<PAGE>

                                                                EXHIBIT 10.14(a)

                                  LEASE SUMMARY

                          WHEELING CORRUGATING COMPANY
                                  Gary, Indiana

Lessor:                     Great Lakes Industrial Partners, L.P.
                            c/o CenterPoint Properties
                            1808 Swift Drive
                            Oak Brook, IL 60523-1501

Lessee:                     Wheeling-Pittsburgh Steel Corporation
                            1134 Market Street
                            Wheeling, WV 26003

Location:                   201 Mississippi Street
                            Gary, IN

Premises:                   Approximately 108,000 square feet in Bays 1, 7,
                            East portion of 5, 8 and 9, and currently
                            signing an "Amendment Sixth" to terminate Bays
                            10, A B &C, and extend the lease term to expire
                            on Sept. 30, 2004 on the remaining bays.
                            Rent reduction of 40%
                            Space reduction of 53%

Purpose:                    Manufacturing plant

Date of initial Lease:      December 17, 1990 (Bay 1 only)

Date of current
Amendment:                  10/1/01

Term:                       October 1, 2000 to September 30, 2001 (Bays 7,
                            589E, and 10A, B and C) currently signing an
                            "amendment Sixth" to terminate Bays 10, A B &C,
                            and extend the lease term to expire on Sept.
                            30, 2004 on the remaining bays.
                            Rent reduction of 40%
                            Space reduction of 53%
                            October 1, 2000 to September 30, 2003 (Bay 1,
                            consisting of 59,519 square feet) three years,
                            eff. 10/1/01, expiring 9/30/04

Renewal:                    Three (3) additional periods of five (5) years
                            each, provided Tenant gives Landlord written
                            notice of its intent to exercise the renewal
                            option at least twelve (12) months prior to the
                            expiration of the term.

Base rent:                  October 1, 2001 to May 31, 2002    $41,000 per month
                            June 1, 2002 to September 30, 2002 $41,000 per month

<PAGE>

                            Oct 1, 2002 to Sept 30, 2003       $42,800
                            Oct 1, 2003 to Sept 30, 2004       $43,700

Additional rent:            10.36% Tenant's proportionate share of real estate
                            taxes and common area charges.

Insurance:                  Tenant to maintain at its own expense Commercial
                            General Liability Insurance, Workers Compensation
                            Insurance and Contents Insurance.

Maintenance/repair:         Tenant responsible for all interior maintenance of
                            the Premises. Landlord is responsible for the basic
                            maintenance of the roof, structural, and roads and
                            grounds.

Utilities:                  Tenant's responsibility

Taxes/assessments:          Tenant to pay its proportionate share.

Assignment/subletting:      With express prior written consent of Landlord.

Inspection:                 Landlord may enter the Premises with notice to
                            Tenant.

Alterations:                With Landlord's prior written consent; however,
                            non-structural alterations costing less than $10,000
                            may be made with notice to Landlord, without written
                            consent.

<PAGE>

CenterPoint Properties Corporation
WCC Plant in Gary, IN
Lease Summary

<TABLE>
<S>      <C>          <C>
-        12-17-90     ORIGINAL LEASE

                      Great Lakes Investors (Lessor)
                      Cyclops Corporation, Bowman Metal Deck Division (Lessee)
                      Bay 1 and 26 (55,218 SF)
                      Five Years 4-1-90 to 3-30-95
                      Option to extend for 2 years, 4 years, 5 years

-        11-13-95     INDUSTRIAL BUILDING LEASE

                      CenterPoint Properties Corporation (Lessor) - WPSC (Lessee)
                      Bays 10A and 10B (64,606 SF)
                      Five Years 10-1-95 to 9-30-00 Option
                      to renew for 3 period of 5 years each

-        1-25-96      AMENDMENT ONE

                      Bay 1, 10A and 10B were combined into the Industrial
                      Building Lease (11-13-95)
                      Termination of Bay 1 lease remained at 2003

-        1-25-96      TERMINATION AGREEMENT

                      Terminates the Original Lease (12-17-90)

-        9-1-96       AMENDMENT TWO

                      Added Bay 7 (6,591 SF)

-        5-1-98       AMENDMENT THREE

                      Added Bays 5(East), 8(East), 9(East)
                      Total Area became 172,874 SF

-        8-16-99      AMENDMENT FOUR

                      Added Bay 10C
                      Total Area became 200,666 SF

-        9-30-00      AMENDMENT FIVE

                      Extended termination date on Bays 5(East), 7, 8(East), 9(East), 10A,
                      10B, 10C for 1 year, effective 10-1-00 and expiring 9-30-01
                      Term of Bay 1 expires 9-30-03
                      All other terms and conditions of the Lease as amended shall remain

-        10-1-01      AMENDMENT SIX

                      Terminated Bays 10A, 10B, IOC
                      Retained Bays 1, 5(East), 7, 8(East), 9(East)
                      Extended term of lease on Bays 1, 5(East), 7, 8(East), 9(East) for
                      3 years, effective 10-1-01 and expiring 9-30-04
</TABLE>

<PAGE>

                            SIXTH AMENDMENT TO LEASE

      THIS SIXTH AMENDMENT TO LEASE ("Sixth Amendment") is dated as of October
1, 2001 by and between GREAT INDUSTRIAL PARTNERS, L.P., an Indiana limited
partnership ("Landlord") and WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware
corporation ("Tenant").

                                    RECITALS

      A. CenterPoint Properties Corporation, a Maryland corporation ("Original
Landlord") and Tenant have entered into that certain Industrial Building Lease
dated November 13, 1995 as amended by that certain Amendment to Lease dated
January 25, 1996, that certain Second Amendment to Lease dated September 1,
1996, that certain Third Amendment to Lease dated as of May 1, 1998 that certain
Fourth Amendment to Lease dated as of August 16, 1999 and that certain Fifth
Amendment to Lease dated September 30, 2000 (collectively referred to herein as
the "Lease") for certain premises commonly known as Bays 1, 5 East 7, 8 East, 9
East, 10A, 10B and 10C ("Original Premises") in Great Lakes Industrial Center in
Gary, Indiana ("Project") as more particularly described in the Lease.

      B. Landlord is the successor to Original Landlord's interest in the Lease.

      C. The Term of the Lease expires on September 30, 2001. Tenant has
requested, and Landlord has agreed, that the Term of the Lease shall be extended
for a period of three (3) years for part of the Original Premises as set forth
herein.

      NOW, THEREFORE, in consideration of TEN AND NO/00 DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

      1. Recitals. The Recitals are incorporated into this Section 1 as if fully
set forth herein.

      2. Definitions. All terms used herein, unless otherwise specified, shall
have the meaning ascribed to them in the Lease.

      3. Premises. Effective as of October 1, 2001, Tenant shall surrender Bays
10A, 10B and 10C to Landlord in the manner for surrender of Premises as set
forth in the Lease and the "Premises" shall be deemed to mean Bays 1, 5 East, 7,
8 East, 9 East.

      4. Extension of Term. The Term of the Lease is hereby extended through and
including September 30, 2004 and all terms and conditions of the Lease, as
amended hereby, shall remain in full force and effect through that date. All
references in the Lease to a Termination Date shall be deemed to mean September
30, 2004. Landlord shall accept the Premises in their current "as is" condition
and Landlord shall have no obligation to improve or alter the Premises.

      5. Base Rent. The Base Rent schedule under the Lease is hereby amended to
include the following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
           PERIOD                      ANNUAL BASE RENT        MONTHLY BASE RENT
--------------------------------------------------------------------------------
<S>                                       <C>                     <C>
October 1, 2001-May 31, 2002              $492,000.00             $41,000.00
--------------------------------------------------------------------------------
June 1, 2002-September 30, 2002           $495,039.12             $41,253.26
--------------------------------------------------------------------------------
October 1, 2002-September 30, 2003        $513,600.00             $42,800.00
--------------------------------------------------------------------------------
October 1, 2003-September 30, 2004        $524,400.00             $43,700.00
--------------------------------------------------------------------------------
</TABLE>

      6. Tenant's Proportionate Share. Effective as of October 1, 2001, Tenant's
Proportion shall be 10.36% and Tenant's estimated monthly deposits shall be as
follows:


<PAGE>

                                      -2-


                          Taxes           $ 6,340.40
                          Insurance:      $   634.04
                          Expenses:       $ 8,967.17
                                          ----------
                          Total:          $15,941.61

      Tenant's estimated monthly deposits are subject to change in the manner
set forth in the Lease.

      7. No Other Modification, No Default. Except as set forth herein, the
Lease remains unmodified and in full force and effect. Tenant acknowledges that
Landlord is not in default and no event has occurred which, with the passage of
time or giving of notice, or both, would constitute a default under the Lease.
Except for the obligations of Landlord hereunder, Landlord has performed all of
its obligations to Tenant under the Lease. Landlord acknowledges that Tenant is
not in default and no event has occurred which, with the passage of time or
giving of notice, or both, would constitute a default under the Lease. Except
for the obligations of Tenant hereunder, Tenant has performed all of its
obligations to Landlord under the Lease.

      8. Successors and Assigns. This Sixth Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

      9. Modification. This Sixth Amendment may not be modified or amended
except by written agreement executed by the parties hereto.

      10. Counterparts. This Sixth Amendment may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      11. Severability. Landlord and Tenant intend and believe that each
provision in this Sixth Amendment comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision in this Sixth
Amendment is found by a court of law to be in violation of any applicable
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such provision to be illegal, void or
unenforceable as written, then such provision shall be given force to the
fullest possible extent that the same is legal, valid and enforceable and the
remainder of this Agreement shall be construed as if such provision was not
contained therein.

      12. Construction. The heading of this Sixth Amendment are for convenience
only and shall not define or limit the provisions hereof. Where the context so
requires, words used in singular shall include the plural and vice versa, and
words of one gender shall include all other genders. In the event of a conflict
between the terms and conditions of the Lease and the terms and conditions of
this Sixth Amendment, the terms and conditions of this Sixth Amendment shall
prevail.

      13. No Third Party Beneficiaries. This Sixth Amendment shall inure to the
sole benefit of the parties hereto. Nothing contained herein shall create, or be
construed to create, any right in any person not a party to this Sixth
Amendment.

      14. Legal Review. The parties hereto acknowledge that they have been
advised by legal counsel of their choice in connection with the interpretation,
negotiation, drafting and effect of this Sixth Amendment and they are satisfied
with such legal counsel and the advice which they have received.

      15. Facsimile Signatures. The parties hereto agree that the use of
facsimile signatures for the negotiation and execution of this Sixth Amendment
shall be legal and binding and shall have the same full force and effect as if
originally signed.

      16. No Commissions. The parties hereto acknowledge and agree that no real
estate brokerage commission or finder's fee shall be payable by either party in
connection this Sixth Amendment.

      17. Existing Tenant. The obligations of Landlord under this Sixth
Amendment are subject to the termination of the existing tenant's lease and
occupancy of the Additional Premises upon terms and conditions satisfactory to
Landlord. If the Landlord shall be unable to give possession of the Additional
Premises on the Effective Date for any reason the Rent reserved and covenanted
to be paid herein shall not commence until the Additional Premises are available
for occupancy by Tenant. No such failure to give possession on the Effective
Date shall subject Landlord to any liability for failure to give possession nor
shall same affect the validity of this Sixth Amendment or the obligation of the
Tenant hereunder, nor shall the same be construed to extend the Term.


<PAGE>

                                      -3-


      IN WITNESS WHEREOF, the parties have executed this Sixth amendment to
Lease as of the date set forth above.

TENANT:  WHEELING-PITTSBURGH            LANDLORD: GREAT LAKES INDUSTRIAL
STEEL CORPORATION, a Delaware           PARTNERS, L.P., an Indiana limited
corporation                             partnership

By: /s/ James E. Muldoon                By: CP Financing Trust, a Maryland
    -------------------------------     real estate investment trust,
Its: VP & Div. Pres. - WCC              its general partner
    -------------------------------

                                          By: /s/ Michael M. Mullen
                                              ----------------------------------
                                              Michael M. Mullen, Vice President

By:
    -------------------------------
Its:                                      By: /s/ R. O. Kottka
    -------------------------------           ----------------------------------
                                              Rockford O. Kottka, Vice President



<PAGE>

                            FIFTH AMENDMENT TO LEASE

         THIS FIFTH AMENDMENT TO LEASE ("Fifth Amendment") is dated as of
September 30, 2000 by and between GREAT LAKES INDUSTRIAL PARTNERS, L.P., an
Indiana limited partnership ("Landlord") and WHEELING-PITTSBURGH STEEL
CORPORATION, a Delaware corporation ('Tenant").

                                    RECITALS

         A.       CenterPoint Properties Corporation, a Maryland corporation
("Original Landlord") and Tenant have entered into that certain Industrial
Building Lease dated November 13, 1995 as amended by that certain Amendment to
Lease dated January 25, 1996, that certain Second Amendment to Lease dated
September 1, 1996, that certain Third Amendment to Lease dated as of May 1, 1998
and that certain Fourth Amendment to Lease dated as of, July 1, 1998
(collectively referred to herein as the "Lease") for certain premises commonly
known as Bays 1, 5 East, 7, 8 East, 9 East, 10A, 10B and 10C ("Premises") in
Great Lakes Industrial Center in Gary, Indiana ("Project") as more particularly
described in the Lease.

         B.       Landlord is the successor to Original Landlord's interest in
the Lease.

         C.       The Term of the Lease expires with respect to Bays 5 East, 7,
8 East, 9 East, 10A, 10B and 10C on September 30, 2000. Tenant has requested,
and Landlord has agreed that the Term of the Lease with respect to the Early
Termination Premises shall terminate on September 30, 2001 on the terms and
conditions set forth herein.

         NOW, THEREFORE, in consideration of TEN AND NO/00 DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Recitals. The Recitals are incorporated into this Section 1 as
if fully set forth herein.

         2.       Definitions. All Terms used herein, unless otherwise
specified, shall have the meaning ascribed to them in the Lease.

         3.       Term and Premises. The Term of the Lease with respect to Bays
5 East, 7, 8 East, 9 East, 10A, 10B and 10C is hereby extended for the period
commencing as of October 1, 2000 and continuing through and including September
30, 2001 ("Extension Term"). The Term of the Lease with respect to the Bay 1
shall remain unchanged and shall terminate as of September 30, 2003. All terms
and conditions of the Lease, as amended hereby, shall remain in full force and
effect through the Extension Term.

         4.       Base Rent. The Base Rent schedule under the Lease is hereby
amended as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
            PERIOD                  ANNUAL BASE RENT          MONTHLY BASE RENT
-------------------------------------------------------------------------------
<S>                                 <C>                       <C>
October 1, 2000-May 31, 2001           $918,789.72                $76,565.81
-------------------------------------------------------------------------------
June 1, 2001-September 30, 2001        $927,717.00                $77,309.75
-------------------------------------------------------------------------------
October 1, 2001-May 31, 2002           $300,890.16                $25,074.18
-------------------------------------------------------------------------------
June 1, 2002-September 30, 2003        $309,916.92                $25,826.41
-------------------------------------------------------------------------------
</TABLE>

<PAGE>

         5.       Landlord's Work. Subject to the terms and conditions of this
Paragraph 5, Landlord shall install one (1) new reconditioned crane in Bay 1 and
shall install additional lighting in Bay 1 as agreed upon by Landlord and Tenant
("Landlord's Work") at Landlord's sole cost and expense. Landlord shall obtain a
one (1) year warranty for the crane from the crane vendor. Landlord shall order
the crane and commence Landlord's Work upon approval of the City of Gary,
Indiana ("City") and shall pursue completion thereof thereafter with reasonable
diligence, subject to other acts, omissions or requests of Tenant, delays
occasioned by the vendor of the crane and matters beyond Landlord's reasonable
control ("Delays"). Tenant shall grant Landlord such access to the Premises as
shall be necessary for the completion of Landlord's Work. Landlord shall use
reasonable efforts to minimize any interference with the operation of Tenant's
business in the Premises during the pendency of Landlord's Work.

         6.       Tenant's Proportion. Commencing on October 1, 2000 and
continuing through and including September 30, 2001, Tenant's Proportion with
respect to Bays 1, 5 East, 7, 8 East, 9 East, 10A, 10B and 10C shall be 19.2%.
Provided Tenant surrenders Bays 5 East, 7, 8 East, 9 East, 10A, 10B and 10C on
September 30, 2001, then, commencing on October 1, 2001, Tenant's Proportion
with respect to Bay 1 shall be 5.65%.

         7.       No Other Modification, No Default. Except as set forth herein,
the Lease remains unmodified and in full force and effect. Tenant acknowledges
that Landlord is not in default and no event has occurred which, with the
passage of time or giving of notice, or both, would constitute a default under
the Lease. Except for the obligations of Landlord hereunder, Landlord has
performed all of its obligations to Tenant under the Lease. Landlord
acknowledges that Tenant is not in default and no event has occurred which, with
the passage of time or giving of notice, or both, would constitute a default
under the Lease. Except for the obligations of Tenant hereunder, Tenant has
performed all of its obligations to Landlord under the Lease.

         8.       Successors and Assigns. This Fifth Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

         9.       Modification. This Fifth Amendment may not be modified or
amended except by written agreement executed by the parties hereto.

         10.      Counterparts. This Fifth Amendment may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         11.      Severability. Landlord and Tenant intend and believe that each
provision in this Fifth Amendment comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision in this Fifth
Amendment is found by a court of law to be in violation of any applicable
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such provision to be illegal, void or
unenforceable as written, then such provision shall be given force to the
fullest possible extent that the same is legal, valid and enforceable and the
remainder of this Agreement shall be construed as if such provision was not
contained therein.

         12.      Construction. The headings of this Fifth Amendment are for
convenience only and shall not define or limit the provisions hereof. Where the
context so requires, words used in singular shall include the plural and vice
versa, and words of one gender shall include all other genders. In the event of
a conflict between the terms and conditions of the Lease and the terms and
conditions of this Fifth Amendment, the terms and conditions of this Fifth
Amendment shall prevail.

                                       2

<PAGE>

         13.      No Third Party Beneficiaries. This Fifth Amendment shall inure
to the sole benefit of the parties hereto. Nothing contained herein shall
create, or be construed to create, any right in any person not a party to this
Fifth Amendment.

         14.      Legal Review. The parties hereto acknowledge that they have
been advised by legal counsel of their choice in connection with the
interpretation, negotiation, drafting and effect of this Fifth Amendment and
they are satisfied with such legal counsel and the advice which they have
received.

         15.      Facsimile Signatures. The parties hereto agree that the use of
facsimile signatures for the negotiation and execution of this Fifth Amendment
shall be legal and binding and shall have the same full force and effect as if
originally signed.

         16.      No Commissions. The parties hereto acknowledge and agree that
no real estate brokerage commission or finder's fee shall be payable by either
party in connection this Fifth Amendment.

         IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to
Lease as of the date set forth above.

TENANT: WHEELING-PITTSBURGH STEEL      LANDLORD: GREAT LAKES INDUSTRIAL
CORPORATION, a Delaware corporation    PARTNERS, L.P., an Indiana limited
                                       partnership

                                       By: CP Financing Trust, a Maryland real
                                       estate investment trust, its general
                                       partner

By: /s/ James E. Muldoon               By: /s/ Paul T. Ahern
    --------------------------------       -------------------------------------
Its: President, Wheeling Corrugating   Its: Chief Investment Officer
     Co. Div.

By:_________________________________   By: /s/ Michael A. Tortorici
                                           -------------------------------------
Its:________________________________   Its: Vice President Controller
                                           -------------------------------------

                                       3

<PAGE>

                            FOURTH AMENDMENT TO LEASE

         THIS FOURTH AMENDMENT TO LEASE ("Fourth Amendment') is dated as of
August 16, 1999 by and between GREAT LAKES INDUSTRIAL PARTNERS, L.P., an Indiana
Limited partnership ("Landlord") and WHEELING-PITTSBURGH STEEL CORPORATION, a
Delaware corporation ("Tenant").

