<PAGE>

                               AGREEMENT OF LEASE
                                     BETWEEN
                      PHILADELPHIA FREEDOM PARTNERS, L.P.,
                                    LANDLORD
                                       AND
                           OWOSSO CORPORATION, TENANT

                                TABLE OF CONTENTS

                                                                        Page
                                                                        ----

 1.         Term                                                             1
 2.         Base Rent                                                        1
 3.         Improvement and Fixturing of Premises                            2
            (a)  Landlord's Work                                             2
            (b)  Tenant's Work                                               2
            (c)  Tenant Delay                                                2
            (d)  Access; Acceptance of Work                                  3
            (e)  Delivery of Possession                                      3
            (f)  Occupancy                                                   3
 4.         Additional Rent                                                  3
            (a)  Definitions                                                 4
            (b)  Expense Adjustment                                          6
            (c)  Adjustment for Services not Rendered
                 by Landlord                                                 7
            (d)  Tax Adjustment                                              8
            (e)  Partial Year                                                8
            (f)  Disputes                                                    9
            (g)  Place of Payment                                            9
            (h)  Tenant Taxes                                               10
            (i)  Delay in Computation                                       10
            (j)  No Credit                                                  10
 5.         Use of Premises                                                 10
 6.         Condition of Premises                                           10
 7.         Services                                                        11
            (a)  List of Services                                           11
            (b)  Billing for Electricity                                    13
            (c)  Interruption of Services                                   14
 8.         Alterations                                                     15
 9.         Liens                                                           16
10.         Insurance and Waiver of Subrogation                             16
11.         Fire or Casualty                                                18
12.         Waiver of Claims - Indemnification                              19
13.         Nonwaiver                                                       20
14.         Condemnation                                                    21
15.         Assignment and Subletting                                       22
16.         Holdover                                                        24


<PAGE>


17.         Estoppel Certificate                                            25
18.         Subordination                                                   26
19.         Certain Rights Reserved by Landlord                             28
20.         Rules and Regulations                                           30
21.         Landlord's Remedies                                             30
22.         Expenses of Enforcement                                         34
23.         Covenant of Quiet Enjoyment                                     34
24.         Letter of Credit                                                35
25.         Real Estate Broker                                              36
26.         Miscellaneous                                                   36
            (a)  Rights Cumulative                                          36
            (b)  Captions and Usage                                         36
            (c)  Binding Effect                                             36
            (d)  Lease Contains All Terms                                   37
            (e)  Delivery for Examination                                   37
            (f)  No Air Rights                                              37
            (g)  Modification of Lease                                      37
            (h)  Intentionally Omitted                                      37
            (i)  Transfer of Landlord's Interest                            37
            (j)  Prohibition Against Recording                              38
            (k)  Covenants and Conditions                                   38
            (l)  Relationship of Parties                                    38
            (m)  Application of Payments                                    38
            (n)  Partial Invalidity                                         39
            (o)  Waiver of Trial by Jury                                    39
            (p)  Tenant's Authority                                         39
            (q)  Moving Allowance                                           39
            (r)  Landlord Representation                                    39
27.         Notices                                                         39
28.         Hazardous Substances                                            40
29.         Americans with Disabilities Act                                 42
          
EXHIBITS
--------

"A" - Plan
"B" - Landlord's Work
"C" - Rules and Regulations
"D" - Schedule of Base Rent
"E" - Rules and Regulations for Work Performed by Tenant
      or Tenant's Contractors
"F" - Form of Letter of Credit
<PAGE>



                                  OFFICE LEASE
                                  ------------

                               THE TRIAD BUILDING
                           2200 RENAISSANCE BOULEVARD
                               KING OF PRUSSIA, PA


         THIS AGREEMENT OF OFFICE LEASE is made as of the 6th day of September,
1996 (hereinafter referred to as the "Lease") between PHILADELPHIA FREEDOM
PARTNERS, L.P., a Delaware limited partnership (hereinafter referred to as
"Landlord"), and OWOSSO CORPORATION, a Pennsylvania corporation, whose present
address is One Tower Bridge, 100 Front Street, Suite 1400, West Conshohocken, PA
19428 (hereinafter referred to as "Tenant").

                                   WITNESSETH:
                                   ----------

         Landlord hereby leases to Tenant, and Tenant hereby accepts from
Landlord, the premises (hereinafter referred to as the "Premises") containing
approximately 12,715 square feet of rentable area on the first floor, and, as of
the date of this Lease, currently known as Suite 150, and designated on the plan
attached hereto as Exhibit "A" in the building known as The Triad Building, 2200
Renaissance Boulevard, King of Prussia, Pennsylvania (hereinafter referred to as
the "Building") located on land (hereinafter referred to as the "Land" and the
Building and the Land are sometimes hereinafter together called the "Property"),
subject to the covenants, terms, provisions and conditions of this Lease.

         In consideration thereof, Landlord and Tenant covenant and agree as
follows:

          1. Term. The term of this Lease (the "Term") shall commence on that
date (the "Commencement Date") which is the sooner of October 1, 1996 (the
"Scheduled Commencement Date") or the date upon which Tenant shall have
commenced occupancy of any part of the Premises and, unless sooner terminated as
provided herein, shall end, absolutely and without the need for notice from
either party to the other, on September 30, 2006 (the "Termination Date").

         2. Base Rent. Subject to adjustment as herein provided, the Base Rent
to be paid hereunder shall be in accordance with Exhibit "D" attached hereto and
made a part hereof, per annum which shall be paid in advance on or before the
first day of each calendar month during the Term, in equal monthly installments
in accordance with Exhibit "D" attached hereto and made a part hereof, provided,
however, that Tenant shall pay the first full monthly installment at the time of

                                       1
<PAGE>

execution of this Lease. If the Term commences other than on the first day of a
month or ends other than on the last day of a month, the Base Rent for such
month shall be prorated. The Base Rent for the portion of the month in which the
Term commences shall be paid on the first day of the first full month of the
Term.

          3. Improvement and Fixturing of Premises.

                  (a) Landlord's Work. Landlord shall (at its cost and expense
except as noted below) construct the Premises for Tenant's use and occupancy in
accordance with plans and specifications prepared by Polek Schwartz Architects,
incorporating in such construction all items of Landlord's work described in
Exhibit "B" (the "Final Plans"). The parties hereto acknowledge and agree that
Landlord has budgeted the sum of One Hundred Thirty-Nine Thousand Eight Hundred
Sixty-Five Dollars ($139,865.00) for the construction of the improvements to the
Premises as set forth in the Final Plans (which includes a six (6) percent
construction management fee) and Tenant shall be responsible for the cost of all
improvements in excess of such allowance.

                  (b) Tenant's Work. All work in or upon the Premises required
for Tenant to open for business in addition to the items of Landlord's Work
specifically enumerated as Landlord's Work in Exhibit "B" shall be "Tenant's
Work" and shall be performed by Tenant at Tenant's cost and expense. Landlord
and Tenant acknowledge that all of Tenant's Work shall be completed by Tenant,
or its designated agents or contractors. Tenant shall comply with the Rules and
Regulations for Work Performed by Tenant or Tenant's Contractors, attached
hereto as Exhibit "E" and made a part hereof.

                  (c) Tenant Delay. As used herein, the term "Tenant Delay"
shall mean any delay caused by Tenant, its architect, representatives, agents,
servants or employees, including, without limitation, (i) any delay which is
caused by changes, requested by Tenant, in the work to be performed by Landlord,
(ii) any delay caused by any failure of Tenant to furnish to Landlord any
required plan, information, approval or consent within any period of time
required therefor by the terms of this Lease or, in any instance where no
specific time period is so required by the terms of this Lease, within such
reasonable period of time as shall be required for the expeditious prosecution
of the work to be done by Landlord, (iii) any delay caused by any failure of
Landlord to approve any plan or other information required to be submitted by
Tenant and approved by Landlord (to the extent that Landlord has the right to
withhold such approval pursuant to the terms of this Lease) or (iv) any delay
which is caused by the performance of any work or activity in the Premises by
Tenant or any contractor of Tenant. In the event of any Tenant Delay causing

                                       2
<PAGE>

delay in substantial completion of the work to be done by Landlord in the
Premises, the Commencement Date shall be deemed to be the date which would have
been the Commencement Date had such delay not occurred.

                  (d) Access; Acceptance of Work. Landlord shall afford Tenant
and its employees, agents and contractors access to the Premises at reasonable
times prior to the commencement of the Term and at Tenant's sole risk and
expense, for the purposes of inspecting and verifying Landlord's performance of
the Landlord's Work. Tenant shall advise Landlord promptly of any objection to
the performance of such work.

                  (e) Delivery of Possession. If Landlord shall, for any reason
fail to make available to Tenant possession of the Premises on or before the
Scheduled Commencement Date, Landlord shall not be subject to any liability for
such failure. Under such circumstances, Tenant's obligations to pay the Base
Rent, the Tax Adjustment and the Operating Expense Adjustment shall not commence
until Landlord makes possession available; and such failure to make available to
Tenant possession of the Premises on or before the Scheduled Commencement Date
or any other date, shall not in any other way affect the validity of this Lease,
or the Term, or the obligations of Tenant hereunder, nor shall such failure be
construed in any way to extend the Term. Such deferral of rent shall be Tenant's
sole and exclusive right and remedy with respect to any such failure. There
shall be no deferral of rent, however, if any such failure is caused in whole or
part by a delay in taking occupancy caused by Tenant.

                  (f) Occupancy. The Premises shall not be deemed incomplete or
not ready for occupancy or for delivery of possession, if details of
construction, mechanical adjustments or decoration, or other items of the
Landlord's Work which do not materially interfere with Tenant's use of the
Premises, remain to be done, provided that such items are completed within 45
days of delivery of possession.

         4. Additional Rent. In addition to paying the Base Rent specified in
Paragraph 2 hereof, Tenant shall pay as "additional rent" the amounts determined
as hereinafter set forth in this Paragraph 4, any and all other sums, expenses
and charges due or payable by Tenant under this Lease, and any and all costs,
expenses and reasonable attorneys' fees incurred by Landlord in collecting any
and all Base Rent, amounts due pursuant to this Paragraph 4, and such other
sums, expenses, charges, or in enforcing any of Tenant's obligations under this
Lease. The Base Rent and such additional rent are sometimes herein collectively
referred to as "rent". All amounts due under this Lease as additional rent shall
be payable in the same manner and at the same place as the Base Rent.


                                        3

<PAGE>



             (a) Definitions. As used in this Paragraph 4, the terms:

                  (i) "Base Year" shall mean the calendar year 1996.

                  (ii) "Calendar Year" shall mean each calendar year in which
any part of the Term falls, through and including the year in which the Term
expires.

                  (iii) "Consumer Price Index" shall mean the United States
Department of Labor, Bureau of Labor Statistics, Consumer Price Index for Urban
Wage Earners and Clerical Workers (CPI-W) (Philadelphia area only), 1982-84 =
100.

                  (iv) "Tenant's Proportionate Share" shall mean 7.41% being the
percentage calculated by dividing 12,715 square feet, the rentable area of the
Premises provided at the beginning of this Lease by 171,563 square feet. The
rentable area of the Premises has been calculated according to a method pursuant
to which a portion of the common areas has been deemed included in the Premises.
Landlord and Tenant irrevocably acknowledge and agree that the rentable area of
the Premises for the purposes of calculation of Additional Rent and Tenant's
Proportionate Share shall be deemed to be 12,715 square feet and the area of the
rentable office space in the Building shall be deemed to be 171,563 square feet.

                  (v) "Taxes" shall mean all real estate taxes and assessments
(general, extraordinary, special or otherwise) transit taxes, water and sewer
rents, taxes based upon the receipt of rent, including gross receipts or sales
taxes, or similar impositions and expenses, levied or assessed upon or with
respect to the Land and/or Building and ad valorem taxes for any personal
property used in connection therewith and all taxes levied or assessed upon or
with respect to the leasing, use or occupancy of the Property or any part
thereof or the rents or receipts paid or payable to Landlord therefrom
(including, without limitation, any tax levied or assessed especially with
respect to real property or any type of real property which includes the
Property), which Landlord shall become obligated to pay with respect to the
Property during any Calendar Year, any portion of which occurs during the Term
(without regard to any different fiscal year by the respective governmental or
municipal authority). Should the Commonwealth of Pennsylvania, or any political
subdivision thereof, or any other governmental authority having jurisdiction
over the Property, impose a tax, assessment, charge or fee, which Landlord shall
be required to pay, wholly or partially in substitution for or in addition to
any of the above Taxes, all such taxes, assessments, fees or charges shall be
deemed to constitute Taxes hereunder. "Taxes" shall include all fees and costs,
including reasonable attorneys' fees, appraisals and consultants' fees, incurred
by Landlord in any year subsequent to the Base Year in seeking to obtain a
reduction of, or a limit on, any increase in any Taxes (regardless of whether
any reduction or limitation is obtained) in excess of the aggregate amount of
such fees and costs incurred by Landlord in the Base Year for such purposes.

