LEASE AGREEMENT

Exhibit 10.27

LEASE AGREEMENT

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS AGREEMENT WHICH ARE DENOTED BY ***. A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTION, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

THIS LEASE AGREEMENT (this “Lease” ) is made as of the 20th day of December, 2004 by and between NORFOLK SOUTHERN RAILWAY COMPANY , a Virginia corporation (the “Landlord” ); and JOHNSTOWN AMERICA CORPORATION , a Delaware corporation (the “Tenant” ).

1. Premises; Use. For and in consideration of the agreements set forth herein, to be paid, kept and performed by Tenant, Landlord hereby leases and rents to Tenant, insofar as its right, title and interest in the Premises enables it to do so, that certain real property located in Roanoke, Virginia and consisting of approximately 11.6 acres, the location and dimensions of which are substantially shown on Exhibit A attached hereto (the “Land” ), together with all improvements thereon (the “Improvements” ) including, without limitation, the following:

All equipment, machinery and other personal property described on Exhibit E attached hereto (collectively, the “Surplus Equipment” ) shall be removed by Landlord from the Premises, or relocated to a location within the Premises mutually acceptable to Landlord and Tenant, no later than forty-five (45) days after the date of this Lease (the “Removal Deadline” ). In the event that the removal of the Surplus Equipment (the “Removal Work” ) by the Removal Deadline is not reasonably practicable, Landlord shall prosecute the Removal Work diligently until completion. Landlord and Tenant shall coordinate the Removal Work with Tenant’s on-site preparations so as to enable Tenant to initiate manufacturing operations at the Premises as soon as reasonably possible. Landlord may perform the Removal Work through the use of Landlord’s internal forces (such internal forces of Landlord to be provided at no charge to Tenant) and third party-contractors selected by Landlord, and Landlord and Tenant shall cooperate with each other in connection with the administration of all individuals retained, and agreements executed, pursuant to the Removal Work. All invoices submitted by third-party contractors in connection with the Removal Work (collectively, the “Removal Work Invoices” ) shall be subject to Landlord’s prior approval and, promptly after such approval, Tenant initially shall be obligated for the payment thereof; provided, however, upon Landlord’s receipt of documentation reasonably establishing Tenant’s

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payment of one or more Removal Work Invoices, Landlord shall grant Tenant a credit for the amount of such Removal Work Invoices against the next due future installments of monthly base rental until Tenant has been reimbursed fully for its payment of the Removal Work Invoices. Such abatement of monthly base rent shall be in addition to, and not concurrent with, any and all other abatement of monthly base rent which Landlord may be otherwise obligated to provide to Tenant. Such documentation of payments may include: (i) copies of executed contracts; (ii) copies of invoices for labor, services and/or materials marked “Paid”, copies of bills of lading, and/or copies of other bills or receipts for goods, materials and/or services marked “Paid”; (iii) copies of canceled checks; and (iv) such other proofs of payments as may be reasonably requested by Landlord.

The Land and the Improvements are collectively referred to herein as the “Premises” . This Lease is subject to all encumbrances, easements, conditions, covenants and restrictions, whether or not of record.

The Premises, excluding the Parking Area, shall be used for the manufacture, repair and shipment of rail cars and all uses incidental thereto and no other purpose. The Parking Area shall be used solely for the parking of vehicles by Tenant’s employees, agents, contractors and invitees (collectively “Tenant’s Personnel” ) and no other purpose, and Tenant’s Personnel shall have a non-exclusive license over the footbridge and pathways shown on Exhibit A attached hereto for pedestrian access between the Parking Area and the remainder of the Premises. The Premises shall not be used for any illegal purposes, for the storage of unlicensed vehicles, nor in any manner to create any nuisance or trespass. No smoking is permitted in or about the Premises. Landlord reserves unto itself and its permittees, the permanent right to construct, maintain or replace upon, under, or over the Premises, any pipe, electrical, telecommunications, and signal lines, or any other facilities of like character now installed or hereinafter to be installed, all at no expense to Tenant. Notwithstanding anything to the contrary contained herein, Landlord’s exercise of the rights set forth in the preceding sentence shall be done in such a manner as to not burden Tenant’s operations with commercially unreasonable inconvenience.

The terms and conditions of the Rider, if any, attached hereto as Exhibit B are incorporated herein by this reference. In the event of an inconsistency between the terms hereof and the terms of the Rider, the terms of the Rider shall prevail.

2. Term. To have and to hold for a term of ten (10) years, said term to begin on December 1, 2004 , and to end at midnight on November 30, 2014 (the “Initial Term”) , unless sooner terminated as hereinafter provided.

