AMENDED AND RESTATED
                                 LEASE AGREEMENT


         THIS  LEASE  AGREEMENT  (the  "Lease")  made as of the 1st day of July,
1997, by and between  RUDBEEK  REALTY  CORP.,  a Delaware  corporation,  and its
successors  and  assigns   ("Landlord"),   and  MESTEK,   INC.,  a  Pennsylvania
corporation, and its successors and assigns ("Tenant").

         WHEREAS,  Landlord and Tenant have previously entered into that certain
Lease  Agreement  dated  December  20,  1984,  as amended,  with  respect to the
Premises; and

         WHEREAS, Landlord has constructed additional buildings and improvements
on the Premises which shall be occupied by Tenant pursuant to this Lease; and

         WHEREAS,  Landlord and Tenant  desire to amend said lease  agreement to
account for additional rent to be paid by Tenant for the new  improvements,  and
other changes to the terms and conditions of said lease agreement;

                                   WITNESSETH

     THAT FOR AND IN CONSIDERATION of the mutual covenants and agreements herein
contained,  and  intending  to be legally  bound,  the parties  hereto do hereby
covenant and agree as follows:

1. Lease of Premises.  Landlord hereby leases to Tenant and Tenant hereby leases
from  Landlord  that  certain  parcel of real  property  located on South Fields
Street,  Farmville,  North Carolina,  27828, as more  specifically  described in
Exhibit A attached to this Lease,  and all structures,  buildings,  improvements
and fixtures  thereon,  together  with all rights,  privileges,  easements,  and
licenses appurtenant thereto (the "Premises").

2. Term. This Lease shall commence on the date hereof (the "Commencement Date"),
and shall continue until June 30, 2010 (the "Initial Term"),  subject to further
extension of such term as may hereafter be otherwise  agreed in writing  between
Landlord and Tenant.  The Initial Term and any extension or renewal  thereof may
be referred to as the "Term".  Landlord  and Tenant  agree that this Lease shall
not be recorded.

         2.1 Holding  Over.  If Tenant  shall be in  possession  of the Premises
after any expiration or termination of this Lease,  then, the tenancy under this
Lease shall be by sufferance of Landlord terminable at any time. In the event of
any such holdover by Tenant,  all other  obligations  of Tenant under this Lease
shall continue during such holdover period.

3.       Rent

         3.1 Payment of Rent. Tenant covenants and agrees to pay Landlord at its
offices  in  Westfield,   Massachusetts,   or  such  other  address  as  may  be
subsequently  directed  by  Landlord,  rent in an amount  equal to  Thirty  Four
Thousand and 00/100 Dollars ($34,000.00) per month, in advance, beginning on the
date  hereof and on the first day of each month  during  the  Initial  Term (the
"Rent").



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The Rent shall be paid without deduction, set-off, discount or abatement, except
as provided in Sections 16 and/or 17 hereof,  in the lawful  money of the United
States.

         3.2 Past Due Rent.  If Tenant shall fail to pay any Rent within  twenty
(20) days of when the same is due and payable,  such unpaid  amounts  shall bear
interest  from the due date  thereof to the date of payment at the then  current
prime rate of BayBank,  or any successor  thereto,  as established  from time to
time, plus one percent (1%), or such lesser rate which is the maximum allowed by
law (the  "Default  Rate").  It is not the  intention of the parties to contract
for,  pay or collect any interest in excess of the maximum  lawful rate.  In the
event any sum is paid by  Tenant as  interest  in an  amount  which  would be in
excess of such lawful rate,  then such sum shall be deemed to be a prepayment by
Tenant of its immediately  succeeding obligations under this Lease and shall not
be deemed to be interest.

         3.3 Net Rent.  It is the purpose and intent of Landlord and Tenant that
the Rent be  absolutely  net to Landlord,  so that this Lease shall yield net to
Landlord the Rent as  hereinbefore  provided,  and that all costs,  expenses and
obligation of every kind or nature whatsoever,  relating to the Premises,  which
may arise or become due during the term of this  Lease,  shall be paid by Tenant
and that Landlord  shall be  indemnified  and saved  harmless by Tenant from and
against the same. The Rent may be adjusted  annually on the  anniversary of this
Lease by thirty (30) days prior  written  notice from Landlord to Tenant for the
purpose of yielding the Rent  absolutely net to Landlord in accordance with this
Section 3.3.

