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09/07/93                                                        EXHIBIT 2.12


                                      LEASE

         THIS LEASE, made as of the 14th day of September 1993, by and between
REGIONAL INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTHWESTERN PENNSYLVANIA, a
Pennsylvania nonprofit corporation having its principal office in the city of
Pittsburgh, Allegheny County, Pennsylvania, hereinafter called "Lessor", and
UNION SWITCH & SIGNAL INC., a Delaware corporation, having its principal office
in the City of Columbia, South Carolina, hereafter called the "Lessee."

         WHEREAS, Lessor is the owner of the Building and Property hereinafter
described, which are located in the Pittsburgh Technology Center in the 4th Ward
of the City of Pittsburgh; and

         WHEREAS, Lessee desires to lease said Building and Property from
Lessor, to be operated as a Systems and Research Center;

         NOW THEREFORE, WITNESSETH THAT, Lessor and Lessee, intending to be
legally bound, do hereby agree as follows:

                                    SECTION 1

PREMISES AND TERM

         That in consideration of the rents hereinafter agreed to be paid by
Lessee to Lessor, and in consideration of the covenants of the respective
parties hereto to be performed at the time and in


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the manner hereinafter provided, Lessor does hereby lease and demise unto
Lessee, and Lessee does hereby hire and take from Lessor, a building containing
173,316 square feet of space (the "Building"), and all mechanical, electrical,
lighting, plumbing and HVAC systems and fixtures attached thereto (the
"Fixtures") and the real property (the "Property") on which the Building is
located in the 4th Ward of the City of Pittsburgh, Allegheny County,
Pennsylvania, and more particularly described on Exhibit "A" attached hereto
(the Building, the Fixtures and the Property are hereinafter collectively
referred to as the "Premises"). In addition to the Premises, this Lease shall
also cover, a parking garage, surface parking and related facilities (the
"Parking Facilities) all as leased to Lessor by Urban Redevelopment Authority of
Pittsburgh ("URA") pursuant to a Lease substantially in the form attached hereto
as Exhibit B and made a part hereof (the "Parking Lease"). The use of the
Parking Facilities and other matters relating to the Parking Facilities shall be
as set forth in the Parking Lease.

         The term of this Lease (the "Term") shall extend for a twenty (20) year
period which period shall commence the date upon which the Building is completed
and a certificate of occupancy is issued (the "Commencement Date"). Lessor shall
use its best efforts to cause the Commencement Date to be on or before January
1, 1995. Lessor and Lessee agree that following determination of the
Commencement Date, they will enter into a written agreement evidencing the
Commencement Date. Lessee shall be entitled to occupancy on the Commencement
Date.

         Any holdover by Lessee following the Term of this Lease for any renewal
term shall, unless Lessor agrees otherwise in writing, be a holdover on a
month-to-month basis only at the same rental paid in the last month of the Term.

                                       -3-
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                                    SECTION 2
RENT AND ADDITIONAL RENT

A.       RENT

         As annual fixed rental for the Premises, Lessee shall pay to Lessor at
its office in the City of Duquesne at One Library Place, Duquesne, Pennsylvania
15110, a sum equal to the monthly mortgage debt service related to the Premises
multiplied by 1.1 (the excess of said sum over the monthly mortgage debt service
is hereinafter called the "Debt Service Coverage") plus the sum of $7,559 (the
"Parking Rent") payable in advance on the first business day of each calendar
month beginning on the 1st day of the fifth full month following the
Commencement Date (the "Fixed Rent") . The Debt Service Coverage shall be fixed
as of the Commencement Date and remain the same throughout the Term or any
renewal Term. Notwithstanding the foregoing, the Parking Rent will not be
payable unless and until a certificate of occupancy has been issued for the
Parking Facilities.

         Lessee hereby covenants and agrees to pay the Fixed Rent hereby
reserved as and when due. Lessee further covenants and agrees to pay all sums of
money, charges or other amounts required to be paid by the Lessee to the Lessor
or to another person under this Lease (the "Additional Rent") in addition to the
Fixed Rent provided for herein. Additional Rent shall also include the
assumption by Lessee of all obligations including the maintenance obligations
imposed on the lessee by URA pursuant to the Parking Lease and all costs of
operating the parking facilities. The Fixed Rent and Additional Rent are
sometimes hereinafter collectively referred to as the "Rent." Lessee shall be in
compliance with this Lease if, being directed in writing to do so, it pays the
Rent, exclusive of the Parking Rent, directly to Dollar Bank, the

                                       -4-
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holder of the first mortgage on the Premises, as and when due. Further,
Lessee shall be in compliance with this Lease if it pays the Parking Rent to URA
or its designee as may be directed in writing by URA.

B.       REAL ESTATE TAXES

         Lessee shall pay when due and before the same become delinquent, all
real estate taxes attributable to the Premises that may be assessed and levied
during theTerm hereof. Lessor will cooperate with Lessee should Lessee desire to
contest any future assessment or any such taxes at Lessee's cost and expense.
Real estate taxes for the first year of the Term hereof and the last year of the
Term, and for any year in which this Lease is prematurely terminated, as
permitted herein, shall be prorated between Lessor and Lessee. If Lessee fails
to pay such real estate taxes when due, Lessor may pay the taxes and interest
and penalties due thereon, provided however, Lessor shall, only have the right
to pay such taxes when Lessee is contesting the taxes if (i) Lessee has not paid
such taxes under protest; (ii) Lessor, in its sole discretion, finds that the
Premises or any part thereof is in danger of being sold, forfeited, lost or
interfered with; or (iii) Lessee has not provided any security required under
its contest proceedings. In such event, Lessee shall reimburse Lessor for the
amount of such taxes, interest and penalties thereon, and Lessor's expenses
relating thereto, as Additional Rent with interest thereon at the prime rate
announced from time to time by Pittsburgh National Bank plus two percent (2%)
(the "Late Rate") until payment is fully made to Lessor. Notwithstanding
anything else contained in this Lease or any related documents, Lessee will not
seek an assessment of the Premises for tax purposes in an amount less than
$3,916,600.

                                       -5-
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         If at any time during the Term hereof the methods of taxation
prevailing at the commencement of the Term hereof shall be altered so that in
lieu of or as a supplement to or a substitute for the whole or any part of the
real estate taxes or assessments now levied, assessed, or imposed upon the
Premises, there shall be levied, assessed, or imposed any form of assessment,
tax, license fee, license tax, business license fee, business license tax,
excise tax, commercial rental tax, levy, charge, penalty, or other imposition by
the federal or state government, any political subdivision, municipality, school
district, or other taxing body, then Lessee shall pay, as the case may be, all
such taxes, assessments, levies, impositions and charges or the part thereof so
measured or based, which are in lieu of or a substitute for, the whole or any
part of the real estate taxes or assessments now levied, assessed or imposed on
the Premises. Upon failure of the Lessee to pay the same when due, Lessor shall
have the right to pay the same and to collect the amount thereof from Lessee as
Additional Rent with interest thereon at the Late Rate. Lessor shall promptly
submit to Lessee all real estate or other applicable tax notices when they are
received from, the taxing bodies. Lessee shall pay all taxes or, or before the
payment due date, and at Lessor's request shall provide the Lessor with evidence
of payment's ten (10) days prior to the date on which they would become
delinquent.

 C. ESCALATION OF FIXED RENT

         Commencing January 1, 1998 and thereafter, the Fixed Rent may be
increased or decreased based on actual increases or decreases in variable
interest rate mortgage loans obtained to finance the construction of the
Premises. At the beginning of each calendar year commencing January 1, 1998 and
at January 1 of each succeeding year throughout the Term, Lessor will calculate
the Fixed Rent based on the variable interest rates of the preceding calendar
year, ie.

                                       -6-
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January 1 to December 31. At the end of each lease year, the Fixed Rate shall be
adjusted upward or downward depending upon the actual interest charged during
the year, and Lessor and Lessee shall pay to the other, as appropriate, any
excess rent paid or any shortage due within fifteen (15) days of Lessor's notice
to Lessee. Lessor shall provide written notice to Lessee within fifteen days of
the end of the lease year and will provide to Lessee sufficient evidence of the
interest paid. Pursuant to the loan documents given to evidence and secure the
first mortgage loan to Dollar Bank, Lessee is given the option to elect, from
time to time, a fixed rate or a variable rate. Lessee hereby agrees to give
Lessor notice of any such elections at the same time said elections are
forwarded to Dollar Bank.

                                    SECTION 3

UTILITIES

         Lessee shall pay as the same become due and payable all charges for
gas, electric, water and other utilities used by it or in connection with the
Premises. Upon failure of the Lessee to pay the same when due, Lessor shall have
the right to pay the same and collect the amount thereof from Lessee as
Additional Rent with interest thereon at the Late Rate.

                                    SECTION 4

USE
         Lessee shall use and occupy the Building as a Systems and Research
Center for research, development and education activities as well as related
support activities, all in connection with its business of designing,
manufacturing, installing and servicing signaling and control

                                       -7-
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equipment and systems for all branches of the transportation industry. The
Building is not to be used for retail sales or displays for such purposes.
Lessee shall not use or occupy the Building for any other purpose without prior
written consent of Lessor.

