EXHIBIT 10.2

                                    AGREEMENT

                                       FOR

                                  OFFICE LEASE

                                 By and Between

                       GATEWAY PROPERTY DEVELOPMENT, LLC,

                                    Landlord,

                                       and

                              STARCRAFT CORPORATION

                                     Tenant,

                             dated February 15, 2003








Prepared by: Rand W.  Nilsson,  BARNES & THORNBURG,  121 West  Franklin  Street,
Suite 200, Elkhart, Indiana 46516.
<PAGE>


                                     AGREEMENT FOR
                            PROFESSIONAL OFFICE LEASE

AGREEMENT FOR OFFICE LEASE.....................................................1
ARTICLE I RENT.................................................................1
   1.1.     Rent...............................................................1
   1.2.     Base Rent..........................................................1
   1.3.     Operating Charges..................................................1
   1.4.     Security Deposit...................................................2
   1.5.     Insurance and Real Estate Taxes....................................2
ARTICLE II TENANT'S ACCEPTANCE AND USE OF PREMISES.............................3
   2.1.     Acceptance of Premises.............................................3
   2.2.     Use................................................................3
   2.3.     Tenant's Hazardous Substances......................................3
   2.4.     Landlord's Hazardous Substances....................................4
   2.5.     Maintenance, and Repair and Replacement............................4
   2.6.     Alterations........................................................5
   2.7.     Mechanic's Liens...................................................5
ARTICLE III LANDLORD'S RIGHTS..................................................5
   3.1.     Rights Reserved by Landlord........................................5
   3.2.     Utilities..........................................................6
ARTICLE IV DAMAGE-CONDEMNATION.................................................6
   4.1.     Fire or Casualty...................................................6
   4.2.     Obligations to Pay Rent............................................7
   4.3.     Condemnation.......................................................7
ARTICLE V LANDLORD'S AND TENANT'S REMEDIES.....................................7
   5.1.     Events of Default..................................................7
   5.2.     Landlord's Rights and Remedies.....................................8
   5.3.     Surrender of Possession............................................9
   5.4.     Landlord's Performance of Tenant's Obligations.....................9
   5.5.     Non-Waiver.........................................................9
   5.6.     Tenant's Obligations...............................................9
ARTICLE VI WAIVER OF CLAIMS AND INDEMNIFICATION: RIGHT OF RECOVERY
ON INSURANCE...................................................................9
   6.1.     Insured Claims.....................................................9
   6.2.     Uninsured Claims..................................................10
   6.3.     No Liability of Landlord..........................................10
   6.4.     Landlord's Indemnity..............................................11
   6.5.     Insurance Coverage................................................11
ARTICLE VII TITLE MATTERS.....................................................12
   7.1.     Non-Disturbance Agreement.........................................12
   7.2.     Subordination of Lease............................................12
   7.3.     Assignment and Subletting.........................................12
   7.4.     Covenant Against Liens............................................13
   7.5.     Covenant of Quiet Enjoyment.......................................13
ARTICLE VIII TRANSFER OF LANDLORD'S INTEREST IN BUILDING AND LEASE............13
ARTICLE IX OPTION TO RENEW....................................................13
ARTICLE X OPTION TO PURCHASE..................................................14

ARTICLE XI GENERAL............................................................15
   11.1.       Notices........................................................15
   11.2.       Brokers........................................................16
   11.3.       General........................................................16
ARTICLE XII FORCE MAJEURE.....................................................16
ARTICLE XIII FORUM............................................................17
ARTICLE XIV EARLY TERMINATION.................................................17
EXHIBIT A DESCRIPTION OF PROPERTY..............................................1
EXHIBIT B DESCRIPTION OF COMMON AREA...........................................1
EXHIBIT C MEMORANDUM OF LEASE (WITH PURCHASE OPTION)...........................1

<PAGE>

                                    AGREEMENT
                                       FOR
                                  OFFICE LEASE

     Gateway Property  Development,  LLC, an Indiana limited  liability  company
("Landlord"),  hereby leases to Starcraft  Corporation,  an Indiana  corporation
("Tenant"),  and Tenant hereby  accepts,  subject to the terms and conditions of
this  Lease,   that  certain  real  estate,   all  improvements   thereon,   all
appurtenances  thereto,  and  all  easements  inuring  to  the  benefit  thereof
(collectively, the "Property"),  together with the use in common with the public
of the easements, drives, parking, and other common areas (collectively, "Common
Areas").  The Property is generally described in Exhibit A, and the Common Areas
are generally  described in Exhibit B. The term of this Lease shall be three (3)
years (the  "Term")  commencing  on February 15, 2003 and ending on February 14,
2006.  The Term is subject to  extension  and early  termination  as provided in
Articles IX, X and XIV hereof.  In  consideration of the mutual covenants herein
contained, Landlord and Tenant covenant and agree as follows:

                                   ARTICLE I
                                      RENT

     1.1.Rent.  Tenant shall pay and/or  reimburse  Landlord  payments  required
under  this  Lease  (collectively,  "Rent").  All Rent  shall be paid  when due,
without notice or demand,  without relief from valuation and appraisement  laws,
and with reasonable attorney's fees (as provided in Article V hereof).

     1.2. Base Rent.  Tenant shall pay to Landlord Base Rent for the Term in the
total  sum  of   $231,828.00,   as  follows,   commencing   February   15,  2003
("Commencement Date"):

         February 15, 2003 - February 14, 2004                $6,250/month

         February 15, 2004 - February 14, 2005                $6,438/month

         February 15, 2005 - February 14, 2006                $6,631/month

     1.3.  Operating  Charges.   Tenant  shall  pay,  as  additional  Rent,  the
Property's  Operating  Charges.  "Operating  Charges"  shall  mean the  expenses
reasonably  incurred by Landlord or Tenant in the ownership and operation of the
Property,  such as: gas, water,  sewer,  electricity and other utility  charges,
premiums  and  other  charges  for  insurance;  maintenance  and  repair  of the
Property; property taxes; groundskeeping; landscaping; snow removal; Common Area
fees and any  Association  Fees; and HVAC.  Operating  Charges shall not include
expenses  of  a  capital  nature,   including,   but  not  limited  to,  capital
improvements, capital repairs, capital equipment, and capital tools which, under
generally  accepted  accounting  principles,  are not  regarded as  operating or
maintenance expenses, such as: roof, outside walls,  foundation,  and structural
portions  of the  Property,  and the  exterior of the  building on the  Property
("Building"). If the exact amounts of Operating Charges are not available at the
expiration of the Lease, and if, in Landlord's reasonable  estimation,  Tenant's
estimated  payments have not been sufficient to cover Tenant's actual  Operating
Charges then the balance  shall be due and payable  concurrently  with the final
installment of Base Rent due hereunder,  or, at Landlord's option,  such payment
shall be postponed  until such amounts are  determined.  Tenant's  obligation to
make such payments shall survive the expiration or termination of this Lease.

