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<SEC-DOCUMENT>0000076267-02-000009.txt : 20020531
<SEC-HEADER>0000076267-02-000009.hdr.sgml : 20020531
<ACCEPTANCE-DATETIME>20020531163541
ACCESSION NUMBER:		0000076267-02-000009
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		21
CONFORMED PERIOD OF REPORT:	20020303
FILED AS OF DATE:		20020531

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PARK ELECTROCHEMICAL CORP
		CENTRAL INDEX KEY:			0000076267
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTED CIRCUIT BOARDS [3672]
		IRS NUMBER:				111734643
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04415
		FILM NUMBER:		02668064

	BUSINESS ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
		BUSINESS PHONE:		5163544100

	MAIL ADDRESS:	
		STREET 1:		5 DAKOTA DR
		CITY:			LAKE SUCCESS
		STATE:			NY
		ZIP:			11042
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>ed10k02.txt
<DESCRIPTION>FORM 10-K
<TEXT>
                                                         10K.02-1
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 10549


                            FORM 10-K

                FOR ANNUAL AND TRANSITION REPORTS
             PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]  ANNUAL  REPORT  PURSUANT  TO SECTION  13  OR  15(D)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934

     For the fiscal year ended March 3, 2002

OR

[ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR  15(D)  OF  THE
     SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ________ to _______

                  Commission file number 1-4415

                   Park Electrochemical Corp.
     (Exact Name of Registrant as Specified in Its Charter)

    New York                              11-1734643
    (State or Other Jurisdiction of       (I.R.S. Employer
    Incorporation of Organization)        Identification
                                          No.)

    5  Dakota  Drive, Lake Success,  New  11042
    York                                  (Zip Code)
    (Address   of  Principal   Executive
    Offices)

Registrant's telephone number, including area code
(516) 354-4100

Securities registered pursuant to Section 12(b) of the Act:

   Title of Each Class                  Name of Each Exchange
                                        on Which Registered
   Common Stock, par value $.10 per     New York Stock
   share                                Exchange
   Preferred Stock Purchase Rights      New York Stock
                                        Exchange

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
          Yes  [X]       No  [ ]






[cover page 1 of 2 pages]
      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and will not be contained, to the best of registrant's knowledge,
in  definitive  proxy or information statements  incorporated  by
reference in Part III of this Form 10-K or any amendment to  this
Form 10-K.          [X}

      State  the  aggregate market value of the voting  and  non-
voting  common  equity held by non-affiliates of the  registrant.
The  aggregate market value shall be computed by reference to the
price at which the common equity was sold, or the average bid and
asked prices of such common equity, as of a specified date within
60 days prior to the date of filing.

                                             As of Close of
     Title of Class    Aggregate     Market   Business On
                       Value
  Common Stock,
  par  value $.10  per    $577,617,597*       May 24, 2002
  share

      Indicate  the number of shares outstanding of each  of  the
registrant's   classes  of  common  stock,  as  of   the   latest
practicable date.

                              Shares         As of Close of
     Title of Class         Outstanding       Business On
  Common Stock,
  par  value $.10  per      19,514,108        May 24, 2002
  share

DOCUMENTS INCORPORATED BY REFERENCE

Proxy  Statement for Annual Meeting of Shareholders  to  be  held
July  17,  2002 incorporated by reference into Part III  of  this
Report.


*Included  in  such amount are 1,442,298 shares of  common  stock
valued  at  $29.60  per  share  and  held  by  Jerry  Shore,  the
Registrant's  Chairman  of  the  Board  and  a  member   of   the
Registrant's Board of Directors.

[cover page 2 of 2 pages]


















                        TABLE OF CONTENTS

                                                          Page
PART I

Item 1.   Business                                 	       4

Item 2.   Properties                                        15

Item 3.   Legal Proceedings                                 15

Item 4.   Submission of Matters to a Vote of Security
          Holders                                           16
          Executive Officers of the Registrant              16


PART II

Item 5.   Market for the Registrant's Common Equity and
          Related Stockholder Matters                       18

Item 6.   Selected Financial Data                           18

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations     20

          Factors That May Affect Future Results            30

Item 7A.  Quantitative and Qualitative Disclosures
          About Market Risk                                 32

Item 8.   Financial Statements and Supplementary Data       33

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure            58


PART III

Item 10.  Directors and Executive Officers of the
          Registrant                                        58

Item 11.  Executive Compensation                            58

Item 12.  Security Ownership of Certain Beneficial
          Owners and Management                             58

Item 13.  Certain Relationships and Related Transactions    58


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
          Reports on Form 8-K                               59


SIGNATURES                                                  60


FINANCIAL STATEMENT SCHEDULES
  Schedule II - Valuation and Qualifying Accounts           61


EXHIBIT INDEX                                               62
















                             PART I

Item 1.   Business.

General

       Park   Electrochemical   Corp.   ("Park"),   through   its
subsidiaries (unless the context otherwise requires, Park and its
subsidiaries are hereinafter called the "Company"), is  primarily
engaged  in  the  design, production and  marketing  of  advanced
electronic materials used to fabricate complex multilayer printed
circuit boards and other electronic interconnection systems. Park
specializes  in advanced materials for high layer  count  circuit
boards   and  high-speed  digital  broadband  telecommunications,
internet and networking applications. Park's electronic materials
business operates under the "Nelco" name through fully integrated
business  units in Asia, Europe and North America. The  Company's
electronic  materials  manufacturing facilities  are  located  in
Singapore, China, Germany, France, England, New York, Arizona and
California.

     The  Company  is also engaged in the design, production  and
marketing  of advanced composite materials through its  FiberCote
Industries  subsidiary  in Waterbury, Connecticut  and  specialty
adhesive   tapes  and  films  through  its  Dielectric   Polymers
subsidiary   in  Holyoke,  Massachusetts  for  the   electronics,
aerospace and industrial markets.

     Park  was  founded  in  1954 by Jerry Shore,  the  Company's
Chairman of the Board and largest shareholder.

      Unless otherwise indicated, all information in this  Report
has  been  adjusted to give effect to the Company's three-for-two
stock  split  in  the  form  of  a  stock  dividend,  which   was
distributed  November 8, 2000 to shareholders of  record  at  the
close of business on October 20, 2000.

      In  the  fiscal year ended February 27, 2000, the Company's
business  was divided into two industry segments: (1)  electronic
materials  and  (2)  engineered materials and plumbing  hardware.
However,  during the fourth quarter of the 2000 fiscal year,  the
Company  decided  to  close and liquidate the  plumbing  hardware
portion   of  its  engineered  materials  and  plumbing  hardware
business  segment.  See  Note 16 of  the  Notes  to  Consolidated
Financial  Statements  in Item 8 of this Report  for  information
concerning  the  closure of the plumbing  hardware  business.  In
addition,  in the fiscal years ended February 25, 2001 and  March
3,   2002,   the  engineered  materials  and  plumbing   hardware
businesses  comprised less than 10% of the Company's consolidated
revenues, earnings and assets, and the Company considered  itself
to  operate in one business segment. See Note 14 of the Notes  to
Consolidated  Financial Statements in Item 8 of this  Report  for
information concerning the Company's business segments.

      The sales and long-lived assets of the Company's operations
by  geographic area for the last three fiscal years are set forth
in  Note 14 of the Notes to Consolidated Financial Statements  in
Item  8  of  this  Report. The Company's foreign  operations  are
conducted principally by the Company's subsidiaries in Singapore,
China,   Germany,  France  and  England.  The  Company's  foreign
operations  are  subject  to  the  impact  of  foreign   currency
fluctuations.  See Note 1 of the Notes to Consolidated  Financial
Statements in Item 8 of this Report.



                 Electronic Materials Operations

      The  Company is a leading global designer and  producer  of
advanced   electronic   materials  used  to   fabricate   complex
multilayer   printed   circuit  boards   and   other   electronic
interconnect  systems,  such as multilayer back-planes,  wireless
packages,   high-speed/low-loss  multilayers  and  high   density
interconnects ("HDIs"). The Company's multilayer printed  circuit
materials include copper-clad laminates and prepregs. The Company
has  long-term  relationships with  its  major  customers,  which
include  leading  independent printed circuit board  fabricators,
electronic  manufacturing service companies, electronic  contract
manufacturers    and   major   electronic   original    equipment
manufacturers  ("OEMs"). Multilayer printed  circuit  boards  and
interconnect   systems  are  used  in  virtually   all   advanced
electronic  equipment to direct, sequence and control  electronic
signals  between  semiconductor devices (such as  microprocessors
and  memory  and  logic  devices), passive  components  (such  as
resistors and capacitors) and connection devices (such as  infra-
red  couplings,  fiber  optics  and  surface  mount  connectors).
Examples  of end uses of the Company's printed circuit  materials
include  high speed routers and servers, supercomputers, laptops,
satellite   switching   equipment,   cellular   telephones    and
transceivers  and wireless personal digital assistants  ("PDAs").
The  Company  has  developed long-term relationships  with  major
customers  as  a  result of its leading edge products,  extensive
technical   and   engineering  service  support  and   responsive
manufacturing capabilities.

      Park  believes  it founded the modern day  printed  circuit
industry in 1957 by inventing a composite material consisting  of
an  epoxy resin substrate reinforced with fiberglass cloth  which
was  laminated  together with sheets of thin  copper  foil.  This
epoxy-glass  copper-clad  laminate  system  is  still   used   to
construct the large majority of today's advanced printed  circuit
products. The Company also believes that in 1962 it invented  the
first  multilayer  printed  circuit  materials  system  used   to
construct  multilayer printed circuit boards.  The  Company  also
pioneered   vacuum   lamination  and  many  other   manufacturing
technologies  used  in  the  industry  today.  In  addition,  the
Company's  subsidiary,  Dielektra  GmbH  in  Germany,  which  the
Company  acquired  in  1997,  owns a  patented  process  for  con
tinuously  producing  thin  copper-clad  laminates  for   printed
circuit board applications. The Company believes it is one of the
industry's technological leaders.

      As  a  result  of  its  leading  edge  products,  extensive
technical   and   engineering  service  support  and   responsive
manufacturing  capabilities, the Company expects to  continue  to
take  advantage of several industry trends. These trends  include
the   increasing  global  demand  for  electronic  products   and
technology,   the  increasingly  advanced  electronic   materials
required for interconnect performance and manufacturability,  the
increasing miniaturization and portability of advanced electronic
equipment,  the  consolidation  of  the  printed  circuit   board
fabrication  industry and the time-to-market  and  time-to-volume
pressures   requiring   closer   collaboration   with   materials
suppliers.

      The  Company believes that it is one of the world's largest
manufacturers  of  multilayer printed circuit materials  and  the
market  leader  in  North  America and Southeast  Asia.  It  also
believes that it is the only significant independent manufacturer
of multilayer printed circuit materials in the world. The Company
was  the  first  manufacturer in the  printed  circuit  materials
industry to establish manufacturing presences in the three  major
global markets of North America, Europe and Asia, with facilities
established in Europe in 1969 and Asia in 1986.


     Industry Background

     The electronic materials manufactured by the Company and its
competitors   are   used  to  construct  and  fabricate   complex
multilayer  printed circuit boards and other advanced  electronic
interconnect   systems.  Multilayer  printed  circuit   materials
consist  of prepregs and copper-clad laminates, as well as  semi-
finished  multilayer printed circuit board panels.  Prepregs  are
chemically  and  electrically engineered  plastic  resin  systems
which   are  impregnated  into  and  reinforced  by  a  specially
manufactured fiberglass cloth product or other woven or non-woven
reinforcing fiber. This insulating dielectric substrate  is  .030
inch to .002 inch in thickness or less in some cases. These resin
systems  are usually based upon an epoxy chemistry. One  or  more
plies  of  prepreg are laminated together to form  an  insulating
dielectric substrate to support the copper circuitry patterns  of
a multilayer printed circuit board. Copper-clad laminates consist
of one or more plies of prepreg laminated together with specialty
thin copper foil laminated on the top and bottom. Copper foil  is
specially formed in thin sheets which may vary from .0030 inch to
...0002  inch in thickness and normally have a thickness  of  .0014
inch  or  .0007  inch.  The  Company  supplies  both  copper-clad
laminates and prepregs to its customers, which use these products
as a system to construct multilayer printed circuit boards.

      The  printed circuit board fabricator processes copper-clad
laminates  to  form  the  inner layers of  a  multilayer  printed
circuit board. The fabricator photoimages these laminates with  a
dry   film  or  liquid  photoresist.  After  development  of  the
photoresist,  the copper surfaces of the laminate are  etched  to
form  the  circuit pattern. The fabricator then  assembles  these
etched  laminates  by inserting one or more plies  of  dielectric
prepreg between each of the inner layer etched laminates and also
between an inner layer etched laminate and the outer layer copper
plane,  and  then  laminating the entire  assembly  in  a  press.
Prepreg  serves as the insulator between the multiple  layers  of
copper  circuitry patterns found in the multilayer circuit board.
When  the  multilayer configuration is laminated, these plies  of
prepreg  form  an insulating dielectric substrate supporting  and
separating  the  multiple  inner  and  outer  planes  of   copper
circuitry. The fabricator drills vertical through-holes  or  vias
in  the multilayer assembly and then plates the through-holes  or
vias  to form vertical conductors between the multiple layers  of
circuitry patterns. These through holes or vias combine with  the
conductor  paths on the horizontal circuitry planes to  create  a
three-dimensional electronic interconnect system. In  specialized
applications,  an  additional set of microvia  layers  (2  or  4,
typically) may be added through a secondary lamination process to
provide  increased density and functionality to the  design.  The
outer  two  layers of copper foil are then imaged and  etched  to
form the finished multilayer printed circuit board. The completed
multilayer board is a three-dimensional interconnect system  with
electronic signals traveling in the horizontal planes of multiple
layers  of  copper circuitry patterns, as well  as  the  vertical
plane through the plated holes or vias.

     The global market for advanced electronic products has grown
in  recent years as a result of technological change and frequent
new   product   introductions.   This   growth   is   principally
attributable  to  increased  sales and  more  complex  electronic
content  of newer products, such as cellular telephones,  pagers,
personal  computers and portable computing devices,  and  greater
use  of  electronics  in  other products,  such  as  automobiles.
Further,  large, almost completely untapped markets for  advanced
electronic  equipment have emerged in such  areas  as  India  and
China  and other areas of the Pacific Rim. During its 2002 fiscal
year,  the Company established a business center in Wuxi,  China,
in the Shanghai-Nanjing corridor, which is an emerging region for
advanced multilayer printed circuit fabrication in China.

       Semiconductor  manufacturers  have  introduced  successive
generations of more powerful microprocessors and memory and logic
devices.  Electronic equipment manufacturers have designed  these
advanced  semiconductors  into more compact  and  often  portable
products.  High  performance computing devices in  these  smaller
portable   platforms   require   greater   reliability,    closer
tolerances,  higher component and circuit density  and  increased
overall  complexity. As a result, the interconnect  industry  has
developed   smaller,  lighter,  faster  and  more  cost-effective
interconnect  systems,  including  advanced  multilayer   printed
circuit boards

      Advanced  interconnect  systems require  higher  technology
printed  circuit  materials  to insure  the  performance  of  the
electronic  system  and to improve the manufacturability  of  the
interconnect platform. The growth of the market for more advanced
printed  circuit  materials has outpaced the  market  growth  for
standard  printed  circuit  materials in  recent  years.  Printed
circuit  board fabricators and electronic equipment manufacturers
require advanced printed circuit materials that have increasingly
higher   temperature  tolerances  and  more  advanced  electrical
properties  in  order  to  support  high-speed  computing  in   a
miniaturized and often portable environment.

      With  the very high density circuit demands of miniaturized
high  performance  interconnect systems, the uniformity,  purity,
consistency,  performance predictability,  dimensional  stability
and  production  tolerances  of printed  circuit  materials  have
become  successively more critical. High density printed  circuit
boards and interconnect systems often involve higher layer  count
multilayer circuit boards where the multiple planes of  circuitry
and  dielectric  insulating substrates are very thin  (dielectric
insulating  substrate layers may be .002 inch or  less)  and  the
circuit line and space geometries in the circuitry plane are very
narrow  (.002 inch or less). In addition, advanced surface  mount
interconnect systems are typically designed with very  small  pad
sizes  and  very  narrow  plated  through  holes  or  vias  which
electrically  connect  the multiple layers of  circuitry  planes.
High  density  interconnect systems must utilize printed  circuit
materials  whose  dimensional  characteristics  and  purity   are
consistently manufactured to very high tolerance levels in  order
for  the  printed circuit board fabricator to attain and  sustain
acceptable product yields.

      Shorter product life cycles and competitive pressures  have
induced  electronic equipment manufacturers to bring new products
to  market  and  increase production volume to commercial  levels
more  quickly.  These trends have highlighted the  importance  of
front-end  engineering of electronic products and have  increased
the  level  of collaboration among system designers,  fabricators
and  printed  circuit materials suppliers. As the  complexity  of
electronic  products increases, materials suppliers must  provide
greater technical support to interconnect systems fabricators  on
a timely basis regarding manufacturability and performance of new
materials systems.

     Products and Services

      The  Company  produces  a broad line  of  advanced  printed
circuit  materials  used to fabricate complex multilayer  printed
circuit   boards  and  other  electronic  interconnect   systems,
including  backplanes,  wireless packages,  high  speed/low  loss
multilayers   and  high  density  interconnects   ("HDIs").   The
Company's   subsidiary,   Dielektra   GmbH   in   Germany,   also
manufactures  semi-finished  multilayer  printed  circuit   board
panels.  The Company's diverse advanced printed circuit materials
product  line  is  designed to address a wide  array  of  end-use
applications and performance requirements.

      The  Company's  electronic  materials  products  have  been
developed  internally and through long-term development  projects
with  its  principal suppliers and, to a lesser  extent,  through
licensing  arrangements.  The Company focuses  its  research  and
development  efforts  on  developing  industry  leading   product
technology  to  meet the most demanding product requirements  and
has  designed  its  product  line with  a  focus  on  the  higher
performance, higher technology end of the materials spectrum. All
of the Company's existing electronic materials products have been
introduced since 1990.

      Most of the Company's research and development expenditures
are  attributable  to  the  efforts of its  electronic  materials
operations. In response to the rapid technological changes in the
electronic materials business, these expenditures on research and
product development have increased over the past several years.

     The Company's products include high-speed, low-loss, digital
broadband  engineered  formulations,  high-temperature   modified
epoxies,  bismaleimide  triazine epoxies  ("BT  epoxy"),  non-MDA
polyimides,   enhanced   polyimides,   high   performance   epoxy
Thermountr  materials ("Thermount" is a registered  trademark  of
E.I.  duPont de Nemours & Co.), APPE resin technology (a licensed
product  of  Asahi  Chemical Industry  Co.,  Ltd.),  SIT  (Signal
Integrity)  products,  cyanate esters and polytetrafluoroethylene
("PTFE") formulations for RF/microwave applications.

      The  Company  has  developed long-term  relationships  with
select  customers  through  broad-based  technical  support   and
service, as well as manufacturing proximity and responsiveness at
multiple  levels  of  the  customer's organization.  The  Company
focuses  on developing a thorough understanding of its customer's
business,  product lines, processes and technological challenges.
The  Company seeks customers which are industry leaders committed
to  maintaining and improving their industry leadership positions
and  which  are committed to long-term relationships  with  their
suppliers. The Company also seeks business opportunities with the
more   advanced   printed  circuit  fabricators  and   electronic
equipment manufacturers which are interested in the full value of
products  and services provided by their suppliers.  The  Company
believes  its  proactive  and timely  support  in  assisting  its
customers  with the integration of advanced materials  technology
into  new  product designs further strengthens its  relationships
with its customers.

      The  Company's emphasis on service and close  relationships
with  its  customers is reflected in its short  lead  times.  The
Company  has  developed its manufacturing processes and  customer
service  organizations  to  provide its  customers  with  printed
circuit  materials products on a just-in-time basis. The  Company
believes that its ability to meet its customers quick-turn-around
("QTA") requirements is one of its unique strengths.

      The  Company  has  located  its  advanced  printed  circuit
materials   manufacturing  operations  in   strategic   locations
intended  to  serve specific regional markets. By  situating  its
facilities in close geographical proximity to its customers,  the
Company is able to rapidly adjust its manufacturing processes  to
meet   customers'  new  requirements  and  respond   quickly   to
customers'  technical  needs. The Company  has  technical  staffs
based  at  each of its manufacturing locations, which allows  the
rapid dispatch of technical personnel to a customer's facility to
assist   the   customer  in  quickly  solving  design,   process,
production or manufacturing problems.

      During  the  2002  fiscal year, the Company  established  a
business  center  in Wuxi, China to support the  rapidly  growing
customer   demand  for  advanced  multilayer  printed   circuitry
materials in China.

     Customers and End Markets

       The   Company's  customers  for  its  advanced  electronic
materials  include the leading independent printed circuit  board
fabricators,   electronic   manufacturing   service    companies,
electronic  contract manufacturers and major electronic  original
equipment  manufacturers  ("OEMs") in the  computer,  networking,
telecommunications, transportation, aerospace and instrumentation
industries located throughout North America, Europe and Asia. The
Company   seeks   to   align  itself  with   the   larger,   more
technologically-advanced  and  better   capitalized   independent
printed  circuit board fabricators and major electronic equipment
manufacturers which are industry leaders committed to maintaining
and improving their industry leadership positions and to building
long-term  relationships  with  their  suppliers.  The  Company's
selling  effort typically involves several stages and  relies  on
the  talents  of  Company  personnel at  different  levels,  from
management  to sales personnel and quality engineers.  In  recent
years,  the Company has augmented its traditional sales personnel
with  an  OEM  marketing team and product technology specialists.
The  Company's strategy emphasizes the use of multiple facilities
established in market areas in close proximity to its customers.

      During the Company's 2002 fiscal year, approximately  18.1%
of   the   Company's  total  worldwide  sales  were  to   Sanmina
Corporation,  a  leading  electronics contract  manufacturer  and
manufacturer of printed circuit boards and approximately 11.3% of
the  Company's total worldwide sales were to Tyco Printed Circuit
Group  L.P.,  a  leading manufacturer of printed circuit  boards.
During the Company's 2001 fiscal year, approximately 25.1% of the
Company's total worldwide sales were to Sanmina Corporation.

      During the Company's 1998 fiscal year and for several years
prior  thereto,  more than 10% of the Company's  total  worldwide
sales  were  to  Delco Electronics Corporation, a  subsidiary  of
General  Motors  Corp.  However, in March 1998  the  Company  was
informed by Delco that Delco planned to close its printed circuit
board  fabrication  plant  and exit  the  printed  circuit  board
manufacturing business. After the plant closure, Delco  purchased
all  of  its  printed circuit boards from outside  suppliers  and
Delco was no longer a customer of the Company's. After that time,
the  Company marketed its semi-finished multilayer circuit  board
material  manufacturing  capability to  leading  printed  circuit
board  fabricators,  contract assemblers and electronic  original
equipment  manufacturers in North America. The  Company  had  not
previously   marketed  this  capability  as   its   semi-finished
multilayer capacity had been largely committed to supplying Delco
Electronics. Although the Company's electronic materials business
was  not  dependent on this single customer,  the  loss  of  this
customer  had  a material adverse effect on the business  in  the
fiscal years ended February 27, 2000, February 25, 2001 and March
3,  2002. In the first quarter of the fiscal year ended March  3,
2002,  the Company sold the assets and business of its subsidiary
in  Arizona  that  conducted  the mass  lamination  business  and
recorded  non-recurring, pre-tax charges of  approximately  $15.7
million in its 2002 fiscal year first quarter ended May 27,  2001
in  connection with the sale and the closure of a related support
facility to the mass lamination business also located in Arizona.
See  "Management's Discussion and Analysis of Financial Condition
and  Results  of  Operations" in Item 7  of  this  Report  for  a
discussion of the significant pre-tax losses incurred during  the
2000  fiscal  year by the Company's Arizona based  business  unit
which  formerly supplied Delco Electronics Corporation with semi-
finished  circuit  boards; and see Item 3 of this  Report  for  a
discussion of legal proceedings initiated by the Company  against
Delco Electronics Corporation.

      Although the electronic materials business is not dependent
on  any  single customer, the loss of a major customer  or  of  a
group  of customers could have a material adverse effect  on  the
electronic materials business.

      The Company's electronic materials products are marketed by
sales  personnel  in industrial centers in North America,  Europe
and  Asia.  Such  personnel include both salaried  employees  and
independent sales representatives who work on a commission basis.

     Manufacturing

      The  process  for manufacturing multilayer printed  circuit
materials   is   capital  intensive  and  requires  sophisticated
equipment  as well as clean-room environments. The key  steps  in
the Company's manufacturing process include: the impregnation  of
specially designed fiberglass cloth with a resin system  and  the
partial  curing of that resin system; the assembling of laminates
consisting of single or multiple plies of prepreg and copper foil
in a clean-room environment; the vacuum lamination of the copper-
clad assemblies under simultaneous exposure to heat, pressure and
vacuum;   and   the  finishing  of  the  laminates  to   customer
specifications.

     Prepreg is manufactured in a treater. A treater is a roll-to-
roll   continuous  machine  which  sequences  specially  designed
fiberglass cloth or other reinforcement fabric into a resin  tank
and  then  sequences the resin-coated cloth through a  series  of
ovens which partially cure the resin system into the cloth.  This
partially cured product or prepreg is then sheeted or paneled and
packaged  by  the Company for sale to customers, or used  by  the
Company to construct its copper-clad laminates.

      The  Company manufacturers copper-clad laminates  by  first
setting  up in a clean room an assembly of one or more  plies  of
prepreg  stacked together with a sheet of specially  manufactured
copper foil on the top and bottom of the assembly. This assembly,
together  with a large quantity of other laminate assemblies,  is
then  inserted  into a large, multiple opening vacuum  lamination
press.   The   laminate  assemblies  are  then  laminated   under
simultaneous  exposure to heat, pressure and  vacuum.  After  the
press cycle is complete, the laminates are removed from the press
and sheeted, paneled and finished to customer specifications. The
product  is  then  inspected and packaged  for  shipment  to  the
customer. In addition, the Company manufactures very thin copper-
clad  laminates utilizing Dielektra's unique, patented continuous
lamination technology.

       The   Company  manufactures  multilayer  printed   circuit
materials  at  eight fully integrated facilities located  in  the
United States, Europe and Southeast Asia. The Company opened  its
California  facility in 1965, its England facility in  1969,  its
first  Arizona  and  France facilities  in  1984,  its  Singapore
facility in 1986 and its second France facility in 1992,  and  in
1997, the Company acquired Dielektra GmbH with a fully integrated
facility  in  Cologne, Germany. The Company  services  the  North
America   market   principally   through   its   United    States
manufacturing facilities, the European market principally through
its  manufacturing facilities in England, France and Germany, and
the  Asian market principally through its Singapore manufacturing
facility. During its 2002 fiscal year, the Company established  a
business  center  in  China to supply  the  demand  for  advanced
multilayer printed circuitry materials in China. The Company  has
located its manufacturing facilities in its important markets. By
maintaining  technical  and engineering staffs  at  each  of  its
manufacturing  facilities, the Company is able to deliver  fully-
integrated products and services on a timely basis.

     The Company has been expanding the manufacturing capacity of
its  electronic materials facilities in recent years. During  the
2000  fiscal  year,  the  Company  completed  expansions  of  its
electronic materials operations in Singapore and France, acquired
additional  manufacturing capacity in California,  and  commenced
significant  additional  expansions of its  electronic  materials
operations in California and New York, which it completed in  its
2002  fiscal  year.  During  the 2001 fiscal  year,  the  Company
commenced  a  significant  expansion  of  its  higher  technology
product line manufacturing facility in Arizona, which the Company
completed  during  the  first quarter of its  2002  fiscal  year.
During  the 2002 fiscal year, the Company established a  business
center  in  China,  redesigned  its German  electronic  materials
business  to  focus its efforts and capabilities  on  its  unique
DatlamT  automated continuous lamination and paneling  technology
and on the marketing and manufacturing of high technology, higher
layer   count  mass  lamination  product,  and  established   the
capability   to  manufacture  PTFE  materials  for   RF/microwave
applications at its Neltec high performance materials facility in
Tempe,  Arizona,  augmenting  the  Company's  PTFE  manufacturing
capability in Lannemezan, France.

     Materials and Sources of Supply

      The  principal  materials used in the  manufacture  of  the
Company's  electronic products are specially manufactured  copper
foil,   fiberglass   cloth  and  synthetic  reinforcements,   and
specially  formulated resins and chemicals. The Company  attempts
to   develop  and  maintain  close  working  relationships   with
suppliers  of  those materials who have dedicated  themselves  to
complying   with  the  Company's  stringent  specifications   and
technical requirements. While the Company's philosophy is to work
with  a  limited number of suppliers, the Company has  identified
alternate sources of supply for each of these materials. However,
there  are  a  limited  number of qualified  suppliers  of  these
materials,  substitutes  for  these  materials  are  not  readily
available,  and, in the recent past, the industry has experienced
shortages in the market for certain of these materials. While the
Company  has not experienced significant problems in the delivery
of  these  materials  and  considers its relationships  with  its
suppliers  to be strong, a disruption of the supply of  materials
could   materially  adversely  affect  the  business,   financial
condition  and results of operations of the Company.  Significant
increases in the cost of materials purchased by the Company could
also  have  a material adverse effect on the Company's  business,
financial condition and results of operations if the Company were
unable to pass such price increases through to its customers.

     Competition

       The  multilayer  printed  circuit  materials  industry  is
characterized  by intense competition and ongoing  consolidation.
The Company's competitors are primarily divisions of subsidiaries
of  very large, diversified multinational manufacturers which are
substantially  larger and have greater financial  resources  than
the  Company and, to a lesser degree, smaller regional producers.
Because  the Company focuses on the higher technology segment  of
the   electronic  materials  market,  technological   innovation,
quality   and   service,  as  well  as  price,  are   significant
competitive factors.

      The  Company  believes  that there  are  approximately  ten
significant multilayer printed circuit materials manufacturers in
the  world  and many of these competitors have or are  developing
significant presences in the three major global markets of  North
America,   Europe  and  Asia.  The  Company  believes  that   the
multilayer printed circuit materials industry is rapidly becoming
more global and that the remaining smaller regional manufacturers
will  find  it increasingly difficult to remain competitive.  The
Company  believes that it is currently one of the world's largest
multilayer  printed circuit materials manufacturers. The  Company
further   believes   it  is  the  only  significant   independent
manufacturer of multilayer printed circuit materials in the world
today.

      The  markets  in  which the Company's electronic  materials
operations  compete  are  characterized  by  rapid  technological
advances,  and  the Company's position in these  markets  depends
largely  on  its  continued  ability to  develop  technologically
advanced  and highly specialized products. Although  the  Company
believes  it  is  an  industry technology leader  and  directs  a
significant  amount of its time and resources toward  maintaining
its  technological competitive advantage, there is  no  assurance
that  the  Company  will be technologically  competitive  in  the
future, or that the Company will continue to develop new products
that are technologically competitive.

        Advanced Composites and Specialty Tape Operations

     For many years, the Company was also engaged in the advanced
composite  materials and specialty adhesive tape  businesses  and
the  plumbing  hardware  business.  However,  during  the  fourth
quarter of the 2000 fiscal year, the Company decided to close and
liquidate its plumbing hardware business. See Notes 14 and 16  of
the  Notes to Consolidated Financial Statements in Item 8 of this
Report for information concerning the Company's business segments
and the closure of the plumbing hardware business.

       FiberCote   Industries,  Inc.,  the  Company's   composite
materials  business,  develops and produces engineered  composite
materials  for  the  aerospace, rocket motor, electronics,  radio
frequency  ("RF")  and specialty industrial  markets.  Dielectric
Polymers,  Inc., the Company's specialty adhesive tape  and  film
business,  produces  tapes and bonding films  for  a  variety  of
applications including joining industrial components together.

     Marketing and Customers

      The  Company's advanced composite materials  and  specialty
adhesive  tape customers, substantially all of which are  located
in  the  United States, include manufacturers in the  automotive,
graphic  arts,  aerospace,  rocket  motor,  electronics,  RF  and
specialty  industrial industries. Such materials are marketed  by
sales personnel including both salaried employees and independent
sales representatives who work on a commission basis.

      While  no  single advanced composite materials or specialty
adhesive tape customer accounted for 10% or more of the Company's
total  sales  during the last fiscal year, the loss  of  a  major
customer  or of a group of some of the largest customers  of  the
advanced composite materials and specialty adhesive tape business
could have a material adverse effect upon the business.

     Manufacturing and Sources of Supply

      The  Company's  advanced composite materials  manufacturing
facility  is located in Waterbury, Connecticut, and its specialty
adhesive   tape  and  film  business  is  located   in   Holyoke,
Massachusetts.

      The Company designs and manufactures its advanced composite
materials   and   industrial  tapes  and   films   to   its   own
specifications  and  to  the  specifications  of  its  customers.
Product development efforts are devoted toward the conforming  of
the  Company's advanced composites to the specifications of,  and
the  obtaining  of approvals from, the Company's  customers.  The
materials  used in the manufacture of these engineered  materials
include graphite and carbon fibers and fabrics, Kevlarr ("Kevlar"
is  a  registered  trademark of E.I. du Pont de Nemours  &  Co.),
quartz,   fiberglass,   polyester,  chemicals,   resins,   films,
plastics,  adhesives and certain other synthetic  materials.  The
Company   purchases  these  materials  from  several   suppliers.
Although satisfactory substitutes for many of these materials are
not   readily   available,  the  Company   has   experienced   no
difficulties in obtaining such materials.

     Competition

      The  Company has many competitors in the advanced composite
materials and specialty adhesive tape businesses, including  some
major  corporations  which have substantially  greater  financial
resources than the Company. The Company competes for business  on
the   basis  of  product  performance  and  development,  product
qualification  and  approval,  the  ability  to  manufacture  and
deliver   products  in  accordance  with  customers'  needs   and
requirements, and price.

Backlog

      The  Company records an item as backlog when it receives  a
purchase  order specifying the number of units to  be  purchased,
the  purchase price, specifications and other customary terms and
conditions. At May 5, 2002, the unfilled portion of all  purchase
orders received by the Company and believed by it to be firm  was
approximately  $4,807,000, compared to $9,696,000  at  April  29,
2001. The decline in backlog at May 5, 2002 compared to April 29,
2001  was  due primarily to the continuing slump in the Company's
business  that  began during the first two  months  of  its  2002
fiscal year resulting from the severe downturn and correction  in
the global electronics industry.

      Various  factors  contribute to the size of  the  Company's
backlog.  Accordingly,  the  foregoing  information  may  not  be
indicative of the Company's results of operations for any  period
subsequent to the fiscal year ended March 3, 2002.

Patents and Trademarks

     The Company holds several patents and trademarks or licenses
thereto.  In  the  Company's opinion, some of these  patents  and
trademarks are important to its products. Generally, however, the
Company does not believe that an inability to obtain new,  or  to
defend  existing, patents and trademarks would  have  a  material
adverse effect on the Company.

Employees

      At  March  3,  2002,  the Company had  approximately  1,700
employees.  Of  these  employees,  1,525  were  engaged  in   the
Company's  electronic materials operations, 120 in its  specialty
adhesive tape and advanced composite materials operations and  55
consisted  of  executive  personnel  and  general  administrative
staff.  As  a result of a severe correction and downturn  in  the
global  electronics industry and, consequently, in the  Company's
electronic  materials  business, the Company  reduced  its  total
number  of  employees during the first two  months  of  its  2002
fiscal   year   from  approximately  2,850  total  employees   to
approximately 2,330 total employees at April 30, 2001, and during
the  remainder of the 2002 fiscal year the Company's total number
of  employee`s  declined  to approximately  1,700.  None  of  the
Company's  employees  are  subject  to  a  collective  bargaining
agreement.  Management  considers its employee  relations  to  be
good.

Environmental Matters

     The Company is subject to stringent environmental regulation
of   its  use,  storage,  treatment  and  disposal  of  hazardous
materials and the release of emissions into the environment.  The
Company  believes that it currently is in substantial  compliance
with  the applicable federal, state and local environmental  laws
and  regulations  to  which  it is subject  and  that  continuing
compliance  therewith  will not have a  material  effect  on  its
capital  expenditures,  earnings  or  competitive  position.  The
Company  does  not  currently anticipate making material  capital
expenditures  for  environmental  control  facilities   for   its
existing  manufacturing operations during the  remainder  of  its
current  fiscal  year  or its succeeding  fiscal  year.  However,
developments,  such  as the enactment or adoption  of  even  more
stringent  environmental laws and regulations, could  conceivably
result in substantial additional costs to the Company.

      The Company and certain of its subsidiaries have been named
by   the  Environmental  protection  Agency  (the  "EPA")  or   a
comparable  state  agency  under the Comprehensive  Environmental
Response, Compensation and Liability Act (the "Superfund Act") or
similar   state  law  as  potentially  responsible   parties   in
connection with alleged releases of hazardous substances at  nine
sites. In addition, a subsidiary of the Company has received cost
recovery  claims  under  the Superfund  Act  from  other  private
parties involving two other sites and has received requests  from
the  EPA under the Superfund Act for information with respect  to
its involvement at three other sites. Under the Superfund Act and
similar  state  laws,  all parties who may have  contributed  any
waste  to  a  hazardous waste disposal site or contaminated  area
identified  by the EPA or comparable state agency may be  jointly
and  severally  liable for the cost of cleanup. Generally,  these
sites  are  locations  at  which  numerous  persons  disposed  of
hazardous  waste.  In  the  case of the  Company's  subsidiaries,
generally   the   waste  was  removed  from  their  manufacturing
facilities  and disposed at the waste sites by various  companies
which  contracted with the subsidiaries to provide waste disposal
services.  Neither  the Company nor any of its subsidiaries  have
been accused of or charged with any wrongdoing or illegal acts in
connection with any such sites. The Company believes it maintains
an  effective and comprehensive environmental compliance program.
Management   believes   the   ultimate   disposition   of   known
environmental  matters  will not have a material  adverse  effect
upon the Company.

      See  "Management's  Discussion and  Analysis  of  Financial
Condition  and  Results  of Operations -  Environmental  Matters"
included  in  Item 7 of this Report and Note 13 of the  Notes  to
Consolidated  Financial Statements included in  Item  8  of  this
Report.

Item 2.   Properties.

      Set  forth  below  are  the locations  of  the  significant
properties owned and leased by the Company, the businesses  which
use  the properties, and the size of each such property.  All  of
such  properties, except for the Lake Success, New York property,
are  used  principally as manufacturing, warehouse  and  assembly
facilities.







<table>
<caption>
                     Owned                       Size
      Location         or        Use           (Square
                     Leased                    Footage)
  <s>                <c>     <c>               <c>
  Lake Success, NY   Leased  Administrative      7,000
                             Offices
  Walden, NY         Owned   Electronic         51,000
                             Materials
  Newburgh, NY       Leased  Electronic        171,000
                             Materials
  Fullerton, CA      Leased  Electronic         95,000
                             Materials
  Anaheim, CA        Leased  Electronic         26,000
                             Materials
  Anaheim, CA        Leased  Electronic         41,000
                             Materials
  Tempe, AZ          Leased  Electronic         14,000
                             Materials
  Tempe, AZ          Leased  Electronic         81,000
                             Materials
  Tempe, AZ          Leased  Electronic          6,000
                             Materials
  Mirebeau, France   Owned   Electronic         81,000
                             Materials
  Lannemezan,        Owned   Electronic         29,000
  France                     Materials
  Cologne, Germany   Owned   Electronic        193,000
                             Materials
  Skelmersdale,      Owned   Electronic         54,000
  England                    Materials
  Singapore          Leased  Electronic         53,000
                             Materials
  Singapore          Leased  Electronic         15,000
                             Materials
  Singapore          Leased  Electronic         10,000
                             Materials
  Wuxi, China        Leased  Electronic         12,000
                             Materials
  Holyoke, MA        Leased  Specialty
                             Adhesive
                             Tapes and Films    46,000
  Waterbury, CT      Leased  Advanced
                             Composites        100,000
</table>

      The Company believes its facilities and equipment to be  in
good condition and reasonably suited and adequate for its current
needs.  During  the 2002 fiscal year, certain  of  the  Company's
electronic  manufacturing facilities were utilized at  less  than
50% of their capacity.

Item 3.   Legal Proceedings.

      In  May  1998,  the Company and its Nelco Technology,  Inc.
("NTI")  subsidiary  in Arizona filed a complaint  against  Delco
Electronics Corporation and the Delphi Automotive Systems unit of
General Motors Corp. in the United States District Court for  the
District  of Arizona. The complaint alleged, among other  things,
that  Delco  breached  its  contract  to  purchase  semi-finished
multilayer  printed  circuit boards  from  NTI  and  that  Delphi
interfered  with NTI's contract with Delco, that  Delco  breached
the  covenant  of  good  faith and fair dealing  implied  in  the
contract,  that Delco engaged in negligent misrepresentation  and
that  Delco fraudulently induced NTI to enter into the  contract.
The  Company and NTI sought substantial compensatory and punitive
damages.

      On  November 29, 2000, after a five day trial  in  Phoenix,
Arizona,  a  jury  awarded  damages  to  NTI  in  the  amount  of
$32,280,000,  and on December 12, 2000 the judge  in  the  United
States  District Court entered judgment for NTI on its  claim  of
breach  of  the implied covenant of good faith and  fair  dealing
with  damages  in the amount of $32,280,000. Both  parties  filed
motions  for post-judgment relief and a new trial, all  of  which
the judge denied, and both parties have appealed the decision  to
the  United States Court of Appeals for the Ninth Circuit in  San
Francisco.  The  appeal has been fully briefed  and  the  parties
await  oral  argument,  which  the  Ninth  Circuit  has  not  yet
scheduled.

      Park  announced in March 1998 that it had been informed  by
Delco Electronics that Delco planned to close its printed circuit
board  fabrication  plant  and exit  the  printed  circuit  board
manufacturing business. After the plant closure, Delco  purchased
all  of  its  printed circuit boards from outside  suppliers  and
Delco was no longer a customer of the Company's. As a result, the
Company's sales to Delco declined significantly during the three-
month period ended May 31, 1998, were negligible during the three-
month  period ended August 30, 1998 and have been nil since  that
time.  During  the Company's 1999 fiscal year first  quarter  and
during  its 1998 fiscal year and for several years prior thereto,
more  than  10%  of the Company's total worldwide sales  were  to
Delco  Electronics Corporation; and the Company had been  Delco's
principal  supplier of semi-finished multilayer  printed  circuit
board  materials  for more than ten years. These  materials  were
used  by  Delco  to produce finished multilayer  printed  circuit
boards.  See  "Business-Electronic Materials Operations-Customers
and  End  Markets"  in  Item  1  of  this  Report,  "Management's
Discussion  and  Analysis of Financial Condition and  Results  of
Operations" in Item 7 of this Report and "Factors That May Affect
Future Results" after Item 7 of this Report.

     In the first quarter of the fiscal year ended March 3, 2002,
the Company sold the assets and business of NTI and recorded non-
recurring, pre-tax charges of approximately $15.7 million in  its
2002  fiscal year first quarter ended May 27, 2001 in  connection
with  the  sale  of  NTI  and the closure of  a  related  support
facility  also  located in Arizona. See Notes 10 and  11  of  the
Notes  to  Consolidated Financial Statements in Item  8  of  this
Report.

Item 4.   Submission of Matters to a Vote of Security Holders.

     None

Executive Officers of the Registrant.

        Name                    Title                Age
 Brian E. Shore     Chief Executive Officer,
                    President and a Director         50

 Stephen E.         Senior Vice President,
 Gilhuley           Secretary and General Counsel    57

 Emily J. Groehl    Senior Vice President, Sales
                    and Marketing                    55

 John Jongebloed    Senior Vice President, Global    45
                    Logistics

 Thomas T. Spooner  Senior Vice President,
                    Corporate and Technology         65
                    Development

 Murray O. Stamer   Senior Vice President,           44
                    Finance

 Gary M. Watson     Senior Vice President,
                    Engineering and Technology       54

     Brian Shore has served as a Director of the Company for more
than  the  past  five  years. Brian  Shore  was  elected  a  Vice
President  of  the  Company  in  January  1993,  Executive   Vice
President  in  May 1994, President effective March 4,  1996,  the
first  day of the Company's 1997 fiscal year, and Chief Executive
Officer  in  November 1996. Brian Shore also  served  as  General
Counsel of the Company from April 1988 until April 1994.

      Mr.  Gilhuley has been General Counsel of the Company since
April 1994 and Secretary since July 1996. He was elected a Senior
Vice President in March 2001.

      Ms.  Groehl  has  been with one of Park's "Nelco"  business
units  for  more than the past five years. She was  elected  Vice
President of New England Laminates Co., Inc. in 1988 and was Vice
President, Marketing and Sales of Nelco International Corporation
from  1993  until June 1999, when Nelco International Corporation
merged  into  Park Electrochemical Corp. She was  elected  Senior
Vice President of Park in May 1999.

      Mr.  Jongebloed has been employed by one of Park's  "Nelco"
business  units  for more than the past ten years.  He  was  Vice
President and General Manager of New England Laminates Co.,  Inc.
from  January  1992  to May 1999, and he has been  President  and
General Manager of New England Laminates Co., Inc. since  May  4,
1999. He was elected Senior Vice President of Park in July 2001.

      Mr.  Spooner  has  been employed by one of  Park's  "Nelco"
business  units for more than the past five years.  He  was  Vice
President,  Technology  of Nelco International  Corporation  from
1993 until June 1999, when Nelco International Corporation merged
into  Park  Electrochemical  Corp. He  was  elected  Senior  Vice
President, Technology of Park in May 1999. His title was  changed
to Senior Vice President, Corporate and Technology Development in
May 2001.

      Mr. Stamer has been employed by the Company since 1989  and
served  as  the Company's Corporate Controller from 1993  to  May
1999,  when he was elected Treasurer. He was elected Senior  Vice
President, Finance in March 2001.

     Mr. Watson was elected Senior Vice President, Engineering in
June  2000.  His  title  was changed to  Senior  Vice  President,
Engineering and Technology in May 2001. Prior to June  2000,  Mr.
Watson  was Senior Director, Manufacturing Process Technology  of
Fort James Corporation since March 1999; Vice President, Research
and  Development of Boise Cascade Corporation from 1992 to  March
1999;  and  Business Division Technology Manager  of  Weyerhauser
Company from 1986 to 1992.

      There are no family relationships between the directors  or
executive officers of the Company, except that Brian Shore is the
son  of  Jerry  Shore, who is the Chairman of  the  Board  and  a
Director of the Company and who also served as President  of  the
Company for more than five years until March 4, 1996 and as Chief
Executive  Officer of the Company for more than five years  until
November 19, 1996.

      The term of office of each executive officer of the Company
expires upon the election and qualification of his successor.


                             PART II

Item 5.   Market for the Registrant's Common
          Equity and Related Stockholder Matters.

      The Company's Common Stock is listed and trades on the  New
York  Stock Exchange (trading symbol PKE). (The Common Stock also
trades  on the Midwest Stock Exchange.) The following table  sets
forth, for each of the quarterly periods indicated, the high  and
low sales prices for the Common Stock as reported on the New York
Stock  Exchange  Composite  Tape and dividends  declared  on  the
Common  Stock, all as adjusted for the three-for-two stock  split
in  the form of a stock dividend distributed November 8, 2000  to
stockholders  of record at the close of business on  October  20,
2000.

  For the Fiscal Year            Stock Price      Dividends
  Ended March 3, 2002          High       Low     Declared
  First Quarter               $35.45    $20.03      $.060
  Second Quarter               26.73     21.22      $.060
  Third Quarter                26.50     19.06      $.060
  Fourth Quarter               27.97     24.30      $.060

  For the Fiscal Year            Stock Price      Dividends
  Ended February 25, 2001      High       Low     Declared
  First Quarter               $17.89    $14.87      $.053
  Second Quarter               27.53     15.69      $.053
  Third Quarter                49.72     26.45      $.060
  Fourth Quarter               43.10     20.50      $.060

      As  of May 21, 2002, there were approximately 1,520 holders
of record of Common Stock.

      The  Company expects, for the immediate future, to continue
to pay regular cash dividends.

Item 6.   Selected Financial Data.

      The  following selected consolidated financial data of Park
and its subsidiaries is qualified by reference to, and should  be
read  in conjunction with, the consolidated financial statements,
related  notes,  and  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operations contained elsewhere
herein.   Insofar  as  such  consolidated  financial  information
relates to the five fiscal years ended March 3, 2002 and is as of
the  end  of  such  periods, it is derived from the  consolidated
financial  statements  for such periods  and  as  of  such  dates
audited   by  Ernst  &  Young  LLP,  independent  auditors.   The
Consolidated  financial  statements  as  of  March  3,  2002  and
February  25, 2001 and for the three years ended March  3,  2002,
together  with  the independent auditors' report  for  the  three
years ended March 3, 2002, appear in Item 8 of this Report.


<table>
<caption>
                                        Fiscal Year Ended
                               (In thousands, except per share amounts)
                          Mar. 3,    Feb. 25,  Feb. 27,   Feb. 28,   Mar. 1,
                           2002        2001      2000       1999      1998
<s>                      <c>        <c>        <c>        <c>        <c>
STATEMENTS OF EARNINGS
INFORMATION:

Net sales                $230,060    $522,197   $425,261  $387,634  $376,158

Cost of sales             218,265     404,527    351,841   328,884   301,968

Gross profit               11,795     117,670     73,420    58,750    74,190

Selling, general and
administrative expenses    34,360      49,897     45,508    41,279    39,418

Loss on sale of NTI and
closure of related support
facility (Note 10)         15,707        -          -         -         -

Restructuring and
severance charges (Note 11) 3,727        -          -         -         -

Closure of plumbing
hardware business(Note 16)   -           -         4,464      -         -

(Loss)/profit from
 operations               (41,999)     67,773     23,448    17,471    34,772

Other income:
 Interest and other
 income, net                5,543       8,419      6,654     7,642     8,382

 Interest expense            -          5,593      5,720     5,400     5,468

  Total other income        5,543       2,826        934     2,242     2,914

(Loss)/earnings before
income taxes              (36,456)     70,599     24,382    19,713    37,686

Income tax
(benefit)/provision       (10,937)     21,180      6,085     4,337    12,436

Net (loss)/earnings      $(25,519)   $ 49,419   $ 18,297  $ 15,376  $ 25,250

(Loss)/earnings per
share:

 Basic                   $  (1.31)   $   3.10   $   1.16  $    .93  $   1.48

 Diluted                 $  (1.31)   $   2.65   $   1.12  $    .92  $   1.38

Weighted average number
of common Shares
outstanding:

 Basic                     19,535      15,932     15,761    16,470    17,030

 Diluted                   19,535      20,002     19,643    16,707    20,922

Cash dividends per
common share             $    .24    $    .23   $    .21  $    .21  $    .21

BALANCE SHEET
INFORMATION:

Working capital          $167,000    $188,511   $176,113  $166,840  $176,553

Total assets              360,644     430,581    365,252   351,698   359,329

Long-term debt               -         97,672    100,000   100,000   100,000

Stockholders' equity      292,546     228,906    179,118   164,646   166,404
<fn>
See Notes 10,11 and 16 of the Notes to Consolidated Financial Statements in
Item 8 of this Report.
</table>

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.

General:

      Park  is a leading global designer and producer of advanced
electronic materials used to fabricate complex multilayer printed
circuit  boards  and other electronic interconnect  systems.  The
Company's  customers include leading independent printed  circuit
board  fabricators,  electronic manufacturing service  companies,
electronic  contract manufacturers and major electronic  original
equipment  manufacturers  in  the  computer,  telecommunications,
transportation, aerospace and instrumentation industries.

      The  sales  and  earnings growth that the Company  achieved
during  its 2001 and 2000 fiscal years halted in the 2002  fiscal
year  as  a  result of a severe correction and  downturn  in  the
global   electronics  industry.  The  Company's  sales   declined
dramatically in the fiscal year ended March 3, 2002,  with  steep
declines  in sales by the Company's North American, European  and
Asian  operations. The Company's sales volumes  during  the  2002
fiscal  year  were less than one half of the sales levels  during
the 2001 fiscal year, and the Company reported a substantial loss
in the 2002 fiscal year.

      The  Company's sales growth during the 2001 and 2000 fiscal
years was attributable to increased sales of electronic materials
in   North  America,  excluding  the  loss  of  sales  to   Delco
Electronics,  discussed  below,  and  in  Europe  and  Asia.  The
Company's ongoing efforts to expand its higher technology, higher
margin  product lines were significant factors in the  growth  of
the Company's sales of electronic materials.

     The Company's earnings increased during each of the 2001 and
2000  fiscal  years, despite the significant losses in  the  2000
fiscal year incurred by the Company's mass lamination business in
Arizona which formerly supplied Delco Electronics and despite the
significant charges related to the closure and the write-down  of
the  assets of the plumbing hardware business and the 2000 fiscal
year  operating loss of that business. In the 2001  fiscal  year,
the  Company's earnings reached record levels as a result of  the
surge  in  demand for the Company's electronic materials products
throughout  the global electronics markets served by the  Company
and  the  Company's continuing emphasis on its higher  technology
product lines.

      Growth  of the Company's electronic materials business  was
constrained  during  the  2001  and  2000  fiscal  years  by  the
Company's available manufacturing capacity, although the  Company
has  been  expanding the manufacturing capacity of its electronic
materials  facilities  in  recent years.  Nevertheless,  all  the
Company's electronic materials facilities were operating at  full
capacity  during  the 2001 fiscal year. During  the  2000  fiscal
year,   the   Company  completed  expansions  of  its  electronic
materials operations in Singapore and France, acquired additional
manufacturing  capacity in California, and commenced  significant
additional  expansions of its electronic materials operations  in
California  and New York, which it completed in its  2002  fiscal
year.  During  the  2001  fiscal year, the  Company  commenced  a
significant  expansion  of  its higher  technology  product  line
manufacturing facility in Arizona, which it completed in the 2002
fiscal year first quarter.

      During the Company's 1998 fiscal year and for several years
prior  thereto,  more than 10% of the Company's  total  worldwide
sales  were  to  Delco Electronics Corporation, a  subsidiary  of
General  Motors Corp., and the Company's wholly owned subsidiary,
Nelco  Technology,  Inc. ("NTI") located in Tempe,  Arizona,  had
been  Delco's  principal  supplier  of  semi-finished  multilayer
printed   circuit  board  materials,  commonly  known   as   mass
lamination,  which  were  used  by  Delco  to  produce   finished
multilayer  printed circuit boards. However, in March  1998,  the
Company  was  informed by Delco that Delco planned to  close  its
printed  circuit  board fabrication plant and  exit  the  printed
circuit  board manufacturing business. As a result, the Company's
sales  to Delco declined during the three-month period ended  May
31, 1998, were negligible during the remainder of the 1999 fiscal
year and have been nil since that time.

      In  May 1998, the Company and NTI filed a complaint against
Delco  Electronics Corporation and the Delphi Automotive  Systems
unit  of General Motors Corp. in the United States District Court
for  the District of Arizona. The complaint alleged, among  other
things,  that  Delco  breached its  contract  to  purchase  semi-
finished  multilayer printed circuit boards  from  NTI  and  that
Delphi  interfered  with NTI's contract with  Delco,  that  Delco
breached  the covenant of good faith and fair dealing implied  in
the  contract,  that Delco engaged in negligent misrepresentation
and  that  Delco  fraudulently induced  NTI  to  enter  into  the
contract. The Company and NTI sought substantial compensatory and
punitive damages. In November 2000, a jury awarded damages to NTI
in  the amount of $32,280,000, and in December 2000 the judge  in
the  United  States  District Court for the District  of  Arizona
entered  judgment for NTI on its claim of breach of  the  implied
covenant  of  good  faith and fair dealing with  damages  in  the
amount  of  $32,280,000.  Both parties filed  motions  for  post-
judgment  relief and a new trial, all of which the judge  denied,
and  both parties have appealed the decision to the United States
Court of Appeals for the Ninth Circuit in San Francisco.

      After  March 1998, the business of NTI languished  and  its
performance  was unsatisfactory due primarily to the  absence  of
the  unique,  high-volume, high-quality business  that  had  been
provided  by  Delco  Electronics and the  absence  of  any  other
customer in the North American electronic materials industry with
a   similar   demand  for  the  large  volumes  of  semi-finished
multilayer  printed circuit board materials that Delco  purchased
from NTI. Although NTI's business experienced a resurgence in the
2001 fiscal year as the North American market for printed circuit
materials became extremely strong and demand exceeded supply  for
the   electronic  materials  manufactured  by  the  Company,  the
Company's  internal  expectations and  projections  for  the  NTI
business   were  for  continuing  volatility  in  the   business'
performance  over  the  foreseeable  future.  Consequently,   the
Company commenced efforts to sell the business in the second half
of  its 2001 fiscal year; and in April 2001, the Company sold the
assets and business of NTI and closed a related support facility,
also  located in Tempe, Arizona. In connection with the sale  and
closure,  the Company recorded non-recurring, pre-tax charges  of
$15.7 million in its 2002 fiscal year first quarter ended May 27,
2001.  As  a  result of this sale, the Company  exited  the  mass
lamination business in North America.

     Although the Company's electronic materials business was not
dependent on this single customer, the loss of this customer  had
a  material  adverse effect on this business in  the  last  three
fiscal years.

     The Company is not engaged in any related party transactions
involving relationships or transactions with persons or  entities
that derive benefits from their non-independent relationship with
the   Company  or  the  Company's  related  parties,  or  in  any
transactions  with parties with whom the Company or  its  related
parties have a relationship that enables the parties to negotiate
terms of material transactions that may or would not be available
from  other,  more clearly independent parties on an arm's-length
basis, or in any trading activities involving non-exchange traded
commodity or other contracts that are accounted for at fair value
or  otherwise  or  in  any  energy  trading  or  risk  management
activities, other than certain limited foreign currency contracts
intended  to hedge the Company's contractual commitments  to  pay
certain  obligations  or to realize certain receipts  in  foreign
currencies.

Fiscal Year 2002 Compared with Fiscal Year 2001:

      The  Company experienced a sharp decline in its results  of
operations for the fiscal year ended March 3, 2002 as  the  North
American,  European  and Asian markets for sophisticated  printed
circuit  materials  experienced  severe  downturns  during   such
periods.

     In addition to its severely depressed results of operations,
during  the 2002 fiscal year first quarter, the Company  incurred
non-recurring,  pre-tax charges of $15.7  million  in  connection
with  the sale of the assets and business of NTI and the  closure
of  a  related  support facility in Arizona and $0.7  million  in
connection  with workforce reductions at the Company's continuing
operations. The Company also incurred pre-tax charges during  the
2002   fiscal  year  third  quarter  totaling  $2.9  million   in
connection  with the realignment of the operations of its  German
subsidiary,  Dielektra GmbH, the Company's  electronic  materials
business  located  in Cologne, Germany. The realignment  included
the closure of Dielektra's conventional lamination line to enable
it  to  better focus its efforts and capabilities on  its  unique
DatlamT    automated   continuous   lamination    and    paneling
manufacturing  technology and the reduction of the  size  of  its
mass lamination operations in order to focus on the marketing and
manufacturing  of  high  technology,  higher  layer  count   mass
lamination  product. The Company incurred an additional  $125,000
in  pre-tax  charges  during the third quarter  for  a  workforce
reduction at another business unit.

       The  significant  reduction  in  the  Company's  sales  of
electronic  materials  was  largely responsible  for  the  severe
decline  in  the Company's results of operations for  the  fiscal
year  ended March 3, 2002. The North American, European and Asian
markets  for  sophisticated printed circuit  materials  collapsed
during  the  2002  fiscal  year,  and  the  Company's  electronic
materials operations located in each region suffered as a result,
although the Company believes it gained market share with certain
of its electronic materials customers.

      The Company's results of operations and margins declined in
the  2002  fiscal year principally as a result of the  electronic
material  business'  decrease in sales of all  products  and  the
concomitant operation of the Company's facilities at  levels  far
below their designed manufacturing capacity.

      Operating results of the Company's specialty adhesive  tape
and  advanced composite materials businesses also declined during
the  2002  fiscal  year. This decline was attributable  to  lower
volumes of products sold.

      While  the  Company's sales volumes during the 2002  fiscal
year were only about 44% of the robust sales volumes achieved  by
the  Company  during  the  2001  fiscal  year,  the  Company  has
experienced  a small improvement in its sales levels  during  the
months  of  January through April 2002 compared to the  preceding
seven   months.   The  Company  believes  this   improvement   is
attributable  to  market share gains and to improvements  in  the
business of the Company's customers. However, the Company  cannot
predict  whether  this  small improvement is  sustainable  or  to
ascertain  whether  the global electronics industry  is  in  fact
beginning to recover.

     Results of Operations

      Net  sales for the fiscal year ended March 3, 2002 declined
56%  to  $230.1 million from $522.2 million for the  fiscal  year
ended February 25, 2001. This decline in sales was the result  of
lower  unit volumes of materials shipped and the absence of sales
by  NTI, which, as described above, the Company sold in the  2002
fiscal year first quarter.

      Although  the net sales of NTI during the 2001 fiscal  year
were  material relative to the Company's consolidated  net  sales
during such year, the operations of NTI were not material to  the
Company's consolidated financial position, results of operations,
capital  resources  or liquidity, and the  sale  of  NTI  is  not
expected  to  have  any material effect on the  Company's  future
operating   results,   financial  position,  capital   resources,
liquidity or continuing operations.

     The Company's foreign operations accounted for $97.5 million
of  sales, or 42% of the Company's total sales worldwide,  during
the  2002 fiscal year, compared with $209.3 million of sales,  or
40%  of total sales worldwide, during the 2001 fiscal year. Sales
by  the Company's foreign operations during the 2002 fiscal  year
decreased 54% from the 2001 fiscal year. The decrease in sales by
the  Company's foreign operations in the 2002 fiscal year was due
to decreases in sales in both Asia and Europe.

        The overall gross margin as a percentage of net sales for
the  Company's  worldwide operations was  5.1%  during  the  2002
fiscal year compared with 22.5% during the 2001 fiscal year.  The
deterioration  in  the  gross  margin  was  attributable  to  the
significant declines in sales volumes from the 2001 fiscal  year,
the  absence  of  growth  in sales of higher  technology,  higher
margin  products, which was only slightly offset by increases  in
market share with certain key electronic materials customers  and
inefficiencies caused by operating certain facilities  at  levels
below   their  designed  manufacturing  capacity.  Although   the
Company's  cost of sales decreased significantly as a  result  of
lower  production volumes and cost reduction measures implemented
by  the Company, including significant workforce reductions,  the
reduction  of  overtime and the decision to not implement  annual
salary  increases,  the declines in sales and production  volumes
resulted  in  lower volumes to absorb fixed overhead  costs  and,
consequently, an increase in the cost of sales as a percentage of
net sales in the 2002 fiscal year.

       Although  selling,  general  and  administrative  expenses
declined by $15.5 million, or by 31%, during the 2002 fiscal year
compared with the 2001 fiscal year, these expenses, measured as a
percentage  of  sales,  were 14.9% during the  2002  fiscal  year
compared  with 9.5% during the 2001 fiscal year. The increase  in
selling,  general and administrative expenses as a percentage  of
sales in the 2002 fiscal year resulted from proportionately lower
sales compared to the 2001 fiscal year.

      For  the reasons set forth above, for the 2002 fiscal year,
income  from  operations,  including the  non-recurring,  pre-tax
charges,  described  above, related to  the  realignment  of  the
operations of the Company's German business unit, the sale of NTI
and  the closure of a related support facility and severance  for
workforce  reductions  at  the Company's  continuing  operations,
declined  to a loss of $42.0 million, and income from operations,
before the non-recurring, pre-tax charges, declined to a loss  of
$22.6  million,  in  both cases compared to  a  profit  of  $67.8
million for the 2001 fiscal year.

        Interest  and  other income, net, principally  investment
income,  declined  34% to $5.5 million for the 2002  fiscal  year
from  $8.4  million  for the 2001 fiscal year.  The  decrease  in
investment  income  was  attributable to the  reduction  in  cash
available  for  investment  and lower prevailing  interest  rates
during  the  2002  fiscal  year. The Company's  investments  were
primarily short-term taxable instruments. The Company incurred no
interest  expense during the 2002 fiscal year compared with  $5.6
million  during  the  2001 fiscal year.  The  Company's  interest
expense  was  related  primarily to its  $100  million  principal
amount of 5.5% Convertible Subordinated Notes due 2006, issued in
1996,  $2,328,000  principal amount of which was  converted  into
82,750  shares  of the Company's common stock prior  to  February
25,2001,  the end of the Company's 2001 fiscal year,  $95,934,000
of  which  was  converted into 3,410,908 shares of the  Company's
common  stock  on  March  1, 2001, and $1,738,000  of  which  was
redeemed by the Company for cash on March 2, 2001. See "Liquidity
and Capital Resources" elsewhere in this Item 7.

      The  Company's effective income tax rate was 30.0% for  the
2002 fiscal year and the 2001 fiscal year.

      Net  earnings for the 2002 fiscal year, including the  non-
recurring,  pre-tax  charges, described  above,  related  to  the
realignment  of  the operations of the Company's German  business
unit,  the  sale  of  NTI and the closure of  a  related  support
facility  and severance for workforce reductions at the Company's
continuing  operations, declined to a net loss of $25.5  million,
and  net  earnings,  before the non-recurring,  pre-tax  charges,
declined  to a net loss of $11.9 million, in both cases from  net
earnings of $49.4 million for the 2001 fiscal year.

      Basic  and diluted earnings per share decreased from  $3.10
and  $2.65, respectively, for the 2001 fiscal year to a loss  per
share  of $1.31 including the non-recurring, pre-tax charges  and
to  a  loss per share of $0.61 before the non-recurring,  pre-tax
charges for the 2002 fiscal year.

      The  declines in net earnings and earnings per  share  were
primarily  attributable  to  the  decline  in  the  profit   from
operations and the charge for the closure of the business unit in
Arizona  which  formerly  supplied Delco Electronics  Corporation
with semi-finished multilayer circuit boards.

Fiscal Year 2001 Compared with Fiscal Year 2000:

      The  Company's  electronic materials business  was  largely
responsible for the dramatic improvement in the Company's results
of  operations for the fiscal year ended February 25,  2001.  The
North  American,  Asian  and European markets  for  sophisticated
printed  circuit materials were extremely strong during the  2001
fiscal  year,  and the Company's electronic materials  operations
located in all three geographic areas performed well as a result.

      The Company's results of operations and margins improved in
the  2001  fiscal  year principally as a result  of  the  optimal
utilization  of the electronic materials business'  manufacturing
resources  and  the business' increase in its market  share  with
certain  key  customers  and increase  in  its  sales  of  higher
technology, higher margin products.

     Results of Operations

      Net  sales  for  the fiscal year ended  February  25,  2001
increased  23%  to  $522.2 million from $425.3  million  for  the
fiscal  year ended February 27, 2000. This increase in sales  was
principally the result of higher volume of materials shipped  and
an increase in sales of higher technology products.

      The  Company's  foreign  operations  accounted  for  $209.3
million  of sales, or 40% of the Company's total sales worldwide,
during  the  2001  fiscal year compared with  $159.1  million  of
sales,  or  37% of total sales worldwide, during the 2000  fiscal
year.  Sales by the Company's foreign operations during the  2001
fiscal year increased 32% from the 2000 fiscal year. The increase
in  sales by the Company's foreign operations in the 2001  fiscal
year was due to increases in sales by both the Asian and European
operations of the Company.

      The  gross  margin  for the Company's continuing  worldwide
operations  was 22.5% during the 2001 fiscal year  compared  with
17.3%  for the 2000 fiscal year. The increase in the gross margin
was attributable to efficiencies achieved by operating facilities
at  levels  close to their designed capacity in the  2001  fiscal
year, the continuing growth in sales of higher technology, higher
margin  products as a percentage of total sales and increases  in
market share with certain key electronic materials customers.

      Selling, general and administrative expenses, measured as a
percentage  of  sales,  were 9.5% during  the  2001  fiscal  year
compared  with  10.7% during the 2000 fiscal year. This  decrease
was  a result of the partially fixed nature of these expenses and
the Company's increased sales in the 2001 fiscal year.

      For the reasons set forth above, profit from operations for
the  2001 fiscal year increased 190% to $67.8 million from  $23.4
million for the 2000 fiscal year.

      Interest  and other income, principally investment  income,
increased 25% to $8.4 million for the 2001 fiscal year from  $6.7
million  for  the  2000 fiscal year. The increase  in  investment
income   was   attributable  to  increased  cash  available   for
investment and higher prevailing interest rates during  the  2001
fiscal  year. The Company's investments were primarily short-term
taxable  instruments and government securities. Interest  expense
for  the  2001  fiscal year was $5.6 million compared  with  $5.7
million  during  the  2000 fiscal year.  The  Company's  interest
expense  was  related  primarily to its  $100  million  principal
amount of 5.5% Convertible Subordinated Notes due 2006 issued  in
February 1996. See "Liquidity and Capital Resources" elsewhere in
this Item 7.

      The Company's effective income tax rate for the 2001 fiscal
year was 30.0% compared with 25.0% for the 2000 fiscal year. This
increase in the effective tax rate was primarily the result of  a
change in the Company's income mix among the tax jurisdictions in
which the Company does business.

      Net  earnings  for the 2001 fiscal year increased  170%  to
$49.4  million from $18.3 million for the 2000 fiscal year. Basic
and  diluted  earnings per share increased to  $3.10  and  $2.65,
respectively,  for  the 2001 fiscal year from  $1.16  and  $1.12,
respectively,  for  the 2000 fiscal year. This  increase  in  net
earnings and earnings per share was primarily attributable to the
increase  in the profit from operations offset, in part,  by  the
higher effective tax rate.

Liquidity and Capital Resources:

       At  March  3,  2002,  the  Company's  cash  and  temporary
investments were $151.4 million compared with $155.7  million  at
February 25, 2001, the end of the Company's 2001 fiscal year. The
decrease  in the Company's cash and investment position at  March
3,  2002 was attributable to reduced cash provided from operating
activities  and  cash used for the purchase of fixed  assets,  as
discussed  below. The Company's working capital  (which  includes
cash  and  temporary investments) was $167.0 million at March  3,
2002  compared  with  $188.5 million at February  25,  2001.  The
decrease at March 3, 2002 compared with February 25, 2001 was due
principally  to  lower  cash and temporary investments,  accounts
receivable  and  inventories, offset in  part  by  lower  current
liabilities. The decrease in accounts receivable, inventories and
current  liabilities at March 3, 2002 compared with February  25,
2001  was  a result principally of reduced operating activity  in
support of lower sales volumes. The Company's current ratio  (the
ratio of current assets to current liabilities) was 4.9 to  1  at
March 3, 2002 compared with 3.4 to 1 at February 25, 2001.

      During the 2002 fiscal year, cash provided by the Company's
operations, before depreciation and amortization and before  non-
cash  losses related to the sale and impairment of fixed  assets,
of  $4.3  million was enhanced by a significant net reduction  in
working  capital  items,  resulting  in  $23.4  million  of  cash
provided  from operating activities. A major portion of the  2002
fiscal  year's capital expenditures related to the expansions  of
the   Company's  electronic  materials  facilities  in   Arizona,
California and New York. These expansions increased the Company's
capacity  and  capability  for  the production  of  sophisticated
printed  circuit materials. Net expenditures for property,  plant
and equipment were $22.8 million, $51.8 million and $27.7 million
in  the  2002,  2001  and  2000 fiscal years,  respectively.  The
Company expects the capital expenditures in the 2003 fiscal  year
to  be less than the expenditures in the 2002 fiscal year and  in
the 2001 fiscal year.

      At March 3, 2002, the Company had no long-term debt. During
the  Company's 2001 fiscal year, $2,328,000 principal  amount  of
Notes  was  converted into 82,750 shares of the Company's  common
stock,  and  immediately after the end of the 2001  fiscal  year,
$95,934,000   principal  amount  of  Notes  was  converted   into
3,410,908  shares  of  the  Company's  common  stock,  all  at  a
conversion  price  of $28.125 per share. On March  2,  2001,  the
Company  redeemed  $1,738,000 principal amount  of  Notes  for  a
redemption  price of $1,000.15 (including accrued  interest)  for
each   $1,000  principal  amount  Note  pursuant  to  a  previous
announcement  that on March 2, 2001 it would redeem  all  of  the
outstanding Notes that were not converted on or before  March  1,
2001.   See  Note  6  of  the  Notes  to  Consolidated  Financial
Statements in Item 8 of this Report.

      The  Company  believes  its  financial  resources  will  be
sufficient, for the foreseeable future, to provide for  continued
investment  in working capital and property, plant and  equipment
and for general corporate purposes. Such resources would also  be
available  for  appropriate acquisitions and other expansions  of
the Company's business.

     The Company is not aware of any circumstances or events that
are  reasonably likely to occur that could materially affect  its
liquidity.

     The  Company's liquidity is not dependent on the use of, and
the  Company  is not engaged in, any off-balance sheet  financing
arrangements, such as securitization of receivables or  obtaining
access to assets through special purpose entities.

     The  Company's contractual obligations and other  commercial
commitments  to  make future payments under  contracts,  such  as
lease agreements, consist only of the operating lease commitments
described  in  Note  13  of the Notes to  Consolidated  Financial
Statements included elsewhere in this Report. The Company has  no
long-term debt, capital lease obligations, unconditional purchase
obligations  or other long-term obligations, standby  letters  of
credit,  guarantees,  standby  repurchase  obligations  or  other
commercial  commitments or contingent commitments, other  than  a
standby  letter of credit in the amount of $1,042,000  to  secure
the   Company's  obligations  under  its  workers'   compensation
insurance program.

Environmental Matters:

      The  Company is subject to various federal, state and local
government  requirements  relating  to  the  protection  of   the
environment. The Company believes that, as a general matter,  its
policies,  practices  and  procedures are  properly  designed  to
prevent  unreasonable risk of environmental damage and  that  its
handling,  manufacture, use and disposal of  hazardous  or  toxic
substances are in accord with environmental laws and regulations.
However,  mainly  because of past operations  and  operations  of
predecessor  companies, which were generally in  compliance  with
applicable  laws at the time of the operations in  question,  the
Company, like other companies engaged in similar businesses, is a
party to claims by government agencies and third parties and  has
incurred remedial response and voluntary cleanup costs associated
with environmental matters. Additional claims and costs involving
past  environmental matters may continue to arise in the  future.
It  is the Company's policy to record appropriate liabilities for
such matters when remedial efforts are probable and the costs can
be reasonably estimated.

     In the 2002, 2001 and 2000 fiscal years, the Company charged
approximately  $0.2  million,  $0.3  million  and  $0.2  million,
respectively,  against pre-tax income for remedial  response  and
voluntary  cleanup  costs (including legal  fees).  While  annual
expenditures have generally been constant from year to year,  and
may  increase over time, the Company expects it will be  able  to
fund such expenditures from cash flow from operations. The timing
of  expenditures  depends  on  a  number  of  factors,  including
regulatory  approval of cleanup projects, remedial techniques  to
be  utilized and agreements with other parties. At March 3, 2002,
the  recorded  liability in accrued liabilities for environmental
matters  was $4.0 million compared with $4.4 million at  February
25, 2001.

      Management does not expect that environmental matters  will
have   a  material  adverse  effect  on  the  liquidity,  capital
resources,  business or consolidated financial  position  of  the
Company.  See  Note  13  of the Notes to  Consolidated  Financial
Statements included in Item 8 of this Report for a discussion  of
the  Company's  commitments  and contingencies,  including  those
related to environmental matters.

Critical Accounting Policies and Estimates:

       In   response   to   financial  reporting   release,   FR-
60,"Cautionary   Advice  Regarding  Disclosure   About   Critical
Accounting  Policies",  issued by  the  Securities  and  Exchange
Commission  in  December  2001,  the  following  information   is
provided   regarding  critical  accounting  policies   that   are
important  to  the  Consolidated Financial  Statements  and  that
entail,   to   a  significant  extent,  the  use  of   estimates,
assumptions and the application of management's judgment.

     General

     The  Company's  discussion  and analysis  of  its  financial
condition  and results of operations are based upon the Company's
consolidated  financial statements, which have been  prepared  in
accordance with accounting principles generally accepted  in  the
United  States.  The  preparation of these  financial  statements
requires the Company to make estimates, assumptions and judgments
that affect the reported amounts of assets, liabilities, revenues
and   expenses   and   the  related  disclosure   of   contingent
liabilities.  On  an  on-going basis, the Company  evaluates  its
estimates,  including  those related  to  sales  allowances,  bad
debts, inventories, valuation of long-lived assets, income taxes,
restructuring, pensions and other employee benefit programs,  and
contingencies and litigation. The Company bases its estimates  on
historical experience and on various other assumptions  that  are
believed to be reasonable under the circumstances, the results of
which  form  the  basis for making judgments about  the  carrying
values  of  assets and liabilities that are not readily  apparent
from   other  sources.  Actual  results  may  differ  from  these
estimates under different assumptions or conditions.

     The Company believes the following critical accounting
policies affect its more significant judgments and estimates used
in the preparation of its consolidated financial statements.

     Sales Allowances

      The  Company  provides  for the estimated  costs  of  sales
allowances  at  the time such costs can be reasonably  estimated.
The  Company  is  focused on manufacturing  the  highest  quality
electronic  materials  and other products  possible  and  employs
stringent  manufacturing  process controls  and  works  with  raw
material  suppliers  who have dedicated themselves  to  complying
with  the  Company's  specifications and technical  requirements.
However,  if the quality of the Company's products declined,  the
Company may incur higher sales allowances.

     Bad Debt

     The  Company maintains allowances for doubtful accounts  for
estimated losses resulting from the inability of its customers to
make  required  payments.  If  the  financial  condition  of  the
Company's  customers  were  to  deteriorate,  resulting   in   an
impairment   of  their  ability  to  make  payments,   additional
allowances may be required.

     Inventory

     The   Company  writes  down  its  inventory  for   estimated
obsolescence  or  unmarketability  based  upon  the  age  of  the
inventory  and assumptions about future demand for the  Company's
products  and  market  conditions. If  actual  demand  or  market
conditions are less favorable than those projected by management,
additional inventory write-downs may be required.

     Valuation of Long-lived Assets

     The  Company  assesses the impairment of  long-lived  assets
whenever  events  or changes in circumstances indicate  that  the
carrying  value of such assets may not be recoverable.  Important
factors that could trigger an impairment review include, but  are
not  limited to, significant negative industry or economic trends
and  significant  changes in the use of the Company's  assets  or
strategy of the overall business.

     Income Taxes

     Carrying  value  of  the Company's net deferred  tax  assets
assumes  that  the  Company will be able to  generate  sufficient
future  taxable  income  in certain tax jurisdictions,  based  on
estimates  and  assumptions. If these estimates  and  assumptions
change  in  the  future, the Company may be  required  to  record
additional  valuation allowances against its deferred tax  assets
resulting  in  additional  income tax expense  in  the  Company's
consolidated  statement of operations. Management  evaluates  the
realizability of the deferred tax assets quarterly  and  assesses
the need for additional valuation allowances quarterly.

     Restructuring

     During  the  fiscal  year ended March 3, 2002,  the  Company
recorded   significant   reserves   in   connection   with    the
restructuring relating to the sale of Nelco Technology, Inc., the
closure  of  a  related support facility and the  realignment  of
Dielektra,  GmbH. These reserves include estimates pertaining  to
employee  separation  costs  and the settlements  of  contractual
obligations  resulting from the Company's actions.  Although  the
Company does not anticipate significant changes, the actual costs
incurred by the Company may differ from these estimates.

     Contingencies and Litigation

     The  Company  is  subject to a small number of  proceedings,
lawsuits  and other claims related to environmental,  employment,
product and other matters. The Company is required to assess  the
likelihood of any adverse judgments or outcomes in these  matters
as  well  as potential ranges of probable losses. A determination
of   the   amount  of  reserves  required,  if  any,  for   these
contingencies  is made after careful analysis of each  individual
issue. The required reserves may change in the future due to  new
developments  in  each matter or changes in approach  such  as  a
change in settlement strategy in dealing with these matters.

     Pension and Other Employee Benefit Programs

     The  Company's subsidiary in Europe has significant  pension
costs  that are developed from actuarial valuations. Inherent  in
these valuations are key assumptions including discount rates and
wage inflation rates. The Company is required to consider current
market  conditions, including changes in interest rates and  wage
costs,  in  selecting these assumptions. Changes in  the  related
pension  costs  may  occur in the future in addition  to  changes
resulting  from  fluctuations in the Company's related  headcount
due to changes in the assumptions.

     The  Company's obligations for workers' compensation  claims
and  employee-health care benefits are effectively  self-insured.
The  Company uses an insurance company administrator  to  process
all  such  claims and benefits. The Company accrues its  workers'
compensation liability based upon the claim reserves  established
by  the third-party administrator and historical experience.  The
Company's employee health insurance benefit liability is based on
its historical claims experience.

     The  Company  and certain of its subsidiaries  have  a  non-
contributory  profit  sharing  retirement  plan  covering   their
regular   full-time   employees.  In  addition,   the   Company's
subsidiaries   have  various  bonus  and  incentive  compensation
programs,   most   of  which  are  determined   at   management's
discretion.

     The  Company's  reserves associated with these  self-insured
liabilities  and benefit programs are reviewed by management  for
adequacy at the end of each reporting period.




Factors That May Affect Future Results.

      The  Private  Securities  Litigation  Reform  Act  of  1995
provides  a  "safe  harbor"  for  forward-looking  statements  to
encourage  companies  to  provide prospective  information  about
their  companies  without fear of litigation  so  long  as  those
statements  are identified as forward-looking and are accompanied
by meaningful cautionary statements identifying important factors
that  could cause actual results to differ materially from  those
projected in the statement. Certain portions of this Report which
do  not  relate to historical financial information may be deemed
to  constitute  forward-looking statements that  are  subject  to
various  factors  which  could cause  actual  results  to  differ
materially  from Park's expectations or from results which  might
be projected, forecasted, estimated or budgeted by the Company in
forward-looking  statements.  Accordingly,  the  Company   hereby
identifies the following important factors which could cause  the
Company's  actual  results  to differ materially  from  any  such
results which might be projected, forecast, estimated or budgeted
by the Company in forward-looking statements.

        .     The  Company's  customer base is  concentrated,  in
        part,  because the Company's business strategy  has  been
        to  develop  long-term relationships with a select  group
        of  customers.  During the Company's  fiscal  year  ended
        March  3,  2002,  the  Company's  ten  largest  customers
        accounted  for  approximately  59%  of  net  sales.   The
        Company  expects that sales to a relatively small  number
        of  customers will continue to account for a  significant
        portion  of its net sales for the foreseeable  future.  A
        loss  of  one or more of such key customers could  affect
        the  Company's  profitability.  See  "Business-Electronic
        Materials Operations-Customers and End Markets"  in  Item
        1  of  this Report, "Legal Proceedings" in Item 3 of this
        Report  and  "Management's  Discussion  and  Analysis  of
        Financial Condition and Results of Operations" in Item  7
        of  this Report for discussions of the loss of a key  cus
        tomer early in the 1999 fiscal year.

        .     The  Company's  business is  dependent  on  certain
        aspects  of the electronics industry, which is a cyclical
        industry  and which has experienced recurring  downturns.
        The  downturns, such as occurred in the first quarter  of
        the  Company's fiscal year ended March 2, 1997 and in the
        first  quarter of the Company's fiscal year  ended  March
        3,  2002, can be unexpected and have often reduced demand
        for, and prices of, electronic materials.

        .     The Company's operating results are affected  by  a
        number  of factors, including various factors beyond  the
        Company's   control.   Such  factors   include   economic
        conditions  in  the electronics industry, the  timing  of
        customer orders, product prices, process yields, the  mix
        of  products  sold and maintenance-related  shutdowns  of
        facilities.  Operating results also can be influenced  by
        development  and  introduction of new  products  and  the
        costs associated with the start-up of new facilities.

        .     The Company's production processes require the  use
        of  substantial amounts of gas and electricity, the  cost
        and  available supply of which are beyond the control  of
        the  Company. Changes in the cost or availability of  gas
        or  electricity could materially increase  the  Company's
        cost of operations.


        .     Rapid technological advances in semiconductors  and
        electronic equipment have placed rigorous demands on  the
        electronic  materials manufactured  by  the  Company  and
        used  in  printed circuit board production. The Company's
        operating  results  will  be affected  by  the  Company's
        ability  to  maintain and increase its technological  and
        manufacturing  capability and expertise in  this  rapidly
        changing industry.

        .     The  electronic  materials  industry  is  intensely
        competitive  and  the Company competes worldwide  in  the
        market  for  materials used in the production of  complex
        multilayer   printed   circuit  boards.   The   Company's
        principal competitors are substantially larger  and  have
        greater  financial resources than the  Company,  and  the
        Company's  operating  results will  be  affected  by  its
        ability  to  maintain  its competitive  position  in  the
        industry.

        .     There  are a limited number of qualified  suppliers
        of  the  principal materials used by the Company  in  its
        manufacture    of    electronic    materials    products.
        Substitutes   for   these  products   are   not   readily
        available,  and  in  the  recent  past  there  have  been
        shortages in the market for certain of these materials.

        .     The  Company  typically does not  obtain  long-term
        purchase  orders  or  commitments.  Instead,  it   relies
        primarily  on continual communication with its  customers
        to  anticipate  the future volume of purchase  orders.  A
        variety  of  conditions, both specific to the  individual
        customer   and   generally   affecting   the   customer's
        industry, can cause a customer to reduce or delay  orders
        previously anticipated by the Company.

        .     The  Company, from time to time, is engaged in  the
        expansion of certain of its manufacturing facilities  for
        electronic  materials.  The  anticipated  costs  of  such
        expansions  cannot be determined with precision  and  may
        vary  materially from those budgeted. In  addition,  such
        expansions  will increase the Company's fixed costs.  The
        Company's  future profitability depends upon its  ability
        to  utilize  its manufacturing capacity in  an  effective
        manner.

        .     The Company's business is capital intensive and, in
        addition,  the  introduction of  new  technologies  could
        substantially    increase    the    Company's     capital
        expenditures. In order to remain competitive the  Company
        must  continue to make significant investments in capital
        equipment  and expansion of operations. This may  require
        that  the  Company continue to be able to access  capital
        on terms acceptable to the Company.

        .     The  Company may acquire businesses, product  lines
        or  technologies that expand or complement those  of  the
        Company.  The integration and management of  an  acquired
        company  or  business may strain the Company's management
        resources   and   technical,  financial   and   operating
        systems. In addition, implementation of acquisitions  can
        result  in  large  one-time charges and  costs.  A  given
        acquisition,  if consummated, may materially  affect  the
        Company's  business, financial condition and  results  of
        operations.

        .     The  Company's international operations are subject
        to  risks,  including  unexpected changes  in  regulatory
        requirements,   exchange   rates,   tariffs   and   other
        barriers,   political   and  economic   instability   and
        potentially adverse tax consequences.

        .     A  portion of the sales and costs of the  Company's
        international  operations are denominated  in  currencies
        other  than  the  U.S.  dollar and  may  be  affected  by
        fluctuations in currency exchange rates.

        .      The  Company's  success  is  dependent  upon   its
        relationship   with   key   management   and    technical
        personnel.

        .     The  Company's future success depends in part  upon
        its  intellectual  property which the  Company  seeks  to
        protect  through  a  combination of contract  provisions,
        trade secret protections, copyrights and patents.

        .     The Company's production processes require the use,
        storage,  treatment  and disposal  of  certain  materials
        which   are   considered   hazardous   under   applicable
        environmental  laws  and  the Company  is  subject  to  a
        variety  of  regulatory  requirements  relating  to   the
        handling  of such materials and the release of  emissions
        and   effluents  into  the  environment.  Other  possible
        developments,  such  as  the  enactment  or  adoption  of
        additional   environmental   laws,   could   result    in
        substantial costs to the Company.

        .     The market price of the Company's securities can be
        subject  to  fluctuations  in  response  to  quarter   to
        quarter  variations  in  operating  results,  changes  in
        analysts'  earnings estimates, market conditions  in  the
        electronic   materials  industry,  as  well  as   general
        economic  conditions and other factors  external  to  the
        Company.

        .     The  Company's results could be affected by changes
        in  the  Company's accounting policies and  practices  or
        changes  in the Company's organization, compensation  and
        benefit  plans,  or  changes in  the  Company's  material
        agreements or understandings with third parties.

Item 7A.Quantitative  and  Qualitative Disclosures  About  Market
        Risk.

            The Company is exposed to market risks for changes in
foreign currency exchange rates and interest rates. The Company's
primary  foreign  currency  exchange  exposure  relates  to   the
translation  of the financial statements of foreign  subsidiaries
using  currencies other than the U.S. dollar as their  functional
currency. The Company does not believe that a 10% fluctuation  in
foreign  exchange rates would have had a material impact  on  its
consolidated  results  of operations or financial  position.  The
exposure to market risks for changes in interest rates relates to
the  Company's  short-term investment portfolio. This  investment
portfolio   is  managed  by  outside  professional  managers   in
accordance   with  guidelines  issued  by  the   Company.   These
guidelines are designed to establish a high quality fixed  income
portfolio   of   government  and  highly  rated  corporate   debt
securities  with  a maximum weighted maturity of  less  than  one
year.  The  Company does not use derivative financial instruments
in its investment portfolio. Based on the average maturity of the
investment  portfolio at the end of the 2002 fiscal  year  a  10%
increase  in  short  term interest rates would  not  have  had  a
material  impact  on the consolidated results  of  operations  or
financial position of the Company.

Item 8. Financial Statements and Supplementary Data.

         The  Company's Financial Statements begin  on  the  next
page.



REPORT OF INDEPENDENT AUDITORS





To the Board of Directors and Stockholders of
Park Electrochemical Corp.
Lake Success, New York


We  have audited the accompanying consolidated balance sheets  of
Park  Electrochemical Corp. and subsidiaries as of March 3,  2002
and February 25, 2001 and the related consolidated statements  of
operations, stockholders' equity, and cash flows for each of  the
three  years  in the period ended March 3, 2002. Our audits  also
included the financial statement schedule listed in the Index  at
Item 14(a)(2). These financial statements and financial statement
schedule are the responsibility of the Company's management.  Our
responsibility  is  to  express an  opinion  on  these  financial
statements and financial statement schedule based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally accepted in the United States. Those standards  require
that we plan and perform the audit to obtain reasonable assurance
about  whether  the  financial statements are  free  of  material
misstatement.  An  audit includes examining,  on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.  An  audit  also includes  assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

In our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the consolidated
financial position of Park Electrochemical Corp. and subsidiaries
as  of  March  3, 2002 and February 25, 2001 and the consolidated
results of their operations and their cash flows for each of  the
three years in the period ended March 3, 2002, in conformity with
accounting  principles generally accepted in the  United  States.
Also,  in  our opinion, the related financial statement schedule,
when  considered in relation to the basic consolidated  financial
statements  taken  as a whole, presents fairly  in  all  material
respects the information set forth therein.



                                        ERNST & YOUNG LLP


New York, New York
April 22, 2002









<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

<caption>

                                      March 3,   February 25,
                                        2002        2001
<s>                                  <c>         <c>
ASSETS
Current assets:
 Cash and cash equivalents           $99,492       $123,726

 Marketable securities (Note 2)       51,917         32,017

 Accounts receivable, less
 allowance for doubtful accounts
 of $1,817 and $2,074, respectively   33,628         71,105

 Inventories (Note 3)                 13,242         32,307

 Prepaid expenses and other
 (Note 7)                             12,082          9,456
                                    ---------       ---------
   Total current assets              210,361        268,611

Property, plant and equipment,
net of accumulated depreciation
and amortization (Notes 4, 10
and 11)                              149,810        159,309

Other assets (Note 7)                    473          2,661

   Total                            $360,644       $430,581
                                    =========      =========
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities:
 Accounts payable                   $ 14,098       $ 29,481

 Accrued liabilities (Notes 5
 and 13)                              27,862         39,052

 Income taxes payable                  1,401         11,567
                                     --------       --------
   Total current liabilities          43,361         80,100

Long-term debt (Note 6)                 -            97,672

Deferred income taxes (Note 7)        13,054         12,679

Deferred pension liability and
other (Note 12)                       11,683         11,224

Commitments and contingencies
(Notes 12 and 13)

Stockholders' equity (Notes 6,
8, 9 and 12):

Preferred stock, $1 par value
per share-authorized, 500,000
shares; issued, none                    -              -

Common stock, $.10 par value
per share-authorized, 60,000,000
shares; issued, 20,369,986 shares      2,037          2,037

Additional paid-in capital           131,138         57,318

 Retained earnings                   172,953        203,150

 Accumulated other non-owner changes  (7,890)        (5,764)
                                     --------       --------
                                     298,238        256,741
 Less treasury stock, at cost,
  877,163 and 4,441,359
  shares, respectively                (5,692)       (27,835)
                                     --------      ---------

   Total stockholders' equity        292,546        228,906
                                    ---------      ---------
   Total                            $360,644       $430,581
                                    =========      =========
See notes to consolidated financial statements.
 <fn>
</table>


<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

<caption>
                                   Fiscal Year Ended
                             March 3,    February 25,   February 27,
                               2002         2001            2000
<s>                         <c>         <c>             <c>

Net sales                   $230,060      $522,197       $425,261

Cost of sales                218,265       404,527        351,841
                            ---------     ---------      --------
Gross profit                  11,795       117,670         73,420

Selling, general and
administrative expenses       34,360        49,897         45,508

Loss on sale of NTI and
closure of related
support facility (Note 10)    15,707          -              -

Restructuring and
severance charges (Note 11)    3,727          -              -

Closure of plumbing
hardware business (Note 16)     -             -            4,464
                             --------      --------      --------
(Loss)/profit from
operations                   (41,999)       67,773        23,448
                             --------      --------      --------
Other income:
 Interest and other
 income, net                   5,543         8,419         6,654

 Interest expense (Note 6)      -            5,593         5,720
                             --------      --------      --------
 Total other income            5,543         2,826           934
                             --------      --------      --------
(Loss)/earnings before
income taxes                 (36,456)       70,599        24,382
Income taxes (Note 7)        (10,937)       21,180         6,085
                            ---------     ---------     --------
Net (loss)/earnings         $(25,519)     $ 49,419      $ 18,297
                            =========     =========     =========
(Loss)/earnings per share
(Note 9):
 Basic                        $(1.31)        $3.10         $1.16
 Diluted                      $(1.31)        $2.65         $1.12
<fn>
See notes to consolidated financial statements.
</table>












<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<caption>


                                                      Additional
                                     Common Stock       Paid-in    Retained
                                   Shares     Amount    Capital    Earnings
<s>                               <c>          <c>      <c>        <c>
Balance, February 28, 1999      20,369,986    $2,037    $52,429    $142,336
 Net earnings                                                        18,297
 Exchange rate changes
 Change in pension
liability adjustment
 Market revaluation
 Stock options exeercised                                 1,686
 Cash dividends ($.21
 per share)                                                          (3,325)
 Comprehensive income          __________    ______     _______    _________
Balance, February 27, 2000     20,369,986     2,037      54,115     157,308
 Net earnings                                                        49,419
 Exchange rate changes
 Change in pension
liability adjustment
 Market revaluation
 Conversion of long-term debt                             1,810
 Stock options exercised                                  1,393
 Purchase of treasury stock
 Cash dividends ($.23
 per share)                                              (3,577)
 Comprehensive income         __________    ______       _______    _________
Balance, February 25, 2001    20,369,986     2,037       57,318       203,150
 Net loss                                                             (25,519)
 Exchange rate changes
 Change in pension
 liability adjustment
 Market revaluation
 Conversion of long-term debt                            72,634
 Stock options exercised                                  1,186
 Purchase of treasury stock
 Cash dividends ($.24
 per share)                                                           (4,678)
 Comprehensive loss
                             __________    ______      ________     _________
Balance, March 3, 2002       20,369,986    $2,037      $131,138     $172,953
<fn>
See notes to consolidated financial
statements.
</table>





<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share and per share amounts)
<caption>

                            Accumulated
                             Other Non-                              Comprehen-
                               Owner           Treasury Stock           sive
                              Changes       Shares       Amount        Income
<s>                         <c>          <c>          <c>            <c>
Balance, February 28, 1999   $(1,802)     4,887,569    $(30,354)
 Net earnings                                                         $ 18,297
 Exchange rate changes        (3,407)                                   (3,407)
 Change in pension
 liability adjustment            149                                       149
 Market revaluation             (231)                                     (231)
 Stock options exercised                   (215,339)      1,303
 Cash dividends ($.21                                                 _________
 per share)
 Comprehensive income        ________      _________     ________     $ 14,808
Balance, February 27, 2000    (5,291)      4,672,230     (29,051)     =========
 Net earnings                                                          $49,419
 Exchange rate changes        (2,255)                                   (2,255)
 Change in pension
 liability adjustment          1,481                                     1,481
 Market revaluation              301                                       301
 Conversion of long-term debt                (82,750)        519
 Stock options exercised                    (156,666)        978
 Purchase of treasury stock                    8,545        (281)
 Cash dividends ($.23                                                 _________
 per share)
 Comprehensive income        ________       _________     _______     $ 48,946
Balance, February 25, 2001    (5,764)       4,441,359    (27,835)     =========
 Net loss                                                             $(25,519)
 Exchange rate changes        (1,257)                                   (1,257)
 Change in pension
 liability adjustment           (802)                                     (802)
 Market revaluation              (67)                                      (67)
 Conversion of long-term debt              (3,411,204)    21,381
 Stock options exercised                     (162,830)     1,027
 Purchase of treasury stock                     9,838       (265)
 Cash dividends ($.24                                                 _________
 per share)
 Comprehensive loss                                                   $(27,645)
                             ________      __________   __________    =========
Balance, March 3, 2002       $(7,890)        877,163    $  (5,692)
<fn>
See notes to consolidated financial
statements.
</table>


<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<caption>
                                                    Fiscal Year Ended
                                            March 3,   February 25,   February 27.
                                             2002         2001           2000
<s>                                       <c>           <c>           <c>
Cash flows from operating
activities:
 Net (loss)/earnings                      $(25,519)     $ 49,419      $ 18,297
 Adjustments to reconcile net
(loss)/earnings to net cash
provided by operating activities:
  Depreciation and amortization             16,257        16,724        16,264
  Loss on sale of fixed assets              10,636          -             -
  Provision for plumbing business closure     -            -             3,230
  Provision for impairment of fixed assets   2,959         1,146         1,234
  Provision for doubtful accounts
  receivable                                   123           228           725
  Provision for deferred income taxes       (4,690)        2,781           600
  Other, net                                   (63)       (1,026)          107
  Changes in operating assets and
  liabilities:
   Accounts receivable                      36,907        (4,324)      (13,722)
   Inventories                              18,793        (5,410)       (2,831)
   Prepaid expenses and other current assets 4,511        (3,404)          292
   Other assets and liabilities                 29          (476)        1,281
   Accounts payable                        (13,617)        5,004        (5,140)
   Accrued liabilities                      (9,744)       10,599         3,922
   Income taxes payable                    (13,176)        6,141        (2,777)

     Net cash provided by operating
     activities                             23,406        77,402        21,482

Cash flows from investing activities:
 Purchases of property, plant and
 equipment                                 (25,786)      (55,011)      (27,846)
 Proceeds from sales of property,
 plant and equipment                         2,986         3,250           117
 Purchases of marketable securities        (47,355)      (70,144)     (127,677)
 Proceeds from sales and maturities
 of marketable securities                   27,036       117,245       152,388

     Net cash used in investing activities (43,119)       (4,660)       (3,018)

Cash flows from financing activities:
 Redemption of long term debt               (1,738)         -             -
 Dividends paid                             (4,678)       (3,577)       (3,325)
 Proceeds from exercise of stock options     1,959         1,722         2,478

     Net cash used in financing activities  (4,457)       (1,855)         (847)

(Decrease)/increase in cash and cash
equivalents before effect of
exchange rate changes                      (24,170)       70,887        17,617
Effect of exchange rate changes on
cash and cash equivalents                      (64)         (314)       (1,146)

(Decrease)/increase in cash and cash
equivalents                                (24,234)       70,573        16,471

Cash and cash equivalents, beginning
of year                                    123,726        53,153        36,682

Cash and cash equivalents, end of year    $ 99,492      $123,726      $ 53,153
<fn>
See notes to consolidated financial
statements.
</table>


PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three years ended March 3, 2002


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Park   Electrochemical   Corp.   ("Park"),   through   its
subsidiaries  (collectively, the "Company"), is a leading  global
designer  and producer of advanced electronic materials  used  to
fabricate  complex multilayer printed circuit  boards  and  other
electronic  interconnection  systems.  The  Company's  multilayer
printed circuit board materials include copper-clad laminates and
prepregs.  Multilayer printed circuit boards and  interconnection
systems  are used in virtually all advanced electronic  equipment
to  direct,  sequence  and  control  electronic  signals  between
semiconductor  devices and passive components. The  Company  also
designs  and  manufactures specialty adhesive tapes and  advanced
composite materials for the electronics, aerospace and industrial
markets.

     a.   Principles   of   Consolidation  -   The   consolidated
          financial statements include the accounts of  Park  and
          its subsidiaries. All significant intercompany balances
          and transactions have been eliminated.
     b.   Use   of  Estimates  -  The  preparation  of  financial
          statements   in  conformity  with  generally   accepted
          accounting  principles  requires  management  to   make
          estimates  and  assumptions  that  affect  the  amounts
          reported  in  the financial statements and accompanying
          notes.  Actual results may differ from those estimates.
          See  "Critical Accounting Policies and Estimates" under
          "Management's  Discussion  and  Analysis  of  Financial
          Condition and Results of Operations" in Item 8 of  this
          Report.
     c.   Accounting Period - The Company's fiscal year is the 52
          or 53 week period ending the Sunday nearest to the last
          day  of February. The 2002, 2001 and 2000 fiscal  years
          ended  on  March 3, 2002 February 25, 2001 and February
          27,  2000, respectively. Fiscal year 2002 consisted  of
          53 weeks and fiscal years 2001 and 2000 consisted of 52
          weeks.
     d.   Marketable  Securities - All marketable securities  are
          classified  as  available-for-sale and are  carried  at
          fair  value, with the unrealized gains and losses,  net
          of  tax,  included  in comprehensive  income.  Realized
          gains   and   losses,  amortization  of  premiums   and
          discounts,   and  interest  and  dividend  income   are
          included  in other income. The cost of securities  sold
          is based on the specific identification method.
     e.   Inventories  - Inventories are stated at the  lower  of
          cost (first-in, first-out method) or market.
     f.   Revenue Recognition - Revenues are recognized at the time
          product is shipped to the customer.
     g.   Product  Warranties - The Company accrues for defective
          products at the time the existence of the defect is known
          and the amount is reasonably determinable. The Company's
          products are made to specific customer order specifications,
          and there are no future performance requirements for the
          Company's products other than the products' meeting the
          agreed specifications. The amounts of returns and
          allowances resulting from defective or damaged products
          have been approximately 0.5% of sales for each of the
          Company's last three fiscal years.
     h.   Shipping Costs - The amounts paid to third-party shippers
          for transporting products to customers are classified as
          selling expenses. The amounts included in selling, general
          and administrative expenses were approximately $4,034,000,
          $6,485,000 and  $6,483,000 for fiscal years 2002, 2001
          and  2000, respectively.
     i.   Depreciation   and  Amortization  -  Depreciation   and
          amortization are computed principally by the  straight-
          line  method  over the estimated useful  lives  of  the
          related   assets   or,   with  respect   to   leasehold
          improvements, the terms of the leases, if shorter.
     j.   Deferred  Charges - Costs incurred in  connection  with
          the issuance of debt are deferred and included in other
          assets  and  amortized,  using the  effective  interest
          method, over the debt repayment period.
     k.   Income  Taxes - Deferred income taxes are provided  for
          temporary  differences  in  the  reporting  of  certain
          items,  primarily depreciation, for income tax purposes
          as compared with financial accounting purposes.
          United  States ("U.S.") Federal income taxes  have  not
          been    provided   on   the   undistributed    earnings
          (approximately  $95,300,000 at March 3,  2002)  of  the
          Company's   foreign   subsidiaries,   because   it   is
          management's  practice  and  intent  to  reinvest  such
          earnings in the operations of such subsidiaries.
     l.   Foreign  Currency Translation - Assets and  liabilities
          of foreign subsidiaries using currencies other than the
          U.S. dollar as their functional currency are translated
          into  U.S.  dollars at fiscal year-end exchange  rates,
          and  income and expense items are translated at average
          exchange  rates  for  the  period.  Gains  and   losses
          resulting  from  translation are recorded  as  currency
          translation adjustments in comprehensive income.
     m.   Consolidated  Statements of Cash Flows  -  The  Company
          considers  all money market securities and  investments
          with  maturities at the date of purchase of 90 days  or
          less to be cash equivalents.

