<PAGE>
                                       
                                LEASE AGREEMENT
                                       


KNOW ALL MEN BY THESE PRESENTS:

   This Agreement of Lease, made and entered into, as of this first day of 
January, 1997 by and between Blackstone Medical, Inc., a Massachusetts 
corporation with offices at 90 Brookdale Drive, Springfield, Massachusetts 
(hereinafter referred to as "Lessor"), and Brimfield Precision, Incorporated, 
a Massachusetts corporation with offices at 68 Mill Lane, Brimfield, 
Massachusetts (hereinafter referred to as "Lessee").
   
   Witnesseth:
   
   That Lessor does by these presents lease and demise unto Lessee the 
following described property, lying and being situated in the City of 
Springfield, County of Hampden, Commonwealth of Massachusetts, and being more 
particularly described as follows: 13, 821 square feet of the building at 90 
Brookdale Drive, for a term of five (5) years beginning on the first day of 
January 1997, and ending on the last, day of December, 2001, to be occupied 
for the purpose of manufacturing and related activities only, (and said 
Demised Premises are to be used in no other manner and for no other purposes 
whatsoever without the prior written consent of Lessor).


                             1.   LEASE PAYMENTS
                            AND EARLY TERM OPTION
                                       
   (A)Lessor shall yield and pay therefor the sum of Two Hundred forty-eight 
Thousand Seven Hundred Seventy-eight ($338,778.00) Dollars (the "Basic Rent") 
for the term of the Lease in monthly installments of Four Thousand One 
Hundred Forty-six and 30/100 ($4,146.30) Dollars on the first day of each 
month, monthly in advance as aforesaid, as the same shall fall due at the 
above address of Lessor or wherever directed to make such payments by Lessor.
   
   (B)   During the original term of the Lease, Lessee may terminate this 
Lease by serving written notice on Lessor, which notice would be an executed 
Termination Agreement suitable for recording.  In such event, this Lease 
shall terminate sixty (60) days after the date of the notice and for that 
sixty (60) day period Lessee will be responsible for all expenses and lease 
payments required under this Lease.  Upon receipt of such notice, Lessor 
shall take reasonable action to lease the premises to another tenant and 
shall use its best efforts to do so.

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<PAGE>

Thereafter, Lessor and Lessee shall have no further rights, duties or 
obligations under this Lease, or any part thereof, except that all rents, 
taxes and other monetary obligations for the period prior to the notice must 
also be paid.  All improvements located in the Demised Premises on the date 
of the notice shall become the property of Lessor except the Lessee shall 
have the right to remove trade fixtures, equipment, furnishings, signs and 
other identifying characteristics.  Lessee agrees to promptly repair any 
damage done to the Demised Premises by the removal of any of those items.


                             2.   LESSEE'S DUTIES
                                       
   Lessee shall, at its own cost and expense, throughout the term of this 
Lease, and so long as it shall remain in possession of the Demised Premises, 
keep and maintain in good repair, all portions of the building or buildings 
located upon the Demised Premises including all fixtures, and equipment, 
appurtenances, machinery therein which are brought into and become a part of 
the Real Estate, and all glass, including, but not limited to, plate glass, 
window panes, etc., except that the Lessor shall be responsible for all roof 
repairs and maintenance; furthermore, Lessee shall keep the plumbing work, 
closets, pipes and fixtures belonging thereto in good repair, and keep the 
water pipes and connections free from ice and all other obstructions, to the 
satisfaction of the municipal, and/or any other governmental authority, 
during the term of this Lease.  Lessee shall not overload the carrying 
capacity of the floors of the Demised Premises and will keep the electrical 
system, roof and any and all other interior and exterior portions of the 
building in good repair.  Likewise, it shall be the obligation of Lessee to 
keep and maintain in good repair, the sidewalks, driveways, curbs and parking 
areas, if any, adjoining the Demised Premises, or forming a part thereof, 
including also the land, which it will keep properly landscaped and cut, and 
will keep the sidewalks, driveways and parking areas free from ice and snow.  
It is distinctly understood and agreed that the preceding sentences do 
require maintenance of said building or buildings and fixtures, equipment, 
appurtenances and machinery in excellent condition and Lessee shall at all 
times keep and maintain same in such condition as to minimize, so far as is 
practicable, by usual care and repairs, the effects of use, decay, injury and 
destruction of said property; Lessor recognizes that certain depreciation, by 
reason of increasing age and use, is unavoidable.  Lessee, so long as it 
shall remain in possession of the Demised Premises, shall keep and maintain 
all portions of the premises, the improvements thereon, the appurtenances,

