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                       SURRENDER AND ACCEPTANCE AGREEMENT

1.0      PARTIES

         1.1      THIS AGREEMENT made this 31st day of December, 2003 is between
                  TRIAD REALTY ASSOCIATES L.L.C. ("Landlord") whose address is
                  c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford,
                  New Jersey 07016 and OWOSSO CORPORATION ("Tenant"), whose
                  address is 2200 Renaissance Boulevard, King of Prussia,
                  Pennsylvania 19406.


2.0      STATEMENT OF FACTS

         2.1      Landlord's predecessor in interest, Philadelphia Freedom
                  Partners, L.P., and Tenant entered into a lease dated
                  September 6, 1996 (the "Lease") covering approximately 12,715
                  gross rentable square feet on the first (1st) floor (the
                  "Premises") in the building located at 2200 Renaissance
                  Boulevard, King of Prussia, Pennsylvania (the "Building"); and

         2.2      Tenant has been in default under the Lease; and

         2.3      Tenant wishes to avoid any future defaults under the Lease and
                  surrender and vacate the Premises prior to the Lease
                  expiration date of September 30, 2006 (the "Lease Expiration
                  Date"); and

         2.4      Landlord shall agree to waive its further rights, except those
                  rights exercised in this Agreement, with respect to any prior
                  default by Tenant under the Lease and agree to an early
                  termination of the Lease, provided that Tenant complies with
                  the provisions set forth herein; and

         2.5      The parties desire to amend certain terms of the Lease as set
                  forth below.


3.0      AGREEMENT

         NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter set forth, Landlord and Tenant agree as follows:

         3.1      The above recitals are incorporated herein by reference.

         3.2      All capitalized and non-capitalized terms used in this
                  Agreement which are not separately defined herein but are
                  defined in the Lease shall have the meaning given to any such
                  term in the Lease.

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         3.3      Tenant hereby acknowledges that Tenant has been in default
                  under the Lease. In consideration for Landlord's waiver of any
                  further rights that Landlord may have under the Lease in
                  connection with such default, except those rights exercised in
                  this Agreement, Tenant hereby agrees to deposit with Landlord
                  additional security upon Tenant's execution and delivery of
                  this Agreement, in an amount equal to $51,618.42. On the first
                  (1st) day of each of the calendar months of January, 2004,
                  February, 2004 and March 2004, Landlord shall withdraw from
                  such security deposit the monthly installment of Base Rent and
                  Additional Rent payable by Tenant under the Lease. In
                  consideration for Landlord's waiver of its rights under the
                  Lease with respect to any prior default by Tenant, except
                  those rights exercised in this Agreement, and provided that
                  Tenant complies with the terms of this Agreement and otherwise
                  is not in default under the Lease, the Lease shall expire on
                  the earlier of (i) the date a successor tenant occupies the
                  entire portion of the Premises not currently subject to the
                  Sublease (as hereinafter defined) and begins paying rent or
                  (ii) March 31, 2004 (the "Termination Date"). If Tenant fails
                  to comply with this Agreement or is otherwise in default under
                  the Lease prior to the Termination Date, then the Lease shall
                  expire on September 30, 2006, and Landlord shall have all of
                  its rights and/or remedies under the Lease and at law and/or
                  equity and no waiver or impairment of any of Landlord's rights
                  and/or remedies shall occur. Notwithstanding anything
                  contained herein or in the Lease to the contrary, as of the
                  date that Tenant shall vacate and surrender the Premises,
                  Tenant shall have no further obligation to maintain the
                  Premises or maintain insurance covering the Premises.

         3.4      In addition to the foregoing and as additional consideration
                  for this Agreement, Tenant agrees that Landlord shall have the
                  right to negotiate the letter of credit currently being held
                  by Landlord as security under the Lease and retain the
                  proceeds therefrom in the amount of $191,000.00 on the
                  Termination Date. Landlord's right to use and apply any or all
                  of the security provided for in this Agreement and/or any
                  amounts paid by Tenant to the Landlord under this Agreement
                  shall not in any way be impaired or waived by the early
                  surrender and/or termination under the terms of this
                  Agreement.

