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                                THE BUSINESS CENTER 
                               OFFICE/WAREHOUSE LEASE
                                          
THIS LEASE, made this 4th day of April, 1997, by and between the Owner of the 
leased premises through its Agent, Nooney Krombach Company, a Missouri 
corporation (hereinafter referred to as "Landlord"), and CCI Group, Inc., a 
Missouri corporation (hereinafter referred to as "Tenant");
     
WITNESSETH:
     
     1.   LEASED PREMISES. Landlord hereby demises and leases to Tenant that 
certain space  located at 13739, Rider Trail North, St. Louis, Missouri 
63045, which space contains approximately 11,719 square feet of space, as 
more fully described on Exhibit "A", attached hereto and made a part hereof 
(hereinafter referred to as the "Premises"), plus the use of all common areas 
in and about Landlord's building, and the real estate thereunder (hereinafter 
referred to as the "Property").
     
     Tenant has Inspected the Premises and accepts the same in its present 
"AS IS" condition, acknowledging that the Premises are in good order and 
satisfactory condition as of the date of Tenant's possession. Tenant further 
acknowledges that Landlord has made no representations to Tenant with respect 
to any alterations, repairs or Improvements to be constructed within the 
Premises.
     
     2.   USE. The Premises shall be used only for the purpose of general 
offices and/or receiving, storing and shipping materials, products and 
merchandise made and/or distributed by Tenant. Outside storage including, 
without limitation, drop shipments, dock storage, trucks and other vehicles, 
is prohibited without Landlord's prior written consent Tenant shall obtain, 
at Tenant's sole cost and expense, any and all licenses and permits necessary 
for Tenant's contemplated use of the Premises. Tenant shall comply with all 
existing and future governmental laws, ordinances and regulations applicable 
to the use of the Premises, as well as all requirements of Landlord's 
Insurance carrier. Tenant shall not permit any objectionable or unpleasant 
odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, 
nor take any other action which would constitute a nuisance or which would 
disturb or endanger any third-party tenants of the Property, or unreasonably 
interfere with such third-party tenants' use of their respective space. 
Tenant shall not receive, store or otherwise handle any product, material or 
merchandise which is explosive or highly inflammable. Tenant shall comply 
with all statutes, ordinances, rules, codes, regulations and requirements of 
any federal, state, municipal or other governmental or quasi-governmental 
authority with respect to any hazardous wastes (as such term is defined from 
time to time by any governmental or regulatory authority) which are stared, 
produced, manufactured, treated, or disposed of by Tenant within the 
Premises; and Tenant agrees to indemnity, defend and hold Landlord harmless 
from and against any and all liabilities or claims by reason of any injury to 
persons or damage to property arising out of the discharge, disbursement, 
release, or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic 
chemicals, hazardous wastes, liquid or gasses, waste materials or other 
irritants, contaminants or pollutants into or about the Premises or Property, 
which originate from any products stored, produced, manufactured, treated, or 
disposed of by Tenant within the Premises. The aforesaid indemnification and 
defenses shall survive the term of this Lease.
     
     3.   COMMENCEMENT. The term of this Lease shall be one (1) year and zero 
(0) months, commencing on the 1st day of November 1997, and expiring on the 
31st day of October 1998 both inclusive. See ADDITIONAL PROVISIONS, Section 
33.
     
     4.   RENT. Tenant shall pay the following Base Rent and Additional Rent 
(hereinafter collectively referred to as "Rent") during the term of this 
Lease, in advance, on the first day of each calendar month, or as otherwise 
set forth in this Lease, without setoff or deduction, at the office of 
Landlord. In the event any Rent is due for a partial calendar month or year, 
the Rent shall be equitably adjusted to reflect that portion of the lease 
term within such month or year. All accrued Rent shall survive the lease term.
     
     (a) BASE. Tenant shall pay to Landlord, as Base Rent, the sum of Ninety
Thousand, Eight Hundred Twenty-eight and 00/100 Dollars ($90,828.00), per year,
payable in equal monthly installments of Seven Thousand, Five Hundred Sixty-nine
and  00/100 Dollars ($7,569.00) each.

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     (b) ADDITIONAL. Tenant shall pay to Landlord, as Additional Rent, Tenant's
pro rata share of the common area maintenance charges incurred by Landlord for
and on behalf of the Property; and, in addition thereto, Tenant shall pay to
Landlord, as Additional Rent, Tenant's pro rata share of any increase in Taxes
and Insurance over the actual Taxes and Insurance payable by Landlord in the
1997 calendar year.
 
          (i) TAXES. Taxes shall include, without limitation, any tax,
assessment, trustees' fee, or governmental charge (herein collectively referred
to as "Tax") imposed against the Property, or against any of Landlord's personal
property located therein. Taxes, as herein defined, are predicated upon the
present system of taxation in the state of Missouri. Therefore, if due to a
future change in the method of taxation any rent, franchise, use, profit or
other tax shall be levied against Landlord in lieu of any Tax which would
otherwise constitute a "real estate tax", such rent, franchise, use, profit or
other tax shall be deemed to be a Tax for the purposes herein. In the event
Landlord is assessed with a Tax which Landlord, in its sole discretion, deems
excessive, Landlord may challenge said Tax or may defer compliance therewith to
the extent legally permitted; and, in the event thereof, Tenant shall be liable
for Tenant's pro rata share of all costs in connection with such challenge.
 
          (ii) INSURANCE. Insurance shall include, without limitation, premiums
for liability, property damage, fire, workers compensation, rent and any and all
other insurance (herein collectively referred to as "Insurance") which Landlord
deems necessary to carry on, for, or in connection with Landlord's operation of
the Property. In addition thereto, in the event Tenant's use of the Premises
shall result in an increase of any of Landlord's Insurance premiums, Tenant
shall pay to Landlord, upon demand, as Additional Rent, an amount equal to such
increase in Insurance. Such payments of Insurance shall be in addition to all
premiums of insurance which Tenant is required to carry pursuant to Section 19
of this Lease.

