THIS AGREEMENT is made by and between CAR-BON, INC., a Massachusetts corporation, d/b/a Whaling City Iron Co., having an office at 13 Logan Street, New Bedford, Massachusetts (hereinafter referred to as "Seller"), J.M. AHLE CO., INC., a New Jersey corporation having an office at The Woods, 994 Old Eagle School Road, Suite 1000, Wayne, Pennsylvania (hereinafter referred to as the "Buyer"), and Burton F. Abel of 627 High Street, Westwood, Massachusetts, ("Abel").

WITNESSETH

WHEREAS, Seller is the owner and operator of a metal product business located at 13 Logan Street, New Bedford, Massachusetts (the "Business");

WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller substantially all of the assets of the Business, including, the equipment, fixtures, inventory, accounts receivable, goodwill and other assets of the Business pursuant to the terms of this Agreement;

WHEREAS, in the event the Buyer purchases those assets of the Seller referred to above, Abel shall execute an Agreement Not To Compete with the Seller, for a period of five (5) years and not within a one hundred (100) mile radius of the City of New Bedford, Massachusetts.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, the parties hereto agree as follows:

1. Assets. Subject to the terms and conditions set forth in this Agreement, the Seller agrees to and does hereby sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to and does hereby purchase from the Seller, all of the assets of the Seller used in the conduct and operation of its Business (hereinafter referred to as the "Assets"), which Assets shall include, but not limited to, the following items:

1.1 The vehicles, machinery, equipment, tools, office furniture, fixtures and other personal property owned by Seller and used by Seller in connection with the operation of Seller's business as set forth in Exhibit "A" attached hereto (hereinafter collectively referred to as the "Equipment") for One Hundred Thirty-four Thousand Nine Hundred ($134,900.00) Dollars, as provided in said Exhibit "A";

1.2 All inventories of raw materials, work in process, finished goods and other goods and supplies held for sale to customers in its ordinary course of business as exist on the date of the Closing (hereinafter collectively referred to as the "Inventory"); Inventory will be valued at current market prices at the time of Closing. Any Inventory for which there is, based on historical usage, more than a one (1) year supply on hand, will be paid for by Buyer as used;

1.3 All licenses and permits owned by the Seller and used in the Business as and to the extent the same may be transferred by the Seller to the Buyer (the "Permits");

1.4 All telephone numbers, all names, trademarks, tradenames, logos and service marks now or formerly used by the Seller in connection with the Business, or any aspect thereof, including without limitation, "Whaling City Iron" and "Car-Bon", all web pages and web addresses, domain names, logo designs and the goodwill of the Business (collectively, the "Intangible Property").

1.5 All customer and vendor lists of Seller's Business.

1.6 All supplies including shipping and packing and all office stationary, forms and related supplies (the "Supplies"). Additionally, Buyer will obtain all outstanding customer quotations and proposals, unfilled and open customer orders, accounting and computer files, and general business records. Buyer will assume responsibility for all outstanding customer quotations and proposals and all unfilled and open customer orders.

1.7 Accounts receivable with collectability guaranteed by Seller. Accounts receivable in litigation, in dispute, or where there is a low probability of collection will not be purchased. Accounts receivable will be based on their book value at Closing calculated in accordance with generally accepted accounting principals (GAAP), and will increase or decrease over the amount allocated to accounts receivable as set forth in Exhibit "B" attached hereto. Ninety (90) day plus day receivables, plus retainage, will be paid by Buyer as monies are collected from customers.

The Assets do not include (i) any cash, cash equivalents, bank accounts and deposits, prepaid expenses, and (ii) accounts receivable of Seller in litigation, in dispute, or where there is a low probability of collection.

2. Purchase Price: The purchase price (the "Purchase Price") to be paid by the Buyer to the Seller for the Assets shall be the sum of Seven Hundred Eighty-nine Thousand Nine Hundred ($789,900.00) Dollars, and the purchase price to be paid by the Buyer to Burton F. Abel for his Agreement Not To Compete shall be the sum of Fifteen Thousand ($15,000.00) Dollars, to be paid as follows:

2.1 Upon the execution of this Agreement, Buyer shall make a deposit of Seventy-five Thousand ($75,000.00) Dollars, to the Seller, toward the purchase price to be held by Seller's attorney who shall account for the same at the time of Closing. The deposit shall be held by Seller's attorney in his attorney escrow account and shall only be disbursed upon the joint written instructions of Seller and Buyer delivered to Seller's attorney. The amount of Two Hundred Thousand ($200,000.00) Dollars is to be paid to the Seller by the delivery of Buyer's subordinated promissory note (the "Note"). The principal shall be payable in five (5) equal annual installments commencing on the first anniversary of the Closing. The Note will bear interest on the unpaid principal balance outstanding thereunder at the rate of five (5%) percent per annum, with interest paid semiannually. Principal and interest, if not sooner paid, shall be due and payable on the first day of the sixtieth (60) month next following the date of Closing. The Note may be prepaid at any time, in whole or in part,

without penalty. The Note will be guaranteed by Moro Corporation, a Pennsylvania corporation, doing business at The Woods, 994 Old Eagle School Road, Suite 1000, Wayne, Pennsylvania, the sole shareholder of Buyer, as well as by JAD Associates, LLC, a Pennsylvania limited liability corporation, doing business at The Woods, 994 Old Eagle School Road, Suite 1000, Wayne, Pennsylvania, purchaser of 13 Logan Street, New Bedford, Massachusetts;

2.2 An amount equal to the Inventory for which there is based on historical usage, more than one (1) year supply on hand, shall be credited towards the Purchase Price.

2.3 An amount equal to all accounts receivable that are more than ninety (90) days old and all retainage and the deposit held in escrow shall be credited towards the Purchase Price.

2.4 The balance of the Purchase Price to the Seller shall be paid in cash or by certified, cashiers, treasurers or bank check drawn at a Pennsylvania financial institution which is insured by the Federal Deposit Insurance Corporation at the Closing (as that term is hereinafter defined) or by wire transfer to Seller's bank account;

2.5 The payment to Abel for his covenant not to compete shall be paid in three (3) annual installments commencing on the first anniversary of the Closing, in cash or by check drawn at a Pennsylvania or Massachusetts financial institution which is insured by the Federal Deposit Insurance Corporation;

2.6 The allocation of the Purchase Price of the Assets being purchased from the Seller shall be as set forth on Exhibit "B" attached hereto and incorporated herein by reference:

2.7 The Purchase Price shall be adjusted on the date of Closing to reflect any increase or decrease in the Seller's accounts receivable and inventory from the value allocated to accounts receivable and Inventory set forth on Exhibit "B" attached hereto.

2.8 The purchase price shall be further adjusted on the day of Closing in the form of a credit to Buyer for the accounts payable and other accrued liabilities to be assumed by the Buyer. Accounts payable will be based on their book value at Closing calculated in accordance with generally accepted accounting principals (GAAP) and will increase or decrease over the amount allocated to accounts payable as set forth in Exhibit "B" attached hereto.

2.9 Within sixty (60) days after the Closing, Seller shall cause its Accountants to deliver a balance sheet of Seller as of the Closing date and a computation of the Purchase Price as of such date for review by Buyer's Accountants. It is understood and agreed that the adjustments may be up or down. The parties will, within thirty (30) days, agree on the calculations of the final Purchase Price and adjust the difference between the Final Purchase Price and the Estimated Purchase Price as follows: a. If the Final Purchase Price is higher than the Estimated Purchase Price, the Buyer shall forthwith pay said difference in cash or by check to the Seller, drawn at a Pennsylvania or Massachusetts financial institution which is insured by the Federal Deposit Insurance Corporation; or b. If the Final Purchase Price is lower than the

Estimated Purchase Price, the Seller shall forthwith credit the Buyer with the difference as a payment by Buyer on the 90-day plus receivables and retainage to be collected by Buyer from customers, and if such shall be insufficient, then the further difference shall be deducted as a partial payment on the promissory note (the "Note") referred to in Section 2.1. and shall deduct said partial payment from the then payment of principal due on the Note.

3. Closing: The sale and transfer of the Assets by the Seller to the Buyer will take place at the offices of Lurio & Associates, P.C., 2005 Marhet Street, Philadelphia, Pennsylvania at 10:00 a.m. on April 1, 2004, or at such other time and place as the parties may agree to in writing (the "Closing"). If the Closing takes place at a location other than New Bedford or Dartmouth, Massachusetts, the Buyer and Seller agree that all executed documents necessary to carry out the terms of this Agreement and which are due at the Closing, will be executed and delivered to the Attorney representing the other party who shall hold the same in escrow pending the Closing via telephone, facsimile, etc. as agreed upon by the parties Attorneys. At the Closing the Seller shall deliver to the Buyer the documents, instruments, certificates and agreements set forth in Paragraph 8 hereof including, but not limited to, such bills of sale and other sufficient instruments of transfer and conveyance as shall be effective to vest in the Buyer a good marketable title to the Assets and business to be sold as provided in this Agreement. It is agreed that time is of the essence of this Agreement. At the Closing, the Assets shall be conveyed and delivered to Buyer free and clear of all liens, security interests, claims, pledges, charges, agreements, or any other adverse claims whatsoever.

4. Representations and Warranties of the Seller: In order to induce the Buyer to enter into this Agreement and in consideration of the agreement by the Buyer to pay the Purchase Price, Seller and Abel, jointly and severally, warrants and represents that:

4.1 Seller is a corporation duly organized, validly existing and in good standing under the laws of Massachusetts with full corporate power and authority to own its properties and to carry on its business as now owned and carried on by it.

4.2 Seller has all requisite power and authority to enter into this Agreement and perform the obligations to be performed by the Seller hereunder. This Agreement has been duly authorized, executed and delivered and constitutes the valid and binding obligation of the Seller.

4.3 Seller has filed all federal, state and local tax returns required by law and has paid all taxes, assessments, and penalties due any payable.

4.4(a) Seller has good and marketable title to the Assets. All of the Assets are free and clear of restrictions on or conditions to transfer or assignment, and free and clear of mortgages, liens, pledges, charges, encumbrances or claims.

(b) To enable Seller to make conveyance as herein provided, the Seller may, on the date of Closing, use the purchase money or any potion thereof to clear the title to the Assets of any or all encumbrances or interests.

4.5 The Seller shall deliver at the Closing such instruments and documents as are necessary to satisfy the conditions precedent to the obligations of the Buyer set forth in Paragraph 6 hereof.

4.6 There is no suit, action, proceeding, claim or investigation pending before any court or any governmental or administrative agency or department, or to the knowledge of Seller threatened against or affecting the Seller which, if adversely determined, might materially and adversely affect the Assets; nor is there any judgment, decree, injunction, or order of any court, governmental or administrative department, commission, agency, instrumentality, or arbitrator outstanding against the Seller having any such effect, or which insofar as can be foreseen, may have such effect.

4.7 The Seller has complied with, and is not in violation of, applicable foreign, federal, state, or local statutes, laws and regulations (including without limitation, any applicable building, zoning, or other law, ordinance, of regulation or any occupational safety and health laws) affecting the Seller's Assets or the operation of the Seller's business.

4.8 From and after the date of the execution of this Agreement, Seller shall provide to Buyer and Buyer's accountants, attorneys and other representatives copies of agreed upon financial and tax records of the Seller for the purpose of assisting in Buyer's pre-Closing due diligence.

4.9 Conflicts with Instruments. Neither the execution or delivery of this Agreement by Seller or Abel, or the consummation of the transactions contemplated by this Agreement by Seller or Abel, nor the compliance with the terms of this Agreement by Seller or Abel will except for consents or waivers required under certain agreements, leases, or other instruments or documents which are specifically set forth in Schedule 4.9 attached hereto, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under or result in the termination, give others a right of termination, acceleration or cancellation of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of Seller, or result in being declared void, voidable or without further binding effect any of the terms, conditions or provisions of any material lease, material agreement or other material instrument or commitment or obligation to which Seller 'is a party, or by which its properties may be bound or affected.

4.10. Financial Statements. Seller has delivered to Buyer its compiled financial statements as of and for the years ended September 30, 2001, September 30, 2002, and September 30, 2003, and the internally prepared financial statements for the three months ended December 31, 2003, all of which are attached hereto as Schedule 4.10 (the "Financial Statements"). The Financial Statements have been prepared from and are in accordance with the books and records of Seller and present fairly the financial position of Seller as of the dates indicated, and the results of operations for the periods indicated, and are true and correct in all material respects. The Financial Statements have been prepared in conformity with generally accepted accounting principles, consistently applied. Except as set forth in Schedule 4.10 or in the Financial Statements, since December 31, 2003, Seller has not incurred any cost, expense,

obligation or liability, whether accrued, absolute, contingent or otherwise, except obligations incurred in the ordinary course of business. Except as reflected on the Financial Statements or the Schedules hereto and except as incurred in the ordinary course of business, Seller has no liabilities or obligations of any kind, known or unknown, whether accrued, absolute, contingent or otherwise.

4.11 Licenses and Trademarks. Seller (i) has all permits, approvals, authorizations, consents, licenses, certificates and registrations which are material to the conduct of its business, all of which are valid and in full force and effect in accordance with their terms and all of which are set forth in Schedule 4.11, and (ii) owns or possesses adequate rights to use all trade names, trademarks, and copyrights and all technology, processes, computer programs, know-how and formulae which are material to the conduct of its business and the use thereof does not violate or infringe upon the rights of any other party.

4.12 Accounts Receivables. Seller's accounts receivables reflected on the December 31, 2003 balance sheet and all accounts receivables generated thereafter are bona fide receivables, and were generated in the ordinary course of business, are accurately dated and are collectible in full in accordance with their terms. On or prior to the date hereof, Seller has delivered to Buyer an accurate and complete aging schedule of Seller's accounts receivables as of January 1, 2004, which is attached hereto as Schedule 4.12., and shall further provide Buyer with a subsequent list of accurate and complete schedule of accounts receivable as of Monday, March 29, 2004.