                                       2
<PAGE>

machinery, equipment, and fixtures therein, in such condition as to prevent any
loss, damage or injury to the persons, property, businesses, business or
occupations of any other persons permitted by Lessee to be in or about the
Demised Premises, owners, occupants and invitees of adjoining premises, and
persons upon the adjacent portions of the street in front of the Demised
Premises. At the termination of this Lease, Lessee shall deliver up the Demised
Premises in as good a condition as at the beginning of the term, natural
deterioration, depreciation and damage by fire and the elements only excepted.
Lessor shall not be required to furnish any services or Facilities to make any
improvements, repairs or alterations in or to the Demised Premises during the
term of this Lease.


                     3.   LESSEE'S ACCEPTANCE OF PREMISES
                                       
   Lessee agrees to accept possession of the Demised Premises in their 
present condition, and to allow for changes in such condition which may occur 
by reasonable deterioration between the date hereof, and the date that Lessee 
actually occupies said premises.


                          4.   LESSEE'S HOLD HARMLESS
                                       
   All property of every kind which may be on said Demised Premises during 
the term hereof, shall be at the sole risk of Lessee or those claiming under 
it and the Lessor shall not be liable to Lessee, or to any other person 
whatsoever, for any injury, loss or damage to any person or property in or 
upon said Demised Premises, or upon the sidewalks and alleyways contiguous 
thereto. Lessee hereby covenants and agrees to assume all liability for or on 
account of any injury, loss or damage above described, and to save Lessor 
harmless therefrom.  Furthermore, Lessor shall not be liable to Lessee or to 
Lessee's patrons, employees, licensees, permittees, or visitors, for any 
damage to person or property caused by the act or negligence of any other 
tenant of said Demised Premises, or due to the building on said premises or 
any appurtenances thereof being improperly constructed, or being or becoming 
out of repair, nor for any damages from any defects or want of repair of any 
part of the building of which the Demised Premises form a part, but Lessee 
accepts said premises as wholly suitable for the purposes for which same are 
leased and accepts the building and each and every appurtenance thereof and 
waives defects therein, and further agrees to hold Lessor harmless from all 
claims for any such damage. It is further especially understood and agreed 
that Lessor shall not be liable for any failure of water supply, gas supply, 
or electric

                                       3
<PAGE>

current, or for injury or damage which may be sustained to person or property 
by Lessee or any other person, caused by or resulting from steam, 
electricity, gas, water, rain, ice, or by snow or other liquid, which may 
leak or flow from or into any part of said building or caused by the 
breakage, leakage, obstruction or other defect of pipes, wiring, appliances, 
plate glass, plumbing or lighting fixtures of the same, or by the condition 
of said premises or any part thereof, or by the elevator, if any, or by the 
street or subsurface, or from any other source, or by any other cause 
whatsoever, whether said damage or injury shall be caused by or be due to the 
negligence of Lessor, Lessor's agents, servants, employees or not, nor shall 
Lessor be liable for interference with light or other incorporeal 
hereditaments, provided such interference is caused by anyone other than the 
landlord, nor shall Lessor be liable for such interference from operations by 
or for governmental agencies in construction of any public or quasi-public 
work.


                             5.   ADDITIONAL RENT
                                       
     Lessee shall pay three quarters of the water, sewer, electric, gas, 
trash removal, taxes, assessments, betterments and all other expenses and 
utilities and will pay three quarters of all municipal, state or federal 
taxes assessed against Lessor as it relates to Lessor's ownership of Demised 
Premises or imposed upon the Demised Premises as the same shall become due 
during the term of this Lease, all of which shall be considered as additional 
rent.  Lessor shall not be required to furnish any services or facilities to 
make any improvements, repairs or alterations in or to the Demised Premises 
during the term of this Lease.  It is the intention of the parties hereto 
that the rent payable hereunder be net to the Lessor so that this Lease shall 
yield to Lessor the fixed annual rent specified in Section 1 hereof without 
reduction or set off whatsoever and that all costs, expenses and obligations 
of every kind and nature relating to the Demised Premises shall be paid by 
Lessee, except as otherwise expressly provided herein.


