EXHIBIT 10.43



                                LEASE AGREEMENT

         This  Lease  Agreement,  made and  entered  into as of the 18th day of
March,  1999,  by and  between  Ameling  Properties,  LLC,  hereinafter  called
ALandlord@, and KAT, Inc., an Indiana corporation, hereinafter called ATenant@.

                                   ARTICLE 1

                           REPRESENTATIONS OF TENANT

         Tenant makes the following  representations  and  warranties as of the
execution date for the benefit of and reliance on by Landlord:

         A. Tenant is a corporation duly organized and validly existing in good
standing  under the laws of the State of Indiana and is  authorized to transact
business in the state of Indiana.

         B. The  execution,  delivery and  performance of this Lease are within
the  corporate  powers of  Tenant,  have been duly  authorized,  and are not in
contravention of law or the terms of the Tenant=s  Articles of Incorporation or
Bylaws, or any undertaking to which Tenant is a party or by which it is bound.

         C.  This Lease is a valid and binding obligation of Tenant in
 accordance with its terms.

         D.  The  Tenant  intends  to  use  and  occupy  the  Property  in  its
over-the-road  trucking at all times during the Lease Term and does not know of
any  reason  why the  Property  will  not be so used  by it in the  absence  of
supervening  circumstances  not now  anticipated  by it or beyond  its  control
except as provided herein.  Tenant will not use, or suffer or permit any person
to use,  the  Property or any part  thereof for any purpose in violation of the
Laws of the United States or of the State of Indiana,  or of the  ordinances or
rules of any governing power which shall have the right to make laws, rules, or
regulations, or for any purpose not authorized.

                                   ARTICLE 2

                        LANDLORD=S COVENANTS OF WARRANTY

         Landlord  makes  the  following  covenants  and  warrants  as  of  the
execution date for the benefit of and reliance on by Tenant:

         A.       There are no existing or unexpired leases, conveyances,  
agreements,  options, mortgages or liens of any kind or description affecting 
Landlord=s interest in the Property;

         B.       Landlord has full right and power to enter this Lease;

         C. There are no  restrictions  or  stipulations  or planning or zoning
ordinances,  laws,  regulations,  or restrictions now in effect with respect to
the Property that would interfere with or restrict Tenant=s intended use of the
Property; and

         D. At all times prior to expiration or other termination of this Lease
when Tenant is not in default hereunder, its peaceable and quiet possession and
enjoyment of the Property shall not be disturbed.

                                   ARTICLE 3

                      LEASE OF PREMISES AND LEASE PAYMENTS

Section 3.1. Lease of Premises. Landlord, of and in consideration of the rents,
covenants and agreements  hereinafter  set forth,  does hereby lease to Tenant,
and Tenant  does  hereby  take and rent from the  Landlord,  the real  property
located  at  116  East,  1100  North,  Chesterton,   Indiana  46304,  and  more
particularly  described in Exhibit AA@, attached hereto and made a part hereof,
to  have  and  to  hold  the  same,  together  with  the  buildings  and  other
improvements  now or  hereafter  located  thereon and all  rights,  privileges,
powers,  easements,  tenements,  and  appurtenances to the same belonging or in
anywise  appertaining  thereto,  (all the  aforesaid  being herein  referred to
collectively  as the  AProperty@ or ALeased  Premises@) for and during the term
hereinafter provided.

Section 3.2. Use of Premises. The Leased Premises shall be used and occupied by
Tenant,  subject to the conditions  herein  contained,  in connection  with its
over-the-road  trucking  operations.  In no event shall the Leased  Premises be
used  or  occupied  by the  Tenant  in  any  manner  contrary  to  law,  zoning
regulations,  or  recorded  restrictions,  if any.  Tenant  shall not leave the
Leased  Premises vacant or unoccupied at any time during the Term of this Lease
without the prior written permission of the Landlord.

Section  3.3.  Lease Term.  The term of this Lease shall  commence on March 12,
1999, and end on April 30, 2014, both dates inclusive unless earlier terminated
in accordance herewith (the ATerm@). Either party may, however,  terminate this
Lease  upon six (6) months  written  notice to the other  after  March 1, 2001;
provided that, in the event of such  termination  by Tenant,  Landlord shall be
entitled to the continuation of the payment of Rents as if such termination had
occurred  effective  on the third (3rd)  anniversary  of the date of this Lease
Agreement.  If by mutual consent of the parties, Tenant takes possession of the
Leased Premises after the commencement  date, then during such post term period
Tenant  shall  on the  first  day of such  possession  pay the  rent as  herein
established on a pro-rata per diem basis and such occupancy  shall be under all
the terms and conditions of this Lease,  but such post term occupancy shall not
affect  the  lease  Term  as  herein  otherwise  established.  Subject  to  the
availability of the Leased  Premises,  Tenant shall have the right prior to the
commencement date to enter upon the Leased Premises at reasonable times for the
purpose of preparing the Leased  Premises for their intended use and inspecting
and testing the same.

