LEASE AGREEMENT

     THIS LEASE AGREEMENT is made and entered into, in duplicate,  this 15th day
of May 1997, by and between  B.M.S.  Management,  Inc., a Missouri  Corporation,
(hereinafter  called "Lessor"),  whose address is 615 Albemarle,  St. Joseph, MO
64501,  and  Snorkel,  a  Division  of Figgie  International,  Inc.,  a Delaware
corporation,  (hereinafter  called Lessee"),  whose address is 400 Jules Street,
Suite 400, P.O. Box 1160, St. Joseph, MO 64502.

                                   WITNESSETH:

     1. LEASED  PREMISES.  Lessor  hereby leases to Lessee and Lessee rents from
Lessor a portion of that real  property in  Doniphan  County,  Kansas,  commonly
known and referred to as the "Pascoe" property,  located on Groh Road,  Wathena,
KS 66090,  said  leased  area  containing  approximately  54,808  square feet of
building  space,  all as more fully described in Exhibit "A" attached hereto and
made a part hereof, together with all of the easements,  rights, privileges, and
appurtenances  thereunto  belonging and together with all fixtures of every kind
whatsoever now or hereafter  owned by the Lessor and used or procured for use in
connection  with the operation and  maintenance of the above  referenced  leased
premises, hereinafter referred to as "Premises".

     2. TERM. The term of this Lease shall be for a

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base period of Five (5) years,  commencing  on July 1, 1997,  and ending on June
30, 2002. Said five (5) year period is hereinafter referred to as "Term".

     3.  USE.  Lessee  agrees  that it  will  use the  leased  premises  for its
production  and/or storage purposes and for any other lawful purposes,  and that
it will use said premises in a safe, lawful and reasonable manner, and commit no
waste thereon.
        
     4. RENT.  Lessee  agrees  without  demand to pay to Lessor at P.O. Box 458,
Elwood, Kansas 66024, or at such place as Lessor may from time to time designate
in writing,  as rent for the Premises the sum of Eleven Thousand Six Hundred One
and 03/100  ($11,601.03)  per month,  in  advance,  upon the 1st day of each and
every calendar month during the term of this Lease. Lessee to pay, as additional
rent,  its pro-rata  share of Common Area  Maintenance  Expenses as estimated in
Exhibit  "B" upon  submission  by Lessor  of  invoices  reflecting  the true and
correct  amount of said expenses.  A late payment  penalty equal to five percent
(5%) of the monthly rental due shall be paid by Lessee any time a rental payment
is not paid on or before  five (5) days  after the rental  due date.

     5. TAXES.  Lessee shall be responsible  for and pay a pro-rated  portion of
all real estate  taxes  relating to the "Pascoe"  property and all  improvements
thereon incidental to the building occupied by LESSEE. In addition

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to the monthly rental payment as hereinabove provided, Lessee shall pay 31.4% of
1/12th of the annual real estate taxes and  assessments  associated the "Pascoe"
property,  the same  being due and  payable  on the 1st day of each,  and every,
month of the lease term. The pro-ration herein provided for shall be made on the
basis of the total tax liability for the preceding  year.  The amount of payment
shall be  adjusted  in January of each year to reflect any changes in the amount
of  taxes  and  assessments  but  shall  initially  be the sum of  Nine  Hundred
Thirty-Nine Dollars and Sixty-Nine Cents ($939.69) per month based upon the 1996
tax statement,  such being the last available tax statement. Any real estate tax
increase  occasioned by improvements or additions made by Lessee to the Premises
shall be paid in full by Lessee and any real estate tax increases  occasioned by
improvements  or additions  made by Lessor to any other  portion of its property
shall be paid in full by Lessor.

     6. ALTERATIONS AND INSTALLATIONS DURING TERM AND REMOVAL OF IMPROVEMENTS BY
LESSEE.

        (a) Lessee  shall  have the right  during the term of this Lease to make
such interior  alterations,  changes or improvements in the Premises,  as may be
proper and  necessary  for the  conduct of  Lessee's  business  and for the full
beneficial  use of said  Premises,  provided  Lessee  shall  pay all  costs  and
expenses thereof, shall make such

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alterations, changes and improvements in a good and workmanlike manner and shall
comply with all  applicable  laws and  building  regulations.  Lessee  agrees to
completely and fully indemnify  Lessor against any Mechanic's Lien or other lien
or  claims  in  connection  with the  making of such  alterations,  changes  and
improvements.

