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                       -----------------------------------

                                      LEASE

                          DATED AS OF FEBRUARY 1, 2001

                       -----------------------------------


                                     BETWEEN


           UNIFIED GOVERNMENT OF WYANDOTTE COUNTY/KANSAS CITY, KANSAS,

                                  AS THE ISSUER


                                       AND


                           KANSAS EPA LABORATORY, LLC,

                                  AS THE TENANT

                                   $22,075,000
                        TAXABLE INDUSTRIAL REVENUE BONDS
                            (EPA LABORATORY PROJECT)
                                   SERIES 2001


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<PAGE>

                                      LEASE

                                TABLE OF CONTENTS

                                                                            PAGE

                Parties......................................................  1
                Recitals.....................................................  1

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1.    Definitions..................................................  1

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

Section 2.1.    Representations of the Tenant................................  1
Section 2.2.    Representations of the Issuer................................  2

                                   ARTICLE III
                              LEASE OF THE PROJECT

Section 3.1.    Granting of Leasehold Estate.................................  2
Section 3.2.    Possession...................................................  2
Section 3.3.    Access to the Project........................................  3
Section 3.4.    Granting of Easements........................................  3

                                   ARTICLE IV
           ISSUANCE OF BONDS; PURCHASE AND CONSTRUCTION OF THE PROJECT

Section 4.1.    Issuance of Series 2001 Bonds; Additional Bonds..............  3
Section 4.2.    Initial Acquisition of Land and Improvements from Tenant.....  3
Section 4.3.    Acquisition, Purchase, Construction and Installation
                of the Project...............................................  3
Section 4.4.    Project Contracts; Project Documents.........................  3
Section 4.5.    Payment of Project Costs for Buildings, Structures,
                Facilities, Additions and Improvements.......................  4
Section 4.6.    Payment of Project Costs for Machinery, Equipment and
                Personal Property............................................  5
Section 4.7.    Completion of Project........................................  5
Section 4.8.    Deficiency of Project Fund...................................  5
Section 4.9.    Surplus in Project Fund......................................  5
Section 4.10.   Right of Entry by the Issuer.................................  5
Section 4.11.   Machinery, Equipment or Personal Property Purchased
                by the Tenant................................................  5
Section 4.12.   Project is Property of the Issuer............................  5
Section 4.13.   Kansas Retailers' Sales Tax..................................  5
Section 4.14.   No Warranty by the Issuer....................................  6
Section 4.15.   Enforcement of Contracts and Surety Bonds....................  6


                                      (i)
<PAGE>

                                    ARTICLE V
                                 RENTAL PAYMENTS

Section 5.1.    Basic Rent...................................................  6
Section 5.2.    Acquisition of Bonds by the Tenant...........................  6
Section 5.3.    Additional Rent..............................................  6
Section 5.4.    Prepayment of Basic Rent.....................................  7
Section 5.5.    Rent Payable Without Abatement or Setoff.....................  7
Section 5.6.    Deposit and Application of Rent by Trustee...................  7
Section 5.7.    Net Lease....................................................  7

                                   ARTICLE VI
                                    INSURANCE

Section 6.1.    Insurance as a Condition to Disbursement.....................  7
Section 6.2.    Insurance After Completion...................................  8
Section 6.3.    General Insurance Provisions.................................  8
Section 6.4.    Title Insurance..............................................  8

                                   ARTICLE VII
                                   IMPOSITIONS

Section 7.1.    Impositions..................................................  8
Section 7.2.    Receipted Statements.........................................  8
Section 7.3.    The Issuer May Not Sell Its Ownership Interest...............  8
Section 7.4.    Contest of Impositions.......................................  9

                                  ARTICLE VIII
                       USE AND MAINTENANCE OF THE PROJECT

Section 8.1.    Use of Project...............................................  9
Section 8.2.    Repairs and Maintenance......................................  9
Section 8.3.    Environmental Matters........................................  9
Section 8.4.    Utilities....................................................  9
Section 8.5.    Liability of Tenant..........................................  9

                                   ARTICLE IX
                             SUBLEASE AND ASSIGNMENT

Section 9.1.    Sublease by the Tenant.......................................  9
Section 9.2.    Assignment of Lease.......................................... 10

                                    ARTICLE X
                              ADDITIONAL COVENANTS

Section 10.1.   Surrender of Possession...................................... 10
Section 10.2.   Indemnification by the Tenant................................ 10
Section 10.3.   Continuing Disclosure........................................ 10
Section 10.4.   Financial Statements and Annual Budget....................... 10
Section 10.5.   Investment Tax Credit; Depreciation.......................... 11
Section 10.6.   Security Interests........................................... 11
Section 10.7.   Additional Covenants of the Tenant........................... 11
Section 10.8.   Additional Covenants of the Issuer........................... 11

                                   ARTICLE XI
         REMOVAL OF MACHINERY AND EQUIPMENT; IMPROVEMENTS TO THE PROJECT

Section 11.1.   Removal, Disposition and Substitution of Machinery
                and Equipment................................................ 12
Section 11.2.   Additions, Improvements, Modifications and Alterations
                to the Project............................................... 12
Section 11.3.   Additional Improvements on the Land.......................... 12
Section 11.4.   Permits and Authorizations................................... 13
Section 11.5.   Mechanics' Liens............................................. 13


                                      (ii)
<PAGE>

                                   ARTICLE XII
                              OPTION TO EXTEND TERM

Section 12.1.   Option to Extend Term........................................ 13

                                  ARTICLE XIII
                           OPTION TO PURCHASE PROJECT

Section 13.1.   Option to Purchase Project................................... 13
Section 13.2.   Quality of Title............................................. 13
Section 13.3.   Purchase Price............................................... 14
Section 13.4.   Closing of Purchase.......................................... 14
Section 13.5.   Effect of Failure to Complete Purchase....................... 14
Section 13.6.   Application of Condemnation Awards if the Tenant
                Purchases Project............................................ 14
Section 13.7.   Obligation to Purchase Project............................... 14

                                   ARTICLE XIV
                 OPTION TO PURCHASE UNIMPROVED PORTIONS OF LAND

Section 14.1.   Option to Purchase Unimproved Portions of Land............... 14
Section 14.2.   Quality of Title............................................. 15
Section 14.3.   Purchase Price............................................... 15
Section 14.4.   Closing of Purchase.......................................... 15
Section 14.5.   Effect of Purchase on Lease.................................. 15
Section 14.6.   Effect of Failure to Complete Purchase....................... 15

                                   ARTICLE XV
                      DAMAGE, DESTRUCTION AND CONDEMNATION

Section 15.1.   Damage and Destruction....................................... 15
Section 15.2.   Condemnation................................................. 16

                                   ARTICLE XVI
                TERMINATION BY REASON OF CHANGE OF CIRCUMSTANCES

Section 16.1.   Termination by Reason of Change of Circumstances............. 16

                                  ARTICLE XVII
                               REMEDIES ON DEFAULT

Section 17.1.   Remedies on Default.......................................... 16
Section 17.2.   Survival of Obligations...................................... 17
Section 17.3.   Performance of the Tenant's Obligations by the Issuer........ 17

                                  ARTICLE XVIII
                            MISCELLANEOUS PROVISIONS

Section 18.1.   Rights and Remedies.......................................... 17
Section 18.2.   Waiver of Breach............................................. 17
Section 18.3.   The Issuer Shall Not Unreasonably Withhold Consents
                and Approvals................................................ 17
Section 18.4.   Amendments................................................... 18
Section 18.5.   Notices...................................................... 18
Section 18.6.   Construction and Enforcement................................. 18
Section 18.7.   Severability................................................. 18
Section 18.8.   Successors and Assigns....................................... 18
Section 18.9.   Headings..................................................... 18
Section 18.10.  Counterparts................................................. 18
Section 18.11.  Governing Law................................................ 18

                Signatures...................................................S-1
                Acknowledgments..............................................S-1

                Appendix A - Form of Certificate for Payment of Project Costs
                Schedule I - Property Subject to Lease


                                     (iii)
<PAGE>

                                      LEASE

      THIS LEASE,  made and entered into as of February 1, 2001,  by and between
the UNIFIED  GOVERNMENT OF WYANDOTTE  COUNTY/KANSAS  CITY,  KANSAS,  a municipal
corporation  and political  subdivision of the State of Kansas,  as Issuer,  and
KANSAS EPA LABORATORY, LLC, a Missouri limited liability company, as Tenant.

      WITNESSETH:

      WHEREAS, the Issuer is a municipal  corporation and political  subdivision
duly organized and existing under the laws of the State,  with full lawful power
and authority to enter into this Lease by and through its governing body; and

      WHEREAS,  the Issuer,  in  furtherance of the purposes and pursuant to the
provisions  of the Act,  and in order to  promote,  stimulate  and  develop  the
general  economic  welfare  and  prosperity  of the Issuer  and the  State,  has
proposed and does hereby propose that it shall:

            (a) construct the Project;

            (b) lease the  Project to the Tenant  for the  rentals  and upon the
      terms and conditions hereinafter set forth; and

            (c) issue,  for the purpose of paying the costs of the Project,  the
      Bonds under and pursuant to and subject to the  provisions  of the Act and
      the Indenture,  said Indenture being incorporated  herein by reference and
      authorized by an ordinance of the governing body of the Issuer; and

      WHEREAS,  the Tenant,  pursuant to the foregoing  proposals of the Issuer,
desires to lease the Project  from the Issuer for the rentals and upon the terms
and conditions hereinafter set forth;

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
and agreements  herein set forth,  the Issuer and the Tenant do hereby  covenant
and agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

      SECTION  1.1.  DEFINITIONS.  In addition  to the words,  terms and phrases
elsewhere defined in this Lease,  capitalized  words,  terms and phrases as used
herein shall have the meanings given to such words, terms and phrases in SECTION
101 of the Indenture (which  definitions are hereby  incorporated by reference),
unless the context or use indicates another or different meaning or intent.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

      SECTION 2.1.  REPRESENTATIONS  OF THE TENANT. The Tenant hereby represents
and warrants to the Issuer as follows:

            (a) The Tenant (i) is a limited  liability  company duly  organized,
      validly  existing  and in good  standing  under  the laws of the  State of
      Missouri,  and is  qualified  to transact  business  under the laws of the
      State,  (ii) has the power and authority to own its  properties and assets
      and to carry on its business as now being conducted and as contemplated by
      this  Lease and (iii) has the full legal  right,  power and  authority  to
      execute and deliver this Lease and to perform all the  undertakings of the
      Tenant thereunder.

            (b) The  execution,  delivery and  performance  of this Lease by the
      Tenant, the consummation of the transactions  contemplated hereby, and the
      fulfillment  of the  terms  and  conditions  hereof  do not and  will  not
      conflict  with or result in a breach of any of the terms or  conditions of
      its Articles of  Organization or Operating  Agreement or any  restriction,
      agreement or  instrument to which the Tenant is now a party or by which it
      is bound or to which any property of the Tenant is subject, and do not and
      will not constitute a default under any of the  foregoing,  or to the best
      of the Tenant's knowledge, cause the Tenant to be in violation of any law,
      ordinance,  decision,  order,  decree,  rule or regulation of any court or
      governmental   authority  having  jurisdiction  over  the  Tenant  or  its
      properties,  including the Project,  and do not and will not result in the
      creation or imposition of any lien,  charge or  encumbrance  of any nature
      upon any of the property or assets of the Tenant  contrary to the terms of
      any  instrument or agreement to which the Tenant is a party or by which it
      is bound.

            (c)  There  are  no  actions,  suits,   proceedings,   inquiries  or
      investigations  at law or in equity  pending or, to the  knowledge  of the
      Tenant,  threatened  against  the  Tenant  or any of  its  members  or any
      property  of the  Tenant or any of its  members in any court or before any
      federal,  state, municipal or other governmental agency, which, if decided
      adversely  to the  Tenant or any of its  members,  would  have a  material
      adverse  effect upon the Tenant or any of its members or upon the business
      or  properties  of the Tenant or any of its  members or upon their  power,
      authority  and right to enter into this Lease.  Neither the Tenant nor any
      of its  members  is in default  with  respect to any order of any court or
      governmental agency.
<PAGE>

            (d)  The   operation   of  the  Project  in  the  manner   presently
      contemplated  and as  described  herein will not  conflict in any material
      respect  with  any  existing  zoning,  water  or air  pollution  or  other
      ordinance,  order, law or regulations  applicable  thereto. To the best of
      the Tenant's  knowledge the Project has been  designed in accordance  with
      all  applicable  federal,  state and  local  laws,  ordinances,  rules and
      regulations  relating  to  zoning,  building,   safety  and  environmental
      quality.  All necessary permits,  licenses,  consents and permissions with
      respect to the Project  have been  obtained as of the date of execution of
      this Lease to the extent that the same are obtainable as of such date.

            (e)  Neither  the Tenant nor any of its members (i) is in default in
      the  payment of the  principal  of or  interest  on any  indebtedness  for
      borrowed  money or (ii) is in default  under any  instrument  or agreement
      under and subject to which any  indebtedness  for borrowed  money has been
      issued.

            (f) The Tenant has filed all  federal  and state  income tax returns
      which,  to the  knowledge of the Tenant,  are required to be filed and has
      paid all taxes shown on said returns and all assessments and  governmental
      charges received by it to the extent that they have become due.

            (g)  To the  best  of  the  Tenant's  knowledge,  no  member  of the
      governing  body of the  Issuer or any other  officer of the Issuer has any
      significant or conflicting interest,  financial,  employment or otherwise,
      in the Tenant, the Project or in the transactions contemplated hereby.

      SECTION 2.2.  REPRESENTATIONS  OF THE ISSUER. The Issuer hereby represents
and warrants to the Tenant as follows:

            (a) The Issuer is a municipal  corporation and political subdivision
      duly organized and existing under the Constitution and laws of the State.

            (b) Under the  provisions  of the Act,  the  Issuer has the power to
      enter into and perform the transactions contemplated by this Lease and the
      Indenture and to carry out its obligations  hereunder and  thereunder.  By
      proper action of its governing  body,  the Issuer has duly  authorized the
      execution  and delivery of this Lease and the  Indenture and the issuance,
      execution and delivery of the Bonds.

