Exhibit 10.1

                             6565 WEST HOWARD STREET
                                 NILES, ILLINOIS

                        LEASE DATED AS OF AUGUST 20, 1997
                     AMONG FELD FAMILY LIMITED PARTNERSHIP,
                       AN ILLINOIS LIMITED PARTNERSHIP AND
                        FIRST BANK NATIONAL ASSOCIATION,
                    F/K/A NATIONAL BOULEVARD BANK OF CHICAGO,
                     AS TRUSTEE UNDER TRUST AGREEMENT DATED
           DECEMBER 24, 1969 AND KNOWN AS TRUST NO. 2960, AS LANDLORD
                      AND STIMSONITE CORPORATION, AS TENANT


                                      INDEX

                                                                     Page


DEMISED PREMISES.......................................................1


TERM...................................................................2


CONDITION OF DEMISED PREMISES..........................................3


RENT...................................................................3


PAYMENT OF IMPOSITIONS.................................................5


DEPOSITS FOR IMPOSITIONS...............................................7


USE AND OPERATION OF PROPERTY..........................................8


SURRENDER OF THE DEMISED PREMISES......................................8


REPAIRS AND MAINTENANCE................................................9


COMPLIANCE AND CONTEST OF LAWS.........................................9


INSURANCE.............................................................12


DAMAGE OR DESTRUCTION.................................................14
<PAGE>


RESTORATION OF DAMAGE OR DESTRUCTION EXCEEDING $50,000.00.............16


DAMAGE AND DESTRUCTION NO EFFECT ON LEASE.............................17


REQUIREMENTS FOR TENANT'S ALTERATIONS.................................17


DISCHARGE OF LIENS0...................................................19


SECURITY AGREEMENT....................................................20


ENTRY ON DEMISED PREMISES BY LANDLORD, ETC............................20


INDEMNIFICATION.......................................................21


CONDEMNATION..........................................................21


MORTGAGES, ASSIGNMENTS AND TRANSFERS OF THE DEMISED PREMISES..........23


OPTIONS TO PURCHASE AND RIGHT OF FIRST REFUSAL........................24


ESTOPPEL CERTIFICATES.................................................26


REPRESENTATION AND WARRANTIES.........................................26


DEFAULT PROVISIONS....................................................27


LANDLORD'S DEFAULT....................................................30


NOTICES...............................................................30


SUBORDINATION TO MORTGAGE.............................................31


QUIET ENJOYMENT.......................................................31


LANDLORD'S RIGHT TO PERFORM TENANT'S COVENANTS........................31

<PAGE>

NO WASTE..............................................................32


CAPTIONS; CONSTRUCTION; GENDER AND NUMBER.............................32


ENTIRE AGREEMENT; AMENDMENTS..........................................32


SUCCESSORS AND ASSIGNS................................................32


APPLICABLE LAW........................................................32


COUNTERPARTS..........................................................33


NO RENT ABATEMENT.....................................................33


LEGAL FEES............................................................33


BROKERS...............................................................33


SECURITY DEPOSIT......................................................33


EXCULPATION...........................................................34


LIMITATION OF LIABILITY...............................................35

<PAGE>

                                    EXHIBITS

A.       Legal Description
B.       Permitted Exceptions


<PAGE>

                                      LEASE

         THIS  INDENTURE  OF  LEASE  ("Lease")  is made as of this  20th  day of
August,  1997,  by and among First Bank  National  Association,  f/k/a  National
Boulevard Bank of Chicago,  not  personally but a Trustee under Trust  Agreement
dated  December  24,  1969 and known at Trust No.  2960 (the  "Trust")  and Feld
Family Limited Partnership,  an Illinois limited partnership (the "Beneficiary")
(the  Trust  and  the   Beneficiary  are  sometimes   hereinafter   referred  to
collectively as "Landlord") and Stimsonite  Corporation,  a Delaware corporation
("Tenant").


                                    RECITALS

          A. The Trust owns  certain real  property  located at 6565 West Howard
Street, Niles,  Illinois,  which is improved with an office/industrial  building
(the "Building") and a parking lot.

          B. Beneficiary is the sole beneficiary of the Trust.

          C.  Landlord  desires to lease to Tenant  and Tenant  desires to lease
from Landlord,  the land and the  improvements  thereon as more fully  described
herein for the term and upon the terms and conditions set forth herein.

         In  consideration  of the  foregoing  recitals  each of which is made a
contractual part hereof, and the mutual agreements contained herein, the parties
hereby agree as follows:

          1.       Demised Premises.

         Subject to the terms and conditions  hereinafter  set forth,  Landlord,
for and in consideration of the Rents  hereinafter  reserved by Landlord and the
terms,  covenants,  conditions,  and agreements  herein contained on the part of
Tenant to be paid,  kept and performed,  hereby agrees to and effective upon the
Commencement Date (as hereinafter  defined) shall lease, rent, let and demise to
Tenant, and Tenant does hereby agree to and effective upon the Commencement Date
shall take and hire from Landlord, all those certain lots, parcels, or pieces of
land  situate,  lying and being in the State of  Illinois,  as the same are more
particularly  described  in Exhibit  "A"  annexed  hereto and hereby made a part
hereof (the "Land")  together with the Building,  the buildings,  structures and
improvements now or hereafter erected on, over or under the Land,  including all
walkway,  road  and  parking  area  improvements  and  facilities,   landscaping
improvements  of whatever  nature,  utility  and sewage  lines (to the extent of
Landlord's   interest  therein)  and  all  appurtenances,   fixtures  and  other
facilities  used in  connection  with the  operation or occupancy of the Demised
Premises (as herein  defined),  and all  alterations  and additions  thereto and
restorations and replacements  thereof,  (collectively the  "Improvements")  and
apparatus, appliances,  appurtenances,  devices, equipment, fixtures, furniture,
furnishings, machinery and other articles of personal property of every kind and
nature  whatsoever  now or hereafter  owned by Landlord and located on or at the
Demised  Premises  and  necessary or useful for or used in  connection  with the
<PAGE>

operation and maintenance of the Demised Premises or any part thereof,  together
with all additions thereto, replacements thereof and substitutions therefor made
by Tenant during the Term, and any and all personal  property and other tangible
property owned by Landlord and now or hereafter  located on the Demised Premises
and/or  used  in   connection   with  the  operation  or   maintenance   thereof
(collectively  the  "Equipment").  The Land, the  Improvements and the Equipment
shall  be  collectively   referred  to  herein  as  the  "Demised  Premises"  or
"Property."  In no event  shall the  Demised  Premises  be deemed to include the
business or those  fixtures,  equipment or  furnishings  owned and heretofore or
hereafter installed by Parker Hannifin  Corporation,  the tenant in occupancy of
the Property on the date hereof  ("PHC").  The foregoing  notwithstanding,  upon
Tenant's  written  request made not later than November 1, 1997,  Landlord shall
direct PHC to cause those alterations made by PHC to the Demised Premises, which
are  described  in Tenant's  request  (the "PHC  Alterations")  to remain in the
Demised Premises upon the termination of its lease.  Tenant agrees that prior to
the  expiration  of the Lease  Term,  it shall  remove the PHC  Alterations  and
restore the  Demised  Premises to its  original  condition  at its sole cost and
expense.

          2.       Term.

          (a) Lease Term.  The term of this Lease shall be a period (the "Term")
commencing on May 1, 1998 (the "Commencement Date") and ending on April 30, 2008
(the "Termination  Date") , unless sooner terminated as herein provided.  Tenant
may elect to terminate  this Lease  effective  upon the  expiration of the sixth
Lease Year of the Term , being April 30, 2004 (the "Early  Termination Date") by
giving  notice  thereof to Landlord  not later than 15 months prior to the Early
Termination  Date (the  "Termination  Notice").  Tenant shall not be entitled to
exercise its option to terminate this Lease on the Early Termination Date unless
on both the date of the  Termination  Notice and the Early  Termination  Date no
uncured  Event  of  Default  shall  exist  hereunder.  On or  before  the  Early
Termination Date and as a condition to such early termination, Tenant shall have
paid to  Landlord  all Rent  and  other  sums and  charges  due  and/or  accrued
hereunder  through  the Early  Termination  Date.  In the event  Tenant does not
deliver the Termination Notice within the time period set forth herein, Tenant's
right to terminate this Lease upon the Early  Termination Date shall be null and
void and of no further force and effect

          (b)  Delivery  of  Possession.  If  Landlord  is unable to deliver the
Demised  Premises to Tenant on the  Commencement  Date for any reason,  Landlord
shall not be subject to any liability  for the failure to deliver  possession on
such date and such failure to deliver  possession  on such date shall not affect
the validity of this Lease or the  obligations  of Tenant  hereunder;  provided,
however,  that if  Landlord  is  unable to  deliver  possession  of the  Demised
Premises  to Tenant on or before  June 1, 1998,  Landlord  shall pay Tenant Nine
Hundred  Dollars  ($900.00)  per day for each day from and after  June 1,  1998,
until such date as  Landlord  delivers  possession  of the  Demised  Premises to
Tenant as liquidated  damages for Landlord's failure to deliver  possession.  In
addition to such liquidated  damages, if Landlord fails to deliver possession of
the Demised  Premises to Tenant on or before  August 1, 1998,  Tenant shall have
the right to terminate  this Lease by written notice to Landlord after August 1,
1998 (unless Landlord  delivers  possession of the Demised Premises on or before
five (5) days after the date of such notice,  in which event Tenant's notice and
right of termination shall be ineffective). This Lease shall continue in full

<PAGE>

force and effect if not  terminated as herein set forth.  Anything  contained in
subparagraph  (a)  above to the  contrary  notwithstanding,  in the  event  that
delivery of possession  of the Demised  Premises is delayed as set forth herein,
then the  Commencement  Date  shall be deemed  the date that  possession  of the
Demised Premises is tendered to Tenant.

          3.       Condition of Demised Premises.

         Except  as   otherwise   provided   herein,   Tenant   agrees  that  no
representations  respecting  the  condition of the Demised  Premises and that no
promises to  decorate,  alter,  repair or improve the Demised  Premises,  either
before  or  after  the  execution  hereof,  have  been  made  by  Landlord,  its
beneficiaries  or its agents to  Tenant.  Except as may be  otherwise  expressly
agreed  herein,  Tenant  agrees  that it shall  accept the  Demised  Premises in
substantially  the same  condition  as exists  on the date  hereof,  subject  to
ordinary  wear  and  tear  and  the  removal  of  the  fixtures,  equipment  and
furnishings owned by the tenant in occupancy of the Property on the date hereof.

          4.       Rent.

          (a) Basic Rent.  Tenant  covenants  and agrees that from and after the
Commencement Date and continuing during the Term hereof it shall pay to Landlord
as basic rent ("Basic Rent") the amounts as set forth below:

               (i) As used herein the term  "Lease  Year" shall mean a period of
12 consecutive calendar months,  commencing on the Commencement Date. If for any
reason  the  Commencement  Date  shall not fall on the  first day of a  calendar
month,  then the Basic Rent for such month shall be prorated and the first Lease
Year  shall be  deemed  to  commence  on the  first  day of the next  succeeding
calendar  month.  For the first  Lease  Year,  the  Annual  Basic  Rent shall be
$331,500.00 payable in monthly installments of $27,625.00.

               (ii) The Annual  Basic  Rent for the  second and each  succeeding
Lease Year of the Term shall be  increased  annually and shall be the greater of
(x) 103% of the Annual Basic Rent for the immediately  preceding Lease Year (the
"Prior  Lease  Year"),  and (y) the Annual  Basic Rent for the Prior  Lease Year
adjusted by the increase in the Consumer Price Index,  which shall be determined
as follows:

                           If the Consumer Price Index-Chicago-Gary-Lake County,
         IL-IN-WI for all Urban Consumers  (1982-84=100)  ("CPI-U") published by
         the Bureau of Labor  Statistics of the  Department of Labor (the "BLS")
         for the last  month of the Prior  Lease  Year (the  "Extension  Index")
         exceeds the CPI-U for the month  preceding the month in which the Prior
         Lease Year commenced (the "Base Index"), then the Annual Basic Rent for
         the Prior Lease Year will be multiplied by a fraction, the numerator of
         which is the Extension  Index and the  denominator of which is the Base
         Index.  If the  CPI-U is  changed  so that the base year  differs  from
         1982-84 = 100,  the CPI-U shall be  converted  in  accordance  with the
         conversion factor published by the BLS. If the CPI-U is discontinued or
         revised during the Term, such other government index or computation

<PAGE>
         with  which  it  is   replaced   shall  be  used  in  order  to  obtain
         substantially the same result as would be obtained if the CPI-U had not
         been discontinued or revised.

               (iii)  Landlord  shall advise  Tenant of the amount of the Annual
Basic Rent for each Lease Year following the first Lease Year, calculated as set
forth above. If for any reason,  Landlord is delayed in making such calculation,
then Tenant shall on the first day of such succeeding Lease Year commence paying
monthly  installments  of Basic  Rent  calculated  on the basis of  subparagraph
(a)(ii)(x) above, unless and until it receives a different calculation of Annual
Basic Rent from  Landlord  as provided  herein  ("Landlord's  Statement").  Upon
receipt of  Landlord's  Statement  reflecting an adjustment to Annual Basic Rent
based upon  subparagraph  (a)(ii)(y)  above, then in addition to paying the then
current monthly  installment of Annual Basic Rent calculated as provided herein,
Tenant  shall  also pay to  Landlord  within 30 days of  receipt  of  Landlord's
Statement,  the amount by which the amount of the monthly  installments of Basic
Rent previously paid for such Lease Year was less than the total amount due when
calculated in accordance with Landlord's Statement.

          (b)  Payment of Basic  Rent.  Basic Rent shall be payable on the first
day of each calendar month during the Lease Term, in equal monthly  installments
each in the amount  calculated as set forth herein and then payable hereunder in
respect of the then current  Lease Year,  except that the first  installment  of
Basic Rent shall be paid on or before April 1, 1998.

