Lease Agreement


STATE OF GEORGIA
COUNTY OF FULTON

     This Lease Agreement, made and entered into by and between

MARIETTA BLVD. WAREHOUSE

hereinafter referred to as "Landlord," and

STIMSONITE CORPORATION (A DELAWARE CORPORATION)

hereinafter referred to as "Tenant";


                              W I T N E S S E T H :

     1. Premises and Term. In  consideration  of the obligation of Tenant to pay
rent as herein provided, and in consideration of the other terms, provisions and
covenants  hereof,  Landlord  hereby  demises  and leases to Tenant,  and Tenant
hereby  takes  from  Landlord  certain  premises  situated  within the County of
Fulton, State of Georgia, more particularly described as follows:

     A one-story masonry industrial  building  containing  approximately  35,500
     square feet the total of which  approximately 2,200 square feet is finished
     office  space  and more  commonly  known as 1594  Marietta  Blvd.,  City of
     Atlanta,  Fulton  County,  Georgia and further  described  by the  attached
     survey - Exhibit A and building plan - Exhibit B.

together with all rights,  privileges,  easements,  appurtenances and immunities
belonging to or in any way pertaining to the said premises and together with the
buildings  and other  improvements  erected  upon said  premises  (the said real
property and the buildings and improvements  thereon being hereinafter  referred
to as the "premises").

     To Have and to Hold the same  for a term  commencing  on April 1,  1998 and
ending  March 31,  2003,  60 months  thereafter.  Tenant may occupy the premises
early  at any time on or after  February  15,  1998 at no  additional  rent,  as
specified  in  Paragraph  25A.Tenant  acknowledges  that  it has  inspected  the
premises and accepts the premises,  and the buildings and improvements  thereon,
in their  present  condition  as suitable for the purpose for which the premises
are leased and further  acknowledges that no representations as to the repair of
the premises nor  promises to alter,  remodel or improve the premises  have been
made by Landlord,  unless such are  expressly  set forth in this lease.  If this
lease is executed before the premises  become vacant or otherwise  available and
ready for occupancy,  or if any present tenant or occupant of the premises holds
over, and Landlord  cannot acquire  possession of the premises prior to the date
above  recited as the  commencement  date of this lease,  Landlord  shall not be
deemed to be in default hereunder, and Tenant agrees to accept possession of the
premises  at such time as  Landlord  is able to tender  the same;  and  Landlord
hereby  waives  payment of rent  covering any period  prior to the  tendering of
possession to Tenant hereunder.

     2. Rent.  Tenant agrees to pay to Landlord rent,  without  deduction or set
off, for the entire term hereof for said  premises at the rate of See  Paragraph
25A Dollars ($See Paragraph 25A) per month. One such monthly  installment  shall
be due and payable on the  commencement  date recited above,  and a like monthly
installment shall be due and payable without demand on or before the same day of
each succeeding month during the hereby demised term;  provided that if the said
commencement date should be a date other than the first day of a calendar month,
there  shall be due and  payable on the said  commencement  date as rent for the
balance of the calendar month during which the said commencement date shall fall
a sum equal to that  proportion of the rent for a full month as herein  provided
which  the  number  of days  from the said  commencement  date to the end of the
calendar month during which the said  commencement  date shall fall bears to the
total  number of days in such month,  and all  succeeding  installments  of rent
shall be payable on or before the first day of each  succeeding  calendar  month
during the hereby  demised term as first above  provided.  In  addition,  Tenant
agrees to deposit with  Landlord on the date hereof the sum of See Paragraph 25E
Dollars  ($See  Paragraph  25E),  which sum shall be held by  Landlord,  without
obligation for interest,  as security for the performance of Tenant's  covenants
and obligations under this lease, it being expressly  understood and agreed that
such deposit is not an advance rental deposit or a measure of Landlord's damages
in case of  Tenant's  default.  Upon the  occurrence  of any event of default by
Tenant,  Landlord may, from time to time,  without prejudice to any other remedy
provided  herein or provided by law,  use such fund to the extent  necessary  to
make good any arrears of rent and any other damage, injury, expense or liability
caused by such event of default;  and Tenant shall pay to Landlord on demand the
amount so applied  in order to  restore  the  security  deposit to its  original
amount.  If Tenant is not then in default  hereunder,  any remaining  balance of
such deposit  shall be returned by Landlord to Tenant upon  termination  of this
lease.

     3. Use. The demised premises shall be used only for fabrication and related
light  manufacturing,  plastics  extrusion  and  assembly  and  the  purpose  of
receiving, storing, shipping and selling (other than retail) products, materials
and  merchandise  made and/or  distributed  by Tenant and for such other  lawful
purposes as may be incidental thereto.  Tenant shall at its own cost and expense
obtain any and all licenses and permits necessary for any such use. Tenant shall
comply with all governmental laws, ordinances and regulations  applicable to the
use of the premises,  and shall promptly comply with all governmental orders and
directives for the  correction,  prevention and abatement of nuisances in, upon,
or connected with the premises, all at Tenant's sole expense. Without Landlord's
prior written consent,  Tenant shall not receive,  store or otherwise handle any
product,  material or merchandise  which is explosive or highly  flammable other
than solvents and other chemicals used in Tenant's  operations.  Tenant will not
permit the premises to be used for any purpose  which would render the insurance
thereon void or the insurance risk more hazardous.