4.13. Taxes and Tax Returns. Seller has withheld proper and accurate amounts from its employees, compensation in substantial compliance with all withholding and similar provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and any and all other applicable laws, statutes, codes, ordinances, rules and regulations. Seller has not received any notice of assessment or proposed assessment by the Internal Revenue Service or any other taxing authority in connection with any tax returns and there are no pending tax examinations of or tax claims asserted against Seller. Complete copies of the income tax returns of Seller for the three years ending September 30, 2003, as filed with the Internal Revenue Service ("IRS"), are attached hereto as Schedule 4.13.

4.14. Agreements. Except for this Agreement and the transactions, instruments, agreements, and documents contemplated under this Agreement, and as listed in Schedule 4.14 or any other Schedule attached hereto, Seller is not a party to any material written or oral: (a) contract with any labor union; (b) contract for the future purchase of fixed assets other than in the ordinary course of business; (c) contracts for the future purchase of materials, supplies or equipment other than in the ordinary course of business;
(d) contract for the employment of any officer, individual employee or other person on a full-time basis or any contract with any person on a consulting basis; (e) bonus, pension, profit-sharing, retirement, stock purchase, stock option, hospitalization, medical insurance or similar plan, contract or understanding in effect with respect to employees or any of them or the employees of others; (f) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing of a lien on any Assets; (g) guaranty of any obligation for borrowed money or otherwise; (h) lease or agreement under which Seller is lessee of or holds or operates any

property, real or personal, owned by any other party; (i) lease, license or other agreement under which Seller is lessor of, or permits any third party to hold or operate any property, real or personal, owned or controlled by it; or
(j) agreement or other commitment for capital expenditures in excess of normal operating requirements; (each of the foregoing being referred to collectively herein as "Contracts"). All Contracts are valid and in full force and effect on the date hereof, and Seller has not breached any material. provision of, or is in default under any material provisions of, any Contract.

4.15. Absence of Changes. Except as bet forth in Schedule 4.15 and the transactions contemplated by this Agreement, since December 31, 2003, there has not been: (a) any material adverse change in the financial condition, results of operations, assets, liabilities or business of Seller; (b) any material liability or obligation of any nature whatsoever (contingent or otherwise) incurred by Seller, other than current liabilities or obligations incurred in the ordinary course of business; (c) any Asset made subject to a lien of any kind; (d) any waiver of any valuable and material right of Seller, or the cancellation of any material debt or claim held by Seller; (e) any mortgage, pledge, sale, assignment or transfer of Assets except in the ordinary course of business; (f) any damage, destruction or loss (whether or not covered by insurance) which materially adversely affects or may materially adversely affect the Assets; or (g) any change in the accounting methods or practices followed by Seller.

4.16 Employee Benefit Plans.

(i) Except as set forth on Schedule 4.16, Seller does not sponsor, maintain, administer or contribute to: (i) any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 ("ERISA")) (a "Retirement Plan") , (ii) any plan or arrangement providing health (medical, dental or vision), disability, life, accident, legal. aid, dependent care, supplemental unemployment or education benefits; any plan or contract providing for benefits on severance or termination of employment, reduction of hours, change in employment category or similar event; any program providing for paid time off (including holiday pay, sick leave, vacation, leave of absence, disability); any fringe benefit (including company cars) ; or any employee welfare benefit plan (as defined in
Section 3(1) of ERISA) not included in the foregoing categories (a "Welfare Plan"), and (iii) any contract, policy or practice relating to employment; any contract, policy or practice providing payments or benefits upon a change in control, management or ownership; any stock option, stock purchase, stock appreciation or stock ownership plan; any bonus, performance or incentive compensation plan; or any contract, policy or practice providing compensation or benefits not included in the foregoing categories or in subsections (i) or (ii) above (a "Benefit Arrangement"). All Retirement Plans, Welfare Plans and Benefit Arrangements sponsored, maintained, administered or, contributed to by the Seller are hereinafter collectively referred to as "Employee Benefit Plans."

(ii) Seller has delivered or made available to Buyer true, correct and complete copies, including any and all amendments thereto, of the following (to the extent applicable) : (i) the Plan document and amendments of the Plan document (or, if no written plan document exists, a description thereof), (ii) the current and all prior Summary Plan Descriptions and any employee communications describing the terms or operations of the Plan, (iii) the three most recently filed Form 5500s including all schedules thereto and any

related accountant's reports, (iv) the determination letters issued by the IRS,
(v) the three most recent actuarial valuations (in the case of a defined benefit plan) or most recent allocation reports (in the case of a defined contribution plan), (vi) any current or prior collective bargaining agreements or other contracts requiring contributions to such Plan, and (vii) any current or prior employee handbooks or policy manuals which refer to such Plan.

(iii) Each Employee Benefit Plan is, and has at all times been, administered, maintained and operated in compliance with its terms and in compliance with the applicable provisions of the Internal Revenue Code, ERISA and all other federal, state and local laws (and all rules and regulations promulgated or proposed thereunder).

(iv) Seller has performed all material obligations required to be performed by it by the terms of each Employee Benefit Plan (including, but not limited to, filing all governmental returns or reports on a timely basis), and all contributions or payments deducted by Seller for tax purposes were properly deductible in the year for which such deductions were claimed. Seller has made no non-deductible contributions (within the meaning of Code Section 4972) to any Employee Benefit Plan.

(v) Each Retirement Plan that is or was intended to constitute a qualified plan under Section 401(a) of the Code is, and has at all. times been, qualified, in form and operation, under Section 401(a) of the Code and is the subject of a favorable determination letter from the IRS.

4.17. Compensation Arrangements. Schedule 4.17 contains a correct list setting forth the names of all persons who are employed by Seller, together with (i) a statement of the current rate of pay (to the extent ascertainable) to or in respect of each such person for services rendered or to be rendered in the current year and the basis therefor, (ii) an indication of the method by which each is compensated (e.g. salary plus commission, straight commission, draw against commission), (iii) their job descriptions, union affiliation, and a list of any employment or other agreements pursuant to which such compensation was or is to be paid (copies of which have been made available to Seller), and (iv) the names and titles of all directors and officers of Seller.

4.18 Consents, etc. Except as described in Schedule 4.18, no consent, authorization, order or approval of, or filing or registration with, any governmental commission, board or other regulatory body or any other person or entity is required for or in connection with the execution or delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated hereby.

4.19 Environmental Laws. Any and all permits, licenses and other authorizations which are required under federal, state, local, or other laws relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes into ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants or hazardous or toxic materials or wastes ("Environmental Laws") have been obtained by Seller in

respect of the business currently conducted by it. Seller is in compliance with all terms and conditions of the required permits, licenses and authorizations in connection with the business conducted by it, and is also complying, with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in those laws or contained in any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder. There have been no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans of Seller which would interfere with or prevent continued compliance, or which may give rise to any common law or statutory legal liability or obligation, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, or hazardous or toxic material or waste material.

4.20 Insurance. Schedule 4.20 contains a true, complete and correct list of all insurance policies in force in which Seller is named as an insured, and for which Seller has paid any premium, and which insure any of the Assets or the Premises, or cover any liabilities of the business, and states for each such policy the name of the insurer, type and amount of coverage, deductible amounts, if any, expiration date and the annual premium amount. Such policies are in full force and effect and all premiums with respect to such policies are currently paid.

4.21 Related Party Obligations.Except as set forth on Schedule 4.21, Seller has no obligation, liability or commitment (contingent or otherwise) to or from any past or present officer, director, or shareholder or any party related to, controlling, controlled by or under common control with any of the foregoing.

5. Representations and Warranties of Buyer: In order to induce the Seller to enter into this Agreement and in consideration of the agreement by the Seller to sell the Assets, the Buyer represents and warrants to the Seller that:

5.1 The Buyer has the power and authority to execute, deliver and perform this Agreement and the other documents and instruments contemplated hereby. The execution, delivery and performance of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by Buyer. This Agreement, and each of the other agreements, documents and instruments to be executed and delivered by Buyer have been duly executed and delivered by and constitute the valid and binding obligation of Buyer enforceable against Buyer in accordance with their terms.

5.2 Neither the execution and delivery of this Agreement and the other documents and instruments contemplated hereby, the consummation of the transactions contemplated hereby or thereby, nor the performance of this Agreement and such other agreements in compliance with the terms and conditions hereof and thereof will (i) conflict with or result in any breach of any trust agreement, certificate of incorporation, bylaw, judgment, decree, order, statute or regulation applicable to Buyer, (ii) require any consent, approval,

authorization or permit of, or filing with or notification to, any governmental or regulatory authority, (iii) result in a breach of or default (or give rise to any right of termination, cancellation or acceleration) under any law, rule or regulation or any judgment, decree, order, governmental permit, license or order or any of the terms, conditions or provisions of any mortgage, indenture, note, license, agreement or other instrument to which Buyer is a party, or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer.

5.3 Neither the execution and performance of this Agreement or the other agreements executed by the Buyer in accordance with the terms hereof, nor the consummation of the transactions contemplated hereby and thereby, will violate any provisions of law, any order of any court or other agency or government, or any ordinance, indenture or agreement to which the Buyer is a party which would materially impair the Buyer's ability to consummate the transactions contemplated hereby.

6. Conditions Precedent to Obligations of the Buyer: The obligation of the Buyer to purchase and pay for the Assets and to consummate the other transactions contemplated hereby is subject to the satisfaction, or the waiver of any or all thereof by the Buyer at the Closing, of the following.

6.1 The representations, warranties and covenants of the Seller and Abel contained in this Agreement or otherwise made in writing in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects on and as of the date of Closing with the same force and effect as though such representations, warranties and covenants have been made on and as presentations, warranties and covenants have been made on and as of such date.

6.2 Receipt of Bill of Sale of all the assets enumerated in Paragraph 1, which said Bill of Sale shall contain the usual covenants and warranties of title and which shall transfer title to such assets to the Buyer free of encumbrances.

6.3 The Seller shall have delivered all of the resolutions, certificates, documents and instruments required by this Agreement.

6.4 At the time of the execution of this Agreement, Abel and JAD Associates, LLC, a Pennsylvania limited liability corporation ("JAD"), and an affiliate of Buyer, shall enter into an agreement of sale for the real property owned by Abel located at 13 Logan Street, New Bedford, Massachusetts ("Premises"). The Purchase Price for the Premises shall be Four Hundred Twenty-five Thousand ($425,000.00) Dollars cash, and the Closing shall take place on April 1, 2004 at 10:00 a.m., and at the same time of the Closing for this Agreement with Car-Bon, Inc. The agreement of sale shall, among other things, contain a financing contingency, require a minimal deposit of Five Thousand ($5,000.00) Dollars, and shall set forth agreed upon representations and warranties.

6.5 Seller and Abel shall have performed all covenants and agreements to be performed by each of them on or before Closing pursuant to the terms of this Agreement.

6.6 The Buyer shall be satisfied in all respects with the results of its pre-Closing due diligence of the business and the premises conducted in accordance with Paragraph 4.8 of this Agreement, including the Phase I Report referred to in Paragraph 7.3 herewith.

6.7 Closing of the Purchase and Sale of the Premises shall have concurrently occurred under the Agreement of Sale for the Premises.

7. Conditions Precedent to Obligations of the Seller: The obligation of the Seller to transfer the Assets and to consummate the other transactions contemplated hereby is subject to the satisfaction, or the waiver of any or all thereof by the Buyer at the Closing, of the following:

7.1 The representations, warranties and covenants of the Buyer contained in this Agreement or otherwise made in writing in connection with the transactions contemplated by this Agreement shall be true and correct in all material respects on and as of the date of Closing with the same force and effect as though such representations, warranties and covenants have been made on and as of such date.

7.2 The Buyer shall have performed and complied with, all agreements contained herein required to be performed or complied with by it prior to or at the date of Closing, and the Buyer shall have delivered a certificate to the Seller, in form and substance satisfactory to the Seller to such effect.

7.3 Seller shall have ordered and has selected an environmental engineering firm to conduct a Phase I Environmental Site Assessment, which assessment is satisfactory to Buyer. The Buyer and Seller shall spilt the cost of the assessment.

7.4 Moro Corporation shall have executed the guaranty.

7.5 The Buyer shall have delivered the Purchase Price, the Note, and all of the resolutions, certificates, documents and instruments required by this Agreement.

8. Closing Documents.

8.1 At the Closing, the Seller will deliver to the Buyer the following, all documents in form and substance reasonably satisfactory to the Buyer:

(a) A Bill of Sale duly executed by Seller transferring to the Buyer the Seller's title to the Assets consistent with the representations and warranties contained in Paragraph 3; and

(b) A Certificate of the Clerk or Assistant Clerk of Seller with respect to the incumbency of officers and votes to the elect that Seller was duly and validly authorized to enter into this Agreement and execute, and deliver any and all documents, instruments or agreements and to do and perform any and all other things in furtherance of the transactions contemplated hereby; and

(c) Letters of Good Standing issued by the Secretary of the Commonwealth of Massachusetts and a letter from Seller's Accountants verifying that all Tax Returns and payments, due prior to Closing, have been filed and paid.

8.2 At the Closing, the Buyer will deliver to the Seller the following, all documents in form and substance reasonably satisfactory to the Seller and Seller's counsel:

(a) The Purchase Price as provided in Paragraph 2;

(b) The Note duly executed by Buyer; and

(c) The Guaranty executed by Moro Corporation.

