BUSINESS PREMISES LEASE AGREEMENT

         This  Agreement was entered into on October 27th,  1997 between  GARDEN
WAY  INCORPORATED,  a corporation  organized  under the laws of the State of New
York  having  its  principal  place  of  business  at One  Garden  Way,  City of
Rensselaer,  County of Rensselaer, State of New York, referred to as Lessor, and
TRAK INTERNATIONAL,  INC. a corporation organized under the laws of the State of
Delaware.  having its principal place of business at 369 W. Western Avenue, City
of Port  Washington,  County of  Ozaukee,  State of  Wisconsin,  referred  to as
Lessee.

         In consideration  of the mutual covenants  contained in this Agreement,
the parties agree as follows:

                                   SECTION ONE
                             DESCRIPTION OF PREMISES

         Lessor leases to Lessee the premises  located at 901 Sunset Road,  City
of  Port  Washington,  County  of  Ozaukee,  State  of  Wisconsin,,  hereinafter
"Premises", more particularly described as the following:

                      High Bay           26,600   Square Feet
                      Low Bay             6,400   Square Feet
                      Total Shop Area    32,000   Square Feet

                      Office Area         5,000   Square Feet

                                   SECTION TWO
                                      TERM

         The  Term  is  one  (1)  year,  beginning  on  October  30,  1997,  and
terminating on October 31, 1998 (hereinafter ("Term")). In the event that Lessor
enters into a purchase  contract with a third party for the sale of the Premises
during the Term,  Lessee agrees that it shall vacate the Premises on ninety (90)
days advance written notice from the Lessor.

                                  SECTION THREE
                                      RENT

         A. The total rent under this lease  agreement is One Hundred Thirty One
Thousand Dollars ($131,000) for the Term.

         B. Lessee shall pay Lessor the  above-specified  amount in installments
of Ten Thousand Nine Hundred Seventeen  Dollars ($10,917) each month,  beginning
on October 30, 1997 with succeeding  payments due on the first day of each month
thereafter during the Term of the lease agreement.  All Rental payments shall be
forwarded to:

      GARDEN WAY INCORPORATED
      One Garden Way
      Rensselaer, New York 12144
      Attn: Nancy Roberts

<PAGE>

                                  SECTION FOUR
                                 USE OF PREMISES

         The  Premises  are  to  be  used  for  the  purposes  of  office  light
manufacturing and warehouse. Lessee shall restrict its use to such purposes, and
shall not use or permit the use of the  Premises for any other  purpose  without
the prior express and written consent of Lessor, or Lessor's authorized agent.

                                  SECTION FIVE
                               RESTRICTIONS ON USE

         A. Lessee shall not use the  Premises in any manner that will  increase
risks covered by insurance on the Premises and result in an increase in the rate
of insurance or a cancellation of any insurance policy,  even if such use may be
in furtherance of Lessee's business purposes.

         B. Lessee  shall not keep,  use,  or sell  anything  prohibited  by any
policy of fire  insurance  covering  the  Premises,  and shall  comply  with all
requirements  of the insurers  applicable  to the Premises  necessary to keep in
force the fire and liability insurance.

                                   SECTION SIX
                      WASTE, NUISANCE, OR UNLAWFUL ACTIVITY

         Lessee shall not allow any waste or nuisance on the Premises, or use or
allow the Premises to be used for any unlawful purpose.

                                  SECTION SEVEN
                                UTILITIES, TAXES

         Lessee  shall  arrange  and  pay  for all  utilities  furnished  to the
Premises for the Term, including,  but not limited to, electricity,  gas, water,
sewer, and telephone  service,  and  security/fire  alarm system.  Additionally,
Lessee shall be  responsible  for payment of real property taxes on the Premises
during the terms thereof. Lessor agrees to forward the original tax bills to the
attention of Lessee within five (5) business days of Lessor' receipt.  Lessee to
pay such bills by the referenced due date and will incur and be responsible  for
any and all late  charges and  interest  in the event of late  payment by Lessee
except for  charges  caused by Lessor's  failure to timely  forward the bills to
Lessee..

