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                                BUSINESS PARK LEASE

                                    ARTICLE ONE
                               BASIC LEASE PROVISIONS

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<S>                           <C>                                               <C>
Date:                         February 8, 1999

Landlord:                     d/b/a Wilshire Square

Address of Landlord:          Wilshire Square
                              7912 East 31st Court, Suite 200
                              Tulsa, Oklahoma 74145-1346

Tenant:                       IDS Engineering, Inc.

Address of Tenant:            600 Century Drive, Building 140
                              Houston, Texas 77073

Address of Tenant
at Wilshire Square:           11 08 East 51st Street
                              Tulsa, Oklahoma 74146

Tenant's Trade Name:          IDS Engineering, Inc.,

Size of Leased Premises:      One Story Business Location containing
                              approximately 5,400 square feet
                              of ground area.                                   (Article 2)

Use of Premises by Tenant:    Engineering Office                                (Article 4)

Lease Term:                   24 Lease Months plus a Partial Lease
                              Month, if any prior to the first month.           (Article 3)

Commencement Date:            February 10, 1999                                 (Article 3)

Ending Date:                  February 28, 2001                                 (Article 3)

Rental:

1. Minimum Rental:            $ 72,184.82 for the term of the Lease 
                              payable in equal monthly installments of
                              $ 2,925.00 subject to adjustment with
                              the first month's installment due at the 
                              execution of the Lease.                           (Article 5)

2. Additional Rental:         $ 2,700.00 Common Area Fee for the first
                              year of the Lease payable in equal monthly
                              installments of $ 225.00 subject to
                              adjustment.                                       (Article 6)
                              
Security Deposit:             $ 2,925.00 due upon execution of Lease.

Guarantor:                    None

Broker:                       Tulsa Properties, Inc. - Matt Klimisch

Expiration of Offer Date:     February 28, 1999                                 (Article 26.1)
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1.1  Each reference in this Business Park Lease (herein sometimes called
     "Lease") to any of the Basic Lease Provisions contained about shall be
     deemed and construed to incorporate all of the terms provided under each
     such Basic Lease Provision.

1.2  The exhibits enumerated in this Section and attached to this Lease are
     incorporated in this Lease by reference and are to be construed as part of
     this Lease.

       Exhibit "N"      -       Plot Plan of the Business Park
       Exhibit "B"      -       Legal Description of the Business Park
       Exhibit "C"      -       Description of Landlord's Work
       Exhibit "D"      -       Changes, Alterations and Modifications
       Exhibit "E"      -       Signage Specifications
       Exhibit "F"      -       Rules and Regulations

                                    ARTICLE TWO
                         PREMISES, IMPROVEMENTS, POSSESION

2.1  The Leased Premises consist of a one-story space having square footage set
     out in Article One.  The Premises are shown and outlined in red on the
     drawing identified as Exhibit "A", which is attached hereto and made a part
     hereof.  The Premises are located within a portion of the Business Park
     buildings (the "Building") and upon a portion of certain real property (the
     "Property") situated in the City of Tulsa, Tulsa County, Oklahoma, which
     said real property is more particularly bounded and described in Exhibit
     "B", hereto annexed and made a part hereof.  Should there exist a
     discrepancy between the exact dimensions of the Premises, as set forth on
     Exhibit "A", and the locations of the boundary walls of the Premises, as
     finally constructed, the actual physical location of the boundary walls
     shall control.  In addition to the leased Premises, Tenant is hereby
     granted a license (the "License") for the non-exclusive use, in connection
     with the Tenant's permitted uses of the Premises, in common with Landlord
     and other licensees of Landlord, of the parking areas, roadways, service
     areas and sidewalks constructed on the Property as indicated approximately
     on said Exhibit "A".  Said License shall be limited to the use for which
     such areas are intended and shall be subject to such reasonable rules and
     regulations as the Landlord may prescribe, from time to time, for the
     common benefit of Landlord and its licensees and of Tenant and other
     tenants of the Property.

2.2  Landlord shall deliver possession of the Premises to Tenant, and Tenant
     shall accept the Premises from Landlord, in their present condition as of
     the date hereof; provided, however, prior to delivery of possession of the
     Premises to Tenant, Landlord shall have made such repairs and improvements
     and shall, at Landlord's sole cost and expense, have substantially
     performed such work and installation of improvements to the Premises as are
     set forth as "Landlord's Work" in Exhibit "C", annexed hereto and made a
     part hereof.  Any and all improvements to the Premises for the use of
     Tenant, other than Landlord's Work, shall be performed at Tenant's sole
     cost and expense, in accordance with Article Twenty-Two herein below
     contained.

2.3  In the event of any disagreement of dispute between Landlord and Tenant
     with reference to work to be performed with respect to the Premises
     pursuant to Exhibits "C" or "D", or with respect to whether or not the
     Premises are available for Tenant's modifications or Tenant's occupancy,
     the certification in writing upon an approved AIA form, of Landlord's
     supervising architect, Holmes and Bjornberg Architects, shall be conclusive
     and binding upon the parties hereto.

                                   ARTICLE THREE
                                TERM AND TERMINATION

3.1  Landlord does hereby lease, let and demise the Premises to Tenant for the
     term specified in Article One above.  Subject to the provisions hereof
     relating to making the Premises ready for occupancy, the Commencement Date
     and Ending Date shall be as specified in Article One.