3. Base Rental. Commencing on December 31, 2004 (the “Rental Commencement Date” ) and thereafter on the first day of each calendar month through and including June, 2005, Tenant shall pay to Landlord, without offset, abatement or demand, monthly base rental in the amount of ***. Commencing on July 1, 2005 and continuing thereafter on the first day of each calendar month through and including November, 2014, Tenant shall pay to Landlord, without offset, abatement or demand, monthly base rental in the following amounts:

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Base rental shall be due in advance. Except in the event of default, base rental for any partial rental periods shall be prorated. The acceptance by Landlord of base rental shall not constitute a waiver of any of Landlord’s rights or remedies under this Lease. All payments of base rental, and any additional rental payable hereunder, shall be sent to the Treasurer of Landlord at P.O. Box 116944, Atlanta, Georgia 30368-6944, or such other address as Landlord may designate in any invoice delivered to Tenant. Prior to or simultaneously with Tenant’s execution of this Lease, Tenant has paid to Landlord the first installment of base rental due hereunder. In the event Tenant fails to pay base rental or any other payment called for under this Lease on or before the due date and Tenant’s failure to pay continues for more than ten (10) days after Tenant’s receipt of written notice from Landlord, then Tenant shall pay a late charge equal to two percent (2 %) of the unpaid amount. In addition, any sum not paid within thirty (30) days of its due date shall accrue interest thereafter until paid at the rate per annum equal to the lesser of (a) the highest interest rate permitted by applicable law; or (b) ten percent (10%).

4. Utilities. Except as otherwise set forth in the Rider attached hereto, Landlord shall have no obligation to provide light, water, heat, air conditioning or any other utilities or services to the Premises. Except as otherwise set forth in the Rider attached hereto, Tenant shall place any and all utility and service related bills in its name and shall timely pay the same, along with all assessments or other governmental fees or charges pertaining to the Premises. If Tenant does not pay same, Landlord may (but shall not be obligated to) pay the same, including any and all late fees and penalties, and such payment shall be added to and treated as additional rental of the Premises.

5. Maintenance and Repairs. Tenant, at its sole cost, shall keep and maintain all of the Premises (including, but not limited to, all structural and non-structural components thereof, all systems and the Equipment) in the same condition as when first received, normal wear and tear excepted, and shall keep the interiors of the buildings in the Premises free of pests and rodents. All Planned Capital Improvements (as hereinafter defined) and Additional Capital Improvements (as hereinafter defined) shall be kept in good order and repair (including replacements). Tenant hereby waives (a) any rights at law or in equity to require Landlord to perform any repair, replacement or maintenance to the Premises, and (b) any right to abate rental or terminate this Lease due to the failure by Landlord to perform any repairs, replacements or maintenance. Tenant shall not create any lien, charge or encumbrance upon the Premises, and Tenant shall promptly remove or bond over any such lien, charge or encumbrance.

6. Modifications and Alterations to the Premises. Tenant shall make no modifications, alterations or improvements to the Premises without the prior written consent of Landlord, which consent may not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, except for the Planned Capital Improvements described in Paragraph 6 of Exhibit B of this Lease, Landlord’s consent shall not be required for non-structural modifications, alterations or improvements which cost less than $50,000.00; provided , however , Tenant shall provide Landlord with written notice of such

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modifications, alterations or improvements not less than fifteen (15) days prior to the commencement thereof along with copies of plans, specifications and other materials describing such work in reasonable detail. Any modifications or alterations consented to by Landlord shall be completed in a good, workmanlike and lien-free manner, in accordance with all applicable laws, codes, regulations and ordinances and by contractors approved by Landlord. Unless otherwise agreed by the parties hereto, any alterations or improvements to the Premises made by Tenant shall become the property of Landlord; provided, however, Landlord, at its option, may require Tenant to remove any improvements or repair any alterations in order to restore the Premises to the condition existing at the time Tenant took possession. Tenant, at the time it requests approval for a proposed alteration, may request in writing that Landlord advise Tenant whether the alteration or any portion of the alteration must be removed at the end of the Lease term. Within thirty (30) days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the alteration are required to be removed. Notwithstanding the foregoing, Tenant may remove any moveable equipment or trade fixtures owned by Tenant during the term of this Lease, provided that any damage caused by such removal shall be repaired by Tenant in a manner acceptable to Landlord.

7. Return of Premises. Except as specifically provided herein, Tenant agrees to return the Premises to Landlord at the expiration or prior termination of this Lease in the same condition and repair as when first received, normal wear and tear excepted. Tenant agrees to remove its moveable equipment and trade fixtures from the Premises at the expiration or prior termination of this Lease. Tenant shall immediately repair any damage arising out of any such removal in a manner reasonably acceptable to Landlord.