         Lessee will, at Lessee's expense, observe and comply with all laws,
orders, regulations, rules and requirements of Federal, State and local
governments or any subdivision, agency or authority thereof, applicable to the
Premises and Lessee's business contained therein. Lessee will indemnify and save
harmless Lessor from any liability, damage or expense (including attorneys' fees
and expenses) arising from Lessee's failure to comply with this Section 4.

         Lessee acknowledges and agrees that, except as expressly set forth in
this Lease, there have been no representations or warranties made by or on
behalf of Lessor with respect to the Premises or the Building. The taking of
possession of the Building by Lessee shall establish that the Premises and the
Building were at such time in satisfactory condition, order and repair.

                                    SECTION 5

ALTERATIONS

         Prior to commencement of any material alterations or additions to any
portion of the Premises, Lessee shall furnish to Lessor plans and specifications
of the work to be undertaken and information as to the equipment to be
installed, and obtain Lessor's prior written approval of the work and equipment,
which approval will not be unreasonably withheld or delayed. Lessee shall
endeavor to cause any interior work undertaken by Lessee to be accomplished by
such labor as will not given rise to labor disputes affecting the Building or
the Pittsburgh Technology Center.

                                       -8-
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         Lessee shall make no modifications to any parts of the structure of the
Building without the prior written approval by Lessor, which approval will not
be unreasonably withheld or delayed. This shall be deemed to include the floor
slabs, perimeter walls interior fire barrier walls and the roof of the Building.
Suspensions on or from the roof structure are prohibited Without an engineering
report showing adequate capacity.

         Prior to Lessee performing any construction or other work on or about
the Premises for which a lien could be filed, Lessee shall enter into a written
"no lien" agreement with the general contractor who is to perform such work, and
such written agreement shall be filed and recorded, in accordance with the
Mechanics' Lien Law of Pennsylvania, prior to the commencement of such work.
Notwithstanding the foregoing, if any mechanics' or other lien shall be filed
against the Premises or the Building purporting to be for labor or material
furnished or to be furnished at the request of the Lessee, then Lessee shall at
its expense cause such lien to be discharged of record by payment, bond or such
other indemnity reasonably satisfactory to Lessor, within ten (10) days after
the filing thereof. If Lessee shall fail to cause such lien to be discharged of
record within such ten (10) day period, or, if such lien is contested by Lessee,
and Lessee fails to bond such lien or provide adequate indemnity reasonably
satisfactory to Lessor, Lessor 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 Lessee shall reimburse Lessor for all amounts
paid and costs incurred, including reasonable attorneys, fees, in having such
lien discharged of record as Additional Rent with interest thereon at the Late
Rate.

         All alterations, additions or improvements to the Building made by
Lessee pursuant to this Section 5 hereof, shall become a part of the Building
when made and shall remain upon and

                                       -9-
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be surrendered with the Building at the end of the Term or any renewal thereof
unless Lessor, at the time of approval of the installation of such alterations,
additions and improvements, directed Lessee, at the end of the Term, to remove
such alterations, additions and improvements, in which case the Lessee shall
promptly remove the same. If Lessee fails to notify Lessor of its intention to
install alterations, additions and improvements, Lessee shall be obligated to
remove the same at the end of the Term or any renewal thereof. Lessee shall
repair, at its own expense, any damage to the Premises caused by the removal
thereof and shall restore the Premises to at least as good condition as prior to
the installation of such alterations, additions or improvements, ordinary wear
and tear excepted.

         Lessee may bring such equipment, furniture, trade fixtures or other
personal property into the Building as may be necessary for its business
provided, however, Lessee shall repair any physical damage occasioned by
installation of any such property. Should Lessee's personal property be of an
unusual size, type, weight or with installation characteristics so as to
adversely affect the Building, Lessor reserves the right to restrict the use of
the same in said Building. Lessor will rely on Lessee's engineering data in
determining whether or not the Building will be adversely affected by the
personal property, and said engineering data shall in delivered to Lessor prior
to the installation of any personal property that may adversely affect the
Building. If not then in default, Lessee shall have the right at the end of the
Term to remove any equipment, furniture, trade fixtures or other personal
property placed in the Building by Lessee, provided that Lessee promptly repairs
any physical damage to the Premises caused by such removal. Any personal
property remaining on the Premises after the expiration of the Term of this
Lease shall

                                      -10-
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be deemed to be abandoned by Lessee, and may be disposed of by Lessor without
liability to Lessee.

         In every such instance where Lessee (i) removes alterations,
improvement or additions, (ii) installs trade fixtures, furniture, equipment or
other personal property, (iii) removes any trade fixtures, furniture, equipment
or personal property, or (iv) fails to remove any personal property at the end
of the Term or the earlier termination of this Lease, Lessee shall repair any
physical damage occasioned by such activity. In every instance that Lessee does
not so repair the Premises, Lessor may repair the same and Lessee will
immediately reimburse Lessor for such costs with interest at the Late Rate.

                                    SECTION 6

SIGNAGE

         Lessor hereby agrees that Lessee May install or post any exterior signs
on or over the Premises as permitted in the Final Land Development Plan or other
rules of the Pittsburgh Technology Center.

         Lessee may also install at Lessee's own cost and expense an appropriate
sign on the Premises or Building referring to Lessee's business or services;
provided that the size, type and location of said sign or signs shall be in
compliance with all applicable laws; rules and regulations affecting the
Property and Building including any rules, regulations or restrictive covenants
applicable to the Pittsburgh Technology Center.

                                      -11-
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                                    SECTION 7
MAINTENANCE

         Lessee shall make all repairs to the Premises, including repairs to and
replacement of, if necessary, air conditioners and heating units, plumbing and
electrical fixtures, roof, floors and walls, doors, locks and windows,
maintenance of the sidewalks, driveways, parking areas and other areas of the
Property including grass and landscape maintenance and snow removal, as well as
all repairs and replacement, if necessary, of any nature to any part of the
Building necessitated by the use, act or neglect of Lessee. Lessee shall be
responsible to develop and to implement a program of regular inspection and
maintenance as required of the plumbing and electrical fixtures that is
satisfactory to Lessor. Lessee shall be responsible for all HVAC equipment
maintenance and will contract with a reputable firm in the area for such
purpose, such firm to he mutually satisfactory to Lessor and Lessee. Lessee
shall obtain the written consent of Lessor prior to making any repairs to the
roof, walls or other structural elements of the building, except in case of
emergency repairs required to prevent property loss or personal injury, in which
case, Lessee shall promptly notify Lessor of such repairs, and Lessor shall have
the right to inspect such repairs to insure that they are performed properly and
to require correction by Lessee if necessary.

         The Pittsburgh Technology Center Association shall assume
responsibility for maintenance of the sidewalks, driveways, parking areas and
other areas of the Property including grass and landscape maintenance and snow
removal, and the employees and agents of the

                                      -12-
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Association shall have access to the Property for said purposes. To the extent
the Association performs said maintenance, Lessee is relieved of doing so.

         If Lessee refuses or neglects to make such repairs, or fails to
diligently prosecute the same to completion, after written notice from Lessor of
the need therefor, and after the expiration of a reasonable time thereafter in
which to make the same, except in the event of emergency, in which case no
notice and cure period shall be required, Lessor may make such repairs at the
expense of Lessee and such expense shall be collectible as Additional Rent with
interest thereon at the Late Rate.

         Lessee shall keep the property and the exterior and interior of the
Building in an orderly, clean and safe condition, and shall provide for its own
janitorial services and rubbish disposal. Lessee will keep the Premises in such
condition as the Board of Health and the Board of Fire Underwriters having
authority in such matters may lawfully require.

                                    SECTION 8

ASSIGNMENT AND SUBLETTING

         Lessee shall not, either voluntarily or by operation of law, assign,
transfer, mortgage or otherwise encumber this Lease or sublet the Building or
permit any part thereof to be used or occupied by anyone other than Lessee or
`Lessee's employees, or invitees without prior written consent of Lessor in each
instance.

                                    SECTION 9

RIGHT OF ENTRY

                                      -13-
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         Lessor, its employees and agents, shall have the right to enter the
Premises at all reasonable business hours with prior reasonable notice (except
for emergencies) for the purpose of examining or inspecting the same, showing
the same to prospective purchasers, mortgagees or tenants of the Premises, or
making repairs, alterations or additions that Lessee fails to make in accordance
with the terms of this Lease. If representatives of Lessee shall not be present
to open and permit entry into the Premises in an emergency, Lessor may enter by
means of a master key or forcibly without liability to Lessee and without such
entry constituting an eviction of Lessee or termination of this Lease.

