EXHIBIT 10.9


                                    LEASE


      This Lease (this "Lease") made as of the 30th day of September, 1995 
by and between Fidelity Properties, Inc., a Massachusetts corporation of 7 
Water Street, Boston, Massachusetts (hereinafter referred to as "Landlord"), 
as successor-by-merger to CON-DEV Management Co., Inc., and Armatron 
International, Inc., a Massachusetts corporation, of Two Main Street, 
Melrose, Massachusetts (hereinafter referred to as "Tenant").

                                  RECITALS

WHEREAS  CON-DEV Management Co., Inc. (the "Original Landlord") and the 
Tenant entered into a certain lease dated as of March 1, 1992, which lease 
demised certain space at the building known as and numbered Two Main Street, 
Melrose, Massachusetts to the Tenant subject to and with the benefit of the 
terms, covenants, conditions and provisions of said lease, and which lease 
was amended by First Amendment (the "First Amendment") dated July 29, 1994 
(as so amended, the "Original Lease"); and

WHEREAS  the Original Landlord and the Tenant entered into a certain Tenancy 
at Will Agreement dated as of March 1, 1992 (the "TAW"), which TAW demised 
certain space at the building known as and numbered Two Main Street, 
Melrose, Massachusetts and the building known as and numbered 1080 Main 
Street, Malden, Massachusetts and Landlord; and

WHEREAS  Landlord and Tenant now wish to terminate the TAW and vacate the 
space in the Two Main Street building which remains occupied by Tenant 
pursuant to the TAW to the space occupied by the Tenant pursuant to the 
Lease such that all space occupied by Tenant will be governed by the Lease; 
and

WHEREAS the TAW was terminated as to the 1080 Main Street building by notice 
given by Tenant to Landlord, and Tenant's rights to occupy said premises 
have thereby been terminated; and

WHEREAS the Landlord and the Tenant now wish to amend certain provisions of 
the Original Lease.

                              WITNESSETH THAT:

      In consideration of the mutual covenants herein set forth to be paid, 
performed and observed, the parties hereto agree as follows:

      1.  Leased Premises.  Landlord hereby leases to Tenant approximately 
89,949 square feet of floor area consisting of approximately 70,263 square 
feet of first floor warehouse space, approximately 7,754 square feet of 
first floor office space, and approximately 11,932 square feet of second 
floor office space for use by Tenant and its current affiliated companies, 
including toilet facilities accessible to both office and warehouse space in 
a certain building which is located partially in Melrose and partially in 
Malden, Massachusetts, known as and numbered Two Main Street, Melrose, 
Massachusetts (the "Building"), as well as parking facilities for forty (40) 
automobiles or more as may be reasonably necessary and reasonably available 
in Landlord's sole judgment (the "Leased Premises").   The Leased Premises 
are a portion of the premises conveyed by A R T Corp., an affiliated of 
Tenant, to Original Landlord by deed dated September 30, 1986, which 
premises contain approximately 13.26 acres of land with the buildings and 
improvements thereon, as more particularly described in said deed (the 
"Conveyed Premises").  At the outset of the term of this Lease, the Leased 
Premises will consist of the area marked by cross-hatching on Exhibit A 
attached hereto and made a part hereof.  Landlord reserves the right from 
time to time (i) to enter the Leased Premises to inspect the same, (ii) to 
show the Leased Premises to other, (iii) to use (and repair, maintain and 
replace, in Landlord's sole discretion, except as required to be repaired, 
maintained and replaced by Landlord in Section 6(b) below) those portions of 
the Building components, systems and structural elements which are located 
within the Leased Premises and which serve (a) the Building as a whole or 
(b) any portion of the Building or the Conveyed Premises which are not 
included in the Leased Premises, including without limitation, any utilities 
and any security or public safety systems such as sprinkler systems and 
emergency lighting systems and (iv) otherwise to exercise its rights 
hereunder.  It is understood by the parties hereto that the Leased Premises 
are being leased to Tenant in an "as is" condition, except as set forth in 
Section 6(b) below, and at no time shall the Landlord be required to install 
a new roof or repair or replace any portion of the present roof on the 
Leased Premises, or, except as set forth in Section 6(b) below, to repair, 
replace or rebuild the Leased Premises or any structural components or any 
systems, or any other portion of the Leased Premises or the Building or 
utility lines serving the same.

