<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

                  PROPERTY TRANSFER AND SETTLEMENT AGREEMENT


THIS PROPERTY TRANSFER AND SETTLEMENT AGREEMENT (the "Agreement") is entered
                                                       ---------
into this ___ day of January, 2000 by and between STI PROPERTIES, INC., a
Delaware corporation ("STI"), SCOTT TECHNOLOGIES., INC., a De1aware corporation
("Scott"), COMMUNICATIONS INSTRUMENTS, INC:, a North. Carolina corporation
("CII"), STI, Scott, CII are hereinafter collectively referred to as the
"Parties" and individually as a "Party".
 -------

                                   RECITALS
                                   --------

1. On July 2, 1996, STI (then known as Figgie Properties, Inc.), as landlord
and CII, as tenant, entered into a certain Lease Agreement (the "Lease")
pursuant to which STI leased to CII two parcels of land consisting of
approximately two and one half (2.5) acres located at the northeast corner of
North Main Street and Fifth Street in Mansfield, Ohio together with the
improvements thereon, all fixtures, and certain personal property together
described as the Demised Premises in Article 1 of the Lease, and are more
particularly described on Exhibit A attached hereto and made a part hereof (the
                          ---------
"Real Property"), and on Exhibit B (listing fixtures and certain items of
 -------------           ---------
personal property)(the property described in Exhibits A and B shall hereinafter
collectively be described as the "Demised Premises").
                                  ----------------

2. The term of the Lease commenced on July 2, 1996 and was to continue until
June 30, 2006 unless sooner terminated as provided in the Lease.

3. Article 26 of the Lease establishes certain indemnification obligations which
are applicable to STI (the "STI Indemnification Obligations") and those
                            -------------------------------
Obligations are as modified herein incorporated in and made apart of this
Agreement and shall survive the Closing Date (as defined in Section 7.B. of this
Agreement):


4.  On July 2, 1996, Scott (then known as Figgie International, Inc.) and CII
entered into a certain Environmental Remediation and Escrow Agreement (the
"Remediation Agreement") pursuant to which Scott agreed to: (a) put certain
----------------------
funds in escrow for the payment of certain environmental remediation costs
relating to the Real Property, and (b) perform certain environmental remediation
activities relating to the Real Property.

5. In July 1996, Scott leased certain equipment to CII described on Exhibit C
                                                                    ---------
attached hereto and made a part hereof (the "Equipment") pursuant to certain
                                             ---------
equipment leases (the "Equipment Leases").
                       ----------------

6. The Parties desire to enter into this Agreement to: (a) provide the
definitive agreement contemplated by the Memorandum of Understanding they signed
on November 30, 1999 (b) terminate the Lease, the Remediation Agreement, and the
Equipment Leases and all obligations that either Party has to the other except
as expressly reserved or set forth in this Agreement, (c) set forth the terms
and conditions under which STI will sell the Demised Premises and
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

Equipment to CII, (d) modify the STI Indemnification Obligations, and (e) set
forth certain additional terms and conditions which are applicable to the
Parties.


NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises
of the Parties contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which each party expressly
acknowledges, the Parties, intending to be legally bound, agree and covenant as
follows:


1.   Termination of Lease. Effective as of the Closing Date, the Lease shall be
     ---------------------
deemed terminated and the Parties waive any claim that there was a breach of the
Lease as of the Closing Date and neither Party shall have any further
obligations or liabilities to the other) except as expressly reserved or set
forth in this Agreement.

2. STI's Continuing Obligations and Liabilities Under the Lease.
   -------------------------------------------------------------

     A.   STI's Indemnification Obligations If STI Does Not Obtain a Covenant
     Not to Sue From the State of Ohio. Effective as of the Closing Date,
     thereafter if STI is unable to obtain a covenant not to sue (the "CNS")
                                                                       ---
     from the State of Ohio Environmental Protection Agency (the "EPA") under
     Ohio's Voluntary Action Program (Chapter 3746 of the Ohio Revised Code and
     the regulations promulgated thereunder) (the "VAP.") for the Real Property,
                                                   ---
     STI's Indemnification Obligations shall continue as follows:

          (1) From the Closing Date until and including January 3, 2003, STI's
          Indemnification Obligations shall be limited to a maximum of five
          million dollars ($5,000,000);

          (2) From January 4, 2003 until and including January 3, 2005, STI's
          Indemnification Obligations shall be limited to a maximum of three
          million dollars ($3,000,000);

          (3)  From January 4, 2005 until and including January 3, 2009, -STI's
          Indemnification Obligations shall be limited to a maximum of one
          million five hundred thousand dollars ($1,500,000); and

          (4)  From and after January 4, 2009, STI's Indemnification Obligations
          shall be limited to a maximum of one million dollars($1,000,000).