     1.4. Security Deposit.  Tenant shall pay, upon the execution of this Lease,
the additional sum of $6,250.00 as security for the faithful performance of, and
compliance with, all of the terms,  covenants and conditions in the within Lease
contained,  it being expressly understood and agreed that if the Tenant fails to
comply with each and every one of the terms,  covenants  and  conditions of this
Lease, or surrenders said Property  without written consent of the Landlord,  or
is  dispossessed  therefrom  or abandons  same prior to the  expiration  of this
Lease,  then, and in that event, the said sum of $6,250.00,  herein deposited as
security,  shall belong to the Landlord as fixed,  liquidated and agreed damages
in payment of such disbursements,  costs and expenses which Landlord may undergo
for the purpose of regaining  possession of said Property.  The parties agree to
treat  said  deposit  as   liquidated   damages,   in  payment  of  such  costs,
disbursements  and  expenses  sustained,   because  the  parties  hereto  cannot
ascertain  the exact amount of costs,  disbursements  and expenses that they may
have been put to,  and that the same shall not in any  manner be  considered  as
payment for any Rent due or to become due by reason of these presents, or in any
manner  release the Tenant from Rent to be paid, or from any of the  obligations
herein  assumed,  by the  Tenant.  Landlord at its  election  may also apply the
security deposit provided for herein against the total damages  resulting from a
breach of the terms of this Lease by Tenant. If, however,  all terms,  covenants
and conditions  are fully complied with by the Tenant,  then, and in that event,
the  security  shall be returned to the Tenant on surrender of the Property in a
good state and condition,  reasonable use and ordinary wear and tear thereof and
damage by fire and other casualty excepted,  at the expiration or termination of
this Lease.

     1.5.  Insurance  and Real Estate  Taxes.  The Tenant shall pay when due all
current real estate taxes levied or assessed  against the leased Property during
the Term, as additional Rent.  Tenant agrees to reimburse  Landlord for the real
estate taxes and special  assessments,  if any, that are due and payable for the
Property during the Term, even though some of such taxes may be for time periods
prior to the Term.  Tenant  shall have the right to contest  any real estate tax
increases  which affect Tenant,  which contest shall be at the expense of Tenant
and shall not affect or delay the  payment by Tenant of any  increase  in taxes.
Landlord  shall be kept advised if Tenant  decides to contest such tax increases
and agrees to cooperate  with Tenant in the same.  Tenant  shall also  reimburse
Landlord  for its  premiums  on  insurance  policies  required  by  this  Lease,
including insurance for perils such as fire and extended coverage (all risk) and
public liability during the Term. The real estate taxes and special assessments,
and insurance premiums, shall either be paid in monthly installments or a single
installment  when rental payments are due, at Landlord's  option.  The insurance
policies  covering  the  Property  shall be held by the  Landlord and shall list
Landlord as the insured thereunder,  with the liability insurance policy listing
Tenant as an additional insured.

                                   ARTICLE II
                     TENANT'S ACCEPTANCE AND USE OF PREMISES

     2.1.  Acceptance of Premises.  The Tenant's taking possession of all or any
portion of the Property and/or Building on the  Commencement  Date or thereafter
shall be conclusive evidence as against the Tenant that the Property was in good
order and satisfactory condition when the Tenant took possession.  No promise of
the Landlord to alter, remodel,  decorate, clean or improve the Property, and no
representations  respecting  the condition of the Property have been made by the
Landlord to the Tenant,  other than as may be contained  herein.  Landlord shall
use its best  efforts to obtain the benefit of any  construction  contractor  or
supplier  warranties in  connection  with the Building  improvements.  Except as
provided  in  Section  2.2  hereof,  Landlord  shall be solely  responsible  for
exterior  Building and Common Area  compliance  with Title III of the  Americans
with Disabilities Act of 1990.

     2.2.  Use.  Tenant shall  occupy and use the Property for general  business
office use, including all activities  presently  conducted by Tenant and each of
its  affiliates,  from time to time  (the  "Business").  Tenant  shall be solely
responsible for obtaining any required licenses and permits necessary for Tenant
to conduct its Business,  including interior Building  compliance with Title III
of the Americans With  Disabilities Act of 1990.  Tenant shall not occupy or use
the Building or permit the Building to be occupied or used for any purpose, act,
or thing  which is in  material  violation  of any  public  law,  ordinance,  or
governmental regulation; which may be dangerous to persons or property; or which
may invalidate the Property insurance or increase the amount of premiums for any
policy of  insurance  carried on the  Building,  or  Property,  or covering  its
operation or violate the terms hereof; provided, however, that if any additional
amounts of insurance  premiums are caused by Tenant's  occupancy or use,  Tenant
shall pay to Landlord said additional amounts as additional Rent.

     2.3. Tenant's  Hazardous  Substances.  Tenant shall not cause or permit any
Hazardous Substances  (hereinafter  defined) (other than such as are customarily
used in  connection  with the Business and are so used on the Property in such a
manner and in such  quantities  as may be  permitted by  applicable  laws) to be
used,  stored,  generated  or  disposed  of on  or in  the  Property  except  in
compliance with all applicable  laws.  Tenant shall  indemnify,  defend and hold
Landlord  harmless  of, from and against  any and all  claims,  damages,  fines,
judgments,  clean-up,  removal or  restoration  costs,  investigation  expenses,
penalties, costs, liabilities or losses (including without limitation,  decrease
in  the  value  of  the  Building  or  the  Property,   adverse  impact  on  the
marketability  of the  Property,  and any and all sums  paid for  settlement  of
claims and reasonable  attorneys',  consultants' and experts' fees and expenses)
arising from the presence of Hazardous  Substances on or in the Property  caused
by Tenant or Tenant's use of the Premises,  during or after the Term. "Hazardous
Substances" means any substance that is toxic, ignitable,  reactive or corrosive
or that is regulated by any federal,  state or local governmental  agency,  law,
rule or  ordinance,  and  includes  without  limitation  any and all material or
substances  defined  as  "hazardous  waste",   "extremely  hazardous  waste",  a
"hazardous substance",  a "hazardous material",  or a "toxic substance" pursuant
to any federal,  state or local governmental  agency,  law, rule,  regulation or
ordinance, and also shall include asbestos,  PCB's (polychlorinated  biphenyls),
oil or other petroleum  products and byproducts,  substances which are or may be
toxic to humans,  animals,  plants or the  environment,  and any and all medical
waste.  Tenant  shall keep the Property  clean,  and shall  store,  handle,  and
dispose  of all waste or  materials,  and all  refuse,  in proper,  safe,  legal
methods, and in areas designated by Landlord,  if any. The obligations of Tenant
under this Section 2.3 shall survive termination or expiration of the Term.

     2.4. Landlord's Hazardous Substances. Landlord represents and warrants that
to the  best of its  knowledge,  (a) the  Property  is not in  violation  of any
federal,  state or local law, rule ordinance  relating to Hazardous  Substances,
and (b) that there is no civil, criminal or administrative action, suit, demand,
claim, hearing, notice of violation, investigation, proceeding, notice or demand
letter  pending  or  threatened  against  the  Property  relating  to  Hazardous
Substances.  Landlord agrees to indemnify,  defend and hold Tenant harmless from
any and all claims, judgments,  damages, penalties, fines, costs, liabilities or
losses,  including, but not limited to, reasonable attorneys' fees, consultants'
fees and experts' fees which arise during or after the Lease Term as a result of
any violation by it of this provision.  This  indemnification  shall survive the
termination or expiration of this Lease.

