INDUSTRIAL BUILDING LEASE








            LANDLORD:               THE ALLEN GROUP INC.




            TENANT:                 LUCAS HARTRIDGE, INC.




            LEASED PREMISES:        12841 Stark Road
                                    Livonia, Michigan


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                                TABLE OF CONTENTS

Section                                                                Page
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1.  GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS. . . . . . . .  1 
    1.0   Grant. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
    1.1   Term . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
    1.2   Termination. . . . . . . . . . . . . . . . . . . . . . . . .  1
    1.3   Basic Rent . . . . . . . . . . . . . . . . . . . . . . . . .  1

2.  POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

3.  PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

4.  RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     4.0  Monthly Rent . . . . . . . . . . . . . . . . . . . . . . . .  2
     4.1  Interest on Late Payments. . . . . . . . . . . . . . . . . .  2

5.  IMPOSITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     5.0  Payment by Tenant. . . . . . . . . . . . . . . . . . . . . .  2
     5.1  Alternative Taxes. . . . . . . . . . . . . . . . . . . . . .  2
     5.2  Evidence of Payment. . . . . . . . . . . . . . . . . . . . .  3
     5.3  Right to Contest . . . . . . . . . . . . . . . . . . . . . .  3

6.  INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
     6.0  Kinds and Amounts. . . . . . . . . . . . . . . . . . . . . .  3
     6.1  Form of Insurance. . . . . . . . . . . . . . . . . . . . . .  4
     6.2  Fire Protection. . . . . . . . . . . . . . . . . . . . . . .  4
     6.3  Mutual Waiver of Subrogation Rights. . . . . . . . . . . . .  4

7.  DAMAGE OR DESTRUCTION. . . . . . . . . . . . . . . . . . . . . . .  4
     7.0  Obligation to Rebuild. . . . . . . . . . . . . . . . . . . .  5
     7.1  Preconditions to Rebuilding. . . . . . . . . . . . . . . . .  5
     7.2  Payment for Rebuilding . . . . . . . . . . . . . . . . . . .  5
     7.3  Excess Receipts by Landlord. . . . . . . . . . . . . . . . .  5
     7.4  Failure to Rebuild . . . . . . . . . . . . . . . . . . . . .  5

8.  CONDEMNATION . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
     8.0  Taking of Whole. . . . . . . . . . . . . . . . . . . . . . .  6
     8.1  Partial Taking . . . . . . . . . . . . . . . . . . . . . . .  6

9.  MAINTENANCE 6 AND ALTERATIONS. . . . . . . . . . . . . . . . . . .  6   
     9.0  Maintenance. . . . . . . . . . . . . . . . . . . . . . . . .  6
     9.1  Alterations. . . . . . . . . . . . . . . . . . . . . . . . .  7

10. ASSIGNMENT AND SUBLETTING. . . . . . . . . . . . . . . . . . . . .  7

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Section                                                                Page
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11. LIENS AND ENCUMBRANCES . . . . . . . . . . . . . . . . . . . . . .  8 
     11.0 Encumbering Title. . . . . . . . . . . . . . . . . . . . . .  8
     11.1 Liens and Right to Contest . . . . . . . . . . . . . . . . .  8

12. UTILITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

13. INDEMNITY AND WAIVER . . . . . . . . . . . . . . . . . . . . . . .  8
     13.0 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . .  8
     13.1 Waiver of Certain Claims . . . . . . . . . . . . . . . . . .  9
     13.2 Environmental Matters. . . . . . . . . . . . . . . . . . . .  9

14. RIGHTS RESERVED TO LANDLORD. . . . . . . . . . . . . . . . . . . .  9

15. QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . .  10

16. SUBORDINATION OR SUPERIORITY . . . . . . . . . . . . . . . . . . .  10   
                                                              
17. SURRENDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10   
     17.0 Surrender. . . . . . . . . . . . . . . . . . . . . . . . . .  10
     17.1 Removal of Tenant's Property . . . . . . . . . . . . . . . .  11
     17.2 Holding Over . . . . . . . . . . . . . . . . . . . . . . . .  11

18. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     18.0 Defaults . . . . . . . . . . . . . . . . . . . . . . . . . .  12
     18.1 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . .  13
     18.2 Remedies Cumulative. . . . . . . . . . . . . . . . . . . . .  14
     18.3 No Waiver. . . . . . . . . . . . . . . . . . . . . . . . . .  14

19. OPTION TO PURCHASE . . . . . . . . . . . . . . . . . . . . . . . .  14   
     19.0 Option to Purchase . . . . . . . . . . . . . . . . . . . . .  14
     19.1 Terms of Purchase. . . . . . . . . . . . . . . . . . . . . .  14

20. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     20.0 Estoppel Certificates. . . . . . . . . . . . . . . . . . . .  15
     20.1 Landlord's Right to Cure . . . . . . . . . . . . . . . . . .  15
     20.2 Amendments Must Be in Writing. . . . . . . . . . . . . . . .  15
     20.3 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . .  15
     20.4 Relationship of Parties. . . . . . . . . . . . . . . . . . .  16
     20.5 Captions . . . . . . . . . . . . . . . . . . . . . . . . . .  16
     20.6 Severability . . . . . . . . . . . . . . . . . . . . . . . .  16
     20.7 Law Applicable . . . . . . . . . . . . . . . . . . . . . . .  16
     20.8 Covenants Binding on Successors. . . . . . . . . . . . . . .  16
     20.9 Landlord Means Owners. . . . . . . . . . . . . . . . . . . .  16


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                            INDUSTRIAL BUILDING LEASE

      THIS LEASE is made this _____ day of July,  1991, by and between THE ALLEN
GROUP INC., a Delaware corporation  ("Landlord"),  and LUCAS HARTRIDGE,  INC., a
Virginia  corporation  ("Tenant"),  who hereby  mutually  covenant  and agree as
follows:


            1. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS

      1.0  Grant.  Landlord  hereby  leases to Tenant,  and Tenant hereby leases
from  Landlord,  the real estate  commonly  known as 12841 Stark Road,  Livonia,
Michigan and legally  described on Exhibit "A"' attached  hereto and made a part
hereof,  together  with all  improvements  now located  thereon or to be located
thereon during the term of this Lease (the "Leased Premises").

      1.1  Term.  The  initial  term of this Lease  shall  commence  on the date
hereof (hereinafter sometimes referred to as "Commencement Date"), and shall end
on July 31, 1993,  and shall  thereafter be renewed  automatically  from year to
year unless terminated as herein set forth.

      1.2  Termination.  Landlord  and  Tenant  shall  each  have  the  right to
terminate this Lease as of July 31, 1993 or at any time  thereafter by giving at
least six months' prior written  notice  thereof to the other party (which shall
be delivered in the manner set forth in Section 20.3 hereof), in which event the
term of this Lease  shall be deemed to have  expired on the  effective  date set
forth in said notice.