     B.   -STI's Indemnification Obligations if STI Obtains A CNS From the EPA
          --------------------------------------------------------------------
  after the Closing Date.   Effective as of the Closing Date, if STI obtains a
  -----------------------
  CNS from the EPA under the VAP for the Real Property after the Closing Date,
  STI's Indemnification Obligations on receipt of such CNS shall continue
  thereafter as follows:

          (1)  From the Closing Date until and including January 3, 2002. STI's
               Indemnification Obligations shall be limited to a maximum of five
               million dollars ($5,000,000);
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

          (2) From January 4, 2002 until and including January 3, 2004, STI's
          Indemnification Obligations shall be limited to a maximum of three
          million dollars ($3,000,000);

          (3) From January 4, 2004 until and including January 3, 2010, STI's
          Indemnification Obligations shall be limited to a maximum of five
          hundred thousand dollars ($500,000); and

          (4) From and after January 4, 2010, STI shall have no Indemnification
          Obligations.

   C. STI's Clean-Up Obligations. As soon as is reasonably practicable STI, at
   its own cost and expense, will: (1) in no event more than six months
   following the execution of this Agreement, remove the contaminated soil from
   the portion of the Real Property where the storage shed was located and
   regrade that area with clean soil and gravel and (2) close the groundwater
   monitoring wells on the Real Property when such wells are no longer necessary
   for STI's environmental activities at the Real Property (collectively, the
   "Identified Environmental Remediation Work"). In addition, to the Identified
    -----------------------------------------
   Environmental Remediation Work, in the event STI pursues a CNS for the Real
   Property. STI shall be responsible for paying the reasonable cost of any
   additional environmental clean up work, including any further environmental
   investigations, at the Real Property that is necessary to obtain the CNS.
   Payment of such additional costs shall not reduce STI's Indemnification
   Obligations as set forth in Sections 2.A, and 2.B. of this Agreement. The
   Identified Environmental Remediation Work and STI's pursuit of a CNS for the
   Real Property shall be collectively referred to herein as the "Remediation
                                                                  -----------
   Work."
   ----

3. Access to the Real Property. CII hereby grants entry and access to the Real
   ----------------------------
property to STI and/or STI's agents, employees, representatives and
contractors, as necessary to conduct the Remediation Work. CII shall not
materially interfere with STI's conduct of the Remediation Work, and STI shall
use reasonable care in its conduct of the Remediation Work to not materially
interfere with CII's normal business operations at the Real Property. STI shall
have no liability to CII for any loss, damage, expense or other liability
arising as a result of the interference with CII's normal business operations at
the Real Property in the conduct of the Remediation Work by STI, if STI has used
reasonable best efforts to minimize the disturbance of CII's ability to conduct
business at the Real Property.

4. Termination of Remediation Agreement. Effective as of the Closing Date, the
   ------------------------------------
Existing Remediation Agreement shall be deemed completed and superseded by the
terms and conditions of this Agreement and the Parties waive any claim that
there was a breach of the Remediation Agreement. The Parties agree that on the
Closing Date the Escrow Agent for the Remediation Agreement, Bank One Trust
Company, NA. shall be instructed to immediately release to STI all funds in the
escrow account created pursuant to the Remediation Agreement.
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

S. Termination of Equipment Leases. Effective as of the Closing Date, the
   -------------------------------
existing Equipment Leases shall be deemed terminated and the Parties waive any
claim that there was a breach of the Equipment Leases.

6. CII Cooperation with STI. On and after the Closing Date CII shall at no cost
   ------------------------
to CII reasonably cooperate with STI in its efforts to pursue a CNS from the
EPA under the VAP for the Real Property. If, as a condition to the issuance of
the CNS, it is necessary that deed restrictions be placed on the Real Property
limiting the Real Property to commercial or industrial usage and/or prohibiting
the use or extraction of ground water at the Real Property, CII shall place
such deed restrictions on the Real Property and such deed restrictions shall
constitute Permitted Encumbrances (as defined in Section 7.C. of this
Agreement),

7   Sale and Transfer of the Demised Premises and Equipment to CII.
    --------------------------------------------------------------