                                   SECTION 10

SURRENDER

         Lessee shall surrender the Premises to Lessor at the end of the Term
hereof, without notice of any kind, and Lessee waives all right to any such
notice as may be provided under any laws now or hereafter in effect in
Pennsylvania, including the Landlord and Tenant Act of 1951, as amended. At the
end of the Term of this Lease, Lessee shall surrender the Premises to Lessor,
together with all alterations, additions and improvements thereto that Lessor
has not designated to be removed, in broom clean condition and in good order and
repair except for ordinary wear and tear.

                                   SECTION 11

INDEMNIFICATION

                                      -14-
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         Lessee shall indemnify, hold harmless and defend Lessor from and
against any and all costs, expenses (including reasonable counsel fees),
liabilities, losses, damages, suits, actions, fines, penalties, claims or
demands of any kind and asserted by or on behalf of any person or governmental
authority, arising in connection with the Premises or out of Lessee's use and
occupancy thereof (except those arising out of or related to conditions existing
at, on or under the Premises prior to the Commencement Date and/or the
negligence or wilful misconduct of Lessor).

                                   SECTION 12
INSURANCE

         Lessee will, at Lessee's cost and expense, maintain with financially
responsible insurance companies reasonably acceptable to Lessor during the Term
of this Lease, comprehensive public liability insurance with minimum combined
single limits of at least $10,000,000 for bodily injury liability and property
damage liability or such other amounts as Lessor may from time to tine require.
Lessee shall, at Lessee's sole cost and expense, keep the insurable portions of
the Premises insured against loss or damage on an "all risk" basis with all
standard extended coverages including vandalism and malicious mischief in such
qualified insurance company or companies reasonably acceptable to Lessor. Such
insurance policy or policies shall cover insurable portions of the Premises in
an amount not less than the full current replacement value of the insurable
portions of the Premises including increased cost of construction to comply with
governmental regulations and requirements without deduction for depreciation.
All of the said insurance policies shall name Lessor as additional insured and
as loss payee. Holders of all

                                      -15-
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mortgages on the Premises (the "Mortgagees") shall be listed as mortgagees as
well as additional insureds as their interests may appear.

         All such policies shall be procured or caused to be procured for
periods of not less than one (1) year. Each such policy shall provide that the
policy cannot be canceled or the coverage thereunder reduced without thirty (30)
days' prior written notice to Lessor. Lessee shall deliver to Lessor
certificates of insurance evidencing the insurance maintained or caused to be
maintained by Lessee pursuant hereto immediately upon receipt from the insurance
company or companies, and all new and renewal certificates replacing any such
policies that expire during the Term shall be delivered to Lessor by the
insurance company pursuant to the terms of each insurance policy at least thirty
(30) days before the date of expiration of any such policy. The Lessee does
hereby covenant for itself and its assigns, that it will not carry on upon the
Premises, or permit to be carried on, any business or trade, or do or permit to
be done anything which may increase the fire or public health hazard above that
incidental to the ordinary conduct of the business specified herein. Upon
request of Lessor or any of the Mortgagees, Lessee will provide copies of any or
all insurance policies affecting the Premises.

                                   SECTION 13

DAMAGE, DESTRUCTION OR CONDEMNATION OF LEASED PREMISES

         If the Premises are partially damaged by fire or other casualty whether
or not caused by Lessee's negligence or intentional act, the damage shall be
promptly repaired by and at the expense of Lessee and there will be no
apportionment of Rent. Lessee agrees to repair such

                                      -16-
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damage within a reasonable period of time, provided that insurance proceeds
collected by Lessor on account of such fire or casualty are made available to
Lessee for such repairs.

         If the Building is totally damaged or is rendered wholly untenantable
by fire or other casualty, and the Mortgagees will not permit proceeds of
insurance to be used to rebuild, then this Lease shall terminate on the third
day after notice is given to Lessee that the insurance proceeds will be used to
reduce the principal of the mortgages. Otherwise, Lessor shall, as soon as
reasonably possible, but within thirty (30) days after such fire or other
casualty, give Lessee written notice of whether Lessor intends to rebuild the
Building. If Lessor decides not to rebuild, Lessee, if permitted by the
Mortgagees, may elect to rebuild and may use the proceeds of insurance to do so.
In such event, Lessee shall notify Lessor within thirty (30) days after Lessee's
receipt of notice from Lessor regarding the state of reconstruction whether
intends to rebuild. If Lessee does not intend to rebuild, all insurance proceeds
shall be used to repay the mortgages and any balance shall be paid to Lessor,
and thereupon the Term of the Lease shall expire by lapse of time upon the third
day after such notice is given by Lessee, and Lessee shall vacate the Premises
and surrender the same to Lessor. If Lessee elects to rebuild, such rebuilding
shall comply with all requirements of the Mortgagees and such other requirements
as Lessor may establish including an escrow fund of the insurance proceeds to be
controlled by Lessor during construction and procurement of builders risk and
general liability insurance by Lessee in amounts determined by Lessor.
Additionally, Lessee shall comply with all requirements under Section 5.

                                      -17-
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         In no event will Lessor be liable for damage to Lessee's personal
property, equipment, trade fixtures and leasehold improvements on the Premises
or for loss suffered by the business of Lessee.

         If the whole of the Premises shall be condemned or taken either
permanently or temporarily for any public or quasi public use or purpose, then
in that event, the Term of the Lease shall cease and terminate from the date of
title vesting in such proceeding or purchase and Lessee shall have no claim
against Lessor for the value of the unexpired Term of said Lease, and shall
release unto Lessor any such claim it may have against the condemnor for such
value. In the event only a portion of the Building be so taken, Lessor may
terminate this Lease from the date of title vesting in such proceeding or
purchase, or Lessor may elect to repair and restore, at its own expense, the
portion not taken and thereafter the Rent shall be reduced proportionately to
the portion of the Building taken, provided, however, the rent is always
sufficient for Lessor to pay the Mortgagees. If Lessor elects not to rebuild,
Lessee may elect, by providing thirty (30) days' written notice to Lessor of its
intention to rebuild following receipt of notice from Lessor, to rebuild in
accordance with the provisions set forth above relating to damage and
destruction, if the Mortgagees permit Lessee to use the proceeds of condemnation
to rebuild. If Lessor or Lessee elect to repair and restore the Building, Rent
shall not abate during the reconstruction.

                                   SECTION 14
DEFAULT

         A.       The occurrence of any of  the  following  shall  constitute a
material default and breach of this Lease by Lessee:

                                      -18-
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                  (i)      A failure by Lessee to pay the Rent reserved herein,
                           or to make any other payment required to be made by
                           Lessee hereunder, where such failure continues for
                           ten (10) days after written notice thereof. Any Rent
                           payable to Lessor which is not paid when due shall
                           bear interest at the Late Rate until paid;

                  (ii)     A failure by Lessee to observe and perform any other
                           provisions or covenants of this Lease or the Parking
                           Lease to be observed or performed by Lessee, where
                           such failure continues for thirty (30) days after
                           written notice thereof from Lessor to Lessee
                           provided, however, that if the nature of the default
                           is such that the same cannot reasonably be cured
                           within such thirty (30) day period, Lessee shall not
                           be deemed to be in default if Lessee shall within
                           such period commence such cure and thereafter
                           diligently prosecute the same to completion;

                  (iii)    The making by Lessee of any assignment for the
                           benefit of creditors; the adjudication that Lessee is
                           bankrupt or insolvent; the filing by or against
                           Lessee of a petition to have Lessee adjudged bankrupt
                           or a petition for reorganization or arrangement under
                           any law relating to bankruptcy; the appointment of a
                           trustee or receiver to take possession of
                           substantially all of Lessee's assets located in the
                           Building or of Lessee's interest in this Lease; or
                           the attachment, execution or levy against, or other
                           judicial seizure of, substantially all of Lessee's
                           assets located in the Building or of Lessee's
                           interest in this Lease.

                                      -19-
<PAGE>

         B. Lessor shall not be deemed to be in default in the performance of
any obligation required to be performed by Lessor hereunder unless and until it
has failed to perform such obligation within thirty (30) days after written
notice thereof from Lessee to Lessor; provided, however, that if the nature of
Lessor's obligation is such that more than thirty (30) days are required for its
performance, then Lessor shall not be deemed to be in default if it shall
commence such performance within such thirty (30) day period and thereafter
diligently prosecute the same to completion.