3.2  Landlord agrees to exercise due diligence in making the Premises available
     for Tenant's use and occupancy and to deliver the Premises to Tenant not
     later than the Commencement Date specified in Article One above.  However,
     should Landlord be unable to complete said Premises by said date, which
     delay in completion is due to any occurrence or eventuality outside the
     direct control of Landlord, the date of delivery of the Premises to Tenant
     shall be extended until such time as Landlord is able to substantially
     complete the Premises and the Commencement Date and Ending Date of the term
     of this Lease shall be adjusted to take into account the delay in making
     the premises available for Tenant's use and occupancy.  Tenant agrees that
     no such delay shall be grounds for cancellation or alteration of the terms
     and conditions of this Lease unless such delay exceeds 45 days.  In the
     event of any delay in delivery of the Premises to Tenant, Landlord shall
     not be subject to any liability for failure to give possession after said
     date.  Tenant shall have thirty days after taking possession to notify
     Landlord of any deficiencies in the Premises.  Failure of 

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     Tenant to so notify Landlord shall be conclusive evidence that the 
     Premises were in good order and satisfactory condition when Tenant took 
     possession, unless otherwise agreed in writing.

3.3  This Lease and the tenancy herein created shall cease and terminate at the
     end of the lease term set forth above or at the end of any period of
     extension or renewal as provided by written extension agreement or as
     otherwise provided herein without the necessity of any notice from
     either Landlord or Tenant to terminate the same.  The Tenant hereby
     waives notice to vacate the Premises and agrees that Landlord shall be
     entitled to the benefit of all provisions of law respecting the
     summary recovery of possession of Premises from Tenant holding over
     without the consent of Landlord to the same extend as if a notice had
     been given.  In the event Tenant holds over and beyond the term of
     this Lease, for any reason, without the express written consent of
     Landlord, Tenant shall be deemed a "hold over tenant" in violation of
     the terms of this Lease, and shall be subject to all covenants and
     conditions of this Lease Agreement, except however, that the minimum
     monthly rental installment during each month, or fractional part
     thereof, of continued occupancy shall be two hundred percent (200%) of
     the amount payable by Tenant as total rental during the last one (1)
     month of the lease term.  If Tenant holds over and beyond the term of
     this Lease with the consent of Landlord, then, except as otherwise
     provided by written agreement, the tenancy of Tenant shall be a 
     month-to-month tenancy at will, subject to all covenants and conditions of
     this Lease Agreement including the monthly rental installment
     provisions which shall be applied on a month-to-month basis.  Thirty
     (30) days written notice (computed from the date of delivery of such
     notice) shall be required in order for either party to terminate the
     tenancy at will.

                                 ARTICLE FOUR
                             USE OF THE PREMISES

4.1  The Premises shall be used by the Tenant solely for the purpose provided
     for in Article One above, and for no other use or purpose without the prior
     written consent of Landlord.

4.2  Tenant further covenants and agrees that its use and occupancy of the
     Premises shall strictly comply with and not involve any violation of any
     federal, state or municipal statute, rule, ordinance or zoning law or any
     regulation, rule or directive of any governmental or regulatory agency as
     may now exist or may hereafter exist concerning the use, operation or
     safety of the Premises.  In addition, Tenant covenants and agrees to
     operate the Premises in conformance with the Rules and Regulations which
     are attached to this Agreement as Exhibit "F", and made a part hereof. 
     Tenant shall not use the Premises or the building in which the Premises are
     contained for any purpose that will increase the insurance rate or risk of
     the building above that which is customary and normal for the uses set
     forth above and, in such event, Landlord, as an additional remedy for the
     violation of this provision, may elect to recover, as "Additional Rental"
     (defined below), the total cost of such increase from Tenant, without
     contribution of other tenants of the Business Park.  (See Article 8.6.)

4.3  All damages to the Premises, the Common Areas or the building in which the
     Premises are contained, caused by Tenant's negligence, shall be repaired at
     Tenant's expense.  Tenant shall not commit waste or allow waste to be
     committed on the Premises or the Common Areas.  Tenant shall not perform
     any acts or carry on any practices which will constitute a nuisance or
     menace, or be offensive, to the other tenants or occupants or to the
     general public.  Tenant shall keep the Premises, its use of the Common
     Areas and all its improvements in sound condition, in good repair and safe
     for the incidental use of its business invitees.

4.4  Tenant shall not make or permit any noise or odor that is objectionable to
     the public, to other tenants of the Business Park or to Landlord to emanate
     from the Premises and shall not create or maintain a nuisance thereon. 
     Tenant shall not disturb, solicit or canvas the users of the Common Areas
     without the consent of Landlord and shall not do any act tending to injure
     the reputation of the Landlord or the Business Park.

4.5  Lessee shall not place or permit any radio antenna, loud speakers, sound
     amplifiers or any other thing or item on the exterior of the roof or
     outside of the building or the Premises.

4.6  Lessee shall not obstruct, encumber or use the parking areas, sidewalks,
     entrances, passages, vestibules, stairways, corridors and halls for any
     purpose other than ingress or egress to and from the Premises and for
     parking only in the delegated areas for such use.

                                    ARTICLE FIVE
                                       RENTAL

5.1  The total agreed rental (the "Rental") for the term of this Lease is the
     sum of: (i) the "Minimum Rental" (defined below) and (ii) the "Additional
     Rental" (defined below).

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5.2  (a)  The Minimum Rental for the lease term shall be in the amount provided
          in Article One.  In the event the first day of the lease term shall 
          not be the first day of a calendar month, then the rental for the 
          first month of the term shall be prorated on a daily basis.