            (c) The  execution,  delivery and  performance of this Lease and the
      Indenture by the Issuer, the consummation of the transactions contemplated
      hereby,  and the fulfillment of the terms and conditions hereof do not and
      will  not  conflict  with or  result  in a breach  of any of the  terms or
      conditions of any restriction, agreement or instrument to which the Issuer
      is now a party or by which it is  bound or to which  any  property  of the
      Issuer is subject,  and do not and will not constitute a default under any
      of the  foregoing,  or to the best of the  Issuer's  knowledge,  cause the
      Issuer to be in violation of any law, ordinance,  decision, order, decree,
      rule  or  regulation  of  any  court  or  governmental   authority  having
      jurisdiction over the Issuer or its properties, including the Project, and
      do not and will not  result in the  creation  or  imposition  of any lien,
      charge or  encumbrance of any nature upon any of the property or assets of
      the Issuer  contrary to the terms of any  instrument or agreement to which
      the Issuer is a party or by which it is bound.

            (d) The  Issuer  has not,  in whole  or in part,  assigned,  leased,
      hypothecated  or otherwise  created any other interest in, or disposed of,
      or  caused  or  permitted  any  lien,  claim or  encumbrance  to be placed
      against,  the Project,  except for this Lease, the Sublease and the pledge
      of the Project pursuant to the Indenture.

            (e) The Issuer has  obtained  the consent to and/or  approval of the
      issuance  of  the  Bonds  by  each  municipal   corporation  or  political
      subdivision the consent or approval of which is required by the provisions
      of the Act.

            (f)  To the  best  of  the  Issuer's  knowledge,  no  member  of the
      governing  body of the  Issuer or any other  officer of the Issuer has any
      significant or conflicting interest,  financial,  employment or otherwise,
      in the Tenant, the Project or in the transactions contemplated hereby.

                                  ARTICLE III

                              LEASE OF THE PROJECT

      SECTION 3.1. GRANTING OF LEASEHOLD ESTATE. The Issuer hereby rents, leases
and lets to the  Tenant,  and the  Tenant  hereby  rents,  leases and hires from
Issuer, the Project, subject to Permitted Encumbrances, for the rentals and upon
and subject to the terms and conditions  contained  herein,  for the Basic Term.
The Tenant agrees that it will not create or allow to be created any Encumbrance
upon the Project other than Permitted Encumbrances

      SECTION 3.2.  POSSESSION.  The Issuer covenants and agrees that as long as
the Tenant  shall not be in default  hereunder,  the Tenant  shall have sole and
exclusive  possession  of the Project  (subject to the Issuer's  right of access
pursuant to SECTION 3.3 hereof and subject to the  Sublease  pursuant to SECTION
9.1 hereof) and shall and may  peaceably  and quietly  have,  hold and enjoy the
Project during the Term.  The Issuer  covenants and agrees that it will not take
any action,  other than  pursuant to ARTICLE XVII hereof,  to prevent the Tenant
from having quiet and peaceable  possession  and enjoyment of the Project during
the Term and will, at the request and expense of the Tenant,  cooperate with the
Tenant in order  that the Tenant may have  quiet and  peaceable  possession  and
enjoyment of the Project and will defend the Tenant's  enjoyment and  possession
thereof against all parties.


                                       2
<PAGE>

      SECTION 3.3.  ACCESS TO THE PROJECT.  The Issuer,  for itself and its duly
authorized representatives and agents, including the Trustee, reserves the right
to enter the  Project  at all  reasonable  times  during  usual  business  hours
throughout  the Term for the purpose of (a) examining and  inspecting  the same,
(b) performing such work made necessary by reason of the Tenant's  default under
any of the  provisions of this Lease,  and (c) while a Lease Event of Default is
continuing  hereunder,  for the purpose of exhibiting the Project to prospective
purchasers,  lessees or mortgagees.  The Issuer may, during the progress of said
work  mentioned  in (b)  above,  keep and  store on the  Project  all  necessary
materials,  supplies  and  equipment  and  shall  not be  liable  for  necessary
inconvenience,  annoyances,  disturbances,  loss of  business  or  other  damage
suffered  by reason of the  performance  of any such work or the storage of such
materials, supplies and equipment.

      SECTION 3.4.  GRANTING OF  EASEMENTS.  If no Lease Event of Default  under
this Lease shall have occurred and be continuing, the Tenant may, at any time or
times,  (a) grant  easements,  licenses  and other rights or  privileges  in the
nature of easements with respect to any property  included in the Project,  free
from any rights of the Issuer or the Owners, or (b) release existing  easements,
licenses,  rights-of-way  and other  rights or  privileges,  all with or without
consideration  and upon such terms and conditions as the Tenant shall determine,
and the Issuer  agrees,  to the extent  that it may  legally do so, that it will
execute and deliver any instrument necessary or appropriate to confirm and grant
or release any such easement, license,  right-of-way or other right or privilege
or any such agreement or other arrangement, upon receipt by the Issuer of: (i) a
copy of the  instrument  of  grant  or  release  or of the  agreement  or  other
arrangement,  (ii)  a  written  application  signed  by  the  Authorized  Tenant
Representative  requesting such instrument,  and (iii) a certificate executed by
the Tenant  stating  that (A) such grant or  release is not  detrimental  to the
proper conduct of the business of the Tenant, and (B) such grant or release will
not impair the  effective use or interfere  with the  efficient  and  economical
operation of the Project and will not materially  adversely  affect the security
of the Owners. If the instrument of grant shall so provide, any such easement or
right and the rights of such other parties  thereunder  shall be superior to the
rights of the Issuer and the Owners and shall not be affected by any termination
of this Lease or default on the part of the Tenant hereunder.  If no Lease Event
of  Default  shall  have  happened  and be  continuing,  any  payments  or other
consideration  received  by the Tenant for any such grant or with  respect to or
under any such agreement or other  arrangement  shall be and remain the property
of the Tenant,  but, in the event of the  termination  of this Lease  because of
Default of the Tenant, all rights then existing of the Tenant with respect to or
under such grant shall inure to the benefit of and be exercisable by the Issuer.

                                   ARTICLE IV

           ISSUANCE OF BONDS; PURCHASE AND CONSTRUCTION OF THE PROJECT

      SECTION 4.1. ISSUANCE OF SERIES 2001 BONDS; ADDITIONAL BONDS.

      (a) In order to provide  funds for the  payment of the  Project  Costs and
Costs of Issuance, the Issuer agrees that it will issue and sell the Series 2001
Bonds and  cause the  Series  2001  Bonds to be  delivered  to the  Series  2001
Placement  Agent as provided in the  Indenture.  The proceeds of the sale of the
Series  2001  Bonds  shall be paid over to the  Trustee  for the  account of the
Issuer. The Trustee shall promptly deposit the proceeds of the sale of the Bonds
into the funds and accounts provided in the Indenture, to be used and applied as
provided in the Indenture.

      (b) The Issuer may in its discretion  authorize the issuance of Additional
Bonds  from  time to time upon the terms  and  conditions  and for the  purposes
provided  in  SECTION  209 of the  Indenture.  If the  Tenant is not in  default
hereunder, the Issuer will, at the request of the Tenant, from time to time, use
its best  efforts  to issue the  amount of  Additional  Bonds  specified  by the
Tenant;  provided,  however,  that the terms and  provisions of such  Additional
Bonds,  the  purchase  price to be paid  therefor  and the  manner  in which the
proceeds  therefrom  are to be disbursed  shall have been approved in writing by
the  Tenant;  and  provided  further  that the Tenant and the Issuer  shall,  if
necessary,  have  entered  into  an  amendment  to this  Lease  to  provide  for
additional Rental Payments in an amount at least sufficient to pay the principal
of,  premium,  if any, and interest on the Additional  Bonds when due. The terms
and  provisions of any Additional  Bonds shall be set forth in the  Supplemental
Indenture authorizing such Additional Bonds.

      SECTION 4.2. INITIAL ACQUISITION OF LAND AND IMPROVEMENTS FROM TENANT. The
Tenant shall prior to or concurrently with the issuance of the Bonds,  convey or
cause to be conveyed to the Issuer the Land and such of the  Improvements as are
then completed, installed or in progress. Concurrently with such conveyance, the
Tenant shall deliver a deed and any other  necessary  instruments of transfer to
the Issuer and make  provisions  for the discharge of any liens or  encumbrances
incurred by it in connection with the construction,  installation or development
of the Project.

      SECTION 4.3. ACQUISITION,  PURCHASE,  CONSTRUCTION AND INSTALLATION OF THE
PROJECT.  The Issuer and the Tenant agree that the Issuer will,  but solely from
the moneys in the  Project  Fund and the  accounts  contained  therein,  and the
Tenant  will,  as the agent of the  Issuer,  acquire,  purchase,  construct  and
install the Project in accordance with the Plans and Specifications.  The Tenant
may make minor changes in and to the Plans and Specifications, but major changes
shall only be made with the prior  written  approval of the Trustee.  The Tenant
agrees  that it will use its best  efforts to cause the  acquisition,  purchase,
construction  and  installation  of the  Project  to be  completed  as  soon  as
practicable with all reasonable dispatch.

      SECTION 4.4. PROJECT CONTRACTS; PROJECT DOCUMENTS.

      (a) It is  recognized  by the parties  hereto that prior to the  execution
hereof the Tenant has entered into a contract or  contracts  with respect to the
acquisition and/or  construction of the Improvements (the "PROJECT  CONTRACTS").
Prior to the execution hereof,  certain work has been or may have been performed
on the Project  pursuant to said  Project  Contracts  or  otherwise.  The Tenant
hereby conveys, transfers and assigns to the Issuer all of the Tenant's interest
in the Project  Contracts  and the Issuer  hereby  designates  the Tenant as the
Issuer's  agent  for  the  purpose  of  executing  and  performing  the  Project
Contracts.  After the  execution  hereof,  the Tenant  shall  cause the  Project
Contracts to be fully  performed by the  contractor(s)  thereunder in accordance
with the terms thereof, and the Tenant covenants to cause the Improvements to be
acquired, constructed and/or completed in accordance with the Project Contracts.
The Tenant warrants that the construction and/or acquisition of the Improvements
in  accordance  with said  Project  Contracts  will result in the Project  being
suitable for use by the Tenant for its purposes. Any and all amounts received by
the  Issuer,  the  Trustee or the Tenant  from any of the  contractors  or other
suppliers by way of breach of contract,  refunds or  adjustments  shall become a
part of and be deposited in the Project Fund or the accounts contained therein.


                                       3
<PAGE>

      (b) The Tenant,  at its own cost and expense,  will deliver to the Trustee
copies of the  following  documents  (which  shall be  collectively  referred to
herein as the "PROJECT  DOCUMENTS")  concurrently  with the initial issuance and
delivery  of the  Series  2001  Bonds or at such time as such  documents  become
available  and in any event by such time as work is  commenced on the portion of
the Project to which they relate:

            (i) Plans and Specifications. All Plans and Specifications.

            (ii) Construction  Contracts.  The guaranteed  maximum price general
      contractor's contract for the Project.

            (iii)  Performance and Payment Bonds.  Performance and payment bonds
      in amounts equal to one-hundred  percent of the Project Costs insuring the
      Tenant,  the Issuer and the Trustee,  as their  respective  interests  may
      appear  against all delays in  completion of all  construction  contracts,
      against  failure  timely to complete  the Project in  accordance  with the
      Plans and  Specifications,  and against  claims for payment to cover labor
      and material used or reasonably required for use in the performance of the
      construction contracts.

            (iv) Title  Insurance.  A standard ALTA leasehold policy or policies
      of title insurance,  or a commitment therefor,  showing the Trustee as the
      insured party,  with respect to the Project,  together with an endorsement
      equivalent to ALTA 9 and an  appropriate  ALTA zoning  endorsement,  in an
      aggregate  amount not less than the  principal  amount of the Series  2001
      Bonds,  which  policy or policies  shall insure that the Tenant holds good
      and marketable  leasehold title to the Project,  subject only to Permitted
      Encumbrances.

            (v) Survey.  Survey of the Land,  prepared by a surveyor licensed in
      the State of Missouri in accordance with the standard detail  requirements
      for land title surveys  adopted by ALTA and ACSM, as revised and in effect
      on the date of such survey,  and certified to the Trustee not more than 90
      days prior to the date of  original  issuance  of the Series  2001  Bonds,
      indicating  location of any existing  facilities on the real property,  or
      such surveys to be in such other form as may be acceptable to the Trustee.

            (vi) Environmental Audit. A phase I and phase II environmental audit
      of the Project.

            (vii)   Insurance.   Certificate(s)   of   insurance   demonstrating
      compliance with the provisions of ARTICLE VI hereof.

            (viii) Assignment of Construction  Documents and General  Contractor
      Consent.  An assignment of the  construction  documents from the Tenant to
      the Trustee and a consent to such assignment  from the general  contractor
      employed for the Project and the agreement of such general contractor,  to
      the effect  that upon a Lease  Event of  Default by the Tenant  under this
      Lease,  said  general  contractor  will,  at the  request of the  Trustee,
      continue performance under its contract with the Tenant in accordance with
      the terms  thereof,  provided it is  reimbursed  in  accordance  with said
      contract for all services,  work, labor and materials  rendered under such
      contract.

            (ix)  Assignment  of  Architectural  and  Engineering  Documents and
      Architect  Consent.  An assignment of the  architectural  and  engineering
      documents from the Tenant to the Trustee and a consent to such  assignment
      from the  architect  employed  for the  Project and the  agreement  of the
      architect,  to the effect that upon a Lease Event of Default by the Tenant
      under this Lease,  said  architect  will,  at the request of the  Trustee,
      continue performance under its contract with the Tenant in accordance with
      the terms  thereof,  provided it is  reimbursed  in  accordance  with said
      contract for all services rendered under such contract.

            (x) Sublease. A fully-executed copy of the Sublease for the Project.

      The  Tenant  covenants  and agrees to obtain and  thereafter  promptly  to
deliver to the Trustee all remaining  construction  contracts,  purchase orders,
approvals, licenses and permits required or necessary for the Project.

