TABLE OF CONTENTS

                                                                            Page

ARTICLE 1            Lease of Premises........................................1

   Section 1.01.     Lease of Premises........................................1
   Section 1.02.     Basic Lease Provisions...................................1

ARTICLE 2            Term.....................................................2

   Section 2.01      Term.....................................................2
   Section 2.02.     Condition of Premises....................................2

ARTICLE 3            Occupancy and Use........................................2

   Section 3.01.     Occupancy and Use........................................2
   Section 3.02.     Access to Leased Premises................................3
   Section 3.03.     Surrender of Leased Premises.............................3
   Section 3.04.     Holding Over.............................................3

ARTICLE 4            Rent and Deposit.........................................4

   Section 4.01.     Components of Rent.......................................4
   Section 4.02.     Basic Annual Rent........................................4

ARTICLE 5            Utility and Other Building Services......................4

   Section 5.01.     Services to be Provided..................................4
   Section 5.02.     Interruption of Services.................................4
   Section 5.03.     Taxes and Utility Charges................................5

ARTICLE 6            Repairs; Maintenance; Alterations, Improvements
                                  and Fixtures................................6

   Section 6.01.     Repair and Maintenance of Building.......................6
   Section 6.02.     Alterations or Improvements..............................6
   Section 6.03.     Trade Fixtures...........................................7

ARTICLE 7            Fire or Other Casualty; Eminent Domain...................7

   Section 7.01.     Condemnation and Casualty................................7

ARTICLE 8            Insurance................................................8

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   Section 8.01.     Landlord's Insurance.....................................9
   Section 8.02.     Landlord's Responsibility................................9
   Section 8.03.     Tenant's Insurance.......................................9
   Section 8.04.     Tenant's Responsibility.................................11
   Section 8.05.     Waiver of Subrogation...................................11

ARTICLE 9            Liens...................................................12

   Section 9.01.     Liens...................................................12

ARTICLE 10           Intentionally Deleted...................................12

ARTICLE 11           Assignment and Subletting...............................12

   Section 11.01.    Assignment and Subletting by Tenant.....................12
   Section 11.02.    ........................................................13

ARTICLE 12           Transfer by Landlord....................................13

   Section 12.01.    Sale and Conveyance of the Leased Premises..............13
   Section 12.02.    Subordination...........................................13
   Section 12.03.    Non-Disturbance.........................................13

ARTICLE 13           Defaults and Remedies...................................13

   Section 13.01.    Defaults by Tenants.....................................13
   Section 13.02.    Remedies of Landlord....................................15
   Section 13.03.    Suit Prior to Expiration................................16
   Section 13.04.    Reinstatement...........................................16
   Section 13.05.    Non-Waiver of Defaults..................................16
   Section 13.06.    Cumulative Remedies.....................................17
   Section 13.07.    Default by Landlord and Remedies of Tenant..............17
   Section 13.08.    Limitation of Landlord's Liability......................17
   Section 13.09.    Transfer upon Termination...............................18
   Section 13.10.    Waiver..................................................18
   Section 13.11.    Tenant's Property.......................................18
   Section 13.12.    Attorney's Fees and Costs...............................18

ARTICLE 14           Intentionally Deleted...................................18

ARTICLE 15           Notices.................................................18

   Section 15.01.    Notices.................................................18
   Section 15.02.    Place of Payment........................................19

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ARTICLE 16           Miscellaneous Provisions................................19

   Section 16.01.    Condition of Premises...................................19
   Section 16.02.    Intentionally deleted...................................19
   Section 16.03.    Choice of Law...........................................19
   Section 16.04.    Venue...................................................19
   Section 16.05.    Successors and Assigns..................................19
   Section 16.06.    Name....................................................19
   Section 16.07.    Examination of Lease....................................19
   Section 16.08.    Time....................................................19
   Section 16.09.    Defined Terms and Marginal Headings.....................20
   Section 16.10.    Entire Agreement; Amendments............................20
   Section 16.11.    Payment of and Indemnification for Leasing Commissions..20
   Section 16.12.    Severability of Invalid Provisions......................20
   Section 16.13.    Definition of the Relationship between the Parties......20
   Section 16.14.    Estoppel Certificate....................................20
   Section 16.15.    Force Majeure...........................................21
   Section 16.16.    Corporate Tenant........................................21
   Section 16.17.    Memorandum of Lease.....................................21
   Section 16.18.    Reciprocal Covenant on Notification of ADA Violations...21
   Section 16.19.    Sorting and Separation of Refuse and Trash..............21

ARTICLE 17           Additional Provisions...................................21

   Section 17.01.    Option to Extend Lease Term.............................21
   Section 17.02.    Tax Deposit.............................................22
   Section 17.03.    Triple Net Lease........................................22
   Section 17.04.    Quiet Enjoyment.........................................22

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                                LIST OF EXHIBITS

                                                                           Page


<PAGE>




Exhibit A.....................................................................1
Exhibit E....................................................................13

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<PAGE>




                                      LEASE


         THIS LEASE,  made this _________ day of February,  2000, by and between
SAM & JB, LLC, an Indiana limited liability company  ("Landlord"),  and ROBINSON
NUGENT, INC., an Indiana corporation ("Tenant").

                              W I T N E S S E T H:

                                    ARTICLE 1
                                Lease of Premises

         Section 1.01.  Lease of Premises.  Landlord hereby leases to Tenant and
Tenant  hereby  leases from  Landlord  the property  commonly  known as 800 East
Eighth Street, New Albany,  Floyd County,  Indiana,  which includes the tract of
land  described  in Exhibit A attached  hereto (the "Leased  Premises")  and the
improvements  situated  thereon  (the  "Building"),  subject  to the  terms  and
conditions  herein set forth, for the specific term hereinafter  specified.  The
Leased Premises is described in Item A, Section 1.02 hereinafter.

         Section 1.02.  Basic Lease Provisions.

         (A) BUILDING ADDRESS: 800 East Eighth Street
             CITY,  STATE: New Albany, IN, ZIP CODE: 47150;

         (B)      BUILDING AREA: _______ Square Feet;

         (C)      Intentionally Deleted;

         (D)      BASIC ANNUAL RENT:        $220,000/year

         (E)      MONTHLY RENTAL INSTALLMENTS:       $18,333.33/month

         (F)      LANDLORD'S SHARE OF OPERATING COSTS:  Intentionally Deleted;

         (G)      TERM:    Twenty-four (24) months;

         (H)      COMMENCEMENT DATE:    February __, 2000;

         (I)      EXPIRATION DATE:  February 28, 2002;

         (J)      Intentionally Deleted;

         (K)      Intentionally Deleted;

         (L)      PERMITTED  USE:  General office  purposes,  research and light
                  manufacturing and assembly, and all other legal uses permitted
                  by  applicable  zoning  and other  ordinances  regulating  use
                  subject to Landlord's prior written  consent,  which shall not
                  be unreasonably withheld, conditioned or delayed;
<PAGE>

         (M)      ADDRESS FOR PAYMENTS AND NOTICES AS FOLLOWS:

                  LANDLORD Sam & JB, LLC
                                    7527 Highway 52
                                    Lanesville, IN  47136

                  TENANT   Robinson Nugent, Inc.
                                    800 East Eighth Street
                                    New Albany, IN  47150

                                    With a copy to:

                                    Berkley W. Duck, Esq.
                                    ICE  MILLER  DONADIO  &  RYAN  One  American
                                    Square Box 82001 Indianapolis, IN 46282


                                    ARTICLE 2
                                      Term

         Section  2.01  Term.  The term of this  Lease  shall be for the  period
specified  in  Item G of  Section  1.02  ("Original  Term")  (subject  to if the
Commencement  Date  is  other  than  the  first  day of a  calendar  month,  the
Expiration  Date  shall  occur on the last day of the 24th full  calendar  month
thereafter) and shall commence on the Commencement Date. "Lease Term", when used
in this Lease, shall include the Original Term and any renewal term.

         Section 2.02. Condition of Premises. Tenant agrees to accept the Leased
Premises in their "As Is Where As" condition. Landlord shall not be obligated to
make any improvements whatsoever to the Leased Premises.

                                    ARTICLE 3
                                Occupancy and Use

         Section 3.01. Occupancy and Use. Tenant shall use and occupy the Leased
Premises for the purposes as set out in Item L of Section 1.02. Tenant shall use
the Leased  Premises for no unlawful  purpose or act;  shall commit or permit no
waste  or  damage  to the  Leased  Premises;  shall  comply  with  and  obey all
directions of the Landlord, including reasonable Rules and Regulations which are
adopted,  changed or modified from time to time by Landlord on reasonable notice
to Tenant, all of which are and will be a part of this Lease.