     (b)  Tenant shall pay the Minimum Rental, in advance, in equal monthly
          installments as provided in Article One.

     (c)  An amount equal to the first installment of Minimum Rental payment
          shall be paid by Tenant upon the execution of this Lease.  Tenant will
          receive, on any prorated minimum rent due and for the first full
          month's minimum rent due a credit in an amount equal to this
          installment.  Any minimum rental for the first full month under this
          Lease for which minimum rental is payable, after the application of
          the above described credit, will be due on or before the first day of
          the month to which it is applicable. other installments of the minimum
          rental payment shall be due on or before the first day of the month to
          which it is applicable and the rental obligation of Tenant shall be
          deemed delinquent if any given monthly installment is not received by
          Landlord on or before the fifth day of the month in which it is due. 
          Any Additional Rental or Rental Adjustments which are not paid within
          five (5) days of when they are due shall be deemed delinquent.

          All rentals shall be paid by Tenant without any right of offset or
          deductions therefrom for any purpose.  All rent is, and shall be, 
          payable in legal tender at Landlord's address as set forth herein 
          for notice or at such other address as Tenant may be directed from 
          time to time by notice from Landlord.

(Items 5.2(d)  through 5.5 were stricken from the Lease Agreement at time of
execution.)

5.6  The term "Additional Rental" shall include any cost, charge or expense of
     any kind whatsoever which is or may become payable and due to Landlord by
     Tenant in accordance with the terms, covenants and conditions of this
     Lease, excluding Minimum Rental.  Additional Rental includes, but is not
     limited to, Tenant's Common Area Maintenance Fees (Article Six), Tenant's
     Proportionate Share of Excess Taxes (Article Seven) and Excess Premiums
     (Article Eight) and any and all Rental Taxes which are in existence or
     which may come into existence, and which are based upon or measured by the
     payment of Minimum Rental or items of Additional Rental other than said
     Rental Taxes.

5.7  Any installment of rent accruing under the provisions of this Lease that
     shall not be paid when due shall bear interest at the annual rate of three
     percent (3%) above the prime rate reported from time to time by the Wall
     Street Journal as the base rate on corporate loans at large U. S. Money
     Center commercial banks from the date when the same was payable by the
     terms hereof until the same shall be paid by Tenant. 

                                    ARTICLE SIX
                            COMMON AREA MAINTENANCE FEE

6.1  Tenant covenants and agrees to pay to the Landlord, in addition to the
     rentals specified in Article Five hereof, as Additional Rental, a Common
     Area Maintenance Fee payable in equal monthly installments as provided for
     in Article One.  Landlord shall have the responsibility of Business Park's
     Common Area (defined below) specifically including, without limitation
     gardening and landscaping, lighting, removal of Common Area trash, rubbish,
     garbage and other refuse, parking lot cleaning, snow removal, outside
     window cleaning (monthly), Common Area utilities and lawn maintenance.

     "Common Area" means all areas and space provided by Landlord for the common
     use and joint use of the occupants of the Business Park and/or their
     employees, agents, servants and customers and other invitees, including,
     without limitation, parking area, access roads, driveways, retaining walls,
     interior store boundary walls, exterior walls and trim (but not store
     fronts), exterior utilities and service lines, landscaped areas, truck
     service ways loading docks, stairs, ramps and sidewalks.

6.2  Within one hundred twenty days following the end of the year 1999 and each
     year thereafter Landlord shall furnish Tenant a statement covering the
     calendar year just ended, certified as correct by a certified public
     accountant or an authorized representative of Landlord and showing the
     total Business Park Common Area Maintenance Costs and the amount of
     Tenant's share for such costs.  If Tenant's share exceeds the Common Area
     Fee provided for in Article One, then Tenant's Common Area Fee will be
     increased to reflect the increase in the Common Area Maintenance Cost and
     will be payable as Additional Rental pursuant to Section 6.1 above.

6.3  Common Area Maintenance Fees will not escalate more than 5% of base rate
     for the term of the lease.
     
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                                   ARTICLE SEVEN
                                       TAXES

7.1  Landlord agrees to pay all taxes, assessments and governmental charges of
     any kind and nature whatsoever (hereinafter collectively referred to as
     "Taxes") lawfully levied or assessed against the Business Park, including
     the buildings and the grounds, parking areas, driveways and alleys around
     the buildings, provided, however, that the maximum in taxes attributable to
     the Business Park to be paid by Landlord during any one real estate tax
     year shall be those taxes levied against the Business Park during the year
     1999.  If in any real estate tax year during the term of this Lease, or any
     renewal or extension of this lease, the taxes levied against the buildings
     and the grounds, parking areas, driveways and alleys around the buildings
     during such tax year shall exceed the amount levied during the year 1999. 
     Tenant shall pay to Landlord as additional rental, Tenant's proportionate
     share of the amount of such excess ("Excess Taxes").  Tenant's
     proportionate share, as used herein, shall mean a fraction, the numerator
     of which is the floor area contained in the Premises as provided in Article
     One above and the denominator of which is the total contracted floor area
     in the Business Park.

7.2  At Tenant's request Landlord shall employ a tax consulting firm to attempt
     to assure a fair tax burden on the buildings and grounds within the
     applicable taxing jurisdiction.  Tenant shall pay to Landlord upon demand
     from time to time, as additional rent, the amount of Tenant's proportionate
     share of the cost of such service.

