40.94 Acres of Land (North Union Township, PA) Lease - Brier Hill Steel Co. and Harsco Corp.


                                     LEASE


    THIS LEASE, made this 1st day of November, 1993, by and between Brier 
Hill Steel Company, Inc., a Pennsylvania corporation having offices at P.O. 
Box 386, Route 40, Brier Hill, Pennsylvania,  15415 (hereinafter called 
'Lessor'), and Harsco Corporation, a Delaware Corporation, having offices at 
350 Poplar Church Road, Camp Hill, Pennsylvania  17011, as the lessee party 
and acting for its BMY-Combat Systems Operating Division (hereinafter called 
'Harsco').

                                  WITNESSETH:

    That Lessor, in consideration of the rents hereinafter covenanted to be 
paid by Harsco, and in consideration of the covenants hereinafter stipulated 
to be performed by Harsco, and in consideration of the mutual covenants and 
agreements, hereinafter mentioned, between Lessor and Harsco, does hereby 
demise, let and lease unto Harsco all that certain real property situate in 
North Union Township, Fayette County, Pennsylvania, consisting of 40.94 acres 
of land and all buildings, structures and improvements located thereon, 
including but not limited to two (2) buildings containing 175,000 square feet 
of total manufacturing space under roof, which real property and improvements 
are more specifically identified and described on Exhibit 'A', which is 
attached to this Lease and made a part hereof (hereinafter called the 
'Premises').  The Premises are leased to Harsco together with all appurtenant 
rights and easements, including but not limited to those rights and easements 
providing free and uninterrupted ingress and egress between the Premises and 
the public streets, roads or highways known as PA Route No. 119 and Mt. 
Braddock Road, and those rights and easements necessary to free and 
uninterrupted provision of railroad carrier service to the Premises over and 
through the existing sidetrack.  The Premises also include all fixtures and 
equipment presently located at or incorporated into the buildings and 
improvements located on the Premises.  This Lease is made upon the following 
terms, stipulations, covenants, conditions and agreements, all of which the 
parties hereto, intending to be legally bound hereby, covenant and agree to 
keep and perform.

    1.  PERSONAL PROPERTY.  This Lease and the rent payable hereunder also 
include the following miscellaneous items of personal property presently 
located at the Premises:  One self-propelled floor sweeping machine; all 
storage racks; all office equipment and furniture; and the telephone system 
used for communication with the guard shack.

    2.  TERM.  Harsco shall have and hold the Premises under this Lease, 
subject to the conditions of this Lease, for the full term of three (3) 
years, beginning on November 1, 1993 and ending on October 31, 1996 
(hereinafter called the 'Term'), unless sooner terminated or extended as 
hereinafter provided.  Harsco's obligation to pay the rent shall commence on 
November 1, 1993.  Lessor shall deliver possession of the Premises to Harsco 
on November 1, 1993.  Lessor, however, shall not be liable to Harsco for any 
inability to deliver possession to Harsco on said date if Lessor's failure to 
deliver possession is due solely to force majeure or any other events or 
circumstances which are not within Lessor's control and are not foreseeable 
at the time of execution of this Lease.  Such events and circumstances 
excusing timely delivery of 



possession shall not include any failure by Lessor to remove any third party 
in possession of all or any portion of the Premises.

    3.  USE OF PREMISES.  Harsco shall use the Premises as and for a 
manufacturing facility for any of the industrial, related and ancillary 
operations conducted by Harsco's BMY-Combat Systems Division as part of said 
Division's defense contracting business and related commercial manufacturing 
business.  Harsco shall not use the Premises or any part thereof in any 
manner which would (i) materially violate any applicable law or lawful 
requirement of public authorities having jurisdiction over the Premises, or 
(ii) cause structural injury to any building on the Premises.

    4.  RENT.  Harsco agrees to pay to Lessor for and during the Term, the 
sum of Eight Hundred and Forty Thousand and 00/100 ($840,000.00) Dollars, as 
rent reserved, which rent shall be payable without demand in advance monthly 
installments in the amount of Twenty Three Thousand Three Hundred Thirty 
Three and 33/100 ($23,333.33) Dollars each, on the 1st day of every month of 
the Term, beginning on November 1, 1993.  Whenever under the terms of this 
Lease any sum of money is required to be paid by Harsco in addition to such 
rent, such sum, at Lessor's option, shall be deemed additional rent and 
collectable as such with any installment of rent thereafter falling due 
hereunder.

    5.  OPTION TO RENEW.  Provided Harsco is not in default hereunder, Lessor 
hereby extends to Harsco four (4) separate options to extend and renew this 
Lease for four (4) separate, additional terms of one (1) year each, at the 
identical terms and provisions set forth herein, except that the rent shall 
be as hereinafter set forth.  If Harsco chooses to exercise any of such 
options, Harsco must do so by written notice given to Lessor no less than 
sixty (60) days prior to expiration of the Term or any then effective renewal 
term of this Lease.  Subject only to the giving of timely notice to Lessor, 
Harsco shall be permitted to exercise its options at any time for any number 
of the consecutive renewal terms permitted hereunder.  For instance, Harsco 
may deliver a notice specifically exercising both the first and second 
renewal terms at any time on or before sixty (60) days prior to expiration of 
the first year of the Term. Each permitted renewal term shall run from 
November 1 of the applicable year to October 31 of the following year.  The 
rent reserved for each one (1) year renewal term shall be and remain 
unchanged in the total amount of Three Hundred Thirty Two Thousand Five 
Hundred and 00/100 ($332,500.00) Dollars, and shall be payable without demand 
in advance, monthly installments in the amount of Twenty Seven Thousand Seven 
Hundred Eight and 33/100 ($27,708.33) Dollars each.  Such rental installments 
shall be paid on the 1st day of each and every month during any renewal term. 
 References hereinafter to 'the Term' shall include, if applicable, any of 
the renewal terms which has been exercised and obtained by Harsco under this 
paragraph.

    6.  TERMINATION BY HARSCO.  At any time during the Term, Harsco shall 
have the right to unconditionally and without specific cause or justification 
terminate this Lease.  Termination shall be effective ninety (90) days 
following Harsco's notice of termination, at which time Harsco shall 
surrender the Premises to Lessor in accordance with paragraph 28 of this 
Lease.  Harsco's obligation for the payment of rent and for other 
performances under this Lease shall terminate on such effective date, but 
nothing herein shall be deemed to relieve Harsco from 

                                  2



the payment of monthly rental installments or other payments falling due 
before the effective date of termination.  The last such monthly installment 
or other payment due Lessor hereunder, however, may be paid by Harsco on a 
per diem basis covering any period of less than one (1) full month from the 
end of the period covered by the previous installment of rent to the 
effective date of termination, or covering the portion of any statement from 
Lessor for reimbursement attributable to the period of time prior to the 
effective date of termination.  Within thirty (30) days following the 
effective date of termination, Lessor shall reimburse to Harsco any amounts 
paid in advance by Harsco (such as real property taxes) which are 
attributable to periods following the effective date of termination.

    7.  NET LEASE.  Lessor and Harsco intend this Lease to be net to Lessor, 
so that the monthly rent required hereunder shall be paid in full in all 
events, without deduction for any expenses of Harsco in connection with the 
Premises, whether such expenses are to be paid by Harsco directly to third 
parties or are to be reimbursed by Harsco to Lessor, including but not 
limited to:

        (a)  Harsco's maintenance costs under paragraph 12;

        (b)  Harsco's utility expenses under paragraph 14;

        (c)  Harsco's insurance costs under paragraph 15; and

        (d)  Harsco's real property tax reimbursement of Lessor under 
             paragraph 16.