          (iii) COMMON AREA MAINTENANCE. Common area maintenance charges
(hereinafter referred to as "CAM") shall include without limitation: the
maintenance, repair and replacement, if necessary, of the downspouts, gutters
and the non-structural portions of the roof, the paving of all parking
facilities, access roads, driveways, sidewalks and passageways; trunk-line
plumbing (as opposed to branch-line plumbing); common utilities and exterior
lighting; landscaping; snow removal; fire protection; exterior painting and
interior painting of the common areas of the Property; management fees; and all
other expenses incurred by Landlord for or on behalf of the Property.
Notwithstanding the aforesaid, in no event shall CAM expenses include any
expense chargeable to a capital account or capital improvement under generally
accepted accounting principles as currently employed by Landlord; nor shall It
include any expense for which Landlord is otherwise reimbursed.
        
          (iv) PAYMENT OF ADDITIONAL RENT. Landlord shall have the right to
invoice Tenant monthly, quarterly, or otherwise from time to time, for Tenant's
pro rata share of the actual Taxes, Insurance and CAM expenses payable by Tenant
under this Lease; and Tenant shall pay to Landlord, as Additional Rent, those
amounts for which Tenant is invoiced within thirty (30) days after receipt of
said invoice.
        
     Alternatively, at Landlord's election, Landlord shall have the right to 
invoice Tenant monthly for Tenant's pro rata share of such expenses, as 
reasonably estimated by Landlord, based upon the expenses incurred by and on 
behalf of the Property in the preceding calendar year. Any monies paid in 
advance to Landlord by Tenant shall not accrue interest thereon. At the end 
of each calendar year, Landlord shall deliver a statement to Tenant setting 
forth the difference between Tenant's actual pro rata share of Taxes, 
Insurance and/or CAM expenses and the total amount of monthly payments, paid 
by Tenant to Landlord. Tenant shall thereafter pay to Landlord the full 
amount of any difference between Tenant's actual obligation over the total 
amount of Tenant's estimated payments, within thirty (30) days after receipt 
of said statement; conversely, in the event Tenant's estimated payments exceed 
Tenant's actual obligation, Landlord shall either refund the overpayment to 
Tenant or credit said overpayment against Tenant's monthly obligation in the 
forthcoming year.
    
     For purposes of this Lease, Tenant's pro rata share is hereinafter 
defined as a fraction, the numerator of which shall be the square footage of 
the Premises, and the denominator of which shall be the square footage of the 
rentable area of the Property, which pro rata share is hereby agreed to be 
equal to 18.20%. In the event this Lease expires on a date other than the end 
of a billing period, Tenant's obligation with respect to any amounts owed to 
Landlord shall survive the expiration of the lease term, and shall be 
invoiced to Tenant when the same have been accurately determined or, at 
Landlord's option, such amounts shall be reasonably estimated by Landlord to 
reflect the period of time the Lease was in effect during such billing period.
    

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     Landlord shall maintain complete and accurate records of all Taxes, 
insurance and CAM expenses incurred in connection with the Property. Tenant 
shall have the right to inspect such records at Tenant's sole cost and 
expense, at the office of Landlord's managing agent during said agent's 
normal business hours, upon five (5) days prior written notice. Landlord 
shall not be obligated to provide Tenant with detailed summaries or receipts 
for any expenses incurred by or on behalf of the Property; but Landlord shall 
provide Tenant with one or mare statements setting forth such expenses, 
categorized by class and amount. Notwithstanding the aforesaid, unless Tenant 
asserts specific errors within ninety (90) days after receipt of any invoice, 
or year-end statement, it shall be deemed that said Invoice, or year-end 
statement, is correct.
     
     5.   LATE CHARGE. In the event Tenant is late in the payment of any Rent 
or other charge due Landlord, Tenant shall be assessed a late charge for 
Landlord's increased administrative expenses, which late charge shall be 
equal to five percent (5%), per month, of all outstanding amounts owed 
Landlord.
     
     6.   UTILITIES. Landlord agrees to supply water, gas, electricity end 
sewer connections to the Premises. Tenant shall pay for all gas and 
electricity used by Tenant within the Premises, together with any taxes, 
penalties, surcharges or the like pertaining thereto, and Tenant shall be 
liable for all maintenance and equipment with respect to the continued 
operation thereof including, without limitation, all electric light bulbs, 
tubes and starters. Normal usage of water and sewer is included in the Base 
Rent; however, in the event Tenant's consumption of water and/or sewer is in 
excess of normal usage, as reasonably determined by Landlord's independent 
consultant, Tenant shall pay for such excess usage, from time to time, as 
determined by a submeter placed upon such utilities or as reasonably 
determined by said consultant. In no event shall Landlord be liable for any 
interruption or failure of any utility servicing the Property.
     
     7.   LANDLORD'S REPAIRS AND MAINTENANCE. Landlord, at Landlord's sole 
cost and expense, shall maintain, repair and replace, if necessary, the 
structural portions of the roof and the exterior walls. Notwithstanding the 
aforesaid, in the event any such maintenance or repairs are caused by the 
negligence of Tenant or Tenant's employees, agents or invitees, Tenant shall 
reimburse to Landlord, as Additional Rent, the cost of all such maintenance 
and repairs within thirty (30) days after receipt of Landlord's Invoice for 
same. For purposes of this Section, the term "exterior walls" shall not 
include windows, plate glass, office doors, dock doors, dock bumpers, office 
entries, or any exterior improvement made by Tenant. Landlord reserves the 
right to designate all sources of services in connection with Landlord's 
obligations under this Lease. Tenant hereby grants to Landlord the right to 
enter upon the Premises, at reasonable times, and upon reasonable notice, 
except in emergencies exclusively determined by Landlord, for the purpose of 
making inspections and/or repairs. Tenant shall have the duty to periodically 
inspect the Premises and notify Landlord should Tenant observe a need for 
repairs or maintenance of any obligation to be performed by Landlord under 
this Lease. Upon receipt of Tenant's notice, Landlord shall have a reasonable 
period of time to make such repairs or maintenance; however, it is expressly 
understood that Landlord's liability with respect to the failure or delay to 
make any such repairs or maintenance shall be limited to the cost of such 
repairs or maintenance.
     