         3.5      As additional consideration for this Agreement, Landlord
                  grants to the Tenant the right to assign or sublet the entire
                  Premises excluding the portion of the Premises that is subject
                  to the sublease to Communications Media Incorporated ("CMI")
                  upon the conditions, limitations, and terms set forth herein
                  and is also subject to all terms of the Lease. The Tenant's
                  right to assign or sublet referred to in this paragraph shall
                  only be to a single subtenant or assignee. Any assignment or
                  sublet under this paragraph shall only be made to an assignee
                  or subtenant for the same use of the Premises as that of the
                  Tenant and, further provided, that the assignee's term and
                  assumption of obligations under the Lease shall commence on
                  April 1, 2004 subject to the assignee giving to the Landlord
                  and the Landlord being satisfied with same, adequate assurance
                  of future performance under said Lease. The parties agree that
                  both the Landlord and the Tenant shall have the concurrent
                  right to obtain a tenant or assignee, as the case may be. In
                  the event Landlord shall obtain a tenant, Landlord shall give
                  written notice thereof to Tenant, and the Tenant's right to
                  obtain an assignee shall terminate and the Tenant shall have
                  no further claim or rights hereunder including but no limited
                  to a refund of any monies or claim for damages. Tenant's right
                  to assign or sublet referred to in this paragraph shall expire
                  at 5:00 pm on March 31, 2004. Tenant's right to assign or
                  sublet referred to in this paragraph is also conditioned upon
                  the complete absence of any future defaults by the Tenant
                  under the Lease and this Agreement. Any such default shall
                  constitute a waiver by the Tenant of the right to assign or
                  sublet, as discussed in this paragraph, except that Tenant's
                  failure to maintain insurance or maintain the Premises
                  accruing subsequent to the Tenant's surrender and/or vacating
                  of the Premises shall not be considered a default for purposes
                  of this paragraph only.

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         3.6      Tenant acknowledges that its agreement to pay Landlord for
                  November 2003 rent and December 2003 rent served as partial
                  consideration for the Landlord's consent to amend certain
                  terms of the Lease as set forth in this Agreement and based on
                  the conditions set forth herein, to permit continued
                  possession of the Premises through January 15, 2004 under the
                  terms of this Agreement despite the Tenant's prior default,
                  and to permit early surrender and early termination of the
                  Lease under the terms of this Agreement and based on the
                  conditions set forth herein.

         3.7      As additional consideration for this Agreement, Tenant shall
                  procure from the subtenant occupying the Premises, CMI, an
                  attornment agreement, satisfactory to Landlord, whereby CMI
                  agrees to attorn to and accept Landlord as sublandlord under
                  the sublease dated June 1, 2000 between Tenant and CMI
                  ("Sublease") for the balance of the Sublease term. Tenant
                  shall deliver the fully executed attornment agreement to
                  Landlord within ten (10) days after the date hereof and shall
                  be effective immediately upon CMI's execution of the
                  attornment agreement. Tenant shall transfer custody of the
                  entire security deposit in the amount of $19,800 ("CMI
                  Security Deposit") of CMI for the Premises immediately upon
                  attornment. As part of the attornment agreement discussed in
                  this paragraph, Tenant shall make and obtain from the CMI a
                  representation that CMI is not in default under the Sublease
                  or Lease. In addition, as part of the attornment agreement
                  discussed in this paragraph, Tenant consent to and shall
                  obtain CMI's consent to an assignment of the CMI Security
                  Deposit to Landlord.

         3.8      Tenant agrees that under P. 14 of the Consent to Sublease,
                  Landlord shall, upon notice to CMI, be permitted to receive
                  directly from CMI all sums due or payable to the Tenant by
                  CMI, pursuant to the Sublease until such time as an attornment
                  is effected, in which case payments will be made by CMI to
                  Landlord by virtue of the attornment.