     2.5. Maintenance,  and Repair and Replacement.  Landlord shall maintain and
make all necessary  structural  repairs,  replacements  and  alterations  to the
Common Areas,  the Building and the Property of a capital nature,  including but
not limited to: foundations, roofs, exterior walls, marquees, structural columns
and structural beams  (excluding all windows and window frames,  plate glass and
doors), and, maintain the exterior of the Building;  provided, however, that the
cost of repairing  any damage to the Property  caused in whole or in part by the
act or neglect of Tenant,  its agents,  employees  or invitees  shall be paid by
Tenant,  and Landlord shall not be responsible  for the maintenance or repair of
any other  system,  fixture or structure  located  within the Building  (such as
HVAC, by way of example).  Except as otherwise provided herein in Article IV and
Article  VI, and except for  ordinary  and  reasonable  wear and tear  excepted,
Tenant shall, at its own cost and expense: keep the Building decorated,  in good
order and repair and in a tenantable  condition;  maintain in good condition and
repair all  electrical  and  plumbing  fixtures  and all  systems,  fixtures and
structures   installed  by  Tenant,   and  the  heating,   ventilating  and  air
conditioning system serving the Building; and promptly and adequately repair all
damage to the Property  caused by Tenant,  its agents,  employees  and invitees,
including the replacement or repair of all damaged or broken glass, fixtures and
appurtenances.  Replacement  or  repair  shall  be in full  compliance  with all
applicable laws and ordinances. If Tenant fails to make or commence to make such
repairs or  replacements  promptly  after thirty (30) days' prior written notice
thereof from Landlord,  Landlord may, in its sole  discretion,  do so and Tenant
shall pay to the Landlord  the cost  thereof as Rent within  thirty (30) days of
being billed  therefor.  Landlord may enter the Property at all reasonable times
and without  disruption  to Tenant's  Business,  upon  reasonable  written prior
notice to Tenant  to make  such  repairs  and  alterations  to the  Property  as
Landlord  shall deem  reasonably  necessary or be  required,  in the presence of
Tenant or its representative if Tenant so desires.

     2.6.  Alterations.  Tenant shall not,  without the prior written consent of
Landlord (which consent shall not be unreasonably withheld),  make any materials
alterations,  improvements  or additions to the Property.  Except as provided in
Section 5.3, all alterations,  improvements and additions  (whether temporary or
permanent in character) made by Landlord or Tenant in or upon the Property shall
become Landlord's property and shall remain upon the Property at the termination
of this Lease by lapse of time or otherwise, all without compensation to Tenant.

     2.7.  Mechanic's  Liens. In the event any mechanic's lien shall at any time
be filed  against the Property by reason of work,  labor,  services or materials
performed or furnished  to Tenant or to anyone  holding the Property  through or
under Tenant,  Tenant shall  forthwith cause the same to be bonded or discharged
of record,  or contest the same, and in the latter event Tenant shall adequately
assure  Landlord by indemnity bond,  title  insurance  mechanics' lien coverage,
cash or surety bond in the amount of such lien, as the Landlord shall reasonably
determine, as provided in Section 7.4 hereof. If Tenant shall fail to cause such
lien to be discharged or bonded within thirty (30) days after being  notified of
the filing thereof,  then, in addition to any other right or remedy of Landlord,
Landlord  may, but shall not be obligated  to,  discharge the same by paying the
amount  claimed to be due,  and the amount so paid by Landlord and all costs and
expenses, including reasonable attorneys' fees incurred by Landlord in procuring
the  discharge  of such lien,  shall be due and payable by Tenant to Landlord as
additional Rent on the first day of the next following month.

                                  ARTICLE III
                                LANDLORD'S RIGHTS

     3.1.  Rights  Reserved by  Landlord.  Landlord  reserves and shall have the
following rights, exercisable, unless otherwise herein provided, without notice,
without  liability  to  Tenant  for  damage or injury  to  person,  property  or
Business,  without  being  deemed an  eviction or  disturbance  in any manner of
Tenant's use or possession of the Property,  and without  relieving  Tenant from
its obligation to pay Rent when due, or from any other  obligation  hereunder to
change the Building's  name or the street address  thereof;  install,  affix and
maintain  any and all signs on the  exterior  and/or  interior of the  Building;
provided,  however, Tenant shall have the right, at all times during the Term of
this Lease, at its own expense,  to erect or cause to be erected such signs upon
the Property as it deems desirable,  except that no exterior hanging signs shall
be so erected  without the consent of the  Landlord,  which consent shall not be
unreasonably  withheld.  The erection and  maintenance of any and all such signs
shall be in conformity with the  requirements of law and local  regulations;  to
display the Property to prospective  tenants at reasonable hours during the last
four (4) months of the Term;  and, if the Property is vacant during the Term, to
decorate,  remodel, repair or otherwise prepare the Property for reoccupancy; to
make repairs, alterations, additions and improvements,  structural or otherwise,
in or to the  Property or any part  thereof,  and any adjacent  land,  street or
alley, so long as Landlord uses good faith efforts to maintain reasonable access
to the  Property  for the  Business  of  Tenant,  and to  minimize  unreasonable
interference  with  the  conduct  of  Tenant's  Business,  as  is in  the  least
disruptive fashion reasonably available to Landlord,  and provided further, that
Landlord  shall not materially  alter the Property  and/or the Common Areas from
the design existing at the schematic  design phase described in Exhibits A or B.
Tenant,  upon thirty (30) days' prior written notice,  may terminate the Term of
this Lease if the foregoing activities render the Property  untenantable for any
thirty (30) day period, and Rent shall equitable and proportionately  abate if a
portion  of the  Property  is  rendered  untenantable  for such a period by such
activities.

     3.2. Utilities. Landlord has provided and will maintain (or cause others to
do so) the necessary mains, conduits, lines and ducts to bring telephone, water,
electricity,  heat  and  cooling  to  the  Property.  Landlord  shall  under  no
circumstances  be liable to Tenant in damages or otherwise for any  interruption
in service of utility services unless such is the result of Landlord's  actions,
and in that latter event if the Property is rendered  untenantable thereby, then
the Rent shall abate equitably and proportionately for such period,  except that
if such  period  is thirty  (30) days or more,  then  Tenant at its  option  may
thereupon terminate this Lease as provided in Section 4.1.