         Tenant, at its expense, shall comply with all laws, rules, regulations,
ordinances or orders of Federal,  State, County and Municipal authorities having
jurisdiction,  and with any lawful  direction of any public officer or officers,
which shall  impose any duty upon  Landlord or Tenant with respect to the Leased
Premises, or the use, occupation or alteration thereof.

                                       2
<PAGE>

         Section 3.02. Access to Leased Premises. Landlord reserves the right to
enter the Leased  Premises in any  emergency,  and to also inspect the same,  to
alter, improve, remodel or repair the Leased Premises, without abatement of rent
and without incurring any liability to Tenant therefor. Landlord shall also have
the right to enter the Leased  Premises  during  Tenant's  normal business hours
with two (2)  business  days advance  notice to Tenant,  and to show the same to
prospective  purchasers,   mortgagees  and  tenants.  Landlord  shall  incur  no
liability to Tenant for such entry,  nor shall such entry constitute an eviction
of Tenant or a termination  of the Lease,  or entitle Tenant to any abatement of
rent therefor. In addition, during the final six (6) months of this Lease or any
renewal term,  Landlord may place on the Leased  Premises where  appropriate the
usual  notices "For Lease" or "For Sale" or other  similar  notices which Tenant
shall permit to remain without molestation.

         Section  3.03.  Surrender of Leased  Premises.  At the end of the Lease
Term or other sooner termination of this Lease, Tenant will peaceably deliver up
to  the  Landlord   possession  of  the  Leased  Premises,   together  with  all
improvements or additions upon or belonging to the same, by whomsoever  made, in
the same condition as received,  or first installed,  ordinary wear and tear and
damage by fire, earthquake,  Act of God or the elements alone excepted. Upon the
termination  of this  Lease,  Tenant  shall at  Tenant's  sole cost,  remove all
counter,  trade  fixtures,  office  furniture and equipment  installed by Tenant
unless otherwise agreed to in writing by Landlord.  Tenant shall also repair any
damage caused by such removal. Property not so removed shall be deemed abandoned
at the termination of this Lease by Tenant and title to the same shall thereupon
pass to Landlord.  Tenant shall indemnify Landlord against any loss or liability
resulting from delay by Tenant in so surrendering the Leased Premises, including
without  limitation,  any claims made by any  succeeding  tenant founded on such
delay.

         Section 3.04.  Holding Over. In the event Tenant  remains in possession
of the Leased Premises or any part thereof without the consent of Landlord after
the expiration or earlier  termination of this Lease,  Tenant shall be deemed to
hold the Leased Premises as a tenant on a month-to-month basis subject to all of
the terms,  conditions,  covenants and  provisions of this Lease (which shall be
applicable during the holdover period), except that Tenant shall pay to Landlord
rent equal to 125% of the last current Basic Annual Rent (hereinafter  defined),
which rent shall be payable to Landlord on demand. In addition,  Tenant shall be
liable to Landlord for all damages occasioned by such holding over. Tenant shall
vacate and  surrender the Leased  Premises to Landlord upon Tenant's  receipt of
notice  from  Landlord to vacate.  No holding  over by Tenant,  whether  with or
without the consent of  Landlord,  shall  operate to extend this Lease except as
otherwise expressly provided herein.

                                    ARTICLE 4
                                Rent and Deposit

         Section  4.01.  Components  of Rent.  Tenant  hereby  agrees  to pay to
Landlord as rent for the Leased  Premises an amount  equal to Basic  Annual Rent
(as hereinafter  defined).  The aggregate of all such rentals may be referred to
hereinafter  as "Rental".  The annual  Rental shall be due and payable in twelve
(12) equal  installments on the first day of each calendar month during the term
of this Lease (each such date that rent shall be due and payable hereunder shall
hereinafter be referred to as a "Payment Date"). Tenant hereby agrees to pay the
monthly  Rental  installments  to Landlord as provided in Item M Section 1.02 of
this Lease or at such other  location as  Landlord  may  designate  from time to
time,  in  advance   without  demand  and  without  any  deduction,   abatement,
counterclaim or set off. In the event of a partial month at the beginning of the
term of this Lease, the Rental and any other charges or costs, payable by Tenant
shall be prorated on the basis of a thirty (30) day month.  All Rental and other
charges  payable by Tenant  pursuant to the terms of this Lease shall be payable
without  relief  from  valuation  and  appraisement  laws,  and with  reasonable
attorneys' fees and costs of collection.

                                       3
<PAGE>

         Section  4.02.  Basic Annual Rent.  Tenant  hereby  agrees to pay Basic
Annual Rent for the Leased  Premises in the amount  specified in Item D, Section
1.02 of this  Lease  without a right of  set-off,  payable  in  advance in equal
consecutive  monthly  installments  as specified in Item E, Section 1.02 of this
Lease,  on or before the first day of each month  during the Lease Term.  If any
monthly  installment  of Basic Annual Rent or other payment  required under this
Lease remains unpaid after the fifth (5th) day of the calendar month in which it
is due or any  subsequent  calendar  month,  a service  charge  equal to One and
One-Half per cent (1-1/2%) of the amount  overdue may be charged by Landlord for
each  calendar  month  thereafter  for the purpose of defraying  the  additional
expenses  incident to the handling of such overdue amount.  If Tenant shall fail
to pay, when the same is due and payable, any other payment owing from Tenant to
Landlord  pursuant to this Lease,  such unpaid  amounts shall bear interest from
the due date  thereof to the date of payment at the rate of One and One-Half per
cent  (1-1/2%) per month.  The  imposition  of such service  charge shall not be
deemed a waiver by Landlord of any other remedies  provided  herein for Tenant's
failure to pay rent.

                                    ARTICLE 5
                       Utility and Other Building Services

         Section 5.01. Services to be Provided. If Tenant requests any utilities
or building  services in addition to those in existence  as of the  Commencement
Date,  then Landlord shall use  reasonable  efforts to attempt to furnish Tenant
with such additional  utilities or building  services.  In the event Landlord is
able to and does furnish such  additional  utilities or building  services,  the
costs thereof shall be borne by Tenant.

         Section   5.02.   Interruption   of   Services.   Tenant   understands,
acknowledges  and agrees that  Landlord  does not  represent or warrant that the
availability  and  capacity of  utilities or building  services  shall  continue
uninterrupted and unchanged,  and that any such interruption or change shall not
be deemed an eviction or disturbance of Tenant's right to possession,  occupancy
and use of the Leased Premises or any part thereof, or render Landlord liable to
Tenant for damages by abatement of rent or otherwise, or relieve Tenant from the
obligation to perform its covenants under this Lease.


         Section 5.03.  Taxes and Utility Charges.

         (a) Tenant will pay and discharge,  or cause to be paid and discharged,
prior to the  imposition of any interest or penalty for  delinquency,  all taxes
(including,  without  limitation,  real estate taxes and  assessments,  Tenant's
income,  franchise and excess profits taxes,  but excluding any taxes,  interest
and  penalties on or with respect to  Landlord's  income,  franchise  and excess
profit taxes),  all assessments that are due and payable in installments  during
the Lease  Term  (including  without  limitation,  all  assessments  for  public
improvements  or benefits,  whether or not  commenced or completed  prior to the
Commencement  Date and whether or not to be completed prior to the expiration of
the Lease,  fees,  water,  sewer or other  rents,  rates and  charges,  excises,

                                       4
<PAGE>

levies, license fees, permit fees, inspection fees, other authorization fees and
other  governmental  and  similar  charges,  general  or  special,  ordinary  or
extraordinary,  foreseen or unforeseen, of every character, and any interest and
penalties thereon,  which may be levied or assessed against,  or be confirmed or
imposed on or in respect of: (i) the Leased Premises or any portion thereof,  or
the interest of Tenant or Landlord  therein or in respect thereof during or with
respect  to the  Lease  Term,  (ii) any  Basic  Annual  Rent or any or all other
amounts  payable by Tenant  under the Lease,  (iii) the Lease or the interest of
Tenant or Landlord thereunder, (iv) the possession, use, occupancy, maintenance,
repair or rebuilding of the Leased  Premises or any portion  thereof  except for
repair and rebuilding that is Landlord's  obligation  under Section 6.02; all of
the  foregoing,  hereinafter  referred to as the  "Charges";  but nothing in the
foregoing  shall  require the payment or  discharge  of any tax,  charge,  levy,
assessment,  or lien, or any other  imposition or  encumbrance on or against the
Leased Premises or any portion thereof, so long as the same shall be the subject
of a contest  which is  diligently  being  conducted.  If any tax or  assessment
levied  or  assessed  against  the  Leased  Premises  may  legally  be  paid  in
installments,  or in a lump sum,  neither  Landlord  nor Tenant  shall  elect or
otherwise  cause to have the tax or assessment  payable in a lump sum and Tenant
shall be obligated to pay only such installments as shall be properly  allocated
to  periods  within  the Term  hereof.