                                    RECITALS

         A.       CenterPoint Properties Corporation, a Maryland corporation
("Original Landlord") and Tenant have entered into that certain Industrial
Building Lease dated November 13, 1995 as amended by that certain Amendment to
Lease dated January 25, 1996, that certain Second Amendment to Lease dated
September 1, 1996 and that certain Third Amendment to Lease dated as of May 1,
1998 (collectively referred to herein as the "Lease") for certain premises
commonly known as Bays 1, 5 East, 7, 8 East, 9 East, 10A and 10B ("Original
Premises") in Great Lakes Industrial Center in Gary, Indiana ("Project") as more
particularly described in the Lease.

         B.       Landlord is the successor to Original Landlord's interest in
the Lease.

         C.       Tenant has requested and Landlord has agreed to lease to
Tenant certain additional premises in the Building commonly known as Bay 10C
("Additional Premises") as depicted in Exhibit A attached hereto on the terms
and conditions set forth herein.

         NOW, THEREFORE, in consideration of TEN AND NO/00 DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Recitals. The Recitals are incorporated into this Section 1 as
fully set forth herein.

         2.       Definitions. All terms used herein, unless otherwise
specified, shall have the meaning ascribed to them in the Lease.

         3.       Additional Premises. Effective as of August 16, 1999
("Effective Date"), Tenant shall lease the Additional Premises from landlord and
Landlord shall lease the Additional Premises to tenant. As used in the Lease,
the term "Premises" shall be deemed to include the Original Premise; and the
Additional Premises. Except as set forth to the contrary herein, all terms and
conditions of the Least shall be deemed to include and apply to the Additional
Premises. As of the Effective Date, the total area of the Premises shall be
deemed to be 200,666 square feet.

         4.       Base Rent. The Base Rent schedule under the Lease is hereby
amended to add Base Rent for the Additional Premises as follows:

                  ADDITIONAL PREMISES

<TABLE>
<CAPTION>
                                          Annual     Monthly
             Period                     Base Rent,  Base Rent
             ------                    -----------  ----------
<S>                                    <C>          <C>
August 16, 1999 - September 30, 2000   $98,661.60   $8,221.80
</TABLE>

         5.       Tenant's Proportion: As of the Effective Date, Tenant's
Proportion under the Lease is hereby amended to be 19.20%.

<PAGE>

         6.       Security Deposit. As of the Effective Date, the Security
Deposit shall be equal to one Monthly Base Rent payment with respect to the
entire Premises.

         7.       Monthly Rent Adjustment Deposits. As of the Effective Date,
Tenant's monthly Rent Adjustment Deposit for the entire Premises, including the
Additional Premises, shall be as follows:

<TABLE>
<S>                                                         <C>
Monthly Expense Deposit:                                    $14,364.00
Monthly Tax Deposit:                                        $ 9,156 00
                                                            ----------
Total Monthly Rent Adjustment Deposit:                      $23,520.00
</TABLE>

                  Tenant's monthly Rent Adjustment Deposit shall be subject to
adjustment as provided in the Lease.

         8.       Landlord's Work.

                  a.       Landlord's Construction Obligation. Subject to the
         terms and conditions of this Paragraph 8, Landlord shall construct or
         cause to be constructed in the Additional Premises the improvements
         described on Exhibit B ("Landlord's Work"), at Landlord's sole cost and
         expense. Landlord agrees that Landlord's Work shall be performed in a
         good and workmanlike manner and in substantial compliance with
         applicable building codes and ordinances.

                  b.       Completion. Landlord shall proceed with the
         construction of the Landlord's Work upon approval of the City of Gary,
         Indiana ("City") and shall pursue completion thereof thereafter with
         reasonable diligence, subject to the acts, omissions or requests of
         Tenant and matters beyond Landlord's reasonable control ("Delays").
         Landlord shall use its best efforts to obtain the approval of the City
         as soon as practicable after the execution of this Fourth Amendment.
         Tenant acknowledges that Landlord's Work shall not be complete prior to
         the Effective Date. Tenant shall grant Landlord such access to the
         Premises as shall be necessary for the completion of landlord's Work
         and the repair of any punch list items (as set forth below). Landlord
         shall use reasonable efforts to minimize any interference with the
         operation of Tenant's business in the Premises during in the pendency
         of Landlord's Work. In the event Landlord fails to pursue the
         completion of Landlord's Work with reasonable diligence, subject to
         Delays, and such failure to complete Landlord's Work materially and
         adversely affects Tenant's ability to conduct its business in the
         Additional Premises, and Tenant is not in default under the terms of
         the Lease, Tenant may elect to terminate the Lease with respect to the
         Additional Premises only upon written notice to Landlord. In the event
         Landlord fails to complete Landlord's Work within thirty (30) days
         after receipt of such notice, subject to the extension of such thirty
         (30) day period by the period of any Delays, the Lease shall terminate
         with respect to the Additional Premises only on the last day of said
         period, as extended. No right of Tenant to terminate the Lease with
         respect to the Additional Premises shall be deemed to grant to Tenant
         any right to terminate the Lease with respect to the Original Premises.
         Tenant may not terminate the Lease as set forth above for any delays in
         the installation the cranes provided Landlord is pursuing the
         installation of the cranes with reasonable diligence. Landlord shall
         use reasonable efforts to minimize the interference with the operation
         of Tenant's business in the Premises during the pendency of the
         installation of the cranes.

                  c.       Punch list. Within ten (10) business days after
         substantial completion of Landlord's Work, Landlord and Tenant shall
         conduct an inspection of the Additional Premises, and work in good
         faith to jointly prepare a punch list of any portion of Landlord's Work
         which is not complete or has not been completed correctly. Any items
         not on such punch list shall be deemed accepted by Tenant except for
         latent defects not readily apparent during an inspection.

                                       2

<PAGE>

         Landlord shall complete all punch list items with reasonable diligence,
         subject to extension due to any Delays.

         9.       No Other Modification, No Default. Except as set forth herein,
the Lease remains unmodified and in full force and effect. Tenant acknowledges
that Landlord is not in default and no event has occurred which, with the
passage of time or giving of notice, or both, would constitute a default under
the Lease. Except for the obligations of Landlord hereunder, Landlord has
performed all of its Obligations to Tenant under the Lease. Landlord
acknowledges that Tenant is not in default and no event has occurred which, with
the passage of time or giving of notice, or both, would constitute a default
under the Lease. Except for the obligations of Tenant hereunder, Tenant has
performed all of its obligations to Landlord under the Lease.

         10.      Successors and Assigns. This Fourth Amendment shall be
building upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

         11.      Modification. This Fourth Amendment may not be modified, or
amended except by written agreement executed by the parties hereto.

         12.      Counterparts. This Fourth Amendment may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         13.      Severability. Landlord and Tenant intend and believe that each
provision in this Fourth Amendment comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision in this Fourth
Amendment is found by a court of law to be in violation of any applicable
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such provision to be illegal, void or
unenforceable as written, then such provision shall be given force to the
fullest possible extent that the same is legal, valid and enforceable and the
remainder of this Agreement shall be construed as if such provision was not
contained therein.

         14.      Construction. The headings of this Fourth Amendment are for
convenience only and shall not define or limit the provisions hereof. Where the
context so requires, words used in singular shall include the plural and vice
versa, and words of one gender shall include all other genders. In the event of
a conflict between the terms and conditions of the Lease and the terms and
conditions of this Fourth Amendment, the terms and conditions of this Fourth
Amendment shall prevail.

         15.      No Third Party Beneficiaries. This Fourth Amendment shall
inure to the sole benefit of the parties hereto. Nothing contained herein shall
create, or be construed to create, any right in any person not a party to this
Fourth Amendment.

         16.      Legal Review. The parties hereto acknowledge that they have
been advised by legal counsel of their choice in connection with the
interpretation, negotiation, drafting and effect of this Fourth Amendment and
they are satisfied with such legal counsel and the advice which they have
received.

         17.      Facsimile Signatures. The parties hereto agree that the use
of facsimile signatures for the negotiation and execution of this Fourth
Amendment shall be legal and binding and shall have the same full force and
effect as if originally signed.

         18.      No Commissions. The parties hereto acknowledge and agree that
no real estate brokerage commission or finder's fee shall be payable by either
party in connection this Fourth Amendment.

                                       3

<PAGE>

         19.      Existing Tenant. The obligations of Landlord under this Fourth
Amendment are subject to the termination of the existing tenant's lease and
occupancy of the Additional Premises upon terms and conditions satisfactory to
Landlord. If the Landlord shall be unable to give possession of the Additional
Premises on the Effective Date for any reason the Rent reserved and covenanted
to be paid herein shall not commence until the Additional Premises are available
for occupancy by Tenant. No such failure to give possession on the Effective
Date shall subject Landlord to any liability for failure to give possession nor
shall same affect the validity of this Fourth Amendment or the obligation of the
Tenant hereunder, nor shall the same be construed to extend the Term.

         IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to
Lease as of the date set forth above.

TENANT: WHEELING-PITTSBURGH STEEL      LANDLORD: GREAT LAKES INDUSTRIAL
CORPORATION, a Delaware                PARTNERS, L.P., an Indiana limited
corporation                            partnership

                                       By: CP Financing Trust, a Maryland real
                                       estate investment trust, its general
                                       partner

By:  /s/ J.E. Muldoon                  By:  /s/ Paul T. Ahern
     ------------------------------         ------------------------------------
Its: VP - Wheeling Corrugating Co      Its: Chief Investment Officer

By:  /s/ J.E. Muldoon                  By:  /s/ Michael A. Tortorici
     ------------------------------         ------------------------------------
Its: Vice President                    Its: Assistant Vice President, Controller

                                       4

<PAGE>

                            THIRD AMENDMENT TO LEASE

         THIS THIRD AMENDMENT TO LEASE ("Third Amendment") is dated as of May 1,
1998 by and between GREAT LAKES INDUSTRIAL PARTNERS, L.P., an Indiana limited
partnership ("Landlord") and WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware
corporation ("Tenant").

                                    RECITALS

         A.       CenterPoint Properties Corporation, a Maryland corporation
("Original Landlord") and Tenant have entered into that certain Industrial
Building Lease dated November 13, 1995 as amended by that certain Amendment to
Lease dated January 25, 1996 and that certain Second Amendment to Lease dated
September 1, 1996 (collectively referred to herein as the "Lease") for certain
premises commonly known as Bays 1, 7, 10A and 10B ("Original Premises") in Great
Lakes Industrial Center in Gary, Indiana ("Project") as more particularly
described in the Lease.

         B.       Landlord is the successor to Original Landlord's interest in
the Lease.

         C.       Tenant has requested and Landlord has agreed to lease to
Tenant certain additional premises in the Building commonly known as Bays 5
East, 8 East and 9 East ("Additional Premises") as depicted in Exhibit A
attached hereto on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of TEN AND NO/00 DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Recitals. The Recitals are incorporated into this Section 1 as
if fully set forth herein.

         2.       Definitions. All terms used herein, unless otherwise
specified, shall have the meaning ascribed to them in the Lease.

         3.       Additional Premises. Effective as of May 1, 1998 ("Effective
Date"), Tenant shall lease the Additional Premises from Landlord and Landlord
shall lease the Additional Premises to tenant. As used in the Lease, the term
"Premises" shall be deemed to include the Original Premises and the Additional
Premises. Except as set forth to the contrary herein, all terms and conditions
of the Lease shall be deemed to include and apply to the Additional Premises. As
of the Effective Date, the total area of the Premises shall be deemed to be
172,874 square feet.

         4.       Base Rent. The Base Rent schedule under the Lease is hereby
amended to add Base Rent for the Additional Premises as follows:

         ADDITIONAL PREMISES

<TABLE>
<CAPTION>
                                                 Annual             Monthly
              Period                            Base Rent          Base Rent
              ------                            ---------          ---------
<S>                                           <C>                 <C>
May 1, 1998 - September 30, 1998              $147,553.00         $12,296.08
October 1, 1998 - September 30, 1999          $151,094.27         $12,591.19
October 1, 1999 - September 30, 2000          $154,720.53         $12,893.38
</TABLE>

<PAGE>

         5.       Tenant's Proportion: As of the Effective Date, Tenant's
Proportion under the Lease is hereby amended to be 16.54%.

         6.        Security Deposit. As of the Effective Date, the Security
Deposit shall be equal to one Monthly Base Rent payment with respect to the
entire Premises.

         7.       Monthly Rent Adjustment Deposits. As of the Effective Date,
Tenant's monthly Rent Adjustment Deposit for the entire Premises, including the
Additional Premises, shall be as follows:

<TABLE>
<S>                                                           <C>
Monthly Expense Deposit:                                      $10,732.70
Monthly Tax Deposit:                                          $13.641.96
                                                              ----------
Total Monthly Rent Adjustment Deposit:                        $24,374.66
</TABLE>

                  Tenant's monthly Rent Adjustment Deposit shall be subject to
adjustment as provided in the Lease.

         8.       Landlord's Work.

                  a.       Landlord's Construction Obligation. Subject to the
         terms and conditions of this Paragraph 8, Landlord shall construct or
         cause to be constructed in the Additional Premises the improvements
         described on Exhibit B ("Landlord's Work"), at Landlord's sole cost and
         expense. Landlord agrees that Landlord's Work shall be performed in a
         good and workmanlike manner and in substantial compliance with
         applicable building codes and ordinances.

                  b.       Completion. Landlord shall proceed with the
         construction of the Landlord's Work upon approval of the City of Gary,
         Indiana ("City") and shall pursue completion thereof thereafter with
         reasonable diligence, subject to the acts, omissions or requests of
         Tenant and matters beyond Landlord's reasonable control ("Delays").
         Landlord shall use its best efforts to obtain the approval of the City
         as soon as practicable after the execution of this Third Amendment.
         Tenant acknowledges that Landlord's Work shall not be complete prior to
         the Effective Date. Tenant shall grant Landlord such access to the
         Premises as shall be necessary for the completion of Landlord's Work
         and the repair of any punchlist items (as set forth below). Landlord
         shall use reasonable efforts to minimize any interference with the
         operation of Tenant's business in the Premises during the pendency of
         Landlord's Work. In the event Landlord fails to pursue the completion
         of Landlord's Work with reasonable diligence, subject to Delays, and
         such failure to complete Landlord's Work materially and adversely
         affects Tenant's ability to conduct its business in the Additional
         Premises, and Tenant is not in default under the terms of the Lease,
         Tenant may elect to terminate the Lease with respect to the Additional
         Premises only upon written notice to Landlord. In the event Landlord
         fails to complete Landlord's Work within thirty (30) days after receipt
         of such notice, subject to the extension of such thirty (30) day period
         by the period of any Delays, the Lease shall terminate with respect to
         the Additional Premises only on the last day of said period, as
         extended. No right of Tenant to terminate the Lease with respect to the
         Additional Premises shall be deemed to grant to Tenant any right to
         terminate the Lease with respect to the Original Premises. Tenant may
         not terminate the Lease as set forth above for any delays in the
         installation the cranes provided Landlord is pursuing the Installation
         of the cranes with reasonable diligence. Landlord shall use reasonable
         efforts to minimize the interference with the operation of Tenant's
         business in the Premises during the pendency of the installation of the
         cranes.

                  c.       Punchlist. Within ten (10) business days after
         substantial completion of Landlord's Work, Landlord and Tenant shall
         conduct an inspection of the Additional Premises,

                                       2

<PAGE>

         and work in good faith to jointly prepare a punchlist of any portion of
         Landlord's Work which is not complete or has not been completed
         correctly. Any items not on such punchlist shall be deemed accepted by
         Tenant except for latent defects not readily apparent during an
         inspection. Landlord shall complete all punchlist items with reasonable
         diligence, subject to extension due to any Delays.

         9.       Transfer Car Allowance. Landlord shall install a transfer car
and tracks ("Transfer Car") in the Additional Premises at a location designated
by Tenant and in accordance with the specifications attached hereto as Exhibit
"C". Landlord shall pay for all costs associated with the installation of the
Transfer Car ("Track Costs") up to a total cost of TWENTY-FIVE THOUSAND AND
NO/100 ($25,000.00) DOLLARS ("Landlord's Track Contribution").

         In the event the Landlord reasonably estimates that the Track Costs
shall exceed the sum of TWENTY-FIVE THOUSAND AND NO/100 ($25,000.00) DOLLARS,
Tenant shall pay Landlord as Additional Rent, the amount of such excess ("Track
Deposit") within ten (10) days after written notice from Landlord. Landlord
shall have no obligation to install the Transfer Car until Tenant pays the
amount of the excess to Landlord as aforesaid and, in the event Tenant does not
approve or fails to pay the excess amount within said ten (10) day period, any
obligation of Landlord to install the Transfer Car shall be terminated. In the
event the actual Track Costs exceed the sum of Landlord's Track Contribution
plus the Track Deposit, if any, Tenant shall pay such excess to Landlord within
ten (10) days of demand by Landlord. The balance, if any, of the Track Deposit
remaining after the amount of all Track Costs In excess of Landlord's Track
Contribution have been paid in full shall be reimbursed to Tenant.

         10.      Tenant's Work Removal and Installation of Machinery.

                  a.       Tenant's Work. Subject to the terms and conditions of
         this Paragraph 10, Tenant shall complete certain improvements to the
         Additional Premises and shall cause Tenant's machinery as described in
         Exhibit "D" ("Machinery"), to be removed from its present location in
         Bay 1 in the Project and installed in the Additional Premises
         (collectively, "Tenant's Work"). Subject to the terms and provisions of
         this Paragraph 10, Tenant shall proceed with the Tenant's Work upon
         receipt of Landlord's approval of the Plans and the Budget (as each is
         hereinafter defined) and shall pursue completion thereof with
         reasonable diligence. Tenant's Work shall be limited to improvements or
         alterations by Tenant to the Building and any funds provided by
         Landlord shall not be used by Tenant to purchase any equipment or
         personal property.

                  b.       Plans Approval. Tenant shall cause plans and
         specifications ("Plans") and a Budget ("Budget") for Tenant's Work to
         be prepared and delivered to Landlord. The Plans and the Budget is
         subject to Landlord's reasonable approval, and if Landlord does not
         approve same, Landlord shall advise Tenant in reasonable detail of the
         reasons for such disapproval. Landlord shall comment on the Plans and
         the Budget (or any component thereof submitted to Landlord) and each
         revision thereof within five (5) business days after receipt of the
         same from Tenant. In the event that Landlord does not disapprove of the
         Plans or the Budget (or any component thereof submitted to Landlord)
         within said five (5) business days, the Plans or Budget or applicable
         component thereof, shall be deemed approved.

                  c.       Payment. Landlord shall pay or reimburse Tenant for
         the costs of completing Tenant's Work in accordance with the approved
         Plans and Budget ("Landlord's Payment"). The cost of all work necessary
         to complete Tenant's Work (including, but not limited to, all labor,
         material and permits) in excess of the amount therefor as set forth in
         the approved Budget shall be the responsibility of the Tenant. Landlord
         may pay any amounts payable by Landlord hereunder

                                       3

<PAGE>

         to the contractors, subcontractors and material suppliers or to the
         extent Tenant has previously paid such parties, to reimburse Tenant
         upon the completion of any component of Tenant's Work within fifteen
         (15) days after Tenant's presentation of documentation ("Draw
         Documents") satisfactory to Landlord evidencing (i) the amounts due
         with respect to Tenant's Work, including, but not limited to a
         contractor's sworn statement and lien waivers covering all work
         performed as of the applicable disbursement date, covering all Tenant's
         Work for which the Tenant is requesting payment; (ii) a sworn statement
         from Tenant setting forth in detail all contractors and material
         suppliers with whom Tenant has contracted, their addresses, work or
         materials to be furnished, amounts of contracts, the amount budgeted
         for such work as set forth in the approved Budget; amounts paid to
         date, amounts of current payments and balances due; and (iii) a report
         by the architect or engineer who prepared Tenant's Plans certifying
         that Tenant's Work has been completed and materials are in place as
         indicated by the request for payment by Tenant.

                  d.       Excess Amounts. In the event that in Landlord's
         reasonable opinion, the cost to complete the Tenant's Work exceeds the
         amounts set forth in the approved Budget, Landlord shall not have any
         obligation to disburse any funds hereunder until Tenant has paid such
         portion of the cost of the Tenant's Work (and provided the Draw
         Documents with respect thereto) so that the remaining cost of the
         Tenant's Work is equal to the amount set forth in the approved Budget.

                  e.       Approvals. Tenant, at its sole cost and expense,
         shall file all necessary plans with the appropriate governmental
         authorities having jurisdiction over Tenant's Work. Tenant shall be
         responsible for obtaining all permits, authorizations and approvals
         necessary to perform and complete Tenant's Work. Tenant shall not
         commence Tenant's Work until the required permits authorizations and
         approvals for such work are obtained and delivered to Landlord.
         Landlord shall cooperate with Tenant in obtaining any such permits,
         authorizations or approvals.

                  f.       Inspection. Landlord and its agents and their
         representatives shall at all times have access to the Premises for the
         inspection of Tenant's Work; provided, however, Landlord shall not
         unreasonably interfere with the performance of Tenant's Work or the
         operation of Tenant's business in connection with any such observations
         or reviews.

                  g.       Liability. Tenant shall assume responsibility for the
         prevention of accidents to its agents and employees and shall take all
         reasonable safety precautions with respect to Tenant's Work and shall
         comply with all reasonable safety measures initiated by the Landlord
         and with all applicable laws, ordinances, rules, regulations and orders
         applicable to the Tenant's Work including those of any public authority
         for the safety of persons or property. Tenant shall report to Landlord
         any injury to any of its agents or employees and shall furnish Landlord
         a copy of the accident report filed with its insurance carrier promptly
         after its occurrence.

                  h.       Completion. Upon completion of Tenant's Work, Tenant
         shall furnish Landlord with a copy of final waivers of lien and
         contractors affidavits for Tenant's Work, a detailed breakdown of the
         costs of Tenant's Work and evidence of payment reasonably satisfactory
         to Landlord, and an occupancy permit for the Additional Premises to the
         extent issued by the City of Gary.

                  i.       Costs. In order to reimburse Landlord for Landlord's
         Payment, monthly Base Rent shall be increased as of the Effective Date
         by the amount necessary to amortize Landlord's Payment over the balance
         of the Lease Term at an interest rate of ten and one-half percent
         (10.5%) per annum, notwithstanding the fact that the Tenant's Work will
         not be complete on the Effective Date. In the event the full amount of
         Landlord's Payment is not known as of the Effective Date, Landlord
         shall reasonably estimate Landlord's Payment for purposes of

                                       4

<PAGE>

         determining the increase in Base Rent. Landlord shall, by written
         notice to Tenant, adjust the amount of such increase once the actual
         Landlord's Payment is known. Any additional amount due Landlord from
         any period of time prior to such adjustment due to the fact that
         Landlord initially underestimated Landlord's Payment shall be due and
         payable from Tenant to Landlord within ten (10) days after Landlord
         sends Tenant the notice of the adjustment. In the event the Lease is
         terminated prior to the Termination Date set forth in the Lease for any
         reason, the unamortized portion of Landlord's Payment allocable to the
         balance of the Lease Term shall be immediately due and payable in full.