                                   ARTICLE IV
                               DAMAGE-CONDEMNATION

     4.1.  Fire or  Casualty.  If the  Property  or  Building is taken by public
authorities for public use, or damaged by fire or other casualty,  but in either
event is not made  substantially  untenantable  in the  reasonable  judgment  of
Landlord,  then Landlord  shall proceed with due diligence to repair and restore
the Property,  unless such damage occurs during the last three (3) months of the
Term of this Lease or unless any  mortgagee  fails or refuses to make  insurance
proceeds available to Landlord for any such repairs or restoration; in either of
such events Landlord shall have the right to terminate this Lease by delivery of
written  notice of such  termination to Tenant within thirty (30) days following
the damage or  taking.  If  Landlord  does not elect to  terminate  the Lease as
hereinabove  provided, it shall proceed with due diligence to repair and restore
the  Property.  If the Building is made  substantially  untenantable  by fire or
other casualty or such public taking,  then Landlord shall, no later than thirty
(30) days  following  the damage or  taking,  give  Tenant a notice in  writing,
electing  either (i) to terminate this Lease,  or (ii) to repair and restore the
Building,  including, at Landlord's option, demolishing and rebuilding the same.
If  Landlord  notifies  Tenant of its  election  to repair  and  restore  (or to
demolish  and  rebuild)  the  Building,  said notice  shall  contain  Landlord's
reasonable  estimate of the time required to  substantially  complete the repair
and restoration (or the demolition and repair). If such estimate states that the
time so  required  will  exceed  sixty  (60) days from the date of the damage or
taking,  then Tenant shall have the right to terminate the Term of this Lease by
delivery of written  notice to  Landlord,  not later than twenty (20) days after
the date of the  Landlord's  notice.  If Tenant  fails to exercise  its right to
terminate this Lease, as herein provided,  or if Landlord's  estimate  indicates
that  the  repair  and   restoration  (or  demolition  and  rebuilding)  can  be
substantially  completed within sixty (60) days, this Lease shall remain in full
force and effect and Landlord  shall  proceed  with due  diligence to repair and
restore (or, demolish and rebuild, as the case may be), the Building. Landlord's
obligations  to repair and  restore  the  Building  as above  provided  shall be
restricted  to the  repair  or  restoration  of the  alterations,  additions  or
improvements,  or the decoration  thereof,  in place on the Commencement Date of
this  Lease;  it shall  not  include  the  repair  or  replacement  of  Tenant's
furniture,  fixtures or equipment,  or the restoration of Tenant's  alterations,
additions or improvements,  which shall be insured by Tenant and Tenant shall be
the named  insured  on any such  policies.  For  purposes  of this  Section  4.1
"untenantable" shall mean, not fit for the Business use intended by Tenant

     4.2.  Obligations to Pay Rent. If Landlord  elects to terminate this Lease,
as above  provided,  the Term of this Lease shall expire upon the 30th day after
such notice is given. Tenant shall vacate the Property and surrender the same to
Landlord  on or before said  expiration  date,  and Tenant  shall be entitled to
receive the proceeds of its insurance on its furniture,  fixtures, or equipment.
Tenant's  liability for Rent shall cease as of the date following such damage or
taking.  If all or any part of the Property is rendered  untenantable by fire or
other casualty and this Lease is not  terminated,  the Rent shall abate for that
portion of the Property rendered untenantable on a per diem basis from and after
the date of the fire or other casualty until substantially repaired and restored
(unless  the  fire or  other  casualty  was  caused  in  whole or in part by the
intentional  or  negligent  act or failure  to act of Tenant or any of  Tenant's
officer's,  director's,  employees,  agents,  guests,  invitees,  or independent
contractors, in which event there shall be no Rent abatement).

     4.3.  Condemnation.  Tenant  shall  have  the  right to make a claim to the
condemning authority for the unamortized value of any improvements,  alterations
or additions to the Property  paid for by Tenant;  provided,  that no such claim
shall diminish or otherwise  adversely  affect  Landlord's award or the award of
any  mortgagee.  Except for any claim awarded to Tenant in  accordance  with the
next preceding sentence,  Tenant hereby assigns to Landlord Tenant's interest in
any condemnation award for leasehold value.

                                   ARTICLE V
                        LANDLORD'S AND TENANT'S REMEDIES

     5.1.  Events  of  Default.  Each of the  following  shall be an  "Event  of
Default" or "Default":

     (a)  If Tenant fails to pay any installment of Rent or any other payment of
          money to be paid by Tenant under this Lease,  when the same is due for
          a period of ten (10) days after written notice from Landlord to Tenant
          specifying such past due date; or

     (b)  If Tenant  fails to observe or perform one or more of the other terms,
          conditions,  covenants  or  agreements  of this Lease and such failure
          shall  continue for a period of thirty (30) days after written  notice
          from Landlord  specifying such failure  (unless such failure  requires
          work to be  performed,  acts to be done,  or  conditions to be removed
          which cannot by their nature reasonably be performed, done or removed,
          as the case may be, within such thirty (30) day period,  in which case
          no Event of Default  shall be deemed to exist so long as Tenant  shall
          have  commenced  the same within such thirty (30) day period and shall
          diligently and continuously prosecute the same to completion); or

     (c)  If  Tenant  is  insolvent,  makes an  assignment  for the  benefit  of
          creditors,  admits its  inability to pay its debts or takes any action
          towards a general  compromise of its debts or a  composition  with its
          creditors; or

     (d)  If all or any substantial part of the assets of Tenant,  including the
          leasehold  interest  hereunder of Tenant,  are attached,  seized,  are
          levied  upon or come  within  the  possession  of any  secured  party,
          receiver,  trustee, custodian or assignee for the benefit of creditors
          and such attachment,  seizure,  writ, warrant or levy is not withdrawn
          or removed within forty-five (45) days after becoming effective; or

     (e)  If Tenant  directly or  indirectly  sells,  assigns,  or transfers its
          assets other than in the ordinary course of business, or a substantial
          portion  thereof,  or  sells,   assigns  or  transfers  its  ownership
          interests or a substantial part thereof.

     5.2.  Landlord's Rights and Remedies.  If a Default occurs,  Landlord shall
have the rights and remedies  provided by Indiana law and those  hereinafter set
forth.  Landlord may terminate  this Lease by giving to Tenant written notice of
Landlord's election to do so, in which event the Term of this Lease (but not any
other provision of this Lease) shall end, or Landlord may terminate the right of
Tenant to possession of the Property  without  terminating  this Lease by giving
written  notice to Tenant.  Landlord may enforce the provisions of this Lease in
equity or at law; and Landlord  shall be entitled to recover from Tenant all the
Rent for the Term, as well as all other  additional  sums payable by Tenant,  or
for which Tenant is liable or in respect of which Tenant has agreed to indemnify
Landlord under any of the provisions of this Lease,  and all costs and expenses,
including  without  limitation  court costs and reasonable  attorneys'  fees and
expenses  incurred  by Landlord in the  enforcement  of its rights and  remedies
hereunder,  without relief from valuation and appraisement laws,  including such
sums thereafter accruing. Solely at the option of Landlord, Landlord may declare
the  entire  Rent for the  Term  immediately  due and  payable  by  acceleration
thereof, and as liquidated damages Tenant shall be obligated to pay and Landlord
shall be entitled to recover an amount equal to the aggregate  unpaid Base Rent,
for the  balance of the Term.  Landlord  may,  but shall be under no  obligation
(except as may be required by law),  to relet the  Property or any part  thereof
for such rent,  for such time  (which  may be for a term less than or  extending
beyond the Term of this  Lease) and upon such terms as  Landlord  in  Landlord's
sole discretion  shall  determine,  and Landlord shall not be required to accept
any  tenant  offered by Tenant or to observe  any  instructions  given by Tenant
relative to such reletting.  Also, in any such case,  Landlord may make repairs,
alterations  and additions in or to the Property and  redecorate the same to the
extent  deemed by Landlord  reasonably  necessary  or  desirable.  Landlord  may
collect the rents from any such  reletting and shall apply the same first to the
payment of the  expenses  of  reentry,  redecoration,  repair,  alterations  and
reletting  and  second to the  payment  of Rent  herein  provided  to be paid by
Tenant,  and any excess or residue shall  operate only as an  offsetting  credit
against  the  amount of Rent,  if any,  due and owing or as the same  thereafter
becomes due and payable hereunder.