      1.3  Basic Rent. The basic rent for the period from the Commencement  Date
through  July 31, 1992 shall be $20,203 per month.  The basic  monthly  rent for
each  twelve-month  period  shall  be  adjusted  as of  August  1 of each  year,
commencing  August  1,  1992,  to an amount  equal to (a) the sum of (i)  simple
interest on the principal amount of $2,064,000 at the Prime Rate (as hereinafter
defined) which was in effect on the last business day of July of such year, plus
(ii) $67,000,  (b) divided by twelve. As used herein,  "Prime Rate" means a rate
per annum equal to the rate of interest  announced  by Harris  Trust and Savings
Bank or its successors as its prime (or equivalent) rate of interest.


                                  2. POSSESSION

      Landlord shall deliver, and Tenant shall accept,  possession of the Leased
Premises on the Commencement Date in their condition as of the date hereof.


                                   3. PURPOSE

      The Leased  Premises may be used and occupied for any lawful purpose other
than a use which would render the insurance on the Leased Premises void.


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                                     4. RENT

      4.0  Monthly Rent.  Beginning with the Commencement Date, Tenant shall pay
Monthly Rent as set forth in Section 1.3 hereof  payable in advance on the first
day of each month as set forth in said  Section,  except that the first  month's
rent shall be for the Period from the Commencement Date through August 31, 1991.
If the term of this  Lease  shall  expire on a day other  than the last day of a
calendar month,  Monthly Rent shall be prorated for the portion of such month in
which  the term  falls.  Monthly  Rent  shall  be paid to or upon  the  order of
Landlord at Landlord's address set forth in Section 20.3.

      4.1  Interest on Late Payments.  Any rent or other charges hereunder which
are not paid within ten (10) days of the date due shall bear  interest  from the
due  date  paid  in full at a rate  per  annum  equal  to the  rate of  interest
announced  from time to time by Harris  Trust and Savings  Bank as its prime (or
equivalent)  rate of interest  plus 3%, said rate  changing  with each change in
such announced prime (or equivalent) rate.


                                 5. IMPOSITIONS

      5.0  Payment by Tenant. As additional rent for the Leased Premises, Tenant
shall pay on or  before  the date when  first due and  payable  or, in the event
Landlord has paid the same,  reimburse  Landlord for all taxes and  assessments,
general  and  special,  water  rates and all  other  impositions,  ordinary  and
extraordinary,  of every  kind and  nature  whatsoever  which  may be  levied or
assessed with respect to the term of the Lease upon the Leased Premises,  or any
part  thereof,   or  upon  any   improvements  at  any  time  situated   thereon
("Impositions");  provided,  however, that Impositions levied against the Leased
Premises shall be prorated  between  Landlord and Tenant as of the  Commencement
Date for the first year of the Lease term and as of the  expiration  date of the
Lease term for the last year of the Lease  term on the basis of the most  recent
ascertainable tax and assessment bills.  Impositions shall also include fees and
costs  incurred by Landlord  during the Lease term for the purpose of contesting
or protesting tax assessments or rates, to the extent such fees and costs relate
to  savings  realized  during the term of the Lease and any  extension  thereof.
Tenant  may take the  benefit of the  provisions  of any  statute  or  ordinance
permitting any assessment to be paid over a period of years and Tenant shall not
be responsible for any portion of such assessment with respect to a period after
the termination of this Lease.

      5.1  Alternative  Taxes.  If at any time during the term of this Lease the
method of taxation  prevailing at the Commencement Date shall be altered so that
any new tax, assessment,  levy, imposition or charge, or any part thereof, shall
be  measured  by or be based in whole or in part upon the  Lease,  or the Leased
Premises,  or the rent,  additional rent or other income  therefrom and shall be
imposed  upon  the  Landlord,   then  all  such  taxes,   assessments,   levies,
impositions,  or charges,  or the part  thereof,  to the extent that they are so
measured or based,  shall be deemed to be included  within the term  Impositions
for the purposes hereof to the extent that such Impositions  would be payable if
the  Leased  Premises  were  the  only  property  of  Landlord  subject  to such
Impositions,  and Tenant shall pay and discharge the same as provided herein for
the payment of Impositions.  Impositions shall not include federal income taxes,
state

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and local  income  taxes,  federal  excess  profit taxes or franchise or capital
stock taxes of Landlord.

      5.2  Evidence of Payment. Tenant shall pay all Impositions directly to the
appropriate  authority,  and shall  deliver to  Landlord  duplicate  receipts or
photostatic copies thereof showing the payments of all Impositions within thirty
(30) days after payment, but in no event later than the due date therefor.

      5.3  Right to Contest.  Tenant shall not be required to pay any Imposition
or charge  upon or against  the Leased  Premises,  or any part  thereof,  or the
improvements at any time situated thereon,  so long as the Tenant shall, in good
faith  and with due  diligence,  contest  the same or the  validity  thereof  by
appropriate legal proceedings which have the effect of suspending the payment of
such  Imposition or charge,  provided  that neither the Leased  Premises nor any
interest  therein is in danger of being sold or otherwise  forfeited and further
provided that Tenant bonds over such Imposition or provides  Landlord with other
security reasonably satisfactory to Landlord.


                                  6. INSURANCE

      6.0  Kinds and Amounts. As additional rent for the Leased Premises, Tenant
shall procure and maintain the  following  policies of insurance at its own cost
and expense:

           (a)  Fire and Extended Coverage  Insurance  insuring the building and
      other  improvements at any time situated upon the Leased Premises  against
      loss or damage by fire, lightning,  windstorm,  hail, aircraft,  vehicles,
      smoke, explosion,  earthquake, riot or civil commotion and all other risks
      of direct  physical  loss as  insured  against  under a  Special  Extended
      Coverage  Endorsement.  The insurance  coverage shall be for not less than
      100% of the full replacement cost of such  improvements with agreed amount
      endorsement.  Tenant,  Landlord,  and Landlord's  mortgagees and/or ground
      lessors  shall  be  named  as  additional  insureds  and all  proceeds  of
      insurance  shall be  payable to  Landlord.  The full  replacement  cost of
      improvements  shall be  designated  annually by Landlord in its good faith
      judgment.  In the  event  that  Tenant  does  not  agree  with  Landlord's
      designation,  Tenant  shall  have the  right to  submit  the  matter to an
      insurance  appraiser  reasonably  selected  by  Landlord  and  paid for by
      Tenant.  The  insurance  appraiser  shall  submit a written  report of his
      appraisal  and if said  report  discloses  that the  improvements  are not
      insured as therein  required,  Tenant shall promptly  obtain the insurance
      required.

           (b)  Commercial  General Public Liability  Insurance insuring against
      all  claims,  demands or  actions  made by, or on behalf of, any person or
      persons,  firm or  corporation  and arising from,  related to or connected
      with the  Leased  Premises,  for  injury  to or death of any  person in an
      amount not less than  $2,000,000 per occurrence and for damage to property
      in an amount of not less than $500,000 per occurrence, naming Landlord and
      Tenant as insureds  thereunder.  Said  insurance  shall include broad form
      contractual  liability coverage which insures contractual  liability under
      the indemnity set forth in Section 13.0(a) hereof.

