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                                                                  EXHIBIT 10.56


                                LEASE AGREEMENT

         THIS LEASE AGREEMENT ("Lease") is entered into as of the 24th day of
February, 2003, by and between NORCO, INC., a Connecticut corporation
(hereinafter called "Landlord"), whose address for purposes hereof is 700
Liberty Avenue, Union, NJ 07083, and Marathon Power Technologies Company, a
Delaware corporation (hereinafter called "Tenant"), whose address for purposes
hereof is 8301 Imperial Drive, TX 76712.

         1.       DEFINITIONS.

         (a)      "Basic Rental": Those amounts set forth on the Basic Rental
Schedule, attached hereto and made a part hereof for all purposes as Exhibit A.

         (b)      "Commencement Date": February 24, 2003.

         (c)      "Lease Term": The initial term (the "Initial Term") shall be
the period commencing on the Commencement Date and continuing for one (1) year.
In the event Tenant does not agree to purchase the Premises pursuant to the
Purchase Option (as defined herein), then upon the conclusion of the Initial
Term, the Lease Term shall be immediately extended for an additional six (6)
months (the "Extended Term"), after which time this Lease shall terminate
automatically. All the same terms and conditions of this Lease that apply
during the Initial Term shall apply during the Extended Term.

         (d)      "Permitted Use": Industrial manufacturing, machining,
stamping, fabricating, general office, distribution, sales and related uses
thereto, including, without limitation, the activities conducted on the
Premises on the date hereof.

         (e)      "Premises": The land and buildings generally outlined on
Exhibit B attached hereto and made a part hereof, consisting of approximately
19.647 acres and approximately 855,823 rentable square feet, commonly known as
139 Ethan Allen Highway, Ridgefield, Connecticut.

         2.       LEASE GRANT.

         Landlord does hereby lease, demise and let unto Tenant the Premises
commencing on the Commencement Date and ending on the last day of the Lease
Term, unless this Lease is sooner terminated or extended as herein provided.

         3.       RENT.

         (a)      In consideration of this Lease, Tenant promises and agrees to
pay Landlord the Basic Rental for each month of the Lease Term without
deduction or set off. One full monthly installment shall be payable by Tenant
to Landlord contemporaneously with the execution of this Lease, and a like
monthly installment of the Basic Rental as provided for in Exhibit A shall be
due and payable without demand beginning on the first day of the calendar month
following the expiration of the initial partial calendar month of the Lease
Term; and continuing thereafter on or before the first day of each succeeding
calendar month during the Lease Term. In the event any monthly installment of
the Basic Rental, or any other sums which become owing by Tenant to


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Landlord under the provisions hereof are not received within ten business (10)
days after the due date thereof (without in any way implying Landlord's consent
to such late payment), Tenant, to the extent permitted by law, agrees to pay,
in addition to said monthly installment of the Basic Rental or such other sums
owed, a late payment charge equal to two percent (2%) of the monthly
installment of the Basic Rental or such other sums owed.

         4.       TAXES AND ASSESSMENTS.

         (a)      Tenant agrees to pay all Taxes (as hereinafter defined)
assessed against the Premises during the Lease Term and a pro rata portion of
any installments of Taxes in the years in which the Commencement Date and
expiration date of this Lease occur, such pro rata share to be determined as of
the Commencement Date and expiration date in accordance with the customary
method of prorating real estate taxes of the taxing district in which the
Premises are situated. Tenant shall not be obligated to pay any installment of
any special assessment that may be assessed, levied or confirmed during the
Lease Term, but does not fall due and is not required to be paid until after
the expiration of this Lease, except for a pro rata share of the installments
of any Taxes becoming payable following the expiration of this Lease and
applicable to a period falling within the Lease Term and unless Tenant
exercises the Purchase Option. Any and all taxes assessed against Personal
Property, as defined below, shall be the responsibility of Tenant.

         (b)      As used in this Lease, the term "Taxes" means all taxes,
assessments and levies (but specifically excluding any costs or charges in
connection with environmental claims for which Landlord is responsible under
the Asset Purchase Agreement), whether general or special, ordinary or
extraordinary, of every nature or kind whatsoever that may be taxed, charged,
assessed, levied or imposed at any time during the Lease Term by any
governmental authority upon or against (i) the Premises or, (ii) this Lease or
the leasehold estate created by this Lease. Notwithstanding, Tenant shall not
be required to pay any franchise, estate, inheritance, transfer, income or
similar tax imposed on Landlord.

