INDEMNIFICATION AGREEMENT This Agreement effective as of the 15th day of February, by and among Best Lock Corporation, a Delaware corporation ("BLC"), Best Aircraft, Inc., an Indiana corporation ("Aircraft"), and Walter E. Best. WHEREAS, Aircraft is...

                         INDEMNIFICATION AGREEMENT


          This Agreement effective as of the 15th day of February, by
     and among Best Lock Corporation, a Delaware corporation ("BLC"),
     Best Aircraft, Inc., an Indiana corporation ("Aircraft"), and
     Xxxxxx X. Best.  

          WHEREAS, Aircraft is indebted to National City Bank, Indiana
     on debt instruments (the "Notes") related to certain automobiles
     owned by Aircraft which Aircraft has leased to BLC;

          WHEREAS, BLC has guaranteed Aircraft's obligation to make
     payment on these Notes; 

          WHEREAS, BLC is purchasing certain automobiles from Aircraft
     as part of a series of transactions to which BLC, Xxxxxx X. Best,
     and others are parties;

          WHEREAS, in consideration for BLC's entering into certain
     settlement transactions with Aircraft and Xxxxxx X. Best,
     Aircraft and Xxxxxx X. Best desire to indemnify BLC against any
     damages or expenses which BLC may incur in the event that
     Aircraft defaults in discharging its obligations under the Notes;
     and

          WHEREAS, the parties wish to record their agreement in
     writing.

          NOW, THEREFORE, in consideration for the parties' promises
     reflected herein and entrance into the settlement transactions,
     the parties record their agreement as follows.

          Section One.  Indemnification.  Aircraft and Xxxxxx X. Best
     will indemnify BLC against any and all damages, costs, and
     expenses, including reasonable attorneys' fees, which BLC may
     incur by reason of being a guarantor of any indebtedness of
     Aircraft to National City Bank, Indiana which may arise upon the
     occurrence of any default by Aircraft upon any of its obligations
     under the Notes.

          Section Two.  Governing Law.  This Agreement will be
     governed by the laws of the State of Indiana.  

          Section Three.  Amendment.  This Agreement may be amended
     only in a written instrument executed by all parties hereto.

          Dated this 15th day of February, 1995.


                                   BEST LOCK CORPORATION



     Attest:                       By:  /s/ Xxxxxxx X. Best




                                        --------------------------
                                        Xxxxxxx X. Best, 
                                         Chief Executive Officer


                                   BEST AIRCRAFT, INC.



     Attest:                       By:  /s/ Xxxxxx X. Best
                                        ---------------------------
                                        Xxxxxx X. Best, President



                                   /s/ Xxxxxx X. Best
                                   --------------------------------
                                   Xxxxxx X. Best