          Supplemental cash flow information:
<table>
<caption>
                                             Fiscal Year
                                       2002       2001      2000
  <s>                              <c>         <c>        <c>
  Cash paid during the year for:
   Interest                        $2,700,000  $5,593,000 $5,524,000
   Income taxes                     6,847,000  12,281,000  7,976,000
</table>


2.   MARKETABLE SECURITIES
<table>
     The following is a summary of available-for-sale securities:
<caption>
                                             Gross       Gross
                                          Unrealized   Unrealized   Estimated
                             Amortized       Gains       Losses     Fair Value
                                Cost
 <s>                         <c>          <c>           <c>        <c>
 March 3, 2002:
 U.S. Treasury and
 other government securities  $29,956,000   $ 76,000     $ 72,000  $29,960,000
 U.S. corporate debt
 securities                    21,853,000     80,000       49,000   21,884,000
   Total debt securities       51,809,000    156,000      121,000   51,844,000
 Equity securities                  5,000     68,000         -          73,000
                              $51,814,000   $224,000     $121,000  $51,917,000

 February 25, 2001:
 U.S. Treasury and
 other government securities  $ 1,007,000   $ 11,000     $   -     $ 1,018,000
 U.S. corporate debt
 securities                    30,800,000    231,000      102,000   30,929,000
   Total debt securities       31,807,000    242,000      102,000   31,947,000
 Equity securities                  5,000     65,000         -          70,000
                              $31,812,000   $307,000     $102,000  $32,017,000
</table>

     The gross realized gains on the sales of securities were $0,
     $26,000  and  $9,000 for fiscal years 2002, 2001  and  2000,
     respectively,  and the gross realized losses  were  $60,000,
     $0,  and  $11,000  for  fiscal years 2002,  2001  and  2000,
     respectively.

     The  amortized cost and estimated fair value of the debt and
     marketable   equity  securities  at  March   3,   2002,   by
     contractual maturity, are shown below:
<table>
<caption>
                                                   Estimated
                                                      Fair
                                       Cost          Value

     <s>                            <c>            <c>
     Due in one year or less        $ 9,123,000    $ 9,208,000
     Due after one year through
     five years                      42,686,000     42,636,000
                                     51,809,000     51,844,000
     Equity securities                    5,000         73,000
                                    $51,814,000    $51,917,000
</table>


3.   INVENTORIES
<table>
<caption>
                                      March 3,   February 25,
                                       2002          2001
     <s>                           <c>           <c>
     Raw materials                 $ 4,996,000   $14,988,000
     Work-in-process                 2,916,000     5,075,000
     Finished goods                  4,784,000    11,319,000
     Manufacturing supplies            546,000       925,000
                                   $13,242,000   $32,307,000
</table>

4.   PROPERTY, PLANT AND EQUIPMENT
<table>
<caption>
                                      March 3,   February 25,
                                       2002          2001
     <s>                           <c>           <c>
Land, buildings and improvements   $ 60,689,000  $ 48,501,000
Machinery, equipment, furniture
and fixtures                        203,476,000   233,078,000
                                   ------------  ------------
                                    264,165,000   281,579,000
Less accumulated depreciation
and amortizationn                   114,355,000   122,270,000
                                   ------------  ------------
                                   $149,810,000  $159,309,000
</table>

     Depreciation and amortization expense relating to  property,
     plant   and  equipment  was  $16,257,000,  $16,724,000   and
     $16,200,000   for  fiscal  years  2002,   2001   and   2000,
     respectively.  Pretax charges of $2,959,000, $1,146,000  and
     $1,234,000  were  recorded in fiscal years  2002,  2001  and
     2000, respectively, for the write-down of impaired operating
     equipment  to its estimated net realizable value (see  Notes
     10,  11  and  16  below).  Interest expense  capitalized  to
     property,  plant and equipment was $0, $239,000 and  $93,000
     for fiscal years 2002, 2001 and 2000, respectively.

5.   ACCRUED LIABILITIES
<table>
<caption>
                                          March 3,   February 25,
                                           2002         2001
     <s>                               <c>           <c>
     Payroll and payroll related       $ 9,000,000   $12,067,000
     Taxes, other than income taxes        471,000     1,139,000

     Interest                                 -        2,700,000
     Employee benefits                   5,525,000     7,275,000
     Environmental reserve               3,975,000     4,431,000
     Other                               8,891,000    11,440,000
                                       -----------   -----------
                                       $27,862,000   $39,052,000
</table>

6.   LONG-TERM DEBT

     On  February  28,  1996,  the  Company  issued  $100,000,000
     principal amount of 5.5% Convertible Subordinated Notes  due
     2006  (the  "Notes") with interest payable  semiannually  on
     March  1  and September 1 of each year, commencing September
     1,  1996. The Notes were unsecured and subordinated to other
     long-term  debt and were convertible at the  option  of  the
     holder  at  any  time prior to maturity,  unless  previously
     redeemed or repurchased, into shares of the Company's common
     stock  at  $28.125  per share, subject to  adjustment  under
     certain  conditions. The Notes were not  redeemable  at  the
     option of the Company prior to March 1, 1999; at any time on
     or  after such date, the Notes were redeemable at the option
     of the Company, in whole or in part, initially at 102.75% of
     the  principal amount of such Notes redeemed and  thereafter
     at  prices declining to 100% on March 1, 2001, together with
     accrued  interest.  On March 1, 2001, $95,934,000  principal
     amount  of the Notes was converted into 3,410,908 shares  of
     the  Company's  common  stock, and the remaining  $1,738,000
     principal  amount of the Notes was redeemed by  the  Company
     for  cash.  Prior to February 25, 2001, $2,328,000 principal
     amount of the Notes was converted into 82,750 shares of  the
     Company's common stock. At February 25, 2001, the fair value
     of the Notes approximated $109,220,000.

     Foreign lines of credit totaled $2,228,000 at March 3, 2002,
     all   of   which  is  available  to  the  Company's  foreign
     subsidiaries.

7.   INCOME TAXES

     The income tax (benefit)/provision includes the following:
<table>
<caption>
                                      Fiscal Year
                            2002         2001         2000
      <s>               <c>           <c>          <c>
      Current:
       Federal          $(5,901,000)  $ 8,367,000  $2,445,000
       State and local       18,000     1,509,000     339,000
       Foreign             (364,000)    8,523,000   2,587,000
                         (6,247,000)   18,399,000   5,371,000
      Deferred:
       Federal           (4,345,000)    1,722,000    (869,000)
       State and local     (729,000)      259,000     (46,000)
       Foreign              384,000       800,000   1,629,000
                         (4,690,000)    2,781,000     714,000
                       $(10,937,000)  $21,180,000  $6,085,000
</table>

     The  Company's  effective income tax rate differs  from  the
     statutory  U.S. Federal income tax rate as a result  of  the
     following:
<table>
                                              Fiscal Year
                                         2002     2001    2000
      <s>                               <c>       <c>     <c>
      Statutory U.S. Federal tax rate   35.0%     35.0%   35.0%

      State and local taxes, net
      of Federal benefit                 1.3       1.6     0.8

      Foreign tax rate differentials    (5.5)     (8.3)   (9.3)

      Reversal of reserves no
      longer required                     -         -     (3.1)

      Other, net                        (0.8)      1.7     1.6
                                       ------    ------   ------
                                        30.0%     30.0%   25.0%
</table>

     The Company had foreign net operating loss carryforwards  of
     approximately  $58,500,000 and $31,600,000 in  fiscal  years
     2002  and 2001, respectively. Most of the net operating loss
     carryforwards  were acquired in fiscal year  1998  when  the
     Company  purchased  the  capital  stock  of  Dielektra  GmbH
     ("Dielektra"),  a  German corporation  located  in  Cologne,
     Germany.  During fiscal year 2002, an audit  of  Dielektra's
     tax filings relating to tax periods prior to its acquisition
     by  the  Company  was completed. The audit  resulted  in  an
     increase   in  pre-acquisition  net  operating   losses   of
     approximately $25.0 million. Long-term deferred  tax  assets
     arising  from  these  net operating loss carryforwards  were
     valued  at  $0 at both March 3, 2002 and February 25,  2001,
     net  of valuation reserves of approximately $22,217,000  and
     $11,400,000,   respectively.  None  of  the   acquired   net
     operating  loss  carryforwards relate to goodwill  or  other
     intangible assets.

     Approximately  $1,600,000 of the foreign net operating  loss
     carryforwards  expire in varying amounts  from  fiscal  year
     2003  through  fiscal year 2005, and the remainder  have  an
     indefinite expiration.

     At March 3, 2002 and February 25, 2001, current deferred tax
     assets  of  $7,006,000 and $1,844,000,  respectively,  which
     were   primarily  attributable  to  expenses  not  currently
     deductible, were included in other current assets. The long-
     term  deferred tax liabilities consisted primarily of timing
     differences relating to depreciation.

8.   STOCKHOLDERS' EQUITY

     a.   Stock Split and Number of Authorized Shares - On October 10,
       2000, the Company's Board of Directors approved a three-for-two
       stock split in the form of a stock dividend. The stock dividend
       was distributed November 8, 2000 to stockholders of record on
       October 20, 2000. All share and per share data for prior periods
       has been retroactively restated to reflect the stock split. In
       addition,  on October 10, 2000, the Company's stockholders
       approved an increase in the number of authorized shares of common
       stock from 30,000,000 to 60,000,000 shares.

     b.    Stock Options - Under the 1992 Stock Option Plan  (the
       "Plan") approved by the Company's stockholders, directors and key
       employees may be granted options to purchase shares of common
       stock of the Company exercisable at prices not less than the fair
       market value at the date of grant. Options become exercisable 25%
       one  year  from the date of grant, with an additional  25%
       exercisable each succeeding anniversary of the date of grant. On
       July 12, 2000, the Company's stockholders approved an amendment
       to the Plan to increase the aggregate number of shares of Common
       Stock authorized for issuance under the Plan by 450,000 shares.
       Options to purchase a total of 2,625,000 shares of common stock
       were authorized for grant under such Plan. The authority to grant
       additional options under the Plan expired on March 24, 2002.

       The  Company  has  elected  the disclosure  provisions  of
       Statement of Financial Standards No. 123, "Accounting  for
       Stock-Based  Compensation" ("SFAS 123"), and continues  to
       apply   Accounting  Principles  Board  Opinion   No.   25,
       "Accounting  for  Stock Issued to Employees"  ("APB  25"),
       and  related interpretations in accounting for  the  Plan.
       Under  APB  25, because the exercise price of the  granted
       options  is not less than the market price at the date  of
       the grant, no compensation expense is recognized.

       The   weighted  averaged  fair  value  for   options   was
       estimated  at  the  date of grant using the  Black-Scholes
       option-pricing  model to be $8.09 for  fiscal  year  2002,
       $8.40  for  fiscal  year 2001 and $5.77  for  fiscal  year
       2000,  with  the  following weighted average  assumptions:
       risk  free  interest rate of 4.0% for  fiscal  year  2002,
       5.0%  for fiscal year 2001 and 5.5% for fiscal year  2000;
       expected  volatility  factors of  41%,  39%  and  40%  for
       fiscal  years 2002, 2001 and 2000, respectively;  expected
       dividend  yield  of 1.0% for fiscal year  2002,  1.5%  for
       fiscal  year  2001  and  2%  for  fiscal  year  2000;  and
       estimated option lives of 4.0 years for fiscal years  2002
       and  2001  and  3.6 years for fiscal year  2000.  For  the
       purpose  of pro forma disclosures, the effect of  applying
       SFAS  123  on  net  (loss)/income and (loss)/earnings  per
       share   for  fiscal  years  2002,  2001  and  2000   would
       approximate the amounts shown below (in thousands,  except
       EPS data):

     <table>
     <caption>
                          2002                 2001                2000
                      As        Pro         As        Pro       As       Pro
                   Reported    forma     Reported    forma   Reported   forma
<s>                <c>       <c>        <c>        <c>       <c>       <c>
Net (loss)/income  $(25,519) $(26,923)   $49,419    $47,935   $18,297  $17,303
(loss)/income
EPS-basic          $  (1.31) $  (1.38)   $  3.10    $  3.01   $  1.16  $  1.10
EPS-diluted        $  (1.31) $  (1.38)   $  2.65    $  2.58   $  1.12  $  1.07
     </table>

     <table>
       Information with respect to the Plan follows:
     <caption>
                                                             Weighted
                                 Range of                     Average
                                 Exercise     Outstanding     Exercise
                                  Prices        Options         Price
<s>                          <c>              <c>              <c>
Balance, February 28, 1999   $ 3.67 - $18.42   1,141,238       $12.67
Granted                       16.37 -  23.96     346,350        16.71
Exercised                      3.67 -  16.42    (217,589)       11.61
Cancelled                      8.75 -  16.54     (54,205)       15.91

Balance, February 27, 2000   $ 3.67 - $23.96   1,215,794       $13.87
Granted                       15.92 -  43.63     360,075        23.71
Exercised                      3.67 -  18.42    (156,667)       12.79
Cancelled                      4.54 -  16.54     (61,050)       16.16

Balance, February 25, 2001   $ 3.67 - $43.63   1,358,152       $16.50
Granted                       22.62 -  26.77     275,725        23.62
Exercised                      3.67 -  23.96    (162,831)       13.06
Cancelled                      3.67 -  43.63    (227,339)       21.92

Balance, March 3, 2002       $ 4.67 - $43.63   1,243,707       $17.53

Exercisable, March 3, 2002   $ 4.67 - $43.63     645,645       $ 9.56
     </table>

     The   following  table  summarizes  information   concerning
     currently outstanding and exercisable options.

     <table>
     <caption>
                Options Outstanding                  Options Exercisable
                                Weighted
                                Average    Weighted              Weighted
                  Number of    Remaining    Average  Number of   Average
    Range of       Options    Contractual  Exercise   Options    Exercise
Exercise Prices  Outstanding      Life       Price   Exercisable  Price
                                (Years)
<s>     <c>           <c>         <c>      <c>        <c>        <c>
 $ 4.67 -$ 9.99       166,725     1.62     $ 6.56     166,725    $ 6.56
  10.00 - 19.99       731,932     6.48     15.76      454,920     15.56
  20.00 - 43.63       345,050     9.19     26.61       24,000     34.38
                    ---------                         -------
                    1,243,707                         645,645
</table>

     Stock  options available for future grant under the Plan  at
     March  3,  2002  and  February 25,  2001  were  688,710  and
     737,096, respectively.


     c.   Stockholders' Rights Plan - On February  2,  1989,  the
          Company  adopted a stockholders' rights  plan  designed
          to  protect  stockholder interests  in  the  event  the
          Company  is confronted with coercive or unfair takeover
          tactics.  Under the terms of the plan,  as  amended  on
          July  12,  1995,  each  share of the  Company's  common
          stock  held  of record on February 15, 1989  or  issued
          thereafter  received one right. In  the  event  that  a
          person  has acquired, or has the right to acquire,  15%
          (25%  in certain cases) or more of the then outstanding
          common stock of the Company (an "Acquiring Person")  or
          tenders for 15% or more of the then outstanding  common
          stock   of   the  Company,  such  rights  will   become
          exercisable,  unless  the Board of Directors  otherwise
          determines.  Upon  becoming exercisable  as  aforesaid,
          each  right will entitle the holder thereof to purchase
          one  one-hundredth  of a share of  Series  A  Preferred
          Stock  for  $75,  subject to adjustment (the  "Purchase
          Price").  In  the  event  that any  person  becomes  an
          Acquiring   Person,  each  holder  of  an   unexercised
          exercisable  right,  other than  an  Acquiring  Person,
          shall  have the right to purchase, at a price equal  to
          the  then current Purchase Price, such number of shares
          of  the Company's common stock as shall equal the  then
          current  Purchase  Price divided by  50%  of  the  then
          market  price per share of the Company's common  stock.
          In  addition,  if after a person becomes  an  Acquiring
          Person,  the Company engages in any of certain business
          combination transactions as specified in the plan,  the
          Company  will take all action to ensure that, and  will
          not  consummate  any such business combination  unless,
          each  holder of an unexercised exercisable right, other
          than  an  Acquiring  Person, shall have  the  right  to
          purchase,  at  a  price  equal  to  the  then   current
          Purchase  Price, such number of shares of common  stock
          of  the  other party to the transaction for each  right
          held  by  such  holder as shall equal the then  current
          Purchase Price divided by 50% of the then market  price
          per  share  of  such  other party's common  stock.  The
          Company   may   redeem  the  rights   for   a   nominal
          consideration  at  any  time,  and  after  any   person
          becomes  an  Acquiring Person, but  before  any  person
          becomes  the  beneficial owner of 50% or  more  of  the
          outstanding  common stock of the Company,  the  Company
          may  exchange all or part of the rights for  shares  of
          the  Company's  common stock at a one-for-one  exchange
          ratio.   Unless   redeemed,  exchanged   or   exercised
          earlier, all rights expire on July 12, 2005.

     d.   Reserved  Common  Shares - At March 3, 2002,  1,932,417
          shares of common stock were reserved for issuance  upon
          exercise of stock options.

     e.   Accumulated Other Non-Owner Changes - Accumulated balances
          related to each component of other comprehensive income (loss)
          were as follows:

     <table>
            <caption>                   March 3,    February 25,
                                          2002         2001
            <s>                       <c>          <c>
   Currency translation adjustment     $(7,112)      $(5,855)
   Pension liability adjustment           (845)          (43)
   Unrealized gains on investment           67           134

   Accumulated balance                 $(7,890)      $(5,764)
     </table>

9.   (LOSS)/EARNINGS PER SHARE

    The  following table sets forth the calculation of basic  and
    diluted (loss)/earnings per share for the fiscal years:
<table>
<caption>
                                       2002          2001          2000
<s>                                <c>            <c>           <c>
Net (loss)/income for basic EPS    $(25,519,000)  $49,419,000   $18,297,000
Add interest on 5.5%
Convertible Subordinated Notes,
 net of taxes                            -          3,585,000     3,702,000
Net (loss)/income for dilted EPS   $(25,519,000)  $53,004,000   $21,999,000

Weighted average common shares
outstanding for basic EPS            19,535,000    15,932,000    15,761,000
Net effect of dilutive options           *            548,000       327,000
Assumed conversion of 5.5%
Convertible Subordinated Notes           -          3,522,000     3,555,000
Weighted average shares
outstanding for diluted EPS          19,535,000    20,002,000    19,643,000

Basic (loss)/earnings per share         $(1.31)         $3.10         $1.16
Diluted (loss)/earnings per share       $(1.31)         $2.65         $1.12

*For the fiscal year ended March 3, 2002, the effect of employee
stock options was not considered because it was antidilutive.
</table>

  The  net  loss  for  fiscal  year 2002,  in  the  above  table,
  includes  a  $15,707,000 loss on the sale of Nelco  Technology,
  Inc.(see  Note 10 below) and a related support facility  and  a
  $3,727,000  charge for restructuring and severance  costs  (see
  Note 11 below).

  During  the  first  half of the 2001 fiscal year,  the  Company
  closed  and liquidated its plumbing hardware business. The  net
  income  shown  above includes losses of $25,000 and  $5,022,000
  for  the  2001  and  2000 fiscal years, respectively,  for  the
  discontinued  plumbing hardware business. The weighted  average
  number  of  shares outstanding and the earnings per  share  for
  each year have been adjusted to give retroactive effect to  the
  three-for-two  split  of the Company's  common  stock  declared
  October  10,  2000 payable November 8, 2000 to stockholders  of
  record on October 20, 2000.

10.  SALE OF NELCO TECHNOLOGY, INC.

  During  the  Company's 1998 fiscal year and for  several  years
  prior  thereto, more than 10% of the Company's total  worldwide
  sales  were  to Delco Electronics Corporation, a subsidiary  of
  General   Motors   Corp.,  and  the  Company's   wholly   owned
  subsidiary,  Nelco Technology, Inc. ("NTI") located  in  Tempe,
  Arizona,  had  been Delco's principal supplier of semi-finished
  multilayer printed circuit board materials, commonly  known  as
  mass  lamination, which were used by Delco to produce  finished
  multilayer printed circuit boards. However, in March 1998,  the
  Company  was informed by Delco that Delco planned to close  its
  printed  circuit board fabrication plant and exit  the  printed
  circuit   board  manufacturing  business.  As  a  result,   the
  Company's  sales  to  Delco  declined  during  the  three-month
  period   ended  May  31,  1998,  were  negligible  during   the
  remainder  of  the  1999 fiscal year and were  nil  during  the
  2000, 2001 and 2002 fiscal years.

  After  March  1998,  the  business of NTI  languished  and  its
  performance was unsatisfactory due primarily to the absence  of
  the  unique, high-volume, high-quality business that  had  been
  provided  by  Delco Electronics and the absence  of  any  other
  customer  in  the North American electronic materials  industry
  with  a  similar demand for the large volumes of  semi-finished
  multilayer   printed   circuit  board  materials   that   Delco
  purchased  from  NTI.  Although NTI's  business  experienced  a
  resurgence  in  the  2001 fiscal year  as  the  North  American
  market  for  printed circuit materials became extremely  strong
  and   demand  exceeded  supply  for  the  electronic  materials
  manufactured   by   the   Company,   the   Company's   internal
  expectations  and  projections for the NTI  business  were  for
  continuing  volatility in the business'  performance  over  the
  foreseeable   future.  Consequently,  the   Company   commenced
  efforts  to  sell the business in the second half of  its  2001
  fiscal  year;  and in April 2001, the Company sold  the  assets
  and  business  of  NTI and closed a related  support  facility,
  also  located in Tempe, Arizona. As a result of this sale,  the
  Company exited the mass lamination business in North America.

  In  connection  with  the sale of NTI and the  closure  of  the
  related  support facility, the Company recorded  non-recurring,
  pre-tax  charges of $15,707,000 in its fiscal year  2002  first
  quarter  ended  May 27, 2001. The components of  these  charges
  and  the  related liability balances and activity from the  May
  27,  2001 balance sheet date to the March 3, 2002 balance sheet
  date are set forth below.


<TABLE>
<CAPTION>
                                          Charges                3/3/02
                            Closure     Incurred or             Remaining
                            Charges        Paid       Reversals Liabilities

<s>                       <c>           <c>           <c>       <c>
NTI charges:
 Loss on sale of assets
 and business             $10,580,000   $10,580,000   $   -        $  -
 Severance payments           387,000       387,000       -           -
 Medical and other
  costs                        95,000        95,000       -           -

Support facility
charges:
 Impairment of long
  lived assets              2,058,000     2,058,000       -           -
 Write down accounts
  receivable                  350,000       304,000     31,000     15,000
 Write down inventory         590,000       590,000       -           -
 Severance payments           688,000       688,000       -           -
 Medical and other
 costs                        133,000       123,000       -        10,000
 Lease payments, taxes,
 utilities, maint.            781,000       202,000       -       579,000
  utilities, maint.
 Other                         45,000        45,000       -           -
                          -----------   -----------   -------    --------
                          $15,707,000   $15,072,000   $31,000    $604,000
                          ===========   ===========   =======    ========
</TABLE>

  The severance payments and medical and other costs incurred  in
  connection with the sale of NTI and the closure of the  related
  support  facility  were  for  the  termination  of  hourly  and
  salaried,  administrative, manufacturing and support employees,
  all  of whom were terminated during the first and second fiscal
  quarters  ended May 27, 2001 and August 26, 2001, respectively,
  and  substantially  all of the severance payments  and  related
  costs for such terminated employees (totaling $1,303,000)  were
  paid  during such quarters. The lease obligations will be  paid
  through August 2004 pursuant to the related lease agreements.

  NTI  did  not  have  a  material effect on Park's  consolidated
  financial  position, results of operations, capital  resources,
  liquidity or continuing operations, and the sale of NTI is  not
  expected  to  have  a material effect on the  Company's  future
  operating results.

11. RESTRUCTURING AND SEVERANCE CHARGES

  The   Company  recorded  non-recurring,  pre-tax   charges   of
  $2,921,000  in  its  fiscal  year  2002  third  quarter   ended
  November  25,  2001  in  connection with  the  closure  of  the
  conventional  lamination line of Dielektra GmbH  ("Dielektra"),
  its  electronic materials business located in Cologne, Germany,
  and  the  reduction of the size of Dielektra's mass  lamination
  operations  to  enable  Dielektra  to  focus  on  its   DatlamT
  automated continuous lamination and paneling technology and  on
  the  marketing  and  manufacturing of high  technology,  higher
  layer  count  mass  lamination product.  The  charges  included
  $2,020,000  for  severance  payments  and  related  costs   for
  terminated  employees. In addition, the Company  recorded  non-
  recurring, pre-tax severance charges of $681,000 in its  fiscal
  2002  first  quarter  ended May 27, 2001 and  $125,000  in  its
  third  quarter  ended November 25, 2001 for severance  payments
  and  related  costs for terminated employees at  the  Company's
  continuing operations. The components of these charges and  the
  related  liability balances and activity from the November  25,
  2001  and May 27, 2001 balance sheet dates to the March 3, 2002
  balance sheet date are set forth below.

<TABLE>
<CAPTION>
                                     Charges                3/3/02
                       Closure     Incurred or             Remaining
                       Charges        Paid      Reversals Liabilities

<s>                    <c>           <c>        <c>       <c>
Dielektra GmbH
charges:
Impairment of long
  lived assets        $  378,000    $  378,000    $   -     $    -
Write down of assets     523,000       523,000        -          -
Severance payments     2,020,000       808,000        -     1,212,000
and related costs     ----------    ----------   --------- ----------
                       2,921,000     1,709,000              1,212,000
Other severance
payments and related
costs                    806,000       806,000        -          -
                      ----------    ----------    -------- ----------
                      $3,727,000    $2,515,000    $   -    $1,212,000
                      ==========    ==========    ======== ==========
</TABLE>

  The  charge  for  fixed  asset  impairments  was  comprised  of
  $378,000  to  write  off the net book value  of  machinery  and
  equipment and $523,000 to write down related land and  building
  that  are no longer used as a result of the close-down  of  the
  conventional  lamination line of Dielektra. The  machinery  and
  equipment  have no residual value. The land and  building  that
  previously  housed  the closed operations are  being  held  for
  sale  and  have  been  written  down  to  their  estimated  net
  realizable value of $2,050,000.

  As  stated above in this Note and in the preceding Note 10, the
  Company  incurred charges (totaling $4,129,000)  for  severance
  payments  and related costs for employees whose employment  was
  terminated by the Company as follows: $2,020,000 for  employees
  terminated  in Germany during the third quarter ended  November
  25,  2001;  $681,000 and $125,000 for employees  terminated  at
  its  continuing  operations in Asia, Europe and  North  America
  during  the first quarter ended May 27, 2001 and third  quarter
  ended  August  26,  2001,  respectively;  and  $1,303,000   for
  employees  terminated in connection with the sale  of  NTI  and
  the  closure  of  a related support facility in Arizona  during
  the first fiscal quarter ended May 27, 2001.

  All   the   terminated  employees  were  hourly  and  salaried,
  administrative, manufacturing and support employees,  all  such
  employees  were terminated during the first, second  and  third
  fiscal  quarters  ended  May  27, 2001,  August  26,  2001  and
  November  25,  2001,  respectively, and substantially  all  the
  severance  payments  and  related  costs  for  such  terminated
  employees   (totaling  $4,129,000)  were   paid   during   such
  quarters,  except payments and costs of $1,212,000  in  Germany
  all  of  which  are  expected to be  paid  in  installments  to
  terminated  employees  in  Germany during  the  Company's  2003
  fiscal  year first and second quarters ending June 2, 2002  and
  September  1,  2002,  respectively. All the severance  payments
  and  related  costs for the employees terminated in  connection
  with  the  sale  of NTI and the closure of the related  support
  facility   (totaling   $1,303,000)   were   included   in   the
  $15,707,000 of charges in connection with the sale of  NTI  and
  the closure of the related support facility.

  As  a  result of the foregoing employee terminations and  other
  less  significant  employee  terminations  in  connection  with
  business  contractions and in the ordinary course  of  business
  and   substantial   numbers   of  employee   resignations   and
  retirements  in  the  ordinary course of  business,  the  total
  number  of  employees  employed  by  the  Company  declined  to
  approximately  1,700  as  of March 3, 2002  from  approximately
  3,000  as  of February 25, 2001, the end of the Company's  2001
  fiscal year.

12. EMPLOYEE BENEFIT PLANS

  a.   Profit Sharing Plan - Park and certain of its subsidiaries
     have a non-contributory profit sharing retirement plan covering
     their regular full-time employees. The plan may be modified or
     terminated at any time, but in no event may any portion of the
     contributions revert back to the Company. The Company's contribu
     tions  under  the plan amounted to $791,000, $4,597,000  and
     $2,269,000 for fiscal years 2002, 2001 and 2000, respectively.
     Contributions are discretionary and may not exceed the amount
     allowable as a tax deduction under the Internal Revenue Code. In
     addition, the Company sponsors a 401(k) savings plan, pursuant to
     which the contributions of employees of certain subsidiaries were
     partially matched by the Company in the amounts of $527,000,
     $751,000  and $848,000 in fiscal years 2002, 2001 and  2000,
     respectively.

  b.   Pension Plans - The domestic subsidiary of the Company which
     conducted the plumbing hardware business had two pension plans,
     neither of which are active, covering its union employees. On
     February 27, 2000, the two plans were merged in order to simplify
     the administration of the plans. The Company's funding policy was
     to  contribute  annually the amounts  necessary  to  satisfy
     applicable funding standards. There were no changes made  to
     funding levels or retiree benefits as a result of the merger of
     the two plans. However, in connection with the closure of the
     plumbing hardware business, the Company terminated the combined
     plan  and  purchased annuity contracts to fund  the  pension
     liability.

     A subsidiary of the Company in Europe has a non-contributory
     defined benefit pension plan which covers certain employees.
     Under  the  terms of this plan, participants may not  accrue
     additional  service  time  after  December  31,  1987.   The
     Company's  policy with respect to this plan is to contribute
     annually  the  amounts  necessary to  meet  current  payment
     obligations  of  the  plan.  The Company  recorded  deferred
     pension liabilities relating to this plan in the amounts  of
     $8,908,000 and $8,678,000 at March 3, 2002 and February  25,
     2001,  respectively, in accordance with SFAS 87. The  effect
     on   the  Company's  consolidated  financial  statements  in
     recording  the  liability  was  to  record  a  corresponding
     reduction  to accumulated non-owner changes of $845,000  and
     $43,000 at those same dates.

     Net pension costs included the following components:
<table>
<caption>
                                                  Fiscal Year
Changes in Benefit Obligations                 2002           2001
<s>                                        <c>             <c>
Benefit obligation at beginning of year    $ 9,408,000     $14,130,000
Service cost                                    82,000          96,000
Interest cost                                  533,000         839,000
Actuarial loss                                 108,000         148,000
Currency translation (gain)/loss              (439,000)       (633,000)
Benefits paid                                 (542,000)       (871,000)
Payment for annuities                             -         (4,301,000)
                                           ------------    ------------
Benefit obligation at end of Year          $ 9,150,000     $ 9,408,000

Changes in Plan Assets

Fair value of plan assets at
beginning of year                          $      -        $ 3,213,000
Actual return on plan assets                      -            169,000
Employer contributions                         542,000       1,831,000
Benefits paid                                 (542,000)       (871,000)
Payment for annuities                             -         (4,301,000)
Administrative expenses paid                      -            (41,000)
                                           ------------    ------------
Fair value of plan assets                  $      -        $      -

Underfunded status                         $(9,150,000)    $(9,408,000)
Unrecognized net loss                        1,317,000       1,000,000
                                           ------------    ------------
Net accrued pension cost                   $(7,833,000)    $(8,408,000)
</table>

<table>
<caption>
                                                    Fiscal Year
Components of Net Periodic                   2002         2001        2000
Benefit Cost
<s>                                        <c>         <c>        <c>
Service cost - benefits earned
during the period                          $ 82,000    $ 96,000    $ 97,000
Interest cost on projected                  533,000     839,000     953,000
benefit obligation
Expected return on plan assets                 -       (252,000)   (262,000)
Amortization of unrecognized
transition obligation                          -           -         17,000
Amortization of prior service cost             -           -         14,000
Recognized net actuarial loss                  -         38,000      58,000
Effect of curtailment                          -      1,761,000     144,000
                                           --------  ----------  ----------
Net periodic pension cost                  $615,000  $2,482,000  $1,021,000
</table>

     The projected benefit obligation for the terminated domestic
     plan  was determined using an assumed discount rate of 7.50%
     for  fiscal  year  2000 and the assumed  long-term  rate  of
     return  on plan assets was 8%. Projected wage increases  are
     not  applicable as benefits pursuant to the plan  are  based
     upon   years  of  service  without  regard  to   levels   of
     compensation.

     The  projected benefit obligation for the foreign  plan  was
     determined  using an assumed discount rate of 6% for  fiscal
     years  2002 and 2001. Projected wage increases of  3.5%  and
     2.1%  and  inflation  factors of 2.0%  and  1.5%  were  also
     assumed  for  fiscal years 2002 and 2001,  respectively.  As
     previously stated, the Company's funding policy with respect
     to this plan is to contribute annually the amounts necessary
     to meet current payment obligations of the plan.

13. COMMITMENTS AND CONTINGENCIES

  a.Lease  Commitments  -  The Company conducts  certain  of  its
     operations  in  leased  facilities,  which  include  several
     manufacturing  plants,  warehouses  and  offices,  and  land
     leases. The leases on facilities are for terms of up  to  10
     years,  the  latest of which expires in 2006.  Many  of  the
     leases contain renewal options for periods ranging from  one
     to  ten  years  and require the Company to pay  real  estate
     taxes  and  other  operating costs. The  latest  land  lease
     expiration  is  2013  and this land lease  contains  renewal
     options of up to 35 years.

     These  non-cancelable operating leases  have  the  following
     payment schedule.

                    Fiscal Year       Amount

                       2003         $2,794,000
                       2004          1,799,000
                       2005          1,102,000
                       2006            557,000
                       2007            180,000
                    Thereafter         819,000
                                    ----------
                                    $7,251,000

     Rental  expense,  inclusive of real estate taxes  and  other
     costs, amounted to $3,933,000, $3,711,000 and $3,424,000 for
     fiscal years 2002, 2001 and 2000, respectively

 b. Environmental Contingencies - The Company and certain of  its
     subsidiaries have been named by the Environmental Protection
     Agency  (the "EPA") or a comparable state agency  under  the
     Comprehensive   Environmental  Response,  Compensation   and
     Liability Act (the "Superfund Act") or similar state law  as
     potentially  responsible parties in connection with  alleged
     releases of hazardous substances at nine sites. In addition,
     a  subsidiary  of  the  Company has received  cost  recovery
     claims  under  the Superfund Act from other private  parties
     involving two other sites and has received requests from the
     EPA under the Superfund Act for information with respect  to
     its involvement at three other sites.

     Under the Superfund Act and similar state laws, all  parties
     who  may  have  contributed any waste to a  hazardous  waste
     disposal site or contaminated area identified by the EPA  or
     comparable state agency may be jointly and severally  liable
     for   the  cost  of  cleanup.  Generally,  these  sites  are
     locations  at  which numerous persons disposed of  hazardous
     waste.  In the case of the Company's subsidiaries, generally
     the  waste  was removed from their manufacturing  facilities
     and  disposed  at  waste  sites by various  companies  which
     contracted  with the subsidiaries to provide waste  disposal
     services.  Neither the Company nor any of  its  subsidiaries
     have  been  accused  of or charged with  any  wrongdoing  or
     illegal  acts in connection with any such sites. The Company
     believes it maintains an effective and comprehensive environ
     mental compliance program.

     The  insurance  carriers  that  provided  general  liability
     insurance  coverage to the Company and its subsidiaries  for
     the years during which the Company's subsidiaries' waste was
     disposed at these sites have agreed to pay, or reimburse the
     Company  and  its  subsidiaries for,  100%  of  their  legal
     defense and remediation costs associated with three of these
     sites and 25% of such costs associated with another three of
     these sites.

     The total costs incurred by the Company and its subsidiaries
     in   connection  with  these  sites,  including  legal  fees
     incurred  by  the  Company and its  subsidiaries  and  their
     assessed  share  of remediation costs and excluding  amounts
     paid or reimbursed by insurance carriers, were approximately
     $200,000,  $300,000 and $200,000 in fiscal years 2002,  2001
     and 2000, respectively. The recorded liabilities included in
     accrued   liabilities   for   environmental   matters   were
     $3,975,000, $4,431,000 and $4,350,000 for fiscal years 2002,
     2001 and 2000, respectively.

     Included   in   cost  of  sales  are  charges   for   actual
     expenditures and accruals, based on estimates,  for  certain
     environmental  matters described above. The Company  accrues
     estimated costs associated with known environmental matters,
     when  such  costs can be reasonably estimated and  when  the
     outcome  appears  probable. The Company  believes  that  the
     ultimate disposition of known environmental matters will not
     have  a  material  adverse effect on the liquidity,  capital
     resources,  business or consolidated financial  position  of
     the  Company. However, one or more of such environmental mat
     ters  could  have  a  significant  negative  impact  on  the
     Company's  consolidated financial results for  a  particular
     reporting period.

14.  BUSINESS SEGMENTS

     The  Company's  specialty adhesive tape and  film  business,
     advanced  composite business and plumbing hardware  business
     were previously aggregated into the engineered materials and
     plumbing  hardware  segment. During fiscal  year  2001,  the
     Company closed and liquidated its plumbing hardware business
     (see  Note  16 below). In fiscal years 2001, 2000 and  1999,
     the specialty adhesive tape, advanced composite and plumbing
     hardware businesses comprised less than 10% of the Company's
     consolidated revenues and assets, and the Company considered
     itself  to  operate in one business segment.  The  Company's
     electronic  materials  products are  marketed  primarily  to
     leading   independent  printed  circuit  board  fabricators,
     electronic   manufacturing  service  companies,   electronic
     contract   manufacturers  and  major   electronic   original
     equipment  manufacturers ("OEMs") located  throughout  North
     America,  Europe and Asia. The Company's specialty  adhesive
     tape and advanced composite customers, the majority of which
     are  located in the United States, include OEMs, independent
     firms  and  distributors in the electronics,  aerospace  and
     industrial industries.

     Sales  are  attributed to geographic region based  upon  the
     region  from  which  the  materials  were  shipped  to   the
     customer.  Intersegment sales and sales  between  geographic
     areas were not significant.

     Financial information regarding the Company's operations  by
     geographic area follows (in thousands):

<table>
<caption>
                                        Fiscal Year
                                 2002       2001      2000
    <s>                            <c>        <c>       <c>
    United States              $132,520   $312,851  $266,158
    Europe                       55,507    121,329    95,812
    Asia                         42,033     88,017    63,291
                               --------   --------  --------
      Total sales              $230,060   $522,197  $425,261

    United States              $104,386   $108,804  $ 74,846
    Europe                       22,954     24,657    27,484
    Asia                         22,943     26,596    24,092
                               --------   --------  --------
      Total long-lived assets  $150,283   $160,057  $126,422
</table>

15. CUSTOMER AND SUPPLIER CONCENTRATIONS

  a.    Customers - Sales to Sanmina Corporation were  18.1%  and
     25.1% of the Company's total worldwide sales for fiscal years
     2002 and 2001, respectively. Sales to Tyco Printed Circuit Group
     L.P. were 11.3% of the Company's total worldwide sales for fiscal
     year 2002.

     While  no  other customer accounted for 10% or more  of  the
     Company's total worldwide sales in fiscal year 2002, and the
     Company is not dependent on any single customer, the loss of
     a  major  electronic materials customer or  of  a  group  of
     customers  could  have  a material  adverse  effect  on  the
     Company's business and results of operations.

  b.Sources  of  Supply  - The principal materials  used  in  the
     manufacture  of the Company's electronic materials  products
     are specially manufactured copper foil, fiberglass cloth and
     synthetic  reinforcements, and specially  formulated  resins
     and  chemicals.  Although  there are  a  limited  number  of
     qualified  suppliers  of these materials,  the  Company  has
     nevertheless identified alternate sources of supply for each
     of  such  materials. While the Company has  not  experienced
     significant problems in the delivery of these materials  and
     considers its relationships with its suppliers to be strong,
     a  disruption  of  the supply of material from  a  principal
     supplier  could  adversely affect the  Company's  electronic
     materials  business.  Furthermore,  substitutes  for   these
     materials  are  not readily available and  an  inability  to
     obtain  essential materials, if prolonged, could  materially
     adversely   affect   the   Company's  electronic   materials
     business.

16.CLOSURE OF PLUMBING HARDWARE BUSINESS

   In  the  fourth quarter of the 2000 fiscal year,  the  Company
   decided   to   close  and  liquidate  its  plumbing   hardware
   business. The pre-tax charges to earnings for the 2000  fiscal
   year  related to the closure of the plumbing hardware business
   totaled  $4,464,000, including $1,234,000 for  the  impairment
   of  long-lived assets, $1,111,000 for other asset  write-offs,
   and  $2,119,000  for facility and other costs related  to  the
   closure.

   During   the   2001  fiscal  year,  the  Company  closed   and
   liquidated  its  plumbing  hardware business.  In  the  fourth
   quarter   of  the  2001  fiscal  year,  the  Company  realized
   $1,262,000  in  gains from the sale of real estate  and  other
   plumbing hardware business assets, collected $290,000 more  of
   accounts  receivable than originally anticipated, and reversed
   $600,000 of liabilities accrued in fiscal year 2000 for  other
   costs  to  close the business, which were no longer  required.
   In  the fourth quarter of the 2001 fiscal year, an expense  of
   $1,149,000 was incurred for the purchase of annuity  contracts
   to   fund   the  liability  of  the  pension  plan  that   was
   terminated.

   At  March 3, 2002, the remaining accrued liability relating to
   the  closure and liquidation of the plumbing hardware business
   consisted  of  $669,000 for environmental issues and  $150,000
   for  workers' compensation claims. At February 25, 2001, these
   amounts  were  $675,000  and $200,000, respectively.  Although
   the  plan  for  the closure and liquidation of  the  Company's
   plumbing   hardware  business  was  implemented   during   the
   Company's  2001  fiscal  year, the Company  cannot  reasonably
   estimate   when   the   environmental  issues   and   workers'
   compensation claims will be resolved.

   The  operating  results  of  the  plumbing  hardware  business
   included  in the Consolidated Statement of Operations  are  as
   follows (in thousands):
<table>
<caption>
                              Fiscal Year Ended
                           February 25,  February 27,
                              2001          2000
    <s>                         <c>          <c>
    Net sales               $1,883        $13,491
    Cost of sales            1,001         11,486

    Gross profit               882          2,005
   Selling, general and
    administrative expenses    907          2,563

    (Loss) profit from
     operations             $ (25)         $ (558)
</table>

17.       SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<table>
<caption>
                                          Quarter
                             First    Second    Third    Fourth
                              (In thousands, except per share
                                    amounts)
  <s>                       <c>      <c>       <c>       <c>
  Fiscal 2002:
   Net sales                $ 69,102  $ 51,743  $ 52,625  $ 56,590
   Gross profit                3,266     1,422     1,539     5,568
   Net loss                  (14,612)   (3,779)   (6,117)   (1,011)

  Loss per share:
    Basic                      $(.75)    $(.19)    $(.31)   $(.05)
    Diluted                    $(.75)    $(.19)    $(.31)   $(.05)

  Weighted average
  common shares outstanding:
    Basic                     19,420    19,545    19,559    19,612
    Diluted                   19,420    19,545    19,559    19,612

  Fiscal 2001:
   Net sales                $120,159  $129,902   $142,608  $129,528
   Gross profit               23,695    28,393     34,116    31,466
   Net earnings                8,829    11,655     14,827    14,108

  Earnings per share:
    Basic                       $.56      $.73       $.93      $.88
    Diluted                     $.50      $.63       $.78      $.74

  Weighted average
  common shares outstanding:
    Basic                     15,858    15,882     15,940    16,047
    Diluted                   19,602    19,939     20,217    20,249
</table>

   (Loss)/earnings  per  share is computed  separately  for  each
   quarter.  Therefore,  the  sum of  such  quarterly  per  share
   amounts  may differ from the total for the years. The weighted
   average  number  of shares outstanding and the (loss)/earnings
   per  share  for  each  period,  have  been  adjusted  to  give
   retroactive   effect  to  the  three-for-two  split   of   the
   Company's  common  stock  declared October  10,  2000  payable
   November  8,  2000 to stockholders of record  on  October  20,
   2000.

18.RECENTLY ISSUED ACCOUNTING PROUNOUNCEMENTS

   In  June 2001, the Financial Accounting Standards Board issued
   Statement   of   Financial  Accounting  Standards   No.   141,
   "Business    Combinations",   and   Statement   of   Financial
   Accounting  Standards No. 142, "Goodwill and Other  Intangible
   Assets",  effective for fiscal years beginning after  December
   15,  2001.  Under the new rules set forth in these Statements,
   goodwill   and   other  intangible  assets  deemed   to   have
   indefinite  lives  will  no longer be amortized  but  will  be
   subject  to  annual  impairment tests in accordance  with  the
   Statements.  Other  intangible  assets  will  continue  to  be
   amortized over their useful lives. In addition, Statement  141
   eliminates  the pooling-of-interests method of accounting  for
   business   combinations,   except  for   qualifying   business
   combinations  that were initiated prior to July 1,  2001.  The
   Company  will  apply the new rules on accounting for  goodwill
   and other intangible assets beginning in the first quarter  of
   its  fiscal  year ending March 2, 2003. The Company  does  not
   have  any  goodwill  on its balance sheet,  has  virtually  no
   intangible  assets,  and is not engaged  in  any  transactions
   that  are  affected  by the Statements;  and,  therefore,  the
   Company  believes  that  application of  the  non-amortization
   provisions of the Statements will not have a material  adverse
   effect on the Company's consolidated results of operations  or
   financial position.

   In  August  2001,  the  Financial Accounting  Standards  Board
   issued  Statement of Financial Accounting Standards  No.  143,
   "Accounting  for  Asset Retirement Obligations"  ("SFAS  143")
   effective  for  fiscal years beginning after  June  15,  2002.
   SFAS  143  requires  the fair value of liabilities  for  asset
   retirement  obligations  to be recognized  in  the  period  in
   which  the  obligations are incurred if a reasonable  estimate
   of  fair  value  can be made. The associated asset  retirement
   costs  are capitalized as part of the carrying amount  of  the
   long-lived  asset.   The Company has not yet  determined  what
   effect  SFAS  143  will  have  on the  Company's  consolidated
   results of operations or financial position.

   In  October  2001,  the Financial Accounting  Standards  Board
   issued  Statement of Financial Accounting Standards  No.  144,
   "Accounting  for  the  Impairment or  Disposal  of  Long-Lived
   Assets"  ("SFAS  144"), which supercedes  Statement  No.  121,
   "Accounting  for the Impairment of Long-Lived Assets  and  for
   Long-Lived  Assets to be Disposed of" ("SFAS  121").  Although
   it  retains the basic requirements of SFAS 121 regarding  when
   and  how  to  measure an impairment loss,  SFAS  144  provides
   additional implementation guidance. SFAS 144 is effective  for
   all  fiscal  years  beginning after  December  15,  2001.  The
   Company has not yet determined what effect SFAS 144 will  have
   on   the  Company's  consolidated  results  of  operations  or
   financial position.

                             *******


Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.

               Not applicable.


                            PART III

Item 10.  Directors and Executive Officers of the Registrant.

      The  information  called  for  by  this  item  (except  for
information  as  to  the  Company's  executive  officers,   which
information appears elsewhere in this Report) is incorporated  by
reference  to  the Company's definitive proxy statement  for  the
2002  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.

Item 11.  Executive Compensation.

      The information called for by this Item is incorporated  by
reference  to  the Company's definitive proxy statement  for  the
2002  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.

      The information called for by this Item is incorporated  by
reference  to  the Company's definitive proxy statement  for  the
2002  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.

Item 13.  Certain Relationships and Related Transactions.

      The information called for by this Item is incorporated  by
reference  to  the Company's definitive proxy statement  for  the
2002  Annual  Meeting  of Shareholders to be  filed  pursuant  to
Regulation 14A.


                             PART IV


Item 14. Exhibits, Financial Statement Schedules, and      Page
         Reports on Form 8-K.

         (a) Documents filed as a part of this Report

         (1)Financial Statements:

             The following Consolidated Financial
             Statement of the Company are included in
             Part II, Item 8:

             Report  of  Ernst & Young LLP,  independent    34
             auditors

             Balance Sheets                                 35

             Statements of Operations                       36

             Statements of Stockholders' Equity             37

             Statements of Cash Flows                       38

             Notes  to  Consolidated Financial Statement    39
             (1-18)

         (2)Financial Statement Schedules:

             The following additional information should
             be    read    in   conjunction   with   the
             Consolidated  Financial Statements  of  the
             Registrant   described  in  item   14(a)(1)
             above:

             Schedule  II  -  Valuation  and  Qualifying    61
             Accounts

             All   other  schedules  have  been  omitted
             because  they  are  not applicable  or  not
             required,  or the information  is  included
             elsewhere  in  the financial statements  or
             notes thereto.

         (3)Exhibits:

             The   information  required  by  this  Item
             relating  to  Exhibits to  this  Report  is
             included  in the Exhibit Index on pages  62
             to 66 hereof.

         (b) Reports on Form 8-K.

             No  reports  on  Form 8-K have  been  filed
             during  the fiscal quarter ended  March  3,
             2002.











                           SIGNATURES


      Pursuant to the requirements of Section 13 or 15(d) of  the
Securities  Act  of  1934, the Registrant has  duly  caused  this
report  to  be signed on its behalf by the undersigned, thereunto
duly authorized.

Date:  May 29, 2002              PARK ELECTROCHEMICAL CORP.


                              By:/s/Brian E. Shore
                                 Brian E. Shore,
                                 President and Chief Executive
Officer

      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.


Signature             Title                        Date

                      President and Chief
/s/Brian E. Shore     Executive Officer and
Brian E. Shore        Director                     May 29, 2002
                      (principal executive
                      officer)

                      Senior Vice President,
/s/Murray O. Stamer   Finance
Murray O. Stamer      (principal financial and     May 29, 2002
                      accounting officer)

/s/Jerry Shore        Chairman of the Board and
Jerry Shore           Director                     May 29, 2002

/s/Mark S. Ain
Mark S. Ain           Director                     May 29, 2002

/s/Anthony Chiesa
Anthony Chiesa        Director                     May 29, 2002

/s/Lloyd Frank
Lloyd Frank           Director                     May 29, 2002




                                   Schedule II
<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<caption>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

     Column A                         Column B     Column C

                                     Balance at   Charged to
                                      Beginning    Cost and
   Description                        of Period    Expenses
<s>                                  <c>          <c>

ALLOWANCE FOR
DOUBTFUL ACCOUNTS:

53 weeks ended March 3 2002          $2,074,000    $ 123,000

52 weeks ended February 25, 2001     $2,388,000    $ 228,000

52 weeks ended February 27, 2000     $2,030,000    $ 725,000
<fn>
(A) Uncollectable accounts, net of recoveries.
</table>

                                   Schedule II (continued)
<table>
PARK ELECTROCHEMICAL CORP. AND SUBSIDIARIES
<caption>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

     Column A                             Column D             Column E
                                           Other
                                   Accounts                   Balance at
                                   Written     Translation      End of
   Description                       Off       Adjustment       Period
<s>                             <c>         <c>              <c>
                                     (A)
ALLOWANCE FOR
DOUBTFUL ACCOUNTS:

53 weeks ended March 3 2002        $(366,000)   $ (14,000    $1,817,000

52 weeks ended February 25, 2001   $(477,000)   $ (65,000)   $2,074,000

52 weeks ended February 27, 2000   $(332,000)   $ (35,000)   $2,388,000
<fn>
(A) Uncollectable accounts, net of recoveries.
</table>

                          EXHIBIT INDEX

Exhibit
Numbers Description                                        Page

3.01    Restated Certificate of Incorporation, dated
        March 28, 1989, filed with the Secretary of State
        of the State of New York on April 10, 1989, as
        amended by Certificate of Amendment of the
        Certificate of Incorporation, increasing the
        number of authorized shares of Common stock from
        15,000,000 to 30,000,000 shares, dated July 12,
        1995, filed with the Secretary of State of the
        State of New York on July 17, 1995, and by
        Certificate of Amendment of the Certificate of
        Incorporation, amending certain provisions
        relating to the rights, preferences and
        limitations of the shares of a series of
        Preferred Stock, date August 7, 1995, filed with
        the Secretary of State of the State of New York
        on August 16, 1995
        ........................................

3.02    Certificate of Amendment of the Certificate of
        Incorporation, increasing the number of
        authorized shares of Common Stock from 30,000,000
        to 60,000,000 shares, dated October 10, 2000,
        filed with the Secretary of State of the State of    -
        New York on October 11,
        2000......................

3.03    By-Laws, as amended May 21,
        2002...........................

4.01    Amended and Restated Rights Agreement, dated as
        of July 12, 1995, between the Company and
        Registrar and Transfer Company, as Rights Agent,
        relating to the Company's Preferred Stock
        Purchase Rights. (Reference is made to Exhibit 1
        to Amendment No. 1 on Form 8-A/A filed on August
        10, 1995, Commission File No. 1-4415, which is       -
        incorporated herein by
        reference.)......................................

10.01   Lease dated December 12, 1989 between Nelco
        Products, Inc. and James Emmi regarding real
        property located at 1100 East Kimberly Avenue,
        Anaheim, California and letter dated December 29,
        1994 from Nelco Products, Inc. to James Emmi exer
        cising its option to extend such
        Lease................

10.02   Lease dated December 12, 1989 between Nelco
        Products, Inc. and James Emmi regarding real
        property located at 1107 East Kimberly Avenue,
        Anaheim, California and letter dated December 29,
        1994 from Nelco Products, Inc. to James Emmi exer
        cising its option to extend such
        Lease................

10.03   Lease Agreement dated August 16, 1983 and Exhibit
        C, First Addendum to Lease, between Nelco
        Products, Inc. and TCLW/Fullerton regarding real
        property located at 1411 E. Orangethorpe Avenue,
        Fullerton, California.................

10.03(a)Second Addendum to Lease dated January 26, 1987
        to Lease Agreement dated August 16, 1983 (see
        Exhibit 10.03 hereto) between Nelco Products,
        Inc. and TCLW/Fullerton regarding real property
        located at 1421 E. Orangethorpe Avenue,
        Fullerton,
        California......................................


10.03(b)Third Addendum to Lease dated January 7, 1991 and
        Fourth Addendum to Lease dated January 7, 1991 to
        Lease Agreement dated August 16, 1983 (see
        Exhibit 10.03 hereto) between Nelco Products,
        Inc. and TCLW/Fullerton regarding real property
        located at 1411, 1421 and 1431 E. Orangethorpe
        Avenue, Fullerton, California. (Reference is made
        to Exhibit 10.03(b) of the Company's Annual
        Report on Form 10-K for the fiscal year ended        -
        March 2, 1997, Commission File No. 1-4415, which
        is incorporated herein by reference.)....

10.03(c)Fifth Addendum to Lease dated July 5, 1995 to
        Lease dated August 16, 1983 (see Exhibit 10.03
        hereto) between Nelco Products, Inc. and
        TCLW/Fullerton regarding real property located at
        1411 E. Orangethorpe Avenue, Fullerton,
        California.......................................
        ..........

10.04   Lease Agreement dated May 26, 1982 between Nelco
        Products Pte. Ltd. (lease was originally entered
        into by Kiln Technique (Private) Limited, which
        subsequently assigned this lease to Nelco
        Products Pte. Ltd.) and the Jurong Town Cor
        poration regarding real property located at 4 Gul
        Crescent, Jurong,
        Singapore........................................
        ..

10.04(a)Deed of Assignment, dated April 17, 1986 between
        Nelco Products Pte. Ltd., Kiln Technique
        (Private) Limited and Paul Ma, Richard Law, and
        Michael Ng, all of Peat Marwick & Co., of the
        Lease Agreement dated May 26, 1982 (see Exhibit
        10.04 hereto) between Kiln Technique (Private)
        Limited and the Jurong Town Corporation regarding
        real property located at 4 Gul Crescent, Jurong,
        Singapore.......................

10.05(b)1992 Stock Option Plan of the Company, as amended
        by First Amendment thereto. (Reference is made to
        Exhibit 10.06(b) of the Company's Annual Report
        on Form 10-K for the fiscal year ended March 1,
        1998, Commission File No. 1-4415, which is
        incorporated herein by reference. This exhibit is
        a management contract or compensatory plan or        -
        arrangement.)....................................
        ..........

10.06   Amended and Restated Employment Agreement dated
        February 28, 1994 between the Company and Jerry
        Shore. (This exhibit is a management contract or
        compensatory plan or
        arrangement.)....................................
        ..........

10.06(a) Amendment No. 1 dated March 1, 1995 to the
        Amended and Restated Employment Agreement dated
        February 28, 1994 (see Exhibit 10.06 hereto)
        between the Company and Jerry Shore. (This
        exhibit is a management contract or compensatory
        plan or arrangement.)............................

10.06(b)Amendment No. 2 dated December 5, 1996 to the
       Amended and Restated Employment Agreement dated      -
        February 28, 1994 (see Exhibit 10.06 hereto)
        between the Company and Jerry Shore. (Reference
        is made to Exhibit 10.07(b) of the Company's
        Annual Report on Form 10-K for the fiscal year
        ended March 2, 1997, Commission File No. 1-4415,
        which is incorporated herein by reference. This
        exhibit is a management contract or compensatory
        plan or arrangement.)......................

10.06(c)Amendment No. 3 dated October 14, 1997 to the
        Amended and Restated Employment Agreement dated
        February 28, 1994 (see Exhibit 10.06 hereto)
        between the Company and Jerry Shore. (Reference
        is made to Exhibit 10.07(c) of the Company's
        Annual Report on Form 10-K for the fiscal year
        ended March 1, 1998, Commission File No. 1-4415,
        which is incorporated herein by reference. This      -
        exhibit is a management contract or compensatory
        plan or arrangement.)......................

10.07   Lease dated April 15, 1988 between FiberCote
        Industries, Inc. (lease was initially entered
        into by USP Composites, Inc., which subsequently
        changed its name to FiberCote Industries, Inc.)
        and Geoffrey Etherington, II regarding real
        property located at 172 East Aurora Street,
        Waterbury, Connecticut..................

10.07(a)Amendment to Lease dated December 21, 1992 to
        Lease dated April 15, 1988 (see Exhibit 10.07
        hereto) between FiberCote Industries, Inc. and
        Geoffrey Etherington II regarding real property
        located at 172 East Aurora Street, Waterbury, Con
        necticut.........................................
        ..........

10.07(b)Letter dated June 30, 1997 from FiberCote
        Industries, Inc. to Geoffrey Etherington II
        extending the Lease dated April 15, 1988 (see
        Exhibit 10.07 hereto) between FiberCote
        Industries, Inc. and Geoffrey Etherington II
        regarding real property  located  at  172  East
        Aurora  Street, Waterbury Connecticut. (Reference
        is made to Exhibit 10.08(b) of the Company's
        Annual Report on Form 10-K for the fiscal year       -
        ended March 1, 1998, Commission File No. 1-4415,
        which is incorporated herein by
        reference.).........................

10.08   Lease dated August 31, 1989 between Nelco
        Technology, Inc. and Cemanudi Associates
        regarding real property located at 1104 West
        Geneva Drive, Tempe, Arizona.....................

10.08(a)First Amendment to Lease dated October 21, 1994
        to Lease dated August 31, 1989 (see Exhibit 10.08
        hereto) between Nelco Technology, Inc. and
        Cemanudi Associates regarding real property
        located at 1104 West Geneva Drive, Tempe,
        Arizona..........................................

10.10   Lease dated December 12, 1990 between Neltec,
        Inc. and NZ Properties, Inc. regarding real          -
        property located at 1420 W. 12th Place, Tempe,
        Arizona. (Reference is made to Exhibit 10.13 of
        the Company's Annual Report on Form 10-K for the
        fiscal year ended March 2, 1997, Commission File
        No. 1-4415, which is incorporated herein by
        reference.)..........

10.10(a)Letter dated January 8, 1996 from Neltec, Inc. to
        NZ Properties, Inc. exercising its option to
        extend the Lease dated December 12, 1990 (see
        Exhibit 10.10 hereto) between Neltec, Inc. and NZ
        Properties, Inc. regarding real property located
        at 1420 W. 12th Place, Tempe, Arizona. (Reference
        is made to Exhibit 10.13(a) of the Company's
        Annual Report on Form 10-K for the fiscal year
        ended March 2, 1997, Commission File No. 1-4415,     -
        which is incorporated herein by
        reference.)......................................

10.12   Tenancy Agreement dated October 8, 1992 between
        Nelco Products Pte. Ltd. and Jurong Town
        Corporation regarding real property located at 36
        Gul Lane, Jurong Town, Singapore. (Reference is
        made to Exhibit 10.18 of the Company's Annual
        Report on Form 10-K for the fiscal year ended
        February 28, 1993, Commission File No. 1-4415,       -
        which is incorporated herein by
        reference.)......................................

10.12(a)Tenancy Agreement dated November 3, 1995 between
        Nelco Products Pte. Ltd. and Jurong Town
        Corporation regarding real property located at 36
        Gul Lane, Jurong Town, Singapore. (Reference is
        made to Exhibit 10.16(a) of the Company's Annual
        Report on Form 10-K for the fiscal year ended
        March 2, 1997, Commission File No. 1-4415, which     -
        is incorporated herein by
        reference.).........................

10.13   Lease Contract dated February 26, 1988 between
        the New York State Department of Transportation
        and the Edgewater Stewart Company regarding real
        property located at 15 Governor Drive in the
        Stewart International Airport Industrial Park,
        New Windsor, New York.....................

10.13(a)Assignment and Assumption of Lease dated February
        16, 1995 between New England Laminates Co., Inc.
        and the Edgewater Stewart Company regarding the
        assignment of the Lease Contract (see Exhibit
        10.13 hereto) for the real property located at 15
        Governor Drive in the Stewart International
        Airport Industrial Park, New Windsor, New
        York.............

10.13(b)Lease Amendment No. 1 dated February 17, 1995
        between New England Laminates Co., Inc. and the
        New York State Department of Transportation to
        Lease Contract dated February 26, 1988 (see
        Exhibit 10.13 hereto) regarding the real property
        located at 15 Governor Drive in the Stewart
        International Airport Industrial Park, New
        Windsor, New York.............

10.14   Sale and Purchase Agreement dated 29 October 1997
        between Dieter G. Weiss, Lothar Hubert Reinartz,
        Nelco International Corporation and Park
        Electrochemical Corp. relating to the sale and
        purchase of shares of capital in Dielektra GmbH.
        (Reference is made to Exhibit 10.01 of the
        Company's Quarterly Report on Form 10-Q for the
        fiscal quarter ended November 30, 1997,              -
        Commission File No. 1-4415, which is incorporated
        herein by reference.)..........

21.01   Subsidiaries of the
        Company................................

23.01   Consent of Ernst & Young
        LLP...............................

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex303.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 3.03
                          BY-LAWS

                             OF

                 PARK ELECTROCHEMICAL CORP.

                         ARTICLE I

                          OFFICES

         Section  1.  Principal Office.  The principal office  of
the Corporation shall be in the City and State of New York.

         Section 2. Other Offices.  The Corporation may also have
offices  at  such  other place or places within and  without  the
State of New York as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                         ARTICLE II

                   STOCKHOLDERS' MEETINGS

         Section  1.  Annual  Meetings.  The  annual  meeting  of
shareholders  of  the Corporation shall be  held  on  the  fourth
Wednesday  in June of each year (or if said day be a  legal  holi
day, then on the next succeeding day not a legal holiday), at ten
o'clock A.M., at the principal office of the Corporation  in  the
State  of New York, or at such other place within or without  the
State  of New York and at such other time and on such other  date
as  may  be determined by the Board of Directors and as shall  be
designated  in  the notice of said meeting, for  the  purpose  of
electing directors and for the transaction of such other business
as may properly be brought before the meeting.

         Section 2. Special-Meetings.   Special Meetings  of  the
stockholders  shall  be  held  at the  principal  office  of  the
Corporation  in  the State of New York, or at  such  other  place
within  the State of New York as may be designated in the  notice
of  said  meeting, by resolution of the Board of  Directors,  and
shall  be  called by the Chairman of the Board, the President  or
the Secretary at the request in writing of stockholders owning of
record   at  least  eighty  percent  (80%)  of  the  issued   and
outstanding shares of stock of the Corporation entitled  to  vote
thereat.

        Section 3. Notice of Purpose of Meetings.  Written notice
of  the  purpose or purposes and of the time and place  of  every
meeting  of  shareholders shall be given by the Chairman  of  the
Board,  the  President, the Secretary or an  Assistant  Secretary
either  personally  or by mail or by any other  lawful  means  of
communication not less than ten nor more than fifty  days  before
the  meeting to each shareholder of record entitled  to  vote  at
such  meeting.  If mailed, such notice shall be directed to  each
shareholder at his address as it appears on the stock book unless
he  shall  have  filed with the Secretary of  the  Corporation  a
written  request that notices intended for him be mailed to  some
other address, in which case it shall be mailed or transmitted to
the  address designated in such request.  Except where  otherwise
required  by  law, notice of any adjourned meeting of  the  share
holders of the Corporation shall not be required to be given.

         Section  4. Quorum.  A quorum at all meetings  of  stock
holders  shall consist of the holders of record of a majority  of
the  shares  of stock of the Corporation, issued and outstanding,
entitled  to vote at the meeting, present in person or by  proxy,
except  as  otherwise provided by law or by  the  Certificate  of
Incorporation.  In the absence of a quorum at any meeting or  any
adjournment thereof, a majority of those present in person or  by
proxy and entitled to vote may adjourn such meeting from time  to
time.  At any such adjourned meeting at which a quorum is present
any  business may be transacted which might have been  transacted
at the meeting as originally called.

         Section  5.  Organization.  Meetings of the stockholders
shall be presided over by the Chairman of the Board, or if he  is
not  present, by the President, or if neither the Chairman of the
Board nor the President is present, by any Vice President, or  in
the  absence  of such officers, by a chairman to be chosen  by  a
majority of the stockholders entitled to vote who are present  in
person  or by proxy at the meeting.  The Secretary of the Corpora
tion,  or  in his absence, an Assistant Secretary, shall  act  as
secretary of every meeting, but if neither the Secretary  nor  an
Assistant  Secretary  is present, the meeting  shall  choose  any
person present to act as secretary of the meeting.

         Section 6. Voting.  Except as otherwise provided in  the
Certificate of Incorporation or by law, at every meeting  of  the
stockholders each stockholder of record entitled to vote at  such
meeting shall have one vote in person or by proxy for each share-
of  stock having voting rights held by him and registered in  his
name  on  the  books of the Corporation.  Any vote on  shares  of
stock of the Corporation may be given by the stockholder entitled
thereto in person or by his proxy appointed by an instrument  in,
writing,  subscribed  by  such stockholder  or  by  his  attorney
thereunto  authorized  and delivered  to  the  secretary  of  the
meeting.  Except as otherwise required by law, by the Certificate
of  Incorporation or these By-Laws, all matters coming before any
meeting of the stockholders shall be decided by the vote  of  the
holders of a majority of the shares of stock present in person or
by  proxy  at such meeting, a quorum being present.  At all  elec
tions of directors the voting may but need not be by ballot.

         Section 7. Inspectors of Election.  At all elections  of
directors, or in any other case in which inspectors may act,  two
inspectors of election shall be appointed by the chairman of  the
meeting, except as otherwise provided by law.  The inspectors  of
election  shall take and subscribe an oath faithfully to  execute
the  duties  of inspectors at such meeting with strict impartiali
ty,  and  according to the best of their ability, and shall  take
charge  of  the  polls and after the vote shall have  been  taken
shall  make a certificate of the result thereof, but no  director
or  candidate  for the office of director shall be  appointed  as
such  inspector.  If there be a failure to appoint inspectors  or
if  any inspector appointed be absent or refuse to act, or if his
office become vacant, the stockholders present at the meeting may
choose the required number of temporary inspectors.

         Section  8.  Fixing  Record Date.  For  the  purpose  of
determining the shareholders entitled to notice of or to vote  at
any  meeting  of shareholders or any adjournment thereof,  or  to
express  consent to or dissent from any proposal without  a  meet
ing,  or for the purpose of determining the shareholders entitled
to  receive  payment  of any dividend or  the  allotment  of  any
rights,  or  for the purpose of any other action,  the  Board  of
Directors may fix, in advance, a date as the record date for  any
such  determination of shareholders.  Such date shall not be more
than  sixty nor less than ten days before the date of  such  meet
ing, nor more than sixty days prior to any other action.

        Section 9.  Notice of Stockholder Nominees.  Only persons
who are nominated in accordance with the following procedures set
forth  in  these By-Laws shall be eligible for election as  direc
tors of the Corporation.  Nominations of persons for election  to
the Board of Directors may be made at any annual meeting of stock
holders (a) by or at the direction of the Board of Directors  (or
any  duly authorized committee thereof) or (b) by any stockholder
of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 9 and on
the record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 9.

         In addition to any other applicable requirements, for  a
nomination  to  be  made by a stockholder, such stockholder  must
have  given timely notice thereof in proper written form  to  the
Secretary of the Corporation.

         To  be  timely, a stockholder's notice to the  Secretary
must  be  delivered to or mailed and received  at  the  principal
executive  offices of the Corporation not less than  ninety  (90)
days  nor  more than one hundred twenty (120) days prior  to  the
anniversary date of the immediately preceding annual  meeting  of
stockholders;  provided, however, that  in  the  event  that  the
annual  meeting  is called for a date that is not  within  thirty
(30)  days before or after such anniversary date, notice  by  the
stockholder in order to be timely must be so received  not  later
than the close of business on the tenth (10th) day following  the
day  on which notice of the date of the annual meeting was mailed
or  public disclosure of the date of the annual meeting was made,
whichever first occurs.

         To be in proper written form, a stockholder's notice  to
the  Secretary  must  set forth (a) as to each  person  whom  the
stockholder  proposes to nominate for election as a director  (i)
the  name, age, business address and residence address of the per
son,  (ii) the principal occupation or employment of the  person,
(iii)  the class or series and number of shares of capital  stock
of  the Corporation which are owned beneficially or of record  by
the  person and (iv) any other information relating to the person
that  would  be required to be disclosed in a proxy statement  or
other   filings   required  to  be  made   in   connection   with
solicitations  of proxies for election of directors  pursuant  to
Section  14  of the Securities Exchange Act of 1934,  as  amended
(the  "Exchange Act"), and the rules and regulations  promulgated
thereunder; and (b) as to the stockholder giving the  notice  (i)
the  name and record address of such stockholder, (ii) the  class
or   series  and  number  of  shares  of  capital  stock  of  the
Corporation  which are owned beneficially or of  record  by  such
stockholder,  (iii)  a description of all arrangements  or  under
standings between such stockholder and each proposed nominee  and
any  other person or persons (including their names) pursuant  to
which the nomination(s) are to be made by such stockholder,  (iv)
a  representation  that such stockholder  intends  to  appear  in
person  or by proxy at the annual meeting to nominate the persons
named  in  its notice and (v) any other information  relating  to
such  stockholder  that would be required to be  disclosed  in  a
proxy  statement  or  other  filings  required  to  be  made   in
connection   with  solicitations  of  proxies  for  election   of
directors  pursuant  to Section 14 of the Exchange  Act  and  the
rules  and regulations promulgated thereunder.  Such notice  must
be  accompanied by a written consent of each proposed nominee  to
be named as a nominee and to serve as a director if elected.

        No person shall be eligible for election as a director of
the   Corporation  unless  nominated  in  accordance   with   the
procedures set forth in this Section 9.  If the Chairman  of  the
annual meeting determines that a nomination was not made in accor
dance  with the foregoing procedures, the Chairman shall  declare
to  the  meeting  that  the nomination  was  defective  and  such
defective nomination shall be disregarded.

        Section 10.  Notice of Stockholder Business.  No business
may  be  transacted  at an annual meeting of stockholders,  other
than  business  that is either (a) specified  in  the  notice  of
meeting  (or any supplement thereto) given by or at the direction
of  the  Board  of  Directors (or any duly  authorized  committee
thereof),  (b)  otherwise  properly  brought  before  the  annual
meeting by or at the direction of the Board of Directors (or  any
duly  authorized  committee thereof) or  (c)  otherwise  properly
brought before the annual meeting by any stockholder of the Corpo
ration  (i)  who is a stockholder of record on the  date  of  the
giving  of the notice provided for in this Section 10 and on  the
record  date  for the determination of stockholders  entitled  to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 10.

         In  addition  to  any other applicable requirement,  for
business  to  be properly brought before an annual meeting  by  a
stockholder,  such  stockholder must  have  given  timely  notice
thereof  in  proper written form to the Secretary of the  Corpora
tion.

         To  be  timely, a stockholder's notice to the  Secretary
must  be  delivered to or mailed and received  at  the  principal
executive  offices of the Corporation not less than  ninety  (90)
days  nor  more than one hundred twenty (120) days prior  to  the
anniversary date of the immediately preceding annual  meeting  of
stockholders;  provided, however, that  in  the  event  that  the
annual  meeting  is called for a date that is not  within  thirty
(30)  days before or after such anniversary date, notice  by  the
stockholder in order to be timely must be so received  not  later
than the close of business on the tenth (10th) day following  the
day  on which notice of the date of the annual meeting was mailed
or  public disclosure of the date of the annual meeting was made,
whichever first occurs.

         To be in proper written form, a stockholder's notice  to
the  Secretary must set forth as to each matter such  stockholder
proposes  to  bring  before  the  annual  meeting  (i)  a   brief
description  of  the  business desired to be brought  before  the
annual  meeting and the reasons for conducting such  business  at
the  annual  meeting, (ii) the name and record  address  of  such
stockholder,  (iii) the class or series and number of  shares  of
capital stock of the Corporation which are owned beneficially  or
of  record by such stockholder, (iv) a description of all arrange
ments  or  understandings between such stockholder and any  other
person or persons (including their names) in connection with  the
proposal  of  such business by such stockholder and any  material
interest  of  such  stockholder  in  such  business  and  (v)   a
representation that such stockholder intends to appear in  person
or  by  proxy at the annual meeting to bring such business before
the meeting.

         No business shall be conducted at the annual meeting  of
stockholders except business brought before the annual meeting in
accordance  with  the procedures set forth in  this  Section  10,
provided, however, that, once business has been properly  brought
before  the  annual meeting in accordance with  such  procedures,
nothing in this Section 10 shall be deemed to preclude discussion
by  any stockholder of any such business.  If the Chairman of  an
annual  meeting determines that business was not properly brought
before  the  annual  meeting  in accordance  with  the  foregoing
procedures,  the Chairman shall declare to the meeting  that  the
business  was  not properly brought before the meeting  and  such
business shall not be transacted.





                        ARTICLE III

                         DIRECTORS

         Section 1. Powers, Number, Qualification, Term,  Quorum,
Vacancies.  The property, affairs and business of the Corporation
shall  be  managed by its Board of Directors, consisting  of  not
less  than five nor more than fifteen persons.  The exact  number
of directors within the maximum and minimum limitations specified
shall  be  fixed from time to time by resolution of the Board  of
Directors.   Directors need not be stockholders  of  the  Corpora
tion.   All directors shall be of full age and at least one shall
be  a citizen of the United States and a resident of the State of
New  York.  Directors shall be elected at the annual meeting  and
until their successors, shall be elected and shall qualify.

         Section  2.  Quorum.  A majority of the members  of  the
Board  of  Directors then in office, acting  at  a  meeting  duly
assembled,  shall  constitute a quorum  for  the  transaction  of
business,  but if at any meeting of the Board of Directors  there
shall  be less than a quorum present, a majority of those present
may  adjourn the meeting without further notice from time to time
until  a  quorum shall have been obtained.  Any act of a majority
of  directors  present at a meeting at which there  is  a  quorum
shall  be  the act of the Board of Directors, except as otherwise
specifically provided in the By-Laws.

         Section  3.  Vacancies.  In case one or  more  vacancies
shall  occur on the Board of Directors by reason of death,  resig
nation, increase in the number of directors or otherwise,  except
insofar  as  otherwise provided in these By-Laws,  the  remaining
directors, although less than a quorum, may, by a majority  vote,
elect  successor  or additional directors.  A person  so  elected
shall  serve  only until the next annual meeting of  stockholders
and until his successor shall be elected and shall qualify.

         Section 4. Meetings.  Meetings of the Board of Directors
shall  be held at the principal office of the Corporation  or  at
such  other  place or places within or outside the State  of  New
York  as  may be specified in the notice of the meeting.  Regular
meetings of the Board of Directors shall be held at such times as
may  from  time to time be fixed by resolution of  the  Board  of
Directors, and special meetings may be held at any time upon  the
call  of  the Chairman of the Board or the President or  any  two
directors  by oral, telegraphic or written notice duly served  on
or  sent or mailed to each director not less than two days before
such  meeting.  A meeting of the Board of Directors may  be  held
without  notice  immediately after the annual  meeting  of  stock
holders.   Notice  need not be given of regular meetings  of  the
Board  of Directors when fixed by resolution as above set  forth.
Meetings  may  be  held at any time without  notice  if  all  the
directors  are  present, or if at any time before  or  after  the
meeting those not present waive notice of the meeting in writing.

         Section 5. Removal of Directors.  At any special meeting
of  the  stockholders, duly called as provided in these  By-Laws,
any  director or directors may, by the affirmative  vote  of  the
holders  of  a  majority  of  the  shares  of  stock  issued  and
outstanding  and entitled to vote for the election of  directors,
be  removed  from  office for cause, and his successor  or  their
successors may be elected at such meeting; or the remaining direc
tors  may,  to  the  extent vacancies  are  not  filled  by  such
election, fill any vacancy or vacancies created by such  removal.
Stockholders may not remove directors without cause.

         Section  6. Executive Committee.  An Executive Committee
of three or more directors may be designated by resolution passed
by  a  majority of the whole Board of Directors.  The  act  of  a
majority of the members of said Committee shall be the act of the
Committee,  and  said Committee may meet at stated  times  or  on
notice.   Whenever the Board of Directors is not  in  session  or
whenever  a quorum of the Board of Directors fails to attend  any
regular  or  special meeting of the Board, said  Committee  shall
advise  with and aid the officers of the Corporation in  all  mat
ters  concerning its interests and the management of its business
and  affairs, and generally perform such duties and exercise such
powers  as may be performed and exercised by the Board  of  Direc
tors  from  time to time, and the Executive Committee shall  have
the  power to authorize the seal of the Corporation to be affixed
to  all  papers which may require it and, insofar as may  be  per
mitted by law, exercise the powers and perform the obligations of
the  Board  of  Directors.  The Board of Directors may  also  des
ignate  one  or more committees in addition to the Executive  Com
mittee  by resolution or resolutions passed by a majority of  the
whole Board of Directors; such committee or committees to consist
of three or more directors of the Corporation, and, to the extent
provided in the resolution or resolutions designating them, shall
have  or  may exercise the specific powers of the Board of  Direc
tors  in the management of the business and affairs of the  Corpo
ration.   Such  committee or committees shall have such  name  or
names  as  may  be  determined from time to  time  by  resolution
adopted by the Board of Directors.

         Section 7. Compensation of Directors.  Directors may  by
resolution-of the Board of Directors, be allowed a fixed sum  and
expenses  for  attendance at regular or special meetings  of  the
Board  of Directors; provided that nothing herein contained shall
be  construed to preclude any director from serving  the  Corpora
tion  in  any other capacity and receiving compensation therefor.
Members of special or standing committees, and others who  attend
pursuant to direction, may, by vote of the Board of Directors  be
allowed  a  like  fixed sum and expenses for attending  committee
meetings.

         Section 8. Action by Written Consent in lieu of Meeting.
Any  action  required or permitted to be taken by  the  Board  of
Directors of the Corporation or of any committee thereof  may  be
taken  without a meeting if all members of the Board of Directors
or of any committee thereof consent in writing to the adoption of
a resolution authorizing the action.

         Section 9. Action by Conference Call.  Any one  or  more
members  of the Board of Directors of the Corporation or  of  any
committee thereof may participate in a meeting of said  Board  or
of  any  such  committee  by means of a conference  telephone  or
similar  communications equipment allowing all persons participat
ing in the meeting to hear each other at the same time.


                         ARTICLE IV

                          OFFICERS

         Section  1.  Election.  The Board of  Directors  at  its
meeting held immediately after the annual meeting of stockholders
shall  elect  a Chairman of the Board, a President, one  or  more
Vice  Presidents, a Secretary and a Treasurer.  From time to time
the  Board  of  Directors may appoint such Assistant  Vice  Presi
dents, Assistant Secretaries, Assistant Treasurers and such other
officers,  agents and employees as it may deem proper.   Any  two
offices  may  be  held by the same person.  The Chairman  of  the
Board and the President shall be chosen from among the directors.

         Section 2. Term and Removal.  The term of office of  all
officers  shall be one year and until their respective successors
are  elected  and  qualify but any officer may  be  removed  from
office  either with or without cause at any time by  the  affirma
tive  vote of a majority of the members of the Board of Directors
then  in office.  A vacancy in any office arising from any  cause
may be filled by the Board of Directors.

         Section 3. Chairman of the Board.  The Chairman  of  the
Board shall preside at all meetings of the Board of Directors and
stockholders.

         Section  4.  President.   The President  shall,  in  the
absence of the Chairman of the Board, preside at all meetings  of
the  Board  of  Directors and stockholders.  He shall  have  such
other  duties and powers as may be assigned to him from  time  to
time by the Board of Directors.

         Section  5. Vice Presidents.  The Vice Presidents  shall
have such powers and discharge such duties as may be assigned  to
them from time to time by the Board of Directors.


         Section  6.  Treasurer.  The Treasurer  shall  have  the
custody of all the funds and securities of the Corporation.  When
necessary  or  proper he shall endorse on behalf of  the  Corpora
tion,  for  collection, checks, notes and other  obligations  and
shall  deposit the same to the credit of the Corporation in  such
bank  or banks, or depositories as may be designated by the Board
of  Directors, or by any officer acting under authority conferred
by  the  Board of Directors.  Whenever required by the  Board  of
Directors, he shall render an account of all his transactions  as
Treasurer and of the financial condition of the Corporation.   He
shall  give bond for the faithful discharge of his duties if  the
Board  of  Directors so requires.  He shall do and  perform  such
other  duties as may be assigned to him from time to time by  the
Board of Directors.

         Section  7. Secretary.  The Secretary shall  attend  all
meetings  of  the stockholders and all meetings of the  Board  of
Directors,  and record all votes and the minutes of  all  proceed
ings  in  a  book to be kept for that purpose; and shall  perform
like  duties  for  other committees when so required.   He  shall
give,  or  cause to be given, notice of all meetings of stockhold
ers  and  of the Board of Directors and of committees  and  shall
perform  such other duties as may be prescribed by the  Board  of
Directors.  He shall keep in safe custody the seal of  the  Corpo
ration  and affix the same to any instrument whose execution  has
been  authorized.  He shall do and perform such other  duties  as
may  be  assigned to him from time to time by the Board of  Direc
tors.

         Section  8.  Assistant  Officers.   The  Assistant  Vice
Presidents,  the  Assistant Secretaries and  the  Assistant  Trea
surers  shall,  in the order of their respective seniorities,  in
the  absence  or disability of the Vice Presidents, Secretary  or
Treasurer,  respectively, perform the duties of such officer  and
shall  perform  such other duties as the Board of  Directors  may
from time to time prescribe.


                         ARTICLE V

                   CERTIFICATES OF STOCK

         Section  1.  Form and Transfers.  The interest  of  each
stockholder of the Corporation shall be evidenced by certificates
for  shares  of stock certifying the number of shares represented
thereby  and  in such form, not inconsistent with the Certificate
of Incorporation, as the Board of Directors may from time to time
prescribe.

        The certificates of stock shall be signed by the Chairman
of  the  Board or the President or a Vice President  and  by  the
Secretary  or  an  Assistant Secretary or  the  Treasurer  or  an
Assistant Treasurer, and sealed with the seal of the Corporation.
Such  seal  may be a facsimile, engraved or printed.   Where  any
such  certificate is signed by a transfer agent, or by a transfer
clerk  and registrar, the signature of the Chairman of the Board,
President,   Vice  President,  Secretary,  Assistant   Secretary,
Treasurer  or  Assistant Treasurer upon such certificate  may  be
facsimiles,  engraved or printed.  In case any such  officer  who
has signed or whose facsimile signature has been placed upon such
certificate  shall have ceased to be such before such certificate
is  issued,  it  may be issued by the Corporation with  the  same
effect  as if such officer had not ceased to be such at the  time
of its issue.

         Transfers of shares of stock of the Corporation shall be
made  only  on  the  books of the Corporation by  the  registered
holder thereof, or by his attorney thereunto authorized by  power
of  attorney  duly executed and filed with the Secretary  of  the
Corporation,  or  with  a  transfer clerk  or  a  transfer  agent
appointed  as in section 4 of this Article provided, and  on  sur
render  of  the certificate or certificates for such shares  prop
erly  endorsed and the payment of all taxes thereon.  The  person
in  whose name shares of stock stand on the books of the  Corpora
tion  shall  be  deemed the owner thereof  for  all  purposes  as
regards  the Corporation.  The Board of Directors may, from  time
to  time,  make such additional rules and regulations as  it  may
deem  expedient, not inconsistent with these By-Laws,  concerning
the  issue, transfer and registration of certificates for  shares
of stock of the Corporation.

          Section   2.  Lost,  Stolen,  Destroyed,  or  Mutilated
Certificates.  No certificate for shares of stock  of  the  Corpo
ration  shall  be issued in place of any certificate  alleged  to
have been lost, destroyed or stolen, except on production of such
evidence  of  such loss, destruction or theft  as  the  Board  of
Directors may require and on delivery to the Corporation, if  the
Board  of  Directors shall so require, of a bond of indemnity  in
such amount, containing such terms and secured by such surety  as
the  Board of Directors may in its discretion require.  The Board
of  Directors shall have the right from time to time to prescribe
such  rules and procedures as it shall deem advisable with regard
to  lost,  stolen,  destroyed or mutilated certificates  and  the
issuance of new shares of this Corporation in place thereof.

         Section  3. Transfer Agent and Registrar.  The Board  of
Directors may appoint one or more registrars, and may require all
certificates  for  shares  of stock  to  bear  the  signature  or
signatures of any of them.

                         ARTICLE VI

                       CORPORATE SEAL

         The  corporate seal of the Corporation shall consist  of
two  concentric circles, between which shall be the name  of  the
Corporation, and in the center shall be inscribed the year of its
incorporation and the words, "Corporate Seal, New York."





                        ARTICLE VII

                         AMENDMENTS

         These  By-Laws  may be amended, altered or  repealed  or
additional By-Laws adopted at any meeting of the Board  of  Direc
tors  by  the vote of a majority of the directors then in office.
These  By-Laws, and any amendments thereto and new By-Laws  added
by  the  directors  may be amended, altered or  repealed  by  the
stockholders at any annual or special meeting of the stockholders
provided notice of such action shall have been contained  in  the
notice of meeting.


                        ARTICLE VIII

                      INDEMNIFICATION

          Section  1.  Definitions.   "Action"'  shall  mean  any
threatened,  pending or completed legal action,  lawsuit  or  pro
ceeding,   whether  civil,  criminal,  administrative  or   inves
tigative,  including without limitation any action by or  in  the
right of the Corporation to procure a judgment in its favor.

         "Indemnitee" shall mean a person who was or is a  party,
or  is  threatened to be made a party, to an Action by reason  of
the  fact  that  such  person  (or  such  person's  testator   or
intestate,  in  which case both such person and his  testator  or
intestate shall be deemed the Indemnitee) is or was or has agreed
to  become a director or officer of the Corporation, or is or was
serving  or has agreed to serve at the request of the Corporation
as  a  director,  officer or trustee of or in a similar  capacity
with another corporation, partnership, joint venture, trust, plan
or  other enterprise, or by reason of any action alleged to  have
been taken or omitted in such capacity.

         "Costs"  shall mean all amounts actually paid by  or  on
behalf  of  an Indemnitee (i) on account of judgments, fines  and
penalties  incurred  in connection with an  Action,  or  (ii)  in
settlement of an Action.

          "Expenses"   shall  mean  all  expenses  actually   and
reasonably  incurred  by  or  on  behalf  of  an  Indemnitee   in
connection  with  an  Action, whether or not  the  Indemnitee  is
successful on the merits, including without limitation,  expenses
of  investigation,  judicial  or administrative  proceedings  and
appeals,  attorneys'  fees  and disbursements,  and  expenses  of
establishing or defending a right to indemnification  under  this
Article.

        "Act" shall mean Sections 721 through 726 of the Business
Corporation  Law  of  the  State of New York  or  any  comparable
provisions  of New York law hereafter enacted applicable  to  the
Corporation.

        Section 2. Indemnification and Advances of Expenses.  The
Corporation shall indemnify each Indemnitee against all Costs and
Expenses  of  each Action, unless such indemnification  shall  be
expressly  prohibited by Section 721 of the Act,  or  unless  the
Action (other than an Action instituted pursuant to Section 3  of
this  Article  VIII) shall have been initiated by the  Indemnitee
without  the  authorization  of the Board  of  Directors  of  the
Corporation.  Expenses for which indemnification is sought  under
this  Article shall be paid by the Corporation in advance of  any
final  disposition  of the Action at the written  request  of  an
Indemnitee, provided that the Indemnitee shall undertake to repay
amounts  advanced  to  the  extent  that  a  court  of  competent
jurisdiction  ultimately determines that the Indemnitee  was  not
entitled   to  such  indemnification.   Except  to   the   extent
prohibited  by  law, advances of Expenses shall be  paid  without
reference   to  the  Indemnitee's  financial  ability   to   make
repayment,  no  security  shall be required  therefor,  and  such
advances  shall not under any circumstances be claimable  against
the  Indemnitee's spouse, children, estate, heirs,  executors  or
administrators.  The Board of Directors may, by a  majority  vote
of  a  quorum consisting of directors who are not parties  to  an
Action,  and upon approval of an Indemnitee, authorize the  Corpo
ration's counsel to represent the Indemnitee in an Action.

         Section  3.  Procedure for Indemnification.   Any  indem
nification or advance of Expenses under Section 2 of this Article
shall be made promptly, and in any event within 45 days following
the  written  request of the Indemnitee, unless  a  determination
that the Indemnitee is not entitled to indemnification because he
has not met the applicable standard of conduct expressly required
by  Section 721 of the Act is made (1) by the Board of  Directors
by  a  majority vote of a quorum consisting of directors who  are
not  parties  to  such Action, or (2) if such  a  quorum  is  not
obtainable,  or, even if obtainable, if a quorum of disinterested
directors  so directs, by independent legal counsel in a  written
opinion,   or   (3)   by   the  shareholders.    The   right   to
indemnification and advances of Expenses under this Article shall
be  enforceable  by  the  Indemnitee in any  court  of  competent
jurisdiction if the Corporation denies such request, in whole  or
in part, or if no disposition thereof is made within 45 days.  It
shall  be  a  defense to any such action (other  than  an  action
brought to enforce a claim for the advance of Expenses where  the
required  undertaking, if any, has been received by  the  Corpora
tion) that the Indemnitee has not met the applicable standard  of
conduct  expressly required by the Act, but the burden of proving
such  defense  shall be on the Corporation and  neither  (i)  the
termination  of  any Action by judgment, order,  settlement,  con
viction, or upon a plea of nolo contendere or its equivalent, nor
(ii)  any  determination pursuant to the first sentence  of  this
Section  2,  shall,  of  itself, create a  presumption  that  the
Indemnitee  did  not  act in accordance  with  such  standard  of
conduct.



         Section  4.  Other Rights and Continuation of  Right  to
Indemnification.  The indemnification provided  by  this  Article
shall not be exclusive of all other rights to which an Indemnitee
seeking  indemnification is entitled under  any  law  (common  or
statutory), agreement, resolution of shareholders or directors or
otherwise, and nothing contained in this Article shall limit  the
right to indemnification or advancement of expenses to which  any
person  would  be entitled from the Corporation in  lieu  of,  in
addition  to  or in the absence of this Article.  The Corporation
is  hereby expressly authorized to grant other rights of  indemni
fication or advancement of expenses by resolution of shareholders
or   directors,  agreement  or  otherwise.   The  indemnification
provided  by this Article shall continue as to an Indemnitee  who
has  ceased to be a director, officer, trustee, committee member,
employee or agent, and shall inure to the benefit of the  estate,
heirs, executors and administrators of each Indemnitee.

        Section 5. Insurance.  The Corporation shall purchase and
maintain insurance on behalf of any person who is or was  or  has
agreed to become a director or officer of the Corporation, or  is
or  was  serving at the request of the Corporation as a director,
officer  or  trustee  of  or in a similar capacity  with  another
corporation,  partnership, joint venture, trust,  plan  or  other
enterprise against any liability asserted against such person and
incurred  by such person or on such person's behalf in  any  such
capacity,  or  arising  out  of such persons's  status  as  such,
whether  or not the Corporation would have the power to indemnify
such  person under the provisions of this Article VIII,  provided
that  such  insurance  is  available on  terms  acceptable  to  a
majority of the entire Board of Directors of the Corporation.

        Section 6. Contractual Rights; Conflicts.  The provisions
of  this  Article  VIII shall constitute a contract  between  the
Corporation   and  each  Indemnitee,  pursuant   to   which   the
Corporation and each such Indemnitee intend to be legally  bound.
No  repeal or modification of this Article VIII shall affect  any
rights  or  obligations then existing or thereafter arising  with
respect  to any state of facts then or theretofore existing.   In
the  event  any  rights  under this Article  VIII  are  expressly
prohibited  by  any provision of Article XIV of the Corporation's
Certificate of Incorporation as in effect on the date  this  Arti
cle  VIII is adopted, such provision of the Corporation's  Certif
icate  of  Incorporation shall be controlling unless subsequently
amended to eliminate such prohibition.

         Section  7. Severability.  If this Article VIII  or  any
portion hereof shall be invalidated on any ground by any court of
competent  jurisdiction, then the Corporation shall  nevertheless
indemnify  each  Indemnitee as to Costs  and  Expenses  and  make
advancements  thereof  to  the fullest extent  permitted  by  any
applicable portion of this Article VIII that shall not have  been
invalidated and to the fullest extent permitted by the Act.

[exhibits-02-3.03]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>ex301.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 3.01

                            RESTATED

                  CERTIFICATE OF INCORPORATION
                               OF
                   PARK ELECTROCHEMICAL CORP.



     Under Section 807 of the Business Corporation Law,

     The undersigned, being respectively a Vice President and the
Secretary  of  Park Electrochemical Corp., for  the  purposes  of
changing and restating the Certificate of Incorporation  of  Park
Electrochemical  Corp., pursuant to Section 807 of  the  Business
Corporation  Law of the State of New York, do hereby  certify  as
follows:

       1.     (a)    The  name  of  the  corporation   is   "PARK
ELECTROCHEMICAL CORP.,

     (b)  The corporation was originally formed under the name of
"Park Name Plate Inc.".

     2.   The Certificate of Incorporation of the corporation was
filed by the Department of State on the 31st day of March, 1954.

      3.   The Certificate of Incorporation of the corporation is
hereby  changed  to  effect the following changes  authorized  by
paragraph (b) of Section 803 of the Business Corporation Laws.

          (a) to change the location of the office of the Corpora
tion  from the City of New York, County of New York and State  of
New York, to: the County of Nassau and State of New York.

           (b)  to  change the address to which the Secretary  of
State  of  the State of New York in directed to mail  a  copy  of
process in any action or proceeding against the corporation which
may  be  served upon him from: Parker, Chapin and Flattau, Esqs.,
530   Fifth   Avenue,  New  York  10036  New   York,   to:   Park
Electrochemical  Corp., 5 Dakota Drive, Lake  Success,  New  York
11042, Attention: General Counsel.

     The text of the Certificate of Incorporation of the corpora-
ion  is  hereby  restated as heretofore amended  and  as  changed
hereby to read in full as set forth in Paragraph 4 hereof.







4.                CERTIFICATE OF INCORPORATION
                               OF
                   PARK ELECTROCHEMICAL CORP.

I.   The  name  of  the corporation shall be PARK ELECTROCHEMICAL
     CORP.

II.  The purposes for which the corporation is formed are,

     A.    To carry on the general business of manufacturing  and
     distributing metal nameplates and decorative trim and  other
     components and/or products and generally to do all acts  and
     things  which may be necessary or convenient to  the further
     ance of the aforementioned purposes.

     B.   To acquire, and pay for in cash, stock or bonds of this
     corporation or otherwise, the goodwill, rights,  assets  and
     property, and to undertake or assume the whole or  any  part
     of  the  obligations  or liabilities of  any  person,  firm,
     association or corporation.

     C.    To manufacture, purchase, or otherwise acquire in  any
     lawful  manner,  and to hold, own, mortgage,  pledge,  sell,
     transfer,  convert, store, import, export  or  deal  in  any
     other  manner, dispose of and to invest, trade, deal in  and
     deal  with  all  goods, wares, merchandise and  property  of
     every class and description.

     D.    To  acquire,  hold,  use, sell, assign,  lease,  grant
     licenses  in  respect of, mortgage or otherwise  dispose  of
     letters  patent of the United States or any foreign  country
     patent  rights inventions, improvements and processes,  copy
     rights, trademarks and trade names, relating to or useful in
     connection with any business of this corporation.

     E.    To acquire by purchase, subscription or otherwise, and
     to  receive,  hold, own, guarantee, sell, assign,  exchange,
     transfer, mortgage, pledge or otherwise dispose of  or  deal
     in  and with any of the shares of the capital stock, or  any
     voting  trust  certificates in  respect  of  the  shares  of
     capital  stock, scrip, warrants, rights, bonds,  debentures,
     notes,  trust  receipts, and other securities,  obligations,
     choses  in action and evidences of indebtedness or  interest
     issued   or   created  by  any  corporations,  joint   stock
     companies,  syndicates, associations,  partnerships,  firms,
     trusts  or  persons, public or private, or by the government
     of   the  United  States  of  America,  or  by  any  foreign
     government,   or   by   any   state   territory,   province,
     municipality  or  other  political  subdivision  or  by  any
     governmental  agency, and as owner thereof, to  possess  and
     exercise  all  the  rights do any and all  acts  and  things
     necessary  or  advisable  for the preservation,  protection,
     improvement and enhancement in value thereof.


     F.    To borrow, or raise moneys for any of the purposes  of
     the corporation, and, from time to time without limit as  to
     amount,  to draw, make, accept, endorse, execute  and  issue
     promissory notes, drafts,bills of exchange, warrants, bonds,
     debentures    and   other   negotiable   or   non-negotiable
     instruments and evidences of indebtedness, and to secure the
     payment  of  any  thereof  and of the  interest  thereon  by
     mortgage upon, pledge, conveyance or assignment in trust  of
     the  whole  or  any part of the property of the corporation,
     whether  at  the time owned or thereafter acquired,  and  to
     sell,  pledge or otherwise  dispose of such bonds  or  other
     obligations of the corporation for its Corporate purposes.

     To make any guarantee respecting dividends, shares of stock,
     bonds,  debentures,  contracts or other obligations  to  the
     extent  that  such  power may be exercised  by  corporations
     organized under the Stock Corporation Law.

     G.   To loan to any person, firm, partnership or corporation
     any of its surplus funds, either with or without security.

     H.    To purchase, hold, sell and transfer the shares of its
     capital  stock;  provided it shall  not  use  its  funds  or
     property for the purchase of its own shares of capital stock
     when  such  use  would cause any impairment of  its  capital
     except  as otherwise permitted by law, and provided  further
     that  shares of its own capital stock belonging to it  shall
     not be voted upon directly or indirectly.

     I.    To have one or more offices, to carry on all or any of
     its operations and business and without restriction or limit
     as  to  amount to purchase or otherwise acquire, hold,  own,
     mortgage,  sell, convey or otherwise dispose  of,  real  and
     personal property of every class and description in  any  of
     the states, districts, territories or colonies of the United
     states, and in any and all foreign countries, subject to the
     laws of such state, district, territory, colony or country.

     J.   To enter into, make, perform and carry out contracts of
     every kind, which may be necessary for or incidental to  the
     business  of the corporation with any person, firm,  corpora
     tion, private, public or municipal, body politic, under  the
     government of the United States, or any territory  district,
     protectorate,  dependency or insular or other possession  or
     acquisition of the United States, or any foreign governments
     so  far as, and to the extent that, the same may be done and
     performed by a corporation organized under the Stock Corpora
     tion Law.

     K.     To   do  any  and  all  things  necessary,  suitable,
     convenient  or  proper  for,  or  in  connection  with,   or
     incidental to, the accomplishment of any of the purposes  or
     the  attainment  of  any one or more of the  objects  herein
     enumerated,  or designed directly or indirectly  to  promote
     the interests of the corporation, or to enhance the value of
     any  of  its  properties and in general to do  any  and  all
     things  and exercise any and all powers which it may now  or
     hereafter be lawful for the corporation to do or to exercise
     under any of the laws of the State of New York that may  now
     or hereafter be applicable to the corporation.

      L.    The  purposes and powers specified in  the  foregoing
clauses  are  to  be construed both as purposes  and  powers  and
shall,  except where otherwise expressed be in no way limited  or
restricted  by reference to or inference from, the terms  of  any
other  clause  in  this  certificate of  incorporation,  but  the
purposes and powers specified in each of the foregoing clauses of
this  article  shall  be  regarded as  independent  purposes  and
powers.


III.  The aggregate number of shares which the Corporation  shall
have  authority  to issue shall consist of 15,000,000  shares  of
Common  Stock  of  the par value of $.10 per share,  And  500,000
shares  of Preferred stock of the par value of $1 per share.  The
Preferred   stock   shall  be  issuable  in  series   with   such
designations relative rights, preferences and limitations as  may
be fixed from time to time by the Board of Directors.

     The designations, relative voting, dividend, liquidation and
other  right, preferences and limitations of the Preferred  Stock
(unless otherwise fixed by the Board of Directors) and the Common
Stock are as follows:

     1.    The shares of Preferred Stock may be divided into  and
     issued  in one or more series, and each series shall  be  so
     designated so as to distinguish the shares thereof from  the
     shares  of  all other series. All shares of Preferred  Stock
     shall  be  identical except in respect of particulars  which
     may  be  fixed  by  the  Board of Directors  as  hereinafter
     provided  pursuant  to authority which is  hereby  expressly
     vested  in  the Board of Directors. Each share of  a  series
     shall be identical in all respects with all other shares  of
     such  series,  except  as to the date from  which  dividends
     thereon  shall  be  cumulative on any  series  as  to  which
     dividends are cumulative. Shares of Preferred Stock  of  any
     series  which  have been cancelled in any manner,  including
     shares  redeemed or reacquired by the Corporation and shares
     which  have been converted into or exchanged for  shares  of
     any  other  class, or any series of the same  or  any  other
     class,  shall  have  the status of authorized  but  unissued
     shares  of Preferred Stock and may be reissued as shares  of
     the  series of which they were originally a part or  may  be
     issued as shares of a new series or any other series of  the
     same class.




     2.    Before  any  shares of Preferred Stock of  any  series
     shall  be  issued,  the  Board  of  Directors,  pursuant  to
     authority  hereby  expressly vested  in  it,  shall  fix  by
     resolution  or  resolutions  the  following  provisions   in
     respect of the shares of each such series so far as the same
     are not inconsistent with the provisions of this Article III
     applicable to all series of Preferred Stock.

                (a)   the distinctive designations of such series
          and  the  number of shares which shall constitute  such
          Series  which  number  may be increased  (except  where
          otherwise  provided  by  the  Board  of  Directors   in
          creating  such series) or decreased (but not below  the
          number of shares thereof then outstanding) from time to
          time by like action of the Board of Directors.

                (b)   the  annual  rate or  amount  of  dividends
          payable   on  shares  of  such  series,  whether   such
          dividends  shall  be  cumulative or noncumulative,  the
          conditions  upon  which  and/or  the  dates  when  such
          dividends  shall  be payable and the  date  from  which
          dividends  on  cumulative series shall  accrue  and  be
          cumulative on all shares of such series issued prior to
          the payment date for the first dividend of such series;

                (c)  whether such series shall be redeemable and,
          if  so,  the  terms and conditions of such  redemption,
          including  the  time or times when  and  the  price  or
          prices  at  which  shares  of  such  series  shall   be
          redeemed;

                (d)   the rights of the shares of such series  in
          the event of liquidation, dissolution or winding up  of
          the affairs of the Corporation;

               (e)  whether such series shall be convertible into
          or  exchangeable for shares of any other class, or  any
          series of the same or any other class, and, if so,  the
          terms  and  conditions thereof, including the  date  or
          dates  when  such shares shall be convertible  into  or
          exchangeable  for  shares of any other  class,  or  any
          series  of the same or  any other class, the  price  or
          prices  or  the rate or rates at which shares  of  such
          series shall be so convertible or exchangeable, and any
          adjustments  which shall be made, and the circumstances
          in  which any such adjustments shall be made,  in  such
          conversion or exchange prices or rates;

                (f)   whether such series shall have  any  voting
          rights  in addition to those prescribed by law and,  if
          so, the terms and conditions of exercise of such voting
          rights; and


                (g)   any  other  designations, relative  rights,
          preferences or limitations.

