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                                                   Exhibit (bb)

                                                   LEASE AGREEMENT


         THIS LEASE  AGREEMENT  dated as of March 1, 1995 is entered into by THE
INDUSTRIAL  DEVELOPMENT  BOARD  OF THE  CITY OF  HALEYVILLE,  ALABAMA,  a public
corporation organized under the laws of the State of Alabama (the "Issuer"), and
Wheel House Properties, Inc., an Alabama corporation (the "Corporation").


                                                      Recitals

         The Issuer has duly  authorized  the  issuance of its revenue bond (the
"Bond") under and pursuant to a Mortgage and Indenture dated as of March 1, 1995
(the  "Indenture")  between the Issuer and SouthTrust  Bank of Marion County,  a
banking  corporation with its principal office in the City of Hamilton,  Alabama
(the "Bondholder").

         The Bond to be issued under the  Indenture  shall be issued as a single
bond in the principal  amount of $1,100,000  and shall be designated  Industrial
Development  Revenue Bond (Wheel House  Properties,  Inc. Project) (the "Bond").
The  proceeds  of the Bond  shall be  applied  by the Issuer to pay the costs of
acquiring  certain real  property and  acquiring,  constructing  and  installing
improvements,  structures,  facilities,  fixtures and related personal  property
thereon for the manufacturing, processing and assembling of manufactured housing
and related products (such real property, improvements,  structures, facilities,
fixtures,  and related personal  property being  hereinafter  referred to as the
"Project").

         Pursuant  to this  Lease  Agreement  the Issuer has agreed to lease the
Project to the  Corporation and the Corporation has agreed to pay rentals to the
Issuer at times and in amounts  sufficient  to pay when due the principal of and
interest on the Bond.

         The Bond shall be a limited obligation of the Issuer payable solely out
of the rentals payable by the  Corporation  pursuant to this Lease Agreement and
any other revenues,  rentals or receipts  derived by the Issuer from the leasing
or sale of the Project.  Pursuant to the Indenture,  as security for the payment
of the Bond,  the Issuer  shall assign and pledge to the  Bondholder  all right,
title and  interest  of the Issuer in and to this Lease  Agreement  (except  for
certain rights to  indemnification  and reimbursement of expenses granted to the
Issuer) and shall mortgage the Project to the Bondholder. As additional security
for the payment of the Bond the  Corporation  has  guaranteed the payment of the
Bond  pursuant  to a Bond  Guaranty  Agreement  dated as of March 1,  1995  (the
"Guaranty") to the Bondholder.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants  hereinafter  contained,  the parties hereto covenant,  agree and bind
themselves as follows:

                                                      ARTICLE 1ARTICLE 1

                                          Definitions and Other Provisions
                                               of General Application

         SECTION 1.01......Definitions


         For all purposes of this Lease Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

         (1) The terms  defined in this Article  have the  meanings  assigned to
them in this Article and include the plural as well as the singular.

         (2) All accounting terms not otherwise defined herein have the meanings
assigned to them,  and all  computations  herein  provided for shall be made, in
accordance with generally accepted accounting principles.  All references herein
to "generally accepted  accounting  principles" refer to such principles as they
exist at the date of application thereof.

         (3)  All  references  in  this  instrument  to  designated  "Articles",
"Sections" and other subdivisions are to the designated  Articles,  Sections and
subdivisions of this instrument as originally executed.

         (4) The terms  "herein",  "hereof" and  "hereunder"  and other words of
similar  import  refer  to  this  Lease  Agreement  as a  whole  and  not to any
particular Article, Section or other subdivision.

         (5) The  term  "person"  shall  include  any  individual,  corporation,
partnership, joint venture, association,  trust, unincorporated organization and
any government or any agency or political subdivision thereof.

         Authorized  Corporation  Representative shall have the meaning assigned
thereto in the Indenture.

         Authorized  Issuer  Representative  shall  have  the  meaning  assigned
thereto in the Indenture.

         Basic Rent shall mean that  portion of the rent payable  under  Section
5.02(a) hereof.

         Bond  shall  mean the  Bond  executed  and  delivered  pursuant  to the
Indenture.

         Bondholder  shall  mean the  person  named as the  "Bondholder"  in the
recitals to this  instrument and its  successors and assigns,  as the registered
owner of the Bond.

         Bond  Payment  Date shall mean a date on which any  installment  of the
principal of (and  premium,  if any) or interest on the Bond is due and payable,
whether at the stated  maturity  or due date or on a date fixed for  optional or
mandatory redemption or prepayment of the Bond.

         Bond Register shall mean the register or registers for the registration
and transfer of the Bond  maintained  by the Issuer  pursuant to Section 4.04 of
the Indenture.

         Business  Day shall mean a day,  other than a  Saturday  or Sunday,  on
which commercial banking institutions are open for business in the State.

         Construction  Fund shall mean the fund established  pursuant to Section
5.02 of the Indenture.

         Corporation  shall  mean  Wheel  House  Properties,  Inc.,  an  Alabama
corporation, and its successors and assigns.

         Counsel  shall mean a person  qualified to practice law in any State of
the United  States or in the  District of Columbia who shall be appointed by the
Corporation and acceptable to the Bondholder.

         Enabling Law shall mean  Division 1,  Article 4,  Chapter 54,  Title 11
(Section  11-54-80 et seq.) of the Code of Alabama 1975.

         Engineer shall mean a person qualified to practice as an engineer under
the laws of the State,  who shall be appointed by the Corporation and acceptable
to the Bondholder.

         Environmental Law shall mean and include all laws, rules,  regulations,
ordinances,  judgments, decrees, codes, orders, injunctions,  notices and demand
letters of any  Governmental  Authority  applicable  to the  Corporation  or the
Project Site  (including,  but not limited to, the  Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections
9601,  et seq.)  relating to  pollution  or  protection  of human  health or the
environment, including any relating to Hazardous Substances.

         Equipment shall have the meaning assigned in Demising Clause III.

         ERISA shall mean the Employee  Retirement  Income Security Act of 1974,
as amended.

         Event of Default  shall have the  meaning  assigned  in Article  10. An
Event of Default shall "exist" if an Event of Default shall have occurred and be
continuing.

         Federal Securities shall mean direct obligations of, or obligations the
payment of which is guaranteed by, the United States of America.

         Governmental   Authority  shall  mean  any  federal,   state,   county,
municipal, or other government,  domestic or foreign, and any agency, authority,
department, commission, bureau, board, court or other instrumentality thereof.

         Hazardous   Substances   shall  mean  and   include   all   pollutants,
contaminants, toxic or hazardous wastes and other substances (including, but not
limited  to,  asbestos,   urea  formaldehyde,   foam  insulation  and  materials
containing  either  petroleum  or any of the  substances  referenced  in Section
101(14) of CERCLA),  the removal of which is required or the  manufacture,  use,
maintenance  and  handling  of which is  regulated,  restricted,  prohibited  or
penalized by an Environmental Law, or, even though not so regulated, restricted,
prohibited  or  penalized,  might  pose a hazard to the health and safety of the
public or the  occupants of the property on which it is located or the occupants
of the property adjacent thereto.

         Guaranty  shall  have the  meaning  assigned  in the  recitals  to this
instrument.

         Improvements shall have the meaning assigned in Demising Clause II.

         Indenture  shall mean that certain  Mortgage and Indenture  dated as of
March 1, 1995 between the Issuer and the Bondholder, including any amendments or
supplements to such instrument.

         Independent,  when used with respect to any person, shall mean a person
who (1) is in fact independent,  (2) does not have any direct financial interest
or any material indirect financial interest in the Corporation, the Issuer or in
any other obligor upon the Bond or in any related party of the Corporation,  the
Issuer  or  such  other  obligor,  and  (3) is  not  connected  with  any of the
Corporation,  the Issuer or such other obligor as an officer, employee, partner,
promoter,  underwriter,  trustee, partner, director or person performing similar
functions.

         Issuer  shall  mean the  person  named  as the  "Issuer"  in the  first
paragraph of this  instrument  until a successor  corporation  shall have become
such pursuant to the  applicable  provisions of the  Indenture,  and  thereafter
"Issuer" shall mean such successor corporation.



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         Lease Agreement shall mean this instrument, including any amendments or
supplements hereto.


         Lease Payments  shall mean and include all payments of whatever  nature
or purpose to be made by the Corporation hereunder and all financial obligations
of the Corporation  undertaken hereby,  and shall include,  without limiting the
generality of the  foregoing,  all amounts to be paid pursuant to Sections 5.02,
5.04 and 6.06 hereof.

         Lease Term shall mean the duration of the leasehold  estate  granted in
Section 5.01 of this Lease Agreement.

         Municipality shall mean the City of Haleyville, Alabama.

         Net Proceeds  when used with respect to any  insurance or  condemnation
award,  means the gross proceeds from the insurance or  condemnation  award with
respect to which that term is used  remaining  after  payment of all  reasonable
expenses (including  reasonable attorneys' fees and any extraordinary fee of the
Bondholder) incurred in the collection of such gross proceeds.

         Paying Agent shall mean any person  authorized by the Issuer to pay the
principal  of (and  premium,  if any) or  interest  on the Bond on behalf of the
Issuer.

         Permitted  Encumbrances  shall mean: (1) this Lease Agreement (2) liens
for taxes, assessments and other governmental charges that are not delinquent or
are currently being  contested in good faith by appropriate  proceedings and for
which  adequate   reserves  have  been  established  by  the  Corporation,   (3)
mechanics', workmen's, repairmen's, materialmen's,  warehouseman's and carrier's
liens and other similar liens for charges which are not  delinquent or which are
being  contested in good faith by appropriate  proceedings and for which, in the
opinion  of the  Bondholder,  adequate  reserves  have been  established  by the
Corporation,  and (4) such minor defects,  irregularities and encumbrances as do
not, in the opinion of Bondholder, in the aggregate materially impair the use of
the  Project,  taken as a whole,  for the  purposes  for which it is held by the
Issuer.


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         Project shall mean the collectively the Project Site, the Improvements,
the Equipment,  and all other property and rights  referred to or intended so to
be in Demising Clauses I through III, inclusive, hereof.

         Project  Costs  shall  mean  all  costs  of  acquiring,   constructing,
equipping and improving the Project, including without limitation:

                   (1) the purchase price and related costs for the  acquisition
of real property or any interest therein,

                   (2) the cost of labor,  materials  and supplies  furnished or
used  in  the  acquiring,  construction,   installation  or  equipping,  of  the
Improvements,

                   (3) acquisition,  transportation  and installation  costs for
personal property and fixtures,

                   (4)  fees  for  architectural,  engineering  and  supervisory
services,

                   (5)  expenses  incurred  in the  enforcement  of  any  remedy
against any contractor, subcontractor, materialmen, vendor, supplier or surety,

                   (6) interest accruing on the Bond until the Project is placed
in service,

                   (7) expenses  incurred by the Issuer and the  Corporation  in
connection with the financing of the Project,  including  legal,  consulting and
accounting fees,

                  (8)  reimbursement to the Corporation for any of the foregoing
         costs, fees and expenses set forth in (1) through (7) above, paid by it
         with its own funds.

         Project Site shall mean the real estate described in Demising Clause I.

         Qualified Investments shall have the meaning assigned in the Indenture.



<PAGE>



         Special  Funds shall mean the  Construction  Fund and any other fund or
account established pursuant to the Indenture.