4. Insurance.  At all times during the term of this Lease,  Tenant shall secure,
keep in force and pay for  directly,  at Tenant's  sole  expense,  the following
insurance:

                  4.1 Real Property  Insurance.  Tenant shall,  at its sole cost
and expense and at all times during the Term, provide and keep in full force and
effect fire and extended  coverage  insurance on the Premises with a replacement
cost  endorsement  (if  available) in an amount equal to at least eighty percent
(80%)  of the  full  replacement  cost  of  the  improvements  on the  Premises,
including without limitation all fixtures located on or in the Premises.  If the
coverage is  available  and  commercially  appropriate,  such policy or policies
shall insure  against all risks of direct  physical  loss or damage  (except the
perils of flood and/or  earthquake)  including coverage for any additional costs
resulting  from  debris  removal  and  reasonable  amounts of  coverage  for the
endorsement of any ordinance or law regulating the reconstruction or replacement
of any undamaged  sections of the Premises  required to be demolished or removed
by reason of the enforcement of any building, zoning, safely or land use laws as
the result of a covered cause of loss.

                  4.2 Personal  Property  Insurance.  Tenant shall,  at Tenant's
sole  expense,  obtain and keep in force a policy of fire and extended  coverage
insurance  with  respect to the  Premises  insuring  Tenant  against any and all
property damage or casualty loss or other hazards thereto, up to the fair market
value of the personal  property of Tenant  stored upon the  Premises.  Tenant is
solely  responsible for the security of its personal  property upon the Premises
and holds Landlord harmless for any loss thereof.

                  4.3  Liability  Insurance.  Tenant  shall,  obtain and keep in
force  during the term of this  Lease a policy of  commercial  public  liability
insurance  with  limits not less than  $500,000  per person and  $1,000,000  per
accident,  insuring,  Tenant and, as additional  insured,  Landlord  against any
liability arising



<PAGE>



out of use, occupancy,  or maintenance of the Premises and all areas appurtenant
thereto by Tenant, its agents, employees, contractors, guests and invitees.

                  4.4 Workers'  Compensation.  Tenant  shall,  at Tenant's  sole
expense,  obtain  and keep in force  during  the term of this  Lease a policy of
workers'  compensation  covering any and all of its  employees who may occupy or
work upon the Premises as required by the laws and  regulations  of the State of
North Carolina.

                  4.5 Landlord's Approval. Each policy evidencing such insurance
shall (a) name Landlord and any other of its  designees as  additional  insureds
(except  with   respect  to  Tenant's   own   personal   property  and  workers'
compensation),  (b) shall  contain a provision by which the insured  agrees that
such policy shall not be canceled  except after thirty (30) days' written notice
to Landlord,  and (c) shall provide that coverage shall not be limited or denied
by  reason  of the  provisions  in  this  Lease,  including  those  relating  to
limitations  of liability and waivers of subrogation  and other rights.  For all
insurance  policies procured by Tenant, a certificate of such insurance shall be
provided to Landlord upon its written  request.  If Tenant shall fail to perform
any of its  obligations  under  this  Article 4, then in  addition  to any other
remedies it may have,  Landlord  may, but is not required to,  perform the same,
and the cost thereof,  together with interest thereon at the Default Rate, shall
be deemed additional rent and shall be payable upon Landlord's demand.

5. Utilities.  At all times during the Term of this Lease,  Tenant shall pay for
the cost of all utilities,  including, but without limitation, water, gas, heat,
light,  power,  electricity,  fuel,  sewer  charges,  supplied to or consumed by
Tenant  at the  Premises  together  with any  taxes  thereon  (collectively  the
"Utilities").  If Tenant shall fail to perform any of its obligations under this
Article 5, then in addition to any  remedies it may have,  Landlord  may, but is
not required to, perform the same, and the cost thereof,  together with interest
thereon  at the  Default  Rate,  shall be  deemed  additional  rent and shall be
payable upon Landlord's demand.