                                  SECTION EIGHT
                             REPAIRS AND MAINTENANCE

         Lessor   warrants  that  the  Premises  and  related   systems  at  the
commencement  of  the  lease  agreement  are  in  good,  structural,  mechanical
condition, reasonable wear and tear excepted. Lessee shall maintain the Premises
and keep them in good repair at its expense,  except that side and rear exterior
walls and the roof will be maintained in good condition by Lessor.  Lessee shall
maintain and repair windows, doors, skylights,  adjacent sidewalks, the building
front, and the interior walls.  Lessee shall be responsible for snow removal and
maintenance  of the  grounds  within the  driveway  perimeter.  Lessor  shall be
responsible for grounds maintenance outside the driveway perimeter.


                                       2
<PAGE>


                                  SECTION NINE
                 DELIVERY, ACCEPTANCE, AND SURRENDER OF PREMISES

         A. Lessor  represents that the Premises are in fit condition for use by
Lessee.  Acceptance of the Premises by Lessee shall be construed as  recognition
that the Premises are in a good state of repair and in sanitary condition.

         B. Lessee shall surrender the Premises at the end of the lease Term, or
any renewal of such Term, in the same condition as when Lessee took  possession,
allowing for reasonable use and wear, and damage by acts of God, including fires
and storms.  Before  delivery,  Lessee shall remove all business signs placed in
the  Premises by Lessee and  restore  the portion of the  Premises on which they
were placed in the same condition as when received.

                                   SECTION TEN
                         PARTIAL DESTRUCTION OF PREMISES

         A.  Partial  destruction  of the  Premises  shall not render this lease
agreement void or voidable,  nor Terminate it except as specifically provided in
this lease agreement.  If the Premises are partially  destroyed during the Term,
Lessor  shall  repair  them when such  repairs  can be made in  conformity  with
governmental laws and regulations.  Rent will be reduced  proportionately to the
extent to which the repair operations  interfere with the business  conducted on
the Premises by Lessee.  If the repairs cannot be made within the time specified
above,  Lessor shall have the option to make them within a  reasonable  time and
continue  this lease  agreement in effect with  proportional  rent  abatement to
Lessee as provided  for in this lease  agreement  If the repairs  cannot be made
within  ninety  (90) days,  and if Lessor  does not elect to make them  within a
reasonable  time,  either  party shall have the option to  Terminate  this lease
agreement.

         B. Disputes  between  Lessor and Lessee  relating to provisions of this
section shall be arbitrated.  The parties shall each select an  arbitrator,  and
the two arbitrators selected shall together select a third arbitrator. The three
arbitrators shall determine the dispute, and their decisions shall be binding on
the parties.  The parties shall divide the costs of arbitration  equally between
them.

                                 SECTION ELEVEN
                           ENTRY ON PREMISES BY LESSOR

         A.  Lessor and its  designated  agents  reserve  the right to enter the
Premises at all  reasonable  times upon not less than six hours prior  notice to
inspect them, show the Premises to interested  third parties,  perform  required
maintenance and repairs, or to make additions,  alterations, or modifications to
any part of the building in which the  Premises  are  located,  and Lessee shall
permit Lessor to do so provided same does not interfere  with Lessee's  business
operation.

         B. Lessor may erect scaffolding,  fences, and similar structures,  post
relevant  notices  and  place  moveable  equipment  in  connection  with  making
alterations,  additions,  or repairs,  all without incurring liability to Lessee
for disturbance of quiet enjoyment of the Premises, or loss of occupation of the
Premises.


                                       3
<PAGE>


                                 SECTION TWELVE
                SIGNS, AWNINGS, AND MARQUEES INSTALLED BY LESSEE

         A. Lessee shall not  construct or place signs,  awnings,  marquees,  or
other structures  projecting from the exterior of the Premises without the prior
express and written consent of Lessor.

         B. Lessee shall remove signs, displays,  advertisements, or decorations
it has placed on the premises  that, in the opinion of Lessor,  are offensive or
otherwise  objectionable.  If  Lessee  fails to  remove  such  signs,  displays,
advertisements,  or  decorations  within ten (10) days after  receiving  written
notice  from  Lessor  to remove  them,  Lessor  reserves  the right to enter the
Premises and remove them at the expense of Lessee.

                                SECTION THIRTEEN
                               BUSINESS SALE SIGNS

         Lessee  shall  not  conduct  "Quitting  Business,"  "Lost  our  Lease,"
"Bankruptcy,"  or other sales of that nature on the Premises without the written
consent of Lessor.