         State shall mean the State of Alabama.

         Unimproved  when used with reference to the Project Site means any part
or parts of the Project  Site upon the surface of which no part of a building or
other structure rests.


         SECTION 1.02......Date of Lease Agreement

         The date of this Lease  Agreement is intended as and for a date for the
convenient  identification  of  this  Lease  Agreement  and is not  intended  to
indicate that this Lease Agreement was executed and delivered on said date.

         SECTION 1.03......Separability Clause

         If any provision in this Lease Agreement  shall be invalid,  illegal or
unenforceable,  the  validity,  legality  and  enforceability  of the  remaining
provisions shall not in any way be affected or impaired thereby.


<PAGE>


         SECTION 1.04......Effect of Headings and Table of Contents

         The Article and  Section  headings  herein and in the Table of Contents
are for convenience only and shall not affect the construction hereof.

         SECTION 1.05......Successors and Assigns

         All covenants and  agreements in this Lease  Agreement by the Issuer or
the Corporation  shall bind their  respective  successors and assigns whether so
expressed or not.

         SECTION 1.06......Governing Law

         This Lease Agreement shall be construed in accordance with and governed
by the laws of the State.

         SECTION 1.07......Execution Counterparts

         This Lease Agreement may be executed in several  counterparts,  each of
which shall be an original  and all of which  shall  constitute  but one and the
same instrument.

        SECTION 1.08......Covenant of Quiet Enjoyment

         So long as the Corporation  performs and observes all the covenants and
agreements on its part herein  contained,  it shall  peaceably and quietly have,
hold and enjoy the  Project  during the Lease Term  subject to all the terms and
provisions hereof.

        SECTION 1.09....Issuer's Liabilities Limited

         This  Lease  Agreement  is  entered  into  under  and  pursuant  to the
provisions of the Enabling Law. No provision hereof shall be construed to impose
a charge  against the general  credit of the Issuer or any personal or pecuniary
liability  upon the Issuer  except to apply the  proceeds to be derived from the
sale of the Bond and the revenues and receipts to be derived from any leasing or
sale of the Project or any part thereof as provided herein and in the Indenture.

         SECTION 1.10......Prior Agreements Canceled

         This  Lease  Agreement   shall   completely  and  fully  supersede  the
Inducement Agreement dated October 12, 1994 and all other prior agreements, both
written  and oral,  between  the  Issuer  and the  Corporation  relating  to the
acquisition and construction of the Project,  the leasing of the Project and any
options  to  renew  or to  purchase;  excepting  however  (a) any  deed or other
instrument  by which the Project  Site,  or any part  thereof,  or any  interest
therein,has  been  transferred  and conveyed to the Issuer and (b) the Abatement
Agreement dated October 12, 1994 and any other agreement  between the Issuer and
the  Corporation  providing for applicable  State tax exemptions to apply to the
Corporation  and the  Project.  Neither  the  Issuer nor the  Corporation  shall
hereafter  have any rights under such prior  agreements but shall look solely to
this Lease Agreement for definition and determination of all of their respective
rights, liabilities and responsibilities relating to the Project.

         SECTION 1.11......Notices

         All notices,  certificates or other  communications  hereunder shall be
sufficiently  given  and  shall be  deemed  given  when  delivered  or mailed by
registered or certified mail, postage prepaid, addressed as follows:

        (1)  if to the Issuer, at City Hall, Haleyville, Alabama 35565;

        (2)  if to the Corporation, at P. O. Box 928, Haleyville, Alabama 35565;

        (3)  if to the Bondholder, at P. O. Box 1567, Hamilton, Alabama 35570.

A  duplicate  copy of each  notice,  certificate  or other  communication  given
hereunder  by either the Issuer or the  Corporation  to the other  shall also be
given to the Bondholder.  The Issuer, the Corporation and the Bondholder may, by
notice given  hereunder,  designate any further or different  addresses to which
subsequent notices, certificates or other communications shall be sent.

         SECTION 1.12......The Special Funds

         (a) The  Issuer  shall  cause any money  held as a part of the  Special
Funds to be invested or reinvested in Qualified  Investments  at the request of,
and as directed by, the Corporation.

         (b) If, after full payment of the Bond, there is any surplus  remaining
in the  Special  Funds,  the  Issuer  will  promptly  pay  such  surplus  to the
Corporation.

                                                      ARTICLE 2

                                           Representations and Warranties

         SECTION 2.01.Representations by the Issuer

         The Issuer makes the following representations:

         (1) The Issuer is duly  organized  under the provisions of the Enabling
Law and has the  legal  authority  and  power  to enter  into  the  transactions
contemplated by this Lease Agreement and to carry out its obligations hereunder.
The  Issuer is not in  default  under  any of the  provisions  contained  in its
certificate of incorporation, as the same may have at any time been amended, its
bylaws or the laws of the State. By proper  corporate action the Issuer has duly
authorized the execution and delivery of this Lease Agreement.

         (2) The  Issuer  has  determined  that the  issuance  of the Bond,  the
acquisition,  construction,  and equipping of the Project and the leasing of the
same to the  Corporation  will be in furtherance of the purposes of the Issuer's
incorporation and the Enabling Law.

         (3)      The Bond  will be  issued  and  delivered  contemporaneously
with  the  delivery  of this  Lease Agreement.

Representations by the Corporationntations by the Corporation

         The Corporation makes the following representations:

         (1) The  Corporation is duly  incorporated  under the laws of the State
and is duly  qualified  to do business in the State,  is not in violation of any
provisions of its certificate of incorporation,  its by-laws, or the laws of the
State,  has power to enter in to this Lease  Agreement,  and by proper corporate
action has duly authorized the execution and delivery of this Lease Agreement.

         (2) The  financing of the Project  through the issuance of the Bond and
the leasing of the Project to the  Corporation  has induced the  Corporation  to
locate the  Project in the State and  thereby  enlarge,  expand and  improve its
existing operations in the State.

         (3)  The   Corporations   intends  to  operate   the  Project  for  the
manufacturing, processing, storing, warehousing and distributing of manufactured
housing and related  products  and in such a manner  that it will  constitute  a
"project" within the meaning of the Enabling Law.

                                                      ARTICLE 3

                                                  Demising Clauses


         The  Issuer,  for and in  consideration  of the  rents,  covenants  and
agreements  hereinafter  reserved,  mentioned  and  contained on the part of the
Corporation to be paid, kept and performed, does hereby assign, demise and lease
to the Corporation, and the Corporation does hereby accept, lease, take and hire
from the Issuer, the following property:

                                                         I.

         The  following  described  real  property  located  in  Marion  County,
Alabama,  within the corporate limits of the Municipality  (the "Project Site"),
together  with  all  easements,  permits,  licenses,  rights-of-way,  contracts,
leases,  tenements,   hereditaments,   appurtenances,   rights,  privileges  and
immunities pertaining or applicable to said real property:

         A parcel  of land  lying  and being  situated  in the SW 1/4-SE  1/4 of
         Section 26, Township 9 south, Range 11 west, Marion County, Alabama and
         being more particularly  described as follows:  Commence at a 1" square
         steel tube marking the Northeast corner of SW 1/4-SE 1/4 and run thence
         S-00E 47' 50"-E  along the east  line of SW 1/4-SE  1/4 a  distance  of
         425.50  feet to a 1/2"  capped  iron pin in a county road and being the
         point of beginning; thence continue S-00E 47' 50"-E along the east line
         of SW 1/4-SE 1/4 a distance of 553.25 feet to a 1" square steel tube on
         the north right of way of  railroad;  run thence  N-75E 30' 27"-W along
         said right of way a distance  of 712.85 feet to a 1/2" capped iron pin;
         run thence  N-05E 47' 42"-E a distance  of 338.69 feet to a 1/2" capped
         iron pin in the center of a road,  being a point on a curve  concave to
         the left and  having a central  angle of 17E 37' 40" left,  a radius of
         1273.26 feet and a arc of 391.73 feet; run thence S-89E 12' 56"-E along
         said curve a distance  of 377.51 feet chord and a arc of 378.90 feet to
         a 1/2" capped iron pin marking the P.T. thereof,  and being the P.C. of
         a curve  concave to the left and  having a central  angle of 6E 10' 02"
         left,  a radius of 1961.03  feet and a arc of 211.08  feet;  run thence
         N-79E 10' 32"-E  along said curve a distance of 210.98 feet chord and a
         arc of 211.08 feet to a 1/2" capped iron pin marking the P.T.  thereof;
         run  thence  N-86E 57' 30"-E a  distance  of 63.67 feet to the point of
         beginning. Containing 6.59 acres, more or less.



<PAGE>



                                                         II.


         All buildings,  structures,  improvements and fixtures now or hereafter
constructed,  situated  or located on the Project  Site,  as the same may at any
time exist (the "Improvements").

                                                        III.

         The machinery,  equipment,  personal property and fixtures described on
Exhibit A attached hereto and all other machinery,  equipment, personal property
and fixtures  acquired  with the proceeds of the Bond or with funds  advanced or
paid by the  Corporation  pursuant to this Lease  Agreement,  together  with all
personal property and fixtures acquired in substitution therefor or as a renewal
or replacement thereof (the "Equipment").

SUBJECT, HOWEVER, to Permitted Encumbrances.


<PAGE>



                                                      ARTICLE 4


                                                     The Project

         SECTION  4.01......Acquisition of Project; Payment of Excess

         (a) The Issuer will  acquire,  construct and install the Project at the
direction of the  Corporation and from the principal  proceeds  derived from the
sale of the Bond the Issuer will pay all Project Costs.

         (b) The Issuer and the Corporation shall from time to time each appoint
by written instrument an agent or agents authorized to act for each respectively
in any or all matters relating to the acquisition,  construction,  and equipping
of the Project and payments to be made out of the Construction  Fund. One of the
agents appointed by the Corporation shall be designated its Project  Supervisor.
Either the Issuer or the  Corporation  may from time to time, by written  notice
also filed with the Bondholder,  revoke,  amend or otherwise limit the authority
of any agent  appointed by such party to act on such party's behalf or designate
another agent or agents to act on such party's behalf, provided that there shall
be at all times at least one agent  authorized  to act on behalf of the  Issuer,
and at least one agent (who shall be the Project  Supervisor)  authorized to act
on behalf of the Corporation,  with reference to all the foregoing  matters.  In
the  event  that the  Issuer is  unavailable  or  unable  to  issue,  or,  after
reasonable  request made to the Issuer by the  Corporation,  the Issuer fails or
refuses to issue, a payment  requisition from the Construction  Fund for payment
of any Project Costs, the Project Supervisor then designated by the Corporation,
who is hereby  irrevocably  appointed as agent for the Issuer for such purposes,
may issue and  execute,  also for and in the name and  behalf of the  Issuer and
without any approval of any officer,  employee or other agent thereof, a payment
requisition on the Construction Fund.

         (c)  The  Issuer  will  continue  such  acquisition,  construction  and
installation  with all reasonable  dispatch and due diligence and will cause the
Project  to be  completed  in  accordance  with the  final  approved  plans  and
specifications  therefor  as  promptly  as  practicable.  The  Corporation  will
promptly give written  instructions with respect to, and will request the Issuer
to enter into,  such contracts and purchase orders for material,  supplies,  and
equipment, and will take whatever other action may be provided for in this Lease
Agreement,  as shall be  necessary  to complete  the Project as  aforesaid.  The
Issuer will  assume or accept the  assignment  of such  contracts  and  purchase
orders  entered into by the  Corporation  prior to the execution and delivery of
this Lease  Agreement  for the  acquisition,  construction  and equipping of the
Project,  all as the  Corporation  may request.  The Issuer will not execute any
contracts or purchase  orders for the Project  without the prior written consent
of the Corporation.

