LEASE AGREEMENT

                                Existing Building
                                 (Multi-Tenant)

STATE OF KANSAS         )
                        )
COUNTY OF DONIPHAN      )


         This Lease  Agreement  ("this  lease"),  made and  entered  into by and
between SJ  ASSOCIATES,  L.P.,  a Texas  limited  partnership  ("Landlord")  and
Snorkel-Economy, a division of FIGGIE INTERNATIONAL, INC. ("Tenant");

         1. Premises and Term. In  consideration  of the obligation of Tenant to
pay rent as provided in this lease,  and in  consideration  of the other  terms,
provisions,  and covenants of this lease,  Landlord hereby demises and leases to
Tenant, and Tenant hereby takes from Landlord that certain approximately 182,320
square feet of rentable area (the  "Premises")  described and  delineated on the
demising plan contained in Exhibit A attached hereto and incorporated  herein by
this  reference,  situated  within  a  building  (the  "Building"),   containing
approximately  283,609 square feet located on certain real property (the "Land")
within the  above-named  county  and state and more  particularly  described  on
Exhibit B attached hereto and incorporated herein by this reference.

         To Have  and to Hold the  Premises,  subject  to the  other  terms  and
provisions of this lease,  for a term commencing on February 1, 1994 (subject to
Paragraph 25) and ending sixty (60) months thereafter.  Tenant acknowledges that
it has  inspected  the  Premises  and  accepts  the  Premises  in their  present
condition as suitable for the purpose for which the Premises are leased.  Tenant
further  acknowledges that no  representations as to the repair of the Premises,
nor  promises  to alter,  remodel,  or improve the  Premises,  have been made by
Landlord.

         2.  Rent.  Tenant  agrees  to pay to  Landlord  rent for the  Premises,
without deduction,  set off, or abatement, for the term hereof, the annual fixed
rental in the sum of  $364,640.00,  payable in equal  installments of $30,386.67
per  month.  One  such  monthly  installment  shall  be due and  payable  on the
commencement date recited above, and a like monthly installment shall be due and
payable in advance  without demand on or before the same day of each  succeeding
month during the hereby demised term. Notwithstanding anything contained in this
lease to the contrary, all amounts payable by Tenant to or on behalf of Landlord
under this lease, whether or not expressly denominated as rent, shall constitute
rent for the  purposes of this lease and for purposes of Section  502(b)(7)  (or
comparable  provision of any future  bankruptcy  law) of the Federal  Bankruptcy
Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code").



<PAGE>


         3.  Disclaimer  of  Warranties.  Except as expressly  set forth in this
lease,  neither  Landlord  nor  any  officer,   partner,   agent,  employee,  or
representative of Landlord,  makes or has made any warranties or representations
of any kind or character,  express or implied,  with respect to the Premises, or
any portion thereof, its physical condition,  income to be derived therefrom, or
expenses to be incurred with respect thereto, its fitness or suitability for any
particular  use, its  habitability,  or any other matter or thing relating to or
affecting the same. There are no oral agreements, warranties, or representations
collateral  to or affecting the Premises or any portion  thereof,  except as may
otherwise be expressly set forth in this lease.  Landlord and Tenant each hereby
agree that the Premises are leased in an "as is" condition.

         4. Use.

         A. The Premises  shall be used,  to the extent  permitted by applicable
law, and only for the purpose of receiving,  storing,  manufacturing,  shipping,
and selling (other than retail) products, materials, and merchandise made and/or
distributed  by Tenant and for such other lawful  purposes as may be  incidental
thereto.  Tenant  shall at its own  cost and  expense  obtain  and at all  times
maintain  any and all licenses and permits  necessary  for any such use.  Tenant
shall comply with all governmental laws, ordinances,  and regulations applicable
to the use of tile  Premises  and shall  promptly  comply with all  governmental
orders and directives for the correction, prevention, and abatement of nuisances
in, upon, or connected with the Premises, all at Tenant's sole expense.  Without
Landlord's prior written consent,  Tenant shall not receive, store, or otherwise
handle any  product,  material,  or  merchandise  which is  explosive  or highly
inflammable or any material which may be corrosive or otherwise  damaging to the
Premises or any appurtenances thereto or any hazardous substance (as hereinafter
defined). Tenant will not, without Landlord's prior written approval, permit the
Premises to be used for any purpose  which would  render the  insurance  thereon
void  or the  insurance  risk  more  hazardous  or the  premiums  therefor  more
expensive.  In the  event  any such use of the  Premises,  or any part  thereof,
whether  approved by Landlord or not,  shall ever cause the insurance  rates for
policies carried by Landlord to increase,  Tenant shall pay, as additional rent,
the full amount by which such  insurance  rates increase as a result of Tenant's
use,  without regard to whether such policy covers areas other than the Premises
so long as such other covered areas are adjacent  thereto or otherwise  affected
by Tenant's hazardous use. Further,  Tenant will not introduce into the Premises
or use therein any equipment or fixtures which might be reasonably expected,  to
cause damage to the Premises or unreasonable  interference with the occupants of
adjacent premises. Additionally, Tenant shall not store any products, materials,
or  merchandise  outside the exterior  walls or interior  demising  walls of the
Premises  without  Landlord's  prior written  consent.  Tenant shall  indemnify,
defend and hold  Landlord  and  Landlord's  officers,  stockholders,  employees,
agents,  invitees, and guests harmless from all damages, costs, losses, expenses
(including,  but not limited to, reasonable  attorneys' fees,  engineering fees,
and clean-up  costs) arising from or attributable to any breach by Tenant of its
obligations in this Paragraph 4. Tenant's  obligations  hereunder  shall survive
the termination of this lease.

         B. For all purposes herein, the term "Environmental Laws" means (i) the
Resources  Conservation Recovery Act as amended by the Hazardous and Solid Waste
Amendments  of 1984,  as now or hereafter  amended,  42 U.S.C.  Sections 6901 et
seq., (ii) the Comprehensive Environmental Response,  Compensation and Liability
Act as amended by the Superfund

<PAGE>

Amendments  and  Reauthorization  Act of 1986, as now or hereafter  amended,  42
U.S.C.  Sections 9601 et seq.,  ("CERCLA")  (iii) the Clean Water Act, as now or
hereafter  amended,  33 U.S.C.  Sections 1251 et seq., (iv) the Toxic Substances
and Control Act, as now or hereafter amended,  15 U.S.C.  Sections 2601 et seq.,
(v) the Clean Air Act, as now or hereafter amended,  42 U.S.C.  Sections 7401 et
seq.,  and (vi) every other  applicable  foreign,  federal,  state or local law,
rule,   regulation,   ordinance,   binding  determination  of  any  governmental
authority, or order, each as amended from time to time, that govern or relate to
the protection of the environment and/or the health or safety of the public from
occupational hazards, soil, air or water pollution, or from spilled,  deposited,
discharged or otherwise emplaced contamination.

         C. For all purposes herein,  the term "hazardous  substance" shall mean
and include  every  substance or waste  containing  any  "hazardous  substance,"
"pollutant"  or  "contaminant,"  as those  terms are  defined in  CERCLA,  every
"hazardous   chemical"  as  defined  in  the  Occupational   Safety  and  Health
Administration  Hazard Communication  Standard, 29 C.F.R. ss. 1910.1200 et seq.,
and every other substance or waste similarly  defined or identified in any other
applicable foreign,  federal, state or local law, rule, regulation or ordinance,
each as amended  from time to time,  governing  or  related to the  manufacture,
import,  use,  handling,  storage,  processing,   release  or  disposal  of  any
substances or wastes deemed hazardous,  toxic,  dangerous or injurious to public
health or safety or to the environment. Hazardous substance includes, but is not
limited to, asbestos,  asbestos-containing  materials, petroleum or any fraction
thereof,  petroleum-based  products,   polychlorinated  biphenyls  (PCBs),  urea
formaldehyde   foam   insulation,    pesticides,    fungicides,    insecticides,
rodenticides,  explosives, corrosive materials, flammable materials, radioactive
materials,  infectious  wastes,  radon gas,  lead  paint,  fumes that impair the
quality of the indoor  air,  and any other  materials  that may pose a danger to
public health or safety or to the  environment,  the Land, the Leased  Premises,
the Building or to persons on or about the Leased Premises or the Building.