     8.   TENANT'S REPAIRS AND MAINTENANCE. Tenant, at Tenant's sole cost and 
expense, shall have the affirmative duty to periodically inspect, maintain, 
service, repair and replace, if necessary, all portions of the Premises which 
are not expressly the responsibility of Landlord including, but not limited 
to, any windows, plate glass, office doors, dock doors, office entries, 
interior walls and finish work, floors and floor coverings, water heaters, 
electrical systems and fixtures, sprinkler systems, dock bumpers, branch 
plumbing and fixtures, and pest extermination. In addition thereto, Tenant 
shall keep the Premises and the dock area servicing the Premises in a clean 
and sanitary condition, and shall keep the common parking areas, driveways 
and loading docks free of Tenant's debris. Tenant shall not store materials, 
waste or pallets outside of the Premises, and shall timely arrange for the 
removal and/or disposal of all pallets, crates and refuge owned by Tenant 
which cannot be disposed of in the dumpster servicing the Property.
     
     Tenant shall have the affirmative duty to periodically inspect, 
maintain, service, repair and/or replace the heating, ventilating and air 
conditioning (HVAC) system which exclusively services the Premises, in a 
manner and as often as is reasonably required to keep said system operating 
properly and efficiently. In the event said HVAC system requires repairs or 
replacement during the lease term, or any extension thereto, Tenant shall 
make such repairs or replacement at Tenant's sole cost and expense.  In the 
event that tenant does not periodically inspect, maintain, service, repair 
and/or replace the HVAC system, Landlord shall have the option to enter into 
a regularly scheduled preventative maintenance/service contract on said HVAC 
system, for and on behalf of 
     
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Tenant. Such contract may include, without limitation, all services suggested 
or recommended by the equipment manufacturer in the operation and maintenance 
of such system. In the event Landlord elects such option, Tenant shall 
reimburse to Landlord, as Additional Rent, all of Landlord's costs in 
connection with said contract, as well as Landlord's actual costs of repair 
and maintenance of the HVAC system.
 
     Upon the expiration or earlier termination of this Lease, Tenant shall 
return the Premises to Landlord in substantially the same condition as when 
received, reasonable wear and tear excepted. Tenant shall perform all repairs 
and maintenance in a good and workmanlike manner, using materials and labor 
of the same character, kind and quality as originally employed within the 
Property; and all such repairs and maintenance shall be in compliance with 
all governmental and quasi-governmental laws, ordinances and regulations, as 
well as all requirements of Landlord's insurance carrier. In the event Tenant 
fails to properly perform any such repairs or maintenance within a reasonable 
period of time, Landlord shall have the option to perform such repairs on 
behalf of Tenant, in which event Tenant shall reimburse to Landlord, as 
Additional Rent, the costs thereof within thirty (30) days after receipt of 
Landlord's Invoice for same.
     
     9.   ALTERATIONS. Tenant shall not make any alterations, additions or 
improvements to the Premises or Property without the prior written consent of 
Landlord. Notwithstanding the aforesaid, Tenant, at Tenant's sole cost and 
expense, may install such trade fixtures as Tenant may deem necessary, so 
long as such trade fixtures do not penetrate or disturb the structural 
integrity and support provided by the roof, exterior walls or subfloors. All 
such trade fixtures shall be constructed and/or installed by contractors 
approved by Landlord, in a good and workmanlike manner, and in compliance 
with all applicable governmental and quasi-governmental laws, ordinances and 
regulations, as well as all requirements of Landlord's insurance carrier.
     
     Upon the expiration or earlier termination of this Lease, Tenant shall 
remove all trade fixtures and any other alterations, additions or 
improvements installed by Tenant within the Premises; and, upon such removal, 
Tenant shall restore the Premises to a condition substantially similar to 
that condition when received by Tenant. However, notwithstanding the 
aforesaid, upon Landlord's written election, such alterations, additions and 
improvements shall revert to Landlord and shall remain within the Premises. 
In no event shall Landlord have any right to any of Tenant's trade fixtures; 
and, except as otherwise set forth in this Lease, Tenant may remove such 
trade fixtures upon the termination of this Lease, provided Tenant repairs 
any damage caused by such removal.
     
     10.  DESTRUCTION. If the Premises or the Property are damaged in whole 
or in part by casualty so as to render the Premises untenantable, and if the 
damages cannot be repaired within one hundred eighty (180) days from the date 
of said casualty, this Lease shall terminate as of the date of such casualty. 
If the damages can be repaired within said one hundred eighty (180) days, and 
Landlord does not elect within sixty (60) days after the date of such 
casualty to repair same, then either party may terminate this Lease by 
written notice served upon the other. In the event of any such termination, 
the parties shall have no further obligations to the other, except for those 
obligations accrued through the effective date of such termination; and, upon 
such termination, Tenant shall immediately surrender possession of the 
Premises to Landlord. Should Landlord elect to make such repairs, this Lease 
shall remain in full force and effect, and Landlord shall proceed with all 
due diligence to repair and restore the Premises to a condition substantially 
similar to that condition which existed prior to such casualty. In the event 
the repair and restoration of the Premises extends beyond one hundred eighty 
(180) days after the date of such casualty due to causes beyond the control 
of Landlord, this Lease shall remain in full force and effect, and Landlord 
shall not be liable therefor, but Landlord shall continue to complete such 
repairs and restoration with all due diligence. Tenant shall not be required 
to pay any Rent for any period in which the Premises are untenantable. In the 
event only a portion of the Premises are untenantable, Tenant's Rent shall be 
equitably abated in proportion to that portion of the Premises which are so 
unfit. However, there shall be no Rent abatement if said damage is due to the 
fault or negligence of Tenant or Tenant's agents, employees or invitees.
     
     11.  INSPECTION. Landlord shall have the right to enter and inspect the 
Premises at any reasonable time for the purpose of ascertaining the condition 
of the Premises, or in order to make such repairs as may be required or 
permitted to be made by Landlord under the terms of this Lease. In addition 
thereto, during the last six (6) months of the lease term, Landlord shall 
have the right to enter the Premises at any reasonable time for the purpose 
of showing the Premises to prospective third-party tenants; and, during said 
six (6) months, Landlord shall have the right to erect on the Property and/or 
Premises suitable signs indicating that the Premises are available for lease.
     
