<PAGE>

                                                                    Exhibit 10.5

                                SCHEDULE NO. F-1
                      DATED THIS 8th DAY OF DECEMBER, 2000
   TO AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED AS OF DECEMBER 8, 2000


Lessor & Mailing Address:                 Lessees & Mailing Address:

GENERAL ELECTRIC CAPITAL CORPORATION   GALAXY INDUSTRIES CORPORATION, MID
FOR ITSELF AND AS AGENT FOR CERTAIN    STATE MACHINE PRODUCTS, NATIONWIDE
PARTICIPANTS                           PRECISION PRODUCTS CORPORATION,
10 South LaSalle Street                GENERAL AUTOMATION, INC.
Chicago, Illinois  60603               c/o Precision Partners, Inc.
                                       5605 N. MacAuthur Blvd
                                       Suite 710
                                       Irving, Texas 75038



This Final Equipment Schedule is executed pursuant to, and incorporates by
reference the terms and conditions of, and capitalized terms not defined herein
shall have the meanings assigned to them in, the Amended and Restated Master
Lease Agreement identified above ("Agreement;" said Agreement and this Schedule
being collectively referred to as "Lease"). This Final Equipment Schedule,
incorporating by reference the Agreement, constitutes a separate instrument of
lease.

A.    EQUIPMENT.

      Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to
Lessees the Equipment listed on Annex A attached hereto and made a part hereof.

B.    FINANCIAL TERMS.

      1.    Advance Rent (if any):  N/A.
      2.    Capitalized Lessor's Cost: $6,714,653.25
      3.    Basic Term: Sixty (60) months through January 1, 2006.
      4.    Basic Term Commencement Date: January 1, 2001.
      5.    Equipment Location:  See Annex A.
      6.    Designated Lessees: See Annex A.
      7.    Designated Lessees Federal Tax ID No.:  See Annex A.
      8.    Supplier:  See Annex A.
      9.    Last Delivery Date: November 30, 2000.
      10.   Lessees agree and acknowledge that the Capitalized Lessor's Cost of
            the Equipment as stated on the Schedule is equal to the fair market
            value of the Equipment on the date hereof.
      11.   Renewal Term: twelve (12)  months.
      12.   Maximum Lease Term: Six Terms
      13.   Stipulated Loss Values: See Annex D.

C.    TERM AND RENT.

      1. BASIC TERM RENT. Commencing on January 1, 2001, and on the last day of
each month thereafter (each, a "Rent Payment Date") during the Basic Term,
Lessees shall pay as rent monthly installments of principal and interest, each
installment in the Principal Amount Amortization (as hereinafter defined),
together with interest on the Unamortized Principal Balance (as hereinafter
defined) as of the immediately preceding Rent Payment Date (after application of
the Rent paid on such date) at the Interest Rate for the Interest Period
following such immediately preceding Rent Payment Date (provided, however, that
with respect to the first Rent Payment Date, the Interest Rate shall be
calculated for the Interest Period following the Basic Term Commencement Date).
Interest shall be calculated on the basis of a 360-day year for the actual
number of days elapsed.
<PAGE>

      2. RENEWAL TERM RENT. Commencing on the last day of the first month after
the expiration of the Basic Term, and on the same day of each month thereafter,
as applicable, Lessees shall pay as Rent monthly installments of principal, plus
interest in arrears at the Interest Rate, each monthly payment to include
interest at the Interest Rate and principal in the amount specified on the
Amortization Schedule to be attached hereto. Interest will be calculated on the
basis of a three hundred sixty (360) day year consisting of twelve (12) thirty
(30)-day months. Said Rent will consist of principal and interest components,
such principal components being as provided in the Amortization Schedule to be
attached hereto.

      3. CONTINGENT RENT. Contingent Rent calculated as hereinafter specified
shall accrue on a quarterly basis and shall be payable by Lessees to Lessor upon
the return of the Lease Assets pursuant to Section XVII (c) of the Lease. As
used herein "CONTINGENT Rent" shall be calculated as the product of (x) 90% of
any per annum increase in the Consumer Price Index ("CPI") for all items as
published in by the Department of Labor Bureau of Economics and Statistics (the
"DOL") during the preceding calendar quarter, and (y) the Capitalized Lessor's
Cost of the Lease Assets; provided, however, that the maximum Contingent Rent
shall not exceed the amount calculated as eight and one half percent (12%) of
the Capitalized Lessor's Cost of the Lease Assets; provided, further, that if
the manner in which the DOL determines the CPI is modified in any manner that
would result in a material change to the amount of Contingent Rent that would
otherwise have been payable hereunder, then Lessees and Lessor shall adjust such
Contingent Rent in a manner intended to preserve the originally intended net
economic result of the determination.

      As used herein, the following terms shall have the following meanings:

      "APPLICABLE MARGIN" shall mean 500 basis points; subject, however, to the
following adjustments:

            (i) If the Lessees remain in compliance with Section 5.14 of the
      Loan Agreement, at all times during the period from the date thereof
      through June 30, 2001, and if no Event of Default shall have occurred and
      be continuing as of June 30, 2001, then, effective as of July 1, 2001, the
      Applicable Margin shall be reduced to 400 basis points.

            (ii) If the Lessees remain in compliance with Section 5.14 of the
      Loan Agreement, at all times during the period from the date thereof
      through December 31, 2001, and if no Event of Default shall have occurred
      and be continuing as of December 31, 2001, then, effective as of January
      1, 2002, the Applicable Margin shall be reduced to 325 basis points.