         (d) The  Corporation may cause changes or amendments to be made in said
final plans and  specifications  for the  Project and in the list of  machinery,
equipment and personal property for the Project,  provided that (1) such changes
or  amendments  will not change the nature of the  Project to the extent that it
would not constitute a "project" as authorized by the Enabling Law, and (2) such
changes or amendments will not materially  affect the utility of the Project for
its intended  use. The Issuer will make only such changes or  amendments  in the
plans and  specifications  for the Project as may be requested in writing by the
Corporation.

         (e) Compliance with laws and regulations necessary to realize any sales
and  use  tax  exemption  with  respect  to the  acquisition,  construction  and
equipping of the Project shall be the sole responsibility of the Corporation and
the Issuer does not assume any responsibility or give any assurance with respect
to any possible exemption from sales and use taxes. In any event, there shall be
printed, stamped, endorsed or otherwise noted on each purchase order or contract
for any part of the Project a legend reading substantially as follows:

         "LIMITED  LIABILITY OF BOARD.  Any property  acquired by The Industrial
         Development  Board of the City of  Haleyville,  Alabama  (the  "Board")
         pursuant to this  contract  or purchase  order will become a part of an
         industrial  project  (the  "Project")  leased  or to be leased by Wheel
         House Properties,  Inc., an Alabama corporation.  The Board's liability
         for the payment of any moneys that may come due under this  contract or
         purchase order is limited  solely to (1) the available  proceeds of the
         Board's  revenue  bonds,  if and when issued for the  Project,  (2) any
         moneys  made  available  to the  Board  for such  payment,  and (3) any
         revenues,  rentals or receipts derived by the Board from the leasing or
         sale of the Project or any part thereof."

         (f) In the event proceeds of the Bond are  insufficient  to pay in full
all Project Costs, the Corporation shall complete the acquisition,  construction
and installation of the Project at its own expense and the Corporation shall pay
any such  deficiency  and shall  save the  Issuer  whole and  harmless  from any
obligation to pay such  deficiency.  The Corporation  shall not by reason of the
payment of such  deficiency  from its own funds be entitled to any diminution in
the payment of the rents hereunder,  nor shall the rent be increased as a result
of such payments.

         SECTION 4.02......No Warranty of Suitability by Issuer

         THE  CORPORATION  RECOGNIZES THAT SINCE THE PLANS,  SPECIFICATIONS  AND
DIRECTIONS FOR ACQUIRING,  CONSTRUCTING AND INSTALLING THE PROJECT ARE FURNISHED
BY IT, THE ISSUER MAKES NO WARRANTY,  EITHER EXPRESS OR IMPLIED,  NOR OFFERS ANY
ASSURANCES THAT THE PROJECT WILL BE SUITABLE FOR THE CORPORATIONS'S  PURPOSES OR
NEEDS OR THAT THE PROCEEDS  DERIVED FROM THE SALE OF THE BOND WILL BE SUFFICIENT
TO PAY IN FULL ALL PROJECT COSTS.

         SECTION 4.03......Issuer to Pursue Remedies Against  Vendors,
Contractors and  Subcontractors  and Their Sureties

         In the event of  default of any  vendor,  contractor  or  subcontractor
under any contract or purchase order made by it for acquisition, construction or
installation of the Project,  the Issuer will promptly  proceed  (subject to the
Corporation's advice to the contrary),  either separately or in conjunction with
others, to exhaust the remedies of the Issuer against the vendor,  contractor or
subcontractor  so in default and against his surety (if any) for the performance
of such contract or purchase  order.  The Issuer will advise the  Corporation of
the  steps it  intends  to take in  connection  with any  such  default  and the
Corporation  will pay all costs,  fees and expenses  incurred which are not paid
from the Construction  Fund. If the Corporation shall so notify the Issuer,  the
Corporation  may,  in its own name or in the name of the  Issuer,  prosecute  or
defend any action or  proceeding  or take any other  action  involving  any such
vendor,  contractor,   subcontractor  or  surety  which  the  Corporation  deems
reasonably necessary, and in such event the Issuer will cooperate fully with the
Corporation and will take all action necessary to effect the substitution of the
Corporation  for the  Issuer  in any such  action  or  proceeding.  Any  amounts
recovered by way of damages,  refunds,  adjustments  or otherwise in  connection
with the foregoing shall be paid into the Construction Fund.

         SECTION 4.04......Completion of the Project

         (a) The  completion of the Project shall be evidenced to the Bondholder
by a certificate signed by an Authorized Issuer Representative and an Authorized
Corporation Representative stating that (1) construction and installation of the
Improvements constituting a part of the Project has been completed in accordance
with the plans and specifications approved by the Corporation,  (2) all personal
property and fixtures  constituting a part of the Project have been acquired and
installed in  accordance  with the  Corporation's  instructions,  (3) all labor,
services,   materials  and  supplies  in  connection  with  such   construction,
acquisition  and  installation  have  been  paid  for,  and (4)  all  facilities
necessary in  connection  with the Project have been  constructed,  acquired and
installed and all costs and expenses incurred in connection  therewith have been
paid.  Notwithstanding  the foregoing,  such certificate  shall state that it is
given  without   prejudice  to  any  rights  against  any  vendor,   contractor,
subcontractor or other person not a party to this Lease Agreement which exist at
the date of such  certificate  or which may  subsequently  come into being.  The
Issuer and the  Corporation  will  cooperate  with each  other in  causing  such
certificate to be furnished to the Bondholder.

         (b) After the delivery of the aforesaid  certificate to the Bondholder,
any moneys then remaining in the Construction  Fund shall be applied as provided
in Section 5.04 of the Indenture.

         SECTION 4.05......Title Insurance


         (a) The  Corporation  shall pay the cost of obtaining a title insurance
policy in an amount  equal to the  principal  amount of the Bond,  insuring  the
first mortgage in the Project created by the Indenture. Such policy of insurance
shall be taken out in a  generally  recognized  responsible  insurance  company,
qualified under the laws of the State to assume the risks undertaken,  and shall
name the Bondholder as the insured.  Any proceeds of such title  insurance shall
be applied to the prepayment of the Bond on the earliest  Business Day for which
the required notice may be given, as provided in the Bond.


                                                      ARTICLE 5

                                               Duration of Lease Term
                                                and Rental Provisions


         SECTION 5.01......Duration of Term

         (a) The term of this  Lease  Agreement  shall  begin on the date of the
delivery of this Lease  Agreement  and,  subject to the provisions of this Lease
Agreement, shall continue until midnight of February 28, 2035.

         (b) Upon  payment in full of the Bond and all fees and  expenses of the
Bondholder and any Paying Agent,  the  Corporation  shall be entitled to the use
and occupancy of the Project from the date of such payment until the  expiration
of the Lease Term  without  the  payment  of any  further  rent under  Article 5
hereof,  provided,  all  references  in this Lease  Agreement  to the Bond,  the
Indenture and the Bondholder  shall be ineffective and the Bondholder  shall not
thereafter have any rights hereunder, saving and excepting those that shall have
theretofore  vested,  but otherwise such use and occupancy of the Project by the
Corporation shall be on all of the terms and conditions hereof,  except that the
Corporation  shall not be required to carry any insurance for the benefit of the
Bondholder.

         SECTION 5.02......Rental and Payment Provisions; Net Lease

         (a) Basic Rent. Not later than each Bond Payment Date, the  Corporation
shall pay to the  Bondholder in immediately  available  funds for the account of
the Issuer an amount equal to the principal of and interest on the Bond maturing
and coming due on such Bond Payment Date (herein called "Basic Rent").

                   (b) Additional Rent. The Corporation  shall pay as additional
rent  to the  Bondholder  the  reasonable  fees,  charges  and  expenses  of the
Bondholder  for necessary  services  rendered by it and expenses  incurred by it
under the Indenture, as and when the same become due.

         (c) Prepayment of the Bond.  The  Corporation  acknowledges  and agrees
that prepayment of the Bond is required in certain  events,  and the Corporation
hereby  covenants and agrees to make available to the Issuer for such prepayment
all funds required to be so provided in such events.

         (d) Net Lease. The Corporation recognizes, acknowledges and agrees that
it is the  intention  hereof that this Lease  Agreement  be a net lease and that
until the Bond is fully paid Basic  Rent shall be in such  amounts  and shall be
due at such times as shall be required to pay the  installments  of principal of
and  interest  on the Bond as the same mature and become due and payable and all
additional  rent shall be available for the purposes  specified  therefor.  This
Lease Agreement shall be construed to effectuate such intent.

         SECTION 5.03......Advances by Issuer or Bondholder

         In the event that the  Corporation  fails to perform or observe  any of
its covenants in this Lease Agreement, the Issuer or the Bondholder, after first
notifying  the  Corporation  of any such failure may (but shall not be obligated
to) make  advances to effect  performance  or  observance  of such  covenants on
behalf of the Corporation. All amounts so advanced therefor by the Issuer or the
Bondholder,  together with interest  thereon from the date of advancement at New
York  Prime  Rate (as  defined  in the Bond) per  annum or the  maximum  rate of
interest  allowed  by  law,  whichever  is  less,  shall  become  an  additional
obligation  payable by the  Corporation to the Issuer or to the Bondholder  upon
demand and secured hereby.

         SECTION 5.04......Indemnity of Issuer and Bondholder

         (a) The Corporation agrees to pay, and to indemnify and hold the Issuer
and the Bondholder harmless against, any and all liabilities,  losses,  damages,
claims or actions (including all reasonable  attorneys' fees and expenses of the
Issuer or the Bondholder, as the case may be), of any nature whatsoever incurred
by the Issuer or the Bondholder, as the case may be, without gross negligence on
its part,  arising from or in  connection  with the ownership of any interest in
the Project or the leasing thereof and granting of security  interests  therein,
or its  performance or observance of any covenant or condition on its part to be
observed or performed  under this Lease  Agreement or the  Indenture,  including
without limitation, (1) any injury to, or the death of, any person or any damage
to property at the Project,  or in any manner  growing out of or connected  with
the use, nonuse, condition or occupation of the Project or any part thereof, (2)
any damage,  injury,  loss or destruction  of the Project,  (3) any other act or
event  occurring upon, or affecting,  any part of the Project,  (4) violation by
the Corporation of any contract,  agreement or restriction affecting the Project
or the use thereof or of any law, ordinance or regulation  affecting the Project
or any  part  thereof  or the  ownership,  occupancy  or use  thereof,  and  (5)
liabilities,  losses,  damages,  claims or actions  arising out of the offer and
sale of the  Bond or a  subsequent  sale of the  Bond or any  interest  therein,
unless the same resulted from a representation or warranty of the Issuer in this
Lease  Agreement or any  certificate  delivered by the Issuer  pursuant  thereto
being  false or  misleading  in a material  respect and such  representation  or
warranty  was  not  based  upon a  similar  representation  or  warranty  of the
Corporation  furnished to the Issuer in connection  therewith.  The covenants of
indemnity  by the  Corporation  contained  in this  Section  shall  survive  the
termination of this Lease Agreement.

