<PAGE>

                                     EXHIBIT 10.2


                                        LEASE

                                       * * * *

                    TRUSTEE OF THE BUTTERFIELD FAMILY TRUST NO. 2
                                       LANDLORD

                                         AND

                          SMITH & BUTTERFIELD COMPANY, INC.
                                        TENANT

                                       * * * *

    THIS INDENTURE OF LEASE, made and entered into as of the 1st day of
November, 1991, by and among Al H. Harding, Jr., TRUSTEE u/a dated July 31,
1976, executed by Ruth Lane Butterfield, as Trustor, and creating "The
Butterfield Family Trust No. 2" (which said trust is hereinafter referred to as
"LANDLORD") and SMITH & BUTTERFIELD CO., INC., an Indiana corporation having its
principal office and place of business at 2800 Lynch Road, Evansville,
Vanderburgh County, Indiana (hereinafter referred to as "TENANT"), WITNESSETH
THAT:

    LANDLORD, in consideration of the rents reserved to it and of the covenants
and agreements hereinafter contained and set forth to be kept and performed by
TENANT, does hereby lease, let, rent and demise unto TENANT, and TENANT does
hereby take and hire of and from LANDLORD the real estate improvements situated
in Vanderburgh County, Indiana, more particularly described on the attached
Exhibit A, and common areas including parking, more particularly described on
the attached Exhibit B.

    Said premises are hereby demised, together with and including all
improvements situated thereon and all rights appurtenant thereto, but subject,
nevertheless, to easements, rights-of-way and party wall agreements of record.

    TO HAVE AND TO HOLD said demised premises unto said TENANT for a term of
eight (8) years, commencing November 1, 1991 and terminating as of the close of
business on the last day of October, 1999 (with an option to extend said term as
hereinafter set forth), all upon and subject to the limitations, terms,
covenants, provisions and conditions hereinafter set forth.

    This indenture of lease is made upon and subject to the foregoing and the
following limitations, terms, covenants, provisions and conditions, to-wit:

                                          I.

                                         RENT

    For the purpose hereof, the term "lease year" means and refers to the
period of time from August 1 of one year to and including the last day of July
of the next following calendar year. TENANT covenants and agrees to pay to
LANDLORD, without demand, at LANDLORD'S office in the City of Evansville,
Indiana or at such other place as LANDLORD may from time to time designate in
writing, on the days and in the manner herein prescribed for the payment
thereof, rent for the demised premises as follows:


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    A.   With respect to the first lease year, rental shall be in the amount of
         One Hundred Seven Thousand Dollars ($107,000.00), payable in equal
         monthly installments in advance; and notwithstanding any of the other
         terms and provisions of this Lease, rental hereunder with respect to
         the entire term and extension of the term of this Lease shall never be
         less than the sum of One Hundred Seven Thousand Dollars ($107,000.00)
         per year; and

    B.   Rental with respect to the second and each subsequent lease year of
         the term or extension of the term of this Lease shall be adjusted
         (upward or downward) to be at the annual rate and amount determined by
         multiplying rental at the rate of One Hundred Seven Thousand Dollars
         ($107,000.00) per year by one-half of a fraction, the numerator of
         which shall be the amount of the 1991 REVISED CONSUMER PRICE INDEX for
         Urban Wage Earners and Clerical Workers for all Items and Major Group
         Figures of the United States Bureau of Labor Statistics 1982-84 = 100:
         January 1991 = 132.8 (hereinafter "Index"), for the month of January
         immediately preceding the commencement of the August 1 adjustment date
         and the denominator of which shall be 132.8 (being the amount of such
         Index for the month of January 1991); provided, however, that rental
         shall never be less than rental at the rate and in the amount of One
         Hundred Seven Thousand Dollars ($107,000.00) per year.