      2.  Term:  Option to Extend.  The term of this Lease commences on 
October 1, 1995 (the "Commencement Date") and expires on September 30, 2000 
(the "Term Expiration Date"), unless sooner terminated as herein provided.  
This lease shall supersede the previous Leases between Landlord and Tenant 
dated September 30, 1986 and May 1, 1987 (together with the Original Lease, 
the "Prior Leases") and shall superseded the Original Lease and the TAW, all 
of which Prior Leases and TAW shall be deemed terminated as of the 
Commencement Date; provided, however, that notwithstanding the foregoing, if 
Tenant has not surrendered by portion of the Building which is not included 
in the Leased Premises under this Lease on or before October 15, 1995, then 
the provisions of the Prior Leases and said TAW, as the case may be, 
regarding (a) additional fees to be paid upon failure to surrender and (b) 
all other default and remedy provisions thereof shall apply and remain in 
full force and effect and said failure to surrender shall constitute a 
default under this Lease.

      3.  Earlier Termination of Lease.  Landlord and Tenant shall have 
certain rights to terminate this Lease in advance of the expiration of the 
term hereof by giving written notice of termination to the other party at 
least six (6) months prior to any anniversary of the Commencement Date of 
this Lease, upon which notice the term of this Lease shall expire on the 
next succeeding anniversary date from which such 6-month period was 
measured.  If any such notice of termination is given by Tenant, such notice 
shall be accompanied by a payment to Landlord as Additional Rent hereunder 
of an amount equal to three (3) months' Fixed Rent for the whole of the 
Leased Premises at the rate of $3.50 per square foot as liquidated damages 
for such early termination.

      4.  Rent.  Tenant shall pay the following rent which shall be 
absolutely net (except as otherwise provided herein) to Landlord:

      (a) Tenant shall pay Fixed Rent during the term of this Lease at the 
annual rate for each square foot of rented space, which space, both parties 
agree, consists of 89,949 square feet, of (a) $0 per square foot for the 
period from October 1, 1995 through December 31, 1995; (b) $3.25 per square 
foot for the period from January 1, 1996 through September 30, 1996; and (c) 
$3.50 per square foot for the period from October 1, 1996 through 
September 30, 2000.

      All Fixed Rent shall be paid in equal monthly installments of 1/12 of 
the annual rate then applicable from time to time in advance on or before 
the first day of each calendar month, and proportionately with respect to 
any calendar month in which the term of this Lease may begin or end.

      (b) Tenant shall pay to Landlord as Additional Rent the following:

            (i) forty percent (40%) of all real estate taxes, including, 
without limitation, all public, special or betterment assessments, water and 
sewer charges and other governmental levies, imposed against the Building, 
prorated with respect to any portion of a fiscal year in which the term of 
this Lease begins or ends.  Such payments shall be due and payable within 
fifteen (15) days after Tenant shall have received a copy of a tax bill 
evidencing such taxes; provided, however, that Tenant shall not be obligated 
to pay such percentage of taxes more than ten (10) days in advance of when 
such payment is due to the governmental authority:

            (ii) forty percent (40%) of all utility and energy charges for 
the Building (unless separately metered in which case Tenant shall pay one 
hundred percent (100%) of all utility and energy charges which are 
separately metered and billed to Tenant directly by the utility or energy 
company); and


            (iii) forty percent (40%) of all expenses necessary or 
appropriate in connection with the ordinary repair, replacement, operation 
and maintenance of the Building or any structural components or systems 
(provided that any capital expenditure shall be amortized over a period of 
five (5) years) and utility lines serving the same (or one hundred percent 
(100%) of such repair, replacement, operation, maintenance or utility line 
cost if said costs benefit only the Leased Premises), except (w) any repair, 
operation or maintenance cost for the Building which does not benefit the 
Leased Premises in any manner directly or indirectly, (x) any interest and 
amortization on mortgages encumbering the fee title at any time, (y) any 
estate, inheritance, income or other personal taxes of Landlord, and (z) the 
initial repair or replacement of the roof over the Leased Premises as may 
occur in accordance with Section 6(b) below.

            (iv) one hundred percent of all costs and expenses incurred by 
the Landlord for repairs, operation, maintenance and other obligations which 
Tenant is required to perform hereunder but which is performed by Landlord 
in Landlord's discretion, after reasonable prior written notice except that 
no notice is required in an emergency.