         (b) The  Corporation  hereby agrees that (1) the Issuer shall not incur
any  liability  to the  Corporation,  and (2) the  Issuer  shall be  indemnified
against  all  liabilities  with  respect  to any  action  taken by the Issuer in
exercising or refraining  from  asserting,  maintaining or exercising any right,
privilege or power of the Issuer under the  Indenture if the Issuer is acting in
good faith and without gross negligence or in reliance upon a written request by
the Corporation.

         (c) The Corporation further agrees to indemnify the Bondholder for, and
to hold it harmless  against,  any loss,  liability or expense  incurred without
negligence or bad faith on its part,  arising out of or in  connection  with the
exercise  or  performance  of any of its  powers,  rights,  or duties  under the
Indenture.

         SECTION 5.05......Obligations of Corporation  Unconditional.

         (a) The  obligations  of the  Corporation  to make all rental and other
payments  required  under  Section 5.02 hereof and the other  provisions of this
Lease Agreement and to perform and observe the other agreements and covenants on
its part herein contained shall be absolute and  unconditional,  irrespective of
any  rights  of  set-off,  recoupment  or  counterclaim  the  Corporation  might
otherwise have against the Issuer or the Bondholder.  The  Corporation  will not
suspend or  discontinue  any such  payment or fail to perform and observe any of
its other  agreements  and covenants  contained  herein or terminate  this Lease
Agreement for any cause whatsoever,  including,  without limiting the generality
of the  foregoing,  failure of the Issuer to complete the  Project;  any acts or
circumstances that may constitute an eviction or constructive eviction;  failure
of consideration or commercial  frustration of purpose; the invalidity of, or of
any provision contained in, this Lease Agreement,  the Indenture or the Bond; or
any damage to or destruction  of the Project or any part thereof,  or the taking
by eminent  domain of title to or the right to temporary  use of all or any part
of the  Project;  or any  change  in the tax or  other  laws  or  administrative
rulings,  actions or regulations of the United States of America or of the State
or any political or taxing subdivision of either thereof;  or any failure of the
Issuer to perform and observe any  agreement  or  covenant,  whether  express or
implied,  or any duty,  liability or obligation  arising out of or in connection
with this Lease Agreement.  Notwithstanding the foregoing,  the Corporation may,
at its own cost and  expense  and in its own name or in the name of the  Issuer,
prosecute or defend any action or proceeding, or take any other action involving
third  persons  which the  Corporation  deems  reasonably  necessary in order to
secure  or  protect  its  rights  of use  and  occupancy  and the  other  rights
hereunder. The provisions of the first and second sentences of this Section 5.05
shall apply only so long as the Bond remains outstanding.


                                                      ARTICLE 6

 Maintenance, Alterations, Replacements, Insurance; and Environmental Compliance

         SECTION 6.01......Maintenance and Repairs

         (a) The Corporation  will, at its own expense,  (1) keep the Project in
as reasonably  safe condition as operations  permit,  (2) from time to time make
all necessary and proper repairs, renewals and replacements thereto, and (3) pay
all  gas,   electric,   water,  sewer  and  other  charges  for  the  operation,
maintenance, use and upkeep of the Project.

         (b) The  Corporation  will not permit any  mechanics' or other liens to
stand  against the Project or the Project  Site for labor or material  furnished
it. The Corporation may,  however,  in good faith contest any such mechanics' or
other  liens and in such event may  permit any such liens to remain  unsatisfied
and  undischarged  during the period of such  contest  and any appeal  therefrom
unless by such  action  the lien of the  Indenture  on the  Project  or any part
thereof,  or the  Project  or any  part  thereof  shall  be  subject  to loss or
forfeiture,  in either of which events such  mechanics'  or other liens shall be
promptly satisfied.

         (c) The Corporation may, at its own expense,  make structural  changes,
additions,  improvements,  alterations or replacements to the Improvements  that
they may  deem  desirable,  provided  that the  Corporation  demonstrate  to the
satisfaction of the Bondholder that such additions, improvements, alterations or
replacements   will  not  adversely   affect  the  utility  of  the  Project  or
substantially  reduce its value and will not change the character of the Project
as a  "project"  under  the  Enabling  Law.  In lieu of making  such  additions,
improvements  or alterations  itself,  the Corporation may furnish to the Issuer
the funds necessary therefor, in which case the Issuer will proceed to make such
changes, additions, improvements, alterations or replacements. All such changes,
additions,  improvements,  alterations  and  replacements  whether  made  by the
Corporation  or the  Issuer  shall  become a part of the  Project  and  shall be
covered by this Lease Agreement and the Indenture.

         (d) The Corporation  may connect or "tie-in" walls of the  Improvements
and utility and other facilities located on the Project Site to other structures
and facilities  owned or leased by the Corporation on real property  adjacent to
the  Project  Site.  The  Corporation  may use as a party  wall  any wall of the
Improvements  which is on or  contiguous  to the boundary  line of real property
owned or leased by Corporation,  and in the event of such use, each party hereto
hereby grants to the other a ten-foot  easement  adjacent to any such party wall
for the purpose of inspection,  maintenance,  repair and replacement thereof and
the tying in of new  construction.  If the Corporation  utilizes any wall of the
Improvements as a party wall for the purpose of tying in new  construction  that
will be utilized under common control with the with the Project, the Corporation
may also  remove any  non-loadbearing  wall panel in the party  wall;  provided,
however,  if the adjacent  property  ceases to be operated  under common control
with the  Project,  the  Corporation  will at its  expense,  install wall panels
similar in quality to those that have been removed. Prior to the exercise of any
one or more of the rights granted by this subsection (d), the Corporation  shall
demonstrate  to the  satisfaction  of the  Bondholder  that the operation of the
Project will not be adversely affected thereby.

         (e) The Issuer will also, upon request of the  Corporation,  grant such
utility and other similar  easements  over,  across or under the Project Site as
shall be necessary or convenient for the furnishing of utility and other similar
services  to the  Project or to real  property  adjacent  to or near the Project
Site;  provided that such easements shall not adversely  affect the operation of
the facilities forming a part of the Project.

         SECTION 6.02......Removal of,  Substitution  and Replacement for
Equipment

         The Issuer and the Corporation recognize that portions of the Equipment
may  from  time  to  time  become  inadequate,  obsolete,  wornout,  unsuitable,
undesirable or unnecessary in the operation of the Project, but the Issuer shall
not be under any obligation to renew,  repair or replace any such Equipment.  If
the Corporation in its sole discretion determines that any item of Equipment has
become inadequate, obsolete, wornout, unsuitable,  undesirable or unnecessary in
the operation of the Project, the Corporation may remove such Equipment from the
Project Site and (on behalf of the Issuer) sell, trade in, exchange or otherwise
dispose of it without any  responsibility or accountability to the Issuer or the
Bondholder  therefor,  provided that the Corporation shall either substitute and
install in or on the Project  Site other  personal  property or fixtures  having
equal or greater utility (but not necessarily the same value or function) in the
operation of the Project,  which such substituted  personal property or fixtures
shall be: (a) free of all liens and  encumbrances,  (b) the sole property of the
Issuer,  and (c) a part of the Equipment subject to the demise hereof and to the
lien of the Indenture  held by the  Corporation on the same terms and conditions
as the items  originally  comprising  the  Equipment;  provided,  however,  such
removal and substitution  shall not impair the operating unity of the Project or
change the nature of the Project as a "project" under the Enabling Law.

         SECTION 6.03......Taxes, Other Governmental Charges and Utility Charges

         (a) The Corporation will pay, as the same respectively  become due, (1)
all taxes and  governmental  charges of any kind whatsoever that may at any time
be  lawfully  assessed or levied  against or with  respect to the Project or any
other  property  installed or brought by the  Corporation  on the Project  Site,
including  without  limitation  any  taxes  levied  on or  with  respect  to the
revenues,  income or profits of the Issuer  from the Project and any other taxes
levied upon or with  respect to the Project  which,  if not paid,  will become a
lien on the Project  prior to or on a parity with the lien of the Indenture or a
charge on the  revenues and  receipts  from the Project  prior to or on a parity
with the charge thereon and pledge or assignment thereof created and made in the
Indenture and including  any ad valorem  taxes  assessed upon the  Corporation's
interest in the Project,  and (2) all assessments  and charges  lawfully made by
any governmental  body for public  improvements that may be secured by a lien on
the  Project,  provided,  that with  respect  to  special  assessments  or other
governmental  charges that may lawfully be paid in installments over a period of
years, the Corporation  shall be obligated to pay only such  installments as are
required to be paid  during the Lease Term.  The  foregoing  provisions  of this
Section  shall be effective  only so long as any part of the principal of or the
interest on the Bond remains outstanding and unpaid.

         (b) The  Corporation  may, at its expense and in its name and behalf or
in the name and behalf of the  Issuer,  in good faith  contest  any such  taxes,
assessments and other charges and, in the event of any such contest,  may permit
the taxes, assessments or other charges so contested to remain unpaid during the
period of such  contest  and any appeal  therefrom,  provided  that  during such
period  enforcement of such contested  items shall be  effectively  stayed.  The
Issuer,  at the  expense  of the  Corporation,  will  cooperate  fully  with the
Corporation in any such contest.

         SECTION 6.04......Insurance Required

         (a) The Corporation will take out and  continuously  maintain in effect
the following  insurance with respect to the Project,  paying as the same become
due all premiums with respect thereto:

                  (1)  Insurance to the extent of the full  replacement  cost of
         the Project,  unless the insurer  certifies to the Bondholder  that the
         insured  amount will be sufficient to pay the Bond in full after giving
         effect to any co-insurance  provision,  against loss or damage by fire,
         tornado  and  windstorm,   with  uniform  standard   extended  coverage
         endorsement  limited  only as may be provided in the  standard  form of
         extended coverage endorsement at the time in use in the State.

                  (2) Insurance  against liability for bodily injury to or death
         of persons and for damage to or loss of property  occurring on or about
         the Project or in any way related to the  condition or operation of the
         Project, in the minimum amounts of $2,000,000 combined single limit for
         any one occurrence and $2,000,000 in the aggregate for any one year.

                  (3) Flood insurance under the national flood insurance program
         established  by the Flood  Disaster  Protection  Act of 1973, as at any
         time  amended,  at all times while the  Project is eligible  under such
         program,  in a amount at least equal to the unpaid  principal amount of
         the  Bond or to the  maximum  limit of  coverage  made  available  with
         respect to the Project under said Act, whichever is less.

                  (4) During the period of acquisition  and  construction of any
         part of the Project, builders' risk insurance in the amount of the full
         replacement  value of the Project against all losses which are normally
         covered by such builders' risk  insurance.  The Corporation may satisfy
         their  obligations  with  respect to the  builder's  risk  insurance by
         causing such insurance to be carried by a  construction  contractor for
         any part of the Project.

                  (5) Use and occupancy  insurance (or business  interruption or
         risk   insurance)   covering   suspension   or   interruption   of  the
         Corporation's  operations at the Project in whole or in part, with such
         exemptions as are customarily imposed by insurers, covering a period of
         suspension or  interruption of at least six months with a minimum limit
         in an amount  equal to 100% of the  maximum  amount to be paid as Basic
         Rent,  additional  rent and other  payments  under  Section 5.02 hereof
         during the then current or any subsequent year.