          A.  Purchase Price; Payment and Escrow Agent. STI shall sell and CII
              shall purchase the Demised Premises and the Equipment for a total
              of two hundred thousand dollars ($200,000) (the "Purchase Price").
              On or before January 7, 2000 (or the scheduled Closing Date if
              that is delayed pursuant to the terms of this Agreement), CII
              shall deliver the Purchase Price (less any amount deducted as a
              result of prorations described in Section 7.F. below) to Chicago
              Title Insurance Corporation (the "Escrow Agent") by wire transfer.
                                                ------------
              The Escrow Agent shall hold the funds and any other documents that
              are deposited with the Escrow Agent in accordance with this
              Agreement, subject to the Escrow Agent's usual conditions of
              acceptance where not contrary to the terms of this Agreement: The
              Escrow Agent is hereby authorized to close the transaction and
              make all prorations and allocations which, in accordance with
              Agreement are to be made between the Parties.

          B.  Closing. The Closing of the sale of the Demised Premises and
              Equipment to CII shall take place on or before January 7, 2000,
              unless delay in accordance with Section 7.C. of this Agreement.
              The "Closing Date" shall be the date on which the sale of the
              Demised Premises and Equipment to CII actually closes.

C   Title Commitments, Title Objections, and Title Policy". STI has caused
       the Escrow Agent to issue and deliver to CII a Commitment for an Owners
       Policy of Title Insurance (the "Commitment") in the amount of the
                                       ----------
       Purchase Price together with legible copies of 311 documents identified
       in Schedule B, Section n of the Commitment. CII has provided STI with
       written notice (the "Title Objection Notice") of any restrictions,
                            ----------------------
       conditions, liens or encumbrances identified in the Commitment that are
       not acceptable to CII and which render title to the Real Property
       unmarketable. STI shall be obligated to commence and to diligently pursue
       the resolution or elimination of any restrictions, conditions, liens or
                         -----------
       encumbrances which are property identified in the Title Objection Notice.
       In the event that STI, despite reasonably diligent efforts, cannot
       resolve or eliminate a restriction, condition, lien or encumbrance
       identified in the Title Objection Notice prior to the Closing Date,
       the Closing Date shall be postponed for a period of up to thirty (30)
       days (during such time CII shall not be obligated to pay rent under the
       Lease) to
<PAGE>

allow STI to complete the resolution or elimination of the restriction,
condition, lien or encumbrance at issue. The Parties acknowledge that the
restrictions, condition, liens and/or encumbrances identified on Exhibit D
                                                                 ---------
attached hereto and made a part hereof shall not render the title unmarketable
and shall be considered.  "Permitted Encumbrances." On or before the Closing
                           -----------------------
Date, STI shall cause the Escrow Agent to issue a pro-forma ALTA Owner's Policy
of Title Insurance (the "Title Policy") in the amount of two hundred thousand
                         ------------
dollars ($200,000) insuring title to the Real Property in the name of CII and
excepting from such coverage only the Permitted Encumbrances. STI and CII shall
execute and deliver to the Escrow Agent such affidavits as the Escrow Agent may
require in order for the deletion of the so-called standard exceptions from the
Title Policy.

D. Limited Warranty Deed and Bill of Sale. On or before January 7, 2000 (or the
scheduled Closing Date if that is delayed pursuant the terms of this Agreement),
STI shall deliver to the Escrow Agent a duly executed, witnessed and
acknowledged limited warranty deed (the "Deed") pursuant to which STI transfers
                                         ----
the Demised Premises to CII, subject only to the Pemlined Encumbrances. On or
before January 7, 2000 (or the scheduled Closing Date if that is delayed
pursuant to the terms of this Agreement), Scott shall deliver to Escrow Agent a
Bill of Sale pursuant to which the Equipment is transferred to CII free and
clear of any liens and encumbrances.

E. Delivery of Plans and Assignment of Warranties. At or prior to the Closing
Date, STI and/or Scott shall use reasonable efforts to deliver to CII all
plans, drawings, specifications etc. of the buildings on and other improvements
to the Real Property, if any. The Parties acknowledge that substantially all of
such documents, if any, were delivered to CII at the commencement of the Lease
in 1996. STI has delivered to CII the existing roof warranty applicable to the
Real Property.

     F.   Costs; Expenses and Prorations.

     1.   Escrow Agent shall charge STI with; (a) one-half (1/2) of the escrow
          fee, if any, (b) the conveyance fee required by law to be paid at the
          time the Deed is recorded, (c) the cost of canceling of record any
          lien on the Demised Premises, and (d) the cost of the Title Policy.

