CITY OF SOUTH HUTCHINSON, KANSAS

                                AS ISSUER

                                   AND

                         COLLINS BUS CORPORATION

                                AS TENANT

                       AMENDED AND RESTATED LEASE

                      DATED AS OF NOVEMBER 15, 1997


                                $425,000
                        INDUSTRIAL REVENUE BONDS
                              SERIES 1984A
                       (COLLINS INDUSTRIES, INC.)

                               $3,500,000
                        INDUSTRIAL REVENUE BONDS
                               SERIES 1997
                        (COLLINS BUS CORPORATION)
                                  LEASE

                            TABLE OF CONTENTS

                                                                   Page
                                ARTICLE I

Section 1.1. Definitions                                             1
Section 1.2. Representations and Covenants by Tenant                 1
Section 1.3. Representations and Covenants by Issuer                 4


                               ARTICLE II

Section 2.1. Granting of Leasehold                                    5

                                ARTICLE III

Section 3.1. Basic Rent                                               5
Section 3.2. Presentation of Bonds in Satisfaction of Rent            6
Section 3.3. Additional Rent                                          6
Section 3.4. Rent Payable Without Abatement or Setoff                 6
Section 3.5. Prepayment of Basic Rent                                 6
Section 3.6. Deposit of Rent by Trustee                               6


                               ARTICLE IV

Section 4.1. Disposition of Original Proceeds; Project Fund           7

                                ARTICLE V

Section 5.1. Acquisition of Improvements                              7
Section 5.2. Environmental Matters                                    7
Section 5.3. Project Contracts                                        8
Section 5.4. Payment of Project Costs for Buildings and Improvements  8
Section 5.5. Payment of Project Costs for Machinery and Equipment     8
Section 5.6. Completion of Project Additions                          9
Section 5.7. Deficiency of Project Fund                               9
Section 5.8. Right of Entry by Issuer                                 9
Section 5.9. Machinery and Equipment Purchased by Tenant             10
Section 5.10. Project Property of Issuer                             10
Section 5.1l. Kansas Retailers' Sales Tax                            10


                               ARTICLE VI

Section 6.1. Insurance as a Condition to Disbursement                10
Section 6.2. Insurance After Completion                              11
Section 6.3. General Insurance Provisions                            11
Section 6.4. Evidence of Title                                       12
                                    
                               ARTICLE VII

Section 7.1. Impositions                                             12
Section 7.2. Receipted Statements                                    13
Section 7.3. Issuer May Not Sell                                     13
Section 7.4. Contest of Impositions                                  13
Section 7.5. Ad Valorem Taxes                                        13

                              ARTICLE VIII
                                    
Section 8.1. Use of Project                                          14

                               ARTICLE IX
Section 9.1. Sublease Tenant                                         14
Section 9.2. Assignment by Tenant                                    14
Section 9.3. Release of Tenant                                       15
Section 9.4. Mergers and Consolidations                              15
Section 9.5. Covenant Against Other Assignments                      15

                                ARTICLE X

Section 10.1. Repairs and Maintenance                                15
Section 10.2. Removal, Disposition and Substitution of Machinery or
              Equipment                                              15

                               ARTICLE XI

Section 11.1. Alteration of Project                                  17

                               ARTICLE XII

Section 12.1. Additional Improvements                                17

                              ARTICLE XIII

Section 13.1. Securing of Permits and Authorizations                 18
Section 13.2. Mechanic's Liens                                       18
Section 13.3. Contest of Liens                                       18
Section 13.4. Utilities                                              18

                               ARTICLE XIV

Section 14.1. Indemnity                                              19

                               ARTICLE XV
                                    
Section 15.1. Access to Project                                      19

                               ARTICLE XVI
                                    
Section 16.1. Option to Extend Term                                  19

                               ARTICLE XVII

Section 17.1. Option to Purchase Project                             20
Section 17.2. Quality of Title and Purchase Price                    20
Section 17.3. Closing of Purchase                                    20
Section 17.4. Effect of Failure to Complete Purchase                 21
Section 17.5. Application of Condemnation Awards if Tenant 
              Purchase Project                                       21
Section 17.6. Option to Purchase Unimproved Portions of Land         21
Section 17.7. Quality of Title - Purchase Price                      22
Section 17.8. Closing of Purchase                                    22
Section 17.9. Effect of Purchase on Lease                            22
Section 17.10. Effect of Failure to Complete Project                 22


                              ARTICLE XVIII

Section 18.1. Damage and Destruction                                 23
Section 18.2. Condemnation                                           23
Section 18.3. Effect of Tenants Defaults                             24

                               ARTICLE XlX

Section 19.1. Change of Circumstances; Determination of Taxability   24

                               ARTICLE XX

Section 20.1. Remedies on Default.                                   25
Section 20.2. Survival of Obligations                                26
Section 20.3. No Remedy Exclusive                                    26

                               ARTICLE XXI

Section 21.1. Performance of Tenant's Obligations by Issuer          26

                              ARTICLE XXII

Section 22.1. Surrender of Possession                                27

                              ARTICLE XXIII

Section 23.1. Notices                                                27

                              ARTICLE XXIV

Section 24.1. Net Lease                                              27
Section 24.2. Funds Held by Trustee After Payment of Bonds           27

                               ARTICLE XXV

Section 25.1. Rights and Remedies                                    28
Section 25~2. Waiver of Breach                                       28
Section 25.3. Issuer Shall Not Unreasonably Withhold Consents and
              Approvals                                              28

                              ARTICLE XXVI

Section 26.1. Quiet Enjoyment and Possessin                          28
Section 26.2. Financial Report; Continuing Disclosure                28

                              ARTICLE XXVII

Section 27.1. Investment Tax Credit; Depreciation                    29

                             ARTICLE XXVIII

Section 28.1. Amendments                                             29
Section 28.2. Granting of Easements                                  29
Section 28.3. Security Interests                                     30
Section 28.4. Construction and Enforcement.                          30
Section 28.5. Invalidity of Provisions of Lease                      30
Section 28.6. Covenants Binding on Successors and Assigns            30
Section 28.7. Section Headings                                       30
Section 28.8. Execution of Counterparts                              31



Signatures and Acknowledgments                                       32

                                  LEASE

     THIS  AMENDED  AND  RESTATED LEASE, made and  entered  into  as  of
November  15,  1997. between the City of South Hutchinson,  Kansas  (the
"Issuer"), and Coiling Bus Corporation (the "Tenant").

                               WITNESSETH:

     WHEREAS,  the Issuer is a municipal corporation incorporated  as  a
city  of the third class, duly organized and existing under the laws  of
the State, with full lawful power and authority to enter into this Lease
by and through its governing body; and

     WHEREAS,  the Issuer, in furtherance of the purposes and  pursuant
to  the provisions of the laws of the State, particularly K.S.A. 12-1740
et  seq.,  as  amended  (the "Act"), and in order  to  provide  for  the
economic development and welfare of the City of South Hutchinson, Kansas
and  its  environs  and  to  provide employment  opportunities  for  its
citizens  and  to  promote  the economic stability  of  the  State,  has
proposed and does hereby propose that it shall:

     (a) Acquire the 1997 Improvements (as defined in the Indenture);
     
     (b))  Lease  the  Project including the 1997 Improvements  and  any
Project  Additions  to Tenant for the rentals and  upon  the  terms  and
conditions hereinafter set forth; and

     (c)  Issue, for the purpose of paying Project Costs (as defined  in
the  Indenture), the Series 1997 Bonds under and pursuant to and subject
to  the  provisions of the Act and the Indenture (herein defined),  said
Indenture  being incorporated herein by reference and authorized  by  an
ordinance of the governing body of Issuer; and

     WHEREAS,  Tenant,  pursuant to the foregoing proposals  of  Issuer,
desires  to lease the Project from Issuer for the rentals and  upon  the
terms and conditions hereinafter set forth;

     NOW,  THEREFORE, in consideration of the premises  and  the  mutual
covenants  and agreements herein set forth, Issuer and Tenant do  hereby
covenant and agree as follows:

                                ARTICLE I

     Section  1.1. Definitions. Capitalized terms not otherwise  defined
in  this  Lease shall have the meanings set forth in Appendix B  to  the
Indenture.  In  addition  to the words, terms  and  phrases  defined  in
Appendix B to the Indenture and elsewhere in this Lease, the capitalized
words,  terms  and  phrases as used herein shall have the  meanings  set
forth  in the Glossary of Words and Terms attached as Appendix C, unless
the context or use indicates another or different meaning or intent.

     Section 1.2. Representations and Covenants by Tenant. Tenant  makes
the  following  covenants  and representations  as  the  basis  for  the
undertakings on its part herein contained.
(a) Representations and Covenants Relating to the Code.

     (i)  Tenant  will  not use or cause or allow  any  portion  of  the
Original Proceeds to be used or applied to provide any airplane,  skybox
or  other  private luxury box, health club facility, facility  primarily
used  for gambling, or store the principal business of which is the sale
of  alcoholic beverages for consumption off premises, and  none  of  the
Original Proceeds will be used to provide such facilities.

     (ii)  At  least 95% of the Original Proceeds will be  expended  for
Project  Costs  paid not more than 60 days prior to the Official  Action
Date (unless otherwise permitted under Treas. Reg. 1.150-2).

     (iii)  Tenant will not make or cause or permit to be made,  whether
by  the Trustee or otherwise, any use of the proceeds (as defined in the
Code)  of the Series 1997 Bonds which would cause the Series 1997  Bonds
to  be  "arbitrage bonds" within the meaning of Section 148 of the Code.
Tenant  further covenants and agrees that it will comply with, and  will
take  all action reasonably required to insure that the Trustee complies
with,  all  applicable  requirements of said Section  148  and  Treasury
Regulations  promulgated thereunder until all of  the  Bonds,  including
interest thereon and any applicable redemption premium, have been paid.

     (iv)  The  weighted  average maturity  of  the  Series  1997  Bonds
(determined  in  accordance with Section 147(b) of the Code),  does  not
exceed  120 percent of the average reasonably expected economic life  of
the 1997 Improvements financed (as determined in accordance with Section
147(b)) of the Code) with Original Proceeds.

     (v)  Tenant has reviewed the Issuer's Form 8038 prepared for filing
in connection with the issuance of the Series 1997 Bonds, and represents
that the information set forth therein is tree and accurate.

     (vi)   Tenant  will  file  or  cause  to  be  filed  such  periodic
supplemental statements or notices with the Internal Revenue Service  or
such  other  designated governmental agency as may now or  hereafter  be
required  by applicable statutes or regulations in order to comply  with
Section 144(a)(4) of the Code. Tenant further covenants and agrees  that
it  will not take any action or permit any action to be taken that would
adversely affect the exclusion from gross income for federal income  tax
purposes of the interest on the Series 1997 Bonds.

     (vii)  The  1997 Improvements, and each portion thereof, constitute
either  land  or  property of a character subject to the  allowance  for
depreciation  as required by Section 144(a) of the Code. Not  more  than
25%  of the Original Proceeds will be used to acquire land in accordance
with  Section 147(c) of the Code. All expenditures for and costs of  the
1997 Improvements have been or will be items of Project Costs as defined
herein.

     (viii)  As of the date of issuance of the Series 1997 Bonds,  there
will  not be outstanding any obligations (other than the Existing  Bonds
and the Series 1997 Bonds) the interest  on  which is exempt from Federal
income tax by virtue  of  the provisions of Section 144(a) of the Code
and the proceeds of which  were to  be  used  with  respect  to the
Project or  with  respect  to  other facilities  located  within  the
boundaries  of  Issuer,  or  facilities contiguous  to, or integrated
with, the Project or any such  facilities, and  the principal user
(as defined in the Code) of which is or will be the Tenant or any other
Principal User.

     (ix)  The Tenant will not request or authorize any disbursement  by
the Trustee pursuant to the Lease which would result in less than 95% of
the  net  proceeds  of  the Series 1997 Bonds  (as  defined  in  Section
150(a)(3)  of  the Code), including any income thereon,  being  used  to
provide  land  or property of a character subject to the  allowance  for
depreciation under the Code.