         (b) All policies evidencing the insurance required by the terms of this
Section shall be taken out and  maintained in generally  recognized  responsible
insurance  companies,  qualified  under  the  laws of the  State to  assume  the
respective risks undertaken.  All such insurance policies shall name as insureds
the Issuer,  the Bondholder and the Corporation (as their  respective  interests
shall  appear) and shall contain  standard  mortgage  clauses  providing for all
losses  thereunder in excess of $25,000 to be paid jointly to the Bondholder and
the Corporation; provided that all losses (including those in excess of $25,000)
may be adjusted by the Corporation,  subject,  in the case of any single loss in
excess of $25,000, to the approval of the Bondholder. The Corporation may insure
under a blanket policy or policies.

         (c) Each insurance  policy required to be carried by this Section shall
contain,  to the extent  obtainable,  an  agreement  by the insurer that (1) the
Corporation may not, without the consent of the Bondholder, cancel or materially
amend  such  insurance  or sell,  assign  or  dispose  of any  interest  in such
insurance, such policy or any proceeds thereof, (2) such insurer will notify the
Issuer and the  Bondholder if any premium shall not be paid when due or any such
policy  shall  not be  renewed  prior to the  expiration  thereof,  and (3) such
insurer  shall not  cancel any such  policy  except on thirty  (30) days'  prior
written notice to the Issuer and the Bondholder.

         (d) All policies  evidencing  the  insurance  required to be carried by
this Section shall be deposited with the Bondholder;  provided, however, that in
lieu thereof the  Corporation  may deposit with the  Bondholder a certificate or
certificates of the respective  insurers  attesting the fact that such insurance
is in  force  and  effect.  Prior to the  expiration  of any  such  policy,  the
Corporation will furnish to the Bondholder evidence  reasonably  satisfactory to
the  Bondholder  that such policy has been renewed or replaced by another policy
or that there is no necessity therefor under this Lease Agreement.

         (e)  Anything  in this  Section to the  contrary  notwithstanding,  the
Corporation  shall  have the  right to change  insurers  from time to time as it
deems necessary or desirable.

         SECTION 6.05......Installation By Corporation of Own Machinery and
Equipment


         The Corporation may, at its own expense, install in the Improvements or
on the Project Site any personal  property or fixtures  which in the judgment of
the Corporation will facilitate the operation of the Project.  Any such personal
property  or  fixtures   which  is  so  installed  and  does  not  constitute  a
substitution  or replacement  for the Equipment  pursuant to Section 6.02 hereof
shall be and remain the  property of the  Corporation  and may be removed by the
same at any time and from time to time while there is no default under the terms
of this Lease  Agreement;  provided,  however,  that any  damage to the  Project
occasioned by such removal shall be repaired by the party removing such property
at its own expense.

         SECTION 6.06......Environmental Compliance

         (a) The  Corporation  shall (1) not,  and shall  not  permit  any other
person to, bring any Hazardous  Substances onto the Project Site except any such
Hazardous  Substances that are used in the ordinary course of the business as to
be conducted on the Project Site and that are handled, stored, used and disposed
of in accordance with applicable  Environmental Laws; (2) if any other Hazardous
Substances  are brought or found on the  Project  Site,  immediately  remove and
properly dispose of the same in accordance with applicable  Environmental  Laws;
(3) cause the Project Site and the operations  conducted thereon  (including all
operations  conducted thereon by other persons) to comply with all Environmental
Laws;  (4) permit the  Bondholder  from time to time to inspect the Project Site
and  observe the  operations  thereon;  (5)  undertake  any and all  preventive,
investigatory and remedial action (including emergency response,  removal, clean
up,  containment  and  other  remedial  action)  that  is  (A)  required  by any
applicable  Environmental  Law or (B)  necessary  to  prevent  or  minimize  any
property damage (including  damage to any of the Project Site),  personal injury
or harm to the  environment,  or the  threat of any such  damage or  injury,  by
releases of or exposure to Hazardous  Substances in connection  with the Project
Site or the  operations  on the Project  Site;  (6) promptly  give notice to the
Bondholder in writing if the  Corporation  should become aware of (A) any spill,
release or disposal of any Hazardous Substances,  or imminent threat thereof, at
the Project Site, in connection  with the  operations on the Project Site, or at
any adjacent  property that could migrate to, through or under the Project Site,
(B) any violation of Environmental Laws regarding the Project Site or operations
on the Project Site, and (C) any investigation,  claim or threatened claim under
any Environmental  Law, or any notice of violation under any Environmental  Law,
involving  the  Corporation  or  the  Project  Site;  and  (7)  deliver  to  the
Bondholder,  at the Bondholder's request, copies of any and all documents in the
Corporation's  possession  or to which the  Corporation  has access  relating to
Hazardous  Substances  or  Environmental  Laws  and  the  Project  Site  and the
operations on the Project Site, including laboratory analyses,  site assessments
or studies,  environmental  audit  reports and other  environmental  studies and
reports.

         (b)  If the  Bondholder  at  any  time  reasonably  believes  that  the
Corporation  is not  complying  with all  applicable  Environmental  Laws or the
requirements  hereof  regarding the same, or that a material  spill,  release or
disposal of Hazardous  Substances has occurred on or under the Project Site, the
Bondholder  may  require  the  Corporation  to  furnish  to  the  Bondholder  an
environmental audit or site assessment reasonably satisfactory to the Bondholder
with  respect  to the  matters  of  concern  to the  Bondholder.  Such  audit or
assessment  shall be performed at the expense of the  Corporation by a qualified
consultant approved by the Bondholder.

         (c)  The  Corporation   hereby  warrants  that,  to  the  best  of  the
information,  knowledge and belief  thereof (1) there are no civil,  criminal or
administrative  environmental  proceedings  involving  the Project Site that are
pending or to the knowledge of the Corporation  threatened;  (2) the Corporation
knows of no facts or circumstances  that might give rise to such a proceeding in
the future;  (3) the Project Site is in compliance with all applicable  federal,
state and local statutory and regulatory environmental requirements; and (4) the
Project Site is free from any and all Hazardous Substances.

         (d) The  Corporation  shall  defend,  indemnify  and save  harmless the
Bondholder  from and against any and all  claims,  causes of action,  judgments,
damages,  fines,  penalties,  and other  losses,  costs and  expense,  including
reasonable  attorneys' fees and costs of investigation and litigation,  asserted
against or  suffered  by the  Bondholder  that are related to or arise out of or
result from the presence of Hazardous Substances now or hereafter on or under or
included in the Project Site or in violation of any  Environmental  Law, and any
clean up or removal of, or other remedial  action with respect to, any Hazardous
Substances now or hereafter located on or under or included in the Project Site,
or  any  part  thereof,  that  may  be  required  by  any  Environmental  Law or
Governmental  Authority.  The  provisions of this Section 6.06 shall survive the
termination of this Lease  Agreement with respect to claims and losses  asserted
against or suffered by the Bondholder.


                                                      ARTICLE 7

                                            Provisions Respecting Damage,
                                            Destruction and Condemnation

         SECTION 7.01......Damage and Destruction

         (a) If the Project or the  Project  Site is damaged to such extent that
the claim for loss resulting from such destruction or damage is not greater than
$25,000,  the  Corporation  will  continue  to pay  Basic  Rent  and  all  other
additional  rent and payments  required to be paid  hereunder  and will promptly
repair,  rebuild or restore the property damaged and will apply for such purpose
so much as may be necessary of Net Proceeds of insurance  resulting  from claims
for such losses, as well as any additional  moneys of the Corporation  necessary
therefor.  If the cost of such repairs,  rebuilding and restoration is less than
the amount of Net Proceeds of the insurance  referable thereto,  the Corporation
may retain the amount by which such insurance proceeds exceed said total cost.

         (b) If the Project or the Project  Site is  destroyed  or is damaged to
such extent that the claim for loss resulting from such destruction or damage is
in excess of $25,000,  the  Corporation  will continue to pay Basic Rent and all
other  additional  rent and  payments  required  to be paid  hereunder  and will
promptly give written  notice of such damage and  destruction  to the Bondholder
and the Issuer.  All Net  Proceeds of insurance  resulting  from claims for such
losses shall be paid to the Bondholder,  whereupon (1) the  Corporation,  or the
Issuer at the  direction of the  Corporation,  will proceed  promptly to repair,
rebuild or restore the property damaged or destroyed to  substantially  the same
condition  in which it  existed  prior  to the  event  causing  such  damage  or
destruction,  with such changes,  alterations and  modifications  (including the
substitution  and  addition  of  other  property)  as  may  be  desired  by  the
Corporation  and as will not impair the  operating  unity of the  Project or its
character as a "project" under the Enabling Law, and (2) the Bondholder will pay
the costs of such  repair,  rebuilding  or  restoration,  either  on  completion
thereof, or as the work progresses,  upon appropriate verification of costs. The
balance, if any, of Net Proceeds of insurance remaining after the payment of all
of the costs of such repair,  rebuilding or restoration  shall be applied to the
redemption  of the Bond in whole or in part  (depending  on the  amount  of such
excess) in the same manner and order  specified in Section 8.07 of the Indenture
for moneys  collected or held by the Bondholder,  or, if the Bond is fully paid,
shall be paid to the Corporation.

         (c) In the event the Net Proceeds of insurance  are not  sufficient  to
pay in full the costs of  repairing,  rebuilding  and  restoring  the Project as
provided in this Section,  the Corporation  will  nonetheless  complete the work
thereof and will pay that  portion of the costs  thereof in excess of the amount
of said Net Proceeds or will pay to the Bondholder for the account of the Issuer
the moneys necessary to complete said work. The Corporation  shall not by reason
of the  payment of such  excess  costs  (whether  by direct  payment  thereof or
payment to the Bondholder  therefor) be entitled to any  reimbursement  from the
Issuer or any abatement or diminution of the rents payable hereunder.

         (d) Anything in this Section to the contrary  notwithstanding,  if as a
result of such damage or  destruction  (regardless of whether the loss resulting
therefrom  is  greater  than  $25,000 or not) the  Corporation  is  entitled  to
exercise an option to purchase the Project and duly does so in  accordance  with
Section  11.03  hereof,  then  neither the  Corporation  nor the Issuer shall be
required to repair, rebuild or restore the property damaged or destroyed, and so
much  (which  may be all) of any  Net  Proceeds  referable  to  such  damage  or
destruction  as shall be necessary to provide for full payment of the Bond shall
be paid to the Bondholder and the excess thereafter  remaining (if any) shall be
paid to the Corporation.

         SECTION 7.02  Condemnation

         (a) If title to, or the  temporary  use of, the  Project or the Project
Site or any part  thereof  shall be taken  under  the  exercise  of the power of
eminent  domain,  the  Corporation  shall be  obligated  to continue to make the
rental and other payments  required to be paid under this Lease  Agreement,  and
the entire Net Proceeds referable to such taking,  including the amounts awarded
to the Issuer and the Bondholder and the amount awarded to the  Corporation  for
the taking of all or any part of the leasehold  estate of the Corporation in the
Project,  shall  be paid to the  Bondholder  and  applied  in one or more of the
following ways as shall be directed in writing by the Corporation:

                  (1) To the restoration of the remaining  Improvements  located
         on the Project Site to  substantially  the same condition in which they
         existed prior to the exercise of the power of eminent domain.