            (iii) If, at any time after the Applicable Margin is reduced to 400
      basis points or 325 basis points as provided in clause (i) or clause (ii)
      above, the Lessees fail to comply with Section 5.14 of the Loan Agreement,
      the Applicable Margin shall immediately and automatically be increased to
      500 basis points. Thereafter, on the first day of the first month after
      the Lessees provide the Lessor with financial statements reflecting that
      the Lessees are once again in compliance with the provisions of Section
      5.14 of the Loan Agreement, provided that no Event of Default has then
      occurred and is continuing, the Applicable Margin shall once again be
      reduced to 400 basis points, or 325 basis points, as applicable.

      "BUSINESS DAY" shall mean any day other than Saturday, Sunday, and any day
on which banking institutions located in the State of Maryland are authorized by
law or other governmental action to close.

      "INTEREST PERIOD" shall mean the period beginning on the Base Lease
Commencement Date and ending on the next Rent Payment Date, and each subsequent
monthly period.

      "INTEREST RATE" shall mean that percentage per annum calculated as the sum
of (a) the LIBOR Rate redetermined monthly, plus (b) the Applicable Margin.

      "LIBOR RATE" shall mean, with respect to any Interest Period occurring
during the term of the Lease, an interest rate per annum equal at all times
during such Interest Period to the quotient of (1) the rate per annum as
determined by Lessor by reference to Telerate Page 3750 at which deposits of
U.S.

                                       2
<PAGE>

Dollars in immediately  available and freely  transferable  funds are offered at
11:00 a.m. (London,  England time) two (2) Business Days before the commencement
of such  Interest  Period to major  banks in the London  interbank  market for a
period  of  thirty  (30)  days  and in an  amount  equal  or  comparable  to the
Unamortized  Principal Balance,  divided by (2) a number equal to 1.00 minus the
aggregate  (without  duplication) of the rates (expressed as a decimal fraction)
of the LIBOR  Reserve  Requirements  current on the date two (2)  Business  Days
prior to the first day of the Interest Period.

      "LIBOR RESERVE REQUIREMENTS" shall mean the daily average for the
applicable Interest Period of the maximum rate applicable to Lessor [or its
Participants] at which reserves (including, without limitation, any
supplemental, marginal and emergency reserves) are imposed during such Interest
Period by the Board of Governors of the Federal Reserve System (or any
successor) on "Eurocurrency liabilities", as defined in such Board's Regulation
D (or in respect of any other category of liabilities that include deposits by
reference to which the interest rates on Eurodollar loans is determined or any
category of extensions of credit or other assets that include loans by
non-United States offices of any Lessor to United States residents), having a
term equal to such Interest Period, subject to any amendments of such reserve
requirement by such Board or its successor, taking into account any transitional
adjustments thereto.

      "PRINCIPAL AMORTIZATION AMOUNT" shall mean that amount shown on Annex F
calculated to amortize the Capitalized Lessor's Cost to 41.4255% over the Basic
Term, and to 25.000% over the Renewal Term.

      "TELERATE PAGE 3750" means the display designated as "Page 3750" on the
Telerate Service (or such other page as may replace Page 3750 on that service or
such other service as may be nominated by the British Bankers' Association as
the information vendor for the purpose of displaying British Bankers'
Association Interest Settlement Rates for U.S. Dollar deposits).

      "UNAMORTIZED PRINCIPAL BALANCE" shall mean the Capitalized Lessor's Cost
minus the aggregate of the Principal Amortization Amount as more particularly
shown on Annex E hereto.

      4. If any Rent Payment Date is not a Business Day, the Rent otherwise due
on such date shall be payable on the immediately preceding Business Day.

      5. If at any time Lessor or any Participant (or, without duplication, the
bank holding company of which such Participant is a subsidiary) determines that
either adequate and reasonable means do not exist for ascertaining the LIBOR
Rate, or it becomes impractical for Lessor or any Participant to obtain funds to
make or maintain the financing hereunder with interest at the LIBOR Rate, or
Lessor or any Participant shall have determined that the LIBOR Rate will not
adequately and fairly reflect the cost to Lessor or any Participant of making,
maintaining, or funding the transaction hereunder at the LIBOR Rate, or Lessor
or any Participant reasonably determines that, as a result of changes to
applicable law after the date of execution of the Agreement, or the adoption or
making after such date of any interpretations, directives or regulations
(whether or not having the force of law) by any court, governmental authority or
reserve bank charged with the interpretation or administration thereof, it shall
be or become unlawful or impossible to make, maintain, or fund the transaction
hereunder at the LIBOR Rate, then Lessor promptly shall give notice to Lessee of
such determination, and Lessor and Lessees shall negotiate in good faith a
mutually acceptable alternative method of calculating the Interest Rate and
shall execute and deliver such documents as reasonably may be required to
incorporate such alternative method of calculating the Interest Rate in this
Schedule, within thirty (30) days after the date of Lessor's notice to Lessees.
If the parties are unable mutually to agree to such alternative method of
calculating the Interest Rate in a timely fashion, on the Rent Payment Date next
succeeding the expiration of such thirty (30) day period Lessees shall purchase
all (but not less than all) of the Equipment described on all Schedules executed
pursuant to the Agreement and shall pay to Lessor, in cash, the purchase price
for the Equipment so purchased, determined as hereinafter provided. The purchase
price of the Equipment shall be an amount equal to the Stipulated Loss Value of
such Equipment calculated in accordance with Annex D as of the date of payment,
together with all rent and other sums then due on such date, plus all taxes and
charges upon sale and all other reasonable and documented expenses incurred by
Lessor in connection with such sale. Upon satisfaction of the conditions
specified in this paragraph, Lessor will transfer, on an AS IS BASIS, all of
Lessor's interest in and to the Equipment. Lessor shall not be required to make
and may specifically disclaim any representation or warranty as to the condition
of the Equipment and other matters. Lessor

                                       3
<PAGE>

shall execute and deliver to Lessees such Uniform  Commercial Code statements of
termination  as reasonably may be required in order to terminate any interest of
Lessor in and to the Equipment.

