LEASE AGREEMENT


         THIS LEASE  AGREEMENT  (the "Lease") made as of the 1st day of January,
2000, by and between  Sterling Realty Trust, a Trust made under a Declaration of
Trust dated November 24, 1950, and recorded in Hampden County  Registry of Deeds
as Document No.  26882,  in Book 2088,  Page 123 (the  "Landlord"),  and Mestek,
Inc., and its successors and assigns (the "Tenant") a Pennsylvania  corporation,
with offices at 260 North Elm Street, Westfield, MA 01085.

                                   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 the premises  commonly  known as 260 North Elm Street,  Westfield,
Massachusetts,  01085,  consisting  of  offices in a two story  structure  and a
manufacturing  plant  totaling  113,027  square feet,  and 265 North Elm Street,
Westfield,  Massachusetts,  01085,  consisting of a storage building and parking
lot, together with all buildings, structures, and other improvements thereon and
all rights, easements,  rights-of-way,  and appurtenances thereto (collectively,
the "Premises"), which is situated on those certain parcels of land described as
Parcel 1 and Parcel 2 respectively in Exhibit A to this Lease (the "Property").

2.       Term

         2.1 Term. The term of the Lease shall be for a period of five (5) years
(the "Initial Term") beginning on January 1, 2000 (the "Commencement  Date") and
ending on December 31, 2005 (the "Termination  Date") at 12:00 a.m.,  subject to
(a) earlier  termination  as provided in this Lease;  or (b) the renewal of this
Lease at the  option  of the  Tenant  for an  additional  five  (5) year  period
("Extended Term") upon three (3) months advance notice to Landlord, at an annual
rent equal to the amounts provided for in Section 3 hereof. The Initial Term and
the Extended Term shall be collectively referred to as the "Term".

         2.2      Termination.
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                  2.2.1  This  Lease  shall  terminate  at the  end of the  Term
without the necessity of any notice from either  Landlord or Tenant to terminate
the same.

                  2.2.2 This Lease may  terminate at the election of Landlord in
the event of any default of Tenant as described in Article 11 below.

                  2.2.3 Upon the  expiration or sooner  termination of the Term,
Tenant shall quietly and  peacefully  surrender the Premises in good  condition,
reasonable wear and tear excepted, to Landlord. All appurtenances,  fixtures and
leasehold improvements installed in the Premises, whether by Landlord or Tenant,
and whether at  Landlord's  expense or Tenant's  expense shall be and remain the
property of Landlord.  All non-fixture  personal property owned by Tenant and/or
placed in the Premises  shall remain the property of Tenant and shall be removed
prior to the end of the Term or such  other time as Tenant may lose the right of
possession of the Premises.  Any property of Tenant remaining in the Premises at
the expiration or other termination of the Term, or at such other time as Tenant
may lose the right of possession of the Premises,  shall be deemed  abandoned by
Tenant  and, at  Landlord's  option,  shall  become the  property  of  Landlord.
Landlord may remove such  property and sell or otherwise  dispose of the same in
any manner  without  liability  or  obligation  to account to Tenant  therefore.
Tenant  shall pay  Landlord  on demand for all costs of  Landlord  in  removing,
storing and disposing of any such property.

3. Rent.  Tenant shall pay to the Landlord at 10 Tekoa  Terrace,  Westfield,  MA
01085 or such other  address as  Landlord  may  designate,  an annual  rent (the
"Annual   Rent")  of  Two  Hundred   Eight-Two   Thousand   Dollars  and  No/100
($282,000.00),  payable in monthly installments of Twenty-Three Thousand Dollars
and No/100 ($23,500.00),  in advance of the first day of each month of the Term,
without any deduction, counterclaim,  abatement or set-off whatsoever (except as
may be expressly authorized by the terms of this Lease).