                                   SECTION 15

REMEDIES

         In the event of any default or breach of this Lease by Lessee as set
forth in Section 14 hereof, Lessor, at its option, following all applicable
notice and grace periods, may (i) terminate this Lease upon and by giving
written notice of termination to Lessee, and (ii) declare such of the Rent as is
required to pay in full the outstanding mortgages, including principal, interest
and penalties, if any, to be immediately due and payable, or (iii) without
terminating this Lease, at any time after such default or breach, without notice
or demand additional to that provided in Section 14 hereof, and without limiting
Lessor in the exercise of any other right or remedy which Lessor may have by
reason of such default or breach (other than the aforesaid right of
termination), exercise any one or more of the remedies hereinafter provided in
this Section or as otherwise provided by law, all of such remedies (whether
provided herein or by law) being cumulative and riot exclusive. Lessor may enter
the Premises (with or without process of law and without thereby incurring any
liability to Lessee and without such entry constituting an

                                      -20-
<PAGE>

eviction of Lessee or termination of this Lease) and take possession of the
Premises and all personal property of every kind in or on the Premises, and
Lessor may (i) apply against the Rent and the expenses, including reasonable
attorneys' fees, which Lessor may have incurred in connection with such
repossession, either the value of such personal property or the proceeds, after
selling expenses, from the sale of such personal property, whichever Lessor
chooses to do, and (ii) at any time and from time to time relet the Premises or
any part thereof for the account of Lessee, for such terms, upon such conditions
and at such rental as Lessor may deem proper. In the event of such reletting,
(i) Lessor shall receive and collect the rent therefrom and shall first apply
such rent against such expenses as Lessor may have incurred in recovering
possession of the Premises, placing the same in good order and condition,
repairing the same for reletting, and such other expenses, commissions, and
charges, including reasonable attorneys' fees, which Lessor may have paid or
incurred in connection with such repossession and reletting, and then shall
apply such rent against the Rent, and (ii) the tenant of such reletting shall be
under no obligation to see to the application by Lessor of any rent collected by
Lessor, nor shall Lessee have any right to collect any rent under such
reletting. No re-entry by Lessor shall be deemed to be an acceptance of a
surrender by Lessee of this Lease or of the Premises.

                                   SECTION 16

FORCE MAJEURE

         Except to the extent provided to the contrary, in the event that either
party shall be delayed or hindered in, or prevented from, the performance of any
work, service or other acts required under this Lease to be performed by the
party and such delay or hindrance is due to

                                      -21-
<PAGE>

strikes, lockouts, acts of God, governmental restrictions, enemy act, civil
commotion, unavoidable fire or other casualty, or other causes of a like nature
beyond the control of the party so delayed or hindered, then performance of such
work, service or other act shall be excused for a period of such delay and the
period for the performance of such work, service or other act shall be extended
for a period equivalent to the period of such delay. In no event shall such
delay constitute a termination of this Lease. The provisions of this Section
shall not operate to excuse Lessee from the prompt payment of Rent. Written
notice of any such delays, other than temporary or emergency interruptions,
shall be given to the other party as well as written notice of the cessation of
the same.

                                   SECTION 17

QUIET ENJOYMENT

         If and so long as Lessee pays the Rent reserved hereunder, and observes
and performs all of the covenants, conditions and provisions on Lessee's part to
be observed and performed hereunder, Lessee shall and may peaceably and quietly
have, hold and enjoy the Premises for the entire Term hereof, subject to all of
the provisions of this Lease.

                                   SECTION 18

SUBORDINATION OF LEASE

         Lessee hereby acknowledges that this Lease and all the rights Lessee
has hereunder shall be and forever remain junior, subordinate and inferior to
any mortgage or mortgages which Lessor may cause to be recorded against the
Premises. Lessee shall, on request, execute,

                                      -22-
<PAGE>

acknowledge and deliver to the holder of any such mortgage, from time to time,
any documents that may be required by such holder to evidence and acknowledge
the subordination of the Lease to such mortgage. In the event of a foreclosure
of such mortgage, Lessee hereby agrees that this Lease shall not terminate by
reason thereof, and Lessee further agrees to attorn to and to recognize as
lessor hereunder the mortgagee, or any purchaser at a foreclosure sale or any
purchaser of the Premises in lieu thereof, for the balance of the Term of this
Lease, provided, however, any such mortgagee or purchaser which shall become the
lessor hereunder shall not be:

                  (a)      Liable for any act or omission of Lessor;

                  (b)      subject to any offsets or defenses which Lessee
                           might, have against Lessor;

                  (c)      bound by any Rent or Additional Rent which Lessee may
                           have paid to Lessor for more than the current month;
                           or,

                  (d)      bound by any amendment or modifications of said Lease
                           without its consent, which consent will not be
                           unreasonably withheld or delayed.

                                      -23-
<PAGE>

                                   SECTION 19

NOTICES

         All notices required or permitted hereunder shall be deemed
sufficiently given if sent by certified or registered mail, return receipt
requested, addressed to the Lessor or Lessee, as the case may be, as follows:

                  To Lessor:        REGIONAL INDUSTRIAL DEVELOPMENT
                                    CORPORATION OF SOUTHWESTERN PENNSYLVANIA
                                    1220 Frick Building
                                    Pittsburgh, Pennsylvania  15219
                                    Attention:  President

                  To Lessee:        UNION SWITCH & SIGNAL INC.
                                    1901 Main Street
                                    Suite 1150, Mail Code 701
                                    Columbia, South Carolina  29201
                                    Attention:  Secretary

                  with copy to:     UNION SWITCH & SIGNAL INC.
                                    Pittsburgh Tecnology Center
                                    Pittsburgh, Pennsylvania  15219
                                    Attention:  Facility Manager

Either party may change its address by notice so given to the other.

                                   SECTION 20

ENVIRONMENTAL MATTERS

         A.       For purposes of this Lease:

                  (1) As used herein, the term "Environmental Laws" shall mean
any and all federal, state, or local laws, statutes, rules, regulations,
ordinances, interstate compacts, or judicial or administrative decrees, orders,
decisions, or permits relating to emissions, discharges,

                                      -24-
<PAGE>

releases or threatened releases of pollutants, contaminants or Hazardous
Substances into the environment (including, without limitation, ambient air,
surface water, ground water or subsurface strata); or otherwise relating to the
use, storage, treatment, transportation, manufacture, refinement, handling,
production or disposal of such pollutants, contaminants or Hazardous Substances,
including, without limitation, the following statutes, as amended and judicially
and administratively interpreted through the date hereof, and all regulations
promulgated thereunder as of such date, including without limitation all
comparable statutes, regulations, and interpretations by the Commonwealth of
Pennsylvania: the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S. C. 9601 et seq. ("CERCLA"); the Superfund Amendments and
Reauthorization Act of 1986, 42 USA ("SARA") the Federal Water Pollution Control
Act, U. S.C. 1251 et seq. ("FWPCA"); the Clean Air Act, 42 U.S. C. 7401 et seq.;
the Resource Conservation and Recovery Act, 42 U.S.C. 4901 et seq. ("RCRA"); the
Safe Drinking Water Act, 42 U.S.C. 300 et seq.; the "Toxic Substance Control
Act, 15 U.S.C. 2 601 et seq.; the Clean Water ACT, 33 U.S.C. 1251 et seq.; the
National Environmental Policy Act 42 U.S. C. 4321 et seq. the Hazardous
Substances Cleanup Act, 35 Pa. C.S.A. 6020.101 et seq. ("HSCA"); the Clean
Streams Law, 35 Pa. C.S.A. 691.1 et seq.; the Solid Waste Management Act, 35 Pa.
C. S.A. 6018. 101 et seq.; and the Pennsylvania Storage Tank and Spill
Prevention Act, Pa Act No. 1989-32; and the Infections and Chemotherapeutic
Waste Act, 35, Pa. C.S.A. 6019 et seq.

                  (2) As used herein, the term "Hazardous Substance" shall mean
any and all elements, compounds, chemical mixtures, contaminants, pollutants, or
other substances identified as "Hazardous Substances" under CERCLA, SARA, or
HSCA and all comparable
                                      -25-
<PAGE>

statutes and regulations, Infections or Chemotherapeutic Waste and any used or
unused petroleum products.

         B.       Lessee shall:

                  (1) Not cause or permit any Hazardous Substance to be placed,
held, located, released, spilled, transported or, disposed of on, under, at or
from the Premises or any real estate contiguous thereto in contravention of any
Environmental Laws;

                  (2) Contain at or remove from the Premises or perform any
other remedial action regarding any Hazardous Substance, at Lessee's sole cost
and expense, if, as and when such containment, removal or other remedial action
is required under any legal requirement and, whether or not so required, perform
any containment removal or remediation of any kind of any Hazardous Substance in
compliance with all legal requirements; (except for any Hazardous Substance
introduced to the Premises prior to the Commencement Date).

                  (3) Not permit any subtenant or occupant of the Premises to
engage in any activity that could result in any liability, cost or expense to
any such subtenant, or occupant, lessee, Lessor or any other owner of the
Premises or any portion thereof or the creation of a lien on the Premises under
any Environmental Laws or under any similar applicable law or regulation;

                  (4) Provide Lessor with written notice (and a copy as may be
applicable) of any of the following within ten (10) days thereof; (a) Lessee's
obtaining actual knowledge or notice of any kind of the presence, or any actual
or threatened release, of any Hazardous Substance on, under, at or from the
Premises not authorized or permitted under Environmental Laws; b) Lessee's
receipt or submission, or Lessee's obtaining actual knowledge or notice of any

                                      -26-
<PAGE>

kind, of any report, citation, notice or other communication from or to any
federal, state or local government or quasiovernmental authority regarding any
Hazardous Substance in any way materially adversely affecting the Premises; or
(c) Lessee's obtaining actual knowledge or notice of any kind of the incurrence
of any cost or expense by any federal, state or local governmental or quasi
governmental authority or any private party in connection with the assessment,
monitoring, containment, removal or remediation of any kind of any Hazardous
Substance on, under, at or from the Premises, or of the recording of any lien on
the Premises in connection with any such action or Hazardous Substance on, under
or at the Premises; and

                  (5) Defend all actions against the Lessor and pay, protect,
indemnify and save harmless the Lessor from and against. any and all
liabilities, losses, damages, costs, expenses (including, without limitation,
reasonable attorneys' fees and expenses), causes of action, suits, claims,
demands or judgments of any nature arising from Lessee's failure to comply with
this Section 20. The indemnity contained in this Section 20 shall survive the
expiration or earlier termination of this Lease with respect to the obligations
and liabilities of Lessee hereunder, actual or contingent, which have arisen on
or prior to such expiration or earlier termination.