                                       4
<PAGE>

                  (vi) "Operating Expenses" shall mean all expenses, costs and
disbursements (other than Taxes) of every kind and nature (determined for the
applicable Calendar Year on an accrual basis) paid or incurred by or on behalf
of Landlord in connection with the ownership, management, operation, maintenance
and repair of the Land, the Building and the office park known as Renaissance at
Gulph Mills which are incurred with respect to the Building or the ground or
facilities used in connection therewith, or are payable or allocable with
respect to the Building by virtue of the ownership of the Property and Building
or by an Owner's Association Agreement or by the Declaration of Protective
Covenants for Renaissance at Gulph Mills. Landlord agrees that it will not
collect more than one hundred percent (100%) of the Operating Expenses for the
Building in any given lease year. The following will not be included in
Operating Expenses:

                       (A) Costs of the initial improvement to, or alterations
of any tenant's premises;

                       (B) Principal or interest payments on loans secured by
mortgages or trust deeds on the Building and/or on the Land;

                       (C) Costs of capital improvements, except that Operating
Expenses shall include the cost as amortized over such number of years as
Landlord may reasonably determine, in accordance with generally accepted
accounting principles, with interest at the rate of twelve percent (12%) per
annum on the unamortized amount, of any capital improvements made or installed
during the Base Year or any Calendar Year which, (1) in Landlord's reasonable
opinion, will have the effect of reducing any component cost included within
Operating Expenses, (2) are made or installed to keep the Property in compliance
with all governmental rules and regulations applicable from time to time
thereto, and (3) under generally applied real estate accounting practices may be
expensed or treated as deferred expenses (and the amortization and interest so
determined for each Calendar Year shall be included in Operating Expenses for
that Calendar Year). Landlord represents and warrants that as of the date hereof
there are no material outstanding deferred maintenance or replacement projects
(other than ordinary repairs and wear and tear that do not exceed, in the
aggregate, $25,000), including without limitation, capital repairs for Americans
with Disabilities, lead paint, CFC's or other compliance items required under
applicable law, which will not be included within the Base Year calculation;


                                        5

<PAGE>



                       (D) Leasing commissions for space in the Building;

                       (E) The cost of electricity for which Landlord receives
reimbursement from Tenant or other tenants;

                       (F) Accountants', consultants', auditors' or attorneys'
fees, costs and disbursements and other expenses incurred in connection with the
negotiations or disputes with tenants or prospective tenants or other occupants,
or associated with the enforcement of any leases;

                       (G) Costs of any items or services sold or provided to
tenants (including Tenant) for which Landlord is actually reimbursed by such
parties;

                       (H) Depreciation taken as a deduction on Landlord's
federal income tax return;

                       (I) Overhead and profit increment paid to subsidiaries or
affiliates of Landlord or to any party as a result of non-competitive selection
process, for management or other services on or to the building or for supplies
or other materials, but only to the extent that the costs of such services,
supplies or materials exceeds the costs that would have been paid had the
services, supplies or materials been provided by unaffiliated parties on a
competitive basis;

                       (J) Any compensation paid to clerks or tenants or other
persons in commercial concessions operated by Landlord; and

                       (K) Any fines or fees for Landlord's failure to comply
with governmental, quasi-governmental or regulatory agency's rules and
regulations provided such fines or fees were not imposed upon them are due to
Tenant's failure to comply with its obligations under this Lease.

             (b) Expense Adjustment.

                  (i) Tenant shall pay as additional rent for each Calendar
Year, that amount ("Expense Adjustment Amount") which is Tenant's Proportionate
Share of the amount by which the Operating Expenses incurred with respect to
such Calendar Year exceed the amount thereof incurred with respect to the Base
Year; provided, however, that in determining the amount of Operating Expenses
for each Calendar Year subsequent to the Base Year, if less than 95% of the
Rentable Area of the Building shall have been occupied at any time during such
Calendar Year, Operating Expenses shall be deemed for such Calendar Year to be
in the amount reasonably determined by Landlord to be equal to that amount of
like expenses which normally would be expected to be incurred had such occupancy

                                       6
<PAGE>

been 95% throughout such Calendar Year. Landlord represents that the Operating
Expenses for the Base Year have been or will be adjusted to reflect an occupancy
level of ninety five percent (95%) as aforesaid.

                  (ii) The Expense Adjustment Amount with respect to each
Calendar Year shall be paid in monthly installments, payable in advance on the
first day of each calendar month during the course of such year, in amounts
estimated from time to time by Landlord and communicated by written notice to
Tenant. Landlord shall cause to be kept books and records showing Operating
Expenses in accordance with generally-accepted accounting principles. Following
the close of each Calendar Year, Landlord shall cause the amount of the Expense
Adjustment Amount for such Calendar Year to be computed based on Operating
Expenses for such Calendar Year, and Landlord shall deliver to Tenant a
statement of such amount and Tenant shall pay any deficiency as shown by such
statement to Landlord within 30 days after receipt of such statement. If the
total of the estimated monthly installments paid by Tenant during any Calendar
Year exceed the actual Expense Adjustment Amount due from Tenant for such
Calendar Year, then, at Landlord's option, such excess shall be either credited
against payments next due hereunder or refunded by Landlord, provided Tenant is
not then in default hereunder. Tenant's obligations to pay the Expense
Adjustment Amount and Landlord's obligations to refund any excess amount shall
survive the expiration or earlier termination of this Lease. In the event a
refund is due Tenant after the expiration or earlier termination of this Lease,
such refund shall be paid upon the final reconciliation of the Expense
Adjustment Amount for such Calendar Year provided that Tenant is not in default
of any obligations under this Lease.

             (c) Adjustment for Services not Rendered by Landlord. If Landlord
is not furnishing any particular work or service (the cost of which, if
furnished by Landlord would be included in Operating Expenses) to a tenant who
has undertaken to itself to perform or obtain such work or service in lieu of
the furnishing thereof by Landlord, Operating Expenses shall be deemed for
purposes of this Paragraph 4 to be increased by an amount equal to the
additional Operating Expenses, as reasonably determined by Landlord, which would
have been incurred during such period if Landlord had at its own expense
furnished such work or service to such tenant.

             (d) Tax Adjustment. Tenant shall pay as additional rent, in
addition to the Base Rent required by Paragraph 2 hereof, an amount ("Tax
Adjustment Amount") equal to Tenant's Proportionate Share of the amount by which
the Taxes with respect to each Calendar Year exceeds the Taxes with respect to
the Base Year. The Tax Adjustment Amount with respect to each Calendar Year
shall be paid in monthly installments, payable in advance on the first day of
each calendar month during the course of such year in amounts estimated from
time to time by Landlord and communicated by written notice to Tenant. Following

                                       7
<PAGE>

the close of each Calendar Year, Landlord shall cause the amount of the Tax
Adjustment Amount for such Calendar Year to be computed based on Taxes for such
Calendar Year and Landlord shall deliver to Tenant a statement of such amount
and Tenant shall pay any deficiency as shown by such statement to Landlord
within 30 days after receipt of such statement. If the total of the estimated
monthly installments paid by Tenant during any Calendar Year exceeds the actual
Tax Adjustment Amount due from Tenant for such Calendar Year, then, at
Landlord's option such excess shall be either credited against payments next due
hereunder or refunded by Landlord, provided Tenant is not then in default
hereunder. The amount of any refund of Taxes received by Landlord shall be
credited against Taxes for the year in which such refund is received. In
determining the amount of Taxes for any year, the amount of special assessments
to be included shall be limited to the amount of the installment (plus any
interest payable thereon) of such special assessment required to be paid during
such year as if the Landlord had elected to have such special assessment paid
over the maximum period of time permitted by law; if the authority to whom such
assessment is to be paid shall not permit such assessment to be paid in
installments, the amount of such assessment shall be treated as being amortized
over such number of calendar years, beginning with the Calendar Year in which
the assessment is payable, as Landlord shall reasonably determine, with interest
at the rate of 15% per annum on the unamortized amount, and such amortization
and interest for each Calendar Year shall be included in Taxes for that Calendar
Year.

             (e) Partial Year. If only part of any Calendar Year shall fall
within the Term, the amounts computed as additional rent, with respect to such
Calendar Year under the foregoing provisions of this Paragraph 4 shall be
prorated in proportion to the portion of such Calendar Year falling within the
Term, but the expiration or termination of this Lease prior to the end of such
Calendar Year shall not impair the Tenant's obligation hereunder to pay such
prorated portion of such additional rent with respect to that portion of such
year falling within the Term, and such obligation shall survive the expiration
or termination of this Lease. In the event a refund is due Tenant after the
expiration or earlier termination of this Lease, such refund shall be paid upon
the final reconciliation of the Tax Adjustment Amount or the Expense Adjustment
Amount for such period provided that Tenant is not in default of any obligations
under this Lease.

             (f) Disputes. Any statement furnished to Tenant by Landlord under
the provisions of this Paragraph 4 shall constitute a final determination as
between Landlord and Tenant as to the rent set forth therein due from Tenant for
the period represented thereby, unless Tenant, within sixty (60) days after such
statement is furnished, shall give a notice to Landlord that it disputes the
correctness thereof, specifying in detail the basis for such assertion. Pending

                                       8
<PAGE>

resolution of such dispute, Tenant shall pay all disputed amounts in accordance
with the statement furnished by Landlord. Landlord agrees, upon prior written
request, during normal business hours to make available for Tenant's inspection,
at Landlord's offices, Landlord's books and records which are relevant to any
items in dispute. Provided that Tenant is not in default, upon at least seven
(7) days prior written notice, Tenant, at Tenant's own cost and expense shall
have the right to audit Landlord's books and records: (a) at any time (but only
once during the term of the Lease) with respect to the Base Year calculation,
and (b) at any time within the above said sixty (60) day period for any other
period, in order to determine if Tenant agrees with Landlord's calculation of
such costs and expenses. Any such audit shall be conducted at a location
designated by Landlord and Tenant's notice of its intention to audit shall
include a reasonably detailed explanation of the nature of its dispute. If
Tenant's audit determines that Landlord has incorrectly charged Tenant for
Operating Expenses in the aggregate by a factor of five percent (5%) or more,
the costs of such audit shall be borne by Landlord and Landlord shall either
refund or credit the overpayment to Tenant.

             (g) Place of Payment. Tenant shall, without any demand therefor and
without setoff, reduction or recoupment, pay, to Landlord's agent, Amerimar
Triad Management Co., Inc. at 210 W. Rittenhouse Square, Suite 1900,
Philadelphia, Pennsylvania 19103 Attention: Lori LoBiondo ("Agent") or to such
other person and/or at such other place as Landlord may from time to time direct
by notice given to Tenant, the Base Rent as well as all other sums which may
become due by Tenant under this Lease. All such other sums shall be payable as
additional rent. All checks shall be made payable to PHILADELPHIA FREEDOM
PARTNERS, L.P. Tenant hereby covenants and acknowledges that Tenant's obligation
to pay Base Rent and all additional rent pursuant to this Paragraph 4 is
independent of each and every of Landlord's covenants and agreements contained
in this Lease.

             (h) Tenant Taxes. Any provision hereof to the contrary
notwithstanding, Tenant shall, within five (5) business days after written
demand from time to time, as additional rent, pay to Agent or, as Landlord may
direct, to Landlord or to the tax collecting authority, the full amount of all
taxes, levies, charges and assessments legally required or authorized to be
collected by Landlord from Tenant or any subtenant or occupant of the Premises
and all taxes, levies, charges and assessments required to be paid by Landlord
(or imposed upon the Property) if not paid by or collected from Tenant or a
subtenant or occupant of the Premises. Tenant hereby agrees to defend, indemnify
and hold harmless Landlord from and against all loss, cost, liability and
expenses (including counsel fees and costs of litigation) which Landlord may
suffer, incur or be exposed to as a result of any assertion against Landlord of

                                       9
<PAGE>

liability for any of the taxes referred to in this subparagraph (h), and from
and against any penalties or interest relating thereto, which Tenant fails to
pay pursuant hereto.

             (i) Delay in Computation. Delay in computation of the Expense
Adjustment Amount or Tax Adjustment Amount shall not be deemed a default
hereunder or a waiver of Landlord's right to collect any of such amounts.

             (j) No Credit. Tenant shall not be entitled to any rebate or credit
in the event either Taxes or Operating Expenses for any Calendar Year is lower
than the Base Year.

     5. Use of Premises. Tenant shall use and occupy the Premises solely as
an office for general and administrative purposes in connection with the
management of a diversified manufacturing company and for no other purpose. The
maximum permitted occupancy of the Premises is one person for each 200 rentable
square feet of the Premises.

         6. Condition of Premises. The Tenant's taking possession of the
Premises or any portion thereof shall be conclusive evidence that the Premises
or any such portion was in good order and satisfactory condition when the Tenant
took possession. At the expiration or other termination of this Lease or of
Tenant's right of possession, Tenant shall leave the Premises, and during the
Term will keep the same, in good order and condition, ordinary wear and tear,
insured damage by fire or other casualty (which fire or other casualty has not
occurred through the negligence of Tenant or those claiming under Tenant or
their employees or invitees respectively) alone excepted; and for that purpose,
Tenant shall make all necessary repairs and replacements if required hereunder.
Tenant shall give Landlord prompt notice of any damage to or accident upon the
Premises and of any breakage or defects in the window glass, wires or plumbing,
heating, ventilating or cooling or electrical apparatus or systems on or serving
the Premises. Tenant shall at the expiration or termination of this Lease or of
Tenant's right of possession, also have had removed from the Premises all
furniture, trade fixtures, office equipment and all other items of Tenant's
property so that Landlord may again have and repossess the Premises. Tenant
shall comply with all laws, rules, orders, ordinances and regulations at any
time issued or in force by any lawful authority, applicable to Tenant or any
other occupant of the Premises, or to the Premises, or to the use or occupancy
of the Premises. Tenant shall repair, at or before expiration or termination of
this Lease or of Tenant's right of possession, all damage done to the Premises
or any other part of the Building by installation or removal of furniture and
property by Tenant or any subtenant or any agent, employee or invitee of Tenant
or any subtenant. Tenant shall, within five (5) business days after written
demand, pay to Landlord the amount of any uninsured (including the amount of any
deductibles) damages suffered or incurred by Landlord as a result of any injury
to any part of the Property other than the Premises, done by Tenant or any

                                       10
<PAGE>

subtenant or any agent, employee or invitee of Tenant or any subtenant. Tenant
shall not do or commit, or suffer or permit to be done or committed, any act or
thing as a result of which any policy of insurance of any kind on or in
connection with the Property shall become void or suspended, or any insurance
risk on or in connection with the Building or any other portion of the Property
shall (in the opinion of the insurer or any insurance organization) be rendered
more hazardous; without limitation of all other rights and remedies of Landlord,
Tenant shall pay as additional rent the amount of any reasonably documented
increase of premiums for such insurance, resulting from any breach of this
provision.

