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                                                                    EXHIBIT 10.4

                                     LEASE

  INDENTURE OF Lease made as of this 20th day of December, 1994, by and between
Richard J. Tobin, as Trustee of JLN Realty Trust, under Declaration of Trust,
dated June 15, 1981 and filed with Bristol County Fall River District Registry
of Deeds Land Court Records as Document 12977, ("Lessor"), and Wakefield
Engineering, Inc., a Delaware corporation ("Lessee").

                        W I T N E S S E T H    T H A T:

  In consideration of the rents, covenants and agreements to be paid, kept and
performed by Lessee, as hereinafter provided, Lessor hereby demises and leases
to Lessee, and Lessee hereby hires and takes from Lessor, the real property
situated at 132 Sykes Road, Fall River, Massachusetts, constituting
approximately 60,000 square feet of building area and associated parking all as
more fully described in Exhibit A attached hereto, and hereby incorporated
herein by reference. (Said demised premises are hereinafter called the "Demised
Premises.")

  To HAVE AND TO HOLD the Demised Premises, together with all rights,
privileges, easements and appurtenances thereunto, unto Lessee for a term
(hereinafter called the "Lease Term") commencing as of May 1, 1995, and ending
on the last day of April, 2000. This Lease is made upon the covenants and
agreements hereinafter set

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forth which the parties respectively agree to observe and comply with during the
Lease Term.

  1.  RENTAL

  1.1  During the Lease Term, Lessee shall pay to the Lessor a base annual rent
(the "Rent") as set forth below:

                                                    Monthly
                                                  -----------
For the Year                          Yearly      Installment
------------                       ------------   -----------
May 1, 1995 to April 30, 1996      $ 180,000.00   $ 15,000.00
May 1, 1996 to April 30, 1997      $ 189,000.00   $ 15,750.00
May 1, 1997 to April 30, 1998      $ 20l,000.00   $ 16,750.00
May 1, 1998 to April 30, 1999      $ 210,000.00   $ 17,500.00
May 1, l990 to April 30, 2000      $ 210,000.00   $ 17,500.00

monthly payments due on or before the first of each month during the Lease Term.
Lessee covenants and agrees with Lessor to pay the Rent to Lessor at Taunton,
Massachusetts, or at such other place as Lessor may direct.  Rent shall be pro-
rated if the first or last month of the Lease Term is less than a full calendar
month.

  1.2 It is the purpose and intent of Lessor and Lessee that the Rent shall be
absolutely net to Lessor except as set forth herein and that Lessee shall pay,
without notice or demand, and without abatement, deduction or setoff, and shall
hold harmless and indemnify Lessor from and against all costs, charges, duties,
rates, licenses and permit fees, taxes, levies and assessments, insurance
premiums, and expenses and obligations of every kind and nature whatsoever
relating to the Demised Premises which may arise or become due during the Lease
Term, other than (a) expenses

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incurred by or at the instance of Lessor which Lessee does not agree to pay or
reimburse Lessor for under the provisions of this Lease, (b) payment of any
amounts secured by liens on the Demised Premises created by Lessor, and (c)
expenses which Lessor expressly agrees to pay under the terms hereof. In the
event of any nonpayment of any of the foregoing, Lessor shall have, in addition
to all other rights and remedies, all of the rights and remedies provided for
herein or by law in the case of nonpayment of net rent.

  2.  UTILITIES AND OTHER CHARGES.

  As additional rent, Lessee will pay directly before the same become
delinquent, all charges, duties, rates, license and permit fees and other
amounts of every description to which the Demised Premises or any part thereof
or any improvement thereon, or Lessor or Lessee in respect thereof, may during
the Lease Term be assessed or become liable for electricity, gas, refuse
collection, telephone, sewage disposal, water or any other utilities or services
or any connection or meters therefor, whether assessed to, or payable by, Lessor
or Lessee. Lessee will, within ten (l0) days after written demand by Lessor,
furnish Lessor with receipts or other evidence indicating that all such amounts
have been paid.