         D. Landlord  represents  and  warrants  to Tenant that to the best of
Landlord's  actual  knowledge,  but without any  specific  inquiry or testing,
that:

            (i)    there are no on-going  releases of hazardous  substances  and
                   there is no ongoing  treatment,  storage or  disposal  of any
                   hazardous  substances  in,  at,  under or from the Land,  the
                   Leased  Premises or the Building  other than minor amounts of
                   cleaning fluids, office supplies, pest control materials, and
                   similar  items used by  Landlord  or tenants in the  ordinary
                   course of business;

            (ii)   except  as  specified  in  clause  (i)  above,  there  are no
                   hazardous  substances  located in, at, under, on or about the
                   Leased Premises or the Building, including but not limited to
                   any hazardous  substances in groundwater  or surface  waters,
                   contained in soil, tanks, sumps, ponds, lagoons, barrels,


                                       3
<PAGE>


                   cans  or  other  containers,   structures  or  equipment,  or
                   incorporated in any building,  structure or improvement on or
                   in the Land, the Building or the Leased  Premises,  including
                   any building material containing asbestos;

           (iii)   there is no pending or threatened environmental litigation or
                   claim for damages,  enforcement action,  administrative order
                   or notice of  violation  relating to any  Environmental  Laws
                   concerning the Land, the Leased Premises or the Building; and

           (iv)    Landlord has not received any request for information, notice
                   of claim,  demand or other  notification that Landlord or any
                   other  past or present  owner or  operator  of the Land,  the
                   Leased   Premises  or  the   Building   may  be   potentially
                   responsible or liable for any actual or threatened release of
                   hazardous substances in, at, under, on or about the Land, the
                   Leased Premises or the Building.

         E. Landlord agrees to defend,  indemnify,  and hold harmless Tenant and
Tenant's officers, stockholders, employees, agents, invitees and guests from and
against any and all claims, actions, demands, threats, obligations, obligations,
penalties, fines, liabilities, settlements, damages, costs, losses, and expenses
(including, without limitation,  reasonable attorneys' fees and consultant fees,
court costs,  litigation  expenses and fees, and costs and expenses  incurred in
enforcing  this  indemnity)  of  whatever  kind or  nature,  known  or  unknown,
contingent or otherwise, arising out of or in any way related to:

                (i) the presence,  on the date hereof (but not hereafter) of any
          hazardous  substances  in,  under,  on, or about the Land,  the Leased
          Premises,  or  the  Building,   and  any  personal  or  bodily  injury
          (including  wrongful  death) or property  damages  (real or  personal)
          arising out of or relating to any such presence of hazardous substance
          on the date hereof (but not hereafter).

                (ii) any  violation of  Environmental  Laws existing on the date
          hereof  (but not  hereafter)  with  respect  to the Land,  the  Leased
          Premises, or the Building.

                (iii) any breach of the representations set out in subsection D.
          above.

The  provisions  of this section  shall be in addition to any other  obligations
and/or  liabilities  Landlord  may have to Tenant at law or in equity  and shall
survive the transaction contemplated herein and the termination of this Lease.

         F. If  either  Landlord  or  Tenant  acquires  any  knowledge  of  or
receives  any  notice  or  other  information  regarding  (i) the  release  or
threatened release of any hazardous substances,



                                       4
<PAGE>


or (ii) any noncompliance  with regard to any  Environmental  Laws affecting the
Land, the Leased Premises or the Building, the party so acquiring such knowledge
shall  immediately  notify the other party  orally and  promptly  thereafter  in
writing  and provide to the other  party  copies of any written  notice or other
information.

         5. Taxes.

         A. Subject to the provisions of Paragraph 5.B,  Landlord  agrees to pay
before they become delinquent all taxes, assessments (both general and special),
or  governmental  charges  (hereinafter  collectively  referred  to as  "taxes")
lawfully levied or assessed against the Building or any part thereof;  provided,
however,  Landlord  may, at its sole cost and expense (in its own name or in the
name of both Landlord and Tenant as it may deem appropriate) dispute and contest
the same,  and in such case such  disputed  item need not be paid until  finally
adjudged to be valid and any right to appeal has lapsed.  At the  conclusion  of
such contest, Landlord shall pay the items contested to the extent that they are
held valid,  together  with all items,  court  costs,  interest,  and  penalties
relating  thereto.  Tenant  shall  also have the right to  contest  the taxes in
Tenant's name and at Tenant's expense,  and Landlord shall reasonably  cooperate
with any such contest by Tenant.

         B. Landlord shall notify Tenant of the amount of taxes actually paid by
Landlord  for each tax  year  during  the term  hereof,  which  amount  shall be
prorated  between Tenant and all other tenants of the Building based on Tenant's
Share  (hereinafter  defined).  Tenant shall pay to Landlord  within thirty (30)
days of written  notice by Landlord of the amount  thereof as  additional  rent,
Tenant's  Share of such  amount;  and the failure by Tenant to make such payment
when due shall be  treated as a failure  to make  payment of rent when due.  Any
payment to made  pursuant to this  Paragraph 5.B with respect to the real estate
tax year in which this lease  commences or terminates  shall bear the same ratio
to the payment  which would be required to be made for the full tax year as that
part of such tax year  covered  by the  term of this  lease  bears to a full tax
year.  Landlord's  real estate tax statements with respect to the Building shall
be made  available  for  inspection  by  Tenant  at  Landlord's  offices  during
Landlord's business hours.

         C. Notwithstanding  anything contained in Paragraph 5.B above, Landlord
shall have the right to  estimate  the amount of taxes for each year  during the
term of this  lease and  deliver  written  notice to  Tenant of  Tenant's  Share
thereof,  which  Tenant shall pay to Landlord on a monthly  basis as  additional
rent in the same manner as that  provided  in  Paragraphs  6.D and 6.E;  and the
failure by Tenant to pay  Tenant's  Share of such  amount  each  month  shall be
treated in the same manner as a failure to make payments of rent when due.

         6. Landlord's Repairs and Common Area Obligations.





                                       5
<PAGE>

         A. Landlord shall at its sole cost and expense maintain or replace,  as
applicable,  only the roof,  foundation,  and the  structural  soundness  of the
exterior  walls  of the  Building  in good  repair,  reasonable  wear  and  tear
excepted. In addition,  Landlord shall replace the roof mounted air blowers when
repair is not  economically  feasible and replacement is required.  Tenant shall
maintain  such air  blowers  and  repair  them as  needed  so long as  repair is
economically feasible.  Tenant shall repair and pay for any damage caused by the
negligence or willful  misconduct of Tenant, or Tenant's  employees,  agents, or
invitees,  or caused by Tenant's  default  hereunder.  The term  "walls" as used
herein shall not include windows. Tenant shall immediately give Landlord written
notice of any defect or need for  repairs,  after  which  Landlord  shall have a
reasonable opportunity to repair same or cure such defect.  Landlord's liability
hereunder shall be limited to the cost of such repairs or curing such defect. In
addition,  Landlord shall be responsible for any  modifications to the structure
of the  Building  and/or any  portions  thereof  (outside  the  Leased  Premises
themselves)  that may be required  from time to time by  applicable  Law, to the
extent that such  modifications (i) are such that Landlord's failure to make the
modifications in question would have a material adverse effect upon Tenant's use
of the Leased  Premises,  and (ii) the  modifications in question are of general
application  to  structures  of this  type  used for  general  light  industrial
purposes,  and are not  necessitated  by special  requirements  arising from the
particular use of the Leased Premises by Tenant.