                                   SECTION 21

OPTIONS TO RENEW

         Lessee shall have the right and option to renew this Lease for four (4)
additional terms of five (5) years each commencing immediately following
termination of the Term provided (i) that this Lease is in full force and effect
immediately prior to the date of the commencement of such renewal term; (ii)
that Lessee is not in material default under any of the provisions herein; and

                                      -27-
<PAGE>

(iii) that Lessee is in full occupancy of the Premises for its own use and
intends to continue such occupancy. Such options shall be exercised by Lessee
serving on Lessor written notice to that effect at least six months in advance
of the expiration of the Term or any renewal term. Such renewal shall be upon
the same terms, covenants, conditions and limitations as in this Lease, except
that the monthly Fixed Rent shall be the total of: (i) the monthly mortgage debt
service, if any; (ii) the Debt Service Coverage; (iii) the sum of $7,559; and
any escalations that have occurred and were in effect for the preceding Term or
renewal Term. The notice of election to take the renewal term when given by
Lessee shall be irrevocable and shall constitute an agreement between the
parties for a renewal of this Lease as herein stated. If this Lease or the term
of the Lessee hereunder shall be terminated or come to an end pursuant to any of
the provisions of this Lease, all rights of Lessee to renew shall be deemed
terminated automatically.

                                   SECTION 22

OPTION TO PURCHASE.

         Commencing on the eleventh anniversary of the Commencement Date and on
each anniversary of the Commencement Date thereafter, Lessee shall have the
option to purchase the Premises at a purchase price equal to the outstanding
balance of the mortgage indebtedness against the Premises plus the sum of
$1,000,000. Lessee may exercise this option to purchase by giving written notice
of its desire to do so sixty (60) days prior to the applicable anniversary date.
A mutually convenient closing date shall be fixed not less than sixty (60) days
nor more than ninety (90) days following the date of said notice.

                                      -28-
<PAGE>

         On the closing date, Lessor will convey the Premises to Lessee by deed
of special warranty free and clear of all liens, encumbrances, reservations and
other title matters except for those existing on the Commencement Date (other
than mortgage liens) and except for any easements or rights of way granted to
utility companies to service the Premises or any other easement, reservation or
restriction granted by Lessor with Lessee's written approval.

                                   SECTION 23

MISCELLANEOUS

         A. The failure or delay on the part of either party to enforce or
exercise at any time any of the provisions, rights or remedies in this Lease
shall in no way be construed to be a waiver thereof, nor in any way to affect
the validity of this Lease or any part hereof, or the right of the party to
thereafter enforce each and every such provision, right or remedy. No waiver of
any breach of this Lease shall be held to be a waiver of any other or subsequent
breach. The receipt by Lessor of Rent at a time when the Rent is in default
under this Lease shall not be construed as a waiver of such default. Except as
otherwise agreed by Lessor, the receipt by Lessor of a lesser amount than the
Rent due shall not be construed to be other than a payment on account of the
Rent then due, nor shall any statement on Lessee's check or any letter
accompanying Lessee's check be deemed an accord and satisfaction, and Lessor may
accept such payment without prejudice to Lessor's right to recover the balance
of the Rent due or to pursue any other remedies provided in this Lease. No act
or thing done by Lessor or Lessor's agents or employees during the Term of this
Lease shall be deemed an acceptance of a surrender of the Premises, and no
agreement to accent such a surrender shall be valid unless in writing and signed
by Lessor.

                                      -29-
<PAGE>

         B. Lessee shall, at any time and from time to time, within ten (10)
days following written request from Lessor, execute, acknowledge and deliver to
Lessor a written statement certifying that this Lease is in full force and
effect and unmodified (or if modified, stating the nature of such modification),
certifying the date to which the Rent reserved hereunder has been paid, and
certifying that there are not, to Lessee's knowledge, any defaults on the part
of Lessor hereunder, or specifying such defaults if any are claimed. Any such
statement may be relied upon by any prospective purchaser or mortgagee of all or
any part of the Premises. Lessee's failure to deliver such statement within said
ten (10) day period shall be conclusive upon Lessee that this Lease is in full
force and effect and unmodified, and that there are no defaults in Lessor's
performance hereunder.

         C. The respective rights and obligations provided in this Lease shall
bind and shall inure to the benefit of the parties hereto, their successors and
assigns; provided, however, that no rights shall inure to the benefit of any
successor of Lessee unless Lessor's written consent for the transfer to such
successor has first been obtained.

         D. This Lease shall be construed, governed and enforced in accordance
with the laws of the Commonwealth of Pennsylvania.

         E. If any provisions of this Lease shall be held to be invalid, void or
unenforceable, the remaining provisions hereof shall in no way be affected or
impaired and such remaining provisions shall remain in full force and effect.

         F. As used in this Lease, the word "person" shall mean and include,
where appropriate, an individual, corporation, partnership or other entity; the
plural shall be substituted

                                      -30-
<PAGE>

for the singular, and the singular for the plural, where appropriate; and words
of any gender shall mean to include the other gender.

         G. This Lease has been executed and delivered pursuant to a Development
Agreement, dated September __, 1993, by and among Lessor, Lessee and URA (the
"Development Agreement"). This Lease and the Development Agreement, including
the Exhibits and any attachments to each, contain all the agreements,
conditions, understandings, representations and warranties made among the
parties hereto with respect to the subject matter hereof, which is the lease of
the Premises hereinbefore mentioned, and may not be modified orally or in any
manner other than by an agreement in writing signed by all parties hereto or
their respective successors in interest. The relationship of the parties hereto
under this Lease shall be as Lessor and Lessee only, and said relationship shall
not be affected by other matters or agreements.

         H. Upon request of Lessee, Lessor and Lessee will execute and record a
Memorandum of this Lease. Such Memorandum shall contain a provision appointing
Lessor as Lessee's attorney-in-fact to execute and record a Termination of Lease
document if Lessee shall fail to do so within ten (10) days after the Lease has
terminated. All preparation, recording, filing and like charges and any stamp
charge for recording transfer or other tax shall be payable by Lessee whether in
connection with recording or otherwise under this Lease.

         I. This Lease shall be deemed and construed to be a "triple net lease"
and notwithstanding anything to the contrary, Lessee shall pay to Lessor
absolutely net throughout the Term all Rent free of any charges, assessments,
impositions or deductions of any kind and without abatement, deduction or
set-off.

                                      -31-
<PAGE>


         IN WITNESS WHEREOF, the parties have duly executed this Lease and have
initialed the Exhibits and attachments the day and year first above written,
intending to be legally bound hereby.

ATTEST:                             REGIONAL INDUSTRIAL DEVELOPMENT
                                    CORPORATION OF SOUTHWESTERN
                                    PENNSYLVANIA

 /s/ Illegible                      By /s/ Francis B. Robinson
---------------------                  -----------------------
      Secretary                               President

(Corporate Seal)


ATTEST:                             UNION SWITCH & SIGNAL. INC.


/s/ M.P. Rivera                     By  /s/ Walter Alessandrini
---------------------                   -----------------------
      Secretary                               President


(Corporate Seal)


                                      -32-

<PAGE>

                            SUBORDINATION, ATTORNMENT
                          AND LEASE AMENDMENT AGREEMENT


         THIS SUBORDINATION, ATTORNMENT AND LEASE AMENDMENT AGREEMENT (this
"Agreement") is made as of this 30th day of November, 1993, by and among DOLLAR
BANK, FEDERAL SAVINGS BANK, (hereinafter referred to as the "Mortgagee"), UNION
SWITCH & SIGNAL INC., a Delaware corporation, ("Tenant") and REGIONAL INDUSTRIAL
DEVELOPMENT CORPORATION OF SOUTHWESTERN PENNSYLVANIA, a Pennsylvania non-profit
corporation, ("Landlord").