6. Taxes. Lessee shall pay the Real Property Taxes (which shall include any tax,
fee, levy,  assessment or charge,  or any increase  therein imposed by reason of
events  occurring,  improvements  being  made to the  Premises,  or  changes  in
applicable law taking effect,  during the term of this Lease)  applicable to the
Premises during the term of this Lease. All such payments shall be made at least
10 days prior to the  delinquency  date of the  applicable  installment.  Tenant
shall promptly furnish Landlord with satisfactory  evidence that such taxes have
been paid.  Any Real  Property  Taxes which  relate to the fiscal  period of the
taxing  authority  that  fall  outside  of the  Term,  whether  or not such Real
Property  Taxes  shall be imposed or become  payable  during the Term,  shall be
ratably  adjusted as between  Landlord  and Tenant.  Nothing in this Lease shall
require Tenant to pay any franchise,  estate, inheritance,  succession,  capital
levy, or transfer tax of Landlord,  or any income tax, excess profits or revenue
tax, or any other tax, assessment, charge or levy upon the Rent.

7. Quiet  Possession.  Upon Tenant paying all of the  obligations  hereunder and
performing all of the covenants,  conditions, and provisions on Tenant's part to
be observed and performed under this Lease,  Tenant shall have quiet  possession
of the Premises during the Term,  subject to all the  conditions,  covenants and
provisions  of this  Lease.  The  Premises  are  leased  subject  to any and all
existing encumbrances,  conditions, rights, covenants, easements,  restrictions,
rights-of-way, and any matters of




<PAGE>



record,  applicable  zoning  and  building  laws,  restrictions  on use and such
matters as may be disclosed by inspection or survey.

8.       Improvements and Alterations

         8.1  Improvements  by  Tenant.  Tenant  shall not make any  substantial
alterations,  renovations or  improvements or cause to be installed any fixtures
costing in excess of  $10,000  in, on, or to the  Premises  or any part  thereof
(including,  without limitation,  any structural alterations,  or any cutting or
drilling into any part of the Premises or any securing of any fixture, apparatus
or  equipment of any kind to any part of the  Premises)  unless and until Tenant
shall have caused plans and  specifications  therefor to have been prepared,  at
Tenant's expense,  by an architect or other duly qualified person and shall have
obtained  Landlord's  written approval thereof.  Tenant shall be responsible for
the cost of any tenant improvements.  Upon any expiration or termination of this
Lease,  Tenant shall remain responsible for all costs of any tenant improvements
and the  completion  thereof,  as set  forth  in the  plans  and  specifications
therefor and the portion of the costs of any tenant improvements that are unpaid
and  outstanding  shall  be  immediately  due and  payable  by any  Tenant.  All
structures, buildings, improvements and fixtures constructed or installed in, at
or upon the Premises, and any repairs thereto and substitutions and replacements
therefore,  made at the Tenant's cost and expense shall at the expiration of the
Term be and remain the property of Landlord.

         8.2  Mechanic's  Liens.  Tenant shall keep the  Premises  free from any
liens arising out of any work or service  performed or material  furnished by or
for Tenant or any person or entity claiming  through or under Tenant whether for
any tenant  improvements  or  otherwise.  Prior to Tenant's  performance  of any
construction  or  other  work on or  about  the  Premises,  whether  for  tenant
improvements or otherwise, for which a lien could be filed against the Premises,
Tenant  shall take all action  which is  legally  permissible  to cause all such
liens  which then or at any time in the future  may be filed or  claimed,  to be
finally waived by all  contractors,  subcontractors,  materialmen and all others
performing or to perform any such work.  Notwithstanding  the foregoing,  if any
mechanic's or other lien shall be filed  against the Premises,  purporting to be
for labor,  services or material  furnished or to be furnished at the request of
Tenant,  then Tenant shall at its expense  cause such lien to be  discharged  of
record by payment,  bond or otherwise,  within twenty (20) days after the filing
thereof.  If Tenant  shall  fail to cause such lien to be  discharged  of record
within such twenty (20) day period,  Landlord, in addition to any other remedies
it may have,  may, but is not required to, cause such lien to be  discharged  by
payment, bond or otherwise,  without investigation as to the validity thereof or
as to any offsets or defenses thereto,  and Tenant shall, upon demand,  promptly
reimburse Landlord for all amounts paid and costs incurred, including attorneys'
fees,  in having such lien  discharged  of record  together with interest at the
Default Rate.

