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                                                                EXHIBIT 10.14(f)

                                  LEASE SUMMARY

                                  PALMETTO, FL

LESSOR:            Palmetto Business Park, LP
                   One West Avenue
                   Larchmont, NY 10538

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

LOCATION:          2001 Highway 301, Palmetto, FL 34221

PREMISES:          approximately 47 acres of Common Areas (Section 22),
                   together with a single-story "fabrication" building
                   consisting of 57,600 agreed square feet (Exhibit "A").

PURPOSE:           General office, warehousing, distribution, manufacturing and
                   servicing purposes.

TERM:              10 Years, with three 5-year options (September 1, 2000 -
                   August 31, 2010)

RENEWAL:           Three 5-year options. Tenant to provide Landlord with
                   written notice of intent to exercise option(s) to renew at
                   least nine (9) months prior to expiration of the then
                   current term.

BASE RENT:         $15,120.00 per month (based upon $3.15 per square foot per
                   year) for Lease Years 1 through 5.

                   $16,992.00 per month (based upon $3.54 per square foot per
                   year) for Lease Years 6 through 10. See option terms.

ADDITIONAL RENT:   Taxes, Insurance Premiums, Common Area Expenses, and Certain
                   Build-out costs.

TAXES:             One-twelfth (1/12) of all taxes, assessments, and charges.

UTILITIES:         Tenant pays all utilities.

INSURANCE:         Tenant obtains/maintains/pays commercial general liability
                   insurance. Landlord obtains/maintains property insurance on
                   building, and Tenant pays cost thereof on monthly basis.
                   Mutual waiver of subrogation.

ENVIRONMENTAL      Incidents caused by Tenant are to be cured by Tenant.
INDEMNITY:         Incidents caused by Landlord are to be cured by
                   Landlord. Incidents caused by Third Parties are to be
                   either cured by Landlord or caused to be cured by
                   Landlord. Landlord indemnifies Tenant for incidents caused
                   by other parties.

SUBLEASE:          Prior written consent from Landlord needed before
                   subletting. Such consent shall not be unreasonably withheld
                   by Landlord.

ALTERATIONS:       Do not need Landlord's consent for non-structural alterations
                   up to $25,000. Must have Landlord's prior written consent for
                   structural alterations. All work at Tenant's sole expense.

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MAINTENANCE:       Tenant to pay all operating, maintenance, and non-structural
                   repair expenses. Landlord to pay for structural repairs and
                   repairs to service system used for delivery of utilities.

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                            STANDARD INDUSTRIAL LEASE

         THIS STANDARD INDUSTRIAL LEASE is made by and between Palmetto Business
Park, LP, a Delaware limited partnership ("LANDLORD"), and WHEELING-PITTSBURGH
STEEL CORPORATION, a Delaware corporation ("TENANT").

LEASE OF PREMISES

Landlord owns that certain real property improved with one or more multi tenant
buildings located at 2001 Highway 301, Palmetto, Manatee County, Florida (the
real property and the buildings are collectively referred to as, the
"PROPERTY"). Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, subject to all of the terms and conditions set forth herein, those
certain premises (the "PREMISES") described in Item 2 of the Basic Lease
Provisions and shown on the site plan attached hereto as EXHIBIT "A". The
Premises includes that certain single-story "fabrication" building (the
"BUILDING") whose street address is described in Item 1 of the Basic Lease
Provisions and is also improved with landscaping, parking facilities, common
area improvements, and other appurtenances.

BASIC LEASE PROVISIONS

1.       Premises Address:              2001 Highway 301
                                        Palmetto, Manatee County,
                                        Florida 34221

2.       Description of Premises:

         (a)      Building Area:        The single-story "fabrication" building
                                        consisting of 57,600 agreed square feet
                                        as outlined on the site plan attached
                                        hereto as EXHIBIT "A".

         (b)      Land Area:            Approximately 47 acres of Common Areas.
                                        (See Section 22).

3.       Term:                          10 years (See Section 1), with 3 5-year
                                        options. (See Section 1.1)

4.       Basic Monthly Rent:

         (a)      Initial Term:         $15,120.00 per month (based upon $3.15
                                        per square foot per year) for Lease
                                        Years 1 though 5; and

                                        $16,992.00 per month (based upon $3.54
                                        per square foot per year) for Lease
                                        Years 6 though 10. (See Section 2)

         (b)      Option Terms:         $19,104.00 per month (based upon $3.98
                                        per square foot per year) for Lease
                                        Years 11-15;

                                        $21,504.00 per month (based upon $4.48
                                        per square foot per year) for Lease
                                        Years 16 though 20; and

                                        $24,192.00 per month (based upon $5.04
                                        per square foot per year) for Lease
                                        Years 21 though 25.

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4A.      Expenses:

         (a)      Insurance:            Initially, $.02 per square foot per
                                        year. (See Section 11)

         (b)      Taxes:                Initially, $.395 per square foot per
                                        year. (See Section 3)

         (c)      Common Area           Expenses: Shall be capped at $.15 per
                                        square foot per year for the Initial
                                        Term (See Item 4(a) above) increasing
                                        annually thereafter, on a cumulative
                                        basis, by the lesser of (i) the "cost of
                                        living" increase as indicated by a
                                        geographically appropriate Consumer
                                        Price Index (C.P.I.) as published by the
                                        U.S. Bureau of Labor Statistics, or (ii)
                                        the actual expenses. (See Section 22.2)

         (d) Tenant's Share:            10.5% of the Common Area Expenses, the
                                        percentage of which is computed by
                                        dividing the Building Area by the total
                                        rentable area of the buildings on the
                                        Property of 546,700 square feet (the
                                        "TOTAL RENTABLE AREA"). (See Section
                                        22.2)

4B.      Amortization of
         Certain Build-out Costs:       In addition to Basic Monthly Rent,
                                        Expenses and any other sums due under
                                        the Lease, Tenant agrees to pay to
                                        Landlord a sum not to exceed the amount
                                        of $205,000.00 for those tenant
                                        improvements indicated on EXHIBIT "D",
                                        which amount shall be payable, without
                                        interest, in equal monthly installments
                                        not to exceed $2,000.00 per month, with
                                        the entire balance outstanding due and
                                        payable on the 37th month of the Term.

5.       Number of Parking
         and Loading Spaces:            (See Section 10 and Exhibit "B")

6.       Addresses for Notices:

         TENANT:                        LANDLORD:
         1134 Market Street             One West Avenue
         Wheeling, West Virginia 26003  Larchmont, New York 10538
         Attn: Real Estate Department   Attn: Stuart Lichter
         Tel. (304) 234-2313            Tel. (914) 834-2600
         Fax (304) 234-2582             Fax (914) 834-2002

         WITH A COPY TO:                WITH A COPY TO:
         Wheeling-Pittsburgh Steel      Fainsbert, Mase & Snyder, LLP
         Corporation                    11835 West Olympic Blvd., Wheeling, West
         1134 Market Street             Suite 1100
         Virginia 26003                 Los Angeles, California 90064
         Attn: Law Department           Attn: John A. Mase, Esq.
         Tel. (304) 234-2350            Tel. (310) 473-6400
         Fax (304) 234-2555             Fax (310) 473-8702

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7.       Target Delivery Date:          May 1, 2000

         Commencement Date:             June 15, 2000 (See Section 4.3)

8.       All payments payable under this Lease shall be sent to Landlord at the
         address specified in Item 6 or to such other address in the state in
         which the Premises is located as Landlord may reasonably designate in
         writing.

9.       Date of this Lease:            April 27, 2000.

10.      Brokers:                       Cushman & Wakefield; Colliers Arnold;
                                        and Hart Corporation (See Section
                                        20.7).

11.      Railroad Track Maintenance:    Tenant shall maintain the railroad
                                        sidetracks serving the Premises
                                        beginning at the point of the "Y" switch
                                        and extending south to the termination
                                        point of such sidetracks.

         IN WITNESS THEREOF, and as of the date set forth in Item 9 above, the
parties hereto have executed this Lease, consisting of the foregoing Basic Lease
Provisions, the provisions of the Standard Lease Provisions (the "Standard Lease
Provisions") (consisting of Sections 1 through 22 which will follow) and the
Exhibits attached hereto, all of which are incorporated herein by this
reference. In the event of any conflict between the provisions of the Basic
Lease Provisions and the provisions of the Standard Lease Provisions, the
Standard Lease Provisions shall control.

"Tenant"                                "Landlord"
WHEELING-PITTSBURGH STEEL               PALMETTO BUSINESS PARK, LP
CORPORATION                             By: Industrial Realty Group, Inc.,
                                        its general partner

By:      /s/ James E. Muldoon           By:    [signature illegible]
         ------------------------              ---------------------------------
                                               Agent for Palmetto Business Park
Its:     VP & GM, Wheeling Corr. Co.
         ------------------------

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                            STANDARD LEASE PROVISIONS

1.       TERM

         1.1      TERM. Unless earlier terminated pursuant to the provisions
hereof, the term of this Lease shall commence on the Commencement Date (defined
in Section 4.3) and shall be for the period shown in Item 3 of the Basic Lease
Provisions ("TERM"). Notwithstanding the later commencement of the Term, this
Lease shall be a binding contractual obligation effective upon execution hereof
by Landlord and Tenant.