8. Destruction of or Damage to Premises. If the whole or any part of the Premises shall be damaged or destroyed by any casualty, then the base rental payable by Tenant to Landlord hereunder shall be equitably abated or adjusted, as the case may be, in light of the impairment to that portion of the Premises of which Tenant is deprived on account of such damage or destruction or the work of repair, restoration, replacement or rebuilding. In the event of any damage to any portion of the Premises, except with respect to those structural components of the roof, foundation and exterior walls of the Improvements for which Landlord is responsible pursuant to Paragraph 9 of Exhibit B attached hereto, Tenant shall immediately repair, restore, replace or rebuild the Premises to substantially the condition in which the Premises were immediately before such damage or destruction, in accordance with the specifications reasonably approved by Landlord. Tenant shall diligently execute such repair, restoration, replacement or rebuilding without delay or interruption. Without limiting that obligation of Tenant, Landlord shall make available to Tenant any proceeds that Landlord actually has received from the property insurance policy described in Paragraph 21 below in connection with such damage or destruction; provided, however, Landlord shall not be obligated to pay to Tenant more than the total cost of such repairs and restoration (as evidenced by paid invoices delivered to Landlord). All such repairs and restoration shall be performed by contractors reasonably approved by Landlord and shall be performed in a good, workmanlike and lien-free manner in accordance with plans and specifications approved by Landlord. Landlord shall be entitled to require performance bonds or other similar protections to protect Landlord’s interest in the Premises from becoming subject to any mechanics or materialmen liens. Notwithstanding anything to the contrary contained herein, if that damage or destruction occurs during the last three (3) years of the Term and the estimated cost to repair exceeds twenty-five percent (25 per cent) of the full replacement cost of the Premises, or damage to the Premises renders the Premises unusable for Tenant’s purposes, either Landlord or Tenant may elect to terminate this Lease by written notice served on the other party within sixty (60) days after the occurrence of such damage or destruction. On such termination, base rental, Taxes (as hereinafter defined) and any other

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sums payable by Tenant to Landlord hereunder shall be prorated as of the termination date. If all or substantially all of the Premises are destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and rental shall be accounted for as between Landlord and Tenant as of that date. In the event of such termination, rental shall be prorated and paid up to the date of such casualty. In no event shall Tenant have any right to terminate this Lease if the casualty in question was caused or contributed to by Tenant, its agents, employees, contractors or invitees.

9. Indemnity. Except to the extent caused by Landlord’s negligence, intentional misconduct or breach of this Lease, Tenant agrees to indemnify, defend and save harmless Landlord, Landlord’s parent companies, subsidiaries, affiliates, lessors, licensors, and subsidiaries of parent companies (collectively the “Landlord Related Entities” ) and Landlord’s and Landlord’s Related Entities’ officers, directors, members, shareholders, lenders, agents and employees (collectively the “Landlord Entities” ) against all claims (including but not limited to claims for bodily injury, death or property damage), economic losses, liabilities, costs, injuries, damages, actions, mechanic’s liens, losses and expenses (including but not limited to reasonable attorney’s fees and costs) to whomsoever, including, but not limited to, Tenant’s agents, workmen, servants or employees (collectively, “Tenant Claims” ) to the extent caused by Tenant’s negligence, intentional misconduct or breach of this Lease or otherwise arising out of or relating to Tenant’s use or occupancy of the Premises.

Except to the extent of Tenant’s negligence, intentional misconduct or breach of this Lease, Landlord agrees to indemnify, defend and save harmless Tenant, Tenant’s parent companies, subsidiaries, affiliates, lessors, licensors, and subsidiaries of parent companies (collectively the “Tenant Related Entities” ) and Tenant’s and Tenant’s Related Entities’ officers, directors, members, shareholders, lenders, agents and employees (collectively the “Tenant Entities” ) against all claims (including but not limited to claims for bodily injury, death or property damage), economic losses, liabilities, costs, injuries, damages, actions, mechanic’s liens, losses and expenses (including but not limited to reasonable attorney’s fees and costs) to whomsoever, including, but not limited to, Landlord’s agents, workmen, servants or employees, (collectively, “Landlord Claims” ) to the extent caused by Landlord’s negligence, intentional misconduct or breach of this Lease.

10. Governmental Orders. Tenant agrees, at its own expense, to comply with all laws, orders, regulations, ordinances or restrictions applicable by reason of Tenant’s use or occupancy of the Premises or operation of its business, except that the correction of any violations that existed prior to the first day of the term of this Lease shall be corrected at the sole expense of Landlord except to the extent that such violations were known to Tenant and exacerbated by activities at the Premises performed by or on behalf of Tenant.