 
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     Tenant shall give Landlord thirty (30) days written notice prior to 
Tenant vacating the Premises, for the purpose of arranging a joint inspection 
of the Premises with respect to any obligation to be performed therein by 
Tenant including, without limitation, the necessity of any repair or 
restoration of the Premises. In the event Tenant fails to notify Landlord of 
such inspection, Landlord's inspection after Tenant vacates shall be 
conclusively deemed correct for purposes of determining Tenant's 
responsibility for repairs and restoration.
     
     12.  SIGNS. Tenant shall not install any signs upon the Premises or 
Property without Landlord's prior written consent. Any such approval by 
Landlord for any signs shall be subject to any applicable governmental or 
quasi-governmental laws, ordinances, regulations as well as all requirements 
of the Earth City Board of Trustees, or its successors. Upon the expiration 
or earlier termination of this Lease, Tenant shall remove all such signs and 
repair the Premises and/or Property to the condition which existed prior to 
the installation of such signs including, without limitation, any 
discoloration caused by such installation and/or removal.
     
     13.  SUBLETTING AND ASSIGNING. Tenant shall not assign or sublet the 
Premises, or any portion thereof, nor allow the same to be used or occupied 
by any other person or for any other use than herein specified, without the 
prior written consent of Landlord. For purposes of this Section, the transfer 
of any majority interest in any corporation or partnership shall be deemed to 
be an assignment of this Lease. In the event Landlord consents to any 
sublease or assignment, the same shall not constitute a release of Tenant 
from the full performance of Tenant's obligations under this Lease, Further, 
in the event of any such sublease or assignment, Tenant shall reimburse 
Landlord for all reasonable attorneys' fees in connection with reviewing 
and/or drafting any appropriate documents to effect such transfer of Tenant's 
interests.
     
     14.  DEFAULT. This Lease and Tenant's right to possession of the 
Premises is made subject to and condition upon Tenant performing all of the 
covenants and obligations to be performed by Tenant hereunder, at the times 
and pursuant to terms and conditions set forth herein. If Tenant should fail 
to pay any Rent or other charge when the same is due, or if Tenant should 
fail to perform any other obligation to be performed by Tenant within the 
time or times set forth herein, Tenant shall be in Default under this Lease. 
In the event any Default shall continue for five (5) days after receipt of 
written notice from Landlord, or if Tenant makes an assignment for the 
benefit of creditors, vacates or abandons the Premises for more than thirty 
(30) days, files or has filed against it a petition in bankruptcy, has a 
receiver, trustee or liquidator appointed over a substantial portion of its 
property, or is adjudicated insolvent, Landlord may either (a) terminate this 
Lease, or (b) terminate Tenant's right of possession to the Premises without 
terminating this Lease. In either event, Landlord shall have the right to 
dispossess Tenant, or any other person in occupancy, together with their 
property, and re-enter the Premises. Upon such re-entry, Tenant shall be 
liable for all expenses incurred by Landlord in recovering the Premises, 
including, without limitation, cleanup costs, legal fees, removal, storage or 
disposal of Tenant's property, and restoration costs.
     
     In the event Landlord elects to terminate this Lease, all Rent through 
the effective date of termination shall immediately become due, together with 
any late fees payable to Landlord and the aforesaid expenses incurred by 
Landlord to recover possession, plus an amount equal to all tenant 
concessions granted to Tenant including, but not limited to, free or reduced 
rent, all tenant finish constructed within the Premises, or any contribution 
paid to Tenant in lieu thereof.
     
     In the event Landlord elects not to terminate this Lease, but only to 
terminate Tenant's right of possession to the Premises, Landlord may re-enter 
the Premises without process of law if Tenant has vacated the Premises or, if 
Tenant has not vacated the Premises by an action for ejection, unlawful 
detainer, or other process of law. No such dispossession of Tenant or 
re-entry by Landlord shall constitute or be construed as an election by 
Landlord to terminate this Lease, unless Landlord delivers written notice to 
Tenant specifically terminating this Lease. Upon Landlord recovering 
possession, Landlord shall use reasonable efforts to mitigate its damage and 
relet the Premises upon terms and conditions satisfactory to Landlord; 
however, Landlord shall have no duty to prioritize the reletting of the 
Premises over the leasing of other vacant space within the Property. Tenant 
shall remain liable for all past due Rent and late fees, plus the aforesaid 
expenses incurred by Landlord to recover possession of the Premises. In 
addition, Tenant shall be liable for all Rent thereafter accruing under this 
Lease, payable at Landlord's election: (a) monthly as such Rent accrues, in 
an amount equal to the Rent payable under this Lease less the rent (if any) 
collected from any reletting, or (b) in a lump sum within thirty (30) days 
after Landlord repossesses the Premises, in an amount equal to the total Rent 
payable under this Lease for the unexpired term, discounted at the rate of 
six percent (6%), per annum. In the event the Premises are relet, Tenant 
shall also be liable for all costs of reletting, including, without
     
          
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limitation, any brokers fees, legal fees, and/or tenant finish required to be 
paid in connection with any reletting.
 
     In addition to any other remedy afforded Landlord under this Lease, 
Tenant hereby grants to Landlord a continuing security interest upon all of 
Tenant's goods, wares, equipment, fixtures, furniture, inventory, accounts, 
contract rights, chattel paper and other personal property (hereinafter 
collectively referred to as "Security") situated within the Premises. In the 
event Tenant shall be in Default under this Lease, Tenant shall not remove 
any such Security from the Premises without the prior written consent of 
Landlord; and Landlord shall have all rights and remedies under the Uniform 
Commercial Code including, without limitation, the right to sell such 
Security at public or private sale upon five (5) days prior written notice to 
Tenant. Tenant hereby agrees to execute financing statements and other 
reasonable instruments necessary or desirable, in Landlord's discretion, to 
perfect any security interest hereby created. The lien hereby created shall 
be in addition to any statutory lien granted under the laws of the state of 
Missouri.
     