  3.  TAXES AND ASSESSMENTS.

  Subject to the provisions of Section 1 hereof, as additional rent, Lessee will
pay to Lessor, at least ten (l0) days before the same become delinquent, all
taxes, levies, assessments and other governmental charges of every description,
general or special,

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ordinary or extraordinary, to which the Demised Premises or any part thereof or
the rents therefrom or Lessor or Lessee in respect thereof, are now or may
during the Lease Term be assessed or become liable, whether assessed to or
payable by Lessor or Lessee; provided, however, that (a) with respect to any
assessment made under any betterment or improvement law which may be payable in
installments, Lessee shall be required to pay only such installments of
principal, together with interest on unpaid balances thereof, as shall become
due and payable during the Lease Term or for any part thereof, and (b) current
real property taxes shall be prorated between Lessor and Lessee as of the date
of commencement and expiration of the Lease Term.

  4.  COMPLIANCE WITH LAWS AND REGULATIONS.

  Lessee will at all times during the Lease Term keep the Demised Premises in
good order and in a sanitary condition and observe  and perform all  laws,
ordinances,  orders,  rules  and regulation, including but not limited to the
disposal of hazardous waste, now or hereafter made by any governmental authority
for the time being applicable to the Demised Premises or any improvement thereon
or use thereof, and with the orders, rules and regulations of the National Board
of Fire Underwriters or similar organization so far as the same may relate to
the use of the Demised Premises. Lessee will not use, or permit the use of, the
Demised Premises for any purpose which would cause the premiums on any fire and
casualty or other insurance maintained by Lessor to be increased or which would
create a forfeiture or prevent renewal of such insurance.

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  5. INSPECTION.

  Lessee will permit Lessor and its agents at all reasonable times during the
Lease Term to enter the Demised Premises in order to examine the state of repair
and condition thereof and the use being made of the same and to show the
premises to prospective purchasers, lessees and mortgagees.  Lessor may also
enter upon the Demised Premises at any time to perform any repairs or
maintenance required to be performed by Lessee which Lessee has failed to
perform.

  6.  REPAIR AND MAINTENANCE.

  Except for structural repairs and maintenance to roofs, walls and floors
(which shall be maintained in good condition), which repairs and maintenance
shall be the sole responsibility of Lessor, Lessee will, at its own expense,
from time to time and at all times during the Lease Term, repair, maintain and
keep the Demised Premises and all buildings and other improvements now or
hereafter built on the Demised Premises, together with all fixtures, equipment
and items of personal property used in connection therewith, in good working
order and condition, reasonable wear and tear and such unavoidable casualty not
caused by Lessee or its employees, agents or invitees against which insurance is
not required hereunder excepted. Lessee agrees to repair all paved surfaces
adjacent to the Demised Premises including potholes in the parking lot and to
arrange for snow removal and landscaping.

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  7.  WASTE AND UNLAWFUL USE.

  Lessee will not make or suffer any strip or waste or unlawful, improper or
offensive use of the Demised Premises. Lessee shall not permit the Demised
Premises to be vacant for more than thirty (30) consecutive days and shall
continue to provide insurance coverage as set forth herein during said vacancy.

  8.  SUBLETTING.

  Lessee may, subject to the written approval of Lessor, which approval shall
not be unreasonably withheld or delayed, sublet all or any portion of the
Demised Premises, during the Lease Term.

  9.  ALTERATIONS, CHANGES AND IMPROVEMENTS.

  9.1 Lessee shall have the right, with the prior written consent of Lessor,
which consent shall not be unreasonably withheld, delayed or conditioned to make
alterations, changes or improvements to the Demised Premises, not including the
construction of an addition or additions thereto, and to acquire new machinery
and equipment which Lessee deems necessary or expedient, the same to be made at
Lessee's sole cost and expense. Lessee shall also have the right to make
nonstructural improvements costing no more than $10,000.00 in each case without
the prior written consent of Lessor. Before making any alterations, changes or
improvements requiring Lessor's approval, Lessee shall submit to Lessor for its
approval plans therefor prepared by a licensed engineer or architect reasonably
acceptable to Lessor, and shall receive the written approval of Lessor of such
plans. Lessor shall have the right to require that, before

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commencing such work on the Demised Premises, Lessee obtain, or cause to be
obtained, by the contractor performing such work, a bond to protect the Demised
Premises and all such improvements from all mechanic's and materialmen's liens
attributable to such work, and to guarantee the completion thereof.