     4.  Taxes.

     A. Subject to the provisions of  subparagraph B below,  Landlord  agrees to
pay  before  they  become  delinquent  all taxes  (both  general  and  special),
assessments or governmental  charges  (hereinafter  collectively  referred to as
"taxes")  lawfully levied or assessed  against the premises or any part thereof;
provided,  however,  Landlord may, at its sole cost and expense (in its own name
or in the name of both,  as it may deem  appropriate)  dispute  and  contest the
same,  and in such  case,  such  disputed  item need not be paid  until  finally
adjudged to be valid. At the conclusion of such contest,  Landlord shall pay the
items contested to the extent that they are held valid, together with all items,
courts costs, interest and penalties relating thereto.

     B. The  maximum  amount of taxes  levied or assessed  against the  premises
during any one real estate tax year to be paid by Landlord  shall be  $12,412.55
relating to the entire 35,500 s.f.  building  which is the total  property taxes
paid for 1997 and further described by tax bill marked Exhibit C. If in any real
estate tax year  during the term hereof or any  renewal or  extension  the taxes
levied or assessed  against the  premises for such tax year shall exceed the sum
as  calculated  in the  preceding  sentence,  Tenant shall pay to Landlord  upon
demand the amount of such excess. In the event the premises constitute a portion
of a multiple occupancy  building,  Tenant agrees to pay to Landlord upon demand
the amount of Tenant's proportionate share of such excess (with respect to taxes
lawfully levied or assessed against the building and the grounds, parking areas,
driveways and alleys around the said  building),  such share to be calculated on
the basis of space occupied by Tenant as compared to the entire space  contained
in the building.  The failure to pay such excess or proportionate share thereof,
as the case may be, upon demand shall be treated hereunder in the same manner as
a default in the  payment of rent  hereunder  when due.  Any  payment to be made
pursuant  to this  subparagraph  B with  respect to the real  estate tax year in
which  this  lease  commences  or  terminates  shall  bear the same ratio to the
payment which would be required to be made for the full tax year as that part of
such tax covered by the term of this lease bears to a full tax year.

     C. If at any time  during the term of this  lease,  the  present  method of
taxation shall be changed so that in lieu of the whole or any part of any taxes,
assessments,  levies or charges  levied,  assessed or imposed on real estate and
the improvements thereon there shall be levied,  assessed or imposed on Landlord
a capital levy or other tax directly on the rents  received  therefrom  and/or a
franchise tax,  assessment,  levy or charge measured by or based, in whole or in
part, upon such rents for the present or any future building or buildings on the
premises,  then all such  taxes,  assessments,  levies or  charges,  or the part
thereof so  measured or based,  shall be deemed to be  included  within the term
"taxes" for the purposes hereof.

     5.  Landlord's  Repairs.  Landlord  shall at his expense  maintain only the
roof,  foundation  and the  structural  soundness of the  exterior  walls of the
building in good repair,  reasonable wear and tear excepted. Tenant shall repair
and pay for  any  damaged  caused  by the  negligence  of  Tenant,  or  Tenant's
employees, agents or invitees, or caused by Tenant's default hereunder. The term
"walls" as used herein shall not include windows, glass or plate glass, doors or
special store fronts.  Tenant shall  immediately give Landlord written notice of
defect  or  need  for  repairs,  after  which  Landlord  shall  have  reasonable
opportunity to repair same or cure such defect.  Landlord's  liability hereunder
shall be limited to the cost of such repairs or curing such defect. In the event
the premises have air-conditioning  installed therein on the date of this lease,
then  Landlord  represents  that on the  commencement  date of this  lease  such
air-conditioning system shall be in good operating condition; provided, however,
that  during the term of this  lease  Tenant  shall at its own cost and  expense
maintain  such  system in good  operating  condition,  shall make all  necessary
repairs and  replacements  and upon termination of this lease shall deliver such
system to Landlord in good  operating  condition;  provided  that  Landlord  and
Tenant shall share equally  (50%each) the cost of major repairs and  replacement
of existing heating,  ventilation or  air-conditioning  systems provided systems
have not failed due to any type of corrosive  nature from Tenant  manufacturing.
Periodic  maintenance of HVAC systems such as changing of filters,  lubrication,
etc. is the responsibility of Tenant.

     6.  Tenant's  Repairs.  Tenant  shall at its own cost and expense  keep all
other parts of the premises,  including but not limited to,  windows,  glass and
plate glass,  doors,  any special store front,  interior  walls and finish work,
floors and floor covering,  gutters, heating and air-conditioning  systems, dock
boards, plumbing work and fixtures, and shall take good care of the premises and
its fixtures and suffer no waste.  Tenant shall at its own cost and expense care
for the grounds  around the buildings on the  premises,  including the mowing of
grass,  care of shrubs and general  landscaping and will keep the parking areas,
driveways  and  alleys  and the whole of the  premises  in a clean and  sanitary
condition.  Tenant shall not be  obligated to repair any damage  caused by fire,
tornado or other casualty covered by items set forth under the extended coverage
provisions of Landlord's  fire insurance  policy.  In the event the premises are
served  by rail  track or spur  track,  then  the  Tenant,  notwithstanding  the
provisions of any rail track  agreements  to the  contrary,  shall be liable and
responsible for maintaining, or reimbursing the rail carrier for the maintenance
of the portion of the track and related facilities adjacent to the premises.