         1.2      SURRENDER OF PREMISES. Subject to Section 6. 1, at the
expiration of the Term, Tenant's sole obligation with respect to the surrender
of the Premises shall be to remove Tenant's Property (defined in Section 6.3)
therefrom and deliver the Premises to Landlord in its then existing condition
and configuration, as modified by those Alterations for which Tenant is not
responsible for removing pursuant to Section 6. 1, "broom-clean" and subject to
(a) ordinary wear and tear, (b) damage caused by any negligent act or omission
or willful misconduct of Landlord or its agents, employees, officers,
contractors, or representatives or resulting from any breach of Landlord's
obligations or warranties hereunder, and (c) damage by fire, the elements,
casualty, civil unrest, and acts of God.

2.       BASIC MONTHLY RENT

         2.1      BASIC MONTHLY RENT.

                  2.1.1    BASIC MONTHLY RENT. Tenant agrees to pay each month
during the Term as Basic Monthly Rent for the Premises the sum shown in Item 4
of the Basic Lease Provisions ("BASIC MONTHLY RENT"). For purposes of this
Lease, a "LEASE YEAR" shall be each twelve (12) calendar month period commencing
on the Commencement Date (or anniversary thereof) if the Commencement Date is
the first day of a month, otherwise, Lease Year shall commence on the first day
of the calendar month following the Commencement Date (or anniversary thereof).

                  2.1.2    MONTHLY PAYMENT OF BASIC MONTHLY RENT; LATE CHARGES.
Basic Monthly Rent shall be payable in equal consecutive monthly installments,
in advance, commencing on the Commencement Date and continuing on the first day
of each calendar month thereafter, subject to a proportionate refund of any
Basic Monthly Rent paid in advance should this Lease be terminated before the
expiration of any month for which Basic Monthly Rent shall have been paid. If
the Commencement Date or the expiration or earlier termination of this Lease is
a day other than the first day of a calendar month (a "PARTIAL LEASE MONTH"),
then the installment of Basic Monthly Rent for that Partial Lease Month shall be
prorated on a per diem basis (the "PARTIAL LEASE MONTH RENT"). If on more than
one occasion during any Lease Year any monthly installment of Basic Monthly Rent
or any other sum due from Tenant is not received within ten (10) business days
from the date when it is due, then beginning on the second such occasion and
each occasion thereafter during the subject Lease Year, Tenant shall pay
Landlord, in addition to the amount due, a charge equal to five percent (5%) of
the delinquent amount (the "LATE CHARGE"). The parties agree that the amount of
such Late Charge represents a fair and reasonable estimate of costs and expenses
that would be incurred by Landlord by reason of late payment by Tenant.
Acceptance of such Late Charge by Landlord shall in no event constitute a waiver
of Tenant's default with respect to such delinquent amount, nor shall such
acceptance prevent Landlord from exercising any of the other rights and remedies
granted hereunder or by law to Landlord. If any installment of Basic Monthly
Rent shall not be received by Landlord within thirty (30) days after the date
Landlord notifies Tenant that such amount is overdue, then such overdue amount
shall bear interest (as of such due date) at the rate of eighteen percent (18%)
per year from the date due until paid.

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3.       TAXES

         3.1      REAL ESTATE TAXES. In addition to Basic Monthly Rent, and
beginning on the Commencement Date, Tenant shall pay to Landlord, monthly, in
advance, one-twelfth (1/12) of the all taxes, assessments and charges levied
upon or with respect to the Property or any personal property of Landlord used
in the operation thereof, or Landlord's interest in the Property or such
personal property, including, without limitation, all general real property
taxes and general and special assessments (collectively, the "Taxes"). The
amount of the Taxes shall be estimated by Landlord and billed by Landlord to
Tenant (the "Estimated Taxes"). Landlord shall have the right to reasonably
revise such estimates from time to time and to adjust Tenant's monthly payments
accordingly. Payment of Taxes for any partial months shall be prorated on a per
diem basis. With reasonable promptness after the expiration of each Computation
Year, Landlord shall furnish Tenant with a statement of the actual Taxes
("Actual Taxes"), including copies of all tax bills. If the Actual Taxes for
such Computation Year exceed the Estimated Taxes paid by Tenant for such
Computation Year, Tenant shall pay to Landlord the difference between the amount
paid by Tenant and the Actual Taxes within thirty (30) days after the receipt of
Landlord's statement of the Actual Taxes. If the total amount paid by Tenant for
any such Computation Year shall exceed the Actual Taxes for such Computation
Year, such excess shall be credited against the next installments of Taxes due
from Tenant to Landlord hereunder or refunded to Tenant. Neither Landlord's
failure to deliver, nor late delivery of, the Estimated or Actual Taxes shall
constitute a default by Landlord hereunder or a waiver of Landlord's right to
collect any payment provided for herein. Notwithstanding the foregoing, Tenant
shall not be responsible for paying any increase in real estate taxes due to a
change in ownership or transfer of Landlord's interest in the Premises occurring
during the Term. Furthermore, Tenant shall not be required to pay any
assessments or impact fees arising in connection with the original development
of the Premises.

         3.2      PERSONAL PROPERTY TAXES. Tenant shall pay, prior to
delinquency, all taxes assessed against and levied upon trade fixtures,
furnishings, equipment, and all other personal property of Tenant contained in
the Premises. When possible, Tenant shall cause all such property to be assessed
and billed separately from the Landlord's real property. If any of Tenant's
personal property shall be assessed with Landlord's real property, Tenant shall
pay the taxes attributable to Tenant within thirty (30) days after receipt of a
detailed written statement setting forth the taxes applicable to Tenant's
property.

         3.3      COMPUTATION YEAR. For purposes of the payment of Taxes,
Insurance and Common Area Expenses pursuant to Sections 3.1, 11.1.2 and 22
herein, "Computation Year" shall mean each twelve (12) consecutive month period
commencing January 1 of each year during the Term, provided that Landlord, upon
notice to Tenant, may change the Computation Year from time to time to any other
twelve (12) consecutive month period and, in the event of any such change,
Tenant's share of the Real Estate Taxes and Insurance shall be equitably
adjusted for the Computation Years involved in any such change.

4.       DELIVERY OF PREMISES

         4.1      CONDITION OF PREMISES. As of the Delivery Date (defined
herein), Landlord covenants that the Building and the Premises shall be in
compliance with all requirements of all governmental statutes, laws, ordinances,
rules, regulations, and orders applicable to the Building and the Premises,
including, without limitation, those Laws necessary to obtain a certificate of
occupancy (or the equivalent thereof) for the Building and the Premises
(collectively, the "LAWS"). Landlord further agrees that, prior to delivery of
the Premises to Tenant, Landlord shall test the existing fire sprinkler system
and make any repairs necessary to put the sprinkler system in good working
condition.

         4.2      DELIVERY OF PREMISES. Landlord shall deliver exclusive
possession of the Premises to Tenant in "broom clean" condition, free of all
debris, materials, and equipment, with water, gas, electric,

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sewer and telephone servicing the Building and the Premises in good working
order, and with unobstructed access available to the Building and the parking
and delivery facilities servicing the Building and the Premises. Tenant shall
have no obligation to accept delivery of the Premises prior to the Target
Delivery Date unless Tenant has consented thereto in writing. The date on which
Landlord tenders possession of the Premises to Tenant in the condition called
for herein shall be deemed the "DELIVERY DATE" Landlord agrees to use best
efforts to deliver the Premises to Tenant in the condition called for herein, by
the Outside Delivery Date (defined below).

         4.3      COMMENCEMENT DATE. The Term of the Lease, and (subject to
Section 4.4 below) Tenant's obligation to pay Basic Monthly Rent and all other
rental described herein, shall commence on June 15, 2000 (the "COMMENCEMENT
DATE.")

         4.4      FAILURE TO TIMELY DELIVER THE PREMISES. In the event that
Landlord shall fail to deliver the Premises to Tenant in the condition called
for herein by June 1, 2000 ("OUTSIDE DELIVERY DATE"), then following such
Outside Delivery Date, Tenant shall have the option to terminate this Lease upon
delivery of written notice to Landlord. Tenant's right to terminate the Lease
pursuant to this Section 4.4 shall be expressly limited to a material breach of
the Lease by Landlord and shall not be applicable to minor repairs or
improvements, including "punch-list" type of items, which do not unreasonably
interfere with Tenant's use of the Premises. In addition, so long as Landlord
tenders possession of the Premises by the Outside Delivery Date, Tenant shall
not terminate the Lease without first delivering notice to Landlord detailing
any work to be completed by Landlord and allowing Landlord ten (10) business
days in which to cure the matters raised in Tenant's notice.

5.       USE OF PREMISES

         5.1      USES. Tenant shall have the right to the exclusive use and
occupancy of the Premises for general office, warehousing, distribution, and
servicing purposes, and for all other uses permitted by law.

         5.2      TENANT'S COMPLIANCE WITH LAWS. Tenant shall comply with all
Laws regarding Tenant's use and occupancy of the Premises. In no event shall
Tenant be responsible for any violation of Laws with respect to the Premises or
Building which existed prior to the Commencement Date, the compliance of which
shall be the sole responsibility of Landlord.