      Notwithstanding any other provision of this Lease to the contrary, 
Tenant shall also pay as Additional Rent forty percent (40%) of all costs 
and expenses related to snow plowing, landscaping, and maintenance and 
repair of the grounds of the Conveyed Premises: provided, however, that if 
in the exercise of its reasonable judgment, Tenant determines by obtaining 
binding written bids for work from reputable and bonded service companies 
that landscaping or snow plowing can be conducted at a cost equal to eighty-
five percent (85%) or less of the cost being charged to Landlord for their 
services, and Tenant provides said bids to Landlord, Landlord shall only 
charge Tenant Additional Rent for such services based upon the lower cost 
set forth in said bids.  If any such bid is more than eighty-five percent 
(85%) of the cost being charged to Landlord, Landlord shall have no 
obligation to adjust Additional Rent for such services.

      Although no Fixed Rent is due from October 1, 1995 through December 
31, 1995, Additional Rent shall be due and payable during said period.  
Fixed Rent and Additional Rent are together sometimes referred to 
hereinafter as "Rent."

      Landlord reserves the right to install meters to separately meter the 
utility and energy charges for the Leased Premises for the purpose of 
determining Tenant's proportionate share more accurately.

      5.  Insurance.  Tenant shall procure, keep in force and pay for (i) 
so-called "contents and improvements" property insurance insuring all of 
Tenant's Property, as defined in Section 6(c) below, and (ii) comprehensive 
public liability (including without limitation, contractual liability and 
so-called fire legal liability) insurance insuring Landlord and Tenant 
against all claims and demands for injury or death of persons or damage to 
property which may be claimed to have occurred upon the Leased Premises, in 
amounts which shall at all times be not less than $1,000,000 for injury or 
death of one person in a single accident, $3,000,000 for injury or death of 
more than one person in a single accident, and $1,000,000 for damages to 
property in a single accident, or such higher amounts, if procurable, as may 
be reasonably required by Landlord and customarily carried by responsible, 
similarly situated tenants in the locality of the Leased Premises.  Landlord 
shall be named as an additional insured on all of Tenant's insurance 
policies required herein.

      Such insurance shall be effected with responsible insurers under valid 
and enforceable policies which may not be canceled without at least ten (10) 
days prior written notice to each insured named therein.  At or prior to the 
commencement of the term of this Lease, and thereafter not less than five 
(5) days after the expiration date of each expiring policy, original copies 
or certificates of the policies required hereunder, setting forth in full 
the provisions thereof, together with satisfactory evidence of the payment 
of all premiums then due therefor, shall be delivered by Tenant to Landlord 
and shall, upon request of Landlord, also be delivered by Tenant to the 
holder of any mortgage affecting the Leased Premises.  Tenant shall not 
acquire as insured under any insurance carried on the Leased Premises by 
Landlord any right to participate in the adjustment of loss or to receive 
insurance proceeds and agree upon request promptly to endorse and deliver to 
Landlord any checks or other instruments in payment of loss in which Tenant 
is name as payee.

      With respect to property loss or damage only, each party hereby 
releases the other from any and all liability to such party or anyone 
claiming through such party by way of subrogation or otherwise for any loss 
or damage to property, caused by fire or any other perils insured in 
policies of insurance covering such property, even if such loss or damage 
shall have been caused by the fault or negligence of the other party, or 
anyone for whom such other party may be responsible, provided, however, that 
this release shall be applicable and in force only with respect to loss or 
damage occurring, during such times as the releasor's policies shall contain 
a clause or endorsement to the effect that any such release shall not 
adversely affect or impair said policies or prejudice the right of this 
releasor to recover thereunder and then only to the extent of the insurance 
proceeds payable under such policies.  Tenant agrees that it will include 
such a clause or endorsement in all insurance policies required to be 
obtained by Tenant hereunder, and Landlord agrees that it will include such 
a clause or endorsement in all insurance policies which it may carry which 
cover the Building.

      6.  Maintenance of Leased Premises.

      (a) Tenant shall, at its sole cost and expense, maintain, repair and 
replace the Leased Premises (including without limitation, those portions of 
the structural, mechanical, heating, plumbing, air conditioning and 
electrical components and systems of the Building excluding the roof, which 
serve only the Leased Premises), and utility lines serving only the Leased 
Premises if not maintained by a utility company, in the same condition as 
they are in at the commencement of the term of this Lease or as they may be 
put in thereafter, damage by fire and other casualty only excepted.  Tenant 
also shall pay all costs associated with damage to any portion of the 
Building or Building components and systems caused by Tenant's failure to 
maintain and repair as required.

