NET COMMERCIAL LEASE CONTRACT

 NET COMMERCIAL LEASE CONTRACT

     THIS LEASE,  made this 30th day of January,  1996, by and between KNOXVILLE
INDUSTRIAL GROUP,  LTD., A TENNESSEE  LIMITED  PARTNERSHIP  (hereinafter  called
"Landlord); BETHLEHEM ADVANCED MATERIALS CORPORATION, A PENNSYLVANIA CORPORATION
(hereinafter called "Tenant");  THE STANFIELD YORK COMPANY,  (hereinafter called
"Agent"); and THE BETHLEHEM CORPORATION, A PENNSYLVANIA CORPORATION (hereinafter
called "Guarantor").

                                   WITNESSETH:

1. PREMISES:  The Landlord, for and in consideration of the rents, covenants and
stipulations hereinafter mentioned, provided for and contained, to be paid, dept
and performed by the Tenant, has leased and rented, and by these presents leases
and rents,  unto the said Tenant,  and said Tenant  hereby leases and takes upon
the terms and  conditions  which  hereinafter  appear,  the following  described
property (hereinafter called "Premises), to wit:

A 33,600 square foot  office/warehouse  situated on approximately 2.36 acres and
being known as 10536  Lexington  Drive,  Knoxville,  Tennessee  37932,  and more
particularly  shown on  collective  Exhibit "A" marked "Legal  Description"  and
"Plat".

No  easement  for  light  or air is  included  in the  Premises.  This  Lease is
conditioned  on and subject to the  termination  of the existing Net  Commercial
Lease dated July 21, 1993, from Landlord to Third Millennium Technologies, Inc.,
as assigned on March 17, 1995, to AlliedSignal,  Inc.,  Aircraft Landing Systems
("Prior Lease").

2. TERM:  The Tenant  shall have and hold the  Premises  for an initial  term of
sixty (60) months  beginning as of October 1, 1995,  and ending on September 30,
2000, at midnight,  unless sooner  terminated as  hereinafter  provided.  Tenant
shall  further  have two (2) option  terms of three (3) years each.  Said option
terms shall be upon the terms and conditions  hereof,  including the annual rent
increase hereafter  specified.  Tenant shall give Landlord written notice of the
exercise of any option term at least ninety (90) days prior to the expiration of
the then  applicable  term,  with time  being of the  essence.  "Term,"  as used
herein,  shall refer to said initial term and, to the extent properly exercised,
any option terms.

3. RENTAL:  Tenant  agrees to pay Landlord,  by payments to The  Stanfield  York
Company,  Agent of Landlord,  who negotiated  this lease,  at office of Agent in
Atlanta, Georgia, an annual rental of $99,809.52, payable in monthly payments of
$8,317.46,  promptly on the first day of each month, in advance, without demand,
during  the term of this  lease.  The  parties  acknowledge  that  the  October,
November,  and December,  1995, and January, 1996, rents have been paid prior to
the execution  hereof;  the first payment shall  therefore be due and payable on
February 1, 1996.  Said annual rent shall  increase  each year by three  percent
(3%) over the prior  year's  rent  hereunder.  All other  amounts  and  payments
required to be made by Tenant  hereunder,  whether to Landlord or a third party,
shall also be deemed rent due hereunder.

4. SECURITY  DEPOSIT:  Tenant agrees to deposit the sum of SEVEN  THOUSAND EIGHT
HUNDRED FORTY AND No/100 DOLLARS  ($7,840.00) with Landlord,  which sum shall be
retained  by  Landlord  as  security  for the payment by Tenant of the rents and
other  expenses  herein  agreed  to be paid  by  Tenant  and  for  the  faithful
performance  by Tenant of Tenant's  other  obligations  under this Lease.  It is
agreed that Landlord,  at Landlord's  option,  may at any time apply said sum or
only part thereof towards the payment of the rents and all other sums payable by
Tenant  under this  Lease,  and  towards  the  performance  of each and every of
Tenant's  obligations  under  this  Lease,  but such  obligations  and  Tenant's
liability shall be

discharged only to that extent, and T Tenant shall remain liable for any amounts
that such sum shall be  insufficient  to pay;  that Landlord may exhaust any and
all rights and  remedies  against  Tenant  bet`ore  resorting  to said sum,  but
nothing herein  contained shall be deemed to require  Landlord so to do That, in
the event this deposit  shall not be utilized for any such  purposes,  then such
deposit  shall be  returned  by  Landlord  to Tenant  within  30 days  after the
expiration  of the term of this  Lease,  or when Tenant  vacates  the  Premises,
whichever shall later occur

5.  AGENT'S  COMMISSION:  Agent has  rendered  Landlord  a  valuable  service by
assisting in the creation of the Landlord-Tenant relationship hereunder For this
reason,  Agent is made a party to this Lease and is given a special  lien on the
interest of the Landlord in the Premises in order to enable Agent to enforce its
commission  rights against the Premises The commission to be paid in conjunction
with the creation of the aforesaid  Landlord-Tenant  relationship  by this Lease
has been negotiated  between  Landlord and Agent,  and Landlord hereby agrees to
pay Agent,  as compensation  t`or Agent's  services in procuring this L,case and
creating the  aforesaid  Landlord-Tenant  relationship,  as follows five percent
(5%) of rents as collected