     5.3.  Surrender of Possession.  Upon termination of this Lease,  whether by
lapse  of time or  otherwise,  or upon  any  termination  of  Tenant's  right to
possession of the Property or termination of the Term of the Lease, Tenant shall
surrender and vacate the Property  immediately and deliver possession thereof to
Landlord in clean, good and tenantable condition as in on the Commencement Date,
ordinary wear and tear excepted,  and subject to Landlord's  compliance with its
obligations under this Lease. Upon any termination,  Tenant shall be entitled to
remove,  and at Landlord's  request shall remove,  Tenant's  trade  fixtures and
Tenant shall repair all damage resulting from such removal and shall restore the
Property to the condition prior to vacation.  All other additions,  decorations,
fixtures, hardware and all improvements, temporary or permanent, in or about the
Property, whether placed there by Tenant or by Landlord, shall remain Landlord's
property and shall remain without compensation, allowance or credit to Tenant.

     5.4.  Landlord's  Performance  of  Tenant's  Obligations.  If Tenant  shall
default in the performance of any of its obligations  hereunder and such default
shall  continue  after  the  expiration  of any  notice or grace  period  herein
provided in Section 5.1(b), Landlord may perform such obligation for the account
and expense of Tenant, and Tenant shall reimburse Landlord therefor upon demand.

     5.5. Non-Waiver.  No waiver of any agreement or condition expressed in this
Lease  shall be implied  by any  neglect of  Landlord  or Tenant to enforce  any
remedy on  account of the  violation  of such  agreement  or  condition  if such
violation  be continued or repeated  subsequently,  and no express  waiver shall
affect any  agreement or condition  other than the one  specified in such waiver
and that one only for the time and in the manner specifically stated. No receipt
of monies by Landlord from Tenant after the  termination  in any way of the Term
or of Tenant's right of possession hereunder,  or after the giving of any notice
shall  reinstate,  continue  or extend the Term or affect  any  notice  given to
Tenant prior to the receipt of such monies.

     5.6. Tenant's  Obligations.  Tenant's  obligations under this Article shall
survive the expiration of the Term.

                                   ARTICLE VI
                      WAIVER OF CLAIMS AND INDEMNIFICATION:
                         RIGHT OF RECOVERY ON INSURANCE

     6.1.  Insured  Claims.  Each party hereby  releases,  covenants not to sue,
holds  harmless,  indemnifies,  and waives all claims  against the other,  their
affiliates, and respective Members, Managers,  officers,  directors,  employees,
contractors,  agents,  invitees and  servants,  for any liability for injury (or
death) or damage to  person,  property  or  business  sustained  in or about the
Building or Property, when and to the extent such injury or damage is covered by
insurance  required by this Lease.  The  parties  mutually  agree to release and
relieve the other,  and waive their entire  right of recovery  against the other
for loss or damage  incurring in, on or about the Premises,  arising out of fire
or other perils  resulting from the negligence of the other party, or its agents
and employees,  where such damage or loss is covered by fire,  extended coverage
or other  insurance  of the party  sustaining  the loss or damage.  This release
shall  apply  only to the  extent  that such loss or damage is  covered by fire,
extended  coverage or other  insurance,  regardless of whether such insurance is
payable  to or  protects  Landlord,  Tenant  or both  parties.  Nothing  in this
paragraph shall be construed to impose any other or greater  liability on either
Landlord  or Tenant than would have  existed in the  absence of this  paragraph.
This  release  shall  be in  effect  only so long  as the  applicable  insurance
policies  contain  clauses to the effect that this release  shall not affect the
right of the insured to recover under such policies of fire,  extended  coverage
or other insurance of, if such clauses are not contained, this release shall not
affect the right of the insured to recover under such policies.

     6.2. Uninsured Claims. Tenant hereby agrees to indemnify and hold Landlord,
its officers,  directors,  contractors,  agents, employees and servants harmless
against any other claims,  demands, costs and expenses of every kind and nature,
including reasonable  attorneys' fees for the defense thereof,  arising from the
matters  described in Section 6.1 and which are uninsured under the requirements
of  this  Lease,  including  any  such  claims  or  actions  by  its  employees,
contractors,  agents, or invitees,  or arising from any breach or Default on the
part of Tenant in the  performance  of any  agreement  of Tenant to be performed
pursuant  to the terms of this  Lease,  or  arising  from any act,  omission  or
negligence of the Tenant,  its employees,  servants,  contractors,  invitees and
agents,  in or about the Building or Property.  In case any such claim or action
is brought  against  Landlord,  its  agents,  employees,  servants,  officers or
directors,  Tenant  covenants  to defend  such  proceeding  at its sole cost and
expense by legal counsel reasonably satisfactory to Landlord.

     6.3. No Liability of Landlord.  Landlord shall have no  responsibility  for
loss or  damage  to  Tenant's  personal  property,  except  any such  caused  by
Landlord's negligent act or omission,  and Landlord shall have no responsibility
to insure the property of Tenant of whatever nature and wherever located, in the
Building  or on the  Property,  against  any  loss or  damage  thereto,  however
occasioned,  it being  understood  and agreed  that  Tenant  will so insure such
property.  Tenant  agrees all  property  located in, upon or about the  Property
belonging to Tenant shall be at the Tenant's sole risk.  Tenant agrees  Landlord
shall not be liable by reason of  negligence  or other cause or reason:  (a) for
any injury or damage  either to persons or property  sustained  by Tenant or any
other persons, due to the Property or any part thereof, any Building thereon, or
any part thereof,  or any  appurtenances  thereof,  becoming out of repair;  (b)
occasioned by or from electricity,  hot or cold water, steam,  compressed air or
other  utility,  substance or element,  the appliances for the conveyance of any
utilities,   substances  or  elements,  or  the  lack  of  any  said  utilities,
substances,  or elements;  (c) occasioned by or from plumbing or pipes,  or from
sewage or sewer  gas;  (d)  occasioned  by or from  plumbing  or failure to run,
overflow  or  stoppage  of any pipes of any  kind,  connections  or  attachments
thereto,  or by or from any tank, wash stand,  sink, water closet, or waste pipe
or  sewer,  in,  over,  upon or about  the  Property  or any part  thereof,  any
buildings  thereon  or any  part  thereof,  or any  appurtenances  thereof;  (e)
occasioned by or from water, snow or ice being in, upon or about the Property or
any part thereof, and any Building thereon or part thereof, or any appurtenances
thereof; or (f) occasioned by the owners or occupants or adjacent property;  and
(g) Tenant shall indemnify and save and hold harmless  Landlord from any and all
such liability,  claims, and/or demands therefor to the extend not fully covered
by insurance.

     6.4.  Landlord's  Indemnity.  Landlord  hereby agrees to indemnify and hold
Tenant, its agents,  officers,  directors,  employees and servants harmless from
and against any and all claims,  demands,  costs and  expenses of every kind and
nature,  including reasonable  attorneys' fees for the defense thereof,  arising
from any breach or default on the part of  Landlord  in the  performance  of any
agreement  of Landlord to be performed  pursuant to the terms of this Lease.  In
case any such proceeding is brought against Tenant, Landlord covenants to defend
such claim at its sole cost and expense by legal counsel reasonably satisfactory
to Tenant.