     2.   Escrow Agent shall charge CII (a) one-ha1f (1/2) of the escrow fee, if
          any, (b) all recording fees, and (c) all other and expenses incurred
          by the Escrow Agent associated with the transfer of the Demised
          Premises and Equipment to CII.

     3.   The Parties acknowledge and agree that: (a) at the commencement of the
          Lease CII deposited with STI a security deposit in the amount of Forty
          Thousand Dollars ($40,000) (the "Deposit"), (b) as of the date of this
          Agreement, STI has collected and is holding Nine Thousand Eighty-One
          and 34/l00 Dollars ($9,081.34) of deposits made by CII during 1999 for
          the payment of real estate taxes on the Real Property that become due
          in 2000 (the "1999 Tax Deposit AmoW1t"), (c) STI owes CII Five
          Thousand Eight Hundred Fifty-Six and 55/l00 Dollars ($5,856.55) for
          deposits made
<PAGE>

         by CII in 1996 (the "1996 Tax Deposit Amount"), and (d) the Deposit
         will be split equally between the Parties. In order to effectuate the
         foregoing agreements; (x) at Closing, CII will receive a credit against
         the Purchase Price in the amount of Thirty-Four Thousand Nine Hundred
         Thirty-Seven and 89/100 Dollars ($34,937.89) (the sum of one-half (1/2)
         of the Deposit, the entire 1999 Tax Deposit Amount, and the entire 1996
         Tax Deposit Amount), and (y) STI shall be entitled to retain the
         Deposit, the 1999 Tax Deposit Amount, and the 1996 Tax Deposit Amount
         that it currently holds, and (z) CII shall be responsible for paying
         all real estate taxes and assessments that are payable in January of
         2000 and thereafter,

     G. Casualty and Condemnation. If, between the date this Agreement is fully
     executed and the Closing Date, the Real Property or any material portion
     thereof is damaged, or destroyed by fire or other cause, or title to or
     use of the Real Property or any material portion thereof is taken by
     exercise of condemnation or eminent domain or by any amicable acquisition
     in lieu thereof, then in such event, CII shall have the right terminate
     this Agreement with no further obligation hereunder. In such event, the
     entire insurance proceeds payable to STI on account of such damage or
     destruction or the net proceeds payable to STI for such taking shall be
     paid over to STI.


8. As-Is Purchase. CII ACKNOWLEDGES THAT IT IS ACCEPTING THE DEMISED PREMISES
   --------------
AND EQUIPMENT IN "AS-IS" "WHERE-IS" CONDITION WITH ALL FAULTS AND THAT STI AND
SCOTT ARE PROVIDING NO WARRANTY OR REPRESENTATION REGARDING THE PHYSICAL
CONDITION OF THE DEMISED PREMISES OR EQUIPMENT OR ITS SUIT ABILITY FOR A
PARTICULAR USE OR PURPOSE.

9. Release and Reservation of Rights by CII of STI and Scott. Effective as of
   ---------------------------------------------------------
the Closing Date, except as expressly provided in this Agreement or reserved
herein, CII irrevocably acquits, discharges and forever releases STI and Scott
and their officers, directors, and shareholders, employees from any and all
causes of action, claims, liens, injuries, damages, suits, losses, debts,
demands, 1iabilities and obligations, asserted and unasserted, known and
unknown, of any nature of kind, arising out of or related to the Demised
Premises, the Lease; the Remediation Agreement or the Equipment Leases except
that CII expressly reserves any rights it may have under the Article 26 of the
Lease as modified by this Agreement, under the Asset Purchase Agreement between
the Parties dated as of June 27, 1996 (except for liabilities, rights or
obligations described in the Asset Purchase Agreement that are expressly
addressed by this Agreement), and any non-contractual claim or right to
contribution or indemnity it may have under common law or statute (including
CERCLA) in the event of a third party claim against it relating to environmental
conditions at or emanating from the Demised Premises.