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           (c)  Insurance   insuring   against  loss  or  damage  from  external
      explosion  or  breakdown  of  boilers,  air  conditioning   equipment  and
      miscellaneous  electrical apparatus,  if any, on the Leased Premises in an
      amount  satisfactory  to Landlord,  naming Landlord and Tenant as insureds
      thereunder.

           (d)  Flood  insurance  whenever,  in the judgment of  Landlord,  such
      protection is necessary and it is available.

      In addition,  Tenant shall reimburse Landlord,  within ten (10) days after
receipt of  Landlord's  statement  therefor,  for premiums  paid by Landlord for
Business  Interruption  Insurance  insuring  Landlord  from  loss of  rents  and
Impositions  during any period the Leased Premises are  untenantable due to fire
or other  casualty,  or  explosion or  breakdown  of boilers,  air  conditioning
equipment and miscellaneous  electrical apparatus (for a period of not less than
one (1) year).

      6.1  Form of Insurance. The aforesaid insurance to be maintained by Tenant
shall be written  by  companies  and in form,  substance  and amount  (where not
stated  above)  reasonably  satisfactory  from  time to time  to  Landlord.  The
aforesaid  insurance  shall  unconditionally  provide  that it is not subject to
cancellation without at least thirty (30) days' prior written notice to Landlord
except for  nonpayment  of premiums in which event ten (10) days' prior  written
notice  shall  be  given  to  Landlord.  Certificates  of  insurance  evidencing
compliance with Section 6.0 shall be deposited with Landlord  promptly after the
Commencement Date, and certificates  evidencing  renewals or replacement thereof
shall be delivered to Landlord promptly after expiration of such coverage.

      6.2  Fire Protection.  Tenant shall conform with all applicable fire codes
of any  governmental  authority  having  jurisdiction  over the Leased  Premises
except where such conformance  requires  alterations to the Leased Premises of a
capital nature.

      6.3  Mutual Waiver of  Subrogation  Rights.  Whenever (a) any loss,  cost,
damage or expense  resulting  from fire,  explosion  or any other or casualty or
occurrence  is incurred by either  Landlord or Tenant,  or anyone  claiming  by,
through, or under it in connection with the Leased Premises,  and (b) such party
is then  covered  in whole or in part by  insurance  with  respect to such loss,
cost,  damage or expense or is required under this Lease to be so insured,  then
the party so insured (or so required to be insured)  hereby  releases  the other
party from any liability the other party may have on account of such loss, cost,
damage or expense to the  extent of any amount by reason of such  insurance  (or
which could have been  recovered had such insurance been carried as so required)
and waives any right of subrogation  which might otherwise exist in or accrue to
any person on account  thereof,  provided  that such  release of  liability  and
waiver of the right of subrogation  shall not be operative in any case where the
effect  thereof is to invalidate  such  insurance  coverage or increase the cost
thereof  (except that in the case of cost, the other party shall have the right,
within thirty (30) days following  written  notice,  to pay such increased cost,
thereby keeping such release and waiver in full force and effect).


                            7. DAMAGE OR DESTRUCTION
 

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      7.0  Obligation to Rebuild.  In the event of damage to or  destruction  of
any improvements on the Leased Premises by fire or other casualty, the party who
is  required to  maintain  insurance  under  Article VI shall  promptly,  at its
expense,  repair, restore or rebuild the same to the condition existing prior to
the happening of such fire or other  casualty (the "Work"),  provided,  however,
that if the damage or destruction  exceeds twenty percent (20 %) of the value of
the whole of the Leased  Premises,  either Landlord or Tenant may terminate this
Lease,  effective on the date of such damage or  destruction,  by giving written
notice  thereof to the other within sixty (60) days after the event  causing the
damage or  destruction,  in which event all insurance  proceeds shall be paid to
Landlord and neither party shall be obligated to repair,  restore or rebuild the
Leased  Premises.  Tenant shall have no liability  for Rent during the period of
such repair,  restoration  or rebuilding  to the extent the Leased  Premises are
rendered   untenantable,   and  Landlord  shall  look  solely  to  its  business
interruption insurance for such rent.

      7.1  Precondition  to  Rebuilding.  If Tenant is  required  to rebuild the
Premises  pursuant to the terms hereof,  before Tenant commences any Work, plans
and specifications  therefor,  prepared by a licensed architect  satisfactory to
Landlord,  shall be submitted to Landlord (which plans shall require  Landlord's
approval if the Work  involves  an  estimated  cost of more than Fifty  Thousand
Dollars  ($50,000))  and Tenant shall furnish to Landlord (a) an estimate of the
cost of the proposed Work, certified to by said architect;  and (b) satisfactory
evidence of sufficient  contractor's  comprehensive  general liability insurance
covering  Landlord,   builder's  risk  insurance,   and  worker's   compensation
insurance.

      7.2  Payment for Rebuilding.  If this Lease is not terminated  pursuant to
Section 7.0 and provided  that the insurer does not deny  liability as to all of
the insureds,  and provided  Tenant is not then in default  hereunder,  all sums
arising by reason of loss under the  insurance  referred  to in Section  6.0(a),
shall be held by Landlord to be available for the Work.  The party  obligated to
perform  the Work  shall  diligently  pursue  the  repair or  rebuilding  of the
improvements  in  a  good  and  workmanlike  manner.   Landlord  shall  pay  out
construction  funds from time to time on the written  direction of the architect
provided  that  Landlord   shall  first  be  furnished  with  waivers  of  lien,
contractors,  and subcontractors sworn statements and other evidence of cost and
payments so that  Landlord  can verify that the amounts  disbursed  from time to
time are  represented by completed and in-place Work, and that said Work is free
and clear of  possible  mechanics  liens.  No  payment  made  prior to the final
completion  of the Work shall  exceed  ninety per cent (90%) of the value of the
work completed and in place from time to time.

      7.3  Excess  Receipts by Landlord.  Any insurance  remaining with Landlord
after payment in full for the Work shall be paid to Landlord.

      7.4  Failure to Rebuild.  If this Lease is not terminated pursuant Section
7.0 and if the party  obligated  to perform the Work does not  commence the Work
within  sixty (60) days after the date the damage or  destruction  occurred,  or
does not  prosecute  same  thereafter  with such dispatch as may be necessary to
complete  the same  within a  reasonable  period  after the date said  damage or
destruction  occurred,  then, in addition to whatever  other  remedies the other
party may have under this  Lease,  or at law or in equity,  such other party may
terminate this Lease.