    8.  LATE CHARGES.  Harsco agrees to pay to Lessor, as additional rent, a 
late charge equal to five (5%) percent of the amount of any installment of 
rent or any other sum payable hereunder which is not paid on the date when 
due. Such late charge shall be deemed rent for all purposes under this Lease.

    9.  PEACEFUL ENJOYMENT.  Lessor represents and warrants that Lessor holds 
good and marketable fee simple title to the Premises, free and clear of liens 
and encumbrances and subject only to applicable zoning and land use laws and 
ordinances and to easements, conditions, restrictions and reservations of 
record, none of which are such that shall impair use and occupancy of the 
Premises by Harsco for the purposes set forth in paragraph 3 of this Lease. 
Lessor covenants that Harsco shall and may peacefully and quietly have, hold, 
occupy, possess and enjoy the Premises for the term hereinabove set forth, 
and that Lessor shall defend such possession and enjoyment by Harsco against 
all parties; provided, however, that Harsco shall pay the rent and shall 
keep, observe and perform all of the other covenants and provisions as 
required in this Lease.

    10. CONDITION OF PREMISES.  Except as otherwise specifically set forth in 
this paragraph 10 and in other provisions of this Lease and subject to 
Lessor's maintenance obligations under paragraph 12 of this Lease, the 
Premises are leased to Harsco by Lessor in 'as is' condition.  Lessor 
represents and warrants to Harsco and covenants with Harsco that the 
equipment and building or mechanical systems presently located at the 
Premises or incorporated into the improvements located at the Premises shall 
be in good repair and operating condition at 

                                  3



the commencement of this Lease.  Such equipment and systems include, but are 
not limited to:  heating, ventilating and air conditioning systems; plumbing, 
including drain lines; electrical service and distribution system; fire 
sprinkler system (which shall not be leaking); overhead doors and any related 
control systems; cranes, including overhead cranes, with any related control 
systems; air compressors and air lines; the oil/water separator tank system; 
and the industrial waste water treatment system.

    During the first sixty (60) days following commencement of this Lease, 
Harsco shall have the opportunity to operate and inspect all of the above 
mentioned equipment and systems, and to report any items which are not in 
good operating condition and repair to Lessor.  Harsco shall not be limited 
to one (1) notice reporting all defective items, but may notify Lessor from 
time to time within said sixty (60) day period of any defective items, as 
they are discovered by Harsco.  Promptly upon receipt of any such notice or 
notices from Harsco and no later than seventy (70) days following 
commencement of this Lease, Lessor, shall, at Lessor's option, either (i) 
perform, at Lessor's expense, any and all repairs, maintenance and 
replacements necessary to place the reported items in good operating 
condition and repair, or (ii) terminate this Lease.  Lessor shall notify 
Harsco in writing of its decision within seventy (70) days following 
commencement of this Lease.  If Lessor elects to terminate this Lease, 
Harsco, within ten (10) days following receipt of Lessor's notice electing 
termination, may, at Harsco's option, elect to forgive Lessor's repair 
obligations under this paragraph 10 as to the item or items Lessor refuses to 
repair.  In such case, Lessor's election to terminate this Lease shall not be 
effective, and this Lease shall continue in full force and effect.  If Lessor 
elects to terminate this Lease under this paragraph 10, Lessor shall be 
obligated to refund to Harsco, within fifteen (15) days following such 
termination by Lessor, one hundred (100%) percent of the rent and all other 
sums paid by Harsco under this Lease for and during the period beginning at 
commencement of this Lease and ending at termination of this Lease.

    At the end of Harsco's sixty (60) day inspection period, if no notice is 
received by Lessor that any items are not in good operating condition and 
repair, the taking of possession of the Premises by Harsco shall conclusively 
establish that all equipment and systems were, at commencement of this Lease, 
in satisfactory operating condition and repair, excepting only latent defects 
which could not reasonably be discovered by reasonably prudent inspection 
during such sixty (60) day period, and which Harsco can reasonably 
demonstrate existed at commencement of this Lease.  Subject to the inspection 
rights provided in this paragraph, Harsco hereby agrees that it is entering 
into this Lease in reliance upon its own knowledge and inspection and without 
relying in any way upon any statement, written or verbal, of Lessor, except 
as specifically set forth in other provisions of this Lease.

    11.  ADDITIONAL SECURITY FENCING.  The Premises are presently enclosed by 
perimeter chain link security fencing, except along the common boundary 
between the Premises and the adjoining parcel now or formerly owned by Lessor 
and now occupied by Fayette Engineering Company.  Prior to commencement of 
this Lease, Lessor, at Lessor's expense, will install substantially similar 
chain link security fencing along the entire common boundary between the 
Premises and the said Fayette Engineering Company property, so that the 
entire perimeter of the Premises will be enclosed by security fencing.

                                  4



    12.  MAINTENANCE AND REPAIRS.  Lessor covenants and agrees to maintain, 
at Lessor's sole cost and expense, the exterior and major structural 
components of the Premises, including but not limited to the roof systems of 
the buildings, the exterior and/or underground portions of the utilities 
services to the Premises which are not the  responsibility of the Utility 
Companies, any groundwater monitoring wells on the Premises that are required 
by law or regulation to be continuously operated or periodically tested, and 
the portions of any improved roadways, driveways or entranceways situated on 
Lessor's property but to which Harsco does not have exclusive access.  
However, Harsco shall be responsible for any required repairs or maintenance 
to the above items, (i) arising out of Harsco's operations or activities 
other than normal manufacturing processes, or (ii) resulting from the 
negligent acts or omissions of Harsco, its employees, agents or invitees.  
Harsco covenants and agrees that Harsco will maintain and repair, at Harsco's 
sole cost and expense, the interior of the Premises, including but not 
limited to, all doors and windows; the interior utility services of the 
Premises and any other improved roadways, driveways, entranceways and parking 
or storage areas on the premises; plumbing and drain lines; heating, air 
conditioning, ventilating and electrical systems; fire sprinkler system; 
overhead doors and related control systems; cranes, including the overhead 
cranes, and all related control systems; air compressors and air lines; the 
oil/water separator tank system; and the industrial waste water treatment 
system and all other items which constitute a part of the Premises that are 
not part of the specific maintenance duties of Lessor provided herein.  
Harsco's obligation to maintain the oil/water separator tank system and the 
industrial waste water treatment system shall not include the correction or 
remediation of any contamination (see paragraph 23 for definition of this 
term) related to said items which may be discovered at any time and results 
from any cause other than introduction to the Premises by Harsco's own 
operations at the Premises during the Term.  Harsco shall likewise have no 
responsibility to alter, modify, redesign or replace said items if any agency 
having jurisdiction over the Premises under applicable environmental laws 
(see paragraph 23 for definition of this term) shall determine, at any time, 
that said items may not remain in operation or present at the Premises due to 
non-compliance with any applicable environmental law, whether or not the 
facts and circumstances representing such non-compliance existed at 
commencement of this Lease.  Harsco shall be responsible for any snow removal 
desired by Harsco.

    Lessor represents and warrants to Harsco that Lessor has received no 
notices from any authorities having jurisdiction over the Premises that any 
conditions exist at the Premises which represent violations of any applicable 
zoning, building and land use and safety codes, ordinances or laws, and that 
Lessor has no actual knowledge that any such conditions or violations exist 
at the Premises.  Notwithstanding Harsco's maintenance obligations under this 
Lease, Harsco shall have no responsibility for correction, repair or 
modification of any such conditions or violations, whether known or unknown 
to the parties, which existed at the Premises at commencement of this Lease.