3.1 If Tenant  shall  elect to extend the term of this  Lease,  as  provided  in
Section  2.1(b)  hereof,  then the Annual Rent payable  during the Extended Term
shall be adjusted (the "Adjusted Annual Rent") as follows:

3.1.1 The Consumer Price Index for All Urban  Consumers  (CPI-U) as published on
the  Commencement  Date (the "Base  Index")  shall be  compared to such index as
published on the  Termination  Date (the "Current  Index") and the change in the
Consumer Price Index shall be expressed as a percentage  where a number equal to
the  Current  Index minus the Base Index  shall be the  numerator,  and the Base
Index shall be the denominator  (the  "Percentage  Increase");  provided however
that the Percentage Increase shall not be less than zero.

3.1.2 The  Adjusted  Annual Rent shall equal the Annual Rent plus the product of
the Annual Rent  multiplied  by one-half of the  Percentage  Increase;  provided
however that if the Percentage  Increase is equal to zero percent (0.00%),  then
the Adjusted Annual Rent shall equal  $282,000.00.  For purposes of illustration
only; if the Base Index is equal to 166.7, and assuming the Current Index is 200
as of December 31, 2005, then the Percentage  Increase would equal 19.97% (200 -
166.7 /166.7), and the Adjusted Annual Rent would equal $310,157.70  ($282,000 +
($282,000  * (19.97%)  2).  All  Annual  Rent and  Adjusted  Annual  Rent may be
collectively referred to herein as the "Rent".

4.       Additional Rent.  In addition to the Rent payable pursuant to Section 3
of this Lease, Tenant shall pay as additional rent (the "Additional Rent")
the following:

         4.1 Real Estate  Taxes.  Tenant shall pay in each  calendar year of the
Lease (the "Lease Year"), as Additional Rent, all taxes, assessments and charges
whatsoever,   ordinary  or  extraordinary,   general  or  special,  foreseen  or
unforeseen,  levied upon or with respect to the Premises and the Property or any
improvements,  fixtures  and  equipment  of  Landlord or Tenant used in the use,
occupation  or operation  thereof (the "Real Estate  Taxes").  Real Estate Taxes
shall not include  transfer,  inheritance or capital stock taxes or income taxes
measured  by the net income of  Landlord  from all  sources,  unless any of such
taxes is levied or assessed against Landlord as a substitute in whole or in part
for or as an  addition  to,  in whole  or in  part,  any  other  tax that  would
otherwise  constitute  a Real Estate Tax.  Real Estate  Taxes shall also include
reasonable  legal fees,  costs and  disbursements  incurred in  connection  with
proceedings and activities to contest, determine, reduce or negotiate the amount
or payment of Real Estate Taxes.  If Tenant is in possession of the Premises for
a portion of any calendar  year during the Term  hereof,  Tenant shall pay a pro
rata share of the Real Estate Taxes for such calendar year.

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

                  4.2.1  Property  Insurance.  Tenant  shall,  at Tenant's  sole
expense, obtain and keep in force during the Term of this Lease a policy of fire
and extended  coverage  insurance with respect to the Premises  insuring Tenant,
and as additional  insured,  Landlord,  against any property  damage or casualty
loss thereto,  up to the fair market value of the Premises,  which is deemed for
the first Lease Year to be an amount of not less than One Million  Seven Hundred
Thousand Dollars ($1,700,000.00).  All such policies shall be written as primary
policies  not  contributing  with and not only in excess of any  coverage  which
Landlord may carry.

                  4.2.2  Liability  Insurance.  Tenant  shall,  at Tenant's sole
expense,  obtain  and keep in force  during  the term of this  Lease a policy of
comprehensive  public  liability  insurance  in the  amount of not less than One
Million  Dollars  ($1,000,000.00)  insuring  Tenant and, as additional  insured,
Landlord against any liability arising out of the ownership,  use, occupancy, or
maintenance of the Premises and all areas appurtenant thereto. All such policies
shall be written  as  primary  policies  not  contributing  with and not only in
excess of any coverage which Landlord may carry.