         (b)  Tenant  shall  (i) pay  all  costs  and  charges  for all  utility
services,   including  but  not  limited  to  gas,  water,  sewer,  electricity,
telephone,  refuse or garbage collection to or used by or for Tenant on or about
the Leased Premises  commencing on the  Commencement  Date, (ii) comply with all
contracts  relating  to such  services  if  noncompliance  would have an adverse
effect on  Landlord's  interest in the Leased  Premises,  and (iii) do all other
things required for the maintenance and continuation of such services during the
Term;  but  nothing  contained  in this Lease  shall  constitute  any consent or
request by Landlord or by Mortgagee,  express or implied, for the performance of
any labor or services or the  furnishing of any  materials or other  property in
such fashion as would permit the making of any claim against Landlord or against
Mortgagee in respect thereof. In the event of abandonment of the Leased Premises
by Tenant,  Tenant shall cause sufficient utilities to be provided to the Leased
Premises in order to keep the Leased Premises in good condition and repair.

         (c)  Tenant  shall  furnish  to  Landlord,  within  ten (10) days after
reasonable  demand by Landlord,  proof of the payment of any of the Charges,  or
any other charge, which is the obligation of Tenant hereunder.

                                    ARTICLE 6
                       Repairs, Maintenance, Alterations,
                            Improvements and Fixtures

         Section 6.01.  Repair and Maintenance of Building.  Tenant will, at its
cost and  expense,  keep and  maintain  the Leased  Premises  in good repair and
condition,  except  for  ordinary  wear and tear and repair  that is  Landlord's

                                       5
<PAGE>

responsibility  under Section 6.02,  and will promptly make all  structural  and
non-structural,  and  ordinary and  extraordinary,  changes and repairs of every
kind  which may be  required  to be made upon or in  connection  with the Leased
Premises in order to keep the same in good repair and condition except for those
that are the Landlord's  obligation  under  Sections 6.02 and 7.01(c).  Landlord
shall not be required to maintain,  alter, repair, replace or rebuild the Leased
Premises or any portion  thereof or to maintain  the Leased  Premises in any way
except for any repair that is Landlord's  responsibility under Sections 6.02 and
7.01(c), and subject to Section 16.15. Tenant expressly waives the right to make
repairs at the expense of Landlord  which may be provided  for in any law now or
hereafter in effect.

         Section 6.02.  Alterations or Improvements.  Upon prior written consent
from  Landlord  which  shall  not  be  unreasonably  withheld,   alterations  or
improvements  may be  made  to  the  Leased  Premises;  provided  however,  such
alterations or improvements shall be made by Landlord,  or contractors  approved
by Landlord. Tenant shall have the right to make minor alterations to the Leased
Premises without Landlord's  approval so long as such alternations do not affect
the  structure  or  marketability  of the  Leased  Premises,  and do not  exceed
$10,000, which shall not be unreasonably  withheld,  conditioned or delayed. All
costs attributable to said alterations or improvements shall be borne by Tenant,
including, but not limited to all construction costs, fees, architectural costs,
permit fees, and attorney fees. Any  alterations or  improvements  to the Leased
Premises,  except movable office furniture,  equipment and trade fixtures, shall
become part of the realty,  and be the  property of  Landlord,  and shall not be
removed by Tenant. If any present or future  improvements to the Leased Premises
are made or authorized to be made by Tenant,  its agents or employees,  and such
improvements  shall encroach upon any property or street  adjacent to the Leased
Premises,  or  shall  violate  any  agreement  or  condition  contained  in  any
restrictive  covenant  affecting or applicable to the Leased Premises,  or shall
impair the rights of others  under any  easement  or  right-of-way  to which the
Leased Premises are subject, then upon request of Landlord,  Tenant, at its cost
and  expense,  shall  take such  action  as shall be  necessary  to remove  such
encroachments  or end such  violation  or  impairment.  Any such action shall be
taken in conformity with the requirements of this Section.  Notwithstanding  the
foregoing,  Tenant  shall not be  required to remove any such  encroachments  if
Tenant has or  obtains  such  easements,  licenses  or similar  rights as may be
necessary  to permit such  encroachments  to remain and had  complied  with this
Section.  Landlord  and its  authorized  representatives  may enter  the  Leased
Premises  or any part  thereof  for the purpose of  inspecting  the same.  After
completion of said improvements,  such entry shall be after reasonable notice to
Tenant and during regular  business  hours.  Landlord shall not have any duty to
make such  inspection,  and Landlord shall not incur any liability or obligation
for making or not making any such inspection

         Section  6.03.  Trade  Fixtures.  Any trade  fixtures  installed on the
Leased  Premises  by  Tenant at its own  expense,  such as  movable  partitions,
counters, shelving, showcases, mirrors and the like, may, and, at the request of
Landlord,  shall be removed on the  expiration  or earlier  termination  of this
Lease,  provided that Tenant is not then in default,  that Tenant bears the cost
of such removal,  and further that Tenant repairs at its own expense any and all
damages to the Leased Premises  resulting from such removal.  If Tenant fails to
remove  any  and all  such  trade  fixtures  from  the  Leased  Premises  on the
expiration or earlier  termination of this Lease,  all such trade fixtures shall
become the property of Landlord unless Landlord elects to require their removal,
in which case Tenant shall, at its expense, promptly remove the same and restore
the Leased Premises to their prior condition.

                                       6
<PAGE>

                                    ARTICLE 7
                     Fire or Other Casualty; Eminent Domain

         Section 7.01.  Condemnation and Casualty.

         (a)      Tenant  hereby  assigns to Landlord  any award,  compensation,
proceeds of insurance and other  payment to which Tenant may become  entitled in
respect of Tenant's  leasehold  interest hereunder (i) if the Leased Premises or
any portion  thereof are damaged or destroyed  due to fire or other  casualty or
cause,  and (ii) by reason of any  condemnation,  confiscation,  requisition  or
other taking or sale of the  possession,  use,  occupancy or title to the Leased
Premises or any portion  thereof in, by or on account of any completed,  pending
or threatened  eminent domain  proceedings  or other action by any  governmental
authority or other person having the power of eminent domain. Landlord shall and
hereby is authorized  and empowered by Tenant,  at its cost and expense,  in the
name and  behalf  of  Landlord,  Tenant  or  otherwise,  to  appear  in any such
proceedings  or other  action,  to file and  prosecute,  and to  negotiate  with
respect to, or adjust any claim for any award,  compensation or other payment on
account  of any such  loss,  damage,  destruction,  condemnation,  confiscation,
requisition  or other  taking or sale,  and to collect  and receipt for any such
award,  compensation  or other payment or to accept any settlement or adjustment
thereof.  With respect to  condemnation  or public taking only,  Tenant may take
such action in connection with any claim, proceeding or other action as shall be
appropriate  to protect the interests of Tenant.  Each party shall pay all fees,
costs  and  other  expenses  which  may  become  payable  as a  result  of or in
connection with their respective  activities under this paragraph.  Tenant shall
have the right to claim an award for Tenant's  personal  property and relocation
fees provided the Tenant's  claim shall in no way diminish or reduce  Landlord's
award.

         (b)      If,  after any  occurrence  of the  character  referred  to in
clause  (i) or  (ii) of  Section  7.01(a),  and,  in the  case of an  occurrence
described  in  said  clause  (i),  the  occurrence  results  in  a  "substantial
destruction", as defined in Section 7.01(d), or if, in the case of an occurrence
described in said clause (ii), the occurrence results in a "substantial taking",
as defined in Section 7.01(e),  and as a result of either such occurrence either
(A) Tenant determines in its reasonable judgment that the Premises are unfit for
the Permitted Use or (B) Tenant loses and is unable to obtain within thirty (30)
days despite good faith efforts any city, county or state licenses  necessary to
operate  for the  Permitted  Use,  Tenant,  within  ten  (10)  days  after  such
substantial  destruction or substantial  taking,  may give notice to Landlord of
Tenant's  intention to terminate this Lease.  Such notice shall (i) specify such
termination date, which shall be the Payment Date first occurring at least sixty
(60) days after such notice is given,  (ii) contain a certification  by Tenant's
President  that  Tenant  has made a good  faith  determination  that the  Leased
Premises have been rendered no longer fit for the Permitted Use by an occurrence
of the character referred to in clause (i) or (ii) of Section 7.01(a),  and that
Tenant has  discontinued,  or within one  hundred  twenty  (120) days after such
notice is given will  discontinue,  the use of the Leased  Premises  in Tenant's
business,  and (iii) contain a brief  description of such  occurrence and of the
basis for such determination by Tenant.  Upon receipt of such notice as required
in this Section  7.01(b),  the Lease shall terminate on the termination date set
forth in the notice.