      SECTION  4.5  PAYMENT  OF  PROJECT   COSTS  FOR   BUILDINGS,   STRUCTURES,
FACILITIES,  ADDITIONS AND IMPROVEMENTS. The Issuer hereby agrees to pay for the
construction  and  installation  of  the  buildings,   structures,   facilities,
additions and improvements  constituting a part of the Improvements,  but solely
from the Project Fund and the accounts contained therein,  and hereby authorizes
and directs the  Trustee to pay for the same,  but solely from the Project  Fund
and the  accounts  contained  therein,  from time to time,  upon  receipt by the
Trustee of a certificate signed by the Authorized Tenant Representative and Koll
Construction,  L.P. and approved by the Project Consultant in the form set forth
by  APPENDIX  A hereto  which is  incorporated  herein  by  reference.  The sole
obligation  of the Issuer  under this  section  shall be to cause the Trustee to
make such  disbursements  upon receipt of such  certificates.  The Tenant agrees
that the maximum  amount of funds to be disbursed from the Project Fund for Cost
of Issuance is $155,556.09 and the maximum amount for non-construction  contract
Project Costs disbursements from the Project Fund is $1,156,812.50. Any Costs of
Issuance or non-construction  contract project costs disbursement requests shall
be made on the form set  forth in  APPENDIX  A signed by the  Authorized  Tenant
Representative, but shall not require signatures from Koll Construction, L.P. or
the Project  Consultant.  The Trustee may rely fully on any such  directions and
shall not be required to make any investigation in connection therewith,  except
that the Trustee shall investigate  requests for reimbursements made directly to
the Tenant and shall require such supporting  evidence as would be required by a
reasonable and prudent trustee.


                                       4
<PAGE>

      SECTION  4.6.  PAYMENT  OF  PROJECT  COSTS FOR  MACHINERY,  EQUIPMENT  AND
PERSONAL  PROPERTY.  The  Issuer  hereby  agrees  to pay  for the  purchase  and
acquisition of any  machinery,  equipment and personal  property  constituting a
part of the  Improvements,  but solely  from the Project  Fund and the  accounts
contained therein,  and hereby authorizes and directs the Trustee to pay for the
same, but solely from the Project Fund and the accounts contained therein,  from
time to time,  upon  receipt  by the  Trustee  of a  certificate  signed  by the
Authorized Tenant  Representative  and approved by the Project Consultant in the
form  provided by APPENDIX A hereto which is  incorporated  herein by reference,
which certificate is accompanied by the following specific information:

            (a) name of the seller;

            (b) name of the manufacturer;

            (c) a copy of the  seller's  invoice,  purchase  order or other like
      document  evidencing the purchase by the Tenant of such  machinery  and/or
      equipment;

            (d) common descriptive name of machinery or equipment;

            (e) manufacturer's or seller's technical description of machinery or
      equipment;

            (f) capacity or similar designation;

            (g) serial number, if any; and

            (h) model number, if any.

The sole  obligation  of the  Issuer  under this  Section  shall be to cause the
Trustee  to make  such  disbursements  upon  receipt  of said  certificates  and
information. The Trustee may rely fully on any such certificate and shall not be
required to make any independent  investigation in connection therewith,  except
that the Trustee shall investigate  requests for reimbursements made directly to
the Tenant and shall require such supporting  evidence as would be required by a
reasonable and prudent trustee.  All machinery,  equipment and personal property
acquired,  in whole or in part,  from funds deposited in the Project Fund or any
accounts  contained  therein pursuant to this Section shall be and become a part
of the Project.

      SECTION 4.7. COMPLETION OF PROJECT.  The Tenant warrants that the Project,
when  completed,  will be necessary or useful in its  development for use by the
Tenant for its  purposes.  The Issuer and the Tenant each  covenant and agree to
proceed  diligently  to complete the Project on or before the  Completion  Date.
Upon  completion of the Project and  acceptance of the Project by the Subtenant,
the  Tenant  shall  cause the  Authorized  Tenant  Representative  to  deliver a
Certificate of Completion to the Trustee.

      SECTION  4.8.  DEFICIENCY  OF PROJECT  FUND.  If the Project  Fund and the
accounts  contained therein shall be insufficient to pay fully all Project Costs
and to fully complete the Project,  lien free,  the Tenant  covenants to pay the
full  amount  of  any  such  deficiency  by  making  payments  directly  to  the
contractors and to the suppliers of materials,  machinery,  equipment,  property
and services as the same shall become due,  and the Tenant shall  indemnify  and
hold harmless the Issuer from any obligation to pay such deficiency.

      SECTION 4.9.  SURPLUS IN PROJECT FUND. In the event funds are remaining in
the  Project  Fund or any of the  accounts  contained  therein  on the  date the
Certificate  of  Completion is furnished to Trustee or on the  Completion  Date,
whichever  shall first occur,  such remaining  funds shall be transferred by the
Trustee to the applicable account within the Debt Service Fund on the Completion
Date and shall be applied in  accordance  with the  provisions of SECTION 504 of
the Indenture.

      SECTION 4.10. RIGHT OF ENTRY BY THE ISSUER.  The duly authorized agents of
the Issuer shall have the right at any  reasonable  time prior to the completion
of the  Project  to have  access to the  Project  or any parts  thereof  for the
purpose  of  inspecting  and  supervising  the   acquisition,   installation  or
construction thereof.

      SECTION 4.11.  MACHINERY,  EQUIPMENT OR PERSONAL PROPERTY PURCHASED BY THE
TENANT.  Any item of  machinery,  equipment  or personal  property for which the
entire purchase price is paid by the Tenant with the Tenant's own funds,  and no
part of the purchase price of which is paid from funds  deposited in the Project
Fund or any of the  accounts  contained  therein  pursuant  to the terms of this
Lease or the  Indenture,  then such item of  machinery,  equipment  or  personal
property  shall be deemed the  property  of the Tenant and shall not be deemed a
part of the Project.

      SECTION  4.12.  PROJECT IS  PROPERTY OF THE  ISSUER.  Except as  otherwise
specifically provided herein, all buildings,  improvements and work constituting
a part of the  Project,  all work and  materials  on the  Project  as such  work
progresses, and the Project as fully completed,  anything under this Lease which
becomes, is deemed to be, or constitutes a part of the Project,  and the Project
as repaired, rebuilt,  rearranged,  restored or replaced by the Tenant under the
provisions of this Lease, shall immediately when erected or installed become the
absolute property of the Issuer.


                                       5
<PAGE>

      SECTION 4.13. KANSAS RETAILERS' SALES TAX.

      (a) The parties have entered into this Lease in contemplation  that, under
the existing provisions of K.S.A. 79-3606(d) and other applicable laws, sales of
tangible personal property or services purchased in connection with construction
of the Project  are  entitled  to  exemption  from the tax imposed by the Kansas
Retailers'  Sales Tax Act.  The parties  agree that the Issuer  shall,  upon the
request of and with the Tenant's assistance,  promptly obtain from the State and
furnish to the  contractors  and  suppliers  an  exemption  certificate  for the
construction of the Project.  The Tenant  covenants that said exemption shall be
used only in  connection  with the  purchase  of tangible  personal  property or
services becoming a part of the Project.

      (b) The parties further acknowledge that, under the existing provisions of
K.S.A.  79-3603(h),  a tax may be levied at the  currently  lawful rate upon the
gross  receipts  derived by the Issuer  from the  renting or leasing of personal
property, if any, purchased from the proceeds of the Bonds. The Tenant agrees to
pay,  as  Additional  Rent  hereunder,  the  full  amount  of  any  such  tax as
hereinafter  determined.  Such payments, if required,  shall be made at the same
time as the  installments  of Basic Rent provided for hereby,  and shall be made
directly to the Issuer,  or in such other  manner as the Issuer may from time to
time direct in writing.  It shall be the duty of the Issuer to promptly file any
returns  and remit any such taxes to the State,  or to make  suitable  provision
therefor,  in accordance  with applicable  laws,  rulings and  regulations.  The
Issuer's  taxable gross receipts shall be determined by multiplying that portion
of each  installment of Basic Rent which  represents the payment of principal of
the  Bonds by a  fraction  in  which  the  total  proceeds  of the  Bonds is the
denominator,  and the amount  expended from Bond proceeds for the acquisition of
personal  property (which amount shall be determined by the Tenant and set forth
in a certificate delivered to the Issuer, the Tenant and the Trustee immediately
following  completion  of  construction  of the Project) is the  numerator.  The
amount of each  installment  of tax due shall be determined by  multiplying  the
Issuer's  taxable gross  receipts  determined  in accordance  with the preceding
sentence  (unless  a  different  determination  has been made in a  judicial  or
administrative  proceeding  as  hereinafter  provided),  by such  other tax rate
percentage   as  may  from  time  to  time  be   imposed  by   applicable   law.
Notwithstanding  the  foregoing  provisions,  if it shall be  determined  in any
judicial or  administrative  proceeding that the Issuer's taxable gross receipts
are in an amount  other than the amount  determined  by applying  the  foregoing
provisions,  the Tenant shall be  obligated to pay and hereby  agrees to pay the
full  amount  of such  tax,  based  upon  such  judicially  or  administratively
determined gross receipts, it being the intent of this provision that the Tenant
shall  pay in full the  amount of any such  tax,  but no more than such  amount,
which the Issuer is obligated to collect under the present or any future laws of
the State.

      SECTION  4.14.  NO  WARRANTY BY THE ISSUER.  The Tenant  recognizes  that,
because the  components  of the Project have been and are to be  designated  and
selected by it, THE ISSUER HAS NOT MADE AND WILL NOT MAKE AN  INSPECTION  OF THE
PROJECT OR OF ANY FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF,  AND THE
ISSUER  MAKES NO WARRANTY OR  REPRESENTATION,  EXPRESS OR IMPLIED OR  OTHERWISE,
WITH  RESPECT  TO  THE  SAME  OR  THE  LOCATION,   USE,   DESCRIPTION,   DESIGN,
MERCHANTABILITY,  FITNESS  FOR USE  FOR ANY  PARTICULAR  PURPOSE,  CONDITION  OR
DURABILITY THEREOF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN,
IT BEING AGREED THAT ALL RISKS  INCIDENT  THERETO ARE TO BE BORNE BY THE TENANT.
IN THE EVENT OF ANY DEFECT OR  DEFICIENCY  OF ANY  NATURE IN THE  PROJECT OR ANY
FIXTURE OR OTHER ITEM CONSTITUTING A PORTION THEREOF,  WHETHER PATENT OR LATENT,
THE ISSUER SHALL HAVE NO RESPONSIBILITY  OR LIABILITY WITH RESPECT THERETO.  THE
PROVISIONS  OF THIS SECTION 4.14 HAVE BEEN  NEGOTIATED  AND ARE INTENDED TO BE A
COMPLETE  EXCLUSION  AND NEGATION OF ANY  WARRANTIES OR  REPRESENTATIONS  BY THE
ISSUER,  EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT OR ANY FIXTURE OR OTHER
ITEM  CONSTITUTING A PORTION  THEREOF,  WHETHER ARISING  PURSUANT TO THE UNIFORM
COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT.

      SECTION 4.15. ENFORCEMENT OF CONTRACTS AND SURETY BONDS. In the event of a
material  default of any  contractor  or  subcontractor  under any  construction
contract or any other  contract made in connection  with the Project,  or in the
event  of  a  material  breach  of  warranty  with  respect  to  any  materials,
workmanship or performance,  the Tenant will promptly proceed, either separately
or in conjunction with others,  to pursue  diligently the remedies of the Tenant
against the contractor or  subcontractor  in default and against any surety on a
bond securing the performance of such contract.  Any amounts recovered by way of
damages,  refunds,  adjustments  or otherwise in connection  with the foregoing,
after deduction of expenses incurred in such recovery and after reimbursement to
the Tenant of any  amounts  theretofore  paid by the  Tenant and not  previously
reimbursed  to the Tenant for  correcting or remedying of the default which gave
rise to the proceedings against the contractor,  subcontractor or surety,  shall
be paid into the Project Fund if received  before the date of  completion of the
Project, and otherwise shall be deposited into the Debt Service Fund and applied
as provided in SECTION 604 of the Indenture.

                                   ARTICLE V

                                 RENTAL PAYMENTS

      SECTION 5.1. BASIC RENT. The Issuer reserves and the Tenant  covenants and
agrees to pay to the  Trustee  during  the Basic  Term,  for the  account of the
Issuer, for deposit in the Debt Service Fund and the accounts contained therein,
on each Basic Rent Payment Date, Basic Rent in immediately available funds.

      SECTION 5.2.  ACQUISITION OF BONDS BY THE TENANT.  In the event the Tenant
acquires  any  Outstanding  Bonds,  it may  present  the same to the  Issuer for
cancellation,  and upon such cancellation,  the Tenant's obligation to pay Basic
Rent shall be reduced accordingly, but in no event shall the Tenant's obligation
to pay Basic Rent be reduced in such a manner that the Trustee shall not have on
hand in the Debt Service Fund or the accounts contained therein funds sufficient
to pay the maturing  principal of, premium,  if any, and interest on Outstanding
Bonds as and when the same shall become due and payable in  accordance  with the
provisions of the Indenture.

      SECTION 5.3.  ADDITIONAL  RENT.  Within  thirty (30) days after receipt of
written notice thereof,  the Tenant shall pay to the Trustee, for the account of
the Issuer, as Additional Rent, the following amounts:

            (a) all reasonable fees,  charges and expenses,  including agent and
      counsel  fees, of the Trustee and the Paying  Agents  incurred  under this
      Lease, the Indenture or any other document entered into in connection with
      the Bonds;


                                       6
<PAGE>

            (b) all  reasonable  costs  incident to the payment of the principal
      of, premium, if any, and interest on the Bonds as the same becomes due and
      payable,  including  all costs and expenses in  connection  with the call,
      redemption and payment of all Outstanding Bonds;

            (c) all reasonable fees,  charges and expenses,  including agent and
      counsel fees,  reasonably  incurred in connection  with the enforcement of
      any  rights  against  the  Tenant or the  Project  under this Lease or the
      Indenture by the Issuer, the Trustee or the Owners, provided, however, the
      Tenant shall not be  obligated to pay for such fees,  charges and expenses
      as may be incurred by the Issuer or the Trustee  solely as a result of its
      own gross negligence or wrongful misconduct;

            (d) an amount  sufficient  to reimburse  the Issuer for all expenses
      reasonably  incurred by the Issuer  hereunder and in  connection  with the
      performance of its obligations under this Lease or the Indenture; and

            (e) all other  payments  of  whatever  nature  which the  Tenant has
      agreed to pay or assume under the provisions of this Lease,  the Indenture
      or any other document entered into in connection with the Bonds.