     No payment of money by Tenant after the termination of this Lease, 
service of any notice, commencement of any suit, or after final judgment for 
possession of the Premises, shall reinstate this Lease or affect any such 
notice, demand or suit, or imply consent for any action for which Landlord's 
consent is required. Tenant shall pay all costs and attorney's fees incurred 
by Landlord from enforcing the covenants of this Lease. Should Landlord elect 
not to exercise its rights in the event of a Default, it shall not be deemed 
a waiver of such rights as to subsequent Defaults.
     
     15.  HOLDOVER. Upon the expiration or earlier termination of this Lease, 
Tenant shall surrender the Premises to Landlord, without demand, in as good 
condition as when delivered to Tenant, reasonable wear and tear excepted. If 
Tenant shall remain in possession of the Premises after the termination of 
this Lease, and hold over for any reason, Tenant shall be deemed guilty of 
unlawful detainer, or, at Landlord's election, Tenant shall be deemed a 
holdover tenant and shall pay to Landlord monthly Rent equal to two hundred 
fifty percent (250%) of the total Rent payable hereunder during the last 
month prior to any such holdover, as well as any other damages incurred by 
Landlord as a result of such holdover. Should any of Tenant's property remain 
within the Premises after the termination of this Lease, it shall be deemed 
abandoned, and Landlord shall have the right to store or dispose of it at 
Tenant's cost and expense.
     
     16.  RIGHT TO CURE TENANT'S DEFAULT. In the event Tenant is in Default 
under any provision of this Lease, other than for the payment of Rent, and 
Tenant has not cured same within five (5) days after receipt of Landlord's 
written notice, Landlord may cure such Default on behalf of Tenant, at 
Tenant's expense. Landlord may also perform any obligation of Tenant, without 
notice to Tenant, should Landlord deem the performance of same to be an 
emergency. Any monies expended by Landlord to cure any such Default(s), or 
resolve any deemed emergency shall be payable by Tenant as Additional Rent. 
If Landlord incurs any expense, including reasonable attorney's fees, in 
prosecuting and/or defending any action or proceeding by reason of any 
emergency or Default, Tenant shall reimburse Landlord for same, as Additional 
Rent, with interest thereon at thirteen percent (13%) annually from the date 
such payment is due Landlord.
     
     17. HOLD HARMLESS. Landlord shall not be liable to Tenant for any 
damages to the Premises or the Property, nor for any damages to Tenant on or 
about the Property, nor for any other damages arising from the action or 
negligence of Landlord, Tenant, co-tenants or other occupants of the Property 
and Tenant hereby releases, discharges and shall indemnify, hold harmless and 
defend Landlord, at Tenant's sole cost and expense, from all losses, claims, 
liability, damages, and expenses (including reasonable attorney's fees) due 
to any damage or injury to persons or property of the parties hereto or of 
third persona, caused by Tenant's use or occupancy of the Premises, Tenant's 
breach of any covenant under this Lease, or Tenant's use of any equipment, 
facilities or property in, on, or adjacent to the Property. In the event any 
suit shall be instituted against Landlord by any third person for which 
Tenant is hereby indemnifying and holding Landlord harmless, Tenant shall 
defend such suit at Tenant's sole cost and expense with counsel reasonably 
satisfactory to Landlord; or, in Landlord's discretion, Landlord may elect to 
defend such suit, in which event Tenant shall pay Landlord, as Additional 
Rent, Landlord's costs of such defense.
     
     18.  CONDEMNATION. If the whole or any part of the Property or the 
Premises shall be taken in condemnation, or transferred by agreement in lieu 
of condemnation, either Tenant or Landlord may terminate this Lease by 
serving the other party with written notice of same, effective as of the 
taking date; provided in the case of termination by Tenant that the Premises 
(or the remaining portion thereof) may no longer be adequately used for the 
purpose set forth in Section 2 of this Lease. If neither Tenant
     
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nor Landlord elect to terminate this Lease as aforesaid, then this Lease 
shall terminate on the taking date only as to that portion of the Premises so 
taken, and the Rent and other charges payable by Tenant shall be reduced 
proportionally. Landlord shall be entitled to the entire condemnation award 
for all realty and improvements. Tenant shall only be entitled to an award 
for Tenant's fixtures, personal property, and moving expenses, provided 
Tenant independently petitions the condemning authority for same. 
Notwithstanding the aforesaid, if any condemnation takes a portion of the 
parking area the result of which does not reduce the minimum required parking 
ratio below that established by local code or ordinance, this Lease shall 
continue in full force and effect without modification.
 
     19.  INSURANCE. Tenant shall maintain in full force and effect 
throughout the term of this Lease policies providing "ail risk" insurance 
coverage protecting against physical damage (including, but not limited to, 
fire, lightning, vandalism, sprinkler leakage, water damage, collapse, and 
other extended coverage perils) to the extent of 100% of the replacement cost 
of Tenant's property and improvements, as well as broad form comprehensive or 
commercial general liability insurance, in an occurrence form, insuring 
Landlord and Tenant jointly against any liability (including bodily injury, 
property damage and contractual liability) arising out of Tenant's use or 
occupancy of the Premises, with a combined single limit of not less than 
$1,000,000, or for a greater amount as may be reasonably required by Landlord 
from time to time. All such policies shall be of a form and content 
satisfactory to Landlord; and Landlord shall be named as an additional 
insured on all such policies. All policies shall be with companies licensed 
to do business in the State of Missouri, and rated A+:XV in the most current 
issue of Best's Key Rating Guide. Tenant shall furnish Landlord with 
certificates of all policies at least ten (10) days prior to occupancy; and, 
further, such policies shall provide that not less than thirty (30) days 
written notice be given to Landlord before any such policies are cancelled or 
substantially changed to reduce the insurance provided thereby. All such 
policies shall be primary and non-contributing with or in excess of any 
insurance carried by Landlord. Tenant shall not do any act which may make 
void or voidable any insurance on the Premises or Property and, in the event 
Tenant's use of the Premises shall result in an increase in Landlord's 
insurance premiums, Tenant shall pay to Landlord upon demand, as Additional 
Rent, an amount equal to such increase in insurance.
     