If the Tenant becomes a tenant at will or at sufferance pursuant to Paragraph 26
hereof,  or if the term of the Lease is  extended or if this Lease is renewed or
if a new lease is entered into between  Landlord and Tenant  covering either the
Premises or any part thereof, or covering any other premises as an expansion of,
addition  to, or  substitution  for the  Premises,  regardless  of whether  such
Premises are located adjacent to, or in the vicinity of, the Premises, Landlord,
in   consideration   of  Agent's   having   assisted  in  the  creation  of  the
Landlord-Tenant relationship, agrees to pay Agent Additional Commissions, as set
forth below;  it being the intention of the parties that Agent shall continue to
be compensated so long as the parties hereto,  their  successors  and/or assigns
continue the  relationship of Landlord and Tenant which initially  resulted from
the efforts of Agent, whether relative to the Premises or any expansion thereof,
or addition thereto or substitution therefore, or relative to any other premises
leased by Landlord to Tenant from time to time,  whether the rental therefore is
paid  under  this  Lease or  otherwise  five  percent  (5%) of  rents  collected
Landlord,  with the  consent of Tenant,  hereby  authorizes  Agent to deduct its
commission from each rental payment it collects from Tenant.

Agent agrees that, in the event Landlord sells the Premises, and upon Landlord's
furnishing  Agent with an  agreement  signed by  Purchaser  assuring  Landlord's
obligations to Agent under this Lease, Agent will release original Landlord from
any further obligations to Agent hereunder.  Tenant agrees that if this Lease is
assigned  by  him,  he  will  secure  from  assignee  an  agreement  in  writing
recognizing the assignment of the commissions  owed to Agent and agreeing to pay
rental to Agent  during the  continuation  of the  Landlord-Tenant  relationship
between or among said assignee, its successors and/or assigns, and Landlord, its
successors  and/or  assigns,  whether  relative to the Premises or any expansion
thereof or substitution  therefore,  or relative to any other property leased by
Landlord to Tenant from time to time,  whether  rental  therefore  is paid under
this Lease or otherwise.  In the event that the Premises are condemned,  or sold
under threat of and in lieu of condemnation, Agent shall, on the dale of receipt
by  Landlord  of the  condemnation  award  or sale  proceeds,  be  paid  Agent's
commission, reduced to its present cash value at the then existing legal rate of
interest,  which would  otherwise be due to the end of the term  contracted  for
under  Paragraph 2 above.  Nothing in this paragraph shall be deemed to create a
direct  obligation  from Tenant to Agent nor shall Tenant have any  liability or
responsibility  whatsoever  to Agent for payment of  commissions  or  otherwise,
other than to pay the monthly rent (to which Agent is entitled to a share

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or  portion),  with said rent to be paid  pursuant to  Paragraph 3 of this Lease
Agreement.

6. PURCHASE OF PROPERTY BY TENANT:  In the event that Tenant  acquires  title to
the Premises or any part  thereof,  or any other  premises as an  expansion  of,
addition to, or  substitution  for the Premises,  at any time during the term of
this Lease or any extension or renewal  thereof,  or within six months after the
expiration  of the term hereof or the extended term hereof,  the Landlord  shall
pay  Agent a  commission  on the  sale of the  Premises  in lieu of any  further
commissions  which  otherwise  would  have  been  due  under  this l ease.  Such
commission,  as  negotiated  between  parties,  is to be six percent (6%) of the
purchase  price.  Nothing in this  paragraph  shall be deemed to create a direct
obligation  from  Tenant  to  Agent  nor  shall  Tenant  have any  liability  or
responsibility  whatsoever  to Agent for payment of  commissions  or  otherwise,
other than to pay the  monthly  rent (to which  Agent is  entitled to a share or
portion),  with said  rent to be paid  pursuant  to  Paragraph  3 of this  Lease
Agreement.

7. UTILITY BILLS: Tenant shall pay all utility bills, including, but not limited
to,  water,  sewer,  gas,  electricity,  fuel,  light,  and heat bills,  for the
Premises,  and Tenant shall pay all charges for garbage  collection  services or
other sanitary services rendered to the Premises or used by Tenant in connection
therewith.  If Tenant  fails to pay any of said  utility  bills or  charges  for
garbage  collection or other sanitary  services,  Landlord may pay the same, and
such  payment  shall be added to and become part of the next rental  payment due
under this Lease.