                         6.   GOVERNMENTAL REGULATIONS
                                       
   Lessee agrees that it will promptly execute and fulfill all ordinances and 
regulations of the state, county, city and other governmental agencies 
applicable to said Demised Premises, and all ordinances imposed by any 
governmental unit or department for the correction, prevention and abatement 
of nuisances in or upon or

                                       4
<PAGE>

connected with said Demised Premises during the term of this Lease, at 
Lessee's sole expense and cost and will ensure that no hazardous waste or any 
waste will be disposed on the premises in violation of Chapter 21E of the 
Mass.  General Laws or any federal, state or local ordinance, law, rule or 
regulation.
   
   
                     7.   ASSIGNMENT, SUBLEASE, HAZARDS
                                       
      Lessee shall not assign this Agreement, nor underlet the whole or any 
part of the Demised Premises, or make any alteration in or to the building 
without the consent of Lessor first obtained in writing, and shall not occupy 
or permit or suffer same to be occupied for any business or purpose deemed 
extrahazardous on account of fire, and it shall be lawful for Lessor at all 
reasonable times and hours to enter into and upon said Demised Premises to 
examine the condition thereof.


                              8.   FIRE NOTICE
                                       
   Lessee shall, in case of fire or other casualty, give immediate notice in
writing to Lessor, who shall thereupon cause the damage to be repaired
forthwith, provided materials, supplies and labor are reasonably available; if
any portion of the premises is rendered unfit for occupancy, the rent shall be
apportioned for the period of time required to make the repairs, according to
the part of the premises, if any, which remains usable by Lessee.  If the
entire building shall be destroyed, then within thirty (30) days after the fire
or other casualty, either Lessor or lessee may cancel this Lease by notice in
writing to the other, effective as of the date of the mailing of the written
notice.
   

                                 9.   SIGNS
                                       
   Lessee shall not place, paint or otherwise affix any signs at, on or about
the premises, or any part thereof, except as and where first approved in
writing by Lessor which approval shall not be unreasonably withheld, and Lessor
shall have the right to remove any sign or signs in order to paint the building
or premises or make any other repairs or alterations, but nothing herein shall
be construed to require or obligate Lessor, at any time or in any manner, to
paint the building or premises or make any other repairs or alterations;
provided, however, that it is distinctly understood and agreed by and between
Lessor and Lessee that Lessor expressly reserves and retains unto Lessor the
surface of the roof of the Demised Premises for erection and maintenance
hereon, by Lessor or by

                                       5
<PAGE>

any organized advertising agency authorized by Lessor, of sign or signs, 
advertising the business or products of Lessor or of any other person, firm 
or organization, save and except such products, or person, firm or 
organization as may be in active and direct competition with the business and 
products of Lessee; and Lessor, at all reasonable times and hours, shall have 
the right of ingress and egress to and from said roof, for the purpose of 
erecting and maintaining such sign or signs, provided, however, that the 
exercising of such rights of ingress and egress by Lessor shall not interfere 
materially with the normal operations of Lessee's business.
   
   
                               10.   BREACH
                                       
   In the event of a breach or threatened breach by Lessee of any of the 
agreements, conditions, covenants or terms hereof, Lessor shall have the 
right of injunction to restrain same, and the right to invoke any remedy 
allowed by law or in equity, as if specific remedies, indemnities or 
reimbursements were not herein provided for.  Furthermore, the rights and 
remedies given to Lessor in this Lease are distinct, separate and cumulative 
rights and remedies and no one of them, whether or not exercised by Lessor 
shall be deemed to be in exclusion of any of the others.


                        11.   BINDING AGREEMENTS
                                       
   The agreements, conditions, covenants and terms herein contained, shall in 
every case, apply to, be binding upon and inure to the benefit of the 
respective parties hereto, their heirs, executors, administrators, successors 
and assigns, with the same force and effect, as if specifically mentioned in 
each instance where a party hereto is named, provided, however, that no 
assignment or underletting by Lessee in violation of the provisions of this 
Lease, shall vest in any such assignee or undertenant any right or title in 
or to the leasehold estate hereby created.
   
   
                              12.   WAIVER
                                       
   No assent, expressed or implied, by Lessor to any breach of any of 
Lessee's covenants, agreements, conditions or terms hereof, shall be deemed 
or taken to be a waiver of any succeeding breach of any covenant, agreement, 
condition or term hereof.