     Notwithstanding anything to the contrary in this Lease, it is expressly 
agreed that the parties shall each bear the risk of their own property; and 
each party hereby waives any and all right of recovery against the other 
party directly, by way of subrogation or otherwise, due to the negligence of 
either party, their agents or employees, for any real or personal property 
damage occurring to the Premises, the Property, or any personal property 
located therein (whether or not the parties carry, or are required to carry, 
insurance for the same). The parties shall each have the affirmative duty to 
inform their respective insurance carriers of this Section and the mutual 
waiver of subrogation contained herein.
     
     20.  MORTGAGES. This Lease is subject and subordinated to any mortgagee, 
deeds of trust or underlying leases, as well as to any extensions or 
modifications thereof (hereinafter collectively referred to as "Mortgages"), 
now of record or hereafter placed of record. In the event Landlord exercises 
its option to further subordinate this Lease, Tenant shall at the option of 
the holder of said Mortgage attorn to said holder. Any subordination shall be 
self-executing, but Tenant shall, at the written request of Landlord, execute 
such further assurances as Landlord deems desirable to confirm such 
subordination. In the event Tenant should fall or refuse to execute any 
instrument required under this Section, within fifteen (15) days after 
Landlord's request, Landlord shall be granted a limited power of attorney to 
execute such instrument in the name of Tenant. In the event any existing or 
future lender, holding a mortgage, deed of trust or other commercial paper, 
requires a modification of this Lease which does not increase Tenant's Rent 
hereunder, or does not materially change any obligation of Tenant hereunder, 
Tenant agrees to execute appropriate instruments to reflect such 
modification, upon request by Landlord.
     
     21.  LIENS. Tenant shall not mortgage or otherwise encumber or allow to 
be encumbered its interest herein without obtaining the prior written consent 
of Landlord. Should Tenant cause any mortgage, lien or other encumbrance 
(hereinafter singularly or collectively referred to as "Encumbrance") to be 
filed, against the Premises or the Property, Tenant shall dismiss or bond 
against same within fifteen (15) days alter the filing thereof. If Tenant 
fails to remove said Encumbrance within said fifteen (15) days, Landlord 
shall have the absolute right to remove said Encumbrance by whatever measures 
Landlord shall deem convenient including, without limitation, payment of such 
Encumbrance, in which event Tenant shall reimburse Landlord, as Additional 
Rent, all costs expended by Landlord, including reasonable attorneys fees, in 
removing said Encumbrance. All of the aforesaid rights of Landlord shall be 
in addition to any remedies which either Landlord or Tenant may have 
available to them at law or in equity.
     
 
                                      -7-
<PAGE>

     22.  GOVERNMENT REGULATIONS. Tenant, at Tenant's sole cost and expense, 
shall conform with all laws and requirements of any Municipal, State, or 
Federal, authorities now in force, or which may hereafter be in force, 
pertaining to the Premises, as well as any requirement of Landlord's 
insurance carrier with respect to Tenant's use of the Premises. The judgment 
of any court, or an admission of Tenant in any action or proceeding at law, 
whether Landlord be a party thereto or not, shall be conclusive of the fact 
as between Landlord and Tenant.
     
     23.  NOTICES. All Rents which are required to be paid by Tenant shall be 
delivered to Landlord by the United States Mail, postage prepaid, at 
Landlord's address set forth below. All notices which are required to be 
given hereunder shall be in writing, and delivered by either (a) United 
States registered or certified mail, return receipt requested or (b) an 
overnight commercial package courier/deliver service with a follow-up letter 
sent by United States mail; and such notices shall be sent postage prepaid, 
addressed to the parties hereto at their respective addresses below:
     
     LANDLORD:                          TENANT:
     
     Nooney Krombach Company            CCI Group, Inc.
     7701 Forsyth Boulevard             13739 Rider Trail North
     Clayton, MO 63105                  Earth City, MO 63045
     
Either party may designate a different address by giving notice to the other 
party of same at the address set forth above. Notices shall be deemed 
received on the date of the return receipt. If any such notices are refused, 
or if the party to whom any such notice is sent has relocated without leaving 
a forwarding address, then the notice shall be deemed received on the date 
the notice-receipt is returned stating that the same was refused or is 
undeliverable at such address.
 
     24.  PARKING. Tenant shall be liable for all vehicles owned, rented or 
used by Tenant or Tenant's agents and invitees in or about the Property. 
Tenant shall not store any equipment, inventory or other property in any 
trucks, nor store any trucks on the parking lot of the Property. 
Notwithstanding the aforesaid, in the event the Premises have access to a 
loading dock which exclusively services the Premises, and no other space, 
Tenant may store one or more of its vehicles in and about such dock area, 
provided such storage does not restrict truck access or maneuverability for 
any other tenant or person to or from any other loading dock servicing the 
Property. In the event the Premises have access to a loading dock which does 
not exclusively service the Premises, Tenant shall not park its trucks in the 
dock area longer than the time it takes to reasonably load or unload its 
trucks. In no event shall Tenant park any vehicle in or about a loading dock 
which exclusively services another tenant within the Property, or in a 
thoroughfare, driveway, street, or other area not specifically designated for 
parking. Landlord reserves the right to establish uniform rules and 
regulations for the loading and unloading of trucks upon the Property, which 
rules may include the right to designate specific parking spaces for tenants' 
use. Upon request by Landlord, Tenant shall move its trucks and vehicle if, 
in Landlord's reasonable opinion, said vehicles are in violation of any of 
the above restrictions. In addition to Tenant's rights to park its trucks in 
any dock exclusively servicing the Premises, Tenant shall have the right to 
use twenty (20) parking spaces an the parking lot of the Property on a 
non-reserved basis.
     
     25.  OWNERSHIP. Notwithstanding anything in this Lease to the contrary, 
the term "Landlord" as used in this Lease, shall be defined as the current 
owner of the Property. In the event of any transfer of the Property, the 
party conveying same shall thereafter be automatically released from all 
liability with respect to Landlord's performance of any obligations 
thereafter occurring or covenants thereafter to be performed. It is expressly 
understood and agreed that none of Landlord's covenants under this Lease are 
personal in nature, and that Tenant agrees to look solely to the Property for 
recovery of any damages for breach or non-performance of any of the 
obligations of Landlord hereunder.
     