         (c)      Tenant shall pay the Taxes prior to delinquency, provided
Landlord furnishes Tenant copies of any bills pertaining to such Taxes at least
20 business days prior to the Taxes becoming delinquent. Proof of payment shall
be delivered promptly to Landlord. If Tenant fails to pay any Taxes by the due
date, then, in addition to any other remedy of Landlord, Landlord may (but
shall not be obligated to) pay the same plus any penalties or interest, and
Tenant shall reimburse Landlord for all amounts so paid within ten (10) days
after Landlord notifies Tenant of the payment, with interest as provided in
Section 3 of this Lease. In no event shall Tenant be liable for any penalties
or interest if Landlord fails to provide Tenant with copies of Tax bills at
least 20 business days prior to the Tax becoming delinquent

         5.       UTILITIES.

         Tenant shall pay, when due, all charges, assessments and fees for all
utilities used or consumed on the Premises solely by Tenant, including,
electricity, gas, water, sewer, cable, fiber optics, telephone and trash
collection.

         6.       OPERATING EXPENSES.


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         Except as otherwise provided in this Lease, Tenant will be responsible
for and pay for all operating expenses with respect to the maintenance, repair
and operation of the Premises and all improvements thereon, including but not
limited to, Insurance (as hereinafter defined), Taxes, snow removal, janitorial
and trash services, parking lot maintenance, lawn and landscape maintenance and
all other maintenance and repairs to any and all portions of the Premises,
excluding any damage caused by Landlord or its agents and employees. Such
maintenance, repair and replacement shall be done in a good and workmanlike
manner, with materials of a quality at least equal to that which exists as of
the Commencement Date. Subject to the obligations of Landlord or provided
herein, Tenant shall keep the Premises in a neat and good condition, ordinary
wear and tear excepted.

         INSURANCE.

         (a)      During the Lease Term, Tenant shall cause the Premises and
any other improvements located thereon to be insured for the full replacement
value thereof against the hazards covered by the standard policy of all risks
or special peril insurance. In addition, Tenant shall obtain plate glass,
boiler and machinery, flood, worker's compensation, business interruption and
other insurance reasonably requested by Landlord (the "Required Insurance").
Landlord shall also be named as an additional insured on the Commercial General
Liability policy of Tenant and as an additional insured and loss payee on all
property and casualty coverages required of Tenant herein. The Required
Insurance shall be written by companies authorized to do insurance business in
the State of Connecticut and reasonably satisfactory to Landlord and in amounts
reasonably satisfactory to Landlord.

         (b)      Liability Insurance. Tenant agrees to carry Commercial
General Liability insurance against claims for bodily injury, death or property
damage covering the Premises and adjoining streets and sidewalks and providing
coverage with maximum limits of liability of not less than $1,000,000.00 for
personal injury or death and property damage in anyone occurrence,
$3,000,000.00 in the aggregate per policy year, naming Landlord as additional
insured.

         (c)      Worker's Compensation. Tenant agrees to carry Worker's
Compensation insurance at not less than the minimum statutory amount.

         (d)      Personal Property. Tenant shall bear the risk of all loss of
contents contained on the Premises, including but not limited to all goods,
inventory, products, property or equipment owned or belonging to Tenant or
which is or may be used, consumed, or stored on the Premises ("Personal
Property") and shall defend, indemnify and hold harmless Landlord related to
such loss.

         (e)      Cancellation. All policies of insurance evidencing the
coverage required by this Section 7 (collectively, "Insurance") shall contain a
provision that thirty (30) days prior written notice will be provided to both
Landlord and Tenant in the event of cancellation, non-renewal or material
change in the insurance coverage, and that any loss otherwise payable under the
insurance policy shall be payable notwithstanding any act or negligence of
Landlord or Tenant that might, absent such agreement, result in a forfeiture of
all or part of the insurance proceeds.


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         (f)      Certificate of Insurance. Tenant shall furnish to Landlord,
prior to the Commencement Date and thereafter upon Landlord's request, not to
exceed one request per each six (6) month period of the Lease Term, policies or
certificates evidencing such coverage.

         (g)      Tenant Failure. If Tenant fails to effect, maintain or renew
any Insurance, or to pay the premiums for the same, or to deliver to Landlord
any required certificates, then, in addition to any other remedy available to
Landlord, Landlord may (but shall not be obligated to), upon five (5) days
prior written notice to Tenant, procure such insurance. Tenant shall reimburse
Landlord for all amounts so paid within ten (10) days after Landlord notifies
Tenant of any such payment.

         (h)      Blanket Coverage. Tenant may maintain the coverages required
by this Section under blanket policies covering the Premises and other
locations owned or operated by the Tenant or an affiliate of the Tenant if the
terms of such blanket policies otherwise comply with the provisions of this
Section and contain specific coverage allocations in respect of the Premises
complying with the provisions of this Section.