     (x) Tenant will comply with the Arbitrage Instructions (defined  in
the  Indenture)  and will pay to the United States or  the  Trustee  all
arbitrage rebate payments required under Section 148(0 of the  Code,  to
the  extent such amounts are not available to the Trustee in the  Rebate
Fund held under the Indenture.

     (xi)  Tenant  will  not authorize or permit more  than  2%  of  the
Original  Proceeds to be expended for Costs of Issuance,  in  compliance
with Section 147(g) of the Code.

     (xii)  Tenant  will  not authorize or permit  any  portion  of  the
Original  Proceeds to be used to acquire any property (or  any  interest
therein)  unless  the  first use of such property is  pursuant  to  such
acquisition.

     (xiii)  Tenant  did not place any property included  in  the  1997
Improvements  in service more than eighteen months before  the  date  of
issuance of the Series 1997 Bonds.

     (xiv)  The Project, including the 1997 Improvements when completed,
constitutes a "manufacturing facility" within the definition of  Section
144((a)(12))  of  the Code, and the Tenant has no present  intention  of
making   any  substantial  use  of  the  Project  other  than  as   such
"manufacturing facility."

          The  Issuer  and  the  Tenant agree  to  amend  the  covenants
contained in this subsection in such manner as shall be set forth in  an
opinion of Bond Counsel as being necessary to maintain the excludability
from gross income for federal income tax purposes of the interest on the
Bonds, and, for the purpose of implementing such amendments, the special
covenants contained in this Section may be amended at any time, with the
consent  of  the Trustee, by a written agreement executed by the  Issuer
and  the  Tenant pursuant to this subsection without notice  to  or  the
consent of any Bondowners.

     (b) General Representation and Covenants.

     (i)  Tenant  is  a  Kansas  corporation,  duly  organized  and
existing  under the laws of said state, and is duly authorized  and
qualified to do business in the State, with lawful power and authority
to enter into this Lease, acting by and through its duly authorized
officers.

     (ii)  Tenant  shall  (A) maintain and preserve  its  existence  and
organization  as a corporation and its authority to do business  in  the
State and to operate the Project; 03) shall not initiate any proceedings
of any kind whatsoever to dissolve or liquidate without (1) securing the
prior written consent thereto of the Issuer and (2) making provision for
the  payment  in  full of the principal of and interest  and  redemption
premium, if any, on the Bonds.

     (iii)  To Tenant's knowledge, neither the execution and/or delivery
of  this Lease, the consummation of the transactions contemplated hereby
or by the Indenture, nor the fulfillment of or compliance with the terms
and  conditions  of this Lease contravenes in any material  respect  any
provisions  of its articles of incorporation, or bylaws or conflicts  in
any  material respect with or results in a material breach of the terms,
conditions or provisions of any mortgage, debt, agreement, indenture  or
instrument to which the Tenant is a party or by which it is bound, or to
which  it  or  any of its properties is subject, or would  constitute  a
material  default (without regard to any required notice or the  passage
of  any  period of time) under any of the foregoing, or would result  in
the  creation or imposition of any lien, charge or encumbrance upon  any
of the property or assets of the Tenant under the terms of any mortgage,
debt,  agreement, indenture or instrument, or violates in  any  material
respect  any existing law, administrative regulation or court  order  or
consent decree to which the Tenant is subject.

     (iv)  This  Lease constitutes a legal, valid and binding obligation
of the Tenant enforceable in accordance with its terms.

     (v)  The Tenant agrees to operate and will operate the Project,  or
cause  the  Project  to be operated as a "facility,"  as  that  term  is
contemplated  in the Act, from the date of Issuer's acquisition  of  the
Project to the end of the Lease Term.

     (vi)  The  Tenant has obtained or will obtain any and all  permits,
authorizations, licenses and franchises necessary to construct the  1997
Improvements and to enable it to operate and utilize the Project for the
purposes for which it was leased by the Tenant under this Lease.

     (vii)  The  estimated  total cost of the 1997  Improvements  to  be
financed  by  the  Series 1997 Bonds, plus interest on the  Series  1997
Bonds  during  acquisition, construction and installation  of  the  1997
Improvements, and Costs of Issuance of the Series 1997 Bonds,  will  not
be less than the face amount of the Series 1997 Bonds.

     Section 1.3. Representations and Covenants by Issuer. Issuer  makes
the  following  representations  and covenants  as  the  basis  for  the
undertakings on its part herein contained:

          (a)  It  is a municipal corporation incorporated as a city  of
the  third class, duly organized under the constitution and laws of  the
State. Under the provisions of the Act and the Ordinance, the Issuer has
the  power  to  enter into and perform the transactions contemplated  by
this  Lease and the Indenture and to carry out its obligations hereunder
and thereunder.

          (b)  It  will  submit  to  the  Internal  Revenue  Service  in
accordance  with  Section 149 of the Code a completed  Internal  Revenue
Service Form 8038 or other similar form provided by the Internal Revenue
Service with respect to the Series 1997 Bonds.

          (c)  It  has  not,  in  whole or in  part,  assigned,  leased,
hypothecated or otherwise created any other interest in, or disposed of,
or  caused  or  permitted any lien, claim or encumbrance  to  be  placed
against, the Project, except for this Lease, any Permitted Encumbrances,
any  Impositions,  and  the  pledge  of  the  Project  pursuant  to  the
Indenture.

          (d)  Except  as otherwise provided herein or in the Indenture,
it  will  not  during  the  Term, in whole or in  part,  assign,  lease,
hypothecate or otherwise create any other interest in, or dispose of, or
cause  or  permit any lien, claim or encumbrance (other  than  Permitted
Encumbrances) to be placed against, the Project, except this Lease,  any
Impositions and the pledge of the Project pursuant to the Indenture.

          (e)  It has duly authorized the execution and delivery of this
Lease and the Indenture and the issuance, execution and delivery of  the
Series 1997 Bonds.

          (f)  It  has  obtained the consent to and/or approval  of  the
issuance  of  the  Series 1997 Bonds by each municipal  corporation  and
political  subdivision the consent or approval of which is  required  by
the provisions of the Act and the Code.

                               ARTICLE II

     Section 2.1. Granting of Leasehold. Issuer by these presents hereby
rents,  leases and lets unto Tenant and Tenant hereby rents, leases  and
hires from Issuer, for the rentals and upon and subject to the terms and
conditions hereinafter set forth, the Project for the Basic Term.

     Section  2.2.  Amendment and Restatement of  Original  Lease.  This
Lease  is intended to amend and restate the Lease of the Project entered
into as of August 1, 1984 between the Issuer and the Tenant. The parties
acknowledge  that  hereafter  their relationship  with  respect  to  the
Project will be governed by the provisions of this Lease.

                               ARTICLE III

     Section  3.1. Basic Rent. Issuer reserves and Tenant covenants  and
agrees to pay Basic Rent to the Trustee hereinafter and in the Indenture
designated, for the account of Issuer and during
the Basic Term, in immediately available funds, for deposit in the
Principal and Interest Payment Account hereinafter and in the Indenture
established, on each Basic Rent Payment Date.

     Section 3.2. Presentation of Bonds in Satisfaction of Rent. In  the
event Tenant acquires any Outstanding Bonds, it may present the same  to
Issuer for cancellation, and upon such cancellation, Tenant's obligation
to  pay  Basic Rent shall be reduced accordingly, but in no event  shall
Tenant's  obligation to pay Basic Rent be reduced in such a manner  that
the Trustee shall not have on hand in the Principal and Interest Payment
Account,  30  days  prior  to the next succeeding  Payment  Date,  funds
sufficient to pay the maturing principal of; redemption premium, if any,
and  interest on Outstanding Bonds as and when the same shall become due
and payable in accordance with the provisions of the Indenture.

     Section  3.3.  Additional Rent. Within 30  days  after  receipt  of
written notice thereof, Tenant shall pay any Additional Rent required to
be paid pursuant to this Lease.

     Section  3.4.  Rent  Payable Without Abatement  or  Setoff.  Tenant
covenants and agrees with and for the express benefit of Issuer and  the
Bondowners that all payments of Basic Rent and Additional Rent shall  be
made by Tenant as the same become due, and that Tenant shall perform all
of its obligations, covenants and agreements hereunder without notice or
demand and without abatement, deduction, setoff, counterclaim recoupment
or  defense or any right of termination or cancellation arising from any
circumstance whatsoever, whether now existing or hereafter arising,  and
irrespective  of  whether  the Improvements shall  have  been  acquired,
started or completed, or whether Issuer's interest in the Project or any
part  thereof  is  defective or non-existent,  and  notwithstanding  any
failure  of  consideration  or commercial frustration  of  purpose,  the
eviction   or   constructive  eviction  of   Tenant,   any   Change   of
Circumstances, any change in the tax or other laws of the United  States
of  America,  the  State, or any municipal corporation  of  either,  any
change  in  Issuer's legal organization or status,  or  any  default  of
Issuer  hereunder, and regardless of the invalidity  of  any  action  of
Issuer or any other event or condition whatsoever, and regardless of the
invalidity  of any portion of this Lease, and Tenant hereby  waives  the
provisions  of  any  statute or other law now  or  hereafter  in  effect
contrary  to any of its obligations, covenants or agreements under  this
Lease or which releases or purports to release Tenant therefrom. Nothing
in  this Lease shall be construed as a waiver by Tenant of any rights or
claims Tenant may have against Issuer under this Lease or otherwise, but
any  recovery  upon  such rights and claims shall  be  had  from  Issuer
separately,  it  being  the intent of this Lease that  Tenant  shall  be
unconditionally  and absolutely obligated to perform fully  all  of  its
obligations,  agreements and covenants under this Lease  (including  the
obligation to pay Basic Rent and Additional Rent) for the benefit of the
Bondowners.

     Section  3.5.  Prepayment of Basic Rent. Tenant  may  at  any  time
prepay all or any part of the Basic Rent.

     Section 3.6. Deposit of Rent by Trustee. As assignee of the Issuers
rights  hereunder, the Trustee shall deposit, use and apply all payments
of  Basic Rent and Additional Rent in accordance with the provisions  of
this Lease and the Indenture.

                               ARTICLE IV

     Section  4.1. Disposition of Original Proceeds; Project  Fund.  The
Original  Proceeds shall be paid over to the Trustee for the account  of
Issuer.  The Trustee shall pay from such Original P~ into the  Principal
and  Interest  Payment Account the full amount of any  accrued  interest
received  upon  such  sale.  The remainder of  such  proceeds  shall  be
deposited  by the Trustee in the Project Fund to be used and applied  as
provided  in this Lease and the Indenture, except that Costs of Issuance
may   be   paid  from  the  Project  Fund  without  further   order   or
authorization.

                                ARTICLE V

     Section 5.1. Acquisition of Improvements. Tenant shall prior to  or
concurrently with the issuance of the Bonds, deliver to Issuer title  to
the Land described in Schedule/e I and such of the 1997 Improvements  as
are  then  completed,  installed  or  in  progress.  Tenant  shall  also
concurrently  with such conveyance make provisions for the discharge  of
any  liens  or  encumbrances  incurred by  it  in  connection  with  the
construction, installation or development of the 1997 Improvements other
than Permitted Encumbrances.

     Section 5.2. Environmental Matters. Tenant acknowledges that it  is
responsible  for  maintaining  the  Project  in  compliance   with   all
Environmental  Laws.  In  the event that Tenant does  not  expeditiously
proceed  with any compliance action with respect to the Project lawfully
required  by  any  local,  state or federal authority  under  applicable
Environmental Law, Issuer, immediately after notice to Tenant, may elect
(but  may  not  be  required) to undertake such compliance.  Any  moneys
expended   by   Issuer  in  efforts  to  comply  with   any   applicable
Environmental Law (including the cost of hiring consultants, undertaking
sampling and testing, performing any cleanup necessary or useful in  the
compliance  process  and attorneys' fees) shall be due  and  payable  as
Additional Rent hereunder with interest thereon at the average  rate  of
interest  per  annum on the Bonds, plus two (2) percentage points,  from
the  date  such cost is incurred. There shall be unlimited  recourse  to
Tenant to the extent of any liability incurred by Issuer with respect to
any breaches of the provisions of this section.