                                   ARTICLE 4

                                     RENTAL

Section 4.1. Base Annual Rental. Tenant shall, without deduction,  abatement or
set off of any nature  whatsoever,  pay to Landlord as fixed rent  (hereinafter
referred to as the ABase Annual Rental@) for the Leased Premises the sum of One
Hundred  Sixty-Six  Thousand Dollars  ($166,000.00)  per annum payable in equal
monthly installments of Thirteen Thousand Eight Hundred Thirty-Three and 33/100
Dollars  ($13,833.33)  on the first of each month  during the first year of the
Term.

         Said rental  payments shall be made without demand on the first day of
each and every month throughout the Term, if exercised, of this Lease. Rent for
any partial  month of the term of this Lease shall be prorated.  The rent shall
be payable at 902 Crabapple Lane, Valparaiso,  Indiana 46383 , or at such other
place as Landlord may from time to time designate in writing.

Section  4.2.  CPI  Adjustments.  The Base Annual Rent paid by Tenant  shall be
adjusted upward, but never downward,  effective as of March 1, 2000, and on the
same day of each year  thereafter  during the Term to reflect the increase,  if
any, in the Consumer Price index ( All Cities, All Urban Consumers,  All Items,
1982-1984=100)  (subsequently  referred to as ACPI-U@) or its  successor  price
index , as  published by the United  States  Bureau of Labor  Statistics.  This
adjustment  shall  computed  by  adding  to the  Base  Annual  Rent  an  amount
determined as follows: i) the CPI-U index number for the second month preceding
March of 1999 (AInitial Index Number@) shall be subtracted from the CPI-U index
number for the second month  immediately  preceding the  effective  date of the
increase; ii) the resulting amount shall be divided by the Initial Index Number
and  reduced  to a decimal  equivalent;  iii) the  resulting  decimal  shall be
multiplied by the Base Annual Rent. The Base Annual Rent, as adjusted, shall be
paid in equal monthly installments as provided in Paragraph 4.1, above.

          Section 4.3.  Late Payment  Charges.  Rent is due on the first day of
the month and shall be delinquent if not paid by the fifth calendar day of
the month.  A five percent (5%) late charge shall be added to the rent due
for each delinquent rent payment.
                                   ARTICLE 5

                             OBLIGATIONS OF TENANT

Section 5.1.  Taxes.  Tenant shall pay as additional  rent, any and all amounts
expended by Landlord for real estate taxes,  assessments,  and charges, as well
as all sewer  charges  levied,  assessed or payable  with  respect to the land,
buildings and improvements comprising the Leased Premises. Such additional rent
by reason of said  taxes and sewer  charges  shall be  payable  by Tenant  upon
presentation to Tenant of copies of tax and sewer charges.

Section 5.2. Utilities. Tenant shall pay for all utility services to the Leased
Premises  including,  but not limited  to,  electricity  service for  lighting,
business  machines  and  business  equipment,  and  utility  service to provide
heating, ventilating and air conditioning.  Tenant shall supply all replacement
light bulbs.  If any such utility  service shall not be  separately  metered to
Tenant, Tenant shall pay its proportionate part of such utility service,  based
upon square footage of any buildings  occupied by Tenant and a pro rata portion
of common areas, upon presentation of a bill therefor by the Landlord,  and the
amount thereof shall be deemed additional rent hereunder.  Landlord  represents
and warrants that all  utilities,  including  but not limited to,  water,  gas,
sewer,  telephone and  electricity  are provided to the Leased  Premises in the
quantities  required  by Tenant  without  any  additional  action or payment by
Tenant.

                                   ARTICLE 6

                           MAINTENANCE AND ADDITIONS

Section 6.1.  Maintenance and Repairs.  Landlord shall at its cost and expense,
except as  provided  below,  keep in good  repair  the  foundation,  structural
members,  exterior of the outside walls,  roof,  gutters and down spouts of the
buildings comprising a part of the Leased Premises,  and shall also at its cost
and expense  maintain  and keep in good repair the  outside  lighting,  and all
mechanical  equipment  serving  the  Leased  Premises  (including  maintaining,
keeping in repair and replacing, when necessary, all HVAC and hot water heating
equipment).

         Tenant shall be responsible for all interior cleaning and all interior
and exterior  window washing.  Tenant  covenants and agrees not to do or suffer
any waste to the Leased  Premises  and at its cost and expense to maintain  and
keep  in  good  repair  all  parts  of the  Leased  Premises  even  though  not
specifically  enumerated  above,  including  but  not  limited  to,  all of the
interior of the Leased Premises, all glass and exterior doors, all landscaping,
and the parking lot (including sweeping, snow removal and striping)

         If  Tenant  does not  make the  necessary  repairs,  replacements,  or
maintenance as herein provided, Landlord at its option, and after giving Tenant
thirty (30) days  written  notice,  shall have the right to do the same and all
amounts so expended by the Landlord shall be deemed  additional rent, to be due
and owing at the time the next rental  payment is due  following  the date that
such repairs, replacements, or maintenance have been done by the Landlord.