         8.3 Contractor's  Insurance.  Prior to engaging any contractor,  Tenant
shall require any contractor performing work on the Premises at Tenant's request
or on Tenant's  behalf to carry and maintain  such  insurance in such amounts of
coverage  as  Landlord  may require  from time to time,  including  contractor's
liability coverage and workers'  compensation  insurance and to name Landlord as
an additional  insured upon the contractor's  insurance policy for the terms and
purpose of the work upon the Premises.





<PAGE>



9. Use of Premises.  Tenant's use and occupancy of the Premises shall be for the
purpose of  assembly,  manufacture,  warehousing,  storing  and  shipping of its
products  (the  "Products").  Tenant  shall not use or permit the Premises to be
used for any other purpose  without the prior written  consent of Landlord.  The
storage of the  Products  shall be  accomplished  in a neat and  orderly  manner
creating  proper  aisles  and not in a  manner  that  will  interfere  with  the
operation of any building systems.

         9.1 Prohibited Uses.  Tenant shall not do or permit anything to be done
in or about the Premises  which will  materially  obstruct or interfere with the
rights of Landlord or its employees,  or to use or allow the Premises to be used
for any improper,  immoral,  unlawful or objectionable purpose, nor shall Tenant
cause,  maintain or permit any  nuisance  in, on or about the  Premises.  Tenant
shall not  commit or allow to be  committed  any  material  waste in or upon the
Premises,  reasonable  wear and tear excepted.  Tenant shall not cause or permit
any hazardous or toxic substance, material or waste including without limitation
any oil, pollutant,  contaminant,  hazardous waste, asbestos, or other hazardous
substance,  as such term or similar terms are now defined, used or understood in
or  under  any  federal,  state,  local  or other  governmental  statute,  rule,
regulation, ordinance or order which relates in any way to the protection of the
environment  ("Environmental  Laws")  to be used,  stored,  released,  dumped or
disposed of upon the Premises in violation of the Environmental Laws.

         9.2 Compliance  with Law. Tenant shall not use or permit the use of the
Premises in any way in conflict with any law or governmental rule or regulation.
Tenant shall, at Tenant's sole cost,  promptly  comply in all material  respects
with  all  such  laws  and  governmental  rules  and  regulations  and  with the
requirements  of any  board of  underwriters  or  other  similar  bodies  now or
hereafter  constituted  relating  to  the  condition,  use or  occupancy  of the
Premises  whether  or  not  expressly   ordered  to  do  so  by  the  applicable
governmental  authority.  The judgment of any court of competent jurisdiction or
the admission of Tenant in any action against Tenant that Tenant has violated in
a material manner any statute,  regulation or rule, whether or not Landlord is a
party, shall be conclusive of the fact as between Landlord and Tenant.

10. Repairs and  Maintenance.  Tenant shall,  at Tenant's own expense and at all
times, keep the Premises neat, clean, and in a sanitary condition, including the
neat and  orderly  storage  of the  Products.  Except for the  structure  of the
buildings of which the Premises are a part,  including the roof, exterior walls,
foundation,  glass,  doors,  parking lots and driveways,  plumbing,  electrical,
heating and ventilation systems of such structures,  the repairs and maintenance
of which are the  responsibility of Landlord,  Tenant shall make such repairs as
are necessary to maintain the Premises in as good  condition as the Premises now
are, reasonable use and wear excepted.  If Tenant refuses or neglects its duties
under this  Section 10, then,  at the  expiration  of thirty (30) days'  written
demand to Tenant (or without demand in the case of emergency)  Landlord may, but
is not required to,  make,  perform or cause such repairs as it deems  necessary
and  Tenant  agrees to  reimburse  Landlord  promptly  upon  demand for the cost
thereof, including interest thereon at the Default Rate.

11. Hold Harmless.  To the extent  permitted by law, and except to the extent of
Landlord's  acts or  omissions  for which  Landlord is  negligent,  Tenant shall
indemnify and hold Landlord harmless from and against any and all claims arising
from, in connection with or related to (a) Tenant's use of the Premises, (b) the
conduct of Tenant's  business,  (c) any activity,  work, or other things,  done,
permitted, or suffered




<PAGE>



by Tenant in or about the  Premises,  (d) any act or negligence of Tenant or any
officer, agent, affiliate, employee, guest or invitee of Tenant.