     7.  Alterations.  Tenant  shall  not make  any  alterations,  additions  or
improvements  to the  premises  without the prior  written  consent of Landlord.
Tenant may, without the consent of Landlord, but at its own cost and expense and
in  a  good  workmanlike  manner  make  such  minor  alterations,  additions  or
improvements or erect,  remove or alter such partitions,  or erect such shelves,
bins,  machinery and trade fixtures as it may deem advisable,  without  altering
the basic character of the building or improvements  and without  overloading or
damaging  such building or  improvements,  and in each case  complying  with all
applicable governmental laws, ordinances,  regulations,  and other requirements.
At the termination of this lease,  Tenant shall,  if Landlord so elects,  remove
all alterations,  additions,  improvements and partitions  erected by Tenant and
restore the premises to their original  condition;  otherwise such  improvements
shall be delivered  up to the Landlord  with the  premises.  All shelves,  bins,
machinery and trade fixtures installed by Tenant may be removed by Tenant at the
termination of this lease if Tenant so elects,  and shall be removed if required
by Landlord.  All such removals and restoration  shall be accomplished in a good
workmanlike  manner so as not to damage  the  primary  structure  or  structural
qualities of the buildings and other improvements situated on the premises.

     8. Signs. Tenant shall have the right to install signs upon the exterior of
said  buildings  only when first  approved in writing by Landlord and subject to
any   applicable   governmental   laws,   ordinances,   regulations   and  other
requirements.  Tenant  shall  remove all such signs at the  termination  of this
lease. Such  installations and removals shall be made in such manner as to avoid
injury or defacement of the building and other improvements.

     9. Inspection.  Landlord and Landlord's  agents and  representatives  shall
have the right to enter and inspect the premises at any time with notice  during
reasonable  business hours, for the purpose of ascertaining the condition of the
premises  or in order to make  sure  repairs  as may be  required  to be made by
Landlord under the terms of this lease. During the period that is six (6) months
prior  to  the  end  of  term  hereof,   Landlord  and  Landlord's   agents  and
representatives  shall have the right to enter the  premises  at any time during
reasonable business hours for the purpose of showing the premises and shall have
the right to erect on the premises a suitable sign  indicating  the premises are
available.

     10.  Utilities.  Landlord agrees to provide at its cost water,  electricity
and telephone  service  connections into the premises;  but Tenant shall pay all
charges  incurred for any utility  services used on or from the premises and any
maintenance charges for utilities and shall furnish all electric light bulbs and
tubes.  Landlord shall in no event be liable for any  interruption or failure of
utility services on the premises.

     11.  Assignment and  Subletting.  Tenant shall not have the right to assign
this lease or to sublet the whole or any part of the premises  without the prior
written consent of Landlord,  not  unreasonably  withheld;  notwithstanding  any
permitted  assignment  or  subletting,  Tenant  shall at all times  remain fully
responsible  and liable for the  payment of the rent  herein  specified  and for
compliance  with all of its other  obligations  under the terms,  provisions and
covenants  of this  lease.  Upon the  occurrence  of an  "event of  default"  as
hereinafter  defined,  if the premises or any part thereof are then  assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may at its option  collect  directly from such assignee or subtenant all
rents  becoming due to Tenant under such  assignment  or sublease and apply such
rent  against  any sums due to it by Tenant  hereunder,  and no such  collection
shall be  construed  to  constitute  a novation  or a release of Tenant from the
further performance of its obligations hereunder.  Landlord shall have the right
to assign any of its rights under this lease.

     12. Fire and Casualty Damage.

     A. If the buildings situated on the premises should be damaged or destroyed
by fire, tornado, or other casualty,  Tenant shall give immediate written notice
thereof to Landlord.
                                                                                
     B. If the buildings situated on the premises should be totally destroyed by
fire, tornado or other casualty, or if they should be so damaged that rebuilding
or repairs  cannot be completed  within One hundred  twenty (120) days after the
date upon which Landlord is notified by Tenant of such damage,  this lease shall
terminate  and the rent  shall be abated  during the  unexpired  portion of this
lease, effective upon the date of the occurrence of such damage.
                                                                       