         5.3      COMPLIANCE LIMITS. During the last six (6) months of the Term,
Tenant, in lieu of complying with Laws as required by Section 5.2, may cancel
this Lease by giving prompt notice to Landlord if Tenant's estimated cost of
compliance exceeds fifteen percent (15%) of the annualized Basic Monthly Rent
(as set forth in the Basic Lease Provisions). If Tenant cancels this Lease under
this Section 5.3, Landlord may, within ten (10) days of receiving Tenant's
notice of cancellation, agree to comply with (and indemnify and hold Tenant
harmless from the effect of) the Laws in question at Landlord's expense by
giving Tenant notice and, upon Landlord doing so, this Lease shall continue in
effect.

6.       ALTERATIONS; TENANT'S PROPERTY

         6.1      ALTERATIONS. Tenant shall have the right at its own expense
from time to time to redecorate and renovate the Premises and to make such other
non-structural alterations, improvements, installations, and changes in the
Premises and such parts thereof (collectively, "ALTERATIONS") as Tenant shall
deem expedient or necessary for its purposes without the consent of Landlord up
to $25,000 per Alteration. As to any structural Alterations, Tenant may make
such Alterations only if it has first obtained the consent thereto of Landlord
in writing. As a condition to granting its consent, Landlord may require that
such structural Alterations (including demising walls) remain a part of the
Premises following the expiration or earlier termination of the Lease. Landlord
agrees that it shall not unreasonably withhold,

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condition, or delay such consent and that such consent shall be conclusively
deemed given if Landlord shall not object to such Alterations in writing within
ten (10) business days of receipt from Tenant of such notice together with the
plans and specifications for the proposed Alteration. Tenant acknowledges that
the construction of certain Alterations may also require the consent of
Landlord's lender. In such event, Landlord's consent shall be conditioned upon
Landlord receiving consent from its lender. Any such Alterations shall be done
in good and workmanlike manner, and in accordance with all applicable Laws.
Except as stated above with respect to structural Alterations, any and all
Alterations made by Tenant in, to, or upon the Premises shall remain the
property of Tenant and may be removed from the Premises at any time during the
Term, provided that any damage caused by such removal shall be repaired by
Tenant and Tenant restores the Premises to the condition as it existed prior to
the installation of the Alterations. In the event that Tenant wishes not remove
one or more Alterations at the end of the Term, Tenant shall notify Landlord
within sixty (60) days prior to the end of the Term which Alterations Tenant
wishes to leave. Landlord shall then give Tenant at least thirty (30) days prior
written notice, which, if any, of such Alterations are to be removed.
Notwithstanding the foregoing, if requested by Tenant prior to construction or
installation of any Alterations, Landlord shall advise Tenant in writing as to
whether Landlord will require the removal of such Alterations at the end of the
Term.

         6.2      SECURITY AND COMMUNICATIONS EQUIPMENT. Subject to Tenant's
compliance with applicable Laws, Tenant shall have the right, at no additional
rental cost, to install reasonable security devices ("SECURITY EQUIPMENT")
within and/or around the Premises and the Building, provided that in no event
shall the installation and use of such Security Equipment adversely affect the
roof or the structural elements thereof, and provided further that all costs
associated with the installation and removal of said Security Equipment, and any
damage to the roof or Building structure as a result thereof, shall be the sole
responsibility of Tenant.

         6.3      TENANT'S PROPERTY. "TENANT'S PROPERTY" means all furniture,
trade fixtures, computer systems, telephone systems, inventory and office and
other equipment (including, without limitations the Communication Device and
Security Equipment described in Section 6.2 above) installed in, or affixed to,
or used in connection with the Premises by or on behalf of Tenant that may be
removed without structural damage to the Building. Tenant may at any time after
the Commencement Date through the expiration or sooner termination of this Lease
remove all or any portion of Tenant's Property from the Premises. Tenant shall
repair or cause to be repaired any damage to the Building caused by such removal
promptly following such removal. Landlord expressly waives any and all statutory
or common law landlord's lien and any and all rights under present or future
laws to levy or distrain for rent against Tenant's Property and further agrees
to execute and deliver promptly any and all instruments evidencing such waiver
reasonably requested by Tenant.

         6.4      LIENS. Tenant shall pay, when due, (or at Tenant's option,
Tenant shall post adequate bond) for all claims for labor or materials furnished
to or for Tenant at or for Tenant's use in the Premises, which claims are or may
be secured by any mechanic's or materialmen's lien against the Premises or any
interest therein. If Tenant shall, in good faith, contest the validity of any
such lien, claim, or demand, then Tenant shall, at Tenant's sole expense, defend
itself and Landlord against the same and shall pay and satisfy any adverse
judgment that may be rendered thereon before the enforcement thereof against
Landlord or the Premises. Tenant shall give Landlord not less than ten (10) days
notice prior to the commencement of any Alteration in the Premises if required
to give notice as provided above in Section 6.1 and Landlord shall have the
right to post notices of non-responsibility in or on the Premises as provided by
Laws. Notwithstanding the foregoing, Tenant shall have no responsibility for
discharge of any mechanics' liens filed by a contractor, subcontractor,
materialman, or laborer of Landlord.

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7.       REPAIRS

         7.1      LANDLORD'S REPAIRS. Landlord shall make all necessary repairs
and replacements to the Premises and the Building, to the extent the same relate
to (i) the structural portions of the Building, including without limitation,
the roof, exterior walls, bearing walls, interior structural support beams,
floor slabs, foundations, support columns, and (ii) all service systems of the
Building for the delivery of Utilities (defined below) to the Premises. Service
systems for the delivery of Utilities shall include all of those portions of the
service systems for the delivery of Utilities (e.g. power lines, etc.) located
outside the Building, unless caused by the negligence or intentional acts of
Tenant or any Tenant Party (defined in Section 14.1).

         7.2      TENANT'S REPAIRS. Subject to the provisions of Sections 7.1
and 16.1, Tenant shall perform normal maintenance of the Premises, including the
day to day maintenance of the landscaping and parking areas of the Premises,
inspection and general maintenance of the fire sprinkler system, if any, as well
as all other equipment, facilities and components within the Premises including,
interior walls, finish work, ceilings, floors, lighting fixtures, bulbs and
ballasts, connections for Utilities located within the Premises, windows, glass,
doors, and plate glass, downspouts, gutters, air conditioning and heating
systems, truck doors, dock levelers, bumpers, seals and enclosures, plumbing,
electrical, termite and pest extermination, and damage to common areas caused by
Tenant, excluding only those repairs expressly required to be made by Landlord
hereunder, reasonable wear and tear or damage caused by any negligent act or
omission of Landlord or its agents or employees or resulting from any breach of
any of Landlord's warranties or obligations hereunder; provided, however, that
Tenant shall not be responsible for any repair that constitutes a capital item
or capital repair under generally accepted accounting principles, unless such
repair is required as a result of any negligent act or omission of Tenant or its
agents or employees. In addition, should Landlord fail to make or begin such
repairs or corrections for which it is responsible under Section 7.1 within
fifteen (15) days after written notice from Tenant so to do, Tenant may, but
shall have no obligation to, make said repairs or corrections at Landlord's
expense. Tenant, in keeping the Premises in good order, condition and repair,
shall exercise and perform good maintenance practices. Tenant shall maintain,
and shall provide Landlord with proof thereof, an annual service maintenance
contract for the HVAC system in a form and with a contractor reasonably
satisfactory to Landlord.

8.       UTILITIES AND SERVICES

         8.1      UTILITIES AND SERVICES. Tenant shall pay for all water, gas,
heat, light, power, telephone and trash disposal (collectively, "Utilities")
supplied to the Premises.

         8.2      INTERFERENCE WITH TENANT'S USE AND ENJOYMENT OF THE PREMISES.
In the event that Tenant suffers a material interference of its use and
enjoyment of any portion of the Premises by reason of (a) any entry by Landlord
into the Premises, or (b) any interference with access to the Premises or the
delivery facilities thereto by Landlord, and such material interference
continues for five (5) consecutive days, or for any seven (7) days in any
consecutive twelve (12) month period, Basic Monthly Rent and all other rent and
other charges hereunder shall abate in a reasonable amount based upon the degree
of interference of Tenant's use and enjoyment of its Premises, calculated from
the date of commencement of such interference until the date Tenant's full use
and enjoyment of the entire Premises is restored.

9.       ASSIGNMENT AND SUBLETTING

         9.1      ASSIGNMENTS AND SUBLEASES TO AFFILIATES. Tenant shall have the
right to assign its leasehold interest hereunder or sublease all or any portion
of the Premises to an Affiliate (defined below) of Tenant or to any corporate
successor of Tenant, whether by merger, operation of law, or acquisition of

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substantially all the operating assets of Tenant, without the consent or
approval of Landlord; provided, that (a) each such assignee (other than in the
case of a merger or other transfer where no former assignment of the Lease is
involved) shall assume all obligations of Tenant to be thereafter performed
hereunder, (b) each such sublessee shall agree that its sublease shall be
subject and subordinate to this Lease and (c) Tenant provides prior written
notice of such assignment or sublease to Landlord. As used herein, the term
"AFFILIATE" shall mean any corporation or other entity or person which controls,
is controlled by or is under common control with Tenant, with the term "control"
being deemed to mean beneficial ownership of more than twenty percent (20%) of
the voting power of such entity.