         B. Subject to the  provisions  of Paragraph  6.C,  Landlord  shall take
reasonable care of the grounds around the Building,  including  mowing of grass,
care of shrubs and trees,  and  general  landscaping  and will keep the  parking
areas,  driveways,  and  alleys in a  reasonably  clean,  usable,  and  sanitary
condition.

         C. In addition to and separate from the rent payable under Paragraph 2,
Tenant shall pay to Landlord Tenant's Share of Maintenance  Charge  (hereinafter
defined), as adjusted from time to time, pursuant to the provisions  hereinafter
stated.  For  purposes  of this  lease,  the  following  terms  shall  have  the
hereinafter indicated meanings:

            (i) The phrase  "Maintenance  Charge" shall mean,  for each calendar
year (or portion  thereof)  during the term of this Lease,  the aggregate of all
costs and expenses paid or incurred by Landlord in connection  with insurance on
the Property,  the  performance of its  obligations  under Paragraph 6.B and all
reasonable  expenses  incurred by Landlord in connection  with the management of
the  Building.  The amount  used in  computing  the  Maintenance  Charge for any
particular  service or expense shall not exceed the  applicable  market rate for
comparable  services  or  deems  applicable  from  third  party  providers.  The
management  fee  included in the  Maintenance  Charge  shall be based upon three
percent (3 %) of base rentals.

            (ii) The term  "Tenant's  Share"  shall  refer  to a  fraction,  the
numerator  of which is the floor area (in square  feet) of the  Premises and the
denominator  of which is the aggregate  leasable  floor area (in square feet) in
all buildings (including the Building) now or hereafter



                                       6
<PAGE>

situated  on the Land as of the first day of January for the  relevant  calendar
year;   Landlord  and  Tenant   hereby   stipulate   that   Tenant's   Share  is
182,320/283,609 as of the commencement of the term hereof.

         D. Monthly during the first year of the term of this lease, Tenant will
pay to Landlord Landlord's estimate of the annual Maintenance Charge, monthly in
advance,  payable at the same time and place as the rent is  payable;  provided,
however,  if the lease term does not begin on the first day of a calendar month,
Tenant  shall pay a pro rata portion of such sum for such  partial  month;  such
applicable amount being,  herein referred to as the "Estimated Charge." Landlord
shall have the right to adjust such monthly estimate on an annual basis pursuant
to Paragraph 6.E hereof.

         E. At the end of each calendar year  occurring  during the term of this
lease (and  subsequent to the  expiration or other  termination of this lease if
such occurs on a date other than the last day of a calendar year), Landlord will
give  Tenant  notice of the total  amount(s)  paid by  Tenant  for the  relevant
calendar  year  together  with  the  actual  amount  of  Tenant's  Share  of the
Maintenance  Charge for such  calendar  year.  If the actual  amount of Tenant's
Share  of the  Maintenance  Charge  with  respect  to such  period  exceeds  the
aggregate  amount(s)  previously paid by Tenant with respect thereto during such
period,  Tenant shall pay to Landlord  the  deficiency  within  thirty (30) days
following notice from Landlord.  However, if the aggregate amount(s)  previously
paid by Tenant with respect  thereto  exceeds  Tenant's Share of the Maintenance
Charge for such  period,  then such  surplus  (net of any amounts  then owing by
Tenant to Landlord)  shall be credited  against the next ensuing  installment of
the Maintenance  Charge due hereunder by Tenant.  Landlord shall be entitled to,
in its  reasonable  discretion,  adjust  the  Estimated  Charge,  such  adjusted
Estimated  Charge  to be  payable  on  the  first  day  of  the  calendar  month
immediately  following  Landlord's  notice of such  adjustment  and to remain in
effect until further  notice from  Landlord.  Tenant shall have the right,  upon
reasonable notice and at Tenant's sole expense,  to examine  Landlord's  records
relating to the calculation of the Maintenance Charge.

         7.  Tenant's  Repairs.  Tenant  shall,  at its own  cost  and  expense,
maintain all other parts of the Premises, including but not limited to, windows,
doors  (including  overhead doors),  interior walls and finish work,  floors and
floor covering,  heating,  ventilating and air-conditioning  systems (subject to
Section 6.A relating to the roof-mounted air blowers),  gutters,  downspouts and
protective  posts therefor,  curbs,  dock boards,  dock bumpers,  dock revelers,
steps and landings,  plumbing work and fixtures,  and gas, electric,  water, and
other  utility  lines and shall take good care of the  Premises and its fixtures
and  suffer  no  waste.  Tenant  shall  keep  the  Premises  free  of  all  pest
infestation,  including,  but not limited to,  termites and  rodents,  and shall
maintain a regular  pest  control  prevention  program  unless  such  program is
maintained  by  Landlord  (in which case  Tenant  shall pay for  Tenant's  Share
thereof  as part of the  Maintenance  Charge).  Except  as set forth in the last
sentence of this Paragraph 7, Tenant shall not be





                                       7
<PAGE>

obligated  to repair  any  damage  caused by fire,  tornado,  or other  casualty
covered by items set forth under the extended coverage  provisions of Landlord's
fire  insurance  policy.  Tenant  shall  not use the rail spur  adjacent  to the
Premises, and Tenant shall not be responsible for maintaining or reimbursing the
rail  carrier  for the  maintenance  of such spur  track.  Tenant  shall also be
obligated to repair any damage to the Premises or any part thereof caused by the
negligent act or willful misconduct of Tenant, its agents, customers, employees,
or invitees  regardless of whether  Tenant would  otherwise be obligated to make
such repair by the provisions hereof.

         8. Alterations. Except for the initial improvements to be undertaken by
Tenant as provided in Section 25 hereof (which are hereby approved by Landlord),
Tenant shall not make any material  alterations,  additions,  or improvements to
the Premises without the prior written consent of Landlord.  Tenant may, without
the consent of  Landlord,  but at  Tenant's  own cost and expense and in a good,
workmanlike manner, make such minor alterations,  additions,  or improvements or
erect, remove, or alter such partitions, or erect such shelves, bins, machinery,
and  trade  fixtures  as it may  deem  advisable,  without  altering  the  basic
character of the Building or improvements,  without  affecting the structural or
loadbearing  elements of the Building or  improvements,  without  overloading or
damaging such Building or improvements  or any utility  systems  servicing same,
and without  interference to the other occupants of the Building or any other of
Landlord's tenants, and in each case complying with all applicable  governmental
laws,  ordinances,  regulations,  and other requirements.  At the termination of
this lease, Tenant shall, if Landlord, in its reasonable discretion,  so elects,
and at  Tenant's  sole cost and  expense,  remove  all  alterations,  additions,
improvements, and partitions erected by Tenant and restore the Premises to their
original condition;  otherwise, such improvements shall be delivered to Landlord
with the Premises.  Notwithstanding  the above,  Tenant shall not be required to
remove or restore the  following:  (i) exterior  entrance ramp and overhead door
need not be  removed,  (ii)  doors on the north wall need not be  reopened,  and
(iii) Tenant installed showers and restrooms need not be removed.  All shelves,
bins, machinery, and trade fixtures installed by Tenant may be removed by Tenant
at the  termination of this lease,  if Tenant so elects,  so long as no event of
default by Tenant is then in  existence,  and shall be removed  if  required  by
Landlord.  All such removals and  restorations  shall be accomplished in a good,
workmanlike  manner so as not to damage  the  primary  structure  or  structural
qualities of the Building and other improvements  situated on the Premises.  Any
fixtures  installed  in  the  Premises  by  Tenant  other  than  shelves,  bins,
machinery, and similar trade fixtures shall become the property of Landlord when
installed.