          3.    (a)  So long as any shares of Preferred Stock  of
          any  series shall be outstanding, the Corporation  will
          not  declare  or pay any dividends on the Common  Stock
          (other  than  dividends payable  solely  in  shares  of
          Common  Stock) or make any distributions of  any  kind,
          either directly or indirectly, in respect of shares  of
          Common  stock,  or make any payment on account  of  the
          purchase,  redemption  or other acquisition  of  Common
          Stock,   unless   on  the  payment,   distribution   or
          redemption  date, as the case may be, all dividends  on
          the  then outstanding shares of Preferred Stock of  all
          series  for all past dividend periods shall  have  been
          paid  to the full extent of the preference, if any,  to
          which each series of Preferred Stock is entitled.

               (b)  In case the Corporation shall not pay in full
          all  stated dividends required to be paid on all shares
          of   all   series  of  Preferred  Stock  at  the   time
          outstanding  to  the full extent of the preference,  if
          any,  to which each such series is entitled, the shares
          of all series of Preferred Stock shall share ratably in
          the  payment of dividends, including accumulations,  if
          any, in accordance with the sums which would be payable
          on  such shares if all dividends were declared and  aid
          in  full.  Accumulations of dividends  shall  not  bear
          interest.

               (c)  In case the Corporation shall not pay in full
          all  amounts required to be paid on all shares  of  all
          series  of  Preferred Stock at the time outstanding  in
          the event of the liquidation, dissolution or winding up
          of  the  affairs of the Corporation, the shares of  all
          series  of Preferred Stock shall share ratably  in  the
          payment  of  all amounts payable in the event  of  such
          liquidation,  dissolution or winding up  in  accordance
          with the sums which would be payable on such shares  if
          all amounts payable on such liquidation, dissolution or
          winding up were paid in full.

                (d)   When  dividends shall have  been  paid  (or
          declared  and  set aside for payment) on the  Preferred
          Stock to the full extent of the preference, if any,  to
          which the Preferred Stock is entitled, dividends on the
          remaining  class or classes of stock may then  be  paid
          out  of  the funds of the Corporation which are legally
          available therefor.

               (e)  Subject to the limitations prescribed in this
          Article III and any further limitations which may f rom
          time to time be prescribed by the Board of Directors in
          accordance  herewith the holders of Common Stock  shall
          be  entitled to receive dividends on the Common  Stock,
          when, as and if declared by the Board of Directors  out
          of  the  funds  of  the Corporation which  are  legally
          available therefor.

          4.   The authorized but unissued shares of Common Stock
          and  the  authorized but unissued shares  of  Preferred
          stock  may be issued for such consideration,  not  less
          than  the par value thereof, as may be fixed from  time
          to time by the Board of Directors.

          5.    (a)   Except as otherwise determined pursuant  to
          authority  of  the Board of Directors  an  hereinbefore
          provided,  or by the Business Corporation  Law  of  the
          State  of  New York, all voting rights shall be  vested
          exclusively in the holders of the outstanding shares of
          Common Stock and each such holder shall be entitled  to
          one  vote per share for all purposes for each share  of
          Common Stock held of record by him.

                (b)   Except as otherwise determined pursuant  to
          authority  of  the Board of Directors  as  hereinbefore
          provided,  or by the Business Corporation  Law  of  the
          State of New York, the holders of Preferred Stock shall
          not  be entitled to vote for any purpose nor shall they
          be entitled to notice of meetings of shareholders.

          6.    The Board of Directors has authorized a series of
          Preferred  Stock  which series shall be  designated  as
          Series  A  Preferred  Stock (the  "Series  A  Preferred
          Stock")  and  this  number of shares constituting  such
          series shall be 150,000.

                (a)  The holders of record of shares of Series  A
          Preferred Stock shall be entitled to receive, when,  as
          and  if  declared by the Board of Directors or  a  duly
          authorized  committee  thereof  out  of  funds  legally
          available  for the purpose, dividends in  cash  at  the
          rate  per  share  of  5%  per annum  (calculated  an  a
          percentage of the liquidation value per share of $100).
          Dividends shall be payable quarterly, on the  dates  on
          which  a  quarterly  dividend or  distribution  on  the
          Common Stock, $.10 par value per share ("Common Stock")
          of  the  Corporation is payable (other than a  dividend
          payable in Common Stock) (each such date being referred
          to  herein as a "Dividend Payment Date"), commencing on
          the   first  Dividend  Payment  Date  after  the  first
          issuance of a share or fraction of a share of Series  A
          Preferred Stock, or, if no such dividends on the Common
          Stock   are  payable  then  on  such  quarterly   dates
          designated  by  the  Board  of  Directors  or  a   duly
          authorized committee thereof.  To the extent the  Board
          of  Directors  or  a duly authorized committee  thereof
          does  not  declare  the  full 5%  dividend  or,  if  so
          declared, such dividend is not fully paid in  cash  the
          amount  not  so  declared or paid shall  accumulate  as
          provided in paragraph (b) of this Section 6.  The Board
          of Directors or a duly authorized committee thereof may
          fix  a record date for the determination of holders  of
          shares  of Series A Preferred Stock entitled to receive
          payment  of  a dividend declared thereon, which  record
          data  shall be not less than 10 days nor more  that  50
          days prior to the date fixed for the payment thereof.

               (b)  Dividends on the outstanding shares of Series
          A  Preferred Stock shall be cumulative from the date of
          issue  of  such shares.  Accrued dividends, whether  or
          not   declared,  that  are  not  paid  shall   compound
          quarterly at  5% per annum until the date of payment of
          such  dividends.   The  amounts with  respect  to  such
          compounding  shall  also constitute accrued  dividends.
          Accumulated  but unpaid dividends may be  declared  and
          paid  at  any  time, without  reference to any  regular
          Dividend  Payment Date, to holders of  record  on  such
          date,  not  less  than 10 days nor more  than  50  days
          preceding the payment date thereof, as may be fixed  by
          the  Board  of Directors of the Corporation or  a  duly
          authorized committee thereof.

                (c)   So  long as any of the shares of  Series  A
          Preferred Stock are outstanding, no dividends shall  be
          paid or declared, nor any distribution be made, on  the
          Common  Stock,  or  any other security  junior  to  the
          Series  A   Preferred  Stock,  other  than  a  dividend
          payable  in common stock or such other junior security,
          nor  shall  any shares of Common Stock,  or  any  other
          security  junior  to the Series A Preferred  Stock,  be
          acquired  for consideration by the Corporation,  unless
          all  dividends on the Series A Preferred Stock for  all
          past  dividend dates shall have been paid and the  full
          dividends  thereon  for the most recent  dividend  date
          shall  have  been paid or declared and a sum sufficient
          for  the  payment thereof set apart.   Subject  to  the
          foregoing  provisions, dividends on  the  Common  stock
          (payable  in  cash,  stock or  otherwise)  as  may   be
          determined  by the Board of Directors may  be  declared
          and  paid from time to time out of the remaining  funds
          legally available for the payment of dividends, and the
          Series  A  Preferred  Stock shall not  be  entitled  to
          participate in any such dividends, whether  payable  in
          cash, stock or otherwise.

                (d)  The holders of record of shares of Series  A
          Preferred  Stock shall not be entitled  to  any  voting
          rights, except as otherwise provided by law.

                (e)  The Corporation may at the discrimination of
          a  majority of the Continuing Directors (as hereinafter
          defined) redeem, at any time, in whole but not in part,
          all  of  the shares and fractional shares of  Series  A
          Preferred  stock at a redemption price  of  $6,060  per
          whole  share,  reduced  pro  rata  for  redemptions  of
          fractional  shares, plus accrued and  unpaid  dividends
          thereon (as provided in paragraphs (a), (b) and (c)  of
          this  Section  6 above) to the date fixed for  optional
          redemption,  and adjusted if, and to the  extent  that,
          the  price  at  which the Series A Preferred  Stock  is
          issued is more or less than $6,000 per share.

               (f)  In the event the Corporation shall redeem the
          shares  of  Series A Preferred Stock,  notice  of  such
          redemption shall be given by first class mail,  postage
          prepaid, mailed not less than 15 days nor more than  60
          days  prior to the redemption date, to each  holder  of
          record  of such shares at such holder's address as  the
          same  appears on the stock register of the Corporation,
          provided  however, that no failure to mail such  notice
          nor any defect therein shall affect the validity of the
          redemption of the shares of Series A Preferred Stock to
          be  redeemed.   Each such notice shall state:  (i)  the
          redemption  date;  (ii)  the  place  or  places   where
          certificates  for  shares are  to  be  surrendered  for
          payment   of  the  redemption  price  and  (iii)   that
          dividends  on the shares will cease to accrue  on  such
          redemption date.

                (g)  Notice having been mailed as aforesaid, from
          and after the redemption date (unless default shall  be
          made  by  the  Corporation in providing money  for  the
          payment of the redemption price) dividends on the share
          of  Series A Preferred stock shall cease to accrue  and
          all  rights  of the holders thereof as stockholders  of
          the  Corporation (except the right to receive from  the
          corporation  the redemption price and any  accrued  and
          unpaid  dividends)  shall  cease.  Upon  surrender   in
          accordance  with  said notice of the  certificates  for
          shares (properly endorsed or assigned for transfer,  if
          the  Continuing Directors of the Corporation  shall  so
          require  and  the notice shall so state),  such  shares
          shall  be redeemed by the Corporation at the redemption
          price aforesaid.

               (h)   "Continuing Director" shall mean a member of
          the  Corporation's Board of Directors who was a  member
          of  the  Corporation's Board of Directors prior to  the
          time  an  Acquiring  Person  (as  hereinafter  defined)
          became  an  Acquiring Person, and any  successor  of  a
          Continuing  Director who is recommended in  writing  to
          succeed   a  Continuing  Director  by  a  majority   of
          Continuing Directors then on the Corporation's Board of
          Directors.


                (i)  "Acquiring Person" shall mean any person who
          or  which,  together with all affiliates and associates
          of such person, is the Beneficial Owner (as hereinafter
          defined)  of 30% or more of the shares of Common  Stock
          then outstanding but shall not include the Corporation,
          any  employee  benefit plan of the Corporation  or  any
          person  holding shares of Common Stock  and  which  was
          organized  appointed or established by the  Corporation
          for or pursuant to the terms of any such plan.

                (j)   A  person  shall be deemed the  "Beneficial
          owner"  of,  and shall be deemed to "beneficially  own"
          any  securities: (i) which such person or any  of  such
          person's  affiliates or associates  beneficially  owns,
          direct or indirectly; (ii) which such person or any  of
          such  person's  affiliates or associates  has  (A)  the
          right  to  acquire (whether such right  is  exercisable
          immediately or only after the passage of time) pursuant
          to any agreement, arrangement or understanding (whether
          or  not  in writing) or upon the exercise of conversion
          rights,exchange rights, rights, warrants or  options,or
          otherwise Provided however. that a person shall not  be
          deemed  the  "Beneficial owner" of, or to "beneficially
          own",  securities  tendered pursuant  to  a  tender  or
          exchange  of  or  made by such person or  any  of  such
          person's  affiliates or associates until such  tendered
          securities  are accepted for purchase or  exchanger  or
          (B)  the  right  to  vote pursuant  to  any  agreement,
          arrangement  or  understanding  (whether  or   not   in
          writing), provided, however, that a person shall not be
          deemed  the  "Beneficial Owner" of, or to "beneficially
          own",  any  security  under  this  clause  (3)  if  the
          agreement,  arrangement or understanding to  vote  such
          security (1) arises solely from a revocable proxy given
          in  response  to a public proxy or consent solicitation
          made   pursuant  to,  and  in  accordance   with,   the
          applicable  rules  and regulations  of  the  Securities
          Exchange  Act of 1934, as amended, and (2) is not  also
          then  reportable by such person on Schedule  13D  under
          said  Securities  Exchange Act (or  any  comparable  or
          successor  report);  or  (iii) which  are  beneficially
          owned, directly or indirectly, by any other person with
          which such person or any of such person's affiliates or
          associates has or has had any agreement, arrangement or
          understanding  (whether or not  in  writing),  for  the
          purpose  of acquiring, holding, voting (except pursuant
          to  a  revocable proxy as described in  clause  (B)  of
          subparagraph  (ii) of this paragraph (j)) or  disposing
          of any securities of the Corporation.

                (k)  Any shares of Series A Preferred Stock which
          shall  have been redeemed shall, after such redemption,
          have  the  status of authorized but unissued shares  of
          Preferred Stock, without designation as to series until
          such  shares  are once more designated  as  part  of  a
          particular series by the Board of Directors.

                (l)  In the event of any voluntary or involuntary
          liquidation, dissolution or winding up of  the  affairs
          of  the CorporatIon, the holders of shares of Series  A
          Preferred  Stock then outstanding shall be entitled  to
          be  paid out of the assets of the Corporation available
          for  distribution to its stockholders an amount in cash
          equal  to the greater of (i) $100 for each whole  share
          outstanding, or (ii) an aggregate amount for each whole
          share  outstanding  equal to 100  times  the  aggregate
          amount  distributable per share  with  respect  to  the
          Common  Stock; such amount in either case to be reduced
          pro rata for any fractional shares outstanding, plus an
          amount   in  cash  equal  to  all  accrued  but  unpaid
          dividends thereon (as provided in paragraphs  (a),  (b)
          and  (c) of this Section 6 above) to the date fixed for
          liquidation,  dissolution  or  winding  up  before  any
          payment shall be made or any assets distributed to  the
          holders of any shares of Common Stock or to the holders
          of  any  shares of stock ranking junior (either  as  to
          dividends  or upon liquidation, dissolution or  winding
          up) to the Series A Preferred Stock.  If the assets  of
          the  Corporation are not sufficient to pay in full  the
          liquidation   payments  payable  to  the   holders   of
          outstanding  shares of series A Preferred  Stock,  than
          the  holders of all such shares shall share ratably  in
          such  distribution  of assets in  accordance  with  the
          amount  which would be payable on such distribution  if
          the  amounts to which the holders of outstanding shares
          of  Series A Preferred Stock are entitled were paid  in
          full.

                (m)   For the purposes of this Section 6  neither
          the  voluntary sale, conveyance, exchange  or  transfer
          (for   cash,  shares  of  stock,  securities  or  other
          consideration) of all or substantially all the property
          or  assets of the Corporation nor the consolidation  or
          merger  of  the  Corporation with  one  or  more  other
          corporations  shall  be deemed  to  be  a  liquidation,
          dissolution  or  winding up, voluntary or  involuntary,
          unless  such  voluntary sale, conveyance,  exchange  or
          transfer  shall be in connection with a dissolution  or
          winding up the business of the Corporation.

                (n)   The Series A Preferred Stock shall be  pari
          passu   to   all  other  series  of  the  Corporation's
          Preferred Stock as to the payment of dividends and  the
          distribution of assets, except to the extent  a  series
          is made junior or subordinate to the Series A Preferred
          Stock.


                (o)   Each  fractional  share  of  the  Series  A
          Preferred  Stock  outstanding shall be  entitled  to  a
          ratably proportionate amount of all rights relating  to
          the  shares of the Series A Preferred Stock,  including
          dividend and voting rights. The liquidation payment  or
          redemption  payment  with respect  to  each  fractional
          share of Series A Preferred Stock shall be equal  to  a
          ratably proportionate amount of the liquidation payment
          or  redemption payment with respect to each outstanding
          share of Series A Preferred Stock.

      IV.  The office of the corporation in to be located in  the
County of Nassau and State of New York.

     V.   Its duration in to be perpetual.


      VI.   The  Board  of Directors is expressly authorized  and
empowered from time to time (a) to fix, by resolution adopted  by
a  majority  of  the entire Board, the number of directors  which
shall constitute the entire Board of Directors, such number to be
not  less than three (3), and (b) to amend or repeal any  By-Laws
or  adopt any new By-Laws, but any By-Law adopted by the Board of
Directors may be amended or repealed by the shareholders  at  any
Annual Meeting or at any Special Meeting.

      VII.  Shares  of stock in other corporations held  by  this
corporation, shall be voted by such officer or officers  of  this
corporation as the board of directors, by a majority  vote  shall
designate  for  this  purpose,  or  by  a  proxy  thereunto  duly
authorized by a like vote of said board.

      VIII. It is hereby provided, pursuant to section 74 of  the
Stock Corporation Law, that this corporation shall have power  to
issue the whole or any part of the shares of its capital stock as
partly  paid  stock,  subject to calls thereon  until  the  whole
thereof shall have been paid in.

       IX.    No  contract  or  other  transaction  between   the
corporation  and  any  other corporation shall  be  affected,  or
invalidated by the fact that any one or more of the directors  of
this  corporation is or are interested in, or is  a  director  or
officer,  or  are directors or officers of such other corporation
and any director or directors, individually or jointly, may be  a
party  or  parties to, or may be interested in, any  contract  or
transaction  of this corporation or in which this corporation  is
interested)  and  no  contract,  act  or  transaction   of   this
corporation  with  any person or persons, firm, or  corporations,
shall  be  affected, or invalidated by the fact that any director
or directors of this corporation is a party, or are parties to or
interested  in such contract, act or transaction, or in  any  way
connected  with  such  person or persons,  firm,  association  or
corporation, and each and every person who may become a  director
of  this  corporation is hereby relieved from any liability  that
might  otherwise exist from contracting with the corporation  for
the  benefit of himself or any firm or association or corporation
in which he may be anywise interested.

     X.   No holder of either class of stock shall be entitled an
of right, to purchase or subscribe for any part of unissued stock
of  either class, or any additional stock to be issued by  reason
of  any  increase of the authorized capital stock of the company,
or  any bonds, certificates of indebtedness, debentures or  other
securities  convertible into stock of the  corporation,  but  any
such  unissued stock or such additional authorized issue  of  now
stock,  or  of  other securities convertible into  stock  may  be
issued  and  disposed of pursuant to resolution of the  board  of
directors  to  such persons, firms, corporations or  associations
and  upon  such terms as may be deemed advisable by the board  of
directors in the exercise of their discretion.


     XI.  The corporation shall indemnify any person made a party
to any action, suit or proceeding, by reason of the fact that he,
his  testator  or  intestate, is or was a  directors  officer  or
employee  of  the  corporation, or of any firm,  corporation,  or
association which he served an such at the request of the corpora
tion, against the reasonable expenses (including attorney's  fees
and,  to the extent permitted by law, any amount paid in a  court
approved settlement) actually and necessarily incurred by him in
connection  with the defense of such action, suit or  proceeding,
or  in connection with any appeal therein, except in relation  to
matters as to which it shall be adjudged in such action, suit  or
proceeding that such officer, director or employee is liable  for
negligence or misconduct in the performance of his duties.

      XII.  The Secretary of State is designated as agent of  the
corporation for the service of process, and directed  to  mail  a
copy of such process to the corporation at the following address:
Park  Electrochemical Corp., 5 Dakota Drive,  Lake  Success,  New
York 11042, Attention: General Counsel.

      5.    The changes set forth in paragraph 3 hereof, and  the
restatement  of  the Certificate Of Incorporation  set  forth  in
Paragraph 4 hereof, were duly authorized by the affirmative  vote
of  the  Board of Directors of the corporation at a duly convened
meeting thereof held the 28th day of March, 1989.

      IN  WITNESS WHEREOF, we, the undersigned have executed  and
subscribed this certificate and do affirm the foregoing  as  true
under the penalties of perjury this 28th day of March, 1989.


                             __________________________________
                              Allen Levine, Vice President

                              _________________________________
                               Harry Linzer, Secretary
                    CERTIFICATE OF AMENDMENT

                             of the

                  CERTIFICATE OF INCORPORATION

                               of

                   PARK ELECTROCHEMICAL CORP.

        Under Section 805 of the Business Corporation Law


           The  undersigned, being respectively an Executive Vice
President  and  the  Secretary of Park Electrochemical  Corp.  (a
corporation organized under the laws of the State of  New  York),
Do Hereby Certify as follows:

            (1)    The   name   of   the  Corporation   is   Park
Electrochemical  Corp.  The name under which  it  was  originally
incorporated is Park Name Plate Inc.

            (2)    The  Certificate  of  Incorporation   of   the
Corporation was filed by the Department of State of the State  of
New  York  on  March  31,  1954.   The  Restated  Certificate  of
Incorporation  of the Corporation was filed by the Department  of
State of the State of New York on April 10, 1989.

          (3)  The provisions of the Certificate of Incorporation
are  hereby amended to increase the aggregate number of the class
of  shares  designated Common Stock, $.10 par  value  per  share,
which  the  Corporation  shall  have  authority  to  issue   from
15,000,000  shares to 30,000,000 shares. To effect the foregoing,
the  first sentence of the first paragraph of Article III of  the
Certificate of Incorporation which states the aggregate number of
shares  the Corporation shall have authority to issue  is  hereby
amended to read as follows:

     "The  aggregate number of shares which the  Corporation
     shall   have  authority  to  issue  shall  consist   of
     30,000,000 shares of Common Stock of the par  value  of
     $.10  per share, and 500,000 shares of Preferred  Stock
     of the par value of $1 per share."

           (4)   The  foregoing amendment to the  Certificate  of
Incorporation was authorized by a majority vote of the  Board  of
Directors of the Corporation followed by the required vote of the
holders  of a majority of all outstanding shares of Common  Stock
entitled  to  vote  thereon at a meeting of shareholders  of  the
Corporation  duly called and held for such purpose  on  July  12,
1995.



           In  Witness Whereof, the undersigned have signed  this
certificate this 12th day of July, 1995, and affirm the foregoing
statements as true under the penalties of perjury.




                                /s/ Brian E. Shore
                                         Brian E. Shore
                                    Executive Vice President



                                /s/ Allen Levine
                                          Allen Levine
                                           Secretary





































                    CERTIFICATE OF AMENDMENT

                             of the

                  CERTIFICATE OF INCORPORATION

                               of

                   PARK ELECTROCHEMICAL CORP.


       (Under Section 805 of the Business Corporation Law)

     It is hereby certified that:

      FIRST:     The  name  of the Corporation  is  PARK  ELECTRO

CHEMICAL  CORP.  and  the name under which  the  Corporation  was

formed was PARK NAME PLATE INC.

       SECOND:     The  Certificate  of  Incorporation   of   the

Corporation was filed with the Department of State of  the  State

of  New  York  on  March 31, 1954.  The Restated  Certificate  of

Incorporation  of the Corporation was filed by the Department  of

State of the State of New York on April 10, 1989.

      THIRD:    The amendment of the Certificate of Incorporation

effected  by  this Certificate of Amendment is to  amend  certain

provisions  in the Certificate of Incorporation relating  to  the

relative rights, preferences and limitations of the shares  of  a

series  of  Preferred Stock, as fixed by the Board  of  Directors

pursuant to authority expressly vested in them in the Certificate

of Incorporation.

      FOURTH:   To accomplish the foregoing amendment, Section  6

of  Article  IV  of  the  Certificate of Incorporation  shall  be

deleted and a new Section 6 shall be added to Article IV  of  the

Certificate of Incorporation which shall read as follows:


     "The  Board  of Directors has authorized  a  series  of
     Preferred  Stock  which series shall be  designated  as
     Series  A  Preferred  Stock (the  "Series  A  Preferred
     Stock")  and  the  number of shares  constituting  such
     series shall be 300,000.

         (a)     The  holders  of record of shares  of  Series  A
     Preferred Stock shall be entitled to receive, when,  as  and
     if  declared by the Board of Directors or a duly  authorized
     committee  thereof  out of funds legally available  for  the
     purpose, dividends in cash at the rate per share of  5%  per
     annum  (calculated as a percentage of the liquidation  value
     per  share  of $100).  Dividends shall be payable quarterly,
     on  the  dates on which a quarterly dividend or distribution
     on  the  Common  Stock, $.10 par value  per  share  ("Common
     Stock") of the Corporation is payable (other than a dividend
     payable  in Common Stock) (each such date being referred  to
     herein  as  a  "Dividend Payment Date"), commencing  on  the
     first  Dividend Payment Date after the first issuance  of  a
     share  or  fraction of a share of Series A Preferred  Stock,
     or,  if  no such dividends on the Common Stock are  payable,
     then  on  such  quarterly dates designated by the  Board  of
     Directors  or a duly authorized committee thereof.   To  the
     extent the Board of Directors or a duly authorized committee
     thereof  does  not declare the full 5% dividend  or,  if  so
     declared,  such  dividend is not fully  paid  in  cash,  the
     amount  not so declared or paid shall accumulate as provided
     in  paragraph (b) of this Section 6.  The Board of Directors
     or a duly authorized committee thereof may fix a record date
     for  the  determination of holders of  shares  of  Series  A
     Preferred  Stock entitled to receive payment of  a  dividend
     declared  thereon, which record date shall be not less  than
     10  days  nor more than 50 days prior to the date fixed  for
     the payment thereof.

         (b)     Dividends on the outstanding share of  Series  A
     Preferred Stock shall be cumulative from the date  of  issue
     of such shares.  Accrued dividends, whether or not declared,
     that  are not paid shall compound quarterly at 5% per  annum
     until  the  date of payment of such dividends.  The  amounts
     with  respect  to  such  compounding shall  also  constitute
     accrued dividends.  Accumulated but unpaid dividends may  be
     declared  and  paid at any time, without  reference  to  any
     regular  Divided Payment Date, to holders of record on  such
     date,  not less than 10 days nor more that 50 days preceding
     the  payment date thereof, as may be fixed by the  Board  of
     Directors  of the Corporation of a duly authorized committee
     thereof.

        (c)    So long as any of the shares of Series A Preferred
     Stock  are  outstanding,  no  dividends  shall  be  paid  or
     declared, nor any distribution be made, on the Common Stock,
     or  any  other  security junior to the  Series  A  Preferred
     Stock, other than a dividend payable in Common Stock or such
     other junior security, nor shall any shares of Common Stock,
     or  any  other  security junior to the  Series  A  Preferred
     Stock,  be  acquired for consideration by  the  Corporation,
     unless all dividends on the Series A Preferred Stock for all
     past  dividend  dates  shall have been  paid  and  the  full
     dividends  thereon for the most recent dividend  date  shall
     have  been  paid, or declared and a sum sufficient  for  the
     payment   thereof  set  apart.   Subject  to  the  foregoing
     provisions, dividends on the Common Stock (payable in  cash,
     stock  or  otherwise) as may be determined by the  Board  of
     Directors may be declared and paid from time to time out  of
     the  remaining  funds legally available for the  payment  of
     dividends,  and the Series A Preferred Stock  shall  not  be
     entitled  to  participate  in any  such  dividends,  whether
     payable; in cash, stock or otherwise.

         (d)     The  holders  of record of shares  of  Series  A
     Preferred Stock shall not be entitled to any voting  rights,
     except as otherwise provided by law.

         (e)    The shares of Series A Preferred Stock shall  not
     be redeemable.

         (f)     In  the  event of any voluntary  or  involuntary
     liquidation, dissolution or winding up of the affairs of the
     Corporation,  the  holders of shares of Series  A  Preferred
     Stock  then outstanding shall be entitled to be paid out  of
     the assets of the Corporation available for distribution  to
     its  stockholders an amount in cash equal to the greater  of
     (i)  $100  for  each  whole share  outstanding  or  (ii)  an
     aggregate amount for each whole share outstanding  equal  to
     100  times the aggregate amount distributable per share with
     respect  to the Common Stock; such amount in either case  to
     be  reduced  pro rata for any fractional shares outstanding,
     plus  an  amount  in  cash equal to all  accrued  by  unpaid
     dividends  thereon (as provided in paragraphs (a),  (b)  and
     (c)  of  this  Section  6  above)  to  the  date  fixed  for
     liquidation,  dissolution or winding up before  any  payment
     shall  be  made or any assets distributed to the holders  of
     any  shares of Common Stock or to the holders of any  shares
     of  stock  ranking  junior (either as to dividends  or  upon
     liquidation,  dissolution or winding up)  to  the  Series  A
     Preferred Stock.  If the assets of the Corporation  are  not
     sufficient  to pay in full the liquidation payments  payable
     to  the  holders of outstanding shares of Series A Preferred
     Stock,  then  the  holders of all such  shares  shall  share
     ratably  in  such distribution of assets in accordance  with
     the  amount  which would be payable on such distribution  if
     the  amounts to which the holders of outstanding  shares  of
     Series A Preferred Stock are entitled were paid in full.

         (g)     For the purposes of this Section 6, neither  the
     voluntary sale, conveyance, exchange or transfer (for  cash,
     shares  of stock, securities or other consideration) of  all
     or   substantially  all  the  property  or  assets  of   the
     Corporation   nor  the  consolidation  or  merger   of   the
     Corporation  with  one or more other corporations  shall  be
     deemed  to  be  a  liquidation, dissolution or  winding  up,
     voluntary  or  involuntary,  unless  such  voluntary   sale,
     conveyance, exchange or transfer shall be in connection with
     a dissolution or winding up the business of the Corporation.

         (h)     The Series A Preferred Stock shall be pari passu
     to  all other series of the Corporation's Preferred Stock as
     to  the payment of dividends and the distribution of assets,
     except  to the extent a series is made junior or subordinate
     to the Series A Preferred Stock.

         (i)     Each  fractional share of the Series A Preferred
     Stock  outstanding  shall be entitled to  a  ratably  propor
     tionate amount of all rights relating to the shares  of  the
     Series  A  Preferred  Stock, including dividend  and  voting
     rights.  The liquidation payment or redemption payment  with
     respect to each fractional share of Series A Preferred Stock
     shall  be  equal to a ratably proportionate  amount  of  the
     liquidation  payment or redemption payment with  respect  to
     each outstanding share of Series A Preferred Stock.

         FIFTH:  The  foregoing amendment of the  Certificate  of

     Incorporation of the Corporation was authorized by the  vote

     at a meeting of the Board of Directors of the Corporation.

      IN  WITNESS  WHEREOF, we have executed and subscribed  this

Certificate  and  do  affirm  the foregoing  as  true  under  the

penalties of perjury as of the 7th day of August, 1995.





                                /s/ Brian E. Shore
                                Brian E. Shore
                                Executive Vice President



                                /s/ Allen Levine
                                Allen Levine
                                Secretary



[exhibits-02-3.01]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex1001.txt
<DESCRIPTION>EXHIBIT
<TEXT>
EXHIBIT 10.01
             STANDARD INDUSTRIAL LEASE - GROSS

        AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.    Parties.   This  Lease, dated, for  reference  purposes
only,  December 12, 1989, is made by and between  James  Emmi
(herein  called  "Lessor") and Nelco  Products  Inc.  (herein
called "Lessee").

2.    Premises.   Lessor hereby leases to Lessee  and  Lessee
leases from Lessor for the term, at the rental, and upon  all
of  the  conditions  set  forth  herein,  that  certain  real
property   situated  in  the  County  of  Orange,  State   of
California,  commonly  known as 1100  East  Kimberly  Avenue,
Anaheim,  CA  92801  and  described as  approximately  12,800
square  foot  industrial  building  on  approximately  30,000
square  fee of land.  Said real property including  the  land
and   all   improvements  therein,  is  herein   called   the
"Premises".

3.   Term.

      3.1   Term.   The term of this Lease shall  be  for  60
months  commencing on June 21, 1990 and ending  on  June  20,
1995  unless  sooner  terminated pursuant  to  any  provision
hereof.

       3.2    Delay  in  Possession.   Notwithstanding   said
commencement  date, if for any reason Lessor  cannot  deliver
possession  of  the Premises to Lessee on said  date,  Lessor
shall  not  be subject to any liability therefor,  nor  shall
such  failure  affect  the validity  of  this  Lease  or  the
obligations  of Lessee hereunder or extend the  term  hereof,
but  in such case, Lessee shall not be obligated to pay  rent
until  possession  of  the Premises is  tendered  to  Lessee;
provided,  however, that if Lessor shall not  have  delivered
possession of the Premises within sixty (60) days  from  said
commencement date, Lessee may, at Lessee's option, by  notice
in  writing to Lessor within ten (10) days thereafter, cancel
this  Lease,  in which event the parties shall be  discharged
from  all  obligations hereunder, provided further,  however,
that  if  such  written notice of lessee is not  received  by
Lessor  within  said ten (10) day period, Lessee's  right  to
cancel  this Lease hereunder shall terminated and  be  of  no
further force or effect.

      3.3  Early Possession.  If Lessee occupies the Premises
prior  to  said  commencement date, such occupancy  shall  be
subject  to all provisions hereof, such occupancy  shall  not
advance  the termination date, and Lessee shall pay rent  for
such period at the initial monthly rates set forth below.

4.    Rent.   Lessee  shall pay to Lessor  as  rent  for  the
Premises, monthly payments of $4400.00, in advance, on the 21
day  of  each  month of the term hereof, as rent for  monthly
rental   rate  shall  increase  or  decrease  as  per  C.P.I.
adjustment  as defined in addendum (A-1) as well as  tax  and
insurance adjustments.

Rent  for any period during the term hereof which is for less
than  one  month shall be a pro rata portion of  the  monthly
installment.   Rent shall be payable in lawful money  of  the
United  States to Lessor at the address stated herein  or  to
such  other  person  or at such other places  as  Lessor  may
designate in writing.

5.   Security Deposit.  Lessee shall deposit with Lessor upon
execution  hereof  $  N/A as security for  Lessee's  faithful
performance  of  Lessee's obligations hereunder.   If  Lessee
fails  to  pay  rent  or  other  charges  due  hereunder,  or
otherwise  defaults  with respect to any  provision  of  this
Lease, Lessor may use, apply or retain all or any portion  of
said  deposit for the payment of any rent or other charge  in
default  or for the payment of any other sum to which  Lessor
may  become  obligated by reason of Lessee's default,  or  to
compensate  Lessor for any loss or damage  which  Lessor  may
suffer  thereby.   If Lessor so uses or applies  all  of  any
portion  of said deposit, Lessee shall within ten  (10)  days
after written demand therefor deposit cash with Lessor in  an
amount  sufficient to restore said deposit to the full amount
hereinabove stated and Lessee's failure to do so shall  be  a
material  breach of this Lease.  If the monthly  rent  shall,
from  time  to time, increase during the term of this  Lease,
Lessee   shall  thereupon  deposit  with  Lessor   additional
security deposit so that the amount of security deposit  held
by  Lessor  shall  at all times bear the same  proportion  to
current  rent as the original security deposit bears  to  the
original  monthly  rent  set forth  in  paragraph  4  hereof.
Lessor  shall  not be required to keep said deposit  separate
from  its  general  accounts.   If  Lessee  performs  all  of
Lessee's  obligations hereunder, said  deposit,  or  so  much
thereof  as has not theretofore been applied by Lessor  shall
be  returned, without payment of interest or other  increment
for  its use, to Lessee (or, at Lessor's option, to the  last
assignee,  if  any,  of Lessee's interest hereunder)  at  the
expiration  of the term hereof, and after Lessee has  vacated
the  Premises.   No  trust  relationship  is  created  herein
between  Lessor  and  Lessee with respect  to  said  Security
Deposit.

6.   Use.

      6.1  Use.  The Premises shall be used and occupied only
for  manufacturing, warehousing and related services  or  any
other  use  which is reasonably comparable and for  no  other
purpose.

     6.2  Compliance with Law.

           (a)   Lessor warrants to Lessee that the Premises,
in  its  state  existing  on the date  that  the  Lease  term
commences,  but  without regard to the use for  which  Lessee
will  use  the  Premises, does not violate any  covenants  or
restrictions  of  record,  or any applicable  building  code,
regulation  or  ordinance  in  effect  on  such  Lease   term
commencement date.  In the event it is determined  that  this
warranty  has been violated, then it shall be the  obligation
of the Lessor, after written notice from Lessee, to promptly,
at   Lessor's  sole  cost  and  expense,  rectify  any   such
violation.   In  the event Lessee does not  given  to  Lessor
written  notice of the violation of this warranty within  six
months  from  the  date that the Lease  term  commences,  the
correction of same shall be the obligation of the  Lessee  or
Lessee's sole cost.  The warranty contained in this paragraph
6.2(a)  shall be of no force or effect if, prior to the  date
of  this  Lease,  Lessee was the owner  or  occupant  of  the
Premises, and, in such event, Lessee shall correct  any  such
violation effect if, prior to the date of this Lease,  Lessee
was  the  owner  or occupant of the Premises,  and,  in  such
event,  Lessee shall correct any such violation  at  Lessee's
sole cost.

          (b)  Except as provided in paragraph 6.2(a), Lessee
shall,   at  Lessee's  expense,  comply  promptly  with   all
applicable statutes, ordinances, rules, regulations,  orders,
covenants  and  restrictions of record, and  requirements  in
effect  during  the  term or any part  of  the  term  hereof,
regulating  the use by Lessee of the Premises.  Lessee  shall
not use nor permit the use of the Premises in any manner that
will tend to create waste or a nuisance or, if there shall be
more than one tenant in the building containing the Premises,
shall tend to disturb such other tenants.

     6.3  Condition of Premises.

           (a)   Lessor shall deliver the Premises to  Lessee
clean  and free of debris on Lease commencement date  (unless
Lessee  is already in possession) and Lessor further warrants
to  Lessee  that  the  plumbing, lighting,  air-conditioning,
heating, and leading doors in the Premises shall be  in  good
operating condition on the Lease commencement date.   In  the
event  that  it  is  determined that this warranty  has  been
violated,  then it shall be the obligation of  Lessor,  after
receipt  of  written  notice from Lessee setting  forth  with
specificity  the  nature of the violation,  to  promptly,  at
Lessor's sale cost, rectify such violation.  Lessee's failure
to give such written notice to Lessor within thirty (30) days
after  the Lease commencement date shall cause the conclusive
presumption  that Lessor has complied with  all  of  Lessor's
obligations  hereunder.    The  warranty  contained  in  this
paragraph 6.3(a) shall be of no force or effect if  prior  to
the  date of this Lease, Lessee was the owner or occupant  of
the Premises.

           (b)   Except as otherwise provided in this  Lease,
Lessee   hereby  accepts  the  Premises  in  their  condition
existing  as of the Lease commencement date or the date  that
Lessee  takes  possession  of  the  Premises,  whichever   is
earlier, subject to all applicable zoning, municipal,  county
and  state  laws,  ordinances and regulations  governing  and
regulating  the  use of the Premises, and  any  covenants  or
restrictions  of  record,  and  accepts  this  Lease  subject
thereto  and  to  all matters disclosed thereby  and  by  any
exhibits  attached hereto.  Lessee acknowledges that  neither
Lessor  nor  Lessor's  agent has made any  representation  or
warranty  as  to  the  present or future suitability  of  the
Premises for the conduct of Lessee's business.

7.   Maintenance, Repairs and Alterations.

     7.1  Lessor's Obligations.  Subject to the provisions of
Paragraphs 6, 7.2 and 9 and except for damage caused  by  any
negligent or intentional act or omission of Lessee,  Lessee's
agents,  employees, or invitees in which event  Lessee  shall
repair the damage, Lessor, at Lessor's expense, shall keep in
good  order,  condition and repair the foundations,  exterior
walls  and  the exterior roof of the Premises.  Lessor  shall
not,  however, be obligated to paint such exterior, nor shall
Lessor  be  required  to  maintain the  interior  surface  of
exterior walls, windows, doors or plate glass.  Lessor  shall
have  no obligation to make repairs under this Paragraph  7.1
until  a  reasonable time after receipt of written notice  of
the  need  for  such  repairs, Lessee  expressly  waives  the
benefits  of  any  statute now or hereafter in  effect  which
would  otherwise afford Lessee the right to make  repairs  at
Lessor's  expense  or  to terminate  this  Lease  because  of
Lessor's  failure  to  keep  the  Premises  in  good   order,
condition and repair.

     7.2  Lessee's Obligations.

           (a)  Subject to the provisions of Paragraph 6, 7.1
and 9, Lessee, at Lessee's expense, shall keep in good order,
condition  and  repair the Premises and  every  part  thereof
(whether  or not the damaged portion of the Premises  or  the
means  of  repairing  the  same  are  reasonably  or  readily
accessible   to  Lessee)  including,  without  limiting   the
generality  of  the  foregoing, all  plumbing,  heating,  air
conditioning, (Lessee shall procure and maintain, at Lessee's
expense,  an  air  conditioning system maintenance  contract)
ventilating, electrical and lighting facilities and equipment
within  the  Premises, fixtures, interior walls and  interior
surface  of  exterior walls, ceilings, windows, doors,  plate
glass,  and skylights, located within the Premises,  and  all
landscaping,  driveways,  parking  lots,  fences  and   signs
located  in  the  Premises  and all  sidewalks  and  parkways
adjacent to the Premises.

            (b)    If   Lessee  fails  to  perform   Lessee's
obligations  under  this Paragraph 7.2  or  under  any  other
paragraph of this Lease, Lessor may at Lessor's option  enter
upon  the  Premises  after 10 days' prior written  notice  to
Lessee  (except in the case of emergency, in  which  case  no
notice  shall  be  required),  perform  such  obligations  on
Lessee's behalf and put the Premises in good order, condition
and  repair,  and  the  cost thereof together  with  interest
thereon  at the maximum rate then allowable by law  shall  be
due  and  payable as additional rent to Lessor together  with
Lessee's next rental installment.

           (c)  On the last day of the term hereof, or on any
sooner  termination, Lessee shall surrender the  Premises  to
Lessor  in the same condition as received, ordinary wear  and
tear excepted, clean and free of debris.  Lessee shall repair
any damage to the Premises occasioned by the installation  or
removal  of  its  trade fixtures, furnishings and  equipment.
Notwithstanding anything to the contrary otherwise stated  in
this  Lease, Lessee shall leave the air lines, power  panels,
electrical  distribution  systems, lighting  fixtures,  space
heaters,  air  conditioning,  plumbing  and  fencing  on  the
premises in good operating condition.

     7.3  Alterations and Additions.

           (a)   Lessee  shall  not, without  Lessor's  prior
written   consent   make   any   alterations,   improvements,
additions,  or  Utility Installations in,  on  or  about  the
Premises,  except for nonstructural alterations not exceeding
$2,500 in cumulative costs during the term of this Lease.  In
any  event,  whether or not in excess of $2,500 in cumulative
cost,  Lessee  shall  make no change  or  alteration  to  the
exterior  of the Premises nor the exterior of the building(s)
on  the Premises without Lessor's prior written consent.   As
used  in  this  Paragraph 7.3 the term "Utility Installation"
shall  mean  carpeting, window coverings,  air  lines,  power
panels,  electrical distribution systems, lighting  fixtures,
space   heaters,  air  conditioning,  plumbing  and  fencing.
Lessor  may  require that Lessee remove any or  all  of  said
alterations, improvements, additions or Utility Installations
at  the  expiration of the term, and restore the Premises  to
their  prior condition.  Lessor may require Lessee to provide
Lessor,  at  Lessee's  sole cost  and  expense,  a  lien  and
completion bond in an amount equal to one and one-half  times
the  estimated  cost of such improvements, to  insure  Lessor
against any liability for mechanic's and materialmen's  liens
and to insure completion of the work.  Should Lessee make any
alterations, improvements, additions or Utility Installations
without the prior approval of Lessor, Lessor may require that
Lessee remove any or all of the same.

           (b)   Any alterations, improvements, additions  or
Utility  Installations in, or about the Premises that  Lessee
shall  desire to make and which requires the consent  of  the
Lessor  shall  be presented to Lessor in written  form,  with
proposed  detailed plans.  If Lessor shall give its  consent,
the consent shall be deemed conditioned upon Lessee acquiring
a  permit  to do so, from appropriate governmental  agencies,
the  furnishing  of  a copy thereof to Lessor  prior  to  the
commencement of the work and the compliance by Lessee of  all
conditions of said permit in a prompt and expeditious manner.

           (c)   (#1) Lessee shall pay, when due, all  claims
for  labor  or  materials furnished or alleged to  have  been
furnished  to  or for Lessee at or for use in  the  Premises,
which  claims  are  or may be secured by  any  mechanics'  or
materialmen's  lien  against the  Premises  or  any  interest
therein.   Lessee shall give Lessor not less  than  ten  (10)
days  notice  prior to the commencement of any  work  in  the
Premises, and Lessor shall have the right to post notices  of
non-responsibility in or on the Premises as provided by  law.
If  Lessee shall, in good faith, contest the validity of  any
such  lien, claim or demand, then Lessee shall, at  its  sole
expense  defend itself and Lessor against the same and  shall
pay  and  satisfy  any  such adverse  judgment  that  may  be
rendered  thereon before the enforcement thereof against  the
Lessor  or  the Premises, upon the condition that  if  Lessor
shall  require, Lessee shall furnish to Lessor a surety  bond
satisfactory  to Lessor in an amount equal to such  contested
lien  claim  or demand indemnifying Lessor against  liability
for the same and holding the Premises free from the effect of
such  lien or claim.  In addition, Lessor may require  Lessee
to  pay Lessor's attorneys fees and costs in participating in
such action if Lessor shall decide it is to its best interest
to do so.

           (d)  (#2) Unless Lessor requires their removal, as
set forth in Paragraph 7.3(a), all alterations, improvements,
additions  and  Utility Installations (whether  or  not  such
Utility  Installations constitute trade fixtures of  Lessee),
which  may be made on the Premises, shall become the property
of  Lessor  and  remain  upon and  be  surrendered  with  the
Premises at the expiration of the term.  Notwithstanding  the
provisions  of this Paragraph 7.3(d), Lessee's machinery  and
equipment,  other than that which is affixed to the  Premises
so  that it cannot be removed without material damage to  the
Premises,  shall  remain the property of Lessee  and  may  be
removed  by  Lessee  subject to the provisions  of  Paragraph
7.2(c).



8.   Insurance; Indemnity.

      8.1   Liability Insurance - Lessee.  Lessee  shall,  at
Lessee's expense, obtain and keep in force during the term of
this  Lease  a policy of Combined Single Limit Bodily  Injury
and  Property  Damage insurance insuring  Lessee  and  Lessor
against  any  liability arising out of the use, occupancy  or
maintenance  of the Premises and all other areas  appurtenant
thereto.  Such insurance shall be in an amount not less  than
$500,000 per occurrence.  The policy shall insure performance
by  Lessee  of the indemnity provisions of this Paragraph  8.
The  limits of said insurance shall not, however,  limit  the
liability of Lessee hereunder.

      8.2  Liability Insurance - Lessor.  Lessor shall obtain
and  keep in force during the term of this Lease a policy  of
Combined  Single  Limit  Bodily Injury  and  Property  Damage
Insurance,  insuring  Lessor, but  not  Lessee,  against  any
liability  arising  out of the ownership, use,  occupancy  or
maintenance of the Premises and all areas appurtenant thereto
in an amount not less than $500,000 per occurrence.

      8.3   Property Insurance.  Lessor shall obtain and keep
in  force  during the term of this Lease a policy or policies
of insurance covering loss or damage to the Premises, but not
Lessee's  fixtures,  equipment or tenant improvements  in  an
amount  not to exceed the full replacement value thereof,  as
the  same  may exist from time to time, providing  protection
against  all  perils  included within the  classification  of
fire, extended coverage, vandalism, malicious mischief, flood
(in  the event same is required by a lender having a lien  on
the  Premises) special extended perils ("all risk",  as  such
term  is used in the insurance industry) but not plate  glass
insurance.  In addition, the Lessor shall obtain and keep  in
force,  during  the term of this Lease, a  policy  or  rental
value  insurance  covering a period of one  year,  with  loss
payable to Lessor, which insurance shall also cover all  real
estate taxes and insurance costs for said period.

     8.4  Payment of Premium Increase.

           (a)   Lessee shall pay to Lessor, during the  term
hereof,  in addition to the rent, the amount of any  increase
in  premiums for the insurance required under Paragraphs  8.2
and  8.3  over and above such premiums paid during  the  Base
Period, as hereinafter defined, whether such premium increase
shall be the result of the nature of Lessee's occupancy,  any
act  or omission of Lessee, requirements of the holder  of  a
mortgage  or  deed of trust covering the Premises,  increased
valuation of the Premises, or general rate increases.  IN the
event  that  the Premises have been occupied previously,  the
words "Base Period" shall mean the last twelve months of  the
prior  occupancy.  In the event that the Premises have  never
been  previously  occupied,  the premiums  during  the  "Base
Period"  shall be deemed to be the lowest premiums reasonably
obtainable  for said insurance assuming the most nominal  use
of  the  Premises.  Provided, however, in lieu  of  the  Base
Period, the parties may insert a dollar amount at the end  of
this  sentence  which  figure  shall  be  considered  as  the
insurance  premium  for  the Base Period:  $1703.00.   In  no
event,  however, shall Lessee be responsible for any  portion
of  the  premium  cost  attributable to  liability  insurance
coverage  in  excess of $1,000,000 procured  under  paragraph
8.2.

           (b) Lessee shall pay any such premium increases to
Lessor  within 30 days after receipt by Lessee of a  copy  of
the  premium statement or other satisfactory evidence of  the
amount  due.  If the insurance policies maintained  hereunder
cover  other improvements in addition to the Premises, Lessor
shall  also  deliver to Lessee a statement of the  amount  of
such  increase  attributable to the Premises and  showing  in
reasonable  detail,  the  manner in  which  such  amount  was
computed.   If  the  term  of this  Lease  shall  not  expire
concurrently  with  the expiration of the period  covered  by
such  insurance,  Lessee's liability  for  premium  increases
shall be prorated on an annual basis.

          (c)  If the Premises are part of a larger building,
then  Lessee shall not be responsible for paying any increase
in  the  property insurance premium caused  by  the  acts  or
omissions  of any other tenant of the building of  which  the
Premises are a part.

      8.5.  Insurance Policies.  Insurance required hereunder
shall  be  in  companies  holding  a  "General  Policyholders
Rating"  of at least B plus, or such other rating as  may  be
required  by a lender having a lien on the Premises,  as  set
forth  in the most current issue of "Best's Insurance Guide".
Lessee  shall  deliver  to  Lessor  copies  of  policies   of
liability   insurance  required  under   Paragraph   8.1   or
certificates  evidencing the existence and  amounts  of  such
insurance.  No such policy shall be cancelable or subject  to
reduction  of  coverage  or other modification  except  after
thirty  (30)  days  prior written notice to  Lessor.   Lessee
shall,  at least thirty (30) days prior to the expiration  of
such  policies,  furnish Lessor with  renewals  or  "binders"
thereof,  or Lessor may order such insurance and  charge  the
cost  thereof  to Lessee, which amount shall  be  payable  by
Lessee upon demand.  Lessee shall not do or permit to be done
anything   which  shall  invalidate  the  insurance  policies
referred to in Paragraph 8.3.

9.   Damage or Destruction.

     9.1  Definitions.

           (a)   "Premises Partial Damage" shall herein  mean
damage or destruction to the Premises to the extent that  the
cost  of repair is less than 50% of the fair market value  of
the Premises immediately prior to such damage or destruction.
"Premises  Building Partial Damage" shall herein mean  damage
or  destruction to the building of which the Premises  are  a
part to the extent that the cost of repair, is less than  50%
of  the  fair  market  value  of such  building  as  a  whole
immediately prior to such damage or destruction.

          (b)  "Premises Total Destruction" shall herein mean
damage or destruction to the Premises to the extent that  the
cost of repair is 50% or more of the fair market value of the
Premises  immediately  prior to such damage  or  destruction.
"Premises  Building  Total  Destruction"  shall  herein  mean
damage  or destruction to the building of which the  Premises
are  a  part to the extent that the cost of repair is 50%  or
more  of  the fair market value of such building as  a  whole
immediately prior to such damage or destruction.

           (c)   "Insured Loss" shall herein mean  damage  or
destruction  which  was caused by an  event  required  to  be
covered by the insurance described in paragraph 8.

      9.2   Partial  Damage - Insured Loss.  Subject  to  the
provisions  of  paragraph 9.4, 9.5 and 9.6, if  at  any  time
during  the  term of this Lease there is damage which  is  an
Insured  Loss  and  which falls into  the  classification  of
Premises Partial Damage or Premises Building Partial  Damage,
then Lessor shall, at Lessor's sole cost, repair such damage,
but  not Lessee's fixtures, equipment or tenant improvements,
as  soon as reasonably possible and this Lease shall continue
in full force and effect.

      9.3  (#3) Partial Damage - Uninsured Loss.  Subject  to
the provisions of Paragraphs 9.4, 9.5 and 9.6, if at any time
during the term of this Lease there is damage which is not an
Insured  Loss  and  which falls within the classification  of
Premises Partial Damage or Premises Building Partial  Damage,
unless  caused  by a negligent or willful act of  Lessee  (in
which  event  Lessee  shall  make  the  repairs  at  Lessee's
expense),  Lessor may at  Lessor's option either  (i)  repair
such  damage  as  soon  as reasonably  possible  at  Lessor's
expense,  in  which event this Lease shall continue  in  full
force  and  effect,  or (ii) give written  notice  to  Lessee
within  thirty (30) days after the date of the occurrence  of
such  damage  of Lessor's intention to cancel  and  terminate
this  Lease, as of the date of the occurrence of such damage.
In  the  event Lessor elects to give such notice of  Lessor's
intention  to  cancel and terminate this Lease, Lessee  shall
have the right within ten (10) days after the receipt of such
notice to give written notice to Lessor of Lessee's intention
to   repair   such   damage  at  Lessee's  expense,   without
reimbursement  from Lessor, in which event this  Lease  shall
continue  in full force and effect, and Lessee shall  proceed
to  make  such  repairs as soon as reasonably  possible.   If
Lessee  does  not give such notice within such 10-day  period
this  Lease shall be cancelled and terminated as of the  date
of the occurrence of such damage.

      9.4  Total Destruction.  If at any time during the term
of  this  Lease  there is damage, whether or not  an  Insured
Loss,  (including  destruction  required  by  any  authorized
public  authority),  which falls into the  classification  of
Premises   Total  Destruction  or  Premises  Building   Total
Destruction, this Lease shall automatically terminate  as  of
the date of such total destruction.

     9.5  Damage Near End of Term.

           (a)  If at any time during the last six months  of
the  term  of this Lease there is damage, whether or  not  an
Insured  Loss,  which  falls  within  the  classification  of
Premises Partial Damage, Lessor may at Lessor's option cancel
and terminate this Lease as of the date of occurrence of such
damage  by  giving  written  notice  to  Lessee  of  Lessor's
election to do so within 30 days after the date of occurrence
of such damage.

           (b)   Notwithstanding paragraph  9.59(a),  in  the
event  that  Lessee  has an option to extend  or  renew  this
Lease, and the time within which said option may be exercised
has not yet expired, Lessee shall exercise such option, if it
is  to  be exercised at all, no later than 20 days after  the
occurrence   of   an   Insured  Loss   falling   within   the
classification of Premises Partial Damage during the last six
months  of  the term of this Lease.  If Lessee duly exercises
such  option  during  said 20 day period,  Lessor  shall,  at
Lessor's  expense, repair such damage as soon  as  reasonably
possible  and  this Lease shall continue in  full  force  and
effect.  If Lessee fails to exercise such option during  said
20  day  period, then Lessor may at Lessor's option terminate
and  cancel  this Lease as of the expiration of said  20  day
period  by  giving  written  notice  to  Lessee  of  Lessor's
election to do so within 10 days after the expiration of said
20  day period, notwithstanding any term or provision in  the
grant of option to the contrary.

     9.6  Abatement of Rent; Lessee's Remedies.

          (a)  In the event of damage described in paragraphs
9.2  or  9.3,  and Lessor or Lessee repairs or  restores  the
Premises pursuant to the provisions of this Paragraph 9,  the
rent  payable  hereunder  for the period  during  which  such
damage,  repair or restoration continues shall be  abated  in
proportion  to  the  degree  to which  Lessee's  use  of  the
Premises is impaired.  Except for abatement of rent, if  any,
Lessee  shall  have no claim against Lessor  for  any  damage
suffered by reason of any such damage, destruction, repair or
restoration.

          (b)  (#4) If Lessor shall be obligated to repair or
restore the Premises under the provisions of this Paragraph 9
and  shall not commence such repair or restoration within  90
days  after  such  obligations shall accrue,  Lessee  may  at
Lessee's  option  cancel and terminate this Lease  by  giving
Lessor  written notice of Lessee's election to do so  at  any
time prior to the commencement of such repair or restoration.
In  such  event this Lease shall terminate as of the date  of
such notice.

      9.7   Termination - Advance Payments.  Upon termination
of  this  Lease  pursuant to this Paragraph 9,  an  equitable
adjustment  shall  be made concerning advance  rent  and  any
advance payments made by Lessee to Lessor.  Lessor shall,  in
addition,  return  to  Lessee so much  of  Lessee's  security
deposit as has not theretofore been applied by Lessor.


      9.8  Waiver.  Lessor and Lessee waive the provisions of
any  statutes  which  relate to termination  of  leases  when
leased property is destroyed and agree that such event  shall
be governed by the terms of this Lease.

10.  Real Property Taxes.

     10.1 Payment of Tax Increase.  Lessor shall pay the real
property tax, as defined in paragraph 10.3, applicable to the
Premises;  provided,  however,  that  Lessee  shall  pay,  in
addition  to rent, the amount, if any, by which real property
taxes  applicable to the Premises increase  over  the  fiscal
real  estate tax year 1990-1991.  Such payment shall be  made
by  Lessee within thirty (30) days after receipt of  Lessor's
written  statement setting forth the amount of such  increase
and the computation thereof.  If the term of this Lease shall
not expire concurrently with the expiration of the tax fiscal
year,  Lessee's liability for increased taxes  for  the  last
partial lease year shall be prorated on an annual basis.

     10.2 Additional Improvements.  Notwithstanding paragraph
10.1  hereof, Lessee shall pay to Lessor upon demand therefor
the entirety of any increase in real property tax if assessed
solely  by reason of additional improvements placed upon  the
Premises by Lessee or at Lessee's request.

     10.3 Definition of "Real Property Tax".  As used herein,
the  term "real property tax" shall include any form of  real
estate  tax  or  assessment, general,  special,  ordinary  or
extraordinary,  and any license fee, commercial  rental  tax,
improvement   bond  or  bonds,  levy  or  tax   (other   than
inheritance, personal income or estate taxes) imposed on  the
Premises by any authority having the direct or indirect power
to  tax, including any city, state or federal government,  or
any school, agricultural, sanitary, fire, street, drainage or
other  improvement district thereof, as against any legal  or
equitable interest of Lessor in the Premises or in  the  real
property  of  which  the  Premises are  a  part,  as  against
Lessor's  right  to  rent or other income therefrom,  and  as
against Lessor's business of leasing the Premises.  The  term
"real  property  tax" shall also include any tax,  fee  levy,
assessment  or  charge (i) in substitution of,  partially  or
totally,  any tax, fee levy, assessment or charge hereinabove
included  within  the definition of "real property  tax,"  or
(ii) the nature of which was hereinbefore included within the
definition of "real property tax", or (iii) which is  imposed
for a service or right not charged prior to June 1, 1978, or,
if previously charged, has been increased since June 1, 1978,
or  (iv)  which is imposed as a result of a transfer,  either
partial  or  total, of Lessor's interest in the  Premises  or
which  is  added  to  a  tax or charge hereinbefore  included
within the definition of real property tax by reason of  such
transfer,  or  (v)  which  is  imposed  by  reason  of   this
transaction,  any  modifications or changes  hereto,  or  any
transfers hereof.

       10.4  Joint  Assessment.   If  the  Premises  are  not
separately assessed, Lessee's liability shall be an equitable
proportion of the real property taxes for all of the land and
improvements  included within the tax parcel  assessed,  such
proportion  to  be determined by Lessor from  the  respective
valuations  assigned in the assessor's work  sheets  or  such
other  information as may be reasonably available.   Lessor's
reasonable  determination thereof, in good  faith,  shall  be
conclusive.

     10.5 Personal Property Taxes.

           (a)   Lessee  shall pay prior to  delinquency  all
taxes  assessed  against  and  levied  upon  trade  fixtures,
furnishings,  equipment and all other  personal  property  of
Lessee   contained  in  the  Premises  or  elsewhere.    When
possible,   Lessee   shall   cause   said   trade   fixtures,
furnishings, equipment and all other personal property to  be
assessed  and  billed separately from the  real  property  of
Lessor.

           (b)   If  any  of Lessee's said personal  property
shall  be assessed with Lessor's real property, Lessee  shall
pay  Lessor the taxes attributable to Lessee within  10  days
after  receipt of a written statement setting forth the taxes
applicable to Lessee's property.

11.   Utilities.  Lessee shall pay for all water, gas,  heat,
light,  power,  telephone and other  utilities  and  services
supplied  to  the Premises, together with any taxes  thereon.
If  any  such services are not separately metered to  Lessee,
lessee shall pay a reasonable proportion to be determined  by
Lessor or all charges jointed metered with other premises.

12.  Assignment and Subletting.

      12.1   Lessors's  Consent Required.  Lessee  shall  not
voluntarily   or  by  operation  of  law  assign,   transfer,
mortgage,  sublet, or otherwise transfer or encumber  all  or
any  part  of  Lessee's  interest in this  Lease  or  in  the
Premises,  without  Lessor's  prior  written  consent,  which
Lessor shall not unreasonably withhold.  Lessor shall respond
to  Lessee's request for consent hereunder in a timely manner
and any attempted assignment, transfer, mortgage, encumbrance
or  subletting without such consent shall be void, and  shall
constitute a breach of this Lease.

      12.2  Lessee Affiliate.  Notwithstanding the provisions
of  paragraph  12.1 hereof, Lessee may assign or  sublet  the
Premises,  or any portion thereof, without Lessor's  consent,
to  any  corporation which controls, is controlled by  or  is
under  common  control  with Lessee, or  to  any  corporation
resulting from the merger or consolidation with Lessee, or to
any  person or entity which acquires all the assets of Lessee
as a going concern of the business that is being conducted on
the  Premises, provided that said assignee assumes, in  full,
the  obligations  of  Lessee  under  this  Lease.   Any  such
assignment  shall  not,  in  any way,  affect  or  limit  the
liability  of  Lessee under the terms of this Lease  even  if
after  such assignment or subletting the terms of this  Lease
are  materially  changed or altered without  the  consent  of
Lessee, the consent of whom shall not be necessary.

      12.3   No  Release of Lessee.  Regardless  of  Lessor's
consent, no subletting or assignment shall release Lessee  of
Lessee's obligation or alter the primary liability of  Lessee
to  pay the rent and to perform all other obligations  to  be
performed  by Lessee hereunder.  The acceptance  of  rent  by
Lessor  from  any other person shall not be deemed  to  be  a
waiver  by  Lessor of any provision hereof.  Consent  to  one
assignment or subletting shall not be deemed consent  to  any
subsequent assignment or subletting.  In the event of default
by  any assignee of Lessee or any successor of Lessee, in the
performance  of any of the terms hereof, Lessor  may  proceed
directly  against Lessee without the necessity of  exhausting
remedies  against  said  assignee.   Lessor  may  consent  to
subsequent  assignments  or  subletting  of  this  Lease   or
amendments  or modifications to this Lease with assignees  of
Lessee, without notifying Lessee, or any successor of Lessee,
and  without obtaining its or their consent thereto and  such
action  shall  not  relieve Lessee of  liability  under  this
Lease.

     12.4  Attorney's Fees.  In the event Lessee shall assign
or  sublet  the Premises or request the consent of Lessor  to
any  assignment or subletting or if Lessee shall request  the
consent  of  Lessor for any act Lessee proposes  to  do  then
Lessee  shall pay Lessor's reasonable attorneys fees incurred
in  connection therewith, such attorneys fees not  to  exceed
$350.00 for each such request.

13.  Defaults; Remedies.

      13.1   Defaults.  The occurrence of any one or more  of
the  following events shall constitute a material default and
breach of this Lease by Lessee:

          (a)  The vacating or abandonment of the Premises by
Lessee.

          (b)  (#5) The failure by Lessee to make any payment
of  rent  or any other payment required to be made by  Lessee
hereunder,  as  and  when  due,   where  such  failure  shall
continue  for  a  period of three days after  written  notice
thereof  from  Lessor to Lessee.  In the  event  that  Lessor
serves  Lessee with a Notice to Pay Rent or Quit pursuant  to
applicable Unlawful Detainer statues such Notice to Pay  Rent
or  Quit  shall also constitute the notice required  by  this
subparagraph.

           (c)   The failure by Lessee to observe or  perform
any  of the covenants, conditions or provisions of this Lease
to  be  observed or performed by Lessee, other than described
in paragraph (b) above, where such failure shall continue for
a  period of 30 days after written notice thereof from Lessor
to  Lessee; provided, however, that if the nature of Lessee's
default  is  such  that  more than  30  days  are  reasonably
required for its cure, then Lessee shall not be deemed to  be
in  default if Lessee commenced such cure within said  30-day
period  and  thereafter diligently prosecutes  such  cure  to
completion.

           (d)   (i)  The  making by Lessee  of  any  general
arrangement or assignment for the benefit of creditors;  (ii)
Lessee becomes a "debtor" as defined in 11 U.S.C. 101 or  any
successor  statue thereto (unless, in the case of a  petition
filed  against Lessee, the same is dismissed within 60 days);
(iii)  the  appointment  of a trustee  or  receiver  to  take
possession of substantially all of Lessee's assets located at
the  Premises  or of Lessee's interest in this  Lease,  where
possession is not restored to Lessee within 30 days; or  (iv)
the  attachment,  execution  or  other  judicial  seizure  of
substantially all of Lessee's assets located at the  Premises
or  of Lessee's interest in this Lease, where such seizure is
not  discharged  within 30 days.  Provided, however,  in  the
event  that  any  provision  of  this  paragraph  13.1(d)  is
contrary to any applicable law, such provision shall be of no
force or effect.

           (e)   The  discovery by Lessor that any  financial
statement given to Lessor by Lessee, any assignee of  Lessee,
any  subtenant of Lessee, any successor in interest of Lessee
or any guarantor of Lessee's obligation hereunder, and any of
them, was materially false.

      13.2   Remedies.   In the event of  any  such  material
default  or  breach  by  Lessee,  Lessor  may  at  any   time
thereafter,  with  or without notice or  demand  and  without
limiting Lessor in the exercise of any right or remedy  which
Lessor may have by reason of such default or breach:

           (a)  Terminate Lessee's right to possession of the
Premises by any lawful means, in which case this Lease  shall
terminate  and Lessee shall immediately surrender  possession
of  the  Premises to Lessor.  In such event Lessor  shall  be
entitled  to  recover  from Lessee all  damages  incurred  by
Lessor  by  reason  of Lessee's default  including,  but  not
limited  to,  the  cost  of  recovering  possession  of   the
Premises;   expenses   of  reletting,   including   necessary
renovation   and  alteration  of  the  Premises,   reasonable
attorney's  fees,  and  any real estate  commission  actually
paid;  the  worth  at the time of award by the  court  having
jurisdiction thereof of the amount by which the  unpaid  rent
for  the  balance of the term after the time  of  such  award
exceeds  the  amount of such rental loss for the same  period
that  Lessee proves could be reasonably avoided; that portion
of   the  leasing  commission  paid  by  Lessor  pursuant  to
Paragraph 15 applicable to the unexpired term of this Lease.

          (b)  Maintain Lessee's right to possession in which
case  this  Lease  shall continue in effect  whether  or  not
Lessee  shall  have abandoned the Premises.   In  such  event
Lessor  shall  be entitled to enforce all of Lessor's  rights
and remedies under this Lease, including the right to recover
the rent as it becomes due hereunder.

           (c)   Pursue  any  other remedy now  or  hereafter
available  to Lessor under the laws or judicial decisions  of
the   state   wherein  the  Premises  are  located.    Unpaid
installments of rent and other unpaid monetary obligations of
Lessee under the terms of this Lease shall bear interest from
the date due at the maximum rate then allowable by law.




     13.3  Default by Lessor.  Lessor shall not be in default
unless Lessor fails to perform obligations required of Lessor
within  a reasonable time, but in no event later than  thirty
(30) days after written notice by Lessee to Lessor and to the
holder  of  any first mortgage or deed of trust covering  the
Premises  whose name and address shall have theretofore  been
furnished to Lessee in writing, specifying wherein Lessor has
failed to perform such obligation; provided, however, that if
the  nature  of  Lessor's obligation is such that  more  than
thirty  (30)  days are required for performance  then  Lessor
shall  not  be  in  default if Lessor  commences  performance
within   such   30-day   period  and  thereafter   diligently
prosecutes the same to completion.

      13.4   Late  Charges.  (#6) Lessee hereby  acknowledges
that  late payment by Lessee to Lessor of rent and other sums
due   hereunder  will  cause  Lessor  to  incur   costs   not
contemplated by this Lease, the exact amount of which will be
extremely  difficult to ascertain.  Such costs  include,  but
are  not  limited to, processing and accounting charges,  and
late  charges which may be imposed on Lessor by the terms  of
any   mortgage   or   trust  deed  covering   the   Premises.
Accordingly, if any installment of rent or any other sum  due
from  Lessee  shall  not be received by  Lessor  or  Lessor's
designee within ten (10) days after such amount shall be due,
then,  without  any requirement for notice to Lessee,  Lessee
shall pay to Lessor a late charge equal to 6% of such overdue
amount.   The  parties  hereby agree that  such  late  charge
represents a fair and reasonable estimate of the costs Lessor
will  incur  by reason of late payment by Lessee.  Acceptance
or such late charge by Lessor shall in no event constitute  a
waiver  of  Lessee's  default with respect  to  such  overdue
amount,  nor prevent Lessor from exercising any of the  other
rights  and remedies granted hereunder.  In the event that  a
late  charge is payable hereunder, whether or not  collected,
for  three  (3) consecutive installments of rent,  then  rent
shall  automatically  become due  and  payable  quarterly  in
advance, rather than monthly, notwithstanding paragraph 4  or
any other provision of this Lease to the contrary.

      13.5   Impounds.  In the event that a  late  charge  is
payable  hereunder, whether or not collected, for  three  (3)
installments  of  rent  or any other monetary  obligation  of
Lessee  under  the terms of this Lease, Lessee shall  pay  to
Lessor, if Lessor shall so request, in addition to any  other
payments  required  under  this  Lease,  a  monthly   advance
installment, payable at the same time as the monthly rent, as
estimated  by  Lessor, for real property  tax  and  insurance
expenses  on  the Premises which are payable by Lessee  under
the  terms of this Lease.  Such fund shall be established  to
insure payment when due before delinquency of any or all such
real  property taxes and insurance premiums.  If the  amounts
paid  to  Lessor  by  Lessee under  the  provisions  of  this
paragraph  are  insufficient to discharge the obligations  of
Lessee to pay such real property taxes and insurance premiums
as  the  same  become due, Lessee shall pay to  Lessor,  upon
Lessor's  demand, such additional sums necessary to pay  such
obligations.  All moneys paid to Lessor under this  paragraph
may be intermingled with other moneys of Lessor and shall not
bear  interest.  In the event of a default in the obligations
of  Lessee  to  perform under this Lease,  then  any  balance
remaining  from funds paid to Lessor under the provisions  of
this  paragraph may, at the option of Lessor, be  applied  to
the  payment  of any monetary default of Lessee  in  lieu  of
being  applied  to  the  payment of  real  property  tax  and
insurance premiums.

14.   Condemnation.   (#7)  If the Premises  or  any  portion
thereof are taken  under the power of eminent domain, or sold
under  the threat of the exercise of said power (all of which
are herein called "condemnation"), this Lease shall terminate
as  to  the  part  so  taken as of the  date  the  condemning
authority takes title or possession, whichever first  occurs.
If  more  than 10% of the floor area of the building  on  the
Premises,  or more than 25% of the land area of the  Premises
which   is  not  occupied  by  any  building,  is  taken   by
condemnation, Lessee may, at Lessee's option, to be exercised
in  writing only within ten 910) days after Lessor shall have
given Lessee written notice of such taking (or in the absence
of  such  notice, within ten (10) days after  the  condemning
authority  shall have taken possession) terminate this  Lease
as   of   the  date  the  condemning  authority  takes   such
possession.   If  Lessee  does not terminate  this  Lease  in
accordance  with  the foregoing, this Lease shall  remain  in
full  force  and  effect as to the portion  of  the  Premises
remaining,  except  that the rent shall  be  reduced  in  the
proportion that the floor area of the building taken bears to
the  total  floor  area  of  the building  situation  on  the
Premises. (#8) Any award for the taking of all or any part of
the Premises under the power of eminent domain or any payment
made under the threat of the exercise of such power shall  be
the  property of Lessor, whether such award shall be made  as
compensation for diminution in value of the leasehold or  for
the  taking  of  the fee, or as severance damages;  provided,
however, that Lessee shall be entitled to any award for  loss
of  or  damage  to  Lessee's  trade  fixtures  and  removable
personal  property.   In the event that  this  Lease  is  not
terminated  by reason of such condemnation, Lessor  shall  to
the  extent  of  severance  damages  received  by  Lessor  in
connection with such condemnation, repair any damage  to  the
Premises  caused by such condemnation except  to  the  extent
that  Lessee  has been reimbursed therefor by the  condemning
authority.   Lessee shall pay any amount in  excess  of  such
severance damages required to complete such repair.

15.  Broker's Fee.

           (a)  Upon execution of this Lease by both parties,
Lessor shall pay to N/A Licensed real estate broker(s), a fee
as  set forth in a separate agreement between lessor and said
broker(s),  or  in  the event there is no separate  agreement
between  Lessor  and said broker(s), the sum  of  $____,  for
brokerage  services rendered by said broker(s) to  Lessor  in
this transaction.

          (b)  Lessor further agrees that if Lessee exercises
any  Option as defined in paragraph 39.1 of this Lease, which
is  granted  to Lessee under this Lease, or any  subsequently
granted  option which is substantially similar to  an  Option
granted to Lessee under this Lease, or if Lessee acquires any
rights  to the Premises or other premises described  in  this
Lease  which  are substantially similar to what Lessee  would
have  acquired  had an Option herein granted to  Lessee  been
exercised, or if Lessee remains in possession of the Premises
after  the expiration of the term of this Lease after  having
failed  to exercise an Option, or if said broker(s)  are  the
procuring  cause  of  any other lease or  safe  entered  into
between  the  parties pertaining to the Premises  and/or  any
adjacent property in which Lessor has an interest, then as to
any  of said transactions, Lessor shall pay said broker(s)  a
fee  in  accordance  with the schedule of said  broker(s)  in
effect at the time of execution of this Lease.

           (c)   Lessor  agrees to pay said fee not  only  on
behalf   of  Lessor  but  also  on  behalf  of  any   person,
corporation, association, or other entity having an ownership
interest in said real property or any part thereof, when such
fee is due hereunder.  Any transferee of Lessor's interest in
this  Lease,  whether such transfer is  by  agreement  or  by
operation  of  law, shall be deemed to have assumed  Lessor's
obligation under this Paragraph 15.  Said broker shall  be  a
third  party beneficiary of the provisions of this  Paragraph
15.

16.  Estoppel Certificate.

           (a)   Lessee shall at any time upon not less  than
ten  (10)  days'  prior written notice from  Lessor  execute,
acknowledge and deliver to Lessor a statement in writing  (i)
certifying  that this Lease is unmodified and in  full  force
and  effect  (or,  if modified, stating the  nature  of  such
modification and certifying that this Lease, as so  modified,
is  in full force and effect) and the date to which the  rent
and  other  charges  are paid in advance  if  any,  and  (ii)
acknowledging that there are not, to Lessee's knowledge,  any
uncured  defaults  on  the  part  of  Lessor  hereunder,   or
specifying  such  defaults  if any  are  claimed.   Any  such
statement  may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises.


           (b)   At  Lessor's  option,  Lessee's  failure  to
deliver  such statement within such time shall be a  material
breach  of this Lease or shall be conclusive upon Lessee  (i)
that  this  Lease  is  in  full  force  and  effect,  without
modification, except as may be presented by Lessor, (ii) that
there  are  no uncured defaults in Lessor's performance,  and
(iii)  that not more than one month's rent has been  paid  in
advance  or  such failure may be considered by  Lessor  as  a
default by Lessee under this Lease.

           (c)   If Lessor desires to finance, refinance,  or
sell  the Premises, or any part thereof, Lessee hereby agrees
to  deliver to any lender or purchaser designated  by  Lessor
such  financial  statements of lessee as  may  be  reasonably
required by such lender or purchaser.  Such statements  shall
include the past three years' financial statements of Lessee.
All such financial statements shall be received by Lessor and
such lender or purchaser in confidence and shall be used only
for the purposes herein set forth.

17.   Lessor's  Liability. (#9) The  term  "Lessor"  as  used
herein  shall mean only the owner or owners at  the  time  in
question of the fee title or a lessee's interest in a  ground
lease  of  the Premises, and except as expressly provided  in
Paragraph 15, in the event of any transfer of such  title  or
interest.   Lessor  herein  named  (and  in  cases   of   any
subsequent transfers then the grantor) shall be relieved from
and  after  the  date of such transfer of  all  liability  as
respects  Lessor's obligations thereafter  to  be  performed,
provided  that any funds in the hands of Lessor or  the  then
grantor at the time of such transfer, in which Lessee has  an
interest, shall be delivered to the grantee.  The obligations
contained  in  this Lease to be performed  by  Lessor  shall,
subject  as aforesaid, be binding on Lessor's successors  and
assigns, only during their respective periods of ownership.

18.   Severability. The invalidity of any provision  of  this
Lease  as  determined  by a court of competent  jurisdiction,
shall  in  no way affect the validity of any other  provision
hereof.

19.   Interest on Past-due Obligations.  Except as  expressly
herein  provided, any amount due to Lessor not paid when  due
shall bear interest at the maximum rate then allowable by law
from the date due.  Payment of such interest shall not excuse
or  cure  any  default by Lessee under this Lease,  provided,
however,  that interest shall not be payable on late  charges
incurred by Lessee nor on any amounts upon which late charges
are paid by Lessee.

20.  Time of Essence.  Time is of the essence.

21.  Additional Rent.  Any monetary obligations of Lessee  to
Lessor  under the terms of this Lease shall be deemed  to  be
rent.

22.   Incorporation  of Prior Agreements;  Amendments.   This
Lease contains all agreements of the parties with respect  to
any   matter   mentioned  herein.   No  prior  agreement   or
understanding  pertaining  to  any  such  matter   shall   be
effective.   This  Lease  may be modified  in  writing  only,
signed  by  the  parties  in interest  at  the  time  of  the
modification.   Except  as otherwise stated  in  this  Lease,
Lessee  hereby  acknowledges that  neither  the  real  estate
broker  listed  in  Paragraph 15 hereof nor  any  cooperating
broker on this transaction nor the Lessor or any employees or
agents  of  any of said persons has made any oral or  written
warranties  or  representations to  Lessee  relative  to  the
condition  or  use  by  Lessee of said  Premises  and  Lessee
acknowledges that Lessee assumes all responsibility regarding
the  Occupational  Safety  Health  Act,  the  legal  use  and
adaptability of the Premises and the compliance thereof  with
all applicable laws and regulations in effect during the term
of this Lease except as otherwise specifically stated in this
Lease.




23.   Notices.  Any notice required or permitted to be  given
hereunder  shall be in writing and may be given  by  personal
delivery or by certified mail, and if given personally or  by
mail,  shall  be  deemed sufficiently given if  addressed  to
Lessee  or to Lessor at the address noted below the signature
of  the respective parties, as the case may be.  Either party
may  by  notice to the other specify a different address  for
notice  purposes except that upon Lessee's taking  possession
of  the  Premises,  the  Premises shall  constitute  Lessee's
address  for notice purposes.  A copy of all notices required
or  permitted  to  be  given  to Lessor  hereunder  shall  be
concurrently  transmitted to such party or  parties  at  such
addresses as Lessor may from time to time hereafter designate
by notice to Lessee.

24.   Waivers.   No waiver by Lessor or any provision  hereof
shall be deemed a waiver of any other provision hereof or  of
any  subsequent  breach by Lessee of the same  or  any  other
provision.   Lessor's  consent to, or approval  of  any  act,
shall  not  be deemed to render unnecessary the obtaining  of
Lessor's  consent  to or approval of any  subsequent  act  by
Lessee.  The acceptance of rent hereunder by Lessor shall not
be  a  waiver  of  any  preceding breach  by  Lessee  of  any
provision hereof, other than the failure of Lessee to pay the
particular rent so accepted, regardless of Lessor's knowledge
of  such  preceding breach at the time of acceptance of  such
rent.

25.  Holding Over.  If Lessee, with Lessor's consent, remains
in  possession of the Premises or any part thereof after  the
expiration  of  the term hereof, such occupancy  shall  be  a
tenancy  from month to month upon all the provisions of  this
Lease  pertaining  to  the obligations  of  Lessee,  but  all
options and rights of first refusal, if any granted under the
terms  of this Lease shall be deemed terminated and be of  no
further effect during said month to month tenancy.

27.   Cumulative  Remedies.  No remedy or election  hereunder
shall  be  deemed exclusive but shall, wherever possible,  be
cumulative with all other remedies at law or in equity.

28.   Covenants and Conditions.  Each provision of this Lease
performable by Lessee shall be deemed both a covenant  and  a
condition.

29.    Binding  Effect;  Choice  of  Law.   Subject  to   any
provisions  hereof restricting assignment  or  subletting  by
Lessee  and subject to the provisions of Paragraph  17,  this
Lease shall bind the parties, their personal representatives,
successors and assigns.  This Lease shall be governed by  the
laws of the State wherein the Premises are located.

30.  Subordination. (#10)
           (a)   This  Lease,  at Lessor's option,  shall  be
subordinate to any ground lease, mortgage, deed of trust,  or
any  other hypothecation or security now or hereafter  placed
upon  the real property of which the Premises are a part  and
to  any and all advances made on the security thereof and  to
all renewals, modifications, consolidations, replacements and
extensions   thereof.   Notwithstanding  such  subordination,
Lessee's right to quiet possession of the Premises shall  not
be  disturbed  if Lessee is not in default  and  so  long  as
Lessee shall pay the rent and observe and perform all of  the
provisions  of  this  Lease, unless this Lease  is  otherwise
terminated pursuant to its terms.  If any mortgages,  trustee
or  ground lessor shall elect to have this Lease prior to the
lien  of  its  mortgage, deed of trust or ground  lease,  and
shall  given  written notice thereof to  Lessee,  this  Lease
shall  be  deemed prior to such mortgage, deed of  trust,  or
ground lease, whether this Lease is dated prior or subsequent
to  the date of said mortgage, deed of trust or ground  lease
or the date of recording thereof.

            (b)   Lessee  agrees  to  execute  any  documents
required to effectuate an attornment, a subordination  or  to
make  this Lease prior to the lien or any mortgage,  deed  of
trust  or ground lease, as the case may be.  Lessee's failure
to execute such documents within 10 days after written demand
shall constitute a material default by Lessee hereunder,  or,
at  Lessor's  option, Lessor shall execute such documents  on
behalf  of Lessee as Lessee's attorney-in-fact.  Lessee  does
hereby  make,  constitute and irrevocably appoint  Lessor  as
Lessee's  attorney-in-fact and in Lessee's  name,  place  and
stead,  to  execute  such documents in accordance  with  this
paragraph 30(b).

31.   Attorney's Fees.  If either party or the  broker  named
herein  brings  an  action to enforce  the  terms  hereof  or
declare  rights hereunder, the prevailing party in  any  such
action,  on  trial  or  appeal,  shall  be  entitled  to  his
reasonable attorney's fees to be paid by the losing party  as
fixed  by the court.  The provisions of this paragraph  shall
inure to the benefit of the broker named herein who seeks  to
enforce a right hereunder.

32.  Lessor's Access.  (#11) Lessor and Lessor's agents shall
have the right to enter the Premises at reasonable times  for
the  purpose  of  inspecting the same, showing  the  same  to
prospective purchasers, lenders, or lessees, and making  such
alterations,  repairs,  improvements  or  additions  to   the
Premises  or  to the building of which they  are  a  part  as
Lessor  may deem necessary or desirable.  Lessor may  at  any
time  place on or about the Premises and ordinary "For  Sale"
signs and Lessor may at any time during the last 120 days  of
the  term  hereof place on or about the Premises any ordinary
"For Lease" signs, all without rebate of rent or liability to
Lessee.

33.   Auctions.  Lessee shall not conduct, nor permit  to  be
conducted,  either voluntarily or involuntarily, any  auction
upon  the  Premises  without first having  obtained  Lessor's
prior  written  consent.   Notwithstanding  anything  to  the
contrary  in  this Lease, Lessor shall not  be  obligated  to
exercise   any  standard  of  reasonableness  in  determining
whether to grant such consent.

34.   Signs.  (#12)  Lessee shall not pace any sign upon  the
Premises  without Lessor's prior written consent except  that
Lessee shall have the right, without the prior permission  of
Lessor  to place ordinary and usual for rent or sublet  signs
thereon.

35.   Merger.  The voluntary or other surrender of this Lease
by Lessee, or a mutual cancellation thereof, or a termination
by  Lessor, shall not work a merger, and shall, at the option
of Lessor, terminate all or any existing subtenancies or may,
at  the  option of Lessor, operate as an assignment to Lessor
of any or all of such subtenancies.

36.   Consents.  Except for paragraph 33 hereof, wherever  in
this Lease the consent of one party is required to an act  of
the  other  party,  such consent shall  not  be  unreasonably
withheld.

37.   Guarantor.  In the event that there is a  guarantor  of
this Lease, said guarantor shall have the same obligations as
Lessee under this Lease.

38.   Quiet Possession.  Upon Lessee paying the rent for  the
Premises  and  observing and performing all of the  covenants
and  provisions on Lessee's part to be observed and performed
hereunder, Lessee shall have quiet possession of the Premises
for  the  entire term hereof subject to all of the provisions
of  this  Lease.   The individuals executing  this  Lease  on
behalf  of  Lessor represent and warrant to Lessee that  they
are  fully  authorized and legally capable of executing  this
Lease  on behalf of Lessor and that such execution is binding
upon  all  parties  holding  an  ownership  interest  in  the
Premises.

39.  Options.

      39.1   Definition.  As used in this paragraph the  word
"Options" has the following meaning: (1) the right or  option
to extend the term of this Lease or to renew this Lease or to
extend  or renew any lease that Lessee has on other  property
of  Lessor; (2) the option or right of first refusal to lease
the  Premises  or  the  right of first  offer  to  lease  the
Premises  or  the  right  of first  refusal  to  lease  other
property of Lessor or the right of first offer to lease other
property  of Lessor; (3) the right or option to purchase  the
Premises,  or  the  right of first refusal  to  purchase  the
Premises,  or  the  right  of first  offer  to  purchase  the
Premises or the right or option to purchase other property of
Lessor,  or  the  right of first refusal  to  purchase  other
property  of  Lessor or the right of first offer to  purchase
other property of Lessor.

      39.2   Options Personal.  Options granted to Lessee  in
this Lease are personal to Lessee and may not be exercised or
be  assigned,  voluntarily or involuntarily,  by  or  to  any
person  or  entity other than Lessee, provided, however,  the
Option  may  be  exercised  by  or  assigned  to  any  Lessee
Affiliate  as defined in paragraph 12.2 of this  Lease.   The
options  herein granted to Lessee are not assignable separate
and apart from this Lease.

     39.3 Multiple Options.  In the event that Lessee has any
multiple options to extend or renew this Lease a later option
cannot  be  exercised unless the prior option  to  extend  or
renew this Lease has been so exercised.

     39.4 Effect of Default on Options.

           (a)   Lessee  shall have no right to  exercise  an
Option, notwithstanding any provision in the grant of  Option
to the contrary, (i) during the time commencing from the date
Lessor  gives  to  Lessee  a notice of  default  pursuant  to
paragraph 13.1(b) or 13.1(c) and continuing until the default
alleged  in  said notice of default is cured, or (ii)  during
the  period  of time commencing on the day after  a  monetary
obligation  to Lessor is due from Lessee and unpaid  (without
any  necessity for notice thereof to Lessee) continuing until
the  obligation is paid, or (iii) at any time after an  event
of  default  described  in paragraphs  13.1(a),  13.1(d),  or
13.1(e)  (without any necessity of Lessor to give  notice  of
such default to Lessee), or (iv) in the event that Lessor has
given  to  Lessee  three  or more notices  of  default  under
paragraph 13.1(b), where a late charge becomes payable  under
paragraph  13.4  for  each  of such  defaults,  or  paragraph
13.1(c), whether or not the defaults are cured, during the 12
month  period  prior  to  the time  that  Lessee  intends  to
exercise the subject option.

           (b)  The period of time within which an Option may
be  exercised shall not be extended or enlarged by reason  of
Lessee's  inability  to  exercise an Option  because  of  the
provisions of paragraph 39.4(a).

           (c)  All rights of Lessee under the provisions  of
an  Option  shall  terminate and be of no  further  force  or
effect,  notwithstanding Lessee's due and timely exercise  of
the  Option,  if after such exercise and during the  term  of
this  Lease,  (i)  Lessee fails to pay to Lessor  a  monetary
obligation  of  Lessee for a period of  30  days  after  such
obligation  becomes due (without any necessity of  Lessor  to
give  notice  thereof  to Lessee), or (ii)  Lessee  fails  to
commence  to  cure  a default specified in paragraph  13.1(c)
within  30  days after the date that Lessor gives  notice  to
Lessee  of  such  default and/or Lessee fails  thereafter  to
diligently prosecute said cure to completion, or (iii) Lessee
commits a default described in paragraph 13.1(a), 13.1(d)  or
13.1(e)  (without any necessity of Lessor to give  notice  of
such default to Lessee), or (iv) Lessor gives to Lessee three
or  more notices of default under paragraph 13.1(b), where  a
late  charge  becomes payable under paragraph 13.4  for  each
such  default,  or  paragraph 13.1(c),  whether  or  not  the
defaults are cured.

40.   Multiple  Tenant  Building.   In  the  event  that  the
Premises  are part of a larger building or group of buildings
ten Lessee agrees that it will abide by, keep and observe all
reasonable rules and regulations which Lessor may  make  from
time to time for the management, safety, care and cleanliness
of  the building and grounds, the parking of vehicles and the
preservation  of  good  order therein  as  well  as  for  the
convenience  of other occupants and tenants of the  building.
The  violations  of any such rules and regulations  shall  be
deemed a material breach of this Lease by Lessee.


41.   Security Measures.  Lessee hereby acknowledges that the
rental payable to Lessor hereunder does not include the  cost
of  guard service or other security measures, and that Lessor
shall  have no obligation whatsoever to provide same.  Lessee
assumes all responsibility for the protection of Lessee,  its
agents and invitees from acts of third parties.

42.   Easements.  Lessor reserves to itself the  right,  from
time to time, to grant such easements, rights and dedications
that  Lessor deems necessary or desirable, and to  cause  the
recordation of Parcel Maps and restrictions, so long as  such
easements, rights, dedications, Maps and restrictions do  not
unreasonably  interfere  with the  Use  of  the  Premises  by
Lessee.    Lessee   shall  sign  any  of  the  aforementioned
documents upon request of Lessor and failure to do  so  shall
constitute a material breach of this Lease.

43.   Performance Under Protest.  If at any  time  a  dispute
shall  arise as to any amount or sum of money to be  paid  by
one party to the other under the provisions hereof, the Party
against  whom  the  obligation to pay the money  is  asserted
shall have the right to make payment "under protect" and such
payment  shall  not be regarded as a voluntary  payment,  and
there  shall survive the right on the part of said  party  to
institute  suit  for recovery of such sum.  If  it  shall  be
adjudged  that there was no legal obligation on the  part  of
said  party  to pay such sum or any part thereof, said  party
shall  be entitled to recover such sum or so much thereof  as
it  was  not legally required to pay under the provisions  of
this Lease.

44.   Authority.   If  Lessee  is a  corporation,  trust,  or
general  or  limited  partnership, each individual  executing
this  Lease on behalf of such entity represents and  warrants
that he or she is duly authorized to execute and deliver this
Lease  on behalf of said entity.  If Lessee is a corporation,
trust  or partnership, Lessee shall, within thirty (30)  days
after execution of this Lease, deliver to Lessor evidence  of
such authority satisfactory to Lessor.

45.   Conflict.  Any conflict between the printed  provisions
of  this  Lease and the typewritten or handwritten provisions
shall   be  controlled  by  the  typewritten  or  handwritten
provisions.

46.   Addendum.   Attached hereto is an addendum  or  addenda
containing  paragraphs A-1 through A-3  which  constitutes  a
part of this Lease.


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE
AND  EACH  TERM  AND  PROVISION  CONTAINED  HEREIN  AND,   BY
EXECUTION  OF  THIS LEASE, SHOW THEIR INFORMED AND  VOLUNTARY
CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE  TIME
THIS  LEASE  IS  EXECUTED,  THE  TERMS  OF  THIS  LEASE   ARE
COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE
OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

     IF  THIS  LEASE  HAS BEEN FILLED  IN  IT  HAS  BEEN
     PREPARED  FOR SUBMISSION TO YOUR ATTORNEY  FOR  HIS
     APPROVAL.   NO REPRESENTATION OR RECOMMENDATION  IS
     MADE   BY  THE  AMERICAN  INDUSTRIAL  REAL   ESTATE
     ASSOCIATION  OR BY THE REAL ESTATE  BROKER  OR  ITS
     AGENTS  OR  EMPLOYEES AS TO THE LEGAL  SUFFICIENCY,
     LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE  OR
     THE TRANSACTION RELATING THERETO; THE PARTIES SHALL
     RELY  SOLELY  UPON THE ADVICE OF  THEIR  OWN  LEGAL
     COUNSEL  AS  TO  THE LEGAL AND TAX CONSEQUENCES  OF
     THIS LEASE.

The  parties  hereto have executed this Lease  on  the  dates
specified    immediately   adjacent   to   their   respective
signatures.

Executed  at 1411 E. Orangethorpe Ave., Fullerton, CA  92631,
by Ron Hart - President, Nelco Products, Inc.

Address  1009 Dolphin Terrace, Corona del Mar, CA  92625,  by
James Emmi - Owner
                   Modification To Lease

       Building Lease between James Emmi, Lessor and
           Nelco, Lessee Dated December 12, 1989

            1100 E. Kimberly Avenue, Anaheim, CA


#1 - 7.3 (c) Last sentence to read:

     In  addition, Lessor may require Lessee to pay  Lessor's
     reasonable attorneys fees and costs in participating  in
     such  action  if Lessor shall decide it is to  Its  best
     interest to do so.

#2 - 7.3 (d) Last sentence to read:

     Notwithstanding the provisions of this Paragraph 7.3(d),
     Lessee's  machinery and equipment, including that  which
     is  affixed to the Premises shall remain the property of
     Lessee  and  may  be removed by Lessee  subject  to  the
     provisions of Paragraph 7.2(c).

#3 - 9.3 First sentence to read:

     Subject  to the provisions of Paragraphs 9.4.  9.5,  and
     9.6,  if at any time during the term of this Lease there
     is  damage which is not an Insured Loss and which  falls
     within the classification of Premises Partial Damage  or
     Premises  Building  Partial  Damage,  unless  caused  by
     negligent  or  willful  act of Lessee  (in  which  event
     Lessee shall make the repair at Lessee's expense to  the
     extent  caused  by  the negligence  or  willful  act  of
     Lessee......

#4 - 9.6 M First sentence to read:

     If  Lessor  shall be obligated to repair or restore  the
     Premises  under the provisions of this Paragraph  9  and
     shall  not  complete  such repairs  within  90  days  of
     written notice of such occurrence of damage, then Lessee
     may terminate or cancel this lease by written notice  to
     Lessor.

#5 - 13.1 (b) First sentence to read:

     The failure by Lessee to make any payment of rent or any
     other  payment required to be made by Lessee  hereunder,
     as and when due, where such failure shall continue for a
     period  of  three  business days  after  written  notice
     thereof from Lessor to Lessee.

#6 - 13.4 Add to end of paragraph:

     To  the  extent Lesser is entitled to any other recovery
     for damages, and late coverage payment which has already
     been made shall be
     credited against the amount of such damages.

#7 - 14 Second sentence to read:

     Any   of   the  floor  area  of  the  building  on   the
     Premises.....

#8 - 14 Delete the sentence:

     Delete:   No reduction of rent shall occur if  the  only
     area  taken  is  that  which does not  have  a  building
     located thereon.

#9 - 17 Add to end of first sentence:
     shall  be  delivered  to grantee  conditioned  upon  the
     acceptance of the new owners of the terms and provisions
     of this lease.

#10 -   30 Change second sentence to read:

     Notwithstanding  such subordination, Lessee's  right  to
     quiet  possession of the Premises shall not be disturbed
     if  Lessee is not in material default so long as  Lessee
     shall pay the rent and be in substantial compliance with
     all provisions of this Lease.......

#11 -   32 Add to first sentence:

     Lessor and Lessor's agents shall have the right to enter
     the  Premises at reasonable times after providing Lessee
     with  24 hour prior notice for the purpose of inspecting
     the same, showing .....

#12 -   34 Add the sentence:

     All signs currently in place are deemed to have Lessor's
     prior consent.



                            Ron Hart - Nelco Products, Inc.



                            James Emmi - Owner












































                        ADDENDUM TO
         BUILDING LEASE BETWEEN JAMES EMMI, LESSOR
          AND NELCO LESSEE DATED DECEMBER 12, 1989
            1100 E. KIMBERLY AVENUE, ANAHEIM, CA


A1.  CONSUMER PRICE INDEX ADJUSTMENT:

     The  monthly  rental  will  be  increased  in  the  same
     proportion  as  the percentage of increase  of  the  Los
     Angeles/Long Beach/Anaheim area C.P.I. as determined  by
     the  U.S.  Department of Labor Statistics.  The starting
     base  for  the  C.P.I. index will be the index  for  the
     month  of April 1990 which will be stipulated at 133.25.
     The C.P.I. adjustment will be made effective on each  of
     the  2nd,  4th,  6th,  8th and 10th anniversary  of  the
     effective  starting date of the lease (June  21,  1990).
     The  bi-annual adjustment will be made every  two  years
     thereafter   through  the  lease   option   periods   if
     exercised.   The C.P.I. index used for each period  will
     be  the published index for the month of April preceding
     the effective adjustment date.  In no case will the rate
     increase be more than 10% per annum.

A2.  ALTERATIONS

     As  provided  for  in Item 7.3, the building's  original
     configuration and improvements shall be deemed to be the
     condition  of  the building when first occupied  by  the
     Lessee   under   previous  leases.    Any   changes   or
     modifications  having  been  done  subsequent   to   the
     original  occupancy shall be subject to change  back  to
     original  condition before any termination of  lease  at
     the option of Lessor.  Normal wear and tear is excepted.

     This  building  is presently occupied by Lessee  and  is
     acceptable as is.

     The  Lessee  is  hereby  given  approval  to  install  a
     "Treater"  similar to the one in the  1107  E.  Kimberly
     building under the terms and conditions as specified  in
     the lease.

A3.  OPTIONS TO EXTEND LEASE PERIOD.

     The  Lessee is hereby granted the option to extend  this
     lease  for an additional 5 years, June 21, 1995 to  June
     20,  2000  under  the same terms and conditions  as  the
     first   5   years,   providing  that  the   Lessee   has
     substantially complied with all the obligations of  said
     lease  for the first 5 years.  Rental rate will continue
     to  be adjusted as stipulated by C.P.I. adjustment,  and
     tax and insurance adjustments as provided for in lease.

     The  Lessee  is hereby granted the option to renew  this
     lease for an additional 5 year period, June 21, 2000  to
     June 20, 2005.  The rental rate for this period will  be
     determined  by agreement between the Lessor  and  Lessee
     and shall be equal to 90% of the average rental rates in
     effect  at  the time of Lessee's notice of intention  to
     renew.   Average  rental  rates will  be  determined  by
     prevailing   and   available   rental   rates   in   the
     Fullerton/Anaheim  area  for a  minimum  of  6  or  more
     buildings of comparable size and location.

     In  order to exercise the option to extend or renew this
     lease, the Lessee must notify Lessor of his intention to
     exercise his option before January 1, of the year of the
     start of option period.


                            Ron Hart - Nelco Products, Inc.


                            James Emmi - Owner




December 29, 1994





Mr. James Emmi
1009 Dolphin Terrace
Corona del Mar, CA 92625


                                      VIA CERTIFIED MAIL


Dear Mr. Emmi,

Writing to you in my dual capacity as Vice President of Nelco
Products, Inc., this letter serves as formal notice on behalf
of  Nelco Products, Inc., of their intention to exercise  the
June 12, 1995, options to extend the leases of both 1100  and
1107   E.  Kimberly  Avenue,  Anaheim,  CA,  in  accord  with
paragraphs A3 in the Addendums dated December 12 1989, to the
Leases  also  dated  December 12,  1989.   The  options  thus
exercised will run until June 20, 2000.

We extend our best wishes for the New Year.

Sincerely,

NELCO, INTERNATIONAL CORPORATION



Lee H. Newton
Vice President Finance


copy:   Ron Hart, Nelco Products Inc.
          Phil Smoot, Nelco International Corporation
          Allen Levine, Park Electrochemical Corp.









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex1002.txt
<DESCRIPTION>EXHIBIT
<TEXT>
EXHIBIT 10.02
             STANDARD INDUSTRIAL LEASE - GROSS

        AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION


1.    Parties.   This  Lease, dated, for reference  purposes
only,  December 12, 1989, is made by and between James  Emmi
(herein  called  "Lessor") and Nelco Products  Inc.  (herein
called "Lessee").

2.    Premises.  Lessor hereby leases to Lessee  and  Lessee
leases from Lessor for the term, at the rental, and upon all
of  the  conditions  set  forth herein,  that  certain  real
property  situated  in  the  County  of  Orange,  State   of
California,  commonly  known as 1107 East  Kimberly  Avenue,
Anaheim,  CA  92801  and described as  approximately  13,200
square  foot  industrial  building on  approximately  30,000
square  fee of land.  Said real property including the  land
and   all   improvements  therein,  is  herein  called   the
"Premises".

3.   Term.

      3.1   Term.  The term of this Lease shall  be  for  60
months  commencing on June 21, 1990 and ending on  June  20,
1995  unless  sooner terminated pursuant  to  any  provision
hereof.

       3.2    Delay  in  Possession.   Notwithstanding  said
commencement  date, if for any reason Lessor cannot  deliver
possession  of the Premises to Lessee on said  date,  Lessor
shall  not  be subject to any liability therefor, nor  shall
such  failure  affect  the validity of  this  Lease  or  the
obligations  of Lessee hereunder or extend the term  hereof,
but  in such case, Lessee shall not be obligated to pay rent
until  possession  of  the Premises is tendered  to  Lessee;
provided,  however, that if Lessor shall not have  delivered
possession of the Premises within sixty (60) days from  said
commencement date, Lessee may, at Lessee's option, by notice
in writing to Lessor within ten (10) days thereafter, cancel
this  Lease, in which event the parties shall be  discharged
from  all  obligations hereunder, provided further, however,
that  if  such written notice of lessee is not  received  by
Lessor  within said ten (10) day period, Lessee's  right  to
cancel  this Lease hereunder shall terminated and be  of  no
further force or effect.

     3.3  Early Possession.  If Lessee occupies the Premises
prior  to  said commencement date, such occupancy  shall  be
subject  to all provisions hereof, such occupancy shall  not
advance the termination date, and Lessee shall pay rent  for
such period at the initial monthly rates set forth below.

4.    Rent.   Lessee  shall pay to Lessor as  rent  for  the
Premises, monthly payments of $5600.00, in advance,  on  the
21 day of each month of the term hereof, as rent for monthly
rental  rate  shall  increase  or  decrease  as  per  C.P.I.
adjustment as defined in addendum (A-1) as well as  tax  and
insurance adjustments.

Rent for any period during the term hereof which is for less
than  one  month shall be a pro rata portion of the  monthly
installment.  Rent shall be payable in lawful money  of  the
United States to Lessor at the address stated herein  or  to
such  other  person or at such other places  as  Lessor  may
designate in writing.

5.    Security  Deposit.  Lessee shall deposit  with  Lessor
upon  execution  hereof  $  N/A  as  security  for  Lessee's
faithful performance of Lessee's obligations hereunder.   If
Lessee fails to pay rent or other charges due hereunder,  or
otherwise  defaults with respect to any  provision  of  this
Lease, Lessor may use, apply or retain all or any portion of
said deposit for the payment of any rent or other charge  in
default or for the payment of any other sum to which  Lessor
may  become obligated by reason of Lessee's default,  or  to
compensate  Lessor for any loss or damage which  Lessor  may
suffer  thereby.  If Lessor so uses or applies  all  of  any
portion  of said deposit, Lessee shall within ten (10)  days
after written demand therefor deposit cash with Lessor in an
amount sufficient to restore said deposit to the full amount
hereinabove stated and Lessee's failure to do so shall be  a
material  breach of this Lease.  If the monthly rent  shall,
from  time to time, increase during the term of this  Lease,
Lessee   shall  thereupon  deposit  with  Lessor  additional
security deposit so that the amount of security deposit held
by  Lessor  shall at all times bear the same  proportion  to
current rent as the original security deposit bears  to  the
original  monthly  rent  set forth in  paragraph  4  hereof.
Lessor  shall not be required to keep said deposit  separate
from  its  general  accounts.  If  Lessee  performs  all  of
Lessee's  obligations hereunder, said deposit,  or  so  much
thereof as has not theretofore been applied by Lessor  shall
be  returned, without payment of interest or other increment
for  its use, to Lessee (or, at Lessor's option, to the last
assignee,  if  any, of Lessee's interest hereunder)  at  the
expiration of the term hereof, and after Lessee has  vacated
the  Premises.   No  trust relationship  is  created  herein
between  Lessor  and Lessee with respect  to  said  Security
Deposit.