      6. Lessees shall pay to Lessor, for the account of each Participant, from
time to time the amounts as such Participant may determine to be necessary to
compensate it for any costs which such Participant determines are attributable
to its making or maintaining its interest in the Lease and the Equipment (the
"Interest") or any reduction in any amount receivable by such Participant in
respect of any such Interest (such increases in costs and reductions in amounts
receivable being herein called "Additional Costs"), resulting from any
Regulatory Change (as defined below) which:

            (i) changes the basis of taxation of any amounts payable to Lessor
      for the account of such Participant in respect of such Interest (other
      than taxes imposed on or measured by the overall net income of such
      Participant in respect of the Interest by the jurisdiction in which such
      Participant has its principal office or its lending office); or

            (ii) imposes or modifies any reserve, special deposit or similar
      requirements relating to any extensions of credit or other assets of, or
      any deposits with or other liabilities of, such Participant; or

            (iii) imposes any other condition affecting this Lease or any
      Interest.

For purposes hereof, "Regulatory Change" shall mean any change after the date of
this Lease in United States Federal, state or foreign law or regulations
(including, without limitation, Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as amended or supplemented from time
to time) or the adoption or making after such date of any interpretation,
directive or request applying to a class of banks including any Participant or
any financial institution which provides funds to such Participant in connection
with the funding of the Interest, or under any United States Federal, state or
foreign law and whether or not failure to comply therewith would be unlawful) by
any court or governmental or monetary authority charged with the interpretation
or administration thereof.

      Without limiting the effect of the foregoing paragraph (but without
duplication), Lessees shall pay to Lessor, for the account of each Participant,
from time to time on request such amounts as such Participant may determine to
be necessary to compensate such Participant (or, without duplication, the bank
holding company of which such Participant is a subsidiary) for any costs which
it determines are attributable to the maintenance by such Participant (or any
lending office or such bank holding company) or which are payable by such
Participant to a financial institution which provides funds to such Participant
in connection with the funding of the Interest, pursuant to any law or
regulation or any interpretation, directive or request (whether or not having
the force of law) of any court or governmental or monetary authority (i)
following any Regulatory Change or (ii) implementing any risk-based capital
guideline or requirement (whether or not having the force of law and whether or
not the failure to comply therewith would be unlawful) heretofore or hereafter
issued by any government or governmental or supervisory authority implementing
at the national level the Basle Accord (including, without limitation, the Final
Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve
System (12 C.F.R. Part 208, Appendix A; 12 C.F.R. Part 225, Appendix A) and the
Final Risk-Based Capital Guidelines of the Office of the Comptroller of the
Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of such
Participant's Interest (such compensation to include, without limitation, an
amount equal to any reduction of the rate of return on assets or equity of such
Participant or such financial institution which provides funds to such
Participant in connection with the funding of the Interest (or any lending
office or bank holding company) to a level below that which such Participant or
such financial institution which provides funds to such Participant in
connection with the funding of the Interest (or any lending office or bank
holding company) could have achieved but for such law, regulation,
interpretation, directive or request). For purposes of this paragraph, "Basle
Accord" shall mean the proposals for risk-based capital framework described by
the Basle Committee on Banking Regulations and Supervisory Practices in its
paper entitled "International Convergence of Capital Measurement and Capital
Standards" dated July 1988, as amended, modified and supplemented and in effect
from time to time or any replacement thereof.

      Each Participant shall notify Lessees of any event occurring after the
date of this Lease that will entitle such Participant to compensation under the
preceding two paragraphs as promptly as practicable,

                                       4
<PAGE>

but in any event within  forty-five (45) days,  after such  Participant  obtains
actual knowledge thereof;  provided,  that (i) if such Participant fails to give
such notice within  forty-five  (45) days after it obtains  actual  knowledge of
such an event,  such  Participant  shall,  with respect to compensation  payable
pursuant to the preceding two paragraphs in respect of any costs  resulting from
such event,  only be entitled to payment  under the  referenced  paragraphs  for
costs  incurred from and after the date  forty-five  (45) days prior to the date
that such  Participant  does give such notice,  and (ii) such  Participant  will
designate a different  lending office for the Interest if such  designation will
avoid the need for, or reduce the amount of, such  compensation and will not, in
the sole opinion of such Participant,  be  disadvantageous  to such Participant.
Each Participant  will furnish to Lessees a certificate  setting forth the basis
and  amount of each  request  by such  Participant  for  compensation  under the
preceding two paragraphs. Determinations and allocations by each Participant for
purposes of the preceding two paragraphs  shall be conclusive,  absent  manifest
error.

      7. Upon the occurrence and continuance of any Event of Default with
respect to Material Indebtedness, the Interest Rate shall be recalculated on the
basis of the Interest Rate which would otherwise be in effect hereunder, plus
two hundred (200) basis points.