      SECTION 5.4.  PREPAYMENT OF BASIC RENT.  The Tenant may at any time prepay
all or any part of the Basic Rent.

      SECTION  5.5.  RENT  PAYABLE  WITHOUT  ABATEMENT  OR  SETOFF.  The  Tenant
covenants  and  agrees  with and for the  express  benefit of the Issuer and the
Owners that all payments of Basic Rent and Additional  Rent shall be made by the
Tenant as the same  become  due,  and that the Tenant  shall  perform all of its
obligations,  covenants and  agreements  hereunder  without notice or demand and
without abatement, deduction, setoff, counterclaim, recoupment or defense or any
right of termination or cancellation  arising from any circumstance  whatsoever,
whether now  existing or  hereafter  arising,  and  irrespective  of whether the
Improvements  shall have been  acquired,  started or  completed,  or whether the
Issuer's title to the Project or any part thereof is defective or  non-existent,
and  notwithstanding  any failure of consideration or commercial  frustration of
purpose,  the  eviction or  constructive  eviction of the Tenant,  any Change of
Circumstances,  any  change  in the tax or other  laws of the  United  States of
America,  the State,  or any municipal  corporation or political  subdivision of
either,  any change in the Issuer's legal organization or status, or any default
of the Issuer  hereunder,  and regardless of the invalidity of any action of the
Issuer  or any  other  event or  condition  whatsoever,  and  regardless  of the
invalidity  of any  portion  of this  Lease,  and the Tenant  hereby  waives the
provisions  of any statute or other law now or hereafter  in effect  contrary to
any of its  obligations,  covenants  or  agreements  under  this  Lease or which
releases  or purports  to release  the Tenant  therefrom.  Nothing in this Lease
shall be  construed as a waiver by the Tenant of any rights or claims the Tenant
may have against the Issuer under this Lease or otherwise, but any recovery upon
such  rights and claims  shall be had from the Issuer  separately,  it being the
intent of this Lease that the Tenant  shall be  unconditionally  and  absolutely
obligated to perform  fully all of its  obligations,  agreements  and  covenants
under this Lease  (including  the  obligation  to pay Basic Rent and  Additional
Rent) for the benefit of the Owners.

      SECTION 5.6. DEPOSIT AND APPLICATION OF RENT BY TRUSTEE. The Trustee shall
deposit,  use and  apply  all  payments  of Basic  Rent and  Additional  Rent in
accordance with the provisions of this Lease and the Indenture.

      SECTION  5.7. NET LEASE.  The parties  hereto agree that (a) this Lease is
intended to be a net lease,  (b) the payments of Basic Rent and Additional  Rent
are designed to provide the Issuer and the Trustee with funds adequate in amount
to pay all principal of, premium,  if any, and interest on the Bonds as the same
become due and  payable  and to pay and  discharge  all of the other  duties and
requirements set forth herein,  and (c) to the extent that the payments of Basic
Rent and Additional  Rent are not adequate to provide the Issuer and the Trustee
with funds sufficient for the purposes aforesaid,  the Tenant shall be obligated
to pay, and it does hereby covenant and agree to pay, upon demand  therefor,  as
Additional Rent, such further sums of money as may from time to time be required
for such purposes.

                                   ARTICLE VI

                                    INSURANCE

      SECTION  6.1.  INSURANCE AS A CONDITION  TO  DISBURSEMENT.  As a condition
precedent  to  disbursement  of funds  from the  Project  Fund and the  accounts
contained  therein pursuant to ARTICLE IV hereunder,  the following  policies of
insurance shall be in full force and effect:

            (a) at all times during the Term,  the Tenant shall  maintain at its
      sole cost and expense  general  accident  and public  liability  insurance
      covering  the  Tenant's  operations  in or  upon  the  Project  (including
      coverage  for  all  losses   whatsoever   arising   from  the   ownership,
      maintenance, use or operation of any automobile, truck or other vehicle in
      or upon the Project)  under which the Tenant shall be named as the insured
      and the Issuer and the Trustee  shall be  additional  named  insureds,  as
      their  interests in the Project shall  appear,  in an amount not less than
      the then maximum liability of a governmental entity for claims arising out
      of a single  occurrence as provided by the Kansas Tort Claims Act or other
      similar future law (currently $500,000 per occurrence), which policy shall
      provide that such  insurance  may not be  cancelled by the issuer  thereof
      without  at least 30 days'  advance  written  notice  to the  Issuer,  the
      Tenant,  and the Trustee,  such insurance to be maintained  throughout the
      Term;

            (b) at all times during the term,  the Tenant shall  maintain at its
      sole cost and  expense,  in  connection  with the  Project,  the  workers'
      compensation insurance required by the laws of the State; and

            (c) at all times during the Construction  Period,  the Tenant shall,
      at its sole cost and expense,  maintain or cause the contractor  under its
      construction  contract  with respect to the Project to  maintain,  in full
      force and effect a policy or policies of  Builder's  Risk-Completed  Value
      Form Insurance insuring the Project against fire,  lightning and all other
      risks covered by the broadest form extended coverage  endorsement then and
      from time to time  thereafter  in use in the  State to the Full  Insurable
      Value of the Project (subject to reasonable loss deductible clauses not to
      exceed $25,000).  Such insurance coverage shall name the Tenant as insured
      and the Issuer and the  Trustee as  additional  named  insureds,  as their
      respective  interests  appear,  and all Net Proceeds  received  under such
      policy or policies  by the Issuer or the Tenant  shall be paid over to the
      Trustee and be applied as set forth in ARTICLE XV hereof.


                                       7
<PAGE>

      SECTION 6.2.  INSURANCE AFTER  COMPLETION.  The Tenant shall,  prior to or
simultaneously  with the expiration of the insurance provided for in SECTION 6.1
and  throughout  the  Basic  Term,  at its sole cost and  expense,  (a) keep the
Project  constantly  insured  against loss or damage by fire,  lightning and all
other risks covered by the broadest form extended coverage insurance endorsement
then in use in the State in an amount equal to the Full Insurable  Value thereof
(subject  to  reasonable  loss  deductible  provisions),  (b)  maintain  general
accident and public liability  insurance  pursuant to the requirements set forth
in SECTION  6.1(A) of this Lease and (c) business  interruption  insurance in an
amount not less than 12 months of Basic Rent payments.

      SECTION 6.3. GENERAL INSURANCE PROVISIONS.

      (a) Copies of the  insurance  policies  required  under this  Article,  or
originals or certificates or acceptable binders thereof,  each bearing notations
evidencing   payment  of  the  premiums  or  other   evidence  of  such  payment
satisfactory  to the Issuer,  shall be delivered by the Tenant to the Issuer and
the Trustee  within ten (10) days  following the  execution  hereof and at least
thirty (30) days prior to the  expiration  dates of any expiring  policies.  All
policies of such insurance and all renewals thereof shall name the Tenant as the
insured and the Issuer and the  Trustee as  additional  named  insureds as their
respective  interests may appear,  shall contain a provision that such insurance
may not be  cancelled or amended by the issuer  thereof  without at least thirty
(30) days' written notice to the Issuer, the Tenant and the Trustee and shall be
payable to the  Issuer,  the Tenant and  Trustee as their  respective  interests
appear. The Issuer and the Tenant each hereby agree to do anything necessary, be
it the endorsement of checks or otherwise,  to cause any such payment to be made
to the Trustee,  as long as such payment is required by this Lease to be made to
the Trustee.  Any charges made by the Trustee for its services  shall be paid by
the Tenant.

      (b) Each policy of insurance  hereinabove referred to shall be issued by a
nationally recognized  responsible insurance company qualified under the laws of
the State to assume  the risks  covered  therein  except  that the Tenant may be
self-insured  as to any  required  insurance  coverages  with the consent of the
Issuer and the Trustee, which consent will not be unreasonably withheld.

      (c)  Certificates of insurance  evidencing the insurance  coverages herein
required  shall be filed with the Trustee  continuously  during the term of this
Lease.

      (d) Each policy of insurance  hereinabove  referred to may be subject to a
reasonable deductible in an amount approved by the Trustee.

      (e) Each  policy of  insurance  required  herein may be  provided  through
blanket policies of insurance maintained by the Tenant.

      SECTION  6.4.  TITLE  INSURANCE.  On or prior to the date of issuance  and
delivery of the Bonds by the Issuer, the Tenant shall purchase a policy of or an
endorsement to owner's title insurance, insuring fee simple title to the Project
in the Issuer, subject to Permitted Encumbrances,  deleting the survey exception
and the coinsurance  provisions of the policy, in an amount equal to the maximum
insurable value thereof for title insurance  purposes.  The Tenant shall deliver
copies of such  policy to the  Trustee on or before the date of  issuance of the
Bonds.  The  Issuer  and the Tenant  agree  that any and all  proceeds  received
therefrom  during the Basic Term (a) if received  before the  completion  of the
Project,  shall be paid  into  and  become a part of the  Project  Fund,  (b) if
received  thereafter but before the Bonds and interest thereon have been paid in
full,  shall be paid into and become a part of the Debt Service Fund, and (c) if
received after the Bonds,  premium,  if any, and interest thereon have been paid
in full, shall belong and be paid to the Tenant.

                                  ARTICLE VII

                                   IMPOSITIONS

      SECTION 7.1. IMPOSITIONS. The Tenant shall, during the Term, bear, pay and
discharge, before the delinquency thereof, any and all Impositions. In the event
any  Impositions  may be  lawfully  paid in  installments,  the Tenant  shall be
required to pay only such installments  thereof as become due and payable during
the Term as and when the same become due and payable. The Tenant shall indemnify
and hold harmless the Issuer from any and all Impositions due and payable during
the Term and any  costs  and  expenses  incurred  by the  Issuer  in  connection
therewith.

      SECTION 7.2. RECEIPTED  STATEMENTS.  Unless the Tenant exercises its right
to contest any  Impositions  in accordance  with SECTION 7.4 hereof,  the Tenant
shall,  within thirty (30) days after the last day for payment  (without penalty
or  interest)  of an  Imposition  which the Tenant is required to bear,  pay and
discharge such Imposition pursuant to the terms hereof and deliver to the Issuer
a  photostatic  or other  suitable copy of the  statement  issued  therefor duly
receipted to show the payment thereof.

      SECTION 7.3. THE ISSUER MAY NOT SELL ITS  OWNERSHIP  INTEREST.  The Issuer
covenants  that,  unless the Tenant is in default  under this Lease it will not,
without the Tenant's written consent,  unless required by law, sell or otherwise
part with or encumber its fee or other ownership  interest in the Project at any
time during the Term.


                                       8
<PAGE>

      SECTION 7.4.  CONTEST OF IMPOSITIONS.  The Tenant shall have the right, in
its own or the Issuer's  name or both,  to contest the validity or amount of any
Imposition by appropriate  legal  proceedings  instituted at least ten (10) days
before the Imposition  complained of becomes  delinquent if, and provided,  that
the  Tenant  (a)  before  instituting  any such  contest,  shall give the Issuer
written  notice of its  intention  to do so and, if  requested in writing by the
Issuer,  shall  deposit  with  the  Trustee  a surety  bond of a surety  company
acceptable to the Issuer as surety, in favor of the Issuer, or cash, in a sum of
at least the amount of the Imposition so contested, assuring the payment of such
contested Impositions together with all interest and penalties to accrue thereon
and court costs,  (b)  diligently  prosecutes  any such contest and at all times
effectively  stays or prevents any  official or judicial  sale  therefor,  under
execution or otherwise,  and (c) promptly pays any final judgment  enforcing the
Imposition so contested  and  thereafter  promptly  procures  record  release or
satisfaction  thereof.  The Tenant shall  indemnify and hold harmless the Issuer
from any costs and expenses the Issuer may incur related to any such contest.

                                  ARTICLE VIII

                       USE AND MAINTENANCE OF THE PROJECT

      SECTION 8.1. USE OF PROJECT.  Subject to the provisions of this Lease, the
Tenant shall have the right to use the Project for any and all purposes  allowed
by law and contemplated by the Constitution of the State and the Act. The Tenant
shall comply with all statutes, laws, ordinances,  orders,  judgments,  decrees,
regulations,  directions and requirements of all federal, state, local and other
governments  or  governmental  authorities,  now or hereafter  applicable to the
Project  or to  any  adjoining  public  ways,  as to  the  manner  of use or the
condition  of the Project or of adjoining  public ways.  The Tenant shall comply
with the mandatory requirements, rules and regulations of all insurers under the
policies  required to be carried under the provisions of this Lease.  The Tenant
shall pay all reasonable costs,  expenses,  claims, fines, penalties and damages
that may in any manner  arise out of, or be imposed as a result of, the  failure
of the Tenant to comply with the provisions of this Section.

      SECTION 8.2. REPAIRS AND MAINTENANCE. The Tenant covenants and agrees that
it will, during the Term, keep and maintain the Project and all parts thereof in
good  condition and repair,  including but not limited to the  furnishing of all
parts,  mechanisms  and devices  required to keep the  machinery,  equipment and
personal  property  constituting  a part of the Project in good  mechanical  and
working order,  and that during said period of time it will keep the Project and
all  parts  thereof  free  from  filth,  nuisance  or  conditions   unreasonably
increasing the danger of fire.