    C.   The rental for each lease year shall be payable in equal monthly
         installments monthly in advance. All such rental and other amounts
         payable by TENANT to LANDLORD hereunder shall be payable and paid
         without relief from valuation or appraisement laws in lawful money of
         the United States of America, together with reasonable attorney's fees
         for collection (in case of default) and together with interest at the
         prime rate charged by The Citizens National Bank of Evansville,
         Evansville, Indiana, plus Two percent (21) (at the time interest
         becomes due and payable).

    D.   Notwithstanding any rentals due pursuant to A., B., and C. above, the
         TENANT will pay an additional monthly rental of $300.00 per month for
         the first seven (7) years of this lease, beginning November 1, 1991
         and ending October 31, 1998.

    In case publication of the Index of the United States Bureau of Labor
Statistics is discontinued, but is replaced by a new index prepared and
published by a department, bureau or agency of the United States Government and
which may be appropriately converted for comparison with the above-mentioned
Index, such rental adjustment shall be made in the manner provided by said
governmental agency for conversion of one index to the other.

                                         II.

                                   USE OF PREMISES

    Said premises are leased and let unto TENANT for use by TENANT in
connection with the operation of its business as now or hereafter conducted;
provided, however, that said premises shall not be used for any purposes in
violation of applicable law or Ordinance.


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                                         III.

                               MAINTENANCE AND REPAIRS

    The said premises are accepted by TENANT in their present condition and
state of repair. LANDLORD shall have no obligation to maintain or repair said
premises.

    The improvements, including the loading dock, upon said real estate shall
be kept in good order, operating condition and state of repair by TENANT and
shall also be maintained in a clean, sanitary and safe condition in accordance
with all directions, rules and regulations or applicable laws or ordinances, all
at TENANT'S sole cost and expense; and at the expiration of the term or any
extension of the term hereof, TENANT shall surrender the premises in as good
condition and state of repair as exists on the date of the commencement of the
term of this Lease, reasonable wear and tear, loss by fire and other insured
casualty excepted.

    TENANT acknowledges the existence of a party wall on part of the southern
boundary of its leased premises and agrees to keeping said common wall in good
repair and to share one-half the expense of any repair or maintenance required
on such wall. TENANT also will take reasonable measures necessary to provide
appropriate security and to prevent access through said party wall.

                                         IV.

                                     ALTERATIONS

    TENANT, at its sole cost and expense, may make such interior,
non-structural alterations of the improvement upon said premises as it may
desire. Alterations which would in any manner affect the structure of the
building shall be made only pursuant to the express written consent of LANDLORD.
TENANT shall have no right to cause or permit the imposition of any lien upon
the title to the premises, and TENANT undertakes and agrees to indemnify and
save LANDLORD harmless of and from any and all such liens or claims of liens and
expenses in connection with or by reason of any such lien or claim of lien.

                                          V.

                                      INSURANCE

    During the term hereof, TENANT at its sole cost and expense, shall procure
and maintain in full force and effect insurance upon and with respect to the
demised premises as follows:

    A.   Fire and extended coverage insurance in amounts and written by
         insurance companies approved by Landlord; and TENANT acknowledges that
         it has been informed that LANDLORD may require such insurance to the
         full extent of the replacement value of the improvements on the
         demised premises; and

    B.   Liability insurance in the amount of not less than One Million Dollars
         ($1,000,000.00) plus excess coverage in the amount of Two Million
         Dollars ($2,000,000), both with respect to injuries to or the deaths
         of persons arising by reason of any one occurrence and in the amount
         of One Hundred Thousand Dollars ($100,000) with respect to claims for
         damages to property or with such other limits as shall be approved in
         writing by LANDLORD, which insurance shall be maintained in companies
         reasonably approved by LANDLORD. The above mentioned excess


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         liability insurance may have a deductible feature in an amount not
         more than Ten Thousand Dollars ($10,000) with respect to each
         occurrence.