     Tenant shall and does hereby indemnify the Issuer, the Trustee  and
the  Bondowners  and agrees to defend and hold them  harmless  from  and
against   all  loss,  cost,  damage  and  expense  (including,   without
limitation, reasonable attorneys' fees and associated costs incurred  in
the  investigation,  defense and settlement of  claims)  that  they  may
incur, directly or indirectly, as a result of or in connection with  the
assertion  against  them or any of them of any  claim  relating  to  the
presence  on,  escape  or  removal from the  Project  of  any  hazardous
substance  or  other material regulated by any applicable  Environmental
Law,  or  compliance  with  any applicable  Environmental  Law,  whether
before,  during  or  after  the  term of this  Lease,  including  claims
relating to personal injury or damage to property.

     Tenant  agrees to give immediate written notice to the  Issuer  and
the Trustee of any violation of any Environmental Law of which violation
Tenant has actual knowledge.

     Section  5.3.  Project  Contracts. Prior to the  delivery  of  this
Lease, Tenant may have entered into a contract or contracts with respect
to  the acquisition and/or construction of the 1997 Improvements.  Those
contracts,  and  any such contracts entered into by the  Tenant  or  the
Issuer  alter delivery of this Lease are hereinafter referred to as  the
"Project Contracts." Prior to the delivery hereof, certain work has been
or  may  have been performed on the 1997 Improvements pursuant  to  said
Project  Contracts  or otherwise. Tenant hereby conveys,  transfers  and
assigns  to Issuer all of Tenants interest in the Project Contracts  and
Issuer  hereby  designates Tenant as Issuer's agent for the  purpose  of
executing  and  performing the Project Contracts.  After  the  execution
hereof,  Tenant shall cause the Project Contracts to be fully  performed
by  the  contractor(s), subcontractor(s) and supplier(s)  thereunder  in
accordance  with the terms thereof; and Tenant covenants  to  cause  the
1997  Improvements  to  be  acquired, constructed  and/or  completed  in
accordance  with  the  Project  Contracts.  Tenant  warrants  that   the
construction  and/or acquisition of the 1997 Improvements in  accordance
with  said Project Contracts will result in the 19997 Improvements being
suitable  for  use by Tenant as part of a "manufacturing facility."  Any
and  all amounts received by Issuer, Trustee or Tenant from any  of  the
contractors or other suppliers by way of breach of contract, refunds  or
adjustments shall become a part of and be deposited in the Project Fund.

     Section   5.4.   Payment  of  Project  Costs  for   Buildings   and
Improvements.  Issuer  hereby  agrees to  pay  for  the  acquisition  or
construction of the 1997 Improvements or any repairs or replacements  to
be  made  pursuant to Article XVIII of this Lease, but solely  from  the
Project  Fund, and hereby authorizes and directs the Trustee to pay  for
the  same,  but solely from the Project Fund, from time to  time,  while
Tenant  is  in compliance with the requirements of Section  6.1  hereof,
upon  receipt  by the Trustee of a certificate signed by the  Authorized
Tenant  Representative in the form set forth by Appendix A hereto  which
is  'incorporated  herein by reference. With regard to materials  and/or
labor  furnished  to the Project at the order of Tenant  without  formal
contract,  or  by subcontract with Tenant acting as general  contractor,
which  could form the basis of a statutory mechanic's or subcontractor's
lien, the Trustee may disburse payment therefor upon receipt of releases
or  waivers  of  statutory mechanic's or subcontractor's  liens  by  all
vendors  or  subcontractors receiving payment  or  furnishing  labor  or
materials  as  a subcontractor of the vendor or subcontractor  receiving
payment.

     The  sole  obligation of Issuer under this paragraph  shall  be  to
cause  the  Trustee  to  make such disbursements upon  receipt  of  such
certificates.  The  Trustee may rely fully on any  such  directions  and
shall not be required to make any investigation in connection therewith,
except  that  the Trustee shall investigate requests for  reimbursements
directly  to  the Tenant and shall require such supporting  evidence  as
would be required by a reasonable and prudent trustee.

     Section  5.5. Payment of Project Costs for Machinery and Equipment.
Issuer  hereby  agrees  to  pay  for the  purchase  and  acquisition  of
machinery  and  equipment constituting a part of the 1997  Improvements,
but solely from the Project Fund, from time to time, upon receipt by the
Trustee  of a certificate signed by the Authorized Tenant Representative
in  the  form provided by Appendix A hereto which is incorporated herein
by reference and accompanied by the following specific information:
    (a)  Name of Seller;

    (b)  Name of the manufacturer;

    (c)  A copy of the seller's invoice, purchase order or other like
    document evidencing the purchase by Tenant of such machinery and/or
    equipment;

    (d)  Common descriptive name of machinery or equipment;

    (e)  Manufacturer's or seller's technical description of machinery or
    equipment;

    (f)  Capacity or similar designation;

    (g)  Serial number, if any; and

    (h)  Model number, if any.

The  sole obligation of Issuer under this Section shall be to cause  the
Trustee  to  make such disbursements upon receipt of said  certificates.
The  Trustee  may rely fully on any such certificate and  shall  not  be
required  to make any independent investigation in connection therewith,
except  that  the Trustee shall investigate requests for  reimbursements
directly  to Tenant and shall require such supporting evidence as  would
be  required  by  a  reasonable  and  prudent  trustee.  All  machinery,
equipment  and/or personal property acquired, in whole or in part,  from
funds deposited in the Project Fund pursuant to this section shall be  a
part of the Project.

     Section  5.6.  Completion of Project Additions. Issuer  and  Tenant
each  covenant  and  agree to proceed diligently to  complete  the  1997
Improvements  on or before the Completion Date. Upon completion  of  the
1997   Improvements,   Tenant   shall  cause   the   Authorized   Tenant
Representative  to  deliver a Certificate of  Completion,  in  the  form
substantially as attached hereto as Appendix B, to the Trustee.  In  the
event  funds  remain  on  hand  in the Project  Fund  on  the  date  the
Certificate  of Completion is furnished to Trustee or on the  Completion
Date,  whichever  shall  first  occur, such  remaining  funds  shall  be
transferred by the Trustee to the Principal and Interest Payment Account
on  the  earlier  of  receipt of the Certificate of  Completion  or  the
Completion  Date and shall be applied in accordance with the  provisions
of the Indenture.

     Section 5.7. Deficiency of Project Fund. If the Project Fund  shall
be insufficient to pay fully all Project Costs and to fully complete the
1997 Improvements, lien free (except for Permitted Encumbrances), Tenant
covenants  to  pay  the  full amount of any such  deficiency  by  making
payments  directly to the contractors and to the suppliers of materials,
machinery,  equipment, property and services as the  same  shall  become
due,  and  Tenant shall save Issuer and Trustee whole and harmless  from
any obligation to pay such deficiency.

     Section  5.8. Right of Entry by Issuer. The duly authorized  agents
of  Issuer  shall  have  the  right at  any  reasonable  time  and  upon
reasonable notice to Tenant prior to the completion of the
1997 Improvements to have access to the Project or any part thereof  for
the  purpose of inspecting the acquisition, installation or construction
thereof.

     Section  5.9.  Machinery and Equipment Purchased by Tenant.  If  no
part  of  the  purchase  price  of an item of  machinery,  equipment  or
personal  property  is paid from funds deposited  in  the  Project  Fund
pursuant  to  the  terms  of this Lease, then such  item  of  machinery,
equipment  or  personal  property shall not be  deemed  a  part  of  the
Project.

     Section  5.10.  Project Property of Issuer. All  Improvements,  all
work  and materials on Improvements as such work progresses, any Project
Additions, anything under this Lease which becomes, is deemed to be,  or
constitutes a part of the Project, and the Project as repaired, rebuilt,
rearranged restored or replaced by Tenant under the provisions  of  this
Lease,   except   as  otherwise  specifically  provided  herein,   shall
immediately when erected or installed become the property of Issuer. Any
Improvements  which become a part of the real estate as  fixtures  shall
remain  separate  from Tenant's property unless and until  purchased  by
Tenant from Issuer as provided in this Lease.

     Section 5.11. Kansas Retailers' Sales Tax.

          (a)  The parties have entered into this Lease in contemplation
that, under the existing provisions of K.S.A. 79-3606, subsections ((b))
and  (d)  and other applicable laws, sales of tangible personal property
or  services  purchased  in  connection with construction  of  the  1997
Improvements  are  entitled to exemption from the  tax  imposed  by  the
Kansas  Retailers'  Sales Tax Act The parties agree that  Issuer  shall,
upon  the request of and with Tenant's assistance, promptly obtain  from
the  State  and  furnish to the contractors and suppliers  an  exemption
certificate  for the construction of the Improvements. Tenant  covenants
that  said exemption shall be used only in connection with the  purchase
of  tangible  personal  property or services  becoming  a  part  of  the
Project.

                               ARTICLE VI

     Section  6.1.  Insurance  as  a Condition  to  Disbursement.  As  a
condition  precedent to payment of Costs of Issuance or disbursement  of
funds  from  the  Project  Fund pursuant to  Article  V  hereunder,  the
following policies of insurance shall be in full force and effect:

          (a)   Comprehensive   general  liability  insurance   covering
Tenant's  operations  in  or upon the Project  (including  coverage  for
losses arising from the ownership, maintenance, use or operation of  any
automobile,  track or other vehicle in or upon the Project) under  which
Tenant  shall be named as insured and Issuer and Trustee shall be  named
as  additional insureds, as their interests in the Project shall appear,
in  an amount not less than the then maximum liability of a governmental
entity for claims arising out of a single occurrence as provided by  the
Kansas  tort claims act or other similar future law (currently  $500,000
per  occurrence); which policy shall provide that such insurance may not
be  canceled  by  the issuer thereof without at least 30  days'  advance
written  notice  to  Issuer, Tenant and Trustee, such  insurance  to  be
maintained throughout the life of this Lease; and

          (b) Statutory workers' compensation insurance; and

          (c)  With  regard to new building Improvements constituting  a
part  of  the  Project Additions, insurance insuring  such  Improvements
while  under  construction against fire, lightning and all  other  risks
covered by the broadest form extended coverage endorsement then and from
time  to  time  thereafter in use in the State to their  Full  Insurable
Value of such Improvements. Such insurance coverage shall name Tenant as
insured and Issuer and the Trustee as named additional insureds and loss
payees,  as  their  respective interests appear, and  all  Net  Proceeds
received under such policy or policies by Issuer or Tenant shall be paid
over to the Trustee and be applied as set forth in Article XVIII hereof;
and

          (d)  With  regard to new building Improvements constituting  a
part  of  the  Project Additions and constructed by general  contractors
other than Tenant, performance and labor and material payment bonds  and
statutory  bonds (with sureties approved by the Issuer) with respect  to
applicable  Project Contracts and in the full amount of such  Contracts.
Said  bonds  shall name Issuer, Tenant and the Trustee as obligees.  All
payments received by Issuer, Tenant and/or the Trustee under said  bonds
shall become a part of and be deposited in the Project Fund. In lieu  of
furnishing the payment, performance and statutory bonds required by this
paragraph,  with the consent of the Issuer and the Trustee,  which  will
not  be unreasonably withheld, Original Proceeds may be disbursed to pay
Project  Costs  upon  receipt by the Trustee  of  waivers  of  statutory
mechanic's  and  materialmen's liens signed by the  contractor  and  all
vendors  and  subcontractors being paid from such disbursement,  in  the
manner  and  to  the extent required by Section 5.4 of  this  Lease  for
disbursements made for materials or labor furnished to the Project  site
by direct contract with the Tenant.

     Section 6.2. Insurance After Completion. Tenant shall and covenants
and  agrees that it will, prior to or simultaneously with the expiration
of  the  insurance provided for in the preceding section and  throughout
the  Basic  Term  at  its sole cost and expense, keep  the  Improvements
continuously insured against loss or damage by fire, lightning  and  all
other  risks  covered by the broadest form extended  coverage  insurance
endorsement  then  in use in the State in an amount equal  to  the  Full
Insurable Value thereof in such insurance company or companies as it may
select  and  shall  at  all times maintain general accident  and  public
liability insurance required pursuant to Section 6.1 (a).