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<PAGE>

                                 8. CONDEMNATION

      8.0  Taking of  Whole.  If the whole of the  Leased  Premises  is taken or
condemned for a public or quasi-public use or purpose by a competent  authority,
or if such a portion of the Premises is taken so that the balance cannot be used
for the same  purpose  and with  substantially  the same  utility  to  Tenant is
immediately prior to such taking and Landlord or Tenant elects to terminate this
Lease,  which  election  shall be made by giving  written  notice thereof to the
other  party  within  thirty  (30) days  after  delivery  of  possession  to the
condemning authority, then in any of such events, the Lease term shall terminate
upon  delivery  of  possession  to the  condemning  authority,  and  any  award,
compensation or damages (hereinafter sometimes called the "Award") shall be paid
to and be the sole  property  of  Landlord,  whether  the Award shall be made as
compensation  for diminution of the value of the leasehold  estate or the fee of
the Leased  Premises or  otherwise.  Tenant  hereby  assigns to Landlord  all of
Tenant's  right,  title and interest in and to any and all of the Award.  Tenant
shall  continue  to pay rent and  other  charges  hereunder  until  the Lease is
terminated and any Impositions and insurance  premiums  prepaid by Tenant or any
unpaid Impositions or other charges which accrue prior to the termination, shall
be adjusted  between the  parties.  Nothing in this  Section 8.0 shall  prohibit
Tenant from making separate claims to the condemning  authority for furnishings,
equipment  and fixtures  and Tenant's  leasehold  interest,  if permitted  under
applicable law, that may be taken in connection with any such condemnation.

      8.1  Partial  Taking.  If only a part of the Leased  Premises  is taken or
condemned  and the Lease is not  terminated  pursuant  to  Section  8.0  hereof,
Landlord,  at its sole cost and  expense,  shall  repair and  restore the Leased
Premises and all improvements  thereon.  If a portion of the building located on
the Leased  Premises is taken,  Monthly  Rent shall abate in  proportion  to the
floor area so taken from and after the date  possession  of such  portion of the
Leased Premises is surrendered to the condemning authority. If Landlord does not
make a complete architectural unit of the remainder of the improvements within a
reasonable  period  after  such  taking  or  condemnation,  or if,  in  Tenant's
judgment,  the  portion  of the  Leased  Premises  (including  the  improvements
thereon) is inadequate for the conduct of Tenant's normal  business  operations,
Tenant may elect to terminate  this Lease by giving  written  notice  thereof to
Landlord.  Any  portion  of  the  Award  not  expended  for  such  repairing  or
restoration shall be retained by Landlord.


                         9. MAINTENANCE AND ALTERATIONS

      9.0  Maintenance.  Tenant, at its sole cost and expense, shall (a) perform
routine  maintenance  and repair of the Leased  Premises,  other than structural
repairs  (including the roof), for which the Landlord shall be responsible,  and
(b) perform routine  maintenance of the heating,  ventilating,  air conditioning
and other  mechanical  systems in the Leased  Premises  excluding  any  repairs,
rebuilding or replacement which increase the value of the Leased Premises, which
shall be borne by the Landlord (such costs to be borne by Landlord  described in
this paragraph (b) being referred to as the "Mechanical Upgrades"). Tenant shall
further  keep  and  maintain  the  Leased  Premises,  the  parking  area and all
sidewalks and areas adjacent thereto safe, secure, clean and sanitary (including
without limitation,  snow and ice clearance, and necessary interior painting and
carpet  cleaning at least once each year),  and in compliance  with all material
respects with all

                                       6
<PAGE>

health,  safety  and police  regulations  in force  other  than those  requiring
structural  alteration  or  repair,  a  Mechanical  Upgrade  or those  requiring
expenditures which would constitute Clean-Up Costs (as hereinafter  defined). As
used herein,  "Clean-Up  Costs" mean the costs,  expenses,  losses,  damages and
other liabilities incurred in connection with compliance with any Federal, state
or local  law,  rule,  regulation  or  policy  governing  environmental  matters
relating to the condition of the Leased Premises as of the Commencement  Date or
the business conducted on the Leased Premises prior to the Commencement Date for
which Landlord is responsible pursuant to Section 13.2 hereof.

      9.1   Alterations.

            (a)  Tenant  shall  not  make  any   additions,   improvements   and
alterations (hereinafter "Alterations") to the Leased Premises without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.

            (b)  As to any  Alterations  which Tenant  desires to perform and to
which Landlord  consents and which cost in excess of  $10,000.00,  and as to any
replacements  whatsoever,  such work shall be performed with new materials, in a
good  and   workmanlike   manner,   strictly  in   accordance   with  plans  and
specifications  therefor first approved in writing by Landlord and in accordance
with all applicable laws and ordinances.  Upon completion of any such work by or
on behalf of Tenant,  Tenant  shall  provide  Landlord  with such  documents  as
Landlord  may  require  (including,   without  limitation,   sworn  contractors'
statements  and  supporting  lien waivers)  evidencing  payment in full for such
work, and "as built" working drawings. In the event Tenant performs any work not
in compliance  with the provisions of this Section  9.1(b),  Tenant shall,  upon
written  notice  from  Landlord,  immediately  remove  such work and restore the
Leased Premises to their condition immediately prior to the performance thereof.
If  Tenant  fails so to remove  such work and  restore  the  Lease  Premises  as
aforesaid,  Landlord may, at its option,  and in addition to all other rights or
remedies of Landlord  under this  Lease,  at law or in equity,  enter the Leased
Premises  and  perform  said  obligation  of Tenant and Tenant  shall  reimburse
Landlord for the cost to the  Landlord  thereof,  immediately  upon being billed
therefor by Landlord.  Such entry by Landlord shall not be deemed an eviction or
disturbance  of Tenant's  use or  possession  of the Leased  Premises nor render
Landlord liable in any manner to Tenant.


                          10. ASSIGNMENT AND SUBLETTING

      Tenant shall not (i) assign, convey or mortgage this Lease or any interest
in this  Lease;  (ii)  allow any  transfer  thereof  or any lien  upon  Tenant's
interest in this Lease by operation of law; (iii) sublet the Leased  Premises or
any part thereof;  or (iv) permit the use or occupancy of the Leased Premises or
any part  thereof by anyone other than Tenant.  Notwithstanding  the  foregoing,
Tenant may, without Landlord's consent, assign this Lease to any entity which is
directly  or  indirectly  controlled  by  Lucas  Industries,  Inc.,  a  Michigan
corporation  ("Parent"),  provided  that (a) such  assignment  shall not relieve
Tenant of its  obligations  hereunder,  and (b)  Parent  confirms  in writing to
Landlord that Parent's  guaranty of the obligations of Tenant hereunder  remains
in full force and effect notwithstanding such assignment.

                                       7
<PAGE>

                           11. LIENS AND ENCUMBRANCES

      11.0  Encumbering  Title.  Tenant shall not do any act which encumbers the
title of Landlord to the Leased  Premises,  nor shall the  interest or estate of
Landlord  in the  Leased  Premises  in any way be subject to any claim by way of
lien or encumbrance,  whether by operation of law or by virtue of any express or
implied  contract,  by Tenant.  Any claim to, or lien upon, the Leased  Premises
arising  from any act or  omission  of Tenant  shall  accrue  only  against  the
leasehold estate of Tenant and shall be subject and subordinate to the paramount
title and rights of Landlord in and to the Leased Premises.