8.3 At the Closing, Abel shall deliver to the Buyer his Agreement Not To Compete with the Buyer for a period of five (5) years following the Closing and within a one hundred (100) mile radius of the City of New Bedford. The Non-Compete Agreement shall provide that Buyer shall pay to Abel the aggregate sum of Fifteen Thousand ($15,000.00) Dollars, to be paid to Abel by the delivery of Buyer's Promissory Note (the "Note"). The principal shall be payable in three (3) equal annual installments commencing on the first anniversary of the Closing. The Agreement Not To Compete shall also be executed and delivered by Seller. The Note will bear interest on the unpaid principal balance outstanding thereunder at the rate of five (5%) percent per annum, with interest paid semiannually. Principal and interest, if not sooner paid, shall be due and payable on the first day of the thirty-sixth (36) month next following the date of Closing. The Note may be prepaid at any time, in whole or in part, without penalty. The Note will be guaranteed by Moro Corporation, the sole stockholder of Buyer. Abel shall also execute and deliver to Buyer a Consulting Agreement providing that he shall act as a consultant to Buyer for a three (3) month period following Closing at the rate of Sixty ($60.00) Dollars per hour. During month one of the agreement, Abel shall provide up to seventy-five (75) hours of consulting services, and during months two and three, he shall provide up to thirty (30) hours of consulting services. The consulting services shall be performed at Seller's place of business unless the parties agree that Abel's duties can be performed at time other location.

9. Conduct of Business: Seller agrees that throughout the period from and including the execution of this Agreement through and including the date of Closing, it will:

9.1 Use its best efforts to conduct the Business substantially in the manner in which the Business has previously been conducted.

9.2 Not take any action which is not in the ordinary course of its business, except insofar as that action is taken to satisfy the express condition of this Agreement.

9.3 Use its best efforts to preserve its business organization intact, to preserve the Seller's present relationships with suppliers, customer and others having business relationships with the Seller.

9.4 Not take any action or fail to take any action, as the case may be, the result of which would be to prevent Seller from selling the Assets to Buyer or otherwise prevent Seller from performing its obligations under this Agreement or any of the other documents and agreements, which may be necessary to effectuate the purposes of this Agreement.

9.5 Abel shall not transfer, assign, encumber, hypothecate, sell, or transfer any interest whatsoever in any of the capital stock of Seller, or in or to the Premises.

10. Adjustments: All costs for personal property taxes, etc. to the date of the Closing which may constitute a lien upon the Assets, as applicable, or any other accruals assumed by Buyer, including, but not limited to vacation pay and profit sharing contributions, shall be apportioned as of the date of the Closing. All personal property taxes shall be apportioned, the Seller paying pro rata from July 1, 2003 to the date of Closing with the Buyer paying or assuming the balance of said taxes.

11. Risk of Loss: Seller shall bear the risk of all loss or damage to the Assets from all causes until the Closing. Seller shall keep and maintain the Assets insured, at its expense, against fire or other casualty in the same amount as they are presently insured.

12. Termination: Anything herein or elsewhere to the contrary notwithstanding, this Agreement may be terminated (i) by Buyer if the conditions set forth in Section 6 hereof shall not have been complied with or performed in all material respects and such noncompliance or nonperformance shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Seller or Abel on or before 5:00 p.m. on April 6, 2004, provided, however, that such date shall in no event be earlier than five (5) days after Buyer's receipt of the Phase I Report referred to in Section 7.3.; or (ii) by Seller if the conditions set forth in Section 7 hereof shall not have been cured or eliminated (or by its nature cannot be cured or eliminated) by Buyer on or before April 6, 2004; or (iii) by Buyer if any time prior to the consummation of Closing if it is not reasonably satisfied with its due diligence investigation of the Assets, or the business of Seller, or the Assets, or to the Premises, at any time after the date hereof. It is understood and agreed that (i) any such termination shall not in and of itself be a breach of this Agreement, and (ii) any such termination shall not limit, extinguish or modify any claim or cause of action which may otherwise exist for a breach of any covenant, warranty, representation or obligation contained herein.

13. Use of Name: After the Closing, except for purposes of wrapping-up business affairs, the Seller shall not use the name "Whaling City Iron" or any name containing "Whaling".

14. Brokerage: Neither party to this Agreement has had any contact or any communication in connection with the subject matter of this transaction through any broker or other person who can claim a right to a commission or a finder's fee as a procuring cause of the sale contemplated herein. In the event that any broker or finder perfects a claim for a commission or finder's fee based upon such contract, dealings or communication, the party against whom the broker or finder makes his claim shall be responsible for such commission or fee and all cost and expenses (including reasonable attorneys fees) incurred by the other party in defending against the same.

15. Buyer's Default: In the event that all Conditions Precedent shall have been satisfied or waived and the Agreement shall not have been terminated, and Buyer shall default in its obligation to purchase the Assets hereunder, the Seller shall have the right to retain the Deposit, such right to be without prejudice to the right of Seller to require specific performance and payment of other or further damages, or to pursue any remedy, legal or equitable, which shall accrue by reason of such default.

16. Seller's Default: In the event that all Condition Precedent shall have been satisfied or waived and the Agreement shall not have been terminated, and Seller shall default in the performance of this Agreement, the Deposit shall be promptly returned to Buyer, and Buyer may pursue any and all remedies available to it at law or in equity, including but not limited to specific performance.

17. Further Assurances: Seller agrees that it shall, at any time and from time to time after the date hereof, upon request of Buyer, do, execute, acknowledge and deliver to Buyer all such further acts, assignments, transfers, conveyances, powers of attorney and assurances as may be required for the better assigning, transferring, granting, conveying, assuring and confirming to Buyer, and its successors and assigns, title to the Assets, or for the aiding and assisting in collection or reducing to possession any or all of the Assets.

18. Notices: All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party's addresses set forth below or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand, (ii) made by telex, telecopy or facsimile transmission, (iii) sent by recognized overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.

If to Buyer:                      J.M. Ahle Co., Inc.
                                  The Woods
                                  994 Old Eagle School Road, Suite 1000
                                  Wayne, Pennsylvania 19087

With a copy to:                   Douglas M. Lurio, Esquire
                                  Suite 2340, 2005 Market Street
                                  Philadelphia, PA  19103

If to Seller:                     Car-Bon, Inc.
                                  13 Logan Street
                                  New Bedford, MA 02740

With a copy to:                   Walter P. Kalisz, Jr., Esquire
                                  88 Faunce Corner Road
                                  Dartmouth, MA  02747

If to Burton F. Abel:             627 High Street
                                  Westwood, MA  02090

                              14

With a copy to:                    Walter P. Kalisz, Jr., Esquire
                                   88 Faunce Corner Road
                                   Dartmouth, MA  02747

All notices, requests, consents and other communications hereunder shall be deemed to have been received (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if made by telex, telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (iv) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

19. Construction of Agreement: This Agreement has been executed in one or more counterparts, each of which shall be deemed to be original. This Agreement shall he binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors, and assigns, provided, however, no party to this Agreement may assign any of its rights under this Agreement without the prior written consent of all other parties hereto. This Agreement may not be amended or modified except pursuant to a written instrument executed by both Buyer and Seller. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and is subject to no other understandings, conditions or agreements other than those expressly stated herein. The parties further agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

20. Indemnification.

A. From and after the date hereof, Seller and Abel, jointly and severally, agrees to indemnify against, and to protect, save and keep Buyer and its officers, directors, shareholders, agents, employees, and affiliates and their successors and assigns (jointly and severally, an "Seller Indemnified Party") harmless from, and to assume liability for, payment of all liabilities, obligations, losses, damages, penalties, interest, claims, actions, suits, judgments, settlements, charges, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable fees of attorneys, accountants and expert witnesses) of whatsoever kind and nature that may be imposed on or incurred by a Seller Indemnified Party as a consequence of or in connection with any claims, suits, demands, threats, causes of actions, obligations, debts, liability, or damages whatsoever, (i) arising or incurred by Seller prior to or after the Closing unless Buyer has assumed such obligation or liability in this Agreement, or (ii) arising in whole or in part by reason of the performance or non-performance of the terms of this Agreement or any breach of any representation, warranty, or covenant in this Agreement or any certificate or document furnished pursuant hereto by Seller or Abel, or (iii) by reason of or the result of the operation by any person or entity of the business of Seller prior to the Closing unless assumed by Buyer, or (iv) by reason of or the result of any asserted or actual violation by Seller of any Environmental Law with respect to facts or circumstances existing as of Closing in connection with the business of Seller or the Assets, or in connection with the Premises.

B. From and after the date hereof, Buyer agrees to indemnify against, and to protect, save and keep Seller, Abel, and their officers, directors, shareholders, agents, employees, and affiliates and their successors and assigns(jointly and severally, a "Buyer Indemnified Party") harmless from, and to assume liability for, payment of all liabilities, obligations, losses, damages, penalties, interest, claims, actions, suits, judgments, settlements, charges, out-of-pocket costs, expenses and disbursements (including reasonable costs of investigation, and reasonable fees of attorneys, accountants and expert witnesses) of whatsoever kind and nature that may be imposed on or incurred by a Seller Indemnified Party as a consequence of or in connection with any claims, suits, demands, threats, causes of actions, obligations, debts, liability, or damages whatsoever, (i) arising or incurred by a Buyer indemnified Party prior to or after the Closing solely to the extent, if any, that Buyer has expressly assumed such obligation or liability in this Agreement, or (ii) arising in whole or in part by reason of the performance or non-performance of the terms of this Agreement or any breach of any representation, warranty, or covenant in this Agreement or any certificate or document furnished pursuant hereto by Buyer, or
(iii) any liability arising from events or circumstances relating to the Assets arising from and after the date of Closing or the conduct of the Business by Buyer from and after the date of Closing.

21. Buyer's Acknowledgement: Notwithstanding anything contained in this Agreement to the contrary or which might be construed to the contrary, Buyer acknowledges and agrees that (i) the Assets shall be sold to Buyer "AS IS", (ii) Buyer has been and is being given full and ample opportunity to inspect the Assets, including without limitation, the inventories and accounts receivable, as well as accounts payable of the Seller and is, or prior to the Closing will be, satisfied with the condition of the Assets and the Business, (iii) Seller shall have no responsibility whatsoever for any failure by Buyer to have taken full advantage of such opportunity, (iv) Buyer has not been influenced to enter into this transaction nor is Buyer relying upon any representations, warranties or other statements, whether verbal or in writing, and whether made by Seller or any person acting or purporting to act on Seller's behalf, in connection with the Assets and/or the Business and the transactions contemplated hereunder, except as provided in this Agreement, and (v) Buyer further acknowledges and agrees that Buyer is relying solely upon its own independent inspection and examination of the Assets, valuation and condition of the inventories, and other related economic matters. Notwithstanding anything set forth in this Section to the contrary, nothing in this Section should affect, limit or modify any of the representations or warranties of Seller or Abel set forth in this Agreement, or any indemnification obligations set forth in Section 20.A. hereof.

22. Seller's Liabilities: Except for the agreed upon accounts payable, assumed by Buyer and reflected as part of the Purchase Price, Buyer shall not, by reason of this Agreement or for any other reason, be liable or assume liability for any of Seller's indebtedness, obligations or liabilities whether secured or unsecured, known or unknown, direct or indirect, liquidated or unliquidated, choate or inchoate of whatever kind or nature, including without limitation, any indebtedness, obligations or liabilities (i) relating to federal and state income taxes, including those resulting from this transaction, (ii) liability for allowances to customers, vendors or suppliers, (iii) relating to any other accounts payable of Seller and (iv) to its employees; provided, however, Seller shall have no responsibility for (i) vacation, or other paid days off of its employees which are taken after the Closing, provided, that any

liability for accrued vacation pay as of the date of Closing shall be accrued as a credit against the purchase price, or (ii) any claims for health plan or other fringe benefits arising subsequent to the Closing.

23. Expenses: Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.

24. Survival of Representations and Warranties, and Remedies: All representations and warranties contained in this Agreement shall (a) survive the Closing and any investigation at any time made by or on behalf of any party and
(b) shall expire on the date two (2) years following the Closing. If an indemnified party delivers to an indemnifying party before expiration or a representation or warranty, either a claim notice based upon a breach of such representation or warranty, or a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, the party reasonably expects to incur Damages as a result of a breach of such representation or warranty, then such representation or warranty shall continue to survive, but only for the purposes of the matter(s) specified in such notice, beyond the date which is two (2) years following the Closing until the resolution of the matter(s) covered by such notice, provided that such notice specifies in reasonable detail each alleged breach of representation or warranty.

25. Health Insurance Arrangement: Burton F. Abel, at his option and cost, will be included in the Group Health Insurance Plan for "New Whaling", provided his inclusion is allowed by the insurance carrier.

26. Publicity: At any time prior to the Closing, no party shall issue any press release or otherwise make any public statement with respect to the execution of, or the transactions contemplated by this Agreement without the prior consent of the other party, except as may be required by law or in connection with Buyer's obtaining financing.

27. Confidentiality: Each party acknowledges and agrees that any information or data it has acquired from the other party, not otherwise properly in the public domain, was received in confidence. Each party hereto agrees not to divulge, communicate or disclose except as may be required by law or for the performance of this Agreement (including obtaining financing and conducting due diligence), or use to the detriment of the disclosing party or for the benefit of any other person or persons, or misuse in any way, any confidential information of the disclosing party concerning the subject matter hereof, including any trade or business secrets of the disclosing party and any technical or business materials that are treated, by the disclosing party as confidential or proprietary, including without limitation information (whether in written, oral or machine-readable form) concerning: general business operations; methods of doing business, servicing clients, client relations, and of pricing and charges for services and products; financial information, including costs, profits and sales; marketing strategies; business forms developed by or for the disclosing party, names of suppliers, personnel, customers, clients and potential clients; negotiations or other business contacts with suppliers, personnel, customers, clients and potential clients; form and content of bids, proposals and contracts: the disclosing party's internal reporting methods; technical and business data, documentation and drawings; software programs, however embodied; manufacturing processes; inventions; diagnostic techniques; and information obtained by or given to the

disclosing party about or belonging to third parties. If the transaction contemplated by this Agreement is not consummated, then each party will promptly return all information or data received from the other party including, without limitation, all memoranda, notes, records, reports, schedules and other documents (and all copies thereof) relating to that party's business and finances which were obtained by the other party during the course of said party's review and due diligence. If Closing occurs, the provisions of this
Section shall not apply to Buyer but shall nevertheless continue to apply to Seller and Abel.