      (b) Landlord shall only be obligated to maintain, repair and replace 
those Building components and systems which serve both (i) a portion of the 
Leased Premises and (ii) other portions of the Building which are not part 
of the Leased Premises, all of which costs (other than replacement costs) 
shall be included as an expense to be included in Section 4(b)(ii) upon 
which Additional Rent will be calculated hereunder, and all of which 
replacement costs will only be so included in section 4(b)(ii) if the 
replaced Building component, system or portion thereof is located within or 
benefits the Leased Premises; provided, however, that Landlord shall not be 
obligated to conduct any maintenance, repair or replacement relating to any 
eminent domain taking or any casualty (each of which shall be governed by 
Section 13 hereof) or any roof (except as set forth below in this Section 
6(b)(1) below) or other structural maintenance, repair or replacement.  
Notwithstanding the foregoing and any other provision of this Lease to the 
contrary, (1) Landlord shall have no obligation to maintain, repair or 
replace the roof and other portions of the Building structure, except that 
Landlord agrees that it shall either repair the current roof over the Leased 
Premises portion of the Building so as to render the same watertight or 
install a new roof thereon, which repair or installation shall be commenced 
by the Commencement Date and may be suspended or terminated by Landlord if 
Tenant defaults under this Lease; and (2) if Landlord has repaired the 
current roof or installed a new roof pursuant to Subsection 6(b)(1) above, 
then such initial repair or installation shall not be included in 
determining Additional Rent as aforesaid, and thereafter Landlord shall be 
obligated to repair and maintain the same during the term hereof, and such 
on-going repair and maintenance obligation shall be included in determining 
Additional Rent as aforesaid.  Landlord agrees that during the roof repair 
contemplated hereunder Landlord shall not unreasonably interfere with 
Tenant's operations, and Tenant agrees to cooperated with Landlord to the 
extent reasonably necessary in order to effectuate said roof repair.

      (c) All merchandise, furniture, fixtures, effects and property of 
every kind, nature and description owned by or leased by Tenant and located 
on the Leased Premises (the "Tenant's Property") shall be at the sole risk 
and hazard of Tenant, and if the whole or any part thereof shall be 
destroyed or damaged by fire, water or otherwise, or by the leakage or 
bursting of water pipes, steam pipes or other pipes, by theft or from any 
other cause, no part of any resulting loss is to be charged to or be borne 
by Landlord.

      7.  Assignment, Subletting, Etc.  Tenant shall not assign or sublet 
this Lease or the Leased Premises or permit any other party to use the 
Leased Premises in whole or in part without first obtaining on each occasion 
the consent in writing of Landlord, which consent may be denied at the sole 
discretion of Landlord.  No such assignment, subletting or use shall in any 
way impair the continuing primary liability of Tenant hereunder, and no 
consent to any assigning, subletting or use in a particular instance shall 
be deemed to be a waiver of the obligation to obtain the Landlord's approval 
in the case of any other assignment, subletting or use.

      8.  Compliance with Law.  Tenant shall, at its sole cost and expense, 
conform to and comply with all federal, sate and municipal laws, including 
without limitation, all laws relating to health, safety, disposal of 
hazardous wastes and regulations promulgated thereunder, and all 
requirements of any public body or officers having jurisdiction of the 
Leased Premises and all requirements or regulations of any Board of Fire 
Underwriters or insurance company insuring the Leased Premises at the time 
with respect to the care, maintenance, use and alteration of the Leased 
Premises.  To the extent that any failure to comply with such laws, 
requirements and regulations relates to the Building as a whole rather than 
to the Leased Premises alone or to the operations of the Tenant alone, then 
if Landlord incurs costs, in its sole discretion, in order to so comply, 
such costs shall be included as an expense in Section 4(b)(ii) in 
determining the amount upon which Additional Rent will be calculated 
hereunder.  Upon any violation of such laws or regulations, Landlord shall 
have the right to immediately terminate this Lease.