         7. Services.

            (a) List of Services. Landlord shall provide the following
services, and no others, on all days during the Term, except Saturdays, Sundays
and holidays, unless otherwise stated:

                  (i) Subject to subparagraph 7(b) hereof, Landlord shall
provide heating between October 15 and April 15, and air conditioning between
May 1 and October 1, when necessary for normal comfort in the Premises (but
Landlord shall not be required to provide heating or air conditioning to any
extent in excess of that which is within the parameters of any federal, state or
local requirements or recommendations which may be applicable or with which
Landlord in good faith may decide to comply) from Monday through Friday, during
the period from 8 a.m. to 6 p.m., holidays excepted. Landlord shall, upon 24
hours notice by Tenant, provide heating or cooling at other times at its
standard rates for such services. Landlord shall use reasonable efforts to
maintain the temperature within the Premises between 67(degree) and 76(degree)
Fahrenheit. Tenant, within ten days after its receipt of each bill therefor,
will pay for all heating and air conditioning requested and furnished at other
times or required due to heat producing equipment, or equipment requiring a
controlled climate, installed by or for Tenant, at rates to be established from
time to time by Landlord.

                  (ii) Subject to subparagraph 7(b) hereof, Landlord shall
provide electrical energy for standard building lighting fixtures provided by
Landlord and for the operation of desk-top portable office equipment, provided
that (A) the connected electrical load of such equipment does not exceed an
average of one watt per square foot of the Premises and (B) the electricity so
furnished for equipment uses will be at a nominal 120 volts and no electrical
circuit for the supply of such use need have a current capacity exceeding 20
amperes. If Tenant's requirements for electricity are in excess of those set
forth in the preceding sentence, and if, in Landlord's sole judgment, Landlord's
facilities are inadequate for such additional requirements and if electrical
energy for such additional requirements is available to Landlord, Landlord upon

                                       11
<PAGE>

written request and at the sole cost and expense of Tenant will furnish and
install, or, at Landlord's sole discretion, permit Tenant to furnish and
install, such additional wires, risers, conduits, feeders and switchboards as
reasonably may be required to supply such additional requirements of Tenant
provided (1) that the same shall be permitted by applicable laws and insurance
regulations (2) that, in Landlord's sole judgment, the same are necessary and
will not cause permanent damage or injury to the Building or the Premises or
cause or create a dangerous or hazardous condition or entail excessive or
unreasonable alterations or repairs or interfere with or disturb other tenants
or occupants of the Building, (3) that, in Landlord's sole judgment, the same
will not in any way diminish or adversely affect the electricity which Landlord
deems should remain available for other tenants, and (4) that Tenant, at
Tenant's expense, shall, concurrently with the making of such written request,
execute and deliver to Landlord, Tenant's written undertaking, in form and
substance satisfactory to Landlord, obligating Tenant to fully and promptly pay
the entire cost and expense of so furnishing and installing any additional
wires, risers, conduits, feeders and/or switchboards.

Tenant shall bear the cost of replacement of lamps, starters and ballasts for
lighting fixtures, and shall reimburse Landlord therefor within 15 days of
Landlord's submission of each bill therefor.

                  (iii) Domestic water from the regular Building outlets for
drinking, lavatory and toilet purposes.

                  (iv) Janitorial services Monday through Friday in and about
the Premises (except holidays). If any material use made of the Premises after 6
p.m. shall by reason of work force scheduling or security, overtime, union
rules, general security or otherwise cause any increase in Landlord's cost for
providing janitorial services, Tenant shall, as additional rent, pay all bills
for reimbursement of Landlord for such increase, within 10 days after Tenant's
receipt of such bill.

                  (v) Automatic passenger elevator service at all times for
authorized building personnel.

                  (vi) Freight elevator services subject to reasonable
scheduling by Landlord.

                  (vii) Clearance of snow from walkways, parking areas and
access drives as soon as practicable after the end of snowfall or end of any
such storm, and removal of ice and ice accumulation.

                  (viii) Common area maintenance and landscaping.


                                       12

<PAGE>



                  (ix) repair, maintain (including compliance with all
applicable laws relating to same) and replace where required: (A) plumbing,
sprinkler, heating, ventilating and air conditioning systems, building
electrical systems and mechanical lines and equipment associated therewith, all
of which are either located in or serve the Building, the Premises or Common
Areas; (B) the exterior and interior structure of the Building including the
roof, atrium, exterior walls, bearing walls, wood beams, foundation, columns,
lateral support to the Building, the Premises, the Common Areas; and (C) the
exterior improvements to the land including curbs, driveways, parking areas,
sidewalks, lighting and ditches.

             (b) Billing for Electricity.

                 Tenant shall pay to Landlord as Additional Rent, within 10 days
after receipt from Landlord of each statement of the amount due, in each period
chosen by Landlord, the costs of Landlord supplying such quantity of electricity
as is consumed by Tenant and the Tenant's Proportionate Share of the electricity
consumed by all of the tenants of the Building for interior and exterior common
areas or elements of the Building (including, without limitation, the cost for
taxes, fuel adjustment charges, transfer charges and other like charges
regularly passed on to the consumer by the public utility furnishing electricity
to the Building (collectively, "Tenant Electric Charges"). Tenant Electric
Charges shall be based upon (i) a submeter installed at or for the Premises or
the floor of the Building on which the Premises is located or, at Landlord's
option, (ii) for any Premises less than a full floor, on the basis of the
Tenant's pro rata share of all of the space located on such floor, the numerator
of which is the Rentable Area of the Premises and the denominator of which is
the Rentable Area of all leased premises on such floor of the Building which
share a common electrical submeter and which are occupied during the period in
question. The Tenant Electric Charge shall be further based upon the general
service rates of the Philadelphia Electric Company prevailing from time to time
for similar service and shall be equal to: (a) 100% of all metered electricity
for the Premises; (b) Tenant's Proportionate Share of electricity attributable
to the Building for interior and exterior common areas or elements; (c) Tenant's
Proportionate Share or allocable share, as reasonably apportioned by Landlord,
of electric (or other energy supply) for HVAC which will be apportioned
considering all factors that bear on Tenant's use, including but not limited to,
Tenant's special demands caused by the number of people using the Premises and
heat generated by the electrical usage in the Premises.

                 In the event that electric service to the Premises is not
properly submetered, Tenant shall pay to Landlord, in monthly installments at
the time prescribed for the monthly installments of the Base Rent, amounts, as
estimated by Landlord from time to time, which Tenant would pay for use if the

                                       13
<PAGE>

same were separately metered to the Premises by the local electric utility
company and billed to Tenant at the general service rates of the Philadelphia
Electric Company prevailing from time to time for similar service.

             (c) Interruption of Services. Tenant agrees that Landlord shall not
be liable for damages (by abatement of rent or otherwise) for failure to furnish
or delay in furnishing any service, or for any diminution in the quality or
quantity thereof, when such failure or delay or diminution is occasioned, in
whole or in part, by repairs, renewals, or improvements, by any strike, lockout
or other labor trouble, by inability to secure electricity, gas, water, or other
fuel at the Building after reasonable effort so to do, by any accident or
casualty whatsoever, by act or default of Tenant or other parties, or by any
other cause beyond Landlord's reasonable control; and such failures or delays or
diminution shall never be deemed to constitute an eviction or disturbance of the
Tenant's use and possession of the Premises or relieve the Tenant from paying
Rent or performing any of its obligations under this Lease unless such
interruption is due or caused by Landlord's, or its agents or employees'
negligence or willful misconduct and such interruption continues for five (5)
consecutive business days and renders the Premises untenantable.

        8. Alterations.

           (a) Tenant shall not, without the prior written consent of Landlord,
make any alterations, improvements or additions to the Premises. It is agreed
that with respect to alterations, improvements or additions costing less than
Three Thousand Dollars ($3,000.00) in the aggregate, Landlord's consent shall
not be unreasonably withheld or delayed. For such work costing more than Three
Thousand Dollars ($3,000.00) in the aggregate such consent may be granted or
withheld in Landlord's sole discretion. If Landlord consents to any alterations,
improvements or additions, it may impose such conditions with respect thereto as
Landlord deems appropriate, including, without limitation, Landlord's approval
of the contractors to perform the work, contractor's lien waivers, insurance
against liabilities which may arise out of such work, plans, specifications and
permits necessary for such work and as-built drawings upon completion of such
work. All work done by Tenant or its contractors pursuant to and in accordance
with this Paragraph 8, or otherwise shall be done in a first-class workmanlike
manner, using only good grades of materials and without disturbing other
tenants, shall be done in compliance with all insurance requirements and all
applicable laws or ordinances and rules and regulations of governmental
departments or agencies and shall be done by responsible contractors and
subcontractors approved by Landlord in advance whose engagement will not in
Landlord's opinion, and in fact does not, result in any labor dispute at the
Building, whether in connection with any construction at the Building, the
operation of the Building or otherwise.

                                       14

<PAGE>




           (b) All alterations, additions or improvements made by Tenant and all
fixtures attached to the Premises shall become the property of Landlord and
remain at the Premises (including the Landlord's Work and the Tenant's Work).
Notwithstanding the foregoing, for alterations, additions or improvements other
than the Tenant's Work and the Landlord's Work ("Additional Work"), Tenant
shall, at the time it seeks consent for such Additional Work, ask Landlord for a
determination of whether said Additional Work shall be removed at the expiration
or sooner termination of the Lease. Should Tenant fail to seek such
determination or should Landlord determine that the Additional Work shall be
removed, any or all of the Additional Work shall be removed at the cost of
Tenant before the expiration or sooner termination of this Lease and in such
event Tenant shall repair all damage to the Premises caused by the installation
and/or removal thereof. Tenant shall not permit or suffer any signs,
advertisements or notices to be displayed, inscribed upon or affixed on any part
of the outside or inside of the Premises, or in the Building, except on the
directory board to be provided by Landlord and on the entrance doors of the
Premises, provided, however, that Tenant shall not display, inscribe or affix
any sign on such directory board or on the entrance doors of the Premises
without, in each instance, obtaining the prior written approval from Landlord as
to the size, color and style of such sign. Landlord shall have the right to
remove unauthorized signs at Tenant's expense.

         9. Liens. Tenant shall not permit there to be filed against the
Property or Landlord's interest therein or any part of either, and shall
forthwith remove or have removed, any mechanics', or materialmen's or other
lien, or claim thereof, filed by reason of work, labor, services or materials
provided for or at the request of Tenant (other than work, labor, services or
materials provided by the Landlord) or any subtenant or occupant or for any
contractor or subcontractor employed by Tenant or any subtenant or occupant, and
shall exonerate, protect, defend and hold free and harmless Landlord against and
from any and all such claims or liens. Without limitation of the foregoing, if
any such claim or lien be filed, Landlord may, but shall not be obligated to,
discharge it either by paying the amount claimed to be due in the claim or lien
or by procuring the discharge of such lien or claim by deposit or by bonding
proceedings, and in any such event, Landlord shall be entitled, if Landlord so
elects, to compel the prosecution of any action for the foreclosure of such lien
by the claimant or lienor and to pay the amount of any judgment in favor of the
lienor with interest, costs and allowances. Any amount so paid by Landlord and
all costs and expenses, including, without limitation, reasonable attorneys'
fees, in connection therewith, together with interest thereon at the Lease
Interest Rate (hereinafter defined) from the respective dates of Landlord's
making of the payments and incurring of the costs and expenses, shall constitute
additional rent payable by Tenant under this Lease and shall be paid by Tenant
to Landlord on demand.

                                       15

<PAGE>




         10. Insurance and Waiver of Subrogation.

             (a) During the Term, Tenant at its sole cost shall maintain, with
responsible insurance companies acceptable to Landlord and qualified to do
business in the Commonwealth of Pennsylvania, general comprehensive public
liability insurance with the broad form commercial liability endorsement
including contractual liability insurance covering Tenant's indemnity
obligations hereunder, insuring against claims for personal injury (including
death) and property damage, with respect to Tenant's activities and property in,
on and about the Premises, and with respect to occurrences arising out of or
related to this Lease and/or Tenant's use or occupancy of the Premises and the
Property and the activities therein, thereon and thereabout of Tenant and any
subtenants and their respective servants, employees, agents, invitees and
licensees, with coverage on an occurrence basis in all cases of not less than a
combined single limit of $1,000,000 per occurrence. Landlord, Amerimar Triad
Management Company, Inc. ("Manager"), or any other manager of the Building, any
Mortgagee (as hereinafter defined) and, if Landlord requires, Landlord's
architect or contractor who may perform services or work in, on, about or in
connection with the Premises, and the respective agents, partners and employees
of the foregoing, all as their interests may appear, shall be designated named
insureds in the policies for such insurance. Said policies shall contain
endorsements providing that the naming of more than one insured shall not
operate to limit or void the coverage of any named insured relating to claims by
another named insured. Tenant shall, prior to the commencement of the Term, and
at least 30 days prior to the expiration date of each policy which Tenant is
required by this Lease to maintain, furnish to Landlord certificates evidencing
the coverage required hereinabove in this Paragraph and the renewal thereof,
which certificates shall state that such insurance coverage may not be
materially changed or canceled without at least twenty (20) days prior written
notice to Landlord. The aforesaid amount of required insurance coverage shall,
from time to time, be increased, effective upon the sixtieth (60th) day after
Landlord shall have given Tenant notice specifying the new amount, to be that
amount which bears the same ratio to $1,000,000 as the Consumer Price Index
(hereinabove defined) for the calendar month next preceding the date of such
notice bears to the Consumer Price Index for the last month of the Measurement
Year (hereinabove defined). Such notice shall not be given sooner than the fifth
anniversary of the date of this Lease, nor more frequently than once every five
years. During the Term, Tenant, at its sole cost, shall maintain "all risk"
physical damage insurance including fire, sprinkler, leakage, vandalism and
extended coverage for the full replacement cost of all additions, improvements
and alterations to the Premises and of all office furniture, trade fixtures,
office equipment, merchandise and all other items of Tenant's property on the
Premises. Landlord agrees to maintain, during the Term, property and liability
insurance in scope and coverage amounts consistent with office building projects
similar to the Property.