6.   Use.

     6.1  Use.  The Premises shall be used and occupied only
for  manufacturing, warehousing and related services or  any
other  use which is reasonably comparable and for  no  other
purpose.

     6.2  Compliance with Law.

        (a)  Lessor warrants to Lessee that the Premises, in
its   state  existing  on  the  date  that  the  Lease  term
commences,  but without regard to the use for  which  Lessee
will  use  the  Premises, does not violate any covenants  or
restrictions  of  record, or any applicable  building  code,
regulation  or  ordinance  in  effect  on  such  Lease  term
commencement date.  In the event it is determined that  this
warranty  has been violated, then it shall be the obligation
of   the  Lessor,  after  written  notice  from  Lessee,  to
promptly,  at  Lessor's sole cost and expense,  rectify  any
such  violation.   In the event Lessee  does  not  given  to
Lessor  written  notice of the violation  of  this  warranty
within  six  months  from  the  date  that  the  Lease  term
commences, the correction of same shall be the obligation of
the Lessee or Lessee's sole cost.  The warranty contained in
this  paragraph 6.2(a) shall be of no force  or  effect  if,
prior  to  the date of this Lease, Lessee was the  owner  or
occupant  of the Premises, and, in such event, Lessee  shall
correct  any such violation effect if, prior to the date  of
this  Lease,  Lessee  was  the  owner  or  occupant  of  the
Premises, and, in such event, Lessee shall correct any  such
violation at Lessee's sole cost.

         (b)  Except as provided in paragraph 6.2(a), Lessee
shall,  at  Lessee's  expense,  comply  promptly  with   all
applicable statutes, ordinances, rules, regulations, orders,
covenants  and  restrictions of record, and requirements  in
effect  during  the  term or any part of  the  term  hereof,
regulating the use by Lessee of the Premises.  Lessee  shall
not  use  nor permit the use of the Premises in  any  manner
that  will tend to create waste or a nuisance or,  if  there
shall be more than one tenant in the building containing the
Premises, shall tend to disturb such other tenants.

     6.3  Condition of Premises.

         (a)   Lessor shall deliver the Premises  to  Lessee
clean  and free of debris on Lease commencement date (unless
Lessee is already in possession) and Lessor further warrants
to  Lessee  that  the plumbing, lighting,  air-conditioning,
heating, and leading doors in the Premises shall be in  good
operating condition on the Lease commencement date.  In  the
event  that  it  is determined that this warranty  has  been
violated,  then it shall be the obligation of Lessor,  after
receipt  of  written notice from Lessee setting  forth  with
specificity  the  nature of the violation, to  promptly,  at
Lessor's   sale  cost,  rectify  such  violation.   Lessee's
failure to give such written notice to Lessor within  thirty
(30) days after the Lease commencement date shall cause  the
conclusive presumption that Lessor has complied with all  of
Lessor's obligations hereunder.   The warranty contained  in
this  paragraph  6.3(a) shall be of no force  or  effect  if
prior  to  the date of this Lease, Lessee was the  owner  or
occupant of the Premises.

         (b)   Except  as otherwise provided in this  Lease,
Lessee  hereby  accepts  the  Premises  in  their  condition
existing as of the Lease commencement date or the date  that
Lessee  takes  possession  of  the  Premises,  whichever  is
earlier, subject to all applicable zoning, municipal, county
and  state  laws, ordinances and regulations  governing  and
regulating  the  use of the Premises, and any  covenants  or
restrictions  of  record,  and accepts  this  Lease  subject
thereto  and  to all matters disclosed thereby  and  by  any
exhibits attached hereto.  Lessee acknowledges that  neither
Lessor  nor  Lessor's agent has made any  representation  or
warranty  as  to  the present or future suitability  of  the
Premises for the conduct of Lessee's business.

7.   Maintenance, Repairs and Alterations.

       7.1       Lessor's  Obligations.   Subject   to   the
provisions of Paragraphs 6, 7.2 and 9 and except for  damage
caused  by  any negligent or intentional act or omission  of
Lessee,  Lessee's  agents, employees, or invitees  in  which
event  Lessee shall repair the damage, Lessor,  at  Lessor's
expense, shall keep in good order, condition and repair  the
foundations,  exterior walls and the exterior  roof  of  the
Premises.  Lessor shall not, however, be obligated to  paint
such exterior, nor shall Lessor be required to maintain  the
interior surface of exterior walls, windows, doors or  plate
glass.   Lessor  shall have no obligation  to  make  repairs
under  this  Paragraph  7.1 until a  reasonable  time  after
receipt  of  written notice of the need  for  such  repairs,
Lessee  expressly waives the benefits of any statute now  or
hereafter in effect which would otherwise afford Lessee  the
right  to  make repairs at Lessor's expense or to  terminate
this  Lease because of Lessor's failure to keep the Premises
in good order, condition and repair.

     7.2     Lessee's Obligations.

         (a)  Subject to the provisions of Paragraph 6,  7.1
and  9,  Lessee,  at Lessee's expense, shall  keep  in  good
order,  condition  and repair the Premises  and  every  part
thereof  (whether or not the damaged portion of the Premises
or the means of repairing the same are reasonably or readily
accessible  to  Lessee)  including,  without  limiting   the
generality  of  the  foregoing, all plumbing,  heating,  air
conditioning,  (Lessee  shall  procure  and   maintain,   at
Lessee's  expense,  an air conditioning  system  maintenance
contract)  ventilating, electrical and  lighting  facilities
and  equipment within the Premises, fixtures, interior walls
and  interior surface of exterior walls, ceilings,  windows,
doors,  plate  glass,  and  skylights,  located  within  the
Premises,  and  all  landscaping, driveways,  parking  lots,
fences  and signs located in the Premises and all  sidewalks
and parkways adjacent to the Premises.

        (b)  If Lessee fails to perform Lessee's obligations
under  this  Paragraph 7.2 or under any other  paragraph  of
this  Lease,  Lessor may at Lessor's option enter  upon  the
Premises  after  10  days' prior written  notice  to  Lessee
(except  in the case of emergency, in which case  no  notice
shall  be  required), perform such obligations  on  Lessee's
behalf  and  put the Premises in good order,  condition  and
repair,  and the cost thereof together with interest thereon
at  the maximum rate then allowable by law shall be due  and
payable  as additional rent to Lessor together with Lessee's
next rental installment.

         (c)  On the last day of the term hereof, or on  any
sooner  termination, Lessee shall surrender the Premises  to
Lessor in the same condition as received, ordinary wear  and
tear  excepted,  clean  and free of  debris.   Lessee  shall
repair  any  damage  to  the  Premises  occasioned  by   the
installation  or removal of its trade fixtures,  furnishings
and  equipment.   Notwithstanding anything to  the  contrary
otherwise stated in this Lease, Lessee shall leave  the  air
lines,   power  panels,  electrical  distribution   systems,
lighting fixtures, space heaters, air conditioning, plumbing
and fencing on the premises in good operating condition.

     7.3     Alterations and Additions.

         (a)   Lessee  shall  not,  without  Lessor's  prior
written   consent   make   any  alterations,   improvements,
additions,  or  Utility Installations in, on  or  about  the
Premises, except for nonstructural alterations not exceeding
$2,500  in  cumulative costs during the term of this  Lease.
In  any  event,  whether  or not  in  excess  of  $2,500  in
cumulative  cost, Lessee shall make no change or  alteration
to  the  exterior  of the Premises nor the exterior  of  the
building(s)  on the Premises without Lessor's prior  written
consent.   As  used in this Paragraph 7.3 the term  "Utility
Installation"  shall mean carpeting, window  coverings,  air
lines,   power  panels,  electrical  distribution   systems,
lighting fixtures, space heaters, air conditioning, plumbing
and  fencing.  Lessor may require that Lessee remove any  or
all  of said alterations, improvements, additions or Utility
Installations at the expiration of the term, and restore the
Premises  to  their  prior condition.   Lessor  may  require
Lessee to provide Lessor, at Lessee's sole cost and expense,
a lien and completion bond in an amount equal to one and one-
half  times  the  estimated cost of  such  improvements,  to
insure  Lessor  against  any liability  for  mechanic's  and
materialmen's liens and to insure completion  of  the  work.
Should  Lessee make any alterations, improvements, additions
or  Utility  Installations without  the  prior  approval  of
Lessor, Lessor may require that Lessee remove any or all  of
the same.

         (b)   Any  alterations, improvements, additions  or
Utility Installations in, or about the Premises that  Lessee
shall  desire to make and which requires the consent of  the
Lessor  shall be presented to Lessor in written  form,  with
proposed  detailed plans.  If Lessor shall give its consent,
the   consent  shall  be  deemed  conditioned  upon   Lessee
acquiring  a  permit to do so, from appropriate governmental
agencies,  the furnishing of a copy thereof to Lessor  prior
to the commencement of the work and the compliance by Lessee
of all conditions of said permit in a prompt and expeditious
manner.

        (c)  (#1) Lessee shall pay, when due, all claims for
labor  or  materials  furnished  or  alleged  to  have  been
furnished  to  or for Lessee at or for use in the  Premises,
which  claims  are  or may be secured by any  mechanics'  or
materialmen's  lien  against the Premises  or  any  interest
therein.   Lessee shall give Lessor not less than  ten  (10)
days  notice  prior to the commencement of any work  in  the
Premises, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises as provided by law.
If  Lessee shall, in good faith, contest the validity of any
such  lien, claim or demand, then Lessee shall, at its  sole
expense defend itself and Lessor against the same and  shall
pay  and  satisfy  any  such adverse judgment  that  may  be
rendered thereon before the enforcement thereof against  the
Lessor  or  the Premises, upon the condition that if  Lessor
shall require, Lessee shall furnish to Lessor a surety  bond
satisfactory to Lessor in an amount equal to such  contested
lien  claim or demand indemnifying Lessor against  liability
for  the same and holding the Premises free from the  effect
of  such  lien  or claim.  In addition, Lessor  may  require
Lessee   to  pay  Lessor's  attorneys  fees  and  costs   in
participating in such action if Lessor shall decide it is to
its best interest to do so.

         (d)  (#2) Unless Lessor requires their removal,  as
set    forth   in   Paragraph   7.3(a),   all   alterations,
improvements,  additions and Utility Installations  (whether
or  not such Utility Installations constitute trade fixtures
of  Lessee), which may be made on the Premises, shall become
the  property  of Lessor and remain upon and be  surrendered
with   the   Premises  at  the  expiration  of   the   term.
Notwithstanding  the  provisions of this  Paragraph  7.3(d),
Lessee's  machinery and equipment, other than that which  is
affixed to the Premises so that it cannot be removed without
material  damage to the Premises, shall remain the  property
of  Lessee  and  may  be removed by Lessee  subject  to  the
provisions of Paragraph 7.2(c).




8.   Insurance; Indemnity.

     8.1     Liability Insurance - Lessee.  Lessee shall, at
Lessee's  expense, obtain and keep in force during the  term
of  this  Lease  a  policy of Combined Single  Limit  Bodily
Injury  and  Property Damage insurance insuring  Lessee  and
Lessor  against  any  liability  arising  out  of  the  use,
occupancy or maintenance of the Premises and all other areas
appurtenant thereto.  Such insurance shall be in  an  amount
not  less  than $500,000 per occurrence.  The  policy  shall
insure performance by Lessee of the indemnity provisions  of
this  Paragraph 8.  The limits of said insurance shall  not,
however, limit the liability of Lessee hereunder.

      8.2      Liability Insurance - Lessor.   Lessor  shall
obtain  and  keep in force during the term of this  Lease  a
policy  of Combined Single Limit Bodily Injury and  Property
Damage  Insurance, insuring Lessor, but not Lessee,  against
any  liability arising out of the ownership, use,  occupancy
or  maintenance  of  the Premises and all areas  appurtenant
thereto in an amount not less than $500,000 per occurrence.

      8.3      Property Insurance.  Lessor shall obtain  and
keep  in  force during the term of this Lease  a  policy  or
policies  of  insurance  covering  loss  or  damage  to  the
Premises,  but  not Lessee's fixtures, equipment  or  tenant
improvements in an amount not to exceed the full replacement
value  thereof,  as the same may exist from  time  to  time,
providing protection against all perils included within  the
classification   of  fire,  extended  coverage,   vandalism,
malicious mischief, flood (in the event same is required  by
a  lender  having  a lien on the Premises) special  extended
perils  ("all  risk", as such term is used in the  insurance
industry)  but not plate glass insurance.  In addition,  the
Lessor  shall obtain and keep in force, during the  term  of
this  Lease, a policy or rental value insurance  covering  a
period  of  one  year, with loss payable  to  Lessor,  which
insurance  shall  also  cover  all  real  estate  taxes  and
insurance costs for said period.

     8.4     Payment of Premium Increase.

         (a)   Lessee shall pay to Lessor, during  the  term
hereof,  in addition to the rent, the amount of any increase
in  premiums for the insurance required under Paragraphs 8.2
and  8.3  over and above such premiums paid during the  Base
Period,   as  hereinafter  defined,  whether  such   premium
increase  shall  be  the result of the  nature  of  Lessee's
occupancy,  any  act or omission of Lessee, requirements  of
the  holder  of  a  mortgage or deed of trust  covering  the
Premises,  increased valuation of the Premises,  or  general
rate  increases.  IN the event that the Premises  have  been
occupied previously, the words "Base Period" shall mean  the
last  twelve  months of the prior occupancy.  In  the  event
that  the Premises have never been previously occupied,  the
premiums during the "Base Period" shall be deemed to be  the
lowest  premiums  reasonably obtainable for  said  insurance
assuming  the  most nominal use of the Premises.   Provided,
however, in lieu of the Base Period, the parties may  insert
a  dollar  amount at the end of this sentence  which  figure
shall  be  considered as the insurance premium for the  Base
Period:  $2227.00.  In no event, however,  shall  Lessee  be
responsible for any portion of the premium cost attributable
to  liability  insurance coverage in  excess  of  $1,000,000
procured under paragraph 8.2.

         (b) Lessee shall pay any such premium increases  to
Lessor  within 30 days after receipt by Lessee of a copy  of
the  premium statement or other satisfactory evidence of the
amount  due.  If the insurance policies maintained hereunder
cover other improvements in addition to the Premises, Lessor
shall  also deliver to Lessee a statement of the  amount  of
such  increase attributable to the Premises and  showing  in
reasonable  detail,  the manner in  which  such  amount  was
computed.   If  the  term  of this Lease  shall  not  expire
concurrently  with the expiration of the period  covered  by
such  insurance,  Lessee's liability for  premium  increases
shall be prorated on an annual basis.


         (c)  If the Premises are part of a larger building,
then Lessee shall not be responsible for paying any increase
in  the  property insurance premium caused by  the  acts  or
omissions  of any other tenant of the building of which  the
Premises are a part.

       8.5.      Insurance  Policies.   Insurance   required
hereunder   shall  be  in  companies  holding   a   "General
Policyholders  Rating" of at least B  plus,  or  such  other
rating  as may be required by a lender having a lien on  the
Premises, as set forth in the most current issue of  "Best's
Insurance Guide".  Lessee shall deliver to Lessor copies  of
policies of liability insurance required under Paragraph 8.1
or certificates evidencing the existence and amounts of such
insurance.  No such policy shall be cancelable or subject to
reduction  of  coverage or other modification  except  after
thirty  (30)  days prior written notice to  Lessor.   Lessee
shall, at least thirty (30) days prior to the expiration  of
such  policies,  furnish Lessor with renewals  or  "binders"
thereof,  or Lessor may order such insurance and charge  the
cost  thereof  to Lessee, which amount shall be  payable  by
Lessee  upon  demand.  Lessee shall not do or permit  to  be
done  anything which shall invalidate the insurance policies
referred to in Paragraph 8.3.

9.   Damage or Destruction.

     9.1     Definitions.

         (a)   "Premises Partial Damage" shall  herein  mean
damage or destruction to the Premises to the extent that the
cost of repair is less than 50% of the fair market value  of
the   Premises   immediately  prior  to   such   damage   or
destruction.   "Premises  Building  Partial  Damage"   shall
herein  mean damage or destruction to the building of  which
the  Premises  are  a part to the extent that  the  cost  of
repair,  is less than 50% of the fair market value  of  such
building  as  a  whole immediately prior to such  damage  or
destruction.

         (b)  "Premises Total Destruction" shall herein mean
damage or destruction to the Premises to the extent that the
cost  of  repair is 50% or more of the fair market value  of
the   Premises   immediately  prior  to   such   damage   or
destruction.   "Premises Building Total  Destruction"  shall
herein  mean damage or destruction to the building of  which
the  Premises  are  a part to the extent that  the  cost  of
repair  is  50%  or more of the fair market  value  of  such
building  as  a  whole immediately prior to such  damage  or
destruction.

         (c)   "Insured  Loss" shall herein mean  damage  or
destruction  which  was caused by an event  required  to  be
covered by the insurance described in paragraph 8.

      9.2     Partial Damage - Insured Loss.  Subject to the
provisions  of paragraph 9.4, 9.5 and 9.6, if  at  any  time
during  the term of this Lease there is damage which  is  an
Insured  Loss  and  which falls into the  classification  of
Premises Partial Damage or Premises Building Partial Damage,
then  Lessor  shall,  at  Lessor's sole  cost,  repair  such
damage,  but  not  Lessee's fixtures,  equipment  or  tenant
improvements, as soon as reasonably possible and this  Lease
shall continue in full force and effect.

      9.3     (#3) Partial Damage - Uninsured Loss.  Subject
to  the provisions of Paragraphs 9.4, 9.5 and 9.6, if at any
time during the term of this Lease there is damage which  is
not   an   Insured   Loss  and  which   falls   within   the
classification  of  Premises  Partial  Damage  or   Premises
Building  Partial Damage, unless caused by  a  negligent  or
willful act of Lessee (in which event Lessee shall make  the
repairs at Lessee's expense), Lessor may at  Lessor's option
either (i) repair such damage as soon as reasonably possible
at  Lessor's  expense,  in  which  event  this  Lease  shall
continue  in  full  force and effect, or (ii)  give  written
notice  to Lessee within thirty (30) days after the date  of
the  occurrence  of  such damage of  Lessor's  intention  to
cancel  and  terminate this Lease, as of  the  date  of  the
occurrence  of such damage.  In the event Lessor  elects  to
give  such  notice  of  Lessor's  intention  to  cancel  and
terminate this Lease, Lessee shall have the right within ten
(10)  days after the receipt of such notice to give  written
notice to Lessor of Lessee's intention to repair such damage
at  Lessee's expense, without reimbursement from Lessor,  in
which  event  this Lease shall continue in  full  force  and
effect,  and  Lessee shall proceed to make such  repairs  as
soon  as reasonably possible.  If Lessee does not give  such
notice  within  such  10-day  period  this  Lease  shall  be
cancelled and terminated as of the date of the occurrence of
such damage.

      9.4     Total Destruction.  If at any time during  the
term  of  this  Lease there is damage,  whether  or  not  an
Insured  Loss,  (including  destruction  required   by   any
authorized   public  authority),  which   falls   into   the
classification  of  Premises Total Destruction  or  Premises
Building  Total Destruction, this Lease shall  automatically
terminate as of the date of such total destruction.

     9.5     Damage Near End of Term.

         (a)   If at any time during the last six months  of
the  term of this Lease there is damage, whether or  not  an
Insured  Loss,  which  falls within  the  classification  of
Premises  Partial  Damage, Lessor  may  at  Lessor's  option
cancel and terminate this Lease as of the date of occurrence
of  such  damage  by  giving written  notice  to  Lessee  of
Lessor's election to do so within 30 days after the date  of
occurrence of such damage.

        (b)  Notwithstanding paragraph 9.59(a), in the event
that Lessee has an option to extend or renew this Lease, and
the  time within which said option may be exercised has  not
yet expired, Lessee shall exercise such option, if it is  to
be  exercised  at  all,  no later than  20  days  after  the
occurrence   of   an   Insured  Loss  falling   within   the
classification  of Premises Partial Damage during  the  last
six  months  of  the  term of this Lease.   If  Lessee  duly
exercises  such  option during said 20  day  period,  Lessor
shall,  at Lessor's expense, repair such damage as  soon  as
reasonably  possible and this Lease shall continue  in  full
force  and effect.  If Lessee fails to exercise such  option
during  said  20  day period, then Lessor  may  at  Lessor's
option  terminate and cancel this Lease as of the expiration
of  said 20 day period by giving written notice to Lessee of
Lessor's  election  to  do  so  within  10  days  after  the
expiration of said 20 day period, notwithstanding  any  term
or provision in the grant of option to the contrary.

     9.6     Abatement of Rent; Lessee's Remedies.

         (a)  In the event of damage described in paragraphs
9.2  or  9.3,  and Lessor or Lessee repairs or restores  the
Premises pursuant to the provisions of this Paragraph 9, the
rent  payable  hereunder for the period  during  which  such
damage,  repair or restoration continues shall be abated  in
proportion  to  the  degree to which  Lessee's  use  of  the
Premises is impaired.  Except for abatement of rent, if any,
Lessee  shall  have no claim against Lessor for  any  damage
suffered  by reason of any such damage, destruction,  repair
or restoration.

         (b)  (#4) If Lessor shall be obligated to repair or
restore  the Premises under the provisions of this Paragraph
9  and  shall not commence such repair or restoration within
90  days after such obligations shall accrue, Lessee may  at
Lessee's  option cancel and terminate this Lease  by  giving
Lessor  written notice of Lessee's election to do so at  any
time   prior   to  the  commencement  of  such   repair   or
restoration.  In such event this Lease shall terminate as of
the date of such notice.

       9.7       Termination  -  Advance   Payments.    Upon
termination of this Lease pursuant to this Paragraph  9,  an
equitable  adjustment shall be made concerning advance  rent
and  any advance payments made by Lessee to Lessor.   Lessor
shall,  in  addition, return to Lessee so much  of  Lessee's
security  deposit  as has not theretofore  been  applied  by
Lessor.


     9.8     Waiver.  Lessor and Lessee waive the provisions
of  any statutes which relate to termination of leases  when
leased property is destroyed and agree that such event shall
be governed by the terms of this Lease.

10.  Real Property Taxes.

      10.1    Payment of Tax Increase.  Lessor shall pay the
real  property tax, as defined in paragraph 10.3, applicable
to  the Premises; provided, however, that Lessee shall  pay,
in  addition  to  rent, the amount, if any,  by  which  real
property taxes applicable to the Premises increase over  the
fiscal  real estate tax year 1990-1991.  Such payment  shall
be  made by Lessee within thirty (30) days after receipt  of
Lessor's written statement setting forth the amount of  such
increase and the computation thereof.  If the term  of  this
Lease  shall not expire concurrently with the expiration  of
the  tax fiscal year, Lessee's liability for increased taxes
for  the  last  partial lease year shall be prorated  on  an
annual basis.

       10.2      Additional  Improvements.   Notwithstanding
paragraph  10.1  hereof, Lessee shall  pay  to  Lessor  upon
demand  therefor  the  entirety  of  any  increase  in  real
property  tax  if  assessed solely by reason  of  additional
improvements  placed  upon  the Premises  by  Lessee  or  at
Lessee's request.

      10.3     Definition of "Real Property Tax".   As  used
herein, the term "real property tax" shall include any  form
of real estate tax or assessment, general, special, ordinary
or  extraordinary,  and any license fee,  commercial  rental
tax,  improvement  bond or bonds, levy or  tax  (other  than
inheritance, personal income or estate taxes) imposed on the
Premises  by  any  authority having the direct  or  indirect
power   to  tax,  including  any  city,  state  or   federal
government,  or  any school, agricultural,  sanitary,  fire,
street,  drainage or other improvement district thereof,  as
against  any  legal or equitable interest of Lessor  in  the
Premises or in the real property of which the Premises are a
part,  as  against Lessor's right to rent  or  other  income
therefrom,  and as against Lessor's business of leasing  the
Premises.   The term "real property tax" shall also  include
any  tax, fee levy, assessment or charge (i) in substitution
of,  partially or totally, any tax, fee levy, assessment  or
charge  hereinabove included within the definition of  "real
property  tax," or (ii) the nature of which was hereinbefore
included  within the definition of "real property  tax",  or
(iii)  which  is imposed for a service or right not  charged
prior  to June 1, 1978, or, if previously charged, has  been
increased since June 1, 1978, or (iv) which is imposed as  a
result  of a transfer, either partial or total, of  Lessor's
interest  in  the Premises or which is added  to  a  tax  or
charge  hereinbefore included within the definition of  real
property  tax  by reason of such transfer, or (v)  which  is
imposed by reason of this transaction, any modifications  or
changes hereto, or any transfers hereof.

      10.4     Joint  Assessment.  If the Premises  are  not
separately   assessed,  Lessee's  liability  shall   be   an
equitable proportion of the real property taxes for  all  of
the  land  and improvements included within the  tax  parcel
assessed,  such proportion to be determined by  Lessor  from
the  respective  valuations assigned in the assessor's  work
sheets  or  such  other  information as  may  be  reasonably
available.   Lessor's reasonable determination  thereof,  in
good faith, shall be conclusive.

     10.5    Personal Property Taxes.

        (a)  Lessee shall pay prior to delinquency all taxes
assessed   against   and   levied   upon   trade   fixtures,
furnishings,  equipment and all other personal  property  of
Lessee  contained  in  the  Premises  or  elsewhere.    When
possible,   Lessee   shall  cause   said   trade   fixtures,
furnishings, equipment and all other personal property to be
assessed  and  billed separately from the real  property  of
Lessor.

        (b)  If any of Lessee's said personal property shall
be  assessed with Lessor's real property, Lessee  shall  pay
Lessor the taxes attributable to Lessee within 10 days after
receipt  of  a  written statement setting  forth  the  taxes
applicable to Lessee's property.

11.   Utilities.  Lessee shall pay for all water, gas, heat,
light,  power,  telephone and other utilities  and  services
supplied  to the Premises, together with any taxes  thereon.
If  any  such services are not separately metered to Lessee,
lessee shall pay a reasonable proportion to be determined by
Lessor or all charges jointed metered with other premises.

12.  Assignment and Subletting.

      12.1   Lessors's Consent Required.  Lessee  shall  not
voluntarily  or  by  operation  of  law  assign,   transfer,
mortgage, sublet, or otherwise transfer or encumber  all  or
any  part  of  Lessee's interest in this  Lease  or  in  the
Premises,  without  Lessor's prior  written  consent,  which
Lessor  shall  not  unreasonably  withhold.   Lessor   shall
respond  to  Lessee's  request for consent  hereunder  in  a
timely   manner  and  any  attempted  assignment,  transfer,
mortgage,  encumbrance or subletting  without  such  consent
shall be void, and shall constitute a breach of this Lease.

     12.2  Lessee Affiliate.  Notwithstanding the provisions
of  paragraph 12.1 hereof, Lessee may assign or  sublet  the
Premises, or any portion thereof, without Lessor's  consent,
to  any corporation which controls, is controlled by  or  is
under  common  control with Lessee, or  to  any  corporation
resulting  from the merger or consolidation with Lessee,  or
to  any  person or entity which acquires all the  assets  of
Lessee  as  a  going concern of the business that  is  being
conducted  on  the  Premises, provided  that  said  assignee
assumes,  in  full,  the obligations of  Lessee  under  this
Lease.  Any such assignment shall not, in any way, affect or
limit  the liability of Lessee under the terms of this Lease
even  if  after such assignment or subletting the  terms  of
this  Lease  are materially changed or altered  without  the
consent  of  Lessee,  the  consent  of  whom  shall  not  be
necessary.

      12.3   No  Release of Lessee.  Regardless of  Lessor's
consent, no subletting or assignment shall release Lessee of
Lessee's obligation or alter the primary liability of Lessee
to  pay the rent and to perform all other obligations to  be
performed  by Lessee hereunder.  The acceptance of  rent  by
Lessor  from any other person shall not be deemed  to  be  a
waiver  by Lessor of any provision hereof.  Consent  to  one
assignment or subletting shall not be deemed consent to  any
subsequent  assignment  or  subletting.   In  the  event  of
default  by  any  assignee of Lessee  or  any  successor  of
Lessee,  in  the  performance of any of  the  terms  hereof,
Lessor  may  proceed  directly against  Lessee  without  the
necessity  of  exhausting remedies  against  said  assignee.
Lessor  may  consent to subsequent assignments or subletting
of  this Lease or amendments or modifications to this  Lease
with  assignees of Lessee, without notifying Lessee, or  any
successor  of  Lessee, and without obtaining  its  or  their
consent thereto and such action shall not relieve Lessee  of
liability under this Lease.

      12.4   Attorney's  Fees.  In the  event  Lessee  shall
assign  or  sublet the Premises or request  the  consent  of
Lessor  to  any assignment or subletting or if Lessee  shall
request the consent of Lessor for any act Lessee proposes to
do  then Lessee shall pay Lessor's reasonable attorneys fees
incurred in connection therewith, such attorneys fees not to
exceed $350.00 for each such request.

13.  Defaults; Remedies.

      13.1  Defaults.  The occurrence of any one or more  of
the following events shall constitute a material default and
breach of this Lease by Lessee:

         (a)  The vacating or abandonment of the Premises by
Lessee.

         (b)  (#5) The failure by Lessee to make any payment
of  rent or any other payment required to be made by  Lessee
hereunder,  as  and  when  due,  where  such  failure  shall
continue  for  a  period of three days after written  notice
thereof  from  Lessor to Lessee.  In the event  that  Lessor
serves Lessee with a Notice to Pay Rent or Quit pursuant  to
applicable Unlawful Detainer statues such Notice to Pay Rent
or  Quit  shall also constitute the notice required by  this
subparagraph.

        (c)  The failure by Lessee to observe or perform any
of  the covenants, conditions or provisions of this Lease to
be  observed or performed by Lessee, other than described in
paragraph (b) above, where such failure shall continue for a
period  of 30 days after written notice thereof from  Lessor
to Lessee; provided, however, that if the nature of Lessee's
default  is  such  that  more than 30  days  are  reasonably
required for its cure, then Lessee shall not be deemed to be
in  default if Lessee commenced such cure within said 30-day
period  and  thereafter diligently prosecutes such  cure  to
completion.

         (d)   (i)  The  making  by Lessee  of  any  general
arrangement or assignment for the benefit of creditors; (ii)
Lessee becomes a "debtor" as defined in 11 U.S.C. 101 or any
successor statue thereto (unless, in the case of a  petition
filed against Lessee, the same is dismissed within 60 days);
(iii)  the  appointment of a trustee  or  receiver  to  take
possession  of substantially all of Lessee's assets  located
at the Premises or of Lessee's interest in this Lease, where
possession is not restored to Lessee within 30 days; or (iv)
the  attachment,  execution  or other  judicial  seizure  of
substantially all of Lessee's assets located at the Premises
or of Lessee's interest in this Lease, where such seizure is
not  discharged within 30 days.  Provided, however,  in  the
event  that  any  provision  of this  paragraph  13.1(d)  is
contrary to any applicable law, such provision shall  be  of
no force or effect.

         (e)   The  discovery by Lessor that  any  financial
statement given to Lessor by Lessee, any assignee of Lessee,
any subtenant of Lessee, any successor in interest of Lessee
or  any guarantor of Lessee's obligation hereunder, and  any
of them, was materially false.

      13.2   Remedies.   In the event of any  such  material
default  or  breach  by  Lessee,  Lessor  may  at  any  time
thereafter,  with  or without notice or demand  and  without
limiting Lessor in the exercise of any right or remedy which
Lessor may have by reason of such default or breach:

         (a)  Terminate Lessee's right to possession of  the
Premises by any lawful means, in which case this Lease shall
terminate  and Lessee shall immediately surrender possession
of  the  Premises to Lessor.  In such event Lessor shall  be
entitled  to  recover  from Lessee all damages  incurred  by
Lessor  by  reason  of Lessee's default including,  but  not
limited  to,  the  cost  of  recovering  possession  of  the
Premises;   expenses   of  reletting,  including   necessary
renovation   and  alteration  of  the  Premises,  reasonable
attorney's  fees,  and any real estate  commission  actually
paid;  the  worth at the time of award by the  court  having
jurisdiction thereof of the amount by which the unpaid  rent
for  the  balance of the term after the time of  such  award
exceeds  the amount of such rental loss for the same  period
that Lessee proves could be reasonably avoided; that portion
of  the  leasing  commission  paid  by  Lessor  pursuant  to
Paragraph 15 applicable to the unexpired term of this Lease.

         (b)  Maintain Lessee's right to possession in which
case  this  Lease shall continue in effect  whether  or  not
Lessee  shall  have abandoned the Premises.  In  such  event
Lessor  shall be entitled to enforce all of Lessor's  rights
and  remedies  under  this Lease,  including  the  right  to
recover the rent as it becomes due hereunder.

         (c)   Pursue  any  other remedy  now  or  hereafter
available to Lessor under the laws or judicial decisions  of
the   state  wherein  the  Premises  are  located.    Unpaid
installments  of rent and other unpaid monetary  obligations
of  Lessee under the terms of this Lease shall bear interest
from the date due at the maximum rate then allowable by law.

      13.3   Default  by Lessor.  Lessor  shall  not  be  in
default  unless Lessor fails to perform obligations required
of  Lessor  within a reasonable time, but in no event  later
than  thirty  (30) days after written notice  by  Lessee  to
Lessor  and to the holder of any first mortgage or  deed  of
trust  covering  the Premises whose name and  address  shall
have  theretofore  been  furnished  to  Lessee  in  writing,
specifying  wherein  Lessor  has  failed  to  perform   such
obligation;  provided,  however,  that  if  the  nature   of
Lessor's obligation is such that more than thirty (30)  days
are  required for performance then Lessor shall  not  be  in
default  if Lessor commences performance within such  30-day
period  and  thereafter diligently prosecutes  the  same  to
completion.

      13.4   Late  Charges.  (#6) Lessee hereby acknowledges
that late payment by Lessee to Lessor of rent and other sums
due   hereunder  will  cause  Lessor  to  incur  costs   not
contemplated by this Lease, the exact amount of  which  will
be  extremely  difficult to ascertain.  Such costs  include,
but  are  not limited to, processing and accounting charges,
and late charges which may be imposed on Lessor by the terms
of  any  mortgage  or  trust  deed  covering  the  Premises.
Accordingly, if any installment of rent or any other sum due
from  Lessee  shall  not be received by Lessor  or  Lessor's
designee  within  ten (10) days after such amount  shall  be
due,  then,  without any requirement for notice  to  Lessee,
Lessee shall pay to Lessor a late charge equal to 6% of such
overdue  amount.  The parties hereby agree  that  such  late
charge  represents  a fair and reasonable  estimate  of  the
costs Lessor will incur by reason of late payment by Lessee.
Acceptance or such late charge by Lessor shall in  no  event
constitute a waiver of Lessee's default with respect to such
overdue  amount, nor prevent Lessor from exercising  any  of
the  other  rights and remedies granted hereunder.   In  the
event  that  a late charge is payable hereunder, whether  or
not  collected,  for three (3) consecutive  installments  of
rent,  then rent shall automatically become due and  payable
quarterly  in  advance, rather than monthly, notwithstanding
paragraph  4  or any other provision of this  Lease  to  the
contrary.

      13.5   Impounds.  In the event that a late  charge  is
payable  hereunder, whether or not collected, for three  (3)
installments  of  rent or any other monetary  obligation  of
Lessee  under the terms of this Lease, Lessee shall  pay  to
Lessor, if Lessor shall so request, in addition to any other
payments  required  under  this  Lease,  a  monthly  advance
installment,  payable at the same time as the monthly  rent,
as  estimated by Lessor, for real property tax and insurance
expenses  on the Premises which are payable by Lessee  under
the terms of this Lease.  Such fund shall be established  to
insure  payment when due before delinquency of  any  or  all
such  real  property taxes and insurance premiums.   If  the
amounts  paid  to Lessor by Lessee under the  provisions  of
this paragraph are insufficient to discharge the obligations
of  Lessee  to  pay such real property taxes  and  insurance
premiums as the same become due, Lessee shall pay to Lessor,
upon Lessor's demand, such additional sums necessary to  pay
such  obligations.   All moneys paid to  Lessor  under  this
paragraph  may be intermingled with other moneys  of  Lessor
and  shall not bear interest.  In the event of a default  in
the  obligations of Lessee to perform under this Lease, then
any  balance remaining from funds paid to Lessor  under  the
provisions  of this paragraph may, at the option of  Lessor,
be  applied to the payment of any monetary default of Lessee
in lieu of being applied to the payment of real property tax
and insurance premiums.

14.   Condemnation.   (#7) If the Premises  or  any  portion
thereof  are  taken  under the power of eminent  domain,  or
sold under the threat of the exercise of said power (all  of
which  are  herein called "condemnation"), this Lease  shall
terminate  as  to  the part so taken  as  of  the  date  the
condemning  authority  takes title or possession,  whichever
first  occurs.  If more than 10% of the floor  area  of  the
building on the Premises, or more than 25% of the land  area
of  the  Premises which is not occupied by any building,  is
taken by condemnation, Lessee may, at Lessee's option, to be
exercised in writing only within ten 910) days after  Lessor
shall have given Lessee written notice of such taking (or in
the  absence of such notice, within ten (10) days after  the
condemning authority shall have taken possession)  terminate
this  Lease  as  of the date the condemning authority  takes
such possession.  If Lessee does not terminate this Lease in
accordance  with the foregoing, this Lease shall  remain  in
full  force  and  effect as to the portion of  the  Premises
remaining,  except  that the rent shall be  reduced  in  the
proportion  that the floor area of the building taken  bears
to  the  total floor area of the building situation  on  the
Premises. (#8) Any award for the taking of all or  any  part
of  the  Premises under the power of eminent domain  or  any
payment made under the threat of the exercise of such  power
shall be the property of Lessor, whether such award shall be
made  as  compensation  for  diminution  in  value  of   the
leasehold  or  for the taking of the fee,  or  as  severance
damages; provided, however, that Lessee shall be entitled to
any  award for loss of or damage to Lessee's trade  fixtures
and  removable  personal property.  In the event  that  this
Lease  is  not  terminated by reason of  such  condemnation,
Lessor shall to the extent of severance damages received  by
Lessor  in  connection  with such condemnation,  repair  any
damage to the Premises caused by such condemnation except to
the  extent that Lessee has been reimbursed therefor by  the
condemning authority.  Lessee shall pay any amount in excess
of such severance damages required to complete such repair.

15.  Broker's Fee.

         (a)   Upon execution of this Lease by both parties,
Lessor  shall  pay to N/A Licensed real estate broker(s),  a
fee  as set forth in a separate agreement between lessor and
said  broker(s),  or  in  the event  there  is  no  separate
agreement  between  Lessor and said broker(s),  the  sum  of
$____, for brokerage services rendered by said broker(s)  to
Lessor in this transaction.

         (b)  Lessor further agrees that if Lessee exercises
any Option as defined in paragraph 39.1 of this Lease, which
is  granted  to Lessee under this Lease, or any subsequently
granted  option which is substantially similar to an  Option
granted  to  Lessee under this Lease, or if Lessee  acquires
any  rights  to the Premises or other premises described  in
this  Lease  which are substantially similar to what  Lessee
would  have acquired had an Option herein granted to  Lessee
been  exercised, or if Lessee remains in possession  of  the
Premises  after  the expiration of the term  of  this  Lease
after  having  failed  to exercise an  Option,  or  if  said
broker(s) are the procuring cause of any other lease or safe
entered  into between the parties pertaining to the Premises
and/or  any  adjacent  property  in  which  Lessor  has   an
interest, then as to any of said transactions, Lessor  shall
pay said broker(s) a fee in accordance with the schedule  of
said  broker(s) in effect at the time of execution  of  this
Lease.

         (c)   Lessor  agrees to pay said fee  not  only  on
behalf   of  Lessor  but  also  on  behalf  of  any  person,
corporation,   association,  or  other  entity   having   an
ownership  interest  in  said  real  property  or  any  part
thereof, when such fee is due hereunder.  Any transferee  of
Lessor's interest in this Lease, whether such transfer is by
agreement  or by operation of law, shall be deemed  to  have
assumed  Lessor's obligation under this Paragraph 15.   Said
broker  shall be a third party beneficiary of the provisions
of this Paragraph 15.

16.  Estoppel Certificate.

        (a)  Lessee shall at any time upon not less than ten
(10)   days'  prior  written  notice  from  Lessor  execute,
acknowledge and deliver to Lessor a statement in writing (i)
certifying  that this Lease is unmodified and in full  force
and  effect  (or, if modified, stating the  nature  of  such
modification and certifying that this Lease, as so modified,
is  in full force and effect) and the date to which the rent
and  other  charges are paid in advance  if  any,  and  (ii)
acknowledging that there are not, to Lessee's knowledge, any
uncured  defaults  on  the  part  of  Lessor  hereunder,  or
specifying  such  defaults if any  are  claimed.   Any  such
statement may be conclusively relied upon by any prospective
purchaser or encumbrancer of the Premises.

        (b)  At Lessor's option, Lessee's failure to deliver
such  statement within such time shall be a material  breach
of  this  Lease or shall be conclusive upon Lessee (i)  that
this   Lease   is   in  full  force  and   effect,   without
modification,  except as may be presented  by  Lessor,  (ii)
that  there are no uncured defaults in Lessor's performance,
and  (iii) that not more than one month's rent has been paid
in advance or such failure may be considered by Lessor as  a
default by Lessee under this Lease.

         (c)   If  Lessor desires to finance, refinance,  or
sell the Premises, or any part thereof, Lessee hereby agrees
to  deliver to any lender or purchaser designated by  Lessor
such  financial  statements of lessee as may  be  reasonably
required by such lender or purchaser.  Such statements shall
include  the  past  three  years'  financial  statements  of
Lessee.  All such financial statements shall be received  by
Lessor and such lender or purchaser in confidence and  shall
be used only for the purposes herein set forth.

17.   Lessor's  Liability. (#9) The term  "Lessor"  as  used
herein  shall mean only the owner or owners at the  time  in
question of the fee title or a lessee's interest in a ground
lease  of the Premises, and except as expressly provided  in
Paragraph 15, in the event of any transfer of such title  or
interest.   Lessor  herein  named  (and  in  cases  of   any
subsequent  transfers then the grantor)  shall  be  relieved
from and after the date of such transfer of all liability as
respects  Lessor's obligations thereafter to  be  performed,
provided  that any funds in the hands of Lessor or the  then
grantor at the time of such transfer, in which Lessee has an
interest,   shall   be  delivered  to  the   grantee.    The
obligations  contained  in this Lease  to  be  performed  by
Lessor  shall, subject as aforesaid, be binding on  Lessor's
successors and assigns, only during their respective periods
of ownership.

18.   Severability. The invalidity of any provision of  this
Lease  as  determined by a court of competent  jurisdiction,
shall  in  no way affect the validity of any other provision
hereof.

19.   Interest on Past-due Obligations.  Except as expressly
herein provided, any amount due to Lessor not paid when  due
shall  bear  interest at the maximum rate then allowable  by
law  from the date due.  Payment of such interest shall  not
excuse  or  cure  any default by Lessee  under  this  Lease,
provided,  however, that interest shall not  be  payable  on
late  charges  incurred by Lessee nor on  any  amounts  upon
which late charges are paid by Lessee.

20.  Time of Essence.  Time is of the essence.

21.  Additional Rent.  Any monetary obligations of Lessee to
Lessor under the terms of this Lease shall be deemed  to  be
rent.

22.   Incorporation of Prior Agreements;  Amendments.   This
Lease contains all agreements of the parties with respect to
any   matter  mentioned  herein.   No  prior  agreement   or
understanding  pertaining  to  any  such  matter  shall   be
effective.   This  Lease may be modified  in  writing  only,
signed  by  the  parties in interest  at  the  time  of  the
modification.   Except as otherwise stated  in  this  Lease,
Lessee  hereby  acknowledges that neither  the  real  estate
broker  listed  in Paragraph 15 hereof nor  any  cooperating
broker  on  this transaction nor the Lessor or any employees
or  agents  of  any  of said persons has made  any  oral  or
written warranties or representations to Lessee relative  to
the  condition or use by Lessee of said Premises and  Lessee
acknowledges   that   Lessee  assumes   all   responsibility
regarding the Occupational Safety Health Act, the legal  use
and  adaptability of the Premises and the compliance thereof
with  all  applicable laws and regulations in effect  during
the  term  of  this  Lease except as otherwise  specifically
stated in this Lease.

23.   Notices.  Any notice required or permitted to be given
hereunder  shall be in writing and may be given by  personal
delivery or by certified mail, and if given personally or by
mail,  shall  be deemed sufficiently given if  addressed  to
Lessee or to Lessor at the address noted below the signature
of the respective parties, as the case may be.  Either party
may  by notice to the other specify a different address  for
notice  purposes except that upon Lessee's taking possession
of  the  Premises,  the Premises shall  constitute  Lessee's
address for notice purposes.  A copy of all notices required
or  permitted  to  be  given to Lessor  hereunder  shall  be
concurrently  transmitted to such party or parties  at  such
addresses   as  Lessor  may  from  time  to  time  hereafter
designate by notice to Lessee.

24.   Waivers.  No waiver by Lessor or any provision  hereof
shall be deemed a waiver of any other provision hereof or of
any  subsequent breach by Lessee of the same  or  any  other
provision.   Lessor's consent to, or approval  of  any  act,
shall  not be deemed to render unnecessary the obtaining  of
Lessor's  consent  to or approval of any subsequent  act  by
Lessee.   The  acceptance of rent hereunder by Lessor  shall
not  be  a waiver of any preceding breach by Lessee  of  any
provision  hereof, other than the failure of Lessee  to  pay
the  particular  rent  so accepted, regardless  of  Lessor's
knowledge of such preceding breach at the time of acceptance
of such rent.

25.   Holding  Over.   If  Lessee,  with  Lessor's  consent,
remains  in  possession of the Premises or any part  thereof
after  the  expiration  of the term hereof,  such  occupancy
shall  be  a  tenancy  from month  to  month  upon  all  the
provisions  of  this Lease pertaining to the obligations  of
Lessee, but all options and rights of first refusal, if  any
granted  under  the  terms of this  Lease  shall  be  deemed
terminated and be of no further effect during said month  to
month tenancy.

27.   Cumulative Remedies.  No remedy or election  hereunder
shall  be deemed exclusive but shall, wherever possible,  be
cumulative with all other remedies at law or in equity.

28.  Covenants and Conditions.  Each provision of this Lease
performable by Lessee shall be deemed both a covenant and  a
condition.

29.    Binding  Effect;  Choice  of  Law.   Subject  to  any
provisions  hereof restricting assignment or  subletting  by
Lessee  and subject to the provisions of Paragraph 17,  this
Lease    shall    bind   the   parties,    their    personal
representatives, successors and assigns.  This  Lease  shall
be  governed  by the laws of the State wherein the  Premises
are located.

30.  Subordination. (#10)
         (a)   This  Lease,  at Lessor's  option,  shall  be
subordinate to any ground lease, mortgage, deed of trust, or
any  other hypothecation or security now or hereafter placed
upon the real property of which the Premises are a part  and
to  any and all advances made on the security thereof and to
all  renewals,  modifications, consolidations,  replacements
and extensions thereof.  Notwithstanding such subordination,
Lessee's right to quiet possession of the Premises shall not
be  disturbed  if Lessee is not in default and  so  long  as
Lessee shall pay the rent and observe and perform all of the
provisions  of  this Lease, unless this Lease  is  otherwise
terminated pursuant to its terms.  If any mortgages, trustee
or ground lessor shall elect to have this Lease prior to the
lien  of  its mortgage, deed of trust or ground  lease,  and
shall  given  written notice thereof to Lessee,  this  Lease
shall  be  deemed prior to such mortgage, deed of trust,  or
ground   lease,  whether  this  Lease  is  dated  prior   or
subsequent  to the date of said mortgage, deed of  trust  or
ground lease or the date of recording thereof.

        (b)  Lessee agrees to execute any documents required
to effectuate an attornment, a subordination or to make this
Lease  prior to the lien or any mortgage, deed of  trust  or
ground  lease,  as  the case may be.   Lessee's  failure  to
execute  such documents within 10 days after written  demand
shall constitute a material default by Lessee hereunder, or,
at  Lessor's option, Lessor shall execute such documents  on
behalf of Lessee as Lessee's attorney-in-fact.  Lessee  does
hereby  make, constitute and irrevocably appoint  Lessor  as
Lessee's  attorney-in-fact and in Lessee's name,  place  and
stead,  to  execute such documents in accordance  with  this
paragraph 30(b).

31.   Attorney's Fees.  If either party or the broker  named
herein  brings  an  action to enforce the  terms  hereof  or
declare  rights hereunder, the prevailing party in any  such
action,  on  trial  or  appeal, shall  be  entitled  to  his
reasonable attorney's fees to be paid by the losing party as
fixed  by the court.  The provisions of this paragraph shall
inure to the benefit of the broker named herein who seeks to
enforce a right hereunder.

32.   Lessor's  Access.  (#11) Lessor  and  Lessor's  agents
shall  have  the right to enter the Premises  at  reasonable
times  for  the purpose of inspecting the same, showing  the
same  to  prospective purchasers, lenders, or  lessees,  and
making  such alterations, repairs, improvements or additions
to  the Premises or to the building of which they are a part
as  Lessor may deem necessary or desirable.  Lessor  may  at
any  time  place on or about the Premises and ordinary  "For
Sale"  signs and Lessor may at any time during the last  120
days  of the term hereof place on or about the Premises  any
ordinary  "For Lease" signs, all without rebate of  rent  or
liability to Lessee.

33.   Auctions.  Lessee shall not conduct, nor permit to  be
conducted, either voluntarily or involuntarily, any  auction
upon  the  Premises  without first having obtained  Lessor's
prior  written  consent.  Notwithstanding  anything  to  the
contrary  in  this Lease, Lessor shall not be  obligated  to
exercise  any  standard  of  reasonableness  in  determining
whether to grant such consent.

34.   Signs.  (#12)  Lessee shall not pace any sign upon the
Premises without Lessor's prior written consent except  that
Lessee shall have the right, without the prior permission of
Lessor to place ordinary and usual for rent or sublet  signs
thereon.

35.  Merger.  The voluntary or other surrender of this Lease
by   Lessee,  or  a  mutual  cancellation  thereof,   or   a
termination by Lessor, shall not work a merger,  and  shall,
at  the  option  of Lessor, terminate all  or  any  existing
subtenancies or may, at the option of Lessor, operate as  an
assignment to Lessor of any or all of such subtenancies.

36.  Consents.  Except for paragraph 33 hereof, wherever  in
this Lease the consent of one party is required to an act of
the  other  party,  such consent shall not  be  unreasonably
withheld.

37.   Guarantor.  In the event that there is a guarantor  of
this  Lease,  said guarantor shall have the same obligations
as Lessee under this Lease.

38.   Quiet Possession.  Upon Lessee paying the rent for the
Premises  and observing and performing all of the  covenants
and provisions on Lessee's part to be observed and performed
hereunder,  Lessee  shall  have  quiet  possession  of   the
Premises  for the entire term hereof subject to all  of  the
provisions  of  this Lease.  The individuals executing  this
Lease  on  behalf of Lessor represent and warrant to  Lessee
that  they  are  fully  authorized and  legally  capable  of
executing  this  Lease  on behalf of Lessor  and  that  such
execution  is binding upon all parties holding an  ownership
interest in the Premises.

39.  Options.

      39.1  Definition.  As used in this paragraph the  word
"Options" has the following meaning: (1) the right or option
to  extend the term of this Lease or to renew this Lease  or
to  extend  or  renew  any lease that Lessee  has  on  other
property of Lessor; (2) the option or right of first refusal
to  lease the Premises or the right of first offer to  lease
the  Premises or the right of first refusal to  lease  other
property  of  Lessor or the right of first  offer  to  lease
other  property  of  Lessor; (3)  the  right  or  option  to
purchase  the  Premises, or the right of  first  refusal  to
purchase  the  Premises,  or the right  of  first  offer  to
purchase  the  Premises or the right or option  to  purchase
other  property of Lessor, or the right of first refusal  to
purchase  other  property of Lessor or the  right  of  first
offer to purchase other property of Lessor.

      39.2  Options Personal.  Options granted to Lessee  in
this  Lease are personal to Lessee and may not be  exercised
or  be assigned, voluntarily or involuntarily, by or to  any
person  or entity other than Lessee, provided, however,  the
Option  may  be  exercised  by or  assigned  to  any  Lessee
Affiliate  as defined in paragraph 12.2 of this Lease.   The
options herein granted to Lessee are not assignable separate
and apart from this Lease.

     39.3    Multiple Options.  In the event that Lessee has
any  multiple options to extend or renew this Lease a  later
option cannot be exercised unless the prior option to extend
or renew this Lease has been so exercised.

     39.4    Effect of Default on Options.

         (a)   Lessee  shall have no right  to  exercise  an
Option, notwithstanding any provision in the grant of Option
to  the  contrary, (i) during the time commencing  from  the
date Lessor gives to Lessee a notice of default pursuant  to
paragraph  13.1(b)  or  13.1(c)  and  continuing  until  the
default alleged in said notice of default is cured, or  (ii)
during  the  period of time commencing on the  day  after  a
monetary obligation to Lessor is due from Lessee and  unpaid
(without  any  necessity  for  notice  thereof  to   Lessee)
continuing  until the obligation is paid, or  (iii)  at  any
time  after  an  event  of default described  in  paragraphs
13.1(a),  13.1(d),  or  13.1(e) (without  any  necessity  of
Lessor to give notice of such default to Lessee), or (iv) in
the  event  that Lessor has given to Lessee  three  or  more
notices  of  default under paragraph 13.1(b), where  a  late
charge becomes payable under paragraph 13.4 for each of such
defaults, or paragraph 13.1(c), whether or not the  defaults
are cured, during the 12 month period prior to the time that
Lessee intends to exercise the subject option.

         (b)  The period of time within which an Option  may
be  exercised shall not be extended or enlarged by reason of
Lessee's  inability  to exercise an Option  because  of  the
provisions of paragraph 39.4(a).

        (c)  All rights of Lessee under the provisions of an
Option shall terminate and be of no further force or effect,
notwithstanding  Lessee's due and  timely  exercise  of  the
Option,  if after such exercise and during the term of  this
Lease,  (i)  Lessee  fails  to  pay  to  Lessor  a  monetary
obligation  of  Lessee for a period of 30  days  after  such
obligation becomes due (without any necessity of  Lessor  to
give  notice  thereof to Lessee), or (ii)  Lessee  fails  to
commence  to  cure a default specified in paragraph  13.1(c)
within  30  days after the date that Lessor gives notice  to
Lessee  of  such default and/or Lessee fails  thereafter  to
diligently  prosecute  said cure  to  completion,  or  (iii)
Lessee  commits  a  default described in paragraph  13.1(a),
13.1(d) or 13.1(e) (without any necessity of Lessor to  give
notice  of such default to Lessee), or (iv) Lessor gives  to
Lessee  three  or  more notices of default  under  paragraph
13.1(b), where a late charge becomes payable under paragraph
13.4 for each such default, or paragraph 13.1(c), whether or
not the defaults are cured.

40.   Multiple  Tenant  Building.  In  the  event  that  the
Premises are part of a larger building or group of buildings
ten  Lessee  agrees that it will abide by, keep and  observe
all  reasonable rules and regulations which Lessor may  make
from  time  to  time for the management,  safety,  care  and
cleanliness  of  the building and grounds,  the  parking  of
vehicles and the preservation of good order therein as  well
as for the convenience of other occupants and tenants of the
building.   The violations of any such rules and regulations
shall be deemed a material breach of this Lease by Lessee.

41.  Security Measures.  Lessee hereby acknowledges that the
rental payable to Lessor hereunder does not include the cost
of guard service or other security measures, and that Lessor
shall have no obligation whatsoever to provide same.  Lessee
assumes all responsibility for the protection of Lessee, its
agents and invitees from acts of third parties.


42.   Easements.  Lessor reserves to itself the right,  from
time   to   time,  to  grant  such  easements,  rights   and
dedications that Lessor deems necessary or desirable, and to
cause  the  recordation of Parcel Maps and restrictions,  so
long  as  such  easements,  rights,  dedications,  Maps  and
restrictions do not unreasonably interfere with the  Use  of
the  Premises  by  Lessee.  Lessee shall  sign  any  of  the
aforementioned documents upon request of Lessor and  failure
to do so shall constitute a material breach of this Lease.

43.   Performance Under Protest.  If at any time  a  dispute
shall  arise as to any amount or sum of money to be paid  by
one  party  to  the other under the provisions  hereof,  the
Party  against  whom  the obligation to  pay  the  money  is
asserted  shall  have  the  right  to  make  payment  "under
protect"  and  such  payment shall  not  be  regarded  as  a
voluntary payment, and there shall survive the right on  the
part  of  said party to institute suit for recovery of  such
sum.   If  it  shall  be adjudged that there  was  no  legal
obligation on the part of said party to pay such sum or  any
part  thereof, said party shall be entitled to recover  such
sum or so much thereof as it was not legally required to pay
under the provisions of this Lease.

44.   Authority.   If  Lessee is a  corporation,  trust,  or
general  or  limited partnership, each individual  executing
this  Lease on behalf of such entity represents and warrants
that  he  or  she is duly authorized to execute and  deliver
this  Lease  on  behalf  of said entity.   If  Lessee  is  a
corporation,  trust  or partnership,  Lessee  shall,  within
thirty  (30) days after execution of this Lease, deliver  to
Lessor evidence of such authority satisfactory to Lessor.

45.   Conflict.  Any conflict between the printed provisions
of  this Lease and the typewritten or handwritten provisions
shall  be  controlled  by  the  typewritten  or  handwritten
provisions.

46.   Addendum.  Attached hereto is an addendum  or  addenda
containing  paragraphs A-1 through A-3 which  constitutes  a
part of this Lease.


LESSOR  AND  LESSEE  HAVE CAREFULLY READ AND  REVIEWED  THIS
LEASE  AND EACH TERM AND PROVISION CONTAINED HEREIN AND,  BY
EXECUTION  OF THIS LEASE, SHOW THEIR INFORMED AND  VOLUNTARY
CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME
THIS  LEASE  IS  EXECUTED,  THE  TERMS  OF  THIS  LEASE  ARE
COMMERCIALLY  REASONABLE  AND  EFFECTUATE  THE  INTENT   AND
PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

     IF  THIS  LEASE HAS BEEN FILLED IN  IT  HAS  BEEN
     PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR  HIS
     APPROVAL.  NO REPRESENTATION OR RECOMMENDATION IS
     MADE  BY  THE  AMERICAN  INDUSTRIAL  REAL  ESTATE
     ASSOCIATION OR BY THE REAL ESTATE BROKER  OR  ITS
     AGENTS  OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY,
     LEGAL  EFFECT, OR TAX CONSEQUENCES OF THIS  LEASE
     OR  THE TRANSACTION RELATING THERETO; THE PARTIES
     SHALL  RELY SOLELY UPON THE ADVICE OF  THEIR  OWN
     LEGAL   COUNSEL   AS  TO  THE   LEGAL   AND   TAX
     CONSEQUENCES OF THIS LEASE.

The  parties  hereto have executed this Lease on  the  dates
specified   immediately   adjacent   to   their   respective
signatures.

Executed at 1411 E. Orangethorpe Ave., Fullerton, CA  92631,
by Ron Hart - President, Nelco Products, Inc.

Address  1009 Dolphin Terrace, Corona del Mar, CA 92625,  by
James Emmi - Owner







                   Modification To Lease

       Building Lease between James Emmi, Lessor and
           Nelco, Lessee Dated December 12, 1989

            1100 E. Kimberly Avenue, Anaheim, CA


#1 - 7.3 (c) Last sentence to read:

     In  addition, Lessor may require Lessee to pay Lessor's
     reasonable  attorneys fees and costs  in  participating
     in  such  action if Lessor shall decide it  is  to  Its
     best interest to do so.

#2 - 7.3 (d) Last sentence to read:

     Notwithstanding  the  provisions  of   this   Paragraph
     7.3(d),  Lessee's  machinery and  equipment,  including
     that which is affixed to the Premises shall remain  the
     property  of  Lessee  and  may  be  removed  by  Lessee
     subject to the provisions of Paragraph 7.2(c).

#3 - 9.3 First sentence to read:

     Subject  to the provisions of Paragraphs 9.4. 9.5,  and
     9.6,  if  at  any time during the term  of  this  Lease
     there  is damage which is not an Insured Loss and which
     falls  within  the  classification of Premises  Partial
     Damage  or  Premises  Building Partial  Damage,  unless
     caused by negligent or willful act of Lessee (in  which
     event  Lessee shall make the repair at Lessee's expense
     to  the extent caused by the negligence or willful  act
     of Lessee......

#4 - 9.6 M First sentence to read:

     If  Lessor shall be obligated to repair or restore  the
     Premises under the provisions of this Paragraph  9  and
     shall  not  complete such repairs  within  90  days  of
     written  notice  of  such occurrence  of  damage,  then
     Lessee  may  terminate or cancel this lease by  written
     notice to Lessor.

#5 - 13.1 (b) First sentence to read:

     The  failure by Lessee to make any payment of  rent  or
     any  other  payment  required  to  be  made  by  Lessee
     hereunder,  as  and when due, where such failure  shall
     continue  for  a  period of three business  days  after
     written notice thereof from Lessor to Lessee.

#6 - 13.4 Add to end of paragraph:

     To  the extent Lesser is entitled to any other recovery
     for  damages,  and  late  coverage  payment  which  has
     already been made shall be
     credited against the amount of such damages.

#7 - 14 Second sentence to read:

     Any   of  the  floor  area  of  the  building  on   the
     Premises.....

#8 - 14 Delete the sentence:

     Delete:   No reduction of rent shall occur if the  only
     area  taken  is  that which does not  have  a  building
     located thereon.

#9 - 17 Add to end of first sentence:
     shall  be  delivered  to grantee conditioned  upon  the
     acceptance  of  the  new  owners  of  the   terms   and
     provisions of this lease.

#10 -   30 Change second sentence to read:

     Notwithstanding such subordination, Lessee's  right  to
     quiet   possession  of  the  Premises  shall   not   be
     disturbed if Lessee is not in material default so  long
     as  Lessee  shall  pay the rent and be  in  substantial
     compliance with all provisions of this Lease.......

#11 -   32 Add to first sentence:

     Lessor  and  Lessor's agents shall have  the  right  to
     enter  the Premises at reasonable times after providing
     Lessee  with  24 hour prior notice for the  purpose  of
     inspecting the same, showing .....

#12 -   34 Add the sentence:

     All  signs  currently  in  place  are  deemed  to  have
     Lessor's prior consent.



                            Ron Hart - Nelco Products, Inc.



                            James Emmi - Owner












































                        ADDENDUM TO
         BUILDING LEASE BETWEEN JAMES EMMI, LESSOR
          AND NELCO LESSEE DATED DECEMBER 12, 1989
            1100 E. KIMBERLY AVENUE, ANAHEIM, CA


A1.  CONSUMER PRICE INDEX ADJUSTMENT:

     The  monthly  rental  will be  increased  in  the  same
     proportion  as the percentage of increase  of  the  Los
     Angeles/Long  Beach/Anaheim area C.P.I.  as  determined
     by  the  U.S.  Department  of  Labor  Statistics.   The
     starting  base for the C.P.I. index will be  the  index
     for  the  month of April 1990 which will be  stipulated
     at   133.25.   The  C.P.I.  adjustment  will  be   made
     effective  on each of the 2nd, 4th, 6th, 8th  and  10th
     anniversary  of  the  effective starting  date  of  the
     lease  (June 21, 1990).  The bi-annual adjustment  will
     be  made  every two years thereafter through the  lease
     option  periods  if exercised.  The C.P.I.  index  used
     for  each  period will be the published index  for  the
     month  of  April  preceding  the  effective  adjustment
     date.   In no case will the rate increase be more  than
     10% per annum.

A2.  ALTERATIONS

     As  provided  for in Item 7.3, the building's  original
     configuration and improvements shall be  deemed  to  be
     the  condition of the building when first  occupied  by
     the  Lessee  under  previous leases.   Any  changes  or
     modifications  having  been  done  subsequent  to   the
     original occupancy shall be subject to change  back  to
     original  condition before any termination of lease  at
     the  option  of  Lessor.   Normal  wear  and  tear   is
     excepted.

     This  building is presently occupied by Lessee  and  is
     acceptable as is.

A3.  OPTIONS TO EXTEND LEASE PERIOD.

     The  Lessee is hereby granted the option to extend this
     lease for an additional 5 years, June 21, 1995 to  June
     20,  2000  under the same terms and conditions  as  the
     first   5   years,  providing  that  the   Lessee   has
     substantially  complied  with all  the  obligations  of
     said  lease  for the first 5 years.  Rental  rate  will
     continue  to  be  adjusted  as  stipulated  by   C.P.I.
     adjustment,  and  tax  and  insurance  adjustments   as
     provided for in lease.

     The  Lessee is hereby granted the option to renew  this
     lease  for an additional 5 year period, June  21,  2000
     to  June  20,  2005.  The rental rate for  this  period
     will be determined by agreement between the Lessor  and
     Lessee  and shall be equal to 90% of the average rental
     rates  in  effect  at  the time of Lessee's  notice  of
     intention  to  renew.   Average rental  rates  will  be
     determined by prevailing and available rental rates  in
     the  Fullerton/Anaheim area for a minimum of 6 or  more
     buildings of comparable size and location.

     In  order  to  exercise the option to extend  or  renew
     this  lease,  the  Lessee must  notify  Lessor  of  his
     intention to exercise his option before January  1,  of
     the year of the start of option period.


                            Ron Hart - Nelco Products, Inc.

                            James Emmi - Owner




December 29, 1994





Mr. James Emmi
1009 Dolphin Terrace
Corona del Mar, CA 92625


                                      VIA CERTIFIED MAIL


Dear Mr. Emmi,

Writing  to  you  in my dual capacity as Vice  President  of
Nelco Products, Inc., this letter serves as formal notice on
behalf  of  Nelco  Products, Inc.,  of  their  intention  to
exercise the June 12, 1995, options to extend the leases  of
both  1100  and  1107 E. Kimberly Avenue,  Anaheim,  CA,  in
accord with paragraphs A3 in the Addendums dated December 12
1989,  to  the  Leases also dated December  12,  1989.   The
options thus exercised will run until June 20, 2000.

We extend our best wishes for the New Year.

Sincerely,

NELCO, INTERNATIONAL CORPORATION



Lee H. Newton
Vice President Finance


copy:   Ron Hart, Nelco Products Inc.
          Phil Smoot, Nelco International Corporation
          Allen Levine, Park Electrochemical Corp.
















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>ex1003.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.03
                      LEASE AGREEMENT

      THIS  LEASE  AGREEMENT, made and entered into  by  and
between  TCLW/Fullerton, a general partnership,  hereinafter
referred  to  as  "Landlord," and Nelco  Products,  Inc.,  a
Delaware Corporation, hereinafter referred to as "Tenant":

                        WITNESSETH:

       1.  Premises  and  Term.   In  consideration  of  the
obligation of Tenant to pay rent as herein provided, and  in
consideration  of the other terms, provisions and  covenants
hereof,  Landlord hereby demises and leases to  Tenant,  and
Tenant   hereby   takes  from  Landlord,  certain   premises
consisting of space within a building described as follows:

      Approximately 36,462 square feet at 1411 Orangethorpe,
Fullerton, California within the County of Orange, State  of
California,  and more particularly described on Exhibit  "A"
attached  hereto and incorporated herein by  this  reference
(hereinafter referred to as the "premises").

      TO HAVE AND TO HOLD the same for a term commencing  on
the  "commencement date" (as hereinafter defined) and ending
59  months thereafter (provided, however, that in the  event
the commencement date other than the first day of a calendar
month,  said term shall extend for said number of months  in
addition  to  the remainder of the calendar month  following
the   commencement  date),  unless  earlier  terminated   in
accordance with the provisions of this lease.

         A.   The  "commencement date" shall be November  1,
1993.  Tenant acknowledges that it has inspected and accepts
the   premises,   and   specifically   the   buildings   and
improvements comprising the same, in their present condition
as  suitable  for  the purpose for which  the  premises  are
leased.   Taking  of possession by Tenant  shall  be  deemed
conclusively  to  establish that said  buildings  and  other
improvements  are in good and satisfactory condition  as  of
when possession was taken.  Tenant hereby waives the benefit
of  California Civil Code 1941.  Tenant further acknowledges
that  no  representations as to the repair of the  premises,
nor  premises to alter, remodel or improve the premises have
been  made by Landlord, unless such are expressly set  forth
in this lease.

     2. Base Rent and Security Deposit.

         A.  Tenant agrees to pay as rental for the premises
to  Landlord or order, without deduction or set off, for the
entire  term  hereof, Twelve Thousand Three  Hundred  Ninety
Seven  and 00/100 dollars ($12,397.00) per month.  One  such
monthly  installment shall be due and payable  on  the  date
hereof  and  a  like monthly installment shall  be  due  and
payable  without demand on or before the first day  of  each
calendar  month  succeeding  the commencement  date  recited
above during the hereby demised term, except that the rental
payment   for   any  fractional  calendar   month   at   the
commencement  or  end of the lease term shall  be  prorated.
All  costs  and  expenses which are  the  responsibility  of
Tenant also constitute "rent."  In the event Tenant fails to
pay  any  installment of rent hereunder (1), to help  defray
the  additional  cost to Landlord for processing  such  late
payments.   Tenant shall pay to Landlord on  demand  a  late
charge  in an amount equal to (2) of such installment.   The
provision for such late charge shall be in addition  to  all
of  Landlord's other rights and remedies hereunder or at law
and  shall  not  be construed as liquidated  damages  or  as
limiting Landlord's remedies in any manner.
         B.   In  addition, Tenant agrees  to  deposit  with
Landlord  on the date hereof the sum of Twenty Four Thousand
Seven  Hundred  Ninety Four and 00/100 dollars ($24,794.00),
which  sum  shall be held by Landlord, (3) for interest,  as
security  for  the  performance of  Tenant's  covenants  and
obligations under this lease, it being expressly  understood
and  agreed  that  such  deposit is not  an  advance  rental
deposit  or  a  measure of Landlord's  damages  in  case  of
Tenant's  default.   Upon the occurrence  of  any  event  of
default  by Tenant, Landlord may, from time to time, without
prejudice to any other remedy provided herein or provided by
law, use such funds to the extent necessary to make good any
arrears  of  rent or other payments due Landlord  hereunder,
and any other damage, injury, expense or liability caused by
such  event of default; and Tenant shall pay to Landlord  on
demand  the  amount  so  applied in  order  to  restore  the
security  deposit  to  its original  amount.   Although  the
security  deposit shall be deemed the property of  Landlord,
any  remaining balance of such deposit shall be returned  by
Landlord  to  Tenant  at  such  time  after  termination  or
expiration  of  this lease that all of Tenant's  obligations
under this lease have been fulfilled (4).

      3.   Use.  The demised premises shall be used only for
the  purpose of (5) receiving, storing, shipping and selling
(other  than retail) for interest, materials and merchandise
made  and/or distributed by Tenant and for such other lawful
purposes   as   may   be  incidental  thereto.    Under   no
circumstances shall the premises be used for gambling or the
retail  sale  of alcoholic beverages, whether or  not  those
uses  may be lawful.  Outside storage is prohibited  without
Landlord's prior written consent.  Tenant shall at  its  own
cost  and  expense obtain any and all licenses  and  permits
necessary  for any such use.  Tenant shall comply  with  all
governmental laws, ordinances and regulations applicable  to
the  premises or use thereof, and shall promptly comply with
all  governmental orders and directives for the  correction,
prevention  and  abatement  of  nuisances  in  or  upon,  or
connected with, the premises, all at (6).  Without  limiting
the generality of the foregoing, and subject to paragraph 6,
Tenant  shall  at  its  own  cost and  expense  install  and
construct   all  physical  improvements  to  the   premises,
interior  and  exterior, required by any Federal,  State  or
local building code or other law or regulation enacted after
the date on which this lease is executed by Tenant, or after
said date determined retroactively to apply to the premises,
(7)  made  necessary by the nature of Tenant's  use  of  the
premises.   Tenant  shall not permit  any  objectionable  or
unpleasant  odors, smoke, dust, gas, noise or vibrations  to
emanate  from the premises, nor take any other action  which
would constitute a nuisance or would disturb or endanger any
other  tenants  of  the building in which the  premises  are
situated  or unreasonably interfere with their use of  their
respective premises.  Tenant shall not place a load upon the
floor of the premises which exceeds the load per square foot
which  such floor was designed to carry and which is allowed
by  law.   Without Landlord's prior written consent,  Tenant
shall  not  receive, store or otherwise handle any  product,
material  or  merchandise  which  is  explosive  or   highly
inflammable.  Tenant will not permit the premises to be used
for  any  purpose  which would render the insurance  thereon
void  or the insurance risk more hazardous.  If at any  time
during  the term of this lease the State Board of  Insurance
or  other  insurance authority disallows any  of  Landlord's
sprinkler  credits  or  imposes  an  additional  penalty  or
surcharge  in  Landlord's  insurance  premiums  because   of
Tenant's original or subsequent placement or use of  storage
racks  or  binds, Tenant's method of storage, the nature  of
Tenant's inventory or any other act of Tenant, Tenant agrees
to  pay,  as  additional rental, the increase (between  fire
walls) in Landlords insurance premiums, and, upon demand  by
Landlord, to correct at Tenant's expense the cause  of  such
disallowance,  penalty or surcharge to the  satisfaction  of
the  particular  insurance authority.  Additionally,  Tenant
shall pay to any other tenants in the building in which  the
premises  are situated, upon demand, any increases  in  such
other  tenant's insurance premiums or charges caused by  the
acts of Tenant.

     4. Taxes.

          A.   Tenant  agrees  to  pay  before  they  become
delinquent all general and special, ad valorem and  specific
taxes, excises, assessments, and governmental charges of any
kind   and   nature  whatsoever  (hereinafter   collectively
referred  to  as  the "taxes") lawfully levied  or  assessed
against   the   land,  building,  grounds,  parking   areas,
driveways,   sidewalks  and/or  alleys  on  or  around   the
premises.  Tenant shall furnish to Landlord, not later  than
twenty  (20)  days before the date any such  taxes  becoming
delinquent,  official  receipts of  the  appropriate  taxing
authority   or  other  evidence  satisfactory  to   Landlord
evidencing  payment thereof.  If Tenant should fail  to  pay
any taxes, assessments, or governmental charges required  to
be  paid  by  Tenant  hereunder, in addition  to  any  other
remedies provided herein, Landlord may, if it so elects, pay
such taxes, assessments, and governmental charges.  Any sums
so  paid  by Landlord shall be deemed to be additional  rent
due and payable on demand by Landlord.
         B.   In the event the premises constitute a portion
of  a  multiple occupancy building, Tenant agrees to pay  to
Landlord,  as additional rent, (8), the amount  of  Tenant's
"proportionate  share"  of  the  "taxes"  referred   to   in
subparagraph A, above.  Tenant's "proportionate  share,"  as
used in this lease, shall mean a fraction, the numerator  of
which  is  the  square  footage  of  the  premises  and  the
denominator  or which is the square footage of the  building
containing the premises.
         C.   If  at any time during the term of this  lease
there  shall be levied, assessed or imposed on Landlord,  by
any  governmental entity, any general or special, ad valorem
or  specific, capital levy, excise or other tax, assessment,
levy  or  charge directly on the rental received under  this
lease,  and/or  any  license fee, excise or  franchise  tax,
assessment, levy or charge measured by or based, in whole or
in   part,   upon   such  rentals,  and/or   any   transfer,
transaction,  or  similar tax, assessment,  levy  or  charge
based   directly   or   indirectly  upon   the   transaction
represented  by this lease, and/or any occupancy,  use,  per
capita  or  other  tax,  assessment, levy  or  charge  based
directly  or  indirectly upon the use or  occupancy  of  the
premises,  then  all  such  taxes, assessments,  levies  and
charges  shall  be  deemed to be included  within  the  term
"taxes" for the purposes of this paragraph 4 (9).
         D.   Tenant  may,  alone or along  with  any  other
tenants  of  said building, at its or their  sole  cost  and
expense, in its or their own name(s) and/or in the  name  of
Landlord,  dispute  and contest and "taxes"  by  appropriate
proceedings  diligently conducted in good  faith,  but  only
after  Tenant  and all other tenants, if any,  joining  with
Tenant  in  such contest, have deposited with  Landlord  the
amount  so  contested  and unpaid,  or  their  proportionate
shares  thereof, as the case may be, which shall be held  by
Landlord   without   obligation  for  interest   until   the
termination of the proceedings, at which time the  amount(s)
deposited shall be applied by Landlord toward the payment of
the  items  held  valid  (plus any  court  costs,  interest,
penalties   and  other  liabilities  associated   with   the
proceedings),  and  Tenant's share of any  excess  shall  be
returned  to  Tenant.   Tenant  further  agrees  to  pay  to
Landlord, upon demand, Tenant's share (as among all  tenants
who  participated  in  the  contest)  of  all  court  costs,
interest, penalties, and other liabilities relating to  such
proceedings.  Tenant hereby indemnifies and agrees  to  hold
Landlord  harmless  from and against  any  cost,  damage  or
expense  (including attorneys' fees) in connection with  any
such proceedings.
         E.   Any  payment  to  be  made  pursuant  to  this
paragraph 4 with respect to the tax year in which this lease
commences  or  terminates shall bear the same ratio  to  the
payment which would be required to be made for the full  tax
year  as  that part of such tax year covered by the term  of
this lease bears to a full tax year. (10)

     5. Repairs and Maintenance.

         A.   Tenant shall, at its own cost and expense keep
and maintain the premises in good condition, promptly making
all   necessary  repairs  and  replacements,  interior   and
exterior,   non-structural,  ordinary   and   extraordinary,
including  but  not  limited to, windows,  glass  and  plate
glass,  doors,  any special office entry, walls  and  finish
work,   floors   and   floor  covering,  roof,   foundation,
downspouts,  gutters  heating and air conditioning  systems,
dock  boards,  truck  doors, dock  bumpers,  ramps,  paving,
plumbing  work  and fixtures, termite and pst extermination,
regular removal of trash and debris, regular mowing  of  any
grass, caring for shrubs, trimming, weed removal and general
landscape   maintenance,   including   rail   spur    areas,
maintaining the parking areas, driveways, alleys, sidewalks,
and  the  whole  of  the premises in a  clean  and  sanitary
condition,  maintaining any spur track serving the  premises
(Tenant  agrees  to sign a joint maintenance agreement  with
the railroad company servicing the premises, if requested by
the   railroad  company),  and  providing  guard  and  alarm
service.  Tenant shall, at its own cost and expense, repaint
the  exterior  walls,  overhead  doors,  canopies,  entries,
headrails,  gutters and other exposed parts of the  building
which  reasonably  require periodic  repainting  to  prevent
deterioration  or  to maintain aesthetic standards.   Tenant
shall maintain trash receptacles within the building on  the
premises.
        B.  The cost of maintenance and repair or any common
party  wall  (any  wall,  divider, partition  or  any  other
structure separating the premises from any adjacent premises
occupied by other tenants) shall be shared equally by Tenant
and  the  tenant occupying adjacent premises.  Tenant  shall
not  damage  any  party wall or disturb  the  integrity  and
support  provided by any party wall and shall, at  its  sole
cost  and  expense, promptly repair any damage or injury  to
any party wall caused by Tenant or its employees, agents  or
invitees.
         C.   In the event the premises constitute a portion
of  a multiple occupancy building, Tenant and its employees,
customers and invitees shall have the nonexclusive right  to
use,  in  common  with  the  other  parties  occupying  said
building,  the parking areas, driveways and alleys  adjacent
to  said  building,  subject to such  reasonable  rules  and
regulations  as  Landlord may from time to  time  prescribe.
Further, in such event, Landlord (11) to perform the  paving
and  landscape  maintenance, exterior  painting  and  common
sewage  line  plumbing and any other responsibilities  which
are  otherwise  Tenant's obligations  under  subparagraph  A
above,  and  Tenant  shall, in lieu of the  obligations  set
forth under subparagraph A above with respect to such items,
be  liable  for  its  proportionate  share  (as  defined  in
subparagraph 4B, above) of the cost and expense of the  care
for  the  grounds  around the building,  including  but  not
limited  to,  exterior  repainting and  common  sewage  line
plumbing;  provided, however, that Landlord shall  have  the
right  to  require  Tenant  to  pay  such  other  reasonable
proportion of said costs as may be determined by Landlord in
its sole discretion; and further provided that if Tenant  or
any  other particular tenant of the building can be  clearly
identified as being responsible for obstruction or  stoppage
of  the  common sanitary sewage line, then Tenant, if Tenant
is  responsible, or such other responsible tenant, shall pay
the  entire  cost thereof, upon demand, as additional  rent.
Tenant  shall at Landlord's option either (i) pay  when  due
(but not more frequently than monthly) its share, determined
as  aforesaid,  of such costs and expenses  along  with  the
other  tenants  of  the  building directly  to  the  persons
performing such work, or (ii) reimburse Landlord upon demand
(but  not more frequently than monthly), as additional rent,
for  the amounts of its share as aforesaid of such costs and
expenses in the event Landlord elects to perform or cause to
be performed such work.
        D.  N/A.
        E.  Tenant shall, at its own cost and expense, enter
into  a  regularly  scheduled preventive maintenance/service
contract  with  a maintenance contractor for  servicing  all
heating  and  air conditioning systems and equipment  within
the  premises.  The maintenance contractor must be  approved
by Landlord.  The service contract must include all services
suggested   by   the  equipment  manufacturer   within   the
operation/maintenance  manual  and  must  become   effective
within  thirty (30) days of the date Tenant takes  possessio
of  the  premises.  All guarantees/warranties provided  with
the  heating and air conditioning systems will be recognized
within this program.

           (12)

     6. Alterations.

        A.  Tenant shall not make any alterations, additions
or improvements to the premises including but not limited to
roof and wall penetrations without the prior written consent
of  Landlord  (13).   Tenant may,  without  the  consent  of
Landlord,  but  at its own cost and expense and  in  a  good
workmanlike manner make such minor alterations, additions or
improvements  or erect, remove or alter such partitions,  or
erect such shelves, bins, machinery and trade fixtures as it
may deem advisable, without altering the basic character  of
the  building  or  improvements and without  overloading  or
damaging  such building or improvements, and  in  each  case
complying with all applicable governmental laws, ordinances,
regulations   and  other  requirements.   All   alterations,
additions,  improvements and partitions  erected  by  Tenant
shall  be and remain the property of Tenant during the  term
of  this  lease and Tenant shall, unless Landlord  otherwise
elects  as  hereinafter  provided, remove  all  alterations,
additions, improvements and partitions erected by Tenant and
restore the premises to their original condition by the date
of  termination  or  expiration  of  this  lease;  provided,
however, that if Landlord so elects prior to termination  or
expiration  of  this  lease,  such  alterations,  additions,
improvements  and partitions shall become  the  property  of
Landlord as of the date of termination or expiration of this
lease  and  shall be delivered up to the Landlord  with  the
premises.   All  shelves bins, machinery and trade  fixtures
installed  by Tenant may be removed by Tenant prior  to  the
termination or expiration of this lease if Tenant so elects,
and  shall be removed if required by Landlord; upon any such
removal  Tenant shall restore the premises to their original
condition.   All  such  removals and  restoration  shall  be
accomplished in a good and workmanlike manner so as  not  to
damage the primary structure or structural qualities of  the
buildings  and other improvements situated on the  premises.
(14)
          B.    Before  commencing  any  work  relating   to
alterations,   additions  and  improvements  affecting   the
premises,  Tenant shall notify Landlord in  writing  of  the
expected date of commencement thereof.  Landlord shall  then
have the right at any time and rom time to time to post  and
maintain  on  the  premises such notices as  Landlord  deems
necessary   to  protect  the  premises  and  Landlord   from
mechanics'  liens, materialmen's liens or any  other  liens.
At any time Tenant either desires or is required to make any
repairs,  alterations,  additions, improvements  or  utility
installations  pertaining  to  the  premises,  Landlord  may
require Tenant, at Tenant's sole cost and expense, to obtain
and provide to Landlord a lien and completion bond in a form
and by a surety acceptable to Landlord in an amount equal to
the  estimate  cost  of  (15) such improvements,  to  insure
Landlord  against liability for mechanics' and materialmen's
liens and to insure completion of the work.

      7. Signs.  (16) Tenant shall have the right to install
signs  upon the exterior of said buildings (17) and  subject
to any applicable governmental laws, ordinances, regulations
and  other requirements.  Tenant shall remove all such signs
by  the  termination  or expiration  of  this  lease.   Such
installations and removals shall be made in such  manner  as
to  avoid  injury  or defacement of the building  and  other
improvements,  and  Tenant  shall  repair  any   injury   or
defacement,   including  without  limitation  discoloration,
caused by such installation and/or removal.

      8.  Inspection.   Landlord and Landlord's  agents  and
representatives  shall have the right to enter  and  inspect
the  premises at any reasonably time during business  hours,
for  the  purpose  of  ascertaining  the  condition  of  the
premises or in order to make such repairs as may be required
or  permitted to be made by Landlord under the terms of this
lease.   During the period that is six (6) months  prior  to
the  end of the term hereof, Landlord and Landlord's  agents
and  representatives  shall have  the  right  to  enter  the
premises  at any reasonable time during business  hours  for
the purpose of showing the premises and shall have the right
to  erect  on  the premises a suitable sign  indicating  the
premises  are  available.  (18) shall arrange to  meet  with
(19)  for a joint inspection of the premises at the time  of
vacating.

      9.  Utilities.  Tenant shall pay for all  water,  gas,
heat,  light, telephone, sewer, sprinkler charges and  other
utilities  and  services  used  on  or  from  the  premises,
together  with any taxes, penalties, surcharges or the  like
pertaining thereto and any maintenance charges for utilities
and  shall  furnish all electric light bulbs and tubes.   If
any  such  services  are not separately metered  to  Tenant,
Tenant  shall  pay a reasonable proportion as determined  by
Landlord of all charges jointly metered with other premises.
Landlord shall in no event be liable for any interruption or
failure of utility services on the premises.

     10.     Assignment and Subletting.

         A.   Tenant shall not have the right to assign this
lease or to sublet the whole or any part of the premises, or
allow,  for valuable consideration, the occupancy of all  or
any  part  of  the  premises by another, without  the  prior
written  consent  of  Landlord  (20).   Notwithstanding  any
permitted  assignment or subletting,  Tenant  shall  at  all
times  remain directly, primarily and fully responsible  and
liable for the payment of the rent herein specified and  for
compliance   with  all  of its other obligations  under  the
terms,  provisions and covenants of this  lease.   Upon  the
occurrence of an "event of default" as hereinafter  defined,
if  the  premises or any part thereof are then  assigned  or
sublet,  Landlord, in addition to any other remedies  herein
provided,  or  provided by law, may at  its  option  collect
directly  from such assignee or subtenant all rents becoming
due  to  Tenant under such assignment or sublease and  apply
such  rent  against  any sums due to  Landlord  from  Tenant
hereunder,  and  no such collection shall  be  construed  to
constitute a novation or release of Tenant from the  further
performance of Tenant's obligations hereunder.
         B.   In  the  event Tenant desires  to  sublet  the
premises,  or  any  portion thereof, or assign  this  lease,
Tenant shall give written notice thereof to Landlord setting
forth  the  name of the proposed subtenant or assignee,  the
term, use, rental rate and other particulars of the proposed
subletting or assignment, including without limitation  (21)
satisfactory  to  Landlord that the  proposed  subtenant  or
assignee  will  immediately occupy and  thereafter  use  the
entire  premises  (or any sublet portion  thereof)  for  the
remaining term of this lease (or for the entire term of  the
sublease,  if shorter).  In addition to Landlord's  approval
right  pursuant  to subparagraph 10A above,  Landlord  shall
have  the option, i the event of any proposed assignment  or
subletting  (22)  to cancel this lease as of  the  date  the
subletting or assignment described in Tenant's notice is  to
be  effective.  The option shall be exercised, if at all, by
Landlord  giving Tenant written notice thereof within  sixty
(60)  days following Landlord's receipt of Tenant's  written
request.   Upon any such cancellation Tenant  shall  pay  to
Landlord  all amounts, as estimated by Landlord, payable  by
Tenant  to  such  termination date, with respect  to  taxes,
insurance,  repairs,  maintenance,  restoration  and   other
obligations,  costs or charges which are the  responsibility
of  Tenant  hereunder.  Further, upon any such  cancellation
Landlord  and  Tenant shall have no further  obligations  or
liabilities  to  each other under this  lease,  except  with
respect to obligations or liabilities which accrue hereunder
as  of such cancellation date (in the same manner as if such
cancellation  date were the date originally  fixed  for  the
expiration   of  the  term  hereof).   Without   limitation,
Landlord may lease the premises to the prospective subtenant
or  assignee,  without liability to the Tenant.   Landlord's
failure  to  exercise  said  cancellation  right  as  herein
provided shall not be construed as Landlord's consent to the
proposed subletting or assignment.
         C.  Landlord shall have the right to assign any  of
its rights and obligations under this lease. (23)

     11.     Fire and Casualty Damage.

         A.   Landlord agrees to maintain standard fire  and
extended  coverage insurance covering the building of  which
the  premises are a part in an amount not less than 80%  (or
such  greater percentage as may be necessary to comply  with
the provisions of any co-insurance clauses of the policy) of
the  "replacement cost" thereof as such term is  defined  in
the  Replacement  Cost Endorsement to be  attached  thereto,
insuring  against  the  perils  of  Fire,  (24),  Lightning,
Extended   Coverage,   Vandalism  and  Malicious   Mischief,
extended by Special Extended Coverage Endorsements to insure
against  all  other  Risks  of  Direct  Physical  Loss,  and
Earthquake and Flood, such coverages and endorsements to  be
as  defined,  provided and limited in  the  standard  bureau
forms  prescribed by the insurance regulatory authority  for
the  state  in which the premises are situated  for  use  by
insurance  companies admitted in such state for the  writing
of  such  insurance  on  risks located  within  such  state.
Subject  to  the provisions of subparagraphs  11B  and  11E,
below,  such  insurance shall be for  the  sole  benefit  of
Landlord and under its sole control.  Tenant agrees  to  pay
to   Landlord,  as  additional  rent,  Landlord's  cost   of
maintaining such insurance on said building (or in the event
the  premises  constitute a portion of a multiple  occupancy
building,  Tenant's full proportionate share [as defined  in
subparagraph  4B above] of such cost).  Said payments  shall
be  made to Landlord within ten (10) days after presentation
to  Tenant of Landlord's statement setting forth the  amount
due.  Any payment to be made pursuant to this subparagraph A
with  respect  to the year in which this lease commences  or
terminates  shall bear the same ratio to the  payment  which
would  be required to be made for the full year as the  part
of  such year covered by the term of this lease bears  to  a
full year. (25)
         B.   If  the  buildings situated upon the  premises
should  be damaged or destroyed by any peril covered by  the
insurance to be provided by Landlord under subparagraph  11A
above,  Tenant  shall  give  immediate  notice  thereof   to
Landlord  and  Landlord shall at its sole cost  and  expense
thereupon  proceed with reasonable diligence to rebuild  and
repair  such  buildings to substantially  the  condition  in
which  they  existed  prior to such damage  or  destruction,
except  that  Landlord  shall not be  required  to  rebuild,
repair  or  replace  any  part of the partitions,  fixtures,
additional and other improvements which may have been placed
in,  on  or  about  the premises by Tenant and  except  that
Tenant  shall  pay to Landlord, upon demand, any  applicable
deductible amount specified under Landlord's insurance.  The
rent payable hereunder shall in no event abate by reason  of
any damage or destruction. (26)
        C.  (27)
          D.    Tenant  covenants  and  agrees  to  maintain
insurance  on  all  alterations, additions,  partitions  and
improvements  erected by or on behalf of Tenant  in,  on  or
about  the premises in an amount not less than 80% (or  such
greater  percentage as may be necessary to comply  with  the
provisions of any co-insurance clause of the policy) of  the
"replacement cost" thereof, as such term is defined  in  the
Replacement  cost Endorsement to be attached thereto.   Such
insurance  shall insure against the perils and be  in  form,
including   stipulated   endorsements,   as   provided    in
subparagraph 11A hereof.  Such insurance shall  be  for  the
sole benefit of Tenant and under its sole control.  All such
policies   shall  b  procured  by  Tenant  from  responsible
insurance  companies  satisfactory to  Landlord.   Certified
copies  of policies of such insurance, together with receipt
evidencing  payment  of  the  premiums  therefor,  shall  be
delivered to Landlord prior to the commencement date of this
lease.   Not  less  than  fifteen (15)  days  prior  to  the
expiration  date of any such policies, certified  copies  of
renewals  thereof (bearing notations evidencing the  payment
of  renewal premiums) shall be delivered to Landlord.   Such
policies shall further provide that no less than thirty (30)
days  written notice shall be given to Landlord before  such
policy  may  be  cancelled or changed  to  reduce  insurance
provided thereby.
        E.  Notwithstanding anything herein to the contrary,
in  the  event the holder of any indebtedness secured  by  a
mortgage  or deed of trust covering the Landlord's  interest
in  the  premises  requires that the insurance  proceeds  be
applied  to such indebtedness, then Landlord shall have  the
right  to terminate this lease by delivering written  notice
of termination to Tenant within fifteen (15) days after such
requirement is made by any such holder, whereupon all rights
and obligations hereunder shall cease and terminate. (28)
         F.   Landlord  and Tenant hereby each  release  the
other  from any and all liability or responsibility  to  the
other  or  anyone claiming through or under them by  way  of
subrogation or otherwise for any loss or damage to  property
caused  by  fire or any 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  party  may  be
responsible; provided, however, that this release  shall  be
applicable and in force and effect only with respect to loss
or  damage  occurring during such times  as  the  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  the  releasor  to
recover  thereunder  and then only  to  the  extent  of  the
insurance  proceeds payable under such  policies.   Each  of
Landlord  and  Tenant  agrees  that  it  will  request   its
insurance carriers to include in its policies such a  clause
or  endorsement.   If extra cost shall be charged  therefor,
each  party shall advise the other thereof and of the amount
of the extra cost, and the other party, at its election, may
pay the same, but shall not be obligated to do so.

      12.      Liability.  Tenant does hereby indemnify  and
agree  to  forever save and hold harmless Landlord from  and
against any and all damages, claims, losses, demands, costs,
expenses  (including reasonable attorneys' fees and  costs),
obligations,  liens,  liabilities,  actions  and  causes  of
action,  threatened or actual, which Landlord may suffer  or
incur   arising  out  of  or  in  connection  with  Tenant's
obligations  under this lease, including without limitation,
Tenant's  use  of  the  premises, the  conduct  of  Tenant's
business,  any activity, work or things done,  permitted  or
suffered  by  Tenant  in  or about the  premises.   Tenant's
nonobservance  or  nonperformance of any law,  ordinance  or
regulations,  or  any negligence of the  Tenant  or  any  of
Tenant's agents, contractors employees, guests licensees and
invitees.  Tenant further agrees that in case of any  claim,
demand, action or proceeding against Landlord, Tenant,  upon
notice  from  Landlord  shall defend  Landlord  at  Tenant's
expense.   In  the event Tenant does not provide  a  defense
against   any   and   all  such  claims,   demands,   liens,
liabilities,  actions  or causes of  action,  threatened  or
actual,  then  Tenant will, in addition to  the  above,  pay
Landlord  the  attorneys'  fees, legal  expenses  and  costs
incurred by Landlord in providing or preparing such  defense
and  Tenant  agrees  to  cooperate  with  Landlord  in  such
defense,  including, but not limited to,  the  providing  of
affidavits and testimony upon request of Landlord.

      Tenant shall obtain at its cost and keep in full force
during  the  term  of the lease a policy of Combined  Single
Limit  Bodily Injury and Property Damage Insurance  insuring
Landlord and Tenant against any liability arising out of the
use,  occupancy or maintenance of the premises and all areas
appurtenant thereto by Tenant.  Such insurance shall  be  in
an  amount  not  less than (29).  The policy  shall  contain
cross liability endorsements and shall insure performance by
Tenant  of the foregoing indemnity provisions of this lease.
The  limits of said insurance shall not, however, limit  the
liability of Tenant hereunder.

     13.     Condemnation.

         A.   If  the whole or any substantial part  of  the
premises should be taken for any public or quasi-public  use
under governmental law, ordinance or regulation, or by right
of  eminent domain, or by private purchase in lieu  thereof,
and  the  taking would prevent or materially interfere  with
the  use of the premises for the purpose for which they  are
then  being  used, this lease shall terminate (30)  and  the
rent  shall be abated during the unexpired portion  of  this
lease,  effective when the physical taking of such  premises
shall occur (31).
         B.   If part of the premises shall be taken for any
public  or  quasi-public  use under  any  governmental  law,
ordinance  or regulation, or by right of eminent domain,  or
by  private purchase in lieu thereof, and this lease is  not
terminated as provided in subparagraph A, above, this  lease
shall  not  terminate but the rent payable hereunder  during
the  unexpired portion of this lease shall be reduced in the
same ratio as the square footage of the premises taken bears
to the total square footage of the premises.
         C.   This  paragraph 13 shall be Tenant's sole  and
exclusive remedy in the event of any such taking or purchase
in  lieu thereof.  Landlord shall be entitled to any and all
compensation, damages, income, rents, awards (except for  an
award  specified  by the condemning authority  for  Tenant's
unamortized portion of its improvements (32) if any) or  any
interest  therein whatsoever which may be paid  or  made  in
connection therewith, and Tenant shall have no claim against
Landlord for the value of any unexpired term of this  lease.
Tenant  hereby  waives the benefits of  California  Code  of
Civil Procedure 1265.130.

      14.     Holding Over.  Tenant will, at the termination
or  expiration of this lease by lapse of time or  otherwise,
yield up immediate possession to Landlord.  In the event  of
any   holding  over  by  Tenant  after  the  expiration   or
termination  of  this  lease,  unless  the  parties   hereto
otherwise agree in writing, the hold over tenancy  shall  be
subject to termination by Landlord at any time upon not less
than  seven (7) days advance written notice, and all of  the
other terms and provisions of this lease shall be applicable
during  that  period, except that Tenant shall pay  Landlord
from  time to time upon demand, as rental for the period  of
any  hold over, an amount equal to one and one-half (1  1/2)
the  rental which would have been payable by Tenant had  the
hold  over period been a part of the original term  of  this
lease,  computed on a daily basis for each day during  which
such  possession is withheld.  In the event of any such hold
over,  Tenant agrees to vacate and deliver the  premises  to
Landlord  within  seven (7) days after Tenant's  receipt  of
notice  from Landlord to vacate.  No holder over  by  Tenant
whether  with or without consent of Landlord, shall  operate
to extend this lease except as otherwise expressly provided.

      15.      Quiet Enjoyment.  Landlord covenants that  it
now  has, or will acquire before Tenant takes possession  of
the premises, good title to the premises, excepting the lien
for  current taxes not yet due, such mortgages or  deeds  of
trust  as  are permitted by the terms of this lease,  zoning
ordinances  and  other  building  and  fire  ordinances  and
governmental  regulations  relating  to  the  use  of   such
property,  and easements, restrictions and other matters  of
record.   Landlord represents and warrants that it has  full
right  and  authority  to enter into  this  lease  and  that
Tenant,  upon  paying  the  rental  herein  set  forth   and
performing  its  other covenants and agreements  herein  set
forth, shall peaceable and quietly have, hold and enjoy  the
premises   for   the  term  hereof  without   hindrance   or
molestation  from  Landlord,  subject  to  the   terms   and
provisions   of  this  lease.   Landlord  agrees   to   make
reasonable  efforts to protect Tenant from  interference  or
disturbance  by  other  tenants or third  persons,  however,
Landlord  shall  not be liable for any such interference  or
disturbance, nor shall Tenant be released from  any  of  the
obligations  of  this lease because of such interference  or
disturbance.

      16.     Events of Default.  The following events shall
be  deemed  to be "events of default" by Tenant  under  this
lease:

        (a)  Tenant shall fail to pay any installment of the
rent  herein reserved when due, or any payment with  respect
to  taxes  hereunder  when  due, or  any  other  payment  or
reimbursement to Landlord required herein when due, and such
failure  shall continue for a period of (33) from  the  date
such payment was due.
         (b)  Tenant shall become insolvent, or shall make a
transfer  in fraud of creditors, or shall make an assignment
for the benefit of creditors.
         (c)  Tenant shall file a petition under any section
or  chapter  of the National Bankruptcy Act, as  amended  or
under any similar law or statute of the United State or  any
state  thereof;  or  Tenant shall be  adjudged  bankrupt  or
insolvent in proceedings filed against Tenant thereunder.
         (d)   A receiver or trustee shall be appointed  for
all or substantially all of the assets of Tenant.
         (e)  Tenant shall desert any substantial portion of
the premises.
         (f)   Tenant  shall fail to comply with  any  term,
provision  or  covenant  of  this  lease  (other  than   the
foregoing  in  this paragraph 16), and shall not  cure  such
failure within (34).

      17.      Remedies.   If any event of  default  occurs,
Landlord may at any time thereafter, with or without  notice
or  demand, except as stated hereafter, and without limiting
Landlord  in  the  exercise of any  right  or  remedy  which
Landlord may have by reason of such event of default;

        (a)  Enter upon and take possession of the premises.
IN  such event, Landlord shall have the right to remove  all
persons  and  property  from the  premises  and  store  such
property in a public warehouse or elsewhere at the cost  and
risk  of and for the account of Tenant, and all such persons
shall  quit  and  surrender possession of  the  premises  to
Landlord, Tenant hereby waives all claims for damages  which
may be caused by the entry of Landlord and taking possession
of  the  premises or removing and storing the furniture  and
property  and  hereby agrees to indemnify and save  Landlord
harmless   from  any  loss,  costs,  damages  or   liability
occasioned thereby, and no such entry shall be considered or
construed to be a forcible entry.  Should Landlord elect  to
enter,   as   herein  provided,  or  should  Landlord   take
possession pursuant to legal proceedings or pursuant to  any
notice  provided by law, Landlord may terminate  this  lease
pursuant to paragraph (b) hereof.
         (b)  Terminate Tenant's right to possession of  the
premises at any time.  Acts of maintenance, efforts to relet
the premises, or the appointment of a receiver on Landlord's
initiative  to protect Landlord's interest under this  lease
shall  not  constitute a termination of  Tenant's  right  to
possession.   On  termination,  Landlord  may  recover  from
Tenant  (i) the worth at the time of the award of the unpaid
rent  that  had  been earned at the time of  termination  of
Tenant's right to possession of the premises; (ii) the worth
at  the  time of the award of the amount by which the unpaid
rent  that  would  have  been  earned  after  the  date   of
termination of Tenant's right to possession until  the  time
of award exceeds the amount of the loss of rent for the same
period   that  Tenant  proves  could  have  been  reasonably
avoided;  (iii) the worth at the time of the  award  of  the
amount by which the unpaid rent for the balance of the  term
after  the time of award exceeds the amount of the  loss  of
rent  for the same period that Tenant proves could have been
reasonably  avoided; and (iv) any other  amount,  and  court
costs,  necessary to compensate Landlord for  all  detriment
proximately caused by Tenant's default.  "The worth  at  the
time  of  the  award,"  as used in  (i)  and  (ii)  of  this
paragraph,  is  to be computed by allowing interest  at  the
rate of ten percent (10%) per annum.  "The worth at the time
of  the award" as referred to in (iii) of this paragraph  is
to  be  computed by discounting the amount at  the  discount
rate  of  the Federal Reserve Bank of San Francisco  at  the
time of the award, plus 1%.
         (c)   Continue this lease in full force and effect,
and  this  lease will continue in effect as long as Landlord
does  not  terminate  Tenant's  right  to  possession,   and
Landlord shall have the right to collect rent when due.
        (d)  Cure the default at Tenant's cost.  If Landlord
at any time, by any reason of Tenant's default, pays any sum
or  does  any act that requires the payment of any sum,  the
sum paid by Landlord shall be due immediately from Tenant to
Landlord  upon  demand by Landlord.  The sum, together  with
late  charges,  as provided in paragraph 2, above,  of  this
lease, shall be additional rent.
         (e)   Pursue  any  other remedy  now  or  hereafter
available  to Landlord under the laws or judicial  decisions
of the State of California.