      9.  Alterations and Additions.  Tenant shall not make any structural 
alterations or additions to the Leased Premises unless Landlord consents 
thereto in writing, and all such allowed alterations or additions shall be 
at Tenant's expense and shall be of good and workmanlike quality.  Tenant 
shall at no time permit any mechanics' liens, or similar liens, to remain 
upon the Leased Premises for labor and material furnished to Tenant or 
claimed to have been furnished to Tenant in connection with work of any 
character performed or claimed to have been performed at the direction of 
Tenant and shall cause any such lien to be released of record forthwith 
without cost to Landlord.  Any alterations or additions made by Tenant at 
its expense and directly related in the nature of a trade fixture to 
functions carried on in the Leased Premises by Tenant may be removed by 
Tenant thereafter, so long as Tenant restores the Leased Premises to their 
condition prior to making such alterations or additions and provided that 
Tenant is not then in default under this Lease, and all other equipment, 
fixtures and alterations and additions made by Tenant shall be removed if so 
requested by Landlord within a reasonable time on or after the expiration or 
other termination of this Lease.

      10.  Use of Leased Premises.  Subject to the provisions of this Lease, 
Tenant may use the office portion of the Leased Premises only for general 
office use and may use the warehouse portion of the Lease Premises only for 
light manufacturing and general warehouse purposes to store the products of 
Tenant or any affiliated companies of Tenant.  The Leased Premises may not 
be used to store hazardous substances of any kind, except that the warehouse 
portion of the Leased Premises may be used to store cutting oil, waste oil, 
paint and paint thinner, all of which shall be used, stored and disposed of 
in accordance with all federal, state and local laws and regulations.  Other 
than as set forth in the preceding sentence, Tenant shall not cause or 
permit any hazardous substances to be brought upon, kept or used in or about 
the Leased Premises by Tenant, its agents, employees, contractors, invitees 
or affiliates.

      If Tenant breaches the obligations stated in the preceding paragraph, 
or if the presence of hazardous substances on the Leased Premises caused or 
permitted by Tenant or Tenant's agents, employees, contractors, invitees or 
affiliates since September 30, 1986 results in, or has resulted in, 
contamination of the Leased Premises, or contamination of any of the 
Conveyed Premises or any other property owned by Landlord or any affiliate 
of Landlord (together with the Conveyed Premises, the "Other Property"), or 
if contamination of the Leased Premises or Other Property by hazardous 
substances otherwise occurs, or has occurred since September 30, 1986, for 
which Tenant or Tenant's agents, employees, contractors, invitees or 
affiliates is legally liable to Landlord for damage resulting therefrom, 
then Tenant shall indemnify, defend and hold Landlord harmless from any and 
all claims, judgments, damages, penalties, fines, costs, liabilities or 
losses (including, without limitation, diminution in value of the Leased 
Premises or Other Property, damages for the loss or restriction on use of 
rentable or usable space or of any amenity of the Leased Premises or Other 
Property, damages arising from any adverse impact on marketing of space, and 
sums paid in settlement of claims, attorneys' fees, consultant fees and 
expert fees) which arise or arose (i) after September 30, 1986, (ii) during 
the term of this Lease or after the term of the Lease as a result of 
contamination which occurs or occurred after September 30, 1986 or during 
the term of this Lease and which was cause or permitted by Tenant or 
Tenant's agents, employees, contractors, invitees or affiliates.  This 
indemnification of Landlord by Tenant includes, without limitation, costs 
incurred in connection with any investigation of site conditions or any 
clean-up, remedial, removal or restoration work required by any federal, 
state or local governmental agency or political subdivision because of 
hazardous substances present in the soil or groundwater on or under the 
Leased Premises or the Other Property, but excludes all costs relating to 
hazardous substances which were present prior to September 30, 1986.  
Without limiting the foregoing, if the presence of any hazardous substances 
on the Leased Premises caused or permitted by Tenant or Tenant's agents, 
employees, contractors, invitees or affiliates results in any contamination 
of the Leased Premises or Other Property or resulted in any contamination of 
the Leased Premises or Other Property after September 30, 1986, Tenant shall 
promptly take all actions at its sole expense as are necessary to return the 
Leased Premises to the condition existing prior to the introduction of any 
such hazardous substances to the Leased Premises; provided that Landlord's 
approval of such actions shall first be obtained.   The foregoing indemnity 
shall survive the expiration or earlier termination of this Lease.  This 
indemnification shall exclude any asbestos located at the Leased Premises 
prior to September 30, 1986, but shall not exclude any matters which relate 
to, are caused by, or derive from the disturbance, during the term of this 
Lease, of such (pre-September 30, 1986) asbestos by the Tenant or Tenant's 
agents, employees, contractors, invitees or affiliates.