        (b)  The  Leasehold   improvements,   furnishings  and  trade  fixtures,
electrical panels,  cranes and such other operating  equipment  installed in the
Premises by Lessee and paid for by the Lessee  shall  remain the property of the
Lessee and may be removed by Lessee upon the termination of this Lease, provided
that  Lessee  shall  repair  any  damages  caused by the  removal of any of such
improvements as are affixed to the Premises and require severance.
        
     7. REPAIRS AND MAINTENANCE.

        (a) Lessee,  at its sole cost and expense,  shall be responsible for the
normal routine  maintenance and minor repairs of the plumbing,  electrical,  and
heating systems presently located within the Premises;  provided, however, in no
event  shall  Lessee  be  responsible  for  any  capital  or  major  repairs  or
replacement of parts instant thereto,  this responsibility  being assumed by the
Lessor.  For the purpose of applying this  paragraph,  any single repair costing
over $500.00 for labor and/or material shall be considered major.  Additionally,
Lessor shall be responsible for all maintenance costs exceeding $1,000.00

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aggregate  for labor and/or  material for any one  mechanical  system or kind of
repair in any lease year, regardless of the single repair cost. Lessor covenants
to keep the Premises and  sidewalks  in a clean and orderly  condition,  free of
dirt,  rubbish,  snow and ice, and Lessee  shall pay its  pro-rata  share of all
costs  associated  therewith as estimated in Exhibit "B" and upon the submission
of copies of invoices reflecting the true and correct amount expended therefore.

        (b)  Subject  to Lessee  paying  its  pro-rated  share of those  matters
addressed  in Exhibit  "B",  Lessor  will keep and  maintain  the  parking  lot,
landscaping,  exterior structure, foundation, common areas, floor and roof areas
of the Premises in good  condition and repair and will make any major repairs to
or replace  any  fixtures  such a  plumbing,  electrical,  and  heating  systems
situated  in or  upon  the  Premises  on  the  date  hereof  or  any  extension.

        (c)  Notwithstanding  any other terms or  condition  of this  agreement,
Lessee  specifically  agrees  to take all  necessary  and  reasonable  steps and
measures to not subject the balance of Lessor's property to exposure from smoke,
fumes,  dust and  other  such  substances,  and to  remain  in  compliance  with
"Distribution  Center  Standards" which standards are attached hereto and made a
part hereof by reference.

     8. INSURANCE.

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        (a) Lessee, at its sole cost and expense,  shall maintain General Public
Liability Insurance against claims for injury or wrongful death, occurring upon,
in, or about the leased premises in amounts not less than $1,000,000 combined in
respect to injury or wrongful death to any person and for all persons in any one
accident.  Lessee  shall  deliver to Lessor,  upon  request,  a  certificate  of
insurance to evidence that Lessee has obtained such  insurance and that premiums
have been paid thereon.

        (b) It is the  intention  of the parties  hereto  that the Lessor  shall
assume  the  full  risk of  damages  to the  Premises  and to any and all of its
fixtures, equipment or personal property in or upon the Premises, resulting from
any of the perils  insured  against in the Standard  Fire and Extended  Coverage
Insurance Policy or the Standard Sprinkler Leakage Insurance Policy,  regardless
of cause or origin and that in the event of a loss  Lessor  shall be entitled to
any and all insurance  payments made in  connection  therewith.  Lessee shall be
responsible  for  and  pay,   thirty-one  point  four  percent  (31.4%)  of  the
aforementioned  insurance premiums.  Payment of said premiums shall be pro-rated
for the period that the Premises is occupied by Lessee and shall be payable on a
quarterly basis. Upon request by LESSEE,  LESSOR shall evidence the existence of
the aforementioned  insurance policies with premiums paid current.  Lessee shall
be

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totally responsible for any and all insurance premium increases occasioned by or
attributable  to its use or  occupancy  of the  Premises or its  operations  and
activities  thereon.  Lessee shall also be totally responsible for any insurance
premium increases caused by or attributable to improvements which it has made to
the Premises. Lessor shall not be responsible for any loss or damage to Lessee's
property or the  property  of any third  party  which may be  situated  upon the
Premises and Lessee shall maintain such insurance coverage as it deems necessary
and appropriate to cover possible  damage to or loss of said property.  Further,
LESSEE shall not be responsible for increases in insurance  premiums  occasioned
by LESSOR or other occupants of LESSOR'S property.

     9.  UTILITIES.  Lessee shall pay for all  utilities  and  services  used or
consumed by Lessee  upon the  Premises  and shall pay any  charges  made for the
installation of new or additional  connections or modifications in such services
made  during  the term  hereof or made in order to meter the  utilities  used by
Lessee, or made in order to meter the utilities used/consumed by Lessee.