D.    INSURANCE.

      1.    Public Liability:  $7,000,000.00, total liability per occurrence.

      2.    Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the Equipment.

E.    FIXED PURCHASE PRICE AND RESIDUAL RISK AMOUNT*

      END OF YEAR       FIXED PURCHASE PRICE          RESIDUAL RISK AMOUNT

            5                    41.4255%               23.3141%
            6                    25.000%                4.6360%


       *expressed as a percent of the Capitalized Lessor's Cost of the
Equipment.

      Anything in the foregoing to the contrary notwithstanding, the Fixed
Purchase Price and Residual Risk Amount described above shall be adjusted in
accordance with any adjustment in the Lease Rate Factor or the amortization.

      Lessees certify that as of the date hereof (i) Lessees are not in default
under the Lease; and (ii) the representations and warranties made by Lessees
pursuant to or under the Lease are true and correct on the date hereof.

      This Schedule is not binding or effective with respect to the Agreement or
Equipment until executed on behalf of Lessor and Lessees by authorized
representatives of Lessor and Lessees, respectively.

                                       5
<PAGE>

      IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.

LESSOR:                                   LESSEE:

GENERAL ELECTRIC CAPITAL CORPORATION,     GALAXY INDUSTRIES CORPORATION, MID
FOR ITSELF AND AS AGENT FOR               STATE MACHINE PRODUCTS, NATIONWIDE
CERTAIN PARTICIPANTS                      PRECISION PRODUCTS CORPORATION,
                                          GENERAL AUTOMATION, INC.

By: /s/ Jeff Fitts                        By: Precision Partners, Inc.,
   ------------------------------------   Attorney-In-Fact pursuant to Section
Name: Jeff Fitts                          ____ of the Amended and
     ----------------------------------   Restated Master Lease
Title: Senior Risk Manager
     ----------------------------------
                                          By: /s/ Frank Reilly
                                             ---------------------------------
                                          Name: Frank Reilly
                                               -------------------------------
                                          Title: Executive Vice President and
                                                ------------------------------
                                                 Chief Financial Officer
                                                ------------------------------

                                       6
<PAGE>

                                     ANNEX A
                                       TO
                                SCHEDULE NO. F-1
                      DATED THIS 8th DAY OF DECEMBER, 2000
   TO AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED AS OF DECEMBER 8, 2000

                            DESCRIPTION OF EQUIPMENT

<TABLE>
<CAPTION>

Designated                 Serial     Type and Model    Number      Cost Per
  LESSEE    MANUFACTURER   NUMBERS     of EQUIPMENT    of UNITS      UNIT     LOCATION
  ------    ------------   -------     ------------    --------      ----     --------

<S>         <C>            <C>       <C>               <C>       <C>          <C>
    A          Mitsui       1280D    OM VT5-16N(e) #3      1     $515,000.00     1

    A          Mitsui       1280C    OMVT5-16N (e) #4      1     $515,000.00     1

    A          Mitsui       1280A    OM VT5-16N (e) #8     1     $515,000.00     2

    A          Mitsui      MT-1294D  OM VT5-16N (e) #9     1      $26,500.00     2

                                      OM VT5-16N (e)
    A          Mitsui      MT-1301A         #10            1      $26,500.00     1

    A          Mitsui      MT-1307A  OM VT5-20N (E) #1     1      $37,500.00     1

    A          Mitsui      MT-1307B  OM VT5-20N (e) #2     1      $37,500.00     1

    A         Toshiba       144172    Toshiba BTD-110      1     $497,160.00     1

    A         Toshiba       130292   Toshiba BP-130 #1     1     $674,310.00     1

    A         Toshiba       130298   Toshiba BP-130 #2     1      $33,715.50     1

    B        Prime Tech   0400-2424     CMM Machine        1     $145,669.75     3

    B        Prime Tech   0300-2415     CMM Machine        1     $145,669.75     4

             Certified
    B       Fabricators      N/A         Fixtures          1     $293,158.00     4

    B      Bolt Machinery  440,445   Mori-Seiki SH 630     1     $712,498.00     4

              Boulter                   Offload of
    B         Rigging        N/A       Mori-Seiki's       N/A     $6,662.27      4

    B       Key Products    99280     Boring Machine       1     $623,500.00     4

               Miller
             Transfer &               Rigging-Boring
    B         Rigging        N/A          Machine         N/A     $2,852.30      4

                           158,159   HM-80 Horizontal
    B      OKK USA Corp.   160,161    Machine Centers      4     $1,397,400.00   3

             Landstarr                  Freight-OKK
    B          Inway         N/A         Machines         N/A     $26,189.25     3

              Boulter                   Rigging-OKK
    B         Rigging        N/A         Machines         N/A     $2,352.37      3

               Boldt
    B        Machinery       1023    Mori-Seiki SH 403     1     $240,258.03     4

               Boldt
    B        Machinery       1009    Mori-Seiki SH 403     1     $240,258.03     4
</TABLE>

Locations:
      1 -   1501 Verti Drive, Winslow, Maine  04901
      2 -   815 New Britan Avenue, Rocky  Hill, Connecticut  06067
      3 -   200 Tech Park Drive, Rochester, NY  14623
      4 -   Elmgrove Facility, 789 Elmgrove Road, Rochester, NY 14624

Designated Lessee; Federal Tax ID No.:
      A -   Mid State Machine Products; 01-0280525
      B -   Nationwide Precision Products Corporation; 22-3639335