         9. Signs.  Tenant  shall  have the right to  install  signs  upon the
exterior of the Building and other improvements  situated on the Premises only
when first  approved  in  writing by  Landlord  (which  approval  shall not be
unreasonably  withheld or delayed) and subject to any applicable  governmental
laws,  ordinances,   regulations,   and  other  requirements  and  subject  to
applicable  restrictive  covenants,  if any. All of Tenant's existing signage,
if any, is hereby


                                       8
<PAGE>

approved by Landlord.  Tenant shall remove all such signs at the  termination of
this lease.  Such  installations and removals shall be made in such manner as to
avoid injury or  defacement of the Building and other  improvements  situated on
the Premises.

         10.  Inspection.  Landlord and  Landlord's  agents and  representatives
shall have the right to enter and inspect the Premises at any time during normal
business  hours and without  undue  interruption  to Tenant's  business  for the
purpose of  ascertaining  the condition of the Premises or in order to make such
repairs as may be required to be made by Landlord  under the terms of this lease
and for the  purpose of showing the  Premises  and the  Building to  prospective
mortgagees or purchasers.  During the period that is six (6) months prior to the
end of the term hereof, Landlord and Landlord's agents and representatives shall
have the right to enter the Premises at any time during  normal  business  hours
and without undue  interruption to Tenant's  business for the purpose of showing
the  Premises  to  prospective  tenants and shall have the right to erect on the
Premises a suitable sign indicating that the Premises are for sale or lease.

         11.  Utilities.  Landlord  agrees to provide  such water,  electricity,
telephone,  and other utility  service  connections  into the Premises as may be
presently  in place.  Tenant  shall pay all  charges  incurred  for any  utility
services used on or from the Premises and any maintenance charges for utilities,
shall be responsible for any costs  associated in any manner with any additional
utility connections to the Premises which Tenant may require,  and shall furnish
all electric light bulbs and tubes.  Payments for  electricity  and gas shall be
made directly to the supplier of such utility to the Premises,  and payments for
water and sewer  services  shall be prorated and paid to Landlord as part of the
Maintenance  Charge in  accordance  with  separate  meter  readings for Tenant's
space.  Landlord shall in no event be liable for any  interruption or failure of
utility services on the Premises caused by circumstances  not reasonably  within
Landlord's  control;  but Landlord will use reasonable  diligence to restore the
utilities as soon as reasonably possible.

         12. Assignment and Subletting.

         A.  Tenant  shall not assign this lease or sublet the whole or any part
of the Premises  without the prior  written  consent of Landlord,  which consent
shall not be  unreasonably  withheld or delayed.  In any event Tenant shall have
the right to assign the lease or sublease  the whole or any part of the Premises
to any subsidiary or affiliate of Tenant without Landlord's approval, so long as
Landlord is notified of any such  assignment  or sublease.  Notwithstanding  any
assignment or subletting, Tenant shall at all times remain fully responsible and
liable for the payment of the rent herein  specified and for compliance with all
of the other  obligations  imposed on Tenant  under the terms,  provisions,  and
covenants  of this  lease.  Upon the  occurrence  of an  "event of  default"  as
hereinafter  defined,  if the Premises or any part thereof are then  assigned or
sublet, Landlord, in addition to any other remedies herein provided, or provided
by law, may at its option  collect  directly from such assignee or subtenant all
rents or payments becoming due


                                       9
<PAGE>

to Tenant  under  such  assignment  or  sublease  and apply such rent or payment
against  any  sums  due to  Landlord  by  Tenant.  No such  collection  shall be
construed  to  constitute  a novation  or a release of Tenant  from the  further
performance of its obligations  under this lease.  Landlord shall have the right
to assign any of its rights under this lease.

         13. Fire and Casualty Damage.

         A. If the Premises should be damaged or destroyed by fire,  tornado, or
other casualty,  Tenant shall give immediate written notice thereof to Landlord.
Landlord shall, within thirty (30) days after such notice from Tenant, notifying
Tenant of Landlord's intention to repair or rebuild.

         B. If the Premises or the Building should be totally destroyed by fire,
tornado, or other casualty, or if either should be so damaged that rebuilding or
repairs  cannot be completed  within 120 days after the date upon which Landlord
is notified by Tenant of such damage,  this lease shall  terminate  and the rent
shall be abated during the unexpired  portion of this lease,  effective upon the
date of the occurrence of such damage.

         C. If the Premises or the Building should be damaged by fire,  tornado,
or other  casualty,  but only to such extent that  rebuilding  or repairs can be
completed  within 120 days after the date upon which  Landlord  is  notified  by
Tenant of such damage,  this lease shall not terminate,  but Landlord  shall, at
its sole cost and  expense,  proceed  with  reasonable  diligence to rebuild and
repair such Building to substantially the condition in which it existed prior to
such  damage,  except that (i)  Landlord  shall not be required to so rebuild or
repair if less than  twelve  (12)  months  remain in the term  hereof  after the
expiration of such 120-day  period,  and (ii) Landlord  shall not be required to
rebuild,  repair,  or replace any part of the  partitions,  fixtures,  and other
improvements  which  may have been  placed on the  Premises  by  Tenant.  If the
Premises are  untenantable  in whole or in part following such damage,  the rent
payable  hereunder  during the period the  Premises  are  untenantable  shall be
reduced in direct proportion to the usable space rendered  untenantable.  In the
event that Landlord  should fail to complete such repairs and rebuilding  within
120 days  after the date  upon  which  Landlord  is  notified  by Tenant of such
damage,  Tenant may, at its option,  terminate this lease by delivering  written
notice of termination  to Landlord  within thirty (30) days after the expiration
of such 120-day period, as Tenant's  exclusive remedy,  whereupon all rights and
obligations hereunder shall cease and determine.

         D.  Notwithstanding  anything herein to the contrary,  in the event the
holder of any  indebtedness  secured by a mortgage or deed of trust covering the
Premises requires that the insurance  proceeds be applied to such  indebtedness,
then Landlord shall have the right to terminate this lease by delivering written
notice of termination to Tenant,  whereupon all rights and obligations hereunder
shall cease and determine.


                                       10
<PAGE>

         E. Any  insurance  which may be carried by Landlord  or Tenant  against
loss or damage to the buildings and other improvements  situated on the Premises
shall be for the sole benefit of the party carrying such insurance and under its
sole control.

         F. Each of Landlord and Tenant  hereby  releases the other from any and
all liability or responsibility to the other or anyone claiming through or under
them by way of  subrogation  or  otherwise  for any loss or damage  to  property
caused by fire or any of the extended coverage  casualties covered or that would
be covered by standard  extended  coverage property policies (whether or not any
such policy is actually carried by the party sustaining the loss),  even if such
fire or other  casualty shall have been caused by the fault or negligence of the
other  party,  or anyone  for whom  such  party  may be  responsible;  provided,
however, that this release shall be applicable and in force and effect only with
respect to loss or damage occurring during such times as the releaser's policies
contain  a clause  or  endorsement  to the  effect  that any  release  shall not
adversely  affect or impair said policies or prejudice the right of the releaser
to recover  thereunder.  Each of Landlord and Tenant agrees that it will request
its insurance carriers to include in its policies such a clause or endorsement.