                                       16
<PAGE>


             (b) Tenant shall not do or commit, or suffer or permit to be done
or committed, any act or thing as a result of which any policy of insurance of
any kind on or in connection with the Property shall become void or suspended,
or any insurance risk on or in connection with the Building or any other portion
of the Property shall (in the opinion of the insuring companies or any insurance
organization) be rendered more hazardous. Tenant shall pay as additional rent
the amount of any increase of premiums for such insurance, resulting from any
breach of this covenant.

             (c) As used in this Paragraph 10(c) and in Paragraph 12 hereof
only, "Landlord" shall mean Landlord, Beneficiary (if Landlord is a trustee
under a land trust), Manager, any other manager of the Building, any Mortgagee,
and the respective partners, shareholders, agents, employees, officers and
directors of the foregoing. Notwithstanding anything herein to the contrary,
Landlord and Tenant each hereby releases the other, its partners, agents and
employees, to the extent of the releasing party's coverage under its insurance
policies (or to the extent required to be carried hereunder), from any and all
liability for any loss or damage which may be inflicted upon the property of
such party, notwithstanding that such loss or damage shall have arisen out of
the negligence of the other party, its partners, agents or employees. Each party
agrees to require its insurers to issue policies containing such provisions and
a waiver of the right of subrogation. Landlord and Tenant shall provide notice
to the other party to the extent either of their respective policies do not
contain such a required waiver of the right of subrogation.

         11. Fire or Casualty.

             (a) If the Premises or the Building (including machinery or
equipment used in the operation of the Building) shall be damaged by fire or
other casualty and if such damage does not render all or a substantial portion
of the Premises (in the case of the Premises, substantial shall mean 20% or more
of the area of the Premises) or Building untenantable, then Landlord shall
repair and restore the Premises (exclusive of tenant finishes and/or build-outs)
or the core and shell of the Building with reasonable promptness (not to exceed
one hundred twenty (120) days, subject, however, to reasonable delays for
insurance adjustments and delays caused by matters beyond Landlord's reasonable
control). If any such damage renders all or a substantial portion of the
Premises or Building untenantable, Landlord shall have the right to terminate
this Lease (with appropriate prorations of rent being made for Tenant's
possession subsequent to the date of such damage of those tenantable portions of
the Premises) upon giving written notice to the Tenant at any time within 60
days after the date of such damage; and if such notice is given Landlord shall

                                       17
<PAGE>

have no obligation to repair or restore. Landlord shall have no liability to
Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of
any delays in completion of such repairs and restoration. Rent, however, shall
abate on those portions of the Premises as are, from time to time, untenantable
as a result of such damage. Additionally, if Landlord has determined to repair
or restore the Premises or Building as aforesaid, Landlord shall so notify
Tenant within sixty (60) days after the date of such damage ("Repair Notice").
The Repair Notice shall include Landlord's estimate of the time required to
repair or restore. If such time estimate is less than, or equal to, nine (9)
months from the date of such damage, Tenant shall have no right to terminate the
Lease. However, if the repair estimate is greater than nine (9) months from the
date of such damage, Tenant may terminate the Lease by providing Landlord
written notice thereof within ten (10) days after receipt of the Repair Notice.
If Tenant does not terminate the Lease and should Landlord be unable to complete
the repairs within the nine (9) month repair period, Tenant shall send notice of
its intent to cancel the Lease effective on the date that is 60 days after the
expiration of the nine month repair period (the "Cancellation Effective Date").
Should Landlord complete the repairs before the Cancellation Effective Date,
Tenant's notice to cancel shall be null and void and this Lease shall continue
in full force and effect.

             (b) Notwithstanding anything to the contrary herein set forth,
Landlord shall have no duty pursuant to this Paragraph 11 to repair or restore
any portion of any alterations, additions or improvements in the Premises or the
decorations thereto except to the extent that such alterations, additions,
improvements and decorations were provided by Landlord, at Landlord's cost, at
the beginning of the Term.

         12. Waiver of Claims - Indemnification. To the extent not prohibited by
law, Landlord shall not be liable for, and Landlord is hereby released by Tenant
from all liability for, any damage either to person or property or resulting
from the loss of use thereof sustained by Tenant or by other persons claiming
through Tenant due to the Property or any part thereof or any appurtenances
thereof becoming out of repair, or due to the happening or any accident or event
in, on or about the Property, or due to any act or neglect of any tenant or
occupant of the Building or of any other person. This provision shall apply
particularly, but not exclusively, to damage caused by gas, electricity, snow,
frost, steam, sewage, sewer gas or odors, fire, water or by the bursting or
leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall
apply without distinction as to the person (whether Landlord or other) whose act
or neglect was responsible for the damage and whether or not such act or neglect
occurred before, at or after the execution of this Lease, and whether the damage
was due to any of the causes specifically enumerated above or to some other
cause of an entirely different kind. Tenant further agrees that all personal

                                       18
<PAGE>

property of Tenant upon the Premises, or upon receiving and holding areas, or
elsewhere in, on or about the Property, shall be at the risk of Tenant only, and
that Landlord shall not be liable for any loss or damage thereto or theft
thereof. Without limitation of any other provisions hereof, Tenant agrees to
defend, protect, indemnify and save harmless Landlord from and against all
liability to third parties arising out of the acts of Tenant or any subtenant or
the servants, agents, employees, contractors, suppliers, workmen and invitees of
Tenant or any subtenant.

         To the extent covered by the insurance required to be maintained by
Tenant pursuant to this Lease (plus any deductible amounts), Tenant agrees to
indemnify and save harmless, and upon request defend, Landlord against and from
any and all claims by or on behalf of any person, arising out of or related to

             (a) Tenant's use or occupancy of the Premises or the conduct of its
business, or any activity, work, or thing, permitted or suffered by Tenant, in,
on or about the Premises or the Property,

             (b) any occurrence, in, on or about the Premises,

             (c) any breach or default on Tenant's part in the performance or
observance of, or compliance with, any term, covenant or condition on Tenant's
part to be performed pursuant to the terms of this Lease, or

             (d) any act or negligence of Tenant or any subtenant, or any of
their respective agents, contractors, servants, employees, invitees or
licensees, from and against all costs, counsel fees, expenses, penalties, fines
and liabilities which Landlord may suffer or incur in connection with any such
claim and any action or proceeding brought with respect thereto. In the event
that any action or proceeding shall be brought by reason of any such claim,
against any party to be indemnified hereunder, Tenant covenants that Tenant,
upon notice from such party and at Tenant's expense, shall resist and defend
such action or proceeding by counsel reasonably satisfactory to such party. All
of Tenant's obligations under this Paragraph 12, and any and all sums due from
Tenant hereunder shall survive the expiration or termination of this Lease.

         13. Nonwaiver. No waiver of any provision of this Lease shall be
implied by any failure of Landlord to enforce any remedy on account of the
violation of such provision, even if such violation be continued or repeated
subsequently, and no express waiver shall affect any provision other than the
one specified in such waiver and that one only for the time and in the manner
specifically stated. No payment by Tenant or receipt by Landlord of a lesser
amount than the rent payment herein stipulated shall be deemed to be other than

                                       19
<PAGE>

on account of the 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
provided in this Lease. No receipt of moneys by Landlord from Tenant after the
termination of this Lease shall in any way alter the length of the Term or of
Tenant's right of possession hereunder or after the giving of any notice shall
reinstate, continue or extend the Term or affect any notice given Tenant prior
to the receipt of such moneys, it being agreed that after the service of notice
or the commencement of a suit or after final judgment for possession of the
Premises, Landlord may receive and collect any rent due, and the payment of said
rent shall not waive or affect said notice, suit or judgment.

         14. Condemnation. In the event that the whole of the Premises shall be
lawfully condemned or taken for a public or quasi-public use, so that as a
result the Premises are rendered untenantable, this Lease shall terminate as of
the date that possession is to be surrendered to the condemnor or taking
authority. In the event that there shall be a lawful condemnation or taking for
any public or quasi-public use of any part of the building, without there being
condemned or taken all of the Premises, then, at the option of Landlord,
exercisable by notice given to Tenant not later than 90 days after the date upon
which Landlord receives notice of the taking or condemnation, this Lease shall
terminate as of the date that possession of the Premises taken is required to be
surrendered to the condemnor or taking authority. In the event of any such
taking or condemnation, of all or any part of the Premises or of all or any part
of the Property, Tenant shall have no claim against Landlord and shall not have
any claim or right to any portion of the amount that may be awarded as damages
or paid as a result of such taking or condemnation; and all rights of Tenant to
damages therefore are hereby assigned by Tenant to Landlord and Tenant shall
have no claim against Landlord or the condemnor for the value of the unexpired
term of this Lease. However, the foregoing provisions of this section shall not
be construed to deprive Tenant of the right to claim and receive payment from
the condemnor or taking authority for moving and related expenses as long as
such claim or the payment thereof does not reduce the award which Landlord would
otherwise be entitled to receive. In the event of any such taking or
condemnation of part of the Premises, the Base Rent, the Tax Adjustment and the
Operating Expense Adjustment shall be proportionately reduced from the date that
possession is required to be surrendered to the condemnor or taking authority.

         15. Assignment And Subletting.

             (a) Tenant shall not, without the prior written consent of
Landlord, (i) assign, transfer, convey or mortgage this Lease or any interest
hereunder; (ii) suffer to occur or permit to exist any assignment of this Lease,

                                       20
<PAGE>

or any lien or charge upon Tenant's interest, involuntarily or by operation of
law; (iii) sublet the Premises or any part thereof, or (iv) permit the use of
the Premises or any part thereof by any parties other than Tenant and its
employees. Any such action on the part of Tenant shall be void and of no effect.
Landlord's consent to any assignment, subletting or transfer or Landlord's
election to accept any assignee, subtenant or transferee as the tenant hereunder
and to collect rent from such assignee, subtenant or transferee shall be at
Landlord's sole and exclusive discretion and shall not release Tenant or any
subsequent tenant from any covenant or obligation under this Lease. Landlord's
consent to any assignment, subletting or transfer shall not constitute a waiver
of Landlord's right to withhold its consent to any future assignment,
subletting, or transfer. In no event shall this Lease be assigned or assignable
by voluntary or involuntary bankruptcy proceedings or otherwise, and in no event
shall this Lease or any rights or privileges hereunder be an asset of Tenant
under any bankruptcy, insolvency or reorganization proceedings, except as
provided by law. Provided that Tenant is not in default hereof, Landlord agrees
that it will not unreasonably withhold its consent to a proposed sublet of this
Lease. The parties acknowledge that the Landlord shall be entitled to consider,
among other things, the net worth of the proposed sublessee, the proposed use of
the proposed sublessee, whether the proposed sublessee is considering leasing
other space at the Building, the rent to be paid in connection with the proposed
sublet and any other reasonable factor in connection with its decision whether
to grant its consent to a proposed sublet.

             (b) Notwithstanding the foregoing in Paragraph 15(a) above, Tenant
shall be permitted to assign this Lease or sublet all or any portion of the
Demised Premises as long as Tenant shall have met each of the following
conditions precedent, in which event Landlord's consent will not be required for
any transfer, merger, consolidation, or reorganization of Tenant, so long as in
any of the foregoing events, the transfer, merger, consolidation or
reorganization (1) is not taking place for the purpose of avoiding liability for
Tenant's obligations hereunder; and (2) results in an entity which intends to
continue the business of Tenant at the Demised Premises; and (3) the resulting
entity has a net worth which is at least the same as that of Tenant as of the
date hereof or otherwise has the financial ability, in the reasonable opinion of
Landlord's accountant, sufficient to meet the obligations of Tenant under this
Lease. Notwithstanding the foregoing, Tenant shall provide written notice to
Landlord at least 30 days prior to any sublet or assignment under this
subparagraph 15(b).

             (c) At least forty five (45) days prior to any proposed subletting
or assignment, Tenant shall submit to Landlord a statement seeking Landlord's
consent and containing the name and address of the proposed subtenant or
assignee, the terms of the proposed sublease or assignment and such financial

                                       21
<PAGE>

and other information with respect to the proposed subtenant as Landlord
reasonably may request. Landlord shall indicate its consent or non-consent
within 15 days of its receipt of said statement.

             (d) In addition to withholding its consent, Landlord shall have the
additional right to terminate this Lease as to that portion of the Premises
which Tenant seeks to assign or sublet, whether by requesting Landlord's consent
thereto or otherwise. Landlord may exercise such right to terminate by giving
written notice to Tenant at any time prior to Landlord's written consent to such
assignment or sublease. In the event that Landlord exercises such right to
terminate, Landlord shall be entitled to recover possession of such portion of
the Premises on the later of (i) the proposed date for possession by such
assignee or subtenant, or (ii) seventy five (75) days after the date of
Landlord's notice of termination to Tenant.

             (e) In the event that Landlord fails to exercise its termination
right and its right to withhold its consent as set forth in the preceding
paragraph, and in the event that Landlord consents to any assignment or sublease
of any portion of the Premises, as a condition of Landlord's consent, if
Landlord so elects to consent, Tenant shall pay to Landlord 90% of all profit
derived by Tenant from such assignment or sublease. Tenant shall furnish
Landlord with a sworn statement, certified by an independent certified public
accountant, setting forth in detail the computation of profit (which computation
shall be based upon generally accepted accounting principles), and Landlord, or
its representatives, shall have access to the books, records and papers of
Tenant in relation thereto, and to make copies thereof. Any rent in excess of
that paid by Tenant hereunder realized by reason of such assignment or sub-lease
shall be deemed an item of such profit. If a part of the consideration for such
assignment shall be payable other than in cash, the payment to Landlord shall be
payable in accordance with the foregoing percentage of the cash and other
non-cash considerations in such form as is satisfactory to Landlord. Such
percentage of Tenant's profits shall be paid to Landlord promptly by Tenant upon
Tenant's receipt from time to time of periodic payments from such assignee or
subtenant or at such other earlier time as Tenant shall realize its profits from
such assignment or sublease.