     10.  SIGNS.  Lessee may place signs on the  Premises  advertising  Lessee's
business or products;  said sign(s) shall not interfere  with Lessor' s existing
signage. Lessee agrees to remove such sign(s) upon termination of

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this Lease or any extension  thereof,  and to repair own expense,  any damage to
the Premises caused removal and if the sign (s) be painted on a wall or surface,
to restore that wall or surface to its former condition. Lessee agrees to obtain
from Lessor  written  consent to display  specific  signage as may be  required,
provided,  however,  that such  consent  shall not be  unreasonably  withheld or
delayed.

     11. ASSIGNMENT AND SUBLETTING. Lessee agrees that without the prior written
consent of the Lessor, Lessee will not assign, sublet, or mortgage this lease or
any right or interest therein, provided, however, that such consent shall not be
unreasonably  withheld or delayed  and  provided  further  that in any event the
Lessee shall have the right to sublet to any  subsidiary  corporation of Lessee,
or to any corporation which shall be the result of a merger,  consolidation,  or
reorganization with Lessee.

     12.  LESSOR'S RIGHT TO ENTER  PREMISES.  Lessee agrees to permit Lessor and
any  authorized  representative  of the  Lessor  to enter  the  Premises  at all
reasonable  times  during usual  business  hours or at any other time in case of
emergency,  for the purpose of inspecting  the same or for any other  reasonable
purpose,  including such  maintenance and repair which are the obligation of the
Lessor under this Lease.

     13. DAMAGE OR DESTRUCTION OF PREMISES. Lessor

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and Lessee agree that if, at any time during the continuance of this lease,  the
Premises  shall be  destroyed,  be damaged,  or be in any  condition so as to be
unfit for  occupancy by LESSEE for LESSEE'S  purposes  (all  hereinafter  called
"Injury"),  and such injury could  reasonably be repaired within sixty (60) days
from the  happening  of such  injury,  then  Lessee  shall  not be  entitled  to
surrender  possession  of the Premises;  but in case of any such injury,  Lessor
shall repair the Premises  with all  reasonable  speed and shall  complete  such
repairs  within sixty (60) days from the  happening  of such injury,  and if not
completed within said sixty (60) days, Lessee shall have the option to terminate
this Lease immediately; and, if Lessee shall have been deprived of the occupancy
of any portion of the Premises during the aforementioned repair period, the rent
for the period of the  repairs  shall be abated.  If the  Premises be so injured
that such injury could not  reasonably  be repaired  within sixty (60) days from
the happening of such injury,  this Lease shall be  considered  terminated as of
the date of the  happening  of such  injury or LESSEE may advise  LESSOR that it
elects to extend the period  for such  repairs  for an  additional  one  hundred
twenty (120) days. In the event of such extension of the repair period, the rent
for such period shall be abated.

     14.  EMINENT  DOMAIN.  If,  during the term of this Lease or any  extension
thereof, proceedings shall be

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instituted  under  the  power  of  Eminent  Domain  which  shall  result  in the
termination of this Lease or action for possession, this Lease shall be void and
this Lease shall cease and.  terminate;  and if Lessee shall thereafter continue
in  possession  of the  Premise  or any part  thereof,  it shall be a lease from
month-to-month  and  for no  longer  term  anything  in this  instrument  to the
contrary  notwithstanding;  and the whole of any award  payable by reason of any
condemnation  proceedings  shall be the sole  property  of and be payable to the
Lessor . The Lessee  shall be  entitled to seek its  separate  award for loss of
business and for removing and  relocation  of trade  fixtures and  machinery and
shall be entitled to the whole of any such reward.

     15. NO IMPLIED  WAIVER BY LESSOR OR LESSEE.  No waiver of any of the terms,
covenants, provisions, conditions, rules and regulations required by this Lease,
and no waiver of any legal or equitable relief or remedy shall be implied by the
failure of Lessor or Lessee to assert any rights,  or to declare any forfeiture,
and no waiver of any of said terms, provisions, covenants, rules and regulations
shall exist unless such be in writing signed by the Lessor or the Lessee.

     16.  VACATION OF PREMISES.  Lessee shall deliver up and surrender to Lessor
possession of the Premises upon the termination of this lease in as good

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condition  and  repair  as the same  shall be at the  commencement  of said term
except  for wear,  tear,  and  decay;  destruction  or  damage by the  elements,
lightning,   earthquake,  acts  of  God,  invasion,  insurrection,  riot,  civil
commotion,  military or usurped power, eminent domain, or other perils set forth
in  this  Lease;  and  except  for  Lessor's   responsibility  for  repairs  and
maintenance as set forth in Paragraph 7 of this lease.  Upon the  termination of
this lease and  vacation of the  Premises  Lessee  shall  employ all  reasonable
efforts to  restore  the  Premises  to  "Distribution  Center  Standards"  which
Standards are attached hereto and made a part hereof by reference.