     6.5. Insurance Coverage.

     (a)  Landlord.  Landlord shall obtain and maintain, during the Term of this
          Lease,  a commercial  general  liability  policy on the Premises in an
          amount not less than $1,000,000  combined  single limit,  and fire and
          extended  coverage  insurance,  on the  Building,  for  what  Landlord
          believes  to be its full  insurable  value,  and  Tenant  shall pay or
          reimburse  Landlord as an Operating Charge  (described in Section 1.3)
          charges for such insurance.

     (b)  Tenant. Tenant's insurance shall be primary.  Tenant, at Tenant's sole
          cost and  expense,  shall  obtain and  maintain,  for the Term of this
          Lease,  insurance  policies in form and content and amount, and issued
          by an insurer,  reasonably acceptable to Landlord,  naming Landlord as
          an  additional  insured,  providing the  following  coverage:  (i) all
          perils  included in the  classification  "fire and extended  coverage"
          under insurance  industry practices in effect from time to time in the
          jurisdiction  in which the Building is located  covering the Leasehold
          Improvements,   including   its  fixtures,   equipment,   furnishings,
          merchandise,  alterations,  improvements,  and other contents, for the
          full replacement value of said items; and (ii)  comprehensive  general
          liability insurance (including  contractual liability) which policy is
          to be in the  minimum  amount  of  $1,000,000.00,  and in the  minimum
          amount of $500,000.00  with respect to property  damage.  Tenant shall
          deliver to Landlord certificates of insurance with copies of each such
          policy or duplicate  originals of each such policy upon request.  Such
          policies  shall  contain  a  provision  that  each  shall  (i)  not be
          cancelable and shall continue in full force and effect unless Landlord
          has  received  at  least  30  days'  prior  written   notice  of  such
          cancellation  or  termination,  and  (ii)  not be  materially  changed
          without  such 30 day's  prior  written  notice to  Landlord.  All such
          insurance  shall  provide  that the insurer  shall waive its rights of
          recovery  by way of  subrogation  against  Landlord,  its  agents  and
          employees  as  required  by this  Lease,  and  shall be  primary.  All
          insurance  which  Tenant is  required  to obtain and  maintain in this
          Lease shall be endorsed with a clause substantially as follows:  "This
          insurance shall not be invalidated should the insured waive in writing
          prior to a loss any or all rights of  recovery  against  any party for
          loss  occurring to the  property  described  herein."  This Article VI
          shall survive termination of this Lease.

                                  ARTICLE VII
                                  TITLE MATTERS

     7.1. Non-Disturbance  Agreement. If the Property or Building are subject to
a mortgage,  then  Landlord  shall,  within one hundred  twenty  (120) days of a
written request from Tenant,  use good faith efforts to cause to be delivered to
Tenant a  Non-Disturbance  Agreement  duly  executed and  acknowledged  from the
holder of each such mortgage, which Agreement shall expressly recognize Tenant's
rights  under  this Lease and  provide  that so long as Tenant is not in default
under this Lease or any amendments thereto,  Tenant's possession of the Premises
and its rights and privileges  under the Lease or any renewal  thereto shall not
be  diminished  or  interfered  with  by the  holder  of such  mortgage,  or its
successors or assigns.

     7.2.  Subordination of Lease. This Lease and the rights of Tenant hereunder
shall be and are hereby made expressly  subject and  subordinate at all times to
the lien of any mortgage now or hereafter existing against the Property,  and to
all advances  made or hereafter  to be made upon the  security  thereof.  Tenant
agrees to execute and deliver such further instruments  subordinating this Lease
to a mortgage  as may be  requested  in writing by  Landlord  from time to time,
subject to Tenant receiving the  Non-Disturbance  Agreement described in Section
7.1 hereof. Tenant agrees that it will, by appropriate  instrument,  subordinate
this Lease to any future  mortgage  imposed  on the  Property.  In the event any
proceedings  are brought to foreclose  any  mortgage,  Tenant will attorn to the
lessor or the purchaser upon any  foreclosure  sale and recognize such lessor or
purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver
at any time  any  instrument  to  further  evidence  such  attornment  as may be
requested  in writing by any such  lessor or holder of such  mortgage  and their
successors or assigns.

     7.3. Assignment and Subletting. Tenant shall not, without the prior written
consent of Landlord,  which  consent  shall not be  unreasonably  withheld,  (i)
assign,  convey,  encumber or  mortgage  this Lease or any  interest  under this
Lease;  (ii) allow any  transfer of or lien upon  Tenant's  interest  under this
Lease by operation of law; (iii) sublease all or any portion of the Premises; or
(iv)  permit the use or  occupancy  of the  Premises  by any party  (other  than
Tenant, Tenant's affiliates,  and their agents, employees,  guests, invitees and
licensees);  provided,  however, Tenant may assign its interest under this Lease
to any 50% or more owned entity, without Landlord consent. No assignment of this
Lease or  sublease  pursuant  to the  provisions  of this  Section  7.3 shall be
effective  unless and until the  assignee or  sublessee  shall have  executed an
appropriate instrument,  in form reasonably  satisfactory to Landlord,  assuming
all of the  obligations  of  Tenant  hereunder  to the  extent  of the  Premises
assigned or subleased,  and shall have delivered a copy thereof,  or an executed
counterpart thereof, to Landlord.

     No sublease or  assignment  of any of Tenant's  interest  under this Lease,
without  Landlord's  consent,   shall  release  or  discharge  Tenant  from  any
liability,  whether past,  present or future,  under this Lease and Tenant shall
remain fully liable thereunder,  provided,  however,  that permitted  assignment
without Landlord consent shall thereupon  release Tenant from further  liability
hereunder.  Tenant  shall  deliver to  Landlord  promptly  after  execution,  an
executed copy of each sublease and assignment and any amendment  thereto entered
into  pursuant  to the terms of this  Section  7.3.  So long as Tenant is not in
default hereunder,  Tenant may retain all sublease lease payments. Any purported
assignment  or sublease  made in violation of this Section 7.3 shall be null and
void.

     7.4.  Covenant Against Liens.  Tenant covenants and agrees not to suffer or
permit any lien of mechanics or  materialman  to be placed against the Property,
or the Building,  or any part thereof  arising from work done by or on behalf of
Tenant.  If any such lien  shall  attach to the  Property  or any part  thereof,
Tenant  shall  immediately  pay off and remove the same or if Tenant  desires to
contest  such lien in a court of  competent  jurisdiction,  and,  in  Landlord's
reasonable judgment, Landlord's interest in the Property would not be materially
impaired as a result thereof,  then, at Landlord's  election,  Tenant may either
file  with  Landlord  a  bond  in an  amount  and  with  an  independent  surety
satisfactory  to  Landlord,  or  Tenant  may  furnish  a  title  indemnity  with
appropriate  security  to  protect  against an  exception  to title with a title
insurance company designated by Landlord and in such amount and on such terms as
are satisfactory to Landlord and such title insurance company.

     7.5. Covenant of Quiet Enjoyment. Landlord covenants and represents that it
has full  power and  proper  authority  to  execute  this Lease and to grant the
rights provided to Tenant hereunder and further  covenants that, upon paying the
Rent  and  keeping  the  agreements  of this  Lease  on its  part to be kept and
performed,  Tenant shall have peaceful and quiet  possession of the Property and
full enjoyment of all its rights herein granted for the Term of this Lease.