                  (2) To the acquisition by construction or otherwise,  of other
         structures,  facilities and improvements suitable for the operations of
         the Corporation (the same to be subject to this Lease Agreement and the
         Indenture  and be covered  thereby)  provided  such  acquisition  shall
         become a part of the  Project  and shall not result in the  creation or
         establishment  of any liens or encumbrances on the Project prior to the
         lien of the Indenture.

         (b) In the event the Net Proceeds are not  sufficient  to fully provide
for the foregoing,  the Corporation will  nonetheless  complete the work thereof
and will pay to the Bondholder for the account of the Issuer that portion of the
costs thereof in excess of the amount of the Net Proceeds or will pay the moneys
necessary  to complete  said work.  The  Corporation  shall not by reason of the
payment  of such  costs  (whether  by direct  payment  thereof or payment to the
Bondholder  therefor)  be entitled to any  reimbursement  from the Issuer or any
abatement or diminution of the rents payable hereunder.

         (c) Any balance of such Net Proceeds  remaining  after the  application
thereof as provided in  subsection  (a) of this Section  shall be applied to the
redemption  of the Bond in whole or in part  (depending  on the  amount  of such
excess) in the same manner and order  specified in Section 8.07 of the Indenture
for moneys  collected or held by the Bondholder,  or, if the Bond is fully paid,
shall be paid to the Corporation.

         (d) The  Issuer  shall  cooperate  fully  with the  Corporation  in the
handling and conduct of any prospective or pending condemnation  proceeding with
respect  to the  Project  or any part  thereof  and will,  to the  extent it may
lawfully do so, permit the Corporation to litigate in any such proceeding in the
name and behalf of the Issuer. In no event will the Issuer settle, or consent to
the settlement of, any prospective or pending  condemnation  proceeding  without
the prior written consent of the Corporation.

         (e) Anything in this Section to the contrary  notwithstanding,  if as a
result of such  taking,  the  Corporation  is  entitled to exercise an option to
purchase the Project and duly do so in  accordance  with Section  11.03  hereof,
then any Net Proceeds  referable to such taking as shall be necessary to provide
for full  payment  of the Bond shall be paid to the  Bondholder,  and the excess
thereafter remaining (if any) shall be paid to the Corporation.

         (f) The Corporation  shall be entitled to the Net Proceeds of any award
or portion thereof made for damage to or taking of its own property not included
in the Project.


                                                      ARTICLE 8

                                  Certain Provisions Relating to Assignment,
                              Subleasing, Mortgaging and Redemption of the Bond

         SECTION 8.01......Provisions Relating to Assignment and Subleasing

         The  Corporation  may assign  this Lease  Agreement  and the  leasehold
interest created hereby and may sublet the Project or any part thereof, subject,
however, to the following conditions:

                  (a) No  such  assignment  or  subleasing  and no  dealings  or
         transactions  between the Issuer or the  Bondholder and any assignee or
         sublessee  shall  in any  way  relieve  the  Corporation  from  primary
         liability  for any of its  obligations  hereunder.  In the event of any
         such assignment or subleasing the Corporation  shall continue to remain
         primarily  liable for the payment of all rentals herein  provided to be
         paid  by it and  for  the  performance  and  observance  of  the  other
         agreements  and  covenants on its part herein  provided to be performed
         and observed by it.

                  (b) The  Corporation  will not assign the  leasehold  interest
         created  hereby nor  sublease  the  Project or any part  thereof to any
         person,  firm,  partnership,  corporation or entity of any  description
         whatsoever  unless the  operations  of such  assignee or sublessee  are
         consistent  with,  and in  furtherance  of, the purpose of the Enabling
         Law.

                  (c) The  Corporation  will not assign the  leasehold  interest
         created  hereby nor  sublease  the  Project or any part  thereof to any
         person if such  assignment  or  sublease  would  cause or result in the
         interest on the Bond  becoming  includable  in gross income for federal
         income tax purposes.

                  (d)  The  Corporation  shall  furnish  to the  Issuer  and the
         Bondholder a true and complete copy of each such assignment or sublease
         promptly  after the  delivery  thereof  and  shall  assign  its  rights
         thereunder to the Issuer and the Bondholder as additional  security for
         the obligations of the Corporation hereunder.

         SECTION 8.02......Assignment of Lease Agreement and Rents by the Issuer

         (a) The Issuer  has,  simultaneously  with the  delivery  of this Lease
Agreement,  assigned its interest in and pledged any money receivable under this
Lease Agreement (other than certain rights to indemnification and reimbursement)
to the  Bondholder  as security for payment of the principal of and the interest
on the Bond and the  Corporation  hereby consents to such assignment and pledge.
The Issuer has in the Indenture  obligated  itself to follow the instructions of
the  Bondholder in the election or pursuit of any remedies  herein vested in it.
The Bondholder  shall have all rights and remedies herein accorded to the Issuer
and any  reference  herein to the  Issuer  shall be deemed,  with the  necessary
changes in detail, to include the Bondholder, and the Bondholder is deemed to be
a third party beneficiary of the covenants,  agreements and  representations  of
the Corporation herein contained.

         (b)  Prior to the  payment  in full of the  Bond,  the  Issuer  and the
Corporation shall have no power to modify,  alter, amend or terminate this Lease
Agreement  without the prior written consent of the Bondholder.  The Issuer will
not amend the Indenture or any indenture  supplemental thereto without the prior
written consent of the Corporation.  Neither the Issuer nor the Corporation will
unreasonably  withhold any consent herein or in the Indenture required of either
of them.

         (c) The Corporation  shall not be deemed to be a party to the Indenture
or the Bond, and reference in this Lease Agreement to the Indenture and the Bond
shall not impose any liability or obligation upon the Corporation other than its
specific obligations and liabilities undertaken in this Lease Agreement.

         SECTION  8.03......Restrictions  on  Mortgage  or  Sale of  Project  by
Issuer; Consolidation or Merger of, or Transfer of Assets by, Issuer

         Except as provided  in the  Indenture,  the Issuer  will not  mortgage,
sell, assign,  transfer,  convey or grant a security interest in the Project, or
merge or consolidate with, or transfer its assets to, any person.

         SECTION 8.04......Redemption of the Bond

         (a) Upon the  occurrence of any event which gives rise to any mandatory
redemption  of the  Bond,  the  Issuer  will  redeem  any or all of the  same in
accordance with the respective provisions thereof and the Indenture.

         (b) If the Bond is subject to optional redemption, the Issuer will, but
only upon the written request of the Corporation,  redeem the same in accordance
with the respective provisions thereof and the Indenture.

         (c) On any redemption or prepayment  date with respect to the Bond, the
Corporation  shall pay to the  Bondholder  for the  account  of the  Issuer  the
applicable redemption price with respect to the Bond.

                                                      ARTICLE 9

                                            Covenants of the Corporation

         SECTION 9.01......Covenants of the Corporation

         The Corporation  hereby  covenants and agrees that, so long as the Bond
is outstanding:

         (a) The  Corporation  will not do or permit  anything to be done at the
Project that will affect,  impair or contravene  any policies of insurance  that
may be  carried  on or with  respect to the  Project  or any part  thereof.  The
Corporation  will  comply  with all valid  laws,  regulations,  ordinances,  and
requirements applicable to the Project.

         (b) The Corporation will permit the Issuer,  the Bondholder,  and their
respective duly authorized agents at all reasonable times to enter upon, examine
and inspect the Project and in the event of default as hereinafter provided, the
Corporation  will  permit  a public  accountant  or firm of  public  accountants
designated by the Bondholder to have access to, inspect, examine and make copies
of the books and records, accounts and data of the Corporation.

         (c) The  Corporation  will maintain proper books of record and account,
in which full and correct  entries will be made,  in accordance  with  generally
accepted accounting principles, of all its business and affairs. The Corporation
shall furnish to the Issuer and to the  Bondholder  with  reasonable  promptness
such  financial  statements  and data as may be  reasonably  requested  thereby,
including without limitation annual financial  statements of the Corporation and
annual operating statements with respect to the Project.

         (d) The Corporation will maintain and preserve its corporate  existence
and  organization,  and its  authority  to do business in the State and will not
voluntarily  dissolve without first discharging its obligations under this Lease
Agreement  and will  comply  with all valid laws,  ordinances,  regulations  and
requirements applicable to it or to its property and the Project.

         (e) The Corporation will not transfer or dispose of all,  substantially
all, or any substantial portion, of it assets (either in a single transaction or
in a series of related  transactions)  without the prior written  consent of the
Bondholder.

         (f) The Corporation will not sell, assign,  mortgage,  pledge, transfer
or convey  all or any part of its  interest  in this Lease  Agreement  or in the
Project,  provided, however the foregoing shall not impair or restrict the right
of the  Corporation as elsewhere  permitted under this Lease Agreement to assign
this Lease Agreement and the leasehold  interest created hereby or to sublet the
Project or any part thereof.

          (g) The Corporation will duly pay and discharge all taxes, assessments
and other  governmental  charges and liens lawfully  imposed on the Corporation,
upon the properties and interests of the Corporation, and the Project.

         (h) The  Corporation  shall  file,  record,  refile  and  rerecord  all
financing statements, continuation statements, documents or other notices as are
necessary to perfect and to maintain  the Issuer's  title to and interest in the
Project and to perfect and maintain the security  interest of the  Bondholder in
the Project and shall submit  evidence of such filing,  recording,  refiling and
rerecording to the Bondholder.

         (i)  The  Corporation  hereby  represents  and  warrants  that  (1) the
execution and delivery of this Lease Agreement and the Guaranty will not involve
any prohibited  transactions  within the meaning of ERISA or Section 4975 of the
Internal Revenue Code, as amended;  (2) based upon ERISA and the regulations and
published  interpretations  thereunder,  the Corporation is in compliance in all
material  respects with the applicable  provisions of ERISA;  (3) no "Reportable
Event" as defined in Section  4043(b) of Title IV of ERISA,  has  occurred  with
respect to any plan maintained by the Corporation; and (4) there are no liens on
the real or personal  property of the  Corporation  pursuant to Section  4068 of
ERISA.



<PAGE>


                                                     ARTICLE 10

                                           Events of Default and Remedies

         SECTION 10.01.....Events of Default Defined

         The following shall be events of default under this Lease Agreement and
the term "event of default" shall mean,  whenever used in this Lease  Agreement,
any one or more of the following events:

         (1)  Failure to pay any  installment  of Basic Rent that has become due
and payable by the terms of this Lease Agreement and such failure  continues for
a period of five Business Days after written notice  specifying such failure and
requesting that such payment be made has been received by the Corporation.

         (2) Failure by the  Corporation  to observe  and perform any  covenant,
condition or agreement on its part to be observed or performed  pursuant to this
Lease Agreement or the Guaranty,  other than as referred to in subsection (a) of
this Section, for a period of fifteen days after written notice, specifying such
failure and  requesting  that it be remedied,  given to the  Corporation  by the
Issuer or the  Bondholder,  provided  that if such  default  is of a kind  which
cannot reasonably be cured within such fifteen-day period, the Corporation shall
have a  reasonable  period of time within which to cure such  default,  provided
that it begins to cure the default  promptly  after its receipt of such  written
notice and proceeds in good faith, and with due diligence, to cure such default.