          (c) Rent.  All sums,  charges and other  payments to be made by Tenant
under any of the  provisions of this Lease other than Basic Rent shall be deemed
to be supplemental rent ("Supplemental  Rent"). Basic Rent and Supplemental Rent
shall be collectively  referred to herein as "Rent" hereunder and Landlord shall
have all of the rights and  remedies for the  collection  of  Supplemental  Rent
which it has hereunder or by law for the collection of Basic Rent.

          (d) Place of Payment.  All Rent  payable to Landlord  shall be paid by
Tenant to Landlord at  Landlord's  address  specified  herein,  or to such other
person  and/or at such other  address as Landlord may direct by notice to Tenant
by check of Tenant (subject to collection). Except as otherwise provided herein,
Rent shall be paid without notice or demand.

          (e) Net Rent. It is the purpose and intent of Landlord and Tenant that
the Rent payable  hereunder  shall be absolutely net to Landlord and that Tenant
shall pay,  without notice or demand (except as otherwise  provided  herein) and
without  abatement,  deduction or set-off,  and save Landlord  harmless from and
against,  all costs,  Impositions  (as defined in paragraph 5 below),  insurance
premiums,  all water rents,  gas and electric  light and power bills,  and other
utilities,  taxed,  levied or charged  upon the Property for and during the term
hereof,  and all  other  expenses  and  obligations  of every  kind  and  nature
whatsoever  relating to the Demised  Premises,  or any part  thereof,  which may
arise or become due during the Term. In the event of any  non-payment  of any of
the  foregoing,  Landlord  shall  have,  in  addition  to all of the  rights and
remedies provided for herein or at law or in equity in the case of nonpayment of

<PAGE>

the same,  all of the rights and  remedies  provided  for herein or at law or in
equity in the case of non-payment of Basic Rent. Tenant shall reimburse Landlord
for all reasonable expenditures and all reasonable costs and expenses, including
reasonable  attorney's  fees, made or incurred by Landlord in curing any Default
by Tenant,  as permitted by this Lease,  which amounts shall become due upon the
making of any such  expenditures  by  Landlord,  and  Tenant  shall also pay the
Landlord all amounts due it as  reimbursements  or  indemnities  pursuant to the
provisions hereof.

          5.       Payment of Impositions.

          (a) Tenant shall pay, as Supplemental Rent, all Impositions,  or cause
the same to be paid, prior to delinquency and before any fine, penalty, interest
or cost may be added thereto for the  nonpayment  thereof.  As used herein,  the
term "Impositions" shall mean all taxes, duties, assessments (including, without
limitation, all assessments for public improvement or benefit), occupancy and or
lease  tax,  water and  sewer  rents,  rates and  charges,  charges  for  public
utilities,  excises,  levies,  license and permit fees,  parking  surcharges and
other charges of  governmental  authorities,  general and special,  ordinary and
extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which
at any time  during  the Term may have  been or may be laid,  assessed,  levied,
confirmed,  imposed upon, or arise or become due or payable out of or in respect
of,  or  become a lien on,  the  Demised  Premises  or any part  thereof  or any
appurtenance  thereto,  any other property or rights included in the Property or
any part thereof or appurtenance  thereto, and on any personal property owned by
Tenant,  or levied or assessed  upon or  becoming  payable  with  respect to the
leasehold  estate  created  hereunder,  or levied or  assessed  upon or becoming
payable  with  respect to the  interest of Landlord or Tenant  under this Lease,
during the Term hereof or for any fiscal  period any part of which is within the
Term of this Lease and any tax on the rent  payable  by Tenant  under this Lease
(as  distinguished  from any  income  tax on the  general  income  of  Landlord)
provided, however, that:

                            (i) If, by law, any Imposition  relating to a fiscal
         period of a taxing  authority,  all of which period is included  within
         the Term,  may, at the option of the taxpayer,  be and  customarily  is
         paid in  installments,  whether  or not  interest  shall  accrue on the
         unpaid balance of such  Imposition,  Tenant may, so long as no Event of
         Default  shall then exist under this Lease,  exercise the option to pay
         the  same  in  installments   and,  in  such  event,   shall  pay  such
         installments,  together with any interest thereon, prior to delinquency
         and before any fine, penalty,  additional interest or cost may be added
         thereto; and

                            (ii) Any Imposition relating to a fiscal period of a
         taxing  authority,  a part of which is  included  within the Term and a
         part of which is included in a period of time prior to the commencement
         of or after the  expiration of this Lease,  shall  (whether or not such
         Imposition  shall be assessed,  levied,  confirmed,  imposed upon or in
         respect of or become a lien upon the Property,  or any part thereof, or
         shall  become  due and  payable  during the Term) be  prorated  between
         Landlord and Tenant.

          (b) Copies of Bills. Upon the reasonable  request of Landlord,  Tenant
shall  deliver  to the  Landlord,  within  15 days  following  the  date of such
request, copies of all bills for such Impositions, showing such Imposition paid

<PAGE>

in accordance with the terms hereof.  Tenant shall not be required to pay income
taxes assessed against  Landlord,  or any capital levy,  corporation  franchise,
excess profits, estate, succession, inheritance or transfer taxes of Landlord.

          (c)  Contest of  Impositions.  Tenant  shall have the right at its own
expense  to  contest  the  amount  or  validity,  in whole  or in  part,  of any
Imposition by  appropriate  proceedings  diligently  conducted in good faith but
only after payment of such Imposition unless such payment would operate as a bar
to such contest or interfere  materially with the prosecution  thereof, in which
event,  notwithstanding the provisions of paragraph 5(a) hereof, payment of such
Imposition shall be postponed if and only so long as:

                            (i) Neither the Demised Premises nor any part hereof
         would by reason of such postponement or deferment be, in the reasonable
         judgment of the Landlord, in danger of being forfeited or lost, and

                            (ii) No Mortgage (as  hereinafter  defined) would by
         reason of such postponement or deferment be, in the reasonable judgment
         of Landlord, in danger of being put in default or foreclosed, and

                            (iii) Tenant shall have deposited with Landlord cash
         or  other  security  in form and  substance  reasonably  acceptable  to
         Landlord,  in an amount  (against  which amount  Tenant shall receive a
         credit equal to the amount  previously  deposited by Tenant and held by
         Landlord  pursuant to the terms of paragraph 6 hereof pertaining to the
         period when such  Imposition is being  contested)  equal to one hundred
         percent (100%) of the amount so contested and unpaid, together with all
         interest and penalties in connection therewith and all charges that may
         or might be assessed against or become a charge on the Demised Premises
         or any part thereof in such  proceedings.  Upon the  termination of any
         such  proceedings,  it shall be the  obligation  of  Tenant  to pay the
         amount of such Imposition or part thereof as finally determined in such
         proceedings,  the  payment of which may have been  deferred  during the
         prosecution  of  such  proceedings,   together  with  any  costs,  fees
         (including counsel fees),  interest,  penalties or other liabilities in
         connection  therewith,  and, upon such payment,  Landlord shall return,
         without interest,  any amount or other security  deposited with it with
         respect  to such  Imposition  as  aforesaid,  provided,  however,  that
         Landlord shall, if requested by Tenant, disburse said moneys on deposit
         with it direct to the  imposing  authority to whom such  Imposition  is
         payable.  Nothing  contained in this paragraph 5(c) hereof or elsewhere
         in this Lease shall be deemed to limit Tenant's  obligation to make the
         deposits provided for in paragraph 6 hereof.

          (d) Reduction of Valuation. Tenant agrees to use reasonable efforts to
minimize  the general  real estate  taxes  payable  with  respect to the Demised
Premises.  Tenant shall have the right to seek a reduction  in the  valuation of
the Demised Premises  assessed for real estate tax purposes and to prosecute any
action or proceeding in connection therewith. Provided that no Event of Default

<PAGE>

is then in effect  hereunder,  Tenant  shall be  authorized  to collect  any tax
refund  obtained by reason  thereof and to retain the same.  In the event Tenant
shall be in monetary  and/or  material  default and Landlord  should,  by reason
thereof,  collect any tax refund, then Landlord shall retain same and apply same
to Rent then due or to be payable hereunder.

          (e) Joinder by Landlord. Landlord shall not be required to join in any
proceedings referred to in paragraph 5(c) or (d) hereof unless the provisions of
such law at the time in effect shall require that such proceedings be brought by
or in the  name  of  Landlord,  in  which  event  Landlord  shall  join  in such
proceedings.  Landlord  shall not be subject to any liability for the payment of
any costs or expenses in connection with any such  proceedings,  and Tenant will
indemnify,  defend and save harmless  Landlord from any such costs and expenses.
Landlord agrees that whenever  Landlord's  cooperation is required in any of the
proceedings brought by Tenant as aforesaid,  Landlord will reasonably  cooperate
therein,  provided  same shall not entail any  out-of-pocket  cost or expense to
Landlord.

          (f)  Evidence  of  Payments.  Any  certificate,   advice  or  bill  of
nonpayment of any Imposition  (when made or issued by the  appropriate  official
designated  by law  to  make  or  issue  same  or to  receive  payment  of  such
Imposition) shall be prima facie evidence that such Imposition is due and unpaid
at the time or date stated therein.

          6.       Deposits for Impositions.

          (a)  Deposits  for  Impositions.  In order to insure  the  payment  of
certain Impositions, Tenant agrees to deposit with Landlord, on the first day of
each and every month during the Lease Term an amount equal to one-twelfth (1/12)
of  Impositions  for general real estate taxes and special  assessments  due and
payable  during the next  succeeding  12 month  period as  estimated by Landlord
based on the most recent bills or ascertainable  amounts  thereof.  Tenant shall
deposit,  at  least  30 days  prior  to the due  date of such  Imposition,  such
additional amounts as may be necessary to provide Landlord with sufficient funds
in such  deposit  account  to pay each such  charge in  advance  of the due date
thereof.  Landlord  shall hold the money so deposited  for the purpose of paying
the charges for which such amounts  have been  deposited.  Landlord  shall apply
such deposits for the purpose held not later than the last day on which any such
charges may be paid without  penalty or interest.  It is  understood  and agreed
that deposits  provided for hereunder  shall be held by Landlord in a segregated
insured account as designated by Tenant,  which shall be kept separate and apart
from other funds of Landlord. All interest earned on such deposits shall be held
for the  benefit of Tenant and shall be applied to any  amounts  due from Tenant
pursuant  to this  paragraph  6. In the event  this Lease or  Tenant's  right to
possession  of the  Demised  Premises  shall  be  terminated  after  an Event of
Default,  all deposits then held by Landlord  shall be applied on account of any
and all sums due to Landlord under this Lease and Tenant shall forthwith pay the
resulting deficiency.

          (b) Assignment of Deposits.  In the event of a sale or transfer of the
Demised Premises  subject to this Lease,  Landlord shall transfer to the grantee
or  transferee  of  the  fee,  the  above  deposits,  subject,  however,  to the
provisions hereof (written evidence of which shall be furnished to Tenant). Upon
such transfer,  the seller or transferor shall be deemed to be released from all
liability with respect to all said deposits, and Tenant agrees to look solely to

<PAGE>

the  transferee or grantee with respect  thereto.  The  provisions  hereof shall
apply to every  further  transfer or  assignment  of the said  deposits to a new
Landlord.

          (c) Post Termination Impositions.  Tenant's obligation for Impositions
for the year in which the  Termination  Date occurs  shall be equal to the total
Impositions  for such year times the proportion that the number of days from and
including the first day of the year in which the Termination  Date occurs to and
including the  Termination  Date bears to 365. Tenant shall be obligated for the
full  amount  of  Impositions  for the  year  prior  to the  year in  which  the
Termination  Date  occurs,   which  amount  may  not  be  ascertainable  by  the
Termination  Date.  Pending  determination  of the amount of Impositions for the
year  prior to the year in which the  Termination  Date  occurs  and/or for such
partial year in which the Termination  Date occurs,  not more than 90 days prior
to the Termination  Date,  Landlord may furnish Tenant a statement of reasonably
estimated  Impositions.  Within 15 days after receipt of such statement,  Tenant
shall remit to Landlord, as Supplemental Rent, the estimated Impositions.  After
Landlord  finally   determines  such  Impositions,   if  Tenant  underpaid  such
Impositions, then Tenant shall remit the amount of such underpayment to Landlord
within 15 days after  receipt of such  statement,  and if Tenant  overpaid  such
Impositions,  then Landlord shall remit the amount of such overpayment to Tenant
within 15 days after the issuance of such statement.

          7.       Use and Operation of Property.

          Tenant shall use and occupy the Demised Premises and cause the Demised
Premises to be used for general  office,  assembly and  manufacturing,  provided
however,  Tenant  shall not use or occupy or allow the  Demised  Premises or any
part  thereof to be used or  occupied  for any  unlawful  purpose or in material
violation of any certificate of occupancy,  certificate of compliance, permit or
law  covering or affecting  the use or occupancy of the Demised  Premises or any
part thereof.

          Tenant  shall not suffer any act to be done or any  condition to exist
at the Demised  Premises or any part  thereof  which may, in law,  constitute  a
nuisance,  public or private,  or which may make void or voidable any  insurance
with respect thereto or which may violate the provisions of this Lease.