         G. Landlord covenants and agrees to maintain standard fire and extended
coverage insurance covering the Building (exclusive of any of Tenant's fixtures,
furnishings, and equipment attached thereto or located thereon) in an amount not
less than the replacement cost thereof  (exclusive of grading,  foundation,  and
below grade  facilities).  Landlord may maintain such other or further insurance
coverage as Landlord deems  necessary or  appropriate.  Landlord shall have. the
right to  estimate  the amount of the annual  premium for  Landlord's  insurance
policies,  and Tenant shall pay to Landlord on a monthly  basis,  as  additional
rent,  Tenant's  Share  of the  amount  of the  annual  premium  for  Landlord's
insurance  policies which Tenant shall pay to Landlord on a monthly basis in the
same manner as that provided in Paragraph 6.D and 6.E; and the failure by Tenant
to pay  Tenant's  Share of such  amount  each month shall be treated in the same
manner as a failure to make payments of rent when due.

         14.      Liability.

         A.  Landlord  shall not be liable  to  Tenant  or  Tenant's  employees,
agents,  patrons, or visitors, for any injury to person or damage to property on
or about the Premises and Building  caused by the  negligence  or  misconduct of
Tenant, its agents,  servants, or employees,  or caused by any improvements made
to the  Building  or Premises  by Tenant  and/or any portion of the  Building or
Premises  which are the  responsibility  of  Tenant  hereunder  becoming  out of
repair,  or caused by leakage of gas,  oil,  water,  or steam or by  electricity
emanating from the Premises,  and, subject to Section 13.F above,  Tenant agrees
to indemnify  Landlord and hold it harmless from any loss,  expense,  or claims,
including reasonable  attorneys' fees, arising out of any such damage or injury.
Notwithstanding anything contained to the contrary in this Agreement, any injury
to person or damage to property  caused by the  negligence of Landlord or by the
failure


                                       11
<PAGE>


of Landlord to repair and maintain  that part of the Premises or Building  which
Landlord  is  obligated  to repair  and  maintain,  including  the  maintenance,
replacement and repair of the foundation,  exterior  walls,  sidewalk,  roof and
roof  mounted  blower  units  (to  the  extent  of  Landlord's  responsibilities
therefor)  within a  reasonable  time after the  receipt of written  notice from
Tenant of needed  repairs or defects  shall be the liability of Landlord and not
of Tenant. Tenant shall procure and maintain throughout the term of this lease a
policy or policies of  insurance,  at its sole cost and expense,  insuring  both
Landlord and Tenant against all claims,  demands or actions arising out of or in
connection  with Tenant's use or occupancy of the Premises,  or by the condition
of the  Premises,  the limits of such  policy or policies to be in an amount not
less than  $1,000,000.00  in respect of any one  occurrence and in an amount not
less than $500,000.00 in respect of the property damaged or destroyed, and to be
written by  insurance  companies  qualified to do business in the state in which
the  Premises  are  located.  Such  policies or duly  executed  certificates  of
insurance  shall be promptly  delivered  to  Landlord  and  renewals  thereof as
required  shall be  delivered  to  Landlord  at least ten (10) days prior to the
expiration  of the  respective  policy terms.  All such  policies  shall contain
provisions  requiring  that the insurer give  Landlord not less than thirty (30)
days' prior written notice of the cancellation of such policies. Tenant shall be
deemed  in  compliance  with its  obligations  to  carry  insurance  under  this
Paragraph 14 if it is insured  under a blanket  policy  carried by an affiliated
company for the benefit of Tenant,  and such policy  meets the  requirements  of
this Paragraph 14, or if Tenant is insured under any other insurance meeting the
requirements of this Paragraph 14 whether  carried by Tenant,  or another entity
which may or may not be affiliated with Tenant.

         B.  Tenant  shall not be liable to Landlord  or  Landlord's  employees,
agents,  patrons,  or visitors for any injury to person or damage to property on
or about the Premises and Building  caused b the  negligence  or  misconduct  of
Landlord,  its agents,  servants,  or employees or caused by the portions of the
Building  and/or  Premises  that  are the  Landlord's  responsibility  hereunder
becoming out of repair. Landlord agrees to indemnify Tenant and hold it harmless
from any loss, expense, or claims, including reasonable attorney's fees, arising
out of any such damage or injury caused by the  negligence of Landlord or by the
failure of  Landlord  to repair and  maintain  that part of Premises or Building
which  Landlord is  obligated to repair,  replace and  maintain,  including  the
maintenance,   repair  and  replacement  of  the  foundation,   exterior  walls,
sidewalks,  roof and roof  mounted  blower  units (to the  extent of  Landlord's
responsibility  therefor),  within a  reasonable  time after  receipt of written
notice from Tenant of needed repairs or defects.

         15. Condemnation.

         A. If the whole or any substantial part of the Premises or the Building
or Land upon which the  Premises  are located  should be taken for any public or
quasi-public use under governmental law, ordinance,  or regulation,  or by right
of eminent  domain,  or by private  purchase in lieu  thereof,  this lease shall
terminate and the rent shall be abated during the


                                       12
<PAGE>


unexpired  portion of this lease,  effective  when the  physical  taking of said
Premises shall occur. For the purposes hereof "substantial part of the Premises"
shall be deemed to mean such portion of the Premises the loss of which would, in
Landlord's reasonable opinion,  materially lessen the usefulness of the Premises
to Tenant for the purposes for which Tenant is then using the Premises.

         B. If less than a  substantial  part of the Premises or the Building or
Land upon  which  the  Premises  are  located  shall be taken for any  public or
quasi-public use under any governmental  law,  ordinance,  or regulation,  or by
right of eminent  domain,  or by private  purchase in lieu  thereof,  this lease
shall not terminate, but the rent payable hereunder during the unexpired portion
of this  lease  shall be reduced  to such  extent as may be fair and  reasonable
under all of the circumstances.

         C. In the  event  of any  such  taking,  or  private  purchase  in lieu
thereof,  Landlord  and Tenant shall each be entitled to receive and retain such
separate  awards and/or  portion of lump sum awards as may be allocated to their
respective interests in any condemnation  proceedings;  provided,  however, that
"Tenant's  interests"  for purposes  hereof shall be limited to Tenant's  moving
expenses, trade fixtures,  equipment, loss of business, and the like, and Tenant
shall  have no right to any claim or award  based on the value of the  leasehold
estate or which would otherwise reduce the amount attributable to Landlord's fee
simple interest in the Building and Land.

         16. Holding Over.  Should Tenant, or any of its successors in interest,
hold over the Premises, or any part thereof, after the expiration of the term of
this lease, as may be renewed or extended,  unless  otherwise agreed in writing,
such  holding  over shall  constitute  and be construed as creating a tenancy at
will and sufferance  only but otherwise on the same terms and conditions of this
lease,  cancelable by Landlord on thirty (30) days written  notice,  at a rental
equal to 125% of the monthly rental provided for herein,  payable in full on the
first  day on  which  Tenant  holds  over  and on the  first  day of each  month
thereafter  during such  holdover  period  (prorated  for partial  months).  The
inclusion  of the  preceding  sentence  shall  not be  construed  as  Landlord's
permission for Tenant to hold over.