         9.2      ASSIGNMENTS AND SUBLEASES GENERALLY. Subject to the provisions
of Section 9.1, Tenant shall not assign or mortgage its leasehold interest under
this Lease or sublease all or any portion of the Premises without the prior
written consent of Landlord, which consent shall not be unreasonably withheld,
conditioned, or delayed.

10.      PARKING

         Tenant shall have the right to the exclusive, continuous use, without
additional charge throughout the Term, of the parking and loading spaces located
in the parking facilities and loading areas of the Premises, as set forth on
EXHIBIT "B" attached hereto, for the parking, loading, and unloading of vehicles
used by Tenant, its officers, employees, guests, invitees, suppliers, shippers
and contractors (collectively, "TENANT USERS"). Landlord shall cause all of
these spaces to be available at all times for use by Tenant Users and shall
provide appropriate signage and markings prominently indicating that said spaces
are available only for use by Tenant. Landlord shall be responsible for any
repairs required to the parking areas, other than the general day to day
maintenance thereof which shall be the responsibility of the Tenant.

11.      INSURANCE

         11.1     REQUIRED INSURANCE.

                  11.1.1   TENANT'S INSURANCE. Subject to the provisions of this
Section 11, Tenant shall procure and maintain during the Term, at its sole cost
and expense, (a) commercial general liability insurance policy with not less
than One Million Dollars ($1,000,000.00) combined single limit coverage for both
bodily injury and property damage, and (b) a standard "all-risk" policy of
insurance (or its equivalent) covering loss or damage to Tenant's Property in an
amount sufficient to cover the full replacement value thereof (to the extent
commercially available on a reasonable basis), as the same may exist from time
to time. All such policies of insurance shall (1) be issued by responsible
insurance companies licensed to do business in the state in which the Premises
is located, (ii) provide that the insurer shall endeavor to provide thirty (30)
days prior written notice to Landlord and Tenant of cancellation, and (iii) in
the case of Tenant's liability insurance, shall name Landlord and Quadrelle as
additional insureds. Notwithstanding any provision to the contrary contained in
this Section 11.1.1, if Tenant elects to satisfy its insurance obligations under
this Lease by securing an insurance policy or insurance policies through
commercial insurance carriers (rather than self-insure in accordance with
Section 11.2), Tenant may maintain such policy or policies with deductibles as
reasonably determined by Tenant and Tenant shall not be obligated to maintain an
insurance policy or policies in amounts or of types that are commercially
unreasonable. At Landlord's request, Tenant shall provide Landlord satisfactory
evidence that such policies of insurance are in full force and effect.

                  11.1.2   LANDLORD'S INSURANCE. Subject to the provisions of
this Section 11, Landlord shall procure and maintain during the Term a policy of
commercial general liability insurance "all-risk" policy of insurance covering
loss or damage to the Building and the Premises, with a policy limit of not

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less that $900,000.00. At Tenant's request, Landlord shall provide Tenant
satisfactory evidence that such policies of insurance are in full force and
effect. Tenant agrees to reimburse to Landlord, as additional rent hereunder,
Landlord's cost of procuring and maintaining said insurance (i.e., the cost of
the premiums therefor) (the "Insurance Premiums"). In addition to Basic Monthly
Rent, and beginning on the Commencement Date, Tenant shall pay to Landlord,
monthly, in advance, one-twelfth (1/12) of the Insurance Premiums. Payment of
the Insurance Premiums for any partial months shall be prorated. on a per diem
basis. With reasonable promptness after the expiration of each Computation Year,
Landlord shall furnish Tenant with a statement of the actual Insurance Premiums
(the "Actual Insurance Premiums"). If the Actual Insurance Premiums for such
Computation Year exceeds the estimated Insurance Premiums paid by Tenant for
such Computation Year, Tenant shall pay to Landlord the difference between the
amount paid by Tenant and the Actual Insurance Premiums within thirty (30) days
after the receipt of Landlord's statement of the Actual Insurance Premiums. If
the total amount paid by Tenant for the Insurance Premiums during any such
Computation Year shall exceed the Actual Insurance Premiums for such Computation
Year, such excess shall be credited against the next installments of the
Insurance Premiums due from Tenant to Landlord hereunder or refunded to Tenant.
Neither Landlord's failure to deliver, nor late delivery of, the statement of
the Actual Insurance Premiums shall constitute a default by Landlord hereunder
or a waiver of Landlord's right to collect any payment provided for herein.

         11.2     BLANKET OR SELF INSURANCE.

                  (a)      Either party may, at its option, satisfy any or all
of its insurance obligations under this Lease with any so-called "blanket policy
or policies of insurance now or hereafter carried and maintained by such party;
provided, however, that the coverage afforded by such policy or policies shall
not be reduced or diminished by reason of the use of such blanket policy or
policies.

                  (b)      So long as Tenant maintains a net worth of at least
Fifty Million Dollars ($50,000,000), Tenant may self-insure all or any of the
types of insurance otherwise required to be maintained by Tenant under Section
11.1. In such event, the remaining provisions of this Lease relating to
coverage, indemnity, proceeds, and the like shall apply with respect to Tenant
as they would with respect to any insurer.

         11.3     WAIVER OF SUBROGATION. Landlord and Tenant each hereby release
each other and waive any and all rights of recovery against the other, and
against the officers, directors, employees, agents and representatives of the
other, for loss of or damage to such waiving party or its property or the
property of others under its control to the extent that the nature of the loss
or damage is covered by the insurance which is required by this Section 11 to be
obtained or by any other valid and collectible insurance policy in force at the
time of such loss or damage. Each policy of all risk or similar property damage
insurance obtained by Landlord or Tenant with respect to the Premises or the
Building shall include a clause or endorsement denying the insurer any rights of
subrogation against the other party.

12.      FIRE OR CASUALTY

         12.1     RESTORATION AND ABATEMENT. Except where this Lease shall be
terminated by either Landlord or Tenant pursuant to this Section 12, in the
event that all or any portion of the Premises or the Building is damaged or
destroyed by fire or other casualty, Landlord shall promptly commence and
thereafter pursue to completion full restoration of the Premises and the
Building to their condition existing immediately prior to such fire or other
casualty. Landlord's duty to restore the Premises hereunder shall not include
Tenant's Property or any leasehold improvements constructed by Tenant. Effective
as of the date of such fire or other casualty to any portion of the Premises,
Basic Monthly Rent and all other rent and charges payable by Tenant hereunder
shall abate in proportion to the degree of interference of Tenant's use and
enjoyment of its Premises, calculated from the date of the fire or other

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<PAGE>

casualty until the date the restoration is complete and in the case of damage to
the Building, until Tenant has re-occupied the space for business purposes.

         12.2     RIGHT TO TERMINATE. Tenant shall have the right, effective
upon delivery of written notice to Landlord, to terminate this Lease in any case
of fire or other casualty damage to the Premises or the Building resulting in
material interference to Tenant's business operations in the Premises (i) which,
in Tenant's reasonable judgment, will not be fully restored within one hundred
fifty (150) days of the date of damage, or (ii) which occurs during the last six
(6) months of the Term and in Tenant's reasonable judgment will not be fully
restored within thirty (30) days of the date of damage. Landlord shall have the
right, effective sixty (60) days following delivery of written notice to Tenant
(or at Tenant's election, upon receipt of Landlord's notice), to terminate this
Lease (i) in any case of fire or other casualty damage to the Building resulting
in damage, the cost of restoration of which exceeds fifty percent (50%) of the
replacement cost of the entire Building, (ii) in the event such damage occurs
during the last six (6) months of the Term and in Landlord's reasonable judgment
cannot be fully restored within thirty (30) days of the date of damage; (iii) in
any case where the cost of restoration of the Premises hereunder not covered by
insurance required to be carried by Landlord pursuant to Section 11.1.2 above
exceeds Two Hundred Fifty Thousand Dollars ($250,000.00); or, (iv) in the event
that Landlord's lender does not distribute the insurance proceeds to Landlord
for the rebuilding or repairing of the damage pursuant to the terms of any
mortgage encumbering the Building.

         12.3     WAIVER OF STATUTORY PROVISIONS. Landlord and Tenant agree that
the provisions of this Section 12 and all other provisions of this Lease shall
exclusively govern the rights and obligations of the parties with respect to any
damage or destruction to any portion of the Building or Premises and hereby
waive any statutory or common law rights or provisions inconsistent herewith.

         12.4     TENANT'S REMEDIES. If Landlord shall be obligated to repair or
restore the Premises or the Building under the provisions of this Section 12 and
shall not diligently pursue such repair or reconstruction, including applying
for and diligently pursuing the issuance of all necessary permits, inspections,
and approvals from appropriate governmental entities necessary for the
commencement of such repair or restoration, within thirty (30) days after such
obligation shall accrue, Tenant may, at Tenant's option and in addition to the
other remedies available to Tenant under this Lease, elect to repair or restore
such damage by giving Landlord written notice of Tenant's election to do so at
least ten (10) business days prior to the commencement of such repair or
restoration. If Tenant elects to repair, Tenant shall be entitled to
reimbursement from Landlord for such repair or restoration as similarly provided
in Section 7.2 hereof.