    13.  IMPROVEMENTS AND ALTERATIONS BY HARSCO.  Harsco shall make no 
improvements, additions or alterations to the Premises costing, on an 
individual basis and not in the aggregate, in excess of Ten Thousand and 
00/100 ($10,000.00) Dollars without Lessor's prior written approval.  
Lessor's approval shall not be unreasonably withheld, taking into account the 
use of the Premises permitted under this Lease and taking into account 
Harsco's need to 

                                  5



establish physical security of its operations at the Premises at a level 
deemed satisfactory by Harsco.  Any and all improvements, additions and 
alterations made to the Premises by Harsco during the Term (except for trade 
fixtures and equipment installed by Harsco for use in its operations) shall 
become part of the Premises and shall remain with the Premises at termination 
or expiration of this Lease.  Harsco shall obtain and file a waiver of liens 
executed by Harsco's contractor or contractors and shall submit same for 
Lessor's approval prior to initiating any work at the Premises costing in 
excess of Ten Thousand and 00/100 ($10,000.00) Dollars.  Harsco shall pay all 
bills for any such work in full, and hereby agrees to indemnify, defend and 
save harmless Lessor and the Premises from and against any claims in the 
nature of mechanics' liens for work performed by or at Harsco's direction.

    The following improvements, additions and alterations to be performed by 
Harsco have been approved by Lessor at the time of execution of this Lease:

         (a)  construction and installation of a heavy vehicle (including
              tracked vehicles) test track, including but not limited to 
              the track itself, a test slope and a fording tank.

         (b)  installation of suitable signage throughout the Premises and 
              along the highway frontage, including directional signage and 
              signage identifying occupancy of the Premises by Harsco and its 
              BMY-Combat Systems Operating Division.

    14.  UTILITIES.  Harsco covenants and agrees to pay all bills which may 
be incurred for water, sewer, electricity, refuse removal and other utilities 
consumed by Harsco at the Premises during the Term, and Harsco does hereby 
release Lessor from any damage which may result by reason of failure of the 
supply of any utility or utilities.  Should Harsco fail to pay any bills as 
aforesaid, Lessor shall have the right to pay the same and any such amount 
paid by Lessor shall be chargeable by Lessor to Harsco as additional rent.

    Lessor shall cause all utilities serving the Premises to be separately 
metered for the Premises, to the exclusion of any other property or user, and 
to be billed directly to Harsco.  This shall include, but not be limited to 
water, sewer, gas, electricity and refuse removal.  Harsco agrees to 
establish separate accounts for such utilities.

    15.  INSURANCE.  Harsco shall, at Harsco's sole cost and expense, obtain, 
maintain and keep in full force and effect during the Term the following 
insurance:

         A.  'All risk' property insurance which shall insure the Premises 
(including any improvements made by Harsco under paragraph 13 hereof) against 
fire, storm, theft, vandalism, malicious mischief, sprinkler leakage and such 
additional perils as are now or hereafter may be, included in a standard 
extended coverage endorsement from time to time in general use in the 
Commonwealth of Pennsylvania.  Such insurance shall name Lessor as the 
primary insured and shall name Harsco as an additional insured, as its 
interest may appear.  Said policy or policies shall insure the improvements 
at the Premises on a replacement cost basis for their full insurable value.  
Losses under said policy or policies shall be payable to Lessor.  The 

                                    6



policy shall include an undertaking by the insurer to notify Lessor and 
Harsco in writing not less than thirty (30) days prior to any material 
change, cancellation or other termination thereof.  Such policy shall contain 
a deductible in an amount determined by Harsco in Harsco's reasonable 
judgment, which shall be subject to Lessor's reasonable approval.  At 
commencement of this Lease,  Harsco shall deliver to Lessor a certificate of 
insurance evidencing compliance with the requirements of this paragraph and a 
true, accurate and complete copy of the policy.  Harsco shall pay all of the 
premiums for such insurance, and shall submit to Lessor such proof of payment 
of the premiums as may be reasonably requested by Lessor.  At no time shall 
Harsco be required to provide insurance or any evidence of insurance or to 
pay any premiums for any insurance for any period of time following the 
effective date of any termination of this Lease by Harsco, or following the 
then effective termination or expiration date of the Term.  If requested by 
Lessor, Harsco will name Lessor's first mortgagee, if any exists at 
commencement of this Lease or at any subsequent time, as a loss payee on such 
policy of all risk property insurance, under a standard mortgagee clause and 
as such mortgagee's interest shall appear.  Without incurring any additional 
insurance obligation whatsoever to Lessor, Harsco shall maintain all risk 
property insurance acceptable to Harsco on its personal property and any 
property of others in its care, custody and control, and shall insure its 
business interruption exposures at the Premises.  No party other than Harsco 
shall have any interest in or standing under such personal property and 
business interruption insurance, whether or not such insurance is carried or 
provided under the same policy to be provided by Harsco insuring the Premises.

         B.  Comprehensive general liability insurance coverage to include 
personal injury, broad form property damage, operations hazard and any 
additional coverages desired by Harsco, naming Harsco as the insured and 
Lessor as an additional insured, in an amount per occurrence of not less than 
One Million and 00/100 ($1,000,000.00) Dollars combined single limit, bodily 
injury and property damage coverage.  At commencement of this Lease, Harsco 
shall deliver to Lessor a certificate evidencing the maintenance of such 
liability insurance, which certificate shall include an undertaking by the 
insurer to notify Lessor and Harsco in writing not less than thirty (30) days 
prior to any material change, cancellation or other termination thereof.  
Harsco may obtain any of the insurance required of Harsco with a deductible 
or retention deemed reasonable by Harsco.

         C.  Worker's compensation insurance in form and in an amount as 
required by the law of the Commonwealth of Pennsylvania, or alternatively, a 
self insurance program selected and maintained by Harsco in compliance with 
Pennsylvania law.

    All insurance policies required pursuant to this paragraph 15 shall be 
taken out with insurers rated B+ or better by A. M. Best Company, of Oldwick, 
New Jersey, and who are licensed to do business in the Commonwealth of 
Pennsylvania.

    In the event Harsco fails to provide any of the insurance Harsco is 
required to provide Lessor under this paragraph 15, this shall constitute a 
default under this Lease and shall entitle Lessor to the same remedies as for 
nonpayment of rent.  In the event Harsco fails to make timely payment of any 
premiums, for the insurances required herein, Lessor shall have the option to 
pay 

                                 7



the premiums and to be promptly reimbursed for such premiums paid by Harsco.  
Any amounts so paid by Lessor shall be deemed additional rent.

    Lessor and Harsco each hereby release the other from any and all 
liability or responsibility for any direct or consequential loss, injury or 
damage to the Premises, or its contents caused by fire or any other casualty 
during the Term, even if such fire or other casualty may have been caused by 
the negligence (but not the willful act) of the other party or a party for 
whom such party may be responsible.  Inasmuch, as the above mutual waivers 
may preclude the assignment of any aforesaid claim by way of subrogation (or 
otherwise) to an insurance company (or any other person), Lessor and Harsco 
hereby agree, if required by the policies of insurance required to be 
maintained by Harsco under this paragraph 15, to give written notice of the 
terms of said mutual waivers, and to have said insurance policies properly 
endorsed, if necessary, to prevent the invalidation of said insurance 
coverage by reason of such waiver.

    16.  TAXES.  Lessor agrees to pay, during the discount period for each 
tax, all real property taxes legally levied, assessed, charged or imposed 
upon the Premises by North Union Township, the County of Fayette and Laurel 
Highlands School District during the Term.  The county and township real 
property taxes shall be considered payable for a calendar year of January 1st 
to December 31st, and the school real property taxes shall be considered 
payable for a fiscal year of July 1st to June 30th.  Harsco shall reimburse 
Lessor for One Hundred (100%) Percent of the discount amount of all such real 
property taxes.  Harsco shall make such payments within thirty (30) days 
following Harsco's receipt from Lessor of a paid receipt for each tax.  If at 
any time during the Term, the current tax bill paid by Lessor covers periods 
before commencement of the Lease or after the then effective termination date 
of the Lease, Harsco's obligation for reimbursement of taxes shall be 
prorated on a per diem basis, based on the applicable tax years stated above 
and based on the number of days in the Term which are within the tax year for 
which any tax bill has been paid by Lessor.