                                       6
<PAGE>
                                       
                      13.   CONDITION ON TERMINATION
                                       
   It is especially understood and agreed that boilers, engines, machinery, 
hangers, pulleys, shafting and fixtures and all personal property placed on 
the Demised Premises by the Lessee may be removed by Lessee at the 
termination of this Lease, provided  Lessee shall not then be in default of 
the performance of any of its agreements, conditions, covenants or terms 
hereof, and provided further, that the building shall be left by Lessee, 
substantially as well equipped as it is at the beginning of the term, and 
provided further, that no such property shall be removed by Lessee if such 
removal should permanently injure or dismantle said building, and provided 
further that the removal of any such property, shall be effected within five 
(5) days after the expiration of the said term, and all damage caused to said 
premises by such removal shall be repaired by Lessee at its own cost and 
expense.
               
               
                           14.   ALTERATIONS
                                       
   Lessee shall not make alterations, additions or improvements to the 
Demised Premises or the building thereon, without the prior written consent 
of Lessor, and after such consent has been given, unless otherwise agreed 
upon in writing, all alterations, improvements and additions made by Lessee 
upon the Demised Premises, although at his own cost and expense, shall, at 
the option of Lessor, remain upon the premises at the expiration of this 
Lease and become the property of Lessor in fee simple, without other action 
or process of law.
   

                              15.   PENALTY
                                       
     In the event Lessee shall make default in the performance of any of the 
agreements, conditions, covenants or terms herein contained, Lessor, 
immediately, or at any time thereafter (no obligation, however, being imposed 
upon Lessor, to do so) may perform the same for the account of Lessee, and 
any amount paid or any expense or liability incurred by Lessor in the 
performance of same, shall be deemed to be additional rent payable by Lessee 
for the Demised Premises, together with six percent (6%) interest thereon 
from the date of payment by the Lessor to the date of repayment, and the 
same, at the option of Lessor, may be added to any fixed rent then due

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<PAGE>

or thereafter falling due hereunder; and Lessor shall have the right to enter 
upon said Demised Premises for the purpose of correcting or remedying said 
default and to remain therein until same shall have been corrected or 
remedied.


                           16.   LANDLORD'S LIEN
                                       
   Lessor shall have a statutory landlord's lien and in addition, Lessor hereby
   is given an express landlord's lien as security for the fixed rent herein
   reserved, as well as any of the other charges or expenses elsewhere
   hereinabove or hereinafter designated as "additional rent" upon all of the
   goods, wares, chattels, implements, fixtures, furniture, tools, machinery,
   and other personal property which Lessee now, or at any time hereafter,
   placed in or upon the Demised Premises, all exemptions of said property or
   any part of it, being hereby waived.
                                       
                                       
                           17.   SUBORDINATION
                                       
     Lessee hereby especially covenants and agrees that this Lease shall be 
subject and subordinate to any mortgage or mortgages now or hereafter placed 
on the Demised Premises.  Lessee agrees to enter into reasonable 
Non-Disturbance and Attornment Agreements with Lessor's mortgagee(s) upon 
Lessor's request.


                          18.   LESSOR COVENANT
                                       
   Lessor hereby covenants and agrees that Lessee shall and will, upon 
payment of all of the rents and all other sums of money herein provided to be 
paid by Lessee, upon fully observing and performing the covenants and 
agreements herein provided to be observed and performed by Lessee, quietly 
and peaceably possess and enjoy said above Demised Premises, unless said 
Lease is sooner terminated under and in accordance with any of the provisions 
herein or elsewhere contained providing for such termination.
   


                            19.   INSURANCE
                                       
   The Lessee shall maintain (with respect to the Demised Premises and the 
property of which the Demised Premises are a part) comprehensive public 
liability insurance in the amount of Three Million ($3,000,000.00)

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Dollars and with property and fire damage insurance in limits of Seven 
Hundred Fifty Thousand ($750,000.00) Dollars and damage to others' property 
of One Million ($1,000,000.00) Dollars in responsible companies qualified to 
do business in Massachusetts and in good standing therein insuring the Lessor 
as well as Lessee against injury to persons or damage to property as 
provided.  In addition, Lessee shall keep all insurance required by law of 
any business or employer.  The Lessee shall deposit with the Lessor 
certificates for such insurance at or prior to the commencement of the term, 
and thereafter within thirty (30) days prior to the expiration of any such 
Policies.  All such insurance certificates shall provide that such policies 
shall not be canceled without at least thirty (30) days' prior written notice 
to each insured named therein.  All such policies will name Lessor as a loss 
payee and Lessor's mortgagee as mortgagee and Lessee will provide a copy of 
such policy within thirty (30) days of receipt by Lessee.
   