      Section 6.3. General Insurance Provisions.

          (a) Prior to the expiration dates of the expiring policies, or
within 30 days of renewal, certificates of the policies provided for  in
this  Article shall be delivered by Tenant to Trustee. All  policies  of
such insurance and all renewals thereof shall name Tenant as insured and
Issuer  and the Trustee as additional named insureds and loss payees  as
their  respective interests may appear, shall contain a  provision  that
such  insurance  may  not be canceled or amended by the  issuer  thereof
without at least thirty (30) days' written notice to Issuer, Tenant  and
the  Trustee and shall be payable to the Issuer, Tenant and  Trustee  as
their  respective interests appear. Issuer and Tenant each hereby  agree
to  do anything necessary, be it the endorsement of checks or otherwise,
to  cause  any such payment to be made to the Trustee, as long  as  such
payment is required by this Lease to be made to the Trustee. Any charges
made by the Trustee for its services shall be paid by Tenant.

          (b) Each policy of insurance hereinabove referred to shall  be
issued by an insurance company qualified under the laws of the State  to
assume the risks covered therein, except that Tenant may be serf-insured
as to any required insurance coverages under a program of self-insurance
approved  by  the  State Commissioner of Insurance or  other  applicable
State regulatory authority.

          (c)   Certificates  of  insurance  evidencing  the   insurance
coverages  herein required shall be filed with the Trustee  continuously
during the term of this Lease.

          (d)  Each policy of insurance hereinabove referred to  may  be
subject to a reasonable deductible or self-insured retention.

          (e)  Each  policy of insurance required herein may be provided
through blanket policies maintained by Tenant.

          (f)  Anything  in  this Lease to the contrary notwithstanding,
Tenant  shall be liable to Issuer and Trustee pursuant to the provisions
of this Lease or otherwise, as to any loss or damage which may have been
occasioned   by  the  negligence  of  Tenant,  its  agents,   licensees,
contractors, invitees or employees.

     Section  6.4.  Evidence of Title. Tenant shall  furnish,  from  the
Project  Fund  or  from Tenant's own funds, a policy  of  owner's  title
insurance,  insuring Issuer's fee simple title to the Land,  subject  to
Permitted  Encumbrances, in an amount equal to $  the Tenant  elects  to
furnish the title insurance policy issued concurrently with the issuance
of  the  Existing Bonds and covering the Original Project,  then  Tenant
will  also furnish an endorsement to the original policy or other  title
evidence  acceptable  to the Issuer and the Original  purchaser  showing
status  of rifle to the Land at the date of issuance of the Series  1997
Bonds.  Issuer  and  Tenant agree that any and  all  proceeds  therefrom
during  the  Basic  Term (a) if received before the  completion  of  the
building  Improvements  shall be paid into and  become  a  part  of  the
Project  Fund,  (b)  if  received thereafter but before  the  Bonds  and
interest thereon have been paid in full, shall be paid into and become a
part  of the Principal and Interest Payment Account, and (c) if received
after  the  Bonds  and interest thereon have been paid  in  full,  shall
belong and be paid to Tenant.

                               ARTICLE VII

     Section  7.1.  Impositions. Tenant shall, during the Term  of  this
Lease, bear, pay and discharge, before the delinquency thereof, any  and
all  Impositions. In the event any Impositions may be lawfully  paid  in
installments,  Tenant  shall be required to pay only  such  installments
thereof as become due and payable during the life of this Lease  as  and
when the same become due and payable.

     Section  7.2.  Receipted Statements. Unless  Tenant  exercises  its
right  to contest any Impositions in accordance with Section 7.4 hereof,
Tenant  shall,  within 30 days after the last day for  payment,  without
penalty or interest, of an Imposition which Tenant is required to  bear,
pay and discharge the same pursuant to the terms hereof, and deliver  to
Issuer  a  photostatic  or other suitable copy of the  statement  issued
therefor duly receipted to show the payment thereof.

     Section  7.3.  Issuer  May Not Sell. Issuer covenants  that  except
pursuant to Article XX hereof after an Event of Default has occured  and
is continuing, without Tenant's written consent, unless required by law,
it  will  not  sell  or  otherwise part with or encumber  its  ownership
interest in the Project at any time during the Term of this Lease.

     Section  7.4. Contest of Impositions. Tenant shall have the  right,
in  its  own or Issuer's name or both, to contest the validity or amount
of  any Imposition by appropriate legal proceedings instituted at  least
10  days before the Imposition complained of becomes delinquent if,  and
provided,  Tenant  (i) before instituting any such contest,  shall  give
Issuer  and  Trustee written notice of its intention to do  so  and,  if
requested in writing by Issuer, shall deposit with the Trustee a  surety
bond  of  a surety company acceptable to Issuer as surety, in  favor  of
Issuer,  or  cash, in a sum of at least the amount of the Imposition  so
contested,  assuring the payment of such contested Impositions  together
with  all interest and penalties to accrue thereon and court costs,  and
(ii) diligently prosecutes any such contest and at all times effectively
stays  or  prevents  any  official  or  judicial  sale  therefor,  under
execution  or  otherwise,  and (iii) promptly pays  any  final  judgment
enforcing  the Imposition so contested and thereafter promptly  procures
record  release or satisfaction thereof. Tenant shall hold Issuer  whole
and harmless from any costs and expenses Issuer may incur related to any
such contest due to the Issuer's ownership of the Project.

     Section  7.5. Ad Valorem Taxes. The parties acknowledge that  under
the  existing  provisions  of  K.S.A.  79-201a,  as  amended,  the  1997
Improvements acquired, constructed or purchased with the proceeds of the
Bonds (except such property used for certain retail uses) is entitled to
exemption from ad valorem taxation for a period up to 10 calendar  years
after  the  calendar  year in which the Bonds are issued,  provided  the
Issuer   has  complied  with  certain  notice,  hearing  and  procedural
requirements established by law, and proper application has  been  made.
Issuer  will, at Tenant's request, with information furnished by  Tenant
and  Trustee,  make all necessary filings regarding the application  for
such  ad valorem tax exemption on or before March 1 in the calendar year
following  the  calendar year in which the Bonds were issued,  and  will
renew  said application from time to time and take any other  action  as
may be necessary to maintain such ad valorem tax exemption in full force
and  effect, in accordance with K.S.A. 79-201a, 79-210 et seq.  and  the
requirements of the State Board of Tax Appeals. If it becomes  necessary
to litigate the issue of availability or applicability of the ad valorem
tax  exemption, Issuer will cooperate fully with Tenant in pursuing such
litigation, but all litigation costs and reasonable attorney  fees  must
be paid by Tenant, either directly or as Additional Rent.

                              ARTICLE VIII

     Section  8.1.  Use  of Project. Subject to the provisions  of  this
Lease,  Tenant shall have the right to use the Project for any  and  all
purposes  allowed  by  law and contemplated by the constitution  of  the
State  and the Act, as long as they are consistent with Code limitations
on use of property purchased with Original Proceeds. Tenant shall comply
in  all  material respects with all statutes, laws, ordinances,  orders,
judgments,  decrees,  regulations, directions and  requirements  of  all
federal, state, local and other governments or governmental authorities,
now  or  hereafter applicable to the Project or to any adjoining  public
ways,  as  to  the manner of use or the condition of the Project  or  of
adjoining   public  ways.  Tenant  shall  comply  with   the   mandatory
requirements, roles and regulations of all insurers under  the  policies
required to be carried under the provisions of this Lease. Tenant  shall
pay  all costs, expenses, claims, fines, penalties and damages that  may
in any manner arise out of, or be imposed as a result of, the failure of
Tenant to comply with the provisions of this Article.

                               ARTICLE IX

     Section 9.1. Sublease by Tenant. Tenant may sublease the Project to
a  single party or entity, with the prior written consent of Issuer.  In
the  event  of any such subleasing, Tenant shah remain fully liable  for
the  performance of its duties and obligations hereunder,  and  no  such
subleasing and no dealings or transactions between Issuer or the Trustee
and  any  such subtenant shall relieve Tenant of any of its  duties  and
obligations hereunder.

Any such subleases shall include the following provisions:

          (1)  No  subtenant shall be permitted to use more than 10%  of
the  Project or any part thereof, without the prior written  consent  of
Tenant  and  the Trustee and an approving opinion of Bond  Counsel,  for
retail  food and beverage service, automobile sales or service,  or  the
provision of recreation or entertainment;

          (2)  No subtenant shall be permitted to use any portion of the
Project for any private or commercial golf course, country club, massage
parlor,   tennis  club,  skating  facility  (including  roller  skating,
skateboard  and  ice  skating), racquet sports facility  (including  any
handball  or  racquetball  court), hot tub  facility,  suntan  facility,
racetrack, airplane, skybox or other private luxury box, any health club
facility,  any  facility primarily used for gambling, or any  store  the
principal  business  of  which is the sale of  alcoholic  beverages  for
consumption off premises; and

          (3)   Any   subtenant  shall  use  the  Project  only   as   a
"manufacturing facility" within the definition of Section 144(a)(12)  of
the  Code, unless the written opinion of Bond Counsel is obtained to the
effect that the proposed use of the Project will not constitute an Event
of Taxability.

     Any such sublease shall be subject and subordinate in all respects
     to the provisions of this
Lease.

     Section  9.2. Assignment by Tenant. Tenant may assign its  interest
in  this Lease with the prior written consent of Issuer. In the event of
any such assignment, Tenant shall remain fully liable  for  the 
performance of its duties and  obligations  hereunder, except to the
extent hereinafter provided, and no such assignment and no dealings  or 
transactions between Issuer or the Trustee  and  any  such assignee  shall
relieve  Tenant of any of its  duties  and  obligations hereunder, except
as may be otherwise provided in the following section.

     Section  9.3.  Release  of  Tenant.  If,  in  connection  with   an
assignment  by Tenant of its interest in this Lease, (1) the Issuer  and
the Owners of at least seventy-five percent (75%) in aggregate principal
amount  of all Outstanding Bonds (including the Existing Bonds  and  any
Additional Bonds) shall file with the Trustee and the Original Purchaser
their  prior  written consent to such assignment, and (2)  the  proposed
assignee  shall  expressly  assume and  agree  to  perform  all  of  the
obligations  of  Tenant  under this Lease; then Tenant  shall  be  fully
released from all obligations accruing hereunder after the date of  such
assignment.

     Section  9.4.  Mergers  and  Consolidations.  Notwithstanding   the
provisions  of  Sections 9.2 and 9.3 above, if Tenant  shall  assign  or
transfer, by operation of law or otherwise, its interests in this  Lease
in  connection  with a transaction involving the merger or consolidation
of  Tenant with or into, or a sale, lease or other disposition of all or
substantially  all of the property of Tenant as an entirety  to  another
person,  association, corporation or other entity, and (1) Issuer  shall
file  with  the  Trustee its prior written consent to  such  assignment,
transfer  or merger, (2) the proposed assignee, transferee or  surviving
corporation  shall  expressly assume and agree to  perform  all  of  the
obligations  of Tenant under this Lease and the Guaranty Agreement  with
regard to the Bonds, and (3) Tenant shall furnish the Trustee and Issuer
with  evidence  in the form of financial statements accompanied  by  the
certificate of an independent certified public accountant of  recognized
standing  establishing  that the net worth of  such  proposed  assignee,
transferee   or   surviving  corporation  immediately   following   such
assignment, transfer or merger will be at least equal to the  net  worth
of  Tenant  as  shown by the most recent financial statement  of  Tenant
furnished  to  Trustee pursuant to this Lease; then and  in  such  event
Tenant  shall be fully released from all obligations accruing  hereunder
after the date of such assignment, transfer or merger.

     Section  9.5. Covenant Against Other Assignments. Tenant  will  not
assign  or  in any manner transfer its interests under this  Lease,  nor
will  it  suffer or permit any assignment thereof by operation  of  law,
except  in  accordance with the limitations, conditions and requirements
herein set forth.

