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                                                                  Exhibit 10(ab)

                            UNITED STATES OF AMERICA
                       CONSUMER PRODUCT SAFETY COMMISSION

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    In the Matter of

 CENTRAL SPRINKLER CORP.,

           and                              CPSC DOCKET NO. 98-2

  CENTRAL SPRINKLER CO.,

       Respondents
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        UPON CONSIDERATION of the Administrative Complaint against Respondents
Central Sprinkler Corp. and Central Sprinkler Co. (collectively, "Central")
issued on or about March 3, 1998, and the Consent Agreement between the parties;

        UPON CONSIDERATION of Central's concession that "Omega" fire sprinklers
are "consumer products" under the CPSA, 15 U.S.C. ss. 2052; 

        UPON CONSIDERATION of Central's decision not to contest the allegations
in the Complaint that "Omega" fire sprinklers contain a defect which creates a
"substantial product hazard," and

        Pursuant to Sections 15(c) and (d) of the CPSA, 15 U.S.C. ss. 2064(c)
and (d), IT IS HEREBY ORDERED THAT:

Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp. 

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        1. The Consent Agreement between Central Sprinkler Corp. and Central
Sprinkler Co. (collectively, "Central") and the Commission staff is accepted and
incorporated by reference herein, and Central shall comply with all of its
obligations thereunder.

        2. All allegations of the Administrative Complaint are resolved by this
Consent Agreement and Order. Based on the Consent Agreement, including Central's
admissions and agreement not to contest certain allegations of the
Administrative Complaint for settlement purposes, the Commission finds that the
Consent Agreement and this Order are necessary to protect the public from the
hazard the Commission believes is presented by Omega sprinklers.

        3. To remedy the alleged substantial product hazard created by Omega
sprinklers, Central shall remove from service and replace all Omega sprinklers
with replacement glass bulb sprinklers containing a Belleville Washer-Type Seal
("Replacement Sprinklers"), pursuant to, and in accordance with, the terms of
Paragraphs 4 through 21 below and all of its obligations under the Consent
Agreement incorporated by reference herein.

        4. Central shall immediately cease and desist Manufacturing, selling,
distributing, marketing, exporting, importing, and/or attempting to distribute
or sell any Omega sprinkler, whether by itself or through its subsidiaries,
affiliates, Central-owned distribution centers, or any other persons or entities
over whom Central has control, whether in the United States or any other foreign
state, country, or territory.

Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp. 

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        5. Central shall provide notice to the public, its customers, and Omega
owners, of the alleged hazard posed by Omega sprinklers, and the remedy to which
Omega owners are entitled, which notice shall include the elements set forth in
Appendix A of this Order. All notices, including all script(s) for operators of
the toll-free numbers set forth in Appendix A, must be approved by the
Commission staff prior to dissemination.

        6. Central shall provide Replacement Sprinklers to all owners of Omega
sprinklers, at no cost to the Omega owners, according to the provisions set
forth in Appendix C of this Order. A listing of the Replacement Sprinkler(s) for
each Omega is set forth in Appendix B of this Order.

        7. Central shall provide replacement escutcheons, extensions, and any
and all other fittings, fixtures and/or appurtenances necessary for proper
replacement of Omegas with the Replacement Sprinklers ("Replacement Parts") at
no cost to the Omega owners.

        8. Beginning in November, 1998, and for 48 months thereafter, Central
shall make best efforts to manufacture and distribute to Omega owners at least
100,000 Replacement Sprinklers, and the accompanying Replacement Parts, per
month for as long as the demand for Replacement Sprinklers equals or exceeds
100,000 per month.

        9. It Central receives requests for Replacement Sprinklers and
Replacement Parts at a rate that exceeds its monthly capacity to manufacture and
ship the Replacement Sprinklers and Replacement Parts, Central shall devise a
plan for sprinkler and parts distribution to ensure priority replacement of
sprinklers in buildings where members of the public are


Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp. 

                                       3
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particularly vulnerable. Central's plan for sprinkler distribution shall be
submitted to the Commission staff for approval prior to implementation. In the
event the staff disagrees with Central's plan for sprinkler distribution,
Central shall implement the plan as amended or devised by the staff.

        10. In addition to providing Replacement Sprinklers and Replacement
Parts as stated in Paragraphs 6 through 9 herein, Central shall pay, into a
Trust for the benefit of Omega owners, a monetary contribution toward the labor
costs of replacing their Omega sprinklers in accordance with the procedures set
forth in Appendix C of this Order. The monetary contribution is for the purpose
of assisting Omega owners in paying the costs associated with removing and
replacing their existing Omegas, and thus encouraging Omega owners to
participate in the remediation program provided herein, in order to remedy the
hazard the Commission believes is presented by the Omegas, and protect the
public health and safety.

        11. In order to obtain Replacement Sprinklers and Replacement Parts,
and the monetary contribution provided for in Paragraph 10 herein, Omega owners
must follow the procedures required by Appendix C of this Order.

        12. Recognizing that suitable Replacement Sprinklers are not currently
available for all Omega sprinkler models, Central shall pay $5.00 per Omega
sprinkler to any owner of Omega sprinklers who does not want or cannot use
Central's Replacement Sprinklers, provided such owner gives Central reasonable
proof of removal and replacement of Omegas. Central shall also pay to all such
Omega owners a monetary contribution toward the costs of

Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp. 