      The term "hazardous substances" as used in this section means (i) any 
"hazardous substance" or "hazardous waste" under any federal, state or local 
statute, regulation or ordinance including, without limitation, the 
Comprehensive Environmental Response, Compensation and Liability Act (42 
U.S.C. 9601, et seq.) and/or the Resource Conservation and Recovery Act (42 
U.S.C. 6901, et seq.); (ii) any material which is toxic, explosive, 
corrosive, flammable, radioactive, carcinogenic, mutagenic or otherwise 
hazardous and is regulated by any government authority, agent, department, 
commission, board, agency or instrumentality of the United States, 
Commonwealth of Massachusetts or any political subdivision thereof or 
municipality; (iii) any gasoline, diesel fuel or other petroleum 
hydrocarbons; or (iv) any polychlorinated biphenyls or asbestos.

      Each of Landlord and Tenant hereby represents that it has no actual 
knowledge of any contamination of the Leased Premises or the Other Property 
with hazardous substances, which was caused or permitted by Tenant or 
Tenant's agents, employees, contractors, invitees or affiliates, and which 
occurred after September 30, 1986.

      In no event shall any use be made of the Leased Premises which will be 
unlawful, improper, noisy or offensive, or contrary to any law (as set forth 
in Section 8) or which will make voidable any insurance on the Leased 
Premises or which will cause an increase in insurance premiums unless such 
increase is paid in full (not pro rata) by Tenant.  Tenant shall comply with 
all reasonable rules and regulations imposed by Landlord or its managing 
agents or designees for use and occupancy of the Leased Premises, provided 
that Tenant shall have been given notice thereof.

      11.  Indemnification and Liability.  Tenant will defend, indemnify and 
hold Landlord harmless against all liabilities, claims, costs, damages and 
other expenses, including without limitation reasonable attorneys' fees, 
which may be imposed upon, incurred by or asserted against Landlord by 
reason of Landlord's enforcing its rights and protecting its interests under 
this Agreement and by reason of any of the following occurring during the 
term of this Lease:

            (a) any negligence on the part of Tenant or its agents, 
contractors, licensees or invitees:

            (b) any failure on the part of Tenant to perform or comply with 
any covenant required to be performed or complied with by Tenant under this 
Lease:

            (c) any injury to person (including without limitation employees 
and guests of Tenant) or loss of or damage to property sustained or 
occurring on the Leased Premises on account of or based upon the act, 
omission, fault, negligence or misconduct of any person whomsoever other 
than Landlord and those persons for whose conduct Landlord is legally 
responsible; or

            (d) any injury to person or loss of or damage to property 
sustained or occurring in connection with Landlord's removal of Tenant's 
Property or the property of others upon tenant's failure to vacate the 
Leased Premises whether or not such injury, loss or damage occurs on the 
Conveyed Property.

      12.  Surrender.  Tenant shall at the expiration or other termination 
of this Lease remove all Tenant's Property from the Leased Premises and 
deliver the Leased Premises to Landlord in broom clean condition, free of 
all Tenant's Property and in the same condition as they are in at the 
commencement of the term of this Lease or as they may be put in thereafter, 
reasonable wear and tear and damage by fire or other casualty only excepted. 
 If, on the date on which this Lease expires or otherwise terminates, Tenant 
shall fail to vacate the Leased Premises and to remove from the Leased 
Premises all of Tenant's Property and to deliver the Leased Premises in said 
condition and free of all of Tenant's Property, Tenant shall pay to Landlord 
an additional fee at an annual rate of $4.00 per square foot of space not so 
vacated for each day during the first month of such failure and an 
additional fee at an annual rate of $12.00 per square foot per day 
thereafter for each day Tenant fails to so vacate and/or remove.