    In the event Harsco fails to reimburse Lessor for any taxes as provided 
herein, this shall constitute a default under this Lease and shall entitle 
Lessor to the same remedies as for nonpayment of rent.

    17.  INDEMNIFICATION.  Harsco covenants and agrees that Harsco will bear, 
pay and discharge, when and as the same become due and payable, all judgments 
and lawful claims for damages or otherwise against Lessor arising from or in 
any way connected with Harsco's use or occupancy of the Premises, and that 
Harsco will assume the burden and expense of defending all such law suits and 
actions, whether brought before or after the expiration of this Lease, and 
will protect, indemnify and save harmless Lessor by reason of or on account 
of the use or misuse of the Premises, or any part thereof, by Harsco due to 
the negligence of Harsco or Harsco's agents, servants, employees, but not by 
reason of or on account of the negligence of Lessor or Lessor's agents, 
servants or employees in and about the Premises or in any manner pertaining 
to the Premises.

    18.  DESTRUCTION OF PREMISES - RESTORATION.  If, at any time during the 
term of this Lease, the Premises are completely or partially destroyed, or 
rendered completely 

                                  8



or partially inaccessible or unusable, by fire, storm or other casualty, 
Lessor shall restore the Premises, exclusive of Harsco's personal property 
and trade fixtures but inclusive of improvements, additions and alterations 
to the Premises made by Harsco in accordance with the terms of this Lease, to 
substantially the same condition as existed immediately prior to the damage 
by casualty.  Unless Harsco terminates this Lease, as hereinafter provided, 
Lessor shall be obligated to apply any proceeds obtainable under the 
insurance to be provided by Harsco under paragraph 15 of this Lease to 
restoration of the Premises, to the extent said insurance proceeds are 
attributable to claims for damages to the Premises.  Harsco shall have the 
option to terminate this Lease upon thirty (30) days notice to Lessor if 
completion of restoration of the Premises by Lessor requires or can be 
determined by Harsco to require more than ninety (90) days.  During 
restoration of the Premises, this Lease shall continue if not terminated by 
Harsco as aforesaid, but the rent payable by Harsco shall be abated or 
reduced to the extent and for such period of time that the Premises or any 
portion thereof are not usable by Harsco for the purposes for which the 
Premises have been leased.

    19.  CONDEMNATION OF PREMISES.  If the Premises are completely taken in 
condemnation by any government or other entity possessing and exercising 
powers in the nature of eminent domain (including instances where the 
Premises are transferred in lieu of condemnation), this Lease shall terminate 
on the effective date of the taking.  The taking shall be deemed to have 
become effective when Harsco no longer has legal or physical possession of 
the Premises or any portion thereof, whichever first occurs.  If any portion 
of the Premises is taken in condemnation, this Lease shall remain in effect 
as to the remaining portion of the Premises, except that Harsco shall have 
the option to terminate this Lease if the remaining portion of the Premises 
(including the means of access to the Premises and areas not occupied by 
building improvements and used for access, parking, storage and similar uses) 
is deemed unsuitable by Harsco, in Harsco's sole discretion, for Harsco's 
continued operation of its business on the Premises.  Harsco may exercise 
this option to terminate this Lease by giving written notice to Lessor at any 
time which is within thirty (30) days before or after the effective date of 
the taking.  In such case, this Lease shall terminate on the date Harsco 
gives notice to Lessor.  If, after a partial condemnation of the Premises, 
Harsco does not terminate this Lease, the rent payable by Harsco shall be 
abated or reduced to the extent and for such period of time that the portion 
of the Premises taken in condemnation is not usable by Harsco.  Lessor shall 
notify Harsco within three (3) business days of receipt by Lessor of any 
notice of condemnation (including any preliminary notice).  The entire 
condemnation award shall belong to and be paid to Lessor, except that Harsco 
shall receive from the award the following:

         (a)  The sum attributable to any improvements or alterations made to
              the Premises by Harsco at Harsco's expense, which improvements 
              or alterations Harsco has the right to remove from the Premises 
              pursuant to this Lease but elects not to remove, if any;

         (b)  The sum attributable to that portion of the award constituting 
              Harsco's relocation costs, if included in the award; and

         (c)  Any special damages which by their nature are awardable only to 
              Harsco 

                                       9



              as lessee and would not, under any circumstances or 
              under any provisions of this Lease, be awarded to Lessor.

    In the event of any condemnation, Harsco shall be permitted to file a 
separate claim for any award that may be obtainable by Harsco under the terms 
of this Lease, or otherwise.

    20.  INSPECTION.  Lessor and Lessor's authorized agents shall, upon 
forty-eight (48) hours prior verbal notice to Harsco's manager in charge of 
the Premises,  have the right to enter upon the Premises during Harsco's 
ordinary business hours to examine the same for any purpose whatsoever, 
including determining compliance by Harsco with Harsco's obligations under 
this Lease.

    21.  ASSIGNMENT.  Accept as hereinafter provided, Harsco may not assign 
this Agreement of Lease or sublet the Premises, or any part thereof, without 
the prior written consent of Lessor, which consent shall not be unreasonably 
withheld by Lessor.  Lessor has been advised by Harsco that Harsco is 
presently negotiating with FMC Corporation to establish a joint venture, 
partnership or other similar legal entity to combine and jointly operate 
certain defense contracting businesses of Harsco's BMY-Combat Systems 
Division and certain defense contracting business of FMC Corporation.  Lessor 
agrees that Harsco shall have the unrestricted right to assign this Lease and 
all of Harsco's rights and obligations concerning the Premises and this Lease 
to any such joint venture, partnership or other legal entity.  Such 
assignment shall include all options for renewal terms and all options to 
purchase the Premises contained in this Lease.  Such assignment shall be 
effective immediately upon notice thereof by Harsco to Lessor, and shall 
operate as a complete assumption by the new entity of all of Harsco's 
obligations as the lessee party under this Lease.  If requested by Harsco, 
Lessor shall execute, at the time of closing by Harsco and FMC of the 
transaction creating such new entity, a complete novation of this lease which 
shall effectively substitute the new entity for Harsco as the lessee party 
under this Lease, and shall ratify all of the then existing terms and 
conditions of this Lease.

    22.  DEFAULT BY HARSCO.  It is hereby expressly understood and agreed 
that if Harsco shall:

         (a)  default in the payment on the date when due of rent, additional
              rent, insurance, real property taxes, utilities or any other 
              monetary obligation of Harsco hereunder; or

         (b)  desert or vacate the Premises; or

         (c)  default in the performance of any material term, condition or 
              covenant of this Agreement of Lease; or

         (d)  neglect to materially comply with any of the statues, 
              ordinances, rules, orders, regulations and requirements of the
              federal, state and local governments, or of any and all of their
              departments and bureaus, applicable to Harsco's activities at
              the Premises, except where such compliance is Lessor's
              obligation under this Lease; or

                                      10



         (e)  file a petition in bankruptcy or be adjudicated a bankrupt or 
              insolvent by any court, or make an assignment for the benefit 
              of creditors, or take advantage of any insolvency act, or if a 
              receiver or trustee in bankruptcy or a receiver of Harsco's 
              property shall be appointed;

    Then, upon the occurrence of any one of the above defaults and following 
fifteen (15) days written notice of default under subparagraph (a) above or 
following twenty (20) days written notice of any other default provided 
herein from Lessor to Harsco (which notice shall specify the default relied 
upon by Lessor) without cure of the default by Harsco within said fifteen 
(l5) or twenty (20) day period, whichever is applicable:

         (a)  it shall be lawful for Lessor to terminate this Lease and to 
              re-enter the Premises and to repossess, enjoy and have the use 
              of same, with force or otherwise;

         (b)  the rent reserved herein for the full remaining Term of the 
              Lease shall become immediately due and payable, and Lessor 
              may proceed to collect same, together with any other sums
              due and payable by Harsco under this Lease, by any lawful means,
              subject only to any mitigation of damages which may be
              accomplished by Lessor through reletting of the Premises; and

         (c)  Harsco shall be deemed in default hereunder for the purpose of 
              an action in ejectment by Lessor.