28. Noninterference: For a period of two (2) years after the date of Closing, neither Seller nor Burton F. Abel shall, directly or indirectly, without the express written consent of Buyer (i) solicit or encourage any former employee of Seller to leave the employment of Buyer, or hire any employee of Buyer or (ii) encourage any consultant or independent contractor to cease to work for Buyer.

IN WITNESS WHEREOF, this Agreement has been executed as a sealed instrument on the 23 day of March, 2004.

Witnessed By:                             CAR-BON, INC.



/S/ Illegible                          By /S/ Burton F. Abel, President
------------------------------            -----------------------------
                                          Burton F. Abel, President



/S/ Illegible                             /S/ Burton F. Abel
------------------------------            ------------------
                                          Burton F. Abel


                                          J.M.   AHLE   CO., INC.



/S/ Illegible                          By:/S/ David W. Menard
------------------------------             -------------------
                                          David W. Menard, Chairman

Exhibit "A"

Item # and Description                                             OLV            Agreed Value
----------------------                                             ---            ------------

1.   110 steel bar racks and 8 steel sheet racks                 5,000.00            6,500.00
2.   Magnetic drill (2)                                          1,500.00            2,200.00
3.   Gensco Alligator Shear, m/n 5241                            4,000.00            5,000.00
4.   HEM vertical saw, m/n VIOULMZ, 541597                       7,500.00            9,000.00
     (purchased 1997)
5.   Gensco straight line bender, m/n 555                        1,500.00            3,000.00
     (purchased 1999)
6.   Paddington bender #11                                       3,500.00            4,000.00
7.   Steel racks                                                10,000.00           25,000.00
     350 - FAB bar  racks  with  keyway
     6 - 10 tier  sheet  racks
     6 - 4 tier
     structural racks
8.   1996 Nissan 4 - ton forklift, m/n BGF03-AYOU,               9,500.00           12,000.00
     920453
9.   1982 4 - ton forklift, m/n P8000, 261                       4,500.00            6,000.00
10.  1996 Ford diesel with bed, m/n LN8000,                     11,500.00           14,000.00
     320,000 miles
11.  1995 Ford diesel with bed, m/n CF7000,                     10,000.00           12,000.00
     120,200 miles
12.  1999 Sterling diesel with bed, m/n L7501,                  28,500.00           28,500.00
     143,514 miles
13.  Straight line burning machine                                 500.00            2,200.00
14.  Friction saws (2)                                             300.00              500.00
15.  Office equipment including:  computer, fax machine,         3,500.00            5,000.00
      copy machine, desks, file cabinets, drafting table

                      ALLOCATION OF PURCHASE PRICE
                      ----------------------------

     1. The  purchase  price of the property to be conveyed as described in the Purchase and
Sale Agreement is Seven Hundred Eighty-nine Thousand Nine Hundred ($789,900.00) Dollars.

     2.  The allocation of the purchase price is as follows:

     a.  Accounts Receivable (as of 1/23/04) To be adjusted and              $ 270,000.00
          estimated as of the Closing and to be finalized pursuant
          to the Closing Balance Sheet.

     b. The Inventory and supplies (as of 1/23/04) To be adjusted and          175,000.00
         estimated as of the Closing and to be finalized pursuant
         to the Closing Balance Sheet.

     c.  The Machinery and Equipment and Office Equipment listed in
         Schedule "A" of the Asset Purchase Agreement (fixed assets)           134,900.00

     d. Goodwill and other intangibles, the telephone number, logos and        210,000.00
         service marks, use of name "Whaling City Iron" and the customer
         and vendor lists

     TOTAL:                                                                  $ 789,900.00
     -----

     e. Accounts Payable (as of 1/23/04)  Accounts payable shall reflect any  (173,000.00)
        and all  liabilities to be assumed by Buyer and all such liabilities
        shall be pro-rated as of the date of Closing

     f.  Burton F. Abel's Covenant Not to Compete                               15,000.00

None

Previously submitted to Buyer.

None

Buyer acknowledges receipt of the complete aging schedule of Seller's accounts receivable as of December 31, 2003. Seller will further provide Buyer an updated list of the same as of Monday, March 29, 2004

Previously submitted to Buyer.

Profit-sharing Plan has been submitted to Buyer.

Medical and Hospitalization Plan has been submitted to Buyer.

None

See schedule 4.14.

                                                     Schedule 4.17
                                                     -------------

     Name           Rate of Pay             Method   Job Description          .
-------------------------------------------------------------------------------

Burt Abel, Sr.      $110,000.00+            Salary            President
Burt Abel, Jr.      $50,000.00+             Salary            Vice President Sales
Thomas Richardo     $48,000.00+             Salary            General Manager
Robert Hart         $16.00/hour             Hourly            Warehouse Forman
Louise Sharkey      $31,700.00              Salary            Office Manager
Douglas Schultz     $31,900.00              Salary            Inside Sales and Purchasing
Robert Gonsalves    $10.00/hour Hourly      Warehouse Person
Ronald Ponte        $11.50/hour Hourly      Driver
Shawn Monteiro      $10.00/hour Hourly      Warehouse Person










Names and titles of of all directors and officers of Car-Bon, Inc. d/b/a Whaling City Iron
------------------------------------------------------------------------------------------

Burton F. Abel                                       President and Director
Ana A. LeBlanc                                       Treasurer
Burton F. Abel, Jr.                                  Clerk

None

None

All existing insurance policies in which the Seller is named as an insured have been submitted to Buyer.

None

This Fifth Amendment to Loan and Security Agreement ("Fifth Amendment") is made effective the day of April, 2004, by and among SOVEREIGN BANK (the "Bank"), a federally-chartered, SAIF-insured savings institution with offices at 1130 Berkshire Boulevard, Wyomissing, Pennsylvania 19610; J. M. AHLE CO., INC., a Delaware corporation ("J.M. Ahle Co."); DAVID W. and JACQUELINE J. MENARD ("Menards," together with J.M. Ahle Co. sometimes hereinafter referred to as "Borrowers"), with offices at 111 Presidential Boulevard, Suite 240, Bala Cynwyd, Pennsylvania 19004; and MORO CORPORATION, a Delaware corporation ("Guarantor").

A. Borrowers and the Bank entered into a Loan and Security Agreement dated March 31, 2000, as amended (the "Agreement").

B. Borrowers have requested the Bank to loan J. M. Ahle Co. an additional $120,000 pursuant to an equipment term loan (the "Equipment Term Loan") to permit J. M. Ahle Co. to finance the purchase of certain equipment and vehicles more specifically described in Exhibit "A" attached hereto and made a part hereof and the Bank has agreed to make the Equipment Term Loan, all as more particularly set forth in this Fifth Amendment.

C. The Bank and Borrowers desire to enter into this Fifth Amendment to make the Equipment Term Loan to J. M. Ahle Co. pursuant to the terms hereof.

D. The Agreement shall remain in full force and effect, without modification or amendment, except as specifically set forth below. All terms not otherwise defined herein shall have the meanings set forth in the Agreement.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and in consideration of the aforementioned Background which is incorporated herein by reference, and in consideration of the terms and conditions set forth herein, agree as follows:

1. CONFIRMATION OF EXISTING LOANS. Borrowers hereby ratify, confirm and acknowledge that the statements contained in the foregoing Background are true, accurate and correct and that the Loan Documents, as that term is defined in the Agreement, are valid, binding and in full force and effect as of the date hereof. Borrowers further acknowledge, confirm, represent and warrant that they have no defenses, set-offs, counterclaims, or challenges to or against the payment of any sums owing under the Loan Documents, or to the enforceability or validity of the terms thereof. Borrowers further acknowledge, confirm, represent and warrant that they have no claims, suits or causes of action against the Bank and hereby remise, release and forever discharge the Bank, its officers, directors, shareholders, representatives and their successors and assigns, and any of them, from any claims, causes of action, suits, or demands whatsoever in law and equity, which they have or may have from the beginning of the world to

the date of this Fifth Amendment. Neither this Fifth Amendment nor any of the documents executed in connection herewith is in any way intended to constitute a novation of or to the Loan Documents.

2. CONFIRMATION OF INDEBTEDNESS. Borrowers confirm and acknowledge that the outstanding principal balance of the indebtedness as evidenced by the Loan Documents was One Million Three Hundred Forty-One Thousand Eight Hundred Six and 58/100 Dollars ($1,341,806.58) as of April 6, 2004.

3. All references in the Agreement and/or any of the Loan Documents to "the Agreement" or "this Agreement" shall be understood to refer to the Loan and Security Agreement, as amended by this Fifth Amendment, and as the same may hereafter be amended from time to time. All terms not defined herein shall have the meanings given to them in the Agreement.

4. The following definitions are hereby added to Section 1.1 of the Agreement:

5. A new Section 2.11 is added to the Agreement to read in its entirety as follows:

6. A new Section 2.12 is added to the Agreement to read in its entirety as follows:

(a) payable to order of the Bank in the face amount of One Hundred Twenty Thousand Dollars ($120,000.00);

(b) bearing interest on the unpaid principal amount at an annual rate equal to the Prime Rate plus one-quarter (.25%);

(c) with interest payable on a monthly basis in arrears on the first day of each calendar month commencing May 1, 2004;

(d) with principal payable in seventy-one (71) equal, consecutive monthly installments in the amount of $1,690.14 each, plus interest

thereon, commencing on May 1, 2004 and continuing on the first day of each month thereafter until April __, 2010, at which time the remaining unpaid principal balance, plus all accrued interest thereon, shall be paid in full, or due in full upon the occurrence of an Event of Default;

(e) prepayable by J.M. Ahle Co. without penalty or premium but with accrued interest to the date of such prepayment on the amount prepaid, at any time and from time to time, in whole or in part, upon notification to the Bank of such prepayment not later than 10:00 a.m. on the date of such prepayment;

(f) secured by the Collateral and the Surety Agreement; and

(g) in the form of Exhibit "B" attached hereto and made a part hereof.

7. Sections 2.11, 2.12, 2.13 and 2.14 of the Agreement are hereby renumbered as Sections 2.13, 2.14, 2.15 and 2.16, respectively.

8. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and warrant that, as of the date hereof:

(a) Borrowers have the authority and have taken all action necessary to enter into this Fifth Amendment;

(b) The representations and warranties of Borrowers set forth in Article 4 of the Agreement are true and correct as of the date of this Fifth Amendment as if made on the date hereof; and

(c) As of the date of this Fifth Amendment there does not exist any Event of Default under the Agreement nor does there exist any event which with the passage of time, the giving of notice, or both, would constitute an Event of Default under the Agreement.

9. CERTIFICATE(S) OF INSURANCE. Certificate(s) of insurance evidencing that Borrowers are in compliance with Section 6.10 of the Agreement as of the date hereof shall be presented to the Bank prior to or concurrently with the signing of this Fifth Amendment.

10. EXPENSES. Borrowers agree to reimburse the Bank for its out-of-pocket expenses, including, but not limited to, reasonable attorney's fees and other costs of preparation and filing concerning this Fifth Amendment and other documents as required by law or deemed necessary by Bank, including, but not limited to, the cost of all lien searches deemed necessary by the Bank. Such costs and expenses shall be paid simultaneously with the execution of this Fifth Amendment and all such expenses hereafter incurred shall be paid within fifteen (15) days after notice by the Bank.

11. ADDITIONAL EVENTS OF DEFAULT. Without limiting the generality of the terms and conditions of the Agreement or this Fifth Amendment, the occurrence of any one or more of the following events shall constitute additional Events of Default under the Agreement:

(a) The failure of either Borrower to duly perform or observe any obligation, covenant or agreement set forth in this Fifth Amendment;

(b) Any representation or warranty of either Borrower set forth herein is discovered to be materially untrue as of the date of this Fifth Amendment, or any statement, certificate or data furnished by Borrowers to the Bank heretofore is discovered to be materially untrue as of the date as of which the facts therein set forth were stated or certified to be true.

12. INCONSISTENCIES AND INTEGRATION. All of the terms, conditions and covenants, to the extent not expressly inconsistent with those set forth herein, of the Agreement or other Loan Documents are incorporated herein by reference and shall remain in full force and effect unaffected or unaltered by the terms of this Fifth Amendment. To the extent there is any inconsistency with the terms of this Fifth Amendment and any of the other Loan Documents, the terms of this Fifth Amendment shall control.

13. MISCELLANEOUS.

(a) FURTHER ASSURANCES. From time to time Borrowers shall execute and deliver to the Bank such additional documents and will provide such additional information as the Bank may reasonably request to carry out the intent of this Fifth Amendment.

(b) GOVERNING LAW. This Fifth Amendment, and the rights and obligations of the parties under this Fifth Amendment, shall be governed by, and construed and interpreted in accordance with, the domestic, internal laws, but not the law of conflicts of law, of the Commonwealth of Pennsylvania.

(c) BINDING EFFECT AND ASSIGNMENT. This Fifth Amendment shall inure to the benefit of, and shall be binding upon, the respective successors, heirs and assigns of the parties hereto. Neither Borrower shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the Bank.