         (3) The dissolution or liquidation of the Corporation; or the filing by
the  Corporation  of a  voluntary  petition  in  bankruptcy;  or  failure by the
Corporation  promptly to lift any  execution,  garnishment or attachment of such
consequence  as will impair the  ability of the same to perform its  obligations
hereunder;  the Corporation's  seeking of or consenting to or acquiescing in the
appointment of a receiver of all or substantially all the property thereof or of
the  Project;  or the  adjudication  of the  Corporation  as a bankrupt;  or any
assignment by the Corporation for the benefit of its creditors;  or the entry by
the  Corporation  into an agreement of composition  with its creditors;  or if a
petition or answer is filed by the Corporation proposing the adjudication of the
same as a bankrupt or its reorganization, arrangement or debt readjustment under
any present or future federal  bankruptcy  code or any similar  federal or state
law in any court; or if any such petition or answer is filed by any other person
and such petition or answer shall not be stayed or dismissed  within one hundred
twenty days.

         (4) Any warranty,  representation or other statement by or on behalf of
the  Corporation  and contained in this Lease Agreement or in the Guaranty or in
any other  document or  certificate  furnished by the  Corporation in connection
with the  issuance  of the Bond  shall be  false,  untrue or  misleading  in any
material  respect  at the  time  made  and the same  shall  not be made  good or
remedied  within thirty days after written notice thereof to the  Corporation by
the Bondholder or the Issuer.

         (5)      An event of default under the Indenture or the Guaranty.

         SECTION 10.02.....Remedies on Default

         Whenever  any  such  event  of  default  shall  have  happened  and  be
continuing, the Bondholder may take any of the following remedial steps:

         (1) Declare all  installments  of Basic Rent  payable  under this Lease
Agreement for the remainder of the Lease Term to be immediately due and payable,
whereupon the same shall become immediately due and payable.

         (2) Reenter the Project Site, without terminating this Lease Agreement,
and, upon ten days' prior written notice to the  Corporation,  relet the Project
or any part thereof for the account of the Corporation, for such term (including
a term extending  beyond the Lease Term) and at such rentals and upon such other
terms and conditions,  including the right to make alterations to the Project or
any part thereof,  as the Bondholder may deem  advisable,  and such reletting of
the  Project  shall not be  construed  as an election  to  terminate  this Lease
Agreement nor relieve the  Corporation of its  obligations to pay Basic Rent and
additional  rent or to  perform  any of its other  obligations  under this Lease
Agreement,  all of which  shall  survive  such  reentry and  reletting,  and the
Corporation  shall continue to pay Basic Rent and all  additional  rent provided
for in this  Lease  Agreement  until  the end of the  Lease  Term,  less the net
proceeds,  if any, of any  reletting of the Project  after  deducting all of the
Bondholder's  expenses in connection  with such  reletting,  including,  without
limitation,  all  repossession  costs,  brokers'  commissions,  attorneys' fees,
alteration costs and expenses of preparation for reletting.

         (3)  Terminate  this Lease  Agreement,  exclude  the  Corporation  from
possession of the Project and, if the Bondholder elects so to do, lease the same
for the account of the Issuer,  holding the Corporation  liable for all rent due
up to the date such lease is made for the account of the Issuer.

         (4) Have and exercise with respect to any or all personal  property and
fixtures included in the Project,  all rights,  remedies and powers of a secured
party under the Alabama Uniform Commercial Code including without limitation the
rights and powers set forth in the Indenture with respect thereto.

         (5) Take whatever legal  proceedings may appear  necessary or desirable
to collect the rent then due, whether by declaration or otherwise, or to enforce
any  obligation  or covenant or  agreement of the  Corporation  under this Lease
Agreement or by law.

To the extent  permitted by law, the Corporation  expressly waives any notice of
sale or  disposition of the Project and any rights or remedies of the Bondholder
or Issuer with respect to, and the  formalities  prescribed  by law relative to,
the sale or  disposition of the Project or to the exercise of any other right or
remedy of the Bondholder or Issuer  existing  after default.  To the extent that
such notice is required  and cannot be waived,  the  Corporation  agrees that if
such  notice  is given to the  Corporation  in  accordance  with the  provisions
hereof, at least ten days before the time of the sale or other disposition, such
notice shall be deemed  reasonable and shall fully satisfy any  requirements for
giving said notice.

         SECTION 10.03.....No Remedy Exclusive

         No  remedy  herein  conferred  upon or  reserved  to the  Issuer or the
Bondholder  is  intended  to be  exclusive  of any  other  available  remedy  or
remedies,  but each and every such remedy  shall be  cumulative  and shall be in
addition  to every  other  remedy  given  under this Lease  Agreement  or now or
hereafter  existing at law or in equity or by  statute.  No delay or omission to
exercise  any right or power  accruing  upon any default  shall  impair any such
right or power or shall be construed  to be a waiver  thereof but any such right
or power  may be  exercised  from  time to time  and as  often as may be  deemed
expedient.

         SECTION 10.04.....Agreement to Pay  Attorneys'  Fees and Expenses

         In the event the Corporation should default under any of the provisions
of this Lease  Agreement and the Issuer or the Bondholder (in its own name or in
the name and on behalf of the Issuer)  should  employ  attorneys  or incur other
expenses  for the  collection  of  rent or the  enforcement  of  performance  or
observance of any obligation or agreement on the part of the Corporation  herein
contained,  the  Corporation  will on demand  therefor  pay to the Issuer or the
Bondholder  (as the case may be) the  reasonable  fee of such attorneys and such
other expenses.

         SECTION 10.05.....No Additional Waiver Implied by One Waiver

         In the event any agreement  contained in this Lease Agreement should be
breached by either party and thereafter  waived by the other party,  such waiver
shall be limited to the  particular  breach so waived and shall not be deemed to
waive any other breach hereunder.


<PAGE>


         SECTION 10.06.....Remedies Subject to Applicable Law

         All  rights,  remedies  and  powers  provided  by this  Article  may be
exercised  only  to the  extent  the  exercise  thereof  does  not  violate  any
applicable  provision of law in the  premises,  and all the  provisions  of this
Article are intended to be subject to all applicable mandatory provisions of law
which  may be  controlling  in the  premises  and to be  limited  to the  extent
necessary  so that  they  will  not  render  this  Lease  Agreement  invalid  or
unenforceable.

                                                     ARTICLE 11

                                                       Options

         SECTION 11.01.....Options to Terminate

         The Corporation shall have, if not in default hereunder,  the option to
cancel or terminate  this Lease  Agreement at any time after full payment of the
Bond by  giving  the  Issuer  notice in  writing  of such  termination  and such
termination shall forthwith become effective.

         SECTION 11.02...Option to Renew

         There shall be no option to renew the term of this Lease Agreement.

         SECTION 11.03...Option to Purchase Project Prior to Payment of the Bond

         Anything in this Lease Agreement to the contrary  notwithstanding,  the
Corporation shall, if not in default hereunder,  have the option to purchase the
Project at any time prior to the full payment of the Bond then  outstanding,  if
any of the following shall have occurred:

         (a) The Project or the Project Site or any part thereof shall have been
damaged or destroyed (1) to such extent that, in the opinion of the Corporation,
it cannot be  reasonably  restored  within a period  of two  consecutive  months
substantially  to the condition  thereof  immediately  preceding  such damage or
destruction, or (2) to such extent that, in the opinion of the Corporation,  the
Corporation is thereby  prevented from carrying on its normal  operations at the
Project for a period of two consecutive  months;  or (3) to such extent that the
cost of restoration  thereof would exceed the Net Proceeds of insurance  carried
thereon pursuant to the requirements of this Lease Agreement; or

         (b) Title to the Project or the Project Site or any part thereof or the
leasehold  estate  of the  Corporation  in the  Project  created  by this  Lease
Agreement  or any part  thereof  shall have been taken under the exercise of the
power of  eminent  domain  by any  governmental  authority  or  person,  firm or
corporation acting under governmental authority,  which taking may result in the
Corporation  being thereby  prevented from carrying on its normal  operations at
the Project or the Project Site for a period of two consecutive months; or

         (c) As a result of any changes in the  Constitution of the State or the
Constitution of the United States of America or of legislative or administrative
action (whether state or Federal), or by final decree,  judgment or order of any
court or  administrative  body  (whether  state or  Federal)  entered  after the
contest  thereof by the  Corporation in good faith,  this Lease  Agreement shall
have become void or  unenforceable  or impossible of  performance  in accordance
with the intent and purpose of the parties as expressed  herein, or unreasonable
burdens or  excessive  liabilities  shall have been imposed on the Issuer or the
Corporation,  including without limitation,  the imposition of taxes of any kind
on the  Project or the income or  profits of the Issuer  therefrom,  or upon the
interest of the Corporation  therein,  which taxes were not being imposed on the
date of this Lease Agreement.

         To exercise  such  option,  the  Corporation  shall,  within sixty days
following the event authorizing the exercise of such option, give written notice
to the  Issuer  and to the  Bondholder  and shall  specify  therein  the date of
closing such  purchase.  The purchase  price payable by the  Corporation  in the
event of the  exercise of the option  granted in this  Section  shall be such an
amount as shall be required to prepay the entire unpaid  principal amount of the
Bond  then  outstanding,  together  with  interest  thereon  to the date of such
payment,  in the same  manner  and order as  specified  in  Section  8.07 of the
Indenture.  The  prepayment  price  shall  be  paid  by the  Corporation  to the
Bondholder.

         Upon the exercise of the option  granted  herein and the  prepayment of
the  Bond as  provided  in  this  Section,  any Net  Proceeds  of  insurance  or
condemnation  award  then on hand or  thereafter  received  shall be paid to the
Corporation.

         SECTION 11.04.....Option to Purchase Project After Payment of the Bond

         If no Event of Default exists hereunder, the Corporation shall have the
option to purchase  the Project at any time  following  full payment of the Bond
for a purchase  price of one  hundred  dollars  plus the  expenses of the Issuer
incurred  in  connection  therewith.  To  exercise  the  option  granted in this
Section, the Corporation shall notify the Issuer of its intention so to exercise
such option  prior to the  proposed  date of  purchase  and shall on the date of
purchase pay such purchase price to the Issuer.  In the event the option granted
in this Section 11.04 has not been exercised prior to the end of the Lease Term,
then said option shall  automatically be considered to be exercised upon the end
of the Lease Term.

         SECTION 11.05  Option to Purchase Unimproved Project Site

         (a) The Corporation,  if not in default hereunder,  shall also have the
option to  purchase,  with the prior  written  consent  of the  Bondholder,  any
Unimproved part of the Project Site at any time and from time to time at and for
a purchase price equal to the pro rata cost thereof to the Corporation, provided
that they furnish the Issuer and the Bondholder with the following:

         (a) A notice in writing containing (1) an adequate legal description of
         that  portion of the Project  Site with respect to which such option is
         to be  exercised,  which  portion may include  rights  granted in party
         walls, the right to "tie-into" existing utilities, the right to connect
         and  join  any  building,   structure  or  improvement   with  existing
         Improvements on the Project Site, and the right of ingress or egress to
         and from the public  highway which shall not interfere with the use and
         occupancy  of  existing   Improvements,   (2)  a  statement   that  the
         Corporation  intends to purchase  such portion of the Project Site on a
         date  stated,  (3) a  description  of  the  buildings,  structures,  or
         improvements  to be erected on the  portion to be  purchased  and (4) a
         statement  that the use to which such  portion of the Project Site will
         be devoted will be in  furtherance  of the purpose for which the Issuer
         was organized.