                  4.2.3 Landlord's  Approval.  The company or companies  writing
any insurance which Tenant is required to take out and maintain pursuant to this
Lease, as well as the form of such  insurance,  shall at all times be subject to
the Landlord's approval,  and any such company or companies shall be licensed to
do business in  Massachusetts.  Each policy  evidencing such insurance shall (a)
name Landlord and any other of its designees as additional  insured (except with
respect to Tenant's own  personal  property),  (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 its  designee,  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 at all times be deposited with Landlord.
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 then  current  Fleet Bank prime  interest  rate,  shall be deemed
Additional Rent and shall be payable upon Landlord's demand.

         4.3 Utilities. At all times during the Term of this Lease, Tenant shall
pay for  directly  as  Additional  Rent all  utilities,  including,  but without
limitation,  water, gas, heat, light, power,  electricity,  fuel, sewer charges,
telephone service,  and any and all other services and utilities supplied to the
Premises together with any taxes thereon (collectively the "Utilities").  Tenant
shall notify the utility  companies  that the  Utilities are to be placed in the
name of Tenant and all bills  therefore  are to be sent  directly to Tenant.  In
addition,  Tenant  shall  pay the  costs of all  deposits  required  by  utility
companies for the Utilities.

5.       Improvements and Alterations.
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         5.1  Improvements  by Tenant.  Tenant  shall not make any  alterations,
renovations  or  improvements  or cause to be installed any  fixtures,  exterior
signs,  floor  covering,  interior  or exterior  lighting or plumbing  fixtures,
shades or awnings or any other  installations  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)
("Tenant  Improvements")  unless and until  Tenant  shall have caused  plans and
specifications  therefore  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.

         5.2  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
the Tenant  Improvements  or otherwise.  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  ten (10) days after the filing
thereof.  If Tenant  shall  fail to cause such lien to be  discharged  of record
within such ten (10) day period,  Landlord, in addition to any other remedies it
may have,  may 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,  reimburse  Landlord for all
amounts paid and costs incurred,  including attorneys' fees, in having such lien
discharged of record.

         5.3 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.

6.       Use of Premises.  Tenant's use and occupancy of the Premises shall be
for the purpose of office work and engineering, testing, manufacturing and
shipment of HVAC equipment and all uses related thereto.  Tenant shall not use
or permit the Premises to be used for any other purpose without the prior
written consent of Landlord.

         6.1 Prohibited  Uses.  Tenant shall not 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. 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  (the  "Environmental
Laws") to be used,  stored,  released,  dumped or disposed of upon the  Premises
except in full  compliance  with and as otherwise  allowed by the  Environmental
Laws.

         6.2 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,  regulation,
order or ordinance.  Tenant shall, at Tenant's sole cost, promptly comply in all
material respects with all such laws and governmental rules, regulations, orders
and ordinances 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.

7.       Maintenance and Repairs.  Responsibility for maintenance and repairs
shall be allocated between Landlord and Tenant as follows:

         7.1 Tenant's Obligations.  By taking possession of the Premises, Tenant
shall be deemed to have  accepted the Premises  "as is", in good  condition  and
repair.  Tenant shall, at Tenant's sole cost and expense,  keep the Premises and
the  Property  and each and  every  part  thereof  in an  orderly  and  sanitary
condition,  well-maintained  and  in  good  repair  and  appearance  (except  as
hereinafter provided with respect to Landlord's obligations),  including without
limitation, the maintenance, replacement, painting and repair of any doors, door
frames,  windows, window casements,  floors and floor coverings,  walls and wall
surfaces and coverings,  plumbing, pipes, electrical service,  including panels,
boxes, wiring and conduits,  the heating and air conditioning  systems,  and all
other  mechanical  equipment  parts and systems  whether  interior or  exterior.
Tenant shall, upon the expiration or sooner termination of this Lease, surrender
the Premises to Landlord in good condition,  broom clean, ordinary wear and tear
excepted.  Any damage to property or injury  sustained by any person  because of
mechanical,  electrical, plumbing or any other equipment or installations, whose
maintenance  and repair  shall be the  responsibility  of  Tenant,  shall be the
obligation of and paid for by Tenant.  Tenant shall  indemnify and hold Landlord
harmless  from and  against  all  claims,  actions,  damages  and  liability  in
connection with Tenant's  obligations  under this Article 7, including,  but not
limited to,  attorneys'  and other  professional  fees,  and any other costs and
expenses which Landlord might reasonably  incur. Any damage to adjacent premises
caused by Tenant's  use of the  Premises  shall be repaired at the sole cost and
expense of Tenant.