      11.1  Liens and Right to  Contest.  Tenant  shall not  permit  the  Leased
Premises to become subject to any mechanics', laborers' or materialmen's lien on
account  of labor or  material  furnished  to  Tenant  or  claimed  to have been
furnished  to  Tenant in  connection  with work of any  character  performed  or
claimed to have been performed on the Leased Premises by, or at the direction of
sufferance  of Tenant;  provided,  however,  that Tenant shall have the right to
contest, in good faith and by appropriate proceedings,  the validity of any such
lien or claimed  lien;  provided  that  Tenant  bonds over such lien or provides
Landlord with other adequate  security  therefor and provided  further,  that on
final  determination of the lien or claim for lien, Tenant shall immediately pay
any judgment  rendered,  with all proper  costs and charges,  and shall have the
lien released and any judgment satisfied.


                                  12. UTILITIES

      Tenant shall pay for all services to the Leased  Premises.  Landlord shall
have no  obligation  to furnish  utilities  to the Leased  Premises and makes no
representation  or warranty with respect to the continued  availability  of such
services.


                            13. INDEMNITY AND WAIVER

      13.0  Indemnity.  To the extent permitted by applicable law and subject to
Section  13.2,  Tenant  will  protect,  indemnify  and save  harmless  Landlord,
Landlord's   mortgagee  and/or  ground  lessor  and  their  respective   agents,
shareholders,   directors,   officers,   and  employees  from  and  against  all
liabilities,  obligations,  claims, damages,  penalties, causes of action, costs
and expenses  (including  without  limitation,  reasonable  attorneys'  fees and
expenses)  imposed upon or incurred by or asserted against Landlord by reason of
(a) 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 the  adjoining
sidewalks,  curbs,  streets or ways,  or  resulting  from any act or omission of
Tenant or anyone  claiming by,  through or under Tenant;  (b) any failure on the
part of Tenant to perform or comply with any of the terms of this Lease;  or (c)
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 at the request of
Tenant.  In case any action,  suit or proceeding is brought against  Landlord by
reason of any such  occurrence,  Tenant will, at Tenant's  expense,  defend such
action,  suit or  proceeding,  or  cause  the  same to be  defended  by  counsel
satisfactory to Landlord.

                                       8
<PAGE>

      13.1  Waiver of Certain Claims.  All property belonging to Tenant shall be
kept at the Leased  Premises at the risk of Tenant,  and  Landlord  shall not be
liable for any  damage  thereto  or for the theft or  misappropriation  thereof.
Tenant  waives all claims it may have  against  Landlord for damage or injury to
property  sustained by Tenant or any persons  claiming  through Tenant resulting
from any part of the Leased  Premises or any of its  improvements,  equipment or
appurtenances  being out of repair,  or resulting  from any accident on or about
the Leased Premises, or resulting directly or indirectly from any act or neglect
of any person,  including  Landlord to the extent permitted by law. This Section
13.1 shall include, but not by way of limitation,  damage caused by water, snow,
frost, steam, excessive heat or cold, sewage, gas, odors, or noise, or caused by
bursting  or leaking of pipes or  plumbing  fixtures,  and shall  apply  equally
whether any such damage  results  from the act or neglect of Tenant or any other
person,  including  Landlord to the extent  permitted  by law,  and whether such
damage be caused by or result from any thing or circumstance  above mentioned or
referred to, or to any other thing or  circumstance  whether of a like nature or
of a wholly different nature.

      13.2  Environmental  Matters.  The obligations of Landlord and Tenant with
respect to environmental matters shall be governed by the Agreement for the Sale
and  Purchase of Assets  dated June 11, 1991  between  landlord  and Parent,  as
amended by  Amendment  No. 1 thereto  dated July 19,  1991 and  Amendment  No. 2
thereto dated July 26, 1991 (the "Purchase  Agreement"),  Parent having assigned
all its rights and obligations thereunder to Tenant.


                         14. RIGHTS RESERVED TO LANDLORD

      Without  limiting any other rights reserved or available to Landlord under
this Lease, at law or in equity,  Landlord,  reserves the following rights to be
exercised  at  Landlord's  election  and,  except as  provided  in Section  9.0,
Landlord's expense:

            (a)  To change the street address of the Leased Premises;

            (b)  To inspect the Leased  Premises and to make repairs,  additions
      or alterations to the Leased Premises  provided the same do not materially
      interfere with Tenant's business operations at the Leased Premises;

            (c)  To cause any tests  (including  tests of soil and ground water)
      to be  conducted on the Leased  Premises  and to effect any  environmental
      remediation  of the Leased  Premises  which  Landlord  deems  necessary or
      desirable,  provided that such testing and remediation does not materially
      interfere with Tenant's business operations at the Leased Premises;

            (d)  To  show  the  Leased   Premises  to  prospective   purchasers,
      mortgagees,  or other persons having a legitimate  interest in viewing the
      same,  and, at any time within six months prior to the  expiration  of the
      Lease term to persons wishing to rent the Leased Premises;

            (e)  During  the last six  months  of the Lease  term,  to place and
      maintain the usual "For Rent" sign in or on the Leased Premises;

 
                                      9
<PAGE>

            (f)  During the last ninety  (90) days of the Lease term,  if during
      or prior to that time Tenant vacates the Premises,  to decorate,  remodel,
      repair, alter otherwise prepare the Leased Premises for new occupancy; and

            (g)  To place and maintain  "For Sale" signs on the Leased  Premises
      and on the exterior of the building on the Leased Premises.

Landlord may enter upon the Leased Premises for any and all of said purposes and
may exercise any and all of the foregoing rights hereby reserved,  during normal
business hours unless an emergency  exists,  or at any time an emergency exists,
without  being deemed guilty of any eviction or  disturbance  of Tenant's use or
possession  of the Leased  Premises,  and without  being liable in any manner to
Tenant.


                               15. QUIET ENJOYMENT

      So long as Tenant is not in default under the covenants and  agreements of
this Lease,  Tenant's quiet and peaceable enjoyment of the Leased Premises shall
not be disturbed or  interfered  with by Landlord or by any person  claiming by,
through or under Landlord.


                        16. SUBORDINATION OR SUPERIORITY

      If the  mortgagee  or trustee  named in any first  mortgage or first trust
deed  hereafter  made shall  agree  that,  if it becomes the owner of the Leased
Premises by  foreclosure or deed in lieu of  foreclosure,  it will recognize the
rights and interest of Tenant  under the Lease and not disturb  Tenant's use and
occupancy of the Lease Premises if and so long as Tenant is not in default under
the Lease (which agreement may, at such mortgagee's  option,  require attornment
by Tenant),  then all or a portion of the rights and  interests  of Tenant under
this Lease  shall be subject  and  subordinate  to such first  mortgage or first
trust  deed  and to any  and all  advances  to be  made  thereunder,  and to the
interest thereon,  and all renewals,  replacements and extensions  thereof.  Any
such  mortgagee or trustee may elect that,  instead of making this Lease subject
and  subordinate  to its first  mortgage  or first  trust  deed,  the rights and
interest  of Tenant  under this Lease shall have  priority  over the lien of its
mortgage or trust deed.  Tenant agrees that it will,  within ten (10) days after
demand in writing,  execute and deliver  whatever  instruments may be reasonably
required, either to make the Lease subject and subordinate to such a mortgage or
trust deed, or to give the Lease priority over the lien of the mortgage or trust
deed,  whichever  alternative  may be elected by the  mortgagee  or trustee.  If
Tenant fails to execute and deliver any such instrument, Tenant does hereby make
constitute  and  irrevocably  appoint  Landlord as its attorney in fact,  in its
name, place and stead so to do.