         7.       LANDLORD'S REPRESENTATIONS AND WARRANTIES.

         Landlord warrants and represents to Tenant that:

         (a)      Landlord has full right and power to execute and perform this
Lease and to grant the estate demised herein and that Tenant, on payment of the
Rent and performance of the covenants and agreements hereof, shall peaceably
and quietly have, hold and enjoy the Premises.

         (b)      Landlord owns fee simple title to the Property, free and
clear of any liens, encumbrances, restrictions and violations (or claims or
notices thereof), except as set forth on Exhibit C attached hereto and
incorporated herein.

         8.       USE.

         Tenant shall use the Premises only for the Permitted Use. Tenant will
not occupy or use the Premises, or permit any portion of the Premises to be
occupied or used, for any business or purpose other than the Permitted Use or
for any use or purpose which is unlawful in part or in whole.

         9.       ENVIRONMENTAL.

         (a)      Environmental Indemnification by Landlord. Landlord shall
indemnify, defend and save harmless Tenant and its current and former officers,
shareholders, employees administrators, predecessors, successors and assigns,
personally and in their corporate capacity and any related entities,
subsidiaries, parents, holding, related or affiliated companies or corporations
and their respective current and former directors, shareholders, officers,
employees, administrators, predecessors, successors and assigns, personally and
in their corporate capacity, and agents harmless from any fine, suit, claim,
action, liability, damage, loss, cost or expense, including, without
limitation, reasonable attorney's fees and court costs, of any kind
(collectively "Losses") arising out of or in any way connected with (i) any
spills, releases, disposal or discharges of Hazardous Wastes at, onto or from
the Premises before the Commencement Date


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and first arising before the Lease Term, including any post-Commencement Date
migration or leaching of such spill, release, disposal or discharge; and (ii)
Landlord's failure to comply with applicable Environmental Laws with respect to
its operation, enjoyment or use of the Premises prior to the Commencement Date
and for such reasonable time after the Commencement Date to correct such
failure to so comply.

         (b)      Environmental Indemnification by Tenant. Tenant shall
indemnify, defend and save harmless Landlord and its current and former
directors, shareholders, officers, employees, administrators, predecessors,
successors and assigns, personally and in their corporate capacity and any
related entities, subsidiaries, parents, holding, related or affiliated
companies or corporations and their respective current and former directors,
shareholders, officers, employees, administrators, predecessors, successors and
assigns, personally and in their corporate capacity, from any Losses arising
out of or in any way connected with (i) any spills, releases, disposal or
discharges of Hazardous Wastes at, onto or from the Premises after the
Commencement Date and first arising during the Lease Term; and (ii) Tenant's
failure to comply with applicable Environmental Laws with respect to its
operation, enjoyment or use of the Premises after the Commencement Date. If
Tenant is responsible for a spill, release, disposal or discharge of Hazardous
Waste at, onto or from the Premises after the Commencement Date and first
arising during the Lease Term under this Section 11, Tenant shall only be
required to conduct such Remediation to the least stringent level required by
Environmental Law, and Tenant may utilize the most cost effective means of
conducting such Remediation. Exhibit D sets forth a listing of environmental
reports establishing the extent of known and disclosed existing Environmental
Conditions on the Premises.

         (c)      Terms of the Asset Purchase Agreement Control.
Notwithstanding the foregoing, nothing in this Section 11 shall expand or
otherwise modify Landlord's obligations under the Asset Purchase Agreement as
they relate to any environmental conditions on the Premises.

         (d)      Notification. Either party (a "Notifying Party") to this
Lease shall notify the other party upon becoming aware of (i) any claims or
demands, or any enforcement, cleanup or other regulatory or judicial action,
threatened, made, or initiated against the Notifying Party or relating to the
Premises pursuant to Environmental Laws, including without limitation those
relating to the presence or release of any Hazardous Wastes on the Premises or
the migration thereof from or to any other property; and (ii) the imposition of
any environmental lien on the Premises.

         As used herein, the terms "Environmental Law," "Hazardous Waste,"
"Remediation" and "Environmental Condition" shall have the meaning set forth in
Asset Purchase Agreement.

         (e)      Tenant acknowledges that it is the intention of the Landlord
to place upon a portion of the Premises an Environmental Land Use Restriction
("ELUR") substantially as described in Schedule D. Landlord represents that
such ELUR will not limit the use of the Premises as used at the date of the
commencement of this Lease.

         10.      PARKING. During the term of this Lease, Tenant shall have the
exclusive use of all parking and storage on the property for all purposes.