    If any default by Harsco, other than default in any payment under 
subparagraph (a) above, is of such nature that it cannot reasonably be 
completely cured within the aforesaid twenty (20) day period, then Harsco 
shall not be deemed in default so long as Harsco commences cure of the 
default within said twenty (20) day period and thereafter diligently and 
continuously pursues cure of such default.

    23.  ENVIRONMENTAL.  Lessor represents and warrants to Harsco that after 
reasonable and prudent investigation by Lessor and to the best of Lessor's 
knowledge, information and belief, the Premises, including the ground or 
soil, the ground water and the improvements located thereon, contain no 
hazardous, toxic or otherwise regulated materials, substances or wastes in 
quantities or concentrations which require clean up or any remedial action 
whatsoever under any federal, state or local law, statute, regulation or 
ordinance having as its subject environmental protection or the regulation of 
hazardous or toxic substances, materials or wastes, including petroleum 
products and derivatives, fractions or components thereof, (hereinafter 
called, respectively, 'contamination' and 'applicable environmental laws').  
In the event contamination is found, at any time, to exist at the Premises in 
violation of applicable environmental laws from any cause other than the 
operations or activities of Harsco at the Premises during the Term, whether 
or not the contamination was regulated or deemed contamination at the 
commencement of this Lease, Harsco, upon written notice to Lessor, may 
terminate this Lease, effective sixty (60) days following said notice unless 
within said sixty (60) days said contamination is completely removed or 
corrected so as to make the Premises in full 

                                11



compliance with applicable laws and regulations, in which event said 
termination notice becomes null and void and ineffective.  Lessor shall 
indemnify, defend and hold harmless Harsco from and against any and all 
claims, suits, administrative actions or proceedings, fines, penalties, 
damages, costs, and losses and other expenses, including attorneys fees and 
court costs, and expenses of relocating Harsco's operations or activities 
imposed on or suffered at any time by Harsco or Lessor as a result of the 
presence, at any time, of contamination at the Premises in violation of 
applicable environmental laws from any cause other than Harsco's own 
operations or activities at the Premises during the Term, or as the result of 
any legal or administrative action or proceeding instituted by any party, 
including any government or government agency at any time which is based on 
the presence, at any time, of contamination at the Premises in violation of 
applicable environmental laws from causes alleged or determined to be other 
than Harsco's own operations or activities at the Premises during the Term.  
This indemnification shall include, without limitation, the costs of any 
investigation, testing, cleanup or other remedial measures, and Lessor shall 
be liable to Harsco for the aforesaid losses.

    Lessor represents and warrants to Harsco that after reasonable 
investigation by Lessor and to the best of Lessor's knowledge, information 
and belief that:  (i) there are no underground or aboveground storage tanks 
(as defined in or regulated under any applicable local, state or federal law, 
ordinance, statute or regulation) located in or on the Premises, except those 
identified, described or referred to in a certain environmental site 
assessment concerning 'Fruehauf Corporation Leased Properties', performed by 
Eastern Technical Associates under issue date February 19, 1992 for The 
Greater Uniontown Industrial Fund ('Environmental Study'), which was prepared 
in connection with acquisition of the Premises by Lessor, and a copy of which 
was delivered to Harsco by Lessor prior to execution of this Leases; and (ii) 
the improvements located on the Premises do not contain any building 
materials or components which incorporate asbestos of a kind or type or in 
such condition that requires any type of remedial work, including but not 
limited to repair, removal or sealing, under any applicable federal, state or 
local statutes, laws, ordinances and regulations concerning in any manner the 
regulation of asbestos,  asbestos safety and exposure to asbestos.  If 
storage tanks are found to exist at the Premises during the Term, or if 
asbestos of type, kind or in a condition requiring remediation as aforesaid 
is found to exist at the Premises during the Term, Lessor shall promptly 
comply with any and all applicable federal, state or local statutes, laws, 
ordinances and regulations concerning same.  Such compliance shall be at 
Lessor's expense.  Lessor shall indemnify defend and hold harmless Harsco 
from and against any such costs of compliance and from and against any and 
all claims, suits, administrative proceedings, fines, penalties, costs, 
losses, damages and other expenses, including claims for exposure to asbestos 
by third parties or employees and attorney's fees and court costs, and 
expenses of relocating Harsco's operations imposed on or suffered at any time 
by Harsco as the result of the presence of such storage tanks or asbestos.  
In the event that Harsco performs any work at the Premises under paragraph 13 
of this Lease which disturbs any asbestos materials incorporated into the 
improvements at the Premises in a manner and to the extent that remediation, 
as described  above, of such asbestos is required, then such remediation of 
any portion of such asbestos actually disturbed by Harsco shall be performed 
by Harsco at Harsco's sole cost and expense.  Harsco, however, shall not be 
obligated to perform such remediation if:  (i) Lessor failed to disclose the 
presence of such asbestos at the Premises at the time of execution of this 
Lease in a manner or under 

                                 12



circumstances which would represent a violation of Lessor's aforesaid 
representation and warranty concerning asbestos, or (ii) the need for such 
remediation is due primarily to deteriorating condition of the materials or 
components containing the asbestos, or to Harsco's ordinary plant operations 
at the Premises, rather than to any such work performed by Harsco.

    Harsco covenants and agrees not to store, use, dump or dispose of any 
hazardous or toxic substances on the Premises in any manner which may cause 
the Premises to be in violation of any applicable environmental law or 
regulation. Harsco hereby indemnifies and holds Lessor harmless and agrees to 
defend Lessor from and against any claims or actions and for the cost of 
removal thereof arising from any hazardous or toxic substances introduced to 
the Premises as a result of Harsco's occupancy of the Premises.  'Hazardous 
substances' include 'hazardous waste' and 'hazardous substances' as defined 
by applicable federal and state statutes or regulations.  It understood that, 
subject to compliance with applicable environmental laws and to Harsco's 
obligation of indemnification hereunder, Harsco shall be permitted to use, 
store and generate any hazardous substances which are necessary to the 
conduct of Harsco's business operations at the Premises.

    The representations, warranties and covenants of indemnification 
contained in this paragraph are deemed material and continuing and are 
intended to survive termination of this Lease.

    Lessor hereby authorizes Harsco and its agents, consultants and 
contractors to perform, at Harsco's expense and at any time, any 
environmental studies of the Premises deemed necessary by Harsco to 
establish, for its own purposes, the condition of the Premises at 
commencement of this Lease or thereafter during the Term with respect to 
environmental compliance.  Such environmental studies may include, at 
Harsco's option, intrusive studies.  If Harsco performs any intrusive 
environmental studies, Harsco shall be responsible for returning the Premises 
to substantially the same physical condition as the condition existing before 
such activities were performed. Harsco agrees to give prior written notice to 
Lessor that it intends to perform such environmental studies of the Premises, 
and further agrees to deliver to Lessor copies of all reports generated as a 
result of any such environmental studies.  Lessor shall deliver to Harsco, 
before commencement of this Lease, true and complete copies of any 
environmental studies, evaluation reports, remedial action recommendations, 
proposals for environmental remediation work or reports of completed 
environmental remediation work concerning the Premises in possession of 
Lessor.