8.  USE OF  PREMISES:  The  Premises  shall  be  used  to  design,  manufacture,
demonstrate,  and  distribute  high  temperature  industrial  furnaces  or other
products/services  of Tenant  purposes and no other.  The Premises  shall not be
used for any  illegal  purposes,  nor in any  manner to create any  nuisance  or
trespass,  nor in any manner to vitiate the  insurance  or increase  the rate of
insurance on Premises.  Tenant  further agrees that its use and occupancy of the
Premises will be in full conformity with all applicable federal, state and local
laws,  regulations and ordinances.  Tenant expressly covenants and agrees not to
manufacture, store, use, sell or dispose of any hazardous or toxic substances on
the Premises,  into any septic tank, sanitary sewer, or storm drain which serves
the Premises,  or into any swale or drainage ditch on or bordering the Premises,
except that  materials  (i) for which  Tenant has all  applicable  and  required
governmental  permits  and  approvals  and (ii)  which are  consistent  with and
normally used in the business of Tenant  described above, may be stored and used
on the Premises by Tenant in the ordinary course of its business; copies of such
permits and approvals  shall be provided to Landlord prior to any storage or use
thereof.  Tenant further expressly  covenants that all of its activities will be
in strict conformity with all  environmental  laws.  "Environmental  laws" shall
mean any and all laws,  statutes,  ordinances,  rules,  regulations,  orders, or
determinations  of  any  governmental  authority  pertaining  to  health  or the
environment in effect for the Premises, including, without limitation, the Clean
Air Act, the Comprehensive  Environment Response  Compensation and Liability Act
of 1980  ("CERCLA"),  the  Federal  Water  Pollution  Control  Act of 1970,  the
Resource  Conservation  and Recovery Act of 1976  ("RCRA"),  the Sat`e  Drinking
Water Act, the Toxic  Substances  Control Act,  and the  Reauthorization  Act of
1986, all as amended. Tenant agrees to indemnify and hold Landlord harmless from
any  notice,   claim,  demand,  or  suit  seeking  remediation  of  any  claimed
environmental damage, or seeking any form of damages or penalty,  arising out of
or  resulting  from or in any way  relating  to  Tenant's  use of the  Premises,
including the cost, expenses and attorney's tees which Landlord may incur in the
investigation  and defense of any such claim. The Indemnity  Agreement set forth
in this Paragraph shall survive the expiration,  termination, or cancellation of
this Lease. Tenant expressly waives any statute of limitations which might

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otherwise be  applicable  to any claim for  indemnification  arising  under this
Paragraph.

9.  ABANDONMENT  OF THE  PREMISES:  Tenant  agrees  not to abandon or vacate the
Premises  during the period of this Lease and agrees to use the Premises for the
purposes herein leased until the expiration hereof.

10. LANDLORD'S  RESPONSIBILITY FOR MAINTENANCE AND REPAIRS:  Tenant acknowledges
that  Landlord  replaced the roof to the building  portion of the  Premises.  It
shall be Landlord's responsibility to maintain the exterior roof, the structural
integrity of the exterior walls, and the structural foundation of said building,
except that any  maintenance or corrective  work caused by any  modification  or
alteration performed by Tenant shall be Tenant's responsibility. Landlord agrees
pursuant to the Americans with  Disabilities Act of 1990 ("ADA") to eliminate on
an as needed basis architectural and communications barriers that are structural
in nature  in the said  building  where  such  removal  is  readily  achievable.
Landlord  further  agrees at its expense to perform any  structural  work to the
roof, exterior walls and/or foundation that is required by any federal, state or
local  governmental  agency or  authority  and which  does not  result  from the
actions  of the  tenants  under  the  Prior  Lease or the  actions  of Tenant or
Tenants' business and the conduct thereof.  Landlord shall not be liable for any
damages or loss resulting from any failure to comply with the provisions of this
paragraph  until after  written  notice to  Landlord of any breach  hereof and a
reasonable period of time for Landlord to cure any such breach.

11. TENANT'S  RESPONSIBILITIES  FOR REPAIR,  ALTERATION,  AND  MAINTENANCE:  The
parties  acknowledge that Tenant's  predecessor made certain  alterations to the
Premises,  including the construction of a high temperature  industrial electric
furnace on the Premises, which required elevating the roof above one bay some 20
feet above the  existing  roof of the  building,  and  removing a portion of the
flooring in the  building  and  constructed  a basement or pit for the  furnace.
Tenant agrees to obtain all permits and to fully comply with all federal, state,
and local  governmental  requirements  relating to the  operation and use of the
Premises,  including OSHA regulations, and all applicable environmental laws and
regulations.  Tenant  accepts  responsibility  for complying  with ADA standards
applicable as a result of any government funds used by Tenant, or as a result of
any sales made by Tenant to the government (whether directly or indirectly),  or
as a result of Tenant or Sub-Tenant  using the Premises,  or any part subject to
ADA or in a manner  which  causes it to be  deemed  thereof,  in a manner  which
causes it to be deemed a public  accommodation within the meaning of ADA. Tenant
will  make no  alterations,  additions  or  improvements  in or to the  Premises
without the written  consent of Landlord.  At the expiration of the term of this
Lease, and any extension thereto,  or Upon the termination of this Lease, Tenant
agrees to  remove  the high  temperature  industrial  furnace  and  restore  the
Premises to their condition as of July, 1993,  including the removal of the pit,
and the restoration of the roof, floor, walls, ceiling, fixtures, and utilities.
Tenant shall have no authority,  express or implied, to create or place any lien
or encumbrance of any kind or nature whatsoever upon the Premises, or to bind in
any manner,  the interest of Landlord in the  Premises and the Tenant  covenants
and agrees that it will pay or cause to be paid all sums legally due and payable
by it on account of any labor  performed  or materials  furnished in  connection
with any work  performed on the Premises for which any lien is or can be validly
and legally asserted,  and that it will save and hold Landlord harmless from any
and all loss, cost or expense,  including attorney's fees and court costs, based
upon or arising out of asserted  claims or liens  against the rights,  title and
interest  of the  Landlord  in the  Premises  or under the terms of this  Lease.
Tenant  further  agrees to bond or pay  every  such lien  asserted  against  the
Premises, or Landlord's interest therein, within 30