     19.     Mortgages.  (35)

     20.     Landlord's Default.

         A.   In the event Landlord should become in default
in  any  payments  due  and payable  on  any  such  mortgage
described  in paragraph 19 hereof, Tenant is authorized  and
empowered after giving Landlord five (5) days prior  written
notice  of such default and Landlord's failure to cure  such
default, to pay any such delinquent items for and on  behalf
of  Landlord, and the amount of any item so paid  by  Tenant
for or on behalf of Landlord, together with any interest  or
penalty  required to be paid in connection therewith,  shall
be  payable  on  demand  by Landlord  to  Tenant;  provided,
however,  that Tenant shall not be authorized and  empowered
to  make  any  payment under the terms of this paragraph  20
unless  the item paid shall be superior to Tenant's interest
hereunder,  in  the event Tenant pays any mortgage  debt  in
full,  in accordance with this paragraph, it shall,  at  its
election, be entitled to the mortgage security by assignment
or subrogation.

       21.       Tenant's  Remedies.   Except  as  otherwise
specifically  provided in this lease, Tenant  hereby  waives
and  relinquishes  any  right  which  Tenant  may  have   to
terminate  this  lease or withhold rent on  account  of  any
damage,  condemnation, destruction or state of disrepair  of
the premises (including, without limiting the generality  of
the  foregoing,  those  rights under California  Civil  Code
1932(2), 1933(4), 1941 and 1942).

       22.      Mechanic's  Liens.   Tenant  shall  have  no
authority, express or implied, to create or place  any  lien
or  encumbrance of any kind or nature whatsoever upon, or in
any  manner  to  bind,  the  interest  of  Landlord  in  the
premises, or to charge the rentals payable hereunder for any
claim  in favor of any person dealing with Tenant, including
those  who  may furnish materials or perform labor  for  any
construction  or repairs, and each such claim  shall  affect
and  each  such  lien shall attach to, if at all,  only  the
leasehold  interest  granted to Tenant by  this  instrument.
Tenant covenants and agrees that it will pay or cause to  be
paid  all  sums legally due and payable by it on account  of
any  labor  performed or materials furnished  in  connection
with any work performed on the premises on which any lien is
or can be validly and legally asserted against its leasehold
interest  in  the premises or the improvements  thereon  and
that  it  will save and hold Landlord harmless from any  and
all  loss,  cost  or  expense based on  or  arising  out  of
asserted  claims  or liens against the leasehold  estate  or
against the right, title and interest of the Landlord in the
premises or under the terms of this lease.  Tenant will  not
permit  any mechanics' lien or liens to be placed  upon  the
premises  or any building or improvement thereon during  the
term  hereof,  and in case of the filing of  any  such  lien
Tenant  will  promptly pay same.  If  any  such  lien  shall
remain  in  force  and  effect for twenty  (20)  days  after
written  notice  thereof from Landlord to  Tenant,  Landlord
shall  have the right and privilege at Landlord's option  of
paying  and  discharging  the same or  any  portion  thereof
without  inquiry as to the validity thereof, and any amounts
so  paid,  including  expenses and applicable  late  charge,
shall  be  so additional rent hereunder due from  Tenant  to
Landlord  and  shall  be repaid to Landlord  immediately  on
rendition  of bill therefor.  Notwithstanding the foregoing,
Tenant shall have the right to contest any such lien in good
faith  and  with  all  due diligence so  long  as  any  such
contest,  or action taken in connection therewith,  protects
the  interest  of Landlord and Landlord's mortgagee  in  the
premises  and Landlord and any such mortgagee  are,  by  the
expiration of said twenty (20) days period, furnished  proof
of  such  protection, and indemnification by Tenant  against
any  loss, cost or expense related to any such lien and  the
contest  thereof,  satisfactory to  Landlord  and  any  such
mortgagee.

      23.      Sale by Landlord.  In the event the  original
Landlord  hereunder, or any successor owner of the premises,
shall  sell or convey the premises, Tenant agrees to  attorn
to  such  new  owner.  In the event of such  sale,  Landlord
shall  transfer to the new owner the balance of any security
deposit remaining after lawful deductions and, after  notice
to  Tenant  (36)  shall be relieved of all future  liability
with respect to such security deposit.

      24.     Attorneys' Fees.  If either Landlord or Tenant
commences or engages in, or threatens to commence or  engage
in,  an action by or against the other party arising out  of
or  in connection with this lease or the premises, including
but  not  limited to any action for recovered of rental  due
and  unpaid  (37) to recover possession or for  damages  for
breach of this lease, the prevailing party shall be entitled
to  have  and  recover  from  the  losing  party  reasonable
attorneys' fees and other costs incurred in connection  with
the action and in preparation for said action. (38)

      25.      Further Documents.  Upon Landlord's  request,
Tenant  agrees to modify this lease to meet the requirements
of   a   lender  selected  by  Landlord  who  demands   such
modification as a condition precedent to granting a loan and
placing  a deed of trust upon the building or land of  which
the  premises is a part, provided such modification does not
(1)  increase the minimum rent or percentage rent; (2) alter
the  term  of lease or any extended term; or (3)  materially
adversely affect Tenant's estate or right under this lease.

      26.      Waiver.   The  waiver by (39)  of  any  term,
covenant, agreement or condition herein contained shall  not
be  deemed  to be a waiver of any subsequent breach  of  the
same  or  any  other term, covenant, agreement or  condition
herein contained, nor shall any custom or practice which may
grow  up  between the parties in the administration of  this
lease  be construed to waive or to lessen the right of  (40)
to  insist upon the performance by (41) in strict accordance
with  all  of the provisions of this lease.  The  subsequent
acceptance of rent hereunder by Landlord shall not be deemed
to  be  a  waiver or any preceding breach by Tenant  of  any
provisions, covenant, agreement or condition of this  lease,
other than the failure of Tenant to pay the particular  rent
so  accepted,  regardless of Landlord's  knowledge  of  such
preceding breach at the time of acceptance of such rent.

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

        (a)  All payments required to be made by Landlord to
Tenant  hereunder shall be payable to Tenant at the  address
hereinbelow  set forth or at such other address as  Landlord
may specify from time to time by written notice delivered in
accordance herewith.
        (b)  All payments required to be made by Landlord to
Tenant  hereunder shall be payable to Tenant at the  address
hereinbelow set forth, or at such other address  within  the
continental United States as Tenant may specify from time to
time by written notice delivered in accordance herewith.
        (c)  Any notice or document required or permitted to
be  delivered  hereunder  shall be deemed  to  be  delivered
whether  actually  received or not  (42)  deposited  in  the
United States Mail, postage prepaid, Certified or Registered
Mail,  addressed  to the parties hereto  at  the  respective
addresses  set out below, or at such other address  as  they
have  theretofore specified by written notice  delivered  in
accordance herewith:

        LANDLORD:                     TENANT:
     TCLW/Fullerton                   Nelco Products, Inc.
     a general partnership            a Delaware Corporation
     17941 Fitch                      1411 Orangethorpe
     Irvine, California               Fullerton, California
(43)
If  and when included within the term "Landlord," as used in
this  instrument, there are more than one  person,  firm  or
corporation, all shall jointly arrange among themselves  for
their  joint  execution  of such a  notice  specifying  some
individual at some specific address (44) for the receipt  of
notices  and  payments  to Landlord; if  and  when  included
within the term "Tenant," as used in this instrument,  there
are  more  than one person, firm or corporation,  all  shall
jointly  arrange among themselves for their joint  execution
of such a notice specifying some individual at some specific
address within the continental United States for the receipt
of  notices  and  payments to Tenant.  All parties  included
within  the  terms  "Landlord" and  "Tenant,"  respectively,
shall  be  bound  by  notices given in accordance  with  the
provisions of this paragraph to the same effect as  if  each
had received such notice.

      28.      Entire  Agreement.  This lease  contains  the
entire agreement between the parties respecting the lease of
the premises to Tenant.

     29.     Time of the Essence.  Time is of the essence of
this lease.

     30.     Miscellaneous.

         A.  Words of any gender used in this lease shall be
held and construed to include any other gender, and words in
the  singular  number shall be held to include  the  plural,
unless the context otherwise requires.
          B.    The  terms,  provisions  and  covenants  and
conditions contained in this lease shall apply to, inure  to
the  benefit of, and be binding upon, the parties hereto and
upon   their   respective   heirs,  legal   representatives,
successors and permitted assigns, except as otherwise herein
expressly  provided.  Each party agrees to  furnish  to  the
other,  promptly upon demand, a corporate resolution,  proof
of  due  authorization  by partners,  or  other  appropriate
documentation evidencing the due amortization of such  party
to enter into this lease.
         C.   The  captions inserted in this lease  are  for
convenience  only and in no way define, limit  or  otherwise
describe the scope or intent of this lease, or any provision
hereof,  or  in  any way affect the interpretation  of  this
lease.
        D.  (45)
         E.   This  lease  may  not be altered,  changed  or
amended  except by an instrument in writing signed  by  both
parties hereto.
         F.   All  obligations of Tenant (46) hereunder  not
fully  performed as of the expiration or earlier termination
of  the  term of this lease shall survive the expiration  or
earlier  termination of the term hereof,  including  without
limitation all payment obligations with respect to taxes and
insurance  and all obligations concerning the  condition  of
the premises.  Upon the expiration or earlier termination of
the  term hereof, and prior to Tenant vacating the premises.
Landlord  and Tenant shall jointly inspect the premises  and
Tenant  shall  pay  to  Landlord  any  amount  estimated  by
Landlord as necessary to put the premises, including without
limitation  all  heating  and air conditioning  systems  and
equipment  therein, in good (47).  Tenant shall also,  prior
to  vacating  the premises, pay to Landlord the  amount,  as
estimated by Landlord, of Tenant's obligation hereunder  for
real  estate  taxes and insurance premiums for the  year  in
which  the  lease expires or terminates.  All  such  amounts
shall  be  used  and held by Landlord for  payment  of  such
obligations  of Tenant hereunder, with Tenant  being  liable
for  any  additional costs therefor upon demand by Landlord,
or  with any excess to be returned to Tenant after all  such
obligations have been determined and satisfied, as the  case
may be (48).  Any security deposit held by Landlord shall be
credited  against  the amount payable by Tenant  under  this
paragraph 30F.
         G.   If  any clause or provision of this  lease  is
illegal,  invalid or unenforceable under present  or  future
laws  effective during the term of this lease, then  and  in
that  event, it is the intention of the parties hereto  that
the  remainder of this lease shall not be affected  thereby,
and  it  is also the intention of the parties to this  lease
that  in lieu of each clause of provision of this lease that
is  illegal, invalid or unenforceable, there be added  as  a
part of this lease contract a clause or provision as similar
in terms to such illegal, invalid or unenforceable clause or
provisions  as  may  be possible and  be  legal,  valid  and
enforceable.
         H.  Because the premises are on the open market and
are presently being shown, this lease shall be treated as an
offer  with  the premises being subject to prior  lease  and
such  offer  subject  to  withdrawal  or  non-acceptance  by
Landlord or to other use of the premises without notice, and
this  lease shall not be valid or binding unless  and  until
the  lease  is accepted by Landlord in writing and  a  fully
executed copy is delivered to both parties hereto.
         I.   Paragraph  I  and Exhibit "A"  of  this  lease
notwithstanding, the "premises," and Tenant's  estate  under
this  lease, do not include any right, title or interest  in
water,  oil,  gas  or other hydrocarbons, or  other  mineral
rights,  all of which are excepted and reserved to  Landlord
with  the  sole  and  exclusive right in Landlord  to  sell,
lease,  assign or otherwise transfer the same,  but  without
any  right of Landlord or any such transferee to enter  upon
the  surface  of the property described in said Exhibit  "A"
during  the term of this lease except as otherwise expressly
provided elsewhere in this lease.
         J.   All  references  in this lease  to  "the  date
hereof"  or similar references shall be deemed to  refer  to
the  last date, i point of time, on which all parties hereto
have executed this lease.

     31.     Additional Provisions.

        Those additional provisions set forth in Exhibit "C"
attached hereto are hereby incorporated by this reference as
if fully set forth herein. (49-54)


       IN  WITNESS  WHEREOF,  this  lease  is,  EXECUTED  BY
LANDLORD, this 16th day of August, 1983.

                            TCLW/Fullerton
                            Crow Fullerton
                            By: Clifton K. Chang
                                General Partner

Executed by Tenant, this 22nd day of August, 1983.

                            NELCO PRODUCTS, INC.
                            By: E.P. Smoot
                                President






















































EXHIBIT  "C"  TO LEASE-DATED AUGUST 16, 1983  BETWEEN  NELCO
PRODUCTS, INC., AS
("TENANT") AND TCLW/FULLERTON, AS("LANDLORD"):

       1.before the end of the ten (10) day grace period  in
       paragraph 16 (a) of the Lease.

       2.five percent (5%)

       3.in an interest bearing account

       4.Provided  Tenant is not in default  of  the  Lease,
       $12,397.00  of  the  security deposit  plus  interest
       thereon  shall be released to Tenant on September,30,
       1984

       5.manufacturing,

       6.Provided  that such required improvements  are  not
       necessary  by nature of Tenant's use of the premises,
       then:

             1)  If  the  costs  are less  than  $10,000.00,
          Landlord  and Tenant shall each bear one-half  the
          cost of such improvements.

              2)   If  the  costs  exceed  $10,000.00,  then
          Landlord shall have the option of paying the  cost
          or terminating the Lease.

             3)  If  the  Landlord elects to  terminate  the
          Lease, Tenant shall have the choice of paying  the
          cost of improvements or terminating the Lease.

             4)  In  the  event neither Landlord  or  Tenant
          elects   to   pay  the  cost,  then  Lease   shall
          terminate    when   the   appropriate   government
          authority  forces  Tenant  to  move  out  of   the
          facility.

             5)  In  the event Tenant and Landlord  mutually
          agree   to  contest  the  installation   of   such
          improvements,  then  the cost  of  contesting  the
          governmental  regulation  shall  be  split  up  to
          $10,000.00.

7. provided such improvements are

8. not  earlier  than fifteen (15) nor later than  five  (5)
   days before each semi-annual delinquency date.

9. Notwithstanding  the  foregoing,  Tenant  shall  not   be
   liable  for the payment of any federal, state, county  or
   municipal  income  or  franchise taxes  or  an  taxes  or
   license  fees  imposed  on  the  collection  of  rent  or
   measured  by  the amount of rent, unless  such  taxes  or
   fees  are  a  substitution in whole or in part  for  real
   estate taxes.

10.Tenant  shall  bear  the cost of  tax  increases  due  to
   improvements within its space, and Tenant shall not  bear
   the  cost  of tax increases from improvements  for  other
   tenants  in  the building.  To the extent taxes  increase
   due  to  ownership changes, then Landlord shall bear  the
   cost  of  such  tax increases to the end of  the  current
   least  term  or option period, after which the  increases
   shall  be  Tenant's  responsibility  in  the  next  lease
   option period.

11.assumes the duty

12.Notwithstanding  anything to the  contrary  contained  in
   subparagraph  1A  and this paragraph  5,  Landlord  shall
   repair  or  cause to be repaired all structural  portions
   of  the  building during the lease term, and  during  the
   first  two years of the lease term (a) the common  sewage
   line  and the common water line and, (b) the roof of  the
   building,  unless  the  need for  any  of  the  foregoing
   repairs is caused by Tenant, in which event Tenant  shall
   be solely responsible for such repairs.

13.,  Landlord's  consent  not to be unreasonably  withheld,
   and  such  consent or dissent to be provided within  five
   (5)  working days of delivery of plans and specifications
   for such improvements.

14.Landlord  shall  elect in writing  at  time  of  approval
   tenant  improvements need to be removed  by  Tenant  upon
   expiration or termination of the lease.

15.labor and materials of

16.Landlord  shall  establish and  enforce  a  uniform  sign
   criteria for all occupants of the building.

17.in accordance with Landlord's uniform sign criteria.

18.Landlord

19.Tenant

20.Such  consent  is  not  to be unreasonably  withheld  and
   shall  be given or denied fifteen (15) days after receipt
   of  all  documentation relating to such consent.   Tenant
   shall  have  the  right, without Landlord's  consent,  to
   assign  this  lease  a  ("Permitted  Assignment")  to   a
   corporation  with which it may merge, to  any  parent  of
   Tenant  or  any subsidiary of Tenant's parent,  or  to  a
   purchaser  of  substantially all of  Tenant's  assets  or
   stock, provided that such parent or purchaser has  a  net
   worth  at  the effective date of the assignment  that  is
   equal   to  or  greater  than  the  net  worth  of   Park
   Electrochemical  Corporation  on  the  date  hereof,  and
   provided  that Tenant notifies Landlord of the assignment
   before  the  effective  date thereof,  and  the  assignee
   assumes in writing Tenant's obligations hereunder."

21.evidence.

22.other  than  to  a "Permitted Assignee" or subletting  of
   seventy percent (70%) or more of the premises

23.but  Landlord shall remain liable for all obligations  to
   be  performed  by Landlord before the effective  date  of
   the assignment.

24.Rental Insurance

25.Landlord's  policy shall name Tenant and  the  holder  of
   any  indebtedness secured by Landlord's interest  in  the
   building,  as  their interests may appear, as  additional
   insureds,  but  all  losses  shall  be  adjusted  by  and
   proceeds   payable  to  Landlord.   In  addition   to   a
   statement  for the amount due, Landlord shall deliver  to
   Tenant  for  photocopies  of  the  insurance  policy   or
   certificate  of insurance and premium notice  covered  by
   the statement.

26.except  that  the  rent shall be abated  by  the  prorata
   portion of the premises destroyed.

27.If  the  buildings situated upon the premises  should  be
   damaged  or  destroyed by a casualty other than  a  peril
   covered  by  the  insurance to be  provided  by  Landlord
   under  subparagraph 11A above, either party ("terminating
   party")  may  elect  to  terminate  this  Lease   by   so
   notifying  the  other  party  ("non-terminating   party")
   within  sixty  (60)  days after the  date  of  damage  or
   destruction,  and this Lease shall be terminated  on  the
   date  that  Tenant vacates the premises  which  shall  be
   within  thirty  (30) days after notice, unless  the  non-
   terminating  party  notifies  terminating  party   within
   thirty  (30)  days  after  delivery  of  the  notice   of
   termination  that  the non-terminating  party  elects  to
   rebuild,  repair and replace the buildings.   Should  the
   non-terminating  party  so elect,  it  shall  proceed  in
   accordance with the requirements of subparagraph 11B.

28.Landlord  shall  not  exercise any  right  to  apply  the
   insurance  proceeds to the indebtedness  unless  required
   to do so by the Lender or agreed to by Tenant.

29.$3,000,000.00

30.at the option of either party

31."Substantial  part" shall be deemed  to  be  twenty  five
   percent (25%) or more of the premises.

32.trade   fixtures,   removal  and  location   costs,   and
   goodwill,

33.ten (10)

34.thirty  (30) days after written notice thereof to  Tenant
   of  such  longer period as may be reasonably required  to
   cure  such  default  so long as Tenant  proceeds  at  all
   times with due diligence to complete the cure

35.Tenant   agrees   upon  the  request   of   Landlord   to
   subordinate  this Lease and its rights hereunder  to  any
   first  or  second  mortgage or first or  second  deed  of
   trust (hereinafter for convenience called "loan") and  to
   execute  at any time and from time to time such documents
   as  may  be  required  to effectuate such  subordination;
   provided  that  (i) such documents do not require  Tenant
   to  waive or modify any of its material rights under this
   Lease  and (ii) contain provisions that reasonably assure
   Tenant that Tenant's possession will not be disturbed  so
   long  as  Tenant  is  not in default  under  this  Lease,
   including   a  provision  that  the  owner,   holder   or
   beneficiary  of the loan and its successors and  assigns,
   including  a  purchaser at foreclosure sale  or  sale  in
   lieu   of   foreclosure,  and  Tenant's  successors   and
   assigns,  each will accept the attornment of  Tenant  and
   recognize  this Lease, and that Tenant's quiet  enjoyment
   and  peaceful possession of the premises and  rights  and
   privileges appertaining thereto shall not be disturbed.

36.and  the written assumption of Landlord's obligations  by
   the new owner.

37.for declaratory relief,

38.If  either party ('secondary party') becomes involved  in
   any  action,  threatened or actual, by or against  anyone
   not  a  party  to  this Lease but arising  by  reason  or
   related  to  any  act  or omission  of  the  other  party
   ('primary   party')   or  its  representatives,   agents,
   employees,  licensees  or  invitees,  the  primary  party
   agrees   to   pay   the   secondary  party's   reasonable
   attorney's  fees and other costs incurred  in  connection
   with the action and in preparation for the action.

39.either Landlord or Tenant ("Waiver")

40.Waiver

41.the other party

42.seventy two hours after

43.(d)   Copies   of  notices  to  Tenant  shall   be   sent
   concurrently   to  Park  Electrochemical,  475   Northern
   Boulevard,   Great  Neck,  New  York  11021,   Attention:
   President.

44.within the continental United States.

45.At  any  time  and from time to time within fifteen  (15)
   days  after  request  by either party,  the  other  party
   shall execute and deliver to the requesting party, or  to
   such  other  recipient  as the  notice  shall  direct,  a
   statement  certifying that this Lease is  unmodified  and
   in  full  force  and  effect,  or,  if  there  have  been
   modifications,  that it is in full force  and  effect  as
   modified  in the manner specified in the statement,  that
   there  are  no defenses or offsets claimed by  the  party
   making   such   statement  other  than  those   specified
   therein,   and   any   other  such   matters   reasonable
   requested.  The statement shall also state the  dates  to
   which  the rent and any other charges have been  paid  in
   advance.   The  statement shall also state the  dates  to
   which  the rent and any other charges have been  paid  in
   advance.   The  statement shall be such that  it  can  be
   relied on by any person specified in the request.

46.and Landlord

47.good, clean and leasable condition

48.Provided  that  Tenant is not then in default  hereunder,
   Landlord  shall  refund to Tenant at  the  expiration  or
   earlier  termination of this lease all sums  received  by
   Landlord  from Tenant which are allocable to  the  period
   following the expiration or termination date.

49.    Tenant Improvements

   Landlord shall provide:

       a)800   Amp   480/277  Volt  Power  with   110   Volt
       transformer.

       b)One  (1)  grade  level door  sufficiently  wide  to
       accommodate two (2) trucks.

       c)One  (1)  truck well sufficiently  wide  enough  to
       accommodate two (2) trucks.

       d)$95,731  tenant improvement allowance  to  be  used
       for  4,000  square  feet  of  build-to-suit  offices.
       Tenant   improvement  reimbursement  shall  be   made
       thirty  (30) days after delivery of paid invoice  for
       approved   tenant  improvements.   Tenant  may   take
       possession of the premises rent free for purposes  of
       installing  tenant  improvements,  subject   to   all
       provisions of this lease except paragraphs 2 and 4.

       e)Two (2") waterline

   f)  Four (4") sewerline

50.Rental Adjustments

       a)Each   option  period  shall  be  subject   to   an
       adjustment based upon a Consumer Price Index  with  a
       ceiling factor:

        Base      Adjustment    Ceiling      Base
        Date            Date      Factor   Rent(NNN)
       10-1-83    10-1-88    1.40     $12,178.00
       10-1-83    4-1-91     1.60     $12,178.00
       10-1-93    4-1-96     1.20     10-1-93 Rent
       10-1-93    10-1-98    1.40     10-1-93 Rent
       10-1-93    4-1-03     1.60     10-1-93 Rent

   The  ceiling factor multiplied by the base rent shall  be
   the maximum adjusted rent for that period.

   b)  The adjusted rent shall be calculated as follows:

             i)  At the Adjustment date. the base rent shall
           be  multiplied  by a fraction, the  numerator  of
           which  is the "Index" on the Adjustment Date  and
           the  denominator of which is the  "Basic  Index".
           The  sum  so derived shall be the monthly  rental
           payable  during the following thirty  (30)  month
           period unless the Lease terminates earlier.


             ii)       As  used  in  the foregoing,  "Index"
           shall  mean  the  average of  the  following  two
           indexes   published  by  the  Bureau   of   Labor
           Statistics,  United  States Department  of  Labor
           (1967:100):  (i)  the Consumer  Price  Index  for
           Urban  Wage Earners and Clerical Workers for  the
           Los  Angeles-Long Beach-Anaheim Metropolitan Area
           (known  as  "CPI-W" and (ii) the  Consumer  Price
           Index  for  all  Urban  Consumers  for  the   Los
           Angeles-Long   Beach-Anaheim  Metropolitan   Area
           (known  as  "CPI-U").  "Basic Index"  shall  mean
           the  Index most recently published prior  to  the
           Base  Date.   If  the Index as  now  constituted,
           compiled,  and  published, shall  be  revised  or
           cease  to  be compiled and published  during  the
           term  hereof, then the Bureau of Labor Statistics
           shall   be   requested  to  furnish  a  statement
           converting  the  Basic Index  to  a  figure  that
           would  be  comparable in another Index  published
           by  the Bureau of Labor Statistics and such other
           Index  shall be used in computing the  adjustment
           in  Rent provided herein.  Should the parties not
           be  able to secure such appropriate conversion or
           adjustment, they shall agree on some other  Index
           serving  the same purpose to adjust the  Rent  as
           provided herein.

51.Option to Extend

   While  this  lease is in full force and  effect  provided
   that  Tenant  is  not in default of  any  of  the  terms,
   covenants and conditions thereof, Tenant shall  have  the
   right  or  option  to extend the original  term  of  this
   Lease  for three (3) further terms of sixty (60)  months.
   Such  extension or renewal of the original term shall  be
   on  the  same terms, covenants and conditions as provided
   for in the original term except that:

       a)  The  initial  monthly  rental  during  the  first
       option  period  shall  be based  upon  the  Index  as
       described  in Paragraph 50 of the Exhibit  C  with  a
       ceiling.

       b)  The  initial  monthly rental  during  the  second
       option  period  shall be based upon the  fair  market
       rental  value of equivalent properties, of equivalent
       size, in equivalent areas.

       c)  The  initial  monthly  rental  during  the  third
       option   period  shall  be  based  upon   the   Index
       described in paragraph 2 of the Addendum.

       d) No further renewal options shall apply.

       e)  A  rental  escalation shall apply in  the  period
       beginning  month  thirty  one  (31)  of  each  option
       period.    The  escalation  shall  be  described   in
       paragraph 50 of Exhibit C.

   Notice of Tenant's intention to exercise the option  must
   be  given  to  Landlord in writing at least  one  hundred
   eighty  (180)  days  prior  to  the  expiration  of   the
   original  or  then  existing term of  this  Lease.   This
   option  is not assignable except to a permitted  assignee
   as defined in paragraph 10 A of the Lease.

   In  the event Landlord and Tenant do not agree in writing
   on  a  fair  market rate within fifteen (15)  days  after
   exercise  of the option for the second option  period  or
   do  not  agree  in  writing on a single appraiser  within
   twenty five (25) days after such exercise, then:

       a)  Each  shall  appoint an Appraiser  within  thirty
       five (35) days after the exercise of option.

       b)  In  the  event the two Appraisers are  unable  to
       agree  on  a fair market rate within forty five  (45)
       days  after  exercise  of the option,  then  the  two
       Appraisers,  shall jointly appoint a third  Appraiser
       by  the forty fifth (45th) day after the exercise  of
       option.

       c)  The  average of the two closest appraisals  shall
       be  deemed  to be the fair market rental value  which
       shall  be  determined  by the seventieth  (70th)  day
       after the exercise of option.

       d)  Subject  to  paragraph (g), Landlord  and  Tenant
       shall  each  pay the costs of its selected  Appraiser
       and one-half the cost of the third rental appraiser.

       e) Tenant shall either:

              (i)      Accept  the fair market determination
           and  execute and deliver a lease amendment within
           ninety  (90)  days after the exercise  of  option
           or,

              (ii)     Decline  the  determination  of  fair
           market  and cancel the option to lease, in  which
           case  Tenant  shall  pay all fees  of  Appraisal,
           including  Landlord's and  that  of  the  neutral
           Appraiser.  Failure to deliver an executed  lease
           amendment   shall   mean   Tenant   has   elected
           alternative (ii) herein.

   In  no  event,  however, will the  monthly  rent  payable
   under  this  Lease  as  adjusted in the  above  described
   method ever be less than the monthly rent payable in  the
   period prior to the adjustment.


52.    Consent

   Except  when  provided  to the contrary  in  this  Lease,
   whenever  one party's consent, approval or permission  is
   required  or  desired  by the other party  in  connection
   with  this  Lease, such consent, approval  or  permission
   shall not be unreasonably withheld or delayed.

53.Parking

   Landlord  shall  designate sixty one (61) parking  spaces
   for  Tenant's exclusive use in that portion of the common
   area that is marked in yellow on Exhibit A.

54.Adjacent Space

   If   Landlord  decides  to  offer  space  contiguous   to
   Tenant's  premises  for  lease  during  the  lease  term,
   Landlord  shall  first offer such  space  to  Tenant  for
   lease,  and  Tenant shall have the right  to  lease  such
   space  on  rental rates and terms that are  mutually  sat
   isfactory   within  ten  days  next  following   Tenant's
   receipt of such offer.

   If  terms that are mutually satisfactory cannot be agreed
   upon  within such ten day period, Landlord shall then  be
   free  to offer for lease or lease such space to any other
   party on terms acceptable to Landlord.



















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>ex1003a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.03a
                   SECOND ADDENDUM TO LEASE


 This   Second   Addendum   to  Lease   by   and   between
 TCLW/Fullerton, a
 California  general  partnership ("Landlord")  and  Nelco
 Products,
 Inc.  ,  a  Delaware corporation ("Tenant")  shall  amend
 that certain
 Lease  Agreement  dated August 16, 1983 and  shall  amend
 the First
 Addendum  to Lease known as Exhibit "C" dated August  16,
 1983 by
 and  between Landlord and Tenant relating to certain real
 property
 located in Orange County, California, as follows:

 For   purposes  of  this  Addendum  the  existing  leased
 premises at 1411
 E.  Orangethorpe Avenue shall be called  "1411"  and  the
 additional
 leased  premises at 1421 E. Orangethorpe Avenue shall  be
 called
 111421".

 55.  Demised Premises.  Commencing January 1, 1987 Tenant
 shall
       increase  its current space of 36,462  square  feet
 "1411" to
       include  the adjacent space of 21,240  square  feet
 "142111, as
      further outlined in Exhibit "D" attached.

 56. Extension of 1411 E. Orangethorpe Avenue Lease.  In
       consideration for the terms and conditions  of  the
 leasing
        of  "1421",  tenant  shall  execute  the  attached
 Exhibit "E" thereby
       exercising its option to extend the existing  lease
 at 1411
      E.Orangethorpe Avenue.

 57.  Lease  Term.  The lease term with respect to  "1421"
 shall be
       for six (6) years and nine (9) months commencing on
 January
      1, 1987 and ending on September 30, 1993.

 58.  Rent  Schedule.   The rent with  respect  to  "1421"
 shall be on
      a net basis and structured as follows:

      January 1, 1987 - $6,372.00 per month.
      September 30, 1988:

       October 1, 1988 -           The rent on October  1,
 1988 shall
       September 30, 1993:         be adjusted upwards  in
 accordance
                                    with   the  percentage
 increases
                                    that   occur  in   the
 Consumer Price
                                   Index from the December
 1, 1986
                                   commencement date, with
 a ceiling
                                    factor,   as   further
 outlined in
                                  Paragraph 50 of Exhibit
                                   The adjusted rent shall
 remain
                                     constant   for    the
 following thirty
                                   (30)  month period  and
 on April
                                    1,  1991  be  adjusted
 once more
                                   in  accordance with the
 adjustment
                                    formula  outlined   in
 Paragraph
                                  50 of Exhibit "C".

 59.  Option to Extend.  While this Lease is in full force
 and effect
       and  provided that Tenant is not in default of  any
 of the terms,
       covenants,  and  conditions thereof,  Tenant  shall
 have the option
       to  extend  the term of the "1421"  lease  for  two
 further terms
       of  sixty  (60) months.  Such extension(s)  of  the
 "1421" lease
       term  shall  be  on the same terms, covenants,  and
 conditions
       as  those  provided for in the "1411" lease  except
 that  the  rent  shall be       equal to the  rent  being
 paid   on   the   "1411"   leased   premises.    Addition
 ally,  the provisions outlined in subparagraph  b,  c,  d
 and e of
      paragraph 51 shall apply.


 60.      Tenant's    Proportionate    Share.     Tenant's
 Proportionate Share
       as referenced in Paragraph 4 & 5 of the lease shall
 be increased
       to  60.93%:  (Total building area =  94,702  square
 feet; leased
       premises  "1421"  and "1411"  equal  57,702  square
 feet).

 61.   Tenant  Improvements.  Tenant shall be leasing  the
 premises
        at  "1421"  in  an  "as  is"  condition  with  the
 following exceptions:

        1.  Landlord  shall  provide  an  opening  in  the
 demizing wall
           separating "1411" from "1421".

       2. Landlord shall provide a two-inch water line  in
 a manner
            which  does not substantially exceed the  cost
 for that
           previously installed in "1421".

            The lease term shall commence and all Tenant's
 obligations
            under  this lease, including payment of  rent,
 shall commence
            on  January 1, 1987, regardless of the  status
 of the above
            work  to  be performed by Landlord.   Landlord
 agrees to
           diligently pursue and complete such work.

 62.   Prior  Claims.   Tenant hereby waives  any  pending
 claims on
      Landlord as of the date of this Second Addendum.

 63.   Landlord  shall designate, with  no  obligation  to
 enforce,
       thirty-five  (35) parking spaces  with  respect  to
 "1421' for
       Tenant's  exclusive  use, in that  portion  of  the
 common area
       that  is  marked  in yellow on  Exhibit  A  of  the
 original lease.

 All  other terms and conditions of the lease shall remain
 in full
 force and effect for the leased premises at "1421".

 LANDLORD:

 TCLW/FULLERTON,
 a California general partnership

 By:
 Its:General Partner


 TENANT:
 NELCO PRODUCTS, INC.,
 a Delaware corporation

 By: /s/ E.Philip Smoot
 Its: President


                  EXHIBIT "E"



 This Extension Agreement is to be attached to and form  a
 part of
 the   lease   (which   together  with   any   amendments,
 modifications and
 extensions  thereof  is hereinafter  called  the  Lease),
 made the 16th
 day  of  August,  1983, by and between TCLW/Fullerton,  a
 California
 general  partnership  ("Landlord")  and  Nelco  Products,
 Inc., a Delaware
 corporation  ("Tenant") covering the  premises  known  as
 1411 E.
 Orangethorpe Avenue, Fullerton, California.

 The  Lease  is hereby renewed and extended for a  further
 term of
 sixty  (60) months to commence on the 1st day of October,
 1988,
 and  to  end  on  the  30th day of  September,  1993,  on
 condition that
 Landlord  and  Tenant comply with all the  provisions  of
 the covenants
 and agreements contained in the Lease.

 The  parties hereto have signed this extension  agreement
 this 26th
 day of January, 1987.


 LANDLORD:

 TCLW/FULLERTON,
 California general partnership

 By:__________________________


 Its: General Partner

 By: /s/E.Philip Smoot
 Its: President


[exhibits-02-10.03a]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>ex1003c.txt
<DESCRIPTION>EXHIBIT
<TEXT>
EXHIBIT 10.03(c)

                  FIFTH ADDENDUM TO LEASE


This  Fifth Addendum to Lease is to be attached to and forms
a  part  of  the lease (which together with any  amendments,
modifications  and extensions thereof is hereinafter  called
the  Lease),  made on the 16th day of August, 1983,  by  and
between  TCLW/Fullerton,  a California  general  partnership
("Landlord")   and   Nelco  Products,   Inc.,   a   Delaware
corporation ("Tenant") covering the premises known as 141  1
(including  1421,  143 1, and the Appleton  Space  as  later
defined in this Addendum) E. Orangethorpe Avenue, Fullerton,
California.    Where  provisions  of  this  Fifth   Addendum
conflict with those of the Lease or prior Addenda, those  of
this Fifth Addendum shall supersede:

1.  Extension  Term:  The Lease is  hereby  extended  for  a
further term of nine (9) years to commence on the I  st  day
of  October,  1994 and to end on the 30th day of  September,
2003, on the condition that Landlord and Tenant comply  with
all the provisions of the covenants and agreements contained
in the Lease.

2. Expansion: Tenant presently occupies a 71,862 square foot
portion  of  the  Premises under the  existing  lease  dated
August  16,  1983,  as  amended.   Adjacent  to  the   space
presently occupied by Tenant under the existing lease  is  a
space  of  22,840 square feet occupied by Appleton  Electric
Company (the Appleton Space).  Appleton's lease is scheduled
to  expire  on  October 31, 1994, but may hold  over  for  a
limited  period of time.  The Appleton Space  together  with
the  space  presently occupied by Tenant shall comprise  the
Premises  covered by the Lease as amended, with a  total  of
94,702  square  feet (the entire building).   Landlord  will
begin  construction of the tenant improvements  as  soon  as
possible,  and  will  use its best efforts  to  deliver  the
Appleton  space  to  Tenant not later than  July  15,  1995.
Landlord  will  at  Landlord's expense  install  the  tenant
improvements described in Exhibit A. The work shall be  done
in a diligent manner.

3. Rent: Base Rent for the period from October 1, 1994 until
the  delivery  of  the Appleton Space  to  Tenant  shall  be
$31,835  per month.  On the later of August 1, 1995  or  the
date on which the Appleton Space is delivered to Tenant, the
Base  Rent shall increase to $41,952 per month, except  that
Base Rent with respect to the Appleton Space ($10,118.12 per
month)  shall  be abated for the first 60 days beginning  on
the  later  of  August  1, 1995 or the  date  on  which  the
Appleton  Space  is delivered to Tenant.   Base  Rent  shall
increase  to  $45,741  per month on  October  1,  1998.   On
October 1, 2001, Base Rent shall increase (but not decrease)
to  95%  of  "Market Rental Value", calculated in accordance
with the following:

   (a)    On October 1, 2001 the Base Rent shall be adjusted
to  95%  of  the  "Market Rental Value" of the  property  as
follows:

        1)   Four  months prior to the Market  Rental  Value
(MRV)  Adjustment Date described above, Landlord and  Tenant
shall  meet  to  establish an agreed upon new  MRV  for  the
specified term.  If agreement cannot be reached, then:

        I)  Landlord and Tenant shall immediately appoint  a
mutually acceptable appraiser or broker to establish the new
MRV  within the next 30 days.  Any associated costs will  be
split equally between the parties, or

        ii)  Both Landlord and Tenant shall each immediately
select  and pay the appraiser or broker of their  choice  to
establish  a  MRV  within the next 30  days.   If,  for  any
reason, either one of the appraisals is not completed within
the next 30 days, as stipulated, then the appraisal that  is
completed  at that time shall automatically become  the  new
MRV.    If  both  appraisals  are  completed  and  the   two
appraisers/brokers cannot agree on a reasonable average  MRV
then   they  shall  immediately  select  a  third   mutually
acceptable appraiser/broker to establish a third MRV  within
the next 30 days.  The average of the two appraisals closest
in  value shall then become the new MRV.  The costs  of  the
third appraisal will be split equally between the parties.

    2)   In  any event, the new MRV shall not be  less  than
$45,741.00, the rent payable for September, 2001.

    (b)     Upon the establishment of each New Market Rental
Value as described in paragraph 3 (a) :

   1)  the monthly rental sum so calculated for each term as
specified  in paragraph 3 (a) will become the new Base  Rent
for  the  purpose of calculating any further  Market  Rental
Value Adjustment or Cost of Living Adjustments, pursuant  to
paragraph 4 below.

4.  Option  To Extend: Landlord hereby grants to Tenant  the
option  to  extend the term of this Lease for one additional
60  month period commencing when the prior term expires upon
each and all of the following terms and conditions:

    (a)  Tenant  gives  to Landlord, and  Landlord  actually
receives  on  a  date which is prior to the  date  that  the
option  period would commence (if exercised) by at  least  6
and not more than 9 months, a written notice of the exercise
of the option to extend this Lease for said additional term,
time being of essence.  If said notification of the exercise
of  said  option  is not so given and received,  the  option
shall   automatically  expire;  said  option  may  only   be
exercised if:

   (1) There is no default by Tenant of any provision in the
Lease:

    (2) All of the terms and conditions of this Lease except
where specifically modified by this option shall apply;

   (b) Market Rental Value Adjustment (MRV)

            (1)  If  the  option to extend is exercised  and
becomes  effective, then on October 1, 2003  the  Base  Rent
shall  be  adjusted to 95% of the "Market Rental  Value"  in
accordance with the format set forth in Paragraph 3 of  this
Fifth  Addendum to Lease but not less than the rent  payable
during September of 2003.  This "Market Rental Value"  shall
become the new base rent for purposes of Paragraph 4 (c) (1)
below.

        The  Base  Rent  during the option period  shall  be
adjusted using the method indicated below:

   (1) Cost of Living Adjustment (COL)

        (I) On April 1, 2006 the Base Rent shall be adjusted
by  the change, if any, from the Base Month specified below,
in   the  Consumer  Price  Index  of  the  Bureau  of  Labor
Statistics  of  the U.S. Department of Labor for  CPIU  (All
Urban  Consumers), for Los Angeles, Anaheim  and  Riverside.
All items (1982-1984 = 100), herein referred to as C.P.I."

    (ii)     The  Base Rent payable shall be  calculated  as
follows:  the Base Rent payable on March 1, 2006,  shall  be
multiplied by a fraction the numerator of which shall be the
C.P.I.  of  the calendar month 2 (two) months prior  to  the
month  (s)  specified in this paragraph 4 during  which  the
adjustment is to take effect, and the denominator  of  which
shall  be the C.P.I. of the calendar month which is two  (2)
months  prior  to  October 1, 2003.  The sum  so  calculated
shall  constitute  the new Base Rent hereunder,  but  in  no
event,  shall  any such new Base Rent be less than  103%  or
more than 107% of the rent payable for the month immediately
preceding the date for rent adjustment.

    (iii)    In the event the compilation and/or publication
of the C.P.I. shall be transferred to any other governmental
department  or  bureau or agency or shall  be  discontinued,
then  the index most nearly the same as the C.P.I, shall  be
used  to  make such calculation.  In the event that Landlord
and  Tenant cannot agree on such alternative index, then the
matter  shall  be  submitted for decision  to  the  American
Arbitration  Association in accordance with the  then  rules
transferred to any other governmental department  or  bureau
or  agency  or  shall be discontinued, then the  index  most
nearly  the same as the C.P.I., shall be used to  make  such
calculation.   In the event that Landlord and Tenant  cannot
agree  on  such alternative index, then the matter shall  be
submitted   for   decision  to  the   American   Arbitration
Association  in  accordance with  the  then  rules  of  said
association  and  the decision of the arbitrators  shall  be
binding  upon  the  parties.  The cost of  said  Arbitrators
shall be paid equally by Landlord and Tenant.

    (d)  All  other  options provided for in previous  lease
documents are superseded.

5.  Security  Deposit: The Security Deposit  shall  continue
unchanged as set forth in the Lease and prior addenda.

6.  Parking.   Tenant  shall have the  use  of  152  parking
spaces.

7.  Tenant's  Proportionate Share:   Tenant's  Proportionate
Share  as  referenced in Paragraph 60 of the Lease shall  be
increased to 100%.

8.  Hazardous  Substances:  The following excerpt  from  the
American   Industrial   Real  Estate  Association   Standard
Industrial/Commercial    Single-Tenant    Lease-Net     form
(1990)("AIR  Lease  Form") shall become part  of  the  lease
documents; the term "Lessor" shall mean Landlord and

   6.2 Hazardous Substances.

        (a)  Reportable Uses Require Consent.  The term  *by
Lessee  "Hazardous Substance" as used in  this  Lease  shall
mean  any  product, substance, chemical, material  or  waste
whose   presence,  nature,  quantity  and/or  intensity   of
existence,   use,   manufacture,  disposal,  transportation,
spill, release or effect, either by itself or in combination
with  other  materials expected to be on  the  Premises,  is
either:  (i)  potentially injurious to  the  public  health,
safety  or  welfare  the environment or the  Premises,  (ii)
regulated  or  monitored by any governmental  authority,  or
(iii)  a  basis for liability of Lessor to any  governmental
agency or third party under any applicable statute or common
law  theory.  Hazardous Substance shall include, but not  be
limited to, hydrocarbons, petroleum, gasoline, crude oil  or
any  products,  by-products  or fractions  thereof.   Lessee
shall  not  engage  in  any activity in,  on  or  about  the
Premises  which constitutes a Reportable Use (as hereinafter
defined)  of Hazardous Substances without the express  prior
written consent of Lessor and compliance in a timely  manner
(at  Lessee's sole cost and expense) with all Applicable Law
(as  defined in Paragraph 6.3).  "Reportable Use" shall mean
(i)  the  installation or use of any above or  below  ground
storage tank, (ii) the generation, possession, storage, use,
transportation,  or disposal of a Hazardous  Substance  that
requires  a permit from, or with respect to which a  report,
notice,  registration or business plan  is  required  to  be
filed  with,  any  governmental authority.   Reportable  Use
shall  also  include  Lessee's  being  responsible  for  the
presence  in,  on  or  about the  Premises  of  a  Hazardous
Substance with respect to which any Applicable Law  requires
that a notice be given to persons entering or occupying  the
Premises  or  neighboring properties.   Notwithstanding  the
foregoing,  Lessee may, without Lessor's prior consent,  but
in  compliance with all Applicable Law, use any ordinary and
customary materials reasonably required to be used by Lessee
in  the normal course of Lessee's business permitted on  the
Premises,  so long as such use is not a Reportable  Use  and
does  not  expose the Premises or neighboring properties  to
any  meaningful  risk of contamination or damage  or  expose
Lessor  to any liability therefor.  In addition, Lessor  may
(but  without any obligation to do so) condition its consent
to  the use or presence of any Hazardous Substance, activity
or  storage tank by Lessee upon Lessee's giving Lessor  such
additional   assurances  as  Lessor,   in   its   reasonable
discretion,  deems necessary to protect itself, the  public,
the   Premises   and   the   environment   against   damage,
contamination  or  injury  and/or  liability  therefrom   or
therefor,  including, but not limited to,  the  installation
(and  removal  on  or  before Lease  expiration  or  earlier
termination)    of    reasonably    necessary     protective
modifications to the Premises (such as concrete encasements)
and/or  the deposit of an additional Security Deposit  under
Paragraph 5 hereof.

        (b)  Duty to Inform Lessor.  If Lessee knows, or has
reasonable cause to believe, that a Hazardous Substance,  or
a  condition involving or resulting from same has come to be
located  in, on, under or about the Premises, other than  as
previously  consented to by Lessor, Lessee shall immediately
give  written  notice of such fact to Lessor.  Lessee  shall
also  immediately  give  Lessor a  copy  of  any  statement,
report,  notice, registration, application, permit, business
plan,  license, claim, action or proceeding give  *  to,  or
received  *  from,  any  governmental authority  or  private
party,  or  persons  entering  or  occupying  the  Premises,
concerning  the presence, spill, release, discharge  of,  or
exposure  to,  any Hazardous Substance or contamination  in,
on,  or about the Premises, including but not limited to all
such  documents  as may be involved in any  Reportable  Uses
involving the Premises.

         (c)    Indemnification.   Lessee  shall  indemnify,
protect,  defend and hold Lessor, its agents, employees  and
lenders  and  ground  lessor,  if  any,  and  the  Premises,
harmless  from and against any and all loss of rents  and/or
damages,  liabilities,  judgments,  costs,  claims,   liens,
expenses, penalties, permits and attorney's and consultant's
fees arising out of or involving any Hazardous Substance  or
storage  tank brought onto the Premises by or for Lessee  or
under  Lessee's  control.  Lessee's obligations  under  this
Paragraph  6  shall  include, but not  be  limited  to,  the
effects  of any contamination or injury to person,  property
or  the  environment created or suffered by Lessee, and  the
cost of investigation (including consultant's and attorney's
fees  and testing), removal, remediation, restoration and/or
abatement thereof, or of any contamination therein involved,
and  shall survive the expiration or earlier termination  of
this   Lease.   No  termination,  cancellation  or   release
agreement  entered into by Lessor and Lessee  shall  release
Lessee from its obligations under this Lease with respect to
Hazardous  Substances or storage tanks, unless  specifically
so  agreed  by  Lessor  in  writing  at  the  time  of  such
agreement.

    6.3   Lessee's Compliance with Law.  Except as otherwise
provided in this Lease, Lessee, shall, at Lessee's sole cost
and  expense,  fully,  diligently and in  a  timely  manner,
comply with all "Applicable Law," which term is used in this
Lease  to  include all laws, rules, regulations, ordinances,
directives, covenants, easements and restrictions or record,
permits,  the requirements of any applicable fire  insurance
underwriter  or  rating bureau, and the  recommendations  of
Lessor's  engineers  and/or  consultants,  relating  in  any
manner to the Premises (including but not limited to matters
pertaining  to  (i)  industrial hygiene, (ii)  environmental
conditions  on,  in, under or about the Premises,  including
soil   and  groundwater  conditions,  and  (iii)  the   use,
generation,     manufacture,    production,    installation,
maintenance,  removal,  transportation,  storage,  spill  or
release of any Hazardous Substance or storage tank), now  in
effect  or which may hereafter come into effect, and whether
or  not  reflecting a change in policy from  any  previously
existing  policy.  Lessee shall, within five (5) days  after
receipt  of  Lessor's written request, provide  Lessor  with
copies of all documents and information, including, but  not
limited to, permits, registrations, manifests, applications,
reports  and  certificates, evidencing  Lessee's  compliance
with  any  Applicable  Law specified by  Lessor,  and  shall
immediately  upon  receipt, notify Lessor in  writing  (with
copies  of  any  documents involved) of  any  threatened  or
actual claim, notice, citation, warning, complaint or report
pertaining to or involving failure by Lessee or the Premises
to comply with any Applicable Law.

     6.4   Inspection;  Compliance.   Lessor  and   Lessor's
Lender(s) (as defined in the Lease(a)) shall have the  right
to  enter  the  Premises at any time,  in  the  case  of  an
emergency,  and  otherwise  at  reasonable  times,  for  the
purpose of inspecting the condition of the Premises and  for
verifying  compliance  by Lessee with  this  Lease  and  all
Applicable Laws (as defined in Paragraph 6.3), and to employ
experts and/or consultants in connection therewith and/or to
advise Lessor with respect to Lessee's activities, including
but   not  limited  to  the  installation,  operation,  use,
monitoring,   maintenance,  or  removal  of  any   Hazardous
Substance  or  storage tank on or from  the  Premises.   The
costs and expenses of any such inspections shall be paid  by
the  party  requesting same, unless a Default or  Breach  of
this Lease, violation of Applicable Law, or a contamination,
caused  or materially contributed to by Lessee is  found  to
exist  or be imminent, or unless the inspection is requested
or  ordered by a governmental authority as the result of any
such  existing  or imminent violation or contamination.   In
any such case, Lessee shall upon request reimburse Lessor or
Lessor's  Lender,  as the case may be,  for  the  costs  and
expenses of such inspections.

   9.  Maintenance  and Repairs:  The following  excerpt
   from  the  AIR Lease Form shall become  part  of  the
   lease   documents;  the  term  "Lessor"  shall   mean
   Landlord and "Lessee" shall mean Tenant.

7. Maintenance; Repairs.

    7.1  Lessee's Obligations.  **Lessee shall, at  Lessee's
sole  cost and expenses and at all times, keep the  Premises
and  every part thereof in good order, condition and repair,
and  non-structural  (whether or not  such  portion  of  the
Premises  requiring repairs, or the means of  repairing  the
same,  are  reasonably or readily accessible to Lessee,  and
whether or not the need for such repairs occurs as a  result
of  Lessee's use, any prior use, the elements or the age  of
such  portion of the Premises), including, without  limiting
the generality of the foregoing, all equipment or facilities
serving  the  Premises,  such  as  plumbing,  heating,   air
conditioning, ventilating, electrical, lighting  facilities,
boilers,  fired or unfired pressure vessels, fire  sprinkler
and/or   standpipe   and  hose  or  other   automatic   fire
extinguishing  system,  including fire  alarm  and/or  smoke
detection  systems  and equipment, fire hydrants,  fixtures,
walls (interior and exterior), foundations, ceilings, roofs,
floors, windows, doors, plate glass, skylights, landscaping,
driveways,  parking  lots, fences, retaining  walls,  signs,
sidewalks and parkways located in, on, about, or adjacent to
the   Premises.   Lessee  shall  not  cause  or  permit  any
Hazardous Substance to be spilled or released in, on,  under
or  about  the Premises (including through the  plumbing  or
sanitary  sewer  system)  and shall  promptly,  at  Lessee's
expense,  take  all  investigatory  and/or  remedial  action
reasonably  recommended, whether or not formally ordered  or
required, for the cleanup of any contamination of,  and  for
the maintenance, security and/or monitoring of the Premises,
the  elements  surrounding same, or neighboring  properties,
that  was caused or materially contributed to by Lessee,  or
pertaining  to  or involving any Hazardous Substance  and/or
storage  tank brought onto the Premises by or for Lessee  or
under its control.  Lessee, in keeping the Premises in  good
order, condition and repair, shall exercise and perform good
maintenance  practices.  Lessee's obligations shall  include
restorations,  replacements or renewals  when  necessary  to
keep  the  Premises and all improvements thereon or  a  part
thereof  in  good order, condition and state of repair.   If
Lessee  occupies the Premises for seven (7)  years  or  more
Lessor  may  require Lessee to repaint the exterior  of  the
buildings  on the Premises as reasonably required,  but  not
more frequently than once every seven (7) years.

       (b)  Lessee shall, at Lessee's sole cost and expense,
procure  and maintain contracts, with copies to  Lessor,  in
customary  form  and  substance for,  and  with  contractors
specializing and experienced in, the inspection, maintenance
and service of the following equipment and improvements,  if
any,  located on the Premises: (i) heating, air conditioning
and  ventilation  equipment, (ii) boiler, fired  or  unfired
pressure vessels, (iii) fire sprinkler and/or standpipe  and
hose   or   other  automatic  fire  extinguishing   systems,
including   fire   alarm   and/or  smoke   detection,   (iv)
landscaping  and irrigation systems, (v) roof  covering  and
drain   maintenance  and  (vi)  asphalt  and   parking   lot
maintenance.***

**(a) Subject to the provisions of Paragraph 12 of Exhibit C
to  Lease dated 8-16-83 and paragraphs 11 (fire and casualty
damage) and 13 (condemnation),

***  Notwithstanding  the preceding, Lessor  shall  continue
providing  the same services that it has provided  prior  to
this  Fifth  Addendum,  such  services  to  be  handled   in
accordance with the same billing procedure.






The Parties hereto have signed this extension agreement this
5th day of July 1995.

LANDLORD:

TCLW/Fullerton, a
   By:  Fullerton Industrial Properties, II

California general partnership
Managing General Partner

   By:  Laskey-Weil II, general partner
   By:  Laskey-Weil Co., general Partner

By: Martin H. Weil
    Trustee of Weil Family Trust

Its: General Partner

Date:  7/5/95


TENANT:

NELCO PRODUCTS, INC.
a Delaware corporation


By:     Ron Hart

Its: President

Date:  6/30/95



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex1004.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.04

                     AGREEMENT FOR LEASE

This Agreement is made the 26th day of May 1982 between  The
Jurong Town Corporation a body corporated incorporated under
the  Jurong Town Corporation Act having its head  office  at
Jurong   Town   Hall,  Jurong  Town  Hall  Road,   Singapore
(hereinafter called "the Lessor") of the one part  and  Kiln
Technique (Pte) Ltd. a company incorporated in Singapore and
having  its  registered  office at 4 Gul  Crescent,  Jurong,
Singapore.

(hereinafter  called  "the Lessee"  which  expression  shall
where the context so admits include its successors in title)
of the other part.

Whereby it is agreed as follows:

1.   In  consideration of the sum of $920,000  paid  to  the
     Lessor the Lessor shall grant and the Lessee shall accept a
     lease or sub-lease of the piece of land and the building
     erected thereon described in the First Schedule hereto and
     shown edged in red on the plan annexed hereto for the term
     of thirty (30) years from the 1st day of September 1981 at
     the  yearly rent of Dollars Thirty-Nine Thousand  Seven
     Hundred  and  Ninety-Seven  and  Cents  Forty-Six  Only
     ($39,797.46 cts) subject to revision in accordance with the
     second schedule hereto and payable without demand on the
     first day of January in each and every year of the said term
     at the office of the Lessor in Singapore.

2.   Such  lease shall be issued after completion of a title
     survey and shall be in the form containing the reservations
     exceptions covenants and conditions set forth in the Second
     Schedule hereto with such modifications as circumstances may
     render necessary or as the Lessor and Lessee may mutually
     agree.

3.   Until  such a lease is granted in accordance  with  the
     stipulations and conditions of this Agreement the Lessee
     shall be deemed to be a Lessee of the said piece of land
     hereby agreed to be leased to him at the same rent  and
     subject to the same covenants and stipulations so far as the
     same are applicable as it a lease thereof had been actually
     granted.

4.   The Lessee covenants with the Lessor as follows:

     (a)  to pay all costs disbursements fees and charges legal
       or otherwise including, stamp and/or registration fees in
       connection with the preparation stamping and issue of this
       Agreement and any prior accompanying or future documents or
       deeds supplementary collateral or in any way relating to
       this Agreement.
     (b)  To pay all costs and fees legal or otherwise including
       costs as between solicitor and client in connection with the
       enforcement of the covenants and conditions herein.
     (c)  To pay to the Lessor all survey fees and other charges
       including those payable to and claimed by the relevant
       Government Planning Authorities for the survey of the
       demised premises for the purpose of sub-division of the land
       of which the demised premises forms part and issue of this
       lease and a Certificate of Title __________, the Lessor
       shall have the right to employ his own surveyor to carry out
       the said survey in which event the Lessee shall bear all
       costs thereby incurred.
     (d)  To pay interest at the rate of ___ per annum or such
       higher rates as may be determined from time to time by the
       Lessor for any outstanding amount payable under  this
       Agreement from the due date thereof until payment in full is
       received by the Lessor.
     (e)  To pay to the Lessor an amount equivalent to the sum if
       any payable by the Lessee as property tax in respect of the
       demised premises during the term prior to the issue of the
       Lease by the Lessor.

5.   The  Lessor covenants with the Lessee that he  will  be
     responsible for making good only major defects  to  the
     building which appear within six months from the term hereby
     created (time in this respect all be of the essence) and he
     shall not be liable for any loss or damage that may  be
     suffered by the Lessee resulting from the aforesaid defects.

     IN  WITNESS WHEREOF the parties hereto have  set  their
hands or seals the day and year first above written.




SIGNED on behalf of

THE JURONG TOWN CORPORATION

By:  Francis Mak
     General Manager

in the presence of:
                         Clos............Choo

The Common Seal of:
KILN TECHNIQUE (PTE) LTD.

was hereunto affixed
in the presence of:

/s/Neuendorff Klaus Gunther
Director

/s/Tan Mee Choo
Secretary

I,  Edna  Lim  Mei  Ling an Advocate and  Solicitor  of  the
Supreme  Court of Singapore hereby certify that on the  26th
day of May 1983 the Common Seal of KILN TECHNIQUE (PTE) LTD.
was  duly affixed to the written instrument at Singapore  in
my  presence in accordance with the regulations of the  said
Company  which regulations have been produced and  shown  to
me.

Witness my hand this 2th day of May 1983.

/s/Edna Lim Mei Ling














           THE FIRST SCHEDULE ABOVE REFERENCED TO

      All that piece of land knows as Private Lot A7163 also
known  as  Government  Survey Lot 603  Mukim  VII  Tuas  are
situated in the Republic of Singapore as shown edged red  on
the plan annexed hereto and estimated to contain an area  of
7,369.9  square  metres  more  or  less  subject  to  survey
together with the buildings erected thereon.



(xiv)      Not  without the consent in writing of the Lessor
       to affix or exhibit or erect or paint or permit or suffer to
       be affixed or exhibited or erected or painted on or upon any
       part of the exterior of the demised premises or of the
       external walls or rails or fences thereof any nameplate
       signboard placard poster or other advertisement or boarding.
(xv) Not  to use or permit or suffer the demised premies  or
       any  part thereof to be used otherwise than  for  the
       manufacture of kiln drying plants, energy plants, turbine
       accessories and wood working machineries and the operation
       of an electrically operated kiln plant (to dry sawn timber)
       strictly for training/educational purposes only, except with
       the consent in writing of the Lessor.
(xvi)      To  make  reasonable  provision  against  and  be
       responsible for all loss injury or damage to any person or
       property including that of the Lessor for which the Lessee
       may be held liable arising out of or in connection with the
       occupation and use of the demised premises and to indemnify
       the Lessor against all proceedings claims costs and expenses
       which he may incur or for which he may be held liable as a
       result of any act neglect or default of the Lessee his
       servants contractors or agents.
(xvii)     To  pay interest at the rate of 10% per annum  or
       such higher rate as may be determined from time to time by
       the Lessor in respect of any arrears of rent or other
       outstanding sums due and payable under this Lease from the
       due dates thereof until payment in full is received by the
       Lessor.
(xviii)    At  the  termination of the said term or  at  the
       earlier determination thereof to yield up to the Lessor the
       land hereby demised together with all buildings structures
       and fixtures therein in tenantable repair in accordance with
       the Lessee's covenants herein contained.
(xix)     To make good and sufficient provision for the safe
       and efficient disposal of all waste including but not
       limited to pollutants to the requirements and satisfaction
       of the Lessor PROVIDED THAT in the event of default by the
       Lessee under this covenant the Lessor may carry out such
       remedial measures as he thinks necessary and all costs and
       expenses incurred thereby shall forthwith be recoverable
       from the Lessee as a debt.
(xx) Not  to do or omit or suffer to be done or omitted  any
       act matter or thing in or on the demised premises in respect
       of the business trade or industry carried out or conducted
       therein which shall contravene the provisions of any laws
       rules or regulations now or hereafter affecting the same and
       at all times hereafter to indemnify and keep indemnified the
       Lessor against all actions proceedings costs expenses claims
       and demands in respect of any act matter or thing done or
       omitted to be done in contravention of the said provisions.
(xxi)      To  pay  all costs disbursements fees and charges
       legal or otherwise including stamp and or registration fees
       in connection with the preparation stamping and issue of
       this Lease and any prior accompanying or future documents or
       deeds supplementary collateral or in any way relating to
       this Lease.
(xxii)     To  pay  all  costs and fees legal  or  otherwise
       including  costs as between solicitor and  client  in
       connection with the enforcement of the covenants  and
       conditions herein.
(xxiii)    To  pay  to the Lessor all survey fees and  other
       charges including those payable to and claimed by the
       relevant Government Planning Authorities for the survey of
       the demised premises for the purpose of the sub-division of
       the land of which the demised premises forms part and issue
       of this Lease and a Certificate of Title PROVIDED THAT the
       Lessor shall have the right to employ his own surveyor to
       carry out the said survey in which event the Lessee shall
       bear all costs thereby incurred.
(xxiv)    At his own cost to take such steps and execute
such works upon the demised premises as may be necessary for
the protection of shores and embankments if any and for the
prevention of earthslip erosion of soil and failure of
slopes expeditiously in a workmanlike manner and to the
satisfaction of the Lessor.
(xxv)     To construct an internal drainage system within
the demised premises to the satisfaction of the Lessor to
ensure that all surface water collected thereon is
discharged into the public drains.
(xxvi)    Not to effect a change of name without the prior
consent in writing of the Lessor PROVIDED THAT on every
change of name the Lessee shall pay the Lessor a fee to be
specified by the Lessor in relation to such consent.
(xxvii)   To perform and observe the covenants on the
Lessor's part contained in the head lease made between the
President of the Republic of Singapore and the Lessor so far
as they are not varied herein and to keep the Lessor
indemnified against all claims damages costs and expenses in
any way relating thereto.
(xxviii)  At the Lessee's own cost to shift the screen wall
back by two and a half metres (2.3m) within the demised
premises from the roan boundary line as and when required by
the Lessor and/or relevant authorities.
(xxix)    At the Lessee's own cost to demolish and
reconstruct the bin centre/guard house to set the same back
within the boundary line as and when required by the Lessor
and/or relevant authorities.
(xxx)     To maintain the demised premises and/or any part
thereof in a neat and tidy condition and forthwith to comply
with the Lessor's direction to remove and clear any
materials, goods or articles of whatever nature and
description from the demised premises or such part thereof.

2.    The  Lessor hereby covenants with the Lessee that  the
Lessee  paying the rent hereinbefore reserved and performing
and observing the covenants conditions and agreements on the
part  of  the Lessee hereinbefore contained shall  peaceably
hold  and enjoy the demised premises during the term  hereby
granted without any interruption of or by the Lessor or  any
person lawfully claiming throught under or in trust for him.

2A.   The  Lessor further covenants with the Lessee that  he
shall at the request of the Lessee made in writing not  less
than  six (6) months prior to the expiry of the term  herein
created  grant to the Lessee a lease of the demised premises
for  a  further  term  of  thirty  (30)  years  (hereinafter
referred  to as "the further term") from the expiry  of  the
said  term  upon the same terms and conditins and containing
like  covenants  as  are contained in this  lease  with  the
EXCEPTION of the present covenant for renewal PROVIDED THAT:

     (i)  the Lessee's fixed investment on the demised premises
            exceeds the sum of $1.8 million per 0.4 hectare of the
            demised premises (out of which at least $750,000 per 0.4
            hectare shall be on building and civil works and the rest
            can be on plant and machinery) within ten (10) years from
            the 1st day of September 1981 and due proof of such
            investment is produced to the satisfaction of the Lessor;
     (ii) there be no existing breach(s) or non-observance(s) of
            any of the covenants and conditions herein contained on the
            part of the Lessee to be observed or performed;
     (iii)     the rental payable for the further term shall be
            as set out hereunder:

          a)   the yearly rent for the further term shall be at the
              rate of 6% of the market value of the commencement of the
              further term (hereinafter referred to as "the Second Initial
              Rent") which rate shall however be subject to a revision on
              the 1st day of January 2013 to a rate of six per cent (6%)
              of the market value on the date of such revision determined
              in the manner following but so that the increase shall not
              exceed fifty per cent (50%) of the Second Initial Rent.
          b)   the yearly rent so revised shall be subject to revision
              every period of five years thereafter and shall be at the
              rate of six per cent (6%) of the market value on the
              respective dates determined in the manner following but so
              that the increase shall not exceed fifty per cent (50%) of
              the annual rent for each immediately preceding period of
              five years.
          c)   the market value and the time of payment of the yearly
              rent shall be as aforesaid.

3.   PROVIDED  ALWAYS  and it is hereby agreed  between  the
     parties as follows:

     (a)  That no estate or interest in the soil of the road and
          footpath adjacent to the demised premises is or shall be
          deemed to be included in the demise hereinbefore contained.
     (b)  That the Lessee shall not be entitled to any right of
          access of light or air to any buildings erected on the
          demised premises which would restrict or interfere with the
          user of any adjoining or neighboring land for building or
          any other purpose.
     (c)  That  is the said rent hereby reserved or any part
          thereof shall be unpaid for fourteen days after becoming
          payable (whether the same shall have been formally demanded
          or not) or if any of the covenants on the part of the Lessee
          herein contained shall not be performed or observed then and
          in any such case it shall be lawful for the Lessor or any
          person or persons authorised by him in that behalf at any
          time thereafter to re-enter upon the demised premises or any
          part thereof in the name of the whole and thereupon the term
          hereby created shall absolutely determine but without
          prejudice to any right of action or remedy of the Lessor in
          respect of any breach of any of the covenants by the Lessee
          hereinbefore contained PROVIDED THAT if the demised premises
          have been assigned by way of mortgage the provisions of this
          clause shall not take effect until the Lessor has served
          upon the mortgagee a notice in writing, that such breach has
          occurred and the mortgagee has failed to remedy such breach.
     (d)  That the Lessor shall not be liable for any loss or
          damage that may be suffered by the Lessee resulting from any
          subsidence or cracking of the ground floor slabs and aprons.

     In  this  Lease  where the context  so  requires  words
     importing  the singular number or the masculine  gender
     include  the plural number or the feminine  gender  and
     words  importing persons include corporation  and  vice
     versa  and where there are two or more persons included
     in  the expression "the Lessee" covenants expressed  to
     be  made by "the Lessee" shall be deemed to be made  by
     such persons jointly and severally.
     [Exhibits-02-10.04]


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex1004a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.04(a)


THIS DEED OF ASSIGNMENT is made the 17th day of April one
thousand nine hundred and eighty-six (1986) between KILN
TECHNIQUE (PRIVATE) LIMITED a company incorporated in the
Republic of Singapore and having its registered office at 4
Gul Crescent, Jurong, Singapore (hereinafter called "the
Company") of the first part, PAUL MA KAH WHO, RICHARD LAW
WAY YING AND MICHAEL NG WEI TECK ALL OF m/S Peat Marwick &
Co of 16 Raffles Quay, #22-00, Hong Leong Building,
Singapore 0104 (hereinafter called "the Receivers") of the
second part and NELCO PRODUCTS PTE. LTD. a company
incorporated in the Republic of Singapore and having its
registered office at 24, Raffles Place, #23-01, Clifford
Centre, Singapore (hereinafter called "the Assignee") of the
third part.

     WHEREAS by an Agreement for Lease dated the 26th day of
May 1982 (hereinafter referred to as "the Principal
Agreement") made between THE JURONG TOWN CORPORATION a body
corporate incorporated under the Jurong Town Corporation Act
(hereinafter called "the JTC") of the one part and the
Company of the other part the JTC granted to the Company a
lease of the land and premises described in the Schedule
hereto (hereinafter referred to as "the said land and
premises") for the term of 30 years from the 1st day of
September 1981 at the yearly rent and upon the terms and
conditions set out therein.

     AND WHEREAS the Receivers were on the 12th day of March
1985 appointed the Receivers and Managers of the Company by
the European Asian Bank Aktiengesellschaft pursuant to two
Debentures dated the 2nd day of December 1980 and the 29th
day of March 1982 respectively issued by the Company in
favour of the said Bank.

     AND WHEREAS the Receivers have agreed to sell the said
land and premises and all its right title interest and
benefit in the Principal Agreement to the Assignee at the
price of Dollars Five hundred and twenty thousand
($520,000.00).

     AND WHEREAS the JTC has consented to the said sale and
purchase of the said land and premises and the Company's
right title interest and benefit in the Principal Agreement
between the parties hereto subject to the terms and
conditions contained in their letter of consent dated the
22nd day of March 1986 to M/s Shook Lin & Bok, solicitors
for the Receivers.

     NOW THIS DEED WITNESSETH as follows:

1.   In pursuance of the said agreement and in consideration
of the sum of Dollars Five hundred and twenty thousand
($520,000.00) paid by the Assignee to the Receivers with the
consent of the Company on or before the execution of these
presents (the receipt whereof the Receivers and the Company
hereby respectively acknowledge) the Company as beneficial
owner by the direction of the Receivers HEREBY ASSIGNS unto
the Assignee ALL that the Principal Agreement and the full
benefit and burden thereof and all remedies for enforcing
the same together with all estate and interest of the
Company in the said land and premises and together with the
benefit of all payments made to the JTC under and/or
pursuant to the Principal Agreement by the Company TO HOLD
the same unto the Assignee absolutely subject to the terms
and conditions and covenants contained in the Principal
Agreement.

2.   With the object of affording to the Company a full
indemnity in respect of any future breach of any of the
covenants and conditions contained in the Principal
Agreement but not further or otherwise the Assignee hereby
covenants with the Company that the Assignee its successors
and assigns will henceforth observe and perform all the said
covenants and conditions and will indemnify the Company from
and against all claims and demands in respect thereof so far
as the same affect the said land and premises and are still
subsisting and capable of taking effect.

3.   The Company hereby agrees and undertakes at the cost
and expense of the Assignee to do and execute all such acts
and deeds and if necessary to procure such other parties to
join and/or direct the JTC to execute the Lease or other
assurance of the said land and premises to the Assignee.

4.   (a)  For the purpose of giving effect to the aforesaid
the Company HEREBY IRREVOCABLY APPOINTS the Assignee to be
its attorney and in the name of the Company to do all or any
of the following acts or things:

     (1)  to take and accept delivery of the Lease and such other
       documents of title relating to the said land and premises
       from the JTC subject to such stipulations provisions and
       conditions as contained in the Principal Agreement;
     (2)  to execute deliver and otherwise perfect the said Lease
       of the said land and premises in favour of the Assignee and
       if necessary to join in to the said Lease of the said land
       and premises and to register the same with the proper
       authority;
     (3)  to authorize and direct the JTC and such other
       necessary parties to execute the said Lease of the said land
       and premises in favour of the Assignee;
     (4)  for all or any of the purposes aforesaid to execute
       sign seal deliver and otherwise perfect the said Lease and
       all other deed instruments and documents whatsoever relating
       to the said land and premises;
     (5)  to institute commence and take whatever action legal or
       otherwise that the Assignee may deem necessary under the
       terms of the Principal Agreement against the JTC or any
       other necessary parties thereto;
     (6)  to appoint substitute Attorney or Attorneys under or in
       place of the Attorney hereby appointed with the same or with
       more limited powers as the Assignee shall in its absolute
       discretion deem proper; and
     (7)  to engage the services of accountants solicitors
       valuers and such other professional required for the said
       land and premises or pertaining to the enforcement of the
       rights under the Principal Agreement.

     And the Company hereby declares that the said lease and
     all other deeds instruments and documents executed by
     the Assignee of any substituted Attorney appointed by
     virtue of the provisions hereof on behalf of the
     Company or any servant or agent nominated by the
     Assignee aforesaid shall be as good valid and effectual
     to all intents and purposes whatsoever as if the same
     had been duly and properly executed by the Company and
     the Company hereby undertake to ratify and confirm the
     said Lease and all other deeds instruments and
     documents lawfully executed by virtue of the authority
     and power hereby conferred.

          (b)  The Company hereby further declares that the
     powers and authority hereby conferred are given for
     valuable consideration and shall remain irrevocable for
     a period expiring only on the issuance of the lease by
     JTC in favour of the Assignee.

     IN WITNESS whereof the Receivers and Managers of the
Company have hereunto set their hands and seals and the
Company and the Assignee has hereunto caused their
respective Common Seals to be affixed the day and year first
above written.

               THE SCHEDULE ABOVE REFERRED TO

      ALL that piece of land known as Lot 603 of Mukim 7  at
Jalan  Burob, Jurone (also known as Private Lot  A7163)  and
situate in the Republic of Singapore as shown edged  red  on
the  plan  annexed to the Principal Agreement containing  an
area of 7,169.9 square metres.

     TOGETHER with the buildings and all installations
erected or to be erected thereon.

The Common Seal of KILN       )
TECHNIQUE (PRIVATE) LIMITED   )
was hereunto affixed in the   )
presence of:             )

/s/ Wang Wang Chew
Official Receiver and Liquidator

SIGNED SEALED and DELIVERED   )         /s/Paul Ma Kah Woh
by PAUL MA, RICHARD LAW and   )         /s/Richard Law Way
Ying
MICHAEL NG as the Receivers   )         /s/Michael NG Wei
Teck
and Managers of KILN          )
TECHNIQUE (PRIVATE) LIMITED   )
in the presence of

/s/----------------

The Common Seal of NELCO )
PRODUCTS PTE. LTD. was        )
hereunto affixed in the       )
presence of:

/s/ Director
/s/ Secretary







     On this 10th day of April A.D. 1986 before me, Wan Fook
Fang an Advocate and Solicitor of the Supreme Court of the
Republic of Singapore practising in Singapore personally
appeared PAUL MA, RICHARD LAW and MICHAEL NG as Receivers
and Managers of KILN TECHNIQUE (PRIVATE) LIMITED, who of my
own personal knowledge I know to be the identical persons
whose names "PAUL MA KAH WOH", "RICHARD LAW WAY YING" and
"MICHAEL NG WEi TECK" are subscribed to the above written
instrument and acknowledge that they had voluntarily
executed this instrument at Singapore.

     Witness my hand
               /s/Wan Fook Fang

     I, MARGARET CHEW POH KWAN an Advocate and Solicitor of
the Supreme Court of the Republic of Singapore practising in
Singapore hereby certify that on the 17th day of April A.D.
1986 the Common Seal of NELCO PRODUCTS PTE. LTD. was duly
affixed to the above written instrument at Singapore in my
presence in accordance with the regulations of the Company
(which regulations have been produced and shown to me).

     Witness my hand this 17th day of April 1986
               /s/Margaret Chew Poh Kwan





[exhibits-02-10.04a]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex1006.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.06


   THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, made  and
entered  into as of the 28th day of February, 1994,  by  and
between  PARK ELECTROCHEMICAL CORP., a New York  corporation
(hereinafter called the "Company"), having an  office  at  5
Dakota Drive, Lake Success, New York 11042, and JERRY  SHORE
(hereinafter called "Shore") , residing at Lighthouse  Road,
Sands Point, Long Island, New York.

                    W I T N E S S E T H

   WHEREAS, Shore has been an employee of the company  since
1954  and  has  served in one or more of the  capacities  of
Chairman of the Board, President and Chief Executive Officer
of the Company since 1954;

   WHEREAS,  the Company and Shore have previously  executed
and  delivered  an Agreement, dated December 12,  1984  (the
"Original Agreement"), relating to the employment  of  Shore
by the Company; and

   WHEREAS, the Company and Shore wish to modify certain  of
the  terms  and  conditions  of the  Original  Agreement  by
amending and restating the original Agreement;

  NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

  1.   Position; Term.  The Company hereby employs Shore and
Shore  hereby  accepts employment and agrees  to  serve  the
Company as its chief executive officer for a term commencing
on  the  date hereof and ending on February 28, 1999,  which
period shall be automatically extended on February 29,  1995
and  on  each subsequent February 28 or February 29, as  the
case  may be, by an additional one year unless, on or before
the  preceding March 1 the Board of Directors of the Company
(the  "Board  of Directors") shall determine  otherwise  and
shall so notify Shore.    If the Board of Directors shall so
determine and shall so notify Shore, then the term  of  this
Agreement  shall  end four years from  the  February  28  or
February  29,  as  the  case  may  be,  subsequent  to  such
determination and notification.  As used in this  Agreement,
the  term  employment term" shall mean, as of any date,  the
then  current  term  of  Shore's  employment  determined  in
accordance with this paragraph 1.

   2.    Duties; Location.  Shore shall have the  titles  of
Chairman of the Board, President and Chief Executive officer
of  the  Company during the employment term and such offices
shall  have the responsibilities as provided in the  By-laws
of  the  Company as in effect on the date hereof  and  Shore
shall  perform  the  duties  and services  incident  to  his
positions.    Shore shall be entitled to relinquish  one  or
more  of such titles, so long as he retains at least one  of
such titles and performs the duties and services incident to
the  positions) for which he retains the title(s) .  Shore's
primary  place  of  employment will be  located  within  the
Village of Lake Success, New York or such other location  in
Nassau County, New York as may be acceptable to Shore.

   3.    Principal Occupation; Competition. (a) Shore  shall
devote  his  full time, effort and attention during  regular
business hours to the business and affairs of the Company.

        (b)   During the employment term, Shore  shall  not,
without  the  prior  permission of the Board  of  Directors,
directly or indirectly engage or be interested in any  other
business  enterprise which is competitive with the  Company;
provided,  however,  that nothing in  this  Agreement  shall
restrict  Shore  from owning or dealing  in  investments  or
securities  except for those relating to any business  which
has  any  business relations with the Company  or  which  is
competitive with the Company, unless the securities of  such
business  are  listed on a national securities  exchange  or
traded  in  the over-the-counter market and the interest  of
Shore  does  not exceed one (1%) percent of the  outstanding
securities  of  that business or unless, in  each  instance,
prior written permission of the Board of Directors has  been
obtained.

   4.    Compensation;  Benefits.  In consideration  of  the
duties  and  services to be rendered hereunder, the  Company
shall  pay  to Shore and Shore shall accept the compensation
and benefits hereinafter provided.

       (a)  The Company shall pay Shore a base salary at the
rate  of  $350,000 per year or such other greater amount  as
shall  be  determined  from time to time  by  the  Board  of
Directors or the CEO Compensation Committee of the Board  of
Directors  (the "base salary"), payable in as  nearly  equal
weekly  installments as is practicable,  or  in  such  other
manner  as  shall  be mutually agreeable to  Shore  and  the
Company.   The  CEO Compensation Committee of the  Board  of
Directors shall review Shore's base salary at least annually
during  the employment term not later than July 31  of  each
year  subsequent  to  1994 and shall take  any  action  such
Committee considers appropriate to increase the base salary.

        (b)   As additional compensation, the Company  shall
pay Shore an amount ("additional compensation") equal to two
and  one-half percent (2-1/2%) of the After-Tax Net Earnings
(as  defined  below) of the Company for any Fiscal  Year  in
excess   of  an  amount  equal  to  ten  (10%)  percent   of
Stockholder's Equity (as defined below) of the  Company  for
such  Fiscal Year, which additional compensation shall  not,
in any event, exceed $250,000 per year.

        (c)   For  purposes of this Agreement, the following
shall apply:

            (i)   The  term "After-Tax Net Earnings"
       shall  mean the consolidated net earnings  of
       the  Company and its subsidiaries  after  all
       taxes,  for the applicable period, determined
       by Ernst & Young or any other firm of indepen
       dent   certified   public   accountants    of
       recognized national standing selected by  the
       Company  (the  "Accountants"), in  accordance
       with generally accepted accounting principles
       consistently  applied. Without  limiting  the
       generality of the foregoing, all base  salary
       (but  not  additional compensation)  and  the
       benefits and expenses paid to or accrued  for
       the  benefit  of Shore with respect  to  such
       period  by  the  Company  pursuant  to   this
       Agreement  shall be deducted  in  determining
       After-Tax Net Earnings.

            (ii) The term "Stockholders' Equity" for
       a  Fiscal  Year  shall mean the stockholders,
       equity of the Company as at the beginning  of
       each  such Fiscal Year, as determined by  the
       Accountants  by  reference  to  the   audited
       consolidated balance sheet of the Company and
       its   subsidiaries  as  at  the  end  of  the
       immediately preceding Fiscal Year as included
       in  the  Annual Report on Form  10-K  of  the
       Company  and,  in  each case,  determined  in
       accordance with generally accepted accounting
       principles consistently applied.

            (iii)      The term "Fiscal Year"  shall
       mean   the   fiscal  year  of  the   Company,
       commencing  with  the  fiscal  year  starting
       March  1,  1993.  Should the employment  term
       terminate on any date other than the last day
       of   a   Fiscal  Year,  then  the  additional
       compensation  shall be based  upon  the  full
       Fiscal  Year  in  which  termination  of  the
       employment  term  shall  have  occurred,  but
       shall be prorated in the proportion that  the
       number of calendar months of such Fiscal Year
       which  shall  have elapsed  at  the  time  of
       termination of the employment term (including
       the  month  of termination of the  employment
       term) bears to 12.

             (iv)   Computations  of  After-Tax  Net
       Earnings  and Stockholders' Equity  shall  be
       determined  by the Accountants within  ninety
       (90)  days after the end of each Fiscal Year.
       The   Company  shall  furnish  to   Shore   a
       reasonably detailed computation of the amount
       of  additional compensation to which Shore is
       entitled.  Such additional compensation shall
       be  payable  on  or before twenty  (20)  days
       after  the  computations  of  After-Tax   Net
       Earnings   and  Stockholders'  Equity.    The
       Company's  audited financial  statements  for
       each  Fiscal Year prepared by the Accountants
       shall  be  conclusive  and  binding  on   the
       Company    and   Shore   with   respect    to
       computations of After-Tax Net Earnings.

        (d)   It is contemplated that, during the employment
term  and  the  consulting period (as hereinafter  defined),
Shore  may  be required to incur out-of-pocket  expenses  in
connection with the performance of his duties hereunder  and
in   promoting   the  business  of  the  Company   and   its
subsidiaries,  including expenses incurred  for  travel  and
business entertainment.  Accordingly, the Company shall pay,
or   reimburse   Shore  for,  all  reasonable  out-of-pocket
expenses   incurred   by  Shore  in  connection   with   the
performance of his duties hereunder.

       (e)  In recognition that Shore will be required to do
a  considerable  amount of local driving in connection  with
his   duties  hereunder,  the  Company  shall,  during   the
employment  term  and the consulting period (as  hereinafter
defined),  provide Shore with the full-time use of  one  (1)
new or late-model automobile comparable to that provided  by
the  Company  to  Shore as of the date  of  this  Agreement.
In  addition, the Company shall pay, or reimburse Shore for,
all   expenses  incident  to  Shore's  operation   of   such
automobile,  including, without limitation,  gasoline,  oil,
repairs, maintenance, parking expenses and such insurance as
Shore reasonably deems appropriate.


        (f)   During the employment term and the  consulting
period (as hereinafter defined), Shore shall be entitled  to
participate  in  all  life  insurance,  medical   insurance,
disability  insurance, retirement, pension,  profit-sharing,
stock  option  or  other benefits presently  or  during  the
employment  term  and the consulting period (as  hereinafter
defined)  made  available  by  the  Company  to  its  senior
executive officers.  without limiting the generality of  the
foregoing,  the Company shall maintain in effect during  the
employment  term  and the consulting period (as  hereinafter
defined)  life insurance and medical insurance coverage  for
the  benefit of Shore and his family, at least equal to  the
coverage  provided  as  of the date  of  execution  of  this
Agreement.      Notwithstanding any other provisions of this
Agreement,  the  Company shall continue to  provide  medical
insurance  coverage,  including, without  limitation,  major
medical,  hospitalization and dental coverage, to Shore  and
his  family, at least equal to the coverage provided  as  of
the  date  of  this Agreement, subsequent to the  employment
term   hereunder   at  all  time  during  Shore's   lifetime
including, without limitation, during the consulting  period
contemplated by paragraph 5 hereof and subsequent to Shore's
retirement  as  a  consultant, and  if  Shore's  wife  shall
survive  him,  the Company shall continue  to  provide  such
insurance coverage for Shore's wife during her lifetime.

        (g)   Shore shall be entitled, during the employment
term,  to  four (4) weeks vacation during each  twelve  (12)
month  period,  such vacation to be taken at  such  time  or
times  as  shall be mutually agreeable to Shore and  to  the
Company.  Such vacation shall be forfeited to the extent not
utilized during the applicable twelve (12) month period.

        (h)  Pursuant to the original Agreement, the Company
previously issued to Shore a non-qualified stock  option  to
purchase  an  aggregate of 50,000 shares  of  the  Company's
Common  Stock exercisable in whole at any time  or  in  part
from  time  to time commencing upon the date a stock  option
plan and agreement was approved by the holders of a majority
of  the Company's outstanding Common Stock entitled to  vote
and  in  accordance with such plan and  agreement.      This
Agreement shall not in any respect modify Shore's rights  in
respect of such option.

        (i)   Each year during the employment term  and  the
consulting period (as hereinafter defined), an amount  equal
to  the  excess of (i) the sum of (x) the amount contributed
by  the Company to the Park Electrochemical Corp. Employees,
Profit-Sharing Plan, as amended (the 'Plan"), for such  year
plus (y) any amounts forfeited by other participants in  the
Plan  during  such year, which sum, but for the  limitations
imposed by section 415 of the Internal Revenue Code of 1986,
as amended, and by Section 4.14 of the Plan, would have been
allocated to Shore's account under the Plan, over  (ii)  the
amount of contributions and forfeitures actually credited to
Shore's  account  for such year, shall be  credited  by  the
Company  to the separate account previously established  and
currently  maintained by the Company for shore  pursuant  to
the   Original  Agreement  (the  "Account").   In  addition,
interest  shall be credited annually to the Account  at  the
same rate as net income, gains or profits are earned on  the
Plan  assets.  Payments to Shore from the Account  shall  be
made  as  and when distributions are made to Shore from  the
Plan  and  in the same proportion of the Account  which  the
Plan distribution bears to Shore's account balance under the
Plan.  The parties recognize and agree that the payments  to
be  made  by  the  Company to Shore  from  the  Account  are
unsecured obligations of the Company, that Shore is  only  a
general creditor of the Company in that respect and that the
amounts  in the Account are assets of the Company which  are
available  to satisfy the claims of the Company's  creditors
generally.

   5.    Consultancy.   At any time after  the  date  hereof
Shore  shall  have  the  right, to be  exercised  as  herein
provided,  to  retire  from full-time  employment  with  the
Company and become a consultant.  Upon the effective date of
such  retirement  and for a period of five years  thereafter
(the   "consulting  period"),  Shore  shall   make   himself
available  to  advise and consult with  officers  and  other
employees of the Company so that the Company may continue to
have  the  benefit  of his experience and knowledge  of  the
affairs of the Company and of his reputation and contacts in
the  industries in which the Company is engaged in business.
During  the  consulting period, Shore shall be available  to
officers  and  other employees of the Company from  time  to
time  and  at  reasonable times by  telephone,  mail  or  in
person; provided, however, that his  failure to give  advice
and counsel by reason of illness or absence due to travel or
any  other reasons, except continuous willful refusal, shall
not  affect  his  right to receive compensation  during  the
consulting   period.   Shore  shall  be  free,  during   the
consulting  period, to devote the balance of  his  time  and
attention  to such other business enterprises or  activities
as  he  may  see  fit,  subject to the restrictive  covenant
hereinafter   contained.   During  the  consulting   period,
Shore's  compensation shall be equal to sixty (60%)  percent
of  the  base  salary  in  effect at  the  time  of  Shore's
retirement   from  full-time  employment  and,   except   as
otherwise  specifically provided herein,  he  shall  not  be
entitled  to  additional compensation with  respect  to  any
period  after  the  date  of his retirement  from  full-time
employment.  Commencing on the first anniversary of  Shore's
retirement  from full-time employment and on each subsequent
anniversary of Shore's retirement from full-time  employment
during  the consulting period, Shore's compensation pursuant
to  this  paragraph 5 shall be adjusted to take  account  of
increases in the cost of living during the consulting period
by  increasing  Shore's compensation during  the  consulting
period  by  that percentage which shall equal the percentage
by  which  the  Consumer  Price  Index-All  Urban  Consumers
published by the United States Department of Labor  (or  any
successor  or  similar  index if such Consumer  Price  Index
shall  no  longer be published) most recently  available  on
such  anniversary  of Shore's retirement  shall  exceed  the
Consumer  Price  Index-All  Urban  Consumers  most  recently
available  one year prior to such anniversary.  All  of  the
other  provisions of this Agreement, including the  benefits
pursuant  to  paragraph  4(d)  and  (e)  and  the  insurance
benefits  pursuant  to paragraph 4(f), shall  be  applicable
during  the consulting period; provided, however,  that,  if
Shore shall die during the consulting period, the provisions
of  paragraph  6  hereof shall become applicable  and  shall
replace all of the terms and provisions of this paragraph  5
and  in the event of the disability (as defined in paragraph
7  hereof)  of  Shore for a period of 12 consecutive  months
during the consulting period, the provisions of paragraph  7
hereof shall become applicable and shall replace all of  the
terms and provisions of this paragraph 5.

  Shore's right to retire from full-time employment shall be
invoked  by a written notice to the Company to that  effect,
specifying an effective date (on the first day of a  month),
not  less  than  ninety days from the date  such  notice  is
given,  as  of  which  he desires to retire  from  full-time
employment  with  the  Company.   on  such  effective  date,
Shore's duties as a consultant and advisor shall commence on
the terms and conditions herein provided.

  6.   Death.  In the event of the death of Shore during the
employment term or the consulting period, the employment  or
consultancy,  as  the case may be, of Shore hereunder  shall
terminate  without any further liability of the  Company  to
Shore  except (a) as provided in paragraph 4(f) hereof  with
respect  to health insurance coverage for Shore's wife,  (b)
payment of unreimbursed expenses incurred by Shore prior  to
his  death,  (c)  payment  of  base  salary  and  additional
compensation,  if  any, or consultant compensation,  as  the
case  may  be, computed up to the end of the month following
the  month  in  which Shore's death occurs, (d)  if  Shore's
death  occurs during the employment term, the Company  shall
pay  Shore's  wife,  or  such other beneficiary  as  he  may
designate  in writing (or failing such designation,  to  his
estate), an amount equal to sixty percent (60%) of the  base
salary  that otherwise would have been payable to Shore  for
the  remainder of the employment term in effect on the  date
of  his  death,  such amount to be payable in equal  monthly
installments over the remainder of such employment term, (e)
if  Shore's  death occurs during the consulting period,  the
Company shall pay Shore's wife, or such other beneficiary as
he may designate in writing (or failing such designation, to
his  estate), an amount equal to sixty percent (60%) of  the
base   salary  as  in  effect  immediately  prior   to   the
commencement  of the consulting period for the remainder  of
the  consulting period in effect on the date of  his  death,
such amount to be payable in equal monthly installments over
the  remainder of such consulting period, and (f) if Shore's
wife  shall be living on the last day of the employment term
in  effect on the date of his death or the consulting period
in effect on the date of his death, as the case may be, then
the  Company  shall  make payments to Shore's  wife,  in  as
nearly  equal weekly installments as is practicable,  or  in
such  other manner as shall be mutually agreeable to Shore's
wife and the Company, at a rate equal to sixty percent (60%)
of  Shore's base salary (as in effect at the date of Shore's
death,  if  he  dies during the employment term,  or  as  in
effect  immediately prior to commencement of the  consulting
period,  if he dies during the consulting period),  for  the
remainder of her life.

   7.    Disability.  (a) In the event of the disability (as
defined  below) of Shore for a period of twelve (12) consecu
tive months during the employment term or consulting period,
the  employment or consulting, as the case may be, of  Shore
hereunder shall terminate without further liability  of  the
Company  to  Shore,  except that (i) the Company  shall  pay
Shore  an  amount equal to sixty (60%) percent of  the  base
salary  for  the  balance  of the  employment  term  or  the
consulting  period,  as the case may be,  (ii)  the  Company
shall  pay  Shore  his  additional  compensation,  if   any,
computed  up to the end of the month following the month  in
which  Shore became disabled, (iii) the provisions regarding
benefits  pursuant to paragraph 4(d) and (e)  and  regarding
the  insurance  benefits pursuant to  paragraph  4(f)  shall
remain applicable for the balance of the employment term  or
the consulting period, as the case may be, and thereafter as
provided  in  paragraph 4(f) hereof, and (iv) in  the  event
Shore  shall remain disabled beyond the employment  term  or
the consulting period, as the case may be, the Company shall
pay Shore $10,000 per month until the earlier of the (x) the
death   of   Shore,  or  (y)  the  termination  of   Shore's
disability.

        (b)   For  purposes  of  this  Agreement,  the  term
disability shall mean Shore's inability, because of  illness
or  incapacity, physical or mental, to perform substantially
all  of  the  duties  and services to be  performed  by  him
hereunder.    The  determination  of  a  physician   jointly
appointed  by  the Company  and Shore or any member  of  his
immediate  family  as to whether or   not Shore  has  become
disabled shall be conclusive and finding on the Company  and
Shore.

        (c)   Nothing  herein contained  shall  prevent  the
Company from satisfying its obligations to Shore or his wife
hereunder  by means of the purchase of insurance upon  terms
and conditions acceptable to Shore or, if Shore is deceased,
acceptable  to  his  wife, provided that the  Company  shall
remain liable to Shore or his wife, as the case may be,  for
the  benefits herein provided to the extent that any insurer
fails to pay the full amounts required under this Agreement.

    8.    Non-Exclusive.   The  benefits  provided  in  this
Agreement  hall not be exclusive and shall not prejudice  or
limit  any plan or policy of the Company which may hereafter
be granted by action of the Board of Directors.

    9.     Certain  Computations.   In  the  event  of   the
termination  of the employment term, the consulting  period,
Shore's   employment   hereunder  or   Shore's   consultancy
hereunder  on any date other than the last day of  a  Fiscal
Year,  including, without limitation, by reason of the death
or disability of Shore, the additional compensation, if any,
required  to  be paid need not be paid by the Company  until
thirty  (30)  days after the computation of  the  amount  in
accordance with paragraph 4(c)(iv).   The Company shall  not
be  required to make any computation with respect to  After-
Tax  Net  Earnings or stockholder's Equity except after  the
end  of  any Fiscal Year.  If a computation with respect  to
After-Tax  Net Earnings shall be required for  a  period  of
less  than  a Fiscal Year, such computation may be  made  by
taking a proportionate part of that particular Fiscal Year.

   10.   Trade  Secrets; Confidentiality.   Shore recognizes
and  acknowledges that confidential information  of  various
kinds,  including  lists  of  the  Company's  customers  and
vendors,  as  they may exist, from time to time,  and  other
trade  secrets, are valuable, special and unique  assets  of
the  Company's business.  Shore shall not, during  or  after
his  employment,  except in accordance with his  employment,
disclose  or  cause or permit to be disclosed  any  list  or
similar  means of identification of the Company's  customers
or  vendors  or  other trade secrets to  any  person,  firm,
corporation, association or other entity for any  reason  or
purpose  whatsoever.  The provisions of  this  paragraph  10
shall not apply to information generally known to the public
or  the  trade  or information available in trade  or  other
publications.

   11.   Non-Competition.  Shore shall not, for a period  of
one  (1)  year  after  the termination  of  his  employment,
directly  or  indirectly:  (a) induce any  person  connected
with  or  employed by the Company or any subsidiary  of  the
Company  to  leave  the  employ  of  the  Company  or   such
subsidiary; or (b) solicit the employment of any such person
on  his  own  behalf or on behalf of any other person  firm,
corporation, association or other entity.

   12.   Entire  Agreement.  This Agreement constitutes  the
entire  agreement between the parties with  respect  to  the
subject  matter hereof, and may not be modified  or  amended
except  by  an instrument in writing signed by  the  parties
hereto.

   13.   Successors and Assigns.  This Agreement and all  of
its  terms  and conditions shall be binding upon, and  shall
inure  to  the  benefit  of  the parties  hereto  and  their
respective  heirs,  legal  representatives  and  successors.
This  Agreement is personal and shall not be  assignable  by
Shore  or  the  Company except that, in  the  event  of  any
consolidation  with or merger into any other corporation  by
the  Company  or  the  sale  or distribution  of  all  or  a
substantial  part  of the assets of the Company  to  another
corporation,  the  surviving or acquiring corporation  shall
assume this Agreement and become obligated to perform all of
the  terms  and  conditions hereof and  Shore's  obligations
hereunder shall continue in favor of such corporation.

   14.   Notices.    All  notices and  other  communications
required  or  permitted to be given hereunder  shall  be  in
writing  and  shall  be  deemed  to  have  been  given  when
delivered personally against receipt or three (3) days after
being  mailed,  by  registered  or  certified  mail,  return
receipt  requested, addressed to the party to whom  directed
at  the address first above written or to such other address
as  any party may hereafter designate to the other by notice
similarly given.

   15.   No  Waiver.    No waiver of any breach  or  default
hereunder  shall be considered valid unless in  writing  and
signed  by the party giving such waiver, and no such  waiver
shall  be   deemed  a  waiver of any  subsequent  breach  or
default of the same or similar nature.

   16.  Governing Law.  This Agreement shall in all respects
be  construed and enforced in accordance with, and  governed
by, the laws of the State of New York which would be applica
ble to contracts made and to be performed in New York.


  IN  WITNESS  WHEREOF, the parties hereunto have duly

executed this Agreement as of the date first above written.


                      PARK ELECTROCHEMICAL CORP.


                                By: /s/   Brian E. Shore
                                   Title:   Executive   Vice
President


                                    /s/     Jerry Shore
                                       Jerry Shore

APPROVED by the CEO Compensation Committee of the Board of
Directors of Park Electrochemical Corp. as of April 1, 1994.


/s/   Anthony Chiesa
      Anthony Chiesa

/s/   Lloyd Frank
      Lloyd Frank

/s/  Norman M. Schneider
     Norman M. Schneider

[exhibit-02-10.06]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>13
<FILENAME>ex1006a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.06(a)


      THIS AMENDMENT NO. 1, made and entered into as of  the
day of
March,  1995, by and between PARK ELECTROCHEMICAL  CORP.,  a
New
York  corporation (hereinafter called the "Company"), having
an  office at 5 Dakota Drive, Lake Success, New York  11042,
and  JERRY  SHORE (hereinafter called "Shore"), residing  at
Lighthouse  Road, Sands Point, Long Island, New  York  (this
"Amendment").

                 WITNESSETH:

           WHEREAS,  the  Company and Shore have  previously
executed  and  delivered an Amended and Restated  Employment
Agreement,  dated  as  of February 28, 1994  (the  "Original
Agreement"),  relating to the employment  of  Shore  by  the
Company; and

           WHEREAS,  the  Company and Shore wish  to  modify
certain   of  the  terms  and  conditions  of  the  Original
Agreement as hereinafter set forth;

  NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

           1.      Additional  Payment. In addition  to  all
other  amounts payable by the Company to Shore (or his legal
representative or the executor or administrator  of  Shore's
estate)  pursuant  to  the Original Agreement,  the  Company
shall pay to Shore on
the Payment Date (as hereinafter defined) an amount equal to
$264,289, plus an amount equal to interest accruing  thereon
at  the  Prime  Rate (as hereinafter defined) from  time  to
time,  compounded monthly, from September  1,  1994  to  the
Payment  Date. The Company and Shore acknowledge  and  agree
that the payment to be made
by  the  Company  to Shore pursuant to this  Section  is  an
unsecured  obligation of the Company, that Shore is  only  a
general creditor of the Company in that respect and that the
amounts due from the Company are assets of the Company until
paid to Shore
which  are  available to satisfy the claims of the Company's
creditors generally.

           As  used  in this Amendment, the following  terms
shall have the following meanings:

                 (a)      "Payment  Date"  shall  mean   the
earliest  of  (1)  the  date which  is  30  days  after  the
effective   date   of  Shore's  retirement  from   full-time
employment with the Company, (2) the date which is  30  days
after the date of Shore's death or (3) the date which is  30
days  after the date of Shore's "disability" (as defined  in
the Original Agreement).

                (b)     "Prime Rate" shall mean the rate  of
interest  announced  from  time to  time  by  Bankers  Trust
Company as its "prime rate", with each change therein to  be
effective hereunder at the time such change is effective for
Bankers Trust Company.



                              -1-

          2. Additional Compensation.

           (a)  Section 4(b) of the Original Agreement shall
be amended to read as follows:

               11(b) As additional compensation, the Company
shall  pay Shore an amount ("additional compensation") equal
to  four  percent (4%) of the amount by which After-Tax  Net
Earnings  (as defined below) of the Company for  any  Fiscal
Year (commencing with the Fiscal Year beginning February 28,
1994)  exceeds  $7,500,000; provided, however,  that  in  no
event  shall the additional compensation in respect  of  any
Fiscal Year exceed $350,000.11

           (b)      Section  4(c) of the Original  Agreement
shall   be   amended  by  deleting  Section   4(c)(ii)   and
redesignating  Sections 4(c)(iii) and 4(c)(iv)  as  Sections
4(c)(ii) and 4(c)(iii), respectively.

           3.      Additional Amendment. Section 4(i) of the
Original Agreement is hereby amended to change the reference
therein to section 415 of the Internal Revenue Code of 1986,
as  amended (the "Code"), to be a reference to sections  401
and 415 of the Code.

           4.      Entire Agreement. This Amendment and  the
Original  Agreement together constitute the entire agreement
between  the  parties  with respect to  the  subject  matter
hereof,  and  may not be modified or amended  except  by  an
instrument in writing signed by the parties hereto.

           5.     Successors and Assigns. This Amendment and
all  of its terms and conditions shall be binding upon,  and
shall  inure to the benefit of the parties hereto and  their
respective heirs, legal representatives and successors. This
Amendment is personal and shall not be assignable  by  Shore
or the Company except that, in the
event  of  any consolidation with or merger into  any  other
corporation  by  the Company or the sale or distribution  of
all  or  a substantial part of the assets of the Company  to
another  corporation, the surviving or acquiring corporation
shall  assume this Amendment and become obligated to perform
all   of   the  terms  and  conditions  hereof  and  Shore's
obligations  hereunder  shall  continue  in  favor  of  such
corporation.

             6.       Notices.   All   notices   and   other
communications  required or permitted to be given  hereunder
shall be given in accordance with Section 14 of the Original
Agreement.

           7.      No  Waiver. No waiver of  any  breach  or
default  hereunder  shall  be  considered  valid  unless  in
writing and signed by the party giving such waiver,  and  no
such  waiver  shall  be deemed a waiver  of  any  subsequent
breach or default of the same or similar nature.

           8.     Governing Law. This Amendment shall in all
respects  be construed and enforced in accordance with,  and
governed  by, the laws of the State of New York which  would
be  applicable to contracts made and to be performed in  New
York.

          IN WITNESS WHEREOF, the parties hereunto have duly
executed this Amendment as of the date first above written.

                           PARK ELECTROCHEMICAL CORP.


                      By: /s/Brian E. Shore
                           Title: Executive Vice President



                           By: /s/Jerry Shore
                           Title: President





APPROVED:
EXECUTIVE COMPENSATION COMMITTEE


_______________________
Lloyd Frank


_______________________
Norman Schneider


_______________________
Anthony Chiesa

[Exhibi-02-10.06a]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>14
<FILENAME>ex1007.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.07

LEASE

THIS  INDENTURE,  made this 15th day of April,  1988,between
GEOFFREY ETHERINGTON, II, of Jupiter, Florida, (herein-after
called "Landlord") and USP COMPOSITES, INC. whose address is
172 East Aurora Street, Waterbury, Connecticut, (hereinafter
called "Tenant").