      13.  Eminent Domain or Casualty.

            (a) In the event that the Leased Premises or over 20,000 square 
feet thereof shall be taken by any public authority or for any public use, 
or shall be destroyed  or damaged by fire or casualty or any other cause, or 
by the action of any public authority, and Landlord elects, in its sole 
discretion, not to repair or otherwise restore the Leased Premises, then 
this Lease may be terminated at the election of Landlord notwithstanding any 
other provisions of this Lease.  Such election shall be made by the giving 
of written notice by Landlord to Tenant with six (6) months after such 
taking, damage or destruction.  If any portion of the Leased Premises is 
taken, destroyed or damaged, and Landlord does not elect, in its sole 
discretion to repair or otherwise restore the Leased Premises, and does not 
elect to terminate this Lease as provided above, Tenant shall have the right 
to vacate such taken, destroyed or damaged space and remove all of Tenant's 
Property therefrom, and when such vacating and removal is complete, the Rent 
payable by Tenant hereunder shall be abated with respect to those portions 
of the Leased Premises.  If greater than 20,000 square feet of the Leased 
Premises is taken, destroyed or damaged, and Landlord does not elect, in its 
sole discretion, to repair or otherwise restore the Leased Premises and has 
not elected to terminate this Lease within said six-month period, then 
Tenant shall have the right to terminate this Lease upon six months' notice, 
during which six-month period Tenant shall have the right to vacate such 
space and remove all of Tenant's Property from such portions of the Leased 
Premises so taken, damaged or destroyed, and when such vacating and removal 
is completed, the Rent payable by Tenant hereunder shall be abated with 
respect to those portions of the Leased Premises.  Notwithstanding any 
provisions of this Lease to the contrary, in no event shall Landlord be 
obligated upon an eminent domain taking or casualty to repair or rebuild the 
Leased Premises, the roof, any systems, components or structural elements of 
the Building or any other portion of the Leased Premises or the Building or 
the utility lines serving the same.

            (b)  Irrespective of the form in which recovery may  be had by 
law, all rights to damages or compensation shall belong to Landlord in all 
cases.  Tenant hereby grants to Landlord all Tenant's rights to such damages 
and compensation, and covenants to deliver such further assignments thereof 
as Landlord may from time to time repair.

      14.  (Intentionally omitted).

      15.  Default.  If (a) Tenant shall default in the performance of any 
of its obligations set forth in this Lease relating to the payment of money 
and if such default shall continue for ten(10) days after written notice 
from Landlord to Tenant designating such default; or (b) for a period of 
thirty (30) days after written notice from Landlord to Tenant specifying any 
other default or defaults, Tenant has not commenced diligently to correct 
the default or defaults so specified or has not thereafter diligently 
pursued such correction to completion; or (c) any assignment shall be made 
by Tenant or any guarantor of Tenant's obligations hereunder for the benefit 
of creditors; or (d) Tenant's leasehold interest shall be taken on 
execution; or (e) a petition is filed by Tenant for adjudication as a 
bankrupt, or for reorganization or an arrangement under any provision of any 
bankruptcy or insolvency law as then in force and effect; or (f) any 
involuntary petition under any of the provisions of any such bankruptcy or 
insolvency law is filed against Tenant and such involuntary petition is not 
dismissed within thirty (30) days thereafter; then, and in any of such 
cases, Landlord may lawfully, immediately or at any time thereafter, and 
without further notice or demand, and without prejudice to any and all other 
remedies provided or recognized by applicable law, including without 
limitation, remedies which might otherwise be used for arrears of rent or 
other default, declare the term of this Lease ended and undertake 
appropriate proceedings to take complete possession of the Leased Premises 
and to remove all goods and effects of Tenant therefrom at Tenant's expense 
and without liability for loss or damage to Tenant's property.  Tenant 
shall, in case of any such termination forthwith pay to Landlord as damages 
a sum equal to the amount by which the rent and other payment called for 
hereunder for the remainder of the term of this Lease exceed the fair rental 
value of the Leased Premises for said period, and in addition thereto will 
furthermore promptly indemnify Landlord during said period against all loss 
of such rent and other payments which Landlord may incur by reason of such 
termination, however caused, first deducting any damages paid as above 
provided.  If Tenant shall default, after notice thereof, in the observance 
or performance of any conditions or covenants on Tenant's part to be 
observed or performed under or by virtue of any of the provisions in any 
part of this Lease, Landlord, without being under any obligation to do so 
and without thereby waiving such default, may remedy such default for the 
account and at the expense of Tenant.  If Landlord makes any expenditures or 
incurs any obligations for the payment of money in connection with any such 
default, including but not limited to reasonable attorneys' fees in 
instituting, prosecuting or defending any action or proceeding, such sums 
paid or obligations incurred shall be paid to Landlord by Tenant as 
Additional Rent (notwithstanding that the terms of this Lease may have 
ended).  In the event that any payment of rent or any other sum due 
hereunder is not made within five (5) days of the date due, Tenant shall pay 
a later charge equal to two percent (2%) of the amount of such payment with 
respect to each month (or portion thereof) during which such payment remains 
outstanding.