     26.  SECURITY DEPOSIT. Tenant has deposited with Landlord the sum of 
Seven Thousand, Five Hundred Sixty-nine and 00/100 Dollars ($7,569.00), as 
security for the full and faithful performance of Tenant's obligations under 
this Lease. The parties agree that, unless otherwise required by law, 
Landlord shall not be required to keep said security deposit separate from 
its general funds, nor pay any interest thereon to Tenant. Such security 
deposit shall not be construed as an advance Rent payment, or as a measure of 
Landlord's damages in the event of a Default by Tenant. If Tenant should be 
placed in Default with respect to any provision of this Lease, Landlord may 
apply all or a portion of said security deposit for the payment of any sum In 
Default or for the payment of any amount which Landlord expends by reason of 
such Default. If any portion of said deposit is so applied, Tenant shall 
deposit with Landlord, within five (5) days after receipt of Landlord's 
written demand, an amount
     
 
                                      -8-
<PAGE>
 
sufficient to restore said security deposit to its original amount. Upon the 
expiration of this Lease, Landlord shall return said security deposit to 
Tenant, provided Tenant has paid to Landlord all sums owing to Landlord under 
this Lease, and Tenant has returned the Premises to Landlord in as good order 
and satisfactory condition as when Tenant took possession.
 
     27.  ESTOPPEL CERTIFICATES. Upon Landlord's written request, Tenant 
shall execute and return to Landlord, within fifteen (15) days, a statement 
in writing certifying that this Lease is unmodified and in full force and 
effect, that Tenant has no defenses, offsets or counterclaims against its 
obligations to pay any Rent or to perform any other covenants under this 
Lease, that there are no uncured Defaults of Landlord or Tenant, and setting 
forth the dates to which the Rent and other charges have been paid, and any 
other information reasonably requested by Landlord. In the event Tenant fails 
to return such statement within said fifteen (15) days, setting forth the 
above or, alternatively, setting forth those lease modifications, defenses 
and/or uncured Defaults, Tenant shall be in default hereunder or, at 
Landlord's election, it shall be deemed that Landlord's statement is correct 
with respect to the information therein contained. Any such statement 
delivered pursuant to this Section may be relied upon by any prospective 
purchaser, mortgagee, or assignee of any mortgagee of the Property.
     
     28.  SUBSTITUTE PREMISES. If the Premises are less than 5,000 square 
feet, Landlord reserves the right, upon prior written notice to Tenant, to 
relocate Tenant to any other substantially similar space within the Property, 
at Landlord's sole cost and expense, which costs shall include all costs of 
moving, construction and buildout; however, Landlord shall not be liable for 
any lost profits or consequential damages due to any interruption in Tenant's 
business. In the event of any such relocation, all of the terms, covenants, 
and conditions of this Lease shall remain in full force and effect and shall 
be deemed applicable to such new space. Should Tenant refuse to relocate 
within thirty (30) days from the date of Landlord's notice, Landlord shall 
have the right to terminate this Lease.
     
     29.  PERSONAL PROPERTY TAXES. Tenant shall timely pay all taxes assessed 
against Tenant's personal property and all improvements to the Premises in 
excess of Landlord's standard installations. If said personal property and 
improvements are assessed with the property of Landlord, Tenant shall pay to 
Landlord an amount equal to Tenant's share of such taxes, within ten (10) 
days after receipt of Landlord's statement for same.
     
     30.  BROKERAGE. The parties warrant that they have dealt with no other 
broker or person in connection with this transaction other than NOONEY 
KROMBACH COMPANY. This provision shall survive the termination of this Lease.
     
     31.  SEVERABILITY. In the event any provision of this Lease is invalid 
or unenforceable, the same shall not affect or impair the validity or 
enforceability of any other provision.
     
     32.  MISCELLANEOUS. (a) In addition to the terms and conditions set 
forth herein, Landlord and Tenant shall be bound by those certain Rules and 
Regulations, set forth on Exhibit "B", attached hereto and made a part hereof.
     
     (b)  All of the covenants of Tenant hereunder shall be deemed and 
construed to be "conditions" as well as "covenants" as though both words were 
used in each separate instance.

     (c)  This Lease shall not be recorded by Tenant without the prior 
written consent of Landlord.
     
     (d)  The paragraph headings appearing in this Lease are inserted only as 
a matter of convenience, and in no way define or limit the scope of any 
paragraph.

     (e)  Except with respect to Tenant's obligation for the payment of Rent 
hereunder, in the event any obligation to be performed by either Landlord or 
Tenant is prevented or delayed due to labor disputes, acts of God, inability 
to obtain materials, government restrictions, casualty, or other causes 
beyond the control of the parties hereto, the party liable to perform such 
obligation shall be excused from performing same for a period of time equal 
to any aforesaid delay.

     (f)  Submission of this Lease shall not be deemed to be an offer, or an 
acceptance, or a reservation of the Premises; and Landlord shall not be bound 
hereby until Landlord has delivered to Tenant a fully executed copy of this 
Lease, signed by both of the parties on the last page of this Lease in the 
spaces herein provided. Until such delivery, Landlord reserves the right to 
exhibit and lease the Premises to other prospective tenants. Notwithstanding 
anything contained herein to the contrary, Landlord may withhold possession 
of the Premises from Tenant until such time as Tenant has paid to
         
                                      -9-
<PAGE>

Landlord the security deposit required by Section 25 of this Lease, and the 
first month of Base Rent as set forth in Section 4 of this Lease.
 
     (g)  All of the terms of this Lease shall extend to and be binding upon 
the parties hereto and their respective heirs, executors, administrators, 
successors and assigns.
    
     (h)  This Lease and the parties' respective rights hereunder shall be 
governed by the laws of the State of Missouri. In the event of litigation, 
suit shall be brought in St. Louis County, Missouri.  Landlord and Tenant 
hereby waive any and all right to a trial by jury on any issue to enforce any 
term or condition of this Lease, or with respect to Landlord's right to 
terminate this Lease, or terminate Tenant's right of possession.

     (i)  This Lease is modified and affected by the following Exhibits which 
are attached hereto and made a part hereof.

                    Additional Provisions
                    Exhibit "A": Floor Plan
                    Exhibit "B": Rules and Regulations
                    
    WHEREFORE, Landlord and Tenant have respectively signed and sealed this
Lease the day and year first above written.
    