    Both LANDLORD and TENANT shall be named as insureds in all such policies in
accordance with their respective interests. Copies of such insurance policies
and proof of payment of premiums shall be furnished to LANDLORD, and evidence of
renewal of such insurance from time to time shall be furnished at least thirty
(30) days prior to expiration of then current policies. Each of such policies
shall contain a provision that the same shall not be canceled until at least
fifteen (15) days after notice in writing to LANDLORD.


                                         VI.

                                        TAXES

    In addition to other amounts payable by TENANT to LANDLORD in accordance
with other provisions of this Lease, TENANT covenants and agrees to directly pay
or reimburse LANDLORD on account of all ad valorem taxes with respect to the
demised premises payable during the term or any extension of the term of this
Lease. TENANT shall have the right to contest assessments and reassessments of
said real estate, all at TENANT'S sole cost and expense; but no such contest
shall in any manner jeopardize LANDLORD'S title to said real estate.


                                         VII.

                                OPTION TO EXTEND TERM

    TENANT shall have and is hereby given and granted an option to extend the
term of this Lease for a period of five (5) years commencing November 1, 1999,
which option may be exercised by TENANT if TENANT is not in default hereunder by
the giving of written notice of such election to LANDLORD not less than six (6)
months prior to the expiration of this Lease. In case said option is exercised,
the same terms, conditions, covenants and provisions of this Lease applicable to
the original eight (8) year term shall apply to the extended term, including,
without limitation, the rental adjustment provisions of Section I-B of this
Lease, but subject to the rental limitations of Section I-D of this lease. In
addition, the insurance amounts referenced in Section V, B. shall be increased
by twenty-five percent (25%). There shall be no option to further extend the
term of this Lease.

                                        VIII.

                       DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS

    In case the whole or any part of the improvements situated upon the
above-described real estate shall be partially or totally destroyed by fire or
other insured casualty during the term of this lease, the same shall be restored
by LANDLORD without unnecessary delay; provided, however, that all proceeds of
insurance (required to be maintained by TENANT) shall be made available to
LANDLORD for such purpose and provided further that LANDLORD'S obligation
hereunder shall not exceed the amount of such insurance proceeds, and any excess
of cost of repair or restoration over the amount of such proceeds shall be paid
and borne by TENANT. Notwithstanding the foregoing, in case the damage or
destruction occurs during the last year of the initial term of this lease and
TENANT did not exercise its extension option within thirty (30) days following
the date of such damage or destruction or in case such damage or destruction
occurs during the last year of the extended term of this lease, then either
LANDLORD or TENANT may terminate this lease by the giving of written notice to
that effect to the other within thirty (30) days following the date of the
occurrence of such damage or destruction; and in case of such termination all
proceeds of insurance with respect to the improvements upon the demised premises
shall be paid to and shall be the property absolutely of LANDLORD. In case of
termination


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under the provisions of this Article, TENANT shall be relieved of liability
hereunder referable to the period of time subsequent to the date of such damage
or destruction and prorated amounts shall be refunded.

    There shall be no abatement of rental on account of or by reason of damage
to or destruction of the demised premises unless this lease is terminated in
accordance with the foregoing provisions of this Article.

                                         IX.

                                    EMINENT DOMAIN

    In case the whole of the demised promises shall be taken by any public
authority under the power of eminent domain or conveyed by LANDLORD under the
threat of such taking, the term of this lease shall cease form the date the
possession of said premises is required for the public purpose for which the
same is taken or conveyed. In case a part of the demised premises shall be taken
by any public authority under the power of eminent domain or conveyed by
LANDLORD under the threat of such taking and such taking is not such as to
destroy the usefulness of the demised premises for the operation of TENANT's
business thereon, this lease shall remain in full force and effect and there
shall be no reduction or abatement of rental. If, however, a partial taking does
destroy the usefulness of the demised premises for the purpose of operation of
TENANT's business thereon, TENANT shall have the right, exercisable by the
giving of notice to LANDLORD within ten (10) days after TENANT has been notified
of such taking or conveyance, either to terminate this lease or to continue in
the remainder of the demised premises under and pursuant to the term sand
provisions of this lease. If TENANT elects to continue in possession, there
shall be no reduction in or abatement of rental. If under such circumstances
TENANT elects to terminate this lease and if at the time of the condemnation (or
conveyance in lieu thereof) the premises were subject to a mortgage
indebtedness, TENANT shall pay to the mortgagee the excess, if any, of the
mortgage indebtedness over the amount of the condemnation award or settlement
paid to LANDLORD.