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         (a)      TENANT'S REPAIRS AND ALTERATIONS. Tenant will not in any
manner deface or injure the Premises, and will pay the cost of repairing any
damage or injury done to the Premises or any part thereof by Tenant or Tenant's
agents, employees or invitees. Tenant shall throughout the Lease Term keep the
Premises in as good a condition as of the Commencement Date, ordinary wear and
tear excepted and make all necessary non-structural repairs, except that Tenant
shall not be liable to the extent that the damage or repair is caused in whole
or in part by the negligence or willful misconduct of Landlord or Landlord's
Agents, as defined below. If Tenant fails to commence such non-structural
repairs within 10 days after receipt of notice from Landlord of such failure,
Landlord may at its option make such repair, and Tenant shall, upon written
demand therefor, pay Landlord for the necessary cost thereof. Tenant will not
make or allow to be made any alterations or physical additions in or to the
Premises without the prior consent of Landlord, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, it is understood that
Tenant's operations may necessitate the installation of equipment and fixtures,
therefore Tenant and Landlord agree that the installation of any equipment or
fixture that does not materially impact the structure of the building or the
Premises will not require the consent of Landlord. Tenant shall procure and
maintain and shall cause such contractors and subcontractors engaged by or on
behalf of Tenant to procure and maintain, insurance coverage against such
risks, in such amounts as may be reasonably required by Landlord in connection
with any such maintenance, repair, alteration or addition, as well as obtaining
all permits, approvals and certificates required by any governmental or
quasi-governmental bodies, all at Tenant's sole expense. At the end or other
termination of this Lease, except in the event that Tenant shall purchase the
Premises pursuant to the Purchase Option, Tenant shall deliver up the Premises
with all improvements located thereon (except as otherwise herein provided) in
each instance, required to be maintained by Tenant, in as good repair and
condition as of the Commencement Date, excepting ordinary wear and tear. All
alterations or additions permanent in character made in or upon the Premises,
either by Landlord or Tenant, shall be Landlord's property on termination of
this Lease, except in the event that Tenant shall purchase the Premises
pursuant to the Purchase Option, and shall remain on the Premises without
compensation to Tenant. All furniture, temporary improvements, movable trade
fixtures and equipment owned, leased, or installed by Tenant may be removed by
Tenant at the termination of this Lease if Tenant so elects, and, except in the
event that Tenant shall purchase the Premises pursuant to the Purchase Option,
shall be so removed if required by Landlord, or if not so removed, shall at the
option of Landlord be removed by Landlord to a storage facility and stored at
Tenant's sole expense. Following such removal, if any, Landlord shall give
Tenant sixty (60) calendar days' written notice of such removal and storage
within which Tenant may reclaim the property so removed and stored by tendering
to Landlord all costs and expenses incurred by Landlord in the removal and
storage of the property along with any other monies due under the Lease.
Failure by Tenant to timely reclaim the property by full tender of all monies
due within thirty (30) calendar days of Tenant's receipt of the written notice
shall constitute a forfeiture of the stored property, which shall then become
the property of Landlord, subject to the lien of Tenant's lenders. All such
maintenance, repairs, alterations, additions, improvements, removals and
restoration shall be accomplished in a good workmanlike manner so as not to
damage the Premises.

         11.      LANDLORD'S REPAIRS AND ALTERATIONS. Landlord shall be
obligated to make any and all structural repairs whatsoever to the Premises,
including, but not limited to electrical, plumbing, heating, ventilation, and
air conditioning systems ("HVAC"), roof and all


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other structural repairs and replacements, except that Landlord shall not be
liable to the extent that the damage or structural repair is caused in whole or
in part by the negligence or willful misconduct of Tenant or Tenant's agents.
Landlord shall throughout the Lease Term keep the structural portions of the
Premises in as good a condition as of the Commencement Date, ordinary wear and
tear excepted. If Landlord fails to commence structural repairs, replacements
or improvements within 10 days after receipt of notice of such failure from
Tenant, Tenant may at its option make such structural repair, replacement or
improvement, and Landlord shall either, upon written demand therefor, pay
Tenant for the necessary cost thereof or deduct such cost from Tenant's Basic
Rent.

         12.      ASSIGNMENT AND SUBLETTING. Tenant shall not assign, sublease,
or transfer this Lease or any interest therein without the prior written
consent of Landlord, which consent shall not be unreasonably withheld. This
covenant shall run with the land and shall bind Tenant and Tenant's heirs,
executors, administrators, personal representatives, successors, and assigns.