                  By way of example only, assume Landlord's estimate of
         Landlord's Payment is $300,000.00. Tenant's monthly payments of Base
         Rent would be increased on the Effective Date by the amount of
         $18,086.27. Then assume that Landlord's Payment of $310,000.00 and Is
         determined two months after the Effective Date. Tenant's monthly
         payments of Base Rent would then be $18,689.14 and Tenant, within ten
         (10) days after Landlord's notice, Tenant would make a single payment
         of $1,205.74 which would equal the difference between $36,172.54 (the
         amount paid during such two month period) and $37,378.28 (the amount
         owed for such two month period).

         11.      Storage of Coils. Landlord shall permit Tenant to store coils
and finished products ("Products") in an area designated by Landlord on the
north side of the Building ("Storage Area") and the amount to be paid to
Landlord in connection with such storage is included in the amounts of Base Rent
set forth above. Landlord shall have the right to establish reasonable rules and
regulations relative to such storage from time to time during the Lease Term.
The Products shall be deemed to be part of Tenant's Equipment and the Storage
Area shall be deemed to be part of the Premises as the same are defined in the
Lease. Tenant's right to use the Storage Area shall be subject to all applicable
laws, ordinances, rules and regulations. Landlord reserves the right to relocate
the Storage Area to an area reasonably acceptable to Tenant at any time.

         12.      No Other Modification, No Default. Except as set forth herein,
the Lease remains unmodified and in full force and effect. Tenant acknowledges
that Landlord is not in default and no event has occurred which, with the
passage of time or giving of notice, or both, would constitute a default under
the Lease. Except for the obligations of Landlord hereunder, Landlord has
performed all of its obligations to Tenant under the Lease. Landlord
acknowledges that Tenant is not in default and no event has occurred which, with
the passage of time or giving of notice, or both, would constitute a default
under the Lease. Except for the obligations of Tenant hereunder, Tenant has
performed all of its obligations to Landlord under the Lease.

         13.      Successors and Assigns. This Third Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

         14.      Modification. This Third Amendment may not be modified or
amended except by written agreement executed by the parties hereto.

         15.      Interpretation. In the event of a conflict between the terms
and conditions of this Amendment and the terms and conditions of the Lease, the
terms and conditions of this Third Amendment shall prevail.

         16.      Counterparts. This Third Amendment may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       5

<PAGE>

         17.      Severability. Landlord and Tenant intend and believe that each
provision in this Third Amendment comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision in this Third
Amendment is found by a court of law to be in violation of any applicable
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such provision to be illegal, void or
unenforceable as written, then such provision shall be given force to the
fullest possible extent that the same is legal, valid and enforceable and the
remainder of this Agreement shall be construed as if such provision was not
contained therein.

         IN WITNESS WHEREOF, the parties have executed this Third Amendment to
Lease as of the date set forth above.

TENANT: WHEELING-PITTSBURGH STEEL      LANDLORD: GREAT LAKES INDUSTRIAL
CORPORATION, a Delaware                PARTNERS, L.P., an Indiana limited
corporation                            partnership

                                       By: CP Financing Trust, a Maryland real
                                       estate investment trust, its general
                                       partner

By:  /s/ J.E. Muldoon                  By:  /s/ Paul T. Ahern
     -----------------------------          ------------------------------------
Its: VP - Whlg. Corrug. Co             Its: Chief Investment Officer

By:_______________________________     By:  /s/ Michael A. Tortorici
                                            ------------------------------------
Its:______________________________     Its: Reigional Controller, Assist,
                                            Secretary

                                       6

<PAGE>

                            SECOND AMENDMENT TO LEASE

         THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is dated as of
September 1, 1996 by and between CENTERPOINT PROPERTIES CORPORATION, a Maryland
corporation ("Landlord") and WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware
corporation ("Tenant").

                                    RECITALS

         A.       Landlord and Tenant have entered into that certain Industrial
Building Lease dated November 13, 1995 as amended by that certain Amendment to
Lease dated January 26, 1996 (collectively referred to herein as the "Lease")
for certain premises commonly known as Bays 1 ("Bay 1"), 10A and 10B in Great
Lakes Industrial Center in Gary, Indiana ("Project") as more particularly
described in the Lease.

         B.       Tenant has requested that Landlord install a washroom and
locker area ("Improvements") in accordance with plans and specifications dated
September 4, 1996 ("Plans") prepared on behalf of Landlord and approved by
Tenant. Landlord has agreed to construct the Improvements in accordance with the
Plans and to extend the Term of the Lease with respect to Bay 1 on the terms and
conditions contained herein.

         C.       Tenant has also requested and Landlord has agreed to lease
certain premises to Tenant commonly known as Bay 7 ("Bay 7 Premises") consisting
of approximately 6,591 square feet in the Project as depicted in Exhibit "A"
attached hereto and made a part hereof on the terms and conditions contained
herein.

         NOW, THEREFORE, in consideration of TEN AND NO/00 DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Recitals. The Recitals are incorporated into this Section 1 as
if fully set forth herein.

         2.       Definitions. All terms used herein, unless otherwise
specified, shall have the meaning ascribed to them in the Lease.

         3.       Improvements. Landlord shall construct the Improvements in
accordance with the Plans. Any increased cost in the construction of the
Improvements as a result of changes to the Plans shall be paid by Tenant to
Landlord upon demand. Tenant agrees to grant Landlord, its agents, contractors
and employees such access to the Premises as may be necessary to complete the
Improvements.

         4.       Term and Premises. The Term of the Lease with respect to Bay 1
only is hereby extended through and including September 30, 2003. The Term of
the Lease with respect to the remaining Premises (excluding Bay 1) shall
terminate on September 30, 2000. As used in the Lease, the term "Premises" shall
be deemed to include the Bay 7 Premises in addition to the other premises
currently defined as the Premises in the Lease. The total area of the Premises
shall now be 130,716 square feet. Except as set forth to the contrary herein,
all terms and conditions of the Lease shall be deemed to include and apply to
the Bay 7 Premises.

         5.       Base Rent. The Base Rent schedule under the Lease is hereby
amended as follows:

<PAGE>

BAY 1 PREMISES

<TABLE>
<CAPTION>
                                                    Annual            Monthly
         Period                                    Base Rent         Base Rent
         ------                                    ---------         ---------
<S>                                               <C>               <C>
January 1, 1996- January 31, 1997                 $243,417.96       $20,284.83
February 1, 1997-May 31, 1997                     $259,550.55       $21,629.21
June 1, 1997-May 31,     1998                     $267,337.06       $22,278.09
June 1, 1998-May 31,     1999                     $275,357.17       $22,946.43
June 1, 1999-May 31,     2000                     $283,617.89       $23,634.82
June 1, 2000-May 31,     2001                     $292,126.42       $24,343.87
June 1, 2001-May 31,     2002                     $300,890.21       $25,074.18
June 1, 2002-September 30, 2003                   $309,916.91       $25,826.41
</TABLE>

BAY 10 PREMISES

<TABLE>
<CAPTION>
                                                     Annual            Monthly
             Period                                 Base Rent         Base Rent
             ------                                 ---------         ---------
<S>                                                <C>               <C>
October 1, 1995-September 30, 1996                 $300,843.47       $25,070.29
October 1, 1996-September 30, 1997                 $308,063.71       $25,671.96
October 1, 1997-September 30, 1998                 $315,457.24       $26,288.10
October 1, 1998-September 30, 1999                 $323,028.21       $26,919.02
October 1, 1999-September 30, 2000                 $330,780.89       $27,565.07
</TABLE>

BAY 7 PREMISES

<TABLE>
<CAPTION>
                                                    Annual            Monthly
            Period                                 Base Rent         Base Rent
            ------                                 ---------         ---------
<S>                                               <C>               <C>
September 1, 1996-June 30, 1997                   $25,896.00        $2,158.00
July 1, 1997-June 30, 1998                        $26,672.88        $2,222.74
July 1, 1998-June 30, 1999                        $27,473.07        $2,289.42
July 1, 1999-June 30, 2000                        $28,297.26        $2,358.10
July 1, 2000-September 30, 2000                   $29,146.18        $2,428.85
</TABLE>

         6.       Tenant's Proportion: Tenant's Proportion under the Lease is
hereby amended to be 12.44%.

         7.       No Other Modification, No Default. Except as set forth herein,
the Lease remains unmodified and in full force and effect. Tenant acknowledges
that the Bay 10 Lease is not in default and no event has occurred which, with
the passage of time or giving of notice, or both, would constitute a default
under the Lease. Landlord has performed all of its obligations to Tenant under
the Lease.

         8.       Successors and Assigns. This Second Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

         9.       Modification. This Second Amendment may not be modified or
amended except by written agreement executed by the parties hereto.

         10.      Interpretation. In the event of a conflict between the terms
and conditions of this Amendment and the terms and conditions of the Lease, the
terms and conditions of this Second Amendment shall prevail.

         11.      Counterparts. This Second Amendment may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                                       2

<PAGE>

         12.      Severability. Landlord and Tenant intend and believe that each
provision in this Second Amendment comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision in this Second
Amendment is found by a court of law to be in violation of any applicable
ordinance, statute, law, administrative or judicial decision, or public policy,
and if such court should declare such provision to be illegal, void or
unenforceable as written, then such provision shall be given force to the
fullest possible extent that the same is legal, valid and enforceable and the
remainder of this Agreement shall be construed as if such provision was not
contained therein.

         IN WITNESS WHEREOF, the parties have executed this Second Amendment to
Lease as of the date set forth above.

LANDLORD:                           CENTERPOINT PROPERTIES CORPORATION, a
                                    Maryland corporation

                                    By /s/ James R. Jansen
                                       -----------------------------------------
                                       Its: Vice President
                                       Name: James R. Jansen

                                    By: /s/ Rockford O. Kottka
                                        ----------------------------------------
                                        Its: Vice President and Controller
                                        Name: Rockford O. Kottka

TENANT:                             WHEELING-PITTSBURGH STEEL CORPORATION, a
                                    Delaware corporation

                                    By: /s/ Tom Patrick
                                        ----------------------------------------
                                        Its: Vice President
                                        Name: Tom Patrick

                                    By:_________________________________________
                                       Its:_____________________________________
                                       Name:____________________________________

                                       3

<PAGE>

                               AMENDMENT TO LEASE

         This Amendment to Lease is dated as of January 25, 1996 by and between
CENTERPOINT PROPERTIES CORPORATION, a Maryland corporation ("Landlord") and
WHEELING-PITTSBURGH STEEL CORPORATION, a Delaware corporation ("Tenant").

                                    RECITALS

         A.       Great Lakes Investors I, an Illinois limited partnership (the
"Original Landlord") and Cyclops Corporation, a Delaware corporation (the
"Original Tenant") entered into that certain Lease Agreement dated as of
December 17, 1990 (the "Bay 1 Lease") for certain premises commonly known as Bay
1 in Great Lakes Industrial Center in Gary, Indiana as shown in Exhibit A
attached hereto (the "Bay 1 Premises").

         B.       Landlord and Tenant have entered into that certain Industrial
Building Lease dated November 13, 1995 (the "Bay 10 Lease") for certain premises
commonly known as Bays 10A and 10B in Great Lakes Industrial Center in Gary,
Indiana as more particularly described in the Bay 10 Lease.

         C.       Landlord is the successor in interest to and has assumed the
rights and obligations of Original Landlord and Tenant is the successor in
interest to and has assumed the rights and obligations of Original Tenant under
the Bay 1 Lease.

         D.       All terms used herein, unless otherwise specified, shall have
the meaning ascribed in the Bay 10 Lease.

         E.       The Bay 1 Lease and the Bay 10 Lease contain different terms
and different termination dates. Tenant desires that Bay 1 Premises be leased
under the same terms and conditions and for the same term as the Bay 10 Lease.
Therefore, Landlord and Tenant desire to terminate the Bay 1 Lease and include
the Bay 1 Premises in the "Premises" as defined in the Bay 10 Lease upon the
terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of TEN AND NO/00 DOLLARS ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Recitals. The Recitals are hereby incorporated into this
Section 1 as if fully set forth herein.

         2.       Premises. As used in the Bay 10 Lease, the term "Premises"
shall be deemed to include the Bay 1 Premises consisting of 58,855 square feet
in addition to the other property currently defined as the Premises in the Bay
10 Lease consisting of 64,606 square feet making the total area of the Premises
123,461 square feet. Except as set forth to the contrary herein, all terms and
conditions of the Bay 10 Lease, including, without limitation, the provisions of
Article XXXIII thereof, shall be deemed to apply to the lease of the Bay 1
Premises as well as the lease of the Bay 10 Premises.

<PAGE>

         3.       Base Rent. The Base Rent schedule under the Bay 10 Lease is
hereby amended to add the following as Base Rent:

BAY 1 PREMISES

<TABLE>
<CAPTION>
                                                      Bay 1                          Bay 1
                                                     Annual                         Monthly
            Period                                  Base Rent                      Base Rent
            ------                                  ---------                      ---------
<S>                                                <C>                            <C>
January 1, 1996-May 31, 1997                       $243,417.96                    $20,284.83
June 1, 1997-May 31, 1998                          $250,720.50                    $20,893.38
June 1, 1998-May 31, 1999                          $258,242.12                    $21,520.18
June 1, 1999-May 31, 2000                          $265,989.38                    $22,165.78
June 1, 2000-September 30, 2000                    $273,969.06                    $22,830.76
</TABLE>

BAY 10 PREMISES

<TABLE>
<CAPTION>
                                                     Bay 10                         Bay 10
                                                     Annual                         Monthly
            Period                                  Base Rent                      Base Rent
            ------                                  ---------                      ---------
<S>                                                <C>                            <C>
October 1, 1995-September 30, 1996                 $300,843.47                    $25,070.29
October 1, 1996-September 30, 1997                 $308,063.71                    $25,671.96
October 1, 1997-September 30, 1998                 $315,457.24                    $26,288.10
October 1, 1998-September 30, 1999                 $323,028.21                    $26,919.02
October 1, 1999-September 30, 2000                 $330,780.89                    $27,565.07
</TABLE>

BOTH PREMISES

<TABLE>
<CAPTION>
                                                     Annual                         Monthly
                                                    Base Rent                      Base Rent
                                                    ---------                      ---------
<S>                                                <C>                            <C>
January 1, 1996-September 30, 1996                 $544,264.43                    $45,355.37
October 1, 1996-May 31, 1997                       $551,481.67                    $45,956.81
June 1, 1997-September 30, 1997                    $558,784.21                    $46,565.35
October 1, 1997-May 31, 1998                       $566,177.74                    $47,181.48
June 1, 1998-September 30, 1998                    $573,699.36                    $47,808.28
October 1, 1998-May 31, 1999                       $581,270.33                    $48,439.19
June 1, 1999-September 30, 1999                    $589,017.59                    $49,084.80
October 1, 1999-May 31, 2000                       $596,770.27                    $49,730.86
June 1, 2000-September 30, 2000                    $604,749.95                    $50,395.83
</TABLE>

         4.       Tenant's Proportion: Tenant's Proportion under the Bay 10
Lease is hereby amended to be 11.8%.

         5.       Termination of Bay 1 Lease. The effectiveness of this
Amendment is conditioned upon the execution and delivery of an agreement
acceptable to Landlord and Tenant terminating the Bay 1 Lease.

         6.       No Other Modification, No Default. Except as set forth herein,
the Bay 10 Lease remains unmodified and in full force and effect. Tenant
acknowledges that the Bay 10 Lease is not in default and no event has occurred
which, with the passage of time or giving of notice, or both, would constitute a
default under the Bay 10 Lease. Landlord has performed all of its obligations to
Tenant under the Bay 10 Lease.

         7.       Successors and Assigns. This Amendment shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

                                       2

<PAGE>

         8.       Modification. This Amendment may not be modified or amended
except by written agreement executed by the parties hereto.

         9.       Counterparts. This Amendment may be executed in two
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.      Severability. Landlord and Tenant intend and believe that each
provision in this Amendment comports with all applicable local, state and
federal laws and judicial decisions. However, if any provision in this Amendment
is found by a court of law to be in violation of any applicable ordinance,
statute, law, administrative or judicial decision, or public policy, and if such
court should declare such provision to be illegal, void or unenforceable as
written, then such provision shall be given force to the fullest possible extent
that the same is legal, valid and enforceable and the remainder of this
Agreement shall be construed as if such provision was not contained therein.

         IN WITNESS WHEREOF, the parties have executed this Amendment to Lease
as of the date set forth above.