7.3  Any payment to be made pursuant to this Article Seven with respect to the
     real estate tax year in any partial lease year shall be prorated.

                                   ARTICLE EIGHT
                                     INSURANCE

8.1  The Landlord agrees that it will keep the buildings in the Business Park of
     which the Premises is a part (excluding Tenant's improvements and the
     contents of the Premises) insured by standard form fire and extended
     coverage casualty insurance in an amount not less than eighty percent (80%)
     of the original cost thereof (excluding excavations, footings and
     foundations).

8.2  The Landlord agrees to maintain public liability insurance covering the
     Business Park of which the Premises is a part, it being understood that
     such coverage may not insure against the negligence of the Tenant.

8.3  Tenant will keep in force, at its own expense so long as this Lease remains
     in effect or during such other time as the Tenant occupies the leased
     Premises or any part thereof, public liability insurance with respect to
     the leased Premises with minimum limits of One Million Dollars
     ($1,000,000.00) on account of bodily injury or death of one person, and One
     Million Dollars ($1,000,000.00) on account of bodily injuries or death of
     more than one person as a result of any one accident or disaster; and
     property damage insurance at the minimum limits of 2,000,000.  Tenant shall
     cause Landlord to be named as an additional insured party thereon. 
     Insurance coverage, as provided, shall be issued by insurance companies
     licensed to do business in the State of Oklahoma with a Best's rating of
     "A" or better.  Tenant shall deliver to the Landlord a certificate or
     certificates of insurance of all such insurance coverage, a copy of all
     such insurance policies and proof of payment of annual premiums.

8.4  Landlord shall insure at its sole cost and expense any and all plate and
     other glass damaged or broken from any cause whatsoever in and about the
     Premises.

8.5  Tenant agrees that it will not keep, use, sell or offer for sale in or upon
     the Leased Premises any article which may be prohibited by the standard
     from of fire insurance policy.  Tenant agrees to pay any increases in
     premiums for fire and extended coverage insurance that may be charged
     during the Lease Term on the amount of such insurance which may be carried
     by Landlord on the Premises or the Business Park, resulting from the type
     of materials kept or stored by Tenant in the Premises, whether or not
     Landlord has consented to the same.  In determining whether increased
     premiums are the result of Tenant's use of the Premises, a schedule, issued
     by the organization making the insurance rate on the Premises, showing the
     various components of such rate, shall be conclusive evidence of the
     several items and charges which make up the fire insurance rate on the
     Premises. 

8.6  In the event Tenant's occupancy causes any increase of premium for the fire
     and/or casualty rates on the Premises or Business Park or any part thereof
     above the rate for the least hazardous type of occupancy legally permitted
     in the Premises, the Tenant shall pay the additional premium on the fire,
     and/or casualty insurance policies by reason thereof.  The Tenant also
     shall pay, in such event, any additional premium on the rent insurance
     policy that may be carried by the Landlord for its 

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     protection against rent loss through fire.  Bills for such additional 
     premiums shall be rendered by Landlord to Tenant at such times as 
     Landlord may elect, and shall be due from, and payable by, Tenant 
     when rendered, and the amount thereof shall be deemed to be, and be paid 
     as, additional rent.

8.7  If during the year 1999, or during any subsequent year of the primary term
     or any renewal or extension, Landlord's cost of maintaining the insurance
     provided for in this Article shall exceed Landlord's cost of maintaining
     such insurance for the year 1999.  Tenant agrees to pay to Landlord, as
     additional rental, Tenant's full Proportionate Share, as defined in
     Paragraph 7.1 above, of such excess ("Excess Premiums"). 

8.8  Any payment to be made pursuant to this paragraph with respect to a partial
     lease year shall be subject to a pro rata adjustment based on the ratio of
     the partial lease year to a full lease year.

                                    ARTICLE NINE
                                      DEFAULT

9.1  In the event of a default, as herein described, on the part of the Tenant,
     Landlord shall have the following remedies which shall be cumulative and
     shall not exclude any other right or remedy given to Landlord as Landlord
     under the laws of the State of Oklahoma.

9.2  If Tenant shall file a petition in voluntary bankruptcy or be adjudged
     bankrupt in involuntary proceedings or make all assignment for benefit of
     creditors or like arrangements or composition or file a petition in the
     federal court for reorganization or otherwise seek relief under the Code of
     Bankruptcy of the United States of America or files for the appointment of
     a receiver or trustee or discontinues business in the Premises for any
     reason whatsoever, except as otherwise permitted by this Lease, such is to
     be considered a default under this Lease and Landlord, without further
     notice or demand and either with or without entry upon Premises, at its
     discretion at anytime thereafter, may elect to terminate Tenant's rights
     under this Lease and thereafter be entitled to recover damages in the
     amount equal to the then present value of the then remaining and unpaid
     portion of the Minimum Rental for the remaining and unexpired portion of
     the term of this Lease.  Said present value shall be calculated using a
     discount factor equal to the then cost of funds published by the Eleventh
     District Federal Home Loan Bank; and/or

9.3  Upon the following events of default by Tenant:

     (a)  The payment of any Rental not being made upon the day the same shall
          become due and same remains unpaid for five (5) days after written
          notice from Landlord to Tenant of such nonpayment of Rental.