10. Release and Reservation of Rights by STI and Scott of CII. Effective as of
    ---------------------------------------------------------
the Closing Date, except as expressly provided in this Agreement or reserved
herein, STI and Scott irrevocably acquit, discharge and forever release CII and
its officers, directors, shareholders, and employees from any and all causes of
action, claims, liens, injuries, damages, suits, losses, debts, demands,
liabilities, and obligations, asserted and unasserted, known and unknown, of any
nature of kind, arising out of or related to the Demised Premises, the Lease,
the Remediation Agreement or the Equipment Leases except that can expressly
reserves any rights it may have under the
<PAGE>

Article 26 of the Lease as modified by this Agreement under the Asset Purchase
Agreement (except for liabilities, rights or obligations described in the Asset
Purchase Agreement that are expressly addressed by this Agreement), and any non-
contractual claim or right to contribution or indemnity it may have under common
law or statute (including CERCLA) in the event of a third party claim against it
relating to environmental conditions at or emanating from the Demised Premises,

11. No Admission of Liability. The Parties expressly acknowledge that their
    -------------------------
agreement to enter into and sign this Agreement shall not in any way be
construed as an admission of responsibility, obligation or liability. This
settlement is intended merely to avoid further dispute. Except as expressly
provided or reserved in this Agreement, the Parties agree that this Agreement is
made as a good faith settlement of all matters between the arising out of or
relating to the Demised Premises, the Lease, the Remediation Agreement or the
Equipment Leases.

12.  Significance of Agreement. The Parties declare and acknowledge that the
     -------------------------
terms of this Agreement have been completely read, are fully understood) and
voluntarily accepted.  Except for those potential rights and claims reserved in
this Agreement or as otherwise provided in this Agreement, the Parties
acknowledge that the Agreement is entered into for the purpose of making a full
and final compromise, adjustment, and settlement of all claims, disputed or
otherwise, that any of the Parties may have against the others, arising out of
or related to the Demised Premises, the Lease, the Remediation Agreement or the
Equipment Leases and for the express purpose of settling and concluding forever
any further or additional claims of any nature or kind whatsoever related
thereto. This Agreement has been prepared through the combined efforts of the
Parties and each Party has had the assistance and advice of counsel in reviewing
this Agreement.

13. No Disclosure. Except as required by law or as is reasonably necessary to
    -------------
facilitate a Party's satisfaction of its obligation under this Agreement,
neither party will disclose to any other person or entity other than its agents
and employees the amount or the terms and conditions of this Agreement or any
facts or circumstances giving rise to this Agreement.

14. Legal Fees. Each party shall be responsible for its own legal fees and
    ----------
expenses with respect to this Agreement. Should a dispute arise as to the
interpretation of this Agreement, the prevailing party in any litigation or
arbitration related to such dispute shall be entitled to recover from the other
party his reasonable attorney's fees and expenses.

15. Significance of Recitals. The recitals at the beginning of this Agreement
    --------------------------
are intended to be covenants of the Parties, are a material part of this
Agreement, and are binding on the Parties.

16. Choice of Law. This Agreement shall be governed by the laws of the State of
    -------------
Ohio.

17.  No Brokers. The Parties represent to each other that no broker, consultant,
     ----------
or finder has been hired, employed, or engaged in connection with the
negotiation of this Agreement or the consummation of the purchase of the
property contemplated by this offer. The Parties covenant
<PAGE>

and agree with each other to indemnify the other against liability arising from
any claim that these representations and warranties are untrue. The party
against whom the claim is asserted shall deal exclusively with such claim.

18. Entire Agreement. This Agreement and Exhibits A, B, C, and D embody the
    ----------------
entire agreement of the Parties with respect to the subject matter involved. All
previous communications or agreements, whether written or oral, between and
among the Parties and/or their attorneys relating to the subject matter hereof,
are superseded unless expressly incorporated and made a part of this Agreement,
except for the Asset Purchase Agreement. In any conflict between the terms of
this Agreement and the Asset Purchase Agreement, the terms of this Agreement
shall be controlling.

19. Survival/Binding Agreement.  The obligations of the Parties described in
    --------------------------
Article 26 of the Lease as modified herein in Sections 2, 3, 6, 8, 9, 10, 13,
14, 16, 20 and this Section 19 shall survive the Closing Date. This Agreement
shall be binding on the Parties and their respective successors and assigns.

20. Multiple Counterparts. This Agreement may be executed on separate signature
    ---------------------
pages by each of the Parties and will be deemed fully executed when each Party
has signed and delivered a signature page for the other Party. Original
signatures transmitted by facsimile are acceptable. All executed signature pages
will be aggregated and attached to this Agreement and will constitute the entire
Agreement of the Parties.
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set forth in the first paragraph above.


                    STI PROPERTIES, INC.;

                    By:  ___________________________________________

                    Its:    ________________________________________



                    SCOTT TECHNOLOGIES, INC.:

                    By:  ___________________________________________

                    Its:    ________________________________________


                    COMMUNICATIONS INSTRUMENTS, INC.:


                    By:  /s/ [SIGNATURE ILLEGIBLE]^^
                       ---------------------------------------------

                    Its: President
                        --------------------------------------------
                        Jan 6, 2000
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set forth in the first paragraph above.