                                   WITNESSETH:

         WHEREAS, Landlord is the owner of certain real property together with
the improvements situate thereon (the "Property") located in tho Pittsburgh
Technology Center in the 4th ward of the City of Pittsburgh, Allegheny County,
Pennsylvania, and more particularly described on Exhibit A attached hereto and
made a part hereof; and

         WHEREAS, the Landlord and Tenant entered into a certain lease dated
September 14, 1993 (hereinafter referred to as the "Lease"), covering the
Property;

         WHEREAS, the Mortgagee is the holder of a certain Open-End Mortgage and
Security Agreement granted by the Urban Redevelopment Authority of Pittsburgh
and Landlord, which is dated September 20, 1993 and recorded in the Office of
the Recorder of Deeds of Allegheny County, Pennsylvania at Mortgage Book Volume
13480, page 568 and which encumbers the Property, as modified by Assumption,
Affirmation and Amendment of Open-End Mortgage and Security Agreement entered
into by and between Landlord and Mortgagee dated as of November



<PAGE>



30, 1993 and which was recorded in the Office of the Recorder of Deeds of
Allegheny County, Pennsylvania at Mortgage Book Volume 13718, page 622
(hereinafter referred to as the "Mortgage");

         WHEREAS, the parties hereto are willing to agree that the Lease shall
be subordinate to the Mortgage; and

         WHEREAS, the Landlord and the Tenant desire to amend the Lease as an
inducement to Mortgagee to enter into the financing arrangements contemplated by
the Mortgagee.

         NOW, THEREFORE, in consideration of the premises, the mutual covenants
contained herein and Ten Dollars ($10.00) and other good and valuable
consideration each to the other in hand paid, the receipt of which is hereby
acknowledged, the Mortgagee, the Landlord and the Tenant, intending to be
legally bound hereby, covenant and agree as follows:

         SECTION I.   RECITALS

                  Landlord, Tenant and Mortgagee acknowledge and agree that the
recitals set forth above are incorporated into and made a part of this Agreement
by reference.

         SECTION II.   SUBORDINATION AND ATTORNMENT AGREEMENT

                  A. The Lease and all estates, rights, options, liens, and
charges therein contained or created thereunder are and shall be subject and
subordinate to the lien and effect of the Mortgage insofar as it affects the
Property and to all renewals, modifications, consolidations, replacements, and
extensions thereof, to the full extent of the principal sum secured thereby and
interest thereon, with the same force and effect as if the Mortgage had been
executed, delivered, and duly recorded in the above-mentioned public records,
prior to the execution and delivery of the Lease.


                                       -2-

<PAGE>



                  B. In the event that the Mortgagee (a) succeeds to the
interest of the Landlord under the Lease, and/or (b) acquires title to tho
Property, the Tenant hereby agrees to be bound to Mortgagee under all of the
terms, covenants, and conditions of the Lease; accordingly, from and after such
event, the Mortgagee shall have the same remedies against Tenant for the breach
of an agreement contained in the Lease as the Landlord had before the Mortgagee
succeeded to the interest of the Landlord and/or obtained title to the Property;
provided, however, that the Mortgagee shall not be:

                           (a) liable for any previous act or omission of the
Landlord; or

                           (b) subject to any offsets or defenses related to the
Premises which the Tenant might have against the Landlord; or

                           (c) bound by any rent or additional rent which the
Tenant might have paid to the Landlord; or

                           (d) bound by any material amendment or modification
of the Lease made without its written consent; or

                           (e) liable for any obligations, as landlord under the
Lease, which occurred or accrued either prior to the date the Mortgagee
succeeded to the interest of the Landlord under the Lease or acquired title to
the Property, or after the Mortgagee sold, assigned, conveyed or otherwise
disposed of its interest in the Lease and the Property.

                  C. In the event that anyone else acquires title to or the
right to possession of the Property upon the foreclosure of the Mortgage or upon
the sale of the Property by the Mortgagee or its successors or assigns after
foreclosure or acquisition of title in lieu thereof or otherwise, the Tenant
agrees not to seek to terminate the Lease by reason thereof, but shall


                                       -3-

<PAGE>



remain bound to the new owner so long as the new owner agrees to be bound to the
Tenant under all of the terms, covenants and conditions of the Lease.

                  D. The Tenant hereby warrants, represents, covenants, and
agrees to and with the Mortgagee:

                           (a) except for a termination of the Lease effected by
the exercise by Tenant of its purchase option contained in the Lease after the
obligations secured by the Mortgage have been paid in full, not to alter or
modify the Lease in any respect or terminate the Lease without the prior written
consent of the Mortgagee and the Tenant further agrees that any such attempted
alteration, modification or termination shall be null and void and of absolutely
no effect whatsoever unless the Mortgagee has given its written consent thereto;

                           (b) to deliver to the Mortgagee a duplicate of each
notice of default delivered to the Landlord at the same time as such notice is
given to the Landlord; and

                           (c) that the Tenant is now the sole owner of the
leasehold estate created by the Lease and shall not hereafter assign or sublet
the Lease without the prior written consent of the Mortgagee.

         SECTION III.   LEASE AMENDMENT

                           A. Amendment of Section 2 of the Lease. (a)
Subsection A of Section 2 of the Lease is deleted in its entirety and is
replaced as follows:


                                       -4-

<PAGE>



                           (A)      RENT

                           As annual fixed rental for the Premises, Lessee shall
         pay a sum equal to the monthly mortgage debt service related to the
         Premises multiplied by 1.1 (the excess of said sum over the monthly
         mortgage debt service is hereinafter called the "Debt Service
         Coverage") plus the sum of $7,559 (the "Parking Rent") payable in
         advance on the first business day of each calendar month beginning on
         the earlier of (i) July 1, 1995 or (ii) 1st day of the fifth full month
         following the Commencement Date (the "Fixed Rent"). The Debt Service
         Coverage shall be fixed as of the Commencement Date and remain the same
         throughout the Term or any renewal Term; provided, however, that in the
         event that the Commencement Date falls on a date other than the first
         business day of the month, such Fixed Rent shall be prorated for the
         balance of that first calendar month of the Term. Notwithstanding the
         foregoing, the Parking Rent will not be payable unless and until a
         certificate of occupancy has been issued for the Parking Facilities.

                           For so long as any amounts remain owing to Dollar
         Bank, Federal Savings Bank in connection with its construction and term
         loan for the Premises, Lessee shall pay all Rent (as hereinafter
         defined), exclusive of Parking Rent, directly to Dollar Bank, Federal
         Savings Bank (the "Bank") at the following address:

                           Dollar Bank, Federal Savings Bank
                           Three Gateway Center, 10 West
                           Pittsburgh, PA  15222


All checks shall be made payable to Dollar Bank, Federal Savings Bank and shall
reference Loan No.__________ on the front of each check. Lessee hereby covenants
and agrees that Lessee shall not pay Rent, except for Parking Rent, to anyone
other than the Bank unless directed to do so in a writing signed by the Bank.
Lessee's obligation to pay Rent, exclusive of Parking Rent, directly to the Bank
is and shall be absolute.

                  Lessee hereby covenants and agrees to pay the Fixed Rent
hereby reserved as and when due. Lessee further covenants and agrees to pay all
sums of money, charges or other amounts required to be paid by the Lessee to the
Lessor or to another person under this Lease (the "Additional Rent") in addition
to the Fixed Rent provided for herein. Additional Rent shall also include the
assumption by Lessee of all obligations including the maintenance obligations
imposed on the lessee by URA pursuant to the Parking Lease and all costs of
operating the parking facilities. The Fixed Rent and Additional Rent are
sometimes hereinafter collectively referred to as the "Rent." Lessee shall be in
compliance with this Lease if it pays the Parking Rent to URA or its designee as
may be directed in writing by URA.



                                       -5-

<PAGE>



                           (b) The third sentence in Subsection C of Section 2
of the Lease is deleted in its entirety and is replaced as follows:

                  At the end of each lease year, the Debt Service Coverage
                  portion of the Fixed Rent shall be adjusted upward or downward
                  depending upon the actual interest charged during the year,
                  and Lessee shall pay to the Bank any shortage due within
                  fifteen days of Lessor's notice to Lessee and Bank, and, in
                  the event of any excess rent paid which has not been
                  previously applied to the Loan or released to the Lessor by
                  the Bank, Lessee and Lessor agree that so long as an event of
                  default has not occurred under the documentation evidencing
                  the Bank's construction and term loan for the Premises the
                  Bank shall pay such excess to Lessee.

                  B. Amendment of Section 8 of the Lease. Section 8 of tho Lease
is amended by adding the following language after the first sentence of Section
8:
                  Notwithstanding the immediately preceding sentence, Lessor
                  shall consent to and join in a leasehold mortgage of Lessee's
                  interest in the Premises and an assignment of Lessee's
                  interest in this Lease in favor of the Bank if the Bank
                  desires such a leasehold mortgage and/or assignment.