     (b)  The neglect, failure or refusal by the Tenant in the performance of
          any of the other terms, conditions or covenants of this Lease by said
          Tenant to be performed, and the continued neglect, failure or refusal
          for a period of ten (10) days after the service of written notice of
          such default by the Landlord on Tenant; then the Landlord may enter
          into and upon the Premises or any part thereof and repossess the same
          with or without terminating this Lease and, without prejudice to any
          of its remedies for rent or breach of covenant and in any such event,
          may, at its option:  (i) terminate said Lease by giving written notice
          of its election to so do, or may, at its option, (ii) lease the
          Premises or any part thereof as the agent of the Tenant, or otherwise,
          or may, at its option, (iii) accelerate to the entire remaining unpaid
          balance of Minimum Rental, in which event the then present value of
          the entire unpaid balance of Minimum Rental shall be immediately due
          and payable as similarly provided in Article 10.2 below.  In the event
          of any such re-letting, as described in (ii) above, the Tenant shall,
          without demand or further process of law, pay to Landlord at the end
          of each month during the full term of this Lease, the deficiency of
          the net Minimum Rental.

9.4  Landlord shall, in addition thereto, have a lien against all merchandise,
     fixtures, furniture, equipment or other personal property located in the
     Premises for the payment of rents or other amounts due hereunder.

9.5  In the event of breach or Rental default as provided herein, Landlord shall
     be entitled to common law and statutory (Oklahoma) remedy of distraint and
     Landlord shall be entitled to the immediate possession of the Premises and
     may sell and dispose of the leasehold, as well as the property of the said
     Tenant, at public auction.  Tenant hereby acknowledges that this is a lease
     for business purposes only and does, by these presents, waive any rights
     granted to Tenant pursuant to any statutes of the State of Oklahoma. 
     Tenant shall be liable to Landlord for all sums remaining unpaid in the
     event of such a sale and all of the expenses incident to the collection
     thereof, including reasonable attorney's fees.

<PAGE>

                                    ARTICLE TEN
                               FIRE OR OTHER CASUALTY

10.1 If the Premises (excluding Tenant improvements or contents of the Premises)
     shall be damaged by fire or other risk covered by standard form fire and
     extended coverage casualty insurance and is not thereby rendered
     untenantable, in whole or in part, Landlord shall promptly, upon receipt of
     insurance proceeds, cause such damage to be repaired and the rent shall not
     be abated; if, by reason of such occurrence, the Premises shall be rendered
     untenantable only in part, the Landlord shall promptly, upon receipt of
     insurance proceeds, cause the damage to be repaired and the minimum rent,
     meanwhile, shall be abated proportionately as to the portion of the
     Premises rendered untenantable; if, by reason of such occurrence, the
     Premises should be rendered wholly untenantable, the Landlord shall
     promptly, upon receipt of insurance proceeds, cause such damage to be
     repaired, and the minimum annual rent, meanwhile, shall be abated in whole;
     provided, however, if the leased Premises shall be damaged, whether or not
     from a risk of the type covered by Landlord's fire and extended coverage
     casualty insurance, to the extent that such damage is fifty percent (50%)
     or more of the then replacement cost of the leased Premises, then, in such
     event, the Landlord shall have the right, at Landlord's option, to declare
     this Lease canceled by giving appropriate written notice to the Tenant
     within thirty  (30) days first following said occurrence, whereupon this
     Lease Agreement and tenancy hereby created shall cease as of the date of
     damage occurrence, all rentals to be adjusted as of such date.  The
     obligation of Landlord, where such obligation exists under the foregoing
     sentence, to repair damages shall be limited to repair and restoration of
     the damaged portion of the Premises to substantially the condition of the
     Premises as existed upon delivery of possession of the Premises to Tenant
     at the commencement of the term of this Lease, is modified by ordinary wear
     and tear preceding such damage.  If the Premises shall be damaged, whether,
     or nt from a risk of the type covered by Landlord's fire and extended
     coverage insurance, provided such damage was not caused by the negligent or
     willful acts of the Tenant, and is thereby rendered untenantable, wholly or
     in part, following which the Landlord is unable to repair the Premises
     within 120 days after receipt by the Landlord of the insurance proceeds,
     then, in such event, the Tenant shall have the right, at Tenant's option,
     to declare this Lease canceled by giving appropriate written notice to the
     Landlord within ten (10) days first following said 120 day period,
     following which this Lease Agreement and tenancy hereby created shall cease
     as of the date of such notice. 

10.2 It is further understood and agreed that, if fifty percent (50%) or more of
     the gross floor area of the building of the Business Park wherein the
     Premises are located (whether or not the Premises are damaged) are rendered
     untenantable by fire or other casualty, following which the Landlord does
     not elect to commence restoration of said damages within sixty  (60) days
     after such occurrence of damages, then, in such event, the Landlord shall
     have the option right to declare this Lease canceled by giving appropriate
     written notice, within thirty (30) days first following said sixty (60) day
     period, following which this Lease Agreement and tenancy hereby created
     shall cease as of the last day of the next full calendar month first
     following the date of such termination notice. 

                                   ARTICLE ELEVEN
                              REPAIRS AND MAINTENANCE

11.1 Landlord will keep the exterior, including the roof and structural portions
     of the Premises, except doors in good repair; provided, however, Landlord
     shall not be responsible for the repair of any damage that shall be caused
     by the negligence of the Tenant or its agents, servants, employees,
     assignees, sublessees, contractors, customers, or invitees.  The Landlord
     agrees to keep in good repair and to maintain, to the extent reasonably
     necessary and consistent with good business practices, the Common Area of
     the Business Park, to keep the same reasonably free from debris and to
     illuminate such areas adequately.  Landlord shall be under no other
     liability for repair, maintenance, alteration or other action with
     reference to the Premises or any part thereof, or any plumbing, heating,
     electrical, air conditioning or other mechanical installation therein,
     except as otherwise provided by Article Eleven of this Lease Agreement
     relating to repair of damage from a casualty.  Landlord shall be
     responsible for all repair in excess of $250.00 per occurrence.
     