         17.  Quiet  Enjoyment.  Landlord  covenants  that it now  has,  or will
acquire  before  Tenant  takes  possession  of the  Premises,  good title to the
Premises, free and clear of all liens and encumbrances,  excepting only the lien
for current  taxes not yet due,  such  mortgage or mortgages as are permitted by
the  terms  of this  lease,  zoning  ordinances,  and  other  building  and fire
ordinances and  governmental  regulations  relating to the use of such property,
and easements, restrictions, and other conditions of record. Landlord represents
and warrants  that it has full right and  authority to enter into this lease and
that  Tenant,  upon paying the rental and  performing  its other  covenants  and
agreements  under the terms of this lease,  shall  peaceably  and quietly  have,
hold,  and  enjoy  the  Premises  for  the  term  hereof  without  hindrance  or
molestation


                                       13
<PAGE>

from  Landlord,  or anyone  claiming by,  through,  or under  Landlord,  but not
otherwise, subject to the terms and provisions of this lease.
 
        18. Events of Default. The following events shall be deemed to be events
of default by Tenant under this lease:

                (a)  Tenant  shall  fail to pay any  installment  of the rent or
        additional  rent or  shall  fail  to  perform  or  discharge  any  other
        obligation or liability of Tenant under this lease requiring the payment
        of money within ten (10) days after any such payment is due.

                (b) Tenant shall become  insolvent,  or shall make a transfer in
        fraud of  creditors,  or shall  make an  assignment  for the  benefit of
        creditors.

                (c) Tenant shall file a petition under any section or chapter of
        the  Bankruptcy  Code  or  under  any  present  or  future   bankruptcy,
        insolvency,  or similar law or statute of the United States or any state
        thereof heretofore or hereinafter  enacted;  or Tenant shall have such a
        petition  filed  against  it  involuntarily  and  such  petition  is not
        withdrawn  or  otherwise  removed  within  sixty  (60) days of its being
        filed; or Tenant shall be adjudged  bankrupt or insolvent in proceedings
        filed against Tenant thereunder.

                (d) A receiver, trustee, or custodian shall be appointed for, or
        shall  take  possession  of, all or  substantially  all of the assets of
        Tenant.

                (e)  Tenant  shall  abandon  any  substantial   portion  of  the
        Premises.

                (f) Tenant  shall fail to comply  with any term,  provision,  or
        covenant  of this lease or shall fail to  discharge  any  obligation  or
        liability  hereunder not  involving the payment of money,  and shall not
        cure any such  failure  within  thirty  (30) days after  written  notice
        thereof to Tenant,  provided that if such default is not  susceptible to
        cure within thirty (30) days,  Tenant shall be deemed to have cured such
        default if Tenant has commenced efforts to cure such default within such
        thirty  (30) day  period  and  diligently  pursues  and  completes  such
        curative actions within a reasonably prompt period of time thereafter.

        19.  Remedies.  Upon the  occurrence of any of such events of default by
Tenant,  except as may be otherwise  provided by applicable law,  Landlord shall
have the option to pursue any one or more of the following  remedies without any
notice or demand whatsoever:

                (a)   Terminate   this  lease,   in  which  event  Tenant  shall
        immediately  surrender  the  Premises to,  Landlord  without any payment
        therefor,  and if Tenant fails so to do, Landlord may, without prejudice
        to any other remedy which it may have for possession


                                       14
<PAGE>


        or  arrearages in rent,  enter upon and take  possession of the Premises
        and expel or remove  Tenant and any other  person  who may be  occupying
        such Premises or any part thereof, by any lawful means,  whether through
        judicial  process or otherwise,  without being liable for prosecution or
        any claim of damages  therefor;  and Tenant agrees to pay to Landlord on
        demand the amount of all loss and damage  which  Landlord  may suffer by
        reason  of such  termination,  whether  through  inability  to relet the
        Premises on satisfactory terms or otherwise.

                (b) Enter upon and take  possession of the Premises and expel or
        remove Tenant and any other person who may be occupying such Premises or
        any part thereof, by any lawful means,  whether through judicial process
        or  otherwise,  without  being liable for  prosecution  or any claim for
        damages  therefor,  and relet the  Premises,  in the name of Landlord or
        otherwise,  for such term or terms  (which may be greater or lesser than
        the period which would  otherwise  have  constituted  the balance of the
        term  of  this  lease)  and  on  such  conditions   (which  may  include
        concessions  or free  rent) as  Landlord,  in its sole  discretion,  may
        determine,  and  receive  the rent  therefor.  In the  event of any such
        re-entry or  dispossession,  Tenant shall not thereby be relieved of its
        liability and obligations under this lease, which shall survive any such
        re-entry  or  dispossession,  and in that  event  (i) the rent and other
        charges required to be paid by Tenant up to the time of such re-entry or
        dispossession   shall  become  due  and  payable,   together  with  such
        reasonable  expenses as  Landlord  may incur for  reasonable  attorneys'
        fees, brokerage commissions,  and/or expenses of putting the Premises in
        such condition as the Tenant under the provisions  hereof is required to
        maintain, or for preparing the same for reletting and (ii) Tenant or the
        legal  representatives of Tenant shall also pay Landlord,  as liquidated
        damages  for the  failure  of Tenant to  observe  and  perform  Tenant's
        covenants herein  contained,  an amount equal to the sum of (A) the base
        rental set forth in  Paragraph  2 hereof and (B) all  additional  rental
        payable by Tenant  under the  provisions  hereof,  as if this lease were
        still in effect, less the net amount, if any, of the rents and all other
        amounts  collected on account of the lease or leases of the Premises for
        each month of the period  which would  otherwise  have  constituted  the
        balance of the term of this lease as the same may theretofore  have been
        extended. In computing the amount of such liquidated damages there shall
        be  included  such  expenses as Landlord  may incur in  connection  with
        reletting,  including reasonable attorneys' fees, brokerage commissions,
        expenses of keeping the Premises in the condition  Tenant is required to
        maintain  under the  provisions of this lease,  or expenses of preparing
        the same for  relenting.  Any such  liquidated  damages shall be paid in
        monthly installments by Tenant on the day specified  hereunder,  and any
        suit brought to collect the amount of the  deficiency of any mouth shall
        not  prejudice  in any  way  the  rights  of  Landlord  to  collect  the
        deficiency for any subsequent month by a similar proceeding.



                                       15
<PAGE>


                (c) Enter upon the Premises by any lawful means, whether through
        judicial  process  or  otherwise,  without  terminating  this  lease and
        without being liable for prosecution or any claim for damages  therefor,
        and do whatever Tenant is obligated to do under the terms of this lease;
        and Tenant agrees to reimburse Landlord on demand for any expenses which
        Landlord  may  incur  in  thus   effecting   compliance   with  Tenant's
        obligations  under this lease,  and Tenant  further agrees that Landlord
        shall not be  liable  for any  damages  resulting  to  Tenant  from such
        action, whether caused by the negligence of Landlord or otherwise.

In the event  Tenant fails to pay any  installment  of rent or  additional  rent
hereunder as and when such installment is due, then to the extent permissible by
law Tenant  shall pay to Landlord on demand a late charge in an amount  equal to
five percent (5%) of such installment; and the failure to pay such amount within
ten (10)  days  after  written  demand  therefor  shall  be an event of  default
hereunder.  The  provision  for such late charge  shall be in addition to all of
Landlord's  other  rights  and  remedies  hereunder  or at law and  shall not be
construed  as  liquidated  damages or as  limiting  Landlord's  remedies  in any
manner.