         7.2 Landlord's Obligations.  Upon receipt of written notice of the need
for the same,  Landlord  shall, at Landlord's  expense,  repair and maintain the
structural  portions of the  Premises,  which include the  foundation,  exterior
walls,  structural  members and roof. In the event such  maintenance and repairs
are necessitated in whole or in part by the acts, neglect, fault, or omission of
any duty by Tenant,  Tenant's agents,  servants,  employees, or invitees, or any
damage caused by breaking and entering,  Tenant shall pay to Landlord the entire
cost of such  maintenance  and  repairs.  Except as  otherwise  provided in this
Section 7.2, there shall be no abatement of rent and no liability of Landlord by
reason of any injury to or interference  with Tenant's business arising from the
making of any repairs,  alterations, or improvements in or to any portion of the
Premises or in or to fixtures,  appurtenances,  and equipment. Tenant waives the
right to make  repairs  that  are  Landlord's  obligation  under  this  Lease at
Landlord's  expense  under any law,  statute,  or ordinance  now or hereafter in
effect.  Landlord shall have no  responsibility  for the maintenance,  repair or
replacement  of anything  which is Tenant's  obligation  as set forth in Section
7.1.

8. Hold  Harmless.  To the extent  permitted by law, and except to the extent of
Landlord's  acts or omissions  for which  Landlord is solely  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 by Tenant in or about the Premises, (d) any breach
or default in the performance of any obligation on Tenant's part to be performed
under  the  terms of this  Lease,  (e) any act or  negligence  of  Tenant or any
officer,  agent,  employee,  guest,  or  invitee  of  Tenant  and (f) all  costs
(including  attorneys' fees) and liabilities incurred in or about the defense of
any such claim or any action or  proceeding  brought  thereon.  In any action or
proceeding  brought  against  Landlord  by  reason of any such  claim  described
herein,  Tenant,  upon notice from  Landlord,  shall defend the same at Tenant's
sole expense conferring from time to time with Landlord. To the extent permitted
by law,  Tenant  hereby  assumes  all risk of  damage to  property  or injury to
persons of whatever  status in, upon, or about the Premises from any cause other
than the sole negligence of Landlord. Landlord or Landlord's agents shall not be
liable  for any loss or damage to  persons  or  property  resulting  from  fire,
explosion,  falling plaster,  steam, gas, electricity,  water, or rain which may
leak  from  any  part of the  building,  upon the  Premises  or from the  pipes,
appliances,  heating and air  conditioning  system or plumbing  works therein or
from the road,  street,  or subsurface,  or from any other place  resulting from
dampness,  or from any other cause  whatsoever,  unless  caused by or due to the
sole  negligence  of Landlord or  Landlord's  agents.  Tenant  shall give prompt
notice to Landlord in case of casualty or accidents upon the Premises.

9. Entry by Landlord.  At any and all reasonable  times during regular  business
hours,  upon one days' prior notice to Tenant,  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.

10.  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  without  the prior  written  consent of
Landlord  which  shall not be  unreasonably  withheld.  Any such  assignment  or
subletting without such consent shall be voidable by Landlord and may constitute
a default  under the terms of this  Lease.  It is  understood  and  agreed  that
Landlord  may fully  assign or  encumber  Landlord's  interest  in this Lease as
Landlord may determine in its sole and absolute discretion.  Landlord may assign
or encumber the Rent herein provided 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.

11.      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:

11.1     Abandonment.  Tenant vacates or abandons the Premises for a continuous
period in excess of five (5) business days.

11.2 Failure to Pay  Obligations.  Tenant fails to make any payment of the Rent,
the  Additional  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
ten (10) business days after written notice thereof by Landlord to Tenant.