12. Entry by Landlord.  At any and all reasonable  times during regular business
hours,  Landlord  reserves  and shall  have the right to enter the  Premises  to
inspect  the same a  reasonable  number of  times,  to submit  the  Premises  to
prospective purchasers or tenants, to repair the Premises and any portion of the
building that Landlord may deem  necessary or  desirable,  without  abatement of
rent, and may for that purpose erect scaffolding and other necessary  structures
where  reasonably  required by the character of the work to be performed,  using
best efforts to avoid  blocking the entrance to the Premises and providing  that
the business of Tenant shall not be interfered with unreasonably.  Tenant hereby
waives  any  claim  for  damages  or  for  any  injury  or  inconvenience  to or
interference  with  Tenant's  business,  and any  loss  of  occupancy  to  quiet
enjoyment of the Premises. Landlord shall have the right to enter at any and all
times and to use any and all means  which  Landlord  may deem proper to open any
doors or  otherwise  obtain  access to the  Premises in any actual or  perceived
emergency,  without liability to Tenant,  and any entry to the Premises obtained
by Landlord by any of said means or otherwise shall not under any  circumstances
be construed or deemed to be a forcible or unlawful  entry into or a detainer of
the Premises or an eviction of Tenant from the Premises or any portion thereof.

13.  Assignment  and  Subletting.  Tenant  shall not  either  voluntarily  or by
operation of law assign, transfer,  mortgage, pledge,  hypothecate,  or encumber
this Lease or any interest therein and shall not sublet the Premises or any part
thereof or any right or privilege  appurtenant  thereto or allow any person (the
employees,  agents,  servants, and invitees of Tenant excepted) to occupy or use
the Premises or any portion thereof.  Any such assignment or subletting shall be
voidable by Landlord and may constitute a default under the terms of this Lease.
A consent by Landlord to one assignment,  subletting,  occupation, or use by any
other  person  shall not be deemed to be consent to any  subsequent  assignment,
subletting,  occupation,  or use by another person. A consent by Landlord to any
such assignment,  subletting,  occupation or use by any other person shall in no
way relieve  Tenant of any  liability  under this Lease.  It is  understood  and
agreed that  Landlord may fully assign or encumber  Landlord's  interest in this
Lease as  Landlord.  Landlord  may assign or  encumber  the Rent to any  person,
partnership, corporation, or bank, and Tenant agrees when notified in writing by
the assignee of such  assignment to make the rental  payments to assignee  under
the terms of said assignment.

14. Tenant's Default.  The occurrence of any one or more of the following events
shall constitute an event of default and breach of this Lease by Tenant:

         14.1  Failure to Pay  Obligations.  Tenant fails to make any payment of
the Rent or any other payment  required to be made by Tenant  hereunder,  as and
when due,  where such failure  shall  continue for a period of five (5) business
days after written notice thereof by Landlord to Tenant.

         14.2  Failure to Observe  Other  Covenants.  Tenant fails to observe or
perform any of the  covenants,  conditions,  or  provisions  of this Lease to be
observed or  performed by Tenant,  other than  described in Section 14.1 herein,
where such failure shall continue for a period of twenty (20) days after written
notice thereof by Landlord to Tenant;  provided,  however, that if the nature of
Tenant's default is such that more than twenty (20) days are reasonably required
for cure of such condition, then Tenant




<PAGE>



shall not be deemed to be in default if Tenant  commences  such cure within said
twenty (20) days and thereafter diligently prosecutes such cure to completion.

15. Remedies on Default.  In the event of any default or breach of this Lease by
Tenant,  Landlord may, at any time  thereafter  with or without notice or demand
and  without  limiting  Landlord  in the  exercise  of a right or  remedy  which
Landlord  may have by reason of such  default  or  breach,  exercise  any of the
following remedies:

         15.1  Termination  of  Possession.  Landlord may terminate  immediately
Tenant's  right to possession of the Premises by written notice to Tenant or any
other lawful means,  terminate  this Lease by written  notice to Tenant,  revoke
Tenant's  right to any  lease  concessions  and  recover  the  value of any such
concessions made,  re-enter and take possession of the Premises and Tenant shall
immediately surrender possession of the Premises to Landlord.