(d) SEVERABILITY. If any provision of this Fifth Amendment shall be invalid under applicable laws, such invalidity shall not affect any other provision of this Fifth Amendment that can be given effect without the invalid provision, and to this end, the provisions hereof are severable.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

(e) COUNTERPARTS AND HEADINGS. This Fifth Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Section headings contained herein are for convenience of reference only and shall in no way affect or be used to construe or interpret this Fifth Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Loan and Security Agreement as of the day and year first above written.

BORROWERS:
J. M. AHLE CO. INC.

By: /S/ DAVID W. MENARD
    -------------------
      David W. Menard, President

/S/ DAVID W. MENARD
-------------------
David  W.  Menard, individually,on a joint
and several basis with Jacqueline J. Menard

/S/ JACQUELINE J. MENARD
------------------------
Jacqueline J. Menard, individually, on a
joint and several basis with David W. Menard

SOVEREIGN BANK

By:_________________________________
Michael J. Hassett, Vice President

The undersigned, Moro Corporation, surety to the Bank with respect to all obligations of Borrowers to the Bank, has read the above Fifth Amendment to Loan and Security Agreement, understands the terms and conditions thereof and the effect of said Fifth Amendment on Borrowers and on itself as surety to the Bank. The undersigned hereby consents to the execution and delivery of the foregoing Fifth Amendment to Loan and Security Agreement by Borrowers to the Bank and further agrees that its guaranty and suretyship of all obligations of Borrowers to the Bank shall remain in full force and effect undiminished by the foregoing Fifth Amendment to Loan and Security Agreement.

The undersigned further acknowledges, agrees, confirms and certifies that the Surety Agreement to which it is a party remains in full force and effect, enforceable in accordance with its terms and that it has no defenses, set-offs or counterclaims to the Bank's full enforcement of the terms of said agreement.

MORO CORPORATION

EXHIBIT "A"

EXHIBIT "B"

$120,000.00 Radnor, Pennsylvania Date: April __, 2004

FOR VALUE RECEIVED, without set-off or deduction, the undersigned, J. M. AHLE CO., INC., a Delaware corporation ("Maker"), in accordance with the terms and conditions set forth below, hereby promises to pay to the order of SOVEREIGN BANK (the "Bank"), the principal sum of up to One Hundred Twenty Dollars ($120,000.00), in lawful money of the United States of America, together with interest thereon from the date hereof at an annual rate equal to the "Prime Rate" (as defined herein) plus one-quarter percent (.25%), and both payable as hereinafter provided.

(a) The "Prime Rate" is the floating annual rate of interest that is announced from time to time by the Bank as the Prime Rate and is used by the Bank as a reference base with respect to different rates charged to borrowers. The Prime Rate shall change simultaneously and automatically upon the Bank's designation of any change in such Prime Rate. The Bank's determination and designation from time to time of the referenced rate shall not in any way preclude the Bank from making loans to other borrowers at a rate that is higher or lower than or different from the Prime Rate.

(b) Interest on amounts advanced to Maker under this Note shall be payable monthly, in arrears, on the first day of each month commencing on May 1, 2004.

(c) The principal balance of this Note shall be payable in seventy-one (71) equal, consecutive monthly installments in the amount of $1,690.14 each, plus interest thereon, commencing on May 1, 2004, and continuing on the first day of each month thereafter until April 1, 2009, at which time the remaining unpaid principal, plus accrued interest thereon, shall be paid in full, or due in full upon the occurrence of an Event of Default (as defined in Article 8 of the Loan Agreement).

(d) Upon the occurrence of an Event of Default, the rate of interest shall be increased to a rate equal to two percent (2%) above the then current rate of interest specified herein (the "Default Rate"). Interest at the rate provided for herein, or the Default Rate, shall continue to accrue at such rate, and continue to be paid even after default, maturity, acceleration, recovery of judgment, bankruptcy or insolvency proceeding of any kind until such monetary default has been cured.

(e) If any of the aforesaid payments of principal and interest shall become overdue for a period in excess of ten (10) days, Maker shall pay the Bank a "late charge" of five percent (5%) of the monthly principal payment (plus the accrued interest thereon) then past due.

(f) This Note shall be prepayable by Maker without penalty or premium, but with accrued interest to the date of such prepayment on the amount

repaid, at any time and from time to time, in whole or in part, upon notification to the Bank of such prepayment not later than 10:00 a.m. on the date of such prepayment.

(g) All payments of principal and interest with regard to this Note shall be made in lawful money of the United States of America in immediately available funds at the Bank's office at 1130 Berkshire Boulevard, Wyomissing, Pennsylvania 19610, or at such other place as the Bank shall designate in writing.

(h) Maker shall not be obligated to pay and the Bank shall not collect interest at a rate in excess of the maximum permitted by law or the maximum that will not subject the Bank to any civil or criminal penalties. If, because of the acceleration of maturity, the payment of interest in advance or any other reason, Maker is required, under the provisions of the Loan and Security Agreement, dated March 31, 2000, among Maker, David W. and Jacqueline J. Menard and the Bank, as amended (the "Loan Agreement"), to pay interest at a rate in excess of such maximum rate, the rate of interest under such provisions shall immediately and automatically be reduced to such maximum rate, and any payment made in excess of such maximum rate, together with interest thereon at a rate provided herein from the date of such payment, shall be immediately and automatically applied to the reduction of the unpaid principal balance of this Note as of the date on which such excess payment is made. If the amount to be so applied to reduction of the unpaid principal balance exceeds the unpaid principal balance, the amount of such excess shall be refunded by the Bank to Maker.

(i) This Note is the Note referred to in Section 2.12 of the Loan Agreement and is entitled to all the benefits of such Loan Agreement and all the security referred to therein. In the event of a conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall control.

(j) All of the agreements, conditions, covenants, provisions and stipulations contained in the Loan Agreement (as defined in said Loan Agreement), which are to be kept and performed by Maker are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein, and Maker covenants and agrees to keep and perform them, or cause them to be kept and performed, strictly in accordance with their terms.

(k) Upon the occurrence of an Event of Default, then, and in such event, the Bank may declare this Note to be due and payable, whereupon the entire unpaid balance of principal, together with all accrued interest thereon, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything herein or in the Loan Agreement to the contrary notwithstanding.

(l) UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, MAKER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE TO APPEAR AT ANY TIME FOR MAKER IN ANY ACTION BROUGHT AGAINST SUCH MAKER ON THIS NOTE AT THE SUIT OF THE BANK, WITH OR WITHOUT DECLARATION FILED, AS OF ANY TERM, AND THEREIN TO CONFESS

OR ENTER JUDGMENT AGAINST MAKER FOR THE ENTIRE UNPAID PRINCIPAL OF THIS NOTE AND ALL OTHER SUMS PAYABLE BY OR ON BEHALF OF MAKER PURSUANT TO THE TERMS OF THIS NOTE OR THE LOAN AGREEMENT, AND ALL ARREARAGES OF INTEREST THEREON, TOGETHER WITH COSTS OF SUIT, ATTORNEY'S COMMISSION FOR COLLECTION OF FIVE PERCENT (5%) OF THE TOTAL AMOUNT THEN DUE BY MAKER TO THE BANK (BUT IN ANY EVENT NOT LESS THAN THREE THOUSAND DOLLARS ($3,000.00)), AND FOR SO DOING THIS NOTE OR A COPY HEREOF VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. THE AUTHORITY GRANTED HEREIN TO CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY EXERCISE THEREOF BUT SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT IN FULL OF ALL THE AMOUNTS DUE HEREUNDER.

(m) The remedies of the Bank as provided herein or in the Loan Agreement, and the warranties contained herein or in the Loan Agreement, shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of the Bank, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof.

(n) Maker hereby waives and releases all errors, defects and imperfections in any proceedings instituted by the Bank under the terms of this Note or of the Loan Agreement, as well as all benefit that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy, or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued thereon, may be sold upon any such writ in whole or in part in any order desired by the Bank.

(o) Maker and all endorsers, sureties and guarantors hereby jointly and severally waive presentment for payment, demand, notice of demand, protest and notice of protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and they agree that the liability of each of them shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consent to any and all extensions of time, renewals, waivers, or payment or other provisions of this Note, and to the release of the collateral or any part thereof, with or without substitution, and agree that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to them or affecting their liability hereunder.

(p) The Bank shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank, and then only to the extent specifically set forth in the writing. A waiver on one event shall not be construed as continuing or as a bar to or waiver of any right or remedy to a subsequent event.

(q) This instrument shall be governed by and construed according to the domestic, internal law (but not the law of conflict of laws) of the Commonwealth of Pennsylvania.

(r) Whenever used, the singular number shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders, and the words "Bank" and "Maker" shall be deemed to include the respective successors and assigns of the Bank and Maker.

(s) Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by an authorized officer the day and year first above written.

J. M. AHLE CO.,
INC.

By: /S/ David W. Menard
    -------------------
    David W.  Menard, President

30

THIS LEASE AGREEMENT (this "Lease") is made this 12th day of April, 2004, by and between, JAD ASSOCIATES, LLC, a Pennsylvania limited liability company ("Landlord"), and J.M. AHLE CO., INC. d/b/a WHALING CITY IRON CO., a New Jersey corporation ("Tenant").

As more fully set forth herein, Landlord desires to lease the Premises (as defined below) to Tenant, and Tenant desires to lease the Premises (as defined below) from Landlord.

Intending to be legally bound, Landlord and Tenant hereby agree as follows:

1. PREMISES; TERM; RENEWAL

(a) Landlord hereby lets and demises to Tenant, and Tenant does hereby hire and lease from Landlord for the term and upon the terms, conditions and covenants set forth herein, all that certain piece or parcel of land and the buildings and other improvements thereon, known as 13 Logan Street, New Bedford, Massachusetts 02740 (referred to hereinafter as the "Premises"), as more fully described in Exhibit "A" hereto.

(b) Subject to the Extension Options described in subsection (c) of this Section 1, the term of this Lease shall commence on the date hereof (the "Commencement Date") and expire at midnight on April 12, 2009 (the "Termination Date").

(c) Tenant shall have the option, in its sole discretion, to extend the term of this Lease for up to three additional terms of five (5) years each ("Extension Option"). The first Extension Option shall commence on April 12, 2009 and extend through April 12, 2014, the second Extension Option shall commence on April 12, 2014 and extend through April 12, 2019, and the third Extension Option shall commence on April 12, 2019 and extend through April 12, 2024. Tenant shall exercise any such Extension Option, in writing, no later than ninety (90) days prior to the end of the initial term hereof or the end of any

particular Extension Option hereof, as the case may be. If Tenant exercises any such Extension Option, then the Termination Date of this Lease shall be extended until the end of any such five year Extension Option. All of the terms, covenants and conditions of this Lease shall equally pertain in all respects to any extension or extensions of the term of this Lease.

(d) Subject to the representations, covenants and warranties of Landlord herein, Tenant is accepting the Premises in the condition as it exists on the date of this Lease.

2. RENT.

(a) The annual rent due hereunder shall be at the rate as described on Schedule 1 attached hereto. Commencing on the Commencement Date and on the first day of each month thereafter during the term hereof, Tenant shall pay to Landlord, in advance, monthly installments of the rent described on Schedule 1. Every installment of rent shall be payable at 840 Mt. Moro Road, Villanova, Pennsylvania 19085, or to any other party at such other address as Landlord shall specify.

(b) If the term does not begin on the first day and/or end on the last day of a month, the rent for that partial month shall be prorated by multiplying the monthly rent by a fraction, the numerator of which is the number of days of the partial month included in the term and the denominator of which is the total number of days in the month.

3. REAL ESTATE TAXES/UTILITIES.

(a) Tenant shall remit prior to delinquency all real estate taxes assessed or levied against the Premises during the term of this Lease and shall promptly send Landlord proof of payment thereof. Landlord shall provide Tenant with a statement of real estate taxes, notices and assessments with respect to the Premises.

(b) Tenant shall pay all charges for gas, electricity, water and sewer rents and service charges, telephone and communication services and other utility services used, rendered or consumed by Tenant upon the Premises. All

such utilities shall be in the name of Tenant.

4. TENANT'S USE. The Premises may be used for operating a metal manufacturing and fabrication business or for any other lawful business use.

5. COMPLIANCE WITH LAWS; GOVERNMENTAL REGULATIONS.

(a) As of the Commencement Date, Landlord has received no notice of violation any applicable laws, ordinances, rules and regulations of governmental authorities, or if any such notice has been delivered to Landlord, Landlord has corrected such violation.

(b) Tenant shall through-out the term of this Lease, at Tenant's sole cost and expense, promptly comply with all laws, ordinances, notices, orders, rules, regulations and requirements of all federal, state and municipal governments, and notices, orders, rules and regulations of the National Board of Fire Underwriters, or any other body now or hereafter constituted exercising similar functions, relating to all or any part of the Premises, or to the use or manner of use of the Premises or to the sidewalks, parking areas, curbs and access ways adjoining the Premises; provided, however, the Tenant's obligations hereunder shall be limited to those applicable to the manner in which it conducts its business on the Premises generally.

(c) Notwithstanding the provisions of Section 5.b above, Landlord, and not Tenant shall be responsible to make all repairs necessary to maintain the structural stability of the buildings on the Premises and to the roof of the buildings on the Premises, or which are required to effect compliance of the roof and structural portions of the buildings with any laws or ordinances, and any notices, orders, rules, regulations and requirements of all federal, state and municipal governments, and notices, orders, rules and regulations of the National Board of Fire Underwriters (or any other body now or hereafter constituted exercising similar functions).

(d) Unless such observance or compliance shall be an express obligation of Tenant hereunder, Landlord shall throughout the term of this Lease, at Landlord's sole cost and expense, promptly observe and comply with all

present and future laws, ordinances, requirements, orders, directions, rules and regulations of any federal, state, county and municipal government and of all other governmental authorities having or claiming jurisdiction over the Premises.