     17. HOLDING OVER. If, at the  expiration of the Term,  Lessee  continues to
occupy the  Premises,  such holding over shall not  constitute a renewal of this
lease, but Lessee shall be a tenant from month-to-month.

     18. ENVIRONMENTAL   MATTERS.   Lessee  shall  conduct  its   operations  in
compliance  with all  federal,  state and local laws and  regulations  regarding
hazardous,   dangerous  or  toxic  materials  or  substances.  Lessee  shall  be
responsible  for  cleaning  up or  otherwise  properly  rectifying  any  and all
environmental  hazards  or  problems  which  it,  its  employees,   its  agents,
contractors,  sub-contractors,  licensees,  or  invitees  may  intentionally  or
unintentionally  create upon the Premises or upon any other  portion of Lessor's
property during the Term, and

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shall fully indemnify Lessor with respect to any costs,  expenses,  penalties or
liabilities  which  Lessor  may be  subject  to as a result  thereof.  A Phase I
environmental  audit dated October 14, 1994 was conducted by Environmental Audit
Co.,  of  Topeka,  Kansas  with  respect  to the  "Pascoe"  property  and LESSOR
represents  that  no  visual  indications  or  records  were  found  to  suggest
mismanagement  of chemicals or hazardous  waste  materials at this site.  In the
event Lessor  reasonably  believes that any activity  engaged in by Lessee,  its
agents or invitees may have created an  environmental  problem upon its property
exposing  LESSOR to the  possibility  of fines or penalties  by local,  State or
Federal  governments Lessor shall, prior to the termination of this lease or any
renewal   thereof,   have  the  right  to  demand  that  LESSEE  cause   another
environmental audit be conducted by a qualified firm mutually agreed upon by the
parties hereto.  The  expense/cost of said audit shall be borne by Lessee should
the audit indicate an  environmental  problem or condition was created or caused
by Lessee, and shall be borne by LESSOR in the event the audit indicates that no
environmental problems or condition was caused by LESSEE.

     19.  REMEDIES  ON  DEFAULT.  If Lessee at any time  during the term of this
Lease:

        (a) Shall default in the  observance or  performance  of any of Lessee's
obligations hereunder,

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including the obligation to pay rent, and such default shall not have been cured
within twenty (20) days after Lessor shall have given to Lessee  written  notice
specifying such default,  provided,  however,  that if the default complained of
shall be of such  nature that the same  cannot be  completely  remedied or cured
within  such  twenty  (20)  day  period,  then  such  default  shall  not  be an
enforceable  default against Lessee for the purposes of this paragraph if Lessee
shall have commenced to remedy the default complained of during such twenty (20)
day  period  and shall  proceed  with  reasonable  diligence  and in good  faith
therewith; or

        (b) Shall finally and without  further  possibility of appeal or review,
(i) be  adjudicated  bankrupt or  insolvent,  or (ii) have a receiver or trustee
appointed for all or  substantially  all of its business or assets on the ground
of Lessee' s  insolvency,  or (iii)  suffer an order to be entered  approving  a
petition filed by or against Lessee seeking  reorganization  of Lessee under the
Federal  Bankruptcy  Laws, or any other  applicable law or statute of the United
States or any state thereof; or

        (c) Shall make an assignment  for the benefit of its creditors or file a
voluntary  petition in  bankruptcy,  then in any such event;  Lessor may, at its
option,  terminate  this Lease and re-enter  Premises and remove all persons and
property therefrom using such forces as may be

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reasonably  necessary.  In the event of such  re-entry  by  reason  of  Lessee's
default,  the Lessor shall re-rent the Premises for such rent, for such term and
upon such other terms and provisions as Lessor may in good faith obtain;  and if
this Lease has not been terminated in the above manner,  the Lessee shall not be
released  from its  obligations  for rent  during  the  term  hereof,  provided,
however,  that any surplus of funds received by the Lessor after such re-renting
which exceeds the rental to be paid by the Lessee hereunder shall be retained by
the Lessor.

     20. NOTICES. Any notices or consent required to be given by or on behalf of
either  party upon the other shall be in writing and shall be given by Certified
Mail  addressed to the Lessor at such place last  designated  for the payment of
rent,  and to the Lessees at the address shown above or at such other address or
addresses as may be specified from time to time, in writing, to the other party.