         13.      INDEMNITY.

         (a)      Tenant hereby agrees to indemnify, defend and hold harmless
Landlord and its current and former directors, shareholders, officers,
employees, administrators, predecessors, successors and assigns and mortgagees
(if any) personally and in their corporate capacity and any related entities,
subsidiaries, parents, holding, related or affiliated companies or corporations
and their respective current and former directors, shareholders, officers,
employees, administrators, predecessors, successors and assigns, personally and
in their corporate capacity from and against all liability, loss, demand,
actions, expenses, or claims, including, without limitation, attorneys and
paralegal fees and court costs, resulting from, arising out on or connected in
any manner with (i) the use, occupancy or enjoyment of the Premises by the
Tenant, or its agents, employees, invitees or contractors ("Tenant's Agents")
or any work, activity, or other things allowed or suffered by Tenant or
Tenant's Agents to be done in, on or about the Premises, in each case, during
the Lease Term; (ii) any breach or default in the performance of any obligation
of Tenant under this Lease; and (iii) any act or failure to act by Tenant or
Tenant's Agents in, on or about the Premises. The Tenant shall not be liable to
the extent that the damage or injury is ultimately determined to be caused in
whole or in part by the negligence or willful misconduct of Landlord or
Landlord's Agents, as defined below.

         (b)      Landlord hereby agrees to indemnify, defend and hold harmless
Tenant, its current and former directors, shareholders, officers, employees,
administrators, predecessors, successors and assigns, personally and in their
corporate capacity and any related entities, subsidiaries, parents, holding,
related or affiliated companies or corporations and their respective current
and former directors, shareholders, officers, employees, administrators,
predecessors, successors and assigns, personally and in their corporate
capacity, from and against all liability, loss, demand, actions, expenses, or
claims, including reasonable attorneys' and paralegal' fees and court costs,
resulting from, arising out of or connected with (i) the use, occupancy or
enjoyment of the Premises by the Landlord, or its agents, employees, invitees
or contractors ("Landlord's Agents") or any work, including, but not limited
to, structural repairs and replacements, activity, or other things allowed or
suffered by Landlord or Landlord's Agents to be done in, on or about the
Premises or the buildings; (ii) any breach or default in the


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performance of any obligation of Landlord under this Lease; and (iii) any act
or failure to act, whether negligent or otherwise tortious, by Landlord or
Landlord's Agents in, on or about the Premises. The Landlord shall not be
liable to the extent that the damage or injury is ultimately determined to be
caused in whole or in part by the negligence or willful misconduct of Tenant or
Tenant's Agents.

         14.      LEASEHOLD MORTGAGE.

         Subject to such consents of any lenders to the Landlord or any
affiliate thereof, which consents Tenant acknowledges may be reasonably
withheld, Tenant shall have the right to encumber its interest in this Lease
through a leasehold mortgage for the benefit of any of Tenant's lenders (a
"Leasehold Mortgage").

         15.      INSPECTION.

         Upon reasonable prior notice to Tenant and without causing
interference to or with Tenant's business operations, Landlord or its officers,
agents and representatives shall have the right to enter into and upon any and
all parts of the Premises at all reasonable hours (or, in any emergency, at any
hour) to (a) inspect same or clean or make repairs or alterations or additions
as Landlord may deem necessary (but without any obligation to do so, except as
expressly provided for herein), or (b) show the Premises to prospective
purchasers or lenders; and Tenant shall not be entitled to any abatement or
reduction of rent by reason thereof, nor shall such be deemed to be an actual
or constructive eviction.

         16.      CONDEMNATION.

         (a)      If the whole or substantially the whole of the Premises
should be taken for any public or quasi-public use, by right of eminent domain
or otherwise or should be sold in lieu of condemnation, then this Lease shall
terminate as of the date when physical possession of the Premises is taken by
the condemning authority and neither Landlord nor Tenant shall have any
obligations hereunder.

         (b)      If less than the whole or substantially the whole of the
Premises is thus taken or sold, and, as a result, the business of Tenant is
materially impaired, Tenant may terminate this Lease by giving written notice
thereof to Landlord, as in which event this Lease shall terminate as of the
date when physical possession of such portion of the Premises is taken by the
condemning authority. If the Lease is not so terminated upon any such taking or
sale and corresponding impair of the business of Tenant, the Basic Rental
payable hereunder shall be diminished by an equitable amount.

         (c)      If less than the whole or substantially the whole of the
Premises is thus taken or sold, but the business of Tenant is not substantially
impaired, then the Lease shall continue unabated, and the Basic Rental payable
hereunder shall be diminished by an equitable amount.