     C. If the  buildings  situated on the  premises  should be damaged by fire,
tornado or other  casualty,  but only to such extent that  rebuilding or repairs
can be completed  within One hundred twenty (120) days after the date upon which
Landlord is notified by Tenant of such damage,  this lease shall not  terminate,
but  Landlord  shall  at its sole  cost  and  expense  proceed  with  reasonable
diligence to rebuild and repair such buildings,  to substantially  the condition
in which they existed prior to such damage,  except that  Landlord  shall not be
required to rebuild, repair or replace any part of the partitions,  fixtures and
other  improvements which may have been placed on the premises by Tenant. If the
premises are  untenantable  in whole or in part following such damage,  the rent
payable  hereunder  during the period in which  they are  untenantable  shall be
reduced  to  such  extent  as  may  be  fair  and  reasonable  under  all of the
circumstances.  In the event that Landlord  should fail to complete such repairs
and rebuilding  within two hundred (200) days after the date upon which Landlord
is notified by Tenant of such damage,  Tenant may at its option  terminate  this
lease by  delivering  written  notice of  termination  to  Landlord  as Tenant's
exclusive remedy, whereupon all rights and obligations hereunder shall cease and
determine.  One hundred twenty (120) D.  Notwithstanding  anything herein to the
contrary,  in the event the holder of any indebtedness  secured by a mortgage or
deed of trust  covering the premises  requires  that the  insurance  proceeds be
applied to such  indebtedness,  then Landlord  shall have the right to terminate
this lease by delivering written notice of termination to Tenant,  whereupon all
rights and obligations hereunder shall cease and determine.

     E. Any insurance which may be carried by Landlord or Tenant against loss or
damage to the buildings and other improvements situated on the premises shall be
for the sole benefit of the party  carrying  such  insurance  and under its sole
control.

     F. Each of Landlord and Tenant  hereby  releases the other from any and all
liability or  responsibility  to the other or anyone  claiming  through or under
them by way of  subrogation  or  otherwise  for any loss or damage  to  property
caused  by  fire  or any of the  extended  coverage  casualties  covered  by the
insurance maintained  hereunder,  even if such fire or other casualty shall have
been caused by the fault or  negligence  of the other party,  or anyone for whom
such party may be  responsible;  provided,  however,  that this release shall be
applicable and in force and effect only with respect to loss or damage occurring
during  such  times  as the  releasor's  policies  shall  contain  a  clause  or
endorsement to the effect that any release shall not adversely  affect or impair
said policies or prejudice the right of the releasor to recover thereunder. Each
of Landlord  and Tenant  agrees that it will request its  insurance  carriers to
include in its  policies  such a clause or  endorsement.  If extra cost shall be
charged therefor, each party shall advise the other thereof and of the amount of
the extra cost,  and the other party,  at its  election,  may pay the same,  but
shall not be obligated to do so.

     G.  Landlord  covenants  and agrees to maintain  standard fire and extended
         coverage  insurance  covering the building on the premises in an amount
         not less than eighty percent (80%) of the replacement cost thereof.  If
         during the second full lease year after the  commencement  date of this
         lease, or during any subsequent year of the primary term or any renewal
         or  extension,  the  insurance  premiums  for  the  fire  and  extended
         insurance  carried  by  Landlord  shall  exceed  the  premium  for such
         insurance  for the first  full lease  year of the term  hereof,  Tenant
         shall pay to  Landlord  on demand  the amount of such  excess;  and the
         failure to pay such  excess  upon  demand  shall be treated in the same
         manner as a default in the payment or rent hereunder when due.

     13.  Liability.  Landlord  shall  not  be  liable  to  Tenant  or  Tenant's
employees,  agents, patrons or visitors, or to any other person whomsoever,  for
any injury to person or damage to property on or about the  premises,  caused by
the negligence or misconduct of Tenant, its agents, servants or employees, or of
any other person entering upon the premises under express or implied  invitation
of Tenant,  or caused by the buildings and improvements  located on the premises
becoming out of repair,  or caused by leakage of gas, oil,  water or steam or by
electricity  emanating from the premises,  or due to any cause  whatsoever,  and
Tenant agrees to indemnify  Landlord and hold it harmless from any loss, expense
or claims,  including attorneys' fees, arising out of any such damage or injury;
except that any injury to person or damage to property  caused by the negligence
of Landlord or by the  failure of Landlord to repair and  maintain  that part of
the  premises  which  Landlord is  obligated  to repair and  maintain  after the
receipt of written  notice from Tenant of needed  repairs or of defects shall be
the  liability of Landlord and not of Tenant,  and Landlord  agrees to indemnify
Tenant and hold it harmless from any and all loss, expense or claims,  including
attorneys' fees, arising out of such damage or injury.  Tenant shall procure and
maintain throughout the term of this lease a policy or policies of insurance, at
its sole cost and expense, insuring both Landlord and Tenant against all claims,
demands  or  actions  arising  out  of or in  connection  with  Tenant's  use or
occupancy of the premises,  or by the  condition of the premises,  the limits of
such policy or policies to be in an amount not less than  $100,000 in respect of
injuries to or death of any one person,  an in an amount not less than  $300,000
in  respect  of any one  accident  or  disaster,  and in an amount not less than
$50,000 in  respect  of  property  damaged  or  destroyed,  and to be written by
insurance  companies qualified to do business in the state in which the premises
are located.  Such policies or duly executed  certificates of insurance shall be
promptly  delivered  to  Landlord  and  renewals  thereof as  required  shall be
delivered  to  Landlord  at least ten (10) days prior to the  expiration  of the
respective policy terms.