                                       7
<PAGE>

         (c)      If,  after any  occurrence  of the  character  referred  to in
Section  7.01(a),  Tenant is not  permitted  to give notice of its  intention to
terminate  this  Lease,  then (i) this Lease shall  continue  in effect  without
abatement of any Basic Rent,  Additional Rent or other amounts payable by Tenant
hereunder,  (ii) Landlord shall,  promptly after any such occurrence and receipt
of the insurance or condemnation proceeds (whichever is applicable),  diligently
repair,  replace  and  rebuild  the  Leased  Premises,  to at least  the  extent
necessary and  practicable  to restore the Leased  Premises to the condition and
market value thereof immediately prior to such occurrence,  and (iii) the entire
award, compensation,  insurance proceeds or other payment, if any, on account of
any such occurrence,  less any expenses  incurred by Landlord in collecting such
award, compensation,  insurance proceeds or other payment, shall be available to
Landlord  to restore the Leased  Premises.  Notwithstanding  anything  contained
herein to the  contrary,  Landlord  shall have no such  obligation to repair and
rebuild if less than twelve months will remain in the Lease Term at the time the
applicable repair or rebuilding would be completed.

         (d)  As  used  herein,   "substantial   destruction"  means  damage  or
destruction  occurring  within thirty (30) months prior to the expiration of the
Lease Term (subject to any extensions  exercised and agreed to prior to the date
of the  casualty as set forth in Section  7.01(b)  hereof) to the extent of more
than  25% of the  cost of  replacement  of the  Building.

         (e)  As  used  herein,   "substantial   taking"  means  the  taking  by
condemnation  or the exercise of the power of eminent  domain of (i) 30% or more
of the parking area  constituting a part of the Leased Premises (and the failure
of Landlord  within  ninety (90) days after such taking to replace  such parking
area so as to provide the Leased  Premises with a number of parking spaces which
is not less than that required by the  applicable  zoning  ordinance or variance
thereof),  or (ii) any part of the  Building  sufficient  to reduce the existing
total  square  feet of floor area in such  building so as to render it unfit for
use for the Permitted Use.

                                    ARTICLE 8
                                    Insurance

         Section 8.01.  Landlord's Insurance.  Intentionally deleted.

         Section  8.02.  Landlord's   Responsibility.   Landlord  will  protect,
indemnify   and  save  harmless   Tenant  from  and  against  all   liabilities,
obligations,  claims,  damages,  penalties,  causes of action, costs and expense
(including, without limitation,  reasonable attorneys fees and expenses) imposed
upon or incurred by or asserted  against  Tenant by reason of the  occurrence or
existence of either of the following: (i) any failure of Landlord's title to the
Leased Premises, (ii) any accident,  injury to or death of persons or loss of or
damage to property  occurring as a result of (A) any  activity in remedying  any
defect as required by Article 7 or any activity by Landlord,  or any contractor,
subcontractor  or  agent of  Landlord,  pursuant  to  Article  7, (B) any  other
presence or activity by Landlord,  or any contractor,  subcontractor or agent of
Landlord at the Leased Premises.

         Section  8.03.  Tenant's  Insurance.  Placement  of Tenant's  Property.
Tenant will, at all times during the Term and at its cost and expense,  maintain
insurance of the following character:

                                       8
<PAGE>


         (A) Insurance  against loss covered by a standard  Broad Form Causes of
             Losses,  including  but not  limited  to loss by  windstorm,  hail,
             earthquake,  explosion,  riot  (including riot attending a strike),
             civil commotion,  aircraft,  vehicles,  smoke damage, and vandalism
             and malicious mischief in amounts sufficient to prevent Landlord or
             Tenant from becoming a co-insurer of any loss under the  applicable
             policies,  but in any  event  in  amounts  not  less  than the full
             insurable   value  of  all   buildings   and  other   improvements,
             constituting  a portion  of the  Leased  Premises.  The term  "full
             insurable  value" as used herein  means  actual  replacement  cost,
             including  the  costs  of  debris  removal,  less  the  cost of the
             foundation,  which amount shall be adjusted annually for inflation.
             Landlord,  upon written  request of Tenant,  will  annually  inform
             Tenant of the "full insurance value" of the Leased Premises.

         (B) General  liability   insurance  covering  the  legal  liability  of
             Landlord  and Tenant  against  claims for bodily  injury,  death or
             property damage,  occurring on, in or about the Leased Premises and
             the adjoining  land, in the minimum  amounts of $1,000,000 for each
             claim with  respect to any one death or bodily  injury,  $2,000,000
             with respect to any one occurrence, and $500,000 for all claims for
             property damage with respect to any one occurrence.

         (C) Broad form boiler and machinery  insurance  (including coverage for
             pressure  vessels and pressure  pipes) if applicable on all objects
             customarily  covered by such broad form  insurance  and at any time
             constituting a part of, or being situation on, the Leased Premises,
             in an amount sufficient to prevent Landlord or Tenant from becoming
             a co-insurer of any loss, but in the minimum amount of $1,000,000.

         (D) Workers'   compensation   insurance  -  Tenant  shall  comply  with
             applicable  workmen's  compensation  laws of the state in which the
             Leased  Premises are located,  and shall maintain such insurance if
             and to  the  extent  necessary  for  such  compliance.

         (E) Excess liability insurance policy in the amount of $3,000,000.

         (F) Business interruption insurance for a period of no less than twelve
             (12) months.

         (G) Such other insurance, in such amounts and against such risks, as is
             customarily  maintained by Tenant with respect to properties  owned
             by it.

         Such insurance  shall be written by companies which at the time have at
least an A7 Rating in the then most recent A.M. Best Rating Guide and shall name
as the insured parties  Landlord and Tenant as their interests may appear.  Such
insurance may provide for such reasonable  deductible amounts as are customarily
provided for in insurance  maintained by Tenant with respect to properties owned
by it, and may be obtained  by Tenant by  endorsement  on its blanket  insurance
policies if such  policies  satisfy  the  requirements  specified  above in this
Section 8.03.  Landlord shall not be required to prosecute any claim against any
insurer or to contest any settlement proposed by any insurer,  but Landlord may,

                                       9
<PAGE>

at its  cost  and  expense,  prosecute  any  such  claim  or  contest  any  such
settlement, and in such event Landlord may bring any such prosecution or contest
in the name of  Landlord,  Tenant  or both,  and  Tenant  will join  therein  at
Landlord's request.

         Tenant may,  at its option  satisfy  any or all of the  obligations  to
insure with a blanket  policy or policies of insurance now or hereafter  carried
and  maintained by Tenant  provided,  however,  that Landlord and any additional
party  required to be insured  shall be insured as required by the terms of this
Lease and that such coverage shall not be reduced or diminished by reason of the
use of a blanket  policy or policies  and that such  blanket  policy or policies
satisfy the requirements of any mortgagee of the Leased Premises.

         Insurance  claims by reason of damage or  destruction to any portion of
the Leased Premises shall be adjusted by Landlord and Tenant.

         Every insurance policy maintained pursuant to Section 8.03 shall bear a
first  mortgage  endorsement  in favor of any  mortgagee of the Leased  Premises
(hereinafter  referred to as a  "Mortgagee"),  and loss proceeds  under any such
policy  (other  than any public  liability  policy) in excess of  $100,000  with
respect to any loss shall be made  payable to the  Mortgagee,  if any,  provided
that  recoveries  under any such  policy  shall be applied by the  Mortgagee  as
provided in Article 7. Every such policy shall  provide  thirty (30) days' prior
written notice of cancellation  shall be given to Landlord and the Mortgagee and
that such insurance, as to the interest of Landlord and the Mortgagee, shall not
be  invalidated  by any act or neglect of Landlord or Tenant or any owner of the
Leased Premises or of any interest therein,  nor by any foreclosure or any other
proceedings or notices  thereof  relating to the Leased Premises or any interest
therein,  nor by any change in the title or ownership of the Leased  Premises or
any  interest  therein.  Landlord  and Tenant  each waives any and all rights of
recovery,  claim,  action or cause of action,  against  the other,  its  agents,
officers, servants, partners,  shareholders, or employees for any loss or damage
that may occur to the  Leased  Premises  which is  insured  under  any  property
insurance  policy actually being maintained even if not required by the terms of
this Lease. In addition,  Landlord shall not make any claim against  proceeds of
insurance paid for the loss of any personal property of Tenant.

         Tenant  shall  deliver to Landlord  promptly  after the  execution  and
delivery of this Lease  original  or  duplicate  policies,  or  certificates  of
insurers satisfactory to the Landlord and Mortgagee,  if any, evidencing all the
insurance  which is then required to be maintained by Tenant,  and Tenant shall,
within thirty (30) days prior to the expiration of any such  insurance,  deliver
either original or duplicate policies or certificates of the insurers evidencing
the renewal of such insurance.