   
                    20.   RENTAL PAYMENTS AND DEFAULT
                                       
   If Lessee shall fail to pay any installment of rent or additional expenses 
hereinabove designated as "additional rent," or any of the taxes, 
assessments, charges, or other sums of money, shall not be paid as and when 
same becomes due and payable hereunder, and such failure shall continue for a 
period of ten (10) days from the due date, or if Lessee shall fail to keep 
and perform, promptly any other affirmative covenant of this Lease in 
accordance with the provisions hereof and such failure shall continue for a 
period of thirty (30) days after receipt by Lessee or written notice thereof 
from Lessor, the Lessor may, at its option, declare this Lease and all of its 
provisions to be terminated, and enter into the Demised Premises or any part 
thereof, with or without process of law, and expel Lessee or any person 
occupying the same in or upon said premises, and repossess and enjoy the 
Demised Premises as in Lessor's former estate in which event Lessor may 
remove from the Demised Premises all of the personal property of Lessee and 
Lessor shall make reasonable efforts to relet the Demised Premises, applying 
said rent from the new tenant on this Lease.  In the event of Lessor's 
repossession of the Demised Premises as set forth above, Lessee shall remain 
liable for the equivalent amount of rent reserved hereunder and the amount of 
the other costs which Lessee has agreed to pay under Clause 1 and Clause 5 
hereunder and the cost of maintaining insurance required to be maintained by 
Lessee pursuant to

                                       9
<PAGE>

the provisions of this Lease, payable to Lessor as rent or damages, as the 
case may be, on the successive rent dates herein provided and Lessor may 
recover periodically such amounts on the successive rent dates, together with 
reasonable costs of re-letting including reasonable brokers and attorney's 
fees, and reasonable expenses incurred by Lessor in restoring the building 
and improvements to good condition and repair, but excluding costs of 
renovation or remodeling the building and improvements. However, if the 
default requires repairs that cannot, with due diligence, be cured prior to 
the expiration of thirty (30) days from the date of receipt of the notice 
provided for above, and if Lessee commences within thirty (30) days after the 
date of notice to eliminate the cause of such default and proceeds diligently 
and with reasonable dispatch to take all steps and do all work required to 
cure such default, then Lessor shall not have the right to declare this Lease 
terminated by reason of such default.

   If Lessee shall fail to pay any installment of rent or additional rent 
promptly on the day same shall all become due and payable hereunder, and such 
failure shall continue for a period of five (5) days after such due date, 
then Lessee shall pay a late charge equal to five percent (5%) of such 
installment of rent and/or additional rent.
   
   If Lessee should fail to make any payment or cure any default hereunder 
within the time herein provided, Lessor, without being under any obligation 
to do so and without thereby waiving such default, may make such payment 
and/or remedy such other default for the account of Lessor and thereupon 
Lessee shall be obligated to, and hereby agrees to pay to Lessor, all 
reasonable costs, expenses and disbursements, including reasonable attorney's 
fees incurred by Lessor in taking such remedial action, together with 
interest thereon at the rate of twelve percent (12%) per annum.


                              21.   NET LEASE
                                       
   Anything herein contained to the contrary notwithstanding, the intention, 
of this Lease is that it be a net lease.  All expenses of any kind and 
nature, whether specifically mentioned herein or not, of the building and 
land, the Demised Property shall be the responsibility of Lessee and 
considered as additional rent, which monies shall be due immediately upon 
presentation.

                                       10
<PAGE>
                                       
                             22.   CONDEMNATION
                                       
   It is especially understood and agreed by and between Lessor and Lessee that
in the event the Demised Premises are condemned for public use by any
governmental agency, municipal, county, State or Federal, this Lease shall
cease and terminate and be of no further effect, and Lessee shall have no claim
or demand of any kind or character in and to any award made to Lessor by reason
of such condemnation.
   