     14. Condemnation.

     A. If the whole or any substantial part of the premises should be taken for
any public or quasi-public use under  governmental law, ordinance or regulation,
or by right of eminent  domain,  or by private  purchase in lieu  thereof,  this
lease shall  terminate  and the rent shall be  terminated  during the  unexpired
portion of this lease, effective when the physical taking of said premises shall
occur.

     B. If less than a substantial  part of the premises  shall be taken for any
public or quasi-public use under any governmental law,  ordinance or regulation,
or by right of eminent  domain,  or by private  purchase in lieu  thereof,  this
lease shall not terminate,  but the rent payable  hereunder during the unexpired
portion  of this  lease  shall  be  reduced  to such  extent  as may be fair and
reasonable under all of the circumstances.

     C. In the event of any such  taking or private  purchase  in lieu  thereof,
Landlord and Tenant  shall each be entitled to receive and retain such  separate
awards and/or portion of lump sum awards as may be allocated to their respective
interests in any condemnation proceedings.

     15. Holding Over. Should Tenant, or any of its successors in interest, hold
over the premises, or any part thereof, after the expiration of the term of this
lease,  unless otherwise  agreed in writing,  such holding over shall constitute
and be construed  as tenancy from month to month only,  at a rental equal to the
rental  payable for the last month of the term of this lease plus twenty percent
(20%) of such amount.  The  inclusion  of the  preceding  sentence  shall not be
construed as Landlord's permission for Tenant to hold over.

     16. Quiet  Enjoyment.  Landlord  covenants that it now has, or will acquire
before Tenant takes possession of the premises, good title to the premises, free
and clear of all liens and  encumbrances,  excepting  only the lien for  current
taxes not yet due,  such  mortgage or mortgages as are permitted by the terms of
this  lease,  zoning  ordinances  and other  building  and fire  ordinances  and
governmental  regulations  relating to the use of such property,  and easements,
restrictions  and other  conditions  of  record.  In the event  this  lease is a
sublease,  then Tenant agrees to take the premises  subject to the provisions of
the prior leases.  Landlord  represents  and warrants that it has full right and
authority  to enter  into this  lease and that  Tenant,  upon  paying the rental
herein set forth and  performing its other  covenants and agreements  herein set
forth,  shall  peaceably and quietly  have,  hold and enjoy the premises for the
term hereof without  hindrance or molestation from Landlord subject to the terms
and provisions of this lease.

     17. Events of Default. The following events shall be deemed to be events of
default by Tenant under this lease:

         (a)  Tenant  shall  fail  to pay any  installment  of the  rent  hereby
      reserved  when due, and such failure  shall  continue for a period of five
      (5) days after notice from Landlord.

         (b) Tenant shall become insolvent, or shall make a transfer in fraud of
      creditors,  or  shall  make  a  general  assignment  for  the  benefit  of
      creditors.

         (c) Tenant  shall file a petition  under any  section or chapter of the
      National  Bankruptcy Act, as amended,  or under any similar law or statute
      of the United  States or any State  thereof;  or Tenant  shall be adjudged
      bankrupt or insolvent in proceedings filed against Tenant thereunder.

         (d)  A receiver or trustee shall be appointed for all or substantially 
      all of the assets of Tenant.

         (e)  Tenant shall desert any substantial portion of the premises.

         (f) Tenant shall fail to comply with any term, provision or covenant of
      this lease (other than the foregoing in this  Paragraph 17), and shall not
      cure such failure  within ten (10) days after written  notice thereof from
      Landlord to Tenant. Twenty (20)

     18.  Remedies.  Upon the  occurrence  of any of such  events of  default in
Paragraph 17 hereof, Landlord shall have the option to pursue any one or more of
the following remedies without any notice or demand whatsoever:

         (a)  Terminate  this lease,  in which event  Tenant  shall  immediately
      surrender the premises to Landlord, and if Tenant fails so to do, Landlord
      may,  without  prejudice  to  any  other  remedy  which  it may  have  for
      possession or arrearages  in rent,  enter upon and take  possession of the
      premises  and  expel or remove  Tenant  and any  other  person  who may be
      occupying  such  premises  or any part  thereof,  by  force if  necessary,
      without being liable for prosecution or any claim of damages therefor; and
      Tenant  agrees to pay to  Landlord  on demand  the  amount of all loss and
      damage which  Landlord may suffer by reason of such  termination,  whether
      through  inability  to  relet  the  premises  on  satisfactory   terms  or
      otherwise.

         (b) Enter upon and take  possession of the premises and expel or remove
      Tenant and any other person who may be occupying such premises or any part
      thereof,  by force if necessary,  without being liable for  prosecution or
      any claim for damages  therefor,  and relet the  premises  and receive the
      rent  therefor;  and Tenant  agrees to pay to the  Landlord  on demand any
      deficiency that may arise by reason of such reletting.