                    STI PROPERTIES, INC.:

                    By:/s/ [ILLEGIBLE]^^
                       -----------------------------------------

                    Its: VICE  PRESIDENT
                        ----------------------------------------


                    SCOTT TECHNOLOGIES, INC.:


                    By:
                       -----------------------------------------

                    Its:
                        ----------------------------------------

                    COMMUNICATIONS INSTRUMENTS, INC.:


                    By:  _______________________________________


                    Its:  ______________________________________
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
set forth in the first paragraph above.

STI PROPERTIES, INC.:

By: __________________________________

Its: _________________________________



SCOTT TECHNOLOGIES, INC.:








COMMUNICATIONS INSTRUMENTS, INC.:


By: __________________________________

Its: _________________________________
<PAGE>

                                                                   EXHIBIT 10.45
                                                                   -------------

                                   EXHIBIT A
                                   ---------

                               LEGAL DESCRIPTION
                               -----------------

                                   Parcel #1
                                   ---------

Situated in the State of Ohio, County of Richland, City of Mansfield, and known
as being all of Lot No.298 and part of Lot Nos. 295 and 299 of the consecutively
numbered lots of the City of Mansfield, also known as being part of Lot Nos.
15, 18 and 19 in Bentley's Addition as recorded in Plat Volume 1, Page 43, and
further bounded and described as follows:

Commencing at the intersection of the East line of North Main Street (60 feet
wide) with the South line of East Sixth Street (60 feet wide);

Thence South 09(degrees)30'00" West, along the East line of North Main Street, a
record distance of 290.00 feet, to the Southwest corner of a parcel now or
formerly owned by the City of Mansfield as recorded in Deed Volume 896 Page 650
of the Richland County records, referenced by a 5181' rebar with ID cap "Bock &
Clark" set South 09(degrees)30'00" West, 5.00 feet, said point also being "TRUE
PLACE OF BEGINNING" of the Parcel herein described;

Thence, South 80(degrees)37'07" East, along the South line of the aforesaid City
of Mansfield parcel. 180.89 feet to a point, referenced by a 518" rebar with ID
cap "Bock & Clark" found North 80(degrees)37'07" West, 6.00 feet;

Thence. South 09Q32'33" West, 160,00 feet to a point on the centerline of Hill
Alley, now vacated, referenced by a railroad spike found North 21(degrees)27'47"
West, 11.65 feet;

Thence North 80Q37'07" West, along the centerline of Hill Alley, now vacated,
107.52 feet to the Southeast corner of a parcel now or formerly owned by the
City of Mansfield as recorded in Deed Volume 908 Page 729 of the Richland County
records, referenced by a drill hole found North 09(degrees)30'00" East, 10.00
feet;

Thence North 09(degrees)301.00" East, along the East line of the last mentioned
City of Mansfield parcel, 70.00 feet to the Northeast corner thereof and a 518"
rebar found;

Thence North 80(degrees).37'07" West. 73.25 feet to a point on the East line of
North Main Street and a 518" rebar with ID cap "Bock & Clark" found;

Thence North 09(degrees)30'00" East, along the East line of North Main Street,
90.00 feet to the "TRUE PLACE OF BEGINNING" and containing 0.5465 acres of land
(23805 sq. ft.), more or less, as calculated by the above courses by Steven w.
Clutter. Ohio Registered Surveyor No.7655, for and on behalf of Bock & Clark
under Project No.96165, and subject to all legal highways and easements of
record.
<PAGE>

                                   Parcel #2
                                   ---------

     Situated in the State of Ohio, County of Richland, City of Mansfield, and
known as being all of Lot Nos. 288, 289, 292, 293, 294, 2572, 2573, 2574, 2575,
2576, and 2577 of the consecutively numbered lots of the City of Mansfield, also
known as being part of Lot Nos. 7, 8, 9, 10, 11, 12, 13 and 14 in Bentley's
Addition as recorded in Plat Volume 1, Page 43, and further bounded and
described as follows:

     Commencing at a drill hole found at the intersection of the North line of
East Fifth Street (60 feet wide) with the West line of North Diamond Street (60
feet wide), said point also being the "TRUE PLACE OF BEGINNING" of the parcel
herein described;