         3.9      Provided that Tenant has complied with each of its obligations
                  hereunder and under the Lease and in consideration for the
                  Landlord's covenants herein, Tenant shall surrender, and
                  Landlord agrees to accept Tenant's surrender, of the Premises
                  on January 15, 2004 ("Surrender Date") and to release Tenant
                  from any obligations as set forth in the Lease with respect to
                  the Premises for the period subsequent to the Termination Date
                  as if such date were date that the term of the Lease was
                  originally to expire, provided: (i) Tenant is not in default
                  of the Lease; and (ii) the Premises, except the CMI sublease
                  space is delivered to Landlord in the condition required by
                  the Lease, as if the Surrender Date was the last day of the
                  term; and (iii) on or before the Surrender Date, Tenant shall
                  remove its exterior signs, inventory, trade fixtures,
                  equipment and other personal property from the Premises, in
                  accordance with the Lease; except that as additional
                  consideration for this Agreement, Tenant shall relinquish all
                  of its right, title and interest in and to the furniture and
                  telephone equipment in the Premises listed on Exhibit A
                  attached hereto and made a part hereof. Tenant acknowledges
                  that all of the consideration provided to the Tenant as set
                  forth in this Agreement, provides the Tenant with new value
                  inuring to the net financial benefit of the Tenant.

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         3.10     Tenant hereby represents to Landlord that (i) there exists no
                  default under the Lease by Landlord; (ii) Tenant is entitled
                  to no credit, free rent or other offset or abatement of the
                  rents due under the Lease; and (iii) there exists no offset,
                  defense or counterclaim to Tenant's obligation under the
                  Lease.

         3.11     Landlord shall not pay or be obligated to pay any commission
                  or other fee related to this Agreement, and Tenant agrees to
                  pay any such commission or fee and indemnify and hold Landlord
                  harmless from any and all claims of any broker(s) related to
                  this Agreement and any and all costs incurred by Landlord,
                  including but not limited to legal fees, due to such claims.

         3.12     Except as expressly amended herein, the Lease shall remain in
                  full force and effect as if the same had been set forth in
                  full herein, and Landlord and Tenant hereby ratify and confirm
                  all the terms and provisions thereof.

         3.13     This Agreement shall be binding upon and inure to the benefit
                  of the parties hereto and their respective legal
                  representatives, successors and permitted assigns.

         3.14     Each party agrees that it will not raise or assert as a
                  defense to any obligation under the Lease or this Agreement or
                  make any claim that the Lease or this Agreement is invalid or
                  unenforceable due to any failure of this document to comply
                  with ministerial requirements including, but not limited to,
                  requirements for corporate seals, attestations, witnesses,
                  notarizations, or other similar requirements, and each party
                  hereby waives the right to assert any such defense or make any
                  claim of invalidity or unenforceability due to any of the
                  foregoing.

         3.15     If Tenant fails to comply with any of the terms of this
                  Agreement or the Lease as amended herein, Landlord at its
                  discretion, may exercise any and all rights that they may have
                  against the Tenant, including but not necessarily limited to
                  seeking to enforce this agreement or to declare this agreement
                  null, void, and rescinded, in whole or in part. In addition,
                  if Tenant fails to comply with any of the terms of this
                  Agreement or the Lease as amended herein, the Lease shall
                  expire on September 30, 2006, and Landlord shall have all of
                  its rights and/or remedies under the Lease and at law and/or
                  equity and no waiver or impairment of any of Landlord's rights
                  and/or remedies shall occur regardless of any purported
                  waivers herein.

         IN WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands
and seals the date and year first above written, and acknowledge one to the
other that they possess the requisite authority to enter into this transaction
and to sign this Agreement.

LANDLORD:                                         TENANT:

TRIAD REALTY ASSOCIATES L.L.C.                    OWOSSO CORPORATION

By:   Triad Realty Holding L.L.C., member

By:   Mack-Cali Realty , L.P., member

By:   Mack-Cali Realty Corporation, its
      general partner

By:   /s/ Michael K. Nevins                       By:  /s/ George B. Lemmon, Jr.
      -----------------------------------               ------------------------
          Michael K. Nevins                             George B. Lemmon, Jr.
          Vice President - Leasing                      President


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