         (c) Enter upon the premises by force if necessary  without being liable
      for prosecution or any claim for damages therefor,  and do whatever Tenant
      is  obligated  to do under the terms of this lease;  and Tenant  agrees to
      reimburse  Landlord on demand for any expenses which Landlord may incur in
      thus effecting  compliance with Tenant's obligations under this lease, and
      Tenant  further  agrees that Landlord  shall not be liable for any damages
      resulting to the Tenant from such action, whether caused by the negligence
      of Landlord or otherwise.

In the event Tenant fails to pay any  installment  of rent hereunder as and when
such installment is due, Tenant shall pay to Landlord on demand a late charge in
an amount equal to five percent (5%) of such installment; and the failure to pay
such  amount  within ten (10) days after  demand  therefor  shall be an event of
default  hereunder.  The  provision for such late charge shall be in addition to
all of Landlord's other rights and remedies hereunder or at law and shall not be
construed  as  liquidated  damages or as  limiting  Landlord's  remedies  in any
manner.

     Pursuit of any of the foregoing  remedies shall not preclude pursuit of any
of the other remedies herein provided or any other remedies provided by law, nor
shall pursuit of any remedy herein provided constitute a forfeiture or waiver of
any rent due to Landlord  hereunder  or of any  damages  accruing to Landlord by
reason of the violation of any of the terms,  provisions  and  covenants  herein
contained. No waiver by Landlord of any violation or breach of any of the terms,
provisions  and  covenants  herein  contained  shall be deemed or  construed  to
constitute  a waiver of any  other  violation  or  breach  of any of the  terms,
provisions and covenants herein contained.  Landlord's acceptance of the payment
of rental  or other  payments  hereunder  after  the  occurrence  of an event of
default shall not be construed as a waiver of such default,  unless  Landlord so
notifies  Tenant in writing.  Forbearance  by Landlord to enforce one or more of
the remedies  herein  provided  upon an event of default  shall not be deemed or
construed to constitute a waiver of such  default.  If, on account of any breach
or default by Tenant in Tenant's  obligations  under the terms and conditions of
this lease,  it shall become  necessary or appropriate for Landlord to employ or
consult with an attorney  concerning  or to enforce or defend any of  Landlord's
rights or remedies  hereunder.  Tenant agrees to pay any  reasonable  attorney's
fees.  No act or thing done by the Landlord or its agents during the term hereby
granted shall be deemed an  acceptance of the surrender of the premises,  and no
agreement  to  accept a  surrender  of said  premises  shall be valid  unless in
writing  signed by Landlord.  The receipt by Landlord of rent with  knowledge of
the breach of any covenant or other provision  contained in this lease shall not
be deemed or construed to  constitute a waiver of any other  violation or breach
of any of the terms, provisions and covenants contained herein.

     19.  Landlord's  Lien.  In  addition  to any  statutory  lien  for  rent in
Landlord's  favor,  Landlord  shall have and Tenant  hereby grants to Landlord a
continuing security interest in all rentals and other sums of money becoming due
hereunder from Tenant, upon all goods, wares,  equipment,  fixtures,  furniture,
inventory,  accounts, contract rights, chattel paper and other personal property
of Tenant  situated  on the  premises,  and such  property  shall not be removed
therefrom  without the consent of Landlord  until all arrearages in rent as well
as any and all other sums of money then due to  Landlord  hereunder  shall first
have been paid and  discharged.  In the event of a  default  under  this  lease,
Landlord  shall have in addition  to any other  remedies  herein or by law,  all
rights  and  remedies  under the  Uniform  Commercial  Code,  including  without
limitation  the right to sell the  property  described  in this  Paragraph 19 at
public or  private  sale upon five (5) days'  notice to  Tenant.  Tenant  hereby
agrees to execute such financing  statements and other instruments  necessary or
desirable  in  Landlord's  discretion  to perfect the security  interest  hereby
created.  Any  statutory  lien  for  rent  is not  hereby  waived,  the  express
contractual lien herein granted being in addition and supplementary thereto.

     20. Mortgages. This lease shall be superior to any mortgage, deed to secure
debt  or  similar  security  instrument   hereafter  executed  by  Landlord  and
constituting  a lien or charge upon the  premises or the  improvements  situated
thereon; provided, however, that if any mortgagee or holder of any such security
instrument  shall so require,  Tenant  will,  at any time  hereafter,  on demand
execute and deliver any  instruments,  releases or other  documents which may be
required  by any  mortgagee  or  security  instrument  holder for the purpose of
subjecting and subordinating this lease to the lien and/or security title of any
such  mortgage,  deed to secure debt or similar  security  instrument,  provided
Tenant  receives  a  normal  and  reasonable   non-disturbance   agreement  from
Landlord's mortgagee or security instrument holder.

     21. Landlord's  Default.  In the event Landlord should become in default in
any payments due on any such mortgage described in Paragraph 20 hereof or in the
payment of taxes or any other items which might  become a lien upon the premises
and which Tenant is not obligated to pay under the terms and  provisions of this
lease,  Tenant is authorized and empowered  after giving Landlord five (5) days'
prior written notice of such default and Landlord fails to cure such default, to
pay any such items for and on behalf of Landlord,  and the amount of any item so
paid by Tenant  for or on behalf of  Landlord,  together  with any  interest  or
penalty required to be paid in connection therewith,  shall be payable on demand
by Landlord to Tenant;  provided,  however,  that Tenant shall not be authorized
and empowered to make any payment  under the terms of this  Paragraph 21, unless
the item paid shall be  superior to Tenant's  interest  hereunder.  In the event
Tenant pays any mortgage  debt in full, in accordance  with this  paragraph,  it
shall,  at its election,  be entitled to the mortgage  security by assignment or
subrogation.