Section  6.2.  Additions  -  Mechanic=s  Liens.  Any  alteration,  addition  or
improvement  made by Tenant and any  fixtures  installed  by Tenant  (including
wall-to-wall carpeting and wall paneling) shall become the property of Landlord
upon the  expiration or other sooner  termination  of this Lease unless removed
pursuant to Section 11.1 of this Lease. No structural alterations shall be made
without first  obtaining the written consent and approval of Landlord as to the
proposed plans and  specifications,  which consent and approval Landlord agrees
will not be unreasonably  withheld and further provided that any alterations or
improvements shall be done expeditiously and in good and workmanlike manner. If
Landlord  refuses to consent to such  alterations,  and the  failure to make an
alteration  would impact or impair  Tenant=s use of the Leased  Premises in any
manner, Tenant may terminate the Lease without further liability.

         Tenant shall not permit any  mechanic=s  lien to be filed  against the
fee of the Leased  Premises or against the Tenant=s  leasehold  interest in the
Leased  Premises by reason of work,  labor,  services or materials  supplied or
claimed  to have been  supplied  to the  Tenant or anyone  holding  the  Leased
Premises through or under the Tenant,  whether prior to, during,  or subsequent
to the Term  hereof.  If any such  mechanic=s  lien  shall at any time be filed
against the Leased  Premises and Tenant shall fail to remove same within thirty
(30) days  thereafter,  it shall  constitute a default under the  provisions of
Article 12 of this Lease.

                                   ARTICLE 7

                               DAMAGE TO PREMISES

Section 7.1.  Destruction to Premises.  If the Leased  Premises are at any time
during the Term of this Lease  damaged or destroyed in whole or in part by fire
or any other peril so as to render the Leased Premises untenable for sixty (60)
days,  the  Landlord  or Tenant may,  at the option of either,  terminate  this
Lease.  Notwithstanding  anything  herein  to the  contrary,  if the  amount of
insurance  proceeds  collected by Landlord as a result of such whole or partial
damage of  destruction  are not  sufficient  to  complete  any  restoration  or
rebuilding of the Leased Premises,  Landlord may, at its option, terminate this
Lease. Notice of termination by either party to this Lease shall be served upon
the other party pursuant to Section 14.1 hereof.

         Landlord  shall  notify  Tenant in  writing  of its  opinion as to the
number of days the Leased  Premises  will be wholly  untenable  within ten (10)
days after such  damage or  destruction.  If the Tenant does not agree with the
opinion of the  Landlord as to the number of days the Leased  Premises  will be
wholly  untenable,   Tenant  may  demand  within  three  (3)  days  after  such
notification  that the fact be determined by  arbitration.  Landlord and Tenant
shall each  choose an  arbitrator  within  five (5) days  after such  demand by
Tenant.  The two  arbitrators  so chosen,  before  entering on the discharge of
their  duties,  shall  elect  a  third,  and  the  decision  of any two of such
arbitrators shall be conclusive and binding upon both parties hereto.

         If  it is  determined  by  arbitration  or by  agreement  between  the
Landlord and the Tenant that the Leased  Premises are not wholly  untenable for
sixty (60) days,  then the Landlord shall repair or restore the Leased Premises
to  substantially  the  same  condition  as  existed  prior to such  damage  or
destruction,   at  Landlord=s  own  expense,  with  all  reasonable  speed  and
promptness, and in such case as just and proportionate part of the rental shall
be  abated  until the  Leased  Premises  have been  repaired  or  restored.  In
determining  what constitutes  reasonable  speed and promptness,  consideration
shall be given to delays caused by strike,  adjustment of insurance,  and other
causes beyond the Landlord=s control, and this Lease shall not be terminable by
Tenant if the Leased  Premises are not made tenable  sixty (60) days after such
damage or destructions  provided Landlord has been repairing or restoring,  and
continues to repair or restore,  the Leased Premises with such reasonable speed
and  promptness.  If  neither  party so elects to  terminate  the  Lease,  then
Landlord will be obligated to repair and reconstruct the Leased Premises within
the time and in the manner as stated  above.  If  Landlord  does not repair and
replace  the  Leased  Premises  within  one  hundred  eighty  (180) days of the
casualty for any reason,  notwithstanding anything to the contrary,  Tenant may
terminate this Lease without further liability.