                                ARTICLE X

     Section 10.1. Repairs and Maintenance. Tenant covenants and  agrees
that  it  will, during the Term of this Lease, at its own expense,  keep
and  maintain  the Project and all parts thereof in good  condition  and
repair,  including  but  not limited to the  furnishing  of  all  parts,
mechanisms  and  devices required to keep the machinery,  equipment  and
personal  property constituting a part of the Project in good mechanical
and working order.

     Section 10.2. Removal, Disposition and Substitution of Machinery or
Equipment. Tenant shall have the right, provided Tenant is not in
default in the payment of Basic Rent and Additional Rent, to remove and
sell or otherwise dispose of any machinery or equipment which constitutes
a part of the Project and is no longer used by Tenant or, in the opinion
of Tenant, are no longer useful to Tenant in its operations (whether by
reason of changed processes, changed techniques, obsolescence, depreciation
or otherwise), subject, however, to the following conditions:

          (1)  With respect only to such items of machinery or equipment
that originally cost $100,000 or more, to the following:

     (a)  Prior  to any such removal, Tenant shall prepare a certificate
signed by the Authorized Tenant Representative (i) containing a complete
description, including the make, model and serial numbers,  if  any,  of
any machinery and equipment constituting a part of the Project which  it
proposes  to  remove,  (ii) staling the reason for such  removal,  (iii)
staling what disposition, if any, of the machinery or equipment is to be
made  by Tenant after such removal and the names of the party or parties
to  whom  such  disposition is to be made and any  consideration  to  be
received by Tenant therefor, if any, and (iv) setting forth the original
cost of such machinery or equipment.

     (b) Prior to any such removal, Tenant shall furnish the certificate
to  the Trustee and pay any consideration received for such machinery or
equipment  as  set  forth in said certificate to  the  Trustee  and  the
Trustee  shall deposit such amount in the Principal and Interest Payment
Account.  Any  money  deposited in the Principal  and  Interest  Payment
Account  pursuant  to this Section shall be used to  redeem  Outstanding
Bonds at their earliest optional redemption date.

     (c)  Tenant  may  remove any machinery or equipment constituting  a
part   of   the  Project  without  complying  with  the  provisions   of
subparagraph  (b) above; provided, however, that Tenant  shall  promptly
replace  any  such machinery or equipment so removed with  machinery  or
equipment  of the same or a different kind but which performs  the  same
function as the machinery or equipment so removed, and the machinery  or
equipment  so acquired by Tenant to replace such machinery or  equipment
thereafter shall be deemed a part of the Project. Tenant shall  maintain
accurate  records of such replacements and upon request shall prepare  a
certificate  of  the Authorized Tenant Representative  setting  forth  a
complete description, including make, model and serial numbers, if  any,
of  the machinery or equipment which Tenant has acquired to replace  the
machinery  or  equipment so removed by Tenant, stating the cost  thereof
and the respective acquisition dates.

          (2)  With respect to such items of machinery or equipment that
originally cost less than $100,000, Tenant shall deliver to the  Trustee
a  certificate  setting  forth the facts provided  for  in  subparagraph
(1)(a)  above. In no event shall Tenant pursuant to this Subsection  (2)
remove items of machinery or equipment having an aggregate original cost
of more than $350,000.

     All  machinery or equipment constituting a part of the Project  and
removed  by  Tenant pursuant to this Section shall become  the  absolute
property  of Tenant and may be sold or otherwise disposed of  by  Tenant
subject to the certification requirements of this Section. In all cases,
Tenant  shall  pay  all the costs and expenses of any such  removal  and
shall immediately repair at its expense all  damage  to  the Project
mused thereby. Tenant's rights  under  this Article  to  remove machinery
or equipment constituting a  part  of  the Project  is  intended  only
to permit Tenant to  maintain  an  efficient operation  by  the  removal
of such machinery and  equipment  no  longer suitable  to  Tenant's  use
for any of the reasons  set  forth  in  this Section and such right is not
to be construed to permit a removal  under any  other  circumstances  and
shall not  be  construed  to  permit  the wholesale removal of such
machinery or equipment by Tenant.

                               ARTICLE XI

     Section  11.1.  Alteration of Project. Tenant  shall  have  and  is
hereby  given  the  right, at its sole cost and expense,  to  make  such
changes and alterations in and to any part of the Project as Tenant from
time  to  time  may deem necessary or advisable without consent  of  the
Issuer  or  the Trustee; provided, however, Tenant shall  not  make  any
major  change or alteration which will materially adversely  affect  the
intended use or structural strength of any part of the Improvements. All
changes and alterations made by Tenant pursuant to the authority of this
Article  shall  (a)  be  made  in a workmanlike  manner  and  in  strict
compliance  with  all laws and ordinances applicable thereto,  (b)  when
commenced, be prosecuted to completion with due diligence, and (c)  when
completed,  shall  be deemed a part of the Project;  provided,  however,
that  additions  of  machinery, equipment and/or  personal  property  of
Tenant,  not  purchased  or  acquired from  p~  of  the  Bonds  and  not
constituting a part of the Project shall remain the separate property of
Tenant  and  may  be  removed by Tenant at any time;  provided  further,
however,  that all such additional machinery, equipment and/or  personal
property  which  remains in the Project alter the  termination  of  this
Lease  for any cause other than the purchase of the Project pursuant  to
Article  XVII  hereof shall, upon and in the event of such  termination,
become the separate and absolute property of Issuer.

                               ARTICLE XII

     Section  12.1. Additional Improvements. Tenant shall  have  and  is
hereby  given  the right, at its sole cost and expense, to construct  on
the  Land  or within areas occupied by the Improvements, or in  airspace
above  the Project, such additional buildings and improvements as Tenant
from  time  to  time  may  deem necessary or advisable.  All  additional
buildings  and  improvements  constructed  by  Tenant  pursuant  to  the
authority of this Article shall, during the Term, remain the property of
Tenant  and may be added to, altered or razed and removed by  Tenant  at
any time during the Term hereof. Tenant covenants and agrees (a) to make
any  repairs  and  restorations required to repair  any  damage  to  the
Project  because  of  the construction of, addition  to,  alteration  or
removal  of, said additional buildings or improvements, (b) to keep  and
maintain  said  additional buildings and improvements in good  condition
and  repair,  ordinary wear and tear excepted, and (c) to  promptly  and
with  due  diligence either raze and remove from the Land,  in  a  good,
workmanlike  manner,  or  repair,  replace  or  restore  such  of   said
additional buildings or improvements as may from time to time be damaged
by  fire  or  other casualty, and (d) that all additional buildings  and
improvements constructed by Tenant pursuant to this Article which remain
in  place  after the termination of this Lease for any cause other  than
the purchase of the Project pursuant  to  Article XVII hereof shall, upon
and in the event  of  such termination,  become  the  separate and  absolute
property  of  Issuer; provided,  however, Tenant shall have the fight,
prior to or  within  60 days  after the termination of this Lease, to
remove from or  about  the Project  the  buildings,, improvements,
machinery,  equipment,  personal property,  furniture  and trade fixtures
which  Tenant  owns  under  the provisions of this Lease and are not a
part of the Project.
                    
                                ARTICLE XIII

     Section 13.1. Securing of Permits and Authorizations. Tenant  shall
not  do  or  permit others under its control to do any  work  in  or  in
connection  with  the  Project or related  to  any  repair,  rebuilding,
restoration, replacement, alteration of or addition to the  Project,  or
any  part thereof, unless all requisite municipal and other governmental
permits and authorizations shall have first been procured and paid  for.
All  such  work  shall be done in a good and workmanlike manner  and  in
compliance  with  all  applicable  building,  zoning  and  other   laws,
ordinances, governmental regulations and requirements and in  accordance
with  the requirements, rules and regulations of all insurers under  the
policies required to be carded under the provisions of this Lease.

     Section  13.2.  Mechanic's Liens. Tenant shall  not  do  or  suffer
anything  to  be done whereby the Project, or any part thereof,  may  be
encumbered by any mechanic's or other similar lien and if, whenever  and
so  often  as any mechanic's or other similar lien is filed against  the
Project, or any part thereof, Tenant shall discharge the same of  record
within  30  days after the date of filing. Notice is hereby  given  that
Issuer does not authorize or consent to and shall not be liable for  any
labor or materials furnished to Tenant or anyone claiming by, through or
under  Tenant upon credit, and that no mechanic's or similar  liens  for
any  such  labor, services or materials shall attach to  or  affect  the
estate of Issuer in and to the Project, or any part thereof.

     Section 13.3. Contest of Liens. Tenant, notwithstanding the  above,
shall  have  the right to contest any such mechanic's or  other  similar
lien  if  within said 30-day period stated above it (I) notifies  Issuer
and  Trustee  in writing of its intention so to do, and if requested  by
Issuer,  deposits  with the Trustee a surety bond  issued  by  a  surety
company  acceptable to Issuer as surety, in favor of Issuer or cash,  in
the  amount  of the lien claim so contested, indemnifying and protecting
Issuer from and against any liability, loss, damage, cost and expense of
whatever kind or nature growing out of or in any way connected with said
asserted  lien  and the contest thereof, and (ii) diligently  prosecutes
such  contest,  at  all  times effectively  staying  or  preventing  any
official or judicial sale of the Project or any part thereof or interest
therein,  under  execution  or otherwise, and  (iii)  promptly  pays  or
otherwise  satisfies  any  final judgment adjudging  or  enforcing  such
contested lien claim and thereafter promptly procures record release  or
satisfaction thereof.

     Section 13.4. Utilities. All utilities and utility services used by
Tenant in, on or about the Project shall be contracted for by Tenant  in
Tenant's  own  name  and  Tenant shall, at its sole  cost  and  expense,
procure  any  and all permits, licenses or authorizations  necessary  in
connection therewith.

                               ARTICLE XIV
     Section  14.1.  Indemnity. Tenant shall and  hereby  covenants  and
agrees  to  indemnify, protect, defend and save Issuer and  the  Trustee
harmless  from and against any and all claims, demands, liabilities  and
costs,  including attorneys' fees, arising from damage or injury, actual
or  claimed,  of whatsoever kind or character, to property  or  persons,
occurring or allegedly occurring in, on or about the Project during  the
Term  hereof, and upon timely written notice from Issuer or the Trustee,
Tenant  shall defend Issuer and the Trustee in any action or  proceeding
brought  thereon;  provided, however, that  nothing  contained  in  this
Section  shall be construed as requiring Tenant to indemnify  Issuer  or
the Trustee for any claim resulting from any willful or malicious act or
omission  of  Issuer  or  the Trustee, or their  respective  agents  and
employees. The Tenant also covenants and agrees, at its expense, to  pay
and  to  indemnify  the Issuer and Trustee from and against  all  costs,
expenses  and charges, including reasonable counsel fees (to the  extent
permitted by law), incurred in obtaining possession of the Project after
default of the Tenant, or in enforcing any covenant or agreement of  the
Tenant contained in this Lease, the Indenture or the Guaranty.

                               ARTICLE XV

     Section  15.1. Access to Project. Issuer, for itself and  its  duly
authorized  representatives and agents, including Trustee, reserves  the
right to enter the Project at all reasonable times during usual business
hours  throughout the Term, upon reasonable notice, for the  purpose  of
(a)  examining and inspecting the same, (b) performing such work as  may
be  made  necessary  by  reason of Tenant's default  under  any  of  the
provisions  of  this  Lease,  and (c)  while  an  Event  of  Default  is
continuing  hereunder,  for  the purpose of exhibiting  the  Project  to
prospective  purchasers or lessees. Issuer may, during the  progress  of
said  work  mentioned in (b) above, keep and store on  the  Project  all
necessary materials, supplies and equipment and shall not be liable  for
inconvenience,  annoyances, disturbances,  loss  of  business  or  other
damage  suffered by reason of the performance of any such  work  or  the
storage of such materials, supplies and equipment.