             (f) If Tenant shall assign this Lease as permitted herein, the
assignee shall expressly assume all of the obligations of Tenant hereunder in a
written instrument satisfactory to Landlord and furnished to Landlord not later
than fifteen (15) days prior to the effective date of the assignment. If Tenant
shall sublease the Premises as permitted herein, Tenant shall obtain and furnish
to Landlord, not later than fifteen (15) days prior to the effective date of
such sublease and in form satisfactory to Landlord, the written agreement of
such subtenant to the effect that the subtenant will attorn to Landlord, at
Landlord's option and written request, in the event this Lease terminates before
the expiration of the sublease.

                                       22
<PAGE>

             (g) 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 more than forty
nine percent (49%) of the outstanding stock as of the date of the execution and
delivery of this Lease shall be deemed to be a transfer of this Lease for the
purpose of Paragraph 15(a). If Tenant is a partnership, joint venture, or a
limited liability company, any transaction or series of transactions (including,
without limitation, any withdrawal or admittance of a partner, or a member, as
the case may be, or any change in any partner's or member's interest, as the
case may be, 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, shall be deemed to be a transfer of Tenant's
interest under this Lease for the purposes of Paragraph 15(a). The term
"control" as used in this Paragraph 15(f) means the power to directly or
indirectly direct or cause the direction of the management or policies of
Tenant.

         16. Holdover. If the Tenant or any person claiming through the Tenant
shall retain possession of the Premises or any part thereof after the expiration
or earlier termination of the Term and if Landlord shall have consented to such
continuation of possession, such possession shall be (unless the parties hereto
shall otherwise have agreed in writing) deemed to be under a month-to-month
tenancy which shall continue until either party shall notify the other in
writing, at least 30 days prior to the end of any calendar month, that the party
giving such notice elects to terminate such tenancy at the end of such calendar
month, in which event such tenancy shall so terminate. Anything contained in the
foregoing provisions of this paragraph to the contrary notwithstanding, the
rental payable with respect to each such monthly period shall be 1/6 of the per
annum Base Rent as adjusted in accordance with subparagraph 4(d) hereof and 1/9
of the Tax Adjustment Amount and of the Expense Adjustment Amount (both
calculated in accordance with the provisions of Paragraph 4 hereof) which would
have been payable had this Lease been renewed until the end of the calendar year
which includes such month on the terms and conditions in effect immediately
prior to the expiration or termination of the Term; and such month-to-month
tenancy with Landlord's consent shall be upon the same terms and subject to the
same conditions as those which are set forth in this Lease except as aforesaid.
If Tenant or any person claiming through Tenant shall retain possession of the
Premises or any part thereof, after the expiration or earlier termination of the
term or of Tenant's right of possession, and if such retention shall be without
Landlord's consent, Tenant shall pay Landlord (a) for each month or portion
thereof during which such possession continues, an amount equal to the rental to

                                       23
<PAGE>

be paid for each month pursuant to the foregoing provisions of this Paragraph
when such possession is with Landlord's consent, plus all other sums which would
have been payable hereunder had the term continued during such retention of
possession and (b) all other damages sustained by Landlord, whether direct or
consequential, by reason of such retention of possession. During any such
retention of possession without Landlord's consent, all of Tenant's obligations
with respect to the use, occupancy and maintenance of the Premises shall
continue. The provisions of this Paragraph shall not be deemed to limit or
constitute a waiver of any other rights or remedies of Landlord provided herein
or at law or in equity and applicable to unlawful retention of possession or
otherwise.

         17. Estoppel Certificate. Tenant shall from time to time, within ten
days after Tenant's receipt of Landlord's request therefor, execute, enseal,
acknowledge and deliver to Landlord, or as Landlord may direct, a written
instrument in recordable form (a) certifying (i) that this Lease is in full
force and effect and has not been modified, supplemented or amended in any way
(or, if there have been modifications, supplements or amendments thereto, that
it is in full force and effect as modified, supplemented or amended, and stating
such modifications, supplements and amendments) and that this Lease (as
modified, supplemented or amended, as aforesaid) represents the entire agreement
among Landlord and Tenant as to the Premises and the leasehold; (ii) the dates
to which the Base Rent, additional rent and other charges arising hereunder have
been paid, (iii) the amount of any prepaid rents or credits due to Tenant, if
any; and (iv) that if applicable, Tenant has entered into occupancy of the
Premises; (v) the date on which the Term shall have commenced and the
corresponding expiration date; and (b) stating, to the best knowledge of Tenant,
whether or not all conditions under the Lease to be performed by Landlord prior
the date of such certificate have been satisfied and whether or not Landlord is
then in default in the performance of any covenant, agreement or condition
contained in this Lease and specifying, if any, each such unsatisfied condition
and each such default; and (c) stating any other fact or certifying any other
condition reasonably requested by Landlord or by any mortgagee or prospective
mortgagee or purchaser of the Property or of any interest therein. In the event
that Tenant shall fail to complete, execute and deliver any such instrument
within ten (10) days after Landlord's request therefor, in addition to
committing a default hereunder, Tenant shall be deemed to have irrevocably
appointed Landlord or Beneficiary (if Landlord is a trustee of a land trust) as
Tenant's attorney-in-fact to execute and deliver any such instrument or
instruments in Tenant's name.

         18. Subordination.

             (a) This Lease shall be subject and subordinate at all times to the
lien of any mortgage or deed of trust, heretofore or hereafter placed by

                                       24
<PAGE>

Landlord upon any or all of the Premises or the Building the Land, the Property,
or any interest therein and of all renewals, modifications, consolidations,
replacements and extensions thereof (all of which are hereinafter referred to
collectively as a "Mortgage"), all automatically and without the necessity of
any further act on the part of Tenant to effectuate such subordination provided
that the current holder of the first mortgage encumbering the Property executes
and deliveres to Tenant its standard form of subordination and non-disturbance
agreement. With respect to holders of mortgages placed of record after the date
of this Lease, upon written request by Tenant, Landlord shall use commercially
reasonable efforts to have said mortgagee(s) provide Tenant a subordination and
non-disturbance agreement. However, Landlord does not ensure that such agreement
will be made available to Tenant and it is expressly agreed that Landlord shall
have fulfilled its obligations hereunder by using commercially reasonable
efforts to obtain such agreement. Tenant shall, at the request of the holder of
a Mortgage (the "Mortgagee"), upon foreclosure thereof attorn to the Mortgagee.
Tenant shall also execute, enseal, acknowledge and deliver, within 15 days after
Tenant's receipt of demand from Landlord or the Mortgagee such further
instrument or instruments evidencing such subordination of Tenant's right, title
and interest under this Lease to the lien of the Mortgage, and such further
instrument or instruments of attornment, as shall be desired by the Mortgagee.
In the event that Tenant shall fail to complete, execute and deliver any such
instrument within ten (10) days after Landlord's request therefor, in addition
to committing a default hereunder, Tenant shall be deemed to have irrevocably
appointed Landlord or Beneficiary (if Landlord is a trustee of a land trust) as
Tenant's attorney-in-fact to execute and deliver any such instrument or
instruments in Tenant's name.

             (b) Anything contained in the foregoing provisions of this
Paragraph to the contrary notwithstanding, any Mortgagee may at any time
subordinate its Mortgage to this Lease, without the necessity of obtaining
Tenant's consent, by giving notice of the same in writing to Tenant, and
thereupon this Lease shall be deemed to be prior to such mortgage without regard
to their respective dates of execution, delivery or recordation and/or the date
of commencement of Tenant's possession, and in that event the Mortgagee shall
have the same rights with respect to this Lease as though this Lease shall have
been executed, delivered and recorded prior to the execution and delivery of the
Mortgage.

             (c) If Landlord is or becomes lessee of premises of which the
Premises are a part, Tenant agrees that, automatically and without the necessity
of any further act, Tenant's possession shall be as a subtenant and shall be
subordinate to the interest of Landlord's lessor, its heirs, personal
representatives, successors and assigns (which lessor, its heirs, personal
representatives, successors and assigns, or any of them, is hereinafter called

                                       25
<PAGE>

"Paramount Lessor"), but notwithstanding the foregoing, if Landlord's tenancy
shall terminate by expiration, by forfeiture or otherwise, then Tenant hereby
agrees, upon request of Paramount Lessor, to attorn to Paramount Lessor, and to
recognize such lessor as Tenant's landlord for the balance of the term of this
Lease and any extensions or renewals hereof. Tenant shall execute, enseal,
acknowledge and deliver, upon demand by Landlord or Paramount Lessor, such
further instrument or instruments evidencing such subordination of Tenant's
right, title and interest under this Lease to the interest of such lessor, and
such further instrument or instruments of attornment, as shall be prescribed by
the Paramount Lessor.

             (d) It is further agreed that if any Mortgage shall be foreclosed,
or if the lease of the Paramount Lessor be terminated, (A) the liability of the
Mortgagee or purchaser at such foreclosure sale, or the Paramount Lessor, as the
case may be, or the liability of a subsequent owner designated as landlord under
this Lease shall exist only so long as such Mortgagee, Paramount Lessor, or such
subsequent owner, as the case may be, is the owner of the Property, or any
portion thereof, and such liability shall not continue or survive after further
transfer of ownership; (B) the Mortgagee, or Paramount Lessor, or such
subsequent owner, as the case may be, and their respective successors or assigns
that succeed to the interest of the Landlord in the Building or the Land, or
acquires the right to possession of the Property, or any portion thereof, shall
not be (1) liable for any act or omission of the party named above as the
Landlord under this Lease; (2) liable for the performance of Landlord's
covenants pursuant to the provisions of this Lease which arise and accrue prior
to such entity succeeding to the interest of Landlord under this Lease or
acquiring such right to possession; (3) subject to any offsets or defenses which
Tenant may have at any time against Landlord; and (4) bound by any rent which
Tenant may have paid previously for more than one month; and (C) upon request of
the Mortgagee, if the Mortgage shall be foreclosed, Tenant will attorn, as
Tenant under this Lease, to the purchaser at any foreclosure sale under any
Mortgage.

         19. Certain Rights Reserved By Landlord. Landlord shall have the
following rights, each of which Landlord may exercise without notice to Tenant
and without liability to Tenant for damage or injury to property, person or
business on account of the exercise thereof (except that Landlord shall use
commercially reasonable efforts not to materially disrupt Tenant's business
operations during the exercising of any such rights), and the exercise of any
such rights shall not be deemed to constitute an eviction or disturbance of
Tenant's use or possession of the Premises and shall not give rise to any claim
for set-off or abatement of rent or any other claim:

             (a) To change the Building's name or street address.


                                       26

<PAGE>



             (b) To install, affix and maintain any and all signs on the
exterior and on the interior of the Building.

             (c) To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise (including alterations in the
configuration of the common area), in and about the Building, or any part
thereof, and for such purposes to enter upon the Premises, and during the
continuance of any of said work, to temporarily close doors, entryways, public
space and corridors in the Building and to interrupt or temporarily suspend
services or use of facilities.

             (d) To furnish door keys for the entry door(s) in the Premises at
the commencement of the Lease and to retain at all times, and to use in
appropriate instances, keys to all doors within and into the Premises. Tenant
agrees to purchase for $2.50 per key and $15.00 per card key only from Landlord
or Landlord's designee, additional duplicate keys or card keys as required, to
change no locks, and to affix no locks on doors without the prior written
consent of the Landlord. Notwithstanding the provisions for Landlord's access to
Premises, Tenant relieves and releases the Landlord of all responsibility
arising out of theft, robbery and pilferage. Upon the expiration of the Term or
of Lessee's right to possession, Tenant shall return all keys to Landlord and
shall disclose to Landlord the combination of any safes, cabinets or vaults left
in the Premises.

             (e) To designate and approve all window coverings used in the
Building.

             (f) To approve the weight, size and location of safes, vaults and
other heavy equipment and articles in and about the Premises and the Building so
as not to exceed the live load per square foot designated by the structural
engineers for the Building, and to require all such items and furniture and
similar items to be moved into or out of the Building and Premises only at such
times and in such manner as Landlord shall direct in writing. Tenant shall not
install or operate machinery or any mechanical devices of a nature not directly
related to Tenant's ordinary use of the Premises without the prior written
consent of Landlord, which consent shall not be unreasonably withheld nor
delayed. Tenant's movements of property into or out of the Building or Premises
and within the Building are entirely at the risk and responsibility of Tenant,
and Landlord reserves the right to require permits before allowing any property
to be moved into or out of the Building or Premises.

             (g) To establish controls for the purpose of regulating all
property and packages, both personal and otherwise, to be moved into or out of
the Building and Premises and all persons using the Building after normal office
hours.


                                       27

<PAGE>



             (h) To regulate delivery and service of supplies in order to insure
the cleanliness and security of the Premises and to avoid congestion of
receiving areas and freight elevators.

             (i) To show the Premises to lenders, purchasers and investors at
reasonable hours and to prospective tenants at reasonable hours during the last
twelve months of the Term and, if vacated or abandoned, to show the Premises at
any time and to prepare the Premises for re-occupancy.

             (j) To erect, use and maintain pipes, ducts, wiring and conduits,
and appurtenances thereto, in and through the Premises at reasonable locations.
Landlord shall use reasonable efforts to perform such work in a non-intrusive
and non-visible manner.

             (k) To enter the Premises at any reasonable time to inspect the
Premises.