13.      EMINENT DOMAIN

         13.1     LEASE TERMINATION. In the event the whole of the Premises
shall be taken under the power of eminent domain, or sold to prevent or under
the threat of the exercise thereof (collectively, a "TAKING"), this Lease shall
automatically terminate as of the date of such Taking. For purposes of this
Lease, the date of Taking shall be the earlier of the date of transfer of title
resulting from such Taking or the date of transfer of possession resulting from
such Taking. In the event of (a) a Taking of less than the whole of the Premises
and, in the reasonable judgment of Tenant, the remaining part is insufficient
for the operation of Tenant's business in the Premises, or (b) a temporary
Taking for less than balance of the Term of a material portion of the Premises
or any portion of the remainder of the Premises necessary for the full use and
enjoyment of the Premises by Tenant, Tenant shall have the right to terminate
this Lease upon delivery of written notice to Landlord given at any time within
sixty (60) days following the date Tenant is notified in writing of such Taking.
If Tenant so elects to terminate this Lease, this Lease and the Term shall end
as of the date specified in Tenant's notice and Basic Monthly Rent and
additional rent

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shall be apportioned and paid by Tenant to the earlier of the date of the Taking
or the date specified in Tenant's notice.

         13.2     LEASE CONTINUATION. In the event that this Lease is not
terminated pursuant to a taking, Landlord shall, with reasonable diligence,
proceed to restore (to the extent permitted by Laws and covenants, conditions,
and restrictions then applicable to the Premises), the Building and the Premises
(other than Tenant's Property) to a complete functioning unit of substantially
the same proportionate usefulness, design, and construction existing immediately
prior to the date of the Taking. In such case, Basic Monthly Rent, additional
rent, and all other rent and other charges payable by Tenant hereunder shall be
reduced based upon the nature of the space taken (office space, storage, parking
area) and upon the proportion which the portion taken bears to the area of the
Premises immediately prior to such Taking.

         13.3     ALLOCATION OF AWARD. Landlord shall be entitled to receive the
entire award in any condemnation proceedings without deduction therefrom for any
estate vested in Tenant and Tenant shall receive no part of such award. Tenant,
if allowed by the Laws, may bring its own action to claim, prove, and receive in
the condemnation proceedings (a) the unamortized value over the Term of this
Lease of Tenant's Property and its improvements and alterations to the Premises
installed by or at Tenant's expense, regardless of whether the same Alterations
might be considered to be Landlord's property under the provisions of this
Lease, (b) the value of Tenant's fixtures that are damaged, destroyed, or taken
hereunder, (c) the cost of Tenant's relocation, and (d) any special awards paid
to tenants when their space is taken by eminent domain.

         13.4     WAIVER OF STATUTORY PROVISIONS. Landlord and Tenant agree that
the provisions of this Section 13 and all other provisions of this Lease shall
exclusively govern the rights and obligations of the parties with respect to any
Taking of any portion of the Building or Premises and hereby waive any statutory
or common law rights or provisions inconsistent herewith.

14.      INDEMNIFICATION

         14.1     TENANT'S INDEMNITY. Subject to the provisions of Sections 11.3
and 14.3 and limited to the extent of insurance provided by Tenant hereunder,
Tenant shall indemnify, protect, defend (with counsel approved by Landlord), and
hold Landlord harmless from and against any and all claims, demands, actions,
obligations, losses, liabilities, damages, costs, and expenses (including,
without limitation, reasonable attorneys' fees and other professional fees),
incurred by or asserted against Landlord in connection with any claim, action,
or demand for bodily injury or death or property damage arising out of any
negligent act or omission or willful misconduct, of Tenant or of any of Tenant's
employees, officers, agents, contractors, or representatives (each, a "TENANT
PARTY") occurring on or about the Premises, excluding any claims for lost
profits, loss in value, or other consequential damages; provided, however, that
the foregoing shall not apply to the extent of any (a) negligence or willful
misconduct of Landlord or any Landlord Party, or (b) breach of any of Landlord's
warranties or obligations hereunder.

         14.2     LANDLORD'S INDEMNITY. Subject to the provisions of Sections
11.3 and 14.3 and limited to the extent of insurance provided by Landlord
hereunder, Landlord shall indemnify, protect, defend (with counsel approved by
Tenant), and hold Tenant harmless from and against any and all claims, demands,
actions, obligations. losses, liabilities, damages, costs, and expenses
(including, without limitation, reasonable attorneys' fees and other
professional fees), incurred by or asserted against Tenant in connection with
any claim, action or demand for bodily injury or death or property damage
arising out of any negligent act or omission or willful misconduct of Landlord
or of any of Landlord's employees, officers, agents, contractors, or
representatives (each, a "LANDLORD PARTY") occurring on or about the Premises,
excluding any claims for lost profits, loss in value, or other consequential
damages; provided,

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<PAGE>

however, that the foregoing shall not apply to the extent of any (a) negligence
or willful misconduct of Tenant or any Tenant Party, or (b) breach of any of
Tenant's warranties or obligations hereunder.

         14.3     RECIPROCAL INDEMNITY AS TO PROPERTY DAMAGE FOR INSURED PARTY.
Tenant shall indemnify, protect, defend (with counsel approved by Landlord), and
hold Landlord harmless from and against, and hereby waives any claim against
Landlord for any and all claims, demands, obligations, liabilities, damages,
losses, actions, costs, and expenses (collectively, the "CLAIMS AND EXPENSES"),
including, without limitation, claims for reimbursement of deductibles or
self-insured retentions, resulting from damage to any tenant improvements within
the Premises or any property of Tenant within the Premises to the extent such
Claims and Expenses result from a peril insured under Tenant's insurance
(without regard to whether Tenant in fact carries such insurance), to be carried
under Section 11.1.1. Landlord shall indemnify, protect, defend (with counsel
satisfactory to Tenant), and hold Tenant harmless from and against, and hereby
waives any claim against Tenant for, any and all Claims and Expenses (including,
without limitation, claims for reimbursement of deductibles or self-insured
retentions) resulting from damage to the Premises (but excepting any and all
Claims and Expenses resulting from damage to any property within the Premises
with respect to which Tenant has an obligation to insure under Section 11.1.1),
to the extent such Claims and Expenses result from a peril insured under
Landlord's insurance (without regard to whether Landlord in fact carries such
insurance) to be carried by Landlord under Section 11.1.2.

15.      SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES

         15.1     SUBORDINATION. Subject to the provisions of this Lease and
Landlord's delivery to Tenant of non-disturbance agreements as required in
Section 15.2, this Lease and the rights of Tenant hereunder shall, at the option
of Landlord, be subject and subordinate to any and all deeds of trust, security
interests, mortgages, master leases, ground leases, or other security documents
and all modifications, renewals, and replacements thereof (collectively,
"SECURITY DOCUMENTS") which now or hereafter constitute a lien upon the
Premises.

         15.2     NON-DISTURBANCE AGREEMENTS. With respect to each Security
Document applicable to the Premises, Landlord shall use its best efforts to
obtain and deliver to Tenant, as soon as reasonably possible, a commercially
reasonable non-disturbance agreement from the appropriate holder thereof.

         15.3     ESTOPPEL CERTIFICATES. Landlord and Tenant shall, at any time
upon not less than ten (10) days prior written notice, execute and deliver to a
prospective new landlord, lender, or assignee or subtenant of Tenant, or other
appropriate third party, as the case may be, a statement in writing (a)
certifying that this Lease is unmodified and in full force and effect, or if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect, (b) the date to which the
rent and other charges are paid in advance, if any and (c) acknowledging that
there are not, to the party's best knowledge, any uncured defaults or
unfulfilled obligations on the part of the other party hereunder, or specify
such defaults or unfulfilled obligations if any are claimed.

16.      REPRESENTATIONS AND WARRANTIES

         16.1     FIRST CLASS PREMISES. Landlord hereby represents, warrants,
and agrees that (a) the Premises and the Building shall (i) be structurally
sound, and (ii) comply with all Laws, and all applicable covenants, conditions,
and restrictions in effect on the date hereof, and (b) the Premises and the
plumbing, fire and life safety systems, lighting, loading door systems and
heating and ventilating systems contained in the Premises (collectively, the
"Systems") shall be in good operating condition as of the Delivery Date;
provided that Tenant shall have thirty (30) days from the Commencement Date to
notify Landlord as to any defect in any of the Systems and that, thereafter, the
maintenance and repair of such Systems shall be

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<PAGE>

subject to the provisions of Section 7.2 hereof. Notwithstanding any provision
of this Section 16 to the contrary, Landlord make no representations or
warranties with respect to zoning or other laws or ordinances relating solely to
the use and occupancy of the Premises by Tenant.