LANDLORD:                           CENTERPOINT PROPERTIES CORPORATION,
                                    a Maryland corporation

                                    By: /s/ James R. Jansen
                                        ----------------------------------------
                                        Its:  Vice President
                                        Name: James R. Jansen

                                    By: /s/ R.O. Kottka
                                        ----------------------------------------
                                        Its:  VP / Treasurer
                                        Name: R.O. Kottka

TENANT:                             WHEELING-PITTSBURGH STEEL CORPORATION,
                                    a Delaware corporation

                                    By: /s/ Tom Patrick
                                        ----------------------------------------
                                        Its:  Vice President
                                        Name: Tom Patrick

                                    By: /s/ John L. Sneddon
                                        ----------------------------------------
                                        Its: Director-Corporate Services & Real
                                             Estate
                                        Name: John L. Sneddon

                                       3

<PAGE>

                            INDUSTRIAL BUILDING LEASE

                                    LANDLORD:

                      CENTERPOINT PROPERTIES CORPORATION, a
                              MARYLAND CORPORATION

                                     TENANT:

                               WHEELING PITTSBURGH

                        a________________________________

                                PROPERTY ADDRESS:

                          GREAT LAKES INDUSTRIAL CENTER
                                  GARY, INDIANA

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----
<S>                                                                                                <C>
ARTICLE I. Lease Terms..........................................................................     1
         Section 1.1.  Definitions..............................................................     1
         Section 1.2.  Significance of Basic Lease Provisions...................................     2
         Section 1.3.  Enumeration of Exhibits..................................................     2

ARTICLE II. Premises............................................................................     2
         Section 2.1.  Lease....................................................................     2

ARTICLE III. Term...............................................................................     2
         Section 3.1.  Term.....................................................................     2

ARTICLE IV. Condition of Demised Premises.......................................................     3
         Section 4.1.  Condition of Premises....................................................     3

ARTICLE V. Rent.................................................................................     3
         Section 5.1.  Base Rent................................................................     3
         Section 5.2.  Base Rent Adjustment.....................................................     3
         Section 5.3.  Interest and Late Charges on Late Payments...............................     5
         Section 5.4.  Prior Occupancy..........................................................     5
         Section 5.5.  Prior Installations......................................................     5

ARTICLE VI. Utilities...........................................................................     6
         Section 6.1.  Utilities................................................................     6

ARTICLE VII. Use................................................................................     6
         Section 7.1.  Use......................................................................     6
         Section 7.2.  Prohibited Uses..........................................................     6

ARTICLE VIII. Maintenance of Premises...........................................................     6
         Section 8.1.  Maintenance..............................................................     6
         Section 8.2.  Governmental Requirements................................................     7
         Section 8.3.  Tenant's Responsibilities................................................     7

ARTICLE IX. Tenant's Insurance..................................................................     7
         Section 9.1.  Commercial General Liability and Workers Compensation Insurance..........     7
         Section 9.2.  Policies.................................................................     7
         Section 9.3.  Adjustment...............................................................     8
         Section 9.4.  Subrogation..............................................................     8

ARTICLE X. Damage or Destruction................................................................     8
         Section 10.1.  Total Demise............................................................     8
         Section 10.2.  Partial Demise..........................................................     8

ARTICLE XI. Liens...............................................................................     9
         Section 11.1.  Lien Claims.............................................................     9
         Section 11.2.  Landlord's Right to Cure................................................     9

ARTICLE XII. Tenant Alterations.................................................................     9
         Section 12.1.  Alterations.............................................................     9
         Section 12.2.  Ownership of Alterations................................................    10
         Section 12.3.  Signs...................................................................    10
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
         Section 12.4.  Tenant Indemnity........................................................    10
         Section 12.5.  Environmental Impact....................................................    11

ARTICLE XIII. Condemnation......................................................................    11
         Section 13.1.  Taking: Lease to Terminate..............................................    11
         Section 13.2.  Taking: Lease to Continue...............................................    11

ARTICLE XIV. Assignment-Subletting by Tenant....................................................    11
         Section 14.1.  No Assignment, Subletting or Other Transfer.............................    11
         Section 14.2.  Operation of Law........................................................    12
         Section 14.3.  Excess Rental...........................................................    12
         Section 14.4.  Merger or Consolidation.................................................    12
         Section 14.5.  Unpermitted Transaction.................................................    12

ARTICLE XV. Annual Statements...................................................................    12
         Section 15.1.  Annual Statements.......................................................    12

ARTICLE XVI. Indemnity for Litigation...........................................................    13
         Section 16.1.  Indemnity for Litigation................................................    13

ARTICLE XVII. Estoppel Certificates.............................................................    13
         Section 17.1.  Estoppel Certificate....................................................    13

ARTICLE XVIII. Inspection of Premises...........................................................    13
         Section 18.1.  Inspections.............................................................    13
         Section 18.2.  Signs...................................................................    13

ARTICLE XIX. Fixtures...........................................................................    13
         Section 19.1.  Building Fixtures.......................................................    13
         Section 19.2.  Tenant's Equipment......................................................    14
         Section 19.3.  Removal of Tenant's Equipment...........................................    14

ARTICLE XX. Default.............................................................................    14
         Section 20.1.  Events of Default.......................................................    14
         Section 20.2.  Waivers..................................................................   15
         Section 20.3.  Bankruptcy..............................................................    15

ARTICLE XXI. Landlord's Performance of Tenant's Covenants.......................................    16
         Section 21.1.  Landlord's Performance of Tenant's Covenants............................    16

ARTICLE XXII. Exercise of Remedies..............................................................    16
         Section 22.1.  Cumulative Remedies.....................................................    16
         Section 22.2.  No Waiver...............................................................    17
         Section 22.3.  Equitable Relief........................................................    17

ARTICLE XXIII. Subordination to Mortgages.......................................................    17
         Section 23.1.  Subordination...........................................................    17
         Section 23.2.  Mortgage Protection.....................................................    17

ARTICLE XXIV. Indemnity and Waiver..............................................................    17
         Section 24.1.  Tenant's Indemnity......................................................    17
         Section 24.2.  Waiver of Claims........................................................    18

ARTICLE XXV. Surrender..........................................................................    18
         Section 25.1.  Condition...............................................................    18
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
         Section 25.2.  Removal of Tenant's Equipment...........................................    18
         Section 25.3.  Holdover................................................................    19

ARTICLE XXVI. Covenant of Quiet Enjoyment.......................................................    19
         Section 26.1.  Covenant of Quiet Enjoyment.............................................    19

ARTICLE XXVII. No Recording.....................................................................    19
         Section 27.1.  No Recording............................................................    19

ARTICLE XXVIII. Notices.........................................................................    19
         Section 28.1.  Notices.................................................................    19

ARTICLE XXIX. Covenants Run with Land...........................................................    19
         Section 29.1.  Covenants...............................................................    19
         Section 29.2.  Release of Landlord.....................................................    20

ARTICLE XXX. Environmental Matters..............................................................    20
         Section 30.1.  Hazardous Materials.....................................................    20
         Section 30.2.  Conduct of Tenant.......................................................    21
         Section 30.3.  Tenant's Environmental Indemnity........................................    21
         Section 30.4.  Landlord's Right to Enter Premises......................................    22

ARTICLE XXXI. Security Deposit..................................................................    22
         Section 31.1.  Security Deposit........................................................    22

ARTICLE XXXII. Miscellaneous....................................................................    23
         Section 32.1.  Captions................................................................    23
         Section 32.2.  Severability............................................................    23
         Section 32.3.  Applicable Law..........................................................    23
         Section 32.4.  Amendments in Writing...................................................    23
         Section 32.5.  Relationship of Parties.................................................    23
         Section 32.6.  Brokerage...............................................................    23
         Section 32.7.  No Accord and Satisfaction..............................................    23
         Section 32.8.  Joint Effort............................................................    23
         Section 32.9.  Waiver of Jury Trial....................................................    23
         Section 32.10.  Time...................................................................    24
         Section 32.11.  Landlord's Consent.....................................................    24
         Section 32.12.  No Partnership.........................................................    24
         Section 32.14.  Landlord's Liability...................................................    24

ARTICLE XXXIII. Renewal Option..................................................................    24
         Section 33.1.  Renewal Option..........................................................    24
         Section 33.2.  "As Is" Condition.......................................................    25
         Section 33.3.  Amendment...............................................................    25
         Section 33.4.  Termination.............................................................    25
         Section 33.5.  No Commissions..........................................................    25

ARTICLE XXXIV. Landlord's Work..................................................................    25
         Section 34.1.  Landlord's Work.........................................................    25
</TABLE>

                                     -iii-

<PAGE>

                                                   Property Address:
                                                   Great Lakes Industrial Center
                                                   Gary, Indiana

                            INDUSTRIAL BUILDING LEASE

         THIS LEASE, made as of this 13th day of November, 1995 between
CENTERPOINT PROPERTIES CORPORATION, a Maryland corporation ("Landlord") and
Wheeling-Pittsburgh Steel Corporation, a Delaware corporation ("Tenant");

                                   ARTICLE I.

                                   LEASE TERMS

         SECTION 1.1. DEFINITIONS. In addition to the other terms, which are
elsewhere defined in this Lease, the following terms and phrases, whenever used
in this Lease shall have the meanings set forth in this Subsection, and only
such meanings, unless such meanings are expressly contradicted, limited or
expanded elsewhere herein.

         A.       BASE RENT SCHEDULE:

<TABLE>
<CAPTION>
                                              Annual                 Monthly
Period (by lease month)                      Base Rent              Base Rent
-----------------------                      ---------              ---------
<S>                                        <C>                     <C>
        1-12                               $300,843.47             $25,070.29
       13-24                               $308.063.71             $25,671.96
       25-36                               $315,457.24             $26,288.10
       37-48                               $323,028.21             $26,919.02
       49.60                               $330,780.89             S27,565.07
</TABLE>

         B.       SECURITY DEPOSIT:   $22,548.75

         C.       TENANT'S PROPORTION: 6.2_% (which is the percentage
                  obtained by dividing the rentable area of the Premises [64,606
                  rentable square feet] by the rentable area of the Project
                  [1,045,070 rentable square feet])

         D.       INITIAL MONTHLY RENT ADJUSTMENT DEPOSIT:  $6479.00

                  (i)      Initial Tax Deposit: $2690.00
                  (ii)     Initial Expense Deposit: $3789.00

         E.       INITIAL TERM: The initial five (5) year term, commencing as of
                  the Commencement Date.

         F.       COMMENCEMENT DATE:  October 1, 1995.

         G.       TERMINATION DATE:  The last day of the sixtieth (60th) month
                  subsequent to the Commencement Date.

         H.       TERM:  The Initial Term as same may be extended or sooner
                  terminated.

         I.       USE:  Fabrication and finish of steel and steel products.

         J.       OPTION TO RENEW:  See Article XXXIII

         K.       LANDLORD'S MAILING ADDRESS:
                           c/o 401 North Michigan
                           Chicago, Illinois 60611

<PAGE>

                           Attn: Robert L. Stovall

         L.       TENANT'S MAILING ADDRESS:
                           1134 Market Street
                           Wheeling, West Virginia 26003
                           Attention: John Sneddon

         M.       LANDLORD'S BROKER: None.

         N.       TENANT'S BROKER: None.

         SECTION 1.2. SIGNIFICANCE OF BASIC LEASE PROVISIONS. Each reference in
this Lease to any of the Basic Lease Terms contained in Section 1.1 of this
Article shall be deemed and construed to incorporate all of the terms provided
under each such Basic Lease Terms.

         SECTION 1.3. ENUMERATION OF EXHIBITS. The exhibits in this Section and
attached to this Lease are incorporated in this Lease by this reference and are
to be construed as a part of this Lease.

                  EXHIBIT "A" - Premises

                  EXHIBIT "B" - Legal Description

                  EXHIBIT "C" - Form of Estoppel Certificate

                  EXHIBIT "D" - Landlord's Work

                                   ARTICLE II.

                                    PREMISES

         SECTION 2.1. LEASE. Landlord, for and in consideration of the rents
herein reserved and of the covenants and agreements herein contained on the part
of Tenant to be kept, observed and performed, does by these presents, lease to
Tenant, and Tenant hereby leases from Landlord, the demised premises
("Premises"), being depicted in the plan attached hereto as Exhibit "A" in the
building designated as Units 10A and 10B located in Great Lakes Industrial
Center, Gary, Indiana ("Building"), and legally described on EXHIBIT "B"
attached hereto and by this reference incorporated herein ("Land") (the Land and
Building are sometimes collectively the "Project"), subject to covenants,
conditions, agreements, easements, encumbrances and restrictions affecting the
Land and the Improvements thereon.

                                  ARTICLE III.

                                      TERM

         SECTION 3.1. TERM. The Initial Term of this Lease shall commence on the
Commencement Date and shall end on the Termination Date, unless sooner
terminated as hereinafter set forth. If the Commencement Date is a day other
than the first (1st) day of a calendar month, the Initial Term shall expire
sixty (60) months after the first (1st) day of the first full calendar month
after the Commencement Date and shall, accordingly, include the period between
the Commencement Date and the end of the calendar month in which the
Commencement Date occurs, with Rent (as hereinafter defined) for such partial
month to be calculated pro RATA on a daily basis. If the Landlord shall be
unable to give possession of the Premises on the Commencement Date for any
reason the Rent reserved and covenanted to be paid herein shall not commence
until the Premises are available for occupancy by Tenant. No such failure to
give possession on the Commencement Date of the Term hereof shall subject
Landlord to any liability for failure to give possession nor shall same affect
the validity of this Lease or the obligation of the Tenant hereunder, nor shall
the same be construed to extend the Term. At the option of Landlord to be
exercised within thirty (30) days of the delayed delivery of possession to
Tenant, the Lease shall be amended so that the Term shall be extended by

                                       2

<PAGE>

the period of time possession is delayed. If the Premises are ready for
occupancy prior to the Commencement Date and Tenant occupies the Premises prior
to said date, Tenant shall pay proportionate Rent.

                                   ARTICLE IV.

                          CONDITION OF DEMISED PREMISES

         SECTION 4.1. CONDITION OF PREMISES. Tenant agrees to accept the
Premises in an absolutely "as-is" condition, and Tenant acknowledges that
Landlord, its agents, attorneys, representatives and employees have not and do
not make any representations or warranties, express or implied, to Tenant
regarding the Premises or the Project, including, but not limited to: (i) the
zoning of the Premises or the Project; (ii) the condition of any underground,
above ground or surface improvements; (iii) the size, area, use or type of the
Premises or the fitness of the Premises for any intended or particular use; (iv)
the nature of the soil on and underlying the Premises or the Project or its
suitability for development or any other use thereof; (v) any financial
information pertaining to the operation of the Premises or the Project; (vi) the
status of any requirements or obligations imposed, implied or to be undertaken
by the owner or developer of the Premises or the Project pursuant to any zoning,
subdivision, development laws or agreements with any governmental entities;
(vii) the presence or absence of any toxic wastes, hazardous materials or
structural defects in, on or under the Premises or the Project or any
improvements thereon; or (viii) the presence or absence of any rights of any
governmental authority, or of owners of property in the vicinity of the Premises
or the Project, to obtain reimbursement, recapture or special assessments from
any owner of the Premises or the Project for all or a portion of the cost of any
utilities, roads or other improvements heretofore or hereafter located on or in
the vicinity of the Premises or the Project, any and all such representations
and warranties, express or implied, being hereby expressly waived by Tenant and
disclaimed by Landlord. Tenant waives any claim that may exist for patent and/or
latent defects or for mutual or unilateral mistake of fact. Except for
Landlord's obligation to improve the Premises in accordance with Article XXXIV
below, no promise of Landlord to alter, remodel, decorate, clean or improve the
Premises or any portion thereof and no representation respecting the condition
of the Premises or any portion thereof have been made by Landlord to Tenant.

                                   ARTICLE V.

                                      RENT

         SECTION 5.1. BASE RENT. In consideration of the leasing aforesaid,
Tenant agrees to pay Landlord, without offset or deduction, base rent for the
Initial Term ("Base Rent"), payable monthly in advance in the amount of the
Monthly Base Rent set forth in the Base Rent Schedule commencing on the
Commencement Date and continuing on the first (1st) day of each month thereafter
for the balance of the Term of this Lease, and in addition thereto, shall pay
such charges as are herein described as "Additional Rent". The term "Rent" when
used in this Lease shall include all Base Rent payable under this Section 5.1.,
as well as the charges herein described as Additional Rent. All Rent payable
hereunder shall be payable to Landlord and Landlord's Mailing Address, or as
Landlord may otherwise from time to time designate in writing.

         SECTION 5.2. BASE RENT ADJUSTMENT. In addition to the Base Rent payable
by Tenant hereunder, Tenant shall pay to Landlord, as Additional Rent, the Rent
Adjustment described in this Section 5.2 without set off or deduction. Until
such time as Tenant receives the first Adjustment Statement provided for in
clause (iii) of this Section 5.2, Tenant shall, commencing on the Commencement
Date and on the first (1st) day of each and every month thereafter, make the
Initial Monthly Rent Adjustment Deposit specified in Article 1 hereof.

         A.       For the purposes of this Lease:

                           (1)      The term "Calendar Year" shall mean each
         calendar year or a portion thereof during the Term.

                           (2)      The term "Expenses" shall mean and include
         all expenses paid or incurred by Landlord or its beneficiaries for
         managing, owning, maintaining, operating, insuring, replacing and
         repairing the Project, the land under the Project, appurtenances and
         personal property used in conjunction therewith. Expenses shall not
         include (i) depreciation charges, (ii) interest and principal payments
         on

                                       3

<PAGE>

         mortgages, (iii) ground rental payments and (iv) real estate brokerage
         and leasing commissions. If the Building is not fully occupied during
         all or a portion of any Calendar Year, then Landlord may elect to make
         an appropriate adjustment of the Expenses which vary due to occupancy
         for such Calendar Year employing sound accounting and management
         principles, to determine the amount of Expenses that would have been
         paid or incurred by Landlord had the Building been fully occupied and
         the amount so determined shall be the amount of Expenses attributable
         to such Calendar Year.

                           (3)      The term "Rent Adjustments" shall mean all
         amounts owed by Tenant as Additional Rent on account of Expenses or
         Taxes, or both.

                           (4)      The term "Rent Adjustment Deposit" shall
         mean an amount equal to Landlord's estimate of Rent Adjustments due for
         any Calendar Year made from time to time during the Term.

                           (5)      The term "Taxes" shall mean real estate
         taxes, assessments, sewer rents, rates and charges, transit taxes,
         taxes based upon the receipt of rent, and any other federal, state or
         local governmental charge, general, special, ordinary or extraordinary,
         which may now or hereafter be assessed against the Project or any
         portion thereof in any Calendar Year during the Term and any tax in
         substitution of any of the foregoing; provided, however, in determining
         the income of Landlord with respect to any such substituted tax, only
         the income derived from the Building shall be included. In case of
         special taxes or assessments which may be payable in installments, only
         the amount of each installment and interest paid thereon paid during a
         Calendar Year shall be included in Taxes for that Calendar Year. Taxes
         shall also include any personal property taxes (attributable to the
         year in which paid) imposed upon the furniture, fixtures, machinery,
         equipment, apparatus, systems and appurtenances used in connection with
         the operation of the Building. Taxes also include Landlord's reasonable
         costs and expenses (including reasonable attorney's fees) in contesting
         or attempting to reduce any taxes. Taxes shall be reduced by any
         recovery or refund received of taxes previously paid by the Landlord,
         provided such refund relates to taxes paid during the Term of this
         Lease.

         B.       Tenant shall pay to the Landlord as Additional Rent Tenant's
Proportion of Expenses and Taxes attributable to each Calendar Year of the Term.
The amount of Taxes attributable to a Calendar Year shall be the amount assessed
for any such Calendar Year, even though the assessment for such Taxes may be
payable in a different Calendar Year.

         C.       As soon as reasonably feasible after the expiration of each
Calendar Year, Landlord will furnish Tenant a statement ("Adjustment Statement")
showing the following:

                           (1)      Expenses and Taxes for Calendar Year last
         ended and the amount of Expenses and Taxes payable by Tenant for such
         Calendar Year;

                           (2)      The amount of Rent Adjustments due Landlord
         for the Calendar Year last ended, less credits for Rent Adjustment
         Deposits paid, if any; and

                           (3)      The Rent Adjustment Deposit due in the
         current Calendar Year.

         D.       Within thirty (30) days after Tenant's receipt of each
Adjustment Statement, Tenant shall pay to Landlord:

                           (1)      The amount of Rent Adjustment shown on said
         statement to be due Landlord for the Calendar Year last ended; plus

                           (2)      The amount, which when added to the Rent
         Adjustment Deposit theretofore paid in the current Calendar Year would
         provide that Landlord has then received such portion of the Rent
         Adjustment Deposit as would have theretofore been paid to Landlord had
         Tenant paid one twelfth (1/12) of the Rent Adjustment Deposit, for the
         current Calendar Year, to Landlord monthly on the first day of each
         month of such Calendar Year.

                                       4

<PAGE>

Commencing on the first day of the first month after Tenant's receipt of each
Adjustment Statement, and on the first day of each month thereafter until Tenant
receives a more current Adjustment Statement, Tenant shall pay to Landlord
one-twelfth (1/12) of the Rent Adjustment Deposit shown on said statement.
During the last complete Calendar Year, Landlord may include in the Rent
Adjustment Deposit its estimate of the Rent Adjustment which may not be finally
determined until after the expiration of the Term. The Tenant's obligation to
pay the Rent Adjustment shall survive the Term.