          8.       Surrender of the Demised Premises.

          (a) Tenant shall and will on the expiration of this Lease, or upon any
re-entry by Landlord  upon the  Demised  Premises  pursuant to the terms of this
Lease, (i) surrender and deliver up the Demised Premises into the possession and
use of Landlord  without  delay,  broom clean and in good order,  condition  and
repair,  ordinary  wear and tear  excepted,  free and clear of all  lettings and
occupancies,  and free and clear of all liens,  charges and encumbrances  except
(i)  Impositions  not yet due  and  payable  and for  which  Tenant  shall  have
deposited the estimated amount thereof with Landlord  pursuant to paragraph 6(c)
thereof,  (ii) any  Mortgage  which  Landlord  may have  caused to become a lien
during the term hereof,  and (iii) all those  exceptions to title which Landlord
causes,  permits  or allows  or which  result  from  Landlord's  actions  and/or
omissions to act (to the extent they are not the obligation of Tenant under this
Lease to prevent or remove) or to which Landlord consents in writing.
<PAGE>

          (b) On the  expiration  of this  Lease,  upon the  request of Landlord
title to and ownership of the Improvements and the Equipment shall automatically
vest in  Landlord  without  the  necessity  of  Tenant's  executing  any further
instrument  particularly  granting,  conveying  and/or  releasing  the  same and
without the  necessity of any payment  therefor by Landlord.  Tenant  shall,  on
demand,  execute,  acknowledge and deliver to Landlord or its designee a written
instrument,  in recordable  form,  confirming  such expiration of this Lease, as
well as any further assurances of title to the Improvements and the Equipment as
Landlord or its designee may reasonably request.

          9.       Repairs and Maintenance.

          Throughout the term hereof,  Tenant, at its own sole cost and expense,
shall (a) keep the Demised  Premises in good  condition  and repair,  reasonable
wear and tear  excepted;  (b) keep the  Demised  Premises in good order and in a
neat and presentable condition free from rubbish and obstructions;  and (c) make
all  necessary or  appropriate  repairs,  replacements  and  renewals,  and, all
necessary or appropriate  alterations  and  restorations  thereto,  interior and
exterior, structural and nonstructural,  ordinary and extraordinary and foreseen
and unforeseen, as may be required hereunder (collectively,  "Repairs").  Except
as otherwise  specifically  provided  herein,  Landlord shall not be required to
furnish any services or facilities or to make do any  maintenance or to make any
repairs or  replacements  in or about the Demised  Premises or any part thereof,
Tenant hereby assuming the full and sole  responsibility for all repairs to, and
for the  condition,  operation,  maintenance  and  management  of,  the  Demised
Premises as of the Commencement Date and during the Term hereof.

          10.      Compliance and Contest of Laws.

          (a) Compliance  with Laws.  Tenant,  at its own sole cost and expense,
shall promptly  comply in all material  respects with all  applicable  statutes,
codes, laws, acts,  ordinances,  administrative and judicial orders,  judgments,
decrees,   injunctions   and  decisions,   rules,   resolutions,   restrictions,
regulations  and  requirements  (collectively,  "Laws") of all  federal,  state,
county,   municipal  and  local  governments,   and  all  courts,   departments,
commissions,  boards, bureaus,  agencies,  authorities,  offices,  officials and
officers  thereof,  having  jurisdiction over all or any part of the Property or
the  use,   operation  or   occupancy   thereof,   (collectively   "Governmental
Authorities"),  and all applicable orders,  rules and regulations  (collectively
"Orders") of the national  and local  boards of fire  underwriters  or any other
body or bodies exercising similar functions  (collectively  "Insurance Boards"),
foreseen or unforeseen,  ordinary as well as extraordinary,  which now or at any
time  hereafter  may be  applicable  to the  Property or any part thereof or any
appurtenances thereto, to the sidewalks, passageways, planters, shrubbery, curbs
and vaults adjoining the Demised Premises,  to the use, manner of use, condition
or operation of the Property or any part thereof,  or to the owners,  tenants or
occupants thereof, whether or not any such Laws or Orders shall necessitate

<PAGE>

structural changes or improvements or interfere with the use or enjoyment of the
Property. Tenant shall also procure, pay for and maintain all permits, licenses,
approvals and other  authorizations  required by applicable laws  (collectively,
"Permits") necessary for the use and/or operation of its business at the Demised
Premises and the lawful use,  occupancy and/or operation of the Demised Premises
or any part thereof by Tenant in connection therewith.

                  Notwithstanding  anything  to the  contrary  in the  foregoing
paragraph,  prior to Tenant's  exercise  of its option to  purchase  the Demised
Premises  as set  forth in  paragraph  22  below,  in no event  shall  Tenant be
required to undertake  any  structural  changes or capital  improvements  to the
Demised  Premises in order to comply with any change in existing  Laws or Orders
unless such  structural  changes and/or capital  improvements  are required as a
result of Tenant's  particular use of the Demised Premises.  Any such structural
changes and/or capital improvements  required to be made to the Demised Premises
in order to comply with any such change in existing Laws or Orders which are not
required as a result of Tenant's particular use of the Demised Premises shall be
performed by Landlord and the provisions of this paragraph  10(a) shall apply to
Landlord, mutatis mutandis.

          There shall not be kept or used on the  Property  any  inflammable  or
explosive materials or liquids in violation of any Laws or Orders.  Tenant shall
not cause or permit to occur any  violation of Laws,  now or hereafter  enacted,
related to environmental  conditions on, under or about the Property, or arising
from Tenant's use or occupancy of the Property,  or cause or permit to occur the
use, generation, release, manufacture, refining, production, processing, storage
or disposal of any Hazardous  Substance or Hazardous Material on, under or about
the  Property or the  transportation  to or from the  Property of any  Hazardous
Substance or Hazardous Material,  except in strict accordance with and as may be
allowed by applicable Laws, including without limitation,  the provisions of the
Federal  Water  Pollution  Control Act, the Federal  Resource  Conservation  and
Recovery  Act,  the  Comprehensive   Environmental   Response  Compensation  and
Liability Act, and the Occupational  Safety and Health Act. The terms "Hazardous
Substance" and "Hazardous Material" as used in this Lease shall include, without
limitation,  flammables,  explosives,  radioactive materials,  asbestos,  PCB's,
carcinogens,  pollutants,  contaminants,  hazardous wastes,  toxic substances or
related materials,  petroleum or petroleum products,  and substances declared to
be hazardous or toxic under any Laws now or hereafter  enacted or promulgated by
any Governmental Authorities,  including,  without limitation, the provisions of
the laws and regulations set forth above.

          (b)  Tenant  acknowledges  that  the  current  tenant  of the  Demised
Premises,   Parker-Hannifin   Corporation   ("PHC"),   is  remediating   certain
environmental  conditions at the Demised  Premises  relating to PHC's release of
hydraulic fluid. Landlord agrees to use its best efforts to cause PHC to obtain,
prior to the  Commencement  Date,  a  letter  from  the  Illinois  Environmental
Protection Agency ("IEPA")  indicating that no further action is required at the
Demised Premises in response to PHC's release of hydraulic fluid.  Tenant agrees
that PHC's  inability to obtain the IEPA letter prior to the  Commencement  Date
shall not affect the terms  hereof or the  parties  obligations  hereunder,  and
Tenant agrees to cooperate with the continued  remediation  activities of PHC as
may be  necessary  in order  to  obtain  the IEPA  letter,  provided  that  such
cooperation shall be at no cost to Tenant. Landlord shall require PHC to give

<PAGE>

Tenant at least 48 hours  prior  written  notice  before  entering  the  Demised
Premises  and shall  require PHC to  cooperate  with Tenant to ensure that PHC's
continued  remediation  activities do not  unreasonably  interfere with Tenant's
business  operation.  Landlord shall also deliver to Tenant on the  Commencement
Date, a copy of the then most current  environmental  assessment  of the Demised
Premises in its possession or control (the "Environmental Report").

          (c)  Tenant  agrees  that it  shall  timely  perform,  or  cause to be
performed,   any   investigation,   testing,   monitoring,   repair,   clean-up,
detoxification,  preparation  of any closure or other required  plans,  or other
removal,  response, or remedial action to the extent required by applicable Laws
relating  to (i) the  presence,  management,  disposal,  release  or  threatened
release,  escape,  seepage,  or leakage of any Hazardous  Substance or Hazardous
Material  at, on, in,  from,  or under all or a portion of the Demised  Premises
caused by Tenant's activities at the Demised Premises;  or (ii) the migration of
Hazardous Substance or Hazardous Material from the Demised Premises to any other
property  caused by Tenant's  activities at the Demised  Premises;  or (iii) the
generation,  transportation,  storage,  or disposal of a Hazardous  Substance or
Hazardous  Material  onto  or from  the  Demised  Premises  caused  by  Tenant's
activities  at the Demised  Premises;  or (iv) the future  incorporation  of any
Hazardous  Substance or Hazardous  Material into the Demised  Premises caused by
Tenant's  activities at the Demised  Premises.  The  foregoing  notwithstanding,
Tenant's obligations with respect to the foregoing shall not include remediation
for environmental  conditions disclosed on the Environmental Report or caused by
anyone other than Tenant. If the presence, release, threat of release, placement
on or in the  Demised  Premises,  or the  generation,  transportation,  storage,
treatment,  or  disposal at the  Demised  Premises  or removal  from the Demised
Premises,  of any Hazardous  Substance or Hazardous  Material caused by Tenant's
activities  at the  Demised  Premises:  (i) give  rise to  liability  under  any
applicable  Laws  caused  by  Tenant's   activities  at  the  Demised   Premises
(including,  but not limited to, response action,  remedial  action,  or removal
action under any Laws); (ii) causes a significant public health effect; or (iii)
pollutes or threatens to pollute the  environment,  Tenant shall promptly notify
Landlord  in writing of such event and after  consultation  with  Landlord  with
respect to the manner of such  removal,  take any and all  remedial  and removal
action,  at its own  expense,  necessary  to clean up the Demised  Premises  and
mitigate exposure to liability arising from the Hazardous Substance or Hazardous
Material to the extent  required by any  applicable  Laws.  For purposes of this
subparagraph  (c),  the phrase  "any  applicable  Laws"  shall  include any Laws
enacted  and/or  amended  at any  time  within  five  (5)  years  following  the
termination of this Lease, whether by lapse of time or otherwise.  The covenants
of and  Tenant's  obligations  under this  subparagraph  (c) shall  survive  the
termination of this Lease by lapse of time or otherwise.

          (d) Contest of Laws.  Tenant shall have the right,  after prior notice
to Landlord,  to contest by appropriate legal proceedings  conducted in the name
of Tenant or Landlord or both, the validity or application of any Laws or Orders
of the nature referred to in subparagraph  (a) above,  and Landlord,  on written
request, shall execute and deliver any appropriate papers which may be necessary
or proper to permit Tenant so to contest the validity or application of any such
Law. Tenant shall  indemnify,  defend and hold Landlord  harmless from any cost,
expense,  liability or damage, including reasonable attorney's fees, relating to
such contest.

<PAGE>

          11.      Insurance.

          (a) During the term of this Lease, Tenant shall maintain,  or cause to
be maintained, policies of insurance as follows:

               (i) Insurance  against loss or damage to the Demised  Premises by
          fire and those  risks now or  hereafter  normally  covered by the term
          "extended  coverage"  and from such other hazards as may be covered by
          the  form of all  risk  insurance  then in  effect,  all in an  amount
          sufficient to cover full  replacement  cost (without  depreciation) of
          the Demised Premises and with a deductible not to exceed $10,000.00.

               (ii) Boiler and  machinery  insurance  inclusive  of coverage for
          pressure  vessels  with  such  limits  as from  time  to  time  may be
          reasonably  required by Landlord but not to exceed actual  replacement
          cost thereof.

               (iii)  Comprehensive  general liability  insurance against claims
          for bodily injury, death and property damage occurring in or about the
          Demised Premises, including but not limited to, any streets, sidewalks
          or parking areas,  vaults,  passageways  or common areas  adjoining or
          appurtenant  to the Demised  Premises;  such  insurance  shall  afford
          minimum  protection of $3,000,000  with respect to the personal injury
          or death  occurring or resulting from one  occurrence,  and $1,000,000
          with respect to property damage; provided,  however, that if by reason
          of monetary  inflation or changed  economic  conditions  the aforesaid
          amounts become inadequate,  such amounts shall be increased to amounts
          reasonably satisfactory to Landlord.

               (iv) If products of Tenant or any party under  Tenant are stored,
          manufactured,  or processed in the Demised Premises, regardless of the
          place intended for their sale or  consumption,  comprehensive  product
          liability  insurance  to  afford  protection  to the same  amounts  as
          specified in item (iii) above.

               (v) Worker's compensation  insurance, in the usual form, insuring
          against loss or damage  resulting from any incident or casualty within
          the  purview  of the  Illinois  Workers'  Compensation  Law or similar
          thereto.

               (vi)  Contractual   liability   covering   Tenant's   obligations
          hereunder with respect to any occurrence.

               (vii) Such other insurance  against loss or damage to the Demised
          Premises,  which is available and customarily obtained with respect to
          improvements  similar in character,  size,  general location,  use and
          occupancy  to the Demised  Premises in such  amounts as  specified  by
          Landlord.
<PAGE>

All  policies of  insurance  carried  pursuant to this  paragraph  shall name as
insureds Landlord,  its beneficiary and Tenant,  and if required,  the Mortgagee
(as hereinafter defined), as their respective interests may appear.

          (b) Business  Interruption  Insurance.  During the term of this Lease,
Tenant shall obtain and maintain,  business interruption  insurance in an amount
sufficient to cover:

               (i)  The aggregate cost of all  Impositions due during the period
                    of the next succeeding 12 months following the occurrence of
                    the business interruption;

               (ii) The  cost of all  insurance  premiums  for  insurance  to be
                    carried by Tenant for such 12 month period; and

               (iii)The  aggregate  of the  amount of Basic  Rental  for such 12
                    month period.

         All proceeds, if any, of any business  interruption  insurance shall be
paid to Landlord and held by Landlord as follows:

               (i)  During the period of restoration, as more fully set forth in
                    paragraph  12 hereof,  Landlord  shall hold the  proceeds of
                    such  business  interruption  insurance  as security for the
                    payment  by Tenant  of Rent,  Impositions,  and  other  sums
                    required to be paid by Tenant hereunder; and

               (ii) Landlord shall apply any such proceeds pro tanto against any
                    amount of Rent,  Impositions  or other sums  required  to be
                    paid by Tenant  hereunder,  as the same shall become due and
                    owing until such proceeds are extinguished.