     22. Mechanic's Liens.  Tenant shall have no authority,  express or implied,
to  create  or place any lien or  encumbrance  of any kind or nature  whatsoever
upon,  or in any manner to bind,  the interest of Landlord in the premises or to
charge  the  rentals  payable  hereunder  for any  claim in favor of any  person
dealing with Tenant,  including those who may furnish materials or perform labor
for any construction or repairs,  and each such claim shall affect and each such
lien shall attach to, if at all, only the leasehold  interest  granted to Tenant
by this instrument.  Tenant covenants and agrees that it will pay or cause to be
paid all sums legally due and payable by it on account of any labor performed or
materials  furnished in  connection  with any work  performed on the premises on
which any lien is or can be validly and legally  asserted  against its leasehold
interest in the premises or the  improvements  thereon and that it will save and
hold  Landlord  harmless  from any and all  loss,  cost or  expense  based on or
arising out of asserted claims or liens against the leasehold  estate or against
the rights,  titles and  interest of the  Landlord in the  premises or under the
terms of this lease.

     23.  Notices.  Each  provision  of  this  instrument  or of any  applicable
governmental laws, ordinances, regulations and other requirements with reference
to the  sending,  mailing or delivery of any notice or the making of any payment
by Landlord to Tenant or with  reference to the sending,  mailing or delivery of
any notice or the making of any payment by Tenant to Landlord shall be deemed to
be complied with when and if the following steps are taken:

         A.  All  rent and  other  payments  required  to be made by  Tenant  to
      Landlord hereunder shall be payable to Landlord at the address hereinbelow
      set forth or at such other  address as Landlord  may specify  from time to
      time by written notice delivered in accordance herewith.

         B. All  payments  required to be made by  Landlord to Tenant  hereunder
      shall be payable to Tenant at the  address  hereinbelow  set forth,  or at
      such other  address  within the  continental  United  States as Tenant may
      specify  from  time to time by  written  notice  delivered  in  accordance
      herewith.

         C. Any  notice  or  document  required  or  permitted  to be  delivered
      hereunder shall be deemed to be delivered whether actually received or not
      when deposited in the United States Mail,  postage  prepaid,  Certified or
      Registered  Mail,  addressed  to the  parties  hereto  at  the  respective
      addresses set out opposite their names below,  or at such other address as
      they have theretofore  specified by written notice delivered in accordance
      herewith:

Landlord:                  Tenant:                     With a copy to:

MARIETTA BLVD. WAREHOUSE   STIMSONITE CORPORATION      STIMSONITE CORPORATION
C/0 Wilson, Hull & Neal 
Real Estate                7542 North Natchez Avenue   1594 Marietta Blvd., NW
1600 Northside Drive, NW   Niles, IL 60714-3889        Atlanta, GA 30318
Suite 100
Atlanta, GA 30318

If and when included  within the term  "Landlord,"  as used in this  instrument,
there are more than one person,  firm or corporation,  all shall jointly arrange
among  themselves  for their joint  execution of such a notice  specifying  some
individual at some specified  address for the receipt of notices and payments to
Landlord;  if and  when  included  within  the  term  "Tenant,"  as used in this
instrument,  there  are more than one  person,  firm or  corporation,  all shall
jointly  arrange  among  themselves  for their joint  execution of such a notice
specifying  some  individual at some  specific  address  within the  continental
United  States for the  receipt of notices and  payments to Tenant.  All parties
included within the terms "Landlord" and "Tenant," respectively,  shall be bound
by notices given in accordance with the provisions of this paragraph to the same
effect as if each had received such notice.

     24. Miscellaneous.

     A. Words of any gender  used in this lease shall be held and  construed  to
include any other  gender,  and words in the  singular  number  shall be held to
include the plural, unless context otherwise requires.

     B. The terms,  provisions  and covenants and  conditions  contained in this
lease shall apply to, inure to the benefit of, and be binding upon,  the parties
hereto and upon their respective heirs,  legal  representatives,  successors and
permitted assigns, except as otherwise herein expressly provided.

     C. The captions are inserted in this lease for  convenience  only and in no
way  define,  limit,  or  describe  the scope or intent  of this  lease,  or any
provision hereof, nor in any way affect the interpretation of this lease.

     D.  Tenant  agrees,  within ten (10) days after  request  of  Landlord,  to
deliver to Landlord,  or Landlord's  designee,  an estoppel  certificate stating
that this  lease is in full  force and  effect,  the date to which rent has been
paid, the unexpired term of this lease and such other matters pertaining to this
lease as may be reasonably requested by Landlord.

     E.  This  lease  may  not be  altered,  changed  or  amended  except  by an
instrument in writing signed by Landlord and Tenant.