                                  17. SURRENDER

      17.0  Surrender.   Upon  the   termination  of  this  Lease,   whether  by
forfeiture,  lapse of time or otherwise, or upon of Tenant's right to possession
of the Leased Premises,  Tenant will at once surrender and deliver up the Leased
Premises together with all

                                       10
<PAGE>

improvements  thereon,  to Landlord,  broom swept, in good condition and repair,
reasonable  wear and tear  excepted.  Conditions  existing  because of  Tenant's
failure to perform  maintenance  and  repairs as  required  herein  shall not be
deemed "reasonable wear and tear".  Tenant shall deliver to Landlord all keys to
all doors of the Leased Premises.  As used herein, the term "improvements" shall
include,  without  limitation,  all  plumbing,  lighting,  electrical,  heating,
cooling and  ventilating  fixtures and equipment,  and all  Alterations (as said
term is defined in Section 9.1 hereof)  whether or not  permitted  under Section
9.1.  All  Alterations,  temporary  or  permanent,  made in or upon  the  Leased
Premises by Tenant shall  become  Landlord's property and shall remain upon the
Leased  Premises on any such  termination  without  compensation,  allowance  or
credit to  Tenant,  provided,  however,  that  Landlord  shall have the right to
require  Tenant to remove any  Alterations  and restore  the Leased  Premises to
their  condition prior to the making of such  Alterations,  repairing any damage
occasioned  by such  removal and  restoration.  Said right shall be exercised by
Landlord's  giving written notice thereof to Tenant at least ten (10) days prior
to such termination.  If Landlord requires removal of any Alterations and Tenant
does not make such removal in  accordance  with this Section at the time of such
termination,  Landlord  may  remove the same (and  repair any damage  occasioned
thereby), and dispose thereof or, at its election, deliver the same to any other
place of business of Tenant or warehouse the same. Tenant shall pay the costs of
such removal, repair, delivery and warehousing to Landlord on demand.

      17.1  Removal of Tenant's Property.  Upon the termination of this Lease by
lapse of time or otherwise,  Tenant shall remove  Tenant's  articles of personal
property incident to Tenant's business ("Trade  Fixtures");  provided,  however,
that Tenant shall repair any injury or damage to the Leased  Premises  which may
result from such  removal,  and shall  restore  the Leased  Premises to the same
condition  as prior to the  installation  thereof.  If  Tenant  does not  remove
Tenant's Trade Fixtures from the Leased  Premises on or before the expiration or
earlier termination of the Lease term,  Landlord may, at its option,  remove and
dispose of the same (and  repair any damage  occasioned  thereby) or deliver the
same to any other place of business of Tenant, or warehouse the same, and Tenant
shall pay the cost of such removal,  disposal,  repair, delivery and warehousing
to Landlord on demand,  or Landlord may treat such Trade Fixtures as having been
conveyed to Landlord with this Lease as a Bill of Sale,  without further payment
or credit by Landlord to Tenant.

      17.2  Holding  Over.  Tenant  shall  have no right to  occupy  the  Leased
Premises  or any  portion  thereof  after the  expiration  of the Lease or after
termination of the Lease or of Tenant's right to possession  pursuant to Section
18.0  hereof.  In the event Tenant or any party  claiming  by,  through or under
Tenant holds over, Landlord may exercise any and all remedies available to it at
law or in equity to recover possession of the Leased Premises,  and for damages.
For each and every month or partial month that Tenant or any party  claiming by,
through or under Tenant remains in occupancy of all or any portion of the Leased
Premises after the expiration of the Lease or after  termination of the Lease or
Tenant's right to possession,  Tenant shall pay, as minimum damages and not as a
penalty,  monthly  rental at a rate  equal to double  the rate of rent and other
charges payable by Tenant hereunder immediately prior to the expiration or other
termination of the Lease or of Tenant's  right to possession.  The acceptance by
Landlord of any lesser sum shall be construed as a payment on account and not in
satisfaction of damages for such holding over.


                                       11
<PAGE>

                                  18. REMEDIES

      18.0  Defaults.  Any  one  or  more  of  the  following  events  shall  be
considered events of default as said term is used herein:

            (a)  Tenant shall be adjudged an involuntary  bankrupt,  or a decree
      or order approving,  as properly filed, a petition or answer filed against
      Tenant asking  reorganization of Tenant under the Federal  bankruptcy laws
      as now or  hereafter  amended,  or under the laws of any  state,  shall be
      entered,  and any such  decree or  judgment  or order  shall not have been
      vacated or set aside  within sixty (60) days from the date of the entry or
      granting thereof; or

            (b)  Tenant  shall file any petition in  bankruptcy  or any petition
      pursuant or  purporting to be pursuant to the Federal  bankruptcy  laws as
      now or hereafter  amended,  or Tenant shall  institute  any  proceeding or
      shall  give its  consent to the  institution  of any  proceedings  for any
      relief  of Tenant  under any  bankruptcy  or  insolvency  laws or any laws
      relating  to  the  relief  of  debtors,   readjustment  or   indebtedness,
      reorganization, arrangements, composition or extension; or

            (c)  Tenant shall make any  assignment  for the benefit of creditors
      or shall apply for consent to the  appointment of a receiver for Tenant or
      any of the property of Tenant; or

            (d)  The Leased  Premises are levied upon by any revenue  officer or
      similar officer; or

            (e)  A decree or order  appointing  a receiver  of the  property  of
      Tenant  shall be made and such decree or order shall not have been vacated
      or set aside  within  thirty  (30) days from the date of entry or granting
      thereof; or

            (f)  Tenant  shall  abandon  the Leased  Premises or vacate the same
      during the term hereof; or

            (g)  Tenant  shall  default  in any  payment of rent or in any other
      payment  required  to be made  by  Tenant  hereunder  when  due as  herein
      provided,  and any such  default  shall  continue  for ten (10) days after
      notice thereof in writing to Tenant; or

            (h)  Tenant  shall  fail to  contest  the  validity  of any  lien or
      claimed  lien,  or,  having  commenced to contest the same,  shall fail to
      prosecute  such  contest  with  diligence,  or shall fail to have the same
      released and satisfy any judgment  rendered  thereon,  or shall  otherwise
      fail to comply with  Article XI, and such default  continues  for ten (10)
      days after notice thereof in writing to Tenant; or

            (i)  Tenant shall default in keeping, observing or performing any of
      the other covenants or agreements  herein  contained to be kept,  observed
      and performed by Tenant,  and such default shall  continue for thirty (30)
      days after notice thereof in writing to Tenant.