         16.2     TITLE AND USE. Landlord hereby represents, warrants and agrees
that (a) Landlord owns fee title to the Premises, (b) the provisions of this
Lease do not (and during the Term will not) conflict with or violate the
provisions of existing or future agreements between Landlord and third parties
or any matter or instrument affecting title to the Premises, including, without
limitation, any covenants, conditions, restrictions, or easements applicable to
the Premises, (c) Tenant shall have throughout the Lease Term reasonably
unobstructed access to the Premises and the Building, including the parking and
delivery facilities thereto, subject to Section 10.

         16.3     HAZARDOUS MATERIAL.

                  16.3.1   LANDLORD WARRANTY. Except as set forth in the
Environmental Reports, as hereinafter defined, Landlord hereby represents,
warrants and agrees that, to the best of its knowledge (i) no known or suspected
release, discharge, emission, installation, or disposal of any Hazardous
Material (defined below) has occurred in, on, at, under, above, or about the
Premises or the Building to date, (ii) the soil, ground water, and improvements
on or under the Premises are free of any Hazardous Material, and (iii) except as
to Tenant's operations, at all times during the Term, Landlord shall comply with
all Laws governing the generation, handling, treatment, storage, use,
transportation, release, discharge, and disposal of any Hazardous Material.
Tenant hereby acknowledges receipt of the following documentation: the Report of
Results - Environmental Site Assessment Phase I, Palmetto Corporate Complex,
dated March 31, 1998; the Report of Results - Environmental Site Assessment
Phase II, Palmetto Corporate Complex, dated April 17, 1998; and the March 15,
2000 letter to Tom Bopp from Scott A. Russell, MS and captioned "The Summary of
Environmental Reports, Palmetto Business Park;" all issued by Environmental
Safety Consultants, Inc. of Bradenton, Florida (collectively, the "Environmental
Reports").

                  16.3.2   TENANT'S OBLIGATIONS.

                           (a)      Tenant shall notify Landlord of any
Hazardous Materials that Tenant uses, handles, or stores in, on, or about the
Premises within thirty (30) days of Tenant's commencement of such use, handling,
or storage of such Hazardous Materials in, on, or about the Premises. Tenant
hereby agrees that it will remediate both during and following the Term, to the
satisfaction of the applicable governmental and regulatory agencies and, to the
extent the same are not inconsistent therewith, on a basis consistent with
applicable Laws, any release of Hazardous Material which is required to be
remediated under applicable Laws, to the extent such release results or resulted
from the negligent or intentional acts or omissions of Tenant, any Tenant Party
(defined in Paragraph 14.1), or any invitee thereof. In those instances where
Tenant has a duty to remediate pursuant to the immediately preceding sentence,
Tenant shall commence the process necessary for such remediation with reasonable
promptness following the receipt of written notice from Landlord or any
applicable governmental or regulatory agency of the governmental requirement for
such remediation, and thereafter shall pursue such remediation to completion
with reasonable promptness. Tenant hereby agrees that any such remediation
required under this Section 16.3.2 shall be conducted in a manner consistent
with the standard of remediation applied to similar contaminations by owners of
comparable commercial projects in the municipal area in which the Premises is
located. In the event contamination by Hazardous Materials occurs in, on at,
under, above, or about the Property by reason of the negligent or intentional
acts or omissions of Tenant, any Tenant Party, or any invitee thereof, Tenant
shall indemnify, defend, protect, and hold Tenant harmless from all claims and
actions asserted by governmental or regulatory authorities, adjacent landowners,
or other lessees arising therefrom. Notwithstanding any provision of this
Section

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<PAGE>

16.3 to the contrary, (i) Tenant shall not be responsible for any current,
pre-existing, or future contamination of the Premises by Hazardous Material to
the extent such contamination did not result from the negligent or intentional
acts of Tenant or any Tenant Party, and (ii) Tenant shall have no obligation to
pay to or to reimburse Landlord for (or otherwise bear) any expense, cost or
liability to the extent the same did not result from the negligent or
intentional acts or omissions of Tenant, any Tenant Party or any invitee
thereof.

                           (b)      With reasonable promptness following
acquisition of actual knowledge of any material release of Hazardous Material
in, on, at, under, above, or about the Premises which Tenant is required to
remediate pursuant to this Section 16.3.2, Tenant shall notify Landlord of the
existence of such release; provided, however that Tenant shall not be deemed to
have actual knowledge of any such release unless and until the executive
management personnel of Tenant shall become actually aware of the existence of
such release.

                  16.3.3   LANDLORD'S OBLIGATIONS. In the event contamination by
Hazardous Material occurs or has occurred in, on at, under, above, or about the
Premises other than by reason of the negligent or intentional acts or omissions
of Tenant, any Tenant Party, or any invitee thereof, (i) Tenant shall have no
responsibility whatsoever to Landlord with respect to the existence or
remediation of such contamination, (ii) Landlord shall indemnify, defend,
protect; and hold Tenant harmless from all claims and actions asserted by
governmental or regulatory authorities, adjacent landowners, or other lessees
arising therefrom, (iii) Landlord shall promptly commence and diligently
prosecute to completion a remediation program or programs with respect thereto
approved by all appropriate governmental and regulatory agencies and which is in
compliance with all Laws, (iv) to the extent that such contamination and/or
remediation of same materially interferes with Tenant's use and enjoyment of the
Premises or operation of Tenant's business thereon, Tenant's obligation to pay
Basic Monthly Rent and other changes payable hereunder shall abate, on a basis
proportionate to the scope and degree of such interference, for the duration of
such interference, and (v) if such contamination and/or remediation of same does
materially interfere with the operation of Tenant's business at the Premises and
has continued for a period in excess of One Hundred and Fifty (150) days (or
under the circumstances is likely to continue for such period), Tenant shall
have the right to terminate this Lease at any time prior to the cessation of
such interference by delivery of thirty (30) days prior written notice to
Landlord.

                  16.3.4   "HAZARDOUS MATERIAL" DEFINED. As used herein, the
term "HAZARDOUS MATERIAL" includes any hazardous, explosive, radioactive, or
toxic substance, material, or waste which is or becomes regulated by any local
governmental authority in the state in which the Premises is located or the
United States, including, without limitation, any material or substance which is
(a) defined or listed as a "hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous substance," "hazardous material,"
"pollutant," or "contaminant" under any Law, (b) a petroleum or a petroleum
derivative, (c) a flammable explosive, (d) a radioactive material, (e) a
polychlorinated biphenyl, (f) asbestos or an asbestos derivative, (g) urea
formaldehyde foam insulation, or (h) radon gas.

                  16.3.5   SURVIVAL. Notwithstanding any provision to the
contrary contained in this Lease, the provisions of this Section 16.3 shall
survive the expiration or earlier termination of this Lease.

17.      DEFAULT

         17.1     TENANT DEFAULT.

                  (a)      The occurrence of any of the following shall
constitute a material default (a "TENANT DEFAULT") of this Lease by Tenant: (i)
any failure by Tenant to pay any installment of Basic Monthly Rent or to make
any other payment required to be made by Tenant hereunder when due, where

                                       12

<PAGE>

such failure continues for ten (10) days after the due date; or (ii) any failure
by Tenant to perform or comply with any other provision of this Lease, to be
performed or complied with by Tenant, where such failure continues for thirty
(30) days after delivery of written notice of such failure by Landlord to
Tenant; provided, however, that if the nature of such default is such that the
same cannot reasonably be cured within such thirty (30) day period, there shall
not be a Tenant Default if Tenant shall, within thirty (30) days of such notice
commence such cure, and thereafter diligently prosecute such cure to completion.

                  (b)      In the event of the occurrence of a Tenant Default,
Landlord shall have the option to terminate this Lease by giving written notice
of such termination. In the event that Landlord shall elect to so terminate this
Lease, then Landlord may recover from Tenant: (i) the worth at the time of award
of any unpaid rent which had been earned at the time of such termination; plus
(ii) the worth at the time of award of the amount by which the unpaid rent which
would have been earned after termination until the time of award exceeds the
amount of such rental loss which reasonably could have been avoided; plus (iii)
the worth at the time of award of the amount by which the unpaid rent for the
balance of the Term after the time of award exceeds the amount of such rental
loss which reasonably could be avoided; and (iv) any other amount reasonably
necessary to compensate Landlord for all detriment proximately caused by the
Tenant Default.

                  (c)      As used in subsections (b)(i) and (b)(ii) above, the
"worth at the time of the award" is computed by allowing interest at the rate of
ten percent (10%) per annum. As used in subsection (b)(iii) above, the "worth at
the time of award" is computed by discounting such amount at the discount rate
of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%). In the event of any Tenant Default, Landlord shall have an
obligation to take promptly all action reasonably available to it to mitigate
its damages.

                  (d)      In addition, in the event of a Tenant Default,
Landlord may cure the same at the expense of Tenant (i) immediately and without
notice in the case, of emergency or where such default will result in a material
violation of Law by Landlord, if not cured immediately, and (ii) in any other
case if such default continues for thirty (30) days following the receipt by
Tenant of written notice of such default from Landlord. All reasonable costs
incurred by Landlord in curing such default shall be reimbursable by Tenant as
additional rent hereunder within thirty (30) days of demand therefor.