      16.  Building Alteration.  It is understood by both parties that 
Landlord may be performing work on the Building, including without 
limitation, the roof of the Building during the Term of this Lease.  
Landlord may make any and all alterations and additions to the Building as 
it deems necessary or desirable.  However, during such work Landlord shall 
not unreasonably, materially interfere with the business of tenant.

      17.  Miscellaneous.

            (a)  Any consent or permission by Landlord to any act or 
omission which otherwise would be a breach of any covenant or condition 
herein, shall not in any way be held or construed (unless expressly so 
declared) to operate so as to impair the continuing obligation of any 
covenant or condition herein, or otherwise, except as to the specific 
instance, operate to permit similar acts or omissions.  Any acceptance of 
rent by Landlord hereunder shall not in any way be held or construed (unless 
expressly so declared) to operate so as to impair the ability of the 
Landlord to evict the Tenant or to exercise any other rights it may have 
under this Lease or the law.

            (b)  Tenant shall at the request of Landlord, and within fifteen 
(15) days of any and all such requests from time to time, (i) execute and 
deliver to Landlord a subordination of this Lease to any mortgage placed 
upon the Leased Premises by Landlord, and Tenant agrees to recognize any 
holder of such a mortgage or any other person acquiring title to the Leased 
Premises as Landlord, and (ii) execute and deliver to Landlord a certificate 
which acknowledges tenancy and possession of the Leased Premises and recites 
any other facts relating to this Lease and the payments made hereunder which 
a mortgagee, lender, purchaser or prospective purchaser may require, which 
certificate shall be addressed to such party if so requested.  Tenant agrees 
to execute and deliver any appropriate instruments necessary to carry out 
the terms in this Section contained.  Any such mortgage to which this Lease 
shall be subordinated may contain such terms,. provisions and conditions as 
the mortgagee deems usual or customary.

            (c)  The agreements and conditions in this Lease contained to be 
performed and observed by Tenant shall be binding upon tenant and its 
successors and assigns and shall enure to the benefit of Landlord and its 
successors and assigns, and the agreements and conditions in this Lease 
contained on the part of Landlord to be performed and observed by Landlord, 
shall be binding upon Landlord and its successors and assigns and shall 
enure to the benefit of Tenant and its successors and assigns (subject to 
the provisions of Section 7).  Tenant agrees that the Landlord named herein 
and any subsequent landlord shall be liable hereunder only for obligations 
occurring while owner of the Leased Premises.  No holder of a mortgage of 
the Landlord's interest shall be deemed to be the owner of the Leased 
Premises until such holder shall have acquired indefeasible title to the 
Leased Premises.

            (d)  Tenant shall no longer arrange for security for the whole 
Building, and shall, in Tenant's discretion, arrange for security for the 
Leased Premises with no obligation on the part of Landlord to contribute any 
portion of the costs thereof and Tenant shall not make any deductions from 
Rent therefor.

            (e)  All notices to Landlord shall be addressed to Landlord at 7 
Water Street, Boston, Massachusetts 02109, Attention: Mr. Francis Crocetti, 
Senior Vice President, with a copy to Anne L. Gero, Esq., Senior Legal 
Counsel, FMR Corp., 82 Devonshire Street, Boston, MA  02109 and with a copy 
to Michael F. Burke, Esq., Peabody & Arnold, 50 Rowes Wharf, Boston, 
Massachusetts 02110, or to such other place as may be designated by written 
notice to Tenant; and all notices to Tenant shall be addressed to Tenant at 
the Leased Premises, Attention: Mr. Charles Housman, with a copy to Elliot 
Englander, Esq., Englander, Finks, Ross & Cohen, 55 summer Street, Boston, 
Massachusetts 02110, or to such other place as may be designated by written 
notice to Landlord.  All notices shall be sent to the respective party by 
registered or certified mail, postage prepaid.  Unless otherwise directed in 
writing, all rents and other payments shall be payable to Landlord at the 
Landlord's address as above stated.









      EXECUTED as a sealed instrument on the day and year first above 
written.


                                       LANDLORD:
                                       Fidelity  Properties, Inc. 



                                       TENANT:
                                       Armatron International, Inc.

                                       By:  /s/ Charles J. Housman, Pres.


                                       By:  /s/ Charles J. Housman, Treas.