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days of the date said lien attaches to the premises and/or Landlord's  property.
Within sixty (60) days of the date hereof,  Tenant  agrees to paint the exterior
of the  building,  replace  the  carpet in the  interior  office  space with new
carpet,  tile or linoleum,  and pump the septic tank which serves the  building.
The color,  design,  and quality of the  materials  to be approved by  Landlord.
Tenant  agrees to maintain the HVAC system and all other systems and portions of
the building including windows, screens, awnings, doors, walls, pipes, plumbing,
electrical wiring and systems, fixtures,  appurtenances,  and grounds around the
building including the grass,  shrubs and landscaping.  All glass, both interior
and  exterior,  is at the sole risk of Tenant and Tenant  agrees to replace,  at
Tenant's own expense, any glass broken during the teem of this Lease.  Provided,
however,  that Tenant shall not be obligated to bond or to pay any lien asserted
against  it,  unless  said  lien  constitutes  a cloud on the  title  to  and/or
encumbrance  against the  Premises.  Any general  lien against  tenant,  whether
consensual or otherwise,  shall not constitute a violation of this Paragraph 11,
and Tenant shall be free to place liens,  or permit liens to be placed,  against
its  personal  property,  furnaces,  machinery,  equipment  and  other  personal
property  located at the Premises,  and Tenant shall not, in connection with any
such liens, be required to bond off any such lien or satisfy it, as Tenant would
otherwise  be  required  under  Paragraph  11 in  connection  with  any  lien or
encumbrance created by Tenant against the Premises.

12. PROPERTY TAXES: Tenant shall pay upon demand as additional rental during the
term of this Lease or any extension or renewal  thereof,  all taxes  (including,
but not  limited  to,  ad  valorem  taxes,  special  assessments  and any  other
governmental  charges)  on the  Premises  for each tax  year.  In the  event the
Premises are less than the entire property  assessed for such taxes for any such
tax year,  then the tax for any such year  applicable  to the Premises  shall be
determined by proration on an equitable  basis  according to the ratio the value
the leased  property and  improvements  bears to the total value of the assessed
tax parcel or parcels of which the Premises are a part. If the final year of the
lease term fails to coincide with the tax year,  then any taxes for the tax year
during which the term ends shall be reduced by the prorata part of such tax year
beyond the lease term. If such taxes for the year in which the Lease  terminates
are not ascertainable before payment of the last month's rental, then the amount
of such taxes  assessed  against the property for the previous tax year shall be
used as a basis of  determining  the prorata share to be paid by Tenant for that
portion of the last lease year.  Tenant's  portion of taxes, as provided herein,
shall be payable  within fifteen (15) days after receipt of notice from Landlord
or Agent as to the amount  due,  plus  copies of the  pertinent  tax bills.  The
Agent's  commission shall not apply to any such additional rental resulting from
the  provisions  of this  Paragraph  unless  billing and  collection  thereof is
handled by Agent at the request of the Landlord.

13. PROPERTY  INSURANCE:  Tenant  covenants and agrees that it will at all times
during the term of this Lease and at its own cost and expense  keep, or cause to
be kept, the Premises insured by good and responsible insurance companies, which
companies  shall be  acceptable to Landlord and to the holder to any mortgage or
deed of  trust  affecting  the  Premises  to  which  Landlord  is a  party,  for
protection  against  damage or  destruction  by fire and other  perils  embraced
within  the  term  "extended  coverage"  in an  amount  not  less  than the full
insurable  value for the  improvements,  but in no event less than Seven Hundred
Fifty  Thousand  and  No/100  Dollars   ($750,000.00)   with   replacement  cost
endorsement.  The Tenant will  promptly  pay or cause to be paid the premiums on
all such  insurance on or before the due date thereof;  and Tenant shall provide
Landlord  with paid  receipts  or such other  proof of  payment as Tenant  shall
require.  Certificates  representing  all policies and renewals and replacements
thereof  shall be deposited  with and held by  Landlord.  Each such policy shall
name  Landlord,  Landlord's  mortgagee,  or  Landlord's  agent,  if  any,  as an
additional insured

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party as their respective  interests may appear,  and shall contain an agreement
by the issuer thereof providing that such policy shall not be modified,  amended
or canceled  without at least thirty (30) days prior written notice to Landlord.
Said  policy of  insurance  may be in the form of  general  coverage  or floater
policy  covering these and other  premises  provided that Landlord or Landlord's
mortgagee, if any, is therein specifically covered. Landlord shall not be liable
for any damage to  fixtures  or  merchandise  of Tenant  caused by fire or other
insurable hazards, and Tenant does hereby expressly release Landlord of and from
all liability for such damages unless caused by Landlord's negligence or willful
conduct.  In the event Tenant fails to maintain the  insurance in full force and
effect,  Landlord,  at its option,  may obtain insurance coverage in which event
Tenant  agrees to promptly  reimburse  the cost of said  coverage as  additional
rent.

14. DESTRUCTION OF OR DAMAGE TO PREMISES:  If the Premises are totally destroyed
by storm,  fire,  lightning,  earthquake  or other  casualty,  this Lease  shall
terminate as of the date of such destruction,  and rental shall, unless the loss
is caused by Tenant,  terminate as of that date. If the Premises are damaged but
not wholly destroyed by any such casualties, rent shall abate in such proportion
as use of the Premises has been destroyed,  and, provided  sufficient  insurance
proceeds are available, Landlord shall restore the Premises to substantially the
same  condition as before damage as speedily as is  practicable,  whereupon full
rental shall recommence,  provided, however, that within thirty (30) days of the
occurrence of any such  casualty,  Landlord  shall  provide  Tenant with written
notification of its intent to either restore the Premises,  or to not do so (due
to insufficiency of insurance  proceeds)  whereupon Tenant shall have the right,
to be exercised at its option and discretion,  to terminate the Lease on written
notice to the Landlord.