             W I T N E S S E T H

That for and in consideration of the payment by Tenantof the
rent  hereinafter reserved and the performance by Tenant  of
the  covenants  and  agreements  hereinafter  agreed  to  be
performed  by  Tenant  in  accordance  with  the  provisions
hereinafter set forth, Landlord does hereby let  and  demise
unto  Tenant  and  Tenant does hereby  take  and  hire  from
Landlord,  that certain real property (hereinafter  referred
to  as  the  'leased premises"), described  in  Exhibit  "A"
attached hereto and made a part hereof by reference, for the
term commencing on April 15, 1988 and ending on December 31,
1992 at a rent of $175,380.00 per annum, payable to Landlord
in  equal  monthly  installments of $14,615.00  in  advance,
without  notice, on the first day of each month  during  the
term of this Lease. Tenant shall have the one time right  to
extend the term of this Lease for a period of up to five (5)
years  by written notice given not later than June 30, 1992.
During such extended term all of the terms and conditions of
the  Lease shall remain in full force and effect except that
the  rent  during such extended term shall be fixed  at  one
time  and  shall  be  the fair market rent  for  the  leased
premises  for such extended term (but in no event less  than
$175,380.00 per annum).

If  Tenant,  not later than June 30, 1992, shall have  given
written notice as aforesaid of the exercise of its right  to
extend the term of this Lease, then, for the purposes of the
foregoing,  "fair  market  rent'  shall  be  determined   as
follows:  Landlord shall make the initial  determination  of
fair  market rent. Landlord shall give notice to  Tenant  of
Landlord's determination of fair market rent prior  to  July
15,  1992. If Tenant shall dispute Landlord's determination,
Tenant shall give notice of such dispute within fifteen (15)
days  after  receipt  of  Landlord's  determination.  Within
fifteen (15) days thereafter, if both parties fail to  agree
as  to fair market rent then both parties shall agree to the
appointment   of  a  disinterested  person   of   recognized
competence in the field as an appraiser. The appraiser  thus
appointed  shall  as  promptly as  possible  determine  fair
market  rent.  If Tenant shall dispute any determination  by
the appraiser, or if both parties cannot agree as to an
appraiser prior to September 1, 1992, fair market rent shall
be determined by arbitration before the American Arbitration
Association of Hartford, Connecticut, in accordance with its
rules  then obtaining. All costs of any arbitration pursuant
to  the  foregoing  shall be borne by  Landlord  and  Tenant
equally.  In  the event of any arbitration pursuant  to  the
foregoing, or in the event that Landlord and Tenant for  any
reason  fail  to  agree  as to fair  market  rent  prior  to
September  1,  1992, then notwithstanding  anything  to  the
contrary  contained herein, the last date upon which  Tenant
shall  have  the  right to give notice of  exercise  of  the
option  to  purchase  provided for in  Paragraph  20(A)(iii)
hereof shall be extended from December 31, 1992 until a date
which  is 45 days after fair market rent has been determined
by such arbitration or Landlord and Tenant have agreed as to
fair  market rent. In the event that the Closing (as defined
in  Paragraph  20(A))  shall be  scheduled  to  occur  after
December  31,  1992, Tenant shall be entitled to  remain  in
occupancy of the leased premises until the Closing (but  not
beyond  June  30,  1993 unless this Lease  shall  have  been
extended  for  the extended term as provided above),  during
which  pre-Closing period all provisions of this Lease shall
continue in effect as if this Lease had been so extended and
Tenant  shall  pay  the  fair market  rent.  Notwithstanding
anything in this Lease to the contrary, if Tenant shall give
notice  of its exercise of its option to purchase the leased
premises  on  or after June 30, 1992 and Tenant  shall  have
given  written notice of the exercise of its right to extend
the  term of this Lease not later than June 30, 1992, Tenant
may  (a)  delay the Closing to a date not more than 45  days
after  the  fair market rent shall have been  determined  or
agreed  upon  as  aforesaid and (b)  rescind  such  purchase
option exercise at any time during such 45-day period.

In  the  event  during the initial term or any renewal  term
hereof,  any  monthly installment of rental reserved  herein
shall  not be paid within ten (10) days after the same shall
become due, Tenant shall pay to Landlord a late charge which
shall  be  equal  to two percent (2%) of the rental  payment
due.

If,  however,  the date on which Tenant is given  possession
begins on a date other than the first day of any month, then
the  rental  payment  for  the  period  from  the  date   of
possession to the beginning of the term shall cover the  pro
rata  rent for a fractional part of the month from the  date
possession  begins  through the last day  of  that  calendar
month.

This  Lease  is  made upon the foregoing and  the  following
agreements, covenants, and conditions, all and every one  of
which  Landlord and Tenant agree to keep and perform  during
the initial term of this Lease and any renewal thereof:

1.   USE  OF  PREMISES Tenant may use and occupy the  leased
premises  for  any  lawful business  purposes.  Tenant  will
comply  with  any  and  all  laws, ordinances,  orders,  and
regulations   of  any  governmental  authority   which   are
applicable to his use of the leased premises.

2.  TAXES, ASSESSMENTS, AND UTILITY CHARGES Tenant shall pay
all  real  estate taxes, assessments, licenses, permits  and
charges  of any nature which are levied, imposed or assessed
upon  or  against  the leased premises by  any  governmental
body.

        Tenant  shall  pay all charges for sewage  disposal,
janitorial  services, electricity, water and  gas  or  other
fuel  or  other  utilities consumed by it  upon  the  leased
premises.

        It  is  the intent of the parties hereto  that  this
Lease  shall  be a pure net lease and that Landlord  receive
all rents hereunder free of any and all impositions, charges
or  expenses relating to the leased premises in any part  or
aspect   thereof   (excepting  only  mortgages,   liens   or
encumbrances placed (or suffered to be placed) on the leased
premises by Landlord) all of which shall be paid by Tenant.

3.   INSURANCE Tenant shall procure and maintain a  standard
fire  insurance policy with extended coverage and additional
extended coverage in an amount equal to the full replacement
value from time to time of building and improvements on  the
leased premises naming Landlord as an additional insured and
the  loss  payee  with  respect to the leased  premises  and
covering  all  mortgagees  on  the  leased  premises   under
standard Connecticut
mortgagee  endorsements. "Full replacement  value"  for  the
purpose  of  this  Lease shall.be deemed  to  be  $3,250,000
(subject to a deductible not exceeding $100,000), which full
replacement value will be adjusted annually based  upon  the
recommendation  of  the  insurer  as  to   the   then   full
replacement value of the leased premises.

      Tenant shall also procure and maintain in force during
the period of time this Lease is in effect general liability
insurance insuring the Landlord and Tenant (naming them both
in  the  policy) against any liability whatsoever occasioned
by  accident  on  or  about  the  leased  premises,  or  any
appurtenances thereto, such policy to be in an amount of not
less than Five Million ($5,000,000.00) Dollars in respect to
injury, including death, of any one person, and in amount of
not less than Five
Million  ($5,000,000.00)  Dollars  in  respect  to  any  one
accident   and   not   less  than  Five   Hundred   Thousand
($500,000.00) Dollars for property damage.

       The  original policies of fire insurance and  general
liability   insurance  referred  to  above  or  certificates
thereof  shall be furnished by Tenant to the Landlord  prior
to  the commencement of the term of this Lease, with a  copy
thereof  to  be  provided  to  the  Connecticut  Development
Authority  as promptly thereafter as practicable,  and  said
policies  shall be renewed from time to time not  less  than
ten  (10) days prior to the expiration date of the policies,
certificates  of  renewals to be promptly furnished  to  the
Landlord, and the Connecticut Development Authority.

4.   MAINTENANCE  AND REPAIRS Tenant at its  sole  cost  and
expense shall at all times maintain and keep in good  repair
and   condition  and  make  all  necessary  repairs  to  and
replacements  of  all  or any part of the  leased  premises,
including,  but  not limited to, all glass, all  electrical,
heating,  air conditioning and plumbing systems and,  during
the  initial  term  of  this Lease, all structural  members,
exterior walls and roof; provided, however, that, during the
renewal  term  of this Lease, Tenant shall provide  ordinary
maintenance for all structural members, exterior  walls  and
roof,  and  Landlord shall be responsible for all  necessary
repairs  to  and  replacements of said  structural  members,
exterior  walls and roof unless the same is necessitated  by
Tenant's act or omission (other than ordinary wear and tear)
or  those  or  its agents, employees or contractors.  Tenant
shall commit no waste nor suffer the same to be committed on
the leased premises.

       Tenant  shall bear all risk of loss from the use  and
occupation of the leased premises, except as provided in the
preceding  paragraph and except loss for  which  Tenant  has
obtained fire and extended coverage insurance protection but
only  to  the extent that Landlord receives sums  from  such
insurance  carriers  on account of any such  loss.  Landlord
shall  assign  to Tenant all manufacturers' warranties  upon
the roof and the heat@ing and cooling equipment if any. Upon
the  commencement of the renewal term Tenant shall  reassign
to Landlord such warranties as relate to the roof.

      Landlord shall have the right to enter upon the leased
premises from time to time in order to inspect the same, but
this  right  shall  be exercised in such manner  as  not  to
interfere  with  Tenant's use and enjoyment  of  the  leased
premises  and shall be subject to any and all laws,  orders,
or  regulations  of  the  United States  Government  or  any
department   or  agency  thereof,  relating  to  information
affecting the national security which may at any time  apply
to Tenant's use of the leased premises.

       Tenant  shall  comply  with  the  requirements,  with
respect  to  the  use, occupancy and/or maintenance  of  the
leased premises, of the Connecticut Development Authority as
contained  in  the  Mortgage Deed  between  the  Connecticut
Development  Authority and Landlord  dated  June  19,  1981,
provided,  however,  that Tenant, unless otherwise  provided
herein,  shall not be obligated in any way with  respect  to
the  note secured by such Mortgage Deed, any tax obligations
contained  in such Mortgage Deed, any insurance  obligations
contained   in   such   Mortgage  Deed  including,   without
limitation,  any  insurance for the  loan  secured  by  such
Mortgage  Deed,  any  insurance on the  leased  premises  or
improvements thereto and any insurance on the life  or  well
being of any person) and any other obligations contained  in
such  Mortgage Deed which do not relate directly to the use,
occupancy  and/or maintenance of the leased  premises  by  a
tenant  thereof,  and further provided  that  the  foregoing
shall not in
any  way be deemed to be an assumption by Tenant of  any  of
Landlord's obligations under such Mortgage Deed.

5.   ACTION  OF  PUBLIC AUTHORITIES In the  event  that  any
exercise  of the power of eminent domain by any governmental
authority, Federal, State, County, or Municipal, or  by  any
other party vested by law with such power shall at any  time
prevent  the  full use and enjoyment of the leased  premises
Tenant for the purposes set forth in Section 1, Tenant shall
have  the  right thereupon to terminate this Lease.  In  the
event of any such action both Landlord and Tenant shall have
the   right  to  claim,   recover,  and  retain   from   the
governmental authority or other party taking such action the
damages  suffered by them respectively as a result  of  such
action.

6.   IMPROVEMENTS BY TENANT Tenant, upon receipt of approval
from  or  failure to object after a reasonable time  by  the
Connecticut Development Authority after due notice  thereto,
shall   have   the   right  to  make  such  structural   and
non-structural alterations, additions, or improvements in or
to  the  leased premises as it shall consider  necessary  or
desirable for the conduct-of its business, provided that all
such  work  shall be done in a good and workmanlike  manner,
and  the structural integrity of the building shall  not  be
impaired,  and  that  no liens shall  attach  to  Landlord's
interest in the leased premises by reason thereof. Upon  the
termination of this lease, Tenant's alterations,  additions,
or  improvements  shall at the option of  the  Landlord  (1)
become  the property of Landlord, or (2) be removed  by  the
Tenant  at Tenant's expense and Tenant shall restore to  its
original  condition any part of the leased premises  damaged
by   the   removal  of  such  alterations,   additions,   or
improvements,  reasonable  wear  and  tear  being  excepted.
Tenant  may,  at Tenant's expense, raise the height  of  the
roof  of the treater room approximately 25 feet over an area
of  approximately 1,000 square feet. If Tenant  raises  said
roof  then  upon the termination of this Lease Tenant  shall
not be required to lower said roof to its original height.

7.   FIXTURES  AND  SIGNS Tenant shall  have  the  right  to
install  in  or place on the leased premises such  fixtures,
machines,  tools,  or  other equipment  (including  but  not
limited to trade fixtures, lighting fixtures, water coolers,
or  other  equipment)  as  it  may  choose.  Such  fixtures,
machines, tools or other equipment shall at all times remain
the personal property
of  Tenant  regardless of the manner or degree of attachment
thereof-to  the  leased premises and may be removed  at  any
time  by Tenant whether at the termination of this Lease  or
otherwise; provided, however, that Tenant shall make  proper
restoration  of  the leased premises in the event  that  any
damage is done thereto in the removal of any such property.

      Tenant shall have the right to install or erect on the
leased premises or to affix to the building which is a  part
of  the leased premises, such signs as it may deem necessary
or  appropriate to advertise its name and business; provided
that  such  signs  comply with all appropriate  governmental
regulations and provided that upon the termination  of  this
Lease,  Tenant shall remove all signs placed upon the leased
premises  and  restore  any  part  of  the  leased  premises
affected  by  the removal of Tenant's sign to  its  original
condition.

8.  DEFAULT If Tenant shall fail to pay any rent to Landlord
when  the  same is due and payable under the terms  of  this
Lease  and such default shall continue for a period  of  ten
(10)  days  after written notice thereof has been  given  to
Tenant  by Landlord, or if the Tenant shall fail to  perform
any  other duty or obligation imposed upon it by this  Lease
and  such default shall continue for a period of thirty (30)
days  after written notice thereof has been given to  Tenant
by  Landlord  except that if such default  cannot  be  cured
within  thirty  (30)  days Tenant shall  not  be  deemed  in
default by reason thereof unless Tenant fails to commence to
cure  such  default within said thirty (30) day  period  and
thereafter diligently prosecute the curing of such  default,
or if the Tenant shall be adjudged bankrupt, or shall make a
general assignment for the benefit of its creditors, or if a
receiver  of  any property of Tenant in or upon  the  leased
premises be appointed in any action, suit, or proceeding  by
or  against Tenant and such appointment shall not be vacated
or  annulled  within sixty (60) days, or if the interest  of
Tenant  in the leased premises shall be sold under execution
or  other legal process, then and in any such event upon ten
(10)  days written notice by Landlord to Tenant and Tenant's
failure to cure such default within said ten (10) day period
the  balance  of  all rentals then due and/or  provided  for
under the terms
hereof shall become immediately due and payable and Landlord
shall  have the right to enter upon the leased premises  and
again have, possess, and enjoy the same as if this Lease had
not  been  made,  and thereupon this Lease shall  terminate,
without  prejudice,  however, to the right  of  Landlord  to
recover  from Tenant all rent due under this Lease  together
with all costs of collection and legal expenses including  a
reasonable attorney's fee. In the event of any such  default
and re-entry, Landlord shall attempt  in good faith to relet
the  leased premises for the remainder of the then  existing
term whether such term be the initial term of this Lease  or
any  renewed  or  extended term for the  highest  rent  then
obtainable   and   permitted  by   Connecticut   Development
Authority, and to recover from Tenant the difference between
the  rent  reserved  by this Lease and the  amount  obtained
through   such   reletting  less  the  costs  and   expenses
reasonably incurred by Landlord.

9.   ASSIGNMENT: SUBLETTING Tenant shall have the  right  to
assign  this Lease or to sublet the leased premises  or  any
part thereof subject to the written consent of Landlord  and
of the Connecticut Development Authority which consent shall
not  unreasonably  be withheld; provided, however,  that  no
such assignment or subletting shall relieve Tenant from  its
duty  to  perform  all  of  the agreements,  covenants,  and
conditions set forth in this Lease, and Tenant shall  remain
primarily   liable  hereunder  provided  that  if   Tenant's
assignee  defaults hereunder Tenant shall have the right  to
be reinstated as the Tenant under this Lease.

10.  TITLE Landlord covenants and warrants that Landlord has
lawful  title  and right to make this Lease,  that  Landlord
will maintain Tenant in full and exclusive possession of the
leased premises, and that, if Tenant shall pay the rent  and
perform   all  the  agreements,  covenants,  and  conditions
required  by  this Lease to be performed by it,  Tenant  may
freely,  peaceably, and quietly occupy and enjoy the  leased
premises   without  molestation  or  hindrance,  lawful   or
unlawful, of any person or entity whomsover.

11.  SURRENDER When this Lease shall terminate in accordance
with  the  terms hereof, Tenant shall quietly and  peaceably
deliver  up  possession  to  Landlord  without  notice  from
Landlord. Tenant expressly waives the benefits of  all  laws
now  or  hereafter in force requiring notice  from  Landlord
with  respect  to  termination.  Tenant  shall  deliver   up
possession of the leased premises in as good order,  repair,
and  condition  as the same are in at the beginning  of  the
term of this Lease except for reasonable wear and tear,  and
subject to such damage or destruction or condition as Tenant
is  not required to restore or remedy under other terms  and
conditions of this Lease.

12.   NOTICE Any notice or demand required by the  provision
of the Lease to be given to Landlord shall be deemed to have
been  given adequately if sent by Certified mail to Landlord
at the following address:

          Geoffrey Etherington, II
          P.O. Box 706
          New Haven, Connecticut 06503

          With a copy to:
          Arthur S. Sachs, Esq.
          Sachs, Berman, Rashba & Shure, P.C.
          One Church Street
          New Haven, Connecticut 06510

          Any notice or demand required by the provisions of
this  Lease  to be given to Tenant shall be deemed  to  have
been given adequately if sent by Certified Mail to Tenant at
the following address:

          President
          USP Composites, Inc.
          172 East Aurora Street
          Waterbury, Connecticut

          With a copy to:
          Park Electrochemical Corp.
          5 Dakota Drive
          Lake Success, New York 10042
          Attn: Harry Linzer

     Any notice or demand required by the provisions of this
Lease  to  be given to the Connecticut Development Authority
shall  be  deemed to have been given adequately if  sent  by
Certified  Mail to the Connecticut Development Authority  at
the following address:

          Stanley Piorkowski, Esq.
          Connecticut Development Authority
          217 Washington Street
          Hartford, Connecticut

     Any party shall have the right to change its address as
above designated by giving to the other parties fifteen (15)
days' notice of his or its intention to make such change and
of the substituted address at which any notice or demand may
be directed.

13.   SUBORDINATION  Tenant agrees to subordinate  and  does
hereby subordinate this Lease to the lien of any mortgage or
mortgages (the only one of which, as of the date hereof,  is
granted to the Connecticut Development Authority) now on the
leased  premises or hereafter placed on the leased  premises
provided that Tenant shall enjoy all of its rights under the
Lease  regardless  of  any inconsistent  provision  in  such
mortgage  and  provided  further that  the  holder  of  such
mortgage shall enter into a written agreement, in recordable
form,  with Tenant to the effect that as long as  Tenant  is
not  in  default  in  the payment of  rental  or  any  other
material convenants or conditions of this Lease, the  rights
of  Tenant under this Lease shall not be terminated and  the
possession of Tenant shall not be disturbed by the holder of
any  such  mortgage or by any proceedings on the debt  which
any  such  mortgage  secures, or  by  any  person,  firm  or
corporation whose rights were acquired as a result  of  such
proceedings  or by virtue of a right or power  contained  in
any such mortgage or the bond or note secured thereby.

14.   ESTOPPEL CERTIFICATE Tenant agrees to execute at  such
times   as   Landlord   may  request,  estoppel   statements
certifying, among other things and if such be the case, that
Tenant  is  in possession of the leased premises,  that  all
rental payments and other charges required hereunder  to  be
paid  by Tenant have been paid, that this Lease has not been
amended  or  modified,  that  Landlord  is  not  in  default
hereunder and that Tenant has no defense or set-offs against
Landlord hereunder.

15.  ATTORNEYS' FEES In the event either party to this Lease
shall default in any of the terms and conditions hereof  and
the other party shall be required to obtain the services  of
an  attorney to enforce the provision hereof, whether or not
such  enforcement  shall result in a court proceeding,  then
the  defaulting  party agrees to pay to  the  non-defaulting
party  all  reasonable costs of such enforcement,  including
attorneys'  fees  and  attorneys'  fees  on  appeal  or  for
services rendered in any bankruptcy proceeding.

16.   CONSTRUCTION  It is distinctly understood,  covenanted
and  agreed  that  the terms "Landlord" and "Tenant"  herein
employed  shall  be  construed to include  all  individuals,
corporations  and any and all other person or entities,  and
the   respective  heirs,  executors,  administrators,  legal
representatives,  successors  in  assigns  of  the   parties
hereto, and all those holding under either of them, whenever
and  wherever  the  context so admits or requires;  and  the
pronouns used herein shall include, when appropriate, either
gender and both singular and plural.

17.  COVENANTS TO BIND RESPECTIVE PARTIES This Lease and all
of  the  agreements,  covenants,  and  conditions  contained
herein  shall be binding upon Landlord and Tenant  and  upon
their respective heirs, personal representatives, successors
and assigns.

18.  LIMITATION OF LIABILITY Except as specifically provided
to  the  contrary in Paragraph 20(C) hereof,  Tenant  agrees
that it shall look solely to the estate and property of  the
Landlord  in  the land and buildings comprising  the  leased
premises and subject to the prior rights of any mortgagee of
the  Premises for the collection of any judgment  (or  other
judicial process) requiring the payment of money by Landlord
in  the  event  of  any default or breach by  Landlord  with
respect  to  any of the terms, covenants, and conditions  of
this Lease to be observed and/or performed by Landlord,  and
no  other  assets of the Landlord shall be subject to  levy,
execution  or  other  procedures  for  the  satisfaction  of
Tenant's  remedies and no action shall be brought by  Tenant
respecting this Lease against Landlord.

19.   PREJUDGMENT REMEDY, REDEMPTION, COUNTERCLAIM, AND JURY
TRIAL  The  Tenant, for itself and for all persons  claiming
through  or  under it, hereby acknowledges that  this  Lease
constitutes  a commercial transaction as such term  is  used
and  defined  in  Chapter  903a of the  Connecticut  General
Statutes (the 'Act") and hereby expressly waives any and all
rights which are or may be conferred upon the Tenant by  the
Act  to any notice or hearing prior to a prejudgment remedy.
Tenant further waives any and all rights which are or may be
conferred  by any present or future law to redeem  the  said
leased  premises,  or  to any new trial  in  any  action  of
ejectment  under  any  provision  of  law,  after   re-entry
thereupon,  or  upon any part thereof, by the  Landlord,  or
after  any  warrant  to  dispossess  or  final  judgment  in
ejectment. If the Landlord shall acquire possession  of  the
said leased premises by summary proceedings, or in any other
lawful  manner  without judicial proceedings,  it  shall  be
deemed a re-entry within the meaning of that word as used in
this Lease.

In the event that Landlord commences any summary proceedings
or  action for non-payment of rent or other charges provided
for  in  this  Lease,  the Tenant shall  not  interpose  any
counterclaim of any nature or description in any  proceeding
or action. The Tenant and the Landlord both waive a trial by
jury  of  any  or  all  issues  arising  in  any  action  or
proceeding  between the parties hereto. or their successors,
under   or  connected  with  this  Lease,  or  any  of   its
provisions.

20.    TENANT'S OPTION TO PURCHASE

    (A)   Tenant shall have an option to purchase the leased
    premises  at  the  applicable  option  price  set  forth
    below,  which  option  shall be exercisable  by  written
    notice  given  to  Landlord in the  manner  provided  in
    paragraph  12  at any time on or prior to  December  31,
    1992. Such notice shall be given not later than six  (6)
    months  prior  to the proposed date of purchase  of  the
    leased   premises.  The  option  price   shall   be:   M
    $2,800,000 if Tenant exercises said option on or  before
    December  31,  1990; Hi) $3,000,000 if Tenant  exercises
    said
    option  between January 1, 1991 and December  31,  1991,
    and  Hii)  $3,200,000  if Tenant exercises  said  option
    between  January 1, 1992 and December 31, 1992;  payable
    in  each  case  all in current funds at the  closing  of
    such purchase (the "Closing").

    (B)   Prior to the execution of this Lease, Landlord has
    provided  Tenant  with a Commitment for Title  Insurance
    (the  "Commitment'),  issued  by  Connecticut  Attorneys
    Title  Insurance Company (the "Title Insurance Company")
    respecting    the   leased   premises,   which    Tenant
    acknowledges  to  be  in  all respects  satisfactory  to
    Tenant.  If  Landlord  conveys the  leased  premises  to
    Tenant  at  the Closing by Connecticut form of  warranty
    deed  showing the leased premises to be subject only  to
    the  encumbrances  described in the Schedule  A  annexed
    hereto  as 'Permitted Encumbrances" and provides Tenant,
    at  Tenant's  cost,  with a Policy  of  Title  Insurance
    (issued  by the Title Insurance Company) insuring  title
    to   the   leased  premises  in  compliance  with   said
    Commitment    (subject    only    to    the    Permitted
    Encumbrances),  then Landlord shall have  fulfilled  all
    of  Landlord's  obligations hereunder  with  respect  to
    such  conveyance. If Landlord shall H) not  be  able  to
    convey  the leased premises to Tenant at the Closing  by
    such  deed  showing the leased premises  to  be  subject
    only  to  the Permitted Encumbrances or Hi) not be  able
    to  provide  Tenant, at Tenant's cost, with such  Policy
    of  Title  Insurance,  Tenant may  waive  the  foregoing
    non-compliance   and   all   related   warranties    and
    representations  and  consummate the  Closing  hereunder
    notwithstanding such non-compliance. If  Landlord  shall
    fail  to consummate the Closing when obligated to do  so
    hereunder,   then,  notwithstanding  the  provision   of
    Paragraph   18  above,  Tenant  shall  be  entitled   to
    specific  performance of conveyance hereunder,  but  not
    to  any  action for personal liability against Landlord.
    Landlord  shall  pay  for the cost of  Landlord's  title
    search  and  the  cost, if any, of said  Commitment  and
    Tenant shall pay for said Policy of Title Insurance.

    (C)  On or before six months (but not before six months,
    unless Tenant shall so consent) after receipt of Tenant's
    notice that it has elected to purchase the leased premises,
    Landlord  shall convey the leased premises to Tenant  by
    Connecticut  form  of warranty deed  bearing  sufficient
    federal, state or local documentary stamps and with payment
    by Landlord of any other tax or imposition charged by any
    jurisdictional authority upon the transfer of real property
    and as provided in Paragraph 20(B). During the term of this
    Lease, Landlord covenants and agrees that no mortgage will
    be placed upon the leased premises unless (a) same is with a
    bank or insurance company, (b)such mortgage provides that
    same  is  prepayable at any time, (c)the holder of  such
    mortgage   executes  a  non-disturbance   agreement   in
    substantially the form provided for in Paragraph 13 of this
    Lease, and W the aggregate principal indebtedness under any
    such mortgage or mortgages, taken together with all other
    mortgages, liens and encumbrances upon the leased premises,
    will  not  exceed the minimum option price set forth  in
    Paragraph 20(A) above. The foregoing covenant and agreement
    in this Paragraph 20(C) and the agreement of Landlord not to
    encumber the leased premises in any other way that  will
    frustrate Tenant's consummation of the Closing following
    Tenant's exercise of its option to purchase, shall be  a
    personal    liability   and   obligation   of   Landlord
    notwithstanding the limitation upon such liability set forth
    above in Paragraph 18. Landlord agrees that, at the Closing,
    Tenant may apply its payment of the option price to  the
    discharge of the indebtedness secured by such mortgages,
    liens and other encumbrances.

    (D)   Tenant  shall have sixty (60) days, after  receipt
    by  Landlord of Tenant's notice that it has  elected  to
    purchase   the   leased  premises,  to  engage   Goldman
    Environmental Consultants, Inc. ("Goldman")  or  another
    reputable     environmental    consultant     reasonably
    satisfactory  to  Landlord (such consultant  so  engaged
    being  hereinafter referred as the 'Tenant's  Engineer")
    to  perform certain environmental studies of the  leased
    premises  of  such scope and degree as are  satisfactory
    to  Tenant  and to report the results thereof to  Tenant
    (the  "Environmental  Report").Tenant  shall  deliver  a
    copy of the Environmental Report to Landlord within  ten
    (10)  days of Tenant's receipt thereof.If Tenant is  not
    satisfied,  in  its sole discretion, with the  condition
    of  the  leased  premises as shown in the  Environmental
    Report,  Tenant  may,  by sending  Notice  to  Landlord,
    received  by Landlord within thirty (30) days after  the
    Environmental  Report  is  received  by  both   parties,
    rescind  the option to purchase. In addition, if  Tenant
    has  not  elected  to rescind such option  to  purchase,
    Landlord  shall  have the right, by  sending  notice  to
    Tenant  within  30  days after the Environmental  Report
    is.   received  by  both  parties,  to  cancel  Tenant's
    exercise  of  such purchase option if the  Environmental
    Report  shall  indicate  the presence  of  environmental
    contamination,    the   cost   of   investigation    and
    remediation  of which may reasonably exceed $250,000  in
    additional  costs  not theretofore  spent  by  Landlord,
    provided,  however, that Landlord shall  not  have  such
    right  if Tenant shall agree to pay the excess  of  such
    costs above $250,000.

      If Tenant shall not rescind this option to purchase as
aforesaid, it shall be irrefutably presumed that Tenant  and
Park  Electrochemical Corp. are satisfied with the condition
of  the leased premises from an environmental standpoint and
therefore,  except as to those liabilities  and  obligations
allocated to Etherington Industries, Inc. ("EI") pursuant to
Paragraphs   25(A)  and  25(B)  hereof,  Tenant   and   Park
Electrochemical  Corp. shall, upon the Closing  and  without
any  further action by either of them: M assume, jointly and
severally,  effective as of the Closing, all  liability  and
obligations  relating to the following  (the  'Environmental
Conditions"):  Any  Spill,  Release,  Hazardous  Waste   (as
defined   in  Conn.  Gen.  Stat.  Sec  22a-115),   Hazardous
Substance  (as  defined in 42 U.S. Code Sec. 9601  et  seq.)
and/or  environmental  contamination  of  any  sort  at   or
emanating from the leased premises; and the presence of  any
underground storage tanks (or the contents thereof)  on  the
leased  premises;  and  (ii)  agree,  effective  as  of  the
Closing,  to  indemnify,  jointly  and  severally,  Landlord
against  and  hold Landlord harmless of and from  all  loss,
costs, claims, damages, charges, fines, liens, liability and
expense  (including, but not limited to,  consultant's  fees
and  attorneys' fees) arising from or in connection with any
of the Environmental Conditions.

21.  CASUALTY

    (A)    In  case  of  casualty  to  the  leased  premises
    resulting   in  damage  or  destruction,  Tenant   shall
    promptly   give  written  notice  thereof  to  Landlord.
    Tenant  shall,  to the extent of the insurance  proceeds
    received  by it from Landlord, restore, repair,  rebuild
    or  alter  the same as nearly as possible to the  value,
    condition   and  character  of  the  same  as   it   was
    immediately  prior  to such damage or destruction.  Such
    restorations,   repairs,  replacements,  rebuilding   or
    alternations shall be commenced promptly and  prosecuted
    with reasonable diligence, unavoidable delays excepted.

    (B)  All insurance money paid to Landlord on account  of
    such  damage or destruction, less the actual cost,  fees
    and  expenses,  if  any,  incurred  in  connection  with
    adjustment  of  the loss, shall be applied  by  Landlord
    (or  reimbursed to Tenant if Tenant has advanced  moneys
    pursuant  to Paragraph 21(A) hereof) to the  payment  of
    the  cost  of  the  aforesaid  demolition,  restoration,
    repairs,   replacement,   rebuilding   or   alterations,
    including  the  cost to Landlord of  those  repairs  for
    which,  under the terms of Paragraph 4, Landlord may  be
    liable  ("Structural Repairs"), the  cost  of  temporary
    repairs  or  for the protection of property pending  the
    completion    of    permanent   restoration,    repairs,
    replacements  rebuilding or alterations  (all  of  which
    Structural  Repairs,  temporary repairs,  protection  of
    property    and    permanent    restoration,    repairs,
    replacement,  rebuilding or alterations are  hereinafter
    collectively  referred  to as  the  "Restoration"),  and
    shall  be paid out from time to time as such Restoration
    progresses  pursuant to the terms of  the  Mortgage,  if
    applicable.

22.   ADDITIONAL  RENT In addition to the foregoing  minimum
rent,  all  other payments to be made by Tenant pursuant  to
the  terms  of  this Lease shall be deemed to be  and  shall
become additional rent hereunder whether or not the same  be
designated as such; and shall be due and payable  on  demand
or  together with the next succeeding installment  of  rent;
whichever  shall first occur together with interest  thereon
at  the then prevailing legal rate; and Landlord shall  have
the  same  remedies for failure to pay the  same  as  for  a
nonpayment  of rent. Landlord, at its election,  shall  have
the   right  to  pay  or  do  any  act  which  requires  the
expenditure of any sums of money by reason of the failure or
neglect  of Tenant to perform any of the provisions of  this
Lease,  and in the event Landlord shall at its election  pay
such  sums  or  do  such acts requiring the expenditures  of
moneys, Tenant agrees to pay Landlord, upon demand, all such
sums,  and  the  sum  so  paid by  Landlord,  together  with
interest  thereon, shall be deemed additional  rent  and  be
payable as such.

23.   LIENS  Should any mechanic's or other  lien  be  filed
against  the  leased premises or any part  thereof  for  any
reason whatsoever by reason of Tenant's acts or omissions or
because  of a claim against Tenant, Tenant shall  cause  the
same  to  be cancelled and discharged of record by  bond  or
otherwise within thirty (30) days after notice by Landlord.

24.   LIABILITY In addition to any other indemnity by Tenant
of Landlord herein, Tenant shall indemnify Landlord and save
it  harmless  from  suits, actions, damages,  liability  and
expense  in  connection with the loss  of  life,  bodily  or
personal  injury or property damage arising from or  out  of
the  use  or  occupancy of the leased premises or  any  part
thereof,  or  occasioned wholly or in part  by  any  act  or
omission  of  Tenant,  its  agents, contractors,  employees,
servants, invitees, licensees, or concessionaires.

25.   INVESTIGATION  AND REMEDIATION OF PRIOR  ENVIRONMENTAL
CONDITIONS

    (A)   EI,  without  cost  or expense  to  Tenant,  shall
    present,  either  prior  to or within  sixty  (60)  days
    after  the  date of execution of this Lease by  Landlord
    and  Tenant,  to the Attorney General of  the  State  of
    Connecticut  (the "Attorney General"),  with  copies  to
    Tenant  and  the Connecticut Department of Environmental
    Protection Hazardous Waste Management Unit (the  "DEP"),
    a  study  (the  "EI Study') regarding the  environmental
    condition  of  the  leased  premises  prepared  by   HRP
    Associates,    Inc.   ("HRP"),   or   other    reputable
    environmental   engineer  (the   "Other   Engineer').The
    February  1988  report  on  such  premises  prepared  by
    Goldman(the "Goldman Report'), which has been  furnished
    by  EI  to HRP or the Other Engineer, shall be furnished
    by  EI  to  the  Attorney General  and  the  DEP  as  an
    appendix  to the EI Study. EI shall furnish Tenant  with
    copies  of  the receipts issued by the Attorney  General
    and  the  DEP  acknowledging the furnishing  of  the  EI
    Study,  including  the Goldman Report,  to  them,  which
    copies   shall  be  furnished  promptly  following   the
    receipt of the EI Study by the Attorney General and  the
    DEP.  EI shall, without cost or expense to or obligation
    of   Tenant  (except  as  provided  in  Paragraph  25(C)
    hereof),  perform  such  further  investigation   and/or
    remedial  actions  (including  without  limitation,  the
    remediation  of  environmental  contamination   of   any
    sort-)  as  may  be  ordered or directed  judicially  or
    administratively  (after  right  to  appeal  shall  have
    lapsed)  or agreed to by EI with the DEP and  any  other
    governmental    authority    concerning    environmental
    contamination of the leased premises present thereon  at
    the  time of execution of this Lease; provided that  the
    degree,  extent  and  composition of such  environmental
    contamination shall have been reported in writing to  EI
    by  HRP, the Other Engineer, the Goldman Report,  or  is
    reported  by  Tenant's  Engineer  in  the  Environmental
    Report.  A  compliance  letter from  the  DEP  or  other
    governmental authority shall be compliance hereunder.

    (B)   EI further agrees that, upon the execution of this
    Lease  by  Landlord, without any further action  on  the
    part  of  EI, and except as provided in Paragraph  25(C)
    hereof,  EI  shall  indemnify Tenant  against  and  hold
    Tenant  harmless from all loss, costs, claims,  damages,
    charges,    fines,   liens,   liability   and    expense
    (including,  but not limited to, consultant's  fees  and
    attorneys'  fees) that may arise from  (i)  any  of  the
    environmental conditions as to which EI is obligated  to
    investigate  or  remediate pursuant to  Paragraph  25(A)
    hereof  and  (ii)  any breach by EI of  its  obligations
    under Paragraph 25(A) hereof.

    (C)    Tenant  acknowledges  that  investigation  and/or
    remediation  of environmental contamination may  require
    physical-    disturbance   of   the   leased   premises.
    Consequently,  and  notwithstanding  anything   to   the
    contrary  in this Lease or elsewhere, Tenant  agrees  to
    release  and discharge Landlord, EI and their employees,
    agents,   contractors,  consultants,  officers,   heirs,
    successors  and  assigns from any  and  all  claims  and
    liabilities  (other than arising from  their  negligence
    or   willful   misconduct)  resulting   from   temporary
    disruption   to  Tenant's  normal  use  of  the   leased
    premises  or  from physical disturbance  of  the  leased
    premises   arising   from   or   in   connection    with
    investigation   and/or  remediation   of   environmental
    contamination   of   the  leased   premises;   provided,
    however,  that  Landlord and EI  shall  use  their  best
    efforts to cause the leased premises to be restored,  as
    expeditiously as practicable, to a condition which  will
    permit  the  resumption of Tenant's normal  use  of  the
    leased   premises   and  provided,  further,   that   if
    investigation   and/or  remediation   of   environmental
    contamination  shall  require a  suspension  of  all  of
    Tenant's  operations at the leased  premises,  the  rent
    under  this Lease shall be abated and forgiven  for  the
    period of such suspension.



26.  ACCESS TO PREMISES

    (A)   Landlord and its authorized representatives  shall
    be   entitled   to   enter  the  leased   premises   for
    inspection,  repair,  compliance  with  laws  and   with
    Tenant's  obligations  hereunder,  and  (to  the  extent
    otherwise  permitted by this Lease) improvement  of  the
    leased  premises, and for the exhibition of said  leased
    premises  to  prospective mortgagees and to existing  or
    prospective tenants or purchasers. Any inspection by  or
    on   behalf   of  prospective  tenants  and  prospective
    purchasers, and to existing and prospective  tenants  or
    prospective purchasers, as the case may be, shall  occur
    only  during the six (6) months preceding the expiration
    of  this  Lease or the expiration of Tenant's option  to
    purchase the leased premises, as the case may be.

    (B)   Tenant  shall  permit  inspection  of  the  leased
    premises  by  any  federal, state, county  or  municipal
    officer  or  representative of Landlord to determine  if
    the  leased premises shall comply with any relevant  law
    or  are  in  need  of repair, correction,  addition,  or
    improvement.

27.  LANDLORD SIGNS Landlord shall be permitted to affix  to
any  outer wall or walls of the leased premises one or  more
"For Rent' or "For Sale" signs (or be fastened to a door  or
window),  but  only during the six (6) months preceding  the
expiration  of  this  Lease or the  expiration  of  Tenant's
option  to purchase the leased premises. Tenant agrees  that
such signs shall remain unmolested.

28.  RIGHT TO REPAIR OR REMEDIATE AND TO STORE EQUIPMENT

    (A)   Landlord shall be entitled to make any repairs  or
    perform  any work or construction mentioned in Paragraph
    26  or  27,  whether  such repairs  or  performance  are
    required  of  Landlord or Tenant by law or  this  Lease;
    provided,  however, that Landlord shall not unreasonably
    interfere  with  Tenant's use of  the  leased  premises.
    Landlord  and EI shall also have the right to enter  the
    leased   premises   to   perform  investigation   and/or
    remedial  actions  with  respect  to  any  environmental
    contamination related to the leased premises,  including
    but  not  limited to that investigation and/or  remedial
    actions,   if   any,   required  of   Tenant   or   Park
    Electrochemical  Corp. pursuant  to  Paragraph  29,  (if
    Tenant  or Park Electrochemical Corp. shall have  failed
    to  perform its obligations thereunder). Such repairs or
    other performance, if made by Landlord or EI, shall  not
    constitute  a  waiver by Landlord or EI  of  M  Tenant's
    default   in  failing  to  perform  the  same  or   (ii)
    Landlord's  or EI's right to payment therefor,  as  such
    event  of  default or right of payment may be set  forth
    elsewhere in this Lease.

    (B)   During  the  course of any repair,  investigation,
    remediation, work or construction which the Landlord  or
    EI  is  other-wise  entitled to perform  in  the  leased
    premises,   Landlord  or  EI  may  store   therein   all
    necessary  materials, tools, supplies and equipment.  No
    inconvenience,   annoyance,   disturbance,    loss    of
    business,  or  other damage suffered by  Tenant  or  any
    subtenant by reason of such repairs, remediation,  work,
    or  construction, or storage of materials, shall, unless
    constituting    negligence   or   willful    misconduct,
    constitute  an  element  of an  actual  or  constructive
    eviction  of  Tenant,  or result  in  any  liability  of
    Landlord or EI, and the obligations of the Tenant  under
    this Lease shall not be affected thereby.

    (C)   Any  right given Landlord or EI by this  paragraph
    to  enter the leased premises shall be exercised, to the
    extent  practicable and permitted by  law,  only  during
    ordinary  business  hours,  and  subject  to  reasonable
    advance   notification  and  the   Tenant's   reasonable
    security   precautions;  except   that   if   there   is
    reasonable ground to believe an emergency exists  or  is
    threatened,  Landlord or EI shall be  entitled  to  take
    such  actions and to proceed at such times that Landlord
    or EI shall deem appropriate.

    (D)  Except as otherwise provided herein, the rights  of
    Landlord or EI given or mentioned in this paragraph do not
    impose, nor does Landlord or EI assume by reason thereof,
    any responsibility for the care, maintenance or supervision
    of the leased premises, or any part thereof.

29.  MAINTENANCE OF LEASED PREMISES IN ENVIRONMENTALLY CLEAN
CONDITION

    (A)   Subject  to  the  provisions of  Paragraph  29(C),
    below:  (i) Tenant and Park Electrochemical Corp.  will,
    at  their cost and expense, promptly comply with any and
    all  state,  federal or local laws, regulations,  rules,
    standards,  guidelines, ordinances, orders,  agreements,
    or  any such authority, (all, the "Regulations'),  which
    regulate  or  protect  or  in any  way  pertain  to  the
    environment  or to human health or to human safety,  or,
    without  limiting the foregoing, to underground  storage
    tanks,  hazardous wastes, or hazardous substances  (all,
    the  "Environmental matters"), and which  relate  to  or
    affect  the leased premises after the date of  execution
    of  this  Lease. Without limiting the foregoing,  Tenant
    agrees  to  (and  Park Electrochemical Corp.  agrees  to
    cause  Tenant  to)  comply with any and  all  applicable
    Regulations  which  in  any  way  pertain  to   Tenant's
    generation,  recycling,  reclaiming,  reusing,  storage,
    handling,  treatment,  transportation,  or  disposal  of
    "Hazardous  Substances" (as defined in  42  U.S.C.  Sec.
    9602  et seg.), "Hazardous Wastes' (as defined in  Conn.
    Gen.  Stat. (Sec. 22a-115), or oil or petroleum products
    after  the date of execution of this Lease; (ii)  Tenant
    agrees  to  (and  Park Electrochemical Corp.  agrees  to
    cause  Tenant  to)  timely deliver  to  the  appropriate
    persons  and  authorities, at  Tenant's  sole  cost  and
    expense,  such declaration, certification, and/or  other
    representation   as   may  be   required   pursuant   to
    Connecticut  General Statutes Section 22a-134  et  seg.,
    as  may  be  hereafter amended, in connection  with  any
    transfer of ownership of the Tenant's operations  or  of
    the  leased  premises during the Term of this  Lease  as
    the  same may be extended, as well as at the end of said
    Term  or  at any other time that the Tenant vacates  the
    leased  premises for any reason; (iii)Tenant  agrees  to
    (and  Park Electrochemical Corp. agrees to cause  Tenant
    to)  install, (subject to the Landlord's approval, which
    shall  not be unreasonably withheld), any and all under-
    ground  storage  tanks and/or underground  storage  tank
    systems   (both  'USTs')  on  the  leased  premises   in
    accordance  and  compliance with any and all  applicable
    Regulations,  and to use, maintain and  remove  any  and
    all  USTs  on  the  leased premises  in  accordance  and
    compliance with any and all applicable
    Regulations;   (iv)   Tenant   agrees   to   (and   Park
    Electrochemical  Corp. agrees to cause Tenant  to)  take
    any  and all steps necessary whenever required to do  so
    pursuant to the foregoing (or at the Landlord's  written
    request)  to promptly respond, remove, remedy, mitigate,
    or   otherwise   abate  the  existence   or   threatened
    existence  of any Hazardous Waste, Hazardous  Substance,
    or  oil  or  petroleum Spill or Release,  or  any  other
    environmental  contamination (all,  'Contamination")  of
    or  from the leased premises after the date of execution
    of  this  Lease;  and  (v) Tenant agrees  to  (and  Park
    Electrochemical  Corp. agrees to cause Tenant  to)  send
    to  Landlord  copies  of any and all materials  received
    and/or  sent  by  Tenant  to or  from  any  governmental
    authority  which pertain in any way to any environmental
    matter  or  any  Hazardous Substance,  Hazardous  Waste,
    Spill, or Release affecting the leased premises.

    (B)   Subject  to  the  provisions of  Paragraph  29(C),
    below,  Tenant  and Park Electrochemical Corp.,  jointly
    and  severally,  agree  to indemnify  against  and  hold
    harmless  the  Landlord from any  and  all  obligations,
    losses,  costs, claims, damages, charges,  fines  liens,
    liabilities   and   expenses  (including   environmental
    consultant's  fees  and/or attorneys'  fees)  under  the
    Federal Resource Conservation and Recovery Act, 42  U.S.
    Code  Section  6901  et seg., the Federal  Comprehensive
    Environmental Response, Compensation and Liability  Act,
    42  U.S. Code Section 9601 et seq., Chapter 446K of  the
    Connecticut   General  Statutes,  or  other   applicable
    federal,  state or local laws, regulations,  ordinances,
    orders  or regulations either related to waste disposal,
    and/or  related to environmental protection with respect
    to  hazardous,  toxic,  or  other  wastes  generated  or
    produced   at-  and/or  transported  from   the   leased
    premises  during the term of this Lease, and/or  related
    to  environmental protection with respect to  conditions
    created, events occurring or discharges made during  the
    term of this Lease.

    (C)   Notwithstanding anything contained  in  Paragraphs
    29(A)  or (B), above, the Tenant shall not be liable  or
    otherwise   responsible   for   the   liabilities    and
    obligations  allocated  to  EI  pursuant  to  Paragraphs
    25(A) and/or 25(B) of this Lease.

30.    APPROVAL  OF  LANDLORD  FOR  STOCKPILING  OF  CERTAIN
MATERIALS

      The  Tenant further agrees that Tenant will  not  (and
Park  Electrochemical  Corp.  will  cause  Tenant  not   to)
generate,  handle, transport, use recycle or store materials
that constitute or contain Hazardous Substances or Hazardous
Wastes,   oil  or  petroleum  products,  or  other  chemical
liquids,  solids  or  gases except in  accordance  with  all
applicable     management     and     other     regulations,
laws,.standards,   ordinances,   orders   and    agreements,
including  but not limited to Chapters 445 and 446K  of  the
Conn.  Gen.  Statutes  or  other performance  standards  for
management of Hazardous Waste on or after the effective date
of  this  Lease  that  may be required  pursuant  to  Leslie
Carothers, Commissioner v. U.S, Prolam, Cv 88-03400946.






IN  WITNESS WHEREOF, Landlord and Tenant have executed  this
Lease on the day and year above written.


Signed, Sealed and Delivered
in the presence of

__________________________
Geoffrey Etherington, II



_____________________________
USP COMPOSITES, INC.

By:/s/Andrew M. Esposito
   President





The undersigned does hereby accept
and confirm the obligation of
the undersigned as provided in
Paragraphs 25(A), @5(B), 25(C)
and 28 of this Lease:


ETHERINGTON INDUSTRIES, INC.

By:/s/-----------------------
    President


The undersigned does hereby
accept and confirm the ob-
ligation of the undersigned
as provided in Paragraphs
20(D), 28(A), 29 and 30:

PARK ELECTROCHEMICAL CORP.


By:/s/Harry Linzer
      Vice President & Secretary











                         SCHEDULE A


                   PERMITTED ENCUMBRANCES

Permitted Encumbrances are those matters described in  pages
2-3  of  Schedule  A  of the attached Commitment  for  Title
Insurance  No.  CN15505  issued  by  First  American   Title
Insurance Company, with an effective date of April 7,  1988,
(the  "Commitment"),  and the following  matters  listed  on
Schedule B of the Commitment: Items 1, 2, (but only as to an
accurate survey made as of April 15, 1988), 7, 12,  13,  14,
17, 18, 19, 20, 21, 22, 23, and 24; and

Taxes due to the City of Waterbury; and

Water and sewer use charges; and

Fire service charges.







































Form 548 (9/73) Commitment    Policy CN-15505

                   COMMITMENT FOR TITLE INSURANCE
                              ISSUED BY

           First American Title Insurance Company

      FIRST  AMERICAN TITLE INSURANCE COMPANY, herein called
the  Company, for valuable consideration, hereby commits  to
issue  its  Policy  or  policies  of  title  insurance.   as
identified  in Schedule A, in favor of the proposed  Insured
named  in Schedule A, as owner or mortgagee of the ovate  or
interest covered hereby In the land described or referred to
in  Schedule  A.  upon payment of the premiums  and  charges
therefor; all subject to the provisions of Schedules A and B
and to the Conditions and Stipulations hereof.

      This  Commitment  shall be off active  only  when  the
identity  of  the  proposed Insured and the  amount  of  the
policy  or  policies  committed for  haw  been  inserted  in
Schedule A hereof by the Company, either at the time of  the
issuance of this Commitment or by subsequent endorsement.

      This Commitment is preliminary to the issuance of such
policy or policies of title insurance and all liability  and
obligations  hereunder  shall cease and  terminate  six  (6)
months after the effective date hereof or when the policy or
policies committed for shall issue, whichever first  occurs,
provided  that the failure to issue such policy or  policies
is  not the fault of the Company. This Commitment shall  not
be  valid  or  binding until countersigned by an  authorized
officer or agent.

IN  WITNESS  WHEREOF, the Company has caused this Commitment
to  be signed and sealed, to become valid when countersigned
by  an  authorized officer or agent of the Company.  all  in
accordance with its By-Laws. This Commitment Is effective as
of the date shown in Schedule A as "Effective Date."


First American Title Insurance Company


By_________________________ President


By_________________________ Secretary


By_________________________ Countersigned











                         SCHEDULE A

Commitment No. CN-15505

1.  Effective Date: April 7, 1988 at 9;00 A.M.

2.  Policy or Policies to be issued:
    ALTA Owner's Policy
    Proposed Insured:USP Composites, Inc.
    Amount: $3,200,000.00

    ALTA Loan Policy
    Proposed Insured:
    Amount:$

    Proposed Insured:
    Amount:$

3.  The estate or interest in the land described or referred
to  in this Commitment and covered herein is fee simple  and
title thereto is at the effective date hereof vested in:

Geoffrey Etherington, II


4.  The land referred to in this Commitment is located at:

    Address:
    City/Town: Waterbury
    County:    Now Haven
    State of Connecticut

and is further described in SCHEDULE A attached.

NOTE:     UNLESS A SPECIFIC AMOUNT OF INSURANCE IS STATED ON
THIS  SCHEDULE  A,  OR SET FORTH IN AN ENDORSEMENT  TO  THIS
COMMITMENT  THE  LIABILITY OF THE COMPANY SHALL  NOT  EXCEED
$1..000.

THIS  COMMITMENT  IS  ISSUED  SOLELY  FOR  THE  PURPOSE   OF
FACILITATING THE ISSUANCE OF A POLICY OR POLICIES  OF  TITLE
INSURANCE  BY  FIRST AMERICAN TITLE INSURANCE COMPANY#J  AND
THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE TERMS OF ITS
POLICY OR POLICIES.















                             SCHEDULE A


A   certain  place  or  parcel  of  land  situated  on   the
northwesterly  aide of East Aurora Street and  the  easterly
side  of  land  now  or  formerly of the  Penn  Central  Co.
(Watertown Branch), in the City of Waterbury, County of  New
Haven  and  State of Connecticut, bounded and  described  as
follows:

Beginning  at  a  point in the northwesterly  line  of  Cast
Aurora  Street and the easterly line of land now or formerly
of  the Penn Central Co., being the southwesterly corner  of
the  within described land, thence running northeasterly  in
the  northwesterly  line of East Aurora Street  481.59  felt
thence.  running-northerly  at  right  angles  to  the  last
described  line  12.46  feet to a  point  of  curve,  thence
running  northerly in a line curving to the right  having  a
radius  of  375.00 feet and a central angle  of  350  001  a
distance  of  229.07 feet to the point of tangency,  thence,
running  northerly  and  tangent to the  curve  92.47  feet,
thence  making  an interior angle of 894 541 with  the  last
described line and running westerly 321.00 foot to land  now
or  formerly  of  the Penn Central Cor,;  thence  making  an
interior  angle of 899 57' 30' with the I&at described  line
and  running southerly in the easterly line of land  now  or
formerly of the Penn Central Co., 593.44 feet to East Aurora
Street  and  the point of beginning the last described  line
making  an  interior angle, of 55' 08' 30'  with  the  first
described line. Bounded;

Northerly  by  land  now or formerly of The  Bristol  Flowed
Casket Company;

EASTERLY by land now or formerly of Harold Stein, Trustee;

SOUTHEASTERLY by East Aurora Street: and

WESTERLY  by  land now or formerly of the Penn  Central  Co.
(Watertown Branch).

Said promises are more particularly shown on a map entitled:
'Map  of  Land of Geoffrey Etheringtons XI Waterbury,  Conn.
The  A.J. Patton Co. Surveyor, Waterbury, Conn, Nov. 51 1980
scaler  11&201 Rev.  May 12, 1961' which map  was  filed  on
June 22, 1981 with the, Town Clerk of Waterbury, Drawer  XI,
Page 53.

Together  with  and  subject to rights and  agreements  with
respect  to a 20 foot right of way running north  from  East
Aurora  Street  an  net forth in deeds  from  Peter  Marcuse
Trustee  to Cellular Industries Incorporated dated  June  1,
1967  recorded in Volume 911, Page 605 of the Waterbury Land
Records; Harold Stein Trustee dated June 1, 1967 recorded In
Volume 911, Page 629 of the Waterbury Land Records, and  The
Bristol Flowed Gasket Company dated June l, 1967 recorded in
Volume 911, Page 629 of the Waterbury Land Records.

Together  also  with  the rights, if  any,  In  and  to  the
agreements set forth in the aforementioned deeds recorded in
Volume  911,  pages 605, 621 and 629 of the  Waterbury  Land
Records, and in deeds recorded in Volume 911, Pages 608  and
627 of the Waterbury land Records.

Being  the  same premises described in a warranty deed  from
The   Fairmont  Corporation  of  Connecticut   to   Geoffrey
Etherington II dated July 24, 1980 recorded in Volume  1456,
page 284 of the Waterbury Land Records.4
SCHEDULE B
EXCEPTIONS

Commitment No. CN-15505

    PROVIDED THE PROPER INSTRUMENT(S) CREATING THE ESTATE(S)
OR INTEREST($) TO BE INSURED MUST BE EXECUTED AND DULY FILED
FOR RECORD;

The  policy or policies to be issued will contain  exception
to  the  following unless the same are disposed  of  to  the
satisfaction of the Company:

1.  Rights of tenants and parties in possession.

2.   Any state of facts which an accurate survey or personal
inspection of the premises would disclose.

3.   Any  lien,  or. right to lien, for services,  labor  or
materials theretofore or hereafter furnished, imposed by law
and not shown by the public record.

4.   Defects, liens, encumbrances, adverse claims  or  other
matters,  if  any, created, first appearing  in  the  public
record  or attaching subsequent to the effective date hereof
but  prior  to  the  date the proposed insured  acquires  of
record,  for  value,  the  estate or  interest  or  mortgage
thereon covered by this commitment.

5.   Taxes on the List of October 1, 1987, not yet  due  and
payable,  and taxes for prior list years as may be  due  the
City of Waterbury.

6.   Water and sewer use charges, now or hereafter  due  and
payable.

7.  Such Assessments as may be due the City of Waterbury.

8.   Open End Mortgage, $5,000,000.00, Geoffrey Etherington,
II  to  Connecticut Development Authority  dated  April  30,
1985, recorded in Volume 1766,Page 131. Assigned to Colonial
Bank  by  instrument  dated April 29,1985  and  recorded  in
Volume 1767,Page 1 of the Waterbury Land Records.

9.   Open End Mortgage, $5,277,397.00, Geoffrey Etherington,
II  to  the  First National Bank of Boston dated  April  30,
1985, recorded in Volume 1767, Page 2 of the Waterbury  Land
Records.

10.   UCC-1  Financing  Statement,  U.S.  Prolam,  Inc.   to
Connecticut Development Authority recorded April 30, 1985 in
Volume 1767, Page 92. Assigned by UCC-2 to Colonial Bank  on
April  30,  1985 in Volume 1767 at Page 95 of the  Waterbury
Land Records.

11.   UCC-1  Financing Statement, U.S. Prolam, Inc.  to  The
First  National Bank of Boston recorded April  30,  1985  in
Volume 1767, Page 98 of the Waterbury Land Records.

12.   UCC-1  Financing Statement and Assignment, U.S.Prolan,
Inc.  to  Air Compressor Engineering Co., Inc., assigned  to
Ingersoll-Rand  Financial Corp. recorded July  22,  1987  in
Volume 2124, Page 121 of the Waterbury Land Records.

13.  Notice  of Air Compliance Order, U.S. Prolam,  Inc.  to
Connecticut  Department  of Environmental  Protection  dated
August  25, 1987, recorded in Volume 2150, Page 315  of  the
Waterbury Land Records.

14.  Notice  of Air Compliance Order, U.S. Prolam,  Inc.  to
Connecticut  Department  of Environmental  Protection  dated
August  25, 1987, recorded in Volume 2150, Page 316  of  the
Waterbury Land Records.

15.   Attachment,  $6,500.00, U.S.Prolam,  Inc.,  et  al  to
Carmine and Theresa Capozzi d/b/a The Floor Store dated  and
recorded September 25, 1987 in Volume 2161, Page 316 of  the
Waterbury Land Records.

16.   The lien for current fire service charges, not yet due
and payable.

17.  Building lines: 5 foot setback from street established.
Volume  1,  Page  460  of the Waterbury Building  Lines  and
Assessments.

18.   Slope  rights established - benefits and damage  equal
Volume 2 Page 268 of the Waterbury Land Records.

19.   A pole license from the Waterbury Tool Company to  The
Connecticut  Light  and Power Company  dated  May  31,  1940
recorded  in  Volume  504 Page 263  of  the  Waterbury  Land
Records.

20.   An easement from Cellular Industries, Incorporated  to
The  Connecticut  Light and Power Company dated  August  29,
1967  and  recorded in Volume 917 Page 211 of the  Waterbury
Land Records.

21.   A  right  of way over a ten foot strip of the  subject
premises along the easterly boundary, being part of a twenty
foot  right  of way, as granted in deeds from Peter  Marcuse
Trustee to Harold Stein, Trustee dated June 1, 1967 recorded
in  Volume 911 at Page 621 of said Land Records and  to  The
Bristol Flowed Gasket Company dated June 1,1967 recorded  in
Volume 911 Page 629 of said Land Records, which right of way
is  to  be kept open and unobstructed. Said Right of way  is
reserved  in a deed from Peter Marcuse, Trustee to  Cellular
Industries, incorporated dated June 1, 1967 and recorded  in
Volume 911 at Page 605 of the said Land Records.

22.   The obligation of a joint maintenance of a twenty foot
right  of  way  as  described in deeds from  Peter  Marcuse,
Trustee  to  Harold  Stein,,  Trustee  (dated  June   1,1967
recorded in Volume 911.

Page  621 of said Land Records), from Peter Marcuse  Trustee
to  The  Bristol Flowed Gasket Company dated  June  1,  1967
recorded  in  Volume 911 Page 629 of the said Land  Records,
and  from  Peter  Marcuse, Trustee  to  Cellular  Industries
Incorporated  (the  instant  premises)  dated  June   1,1967
recorded in Volume 911 at Page 605 of the said Land  Records
in the ratio of 4:4:3 as to the owners of plants 1, 2 and  3
respectively.

23.  A possible encroachment of a building of plant no. 2 on
the twenty foot right of way described above.

24.   Agreements contained in deeds above described recorded
in  Volume 911 Pages 605, 608, 621, 627 and 629 of the  said
Land Records.


25.   Mortgage  from Geoffrey Etherington IT to  Connecticut
Development Authority in the principal amount of $850,000.00
dated June 19, 1981 recorded in Volume 1509 Page 199 of  the
said Land Records.

26.   Collateral  Assignment  of  Leases  and  Rentals  from
Geoffrey   Etherington.   II  to   Connecticut   Development
Authority ' dated June 19, 1981 recorded in Volume  1509  at
Page 219 of the said Land Records.

27.   Financing statement from U.S. Prolam. to Colonial Bank
recorded n April 26, 1985, Doc. No. 680572.

NOTE:   A mortgage from Geoffrey Etherington 11 to The First
National   Bank  of  Boston  in  the  principal  amount   of
$5,277,397  dated April 30, 1985 was recorded in  said  Land
Records.  Under the terms of Section l(b) of  said  mortgage
(exception  #9),  and  Section  l(B)  of  the  mortgage   in
Exception  #8,  both  mortgages are  deemed  to  have  equal
priority of lien with the other, and shall be in pari passu.








































COMMITMENT

Conditions and Stipulations

1.   The  term  "mortgage." when used herein, shall  include
deed of trust, trust deed, or other security instrument.

2.  If the proposed Insured has or acquires actual knowledge
of  any  defect, lien, encumbrance, adverse claim  or  other
matter  affecting the estate or interest or mortgage thereon
covered  by  this  Commitment  other  than  those  shown  in
Schedule 8 hereof, and shall fail to disclose such knowledge
to  the  Company in writing, the Company shall  be  relieved
from liability for any less or damage resulting from any act
of reliance hereunto the extent the Company Is prejudiced by
failure  to  so  disclose such knowledge,  If  the  proposed
Insured shall disclose such knowledge to the Company, or  if
the  Company otherwise acquires actual knowledge of any such
defect,  lien,  encumbrance, adverse claim or other  matter,
the  Company  at  its option may amend Schedule  8  of  this
Commitment accordingly, but such amendment shall not relieve
the  Company from liability previously incurred pursuant  to
paragraph 3 of than Conditions and Stipulations.

3.   Liability of the Company under this Commitment  "II  be
only to the named proposed Insured and such parties included
under  the  definition of Insured in the form of  policy  or
policies committed for and only for actual loss incurred  In
reliance  hereon in undertaking in good faith (a) to  comply
with the requirements hereof, or (b) to eliminate exceptions
shown  in Schedule 8, or (c) to acquire or create the estate
of   interest   or  mortgage  thereon    covered   by   this
Commitment.  In  no  event shall such liability  exceed  the
amount  stated  in  Schedule A for the  policy  or  policies
committed for and such liability is subject to the  Insuring
provisions, exclusion from coverage, and the Conditions  and
Stipulations  of  the form of policy or  policies  committed
for  in  favor  of  the proposed Insured  which  are  hereby
incorporated  by  reference and are  made  a  part  of  this
Commitment except as expressly modified herein.

4.   Any  claim of loss or damage, whether or not  based  on
negligence, and which arises out of the status of the  title
to  the  estate  or  interest or the  lien  of  the  insured
mortgage covered hereby or any action asserting such  claim,
shall  be  restricted to the provisions and  conditions  and
stipulations of this Commitment.



[Exhibits-02-10.07]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>15
<FILENAME>ex1007a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.07(a)


                     Amendment to Lease
                   (5-Year Term & Option)

      AMENDMENT to Indenture dated as of April 15, 1988 (the
"Lease")  between  GEOFFREY  ETHERINGTON  II,  of  Tequesta,
Florida  (the  "Landlord"), and FIBERCOTE  INDUSTRIES,  INC.
(formerly known as USP Composites, Inc. (the "Tenant").

      WHEREAS, the Landlord and the Tenant desire to provide
for  the  extension of the term of the Lease for up  to  ten
years as hereinafter set forth;

      NOW  THEREFORE, the parties hereto agree to amend  the
Lease as follows:

1.    Extension of Term.  The Term of the Lease (the "Term")
  shall  be extended for a five year period from January  1,
  1993 through December 31, 1997. In addition the Tenant shall
  have  the right to extend the Term for one additional five
  year term through December 21, 2002 by written notice to the
  Landlord no later than June 30, 1997. The provisions of the
  Lease providing for a five year extension of the Term shall
  be deemed superseded and replaced by this Section 1.

2.   Rent.
  (a)  The rent for the "leased premises" (as defined in the
     Lease) from January 1, 1993 through December 31, 1995 shall
     be $175,380.00 per annum, payable to the Landlord in equal
     monthly installments of $14,615.00, in advance, without
     notice, on the first day of each month.

  (b)  The rent for the "leased premises" from January 1, 1996
     through December 31, 1997 for the periods indicated below
     shall be an amount equal to the rent payable during the
     prior year increased by a percentage equal to the percentage
     increase, if any, in the "consumer price index" for the
     United States during such prior year; provided that in no
     event shall the rent be increased for any such period by
     more  than the percentage indicated below over the rent
     payable in the prior year:

          Period              Max. % Increase
          1/1-12/31/96             3%
          1/1-12/31/97             4%

  (c)  In the event that the Tenant shall exercise its right
     to  extend the Term for five years from January 1, 1998
     through December 31, 2002, the rent payable during each year
     of any such extension shall be an amount equal to the rent
     payable during the prior year increased by a percentage
     equal to the percentage increase, if any, in the "consumer
     price index" for the United States during such prior year.

  (d)   For  the purposes hereof the "consumer price  index"
     shall be the "consumer price index" as published in the Wall
     Street Journal. During any period that the rent hereunder
     shall be determined by the "consumer price index" (subject
     to any applicabble maximum increase), the rent shall be
     payable in twelve equal monthly installments, in advance, on
     the first of each month; provided that if the "consumer
     price index" for the end of the prior year is not available
     as of the commencement of any such period the Tenant shall
     make monthly payments of rent equal to those made in the
     prior year until such "consumer price index" is available
     and  the  increased rent is determined. Following  such
     determination, the Tenant shall immediately pay to  the
     Landlord the difference between the rent actually  paid
     during such period and the increased rent payable from the
     commencement  of such period through the  date  of  the
     determination of such increased rent.

3.   Option to Purchase.

  (a)  The provisions of Section 20(A) of the Lease shall be
     amended by deleting the date "December 31, 1992" from the
     first sentence thereof and substituting in place thereof the
     following:

    December 31, 1995

  (b)  The provisions of Section 20(A) of the Lease shall be
     further  amended by deleting in its entirety the  third
     sentence  thereof  and substituting in  its  place  the
     following:

     The   option  price  shall  be  $2,250,000  if   Tenant
     exercises said option on or before December 31, 1995.

4.   Obligations of EI and Park.

  (a)  By their consent hereto, Etherington Industries, Inc.
     and Park Electrochemical Corp. ("Park") agree to remain
     bound  under the Lease, as amended hereby to the extend
     provided in the Lease.

  (b)  Notwithstanding anything to the contrary herein or in
     the Lease, a certain Asset Purchase Agreement between U.S.
     Prolam, Inc. and the Tenant dated as of April 15, 1988, as
     amended (the "Asset Purchase Agreement"), or Park's guaranty
     of Tenant's obligations under the Asset Purchase Agreement,
     Park  shall  not be deemed to have guaranteed  Tenant's
     obligations under the Lease, as amended hereby, although
     Park shall remain obligated under Sections 20(D), 28 (A), 29
     and 30 of the Lease to the extent provided therein.

5.   Miscennaneous.

  (a)  Except as specifically amended hereby all other terms
   and provisions of the Lease shall remain in full force and
   effect without modification, change or amendment and  the
   Lease shall be deemed amended, renewed and extended hereby.

  (b)  The extension of the term of the Lease effected hereby,
   and  any  additional extension subsequently  obtained  in
   accordance herewith, shall for the purposes hereof and the
   Lease be deemed a "renewal term" a "renewal term" and  an
   "extended term".

  (c)  This instrument and the Lease shall be governed by and
   construed under the laws of the State of Connecticut. The
   parties  hereto and the persons consenting hereto  hereby
   consent to the jurisdiction of and service of process by the
   courts of the State of Connecticut in any action brought in
   connection with this instrument of the Lease.

  IN  WITNESS  WHEREOF, the undersigned have  executed  this
  Amendment as of this 21st day of December 1992.


FIBERCOTE INDUSTRIES, INC.


By:/s/Allen Levine
Its:  Treasurer



/s/Geoffrey Etherington II
(GEOFFREY ETHERINGTON II)


Consent to as of this 21st day
of December 1992

ETHERINGTON INDUSTRIES, INC.

By:/s/ G. Etherington
Its:   President

U.S. PROLAM, INC.

By:/s/Andrew M. Esposito, Jr.
Its:  CEO

PARK ELECTROCHEMICAL CORP.

By:/s/Allen Levine
Its:  Vice President



[Exhibits-02-10.07a]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>16
<FILENAME>ex1008.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.08



                           LEASE


   THIS INDENTURE, made this 31 day of August, A.D. 1989, by
and   between  Cemanudi  Associates,  an  Illinois   Limited
Partnership, (hereinafter, for convenience, referred  to  as
the  "Lessor"),  and Nelco Technology, Inc.,  a  corporation
organized and  existing by and pursuant to the laws  of  the
state of Arizona, (hereinafter, for convenience, referred to
as the "Lessee").

                        WITNESSETH:

                         ARTICLE I

THE LEASED PREMISES,
FIXTURES AND EQUIPMENT:

   SEC. 101.  THE LEASED PREMISES.  That the Lessor, for and
in consideration of TEN DOLLARS ($10.00), to it in hand paid
by  the  Lessee, the receipt whereof is hereby acknowledged;
and   in   consideration  of  the  agreements,   conditions,
covenants and obligations to be kept, fulfilled, observed or
performed  by the Lessee, does hereby demise and lease,  and
the Lessee does hereby take and rent from the Lessor, in "As
Is"   condition  and  upon  the  terms  herein  set   forth,
approximately 38,311 square feet of land, more  specifically
described  on Exhibit "A" attached hereto, which Exhibit  is
by  this  reference expressly made a part  hereof,  together
with  a  building  located thereon containing  approximately
13,995  square  feet  (the  "Building")  and  including  all
easements,     improvements,    tenements,    appurtenances,
hereditaments,  fixtures,  rights  and  privileges   thereto
belonging,  or  in any way appertaining and subject  to  any
restrictions, easements and encroachments and to any  zoning
ordinances,  laws,  rules  or  regulations  of  any   Public
Authority,  now  or  hereafter in  effect,  relating  to  or
affecting   the   Demised   Premises;   including,   without
limitation, all those indicated on Exhibit "A".

    The  Demised  Premises are commonly known as  1104  West
Geneva Drive, Tempe, Arizona 85282.

    SEC.  102:1.     BUILDING FIXTURES AND  EQUIPMENT.   All
fixtures, machinery and equipment which are necessary to the
general  operation and maintenance of the  Demised  Premises
and  which  are now in the Demised Premises,  shall  be  the
property  of  the  Lessor, whether owned by  Lessor  at  the
commencement of the term, subsequently purchased by  Lessor,
or  purchased by Lessee in accordance with the provisions of
this  Lease.  Without in any way limiting the generality  of
the   aforegoing,   all  electric  power  panels,   lighting
fixtures,  plumbing, heating and air-conditioning  equipment
presently   located  in  the  Demised  Premises   shall   be
considered   necessary   to  the   general   operation   and
maintenance of the Demised Premises.

     SEC.   102:2.     TRADE  FIXTURES.   Only  those  trade
fixtures,  machinery,  non-structural partitions  and  other
equipment and items which are supplied, installed  and  used
by  Lessee in the conduct of its business, including process
machinery and equipment, process piping and process electric
switch  gear  (other than replacement of building  equipment
referred   to  above),  which  may  hereafter  be  installed
therein, shall be the property of Lessee and may be  removed
by  Lessee at any time prior to or upon termination  of  the
Lease,  whether by lapse of time or otherwise; provided  the
Lessee  is not, at any such time, in default of any  of  the
terms or conditions of this Lease.  Lessee shall remove,  on
demand  by Lessor and at Lessee's expense, any and all  such
items at the termination of the Lease term, whether by lapse
of  time or otherwise, and repair any damage caused by  such
removal,  restoring the Demised Premises to their  condition
prior to the installation of all such items or any of them.


    SEC. 103. "DEMISED PREMISES" and 'IMPROVEMENTS" DEFINED.
"Demised  Premises" shall mean the real estate described  in
Exhibit "A" and shall include any and all Improvements,  now
or hereafter, located or constructed thereon.

    "Improvements" shall mean all buildings  and  all  other
improvements,  (except for Lessee's trade fixtures)  now  or
hereafter  located  or constructed on the Demised  Premises,
including, without limitation, the Building, fixtures, other
structures  and  equipment on such premises  which  are  the
property of Lessor as above described in Sec. 102:1.


                         ARTICLE 2

TERM POSSESSION:

    SEC.  201. TERM.  The term of this Lease shall be for  a
period  of Five (5) years commencing upon September 1,  1989
and  ending  at  midnight August 31,  1994  subject  to  the
further provisions of this Lease.

    SEC.  202.  HOLD-OVER TENANCY.  In the event the  Lessee
remains  in  possession of the Demised  Premises  after  the
expiration  of  the  term of this Lease,  or  any  extension
hereof, without written consent of Lessor, the Lessee  shall
then be obligated to pay double the rate of the then current
annual  rent  as set forth herein, in equal installments  on
the  first  day of each calendar month, for so long  as  the
Lessor  is  willfully kept out of possession of the  Demised
Premises.   No  such  payment, nor the  acceptance  thereof,
shall in any way constitute a waiver of the rights of Lessor
to  dispossess  the  Lessee and recover  possession  of  the
Demised  Premises  and  the just and former  estate  of  the
Lessor  and  to  bring  any action for damages  suffered  by
Lessor  on  account  of  Lessee's  failure  to  vacate   the
Premises.

    Notwithstanding the foregoing, in the event there  is  a
dispute  as  to  the  "Market  Rental",  as  such  term   is
hereinafter defined, or if such "Market Rental" has not been
determined  prior  to  the  time within  which  Lessee  must
exercise  its  second  option  to  extend,  as  provided  in
Schedule 3, Lessee may elect to extend the then term of this
Lease  one  (1)  additional month  on  the  same  terms  and
conditions and at the same rental as Lessee is then  paying,
by  notifying  Lessor of such election not less  than  sixty
(60) days prior to the expiration of the Lease.


                         ARTICLE 3

RENTAL:

    SEC.  301.   RENTAL.   The Lessee hereby  covenants  and
agrees with the Lessor, as follows:

    The  following terms shall have the following respective
meanings for the purpose of this lease:

   (a)  Consumer  Price  Index.  The  term  "Consumer  Price
   Index  means  the United States All Items Consumer  Price
   Index  (1982-1984=100), All Urban  Consumer  Section,  as
   published  by  the  United States  Department  of  Labor,
   Bureau  of Labor Statistics.  If the manner in which  the
   Consumer  Price  Index is determined  by  the  Bureau  of
   Labor   Statistics   shall   be  substantially   revised,
   including without limitation, a change in the base  index
   year,  an  adjustment shall be made  by  Lessor  in  such
   revised index which would produce results equivalent,  as
   nearly  as  possible,  to those  which  would  have  been
   obtained  if  such Consumer Price Index had not  been  so
   revised.   If  the  Consumer  Price  Index  shall  become
   unavailable   to   the  public  because  publication   is
   discontinued, or otherwise, or if equivalent data is  not
   readily   available  to  enable  Lessor   to   make   the
   adjustment  referred to in the preceding  sentence,  then
   Lessor will substitute therefor a comparable index  based
   upon  changes  in the cost of living or purchasing  power
   of   the   consumer  dollar  published   by   any   other
   governmental  agency  or,  if  no  such  index  shall  be
   available, then a comparable index published by  a  major
   bank  or  other financial institution or by a  university
   or a recognized financial publication.

   (b)  CPI Adjustment.  The term "CPI Adjustment" means the
   percentage increase, if any, in the Consumer Price  Index
   for  the  calendar month of July, 1991 over the  Consumer
   Price Index for the calendar month of August, 1989.

   The  Lessee hereby covenants and agrees with the  Lessor,
   as follows:

    To  take and accept said demise and lease of the Demised
Premises  on  the terms as herein set forth and  to  pay  as
Annual  Net  Basic  Rent for said Demised  Premises  at  the
following  annual  rates  applicable  during  the  following
respective periods:

   (a)   During  the  period  beginning  on  and   including
   September  1,  1989 ("Commencement Date") and  ending  on
   and  including  August  13,  1991,  Sixty-three  Thousand
   Eight  Hundred Seventeen and 20/100 Dollars ($63,817.20);
   and

   (b)  During the period beginning on and including  August
   14,  1991 and ending on and including the last day of the
   term  of  this lease, an amount equal to the  greater  of
   (i)  Sixty-three  Thousand Eight  Hundred  Seventeen  and
   20/100   Dollars  ($63,817.20)  multiplied  by  the   CPI
   Adjustment,  and (ii) Sixty-three Thousand Eight  Hundred
   Seventeen and 20/100 Dollars ($63,817.20).

    Such  rental shall be paid in then lawful money  of  the
United States of America in equal monthly installments  each
in  an  amount equal to one-twelfth (1/12) of the amount  of
the  Annual Net Basic Rent applicable during such month,  to
be  paid  in advance upon the Commencement Date and  on  the
first day of each and every calendar month thereafter during
the  term  hereof to the Lessor at such place as  may,  from
time  to time, be designated by them; and in the absence  of
such designation, at the last known office of the Lessor  in
Tempe,  Arizona.   Notwithstanding anything  herein  to  the
contrary,  (a)  if the Commencement Date occurs  on  a  date
other than the first day of a calendar month, the amount  of
the monthly installment of Annual Net Basic Rent payable  on
the  Commencement Date shall be prorated based on the number
of days from and including the Commencement Date through and
including the last day of such calendar month and a calendar
month  consisting of thirty (30) days, and (b) if  the  last
day of the term of this Lease occurs on a day other than the
last  day  of  a calendar month, the amount of  the  monthly
installment  of Annual Net Basic Rent payable on  the  first
day  of  such calendar month shall be prorated based on  the
number of days of such month which fall within the term  and
a calendar month consisting of thirty (30) days.

    It  is intended that the rent provided for in this Lease
shall be an absolutely net return to Lessor for the term  of
this Lease, and any renewals or extensions thereof, free  of
any  and all expenses or charges with respect to the Demised
Premises  including,  without  limitation,  any  Taxes   and
assessments, now or hereafter imposed upon or related to the
Demised  Premises,  commonly known  as  real  estate  taxes,
general or special or improvement assessments, and any taxes
and  assessments,  whether  by  way  of  an  income  tax  or
otherwise  which may be levied, assessed or imposed  by  the
State  in which the Demised Premises are located, or by  any
political  or  taxing subdivision thereof, upon  the  income
arising  from the rents provided herein in lieu of or  as  a
substitute for taxes or assessments imposed upon or  related
to  the  Demised Premises and commonly known as real  estate
taxes;  and  that Lessee, and not Lessor, shall be  required
to,  and shall pay, such taxes and assessments, but  not  to
pay  any  other  income tax or gift,  estate  or  fee  title
transfer  tax  payable upon transfer of  fee  title  to  the
Demised Premises which may be levied against the Lessor,  or
any  of  Lessor's  interest or Mortgage  payments,  Lessor's
expenses  in negotiating this Lease, or management fees,  if
any, paid by Lessor to third parties.

   Lessee hereby acknowledges that late payment by Lessee to
Lessor  of  rent  and  other sums due hereunder  will  cause
Lessor  to  incur costs not contemplated by this Lease,  the
exact  amount  of  which  will  be  extremely  difficult  to
ascertain.   Such  costs include but  are  not  limited  to;
processing and accounting charges and late charges which may
be  imposed on Lessor by the terms of any mortgage or  trust
deed  covering  the Demised Premises.  Accordingly,  if  any
installment  of  rent or any other payment due  from  Lessee
shall  not be received by Lessor within Ten (10) days  after
such  amount  shall be due, Lessee shall pay  to  Lessor  in
addition  to  the  amount due, a late charge  equal  to  Ten
Percent  (10%)  of such overdue amount.  The parties  hereto
hereby  agree that such late charge by Lessor is a fair  and
reasonable estimate of the costs Lessor will incur by reason
of  any such late payment.  Such late charge is deemed to be
only  one of several cumulative remedies available to Lessor
hereunder and acceptance of such late charge by Lessor shall
in  no  event  constitute a waiver of Lessee's default  with
respect  to  such  overdue amount nor  prevent  Lessor  from
exercising  any  of  the other rights and  remedies  granted
hereunder.


                         ARTICLE 4

TAXES, ASSESSMENTS, UTILITY CHARGES,
INSPECTION FEES AND LIENS:

    SEC.  401. TAXES, ASSESSMENTS.  The Lessee shall pay  as
additional  rent,  during the full term hereof,  all  taxes;
including,  without  limitation,  ad  valorem  general  real
estate  taxes,  installments  of  assessments,  general  and
special,  and  all  other  public  charges  levied  upon  or
assessed  against and properly attributable to  the  Demised
Premises, or any part thereof, or arising by reason  of  the
existence,  occupancy,  use  or possession  of  the  Demised
Premises,  or  the  business carried on therein,  including,
without  limitation, the Arizona Rental Income Tax,  all  of
which  are hereinafter, collectively referred to as "Taxes",
but  not to pay any other income tax, or gift, estate or fee
title transfer tax payable upon transfer of fee title to the
Demised Premises which may be levied against the Lessor.

    The  Lessee shall pay to Lessor, contemporaneously  with
the  monthly  rent  payments One  Twelfth  (1-12th)  of  the
estimated annual Taxes, such estimate to be made by  Lessor.
Upon  receipt  of the real estate tax bills  each  year  the
Lessor  will  make payment thereof prior to delinquency  and
promptly  provide  Lessee with a copy of the  receipted  tax
bill.

    Adjustments of amounts (credit or debit) shall  be  made
between  the parties within thirty (30) days of the  receipt
by  Lessor,  of any such bill.  All Taxes shall be  prorated
for  the  first  and last years of the term hereof  and  any
extension or renewal thereof.  Proration with respect to the
Taxes  for  the last year of the term shall be made  on  the
basis  of  the  last available tax bill, provided,  however,
that  upon receipt of the tax bill an appropriate adjustment
shall be made.

    SEC.  402. UTILITY CHARGES.  Lessee shall secure service
and  pay  all charges for water, electricity, gas, telephone
and  any  and  all other utility services furnished  to  the
Demised Premises.

    The  Lessor,  the  Public Authorities and  the.Utilities
servicing or located on the Demised Premises shall,  at  all
reasonable hours, by its or their agents or employees,  have
the  right  to  install,  repair  and  replace  the  utility
conduits, meters and other facilities located on the Demised
Premises; it being understood and agreed, however, that  the
Lessor  shall  not  be  liable  for  the  care,  upkeep   or
maintenance of such facilities.

    SEC.  403.  LICENSES, PERMITS AND FEES.   All  licenses,
permits  and  fees  of  any  kind or  character  whatsoever,
imposed  on  the Demised Premises or the use  and  operation
thereof by the City, County, State or Federal Government, or
any  other  governmental  unit or Public  Authority  or  for
inspection  of  the Demised Premises, or  any  part  thereof
during  the  term hereof, shall be paid promptly  by  Lessee
prior to delinquency.

    SEC. 404. MECHANIC'S LIENS.  Lessee shall not permit any
liens to stand against the Demised Premises for any labor or
material in connection with work of any character' performed
or claimed to have been performed on the Demised Premises at
the  direction or sufferance of Lessee (except work done  by
Lessor), whether such work was performed or furnished  prior
to,  or  subsequent to the commencement of the term of  this
Lease.

    In  the  event of any such lien attaching to the Demised
Premises,  Lessee will promptly notify Lessor of such  event
and Lessee will pay off the same and have such lien released
of record within Thirty (30) days of the filing of such lien
of record.

    SEC. 405.  PAYMENT BY LESSOR.  If at any time, any  tax,
assessment,  charge, rate, fee or inspection fee,  generally
or  specifically  charged or assessed against  and  properly
attributable  to said Demised Premises shall become  due  or
payable and the Lessee shall not pay the same, or have  paid
same  to  Lessor  or, in the event any  lien  for  labor  or
material  shall not be released of record by  Lessee  within
Thirty  (30) days of the filing of such lien of record,  the
Lessor  may,  at  its  option, pay  the  same  at  any  time
thereafter  without  inquiring  into  the  validity  thereof
whether  or  not  Lessee has failed to pay  such  amount  or
Lessee has paid such amount to Lessor, and the amount of any
and  all  such payments so made by the Lessor (with interest
thereon  at Eighteen Percent (18%) per annum from and  after
the  date any such payment was paid by Lessor) shall be  and
hereby is declared to be so much additional and further rent
for the Demised Premises, due from and payable by the Lessee
with  the  next installment of rent and may be collected  in
the  same  manner  as  other rents due hereunder;  provided,
however,  that subject to the further provisions hereinafter
set forth, Lessee shall have the right, at Lessee's expense,
to  contest  in  good  faith  the  validity  of  any  Taxes,
assessments,  charges, liens, rates or fees so  specifically
charged  or assessed against the Demised Premises; provided,
however,  that Lessee notifies Lessor in writing of Lessee's
intention  to so contest within Thirty (30) days in  advance
of  the date such Taxes, assessments, charges, liens,  rates
or  fees  charged  or assessed against the Demised  Premises
were due and payable; and further provided that such contest
is  commenced  within Thirty (30) days of the date  of  such
notice.

    SEC.  406.  CONTEST.   In the event  Lessee  desires  to
contest  any  Taxes, assessments, charges, liens,  rates  or
fees  herein provided, it shall do so by paying the  amounts
under  protest,  or shall provide for the  payment  thereof,
together  with all penalties, interest, costs and  expenses,
by  the  deposit of a sufficient sum of money to be held  in
escrow by Lessor or, at the option of Lessor, by a good  and
sufficient  undertaking as may be required or  permitted  by
law, all to the end that no delinquency or proceedings based
upon  delinquency  shall  in anywise  affect  the  title  or
interest of Lessor in the Demised Premises.

    Lessee  agrees that it will prosecute any  such  contest
with  due  diligence and in the event any  such  contest  be
adjudicated  adversely to Lessee, that Lessee  will,  within
Thirty  (30) days after final determination, or  within  the
time  provided for in such adjudication, whichever is sooner
thereof, pay the full amount of any such Taxes, assessments,
charges, liens, rates or fees, or other obligations not paid
by  Lessee to Lessor which may have been the subject of such
contest  as  so determined, together with all  interest  and
penalties,  costs  and  charges  which  may  be  payable  in
connection  therewith and satisfy and cause the  release  of
the same of record.


    Lessee shall keep the Lessor notified, from time to time
throughout  the period of its pendency, as to  the  progress
and status of any such contest.  If a final determination is
not  had within Three (3) years from the date of instituting
any  such  contest, or in the event of any  default  of  the
Lessee, pursuant to the terms of this Lease, Lessor  at  its
option, may pay out of any funds held in escrow for any such
Taxes, assessments, charges, liens, rates or fees which  may
be  under  contest,  together with all  penalties,  interest
charges and other expenses whatever in connection with  such
contest  and  Lessee shall immediately upon  written  demand
from Lessor, terminate any such contest.

    In  the event the funds so held are insufficient to  pay
and  satisfy  the same, Lessor, at its option, may  pay  any
deficiency  and  any amount so paid will  be  reimbursed  by
Lessee  as  additional  rent due  hereunder,  promptly  upon
demand, notwithstanding any previous termination of the term
of  this  Lease by lapse of time or otherwise, with interest
at  Eighteen  Percent  (18%) per  annum  from  the  date  of
expenditure by Lessor.

   Nothing contained in this agreement shall be construed to
authorize Lessee to create or incur on behalf of Lessor  any
liability, indebtedness or obligation whatsoever.   Anything
herein  to  the  contrary,  notwithstanding,  Lessee   shall
defend,   completely  indemnify  and  hold  Lessor   forever
harmless  from any and all consequences of any  such  Taxes,
assessments, charges, liens, rates or fees, or  any  contest
thereof  which  were  the  obligations  of  Lessee  to   pay
hereunder.


                         ARTICLE 5

INSURANCE:

    SEC. 501.  PROPERTY INSURANCE.  The Lessee covenants and
agrees  that immediately upon the commencement of  the  term
hereof, Lessee will cause, at Lessee's expense, the Building
and,  Improvements  placed on the Demised  Premises  by  the
Lessor,  including  any  and all additions  thereto,  to  be
insured for full replacement cost against loss or damage  by
fire, lightning and other casualty covered by the provisions
of  endorsements for Extended Coverage and Special  Extended
Coverage,  to  include the peril of collapse, vandalism  and
malicious   mischief,  replacement  cost,  and   will   keep
insurance to the full replacement value, from time to  time,
of  the  Building  and Improvements placed on  said  Demised
Premises by Lessor, including any and all additions thereto,
in  full force and effect during the term hereof so long  as
this Lease is in effect, including all extensions hereof.

    No  such  policy of insurance shall include  either  the
contents of the Building located on the Demised Premises  or
any  other property of the Lessee or any third party  except
as  a  separate  stated item of insurance, separate  and  in
addition  to  the coverage which shall apply exclusively  to
Lessor's  Building and other Improvements owned  by  Lessor.
All   such  policies  shall  provide  that  Lessor  and  any
Mortgagee(s)  shall  be  the  insureds  as  their  interests
appear,  and  shall further provide that any loss  shall  be
payable  to Lessor and any Mortgagee(s) notwithstanding  any
act or omission of Lessee which might otherwise result in  a
forfeiture or reduction of said insurance.

   In addition, Lessee shall maintain steam boiler insurance
in  such  amounts as Lessor may from time to time reasonably
require  on  all  steam boilers, pressure  boilers  or  such
apparatus as Lessor may deem necessary to be covered by such
insurance, if any.

    The Lessee will not place, nor permit to be placed,  any
other  policies  of  insurance upon the  Building  or  other
Improvements placed upon Demised Premises by Lessor  without
advance written permission of Lessor and without Lessor  and
Lessor's Mortgagee(s) as a named insured, provided, however,
that  nothing herein shall be construed as limiting  in  any
way the manner in which Lessee insures its personal property
and trade fixtures placed within the Demised Premises.

     SEC.  502.  PUBLIC  LIABILITY  INSURANCE.   Lessee,  at
Lessee's  expense, and for mutual benefit of the Lessor  any
Mortgagee(s)  and  the Lessee, shall maintain  Comprehensive
Public Liability Insurance, covering the Demised Premises in
an  amount  not  less than ONE MILLION DOLLARS ($1,000,000).
Such   insurance  shall  include  the  following  coverages:
premises/operations,   independent   contractors,   personal
injury,   broad   form  property  damage   and   contractual
liability.

    SEC.  503. INSURANCE GENERALLY.  All insurance  policies
shall  be  with companies reasonably satisfactory to  Lessor
and  shall  provide for at least Thirty (30) days  mandatory
advance   written  notice  to  Lessor  before  cancellation,
reduction or other amendment and the property policies shall
contain a standard mortgage clause.  Certificates evidencing
such insurance shall be delivered by Lessee to Lessor at the
commencement  of the term of this Lease and  all  subsequent
amendments  and endorsements shall be promptly delivered  to
Lessor.   Statements for premiums on such policies shall  be
sent to and paid by Lessee.

    In  the event Lessee shall refuse or fail to provide the
insurance coverage herein required or to provide evidence of
such  coverage as herein described, the Lessor may,  at  its
election, but with no obligation so to do, procure and, from
time  to time, renew such insurance and all amounts expended
therefor with interest thereon at Eighteen Percent (18%) per
annum  from the respective dates of such expenditures  shall
be  so much additional rent hereunder due from the Lessee on
demand.

    Lessee  agrees  to  indemnify the Lessor  for  any  loss
suffered  as  the result of the exercise of  any  deductible
feature  that may be incorporated in the insurance  contract
and  Lessor  hereby  reserves the right  to  disapprove  the
amount  and  provisions  of  any  such  deductible  feature.
Lessee  agrees  to be a self insurer as to  such  deductible
amounts and further agrees to pay such amounts to Lessor  in
the  same manner as though such insurance policies  did  not
contain deductible provisions.


                         ARTICLE 6

USE MAINTENANCE AND CONDITION OF
THE DEMISED PREMISES:

    SEC. 601. DEMISED PREMISES.  Lessee shall not breach  or
suffer  the breach of any of the conditions, agreements  and
restrictions  of record affecting the Demised  Premises  and
shall  defend, completely indemnify and hold Lessor  forever
harmless from all consequences of any such breach.

    Lessee may use and occupy the Demised Premises for light
manufacturing  (including mass lamination, manufacturing  of
copper  clad  boards, printing and etching  of  copper  clad
laminated boards and the manufacturing of prepreg), storage,
assembly,   distribution  and  for  offices  in   connection
therewith;  provided,  however, that Lessee  shall  strictly
comply  with  all  present and future laws,  ordinances  and
regulations of public authorities, as well as all  insurance
underwriting and inspection and rating requirements, now  or
hereafter  in  any manner affecting the use of  the  Demised
Premises,  the  sidewalks, alleys,  driveways  and  parkways
adjacent  thereto, if any, or any Building thereon,  or  the
use   thereof.    Lessee  shall  not  permit  any   unlawful
occupation,  business, trade or nuisance to be conducted  on
the Demised Premises, or any use to be made thereof contrary
to  any  law, ordinance or regulation.  Without in  any  way
limiting the generality of the aforegoing, Lessee will  not,
at  any time, store any material or equipment of any kind or
character  outside the Building(s) located  on  the  Demised
Premises  except  in strict compliance with  all  applicable
ordinances, laws or regulations of any governmental unit  or
other public authority having jurisdiction.



    Lessee,  at  the sole cost and expense of Lessee,  shall
have  the  right to contest the validity of any such  rules,
laws,  ordinances or regulations affecting the  use  of  the
Demised  Premises;  provided, however, in  any  event,  that
Lessee  shall  defend,  completely indemnify  and  hold  the
Lessor  forever harmless from all consequences of  any  such
contest  and the violation of any such rule, law,  ordinance
or regulation.

    Lessee will not use or permit to be used upon or in said
Demised Premises or any Building thereon anything that  will
invalidate any policy of insurance at any time insuring  the
Demised   Premises,  or  any  Building(s)  or   Improvements
thereon, nor shall Lessee permit any dangerous condition  to
exist  on  the  Demised Premises for which  appropriate  and
sufficient safeguards in compliance with all applicable laws
have not been taken.

    Lessee shall not cause or suffer any signs to be erected
upon  the  Demised  Premises, nor upon  any  Building(s)  or
Improvements  located  thereon  without  the  prior  written
approval   of   Lessor,  which  shall  not  be  unreasonably
withheld.

    Anything herein to the contrary, notwithstanding, Lessee
shall  not  at  any  time  overload  any  structural  member
(including,  by way of illustration and not limitation,  all
roofs,  columns, walls, beams, trusses and  floors)  of  the
Building  located on the Demised Premises; nor shall  Lessee
cause  or  suffer  the  demolition  of  the  Building(s)  or
Improvements, or any part(s) thereof (except as provided  in
Sec. 603) without the prior written approval of Lessor.

    The  Lessee further covenants and agrees that the  entry
into  occupancy of the Demised Premises by the Lessee  shall
constitute   an  acknowledgment  that  the  same   and   the
Building(s)  and Improvements thereon have been received  by
the  Lessee  in  good condition and repair, subject  to  the
warranties set forth herein.

    SEC 602.  ENVIRONMENTAL PROVISIONS.  As used herein, the
term    "Environmental   Laws"   includes   all    statutes,
regulations,  ordinances  and  orders,  federal,  state  and
local,  including,  but not limited  to,  Title  49  of  the
Arizona  Revised Statutes, which concern the  regulation  or
protection of the human health or the environment, including
the ambient air, surface water, groundwater, and surface and
subsurface   land  use,  and  any  regulations   promulgated
thereto.   The term "Regulated Substance" includes,  but  is
not  limited to, any and all hazardous substances, hazardous
wastes,  toxic substances or hazardous materials defined  or
regulated  by  the  Environmental  Laws  including  but  not
limited   to,  the  Comprehensive  Environmental   Response,
Compensation and Liability Act (42 U.S.C. 9601 et seq.)  and
the  Arizona  Environmental Quality Act (A.R.S.  49-201,  et
seq.)  and  any  rules, regulations and  guidelines  adopted
thereto.

    Lessee shall immediately notify Lessor in writing of any
(a)   correspondence  or  communication  from  any   entity,
governmental or private, regarding an actual, potential,  or
alleged  violation of Environmental Laws, and (b) any  event
or change mi Lessee's operation of the Demised Premises that
will  change Lessee's or Lessor's obligations or liabilities
under the Environmental Laws.

    Lessee  shall, at Lessee's own expense, comply with  all
existing and hereinafter enacted Environmental Laws, and any
amendments thereto, affecting Lessee's operation and use  of
the  Demised Premises and Lessee's use, storage and disposal
of  Regulated Substances.  Lessee shall obtain, prior to the
commencement of the Lease, all permits, licenses  and  other
authorizations required under the Environmental Laws.




    Lessor or Lessor's duly-authorized representative  shall
have the right to enter the premises at all reasonable times
to  determine  whether  Lessee is in  compliance  with  this
Section.   Lessee's failure to abide by the  terms  of  this
Section  shall be restrainable by injunction and may  result
in termination of the Lease, at Lessor's sole discretion.

    Lessee shall defend, indemnify and hold harmless Lessor,
its  agents,  successors and assigns, from and  against  any
claims   demands,  penalties,  fines,  liabilities  (whether
governmental  or private), settlements, damages,  costs,  or
expenses  (including,  without  limitation,  attorney's  and
consultants'  fees,  court costs, and litigation  expenses),
arising  out  of or in any way related to (a) the  presence,
use,  generation, storage, treatment, disposal,  release  or
threatened  release of any Regulated Substance that  is  on,
from,  or affecting the human health or environment, whether
or  not  previously disclosed to Lessor;  (b)  any  personal
injury (including wrongful death) or property damage of  any
kind arising out of or related to a Regulated Substance:  or
(c)  any  violation  of  any  Environmental  Law;  provided,
however, that such events described in clauses (a),  (b)  or
(c)  of  this  sentence are directly caused by  or  directly
attributable to the acts or omissions of Lessee, its agents,
and  contractors.  The provisions of this Section  and  this
indemnification   shall  be  in  addition   to   any   other
obligations and liabilities Lessee shall have to  Lessor  at
law  or in equity and shall survive the termination of  this
Lease.

    SEC.  603.  MAINTENANCE.  The Lessor warrants  that  the
foundation, exterior bearing walls, and wood roof  structure
shall be free from defects in material and workmanship until
such  times  as  any of these structural systems  have  been
altered  or  modified  by Lessee.   In  the  event,  of  the
occurrence of any such defect during the warranty period and
upon  receipt  of written notice from Lessee,  Lessor  shall
promptly  commence  and diligently prosecute  to  completion
such  repairs  as  are  necessary to  correct  such  defect.
Except  for  the aforegoing Lessor warranties, Lessee  shall
maintain  and  preserve  the  Demised  Premises,  including,
without  limitation,  the  interior  and  exterior  of   the
Building  thereon  in  good and clean condition  making  all
repairs,  replacements and restorations necessary  for  such
maintenance and preservation: including, without limitation,
tuckpointing, painting, glass replacement, glazing, caulking
and  the  repair, replacement and restoration  of  the  roof
covering,  docks,  landscaping  and,  parking  areas.    All
repairs,  replacements and restorations shall be in  quality
at least equal to the original construction.

    Notwithstanding anything herein to the contrary,  on  or
before  each  anniversary date of this  Lease  or  extension
thereof,  Lessee  shall deliver to Lessor  written  evidence
satisfactory to Lessor that the roof of the building on  the
Demised  Premises has been serviced by a roofing  contractor
licensed by the State of Arizona and satisfactory to Lessor.

    At  the  termination of this Lease, by lapse of time  or
otherwise, Lessee shall deliver the Demised Premises to  the
Lessor  in good condition and repair as obtained therein  at
the commencement of the term of this Lease subject, however,
to  the  loss  or damage due to any casualty to  the  extent
actually recovered by Lessor under insurance policies to  be
obtained  and maintained by Lessee as herein set  forth  and
normal  wear  and  tear.  Anything herein to  the  contrary,
notwithstanding, Lessee will not suffer any  waste  t@-occur
on  the  Demised  Premises and will  make  every  reasonable
effort  to  prevent the Demised Premises from  falling  into
disrepair;   including,  without  limitation,   the   prompt
performance  of  all  repair,  replacement  and  restoration
obligations of Lessee as herein set forth.

    SEC. 604. ALTERATIONS.  Lessee shall make no alterations
to  the  Demised Premises without prior written approval  of
Lessor  which  shall not be unreasonably withheld  provided,
however,  Lessee shall make no material alterations  to  the
Demised Premises (including roof, floor, and structural wall
penetration).  Lessee shall remove, on demand by Lessor  and
at   Lessee's  expense,  any  and  all  alterations  at  the
termination  of  this Lease, whether by  lapse  of  time  or
otherwise,  and  shall  repair any  damage  caused  by  such
removal,  restoring the Demised Premises to their  condition
prior  to  the making of any such alteration(s), or  any  of
them.

    Any and all alterations, additions and improvements made
to  or  placed upon the Demised Premises by the  Lessee,  or
suffered by Lessee to be made to or placed upon the  Demised
Premises,  as well as all fixtures and articles of  personal
property attached to or made a part of the Demised Premises,
which  Lessee has not removed or been required to remove  by
Lessor, shall immediately become the property of the  Lessor
at the termination of this Lease and shall be surrendered to
the Lessor.

    Subject  to  the provisions hereinabove set  forth,  the
Lessee  may  expend such additional sums of money  upon  the
Demised  Premises,  the Building and  Improvements  on  said
Demised  Premises as the Lessee may desire,  with  the  full
understanding that such additional sums so paid shall not be
deducted from or set off against any rents or other payments
due hereunder.,

    SEC.  605. LESSORS RIGHT TO INSPECT AND REPAIR.  Lessor,
its  agents  and  employees shall have  the  right,  at  any
reasonable  time after notice to Lessee, to enter  upon  the
Demised Premises to inspect the same in the presence  of  an
agent  of  Lessee  and  Lessee agrees  to  make  such  agent
available.   In  the  event Lessee fails  to  commence  such
repairs,  replacements or restorations as are  necessary  to
maintain  the  Demised  Premises in good  condition,  within
Thirty  (30)  days  after notice from  Lessor  or  fails  to
diligently prosecute the same to completion, the Lessor,  at
its  option, but without any obligation so to do,  may  make
such  repairs,  replacements, or restorations,  and  amounts
expended for such work by the Lessor shall be reimbursed  by
the  Lessee  as additional rent due hereunder,  promptly  on
demand, together with interest at Eighteen Percent (18%) per
annum from date of expenditure.

    Anything herein to the contrary, notwithstanding, Lessor
shall have the right, at any time, to enter upon the Demised
Premises, but without any obligation so to do, in  order  to
effect  any  repair,  replacement  or  restoration   of   an
emergency  nature  and  Lessee  shall  reimburse  Lessor  as
additional  rent  due hereunder, promptly upon  demand,  for
expenditures  incurred for such work and  if  Lessee  denies
Lessor  such access, Lessee agrees to defend, indemnify  and
hold  forever harmless the Lessor from and against  any  and
all  liability,  fines,  suits,  claims,  demands,  actions,
causes  of  action,  losses, costs, damages,  judgments  and
expenses of any kind or character, name or nature due to  or
arising directly or indirectly out of such emergency.