         (d)      All amounts awarded upon a taking of any part or all of the
Premises shall belong to Landlord, except any amounts that are awarded for
trade fixtures of Tenant's shall be paid to Tenant upon receipt by Landlord.
Tenant shall have the right and Landlord shall provide



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reasonable cooperation in exercising such right to independently petition the
appropriate judicial body in order to seek relief for damages which can be
proved and is related to the condemnation.

         17.      SUBORDINATION; NON-DISTURBANCE.

         Tenant agrees that its rights hereunder shall be subordinate to the
lien of any mortgage or mortgages to any bank, insurance company or any other
lender now or hereafter enforced against the Premises or any part thereof, and
to all advances made or hereafter to be made upon the security thereof,
provided that, as a condition to subordinating its rights and interests under
this Lease to any mortgage or trust deed, the holder of said mortgage or trust
deed shall enter into a non-disturbance and attornment agreement with Tenant in
form and substance acceptable to Tenant.

         18.      FIRE OR OTHER CASUALTY.

         All risk of damage to or destruction of the Premises by fire, tornado
or other casualty (each, a "Casualty Event") from the moment of execution of
this Lease shall rest with Tenant. Upon the occurrence of any such insured
against Casualty Event, Tenant shall, within thirty (30) days after the date of
such insured against Casualty Event, commence to rebuild or repair the Premises
and shall proceed with reasonable diligence to restore the Premises to
substantially the same condition in which it was immediately prior to the
happening of the Casualty Event.

         19.      HOLDING OVER.

         Should Tenant, or any of its successors in interest, hold over the
Premises, or any part thereof, after the expiration of the Lease Term, unless
otherwise agreed in writing by Landlord, such holding over shall constitute and
be construed as a tenancy at will only, at a daily rental equal to double the
daily rent payable for the last month of the Lease Term.

         20.      EVENTS OF DEFAULT.

         The following events shall be deemed to be events of default by Tenant
under this Lease:

         (a)      Tenant shall fail to pay when due any rental or other sums
payable by Tenant hereunder after any applicable notice or grace period;

         (b)      Tenant shall fail to comply with or observe any other
provision of this Lease, provided that Tenant shall have thirty (30) days from
written notice to cure such default, unless such default threatens public
health and safety or the safety of the Premises, in which case Tenant must
immediately cure such default.

         (c)      Tenant shall make an assignment for the benefit of creditors.

         (d)      Any petition shall be filed by or against Tenant under any
section or chapter of the Federal Bankruptcy Code, as amended, or under any
similar law or statute of the United States or any State thereof or Tenant or
any guarantor of Tenant's obligations hereunder shall be


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adjudged bankrupt or insolvent in proceedings filed thereunder and rent is not
fully paid when due.

         (e)      A receiver or trustee shall be appointed for all or
substantially all of the assets of Tenant's obligations hereunder and rent is
not fully paid when due.

         21.      REMEDIES.

         Upon the occurrence of any event of default specified in this Lease
and the expiration of the provided cure period set forth, Landlord shall have
the option to pursue the following remedy with notice and demand as noted
hereinabove and below:

         (a)      Terminate this Lease in which event Tenant shall immediately
surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may,
without prejudice to any other remedy which it may have for possession or
arrearages in rent, enter upon and take possession of the Premises and expel or
remove Tenant and any other person who may be occupying said premises or any
part thereof, only by exercise of lawful means if necessary, without being
liable for prosecution or any claim for damages therefor, so long as such
damages are not caused solely by Landlord's negligence.

         (b)      The re-entry or taking possession of the Premises by Landlord
shall not be construed as an election on its part to terminate this Lease,
providing that Landlord gives written notice of such intention to Tenant and
Tenant's period for curing any default has expired. Pursuit of the foregoing
remedy shall not preclude the pursuit of any of the other remedies provided by
law.

         22.      SURRENDER OF PREMISES.

         No act or thing done by Landlord or its agents during the term hereby
granted shall be deemed an acceptance of a surrender of the Premises, except as
noted under the provisions of Section 23, Remedies.

         23.      ATTORNEYS' FEES.

         In case it should be necessary or proper for either Landlord or Tenant
to bring any action under this Lease, or any amount payable by Tenant or
performance due by Landlord hereunder, before an attorney concerning or for the
enforcement of any of Landlord's or Tenant's rights hereunder, then Landlord
and Tenant agree in each and any such case the non-prevailing party shall pay
the prevailing party a reasonable attorney's fee.