                               ARTICLE XVI

     Section  16.1. Option to Extend Term. Tenant shall have the  option
to  extend the Basic Term of this Lease for the Additional Term provided
that  (a)  Tenant shall give Issuer written notice of its  intention  to
exercise  each  such option at least 30 days prior to the expiration  of
the Basic Term and (b) Tenant is not in default hereunder in the payment
of Basic Rent or Additional Rent at the time it gives Issuer such notice
or  at  the  time  the Additional Term commences. In  the  event  Tenant
exercises  such option, the terms, covenants, conditions and  provisions
set  forth  in this Lease shall be in full force and effect and  binding
upon  Issuer and Tenant during the Additional Term except that the Basic
Rent  during any extended term herein provided for shall be the  sum  of
$100.00  per year, payable in advance on the first Business Day of  such
Additional Term.

                              ARTICLE XVII
     Section 17.1. Option to Purchase Project. Subject to the provisions
of this Article, Tenant shall have the option to purchase the Project at
any  time  during  the Term hereof and for 120 days  thereafter.  Tenant
shall  exercise its option by giving Issuer written notice  of  Tenant's
election to exercise its option and specifying the date, time and  place
of  closing,  which date (the "Closing Date") shall neither  be  earlier
than  30 days nor later than 180 days after the notice is given.  Tenant
may not, however, exercise such option if Tenant is in Default hereunder
on  the  Closing Date unless all Defaults are cured upon payment of  the
purchase price specified in Section 17.2.

     Section  17.2. Quality of Title and Purchase Price. If said  notice
of  election to purchase is given, Issuer shall sell and convey  all  of
its  interests  in the Project to Tenant on the Closing  Date  free  and
clear  of  all liens and encumbrances except (a) Permitted Encumbrances,
(b) those to which title was subject on the date of conveyance to Issuer
of  the  Land,  or  to which title became subject with Tenant's  written
consent, or which resulted from any failure of Tenant to perform any  of
its   covenants  or  obligations  under  this  Lease,  (c)   taxes   and
assessments,  general and special, if any, and (d)  the  fights  of  any
party having condemned or who is attempting to condemn title to, or  the
use for a limited period of, all or any part of the Project, for a price
determined as follows (which Tenant agrees to pay in cash at the time of
delivery of Issuer's deed or other instrument or instruments of transfer
of the Project to Tenant as hereinafter provided):

          (i)  The  full amount which is required to provide Issuer  and
the Trustee with funds sufficient, in accordance with the provisions  of
the  Indenture, to pay at maturity or to redeem and pay in full (A)  the
principal of all of the Outstanding Bonds, (B) all interest due  thereon
to  date of maturity or redemption, whichever first occurs, and (C)  all
costs,  expenses and premiums incident to the redemption and payment  of
said Bonds in full, plus

          (ii) $100.00.

Nothing in this Article shall release or discharge Tenant from its  duty
or  obligation  under this Lease to make any payment of  Basic  Rent  or
Additional  Rent  which, in accordance with the  terms  of  this  Lease,
becomes  due  and  payable prior to the Closing Date, or  its  duty  and
obligation  to  fully perform and observe all covenants  and  conditions
herein  stated  to  be  performed and observed by Tenant  prior  to  the
Closing Date.

     Section 17.3. Closing of Purchase. On the Closing Date Issuer shall
deliver  to  Tenant  its special warranty deed and/or other  appropriate
instrument or instruments of conveyance or assignment, properly executed
and  conveying  the Project to Tenant free and clear of  all  liens  and
encumbrances  except  as set forth in the preceding  section  above,  or
conveying  such  other  title to the Project as  may  be  acceptable  to
Tenant, and Tenant shall pay the full purchase price for the Project  as
follows: (a) the amount specified in clause (I) of Section 17.2 shall be
paid  to  the Trustee for deposit in the Principal and Interest  Payment
Account  to  be used to pay or redeem Bonds and the interest thereon  as
provided  in the Indenture, and (b) the amount specified in clause  (ii)
of said Section 17.2 shall be paid to Issuer; provided, however, nothing
herein  shall  require Issuer to deliver its appropriate  instrument  or
instruments of assignment or conveyance to Tenant until after all duties
and  obligations of Tenant under this Lease to the date of such delivery
have been fully performed and satisfied. Upon the delivery to Tenant  of
Issuer's appropriate instrument or instruments of assignment or
conveyance and payment of the purchase price by Tenant, this Lease
shall ipso facto terminate, subject to the provisions of Section 20.2 hereof.

     Section  17.4. Effect of Failure to Complete Purchase. If, for  any
reason,  the purchase of the Project by Tenant pursuant to valid  notice
of  election to purchase is not effected on the Closing Date, this Lease
shall be and remain in full force and effect according to its terms  the
same  as though no notice of election to purchase had been given, except
that if such purchase is not effected on the Closing Date because Issuer
does not have or is unable to convey to Tenant such rifle to the Project
as  Tenant is required to accept, the Issuer shall use its best  efforts
to  cure  any such defect in its title to the Project. In the event  the
Issuer is unable to cure such defect in its title to the Project, or  if
Issuer's  failure  to  close  would  be  a  breach  of  its  obligations
hereunder,  Tenant shall have the right to cancel this  Lease  forthwith
if,  but  only  if, the principal of and interest on the Bonds  and  all
costs incident to the redemption and payment of the Bonds have been paid
in  full.  Tenant  shall also have the right to exercise  any  legal  or
equitable  remedies, in its own name or in the name of  the  Issuer,  to
obtain acceptable title to the Project.

     Section   17.5.  Application  of  Condemnation  Awards  if   Tenant
Purchases  Project.  The  right of Tenant  to  exercise  its  option  to
purchase  the Project under the provisions of this Article shall  remain
unimpaired notwithstanding any condemnation of title to, or the use  for
a  limited  period of, all or any part of the Project. If  Tenant  shall
exercise its said option and pay the purchase price as provided in  this
Article,  all  of the condemnation awards received by Issuer  after  the
payment  of  said  purchase price, less all attorneys'  fees  and  other
expenses  and  costs incurred by Issuer as the owner of the  Project  in
connection with such condemnation, shall belong and be paid to Tenant.

     Section  17.6.  Option  to Purchase Unimproved  Portions  of  Land.
Tenant  shall have the option to purchase at any time and from  time  to
time  during the Term any vacant part or vacant parts of the  unimproved
Land constituting a part of the Project; provided, however, Tenant shall
furnish  Issuer  and Trustee with a certificate of an Authorized  Tenant
Representative, dated not more than thirty (30) days prior to  the  date
of  the  purchase  and stating that, in the opinion  of  the  Authorized
Tenant  Representative, (a) the portion of said  Land  with  respect  to
which  the  option is exercised is not needed for the operation  of  the
Project  for  the purposes herein stated and (b) the purchase  will  not
impair  the usefulness or operating efficiency or materially impair  the
value of the Project and will not destroy or materially impair the means
of  ingress  thereto  and egress therefrom. Tenant shall  exercise  this
option  by giving Issuer and Trustee written notice of Tenant's election
to  exercise  its  option and specifying the legal description  and  the
date,  time  and place of closing, which date shall neither  be  earlier
than  45 days nor later than 60 days after the notice is given, and  (c)
specifying  the appraised current fair market value of the  portions  of
the  Land  with  respect  to  which  Tenant's  option  is  exercised  as
determined by an independent, qualified appraiser whose report shall  be
furnished  to the Trustee together with Tenant's notice of  election  to
purchase  and (d) a certificate signed by the chief executive  or  chief
financial  officer of Tenant stating that no event has occurred  and  is
continuing which, with notice or lapse of time or both, would constitute
an  Event  of  Default; provided, however, that Tenant may not  exercise
this  option  if there has occurred and is continuing any  event  which,
with  notice  or  lapse of time or both, would constitute  an  Event  of
Default at the time said notice is given and may not purchase said  real
property on the specified closing  date if any such event has occurred
and is continuing  on  said date  unless  all  defaults  are cured. The
option  hereby  given  shall include  the right to purchase a perpetual
easement for right-of-way  to and  from the public roadway and the right
to purchase such land  as  is necessary  to assure that there will always
be access between  the  real property purchased pursuant to these Section
I7.6 through 17.10 and  the public roadway.

     Section 17.7. Quality of Title - Purchase Price. If said notice  of
election  to purchase is given as provided in Section 17.6 Issuer  shall
convey  the real property described in Tenant's notice to Tenant on  the
specified  date free and clear of all liens and encumbrances except  (I)
Permitted Encumbrances, (ii) those to which the title was subject on the
date  of  conveyance  to Issuer of the Land, or to  which  title  became
subject with Tenants written consent, or which resulted from any failure
of  Tenant  to  perform any of its covenants or obligations  under  this
Lease,  (iii) taxes and assessments, general and special,  if  any,  and
(iv) the interests of any party having condemned or who is attempting to
condemn title to, or the use for a limited period of, all or any part of
the real property described in Tenant's notice. The purchase price shall
be  an  amount equal to the then current fair market value  thereof,  as
determined   with  reference  to  the  independent  appraiser's   report
furnished  to  the  Trustee or the original cost to Collins  Industries,
Inc., whichever is less.

Section  17.8. Closing of Purchase. If Issuer has title to  such  vacant
real  property  free and clear of all liens and encumbrances  except  as
stated above or has such other title to the such real property as may be
acceptable  to Tenant, then on the specified date, Issuer shall  deliver
to  Tenant  its  special warranty deed, properly executed and  conveying
such  real  property  to  Tenant  free  and  clear  of  all  liens   and
encumbrances  except as stated above, and Tenant shall pay the  purchase
price  for  such real property, said purchase price to be  paid  to  the
Trustee  for the account of the Issuer and deposited by the  Trustee  in
the  Principal and Interest Payment Account and shall be used to  redeem
Bonds  on  any  date  the  Bonds are subject to optional  redemption  as
provided  in  the  Indenture. Nothing herein  shall  require  Issuer  to
deliver  its special warranty deed to Tenant until after all duties  and
obligations of Tenant under this Lease to the date of such delivery have
been fully performed and satisfied.

     Section  17.9. Effect of Purchase on Lease. The exercise by  Tenant
of  the  option  granted  under these Sections 17.6  to  17.10  and  the
purchase  and sale and conveyance of a portion or portions of  the  Land
constituting  a  part of the Project pursuant hereto  shall  in  no  way
whatsoever  affect  this Lease, and all the terms and provisions  hereof
shall  remain in full force and effect the same as though no  notice  of
election  to  purchase  had  been given, and specifically,  but  not  in
limitation  of the generality of the foregoing, exercise of such  option
shall  not affect, alter, diminish, reduce or abate Tenant's obligations
to pay all Basic Rent and Additional Rent required hereunder.

     Section 17.10. Effect of Failure to Complete Purchase. If, for  any
reason whatsoever, the purchase by Tenant of the real property described
in  said notice is not effected on the specified date, this Lease  shall
be  and remain in full force and effect according to its terms the  same
as though no notice of election to purchase had been given.

                              ARTICLE XVIII
Section 18.1. Damage and Destruction.

          (a)  If,  during  the Term, any Improvements  are  damaged  or
destroyed,  in whole or in part, by fire or other casualty,  the  Tenant
shall  promptly notify the Issuer and the Trustee in writing as  to  the
nature  and  extent of such damage or loss and whether it is practicable
and  desirable  to rebuild, repair, restore or replace  such  damage  or
loss.

          (b)  If  the  Tenant  shall determine  that  such  rebuilding,
repairing,  restoring  or replacing is practicable  and  desirable,  the
Tenant  shall  forthwith  proceed  with  and  complete  with  reasonable
dispatch  such  rebuilding, repairing, restoring or replacing.  In  such
case, any Net Proceeds of property and/or casualty insurance required by
this  Lease and received with respect to any such damage or loss to  the
Improvements shall be paid to the Trustee and shall be deposited in  the
Project Fund and shall be used and applied for the purpose of paying the
cost  of such rebuilding, repairing, restoring or replacing such  damage
or loss. Any amount remaining in the Project Fund after such rebuilding,
repairing, restoring or replacing shall be paid to Tenant.