   
                           23.   LESSOR'S OWNERSHIP
                                       
   It is expressly understood and agreed by and between Lessor and Lessee 
that in the event that Lessor herein shall not be the owner of the premises 
herein demised, but shall hold a lease of the property of which the Demised 
Premises are a part, then the resulting sublease is and shall remain subjects 
to all of the terms and conditions of such existing Lease to Lessor, so far 
as they may be applicable to the premises herein demised.


                              24.   INSPECTIONS
                                       
At all times during the term of this Lease, Lessor shall have the right by 
itself, his agents and employees, to enter into and upon the Demised Premises 
during reasonable business hours for the purpose of examining and inspecting 
the same and determining whether Lessee shall have complied with all of its 
obligations hereunder in respect to the care and maintenance of the premises, 
the repair and rebuilding of the improvements thereon when necessary, and all 
other terms and conditions hereof.


                          25.   ADDRESS OF PAYMENT
                                       
   Lessee especially covenants and agrees to pay and discharge all reasonable 
costs, attorney's fees, and expenses that may be incurred by Lessor in 
enforcing the covenants, agreements, conditions and terms hereof, and all of 
the same shall be payable to Lessor in Springfield, Hampden County, 
Massachusetts or at some other address as directed by Lessor in writing.

                                       11
<PAGE>
                                       
                            26.   LEASEHOLD ESTATE
                                       
   Lessee shall have no power to do any act or to make any contract that may 
create or be the foundation for any lien upon the present or other estate of 
the leasehold and Demised Premises, or upon any of the buildings or 
improvements thereon, except as herein or elsewhere specifically provided; 
and should any such lien be created or filed, Lessee, at his own cost and 
expense, shall liquidate and discharge same in full within ten (10) days 
after the filing thereof, and should Lessee fail to discharge the same, that 
shall constitute a breach of Lessee's covenant herein.

   
                          27.   CONDITION OF PREMISES
                                       
   Lessee agrees that in taking this Lease, it is governed by its own 
inspection of the premises and its own judgment of its desirability for its 
purposes, and has not been governed or influenced by any representation of 
Lessor as to the condition and character of the building upon the premises, 
or as to the earning capacity thereof; that no agreements, stipulations, 
reservations, exceptions, or conditions whatsoever have been made or entered 
into in regard to said premises or this Lease, which will in any way vary, 
contradict or impair the validity of this Lease or of any of its terms and 
conditions, and that no modification of this Lease shall be binding unless it 
be in writing and executed and acknowledged in due form for recording by all 
of the parties hereto.  Furthermore, Lessee takes this Lease and the Demised 
Premises subject to all recorded easements and restrictions affecting the 
occupation and use thereof, and subject to all statutes, ordinances and 
regulations of competent governmental authority affecting the occupancy and 
use thereof, the construction and maintenance of improvements thereon, and 
the businesses and occupations to be engaged in by Lessee, in force now and 
subsequently during the term of this Lease.


                          28.   LEASE CLAUSE EFFECT
                                       
   Any word, group of words, phrase, sentence, paragraph or provision herein 
prohibited by law, or decision by a court of final jurisdiction shall be 
ineffective to the extent of such prohibition without invalidating the 
remaining provisions hereof.

                                       12
<PAGE>
                                       
                          29.   TIME OF THE ESSENCE
                                       
   Whenever any payment is to be made under this Lease, at or within a time 
stated, and whenever any act is to be done under this Lease, by either party, 
at or within a stated time, time shall be of the essence of this Agreement.
                                       
                                       
                                30.   NOTICES
                                       
   Any notice from Lessor to Lessee relating to the Demised Premises, or to 
the occupancy thereof excepting any notice of payment, shall be duly served 
if addressed to Lessee by United States Certified Mail, Return Receipt 
Requested, to Lessee. Any notice from Lessee to Lessor, shall be sent by 
United States Certified Mail, Return Receipt Requested, to Lessor.


                              31.   HOLDING OVER
                                       
   It is distinctly understood and agreed by and between the Lessor and the 
Lessee that any holding over by Lessee of the herein Demised Premises after 
the expiration of this Lease shall operate and be construed only as a tenancy 
from month-to-month, terminable at the will of Lessor, at a monthly rental of 
One Hundred Fifty (150%) percent of the monthly rental payment due under the 
terms of the Lease and all other expenses required under the terms of the 
Lease.


