage to  Tenant's  Property.  Landlord  shall not be required to
repair or make whole any injury or damage by fire or other  cause or peril or to
make any repairs or replacements  of any fixtures or other personal  property of
Tenant.  Tenant shall maintain hazard insurance to cover hazards to its personal
property.

14.      Eminent Domain.

         14.1  Taking.  If fifty  percent  (50%) or more of the  Premises or the
improvements   thereon  shall  be  taken  or   appropriated  by  any  public  or
quasi-public  authority under the power of eminent domain, Tenant shall have the
right at its option  within sixty (60) days after said taking to terminate  this
Lease upon thirty (30) days' written notice.

         14.2 Partial  Taking.  If less than fifty (50%) percent of the Premises
or the  improvements  thereon are taken,  or fifty  percent (50%) or more of the
Premises  or the  improvements  thereon  are  taken  and  Tenant  elects  not to
terminate as herein  provided,  the Annual Rent  thereafter  to be paid shall be
equitably reduced.

         14.3  Award.  In the event of any taking or  appropriation  whatsoever,
Landlord shall be entitled to any and all awards,  payments or settlements which
may be given,  made or  ordered  and  Tenant  shall  have no claim  against  the
condemning  authority  or Landlord for the value of any  unexpired  term of this
Lease,  and Tenant  hereby  assigns to Landlord any and all claims to any award,
payments  or  settlement.  Nothing  contained  herein  shall be  deemed  to give
Landlord  any  interest in or to require  Tenant to assign to Landlord any award
made to Tenant for the taking of  personal  property or  fixtures  belonging  to
Tenant, for the interruption of or damage to Tenant's business,  or for Tenant's
moving expenses.

15.      Signs.

         15.1 Tenant Signs. Tenant may, at Tenant's sole expense, place external
signs on the  Premises,  provided  such signs have been  approved  in advance by
Landlord,  and  provided  such signs do not violate  any  statute or  regulation
existing during the term of this Lease. Tenant shall pay the costs of removal of
such signs upon  termination of the Lease,  and such signs shall be the property
of Tenant.


                                                         9

<PAGE>



         15.2 "For Lease"  Signs.  At any time within One Hundred  Eighty  (180)
days prior to the expiration of this Lease, Landlord may place upon the Premises
"for lease" signs.

16.  Subordination.  Tenant agrees that this Lease shall be  subordinate  to any
mortgage  or deed of  trust  that is now or may  hereafter  be  placed  upon the
Premises  and to any and all  advances to be made  thereunder,  to the  interest
thereon, and all renewals,  replacements,  and extensions thereof; provided, the
lender  secured by and named in such  mortgage  or deed of trust  shall agree in
writing to recognize this Lease of Tenant in the event of foreclosure, if Tenant
is not in default.  Tenant agrees to take all actions and to execute and deliver
all  certificates,  instruments,  documents and agreements,  including,  without
limitation,  agreements of  subordination,  waiver and attornment,  necessary or
proper to effect the foregoing.

17. Tenant's Statement.  Tenant shall at any time and from time to time upon not
less  than  ten  (10)  days'  prior  written  notice  from  Landlord,   execute,
acknowledge,  and deliver to Landlord a statement in writing (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified,  stating
the nature of such  modification and certifying that this Lease, as so modified,
is in full force and effect) and the date to which the rental and other  charges
are paid in advance,  if any; (b) acknowledging  that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults if any are claimed; and (c) setting forth the date of commencement
of Annual Rent and  expiration  of the Term hereof.  Any such  statement  may be
relied  upon by any  prospective  purchaser  or  encumbrancer  of the  Premises.
Failure  to  provide  such  statement  within  ten (10)  days  shall  be  deemed
confirmation of the statement of Landlord regarding each of the foregoing items.

18.  Authority of Parties.  Each of Tenant and Landlord  represents and warrants
that it is a  corporation  duly  organized  and in good  standing  and  that the
execution,  delivery and  performance of this Lease has been duly  authorized by
all requisite corporate action.  Each individual  executing this Lease on behalf
of the corporation that is a party hereto represents and warrants that he or she
is duly  authorized to execute,  deliver and perform this Lease for, in the name
of and on behalf of the respective  party, in accordance with the bylaws of such
corporation, and that this Lease is legally binding upon and enforceable against
such  entity in  accordance  with its terms.  Upon  request,  each of Tenant and
Landlord agrees to provide a Certificate of Officer  verifying the authority and
position of each signatory.

19.  General  Provisions.  Landlord  and Tenant agree to the  following  general
provisions:

         19.1 Waiver. A waiver by Landlord of any term,  covenant,  or condition
herein  contained  shall  not be  deemed  to be a future  waiver  of such  term,
covenant, or condition,  nor the waiver of any other term, covenant or condition
herein contained. The subsequent acceptance of any payment hereunder by Landlord
shall not be deemed to be a waiver  of any  preceding  default  by Tenant of any
term, covenant,  or condition of this Lease, other than the failure of Tenant to
pay a particular rental so accepted,  regardless of Landlord's knowledge of such
preceding default at the time of the acceptance of any such rent.


                                                        10

<PAGE>



         19.2  Time.  Time is of the  essence of this Lease and each and all its
provisions in which performance is a factor.

         19.3  Headings.  The heading and section titles of this Lease are not a
part  of  this  Lease  and  shall  have  no  effect  upon  the  construction  or
interpretation of any part hereof.

         19.4  Successors  and Assigns.  The  covenants  and  conditions  herein
contained  subject to the  provisions  as to  assignment,  apply to and bind the
heirs, successors, executors, administrators, and assigns of the parties hereto.