  9.2 All permanent alterations, changes or improvements made shall be and
become the property of Lessor absolutely as soon as made or installed and shall
be subject to this Lease. The Lessee may remove partitions and its furniture and
equipment at the end of the Lease Term, as it may be extended or renewed.

  10.  INSURANCE.

  10.1 Lessor will, at its own cost and expense at all times during the Lease
Term, insure the Demised Premises against loss or damage by fire and such other
perils as may be covered by the usual extended coverage endorsement to the
standard fire insurance policy, except earthquake. Lessee shall reimburse for
such insurance within thirty (30) days of submission of invoice from Lessor
including evidence of the total cost of such insurance.

  l0.2 In addition, Lessee will, at its own cost and expense, obtain and
maintain during the Lease Term hereof, a policy or policies of comprehensive
general liability insurance, or its equivalent, with combined total limits of
not less than $1,000,000 for injury to one or more persons in any one
occurrence. Such policy or policies shall be issued by companies approved by
Lessor, shall name Lessor as an additional assured, shall require the

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insurer to give Lessor at least thirty days' written notice of its intention to
cancel, terminate or amend the insurance policy or policies in any material
respect, and shall cover the entire Demised Premises, and all parking areas,
sidewalks and driveways included therein.

  11.  DAMAGE OR DESTRUCTION

  11.1  Throughout this Lease the phrase "wholly unfit for use and occupancy by
Lessee" shall mean and is hereby defined as damage to 40% or more of Demised
Premises.

  11.2 In the event of any damage which does not render the Demised Premises
wholly unfit for use and occupancy by Lessee, this Lease shall remain in full
force and effect and Lessee shall pay each month, as rental for such part of the
Demised Premises as shall be reasonably fit for use and occupancy by Lessee
until the damage be repaired, an amount in the same proportion to the rent
reserved herein as the area of the Demised Premises reasonably fit for use and
occupancy by Lessee bears to the total area comprising the Demised Premises.
Lessor, with reasonable diligence, and in any event within not more than sixty
(6o) calendar days after the occurrence giving rise to the damage, shall cause
the Demised Premises to be repaired and restored to the same general conditions
in which they existed immediately prior to the occurrence of said damage.

  11.3 In the event of any damage which renders the Demised Premises wholly
unfit for use and occupancy by Lessee, Lessee or Lessor shall have the right to
terminate this Lease as provided

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hereafter. In the event Lessee or Lessor fails so to terminate this Lease, this
Lease shall remain in full force and effect and Lessee shall pay each month, as
rent for such part of the Demised Premises as shall be reasonably fit for use
and occupancy by Lessee and until the damage shall be repaired, an amount in the
same proportion to the rent reserved herein as the area of the Demised Premises
reasonably fit for use and occupancy by Lessee bears to the total area
comprising the Demised Premises; and Lessor, with reasonable diligence, and in
any event within not more than one hundred twenty (120) calendar days after the
occurrence giving rise to the damage, shall cause the Demised Premises to be
repaired and restored to the same general condition in which they existed
immediately prior to the occurrence of said damage.

  11.4 In order to exercise the right to terminate the Lease as granted in
Section 11.3, Lessee or Lessor shall give written notice of such exercise to the
other party within thirty (30) calendar days following the event giving rise to
the damage. If either party shall exercise said right, this Lease shall
terminate and the rent and other payments required to be made hereunder shall
abate as of and from the date of occurrence of said damage.

  11.5   In the event that Lessor does not complete the repairs and restoration
to the Demised Premises within the time limits described in Sections 11.2 and
11.3, Lessee may terminate this Lease and all its obligations hereunder
forthwith by giving written notice to Lessor; and such termination shall be
effective as of and from the date two (2) days after said notice is given.

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  12.  INDEMNIFICATION.