          (c) Payment of Premiums.  All premiums on policies referred to in this
Lease  shall be paid by Tenant.  Certified  copies of each  policy of  insurance
shall be delivered to Landlord on or before the Commencement Date and, within 15
days following the request of Landlord, to any Mortgagee. Renewal policies shall
be delivered to Landlord and any Mortgagee designated by Tenant not less than 30
days prior to the expiration of the original policies,  or succeeding  renewals,
as the case may be.  Premiums  on  policies  shall not be financed in any manner
whereby the lender,  on default or otherwise,  shall have the right or privilege
of  surrendering  or canceling the policies.  Each policy of insurance  required
under this  paragraph  11 shall not be canceled or modified  without at least 30
days' prior written notice to the Landlord,  and, if required, to any Mortgagee.
Each such  policy  shall also  contain a  provision  that no act or  omission of
Tenant shall affect or limit the obligation of the insurance  company to pay the
amount of any loss sustained.

          (d) Compliance with Underwriting Requirements. Tenant shall so perform
and satisfy the  requirements  of the companies  writing any insurance  policies

<PAGE>

referred  to in this  Lease  so that at all  times  companies  of good  standing
reasonably  satisfactory  to Landlord shall be willing to write or continue such
insurance.

          (e)  Separate  Insurance.  Neither  Landlord  nor Tenant  shall  carry
separate insurance (other than personal liability insurance)  concurrent in form
or  contributing  in the event of loss with that  required  by this  Lease to be
furnished by Tenant,  unless both parties are included  therein as insureds with
loss payable as in this Lease provided.

          (f) Approved  Insurers.  All insurance  provided for in this paragraph
shall be effected  under valid and  enforceable  policies  issued by insurers of
recognized  responsibility  which are  licensed  to do  business in the State of
Illinois and which have been reasonably approved by Landlord.

          (g)  Blanket  Insurance  and  Waiver  of  Subrogation.  Any  insurance
provided  for in this  paragraph  may be  effected  by a policy or  policies  of
blanket  insurance,  provided,  however,  that the amount of the total insurance
allocated to the Demised  Premises shall be such as to furnish in protection the
equivalent of separate  policies in the amounts  herein  required,  and provided
further  that in all other  respects,  any such policy or policies  shall comply
with the other  provisions  of this Lease,  except that no such policy  shall be
submitted  to  Landlord  less than 30 days prior to  expiration  of an  existing
policy.  Each policy of insurance  provided for in this paragraph  shall contain
the standard form of waiver of subrogation.

          12.      Damage or Destruction

          (a) Repair of Damage.  If the Demised  Premises  shall be destroyed or
damaged in whole or in part by fire or other  casualty  (including  any casualty
for which  insurance  was not  obtained  or  obtainable)  of any kind or nature,
ordinary or extraordinary, foreseen or unforeseen, Tenant shall give to Landlord
immediate notice thereof,  and Tenant,  at its own cost and expense,  whether or
not such  damage or  destruction  shall have been  insured,  and  whether or not
insurance proceeds, if any, shall be sufficient for the purpose,  shall promptly
repair, alter, restore,  replace and rebuild the same, at least to the extent of
the value and as nearly as possible  to the  character  of the Demised  Premises
existing immediately prior to such occurrence (the "Restoration");  and Landlord
shall in no event be called upon to repair, alter,  replace,  restore or rebuild
such Demised  Premises,  or any portion thereof,  nor to pay any of the costs or
expenses thereof.  The foregoing  notwithstanding,  in the event (i) the cost of
the Restoration  exceeds  $3,000,000,  and (ii) there are Insurance Proceeds (as
defined in subparagraph (b) below) sufficient to complete the Restoration;  then
either party hereto may  terminate  this Lease by giving  notice  thereof to the
other not later than sixty (60) days  following  the date on which the Insurance
Proceeds are received by Landlord. In the event either party elects to terminate
the Lease as provided in the preceding sentence, the Insurance Proceeds shall be
retained by Landlord  and Tenant  shall have no right or  interest  therein.  If
neither party elects to terminate  this Lease within said sixty (60) day period,
then each party's right to terminate this Lease as provided in this paragraph 12
shall become null and void. 

<PAGE>

          (b) Payment of Insurance  Proceeds.  All insurance  proceeds paid with
respect to any damage or  destruction of the Property shall be paid to Landlord.
Subject to the provisions of paragraph 13 hereof and the terms and provisions of
the Mortgage, Landlord agrees to pay over (or caused to be paid over) to Tenant,
from time to time, for disbursement through a customary construction escrow with
a national title insurance  company  reasonably  acceptable to Landlord and upon
submission to such title insurance company of documentation,  including, without
limitation, sworn statements and partial and final lien waivers, as such company
deems necessary to issue its interim  endorsements  to Landlord's  title policy,
insuring  against  mechanic's  lien  claims  arising  from  such  repair  and/or
restoration,  and upon the following  terms, any moneys which may be received by
Landlord from insurance  provided by Tenant; but in no event to any extent or in
any sum  exceeding  the amount  actually  collected  by Landlord  upon the loss;
provided,  however, that Landlord before paying such monies over to Tenant shall
be  entitled  to  reimburse  itself  therefrom  to the  extent,  if any,  of the
necessary and proper  expenses paid or incurred by Landlord in the collection of
such moneys  (such net amount  being  hereafter  referred  to as the  "Insurance
Proceeds"). Landlord shall pay to Tenant, as hereinafter provided, the aforesaid
Insurance  Proceeds,  for the  purpose of repairs or  restoration  to be made by
Tenant to restore the  Demised  Premises to a value which shall be not less than
its  value  prior to such  fire or other  casualty.  Prior to the  making of any
repair  Tenant  shall  furnish  Landlord  with an  estimate  of the cost of such
repairs, prepared by a licensed architect,  reasonably approved by Landlord, and
such Insurance Proceeds shall be paid to the Tenant from time to time thereafter
in installments  as the making of such repairs or  restorations  progresses upon
application to be submitted by Tenant to Landlord  showing the cost of labor and
material  incorporated in such repairs or restorations,  or incorporated therein
since the last previous  application,  and paid for by Tenant. If any mechanic's
lien is filed  against the  Demised  Premises,  Tenant  shall not be entitled to
receive  any  further  installment  until such lien is  satisfied  or  otherwise
discharged,  unless such lien is to be satisfied out of such further installment
and should not have been satisfied out of a previous installment.  The amount of
any  installment  to be paid to  Tenant  shall be such  proportion  of the total
Insurance  Proceeds  received  by  Landlord  as the cost of labor and  materials
theretofore  incorporated  by  Tenant  in  such  repairs  or  restorations,   or
incorporated therein since the payment of the last previous  installment,  bears
to the total  estimated cost of such repairs or  restorations,  less ten percent
(10%) of the installment to be paid. Upon the completion of and payment for such
repairs or  restorations  by the Tenant,  the  balance of any and all  Insurance
Proceeds  held by the  Landlord  shall be paid over to the Tenant.  In the event
that the moneys received from all Insurance  Proceeds are  insufficient  for the
purpose  of  paying  for  all  repairs  and   restorations,   the  Tenant  shall
nevertheless  be required to make such repairs and  restorations at its own cost
and expense.

          (c) Conditions Precedent to Payment. The following shall be conditions
precedent to each payment made by Landlord to Tenant as provided in subparagraph
(b) above:

                            (i)  There  shall  be   submitted  to  Landlord  the
         certificate  of  Tenant's  architect  setting  forth  that the sum then
         requested to be  withdrawn  either has been paid by Tenant or is justly
         due to contractors, subcontractors, materialmen, engineers, architects

<PAGE>

         or other persons (whose names and addresses shall be stated),  who have
         rendered or furnished  certain  services or materials  for the work and
         giving a brief  description  of such  services  and  materials  and the
         principal subdivisions or categories thereof and the several amounts so
         paid or due to each of said persons in respect thereof, and stating the
         progress of the work up to the date of said  certificate;  that no part
         of such  expenditures  has been or is  being  made  the  basis,  in any
         previous or then  pending  request,  for the  withdrawal  of  Insurance
         Proceeds or has been made out of the proceeds of insurance  received by
         Tenant;  and that the sum then  requested  does not exceed the value of
         the services and materials described in the certificate;

                            (ii)  There  shall  be   furnished  to  Landlord  an
         endorsement   to   Landlord's   title  policy  from  a  title   company
         satisfactory to Landlord,  or other evidence showing that there has not
         been filed and  insuring  Landlord  against any  vendor's,  mechanic's,
         laborer's or  materialman's  statutory or other similar lien  affecting
         the Demised  Premises which has not been  discharged of record,  except
         such as will be discharged upon payment of the amount then requested to
         be withdrawn; and

                            (iii) At the time of making such  payment  Tenant is
         not in default  in the  payment  of Rent and there is no  existing  and
         unremedied  Event of  Default  on the part of  Tenant  under any of the
         other agreements,  terms, covenants and conditions of this Lease on the
         part of Tenant to be performed.

              13.   Restoration of Damage or Destruction Exceeding $50,000.00.

         In the  event  of any  loss,  damage  or  destruction,  if the  cost of
restoration  and repairs  exceeds  $50,000.00  in the  aggregate,  the Insurance
Proceeds shall be held by Landlord and disbursed by the title insurance  company
in accordance  with the of paragraph 12 above,  and Tenant agrees to furnish the
following to Landlord at least ten (10) days before the commencement of any work
of demolition upon the Demised  Premises or before the  commencement of any work
necessary to repair, alter or renew the Demised Premises, or any part thereof:

          (a)   Complete   plans   and   specifications   for  the   demolition,
construction,  repair, replacing,  renewing or altering of the Demised Premises,
prepared by an architect  whose  qualifications  shall meet with the  reasonable
satisfaction of Landlord and which plans and specifications  shall meet with the
reasonable  approval of the Landlord,  together with the approval thereof by any
Governmental  Authorities then exercising jurisdiction with regard to such work,
plans and specifications, which plans and specifications shall be and become the
sole and  absolute  property  of  Landlord in the event that for any reason this
Lease shall be for any reason terminated;

          (b) A fixed sum contract in assignable  form made with a reputable and
responsible builder, providing for the erection, completion and terms of payment
for all work,  labor and  materials  necessary to repair and restore the Demised
Premises as depicted in said plans and specifications or, in the alternative, a

<PAGE>

cost-plus  contract in  assignable  form made with a reputable  and  responsible
builder,  providing  for the erection,  completion  and terms of payment for all
work,  labor and  materials  necessary to construct  and complete the repair and
restoration  depicted in said plans and  specifications,  within a fixed period,
together with the certificate of an architect who shall meet with the reasonable
satisfaction of Landlord, estimating in reasonable detail the cost of repair and
restoration as depicted in said plans and specifications within the fixed period
in said contract provided;

          (c) An  assignment  of the contract so  furnished,  duly  executed and
acknowledged  by Tenant,  by its terms to be effective  upon any  termination of
this Lease, or upon Landlord's  re-entry upon the Demised Premises  following an
Event of Default  hereunder by Tenant prior to the complete  performance of such
contract. Such assignment shall also include the benefit of all payments made on
account of said contract  including payments made prior to the effective date of
such assignment; and

          (d) In the event the estimated  cost of repair and  restoration  is in
excess of the Insurance  Proceeds,  Tenant  shall,  before  proceeding  with the
repair and restoration, deliver to the Landlord the amount of such excess, which
shall be disbursed by Landlord as provided herein.

          14.      Damage and Destruction No Effect on Lease.

         Except as  otherwise  provided  in this  Lease,  this  Lease  shall not
terminate  or be  forfeited or be affected in any manner by reasons of damage to
or total, substantial or partial destruction of the Demised Premises or any part
thereof,   for  or  due  to  any  reason  or  cause   whatsoever,   and  Tenant,
notwithstanding  any Laws,  waives any and all rights to quit or  surrender  the
Demised  Premises or any part thereof.  Except as otherwise  expressly  provided
herein, Tenant expressly agrees that, its obligations  hereunder,  including the
payment of Rent, Impositions,  and other sums or sums of money and other charges
hereunder,  shall continue the same as though said Demised  Premises or any part
thereof had not been destroyed or injured,  and without abatement,  suspensions,
diminution or reduction of any kind.

          15.      Requirements for Tenant's Alterations.

          (a) Tenant's Alterations.  Subject to the provisions of this paragraph
and to all other applicable  provisions of this Lease, Tenant shall not make any
Tenant's  Alterations  (as defined below)  without the prior written  consent of
Landlord,  which  consent  shall  not be  unreasonably  withheld.  Any  Tenant's
Alterations shall be made at Tenant's sole cost and expense. As used herein, the
term  "Tenant's  Alterations"  shall mean each and every (a)  demolition  of the
whole or any part of any Improvements now or hereafter  erected upon the Demised
Premises;  (b)  excavation  at any time  made or to be made in,  on or about the
Demised Premises;  (c) repair,  addition,  betterment,  change,  improvement and
rebuilding  made of,  to,  in,  on or about  the  Demised  Premises  or any part
thereof; and (d) construction of any additional or replacement Improvements upon
the  Demised  Premises,  the cost of any or all of which  matters  described  in
causes (a) through (d) above in any calendar year exceeds $50,000.00 in the

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aggregate.  Landlord's  written  consent which shall not be deemed  unreasonably
withheld,  if the  proposed  Tenant's  Alterations  (i) would change the type or
character  of  the  Improvements,   (ii)  materially  reduce  the  size  of  the
Improvements or diminish the net rentable area thereof, or (iii) would adversely
affect any structural component of the Improvements.  Provided that Tenant shall
comply with the provisions of paragraphs 15(b) and 15(c) hereof, Landlord agrees
that Tenant shall be permitted to construct an enclosed  walkway  connecting the
Demised Premises to the adjacent building leased by Tenant located at 7542 North
Natchez Avenue, Niles, Illinois (the "Walkway").  Prior to the expiration of the
Lease  Term,  Tenant  agrees to remove the  Walkway  and to restore  the Demised
Premises to its original condition at its sole cost and expense.