         24.      TENANT'S PROPERTY; LANDLORD LIEN WAVER.

         (a)      All trade fixtures, equipment and other property owned by
Tenant shall remain the property of Tenant without regard to the means by
which, or the person by whom the same are installed in or attached to the
Premises, and Landlord agrees that Tenant shall have the right at any time, and
from time to time, to remove any and all of its trade fixtures, equipment and
other property provided that Tenant restores any damage to the Premises (caused
by such removal) to its condition as of the Commencement Date, normal wear and
tear excepted.


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         (b)      This Lease does not grant a contractual lien or any other
express or implied security interest to Landlord with respect to Tenant's
property.

         25.      MECHANICS' LIENS.

         Tenant will not permit any mechanic's lien or liens to be placed upon
the Premises or improvements thereon during the Lease Term caused by or
resulting from any work performed, materials furnished or obligation incurred
by or at the request of Tenant, and in the case of the filing of any such lien
Tenant will promptly pay same (other than such liens which are being contested
by appropriate proceedings and for which appropriate bond has been provided).

         26.      NO SUBROGATION.

         Each party hereto hereby waives any cause of action it might have
against the other party on account of any loss or damage that is insured
against under any insurance policy (to the extent that such loss or damage is
recoverable under such insurance policy) that covers the Premises, Landlord's
or Tenant's fixtures, personal property, leasehold improvements or business and
which names Landlord or Tenant, as the case may be, as a party insured;
provided, however, that this waiver shall be ineffective against any insurer of
Landlord or Tenant to the extent that such waiver (i) is prohibited by the laws
or insurance regulations of the State of Connecticut or (ii) would invalidate
any insurance coverage of Landlord or Tenant.

         27.      BROKERAGE.

         Landlord and Tenant warrant that they have had no dealings with any
undisclosed broker or agent in connection with the negotiation or execution of
this Lease and both parties agrees to indemnify each other against all costs,
expenses, attorneys' fees or other liability for commissions or other
compensation or charges claimed by any undisclosed broker or agent claiming the
same by, through or under the respective party.

         Each of Tenant and Landlord expressly represent and warrant that it
has not had brokerage representation regarding this lease.

         28.      ESTOPPEL CERTIFICATES.

         Tenant agrees to furnish from time to time when requested by Landlord
a certificate signed by Tenant confirming and containing such factual (if true)
certifications and representations pertaining to this Lease reasonably
satisfactory to Landlord and Tenant, and Tenant shall, within ten (10) days
(excluding government holidays) following receipt of said proposed certificate
from Landlord, return a fully-executed copy of said certificate to Landlord.

         29.      NOTICES.

         (a)      Method of Delivery; All notices, requests, demands and other
communications (each, a "Notice") required to be provided to the other party
pursuant to this Lease shall be in writing and shall be delivered (i) in
person, (ii) by certified U.S. mail, with postage prepaid and return receipt
requested, (iii) by overnight courier service, or (iv) by facsimile
transmittal, with a verification copy sent on the same day by any of the
methods set forth in clauses (i), (ii) and (iii),


<PAGE>
to the other party to this Lease at the following address or facsimile number
(or to such other address or facsimile number as Landlord or Tenant may
designate from time to time pursuant to Section 31(c):

         If to Landlord:

         Gerald C. Harvey, Esq.
         Vice President and Secretary
         NORCO, Inc.
         c/o TransTechnology Corporation
         700 Liberty Avenue
         Union, NJ 07083
         Facsimile No.: (908) 686-6537

         If to Tenant:

         Albert Rodriguez
         President
         Marathon Power Technologies Company
         8301 Imperial Drive
         Waco, TX 76712
         Facsimile No.: (254) 776-6558

         With a copy to:

         W. Nicholas Howley
         President and Chief Executive Officer
         TransDigm Inc.
         26380 Curtiss Wright Parkway
         Richmond Hts., OH 44143
         Facsimile No.: 216.289.4937

         (b)      Receipt of Notices. All Notices sent by Landlord or Tenant
(or their respective counsel pursuant to Section 31(d) under this Lease shall
be deemed to have been received by the party to whom such Notice is sent upon
(i) delivery to the address or facsimile number of the recipient party, or (ii)
the attempted delivery of such Notice if (A) such recipient Party refuses
delivery of such Notice, or (B) such recipient Party is no longer at such
address or facsimile number, and such recipient Party failed to provide the
sending Party with its current address or facsimile number pursuant to Section
31(c).

         (c)      Change of Address. Landlord and Tenant and their respective
counsel shall have the right to change their respective address and/or
facsimile number for the purposes of this Section 31 by providing a Notice of
such change in address and/or facsimile as required under this Section 31.


<PAGE>
         (d)      Delivery by Party's Counsel. Landlord and Tenant agree that
the attorney for such party shall have the authority to deliver Notices on such
party's behalf to the other party hereto.