                         ARTICLE 7

INDEMNIFICATION AND HOLDING
HARMLESS OF LESSOR:

    SEC.  701. INDEMNIFICATION.  To the extent permitted  by
law,  Lessee  shall  defend, completely indemnify  and  hold
forever  harmless the Lessor from and against  any  and  all
liability, fines, suits, claims, demands, actions, causes of
action,  losses, costs, damages, judgments and  expenses  of
any kind or character, name or nature, due to or arising out
of:

        (a)  Any breach, violation or non-performance of any
        covenant,  obligation,  condition  or  agreement  in
        this  Lease set forth and contained on the  part  of
        the  Lessee  to  be  fulfilled,  kept,  observed  or
        performed; and/or

        (b)  any  damage  to,  loss or  destruction  of  any
        property  arising  directly  or  indirectly  out  of
        Lessee's  use and occupancy of the Demised Premises,
        except  for  any such damages, losses or destruction
        resulting from or attributable to the breach of  the
        warranty contained in the first sentence of  Section
        603 hereof; and/or

        (c)  any  injury to any person(s), including  death,
        resulting  at  any time therefrom, occurring  in  or
        about  the  Demised Premises and/or  the  sidewalks,
        drive  and  alleyways, pkways, if any, and  any  and
        all   other   appurtenances  thereunto  appertaining
        arising directly or indirectly out of

             Lessee's  use  and  occupancy  of  the  Demised
        Premises,  except  for any such injuries  or  deaths
        resulting from or attributable to the breach of  the
        warranty contained in the first sentence of  Section
        603 hereof.

    In the event the Lessor is made a party to any action or
proceeding  which Lessee is required to defend  pursuant  to
the  provisions  of this Lease, the Lessor  shall  have  the
right  to  appear  and to take part in any  such  action  or
proceeding  by legal counsel of Lessor's choice at  Lessor's
cost and expense.

    Lessee  and Lessor hereby agree to completely  indemnify
the prevailing party as to an costs and expenses incurred to
enforce   any  of  the  terms,  provisions,  conditions   or
covenants  of  this Lease; including, but  not  limited  to,
reasonable attorney's fees.

    Nothing  herein  shall be construed  as  obligating  the
Lessee  to  indemnify or hold harmless any party,  from  and
against  the  consequences of willful or negligent  acts  or
omissions of the party to be indemnified.

    SEC.  702. LOSS OF PROPERTY.  Anything in this Lease  to
the  contrary  notwithstanding Lessee agrees that  under  no
circumstances  shall Lessor be liable to Lessee  or  to  any
third  party for any loss of, destruction of, damage  to  or
shortage  of  any  property  other  than  that  directly  or
indirectly caused by defects, latent or otherwise, warranted
herein by Lessor; including, by way of illustration and  not
limitation,  equipment or inventory placed  on  the  Demised
Premises  or  suffered to be placed thereon  by  Lessee,  it
being  the intention of the parties hereto that the risk  of
any and all such loss, destruction, damage or shortage shall
be  borne  by Lessee and Lessee agrees to defend, completely
indemnify and hold Lessor forever harmless from and  against
any  and  all  liability,  suits, claims,  demands,  actions
causes  of  action,  losses, costs, damages,  judgments  and
expenses  if  any  arising  out of such  loss,  destruction,
damage or shortage.


                         ARTICLE 8

DAMAGE OR DESTRUCTION
OF BUILDINGS:

    SEC.  801. DAMAGE OR DESTRUCTION OF BUILDINGS.   If  any
Building or Improvements placed by the Lessor on the Demised
Premises  shall  be injured or destroyed by  fire  or  other
casualty  insured  against pursuant to  the  terms  of  this
Lease,  the  Lessor will, with due diligence  and  dispatch,
proceed  to collect the insurance thereon and if the  Lessor
elects  to repair or restore such Building, the Lessor  will
apply  the  insurance monies derived from said  policies  to
such repair and restoration.

    In the event that the monies realized from the insurance
policies  shall not be sufficient to restore  such  Building
and/or Improvements to their condition immediately prior  to
such  fire  or other such casualty, the Lessor may,  at  the
option  of  Lessor, advance the additional  funds  necessary
therefor,  and to the extent that the insufficiency  of  the
insurance  proceeds  was due to the  failure  of  Lessee  to
comply  with the provisions of this Lease and to the  extent
of  any deductible feature in the insurance coverage  to  be
provided  by the Lessee, the Lessee covenants and agrees  to
repay any such advance to the Lessor as additional rent  due
hereunder, promptly upon demand, with interest at  the  rate
of  Eighteen Percent (18%) per annum from the date  of  such
expenditure.

    In  the event Lessor does not elect to repair or restore
such  Building and/or Improvements within Thirty  (30)  days
after  such  a  casualty, such election to be  evidenced  by
written notice to Lessee within said time period, or if  the
repair  or  restoration  cannot reasonably  be  accomplished
within a period of one hundred twenty (120) days after  such
casualty, then in either of such events this Lease  and  the
term hereof, may be terminated
  and  cancelled  at  the election of either  party  hereto,
provided  written notice is given to the other party  within
Ten   (10)   days   after  the  expiration   of   the   last
aforementioned  such  Thirty (30) day period.   Absent  such
timely  notice  this Lease shall remain in  full  force  and
effect.

                         ARTICLE 9

RENT ABATEMENT
BECAUSE OF DAMAGE:

   SEC. 901. RENT ABATEMENT BECAUSE OF DAMAGE.  In the event
the  Building  and/or Improvements on the  Demised  Premises
shall  be damaged by fire or other casualty covered  by  the
provisions  of  the  insurance policies then  in  effect  as
provided for herein, the Lessee shall not be required to pay
rent  on  any untenantable portion of said Building and  the
rental reserved hereunder shall be reduced to the proportion
that   the  square  foot  area  of  the  Building  remaining
tenantable  bears  to  the total square  foot  area  of  the
original Building.  Such rental shall be increased pro rata,
from  time  to  time, if and when additional  areas  of  the
Building are returned to tenantable condition.


                         ARTICLE 10

CONDEMNATION:

   SEC. 1001.     AWARD.  In the event the Demised Premises,
or  any  part  thereof, shall be condemned or  taken  for  a
public  or  a  quasi-public use, or is sold by Lessor  under
threat  of condemnation, any award made or sales price  paid
to  compensate  for  the  value  of  the  Demised  Premises,
Building(s) and Improvements thereon, or for damages to  the
remainder  thereof  shall be paid to the Lessor  and  Lessee
shall   have   no  claim  thereto  and  the  Lessee   hereby
irrevocably assigns and transfers to the Lessor any right to
any  such compensation or damage awards, providing, however,
that  Lessee shall have the right to prove in the proceeding
and  to receive any award which may be made for damages  for
or  condemnation  of  Lessee's personal property,  including
movable trade fixtures and equipment and relocation costs.

    In the event any or all of the Demised Premises shall be
so  condemned or taken, the Lessee shall execute and deliver
to  Lessor, promptly on demand, all documents necessary  and
proper  to evidence the termination of the interest  of  the
Lessee  in  and  to  the Demised Premises  and  this  Lease,
including,  without  limitation, a  recordable  release  and
cancellation  of  this  Lease and a quit  claim  deed.   The
failure  of  the  Lessee  to  so execute  and  deliver  such
documents  shall in no way affect such termination  of  this
Lease  and the interest of the Lessee in and to the  Demised
Premises.

    SEC.  1002.     REMAINDER SUSCEPTIBLE OF OCCUPANCY.   In
the  event a part of the Demised Premises remains  which  is
susceptible  of  occupation for the uses set  forth  herein,
this  Lease shall, as to the part so taken, terminate as  of
the  date  title shall vest in the condemning authority  and
the  rent  payable hereunder shall be adjusted so  that  the
Lessee  shall  be required to pay for the remainder  of  the
term  only such fractional portion of such rent as the  area
of  the part of the building located on the Demised Premises
remaining  after  condemnation bears to  the  area  of  said
Building as of the date of condemnation: and in such  event,
this  Lease  shall remain in full force and effect  and  the
Lessor  shall promptly commence and diligently prosecute  to
complete  the restoration of the Building so that  it  shall
again  constitute  a  complete architectural  unit  but  the
Lessee shall be required to pay only that fractional portion
of  the  rent  as is provided for hereinabove in  this  Sec.
1002.

   In the event the Lessor does not so terminate this Lease,
this  Lease  shall remain in full force and effect  and  the
Lessor  shall promptly commence and diligently prosecute  to
completion the restoration of the Building so that it  shall
again  constitute  a  complete architectural  unit  but  the
Lessee shall be required to pay only that fractional portion
of  the  rent  as is provided for hereinabove in  this  SEC.
1002.

    SEC.  1003.     REMAINDER NOT SUSCEPTIBLE OF  OCCUPANCY.
In  the  event  all of the Demised Premises,  or  such  part
thereof be taken or condemned so that there does not  remain
a  portion susceptible for occupancy for the uses set  forth
herein,  this Lease shall terminate upon the date the  title
to  the  part  taken vests in the condemning  authority  and
Lessee's  obligation to pay rent or to discharge  any  other
obligation  hereunder, other than the payment of money  then
due  and damages arising out of any breach of the covenants,
conditions or terms hereof by the Lessee, shall cease.

    Notwithstanding  anything herein to  the  contrary,  the
Demised Premises shall not be deemed tenantable in the event
more  than  twenty-rive percent (25%) of  the  area  of  the
Building  located  on  the  Demised  Premises  is  taken  or
condemned.

                         ARTICLE 11

DEFAULT, BANKRUPTCY

    SEC.  1101.      DEFAULT, BANKRUPTCY.   It  is  mutually
agreed and understood by and between the parties hereto that
in  the  event during the term of this Lease, regardless  of
the pendency of any bankruptcy, insolvency, receivership  or
reorganization  proceedings, in law, equity  or  before  any
administrative  tribunal, or any other  governmental  entity
which  has  been prevented or which might prevent compliance
by Lessee with the terms or provisions of this Lease:

        (1)  Lessee  shall  default in the  payment  of  any
        installment of rent or other payment required to  be
        made  by  Lessee pursuant to the provisions of  this
        lease  and such default shall continue for Ten  (10)
        days  after  notice  of  such  default  from  Lessor
        provided  however that in the event Lessor  has  had
        to  give  Lessee notices of such default  more  than
        twice  in any twelve (12) consecutive month  period,
        this  notice  requirement shall thereupon  terminate
        and  Lessee shall be in default after the expiration
        of  any such ten (10) day period regardless of  lack
        of notice from Lessor; or

        (2)  Lessee shall make default in the provisions  of
        any  of  the  agreements, conditions,  covenants  or
        obligations   hereunder.  to  be  kept,   fulfilled,
        observed  or  performed  by  the  Lessee  and   such
        default  shall not be cured within Thirty (30)  days
        after notice of such default from Lessor to Lessee;

               Anything   hereinabove   to   the   contrary,
        notwithstanding, as to any such default  except  the
        payment   of  any  rent  or  other  monies  reserved
        herein,  in the event the Lessee shall, within  said
        Thirty  (30) day period, commence the cure  of  such
        default  and  diligently pursue  to  completion  any
        such  cure  as  soon as reasonably practicable,  the
        Lessor  may  not  declare the term  ended  and  this
        Lease terminated and cancelled; or

        (3)  if  any voluntary petition or similar  pleading
        under  any  bankruptcy act or any federal  or  state
        law   seeking  reorganization  or  arrangement  with
        creditors  or  adjustment of debts is  filed  by  or
        against   Lessee,  or  if  any  such   petition   or
        pleadings   is   involuntary  and  Lessee   is   not
        discharged  thereof within Thirty  (30)  days  after
        the date of its filing; or

        (4)  if Lessee admits its inability to pay its debts
        or  if a receiver, trustee or other appointee  of  a
        court,   administrative  tribunal  or  other  public
        authority  is  appointed for all  or  a  substantial
        part  of  Lessee's property and if such  appointment
        is  not vacated within Thirty (30) days after  being
        made; or


        (5)  if  the leasehold interest of Lessee is  levied
        upon  or  attached by process of law, and such  levy
        or  attachment  is  not released  of  record  within
        Thirty (30) days; or

        (6)  if  Lessee makes an assignment for the  benefit
        of  creditors, or if any proceedings are filed by or
        against  Lessee  to  declare  Lessee  insolvent   or
        unable  to  meet its debts and such proceedings  are
        not  discharged  within Thirty (30) days  after  the
        date of their filing; or

        (7) if a receiver or similar type of appointment  or
        court  appointee or nominee of any name or character
        is  made  for all or a substantial part of  Lessee's
        property  and  if  such receiver is  not  discharged
        within Thirty (30) days after appointment;

then, in any such event, Lessor shall have the right, at any
time thereafter (but prior to any timely cure as hereinabove
provided), with or without notice to avail itself to any  or
all  of the following remedies, (a) to lock the doors of the
Demised Premises and exclude Lessee therefrom; (b) to retain
or  re-enter  and take complete possession  of  the  Demised
Premises  pursuant  to  Landlord's statutory  lien;  (c)  to
remove  all  persons and all of Lessee's property therefrom;
(d)  to  terminate this Lease forthwith; (e) to@sue for  the
rent due and to become due under this Lease; (f) to sue for-
any  damages  sustained by Lessor and/or (g)  to  keep  this
Lease  in  full  force  and  effect  reletting  the  Demised
Premises  on  such terms and conditions as Lessor  may  deem
appropriate without prejudicing Lessor's rights  to  recover
past  and  future  rents  or  other  obligations  of  Lessee
hereunder.

    Anything  herein  to  the contrary, notwithstanding  any
payment  of  rent or any other payment to  be  made  by  the
Lessee  to Lessor, pursuant to the provisions of this Lease,
shall  bear  interest at the rate of Eighteen Percent  (18%)
per annum from the date payment was due.

    In the event the right, title and interest of Lessee  in
and  to  the  Demised Premises and this Lease is terminated,
whether  by  lapse  of time or otherwise, the  Lessee  shall
execute  and  deliver  to Lessor, promptly  on  demand,  all
documents  reasonably requested by Lessor to  evidence  such
termination:  including,  without limitation,  a  recordable
release  and  cancellation of this Lease and  a  quit  claim
deed.  The failure of Lessee to so execute and deliver  such
documents  shall  in no way affect the termination  of  this
Lease  and the interest of the Lessee in and to the  Demised
Premises.
    SEC.  1102.     NO WAIVER.  No waiver by Lessor  of  any
default by the Lessee of any of the obligations, agreements,
conditions  or  covenants on the part of the  Lessee  to  be
fulfilled, kept, observed or performed hereunder shall be  a
waiver of any subsequent default or of any other obligation,
agreement,  condition or covenant, nor shall any forbearance
by  Lessor to seek a remedy for any default by Lessee  be  a
waiver by Lessor of any of the rights and remedies available
to  Lessor  hereunder or by law granted or  permitted,  with
respect to such or any subsequent default.



                         ARTICLE 12

TRANSFER, ASSIGNMENT, SUBLEASE

    SEC.  1201.      TRANSFER,  ASSIGNMENT,  SUBLEASE.   The
Lessee  may  not assign, transfer, mortgage or  pledge  this
Lease  or the interest of the Lessee herein or hereunder  or
sublet Demised Premises or any portion thereof, without,  in
each  case,  the prior written consent of the  Lessor  which
shall   not   be   unreasonably  withheld.   Any   purported
assignment,  mortgage, transfer, pledge or sublease  without
the prior written consent
of the Lessor which shall not be unreasonably withheld.  Any
purported assignment, mortgage, transfer, pledge or sublease
without  the  prior  written  consent  of  Lessor  shall  be
absolutely null and void and of no legal force or effect.

    SEC. 1202.     INCREASED RENT TO LESSOR.  As a condition
precedent to the approval of any sublease, assignment or any
other  type of transfer by the Lessee to any third party  of
all  or  a  portion of its interest in and  to  the  Demised
Premises  pursuant to the provisions of this  Lease,  Lessee
agrees  that  it  will pay to the Lessor,  contemporaneously
with  the rental payments due hereunder, Fifty Percent (50%)
of  any  increased  economic  benefit  received  by  Lessee,
including,  without limitation, rent in excess of  the  rent
reserved  herein  and  in the event less  than  all  of  the
Demised  Premises are so subleased, assigned or  transferred
in any way, the Lessee shall pay to the Lessor Fifty Percent
(50%)  of any increase in the square foot rate of rent  paid
to  Lessee  by any third party.  Lessee shall also  increase
any  security deposit required hereunder to the amount of  a
full month's rent.

    The  rent that Lessee pays to the Lessor for the purpose
of  this, Section 1202. shall be calculated by dividing  the
monthly rent reserved herein by the square foot area of  the
building   located  on  the  Demised  Premises   as   stated
hereinabove.

    SEC. 1203.     MAINTENANCE, REPAIR, AND RESTORATION UPON
ASSIGNMENT  OR  SUBLETTING.  As  a  condition  precedent  to
Lessor's  consent  to any assignment or subletting  of  this
Lease or all or any part of the Demised Premises Lessor  may
at  it's  sole  discretion require Lessee to  undertake  any
deferred   maintenance   and  to  make   all   repairs   and
restorations which are the obligations of Lessee under  this
Lease prior to the effective date of any such assignment  or
sublease  in  the same fashion as could be required  at  the
expiration of this Lease Term.

    SEC.  1204.      LESSOR MAY SELL, MORTGAGE, TRANSFER  OR
ASSIGN.   Lessor  shall have the right  to  sell,  mortgage,
pledge,  hypothecate  or  in any other  manner  transfer  or
assign  the  interest of the Lessor in the Demised  Premises
and/or  in  the  Lease, subject to all of the covenants  and
conditions  of  and Lessee's rights under this  Lease.   The
term  "Lessor", as used in this Lease, means only the  owner
for  the time being of the Demised Premises and in the event
of  any  sale, conveyance or other transfer of  the  Demised
Premises, or the interest of Lessor in the Demised Premises,
the  Lessor shall upon purchaser's assumption, be and hereby
is entirely freed of all covenants and obligations of Lessor
hereunder  arising  after the date of  such  sale,  transfer
assignment or conveyance.  This Lease shall not be  affected
by  any  such  sale  and  Lessee agrees  to  attorn  to  the
purchaser or assignee.

    SEC.  1205.      SUBORDINATION.   This  Lease  shall  be
subject  and  subordinate to the lien  of  any  mortgage  or
mortgages  which at any time may be placed upon the  Demised
Premises  by Lessor, its successors or assigns, and  to  any
replacements, renewals or extensions thereof, provided  that
the holder of the encumbrance agrees to recognize for itself
and  its  successors, and assigns, Lessee's rights hereunder
notwithstanding any foreclosure.  Lessee agrees, at any time
hereafter,   on   demand,  to  execute   and   deliver   any
instruments,  releases  or  other  documents  that  may   be
required  for  the  purpose of subjecting and  subordinating
this  Lease  to the lien of any such mortgage  or  mortgages
subject to the provisions set forth above.

    SEC.  1204.      LESSOR MAY SELL, MORTGAGE, TRANSFER  OR
ASSIGN.   Lessor  shall have the right  to  sell,  mortgage,
pledge,  hypothecate  or  in any other  manner  transfer  or
assign  the  interest of the Lessor in the Demised  Premises
and/or  in  the  Lease, subject to all of the covenants  and
conditions  of  and Lessee's rights under this  Lease.   The
term  "Lessor", as used in this Lease, means only the  owner
for  the time being of the Demised Premises and in the event
of  any  sale, conveyance or other transfer of  the  Demised
Premises, or the interest of Lessor in the Demised Premises,
the  Lessor shall upon purchaser's assumption, be and hereby
is entirely freed of all covenants and obligations of Lessor
hereunder  arising  after the date of  such  sale,  transfer
assignment or conveyance.  This Lease shall not be  affected
by  any  such  sale  and  Lessee agrees  to  attorn  to  the
purchaser or assignee.

    SEC.  1205.      SUBORDINATION.   This  Lease  shall  be
subject and subordinate to the lien of any mortgage which at
any  time may be placed upon the Demised premises by Lessor,
its successors or assigns, and to any replacements, renewals
or  extensions  thereof, provided that  the  holder  of  the
emcumbrance   agrees  to  recognize  for  itself   and   its
successors,   and   assigns,   Lessee's   rights   hereunder
notwithstanding any foreclosure.  Lessee agrees, at any time
hereafter,   on   demand,  to  execute   and   deliver   any
instruments,  releases  or  other  documents  that  may   be
required  for  the  purpose of subjecting and  subordinating
this  Lease  to the lien of any such mortgage  or  mortgages
subject to the provisions set forth above.

    SEC.  1206.     LESSEE'S ESTOPPEL LETTER.  Lessee agrees
at  any  time and from time to time upon not less  than  Ten
(10)  days  prior  written request  by  Lessor  to  execute,
acknowledge  and  deliver to Lessor a statement  in  writing
certifying  that this Lease is unmodified and in full  force
and  effect  (or if there have been modifications  that  the
same is in full force and effect as modified and stating the
modifications), and the dates to which the  basic  rent  and
other charges have been paid in advance, if any, and all  of
the  defaults of Lessor hereunder, if any, it being intended
that  any such statement delivered pursuant to this  Section
may  be relied upon by any prospective purchaser of the  fee
or mortgagee or assignee of any mortgage upon the fee of the
Demised Premises.


                         ARTICLE 13

MISCELLANEOUS:

    SEC.  1301.     NOTICES.  Any notice provided for herein
shall be given by registered or certified mail addressed, if
to Lessor, as follows:

   Cemanudi Associates
   3225 S. Hardy Drive, Suite 105
   Tempe, Arizona 85282

with a copy to:

   Cemanudi Associates
   One First National Plaza
   Chicago, Illinois 60603
   Attention:     Law Department

and if to Lessee, as follows:

   Nelco Technology, Inc.
   1130 West Geneva Drive
   Tempe, Arizona 85282
   Attention:     President




with a copy to:

   Park Electrochemical Corporation
   5 Dakota Drive
   Lake Success, New York 11042
   Attention: General Counsel


    SEC. 1302.     CHANGE OF ADDRESS.  The person and places
to  which  notices  or  payments are to  be  mailed  may  be
changed, from time to time, by Lessor or Lessee upon written
notice to the other.

    SEC. 1303.     MODIFICATION.  This Lease may be modified
only by written agreement signed by Lessor and Lessee.

    SEC.  1304.      DESCRIPTIVE HEADINGS.  The  descriptive
headings  and  index  of  this Agreement  are  inserted  for
convenience in reference only and do not constitute  a  part
of this Agreement.

    SEC.  1305.     SUCCESSORS AND ASSIGNS.  This Lease  and
the  covenants,  terms,  conditions and  Provisions  hereof,
shall be binding upon the respective parties hereto and upon
their    respective   successors,   assigns   and   personal
representatives  and  shall inure to  the  benefit  of  said
respective   parties  hereto  and  their   said   respective
successors, assigns and personal representatives.

    Wherever in this Lease a reference to any of the parties
hereto  is made, such reference shall be deemed to  include,
wherever  applicable and even though not  expressly  stated,
also  a  reference to the successors, assigns  and  personal
representatives of such party, as the case may be, the  same
as if in every case expressly stated.

   The phrase "successors and assigns" is used in this Lease
in  its  broadest possible meaning and includes, in addition
to  administrators, trustees and conservators; every person,
firm, corporation or other entity succeeding to the interest
in  or  to this Lease, or any part thereof, or in or to  any
real  estate,  or any part or portion thereof, described  or
referred  to  herein or any part hereto, or of  any  of  the
successors  or  assigns  of  any such  party,  whether  such
succession  results  from the act of a  party  in  interest,
occurs by operation of law or is the effect of the operation
of  law  together  with  any act(s) of  any  such  party  or
parties.

    SEC.  1306.      ENTRY  TO SHOW PREMISES.   Lessor,  its
agents or assigns may, from time to time, during the term of
this Lease, and each and every extension hereof after notice
to  and in the company of Lessee, enter the Demised Premises
at  reasonable times to show the same to prospective  buyers
or tenants.

    During the last Six (6) months of the term of this Lease
or  after the occurrence of any default on the part  of  the
Lessee  hereunder,  after notice to and in  the  company  of
Lessee,  the Lessor hereby reserves the right to  enter  the
Demised  Premises (and prior to the curing of such  default)
and  to place, on the outer walls or roof of any building(s)
located  thereon and upon any part of the Demised  Premises,
outside such building(s), "For Sale" and/or "For Rent" signs
of  a type similar to those used in the area.  Lessee agrees
not  to remove, interfere with, or obstruct the view of  any
such sign(s).

    SEC.  1307.     TIME OF ESSENCE.  Time is of the essence
of  this  Lease  and in all of the conditions,  obligations,
agreements, provisions, terms and covenants hereof.

       SEC.    1308.        RESOLUTION.     Lessee    shall,
contemporaneously  with the execution and,delivery  of  this
Lease, also deliver to Lessor a copy of a Resolution of  the
Board of Directors of Lessee, or other evidence satisfactory
to   Lessor,  specifically  authorizing  those  of  Lessee's
officers  whose names are subscribed hereto  to  enter  into
this  Lease  Agreement with the Lessor named  herein.   Such
Resolution shall make reference to this Lease of the Demised
Premises,  lease  term and rental reserved,  shall  be  duly
certified to by the Secretary of said Board of Directors and
shall  be  appended  hereto  as Schedule  2.  Lessor  shall,
contemporaneously with the execution and  delivery  of  this
Lease,  also deliver to Lessee evidence of Lessor's  general
partner's  authority  to  bind  Lessor  of  the  officer  of
Lessor's general partner who executes this Lease Agreement.

    SEC.  1309.      UNENFORCEABILITY.   In  the  event  any
covenant,   term,   provision,  obligation,   agreement   or
condition of this Lease is held to be unenforceable  at  law
it  is  mutually agreed and understood, by and  between  the
parties hereto, that the other covenants, terms, provisions,
obligations,  agreements  and  conditions  herein  contained
shall remain in full force and effect.

    SEC.  1310.      WAIVER OF TRIAL BY  JURY.   The  Lessee
waives  a trial by jury of any or all issues arising in  any
action,  or proceeding between the parties hereto, or  their
successors arising out of, or in any way connected with this
Lease,  or  any  of  its  provisions the  Lessee's  use,  or
occupancy of the Demised Premises and/or any claim of injury
or damage.

    SEC. 1311.     GOVERNING LAW.  This Lease and the rights
of the parties hereto shall be interpreted and determined in
accordance with the laws of Arizona.

   SEC. 1312.     ENTIRE AGREEMENT.  This Lease contains the
Entire  Agreement between the parties respecting the matters
herein  set  forth  and  supersedes,  all  prior  agreements
between the parties hereto about such matters.

    SEC.  1313.      ADDITIONAL TERMS.   The  Lessor  hereby
covenants, represents and warrants as follows:

    (a)   The  Demised  Premises consists  of  approximately
38,311  square feet of land together with a building located
thereon containing approximately 13,995 square feet.

    (b)  Lessor has not received any notice of any violation
of  any  zoning ordinances, building codes or  other  local,
state  and  federal  statutes, codes, ordinances,  laws  and
regulations  and  has no knowledge of the existence  of  any
such violation.

    (c)   At Lessee's request, Lessor shall promptly execute
and  acknowledge  and deliver to Lessee Memorandum  of  this
Lease summarizing the material terms of this Lease.

    (d)   Lessor's covenants, representations and warranties
shall  be  true on and as of the date hereof, on and  as  of
August 31, 1989.


    SEC.  1314.      EXHIBITS AND SCHEDULES.  The  following
Exhibits  and  Schedules are attached hereto  and  expressly
made a part hereof, to wit:

   Exhibit A- Legal Description
   Schedule 1- Security Deposit
   Schedule 2- Lessee's Board Resolution
   Schedule 3- First and Second-Option to Extend Term

    IN  WITNESS WHEREOF, said Lessor and Lessee have  caused
this  instrument  to  be executed by their  respective  duly
authorized officers, all as of the day and year first  above
written.

                  Cemanudi Associates, Lessor
                  By CMD Corporation, its General Partner

                  By /s/ President

ATTEST:

/s/Secretary


                  NELCO TECHNOLOGY, INC.


                  By: /s/Robert A. Forcier, President

ATTEST:

/s/Ron Fleming, Secretary







                          EASEMENT

R/W# 2381 AGT. PRL
COUNTY Maricopa
Parcel MCR 228-38


CMD  SOUTHWEST INCORPORATED, an Arizona corporation, for  an
in  consideration  of  the  sum of  One  Dollar,  and  other
valuable   consideration,  receipt  of   which   is   hereby
acknowledged,  do  hereby grant to the  Salt  River  Project
Agricultural  Improvement and Power  District,  a  political
subdivision  of  the  State of Arizona, its  successors  and
assigns, the non-exclusive right, easement and privilege  to
construct,   operate  and  maintain  underground  electrical
conduits, together with its manholes, transformer  pads  and
vaults  and  other appurtenances through,  over,  under  and
across the following described property:

   The  East  162  feet of Lot 9 of BROADWAY  INDUSTRIAL
   PARK  UNIT 4-A, as recorded in Book 228 of Maps, page
   38, Maricopa County, Arizona.

             Said easement being 7.0 feet in width,
        3.5  feet  on  each side of  the  following
        described centerline:

             Commencing at the Southeast corner  of
        said  Lot  9; thence North 89 degrees  53',
        53"  West (assumed bearing) along the South
        line  thereof,  a distance  of  70.5  feet;
        thence  North  16 degrees 13'  47"  East  a
        distance  of 8.0 feet to the TRUE POINT  OF
        BEGINNING of the easement herein described;
        thence  continue North 16 degrees  13'  47"
        East a distance of 103.7 feet; thence North
        03 degrees 41' 27" East a distance of 103.3
        feet; thence South 88 degrees 37' 07"  West
        a distance of 13.0 feet to a terminus:

Caution: The above described easement contains high  voltage
electrical  equipment and notice is hereby  given  that  the
location  of underground electrical conduits may  vary  from
the  locations indicated in the above description, therefore
all  persons  who may excavate in the area must  accordingly
proceed with caution.

   The GRANTEE shall at all times have the right of full and
free  ingress  and egress to said easement for  the  purpose
heretofore specified, and the right to permit other  utility
companies  to use the right of way jointly with the  Grantee
for their utility purposes.

    In  the  event the right, privilege and easement  herein
granted shall be abandoned and permanently cease to be  used
for  the  purpose herein granted, all rights herein  granted
shall  cease  and  revert to the grantors,  their  heirs  or
assigns.

    The  covenants  and agreements herein  set  forth  shall
extend and inure in favor and to the benefit of and shall be
binding  on  the heirs, successors in ownership and  estate,
assigns and lessees of the respective parties hereto.

IN  WITNESS WHEREOF, CMD SOUTHWEST INCORPORATED, an  Arizona
corporation
has caused its corporate name to be signed and its corporate
seal  to  be  affixed by the undersigned officers  thereunto
duly authorized, this 24th day of August, 1981.


                       /s/ President
State of Arizona
County of Maricopa


                 CERTIFICATE OF RESOLUTION
                             OF
                   NELCO TECHNOLOGY, INC.


     The  undersigned,  Harry  Linzer,  Secretary  of  NELCO
TECHNOLOGY,   INC.,  an  Arizona  corporation   (hereinafter
referred to as the "Corporation"), hereby certifies that the
following  resolutions were duly and  regularly  passed  and
adopted in all respects as required by law and the Bylaws of
the Corporation, and that such resolutions are still in full
force and effect and have not been revoked:

   RESOLVED, that the Corporation should, and it  hereby
   does,  approve  that  certain Lease  by  and  between
   Cemanudi Associates, an Illinois limited partnership,
   as  Lessor,  and  the  Corporation,  as  Lessee,  for
   approximately  38,311 square feet of  land,  together
   with    a   building   located   thereon   containing
   approximately 13,995 square feet, commonly  known  as
   1104 West Geneva Drive, Tempe, Arizona 85282; and

   FURTHER  RESOLVED, that Robert A. Forcier,  President
   of the Corporation, should be acting alone hereby is,
   authorized  to  execute said Lease on behalf  of  the
   Corporation.

IN  WITNESS WHEREOF, the undersigned has signed his name  as
Secretary  of the Corporation on this 1st day of  September,
1989.



Harry Linzer
Secretary

















SCHEDULE 1

SECURITY DEPOSIT:

    Lessee  has  deposited the sum of Five Thousand  Dollars
($5,000)  with  the  Lessor as security  for  the  full  and
faithful  performance by the Lessee of  the  terms  of  this
Lease.   It  is agreed that in the event Lessee defaults  in
respect  of  any of the terms, provisions and conditions  of
this  Lease, including, but not limited to, the  payment  of
rent  and  additional rent, Lessor may use, apply or  retain
the  whole or any part of the security so deposited  to  the
extent  required for the payment of any rent and  additional
rent  or  any other sum as to which Lessee is in default  or
for  any  sum which Lessor may reasonably expend or  may  be
reasonably required to expend by reason of Lessee's  default
in  respect of any of the terms, covenants and conditions of
this  Lease, including, but not limited to, any  damages  or
deficiency  accrued before or after summary  proceedings  or
other re-entry by Lessor.

    In  the  event  that Lessee shall fully  and  faithfully
comply  with the terms, provisions, covenants and conditions
of  the  Lease,  the  security shall be returned  to  Lessee
promptly  after the date fixed as the end of the Lease  Term
and  after delivery of the entire possession of the  Demised
Premises to Lessor.

    In  the event of a sale of the demised premises,  Lessor
then  has  the  right  to  transfer  the  security  to   the
purchaser, and upon the purchaser's assumption Lessor  shall
thereupon  be  released  by Lessee from  all  liability  for
return of such security and Lessee agrees to look to the new
Lessor solely for return of said security.




SCHEDULE 2

LESSEE'S BOARD RESOLUTION


   [To be inserted by Lessee]



SCHEDULE 3

FIRST OPTION TO EXTEND TERM

    Lessee, at its option, may extend the term of this Lease
for  an  additional Five (5) years by delivering irrevocable
written  notice  thereof upon the Lessor at  lease  Six  (6)
Months  prior  to the expiration of the then existing  Lease
Term,  and  upon delivery of said notice, the term  of  this
Lease shall be extended for said additional period upon  the
same  terms without further action of the parties;  subject,
however, to the further provisions of this schedule.

RENTAL DURING FIRST EXTENSION OF TERM:

    In the event the original term of this Lease is extended
as  hereinabove provided, the Annual Net Basic  Rent  during
the  first three (3) years of the extended term will be  the
greater of the following:

        (a)  The  Annual Net Basic Rent during the last  two
        (2) years of the original Lease term; or




        (b)  An  amount equal to the product of  Sixty-three
        Thousand Eight Hundred Seventeen and 20/100  Dollars
        ($63,817.20) multiplied by a fraction which  has  as
        its  denominator the United States All Item Consumer
        Price  Index  (1982-1984 = 100), All Urban  Consumer
        Section,  issued by the Bureau of Labor  Statistics,
        U.S.  Department of Labor (hereinafter the  "CPI-U")
        published  for the month immediately  prior  to  the
        beginning  of the original term of this  Lease  and,
        as  its numerator said Index published for the month
        immediately prior to the commencement date  of  said
        extension;

    In the event the original term of this Lease is extended
as  herein  provided, the Annual Net Basic Rent  during  the
last  two (2) years of the extended term will be the greater
of the following:

        (c)  The  Annual  Net Basic Rent  during  the  first
        three (3) years of the extended term; or

        (d) An amount calculated by the following formula:

   (A)x(.50)x{(B/C)-1.00}+(A) = Annual Basic Rent during the
last  two                               (2) year of extended
term of Lease.

             where  A  =The  amount described  in  preceding
             subparagraphs (a) or (b) whichever is greater;

             where  B  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the last two year period of the extended term.

             where  C  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the Five year extended term.

    All such Annual Net Basic Rent due to be paid during any
and  all extensions of the original Lease Term shall be paid
in  equal  monthly  installments, in advance,  in  the  same
manner  as  the rent paid during the original Term  of  this
Lease.

    In  the  event  that the Index hereinabove  referred  to
ceases   to  incorporate  a  significant  number  of   items
contained therein in the Index last published prior  to  the
commencement date of the original term of this Lease, or  if
a  substantial change is made in the method of  establishing
such  Index, then the Index shall be adjusted to the  figure
that  would  have  resulted had no change  occurred  in  the
manner  of  computing such Index.  In the  event  that  such
Index (or a successor or substitute Index) is not available,
a  reliable  governmental or other non-partisan  publication
evaluating  the information theretofore used in  determining
the Index, shall be used in lieu of such Index.


SECOND OPTION TO EXTEND TERM:

   Provided Lessee has validly exercised the First Option to
Extend Term hereinabove described, Lessee at its option, may
extend the term of this Lease for a second, additional  Five
(5)  years by delivering irrevocable written notice  thereof
upon  the  Lessor  at  lease Six (6)  months  prior  to  the
expiration  of the first Five year extension  of  the  Lease
Term,  and  upon delivery of said notice, the term  of  this
Lease shall be extended for said additional period upon  the
same  terms without further action of the parties,  subject,
however to the further provisions of this Schedule.

   RENTAL DURING SECOND EXTENSION OF TERM:

    The  Annual Net Basic Rent due to be paid to Lessor  for
said  Demised Premises during the first Three (3)  years  of
the second option to extend shall be the "Market Rental,  as
that term is hereinafter defined.  The Market Rental will be
equal to the product of 13,995 multiplied by the market rate
of  rent  per  square  foot for comparable  warehouse/office
space  for a comparable lease term on the commencement  date
of  the  option  term (hereinafter referred  to  as  "Market
Rate").   The  Market Rate will be determined as hereinafter
set  forth without regard to (a) the rate of rent Lessee  is
then  paying for the Demised Premises, and (b) the value  of
Lessee's  improvements  and trade fixtures.   In  the  event
Lessee  desires to consider exercising its second option  to
extend as set forth in this Schedule, Lessee shall submit to
Lessor  nine (9) months prior to the expiration of the  then
existing  lease term, a written statement setting forth  the
Lessee's proposed Market Rate, which statement shall include
the  method used and assumptions made in arriving at such  a
rate.   Lessor shall within twenty (20) days of  receipt  of
the  statement accept or reject the same or submit a revised
statement  of Market Rate which statement shall include  the
method used and assumptions made in arriving at such a rate.
If  Lessor accepts Lessee's statement of Market Rate, Market
Rate  shall  be determined as set forth therein  and  Lessee
shall,  in the event it exercises its option to extend,  pay
to  Lessor  during the first Three (3) years of  the  second
option to extend, Annual Net Basic Rent equal to the product
of  Market Rate times 13,995 square feet.  If Lessor  elects
to  submit a revised statement, Lessee shall within ten (10)
days  of  receipt thereof either accept or reject the  same.
If Lessee accepts Lessor's revised statement of Market Rate,
Market  Rate  shall be determined as set forth  therein  and
Lessee  shall,  in  the  event it exercises  its  option  to
extend,  pay  to Lessor Annual Net Basic Rent determined  as
set  forth  above  in this paragraph.  If,  however,  Lessor
rejects  Lessee's statement of Market Rate or Lessee rejects
Lessor's  revised  statement of Market Rate,  the  rejecting
party shall name and appoint an independent M.A.I. appraiser
and  give written notice thereof to the non-rejecting  party
within five (5) days of the date of such rejection.  The non-
rejecting  party shall, within five (5) days of the  receipt
of  said  notice  of  rejection, name  and  appoint  another
appraiser  and  give  the  rejecting  party  written  notice
thereof.  Thereafter, said appraisers shall select  a  third
appraiser.   If said appraisers are unable to agree  on  the
selection  of a third appraiser within five (5)  days,  they
shall  jointly petition the Superior Court of the County  of
Maricopa, Arizona, for the appointment of a third appraiser.
Thereupon, the said appraisers shall independently determine
the  market  rate  for leasing the Demised Premises.   Their
respective written reports of Market Rate shall be submitted
to  Lessor and Lessee not later than seven (7) months  prior
to  the expiration of the then term or on such later date as
Lessor and Lessee may mutually agree.  Upon delivery of  the
aforesaid written reports of value, and Market Rate
shall   be  computed  as  follows:  (a)  average  the  three
appraisals  and disregard the appraisal which  deviates  the
greatest from the average; and (b) average the two remaining
appraisals.   The  average of the two  remaining  appraisals
shall  constitute the Market Rate and shall be binding  upon
the  Lessor and Lessee.  In the event Lessee then  exercises
its  option  to  extend, the exercise of  which  shall  take
place,  if  at  all, at lease six (6) months  prior  to  the
expiration of the then existing lease term, Lessee shall pay
to  Lessor  during the first three (3) years of  the  second
option  to extend Annual Net Basic Rent equal to the product
of  Market  Rate times 13,995 square feet.  The  Lessor  and
Lessee  shall each bear the fees, costs and expenses of  the
appraiser  selected by it, and the fees, costs and  expenses
of  the appraiser appointed by the parties' appraisers shall
be  shared  equally  by Lessor and Lessee.   Either  party's
failure  to  fully  comply  in a  timely  fashion  with  the
provisions regarding determination of Market Rate  shall  be
deemed  an abandonment of this method of determining rental,
and  the Market Rate shall be determined solely by the  non-
defaulting  party's appraiser.  Thereafter, the  Annual  Net
Basic  Rent  to be paid for the Demised Premises during  the
fourth and fifth years of the second option to extend  shall
be the greater of the following:

        (a)  The  Market Rental (as determined hereinabove);
        or

        (b) An amount calculated by the following formula:

   (A)x(.50)x{(B/C)-1.00}+(A) = Annual Basic Rent during the
last two
                        (2) year of second extended term  of
Lease.


             where  A =The Annual Net Basic Rent during  the
             first  three  (3) years of the second  extended
             term.

             where  B  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the   last  two  year  period  of  the   second
             extended term.

             where  C  =The CPI-U published for  the  period
             immediately prior to the commencement  date  of
             the second Five year extended term.

   In the event that the Price Index hereinabove referred to
ceases   to  incorporate  a  significant  number  of   items
contained  in  the  Index  last published  prior,  or  if  a
substantial  change  is made in the method  of  establishing
such  Index, then the Index shall be adjusted to the  figure
that  would  have  resulted had no change  occurred  in  the
manner  of  computing such Index.  In the  event  that  such
Index (or a successor or substitute Index) is not available,
a  reliable  governmental or other non-partisan  publication
evaluating  the information theretofore used in  determining
the Index, shall be used in lieu of such Index.

    All  such rental required herein shall be paid  in  then
lawful  money  of  the  United States of  America  in  equal
monthly  installments; one installment to be paid  upon  the
first  day of each and every calendar month during the  term
hereof  to  the Lessor at such place as may,  from  time  to
time,  be  designated by them; and in the  absence  of  such
designation,  at  the last known office  of  the  Lessor  in
Tempe, Arizona.


RESTRICTIONS ON OPTION:

   Lessee may not exercise an Option if Lessee is in any way
in  default  of  any of the terms, conditions  or  covenants
contained  in  this Lease beyond an applicable cure  period,
and  the occurrence of any default by Lessee from and  after
the  date  of  notice of exercise of an Option and  Lessee's
subsequent   failure  to  cure  said  default   within   the
applicable period, shall result in the immediate termination
forever  of  the Options, and all rights of  Lessee  as  set
forth in this Schedule without further action of the parties
and all without prejudice to the other rights of Lessor.

    The  Options are for the sole benefit of the above named
Lessee and shall automatically terminate upon any assignment
of  this  Lease, sublease of the Demised Premises, or  other
transfer  of  this  Lease  and/or  the  rights  of   Lessee,
provided,  however,  that Lessee shall  have  the  right  to
exercise  only the next available option to extend the  term
an  additional five (5) years in the event Lessee assigns or
subleases  this  Lease, pursuant to the provisions  of  SEC.
1201,   subject   however,  to  the  following   terms   and
conditions:

        1)   This right to exercise one (1) option to extend
        the  term  in the event of an assignment or sublease
        is  a one time right, and shall not be applicable in
        the   event   of   any  subsequent  assignments   or
        subleases;

        2)   Notwithstanding  the provisions  of  Article  3
        with  regard  to  determining the Annual  Net  Basic
        Rent,  the Annual Net Basic Rent during the extended
        term  if  this  option  is  exercised  following  an
        assignment   or  sublease,  shall  be  the   "Market
        Rental",  and  shall be determined substantially  in
        accordance  with the procedures set  forth  in  this
        Schedule 3 for determining Market Rental.

        3)   Notwithstanding the provisions of SEC.1202,  as
        a   condition  precedent  to  the  approval  of  any
        sublease,  assignment of any other type of  transfer
        by  the  Lessee  to  any third party  of  all  or  a
        portion  of  its  interest in  and  to  the  Demised
        Premises  pursuant to the provisions of this  Lease,
        Lessee  agrees  that  it will  pay  to  the  Lessor,
        contemporaneously  with  the  rental  payments   due
        during  the five (5) year option period, any amounts
        Lessee  may  receive in excess of the Market  Rental
        as  determined aforesaid, and in the event less than
        all  of  the  Demised  Premises  are  so  subleased,
        assigned  or  transferred in  any  way,  the  Lessee
        shall  pay to the Lessor any increase in the  square
        foot  rate of rent paid to Lessee during this option
        period by any third party.




[Exhibis-02-10.08]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>17
<FILENAME>ex1008a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.08(a)



                 FIRST AMENDMENT TO LEASE


       This  FIRST  AMENDMENT is made on this 21st  day  of
October,  1994  between  CEMANUDI ASSOCIATES,  an  Illinois
Limited Partnership ("Lessor") and NELCO TECHNOLOGY,  INC.,
an Arizona corporation ("Lessee").

A.  Lessor and Lessee previously entered into that  certain
Lease  dated August 31, 1989 for the lease of the  premises
commonly  known as II 04 West Geneva Drive, Tempe,  Arizona
("Lease").

       B.      Lessor  and Lessee now desire to extend  the
term of the Lease, subject to the terms and conditions  set
forth in this First Amendment.

     Lessor and Lessee agree as follows:

       1.  Definitions. All of the terms used in this First
Amendment  shall have the same meanings set forth  therefor
in  the  Lease,  except to the extent expressly  set  forth
otherwise herein.
       2.  First Extension Term. The term of the  Lease  is
hereby  extended  for the period ("First  Extension  Term")
commencing on and including September 1, 1994 and ending at
11:59  P.M. (local time at the Demised Premises) on  August
31, 1999.

      3. First Extension Term Annual Net Basic Rent. Lessee
agrees  to  pay to Lessor Annual Net Basic Rent during  the
First Extension Term as follows:
            (a)  During the period commencing on and includ
ing  September 1, 1994 and ending August 31,  1997,  Lessee
shall pay to Lessor as Annual Net Basic Rent the greater of
(i)  Sixty-Nine Thousand Seven Hundred Fifty-Eight and 40/1
00  Dollars  ($69,758.40), or (ii) an amount equal  to  the
product of Sixty-Three Thousand Eight Hundred Seventeen and
20/100 Dollars ($63,817.20) multiplied by a fraction  which
has  as its denominator the United States All Item Consumer
Price  Index  (I  982-1984  = I  00),  All  Urban  Consumer
Section,  issued  by the Bureau of Labor  Statistics,  U.S.
Department  of Labor ("CPI-U") published for  August,  1989
and  as its numerator the CPI-U published for August,  1994
("Initial Rent").

            (b)  During the period commencing on and includ
ing  September 1, 1997 and ending August 31,  1999,  Lessee
shall pay to Lessor as Annual Net Basic Rent the greater of
(i)  the Initial Rent, or (ii) an amount calculated by  the
following formula:
            (A)x  (.50) x {(B/C - 1.00} + A = Annual  Basic
Rent  during  the  last two (2) years of extended  term  of
lease.

          where A = Initial Rent
           where  B = The CPI-U published for August  1997,
the period immediately prior to the commencment date of the
last two year period of the extended term.


           where  C = The CPI-U published for August  1994,
the period immediately prior to the commencment date of the
five year extended term.

Such Annual Net Basic Rent shall be paid to Lessor in equal
monthly  installments on or before the  first  day  of  the
First Extension Term and on or before the first day of each
successive  calendar month throughout the  First  Extension
Term.

       4.  Full  Force  and Effect. Except  to  the  extent
expressly  provided otherwise in this First Amendment,  all
of  the  terms and conditions set forth in the Lease  shall
remain in full force and effect.

      5. Conflicts. In the event that any of the provisions
of  the Lease conflict with any of the terms and provisions
of  this First Amendment, the terms and provisions of  this
First Amendment shall prevail.

       6.  Time of Essence. Time is of the essence of  each
and every term of this First Amendment.


       IN  WITNESS  WHEREOF, said Lessor  and  Lessee  have
caused  this instrument to be executed by their  respective
duly  authorized officers, all as of the day and year first
written above.


                                                     LESSOR
CEMANUDI          ASSOCIATES,          an          Illinois
Limited Partnership

                        By CMD CORPORATION

                     By:___________________
                        Its: Vice President



                        LESSEE

                        NELCO TECHNOLOGY, INC., an Arizona
                        corporation

                     By:___________________
                         Its:  Vice  President and  General
Manager


[Exhibis-02-10.08a]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>18
<FILENAME>ex1013.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.13






                       LEASE CONTRACT


                           BETWEEN


                     THE NEW YORK STATE


                DEPARTMENT OF TRANSPORTATION


                             AND



                THE EDGEWATER STEWART COMPANY
















February 26, 1988
















                       C 0 N T E N T S



 Article Page

 Introduction 1
 1    Term    3
 2    Leased Premises   4
 3    Use of Leased Premises 6
 4    Rental  8
 5  Acceptance, Care, Maintenance,
    Improvements and Repair  11
 6  Additional Obligations of Lessee   17
 7  Ingress and Egress  21
 8  Insurance, Damage or Destruction   23
 9  Liabilities and Indemnities   29
 10 Leasehold Mortgages 32
 11 Assignment and Sublease  49
 12 Condemnation   54
 13 Non-Discrimination  59
 14 Governmental Requirements     61
 15 Rights of Entry Reserved 63
 16 Additional Rents and Charges  66
 17 Termination by the Department 68
 18 Surrender and Right of Re-Entry    71
 19 Services to Lessee  72
 20 Survival of the Obligations of the Lessee    74
 21 Use Subsequent to Cancellation or Termination     76
 22 Notices   77

Article
Page
23                          Holding                       Over
79
24                       Invalid                    Provisions
80
25   Miscellaneous Provisions:

    Remedies to be Nonexclusive   81
    Non-Waiver of Rights     81
    Force Majeure  81
    Non-liability of Individuals  82
    Quiet Enjoyment     82
    Estoppel Certificate     82
    Short Form of Lease 83
    General Provisions  83
 26 Supplementary Provisions 85
 27 Entire Agreement    87

 AA Disbursement of Deposited Moneys   AA-1









                       LEASE AGREEMENT

     This Agreement of Lease, made and entered into this, day
of  February,  1988, by and between: THE STATE  OF  NEW  YORK
ACTING  BY  AND  THROUGH  its DEPARTMENT  OF  TRANSPORTATION,
having  offices at 1220 Washington Avenue, Albany,  New  York
12232,  hereinafter  referred to as the "Department  and  THE
EDGEWATER  STEWART  COMPANY, a New York general  partnership,
having  an  office  at  The Hilton Tower,  465  South  Salina
Street,  Syracuse, New York 13202-24-87, hereinafter referred
to  as  the "Lessee". Lessee's Employer Identification Number
is 16-1314192.

WITNESSETH THAT:

WHEREAS,  the  Department is the fee owner  of  the  premises
known  as  Stewart  International  Airport  Industrial   Park
located  in  the Town of New Windsor, New York and  presently
comprising approximately 8,000 acres, and wherever "Park"  is
used  in  this  Lease  it  shall be  construed  to  mean  the
Industrial Park as it may be expanded from time to time; and

WHEREAS,  Lockheed  Air Terminal Inc.  is  the  current  Park
Manager for the Department under an agreement dated April  1,
1983,  and wherever "Department" is used herein it  shall  be
construed   to   mean  the  New  York  State  Department   of
Transportation or its Park Manager acting on its behalf; and

WHEREAS,  the Department and the Lessee are mutually desirous
of  entering  into a Lease for the development of  a  certain
area in the Park; and

WHEREAS,   the   Department  desires  to   further   promote,
accommodate and enhance the economic development of  the  Mid
Hudson  Valley area through development at the Park  and  the
Lessee  desires  to  construct and lease a  light  industrial
fabrication and distribution facility in the Park area; and

WHEREAS,  the  Department  and the  Lessee  have  reached  an
understanding  in  principle  which  envisions  the  Lessee's
construction and use of an approximately 57,200  square  foot
light   industrial  fabrication  and  distribution  facility,
hereinafter  the "Facility", and associated site improvements
without cost to the Department on the Leased Premises.

NOW,  THEREFORE, in consideration of the premises and of  the
rents,   covenants  and  conditions  herein  contained,   the
Department  does hereby lease to the Lessee the area  of  the
Park  described in Article 2 hereof (hereinafter referred  to
as  "the  Leased Premises"), during the term hereof  for  the
term and pursuant to the conditions hereinafter set forth.












                          ARTICLE 1

                            TERM

1.1  The Initial Term of this Agreement shall be for a period
     of twenty-five (25) years and eight (8) months commencing on
     February 1, 1988, and expiring on September 30, 2013, unless
     sooner terminated in accordance with the provisions hereof.
1.2  The Lessee shall have an option to extend the term of
this Agreement for seven (7) additional periods of five (5)
years each, (the "Extended Terms") provided Lessee is not, at
the time of its exercise of such option, in default of its
obligations hereunder. In the event Lessee exercises said
options it shall do so no later than one year prior to the
expiration of the Initial Term or the then current Extended
Term. The terms and conditions during the Extended Terms
shall be the same. The rent escalation shall continue
throughout the Initial Term and Extended Terms as set forth
in Article 4 hereof.
1.3  The Initial Term of this Agreement is subject to
Lessee's right of termination as set forth in Section 5.1.3
hereof.


                          ARTICLE 2

                       LEASED PREMISES

2.1  The Leased Premises consist of:

2.1.1     A six and eight tenths (6.8) acre parcel of land on
     the Westerly portion of Lot 6 of the Park more particularly
     described and shown on Exhibit A attached hereto and made a
     part hereof.

2.1.2      All  improvements now or hereafter constructed  on
     the aforementioned land.

2.2. The  Department  warrants and  represents  that  it  has
     obtained  by eminent domain or otherwise, fee  title  to
     the   Leased  Premises,  free  of  any  restriction   or
     encumbrance which would prevent the construction of  the
     improvements  which  Lessee  is  required  hereunder  to
     construct  or  which  would  prevent  the  use  of  such
     improvements  as  a  light  industrial  fabrication  and
     distribution facility.

2.3  The Department represents and warrants to Lessee that it
     has  unencumbered title to the Leased Premises by virtue
     of the acquisition of certain parcels of land now a part
     of   the  Airport  through  the  1967  New  York   State
     Transportation Bond Issue and the provisions of  Section
     400 of the Transportation Law of the State of New York.

2.4  The Department agrees to provide Lessee immediate access
     to the Leased Premises and the surrounding environs during
     normal business hours for the purpose of site testing to
     determine its suitability for the proposed construction.

2.5  The  Leased  Premises  is subject  to  the  Department's
     perpetual  easement, fifty feet in width, running  in  a
     Northerly direction along the Easterly boundary of the Leased
     Premises from Governor Drive to Lot-6-B.

2.6  Lessee  shall have an option for the development of  Lot
     6-B, consisting of approximately three acres between the
     Leased Premises and the Park boundary along Interstate 84,
     for the sole purpose of expanding the Facility for a period
     of three years commencing August 1, 1988 and expiring July
     31, 1991. To exercise its option, the Lessee shall be in
     compliance  with  all the terms and conditions  of  this
     Agreement  and shall pay the Department a fee of  $1,000
     annually in advance therefor.

2.6.1.     At  the time Lessee exercises the option: (a)  Lot
     6-B  shall merge into the Leased Premises and  become  a
     part  thereof; (b) the perpetual easement set  forth  in
     Section 2.5 shall be extinguished, and; (c) the rent for
     Lot  6-B  shall  be at the same rate as for  the  Leased
     Premises  at that time and shall escalate thereafter  at
     the times and amounts as set forth in Article 4 hereof.


                          ARTICLE 3

                   USE OF LEASED PREMISES

3.1  The  Lessee shall occupy and use the Leased Premises for
     the   construction  and  leasing  of  light   industrial
     fabrication and distribution facilities. Nothing  herein
     shall  be  construed to prevent Lessee from using  these
     Premises  for any other lawful purposes consistent  with
     the  provisions of this Agreement and the Park's current
     Performance and Development Standards.

3.2  Lessee shall not use or allow the Leased Premises to  be
     used  for  any unlawful purpose or in violation  of  any
     certificate of occupancy covering or affecting  the  use
     of  the Leased Premises, or any part thereof, or for any
     use  which,  in law, constitutes a nuisance,  public  or
     private,  or which voids or makes voidable any insurance
     then in force with respect thereto.

3.3  There  is hereby reserved to the State of New York,  its
     successors and assigns, for the use and benefit  of  the
     public,  the right of flight of aircraft in the airspace
     above   the  surface  of  the  Leased  Premises   herein
     conveyed. This public right of flight shall include  the
     right  to cause in said airspace, any noise inherent  in
     the operation of any aircraft used in navigation enroute
     to or from, or taking off or landing at, or operating at
     Stewart International Airport, Newburgh, New York.

3.4  Nothing  contained in this Agreement shall be  construed
     to  grant  to  the Lessee any additional rights  in  the
     airspace  above the Leased Premises which  would  be  in
     violation  of  Federal  Aviation  Administration  rules,
     regulations or orders currently in force as subsequently
     promulgated.

3.5  Lessee's  use of the Leased Premises is subject  to  the
     Department's  easement described  in  Sections  2.5  and
     2.6.1 hereof.

3.6  Except  for  the  exclusive  right  of  the  Lessee   to
     possession  of the Leased Premises, no exclusive  rights
     in the Park are granted by this Agreement and no greater
     rights  or  privileges with respect to the  use  of  the
     Leased  Premises  or  any part thereof  are  granted  or
     intended  to be granted to the Lessee by this Agreement,
     or  by  any  provision  thereof,  than  the  rights  and
     privileges expressly and specifically granted hereby.

3.7  Lessee  agrees  that all water, mineral  and  any  other
     subsurface   rights  are  the  sole  property   of   the
     Department  and  Lessee shall not  have  any  rights  or
     rights of access thereto.


                          ARTICLE 4

                           RENTAL

4.1  For  use  and  occupancy  of  the  Leased  Premises  and
     privileges herein granted, the Lessee agrees to  pay  to
     the  Department during the period commencing on  October
     1,  1988,  and ending on September 30, 1993,  an  annual
     rental of thirty-four thousand six dollars, eighty cents
     ($34,006.80).

4.1.1      The  annual rental payable hereunder shall be paid
     in  equal monthly installments on the first day of  each
     month in advance at the Office of the Park Manager or at
     such  other office as may be directed in writing by  the
     Department. The monthly installment for the  first  five
     years of the lease term through September 30, 1993 shall
     be  two  thousand  eight  hundred thirty-three  dollars,
     ninety cents ($2,833.90).

4.1.2     Commencing October 1, 1993 and ending September 30,
     1998,  Lessee  shall pay an annual rent of  thirty-seven
     thousand  three  hundred  ninety-three  dollars,  twenty
     cents  ($37,393.20) plus a rent escalation on  the  Rent
     amount  in Section 4.1 above as calculated in accordance
     with the provisions of Section 4.2 hereof.

4.2  Commencing  on  October  1,  1993  and  on  each   fifth
     anniversary thereof during the remainder of the  Initial
     Term,  the  annual  rent  payable  hereunder  shall   be
     adjusted (subject to the provisions of 4.2.1 hereof)  by
     multiplying  the  annual  rent  payable  in   the   next
     preceding  year  of the Leased Term by a  fraction,  the
     numerator of which shall be the C.P.I. (as such term  is
     hereinafter defined) published for the month of  October
     of  the  year in which such adjustment is made  and  the
     denominator  of which shall be the C.P.I. published  for
     the month of September of the calendar year in which the
     last  preceding  such  adjustment  was  made;  provided,
     however that the denominator for first adjustment  shall
     be  the C.P.I. for the month of September, 1988.  In  no
     event shall the annual rental payable under this Section
     4.2  be  less  than  the  amount payable  for  the  last
     adjusted period.

4.2.1      The  term "C.P.I." as used herein shall  mean  the
     Consumer Price Index for all Urban Consumers, all items,
     Selected Large Cities, for the New York/Northeastern New
     Jersey  Area  as  published  by  the  Bureau  of   Labor
     Statistics  of  the United States Department  of  Labor,
     1982-84 base equals 100, provided, however, that for the
     purpose of this Agreement, the escalation of the  C.P.I.
     shall  not exceed twenty-five percent (25%) in any  five
     years  during  the Initial Term. In the event  that  the
     base  year is changed, the C.P.I. shall be converted  to
     the equivalent of the base year 1982-84 equals 100.

4.2.2     If the option for any Extended Term is exercised by
     the  Lessee, then the Department shall, six months prior
     to  the  commencement  of each of  the  Extended  Terms,
     complete  an appraisal of the land value of  the  Leased
     Premises.  The  appraisal  will  be  performed   by   an
     appraiser  selected  by  the Department.  The  appraiser
     shall  be  certified by the American Institute  of  Real
     Estate  Appraisers (M.A.I.) and licensed to do  business
     in  the  State of New York. The annual rent  during  the
     first  Extended Term shall be ten percent (10%)  of  the
     appraised  fair market value of the land,  exclusive  of
     the Facility and without regard to the fair market value
     of  the  Facility, but in no event less than the  annual
     rental  rate  paid  during the last five  years  of  the
     Initial Term or during the then current Extended Term.

4.3  Promptly  upon  the execution of this Agreement,  Lessee
     shall  submit plans and specifications to the Department
     in  accordance  with the provisions of the  Department's
     Construction Application and Appendix B hereof.

4.4  As additional rent, the Lessee shall construct, or cause
     to  be  constructed, the Facility at the Leased Premises
     generally  in  accordance with the Lessee's  site  plans
     SP-1  dated  November 10, 1987 and revised  February  3,
     1988  and  SP-2  dated  November 10,  1987  and  revised
     February  9, 1988 as modified, supplemented  or  amended
     pursuant to the Department's review and approval process
     as  set forth in Section 5.4 and Appendix B hereof  (the
     "Initial  Improvements"). A copy of that site plans  are
     attached  hereto as Exhibits B-1 and B-2,  respectively,
     and made a part hereof.

4.5  The  Facility  shall be substantially  completed  on  or
     before December 31, 1988. Construction of the facility must
     begin within ninety (90) days after approval of the Lessee's
     plans and specifications by the Department. If Lessee delays
     construction beyond that date, the Department may, in its
     sole discretion, terminate this Agreement by prompt written
     notice to Lessee.


ARTICLE 5

ACCEPTANCE, CARE, MAINTENANCE,IMPROVEMENTS AND REPAIR

5.1  Subject to the provisions of 2.4 hereof, and in reliance
    upon the representations of the Department set forth in this
    Section 5.1, Lessee warrants that it has inspected the Leased
    Premises and accepts possession of the Leased Premises "as
    is"   in  its  present  condition  and.acknowledges   its
    suitableness  and  sufficiency  for  the  uses  permitted
    hereunder. The Department represents to the Lessee that, to
    its knowledge, the Leased Premises is free of any adverse
    environmental conditions and no part of the Leased Premises
    lies  in a flood hazard area or constitutes a fresh water
    wetland, nor is any part of the Leased Premises within 100
    feet of a fresh water wetland. Except as may otherwise be
    provided for herein, the Department shall not be required to
    maintain nor to make any improvements, repairs or restoration
    upon or to the Leased Premises or to any of the improvements
    presently located thereon. The Department shall not have any
    obligation to repair, maintain or restore, during the term of
    this  Agreement, any improvements placed upon the  Leased
    Premises by the Lessee, its successors and assigns.

5.1.1      In  the  event the representations made in Section
     5.1  above  are not accurate and hazardous  material  is
     found on or under the Leased Premises and such hazardous
     material  existed  prior to the date of  Agreement,  the
     Department  accepts  responsibility for  performing,  or
     causing  to  be performed by the Lessee and reimbursable
     to  the  Lessee by the Department, any and all  clean-up
     efforts required by law.

5.1.2Alternatively, the Department agrees to offer to  Lessee
     an alternate comparable site for the Facility, if one is
     available.

5.1.3      In  the  event  the  clean-up  efforts  cannot  be
     performed, or it an alternate site is not available in a
     timely manner to meet Lessee's timetable for construction for
     Johnson Controls, then this Agreement shall be terminable
     upon written notice by either party to the other.

5.1.4       In  the  event  Lessee  discovers  any  hazardous
     material on the Leased Premises, it will promptly notify
     the Department in writing and comply with all directives
     by the Department.

5.1.5       The   Department  will  facilitate  environmental
     approvals   as   necessary  or   appropriate   for   the
     construction  and  operation of  the  project  described
     herein.  Lessee agrees to cooperate fully  and  promptly
     with the Department in providing it with any data, forms
     or other information required by the Department.

5.1.6      The  Lessee's obligation under this  Agreement  is
     contingent  upon the Leased Premises being free  of  any
     adverse environmental condition and Lessee's ability  to
     obtain  all  necessary  permits and  approvals  for  the
     Facility  and other improvements to be used  by  Johnson
     Controls, provided that Lessee pursues the obtaining  of
     said permits and approvals with all due diligence.

5.1.7      Lessee shall be responsible for permits issued  by
     involved  agencies relative to industrial processes  and
     operations.

5.2  The  Lessee shall throughout the term of this  Agreement
     assume  the entire responsibility, cost and expense  for
     all  cleaning, repair and maintenance whatsoever on  the
     Leased  Premises and all improvements thereon in a  good
     and   workmanlike  manner,  whether   such   repair   or
     maintenance be ordinary or extraordinary, structural  or
     otherwise.  Additionally, the Lessee,  without  limiting
     the generality hereof, shall:

5.2.1      Provide  and  maintain on the Leased Premises  all
     obstruction  lights  and  similar  devices,  and  safety
     equipment required by law.

5.2.2     Take measures to prevent erosion, including but not
     limited  to the planting and replanting of grasses  with
     respect to all portions of the Leased Premises not paved
     or  built  upon, and in particular shall plant, maintain
     and replant any landscaped areas.

5.2.3      Be  responsible for the maintenance and repair  of
     all  utility service lines placed on the Leased Premises
     and  used by the Lessee exclusively, including, but  not
     limited to, water lines, gas lines, electrical power and
     telephone conduits and lines, sanitary sewers and  storm
     sewers  provided however, that the Department  shall  be
     responsible for assuring the maintenance and  repair  of
     the  road and utilities which it is obligated to install
     hereunder  up  to  the  boundary  lines  of  the  Leased
     Premises.

5.3  In  the  event  the  Lessee fails: (a)  to  commence  to
     maintain,  clean,  repair, replace, rebuild  or  repaint
     within a period of thirty (30) days after written notice
     from the Department to do any maintenance or repair work
     required  to  be  done  under  the  provisions  of  this
     Agreement,  including  preventive maintenance  within  a
     period  of  ninety (90) days of the said written  notice
     specifying  that  the  work to be  accomplished  by  the
     Lessee involves preventive maintenance only; (b)  or  to
     diligently   continue   to   completion   any   repairs,
     replacement,  rebuilding,  painting  or  repainting   as
     required under this Agreement; then, the Department may,
     at  its  option,  and in addition to any other  remedies
     which  may  be  available  to  it,  enter  the  premises
     involved,  without such entering causing or constituting
     a cancellation of this Agreement or an interference with
     the  possession  of  the  Leased Premises,  and  repair,
     replace, rebuild or paint all or any part of the  Leased
     Premises or the improvements thereon, and do all  things
     reasonably  necessary to accomplish the  work  required,
     and the cost and expense thereof shall be payable to the
     Department  by  the Lessee on demand.  The  Department's
     costs  and  expenses shall include all direct costs  and
     expenses of the Department, its agents, contractors, and
     employees   and  all  allocations  of  fringe  benefits,
     overhead,  legal  and  administration  charges  actually
     incurred.   Furthermore,  should  the  Department,   its
     officers,  employees  or  agents  undertake   any   work
     hereunder,  the  Lessee  hereby  waives  any  claim  for
     damages,   consequential  or  otherwise,  as  a   result
     therefrom except for claims for damages arising from the
     negligence   of   the   Department,   its   agents   and
     contractors.  The foregoing shall in no  way  affect  or
     alter the primary obligations of Lessee as set forth  in
     this Agreement, and shall not impose or be construed  to
     impose  upon the Department any obligations to  maintain
     the   Leased   Premises,  unless   specifically   stated
     otherwise herein.

5.4  Plans   and   specifications  for  all  major   repairs,
     construction, alterations, modifications,  additions  or
     replacements costing in excess of fifty thousand dollars
     ($50,000), which amount shall be escalated by the C.P.I.
     over the Term and Extended Term of the Agreement in  the
     same  manner  as  the  rent is escalated  in  Article  4
     hereof,  (hereinafter  referred  to  as  "Improvements')
     including,  without  limitation  the  Facility   to   be
     constructed  by  the Lessee pursuant  to  Section  4.4.1
     above  and  Appendix B hereto and the Park's Performance
     and  Development  Standards, shall be submitted  to  and
     receive the written approval of the Department,  and  no
     such   work  shall  be  commenced  until  such   written
     approvals   are  obtained  from  the  Department   which
     approval  shall not be unreasonably withheld or delayed.
     The  Department  shall advise the Lessee  within  thirty
     (30) days after receipt of the written request, together
     with  copies  of  the plans and specifications  for  the
     proposed  improvements in sufficient detail  to  make  a
     proper review thereof, of its approval or disapproval of
     the  proposed  work,  and in the event  it  disapproves,
     stating its reasons therefore. In determining whether to
     approve   a   major  repair,  construction,  alteration,
     modification,  addition or replacement,  the  Department
     shall  be guided by the criteria set forth in Section  3
     of Appendix B and the Park's Performance and Development
     Standards.

5.5  If   the   Lessee   makes   any   Improvements   without
     Departmental  approval or that are  disapproved  by  the
     Department, then, upon notice to do so, the Lessee shall
     remove the same or at the option of the Department cause
     the same to be changed to the reasonable satisfaction of
     the  Department. If the Lessee fails to comply with such
     notice  within thirty (30) days or to commence to comply
     and  pursue diligently to completion, the Department may
     effect  the removal or change and the Lessee  shall  pay
     the  cost  (as  defined in Section 5.3) thereof  to  the
     Department.

5.6  The  complete  and  unencumbered title  to  Improvements
     shall  vest in the Department at the expiration  of  the
     Initial Term or the expiration of the Extended Term,  if
     exercised,  of  this  Agreement  or  upon  the   earlier
     termination of this Agreement.


ARTICLE 6

ADDITIONAL OBLIGATIONS OF LESSEE

6.1  The Lessee shall conduct its operations hereunder so  as
     not to unreasonably annoy, disturb, or endanger others.

6.2  The  Lessee  shall take all reasonable measures  not  to
     produce   or   cause  to  be  produced  any  electrical,
     electronic or other disturbance that interferes with the
     operation  by  the  Department or the  Federal  Aviation
     Administration  of  air navigational,  communication  or
     flight   equipment  on  Stewart  International   Airport
     (hereinafter  "Airport")  or  on  aircraft   using   the
     Airport, or with ground transportation communications.

6.3  The Lessee shall control the conduct and demeanor of its
     officers,   agents,   employees,  invitees   and,   upon
     reasonable objection from the Department concerning  the
     conduct,  demeanor of any such person, the Lessee  shall
     immediately  take all lawful steps necessary  to  remove
     the cause of the objection.

6.4  The  Lessee shall comply with all health and safety laws
     and  any other federal, state or municipal laws,  rules,
     regulations and building codes applicable to the  Leased
     Premises and the improvements thereon and its operations
     at the Park hereunder.

6.5  The  Lessee  shall be responsible for removal  from  the
     Park  of  all garbage, debris and other waste  materials
     (whether  solid or liquid) arising out of its  occupancy
     of  the  Leased  Premises or out of its operations.  The
     Lessee  shall dispose of its sewage through the sewerage
     system  operated  by  the Town of Newburgh.  The  Lessee
     shall  provide and use suitable covered metal  or  other
     rigidly  and sturdily constructed receptacles,  suitably
     screened  from public view, for all garbage,  trash  and
     other  refuse  created on or arising in connection  with
     the  activities conducted on the Leased Premises. Piling
     of boxes, cartons, barrels or other similar items, in an
     unsightly  or  unsafe  manner, on or  about  the  Leased
     Premises  is  forbidden.  The  manner  of  handling  and
     disposing  of  trash, garbage and other refuse  and  the
     frequency  of  removal thereof from  the  Park  premises
     shall  at  all  times  be  subject  to  the  lawful  and
     reasonable  rules,  regulations  and  approval  of   the
     Department.

6.6  The  Lessee  shall commit no nuisance or  waste  on  the
     Leased Premises,and shall not do, or permit to be  done,
     anything which may result in the creation, commission or
     maintenance  of  such  nuisance,  waste  on  the  Leased
     Premises.

6.7  The Lessee shall not do, nor permit to be done, anything
     which   may   nterfere   with   the   effectiveness   or
     accessibility  of the drainage system, sewerage  system,
     fire  protection system, sprinkler system, alarm  system
     and  fire  hydrants  and hoses,  if  any,  installed  or
     located on the Leased Premises.

6.8  The  Lessee  shall  not overload any  floor,  structure,
     structural  member or paved area on the Leased  Premises
     and  shall  repair  at the Lessee's expense  any  floor,
     structure, structural member, or any paved area  damaged
     by overloading without limiting the Lessee's obligations
     pursuant to Article 5 hereof.

6.9  The  Lessee shall not do, nor permit to be done, any act
     or  thing  upon the Leased Premises which will  cause  a
     default  in, or invalidate, any fire insurance  policies
     applicable to the Leased Premises or any part thereof.

6.10 From  time to time, the Department may conduct pressure,
     water  flow,  and other appropriate tests  of  the  fire
     extinguishing  system and apparatus which constitutes  a
     part  of  the  Leased  Premises, if installed,  and  the
     Lessee's proportionate share of the cost of which  tests
     shall  be  paid  to the Department by  the  Lessee  upon
     demand.

6.11 Except  for  the  accommodation  of  its  employees  and
     guests,  the Lessee shall not install, maintain, operate
     or  permit the installation, maintenance or operation of
     any restaurant, kitchen, stand or other establishment of
     any type for the sale of food or of any vending machines
     or  device  designed to dispense or sell merchandise  or
     services of any kind to the general public.

6.12 It  is the intent of the parties hereto that noise shall
     be  held to a reasonable minimum. To this end the Lessee
     will  conduct its operations in such a manner as to keep
     the  noise  produced by trucks and other mechanical  and
     electrical  equipment thereof or any other  noise  to  a
     minimum  by such methods as are practicable, considering
     the extent and type of the operations of the Lessee.


ARTICLE 7

INGRESS AND EGRESS

7.1  The  Lessee  shall have the right of ingress and  egress
     between  the Leased Premises and the public roadways  by
     means  of connecting paved roads. Such rights of ingress
     and  egress shall be in common with others having rights
     of passage thereon.

7.2  The  use  of  any such roadway shall be subject  to  the
     lawful  Rules and Regulations of the Park which are  now
     in  effect  or  which may hereafter be promulgated.  The
     Department  may,  at  any  time,  temporarily  close  or
     consent  to or request the closing of, any such  roadway
     and  any  other  way at, in or near the Leased  Premises
     presently  or  hereafter used as  such,  so  long  as  a
     reasonable means of ingress and egress as provided above
     remains  available  to  the Lessee.  The  Lessee  hereby
     releases  and  discharges the Department, its  officers,
     employees  and agents, and all municipalities and  other
     governmental authorities and their respective successors
     and assigns, of and from any and all claims, demands, or
     causes of action which the Lessee may now or at any time
     hereafter have against any of the foregoing, arising  or
     alleged  to  arise  out of the closing  of  any  street,
     roadway or other area, provided that a reasonable  means
     of  access  to the Leased Premises remains available  to
     the Lessee whether within the Leased Premises or outside
     the   Leased   Premises  at  the  Park  unless-otherwise
     mandated by safety considerations or lawful exercise  of
     the  police  power. The Lessee shall not  do  or  permit
     anything  to be done which will interfere with the  free
     access  and passage of others up to the boundary of  the
     Leased  Premises or in any streets or roadways near  the
     Leased Premises.


ARTICLE 8

INSURANCE,  DAMAGE  OR  DESTRUCTION OF  LEASED  PREMISES  AND
IMPROVEMENTS

8.1  The  Lessee  at its sole cost and expense shall  procure
     and maintain throughout the term of this lease insurance
     protection  for all risk coverage on the  structure  and
     improvements of which the Leased Premises is a part,  to
     the  extent of one hundred percent (100%) of the  actual
     replacement  cost  thereof.  Such  insurance  shall   be
     written  by  insurers of recognized  financial  standing
     authorized to conduct business in the State of New York.
     If   said  insurers  become  financially  incapable   of
     performing  under the terms of said policy,  the  Lessee
     shall  promptly  obtain  a  new  policy  issued   by   a
     financially  responsible carrier and shall  submit  such
     new  policy as previously provided. In the event  Lessee
     elects  to  insure itself for the required coverage,  it
     shall   request  the  prior  written  approval  of   the
     Department and it shall document its capability to  self
     insure  to the satisfaction of the Department every  two
     years  on the anniversary of the effective date of  this
     Agreement.

8.1.1      The  above stated property insurance shall be  for
     the  benefit  of  the  New  York  State  Department   of
     Transportation and Lessee as their interests may  appear
     and  provide thirty (30) days notice of cancellation  or
     material  change, by registered mail, to the Department,
     Attention: Department Counsel, and the Park Manager.

8.1.2      The Lessee shall provide certificates of insurance
     evidencing  existence of all insurance  required  to  be
     maintained prior to the commencement of the lease  term.
     Upon   the  failure  of  the  Lessee  to  maintain  such
     insurance  as  above  provided, the Department,  at  its
     option, may take out such insurance and charge the  cost
     thereof to the Lessee with the next installment  of  the
     monthly  fee  due  hereunder or may  give  notice  of  a
     default hereunder pursuant to Article 19 herein.

8.2  In the event any improvements, insurable or uninsurable,
     on  the Leased Premises are damaged or destroyed to  the
     extent  that  they are unusable by the  Lessee  for  the
     purposes for which they were used prior to such  damage,
     or  same  are  destroyed, the Lessee  shall  repair  and
     reconstruct the improvements substantially as they  were
     immediately  prior  to such casualty  or  in  a  new  or
     modified  design subject to applicable existing building
     codes  at the time of repairing or rebuilding. Provided,
     however  that  if  the aforesaid damage  or  destruction
     occurs  in  the  last five years of  the  Term  of  this
     Agreement  or during any Extended Term, the  Lessee  may
     elect  not  to  repair and reconstruct the  improvements
     subject to the following terms and conditions:

8.2.1     The Lessee shall give the Department written notice
     of  its  election  not  to repair  and  reconstruct  the
     improvements  within forty-five (45) days  of  the  date
     upon which the improvements were damaged or destroyed.

8.2.2     The Lessee shall clear the site, remove all debris,
     stub up all utilities, and generally restore the site to
     it's   cleared   condition  prior  to  commencement   of
     construction.

8.2.3      The  Lessee shall permit the Department to  retain
     all  insurance  coverage and proceeds  as  described  in
     Section 8.1 hereof, subject to the provisions of Section
     8.7 hereof.

8.2  upon the occurrence of 8.2.1, 8.2.2 and 8.2.3 above, the
     Department  shall terminate this Agreement  and  relieve
     Lessee of all future rental obligations hereunder.

8.3  In  the  event of damage or destruction to  any  of  the
     improvements  upon the Leased Premises,  the  Department
     shall  have  no  obligation to  repair  or  rebuild  the
     improvements  or  any  fixtures,  equipment   or   other
     personal  property installed by the Lessee  pursuant  to
     this Agreement.

8.4  In  the  event  the  Lessee repairs or  reconstructs  as
     aforesaid,  Lessee, shall, at its expense,  replace  and
     repair  any  and  all  fixtures,  equipment  and   other
     personal  property necessary to properly and  adequately
     continue its business at the Park, but in no event shall
     Lessee be obligated to provide equipment and fixtures in
     excess  of  those  existing  prior  to  such  damage  or
     destruction  except  for  requirements  of  construction
     codes existing at the time of repair or replacement. The
     Lessee  agrees that such work will be promptly commenced
     and  prosecuted to completion with due diligence subject
     to delays beyond the Lessee's control.

8.5  The  insurance policies required under this Lease to  be
     furnished  by  Lessee  to  the Department  may,  at  the
     election of Lessee, be furnished and/or paid for by  any
     subtenant  or other person having an insurable  interest
     in  the Leased Premises, and the Department shall accept
     such  policies as though they had been supplied and paid
     for  by  Lessee  provided  such  policies  shall  comply
     otherwise with the requirements of this Lease.

8.6  All policies of insurance required herein shall name the
     Department  as  an  additional insured.  Subject  to  be
     provisions and limitations hereinafter set forth in this
     Section  8.6  and  in Sections 8.7  and  8.8,  all  such
     policies of insurance shall also provide, if required by
     either  party  hereto,  for the loss  thereunder  to  be
     payable to the holder of any Leasehold Mortgage, as  the
     interests  of  such  holder may appear,  pursuant  to  a
     standard mortgage clause or endorsement. Notwithstanding
     anything  to the contrary contained in this  lease,  the
     Lessee, in consultation with the Department, shall  have
     the  right  to adjust or otherwise settle any claim  for
     insurance proceeds under any insurance policy maintained
     pursuant hereto.

8.7  The  loss,  if any, under all policies of the  character
     referred  to  in  Section 8.1, shall be payable  (i)  to
     Lessee  in the case of any particular casualty resulting
     in  a  loss  payment  not exceeding  one  hundred  fifty
     thousand dollars ($150,000) (adjusted for C.P.I. in  the
     same  manner as rent), or (ii) in case of any particular
     casualty  resulting in a loss payment in excess  of  one
     hundred fifty thousand ($150,000) dollars (adjusted  for
     C.P.I.  in  the  same  manner.as  rent),  to  the  first
     Leasehold Mortgagee, or if there is none, to a  bank  or
     trust company, as insurance trustee, to be designated by
     Lessee in a notice given to the insurance companies  and
     to  the Department promptly following the occurrence  of
     the casualty, which bank or trust company shall have  an
     office  in the County of Orange, and shall disburse  the
     loss  proceeds  in  accordance with  the  provisions  of
     Article   AA  hereof.  All  policies  of  the  character
     aforesaid  shall expressly provide that loss  thereunder
     shall  be  adjusted and paid as provided in Section  8.8
     and this Section 8.7. Any agreement which the Department
     or  Lessee  shall  enter into with  any  bank  or  trust
     company  acting as trustee hereunder may  include  as  a
     party  thereto the holder of any mortgage on this Lease,
     when  so requested, provided such mortgage shall provide
     or  the  holder  thereof  shall  agree  in  writing  for
     application of insurance proceeds in the same manner  as
     provided in this Lease.

8.8  Any loss paid under any insurance policy to Lessee shall
     be  held by Lessee in trust for application to the  cost
     of  restoring,-  repairing, replacing or rebuilding  the
     Building-g  and any loss so paid to the first  Leasehold
     Mortgagee or the insurance trustee shall be disbursed by
     it in accordance with the provisions of Article AA.

8.9  Whenever  in this Agreement, provision is made  for  the
     carrying of any insurance, it shall be deemed that  such
     provision  is complied with if such insurance  otherwise
     complying with such provision is carried under a blanket
     policy or policies covering the Leased Premises as  well
     as other properties.

8.10 Lessee shall not violate, or permit to be violated,  any
     of  the  conditions  of any of the  said  policies;  any
     Lessee  shall  perform  and  satisfy,  or  cause  to  be
     satisfied,  the  requirements of the  companies  writing
     such policies.





ARTICLE 9

LIABILITIES AND INDEMNITIES

9.1  The  Department shall not in any way be liable  for  any
     cost, liability, damage or injury including cost of suit
     and  reasonable expenses of legal services,  claimed  or
     recovered by any person whomsoever, or occurring on  the
     Leased Premises or as a result of any operations, works,
     acts  or  omissions  performed on  the  Leased  Premises
     by-the  Lessee,  its  sublessees or  tenants,  or  their
     guests or invitees.

9.2  The  Lessee agrees to indemnify, save and hold harmless,
     the  Department  (its  officers,  agents,  servants  and
     employees)  of  and  from any and all costs,  liability,
     damage   and  expense  (including  costs  of  suit   and
     reasonable  expenses  of  legal  services)  claimed   or
     recovered, justly or unjustly, falsely, fraudulently  or
     frivolously,  by  any  person, firm  or  corporation  by
     reason of injury to, or death of, any person or persons,
     including   Department   personnel   and   damage    to,
     destruction  or  loss of use of any  and  all  property,
     including   Department  property,   arising   from,   or
     resulting from, any operations, works, acts or omissions
     of Lessee, its agents, servants, employees, contractors,
     sublessees  or  tenants.  In  any  case  in  which  such
     indemnification  would  violate  Sections   5-321.1   or
     5-322.1 of the New York General Obligations Law, or  any
     other   applicable  legal  prohibition,  the   foregoing
     provisions  concerning  indemnification  shall  not   be
     construed  to  indemnify the Department,  its  officers,
     employees  or  agents for damage arising out  of  bodily
     injury  to  persons or damage to property caused  by  or
     resulting  from  the negligence of the  Department,  its
     officers, employees or agents. Upon the filing with  the
     Department by anyone of a claim for damages arising  out
     of  incidents  for  which the Lessee  herein  agrees  to
     indemnify   and   hold  the  Department  harmless,   the
     Department shall notify the Lessee of such claim and  in
     the  event that the Lessee does not settle or compromise
     such  claim, then the Lessee shall undertake  the  legal
     defense  of such claim both on behalf of the Lessee  and
     behalf  of  the  Department. It is specifically  agreed,
     however,  that  the  Department  at  its  own  cost  and
     expense,  may  participate in the legal defense  of  any
     such  claim.  Any judgment, final beyond all possibility
     of appeal, rendered against the Department for any cause
     for  which  the  Lessee  is liable  hereunder  shall  be
     conclusive against the Lessee as to liability and amount
     upon the expiration of the time for appeal.

9.3  In  addition to the Lessee's undertaking, as  stated  in
     this  Article, and as a means of further protecting  the
     Department,  its  officers, employees  and  agents,  the
     Lessee  shall  at  all times during  the  term  of  this
     Agreement obtain and maintain in effect Public Liability
     Insurance  coverage as set forth in Schedule A  attached
     hereto  and made a part hereof. In this connection,  the
     Lessee  agrees to require its contractors doing work  in
     the  Park,  and the Lessee's tenants and sublessees,  to
     carry adequate insurance coverage, and if the Lessee  so
     desires, it may accomplish same by an endorsement to the
     Lessee's policies to include such persons or parties  as
     additional named insureds.


9.3.1      The Lessee shall review its coverage annually  and
     increase  the minimum liability insurance set  forth  in
     Schedule  A  to  a  reasonable threshold  when,  in  the
     Lessee's  opinion, the risks attendant to  the  Lessee's
     operations  hereunder  have  increased.  The  Department
     shall  never  be  liable for any shortfall  in  Lessee's
     coverage.

9.4  The  Lessee represents that it is the owner of or  fully
     authorized  to  use  any  and all  services,  processes,
     machines, articles, marks, names or slogans used  by  it
     in  its  operations under or in anywise  connected  with
     this  Agreement. The Lessee agrees to save and hold  the
     Department,   its   officers,  employees,   agents   and
     representatives free and harmless of and from any  loss,
     liability,  expense,  suit  or  claim  for  damages   in
     connection  with  any actual or alleged infringement  of
     any  patent, trademark or copyright, or arising from any
     alleged  or  actual unfair competition or other  similar
     claim  arising out of the operations of the Lessee under
     or in anywise connected with this Agreement.

9.5  The  Lessee  represents and warrants that no broker  has
     been  concerned on its behalf in the negotiation of this
     Agreement  and  shall indemnify and  save  harmless  the
     Department from all liability, damage, cost and expense,
     including reasonable attorneys' fees, resulting from any
     breach of this representation and warranty.


ARTICLE 10

LEASEHOLD MORTGAGES

10.1 On  one  or more occasions, with the Department's  prior
     written consent, not to be unreasonably withheld, Lessee
     may  take  back  a Leasehold Mortgage upon  a  sale  and
     assignment  of  the  leasehold estate  created  by  this
     Agreement or may mortgage or otherwise encumber Lessee's
     leasehold  estate  to  an  Institutional  Investor   (as
     hereinafter  defined),  under  one  or  more   Leasehold
     Mortgages and assign this Agreement as security for such
     Mortgage   or  Mortgages;  subject,  however,   to   the
     limitations  of  this  Article. At  no  time  shall  the
     Department  permit subordination of the fee interest  in
     the  Leased Premises. The Department hereby consents  to
     Lessee's use of Chemical Bank as a Leasehold Mortgagee.

10.2 (a)(i) Leasehold Mortgage upon a sale and assignment  of
     the leasehold estate or shall mortgage Lessee's leasehold
     estate to an Institutional Investor, and if the holder of
     such Leasehold Mortgage shall provide the Department with
     notice of such Leasehold Mortgage together with a true copy
     of such Leasehold Mortgage and the name and address of the
     Mortgagee, the Department and Lessee agree that, following
     receipt of such notice by the Department, the provisions of
     this Article 10 shall apply in respect to each such Leasehold
     Mortgage; provided that the provisions o-f this Article shall
     not be binding on the  Department, unless and until such
     notice shall have been given and such copy delivered to the
     Department, notwithstanding any other form of notice, actual
     or constructive. (ii) In the event of any assignment of a
     Leasehold Mortgage or in the event of a change of address of
     a Leasehold Mortgagee or of an assignee of such Mortgage,
     notice of the new name and address shall be promptly provided
     to  the Department; provided that the provisions of this
     Article as to such mortgagee or assignee shall not be binding
     on the Department, unless and until such notice shall have
     been  given  and such copy delivered to the  Department,
     notwithstanding  any  other form of  notice,  actual  or
     constructive.

     (b)    the  Department  shall  upon  receipt  of  notice
     provided for by Section 10.2(a) promptly acknowledge the
     receipt  of  such  communication,  as  constituting  the
     notice  provided  for  by  Section  10.2(a)  or  in  the
     alternative,  notify the Lessee and Leasehold  Mortgagee
     of the rejection of such communication as not conforming
     with  the provisions of Section 10.2(a) and specify  the
     specific basis of such rejection.

10.3 (a)  The terms 'Institutional Investor' or 'Institution'
     as used in this Agreement shall refer to a savings bank,
     savings  and loan association, commercial bank or  trust
     company  (whether for its own account or as  fiduciary),
     credit  union,  insurance company, college,  university,
     real estate investment trust, a pension fund, welfare or
     retirement  fund,  an eleemosynary institution,  or  any
     combination of the foregoing.

     (b)   The  term  "Leasehold Mortgage" as  used  in  this
     Agreement shall include a mortgage, a deed of  trust,  a
     deed  to  secure debt, or other security  instrument  by
     which  Lessee's leasehold estate is mortgaged, conveyed,
     assigned, or otherwise transferred, to secure a debt  or
     other obligation under the provisions of this Agreement.

     (c)   The  term  "Leasehold Mortgagee" as used  in  this
     Agreement  shall  refer  to  a  holder  of  a  Leasehold
     Mortgage in respect to which the notice provided for  by
     Section  10.1(a) has been given and received and  as  to
     which the provisions of this Agreement are applicable.

10.4 The  Department, upon providing Lessee any notice of (a)
     default  under  this Agreement; or (b) a termination  of
     this  Agreement or (c) a matter on which the  Department
     may predicate or claim a default, shall at the same time
     provide  a  copy  of  such  notice  to  every  Leasehold
     Mortgagee.  No such notice by the Department  to  Lessee
     shall be deemed to have been duly given unless and until
     a  copy  thereof has been so provided to every Leasehold
     Mortgagee by certified mail at the address specified  in
     the  notice given pursuant to Section 10.2(a). From  and
     after the date such notice has been given to a Leasehold
     Mortgagee,  such  Leasehold  Mortgagee  shall  have  the
     additional  periods of time specified in  Sections  10.6
     and  10.7 hereof to remedy, commence remedying, or cause
     to  be  remedied the defaults or acts or omissions which
     are  specified in any such notice. The Department  shall
     accept such performance by or at the instigation of such
     Leasehold  Mortgagee as if the same  had  been  done  by
     Lessee.  Lessee authorizes such Leasehold  Mortgagee  to
     take  any  such  action  at such  Leasehold  Mortgagee's
     option  and does hereby authorize entry upon the  Leased
     Premises   by  Leasehold  Mortgagee  for  such  purposes
     consistent with the provisions of this Agreement.

10.5 (a)   Anything  contained  in  this  Agreement  to   the
     contrary, notwithstanding, if any default shall occur which
     entitles the Department to terminate this Agreement, the
     Department shall have no right to terminate this Agreement
     unless, following the expiration of the - period of time
     given Lessee to cure such default or the act or omission
     which gave rise to such default, the Department shall notify
     every Leasehold Mortgagee of the Department's intent to so
     terminate ("Termination Notice") at least thirty (30) days in
     advance of the proposed effective date of such termination if
     such default is capable of being cured by the payment of
     money, and at least forty-five (45) days in advance of the
     proposed effective date of such termination if such default
     is not capable of being cured by the payment of money. The
     provisions of Section 10.6 below shall apply if, during such
     thirty (30) or forty-five (45) day Termination Notice period,
     any Leasehold Mortgagee shall (i) notify the Department of
     such Leasehold Mortgagee's desire to defeat such Termination
     Notice, and (ii) pay or cause to be paid all rent, additional
     rent, and other payments then due and in arrears as specified
     in the Termination Notice to such Leasehold Mortgagee and
     which may become due during such thirty (30) day period; and
     (iii)  comply  or in good faith, with due diligence  and
     continuity,  commence  to comply with  all  non-monetary
     requirements of this Agreement then in default pursuant to a
     written schedule mutually agreed upon by the Department and
     the Leasehold Mortgagee.

     (b)   Any  notice  to be given by the  Department  to  a
     Leasehold  Mortgagee pursuant to any provision  of  this
     Article  shall be deemed properly addressed if  sent  to
     the  Leasehold Mortgagee who served the notice  referred
     to  in Section 10.2(a)(i) or Section 10.2(a)(ii) as  the
     case may be.

10.6 (a)   If  the  Department shall elect to terminate  this
     Agreement by reason of any default of Lessee, and a Leasehold
     Mortgagee shall have proceeded in the manner provided for by
     Section 10.5, the specified date for termination of this
     Agreement  as fixed by the Department in its Termination
     Notice shall be deemed extended and this Agreement shall not
     be terminated without the consent of such Leasehold Mortgagee
     provided that such Leasehold Mortgagee shall, during such
     extended period:  (i) Pay or cause to be paid the  rent,
     additional rent, and other monetary obligations of Lessee
     under this Agreement as the same become due, and continue
     with  due  diligence to perform all  of  Lessee's  other
     obligations under this Agreement, which Leasehold Mortgagee
     can perform without having first obtained possession of the
     Lessee's interest in this Agreement; and  (ii) Within three
     (3) months from receipt of the Termination Notice, take steps
     to acquire or sell Lessee's interest in this Agreement by
     foreclosure of the Leasehold Mortgage or other appropriate
     means  and  prosecute  the same to completion  with  due
     diligence; provided, however, that if the Leasehold Mortgagee
     is  otherwise complying with this Section 10.6(a) and is
     enjoined or stayed from taking steps to acquire or  sell
     Lessee's interest in this Agreement, this Agreement shall not
     terminate  and the time for completion by such Leasehold
     Mortgagee of its proceedings shall continue so long as such
     Leasehold Mortgagee is enjoined or stayed and thereafter for
     so long as such Leasehold Mortgagee proceeds to complete
     steps to acquire or sell Lessee's interest in this Agreement
     by  foreclosure of the Leasehold Mortgage  or  by  other
     appropriate means with reasonable diligence and continuity.
     Nothing in this Section 10.6, however, shall be construed to
     extend this Agreement beyond the original term thereof, as
     extended by any options to extend the term of this Agreement
     properly exercised by Lessee or a Leasehold Mortgagee within
     the time limits set forth in Article 1, nor to require a
     Leasehold Mortgagee to continue such foreclosure proceedings
     after the default has been cured. If the default shall be
     cured and the Leasehold Mortgagee shall discontinue such
     foreclosure proceedings, this Agreement shall continue in
     full force and effect as if Lessee had not defaulted under
     this  Agreement.   (iii) If the Leasehold  Mortgagee  is
     complying with Section 10.6(a)(1) and is enjoined or stayed
     from taking steps to acquire or sell Lessees interest in this
     Agreement, this Agreement shall not then terminate and the
     time  for completion by such Leasehold Mortgagee of  its
     proceedings  shall  continue so long as  such  Leasehold
     Mortgagee is enjoined or stayed and thereafter for so long as
     such  Leasehold Mortgagee proceeds to complete steps  to
     acquire  or sell Lessee's interest in this Agreement  by
     foreclosure  of  the  Leasehold Mortgagee  or  by  other
     appropriate means with due diligence and continuity. Nothing
     in this Section 10.6, however, shall be construed to extend
     this Agreement beyond the original term thereof as extended
     by any options to extend the term of this Agreement properly
     exercised by Lessee or a Leasehold Mortgagee within the time
     limits set forth in Article 1, nor to require a Leasehold
     Mortgagee to continue such foreclosure proceedings after the
     default has been cured. If the default shall be cured and the
     Leasehold  Mortgagee shall discontinue such  foreclosure
     proceedings, this Agreement shall continue in full force and
     effect as if Lessee had not defaulted under this Agreement.

     (b)   If a Leasehold Mortgagee is complying with Section
     10.6(a)(i),  upon  the acquisition  of  Lessee's  estate
     herein  by  such Leasehold Mortgagee or its designee  or
     any  other  purchaser at a foreclosure sale or otherwise
     and  the  discharge by foreclosure or otherwise  of  any
     lien,   charge  or  encumbrance  against  the   Lessee's
     interest in this Agreement or the Leased Premises  which
     is  junior  in  priority to the lien  of  the  Leasehold
     Mortgagee  held by such Leasehold Mortgagee  and   which
     Lessee  is  obligated to satisfy and  discharge  by  the
     terms  of  this Agreement, this Agreement shall continue
     in  full force and effect as if Lessee had not defaulted
     under this Agreement.

     (c)  The making of a Leasehold Mortgage shall not be deemed
     to constitute an assignment or transfer of this Agreement or
     of  the  leasehold estate hereby created, nor shall  any
     Leasehold Mortgagee, as such, be deemed to be an assignee or
     transferee of this Agreement or-of the leasehold  estate
     hereby created so as to require such Leasehold Mortgagee, as
     such,  to  assume the performance of any of  the  terms,
     covenants or conditions on the part of the Lessee to  be
     performed hereunder, but the purchaser at any sale of this
     Agreement of the leasehold estate hereby created in  any
     proceedings for the foreclosure of any Leasehold Mortgage, or
     the  assignee or transferee of this Agreement and of the
     leasehold estate hereby created under any instrument  of
     assignment or transfer in lieu of the foreclosure of any
     Leasehold  Mortgagee shall be deemed to be  a  permitted
     assignee or transferee, subject to the provisions of Section
     10.19 hereof, and shall be deemed to have agreed to perform
     all of the terms, covenants and conditions on the part of the
     Lessee to be performed hereunder from and after the date of
     such purchase and assignment, but only for so long as such
     purchaser or assignee is the owner of the leasehold estate.
     If  the Leasehold Mortgagee or its designee shall become
     holder of the leasehold estate and if the buildings  and
     improvements on the Leased Premises shall have been or become
     materially damaged on, before, or after the date of such
     purchase and assignment, the Leasehold Mortgagee or  its
     designee shall be obligated to repair, replace or reconstruct
     the building or other improvements.

     (d)   Any Leasehold Mortgagee or other acquirer  of  the
     leasehold  estate  of  Lessee pursuant  to  foreclosure,
     assignment in lieu of foreclosure or other proceedings may,
     upon acquiring Lessee's leasehold estate, without further
     consent of the Department, sell and assign the leasehold
     estate on such terms and to such person and organizations as
     are  acceptable  to such Mortgagee or acquirer  and  the
     Department, and thereafter be relieved of all obligations
     under  this  Agreement; provided that such assignee  has
     delivered to the Department its written agreement to be bound
     thereafter by all of the provisions of this Agreement.

     (e)  Notwithstanding any other provisions of this Agreement,
     any sale of this Agreement and of the leasehold estate hereby
     created  in any proceedings for the foreclosure  of  any
     Leasehold Mortgage, or the assignment or transfer of this
     Agreement and of the leasehold estate hereby created in lieu
     of the foreclosure of any Leasehold Mortgage shall be deemed
     to  be a permitted sale, transfer, or assignment of this
     Agreement and of the leasehold estate hereby created, subject
     to the provisions of Section 10.19 hereof.

10.7 In  the event of the termination of this Agreement as  a
     result of Lessee's default, the Department shall, in addition
     to  providing the notices of default and termination  as
     required by Sections 10.5 and 10.6, provide each Leasehold
     Mortgagee with written notice that the Agreement has been
     terminated, together with a statement of all sums which would
     at  that  time be due under this Agreement but for  such
     termination, and of all other defaults, if any, then known to
     the Department ("the Department's Notice of Termination").
     The Department agrees to enter into a new Agreement("New
     Agreement") of the Leased Premises with the first Leasehold
     Mortgagee or its designee for the remainder of the Term of
     this Agreement, effective as of the date of termination, at
     the rent and additional rent, and upon the terms, covenants,
     and conditions (including all options to renew but excluding
     requirements which are not applicable or which have already
     been fulfilled) of this Agreement provided:

     (a)  Such Leasehold Mortgagee shall make written request
     upon  the  Department  for  such  New  Agreement  within
     forty-five  (45)  days  after the  date  such  Leasehold
     Mortgagee   receives   the   Department's   Notice    of
     Termination  of  this Agreement given pursuant  to  this
     Section 10.7.

     (b)  Such Leasehold Mortgagee or its designee shall pay or
     cause to be paid to the Department at the time of execution
     and delivery of such New Agreement, any and all sums which
     would at the time of execution and delivery thereof be due
     pursuant to this Agreement but for such termination and, in
     addition  thereto,  all reasonable  expenses,  including
     reasonable attorney's fees, which the Department shall have
     incurred by reason of such termination and the execution and
     delivery of the New Agreement and which have not otherwise.
     been  received by the Department from Lessee or other party
     in interest under Lessee. Upon the execution of such new
     Agreement, the Department shall allow to the Lessee named
     therein as an offset against the sums otherwise due under
     this Section 10.7(b) or under the New Agreement, an amount
     equal to the net income derived by the Department from the
     Leased  Premises  during the period  from  the  date  of
     termination of this Agreement to the date of the beginning of
     the lease term of such New Agreement. In the event of  a
     controversy as to the amount to be paid to the Department
     pursuant to this Section 10.7(b), the payment obligation
     shall be satisfied if the Department shall be paid the amount
     not  in controversy, and the Leasehold Mortgagee or  its
     designee shall agree to pay any additional sum ultimately
     determined to be due plus interest at the existing prime rate
     as established by Citibank, N.A. (or its successor or other
     major New York Metropolitan Area lending institution  of
     comparable stature) plus two (2) percentage points.

     (c)  Such Leasehold Mortgagee or its designee shall agree to
     remedy  any of Lessee's defaults of which said Leasehold
     Mortgagee  was  notified by the Department's  Notice  of
     Termination. (d)   Any New Agreement made pursuant to this
     Section 10.7 shall be prior in lien to any mortgage or other
     lien,  charge, or encumbrance on the fee of  the  Leased
     Premises and the Lessee under such New Agreement shall have
     the  same right, title and interest in and to the Leased
     Premises and the building and improvements thereon as Lessee
     had under this Agreement.

     (d)  The Lessee under any such New Agreement shall be liable
     to perform the obligations imposed on the Lessee by such New
     Agreement.

     (e)   Effective upon the commencement of the term of any
     New   Agreement  pursuant  to  this  Section  10.7,  all
     subleases  shall  be  assigned and  transferred  without
     recourse by the Department to the Lessee under  the  New
     Agreement  and all moneys on deposit with the Department
     pursuant  to such subleases, if any, shall be  similarly
     assigned to the tenant under the New Agreement.