         Tenant shall not obtain or carry separate insurance  concurrent in form
or  contributing in the event of loss with that required in this Section 8.03 to
be furnished by Tenant unless  Landlord is included  therein as a named insured,
with loss payable as in this Lease  provided.  Tenant shall  immediately  notify
Landlord  whenever any such separate  insurance is obtained and shall deliver to
Landlord the policy or policies or certificates

         Section 8.04. Tenant's Responsibility.  Tenant will protect,  indemnify
and save  harmless  Landlord  from and  against  all  liabilities,  obligations,
claims,  damages,  penalties,  causes of action,  costs and expense  (including,

                                       10
<PAGE>

without  limitation,  reasonable  attorneys' fees and expenses)  imposed upon or
incurred  by or  asserted  against  Landlord  by  reason  of the  occurrence  or
existence  of any of the  following:  (i) any  accident,  injury  to or death of
persons  or loss of or  damage to  property  occurring  on or about  the  Leased
Premises or any part thereof or occurring on or about the  adjoining  sidewalks,
curbs,  vaults and vault space, if any,  streets or ways caused by Tenant or its
agents,  (ii) any use,  nonuse or condition  of the Leased  Premises or any part
thereof or any use,  nonuse or  condition  of the  adjoining  sidewalks,  curbs,
vaults and vault space,  if any,  streets or ways resulting from Tenant's use or
occupancy  of the Leased  Premises,  (iii) any  failure on the part of Tenant to
perform or comply with any of the terms of this Lease,  or (iv)  performance  of
any labor or services or the  furnishing of any  materials or other  property in
respect of the Leased Premises or any part thereof.  In case any action, suit or
proceeding is brought against Landlord by reason of any such occurrence, Tenant,
upon request,  will at Tenant's  expense resist and defend such action,  suit or
proceeding  or cause the same to be resisted and defended by counsel  designated
by Tenant and reasonably approved by Landlord and Mortgagee.  The obligations of
Tenant  under  this  Section  shall  survive  any  termination  of  this  Lease.
Notwithstanding  anything herein to the contrary,  Tenant shall bear the risk of
any loss or damage to its property as provided in Section 8.01.

         Section 8.05. Waiver of Subrogation. Landlord and Tenant hereby release
each other and each other's employees,  agents,  customers and invitees from any
and all  liability  for any loss of or damage  or  injury to person or  property
occurring  in, on or about or to the Leased  Premises,  the Building or personal
property  within  the  Building  by  reason of fire or other  casualty  which is
required  to be  insured  against  hereunder,  regardless  of  cause,  including
negligence  of  Landlord  or Tenant  and  their  respective  employees,  agents,
customers and invitees,  and agree that such insurance carried by either of them
shall  contain a clause  whereby  the  insurer  waives its right of  subrogation
against  the other  party.  Because  the  provisions  of this  Section  8.05 are
intended to preclude  the  assignment  of any claim  mentioned  herein by way of
subrogation  or otherwise to an insurer or any other person,  each party to this
Lease shall give to each  insurance  company  which has issued to it one or more
policies of fire and extended  coverage  insurance  notice of the  provisions of
this  Section  8.05 and have  such  insurance  policies  properly  endorsed,  if
necessary,  to  prevent  the  invalidation  of such  insurance  by reason of the
provisions of this Section 8.05.

                                    ARTICLE 9
                                      Liens

         Section 9.01.  Liens.  If,  because of any act or omission of Tenant or
any person claiming by, through,  or under Tenant,  any mechanic's lien or other
lien shall be filed  against the Leased  Premises or against  other  property of
Landlord  (whether  or not such lien is valid or  enforceable  as such),  Tenant
shall, at its own expense, cause the same to be discharged of record bonded over
by a surety  reasonably  acceptable to Landlord  within  seventy-five  (75) days
after the date of filing thereof,  and shall also indemnify Landlord and hold it
harmless from any and all claims, losses, damages, judgments, settlements, costs
and  expenses,  including  attorneys'  fees,  resulting  therefrom  or by reason
thereof.  Landlord  may, but shall not be obligated to, pay the claim upon which
such lien is based so as to have such lien released of record;  and, if Landlord
does so, then Tenant shall pay to Landlord, as additional rent, upon demand, the
amount of such claim,  plus all other costs and expenses  incurred in connection
therewith, plus interest thereon at the rate of eighteen percent (18%) per annum
until paid.

                                       11
<PAGE>

                                   ARTICLE 10
                             Intentionally deleted.

                                   ARTICLE 11
                            Assignment and Subletting

         Section  11.01.  Assignment  and  Subletting by Tenant.  Tenant may not
sell,  assign,  or mortgage this Lease or sublet the Leased Premises or any part
thereof,  without  the prior  written  consent of  Landlord  which  shall not be
unreasonably  withheld,  conditioned or delayed; and any attempted assignment or
subletting without such consent shall be invalid.  Notwithstanding  this, Tenant
shall have the right at any time to sublease or assign all or any portion of the
Leased  Premises to any related  entity or affiliate of Tenant whether by merger
or consolidation,  or to any successor corporation,  without Landlord's approval
or consent. In the event of a permitted  assignment or subletting,  Tenant shall
nevertheless at all times remain fully responsible and liable for the payment of
rent and the  performance  and observance of all of Tenant's  other  obligations
under the terms,  conditions  and  covenants  of this Lease.  No  assignment  or
subletting  of the Leased  Premises or any part  thereof  shall be binding  upon
Landlord  unless  such  assignee  or  subtenant  shall  deliver to  Landlord  an
instrument  (in  recordable  form,  if  requested)  containing  an  agreement of
assumption of all Tenant's  obligations under this Lease. Upon the occurrence of
an event of default, if all or any part of the Leased Premises are then assigned
or sublet, Landlord, in addition to any other remedies provided by this Lease or
by law, may, at its option,  collect directly from the assignee or subtenant all
rent  becoming due to Landlord by reason of the  assignment or  subletting.  Any
collection by Landlord from the assignee or subtenant  shall not be construed to
constitute  a waiver or release of Tenant  from the further  performance  of its
obligations  under this Lease or the making of a new lease with such assignee or
subtenant.

         Section 11.02. It shall be reasonable for Landlord to refuse, condition
or delay its consent to any proposed  assignment  or  subletting  if it is based
upon, among other things,  Landlord's reasonable determination that its interest
in the Lease or the  Leased  Premises  would be  adversely  affected  by (i) the
financial  condition,  creditworthiness  or business  reputation of the proposed
assignee or  subtenant,  or (ii) the proposed use of the Leased  Premises by, or
business of, the proposed assignee or subtenant,  but Landlord may not take into
account the prevailing  market or quoted rental rates for the Leased Premises or
other comparable leased space.


                                   ARTICLE 12
                              Transfer by Landlord

         Section  12.01.  Sale and Conveyance of the Leased  Premises.  Landlord
shall have the right to sell and convey the Leased  Premises  at any time during
the Lease Term,  subject only to the rights of Tenant  hereunder;  and such sale
and  conveyance  shall  operate to release  Landlord  from  liability  hereunder
arising after the date of such conveyance as provided in Section 13.08.

         Section  12.02.  Subordination.   Landlord  shall  have  the  right  to
subordinate  this Lease to any mortgage  presently  existing or hereafter placed
upon the Leased Premises by so declaring in such mortgage;  and the recording of
any such mortgage  shall make it prior and superior to this Lease  regardless of
the date of  execution  or  recording  of  either  document.  Tenant  shall,  at

                                       12
<PAGE>

Landlord's request, promptly execute and deliver to Landlord,  without cost, any
instrument which may be deemed necessary or desirable by Landlord to confirm the
subordination  of this Lease and an Estoppel  Certificate in the form reasonably
required by Landlord,  and as provided in Section  16.14 of this Lease;  and, if
Tenant fails or refuses to do so,  Landlord may execute such  instrument  in the
name and as the act of  Tenant.  Notwithstanding  the  foregoing,  no default by
Landlord under any such mortgage shall affect Tenant's rights  hereunder so long
as Tenant is not in default  under this Lease.  Tenant  shall,  in the event any
proceedings are brought for the foreclosure of any such mortgage,  attorn to the
purchaser upon any such foreclosure and recognize such purchaser as the Landlord
under this Lease.

         Section   12.03.   Non-Disturbance.   As  a   condition   of   Tenant's
subordination  of  this  Lease  to  any  mortgagee,   Landlord  shall  obtain  a
nondisturbance  agreement  from such future  mortgagee  in favor of Tenant which
shall be in a form reasonably acceptable to Landlord.