         15.2  Removal  of  Personal  Property.  In the event of a  retaking  of
possession  of the  Premises  by  Landlord,  Tenant  shall  remove all  personal
property  located  thereon  and,  upon failure to do so upon demand of Landlord,
Landlord  may  remove  and  store the same in any place  selected  by  Landlord,
including  without  limitation  a public  warehouse,  at the expense and risk of
Tenant.  If Tenant shall fail to pay the cost of storing any such property after
it has been stored for a period of thirty (30) days of more,  Landlord  may sell
any or all of such personal  property at a public or private sale or auction and
shall apply the  proceeds of such sale first to the cost of such sale,  secondly
to the payment of the charges for storage, if any, and thirdly to the payment of
any other sums of money which may be due from Tenant to Landlord under the terms
of this Lease, and the balance, if any, to Tenant.

         15.3 Other Remedies. In addition to the foregoing,  Landlord may pursue
any other  remedy  now or  hereafter  available  to  Landlord  under the laws or
judicial  decisions of the State of North Carolina.  It is understood and agreed
that Landlord's remedies hereunder are cumulative, and the exercise of any right
or remedy shall not constitute a waiver,  merger or  extinguishment of any other
right or remedy.

16. Damage.  In the event the Premises are rendered  untenantable in whole or in
part by fire,  the  elements  or other  casualty  during the term of this Lease,
Tenant  shall  immediately  notify  Landlord,  specifically  stating any repairs
needed  to  maintain  the  Tenant's  manufacturing  operation  at the  Premises.
Landlord  may elect not to restore or rebuild the  Premises  and shall so notify
Tenant. In such an event,  Tenant may, at its option (a) vacate the Premises and
this Lease  shall  terminate  effective  thirty  (30) days after such  notice is
delivered with an abatement of the Rent payable with respect to the time period,
or (b) occupy  that  portion  of the  Premises  which  remains  tenable  with an
abatement of the Rent in the amount equal to the rent for the untenable  portion
of the Premises.

17.  Eminent  Domain.  In the event of any taking or  appropriation  whatsoever,
Landlord shall be entitled to any and all awards,  payments or settlements which
may be given,  made or  ordered  and  Tenant  shall  have no claim  against  the
condemning  authority  or Landlord for the value of any  unexpired  term of this
Lease,  and Tenant  hereby  assigns to Landlord any and all claims to any award,
payments  or  settlement.  Nothing  contained  herein  shall be  deemed  to give
Landlord  any  interest in or to require  Tenant to assign to Landlord any award
made to Tenant for the taking of personal property or fixtures



<PAGE>



belonging to Tenant, for the interruption of or damage to Tenant's business, or
for Tenant's moving expenses.

18. Signs.  Tenant may, at Tenant's sole expense,  place an external sign on the
Premises,  provided  such sign has been  approved  in advance by  Landlord,  and
provided  such sign does not violate any statute or regulation  existing  during
the term of this Lease.  Tenant shall pay the costs of removal of such sign upon
termination of the Lease, and such sign shall remain the property of Tenant.  At
any time within 180 days prior to the expiration of the Term, Landlord may place
upon the Premises "for lease", "for sale" or other signs.

19.  Subordination.  Tenant agrees that this Lease shall be  subordinate  to any
mortgage  or deed of  trust  that is now or may  hereafter  be  placed  upon the
Premises  and to any and all  advances to be made  thereunder,  to the  interest
thereon, and all renewals,  replacements,  and extensions thereof; provided, the
lender  secured by and named in such  mortgage  or deed of trust  shall agree in
writing to recognize this Lease of Tenant in the event of foreclosure, if Tenant
is not in default.  Tenant agrees to take all actions and to execute and deliver
all  certificates,  instruments,  documents and agreements,  including,  without
limitation,  agreements of  subordination,  waiver and attornment,  necessary or
proper to effect the foregoing.

20.  Authority of Parties.  Each of Tenant and Landlord  represents and warrants
that it is a  corporation  duly  organized  and in good  standing  and  that the
execution,  delivery and  performance of this Lease has been duly  authorized by
all requisite corporate action.  Each individual  executing this Lease on behalf
of the corporation that is a party hereto represents and warrants that he or she
is duly  authorized to execute,  deliver and perform this Lease for, in the name
of and on behalf of the respective  party, in accordance with the bylaws of such
corporation, and that this Lease is legally binding upon and enforceable against
such  entity in  accordance  with its terms.  Upon  request,  each of Tenant and
Landlord agrees to provide a Certificate of Officer  verifying the authority and
position of each signatory.

