Exhibit 10.19.2

                                 AMENDMENT NO. 5
                              TO SUBLEASE AGREEMENT


     THIS  AMENDMENT TO SUBLEASE  AGREEMENT  dated December 11, 1991, as amended
("Sublease")  by  and  between  AMERICAN  CAST  IRON  PIPE  COMPANY,  a  Georgia
corporation  ("Landlord")  and L.B. FOSTER COMPANY,  a Pennsylvania  corporation
("Tenant")  is made and entered  into  between  Landlord and Tenant on and as of
this the 24th day of April 2007 ("Amendment").

                                   WITNESSETH:
                                   -----------

     WHEREAS, Landlord and Tenant desire to further amend the Sublease which has
heretofore  been  amended  by  Amendment  No.  1  amending  Exhibit  "A"  to the
Sublease;,  by  Amendment  No. 2  providing  that the  Commencement  Date of the
Sublease is April 1, 1992 and extending  the term of the Sublease;  by Amendment
No. 3 providing  for the  construction  of certain  improvement  on the "demised
premises" and the payment of Supplemental Rent in connection  therewith;  and by
Amendment No. 4 extending the term of the Sublease to July 31, 2007; and

     WHEREAS,  Landlord  and  Tenant  desire to  further  extend the term of the
Sublease to July 31, 2017.

     NOW   THEREFORE,   in   consideration   of  the  premises  and  the  mutual
undertakings,  covenants, promises and agreements herein contained and for other
good and valuable consideration,  receipt of which is acknowledged, Landlord and
Tenant agree to further amend the Sublease as follows:

         1.       ARTICLE 1. PREMISES AND TERM. Article 1 (Premises and Term) is
                  hereby amended by changing and amending the second paragraph
                  of Article 1 to read in its entirety as follows:

                  TO HAVE AND TO HOLD the said demised premises, together with
                  all and singular the improvements thereunto belonging or in
                  any manner appertaining, unto Tenant for a term commencing on
                  the Commencement Date set forth in Article 3 hereof, and
                  continuing thereafter to and including July 31, 2017, subject,
                  however, to earlier termination as provided elsewhere in this
                  sublease.

         2.       Except as otherwise provided herein, all defined terms in the
                  Sublease are incorporated by reference into this Amendment.

         3.       Except as amended hereby, all provisions of the Sublease shall
                  remain in full force and effect.

     IN WITNESS  WHEREOF,  Landlord  and Tenant have duly  executed  and affixed
their  respective  seals  to  this  instrument,  being  duly  authorized  in the
premises, on the day and year first above written.

                                                     LANDLORD:

                                            American Cast Iron Pipe Company,
                                            a Georgia corporation

                                            By: /s/ J. M. O'Brien
                                                -----------------
                                            Its: V.P, Sales/Secretary
                                                 --------------------


                                            TENANT:

                                            L.B. Foster Company,
                                            a Pennsylvania corporation

                                            By: /s/ Stan L. Hasselbusch 4/26/07
                                                -------------------------------
                                            Its: President and CEO
                                                 -----------------