                                  ARTICLE VIII
              TRANSFER OF LANDLORD'S INTEREST IN BUILDING AND LEASE

     In the event of any permitted  sale or other transfer of all or part of the
Property  by Landlord  or Tenant,  then such party  shall be entirely  freed and
relieved of all agreements and obligations  hereunder accruing after the date of
such sale or transfer, provided, such purchaser or transferee shall have assumed
and agreed to perform all agreements and obligations hereunder accruing from and
after the date of such sale or transfer. The holder of a mortgage (or assignment
in connection with a mortgage) shall not be deemed such an assignee,  grantee or
purchaser under this Section unless and until the foreclosure of the mortgage or
the  conveyance or transfer of Landlord's  interest  under this Lease in lieu of
foreclosure. This Lease shall not be affected by any such assignment, conveyance
or sale,  and Tenant  agrees to attorn to the  assignee,  grantee or  purchaser.
Tenant shall have the right to terminate the Term of this Lease upon any sale of
all or substantially all of the assets of Landlord.

                                   ARTICLE IX
                                 OPTION TO RENEW

     Tenant  may at its  option  extend  the  Term  of  this  Lease  for two (2)
additional  consecutive terms of one (1) year, in like manner and subject to the
same  agreements  as are  contained  in this  Lease,  except  that the Rent will
increase.  Tenant may  exercise  said  option by giving  notice of the  exercise
thereof  in  writing  to  Landlord  not less than four (4)  months  prior to the
expiration of the Term (or first  one-year  option Term, as the case may be). In
the event  Tenant  fails to serve  notice of the exercise of its option to renew
this  Lease as  hereinafter  provided,  said  option  shall  expire and be of no
further force and effect. In the event Tenant exercises its option to extend the
term of this Lease, the Base Rent which the Tenant shall pay during the extended
Term  shall be  determined  in  accordance  with the  following  provisions.  As
promptly as  practicable,  after the end of the initial Term, the Landlord shall
compute the increase, if any, in the cost of living for the preceding Term based
upon the "Revised  Consumers'  Price Index - Cities (1967 = 100)" (the "index"),
published by the Bureau of Labor  Statistics of the United States  Department of
Labor.  The  Landlord  shall,  within a  reasonable  time  after  obtaining  the
appropriate  data necessary for computing such increase,  give the Tenant notice
of  any  increase  so  determined,  and  the  Landlord's  computation  shall  be
conclusive  and binding  (but shall not preclude  any  adjustments  which may be
required in the event of a published  amendment to the index  figures upon which
the computation was based unless the Tenant shall,  within sixty (60) days after
the giving of such notice,  notify the Landlord of any claimed  error  therein).
Any disputes between the parties as to any such computation  shall be determined
by arbitration.  The Base Rent, as so determined (i.e., the Base Rent at the end
of the initial Term or renewal Term,  and the  "increase" for the Term) shall be
due and payable to the Landlord in equal monthly  installments  commencing  with
the first month of the  extended  Term of this Lease (any  retroactive  payments
then  being  due and  payable  within  five (5) days  after  the  giving of such
notice), and in the event of any subsequent  redetermination of such amount, the
adjustment thus indicated shall be made promptly between Landlord and Tenant. If
publication of the  Consumers'  Price Index shall be  discontinued,  the parties
shall  accept  comparable  statistics  on the  costs of  living  for the City of
Chicago,  as they shall be  computed  and  published  by an agency of the United
States or by a responsible  financial periodical of recognized authority then to
be selected by the parties or, if the parties  cannot agree on a  selection,  by
arbitration.  In the  event  of (a) use of  comparable  statistics  in  place of
Consumers'  Price Index,  or (b)  publication  of the index figure at other than
monthly  intervals,  there  shall  be made in the  method  of  computation  such
revisions  as the  circumstances  may  require  to carry out the  intent of this
article, and any dispute between the parties as to the making of such adjustment
shall be determined by arbitration.

                                   ARTICLE X
                               OPTION TO PURCHASE

     If  Tenant  has at that  time in all  respects  fulfilled  each  and  every
obligation of Tenant to be performed  under this Lease  Agreement,  Tenant shall
have the sole and exclusive  right and option to purchase the  Property,  at any
time during any Term hereof.  Upon exercise of the option,  the Lease Term shall
terminate as of the date of closing on the purchase.  The purchase option, if it
is to be  exercised,  must be  exercised  by the giving of written  notice  from
Tenant to Landlord at the business  address of Landlord  herein  provided.  Said
notice  shall call for a closing at or within  ninety (90) days from the date of
the notice. The purchase price for the Property to be paid by Tenant to Landlord
shall be  $700,000.00.  The entire purchase price herein stated shall be paid by
Tenant to Landlord at closing,  in cash or other readily  available  good funds.
Not less than  sixty  (60) days  prior to the date of  closing,  Landlord  shall
provide  Tenant  with a  Phase  I  Environmental  Assessment  of  the  Property,
addressed to Tenant (and its Lender), at Landlord's expense, performed by a firm
reasonably   acceptable  to  Tenant.   The  Environmental   assessment  must  be
satisfactory  to Tenant.  In the event the  Environmental  assessment  reveals a
condition  which Tenant is unwilling to accept,  Tenant shall have the option to
terminate the closing and the purchase.  Not less than thirty (30) days prior to
the date of closing,  Landlord,  at its expense,  shall also deliver to Tenant a
title insurance commitment,  issued by a title insurance company regularly doing
business  in Elkhart  County,  Indiana,  and  reasonably  acceptable  to Tenant,
committing to insure merchantable fee simple title to the Property in the amount
of the  purchase  price  as  herein  determined,  free and  clear of  easements,
encroachments,  liens, covenants,  encumbrances, or other defects. Should Tenant
determine defects exist in the title to said real estate,  under Elkhart County,
Indiana title  standards,  Landlord  shall remove or remedy said defects  within
twenty  (20)  days.  Failure  of  Landlord  to remedy or remove or obtain  title
insurance  over any of said  defects  within said  period of time shall  entitle
Tenant to cancel the closing and purchase,  or, at Tenant's  option,  Tenant may
deduct the costs or expenses of curing such defects from the purchase price, and
accept the  Property  subject  to the same.  After  closing  and  delivery  of a
Warranty Deed as herein provided,  Landlord shall supply Tenant with the paid-up
final title insurance policy from the title commitment  aforementioned.  At time
of closing, Landlord shall execute and deliver to Tenant its good and sufficient
Warranty Deed conveying the Property in fee simple  absolute.  Real estate taxes
shall be prorated to date of closing.

                                   ARTICLE XI
                                     GENERAL

     11.1.  Notices.   All  notices,   waivers,   demands,   requests  or  other
communications required or permitted hereunder shall, unless otherwise expressly
provided,  be in writing and be deemed to have been properly  given,  served and
received (a) if delivered by messenger,  when delivered,  (b) if mailed,  on the
third  business  day after  deposit  in the United  States  Mail,  certified  or
registered,   postage  prepaid,  return  receipt  requested,  with  simultaneous
facsimile, confirmed receipt, or (c) if delivered by reputable overnight express
courier,  freight prepaid, the next business day after delivery to such courier;
in every case addressed to the party to be notified as follows:

If to Landlord:

Gateway Property Development, LLC
5230 Beck Drive
Suite 3A
Elkhart, IN 46516
Attention:  Dan Brekke, President


If to Tenant:

Starcraft Corporation
1123 South Indiana Avenue
Goshen, IN 46527
(Fax) 574-1238
Attn:  Michael H. Schoeffler, President

or to such other  addresses) as any party entitled to receive  notice  hereunder
shall  designate to the others in the manner  provided herein for the service of
notices.  Rejection  or refusal  to accept or  inability  to deliver  because of
changed  address or because no notice of  changed  address  was given,  shall be
deemed receipt.