15. INDEMNITY: Tenant agrees to indemnify and hold Landlord and Landlord's agent
harmless  from all claims for damages to persons or property  (including  claims
for wrongful death, and including claims by Tenant's  employees and invitees) by
reason of Tenant's use or occupancy of the Premises and all expenses incurred by
Landlord arising out of or resulting  therefrom,  including  attorney's fees and
court costs.  Supplementing the foregoing and in addition thereto, Tenant shall,
during  the term of this Lease and any  extension  or  renewal  thereof,  and at
Tenant's  expense,  maintain  in full  force and  effect  comprehensive  general
liability  insurance with limits of $1,000,000.00  per person and  $2,000,000.00
per accident,  and property damage limits of $500,000.00  which insurance policy
shall name Landlord and agent as additional insureds under the policy, and shall
contain a clause expressly waiving any right of the insurer to subrogate against
Landlord.  Prior  to the  commencement  of the term of this  Lease,  and at each
insurance  policy  anniversary,   Tenant  agrees  to  furnish  Landlord  with  a
certificate  of  insurance  which shall show the waiver of  subrogation  and the
endorsement  required hereby.  Such certificate shall provide that Landlord will
be given thirty (30) days written notice prior to  cancellation or expiration of
the  insurance  evidenced  thereby.  In the event  Tenant  fails to maintain the
insurance  in full  force  and  effect,  Landlord,  at its  option,  may  obtain
insurance  coverage in which event Tenant agrees to promptly  reimburse the cost
of said coverage as additional rent.

Landlord shall  indemnify and hold Tenant harmless from any claims for damage to
person or property resulting from Landlord's  negligent or willful misconduct in
connection  with the Premises.  Landlord  shall carry  liability  insurance with
regard  to the  Premises  and  shall  provide  certificates  thereof  t`rom  the
insurance  company to Tenant  upon the  execution  hereof and upon each  renewal
thereof;  such certificates  shall reflect waiver of subrogation and provide for
thirty (30) days written notice prior to cancellation.

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16. CONDEMNATION:  If the whole of the Premises, or such portion thereof as will
make the Premises  unusable for the purposes herein leased,  be condemned by any
legally constituted  authority for any public use or purpose,  then in either of
said events,  the term hereby granted shall cease from the date when  possession
thereof is taken by public  authorities,  and rental shall  terminate as of said
date. Otherwise,  in the event of such condemnation,  rent hereunder shall abate
in  such  proportion  as the  use of  the  Premises  has  been  destroyed.  Such
termination,  however,  shall be  without  prejudice  to the  rights  of  either
Landlord or Tenant to recover  compensation  and damage  caused by  condemnation
from the condemner.  It is further understood and agreed that neither the Tenant
nor  Landlord  shall  have any  rights  in any  award  made to the  other by any
condemnation  authority  notwithstanding  the termination of the Lease as herein
provided. Landlord agrees to pay to Agent, from the award made to Landlord under
condemnation,  the balance of lease  commissions,  reduced to then  present cash
value,  as provided in  Paragraph 5 hereof,  and Agent may become a party to the
condemnation  proceeding  for the  purpose of  enforcing  its rights  under this
Paragraph. In the event eminent domain or condemnation proceedings take place as
a result of which all of the Premises is taken by public body or  authority,  or
such that Tenant can no longer  utilize the Premises to  reasonably  conduct its
business activities,  then Tenant shall have the right to terminate the Lease on
ninety (90) days' prior  written  notice to  Landlord,  so Tenant can vacate the
Premises  and move to another  location  without  substantially  disrupting  its
business.  Provided further, Tenant's obligation to pay Rent shall only continue
up until the point in time when the Lease  terminates  pursuant to this  written
notification,  and not up until  the point in time  when the  condemning  public
authority/agency actually takes possession of the Premises.

17.  ASSIGNMENT AND SUBLETTING:  Tenant may sublease portions of the Premises to
others provided such sublessee's operation is a part of the general operation of
Tenant and is under the  supervision  and control of Tenant,  and provided  such
operation is within the purposes under Paragraph 8 hereof. Except as provided in
the preceding  sentence,  Tenant shall not, without the prior written consent of
Landlord endorsed hereon, assign this Lease or any interest hereunder, or sublet
the Premises or any part thereof, or permit the use of the Premises by any party
other than Tenant. Said consent shall not be unreasonably  withheld.  Consent to
any  assignment  or  sublease  shall not impair  this  provision,  and all later
assignments  or  subleases  shall be made  likewise  only on the  prior  written
consent to Landlord.  Assignee of Tenant,  at option of  Landlord,  shall become
directly  liable to Landlord for all  obligations  of Tenant  hereunder,  but no
sublease  or  assignment  by  Tenant  shall  relieve  Tenant  of  any  liability
hereunder.

18.  REMOVAL OF FIXTURES:  Tenant may,  prior to the expiration of this Lease or
any extension or renewal thereof; remove all fixtures and equipment which he has
placed in the Premises, provided Tenant is not in default hereunder and provided
Tenant repairs all damage to the Premises caused by such removal.