         E.       Tenant's payment of the Rent Adjustment Deposit for each
Calendar Year shall be credited against the Rent Adjustments for such Calendar
Year. All Rent Adjustment Deposits may be co-mingled and no interest shall be
paid to Tenant thereon. If the Rent Adjustment Deposit paid by Tenant for any
Calendar Year exceeds the Rent Adjustments for such Calendar Year, then Landlord
shall give a credit to Tenant in an amount equal to such excess against the Rent
Adjustments due for the next succeeding Calendar Year, except that if any such
excess relates to the last Calendar Year of the Term, then, provided that no
default of Tenant exists hereunder, Landlord shall refund such excess to Tenant.

         F.       Tenant or its representative shall have the right to examine
Landlord's books and records with respect to the items in the Adjustment
Statement during normal business hours at any time within ten (10) days
following the furnishing by Landlord to Tenant of such Adjustment Statement.
Unless Tenant shall take written exception to any item within thirty (30) days
after the furnishing of the foregoing statement, such statement shall be
considered as final and accepted by Tenant. Any amount due to Landlord as shown
on any such statement, whether or not written exception is taken thereto, shall
be paid by Tenant within thirty (30) days after Landlord shall have submitted
the statement, without prejudice to any such written exception.

         G.       If the Commencement Date is on any day other than the first
day of January, or if the Termination Date is on any day other than the last day
of December, any Rent Adjustments due Landlord shall be prorated.

         SECTION 5.3. INTEREST AND LATE CHARGES ON LATE PAYMENTS. Rent not paid
within ten (10) days of when due shall bear interest from the date when the same
is payable under the terms of this Lease until the same shall be paid at an
annual rate of interest equal to the rate of interest announced from time to
time by the First National Bank of Chicago as its Corporate Base Rate, plus
three (3%) percent, unless a lesser rate shall then be the maximum rate
permissible by law, in which event said lesser rate shall be charged
(hereinafter referred to as the "Lease Interest Rate"). The term "Corporate Base
Rate" means that rate of interest announced by The First National Bank of
Chicago (hereinafter referred to as "First") from time to time as its "Corporate
Base Rate" of interest, changing automatically and simultaneously with each
change in the Corporate Base Rate made by First from time to time. Any
publication issued or published by First from time to time or a certificate
signed by an officer of First stating its Corporate Base Rate as of a date shall
be conclusive evidence of the Corporate Base Rate on that date. Tenant further
acknowledges that its late payment of any Rent will cause Landlord to incur
certain costs and expenses not contemplated under this Lease, the exact amount
of which is extremely difficult or impracticable to fix. Such costs and expenses
will include, without limitation, loss of use of money, administrative and
collection costs and processing and accounting expenses. Therefore, if any
installment of monthly Base Rent is not received by Landlord when due or any
other sum due hereunder is not paid when due, Tenant shall immediately pay to
Landlord a late charge equal to three percent (3%) of the unpaid amount. Such
late charge is in addition to any interest due pursuant to the first sentence of
this Section 5.3. Landlord and Tenant agree that this late charge represents a
reasonable estimate of costs and expenses incurred by Landlord from, and is fair
compensation to Landlord for, its loss suffered, by such non-payment by Tenant.
Acceptance of the late charge shall not constitute a waiver of Tenant's default
with respect to such non-payment by Tenant or prevent Landlord from exercising
any other rights and remedies available to Landlord under this Lease. Failure to
pay the late charge shall constitute a default under this Lease.

         SECTION 5.4. PRIOR OCCUPANCY. In the event the Premises are delivered
to and are occupied by Tenant prior to the Commencement Date of the Initial Term
of this Lease, such occupancy shall be subject to all the terms and conditions
of this Lease, and Rent and all other payments and charges imposed upon Tenant
shall be paid on a prorata basis from the date of such delivery of possession
prior to the Commencement Date.

         SECTION 5.5. PRIOR INSTALLATIONS. To enable Tenant to adapt the
Premises to its use, Tenant may, with the permission of the Landlord and at
Tenant's sole risk, enter into the Premises prior to the Commencement Date and

                                       5

<PAGE>

make such installations as it deems desirable for the operation of its business;
provided, however, that such entry and installation shall be done in such a
manner as not to render the insurance thereon void or interfere with the work to
be performed by Landlord, if any, in accordance with Section 34.1 hereof. Such
occupancy shall be subject to all the terms and conditions of this Lease (except
that Tenant shall not be required to pay the Rent provided for in Section 5.1 of
this Lease). Notwithstanding such entry and installation, the Initial Term shall
begin and Rent shall be payable as herein set forth in this Lease.

                                   ARTICLE VI.

                                    UTILITIES

         SECTION 6.1. UTILITIES. Tenant shall pay, directly to the appropriate
supplier, all costs of natural gas, electricity, heat, light, power, sewer
service, telephone, water, refuse disposal and other utilities and services
supplied to the Premises. Landlord shall, at Landlord's sole cost and expense,
separately meter the Premises. If, however, at any time, any services or
utilities are jointly metered, Landlord shall make a reasonable determination of
Tenant's Proportionate share thereof and Tenant shall pay its proportionate
share, as Additional Rent hereunder, within fifteen (15) days after receipt of
Landlord's written statement. Landlord shall not in any way be liable or
responsible to Tenant for any cost or damage or expense which Tenant may sustain
or incur if either the quality or character of such service is changed or is no
longer available or suitable for Tenant's requirements.

                                  ARTICLE VII.

                                       USE

         SECTION 7.1. USE. The Premises shall be used for the Use only, and for
no other purpose.

         SECTION 7.2. PROHIBITED USES. Tenant shall not permit the Premises, or
any portion thereof, to be used in such manner which impairs Landlord's right,
title or interest in the Premises or any portion thereof, or in such manner
which gives rise to a claim or claims of adverse possession or of a dedication
of the Premises, or any portion thereof, for public use. Tenant shall not use or
occupy the Premises or permit the Premises to be used or occupied contrary to
any statute, rule, order, ordinance, requirement, regulation or restrictive
covenant applicable thereto or in any manner which would violate any certificate
of occupancy affecting the same or which would render the insurance thereon void
or the insurance risk more hazardous, or which would cause structural injury to
the Improvements or cause the value or usefulness of the Premises or any part
thereof to diminish or which would constitute a public or private nuisance or
waste, and Tenant agrees that it will, promptly upon discovery of any such use,
immediately notify Landlord and take all necessary steps to compel the
discontinuance of such use.

                                  ARTICLE VIII.

                             MAINTENANCE OF PREMISES

         SECTION 8.1. MAINTENANCE.

         A.       TENANT'S MAINTENANCE. Tenant agrees, at Tenant's sole cost and
expense, to take good care of the Premises and keep same and all parts thereof,
together with any and all alterations and additions thereto, in good order,
condition and repair, suffering no waste or injury. Tenant shall, at its sole
cost and expense, promptly make all necessary repairs and replacements, ordinary
as well as extraordinary, foreseen as well as unforeseen, in and to any
equipment now or hereafter located in the Premises, including without
limitation, water, sewer, gas, HVAC and electricity connections, pipes, mains
and all other fixtures, machinery, apparatus, overhead cranes, equipment and
appurtenances now or hereafter belonging to, connected with or used in
conjunction with the Premises. All such repairs and replacements shall be of
first class quality and sufficient for the proper maintenance and operation of
the Premises. Tenant shall keep and maintain the Premises safe, secure and
clean, specifically including, but not by way of limitation, removal of waste
and refuse matter. Tenant shall not permit anything to be done upon the Premises
(and shall perform all maintenance and repairs thereto so as not) to invalidate,
in whole or in part, or prevent the procurement of any insurance policies which
may, at any time, be required under the provisions of this Lease. Tenant shall
not obstruct or permit the obstruction of any parking area, adjoining street or
sidewalk.

                                       6

<PAGE>

         B.       LANDLORD'S MAINTENANCE. Subject to the provisions of Articles
X and XIII hereof, Landlord shall keep, maintain, repair and replace the roof
and structural members of the Building and the parking lot, sidewalks and
appurtenances thereto, including, as necessary, snow and ice removal and the
cost thereof shall be deemed an Expense.

         SECTION 8.2. GOVERNMENTAL REQUIREMENTS. Tenant at its own cost and
expense also shall promptly comply with any and all governmental requirement to
or affecting the Premises or any part thereof, irrespective of the nature of the
work required to be done, extraordinary as well as ordinary, whether or not the
same involve or require any structural changes or additions in or to the
Improvements and irrespective of whether or not such changes or additions be
required on account of any particular use to which the Premises or any part
thereof are being put.

         SECTION 8.3. TENANT'S RESPONSIBILITIES. Landlord shall not be required
to furnish any services or facilities whatsoever to the Premises. Except as set
forth in Section 8.1.B. above, Tenant hereby assumes full and sole
responsibility for condition, operation, repair, alteration, improvement,
replacement, maintenance and management of the Premises. Landlord shall not be
responsible for any loss or damage to the person or property of Tenant, any
guests or invitees, any persons using or working on the Premises, or any persons
claiming by, through or under, or any agents, employees, heirs, legal
representatives, successors or assigns of, any of the foregoing unless such loss
or damage is caused by the negligence of Landlord, its employees, agents and
contractors.

                                   ARTICLE IX.

                               TENANT'S INSURANCE

         SECTION 9.1. COMMERCIAL GENERAL LIABILITY AND WORKERS COMPENSATION
INSURANCE. At all times during the Term of this Lease, Tenant, at its own
expense, shall maintain, with insurance companies which are authorized to do
business in the State of Illinois and which are acceptable to Landlord, the
following commercial general liability and workers compensation insurance
(including employer's liability insurance):

                           (a)      COMMERCIAL GENERAL LIABILITY INSURANCE.
         Written on an Occurrence basis, insuring against claims for bodily and
         personal injury, death and property damage occurring in connection with
         the use and occupancy of the Premises by Tenant and shall name
         Landlord, Landlord's managing agent, and mortgagee, if any, as
         additional insureds. The coverage afforded the additional insureds
         under the Tenant's policy shall be primary insurance. Commercial
         General Liability Insurance shall afford a limit of at least
         $1,000,000.00 for each occurrence and at least a $2,000,000.00 General
         Aggregate and at least $1,000,000.00 for each occurrence Personal and
         Advertising Injury.

                           (b)      WORKERS COMPENSATION INSURANCE. Workers
         compensation insurance shall meet or exceed the statutory requirements
         set by the State of Illinois and' shall include occupational disease
         insurance and employer's liability insurance. The employer's liability
         insurance shall afford a limit of not less than $100,000.00.

                           (c)      CONTENTS INSURANCE. Insurance against fire,
         sprinkler leakage, vandalism, and the extended coverage perils for the
         full insurable value of all contents of Tenant within the Premises, and
         of all office furniture, trade fixtures, office equipment, merchandise
         and all other items of Tenant's property on the Premises and business
         interruption insurance.

         Tenant shall deliver to Landlord, at least fifteen (15) days prior to
the earlier of (i) the Commencement Date of this Lease or (ii) the date Tenant
takes possession of the Premises, certificates of the insurance required by this
Section 9.1. Such policies of insurance shall be renewed and duplicate copies of
the new certificates shall be deposited with Landlord at least forty-five (45)
days prior to the expiration of the old policies.

         SECTION 9.2. POLICIES. All insurance policies shall be written with
insurance companies and shall be in form satisfactory to Landlord. All insurance
policies shall name Landlord as an additional insured and loss payee as its
interest may appear and shall provide that they may not be terminated or
modified in any way which would

                                       7

<PAGE>

materially decrease the protection afforded Landlord under this Lease without
thirty (30) days' advance written notice to Landlord. All policies shall also
contain an endorsement that Landlord, although named as an additional insured,
shall nevertheless be entitled to recover for damages caused by the negligence
of Tenant. The minimum limits of insurance specified in this section shall in no
way limit or diminish Tenant's liability under this Lease. Tenant shall furnish
to Landlord, not less than fifteen (15) days prior to the date such insurance is
first required to be carried by Tenant, and thereafter at least fifteen (15)
days prior to the expiration of each such policy, true and correct photocopies
of all insurance policies required under this section, together with any
amendments and endorsements to such policies, certificates of insurance, and
such other evidence of coverages as Landlord may reasonably request, and
evidence of payment of all premiums and other expenses owed in connection
therewith. Upon Tenant's default in obtaining or delivering the policy for any
such insurance or Tenant's failure to pay the charges therefor, Landlord may, at
its option, on or after the tenth (10th) day after written notice thereof is
given to Tenant, procure or pay the charges for any such policy or policies and
the total cost and expense (including attorneys' fees) thereof shall be
immediately paid by Tenant to Landlord as additional rent upon receipt of a bill
therefor. Any minimum amount of coverage specified above shall be subject to
increase at any time, and from time to time, after commencement of the third
full year of the term of this Lease, if Landlord shall reasonably deem same to
be necessary for adequate protection. Within thirty (30) days after demand by
Landlord that the minimum amount of any coverage be so increased, Tenant shall
furnish Landlord with evidence of Tenant's compliance with such demand.

         SECTION 9.3. ADJUSTMENT. So long as this Lease remains in effect, the
proceeds of any such insurance which are received by Tenant shall be used by
Tenant to repair or replace the property so insured.

         SECTION 9.4. SUBROGATION. Landlord and Tenant agree to have all fire
and extended coverage and material damage insurance which may be carried by
either of them endorsed with a clause providing that any release from liability
of or waiver of claim for recovery from the other party or any of the parties
named in Section 9.2 above entered into in writing by the insured thereunder
prior to any loss or damage shall not affect the validity of said policy or the
right of the insured to recover thereunder, and providing further that the
insurer waives all rights of subrogation which such insurer might have against
the other party or any of the parties named in Section 9.2 above. Without
limiting any release or waiver of liability or recovery contained in any other
Section of this Lease but rather in confirmation and furtherance thereof,
Landlord and any beneficiaries of Landlord waive all claims for recovery from
Tenant, and Tenant waives all claims for recovery from Landlord, any
beneficiaries of Landlord and the managing agent for the Project and their
respective agents, partners and employees, for any loss or damage to any of its
property insured under valid and collectible insurance policies to the extent of
any recovery collectible under such insurance policies. Notwithstanding the
foregoing or anything contained in this Lease to the contrary, any release or
any waiver of claims shall not be operative, nor shall the foregoing
endorsements be required, in any case where the effect of such release or waiver
is to invalidate insurance coverage or invalidate the right of the insured to
recover thereunder or increase the cost thereof (provided that in the case of
increased cost the other party shall have the right, within ten (10) days
following written notice, to pay such increased cost, thereby keeping such
release or waiver in full force and effect).

                                   ARTICLE X.

                              DAMAGE OR DESTRUCTION

         SECTION 10.1. TOTAL DEMISE. In the event (a) the Premises are made
untenantable by fire or other casualty and Landlord shall decide not to restore
or repair same, or (b) the Building is so damaged by fire or other casualty that
Landlord shall decide to demolish or not rebuild the same, then, in any of such
events, Landlord shall have the right to terminate this Lease by notice to
Tenant given within ninety (90) days after the date of such fire or other
casualty and the Rent shall be apportioned on a per diem basis and paid to the
date of such fire or other casualty. In the event the Premises are made
untenantable by fire or other casualty and Landlord shall decide to rebuild and
restore the same, this Lease shall not terminate and Landlord shall repair and
restore the Premises at Landlord's expense and with due diligence, subject,
however to (1) reasonable delays for insurance adjustments and (ii) delays
caused by forced beyond Landlord's control, and Rent shall abate on a per diem
basis during the period of reconstruction and repair.

         SECTION 10.2. PARTIAL DEMISE. In the event the Premises are partially
damaged by fire or other casualty but are not made wholly untenantable, then
Landlord shall, except during the last year of the Term hereof, proceed

                                       8

<PAGE>

with all due diligence to repair and restore the Premises, subject, however, to
(i) reasonable delays for insurance adjustments, and (ii) delays caused by
forced beyond Landlord's control. In such event, Rent shall abate in proportion
to the non-useability of the Premises during the period while repairs are in
progress unless such partial damages are due to the fault or neglect of Tenant.
If the partial damage is the result of the fault or neglect of Tenant, Rent
shall not abate during said period. If the Premises are made partially
untenantable as aforesaid during the last year of the Term hereof, Landlord
shall have the right to terminate this Lease as of the date of fire or other
casualty upon thirty (30) days prior notice to Tenant, in which event, Rent
shall be apportioned on a per diem basis and paid to the date of such fire or
other casualty.

                                   ARTICLE XI.

                                      LIENS

         SECTION 11.1. LIEN CLAIMS. Tenant shall not do any act which shall in
any way encumber the title of Landlord in and to the Premises or the Building,
nor shall any interest or estate of Landlord in the Premises or the Building be
in any way subject to any claim by way of lien or encumbrance, whether by
operation of law or by virtue of any express or implied contract by Tenant, and
any claim to or lien upon the Premises or the Building arising from any act or
omission of Tenant shall accrue only against the leasehold estate of Tenant and
shall in all respects be subject and subordinate to the paramount title and
rights of Landlord in and to the Premises or the Building. Tenant will not
permit the Premises or the Building to become subject to any mechanics',
laborers' or materialmen's lien on account of labor or material furnished to
Tenant or claimed to have been furnished to Tenant in connection with work of
any character performed or claimed to have been performed on the Premises by or
at the direction of sufferance of Tenant; provided, however that Tenant shall
have the right to contest in good faith and with reasonable diligence, the
validity of any such lien or claimed lien if Tenant shall first give to Landlord
an amount equal to one hundred fifty (150%) percent of the amount of the lien or
claimed lien which, together with interest earned thereon, shall be held by
Landlord as security to insure payment thereof and to prevent any sale,
foreclosure or forfeiture of the Premises by reason of non-payment thereof. The
amount so deposited with Landlord shall be held by Landlord in an account
established at a federally insured banking institution until satisfactory
removal of said lien or claim of lien. On any final determination of the lien or
claim for lien, Tenant will immediately pay any judgment rendered, with all
proper costs and charges, and will, at its own expense, have the lien released
and any judgment satisfied. Should Tenant fail to diligently contest and pursue
such lien contest, Landlord may, at its option, use the sums so deposited to
discharge any such lien upon the renewal of such lien or encumbrance Landlord
shall pay all such sums remaining on deposit to Tenant.

         SECTION 11.2. LANDLORD'S RIGHT TO CURE. If Tenant shall fail to contest
the validity of any lien or claimed lien or fail to give security to Landlord to
insure payment thereof, or shall fall to prosecute such contest with diligence,
or shall fail to have the same released and satisfy any judgment rendered
thereon, then Landlord may, at its election (but shall not be so required)
remove or discharge such lien or claim for lien (with the right, in its
discretion, to settle or compromise the same), and any amounts advanced by
Landlord, including reasonable attorneys' fees, for such purposes shall be so
much additional rent due from Tenant to Landlord at the next rent date after any
such payment, with interest thereon at the Lease Interest Rate from the date so
advanced.

                                  ARTICLE XII.