Initials:                FR
          --------      ---------------
          Lessor        Lessees

                                       1
<PAGE>

                                     ANNEX B
                                       TO
                                SCHEDULE NO. F-1
                 TO AMENDED AND RESTATED MASTER LEASE AGREEMENT
                          DATED AS OF DECEMBER 8, 2000

                      PURCHASE ORDER ASSIGNMENT AND CONSENT

      THIS ASSIGNMENT AGREEMENT, dated as of __________, 2000 ("AGREEMENT"),
between GENERAL ELECTRIC CAPITAL CORPORATION, for Itself and as Agent for
Certain Participants, its successors and assigns ("LESSOR"), and GALAXY
INDUSTRIES CORPORATION, MID STATE MACHINE PRODUCTS, NATIONWIDE PRECISION
PRODUCTS CORPORATION, AND GENERAL AUTOMATION, INC. ("Lessees").


                                   WITNESSETH:

      Lessees desire to lease certain equipment ("EQUIPMENT") from Lessor
pursuant to that certain Amended and Restated Master Lease Agreement dated as of
December 8, 2000, and Schedules executed pursuant thereto (collectively,
"LEASE"). All terms used herein which are not otherwise defined shall have the
meaning ascribed to them in the Lease.

      Lessees desire to assign, and Lessor is willing to acquire, certain of
Lessees' rights and interests under the purchase order(s), agreement(s), and/or
document(s) (the "PURCHASE ORDERS") Lessees have heretofore issued to the
Supplier(s) of such Equipment.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
Lessor and Lessees hereby agree as follows:


SECTION 1.  ASSIGNMENT.

      (a) Lessees do hereby assign and set over to Lessor all of Lessees' rights
and interests in and to such Equipment and the Purchase Orders as the same
relate thereto including, without limitation, (i) the rights to purchase, to
take title, and to be named the purchaser in the bill of sale for, such
Equipment, (ii) all claims for damages in respect of such Equipment arising as a
result of any Event of Default by the Supplier (including, without limitation,
all warranty and indemnity claims) and (iii) any and all rights of Lessees to
compel performance by the Supplier.

      (b) If, and so long as, no Event of Default exists under the Lease,
Lessees shall be, and are hereby, authorized during the term of the Lease to
assert and enforce, at Lessees' sole cost and expense, from time to time, in the
name of and for the account of Lessor and/or Lessees, as their interests may
appear, whatever claims and rights Lessor may have against any Supplier of the
Equipment.

SECTION 2.  CONTINUING LIABILITY OF LESSEES.

      It is expressly agreed that, anything herein contained to the contrary
notwithstanding: (a) Lessees shall at all times remain liable to the Supplier to
perform all of the duties and obligations of the purchaser under the Purchase
Orders to the same extent as if this Agreement had not been executed, (b) the
execution of this Agreement shall not modify any contractual rights of the
Supplier under the Purchase Orders and the liabilities of the Supplier under the
Purchase Orders shall be to the same extent and continue as if this Agreement
had not been executed, (c) the exercise by the Lessor of any of the rights
hereunder shall not release Lessees from any of their duties or obligations to
the Supplier under the Purchase Orders, and (d) Lessor shall not have any
obligation or liability under the Purchase Orders by reason of, or arising out
of, this Agreement or be obligated to perform any of the obligations or duties
of Lessees under the Purchase Orders or to make any payment (other than under
the terms and conditions set forth in the Lease) or to make any inquiry of the
sufficiency of or authorization for any payment

                                       1
<PAGE>

received  by any  Supplier  or to present or file any claim or to take any other
action to collect or enforce any claim for any payment assigned hereunder.

      This Agreement may be executed in one or more counterparts, all of which,
when taken together, shall constitute one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.



GENERAL ELECTRIC CAPITAL CORPORATION,     GALAXY INDUSTRIES CORPORATION
FOR ITSELF AND AS AGENT FOR CERTAIN
PARTICIPANTS



By:                                       By: /s/ Frank Reilly
   ------------------------------------      ---------------------------------
Name:                                     Name: Frank Reilly
     ----------------------------------        -------------------------------
Title:                                    Title: Vice President
      ---------------------------------        -------------------------------


MID STATE MACHINE PRODUCTS                NATIONWIDE PRECISION PRODUCTS
                                          CORPORATION


By: /s/ Frank Reilly                      By: /s/ Frank Reilly
   ------------------------------------      ---------------------------------
Name: Frank Reilly                        Name:  Frank Reilly
     ----------------------------------        -------------------------------
Title: Vice President                     Title: Vice President
      ---------------------------------         -------------------------------


GENERAL AUTOMATION, INC.


By: /s/ Frank Reilly
   ------------------------------------
Name: Frank Reilly
     ----------------------------------
Title: Vice President
      ---------------------------------

                                       2
<PAGE>

                              CONSENT AND AGREEMENT


      Supplier hereby consents to the above assignment agreement ("AGREEMENT")
and agrees not to assert any claims against Lessor or Lessees inconsistent with
such Agreement. Supplier agrees that the Purchase Orders are hereby amended as
necessary to provide as follows:

      (a)   As between Supplier and Lessor, title to and risk of loss of the
            Equipment shall pass to Lessor upon Lessees' execution of the
            Certificate of Acceptance for such Equipment.