11. Condemnation. If all or a portion of the Premises shall be condemned by any legally constituted authority for any public use or purpose, or sold under threat of condemnation, then this Lease shall terminate as to the part so taken as of the date of taken, and, in the case of a partial taking, either Landlord or Tenant shall have the right to terminate this Lease as to the balance of the Premises by written notice to the other within thirty (30) days after such date; provided , however , that a condition to the exercise by Tenant if such right to terminate shall be that the portion of the Premises taken shall be of such extent and nature as to render the Premises unusable for Tenant’s purposes. All condemnation awards shall belong to Landlord; provided , however , to the extent permitted under applicable law, Tenant shall be entitled to file a separate claim against the condemning authority for loss of its personal property and moving expenses so long as the filing of such claim does not affect or reduce Landlord’s claim as to such awards or proceeds. In the event of a partial taking of the Premises that does not result in a

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termination of the Lease, base rental, Taxes and any other sums payable by Tenant to Landlord hereunder shall be equitably reduced, as reasonable determined by Landlord.

12. Assignment. Tenant may not assign this Lease or any interest thereunder or sublet the Premises in whole or in part or allow all or a portion of the Premises to be used by a third party without the prior written consent of Landlord. If Tenant is a corporation, partnership, limited liability company or other entity, the transfer of more than fifty percent (50%) of the ownership interests of Tenant or the transfer of a lesser percentage which results in a transfer of control of Tenant (WHICH INCLUDES, WITHOUT LIMITATION, TRANSACTIONS IN WHICH TENANT SELLS ITS BUSINESS, SELLS ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ITS BUSINESS OR MERGES OR CONSOLIDATES WITH ANOTHER ENTITY), whether in one transaction or a series of related transactions, shall constitute an assignment for purposes of this Lease. All requests for an assignment or sublease shall be accompanied by a copy of the proposed business terms and an administrative fee in the amount of $750.00. Any assignee shall become liable directly to Landlord for all obligations of Tenant hereunder. No such assignment or sublease nor any subsequent amendment of this Lease shall release Tenant or any guarantor of Tenant’s obligations hereunder. If any such subtenant or assignee pays rental in excess of the rental due hereunder or if Tenant receives any other consideration on account of any such assignment or sublease, Tenant shall pay to Landlord, as additional rental, one-half of such excess rental or other consideration (net of related expenses) upon the receipt thereof. Any assignment or sublease made in violation of this Paragraph 12 shall be void and shall constitute a default hereunder. Notwithstanding the foregoing, provided that Tenant is not then in default of this Lease beyond any applicable period for the cure thereof, Tenant shall be entitled to assign this Lease in connection with a merger, consolidation, recapitalization or other business combination transaction, without Landlord’s consent, but only after written notice to Landlord and after paying to Landlord the administrative fee described above, provided that the tangible net worth of the surviving entity in any such merger, consolidation or business reorganization transaction is not less than the tangible net worth of Tenant immediately prior to such transaction and such surviving entity executes an agreement , in form and substance satisfactory to Landlord, which memorializes that such surviving corporation shall be fully liable for the performance of the obligations of Tenant under this Lease. If requested by Landlord, Tenant shall provided Landlord audited or certified financial statements to evidence the satisfaction of the tangible net worth requirement provided above.

Landlord will not unreasonably withhold or delay its consent to a proposed assignment or sublease. In determining the reasonableness of Landlord’s decision to withhold or grant its consent to any proposed assignment or sublease, Landlord may take into consideration all relevant factors surrounding the proposed assignment or sublease, including, without limitation, the following:

Notwithstanding anything to the contrary in this Paragraph 12, a public offering of equity securities of Tenant which results in Tenant’s stock being traded on a securities exchange, including, but

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not limited to, the NYSE, the NASDAQ Stock Market or the NASDAQ Small Cap Market System, shall not be considered an assignment, sublease or other such transaction for purposes of this Lease.