                                   ARTICLE 13
                              Defaults and Remedies

         Section 13.01.  Defaults by Tenants. Each of the following events shall
be an "Event of Default" hereunder:

         (A) Failure  of  Tenant  to pay any  installment  of  rent or any  part
             thereof  (including  but not limited to failure to make any deposit
             required  under the terms of this  Lease) or any other  payments of
             money,  costs,  or expenses herein agreed to be paid by Tenant when
             due after  ten (10)  days  notice  to  Tenant;  provided,  however,
             Landlord  shall not be obligated to provide  Tenant  notice of late
             payment more than two (2) times every  calendar year and after such
             two notices in a particular  calendar year,  Tenant shall be deemed
             to be in default if said sums are not paid when due.

         (B) Failure  to  observe  or  perform  one or more of the other  terms,
             conditions,   covenants,  or  agreements  of  this  Lease  and  the
             continuance  of such  failure for a period of thirty (30) days,  or
             other such period  provided in this Lease,  after written notice by
             Landlord specifying such failure (unless such failure requires work
             to be performed, acts to be done, or conditions to be removed which
             cannot by their nature  reasonably be performed,  done, or removed,
             as the case may be,  within  such  thirty  (30) day period or other
             such period  required in this Lease, in which case no default shall
             be deemed to exist so long as Tenant shall have commenced doing the
             same within  such thirty (30) day or other such period  required in
             this Lease and shall diligently and continuously prosecute the same
             to completion);

         (C) The filing of an  application  by Tenant  for,  or a consent to the
             appointment of, a receiver,  trustee, or liquidator of itself or of
             all its assets;

         (D) The filing by Tenant of a voluntary petition in bankruptcy,  or the
             filing of a pleading  in any court of record  admitting  in writing
             its inability to pay its debts as they become due;

                                       13
<PAGE>

         (E) The  making by Tenant of a general  assignment  for the  benefit of
             creditors;

         (F) The filing by Tenant of an answer admitting material allegations of
             or  consenting  to or  defaulting  in answering  in petition  filed
             against it in any bankruptcy proceedings;

         (G) The  entry  of an  order,  judgment,  or  decree  by any  Court  of
             competent  jurisdiction adjudging Tenant a bankrupt or appointing a
             receiver,  trustee,  or liquidator of it, or all of its assets, and
             such order,  judgment,  or decree continuing unstayed and in effect
             for any period of sixty (60) consecutive days;

         (H) If  this  Lease  or  the  estate  of  Tenant   hereunder  shall  be
             transferred  to or assigned to or  subleased to or shall pass to or
             devolve  upon any  person  or  party,  except  in a  manner  herein
             expressly permitted; or

         (I) If a levy  under  execution  or  attachment  shall be made  against
             Tenant or its property and such  execution or attachment  shall not
             be vacated or removed by court order,  bonding, or otherwise within
             a period of thirty (30) days.

         Section 13.02.  Remedies of Landlord.  Upon the occurrence of any Event
of Default set forth in Section 13.01,  Landlord shall have the following rights
and  remedies,  in addition to those allowed by law, any, or all of which may be
exercised without additional notice or demand upon Tenant.

         (A) Landlord  may  apply any  prepaid  funds to the cost of cure of any
             default and/or reenter the Leased  Premises and cure any default of
             Tenant. In such event Tenant shall immediately  reimburse  Landlord
             as additional rental for any such costs, and shall restore the such
             prepaid  funds  used by  Landlord  to cure  Tenant's  default;  and
             Landlord shall not be liable to Tenant for any loss or damage which
             Tenant may sustain by reason of Landlord's actions,  whether or not
             caused by Landlord's negligence.

         (B) Landlord  may at its option give written  notice to Tenant  stating
             that this Lease and the Lease Term shall  expire and  terminate  on
             the date  specified in such notice,  and upon the date specified in
             such notice, this Lease and the term hereby demised, and all rights
             of Tenant  under this Lease shall  expire and  terminate,  in which
             event (i) Tenant  shall  thereupon  quit and  surrender  the Leased
             Premises  but shall remain  liable as  hereinafter  provided;  (ii)
             Landlord  may  without  notice,  reenter and  repossess  the Leased
             Premises  using  such force for that  purpose  as may be  necessary
             without  being  liable  to  indictment,   prosecution,  or  damages
             therefor,   and  Tenant  shall   nevertheless   remain   liable  as
             hereinafter  provided for the  remainder  of the term  hereof;  and
             (iii)  notwithstanding the termination of this Lease,  Landlord may
             declare  all Rental  which  would have been due under the Lease for
             the  balance of the Lease Term to be  immediately  due and  payable

                                       14
<PAGE>

             over the aggregate fair rental value of the Leased  Premises at the
             date of  termination  of Tenant's  rights  under this Lease for the
             period from such Tenant's rights termination date to the end of the
             stated term hereof,  both  discounted in  accordance  with accepted
             financial  practice  at the rate of 8% per  annum  to then  present
             worth,  and Tenant  shall then be liable for the same to  Landlord,
             together with all loss or damage  Landlord may sustain by reason of
             such  default  and  termination,  it  being  expressly  agreed  and
             understood  that such  liabilities  and remedies  herein  specified
             shall survive the termination of this Lease.

         (C) Landlord may, without  terminating  this Lease,  reenter the Leased
             Premises and at its option, repair and alter the Leased Premises in
             such manner as Landlord may deem necessary or advisable, and/or let
             or relet the Leased  Premises or any parts thereof for the whole or
             any part of the  remainder of the Lease Term hereof or for a longer
             period,  in Landlord's  name or as agent of Tenant,  and out of any
             rental  collected  or  received  as a  result  of such  letting  or
             reletting  Landlord shall first, pay to itself the cost and expense
             of retaking,  repossessing,  repairing  and/or  altering the Leased
             Premises,  and the  cost  and  expense  of  removing  all  personal
             property  therefrom;  second,  pay to itself  the cost and  expense
             sustained  in  securing  any new  tenants,  and if  Landlord  shall
             maintain and operate the Leased  Premises,  the cost and expense of
             operating and maintaining the Leased  Premises;  and, third, pay to
             itself any balance  remaining on account of the liability of Tenant
             to  Landlord.  No reentry by Landlord  shall  absolve or  discharge
             Tenant  from  liability  hereunder.  Landlord  shall  in no  way be
             responsible or liable for any failure to relet the Leased  Premises
             or any part  thereof,  or for any failure to collect any rental due
             on any such reletting.

         (D) Landlord may sue for  injunctive  relief or to recover  damages for
             any loss resulting from the breach.

         (E) Landlord may declare all Rental for the balance of the term of this
             Lease  then in  effect,  discounted  in  accordance  with  accepted
             financial  practice  at the rate of 8% per  annum  to then  present
             worth, to be immediately due and payable,  as though expressly made
             payable  in  advance  prior  to the  occurrence  of such  event  of
             default,  in which  case  Rental so  becoming  due and  payable  in
             advance  may be  recovered  in any  suit,  action  or  other  legal
             proceeding,  provided,  that if Landlord shall exercise such remedy
             and Tenant  shall have paid in full all Rental so declared  due and
             payable,  Tenant  thereafter  shall have the right to possession of
             the  Leased  Premises  for the  entire  period in  respect of which
             Rental shall have been so accelerated by Landlord, unless and until
             a further event of default.

         Landlord  shall  mitigate  Tenant's  damages  hereunder  to the  extent
required by law.

         Section 13.03. Suit Prior to Expiration. Suit or suits for the recovery
of  any  deficiency  or  damages,  or for a sum  equal  to  any  installment  or
installments of Rental and other charges hereunder,  may be brought by Landlord,
from time to time at Landlord's election,  and nothing herein contained shall be
deemed to  require  Landlord  to await the date  whereon  this Lease or the term
hereof  would have  expired by its term had there been no such default by Tenant
or termination.

                                       15
<PAGE>

         Section  13.04.  Reinstatement.  No receipt of monies by Landlord  from
Tenant  after  termination  of this Lease,  or after the giving of any notice of
termination of this Lease, shall reinstate,  continue,  or extend the Lease Term
or affect  any notice  given to  Tenant,  or operate as a waiver of the right of
Landlord  to  enforce  the  payment of Rental and other sum or sums of money and
other  charges  herein  reserved  and  agreed to be paid by  Tenant  then due or
thereafter  falling  due,  or  operate as a waiver of the right of  Landlord  to
recover  possession of the Leased  Premises by proper  remedy,  except as herein
otherwise expressly  provided,  it being agreed that after the service of notice
to terminate this Lease or the commencement of suit or summary  proceedings,  or
after  final  order or  judgment  for the  possession  of the  Leased  Premises,
Landlord may demand,  receive,  and collect any moneys due or thereafter falling
due without in any matter  effecting such money  collected being deemed payments
on account of the use and occupation of said Leased Premises, or at the election
of Landlord, on account of Tenant's liability hereunder.