         Pursuit of any of the foregoing  remedies shall not preclude pursuit of
any of the other remedies herein provided or any other remedies provided by law,
nor shall  pursuit of any remedy  herein  provided  constitute a  forfeiture  or
waiver of any rent due to  Landlord  hereunder  or of any  damages  accruing  to
Landlord  by  reason  of the  violation  of any of the  terms,  provisions,  and
covenants herein contained.  No waiver by Landlord of any violation or breach of
any of the terms, provisions,  and covenants herein contained shall be deemed or
construed to constitute a waiver of any other  violation or breach of any of the
terms, provisions, and covenants herein contained.  Landlord's acceptance of the
payment of rental or other payments  hereunder  after the occurrence of an event
of default shall not be construed as a waiver of such default,  unless  Landlord
so notifies Tenant in writing. Forbearance by Landlord to enforce one or more of
the remedies  herein  provided  upon an event of default  shall not be deemed or
construed to constitute a waiver of such  default.  If, on account of any breach
or default by Tenant in Tenant's  obligations  under the terms and conditions of
this lease,  it shall become  necessary or appropriate for Landlord to employ or
consult with an attorney concerning,  or to enforce or defend, any of Landlord's
rights or remedies  hereunder,  Tenant agrees to pay any  reasonable  attorneys'
fees.  No act or thing done by the Landlord or its agents during the term hereby
granted  shall be deemed an  acceptance  of the surrender of the Premises and no
agreement  to  accept a  surrender  of said  Premises  shall be valid  unless in
writing  signed by Landlord.  The receipt by Landlord of rent with  knowledge of
the breach of any covenant or other provision  contained in this lease shall not
be deemed or construed to  constitute a waiver of any other  violation or breach
of any of the terms, provisions, and covenants contained herein.

        20. Mortgages.  (a) Tenant accepts this lease subject and subordinate to
any  mortgage(s)   and/or  deed(s)  of  trust  now  or  at  any  time  hereafter
constituting a lien or charge


                                       16
<PAGE>


upon the Premises or the  improvements  situated thereon or any portion thereof.
Tenant shall at any time hereafter upon written notice execute any  instruments,
releases  or other  documents  which may be required  by any  mortgagee  for the
purpose  of  subjecting  and  subordinating  this  lease to the lien of any such
mortgage.  With respect to any  mortgage(s)  and/or deed(s) of trust at any time
hereafter  created  which  constitute  a lien or charge upon the Premises or the
improvements  situated  thereon,  Landlord  agrees to request the holder of such
mortgage to enter into a  non-disturbance  and attornment  agreement with Tenant
providing  for such  lender to honor this  lease and  Tenant's  interest  in the
Premises so long as Tenant is not in default hereunder.
 
        (b) The  effectiveness  of this Lease is expressly  contingent  upon the
approval of this Lease by Landlord's  existing  mortgagee,  and the execution by
Landlord's  mortgagee  and  Tenant  of a  non-disturbance  agreement  reasonably
acceptable to Tenant. If such mortgagee approval and  non-disturbance  agreement
are not obtained within fifteen (15) days of the date hereof,  then either party
may terminate this Lease.

         21.  Mechanic's  Liens.  Tenant  shall  have no  authority,  express or
implied,  to  create  or place  any lien or  encumbrance  of any kind or  nature
whatsoever  upon,  or in any manner to bind,  the  interest  of  Landlord in the
Premises or to charge the rentals  payable  hereunder  for any claim in favor of
any person  dealing with Tenant,  including  those who may furnish  materials or
perform labor for any construction or repairs,  and each such claim shall affect
and each such lien  shall  attach,  if at all,  only to the  leasehold  interest
granted to Tenant by this  instrument.  Tenant covenants and agrees that it will
pay or cause to be paid all sums legally due and payable by it on account of any
labor performed or materials  furnished in connection with any work performed on
the Premises on which any lien is or can be valid and legally  asserted  against
its leasehold  interest in the Premises or the improvements  thereon and that it
will save and hold  Landlord  harmless  from any and all loss,  cost, or expense
based on or arising out of asserted claims or liens against the leasehold estate
or against the rights, titles, and interest of Landlord in the Premises or under
the terms of this  lease.  Further,  Tenant  agrees that it will remove and have
released any mechanics', materialmen's or similar lien which may become attached
to the Premises or any interest  therein  during the term hereof  within  thirty
(30) days after Tenant  receives  notice (whether from Landlord or otherwise) of
the existence of such lien.

         22.  Notices.  Each  provision of this  instrument or of any applicable
governmental  laws,  ordinances,   regulations,   and  other  requirements  with
reference  to the sending,  mailing,  or delivery of any notice or the making of
any payment by Landlord to Tenant or with reference to the sending,  mailing, or
delivery of any notice or the making of any payment by Tenant to Landlord  shall
be deemed to be complied with when and if the following steps are taken:

               A. All rent and other  payments  required to be made by Tenant to
        Landlord  hereunder  shall be payable to Landlord at the address  herein
        below set forth or at such



                                       17
<PAGE>

        other  address  as  Landlord  may  specify  from time to time by written
        notice delivered in accordance herewith.

               B.  All  payments  required  to be made  by  Landlord  to  Tenant
        hereunder  shall be payable  to Tenant at the  address  hereinbelow  set
        forth, or at such other address within the continental  United States as
        Tenant may  specify  from time to time by written  notice  delivered  in
        accordance herewith.

         Any notice  provided for by this lease and any other notice,  demand or
communication  which  any  party  may  wish  to  send to  another  (a  "Notice")
concerning  this lease shall be in writing and  personally  delivered or sent by
registered or certified  mail,  return receipt  requested,  in a properly sealed
envelope,  postage prepaid,  and addressed to the party for which such Notice is
intended at such party's address as set forth below:

      If to Landlord:               c/o Mr. Robert M. Petrucello,
                                    5327 N. Central Expressway
                                    Suite 306
                                    Dallas, Texas 75205

      with a copy to:               Charles W. Morris, Esq.
                                    Johnson & Gibbs, P.C.
                                    A Professional Corporation
                                    100 Founders Square
                                    900 Jackson Street
                                    Dallas, Texas  75202-4499

      If to Tenant:                 Snorkel-Economy
                                    P.O. Box 4065
                                    St. Joseph, MO  64504

      with a copy to:               Figgie International, Inc.
                                    4420 Sherwin Road
                                    Willoughby, Ohio 44094
                                    Attn:  Real Estate Notice Enclosed

Any  address or name  specified  above may be  changed by a Notice  given by the
addressee to the sender in accordance with the above. Any Notice shall be deemed
given and effective as of the date of personal  delivery or of receipt set forth
on the return  receipt.  The inability to deliver  because of changed address of
which no Notice was given, rejection, or any refusal to accept any Notice, shall
be deemed to be the receipt of the Notice,  as of the date of such  inability to
deliver, rejection, or refusal to accept.


                                       18
<PAGE>


         23.  Miscellaneous.

         A. Words of any gender used in this lease  shall be held and  construed
to include any other gender,  and words in the singular  number shall be held to
include the plural and vice versa, unless the context otherwise requires.

         B. The terms,  provisions,  and covenants and  conditions  contained in
this lease shall apply to,  inure to the  benefit of, and be binding  upon,  the
parties  hereto  and  upon  their  respective  heirs,   legal   representatives,
successors,   and  permitted  assigns,  except  as  otherwise  herein  expressly
provided.

         C. The captions are inserted in this lease for convenience  only and in
no way  define,  limit,  or describe  the scope or intent of this lease,  or any
provision hereof, nor in any way affect the interpretation of this lease.

         D. Tenant agrees, within thirty (30) days after request of Landlord, to
deliver to Landlord,  or Landlord's  designee,  an estoppel  certificate stating
that this  lease is in full  force and  effect,  the date to which rent has been
paid,  the unexpired  term of this lease,  and such other matters  pertaining to
this lease as may be reasonably requested by Landlord.

         E. This lease may not be  altered,  changed,  or  amended  except by an
instrument in writing executed by Landlord and Tenant.