                                SECTION FOURTEEN
                       NONLIABILITY OF LESSOR FOR DAMAGES

         Lessor shall not be liable for liability or damage claims for injury to
persons or property from any cause  relating to the occupancy of the Premises by
Lessee,  including those arising out of damages or losses occurring an sidewalks
and other areas  adjacent to the  Premises  during the Term or any  extension of
such Term.  Lessee shall indemnify  Lessor from any and all liability,  loss, or
other damage claims or obligations resulting from any injuries or losses of this
nature.

                                 SECTION FIFTEEN
                               LIABILITY INSURANCE

         A. Lessee shall procure and maintain in force at its expense during the
Term and any  extension of such Term general  public  liability  insurance  with
insurers and through brokers approved by Lessor. Such coverage shall be adequate
to protect  against  liability for damage claim through public use of or arising
out of accidents occurring in or around the Premises, in a minimum amount of Two
Million  Dollars  ($2,000,000)  for bodily injury or death or any one person and
$2,000,000  for  bodily  injury  or death to any  number of  persons  in any one
occurrence,  and Five Hundred  ($500,000) for property  damage,  including water
damage and sprinkler leakage legal liability,  fire and extended  coverage.  The
insurance  certificate shall provide coverage for contingent liability of Lessor
on any claims or losses.  The insurance  policies  shall be delivered to Lessor.
Lessee shall obtain a written  obligation  from the insurers to notify Lessor in
writing at least thirty (30) days prior to  cancellation or refusal to renew any
policy.

         B. If the insurance  policies  required by this section are not kept in
force during the entire Term of this lease  agreement  or any  extension of such
Term,  Lessor may procure the necessary  insurance and pay the premium therefor,
and the premium shall be repaid to Lessor as an additional rent  installment for
the month following the date on which the premiums were paid by Lessor.


                                       4
<PAGE>

                                 SECTION SIXTEEN
                        ASSIGNMENT, SUBLEASE, OR LICENSE

         A. Lessee  shall not assign or sublease the  Premises,  or any right or
privilege  connected with the Premises,  or allow any other person except agents
and  employees  of Lessee to occupy  the  Premises  or any part of the  Premises
without  first  obtaining  the  written  consent  of Lessor  which  shall not be
unreasonably  withheld.  A  consent  by  Lessor  shall  not  be a  consent  to a
subsequent assignment, sublease, or occupation by other persons.

         B. An unauthorized assignment, sublease, or license to occupy by Lessee
shall be void and shall Terminate this lease agreement at the option of Lessor.

         C. The interest of Lessee in this lease  agreement is not assignable by
operation of law without the written consent of Lessor.

                                SECTION SEVENTEEN
                                     BREACH

         The  appointment  of a  receiver  to take  possession  of the assets of
Lessee,  a general  assignment  for the benefit of the creditors of Lessee,  any
action taken or allowed to be taken by Lessee under any  bankruptcy  act, or the
failure of Lessee to comply with each and every Term and condition of this lease
agreement shall constitute a breach of this lease  agreement.  Lessee shall have
ten (10) days  after  receipt  of written  notice  from  Lessor of any breach to
correct the conditions  specified in the notice.  If the  corrections  cannot be
made within the 10 day period,  Lessee shall have a  reasonable  time to correct
the  default if action is  commenced  by Lessee  within  thirty  (30) days after
receipt of the notice.

                                SECTION EIGHTEEN
                     REMEDIES OF LESSOR FOR BREACH BY LESSEE

         Lessor  shall have the  following  remedies  in  addition  to its other
rights and remedies in the event Lessee  breaches this lease agreement and fails
to make corrections as set forth in Section Seventeen:

         A. Lessor may reenter the Premises  immediately and remove the property
and personnel of Lessee,  store the property in a public warehouse or at a place
selected by Lessor, at the expense of Lessee.

         B. After reentry,  Lessor may Terminate this lease  agreement on giving
thirty (30) days' written notice of Termination, to Lessee. Without such notice,
reentry will not Terminate  this lease  agreement.  On  Termination,  Lessor may
recover  from  Lessee  all  damages  proximately   resulting  from  the  breach,
including,  but not  limited to, the cost of  recovering  the  Premises  and the
balance  of the  rent  payments  remaining  due  and  unpaid  under  this  lease
agreement.