    In addition to Harsco's above-mentioned right to terminate this Lease and 
subject to the sixty (60) day cure period set forth herein, Harsco shall also 
have the right to exclude any area or areas of the Premises subject to the 
contamination from active use, occupancy or maintenance by Harsco under this 
Lease.  Harsco may so exclude any such contaminated portions of the Premises 
by providing written notice thereof to Lessor.  Upon request of Harsco, 
Lessor agrees to execute an addendum to this Lease identifying any excluded 
areas and acknowledging that Harsco has chosen not to occupy and use such 
areas and that Harsco shall have no maintenance obligation or other 
responsibility for such areas.  Harsco shall not, however, have the right to 
reduction or abatement of rent on account of exclusion of any portion of the 
Premises from occupancy by

                                  13



Harsco through Harsco's decision under this paragraph 23.  At Harsco's option 
and expense, Harsco may also physically secure any excluded areas by 
installing fencing or other physical barriers.  At Lessor's option, any such 
fencing or physical barriers shall be removed by Harsco at termination of 
this Lease.

    24.  OPTION TO PURCHASE.  Lessor hereby grants to Harsco the exclusive 
and irrevocable option to purchase the Premises, which may be exercised by 
Harsco at any time during the initial three (3) year Term of the Lease, but 
shall be effective only on any of the anniversary dates of this Lease 
occurring during said three (3) year Term, namely, October 31, 1994, October 
31, 1995 or October 31, 1996.  Under this option to purchase, the purchase 
price for the Premises shall be:  (i) One Million Five Hundred Thousand and 
00/100 ($1,500,000.00) Dollars if Harsco gives notice during the first year 
of the initial Term and exercises the option effective October 31, 1994; or 
(ii) One Million Three Hundred Thousand and 00/100 ($1,300,000.00) Dollars, 
if Harsco gives notice during the second year of the initial Term, and 
exercises the option effective October 31, 1995; or (iii) One Million One 
Hundred Thousand and 00/100 ($1,100,000.00) Dollars, if Harsco gives notice 
during the third year of the initial Term and exercises the option effective 
October 31, 1996.  Harsco may exercise the option by giving written notice 
thereof to Lessor at any time during the initial three (3) year Term of the 
Lease.  Within thirty (30) days following Harsco's notice of exercise of the 
option to purchase, the parties shall execute a written agreement of sale of 
the Premises, which shall be prepared by Harsco and shall be subject to the 
approval of Lessor as to compliance with the terms and conditions contained 
in this paragraph 24, and shall include the following terms and other terms 
which are deemed necessary and are mutually approved by the parties and which 
are not inconsistent therewith:

         (a)  Closing to be held at the Premises  or at another mutually 
              convenient location on or before a date which is thirty
              (30) days following the effective date of Harsco's notice of
              exercise of the option, which effective date is the anniversary
              date of this Lease next immediately subsequent to the date the
              notice exercising the option to purchase is delivered to Lessor.

         (b)  Conveyance by special warranty deed of good and marketable fee 
              simple title to the Premises (which shall also be insurable by 
              a title insurance company selected by Harsco at regular rates), 
              free and clear of liens and encumbrances and subject only to 
              applicable zoning and land use laws and ordinances and to 
              easements, conditions, restrictions and reservations of record, 
              none of which shall, in Harsco's reasonable judgment, impair 
              the use or value of the Premises as an industrial facility or 
              threaten the continued use and existence of any improvement on 
              the Premises.

         (c)  State and local Realty Transfer Taxes to be paid in equal shares
              by the parties.

         (d)  Payment of the purchase price in full in the form of immediately
              available United States funds at closing.

                                        14



         (e)  Harsco to remain liable for the payment of rent and other sums 
              payable under this Lease on a per diem basis through the date of
              closing.

         (f)  Lienable municipal utilities and real property taxes to be 
              prorated between the parties as of the date of closing, with 
              county and township taxes to be prorated on a calendar year basis
              and school taxes to be prorated on the basis of a July 1st to 
              June 30th fiscal year.  Provided however, all such utilities
              and taxes for which Harsco is obligated under this Lease to pay
              during the Term of this Lease shall continue to represent
              obligations of Harsco.

         (g)  The deed to be prepared at Lessor's expense, with Harsco to pay 
              for recording of the deed.

         (h)  At Harsco's option and expense, a current survey of the Premises
              may be made and the legal description in the deed of conveyance 
              shall conform to such survey.

    If Harsco exercises its rights to any one or more of the four one (1) 
year extension terms provided for in paragraph 5 of this Lease, the exclusive 
and irrevocable option to purchase granted under this paragraph 24 shall be 
available to Harsco during the extended term of this Lease.  The purchase 
price at any time during any of the extension terms shall be One Million One 
Hundred Thousand ($1,100,000.00) Dollars.  Harsco may give notice of exercise 
of the option to purchase at any time during any extension term.  As provided 
hereinabove, Harsco and Lessor shall execute a contract of sale including the 
above specified terms within thirty (30) days following Harsco's notice of 
exercise of the option to purchase. Said contract of sale shall also provide 
that closing of the purchase and sale shall be held on or before a date which 
is sixty (60) days following the date of Harsco's notice of exercise of the 
option to purchase.  On and after November 1, 1996, which is the beginning of 
the first available extension term and so long as Harsco has exercised an 
extension term which is then effective, and even if the Lease is not then in 
the last of the extension terms which has been exercised by Harsco, there 
shall be no restriction whatsoever on the date, effective date and closing 
date of and under Harsco's exercise of the option to purchase.  At all such 
times, Harsco, having exercised the option to purchase, shall be entitled to 
close the transaction within sixty (60) days following its notice of exercise 
of the option, without restriction or limitation to any particular dates or 
anniversary dates occurring during any of the extension terms.

    In all cases of purchase of the Premises by Harsco, this Lease shall 
terminate on the date of closing.

    25.  NON-LIMITATION OF REMEDIES.  The rights and remedies granted to 
Lessor in this Lease, or otherwise existing at law or equity, may be 
exercised concurrently, successively, or in the alternative, at Lessor's 
discretion.

    26.  WAIVER OF BREACH.  No waiver of a breach of any of the covenants or 
conditions of this Agreement of Lease shall be construed to be a waiver of 
any succeeding breach 

                                     15



of the same or any other covenant or condition.

    27.  NOTICE.  All notices required or permitted to be given under this 
Lease shall be given by United States certified mail, postage prepaid, with 
return receipt requested, addressed to the proper party, at the following 
addresses, or at such other address either party shall provide in a notice 
complying with this Paragraph:

    IF TO HARSCO:  HARSCO CORPORATION
                   350 POPLAR CHURCH ROAD
                   CAMP HILL, PA  17011

                   ATTN:  DEREK C. HATHAWAY, PRESIDENT AND CHIEF OPERATING
                                OFFICER

    IF TO LESS0R:  BRIER HILL STEEL COMPANY, INC.
                   P.O. BOX 76
                   BROWNSVILLE, PA  15417

                   ATTN:  JAMES R. SNYDER, VICE PRESIDENT

    All such notices shall be effective upon receipt or ninety six (96) hours 
following their deposit in the United States certified mail, as above 
provided, whichever first occurs.

    28.  SURRENDER OF PREMISES.  Upon the expiration or earlier termination 
of this Lease, Harsco shall return the Premises to Lessor in substantially 
the same condition as the Premises were at the commencement of this Lease, 
ordinary wear and tear excepted. All fixtures, equipment, and improvements 
(except for Harsco's trade fixtures and equipment) attached to or built into 
the Premises by or for Harsco, shall be and remain the property of Lessor.  
Harsco shall remove Harsco's personal property and trade fixtures and 
equipment,  and shall repair any damages to the Premises caused by removal of 
trade fixtures and equipment attached to or built into the Premises.