                  C. Amendment of Section 14 of the Lease. Section 14 of the
Lease is amended by adding the following new subsection after Subsection 5:

                     C. Lessor and Lessee agree that prior to taking any action
         with respect to a breach or a default under this Lease, the party
         seeking to take action shall give the Bank at least 60 days written
         notice of the default or breach under this Lease and that the Bank
         shall have the right, but not the obligation, to cure any default or
         breach by Lessee or Lessor under this Lease (without releasing Lessee
         or Lessor from any obligation) and the nondefaulting party agrees to
         accept any such cure made by Bank as though such cure was made by the
         defaulting party. The defaulting party agrees to pay to Bank upon
         demand all sums expended by Bank in connection with such cure,
         including reasonable counsel fees, and (x) in the case of Lessee,
         together with interest thereon at the Late Rate as Additional Rent, and
         (y) in the case of Lessor, together with interest thereon at the rate
         provided for in the loan documents executed in connection with the
         Open-End Mortgage and Security Agreement dated September 20, 1993,
         executed and delivered by Lessor in favor of the Bank (the "Mortgage"),
         and, if such sums are not paid to the Bank, the same shall be added to
         the indebtedness secured by, inter alia, the Mortgage.



                                       -6-

<PAGE>



                     D. Amendment of Section 18 of the Lease. Section 18 of the
Lease is deleted in its entirety and is replaced with the following language:

                                   SECTION 18.
                             SUBORDINATION OF LEASE

                     Lessee hereby acknowledges that this Lease and all the
rights Lessee has hereunder shall be and forever remain junior, subordinate and
inferior to any mortgage or mortgages which Lessor may cause to be recorded
against the Premises. Lessee shall, on request, execute, acknowledge and deliver
to the holder of any such mortgage, from time to time, any documents that may be
required by such holder to evidence and acknowledge the subordination of the
Lease to such mortgage. In the event of a foreclosure of such mortgage, Lessee
hereby agrees that this Lease shall not terminate by reason thereof. Bank shall
have the option to assign the rights of Lessor (and of Lessee if Bank desires in
the event that Bank is assigned Lessee's rights under this Lease) under this
Lease and Lessee further agrees to attorn to and to recognize as lessor
hereunder any such assignee, mortgagee, or any purchaser at a foreclosure sale
or any purchaser of the Premises in lieu thereof for the balance of the Term of
this Lease, all of which may occur without the requirement of obtaining the
consent of Lessee; provided, however, any such assignee, mortgagee or purchaser
which shall become the Lessor hereunder shall not be:

                     (a)  Liable for any act or omission of Lessor;

                     (b)  subject to any offsets or defenses which Lessee might
                          have against Lessor.

                     (c)  bound by any Rent or Additional Rent which Lessee may
                          have paid to Bank or Lessor for more than the current
                          month; or

                     (d)  bound by any amendment or modifications of said Lease
                          without its consent, which consent will not be
                          unreasonably withheld or delayed.

                  E. Amendment of Section 23 of the Lease. Section 23 of the
Lease is amended by adding the following language after subsection I:

                     J. Lessor and Lessee acknowledge and agree that the Bank is
         intended to be and is a third party beneficiary of this Lease.

                     K. Lessee and Lessor acknowledge and agree that Bank shall
         not be obligated by reason of its collection of the Rents under this
         Lease or any assignment in


                                       -7-

<PAGE>



         favor of the Bank of either the Lessor's or the Lessee's interest under
         this Lease to perform or undertake any obligation of Lessor as landlord
         hereunder, including, but not limited to, Lessor's obligation to (i)
         enforce the collection of any and all Rents due under this Lease, (ii)
         provide services or maintain the Premises, (iii) pay the Parking Rent
         under the Parking Lease or undertake or fulfill any of the obligations
         of the Lessor or Lessee in connection with the Parking Lease, (iv) pay
         or cause to be paid out of the Rent any debt service obligations of
         Lessor in connection with any obligations for borrowed money of the
         Lessor incurred in connection with the Premises, including, without
         limitation, obligations in connection with loans for the Premises made
         by the Pennsylvania Industrial Development Authority, the Pennsylvania
         Economic Development Partnership (Sunny Day Fund), Pittsburgh-County
         Wide Corporation, Inc. or the Urban Redevelopment Authority of
         Pittsburgh or (v) complete the construction of any improvements
         contemplated by this Lease. In addition, Bank's collection of the Rents
         under this Lease shall not place responsibility, on Bank for the
         control, care, management or repair of the Premises or make Bank
         responsible or liable for any injury or death to any person or property
         arising from any negligence in the management, operation, upkeep,
         repair or control of the Premises.

                  F. General Amendment to the Lease. Lessor and Lessee agree
that in addition to all Rent, all other amounts due to or collectible by Lessor
under the Lease (except for Parking Rent) shall be paid directly to the
Mortgagee.

         SECTION IV.   EFFECT.

                  This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, administrators, executors,
successors, assigns and sublessees.

         SECTION V.   LIABILITY OF THE MORTGAGEE.

                  Anything herein or in the Lease to the contrary
notwithstanding, in the event that Mortgagee shall acquire title to the
Property, Mortgagee shall incur no liability, beyond Mortgagee's then interest,
if any, in the Property and Lessee and anyone claiming through Lessee shall look
exclusively to such interest of Mortgagee, if any, in the Property for the
payment and discharge of any obligations imposed upon Mortgagee under the Lease.
Lessee agrees that with respect to any money judgment which may be obtained or
secured by Lessee or anyone claiming


                                       -8-

<PAGE>


through Lessee against Mortgagee in connection with or arising from the loan
secured by the Mortgage, the Lease or the Property, Lessee and any such claimant
shall look solely to the estate or interest owned by the Mortgagee in the
Property or any portion thereof, or interest therein and Lessee will not collect
or attempt to collect any such judgment out of any other assets of Mortgagee.

         SECTION VI.   COUNTERPARTS.

                  This Agreement may be executed in counterparts and all such
counterparts shall be considered as one integrated writing upon execution.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers the day and year first above
written.

ATTEST:                             TENANT:  UNION SWITCH & SIGNAL INC.


/s/ M. P. Rivera                    By:   /s/Walter Alessandrini
-----------------------------            ---------------------------------
                                    Its:   President
                                         ---------------------------------


ATTEST:                             MORTGAGEE:   DOLLAR BANK, FEDERAL
                                                 SAVINGS BANK

/s/Nancy P. Butler                  By:   /s/Illegible
-----------------------------            ---------------------------------
Asst. Secretary                     Its:   Assistant Vice President
                                         ---------------------------------


ATTEST:                             LANDLORD:  REGIONAL INDUSTRIAL
                                               DEVELOPMENT CORPORATION OF
                                               SOUTHWESTERN PENNSYLVANIA


/s/Colleen B. Poremski              By:   /s/Francis B. Robinson
-----------------------------            ---------------------------------
                                    Its:   President



                                       -9-




<PAGE>



                            SECOND AMENDMENT OF LEASE


THIS AMENDMENT, made as of the 31st day of May, 1998, by and between REGIONAL
INDUSTRIAL DEVELOPMENT CORPORATION OF SOUTHWESTERN PENNSYLVANIA, a Pennsylvania
nonprofit corporation having its principal office at 907 Penn Avenue, 7th Floor,
Pittsburgh, Pennsylvania 15222 (hereinafter called "Lessor"), and UNION SWITCH &
SIGNAL INC., a Delaware Corporation, having an office at 1000 Technology Drive,
Pittsburgh, Pennsylvania 15219, (hereinafter called the "Lessee");

WHEREAS, the parties hereto entered into a Lease, dated September 14, 1993, as
amended November 30, 1993 (collectively, the "Lease") covering the Premises
known and numbered as 1000 Technology Drive in the Pittsburgh Technology Center;
and

WHEREAS, the parties hereto now wish to restructure the financing of the
project and to amend the Lease;

NOW THEREFORE, in connection of the mutual covenants hereinafter expressed and
intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.        The foregoing preamble clauses are incorporated herein by
reference thereto, and this Amendment shall be construed in accordance with the
laws of the Commonwealth of Pennsylvania.

<PAGE>

Terms defined in the Lease, including those set forth in portions of the Lease
deleted by this Amendment, shall have the same meanings in this Amendment.

Section 2.        The parties hereto agree that the Commencement Date of the
Lease was determined to be July 1, 1995, and that the Term of the Lease is for
twenty (20) years from the Commencement Date. The financing related to the
Premises and the debt service requirements as of the date of this Amendment are
set forth on Schedule I attached hereto and made a part hereof.

Section 3.        Paragraph A. of Section 2 of the Lease is hereby deleted and
in lieu thereof, the following is inserted:

         "A.      As annual fixed rental for the Premises (the "Fixed Rent"),
         Lessee shall pay to Lessor a sum equal to the following items:

                  (1) The total annual debt service plus all fees required by
                  the lenders as shown on Schedule I, as the same may be
                  adjusted as required by the loan documents, from time to time;

                  (2) The total annual real estate taxes assessed by all
                  governmental entities having jurisdiction as paid into the tax
                  escrow in accordance with Section 4 of this Amendment;

                  (3) The total annual Parking Rent of $90,708; and

                  (4) The total Annual Debt Service Coverage of $120,000.