         17.2     LANDLORD DEFAULT.

                  (a)      The occurrence of any of the following shall
constitute a material default (a "LANDLORD DEFAULT") of this Lease by Landlord:
(i) any failure by Landlord to perform or comply with any other material
provision of this Lease, to be performed or complied with by Landlord, where
such failure continues for thirty (30) days after delivery of written notice of
such failure by Tenant to Landlord; provided, however, that if the nature of
such default is such that the same cannot reasonably be cured within such thirty
(30) day period, there shall not be a Landlord Default if Landlord shall, within
thirty (30) days of such notice, commence such cure and thereafter diligently
prosecute such cure to completion; or (ii) any representation or warranty of
Landlord being false or misleading in any material respect when made.

                  (b)      If the Landlord Default materially and adversely
affects Tenant's rights under this Lease and cannot be cured within a reasonable
time or at a reasonable cost by Tenant, Tenant may terminate this Lease. If
Tenant terminates this Lease, Tenant may recover all damages it incurs resulting
therefrom. Notwithstanding the foregoing, before exercising any Termination
Right, Tenant shall provide any mortgagee of the property of which the Premises
is a part ("Mortgagee") with notice of the breach or default by Landlord giving
rise to same (the "Default Notice") and, thereafter, the opportunity to cure
such breach or default as provided for herein. After Mortgagee receives a
Default Notice, Mortgagee shall

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<PAGE>

have a period of thirty (30) days in which to cure the breach or default by
Landlord. Mortgagee shall have no obligation to cure (and shall have no
liability or obligation for not curing) any breach or default by Landlord,
except to the extent that Mortgagee agrees or undertakes otherwise in writing.
In addition, as to any breach or default by Landlord the cure of which requires
possession and control of the Property, provided only that Mortgagee undertakes
to Tenant by written notice to Tenant within thirty (30) days after receipt of
the Default Notice to exercise reasonable efforts to cure or cause to be cured
by a receiver such breach or default within the period permitted by this
paragraph, Mortgagee's cure period shall continue for such additional time (the
"Extended Cure Period") as Mortgagee may reasonably require to either: (i)
obtain possession and control of the Property with due diligence and thereafter
cure the breach or default with reasonable diligence and continuity; or (ii)
obtain the appointment of a receiver and give such receiver a reasonable period
of time in which to cure the default.

                  (c)      In addition in the event of a Landlord Default,
Tenant may cure the same at the expense of Landlord (i) immediately and without
notice in the case of emergency or where such default will result in a material
violation of Law by Tenant, if not cured immediately and (ii) in any other case
if such default continues for thirty (30) days following the receipt by Landlord
of written notice of such default from Tenant. All costs incurred in good faith
by Tenant in curing such default shall be reimbursable by Landlord within thirty
(30) days of demand.

18.      ACCESS

         Landlord shall, upon reasonable advanced notice to Tenant (except in an
emergency), have the right during the Term hereof at all reasonable times during
Tenant's business hours (a) to inspect the Premises and to show the same to
prospective mortgagees and purchasers; (b) during the last six (6) months of the
Term, to show the same to prospective tenants; (c) at all times to make repairs
or replacements as required by this Lease or as may be necessary; provided,
however, that Landlord shall use all reasonable efforts not to disturb Tenant's
use and occupancy of the Premises. Tenant may designate one (1) or more areas in
the Premises as secure areas, and Landlord shall have no right of access thereto
without being accompanied by Tenant's designated representative except in the
case of emergencies.

19.      RIGHT OF FIRST REFUSAL

         Tenant shall have a one (1) year right of first refusal to lease Bays
9, 10 and 11 (excluding the common access areas) in the Building as more
particularly set forth on EXHIBIT "C" attached hereto (the "Expansion Space"),
provided, however, Tenant is not in default of this Lease on the date of
exercise of its right of first refusal and has not been in default of this Lease
more than two (2) times during the Term. Prior to leasing any portion of the
Expansion Space to another tenant, Landlord shall first give Tenant a written
notice containing the rental amount as agreed between the proposed tenant and
Landlord (the "Expansion Notice"). Tenant shall have ten (10) business days from
the date of the Expansion Notice to exercise its right of first refusal, and
shall have five (5) business days thereafter to execute an amendment to this
Lease with Landlord incorporating the Expansion Space at the rental amount set
forth in the Expansion Notice (the "Expansion Amendment"). The term for the
Expansion Space shall be coterminous with the Term hereunder. The right of first
refusal is personal to Tenant and, except as set forth in Paragraph 9.1 herein,
may not be assigned without Landlord's written consent which may be withheld in
its sole discretion. Time is of the essence with regard to Tenant's obligations
hereunder. Accordingly, if Landlord does not receive notice, or the executed
Expansion Amendment, from Tenant within the express time periods set forth
herein, Tenant's right of first refusal shall be terminated and Landlord shall
be free to lease the Expansion Space to another tenant.

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<PAGE>

20.      MISCELLANEOUS

         20.1     ATTORNEYS' FEES. In the event of any legal action or
proceeding brought by either party against the other arising out of this Lease,
the prevailing party shall be entitled to recover reasonable attorneys' fees and
costs incurred in such action. Such amounts shall be included in any judgment
rendered in any such action or proceeding.

         20.2     WAIVER. No waiver by either Landlord or Tenant of any
provision of this Lease or of any breach by the other party hereunder shall be
deemed to be a waiver of any other provision hereof, or of any subsequent breach
by such party. Any consent to or approval of any act given by either party
hereunder shall not be deemed to render unnecessary the obtaining of Tenant's
consent to or approval of any subsequent act of Landlord.

         20.3     NOTICES. All notices which Landlord or Tenant may be required,
or may desire, to serve on the other must be in writing and may be served by
personal service, or as an alternative to personal service, by mailing the same
by registered or certified mail, postage prepaid, or by a reputable overnight
delivery service (such as Federal Express or the like) addressed as set forth in
Item 6 of the Basic Lease Provisions, or addressed to such other address or
addresses as either Landlord or Tenant may from time to time designate to the
other in writing.

         20.4     HOLDING OVER. If Tenant holds over after the expiration or
earlier termination of the Term hereof, with or without the express or implied
consent of Landlord, Tenant shall become and be a month to month tenant at 125%
of the Basic Monthly Rent then payable during the final Lease Year of the Term
and otherwise upon the terms, covenants and conditions herein specified, so far
as applicable.

         20.5     QUIET POSSESSION. Landlord covenants, warrants and agrees that
Tenant shall lawfully, peaceably and quietly have, hold, occupy and enjoy the
Premises during the Term without hindrance, claim, ejection or interference by
Landlord or any other person or entity. Landlord shall take all necessary steps
to secure and to maintain for the benefit of Tenant such quiet, peaceful
possession.

         20.6     SUCCESSORS AND ASSIGNS. Except as otherwise provided in this
Lease, all of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors and assigns.

         20.7     BROKERS. Tenant and Landlord each warrants to the other that
it has had no dealings with any real estate broker or agent in connection with
the Premises and this Lease, and that it knows of no real estate broker or agent
who is or might be entitled to a commission in connection with this Lease other
than Cushman & Wakefield, Colliers Arnold and Hart Corporation ("Broker").
Landlord shall only pay the real estate brokerage commission due to Broker and
any real estate broker or agent entitled to a commission in connection with this
Lease if claimed through the actions of Landlord. Tenant shall pay any other
commission or finder's fee due if claimed through the actions of Tenant.

         20.8     EXAMINATION OF LEASE. Submission of this instrument for
examination or signature does not constitute a reservation of or option for
lease, and it is not effective as a lease or otherwise until execution by
Landlord and Tenant and delivery to Tenant of a fully-executed copy.

         20.9     TIME. Time is of the essence of this Lease and each and all of
its provisions.

         20.10    DEFINED TERMS AND MARGINAL HEADINGS. The words "Landlord" and
"Tenant" as used herein shall include the plural as well as the singular. The
marginal headings and titles to the articles of

                                       15

<PAGE>

this Lease are not a part of this Lease and shall have no effect upon the
construction or interpretation of any part hereof. The terms set forth below
shall have the meanings given to them in the sections noted:

<TABLE>
<S>                             <C>
AFFILIATE                       9.1
ALTERATIONS                     6.1
BASIC MONTHLY RENT              2.1.1
BUILDING                        Basic Lease Provisions
CLAIMS & EXPENSES               14.3
COMMENCEMENT DATE               4.3
COMMON AREA EXPENSES            22.2
COMMUNICATION DEVICE            6.2
COMPUTATION YEAR                3.3
DELIVERY DATE                   4.2
ESSENTIAL BUILDING SERVICES     8.2
HAZARDOUS MATERIAL              16.3.4
INSURANCE CAP                   11.1.2
LANDLORD DEFAULT                17.2(a)
LANDLORD PARTY                  14.2
LATE CHARGE                     2.1.2
LAWS                            4.1
LEASE YEAR                      2.1.1
OUTSIDE DELIVERY DATE           4.4
PARTIAL LEASE MONTH             2.1.2
PARTIAL LEASE MONTH RENT        2.1.2
PREMISES                        Basic Lease Provisions
PROPERTY                        Basic Lease Provisions
SECURITY DOCUMENTS              15.1
SECURITY EQUIPMENT              6.2
STANDARD LEASE PROVISIONS       Basic Lease Provisions
TAKING                          13.1
TENANT DEFAULT                  17.1 (a)
TENANT PARTY                    14.1
TENANT USERS                    10
TENANT'S PROPERTY               6.3
TENANT'S SHARE                  Basic Lease Provisions
TERM                            1.1
UTILITIES                       8.1
</TABLE>

         20.11    CONFLICT OF LAWS; PRIOR AGREEMENTS; SEPARABILITY. This Lease
shall be governed by and construed pursuant to the laws of the state in which
the Premises is situated. This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease. No
prior agreement, understanding or representation pertaining to any such matter
shall be effective for any purpose. No provision of this Lease may be amended or
added except by an agreement in writing signed by both parties hereto or their
respective successors in interest. The illegality, invalidity or
unenforceability of any provision of this Lease shall in no way impair or
invalidate any other provision of this Lease, and such remaining provisions
shall remain in full force and effect.

