2- 3 The Lessor and Lessee hereby waive any right by way of subrogation that their insurers might otherwise have as against them or either of them arising out of transactions or occurrences which are the subject of payment of insurance proceeds by...

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                                                                  EXHIBIT 10.15
                   LEASE BETWEEN BERO, GARLAND, XXXXXXXX AND
                 XxXXXXX PARTNERSHIP AND TUFCO INDUSTRIES, INC.

         THIS LEASE, made as of this 1st day of April, 1996, by and between
Bero, Garland, Xxxxxxxx and XxXxxxx, a Wisconsin partnership, and Tufco
Industries, Inc., a Wisconsin corporation, of Green Bay, Wisconsin, hereinafter
called Lessee:
                                        WITNESSETH:

         1.      That the said Lessor does hereby lease to said Lessee and said
Lessee agrees to lease the property described in attached Exhibit A, together
with all improvements, furnishings, fixtures and equipment located on said
premises, hereinafter called the leased property.  Reference Exhibit B.

         2.      This Lease is for the term of 7 years, from April 1, 1996 to
April 1, 2003, for the annual rental of $110,060.00, payable monthly in the sum
of $9,255.00, commencing April 1, 1996, and on the first day of each month
thereafter.

         Lessee shall have the option to renew this Lease for an additional
term of three years upon the same terms and conditions as set forth herein
except for rental as herein specified. Rental for the renewal three year term
shall be negotiated by the parties. Lessee may exercise this option by giving
written notice to Lessor at least 90 days before expiration of the original
term set forth herein.

         3.      That the rent herein specified shall be net to the Lessor in
each month during the term of this Lease; that all costs, expenses and
obligations of every kind relating to the
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leased property (except herein set forth) which may arise or become due during
the term of this Lease shall be paid by the Lessee, and that the Lessor shall
be indemnified by the Lessee against any costs, expenses and obligations. All
costs, expenses and obligations assessed prior to but payable in whole or in
installments after the effective date of the lease term, and all taxes assessed
during the term, shall be adjusted and pro-rated, so that the Lessor shall pay
their pro-rated share for the period prior to and for the period subsequent to
the lease term and the Lessee shall pay its pro-rated share for the lease term.

         4.      That the Lessee shall pay all charges for utilities,
including, but not limited to gas, electricity, light, heat, power and
telephone used, rendered or supplied, upon or in connection with the leased
property, and shall indemnify the Lessor against any liabilities or payments on
such account. That the said Lessee shall pay all costs for janitorial services
performed upon the leased premises and shall indemnify the Lessor against any
liability or payments on such account.

         5.      That the Lessee shall keep the leased property adequately
insured throughout the term of this Lease, including general liability
insurance and fire and extended coverage insurance. If, at the option of the
Lessor, the Lessor should apply for such insurance and pay the premiums
therefor, the Lessee shall indemnify said Lessor for all insurance premiums
paid by said Lessor for all insurance coverage on the leased property. That
Lessee shall furnish copies of said policies to Lessor at the request of
Lessor.





                                      -2-
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         The Lessor and Lessee hereby waive any right by way of subrogation
that their insurers might otherwise have as against them or either of them
arising out of transactions or occurrences which are the subject of payment of
insurance proceeds by said insurers by reason of casualties insured pursuant to
this Lease, to the extent that such subrogation rights are permitted to be
waived by said policies, and said policies, to the extent permitted, shall
recognize this waiver of subrogation.

         6.      That the Lessor shall be responsible for, and shall pay for
all repairs and improvements to the leased property, both inside and outside,
except that the Lessee shall be responsible for and shall pay for repair of any
damages caused by the negligence of Lessee and its agents and employees.

         7.      That the said Lessee does promise and agree to pay said rent
at the time and in the manner aforesaid, during the continuance of said term,
and not to underlease or sublet said premises or any part thereof or assign
this Lease, without the written consent of the Lessor, to quit and deliver up
the same to the Lessor peaceably and quietly at the end of said term; and also
to keep the same in as good repair as the same are in at the commencement of
said term (reasonable use and wear thereof, and damage by fire or other
unavoidable accidents not happening through the neglect of the Lessee, only
excepted) and the Lessor may enter to view the premises at all reasonable
times. If the Lessee shall fail to pay the rent aforesaid at the time
expressed in this Lease, or shall underlease or sublet the said premises or
assign the Lease without the written consent of the Lessor, the Lessor may
enter on and expel the Lessee from said premises


                                      -3-
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forthwith; and it is stipulated that in case the premises should be sold during
the said term, then and in that case this Lease shall remain in full force and
effect pursuant to the terms herein. Lessor grants Lessee the right of first
refusal in the event of the sale of the building. Lessee shall have 30 days to
exercise such option.