  12.1 Lessee shall indemnify and hold harmless Lessor (regardless of Lessee's
covenant to insure) against and from (a) any and all claims, liabilities and
damages of every nature arisinq form the use, occupancy, conduct or management
of, or from any work or thing whatsoever done in or about, the Demised Premises,
unless done by Lessor, any of its agents, contractors, servants, employees or
licensees, (b) any and all claims, liabilities and damages arising during the
term hereof from any condition of the Demised Premises, or arising from any
breach of default on the part of Lessee under this Lease, or arising from any
act of Lessee or any of its agents, contractors, servants, employees or
licensees, to any person, firm or corporation occurring during the Lease Term in
or about the Demised Premises or upon or under said areas, and (c) all costs,
counsel fees, expenses or liabilities incurred in connection with any claim,
action or proceeding brought thereon; to the extent, however, that any such cost
or claim does not result from the negligence or willful misconduct of the
Lessor, any of its agents, contractors, servants, employees or licensees.

  12.2 Lessee shall pay and indemnify Lessor against all legal costs and
charges, including reasonable counsel fees, incurred in obtaining possession of
the Demised Premises after the default of Lessee or upon expiration or earlier
termination of the Lease Term, other than by reason of any default of Lessor, or
in

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enforcing any covenant or agreement of Lessee contained herein provided Lessor
is the prevailing party.

  13.  LIENS

  13.1 Lessee will not commit or suffer any act or neglect whereby the Demised
Premises or any improvements thereon or the estate of Lessor therein shall at
any time during the Lease Term become subject to any attachment, judgment, lien,
charge or encumbrance whatsoever, and Lessee will indemnify and hold Lessor
harmless from and against all loss, costs and expenses, including reasonable
attorneys' fees, with respect thereto.

  13.2 If any liens shall at any time be filed against the Demised Premises or
any part hereof, with respect to work performed at the request of the Lessee
during the Lease Term, Lessee, within thirty (30) days after notice of the
filing thereof shall cause the same to be discharged of record by payment,
bonding or otherwise. If Lessee shall fail to cause the same to be discharged,
the Lessor may, in addition to any other right or remedy, hereunder, immediately
cause the same to be discharged, either by paying the amount claimed to be due
or by bonding or otherwise, and all amounts so paid by Lessor, together with all
costs and expenses incurred in connection therewith, and together with interest
thereon at the Prime Rate of the Bank of Boston per annum from the respective
dates of payment, shall be paid by Lessee to Lessor, on demand, as additional
rent hereunder.

  13.3 Nothing contained in this Lease shall be deemed or construed in any way
as constituting the consent or request of

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Lessor, express or implied by inference or otherwise, to any contractor,
subcontractor, laborer, materialman, architect or engineer for the performance
of any labor or the furnishing of any materials or services for or in connection
with the Demised Premises or any part thereof. Notice is hereby given that
Lessor shall not be liable for any labor or materials or services furnished or
to be furnished to Lessee upon credit, and that no mechanic's or other lien for
any such labor, materials or services shall attach or affect the fee or
reversionary or other estate or interest of Lessor in the premises or in this
Lease.

  14.  DEFAULT.

  14.1 The occurrence of any of the following events shall constitute an Event
of Default hereunder;

  (a) Default by Lessee in the payment of any installment of Rent when due, if
not paid within five days of notice from Lessor;

  (b) Lessee shall (i) apply for or consent to an appointment of a receiver, a
trustee or liquidator of it or all or a substantial part of its assets; (ii) be
unable or admit in writing its inability to pay its debts as they mature; (iii)
make a general assignment for the benefit of creditors; (iv) be adjudicated a
bankrupt or insolvent; (v) file a voluntary petition in bankruptcy or a petition
or an answer seeking reorganization or an arrangement with creditors to take
advantage of any insolvency law or an answer admitting the material allegations
of a petition filed against it in any bankruptcy, reorganization or insolvency

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proceeding or corporate action shall be taken by it for the purpose of effecting
any of the foregoing;