             (1) To grant to any person or to reserve unto itself the exclusive
right to conduct any business or render any service in the Building. If Landlord
elects to make available to tenants in the Building any services or supplies, or
arranges a master contract therefor, Tenant agrees to obtain its requirements,
if any, therefore from Landlord or under any such contact, provided that the
charges therefor are reasonable.

             (m) To prescribe the location and style of the suite number and
identification sign or lettering for the Premises.

             (n) To grant to anyone the right to conduct any business or render
any service in the Building, whether or not it is the same as or similar to the
use expressly permitted to Tenant by Paragraph 5 hereof.

             (o) To require all persons entering or leaving the Building during
such hours as Landlord may from time to time reasonably determine to identify
themselves to security personnel by registration or otherwise in accordance with
Building security controls, and to establish their right to enter or leave in
accordance with Exhibit C attached to this Lease.

         20. Rules and Regulations. Tenant shall, and shall cause all of its
subtenants and occupants, its and their agents, employees, invitees and
licensees to, observe faithfully, and comply strictly with, the rules and
regulations attached to this Lease as Exhibit "C", as they may be supplemented
and revised by Landlord from time to time, for all tenants, and such other rules
and regulations promulgated from time to time by Landlord for all tenants, as in
the Landlord's judgment may be desirable for the safety, care and cleanliness of
the Building and the Premises, or for the preservation of good order therein.
Landlord shall not be liable to Tenant for violation of such rules and

                                       28
<PAGE>

regulations by, or for Landlord's failure to enforce the same against, any other
tenant, its subtenants and occupants and its and their agents, employees,
invitees or licensees, nor shall any such violation or failure constitute, or be
treated as contributing to, an eviction, actual or constructive, or affect
Tenant's covenants and obligations hereunder, or allow Tenant to reduce, abate
or offset the payment of any rent under this Lease.

         21. Landlord's Remedies. If default shall be made in the payment of any
rent or any installment thereof or in the payment of any other sum required to
be paid by Tenant under this Lease or under the terms of any other agreement
between Landlord and Tenant and such default shall continue for five (5) days,
or if default shall be made in the observance or performance of any of the other
agreements, covenants or conditions in this Lease (or in any other agreement
between Landlord and Tenant) which Tenant is required to observe and perform and
such default shall continue for 30 days after written notice to Tenant, or if a
default hereunder (or thereunder) involves a hazardous condition and is not
cured by Tenant immediately upon written notice to Tenant, or if the interest of
Tenant in this Lease shall be levied on under execution or other legal process,
or if any voluntary petition in bankruptcy or any similar relief shall be filed
by Tenant, or if any involuntary petition in bankruptcy shall be filed against
Tenant under any federal or state bankruptcy or insolvency act and shall not
have been dismissed within 30 days from the filing thereof, or if a receiver
shall be appointed for Tenant or any of the property of Tenant by any court and
such receiver shall not have been dismissed within 30 days from the date of his
appointment, or if Tenant shall make an assignment for the benefit of creditors,
or if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as
they mature, or if Tenant shall cease to occupy the Premises for a period of
seven (7) days during the Term (other than during the last sixty (60) days of
the Term or if Tenant has ceased to occupy the Premises due solely to Landlord's
inability to accommodate Tenant's needs for additional space in the Building),
or if Tenant fails to observe or perform any of the covenants with respect to
assignment, subletting or transfer set forth in paragraph 15 hereof, or if
Landlord, on more than two (2) occasions within any twelve-month period, gives
Tenant written notice concerning Tenant's failure to timely pay rent, the
Landlord may treat the occurrence of any one or more of the foregoing events as
a breach of this Lease, and thereupon at its option may, without notice or
demand of any kind to Tenant or any other person, have any one or more of the
following described remedies in addition to all other rights and remedies
provided at law or in equity or elsewhere herein:

             (a) The whole balance of rent, charges and all other sums payable
hereunder, whether or not payable as rent, for the entire balance of the Term,
and any renewal or extension thereof, herein reserved or agreed to be paid by
Tenant, or any part of such rent, charges and other sums, and also all or any

                                       29
<PAGE>

costs and sheriff's, marshal's, constable's or other official's commissions,
whether chargeable to Landlord or Tenant, including watchman's wages
(collectively the "Outstanding Amount"), shall be taken to be due and payable
from Tenant and in arrears as if by the terms of this Lease said balance of
rent, charges and other sums and expenses were on that date payable in advance;
provided, however, that the amount of any such judgment for the above-referenced
Outstanding Amount which shall be due from Tenant to Landlord shall be
discounted to present value using an interest factor of 8 percent per annum;
and/or

             (b) Landlord may terminate this Lease and the Term, in which event
Landlord may forthwith repossess the Premises by legal proceedings, force or
otherwise; and/or

             (c) Landlord may terminate Tenant's right of possession and may
repossess the Premises by legal proceedings, force or otherwise, without
terminating this Lease. After reentry or retaking or recovering of the Premises,
whether by termination of this Lease or not, Landlord may, but shall be under no
obligation to, relet the same or a portion thereof for such rent and upon such
terms as shall be deemed advisable by Landlord; and whether or not the Premises
are relet, Tenant shall be liable for any loss of rent for such period as would
be the balance of the term of this Lease and any renewals thereof plus the costs
and expenses of reletting and of redecorating, remodelling and making repairs
and alterations to the Premises for the purpose of reletting, the amount of such
liability to be computed monthly and paid by Tenant to Landlord at the end of
each month. Landlord shall use its commercially reasonable efforts to relet the
Premises provided, however, Landlord shall not be obligated to relet the
Premises before any other vacant space in the Building. Landlord shall in no
event be liable for, nor shall any damages or other sums to be paid by Tenant to
Landlord be reduced by, failure to relet the Premises or failure to collect the
rent from any reletting. Tenant shall not be entitled to any rents received by
Landlord in excess of the rents provided for in this Lease. Tenant agrees that
Landlord may file suit to recover any sums falling due under the terms of this
Paragraph 21 from time to time and that no suit or recovery of any portion due
Landlord hereunder shall be any defense to any subsequent action brought for any
amount not theretofore reduced to judgment in favor of Landlord; and/or

             (d) Landlord may enforce the provisions of this Lease and may
enforce and protect the rights of Landlord hereunder by a suit or suits in
equity or at law for the specific performance of any covenant or agreement
contained herein, and for the enforcement of any other appropriate legal or
equitable remedy, including, without limitation, injunctive relief, and for
recovery of all moneys due or to become due from Tenant under any of the
provisions of this Lease.

                                       30

<PAGE>




         If any payment of rent or any other sum, or any part of any such
payment, to be made by Tenant under the terms of this Lease shall become overdue
for a period in excess of five days Tenant shall pay to Landlord (x) a "late
charge" of $.04 for each dollar so overdue, for the purpose of defraying the
expense incident to handling such overdue or delinquent payment, and (y)
interest on the overdue amount at the Lease Interest Rate (defined below) from
the date when such payment was due until the date paid, but in no event more
than the amount or rate which is the maximum amount or rate Landlord may
lawfully charge in respect of Tenant in such circumstances under applicable law.
The "Lease Interest Rate" shall mean the greater of 15% per annum or such
variable per annum rate which is from time to time equal to 3% above the base
rate as stated by Citibank, N.A. or its successor, or, in the absence of there
being a successor to Citibank, N.A. by such other bank having an office in the
City of New York as Landlord may from time to time select. Nothing herein shall
be construed as waiving any rights of Landlord arising out of any default of
Tenant by reason of Landlord's accepting any such late charge or interest; the
right to collect a late charge and interest is separate and apart from any other
rights or remedies of Landlord after default by Tenant.

         Without limiting the generality of the foregoing, if Tenant shall be in
default in the performance of any of its obligations hereunder (after the
expiration of applicable notice and cure periods, if any), Landlord, without
being required to give Tenant any notice or opportunity to cure, may (but shall
not be obligated to do so), in addition to any other rights it may have in law
or in equity, cure such default on behalf of Tenant, and Tenant shall reimburse
Landlord upon demand for any sums paid or costs incurred by Landlord in curing
such default, including reasonable attorneys' fees and other legal expenses,
together with interest at the Lease Interest Rate from the dates of Landlord's
incurring of costs or expenses.

         Tenant further waives the right to any notices to quit as may be
specified in the Landlord and Tenant Act of Pennsylvania, Act of April 6, 1951,
as amended, or any similar or successor provision of law, and agrees that five
days notice shall be sufficient in any case where a longer period may be
statutorily specified.

         In addition to, and not in lieu of any of the foregoing rights granted
to Landlord;

             (i) [INTENTIONALLY OMITTED]

             (ii) When this Lease or Tenant's right of possession shall be
terminated by covenant or condition broken, or for any other reason, either
during the Term of this Lease or any renewal or extension thereof, and also when
and as soon as the Term hereby created or any extension thereof shall have
expired, it shall be lawful for any attorney as attorney for Tenant to file an

                                       31
<PAGE>

agreement for entering in any competent Court an action to confess judgment in
ejectment against Tenant and all persons claiming under Tenant, whereupon, if
Landlord so desires, a writ of Execution or of Possession may issue forthwith,
without any prior writ of proceedings, whatsoever, and provided that if for any
reason after such action shall have been commenced the same shall be determined
and the possession of the Premises hereby demised remain in or be restored to
Tenant, Landlord shall have the right upon any subsequent default or defaults,
or upon the termination of this Lease as hereinbefore set forth, to bring one or
more action or actions as hereinbefore set forth to recover possession of the
said Premises.

         In any action to confess judgment in ejectment, Landlord shall first
cause to be filed in such action an affidavit made by it or someone acting for
it setting forth the facts necessary to authorize the entry of judgment, of
which facts such affidavit shall be conclusive evidence, and if a true copy of
this Lease (and of the truth of the copy such affidavit shall be sufficient
evidence) be filed in such action, it shall not be necessary to file the
original as a warrant of attorney, any rule of Court, custom or practice to the
contrary notwithstanding.

         All remedies available to Landlord hereunder and otherwise available at
law or in equity shall be cumulative and concurrent. No determination of this
Lease nor taking or recovering possession of the Premises shall deprive Landlord
of any remedies or actions against Tenant for rent, for charges, or for damages
for the breach of any term, covenant or condition herein contained, nor shall
the bringing of any such action for rent, charges or breach of term, covenant or
condition, nor the resort to any other remedy or right for the recovery of rent,
charges or damages for such breach be construed as a waiver or release of the
right to insist upon the forfeiture and to obtain possession. The failure of
Landlord to insist upon strict and/or prompt performance of the terms,
agreements, covenants and conditions of this Lease or any of them, and/or the
acceptance of such performance thereafter shall not constitute or be construed
as a waiver of Landlord's right to thereafter enforce the same strictly
according to the tenor thereof in the event of a continuing or subsequent
default.

         22. Expenses of Enforcement. Tenant shall pay upon demand all
Landlord's costs, charges and expenses including the fees and out-of-pocket
expenses of counsel, agents and others retained by Landlord incurred in
enforcing Tenant's obligations hereunder or incurred by Landlord in any
litigation, negotiation or transaction in which the Tenant causes the Landlord
without the Landlord's fault to become involved or concerned.

         23. Covenant of Quiet Enjoyment. Landlord covenants that Tenant, on
paying the rent, charges for services and other payments herein reserved or

                                       32
<PAGE>

required and on keeping, observing and performing all the other material terms,
covenants, conditions, provisions and agreements herein contained on the part of
the Tenant to be kept, observed and performed, shall, during the Term, peaceably
and quietly have, hold and enjoy the Premises subject to the terms, covenants,
conditions, provisions and agreements hereof.

         24. Letter of Credit. Notwithstanding any provision of this Section 24,
upon execution of this Lease, Tenant shall deliver to Landlord an irrevocable
one (1) year Letter of Credit in the amount of One Hundred Ninety-One Thousand
Dollars ($191,000.00) and in the form attached hereto as Exhibit "F" . Said
Letter of Credit shall be established with a federally insured financial
institution satisfactory to Landlord. Tenant shall renew such Letter of Credit
as required by this paragraph for each year (and partial year) of the Term, and
shall deliver to Landlord written proof that the same has been timely renewed at
least thirty (30) days prior to the expiration thereof. The Letter of Credit
shall authorize Landlord, at Landlord's sole option, to draw upon the Letter of
Credit by a draft delivered to the issuer thereof accompanied by an affidavit of
an authorized agent of Landlord certifying that: (i) the Tenant is in default
under the Lease beyond any applicable cure periods, if any, or (ii) that Tenant
has failed to timely renew the Letter of Credit. In either such case, Landlord
shall be entitled to draw upon the entire amount thereof (the "Collateral") to
cure any outstanding default, or, at Landlord's sole option, to apply towards
future rent due under the Lease or otherwise as set forth below. Tenant's
failure to timely deliver or renew said Letter of Credit shall constitute a
default under the Lease.

         If Tenant fails to perform any of its obligations hereunder, after
expiration of any applicable notice or grace periods, Landlord may use, apply or
retain the whole or any part of the Collateral for the payment of (a) any rent
or other sums of money which Tenant may not have paid when due, (b) any sum
expended by Landlord on Tenant's behalf in accordance with the provisions of
this Lease, and/or (c) any sum which Landlord may expend or be required to
expend by reason of Tenant's default, including, without limitation, any damage
or deficiency in or from the reletting of the Premises as provided in Paragraph
21. The use, application or retention of the Collateral, or any portion thereof,
by Landlord shall not prevent Landlord from exercising any other right or remedy
provided by this Lease or by law (it being intended that Landlord shall not
first be required to proceed against the Collateral) and shall not operate as a
limitation on any recovery to which Landlord may otherwise be entitled. If any
portion of the Collateral is used, applied or retained by Landlord for the
purposes set forth above, Tenant agrees, within ten days after the written
demand therefor is made by Landlord, to deposit cash with the Landlord in an
amount sufficient to restore the Collateral to its original amount.