     11.2.  Brokers.  Tenant represents and warrants to Landlord that Tenant has
not dealt with any broker or finder in  connection  with this Lease,  and to its
knowledge,  no broker or finder  initiated or participated in the negotiation of
this  Lease,  submitted  or showed the  Premises to Tenant or is entitled to any
commission in connection  with this Lease.  Tenant hereby  indemnities and holds
Landlord  harmless  from and against any and all  claims,  damages and  expenses
based upon or arising out of any claim by any person with whom it is  ultimately
determined  that Tenant has dealt in violation of the foregoing  representations
and warranties.

     11.3. General.

     (a)  Each of the provisions of this Lease shall extend to and shall, as the
          case may require,  bind or inure to the benefit,  not only of Landlord
          and Tenant, but also of their respective heirs, legal representatives,
          successors and permitted assigns.

     (b)  All of the representations, agreements and obligations of Landlord are
          contained  herein,  and no  modification,  waiver or amendment of this
          Lease or of any of its conditions or provisions  shall be binding upon
          the Landlord unless in writing signed by Landlord.

     (c)  This Lease shall be governed by and construed in  accordance  with the
          laws of the State of Indiana.  If any  provision or part of this Lease
          or the application  thereof to any persons or circumstances  shall, to
          any extent,  be invalid,  illegal or  unenforceable,  the remainder of
          this Lease, or the application of such provision or part to persons or
          circumstances other than those as to which it is held invalid, illegal
          or  unenforceable,  shall not be affected  thereby,  and each term and
          provision  of this Lease  shall be valid and  enforced  to the fullest
          extent permitted by law.

                                  ARTICLE XII
                                  FORCE MAJEURE

     Without  limiting or being  limited by any of the other  provisions of this
Lease,  if a party to this  Lease  fails to  perform  timely  any of the  terms,
covenants  or  conditions  of this Lease on its part to be  performed,  and such
failure is due in whole or in part to any strike,  lockout, labor trouble, civil
disorder,  riot,  insurrection,  act of terrorism,  war, accident, fire or other
casualty,   adverse  weather  condition,  act  of  God,  governmental  inaction,
restrictive  governmental  law or  regulation,  inability to procure  materials,
electricity,  gas,  or other fuel or water or other  utilities  at the  Building
after reasonable  effort to do so, act or event caused directly or indirectly by
or by default of the other party or its employees,  agents, licensees,  invitees
or contractors, or any cause beyond the reasonable control of a party, then such
party  shall not be  deemed  in  default  under  this  Lease as a result of such
failure.

                                  ARTICLE XIII
                                      FORUM

     Rights  and  remedies  shall  be  cumulative,  and no one of them  shall be
construed as  exclusive of any other or of any right or remedy  provided by law.
Any  dispute,  action,  or  proceeding  arising  out of  this  Agreement  or the
transactions  provided  for in it, shall be brought and  maintained  only in the
following courts of the State of Indiana: federal courts sitting in the Northern
District of the State of Indiana and any State Court sitting in Elkhart  County,
to which such sole and exclusive  jurisdiction each party  irrevocably  consents
(both as to subject matter and personal  jurisdiction of such courts) and waives
all rights to a trial by jury as to all or any part of any such litigation,  and
any right of removal,  and any right to change venue or seek preferred venue, or
consolidate with any other actions.

                                  ARTICLE XIV
                                EARLY TERMINATION

     Anything to the contrary  contained herein  notwithstanding,  Tenant may at
its option (if not then in default  hereunder)  terminate the Term of this Lease
upon not less than sixty (60) days' prior written notice to Landlord of Tenant's
election to relocate its Business from Building, and the effective date thereof,
whereupon Tenant shall have no further liability for Rent accruing thereafter.


     IN WITNESS  WHEREOF,  Landlord and Tenant have caused this Lease to be duly
executed as of date set forth on the cover page to this Lease.

LANDLORD:

GATEWAY PROPERTY DEVELOPMENT, LLC

By: /s/ Daniel L. Brekke
   ----------------------------------
   Daniel L. Brekke, President

TENANT:

STARCRAFT CORPORATION

By: Michael H. Schoeffler
   ----------------------------------
   Michael H. Schoeffler, President

<PAGE>

                                    EXHIBIT A
                             DESCRIPTION OF PROPERTY

[GRAPHIC SHOWING PROPERTY LAYOUT OMITTED]

<PAGE>


                                    EXHIBIT B
                           DESCRIPTION OF COMMON AREA

[GRAPHIC SHOWING COMMON AREA OMITTED]

<PAGE>


                                    EXHIBIT C
                   MEMORANDUM OF LEASE (WITH PURCHASE OPTION)

     Gateway  Property  Development,  LLC (Landlord)  and Starcraft  Corporation
(Tenant)  have  executed  a Lease  Agreement  with a Term  of  three  (3)  years
commencing  February  15, 2003 and  expiring  February  14,  2006,  with two (2)
one-year  options,  together  with an option to purchase,  regarding the subject
real estate described in Exhibit A attached hereto and made part hereof.

     Dated this ____ day of April, 2003.

                                         LANDLORD:

                                         GATEWAY PROPERTY
                                         DEVELOPMENT, LLC


                                         By:
                                            ------------------------------------
                                            Daniel L. Brekke, President

                                         TENANT:

                                         STARCRAFT CORPORATION


                                         By:
                                            ------------------------------------
                                            Michael H. Schoeffler, President

<PAGE>


COUNTY OF ELKHART      )
                       )  SS:
STATE OF INDIANA       )


     Before  me, the  undersigned,  a Notary  Public in and for said  County and
State,  personally  appeared  Daniel L. Brekke,  President  of Gateway  Property
Development,  LLC, who acknowledged the execution of the foregoing Instrument on
the date of its execution set forth above.

     WITNESS my hand and Seal this _____ day of ____________, 2003.


My Commission Expires:  _________          ______________________, Notary Public
                                           [SEAL]
                                           Resident of _________ County, Indiana


COUNTY OF ELKHART   )
                    )SS:
STATE OF INDIANA    )


     Before  me, the  undersigned,  a Notary  Public in and for said  County and
State,  personally  appeared  Michael  H.  Schoeffler,  President  of  Starcraft
Corporation,  who acknowledged the execution of the foregoing  Instrument on the
date of its execution set forth above.

         WITNESS my hand and Seal this _____ day of __________________, 2003.


My Commission Expires:  _________        ________________________, Notary Public
                                         [SEAL]
                                         Resident of ___________ County, Indiana








This  instrument  prepared  by Rand W.  Nilsson,  BARNES &  THORNBURG,  121 West
Franklin Street, Suite 200, Elkhart, Indiana 46516.