                                   ARTICLE 8

                          INDEMNIFICATION AND RELEASE

Section  8.1.  Indemnification.  Except  for  claims  arising  out of  acts  or
omissions caused by the intentional, reckless or negligent acts or omissions of
Landlord or its  representatives,  employees or agents,  Tenant shall indemnify
and hold Landlord  harmless  against all claims,  demands,  actions,  causes of
actions, settlements, expenses and any other liabilities,  including reasonable
attorneys=  fees,  arising  from or related to (a) failure of Tenant to perform
any covenant,  promise or term to be performed by Tenant under this Lease;  (b)
any  accident,  injury  or damage  which  shall  happen on or about the  Leased
Premises  during the Term caused in whole or in part by  Tenant=s  intentional,
reckless  or  negligent  act or  omission  or  resulting  from  the  condition,
maintenance  or  operation  by Tenant of the Leased  Premises;  (c)  failure to
comply with the valid and enforceable  requirements of any government authority
for which Tenant can be held liable and for which  Landlord is not  responsible
under this Lease;  (d) any mechanic=s lien or security  agreement filed against
the  Leased  Premises  or any  equipment  or  material  therein;  and  (e)  any
intentional,   reckless  or  negligent   act  or  omission  of  Tenant  or  its
representatives, employees, or agents. Except for claims arising out of acts or
omissions caused by the intentional, reckless or negligent acts or omissions of
Tenant or its  representatives,  employees or agents,  Landlord shall indemnify
and hold  Tenant  harmless  against  all claims,  demands,  actions,  causes of
action, settlements,  expenses and any other liabilities,  including reasonable
attorneys=  fees  arising from or related to (a) failure of Landlord to perform
any covenant, promise or term to be performed by Landlord under this Lease; (b)
failure  to  comply  with  the  valid  and  enforceable   requirements  of  any
governmental  authority for which  Landlord is liable under the Lease;  and (c)
any  intentional,  reckless  or  negligent  act or  omission of Landlord or its
representatives, employees or agents.

Section 8.2. Mutual Release.  Notwithstanding  anything herein to the contrary,
Landlord and Tenant and all parties claiming under them hereby mutually release
and discharge the other from all claims and liabilities  arising from or caused
by any  hazard  covered by  insurance  on the  Leased  Premises,  or covered by
insurance  in  connection  with  property  on or  activities  conducted  at the
building  or Leased  Premises,  regardless  of the cause of the damage or loss.
This release shall apply only to the extent that such loss or damage is covered
by insurance and only so long as the applicable  insurance  policies  contain a
clause to the  effect  that this  release  shall  not  affect  the right of the
insured to recover under such policies.

                                   ARTICLE 9

                          CONDEMNATION, ACCESS, USAGE

Section  9.1.  Condemnation.  (a) If the  entire  Leased  Premises ( or so much
thereof  so as to leave the  remaining  portion  unfit for use by Tenant in its
sole  discretion)  shall be taken for any public or any  quasi-public use under
any  statute or by right of eminent  domain,  or by  purchase  under  threat of
condemnation,  then the Lease shall automatically terminate as of the date that
Leased Premises shall be so taken.

         (b) If any part of the  Leased  Premises  shall  be so taken  and this
Lease shall not be terminated  under the provisions of subparagraph  (a) above,
then  Landlord  or Tenant  shall have the option to  terminate  this Lease upon
thirty (30) days notice to the other if continued  operation  of the  remaining
Leased Premises is, in either=s opinion, no longer economical or feasible.

         (c) In any event, all compensation  awarded or paid upon such total or
partial  taking  shall belong to and be the property of the Landlord (or Tenant
if it has exercised  the option  described in Section 3.4 above and the parties
later  actually  close on the sale)  without  any  participation  by the Tenant
unless any structures,  improvements or other property constructed by Tenant is
taken,  in  which  case  Tenant  shall  be  entitled  to  that  portion  of the
compensation  attributable  to  such  structures,   improvements  or  property;
provided, however, that nothing contained herein shall be construed to preclude
Tenant from prosecuting any claim directly against the condemning  authority in
such  condemnation  proceeding for  depreciation of, damage to, or the value or
cost of removal  of trade  fixtures,  furniture,  and other  personal  property
belonging to Tenant;  provided,  however,  that no such claim shall diminish or
otherwise adversely affect Landlord=s award.

Section 9.2. Access.  Landlord,  and its duly authorized agents,  employees and
contractors  shall have access to the Leased  Premises at all reasonable  times
for the purpose of inspecting  the same, or for  exhibiting  the same for sale,
lease or financing during the last year of the Term.

Section 9.3. Usage. Tenant shall take reasonable efforts to minimize any noise,
smoke or odor escaping from the Leased  Premises,  and shall endeavor to occupy
the same in such manner so as not to  constitute a public or private  nuisance.
No signs,  fixture,  advertisement  or notice  shall be  displayed,  inscribed,
painted  or  affixed  by  Tenant  on any part of the  outside  of any  building
comprising a part of the Leased  Premises  without the prior written consent of
Landlord.

                                   ARTICLE 10

                                   ASSIGNMENT

Section 10.1.  Tenant.  Tenant may assign or sublet the Leased  Premises or any
part thereof subject to prior written consent of Landlord of said subletting or
assignment,  which  consent  shall  not  be  unreasonably  withheld,  but  such
assignment  or  subletting  shall  not  release  the  Tenant  from the  further
performance  by the  Tenant of the  covenants  in this  Lease  unless  Landlord
expressly  releases  Tenant in  writing.  In any  event,  Tenant  shall  remain
primarily liable on this Lease for the entire Term thereof and shall in no wise
be  released  from  the  full  and  complete  performance  of  all  the  terms,
conditions, covenants and agreements herein contained unless Landlord expressly
releases Tenant in writing.

