ASSIGNMENT AND ASSUMPTION OF LEASE


THIS  ASSIGNMENT  AND  ASSUMPTION,  made as of the 3rd day of May,  2000, by and
between Aura Ceramics, Inc., a Delaware corporation (the "Assignor"),  and Alpha
Ceramics, Inc., a Minnesota corporation (the "Assignee").

                                   WITNESSETH:

WHEREAS,  Winnetka Properties,  L.L.C.  ("Landlord") and Aura Ceramics,  Inc., a
Minnesota  corporation  ("Aura"),  as tenant, made and entered into that certain
Amended  and  Restated  Lease  Agreement  dated  October  1, 1997 (the  "Lease")
relating to those certain  premises located at 5121 Winnetka Avenue North in New
Hope, Minnesota,  as more particularly  described in the Lease (the "Premises");
and

WHEREAS,  Assignor and Assignee  have entered into that certain  Asset  Purchase
Agreement dated as of February 29, 2000 (the "Purchase  Agreement")  pursuant to
which,  among other  things,  Assignor has agreed to transfer to Assignee all of
its rights, title and interest under and pursuant to the Lease, and Assignee has
agreed to assume  and agree to pay and  perform  all of  Assignor's  duties  and
obligations under the Lease.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Effective as of the date hereof, Assignor hereby sells, transfers and assigns
to Assignee all of Assignor's right, title and interest in and to the Lease, but
specifically  excluding  any ancillary  agreements  by and between  Landlord and
Assignor relating to the Premises or otherwise.

2.  Effective  as of the date  hereof,  Assignee  hereby  assumes  and agrees to
perform,  for the  benefit of  Assignor,  all of the  obligations  and duties of
Assignor  under and  pursuant  to the  Lease,  but  specifically  excluding  any
ancillary  agreements  by and between the Landlord and the Assignor  relating to
the Premises or otherwise.

3. Assignor  represents and warrants to Assignee that Assignor is not in default
under the Lease and that  Assignor  knows of no existing or uncured  defaults by
Landlord under the Lease.

4. This  instrument  may be  executed  in  counterparts,  each of which shall be
deemed an original  and all of which  together  shall be deemed one and the same
instrument.






IN WITNESS  WHEREOF,  the undersigned have caused this Assignment and Assumption
to be executed and delivered as of the day and year first above written.

ASSIGNOR:                                                     ASSIGNEE:

AURA CERAMICS, INC.                                  ALPHA CERAMICS, INC.


By:_______________________________          By:________________________________
     Its:____________________________                            James E. Sloane
                                                                 Its: President

By:_______________________________
     Its:____________________________