  (c) An order, judgment or decree shall be entered, without the application,
approval or consent of Lessee by any court of competent jurisdiction, approving
a petition seeking reorganization of Lessee or such assignee or appointing a
receiver, trustee or liquidator of Lessee or of all or a substantial part of its
assets and such order, judgment or decree shall continue unstayed and in effect
for any period of thirty (30) consecutive days;

  (d) The dissolution or merger of Lessee, or the sale of all or substantially
all of the assets of Lessee; or

  (e) Any other default of Lessee hereunder shall continue uncorrected for
fifteen (15) days after written notice thereof from Lessor; provided, however,
that if the default is of a nature which cannot regularly be cured within such
15 days, then Lessee shall not be deemed to be in default if it shall commence a
cure within such 15 day period and thereafter diligently pursue such cure to
completion.

  14.2 Upon the occurrence of an Event of Default or at any time thereafter,
Lessor, at its option, and with or without process of law, shall have the right
to terminate this Lease and to enter upon the Demised Premises and to expel
Lessee and those claiming under Lessee, without being guilty of any manner of
trespass, and thereafter Lessor may peacefully and quietly hold and enjoy the
Demised Premises as if this Lease had not been made; without prejudice, however,
to any right of Lessor to sue for and recover

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any Rent, additional rent and other amounts then due under this Lease; or to any
claim for damages for breach of any covenant, agreement or condition herein
contained which Lessor might otherwise have or use.

  14.3 In case of entry and termination of this Lease as hereinabove provided,
Lessee will pay to Lessor as damages for the breach by Lessee of this Lease the
amount by which the Rent and additional rent provided for the remainder of the
Lease Term exceeds the fair rental value of the Demised Premises for the
remainder of the Lease Term.

  14.4 Upon the occurrence of an Event of Default, Lessor, at its option and
instead of exercising its rights under Section 15.2 hereof, may enter upon the
Demised Premises as the agent of Lessee, and if Lessor desires, expel Lessee and
those claiming under it, without being guilty of any manner of trespass, and may
rent the Demised Premises as such agent, applying the net proceeds of such
rental on account of the Rent, additional rent and other sums due from Lessee,
hereunder, holding Lessee liable for any deficiency, and accounting to the
Lessee for any surplus.

  14.5 In event of Default, this Lease will not, except at the option of Lessor,
continue for the benefit of any attaching creditor, assignee for the benefit of
creditors, permanent receiver, or trustee in bankruptcy.

  14.6 Lessee hereby expressly waives, so far as permitted by law, the service
of any notice of intention to re-enter or notice to quit provided in any
statute, or of the institution of legal

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proceedings to that end. Lessee, for and on behalf of itself and all persons
claiming through or under Lessee also waives any and all right of redemption or
repossession and any right to restore the operation of this Lease in case Lessee
shall be dispossessed by a judgment or by warrant of any court or judge, or by
re-entry or repossession by Lessor, or in case of any termination of this Lease.
Lessor and Lessee also, so far as permitted by law, waive and will waive any and
all right to trial by jury in the event that any action shall be instituted by
Lessor.

  14.7 In the event of any breach or threatened breach by Lessee of any of the
covenants, agreements, terms or conditions contained in this Lease, Lessor shall
be entitled, as a matter of right, to enjoin such breach or threatened breach
and shall have the right to invoke any right or remedy allowed by law or equity,
or by statute or otherwise, as though re-entry, summary proceedings or other
remedies were not provided for in this Lease.

  14.8 Each right and remedy of Lessor provided for in this Lease shall be
cumulative and shall be in addition to every other right or remedy provided
herein, or not or hereafter existing, at law or in equity, or by statute or
otherwise, and the exercise or beginning of the exercise by Lessor of any of the
rights or remedies provided herein, or now or hereafter existing at law or in
equity, or by statute or otherwise, shall not preclude the simultaneous or later
exercise by Lessor of any or all other rights or remedies provided herein, or
now or hereafter existing at law or in equity, or by statute or otherwise.

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  15.  CONDEMNATION.