      (b)   Supplier hereby waives and discharges any security interest, lien or
            other encumbrance in or upon the Equipment and agrees to execute
            such documents as Lessor may request evidencing the release of any
            such encumbrance and the conveyance of title thereto to Lessor.

      (c)   Supplier agrees that on and after the date this Consent is executed
            it will not make any addition to or delete any items from the
            Equipment referred to in the Agreement without the prior written
            consent of both Lessor and Lessees.

      (d)   Seller represents that the Equipment has been accurately labeled,
            consistent with the requirements of 40 CFR Part 82 Subpart E, with
            respect to products manufactured with a controlled (ozone-depleting)
            substance.

     IN WITNESS WHEREOF,  the undersigned has caused this Consent to be executed
this ________ day of ____________________, _______.

                                    SUPPLIER:

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


                                    By:
                                       ---------------------------------
                                    Name:
                                         -------------------------------
                                    Title:
                                          ------------------------------
<PAGE>

                                     ANNEX C
                                       TO
                                  SCHEDULE NO.
                      DATED THIS 8th DAY OF DECEMBER, 2000
   TO AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED AS OF December 8, 2000

                            CERTIFICATE OF ACCEPTANCE


To:   General Electric Capital Corporation,
      for Itself and as Agent for Certain Participants

      Pursuant to the provisions of the above Schedule and Amended and Restated
Master Lease Agreement (collectively, the "LEASE"), the undersigned Designated
Lessee certifies and warrants that (a) all Equipment listed in the referenced
Schedule (the "Equipment") is in good condition and appearance, installed (if
applicable), and in working order; and (b) on behalf of Lessees the Designated
Lessee accepts the Equipment for all purposes of the Lease and all attendant
documents.

      Designated Lessee does further certify that as of the date hereof (i)
Lessees are not in default under the Lease; and (ii) the representations and
warranties made by Lessees pursuant to or under the Lease are true and correct
on the date hereof.




Dated:  __________ ___, ____              By: /s/ Frank Reilly
                                             ---------------------------------
                                          Name:  Frank Reilly
                                               -------------------------------
                                          Title:
                                                ------------------------------

<PAGE>

                                     ANNEX D
                                       TO
                                  SCHEDULE NO.
                      DATED THIS 8th DAY OF DECEMBER, 2000
   TO AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED AS OF December 8, 2000

                          STIPULATED LOSS VALUE TABLE*


<TABLE>
<CAPTION>

                                                    STIPULATED LOSS VALUE % OF
       DATE           TERMINATION VALUE % OF COST               COST

<S>                             <C>                            <C>
      Jan-01                    103.00                         106.96
      Feb-01                    102.28                         106.20
      Mar-01                    101.55                         105.43
      Apr-01                    100.81                         104.65
      May-01                    100.07                         103.87
      Jun-01                     99.32                         103.08
      Jul-01                     98.56                         102.28
      Aug-01                     97.80                         101.47
      Sept-01                    97.03                         100.66
      Oct-01                     96.25                         99.84
      Nov-01                     95.46                         99.01
      Dec-01                     94.66                         98.18
      Jan-02                     93.86                         97.33
      Feb-02                     93.05                         96.48
      Mar-02                     92.23                         95.62
      Apr-02                     91.40                         94.75
      May-02                     90.57                         93.88
      Jun-02                     89.72                         92.99
      Jul-02                     88.87                         92.10
      Aug-02                     88.01                         91.20
      Sept-02                    87.14                         90.29
      Oct-02                     86.27                         89.37
      Nov-02                     85.38                         88.45
      Dec-02                     84.49                         87.51
      Jan-03                     83.58                         86.57
      Feb-03                     82.67                         85.61
      Mar-03                     81.75                         84.65
      Apr-03                     80.82                         83.68
      May-03                     79.88                         82.70
      Jun-03                     78.93                         81.71
      Jul-03                     77.97                         80.72
      Aug-03                     77.01                         79.71
      Sept-03                    76.03                         78.69
      Oct-03                     75.04                         77.66
      Nov-03                     74.05                         76.63
      Dec-03                     73.04                         75.58
      Jan-04                     72.03                         74.53
      Feb-04                     71.00                         73.46
      Mar-04                     69.97                         72.38
      Apr-04                     68.92                         71.30
      May-04                     67.86                         70.20
</TABLE>

--------
* The Stipulated Loss [and Termination] Value for any unit of Equipment shall be
equal  to  the  Capitalized  Lessor's  Cost  of  such  unit  multiplied  by  the
appropriate percentage derived from the above table. In the event that the Lease
is for any reason  extended,  then the last percentage  figure shown above shall
control throughout any such extended term.
<PAGE>

<TABLE>
<CAPTION>

                                                    STIPULATED LOSS VALUE % OF
       DATE           TERMINATION VALUE % OF COST               COST

<S>                              <C>                           <C>
      Jun-04                     66.80                         69.09
      Jul-04                     65.72                         67.98
      Aug-04                     64.63                         66.85
      Sept-04                    63.54                         65.71
      Oct-04                     62.43                         64.56
      Nov-04                     61.31                         63.40
      Dec-04                     60.18                         62.23
      Jan-05                     59.03                         61.05
      Feb-05                     57.88                         59.85
      Mar-05                     56.72                         58.65
      Apr-05                     55.54                         57.43
      May-05                     54.35                         56.20
      Jun-05                     53.15                         54.96
      Jul-05                     51.94                         53.71
      Aug-05                     50.72                         52.45
      Sept-05                    49.49                         51.17
      Oct-05                     48.24                         49.89
      Nov-05                     46.98                         48.59
      Dec-05                     45.71                         47.28
      Jan-06                     44.43                         45.95
      Feb-06                     43.13                         44.61
      Mar-06                     41.82                         43.26
      Apr-06                     40.50                         41.90
      May-06                     39.16                         40.53
      Jun-06                     37.81                         39.14
      Jul-06                     36.45                         37.74
      Aug-06                     35.08                         36.32
      Sept-06                    33.69                         34.89
      Oct-06                     32.29                         33.45
      Nov-06                     30.87                         31.99
      Dec-06                     29.44                         30.52
      Jan-07                     28.00                         29.04
</TABLE>