          (c) If the Tenant shall determine that rebuilding, repairing,
restoring or replacing the Improvements are not practicable and
desirable, any Net proceeds of property and/or casualty insurance
required by this Lease and received with respect to any such damage or
loss to the Project shall be paid into the Principal and Interest
Payment Account. Such moneys shall be used to redeem Bonds at their
earliest optional redemption date. The Tenant agrees that it shall be
reasonable in exercising its judgment pursuant to this subsection (c)

          (d)  The Tenant shall not, by reason of its inability  to  use
all  or  any  part of the Improvements during any period  in  which  the
Improvements  are damaged or destroyed, or are being repaired,  rebuilt,
restored or replaced nor by reason of the payment of the costs  of  such
rebuilding,  repairing,  restoring or  replacing,  be  entitled  to  any
reimbursement  or  any  abatement or diminution of  the  Basic  Rent  or
Additional Rent payable by the Tenant under this Lease nor of any  other
obligations of the Tenant under this Lease except as expressly  provided
in this Section.

Section 18.2. Condemnation.

          (a) If, during the Term title to, or the temporary use of, all
or  any  part  of  the  Project  shall be  condemned  by  any  authority
exercising the power of eminent domain, the Tenant shall, within 90 days
after  the  date  of  entry  of  a final order  in  any  eminent  domain
proceedings granting condemnation, notify the Issuer and the Trustee  in
writing as to the nature and extent of such condemnation and whether  it
is   practicable  and  desirable  to  acquire  or  construct  substitute
Improvements.

          (b)  If  the Tenant shall determine that such substitution  is
practicable and desirable, the Tenant shall forthwith proceed  with  and
complete  with  reasonable dispatch the acquisition or  construction  of
such  substitute  Improvements. In such case, any Net Proceeds  received
from any award or awards with respect to the Project or any part thereof
made  in  such condemnation or eminent domain proceeds shall be paid  to
the Trustee for the account of the Tenant and shall be deposited  in  the
Project Fund and shall be used and  applied  for  the purpose of paying
the cost of such substitution. Any amount remaining in the Project Fund
after such acquisition or construction shall be paid to Tenant.

          (c)  If  the  Tenant shall determine, in its sole  discretion,
that  it  is  not  practicable and desirable  to  acquire  or  construct
substitute  Improvements,  any  Net  Proceeds  of  condemnation   awards
received  by  the Tenant shall be paid into the Principal  and  Interest
Payment  Account.  Such moneys shall be used to redeem  Bonds  at  their
earliest  optional redemption date. The Tenant agrees that it  shall  be
reasonable in exercising its judgment pursuant to this subsection (c).

          (d)  The Tenant shall not, by reason of its inability  to  use
all  or  any  part  of  the  Improvements  during  any  such  period  of
restoration or acquisition nor by reason of the payment of the costs  of
such restoration or acquisition, be entitled to any reimbursement or any
abatement or diminution of the Basic Rent or Additional Rent payable  by
the  Tenant  under  this  Lease nor of any other  obligations  hereunder
except as expressly provided in this Section.

          (e)  The Issuer shall cooperate fully with the Tenant  in  the
handling   and  conduct  of  any  prospective  or  pending  condemnation
proceedings with respect to the Project or any part thereof so  long  as
the  Issuer is not the condemning authority. In no event will the Issuer
voluntarily  settle or consent to the settlement of any  prospective  or
pending condemnation proceedings with respect to the Project or any part
thereof without the written consent of the Tenant.

     Section 18.3. Effect of Tenant's Defaults. Anything in this Article
to  the contrary notwithstanding, the Issuer and Trustee shall have  the
right  at any time and from time to time to withhold payment of  all  or
any  part  of  the  Net Proceeds from the Project Fund  attributable  to
damage,  destruction or condemnation of the Project  to  Tenant  or  any
third  party  if an Event of Default has occurred and is continuing,  or
Issuer or Trustee has given notice to Tenant of any Default which,  with
the  passage  of  time, will become an Event of Default.  In  the  event
Tenant shall cure any Defaults specified herein, the Trustee shall  make
payments  from  the  Net  Proceeds to  Tenant  in  accordance  with  the
provisions  of  this Article. However, if this Lease  is  terminated  or
Issuer  or  Trustee  otherwise re-enters and  takes  possession  of  the
Project  without terminating this Lease, the Trustee shall pay  all  the
Net  Proceeds held by it into the Principal and Interest Payment Account
and all fights of the Tenant in and to such Net Proceeds shall cease.

                               ARTICLE XIX

     Section 19.1. Change of Circumstances; Determination of Taxability.
If  a  Change  of  Circumstances occurs or  the  Bonds  are  called  for
redemption  and  payment  upon  the occurrence  of  a  Determination  of
Taxability,  then Tenant shall have the option to purchase  the  Project
pursuant to Article XVII or the option to terminate this Lease by giving
Issuer notice of such termination within 90 days after Tenant has actual
knowledge  of  the  event giving rise to such option.  Such  termination
shall  become effective when all of the Bonds Outstanding  are  paid  or
payment is provided for pursuant to the Indenture.

                               ARTICLE XX

     Section  20.1. Remedies on Default. Whenever any Event  of  Default
shall  have happened and be continuing, the Issuer may take any  one  or
more of the following remedial actions:

          (a)  By  written  notice to the Tenant  upon  acceleration  of
maturity  of  the  Bonds as provided in the Indenture, the  Trustee  may
declare the aggregate amount of all unpaid Basic Rent or Additional Rent
then or thereafter required to be paid under this Lease by the Tenant to
be  immediately due and payable as liquidated damages from  the  Tenant,
whereupon  the  same  shall become immediately due and  payable  by  the
Tenant;

          (b)  Give Tenant written notice of intention to terminate this
Lease on a date specified therein, which date shall not be earlier  than
30  days  after such notice is given and, if all Defaults have not  then
been  cured  on the date so specified, Tenant's rights to possession  of
the  Project  shall cease, and this Lease shall thereupon be terminated,
and Issuer may re-enter and take possession of the Project; or

          (c)  Without  terminating  the Term  hereof,  or  this  Lease,
conduct  inspections or an Environmental Assessment of the Project,  and
re-enter  the  Project  or  take possession  hereof  pursuant  to  legal
proceedings or any notice provided for by law and this Lease. The Issuer
or  the Trustee acting on behalf of the Issuer may refuse to re-enter or
take  possession  of  the Project if it has reasonable  cause  for  such
refusal. "Reasonable cause" shall include the presence on the Project of
conditions  which  are  in  violation of any Environmental  Law  or  the
existence  or threat of a remedial action against the Tenant  under  any
Environmental Law resulting from conditions on the Project.

     Having  elected  to  re-enter or take  possession  of  the  Project
without  terminating the Term of this Lease, the Issuer and the  Trustee
acting  on behalf of Issuer shall use reasonable diligence to relet  the
Project, or parts thereof, for such term or tern and at such rental  and
upon  such other terms and conditions as are deemed advisable, with  the
right  to  make alterations and repairs to the Project, and no such  re-
entry  or taking of possession of the Project shall be construed  as  an
election  to  terminate this Lease, and no such re-entry  or  taking  of
possession shall relieve Tenant of its obligation to pay Basic  Rent  or
Additional Rent (at the time or times provided herein), or of any of its
other obligations under this Lease, all of which shall survive such  re-
entry  or  taking of possession. Tenant shall continue to pay the  Basic
Rent and Additional Rent provided for in this Lease until the end of the
Term,  whether or not the Project shall have been relet,  less  the  net
proceeds, if any, of reletting the Project.

     Having  elected  to  reenter  or take  possession  of  the  Project
pursuant  to subsection 20.1(c), Issuer or Trustee acting on  behalf  of
Issuer may (subject, however, to any restrictions against termination of
this  Lease  in the Indenture), by notice to Tenant given  at  any  time
thereafter  while Tenant is in default in the payment of Basic  Rent  or
Additional Rent or in the performance of any other obligation under this
Lease,  elect  to  terminate  this Lease in accordance  with  subsection
20.1('o)  and  thereafter  proceed to  sell  Issuer's  interest  in  the
Project.

     If,  in  accordance  with any of the foregoing provisions  of  this
Article,  Issuer  shah  have the fight to elect  to  re-enter  and  take
possession of the Project, Issuer may enter and expel Tenant  and  those
claiming through or under Tenant and remove the property and effects  of
both or either by all lawful means without being guilty of any manner of
trespass and without prejudice to any remedies for arrears of Basic Rent
or Additional Rent or preceding breach of covenant by Tenant

     Net  proceeds  of  any reletting or sale of the  Project  shall  be
deposited  in the Principal and Interest Payment Account. "Net proceeds"
shall  mean the receipts obtained from reletting or sale after deducting
all  expenses  incurred  in  connection with  such  reletting  or  sale,
including   without  limitation,  all  repossession   costs,   brokerage
commissions, legal expenses, expenses of employees, alteration costs and
expenses of preparation of the Project for reletting or sale.

     Section 20.2. Survival of Obligations. Tenant covenants and  agrees
with  Issuer  and the Bondowners that until all Bonds and  the  interest
thereon  and  redemption premium, if any, are paid in full or  provision
made  for  the  payment thereof in accordance with  the  Indenture,  its
obligations  under  this  Lease  shall  survive  the  cancellation   and
termination  of  this  Lease, for any muse, and  that  Tenant  shall  be
obligated  to  pay Basic Rent and Additional Rent (reduced  by  any  net
income  Issuer  or  Trustee  may receive from  the  Project  after  such
termination)  and  perform all other obligations provided  for  in  this
Lease,  all at the time or times provided in this Lease. Notwithstanding
any  provision of this Lease or the Indenture, the Tenant's  obligations
under  Section  14.1  hereof shall survive any termination,  release  or
assignment  of  this  Lease,  the Indenture or  Guaranty  Agreement  and
payment or provision for payment of the Bonds.

     Section 20.3. No Remedy Exclusive. No remedy herein conferred  upon
or  reserved  to  the Issuer is intended to be exclusive  of  any  other
available  remedy or remedies, but each and every such remedy  shall  be
cumulative  and shall be in addition to every other remedy  given  under
this  Lease  or  now or hereafter existing at law or  in  equity  or  by
statute,  subject  to  the  provisions of the  Indenture.  No  delay  or
omission  to  exercise any right or power mg upon any Event  of  Default
shall  impair  any such right or power, or shall be construed  to  be  a
waiver  thereof; but any such right or power may be exercised from  time
to time and as often as may be deemed expedient. In order to entitle the
Issuer  to exercise any remedy reserved to it in this Article, it  shall
not be necessary to give any notice, other than notice required herein.

                               ARTICLE XXI

     Section  21.1.  Performance of Tenant's Obligations by  Issuer.  If
Tenant  shall fail to keep or perform any of its obligations as provided
in  this  Lease, then Issuer may (but shall not be obligated to  do  so)
upon  the continuance of such failure on Tenant's part for 90 days after
notice  of  such  failure is given Tenant by Issuer or the  Trustee  and
without waiving or releasing Tenant from any obligation hereunder, as an
additional  but not exclusive remedy, make any such payment  or  perform
any  such obligation, and Tenant shall reimburse Issuer for all sums  so
paid  by  Issuer  and  all necessary or incidental  costs  and  expenses
incurred  by  Issuer in performing such obligations through  payment  of
Additional Rent. If such Additional Rent is not so paid by Tenant within
10 days of demand, Issuer shall have the same rights and remedies provided
for in Article XX in the ease of default by Tenant in the payment of
Basic Rent.

                              ARTICLE XXII

     Section  22.1.  Surrender of Possession. Upon accrual  of  Issuer's
right of reentry as the result of Tenant's Default hereunder or upon the
cancellation or termination of this Lease by lapse of time or  otherwise
(other  than  as  a result of Tenant's purchase of the Project),  Tenant
shall  peacefully surrender possession of the Project to Issuer in  good
condition  and  repair,  ordinary  wear  and  tear  excepted;  provided,
however,  Tenant shall have the right, prior to or within 60 days  after
the  termination of this Lease, to remove from on or about  the  Project
the  buildings,  improvements, machinery, equipment, personal  property,
furniture  and trade fixtures which Tenant owns under the provisions  of
this  Lease  and  are  not a part of the Project.  All  repairs  to  and
restorations of the Project required to be made because of such  removal
shall  be  made  by  and  at the sole cost and expense  of  Tenant.  All
buildings,   improvements,  machinery,  equipment,  personal   property,
furniture  and  trade  fixtures owned by Tenant and  which  are  not  so
removed  from on or about the Project prior to or within 60  days  after
such  termination of this Lease shall become the separate  and  absolute
property of Issuer.