Section 10.2.  Landlord.  The term  ALandlord@ as used in this Lease means only
the owner for the time being in fee of the Leased Premises, or the owner of the
leasehold estate created by an underlying lease, or the mortgagee of the fee or
of such  underlying  lease  in  possession  for the time  being  of the  Leased
Premises,  so that in the event of any sale of the  Leased  Premises  or of any
transfer or assignment or other  conveyance  of such  underlying  lease and the
leasehold estate thereby created, the seller,  transferor, or assignor shall be
entirely  relieved of all further  obligations of the Landlord herein. It shall
be deemed without further  agreement between the parties or their successors in
interest,  or  between  the  parties  and any such  purchaser,  transferee,  or
assignee, that such purchaser,  transferee, or assignee has agreed to carry out
all  obligations of the Landlord  hereunder.  Tenant shall not be released from
liability under this lease unless their successors,  assigns or transferees, or
personal representatives agree to be fully liable under this lease.

Section  10.3.   Permitted  Subleases  and  Assignments.   Notwithstanding  the
provisions  of  Section  10.1 or any other  Section of this  Lease,  Tenant may
sublet any or all of the Leased  Premises to any  affiliate  of Tenant  without
Landlord=s consent or other  restriction.  Tenant shall remain primarily liable
under this Lease notwithstanding any subletting authorized by this Section.

                                   ARTICLE 11

                                   EXPIRATION

Section 11.1 Expiration.  At the expiration of the Term, Tenant shall surrender
the Leased  Premises in as good  condition as they were at the beginning of the
term  reasonable  wear and tear  excepted  and  subject to any  improvement  or
additions  constructed by Tenant.  Notwithstanding  any provision of law or any
judicial decision to the contrary,  no notice shall be required to terminate by
limitation  the Term of this  Lease as  herein  provided,  and the Term of this
Lease shall expire on the  termination  date herein  mentioned  without  notice
being required from either party. In the event that Tenant or any party holding
under Tenant shall hold over the Leased  Premises  beyond the expiration of the
Term of this Lease,  whether by limitation or forfeiture,  Tenant or such other
party shall pay one hundred twenty (120) percent of the rent  hereunder  during
such hold over period;  provided,  however,  that if Tenant or such other party
shall remain in possession of the Leased  Premises beyond the expiration of the
Term of this  Lease  with  the  express  consent  of the  Landlord,  then  such
possession  shall be as a  month-to-month  tenancy at the same rent as the last
month of the Term and the  provisions  of this Lease other than those in regard
to the term hereof  shall be  applicable.  At the time of  termination  of this
Lease, or any extension thereof,  if Tenant is not in default on any obligation
or covenant  under this Lease,  Tenant may remove its office  supplies,  office
furniture, fixtures, equipment, and all other personal property from the Leased
Premises,  and shall promptly repair any damage caused by such removal, but all
items shall be removed and all repairs  completed  on or before the last day of
said Term or  extension  thereof.  In any event,  the  obligation  of Tenant to
repair the Leased  Premises and pay all amounts owing to Landlord shall survive
the termination of this Lease.

                                   ARTICLE 12

                                    DEFAULT

Section 12.1.     Events of Default. The  occurrence  of any of the  following 
events shall  constitute  an AEvent of Default:@

         A.  Failure by Tenant to pay the lease  payments in the amounts and at
the times  provided  in this Lease for a period of ten (10) days after  written
notice  specifying  such failure and requesting  that it be remedied,  given to
Tenant by Landlord.

         B. Any material breach by Tenant of any representation,  warranty,  or
covenant  made in this Lease or failure by Tenant to perform any  obligation or
observe  any  covenant or  condition  on its part to be  performed  or observed
pursuant  to this Lease for a period of thirty (30) days after  written  notice
specifying such failure and requesting that it be remedied,  given to Tenant by
Landlord;  provided, however, that if said Default shall be such that it cannot
be corrected  within such period,  it shall not constitute an Event of Default,
if the Default is  correctable  without  material  adverse effect to the Leased
Premises and  corrective  action is instituted by Tenant within such period and
diligently pursued until the Default is corrected.

         C. The  dissolution  or  liquidation  of Tenant;  or failure by Tenant
promptly to lift any execution,  garnishment, or attachment of such consequence
as will impair its respective  ability to carry out its obligations  under this
Lease; or the filing by Tenant of a petition in bankruptcy;  or if Tenant makes
an assignment for the benefit of creditors, or consents to the appointment of a
trustee or receiver for the Tenant or for the greater  part of its  properties;
or a trustee or receiver is  appointed  for the Tenant or for a greater part of
its  properties  without its consent and is not  discharged  within thirty (30)
days; or bankruptcy,  reorganization,  or liquidation proceedings are commenced
by or against the Tenant,  and if commenced  against the Tenant is consented to
by it and if Tenant fails to move to dismiss the action within thirty (30) days
and diligently pursues dismissal.