<PAGE>




     25. Special Provisions.

     EXECUTED the __________ day of February 1998.

                                            (LANDLORD)

                                            MARIETTA BLVD. WAREHOUSE


                                            -----------------------------------
                                             Allison S. Wilson, Partner


---------------------------------           -----------------------------------
Witness                                      Bruce B. Wilson, Jr., Partner


                                            -----------------------------------
                                             W. Watt Neal, Jr., General Partner

(TENANT)

                                            STIMSONITE CORPORATION
                                            (A DELAWARE CORPORATION)

Witness/Attest

__________________________________           By: ______________________________


Title: _____________________________         Title: ___________________________




<PAGE>



                 (These Special Stipulations prevail if there is
                       any conflict with the printed form)

                              SPECIAL STIPULATIONS



25A.     Rent is payable to:

         Marietta Blvd Warehouse
         c/o Wilson, Hull & Neal
         1600 Northside Drive, NW
         Suite 100
         Atlanta, Georgia  30318-3297

         and is $0.00 per month from February 15, 1998 through March 31, 1998.
         and is $8,875.00 from April 1, 1998 through March 31, 2001.
         and is $9,319.00 from April 1, 2001 through March 31, 2003.


25B.     Landlord  will  pay the  base  fire  and  extended  coverage  insurance
         premiums  on the  premises  which are now  $4,122.00  annually  for the
         entire 35,500 square foot building. Any increases in insurance premiums
         above  $4,122.00  will be paid by the Tenant,  provided  the  insurance
         coverage and the premiums charged for said insurance are competitive by
         industry standards.

         Tenant agrees to immediately install the appropriate number and type of
         fire  extinguishers  recommended and/or required by the fire department
         and/or  Landlord and/or Tenant's  insurance  company.  Tenant agrees to
         comply with  reasonable  loss  prevention  recommendations  of Landlord
         and/or Tenant's insurance companies.

25C.     With  the execution  of this  lease,  Tenant will  pay  Marietta  Blvd.
         Warehouse  $18,194.00  which  represents  the first  month's rental and
         Security Deposit per paragraph 2.

25D.     Notwithstanding  paragraphs  5 and 6 above,  Landlord  will  furnish to
         Tenant the existing  electrical,  mechanical,  plumbing,  etc.,  of the
         building in good  operative  condition  until  November 1, 1998.  After
         November  1,  1998,  any  service,  and/or  maintenance  shall  be  the
         responsibility  of  the  Tenant.  Termite  protection,  if  any,  after
         November 1, 1998 is the responsibility of the Tenant.

25E.     Landlord will pay Tenant up to $15,000.00  relating to Tenant's cost of
         moving and  Tenant's  construction  of  lockers,  etc.  relating to the
         occupancy  of the  premises.  Prior to June 1, 1998 Tenant will provide
         Landlord  with  invoices  relative  to  the  above  and  Landlord  will
         immediately pay Tenant.

25F.     Provided this Lease is not in default and provided  Tenant has notified
         Landlord in writing of his intent to renew prior to December  31, 2002,
         Tenant has the right to renew this lease for an additional term of five
         (5) years  beginning  April 1, 2003 and ending March 31, 2008 under the
         same conditions except the rental is $10,413.00 per month from April 1,
         2003 through March 31, 2008.

25G.     CB Commercial represents the Tenant in this  transaction  and is  being
         paid by Landlord per separate agreement.

25H.     Environmental  Liability.  Landlord and Tenant  recognize the potential
         for liability and damage (including penalties,  fines, demands, losses,
         liens,  lawsuits,  other  proceedings,  costs,  expenses and reasonable
         attorney's  fee) resulting from the release,  discharge,  disposal,  or
         emission of Hazardous Substances into the environment (which is defined
         to include,  but not limited to, air, ground,  surface water and ground
         water) at, from,  onto,  under or affecting  the premises  (hereinafter
         collectively   referred  to  as  "Environmental   Contamination")   and
         therefore,  as between Landlord and Tenant, Landlord and Tenant provide
         as follows:

         a)   Landlord  shall remain liable after the date of this lease for all
              Environmental   Contamination   (including   damages,   fines  and
              penalties  related thereto) which existed or occurred prior to the
              date of this lease, or which existed or occurred prior to the date
              of this lease and continues to exist after the date of this lease,
              and  Landlord  shall  be  responsible   for  compliance  with  all
              applicable governmental laws, regulations,  requirements or orders
              which may apply to said Environmental Contamination.  In addition,
              Landlord  shall  liable as  between  Landlord  and  Tenant for any
              Environmental  Contamination  caused  by any  adjoining  tenant of
              Landlord at any time.

         b)   Tenant shall be liable for all Environmental  Contamination caused
              by  Tenant  (including  damages,   fines,  and  penalties  related
              thereto) which occurred  during the term of this lease,  except to
              the extent such  Environmental  Contamination  is  attributable to
              activities conducted by Landlord and Landlord's other tenants, and
              Tenant  is  responsible   for   compliance   with  all  applicable
              governmental  laws,  regulation,  requirements or orders which may
              apply to said Environmental Contamination.