Initials:               FR
          --------      --------
          Lessor        Lessees

                                       2
<PAGE>

                                     ANNEX E
                                       TO
                                  SCHEDULE NO.
                      DATED THIS 8th DAY OF DECEMBER, 2000
   TO AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED AS OF December 8, 2000

                             AMORTIZATION SCHEDULE*


TOTAL FUNDING AMOUNT

<TABLE>
<CAPTION>

--------------------------------------------------------------
      DATE              PRINCIPAL          ENDING BALANCE
--------------------------------------------------------------

<S>                         <C>                <C>
     12/8/00                $          -       $ 6,714,653.25
     1/1/01                 $        .00       $ 6,714,653.25
     2/1/01                 $  48,442.74       $ 6,666,210.51
     3/1/01                 $  48,918.29       $ 6,617,292.22
     4/1/01                 $  49,398.50       $ 6,567,893.71
     5/1/01                 $  49,883.43       $ 6,518,010.28
     6/1/01                 $  50,373.12       $ 6,467,637.16
     7/1/01                 $  50,867.62       $ 6,416,769.54
     8/1/01                 $  51,366.97       $ 6,365,402.57
     9/1/01                 $  51,871.22       $ 6,313,531.35
     10/1/01                $  52,380.42       $ 6,261,150.92
     11/1/01                $  52,894.62       $ 6,208,256.30
     12/1/01                $  53,413.87       $ 6,154,842.42
     1/1/02                 $  53,938.22       $ 6,100,904.20
     2/1/02                 $  54,467.71       $ 6,046,436.49
     3/1/02                 $  55,002.40       $ 5,991,434.09
     4/1/02                 $  55,542.35       $ 5,935,891.74
     5/1/02                 $  56,087.59       $ 5,879,804.16
     6/1/02                 $  56,638.18       $ 5,823,165.98
     7/1/02                 $  57,194.18       $ 5,765,971.80
     8/1/02                 $  57,755.63       $ 5,708,216.17
     9/1/02                 $  58,322.60       $ 5,649,893.56
     10/1/02                $  58,895.13       $ 5,590,998.43
     11/1/02                $  59,473.29       $ 5,531,525.14
     12/1/02                $  60,057.12       $ 5,471,468.02
     1/1/03                 $  60,646.68       $ 5,410,821.34
     2/1/03                 $  61,242.03       $ 5,349,579.32
     3/1/03                 $  61,843.22       $ 5,287,736.10
     4/1/03                 $  62,450.31       $ 5,225,285.78
     5/1/03                 $  63,063.37       $ 5,162,222.42
     6/1/03                 $  63,682.44       $ 5,098,539.98
     7/1/03                 $  64,307.59       $ 5,034,232.39
     8/1/03                 $  64,938.88       $ 4,969,293.51
     9/1/03                 $  65,576.36       $ 4,903,717.15
</TABLE>

----------


<PAGE>

<TABLE>

<S>                         <C>                <C>
     10/1/03                $  66,220.10       $ 4,837,497.05
     11/1/03                $  66,870.16       $ 4,770,626.89
     12/1/03                $  67,526.60       $ 4,703,100.29
     1/1/04                 $  68,189.49       $ 4,634,910.80
     2/1/04                 $  68,858.88       $ 4,566,051.92
     3/1/04                 $  69,534.85       $ 4,496,517.07
     4/1/04                 $  70,217.45       $ 4,426,299.63
     5/1/04                 $  70,906.75       $ 4,355,392.88
     6/1/04                 $  71,602.82       $ 4,283,790.06
     7/1/04                 $  72,305.72       $ 4,211,484.35
     8/1/04                 $  73,015.52       $ 4,138,468.83
     9/1/04                 $  73,732.29       $ 4,064,736.54
     10/1/04                $  74,456.09       $ 3,990,280.45
     11/1/04                $  75,187.00       $ 3,915,093.44
     12/1/04                $  75,925.09       $ 3,839,168.35
     1/1/05                 $  76,670.42       $ 3,762,497.93
     2/1/05                 $  77,423.07       $ 3,685,074.87
     3/1/05                 $  78,183.10       $ 3,606,891.76
     4/1/05                 $  78,950.60       $ 3,527,941.16
     5/1/05                 $  79,725.63       $ 3,448,215.52
     6/1/05                 $  80,508.27       $ 3,367,707.25
     7/1/05                 $  81,298.60       $ 3,286,408.65
     8/1/05                 $  82,096.68       $ 3,204,311.98
     9/1/05                 $  82,902.59       $ 3,121,409.38
     10/1/05                $  83,716.42       $ 3,037,692.96
     11/1/05                $  84,538.24       $ 2,953,154.72
     12/1/05                $  85,368.12       $ 2,867,786.60
     1/1/06                 $  86,206.15       $ 2,781,580.45
     2/1/06                 $  87,052.41       $ 2,694,528.04
     3/1/06                 $  87,906.97       $ 2,606,621.07
     4/1/06                 $  88,769.93       $ 2,517,851.15
     5/1/06                 $  89,641.35       $ 2,428,209.79
     6/1/06                 $  90,521.33       $ 2,337,688.46
     7/1/06                 $  91,409.95       $ 2,246,278.52
     8/1/06                 $  92,307.29       $ 2,153,971.23
     9/1/06                 $  93,213.44       $ 2,060,757.79
     10/1/06                $  94,128.48       $ 1,966,629.30
     11/1/06                $  95,052.51       $ 1,871.567.79
     12/1/06                $  95,985.61       $ 1,775,591.18
     1/1/07                 $  96,927.87       $ 1,678,663.30
</TABLE>