11.2 Landlord agrees to provide and maintain the necessary mains, feeders, ducts
     and conduits within the Business Park in order to bring gas and electricity
     up to the boundary of the Premises; it being understood that all means of
     distribution of such services within the Premises shall be maintained by
     the Tenant at the Tenant's expense. 

11.3 Tenant hereby agrees to keep the interior of the Premises, including any
     doors, together with all lighting, electrical, plumbing, heat, ventilating
     and air conditioning systems and other mechanical installations therein, in
     good order and repair and will make all replacements thereto at its own
     expense.  Tenant will surrender the leased Premises at the expiration of
     the term or at such other 

<PAGE>

     time as it may vacate the Premises in as good a condition as when received,
     excepting depreciation caused by ordinary wear and tear and damage by 
     other causes not required hereunder to be repaired by Tenant.
     
11.4 Landlord agrees that on all new interior construction, the normal
     contractor and equipment warranties will inure to the benefit of Tenant.
     
                                   ARTICLE TWELVE
                                     UTILITIES
                                            
12.1 All utility services except for water and sewage services, used by the
     Tenant in connection with the occupancy of the Premises, shall be paid by 
     Tenant directly to the provider of such services, and the Tenant shall 
     keep all bills for such services current as they come due.  Tenant hereby 
     indemnities and agrees to save Landlord harmless from all such liability 
     for said services.  In the event Tenant fails to pay for any such services 
     as and when they come due, Landlord may elect to pay same and charge 
     Tenant, as Additional Rental, the amounts paid. It is understood that 
     utility services, excluding water and sewage, have been designed for 
     separate metering and that Tenant will provide such deposits, if any, 
     as may be required by any utility company in order to cause commencement 
     of utility services to the Premises occupied by Tenant. Water and sewage 
     services for the Premises shall be provided through a Landlord's common 
     use meter at Landlord's expense.  In no event shall Landlord be liable 
     for an interruption or failure in the supply of water and sewage services 
     to the Premises.  Water and sewage service shall be paid for by Landlord.  
     Tenant will be billed periodically for its pro rata share of these charges
     as Additional Rental.

                                  ARTICLE THIRTEEN
                               SIGNS AND ADVERTISING

13.1 Tenant will not place or suffer to be placed or maintained on the exterior
     of the Premises any sign, advertising matter or other thing of any kind,
     and will not place or maintain any decoration, lettering or advertising
     matter on the door or any glass of the Premises without first obtaining the
     Landlord's written approval thereof.  The cost of all signage of any kind
     whatsoever shall be borne by Tenant, unless otherwise provided herein. 
     Upon the installation or removal of any signs or advertising matter, Tenant
     shall, at its sole expense, repair any damages to the Building or to the
     Common Usage Areas occasioned by such installation or removal, including
     restorations occasioned thereby.  Any sign or advertising matter placed or
     maintained by Tenant will be in conformance with the provisions of Exhibit
     "E" attached hereto and made a part hereof.
     
13.2 The Landlord reserves the right to place any sign or advertisement on the
     Building or the Common Usage Areas as it desires and to place restrictions
     on the sources furnishing sign painting, lettering or construction, and on
     the appearance of such signage.
     
                                  ARTICLE FOURTEEN
                             ASSIGNMENTS OR SUBLETTING
     
14.1 Tenant will not assign this Lease, in whole or in part, nor sublet all or
     any part of the Premises without the prior written consent of the Landlord
     being first obtained, which consent shall not be unreasonably withheld. 
     Any such assignment or subletting shall not affect or relieve the Tenant
     from any of its obligations under this Lease, including, without
     limitation, the obligations to pay the Rentals when due and the obligations
     of Tenant to perform all of its covenants hereunder.  The terms "assign"
     and "sublet" shall be construed to include assignment or subletting by
     operation of law.
     
14.2 If at any time during the Lease Term, any part, or all, of the corporate
     shares of Tenant shall be transferred by sale, assignment, bequest,
     inheritance, operation of law or other disposition so as to result in a
     change in the present effective voting control of Tenant by the person, or
     persons, owning a majority of said corporate shares on the date of this
     Lease, Tenant shall promptly notify Landlord in writing of such change and
     Landlord may terminate this Lease at any time after such change in control
     by giving Tenant thirty (30) days' prior written notice of such
     termination.
     
                                  ARTICLE FIFTEEN
                                   PARKING AREAS
     
15.1 Landlord reserves the right to designate in its sole discretion, certain
     portions of the Common Area to be used as parking areas for the exclusive
     use of certain tenants and/or their business invitees and to designate
     other portions of the Common Area to be used as parking areas for the
     general use of all the tenants of the Business Park and their business
     invitees.
          