                                       33

<PAGE>



         Tenant acknowledges that Landlord has the right to transfer or mortgage
its interest in the Land and the Building and in this Lease and Tenant agrees
that in the event of any such transfer or mortgage, Landlord shall have the
right to transfer or assign the Collateral to the transferee or mortgagee. In
the event of any such transfer or mortgage, the issuer of the Letter of Credit
shall re-issue the same in favor of the transferee or mortgagee within ten (10)
days of Landlord's written instructions. Upon written acknowledgement of
transferee's or mortgagee's receipt of such Collateral, Landlord shall thereby
be released by Tenant from all liability or obligation for the return of such
Collateral and Tenant shall look solely to such transferee or mortgagee for the
return of the Collateral.

         25. Real Estate Broker. Tenant represents that Tenant has dealt with
(and only with) Binswanger and Jackson-CrossoONCOR International as brokers in
connection with this Lease, whose commission Landlord hereby agrees to pay
pursuant to separate agreement between such brokers and Landlord. Insofar as
Tenant knows, no other broker negotiated this Lease or is entitled to any
commission in connection therewith. Landlord and Tenant agree to indemnify,
defend and hold each other harmless from and against any claims, for a
commission or other compensation in connection with this Lease, made by any
broker or finder other than the brokers named above who claims to have dealt
with or communicated with Landlord or Tenant as the case may be, in connection
with this Lease, provided that either party has not in fact retained such broker
or finder and has not agreed to pay such broker(s) fees.

         26. Miscellaneous.

             (a) Rights Cumulative. All rights and remedies of Landlord under
this Lease shall be cumulative and none shall exclude any other rights or
remedies allowed by law, in equity or otherwise.

             (b) Captions and Usage. The titles appearing in connection with the
various sections and paragraphs of this lease are for convenience only; they are
not intended to indicate all of the subject matter in the text and they are not
to be used in interpreting this Lease nor for any other purpose in the event of
any controversy. As used herein (i) the term "person" shall be deemed to include
a natural person, a trustee, a corporation, a joint venture, a partnership, a
limited liability company, a governmental unit and any other form of legal
entity; (ii) all usages in the singular or plural number shall be deemed to have
been made, respectively, in the plural or singular number as well; the use of
any gender includes all genders.

             (c) Binding Effect. Each of the provisions of this Lease shall
extend to and shall, as the case may require, bind or inure to the benefit not

                                       34
<PAGE>

only of the Landlord and of Tenant, but also of their respective successors or
assigns, provided this clause shall not permit any assignment by Tenant contrary
to the provisions of Paragraph 15 hereof.

             (d) Lease Contains All Terms. All of the representations and
obligations of Landlord are contained herein, and no modification, waiver or
amendment of this Lease or of any of its conditions or provisions shall be
binding upon the parties unless in writing signed by both parties or by a duly
authorized agent of such party empowered by a written authority signed by such
party.

                  (e) Delivery for Examination. Submission of the form of the
Lease for examination shall not bind Landlord in any manner, and no Lease or
obligations of the Landlord shall arise until this instrument is signed by both
Landlord and Tenant and delivery is made to each; provided, however, the
execution and delivery by Tenant of this Lease to Landlord or Manager, or the
leasing agent of the Building shall constitute an irrevocable offer by Tenant to
lease the Premises on the terms and conditions herein contained, which offer may
not be revoked for thirty (30) days after such delivery.

             (f) No Air Rights. No rights to any view or to light or air over
any property, whether belonging to Landlord or any other person, are granted to
Tenant by this Lease.

             (g) Modification of Lease. If any prospective Mortgagee or
Paramount Lessor requires that certain modifications be made to this Lease,
which modifications will not require Tenant to pay any additional amounts or
otherwise change materially the rights or obligations of Tenant hereunder,
Tenant shall, within ten (10) days following Landlord's request, execute and
deliver appropriate instruments effecting such modifications. Tenant's failure
to complete, execute and deliver any such modifications within five (5) days
after Landlord's request therefor shall be deemed a material default under
Paragraph 21 hereof, or, at Landlord's sole option, Tenant shall be deemed to
have irrevocably appointed Landlord or Beneficiary (if Landlord is a trustee of
a land trust) as Tenant's attorney-in-fact to execute and deliver such
modifications in Tenant's name.

             (h) [INTENTIONALLY OMITTED

             (i) Transfer of Landlord's Interest. Notwithstanding anything
contained herein to the contrary, Tenant agrees that neither Landlord nor any
partner in Landlord or Beneficiary, as the case may be, nor any other person
having any interest, direct or indirect, immediate or more removed than
immediate, in Landlord or Beneficiary, as the case may be, shall have any
personal liability with respect to any of the provisions of this Lease and
Tenant shall look solely to the estate and property of Landlord in the Land and
the Building for the satisfaction of Tenant's remedies, including without

                                       35
<PAGE>

limitation, the collection of any judgment or the enforcement of other judicial
process requiring the payment or expenditure of money by Landlord, subject,
however, to the prior rights of any Mortgagee, and no other assets of Landlord
and Beneficiary (if Landlord is a trustee of a land trust) or its partners, or
of any other aforesaid person having an interest in Landlord or Beneficiary, as
the case may be, shall be subject to levy, execution or other judicial process
for the satisfaction of Tenant's claims. Without limitation of the foregoing,
upon each transfer of the Land and the Building and the landlord's interest in
this Lease, the transferor shall automatically be released from all liability
under this Lease. Tenant further acknowledges that Landlord may assign its
interest in this Lease to a mortgage lender as additional security and agrees
that such an assignment shall not release Landlord from its obligations
hereunder and that, subject to the other provisions of this Section, Tenant
shall continue to look to Landlord for the performance of its obligations
hereunder.

             (j) Prohibition Against Recording. Neither this Lease, nor any
memorandum, affidavit or other writing with respect thereto, shall be recorded
by Tenant or by anyone acting through, under or on behalf of Tenant, and the
recording thereof in violation of this provision shall make this Lease null and
void at Landlord's election.

             (k) Covenants and Conditions. All of the covenants of Tenant
hereunder shall be deemed and construed to also be "conditions", if Landlord so
elects, as well as "covenants" as though the words specifically expressing or
importing covenants and conditions were used in each separate instance.

             (l) Relationship of Parties. Nothing contained in this Lease shall
be deemed or construed by the parties hereto or by any third party to create the
relationship of principal and agent, partnership, joint venturer or any
association between Landlord and Tenant, it being expressly understood and
agreed that neither the method of computation of rent nor any act of the parties
hereto shall be deemed to create any relationship between Landlord and Tenant
other than the relationship of landlord and tenant.

             (m) Application of Payments. Landlord shall have the right to apply
payments received from Tenant pursuant to this Lease (regardless of Tenant's
designation of such payments) to satisfy any obligations of Tenant hereunder, in
such order and amounts, as Landlord in its sole discretion, may elect.

             (n) Partial Invalidity. If any term, provision or condition
contained in this Lease shall, to any extent, be invalid or unenforceable, the
remainder of this Lease (or the application of such term, provision or condition
to persons or circumstances other than those in respect of which it is invalid
or unenforceable) shall not be affected thereby, and each and every other term,
provision and condition of this Lease shall be valid and enforceable to the
fullest extent possible permitted by law.

                                       36
<PAGE>


             (o) Waiver of Trial by Jury. Landlord and Tenant hereby do waive
trial by jury in any action, proceeding or counterclaim brought by either of the
parties hereto against the other on any matter whatsoever arising out of, or in
any way connected with, this Lease, the relationship of Landlord and Tenant,
Tenant's use or occupancy of the Premises, or any claim of injury or damage in
any emergency statutory or any other statutory remedy.

             (p) Tenant's Authority. Tenant hereby represents that Tenant is a
corporation, duly organized pursuant to the laws of the Commonwealth of
Pennsylvania, and is authorized to conduct business in the Commonwealth of
Pennsylvania. Upon the execution of this Lease, Tenant shall furnish Landlord
with a certified copy of _________, certified by Tenant's secretary as being a
true and correct copy of such _____________. The persons executing this Lease on
behalf of Tenant further represent and warrant that they are duly authorized to
do so, and that they occupy the positions with Tenant as delineated on the
signature page(s) of this Lease.

             (q) Moving Allowance. Provided Tenant is not in default hereunder,
Landlord shall reimburse Tenant an amount not to exceed $50,860.00 (the "Moving
Allowance"). Payment shall be conditioned upon presentation of paid invoices
equal to, or in excess of, the Moving Allowance. Such expenditures shall have
been incurred in the relocation of Tenant's personal property and equipment from
its current place of business to the Premises.

             (r) Landlord Representation. Landlord hereby represents and
warrants that as of the date hereof, it is the fee simple owner of the Building
and the Premises and it has the right and authority to lease the Premises to
Tenant pursuant to this Lease.


         27. Notices. All notices to be given under this Lease shall be in
writing and delivered personally or by reputable overnight courier, or deposited
in the United States mail, certified or registered mail with return receipt
requested, postage prepaid, addressed as follows:

                  If to Landlord:

                  Philadelphia Freedom Partners, L.P.
                  c/o Amerimar Triad Management Company, Inc.
                  Triad Building - Suite 320
                  2200 Renaissance Boulevard
                  King of Prussia, PA  19406
                  Attention:  Property Manager

                                       37


  <PAGE>



                  with a copy to:

                  Amerimar Enterprises, Inc.
                  210 West Rittenhouse Square, Suite 1900
                  Philadelphia, PA  19103
                  Attention: Gerald Marshall
                             Howard Treatman, Esquire


or to such other person or such other address designated by notice sent by
Landlord or Tenant.

                  If to Tenant:

                  At the address set forth at the
                  beginning of this Lease,

                  With a copy to:

                  Brad Molotsky, Esquire
                  Pepper, Hamilton & Sheetz
                  3000 Two Logan Square
                  18th and Arch Streets
                  Philadelphia, PA  19103-2799


And after occupancy of the Premises by Tenant, at the Premises, or to such other
address as is designated by Tenant in a notice to Landlord.

Notice by mail shall be deemed to have been given when deposited in the United
States mail as aforesaid. Notice from the building or property manger shall be
deemed to be notice from Landlord. If Tenant vacates the Premises, then notices
may be served on the Tenant's registered agent, or if there be no agent, then
notices may be by publication.

         28. Hazardous Materials. (a) Tenant shall not transport, use, store,
maintain, generate, manufacture, handle, dispose, release or discharge any
"Hazardous Material" (as defined below) upon or about the Property, nor permit
Tenant's employees, agents, contractors, and other occupants of the Premises to
engage in such activities upon or about the Property. However, the foregoing
provisions shall not prohibit the transportation to and from, and use, storage,
maintenance and handling within, the Premises of substances customarily used in
offices (or such other business or activity expressly permitted to be undertaken
in the Premises under Paragraph 5); provided that such substances shall be used
and maintained only in such quantities as are reasonably necessary for such
permitted use of the Premises, strictly in accordance with applicable law and
the manufacturers' instructions thereto, and any remaining such substances shall
be completely, properly and lawfully removed from the Property upon expiration
or earlier termination of this Lease.

                                       38
<PAGE>


         (b) Tenant shall promptly notify Landlord of: (i) any enforcement,
cleanup or other regulatory action taken or threatened by any governmental or
regulatory authority with respect to the presence of any Hazardous Material on
the Premises or the migration thereof from or to other property, (ii) any
demands or claims made or threatened by any party against Tenant or the Premises
relating to any loss or injury resulting from any Hazardous Material, (iii) any
release, discharge or nonroutine, improper or unlawful disposal or
transportation of any Hazardous Material on or from the Premises, and (iv) any
matters where Tenant is required by law to give a notice to any governmental
regulatory authority respecting any Hazardous Materials on the Premises.
Landlord shall have the right (but not the obligation) to join and participate,
as a party, in any legal proceedings or actions affecting the Premises initiated
in connection with any environmental, health or safety law. At such times as
Landlord may reasonably request, Tenant shall provide Landlord with a written
list identifying any Hazardous Material then used, stored, or maintained upon
the Premises, the use and approximate quantity of each such material, a copy of
any material safety data sheet ("MSDS") issued by the manufacturer therefor,
written information concerning the removal, transportation and disposal of the
same, and such other information as Landlord may reasonably require or as may be
required by law. The term "Hazardous Material" for purposes hereof shall mean
any chemical, substance, material or waste or component thereof which is now or
hereafter listed, defined or regulated as a hazardous toxic chemical, substance,
material or waste or component thereof by any federal, state or local governing
or regulatory body having jurisdiction, or which would trigger any employee or
community "right-to-know" requirements adopted by any such body, for which any
such body has adopted any requirements for the preparation or distribution of an
MSDS.

         (c) If any Hazardous Material is released, discharged or disposed of by
Tenant or any other occupant of the Premises, or their employees, agents or
contractors, on or about the Property in violation of the foregoing provisions,
Tenant shall immediately, properly and in compliance with applicable laws clean
up and remove the Hazardous Material from the Property and any other affected
property and clean or replace any affected personal property (whether or not
owned by Landlord), at Tenant's expense. Such clean up and removal work shall be
subject to Landlord's prior written approval (except in emergencies), and shall
include, without limitation, any testing, investigation, and the preparation and
implementation of any remedial action plan required by any governmental body
having jurisdiction or reasonably required by Landlord. If Tenant shall fail to
comply with the provisions of this Article within five (5) days after written
notice by Landlord, or such shorter time as may be required by law or in order

                                       39
<PAGE>

to minimize any hazard to persons or property, Landlord may (but shall not be
obligated to) arrange for such compliance directly or as Tenant's agent through
contractors or other parties selected by Landlord, at Tenant's expense (without
limiting Landlord's other remedies under this Lease or applicable law).