          (b)  Conditions  to  Landlord's  Consent.  It  shall  be  a  condition
precedent to Landlord's consent that Tenant furnish the following to Landlord at
least 20 days prior to the commencement of any Tenant's Alterations:

                            (i)  Complete  plans  and   specifications  for  the
         Tenant's Alterations, prepared by an architect and/or engineer licensed
         by the State of Illinois and whose  qualifications  shall meet with the
         reasonable  satisfaction of Landlord and which plans and specifications
         shall meet with the  reasonable  approval of the Landlord,  which plans
         and  specifications  shall be and become the sole and absolute property
         of  Landlord  in the event that for any reason  this Lease shall be for
         any reason terminated; and

                            (ii) An assignment of any contract  entered into for
         the  performance  of such  Tenant's  Alternations,  duly  executed  and
         acknowledged  by Tenant,  by its terms to be  effective  at  Landlord's
         option upon any termination of this Lease, or upon Landlord's  re-entry
         upon the Demised  Premises  following a default by Tenant  prior to the
         complete  performance  of such  contract.  Such  assignment  shall also
         include the benefit of all payments made on account of said contract.

          (c) Permits.  Before any Tenant's  Alterations are begun, Tenant shall
procure,  at its own sole cost and  expense,  all  building  and other  required
permits from all  Governmental  Authorities  (collectively,  the  "Permits") and
shall deliver photocopies thereof to Landlord.  Upon Tenant's request,  Landlord
shall  join  in the  application  for  such  permits  whenever  such  action  is
necessary,  and Tenant covenants that Landlord will not suffer, sustain or incur
any cost, expense or liability by reason thereof. All Tenant's Alterations shall
be made in  compliance  with  conformity  with  all  applicable  (i) Laws of all
Governmental  Authorities  (including  all  building,  environmental  and zoning
laws);  (ii)  Permits;  and (iii)  Orders of  Insurance  Boards.  In making  any
Tenant's Alterations, Tenant shall not violate in any material respect the terms
or  conditions  of any  insurance  policy  obtained or required  pursuant to the
provisions  of this Lease  affecting  or  relating  to the  Property or any part
thereof, or the terms of any covenants,  restrictions or easements affecting the
Property.  In addition,  Tenant shall obtain and maintain throughout the time of
construction, "all risk completed value non-reporting builder's risk" insurance,
naming  Tenant,  Landlord  and  its  beneficiary  as  named  insured,  as  their
respective interests may appear.

          (d) Cost of  Construction.  Tenant  shall pay all costs,  expenses and
liabilities  arising out of, in  connection  with, or by reason of, any Tenant's

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Alterations,  and shall keep the Demised  Premises  free and clear of all liens,
claims and  encumbrances  in any way arising out of, in  connection  with, or by
reason of, any Tenant's  Alterations.  No Tenant's  Alterations shall create any
encroachment  upon any  easement,  street  or  adjacent  property.  No  Tenant's
Alterations shall be made which would tie in or connect any Improvement with any
other building or structure  located outside the boundary lines of , the Demised
Premises  (other than the  Walkway),  or which  would  violate any of the terms,
conditions and covenants of any easement affecting the Demised Premises.

          (e) Title to  Alterations.  Landlord shall not be required to make any
contribution  to the cost of any Tenant's  Alterations or any part thereof,  and
Tenant covenants that Landlord shall not be required to pay any cost, expense or
liability  arising  out of or in  connection  with or by reason of any  Tenant's
Alterations  and shall  indemnify,  defend and hold  Landlord  harmless from and
against,  and  shall  reimburse  Landlord  for,  all such  costs,  expenses  and
liabilities,  including  reasonable  attorney's  fees  incurred  by  Landlord in
connection therewith.  All Tenant's  Alterations,  as well as all repairs to the
Demised  Premises made  pursuant to any provision  hereof shall at the option of
Landlord,  become the  property of Landlord at the  expiration  of the Lease and
title  thereto  and  possession  thereof  shall  automatically  vest in Landlord
without the necessity of Tenant  executing any further  instrument  particularly
granting,  conveying  and/or releasing the same and without the necessity of any
payment therefor by Landlord. If Landlord does not elect to take title to all or
any  part  of  such   alterations  and   modifications,   such  alterations  and
modifications  shall be removed by Tenant and the Demised  Premises  returned to
the condition existing on the Commencement Date.

          16.      Discharge of Liens.

          (a)  Prohibition  Against Liens.  Except as may otherwise be expressly
permitted  under any other  provision of this Lease,  Tenant shall not create or
permit to be created or to remain, and shall discharge, any lien, encumbrance or
charge levied on account of any  Imposition  or any  mechanic's,  laborer's,  or
materialmen's lien, or mortgage, deed or trust or otherwise,  arising hereafter,
which might or does  constitute a lien,  encumbrance  or charge upon the Demised
Premises,  or any part  thereof,  or the income  therefrom,  and Tenant will not
suffer any other  matter or thing  whereby the estate,  rights and  interests of
Landlord  in the  Demised  Premises  or any  part  thereof  might  be  impaired;
provided, however, that any Imposition may, after the same becomes a lien on the
Demised Premises, be paid or contested in accordance with paragraph 5(c) hereof,
and any  mechanic's,  laborer's  and  materialmen's  lien shall be discharged in
accordance with subparagraph 16(b) below.

          (b) Discharge of Mechanic's  Liens.  If any  mechanic's,  laborer's or
materialmen's  lien shall at any time be filed  against the Demised  Premises or
any part  thereof,  Tenant,  within 30 days after notice of the filing  thereof,
shall cause the same to be discharged of record or otherwise  stayed by payment,
deposit,  bond,  order of a court of competent  jurisdiction  or  otherwise.  If
Tenant shall fail to cause such lien to be  discharged  within such period then,
in  addition  to any  other  right or  remedy,  Landlord  may,  but shall not be
obligated to, discharge the same either by paying the amount claimed to be due

<PAGE>

or by procuring the discharge of such lien by deposit or by bonding proceedings,
and in any such event  Landlord  shall be entitled  if  Landlord  so elects,  to
compel  the  prosecution  of an action for the  foreclosure  of such lien by the
lienor  and to pay the  amount  of the  judgment  in favor of the  lienor,  with
interest, costs and allowances. In any event, if any suit, action or proceedings
shall be  brought to  foreclose  or enforce  any such lien  (whether  or not the
prosecution thereof was so compelled by Landlord), Tenant shall, at its own sole
cost and expense, promptly pay, satisfy and discharge any final judgment entered
therein,  in default of which  Landlord,  at its option,  may do so. Any and all
amounts so paid by Landlord  as in this  paragraph  provided,  and all costs and
expenses  paid or  incurred by  Landlord  in  connection  with any or all of the
foregoing matters, including, without limitation, reasonable attorneys' fees and
disbursements shall become immediately due and payable, without notice, and such
amounts of charges,  costs or expenses,  fees and sums,  together  with interest
thereon  at the rate of three  (3%)  percent  per annum  over the prime  rate of
interest  announced by LaSalle  National Bank as its prime rate of interest from
time to time, from the respective  dates of Landlord's  making of such payments,
shall be deemed to be Supplemental Rent hereunder.

          (c)  Landlord  not Liable.  Nothing  contained  in this Lease shall be
deemed or  construed  in any way as  constituting  the  consent  or  request  of
Landlord,  express or implied by  inference  or  otherwise,  to any  contractor,
subcontractor,  laborer, materialmen,  architect or engineer for the performance
of any labor or the furnishing of any materials or services for or in connection
with the  Demised  Premises  or any part  thereof.  Notice is hereby  given that
Landlord shall not be liable for any labor or materials or services furnished or
to be furnished to Tenant upon credit,  and that no mechanic's or other lien for
any such labor,  materials  or  services  shall  attach to or affect  Landlord's
Interest in the Demised  Premises or the rights or interests of Landlord in this
Lease.

          17.      Security Agreement.

          Landlord  shall  have a first  lien,  superior  to all others on every
right and  interest of Tenant in and to this Lease,  together  with all funds of
Tenant  from time to time held by  Landlord,  including  but not  limited to the
funds in the Imposition  account,  and with respect to any and all  furnishings,
equipment,  fixtures or other personal  property of any kind belonging to Tenant
and located on or useful in connection with the operation of the Property.  Such
lien is hereby granted for the purpose of securing the payments of Rent, and for
the purpose of securing the  performance  of all of Tenant's  obligations  under
this Lease.  Such lien shall be in addition to all rights to Landlord  given and
provided  by law.  Tenant  hereby  agrees  that this Lease  shall  constitute  a
security  agreement under the Illinois  Uniform  Commercial  Code,  which may be
recorded by Landlord,  and Tenant  further agrees to execute such other security
agreements,   financing   statements  and  other  instruments  as  Landlord  may
reasonably  request to evidence and perfect the lien hereby  granted  under this
paragraph.

          18.      Entry on Demised Premises by Landlord, etc.

          Tenant shall permit Landlord and its beneficiary and their  respective
authorized representatives and designees, upon reasonable prior notice to

<PAGE>

Tenant,  which notice need not be written,  to enter the Demised Premises at all
reasonable  times during  business  hours for the purpose of (i)  inspecting the
same, (ii) exhibiting same to prospective mortgagees and/or purchasers and (iii)
making any repairs thereto and performing any work therein that may be necessary
by reason of Tenant's failure to make or commence any such Repairs or perform or
commence  any such work within ten (10) days after  notice  thereof by Landlord.
The foregoing notwithstanding, Landlord shall not be obligated to give notice of
entry to Tenant  in the  event an  emergency  condition  exists  on the  Demised
Premises.  Nothing herein contained shall be construed as imposing any duty upon
Landlord to do any such work, and the performance  thereof by Landlord shall not
constitute a waiver of Tenant's default in failing to perform the same. Landlord
may also enter the Demised  Premises  during the last six (6) months of the Term
for the purpose of posting For Sale or For Lease  signs and  exhibiting  same to
prospective tenants.

          19.      Indemnification.

          (a) By Tenant.  Tenant shall indemnify and save Landlord harmless from
and against,  and shall reimburse  Landlord for, all  liabilities,  obligations,
damages,  fines,  penalties,  claims,  demands,  costs,  charges,  judgments and
expenses,  whether founded in tort or in contract,  which may be imposed upon or
incurred or paid by or asserted  against  Landlord,  its  beneficiary  or either
their  respective  interests in the Demised  Premises  occurring during the Term
arising from or relating to: (i) any Tenant's  Alteration  and anything done in,
on or about the Demised  Premises or any part thereof in  connection  therewith;
(ii) the use, non-use, possession, occupation, condition, operation, maintenance
or  management of the Demised  Premises;  (iii) acts or omissions on the part of
Tenant or any of its agents,  contractors,  servants,  employees,  licensees  or
invitees;  (iv) any accident,  injury, death or damage to any person or any part
of the  Demised  Premises;  (v) any  failure on the part of Tenant to perform or
comply  with any of the  provisions  contained  in this  Lease on its part to be
performed  or complied  with,  including,  without  limitation,  as set forth in
paragraph 10 hereof.

          (b) By Landlord.  Landlord  shall  indemnify and save Tenant  harmless
from and against, and shall reimburse Tenant for, all liabilities,  obligations,
damages,  fines,  penalties,  claims,  demands,  costs,  charges,  judgments and
expenses,  whether  found in tort or in  contract,  which may be imposed upon or
incurred  or paid by or  asserted  against  Tenant or  Tenant's  interest in the
Demised Premises  occurring during the Term arising from or relating to: (i) any
negligent  or willful or  deliberate  acts on the part of Landlord or any of its
agents,  contractors,  servants,  employees,  licensees or invitees; or (ii) any
failure on the part of Landlord to perform or comply with any of the  provisions
contained in this Lease on its part to be performed or complied with.

          20.      Condemnation.

          (a) Material Taking. If at any time during the term of this Lease, the
whole or materially all of the Demised Premises shall be taken for any public or
quasi-public  purpose by any lawful  power or  authority  by the exercise of the
right of  condemnation  or eminent domain or by agreement  between  Landlord and
those authorized to exercise such right, this Lease and the Term hereby granted

<PAGE>

shall  terminate  and expire on the date of such taking and the Rent,  and other
sum or sums of money and other charges  herein  reserved and provided to be paid
by the Tenant shall be apportioned and paid to the date of such taking. The term
"materially all of the Demised Premises" shall be deemed to mean such portion of
the Demised Premises,  as when so taken,  would leave remaining a balance of the
Demised  Premises which,  due either to the area so taken or the location of the
part so taken in relation to the part not so taken, (i) would not under economic
conditions,   zoning  laws  or  building   regulations   then  existing  readily
accommodate a new building of a nature similar to the Building existing upon the
Land at the date of such taking sufficient for Tenant to conduct its operations;
or (ii) would render the remainder of the Demised  Premises  unsuitable  for the
purpose that Tenant is then using the Demised  Premises in  accordance  with the
terms hereof.  In the event of the taking of the whole or materially  all of the
Demised  Premises,  the  amount  of any  award  for the  taking or damage to the
Demised  Premises  shall belong to and be the  property of the Landlord  (except
that Tenant shall receive the amount of any allowance for the cost of removal of
stock and fixtures) and Tenant shall have no rights or interest therein.  If the
whole or materially  all of the Demised  Premises shall be taken or condemned as
provided  in this  paragraph,  Tenant  waives  all  claims for any value for its
leasehold  or its  interest in this Lease and all claims for its interest in the
Demised Premises, except for all claims for loss of business or depreciation to,
damage to, or cost of  removal  of, or for the value of stock,  trade  fixtures,
furniture and other personal property belonging to Tenant.

          (b) Time of Taking.  For the  purpose of this  paragraph,  the Demised
Premises  or a part  thereof,  as the case may be,  shall be deemed to have been
taken or  condemned  on the  date on  which  actual  possession  of the  Demised
Premises or a part thereof,  as the case may be, is acquired by any lawful power
or authority or the date on which title vest therein, whichever is earlier.