10.8 If more than one Leasehold Mortgagee shall request a New
     Agreement pursuant to Section 10.7, the Department shall
     enter   into  such  New  Agreement  with  the  Leasehold
     Mortgagee whose mortgage is prior in lien, or  with  the
     designee  of such Leasehold Mortgagee and thereupon  the
     requests  for  a  New  Agreement of  each  holder  of  a
     Leasehold Mortgage junior in lien shall be and be deemed
     to  be  void  and of no force or effect. The Department,
     without  liability to Lessee or any Leasehold  Mortgagee
     with  an  adverse claim, may rely upon a mortgage  title
     insurance  policy  issued by a title  insurance  company
     licensed to do business within the State of New York and
     selected  by  the Department as a basis for  determining
     the  appropriate Leasehold Mortgagee who is entitled  to
     such New Agreement.

10.9 (a)    Nothing   herein  contained  shall  require   any
     Leasehold  Mortgagee or its designee as a  condition  to
     its  exercise of right hereunder to cure any default  of
     Lessee not reasonably susceptible of being cured by such
     Leasehold Mortgagee or its designee such as referred  to
     in  Sections 17.1.2, 17.1.3 and 17.1.4, hereof, in order
     to  comply with the provisions of Section 10.5 and 10.6,
     or  as  a  condition of entering into the New  Agreement
     provided for by Section 10.7.

     (b)   If  the  Department shall elect to terminate  this
     Agreement  by  reason  of  any  default  of  Lessee  not
     reasonably  susceptible of being cured  by  a  Leasehold
     Mortgagee,   and  a  Leasehold  Mortgagee   shall   have
     proceeded in the manner provided for by Section 10.5(a),
     the specified date for the termination of this Agreement
     as  fixed  by  the Department in its termination  notice
     shall  be  extended  as provided for  in  Section  10.6,
     provided that such Leasehold Mortgagee shall proceed  in
     the manner provided for in Section 10.6.

10.10      Lessee's share, as provided by Article 12 of  this
     Agreement  of the proceeds arising from an  exercise  of
     the  power  of  eminent  domain shall,  subject  to  the
     provisions  of such Article, be disposed of as  provided
     for by any Leasehold Mortgage.

10.11      A  standard mortgagee clause naming each Leasehold
     Mortgagee may be added to any and all insurance policies
     required  to be carried by Lessee hereunder on condition
     that  the  insurance proceeds are to be applied  in  the
     manner  specified  in this Agreement and  the  Leasehold
     Mortgagee  may  provide a manner for the disposition  of
     such proceeds, if any, payable jointly to the Department
     and Lessee pursuant to the provisions of this Agreement.

10.12      The Department shall give each Leasehold Mortgagee
     prompt  written notice of any legal proceedings  between
     the  Department  and Lessee involving obligations  under
     this Agreement. Each Leasehold Mortgagee shall have  the
     right to intervene in any such proceedings and be made a
     party  to  such proceedings, and the parties  hereto  do
     hereby  consent to such intervention. In the event  that
     any Leasehold Mortgagee shall not elect to intervene  or
     become  a party to any such  proceedings, the Department
     shall give the Leasehold Mortgagee notice of, and a copy
     of  any  award of decision made in any such proceedings,
     which  shall be binding on all Leasehold Mortgagees  not
     intervening after receipt of notice thereof.

10.13      So long as any Leasehold Mortgage is in existence,
     unless   all   Leasehold  Mortgagees   shall   otherwise
     expressly  consent  in writing, the  fee  title  to  the
     Leased  Premises  and  the leasehold  estate  of  Lessee
     therein  created by this Agreement shall not  merge  but
     shall remain separate and distinct, notwithstanding  the
     acquisition of said fee title and said leasehold  estate
     by  the Department or by Lessee or by a third party,  by
     purchase or otherwise.

10.14     In the event on any occasion hereafter Lessee seeks
     to mortgage its leasehold estate under this Agreement or
     any  portion  hereof  under  any  subsequent  individual
     lease,  the  Department agrees to amend  this  Agreement
     from time to time to the extent reasonably requested  by
     an  Leasehold Mortgagee proposing to make Lessee a  loan
     secured  by a first lien upon Lessee's leasehold estate,
     provided that such proposed amendments do not materially
     and adversely affect the rights of the Department or its
     interest in the Leased Premises. All reasonable expenses
     incurred  by the Department in connection with any  such
     amendment shall be paid by Lessee.

10.15      The  Department shall, without charge, at any time
     and from time to time hereafter, but not more frequently then
     twice in any one year period (or more frequently if such
     request is made in connection with any sale or mortgaging of
     Lessee's  leasehold interest or permitted subletting  by
     Lessee), within thirty (30) days after written request of
     Lessee to do so, certify by written instrument duly executed
     and acknowledged to any Leasehold Mortgagee or purchaser, or
     proposed Leasehold Mortgagee or proposed purchaser, or any
     other person, firm or corporation specified in such request:

     (a)   As to whether this Agreement has been supplemented
     or  amended and, if so, the substance and manner of such
     supplement or amendment;

     (b)   as  to the validity and force and effect  of  this
     Agreement, in accordance with its tenor;

     (c)  as to the existence of any default hereunder;

     (d)   as to the existence of any offsets, counterclaims,
     or defenses hereto on the part of the Lessee;

     (e)   as to the commencement and expiration dates of the
     term of this  Agreement; and

     (f)   as  to  any other matters as may be reasonably  so
     requested.

     Any  such  certificate may be relied upon by the  Lessee
     and  any  other person, firm or corporation to whom  the
     same may be exhibited or. delivered, and the contents of
     such certificate shall be binding on the Department.

10.16      Notices  from  the  Department to  each  Leasehold
     Mortgagee  shall be mailed to the address furnished  the
     Department pursuant to Section 10.2, and those from  the
     Leasehold Mortgagee to the Department shall be mailed to
     the  address  designated pursuant to the  provisions  of
     Article  22 hereof. Such notices, demands, and  requests
     shall be given in the matter described in Article 22 and
     shall  in all respects be governed by the provisions  of
     that Article.

10.17      No  payment made to the Department by a  Leasehold
     Mortgagee  shall constitute agreement that such  payment
     was, in fact, due under the terms of this Agreement; and
     a  Leasehold  Mortgagee having made any payment  to  the
     Department   pursuant  to  the  Department's   wrongful,
     improper  or mistaken notice or demand shall be entitled
     to the return of any such payment of portion thereof.

10.18     An Institutional Leasehold Mortgagee shall have the
     right to act as depositary pursuant to Article AA.

10.19      The  prior written consent of the Department shall
     be  required  for any sale, transfer, or  assignment  of
     this  Agreement  and  of  the  Leasehold  estate  hereby
     created. If such sale, transfer or assignment is to  the
     immediate transferee of such Leasehold Mortgagee or to a
     purchaser at a foreclosure sale or the grantee of a deed
     in lieu thereof, the Department shall have fourteen (14)
     calendar days within which to provide its consent  after
     receipt of request therefor, which consent shall not  be
     unreasonably withheld.





ARTICLE 11

ASSIGNMENT AND SUBLEASE

11.1 Assignment of the Agreement and subletting under it  are
     permitted  by  the  Department with it's  prior  written
     consent,   which  consent  shall  not  be   unreasonably
     withheld.  For  the  purpose  of  such  assignment   and
     subletting the Department agrees it shall respond  to  a
     written  request  for  assignment or  subletting  within
     thirty  (30)  calendar days of-receipt  of  request  for
     same.

11.2 Except  as provided in Section 11.1 hereof Lessee  shall
     not  assign this Lease without the prior written consent
     of  the  Department,  which shall  not  be  unreasonably
     withheld,   provided,  that  any  such  assignment   and
     transfer  shall  include  the entire  interest  in  this
     Agreement   and   all  obligations  attendant   thereto,
     provided also that no such assignment and transfer shall
     be  effective  for any purpose unless  and  until  there
     shall  be  delivered to the Department  (i) a  duplicate
     original  of the instrument or instruments of assignment
     and  transfer in recordable form containing the name and
     address   of  the  transferee  thereof  and    (ii)   an
     instrument  of assumption by said assignee or transferee
     of   all  Lessee's  obligations  under  this  Agreement;
     provided,  however, any person or entity to  which  this
     Lease  is  assigned  pursuant to the provisions  of  the
     Bankruptcy Code (11 U.S.C. 101, et seq.) shall be deemed
     without further act or deed to have assumed all  of  the
     obligations  arising under this lease on and  after  the
     date  of such assignment. Any such assignee shall,  upon
     demand,  execute  and  deliver  to  the  Department   an
     instrument confirming such assignment.

11.3 Except  as provided in Section 11.1 hereof Lessee  shall
     not  have  the right to sublet and subtenants shall  not
     have the right to re-sublet, the Leased Premises, or any
     part thereof and any improvement constructed thereon, in
     whole  or in part. All such subleases shall be expressly
     subordinate  to  this Agreement. No such sublease  shall
     release  Lessee  from performance of or compliance  with
     any term, condition, covenant or obligation imposed upon
     Lessee hereunder and no such sublease shall extend for a
     term   beyond  the  Term  and  the  Extended  Term   (as
     hereinabove  defined)  for  which  an  option  has  been
     exercised.

11.4 The  Department  and  Lessee agree that  this  Agreement
     shall not be rescinded, surrendered, modified or amended
     without  the  prior written consent  of  the  holder  or
     holders  (who  shall  have given the Department  written
     notice  of  its  or their identity and address)  of  any
     Leasehold Mortgage.

11.5 Provided  (i)  that  the  first Institutional  Leasehold
     Mortgagee  shall  have  entered into  a  Non-Disturbance
     Agreement with any of the Lessee's subtenants;  or  that
     each such subtenant shall have leased at lease five (5%)
     percent  of  the  floor area in the new building  to  be
     constructed  by  Lessee hereunder; and  (ii)  that  such
     subtenants shall, at the option of the Department  agree
     to  attorn  to the Department, and  (iii) such subtenant
     shall be subject to the service of legal process in  the
     State  of  New York, the Department shall enter  into  a
     Non-Disturbance  Agreement with each such  subtenant  in
     the  form annexed hereto as Exhibit "C" and made a  part
     hereof.  The term of any such sublease including renewal
     options  shall  not  extend  beyond  the  later  of  the
     original Term of this Agreement or the Extended Term  of
     any extension for which an option has been exercised and
     the rental reserved under any such sublease shall not be
     less  than the then prevailing rate for comparable space
     and  shall  include an escalation clause requiring  such
     subtenant  to pay, as additional rental, the subtenant's
     proportionate share of the increase, from and after  the
     beginning  of  the  term of the sublease,  in  the  real
     estate  taxes, in the cost of insurance, labor  and  all
     operation costs affecting the subleased premises.

11.6 Lessee  shall not modify any sublease, which shall  have
     been  the  subject  of a Non-Disturbance  Agreement,  as
     mentioned  in Section 11.4 hereof, so as to  reduce  the
     rent, shorten the term, or adversely affect in any other
     respect to any material extent the rights of the  lessor
     thereunder,  or  permit  cancellation  or   accept   the
     surrender  of  any such sublease without  prior  written
     consent  of  the  Department  in  each  instance,  which
     consent  shall  not be required for the  institution  or
     prosecution  of any action or proceedings  against  such
     sublessee  by  reason of a default on the part  of  such
     sublessee under the terms of such sublease. Such consent
     of the Department shall not be required to  (i) move any
     such  subtenant to another part of the Leased  Premises,
     provided that thereafter such subtenant shall be obliged
     to  pay  a  rent which shall be no less than either  the
     going  rate of its new space or that payable by  it  for
     the vacated space; or  (ii) to cancel any such sublease,
     or  portion  thereof provided that  it  be  replaced  by
     another  sublease  which shall qualify  for  and  become
     subject  to  a  non-disturbance agreement and  provided,
     further,  that such new sublease shall require a  rental
     which  shall be no less than either the going  rate  for
     the  sublet  space  or that payable under  the  canceled
     lease.  In addition to being subject and subordinate  to
     the  rights of the Department hereunder, as required  by
     the provision of Section 11.4 hereof, each sublease that
     is  subject to a Non-Disturbance Agreement shall contain
     a  specific provision to the effect that except in those
     instances   in   which  Lessee  and/or  sublessees   are
     complying   with  the  provisions  of  the   immediately
     preceding sentence, such sublease may not be modified or
     amended  so as to reduce the rent, shorten the term,  or
     adversely  affect in any other respect to  any  material
     extent  the  rights  of  the lessor  thereunder,  or  be
     canceled  or  surrendered  without  the  prior   written
     consent of the Department in each instance.

11.7 Each  sublease  shall provide that in  the  event  of  a
     termination  of  this Agreement and  the  execution  and
     delivery  of  a New Agreement pursuant to  Section  10.8
     hereof, the sublessee shall attorn to and recognize  the
     Lessee thereunder as its Lessor.

11.8 Any  act required to be performed by Lessee pursuant  to
     the  terms  of  this  Lease  may  be  performed  by  any
     sublessee  of Lessee occupying all or any  part  of  the
     Leased Premises and the performance of such act shall be
     deemed  to  be  performance  by  Lessee  and  shall   be
     acceptable as Lessee's act by the Department.

11.9 The  Department hereby consents to the Lessee subletting
     the Leased Premises to Johnson Controls, Incorporated.


ARTICLE 12

CONDEMNATION

12.1 If, at any time during the Term of this Agreement, there
     shall  be a total taking or a constructive total  taking
     (as  hereinafter  defined) of  the  Leased  Premises  in
     condemnation  proceedings or by  any  right  of  eminent
     domain or by agreement between the Department and Lessee
     and  those authorized to exercise such rights (any  such
     matters  being hereinafter referred to as  a  "taking"),
     this Agreement shall terminate and expire on the date of
     such  taking  and  the fixed annual  rental,  and  other
     charges payable by Lessee hereunder shall be apportioned
     and paid to the date of such taking. For the purposes of
     this  Article  the  term a "constructive  total  taking"
     shall  mean  a  taking of such scope  that  the  untaken
     portion of the Leased Premises cannot, in the reasonable
     opinion   of   Lessee,   be   developed,   repaired   or
     reconstructed.

12.2 Rentals   for  that  portion  of  the  Leased   Premises
     condemned shall be abated from the date that the  Lessee
     is  dispossessed therefrom; provided, however, if all of
     the Leased Premises are condemned or if a portion of the
     Leased  Premises  are  condemned  and  in  the  Lessee's
     judgment,  the remaining portion of the Leased  Premises
     is  insufficient for the Lessee's operations  authorized
     hereunder,  the Lessee may terminate this Agreement  and
     all  of  its  rights and unaccrued obligations-hereunder
     effective as of the date it is thereafter and within  90
     days  of  the date of such dispossession by  giving  the
     Department 30 days written notice of such termination.

12.3 The  Lessee  shall be entitled to the award made  for  a
     temporary  taking of possession of all or  part  of  the
     Leased  Premises for any period of time within the  term
     of this Agreement. Such award shall be full compensation
     to  the  Lessee for such temporary taking and no  claims
     for damages arising out of the temporary taking shall be
     made against the Department.

12.4 Lessee and the holder of any Leasehold Mortgage, as well
     as the Department shall have the right to participate in
     any condemnation proceeding or agreement for the purpose
     of  protecting  their interests  in the Leased  Premises
     and   their   rights  hereunder.  In  this   connection,
     specifically  and  without  limitation,  each  of   such
     parties  may  introduce evidence independently  of  each
     other  to  establish the value of or damage to the  Land
     and/or  the Facility. Each party so participating  shall
     pay its own expenses therein.

12.5 Except  as provided in Section 12.6 below, in the  event
     of  any  taking and the consequent termination  of  this
     Agreement,  the  total aggregate award for  said  taking
     ("Condemnation Proceeds') shall be apportioned and  paid
     to  the  extent  available in  the  following  order  of
     priority:    (i)  The  holder  of  the  first  Leasehold
     Mortgage, if any shall be entitled to receive and retain
     from  the Condemnation Proceeds the sum required to  pay
     the  unpaid  principal balance of  the  first  Leasehold
     Mortgage, plus interest accrued thereon from the date of
     taking to the date of payment to the institutional first
     Leasehold  Mortgagee  at  the  rate  specified  in  said
     Leasehold  Mortgage  and  other  sums  secured  by   the
     Leasehold Mortgage. (ii) Then, the Department  shall  be
     entitled  to retain from the balance of the Condemnation
     Proceeds the sum equal to the then present value of  the
     leasehold  reversion as if the Lessee's  Renewal  option
     had  been exercised plus the then present value  of  the
     future  rentals  payable to the  Department  under  this
     Agreement, if this Agreement had not terminated pursuant
     to  Section 12.1 above, with interest thereon, from  the
     date  of  taking and at the rate paid by the  condemning
     authority.  If  the  condemnation  award  specifies  the
     amount  allocable  to  the  land  taken  as  if  vacant,
     unimproved and free of this Agreement, such amount shall
     be  deemed  conclusive for all purposes as to the  value
     thereof.   (iii) Then, the Lessee shall be  entitled  to
     receive  and  retain  the balance  of  the  Condemnation
     Proceeds.

12.6 Notwithstanding Section 12.5 above, if prior to the time
     when Lessee shall have obtained all governmental permits
     and authorizations for the new construction required  to
     be  performed by Lessee hereunder, this Agreement  shall
     terminate,  pursuant to the provisions of  Section  12.1
     hereof,  the  Condemnation Proceeds shall be apportioned
     and  paid, to the extent available, the following  order
     of priority:

     (a)  The Department shall be entitled to an amount equal
     to  the fair market value of the Land (immediately prior
     to the taking) considered as vacant, unimproved and free
     of  this  Agreement and without any of the  permits  and
     approvals  previously obtained by Lessee, with  interest
     thereon from the date of taking at the rate paid by  the
     condemning   authority.   If  the   condenmation   award
     separately  specifies the amount allocable to  the  Land
     taken   as   if  vacant  and  unimproved  without   this
     Agreement, such amount shall be deemed conclusive as  to
     the value thereof.

     (b)   The  Lessee next shall be entitled  to  an  amount
     equal  to its aggregate costs and expenses, if  any,  of
     every kind and nature (not compensated for by insurance)
     incurred  and  paid  in  connection  with  and  for  the
     acquisition of all governmental permits and licenses and
     the  development  of  plans and specifications  for  any
     improvements at the Leased Premises.

     (c)  The Department shall be entitled to the balance  of
     the award.

     (d)    Notwithstanding  the  foregoing,  prior  to   the
     application of the Condemnation Proceeds as set forth in
     subsections (a) through (c) of this Section, the  holder
     of the Leasehold Mortgage, if any, shall be  entitled to
     receive  and  retain from the Condemnation Proceeds  the
     sum  required to pay the unpaid principal balance of the
     first  Leasehold Mortgage, plus interest accrued thereon
     from  the date of taking to the date of payment to  said
     holder,  at the rate specified in the Leasehold Mortgage
     and  other  sums secured by the Leasehold Mortgage.  The
     balance,  if  any, shall then be applied as  hereinabove
     provided.

12.7 If  the  Lessee shall assign to any Leasehold  Mortgagee
     any  condemnation Proceeds to which it shall be entitled
     under  the  pro visions of this Article, the  Department
     shall recognize such assignment and shall consent to the
     payment  of said Condenmation Proceeds to said  assignee
     as its interest may appear.



ARTICLE 13

NON-DISCRIMINATION

13.1 Lessee agrees to comply with Section 296 of the New York
     State Human Rights Law.

13.2 Specifically, Lessee agrees not to:

13.2.1          Refuse to rent, lease or otherwise deny to or
     withhold  from  any  person or  group  of  persons  such
     commercial  space because of the age of such  person  or
     persons; or such land or commercial space because of the
     race,  creed, color, national origin, sex, or disability
     or marital status of such person or persons.

13.2 Discriminate  against any person because  of  his  race,
     creed,  color,  national origin, sex, or  disability  or
     marital status in the terms, conditions or privileges of
     the sale, rental or lease of any such land or commercial
     space  or  because  of  his  age  in  relation  to  such
     commercial space; or in the furnishing of facilities  or
     services in connection therewith.

13.2.      Print  or  circulate or cause  to  be  printed  or
     circulated  any statement, advertisement or publication,
     or  to  use  any  form of application for the  purchase,
     rental or lease of such land or commercial space  or  to
     make  any  record  or  inquiry in  connection  with  the
     prospective  purchase, rental or lease of such  land  or
     commercial   space   which   expresses,   directly    or
     indirectly,    any    limitation,    specification    or
     discrimination  as  to  race,  creed,  color,   national
     origin,  sex,  or disability or marital  status,  or  in
     relation to commercial space as to age; or any intent to
     make    any    such    limitation,   specification    or
     discrimination.


ARTICLE 14

GOVERNMENTAL REQUIREMENTS

14.1 The  Lessee  agrees  to observe and  obey  any  and  all
     applicable   Federal,   State   and   municipal   rules,
     regulations, laws and building codes and to require  its
     officers, agents, employees, contractors, and suppliers,
     to  observe and obey the same. This provision  requires.
     compliance  with the Park's Performance and  Development
     Standards as issued by the Department and Appendix A  to
     this Agreement.

14.2 The  Lessee  shall  procure all licenses,  certificates,
     permits  or  other  authorization from all  governmental
     authorities, if any, having jurisdiction over the Lessee's
     operations at the Leased Premises which may be necessary for
     the Lessee's operations thereat.

14.3 The  Lessee shall pay all taxes, license, certification,
     permit  and examination fees and excise taxes which  may
     be  assessed, levied, exacted or imposed on  the  Leased
     Premises or operation hereunder or on the gross receipts
     or  gross income to the Lessee therefrom, and shall make
     all  applications,  reports  and  returns  required   in
     connection therewith.
14.4   Lessee  agrees  to remit Payments in  Lieu  of  Taxes,
     hereinafter    P.I.L.O.T.   to    the    local    taxing
     jurisdictions,  hereinafter "Communities"  participating
     in the P.I.L.O.T. program using their normal payment and
     billing  cycle. All evaluations, payments and  schedules
     for  P.I.L.O.T.  shall  be governed  by  the  P.I.L.O.T.
     Program  as  adopted by the Department  in  consultation
     with  the Stewart Airport Commission from time  to  time
     during  the  term of this Agreement. Provided,  however,
     that  in no event shall the P.I.L.O.T. payments be  more
     than  taxes  which  would otherwise be  payable  by  the
     Lessee  if  the  Leased Premises  were  taxable  in  the
     Communities.

14.5 The  P.I.L.O.T. Program recognizes that there may be tax
     abatements  and  tax exemptions negotiated  between  the
     Lessee  and  the Communities. Non-payment of  P.I.L.O.T.
     within the applicable periods of notice and grace  shall
     be a default under this Agreement.

14.6 Lessee shall establish an escrow account and maintain on
     deposit  adequate funds to pay the P.I.L.O.T. and  water
     and  sewer  charges,  as  applicable,  to  the  Town  of
     Newburgh  (the "Town"), provided, however,  that  Lessee
     shall  not  be  precluded from making any  such  payment
     directly  to  the  Town  outside  of  escrow  by  mutual
     agreement  between the Lessee and the Town,  a  copy  of
     which  agreement  shall be given to the  Department;  in
     which event, no escrow account need be established.


ARTICLE 15

RIGHTS OF ENTRY RESERVED

15.1 On  prior  reasonable  notice, the  Department,  by  its
     officers,   employees,   agents,   representatives   and
     contractors shall have the right at all reasonable times
     to  enter  upon  the Leased Premises  for  any  and  all
     purposes not inconsistent with this Agreement, provided,
     such  action by the Department, its officers, employees,
     agents,   representatives  and  contractors   does   not
     unreasonably interfere with the Lessee's use, occupancy,
     or security requirements of the Leased Premises.

15.2 Without  limiting the generality of the  foregoing,  the
     Department,   by   its   officers,  employees,   agents,
     representatives, contractors and furnishers of utilities
     and  other  services, shall have the right, at  its  own
     cost  and expense, whether for its own benefit,  or  for
     the  benefit of others than the Lessee at the  Park,  to
     maintain  existing utility, mechanical,  electrical  and
     other utility systems and on prior/reasonable notice  to
     enter  upon the Leased Premises at all reasonable  times
     to   make  such  repairs,  replacements  or  alterations
     thereto,  as  may, be necessary or advisable,  and  from
     time  to time to construct or install over, in or  under
     the Leased Premises such systems or parts thereof and in
     connection   with  such  maintenance,  use  the   Leased
     Premises for access to other parts of the Park otherwise
     not conveniently accessible, provided, however, that  in
     the exercise of such right of access, repair, alteration
     or new construction, the Department shall not install  a
     utility under or through any building or parking area or
     effect  any existing improvement on the Leased  Premises
     or  interfere with the actual use and occupancy  of  the
     Leased  Premises  by  the  Lessee.  It  is  specifically
     understood  and  agreed  that  the  reservation  of  the
     aforesaid right by the Department shall not impose or be
     construed  to impose upon the Department any  obligation
     to  repair,  replace or alter any utility service  lines
     now  or hereafter located on the Leased Premises for the
     purpose of providing utility services only to the Leased
     Premises.

15.3 In  the  event that any personal property of the  Lessee
     shall  obstruct  the  access  of  the  Department,   its
     officers,  employees,  agents  or  contractors,  or  the
     utility company furnishing utility service to any of the
     existing  utility,  mechanical,  electrical  and   other
     systems,  and thus shall interfere with the  inspection,
     maintenance  or  repair of any such system  pursuant  to
     Section  15.2, the Lessee shall move such  property,  as
     reasonably  directed by the Department or  said  utility
     company,  in order that access may be had to the  system
     or  part  thereof for inspection, maintenance or repair.
     If  the Lessee shall fail to so move such property after
     direction from the Department or said utility company to
     do  so,  the Department or the utility company may  move
     it, and the Lessee hereby agrees to pay the cost of such
     moving upon demand, and further the Lessee hereby waives
     any claim against the Department for damages as a result
     therefrom,  except for claims for damages  arising  from
     the Department's negligence.

15.4 Exercise of any or all of the foregoing rights  in  this
     Article, by the Department, or others under right of the
     Department,  shall not be, nor be construed  to  be,  an
     eviction of the Lessee, nor be made the grounds for  any
     abatement of rental nor any claim or demand for  damages
     against  the  Department,  consequential  or  otherwise,
     except claims for damage to person or property caused by
     the negligence of the Department.


ARTICLE 16

ADDITIONAL RENTS AND CHARGES

16.1 Except as provided in Section 5.3 (a), in the event  the
     Lessee  fails within thirty (30) days after  receipt  of
     written  notice  from  the  Department  to  perform   or
     commence  to  perform with due diligence any  obligation
     required  herein  to  be performed by  the  Lessee,  the
     Department  may enter the Leased Premises (without  such
     entering causing or constituting a cancellation of  this
     Agreement or an interference with the possession of such
     Leased  Premises  by  the  Lessee)  and  do  all  things
     reasonably   necessary  to  perform   such   obligation,
     charging to the Lessee the cost and expense thereof, and
     the  Lessee agrees to pay to the Department upon  demand
     such charge in addition to any other amounts payable  by
     the  Lessee  hereunder, provided, however, that  if  the
     Lessee's   failure  to  perform  any   such   obligation
     endangers  the  safety  of the public  or  employees  or
     property  of  the Department, or other  tenants  of  the
     Park, and the Department so states in its notice to  the
     Lessee,  the  Department as its sole remedy may  perform
     such  obligation  of the Lessee at any  time  after  the
     giving  of  such  notice, and charge to the  Lessee  the
     reasonable  cost  and expense thereof which  the  Lessee
     shall pay upon demand.

16.2 If the Department elects to pay any sum or sums or incur
     any  obligation  or expense by reason  of  the  failure,
     neglect  or refusal of the Lessee to perform or  fulfill
     any  one  or  more  of  the  conditions,  covenants   or
     agreements contained in this Agreement, or as the result
     of  any  act or omission of the Lessee contrary to  said
     conditions,  covenants or agreements, the Lessee  hereby
     agrees  to  pay  the sum or sums so paid or  expense  so
     incurred  by  the  Department  as  the  result  of  such
     failure,  neglect  or refusal of the  Lessee,  including
     interest,  at the existing prime rate as established  by
     Citibank, N.A. or other major New York Metropolitan Area
     lending institution of comparable stature together  with
     all  reasonable costs, and damages. In such  event,  the
     total of such amounts may be added to any installment of
     rent  thereafter due hereunder, and each and every  part
     of   the  same  shall  be  and  become  additional  rent
     recoverable  by  the Department in the same  manner  and
     with  like remedies as if it were originally a  part  of
     the rent provided for in this Agreement.


ARTICLE 17

TERMINATION BY THE DEPARTMENT

17.1 Each  of the following shall be deemed a default of  the
     Lessee and a breach of this Agreement.

17.1.1         If any rental or additional rental required by
     this Agreement to be paid to the Department shall not be
     paid  when  due, and such default shall continue  for  a
     period  of  ten  (10) days after written notice  by  the
     Department  to  the  Lessee  specifying  the  items   in
     default,  and  shall continue thereafter for  a  further
     period  of five (5) days after a second notice from  the
     Department to the Lessee which shall specify  the  items
     in   default,   and,  in  addition,  shall   state   the
     Department's intention to terminate this Lease by reason
     of such default or;

17.1.2          The  institution of proceedings in bankruptcy
     against  the Lessee; provided, however, that the  Lessee
     may  avoid such termination if the petition is dismissed
     or  stayed  by appeal within ninety (90) days after  the
     institution thereof; or,

17.1.3         The filing of a petition requesting a court to
     take jurisdiction of the Lessee or its assets under  the
     provisions of any Federal reorganization act  which,  if
     it  is  an involuntary petition, is not dismissed within
     ninety (90) days after the institution thereof; or,

17.1.4         The filing of a request for the appointment of
     a  receiver or trustee of the Lessee's assets by a court
     of  competent jurisdiction, which if the request is  not
     made  by the Lessee, is not rejected within ninety  (90)
     days   after  being  made,  or  the  request   for   the
     appointment  of  a receiver or trustee of  the  Lessee's
     asset   by  a  voluntary  agreement  with  the  Lessee's
     creditors.

17.1.5          The  default by the Lessee in the performance
     of  any  covenant or conditions required to be performed
     by  the  Lessee, and the failure of the Lessee to remedy
     such  default  for a period of thirty  (30)  days  after
     receipt from the Department of written notice (except as
     otherwise provided in Section 5.3(a) above) which  shall
     specify  the  items in default and, in  addition,  shall
     state  the  Department's  intention  to  terminate  this
     Agreement by reason of such default, or in the case of a
     default which cannot with due diligence be cured  within
     said  thirty (30) day period and Lessee fails to proceed
     within said thirty (30) day period to cure the same  and
     thereafter to prosecute the curing of such default  with
     due  diligence  pursuant to a written schedule  mutually
     agreed upon by the Department and Lessee.

17.2 If the Department shall exercise its option to terminate
     this  Agreement  upon the Lessee's failure  to  cure  or
     remedy any default hereunder prior to the expiration  of
     the  applicable  grace  periods,  this  Agreement  shall
     expire and all of Lessee's rights and interest hereunder
     shall   terminate  upon  the  expiration  of  the   time
     specified  in  the Department's notice as if  such  date
     were  the  last date of the leased term, and the  Lessee
     shall  then  immediately quit and surrender  the  Leased
     Premises  to  the  Department,  including  any  and  all
     building  erected  thereon, and all other  improvements,
     and  the  Department  may enter into  or  repossess  the
     Leased Premises and the Lessee hereby waives the service
     of  notice of intention to reenter or to institute legal
     proceedings to that end.

17.3 Notwithstanding  the  provisions of  this  Article,  the
     rights  of the Department hereunder are subject  to  the
     rights  of  Leasehold  Mortgagees to  cure  pursuant  to
     Article 10 hereof.

17.4 Failure by the Department to take any authorized  action
     upon  default  by  the  Lessee  of  any  of  the  terms,
     covenants  or conditions required to be performed,  kept
     and observed by the Lessee shall not be construed to be,
     nor  act  as,  a  waiver  of said  default  nor  of  any
     subsequent  default of any of the terms,  covenants  and
     conditions  contained herein to be performed,  kept  and
     observed  by  the Lessee. Acceptance of rentals  by  the
     Department  from  the  Lessee,  or  performance  by  the
     Department  under the terms hereof, for  any  period  or
     periods  after  a default by the Lessee of  any  of  the
     terms,_ covenants and conditions herein required  to  be
     performed, kept and observed by the Lessee shall not  be
     deemed a waiver or estoppel of any right on the part  of
     the   Department  to  cancel  this  Agreement  for   any
     subsequent failure by the Lessee to so perform, keep  or
     observe any of said terms, covenants or conditions.

ARTICLE 18

SURRENDER AND RIGHT OF RE-ENTRY

18.1 Upon  the  cancellation or termination of this Agreement
     pursuant   to  the  terms  hereof,  the  Lessee   agrees
     peaceably  to  surrender up the Leased Premises  to  the
     Department in the same condition as they are at the time
     of  the commencement of the term hereof, and as they may
     hereafter  be repaired and improved by the Lessee;  save
     and  except, (a)  such normal wear and tear  thereof  as
     could  not  have  been prevented by ordinary  and  usual
     repairs  and maintenance, (b)  obsolescence in spite  of
     repair,  and  (c)  damage  to  or  destruction  of   the
     leasehold improvements for which insurance proceeds  are
     received  by  the Department. Upon such cancellation  or
     termination,  the Department may re-enter and  repossess
     the  Leased Premises together with all improvements  and
     additions thereto, or pursue any remedy permitted by law
     for  the  enforcement of any of the provisions  of  this
     Agreement,  at  the Department's election.  Furthermore,
     upon  such  cancellation  or  termination,  and  for   a
     reasonable  time thereafter (not exceeding  thirty  (30)
     days  after  such cancellation or termination,  and  for
     which  period  the  Lessee will pay  to  the  Department
     current  lease  rentals), or during  the  term  of  this
     Agreement, if the Lessee is not in default in rentals or
     any other charges or obligations due the Department, the
     Lessee  shall  have  the right to  remove  its  personal
     property, fixtures and trade equipment which it may have
     on the Leased Premises, provided that the Lessee repairs
     all-damages  that might be occasioned by  such  removal,
     and restore the building and site to the condition above
     required.

ARTICLE 19

SERVICES TO LESSEE

19.1 The Department covenants and agrees that during the term
     of  this Agreement it will operate the Park as such  for
     the  use  and  benefit of the public, including  Lessee,
     provided, however, that subject to the rights of Lessee,
     the  Department  may prohibit or limit any  given  type,
     kind,  or  class  of use in the Park if such  action  is
     necessary  to  serve  the  needs  of  the  public.   The
     Department also agrees to provide and maintain, or cause
     to  be provided and maintained, water and sanitary sewer
     services  in areas designated for utilities or easements
     adjacent  to the Leased Premises for access  thereto  by
     the  Lessee.  The  Department  reserves  the  right   to
     transfer the responsibility for maintenance of water  to
     the  Town of Newburgh and sanitary sewer services to the
     Crossroads  Sewer District. Any charges related  to  the
     Leased Premises shall be paid by the Lessee.

19.2 The  Department  agrees  to  provide  utilities  (water,
     natural  gas, and electric) to a boundary  line  of  the
     Leased Premises and a finished road as required by  law.
     The  water  supply  will  be operated  by  the  Town  of
     Newburgh  which  has set its design  criteria  at  2,500
     gallons per minute at 20 p.s.i. residual pressure.

19.3 The  Lessee  will contract with and obtain all  required
     permits from the appropriate departments for any utility
     services provided by the Department, paying any required
     connection  fees, including those to be paid by  owners,
     and  all such services will be provided at rates and  on
     terms  and conditions established by the Department  for
     similar users in the Park.

19.4 The Lessee will also contract with the furnishers of all
     other  utilities for the furnishing of such services  to
     the  Leased  Premises and shall pay for all water,  gas,
     electricity,  sanitary sewer service,  other  utilities,
     telephone,   burglary   and  fire  protection   services
     furnished  to the Leased Premises. The Department  shall
     allow  the providers of such utilities reasonable access
     to  the  boundaries  of  the  Leased  Premises  for  the
     installation of their utility systems.

19.5 The   Department  will  provide,  repair,  maintain  and
     replace,  or cause to be provided, repaired,  maintained
     or replaced, a paved access road, as required by law, of
     at  least two lanes by extending Governor Drive  to  the
     Leased Premises.

19.6 The  Department will plow all roads within the  Park  to
     the  Leased  Premises and shall maintain  all  retention
     basins and landscaped areas in the Park but outside  any
     leased premises.


ARTICLE 20

SURVIVAL OF THE OBLIGATIONS OF THE LESSEE

20.1 In   the  event  that  the  Agreement  shall  have  been
     terminated in accordance with a notice of termination as
     provided  in  Article 17 hereof, all the obligations  of
     the  Lessee  under  this Agreement  shall  survive  such
     termination,   re-entry,  regaining  or  resumption   of
     possession and shall remain in full force and effect for
     the  full  term  of this Agreement, and  the  amount  or
     amounts  of damages or deficiency shall become  due  and
     payable  to  the Department to the same extent,  at  the
     same  time  or times, and in the same manner  as  if  no
     termination,   re-entry,  regaining  or  resumption   of
     possession had taken place. The Department may  maintain
     separate  actions each month to recover  the  damage  or
     deficiency then due or at its option and at any time may
     sue  to  recover  the full deficiency  less  the  proper
     discount,  for  the  entire  unexpired  term   of   this
     Agreement.

20.2 The  amount of damages for the period of time subsequent
     to  termination (or re-entry, regaining or resumption of
     possession)   on   account  of   the   Lessee's   rental
     obligations, shall be the sum of the following:

20.2.1         The amount of the total of all installments of
     rents as they would have become due had the term of this
     Agreement  not  been terminated, less  the  installments
     thereof   payable  prior  to  the  effective   date   of
     termination except that the credit to be allowed for the
     installment payable on the first (1st) day of the  month
     in  which the termination is effective shall be prorated
     for  the  part  of  the month the Agreement  remains  in
     effect on the basis of the total days in the month;

20.2.2          An  amount  equal to all reasonable  expenses
     incurred  by  the  Department  and  not  reimbursed   in
     connection  with  regaining  possession,  restoring  the
     Leased  Premises, acquiring a new lease for  the  Leased
     Premises,  legal expenses (including but not limited  to
     attorney's fees), putting the Leased Premises in order.

20.3 There  shall  be credited to the account of  the  Lessee
     against  its survived obligations hereunder  the  amount
     actually received from any lessee, licensee, permittee or
     other occupier in connection with the use of the said Leased
     Premises or portion thereof during the balance of the term of
     use and occupancy as the same is originally stated in this
     Agreement, the market value of the occupancy of such portion
     of the Leased Premises as the Department may itself during
     such  period  actually use and occupy. No such  use  and
     occupancy shall be or be construed to be an acceptance of a
     surrender of the Leased Premises, nor shall such use and
     occupancy constitute a waiver of any rights of the Department
     hereunder.  The Department will use its best efforts  to
     mitigate damages to Lessee under this Article.


ARTICLE 21

USE SUBSEQUENT TO CANCELLATION OR TERMINATION

21.1 The   Department,   upon  termination  or   cancellation
     pursuant  to  Article 19 hereof, may occupy  the  Leased
     Premises  or  may enter into an agreement  with  another
     lessee  and  shall have the right to permit any  person,
     firm  or  corporation to enter upon the Leased  Premises
     and  use the same. Such use may be of part only  of  the
     Leased  Premises  or  of  the  entire  Leased  Premises,
     together with other premises, and for a period  of  time
     the  same  as or different from the balance of the  term
     hereunder  remaining, and on terms  and  conditions  the
     same  as  or  different from those  set  forth  in  this
     Agreement.

21.2 The  Department  shall also, upon  said  termination  or
     cancellation,  or  upon  said  re-entry,  regaining   or
     resumption  of possession, have the right to repair  and
     to  make  structural  or  other changes  in  the  Leased
     Premises,  including changes which alter  its  character
     and  the  suitability thereof for the  purposes  of  the
     Lessee under this Agreement, without affecting, altering
     or  diminishing the obligations of the Lessee hereunder,
     provided,  that any structural changes shall not  be  at
     Lessee's expense.


ARTICLE 22

NOTICES

22.1 All  notices, consents and approvals required or desired
     to  be  given  by the parties hereto shall be  given  in
     writing  by  certified  mail,  postage  prepaid,  return
     receipt  requested,  and  shall  be  deemed  given  when
     received at the recipient's notice address. Notice  that
     starts the running of a time period and is delivered  on
     a non-business day shall be deemed delivered on the next
     business day, if left at the notice address, or the next
     business  day on which it is redelivered if  it  is  not
     left at the notice address.

22.2 The notice addresses of the parties are as follows:

To the   Department:              N.Y.State   Department   of
     Transportation
                         Building 138
                         Stewart International Airport
                         Newburgh, NY 12550

                         and

                         Manager
                         Industrial Park Building
                         138 Stewart International Airport
                         Newburgh, NY 12550

The Lessee:                   The Edgewater Stewart Company
                         c/o The Hilton Tower
                         465 South Salina Street
                         Syracuse, NY 13202-2487
Attention: Thomas R. Kennedy

With a copy to:               Bond, Schoeneck & King
                         One Lincoln Center
                         Syracuse, NY 13202-1355
                         Attention: Stephen L. Johnson, Esq.

Such addresses shall be subject to change from time  to  time
     to  such  other addresses as may have been specified  in
     written  notice given by the intended recipient  to  the
     sender.


ARTICLE 23

HOLDING OVER

23.1 No  holding over by the Lessee after the termination  of
     this  lease shall operate to extend or renew this  lease
     for any further term whatsoever; but the Lessee will  by
     such  holding  over become the tenant  at  will  of  the
     Department and after written notice by the Department to
     vacate such premises, continued occupancy thereof by the
     Lessee shall constitute the Lessee a trespasser.

23.2 Any  holding  over by the Lessee beyond the thirty  (30)
     day period permitted for removal of fixtures without the
     written consent of the Department shall make the  Lessee
     liable to the Department for damages equal to double the
     rentals provided for herein and which were in effect  at
     the termination of the Agreement.

23.3 All insurance coverage that the Lessee is required under
     the  provisions  hereof  to  maintain  in  effect  shall
     continue in effect for so long as the Lessee, or any  of
     the  Lessee's  subleases or tenants  occupy  the  Leased
     Premises or any part thereof.


ARTICLE 24

INVALID PROVISIONS

24.1 The  invalidity of any provisions, articles, paragraphs,
     portions,  or  clauses of this agreement shall  have  no
     effect  upon the validity of any other part  or  portion
     hereof,  so  long as the remainder shall  constitute  an
     enforceable agreement.


ARTICLE 25

MISCELLANEOUS PROVISIONS

     Remedies to be Nonexclusive.

25.1 All  remedies provided in this Agreement shall be deemed
     cumulative  and  additional  and  not  in  lieu  of,  or
     exclusive  of,  each  other,  or  of  any  other  remedy
     available to the Department, or the Lessee, at law or in
     equity, and the exercise of any remedy, or the existence
     herein  of any remedies or indemnities shall not prevent
     the exercise of any other remedy.
     Non-Waiver of Rights.

25.2 The  failure by either party to exercise any  right,  or
     rights  accruing to it by virtue of the  breach  of  any
     covenant,  condition or agreement herein  by  the  other
     party  shall not operate as a waiver of the exercise  of
     such  right  or  rights in the event of  any  subsequent
     breach  by such other party, nor shall such other  party
     be relieved thereby from its obligations under the terms
     hereof.

     Force Majeure.

25.3 Neither  party  shall  be deemed in  violation  of  this
     Agreement if it is prevented from performing any of  its
     obligations hereunder by reason of labor disputes,  acts
     of   God,   acts  of  the  public  enemy   or   superior
     governmental  authority, provided,  however,  that  this
     section  shall not excuse Lessee from paying the rentals
     herein  specified provided further however, that if  the
     right  of the Lessee to receive rental payments pursuant
     to  any  approved sublease has been abated as  a  result
     thereof, the rental otherwise payable hereunder shall be
     reduced  by  an  amount  the  Department  determines  is
     reasonable in proportion to the abatement of the rentals
     otherwise payable under said subleases.

     Non-liability of Individuals.

25.4 No  agent  or employee of either party hereto  shall  be
     charged personally or held contractually liable by or to the
     other party under any term or provision of this Agreement or
     of  any  supplement, modification or amendment  to  this
     Agreement because of any breach thereof.

     Quiet Enjoyment.

25.5 The  Department covenants that as long as the Lessee  is
     not  in default of any provision of this Agreement,  the
     Lessee  shall and may peaceably and quietly  have,  hold
     and  enjoy the Leased Premises exclusively to it and the
     rights  appurt enant to the Leased Premises  granted  in
     this  Agreement  during the term  hereof  unless  sooner
     canceled as provided in this Agreement.

     Estoppel Certificate.

25.6 At  the request of the Lessee, the Department shall from
     time  to  time  execute and deliver a written  statement
     identifying  it  as  the lessor  under  this  Lease  and
     certifying:  (i) the documents that then  comprise  this
     Lease,  (ii)  that  this Lease  is  in  full  force  and
     effect, (iii) the then current annual amount of rent and
     the  date  through  which it has  been  paid,  (iv)  the
     expiration  date of this Lease, (v) that no amounts  are
     then  owed  by  the  Lessee to the  Department  (or,  if
     amounts are owed, specifying the same) and (vi)  to  the
     knowledge  of the Department, there are not defaults  by
     the  Lessee under this Lease or any facts which but  for
     the  passage of time, the giving of notice or both would
     constitute  such  a  default. The  party  acquiring  the
     lessee's interest in the Lease shall be entitled to rely
     conclusively upon such written statement.



     Short Form of Lease.

25.7 This Lease shall not be recorded, but at the request  of
     either  party,  the other shall execute a memorandum  or
     short form of lease for recording.

     General Provisions.

25.8 Lessee  shall not use, or permit the use of, the  Leased
     Premises,  or any part thereof, for any purpose  or  use
     other than those authorized by this Agreement.

25.9 This  Agreement shall be performable and enforceable  in
     Orange  County,  New  York, and shall  be  construed  in
     accordance with the laws of the State of New York.

25.10      This  Agreement is made for the sole and exclusive
     benefit   of  the  Department  and  the  Lessee,   their
     successors and assigns, and is not made for the  benefit
     of any third party.

25.11      In  the event of any ambiguity in any of the terms
     of  this  Agreement, it shall not be  construed  for  or
     against  any party hereto on the basis that  such  party
     did or did not author the same.

25.12      All covenants, stipulations and agreements in this
     Agreement  shall extend to and bind each  party  hereto,
     its legal representatives, successors and assigns.

25.13       The  titles  of  the  several  articles  of  this
     Agreement are inserted herein for convenience only,  and
     are not intended and shall not be construed to affect in
     any  manner  the  terms and provisions  hereof,  or  the
     interpretation or construction thereof.

25.14       Nothing  herein  contained  shall  create  or  be
     construed to creating a co-partnership or joint  venture
     between  the Department and the Lessee or to  constitute
     the  Lessee  an agent of the Department. The  Department
     and the Lessee each expressly disclaim the existence  of
     such a relationship between them.

25.15     The Department, or any successor in interest to the
     Department,  shall look solely to the Lessee's  interest
     in   the  leasehold  estate  and  Lessee's  improvements
     thereon  for  the  satisfaction of the remedies  of  the
     Department in the event of a breach by the Lessee of any
     of  the covenants or conditions of this Agreement except
     for  the  covenants and conditions of Article 9, hereof,
     which are not to be so limited.


ARTICLE 26

SUPPLEMENTARY PROVISIONS

26.1 This  Agreement  is  subject  and  subordinate  to   the
     following:

26.1.1          The  Department reserves the right to develop
     and  improve the Park without interference or  hindrance
     by  or  on  behalf  of  the Lessee. Accordingly  nothing
     contained  in  this  Agreement  shall  be  construed  to
     obligate the Department to relocate the Lessee.

26.1.2         The Department reserves the right to take such
     action  it  considers necessary to  protect  the  aerial
     approaches to the Airport against obstruction,  together
     with  the  right  to  prevent Lessee  from  erecting  or
     permitting to be erected any building or other structure
     in  the  Park  which, in the opinion of the  Department,
     would  limit the usefulness of the Airport or constitute
     a hazard to aircraft.

26.1.3          During the time of war or national emergency,
     the Department shall  have the right to lease all or any
     part  of the landing area or of the  Park to the  United
     States  for  military  use, and if  any  such  lease  is
     executed,  the provisions of this Agreement  insofar  as
     they  may be  inconsistent with the provisions  of  such
     lease  to  the Government, shall be suspended, but  such
     suspension shall not extend the term of  this Agreement.
     Abatement of rentals shall be reasonably determined   by
     the Department and Lessee in proportion to the degree of
     interference  with  the  Lessee's  use  of  the   Leased
     Premises.

26.1.4           Except  to  the  extent  required  for   the
     performance of any obligations of the Lessee  hereunder,
     nothing contained in this Agreement shall grant  to  the
     Lessee  any rights whatsoever in the airspace above  the
     Leased  Premises  other  than  those  rights  which  are
     subject   to  Federal  Aviation  Administration   rules,
     regulations   and   orders  currently  or   subsequently
     effective.


ARTICLE 27

ENTIRE AGREEMENT

27.1 This  Agreement consists of Articles 1 to 27  inclusive,
     and Article AA, Appendices A and B, and Exhibits A, B-1,
     B-2 and C and Schedule A.

27.2 It  constitutes  the  entire agreement  of  the  parties
     hereto  and may not be changed, modified, discharged  or
     extended except by written instrument duly executed by the
     Department  and the Lessee. The parties  agree  that  no
     representations or warranties shall be binding upon  the
     Department or the Lessee unless expressed in writing in this
     Agreement of Lease.

IN  WITNESS  WHEREOF, the parties hereto have  executed  this
Agreement on the day and year written above.

                         THE NEW YORK STATE DEPARTMENT OF
                         TRANSPORTATION

Attest:/S/Diane M Gorman      By:/s/


                         THE EDGEWATER STEWART COMPANY

Attest:/s/Stephen L. Johnson  By:/s/    Thomas R. Kennedy

                  TENANT'S ACKNOWLEDGEMENT

STATE OF NEW YORK       )
                    ) SS.:
COUNTY OF ONANDAGA       )


On this 26th day of February, 1988, before me personally came
Thomas R. Kennedy to me known, and known to me to be a member
of  the  firm  of  The Edgewater Stewart Company,  a  general
partnership duly established and existing under the  laws  of
the  State  of  New  York, the person described  in  and  who
executed the within instrument on behalf of said firm, and he
acknowledged  to me that he executed the same  in  behalf  of
said firm for the purposes herein mentioned.





/s/Stephen L. Johnson
Notary Public, County of Onandaga



    CERTIFICATE OF AUTHORITY


  I, Thomas R. Kennedy certify that I am a general partner of
the   firm  of  The  Edgewater  Stewart  Company,  a  general
partnership duly established and existing in the State of New
York,  named  in  the  foregoing agreement;  that  Thomas  R.
Kennedy  who  signed  said agreement  was,  at  the  time  of
execution, general partner of the firm.


                         /s/Thomas R. Kennedy



STATE OF NEW YORK        )
                    )  SS.:
COUNTY OF ONONDAGA       )

On this 26th day of February, 1988, before me personally came
Thomas R. Kennedy to me known, and known to me to be a member
of  the  firm  of  The Edgewater Stewart Company,  a  general
partnership duly established and existing under the  laws  of
the  State  of  New  York, the person described  in  and  who
executed the within instrument on behalf of said firm, and he
acknowledged  to me that he executed the same  in  behalf  of
said firm for the purposes herein mentioned.



                         /s/Stephen L. Johnson
                         Notary Public, County of Onondaga



                         ARTICLE AA

              Disbursement of Deposited Moneys

AA.1 All  sums of the character referred to in Article 8  and
     12   (hereinafter referred to as 'Deposited Sums")  paid
     to  or deposited with a bank or trust company or paid to
     the   first  Leasehold  Mortgagee  (herein  called   the
     "Depositary"),  shall  be  promptly  disbursed  in   the
     manner hereinafter provided.

AA.2 From   time   to   time  as  any  restoration,   repair,
     replacement  or  rebuilding  of  any  buildings  or  any
     portion  thereof damaged or destroyed  by  fire  or  any
     other  cause,  or  not  taken in  a  proceeding  of  the
     character    described   in   Article   8,    progresses
     (hereinafter  collectively referred to as  the  "Work"),
     disbursement of any moneys of the character referred  to
     in  the  Article  shall  be made  upon  receipt  by  the
     Depositary of the following:

     (a)   A  certificate signed by an architect or  engineer
     licensed in the State of New York selected by Lessee who
     shall  be reasonably satisfactory to the Department  and
     also  signed by Lessee, dated not more than thirty  (30)
     days  prior  to  the application for such  disbursement,
     setting forth in substance the following:

     (i)   That the sum then requested to be disbursed either
     has been paid by Lessee or is justly due to contractors,
     subcontractors,  materialmen, engineers,  architects  or
     other  persons  (whose  names  and  addresses  shall  be
     stated)  who  have rendered and furnished certain  labor
     and  materials for the Work; giving a brief  description
     of   such  services  and  materials  and  the  principal
     subdivisions  or categories thereof and the  amounts  so
     paid  or due to each of said persons in respect thereof,
     and  stating the progress of the Work up to the date  of
     said certificate.

     (ii)  That the sum then requested to be disbursed,  plus
     all  sums previously disbursed, does not exceed the cost
     of  the Work as actually accomplished up to the date  of
     such  certificate and that the balance of the  Deposited
     Sums  will  be  sufficient  to  pay  in  full  for   the
     completion  of  the Work, or the Department  shall  have
     received other assurances reasonably satisfactory to  it
     of payment in full for completion thereof.

     (iii)     That no part of the cost of their services and
     material described in the foregoing clause (i)  of  this
     paragraph   (a),  in  any  previous  or   then   pending
     application, has been or is being made the basis for the
     disbursement of any part of the Deposited  Sums  or  has
     been  paid  out of insurance moneys not required  to  be
     paid to the Depositary; and

     iv)  That except for the amounts, if any, stated in said
     certificate pursuant to the foregoing clause (i) of this
     paragraph to be due for services or materials, there  is
     no  outstanding indebtedness known to the person signing
     the  certificate, after due inquiry, which is  then  due
     and  payable for work, labor, services and materials  in
     connection with the Work, which, if unpaid, might become
     the  basis  for  a  vendor's,  mechanics,  laborer's  or
     materialman's  statutory or similar lien  upon  Lessee's
     leasehold   estate  or  Lessee's  or  the   Department's
     interest in the leased premises or any part thereof.

     (b)  A certificate signed by Lessee, dated not more than
     thirty  (30)  days  prior to the  application  for  such
     disbursement, setting forth in substance that, to the best
     knowledge of Lessee, after due inquiry,

     (i)   All  materials and all property described  in  the
     certificate  furnished pursuant to  clause  (i)  of  the
     foregoing paragraph (a) and every part thereof, are free
     and clear of all liens and encumbrances, except such  as
     may  secure indebtedness due to persons (whose names and
     addresses  and  the several amounts due  them  shall  be
     stated)  specified in said certificate, which liens  and
     encumbrances  will be discharged upon  payment  of  such
     indebtedness  and encumbrances to which  this  Lease  is
     subject; and

     (ii) That no event of default has occurred which has not
     been remedied.

     (c)   An official search, a certificate of title company
     or   other  evidence  reasonably  satisfactory  to   the
     Department  showing that there has not been  filed  with
     respect to Lessee's leasehold estate of Lessee's or  the
     Department's interest in the leased premises or any part
     thereof   any   vendor's,   mechanic's,   laborer's   or
     materialman's  statutory or similar lien which  has  not
     been  discharged  of  record, except  such  as  will  be
     discharged upon payment of the amount then requested  to
     be   disbursed.  Upon  compliance  with  the   foregoing
     pro-visions  of this Section AA.2 the Depositary  shall,
     out of the Deposited Sums, disburse to the persons named
     in  the certificate pursuant to the foregoing clause (i)
     of  paragraph (a) the respective amounts stated in  said
     certificate  to be due to them and/or shall disburse  to
     Lessee  the  amount stated in said certificate  to  have
     been paid by Lessee.

     At  any time after the completion, in full, of the Work,
     the  whole  balance  of Deposited Sums  not  theretofore
     disbursed pursuant to the foregoing provisions  of  this
     Section  AA.2 shall be disbursed to Lessee, upon receipt
     by the Depositary of (a) a certificate signed by Lessee,
     dated  not  more  that thirty (30)  days  prior  to  the
     application  for  such disbursement,  setting  forth  in
     substance the following to the best knowledge of Lessee,
     after  due inquiry, (i) that the Work has been completed
     in full; (ii) that all amounts which Lessee is or may be
     entitled   to   have  disbursed  under   the   foregoing
     provisions  of  this Section AM on account  of  services
     rendered or materials  furnished in connection with  the
     Work  have  been disbursed under said provisions;  (iii)
     that  all  amounts for whose payment Lessee  is  or  may
     become  liable in respect of the Work have been paid  in
     full  except  to  the extent, if any, of  any  retainage
     shall  be  applied to the final payments of the  amounts
     due and (iv) that no event of default has occurred which
     has  not been remedied and (b) an official search  or  a
     certificate  of a title company reasonably  satisfactory
     to  the Department showing that there has not been filed
     with respect to Lessee's leasehold estate or Lessee's or
     the  Department's interest in the leased premises or any
     part  thereof,  any vendor's, mechanic's,  laborer's  or
     materialman's  statutory or similar lien which  has  not
     been discharged of record.

AA.3 If  an  event  of  default shall have  occurred  and  be
     continuing beyond any applicable grace periods, prior to
     the  disbursement  of the Deposited  Sums  or  any  part
     thereof,   the  Department  may  notify  the  Depositary
     thereof,  and  thereupon the Depositary  shall  have  no
     further  right  or  obligation to disburse  any  of  the
     deposited Sums to Lessee, but shall disburse the same in
     accordance with the requirements of Section AA.2  to  or
     for the account of the Leasehold Mortgagee in accordance
     with the provisions of Article 10 hereof.

AA.4 The  Department  and  Lessee agree that  the  Depositary
     shall  have the right to deduct from the Deposited Sums,
     prior  to  any disbursement thereof pursuant to  Section
     AA.2,  its  reasonable charges for acting as  Depositary
     hereunder.

AA.5 The  balance remaining of Deposited Funds, if any, after
     disbursement  in accordance with this Article  shall  be
     paid  to the first leasehold mortgagee to be applied  to
     the   mortgage  debt,  or  if  there  is  no   leasehold
     mortgagee, to the Department, to be applied to the  rent
     payable hereunder.

AA.6 The  depositary  shall pay a penalty of Chase  Manhattan
     Bank's   prime  rate  on  all  sums  not  disbursed   in
     accordance  with  this  Article to  the  party  entitled
     thereto  within  ten (10) days after  said  depositary's
     receipt of all documents required to be submitted to  it
     hereunder.

AA.7 In the event Lessee shall elect, under the provisions of
     Section  8.2.2  of  the  Agreement,  not  to  repair  or
     reconstruct   the  improvements  the  Depositary   shall
     disburse  the  Deposited Funds in  accordance  with  the
     provisions of Section 8.6 of the Agreement.


























                         APPENDIX A

      STANDARD CLAUSES FOR ALL NEW YORK STATE CONTRACTS

                Addendum to Contract Between

The New York State Department of Transportation (The "State")

                             and

      The Edgewater Stewart Company (The 'Contractor")

                        Contract No.


     The parties to the attached contract, license, lease, or
other  agreement  of  any kind(hereinafter,  the  "contract")
agree  to be bound by the following clauses which are  hereby
made a part of said contract:

1.    EXECUTORY CLAUSE. In accordance with Section 41 of  the
State  Finance  Law, this contract shall be deemed  executory
only  to  the extent of money available to the State for  the
performance  of  this  contract and  no  liability  shall  be
incurred by the State of New York beyond moneys available for
this contract.

2.   NON-ASSIGNMENT CLAUSE. In accordance with Section 138 of
the  State Finance Law, this contract may not be assigned  by
the  contractor  or  its  right, title  or  interest  therein
assigned,  transferred,  conveyed,  sublet  or  disposed   of
without the previous consent, in writing, of the State.

3.    COMPTROLLER'S APPROVAL. In accordance with Section  112
of  the  State  Finance  Law, no contract  at  or  above  the
statutory  amount  or  amendment  thereto  shall  be   valid,
effective  or  binding  upon the  State  until  it  has  been
approved  by  the State Comptroller and filed in his  office.
Contractors  commencing performance of any such  contract  or
amendment   before  it  has  been  approved  by   the   State
Comptroller do so at their own risk.

4.    WORKERS'  COMPENSATION  BENEFITS.  In  accordance  with
Section 142 of the State Finance Law, this contract shall  be
void  and of no force and effect unless the contractor  shall
provide  and  maintain  coverage  for  the  benefit  of  such
employees as are required to be covered by the provisions  of
the Workers' Compensation Law.

5.   NON-DISCRIMINATION REQUIREMENTS. The contractor will not
discriminate against any employee or applicant for employment
because  of  race, creed, color, sex, national  origin,  age,
disability or marital status. Furthermore, in accordance with
Section 220-e of the Labor Law, if this is a contract for the
construction, alteration or repair of any public building  or
public  work or for the manufacture, sale or distribution  of
materials, equipment or supplies, and to the extent that this
contract  shall be performed within the State  of  New  York,
contractor  agrees  that  neither it nor  its  subcontractors
shall,  by reason of race, creed, color, disability,  sex  or
national origin: (a) discriminate in hiring against  any  New
York  State citizen who is qualified and available to perform
the  work;  or  (b)  discriminate against or  intimidate  any
employee  hired  for  the  performance  of  work  under  this
contract.  Contractor is subject to the sanctions of  Section
220-e   for   any   violation  thereof,  including   possible
termination of this contract and forfeiture of all moneys due
hereunder for a second or subsequent violation.

6.    WAGE  AND  HOURS PROVISIONS. If this is a  public  work
contract  covered by Article 8 of the Labor Law or a building
service  contract  covered  by  Article  9  thereof,  neither
contractor's   employees   nor   the   employees    of    its
subcontractors may be required or permitted to work more than
the  number  of  hours  or  days stated  therein,  except  as
otherwise  provided in the Labor Law. Furthermore, contractor
and  its subcontractors must pay at least the prevailing wage
rate,  as  determined  by  the  State  Labor  Department   in
accordance with the Labor Law.

7.    NON-COLLUSIVE BIDDING REQUIREMENT. In  accordance  with
Section 139-d of the State Finance Law, if this contract  was
awarded   based  upon  the  submission  of  bids,  contractor
warrants, under penalty of perjury, that its bid was  arrived
at  independently and without collusion aimed at  restricting
competition.  Contractor further warrants that an  authorized
and  responsible  person has executed and  delivered  to  the
State  a  non-collusive bidding certification on contractor's
behalf.

8.    INTERNATIONAL BOYCOTT PROHIBITION. In  accordance  with
Section 220-f of the Labor Law and Section 139-h of the State
Finance  Law, if this  contract exceeds the statutory  amount
in  Section  139-h of the State Finance  Law, the  contractor
agrees, as a material condition of the contract, that neither
the  contractor  nor  any substantially owned  or  affiliated
person, firm, partnership or corporation has participated, is
participating,  or  shall  participate  in  an  international
boycott   in   violation  of  federal  laws  or   regulations
thereunder.  If  such  contractor, or any  of  the  aforesaid
affiliates or contractor, is convicted or is otherwise  found
to  have violated A-3 said laws or regulations upon the final
determination of the United States Commerce Department or any
other  appropriate agency of the United States subsequent  to
the   contract's  execution,  such  contract,  amendment   or
modification thereto shall be rendered forfeit and void.  The
contractor shall so notify the State Comptroller within  five
(5)  business  days  of  such  conviction,  determination  or
disposition of appeal (2 NYCRR 105.4).

9.    SET-OFF RIGHTS. The State shall have all of its  common
law rights of set-off. These rights and powers shall include,
but not be limited to, the State's option to withhold for the
purposes  of  set-off any moneys due to the contractor  under
this  contract up to any amounts due and owing to  the  State
with  regard  to this contract, any other contract  with  any
State department or agency, including any contract for a term
commencing prior to the term of this contract, or amounts due
and owing to the State for any other reason.

10.    RECORD-KEEPING  REQUIREMENT.  The   contractor   shall
maintain  accurate  books, records, documents,  accounts  and
other  evidence directly pertinent to performance under  this
contract  for  a  period  of  six  (6)  years  following  the
termination of this contract and any extensions thereto.  The
State Comptroller and Attorney General or any other person or
entity  authorized to conduct an examination, as well as  the
agency  or  agencies  involved in this contract,  shall  have
access  to  such records during the contract term, extensions
thereof  and  said  six (6) year period  thereafter  for  the
purposes of inspection, auditing and copying.

11.   CONFLICTING  TERMS. In the event of a conflict  between
the  terms of the contract and the terms of this Appendix  A,
the terms of this Appendix A shall control.

12.   GOVERNING LAW. This contract shall be governed  by  the
laws of the State of New York.

13.  LATE PAYMENT. Timeliness of payment and any interest  to
be  paid to contractor for late payment shall be governed  by
Article XI-A of the State Finance Law.

14.  NO ARBITRATION. Disputes involving the breach or alleged
breach  of  this  contract may not be  submitted  to  binding
arbitration (except where statutorily authorized)  but  must,
instead, be heard in a court of competent jurisdiction of the
State of New York.


                         /s/thomas R. Kennedy
                         Signature of Contractor
                         or Contractor's Authorized
                         Representative


                         Printed or Typed Name

                         Partner
                         Title

                         26 February 88
                         Date



























                                                   APPENDIX B

Construction by Lessee

1.    The  Lessee agrees to construct on the space  shown  on
Exhibits B-1 and B-2 the following facilities;

1.1   approximately  57,200 square feet of  light  industrial
space; and

1.2   paving  to  accommodate auto and over  the  road  truck
parking spaces,

1.3   together with the grading of the ground area  contained
within  the Space and the installation on or in the Space  of
such  utilities  as may be appropriate or necessary  for  the
utilization  of  the  Space for the purposes  the  Lessee  is
permitted to use the same.

2.     Prior  to  the  commencement of  construction  of  the
facilities set forth in Section 1 above, or any part thereof,
Lessee  shall  submit to the Department  complete  plans  and
specifications for such proposed construction within 90  days
of  the  effective  date of this Agreement.  Such  plans  and
specifications  shall be signed and sealed  by  a  registered
architect or a professional engineer licensed to practice  in
the State of New York.

3.    The Department may refuse to grant approval if, in  its
reasonable opinion, the proposed facilities as laid  out  and
indicated   by  the  Lessee  on  such  plans  or  constructed
according to such plans and specifications:

3.1   will be structurally unsound or unsafe or hazardous for
human  occupancy  or improper for the use and  occupancy  for
which it is designed;

3.2   will  not  comply  with all the  requirements  of  this
Agreement;

3.3   will  be  in violation of any State code, OSHA-70,  the
National  Electric  Code  or  any  other  law,  ordinance  of
regulation  of any governmental authority having jurisdiction
over the Airport;

3.4   will  not  be  at  locations  or  not  be  oriented  in
accordance  with  the approved comprehensive  plans  for  the
Park.

4.    Upon approval of such plans and specifications  by  the
Department  the Lessee shall proceed expeditiously  and  with
all  reasonable diligence to construct, at its own  cost  and
expense,  the  facilities in accordance  with  such  approved
plans  and  specifications  and complete  the  facilities  in
accordance with the time limit set forth above.

4.1  The Lessee or the Lessee's construction contractor shall
furnish  the Department Letters of Credit in a sum  equal  to
the  estimated  cost  of construction, in  a  form  and  with
sureties  satisfactory to the Department,  for  the  faithful
performance  by  the  Lessee of its construction  obligations
contained in this Agreement and for the guarantee of  payment
of all claims of materialmen, workmen and subcontractors. The
Lessee shall deliver such Letters of Credit to the Department
prior  to  commencement of construction or within  (30)  days
after  the  award  by  Lessee  of  construction  contract  or
contracts, which ever occurs first.  5. All construction work
shall  be  done  in accordance with the following  terms  and
conditions:

5.1  The Lessee hereby assumes the risk of loss or damage  to
     all of the construction work prior to the completion thereof
     and  the risk of loss or damage to all property  of  the
     Department  arising  out of or in  connection  with  the
     performance of the construction work. In the event of such
     loss or damage, the Lessee shall forthwith repair, replace
     and made good the construction work and the property of the
     Department without cost or expense to the Department.

5.2  The  Lessee  shall  itself and shall  also  require  its
     contractors to indemnify and hold harmless the Department,
     the Park Manager, and their officers, agents and employees
     from and against all claims and demands, just or unjust, of
     third persons (including employees, officers, and agents of
     the  Department) arising or alleged to arise out of  the
     performance of the construction work and for all expenses,
     (whether or not such claims, demands, causes of  action,
     liabilities  etc, are made or asserted before  or  after
     termination or expiration of this agreement) incurred by it
     and  by  them in the defense, settlement or satisfaction
     thereof, including without limitation thereto, claims and
     demands  for death, for personal injury or for  property
     damage,  direct or consequential, (to include reasonable
     attorneys and other professional fees) whether they arise out
     of  or from the acts or omissions of the Lessee, of  any
     contractors of the Lessee, of the Department or of third
     person,  or from acts of God or of the public enemy,  or
     otherwise excepting only claims and demands which result
     solely  from negligent acts done by the Department,  its
     subsidiaries, its officers, agents and employees subsequent
     to the commencement of the construction work.

5.3  The  Lessee  shall furnish a project manager during  the
     construction period with whom the Department may communicate
     at all times.

5.4  The  Department shall have the right, through  its  duly
     designated representatives, to inspect the construction work
     and the plans and specifications thereof, at any and all
     reasonable times during the progress thereof and from time to
     time, in its discretion, to take samples and perform testing
     on  any part of the construction work, but the taking of
     samples and testing shall be conducted so as to minimize
     interference with the construction work. If such minimization
     of  impact  can be accomplished without diminishing  the
     effectiveness of accuracy of the samples and or tests.

5.5  The   Lessee  agrees  that  it  shall  deliver  to   the
     Department "as-built" drawings (capable of being reproduced)
     of the construction work and shall during the term of this
     Agreement keep said drawings current   showing thereon any
     changes or modifications which may be made. (No changes or
     modifications to be made without the Department's consent not
     to be unreasonably withheld or delayed.)

5.6  The  Lessee  shall pay or cause to be  paid  all  claims
     lawfully made against it by its contractors, subcontractors,
     materialmen and workmen, and all claims lawfully made against
     it by other third persons arising out of or in connection
     with or because of the performance of the construction work,
     and shall cause its contractors and subcontractors to pay all
     such claims lawfully made against them, provided, however,
     that nothing herein contained shall be construed to limit the
     right of the Lessee to contest any claim of a contractor,
     subcontractor, materialman, workman and/or other person and
     no such claim shall be considered to be an obligation of the
     Lessee within the meaning of this Section unless and until
     the same shall have been finally adjudicated. The Lessee
     shall use its best efforts to resolve any such claims and
     shall keep the Department fully informed of its actions with
     respect thereto.

5.7  The  Lessee  shall  procure and  maintain  comprehensive
     general liability insurance, including automotive, with a
     contractual liability endorsement covering the obligations
     assumed by the Lessee in Section 5.2   of this Appendix,
     which  shall be in addition to all policies of insurance
     otherwise required under this Agreement or the Lessee may
     provide such insurance by requiring each contractor engaged
     by it for the construction work to procure and maintain such
     insurance including such contractual liability endorsement,
     said insurance not to contain any care, custody or control
     exclusions, any exclusion for explosions, collapses or damage
     to bodily injury to or sickness, disease, or death of any
     employee of the Lessee or of any of its contractors which
     would conflict with or in anyway impair coverage under the
     contractual liability endorsement. Said insurance shall name
     the Department, the Park Manager and their agents as  an
     additional insureds and be in not less than the following
     amounts:

     (i)  Bodily Injury Liability:

          For injury to or wrongful death
          to one person                      $1,000,000

          For injury or wrongful death or
          more than one person for any
          one occurrence                     $5,000,000

          Aggregate Products Completed
          Operations                              $39000,000

     (ii) Property Damage Liability:

          For all damages arising out of
          injury to or destruction of property
          in any one occurrence                   $3,000,000

          Aggregate Products Completed
          Operations                              $3,000,000

          Aggregate Operations                    $3,000,000

          Aggregate Productive                    $3,000,000

          Aggregate Contractual                   $3,000,000

     The insurance required hereunder shall be maintained  in
     effect during the performance of the construction  work.
     A   certified  copy  of  each  of  the  policies  or   a
     certificate  or  certificates evidencing  the  existence
     thereof,   or  binders,  shall  be  delivered   to   the
     Department  at  least fifteen (15)  days  prior  to  the
     commencement  of any work. In the event  any  binder  is
     delivered, it shall be replaced within thirty (30)  days
     by a certified copy of the policy or a certificate. Each
     such copy or certificate shall contain a valid provision
     or endorsement that the policy certificate shall contain
     a valid provision or endorsement that the policy may not
     be  canceled,  terminated, changed or  modified  without
     giving  thirty (30) days' written advance notice thereof
     to the Department.

5.8  The  Lessee  shall procure and maintain or cause  to  be
     procured  and maintained Builder's Risk Completed  Value
     Insurance  covering  the construction  work  during  the
     performance thereof including material delivered to  the
     construction site but not attached to the realty in an amount
     and form satisfactory to the Department. Such insurance shall
     name the Department, the Lessee and its contractors  and
     subcontractors as additional assureds and such policy shall
     provide that the loss shall be adjusted with and payable to
     the Lessee. Such proceeds shall be used by the Lessee for the
     repair, replacement or rebuilding of the construction work.
     The policies or certificates representing this insurance
     shall be delivered by the Lessee to the Department prior to
     the  commencement  of construction and  each  policy  or
     certificate delivered shall bear the endorsement of or be
     accompanied by evidence of payment of the premium thereon
     and, also, a valid provision obligating the insurance company
     to furnish the Department fifteen (15) days' advance notice
     of the cancellation, termination, change or modification of
     the insurance evidenced by said policy or certificate.

5.9  Nothing  contained herein shall grant or  be  deemed  to
     grant to any contractor, architect, supplier, subcontractor
     or  any other person engaged by the Lessee of any of its
     contractors  in  the  performance of  any  part  of  the
     construction work any right of action or claim against the
     Department, its officers, agents and employees with respect
     to  any  work any of them may do in connection with  the
     construction work.

5.10 Nothing  contained herein shall create or be  deemed  to
     create any relationship between the Department and any such
     contractor, architect, supplier, subcontractor or any other
     person engaged by the Lessee or any of its contractors in the
     performance of any part of the construction work and the
     Department shall not be responsible to any of the foregoing
     for any payments due or alleged to be due thereto for any
     work performed or materials purchased on connection with the
     construction work.

5.11 When  the  construction work is substantially  completed
     and is ready for use by the Lessee, the Lessee shall advise
     the  Department to such effect and shall deliver to  the
     Department  a certificate of completion by a  registered
     architect or professional engineer licensed to practice in
     the State of New York certifying that such construction work
     has been constructed in accordance with the approved plans
     and specifications and the provisions of this Agreement and
     in  compliance with all applicable laws, ordinances  and
     governmental  rules, regulations and orders.  All  risks
     thereafter with respect to the construction and installation
     of the same and any liability therefor for negligence or
     other reason shall be borne by the Lessee.  The Lessee shall
     not use or permit the use of the construction work for the
     purposes set forth in this Agreement until such certificate
     is received by the Department. The date of delivery of the
     certificate to the Department shall constitute the Completion
     Date for the purposes of this Agreement.

                    Exhibits B-I And B-2



                     LESSEE'S SITE PLANS



     Annexed  hereto as separate documents are Lessee's  site
plans  SP-1, dated November 10, 1987 and revised February  3,
1988,  and SP-2 dated November 10, 1987 and revised  February
9,  1988,  both of which are initialed by the Department  and
Lessee.












































                          Exhibit C


          NON-DISTURBANCE AND ATTORNMENT AGREEMENT


    THIS AGREEMENT, dated as of the _____ day of ___________,
_____  by  and  among  THE STATE OF NEW YORK  acting  by  and
through it's Department of Transportation (hereinafter called
_____________"Department"),___________ a New York corporation
(hereinafter  called  ("Tenant") and __________  (hereinafter
called "Subtenant")


                         WITNESSETH:

   WHEREAS, Department and Tenant have entered into a certain
land lease agreement dated March _____,____ (the "Agreement")
covering  premises located in The Industrial Park at  Stewart
International  Airport,  Newburgh,  New  York   12550   ("the
Premises')  as  more particularly described  in  Exhibit  "A"
attached hereto and made a part hereof; and

    WHEREAS, Tenant and Subtenant have entered into a certain
sublease  agreement (the "Sublease") dated ______, ____ for a
portion  of  the lands and premises described in Exhibit  "A"
hereinbefore   referred   to,   said   portion   being   more
particularly described in Schedule 8 attached hereto and made
a part hereof; and

    WHEREAS, the parties hereto desire to assure Subtenant of
continued  occupancy of the Premises under the terms  of  the
Sublease,  in the event of default in or termination  of  the
Agreement.

    NOW, THEREFORE, in consideration of the sum of one dollar
($1.00)  by each party in hand paid to the other, the receipt
of  which is hereby acknowledged and in consideration of  the
mutual   promises   and  covenants  and   agreements   herein
contained, the parties hereto, intending to be legally  bound
hereby, promise, covenant and agree as follows:

    1.   In the event the Department takes possession of  the
Premises  as  a   result of summary eviction, foreclosure  or
otherwise,  Department  agrees  not  to  affect  or   disturb
Subtenant's  right  to possession of the Premises  under  the
Sublease  in  the exercise of Department's rights  under  the
Lease so long as Subtenant is not in default under any of the
terms, covenants, or conditions of the Sublease.

    2.   In the event that Department takes possession of the
Premises as  result of any action or proceeding as set  forth
above, or otherwise succeeds  to the interest of Tenant under
the  Sublease, Department and Subtenant, after ten (10)  days
written notice by Department of Subtenant, hereby agree to be
bound  to  one another under all of the terms, covenants  and
conditions of the Sublease; accordingly; from and after  such
event,  the  Department and Subtenant  shall  have  the  same
remedies  against one another for the breach of any agreement
contained in the Sublease as Tenant and Subtenant had  before
the Department succeeded to the interest of Tenant.



    3.  All notices given under any of the provisions of this
Agreement  shall be deemed to have been duly given if  mailed
by certified mail, return receipt requested, as follows:

   TO DEPARTMENT:


   TO TENANT:


   TO SUBTENANT:


    4.  This Agreement represents the entire agreement of the
parties  hereto.   Neither this Agreement  nor  any  term  or
provision  hereof  may  be changed,  waived,  discharged,  or
terminated  orally,  or  in  any  manner  other  than  by  an
instrument in writing signed by the party against  which  the
enforcement  of the change, waiver, discharge, or termination
is sought.

    5.   This Agreement shall inure to the benefit of any  be
binding  upon the heirs, personal representatives, successors
and assigns of the parties hereto.

    IN WITNESS WHEREOF, the parties hereto have executed this
Agreement by their duly authorized officers the day and  year
first above written.

ATTEST:                       THE STATE OF NEW YORK


                              By:

ATTEST:




ATTEST:                       TEMAMT


                              By:

















                         SCHEDULE A


    The  Lessee agrees to indemnify, save and hold  harmless,
the Department (its officers, agents, servants and employees)
of  and from any and all costs, liability, damage and expense
(including  costs  of suit and reasonable expenses  of  legal
services) claimed or recovered, justly or unjustly,  falsely,
fraudulently   or  frivolously,  by  any  person,   firm   or
corporation by reason of injury to, or death of,  any  person
or  persons,  including Department personnel and  damage  to,
destruction or loss of use of any and all property, including
Department  property, arising from, or  resulting  from,  any
operations,  works, acts or omissions of Lessee, its  agents,
servants,  employees, contractors, sublessees or tenants.  In
any case in which such indemnification would violate Sections
5-321.1  or 5-322.1 of the New York General Obligations  Law,
or  any  other  applicable legal prohibition,  the  foregoing
provisions concerning indemnification shall not be  construed
to  indemnify  the  Department, its  officers,  employees  or
agents for damage arising out of bodily injury to persons  or
damage to property caused by or resulting from the negligence
of the Department, its officer, employees or agents. Upon the
filing  with the Department by anyone of a claim for  damages
arising  out of incidents for which the Lessee herein  agrees
to indemnify and hold the Department harmless, the Department
shall  notify the Lessee of such claim and in the event  that
the Lessee does not settle or compromise such claim, then the
Lessee  shall undertake the legal defense of such claim  both
on  behalf of the Lessee and behalf of the Department. It  is
specifically agreed, however, that the Department at its  own
cost and expense, may participate in the legal defense of any
such  claim.  Any judgment, final beyond all  possibility  of
appeal,  rendered against the Department for  any  cause  for
which  the  Lessee  is liable hereunder shall  be  conclusive
against  the  Lessee  as to liability  and  amount  upon  the
expiration of the time for appeal.

    Lessee  shall, at its own cost and expense, take out  and
maintain such insurance for the term of this Agreement as the
Lessee  is required under the Workers' Compensation Act;  and
also  take  out  and maintain such public liability  as  will
protect the Lessee, the Department and its Park Manager  from
any claims for damage to persons, property, etc., arising out
of, occurring or caused by operations under this Agreement by
the  Lessee  or otherwise arising out of this Agreement.  The
policy  will  provide the amounts of insurance  specified  in
this   Schedule   A.  Upon  execution  of   this   Agreement,
certificates   of  insurance  in  form  acceptable   to   the
Department  should  be  submitted to  the   Department.  Each
certificate shall have endorsed thereon:

- -    A  clause  naming New York State and it's Department  of
     Transportation and the Park Manager (currently Lockheed Air
     Terminal  of New York) as additional insureds under  the
     policies.

- -    "No  cancellation or change in the policy  shall  become
     effective until after thirty (30) days notice by registered
     mail  to  the  Park Manager, 1035 First Street,  Stewart
     International Airport, Newburgh New York 12550.

    "Upon  failure of Lessee to furnish, deliver and maintain
such  insurance as above provided, the Department may  obtain
such  insurance and charge Lessee as additional  rental,  the
cost  of  the  insurance plus all appropriate  administrative
charges   and   incidental  expenses  associated   with   the
transaction.  Failure of Lessee to take out and/or  maintain,
or   the  taking  out  and/or  maintenance  or  any  required
insurance  shall not relieve Lessee from any liability  under
this  Agreement,  nor  shall  the insurance  requirements  be
construed   to  conflict  with  the  obligations  on   Lessee
concerning indemnification.

    All  required insurance must be in effect and so continue
during  the  life  of this Agreement in  not  less  than  the
following amounts:

A.     Workers'  Compensation  Unlimited  -  Statutory  -  in
  compliance  with the Compensation Law of the State  of  New
  York.

B.    General  Liability  Insurance with a  maximum  combined
  single  limit of $15,000,000 per occurrence. This insurance
  shall indicate on the Certificate of Insurance the following
  coverages:

  1.   Premises - Operations
  2.   Independent Contractor and Subcontractors
  3.   Products and Completed Operations
  4.   Broad Form Contractual

C.    Disability Benefits: The Contractor shall provide proof
  of compliance with the Disability Benefits Law.

    Location  of operation shall be "All locations in  Orange
County, New York".

    Nothing  herein contained shall prevent the  Lessee  from
taking out any other insurance for protection of its interest
which it deems advisable or necessary.




























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>19
<FILENAME>ex1013b.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.13(b)




                     LEASE AMENDMENT #1
                           BETWEEN
                     THE NEW YORK STATE
                DEPARTMENT OF TRANSPORTATION
                             AND
               NEW ENGLAND LAMINATES CO., INC.
                     LEASE AMENDMENT #1

This Amendment #1, dated February 17, 1995 ("Lease Amendment
#1),  to  Lease  Contract #17000 L10046R  (the  "Agreement")
entered into the 26th day of February, 1988 by and between:

      THE  STATE  OF  NEW  YORK ACTING BY  AND  THROUGH  ITS
DEPARTMENT  OF  TRANSPORTATION,  having  offices   at   1220
Washington  Avenue,  Albany,  New  York  12232,  hereinafter
referred  to as the "Department", and NEW ENGLAND  LAMINATES
CO.,  INC., a New York corporation, having its office  at  3
Elm   Street,   Walden,  New  York  12586-1805,  hereinafter
referred    to   as   the   "Lessee".   Lessee's    Employer
Identification Number is 06-0697511.

     WITNESSETH THAT:

WHEREAS,  the Department is the owner of the Premises  Known
as  Stewart International Airport Industrial Park located in
the  Town  of New Windsor, New York and presently comprising
approximately 8,000 acres, and wherever "Park"  is  used  in
this Lease it shall be construed to mean the Industrial Park
as it may be expanded from time to time; and

WHEREAS,  the  Department and The Edgewater Stewart  Company
("Original  Lessee") mutually entered into the Agreement  in
February 1988; and

WHEREAS,  pursuant  to  a  Consent Agreement  of  even  date
herewith,  attached  as  "Exhibit  B",  the  Department  has
approved  an  assignment by Original Lessee to  NEW  ENGLAND
LAMINATES  CO.,  INC., Lessee, of all  of  the  obligations,
right, title and interest in the Agreement; and

WHEREAS, the Department and Lessee in consideration of  this
assignment   and  other  mutually  beneficial  consideration
desire to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and of the
mutual  covenants  and  conditions  herein  contained,   the
Agreement is amended as follows:

1. ARTICLE 2, LEASED PREMISES
   Delete Sections 2.4, 2.6 and 2.6.1.

2. ARTICLE 3, USE OF LEASED PREMISES
    Replace  Section 3.1 in its entirety with the  following
language:

    3.1  The Lessee shall occupy and use the Leased Premises
for  the  purpose  of  manufacturing  and  distribution   of
electronic components. Nothing herein shall be construed  to
prevent  Lessee  from using these Leased  Premises  for  any
other lawful purposes consistent with the provisions of this
Agreement and the Park's current Performance and Development
Standards, with the prior approval of the Department,  which
approval shall not be unreasonably withheld.

3. ARTICLE 4, RENTAL

    a)  Replace  Section  4.1.2 in  its  entirety  with  the
following language:

    4.1.2      Commencing on the date of assignment  of  the
Agreement  pursuant  to  the Consent  Agreement  and  ending
September  30,  1998, Lessee shall pay  an  annual  rent  of
forty-five   thousand  three  hundred  fifty   dollars   and
seventy-nine   cents   ($45,350.79).   Notwithstanding   the
foregoing,  during  the first eight months  after  New  York
State  execution of this Lease Amendment #1, the  Department
will  abate  the  Rent amount each month by $3779.23,  which
amount  over an eight month period will equal $30,233.84  in
consideration of an upgrade by Assignee of the Facility.

   b) Replace Section 4.3 in its entirety with the following
language:

    4.3   Assignee shall submit to the Department plans  and
specifications for any construction, alterations or  changes
in   accordance  with  the  Department's  Tenant  Alteration
Application.

   c).Replace Section 4.4 in its entirety with the following
language:

    4.4  In accordance with the provisions of Chapter 55  of
the  New  York State Laws of 1992, Section 18 of  the  State
Finance Law, if any payments shall not be made within thirty
(30)   days  of  the  due  date  thereof  pursuant  to  this
Agreement, Lessee shall pay a late payment charge equivalent
to interest on the outstanding balance accruing from the due
date and calculated at the underpayment rate set by the  New
York  State  Commissioner of Taxation and  Finance,  or  ten
dollars ($10), whichever is greater. Should Department  need
to prosecute collection of rent or additional rent due under
this  Agreement  by reason of any such amount,  or  interest
thereon,  unpaid  in excess of 90 days  from  the  due  date
thereof,  Lessee  shall  pay  Department  collection   costs
(inclusive  of allocable personnel and/or contractor  costs)
for  collection  of  such arrears up to 22  percent  of  the
amount  owed  together with interest thereon, as  additional
rent.

    c)    Replace  Sections  4.5 in its  entirety  with  the
following language:

    4.5   In addition to any other damage provisions herein,
if  Lessee defaults under this Agreement and Lease Amendment
#l  prior  to March 1, 1997 with respect to the  payment  of
Rent, Lessee shall owe the Department the full amount of the
rent abatement ($30,233.84) set forth in Article
4.1.2 above.

4.  ARTICLE  5, ACCEPTANCE, CARE, MAINTENANCE,  IMPROVEMENTS
AND REPAIR

    a)Replace Section 5.1 in its entirety with the following
language:

    5.1   Lessee warrants that it has inspected and  studied
the  Leased  Premises  and  takes  the  Leased  Premises  as
documented in the First Study.


    b)  Replace  Section  5.1.2 in  its  entirety  with  the
following language:

   5.1.2     Except as may otherwise be provided for herein,
the Department shall not be required to maintain nor to make
any  improvements, repairs or restoration  upon  or  to  the
Leased  Premises  or  to  any of the  Leased  Premises.  The
Department shall not have any obligation to repair, maintain
or restore any improvements upon the Leased Premises.

    c)    Delete  the following sections in their  entirety:
5.1.1, 5.1.2, 5.1.3 and 5.1.6.

    d)    Delete  the  following first sentence  in  Section
5.1.5:   "The   Department  will  facilitate   environmental
approvals  as  necessary or appropriate for the construction
and operation of the project described herein."

5. ARTICLE 6, ADDITIONAL OBLIGATIONS OF LESSEE

   a)   Add a new Section 6.12 as follows:

    6.12  The  Lessee will comply with all of the  following
Environmental Provisions:

    6.12.1          Definitions. - For the purposes of  this
section,  the  following  terms  shall  have  the  following
meanings:

Environmental Condition - Environmental Condition means  any
pollutants,  contaminants, petroleum, crude  oil,  hazardous
wastes,  radioactive materials or any other substances,  the
use  and/or the removal of which is required or the  use  of
which   is  restricted,  prohibited  or  unlawful   by   any
"Environmental Law".

Environmental  Law  - Environmental Law means  any  Federal,
State  or local statute, ordinance, regulation or other  law
of   a  governmental  authority  relating  to  pollution  or
protection  of  the  environment or the  regulation  of  the
storage  facilities  or  handling of contaminants  or  other
materials which may be harmful to the environment.

Hazardous  Material  -  Hazardous Material  means  hazardous
materials defined by 40 CFR Part 300.5.

Person - Person means person defined by 40 CFR 300-5.

Responsible  Party  -  Responsible Party  means  responsible
party defined by 6 NYCRR 375.

6.12.2  The Lessee accepts possession of the Leased Premises
"as is" in its present condition. Such condition having been
inspected,  documented and certified by  the  Lessee  in  an
environmental   baseline  study  attached   as   Exhibit   D
(hereinafter "First Study"), prior to assuming occupancy  of
the  Leased  Premises. The scope of services for  the  First
Study has been agreed to by both the Lessee and Department.

6.12.3   Upon the expiration or earlier termination  of  the
Lease,  Department  will  conduct an environmental  baseline
study  (the  "Second Study") at its sole expense.  The  same
scope of services as used in the First Study shall serve for
the purposes of the initial scope of services for the Second
Study.

6.12.4  If the findings of the Second Study do not match the
findings  of the First Study conducted and these differences
are  attributable to activity or operations of Lessee,  then
the  Lessee  shall  be  liable  for,  and  be  required   to
undertake,  at  its  sole  cost and  expense,  all  remedial
actions  necessary to assure that the results of the  Second
Study  meet  and come up to the standards of the results  of
the First Study. Lessee shall return the Leased Premises  to
Department  in the same Environmental Condition, or  better,
as  when  Department  provided  it  to  the  Lessee,  unless
differences in the Environmental
Condition are not attributable to activity or operations  of
Lessee. In the event that hazardous material is found on  or
under  the  Leased Premises and it is determined  that  such
hazardous  material existed prior to Lessee's assumption  of
the  Agreement,  the  Department accepts responsibility  for
such  hazardous material to the extent that it is determined
to  be  the  responsibility of the Department  and  not  the
responsibility of other third parties, as determined by law.

6.12.5   Both the First Study and Second Study shall,  at  a
minimum,  address  the  presence, or lack  thereof,  of  any
adverse  Environmental Conditions on  or  under  the  Leased
Premises including the presence of any Hazardous Material.

6.12.6  In the event the Lessee creates or discovers at  any
time  whatsoever,  any adverse Environmental  Condition,  or
Hazardous  Material,  on the Leased  Premises  or  uses  any
hazardous  material, it will promptly notify the  Department
in  writing and comply with all directives of the Department
not  otherwise  inconsistent with other provisions  of  this
Agreement.

6.12.7   The  Lessee shall be considered the "generator"  of
all adverse Environmental Conditions or Hazardous Waste upon
the  Leased Premises (as well as any premises to  which  the
contamination has migrated) determined to be present at  the
completion of the Second Study that were not identified upon
completion  of  the  First Study that  are  attributable  to
activity   or   operations  of  Lessee.  Lessee   shall   be
responsible  for  removing  all such  contamination  on  the
Leased  Premises  and  on  any  premises  to  which  it  has
migrated. Throughout the term of this Agreement, the  Lessee
shall  perform  the  duties  and  responsibilities  of   the
"generator"  in  compliance with  all  applicable  laws  and
regulations,  including  (without  limitation)  identifying,
packaging, manifesting, reporting, recordkeeping,  handling,
transporting   and   disposing   of   all   hazardous    and
non-hazardous  liquid  or  solid  wastes  generated  by  the
Lessee,  its tenant(s), successors) , assignee(s) , guest(s)
or  patron(s)  ,  within the Leased Premises.  Lessee  shall
provide  Department  with  copies of  all  documentation  in
support of actions taken in compliance with this Section.

6.12.8   As  generator" of any environmental  contamination,
accidental   or   otherwise,  the  Lessee  shall   undertake
immediate  containment  efforts to minimize  damage  to  the
environment. In addition, the Lessee will immediately notify
the Department of such spill or contamination and remove all
contamination from both the Leased Premises as well  as  any
property  the  contamination may migrate  to.  Lessee  shall
provide  a  written report to the Department explaining  the
cause,  location,  time  and  extent  of  such  spill(s)  or
contamination.

6.12.9   In  addition to compliance with Article 14,  Lessee
shall  conduct its operations and operate, use and  maintain
the Leased Premises in such manner that there will be at all
times   a  practicable  minimum  of  air  pollution,   water
pollution,  or any other type of pollution arising  out  of,
relating  to,  or  resulting  from  the  operation,  use  or
maintenance of the Leased Premises.

6.12.10  Lessee shall not perform any repair or  alterations
to  the  Leased  Premises that might  disturb  any  existing
environmental  condition  prior  to  obtaining  the  written
approval  of  the Department, which approval  shall  not  be
unreasonably withheld.

6.12.11  Lessee shall provide the Department with a copy  of
any  and  all  reports on Environmental  Conditions  on  the
Leased  Premises,  including the results of  any  laboratory
analysis that may be performed.

6.12.12  The  Lessee  shall  be responsible  to  obtain  all
certificates,     permits,    licenses,    approvals,     or
authorizations  required by any Environmental  Law  for  the
construction,  installation, or operation of all  facilities
on  the  Leased  Premises. A copy of all such  certificates,
approvals or authorizations shall be provided to Department.

6.12.13  Lessee  shall  become  a  "co-permittee"  upon  the
Department's  request for any environmental permit  required
by Lessee's use of the Leased Premises.

6.12.14  Lessee  acknowledges it is  in  possession  of  the
Stewart Industrial Park Final Environmental Impact Statement
and, in addition to any other obligations herein, agrees  to
conduct its activities in a manner consistent therein.

b)  Add a new Section 6.13 as follows:

       Lessee   shall,  at  Department's  request,   provide
Department or any of its duly authorized representatives, at
any  reasonable time and at its own expense, access  to  and
the  right  to  examine  any books,  documents,  papers  and
records of Lessee pertinent to this Agreement.

c)  Add a new section 6.14 as follows:

      Lessee  shall  obtain the Department's  prior  written
approval  before modifying or installing any floor  or  shop
drain  systems,  which approval shall  not  be  unreasonably
withheld.

IN  WITNESS  WHEREOF, the parties hereto  have  signed  this
Lease  Amendment  #1, as of the day and year  first  written
above.








THE NEW YORK STATE DEPARTMENT OF TRANSPORTATION

Attest:                          By
                                   Authorized Official


NYSDOT Certification - L10046R
In addition to the acceptance of
this contract, I also certify that
original copies of this signature
will be attached to all other exact
copies of this contract.

Original signed by Rex Grathwol

NEW ENGLAND LAMINATES CO., INC.

Attest:/s/Stephen E. Gilhuley         By
                                   Authorized Official
                                      Allen Levine
                                      Vice President

                                 Corporate Seal


NEW   YORK  STATE  COMPTROLLER'S           NEW  YORK   STATE
ATTORNEY GENERAL'S
APPROVAL                         APPROVAL

                                 APPROVED AS TO FORM
                                  NEW  YORK  STATE  ATTORNEY
GENERAL

Date:  April 21, 1995                 April 1995
                                 Peter Favretto
                                 Associate Attorney























   d)  Add a new section 6.15 as follows:

    For  purposes of Section 6.12, "Lessee" shall  mean  New
England Laminates Co., Inc.

6. ARTICLE 11, ASSIGNMENT AND SUBLEASE

   a)  Delete Section 11.9.

7. ARTICLE 18, SURRENDER AND RIGHT OF RE-ENTRY

   a)  Add a new section 18.2 as follows:

   18.2 In addition to the obligations of 18.1, Lessee shall
restore the floor to its original condition as it was as  of
December 1, 1994 and prior to the placement of its machinery
and  restore any other changes made on or after December  1,
1994  and prior to the expiration of the Agreement,  at  the
Department's option.

9. ARTICLE 22, NOTICES

Substitute a new address for Lessee in Section 22.2 in  lieu
of the address for Lessee as follows:

New England Laminates Co., Inc.
3 Elm Street
Walden, New York 14402
Attention: General Manager

Park Electrochemical Corp.
5 Dakota Drive
Lake Success, New York 11042
Attention: General Counsel

10.     ARTICLE 27, ENTIRE AGREEMENT

   a)   Delete Section 27.1 and substitute the following:

    27.1   This  Agreement consists  of  Articles  1  to  27
inclusive,  and  Article AA, Appendix A and Exhibits  A,  B,
B-1, B-2, C and D and Schedule A.

                  CERTIFICATE OF AUTHORITY


    I,  Alan R. Lesh, certify that I am the Secretary of New
England  Laminates Co., Inc. ("NELCO"), a  corporation  duly
organized  and in good standing under the New York  Business
Corporation Law named in the foregoing agreement; that Allen
Levine who signed said agreement on behalf Of  NELCO was, at
the  time of execution, a Vice President of NELCO, that said
agreement was duly signed for and in behalf of said NELCO by
authority   of  its  Board  of  Directors,  thereunto   duly
authorized,  and that such authority is in  full  force  and
effect at the date hereof.


                                   (CORPORATE SEAL)



                                   /s/ Alan R. Lesh





STATE OF New York      )
                       )ss.:
Nassau COUNTY          )



    On  this  16thday of February, 1995 before me personally
came  Alan  R. Lesh to me known, and known to me to  be  the
Secretary   of   New  England  Laminates,  the   corporation
described  in and which executed the above certificate,  who
being by me duly sworn did depose and say that he, the  said
Alan R. Lesh resides at 2578 East 2nd Street, Brooklyn,  New
York 11223 that he is the Secretary of said corporation  and
knows  the corporate seal of the said corporation; that  the
seal affixed to the above certificate in such corporate seal
and  that  it  was  so  affixed by order  of  the  Board  of
Directors  of  said corporation, and that he signed  his/her
name thereto by like order.


________________________
                                      Notary  Public  Nassau
County














[exhibits-02-10.13b]bd

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>20
<FILENAME>ex1013a.txt
<DESCRIPTION>EXHIBIT
<TEXT>
Exhibit 10.13(a)



             ASSIGNMENT AND ASSUMPTION OF LEASE


    FOR VALUE RECEIVED, THE EDGEWATER STEWART COMPANY, a New
York  General  Partnership, having an  office  at  Nettleton
Commons,  323 East Willow Street, Syracuse, New  York  13203
(the  "Assignor")  hereby assigns to NEW  ENGLAND  LAMINATES
CO., INC., a New York corporation, with general offices at 3
Elm  Street,  Walden, New York 12586-1805 (the  "Assignee,,)
all  of  Assignor's  right, title and  interest  as  Lessee,
including  all  of Assignor's interest in the  building  and
improvements,  under a Lease Agreement (the "Lease"),  dated
February 26, 1988, between THE STATE OF NEW YORK, ACTING  BY
AND THROUGH ITS DEPARTMENT OF TRANSPORTATION and Assignor, a
memorandum  of  which  was recorded  in  the  Orange  County
Clerk's  Office on December 19, 1988 in Liber 3056 of  Deeds
at page 166.

    Assignee hereby accepts this assignment and assumes  all
of Assignor's obligations under the Lease.

    IN  WITNESS WHEREOF, Assignor and Assignee have executed
this instrument as of February 6, 1995.

                    THE EDGEWATER STEWART COMPANY


                    By:/s/Donald F. Moore
                          General Partner

                    NEW ENGLAND LAMINATES CO., INC.


                    By:/s/John Jongebloed
                          Vice President


RECORD AND RETURN TO:

David Gubits, Esq.
Jacobowitz and Gubits
168 Orange Avenue
Post Office Box 367
Walden, New York 12586-0367












STATE OF NEW YORK          )
                           )SS.:
COUNTY OF ONONDAGA         )


     On the 16th day of February, 1995, before me personally
came  Donald F. Moore, to me known, who, being  by  me  duly
sworn,  did  depose and say that he is a general partner  in
the  firm of THE EDGEWATER STEWART COMPANY, that he had  the
authority  to  sign this instrument and  that  he  did  duly
acknowledge to me that he executed the same as the  act  and
deed  of  THE  EDGEWATER STEWART COMPANY, for the  uses  and
purposes mentioned therein.

                         Notary Public
                         GAIL D. GRYGIEL
                         Notary  Public, State of  New  York
                         Qualified in Onondaga County
                         No. 4914538
                         Commission Expires Dec. 21, 1995


STATE OF NEW YORK    )
                     ) SS.:
COUNTY OF ORANGE     )


     On the 17th day of February, 1995, before me personally
came  John  Jongebloed, to me known, who, being by  me  duly
sworn,  did  depose  and say that he resides  in  12  Walnut
Court,  New City, NY 10950 that he is the Vice President  of
NEW  ENGLAND LAMINATES  CO., INC., the corporation described
in  and  which executed the above instrument;  and  that  he
signed  his name thereby by order of the Board of  Directors
of said corporation.

Notary Public
DAVID B. GUBITS 1596925
Notary Public. State of New York
Qualified in Rockland County
Commission Expires November 30, 1995






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>21
<FILENAME>ex2101.txt
<DESCRIPTION>EXHIBIT
<TEXT>
                                                         10K.02-1




EXHIBIT 21.01


           SUBSIDIARIES OF PARK ELECTROCHEMICAL CORP.


      The  following  table  lists Park's  subsidiaries  and  the
jurisdiction in which each such subsidiary is organized.


               Name                 Jurisdiction of
                                     Incorporation
Dielectric Polymers, Inc.           Massachusetts
Dielektra GmbH                      Germany
FiberCote Industries, Inc.          Connecticut
Nelco GmbH                          West Germany
Nelco Products, Inc.                Delaware
Nelco Products Pte. Ltd.            Singapore
Nelco Products Snd. Bhd.            Malaysia
Nelco Products (Wuxi) Co., Ltd.     China
Nelco S.A.S.                        France
Nelco STS, Inc.                     Delaware
Nelco Technology, Inc.              Delaware
Neltec, Inc.                        Delaware
Neltec S.A.                         France
Neluk, Inc.                         Delaware
New England Laminates Co., Inc.     New York
New England Laminates (U.K.) Ltd.   England
Park Advanced Product Development   Delaware
Corp.
ParkNelco SNC                       France
Technocharge Limited                England



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>22
<FILENAME>ex2301.txt
<DESCRIPTION>EXHIBIT
<TEXT>
                                                         10K.02-1

                                                    Exhibit 23.01

INDEPENDENT AUDITORS' CONSENT


We  consent to the incorporation by reference in the Registration
Statements  Nos. 33-3777, 33-16650, 33-55383, 33-63956  and  333-
12463  on  Form  S-8 of our report, dated April  22,  2002,  with
respect to the consolidated financial statements and schedule  of
Park  Electrochemical Corp. included in the Annual Report on Form
10-K  of  Park  Electrochemical Corp. for the fiscal  year  ended
March 3, 2002.




ERNST & YOUNG LLP



New York, New York
May 30, 2002


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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