         F. This  instrument  [including  all  Exhibits  and  Riders  (signed or
initialled by Landlord and Tenant) which are attached  hereto]  constitutes  the
entire  agreement  between  Landlord  and Tenant.  No prior  written or prior or
contemporaneous oral statements, promises, or representations shall be binding.

         G. If any  provision  of this lease shall ever be held to be invalid or
unenforceable,  such invalidity or  unenforceability  shall not affect any other
provisions of the lease,  but such other provisions shall continue in full force
and effect.

         H. This lease shall be construed  and enforced in  accordance  with the
laws and judicial decisions of the State of Kansas.

         I. Under no  circumstances  whatsoever  shall  Landlord  ever be liable
hereunder for  consequential  damages or special  damages;  and all liability of
Landlord for damages for breach of any covenant,  duty or obligation of Landlord
hereunder may be satisfied  only out of the interest of Landlord in the Land and
Building existing at the time any such liability is finally  adjudicated and all
rights to appeal have lapsed.  The term  "Landlord"  means only the owner of the
Land,  and in the event of the  transfer by such owner of its  interests  in the
Land, such


                                       19
<PAGE>


owner  shall  thereupon  be  released  and  discharged  from all  covenants  and
obligations of Landlord thereafter accruing,  but such covenants and obligations
shall be binding upon each new owner for the duration of such owner's ownership.

         J. In the event of any act or  omission  by  Landlord  which would give
Tenant the right to damages from  Landlord or the right to terminate  this lease
by reason of a constructive  or actual eviction from all or part of the Premises
or  otherwise,  Tenant shall not sue for such damages or exercise any such right
to  terminate  until  (a) it shall  have  given  written  notice  of such act or
omission  to  Landlord  and  to  the  holder(s)  of the  indebtedness  or  other
obligations  secured by any first mortgage or first deed of trust  affecting the
Premises,  if the name and address of such holder(s)  shall have previously been
furnished to Tenant; and (b) thirty (30) days for remedying such act or omission
shall have  elapsed  following  the  giving of such  notice,  during  which time
Landlord and such holder(s) or either of them, their agents or employees,  shall
be entitled to enter upon the Premises and do therein  whatever may be necessary
to remedy such act or omission.

         K.  Whenever  a period of time is herein  prescribed  for  action to be
taken by Landlord or Tenant,  other than actions relating to the payment of Rent
or other monthly sums,  the obligated  party shall not be liable or  responsible
for,  and there shall be excluded  from the  computation  for any such period of
time,  any delays due to  strikes,  riots,  acts of God,  shortages  of labor or
materials,  war,  governmental  laws,  regulations or  restrictions or any other
causes of any kind  whatsoever  which are beyond the reasonable  control of such
party.

         L.  Abandoned  Property.  All of  Tenant's  furniture,  moveable  trade
fixtures  and other  personal  property  not removed by Tenant from the Premises
within ten (10) days after  Landlord shall request such removal in writing after
this  lease  terminates  whether  by  lapse  of  time  or  otherwise,  shall  be
conclusively presumed to have been abandoned by Tenant, and Landlord may, at its
option and election,  thereafter take possession of such property and either (i)
declare  same to be the  property of Landlord or (ii) at the cost and expense of
Tenant,  dispose of such  property in any manner and for whatever  consideration
Landlord in its sole discretion shall deem most advisable.

         24.  Return of Premises.  At the end of the term covered by this lease,
or upon such earlier termination of this lease as provided herein,  Tenant shall
surrender  the Premises to Landlord in the same good order and  condition as the
Premises were in prior to the beginning of the term hereof,  reasonable wear and
tear excepted and subject to the provisions of Section 8 above;  provided,  that
in any case the Premises shall be surrendered to Landlord  reasonably  clean and
free of debris.  At such time Tenant  shall  deliver all keys to the Premises to
Landlord any  equipment,  trade fixtures or other property of Tenant left on the
Premises after the end of this lease shall be deemed abandoned,  unless Landlord
and Tenant  have  agreed  otherwise,  and same may be retained or disposed of by
Landlord in any manner that Landlord chooses without



                                       20
<PAGE>


notice to Tenant. Tenant shall pay all removal, storage and other costs incurred
by Landlord in connection with such property.

        25.  Special  Provisions.  Additional  provisions,  if any, set forth on
Exhibits and Riders  attached hereto and made a part hereof for all purposes are
incorporated  herein  as if fully  set  forth in this  Paragraph.  The  attached
Exhibits and Riders are:

         Exhibit A:  The Premises
         Exhibit B:  Description of the Land
         Exhibit C:  Tenant's Improvements to Premises

         Further,  the following special provisions are set forth below and made
a part hereof for all purposes:

         A.  Tenant's  Refitting  of  Premises.  Landlord  and Tenant agree that
Tenant shall have access to the Premises prior to the commencement  date for the
purpose of carrying  out, at Tenant's  sole cost and expense,  the  improvements
described on Exhibit C and Tenant shall otherwise have the same responsibilities
with respect to the Premises as during the term of the lease.  Landlord approves
the improvement work described on Exhibit C.

         B. Options to Renew.

            (i)    Tenant  shall have the option,  by written  notice of renewal
                   given  not  less  than  six  months  prior  to the end of the
                   original term, to renew this Lease for an additional  term of
                   five years on the same terms and conditions,  except that the
                   fixed rental rate shall be $382,872.00 per annum (i.e.  $2.10
                   per square foot). The renewal option may not be revoked after
                   it is given.

            (ii)   If Tenant exercises the first renewal term pursuant to clause
                   (a)  above,  Tenant  shall also have the  option,  by written
                   notice of renewal  given not less than twelve months prior to
                   the end of the first renewal term, to renew this lease for an
                   additional   term  of  five  years  on  the  same  terms  and
                   conditions,  except  that  the  fixed  rental  rate  shall be
                   $390,164.80   (i.e.  $2.14  per  square  foot)  in  year  11,
                   $397,457.60   (i.e.  $2.18  per  square  foot)  in  year  12,
                   $406,573.60   (i.e.  $2.23  per  square  foot)  in  year  13,
                   $413,866.40  (i.e.  $2.27 per  square  foot) in year 14,  and
                   $422,982.40  (i.e.  $2.32) in year 15. The renewal option may
                   not be revoked after it is given.



                                       21
<PAGE>


         
           (iii)   If Tenant  exercises  the second  renewal  term  pursuant  to
                   clause  (b) above,  Tenant  shall  also have the  option,  by
                   written  notice of renewal  given not less than twelve months
                   prior to the end of the second  renewal  term,  to renew this
                   lease for an additional  term of five years on the same terms
                   and  conditions  except  that the fixed  rental rate shall be
                   $430,275.20   (i.e.   $2.36  per  square  foot  in  year  16,
                   $439,391.20   (i.e.  $2.41  per  square  foot)  in  year  17,
                   $448,507.20   (i.e.  $2.46  per  square  foot)  in  year  18,
                   S457,623.20  (i.e.  $2.51 per  square  foot) in year 19,  and
                   $466,739.20  (i.e.  $2.56 per  square  foot) in year 20.  The
                   renewal option may not be revoked after it is given.



                                       22
<PAGE>


EXECUTED the 1st day of February, 1994.

                                       LANDLORD:

                                       SJ ASSOCIATES, L. P.,
                                       a Texas limited partnership



                                       By: /s/ Robert M. Petrucello
                                           -------------------------------------
                                           Robert M. Petrucello,
                                           General Partner

                                       TENANT:  Snorkel-Economy, a division of
                                   
                                       FIGGIE INTERNATIONAL, INC.,
                                       a Delaware corporation



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


                                       23