         C. After  reentering,  Lessor may relet the Premises or any part of the
Premises for any Term without Terminating this lease agreement, at such rent and
on such Terms as it may choose.  Lessor may make  alterations and repairs to the
Premises.  The duties and  liabilities  of the parties if the Premises are relet
shall be as follows:


                                       5
<PAGE>

            (1) In addition to Lessee's  liability  to Lessor for breach of this
lease agreement,  Lessee shall be liable for all expenses of the reletting,  for
the  alterations  and repair made,  and for the  difference the rent received by
Lessor under the new lease agreement and the rent installments that were due for
the same period under this lease agreement.

            (2)  Lessor  at its  option  shall  have the right to apply the rent
received from  reletting  the premises (a) to reduce  Lessee's  indebtedness  to
Lessor under this lease  agreement,  not including  indebtedness for rent (b) to
expenses of the reletting  and  alterations  and repairs  made,  (e) to rent due
under this lease  agreement,  or (d) to payment of future  rent under this lease
agreement as it becomes due.

         If the new Lessee does not pay a rent  installment  promptly to Lessor,
and the  rent  installment  has been  credited  in  advance  of  payment  to the
indebtedness  of Lessee other than rent,  or if rentals from the new Lessee have
been otherwise applied by Lessor as provided for in this section, and during any
rent installment  period,  are less than the rent payable for the  corresponding
installment  period  under this  lease  agreement,  Lessee  shall pay Lessor the
deficiency,  separately for each rent installment  deficiency period, and before
the end of that period.  Lessor may at any time after such  reletting  Terminate
this lease  agreement for the breach on which Lessor based reentry and relet the
Premises.

                                SECTION NINETEEN
                                  ATTORNEY FEES

         If Lessor is successful in an action to enforce any agreement contained
in this lease  agreement,  or for breach of any  covenant or  condition,  Lessee
shall pay Lessor reasonable  attorney fees for the services of Lessor's attorney
in the action, all fees to be fixed by the court.

                                 SECTION TWENTY
                                  CONDEMNATION

         Eminent domain  proceedings  resulting in the condemnation of a part of
the  Premises,  but  leaving  the  remaining  premises  usable by Lessee for the
purposes of its business, will not Terminate this lease agreement unless Lessor,
at its option,  Terminates  this lease  agreement  by giving  written  notice of
Termination  to  Lessee.  The  effect of any  condemnation,  where the option to
Terminate is not exercised,  will be to Terminate this lease agreement as to the
portion  of the  Premises  condemned,  and the  lease  of the  remainder  of the
Premises  shall remain  intact.  The rental for the  remainder of the lease Term
shall be reduced by the amount  that the  usefulness  of the  Premises  has been
reduced for the business purposes of Lessee. Lessee hereby assigns and transfers
to Lessor any claim it may have to  compensation  for damages as a result of any
condemnation.

                               SECTION TWENTY-ONE
                                     WAIVERS

         Waiver by Lessor of any breach of any  covenant or duty of Lessee under
this lease is not a waiver of a breach of any other  covenant or duty of Lessee,
or of any subsequent breach of the same covenant or duty.


                                       6
<PAGE>


                               SECTION TWENTY-TWO
                                  GOVERNING LAW

         It is agreed that this lease agreement shall be governed by, construed,
and enforced in accordance with the laws of the State of Wisconsin.

                              SECTION TWENTY-THREE
                                ENTIRE AGREEMENT

         This lease agreement shall constitute the entire agreement  between the
parties.  Any prior  understanding or  representation  of any kind preceding the
date of this lease  agreement  shall not be binding  upon either party except to
the extent incorporated in this lease agreement.

                               SECTION TWENTY-FOUR
                            MODIFICATION OF AGREEMENT

         Any  modification  of this lease  agreement  or  additional  obligation
assumed by either party in connection  with this agreement shall be binding only
if evidenced in a writing  signed by each party or an authorized  representative
of each party.

                               SECTION TWENTY-FIVE
                                     NOTICES

         A. All  notices,  demands,  or other  writings in this lease  agreement
provided to be given or made or sent,  or which may be given or made or sent, by
either  party to the other,  shall be deemed to have been fully given or made or
sent when made in writing and faxed to the number  indicated or deposited in the
United States mail registered and postage prepaid, and addressed as follows:

         GARDEN WAY INCORPORATED
         One Garden Way
         Rensselaer, New York 12144
         Attn:  Legal Department
         Facsimile Number: (518)391-7433

         TRAK INTERNATIONAL, INC.
         369 W. Western Avenue
         Port Washington, Wisconsin
         Attn:  Tom Rice
         Facsimile Number: (404) 268-8988

         B. The address to which any  notice,  demand,  or other  writing may be
given or made or sent to any party as above  provided  may be changed by written
notice given by such party as above provided.