11.3 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 11.2 herein,  where such
failure  shall  continue for a period of thirty (30) days after  written  notice
thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's
default is such that more than thirty (30) days are reasonably required for cure
of such  condition,  then Tenant  shall not be deemed to be in default if Tenant
commences  such cure  within said  thirty  (30) days and  thereafter  diligently
prosecutes such cure to completion.

12.  Remedies  on  Default.  In the event of any  default  or breach 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:

12.1  Termination  of  Possession.  Landlord  may  terminate  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 free rent or other  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.  In such event,
Landlord  shall be  entitled  to recover  from  Tenant all  damages  incurred by
Landlord by reason of Tenant's default, including without limitation, all unpaid
Rent, Additional Rent and other obligations of Tenant under this Lease including
without  limitation,  accrued  interest  at the then  current  Fleet  Bank prime
interest rate, and late charges  thereon,  the cost of recovering  possession of
the Premises, the expenses of reletting,  and any other costs or damages arising
out of Tenant's  default,  including  without  limitation  the costs of removing
persons and property from the  Premises,  the costs of repairing or altering the
Premises  for  reletting,   brokers'  commissions,  and  legal  costs  including
attorneys' fees whether suit is brought or not.  Notwithstanding any termination
of this Lease,  re-entry or reletting of the  Premises,  the liability of Tenant
for the Rent,  the  Additional  Rent and other charges and  adjustments  for the
balance of the Term shall not be extinguished  and Tenant shall pay and Landlord
may recover from Tenant at the time of termination,  re-entry, or reletting, the
amount of such rents reserved in this Lease for the balance of the Term (even if
in  excess  of the then  reasonable  rental  value of the  Premises  or any part
thereof) without first terminating Tenant's right to possession pursuant to this
Lease.  Landlord  reserves  the  right,  at any  time  thereafter,  to  elect to
terminate  Tenant's  right to  possession  to the  Premises for the default that
originally resulted in the reletting.

12.2 Enforcement of Lease.  Landlord may maintain  Tenant's right to possession,
in which case this Lease shall  continue in effect  whether or not Tenant  shall
have  abandoned  the  Premises.  In such  event,  Landlord  shall be entitled to
enforce all of Landlord's  rights and remedies  under this Lease,  including the
right to recover the Rent,  the  Additional  Rent,  other  obligations of Tenant
under this Lease, and any other charges,  interest and adjustments as may become
due hereunder. Landlord's failure or inability to relet the Premises or any part
thereof  shall not reduce or restrict or in any way affect  Landlord's  right to
recover  from Tenant all such rent and other sums as the same  become due,  and,
despite such failure or inability to so relet the Premises or any part thereof.

12.3 Other  Remedies.  Landlord  may pursue  any other  remedy now or  hereafter
available to Landlord under the laws or judicial  decisions of the  Commonwealth
of Massachusetts, in addition to the foregoing. 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.

12.4 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.  Tenant hereby waives all claims for damages
that may be caused by Landlord's  lawfully  re-entering and taking possession of
the Premises or lawfully removing and storing the personal property of Tenant as
herein provided and will hold Landlord harmless from loss or damages  occasioned
by  Landlord  thereby,  and no such  lawful  re-entry  shall  be  considered  or
construed to be a forcible or unlawful entry or detainer.

13.      Damage and Reconstruction.  Should the Premises be damaged during the
term of this Lease, Tenant shall immediately notify Landlord, and the rights and
responsibilities of Landlord and Tenant shall then be as follows:

13.1  Insured  Damage.  In the event the  Premises  are damaged by fire or other
perils  covered by  Tenant's  or  Landlord's  casualty  or  property  insurance,
Landlord  agrees  forthwith  to  commence  repair  of the same to the  extent of
insurance  proceeds  available  and this  Lease  shall  remain in full force and
effect, except that Tenant shall be entitled to a proportionate reduction of the
Rent (but not other  obligations  hereunder)  from the date of damage  and while
such repairs are being made, such  proportionate  reduction to be based upon the
extent  to which the  damage  and  making  of such  repairs  shall  cause  undue
interference  with the  business  carried on by Tenant in the  Premises.  In the
event the Premises  are damaged by fire or other  perils  covered by Tenant's or
Landlord's  casualty or property  insurance,  Tenant shall continue to be liable
for all payments of Additional  Rent pursuant to Article 4 of this Lease. If the
damage is due to the fault or neglect  of Tenant or  Tenant's  employees,  there
shall be no abatement of the Rent.