13. Environmental. Tenant covenants that neither Tenant, nor any of its agents, employees, contractors or invitees shall cause any aboveground or underground storage tanks or associated piping (collectively “Tanks ” ) to be located on or under the Premises or any Hazardous Materials (as hereinafter defined) to be stored or handled on the Premises, except that Tenant may bring onto the Premises for its use in its operations commercial products (identified by name or type in Exhibit G attached hereto) as long as such use and incidental storage is done in compliance with applicable Environmental Laws, as that term is defined below. Tenant shall comply, at its own expense, with any and all applicable laws, ordinances, rules, regulations and requirements respecting solid waste, hazardous waste, air, water, pollution or otherwise relating to the environment or health and safety (collectively “Environmental Laws” ). Tenant shall not under any circumstance treat, release or dispose of trash, debris or wastes or Hazardous Materials on the Premises and will not conduct any activities on the Premises which require a hazardous waste treatment, storage or disposal permit. As used herein, the term “Hazardous Materials” means asbestos, polychlorinated biphenyls, oil, gasoline or other petroleum based liquids, and any and all other materials or substances deemed hazardous or toxic or regulated by applicable laws, including but not limited to substances defined as hazardous under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 6901 et seq . (or any state counterpart to the foregoing statutes) or determined to present the unreasonable risk of injury to health or the environment under the Toxic Substances Control Act, as amended, 15 U.S.C. 2601 et seq . In addition, Landlord requires that Tenant obtain in Tenant’s own name all environmental permits Tenant must have to conduct its operations on the Premises. It is expressly understood that Tenant cannot use any environmental permits that may have been issued to Landlord to conduct Tenant’s operations, and Tenant likewise cannot convey any process water discharges to or through Landlord’s wastewater treatment plant. However, the foregoing permit restriction does not apply to the provision of certain utilities by Landlord to Tenant as set forth in Paragraph 4 of Exhibit B attached hereto to the extent Landlord can provide same as contemplated by said provision.

Tenant shall indemnify, defend and hold the Landlord Entities harmless from and against any and all claims, judgments, damages, penalties, fines, costs (including without limitation, consultant’s fees, experts’ fees, reasonable attorney’s fees, investigation and cleanup costs and courts costs), liabilities or losses resulting from (1) the storage, handling, treatment, release, disposal, presence or use of Hazardous Materials in, on or about the Premises from and after the date of this Lease or (2) the violation by Tenant of any provision of any Environmental Laws. Landlord shall indemnify, defend and hold the Tenant Entities harmless from and against any and all claims, judgments, damages, penalties, fines, costs (including without limitation, consultant’s fees, experts’ fees, reasonable attorney’s fees, investigation and cleanup costs and courts costs), liabilities or losses resulting from (1) the storage, handling, treatment, release, disposal, presence or use of Hazardous Materials in, on or about the Premises prior to the date of this Lease or (2) the violation by Landlord of any provision of any Environmental Laws pertaining to the Premises that occurred prior to the date of this Lease.

Without limiting the generality of the foregoing indemnity, in the event Landlord has reason to believe that the covenants set forth in this Paragraph 13 have been violated by Tenant, Landlord shall be entitled, at Tenant’s sole expense, to take such actions as Landlord deems necessary in order to assess, contain, delineate and/or remediate any condition created by such violation. Any sums expended by Landlord shall be reimbursed by Tenant, as additional rental, within thirty (30) days after demand therefor by Landlord. Landlord has the right to enter the Premises at all reasonable times for purposes of inspecting

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the Premises in order to evaluate Tenant’s compliance with the convenants of this Paragraph 13. In the event Tenant delivers or receives any notices or materials from any governmental or quasi-governmental entity and such notices or materials relate to Tanks or Hazardous Materials in, on or about the Premises, Tenant shall immediately send to Landlord a copy of such notices or materials. Tenant shall also provide Landlord with a detailed report relating to any release of a Hazardous Material in, on or about the Premises whenever such release is required to be reported to governmental authorities pursuant to the Environmental Laws. Upon the expiration or earlier termination of this Lease, Landlord shall have the right to cause to be performed such environmental studies of the Premises by an environmental consultant as are necessary to determine whether any Hazardous Materials have been stored, handled, treated, released, brought upon or disposed of on the Premises during the term of this Lease in violation of the terms hereof. If any such study reveals any violation of this Lease by Tenant, its agents, employees, contractors or invitees, Tenant shall promptly reimburse Landlord for the costs of such studies and Tenant shall immediately undertake a further investigation, if necessary, and remediation of such contamination. Landlord may undertake such investigation and remediation if Tenant fails to do so within a reasonable time frame, in which case Tenant shall promptly reimburse Landlord for the cost of same within thirty (30) days after demand therefore by Landlord. The obligations of this Paragraph 13 shall survive the expiration or earlier termination of this Lease.

14. Default; Remedies. In the event (i) any payment of rental or other sum due hereunder is not paid within ten (10) days after Tenant’s receipt of written notice that such sum was not paid by the due date thereof; (ii) Tenant shall fail to comply with any term, provision, condition or covenant of this Lease, other than an obligation requiring the payment of rental or other sums hereunder, and shall not cure such failure within thirty (30) days after notice to the Tenant of such failure to comply, or if such failure cannot reasonably be cured within such thirty (30) day period, then Tenant shall have failed to commence such cure within thirty (30) days after notice, diligently pursued such cure thereafter and completed such cure not later than ninety (90) days after notice; (iii) Tenant shall attempt to violate or violate Paragraph 12 above; or (iv) Tenant shall file a petition under any applicable federal or state bankruptcy or insolvency law or have any involuntary petition filed thereunder against it, then Landlord, in addition to any remedy available at law or in equity, shall have the option to do any one or more of the following:

(a) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. Tenant agrees to indemnify the Landlord Entities for all loss, damage and expense which Landlord may suffer by reason of such termination.