     Thence, North 80(degrees)29'07" West, along the North line of East Fifth
Street, 361.18 feet to a railroad spike found on the East line of North Main
Street;

     Thence, North 09(degrees)30100" East, along the East line of North Main
Street, 251.02 feet to a point on the centerline of Hill Alley, now vacated,
referenced by a drill hole found South 09(degrees)30'00" West, 10.00 feet;

     Thence South 80(degrees)37'07" East, along the center line of Hill Alley,
now vacated, 361.58 feet to a point on the West line of North Diamond Street,
referenced by a railroad spike found South 09(degrees)35'04" West, 10.00 feet;

     Thence South 09(degrees)35'04" West, along the West line of North Diamond
Street, 251.86 feet to the "TRUE PLACE OF BEGINNING" and containing 2.0859 acres
of land (90862 sq. feet), more or less. as calculated by the above courses by
Steven w. Clutter. Ohio Registered Surveyor No. 7655, for and on behalf of Bock
& Clark under Project No.96165, and subject to all legal highways and easements
of record.
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------


                                   EXHIBIT B
                                   ---------


      Book entries on Hartman Electric Division of Figgie International, Inc.
      setting forth the amount of fixed asset additions to Demised Premises,
      Mansfield, Ohio and certain supporting schedules.

<TABLE>
<CAPTION>
HARTMAN ELECTRICAL - FIXED ASSETS
                                                                                   Net
                                             Balance @           1995            Book Value        1995              Balabnce
                                             12/31/95          Accum Depr        @ 12/31/95      Accum Depr          @ 4/30/96
                                           --------------------------------------------------------------------------------------
<S>                                        <C>                <C>                <C>             <C>                 <C>
16020100 Land                                155,041.89                          155,041.89                           155,041.89
16020300 Land - Malone Building               10,000.00                           10,000.00                            10,000.00
16020400 Land - Tucker Building               10,000.00                           10,000.00                            10,000.00
16020500 Land - Parking Lot                   29,990.00                           29,990.00                            29,990.00
                                           ---------------------------------------------------------------------------------------
                                             205,031.89                 0.00     205,031.89            0.00           205,031.89

16200100 Building                            300,472.30          (284,616.55)     15,855.75         (504.18)           15,351.57
16220100 Building Improvements               632,561.41          (208,078.47)    424,482.94      (21,085.35)          403,397.59
16220200 Building Emer Facility              200,825.54          (200,825.54)          0.00            0.00                 0.00
                                           ---------------------------------------------------------------------------------------
                                           1,133,859.25          (693,520.56)    440,338.69      (21,589.53)          418,749.16


                   Additions            Cost                                   Additions                Cost
                   per Year             Base                                   per Year                 Base
                   ----------------------------                                -----------------------------

                     1943             49,868.00                                  1989
                     1955              9,102.00                                  1990
                     1957            127,159.00                                  1991             247,354.05
                     1957                976.00                                  1992             110,949.52
                     1960              1,799.00                                  1993             233,718.96
                     1960                186.00                                  1994              50,538.88
                     1961                833.00
                     1963              2,134.00
                     1963              2,365.00
                     1963                464.00
                     1963              1,427.00
                     1963             52,114.00
                   1966 DP            45,794.80
                     1989              6,250.00
                   ----------------------------                                -----------------------------
                    TOTAL            300,472.30                                 TOTAL             632,561.41
</TABLE>
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------


                        DETAIL OF BUILDING IMPROVEMENTS
                               Additions by Year

===============================================================================
                                1991 ADDITIONS
===============================================================================
AR #41060             WHITE TORNADO                                  160,601.74
-------------------------------------------------------------------------------
AR #41064             OSCILLOSCOPES                                    3,874.00
-------------------------------------------------------------------------------
AR #41066             VIBRATION CHAMBER                               38,478.31
-------------------------------------------------------------------------------
AR #41068             CAE EQUIPMENT                                    7,528.95
-------------------------------------------------------------------------------
NON-AR CHRGS                                                          90,871.05
-------------------------------------------------------------------------------

                                             1991 TOTAL              247,354.05
-------------------------------------------------------------------------------



===============================================================================
                                1992 ADDITIONS
===============================================================================
                                    817180
                                  BLDG. IMP.
-------------------------------------------------------------------------------
AR #41074             PERFORMANCE BOND POLICY                          2,196.00
-------------------------------------------------------------------------------
AR #41074             ROOF REPLACEMENT                                79,200.00
-------------------------------------------------------------------------------
AR #41074             ROOF REPLACEMENT                                18,457.00
-------------------------------------------------------------------------------
AR #41068             1991 CIP - Design - Eng/Install Sink             1,252.52
-------------------------------------------------------------------------------
AR #41068             Design - Eng/Install office - Eng                3,740.00
-------------------------------------------------------------------------------
AR #41060             1991 CIP - Relocate Trimax Control System        6,104.00
-------------------------------------------------------------------------------