         Section 13.05.  Non-Waiver of Defaults.  The failure or delay by either
party hereto to exercise or enforce at any time any of the rights or remedies or
other  provisions  of this Lease shall not be construed to be a waiver  thereof,
nor affect the  validity of any part of this Lease or the right of either  party
thereafter  to exercise or enforce  each and every such right or remedy or other
provision.  No waiver of any  default and breach of the Lease shall be deemed to
be a waiver of any other  default  and  breach.  The receipt by Landlord of less
than the full rent due  shall not be  construed  to be other  than a payment  on
account  of rent then due,  nor shall any  statement  on  Tenant's  check or any
letter  accompanying  Tenant's check be deemed an accord and  satisfaction,  and
Landlord  may accept such  payment  without  prejudice  to  Landlord's  right to
recover the balance of the rent due or to pursue any other remedies  provided in
this Lease. No act or omission by Landlord or its employees or agents during the
Lease Term shall be deemed an acceptance of a surrender of the Leased  Premises,
and no agreement to accept such a surrender shall be valid unless in writing and
signed by Landlord.

         Section 13.06.  Cumulative Remedies.  Each right and remedy of Landlord
provided for in this Lease shall be cumulative and shall be in addition to every
other right and remedy  provided for in this Lease or now or hereafter  existing
at law or in equity or by statute or otherwise, and the exercise or beginning of
the  exercise by  Landlord of any one or more of the right or remedies  provided
for in this Lease or now or hereafter existing at law or in equity or by statute
or otherwise  shall not preclude the  simultaneous or later exercise by Landlord
of any or all other  rights or  remedies  provided  for in this  Lease or now or
hereafter existing at law or in equity or by statute or otherwise.

         Section 13.07.  Default by Landlord and Remedies of Tenant. It shall be
a default and a breach of this Lease by Landlord if any  covenant or  obligation
required  to be  performed  or  observed  by it under this Lease for a period of
thirty (30) days after written  notice thereof from Tenant;  provided,  however,
that if the term, condition,  covenant or obligation to be performed by Landlord
is of such nature  that the same  cannot  reasonably  be  performed  within said
thirty  (30) day  period,  such  default  shall be deemed to have been  cured if
Landlord  commences  such  performance  within  said  thirty (30) day period and
thereafter  diligently  undertakes to complete the same.  Upon the occurrence of
any such default, Tenant may sue for injunctive relief or to recover damages for
any loss  resulting  from the  breach,  but Tenant  shall not be entitled to (i)
withhold  or abate any rent due  hereunder  until such time as Tenant and for so
long as Tenant obtains a final,  unappealable  and unsatisfied  judgment against
Landlord relating to said default or (ii) terminate this Lease.

                                       16
<PAGE>

         Section 13.08.  Limitation of Landlord's  Liability.  If Landlord shall
fail to perform or observe any term, condition,  covenant or obligation required
to be performed or observed by it under this Lease as provided in Section  13.07
and if Tenant shall, as a consequence thereof,  recover a money judgment against
Landlord, Tenant agrees that it shall look solely to Landlord's right, title and
interest in and to the Leased Premises for the collection of such judgment;  and
Tenant further agrees that no other assets of Landlord shall be subject to levy,
execution or other process for the  satisfaction  of Tenant's  judgment and that
Landlord shall not be liable for any deficiency.

         The references to "Landlord" in this Lease shall be limited to mean and
include only the owner or owners, at the time, of the fee simple interest in the
Leased  Premises.  In the event of a sale or transfer of such interest (except a
mortgage or other transfer as security for a debt), the "Landlord" named herein,
or, in the case of a subsequent transfer, the transferor,  shall, after the date
of such transfer, be automatically  released from all personal liability for the
performance  or  observance  of any  term,  condition,  covenant  or  obligation
required to be performed or observed by Landlord  hereunder;  and the transferee
shall be deemed to have  assumed all of such terms,  conditions,  covenants  and
obligations.

         Section 13.09. Transfer upon Termination. In the event of a termination
of this  Lease by reason of  default  or  breach  by Tenant  hereunder:  (i) all
unexpired  insurance  premiums,  all  deposits  theretofore  made by Tenant with
utility companies and all rights of Tenant under all insurance policies shall be
deemed to be assigned to and  transferred  to  Landlord;  and (ii) Tenant  shall
deliver  and  assign to  Landlord  all  leases of  subtenants,  and  concession,
license,  and occupancy  agreements and all security  deposits and advance rents
then held by Tenant with respect to any and all subleases upon the assumption by
Landlord of the obligation to apply all such security deposits and advance rents
held by Landlord in accordance with such subleases, and concession, license, and
occupancy agreements.

         Section 13.10. Waiver.  Tenant waives the right to trial by jury in any
summary  proceeding that may hereafter be instituted against it or in any action
that may be brought to recover rent hereunder.

         Section  13.11.  Tenant's  Property.  If Tenant shall not remove all of
Tenant's   property  from  the  Leased  Premises  at  any  expiration  or  other
termination  of this  Lease,  Landlord  shall  have  the  right,  at  Landlord's
election,  to remove all or part of such  property in any manner  that  Landlord
shall  choose and store the same without  liability to Tenant for loss  thereof,
and Tenant shall be liable to Landlord for all expenses incurred in such removal
and also for the cost of storage of such property.

         Section  13.12.  Attorney's  Fees and Costs.  In the event either party
defaults  in the  performance  or  observance  of any of the terms,  conditions,
covenants or  obligations  contained  in this Lease and the other party  employs
attorneys  to enforce all or part of this  Lease,  to collect any rent due or to
become due or recover  possession of the Leased  Premises,  the defaulting party

                                       17
<PAGE>

agrees to reimburse the non-defaulting party for all reasonable  attorneys' fees
incurred  thereby,  whether or not suit has actually been filed.  The defaulting
party shall also pay the non-defaulting party all reasonable costs and expenses,
other than  attorneys'  fees,  incurred in the  enforcement of any of the terms,
conditions,  covenants or obligations contained in this Lease. All the sums paid
or obligations  incurred by the non-defaulting  party as aforesaid with interest
and costs shall be paid by the defaulting party to the non-defaulting party five
(5) days after the rendition of any bill or statement therefore.

                                   ARTICLE 14

                             Intentionally deleted.

                                   ARTICLE 15
                                     Notices

         Section  15.01.  Notices.  All  notices  and  demands  which may or are
required to be given by either party to the other  hereunder shall be in writing
and  shall be sent by  United  States  certified  or  registered  mail,  postage
prepaid, addressed as specified in Item M, Section 1.02 of this Lease or to such
other firm or to such other place as Landlord may from time to time designate in
writing.


         Section 15.02. Place of Payment.  All Rental and other payment required
to be made by Tenant to Landlord  shall be  delivered,  or mailed to Landlord at
the  address  as  Specified  in Item M,  Section  1.02 of this  Lease,  and such
payments shall be deemed made when received by Landlord.

                                   ARTICLE 16
                            Miscellaneous Provisions

         Section 16.01. Condition of Premises.  Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any  representation or warranty with
respect to the Leased  Premises or with respect to the  suitability or condition
of any part of the Leased  Premises for the conduct of Tenant's  business except
as provided in this Lease.

         Section 16.02. Intentionally deleted.

         Section  16.03.  Choice of Law.  This Lease  shall be  governed  by and
construed pursuant to the laws of the State of Indiana.

         Section  16.04.  Venue.  Tenant  agrees  that the  venue of any  action
arising  between the  parties to this Lease  shall be in the County  wherein the
Leased Premises are located,  and that the federal  jurisdiction shall be in the
district  wherein the Leased Premises are located,  and Tenant hereby waives any
claims of preferred  venue under the Indiana Trial Rules, or any claim of a more
convenient forum.

         Section 16.05.  Successors and Assigns. Except as otherwise provided in
this Lease, all of the covenants,  conditions and provisions of this Lease shall
be binding  upon and shall inure to the benefit of the parties  hereto and their
respective heirs, personal representatives, successors and assigns.

                                       18
<PAGE>

         Section 16.06.  Name.  Tenant shall not, without the written consent of
Landlord,  use the name of the Leased Premises for any purpose other than as the
address of the business to be conducted by Tenant in the Leased Premises, and in
no event shall Tenant acquire any rights in or to such names.

         Section 16.07.  Examination of Lease. Submission of this instrument for
examination  or signature  to Tenant does not  constitute  a  reservation  of or
option  for  Lease,  and it is not  effective  as a  Lease  or  otherwise  until
execution by and delivery to both Landlord and Tenant.