(b) Without terminating this Lease, terminate Tenant’s right of possession, whereupon rental shall continue to accrue and be owed by Tenant hereunder. Thereafter, at Landlord’s option, Landlord may enter upon and relet all or a portion of the Premises (or relet the Premises together with any additional space) for a term longer or shorter than the remaining term hereunder and otherwise on terms satisfactory to Landlord. Tenant shall be liable to Landlord for the deficiency, if any, between Tenant’s rental hereunder and all net sums received by Landlord on account of such reletting (after deducting all costs incurred by Landlord in connection with any such reletting, including without limitation, tenant improvement costs, brokerage commissions and attorney’s fees).

(c) Pursue a dispossessory, eviction or other similar action against Tenant, in which event Tenant shall remain liable for all amounts owed hereunder, including amounts accruing hereunder from and after the date that a writ of possession is issued.

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(d) Perform any unperformed obligation of Tenant, including, but not limited to, cleaning up any trash, debris or property remaining in or about the Premises upon the expiration or earlier termination of this Lease. Any sums expended by Landlord shall be repaid by Tenant, as additional rental, within ten (10) days after demand therefor by Landlord.

Pursuit of any of the foregoing remedies shall not preclude pursuit of any other remedies available at law or in equity. Tenant agrees to pay all costs and expenses, including, but not limited to, reasonable attorney’s fees and consultant’s fees, incurred by Landlord in connection with enforcing the performance of any of the provisions of this Lease, whether suit is actually filed or not. Acceptance of rental or any other sums paid by Tenant shall not constitute the waiver by Landlord of any of the terms of this Lease or any default by Tenant hereunder. Landlord shall be required to mitigate damages only to the extent required by the laws of the Commonwealth of Virginia. If the laws of the Commonwealth of Virginia require Landlord to mitigate damages then (i) Landlord shall have no obligation to treat preferentially the Premises compared to other premises Landlord has available for leasing; (ii) Landlord shall not be obligated to expend any efforts or any monies beyond those Landlord would expend in the ordinary course of leasing space; and (iii) in evaluating a prospective reletting of the Premises, the term, rental, use and the reputation, experience and financial standing of prospective tenants are factors which Landlord may properly consider.

15. Signs; Entry by Landlord. Landlord may place “For Lease” signs upon the Premises one hundred twenty (120) days before the termination of this Lease and may place “For Sale” signs upon the Premises at any time. Landlord may enter the Premises with prior notice to Tenant at reasonable hours during the term of this Lease (a) to show the same to prospective purchasers or tenants, (b) to make repairs to Landlord’s adjoining property, if any, (c) to inspect the Premises in order to evaluate Tenant’s compliance with the convenants set forth in this Lease, or (d) to perform activities otherwise permitted or contemplated hereby.

16. No Estate in Land. This Lease shall create the relationship of landlord and tenant between Landlord and Tenant; Tenant’s interest is not assignable by Tenant except as provided in Paragraph 12, above.

17. Holding Over. If Tenant remains in possession of the Premises after expiration or earlier termination of the term hereof with Landlord’s written consent, Tenant shall be a month-to-month tenant upon all the same terms and conditions as contained in this Lease, and there shall be no renewal of this Lease by operation of law. Such month-to-month tenancy shall be terminable upon thirty (30) days written notice by either party to the other. Tenant waives any right that it may have to additional notice pursuant to applicable law. If Tenant remains in possession of the Premises after the expiration or earlier termination of the term hereof without Landlord’s written consent, Tenant shall be a tenant at sufferance subject to immediate eviction. In such event, in addition to paying Landlord any damages resulting from such holdover, Tenant shall pay base rental at the rate of one hundred fifty percent (150%) of the then current base rental; ***. In such circumstance, acceptance of base rental by Landlord shall not constitute consent or agreement by Landlord to Tenant’s holding over and shall not waive Landlord’s right to evict Tenant immediately.

18. Notices. Any notice given pursuant to this Lease shall be in writing and sent by certified mail, return receipt requested, by hand delivery or by reputable overnight courier to:

(a) Landlord : c/o Director Real Estate, Norfolk Southern Corporation, 1200 Peachtree Street, NE, 12 ^th Floor, Atlanta, Georgia 30309, Facsimile No.: 404/653-3430 and c/o AVP Material Management, 110 Franklin Road, SE, Box 72, Roanoke, Virginia 24042, Facsimile No. 540/855-6230, or at such other address as Landlord may designate in writing to Tenant.