         19.5  Quiet  Possession.  Upon  Tenant  paying  all of the  obligations
hereunder and  performing all of the  covenants,  conditions,  and provisions on
Tenant's  part to be observed and performed  hereunder,  Tenant shall have quiet
possession  of the  Premises  for the  entire  term  hereof,  subject to all the
provisions  of this  Lease.  The  Premises  are  leased  subject  to any and all
existing encumbrances,  conditions, rights, covenants, easements,  restrictions,
rights-of-way,  and any matters of record,  applicable zoning and building laws,
and such matters as may be disclosed by inspection or survey.

         19.6 Prior Agreements. This Lease contains all of the agreements of the
parties  hereto with  respect to any matter  covered or mentioned in this Lease,
and no prior agreements or  understandings  pertaining to any such matters shall
be  effective  or binding  upon any party until fully  executed by both  parties
hereto.

         19.7 Partial Invalidity. Any provisions of this Lease which shall prove
to be invalid,  void, or illegal shall in no way affect,  impair,  or invalidate
any other provision hereof,  and such other provision shall remain in full force
and effect.

         19.8  Cumulative  Remedies.  No remedy or election  hereunder  shall be
deemed  exclusive,  but shall  whenever  possible be  cumulative  with all other
remedies at law or in equity.

         19.9  Governing  Law.  This Lease shall be governed by and construed in
accordance  with the laws of the  Commonwealth of  Massachusetts,  excluding its
conflict of laws.

         19.10    Real Estate Commission.  There are no brokers eligible to 
receive commissions.

         19.11 Notice. Any notices or other communications required or permitted
hereunder or otherwise in connection  herewith  shall be in writing and shall be
deemed  to have been duly  given  when  delivered  in person or  transmitted  by
facsimile  transmission  or on receipt after dispatch by express,  registered or
certified mail, postage prepaid, addressed, as follows:

                  If to Landlord:

                  Sterling Realty Trust
                  10 Tekoa Terrace
                  Westfield, MA 01085
                  Attention: John E. Reed, Trustee

                                                        11

<PAGE>




                  If to Tenant:

                  Mestek, Inc.
                  260 North Elm Street
                  Westfield, MA 01085
                  Attention: Stephen M. Shea, Sr. Vice President-Finance

         19.12 Survival. All agreements, covenants, warranties,  representations
and indemnification contained herein or made in writing pursuant to the terms of
this Lease by or on behalf of Tenant shall be deemed  material and shall survive
the expiration or sooner termination of this Lease.

DATED as of the date first set forth above.

                                           LANDLORD:
                              STERLING REALTY TRUST

                                /S/ JOHN E. REED
                                           -----------------------------
                                           By:      John E. Reed
                                           Its:     Trustee


                                           TENANT:
                                           MESTEK, INC.

                                                /S/ STEPHEN M. SHEA
                                           ---------------------------
                                           By:      Stephen M. Shea
                                           Its:     Sr. Vice President-Finance


                                                        12

<PAGE>



                                    EXHIBIT A


This is  Exhibit A to that  certain  Lease  Agreement  made as of the 1st day of
July,  1998,  by and  between  Sterling  Realty  Trust,  a  Trust  made  under a
Declaration  of Trust dated  November 24, 1950,  and recorded in Hampden  County
Registry  of  Deeds  as  Document  No.  26882,  in  Book  2088,  Page  123  (the
"Landlord"),  and Mestek,  Inc., and its successors and assigns (the "Tenant") a
Pennsylvania  corporation,  with offices at 260 North Elm Street,  Westfield, MA
01085.

The  Premises  leased by Tenant from  Landlord are those  commonly  known as 161
Notre Dame Street ("Engineering Building"), Westfield, MA 01085 consisting of an
office - laboratory  building  132' long x 98.25' wide  consisting of 12,900 sq.
ft.; and a plant which is contiguous to the above  office-  laboratory  building
and which is 100' long x 80' wide consisting of 8,000 sq. ft.; together with all
the parking space immediately adjacent to said buildings for the use of Tenant's
employees and business invitees.


                                                        13

<PAGE>


                                    EXHIBIT B


This is  Exhibit B to that  certain  Lease  Agreement  made as of the 1st day of
July,  1998,  by and  between  Sterling  Realty  Trust,  a  Trust  made  under a
Declaration  of Trust dated  November 24, 1950,  and recorded in Hampden  County
Registry  of  Deeds  as  Document  No.  26882,  in  Book  2088,  Page  123  (the
"Landlord"),  and Mestek,  Inc., and its successors and assigns (the "Tenant") a
Pennsylvania  corporation,  with offices at 260 North Elm Street,  Westfield, MA
01085.


The Premises  leased by Tenant from Landlord is situated on the  following  real
property:

         SOUTHERLY by said Notre Dame Street two hundred seventy-two (272) feet;

         WESTERLY by land conveyed to John E. Reed et al, Trustees by deed dated
         April 8, 1968 and recorded in said Registry of Deeds in Book 3328, Page
         405 two hundred fifty-nine and 24/100 (259.24 feet) feet;

         NORTHERLY  by last  named land three  hundred  twenty-eight  and 02/100
         (328.02) feet, more or less; and

         EASTERLY  by Lot B as shown on said plan two  hundred  seventeen  (217)
feet.

         Subject to such rights as the City of Westfield Gas and Electric  Light
Department   may  have  to  maintain  a  line  of  poles  and  wires  along  the
southeasterly line of the above described premises.

                                                        14