         20.12    AUTHORITY. If Landlord is a corporation, each individual
executing this Lease on behalf of Landlord hereby covenants and warrants that
Landlord is a duly authorized and existing corporation, that Landlord has and is
qualified to do business in the state in which the Premises is situated, that
the corporation has full right and authority to enter into this Lease, and that
each person signing on behalf of

                                       16

<PAGE>

the corporation is authorized to do so. If Landlord is a partnership or trust,
each individual executing this Lease on behalf of Landlord hereby covenants and
warrants that he is duly authorized to execute and deliver this Lease on behalf
of Landlord in accordance with the terms of such entity's partnership or trust
agreement. Either party shall provide the other party on demand with such
evidence of such authority as the other party shall reasonably request,
including, resolutions and certificates.

         20.13    REASONABLENESS STANDARD. Except as otherwise provided in this
Lease, whenever the consent or approval of a party hereto is required hereunder,
such consent or approval shall not be unreasonably withheld or delayed by that
party, and whenever this Lease grants a party hereto the right to take action,
exercise discretion, make a judgment or other determination, or request or
require documents or other items of information, such parties shall act
reasonably and in good faith. Neither party hereto shall take any action solely
for the purpose of frustrating the other party's reasonable expectations
concerning the benefits to be enjoyed hereunder, and this Lease shall at all
times be construed to effectuate the reasonable expectations of sophisticated
parties concerning the benefits to be enjoyed hereunder.

21.      MEDIATION

         Landlord and Tenant shall attempt to resolve any dispute relating to
this Lease or the breach thereof through good faith negotiations. If such
negotiations fail, the dispute shall first be submitted for initial fact-finding
and non-binding mediation to a neutral third-party reasonably acceptable to both
Landlord and Tenant in the City of Pittsburgh, Pennsylvania. Such mediator shall
be selected within thirty (30) days of written notice by either party demanding
such fact-finding and mediation. The cost of such fact-finding and mediation
shall be borne equally between Landlord and Tenant. If Landlord and Tenant
cannot resolve such dispute within ninety (90) days of the initial demand for
such fact-finding and mediation, Landlord and Tenant reserve all rights they may
have at law.

22.      COMMON AREAS

         22.1     Common Areas Defined. In addition to the Premises, Tenant
shall have the use of those certain common areas to be designated by the
Landlord from time to time on the Property; such areas shall include, but not be
limited to, parking areas, access roads and facilities, interior corridors,
sidewalks, driveways and landscaped and open areas (collectively, the "Common
Areas"). The use of the Common Areas shall be for the non-exclusive use of
Tenant and Tenant's employees, agents, suppliers, customers and patrons, in
common with Landlord and all other tenants of the Property and all such other
persons to whom Landlord has previously granted, or may hereinafter grant,
rights of usage; provided that such nonexclusive use shall be expressly subject
to such reasonable rules and regulations which may be adopted by the Landlord
from time to time. Tenant shall not be entitled to use the common areas for
storage of goods, vehicles, refuse or any other items. Landlord reserves the
right to alter, modify, enlarge, diminish, or reduce the Common Areas from time
to time in its sole discretion; provided, however, it does not unreasonably and
materially interfere with Tenant's use and occupancy of the Premises. If Tenant
shall use any of the Common Areas for storage of any items, Tenant shall pay all
fines imposed upon either Landlord or Tenant by any fire, building or other
regulatory body, and Tenant shall pay all costs incurred by Landlord to clear
and clean the Common Areas and dispose of such items, including but not limited
to, a disposal fee of twenty-five dollars ($25.00) for each pallet or other
container and fifty dollars ($50.00) for each drum, together with any additional
costs for testing and special disposal, if required.

         22.2     COMMON AREA EXPENSES.

                  22.2.1   Definition. "Common Area Expenses" shall mean the
aggregate amount of the total costs and expenses paid or incurred by Landlord in
any way connected with or related to (i) the

                                       17

<PAGE>

operation, repair and maintenance of the Common Areas and the Property (except
for areas of the Property leased to other tenants), including, without
limitation, electricity, gas, water, sewer and other utilities, trash removal,
security, snow plowing, landscaping, mowing and weed removal, sweeping and
janitorial services, on-site manager and related expenses, office expenses,
electrical, plumbing, sprinkler and HVAC repair and maintenance, alarm and
sprinkler system testing, maintenance and repair, repair, resurfacing and
restriping of all parking areas, loading and unloading areas, trash areas,
roadways, driveways, walkways, common signage, painting of the Buildings and
Property, fence and gate repair and maintenance, repair and replacement of all
lighting facilities, and any and all other repairs and maintenance to the Common
Areas and the Property (except for areas of the Property leased to other
tenants), and (ii) the furnishing of or contracting for any service generally
provided to the tenants of the Property by Landlord, including, without
limitation, managerial fees (not to exceed 3% of the gross rental income from
the Property) and administrative expenses related to the Property (not to exceed
10% of the Common Expenses). The computation of Common Area Expenses shall be
made in accordance with generally accepted accounting principles.
Notwithstanding the foregoing, for purposes of calculating Tenant's Share, only
one-half of the actual expenses relating to the environmental monitoring of the
Property shall be included as part of the Common Area Expenses.

                  22.2.2   Adjustments to Tenant's Share. In the event that
either the Building Area or the Total Rentable Area are changed, Tenant's Share
will be appropriately adjusted by Landlord. For purposes of the Computation Year
in which such change occurs, Tenant's Share shall be determined on the basis of
the number of days during such Computation Year at each such percentage.

                  22.2.3 Payment of Tenant's Share. In addition to Basic Monthly
Rent, and beginning on the Commencement Date, Tenant shall pay to Landlord,
monthly, in advance, one-twelfth (1/12) of Tenant's Share due for each
Computation Year, in an amount estimated by Landlord and billed by Landlord to
Tenant ("Estimated Expenses"). Landlord shall have the right to reasonably
revise such estimates from time to time and to adjust Tenant's monthly payments
accordingly, subject to any caps thereon as set forth in the Basic Lease
provisions. If either the Commencement Date or the expiration of the Term shall
occur on a date other than the first or last day of a Computation Year
respectively, Tenant's Share for such Computation Year shall be in the
proportion that the number of days the Lease was in effect during such
Computation Year bears to 365. With reasonable promptness after the expiration
of each Computation Year, Landlord shall furnish Tenant with a statement of the
actual expenses ("Actual Expenses"), setting forth in reasonable detail the
Common Area Expenses for such Computation Year and Tenant's Share. If the actual
Common Area Expenses for such Computation Year exceed the estimated Common Area
Expenses paid by Tenant for such Computation Year, Tenant shall pay to Landlord
the difference between the amount paid by Tenant and the actual Common Area
Expenses within thirty (30) days after the receipt of Landlord's Expense
Statement, subject to any caps thereon as set forth in the Basic Lease
provisions . If the total amount paid by Tenant for any such Computation Year
shall exceed the actual Common Area Expenses for such Computation Year, such
excess shall be credited against the next installments of Tenant's Share due
from Tenant to Landlord hereunder. Neither Landlord's failure to deliver, nor
late delivery of, the Estimated or Actual Expenses shall constitute a default by
Landlord hereunder or a waiver of Landlord's right to collect any payment
provided for herein.

23.      OPTIONS TO EXTEND

         Landlord hereby grants to Tenant three (3) options to extend the Term
for the Premises for an additional five (5) years per extended option term, upon
each and all of the terms and conditions of this Lease as amended below;
provided, however, Tenant is not in default of this Lease on the date of
exercise of the option and has not been in material default of this Lease more
than two (2) times during the Term, as extended. Tenant shall give to Landlord
written notice on or prior to nine (9) months before expiration of the then
current Lease Term or first option period of the exercise of the option(s) to
extend this Lease

                                       18

<PAGE>

for such additional term, time being of the essence. The Term as defined in
Section 1.1 herein shall also include any options to extend properly exercised
hereunder. If notice of exercise of any current option is not timely given, all
further options shall automatically expire. The rent for the option terms shall
as set forth in Item 4(b) of the Basic Lease provisions. The options are
personal to Tenant and may not be assigned by Tenant, except in compliance with
Section 9.1 herein, without Landlord's written consent which may be withheld in
its sole discretion.]

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