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(b) Tenant : 17 Johns Street, Johnstown, Pennsylvania 15901 Facsimile No.: 814/533-5070 Attention: President, or at such other address as Tenant may designate in writing to Landlord.

Any notice sent in the manner set forth above shall be deemed delivered three (3) days after said notice is deposited in the mail if sent by certified mail (return receipt requested), or upon receipt if sent by hand delivery or reputable overnight courier. Any change of notice address by either party shall be delivered to the other party by the manner of notice required hereby.

19. Track Clearance. Notwithstanding anything contained in this Lease, and irrespective of the sole, joint, or concurring negligence of Landlord, Tenant shall assume sole responsibility for and shall indemnify, save harmless and defend the Landlord Entities from and against all claims, actions or legal proceedings arising, in whole or in part, from the conduct of Tenant’s operations, or the placement of Tenant’s fixtures, equipment or other property, within twenty-five feet (25’) of Landlord’s tracks, if any, located on or adjacent to the Premises. In this connection it is specifically understood that knowledge on the part of Landlord of a violation of the foregoing clearance requirement, whether such knowledge is actual or implied, shall not constitute a waiver and shall not relieve Tenant of its obligations to indemnify the Landlord Entities for losses and claims resulting from any such violation.

20. Brokerage. Landlord and Tenant hereby covenant and agree to indemnify and hold the other harmless from and against any and all loss, liability, damage, claim, judgment, cost and expense (including without limitation attorney’s fees and litigation costs) that may be incurred or suffered by the other because of any claim for any fee, commission or similar compensation with respect to this Lease, made by any broker, agent or finder claiming by, through or under the indemnifying party, whether or not such claim is valid.

21. Tenant’s Insurance. Tenant shall procure and maintain, at all times and at its expense, in a form and with an insurance company acceptable to Landlord, the following types of insurance:

(a) Workers’ Compensation Insurance to meet fully the requirement of any compensation act, plan or legislative enactment applicable in connection with the death, disability or injury of Licensee’s officers, agents, servants or employees arising directly or indirectly out of the performance of this Lease;

(b) Employers’ Liability Insurance with limits of not less than $500,000 each accident, $500,000 policy limit for disease, and $500,000 each employee for disease;

(c) Automobile Liability Insurance with a combined single limit of not less than $500,000 each occurrence for injury to or death of persons and damage to or loss or destruction of property arising out of the use of owned or non-owned vehicles;

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(d) Commercial General Liability Insurance for the Premises having a single limit of not less than $5,000,000.00 for each occurrence, covering Tenant’s contractual liability hereunder, and covering Tenant and Landlord for liability arising out of work performed by any third parties for Tenant in or about the Premises; and

(e) property insurance at replacement cost value to cover the Improvements upon the Premises.

Each of the foregoing types of coverage shall name the Landlord Entities as additional insureds and be considered primary and noncontributory, regardless of any insurance carried by Landlord; provided , however , Landlord shall be the loss payee under the property insurance policy. Tenant shall deliver certificates of insurance evidencing the insurance required hereinabove to Landlord simultaneously with the execution of this Lease by Tenant, which certificates shall reflect that the policies shall not be canceled without at least thirty (30) days prior notice to Landlord. If Tenant fails to obtain the necessary coverages, Landlord may do so at Tenant’s expense and the same shall constitute additional rental. All insurance certificates should be delivered to Landlord’s Risk Management Department, Three Commercial Place, Norfolk, Virginia 23510, simultaneously with the execution of this Lease by Tenant. The minimum limits of insurance provided for hereunder are not intended to be a limitation on the liability of Tenant hereunder and shall not waive Landlord’s right to seek a full recovery from Tenant.

Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage with respect to Tenant’s property, leasehold improvements, the buildings, the Premises, or any contents thereof, including rights, claims, actions and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance.