                                       12
<PAGE>

      18.1  Remedies.  Upon the  occurrence of any one or more of such events of
default, Landlord may at its election terminate this Lease or terminate Tenant's
right to possession only, without terminating the Lease. Upon termination of the
Lease,  or upon any  termination  of the Tenant's  right to  possession  without
termination of the Lease,  the Tenant shall surrender  possession and vacate the
Leased Premises immediately, and deliver possession thereof to the Landlord, and
hereby grants to the Landlord the full and free right,  without demand or notice
of any kind to Tenant (except as hereinabove  expressly  provided for), to enter
into and upon the Leased  Premises in such event with or without  process of law
and to repossess  the Leased  Premises as the  Landlord's  former  estate and to
expel or  remove  the  Tenant  without  being  deemed  in any  manner  guilty of
trespass,  eviction,  or  forcible  entry  or  detainer  without  incurring  any
liability  for any damage  resulting  therefrom  and without  relinquishing  the
Landlord's rights to rent or any other right given to the Landlord  hereunder or
by operation of law. If the Landlord  elects to terminate the Tenant's  right to
possession  only  without  terminating  the  Lease,  the  Landlord  may,  at the
Landlord's option, enter into the Leased Premises, remove the Tenant's signs and
other evidences of tenancy,  and take and hold possession thereof as hereinabove
provided,  without such entry and possession  terminating the Lease or releasing
the Tenant,  in whole or in part, from the Tenant's  obligations to pay the rent
hereunder  for the full term or from any  other of its  obligations  under  this
Lease.  Landlord may relet all or any part of the Leased  Premises for such rent
and upon such terms as shall be satisfactory to Landlord (including the right to
change  the  character  or use made of the  Premises).  For the  purpose of such
reletting,  Landlord may decorate or make any repairs,  changes,  alterations or
additions in or to the Leased  Premises that may be necessary or convenient.  If
Landlord  does not relet the Leased  Premises,  Tenant  shall pay to Landlord on
demand damages equal to the amount of the rent,  and other sums provided  herein
to be paid by Tenant for the remainder of the Lease term. If the Leased Premises
are relet and a sufficient sum shall not be realized from such  reletting  after
paying all of the expenses of such decorations,  repairs, changes,  alterations,
additions,  the  expenses  of such  reletting  and the  collection  of the  rent
accruing therefrom (including, but not by way of limitation, attorneys' fees and
brokers' commissions),  to satisfy the rent and other charges herein provided to
be paid for the  remainder  of the Lease term,  Tenant  shall pay to Landlord on
demand any  deficiency  and Tenant agrees that Landlord may file suit to recover
any sums falling due under the terms of this Section from time to time. Landlord
shall use all diligent efforts to mitigate,  its damages arising out of Tenant's
default;  Landlord  shall  not be deemed  to have  failed  to use such  diligent
efforts  by reason  of the fact that  Landlord  has  sought to relet the  Leased
Premises at a rental rate  higher  than that  payable by Tenant  under the Lease
(but not in excess of the then  current  market  rental  rate).  If Tenant shall
default under Section  18.0(i) and if such default  cannot with due diligence be
cured within said period of thirty (30) days after notice in writing  shall have
been given to Tenant,  and if Tenant promptly  commences to eliminate the causes
of such  default,  then  Landlord  shall not have the right to declare said term
ended by reason of such default or to repossess without terminating the Lease so
long as Tenant is proceeding diligently and with reasonable dispatch to take all
steps  and do all work  required  to cure  such  default,  and does so cure such
default, provided,  however, that the curing of any default in such manner shall
not be  construed to limit or restrict the right of Landlord to declare the said
term ended or to repossess without  terminating the Lease, and to enforce all of
its rights and remedies for any other default not timely cured.


                                       13
<PAGE>

      18.2  Remedies Cumulative. No remedy hereunder or otherwise conferred upon
or  reserved  to Landlord  shall be  considered  to exclude or suspend any other
remedy but the same shall be cumulative  and shall be in addition to every other
remedy given hereunder or existing at law or in equity ad every power and remedy
given by this Lease to Landlord  may be  exercised  from to time and so often as
occasion may arise or as may be deemed expedient.

      18.3  No Waiver. No delay or omission of Landlord to exercise any right or
power  arising  from any  default  shall  impair  any such  right or power or be
construed to be a waiver of any such  default or any  acquiescence  therein.  No
waiver of any breach of any of the  covenants of this Lease shall be  construed,
taken or held to be a waiver of any other breach,  or as a waiver,  acquiescence
in or consent to any  further or  succeeding  breach of the same  covenant.  The
acceptance by Landlord of any payment of rent or other charges  hereunder  after
the  termination  by Landlord of this Lease or of Tenant's  right to  possession
hereunder  shall not, in the absence of  agreement in writing to the contrary by
Landlord,  be deemed to  restore  this  Lease or  Tenant's  right to  possession
hereunder,  as the case may be, but shall be  construed as a payment on account,
and not in satisfaction of damages due from Tenant to Landlord.


                             19. OPTION TO PURCHASE

      19.0  Grant.  Landlord hereby grants to Tenant the option to purchase (the
"Option") the Leased  Premises at the  expiration of the term of this Lease at a
price  equal to the then Book Value of the Leased  Premises.  Said option may be
exercised  at any time during the term of this Lease (other than at such time as
exists a default or a condition  which with the  passage of time,  the giving of
notice or both would  constitute  a default  hereunder)  by  delivery of written
notice to Landlord by Tenant in the manner  provided in Section 20.3 hereof.  If
Tenant exercises the Option, the Leased Premises shall be purchased and accepted
by Tenant "as is", and Landlord  shall have no  liability  whatsoever  to Tenant
under Section  15.1(c) or 15.1(d) of the Purchase  Agreement,  even as to claims
made prior to the time Tenant exercised the Option.

      19.1  Terms of Purchase.  Within ten (10) days after Tenant's  exercise of
the Option,  Landlord  and Tenant shall enter into a written  agreement  for the
sale of the Leased  Premises (the  "Contract") for a purchase price equal to the
Book Value as of the Closing.  Unless  otherwise  agreed to by the parties,  the
Contract  shall  provide  for (1) an escrow  closing  at the office of the title
insurer  issuing the title insurance  policy  specified below on a date no later
than the earlier of (i) six months  after the exercise of the Option or (ii) the
expiration date of the term of this Lease;  (2) payment by Tenant to Landlord of
the purchase price in cash at the closing; (3) delivery by Landlord to Tenant of
good title to the Leased Premises by a Quitclaim  Deed,  subject only to (a) the
Permitted  Exceptions  set forth on Exhibit  "B" hereto,  and (b)  general  real
estate taxes or special assessments not yet due and payable; (4) the delivery by
Landlord  to  Tenant,  at  Landlord's  expense,  of a ALTA Form B owner's  title
insurance  policy  issued by a title  insurer  acceptable  to both  Landlord and
Tenant subject only to those  exceptions  stated above;  (5) the delivery by the
appropriate party of all documentation necessary for the title insurance company
to insure  Tenant's  fee simple  interest  in the Leased  Premises;  and (6) the
payment of all prorations, transfer taxes, title insurance charges, escrow fees,
recording fees, and other expenses, fees and charges by the party from whom such
payment is due in accordance  with statutory  requirements or in accordance with
the custom at the time of the


                                       14
<PAGE>

closing for sales of properties similar to the Leased Premises, but in any case,
subject to Section 18.16 of the Purchase Agreement.