6. INSURANCE

(a) Tenant shall maintain at Tenant's own cost and expense throughout the term of this Lease insurance against claims for personal injury (including death) and property damage arising from occurrences on, in or about the Premises, with broad form contractual liability coverage, under a policy or policies of comprehensive liability coverage or commercial general liability insurance, with reasonable and customary limits for the Premises.

(b) Landlord, at Landlord's sole cost and expense, shall maintain and keep in effect throughout the term of the Lease insurance against loss or damage to the buildings and all other improvements now or hereafter located in the Premises by fire and all other casualties as may be included in forms of all risk insurance from time to time commonly available in the Commonwealth of Massachusetts, in an amount equal to the full insurance replacement value (without depreciation) of the Premises. Tenant shall reimburse Landlord for this cost and expense.

(c) Landlord and Tenant hereby release each other and the other's partners, agents, and employees, to the extent of each party's insurance coverage, from any and all liability or responsibility to the other or anyone claiming through or under it or them by way of subrogation or otherwise, for any loss or damage occasioned to the Landlord or the Tenant, as the case may be, or to their respective property, as a result of fire or other casualty, even if such loss or damage shall have been caused by default or negligence of the other party or anyone for whom such party may be responsible. The foregoing release shall be effective only with respect to loss or damage occurring during such time as the appropriate policy of insurance shall contain a clause to the effect that this release shall not affect said policy or the right of the insured to recover thereunder. If any policy does not permit such a waiver, and if the party to benefit therefrom requests that such a waiver be obtained, the other

party agrees to obtain an endorsement to its insurance policies permitting such waiver of subrogation if it is available. If an additional premium is charged for such waiver, the appropriate insured party obtaining such waiver agrees to pay the amount of such additional premium.

(d) Tenant may carry any insurance required by this Section 6 under a blanket policy applicable to the Premises for the risks and in the amounts required pursuant to this Section 6.

7. ENVIRONMENTAL WARRANTIES AND REPRESENTATIONS OF LANDLORD.

(a) REPRESENTATIONS AS TO ENVIRONMENTAL ISSUES. Landlord represents and warrants to Tenant that at all times prior to and up to and including the date of execution of this Lease, that all activities of Landlord and, to Landlord's knowledge, all predecessors in interest, have occupied the Premises and conducted activities upon such Premises in compliance with federal, state and local statutes, ordinances, regulation and orders relating to the protection of the environment or public health and safety, including without limitation, those concerning (a) those activities, (b) operation, maintenance, report or construction of any improvements or equipment or other personal property, (c) discharges, emissions, releases or threatened releases of any kind to the air, soil, surface water, or groundwater, and (d) storage, transportation, treatment, disposal or handling of any materials, including waste water or Hazardous Substances (as hereinafter defined), at or connected with any activity at the Property ("Environmental Laws"). For purposes of this Lease, "Hazardous Substances" includes materials that are or contain "hazardous substances", "hazardous waste", "hazardous materials", "toxic substances" or "regulated substances", as defined pursuant to any Environmental Law.

(b) Landlord represents and warrants that to the best of its knowledge, after due investigation, there is no asbestos in the Premises. If any asbestos shall be discovered or revealed at any time during the term, Landlord shall at its sole cost and expense either remove, safely encapsulate, or implement an operations and maintenance program for such asbestos, in compliance with (il) all applicable laws, and (ii) recommendations of an expert retained by

Landlord at its expense, reasonably acceptable to Tenant.

(c) SITE CONTAMINATION. Neither Landlord nor, to Landlord's knowledge, any other party, has discharged, released, leaked, spilled, emitted or disposed of any Hazardous Substance in, or over, or under, the Premises. No Hazardous Substance is present on, in, over, or under, or is migrating from such real property in such a manner as may require remediation under any Environmental Law or, to Landlord's knowledge, is present on, over or under any premises adjacent to the Premises.

(d) NPL AND CERCLIS. Neither the Premises nor, to Landlord's knowledge, any adjacent premises is listed or proposed for listing on the National Priorities List ("NPL") or the Comprehensive Environmental Response Compensation and Liability Information System ("CERCLIS") list established pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss. 9601 ET SEQ ("CERCLA"), or any other hazardous site list promulgated by any federal, state or local governmental authority.

(e) LIENS. There is no lien imposed or, to Landlord's knowledge, any circumstance that is reasonably likely to lead to the imposition of a lien upon the Premises pursuant to any Environmental Law.

(f) OTHER HAZARDOUS OR TOXIC MATERIALS. No polychlorinated biphenyls or substances containing polychlorinated, biphenyls, no asbestos or materials containing asbestos, and no storage tanks are present under, over, or on the Premises.

(g) GOVERNMENTAL NOTICES AND PERMITS.

(1)Landlord has not been notified by any governmental authority of any violation by Landlord of or any investigation under any Environmental Law of or any investigation under any Environmental Law or of any potential liability of any person of entity regarding the Premises or activities thereon relating to the presence of Hazardous Substances or waste of any kind on, over, under, migrating from or affecting such Premises.

(2)Landlord has obtained all registrations with, licenses from, and permits or approvals, including amendments thereto, issued by governmental agencies pursuant to Environmental Laws which are required in connection with the Premises (collectively "Permits"). All such Permits are in full force and effect. Landlord will assist Tenant in giving notice to applicable governmental authorities and in transferring or reissuing to Tenant any new Permits necessary to continue operations at the Premises, or in obtaining for Tenant any new Permits required of tenant under any Environmental Law.

(h) WASTE DISPOSAL SITES. There are no facilities to which Hazardous Substances or waste of any kind have been sent by or on behalf of Landlord for handling, treatment, storage or disposal of any kind or use, or to which any third party under contract or other arrangement with Landlord has sent Hazardous Substances or waste of any kind received from Landlord for handling, treatment, storage or disposal.

(i) INDEMNIFICATION. Landlord hereby agrees to indemnify and to hold harmless Tenant, as well as Tenant's officers, directors, shareholders, employees, attorneys, or agents, of, from and against any and all expense, loss or liability suffered or incurred by any of them by reason of Landlord's breach of any of the representations and warranties set forth in this Section 7, and, in addition thereto, of, from and against (i) any and all expenses that any of them may incur in complying with any Environmental Laws, or (ii) any and all costs that any of them may incur in studying, assessing, containing, removing, remedying, mitigating, or otherwise responding to, the release of any Hazardous Substance or waste at or from the Premises, or (iii) any and all costs for which any of them may be liable to any governmental agency for studying, assessing, containing, removing, remedying, mitigating, or otherwise responding to, the release of a Hazardous Substance or waste water at or from the Premises, or (iv) any and all legal fees and costs incurred by any of them in connection with any of the foregoing. This subsection (i) shall not apply, however, to any such expenses, losses, or liabilities that are solely a result of Tenant's violation of any Environmental Laws in connection with its operation and activities on the Premises. The indemnification obligations of Landlord set forth in this subsection (i) shall survive the termination or expiration of this Lease for any

reason whatsoever, and shall be fully enforceable and binding against and upon Landlord following any such expiration or termination.

8. MAINTENANCE AND REPAIR.

(a) Except at otherwise provided herein, Tenant, at its own cost and expense, shall keep the interior of the Premises and all improvements made by Tenant in good order and shall be responsible for the full cost of the repair to any such item, unless the repair is necessitated by damage for which Landlord is responsible under (b) below.

(b) Landlord shall keep in good order, condition and repair, and shall replace when necessary the structural portions of the Premises, the roof and roof membrane, foundations, appurtenances, heating, ventilation and air conditioning equipment, electrical systems, plumbing systems, lighting, storm drainage and other mechanical systems of the Premises, exterior walls and windows of the Premises and utility and sewer pipes serving the Premises. Landlord shall be responsible for repairing any damage to the Premises caused by leaks in the roof, bursting pipes (by freezing or otherwise) or by defects in the Premises. Tenant shall keep all adjoining sidewalks in a neat and clean condition and promptly remove all dirt, trash, snow and ice therefrom. Tenant shall keep all common areas of the Premises neat and clean and in good order and repair.

(c) Landlord, Landlord's agents and employees, shall have the right to enter the Premises at any reasonable times for the purpose of making repairs necessary for the preservation of the Premises or otherwise perform Landlord's obligations under this Lease. Landlord shall make a reasonable effort to effect such repairs and perform such obligations with a minimum of interference to the Premises and the business conducted therein, and, when practicable, all work shall be done after Tenant's business hours unless Tenant shall otherwise direct.

9. FIRE OR OTHER CASUALTY. Tenant shall give Landlord prompt notice of any material fire or casualty occurring on or to the Premises. If any part of the Premises is damaged or destroyed by fire or other casualty, the rent shall be apportioned and suspended until the Premises are restored, taking into account the proportion of the Premises rendered untenantable. Promptly following

such damage or destruction, (a) if the damage or destruction is total or constitutes a major structural injury to the building or the Premises, then either party may, at its option, terminate this Lease by giving written notice to the other, in which event this Lease shall terminate on the date of such damage or destruction with the same effect as if the full term had expired on that date; (b) if the damage or destruction is not total or does not constitute a major structural injury to the building or Landlord does not elect to terminate as permitted in this Section 9, Landlord shall, as soon as practicable, undertake restoration and repair work necessary to restore the Premises to the same condition as existed prior to the damage or destruction as nearly as reasonable. Notwithstanding anything to the contrary contained herein, but without limitation to Tenant's rights, if such restoration or repair is not complete within fifteen(15) days after the casualty occurs, Tenant shall have the right, upon written notice to Landlord, to terminate this Lease, in which event, this Lease shall terminate on the date of such damage or destruction with the same effect as if the full Term had expired on that date.

10. ALTERATIONS AND ADDITIONS; TENANT'S EQUIPMENT AND FIXTURES.

(a) Tenant shall not make any interior or exterior structural alterations or additions to the Premises other than minor non-structural alterations or improvements or install, rearrange or add to any electric, gas, water or other similar utility lines without first securing Landlord's prior written approval, which consent shall not be unreasonably withheld, delayed or conditioned. In requesting approval for any structural alterations, Tenant shall furnish Landlord with plans and specifications, in reasonable detail for such work, and any work approved by Landlord shall be done in accordance with such plans and specifications. Any improvements, alterations and additions shall be executed by Tenant in a good and workmanlike manner. Notwithstanding the foregoing, Tenant shall have the right to make non-structural alterations to the Premises without first obtaining Landlord's prior written consent, provided that the cost of each such alteration shall not exceed $50,000. All alterations additions and improvements to the realty shall be a part of the Premises and become the property of the Landlord.

(b) All items of Tenant's equipment, machinery and personal property not affixed to the Premises shall remain the property of Tenant. Tenant shall have the right to install trade fixtures required by Tenant, to remove any and all such trade fixtures from time to time, and Tenant shall remove all such trade fixtures (whether installed during or before the term of this Lease) before expiration or termination of this Lease. Tenant shall repair and restore any damage or injury to the Premises caused by the installation and/or removal of any such trade fixtures.

11. LIENS. Landlord warrants and represents to Tenant that the Premises are not affected by any liens, encumbrances or restrictions that would interfere with Tenant's use of the Premises. Tenant shall not suffer or permit any mechanics liens to be filed against the fee of the Premises or Tenant's leasehold interest therein because of work, services or materials supplied or claimed to have been supplied to Tenant or anyone through or under Tenant. Tenant shall not suffer or permit any lien for services furnished thereto or any public improvements benefiting the Premises. Tenant agrees to indemnify and save Landlord harmless from nay liability, claim, demand, judgment, lien, violation, suits, costs and expenses, including reasonable attorney's fees, arising in any manner from work performed in the Premises by or at the discretion of Tenant or anyone holding all or part of the Premises through or under Tenant.

12. CONDEMNATION.

(a) If the entire Premises are taken by eminent domain, or purchased in lieu thereof(hereafter called "condemnation"), this Lease will terminate on the date that possession of the Premises is taken by the condemning authority.

(b) If a portion of the Premises less than the whole is condemned, provided the remainder continues in Tenant's judgment to be suitable for the business of Tenant, this Lease shall terminate only for the part taken, and otherwise shall continue in full force and effect for the remaining portion of the Premises with an abatement of rent in the same proportion as to the square feet of leased space so taken or condemned.

(c) In the event of either a partial or entire taking, Landlord reserves to itself the full amount of any award or compensation attributable in whole or in part to the fair market value of the Premises, or to the value of Tenant's Leasehold interest in the Premises. Notwithstanding the foregoing, however, Landlord does not reserve, and Tenant does not waive in favor of Landlord, and may make a claim and receive from the condemning authority any compensation attributable to Tenant's own machinery and equipment or for any moving expenses for which Tenant may be entitled to compensation under law.

(d) If the condemnor should take only the right to possession for the duration of any emergency or other temporary condition, then, notwithstanding anything hereinabove provided, this Lease shall continue in full force and effect without any abatement of rent, but the amounts payable by the condemnor with respect to any period of time prior to the expiration of sooner termination of this Lease shall be paid by the condemnor to Landlord and the condemnor shall be considered a subtenant of Tenant. If the amounts payable hereunder by the condemnor are paid in monthly installments, Landlord shall apply the amount of such installments, or as much thereof as may be necessary for the purpose, toward the amount of rent due from Tenant as rent for that period, and Tenant shall pay to Landlord any deficiency between the monthly amount thus paid by the condemnor and the amount of rent.