         8.      The Lessor agrees that it will tender and turn over the
defense to the Lessee or to the Lessee's insurers, any claims, demands or suits
instituted against the Lessor or the Lessor and Lessee jointly arising out of
or on account of any damage or injuries, including wrongful death, to any
person or persons or to property in or about the leased premises or arising out
of activities conducted on the leased premises or in or about any building or
other improvement thereon, and the Lessee agrees to indemnify and hold the
Lessor harmless against and from any and all claims, demands, actions, suits,
damages, judgments, orders, liabilities or expenses, including reasonable
attorneys' fees and disbursements, arising out of or on account of any such
damage or injuries, including wrongful death.

         9.      That the leased property shall be used by the Lessee for
warehouse and manufacturing purposes and other purposes reasonably related to
those uses.

         10.     Lessee agrees to comply with all reasonable rules and
regulations Lessor may adopt from time to time for the protection and welfare
of the building and its tenants and occupants.

         11.     If the building is damaged and made partially or wholly
untenantable by fire or other casualty, and Lessor shall determine not to
restore it, Lessor may by notice to Lessee given


                                      -4-
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within 60 days after such damage, terminate this Lease. Such termination shall
become effective as of the date of such damage, if the premises are damaged,
otherwise as of a date 60 days following the service of such notice of lease
termination. Unless the Lease is terminated as hereinabove provided, if the
premises are made partially or wholly untenantable by fire or other casualty,
Lessor shall restore the same with available insurance funds and at Lessor's
expense with reasonable promptness. In the event of termination of this Lease,
pursuant to this paragraph, rent shall be pro-rated on a per diem basis and
paid to the date of the fire or other casualty, unless the premises shall be
tenantable and reasonably accessible in which case rent shall be payable to the
date of the Lease termination. If the premises are untenantable or are not
readily accessible and this Lease is not terminated, rent shall xxxxx on a per
diem basis from the date of the fire or other casualty until the premises are
ready for occupancy and reasonably accessible to Lessee. If part of the
premises are untenantable, rent shall be pro-rated on a per diem basis and
apportioned in accordance with the part of the premises usable by Lessee, until
the damaged part is ready for Lessee's occupancy. In all cases, due allowance
shall be made for reasonable delay caused by adjustment of insurance loss,
strikes, labor difficulties or any cause beyond Lessor's reasonable control.

         12.     If, by any action of the public authorities, or any similar
cause or reason not within the scope of the immediately preceding paragraph 11,
the demised premises or any part thereof shall have become untenantable for
Lessee's business as now


                                      -5-
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conducted, the parties shall have the same options, rights and obligations as
provided in the case of partial destruction by fire, in the immediately
preceding paragraph 11.

         13.     This Lease shall replace a Lease between the Lessor and Lessee
dated March l, 1995, and said March 1, 1995 Lease is terminated and null and
void as of the commencement date of this Lease.

         14.     That the covenants herein contained shall bind the parties
mutually and their respective heirs, personal representatives, successors and
assigns.

         IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals as of the day and year first herein written.
        
                         BERO, GARLAND, XXXXXXXX &
                         XxXXXXX, a Wisconsin Partnership
                         (Lessor)

                         --------------------------------
                         Xxxxxx X. Xxxx - Partner
                         

                         --------------------------------
                         Xxxxxxx X. Xxxxxxx - Partner
                         

                         --------------------------------
                         Xxxxxx X. XxXxxxx - Partner
                         
                         The Xxxx X. Xxxxxxxx and Xxxxx X.
                         Xxxxxxxx Revocable Trust Dated
                         April 4, 1994 - Partner, By:


                         --------------------------------    
                         Xxxx X. Xxxxxxxx as Co-Trustee


                         --------------------------------   
                         Xxxxx X. Xxxxxxxx as Co-Trustee


                                      -6-
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                         TUFCO INDUSTRIES, INC. (Lessee)


                         By:  /s/ XXXX XXXXXXX CFO
                            ----------------------


                         By:
                            ----------------------


                                      -7-
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                                   EXHIBIT A
                         Description of Leased Property

The 43,750 square foot building located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx of
Ashwaubenon, Xxxxx County, Wisconsin, and access thereto.


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                                   EXHIBIT B

Lessor agrees to make the following improvements prior to or within 60 days of
move-in. Should Lessor choose to change specifications or contractor, Lessee
reserves the right to review and approve such changes.



                                  Estimated
                                  ---------
Project                           Cost                      Contractor
-------                           ----                      ----------
                                                      
Move and install existing air
conditioning units           
(20 tons total capacity) from
Tufco Industries, Ridge Road 
building to the leased       
premises.                         $ 2,295.00                Xxxxxxxx Metal Inc.

Construct a 150 foot
demising wall.                    $11,243.00                Xxxxx Construction

Construct a 12 foot by
12 foot office area.              $ 4,469.00                Xxxxx Construction

Provide 480 Amps
(external electric).              $ 2,800.00                WPS (Wisconsin
                                                            Public Service)
Install electrical service
and wiring necessary to
supply power to the HVAC
system.                           $17,750.00                Team Services

Contingency                       $ 2,000.00

TOTAL:                            $40,557.00