<PAGE>

                                  ARTICLE SIXTEEN
                                     INSPECTION
                                          
16.1 Landlord or Landlord's agents shall have the right to enter the Premises
     during normal business hours to examine the same and to show them to 
     prospective purchasers, mortgagees or tenants of the Landlord or to make
     such decorations, repairs, alterations, improvements or additions as the 
     Landlord may deem necessary or desirable. 
                                            
16.2 In the event of an emergency, Landlord or Landlord's agent may enter the
     Premises using whatever means is reasonable under the circumstances to
     accomplish such entry.
                                            
16.3 Tenant shall, upon termination of the Lease or of Tenant's possession,
     surrender all keys of the Premises to Landlord at the place then fixed 
     for the payment of rent and shall make known to Landlord the explanation 
     of all combination locks on safes, cabinets and vaults in the Premises.
                                            
                                 ARTICLE SEVENTEEN
                             SUBORDINATION TO MORTGAGE

17.1 At the option of the holder of any present or future mortgage of the land
     and buildings of which the Premises are a part, this Lease shall be subject
     and subordinate to such mortgage to the full extent of all sums and amounts
     secured thereby and, at the request of Landlord or Landford's mortgagee,
     without any way diminishing or negating the effectiveness of the
     subordination provided for herein, Tenant shall execute any instruments or
     documents that may be deemed necessary or proper by counsel for Landlord or
     Landlord's mortgagee to effect such subordination; provided, however, that,
     at such time as any subordination is requested, Landlord shall furnish
     Tenant evidence that Tenant shall have the right to remain in possession of
     the Premises under the terms of this Lease, notwithstanding any default in
     such mortgage or trust deed or after foreclosure thereof, so long as Tenant
     is not in default under any of the covenants, conditions and agreements
     contained in this Lease.  In the event any proceedings are brought for the
     foreclosure of any mortgage on property on which the Premises is located,
     Tenant will attorn to the purchase at a foreclosure sale and recognize the
     purchaser as Landlord under the Lease.

17.2 At Landlord's request, Tenant will execute either an estoppel certificate
     addressed to Landlord's mortgagee or any prospective successor of Landlord
     or a three-party agreement among Landlord, Tenant and said mortgagee or
     successor, certifying to such facts (if true) regarding the status and
     terms of this Lease as may be requested and agreeing to such notice
     provisions and other matters as such mortgagee or successor may reasonably
     require in connection with Landlord's financing or the conveyance of the
     Building.

                                  ARTICLE EIGHTEEN
                           WARRANTY, COMPLIANCE WITH LAWS

18.1 The Landlord covenants and warrants that it has full right, power and
     authority to enter into this Lease for the term herein granted and that, as
     of the date hereof, the said Premises may be used by Tenant for the
     purposes herein set forth.  The Tenant agrees, during its occupancy of the
     Premises, to promptly execute, observe and comply with all present and
     future laws, ordinances, rules, requirements and regulations of any
     federal, state, county, city or any other governmental agency and of any or
     all of their respective several departments, offices and bureaus affecting
     the Premises.

                                  ARTICLE NINETEEN
                                      NOTICES

19.1 For all purposes hereunder, the addresses of the parties hereto are as
     follows:

              Landlord:       Wilshire Square
                              c/o Tulsa Properties Management, Inc.
                              7912 East 31st Court, Suite 200
                              Tulsa, Oklahoma 74145-1346

               Tenant:        At address shown in Article One.

19.2 The parties hereto shall have the right, from time to time, to designate
     different addresses than those above set forth by giving written notice to
     the other party designating such new address.

19.3 Any notice to be given by either party to the other shall be in writing and
     shall be deemed to have been served upon the party to whom it shall be
     directed: (i) as of the date of deposit in the United States mail, postage
     prepaid, certified or registered mail, addressed to such party at the
     address above given, or at such other address as such party may, from time
     to time, designate in accordance 

<PAGE>

     with the provisions hereof or (ii) as of the date of hand delivery to the 
     Landlord or Tenant as the case may be.

                                 ARTICLE TWENTY
                              PREMISES ALTERATIONS

20.1 The Tenant shall have the right, at any time and from time to time during
     the term of this Lease, to make such changes and alterations to the
     interior of the Premises as the Tenant shall deem necessary or desirable in
     connection with the requirements of the Tenant's business; provided,
     however:

       (a)  no change or alteration shall weaken, either temporarily or
       permanently, the structure of the Premises nor, when completed, 
       shall be of such a character as to:

            (1) affect adversely the value of the Premises;
          
            (2) materially reduce the cubic content of said Premises; or
          
            (3) diminish the general utility of the Premises; and

       (b)   no change or alteration involving a reasonably estimated (by the
       Landlord) cost of more than Five Thousand Dollars ($5,000.00) (excluding
       trade fixtures) shall be undertaken except pursuant to the provisions
       contained in Exhibit "D" attached hereto.

     Tenant shall not make any changes or alterations to the exterior of the
     Premises and shall not make any penetrations in the roof or demising walls
     of the Premises, regardless of the estimated cost thereof, without the
     prior written consent of Landlord in each, such occasion obtained.

20.2 All alterations and improvements of said Premises by Tenant shall be and
     become a part of the real estate, except such machinery, equipment,
     appurtenances, furnishings and fixtures placed therein by Tenant as trade
     equipment and fixtures.


                                 ARTICLE TWENTY-ONE
                                  INDEMNIFICATION

21.1 Except as to injury, death or property damage proximately caused by the
     negligence of Landlord for which Landlord is legally liable, Tenant agrees
     to indemnify and hold Landlord harmless from all claims, suits, actions,
     damages, liability and claims (including costs and expenses of defending
     against all of the aforesaid) arising (or alleged to arise) from any act or
     omission of Tenant or Tenant's agents, employees, assignees, sublessees,
     contractors, customers or invitees, or arising from any injury to or death
     of any person or persons or damage to or destruction of the property of any
     person or persons occurring at the Premises, and Common Areas attendant
     thereto, and Tenant assumes responsibility for the condition of the
     Premises and agrees to give Landlord written notice in the event of any
     damage, defect or disrepair therein.