          (c) Less Than  Material  Taking.  If less than  materially  all of the
Demised Premises be so taken or condemned,  this Lease and the Term hereof shall
continue,  but the Basic Rent due and payable pursuant to the terms hereof shall
be  reduced  by a sum equal to the Basic Rent then  applicable  multiplied  by a
fraction,  the  numerator  of which is the number of square feet of the Building
taken and the  denominator of which is the total square footage in the Building.
Such  reduction  in Basic Rent shall take  effect on and as of the date on which
actual possession of the Demised Premises or a portion thereof is taken. Tenant,
at its own cost and expense,  whether or not the award or awards,  if any, shall
be  sufficient  for the purpose,  and provided  that  Landlord  contributes  any
shortfall  between  the cost of repair  and  restoration  and the amount of such
award,  shall proceed diligently to repair and restore any remaining part of the
Demised  Premises  not so taken in  accordance  with the terms of  paragraph  12
hereof  so that the  latter  shall be a  complete  rentable  and  self-contained
architectural  unit in substantially  the same condition as existed  immediately
prior  to  such  taking.  Subject  to the  provisions  and  limitations  in this
paragraph,  Landlord  agrees to make  available  so much of that  portion of the
award  actually  received and held by Landlord,  if any,  less all necessary and
proper expenses paid or incurred by Landlord in the condemnation proceedings, as
may be necessary  for the cost of repairing  and restoring for use and occupancy
the part of the  Building  and  Improvements  not so  taken.  Such  repairs  and
restoration  shall be done in accordance  with and subject to the  provisions of
paragraph 12 hereof. Any balance of the award thereafter remaining shall be the

<PAGE>

sole  property  of  Landlord,  without  any claim on the part of Tenant.  If the
portion of the award made available by Landlord,  as aforesaid,  is insufficient
for the purpose of paying for the repair and restoration,  and Landlord fails to
contribute  any  shortfall  as provided  above,  Tenant shall not be required to
repair and  restore as  aforesaid  and Tenant may elect  within  sixty (60) days
thereafter,  upon not less  than  thirty  (30)  days  prior  written  notice  to
Landlord, to terminate this Lease.

          (d) If the temporary use (30 days or less) of the whole or any part of
the  Demised  Premises  shall be taken at any time during the term of this Lease
for any public or quasi-public purpose by any lawful power of authority,  by the
exercise of the right of condemnation or eminent domain, or by agreement between
Tenant and those  authorized  to exercise  such right,  Tenant shall give prompt
notice thereof to Landlord.  In such event,  the term of this Lease shall not be
reduced or affected in any way.

          21.      Mortgages, Assignments and Transfers of the Demised Premises.

          (a)  Prohibition on Transfers.  Neither this Lease nor the interest of
Tenant  in this  Lease,  shall  be sold,  mortgaged,  encumbered,  or  otherwise
transferred by Tenant whether by operation of law or otherwise, nor shall Tenant
assign,  sublet or sublease the Demised Premises in whole or in part except that
Tenant may assign its  interest in this Lease or sublet the Demised  Premises in
whole or in part,  subject  to, in each  case,  the  prior  written  consent  of
Landlord  first had and received,  which  consent,  subject to the provisions of
this paragraph 21, shall not be unreasonably withheld or delayed.

          (b) Validity of  Assignment.  No  assignment of this Lease except upon
the consent of Landlord  shall have any  validity.  No  assignment of this Lease
shall relieve or release Tenant of and from any obligations of Tenant under this
Lease.  Any consent by Landlord under  paragraph 21(a) above shall apply only to
the specific  transaction  thereby  authorized and shall not relieve Tenant from
the  requirement  of  obtaining  the prior  written  consent of  Landlord to any
further  mortgage,  sale or assignment of this Lease.  If all or any part of the
Demised  Premises be sublet or occupied by anyone  other than  Tenant,  Landlord
may,  after default by Tenant,  collect  subrent from any and all  subtenants or
occupants  and apply the net amount  collected  to the net annual rent  reserved
herein,  but no such  collection  shall  be, or be deemed to be, a waiver of any
agreement,  term,  covenant  or  condition  of this Lease or the  acceptance  by
Landlord of any  subtenant  or  occupant as Tenant,  or a release of Tenant from
performance by Tenant of its obligations under this Lease.

          (c) Condition to Landlord's  Approval.  Tenant agrees and acknowledges
that  Landlord has agreed to lease the Premises to Tenant  pursuant to the terms
of this Lease based upon the financial net worth and  creditworthiness of Tenant
and that certain  provisions of this Lease may not adequately  protect  Landlord
and its  interest  in the  Demised  Premises  in the event of an  assignment  or
sublease. Accordingly, Tenant acknowledges and agrees that Landlord's consent to
any such assignment or sublease may be conditioned  upon the financial net worth
and creditworthiness of such assignee or sublessee and the agreement of such

<PAGE>

assignee or sublessee to certain  revisions to this Lease,  as may be reasonably
required by Landlord, including, without limitation,  revision to paragraph 6 to
provide for the monthly deposit of insurance premiums.

          22.      Options to Purchase and Right of First Refusal.

          (a)  First  Option.  Commencing  on  April  30,  2004  and  continuing
thereafter  through and  including  July 30, 2004 (the  "First  Option  Period")
Tenant shall have an option (the "First  Option") (which may not be severed from
this Lease or separately sold, assigned or otherwise  transferred),  to purchase
the  Demised  Premises.  The option may be  exercised  by Tenant,  if at all, by
written  notice  delivered to Landlord (the "First Option  Notice") on or before
October 31, 2003 stating  Tenant's intent to exercise its option and said notice
shall only be  effective  if it is  accompanied  by an earnest  money check made
payable to the order of Chicago Title Insurance Company (the "Title Company") in
the amount of  $100,000.00.  The option price (the "Option  Price") payable with
respect to the First Option shall be $3,500,000.00.

          (b) Second  Option.  Provided that Tenant has not exercised its option
to purchase set forth in subparagraphs  2(a) above,  Tenant shall have an option
(the "Second  Option")  (which may not be severed from this Lease or  separately
sold,  assigned or otherwise  transferred),  to purchase the Demised Premises on
April 30,  2008 (the  "Second  Option  Date").  The option may be  exercised  by
Tenant,  if at all, by written notice  delivered to Landlord (the "Second Option
Notice") on or before October 31, 2006 stating  Tenant's  intent to exercise its
option  and said  notice  shall only be  effective  if it is  accompanied  by an
earnest  money  check  made  payable  to the  Title  Company  in the  amount  of
$100,000.00. The Option Price payable with respect to the Second Option shall be
$3,500,000.00.

          (c) Additional Conditions to Exercise. Notwithstanding anything to the
contrary  contained  in this  paragraph  22, (i) Tenant shall not be entitled to
exercise any such option to purchase unless at the time of the exercise  thereof
this Lease  shall be in full  force and  effect and no uncured  Event of Default
shall exist  hereunder;  and (ii) Landlord  shall not be obligated to convey the
Demised Premises to Tenant unless on the date fixed for the delivery of the deed
(a) this Lease shall be in full force and effect and no uncured Event of Default
shall exist  hereunder;  and (b) Tenant shall have paid to Landlord all Rent and
other sums and charges due and/or accrued hereunder through such delivery date.

          (d) Earnest  Money.  The earnest money to be paid to the Title Company
in a strict joint order escrow account as provided in subparagraphs  (a) and (b)
set forth  above  shall be held by the Title  Company  in a strict  joint  order
escrow  account  to  secure  performance  of  Tenant's  obligation  to close the
purchase of the Demised  Premises and in the event that Tenant fails to close as
provided in subparagraph (e) below for any reason other than Landlord's  failure
to perform its  obligations  hereunder,  the earnest money shall be disbursed to
Landlord  and Landlord  may pursue such other  remedies for Tenant's  failure to
close, which are available to it at law or in equity. In the event that Landlord
fails to comply with its  obligations  as set forth in  subparagraph  (e) below,
then in such event, the earnest money shall be immediately returned to Tenant

<PAGE>

and Tenant shall have the right to pursue such other remedies available to it at
law or in equity.  The  earnest  money  shall bear  interest  for the benefit of
Tenant.

          (e)  Closing.  The deed  shall be  delivered  on the day  fixed in the
Option  Notice  (which  day shall be within  the First  Option  Period or on the
Second Option Date, as the case may be) at the downtown  office of Chicago Title
and Trust Company (the "Escrowee"). The deed shall be in the form of a trustee's
deed, in form proper for  recording,  and shall be sufficient to convey title to
the  Demised  Premises,  free and clear of all  mortgages  liens,  encumbrances,
restrictions,  easements  and other  defects in title  created by Landlord,  but
subject to the  exceptions  described  on Exhibit B and to all  Impositions  and
other  charges  payable  by  Tenant  hereunder   (collectively   the  "Permitted
Exceptions").  Landlord  shall  furnish,  not  less  than 30 days  prior  to the
Closing, a commitment for an ALTA Form B Owner's Title Insurance Policy,  issued
by Chicago  Title  Insurance  Company  (the  "Title  Insurer")  in the amount of
$3,500,000,  showing  title to the Demised  Premises to be in Landlord,  subject
only to: (i) title exceptions  pertaining to liens or encumbrances of a definite
or  ascertainable  amount  caused by or through the action of  Landlord  and not
payable by Tenant  hereunder,  which may be  removed by the  payment of money or
otherwise at closing and which  Landlord  shall remove at closing;  and (ii) the
Permitted  Exceptions.  At closing,  Landlord  shall cause such Title Insurer to
issue and  deliver to Tenant an ALTA Form B Owner's  Title  Insurance  Policy or
equivalent policy (or a marked commitment therefor),  insuring Tenant's title to
the Demised  Premises in the amount of $3,500,000,  subject only to the standard
exceptions contained in such policy and the Permitted Exceptions.  Rent shall be
prorated as of the closing date and Tenant  shall  receive a credit equal to the
amount held by Landlord in the  Imposition  account.  State and County  transfer
taxes shall be paid by Landlord.  Applicable local transfer taxes, if any, shall
be paid by the party designated in the ordinance  creating such tax. There shall
be no other prorations.  The transaction shall close through an escrow, the cost
of which  (including  "New York  Style" and other  similar  closing/escrow  fees
except  any  costs  associated  with  Tenant's   financing  of  its  acquisition
hereunder)  shall be divided equally  between them.  Payment of the Option Price
must be paid by wire transfer on the closing date.

          (f) Exchange.  At Landlord's  election,  by notice given to Tenant not
later than 15 days prior to Closing,  in lieu of Landlord  receiving  the Option
Price,  Landlord  shall  exchange  the Demised  Premises  for other  property of
like-kind and  qualifying use within the meaning of Section 1031 of the Internal
Revenue Code (the "IRC") and the regulations promulgated thereunder (as the same
may be amended from time to time) or pursuant to any other provisions of the IRC
hereinafter enacted, which provide for nonrecognition treatment for the exchange
of property.  Tenant shall take such actions as may be necessary or desirable to
effectuate such exchange, provided that in no event shall Tenant be obligated to
expend funds in connection with the acquisition of the exchange parcel nor incur
any personal liability with respect to such acquisition.

          (g) Right of First  Refusal.  During  the Term of this  Lease,  Tenant
shall  have a right of  first  refusal  to  purchase  the  Demised  Premises  in
accordance  with this  subparagraph  (g). In the event that Landlord  receives a
bona fide offer from a third party to purchase the Demised Premises, which

<PAGE>

Landlord  elects to  accept,  Landlord  shall  promptly  give to  Tenant  notice
("Landlord's Notice") thereof, which notice shall include a copy of the contract
entered into between  Landlord and such third party purchaser (the "Offer") and,
provided  that there is not then an existing  Event of Default  hereunder,  then
Tenant may elect to purchase the Demised  Premises in accordance  with the terms
of the Offer,  by  notifying  Landlord of such  election not later than ten (10)
days following Tenant's receipt of Landlord's Notice. In the event Tenant elects
to acquire the Demised  Premises in  accordance  with the terms set forth in the
Offer,  it shall  execute  a form  contract  therefor  in the form  tendered  by
Landlord,  which shall be identical to the Offer except with respect to the name
of the purchaser. In the event Tenant does not so notify Landlord within the ten
(10) day  period,  Landlord  may within 120 days  thereafter,  sell the  Demised
Premises  (subject to this Lease and the  provisions  of this  paragraph 22 with
respect to the First Option and the Second Option) in accordance  with the Offer
and Tenant's right of first refusal  hereunder  shall be null and void and of no
force and effect.  If Landlord does not sell the Demised Premises within the 120
day period,  then the terms and  conditions of this right of first refusal shall
again apply to a subsequent proposed sale of the Demised Premises.

          23.      Estoppel Certificates.

          (a) Tenant Estoppel Certificates.  Tenant agrees at any time from time
to time, upon not less than ten (10) days' prior notice by Landlord, to execute,
acknowledge and deliver, without charge, to Landlord or to any person designated
by  Landlord,  a  statement  in  writing  certifying  that:  (a)  this  Lease is
unmodified (or modified,  setting forth the  modification);  (b) that Tenant has
not received any notice of default or notice of termination  of this Lease;  (c)
that no Event of Default exists  hereunder;  (d) that Tenant,  to its knowledge,
has no claims or offsets against Landlord hereunder;  and (e) the dates to which
Basic Rent and Supplemental Rent payable by Tenant hereunder have been paid.

          (b) Landlord's Estoppel  Certificate.  Landlord agrees at any time and
from time to time, upon not less than ten (10) days' prior notice by Tenant,  to
execute,  acknowledge and deliver,  without charge,  to Tenant, or to any person
designated by Tenant, a statement in writing  certifying that: (a) this Lease is
unmodified  (or, if  modified,  setting  forth the  modifications);  (b) that no
notice  of  default  or  notice of  termination  of this  Lease has been sent by
Landlord; (c) that to Landlord's knowledge no Event of Default exists under this
Lease;  and (d) the date to which Basic Rent and  Supplemental  Rent  payable by
Tenant hereunder have been paid by Tenant.