     21.  SEVERABILITY.  Each  covenant,  agreement,  or condition of this Lease
shall be valid and  enforceable to the fullest  extent  permitted by law. If any
portion of this Lease or the application  thereof in any circumstances  shall to
any extent be  invalid  or  unenforceable,  the  remainder  of this lease or the
application of such portion to circumstances  other than those as to which it is
invalid or unenforceable shall not be affected thereby.

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     22. QUIET  ENJOYMENT.  Lessor  hereby  covenants  and agrees that it is the
owner in fee simple of the Premises, and that if Lessee shall perform all of the
covenants and  agreements  herein  stipulated to be performed on Lessee's  part,
Lessee shall at all times during the  continuance  hereof have the peaceable and
quiet  enjoyment  and  possession  of the Premises  without any manner of let or
hindrance from Lessor or any person or persons  lawfully  claiming the Premises,
except in the  event of the  taking of the  Premises  by public or  quasi-public
authority,  as provided for in Paragraph 16  hereinabove.  Lessor shall have the
right, at any time or from time to time during the continuance of this Lease, to
mortgage or refinance a mortgage on the Premises or any part  thereof,  the lien
of which  may,  at the option of the  Lessor,  be prior to any  interest  of the
Lessee  hereunder;  but such  encumbrance  shall be subject to an limited by the
following express condition:

        (a) The  mortgage,  trust  deed,  or  other  instruments  creating  such
encumbrance or a separate  instrument  establishing a binding  obligation on the
lienor shall contain  provisions  under the terms of which the existence of this
Lease shall be recognized and shall provide the terms,  covenants and conditions
in this Lease contained on its part to be kept and performed, neither the holder
of such encumbrance nor any holder or owner of the

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indebtedness  secured  thereby,  nor any other  person  shall  have any power to
impair,  modify,  abrogate,  or adversely  affect the rights of the Lessee under
this lease or any renewal thereof.

     23. SUCCESSORS AND ASSIGNS.  The terms,  covenants and conditions contained
in this  lease  shall bind and inure to the  benefit  of Lessor and Lessee  and,
except as otherwise provided herein,  their legal  representatives,  successors,
distributees and permitted assigns.

     24. CHOICE OF LAW. This lease shall be governed and construed in accordance
with the laws of the State of Kansas.

     25. INDEMNIFICATION.

        (a) Lessor hereby agrees to indemnify,  hold harmless, and defend Lessee
of and from any and all  liability,  damage,  costs,  and  charges  which may be
imposed upon,  incurred by, or asserted  against  Lessee by reason of any of the
following  occurrences:  (i) any breach of the covenants or  obligations  of the
agreement;  (ii) any act,  whether  proper or  improper,  of  Lessor;  (iii) any
negligence  on the  part  of  Lessor  or  its  employees,  agents,  contractors,
subcontractors,  licenses or invitees;  or (iv) any personal  injury or property
damage occurring on or about the Premises as a result of Lessor's failure and/or
violations of any applicable  statutes,  laws or  ordinances;  (v) any claims or
demands asserted that may arise out of

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local  state or federal  laws,  rules or  regulations  concerning  environmental
matters that may have occurred prior to commencement of the term.

        (b) Lessee hereby agrees to indemnify,  hold harmless, and defend Lessor
of and from any and all  liability,  damage,  costs,  and  charges  which may be
imposed upon,  incurred by, or asserted  against  Lessor by reason of any of the
following  occurrences:  (i) any breach of the covenants or  obligations of this
Lease; (ii) any act, whether proper or improper, of Lessee; (iii) any negligence
on the part of Lessee or its  employees,  agents,  contractors,  subcontractors,
licenses or invitees;  or (iv) any personal injury or property damage  occurring
on or about the Premises as a result of Lessee's  failure  and/or  violations of
any applicable statutes, laws or ordinances.

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

                                        B.M.S. Management, Inc.


                                        By: /s/ Daniel E. Means
                                            ------------------------------------
                                            Snorkel, a Division of
                                            Figgie International Inc.


                                        By: /s/ Richard A. Solon
                                            ------------------------------------
                                            Richard Solon, President


STATE OF KANSAS, COUNTY OF DONIPHAN, SS:

     The above and foregoing instrument was executed

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and  acknowledged  for and on  behalf of B.M.S.  Management,  Inc.  by Daniel E.
Means,  Vice  President/Secretary  and was executed and  acknowledged for and on
behalf of Snorkel,  a division of Figgie  International  Inc. by Richard  Solon,
President of Snorkel.


                                        /s/ Jackie A. Wyatt
                                        ----------------------------------------
                                        Notary Public

My Appointment Expires:  8/6/97
                         ------------------