22. Taxes. Each year during the term of this Lease, Tenant agrees to reimburse Landlord, as additional rental, for all real estate taxes and assessments (regular or special) pertaining to the Premises, paid by Landlord with respect to the Premises over and above the annual sum of $75,000 (“Taxes” ) which sum has been included in the base rental described in Paragraph 3 of this Lease. Landlord has been advised by representatives of the City of Roanoke that the Premises shall be separately assessed as of January 1, 2005. Landlord may, but shall not be obligated to, invoice Tenant for the estimated Taxes for each calendar year (but no more frequently than monthly), which amount shall be adjusted each year based upon anticipated Taxes. If the Premises are part of a larger tract, the Taxes for which Tenant is responsible for reimbursing Landlord pursuant to the terms hereof shall be the share of such total Taxes that Landlord reasonably determines are applicable to the Premises, giving due consideration to the relative value of the Premises and the value of the land and improvements reflected in the applicable tax valuation. Upon request from Tenant, Landlord shall provide Tenant with copies of tax bills for the Taxes. If Landlord has been invoicing Tenant for Taxes and the tax bills indicate that the total of the payments made by Tenant exceeds the amount of Taxes applicable to the Premises, Landlord shall credit any such amount against the Tax reimbursement payment next coming due. In the event the accounting shows that the total of the Tax payments made by Tenant is less than the amount of Tax payment due from Tenant under this Paragraph, the accounting shall be accompanied by an invoice for the additional payment. During the year in which this Lease terminates, Landlord shall have the option to invoice Tenant for Taxes based upon the previous year’s Taxes. If this Lease commences on a day other than the first day of a tax year or ends on a day other than the last day of a tax year, the amount of any Taxes payable by Tenant applicable to the year in which the term commences or ends shall be prorated. Tenant

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agrees to pay any sum due under this Paragraph within ten (10) days following receipt of the invoice showing the amount due.

23. Joint and Several. If Tenant comprises more than one person, corporation, partnership or other entity, the liability hereunder of all such persons, corporations, partnerships or other entities shall be joint and several.

24. No Warranties; Entire Agreement. TENANT ACCEPTS THE PREMISES “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER IMPLIED WARRANTIES. TENANT ACKNOWLEDGES THAT THE PREMISES MAY CONTAIN ASBESTOS OR LEAD-BASED PAINT AND SHOULD CONDUCT ANY RENOVATION OR CONSTRUCTION ACTIVITIES OF THE IMPROVEMENTS IN ACCORDANCE WITH ENVIRONMENTAL LAWS, INCLUDING WITHOUT LIMITATION, APPLICABLE FEDERAL OR STATE EPA OR OSHA REGULATIONS. LANDLORD SHALL NOT BE LIABLE FOR, AND TENANT HEREBY RELEASES LANDLORD FROM ALL CLAIMS FOR ECONOMIC LOSSES AND ALL OTHER DAMAGE OF ANY NATURE WHATSOEVER ACCRUING TO TENANT, INCLUDING, BUT NOT LIMITED TO THE VALUE OF ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS OF TENANT UPON THE PREMISES, RESULTING FROM OR ARISING BY REASON OF ANY DEFICIENCY, INSUFFICIENCY OR FAILURE OF TITLE OF LANDLORD. IN NO EVENT SHALL EITHER LANDLORD OR TENANT BE LIABLE TO THE OTHER PARTY HERETO FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS, COST OF CAPITAL OR BUSINESS INTERRUPTION EXPENSES) ARISING OUT OF OR RELATED TO THIS LEASE, EVEN IF LANDLORD OR TENANT, AS THE CASE MAY BE, HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LEASE CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO AS TO THE PREMISES, AND NO REPRESENTATIONS, INDUCEMENTS, PROMISES OR AGREEMENTS, ORAL OR OTHERWISE, BETWEEN THE PARTIES, NOT EMBODIED HEREIN, SHALL BE OF ANY FORCE OR EFFECT.

25. Survival. The provisions of Paragraphs 6, 7, 9, 13, 17, 20 and 22 of this Lease, Paragraphs 5, 10, 12 and 13 of Exhibit B attached hereto, Appendix 1 of Exhibit B attached hereto, and Paragraphs 5, 6 and 11 of Exhibit D attached hereto shall survive the expiration or earlier termination of this Lease.

26. Miscellaneous. Knowledge on the part of Landlord or any employee, agent or representative of Landlord of any violation of any of the terms of this Lease by Tenant shall constitute neither negligence nor consent on the part of Landlord, and shall in no event relieve Tenant of any of the responsibilities and obligations assumed by Tenant in this Lease. All rights, powers and privileges conferred hereunder upon the parties hereto shall be cumulative but not restrictive to those given by law. No failure of one party to exercise any power hereunder, or to insist upon strict compliance by the other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of such party’s right to demand exact compliance with the terms hereof. Subject to the terms of Paragraph 12 above, this Lease shall be binding upon and shall inure to the benefit of the respective successors and permitted assigns of Landlord and Tenant. If any term, covenant or condition of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or

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condition to persons, entities or circumstances other than those which or to which used may be held invalid or unenforceable, shall not be affected thereby, and each term, covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law. Time is of the essence in this Lease. Neither party shall be bound hereunder until such time as both parties have signed this Lease. This Lease shall be governed by the laws of the State or Commonwealth in which the Premises are located.

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IN WITNESS WHEREOF , the parties have hereunto set their hands and seals, effective the day and year first above written.

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Exhibit A