          24.      Representation and Warranties.

          (a) Of Tenant. The Tenant warrants and represents as follows:

                    (i) This Lease  constitutes a valid,  binding  obligation of
          the Tenant,  enforceable  in accordance  with its terms and subject to
          the limitations set forth herein;

                    (ii) There are no actions,  suits or proceedings pending or,
          to the Tenant's knowledge, threatened against or affecting the Tenant,

<PAGE>

          at law or in equity, or before or by any governmental  agency,  which,
          if  adversely  determined,  would  impair the ability of the Tenant to
          perform its obligations hereunder;

                    (iii) Tenant is a  corporation,  duly  organized and validly
          existing  under  the  laws  of the  State  of  Delaware,  and  has all
          approvals  necessary  to  authorize  this  transaction  and the person
          executing  this Lease on behalf of Tenant is duly  authorized  to bind
          Tenant.

          (b) Of Landlord. The Landlord represents as follows:

                    (i) This Lease  constitutes a valid,  binding  obligation of
          Landlord,  enforceable in accordance with its terms and subject to the
          limitations set forth herein;

                    (ii) There are no actions,  suits or proceedings pending or,
          to the Landlord's knowledge, threatened against or affecting the Trust
          or  the  Beneficiary,  at  law  or in  equity,  or  before  or by  any
          governmental agency, which, if adversely determined,  would impair the
          ability of either of them to perform their obligations hereunder; and

                    (iii) The Trust is an Illinois land trust,  validly existing
          under  the  laws of the  State  of  Illinois,  and  has all  approvals
          necessary to authorize this  transaction and the person executing this
          Lease on behalf of Landlord is duly authorized to bind Landlord.

                    (iv)  Beneficiary is the sole  beneficiary of the Trust with
          full power of direction with respect thereto.

          25.      Default Provisions.

          (a) Events of Default. Each of the following shall constitute an event
of default ("Event of Default") hereunder:

                    (i) if Tenant fails to pay any  installment  of Rent payable
          under this Lease or any part  thereof  within five (5) days  following
          written  notice from  Landlord that the same shall have become due and
          payable  (Landlord need not give more than two (2) such notices in any
          Lease Year. If Landlord  gives two notices in any Lease Year, it shall
          be an Event of  Default  without  notice  if  Tenant  fails to pay any
          subsequent  installment  of Rent due during such Lease Year within ten
          (10) days following its due date); or

                    (ii) if Tenant fails to perform,  observe or comply with any
          of the  provisions  contained  in this Lease other than the payment of
          Rent and such failure shall  continue for a period of thirty (30) days
          after  notice  thereof from  Landlord to Tenant,  or, in the case of a
          default or a  contingency  which is  susceptible  of being cured which
          cannot with due  diligence  be cured within such period of thirty (30)
          days,  Tenant  fails to  proceed  with  all due  diligence  (it  being
          intended that in connection with a default  susceptible of being cured
          but which  cannot with due  diligence  be cured  within such period of
          thirty (30) days that the time of Tenant within which to cure the same
          shall be extended for such period (not to exceed  thirty (30) days) as
          may  be  necessary  to  complete  the  curing  thereof  with  all  due
          diligence); or
<PAGE>

                    (iii) if any  representation or warranty of Tenant contained
          herein is untrue as of the date hereof; or

                    (iv) if Tenant or any person succeeding to the right,  title
          and interest of Tenant hereunder,  shall file a voluntary  petition in
          bankruptcy  or shall be  adjudicated  a bankrupt or insolvent or shall
          file any petition or answer seeking any  reorganization,  arrangement,
          recapitalization,  readjustment,  liquidation,  dissolution or similar
          relief  under any  present or future  Federal  Bankruptcy  Code or any
          other present or future  applicable Law  ("Bankruptcy  Law"), or shall
          seek  or  consent  to or  acquiesce  in  the  appointment  of  or  any
          substantial  part of its  properties  or of  Tenant's  interest in the
          Property, or any portion thereof or interest therein, or shall make an
          assignment for the benefit of creditors, or shall admit in writing its
          inability to pay its debts  generally  as the same due  (collectively,
          "Acts of Bankruptcy"); or, if within 90 days after the commencement of
          any proceeding against Tenant seeking any reorganization, arrangement,
          recapitalization,  readjustment,  liquidation,  dissolution or similar
          relief under any Bankruptcy Law, such proceedings  shall not have been
          dismissed,  or if, within 60 days after the  appointment,  without the
          consent  or  acquiescence  of  Tenant,  of any  trustee,  receiver  or
          liquidator  of  Tenant,  or of  all  or any  substantial  part  of its
          properties  or of Tenant's  interest in the  Property,  or any portion
          thereof or  interest  therein,  such  appointment  shall not have been
          vacated or stayed on appeal or otherwise,  or within 60 days after the
          expiration  of any such  stay  such  appointment  shall  not have been
          vacated, or if within 60 days after the levying or fixing of any order
          or writ of  execution,  warrant,  attachment  or  garnishment  against
          Tenant's interest in the Property,  or any portion thereof or interest
          therein, or against any Debtor, such order or writ shall not have been
          discharged,  vacated or stayed on appeal,  or within 60 days after the
          expiration  of any such  stay,  such order or writ shall not have been
          discharged.

          (b) Notice of Termination.  Upon the occurrence of any Event or Events
of Default, Landlord at any time thereafter (but prior to the curing of all such
Events of Default) may give notice to Tenant  specifying such Event or Events of
Default and stating that this Lease and the Term shall  expire and  terminate on
the date specified in such Notice, and on the date specified in such Notice this
Lease and the Term hereof  shall  expire and  terminate  with the same force and
effect as though the date so specified were the date herein  originally fixed as
the Termination Date, and all rights of Tenant under this Lease shall expire and
terminate but Tenant shall remain liable as hereinafter provided.

          (c) Rights Upon Default.  Notwithstanding  the occurrence of any Event
of Default,  Landlord may, by written notice to Tenant, terminate Tenant's right
to possession  only, in which event this Lease shall  continue in full force and
effect. Upon such notice, Landlord may enter the Demised Premises and re-let the
Demised  Premises or any part  thereof,  for  Tenant's  account,  in the name of
Landlord or otherwise, for such term or terms (which may be greater or less than

<PAGE>

the period  which  would  otherwise  have  constituted  the  balance of the Term
hereof) and on such conditions  (which may include  concessions or free rent) as
Landlord,  in its  reasonable  discretion,  may  determine,  and may collect and
receive the rent therefor.  Landlord shall use reasonable  efforts to, but in no
way be responsible  or liable for any failure to re-let the Demised  Premises or
any part  thereof,  or for any  failure  to  collect  any rent due upon any such
re-letting.  Tenant shall be  immediately  liable to Landlord for, and shall pay
Landlord upon demand, an amount equal to all of reasonable  Landlord's  expenses
in connection with such re-letting,  including all repossession costs, brokerage
and management commissions, operating expenses, legal expenses, attorney's fees,
reasonable  alteration  costs and expenses of preparation  for such  re-letting.
Tenant  shall also pay to  Landlord  monthly on the days on which  Basic Rent is
payable  under  this  Lease the  amount of Basic  Rent,  and  Supplemental  Rent
otherwise  payable under this Lease,  less the  proceeds,  if any, of re-letting
effected  pursuant to the provisions hereof  ("Deficiency" or collectively,  the
"Deficiencies").  Landlord shall be entitled to recover from Tenant each monthly
Deficiency as the same shall arise or shall have the right to accumulate monthly
Deficiencies  and sue to  recover  the same  from time to time as  Landlord  may
determine.  No act by Landlord  allowed by this paragraph  shall  terminate this
Lease unless  Landlord  notifies  Tenant that Landlord  elects to terminate this
Lease.

          (d) Surrender of Demised  Premises.  Upon any expiration of this Lease
pursuant to the terms  hereof,  or by or  resulting  from  summary  proceedings,
re-entry or  otherwise,  or if Landlord  elects to terminate  Tenant's  right to
possession  only  without a  termination  of this Lease,  Tenant  shall quit and
peaceably  surrender  the  Demised  Premises  to  Landlord  without  any payment
therefor  by  Landlord.  Landlord,  in  addition  to all other  remedies  herein
reserved to it, upon or at any time after such expiration  may,  without further
notice, enter upon and re-enter the Demised Premises,  and possess and repossess
itself thereof by summary proceedings, ejectment or otherwise (except by force),
and may dispossess and remove Tenant and all other persons and property from the
Property, and may have, hold and enjoy the Property and the right to receive all
income of and from the same.

          (e) Tenant's  Liability.  No termination of this Lease pursuant to the
terms hereof,  or by or resulting  from summary  proceedings  or  otherwise,  or
termination  of Tenant's right to possession  only,  shall relieve Tenant of its
liability and obligations  under this Lease,  and such liability and obligations
shall survive any such termination.

          (f) No Waiver. No failure by Landlord and/or Tenant to insist upon the
strict  performance  by the other of any  provision of this Lease or to exercise
any right or remedy consequent upon a breach thereof,  and no acceptance of full
or partial rent during the continuance of any breach,  shall constitute a waiver
of any such breach or such provision. No provision of this Lease to be performed
or  complied  with by either  party,  and no breach  thereof,  shall be  waived,
altered or modified except by a written instrument  executed by the other party.
No waiver of any breach  shall  affect or alter this  Lease,  but each and every
provision of this Lease shall  continue in full force and effect with respect to
any other then existing or subsequent  breach thereof.  Each right and remedy of
either  party  provided  for in this Lease shall be  cumulative  and shall be in
addition to every other right or remedy provided for in this Lease or now or

<PAGE>

hereafter existing at Law, in equity or otherwise, and the exercise or beginning
of the  exercise  by either  party of any one or more of the rights or  remedies
provided  for in this Lease or now or  hereafter  existing  at Law, in equity or
otherwise shall not preclude the simultaneous or later exercise by such party of
any or all  other  rights  or  remedies  provided  for in this  Lease  or now or
hereafter existing at Law, in equity or otherwise.

          26.      Landlord's Default.

          Landlord  shall not be deemed to be in default under this Lease unless
(a) Tenant has given notice to Landlord specifying the default claimed,  and (b)
Landlord has failed for five (5) days to cure any such monetary  default  and/or
failed  for 30 days (or for  such  longer  period  as may be  required  with the
exercise of due diligence) to cure any such non-monetary default, if curable, or
to institute and diligently pursue reasonable corrective or ameliorative efforts
towards a non-curable default.

          27.      Notices.

          All  notices,  requests,   demands,  consents,   approvals  and  other
communications  which may or are required to be served or given  hereunder shall
be in writing and shall be sent by personal  delivery,  certified  mail,  return
receipt requested,  postage prepaid,  or by Federal Express or similar overnight
courier  service,  with a copy sent by certified  mail as above,  in either case
addressed to the party to receive such notice at such party's  address set forth
below:

         If to Landlord:                    Feldco Patio Room, Inc.
                                            7540 W. Irving Park Road
                                            Norridge, Illinois 60634
                                            Attn.:   Bernard H. Feld

         with a copy to:                    Sachnoff & Weaver, Ltd.
                                            30 S. Wacker Drive,
                                            Suite 2900
                                            Chicago, Illinois 60606
                                            Attn.:   Abraham J. Stern, Esq.

         If to Tenant:                      Stimsonite Corporation
                                            7542 N. Natchez Avenue
                                            Niles, Illinois 60714
                                            Attn.: President

         with a copy to:                    Jones Day Reavis & Pogue
                                            77 W. Wacker Drive
                                            Chicago, Illinois 60601
                                            Attn.: Timothy J. Melton
<PAGE>

          Either  party may, by notice,  change its  address for all  subsequent
notices.

          Notices  shall be deemed given (i) upon  personal  delivery,  (ii) the
third business day following the date when the same is mailed in accordance with
the other provisions  hereof, or (iii) the first business day following the date
when the same is sent by Federal  Express  or other  similar  overnight  courier
service.

          28.      Subordination to Mortgage.

          Provided   that   Tenant   has   received  a   reasonably   acceptable
non-disturbance  agreement from each Mortgagee (as hereinafter defined),  Tenant
covenants  that the rights and  interest of Tenant under this Lease are and will
remain  subject  and  subordinate  to each and  every  mortgage  that may now or
hereafter  encumber the Property or any part  thereof,  and to any advances made
thereunder,   and  to  the  interest  thereon,  and  all  increases,   renewals,
modifications, extensions, and replacements thereof (collectively referred to as
the  "Mortgage"  which are used  herein  also  includes  a deed of trust and the
holder of which is  referred  to as  "Mortgagee").  The rights and  interest  of
Tenant  under this Lease  shall be deemed to be  subordinate  to the lien of any
Mortgage dated prior to the date of this Lease. The foregoing is  self-operative
and no further  instrument of  subordination  or  attornment  is  necessary.  If
Landlord at any time after the date hereof  decides to place a Mortgage  against
the  Premises,  Tenant,  within  ten  (10)  days  following  Landlord's  request
therefor,  shall  execute  and  deliver  a  subordination,   nondisturbance  and
attornment  agreement  with  such  Mortgagee  in  the  form  delivered  by  such
Mortgagee. If Mortgagee or any purchaser of a foreclosure sale acquires title to
the Property,  at such party's election,  Tenant will be bound to such Mortgagee
or purchaser under all the terms and conditions of this Lease,  and Tenant shall
attorn to such Mortgagee or purchaser as Landlord's successor in interest.

          Notwithstanding the foregoing,  should Mortgagee or any purchaser at a
foreclosure  sale request that this Lease and Tenant's rights  hereunder be made
superior, rather than subordinate, to the Mortgage, then Tenant, within ten (10)
days after written request, will execute and deliver without charge an agreement
acknowledging  the  superiority of such Lease, on such form as may be acceptable
to Mortgagee or such purchaser.