29. ADA. The parties acknowledge that the Americans with Disabilities Act of
1990 (42 U.S.C. ss.12101 et seq.) and regulations and guidelines promulgated
thereunder, as amended and supplemented from time to time (collectively referred
to herein as the "ADA") establish requirements under Title III of the ADA
("Title III") pertaining to business operations, accessibility and barrier
removal, and that such requirements may be unclear and may or may not apply to
the Premises and the Building. The parties acknowledge and agree that Tenant has
been provided an opportunity to inspect the Premises and the Building sufficient
to determine whether or not the Premises and the Building in their condition as
of the date hereof deviate in any manner from the ADA Accessibility Guidelines
("ADAAG") or any other requirements under the ADA pertaining to the
accessibility of the Premises or the Building. Tenant further acknowledges and
agrees that except as may otherwise be specifically provided herein, Tenant
accepts the Premises and the Building in "as-is" condition and agrees that
Landlord makes no representation or warranty as to whether the Premises or the
Building conform to the requirements of the ADAAG or any other requirements
under the ADA pertaining to the accessibility of the Premises or the Building.
Tenant has prepared or reviewed the plans and specifications for the Landlord's
Work and the Tenant's Work within the Premises and the architect hired to
prepare such plans will independently determine that such plans and
specifications are in conformance with the ADAAG and any other requirements of
the ADA. Tenant further acknowledges and agrees that to the extent that Landlord
prepared, reviewed or approved any of those plans and specifications, such
action shall in no event be deemed any representation or warranty that the same
comply with any requirements of the ADA. Notwithstanding anything to the
contrary in this Lease, the parties hereby agree to allocate responsibility for
Title III compliance as follows: (a) Tenant shall be responsible for all Title
III compliance and costs in connection with the Premises, including structural
work, if any, and including any leasehold improvements or other work to be
performed in the Premises under or in connection with this Lease, and (b)
Landlord shall perform, and Tenant shall be responsible for the cost of, any
so-called Title III "path of travel" requirements triggered by any construction
activities or alterations in the Premises. Except as set forth above with
respect to Landlord's Title III obligations, tenant shall be solely responsible
for all other requirements under the ADA relating to the Tenant or any
affiliates or persons or entities related to the Tenant (collectively,
"Affiliates"), operations of the Tenant or Affiliates, or the Premises,
including, without limitation, requirements under Title I of the ADA pertaining
to Tenant's employees.

                                       40

<PAGE>




         IN WITNESS WHEREOF, Landlord and Tenant, intending to be legally bound
hereby, have executed this Agreement of Office Lease as of the day and year
first above written.

TENANT:                                      LANDLORD:

OWOSSO CORPORATION                           PHILADELPHIA FREEDOM PARTNERS,
                                             L.P.
By:       John H. Wert, Jr.
   ---------------------------------
                                             By:      Amerimar Triad Management
         Its:  Svp. Finance & CFO                     Co., Inc., as Agent for
             -----------------------                  Owner
                    (Title)                    


Attest:     John A. Craft                    By:      Steven Gleason
       -----------------------------            ------------------------------

Its:   Director Corporate Accounting         Its:    President
     --------------------------------            -----------------------------





                                       41

<PAGE>



                                    EXHIBIT A

              [This Exhibit includes a plan of the leased premises]



<PAGE>



                                    EXHIBIT B

                                 LANDLORD'S WORK



Work to be completed as set forth on Plan SK-2 dated August 20, 1996 by Polek
Schwartz Architects for Owosso Corporation (Project Number 96-020-135), Triad
Building, First Floor, "B" wing.





<PAGE>



                               EXHIBIT C TO LEASE

                                       FOR

                               THE TRIAD BUILDING

                               KING OF PRUSSIA, PA


                              RULES AND REGULATIONS


         (a) Any sign, lettering, picture, notice, or advertisement installed
within Tenant's Premises which is visible to the public from within the Building
shall be installed at Tenant's cost and in such manner, character and style as
Landlord may approve in writing. No sign, lettering, picture, notice or
advertisement shall be placed on any outside window or in any position so as to
be visible from inside or outside the Building.

         (b) The use of the name of the Building or of pictures or illustrations
of the Building in advertising or other publicity, without prior written consent
of Landlord, is prohibited.

         (c) Tenant, its subtenants and its and their customers, invitees,
licensees, and guests

             (i) shall not obstruct sidewalks, entrances, passages, atrium,
courts, corridors, vestibules, halls, elevators and stairways in and about the
Building,

             (ii) shall not use sidewalks, entrances, passages, atrium, courts,
corridors, vestibules, halls, elevators and stairways, outside of the Premises,
in and about the Building, for storage or as a waiting area or reception area,

             (iii) shall not place objects against glass partitions or doors or
windows or adjacent to any open common space which would be unsightly from the
Building corridors or from the exterior of the Building, and will promptly
remove the same upon notice from Landlord,

             (iv) shall not make noises, cause disturbances, conduct itself or
permit its employees, agents, licensees, invitees or contractors to conduct
themselves in a manner inconsistent with the comfort, safety or convenience of
other tenants or the first-class character of the Building or create vibrations,
odors or noxious fumes or use or operate any electrical or electronic devices or
other devices that emit sound, waves or are dangerous to other tenants and
occupants of the Building or that would interfere with the operation of any

<PAGE>

device or equipment or radio or television broadcasting or reception from or
within the Building or elsewhere, and shall not place or install any
projections, antennae, aerials or similar devices inside or outside of the
Premises,

             (v) shall not make any room-to-room canvass to solicit business
from other tenants in the Building, and shall not exhibit, sell or offer to
sell, use, rent or exchange any item or services in or from the Premises unless
ordinarily embraced within the Tenant's use of the Premises as specified in its
lease,

             (vi) shall refrain from attempting to adjust any controls,

             (vii) shall not waste, and shall not suffer or permit to be wasted,
electricity or water and shall cooperate fully with Landlord to assure the most
effective operation of the Building's heating and air conditioning,

             (viii) shall keep public corridor doors closed, and

             (ix) shall neither install nor operate machinery or any mechanical
devices of a nature not directly related to Tenant's ordinary use of the
Premises without the written permission of the Landlord.

         (d) Bicycles shall not be permitted in the Building in other than
Landlord-designated locations.

         (e) Tenant assumes full responsibility for protecting its space from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to the Premises closed and secured.

         (f) Peddlers, solicitors and beggars shall be reported to the office of
the Building or as Landlord otherwise requests.

         (g) No person or contractor not employed by Landlord shall be used to
perform window washing, cleaning, or other work in the Premises.

         (h) Unless Landlord so consents, Tenant shall not, and Tenant shall not
permit or suffer anyone to:

             (i) Cook in the premises other than a microwave oven as part of
pantry operations;

             (ii) Place vending or dispensing machines of any kind in or about
the Premises; or

             (iii) At any time sell, purchase or give away, or permit the sale,
purchase or gift of, food in any form.

                                      -2-
<PAGE>


             (iv) Use the Premises for lodging or for any immoral or illegal
purposes.

             (v) Use the Premises to engage in the manufacture or sale of, or
permit the use of, any spirituous, fermented, intoxicating or alcoholic
beverages on the Premises.

             (vi) Use the premises to engage in the manufacture or sale of, or
permit the use of, any illegal drugs.

         (i) Tenant must move into the Building only between the hours of 6:00
p.m. and 11:00 p.m. Monday through Friday or Saturday and Sunday between the
hours of 10:00 a.m. and 3:30 p.m. Tenant must move out of the Building only
between the aforementioned hours. Tenant must pay prevailing wages to
maintenance crew per man for assisting Tenant's move-out.

         (j) Access to the Building or to the halls, corridors, elevators and
stairways in the Building may be restricted, and access at all times shall be
gained only by exhibiting an appropriate security pass or by otherwise complying
with the established Building security regulations. Landlord may from time to
time establish security controls and regulations for the purpose of regulating
or restricting access to the Building, and Landlord may restrict access to
washrooms by key, key combination or other security device. Tenant shall abide
by all such security controls and regulations so established.

         (k) A directory of the Building shall be located in the lobby of the
Building and one line thereof shall be available for Tenant's name and will be
provided at the expense of Landlord. Any additional names or modifications to
existing name(s) requested by Tenant in the directory other than Tenant's name
must be approved by Landlord in writing, and, if so approved, will be provided
at the sole expense of Tenant.

         (l) Service requirements of Tenant will be attended to only upon
application at the management office for the Building. Employees of Landlord,
its beneficiaries or the managing agent of the Property shall not perform any
work or do anything outside of their duties unless under special instructions
from Landlord.

         (m) The toilet rooms, urinals, wash bowls and the other bathroom
apparatus shall not be used for any purpose other than that for which they were
constructed, and no foreign substance of any kind whatsoever shall be thrown
therein, and the expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose employees,
agents, licensees, invitees or contractors, shall have caused it.

                                      -3-
<PAGE>


         (n) Tenant shall not use or permit to be brought into the Premises or
the Building any flammable oils or fluids, or any explosive or other articles
deemed hazardous to persons or property, or do or permit to be done anything in
or upon the Premises, or bring or keep anything therein, which shall not comply
with all rules, orders, regulations or requirements of any organization, bureau,
department or body having jurisdiction with respect thereto (and Tenant shall at
all time comply with all such rules, orders, regulations or requirements), or
which shall invalidate or increase the rate of insurance on the Building, its
appurtenances, contents or operation.

         (o) Tenant shall not attach or permit to be attached additional locks
or similar devices to any door or window, change existing locks or the
mechanisms thereof, or make or permit to be made any keys or security access
cards for any door other than those provided by Landlord. If more than two keys
or security access cards are desired, Landlord will provide them to Tenant upon
payment therefor by Tenant. Upon termination of this Lease or of Tenant's
possession, Tenant shall surrender all keys or security access cards to the
Premises and all keys or security access cards for offices, rooms or toilet
rooms which have been furnished to Tenant or which Tenant shall have made, and
in the event of loss of any keys or security access cards so furnished, Tenant
shall pay Landlord therefor.


                                       -4-

<PAGE>



                                    EXHIBIT D
                                    ---------

                              Schedule of Base Rent
                              ---------------------

                             Annual               Monthly
Period                      Base Rent            Base Rent
------                      ---------            ---------
October 1, 1996 -
  September 30, 1997        $186,020.45          $ 15,501.70
October 1, 1997 -
  September 30, 1998        $231,031.55          $ 19,252.63
October 1, 1998 -
  September 30, 1999        $255,952.95          $ 21,329.41
October 1, 1999 -
  September 30, 2006        $305,160.00          $ 25,430.00



<PAGE>

                                   EXHIBIT F

                            Form of Letter of Credit
                            ------------------------

                               [Bank Letterhead]

            Irrevocable Unconditional Letter of Credit No. _________

August ______, 1996


Philadelphia Freedom Partners, L.P.
c/o Amerimar Enterprises, Inc.
210 W. Rittenhouse Square
Suite 1900
Philadelphia, PA  19103

Dear Sir/Madam:

By order of our client, Owosso Corporation, a Pennsylvania corporation
("Owosso"), we hereby open our irrevocable, unconditional Letter of Credit No.
________ in favor of Philadelphia Freedom Partners, L.P., for an amount equal 
to One Hundred Ninety-One Thousand Dollars ($191,000.00), U.S., effective 
immediately.

This Letter of Credit shall expire automatically on September 30, 1997 ("First
Expiry Date"), unless extended or terminated as set forth herein. This Letter of
Credit shall be automatically extended, without amendment (except for the amount
of a permitted site draft as described below), for nine (9) additional one (1)
year periods on each anniversary of the First Expiry Date (each an "Extended
Expiry Date") unless Philadelphia Freedom Partners, L.P.
receives written notice from us, ______________________________________________
__________________________________________("Issuer"), by certified mail, return
receipt requested, at least thirty (30) days prior to the First Expiry Date or
Extended Expiry Date then in effect, that this Letter of Credit will not be
extended for an additional one (1) year period ("Notice"). If Issuer gives such
Notice, this Letter of Credit shall expire at the close of business at the
offices of Issuer on the First Expiry Date or Extended Expiry Date, as
applicable.

Site drafts may be made in the full face amount or in any partial amount. Funds
under this Letter of Credit are available to you against your site draft on us
mentioning thereon our Letter of Credit No. ____, accompanied by an affidavit 
of an authorized agent of Landlord certifying that: (i) Owosso is in default
under the Lease beyond any applicable cure periods, if any, or (ii) Owosso has

                                       -6-

<PAGE>




Philadelphia Freedom Partners, L.P.
c/o Amerimar Enterprises, Inc.
August    , 1996
Page -2-



failed to timely renew this Letter of Credit, or (iii) Issuer has sent us timely
notice that this Letter of Credit will not be extended for an additional one (1)
year period, and Owosso has not provided us with a satisfactory replacement at
least thirty (30) days prior to the First Expiry Date or Extended Expiry Date,
as applicable.

This Letter of Credit is transferable and may be transferred one or more times
upon receipt of your written instructions. We will reissue this Letter of Credit
in favor of any transferee within ten (10) days of the date of your written
instructions.

We hereby agree with you that all site drafts drawn in accordance with the terms
of this Letter of Credit will be duly honored upon presentment and delivery to
Issuer's office at ____________________________________________________________
__________________________________________on or before the First Expiry Date or
the Extended Expiry Date, as applicable. If a site draft is delivered to us on 
or before 12:00 noon on any day on which we are open for business, it will be
will honored and paid on the next day on which we are open for business, and 
if a site draft is delivered to us after 12:00 noon on any day on which we are 
open for business, it will be will honored and paid on the second day 
thereafter on which we are open for business.

Except as otherwise specified herein, this Letter of Credit is subject to the
Uniform Customs and Practice for Documentary Credits, International Chamber of
Commerce Publication No. 500, 1993 revision ("UCP"), and shall be subject to the
Pennsylvania Uniform Commercial Code with respect to those matters not addressed
by the UCP.

Very truly yours,

[Name of Bank]


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

Title:
      -----------------------------



                                       -7-