13. INDEMNIFICATION OF LANDLORD. Subject to Section 6(c), Tenant hereby indemnifies, and shall pay, protect and hold Landlord harmless from and against all liabilities, loses, claims, demands, costs, expenses (including reasonable attorneys' fees and expenses) and judgments of any nature arising, or alleged to arise, from or in connection with (a) any injury to, or the death of, any person or loss or damage to property on or about the Premises arising from or connected with the possession, use, condition, occupancy, maintenance or repair of the Premises but only to the extent caused by the negligence of Tenant or its agents, or (b) any violation, or alleged violation by Tenant of this Lease or of any legal requirements.

14. INDEMNIFICATION OF TENANT. Subject to Section 6(c), Landlord hereby indemnifies, and shall pay, protect and hold Tenant harmless from and against

all liabilities, losses, claims, demands, costs, expenses (including reasonable attorney's fees and expenses) and judgments of any nature arising, or alleged to arise, from or in connection with (a) any injury to, or the death of, any person or loss or damage to property on or about the Premises or any adjoining property arising from or connected with the ownership, possession, use, condition, design, occupancy, constructions, maintenance, repair or rebuilding of the Premises or any adjoining property, unless such injury or damage is caused by the negligence of Tenant or its agents, or (b) any violation, or alleged violation, by Landlord of this Lease or of any legal requirements.

15. DEFAULT BY TENANT. The occurrence of any one of the following shall constitute an event of default ("Event of Default") by Tenant:

(a) The abandonment of the Premises by Tenant.

(b) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder within seven (7) days after receipt of written notice from Landlord that the same is due, except that such notice need not be given in more than two (2) instances in any twelve (12) month period.

(c) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by Tenant within thirty (30) days after written notice thereof from Landlord; provided, however, that if the nature of such failure is such that it cannot reasonably be cured within such thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence to cure the failure and, thereafter, diligently prosecute the same to completion. As a condition of its effectiveness, notice by Landlord shall state with specifically the provisions of this Lease alleged to be breached and the act or acts of Tenant acceptable o Landlord as a cure thereof.

(d) The making by Tenant of any general assignment, or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a

petition filed against Tenant, the same is dismissed within ninety (90) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty(30) days; or the attachment, levy, execution or other judicial seizure of substantially all of Tenant's assets locate at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days.

16. LANDLORD'S REMEDIES. Upon the occurrence of an Event of Default by Tenant, at anytime thereafter, with or without notice or demand and without limiting the Landlord in the exercise of any right or remedy which Landlord may have by reason of such default or breach:

(a) Accelerate the whole or any part of the Rent and other charges, payments, costs and expenses herein agreed to be paid by Tenant for the entire unexpired balance of the Term. Such amount if so accelerated shall, in addition to any Rent already due and payable, be deemed due and payable as if, by the terms and provisions of this Lease, such accelerate Rent and other charges, payments, costs and expenses were on that date payable in advance.

(b) Reenter the Premises and remove all persons and all or any property therefrom, either by summary disposes proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damages therefor, and reposses and enjoy the Premises, together with all other installations of Tenant. Upon recovering possession of the Premises by reason of or based upon or arising out of a Default on the part of the Tenant, Landlord may, at Landlord's option, either terminate this Lease or make such alterations and repairs as may be necessary in order to relet the Premises; and relet the Premises or any part or parts thereof, either in Landlord's name or otherwise, for a term or terms which may at Landlord's option be less than or exceed the period which would otherwise have constituted the balance of the Term and at such rent or rents and upon such other terms and conditions as in Landlord's sole discretion may seem advisable and to such person or persons as may in Landlord's discretion seem best. Upon each such reletting all rents received by Landlord from such reletting shall be applied: first, to the payment of any amounts other than Rent due hereunder from

Tenant to Landlord; second, to the payment of any costs and expenses of obtaining possession of and reletting the Premises, including brokerage fees and attorney's fees and all costs of such alterations and repairs; third, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by landlord and applied in payment of future Rent as it may become due and payable hereunder. If such rentals received rom such relating during any month shall be less than that paid during that month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. No such reentry or taking possession of the Premises or the making of alterations and/or improvements thereto or the reletting thereof shall be construed as an election on the part of Landlord to terminate this Lease unless written notice of such election be given to Tenant. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous Default. Tenant, for Tenant and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as Tenant's and Tenant's successors and assigns, hereby irrevocably constitutes and appoints Landlord as Tenant's and Tenant's successors' and assigns' agent to collect the rents due and to become due under all subleases of the Premises or any parts thereof without in any way affecting Tenant's obligation to pay any unpaid balance of Rent due or to become due hereunder.

(c) To terminate this Lease and the Term hereby created without any right on the part of Tenant to waive the forfeiture by payment of any sum due or by other performance of any condition, term or covenant broken; whereupon Landlord shall be entitled to recover, in addition to any and all sums and damages for violation of Tenant's obligations hereunder in existence at the time of such termination, damaged with respect to the unexpired portion of the Term in an amount equal to the amount of the Rent reserved for the balance of the Term, as well as all other charges, payments, costs and expenses herein agreed to paid by Tenant for such period, all discounted at the rate of six percent(6%) per annum to their then present worth, less the fair rental value of the Premises for the balance of the Term, also discounted at the rate of six percent(6%) per annum to its them present worth, all of which amount shall be immediately due and payable from Tenant to Landlord.

(d) In the event of a breach of threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if reentry, summary proceedings and other remedies were not herein provided for.

(e) No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy herein or by law provided but each shall be cumulative and in addition to every other night or remedy given herein or now or Hereafter existing at law or in equity or by statute, subject however, to legal and equitable principles limiting the exercise of duplicative remedies.

(f) If permitted by applicable law, Tenant expressly waives:

(i) The benefit of all laws, now or hereafter in force, exempting any goods on the Premises or elsewhere from levy or sale in any legal proceeding taking by Landlord to enforce any rights under this Lease;

(ii) The right to delay execution on any real estate that may be levied upon to collect any amount that may become due under the terms and conditions of this Lease and any right to have the same appraised; and

(iii) The right to three (3) months' notice and/or fifteen (15) or thirty (30) days' notice required under certain circumstances by the Landlord and Tenant Act of 1951, and Tenant hereby agrees that five (5) days' notice shall be sufficient in either or any such case.

(g) For the purpose of calculating the "accelerated Rent" payable under paragraph (a) of this Section and the "Rent reserved for the balance of the Term" for the purposes of paragraph (c) of this Section of this Lease (but without discounting as provided therein), the amount payable by Tenant for real property taxes for the balance of the Term shall be equal to the sum of the highest amount paid or payable by Tenant in any calendar year for real property taxes multiplied by the number of calendar years (including any fractional calendar year) remaining in the Term.

(h) ATTORNEYS' FEES. In the event of any default by Tenant of any of its obligations under this Lease, Tenant shall immediately pay to Landlord, upon demand, an amount equal to all reasonable attorneys' fees and court costs incurred by Landlord in enforcing its rights and remedies under this Lease, whether or not an administrative and/or judicial action is commenced by Landlord against Tenant by reason of such default.

(i) CURING TENANT'S DEFAULTS. If Tenant shall be in default of any of its obligations under this Lease, Landlord may (but shall not be obligated to do so), in addition to any other rights it may have in law or equity or under this Lease, cure such default on behalf of Tenant, and Tenant shall reimburse Landlord upon demand for any reasonable sums paid or cost incurred by Landlord in curing such default, together with interest at the Interest Rate from the respective dates of Landlord's making of the payments and incurring of the costs, on all sums advanced by Landlord as aforesaid, which sums and costs together with interest thereon shall be deemed Additional Rent payable under this Lease.

(j) WAIVER OF BREACH. The waiver by Landlord or Tenant of any breach of any term, covenant or conditions contained in this Lease, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained in this Lease.

(k) EFFECT OF DEFAULT ON PURCHASE OPTIONS. In the event of an Event of Default by Tenant under this Lease, the Right of First Refusal shall immediately terminate upon the occurrence of such Event of Default and thereafter shall be of no further force and effect, and the parties hereto shall thereafter have no further rights or obligations under Section 28 of this Lease.

17. SUBORDINATION.

(a) This Lease and all of the terms, covenants and conditions hereof is and shall be subject and subordinate to any existing mortgage or mortgages affecting the Premises. The foregoing notwithstanding, Landlord shall cooperate in obtaining a nondisturbance agreement, in form reasonably satisfactory to Tenant, from any existing mortgagee in favor of Tenant. Landlord agrees that the subordination of this Lease to any future mortgage and Tenant's obligation to

attorn to any future mortgage shall be conditioned upon any such mortgagee agreeing not to disturb Tenant's use and occupancy of the Premises and to recognize Tenant's rights under this Lease, so long as Tenant is not in default hereunder.

(b) As a condition of the subordination set forth in (a) above, such mortgage shall contain a covenant binding upon the holder thereof, or a separate agreement which shall be entered into with Tenant and the holders of the mortgage to be recorded with such mortgage or other security agreement, to the effect that:

(i) So long as Tenant observes the terms of this Lease, its rights of possession to the Premises under the terms and provisions of the Lease will not be affected or disturbed by the mortgage or other security agreement for the bond or note or debt secured thereby:

(ii) If the mortgagee or owner comes into possession of the Premises by foreclosure or otherwise, this Lease shall continue in effect and shall not be terminated by any such proceeding;

(iii) If the Premises are sold or otherwise disposed of pursuant to any right or power contained in the mortgage or other security agreement or the bond or note secured thereby, or as a result of proceedings thereon, the purchaser shall take title subject to this Lease and all the rights of Tenant hereunder;

(iv) In the event the buildings and improvements on the Premises are damaged by fire or other casualty, for which loss the proceeds payable under the insurance policy or policies are payable to the mortgagee, such insurance funds when paid, shall be made available for the purpose of repair and restoration as provided in this Lease; and

(v) The agreement shall be binding upon the Landlord's mortgagee and its prospective heirs, executors, administrators, personal representatives, successors and assigns. Notwithstanding the foregoing, to the extent the Premises are on the date of this Lease subject to a mortgage which does not meet the above requirements, Landlord shall only be required to use its best efforts to obtain an appropriate separate agreement of the mortgagee.

18. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not assign this Lease or sublet any portion of the Premises without first obtaining Landlord's prior written consent thereto, which consent shall not be unreasonably withheld, delayed or conditioned. Tenant's entering into an assignment or sublease shall not release Tenant from its obligations hereunder and no consent to an assignment or subletting shall be deemed to be a consent to any further subletting or assignment. In addition, Tenant shall not convey, mortgage, pledge, encumber or otherwise transfer (collectively, "Pledge"), whether voluntarily or otherwise, this Lease or any interest in or under this Lease. Any attempt by Tenant to assign or Pledge this Lease or sublet the Premises in contravention of the terms of this Lease shall constitute an event of default hereunder.

(b) If Landlord consents to an assignment of this Lease, each assignee hereunder shall assume and be deemed to have assumed this Lease and should be and remain liable jointly and separately with Tenant for all payments and for the due performance of the terms, covenants, conditions and provisions herein contained on Tenant's part to be observed. No assignment shall be binding upon Landlord, unless the Assignee shall deliver to Landlord an instrument containing a covenant of assumption by the assignee. The failure or refusal of an assignee to execute the same shall not release the assignee from its liability as set forth herein.

(c) Any consent by Landlord to an assignment or subletting shall not constitute a waiver of strict future compliance by Tenant with the provisions of this Section 18, nor shall it be deemed to release Tenant from the full performance by Tenant of the terms, covenants, provisions or conditions contained in this Lease.

(d) Notwithstanding the foregoing, Tenant shall have the right, without Landlord's consent, to assign or sublease all or a portion of the Premises, or the leasehold hereunder, to an Affiliate (or a combination of Affiliates) or a Successor of Tenant. For purposes hereof, an "Affiliate" or "Successor" of Tenant is an entity controlling, under common control with or controlled by Tenant, including an entity resulting from a merger or

consolidation by Tenant. Any such Affiliate of Successor of Tenant must expressly assume in writing a pro rata share of Tenant's obligations hereunder in the proportion that the number of square feet of rentable area of the Premises subleased or assigned to such Affiliate or Successor of Tenant bears to the total number of square feet of rentable area in the Premises, without relieving Tenant of any liability hereunder.

19. REPRESENTATIONS, WARRANTIES AND COVENANTS.

(a) To induce Landlord to enter into this Lease, Tenant represents, warrants and covenants to Landlord as follows:

i. VALID ORGANIZATION, GOOD STANDING AND QUALIFICATION. Tenant is a corporation duly formed, validly existing and in good standing under the laws of the State of New Jersey and is authorized to do business in the Commonwealth of Massachusetts, has full power and authority to execute, deliver and comply with Lease, and to carry on its business as it is now being conducted.

ii. DUE AUTHORIZATION; NO LEGAL RESTRICTIONS. The execution and delivery by Tenant of this Lease, the consummation of the transactions contemplated by this Lease and the fulfillment and compliance with the respective terms, conditions and provisions of this Lease have been duly authorized by all requisite governance action of Tenant.

iii. PAYMENT OF OBLIGATIONS. Tenant will pay when due all amounts due hereunder without set off, deduction or counterclaim.

iv. PAYMENT OF CHARGES. Tenant shall pay all charges incident to this Lease, including, without limitation, all of the Landlord's legal fees in connection with any amendment, assignment of this Lease, any subletting of the Premises and with the enforcement of this Lease.