          29.      Quiet Enjoyment.

          Landlord  covenants  that  Tenant,  upon  paying  all  Rent as  herein
provided for and upon  observing and keeping all provisions of this Lease on its
part to be observed and kept, shall quietly have and enjoy the Demised Premises,
during  the Term of this  Lease,  without  hindrance  or  molestation  by anyone
claiming by, through or under Landlord,  subject,  however, to the provisions of
this Lease.

          30.      Landlord's Right to Perform Tenant's Covenants.

         If Tenant at any time fails to pay any  Imposition in  accordance  with
the provisions hereof, or to take out, pay for, maintain or deliver any of the

<PAGE>

insurance  policies provided for herein, or shall fail to make any other payment
or perform  any other act on its part to be made or  performed  hereunder,  then
Landlord, after 15 day's notice to Tenant, except when other notice is expressly
provided for in this Lease,  in which event  notice  shall be the shortest  time
provided for herein (or without notice in case of an emergency, including in the
case of failure to maintain insurance),  and without waiving or releasing Tenant
from any obligation of Tenant  contained in this Lease,  may (but shall be under
no  obligation  to):  pay any  Imposition  payable  by  Tenant  pursuant  to the
provisions  hereof;  or take  out,  pay for and  maintain  any of the  insurance
policies  provided for herein;  or make any other payments or perform any act on
Tenant's  part to be made or performed as provided in this Lease;  and may enter
upon the Property  for any such purpose and take all such action  thereon as may
be necessary therefor.

          31.      No Waste.

         Tenant  shall not do or suffer  any waste or damage,  disfigurement  or
injury to the Property or any part thereof.

          32.      Captions; Construction; Gender and Number.

          (a)  Captions.  The  captions  and table of contents in this Lease are
inserted  only as a matter of  convenience  and for  reference,  and are not and
shall not be deemed to be part of this Lease; nor do the same in any way define,
limit,  enlarge or  describe  the scope or intent of this  Lease or affect  this
Lease or the interpretation or construction of any provision hereof.

          (b) Gender.  This Lease shall be so construed that whenever applicable
with  reference to any of the parties  hereto,  the use of the  singular  number
shall include the plural number,  the use of the plural number shall include the
singular number,  and the use of the feminine,  masculine or neuter gender shall
include the other genders.

          33.      Entire Agreement; Amendments.

          This Lease and the documents, instruments, certificates and agreements
referred to herein  embody the entire  agreement and  understanding  between the
parties  hereto  pertaining  to the subject  matter  hereof,  and any  executory
agreement hereafter made shall be ineffective to change,  modify or discharge it
in whole or in part unless such executory  agreement is in writing and signed by
the party against which enforcement of such change, modification or discharge is
sought. This Lease cannot be changed or terminated orally.

          34.      Successors and Assigns.

          The  Provisions  of this Lease  shall bind and inure to the benefit of
Landlord  and Tenant and,  except as  otherwise  provided  in this Lease,  their
respective legal representatives, successors and assigns.


<PAGE>

          35.      Applicable Law.

          This Lease and the Provisions  contained herein shall be construed and
enforced in accordance with, and governed by, the laws of the State of Illinois.

          36.      Counterparts.

          This  Lease may be  executed  in any number of  counterparts,  each of
which shall be deemed to be an original  and all of which taken  together  shall
constitute but one and the same instrument.

          37.      No Rent Abatement.

          Except as  otherwise  expressly  provided  herein,  there  shall be no
abatement,  diminution  or  reduction  of rent,  charges  or other  compensation
claimed  by or allowed to  Tenant,  or any person  claiming  under it, nor shall
there be abatement or  diminution or reduction of the  performance  of the other
obligations by Tenant hereunder under any circumstances.

          38.      Legal Fees.

          In the event that  either  party  retains an  attorney  to enforce the
provisions of this Lease or in the event of any litigation  arising  pursuant to
the terms  hereof,  the  prevailing  party shall be entitled to recover from the
other party  reasonable  attorney's  fees and costs of such  enforcement  and/or
litigation incurred by the prevailing party.

          39.      Brokers.

          Each party hereby each  represents  to the other that it has not dealt
with any broker or finder with respect to the transactions  contemplated  hereby
and each party hereby agrees to indemnify  and hold the other  harmless from and
against any claim for  brokerage  commissions  or finder's fees or other similar
fees  asserted on any person,  firm or  corporation  with  respect to this Lease
transaction claiming by, through or under such party.

          40.      Security Deposit.

          To secure the prompt and  faithful  performance  by Tenant of each and
every  term,  covenant  and  condition  to be  performed  or  observed by Tenant
hereunder,   including,  but  without  limitation,  such  terms,  covenants  and
conditions in this Lease which become  applicable  upon the  termination of this
Lease or Tenant's  right to  possession  of the Demised  Premises,  Tenant shall
deposit  on or  before  April 1,  1998,  a  security  deposit  in the  amount of
$55,250.00 (the "Security  Deposit").  This Security Deposit shall be subject to
the following terms and conditions:

          (a) that such  Security  Deposit  or any part or portion  thereof  not
previously applied, or, from time to time, such one or more parts or portions

<PAGE>

thereof,  may be  applied  to the  curing of any  default  that may then  exist,
without  prejudice  to any other remedy or remedies  which  Landlord may have on
account thereof, and upon such application,  Tenant shall pay Landlord on demand
the amount so applied  which shall be added to the Security  Deposit so the same
may be restored to its original amount;

          (b) that should the Demised  Premises  be  conveyed by  Landlord,  the
deposit or any portion  thereof not  previously  applied shall be turned over or
credited to  Landlord's  grantee,  and if the same be turned over or credited to
Landlord's  grantee,  Tenant hereby releases Landlord from any and all liability
with respect to the  Security  Deposit  and/or its  application  or return,  and
Tenant agrees to look to such grantee for such application or return;

          (c) provided  Landlord has delivered or credited the Security  Deposit
to the grantee as provided in subsection (b), that neither Landlord,  the Trust,
Beneficiary or any partners of Beneficiary shall have any responsibilities  with
respect to the  Security  Deposit  and Tenant  shall  look  exclusively  to such
grantee,  or its successors  pursuant to subsection (b) hereof for return of the
Security Deposit upon the expiration of this Lease;

          (d) that no interest shall accrue on the Security Deposit; and

          (e) that if Tenant shall faithfully fulfill, keep, perform and observe
all of Tenant's obligations, covenants, conditions and agreements hereunder, the
Security Deposit or the part or portion thereof not previously applied, shall be
returned by Landlord to Tenant  without  interest no later than thirty (30) days
after the later of (i) the  expiration  of the Term, or any renewal or extension
thereof, or (ii) the final adjustment of all Supplemental Rent and other charges
and  expenses  which  Tenant is  obligated  to pay pursuant to the terms of this
Lease,  provided  Tenant  has  vacated  the  Demised  Premises  and  surrendered
possession thereof to Landlord at the expiration of the Term or any extension or
renewal thereof as provided herein.

          41.      Exculpation.

          This Lease is  executed  by First  Bank  National  Association,  f/k/a
National Boulevard Bank of Chicago,  not personally but as trustee as aforesaid,
in the exercise of the power and  authority  conferred  upon and vested in it as
such trustee.  It is expressly  understood and agreed that nothing in this Lease
contained shall be construed as creating any liability  whatsoever  against said
trustee,  and in particular  without  limiting the  generality of the foregoing,
there shall be no personal liability to pay any indebtedness  accruing hereunder
or to perform any covenant,  either express or implied,  herein contained, or to
keep,  preserve or sequester  any property of said Trust,  and that all personal
liability of said trustee of every sort, if any, is hereby  expressly  waived by
Tenant,  and by every  person now or  hereafter  claiming  any right or security
hereunder,  and that so far as the parties hereto are concerned the owner of any
indebtedness  or  liability  accruing  hereunder  shall look solely to the Trust
Estate from time to time subject to the  provisions  of the Trust  Agreement for
payment thereof. Tenant shall have no right of set-off and/or recoupment

<PAGE>

hereunder unless and until Tenant obtains a final judgment against Landlord, and
such judgment is either, due to the court rendering such judgment,  or the terms
of applicable law, unappealable by Landlord and/or Landlord fails to appeal such
judgment within the applicable time for such appeal, in which event Tenant shall
be  entitled  to offset,  dollar for  dollar,  against  the Rent due and payable
hereunder, the amount of such judgment.

          42.      Limitation of Liability.

          Anything contained herein to the contrary notwithstanding, there shall
be  no  personal  liability  on  persons,   firms  or  entities  who  constitute
Beneficiary  with  respect  to any  of  the  terms,  covenants,  conditions  and
provisions  of this Lease and Tenant  shall look  solely to the  interest of the
parties comprising Landlord, and their respective successors and assigns, in the
Trust and the Demised  Premises for the satisfaction of each and every remedy of
Tenant in the event of  default  by  Landlord  hereunder;  such  exculpation  of
personal liability is absolute and without any exception whatsoever.

<PAGE>

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
instrument as of the date and year first above written.

TENANT:                          LANDLORD:

Stimsonite Corporation, a        First Bank National Association, f/k/a National
Delaware corporation             Boulevard Bank of Chicago, not individually,
                                 but as Trustee under Trust Agreement dated
                                 December 24, 1969 and known as Trust No. 2960


By:___________________________   By:______________________________
Title:________________________   Title: __________________________
Attest:_______________________   Attest:__________________________
Title:________________________   Title:___________________________


                                 Feld Family Limited Partnership, an Illinois
                               limited partnership


                                 By:______________________________
                                     Bernard Feld, its general partner

<PAGE>

                              Schedule of Exhibits

Exhibit "A"                                 Legal Description
Exhibit "B"                                 Permitted Exceptions


<PAGE>

                                    EXHIBIT A
                                LEGAL DESCRIPTION


Parcel 1:

The North 391.455 feet (measured  perpendicularly)  of that part of the North 30
Acres of the East  Half of the  Southeast  Fractional  Quarter  of  Section  30,
Township 41 North, Range 13, East of the Third Principal Meridian, lying East of
the line 125 feet (measured  perpendicularly) West of and parallel with the East
Line of the West 10 Acres of said  North 30 Acres and  lying  West of a line 316
Feet (measured  perpendicularly) West of and parallel with the East Line of said
Southeast Fractional Quarter; and

Parcel 2:

Easement  for the  benefit  of  Parcel I as  created  by the Deed  from J.  Emil
Anderson & Son, Inc. to Bernard H. Feld,  dated September 16, 1963, and recorded
September 18, 1963, as Document Number 1816758,  for ingress and egress over the
North 358.628 Feet of the  following  described  tract:  The West 66 Feet of the
East 316 Feet (both  measured  perpendicularly  to the East Line thereof) of the
East 20 Acres of the North 30 Acres of the East Half of the Southeast Fractional
Quarter of Section 30, Township 41 North,  Range 13, East of the Third Principal
Meridian (excepting from the above-described  premises the North 33 Feet and the
South 10 Feet thereof) all in Cook County, Illinois.

Common Address:   6565 West Howard Street
                  Niles, Illinois

No.: 10-30-401-018

<PAGE>

                                    EXHIBIT B
                              PERMITTED EXCEPTIONS


1.   ACTS DONE OR SUFFERED BY, THROUGH OR UNDER TENANT.

2.   GRANT MADE BY J. EMIL  ANDERSON AND SON,  INC. TO THE  COMMONWEALTH  EDISON
     COMPANY AND THE ILLINOIS BELL TELEPHONE  COMPANY  RECORDED OCTOBER 26, 1962
     AS  DOCUMENT  18628874  GRANTING  THE RIGHT TO  INSTALL  AND  MAINTAIN  ALL
     EQUIPMENT  FOR THE  PURPOSE OF  SERVING  THE LAND AND OTHER  PROPERTY  WITH
     TELEPHONE  AND  ELECTRIC  SERVICE,  WITH RIGHT OF ACCESS  THERETO IN, UPON,
     UNDER  AND  ALONG  THE WEST 5 FEET OF THE LAND  (EXCEPT  THE SOUTH 200 FEET
     THEREOF).

3.   COVENANTS AND RESTRICTIONS CONTAINED IN DEED FROM J. EMIL ANDERSON AND SON,
     INC. TO BERNARD H. FELD DATED SEPTEMBER 16, 1963 AND RECORDED SEPTEMBER 18,
     1963 AS  DOCUMENT  18916758  RELATING  TO  LOCATION  OF  PARKING  AREAS AND
     LOCATION AND  CONSTRUCTION  OF  BUILDINGS TO BE ERECTED ON THE LAND.  NOTE:
     SAID  INSTRUMENT  CONTAINS NO PROVISION FOR A FORFEITURE OF OR REVERSION OF
     TITLE IN CASE OF BREACH OF CONDITION.

4.   EASEMENT  RESERVED IN DEED FROM J. EMIL ANDERSON AND SON INC. TO BERNARD H.
     FELD DATED  SEPTEMBER 16, 1963 AND RECORDED  SEPTEMBER 18, 1963 AS DOCUMENT
     18916758 TO ERECT, REPLACE,  CONSTRUCT,  ALTER,  MAINTAIN CONDUITS,  MAINS,
     PIPES,  WIRES OR OTHER  CONDUCTORS  FOR CARRYING OR CONVEYING  ELECTRICITY,
     GAS, WATER OR OTHER  UTILITIES ON, OVER,  UNDER AND ALONG THE SOUTH 15 FEET
     OF THE  NORTH 48 FEET,  THE EAST 15 FEET,  THE WEST 5 FEET AND THE  SOUTH 5
     FEET OF THE LAND.

5.   VIOLATION  OF BUILDING  SET BACK LINE SET FORTH IN  INSTRUMENT  RECORDED AS
     DOCUMENT 18916758,  AND NOTED AT EXCEPTION NUMBER 3 ABOVE AT THE SOUTH EAST
     CORNER OF THE ONE  STORY  BRICK  BUILDING,  OVER THE SOUTH SET BACK LINE BY
     0.09 FEET.