                                             1992 TOTAL              110,949.52
-------------------------------------------------------------------------------


===============================================================================
                                1993 ADDITIONS
===============================================================================
                      ROOF DECK REPLACEMENT                           19,503.00
-------------------------------------------------------------------------------
                      ELECTRICAL SYSTEM REPLACEMENT                  204,215.96
-------------------------------------------------------------------------------

                                             1993 TOTAL              223,718.96
-------------------------------------------------------------------------------


                                   Exhibit B
                                  Page 2 of 3
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

<TABLE>
<CAPTION>
==================================================================================================================================
                                                          1994 ADDITIONS
                                                          AS OF 12/31/94
==================================================================================================================================
<S>            <C>                                               <C>                              <C>                 <C>
  07/19/94     COMPRESSOR FOR A/C ACCT. OFFICE                   - Transfer from CIP                                  $  2,310.17
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     ELECTRICAL WORK ASSY AREA                         - Transfer from CIP                6,032.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     ELECTRICAL WORK ASSY AREA                         - Transfer from CIP                3,552.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     INSTALL WEST WING A/C                             - Transfer from CIP                3,680.10
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     INSTALL HOT WATER HEATER                          - Transfer from CIP                2,037.70
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     Install Electric Heating - Assembly               - Transfer from CIP                1,317.19
 ---------------------------------------------------------------------------------------------------------------------------------
  10/31/94     PLATING ROOM MODIFICATIONS                        - Transfer from CIP                3,912.48
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     ELECTRICAL WORK ASSY AREA                         - Transfer from CIP                  370.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     BUILT-IN CABINETS                                 - Transfer from CIP                3,241.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     WALL LOCKERS/CONF. TABLE/LABOR                    - Transfer from CIP                1,690.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     VARIOUS BLDG. REMODEL PROJECTS                    - Transfer from CIP               42,054,44
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     INSTALL EMERGENCY LIGHTS                          - Transfer from CIP                1,040.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     SINK, AIR LINES & HANGERS in new cell             - Transfer from CIP                4,550.54
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     PHONE SYSTEM ROOM                                 - Transfer from CIP                  300.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     OFFICE/DOOR & MACH. SHOP RENOV.                   - Transfer from CIP               11,679.50
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     GUARD BAKLIGHT FIXSTEEL DOOR                      - Transfer from CIP                4,240.00
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     OFFICES                                           - Transfer from CIP                3,332.50
----------------------------------------------------------------------------------------------------------------------------------
  10/31/94     ROOF TOP EXHAUST SYSTEM                           - Transfer from CIP                9,032.06           103,966.71
----------------------------------------------------------------------------------------------------------------------------------
               TRANSFER (OUT) TO OTHER DIVISIONS                                                                       106,276.88
----------------------------------------------------------------------------------------------------------------------------------
  09/30/94     ESD BENCHES                                       SCOTT AVIATION                   (43,942.00)
----------------------------------------------------------------------------------------------------------------------------------
  09/30/94     ESD BENCHES GSA                                   FIGGIE POWER                     (11,XXX.XX)          (23,XXX.00)
----------------------------------------------------------------------------------------------------------------------------------

                                                                                                           1994 TOTAL  $50,538.88
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                   Exhibit B
                                  Page 3 of 3
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------

                                   EXHIBIT C
                                   ---------

                               LEASED EQUIPMENT
                               ----------------


1. Wysong PH60-72 Press Brake -Serial No. HP-B41-103

2. Stong Tool Powermatic 15 in. Bench Drill Press Heads -Models No. 1150A;
   Serial Nos. 931SV 120, 121, 122, 123, 124 & 125

3. TrompfTC500 Punch-in Center -Serial No. 040166

4. Chiron F2-12W Machine Center -Serial No. 470-42
<PAGE>

                                                                   Exhibit 10.45
                                                                   -------------


                                   EXHIBIT D
                                   ---------

                         PERMITTED TITLE ENCUMBRANCES
                         ----------------------------



All legal highways, building and zoning ordinances, easements, conditions and
restrictions of record, and real estate taxes and assessments, which are a
lien but are not yet due and payable.