                              ARTICLE XXIII

     Section 23.1. Notices. All notices required or desired to be  given
hereunder  shall be in writing and shall be delivered in person  to  the
Notice  Representative  or  mailed by  restricted  mail  to  the  Notice
Address.  All  notices given by restricted mail as  aforesaid  shall  be
deemed  duly given as of the date three days after they are  so  mailed.
When  mailed  notices  are  given, the  party  giving  notice  will  use
reasonable diligence to contact the party being notified by telephone or
facsimile on or before the date such notice is mailed.

                              ARTICLE XXIV

     Section  24.1.  Net Lease. The parties hereto agree (a)  that  this
Lease is intended to be a net lease, (b) that the payments of Basic Rent
and  Additional Rent are designed to provide Issuer and the Trustee with
funds  adequate  in amount to pay all principal of and interest  on  all
Bonds as the same become due and payable and to pay and discharge all of
the  other duties and requirements set forth herein, and (c) that to the
extent  that  the  payments of Basic Rent and Additional  Rent  are  not
adequate to provide Issuer and the Trustee with funds sufficient for the
purposes aforesaid, Tenant shall be obligated to pay, and it does hereby
covenant  and  agree to pay, upon demand therefor, as  Additional  Rent,
such further sums of money as may from time to time be required for such
purposes.

     Section  24.2.  Funds Held by Trustee After Payment of  Bonds.  If,
after  the principal of and interest on all Bonds and all costs incident
to the payment of Bonds have been paid in full, the Trustee  holds 
unexpended funds received in accordance with  the  terms hereof,  such
unexpended funds shall, except as otherwise  provided  in this  Lease and
the Indenture and a-tier payment therefrom to Issuer  of any  sums of money
then due and owing by Tenant under the terms of  this Lease, be the
absolute property of and be paid over forthwith to Tenant.

                               ARTICLE XXV

     Section 25.1. Rights and Remedies. The rights and remedies reserved
by  Issuer  and  Tenant hereunder and those provided  by  law  shall  be
construed as cumulative and continuing rights. No one of them  shall  be
exhausted  by the exercise thereof on one or more occasions. Issuer  and
Tenant shall each be entitled to specific performance and injunctive  or
other equitable relief for any breach or threatened breach of any of the
provisions  of  this Lease, and each party hereby waives  the  right  to
raise such defense in any proceeding in equity.

     Section  25.2.  Waiver of Breach. No waiver of any  breach  of  any
covenant or agreement herein contained shall operate as a waiver of  any
subsequent  breach of the same covenant or agreement or as a  waiver  of
any  breach of any other covenant or agreement, and in case of a  breach
by   either  party  of  any  covenant,  agreement  or  undertaking,  the
nondefaulting party may nevertheless accept from the other  any  payment
or  payments  or  performance hereunder without in any way  waiving  its
right to exercise any of its rights and remedies provided for herein  or
otherwise  with respect to any such default or defaults  which  were  in
existence  at  the  time such payment or payments  or  performance  were
accepted by it.

     Section  25.3. Issuer Shall Not Unreasonably Withhold Consents  and
Approvals. Wherever in this Lease it is provided that Issuer shall,  may
or   must   give  its  approval  or  consent,  or  execute  supplemental
agreements,  exhibits  or  schedules,  Issuer  shall  not  unreasonably,
arbitrarily  or unnecessarily withhold or refuse to give such  approvals
or  consents or refuse to execute such supplemental agreements, exhibits
or schedules.

                              ARTICLE XXVI

     Section  26.1. Quiet Enjoyment and Possession. Tenant  shall  enjoy
peaceable  and quiet possession of the Project as long as  no  Event  of
Default has occurred and is continuing.

     Section  26.2. Financial Report; Continuing Disclosure. So long  as
any  Bonds  are Outstanding and unpaid and subject to the terms  of  the
Indenture,  the  Tenant shall furnish or cause to be  furnished  to  the
Trustee  the  financial statements and continuing disclosure information
required by Article V of the Guaranty Agreement.

                              ARTICLE XXVII

     Section 27.1. Investment Tax Credit; Depreciation. Tenant shall  be
entitled to claim the full benefit of (1) any investment credit  against
federal  or  state income tax allowable with respect to expenditures  of
the  character contemplated hereby under any federal or state income tax
laws now or from time to time hereafter in effect, and (2) any deduction
for  depreciation  with  respect to the Project from  federal  or  state
income  taxes. Issuer agrees that it will upon Tenant's request  execute
all  such  elections, returns or other documents which may be reasonably
necessary  or  required to more fully assure the  availability  of  such
benefits to Tenant.

                             ARTICLE XXVIII

     Section  28.1.  Amendments. This Lease may be  mended,  changed  or
modified in the following manner:

          (a) With respect to an amendment, change or modification which
reduces  the  Basic  Rent  or Additional Rent, or  any  amendment  which
reduces  the percentage of Bondowners whose consent is required for  any
such  amendment,  change  or modification, by an  agreement  in  writing
executed by Issuer and Tenant and consented to in writing by the Trustee
and  by Bondowners owning at least 90% of the aggregate principal amount
of the Bonds then outstanding; and

          (b)   With   respect  to  any  other  amendment,   change   or
modification  which  will materially adversely affect  the  security  or
rights  of the Bondowners, by an agreement in writing executed by Issuer
and  Tenant and consented to in writing by the Trustee and by Bondowners
owning  at least 66-2/3% of the aggregate principal amount of the  Bonds
then Outstanding;

          (c)  With  respect  to  all  other  amendments,  changes,   or
modifications, by an agreement in writing executed by Issuer and Tenant.

At least 30 days prior to the execution of any agreement pursuant to (c)
above,  Issuer  and Tenant shall furnish the Trustee  and  the  Original
Purchaser  of  the  Bonds  with  a copy  of  the  amendment,  change  or
modification proposed to be made.

     Section  28.2. Granting of Easements. If no Event of Default  under
this  Lease  shall have happened and be continuing, Tenant may,  at  any
time  or  times,  (a)  grant easements, licenses  and  other  rights  or
privileges  in  the  nature of easements with respect  to  any  property
included  in  the  Project,  free from  any  rights  of  Issuer  or  the
Bondowners,  or (b) release existing easements, licenses,  rights-of-way
and  other  rights or privileges, all with or without consideration  and
upon  such  terms and conditions as Tenant shall determine,  and  Issuer
agrees,  to  the extent that it may legally do so, that it will  execute
and deliver any instrument necessary or appropriate to confirm and grant
or  release any such easement, license, right-of-way or other  right  or
privilege  or any such agreement or other arrangement, upon  receipt  by
Issuer  of: (i) a copy of the instrument of grant or release or  of  the
agreement or other arrangement, (ii) a written application signed by the
Authorized Tenant Representative requesting such instrument, and (iii) a
certificate executed by Tenant staling (aa) that such grant  or  release
is  not detrimental to the proper conduct of the business of Tenant, and
Cob)  that  such grant or release will not impair the effective  use  or
interfere with the efficient and economical  operation  of the Project
and will not materially  adversely affect the security of the Bondowners.
If the instrument of grant  shall so  provide,  any such easement or right
and the rights  of  such  other parties  thereunder shall be superior to
the rights of  Issuer  and  the Bondowners and shall not be affected by
any termination of this Lease or default  on  the part of Tenant hereunder.
If no Event of Default  shall have  happened  and  be continuing, any
payments or other  consideration received  by Tenant for any such grant
or with respect to or  under  any such agreement or other arrangement
shall be and remain the property  of Tenant, but, in the event of the
termination of this Lease because of an Event of Default, all rights then
existing of Tenant with respect to  or under  such  grant shall inure to
the benefit of and be  exercisable  by Issuer.

     Section  28.3.  Security  Interests. Issuer  and  Tenant  agree  to
execute and deliver all instruments (including financing statements  and
statements  of  continuation thereof) necessary for  perfection  of  and
continuance  of the security interest of Issuer in and to  the  Project.
The Issuer shall file or cause to be filed all such original instruments
and  the  Trustee shall continue or cause to be continued the  liens  of
such instruments for so long as the Bonds shall be Outstanding.

     Under  the  Indenture, the Issuer will, as additional security  for
the  Bonds  assign,  transfer, pledge and grant a security  interest  in
certain  of  its rights under this Lease to the Trustee. The Trustee  is
hereby  give  the right to enforce, either jointly with  the  Issuer  or
separately,  the performance of the obligations of the Tenant,  and  the
Tenant  hereby  consents to the same and agrees  that  the  Trustee  may
enforce  such  rights as provided in the Indenture and the  Tenant  will
make payments required hereunder directly to the Trustee.

     Section  28.4.  Construction and Enforcement. This Lease  shall  be
construed  and  enforced in accordance with the laws of the  State.  The
provisions  of this Lease shall be applied and interpreted in accordance
with the rules of interpretation set forth in the Indenture. Wherever in
this  Lease  it  is provided that either party shall or  will  make  any
payment  or  perform or refrain from performing any act  or  obligation,
each such provision shall, even though not so expressed, be construed as
an  express  covenant  to make such payment or to  perform,  or  not  to
perform, as the case may be, such act or obligation.

     Section  28.5.  Invalidity of Provisions  of  Lease.  If,  for  any
reason,  any  provision  hereof shall be determined  to  be  invalid  or
unenforceable,  the validity and effect of the other  provisions  hereof
shall not be affected thereby.

     Section  28.6.  Covenants Binding on Successors  and  Assigns.  The
covenants,  agreements and conditions herein contained shall be  binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

     Section 28.7. Section Headings. The section headings hereof are for
the convenience of reference only and shall not be treated as a part  of
this  Lease  or as affecting the tree meaning of the provisions  hereof.
The  reference  to section numbers herein or in the Indenture  shall  be
deemed to refer to the numbers preceding each section.

     Section 28.8. Execution of Counterparts. This Lease may be executed
simultaneously in multiple counterparts, each of which shall  be  deemed
to  be  an  original,  but all of which together  shall  constitute  one
instrument.

     IN WITNESS WHEREOF, the Issuer has mused this Lease to be signed by
an  authorized official, such signature to be attested by an  authorized
officer, and its official seal to be applied, as of the date first above
written.

CITY OF SOUTH HUTCHINSON, KANSAS

                          By: /s/ Erwin Leeper
                                  Mayor

[SEAL]

ATTEST:

By: /s/ Cynthia A. Wixson, CMC
         City Clerk

"ISSUER"
                                    
                             ACKNOWLEDGMENT

STATE OF KANSAS     )
                    ) SS:
COUNTY OF RENO      )

     This  instrument  was acknowledged before me  on  the  1st  day  of
December,  1997,  by Erwin Leeper, Mayor, and Cynthia  A.  Wixson,  City
Clerk, of the City of South Hutchinson, Kansas, a municipal corporation.

[SEAL]

Signed: /s/ Kristi Wineinger
       Notary Public

My Appointment Expires:

7/18/98

     IN  WITNESS WHEREOF, the Tenant has caused this Lease to be  signed
by an authorized officer, such signature to be attested by an authorized
officer,  and its corporate seal (if any) to be applied, as of the  date
first above written.

COLLINS BUS CORPORATION

By: /s/ Larry W. Sayre
Title: Assistant Treasurer

 [SEAL]

ATTEST:

By: /s/ Lewis W. Ediger
Title: Secretary


"TENANT"

ACKNOWLEDGMENT

STATE OF KANSAS     )
                    ) SS:
COUNTY OF RENO      )

     This  instrument  was acknowledged before me  on  the  1st  day  of
December,  1997, by Larry W. Sayre, Vice President - Finance of  Collins
Bus Corporation, a Kansas corporation.

[SEAL]

/s/ Paula Mayes
Notary Public

My Appointment Expires:
2/16/98