                               TENANT ALTERATIONS

         SECTION 12.1. ALTERATIONS. Tenant shall not at any time during the Term
of this Lease make any openings in the roof or exterior walls of the Building or
make any Tenant alteration, addition or improvement to the Premises
(collectively "Alterations") or any portion thereof without in each instance,
the prior written consent of Landlord; provided, however, upon notice to, but
without the consent of Landlord, Tenant shall have the right to make any
Alterations where same are non-structural, do not require openings on the roof
or exterior walls of the Improvements, do not affect any Building system, and do
not exceed TEN THOUSAND AND NO/100 ($10,000.00) DOLLARS in the aggregate in any
twelve (12) month period. Landlord shall not unreasonably withhold or delay its
consent to other Alterations made by Tenant. No Alteration to the Premises for
which Landlord's consent is required shall be commenced by Tenant until Tenant
has furnished Landlord with a satisfactory certificate or certificates from an
insurance company acceptable to Landlord, evidencing workmen's compensation
coverage, and insurance

                                       9

<PAGE>

coverage in amounts satisfactory to Landlord and protecting Landlord against
public liability and property damage to any person or property, on or off the
Premises, arising out of and during the making of such alterations, additions or
improvements. Any Alteration by Tenant hereunder shall be done in a good and
workmanlike manner in compliance with any applicable governmental law, statute,
ordinance or regulation. Upon completion of any Alteration by Tenant hereunder,
Tenant shall furnish Landlord with a copy of the "as built" plans covering such
construction. Tenant, at its sole cost and expense, will make all Alterations on
the Premises which may be necessary by the act or neglect of any other person or
corporation (public or private), except Landlord, its agents, employees or
contractors. Before commencing any Alterations: (a) plans and specifications
therefor, prepared by a licensed architect, shall be submitted to and approved
by Landlord (such approval shall not be unreasonably withheld or delayed); (b)
Tenant shall furnish to Landlord an estimate of the cost of the proposed work,
certified by the architect who prepared such plans and specifications; (c) all
contracts for any proposed work shall be submitted to and approved by Landlord;
and (d) Tenant shall either furnish to Landlord a bond in form and substance
satisfactory to Landlord, or such other security reasonably satisfactory to
Landlord to insure payment for the completion of all work free and clear of
liens. Tenant further agrees that all contractors engaging in any construction
activity by and for the benefit of Tenant for which Landlord's consent shall be
required shall obtain comprehensive/commercial general liability, worker's
compensation and such other liability insurance in such amounts as may be
reasonably required by Landlord naming the Landlord as an additional insured and
providing liability coverage during all phases of construction including,
without limitation: (a) contractor's and owners protection; (b) blanket
contractual liability coverage; (c) broad form property damage insurance; (d)
statutory worker's compensation coverage and employer's liability coverage; (e)
coverage under the structural work act of the State of Illinois; and (f)
environmental liability, if applicable. Before commencing any Alteration, Tenant
shall provide Landlord with a written certification that the Alteration does not
have any environmental impact on the Premises. Prior to the commencement of any
construction activity for which Landlord's consent shall be required,
certificates of such insurance coverages (and original policies with respect to
environmental liability insurance) shall be provided to Landlord and renewal
certificates shall be delivered to Landlord prior to the expiration date of the
respective policies.

         SECTION 12.2. OWNERSHIP OF ALTERATIONS. All Alterations (except
Tenant's Equipment, as defined in Section 19.2 hereof), put in at the expense of
Tenant shall become the property of Landlord and shall remain upon and be
surrendered with the Premises as a part thereof at the termination of this
Lease, or at Landlord's option, provided Landlord shall have advised Tenant in
writing at the time of its consent to said Alteration is sought that same must
be removed and restored to its original condition.

         SECTION 12.3. SIGNS. Tenant shall not place any signs on any part of
the Building without the prior written consent of Landlord. Landlord's consent
to signs identifying Tenant's business shall not be unreasonably withheld.
Notwithstanding any of the immediately foregoing provisions of this Section
12.3, upon notice to, but without the consent of Landlord, Tenant may place a
monument sign adjacent to the Premises, provided (i) the installation and
dimensions of said sign is in strict accordance with applicable law and
ordinances, (ii) Tenant continually maintains said sign in a first class manner
and (iii) Tenant, at Tenant's sole cost and expense, removes said sign at the
expiration of the Term and restores the area in which said sign is placed to its
condition prior to the installation of said sign.

         SECTION 12.4. TENANT INDEMNITY. Tenant hereby agrees to indemnify and
hold the Landlord, its beneficiaries, shareholders, partners or members and
their respective agents and employees harmless from any and all liabilities of
every kind and description which may arise out of or be connected in any way
with said Alterations.* Any mechanic's lien filed against the Premises for work
claimed to have been furnished to Tenant shall be discharged of record by Tenant
within ten (10) days thereafter, at Tenant's expense. Upon completing any
Alterations, Tenant shall furnish Landlord with contractors' affidavits and full
and final waivers of lien and receipted bills covering all labor and materials
expended and used. All Alterations shall comply with all insurance requirements
and with all ordinances and regulations of any pertinent governmental authority.
All alterations and additions shall be constructed in a good and workmanlike
manner and only good grades of materials shall be used.

------------------
         *Except when caused by the acts and omissions of Landlord, it's
Employees, Agents, and Contractors.

                                       10

<PAGE>

         SECTION 12.5. ENVIRONMENTAL IMPACT. Notwithstanding any other term,
covenant or condition contained in this Lease, in the event that any Alteration
has any environmental impact on the Premises, Landlord may deny the Tenant the
right to proceed in Landlord's sole and absolute discretion.

                                  ARTICLE XIII.

                                  CONDEMNATION

         SECTION 13.1. TAKING: LEASE TO TERMINATE. If a portion of the Building
or the Premises shall be lawfully taken or condemned for any public or
quasi-public use or purpose, or conveyed under threat of such condemnation and
as a result thereof the Premises cannot be used for the same purpose and with
the same utility as before such taking or conveyance, the Term of this Lease
shall end upon, and not before, the date of the taking of possession by the
condemning authority, and without apportionment of the award. Tenant hereby
assigns to Landlord, Tenant's interest in such award, if any. Tenant shall be
entitled to seek a separate award for the reimbursement of Tenant's costs and
expenses incurred in relocating and removing equipment and products from the
Premises provided such award does not in any way affect or diminish the award
payable to Landlord. Current Rent shall be apportioned as of the date of such
termination. If any part of the Building shall be so taken or condemned, or if
the grade of any street or alley adjacent to the Building is changed by any
competent authority and such taking or change of grade makes it necessary or
desirable to demolish, substantially remodel, or restore the Building, the
Landlord shall have the right to cancel this Lease upon not less than ninety
(90) days' prior notice to the date of cancellation designed in the notice.

         SECTION 13.2. TAKING: LEASE TO CONTINUE. In the event only a part of
the Premises shall be taken as a result of the exercise of the power of eminent
domain or condemned for a public or quasi-public use or purpose by any competent
authority or sold to the condemning authority under threat of condemnation, and
as a result thereof the balance of the Premises can be used for the same purpose
as before such taking, sale or condemnation, this Lease shall not terminate and
Landlord, at its sole cost and expense, shall promptly repair and restore the
Premises, subject to extension due to delay because of changes, deletion or
additions, acts of Tenant, strikes, lockouts, casualties, acts of God, war, fuel
or energy shortages, material or labor shortages, governmental regulation or
control, severe weather conditions or other causes beyond the actual control of
Landlord and Landlord's receipt of insurance proceeds. Any Award paid as a
consequence of such taking, sale, or condemnation, shall be paid to Landlord.
Any sums not so disbursed shall be retained by Landlord. Tenant shall be
entitled to seek a separate award for the reimbursement of Tenant's costs and
expenses incurred in relocating and removing equipment and products from the
Premises provided such award does not in any way affect or diminish the award
payable to Landlord. Current Rent shall be apportioned as of the date of such
termination.

                                  ARTICLE XIV.

                         ASSIGNMENT-SUBLETTING BY TENANT

         SECTION 14.1. NO ASSIGNMENT, SUBLETTING OR OTHER TRANSFER. Tenant shall
not assign this Lease or any interest hereunder, nor shall Tenant sublet or
permit the use or occupancy of the Premises or any part thereof by anyone other
than Tenant, without the express prior written consent of Landlord. No
assignment or subletting shall relieve Tenant of its obligations hereunder, and
Tenant shall continue to be liable as a principal and not as a guarantor or
surety, to the same extent as though no assignment or sublease had been made,
unless specifically provided to the contrary in Landlord's consent. Consent by
Landlord pursuant to this Article shall not be deemed, construed or held to be
consent to any additional assignment or subletting, but each successive act
shall require similar consent of Landlord. Landlord shall be reimbursed by
Tenant for any costs or expenses incurred pursuant to any request by Tenant for
consent to any such assignment or subletting. In the consideration of the
granting or denying of consent, Landlord may, at its option, take into
consideration: (i) the business reputation and credit worthiness of the proposed
subtenant or assignee; (ii) any required alteration of the Premises; (iii) the
intended use of the Premises by the proposed subtenant or assignee; and (iv) any
other factors which Landlord shall deem relevant.

                                       11

<PAGE>

         SECTION 14.2. OPERATION OF LAW. Tenant shall not allow or permit any
transfer of this Lease, or any interest hereunder, by operation of law, or
convey, mortgage, pledge or encumber this Lease or any interest hereunder.

         SECTION 14.3. EXCESS RENTAL. If Tenant shall, with Landlord's prior
consent as herein required, sublet the Premises, an amount equal to fifty (50%)
percent of the rental in excess of the base rent and any additional rent herein
provided to be paid shall be for benefit of Landlord and shall be paid to
Landlord promptly when due under any such subletting as additional rent due
hereunder.

         SECTION 14.4. MERGER OR CONSOLIDATION. If Tenant is a corporation whose
stock is not publicly traded, any transaction or series of transactions
(including, without limitation, any dissolution, merger, consolidation or other
reorganization of Tenant, or any issuance, sale, gift, transfer or redemption of
any capital stock of Tenant, whether voluntary, involuntary or by operation of
law, or any combination of any of the foregoing transactions) resulting in the
transfer of control of Tenant, other than by reason of death, shall be deemed to
be a voluntary assignment of this Lease by Tenant subject to the provisions of
this Section 14. If Tenant is a partnership, any transaction or series of
transactions (including without limitation any withdrawal or admittance of a
partner or a change in any partner's interest in Tenant, whether voluntary,
involuntary or by operation of law, or any combination of any of the foregoing
transactions) resulting in the transfer of control of Tenant, other than by
reason of death, shall be deemed to be a voluntary assignment of this Lease by
Tenant subject to the provisions of this assignment of this Lease by Tenant
subject to the provisions of this Section 14. The term "control" as used in this
Section 14 means the power to directly or indirectly direct or cause the
direction of the management or policies of Tenant. If Tenant is a corporation, a
change or series of changes in ownership of stock which would result in direct
or indirect change in ownership by the stockholders or an affiliated group of
stockholders of less than fifty (50%) percent of the outstanding stock as of the
date of the execution and delivery of this Lease shall not be considered a
change of control. Notwithstanding the immediately foregoing, Tenant may, upon
notice to, but without Landlord's consent, assign this Lease to any corporation
resulting from a merger or consolidation of Tenant, provided that the
total-assets and the total net worth of such assignee after such consolidation
or merger shall be in excess of the greater of (i) the net worth of Tenant
immediately prior to such consolidation or merger, or (ii) the net worth of
Tenant as of the date hereof, determined by generally accepted accounting
principles and provided that Tenant is not at such time in default hereunder,
and provided further that such successor shall execute an instrument in writing,
acceptable to Landlord in its reasonable discretion, fully assuming all of the
obligations and liabilities imposed upon Tenant hereunder and deliver the same
to Landlord. Tenant shall provide in its notice to Landlord such information as
may be reasonably required by Landlord to determine that the requirements of
this Section 14.4 have been satisfied. As used in this Section 14.4, the term
"control" means possession of the power to vote not less than a majority
interest of any class of voting securities and partnership or limited liability
company interests or to direct or cause the direction of the management or
policies of a corporation, or partnership or limited liability company through
the ownership of voting securities, partnership interests or limited liability
company interests, respectively.

         SECTION 14.5. UNPERMITTED TRANSACTION. Any assignment, subletting, use,
occupancy, transfer or encumbrance of this Lease or the Premises without
Landlord's prior written consent shall be of no effect and shall, at the option
of Landlord, constitute a default under this Lease.

                                   ARTICLE XV.

                                ANNUAL STATEMENTS

         SECTION 15.1. ANNUAL STATEMENTS. Tenant agrees to furnish Landlord
annually, within ninety (90) days of the end of such fiscal year with A copy of
its annual audited statements, together with applicable footnotes and any other
financial information reasonably requested by Landlord (hereinafter collectively
referred to as, the "Financial Information") and agrees that Landlord may
deliver such Financial Information to any mortgagee, prospective mortgagee or
prospective purchaser of the Premises.

                                       12

<PAGE>

                                  ARTICLE XVI.

                            INDEMNITY FOR LITIGATION

         SECTION 16.1. INDEMNITY FOR LITIGATION. Tenant agrees to pay, and to
indemnify and defend Landlord against, all costs and expenses (including
reasonable attorney's fees) incurred by or imposed upon Landlord by or in
connection with any litigation to which Landlord becomes or is made a party
without fault on its part, whether commenced by or against Tenant, or any other
person or entity or that may be incurred by Landlord in enforcing any of the
covenants and agreements of this Lease with or without the institution of any
action or proceeding relating to the Premises or this Lease, or in obtaining
possession of the Premises after an Event of Default hereunder or upon
expiration or earlier termination of this Lease. The foregoing notwithstanding,
Tenant's responsibility under this Section 16.1 to pay Landlord's costs and
expenses (including reasonable attorneys fees) shall not extend to such costs
and expenses incurred in defending an action brought by Tenant to enforce the
terms of this Lease in which there is a court determination that Landlord failed
to perform its obligations under this Lease. The provisions of this Section 16.1
shall survive the expiration or earlier termination of this Lease.
Notwithstanding the foregoing, Tenant shall not be liable for costs and expenses
attributable to the negligence of Landlord, its employees, agents or
contractors.

                                  ARTICLE XVII.

                              ESTOPPEL CERTIFICATES

         SECTION 17.1. ESTOPPEL CERTIFICATE. Tenant agrees that on the
Commencement Date and at any time and from time to time thereafter, upon not
less than ten (10) days' prior written request by Landlord, it will execute,
acknowledge and deliver to Landlord, or Landlord's mortgagee to the extent
factually accurate, a statement in writing in the form of Exhibit "C" attached
hereto and by this reference incorporated herein; provided, however, Tenant
agrees to certify to any prospective purchaser or mortgagee any other reasonable
information specifically requested by such prospective purchaser or mortgagee.

                                 ARTICLE XVIII.

                             INSPECTION OF PREMISES

         SECTION 18.1. INSPECTIONS. Tenant agrees to permit Landlord and any
authorized representatives of Landlord, to enter the Premises at all reasonable
times on reasonable advance notice, except in the case of emergency, for the
purpose of inspecting the same. Any such inspections shall be solely for
Landlord's purposes and may not be relied upon by Tenant or any other person.

         SECTION 18.2. SIGNS. Tenant agrees to permit Landlord and any
authorized representative of Landlord to enter the Premises at all reasonable
times during business hours on reasonable advance notice to exhibit the same for
the purpose of sale, mortgage or lease, and during the final six (6) months of
the Term hereof or any extension thereof, Landlord may display on the Premises
customary "For Sale" or "For Rent" signs.

                                  ARTICLE XIX.

                                    FIXTURES

         SECTION 19.1. BUILDING FIXTURES. All improvements and all plumbing,
heating, lighting, electrical and air-conditioning fixtures and equipment, and
other articles of personal property used in the operation of the Premises (as
distinguished from operations incident to the business of Tenant), whether or
not attached or affixed to the Premises (hereinafter referred to as "Building
Fixtures"), shall be and remain a part of the Premises and shall constitute the
property of Landlord.

                                       13

<PAGE>

         SECTION 19.2. TENANT'S EQUIPMENT. All of Tenant's trade fixtures and
all personal property, fixtures, apparatus, machinery and equipment now or
hereafter located upon the Premises, other than Building Fixtures, as shall be
and remain the personal property of Tenant, and the same are herein referred to
as "Tenant's Equipment."

         SECTION 19.3. REMOVAL OF TENANT'S EQUIPMENT. Tenant's Equipment maybe
removed from time to time by Tenant; provided, however, that if such removal
shall injure or damage the Premises, Tenant shall repair the damage and place
the Premises in the same condition as it would have been if such Tenant's
Equipment had not been installed.

                                   ARTICLE XX.

                                     DEFAULT

         SECTION 20.1. EVENTS OF DEFAULT. Tenant agrees that any one or more of
the following events shall be considered "Events of Default" as said term is
used herein:

                           (a)      If an order, judgment or decree shall be
         entered by any court adjudicating Tenant a bankrupt or insolvent, or
         approving a petition seeking reorganization of Tenant or appointing a
         receiver, trustee or liquidator of Tenant, or of all or a substantial
         part of its assets, and such order, judgment or decree shall continue
         unstayed and in effect for any period of sixty (60) days; or

                           (b)      Tenant shall file an answer admitting the
         material allegations of a petition filed against Tenant in any
         bankruptcy, reorganization or insolvency proceeding or under any laws
         relating to the relief of debtors, readjustment or indebtedness,
         reorganization, arrangements, composition or extension; or

                           (c)      Tenant shall make any assignment for the
         benefit of creditors or shall apply for or consent to the appointment
         of a receiver, trustee or liquidator of Tenant, or any of the assets of
         Tenant; or

                           (d)      Tenant shall file a voluntary petition in
         bankruptcy, or shall admit in writing its inability to pay its debts as
         they come due, or shall file a petition or an answer seeking
         reorganization or arrangement with creditors or take advantage of any
         insolvency law; or

                           (e)      A decree or order appointing a receiver of
         the property of Tenant shall be made and such decree or order shall not
         have been vacated within sixty (60) days from the date of entry or
         granting thereof; or

                           (f)      Tenant shall vacate the Premises or abandon
         same during the Term hereof; or

                           (g)      Tenant shall default in making any payment
         of Rent or other payment required to be made by Tenant hereunder when
         due as herein provided; or

                           (h)      Tenant shall be in default in the
         performance of or compliance with any of the agreements, terms,
         covenants or conditions in this Lease other than those referred to in
         the foregoing subparagraphs (a) through (g) of this Section for a
         period of twenty (20) days after notice from Landlord to Tenant
         specifying the items in default, or in the case of a default which
         cannot, with due diligence, be cured within said twenty (20) day
         period, Tenant fails to proceed within said twenty (20) day period to
         cure the same and thereafter to prosecute the curing of such default
         with due diligence (it being intended in connection with a default not
         susceptible of being cured with due diligence within said twenty (20)
         day period that the time of Tenant within which to cure the same shall
         be extended for such period as may be necessary to complete the same
         with all due diligence).

         Upon the occurrence of any one or more of such Events of Default,
Landlord may at its election terminate this Lease or terminate Tenant's right to
possession only, without terminating this Lease. Upon termination of this Lease
or of Tenant's right to possession, Tenant shall immediately surrender
possession and vacate the Premises, and

                                       14

<PAGE>

deliver possession thereof to Landlord, and Landlord or Landlord's agents may
immediately or any time thereafter without notice, re-enter the Premises and
remove all persons and all or any property therefrom, either by any suitable
action or proceeding at law or equity, without being liable in indictment,
prosecution or damages, therefor, and repossess and enjoy the Premises, together
with the right to receive all income of, and from, the Premises.

         Upon termination of this Lease, Landlord shall be entitled to recover
as liquidated damages, because the parties hereto recognize that as of the date
hereof actual damages are not ascertainable and are of imprecise calculation and
not as a penalty, all Rent and other sums due and payable by Tenant through the
date of termination plus (i) an amount equal to sixty (60%) percent of the Rent
and other sums provided herein to be paid by Tenant for the residue of the Term,
less any Rent actually received by Landlord from any reletting of the Premises
prior to such termination, and (ii) the costs of performing any other covenants
to be performed by Tenant.

         If Landlord elects to terminate Tenant's right to possession only,
without terminating this Lease, Landlord may, at Landlord's option, enter into
the Premises, remove Tenant's signs and other evidences of tenancy, and take and
hold possession thereof as hereinabove provided, without such entry and
possession terminating this Lease or releasing Tenant, in whole or in part, from
Tenant's obligations to pay the Rent hereunder for the full Term or from any
other obligations of Tenant under this Lease. Landlord shall use commercially
reasonably efforts to relet all or any part of the Premises for such rent and
upon terms as are commercially reasonable (including the right to relet the
Premises for a term greater or lesser than that remaining of the Term of
premises and the right to relet the Premises as a part of a larger area, the
right to change the character or use made of the Premises and the right to grant
concessions of free rent). For the purpose of such reletting, Landlord may
decorate or make any repairs, changes, alterations, or additions in or to the
Premises that may be necessary or desirable. If Landlord is unable to relet the
Premises after using such commercially reasonably efforts to do so, Landlord
shall have the right to terminate this Lease, in which event, Tenant shall pay
to Landlord liquidated damages (because the parties hereto recognize that as of
the date hereof actual damages are not ascertainable and are of imprecise
calculation and not as a penalty) equal to sixty (60%) percent of the Rent, and
other sums provided herein to be paid by Tenant for the remainder of the Term.
If the Premises are relet and sufficient sums shall not be realized from such
reletting after payment of all expenses of such decorations, repairs, changes,
alterations, additions and the expenses of repossession and such reletting, and
the collection of the Rent herein provided and other payments required to be
made by Tenant under the provisions of this Lease for the remainder of the Term
of this Lease then, in such event, Tenant shall pay to Landlord on demand any
such deficiency and Tenant agrees that Landlord may file suit to recover any
sums falling due under the terms of this Section from time to time, and all
costs and expenses of Landlord, including attorneys' fees, incurred in
connection with any such suit shall be paid by Tenant.