  15.1 In case at any time or times during the Lease Term all or substantially
all of the Demised Premises shall be taken or condemned by any authority having
the power of eminent domain, then and in every such case, the estate and
interest of Lessee in the premises so taken or condemned shall at once
terminate, Rent and additional rent hereunder shall be adjusted as of the date
of taking, and all compensation and damages payable for or on account of any
land or improvements thereon shall be and become the absolute property of Lessor
and shall be paid over directly to Lessor. Lessee hereby assigns to Lessor any
interest which it might have in any such compensation and damages by virtue of
its leasehold, except for compensation made to Lessee for business interruption,
loss of Lessee's own leasehold improvements and relocation cost.

  15.2 In case at any time or times during the Lease Term less than all or
substantially all of the Demised Premises shall be taken or condemned as
aforesaid, then (a) unless Lessor shall elect to terminate and cancel this Lease
by written notice to Lessee or (b) unless Lessee shall elect to terminate and
cancel this Lease by written notice to Lessor solely by reason of such taking or
condemnation resulting in a permanent and material interference with the conduct
of Lessee's business described in Section 7 hereof as then conducted (in either
of which cases, the taking shall be treated as a taking of all or substantially
all of the Demised Premises under subparagraph 15.1 above), this Lease shall

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remain in full force and effect and Lessor shall perform any restoration work
required to permit the continued use of the Demised Premises for Lessee's
business described in Section 7 hereof. In the event this Lease is not so
terminated, subject to the rights of the holder of any mortgage, Lessor will
receive all compensation and damages payable on of such taking. In such event,
Rent payable hereunder shall be reduced from and after the date of the taking in
the same proportion as the number of square feet in the Demised Premises lost by
reason of such taking bears to the entire number of square feet in the Demised
Premises prior to the taking.

  16.  CONDITION OF AND TITLE TO PROPERTY.

  Subject to the provisions of Paragraph 6 hereof, Lessee represents that the
Demised Premises, the title thereto, the sidewalks and structures adjoining the
same, and any subsurface condition thereof, and the present uses and nonuses
thereof, have been examined by Lessee, and Lessee agrees that it will accept the
same in the condition or state in which they, or any of them, now are, without
representation or warranty, express or implied in fact or by law, by Lessor, and
without recourse to Lessor as to the title thereto, the nature, condition or
usability thereof, or the use or uses to which the Demised Premises, or any part
thereof, may be put.

  17.  INDEPENDENT COVENANTS--NO WAIVER.

  17.1 Each and every one of the covenants and agreements contained in this
Lease shall be for all purposes construed to be

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a separate and independent covenant and the waiver of the breach of any covenant
contained herein by Lessor shall in no way or manner discharge or relieve Lessee
from Lessee's obligation to perform each and every one of the covenants
contained herein.

  17.2 If any term or provision of this Lease or the application thereof to any
person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Lease, or the application of such term or provision to persons
or circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and shall be enforced to the fullest extent permitted by law.

  17.3 The failure of Lessor to insist in any one or more cases upon the strict
performance of any of the covenants of this Lease shall not be construed as a
waiver or a relinquishment for the future of such covenant. A receipt by Lessor
of Rent, additional rent or other amount with knowledge of the breach or any
covenant hereof shall not be deemed a waiver of such breach, and no waiver by
Lessor of any provision of this Lease shall be deemed to have been made unless
expressed in writing and signed by Lessor.

  18.  SUBORDINATION.

  This Lease and the rights of Lessee hereunder are subject and subordinate in
all respects to all matters of record, including, without limitation, deeds of
trust and all mortgages which may now or hereafter be placed on or affect the
Demised Premises, or any part thereof, and/or Lessor's interest or estate
therein, and to