      SECTION 8.3.  ENVIRONMENTAL  MATTERS. The Tenant is solely responsible for
maintaining the Project in compliance with all Environmental  Laws. In the event
that the Tenant does not  expeditiously  proceed with any compliance action with
respect  to the  Project  lawfully  required  by any  local,  state  or  federal
authority under  applicable  Environmental  Law, the Issuer,  immediately  after
notice to the Tenant,  may elect (but may not be  required)  to  undertake  such
compliance.  Any moneys  expended  by the  Issuer in efforts to comply  with any
applicable   Environmental  Law  (including  the  cost  of  hiring  consultants,
undertaking sampling and testing,  performing any cleanup necessary or useful in
the  compliance  process  and  attorneys'  fees)  shall  be due and  payable  as
Additional Rent hereunder with interest  thereon at the average rate of interest
per annum on the Bonds, plus two (2) percentage points,  from the date such cost
is incurred.  There shall be  unlimited  recourse to the Tenant to the extent of
any  liability  incurred  by the  Issuer  with  respect to any  breaches  of the
provisions of this Section.

      The Tenant  shall  indemnify  the  Issuer,  the Trustee and the Owners and
shall defend and hold them harmless from and against all loss, cost,  damage and
expense  (including,  without  limitation,  attorneys' fees and costs associated
incurred in the  investigation,  defense and settlement of claims) that they may
incur,  directly  or  indirectly,  as a  result  of or in  connection  with  the
assertion  against them or any of them of any claim relating to the presence on,
escape or removal from the Project of any hazardous  substance or other material
regulated by any applicable Environmental Law, or compliance with any applicable
Environmental  Law,  whether  before,  during or after  the term of this  Lease,
including claims relating to personal injury or damage to property.

      SECTION 8.4.  UTILITIES.  All utilities  and utility  services used by the
Tenant in, on or about the Project shall be contracted  for by the Tenant in the
Tenant's own name and paid for by the Tenant,  and the Tenant shall, at its sole
cost and  expense,  procure  any and all  permits,  licenses  or  authorizations
necessary in connection  therewith;  provided,  however,  during the term of the
Sublease all utilities shall be paid for directly by the Subtenant.

      SECTION 8.5.  LIABILITY OF TENANT.  Anything in this Lease to the contrary
notwithstanding,  the  Tenant  shall be liable  to the  Issuer  pursuant  to the
provisions of this Lease or  otherwise,  as to any loss or damage which may have
been occasioned by the negligence of the Tenant, its agents or employees.

                                   ARTICLE IX

                             SUBLEASE AND ASSIGNMENT

      SECTION  9.1.  SUBLEASE  BY THE TENANT.  The Tenant has  entered  into the
Sublease  with the  Subtenant.  Tenant  hereby  collaterally  assigns all of its
right, title and interest in and to the Sublease to the Issuer as collateral for
the  performance  of its  obligations  under this Lease.  Tenant shall cause the
Subtenant to execute such  agreements as the Trustee may  reasonably  require to
provide all payments of rent to be made by the Subtenant  shall be made directly
to the Trustee for deposit in the Debt Service Fund. The Issuer hereby  consents
to the sublease of this Lease to the  Subtenant  pursuant to the  Sublease.  The
Tenant  may not amend the  Sublease  without  the prior  written  consent of the
Issuer and the Trustee.


                                       9
<PAGE>

      SECTION  9.2.  ASSIGNMENT  OF LEASE.  The  Tenant  shall have the right to
assign,  transfer  or  dispose  of this  Lease or any  interest  therein or part
thereof,  with the written  consent of the Issuer,  for any lawful purpose under
the Act; provided, however, the prior written consent of the Issuer shall not be
required if such assignee or  transferee  is an  Affiliate.  With respect to any
assignment  (including any assignment to an Affiliate),  the Tenant shall comply
with the following conditions:

            (1)  Such  assignment  shall  be  in  writing,   duly  executed  and
      acknowledged by the assignor and in proper form for recording;

            (2) Such assignment  shall include the entire then unexpired term of
      this Lease;

            (3) A duplicate  original of such  assignment  shall be delivered to
      the Issuer and the  Trustee  not later than  thirty (30) days prior to the
      proposed  effective  date,  together  with an assumption  agreement,  duly
      executed and acknowledged by the assignee in proper form for recording, by
      which the assignee shall assume all of the terms, covenants and conditions
      of this Lease on the part of the Tenant to be performed and observed;

            (4) At the time of any such  assignment  there shall be no damage or
      destruction  to the  Project  which has not been  repaired,  restored  and
      replaced in accordance with the provisions of this Lease, unless any funds
      then held by the Tenant for the purposes of such repair,  restoration  and
      replacement are simultaneously transferred to the assignee;

            (5)  Subtenant   shall  have  delivered  to  the  Trustee  in  forms
      satisfactory  to the Trustee (i) its written  consent to such  assignment,
      transfer or disposition and (ii) an estoppel  certificate  with respect to
      there being no defaults or events of default under the Sublease;

            (6) Moody's shall reaffirm the then current rating on the Bonds; and

            (7)  There  shall be  delivered  to the  Trustee  and the  Issuer an
      opinion of counsel that all conditions  precedent to such  assignment have
      been satisfied.

      Upon the  satisfaction  of the conditions  set forth herein,  the assignor
shall be relieved of all further liability  occurring on and after the effective
date of such assignment,  provided,  however,  such assignment shall not relieve
the assignor of its obligations pursuant to SECTION 10.2.

                                    ARTICLE X

                              ADDITIONAL COVENANTS

      SECTION 10.1. SURRENDER OF POSSESSION.  Upon accrual of the Issuer's right
of  re-entry  as the  result  of the  Tenant's  default  hereunder  or upon  the
cancellation  or termination of this Lease by lapse of time or otherwise  (other
than as a result of the  Tenant's  purchase of the  Project),  the Tenant  shall
peacefully  surrender  possession of the Project to the Issuer in good condition
and repair, ordinary wear and tear excepted; provided, however, the Tenant shall
have the right, prior to or within sixty (60) days after the termination of this
Lease,  to  remove  from or  about  the  Project  the  buildings,  improvements,
machinery,  equipment, personal property, furniture and trade fixtures which the
Tenant owns under the  provisions  of this Lease and which are not a part of the
Project.  All repairs to and  restorations  of the  Project  required to be made
because of such removal shall be made by and at the sole cost and expense of the
Tenant. All buildings,  improvements,  machinery,  equipment, personal property,
furniture  and trade  fixtures  owned by the Tenant and which are not so removed
from or about  the  Project  prior to or  within  sixty  (60)  days  after  such
termination of this Lease shall become the separate and absolute property of the
Issuer.

      SECTION 10.2.  INDEMNIFICATION  BY THE TENANT. The Tenant shall and hereby
covenants and agrees to indemnify,  protect, defend and hold harmless the Issuer
and the Trustee from and against any and all claims,  demands,  liabilities  and
costs,  including  reasonable  attorneys'  fees,  except  those costs which have
arisen  from the willful  misconduct  or gross  negligence  of the Issuer or the
Trustee, arising from damage or injury, actual or claimed, of whatsoever kind or
character, to property or persons,  occurring in, on or about the Project during
the Term hereof,  and upon timely written notice from the Issuer or the Trustee,
the Tenant shall  defend the Issuer and the Trustee in any action or  proceeding
brought thereon; provided, however, that nothing contained in this Section shall
be construed as requiring  the Tenant to indemnify the Issuer or the Trustee for
any claim  resulting  from any act or omission of the Issuer or the Trustee,  or
their respective agents and employees.

      SECTION  10.3.  CONTINUING  DISCLOSURE.  The Tenant  hereby  covenants and
agrees  that it will  comply  with and  carry out all of the  provisions  of the
Continuing  Disclosure  Agreement dated as of February 1, 2001 among the Trustee
and the Tenant.  Notwithstanding  any other provision of this Lease,  failure of
the Tenant to comply  with such  Continuing  Disclosure  Agreement  shall not be
considered a Lease Event of Default under this Lease;  however,  the Trustee may
(and, at the request of the Owners of at least 25% aggregate principal amount in
Outstanding  Bonds,  shall) or any  Owner or  Beneficial  Owner (as  hereinafter
defined) may take such actions as may be necessary  and  appropriate,  including
seeking specific  performance by court order, to cause the Tenant to comply with
its obligations  under this Section.  For purposes of this Section,  "BENEFICIAL
OWNER" means any person which has the power, directly or indirectly,  to vote or
consent  with respect to, or to dispose of  ownership  of, any Bonds  (including
persons holding Bonds through nominees, depositories or other intermediaries).

      SECTION 10.4. FINANCIAL STATEMENTS AND ANNUAL BUDGET.

      (a) So long as any Bonds are  Outstanding  and unpaid  and  subject to the
terms of the Indenture, the Tenant shall furnish or cause to be furnished to the
Trustee,  the Issuer and the Series 2001 Placement Agent, as soon as practicable
after the end of each fiscal year and in any event within One Hundred and Eighty
(180) days  thereafter,  duplicate  copies of the  financial  statements  of the
Tenant prepared by a certified  public  accountant or a firm of certified public
accountants,  which  accountant or accountants  shall be of recognized  standing
selected by the Tenant. Such financial statements shall set forth in comparative
form the figures for the  previous  fiscal  year and such  financial  statements
shall be prepared in accordance with generally  accepted  accounting  principles
consistently applied (except for any change in accounting  principles with which
such public  accountants  concur) and the  examination  of such  accountants  in
connection  with such  financial  statements  shall be made in  accordance  with
generally accepted auditing standards, and accordingly include such tests of the
accounting records and such other auditing procedures as considered necessary in
the circumstances.


                                       10
<PAGE>

      (b) No later  than 30 days  prior to the end of each  calendar  year,  the
Tenant  shall  submit to the  Trustee and the Series  2001  Placement  Agent the
Annual Budget for the  following  calendar  year shown on a monthly  basis.  The
Annual  Budget  shall be  certified  by the  manager  of the  Tenant as true and
correct and shall include the estimated  revenues and expenses of the Project by
category for the following  year.  In addition,  the Annual Budget shall include
the monthly amounts to be deposited into the Tax and Insurance Fund.

      SECTION 10.5.  INVESTMENT  TAX CREDIT;  DEPRECIATION.  The Tenant shall be
entitled to claim the full benefit of (a) any investment  credit against federal
or state income tax  allowable  with respect to  expenditures  of the  character
contemplated  hereby under any federal or state income tax laws now or from time
to time hereafter in effect, and (b) any deduction for depreciation with respect
to the Project  from federal or state income  taxes.  The Issuer  agrees that it
will upon the  Tenant's  request  execute all such  elections,  returns or other
documents which may be reasonably necessary or required to more fully assure the
availability of such benefits to the Tenant.

      SECTION  10.6.  SECURITY  INTERESTS.  The Issuer  and the Tenant  agree to
execute  and  deliver  all  instruments   (including  financing  statements  and
statements of continuation  thereof) necessary for perfection of and continuance
of the security  interest of the Issuer in and to the Project.  The Tenant shall
file or cause to be filed all such instruments required to be so filed and shall
continue or cause to be continued the liens of such  instruments  for so long as
the Bonds shall be Outstanding.

      SECTION 10.7. ADDITIONAL COVENANTS OF THE TENANT.

      (a) The Tenant shall  construct and operate the Project in accordance with
all applicable federal, state and local laws, ordinances,  rules and regulations
and all  agreements  and  instruments  to  which it is a party or by which it is
bound.

      (b) The Tenant  shall not sell,  transfer,  convey,  encumber or otherwise
dispose of the Project or any part thereof during the Term except as provided in
this Lease and the Sublease, and the Tenant hereby further agrees that any sale,
transfer  or other  disposition  of the Project in  violation  hereof or thereof
shall be null, void and without effect,  shall cause a reversion of title to the
Tenant and shall be ineffective to relieve the Tenant of its  obligations  under
this Lease.

      (c) The  Tenant  shall  not  demolish  any part of the  Project  except in
accordance with the Plans and  Specifications  or substantially  remove from the
Project any real or personal property.

      (d) The Tenant  acknowledges  that it has reviewed the  provisions  of the
Indenture.  By the execution and delivery of this Lease, the Tenant approves the
Indenture  and agrees to be bound by all  provisions  thereof  applicable to the
Tenant.

      (e) The Tenant  shall not  execute  any other  agreement  with  provisions
contradictory to, or in opposition to, the provisions  hereof, and in any event,
the  requirements  of this Lease are paramount and  controlling as to the rights
and  obligations  herein  set forth and  supersede  any  other  requirements  in
conflict herewith.

      (f) If the Tenant  becomes aware of any  circumstance,  event or condition
which  would  result in the  interest  on the Bonds  becoming  subject to Kansas
income  taxation,  the Tenant shall  promptly give written notice thereof to the
Issuer, the Trustee and the Series 2001 Placement Agent.

      (g) Tenant  shall  cause all  payments to be made by  Subtenant  under the
Sublease to be paid  directly to the Trustee for deposit into the Revenue  Fund.
If  Tenant  shall  at any time  receive  all or any  part of a  payment  made by
Subtenant under the Sublease, the Tenant shall immediately deliver such funds to
the Trustee for deposit into the Revenue Fund.

      SECTION  10.8.  ADDITIONAL  COVENANTS  OF THE ISSUER.  Except as otherwise
provided  herein or in the  Indenture,  the Issuer shall not during the Term, in
whole or in part,  assign,  lease,  hypothecate  or  otherwise  create any other
interest in, or dispose of, or cause or permit any lien, claim or encumbrance to
be placed against,  the Project,  except this Lease, the Sublease and the pledge
of the Project pursuant to the Indenture.