    For the purposes hereof the condemnation (or conveyance under threat
thereof) of land along the south side of the demised premises for purposes of
widening of Lynch Road shall not be cause for termination of this lease so long
as TENANT is not deprived of access to the demised premises.

    In case of a complete termination of this lease under the circumstances
provided in this Article, the portion of any prepaid payments by LANDLORD TO
TENANT or by TENANT to LANDLORD which is referable to a period of time
subsequent to such termination shall be refunded. LANDLORD agrees that he will
promptly furnish to TENANT copies of any notices served upon LANDLORD by any
public authority notifying LANDLORD of any proposed condemnation of any part of
the demised premises.

                                          X.

                                   UTILITY SERVICES

    TENANT undertakes and agrees to pay the Cost of all utility services
desired or required by it in connection with its use and occupancy of the
demised premises, and all such utilities shall be separately metered to and
billed to TENANT. LANDLORD shall have no obligation with respect to or on
account of the furnishing of any utility services to the demised premises.


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                                         XI.

                              ASSIGNMENT AND SUBLETTING

    TENANT is granted and shall have the right to assign this lease or to
sublet any part or all of the demised premises for any lawful purpose, but no
such assignment nor subletting shall release or discharge TENANT of liability
hereunder.

                                         XII.

                                   QUIET ENJOYMENT

    If and so long as TENANT shall pay the rent and other payments payable by
it in accordance with the terms and provisions of this lease and shall keep,
perform and observe all of the covenants and provisions hereof to be kept and
performed by TENANT, TENANT shall quietly enjoy the demised premises in
accordance with the terms and provisions of this lease.

                                        XIII.

                                       REMEDIES

    Neither this lease nor any interest therein nor any estate hereby created
shall pass to any trustee, receiver or assignee for the benefit of creditors or
be otherwise transferable by operation of law.

    The estate and term of TENANT shall cease in the event TENANT is
adjudicated a bankrupt or a receiver of its property is appointed. LANDLORD may
terminate this lease by ten (10) days' written notice to TENANT upon the
happening of any one or more of the following events, which shall be deemed a
default by TENANT and a breach of this lease:

    A.   The making by TENANT of an assignment for the benefit of creditors;

    B.   The levying of a writ of execution or attachment for or against the
         property of the TENANT, unless the same is vacated, discharged or
         satisfied within ten (30) days after written request by LANDLORD; or

    C.   The doing or permitting by TENANT of any act which creates a
         mechanic's lien or a claim therefor against the demised premises, if
         such lien or claim is not satisfied or discharged, or indemnified
         against to LANDLORD's satisfaction, within ten (10) days after written
         notice by LANDLORD.

    In case rental payable by TENANT to LANDLORD shall be and remain unpaid for
more than fifteen (15) days after the same is due and payable, or in ease TENANT
shall violate or default in the performance of any of the other covenants,
agreements, stipulations or conditions herein set forth to be kept and performed
by TENANT and such violation or default shall continue for a period of fifteen
(15) days after written notice of such violations or default without TENANT in
good faith having commenced to rectify the same with reasonable diligence,
LANDLORD at his option may declare this lease terminated and canceled and may
re-enter said promises, with or without process of law, using such force as may
be necessary to remove all chattels therefrom; and LANDLORD shall not be liable
by reason of any such re-entry. No such re-entry by LANDLORD shall constitute a
waiver of TENANT'S liability to LANDLORD on account of any breach of this lease
by TENANT.