21.  General  Provisions.  Landlord  and Tenant agree to the  following  general
provisions:

         21.1 Waiver. A waiver by Landlord of any term,  covenant,  or condition
herein  contained  shall  not be  deemed  to be a future  waiver  of such  term,
covenant, or condition,  nor the waiver of any other term, covenant or condition
herein contained. The subsequent acceptance of any payment hereunder by Landlord
shall not be deemed to be a waiver  of any  preceding  default  by Tenant of any
term, covenant, or condition of this Lease.

         21.2  Time.  Time is of the  essence of this Lease and each and all its
provisions in which performance is a factor.

         21.3  Headings.  The heading and section titles of this Lease are not a
part  of  this  Lease  and  shall  have  no  effect  upon  the  construction  or
interpretation of any part hereof.

         21.4  Successors  and Assigns.  The  covenants  and  conditions  herein
contained  subject to the  provisions  as to  assignment,  apply to and bind the
heirs,  successors,  executors,  administrators,  and  permitted  assigns of the
parties hereto.




<PAGE>



         21.5 Prior Agreements. This Lease contains all of the agreements of the
parties  hereto with  respect to any matter  covered or mentioned in this Lease,
and no prior agreements or  understandings  pertaining to any such matters shall
be effective or binding upon any party.  In case of conflict or  ambiguity,  the
terms of this Lease shall govern.

         21.6  Inability to Perform.  This Lease and the  obligations  of Tenant
hereunder  shall not be  affected  or  impaired  because  Landlord  is unable to
fulfill any of  Landlord's  obligations  hereunder or is delayed in doing so, if
such inability or delay is caused by reason of strike,  labor troubles,  or acts
of God so long as Landlord makes a good faith effort to fulfill its  obligations
promptly after the cause of such inability or delay has abated.

         21.7 Partial Invalidity. Any provisions of this Lease which shall prove
to be invalid,  void, or illegal shall in no way affect,  impair,  or invalidate
any other provision hereof, and such other provisions shall remain in full force
and effect.

         21.8 Cumulative  Remedies.  No remedy or election of Landlord hereunder
shall be deemed  exclusive,  but shall whenever  possible be cumulative with all
other remedies at law or in equity.

         21.9  Governing  Law.  This Lease shall be governed by and construed in
accordance with the laws of the State of North Carolina.

         21.10 Real Estate Commission. No broker is due any finders' or brokers'
commissions with respect to this Lease or the payment of any rent hereunder.

         21.11 Subrogation  Waiver.  Landlord and Tenant each hereby release the
other and waive all  rights  of  recovery  against  the other for loss or damage
arising out of the perils  described  in any policy of insurance in force at the
time of the loss to the extent permissible under such policies.

         21.12 Notice. Any notices or other communications required or permitted
hereunder or otherwise in connection  herewith  shall be in writing and shall be
deemed  to have been duly  given  when  delivered  in person or  transmitted  by
facsimile  transmission  or on receipt after dispatch by express,  registered or
certified mail, postage prepaid, addressed, as follows:






<PAGE>




                  If to Landlord:
                  Rudbeek Realty Corp.
                  P.O. Box 519
                  Westfield, MA    01085

                  If to Tenant:
                  Mestek, Inc.
                  260 North Elm St.
                  Westfield, MA   01085
                  Attention: Stephen M. Shea


         21.14 Survival. All agreements, covenants, warranties,  representations
and indemnification contained herein or made in writing pursuant to the terms of
this Lease by or on behalf of Tenant shall be deemed  material and shall survive
the expiration or sooner termination of this Lease.

IN WITNESS  WHEREOF,  Landlord  and Tenant  have  caused  their duly  authorized
representatives  to execute this Lease  Agreement  as of the date first  written
above.

                                    LANDLORD:
                              RUDBEEK REALTY CORP.


                        By:/S/JAMES A. BURK______________
                              James A. Burk, Treasurer



                                     TENANT:
                                  MESTEK, INC.



                         By:/S/STEPHEN M. SHEA__________
                               Stephen M. Shea,
                               SeniorVice President - Finance