                                       11
<PAGE>

                                   ARTICLE XI

                       REMOVAL OF MACHINERY AND EQUIPMENT;
                           IMPROVEMENTS TO THE PROJECT

      SECTION  11.1.  REMOVAL,  DISPOSITION  AND  SUBSTITUTION  OF MACHINERY AND
EQUIPMENT.  The  Tenant  shall  have the  right,  provided  the Tenant is not in
default in the payment of Basic Rent and Additional  Rent, to remove and sell or
otherwise dispose of (any such removal,  sale or disposition referred to in this
Section as a "REMOVAL") any machinery and equipment which  constitutes a part of
the  Project and which is no longer used by the Tenant or, in the opinion of the
Tenant,  is no longer suitable for use by the Tenant in its operations  (whether
by reason of changed processes, changed techniques,  obsolescence,  depreciation
or otherwise), subject, however, to the following conditions:

            (a) With respect only to such items of machinery and equipment  that
      originally cost $25,000 or more:

                  (i) Prior to any  Removal,  the  Tenant  shall  deliver to the
            Trustee a certificate signed by the Authorized Tenant Representative
            (A) containing a complete description, including the make, model and
            serial numbers, if any, of any machinery and equipment  constituting
            a part of the Project  which it  proposes to so remove,  (B) stating
            the reason for such Removal,  (C) stating what disposition,  if any,
            of the  machinery  and  equipment  is to be made by the Tenant after
            such  Removal  and the  names of the party or  parties  to whom such
            disposition  is to be made and the  consideration  to be received by
            the Tenant therefor, if any, and (D) setting forth the original cost
            and the current fair market value of such  machinery and  equipment;
            provided,  however,  that in no event shall the current  fair market
            value of such machinery and equipment be less than the consideration
            to be received by the Tenant  upon the  disposition  thereof be less
            than the current fair market value.

                  (ii)  Prior to any such  Removal,  the  Tenant  shall  pay the
            current fair market  value of such  machinery  and  equipment as set
            forth in said  certificate  to the  Trustee  and the  Trustee  shall
            deposit such amount in the Debt Service Fund.

                  (iii) The  Tenant  may  remove  any  machinery  and  equipment
            constituting a part of the Project  without first complying with the
            provisions of subparagraph (ii) above so long as the Tenant promptly
            replaces any such  machinery and equipment so removed with machinery
            and equipment of the same or a different  kind but which are capable
            of performing the same function,  efficiently,  as the machinery and
            equipment so removed, and the machinery and equipment so acquired by
            the Tenant to replace such machinery and equipment shall be deemed a
            part  of the  Project.  Within  thirty  (30)  days  after  any  such
            replacement by the Tenant, the Tenant shall deliver to the Trustee a
            certificate of the Authorized Tenant Representative  setting forth a
            complete  description,  including make, model and serial numbers, if
            any, of the machinery and equipment which the Tenant has acquired to
            replace the machinery  and  equipment so removed by the Tenant,  the
            cost thereof and a statement  that said machinery and equipment have
            been installed.

            (b) With respect to items of machinery and equipment that originally
      cost  less  than  $25,000,  the  Tenant  shall  deliver  to the  Trustee a
      certificate  setting forth the facts provided for in  subparagraph  (a)(i)
      above. In no event shall the Tenant annually remove items of machinery and
      equipment having an aggregate original cost of more than $100,000 pursuant
      to this subsection (b).

      All  machinery and  equipment  constituting  a part of the Project that is
removed  by the Tenant  pursuant  to this  Section  shall  become  the  absolute
property  of the Tenant and may be sold or  otherwise  disposed of by the Tenant
without accounting to the Issuer with respect thereto.  In all cases, the Tenant
shall pay all the costs and expenses of any such  Removal and shall  immediately
repair at its expense all damage to the Project  caused  thereby.  The  Tenant's
rights under this Article to remove machinery and equipment  constituting a part
of the  Project is intended  only to permit the Tenant to maintain an  efficient
operation by the Removal of such  machinery and equipment no longer  suitable to
the  Tenant's  use for any of the reasons set forth in this  paragraph  and such
right is not to be construed to permit a Removal  under any other  circumstances
and shall not be construed to permit the wholesale Removal of such machinery and
equipment by the Tenant.

      SECTION 11.2.  ADDITIONS,  IMPROVEMENTS,  MODIFICATIONS AND ALTERATIONS TO
THE PROJECT.  The Tenant  shall have and is hereby given the right,  at its sole
cost and  expense,  to make such  additions,  improvements,  modifications,  and
alterations  in and to any part of the  Project as the Tenant  from time to time
may deem necessary or advisable;  provided,  however,  the Tenant shall not make
any additions,  improvements,  modifications or alterations which will adversely
affect the  operation  of the  Project or  substantially  reduce its value.  All
additions,  improvements,  modifications  and  alterations  made  by the  Tenant
pursuant to the  authority  of this Section  shall (a) be made in a  workmanlike
manner and in strict compliance with all laws and ordinances applicable thereto,
(b) when commenced, be prosecuted to completion with due diligence, and (c) when
completed,  shall  be  deemed a part of the  Project;  provided,  however,  that
additions  of  machinery,  equipment  or personal  property  of the Tenant,  not
purchased or acquired from funds  deposited  with the Trustee  hereunder and not
constituting  a part of the Project  shall remain the  separate  property of the
Tenant  and may be removed by the Tenant  prior to  termination  of this  Lease;
provided  further,  however,  that all such additional  machinery,  equipment or
personal  property  which remain in the Project  after the  termination  of this
Lease for any cause other than the  purchase of the Project  pursuant to ARTICLE
XIII  hereof  shall,  upon and in the  event  of such  termination,  become  the
separate and absolute property of the Issuer.

      SECTION 11.3.  ADDITIONAL  IMPROVEMENTS ON THE LAND. The Tenant shall have
and is hereby given the right, at its sole cost and expense, to construct on the
Land or within  areas  occupied by the  Improvements,  or in airspace  above the
Project,  such additional buildings and improvements as the Tenant may from time
to time deem necessary or advisable.  All additional  buildings and improvements
constructed  by the Tenant  pursuant to the  authority  of this  Section  shall,
during the Term,  remain the property of the Tenant and may be added to, altered
or razed and  removed  by the  Tenant at any time  during  the Term.  The Tenant
covenants and agrees (a) to make all repairs and restorations,  if any, required
to be  made  to  the  Project  because  of the  construction  of,  addition  to,
alteration or removal of, said additional buildings or improvements, (b) to keep
and maintain said  additional  buildings and  improvements in good condition and
repair,  ordinary wear and tear excepted, (c) to promptly and with due diligence
either raze and remove from the Land, in a good,  workmanlike manner, or repair,
replace or restore such of said additional buildings or improvements as may from
time to time be damaged by fire or other  casualty,  and (d) that all additional
buildings and  improvements  constructed by the Tenant  pursuant to this Section
which  remain in place after the  termination  of this Lease for any cause other
than the purchase of the Project pursuant to ARTICLE XIII hereof shall, upon and
in the event of such  termination,  become the separate and absolute property of
the Issuer.


                                       12
<PAGE>

      SECTION  11.4.  PERMITS  AND  AUTHORIZATIONS.  The Tenant  shall not do or
permit  others  under its  control to do any work in or in  connection  with the
Project  or  related  to  any  repair,  rebuilding,  restoration,   replacement,
alteration  of or  addition  to the  Project,  or any part  thereof,  unless all
requisite municipal and other governmental permits and authorizations shall have
first  been  procured  and paid for.  All such work  shall be done in a good and
workmanlike  manner and in compliance with all applicable  building,  zoning and
other  laws,  ordinances,  governmental  regulations  and  requirements  and  in
accordance  with the  requirements,  rules and regulations of all insurers under
the policies required to be carried under the provisions of this Lease.

      SECTION 11.5. MECHANICS' LIENS.

      (a) The Tenant  shall not do or permit  anything  to be done  whereby  the
Project,  or any part  thereof,  may be  encumbered  by any  mechanics' or other
similar lien and if,  whenever and so often as any  mechanics'  or other similar
lien is filed  against  the  Project,  or any part  thereof,  the  Tenant  shall
discharge  the same of record  within thirty (30) days after the date of filing.
Notice is hereby  given that the  Issuer  does not  authorize  or consent to and
shall not be liable for any labor or materials furnished to the Tenant or anyone
claiming by, through or under the Tenant upon credit,  and that no mechanics' or
similar lien for any such labor, services or materials shall attach to or affect
the  reversionary  or other estate of the Issuer in and to the  Project,  or any
part thereof.

      (b) Notwithstanding  subsection (a) above, the Tenant shall have the right
to contest  any such  mechanics'  or other  similar  lien if within  said 30 day
period  stated  above the  Tenant  (i)  notifies  the  Issuer in  writing of its
intention so to do, and if requested by the Issuer,  deposits with the Trustee a
surety bond issued by a surety  company  acceptable to the Issuer as surety,  in
favor of the  Issuer  or cash,  in the  amount of the lien  claim so  contested,
indemnifying  and protecting  the Issuer from and against any  liability,  loss,
damage, cost and expense of whatever kind or nature growing out of or in any way
connected  with said  asserted  lien and the contest  thereof,  (ii)  diligently
prosecutes  such contest,  at all times  effectively  staying or preventing  any
official  or  judicial  sale of the  Project  or any part  thereof  or  interest
therein,  under  execution or  otherwise,  and (iii)  promptly pays or otherwise
satisfies any final  judgment  adjudging or enforcing  such contested lien claim
and thereafter  promptly  procures record release or satisfaction  thereof.  The
Tenant shall  indemnify  and hold  harmless  the Issuer from any loss,  costs or
expenses the Issuer may incur in relation to any such contest.  The Issuer shall
cooperate fully with the Tenant in any such contest.

                                  ARTICLE XII

                              OPTION TO EXTEND TERM

      SECTION 12.1.  OPTION TO EXTEND TERM.  The Tenant shall have and is hereby
given the right and option,  to extend the term of this Lease for the Additional
Term  provided that (a) the Tenant shall give the Issuer  written  notice of its
intention  to exercise  each such option at least  thirty (30) days prior to the
expiration  of the Basic Term and (b) the Tenant is not in default  hereunder in
the  payment  of Basic Rent or  Additional  Rent at the time it gives the Issuer
such  notice  or at the time the  Additional  Term  commences.  In the event the
Tenant exercises such option,  the terms,  covenants,  conditions and provisions
set forth in this Lease shall be in full force and effect and  binding  upon the
Issuer and the Tenant  during the  Additional  Term  except  that the Basic Rent
during the  Additional  Term shall be the sum of $100.00,  payable in advance on
the first Business Day of the Additional Term.

                                  ARTICLE XIII

                           OPTION TO PURCHASE PROJECT

      SECTION 13.1.  OPTION TO PURCHASE  PROJECT.  Subject to the  provisions of
this Article, the Tenant shall have the right and option to purchase the Project
at any time during the Term. The Tenant shall  exercise its aforesaid  option by
giving  written  notice of the  Tenant's  election to exercise its option to the
Issuer  and,  if any of the Bonds  shall then be unpaid or  provision  for their
payment  shall not have  been  made in  accordance  with the  provisions  of the
Indenture,  to the Trustee,  which notice shall specify the date, time and place
of the closing of such purchase,  which date (the "PROJECT  CLOSING DATE") shall
not be earlier  than 30 days or later  than 90 days after such  notice is given;
provided,  however,  that the Tenant may not  exercise  such option if there has
occurred  and is  continuing  any event  which,  with notice or lapse of time or
both, would constitute a Lease Event of Default at the time said notice is given
and may not purchase  the Project on the Project  Closing Date if any such event
has occurred and is continuing on such date.

      SECTION 13.2.  QUALITY OF TITLE.  If the Tenant gives the Issuer notice of
its  election to purchase  the Project as provided in SECTION  13.1,  the Issuer
shall sell and convey its  interests  in and to the Project to the Tenant on the
Project  Closing  Date free and clear of all liens and  encumbrances  whatsoever
except  (a) those to which the title  was  subject  on the date of the  Tenant's
conveyance to the Issuer of the Project,  or to which title became  subject with
the Tenant's written  consent,  or which resulted from any failure of the Tenant
to perform any of its covenants or obligations  under this Lease,  (b) taxes and
assessments,  general  and  special,  if any,  and (c) the  rights,  titles  and
interests of any party having  condemned or who is  attempting  to condemn title
to, or the use for a limited period of, all or any part of the Project.


                                       13
<PAGE>

      SECTION 13.3.  PURCHASE PRICE. The purchase price payable by the Tenant in
the event of its exercise of the option  granted  pursuant to SECTION 13.1 shall
be the sum of the following  (which the Tenant shall and covenants and agrees to
pay in cash at the time of delivery of the Issuer's deed or other  instrument or
instruments of transfer to the Project to the Tenant as hereinafter provided):

            (a) an amount  of money  which,  when  added to the  amount  then on
      deposit in the Debt Service Fund and the accounts contained therein,  will
      be  sufficient  to pay at  maturity  or to redeem  and pay in full (i) the
      principal of all of the Outstanding  Bonds,  (ii) all interest due thereon
      to date of maturity or redemption,  whichever first occurs,  and (iii) all
      costs, expenses and premiums incident to the redemption and payment of the
      Bonds in full, plus

            (b) $100.00.

Nothing in this Article  shall  release or discharge the Tenant from its duty or
obligation under this Lease to make any payment of Basic Rent or Additional Rent
which, in accordance with the terms of this Lease, becomes due and payable prior
to the Project  Closing  Date,  or its duty and  obligation to fully perform and
observe all covenants and conditions  herein stated to be performed and observed
by the Tenant prior to the Project Closing Date.

      SECTION 13.4. CLOSING OF PURCHASE.  On the Project Closing Date the Issuer
shall  deliver to the  Tenant its  special  warranty  deed or other  appropriate
instrument or  instruments of conveyance or  assignment,  properly  executed and
conveying the Project to the Tenant free and clear of all liens and encumbrances
whatsoever  except as set forth in the preceding section above or conveying such
other title to the  Project as may be  acceptable  to the  Tenant,  and then and
there the Tenant shall pay the full  purchase  price for the Project as follows:
(a) the amount  specified  in clause  (a) of  SECTION  13.3 shall be paid to the
Trustee,  who shall  deposit the same in the Debt Service Fund and shall use the
same to pay or redeem  the Bonds and the  interest  thereon as  provided  in the
Indenture,  and (b) the amount  specified in clause (b) of SECTION 13.3 shall be
paid to the Issuer;  provided,  however,  that  nothing  contained  herein shall
require  the Issuer to deliver its special  warranty  deed or other  appropriate
instrument or  instruments of assignment or conveyance to the Tenant until after
all duties and  obligations  of the Tenant  under this Lease to the date of such
delivery  have been fully  performed  and  satisfied.  Upon the  delivery to the
Tenant of the Issuer's special warranty deed or other appropriate  instrument or
instruments of assignment or conveyance and payment of the purchase price by the
Tenant, this Lease shall, ipso facto, terminate.