19. EVENTS OF DEFAULT:  The happening of any one or more of the following events
(hereinafter  any one of which may be  referred  to as an  "Event  of  Default")
during  the term of this  Lease  or any  extension  or  renewal  thereof,  shall
constitute a breach of this Lease on the part of the Tenant: (a) Tenant fails to
pay the rent as  provided  for  herein;  (b)  Tenant  abandons  or  vacates  the
Premises;  (c) Tenant  fails to comply  with or abide by and  perform  any other
obligation  imposed  upon  Tenant  under this Lease;  (d) Tenant is  adjudicated
bankrupt;  (e) a permanent  receiver is appointed for Tenant's property and such
receiver  is not  removed  within  sixty (60) days  after  written  notice  from
Landlord to Tenant to obtain such removal;  (f) Tenant,  either  voluntarily  or
involuntarily,  takes  advantage  of any  debtor  relief  proceedings  under any
present or future law, whereby the rent or any part

                                       -7-

thereof is, or is  proposed  to be,  reduced or payment  thereof  deferred;  (g)
Tenant makes an assignment for benefit of creditors; or (h) Tenant's effects are
levied upon or attached under process against Tenant,  which is not satisfied or
dissolved  within thirty (30) days after written  notice from Landlord to Tenant
to obtain satisfaction thereof.

20. REMEDIES UPON DEFAULT: Upon the occurrence of any Event of Default, Landlord
may  pursue  any  one  or  more  of  the  following   remedies,   separately  or
concurrently,  with any notice (except as specifically provided hereinafter) and
without prejudice to any other remedy herein provided or provided by law;

(a) If the Event of Default involves  nonpayment of rental,  and Tenant fails to
cure such default  within ten (10) days after receipt of written  notice thereof
from Landlord,  or (b) if the Event of Default  involves a default in performing
any of the terms or  provisions  of the Lease  other than the payment of rental,
and Tenant fails to cure such default  within thirty (30) days after the receipt
of written notice thereof from Landlord, or (c) if the Event of Default involves
any matter other than those set forth in items (a) and (b) of this Paragraph 20,
and Tenant fails to cure such default  within thirty (30) days after the receipt
of written notice thereof from Landlord,  the upon the happening of (a), (b), or
(c) the Landlord may  immediately  terminate this Lease by giving written notice
to Tenant,  and upon such  termination,  shall be entitled  to recover  from the
Tenant  damages  in an amount  equal to all  rental  which is then due and which
would  otherwise have become due throughout the remaining term of this Lease, or
any renewal or extension thereof (as if this Lease had not been terminated);  or
(d) Upon any Event of Default,  Landlord  may give to Tenant  written  notice of
such default and advise  Tenant that unless such default is cured within  thirty
(30) days after receipt of such notice,  the entire amount of the rental for the
reminder of the term of this Lease, or any renewal or extension  thereof,  shall
immediately  become due and payable upon the  expiration  of the thirty (30) day
period, and thereafter, unless such default is cured within said thirty (30) day
period,  the entire amount of said rental shall thereupon become immediately due
and payable without further notice to Tenant;  or (e) Upon any Event of Default,
Landlord,  as Tenant's agent,  without terminating this Lease may enter upon and
rent  the  Premises,  in  whole  or in  part at the  best  price  obtainable  by
reasonable effort, without advertisement and by private negotiations and for any
term  Landlord  deems  proper,  with Tenant  being  liable to  Landlord  for the
deficiency,  if any,  between  tenant's rent hereunder and the price obtained by
Landlord on reletting;  provided, however, that Landlord shall not be considered
to be under any duty by reason of this  provision to take any action to mitigate
damages by reason of Tenant's default.

21. EXTERIOR  SIGNS:  Tenant shall place no Signs upon the outside walls or roof
of the Premises  except with the written  consent of the Landlord.  Said consent
shall not be unreasonably  withheld. Any and all signs placed on the Premises by
Tenant shall be maintained in compliance  with rules and  regulations  governing
such Signs,  and the Tenant  shall be  responsible  to  Landlord  for any damage
caused by  installation,  use, or  maintenance of said signs.  Tenant,  Upon the
expiration of this l,ease or any extension or renewal thereof, shall remove said
signs and agrees  upon  removal of said signs to repair all damage  incident  to
such removal.

22. ENTRY FOR CARDING,  ETC.:  Landlord may card the Premises "For Rent" or "For
Sale" ninety (90) days before the termination of this lease.  Landlord may enter
the Premises at reasonable  hours to exhibit same to  prospective  purchasers or
tenants and to make repairs to Landlord's adjoining property, if any.

23. EFFECT OF  TERMINATION  OF LEASE:  No termination of this Lease prior to the
normal ending thereof, by lapse of time or otherwise,

                                       -8-

shall  affect  Landlord's  right  to  collect  rent  for  the  period  prior  to
termination thereof.

24.  MORTGAGEE'S  RIGHTS:  Tenant's  rights  shall be  subject  to any bona fide
mortgage or deed to secure debt which is now, or may  hereafter  be, placed upon
the  Premises by Landlord.  Tenant  shall,  if requested by Landlord,  execute a
separate  agreement  reflecting  such  subordination  and  shall  execute,  upon
request,   estoppel  certificates  in  form  reasonably   satisfactory  to  such
mortgages.  Landlord  shall use its best  efforts,  upon  request by Tenant,  to
obtain a  nondisturbance  and attornment  agreement  between Tenant and any such
mortgagee in form  reasonably  satisfactory  to Tenant.  Landlord has undertaken
efforts to attempt to obtain such a subordination/attornment  agreement and will
continue those efforts with due diligence.