(b) LANDLORD'S REPRESENTATIONS, WARRANTIES AND COVENANTS. To induce Tenant to enter into this Lease, Landlord represents, warrants and covenants to Tenant as follows:

i. VALID ORGANIZATION, GOOD STANDING AND QUALIFICATION. Landlord is a limited liability company, existing under the laws of the Commonwealth of Pennsylvania, has full power and authority to execute, deliver and comply with the lease, and to carry on its business as it is now being conducted.

ii. DUE AUTHORIZATION; NO LEGAL RESTRICTIONS. The execution and delivery by Landlord of this Lease, the consummation of the transactions contemplated by this Lease and the fulfillment and compliance with the respective terms, conditions and provisions of this Lease have been duly authorized by all requisite governance action of Landlord.

iii. NO UNCURED NOTICES OF VIOLATIONS. As of the Commencement Date, Landlord has received no notice of violation of any applicable laws, ordinances, rules and regulations of governmental authorities, or if any such notice has been delivered to Landlord, Landlord has corrected such violation.

iv. NO INTERFERENCE WITH USE. Landlord warrants and represents to Tenant that to Landlord's knowledge the Premises are not affected by any liens, encumbrances or private restrictions that would interfere with Tenant's use of the Premises as described in Section 4 of this Lease.

v. TITLE TO PREMISES. Except for any mortgages, liens, encumbrances, restrictions, obligations and exceptions granted to by Landlord to Sovereign Bank in connection with Landlord's acquisition of the Premises on the date hereof, Landlord is the owner of Premises, free and clear of any and all liens, encumbrances, restrictions, obligations, and exceptions which would not permit or limit Tenant's use of the Premises for the purpose set forth herein or Tenant's other rights hereunder.

vi. STRUCTURAL COMPONENTS OF PREMISES. The structural components of the Premises, including but not limited to the roof, heating systems, air circulation system, wiring, ventilating systems, electrical system, plumbing system, and lighting system are, as to their major components, in good working order and condition.

20. TENANT'S CERTIFICATE. Tenant shall, from time to time within thirty days of any request by Landlord, execute and deliver to Landlord a certificate stating that this Lease is in full force and effect, has not been modified (or, if it has been modified, identifying the modifications), that to Tenant's knowledge no default exists on the part of either Landlord or Tenant (or, if such a default does exist, specifying the default) and specifying the date to which rent and other charges have been paid by Tenant hereunder.

21. SURRENDER. At the expiration or earlier termination of the term of this Lease, Tenant shall surrender and deliver possession of the Premises and all improvements and alterations thereto in good condition and repair, in a clean condition, subjection to (a) reasonable wear and tear, (b) damage caused by fire or other casualty and/or (c) damage caused by Landlord.

22. SIGNS. Tenant may to the extent and manner allowed by law or public regulation place, erect, maintain or paint signs upon the Premises provided that they are maintained by Tenant in good condition during the term hereof, and Tenant shall remove all signs at the termination of this Lease, repairing any damage caused by the installation and/and or removal thereof. Tenant shall also have the right to install and place an appropriate sign or signs at or near the entrance to the Premises.

23. LENDER'S REQUIREMENTS. Upon request of Tenant or Tenant's assignees or any subtenant, Landlord shall execute and deliver any real estate consent or waiver forms submitted by any vendors, lessors, chattel mortgages, or holders or owners of any trade fixtures, signs, equipment, furniture or other personal property of any kind and description kept on or installed on the Premises setting forth the fact that Landlord waives, in favor of said vendor, lessor, chattel mortgagee, owner or holder any lien, claim, interest or other right therein superior to that of such vendor, lessor, chattel mortgagee, owner or holder. Landlord shall further acknowledge that the property covered by such consent or wavier forms is personal property (if in fact such is the case) and not to become a part of the realty no matter how affixed thereto and that such property may be removed from the Premises by the vendor, lessor, chattel mortgagee, owner or holder at any time upon default in the terms of such chattel

mortgage or other similar documents, free and clear of any claim or lien of Landlord.

24. NOTICES. All notices to be given to Landlord shall be sent by certified U.S. mail, return receipt requested, or by overnight mail to the following address:

JAD ASSOCIATES, LLC
840 Mt. Moro Road
Villanova, Pennsylvania 19085
Attn: David W. Menard, Member

Notice to Tenant shall be sent by certified U.S. mail, return receipt requested or by overnight mail to:

J.M. AHLE CO., INC. d/b/a
WHALING CITY IRON CO.
13 Logan Street
New Bedford, Massachusetts 02740

The party to whom notice is to be given may change the address for the giving of notices by delivering notice of such change to the other party. Notices are to deemed delivered on the date received.

25. HOLDING OVER. Should Tenant continue to occupy the Premises after expiration of the Term of this Lease, such tenancy shall be one at sufferance from month to month at the terms and conditions otherwise set forth in this Lease.

26. BROKER. Landlord and Tenant each represents and warrants to the other that it has not dealt with any broker or finder, and that each party shall indemnify and hold the other harmless if its representation is untrue.

27. RECORDATION. This Lease (or an appropriate memorandum thereof) shall be recorded in the appropriate Recorder of Deeds Office by Landlord, at Landlord's sole cost and expense, promptly after the date of the execution and delivery hereof.

28. RIGHT OF FIRST REFUSAL. Landlord grants to Tenant the right of first refusal to purchase the Premises from Landlord as follows:

a. In the event Landlord desires to sell the Premises, Landlord shall provide prompt written notice (such notice shall be referred to in this
Section 28 as the "Notice") of that desire to Tenant prior to soliciting any offers for purchase. Tenant shall have the right, but not the obligation, within thirty (30) days after receipt of the Notice, to purchase the Premises on the terms and conditions contained in this Section 28 ("Purchase Option").

In the event Tenant desires to purchase the Premises, it must provide written notice of that election to Landlord within said thirty (30) day period after the receipt of the Notice. Non-delivery of written acceptance by Tenant within the thirty (30) day period shall be conclusive of the fact that Tenant chooses not to purchase the Premises.

The written notice shall specify a closing date which shall be no more than one hundred and eighty (180) days after the date of the written notice. Upon the timely exercise of the Purchase Option by Tenant, this Lease, together with the notice from Tenant exercising the Purchase Option, shall also be deemed to be an agreement of sale and purchase between Landlord and Tenant with respect to the Premises without the necessity of any further act or agreement; provided, however, that, pending the consummation of closing for such purchase and sale, this Lease will nevertheless also remain in full force and effect, as a lease, and Tenant will remain obligated to perform all of its obligations under this Lease, including without limitation the obligation to pay rent. Closing on the sale and purchase of the Premises pursuant to this Section 28 shall be held at the offices of the Tenant's counsel. If this Lease shall have been terminated or shall have expired prior to the closing of the sale or prior to the delivery of the Notice by Landlord to Tenant, then the parties shall enter into a customary and reasonable agreement of sale for the Premises incorporating the terms and conditions set forth in this Section 28.

b. The purchase price ("Purchase Price") for the Premises shall be the fair market value as of the date of the written notice of the exercise of the Purchase Option and shall be paid at closing by wire transfer of immediately available funds to an account designated by Landlord.

If Landlord and Tenant are unable to agree between themselves on the fair market value of the Premises within twenty (20) days following the exercise of the Purchase Option, then Landlord and Tenant shall agree upon the selection of a qualified appraiser who shall determine the fair market value. The determination of the appraiser shall be binding on the parties. If Landlord and Tenant are unable to agree upon the selection of an appraiser within ten (10) days after the expiration of such twenty day period, then the fair market value shall be determined by two appraisers, one to be chosen by each of the Landlord and Tenant. If either party fails to select an appraiser as required within five
(5) days, the appraiser chosen by the other party shall determine the fair market value. The fair market value as determined by the sole appraiser, or the average of the fair market values as determined by each of the two appraisers, as the case may be, shall be final and binding on the parties. The costs and expenses of the appraiser(s), shall be borne equally by each of Landlord and Tenant.

c. Title to the Premises shall be conveyed by special warranty deed and shall be insurable as good and marketable by a reputable title insurance company authorized to transact business in the Commonwealth of Massachusetts pursuant to an ALTA (or successor organization's) standard form of Owner's Policy of Title Insurance then in use in Massachusetts, subject to the standard exceptions thereof. If Landlord is unable to convey title to the Premises to Tenant at the closing in accordance with the requirements of this
Section 28.c, Tenant shall have the option (i) of taking such title as Landlord is able to convey with abatement of the Purchase Price in the amount of any fixed or ascertainable liens upon the Premises which are not otherwise the obligation of Tenant to discharge under this Lease, or (ii) of terminating Tenant's obligations under this Section 28 only and upon exercise of such termination right, this Section 28 shall be null and void and neither party shall have any obligations under this Section 28, although the remaining terms and conditions of this Lease shall remain in full force and effect as if the Purchase Option had not been exercised.

d. At closing and as part thereof, rents and other sums payable by Tenant under this Lease shall be apportioned between the parties on a per diem

basis as of the date of closing. All rents and other sums which have accrued through the date of closing shall also be paid at closing. All rent and other sums which have been prepaid for periods after closing shall also be so apportioned and credited on the account of the Purchase Price. All real estate transfer taxes payable in connection with the sale and purchase of the Premises shall be paid by Landlord.

e. The sale and purchase of the Premises shall be made on an "as is", "where is" basis and without any representations or warranties whatsoever being made by Landlord, except as specifically set forth in this Section 28.

f. If at any time following the exercise by Tenant of the Purchase Option and before closing thereunder any portion of the Premises is destroyed or damaged as a result of fire or other casualty, the rights and obligations of the parties under this Section 28 shall not be affected thereby; provided, however, that if Tenant would otherwise have the right under this Lease to terminate this Lease as a result thereof, Tenant shall also have the right, upon exercise of its right to terminate this Lease, to terminate the Purchase Option.

g. Landlord states to Tenant that the current zoning classification of the Premises under the zoning code of the jurisdiction in which the Premises are located is Industrial A, and that the use of the Premises for the conduct of a metal fabrication business as conducted by Tenant prior to the date hereof is permitted under such zoning classification, and that Landlord has received no written notices from any governmental authority having jurisdiction of any uncorrected violation of applicable housing, building, safety or fire ordinances with respect to the Premises.

h. The parties represent and warrant to each other that neither has dealt with any broker, finder or other intermediary in connection with the sale contemplated by this Section 28, and each agrees to indemnify, defend and hold the other harmless from all claims, demands, causes of action, liabilities and expenses (including attorneys fees) arising from any claims for commissions made by any broker, finder or other intermediary claiming through the indemnifying party. The provisions of this subsection shall survive closing on the purchase

and sale of the Premises.

i. Tenant shall have the right, without Landlord's consent, to assign all or a portion of the Purchase Option to an Affiliate (or a combination of Affiliates) or a Successor of Tenant. For purposes hereof, an "Affiliate" or "Successor" of Tenant is an entity controlling, under common control with or controlled by Tenant, including an entity resulting from a merger or consolidation by Tenant.

j. The rights of first refusal granted to Tenant in this
Section 28 shall be effective during the initial term hereof as well as during any five year Extension Option thereof and shall remain effective for a two year period following the expiration or termination of this Lease for any reason whatsoever.

29. QUIET ENJOYMENT.

Tenant shall peaceably and quietly hold and enjoy the Premises for the term, without hindrance or molestation from Landlord, or anyone claiming by through or under Landlord, under and subject to the terms and conditions of this Lease.

30. MISCELLANEOUS.

(a) The headings preceding each section of this Lease are for convenience of reference only and shall not affect the construction or meaning of the provisions hereof.

(b) If any of the provisions of this Lease, or the application thereof to any person or circumstance, shall be determined to be invalid or unenforceable, the parties shall execute an amendment to this Lease incorporating a lawful clause with similar economic consequences so that the respective rights and obligations of the parties shall be maintained. Further, the remainder of this Lease, or the application of any such provision to persons or circumstances other than those to whom or for which such provision was determined to be invalid or unenforceable, shall not be affected by such amendment, and shall be valid and enforceable to the fullest extent permitted by law.

(c) No payment by Tenant or receipt by Landlord of a lesser amount than the correct rent or additional rent due hereunder shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence an accord an satisfaction, and Landlord may accept such check for payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law provided.

(d) This Lease shall be governed in all respects by the Commonwealth of Massachusetts.

(e) This Lease shall inure to and be binding on the parties hereto, and their respective heirs, successors and assigns (but no rights shall inure to the benefit of any assignee of Tenant, except a Successor or Affiliate, unless Landlord has consented to the assignment, as required under Section 18).

(f) This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Lease shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all the parties reflected herein as the signatories.

IN WITNESS WHEREOF, Landlord and Tenant have caused their duly authorized representatives to execute this Lease the day and year first above written.

LANDLORD:

JAD ASSOCIATES, LLC, a
Pennsylvania limited liability company

By: /S/ DAVID W. MENARD
------------------------
   David W. Menard, Member


By: /S/ JACQUELINE J. MENARD
------------------------
   Jacqueline J. Menard,
   Member

TENANT:

J.M. AHLE CO., INC. d/b/a
WHALING CITY IRON, CO.

By: /S/ DAVID W. MENARD
------------------------
   David W. Menard, Chairman

                                      Rent

Initial Term:                     For each year of the initial term, at the rate
                                  of $45,000.00 per year.

Extension Period:                 For each  year of any  extension  term,  at an
                                  annual  rate  equal to (i)  $45,000.00,  times
                                  (ii) a fraction, the numerator of which is the
                                  "Index" (hereinafter defined) for the calendar
                                  month  immediately  preceding the commencement
                                  of the extension  term, and the denominator of
                                  which  in the  Index  for the  calendar  month
                                  immediately preceding the Commencement Date of
                                  the   initial   term.   On   or   before   the
                                  commencement of any extension  term,  Landlord
                                  shall  compute and shall give  Tenant  written
                                  notice of the annual rent therefor.

As used herein, the "Index" shall mean the Consumer Price Index published by the United States Department of Labor Bureau of Labor Statistics, All Urban Consumer (CPI-U), U.S. City Average, All Items (1982-1984 = 100), or such successor index as most closely thereto reflects changes in the cost of living.