      SECTION 13.5. EFFECT OF FAILURE TO COMPLETE  PURCHASE.  If, for any reason
whatsoever,  the purchase of the Project by the Tenant  pursuant to valid notice
of  election  to  purchase  given as  aforesaid  is not  effected on the Project
Closing Date, this Lease shall be and remain in full force and effect  according
to its terms the same as though no  notice  of  election  to  purchase  had been
given, except that:

            (a) If such  purchase is not  effected on the Project  Closing  Date
      because of the  failure or  refusal  of the  Tenant to fully  perform  and
      observe  all of the  covenants  and  conditions  herein  contained  on the
      Tenant's part to be performed or observed to the Project Closing Date, the
      Tenant  shall be deemed to be in  default  under this Lease and the Issuer
      shall  have  such  rights  and the  Tenant  shall  have  such  duties  and
      obligations  as are  stated in ARTICLE  XVII  hereof  with like  effect as
      though  written  notice of default had been given and any grace period for
      the  correction  of such  default  had expired  and said  default  remains
      unsatisfied.

            (b) If such  purchase is not  effected on the Project  Closing  Date
      because  on said date the  Issuer  does not have or is unable to convey to
      the Tenant  such title to the Project as the Tenant is required to accept,
      the Issuer shall use its best efforts to cure any such defect in its title
      to the  Project.  In the event the Issuer is unable to cure such defect in
      its title to the Project,  or if the Issuer's  failure to close would be a
      breach of its  obligations  hereunder,  the Tenant shall have the right to
      cancel this Lease forthwith if, but only if, the principal of and interest
      on the Bonds and all costs  incident to the  redemption and payment of the
      Bonds have been paid in full.

      SECTION 13.6.  APPLICATION OF CONDEMNATION  AWARDS IF THE TENANT PURCHASES
PROJECT.  The right of the Tenant to exercise its option to purchase the Project
under the provisions of this Article shall remain unimpaired notwithstanding any
condemnation of title to, or the use for a limited period of, all or any part of
the Project.  If the Tenant shall exercise its option and pay the purchase price
as provided in this  Article,  all of the  condemnation  awards  received by the
Issuer after the payment of said purchase  price,  less all attorneys'  fees and
other  expenses  and  costs  incurred  by the  Issuer  in  connection  with such
condemnation, shall belong and be paid to the Tenant.

      SECTION 13.7.  OBLIGATION TO PURCHASE PROJECT. The Tenant hereby agrees to
purchase the Project from the Issuer,  and the Issuer  hereby agrees to sell the
Project to the  Tenant,  for the sum of $100.00 at the  expiration  of the Term,
following full payment of the Bonds or provision for payment thereof having been
made in accordance with the provisions of the Indenture.

                                  ARTICLE XIV

                 OPTION TO PURCHASE UNIMPROVED PORTIONS OF LAND

      SECTION 14.1. OPTION TO PURCHASE  UNIMPROVED  PORTIONS OF LAND. The Tenant
shall have and is hereby  given the right and option to purchase at any time and
from  time to time  during  the  Term any  vacant  part or  vacant  parts of the
unimproved  Land  constituting  a part of the Project;  provided,  however,  the
Tenant shall  furnish the Issuer with a  certificate  of the  Authorized  Tenant
Representative,  dated not more than  thirty  (30) days prior to the date of the
purchase  and  stating   that,   in  the  opinion  of  the   Authorized   Tenant
Representative, (a) the portion of such Land with respect to which the option is
exercised is not needed for the operation of the Project for the purposes herein
stated  and (b) the  purchase  will  not  impair  the  usefulness  or  operating
efficiency or materially impair the value of the Project and will not destroy or
materially impair the means of ingress thereto and egress therefrom.  The Tenant
shall exercise such option by giving written notice of the Tenant's  election to
exercise  its option to the Issuer and, if any of the Bonds shall then be unpaid
or provision for their  payment shall not have been made in accordance  with the
provisions of the Indenture,  to the Trustee, which notice shall specify (i) the
legal  description of the portion of the Land with respect to which the Tenant's
option is exercised,  (ii) the date,  time and place of closing of the purchase,
which date (the "LAND CLOSING  DATE") shall not be earlier than 30 days or later
than 90 days after the notice is given,  and (iii) the  appraised  current  fair
market  value of the  portions  of the Land with  respect to which the  Tenant's
option is exercised, as determined by an independent,  qualified appraiser,  and
which  notice  shall be  accompanied  by such  report  of such  appraiser  and a
certificate  signed by the chief  executive  or chief  financial  officer of the
Tenant stating that no event has occurred and is continuing  which,  with notice
or lapse of time or both, would  constitute a Lease Event of Default;  provided,
however,  that the Tenant may not exercise this option if there has occurred and
is  continuing  any event  which,  with  notice or lapse of time or both,  would
constitute a Lease Event of Default at the time such notice is given and may not
purchase  said real  property  on the Land  Closing  Date if any such  event has
occurred and is continuing  on such date.  The option hereby given shall include
the right to  purchase a perpetual  easement  for  right-of-way  to and from the
public  roadway and the right to purchase  such land as is  necessary  to assure
that there will always be access between the real property purchased pursuant to
this ARTICLE XIV and the public roadway.


                                       14
<PAGE>

      SECTION 14.2.  QUALITY OF TITLE.  If the Tenant gives the Issuer notice of
its election to purchase a portion of the unimproved Land as provided in SECTION
14.1, the Issuer shall sell and convey to the Tenant the real property described
in the Tenant's  notice on the Land Closing Date free and clear of all liens and
encumbrances  whatsoever  except (a) those to which the title was subject on the
date of  commencement  of the Term,  or to which title  became  subject with the
Tenant's  written  consent,  or which resulted from any failure of the Tenant to
perform any of its  agreements or  obligations  under this Lease,  (b) taxes and
assessments,  general  or  special,  if  any,  and (c) the  rights,  titles  and
interests of any party having  condemned or who is  attempting  to condemn title
to, or the use for a limited  period  of,  all or any part of the real  property
described in the Tenant's aforesaid notice.

      SECTION 14.3.  PURCHASE PRICE. The purchase price payable by the Tenant in
the event of its exercise of the option  granted  pursuant to SECTION 14.1 shall
be an amount equal to the then current fair market value of the real property so
purchased,  as determined with reference to the independent  appraiser's  report
furnished to the Issuer and, in certain circumstances,  the Trustee, pursuant to
SECTION 14.1,  which the Tenant shall and covenants and agrees to pay in cash at
the time of  delivery  of the  Issuer's  special  warranty  deed as  hereinafter
provided.

      SECTION  14.4.  CLOSING OF  PURCHASE.  If the Issuer has title to the real
property to be  purchased  by the Tenant  pursuant to this  ARTICLE XIV free and
clear of all liens and  encumbrances  whatsoever  except as stated  above or has
such other title to the real property as may be  acceptable to the Tenant,  then
on the Land Closing  Date,  the Issuer  shall  deliver to the Tenant its special
warranty deed,  properly  executed and conveying the real property to the Tenant
free and clear of all liens and encumbrances  whatsoever except as stated above,
and then and there the Tenant shall pay the aforesaid  purchase  price,  for the
real property,  such purchase price to be paid to the Trustee for the account of
the Issuer and  deposited  by the Trustee in the Debt  Service Fund and shall be
used to pay or  redeem  Bonds  on the  date  the  Bonds  are  first  subject  to
redemption as provided in the Indenture;  provided, however, that nothing herein
shall  require  the Issuer to deliver its  special  warranty  deed to the Tenant
until  after all duties and  obligations  of the Tenant  under this Lease to the
date of such delivery have been fully performed and satisfied.

      SECTION 14.5.  EFFECT OF PURCHASE ON LEASE.  The exercise by the Tenant of
the  option  granted  under  this  ARTICLE  XIV and the  purchase  and  sale and
conveyance  of a portion  or  portions  of the Land  constituting  a part of the
Project  pursuant hereto shall in no way whatsoever  affect this Lease,  and all
the terms and  provisions  hereof shall remain in full force and effect the same
as though no notice of election to purchase  had been given,  and  specifically,
but not in  limitation  of the  generality  of the  foregoing,  exercise of such
option  shall  not  affect,  alter,  diminish,  reduce  or  abate  the  Tenant's
obligations to pay all Basic Rent and Additional Rent required hereunder.

      SECTION 14.6. EFFECT OF FAILURE TO COMPLETE  PURCHASE.  If, for any reason
whatsoever,  the  purchase by the Tenant of the real  property  described in the
notice  provided  by the Tenant  pursuant  to SECTION  14.1 of this Lease is not
effected on the Land Closing Date,  this Lease shall be and remain in full force
and effect  according  to its terms the same as though no notice of  election to
purchase had been given.

                                   ARTICLE XV

                      DAMAGE, DESTRUCTION AND CONDEMNATION

      SECTION 15.1. DAMAGE AND DESTRUCTION.

      (a) If,  during the Basic Term,  the Project is damaged or  destroyed,  in
whole or in part, by fire or other  casualty,  the Tenant shall promptly  notify
the Issuer and the Trustee in writing as to the nature and extent of such damage
or loss and whether it is practicable and desirable to rebuild,  repair, restore
or replace such damage or loss.

      (b) If  the  Tenant  shall  determine  that  such  rebuilding,  repairing,
restoring or replacing is practicable and desirable,  the Tenant shall forthwith
proceed with and complete with reasonable  dispatch such rebuilding,  repairing,
restoring or  replacing of the property  damaged or destroyed so as to place the
Project  in  substantially  the same  condition  as  existed  prior to the event
causing  such  damage  or  destruction,   with  such  changes,  alterations  and
modifications (including the substitution and addition of other property) as may
be  desired  by the  Tenant  and as will  not  impair  the  operating  unity  or
productive  capacity of the Project.  In such case, any Net Proceeds of casualty
insurance required by this Lease and received with respect to any such damage or
loss to the Project  shall be paid to the Trustee and shall be  deposited in the
Project Replacement Fund and shall be used and applied for the purpose of paying
the cost of such  rebuilding,  repairing,  restoring or replacing such damage or
loss.  Any  amount  remaining  in  the  Project   Replacement  Fund  after  such
rebuilding,  repairing,  restoring or replacing shall be deposited into the Debt
Service Fund.

      (c) If the Tenant shall determine that rebuilding, repairing, restoring or
replacing  the Project is not  practicable  and  desirable,  any Net Proceeds of
casualty  insurance required by this Lease and received with respect to any such
damage or loss to the Project shall be paid into the Debt Service Fund and shall
be used to redeem Bonds on the earliest  possible  redemption  date  pursuant to
ARTICLE III of the  Indenture.  The Tenant agrees that it shall be reasonable in
exercising its judgment pursuant to this subsection (c).


                                       15
<PAGE>

      (d) The Tenant  shall not,  by reason of its  inability  to use all or any
part of the  Project  during  any  period in which the  Project  is  damaged  or
destroyed, or is being repaired,  rebuilt,  restored or replaced or by reason of
the payment of the costs of such rebuilding,  repairing, restoring or replacing,
be entitled to any  reimbursement  or any  abatement or  diminution of the Basic
Rent or  Additional  Rent payable by the Tenant under this Lease or of any other
obligations of the Tenant under this Lease except as expressly  provided in this
Section.

      (e) Anything in this Article to the contrary  notwithstanding,  the Issuer
and  Trustee  shall have the right at any time and from time to time to withhold
payment  of all or any  part of the  Net  Proceeds  attributable  to  damage  or
destruction  of the  Project to the Tenant or any third  party from the  Project
Replacement Fund if a Lease Event of Default has occurred and is continuing,  or
the Issuer or Trustee has given notice to the Tenant of any Default which,  with
the passage of time,  will  become a Lease  Event of  Default.  In the event the
Tenant shall cure any Defaults  specified herein,  the Trustee may make payments
from the Net Proceeds to the Tenant in  accordance  with the  provisions of this
Article.  However,  if this Lease is  terminated  or the  Issuer or the  Trustee
otherwise re-enters and takes possession of the Project without terminating this
Lease,  the  Trustee  shall pay all the Net  Proceeds  held by it in the Project
Replacement Fund into the Debt Service Fund, and all rights of the Tenant in and
to such Net Proceeds shall cease.

      SECTION 15.2. CONDEMNATION.

      (a) If,  during the Basic Term,  title to, or the temporary use of, all or
any part of the Project shall be condemned by any authority exercising the power
of eminent domain,  the Tenant shall,  within ninety (90) days after the date of
entry of a final order in any eminent domain proceedings granting  condemnation,
notify the Issuer and the Trustee in writing as to the nature and extent of such
condemnation and whether it is practicable and desirable to acquire or construct
substitute improvements.

      (b) If the Tenant shall  determine that such  substitution  is practicable
and  desirable,  the Tenant  shall  forthwith  proceed  with and  complete  with
reasonable   dispatch  the   acquisition  or  construction  of  such  substitute
improvements,  so as to place the Project in substantially the same condition as
existed  prior to the exercise of such power of eminent  domain,  including  the
acquisition  or  construction  of other  improvements  suitable for the Tenant's
operations  of the Project.  In such case,  any Net Proceeds  received  from any
award or awards  with  respect to the Project or any part  thereof  made in such
condemnation  or eminent domain  proceeds shall be paid to the Trustee and shall
be deposited in the Project  Replacement  Fund and shall be used and applied for
the purpose of paying the cost of such substitution. Any amount remaining in the
Project  Replacement  Fund  after  such  acquisition  or  construction  shall be
deposited into the Debt Service Fund. If such Net Proceeds are not sufficient to
pay in full  the  costs  of such  substitution,  the  Tenant  shall  nonetheless
complete  the work  thereof and shall pay that  portion of the costs  thereof in
excess of the amount of such Net Proceeds.