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each advance made and/or hereafter to be made under any such mortgages, and to
all renewals, modifications, consolidations, replacements and extensions
thereof, and all substitutions therefore; provided, however, that before such
subordination shall be effective as to any future mortgage or other matters,
Lessor shall cause the mortgagee, or other party in interest, as the case may
be, to deliver to Lessee, in proper form for recording, the agreement of such
mortgagee or other party that no foreclosure by such mortgagee or any other
person claiming by or through or under such mortgagee (or other interest) shall
disturb the possession of Lessee under this Lease so long as Lessee is not in
default hereunder, and that the validity and continuance of this Lease will be
recognized. Concurrently with the delivery of such an agreement, Lessee agrees
to execute and deliver an instrument in proper form for recording, in which
Lessee agrees to and does subordinate this Lease to the liens of such mortgagees
and other matters, and to all renewals, modifications, consolidations and
replacements and extensions thereof, and to any persons claiming by, through or
under such mortgagees or other interests. Lessee shall, at the request of
Lessor, execute and deliver to any existing or future mortgagee a certificate
indicating whether any claims, defenses or offsets then exist against Lessor,
certifying that Lessor is not in default hereunder and that this Lease is in
full force and effect and unmodified, except as specified in said certificate,
indicating what rent has been paid and agreeing that

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this Lease may not be modified without the consent of such mortgagee.

  19.  PRIOR NEGOTIATIONS.

  This Lease merges and supersedes all prior negotiations, representations and
agreements and constitutes the entire contract between the parties hereto
concerning the leasing of the Demised Premises, the improvements thereon and the
other matters provided for herein.

  20.  QUIET ENJOYMENT.

  Lessor covenants that Lessee, upon paying the Rent and performing the
covenants hereof on the part of Lessee to be performed shall and may peaceably
and quietly have, hold and enjoy the Demised Premises and all related
appurtenances, rights, privileges and easements throughout the Lease Term
without any hindrance by Lessor and any person claiming by, through or under it.

  21.  RETURN OF PREMISES.

  At the expiration or other termination of the Lease Term, if and as extended,
Lessee will remove from the Demised Premises its property and that of all
claiming under it and will peaceably yield up to Lessor the Demised Premises in
as good condition in all respects as the same were at the commencement of this
Lease, except for ordinary wear and tear, damage by the elements, by any
exercise of the right of eminent domain or by any public or other authority, or
damage not caused by Lessee and with respect to which Lessee is

                                       20
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not required to maintain insurance hereunder or is not required to repair.

  22.  CONSTRUCTION.

  The mention of the parties hereto by name or otherwise shall be construed as
including and referring to their respective successors and permitted assigns as
well as to the parties themselves whenever such construction is required or
permitted by the provisions hereof; and all covenants, agreements, conditions,
rights, powers and privileges hereinbefore contained shall inure to the benefit
of and be binding upon the successors and assigns of such parties, unless
otherwise provided.

  23.  SHORT FORM NOTICE OF LEASE.

  At the request of either party, the other party shall duly execute and
acknowledge for recording purposes a short form Notice of this Lease, which
shall recite the names of the parties, describe the Demised Premises, specify
the Lease Term and provide that this Lease is made upon the rents, terms,
covenants and conditions contained herein.

  24.  NOTICES.

  Whenever notice shall be given under this Lease, the same shall be in writing
and shall be sent by certified or registered mail as follows:

To Lessor:     Richard J. Tobin, Trustee
               J L N Realty Trust
               96 Broadway
               Taunton, MA 02780

               with copy to:

               Thomas J. Wynn, Esquire

                                       21
<PAGE>

              Wynn & Wynn, P.C.
              90 New State Highway
              Raynham, MA  02767

To Lessee:    Harry Chase, President
              Wakefield Engineering, Inc.
              60 Audubon Road
              Wakefield, MA 01880

              with copy to:

              Robert W. Forman, Esq.
              Greenberger and Forman
              1370 Avenue of the Americas
              New York, NY l0019-4602

or to such other address or addresses as each party may from time to time
designate by like notice to the other.

  25.  LIMITATION OF LIABILITY.

  Lessee shall neither assert nor seek to enforce any claim for breach of this
Lease against any of Lessor's assets other than Lessor's interest in the Demised
Premises and in the rents, issues and profits thereof, and Lessee agrees to look
solely to such interest for the satisfaction of any liability of Lessor under
this Lease, it being specifically agreed that in no event shall Lessor ever be
personally liable for any such liability.