    29.  TIME IS OF THE ESSENCE.  Time is agreed by Lessor and Harsco to be 
of the essence of each provision of this Lease.

    30.  GOVERNING LAW.  The construction of this Lease and the rights and 
remedies of Lessor and Harsco, shall be governed by the laws of the 
Commonwealth of Pennsylvania.  This Lease shall be interpreted as if drafted 
jointly by and for the parties, and not as if drafted solely or primarily by 
or for either party.

    31.  SEVERABILITY.  If any Term or provision of this Lease or application 
thereof to any person or circumstance be held invalid, the remainder of the 
terms or provisions of this Lease shall not be affected thereby and, to this 
end, the parties hereto agree that the terms and provisions of this Lease are 
severable.

    32.  ENTIRE AGREEMENT.  This Lease constitutes the sole and only 
agreement of 

                                    16



the parties hereto and supersedes any prior understandings or written or oral 
agreements between the parties respecting the within subject matter.

    33.  MODIFICATION.  No amendment, modification, alteration or rescission 
of the terms hereof shall be binding, unless the same be in writing, dated 
subsequent to the date hereof and duly executed by the parties hereto.

    34.  SUCCESSOR'S BOUND.  The provisions of this Agreement of Lease shall 
be binding upon and inure to the benefit of the respective successors and 
assigns of Lessor and Harsco.

    35.  RECORDING.  At the request of either party, the other party agrees 
to execute and acknowledge a memorandum of this Lease, and cooperate in 
recording of the same in the public real estate records of Fayette County, 
Pennsylvania. Any such memorandum shall be in a form mutually satisfactory to 
Lessor and Harsco and shall include appropriate notice that Harsco holds 
options to purchase the Premises under this Lease and to extend the Term.  
The costs of preparing the memorandum and recording same shall be paid by the 
party requesting its execution and recording.  Upon expiration or termination 
of this Lease, Harsco shall, upon request by Lessor, execute and acknowledge 
a recordable document giving appropriate notice of termination of this Lease 
and extinguishment of Harsco's option to purchase the Premises.

    IN WITNESS WHEREOF, Lessor and Harsco, intending to be legally bound, 
have executed this Lease on the day and year first above written.

ATTEST:                            LESSOR:

                                   BRIER HILL STEEL COMPANY


/s/ Authorized Signatory           BY:  /s/ James R. Snyder
-----------------------------           ---------------------------------


ATTEST:                            HARSCO CORPORATION


/s/ Paul C. Coppock                BY:  /s/ Derek C. Hathaway
-----------------------------           ---------------------------------
Paul C. Coppock                             Derek C. Hathaway
V.P., General Counsel & Secretary           President & Chief Operating
                                            Officer 

                                  17



                           LEASE NOVATION AGREEMENT


THIS AGREEMENT is entered into by and between

     Harsco Corporation, a Delaware Corporation with offices at 350 Poplar
     Church Road, Carnp Hill, Pennsylvania 17011-8888 (hereinaher called
     'Harsco'), and

     Brier Hill Steel Company, Inc., a Pennsylvania Corporation, having offices
     at P.O. Box 386, Route 40, Brier Hill, Pennsylvania 15415 (hereinafter
     called 'Lessor'), and

     United Defense, L.P., a Delaware limited partnership, with offices at P.O.
     Box 15512, York, Pennsylvania, 17405-1512.

WHEREAS, on 1 November 1993, Harsco and Lessor entered into a lease of 
certain property located in North Union Township, Fayette County, consisting 
of 40.94 acres of land, which premises are more fully described in the said 
lease (hereinafter called the 'Lease'), and

WHEREAS, pursuant to paragraph 21 of the Lease, Harsco has now assigned the 
Lease to an entity consisting of Harsco's BMY-Combat Systems and FMC 
Corporation's defense contracting business, and

WHEREAS, the parties to the Lease now wish to effect a novation, as required 
by paragraph 21,

NOW THEREFORE, the parties hereto agree as follows:

1.  Harsco hereby fully and completely delegates its duties and assigns its 
    rights and obligations under the Lease to United Defense, L.P. and, as a
    consequence, hereby relinquishes any and all rights or benefits arising
    thereunder.

2.  United Defense, L.P. acknowledges and accepts Harsco's delegation and
    assignment of the Lease and agrees to perforrn all Harsco's obligations 
    and accepts all Harsco's liabilities thereunder.

3.  Lessor hereby acknowledges and accepts said delegation and assignrnent and
    remises, releases and quit claims Harsco from any further duties,
    obligations or liabilities of any kind under the Lease.

4.  Delete from the preamble the reference to 'Harsco Corporation, a Delaware
    Corporation, having offices at 350 Poplar Church Road, Camp Hill,
    Pennsylvania, 17011,' and substitute therefor, 'United Defense, L.P., a
    Delaware limited partnership, with offices at One Wolps Church Road, York,
    Pennsylvania 17405-1512.'

5.  The parties hereto agree that all rents already paid under the Lease shall
    be credited to United Defense, L.P., and that United Defense, L.P. shall 
    be liable only for the 



    outstanding balance of rents owed and payable under paragraph 4 of the 
    Lease for the remainder of the Term and for the term of any options 
    executed by United Defense, L.P., as provided for in paragraph 5 of 
    the Lease.

6.  Delete all references thereafter to 'Harsco' and substitute therefor 
    'United Defense, L.P.'

7.  Paragraph 27, Notices, is hereby modified as follows: delete the reference
    to Harsco and substitute therefor, 'United Defense, L.P., P.O. Box 15512,
    York, PA 17405-1512, ATTN: Legal Department.'

8.  All other provisions of the Lease shall remain unchanged.

9.  This Agreement and the statements, terms and conditions contained herein 
    shall inure to the benefit of, and may be relied upon by, each of the 
    three parties hereto, together with their respective legal representatives,
    successors and permitted assignees, and shall be binding upon the three
    parties hereto, and their respective legal representatives, heirs,
    personal representatives, successors and assigns.

10. The Lease and this Agreement together contain the entire understanding of 
    the parties with respect to the subject matter hereof and supersede any 
    prior understanding or written or oral agreements by and between the three
    parties hereto.

HARSCO CORPORATION                      ATTEST:


By:/s/ Authorized Signatory             /s/ Authorized Signatory
   ----------------------------         ---------------------------


BRIER HILL STEEL COMPANY, INC.          ATTEST:


By:/s/ James R. Snyder                  /s/ Authorized Signatory
   ----------------------------         ---------------------------


UNITED DEFENSE, L.P.                    ATTEST:


By:/s/ Authorized Signatory             /s/ Authorized Signatory
   ----------------------------         ---------------------------



                              LEASE MODIFICATION


THIS AGREEMENT made and entered into this 17 day of June 1996, BY AND BETWEEN

     United Defense, L.P. (hereinafter referred to as 'United Defense, L.P.'),
     a Delaware limited partnership, with offices at P.O. Box 15512, York,
     Pennsylvania 17405-1512, and

     Brier Hill Steel Company, Inc. (hereinafter referred to as 'Lessor'),
     whose address is P.O. Box 386, Route 40, Brier Hill, Pennsylvania 15415.