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    In the event any party hereto shall be required to resort to litigation for
the purpose of enforcing against the other party any rights arising hereunder
and shall be successful in such litigation, the judgment in such litigation
shall include an allowance to the successful party for all such party's costs
and expenses including reasonable attorney's fees paid or incurred in connection
with such litigation.

    In the event of the termination of this lease for any cause or in the event
of the abandonment, vacation or surrender of the demised premises by TENANT, any
property of TENANT remaining in or upon the demised premises and not removed by
TENANT within fifteen (15) days from and after such termination, abandonment,
vacation or surrender shall be deemed to have been permanently abandoned and may
be used or disposed of by LANDLORD in such manner as it shall deem fit and
proper under the circumstances without liability to TENANT.

    In the event any party hereto shall fail, refuse or neglect to do any act
or perform any covenant or agreement in this lease contained and set forth to be
done, kept and performed by such party and such default shall not be cured or
action commenced in good faith within fifteen (15) days following written demand
to the defaulting party to rectify or cure such default, the other party hereto
may do such act or perform such covenant or agreement and shall be entitled to
reimbursement from the defaulting party to the extent of the costs and expenses
incurred together with interest at the prime rate as charged by The Citizens
National Bank of Evansville, plus one percent (1%) (at the time such interest is
payable hereunder) from the date of the payment of any such costs or expenses.
If any such required reimbursement is not made promptly, the party who shall
have incurred such cost or expense may deduct the amount thereof from any
amounts accruing and payable to the defaulting party or may pursue any other
available remedy for the collection of such costs and expenses.

    All rights and remedies herein enumerated shall be cumulative and the
enumeration of specific rights and remedies shall not preclude the exercise or
prosecution of any other right or remedy afforded by law, and such rights and
remedies may be exercised and enforced concurrently and whenever and as often as
the occasion therefor arises. The failure of any party to exercise any right or
remedy at a time when such party is entitled so to do shall not preclude such
party from exercising, or constitute a waiver of, such right or remedy with
respect to any continuing or other default or defaults of the other party or
parties hereto.

                                         XIV.

                                       NOTICES

    Any notice required or permitted pursuant to the terms and provisions of
this lease shall be deemed fully given or served only if transmitted by
certified mail or registered mail with return receipt requested, addressed to
TENANT at the demised premises and to LANDLORD at 1400 Lincoln Avenue,
Evansville, Indiana 47714. LANDLORD or TENANT may by like written notice, at any
time and from time to time, designate a different address to which notices shall
subsequently be transmitted to him or it, as the case may be.

                                         XV.

                               MISCELLANEOUS PROVISIONS

    A.   In case TENANT remains in possession of the demised premises with the
         consent of LANDLORD after the expiration of this lease and without the
         execution of a new lease, it shall be deemed to be occupying said
         premises as a tenant from month-to-month subject to all the
         conditions, provisions, terms and obligations of this lease insofar as
         the same are applicable to a month-to-month tenancy.


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    B.   TENANT agrees to indemnify and save LANDLORD harmless against any and
         all claims, demands, costs and expenses including reasonable
         attorneys' fees arising from or connected with the use and occupancy
         of the demised premises by TENANT and from and against any act of
         negligence of TENANT, its agents, contractors, servants, employees,
         invitees or licensees in or about the demised premises.

    C.   LANDLORD shall have the right to enter upon the demised premises at
         all reasonable times for the purpose of inspecting the same.

    D.   TENANT acknowledges that it is aware that LANDLORD is composed of the
         Trustee of an inter vivos trust and that the undersigned Trustee f
         said trust executes this lease solely in his capacity as such Trustee
         and that said Trustee shall not have any personal liabilities
         hereunder or otherwise as landlord of the demised premises.

    E.   Parking and use of parking areas will be subject to easement and
         rights-of-way of record affecting title to the leased property, and
         will be subject to the further understandings referenced in Exhibit B
         of the lease.

    F.   The terms, covenants and conditions hereof shall extend to and be
         binding upon the respective successors and assigns of the parties.