         D. The term  ADefault@  shall mean default or failure by the Tenant in
the  performance  or  observance  of  any  of  the  covenants,  conditions,  or
agreements  on its part  contained  in this Lease,  exclusive  of any period of
grace required to constitute an Event of Default.

Section  12.2.  Remedies  Upon Event of Default.  Whenever any Event of Default
shall have occurred and be continuing, the Landlord shall have the right to (i)
take  immediate  possession of the Leased  Premises,  and the possession of and
estate of the Tenant  under  this  Lease  shall  terminate  forthwith,  or (ii)
re-enter and take possession of the Leased Premises  without  terminating  this
Lease and relet the Leased  Premises  for the  account of the  Tenant,  holding
Tenant liable for the difference  between the rent and other amounts payable by
any  sublessee in such  subleasing  and the lease  payments  and other  amounts
payable by Tenant under this Lease; provided,  however, that until Landlord has
entered into a firm agreement for the subleasing of the Property, Tenant may at
any time pay all accrued lease payments (except accelerated lease payments) and
fully  cure  all  defaults,  whereupon  Tenant  shall be  restored  to its use,
occupancy, and possession of the Leased Premises as if no default had occurred;
or (iii)  take  whatever  action  at law or in equity  as may be  necessary  to
collect the lease  payments then due and thereafter to become due or to enforce
performance and observance of any obligation,  agreement, or covenant of Tenant
under this Lease. Landlord shall act reasonably in exercising its remedies upon
an  Event  of  Default  and  shall  have  the  duty to  mitigate  its  damages.
Notwithstanding the foregoing,  if an Event of Default shall occur prior to the
third  anniversary  of the  date of  this  Lease  Agreement,  Tenant  shall  be
responsible   for  lease   payments  as  provided   above  through  such  third
anniversary. If an Event of Default occurs after such third anniversary, Tenant
shall be responsible  for lease  payments  hereunder for a six (6) month period
following such Event of Default.

Section 12.3.  Payment of Attorneys= Fees and Other Expenses.  Upon an Event of
Default by Tenant,  Tenant shall pay to Landlord upon demand therefor all costs
and  expenses,  including  reasonable  attorneys=  fees,  lawfully  incurred in
obtaining possession of the Leased Premises, or in enforcing the performance or
observance of any obligation or condition by Tenant under this Lease.

Section 12.4.  Waivers and  Limitation on Waivers.  In the event any Default by
Tenant  under this Lease  should be waived by  Landlord,  such waiver  shall be
limited  to the  particular  Default so waived and shall not be deemed to waive
any other  Default  hereunder  nor be deemed a waiver  of the same  Default  on
another occasion.

         No delay or omission to exercise any right occurring upon any Event of
Default  shall  impair  any such  right or  shall be  construed  to be a waiver
thereof,  but any such right may be exercised from time to time as often as may
be deemed  expedient.  In order to exercise any remedy  reserved to Landlord in
this Lease, it shall not be necessary to give any notice other than such notice
as may be herein expressly required or required by law.

Section 12.5. Landlord=s Reimbursement. It is mutually covenanted and agreed by
and between the parties hereto that in case Landlord or its  successors  shall,
without fault upon their part, be made a party to any  litigation  commenced by
or against Tenant,  arising out of the use or occupancy of the Leased Premises,
Tenant  shall pay all costs and  attorneys=  fees  necessarily  incurred by the
Landlord in connection with such litigation.

Section  12.6.  Surrender of Property.  In the event of the  forfeiture of this
Lease and the  termination  of the  tenancy  under  this Lease by reason of any
Event of Default  upon the part of Tenant,  then and in such  event,  upon such
termination,   the  Tenant  hereby  covenants  and  agrees  to  peaceably  give
possession of the Leased Premises and relinquish any and all rights thereto.

Section 12.7.  Accelerated  Rent. Upon an Event of Default,  in addition to all
other rights and remedies  available to Landlord,  Landlord may  accelerate all
rent payments due hereunder and the same shall be due immediately. In the event
that such Event of Default  shall occur prior to the third  anniversary  of the
date of this Lease  Agreement,  Landlord may only  accelerate  and demand those
payments due hereunder through March I, 2001.

Section 12.8.  Remedies  Cumulative.  It is mutually covenanted and agreed that
the various rights, powers, privileges, elections, and remedies of the Landlord
contained in this Lease shall be construed as  cumulative,  and the exercise of
any one of them shall not  preclude  the  exercise by the Landlord of any other
rights or privileges that may be allowed by law.

Section 12.9.  Tenant=s Remedies.  Upon breach or default of Landlord of any of
its promises, covenants,  representations or warranties, Tenant, in addition to
all other rights and remedies  available to it by law, may terminate this Lease
without  further  liability.  Additionally,  Landlord  shall pay to Tenant upon
demand therefor all costs and expenses,  including reasonable  attorneys= fees,
incurred by Tenant in enforcing its rights under this Lease.