25. NO ESTATE IN LAND: This Lease shall create the  relationship of Landlord and
Tenant between the parties hereto; no estate shall pass out of Landlord.  Tenant
has only a usufruct,  not subject to levy and sale, and not assignable by Tenant
except by Landlord's consent.

26.  HOLDING  OVER:  If Tenant  remains  in  possession  of the  Premises  after
expiration  of the term hereof,  with  Landlord's  acquiescence  and without any
express  agreement  of parties,  Tenant  shall be a tenant at will at the rental
rate which is in effect at the end of the Lease;  and there  shall be no renewal
of the  Lease by  operation  of law.  If Tenant  remains  in  possession  of the
Premises after  expiration of the term hereof without  Landlord's  acquiescence,
then Tenant shall be a tenant at sufferance and commencing on the date following
the date of such  expiration,  for each month or fraction  thereof  during which
Tenant so remains in  possession,  the monthly rental payable shall be twice the
monthly rental otherwise payable under Paragraph 3 hereof.

27.  ATTORNEY'S  FEES: If an Event of Default occurs under this Lease Agreement,
and it is not remedied  within any of the  applicable  cure periods,  Tenant and
Guarantor  agree to pay any reasonable  attorneys'  fees incurred by Landlord in
connection with any such uncured default.

28. RIGHTS CUMULATIVE:  All rights,  powers and privileges  conferred  hereunder
upon parties  hereto shall be cumulative  and not  restrictive of those given by
law.

29. SERVICE OF NOTICE:  All notices  required to be given to Landlord  hereunder
shall, until contrary instructions are given to the other parties in writing, be
effectively given to Landlord if mailed, by registered or certified mail, return
receipt requested,  or delivered or forwarded by nationally recognized overnight
courier service, to Landlord at the following address:

                        KNOXVILLE INDUSTRIAL GROUP, LTD.
                         C/O THE STANFIELD YORK COMPANY
                           5784 LAKE FORREST DRIVE, NW
                                    SUITE 195
                             ATLANTA, GEORGIA 30328

All  notices  required to be given to Tenant  hereunder  shall,  until  contrary
instructions are given to the other parties in writing,  be effectively given to
Tenant if mailed, by registered or certified mail, return receipt requested,  or
delivered or forwarded by nationally  recognized  overnight courier service,  to
Tenant at the following address:

                    BETHLEHEM ADVANCED MATERIALS CORPORATION
                             25TH AND LENNOX STREETS
                           EASTON, PENNSYLVANIA 18085

                                       -9-

All  notices  required  to be given  to Agent  hereunder  shall  until  contrary
instructions are given to the other parties in writing,  be effectively given to
Agent if mailed, by registered or certified mail, return receipt  requested,  or
delivered or forwarded by nationally  recognized  overnight courier service,  to
Agent at the following address:

                           THE STANFIELD YORK COMPANY
                           5784 LAKE FORREST DRIVE, NW
                                    SUITE 195
                             ATLANTA, GEORGIA 30328

All notices required to be given to Guarantor  hereunder  shall,  until contrary
instructions are given to the other parties in writing,  be effectively given to
Guarantor if mailed by registered or certified mail,  return receipt  requested,
or delivered or forwarded by nationally  recognized overnight courier service to
Guarantor to the following address:

                            THE BETHLEHEM CORPORATION
                             25TH AND LENNOX STREETS
                           EASTON, PENNSYLVANIA 18085

In the event of any notice  hereunder to Landlord or Guarantor,  copies  thereof
shall also be given to the following:

                           KEVIN T. FOGERTY, ATTORNEY
                          1620 RED POND ROAD, SUITE 102
                               ALLENTOWN, PA 18104

30.  WAIVER OF RIGHTS:  No failure  of  Landlord  to  exercise  any power  given
Landlord  hereunder,  or to  insist  upon  strict  compliance  by  Tenant of his
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof shall  constitute a waiver of Landlord's  right to demand exact
compliance with the terms hereof.

31. TIME OF ESSENCE: Time is of the essence of this Lease.

32. DEFINITIONS:  "Landlord",  as used in this Lease, shall include first party,
his heirs,  representatives,  assigns and  successors  in title to the Premises.
"Tenant" shall include second party, his heirs and representatives,  and if this
Lease shall be validly assigned or sublet, shall include also Tenant's assignees
or  sublessees,  as to the  Premises  covered by such  assignment  or  sublease.
"Agent"  shall  include  third  party,  his  successors,   assigns,   heirs  and
representatives.  "Landlord",  "Tenant",  and "Agent"  include  male and female,
singular and plural,  corporation,  partnership  or  individual,  as may fit the
particular parties.

33. LATE RENTAL  PAYMENTS:  Any rental  payments  received after the 10th day of
each month will accrue a five percent  (5%) late  charge.  Said late fee will be
divided equally between Landlord and Agent.

34. QUIET  POSSESSION:  Landlord  covenants  that Tenant,  upon  performing  and
observing the covenants to be observed and performed by Tenant under this lease,
shall  peaceably  hold,  occupy and enjoy the  Premises  during the term of this
lease  without  interference  by Landlord or by any other  person  claiming  by,
through and under Landlord.