                                       4
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removing and replacing their Omega sprinklers in accordance with the procedures
set forth in Appendix C of this Order. This payment is for the purpose of
assisting Omega owners in paying the costs associated with removing and
replacing their existing Omegas, and thus encouraging Omega owners to remove and
replace their existing Omega sprinklers, in order to remedy the hazard the
Commission believes is presented by the Omegas, and protect the public health
and safety.

        13. For those Omega owners who, after May 1, 1996, but prior to the
effective date of this Order, 1) already replaced or contracted to replace their
Omegas with non-Omega sprinklers and 2) who received in value from Central less
than what they would have received under Paragraph 12 of this Order, Central
shall pay such owners the difference between what they have already paid and the
amount they would have paid under Paragraph 12 of this Order. This payment shall
be made for the purpose of encouraging owners of products that present or may
present a substantial product hazard to take immediate action to remove and,
where appropriate, replace that product. This payment assists in the fulfillment
of the Commission's mandate to protect the public health and safety from the
risks associated with products that present a substantial product hazard.

        14. If Central fails to make timely contributions to the Trust as
required by Appendix C hereto, Central shall be liable for additional
contributions to the Trust, separate from any penalty it may incur pursuant to
Paragraph 17 of the Consent Agreement. Such additional contribution(s) shall
include the following:

Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp. 


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   a.      Interest at the percentage rate established by the Department of the 
           Treasury pursuant to 31 U.S.C. Section 3717, for any period after the
           due date;

   b.      A handling charge of $10,000 at the end of each 30 day late period; 
           and 

   c.      A 7% (seven percent) per annum penalty charge if the deposit is not 
           made within 30 days of the due date.

These additional contributions are intended to encourage Respondents to fulfill
their obligations to remedy the hazard the Commission believes is presented by
Omega sprinklers, and protect the public health and safety.

        15. Central shall devise procedures to ensure the destruction of the
Omega sprinklers. Central shall destroy all finished goods inventory and
returned Omegas, from whatever source, and will not use any component parts of
any returned or finished goods Omega for the manufacture or sale of any other
product. Central must provide to the staff a monthly accounting of all returned
and destroyed sprinklers for the first three months after the effective date of
this Order, and a quarterly accounting of all returned and destroyed sprinklers
thereafter, for four years. Such reports shall be provided in a format approved
by the Commission staff.

        16. Central shall not, without first both notifying and consulting with
the staff, manufacture for sale, offer for sale, distribute in commerce, export,
or import into the United States any automatic sprinkler containing all of the
following elements: (a) a body or body portion housing a dynamic valve plug
(whether or not utilizing an elastomeric seal) that

Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp. 

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controls the release of water or other extinguishing agent; (b) a retaining
groove within the body of the sprinkler housing locking ball bearings; (c) a
plunger; and (d) a cylindrical chimney (whether or not utilizing external heat
collecting fins) housing a fusible element, bearing disk, and part or all of the
plunger. Central shall notify the Commission staff at least 90 calendar days
before it begins manufacturing, offering, distributing, exporting, or importing
any such sprinkler(s). Central shall provide the staff prompt access to all
design, testing, and listing documents pertaining to any and all such
sprinklers.

        17. Beginning December 1, 1998, and by 5:00 p.m. on the first business
day of every month thereafter, Central must provide to the staff a monthly
status report, in a form acceptable to the staff, of the progress of the
remediation program for the Omegas.

        18. Central must immediately notify the staff of the Consumer Product
Safety Commission in writing if:

             a. Factory Mutual Research Corporation (FMRC) or Underwriters
Laboratories Inc. (UL) does not approve or list, withdraws or discontinues its
approval or listing, no longer approves or lists, or modifies its approval or
listing of any of the Replacement Sprinklers at any time, for any reason
whatsover;

             b. the Replacement Sprinklers fail any test conducted by FMRC or UL
and indicated in Appendix E of this Order; or

             c. Central obtains information with respect to Replacement
Sprinklers that is reportable under Section 15(b) of the CPSA.


Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp.

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        19. Central shall provide to the staff a copy of all filings it makes
with the Securities and Exchange Commission (SEC) within five business days of
making such filings. Central shall also notify the staff in writing of any
changes in corporate officers and directors within five business days of such
changes.

        20. Central shall allow the Commission and/or staff to inspect any and
all records that are not subject to the attorney-client privilege or attorney
work-product doctrine, regarding the Replacement Sprinklers and Parts,
remediation program, any class action lawsuits regarding Omega sprinklers, and
any claims or lawsuits against its insurers or other third parties relating to
Omega sprinklers, and to inspect all manufacturing, design and/or receiving
facilities regarding Replacement Sprinklers at any time during normal business
hours, upon reasonable notice.

        21. This Order, and all of the obligations it imposes on Central, shall
terminate in its entirety upon the final distribution of all funds required to
be placed in the Trust pursuant to Appendix C of this Order, unless Central has
not completely fulfilled its obligations under the Consent Agreement and Order.

BY ORDER OF THE CONSUMER PRODUCT SAFETY COMMISSION





                                                  -----------------------------
                                                  Sadye Dunn, Secretary

Dated:____________________


Accepted and Approved:                         Accepted and Approved:



---------------------------------              --------------------------------
CPSC Office of Compliance                      Respondents Central Sprinkler Co.
                                                  and Central Sprinkler Corp.

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