13.2 Other  Damage.  In the event the  Premises are damaged as the result of any
cause other than the perils covered by Tenant's or Landlord's casualty insurance
or for which insurance  proceeds are insufficient  fully to cover, then Landlord
agrees  forthwith  to  commence  repair of the  same,  only in the case that the
extent of the destruction of the Premises is less than twenty-five percent (25%)
of the then full replacement cost of the Premises.  In the event the destruction
of the Premises is to an extent of twenty-five percent (25%) or more of the full
replacement  cost of the Premises,  then  Landlord  shall have the option (a) to
repair or restore such damage,  this Lease  continuing in full force and effect,
but the Rent to be proportionately reduced as provided above in Section 13.1; or
(b) to give  notice to Tenant at any time  within  sixty  (60) days  after  such
damage,  terminating  this Lease as of the date  specified in the notice,  which
date shall be no more than thirty (30) days after the giving of such notice.  In
the event of giving such  notice,  this Lease shall  expire and all  interest of
Tenant in the Premises  shall  terminate on the date so specified in such notice
and the Rent, reduced by a proportionate reduction based upon the extent, if any
to which such damage unduly interferes with the business carried on by Tenant in
the Premises, the Additional Rent and all other obligations of Tenant under this
Lease shall be paid up to the date of such termination. At Tenant's sole option,
it may, upon notice to Landlord and in accordance  with Article 5 of this Lease,
effect all necessary  repairs and reinstate this Lease.  Tenant's  obligation to
pay the Rent,  but not the other  obligations  hereunder,  during  any period of
repair  shall be abated,  so long as such  period  does not  exceed one  hundred
eighty (180) days.

13.3 Damage to Tenant's  Property.  Landlord  shall not be required to repair or
make whole any  injury or damage by fire or other  cause or peril or to make any
repairs or  replacements  of any fixtures or other personal  property of Tenant.
Tenant  shall  maintain  hazard  insurance  to  cover  hazards  to its  personal
property.

14.      Eminent Domain.
         --------------

14.1 Taking.  If fifty percent (50%) or more of the Premises or the improvements
thereon shall be taken or appropriated  by any public or quasi-public  authority
under the power of  eminent  domain,  Tenant  shall have the right at its option
within  sixty (60) days after said  taking to  terminate  this Lease upon thirty
(30) days' written notice.

14.2  Partial  Taking.  If less than fifty (50%)  percent of the Premises or the
improvements  thereon are taken,  or fifty percent (50%) or more of the Premises
or the  improvements  thereon are taken and Tenant  elects not to  terminate  as
herein provided, the Rent thereafter to be paid shall be equitably reduced.

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

15.      Signs.
         -----

15.1 Tenant Signs. Tenant may, at Tenant's sole expense, place external signs on
the Premises, provided such signs have been approved in advance by Landlord, and
provided such signs do not violate any statute or regulation existing during the
term of this  Lease.  Tenant  shall pay the costs of  removal of such signs upon
termination of the Lease, and such signs shall be the property of Tenant.

15.2     "For Lease" Signs.  At any time within One Hundred Eighty (180) days
prior to the expiration of this Lease, Landlord may place upon the Premises
"for lease" signs.

16.  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.

17. Tenant's Statement.  Tenant shall at any time and from time to time upon not
less  than  ten  (10)  days'  prior  written  notice  from  Landlord,   execute,
acknowledge,  and deliver to Landlord a statement in writing (a) certifying that
this Lease is unmodified and in full force and effect (or, if modified,  stating
the nature of such  modification and certifying that this Lease, as so modified,
is in full force and effect) and the date to which the rental and other  charges
are paid in advance,  if any; (b) acknowledging  that there are not, to Tenant's
knowledge, any uncured defaults on the part of Landlord hereunder, or specifying
such defaults if any are claimed; and (c) setting forth the date of commencement
of the Rent and expiration of the Term hereof.  Any such statement may be relied
upon by any prospective  purchaser or  encumbrancer of the Premises.  Failure to
provide such statement within ten (10) days shall be deemed  confirmation of the
statement of Landlord regarding each of the foregoing items.