                                   ARTICLE 13

                              ENVIRONMENTAL ISSUES

Section 13.1.  Environmental  Liability.  Tenant shall be  responsible  for and
indemnify and hold  Landlord,  its  directors,  officers,  employees and agents
harmless  from all claims,  demands,  actions,  causes of action,  settlements,
expenses and any other  liabilities,  including,  reasonable  attorneys=  fees,
arising from or related to the Release of a Hazardous  Substance by Tenant , or
any of its employees, agents, contractors or invitees on, near or affecting the
Leases Premises or other  environmental  defect or injury on, near or affecting
the Leased Premises which is caused by Tenant or any of its employees,  agents,
contractors, or invitees during the Term.

         Landlord  shall  be  responsible  for  and  indemnify   Tenant  ,  its
directors,  officers,  employees, and agents harmless from all claims, demands,
actions,  causes of action,  settlements,  expenses and any other  liabilities,
including reasonable attorneys= fees, arising from or related to the Release of
a  Hazardous  Substance  on,  near or  affecting  the Leased  Premises or other
environmental  defect or injury on, near or affecting the Leased Premises prior
to the Term.

Section  13.2.  Tenant=s  Obligations.  Tenant  shall not  cause or permit  any
Hazardous Substances to be used, stored, generated, or disposed of on or in the
Leased Premises by Tenant,  its agents,  employees,  contractors,  licensees or
invitees without first obtaining  Landlord=s  written  consent;  provided that,
Tenant may use, store, handle, and transport Hazardous Substances in the normal
course of Tenant's operations,  if Tenant uses, stores,  handles and transports
such Hazardous Substances in compliance with all federal, state and local laws,
rules and regulations.

Section 13.3.  Hazardous  Substances.  As used herein,  AHazardous  Substances@
means any substance which is toxic, ignitable, reactive, or corrosive and which
is regulated by any local  government,  the State of Indiana,  or United States
Government.  AHazardous  Substance@  also  includes  any  and all  material  or
substances that are deemed as Ahazardous waste@, Aextremely hazardous waste@ or
a Ahazardous  substance@ pursuant to state,  federal or local governmental law.
AHazardous Substance@ also includes asbestos, polychlorobiphonyls (APCB=s@) and
petroleum.

Section 13.4. Release. As used herein,  ARelease@ means any spilling,  leaking,
pumping, pouring emitting, emptying, discharging, injecting, escaping, leaving,
dumping or disposing of Hazardous  Substance  (x) into the  environment  or (y)
into or on the soil, subsoil, air, groundwater, surface water, or sediment.

                                   ARTICLE 14

                                 MISCELLANEOUS

Section 14.1. Notice. Any notice under this Lease shall be in writing and shall
be deemed to be duly given if delivered  personally  or mailed by registered or
certified mail,  addressed to Landlord at the address at which it receives rent
and addressed to Tenant at the Leased Premises, or such other address as may be
provided by one party to the other.

          Section 14.2. Headings.  (a) It is agreed that the headings as to the
contents of  particular  paragraphs  of this Lease are inserted  only as a
matter of convenience and for reference, and in no way are or are intended
to be part of this  Lease,  or any way to define,  limit or  describe  the
scope or intent of the particular paragraph to which they refer.

         (b) Where in this instrument pronouns or words indicating the singular
number appear, such words shall be considered as masculine,  feminine or neuter
pronouns or words indicating the plural number where the context  indicates the
propriety of such use.

Section 14.3. Entire  Agreement.  Landlord and Tenant agree that this Lease and
its  Exhibits  contain  the  entire  agreement  between  them and  shall not be
modified in any matter  except by an  instrument  in writing  signed by each of
them.

Section 14.4.  Binding Effect.  This Lease shall inure to the benefit of and be
binding  upon  Landlord  and  Tenant  and their  respective  heirs,  executors,
administrators,  successors  and such assigns and sublessee as may be permitted
hereunder.  Each  individual  executing  this Lease on behalf of a  corporation
represents and warrants that (I) he or she has been  authorized to do so by the
Board of Directors of such  corporation  and (ii) that the corporation has been
duly authorized by the Board of Directors to enter this Lease.

Section 14.5. Tenant Insurance.  Tenant shall maintain during the Term , at its
sole cost and expense and as additional  rent,  insurance  for fire,  casualty,
hazard and extended coverage with responsible  companies acceptable to Landlord
on the Leased Premises in an amount  representing the full replacement value of
the  improvements on the Leased  Premises and in sufficient  amounts to prevent
Landlord  or  Tenant  from  becoming  a  co-insurer  within  the  terms  of the
applicable  policies;  and  in any  event  in an  amount  equal  to the  amount
currently maintained on the Leased Premises.

         Said fire,  casualty,  hazard and extended  coverage policies shall be
issued in the name of Tenant, with Landlord as a named insured,  with the loss,
if any,  payable to Landlord=s  mortgagee,  or if none, to Landlord and Tenant.
The proceeds of any insurance shall be used to rebuild,  repair and restore the
Leased Premises as provided in this Lease unless prohibited by any mortgage.