Initials:               FR
          --------      -------
          Lessor        Lessees

                                       2
<PAGE>

                                     ANNEX F
                                       TO
                                  SCHEDULE NO.
                      DATED THIS 8th DAY OF DECEMBER, 2000
   TO AMENDED AND RESTATED MASTER LEASE AGREEMENT DATED AS OF December 8, 2000

RETURN PROVISIONS: In addition to the provisions provided for in Section X of
this Lease, and provided that Lessees have elected not to exercise their
extension option pursuant to Section XVIII(a) of the Lease or their purchase
option pursuant to Section XVIII(d) of the Lease, Lessees shall, at their
expense:

      (A) At least one hundred eighty (180) days and not more than two hundred
forty (240) days prior to expiration or earlier termination of the Lease,
provide to Lessor a detailed inventory of all components of the Equipment. The
inventory should include, but not be limited to, a listing of model, serial
numbers and size description (length, width, height, diameter) for all
components comprising the Equipment.

      (B) At least one hundred eighty (180) days prior to expiration or earlier
termination of the Lease, upon receiving reasonable notice from Lessor, provide
or cause the vendor(s) or manufacturer(s) to provide to Lessor the following
documents: (1) one set of service manuals, blue prints, process flow diagrams
and operating manuals including replacements and/or additions thereto, such that
all documentation is completely up-to-date; and (2) one set of documents,
detailing equipment configuration, operating requirements, maintenance records,
and other technical data concerning the set-up and operation of the Equipment,
including replacements and/or additions thereto, such that all documentation is
completely up-to-date.

      (C) At least one hundred eighty (180) days prior to expiration or earlier
termination of the Lease, upon receiving reasonable notice from Lessor, make the
Equipment available for on-site operational inspections by potential purchasers,
under power, and provide personnel, power and other requirements necessary to
demonstrate electrical, mechanical and functionality of each item of the
Equipment.

      (D) At least forty-five (45) days prior to expiration or earlier
termination of the Lease, cause the manufacturer's representative(s) or
qualified equipment maintenance provider(s), acceptable to Lessor, to perform a
comprehensive physical inspection, including testing all material and
workmanship of the Equipment. The authorized inspector should ensure the
equipment is clean and cosmetically acceptable, and in such condition so that it
may be immediately installed and placed into use in a similar retail store
environment. There shall be no missing screws, bolts, fasteners, etc. The
equipment will be free from all large scratches, marks, gouges, dents,
discoloration or stains. There shall be no evidence of extreme use or
overloading, i.e. bowed or sagging shelves, etc. If during such inspection,
examination and test, the authorized inspector finds any of the material or
workmanship to be defective or the Equipment not operating within manufacturer's
specifications, then Lessees shall repair or replace such defective material
and, after corrective measures are completed, Lessees will provide for a
follow-up inspection of the Equipment by the authorized inspector as outlined in
the preceding clause.

      (E) Have each item of Equipment returned with an in-depth field service
report detailing said inspection as outlined in Section D of this Annex D The
report shall certify that the Equipment has been properly inspected, examined
and tested and is operating within the manufacturer's specifications.

      (F) Properly remove all Lessees installed markings which are not necessary
for the operation, maintenance or repair of the Equipment.

      (G) Ensure all Equipment and equipment operations conform to all
applicable local, state, and federal laws, health and safety guidelines.

      (H) The Equipment shall be redelivered with all component parts in good
operating condition. All components must meet or exceed the manufacturer's
minimum recommended specifications unless otherwise specified.
<PAGE>

      (I) Provide for the deinstallation, packing, transporting, and certifying
of the Equipment to include, but not be limited to, the following: (1) the
manufacturer's representative shall de-install all Equipment (including all
wire, cable and mounting hardware) in accordance with the specifications of the
manufacturer; (2) each item of the Equipment will be returned with a certificate
supplied by the manufacturer's representative qualifying the Equipment to be in
good condition and (where applicable) to be eligible for the manufacturer's
maintenance plan; the certificate of eligibility shall be transferable to
another operator of the Equipment; (3) the Equipment shall be packed properly
and in accordance with the manufacturer's recommendations; and (4) Lessees shall
transport the Equipment in a manner consistent with the manufacturer's
recommendations and practices.

      (J) Upon sale of the Equipment to a third party, provide transportation to
any locations anywhere in the continental United States selected by Lessor.

      (K) Obtain and pay for a policy of transit insurance for the redelivery
period in an amount equal to the replacement value of the Equipment and Lessor
shall be named as the loss payee on all such policies of insurance.




Initials:               FR
          --------      --------
          Lessor        Lessees


                                       2