TENANT:                                 LANDLORD:

CCI GROUP, INC.,                        NOONEY KROMBACH COMPANY,
a Missouri corporation                  Agent for the Owner

By: /s/ Robert D. Nichols               By: /s/ Gregory J. Nooney, Jr.
   -----------------------------           ---------------------------------

Print Name: Robert D. Nichols           Print Name: Gregory J. Nooney, Jr.
           ---------------------                   -------------------------

Title: President                        Title: Chairman
      --------------------------              ------------------------------


                                      -10-
<PAGE>
     
               ADDITIONAL PROVISIONS TO LEASE BY AND BETWEEN 
                    NOONEY KROMBACH COMPANY, AS LANDLORD,
                       AND CCI GROUP, INC., AS TENANT
                                          
     33.  OPTION TO RENEW. Tenant shall have the right and option to extend the
term of this Lease for one (1) renewal period of one (1) year, upon the
following additional terms and conditions:
     
     a.   Tenant shall not have received a notice of Default from Landlord which
has not been cured by Tenant or waived by Landlord at the time Tenant exercises
its option or at the time the primary term expires.

     b.   Tenant shall give to Landlord written notice exercising Tenant's
option to extend the term of this Lease not less than six (6) months prior to
the expiration of the primary term,

     c.   During the extended term the Base Rent shall remain the same.
     
     d.   All other terms and conditions of this Lease shall be binding upon
Landlord and Tenant and in full force and effect, as if such terms and
conditions were again fully recited herein.

     e.   In the event Tenant does not exercise its option to extend this Lease
as herein provided, Landlord shall have the right, during the six (6) months
prior to the end of the primary term, to show the Premises during normal
business hours to other prospective tenants.

     WHEREFORE, Landlord and Tenant have executed these Additional Provisions to
Lease the day and year first above written.
     
TENANT:                                 LANDLORD:

CCI GROUP, INC.,                        NOONEY KROMBACH COMPANY,
a Missouri corporation                  Agent for the Owner

By: /s/ Robert D. Nichols               By: /s/ Gregory J. Nooney, Jr.
   -----------------------------           ---------------------------------

Print Name: Robert D. Nichols           Print Name: Gregory J. Nooney, Jr.
           ---------------------                   -------------------------

Title: President                        Title: Chairman
      --------------------------              ------------------------------

<PAGE>

                                  (Map goes here)
                                          
                                          
                                          
                                          
                          THE BUSINESS CENTER IN EARTH CITY

<PAGE>

                                          
                                                                    EXHIBIT "B"
                               RULES AND REGULATIONS
                               ---------------------
                               
     Tenant agrees to comply with the following rules and regulations, and 
any subsequent rules or regulations which Landlord may reasonably adopt or 
modify from time to time. Tenant shall be bound by such rules and regulations 
to the same extent as if such rules and regulations were covenants of this 
Lease; and any non-compliance thereof shall constitute grounds for Default 
under this Lease. Landlord shall not be liable for the non-observance of said 
rules and regulations by any other tenant.
     
     (1) Tenant shall not use any picture or likeness of the Property in any 
notices or advertisements, without Landlord's prior written consent.
     
     (2) In the event Tenant requires any telegraph, telephone or satellite 
dish connections, Landlord shall have the right to prescribe additional rules 
and regulations regarding the same including, but not limited to, the size, 
manner, location and attachment of such equipment and connections.
     
     (3) No additional locks shall be placed upon any door of the Premises, 
and Tenant shall not permit any duplicate keys to be made, without the prior 
consent of Landlord. Upon the expiration or earlier termination of this 
Lease, Tenant shall surrender to Landlord all keys to the Premises and 
Property.
     
     (4) Tenant shall not install or operate any steam or internal combustion 
engine, boiler, machinery, or carry on any mechanical business within the 
Premises. Tenant shall not use any fuel source within the Premise other than 
the fuel source(s) provided by Landlord.
     
     (5) Tenant shall not permit within the Premises any animals other than 
service animals; not shall Tenant create or allow any foul or noxious gas, 
noise, odors, sounds, and/or vibrations to emanate from the Premises, or 
create any interference with the operation of any equipment or radio or 
television broadcasting/reception from within or about the Property, which 
may obstruct or interfere with the rights of other tenant(s) in the Property.
     
     (6) All sidewalks, loading areas, stairways, doorways, corridors, and 
other common areas shall not be obstructed by Tenant or used for any purpose 
other than for ingress and egress. Landlord retains the right to control all 
public and other areas not specifically designated as the Premises, provided 
nothing herein shall be construed to prevent access to the Premises or the 
common areas of the Property by Tenant or Tenant's invitees.
     
     (7) Tenant shall not install any window treatments other then existing 
treatments or otherwise obstruct the windows of the Premises without 
Landlord's prior written consent.
     
     (8) After business hours, Tenant shall lock all doors and windows of the 
Premises which enter upon any common areas of the Property; and Tenant shall 
be liable for all damages sustained by Landlord or other tenants within the 
Property resulting from Tenant's default or carelessness in this respect.
     
     (9) Any person(s) who shall be employed by Tenant for the purpose of 
cleaning the Premises shall be employed at Tenant's cost.  Tenant shall 
indemnify and hold Landlord harmless from all losses, claims, liability, 
damages, and expenses for any injury to person or damage to property of 
Tenant, or third persons, caused by Tenant's cleaning contractor.
     
     (10) Tenant shall not canvass or solicit business, or allow any employee 
of Tenant to canvass or solicit business, from other tenants in the Property, 
unless the same is within the scope of Tenant's normal business.
     
     (11) Landlord reserves the right to place into effect a "no smoking" 
policy within all or selected portions of the common areas of the Property, 
wherein Tenant, its agents, employees and invitees shall not be allowed to 
smoke. Tenant shall not be allowed to smoke in any common stairwells, 
elevators or bathrooms; nor shall Tenant dispose of any smoking material 
including, without limitation, matches, ashes and cigarette butts on the 
floors of the Property, about the grounds of the Property, or in any 
receptacle other than a specifically designated receptacle for smoking.