         The Debt Service Coverage mentioned in item (4) above shall be fixed as
         of the date of this Amendment and shall remain the same throughout the
         Term.
                                        2
<PAGE>

Lessee agrees to pay the Fixed Rent in monthly installments on the first day of
each month commencing on July 1, 1998 and continuing throughout the Term or any
renewal Term. Lessee shall pay the Fixed Rent to Lessor on the first day of each
month by wire transfer to Dollar Bank at the following address and wire
instructions:
         Account Number:     2663058901
         Address:            Dollar Bank
                             Three Gateway Center
                             Ten West
                             Pittsburgh, PA 15222
                             (412) 261-8165

         ABA Number:         243074385
         Type Code:          10
         Attention:          Corporate Banking
         Account Name:       RIDC

Lessee further covenants and agrees to pay all sums of money, charges or other
amounts required to be paid by the Lessee to the Lessor or to another person or
entity under the Lease, as amended hereby (the "Additional Rent") in addition to
the Fixed Rent provided for herein. Additional Rent shall also include the
assumption by Lessee of all obligations including maintenance obligations
imposed on Lessor or Lessee by URA pursuant to the Parking Lease and all costs
of operating the Parking Facilities. The Fixed Rent and the Additional Rent are
sometimes hereinafter collectively referred to as the "Rent". The Additional
Rent shall be payable to Dollar Bank in the same manner as provided for the
Fixed Rent.

When changes occur in the Fixed Rent or the Additional Rent, Lessor will invoice
Lessee and the amounts due shall be paid by the date stated on the invoice.
Thereafter, the monthly payments of

                                        3
<PAGE>

Fixed Rent and Additional Rent will be appropriately adjusted. For convenience,
Lessor, at its option, may make said adjustments quarterly, and Lessee shall
immediately pay any amounts incurred during the interim."

Section 4.        Paragraph C. of Section 2 is hereby deleted, and in lieu
thereof the following is inserted:

                  "C. As long as may be required by Dollar Bank, a tax escrow
shall be established with Dollar Bank, and payments into the tax escrow shall be
made monthly as part of the Fixed Rent. Upon execution and delivery of this
Amendment and upon notice of any increase in real estate taxes, Lessee shall
pay, by wire transfer to Dollar Bank, a sum of money which together with ensuing
monthly installments will provide sufficient funds in the tax escrow to pay the
real estate taxes to the taxing bodies at the discount rate thirty (30) days
prior to the expiration of the discount period."

Section 5.        Section 19 of the Lease is hereby amended to delete the
addresses shown therein and to insert the following in lieu thereof.

                  "To Lessor"       REGIONAL INDUSTRIAL DEVELOPMENT
                                    CORPORATION OF SOUTHWESTERN
                                    PENNSYLVANIA
                                    907 Penn Avenue, 7th Floor
                                    Pittsburgh, PA 16222-3805
                                    Attention: President

                  To Lessee:        UNION SWITCH & SIGNAL INC.
                                    1000 Technology Drive
                                    Pittsburgh, PA 15219-3120
                                    Attention: Facilities Manager"

                                        4
<PAGE>

Section 6.        The third sentence of Section 21 of the Lease is hereby
deleted and the following sentences are inserted in lieu thereof.

"Any such renewal shall be upon the same terms, covenants, conditions and
limitations as in the Lease, except that the annual Fixed Rent shall be Lessors
direct and indirect expenses including taxes, debt service payments plus any
related fees, insurance, management fee, accounting fees and other costs
associated with the land and building and the Parking Rent as determined by
Lessor and URA pursuant to the terms of the Parking Lease attached as Exhibit B
to the Lease.

Section 7.        Section 22 of the Lease is hereby deleted and is replaced by
the following section:

                                  "Section 22.

         A.       RIGHT OF FIRST OFFER TO PURCHASE.

The Lessee is hereby given the right of first refusal to purchase the Premises
during the initial term of the Lease and any renewal thereof. If a written bona
fide offer to purchase the property is received by Lessor from a third party,
Lessee shall have the right to purchase the property upon the same terms and
conditions at the same purchase price as found in said offer. Lessee shall have
30 days to determine if Lessee desires to purchase the property based on such
offer. If Lessee exercises such right to purchase the property, said purchase
shall occur within 120 days after Lessee's receipt of a copy of such offer. A
mutually convenient closing date shall be fixed upon Lessor receiving written
confirmation of Lessee's intent to purchase the Premises on the same terms and
conditions of the third parry offer and the rent shall be appropriately adjusted
for the last month of the lease as may be necessary.

                                        5
<PAGE>

On the Closing Date, Lessor will convey the Premises to Lessee by deed of
special warranty free and clear of all liens, encumbrances, reservations and
other title matters except for those existing on the Commencement Date (other
than mortgage liens) and except for easements granted to utility companies to
serve the Premises or any other easement, reservation or restriction granted by
Lessor with Lessee's written approval. To the extent Lessor holds such rights
and subject to the written approval of URA, contemporaneously with conveying the
Premises to Lessee, Lessor will assign to Lessee such of its interest in the
Parking Lease to provide Lessee 640 parking spaces in the Parking Facilities,
the surface lot or any surface lot on any related, adjoining lot.

         B.       OPTION PARCEL.

Lessee hereby relinquishes and forever terminates its option, right of first
refusal or any other rights relating to the Option Parcel referred to in the
Development Agreement, dated September 14, 1993, by and among Lessor, URA and
Lessee. During the Term Of the Lease, however, Lessee shall have the right of
first offer to lease space in any building constructed on the Option Parcel by
Lessor. When Lessor develops preliminary plans to construct a building on the
Option Parcel, it will give notice to Lessee and provide to Lessee preliminary
site, designs, and floor plans and the proposed rental rates. Thereafter, Lessee
shall have sixty (60) days to commit to a specified amount of square footage in
the new building on the terms offered by Lessor. Lessor or its agents may market
the new building while Lessee is considering its needs but will not commit any
square footage in the building until the sixty (60) day period has expired. If,
at the expiration of said sixty (60) day period, Lessee has not elected to
commit to square footage in the building or has elected to commit to a portion
of

                                        6
<PAGE>

the building, Lessor may thereafter commit to lease the building or portions of
the building not committed by Lessee to third parties upon terms not more
favorable than those offered to Lessee.

Section 8.        As contained in this Lease and the Parking Lease, Lessor
will make available to Lessee a minimum of 640 parking spaces. Said parking
spaces shall be made available first in the Parking Facilities; next in the
surface lot adjacent to the Parking Facilities; and then, to the extent
necessary, in any temporary surface lot on any related adjoining property.

Section 9.        Lessee hereby agrees to pay all costs and expenses incurred
by Lessor or otherwise incurred with respect to this Amendment and the mortgage
restructuring contemplated hereby including, but not limited to, legal fees,
financing fees and costs, title insurance fees and other fees required by the
lenders or incurred in order to consummate the transactions contemplated by, or
related to, this Amendment.

Section 10.       The provisions set forth in the First Amendment of Lease
entitled Subordination, Attornment and Lease Amendment Agreement, dated November
30, 1993, shall apply to any new mortgage loan obtained from Dollar Bank with
the same force and effect, except to the extent any of said provisions are
amended or changed by the provisions of this Amendment.

Section 11.       Except as amended hereby, the terms and conditions of the
Lease shall remain in full force and effect.

                                        7
<PAGE>

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by the
undersigned duly authorized officers as of the day and year first above written.

ATTEST:                             REGIONAL INDUSTRIAL DEVELOPMENT
                                    CORPORATION OF SOUTHWESTERN
                                    PENNSYLVANIA


 /s/Colleen B. Poremski             By /s/ Francis B Robinson
-----------------------             -------------------------
      Secretary                             President



(Corporate Seal)

ATTEST:                             UNION SWITCH & SIGNAL INC.



  /s/Richard D. Moss                By /s/ Gary Ryker
----------------------              --------------------------
         Asst. Secretary                    President



(Corporate Seal)


                                        8
<PAGE>

                   Regional Industrial Development Corporation
                          of Southwestern Pennsylvania
                     Rent Calculation Effective July 1, 1998
                              Union Switch & Signal


Debt Service
Dollar Bank                                                      $1,257,468
PIDA                                                                180,972
PEDP                                                                278,348
PCW                                                                  46,350
URA                                                                       0

Real Estate Taxes
Allegheny County                                                    107,100
City of Pittsburgh                                                  170,313
School District of Pittsburgh                                       253,725

Parking Rent                                                         90,708

Debt Service                                                        120,000
                                                                    -------

Annual Estimated Rent                                            $2,504,984
                                                                 ----------
                                                                 ----------

Monthly Estimated Rent                                             $208,749
                                                                   --------
                                                                   --------

The monthly rent, as calculated above, needs to be wired to Dollar Bank per the
lease documents, as amended, to have available funds in the RIDC Dollar Bank
account on the first of each month for which Dollar Bank will remove on that day
for debt service purposes.

This monthly estimated rent will remain in effect until any changes in the
lease, as amended, or any component piece of the rent calculation as outlined
above changes.



                                  [SCHEDULE I]