                               SECTION TWENTY-SIX
                                 BINDING EFFECT

         This  lease  agreement  shall  bind  and  inure to the  benefit  of the
respective  heirs,  personal  representatives,  successors,  and  assigns of the
parties.

                                       7
<PAGE>


                              SECTION TWENTY-SEVEN
                               TIME OF THE ESSENCE

         It is  specifically  declared and agreed that time is of the essence of
this lease agreement.

                              SECTION TWENTY-EIGHT
                               PARAGRAPH HEADINGS

         The titles to the paragraph of this lease  agreement are solely for the
convenience of the parties and shall not be used to explain,  modify,  simplify,
or aid in the interpretation of the provisions of this lease agreement.

                               SECTION TWENTY-NINE
                      LESSOR'S COVENANT OF QUIET EMPLOYMENT

So long as Lessee is not in default under the  covenants and  agreements of this
Lease,  Lessee's  quiet and  peaceable  enjoyment of the  Premises  shall not be
disturbed or interfered  with by Lessor or by any person claiming by, through or
under Lessor,  except that Lessor and its designated agents shall have the right
to show Premises as more fully described in Section 11.A.

                                 SECTION THIRTY
                          ALTERATIONS AND IMPROVEMENTS

Upon the prior  written  consent and  approval of Lessor,  Lessee shall have the
right to make  reasonable  alterations,  installations,  modifications  or other
improvements  to the  Premises  in order to make the  Premises  appropriate  for
Lessee's  intended use as manufacturing  and office  facility,  including moving
interior,  non weight-bearing  walls,  installing overhead cranes,  plumbing and
electrical wiring facilities (hereafter "Improvements"). Provided, however, that
such Improvements shall not disturb or in any way change any plumbing or wiring,
without in each and every of such cases the prior written consent of Lessor.

Lessors  prior written  approval of plans and  specifications  for  Improvements
shall not constitute an assumption of the  responsibility  for the compliance of
such plans and  specifications  with applicable codes,  regulations or statutes,
which responsibility shall be solely Lessee. All such improvements shall be made
at Lessee's sole cost and expense.  All Improvements and all repairs required to
be made by Lessee shall be made in good and workmanlike manner and in compliance
with all governmental  requirements and codes. Lessee shall hold Lessor harmless
and indemnified from all injury loss, claims or damage to any person or property
occasioned  by,  or in  connection  with the  construction  or  installation  of
Improvements.  Lessee  shall  obtain all  necessary  permits  from  governmental
authorities.  Lessee shall repair any damage and perform any necessary  clean-up
to the Building or its contents resulting from any Improvements made by Lessee.


                                       8
<PAGE>

                               SECTION THIRTY-ONE
                                 TRADE FIXTURES

Upon the termination of this Lease Lessee may remove Lessee's trade fixtures and
all of Lessee's  personal  property  and  equipment  provided  that Lessee shall
repair  any injury or damage to the Leased  Premises  that may result  from such
removals.

                               SECTION THIRTY-TWO
                                 OPTION TO RENEW

Lessee shall have the option to renew this lease for an  additional 1 year terms
on the same terms and  conditions,  except as to negotiation of rental  payments
applicable to each renewal Term for which Lessee  exercises  its option.  Lessee
shall exercise its option by notice to Lessor in accordance  with this agreement
and given at least one hundred and twenty (120) days prior to the  expiration of
the  then  applicable  Term of the  Lease.  Notwithstanding  the  above,  Lessor
reserves  the right to cancel  this option at any time during the Term by giving
the Lessee thirty (30) days advance notice.

         In witness whereof, each party to this lease agreement has caused it to
be executed at Port Washington on the date indicated below.

GARDEN WAY INCORPORATED                TRAK INTERNATIONAL


By: /s/ Illegible Signature            By: /s/ Tom Rice
    -------------------------------        ------------------------------------

Print:  Illegible                      Print:  Tom Rice

Title:  President/CEO                  Title: Senior Director - Human Resources
        ---------------------------           ---------------------------------
Date: 10-27-97                         Date:  10-27-97





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