                       32.   LESSOR ENTERING PROPERTY
                                       
   It shall be lawful for Lessor, or its agents, at any time within sixty 
(60) days before the expiration of the term of this Lease, to enter upon the 
Demised.  Premises and to affix upon any suitable part thereof a notice or 
notices for the leasing of same, and the Lessee agrees not to remove any such 
notice or notices or permit any of its employees, licensees or permittees to 
remove same.
   

                            33.   OPTION TO RENEW
                                       
   Provided Lessee has not defaulted in any of the terms, conditions and 
provisions hereof, Lessee shall have the privilege of renewing and extending 
the term hereof for a period of five (5) years, beginning on the first day of 
January, 2002, and terminating on the last day of December, 2006, upon the 
same terms, conditions and provisions hereunder in Clause 35, except that 
such renewal and extension shall contain two (2) further options or

                                       13
<PAGE>

renewal privileges of the same nature and the same terms; provided, however, 
that in order to exercise this option, Lessee shall and must give Lessor 
written notice by United States Certified Mail, Return Receipt Requested, of 
its intention to exercise said option no later than the ninetieth (90th) day 
before the expiration of said Lease, otherwise, the option becomes null and 
void.
      
      
                        34.   COST OF OPTION TO RENEWS
                                       
     A.    INCREASE ON OPTION  TO RENEW.  The "Consumer Price Index for Urban 
Wage Earners and Clerical Workers, U.S. City Average, All Items (1967 =100)" 
(hereinafter referred to as the "Price Index") published by the Bureau of 
Labor Statistics of  the U.S. Department of Labor, or any comparable 
successor or substitute index designated by the Lessor appropriately 
adjusted, as of January 1, 1997 is hereinafter called the "Base Price Index."
 
       B.  Commencing as of the first day of each optional Terms, there shall 
be an adjustment (hereinafter referred to as "Adjustment") in the annual 
Basic Rent calculated by multiplying Fifty-Nine Thousand One Hundred Twenty 
Four ($59,124.00) Dollars by a fraction, the numerator of which shall be the 
Price Index for the beginning of the Lease period and the denominator of 
which (for each such fraction) shall be the Base Price Index; PROVIDED, 
HOWEVER, no Adjustment shall reduce the Basic Rent as previously payable in 
accordance with this Article or in Article 1 of this Lease and the Lease 
increase in any event shall not be more than twenty (20%) percent nor less 
than fifteen (l5%) percent of the prior Lease term expiring, except with 
respect to the first Option Term.

       C.  In the event the Price Index ceases to use the 1967 average of 100 
as the basis of calculation, or if a substantial change is made in the terms 
or number of items contained in the Price Index, then the Price Index shall 
be adjusted to the figure that would have been arrived at had the manner of 
computing the Price Index in effect at the date of this Lease not been 
changed.

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                                35.   UTILITIES
                                       
   Lessee is responsible for any damage caused to the building because of 
heat shutdowns or other utility shutoffs or shutdown.
   
   Lessor shall have no obligation to provide utility service or equipment 
other than the utilities and equipment within the premises as of the 
commencement date of this Lease.  In the event Lessee requires additional 
utilities or equipment, the installation and maintenance thereof shall be the 
Lessee's sole obligation, provided that such installation shall be subject to 
the written consent of the Lessor.
   
   
                             36.   SEPARABILITY
                                       
   If any provision of this Lease or portion of such provision or the 
application thereof to any person or circumstances is held invalid, the 
remainder of the Lease (or the remainder of such provision) and the 
application thereof to other persons or circumstances shall not be affected 
thereby.


                         37.   COMPLETE AGREEMENT
                                       
   The undersigned agrees that the aforesaid Lease contains all of the terms 
of the tenancy, and it has not relied on any other oral representations not 
contained herein.
   
   IN WITNESS WHEREOF, the Parties to this Agreement have hereunto set their 
hands to duplicate originals, the day and year first above-written, after 
having first noted and approved all erasures, interlineations, insertions, 
strike-outs and strike-overs and have attached the votes of their respective 
Board of Directors authorizing the named party to sign this Lease.
   


                                   Blackstone Medical, Inc.
                                    Lessor
                                   

                                    By: /s/ Matthew Lyons
                                        ------------------------
                                            Its President

                                    Brimfield Precision, Inc.
                                    
                                    Lessee

                                    By: /s/ Christopher J. Lemek
                                        -------------------------
                                             Its Controller

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