         SECTION 20.2. WAIVERS. Tenant hereby expressly waives, so far as
permitted by law, the service of any notice of intention to re-enter provided
for in any statute, and except as is herein otherwise provided Tenant for and on
behalf of itself and all persons claiming through or under Tenant, also waives
any and all rights of redemption or re-entry or repossession in case Tenant
shall be dispossessed by a judgment or by warrant of any court or judge or in
case of re-entry or repossession by Landlord or in case of any expiration or
termination of this Lease. The terms "enter," "re-enter," "entry" or "re-entry"
as used in this Lease are not restricted to their technical legal meanings.

         SECTION 20.3. BANKRUPTCY. If Landlord shall not be permitted to
terminate this Lease, as provided in this Article XX because of the provisions
of the United States Code relating to Bankruptcy, as amended (hereinafter
referred to as the "Bankruptcy Code"), then Tenant as a debtor-in-possession or
any trustee for Tenant agrees promptly, within no more than sixty (60) days
after the filing of the bankruptcy petition, to assume or reject this Lease. In
such event, Tenant or any trustee for Tenant may only assume this Lease if: (a)
it cures or provides adequate assurances that the trustee will promptly cure any
default hereunder, (b) compensates or provides adequate assurance that Tenant
will promptly compensate Landlord of any actual pecuniary loss to Landlord
resulting from Tenant's default; and (c) provides adequate assurance of
performance during the fully stated term hereof of all of the terms, covenants,
and provisions of this Lease to be performed by Tenant. In no event after the
assumption of this Lease shall any then-existing default remain uncured for a
period in excess of the earlier of ten (10) days or the time period set forth
herein. Adequate assurance of performance of this Lease, as set forth
hereinabove, shall include, without limitation, adequate assurance: (1) of the
source of rent reserved hereunder, and (ii) that the assumption of this Lease
will not breach any provision hereunder.

                                       15

<PAGE>

         If Tenant assumes this Lease and proposes to assign the same pursuant
to the provisions of the Bankruptcy Code to any person or entity who shall have
made a bona fide offer to accept an assignment of this Lease on terms acceptable
to Tenant, then notice of such proposed assignment, setting forth: (i) the name
and address of such person; (ii) all of the terms and conditions of such offer,
and (iii) the adequate assurance to be provided Landlord to assure such person's
future performance under the Lease, including, without limitation, the assurance
referred to in section 365(b)(3) of the Bankruptcy Code, shall be given to
Landlord by the Tenant no later than twenty (20) days after receipt by the
Tenant but in any event no later than ten (10) days prior to the date that the
Tenant shall make application to a court of competent jurisdiction for authority
and approval to enter into such assignment and assumption, and Landlord shall
thereupon have the prior right and option, to be exercised by notice to the
Tenant given at any time prior to the effective date of such proposed
assignment, to accept an assignment of this Lease upon the same terms and
conditions and for the same consideration, if any, as the bona fide offer made
by such person, less any brokerage commissions which may be payable out of the
consideration to be paid by such person for the assignment of this Lease.

         If this Lease is assigned to any person or entity pursuant to the
provisions of the Bankruptcy Code any and all monies or other considerations
payable or otherwise to be delivered to Landlord, shall be and remain the
exclusive property of Landlord and shall not constitute property of Tenant or of
the estate of the Tenant within the meaning of the Bankruptcy Code. Any and all
monies or other considerations constituting the Landlord's property under the
preceding sentence not paid or delivered to the Landlord shall be held in trust
for the benefit of Landlord and shall be promptly paid to the Landlord.

         Any person or entity to which this Lease is assigned pursuant to the
provisions of the Bankruptcy Code shall be conclusively deemed without further
act or deed to have assumed all of the obligations arising under this Lease on
and after the date of such assignment. Any such assignee shall upon demand
execute and deliver to Landlord an instrument confirming such assumption. Any
such assignee shall be permitted to use the Leased Premises only for the Use.

         Nothing contained in this section shall, in any way, constitute a
waiver of the provisions of Article XV of this Lease relating to alienation.
Tenant shall not, by virtue of this section, have any further rights relating to
assignment other than those granted in the Bankruptcy Code. Notwithstanding
anything in this Lease to the contrary, all amounts payable by Tenant to or on
behalf of Landlord under this Lease, whether or not expressly denominated as
rent, shall constitute rent for the purpose of Section 501(b)(6) or any
successive section of the Bankruptcy Code.

                                  ARTICLE XXI.

                  LANDLORD'S PERFORMANCE OF TENANT'S COVENANTS

         SECTION 21.1. LANDLORD'S PERFORMANCE OF TENANT'S COVENANTS. Should
Tenant at any time fail to do any act or make any payment required to be done or
made by it under the provisions of this Lease, Landlord, at its option, may (but
shall not be required to) do the same or cause the same to be done, and the
amounts paid and expenses incurred by Landlord in connection therewith shall be
so much Additional Rent duo on the next rent date after such payment, together
with interest at the Lease Interest Rate from the date of payment.

                                  ARTICLE XXII.

                              EXERCISE OF REMEDIES

         SECTION 22.1. CUMULATIVE REMEDIES. No remedy, contained herein or
otherwise conferred upon or reserved to Landlord, shall be considered exclusive
of any other remedy, but the same shall be cumulative and shall be in addition
to every other remedy given herein, now or hereafter existing at law or in
equity or by statute, and every power and remedy given by this Lease to Landlord
may be exercised from time to time and as often as occasion may arise or as may
be deemed expedient. No delay or omission of Landlord to exercise any right or
power arising from any default shall impair any such right or power or shall be
construed to be a waiver of any such default or an acquiescence therein.

                                       16

<PAGE>

         SECTION 22.2. NO WAIVER. No waiver of any breach of any of the
covenants of this Lease shall be construed, taken or held to be a waiver of any
other breach, or a waiver, acquiescence in or consent to any further or
succeeding breach of the same covenant. The acceptance by Landlord of any
payment of Rent or other sums payable hereunder after the termination by
Landlord of this Lease or of Tenant's right to possession hereunder shall not,
in the absence of agreement in writing to the contrary by Landlord, be deemed to
restore this Lease or Tenant's right to possession hereunder, as the case may
be, but shall be construed as a payment on account and not in satisfaction of
damages due from Tenant to Landlord. Receipt of Rent by Landlord, with knowledge
of any breach of this Lease by Tenant or of any default by Tenant in the
observance or performance of any of the conditions or covenants of this Lease,
shall not be deemed to be a waiver of any provision of this Lease.

         SECTION 22.3. EQUITABLE RELIEF. In the event of any breach or
threatened breach by Tenant of any of the agreements, terms, covenants or
conditions contained in this Lease, Landlord shall be entitled to enjoin such
breach or threatened breach and shall have the right to invoke any right and
remedy allowed at law or in equity or by statute or otherwise as though
re-entry, summary proceedings, and other remedies were not provided for in this
Lease.

                                 ARTICLE XXIII.

                           SUBORDINATION TO MORTGAGES,

         SECTION 23.1. SUBORDINATION. Landlord may execute and deliver a
mortgage or trust deed in the nature of a mortgage (both sometimes referred to
as "Mortgage") against the Premises or any portion thereof. This Lease and the
rights of Tenant hereunder, shall automatically, and without the requirement of
the execution of any further documents, be and are hereby made expressly subject
and subordinate at all times to the lien of any Mortgage now or hereafter
encumbering any portion of the Improvements, and to all advances made or
hereafter to be made upon the security thereof. Notwithstanding the foregoing,
Tenant agrees to execute and deliver such instruments subordinating this Lease
to the lien of any such Mortgage as may be requested in writing by Landlord from
time to time. Notwithstanding anything to the contrary contained herein, any
mortgagee under a Mortgage may, by notice in writing to the Tenant, subordinate
its Mortgage to this Lease.

         SECTION 23.2. MORTGAGE PROTECTION. Tenant agrees to give the holder of
any Mortgage, by registered or certified mail, a copy of any notice of default
served upon the Landlord by Tenant, provided that prior to such notice Tenant
has received notice (by way of service on Tenant of a copy of an assignment of
rents and leases, or otherwise) of the address of such mortgagee and containing
a request therefor. Tenant further agrees that if Landlord shall have failed to
cure such default within the time provided for in this Lease, then said
mortgagee shall have an additional thirty (30) days after receipt of notice
thereof within which to cure such default or, if such default cannot be cured
within that time, then such additional time as may be necessary, if, within such
thirty (30) days, any mortgagee has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings, if necessary to effect such cure). Such
period of time shall be extended by any period within which such mortgagee is
prevented from commencing or pursuing such foreclosure proceedings by reason of
Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to
cure such defaults has expired without cure, Tenant shall have no right to, and
shall not, terminate this Lease on account of default. This Lease may not be
modified or amended so as to reduce the rent or shorten the term, or so as to
adversely affect in any other respect to any material extent the rights of the
Landlord, nor shall this Lease be cancelled or surrendered, without the prior
written consent, in each instance, of the mortgagee.

                                  ARTICLE XXIV.

                              INDEMNITY AND WAIVER

         SECTION 24.1. TENANT'S INDEMNITY. Tenant will protect, indemnify and
save Landlord, its partners, shareholders, employees, officers, directors,
agents and their respective successors and assigns harmless (if Landlord is a
trustee, the term "LANDLORD" for the purposes of this Article XXIV only, shall
include the trustee and all beneficiaries of the trust) from and against all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses (including without limitation, reasonable attorneys' fees and
expenses) imposed upon, incurred by or asserted against Landlord by reason of
(a) any accident, injury to or death of persons or loss of or damage to property
occurring on or about the Premises or any part thereof or the adjoining
properties, sidewalks, curbs, streets

                                       17

<PAGE>

or ways, or resulting from an act or omission of Tenant or anyone claiming by,
through or under Tenant; (b) any failure on the part of Tenant to perform or
comply with any of the terms of this Lease or any other agreements affecting the
Premises; (c) the use, occupation, condition, or operation of the Premises or
any part thereof; or (d) performance of any labor or services or the furnishing
of any materials or other property in respect of the Premises or any part
thereof; provided such liabilities, obligations, claims, damages, penalties,
causes of action, costs and expenses are not the result of the negligence of
Landlord, its employees or agents. In case any action, suit or proceeding is
brought against Landlord by reason of any such occurrence. Tenant will, at
Tenant's sole expense, resist and defend such action, suit or proceeding, or
cause the same to be resisted and defended.

         SECTION 24.2. WAIVER OF CLAIMS. Tenant waives all claims it may have
against Landlord and Landlord's agents for damage or injury to person or
property sustained by Tenant or any persons claiming through Tenant or by any
occupant of the Premises, or by any other person, resulting from any part of the
Premises becoming out of repair, or resulting from any accident on or about the
Premises or resulting directly or indirectly from any act or neglect of any
person, including Landlord to the extent permitted by law.* This Section 24.2.
shall include, but not by way of limitation, damage caused by water, snow,
frost, steam, excessive heat or cold, sewage, gas, odors, or noise, or caused by
bursting or leaking pipes or plumbing fixtures, and shall apply equally whether
any such damage results from the act or neglect of Tenant or of any other
person, including Landlord to the extent permitted by law, and whether such
damage be caused or result from anything or circumstance above mentioned or
referred to, or to any other thing or circumstance whether of a like nature or
of a wholly different nature. All Tenant's Equipment and other personal property
belonging to Tenant or any occupant of the Premises that is in or on any part of
the Premises shall be there at the risk of Tenant or of such other person only,
and Landlord shall not be liable for any damage thereto or for the theft or
misappropriation thereof.

                                  ARTICLE XXV.

                                    SURRENDER

         SECTION 25.1. CONDITION. Upon the termination of this Lease whether by
forfeiture, lapse of time or otherwise, or upon the termination of Tenant's
right to possession of the Premises, Tenant will at once surrender and deliver
up the Premises to Landlord, broom clean, in good order, condition and repair,
reasonable wear and tear excepted. "Broom clean" means free from all debris,
dirt, rubbish, personal property of Tenant, oil, grease, tire tracks or other
substances, inside and outside of the Improvements and on the grounds comprising
the Premises. Any damage caused by removal of Tenant from the Premises,
including any damages caused by removal of tenant's equipment as herein defined,
shall be repaired and paid for by Tenant prior to the expiration of the Term.

         All Alterations temporary or permanent, excluding Tenant's Equipment,
in or upon the Premises placed there by Tenant, shall become Landlord's property
and shall remain upon the Premises upon such termination of this Lease by lapse
of time or otherwise, without compensation or allowance or credit to Tenant,
unless Landlord requests their removal. If Landlord so requests removal of said
additions, hardware, alterations or improvements and Tenant does not make such
removal by the termination of this Lease, or within ten (10) days after such
request, whichever is later, Landlord may remove the same and deliver the same
to any other place of business of Tenant or warehouse same, and Tenant shall pay
the cost of such removal, delivery and warehousing to Landlord on demand.

         SECTION 25.2. REMOVAL OF TENANT'S EQUIPMENT. Upon the termination of
this Lease by lapse of time, or otherwise, Tenant may remove Tenant's Equipment
provided, however, that Tenant shall repair any injury or damage to the Premises
which may result from such removal. If Tenant does not remove Tenant's Equipment
from the Premises prior to the end of the Term, however ended, Landlord may, at
its option, remove the same and deliver the same to any other place of business
of Tenant or warehouse the same, and Tenant shall pay the cost of such removal
(including the repair of any injury or damage to the Premises resulting from
such removal), delivery and warehousing to Landlord on demand, or Landlord may
treat tenant's equipment as having been conveyed to Landlord with this Lease as
a Bill of Sale, without further payment or credit by Landlord to Tenant.

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

         *Excluding acts and omissions of the Landlord, its employees, Agents,
and Contractors.

                                       18

<PAGE>

         SECTION 25.3. HOLDOVER. If Tenant retains possession of the Premises or
any part thereof after the termination of the Term, by lapse of time and
otherwise, then Tenant shall pay to Landlord monthly rent, at double the rate
payable for the month immediately preceding said holding over (including
increases for additional rent which Landlord may reasonably estimate), computed
on a per-month basis, for each month or part thereof (without reduction for any
such partial month) that Tenant thus remains in possession, and in addition
thereto, Tenant shall pay Landlord all damages, consequential as well as direct,
sustained by reason of Tenant's retention of possession. Alternatively, at the
election of Landlord expressed in a written notice to Tenant and not otherwise,
such retention of possession shall constitute a renewal of this Lease for one
(1) year, at a rental equal to one hundred twenty (120) percent of the Rent
during the previous year. The provisions of this paragraph do not exclude the
Landlord's rights of re-entry or any other right hereunder. Any such extension
or renewal shall be subject to all other terms and conditions herein contained.

                                  ARTICLE XXVI.

                           COVENANT OF QUIET ENJOYMENT

         SECTION 26.1. COVENANT OF QUIET ENJOYMENT. Landlord covenants that
Tenant, on paying the Rent and all other charges payable by Tenant hereunder,
and on keeping, observing and performing all the other terms, covenants,
conditions, provisions and agreements herein contained on the part of Tenant to
be kept, observed and performed, all of which obligations of Tenant are
independent of Landlord's obligations hereunder, shall, during the Term,
peaceably and quietly have, hold and enjoy the Premises subject to the terms,
covenants, conditions, provisions and agreement hereof free from hindrance by
Landlord or any person claiming by, through or under Landlord.

                                 ARTICLE XXVII.

                                  NO RECORDING

         SECTION 27.1. NO RECORDING. This Lease shall not be recorded.

                                 ARTICLE XXVIII.

                                     NOTICES

         SECTION 28.1. NOTICES. All notices, consents, approvals to or demands
upon or by Landlord or Tenant desired or required to be given under the
provisions hereof, shall be in writing. Any notices or demands from Landlord to
Tenant shall be deemed to have been duly and sufficiently given if a copy
thereof has been personally served, forwarded by expedited messenger or
recognized overnight courier service with evidence of delivery or mailed by
United States registered or certified mail in an envelope properly stamped and
addressed to Tenant at Tenant's Mailing Address, or at such other address as
Tenant may theretofore have furnished by written notice to Landlord. Any notices
or demands from Tenant to Landlord shall be deemed to have been duly and
sufficiently given if forwarded by expedited messenger or recognized overnight
courier service with evidence of delivery or mailed by United States registered
or certified mail in an envelope properly stamped and addressed to Landlord at
Landlord's Mailing Address, with a copy to Mark S. Richmond, Katz Randall &
Weinberg, 200 North LaSalle Street, Suite 2300, Chicago, Illinois 60601, or at
such other address as Landlord may theretofore have furnished by written notice
to Tenant. The effective date of such notice shall be the date of actual
delivery, except that if delivery is refused, the effective date of notice shall
be the date delivery is refused.

                                  ARTICLE XXIX.

                             COVENANTS RUN WITH LAND

         SECTION 29.1. COVENANTS. All of the covenants, agreements, conditions
and undertakings in this Lease contained shall extend and inure to and be
binding upon the heirs, executors, administrators, successors and assigns of the
respective parties hereto, the same as if they were in every case specifically
named, and shall be construed as

                                       19

<PAGE>

covenants running with the Land, and wherever in this Lease reference is made to
either of the parties hereto, it shall be held to include and apply to, wherever
applicable, the heirs, executors, administrators, successors and assigns of such
party. Nothing herein contained shall be construed to grant or confer upon any
person or persons, firm, corporation or governmental authority, other than the
parties hereto, their heirs, executors, administrators, successors and assigns,
any right, claim or privilege by virtue of any covenant, agreement, condition or
undertaking in this Lease contained.

         SECTION 29.2. RELEASE OF LANDLORD. The term "Landlord" as used in this
Lease, so far as covenants or obligations on the part of Landlord are concerned,
shall be limited to mean and include only the owner or owners at the time in
question of the fee of the Premises, and in the event of any transfer or
transfers of the title to such fee, Landlord herein named (and in the case of
any subsequent transfers or conveyances, the then grantor) shall be
automatically freed and relieved, from and after the date of such transfer or
conveyance, of all personal liability as respects the performance of any
covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed; provided that any funds in the hands of such
Landlord or the then grantor at the time of such transfer, in which Tenant has
an interest, shall be turned over to the grantee, and any amount then due and
payable to Tenant by Landlord or the then grantor under any provisions of this
Lease, shall be paid to Tenant.

                                  ARTICLE XXX.