         Tenant shall also, at its sole cost and expense, as additional rental,
during the full term of this Lease  maintain  comprehensive  general  liability
insurance with  responsible  companies  acceptable to Landlord  protecting both
Landlord (as an additional  insured) and Tenant  against any and all claims for
personal  injury,  loss of life or damage to property  sustained  or claimed to
have been  sustained  in,  on or about the  Leased  Premises  or the  adjoining
sidewalks,  streets or alleyways.  Tenant shall  maintain all such insurance in
current  coverage  amounts  through  the current  policy  term.  Following  the
expiration  or earlier  termination  of the  current  policies,  any renewal or
replacement policies shall afford protection to the limit of not less than Five
Hundred  Thousand  Dollars  ($500,000)  in  respect to the injury or death of a
single  person,  and  to the  limit  of  not  less  than  One  Million  Dollars
($1,000,000)  in  respect to any one  accident,  and to the limit in respect to
property damage of Three Million Dollars ($3,000,000) .

         Tenant  shall  furnish  Landlord  with  duplicate  originals or copies
certified by the insurance companies, or certificates of all insurance policies
required to be maintained  under this  paragraph and shall procure  renewals of
all such  insurance  policies  at least ten (10)  days  before  the  expiration
thereof.  Such policies  shall provide the Tenant and Landlord shall receive at
least ten (10) days prior written notice of the  cancellation  of the policy or
policies.  In the event Tenant does not acquire the insurance policies required
herein,  Landlord  shall have the right to acquire said policies and charge the
costs therefor as additional rent.

Section 14.6. Confirmation. Tenant shall, at any time and from time to time, on
ten (10) days prior  written  notice by  Landlord,  execute,  acknowledge,  and
deliver to Landlord a written  statement  certifying  that this Lease continues
unmodified  and in full force and effect (or if there have been  modifications,
that this Lease  continues in full force and effect as modified and stating the
modifications), and the dates to which the minimum and the additional rent have
been paid,  and  stating  whether  Landlord  is in default  in  performing  any
covenant to this Lease, and, should Landlord be in default, specifying each and
every such  default and any other  matters  relating  to this  Lease,  it being
intended that any such  statement  delivered  pursuant to this paragraph may be
relied on by Landlord or any  prospective  purchaser or mortgagee of the fee or
any assignee of any mortgagee on the fee of the Leased Premises.

Section 14.7. Survival.  If any term, covenant,  condition or provision of this
Lease is held by a court  of  competent  jurisdiction  to be  invalid,  void or
unenforceable,  the  remainder  of the  provisions  hereof shall remain in full
force and  effect  and shall in no way be  affected,  impaired  or  invalidated
hereby.

Section 14.8.     Memorandum.       Landlord  and Tenant  agree if  Landlord
so desires to  execute,  deliver  and record with the Hamilton  County
Recorder a memorandum of lease  reflecting the terms and conditions of this 
Lease and the option contained herein.

Section  14.9  Attornment.  Tenant  leases the Leased  Premises  subject to any
mortgages  now or  hereafter  placed  upon the real  estate of which the Leased
Premises  are a part and agrees to  cooperate  with  Landlord  in any  attempts
Landlord  may make from time to time to obtain  financing  secured  by the real
estate and improvements  thereon of which the Premises are a part. Tenant shall
attorn to and  subject  and  subordinate  its  interest in the Lease and Leased
Premises to any of Landlord=s mortgagees, transferees, successors or assigns.

Section 14.10.  Applicable Law.     This Lease  shall be deemed to have been 
made in the State of Indiana and shall be construed according to the laws of 
Indiana, without reference to its choice of law rules.

         IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands
the day and year first above mentioned.

ALANDLORD@

Ameling Properties, LLC

/s/ JohnI. Ameling___________________
John I. Ameling, Member





ATENANT@

KAT, Inc.



By:/s/ JohnI. Ameling_______________
President ,
<PAGE>
                                    GUARANTY

         FOR VALUABLE  CONSIDERATION,  the  undersigned  hereby  guarantees  to
Ameling  Properties,  LLC,  (the  ALandlord@)  the full and prompt  payment and
performance  by KAT, Inc.,  (the ATenant@) of each and every  obligation as set
forth in the attached  Lease dated March 18, 1999  between  Tenant and Landlord
including, without limitation, the payment of all costs and expenses (including
attorneys  fees)  reasonably  incurred by Landlord  in the  enforcement  of its
rights under the Lease and/or this Guaranty.  The undersigned  waives notice of
default and consents to such extensions and other modifications of the Lease as
may be agreed upon from time to time between Landlord and Tenant.

Dated:  March 21, 1999                                              

TRANSIT GROUP, INC.



By:/s/ Philip A. Belyew_________
Philip A. Belyew, President


Attest:



By:___________________________

Title:__________________________