                                       22
<PAGE>

  IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed in duplicate as of the day and year first above written.

                                  Lessor:

                                  /s/ Richard J. Tobin, Trustee
                                  -----------------------------------
                                  Richard J. Tobin,
                                  Trustee as aforesaid
                                  and not individually


                                  Lessee:
                                  Wakefield Engineering, Inc.
                                  BY: /s/ Stephen R. Kent
                                      --------------------------------
                                      Its Vice President and General
                                       Manager

                                       23
<PAGE>

                         COMMONWEALTH OF MASSACHUSETTS

COUNTY OF BRISTOL

  In Bristol County on the 28th day of December, 1994, before me personally
appeared Richard J. Tobin, to me known and known by me to be the person
executing the foregoing instrument as Trustee of J L N Realty Trust and
acknowledged said instrument by him executed to be his free act and deed in said
capacity.


                                 /s/ Judith A. Botellio
                                 ------------------------------
                                 Notary Public

                                 My Commission expires: 12/11/98

                         COMMONWEALTH OF MASSACHUSETTS

COUNTY OF MIDDLESEX

  In Middlesex County on the 20th day of December, 1994, before me personally
appeared Stephen R. Kent, to be known and known by me to be of said Wakefield
Engineering, Inc. as its Vice President and General Manager and acknowledged
said instrument by him executed to be his free act and deed in said capacity and
the free act and deed of said Wakefield Engineering, Inc.


                                 /s/ Maura J. Flynn
                                 ------------------------------
                                 Notary Public, Maura J. Flynn
                                 My Commission expires: 6/5/98

                                       24
<PAGE>

                                  EXHIBIT  A

Parcel one:

That certain parcel of land situate in Fall River in the County of Bristol and
said Commonwealth, bounded and described as follows:

Westerly       ten (l0) feet,
Northerly      forty (40) feet,
Westerly       one hundred forty (140) feet,
Southerly      forty (40) feet, and
Westerly       one hundred thirty (130) feet by Sykes Road;
Northerly      by lot #21 as indicated on plan hereinafter
               referred to five hundred three and 87/l00 (503.87) feet;
Easterly       two hundred eighty (280) feet, and
Southerly      five hundred three and 87/l00 (503.87) feet by land
               now or formerly of Greater Fall River Development Corporation.

Said parcel is shown as Lot #35 on Subdivision Plan #32887-1 filed with Original
Certificate of Title #2269, Book 12, Page 333, Fall River District of the Land
Court.

All of the said boundaries are determined by the Court to be located as shown on
the plan above mentioned, filed with said Certificate #2269, the same being
compiled from a plan drawn by Essex Survey Service, Inc., Surveyors, dated May
6, 1981, and additional data on file in the Land Registration Office, all as
modified and approved by the Court.

The parcel is the same described in Certificate of Title No. 3691.
Parcel Two:

That certain parcel of land situate in Fall River in the County of Bristol and
said Commonwealth, bounded and described as follows:

Northerly     by lot #22 as indicated on plan hereinafter
              referred to three hundred fifty and 81/l00 (350.81) feet;
Easterly      by land now or formerly of Albano C. Pacheco et al
              two hundred eighty and 01/l00 (280.01) feet;
Southerly     by land now or formerly of Greater Fall River Development
              Corporation and portion of lot #39 as indicated on plan
              hereinafter referred to three hundred fifty-three and 47/l00
              (353.47) feet; and Westerly by lot #35 as indicated on plan
              hereinafter referred to two hundred eighty (280) feet.

                                       25
<PAGE>

Said parcel is shown as Lot #44 on Subdivision Plan #32887-7 filed with Original
Certificate of Title #2269, Book 12, Page 333, Fall River District of the Land
Court.

All of said boundaries are determined by the Court to be located as shown on the
plan above mentioned, filed with said Certificate #2269, the same being compiled
from a plan drawn by GHR Engineering Corporation, Surveyors, dated November 5,
1982, and additional data on file in the Land Registration Office, all as
modified and approved by the Court.

The parcel is the same described in Certificate of Title No. 4087.

                                       26