                                  WITNESSETH:

WHEREAS, on l November 1993, Harsco Corporation (hereinafter 'Harsco') and 
Lessor entered into a Lease of certain property located in North Union 
Township, Fayette County, consisting of 40.94 acres of land, which Premises 
are more fully described in the said lease (hereinafter called the 'Lease'); 
and

WHEREAS, in or about March of 1994, Harsco, Lessor and United Defense, L.P. 
entered into a Lease Novation Agreement, whereby Lessor consented to Harsco's 
assignment of the Lease to United Defense, L.P. in substitution for Harsco; 
and

WHEREAS, in the Summer of 1995, Lessor added approximately one thousand six 
hundred square feet to the existing improvements on the Premises, as a result 
of which on October l, l995 United Defense, L.P. started paying Lessor, and 
Lessor started accepting from United Defense, L.P., a total monthly rent of 
$24,025.33; and

WHEREAS, United Defense, L.P. and Lessor now wish to amend and modify the 
said Lease to reflect the aforesaid increase in the square footage of total 
manufacturing space under roof at the Premises; and

WHEREAS, United Defense, L.P. and Lessor also wish to amend and modify the 
said Lease further to reflect their desire to increase the number of one year 
lease renewal options available to United Defense, L.P. from four separate 
one year options to seven separate one year options at a new rental rate per 
square foot; and

WHEREAS, United Defense, L.P. and Lessor also wish to amend and modify the 
said Lease further to reflect their desire to increase the number of options 
to purchase to Premises to match the increased number of lease renewal 
options;

NOW THEREFORE, United Defense, L.P. and Lessor agree as follows:

1.  Delete the nurnber '175,000' between the words 'containing' and 'square 
    feet' in the tenth line of the opening recitation on page one of the 
    Lease, and insert in lieu thereof the number '176,600'.



2.  Delete the number, 'Eight Hundred and Forty Thousand and 00/100 
    ($840,000.00) Dollars' in paragraph 4, 'RENT' and insert in lieu thereof,
    'Eight Hundred Forty-Eight Thousand Nine Hundred Ninety-Five and 88/100 
    ($848,995.88) Dollars'.

3.  Insert in the first sentence of paragraph 4, 'RENT', after the phrase, 
    '. . . in the amount of Twenty Three Thousand Three Hundred Thirty Three 
    and 33/100 ($23,333.33) Dollars each, . . .' the following, '. . . from
    November 1, 1993 through September 1, 1995, and in the amount of Twenty
    Four Thousand Twenty-Five and 33/100 ($24,025.33) Dollars each, from
    October 1, 1995 through October 1, 1996, . . .'

4.  Delete paragraph 5, 'OPTION TO RENEW', and substitute in lieu thereof the
    following new paragraph 5:

    'Provided United Defense, L.P. is not in default hereunder, Lessor hereby 
extends to United Defense, L.P. seven (7) separate options to extend and 
renew this Lease for seven (7) separate, additional terms for one (1) year 
each, at the identical terms and provisions set forth herein, except that the 
rent shall be as hereinafter set forth in Table I.  If United Defense, L.P. 
chooses to exercise any of such options, United Defense, L.P. must do so by 
written notice given to Lessor no less than sixty (60) days prior to 
expiration of the Term or any then effective renewal term of this Lease.  
Subject only to the giving of timely notice to Lessor, United Defense, L.P. 
shall be permitted to exercise its option at any time for any number of the 
consecutive renewal terms permitted hereunder.   For instance, United 
Defense, L.P. may deliver a notice specifically exercising both the first and 
second renewal terms at any time on or before sixty (60) days prior to 
expiration of the first year of the Term. Each permitted renewal term shall 
run from November 1 of the applicable year to October 31 of the following 
year.  The rent reserved for each one (1) year renewal term shall be as 
follows in Table I, and shall be payable without demand in advance, in the 
monthly installments stated hereinbelow.  Such rental installments shall be 
paid on the first day of each and every month during any renewal term.  
References hereinafter to 'the term' shall include, if applicable, any of the 
renewal terms which have been exercised and obtained by United Defense, L.P. 
under this paragraph.

    'Lease rates for the option terms, if exercised, are as follows:

                                Table I

Option                         Annual Rate/                   Monthly
Number       Lease Term         Sq. Foot     Annual Rent*   Installment

  1     1 Nov 96 - 31 Oct 97      $1.75      $309,050.00     $25,754.17
  2     1 Nov 97 - 31 Oct 98      $1.75      $309,050.00     $25,754.17
  3     1 Nov 98 - 31 Oct 99      $1.90      $333,540.00     $27,961.67
  4     1 Nov 99 - 31 Oct 00      $1.90      $333,540.00     $27,961.67
  5     1 Nov 00 - 31 Oct 01      $1.90      $333,540.00     $27,961.67
  6     1 Nov 01 - 31 Oct 02      $2.00      $353,200.00     $29,433.33



  7     1 Nov 02 - 31 Oct 03      $2.00      $353,200.00     $29,433.33

*The 'Annual Rent' is the product of the 'square feet' stated in paragraph 1 
of the Lease, times the 'Annual Rate/Sq Foot' stated in Table I of the Lease.

5.  In paragraph 24, 'OPTION TO PURCHASE', insert the following words or
    phrases in the provision beginning near the bottom page 17 of the Lease,
    which provision opens with the words, 'If United Defense, L.P. exercises
    its rights to any one or more . . .'

    a.   Between the words 'the' and 'four' in the first sentence (page
         17) insert the word 'first', such that the provision shall read, in
         part, '. . . one or more of the first four one (1) year extension
         terms . . .'

    b.   Between the words 'the' and 'extension' in the second sentence
         (page 18) insert the words 'first four', such that the provision
         shall read, in part, '. . . at any time during any of the first four
         extension terms . . .'

    c.   Between the second and the third sentences insert the following
         sentences:

         'If United Defense, L.P. exercises its rights to any one or more
         of the next three one (1) year extension terms provided for in
         paragraph 5 of this Lease, the exclusive and irrevocable option to
         purchase granted under this paragraph 24 shall be available to United
         Defense, L.P. during the extended term of this lease.  The purchase
         price at any time during any of the next three extension terms shall
         be One Million Three Hundred Fifty Thousand ($1,350,000.00) Dollars.'

    d.   At the end of paragraph 24, 'OPTION TO PURCHASE', insert the
         following Table II:


                                Table II
If Option to Purchase is                            The Purchase Price for the
Exercised During           Lease Term               Premises shall be

Basic Term Year 1          1 Nov 93 - 31 Oct 94     $1,500,000.00

Basic Term Year 2          1 Nov 94 - 31 Oct 95     $1,300,000.00

Basic Term Year 3          1 Nov 95 - 31 Oct 96     $1,100,000.00

Option Term 1              1 Nov 96 - 31 Oct 97     $1,100,000.00

Option Term 2              1 Nov 97 - 31 Oct 98     $1,100,000.00



Option Term 3              1 Nov 98 - 31 Oct 99     $1,100,000.00

Option Term 4              1 Nov 99 - 31 Oct 00     $1,100,000.00

Option Term 5              1 Nov 00 - 31 Oct 01     $1,350,000.00

Option Term 6              1 Nov 01 - 31 Oct 02     $1,350,000.00

Option Term 7              1 Nov 02 - 31 Oct 03     $1,350,000.00

IN WITNESS WHEREOF, the parties intending to be legally bound have executed 
this Agreement by signing below.

BRIER HILL STEEL COMPANY, INC.    UNITED DEFENSE, L.P.


/s/ James R. Snyder               /s/ Peter C. Woglom
------------------------------    ----------------------------------------
Name                              Name

Vice President                    V.P. & G.M. UDLP Ground Systems Division
------------------------------    ----------------------------------------
Title                             Title

June 4, 1996                      June 17, 1996
------------------------------    ----------------------------------------
Date                              Date



/s/ Authorized Signatory          /s/ Authorized Signatory
------------------------------    ----------------------------------------
Attest                            Attest