                              ENVIRONMENTAL MATTERS

         SECTION 30.1. HAZARDOUS MATERIALS. Tenant agrees that it will not use,
handle, generate, treat, store or dispose of, or permit the use, handling,
generation, treatment, storage or disposal of any Hazardous Materials (as
hereinafter defined) in, on, under, around or above the Premises or the Project
now or at any future time in violation of any Environmental Law (as defined
herein below) ordinance or regulation and will indemnify, defend and save
Landlord harmless from any and all actions, proceedings, claims, costs, expenses
and losses of any kind, including, but not limited to, those arising from injury
to any person, including death, damage to or loss of use or value of real or
personal property, and costs of investigation and cleanup or other environmental
remedial work, which may arise in connection with the existence of Hazardous
Materials on the Premises occurring or caused in whole or in part by the acts or
omissions of Tenant, its officers, directors, agents, employees, contractors,
invitees or anyone acting by, through or under Tenant or any of them during the
Term hereof. The term "Hazardous Materials," when used herein, shall include,
but shall not be limited to, any substances, materials or wastes that are
regulated by any local governmental authority, the state where the Premises or
the Project is located, or the United States of America because of toxic,
flammable, explosive, corrosive, reactive, radioactive or other properties that
may be hazardous to human health or the environment, including without
limitation, above or underground storage tanks, flammables, explosives,
radioactive materials, radon, petroleum and petroleum products, asbestos, urea
formaldehyde foam insulation, methane, lead-based paint, polychlorinated
biphenyl compounds, hydrocarbons or like substances and their additives or
constituents, pesticides and toxic or hazardous substances on materials of any
kind, including without limitation, substances now or hereafter defined as
"hazardous substances," "hazardous materials," "toxic substances" or "hazardous
wastes" in the following statutes, as amended: the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601, et
seq., "CERCLA"); the Hazardous Materials Transportation Act (49 U.S.C. Section
1801, et seq., "HMTA"); the Toxic Substances Control Act (15 U.S.C. Section
2601, et seq. "TSCA"); the Resource Conservation and Recovery Act (42 U.S.C.
Section 6901, et seq., "RCRA"); the Clean Air Act (42 U.S.C. Section 7401 et
seq., "CAA"); the Clean Water Act (33 U.S.C. Section 1251, et seq., "CWA"); the
Rivers and Harbors Act, (33 U.S.C. Section 401 et seq., "RHA"); the Emergency
Planning and Community Right-to-Know Act of 1986 (41 U.S.C. 11001 et seq.,
"EPCRA"), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. 136
to 136y, "FIFRA"); the Oil Pollution Act of 1990 (33 U.S.C. 2701 et seq.,
"OPA"); and the Occupational Safety and Health Act (29 U.S.C. 651 et seq.,
"OSHA"); and any so-called "Superlien law"; and in the regulations promulgated
pursuant thereto, and any other applicable federal, state or local law, common
law, code, rule, regulation, order, policy or ordinance, presently in effect or
hereafter enacted, promulgated or implemented, or any other applicable
governmental regulation imposing liability or standards of conduct concerning
any hazardous, toxic or dangerous substances, waste or material, now or
hereafter in effect (hereinafter collectively referred to as "Environmental
Laws").

                                       20

<PAGE>

         SECTION 30.2. CONDUCT OF TENANT. If Tenant, with the prior written
authorization of Landlord, which authorization may be granted or denied by
Landlord in its sole and absolute discretion (which authorization shall not be
unreasonably withheld) generates, uses, transports, stores, treats or disposes
of any Hazardous Materials:

                           (a)      Tenant shall, at its own cost and expense,
         comply with all Environmental Laws;

                           (b)      Tenant shall (i) not dispose of any
         Hazardous Materials in undesignated dumpsters or trash containers; (ii)
         not discharge any Hazardous Materials into drains or sewers without
         proper permits or otherwise in noncompliance with Environmental Laws;
         (iii) not deliberately cause or allow the release, discharge, emission
         or run-off of any Hazardous Materials to air, to surface waters, to the
         land, to ground water, whether directly or indirectly without proper
         permits or otherwise in noncompliance with Environmental Laws; (iv) at
         Tenant's own cost and expense arrange for the lawful transportation and
         off-site disposal of all Hazardous Materials generated by Tenant; (v)
         provide secondary containment around all Hazardous Materials storage
         containers, storage facilities and above ground storage tanks to the
         extent required by Environmental Laws; (vi) conduct all necessary
         environmental inspections, such as, but not limited to, asbestos
         inspections prior to any renovation or demolition, as required by 40
         CFR Part 61 and provide copies of all such reports to the Landlord;
         (vii) comply with all reporting requirements under any local, state or
         federal ordinance, statute or regulation, such as, but not limited to,
         toxics inventory reporting under the Emergency Planning and Community
         Right-to-Know Act, the provisions under 40 CFR Part 61, or various
         regulations controlling the emissions into the atmosphere of volatile
         organic compounds and provide copies of all such reports and
         notifications to Landlord; (viii) use only highly skilled people to
         address all environmental issues associated with the leasehold, that
         such people and all employees of the Tenant shall receive all required
         training or certification under any local, state or federal law
         specifically mentioned or alluded to in Section 30.1 of the Lease;

                           (c)      Tenant shall promptly provide Landlord with
         copies of all communications, permits or agreements with any
         governmental authority or agency (federal, state or local) or any
         private entity relating in any way to the violation or alleged
         violation of any Environmental Laws or to any violation of Tenant's
         obligations under subparagraph (b) above;

                           (d)      Landlord and Landlord's agents and employees
         shall have the right to enter the Premises upon notice to Tenant and/or
         conduct appropriate tests for the purpose of ascertaining that Tenant
         complies with all applicable laws, rules or permits relating in any way
         to the presence of Hazardous Materials on the Premises and/or the
         Project; and

                           (e)      Upon the written request of Landlord no more
         frequently than once every year, or on any other occasion in the event
         that Landlord has reason to believe an environmental problem exists at
         the Premises. Tenant shall provide Landlord the results of appropriate
         tests of air, water and soil to demonstrate (i) that Tenant is in
         compliance with all applicable laws, rules or permits relating in any
         way to the presence of any Hazardous Materials on the Premises or the
         Project and (ii) the lack of any releases, discharges or emissions.

         If the presence, release, threat of release, placement on or in the
Premises and/or the Project occurs or is caused in whole or in part during the
Term of this Lease, or the generation, transportation, storage, treatment, or
disposal at the Premises and/or the Project occurs or is caused in whole or in
part during the Term of this Lease of any Hazardous Materials gives rise to
liability (including, but not limited to, a response action, remedial action, or
removal action) under any environmental laws or common law theory, including,
but not limited to nuisance, strict liability, negligence and trespass, Tenant
shall promptly take any and all remedial and removal action necessary to clean
up the Premises and/or the Project containing such Hazardous Materials and
mitigate exposure to liability arising from the Hazardous Materials, whether or
not required by law.

         SECTION 30.3. TENANT'S ENVIRONMENTAL INDEMNITY. Tenant does hereby
indemnify, defend and hold harmless Landlord and its agents and their respective
officers, directors, beneficiaries, lenders, shareholders, partners, agents and
employees and their respective successors and assigns from all fines, suits,
procedures, claims liabilities, damages (including consequential damages) and
actions of every kind, and all costs associated therewith (including reasonable
attorneys', experts' and consultants' fees and costs of testing) arising out of
or in any way

                                       21

<PAGE>

connected with any deposit, spill, discharge or other release of Hazardous
Materials that occurs or is caused in whole or in part by the acts or omissions
of Tenant, its officers, directors, agents, employees, contractors, invitees or
anyone acting by, through or under Tenant or any of them during the Term of this
Lease, at or from the Premises and/or the Project, or which arises at any time
from (i) Tenant's failure to provide all information, make all submissions, and
take all steps required by all applicable governmental authorities; (ii) any
Hazardous Materials on, in, under or affecting all or any portion of the
Premises and/or the Project or the groundwater as a result of the acts or
omissions of Tenant, its officers, directors, agents, employees, contractors,
invitees or anyone acting by, through or under Tenant or any of them that took
place during the Term of this Lease; (iii) any violation by Tenant or claim of a
violation by Tenant of any governmental law, statute, rule, regulation,
ordinance, requirement, decree, order or judgment now or hereafter in effect
relating to public health, safety, protection of the environment or any
Hazardous Material; (iv) the imposition of any lien for damages caused by, or
the recovery of any costs for, the remediation cleanup of Hazardous Material as
a result of events that took place during the Term of this Lease; (v) costs of
removal of any and all Hazardous Material from all or any portion of the
Premises and/or the Project, which Hazardous Material were placed on the
Premises and/or the Project by the acts or omissions of Tenant, its officers,
directors, agents, employees, contractors, invitees or anyone acting by, through
or under Tenant or any of them during the Term of this Lease; (vi) costs
incurred to comply, in connection with all or any portion of the Premises and/or
the Project, with all governmental regulations with respect to Hazardous
Materials on, in, under or affecting the Premises and/or the Project, which
Hazardous Materials were placed on the Premises and/or the Project by the acts
or omissions of Tenant, its officers, directors, agents, employees, contractors,
invitees or anyone acting by, through or under Tenant or any of them during the
Term of this Lease during the Term of this Lease; or (vii) any spills,
discharges, leaks, escapes, releases, dumping, transportation, storage,
treatment or disposal of any Hazardous Substances which occur during the Term of
this Lease, but only to the extent that such Hazardous Materials originated from
or were or are located on the Premises and/or the Project. Tenant's obligations
and liabilities under this Article XXX shall survive the expiration of this
Lease.

         SECTION 30.4. LANDLORD'S RIGHT TO ENTER PREMISES. Landlord shall have
the right and privilege (but not the obligation) to enter the Premises upon
notice to Tenant to make inspections and other tests (including, but not limited
to, drilling) of its condition, including, but not limited to, air, soil and
groundwater sampling and other inspections for Hazardous Materials. In the event
any Hazardous Materials are discovered during the inspections, Tenant shall
reimburse Landlord for the cost of all inspections and tests in addition to its
liability under Section 30.3.

         SECTION 30.5. TENANT'S NOTIFICATION REQUIREMENTS. Notwithstanding
anything to the contrary contained in Article XXVIII of this Lease, Tenant
agrees to provide immediate telephonic notification to Landlord in the event of
any release of Hazardous Materials in any manner within or outside of the
Premises. Tenant shall further utilize its reasonable efforts to report to
Landlord any other release of Hazardous Materials within or outside of the
Premises by any party other than Tenant.

                                  ARTICLE XXXI.

                                SECURITY DEPOSIT

         SECTION 31.1. SECURITY DEPOSIT. Tenant agrees to deposit with Landlord,
upon the execution of this Lease, the Security Deposit as security for the full
and faithful performance by Tenant of each and every term, provision, covenant
and condition of this Lease. If Tenant defaults in respect to any of the terms,
provisions, covenants and conditions of this Lease including, but not limited
to, payment of all rental and other sums required to be paid by Tenant
hereunder. Landlord may use, apply or retain the whole or any part of the
security so deposited for the payment of such rent in default, for any sum which
Landlord may expend or be required to expend by reason of Tenant's default
including, without limitation, any damages or deficiency in the reletting of the
Premises, whether such damages or deficiency shall have accrued before or after
re-entry by Landlord. If any of the security deposit shall be so used, applied
or retained by Landlord at any time or from time to time, Tenant shall promptly,
in each such instance, on written demand therefor by Landlord, pay to Landlord
such additional sums as may be necessary to restore the security deposit to the
original amount set forth in the first sentence of this section. If Tenant shall
fully and faithfully comply with all the terms, provisions, covenants and
conditions of this Lease, the security deposit, or the balance thereof, shall be
returned to Tenant after the following: (a) the time fixed as the expiration of
the Term of this Lease; (b) the removal of Tenant from the Premises; (c) the
surrender of the Premises by Tenant to Landlord in accordance with this Lease;
and (d) final determination of all amounts payable by Tenant hereunder and

                                       22

<PAGE>

payment of same. Except as otherwise required by law, Tenant shall not be
entitled to any interest on the aforesaid security deposit. In the absence of
evidence satisfactory to Landlord of an assignment of the right to receive the
security deposit or the remaining balance thereof, Landlord may return the
security deposit to the original Tenant, regardless of one or more assignments
of this Lease.

                                 ARTICLE XXXII.

                                  MISCELLANEOUS

         SECTION 32.1. CAPTIONS. The captions of this Lease are for convenience
only and are not to be construed as part of this Lease and shall not be
construed as defining or limiting in any way the scope or intent of the
provisions hereof.

         SECTION 32.2. SEVERABILITY. If any covenant, agreement or condition of
this Lease or the application thereof to any person, firm or corporation or to
any circumstances, shall to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such covenant, agreement or
condition to persons, firms or corporations or to circumstances other than those
as to which it is invalid or unenforceable, shall not be affected thereby. Each
covenant, agreement or condition of this Lease shall be valid and enforceable to
the fullest extent permitted by law.

         SECTION 32.3. APPLICABLE LAW. This Lease shall be construed and
enforced in accordance with the laws of the state where the Premises are
located.

         SECTION 32.4. AMENDMENTS IN WRITING. None of the covenants, terms or
conditions of this Lease, to be kept and performed by either party, shall in any
manner be altered, waived, modified, changed or abandoned, except by a written
instrument, duly signed, acknowledged and delivered by the other party.

         SECTION 32.5. RELATIONSHIP OF PARTIES. Nothing contained herein shall
be deemed or construed by the parties hereto, nor by any third party, as
creating the relationship of principal and agent or of partnership, or of joint
venture by the parties hereto, it being understood and agreed that no provision
contained in this Lease nor any acts of the parties hereto shall be deemed to
create any relationship other than the relationship of Landlord and Tenant.

         SECTION 32.6. BROKERAGE. Tenant warrants that it has no dealings with
any real estate broker or agent in connection with this lease other than
Landlord's Broker and Tenant's Broker, and Tenant covenants to pay, hold
harmless and indemnify Landlord from and against any and all cost, expense or
liability for any compensation, commissions and charges claimed by any other
broker or other agent with respect to this Lease or the negotiation thereof
arising out of any acts of Tenant.

         SECTION 32.7. NO ACCORD AND SATISFACTION. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent herein stipulated
and additional rent shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment as rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to
Landlord's right to recover the balance of such rent or pursue any other remedy
in this Lease provided.

         SECTION 32.8. JOINT EFFORT. The preparation of this Lease has been a
joint effort of the parties hereto and the resulting documents shall not, solely
as a matter of judicial construction, be construed more severely against one of
the parties than the other.

         SECTION 32.9. WAIVER OF JURY TRIAL. Tenant hereby waives a jury trial
in action brought by Landlord hereunder. If Landlord commences any proceeding
for nonpayment of rent or any other sum due to be paid by Tenant under this
Lease, Tenant hereby agrees that Tenant will not impose any counterclaim of any
nature or description in any such proceeding, provided however, such agreement
of Tenant shall not be construed as a waiver of the right of Tenant to assert
such claim in a separate action or actions brought by Tenant.

                                       23

<PAGE>

         SECTION 32.10. TIME. Time is of the essence of this Lease, and all
provisions herein relating thereto shall be strictly construed.

         SECTION 32.11. LANDLORD'S CONSENT. Landlord's granting of any consent
under this Lease, or Landlord's failure to object to any action taken by Tenant
without Landlord's consent required under this Lease, shall not be deemed a
waiver by Landlord of its rights to require such consent for any further similar
act by Tenant. No waiver by Landlord of any other breach of the covenants of
this Lease shall be construed, taken or held to be a waiver of any other breach
or to be a waiver, acquiescence in or consent to any further or succeeding
breach of the same covenant. None of the Tenant's covenants under this Lease,
and no breach thereof, shall be waived, altered or modified except by a written
instrument executed by Landlord.

         SECTION 32.12. NO PARTNERSHIP. Landlord is not, and shall not be deemed
to be, in any way or for any purpose, the partner, employer, principal, master
or agent of or with Tenant.

         SECTION 32.13. LANDLORD RIGHTS. This Lease does not grant any rights to
light or air over or about the Premises. Landlord specifically excepts and
reserves to itself the use of any roofs, the exterior and structural components
of the Building, all rights to the land and improvements below the improved
floor level of the Building, to the improvements and air rights above the
Building and to the improvements and air tights located outside the demising
walls of the Building and to such areas within the Building required for
installation of utility lines and other installations and to such portions of
the Premises necessary to access, maintain and repair same, and no rights with
respect thereto are conferred upon Tenant.

         SECTION 32.14. LANDLORD'S LIABILITY. Notwithstanding anything to the
contrary herein contained, there shall be absolutely no personal liability
asserted or enforceable against Landlord or on any persons, firms or entities
who constitute Landlord with respect to any of the terms, covenants, conditions
and provisions of this Lease, and Tenant shall, subject to the rights of any
mortgagee, look solely to the interest of Landlord, its successors and assigns
in the Premises for the satisfaction of each and every remedy of Tenant in the
event of default by Landlord hereunder; such exculpation of personal liability
is absolute and without any exception whatsoever. If the entity constituting
Landlord is a partnership, Tenant agrees that the deficit capital account of any
such partner shall not be deemed an asset or property of said partnership.

                                 ARTICLE XXXIII.

                                 RENEWAL OPTION

         SECTION 33.1. RENEWAL OPTION. Tenant shall have the option (hereinafter
referred to as the "RENEWAL OPTION") to renew the Initial Term for all of the
Premises as of the expiration date of the Initial Term, for three (3) additional
periods of five (5) years (each of said renewals is a "RENEWAL TERM") upon the
following terms and conditions:

                           A.       Tenant gives Landlord written notice of its
         exercise of the Renewal Option at least twelve (12) months prior to
         the expiration of the Term.

                           B.       Tenant is not in default under this Lease
         either on the date Tenant delivers the notice required under (1) above
         or at any time thereafter prior to the commencement of the Renewal Term
         so exercised.

                           C.       Landlord shall be provided with evidence
         satisfactory to it of Tenant's compliance with the terms and conditions
         of Article XXX hereof.

                           D.       All of the terms and provisions of this
         Lease (except this Article XXXV) shall be applicable to the Renewal
         Term, except that Rent for each year during the Renewal Term shall be
         equal to one hundred two and four tenths (102.4%) percent of the Rent
         for the immediately preceding year.

                                       24

<PAGE>

         SECTION 33.2. "AS IS" CONDITION. Tenant agrees to accept the Premises
to be covered by this Lease during the Renewal Term in an "as is" physical
condition and Tenant shall not be entitled to receive any allowance, credit,
concession or payment from Landlord for the improvement thereof.

         SECTION 33.3. AMENDMENT. In the event Tenant exercises the Renewal
Option, Landlord and Tenant shall mutually execute and deliver an amendment to
this Lease reflecting the renewal of the Term on the terms herein provided,
which amendment shall be executed and delivered promptly after the determination
of Rent to be applicable to the Renewal Term as hereinabove provided.

         SECTION 33.4. TERMINATION. The Renewal Options herein granted shall
automatically terminate upon the earliest to occur of (i) the expiration or
termination of this Lease, (ii) the termination of Tenant's right to possession
of the Premises, (iii) any assignment or subletting by Tenant, or (iv) the
failure of Tenant to timely or properly exercise the Renewal Option.

         SECTION 33.5. NO COMMISSIONS. Landlord and Tenant acknowledge and agree
that no real estate brokerage commission or finder's fee shall be payable by
Landlord in connection with any exercise by Tenant of the Renewal Option herein
contained.

                                 ARTICLE XXXIV.

                                 LANDLORD'S WORK

         SECTION 34.1. LANDLORD'S WORK. Landlord hereby agrees, at Landlord's
sole cost and expense, to perform the work described in Exhibit "D", which is
attached hereto and made a part hereof, to the Premises (hereinafter
collectively referred to as "Landlord's Work").

         When Landlord's Work is "substantially complete" (as hereinafter
defined), then Landlord shall so notify Tenant. It is acknowledged between the
parties that the Premises shall be deemed substantially complete at such time as
Landlord has substantially completed Landlord's Work, notwithstanding Landlord
may not have completed any extra work requested by Tenant. Upon such
notification, Tenant shall promptly (and not later than five (5) business days
after the date of Landlord's said notice) inspect the Premises and furnish to
Landlord a written statement that, with the exception of certain specified and
enumerated items (hereinafter referred to as the "Punch List"), the Premises are
substantially complete. At the request of Landlord, from time to time
thereafter, Tenant shall, upon completion of items previously listed on a Punch
List, promptly furnish to Landlord a revised Punch List acknowledging completion
of said item. Landlord hereby agrees to use reasonable efforts to complete all
Punch List items within thirty (30) days of the date the Premises is
substantially complete, subject to extension due to delays caused by Tenant, its
agents or employees or customary "force majeure" conditions.

         IN WITNESS WHEREOF, the parties have executed this Lease as of the date
set forth above.

LANDLORD:                           CENTERPOINT PROPERTIES CORPORATION,
                                    A MARYLAND CORPORATION

                                    By: /s/ James R. Jansen
                                        ----------------------------------------
                                             Its: Vice President

                                    By: /s/ R.O. Kottka 11/15/95
                                        ----------------------------------------
                                             Its: VP / Treasurer

TENANT:                             WHEELING-PITTSBURGH STEEL CORPORATION,
                                    A DELAWARE

                                    By: /s/ Tom Patrick
                                        ----------------------------------------
                                             Its: Vice President

                                       25