      (c) If the Tenant shall determine that it is not practicable and desirable
to  acquire  or  construct   substitute   improvements,   any  Net  Proceeds  of
condemnation  awards  received by the Tenant shall be paid into the Debt Service
Fund and shall be used to redeem Bonds on the earliest possible  redemption date
pursuant to ARTICLE  III of the  Indenture.  The Tenant  agrees that it shall be
reasonable in exercising its judgment pursuant to this subsection (c).

      (d) The Tenant  shall not,  by reason of its  inability  to use all or any
part of the Project during any such period of restoration or acquisition  nor by
reason  of the  payment  of the costs of such  restoration  or  acquisition,  be
entitled to any  reimbursement  or any abatement or diminution of the Basic Rent
or  Additional  Rent  payable  by the  Tenant  under this Lease nor of any other
obligations hereunder except as expressly provided in this Section.

      (e) The Issuer shall  cooperate  fully with the Tenant in the handling and
conduct of any prospective or pending  condemnation  proceedings with respect to
the Project or any part thereof.  In no event will the Issuer voluntarily settle
or  consent  to  the  settlement  of any  prospective  or  pending  condemnation
proceedings  with respect to the Project or any part thereof without the written
consent of the Tenant.

                                  ARTICLE XVI

                            TERMINATION BY REASON OF
                             CHANGE OF CIRCUMSTANCES

      SECTION 16.1 TERMINATION BY REASON OF CHANGE OF CIRCUMSTANCES.  If, at any
time during the Basic Term, a Change of Circumstances  occurs,  then and in such
event the Tenant  shall have the  option to  terminate  this Lease by giving the
Issuer notice of such  termination  within ninety (90) days after the Tenant has
actual  knowledge of the event giving rise to such  option;  provided,  however,
that such  termination  shall not become  effective unless and until none of the
Bonds are Outstanding.


                                       16
<PAGE>

                                  ARTICLE XVII

                               REMEDIES ON DEFAULT

      SECTION  17.1  REMEDIES  ON DEFAULT.  Whenever  any Lease Event of Default
shall have  occurred and be  continuing,  the Issuer may take any one or more of
the following remedial actions:

            (a) by written notice to the Tenant upon acceleration of maturity of
      the Bonds as  provided  in the  Indenture,  the  Trustee  may  declare the
      aggregate  amount of all  unpaid  Basic  Rent or  Additional  Rent then or
      thereafter  required  to be paid  under  this  Lease by the  Tenant  to be
      immediately due and payable,  whereupon the same shall become  immediately
      due and payable by the Tenant;

            (b) give the Tenant  written  notice of intention to terminate  this
      Lease on a date  specified  therein,  which date shall not be earlier than
      ten (10) days after such  notice is given and,  if all  defaults  have not
      then  been  cured  on the  date  so  specified,  the  Tenant's  rights  to
      possession of the Project shall cease,  and this Lease shall  thereupon be
      terminated, and the Issuer may reenter and take possession of the Project;
      or

            (c) without  terminating  the Term  hereof,  or this Lease,  conduct
      inspections or an  Environmental  Assessment of the Project,  re-enter the
      Project  or take  possession  thereof  pursuant  to legal  proceedings  or
      pursuant to any notice provided for by law, and having elected to re-enter
      or take  possession of the Project  without  terminating  the Term or this
      Lease, the Issuer shall use reasonable  diligence to relet the Project, or
      parts  thereof,  for such term or terms and at such  rental  and upon such
      other  terms and  conditions  as the Issuer may deem  advisable,  with the
      right to make alterations and repairs to the Project, and no such re-entry
      or taking of possession of the Project by the Issuer shall be construed as
      an election on the  Issuer's  part to  terminate  this Lease,  and no such
      re-entry or taking of possession by the Issuer shall relieve the Tenant of
      its obligation to pay Basic Rent or Additional  Rent (at the time or times
      provided herein), or of any of its other obligations under this Lease, all
      of which shall  survive  such  re-entry or taking of  possession,  and the
      Tenant shall continue to pay the Basic Rent and  Additional  Rent provided
      for in this Lease  until the end of the Term,  whether or not the  Project
      shall have been relet.  The net proceeds,  if any, of any reletting of the
      Project  after  deducting  all  of  the  Issuer's   expenses  incurred  in
      connection  with  such  reletting,   including  without  limitation,   all
      repossession costs,  brokerage  commissions,  legal expenses,  expenses of
      employees, alteration costs and expenses of preparation of the Project for
      reletting,  shall be  deposited  in the Debt  Service  Fund for payment of
      principal of, premium, if any, and interest on the Bonds.

      If the  Issuer  elects  to  re-enter  or take  possession  of the  Project
pursuant to subsection (c) hereunder,  the Issuer may (subject,  however, to any
restrictions  against termination of this Lease in the Indenture),  by notice to
the Tenant  given at any time  thereafter  while the Tenant is in default in the
payment  of Basic Rent or  Additional  Rent or in the  performance  of any other
obligation  under this Lease,  elect to terminate this Lease in accordance  with
subsection (b) hereunder If, in accordance with any of the foregoing  provisions
of this  Article,  the Issuer shall have the right to elect to re-enter and take
possession  of the Project,  the Issuer may enter and expel the Tenant and those
claiming through or under the Tenant and remove the property and effects of both
or either (forcibly if necessary) without being guilty of any manner of trespass
and without  prejudice to any  remedies for arrears of Basic Rent or  Additional
Rent or preceding breach of covenant.

      SECTION 17.2.  SURVIVAL OF  OBLIGATIONS.  The Tenant  covenants and agrees
with the Issuer and the Owners that until the Bonds and the interest thereon and
premium,  if any, are paid in full or provision made for the payment  thereof in
accordance with the Indenture,  its  obligations  under this Lease shall survive
the  cancellation  and  termination of this Lease,  for any cause,  and that the
Tenant  shall  continue  to pay Basic Rent and  Additional  Rent and perform all
other obligations  provided for in this Lease, all at the time or times provided
in this Lease.

      SECTION 17.3.  PERFORMANCE OF THE TENANT'S  OBLIGATIONS BY THE ISSUER.  If
the Tenant shall fail to keep or perform any of its  obligations  as provided in
this  Lease,  then the  Issuer  may (but shall not be  obligated  to),  upon the
continuance  of such  failure on the  Tenant's  part for ninety  (90) days after
notice of such failure is given to the Tenant by the Issuer or the Trustee,  and
without  waiving or releasing the Tenant from any  obligation  hereunder,  as an
additional but not exclusive  remedy,  make any such payment or perform any such
obligation,  and the Tenant shall  reimburse  the Issuer for all sums so paid by
the Issuer and all  necessary or incidental  costs and expenses  incurred by the
Issuer in performing such  obligations  upon demand as Additional  Rent. If such
Additional  Rent is not so paid by the  Tenant,  the Issuer  shall have the same
rights and  remedies  provided for in SECTION 17.1 in the case of default by the
Tenant in the payment of Rental Payments.

                                 ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS

      SECTION 18.1. RIGHTS AND REMEDIES.  The rights and remedies conferred upon
or reserved  to the Issuer and the Tenant  hereunder  and those  provided by law
shall be construed as cumulative and continuing  rights and shall be in addition
to every other right or remedy given under this Lease or  hereafter  existing at
law or in equity or by statute,  subject to the provisions of the Indenture.  No
right or  remedy  shall be  exhausted  by the  exercise  thereof  on one or more
occasions.  No delay or omission in exercising  any right or remedy shall impair
any such right or remedy or shall be construed as a waiver  thereof.  The Issuer
and the Tenant shall each be entitled to specific  performance and injunctive or
other  equitable  relief  for any  breach  or  threatened  breach  of any of the
provisions  of this Lease,  and each party hereby waives the right to raise such
defense in any proceeding in equity.

      SECTION 18.2. WAIVER OF BREACH. No waiver of any breach of any covenant or
agreement herein contained shall operate as a waiver of any subsequent breach of
the same  covenant  or  agreement  or as a waiver  of any  breach  of any  other
covenant or agreement,  and in case of a breach by either party of any covenant,
agreement or undertaking,  the nondefaulting  party may nevertheless accept from
the other any payment or payments or  performance  hereunder  without in any way
waiving its right to exercise any of its rights and remedies provided for herein
or  otherwise  with  respect  to any such  default  or  defaults  which  were in
existence at the time such payment or payments or  performance  were accepted by
it.


                                       17
<PAGE>

      SECTION  18.3.  THE ISSUER SHALL NOT  UNREASONABLY  WITHHOLD  CONSENTS AND
APPROVALS.  Wherever in this Lease it is provided that the Issuer shall,  may or
must give its approval or consent, or execute supplemental agreements,  exhibits
or schedules,  the Issuer shall not  unreasonably,  arbitrarily or unnecessarily
withhold,  condition  or delay or refuse to give such  approvals  or consents or
refuse to execute such supplemental agreements, exhibits or schedules.

      SECTION 18.4. AMENDMENTS.  This Lease may be amended,  changed or modified
in the following manner:

            (a) With  respect  to an  amendment,  change or  modification  which
      reduces the Basic Rent or Additional  Rent, or any amendment which reduces
      the percentage of Owners whose consent is required for any such amendment,
      change or modification,  by an agreement in writing executed by the Issuer
      and the  Tenant and  consented  to in writing by the Owners of 100% of the
      aggregate principal amount of the Bonds then Outstanding;

            (b) With  respect  to any other  amendment,  change or  modification
      which  will  materially  adversely  affect the  security  or rights of the
      Owners,  by an agreement in writing  executed by the Issuer and the Tenant
      and  consented to in writing by the Owners of a majority of the  aggregate
      principal amount of the Bonds then Outstanding; and

            (c) With respect to all other amendments, changes, or modifications,
      by an agreement in writing executed by the Issuer and the Tenant.

At least thirty (30) days prior to the  execution of any  agreement  pursuant to
(c) above,  the Issuer and the Tenant  shall  furnish the Trustee and the Series
2001  Placement  Agent  with a copy of the  amendment,  change  or  modification
proposed to be made.

      SECTION  18.5.  NOTICES.  All  notices  required  or  desired  to be given
hereunder  shall be in writing and shall be mailed by  registered  or  certified
mail to the  appropriate  Notice  Address.  All notices  given by  certified  or
registered  mail as aforesaid shall be deemed duly given as of the date they are
so mailed.

      SECTION 18.6. CONSTRUCTION AND ENFORCEMENT.  This Lease shall be construed
and enforced in accordance  with the laws of the State.  The  provisions of this
Lease  shall  be  applied  and  interpreted  in  accordance  with  the  rules of
interpretation set forth in the Indenture. Wherever in this Lease it is provided
that  either  party  shall or will make any  payment or perform or refrain  from
performing any act or obligation,  each such provision shall, even though not so
expressed,  be  construed  as an  express  covenant  to make such  payment or to
perform, or not to perform, as the case may be, such act or obligation.

      SECTION 18.7. SEVERABILITY. If, for any reason, any provision hereof shall
be  determined  to be invalid or  unenforceable,  the validity and effect of the
other provisions hereof shall not be affected thereby.

      SECTION  18.8.  SUCCESSORS  AND ASSIGNS.  The  covenants,  agreements  and
conditions  herein  contained  shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.

      SECTION 18.9.  HEADINGS.  The article and section  headings hereof are for
convenience  of reference  only and shall not be treated as a part of this Lease
or as affecting the true meaning of the provisions hereof.

      SECTION 18.10. COUNTERPARTS.  This Lease may be executed simultaneously in
multiple counterparts,  each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.

      SECTION  18.11.  GOVERNING  LAW.  This  Lease  shall  be  governed  by and
construed in accordance with the laws of the State of Kansas.


                                       18
<PAGE>

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

                                        UNIFIED GOVERNMENT OF
                                        WYANDOTTE COUNTY/KANSAS CITY, KANSAS


                                        By: /s/ Carol Marinovich
                                            ------------------------------------
                                        Name:  Carol Marinovich
                                        Title: Mayor/CEO
(Seal)

ATTEST:


/s/ Donna M. Teasley
------------------------------------
Name:  Donna M. Teasley
Title: Deputy Unified Government Clerk

                                 ACKNOWLEDGMENT

STATE OF KANSAS                 )
                                )  SS:
COUNTY OF ____________________  )

      BE IT  REMEMBERED,  that on this 1 day of February,  2001,  before me, the
undersigned,  a Notary  Public in and for said  State,  came  Carol  Marinovich,
Mayor/CEO of the Unified Government of Wyandotte County/Kansas City, Kansas, and
Donna M. Teasley,  Deputy Unified  Government Clerk of said Unified  Government,
who are personally known to me to be such officers, and who are personally known
to me to be the  same  persons  who  executed,  as  such  officers,  the  within
instrument  on  behalf  of  said  Unified  Government,  and  such  persons  duly
acknowledged  the  execution  of the same to be the act and deed of said Unified
Government.

      IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my official
seal, the day and year last above written.


                                        /s/ Linda Kincaid
                                        ----------------------------------------
                                        Notary Public in and for said State

My Appointment expires: 07/01/2004.

Lease
EPA Laboratory - 2001

                                        KANSAS EPA LABORATORY, LLC


                                        By: /s/ Daniel Carr
                                            ------------------------------------
                                            Name:  Daniel Carr
                                            Title: Member


                                      S-1
<PAGE>

                                 ACKNOWLEDGMENT

STATE OF KANSAS                 )
                                )  SS:
COUNTY OF ____________________  )

      BE IT  REMEMBERED  that on this 5 day of  February,  2001,  before me, the
undersigned,  a Notary Public in and for said State,  came Daniel Carr, a member
of Kansas EPA  Laboratory,  LLC,  a  Missouri  limited  liability  company  duly
organized  and  existing  under and by virtue of the laws of said state,  who is
personally  known to me to be such member,  and who is personally known to me to
be the same person who  executed,  as such  manager,  the within  instrument  on
behalf of said company,  and such person duly  acknowledged the execution of the
same to be the act and deed of said company.

      IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed my official
seal, the day and year last above written.


                                        /s/ Paula G. Stalzer
                                        ----------------------------------------
                                        Notary Public in and for said State


My Appointment expires 07/22/2002.


Lease
EPA Laboratory - 2001


                                      S-2
<PAGE>




                                  Schedule I-1