18.  Authority of Parties.  Each of Tenant and Landlord  represents and warrants
that it is duly organized and in good standing and that the execution,  delivery
and performance of this Lease has been duly authorized by all requisite  action.
Each  individual  executing this Lease on behalf of the  organization  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 charter documents of such organization,
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.


<PAGE>



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

19.1 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, other than the failure of Tenant to pay a
particular  rental so  accepted,  regardless  of  Landlord's  knowledge  of such
preceding default at the time of the acceptance of any such rent.

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

19.3  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.

19.4  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 assigns of the parties hereto.

19.5 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  hereunder,  Tenant shall have quiet possession of the
Premises  for the entire  term  hereof,  subject to all the  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 record,  applicable zoning and building laws, and such matters as may
be disclosed by inspection or survey.

19.6 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 until fully executed by both parties hereto.

19.7 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 provision shall remain in full force and
effect.

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

19.9     Governing Law.  This Lease shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, excluding
its conflict of laws.

19.10    Real Estate Commission.  There are no brokers eligible to receive
commissions.

19.11  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:

                  If to Landlord:

                  Sterling Realty Trust
                  10 Tekoa Terrace
                  Westfield, MA 01085
                  Attention: John E. Reed, Trustee

                  If to Tenant:

                  Mestek, Inc.
                  260 North Elm Street
                  Westfield, MA 01085
                  Attention: Stephen M. Shea, Sr. Vice President-Finance


<PAGE>



19.12  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.

DATED as of the date first set forth above.

                                    LANDLORD:
                              STERLING REALTY TRUST


                            -----/S/ JOHN E. REED--------
                            By:      John E. Reed
                            Its: Trustee


                                     TENANT:
                                  MESTEK, INC.


                            -----/S/ STEPHEN M. SHEA------
                            By:      Stephen M. Shea
                            Its:     Sr. Vice President-Finance


<PAGE>



                                    EXHIBIT A


This is  Exhibit A to that  certain  Lease  Agreement  made as of the 1st day of
January,  2000,  by and  between  Sterling  Realty  Trust,  a Trust made under a
Declaration  of Trust dated  November 24, 1950,  and recorded in Hampden  County
Registry  of  Deeds  as  Document  No.  26882,  in  Book  2088,  Page  123  (the
"Landlord"),  and Mestek,  Inc., and its successors and assigns (the "Tenant") a
Pennsylvania  corporation,  with offices at 260 North Elm Street,  Westfield, MA
01085.

The Premises  leased by Tenant from Landlord is situated on the  following  real
property:

         Parcel 1 - Land owned by the Lessor on the  westerly  side of North Elm
         Street in said  Westfield,  with  buildings  thereon,  being  described
         generally as bounded on the easterly  side by North Elm Street;  on the
         southerly side by Notre Dame Street; on the westerly side by other land
         of the Lessor and  formerly  of Dirats;  and on the  northerly  side by
         Powdermill Brook.

         Parcel 2 - Land with building thereon on the easterly side of North Elm
         Street in said Westfield, more particularly described as follows:

         Commencing at a stake one hundred fifty (150) feet northerly from Notre
         Dame Street,  on the easterly side on North Elm Street;  thence running
         southeasterly  two hundred  fifteen (215) feet to Vernon  Street,  this
         bound  being   parallel   with  Notre  Dame  Street;   thence   running
         northeasterly  along Vernon Street,  and also the westerly  boundary of
         land nor or  formerly  of Sigmond and Anna  Aleskevity,  seven  hundred
         twenty-six  (726) feet to so-called  Powdermill  Brook;  thence running
         westerly along said Powdermill  Brook to said North Elm Street;  thence
         running southerly on North Elm Street two hundred sixty-five (265) feet
         more or less to the point of beginning.