Lease Dated 6/17/94

EXHIBIT 10.2


LEASE
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This Lease made and entered into as of this 17th day of June, 1994, by and between Caterpillar Inc., a Delaware corporation, (hereinafter referred to as "Lessor"), and Roll & Hold Warehousing & Distribution Corp., an Illinois corporation (hereinafter referred to as "Lessee").


WITNESSETH:


1. PREMISES - Lessor, for and in consideration of the rent and covenants,
conditions and agreements hereinafter described to be kept and performed by
Lessee, does hereby rent, demise and lease to Lessee, and Lessee does
hereby rent and lease from Lessor, 15,000 square feet commencing June 27,
1994, and an additional 15,000 square feet commencing August 1, 1994, in a
building known as Unit 3 in the Caterpillar Davenport Plant in Scott
County, Iowa, being more particularly shown on Exhibit "A" attached hereto
and incorporated herein by reference (the "Minimum Space"). Lessee shall
also have the option of renting the additional space shown on Exhibit A
(the "Additional Space"). Such Additional Space may be rented in increments
of not less than 2,000 square feet, and shall not exceed in the aggregate
12,000 square feet. The Minimum Space and the Additional Space are
hereinafter referred to as the "Premises". Lessee shall have access rights
to the Premises as shown on Exhibit B and the non-exclusive use of the
parking lot designated on Exhibit B for parking of Lessee's employees'
personal vehicles only.


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2. TERM - The term of the Lease shall commence on the date shown first above
and shall continue until terminated by either party upon sixty (60) days'
written notice to the other party.


3. RENT - Rent on the Minimum Space shall be $6,375 for the period June 27,
1994 through July 31, 1994 and $11,250 for each monthly period thereafter
commencing on the 1st day of each month. Each installment of rent shall be
paid in advance on the 1st day of each month at the offices of the Lessor
shown in Section 20.


Rent for Additional Space shall be paid at the rate of $0.375 per square
foot per month in advance on the basis of the measurement made by
representatives of the Lessor and Lessee on the date that such Additional
Space is first utilized by Lessor. Payment for Additional Space shall be
made by Lessee within five days of Lessee's receipt of an invoice from
Lessor.


4. USE OF PREMISES - Premises are to be used by Lessee as a general warehouse
facility with 24-hour access. Any change in use will be only with the
consent of Lessor, which consent shall not be unreasonably withheld,
conditioned or delayed. Lessee shall not handle or store any toxic or
hazardous materials.


The Lessee shall have exclusive use of the 25 ton crane, identified as
#20HC1002, located in the area shown on Exhibit A. Lessee may modify the
controls on the crane at its own expense but shall


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return it to its present condition at the termination of the term hereof.


Inspection and routine maintenance as well as repair of any damage caused
by Lessee is the responsibility of Lessee. At the end of the term
hereof, Lessee shall return the crane to the condition in which it was in
at the beginning of the term, ordinary wear and tear excepted.


Lessee hereby agrees to defend, indemnify and hold harmless Lessor from and
against any and all claims and demands of any nature arising out of (i) its
failure to warn, instruct or train employees in the operation of the crane
or (ii) use of the crane in any manner whatsoever.


Lessee shall comply, at the cost and expense of Lessee, with any and all
ordinances, statutes or other laws relating to Lessee's use of the
Premises, and will observe and comply with requests of fire insurance
companies respecting the use of the Premises.


Lessee shall not perform any activity on the Premises which will violate
any environmental laws or regulations. Lessee shall defend, indemnify and
hold harmless Lessor from and against all claims and demands of any nature
which are a result of (i) Lessee's or Lessee's employees', agents' or
invitees' violation of such environmental laws or regulations; (ii) any
environmental contamination caused by Lessee, its employees, agents or
invitees; or (iii) Lessee's occupancy of the Premises.


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Lessor represents and warrants to the best of its knowledge that the
Premises are free from environmental contamination from hazardous wastes
and toxic substances, as such terms are defined in applicable federal,
state or local laws and regulations and are in compliance with all
applicable federal, state and local laws and regulations. Lessor shall
defend, indemnify and hold harmless Lessee from and against all claims and
demands of any nature which are a result of (i) the violation of such
environmental laws or regulations by Lessor or Lessor's employees, agents
or invitees, or (ii) environmental contamination in existence on or about
the Premises prior to Lessee's occupancy of the Premises.


Lessee's employees, agents and invitees shall remain within the Premises.


5. ALTERATIONS, IMPROVEMENTS AND SIGNS - During the term of the Lease, Lessee
at its sole expense may, with the prior consent of Lessor, make non-
structural alterations and improvements to the Premises for use by Lessee
as provided herein, including but not limited to, installation of signs,
equipment, fixtures, partitions and shelving. Lessor's consent shall not be
unreasonably withheld, conditioned or delayed.


With Lessor's prior consent, Lessee shall be entitled to post signs at the
entrance to the Caterpillar Plant and at other locations in the
Caterpillar Plant for purposes of directing traffic to the Premises.
Lessor's consent shall not be unreasonably withheld, conditioned or
delayed.


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Upon termination of this Lease, Lessee shall remove all items installed by
Lessee during the term of this Lease and restore the Premises to as good a
condition as existed at the commencement of the term, ordinary wear and
tear excepted. Improvements to the Premises made by Lessee ...