         Section 16.08.  Time. Time is of the essence of this Lease and each and
all of its provisions.

         Section  16.09.   Defined  Terms  and  Marginal  Headings.   The  words
"Landlord"  and "Tenant" as used herein shall  include the plural as well as the
singular.  If more than one person is named as Tenant,  the  obligations of such
persons are joint and several.  The marginal headings and titles to the articles
of this  Lease are not a part of this  Lease and shall  have no effect  upon the
construction or interpretation any part hereof.

         Section  16.10.  Entire  Agreement;  Amendments.  This  Lease  and  the
Acceptance  Letter executed pursuant to Section 2.03 hereof contained all of the
agreements of the parties hereto with respect to any matter covered or mentioned
in  this  Lease,  and  no  prior  agreement,   understanding  or  representation
pertaining to any such matter shall be effective  for any purpose.  No provision
of this  Lease may be  amended  or added to except by an  agreement  in  writing
signed by the parties hereto or their respective successors in interest.

         Section 16.11.  Payment of and Indemnification for Leasing Commissions.
The parties hereby  acknowledge,  represent and warrant that no broker or person
is  entitled  to any  leasing  commission  or  compensation  as a result  of the
negotiation  or execution of this Lease.  Each party shall  indemnify  the other
party and hold it harmless from any and all liability for the breach of any such
representation  and warranty on its part and shall pay any  compensation  to any
other broker or person who may be deemed or held to be entitled thereto.

         Section 16.12. Severability of Invalid Provisions. If any provisions of
this Lease shall be held to be invalid,  void or  unenforceable,  the  remaining
provisions  hereof  shall  not be  affected  or  impaired,  and  such  remaining
provisions shall remain in full force and effect.

         Section  16.13.  Definition  of the  Relationship  between the Parties.
Landlord  shall not, by virtue of the  execution of this Lease or the leasing of
the  Leased  Premises  to  Tenant,  become or be  deemed a  partner  of or joint
venturer with Tenant in the conduct of Tenant's  business on the Leased Premises
or otherwise.

         Section 16.14. Estoppel Certificate. Tenant shall, within ten (10) days
following  receipt  of  a  written  request  from  Landlord,  promptly  execute,
acknowledge  and deliver to Landlord or to any lender,  purchaser or prospective
lender or purchaser designated by Landlord, a statement in such form as Landlord


                                       19
<PAGE>

may  reasonably  request,  certifying  (i) that this  Lease is in full force and
effect  and   unmodified   (or,  if   modified,   stating  the  nature  of  such
modification),  (ii) the date to which rent has been paid,  and (iii) that there
are not, to  Tenant's  knowledge,  any  uncured  defaults  (or  specifying  such
defaults  if any are  claimed).  Any such  statement  may be relied  upon by any
prospective  purchaser or  mortgagee of all or any part of the Leased  Premises.
Tenant's  failure  to  deliver  such  statement  within  such  period  shall  be
conclusive  upon  Tenant  that  this  Lease  is in full  force  and  effect  and
unmodified,  and that there are no uncured  defaults in  Landlord's  performance
hereunder.

         Section 16.15. Force Majeure.  Landlord shall be excused for the period
of any delay in the  performance of any obligation  hereunder when such delay is
occasioned  by causes  beyond its control,  including,  but not limited to, war,
invasion or hostility; work stoppages, boycotts, slowdowns or strikes; shortages
of  materials,  equipment,  labor or energy;  man-made  or  natural  casualties;
unusual  weather  conditions;  acts or  omissions of  governmental  or political
bodies; or civil disturbances or riots.

         Section  16.16.   Corporate   Tenant.   If  Tenant  is  a  corporation,
partnership,  or limited  liability  company,  the  individual,  or  individuals
executing  this Lease warrant their capacity and authority to execute this Lease
on behalf of said corporation, partnership, or limited liability company.

         Section 16.17. Memorandum of Lease. The parties hereto shall not record
this Lease,  but each party shall execute a "memorandum  of lease"  suitable for
recording.

         Section 16.18.  Reciprocal  Covenant on Notification of ADA Violations.
Within ten (10) days after  receipt,  Landlord and Tenant shall advise the other
party in writing  and  provide  the other with  copies of (as  applicable),  any
notices  alleging  violation  of the  Americans  with  Disabilities  Act of 1990
("ADA")  relating  to any  portion of the Leased  Premises;  any claims  made or
threatened in writing regarding  noncompliance  with the ADA and relating to any
portion of the Leased  Premises;  or any  governmental or regulatory  actions or
investigations instituted or threatened regarding noncompliance with the ADA and
relating to any portion of the Leased Premises.

         Section  16.19.  Sorting  and  Separation  of Refuse and Trash.  Tenant
covenants and agrees,  as its sole cost and expense,  to comply with all present
and future laws,  orders and  regulations of all state,  federal,  municipal and
local governments, departments, commissions and boards regarding the collection,
sorting, separation and recycling of waste products, garbage, refuse and trash

                                   ARTICLE 17
                              Additional Provisions

         Section 17.01.  Option to Extend Lease Term.

         (A) Provided  Tenant is not in default  hereunder and has performed all
             of its convenants and obligations hereunder,  and has not abandoned
             the Leased Premises Tenant shall have the option to extend the term
             of this Lease  (hereinafter,  the  "Option") for a period of twelve
             (12) months upon the following terms and conditions.

                                       20
<PAGE>

         (B) Basic  Annual  Rent  shall  be the  same as set  forth  in  Section
             1.02(D).

         (C) Tenant shall  exercise said Option only by giving written notice to
             Landlord not later than twelve (12) months prior to the  expiration
             of the then current Term.

         (D) It is understood  and agreed that this Option is personal to Tenant
             and is not transferable.

         Section 17.02. Tax Deposit.  In the event Landlord becomes obligated to
any  Mortgagee to make  payments for taxes in  accordance  with the terms of the
Mortgage,  upon  notice  thereof by  Landlord,  Tenant  shall pay to Landlord as
Additional  Rent on the Payment Dates for Basic Rent, an amount equal to 1/12 of
the annual real estate  taxes and  assessments,  if any,  levied or to be levied
against the Leased Premises, if any, next becoming due (all hereinafter referred
to as the  "charges")  all  as  estimated  by  Landlord  based  upon  taxes  and
assessments against the Leased Premises. Tenant shall not be liable to Landlord,
any mortgagee or third party for any taxes and  assessments  with respect to the
Leased Premises for which Tenant has deposited  available funds with Landlord to
pay such taxes and  assessments and with respect to which Landlord may have used
any such funds paid by Tenant to Landlord for any purpose other than the payment
of such  taxes and  assessments  for which such  funds  were  intended,  so that
Landlord shall have sufficient  funds to pay the charges on the first day of the
month  preceding  the month in which they  become  due.  If,  from time to time,
Landlord  reasonably shall determine that the balance of the funds held by it to
pay the charges is or will be  insufficient  to pay any of the charges  when the
same shall become due and payable,  then Tenant shall pay to Landlord the amount
reasonably  necessary to remedy such  deficiency on or before the date when such
charges  shall  become  due.  Landlord  shall hold all such  amounts and pay the
charges before the same become delinquent,  with the right, however, to Landlord
to apply,  after an Event of Default,  any sums so received as a credit  against
any Basic Rent or Additional Rent then remaining unpaid or to the payment of any
of the charges.

         Section  17.03.  Triple  Net  Lease.  It is the  purpose  and intent of
Landlord and Tenant that the rent provided in Section  1.02(D) shall be absolute
net to  Landlord,  and that  Tenant  shall pay,  without  notice or demand,  and
without abatement or setoff,  and save Landlord  harmless from and against,  all
costs,  taxes,  insurance  costs,  expenses  and other  charges and expenses and
obligations of every kind and nature whatsoever  relating to the Leased Premises
which may arise or become due during the term of this Lease, and in the event of
any nonpayment of any of the foregoing,  Landlord shall have, in addition to any
other rights and remedies,  all of the rights and remedies provided herein or by
law in the case of nonpayment of such.

         Section  17.04.  Quiet  Enjoyment.  Tenant,  on paying  the  Rental and
keeping and performing the conditions and covenants herein contained,  shall and
may peaceably  and quietly enjoy the Leased  Premises for the Lease Term and any
renewal  term,  subject  to  the  legal   requirements,   applicable   insurance
requirements and regulations, and the provisions of this Lease.

                                       21
<PAGE>

         IN WITNESS  WHEREOF,  the parties hereto have executed this Lease as of
the day and year first written above.

TENANT:                                   LANDLORD:

ROBINSON NUGENT, INC.                     SAM & JB, LLC
an Indiana corporation                    an Indiana limited liability company


By:_____________________________       By:_______________________________

Its:_____________________________      Its:_______________________________