    G.   This lease supersedes and replaces all prior existing leases between
         the parties or any of them.

IN WITNESS WHEREOF, LANDLORD has hereunto set his hand and seal and TENANT has
caused the execution hereof by its duly authorized officers, all as of the day
and date first above written.





                                  /s/ Al H. Harding, Jr., trustee u/a
                                  -----------------------------------
                                  dated July 31, 1976, and creating
                                  "The Butterfield Family Trust No.2"

                                  "LANDLORD"




                                  /s/ James D. Butterfield, Pres.
                                  -------------------------------
                                  SMITH & BUTTERFIELD CO., INC.
                                  "TENANT"


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                                      EXHIBIT A

                                 LEGAL DESCRIPTION OF
                               STRUCTURAL IMPROVEMENTS
                       LEASED BY SMITH & BUTTERFIELD CO., INC.

                  DESCRIPTION OF SMITH & BUTTERFIELD OFFICE BUILDING

Part of the Southwest Quarter of the Southeast Quarter of the Northeast Quarter
and part of the Southeast Quarter of the Southwest Quarter of the Northeast
Quarter, all in Section Ten (10), Township Six (6) South, Range Ten (10) West,
more particularly described as follows:

Commencing at the Southwest corner of the Southwest Quarter of the southeast
Quarter of the Northeast Quarter of said Section Ten (10), thence South 89
degrees 13 minutes East along the South line of said quarter quarter section a
distance of 140 feet; thence North 0 degrees 47 minutes East a distance of
410.11 feet; thence North 89 degrees 14 minutes 38 seconds West a distance of
Ten and two tenths (10.2) feet to a point in the center line of the North wall
of the metal building occupied by Qualex and the South wall of the building
occupied by Smith & Butterfield; thence continue North 89 degrees 14 minutes 38
seconds West along the centerline of said wall, for 148.25 feet to the Northwest
corner of the Qualex building; thence continue North 89 degrees 14 minutes 38
seconds West for 67.96 feet; thence North 00 degrees 47 minutes East for 9.0
feet; thence North 89 degrees 14 minutes 38 seconds West for 22.0 feet; then
North 00 degrees 47 minutes East for 110.85 feet; thence South 89 degrees 14
minutes 38 seconds East for 333.89 feet; thence South 00 degrees 47 minutes West
for 119.85 feet; thence North 89 degrees 14 minutes 38 seconds West for 95.68
feet to the place of beginning.


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                                      EXHIBIT B

                                     COMMON AREAS

The Butterfield Family Trust, Al H. Harding, Jr., Trustee, u/a dated June 1,
1970, executed by Sidney Butterfield, as Trustor, and Butterfield Family Trust
No. 2, Al H. Harding, Jr., Trustee, u/a dated July 31, 1976, executed by Ruth
Lane Butterfield, as Trustor, and the Ruth B. Thomas Trust, Al H. Harding, Jr.,
Trustee, u/a dated September 29, 1980, executed by Ruth B. Thomas, as Trustor,
own certain real estate and improvements described as follows:

                                     DESCRIPTION

Part of the Southwest Quarter of the Northeast Quarter and part of the southeast
Quarter of the Northeast Quarter of Section Ten (10), Township Six (6) South,
Range Ten (10) West in Vanderburgh County, Indiana, more particularly described
as follows:

Beginning at the Southeast corner of the Southwest Quarter of the Northeast
Quarter of said section in Lynch Road; from said place of beginning thence North
Eighty-nine (89) degrees twelve (12) minutes West, along the South line of said
quarter quarter section, in Lynch Road, for one hundred twenty-four (124.0)
feet; thence North zero (00) degrees six (06) minutes West for six hundred
fifty-nine and twenty-three hundreds (659.23) feet; thence South eighty-nine
(89) degrees, twenty-one (21) minutes, thirty (30) seconds East for five hundred
forty-two and eighteen hundredths (542.18) feet; thence South zero (00) degrees
twenty-five (25) minutes, forty-two (42) seconds West for six hundred sixty and
fifty three hundredths (660.53) feet to a point in Lynch Road on the South line
of the Southeast quarter of the Northeast quarter of Section Ten (10), Township
Six (6) South Range (10) West thence North eighty-nine (89) degrees thirteen
(13) minutes West along the South line of said quarter quarter section in Lynch
Road for four hundred twelve and eight hundredths (412.08) feet to the place of
beginning and containing a gross area of 8.167 acres and a net area of 7.798
acres exclusive of the thirty (30) feet of right-of-way off the South side
thereof for Lynch Road.