         30.      FORCE MAJEURE.

         Whenever a period of time is herein prescribed for action to be taken
by Landlord or Tenant (save and except those time periods prescribed herein for
the payment of Rent by Tenant including provisions set forth in cancellation
option), neither Landlord nor Tenant shall be liable or responsible for, and
there shall be excluded from the computation for any such period of time, any
delays due to strikes, riots, acts of God, shortages of labor or materials,
war, acts of terrorism, governmental laws, regulations or restrictions.

         31.      SEPARABILITY.

         If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws effective during the Lease Term,
then, and in that event, the remainder of this Lease shall not be affected
thereby, and in lieu of each clause or provision of this Lease that is illegal,
invalid or unenforceable, there shall be added as a part of this Lease a clause
or provision as similar in terms to such illegal, invalid or unenforceable
clause or provision as may be possible and be legal, valid and enforceable.

         32.      AMENDMENTS; WAIVER; BINDING EFFECT.

The provisions of this Lease may not be waived, altered, changed or amended,
except by instrument in writing signed by both parties hereto. The terms and
conditions contained in this Lease shall apply to, inure to the benefit of, and
be binding upon the parties hereto, and upon their respective successors in
interest, legal representatives and permitted assigns, except as otherwise
herein expressly provided.

         33.      QUIET ENJOYMENT.

         Provided Tenant has performed all of the terms and conditions of this
Lease, including the payment of rent, Tenant shall peaceably and quietly hold
and enjoy the Premises for the Lease Term, without hindrance from Landlord or
any successor to Landlord or any person claiming by, through or under Landlord,
subject to the terms and conditions of this Lease.

         34.      INTERPRETATION.

         Words of any gender used in this Lease shall be held and construed to
include any other gender, and words in the singular number shall be held to
include the plural, unless the context otherwise requires. The captions
contained in this Lease are for convenience of reference only, and in no way
limit or enlarge the terms and conditions of this Lease.

         35.      LANDLORD'S DEFAULT.

         If Landlord defaults in the performance or observance of any provision
of this Lease, Tenant shall notify Landlord in writing specifying in what
manner Landlord has defaulted. Tenant may terminate this Lease if such default
shall not be cured by Landlord within the period


<PAGE>
of time provided for elsewhere in this Lease, if any, or otherwise within
thirty (30) consecutive calendar days following the receipt of such notice
(except that if such default cannot be cured within said thirty (30) day
period, this period shall be extended for the time necessary to cure the
default, provided that Landlord commences to cure such default within the
thirty (30) day period and proceeds diligently thereafter to effect such cure).
Any liability of Landlord resulting from an event of default by Landlord shall
be limited to the value of the interest of Landlord in the Premises.

         36.      OPTION TO PURCHASE.

         (a)      So long as Tenant is not then in default hereunder beyond any
applicable cure period, Tenant shall have the right, exercisable by delivery of
at least ninety (90) days prior written notice to Landlord, to purchase the
Premises as of the end of the Initial Term (the "Purchase Option") for a
purchase price of $1,800,000.00 (the "Purchase Price). No payments of the Basic
Rental by Tenant to Landlord shall be considered any partial payment toward the
Purchase Price. In the event Tenant exercises the Purchase Option, the purchase
contract shall stipulate that (i) Landlord shall deliver title to the Premises
in at least the same condition as title existed as of the Commencement Date of
the Lease; and (ii) the Premises shall be transferred free and clear of all
liens, mortgages, deeds of trusts or other security instruments.

         (b)      In the event the Tenant does not exercise the Purchase Option
according to the procedure outlined above, the Lease Term shall be
automatically extended by the Extended Term as outlined in Section 1(c) above.

         37.      EXHIBITS AND ATTACHMENTS.

         All Agreement exhibits, attachments, riders and addenda referred to in
the lease are incorporated into this Lease and made a part hereof for all
intents and purposes.

         38.      GOVERNING LAW.

         This Lease and all of its terms, covenants and provisions shall be
governed by and construed under the laws of the State of Connecticut, without
regard to conflicts of law provisions.


<PAGE>
         IN WITNESS WHEREOF, Landlord and Tenant each have caused this Lease to
be executed and delivered in their names by their respective duly authorized
officers or representatives as of the date first above written.


LANDLORD:                                TENANT:


By: /s/ Gerald C. Harvey                 By: /s/ Gregory Rufus
   --------------------------------         -----------------------------------

Its: Vice President and Secretary        Its: Treasurer and Assistant Secretary
    -------------------------------          ----------------------------------