                                20. MISCELLANEOUS

      20.0  Estoppel  Certificates.  Tenant  shall at any time and from  time to
time upon not less than ten (10 ) days  prior  written  request  from  Landlord,
execute, acknowledge and deliver to Landlord, in form reasonably satisfactory to
Landlord and/or Landlord's  mortgagee,  a written statement certifying (if true)
that Tenant has accepted the Leased Premises,  that this Lease is unmodified and
in full force and effect (or, if there have been modifications, that the same is
in full force,  and effect as modified  and  stating  the  modifications),  that
Landlord  is not in  default  hereunder,  the date to which the rental and other
charges have been paid in advance, if any, and such other  certifications as may
reasonably be required by Landlord,  agreeing to give copies to any mortgagee of
Landlord of all notices by Tenant to Landlord and agreeing to afford  Landlord's
mortgagee  a  reasonable  opportunity  to cure any  default of  Landlord.  It is
intended that any such statement  delivered  pursuant to this  subsection may be
relied upon by any prospective purchaser or mortgagee of the Leased Premises and
their respective successors and assigns.

      20.1  Landlord's  Right to Cure.  Landlord may, but shall not be obligated
to,  cure any  default  by  Tenant  (specifically  including,  but not by way of
limitation,  Tenant's failure to obtain insurance, make repairs, or satisfy lien
claims);  and  whenever  Landlord  so  elects,  all costs and  expenses  paid by
Landlord  to  cure  such  default,   including  without  limitation   reasonable
attorneys'  fees,  shall be so much  additional  rent due on the next  date that
Monthly Rent is payable after such payment together with interest (except in the
case of said attorneys'  fees) at a rate per annum equal to the rate of interest
announced  from  time to  Harris  & Trust  and  Savings  Bank as its  prime  (or
equivalent)  rate of  interest  from  the  date of the  advance  to the  date of
repayment by Tenant to Landlord.

      20.2  Amendments Must Be in Writing.  This Lease may not be amended except
by a written instrument duly signed and delivered by both parties.

      20.3  Notices.  All notices to or demands  upon  Landlord or Tenant  given
under any of the provisions  hereof shall be in writing.  Any notices or demands
from Landlord to Tenant shall be deemed to have been given if a copy thereof has
been deposited in the United States mail registered or certified, proper postage
prepaid if sent for next business day delivery by a reputable  overnight courier
service, to Tenant at 11180 Sunrise Valley Drive,  Reston,  Virginia 22092 or at
such address as Tenant may  theretofore  have  designated  by written  notice to
Landlord,  and any notices or demands from Tenant to Landlord shall be deemed to
have been duly and  sufficiently  given if deposited in the United  States mail,
registered or certified,  proper postage  prepaid,  or if sent for next business
day delivery by a reputable overnight service,  with receipt, to Landlord at 534
Broad Hollow Road, Melville, Long Island, New York 11747, Attn: Secretary, or at
such other  address or to such other  agent as  Landlord  may  theretofore  have
designated by written notice to Tenant.  The effective date of any mailed notice
shall be three (3) business days after delivery of the same to the United States
Postal  Service.  The effective  date of any notice sent by courier shall be the
next business day.


                                       15
<PAGE>

      20.4  Relationship of Parties. Nothing contained herein shall be deemed or
construed  by the  parties  hereto,  or by any  third  party,  as  creating  the
relationship of principal and agent or of partnership,  or of joint venture,  by
the parties hereto,  it being understood and agreed that no provision  contained
in this Lease nor any acts of the parties  hereto  shall be deemed to create any
relationship other than the relationship of landlord and tenant.

      20.5  Captions.  The captions of this Lease are for  convenience  only and
are not to be  construed  as part of this  Lease and shall not be  construed  as
defining or limiting in any way the scope or intent of the provisions hereof.

      20.6  Severability.  If any term or  provision  of this Lease shall to any
extent be held invalid or  unenforceable,  the remaining terms and provisions of
this Lease shall not be affected  thereby,  but each term and  provision of this
Lease shall be valid and be enforced to the fullest extent permitted by law.

      20.7  Law  Applicable.  This Lease shall be  construed  and  enforced in
accordance with the laws of the State of Michigan.

      20.8  Covenants Binding on Successors.  All of the covenants,  agreements,
conditions  and  undertakings  contained in this Lease shall extend and inure to
and be binding  upon the  successors  and  permitted  assigns of the  respective
parties hereto,  the same as if they were in every case specifically  named, and
wherever in this Lease  reference  is made to either of the parties  hereto,  it
shall include and apply to,  wherever  applicable,  the successors and permitted
assigns of such party.  Nothing herein  contained shall be construed to grant or
confer upon any person or persons, firm, corporation or governmental  authority,
other than the parties hereto, their successors and assigns, any right, claim or
privilege by virtue of any covenant, agreement, condition or undertaking in this
Lease  contained.  The foregoing shall not be deemed to permit any assignment by
Tenant in contravention of Article X hereof.

      20.9  Landlord  Means  Owners.  The term  "Landlord" as used in this Lease
shall be  limited  to mean and  include  only the owner or owners at the time in
question of the fee of the Leased Premises,  and in the event of any transfer or
transfers of the title to such fee,  the  Landlord  herein named (and in case of
any subsequent transfer or conveyances, the then grantor) shall be automatically
freed and relieved, from and after the date of such transfer or conveyance, from
all liability for the  performance  of any covenants or  obligations  on part of
Landlord  contained in this Lease thereafter to be performed;  provided that any
funds in the  hands of such  Landlord  or the then  grantor  at the time of such
transfer, in which Tenant has an interest, shall be turned


                                       16
<PAGE>

over to the  grantee,  and any amount then due and payable to Tenant by Landlord
or the then grantor  under any  provisions of this Lease shall be paid to Tenant
and provided that the grantee  expressly  assumes in writing the  obligations of
the Landlord hereunder.

     IN WITNESS  WHEREOF,  Landlord and Tenant have  executed this Lease the day
and year first above written.

                                    LANDLORD:

                                    THE ALLEN GROUP, INC. a Delaware
                                    corporation


                                    By: /s/ Stephen E. Gildrudey
                                       --------------------------------------- 
                                       Its: Vice President
                                           ----------------------------------- 

                                    TENANT:

                                    LUCAS HARTRIDGE, INC., a Virginia
                                    corporation


                                    By: /s/ [Signature illegible]
                                       --------------------------------------- 
                                       Its: Secretary
                                           -----------------------------------


                                       17
<PAGE>

     The following  page  contains a list of Exhibits and  Schedules  which have
been intentionally omitted by the Registrant.

     A  copy  of any  omitted  Exhibit  or  Schedule  will  be  provided  to the
Securities and Exchange Commission upon request.

<PAGE>

Exhibit A - Legal Description
Exhibit B - Permitted Exceptions