35. WAIVER OF  LANDLORD'S  LIEN:  Landlord  hereby  waives its  landlord's  lien
against  any of  the  personal  property  of  Tenant  located  on the  Premises.
Furthermore,  Landlord  agrees to promptly  execute any such waiver of lien in a
form  attached  hereto as Exhibit A as  reasonably  requested by any of Tenant's
lenders or financiers.

                                      -10-

36. WAIVER OF SUBROGATION: Landlord and Tenant hereby release the other from any
and all liability or  responsibility  to the other or anyone claiming through or
under them by way of subrogation or otherwise for any loss or damage to property
caused by fire or any extended  coverage or supplementary  contract  casualties,
even if such fire or other  casualties  shall  have been  caused by  default  or
negligence of the other party, or anyone for whom such party may be responsible,
provided, however, that this release shall be applicable and enforced and effect
only with respect to loss or damage fully  covered by  insurance  and  occurring
during such time as the  releasor's  insurance  policy shall contain a clause or
endorsement  to the effect that any such release shall not  adversely  affect or
impair  said  policies  or  prejudice  the  right of the  releasor  to  recovery
thereunder.

37.  CONDITION ON PREMISES:  Landlord accepts this lease of the Premises and the
Premises as is and further  agrees  that,  in  executing  this lease,  Tenant is
governed by its own  inspection  of the  Premises  and its own judgment of their
desirability  for its  purposes,  and has not been governed or influenced by any
representation of Landlord as to the condition or character of the Premises.

38. APPLICABLE LAW: This lease and the provisions hereof shall be governed by
Tennessee law.

39. ENTIRE AGREEMENT: This Lease contains the entire agreement of the parties
hereto and no representations, inducements, promises or agreements, oral or
otherwise, between the parties, not embodied herein, shall be of any force or
effect.

40. GUARANTY: Guarantor hereby guarantees the payment of all amounts due to be
paid by Tenant hereunder and the performance of all obligations to be performed
by Tenant hereunder provided, however, that in the event both of the hereafter
specified conditions are then satisfied, said guaranty and all requirements and
agreements of Guarantor herein shall cease and terminate thirty-six (36) months
from the date hereof ("Termination Date"). Otherwise, said guaranty shall remain
in effect. Said conditions are as follows:

(a) All payments due from or by Tenant hereunder prior to the Termination Date
have been made on a timely basis on or before the same become delinquent; and

(b) No uncured Event of Default, as to which Landlord has provided Tenant with
written notice, is existing at the conclusion of the third year of the initial
five-year term.

                                      -11-

     IN WITNESS WHEREOF, the parties herein have hereunto set their hands and
seals, in triplicate, the date and year first above written.

                                             LANDLORD: KNOXVILLE INDUSTRIAL
                                               GROUP, LTD.
WITNESS:                                     
                                             
/s/                                                  /s/
- ------------------------------------              By:-------------------------
                                                         General Partner
                                             
                                             
                                             
                                             TENANT:  BETHLEHEM ADVANCED
                                               MATERIALS CORPORATION
WITNESS:                                     
                                             
/s/                                             /s/
- ------------------------------------         By:------------------------------
                                             Printed Name:--------------------
                                             Title:---------------------------
                                                      
                                             
                                             
                                             AGENT:  THE STANFIELD YORK
                                                COMPANY
WITNESS:                                     
                                             
/s/                                             /s/
- ------------------------------------         By:------------------------------
                                             Printed Name:--------------------
                                             Title:---------------------------
                                             
                                             
                                             
                                             GUARANTOR:  THE BETHLEHEM
                                               CORPORATION
WITNESS:                                     
                                             
/s/                                             /s/
- ------------------------------------         By:------------------------------
                                             Printed Name:--------------------
                                             Title:---------------------------

                                      -12- 

Basic Info X:

Name: NET COMMERCIAL LEASE CONTRACT
Type: Lease
Date: July 12, 1996
Company: BETHLEHEM CORP
State: Pennsylvania

Other info:

Date:

  • July 21 , 1993
  • March 17 , 1995
  • October 1 , 1995
  • September 30 , 2000
  • October , November
  • December , 1995
  • January , 1996
  • February 1 , 1996
  • July , 1993
  • fifteen 15 days
  • 10th day of each month

Organization:

  • Third Millennium Technologies , Inc.
  • AlliedSignal , Inc.
  • Stanfield York Company
  • Tenant of Tenant
  • Landlord to Tenant
  • Comprehensive Environment Response Compensation
  • Seven Hundred Fifty Thousand
  • Event of Default
  • KNOXVILLE INDUSTRIAL GROUP

Location:

  • Lexington Drive
  • KNOXVILLE
  • ATLANTA
  • GEORGIA
  • PENNSYLVANIA
  • ALLENTOWN
  • Tennessee
  • triplicate
  • BETHLEHEM

Money:

  • $ 99,809.52
  • $ 8,317.46
  • $ 7,840.00
  • $ 750,000.00
  • $ 1,000,000.00
  • $ 2,000,000.00
  • $ 500,000.00

Person:

  • LENNOX STREETS EASTON
  • KEVIN T. FOGERTY

Time:

  • midnight

Percent:

  • three percent
  • 3 %
  • five percent 5 %
  • six percent 6 %