The above described real estate is subject to all easements of record.

Butterfield Family Trust No. 2 owns certain structural improvements described in
Exhibit A of the lease with Smith & Butterfield Co., Inc. effective beginning
November 1, 1991. The Butterfield Family Trust and the Ruth B. Thomas Trust own
certain structural improvements described in Exhibit C currently leased to
Qualex, Inc. effective beginning November 1, 1991.

All of the real estate described in this Exhibit B. except for the structural
improvements described in Exhibit A and Exhibit C of this lease shall constitute
the "Common Area" which area is included in this lease and is available for the
Tenant's use as parking, ingress, egress, loading and other vehicular activity
associated with the Tenant's business purposes, subject to the following:

    1.   All easements and rights of way of record affecting the title to the
         leased premises;

    2.   Of the two hundred and forty-two (242) parking spaces available,
         forty-two (42) will be for the use of Tenant and two-hundred (200)
         will be available for the occupants of the improvements leased from
         the Butterfield Family Trust and The Ruth B. Thomas Trust. Seven (7)
         of the above referenced forty-two (42) spaces will be located on the
         southern border, east end of the improvements described in Exhibit A;


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    3.   All costs for maintenance or replacement of the surface of the
         combined parking areas shall be paid for by Tenant at the rate of
         seventeen and thirty-five one hundredths percent (17.35%), and the
         same percentage will apply to other costs associated with the "Common
         Area";

    4.   Notwithstanding 3. above, Tenant will have exclusive use and
         responsibility for maintenance and repair of the loading dock located
         on the southern border, west-end, of its leased improvements. The
         occupant of the improvements leased from the Butterfield Family Trust
         and The Ruth B. Thomas Trust will have like usage and responsibilities
         for the loading dock located on the western border of their leased
         improvements.


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                                      EXHIBIT C

                                 LEGAL DESCRIPTION OF
                               STRUCTURAL IMPROVEMENTS
                                LEASED BY QUALEX, INC.

                            DESCRIPTION OF QUALEX BUILDING

Part of the Southwest Quarter of the Southeast Quarter of the Northeast Quarter
and part of the Southeast Quarter of the Southwest Quarter of the Northeast
Quarter, all in Section Ten (10), Township Six (6) South, Range Ten (10) West,
more particularly described as follows:

Commencing at the Southwest corner of the Southwest Quarter of the Southeast
Quarter of the Northeast Quarter of said Section Ten (10); thence South 89
degrees 13 minutes East along the South line of said quarter quarter section a
distance of 140 feet; thence North 0 degrees 47 minutes East, a distance of
S9.41 feet; thence North 89 degrees, 15 minutes 15 seconds West for 10.2 feet to
the Southeast corner of a metal building; thence North 0 degrees 47 minutes
East, along the East wall of a metal building for 350.7 feet to the center of
the North wall of a metal building; thence North 89 degrees 14 minutes 38
seconds West along the centerline of said wall, for 148.25 feet; thence south 00
degrees 47 minutes West along the West wall of a metal building, for 200.0 feet;
thence North 89 degrees 15 minutes 15 seconds West, along said wall for 2.23
feet; thence South 00 degrees 47 minutes West, along the said West wall, for
150.20 feet to the Southwest corner of the building; thence South 89 degrees 15
minutes 15 seconds West, along the South side of the metal building for the
150.5 feet to the place of beginning.



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