21.2 Tenant agrees to use and occupy the Premises and place its fixtures,
     equipment, merchandise and other property thereon at its own risk and
     hereby releases Landlord and its agents from all claims for any damage or
     injury to the full extent permitted by law. Tenant agrees that Landlord
     shall not be responsible or liable to Tenant, or those claiming under
     Tenant, for any injury, death or damage or loss occasioned by the acts or
     omissions of persons occupying any part of the Premises or, occasioned by
     the condition of the Premises, the upkeep for which Tenant is responsible
     under the terms of this Lease.

                                 ARTICLE TWENTY-TWO
                                  SECURITY DEPOSIT

22.1 Tenant, contemporaneously with the execution of this Lease, will deposit
     with Landlord a security deposit in the sum provided for in Article One,
     receipt of which is hereby acknowledged by Landlord.  Said deposit shall be
     held by Landlord, without liability for interest, as security for the
     faithful performance by Tenant of all of the terms, covenants, and
     conditions of this Lease by said Tenant to be kept and performed during the
     Lease Term.  At the end of the Lease Term or upon any earlier termination
     of the lease, Landlord shall return the deposit to Tenant, less any portion
     thereof needed to compensate Landlord for damages other than those caused
     by normal wear and tear.
     
<PAGE>

                                ARTICLE TWENTY-THREE
                                    CONDEMNATION

23.1 Should so much of the Premises be condemned for public or quasi-public use
     so as to render the Premises untenantable for Tenant's use under this
     Lease, then either Landlord or Tenant, upon written notice to the other
     within 20 days of the taking date, shall be entitled to terminate this
     Lease and upon such termination, the rent shall be adjusted to the date of
     termination.

23.2 The Tenant shall have no claim against the Landlord for the value of any
     unexpired term of the Lease and no right or claim to any part of any
     condemnation award for any reason related to the Premises or this Lease,
     except that the Tenant shall be entitled in any such condemnation
     proceeding to prove and collect damages, if any, for the taking of its
     trade fixtures that are not part of the realty.  The provisions of the
     foregoing paragraphs shall apply whether or not the Lease is terminated as
     aforesaid.

                              ARTICLE IWENTY-FOUR
                            MISCELLANEOUS PROVISIONS

24.1 OFFER AND ACCEPTANCE.  The submission of this "Lease Agreement" for
     examination does not constitute agreement between the parties hereto.  
     This document becomes effective only upon execution and delivery thereof by
     Landlord and Tenant on or before the Expiration of Offer Date provided for
     in Article One, failing which no reservation or option shall later exist to
     complete this "Lease Agreement".

24.2 RENT TAX.  If, at any time during the term of this Lease or any extension
     thereof, a tax or excise on rents is levied or assessed against Landlord by
     a lawful taxing authority on account of Landlord's interest in this Lease
     or the rents or other charges reserved hereunder, Tenant agrees to pay to
     Landlord, upon demand, as Additional Rent under Article 5.4 hereof, the
     amount of such tax or excise.  In the event any such tax or excise is
     levied or assessed directly against Tenant, the Tenant shall be responsible
     for and shall pay the same at such times and in such manner as the taxing
     authority shall require.

24.3 RECORDING.  Tenant shall not record this Lease without the prior written
     consent of the Landlord.  However, Tenant and Landlord, upon the request of
     either, agree to execute and deliver a memorandum of this Lease in
     recordable form for the purposes of recordation at Tenant's expense.

24.4 TIME. Time is of the essence of this Lease.

24.5 ENTIRE AGREEMENT.  This instrument (including all attachments hereto)
     constitutes the entire agreement between Landlord and Tenant and the same
     may not be amended or modified orally.

24.6 SUCCESSORS.  This Lease shall inure to the benefit of and be binding upon
     Landlord and Tenant, their successors and assigns (or heirs, executors and
     administrators, as the case may be) subject to the terms, covenants and
     conditions stated. In the event of the assignment of this Lease by
     Landlord, Tenant agrees to attorn to the rights of the assignee.

24.7 CONSTRUCTION OF LEASE

     (a)  The term "Landlord", as herein used, means and includes the named
     Landlord, its successors and assigns, and the term "Tenant," as herein
     used, means and includes the named Tenant, its successors and any assignees
     to whom this Lease may be validly assigned as hereinabove provided, and all
     of the terms and provisions of this Lease shall be binding on and inure to
     the benefit of such successors and assigns.

    (b)   This Lease shall be governed by and enforced in accordance with the
    laws of the State of Oklahoma.

<PAGE>

    IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed on the day and year first above written.

                         
                         LANDLORD

                         D/B/A WILSHIRE SQUARE, BY ITS AGENT,
                         TULSA PROPERTIES MANAGEMENT, INC.

                         By: /s/ Lori Bryant Donovan
                             -----------------------------------
                             Lori Bryant Donovan, President

                         TENANT

                         IDS ENGINEERING, INC.

                         By: /s/ William A. Coskey
                             ---------------------
                         Name: William A. Coskey
                         
                         Title:    President
ATTEST:

/s/ Hulda L. Coskey
-------------------
Secretary


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