         (b) A certificate of an Independent Engineer dated not more than ninety
         days prior to the date of the purchase and stating that, in the opinion
         of the person signing such certificate,  (1) the portion of the Project
         Site with  respect to which the option is  exercised  is not needed for
         the  operation  of  the  Project,  (2)  the  buildings,  structures  or
         improvements  described in the above  certificate can be constructed on
         the real property to be purchased and (3) the severance of such portion
         of the Project  Site from the Project and the  construction  thereon of
         the buildings,  structures and improvements  above referred to will not
         impair  the  usefulness  of the  Improvements  or the means of  ingress
         thereto and egress therefrom.

         (c) An amount of money equal to the purchase price computed as provided
         in this Section, which amount shall be applied to the prepayment of the
         principal  of the  Bond on the  earliest  Business  Day for  which  the
         required notice may be given, as provided in the Bond.

         (b) Upon receipt by it of the notice and  certificate  required in this
Section to be furnished by the Corporation and the payment by the Corporation to
the Bondholder of the purchase  price,  the Issuer will promptly  deliver to the
Corporation  the  documents  referred to in Section 11.06 hereof and will secure
from the  Bondholder a release from the lien of the  Indenture of the portion of
the Project Site with respect to which the Corporation  shall have exercised the
option granted in this Section.

         (c) If such option  relates to a portion of the  Project  Site on which
transportation  or utility  facilities  are located,  the Issuer shall retain an
easement  to use  such  transportation  or  utility  facilities  to  the  extent
necessary for the efficient operation of the Project.

         (d) No purchase  effected  under the  provisions  of this Section shall
affect the  liability or the  obligation of the  Corporation  for the payment of
Basic Rent and additional  rent in the amounts and at the times provided in this
Lease Agreement or the performance of any other agreement, covenant or provision
hereof,  and there shall be no abatement or  adjustment in rent by reason of the
release  of any  such  realty  except  as  specified  in  this  Section  and the
obligation and the liability of the  Corporation  shall continue in all respects
as  provided  in  this  Lease  Agreement,  excluding,  however,  any  realty  so
purchased.

         SECTION 11.06.....Conveyance  on  Exercise  of Option to  Purchase

         At the closing of the  purchase  pursuant to the exercise of any option
to purchase  granted herein,  the Issuer will upon receipt of the purchase price
deliver to the Corporation  documents  conveying to the Corporation the property
with respect to which such option was  exercised,  as such property then exists,
subject to the  following:  (1) those liens and  encumbrances,  if any, to which
title to said property was subject when conveyed to the Issuer;  (2) those liens
and  encumbrances  created by the Corporation or to the creation or suffering of
which the Corporation consented;  and (3) those liens and encumbrances resulting
from the failure of the  Corporation to perform or observe any of the agreements
on its part contained in this Lease Agreement.


                                                     ARTICLE 12

                                                Internal Revenue Code

         SECTION 12.01..... Covenants Regarding the Code

         The parties  hereto  recognize that the Bond is being sold on the basis
that the  interest  payable on the Bond is  excludable  from gross income of the
Bondholder for federal income taxation under Section 103 of the Internal Revenue
Code of 1986, as amended (the "Code"). The Issuer and Corporation do each hereby
covenant  and agree with the  Bondholder  that neither the  Corporation  nor the
Issuer will take any action, or omit to take any action, permit any action to be
taken, or fail to require any action to be taken, with respect to the Project or
the Bond,  that would cause the interest on the Bond to be or become  includable
in the  gross  income  of the  registered  owners  thereof  for  federal  income
taxation,  and further  covenant  and agree that:  (i) the  proceeds of the Bond
shall not be used or applied in such manner as to cause the Bond to be or become
an  "arbitrage  bond" as that term is defined in Section  148 of the Code;  (ii)
ninety-five  percent  (95%) or more of the net proceeds of the Bond will be used
for the  acquisition,  construction,  reconstruction,  or improvement of land or
property of a character  subject to the allowance for  depreciation,  within the
meaning of Section 144 of the Code;  (iii) the proceeds of the Bond will be used
for the  acquisition,  construction and equipping of the Project or for issuance
expenses  with respect to the Bond,  or shall be rebated to the United States of
America as provided in the  Indenture,  and no part of the  proceeds of the Bond
are to be used by the Corporation,  directly or indirectly, for working capital,
or to finance  inventory,  or to acquire  any  facility  or asset which may not,
under the Code, be financed in whole or in part with the proceeds of obligations
the  interest  on which is  excludable  from  gross  income for  federal  income
taxation;  (iv) the proceeds of the Bond shall not be used for the  acquisition,
construction,  reconstruction  or  improvement of any property which would cause
the average maturity of the Bond to exceed 120 percent of the average reasonably
expected  economic life of the facilities  financed with the net proceeds of the
Bond, within the meaning of Section 147(b) of the Code; (v) neither the Bond nor
any of the proceeds  therefrom  shall ever be federally  guaranteed,  within the
meaning of Section  149(b) of the Code,  except as  expressly  provided  in said
Section  149(b);  (vi) none of the proceeds of the Bond shall be used to acquire
(directly  or  indirectly)  any land (or any  interest  therein)  to be used for
farming purposes;  (vii) less than twenty-five  percent (25%) of the proceeds of
the Bond  shall be used to acquire  (directly  or  indirectly)  any land (or any
interest therein);  (viii) none of the net proceeds of the Bond shall be used to
acquire any property,  or any interest  therein  (including  without  limitation
buildings, structures, facilities,  improvements,  equipment, machinery or other
personal  property)  the first use of which  property  was not  pursuant to such
acquisition  with the proceeds of the Bond; (ix) no person shall ever be allowed
to use, occupy, or otherwise derive any benefit whatsoever from the Project,  or
any  part  thereof,  if  the  effect  thereof  shall  result  in a  test  period
beneficiary (as defined in Section 144(a) (10) of the Code) having  allocated to
it and  outstanding  tax-exempt  facility-related  bonds (as  defined in Section
144(a) (10) of the Code) in an aggregate principal amount exceeding $40,000,000;
and (x) no more than two percent  (2%) of the proceeds of the Bond shall be used
to finance the issuance costs of the Bond;  (xi) during the  applicable  period,
the $10,000,000 limit on bonds and capital  expenditures as set forth in Section
144(a)(4) shall not be exceeded; and (xii) the proceeds of the Bond shall not be
used for the payment of any Project  Cost paid or incurred  prior to the date of
the Inducement  Agreement (October 12, 1994) and the Bond is being issued within
not more than one year after completion of the Project.

         SECTION  12.02  Corporation's  Obligation  If  Interest  on the Bond Is
Determined   To   Be   Includable   in   Gross   Income   for   Federal   Income
TaxationCorporation's  Obligation  If Interest on the Bond Is  Determined  To Be
Includable in Gross Income for Federal Income Taxation.

          (a) If the Commissioner of Internal Revenue makes a determination that
interest on the Bond is not  excludable  from gross  income for  federal  income
taxation  pursuant to Section  103 for any reason  other than the  operation  of
Section 147(a) of the Code, and the  Corporation  exhausts (at its sole expense)
or fails to pursue in a timely  manner any  administrative  or  judicial  remedy
available to it with respect to such determination, the Issuer or the Bondholder
shall  notify the  Corporation  in writing  that the  outstanding  Bond shall be
prepaid on the next practicable  interest payment date,  irrespective of whether
the  Corporation  has  violated  any  covenant or  representation  in this Lease
Agreement.  Within thirty days after the receipt of such notice the  Corporation
shall either

                  (i)      purchase the Project from the Issuer for the price
         specified in subsection (b) of this Section, which purchase price shall
         be paid to the Bondholder, or

                  (ii) pay to the Bondholder the sum specified in subsection (b)
         of this Section,  in which event the  Corporation  shall be entitled to
         the use and occupancy of the Project  until the  expiration of the term
         provided  for herein  without  the  payment of any  further  rent,  but
         otherwise on all of the terms and  conditions  hereof,  except that the
         Corporation  shall  not be  required  to carry  any  insurance  for the
         benefit of the Bondholder.

Any other options of the Corporation to purchase the Project shall be superseded
by its mandatory  obligation to elect one of the  alternatives set forth in this
subsection (a).

         (b) The price payable by the  Corporation  for the Project in the event
interest on the Bond is  determined to be includable in gross income for federal
income  taxation  as provided in  subsection  (a), or the amount  payable to the
Bondholder in lieu of purchasing  the Project,  shall be equal to the sum of the
following:

                   (i)       the outstanding  principal  amount of the Bond plus
         accrued interest thereon to the date of prepayment;

                  (ii)    the Bondholder's fees and expenses under the Indenture
         accrued and to accrue until the prepayment of the Bond; and

             (iii) a  premium  for each  principal  installment  of the Bond the
         interest  on which has been  determined  to be taxable  (whether or not
         such  installment has been paid) equal to 3% of the principal amount of
         such principal installment on the Bond determined to be taxable.

         (c)  Upon  payment  by the  Corporation  of  the  amount  specified  in
subsection (b) of this Section,  the Issuer shall call the outstanding  Bond for
prepayment on the next practicable interest payment date. The Issuer shall cause
the  Corporation to pay to the registered  owner of the Bond, in addition to the
outstanding  principal  amount of such Bond and the interest  accrued thereon to
the prepayment date, that portion of the premium  (calculated under clause (iii)
of subsection (b) of this Section)  allocable to such principal amount,  and the
Issuer shall cause the Corporation to pay to the last  registered  owner of each
taxable  principal  installment  of the Bond all or a portion  of the  principal
amount which has already been paid, the premium  (calculated  under clause (iii)
of  subsection  (b)  of  this  Section)  allocable  to  such  taxable  principal
installment of the Bond.

         SECTION 12.03 Federal Rebate Payments.Federal Rebate Payments.

         The  provisions of Article 9 of the  Indenture  with respect to federal
rebate payments are incorporated herein by reference,  and the Corporation shall
comply with said  provisions  and shall perform and  discharge all  obligations,
duties and  responsibilities  imposed upon the  Corporation  under said Article,
including  without  limitation the payment of all required rebates to the United
States of America and the maintenance of all records with respect thereto.


<PAGE>



         IN WITNESS  WHEREOF,  the Issuer and the  Corporation  have each caused
this Lease  Agreement to be executed  and the  corporate  seal  thereof  affixed
hereto and the same attested by officers thereof duly authorized thereunto.

                  THE  INDUSTRIAL  DEVELOPMENT  BOARD OF THE CITY OF HALEYVILLE,
                  ALABAMA



                  By__________________________________
                     Its Chairman
S E A L

Attest: _______________________________
                  Its Secretary


                 WHEEL HOUSE PROPERTIES, INC.


                 By__________________________________
                 Its President

S E A L

Attest: _______________________________
                  Its Secretary








<PAGE>


STATE OF ALABAMA  )
                                    )
WINSTON COUNTY             )

         I, the  undersigned,  a Notary  Public  in and for said  County in said
State, hereby certify that John Slatton,  whose name as Chairman of the Board of
Directors  of The  Industrial  Development  Board  of the  City  of  Haleyville,
Alabama,  a public  corporation,  is signed to the foregoing Lease Agreement and
who is known to me,  acknowledged  before me on this day that, being informed of
the  contents  of said  Lease  Agreement,  he,  as such  officer  and with  full
authority,  executed  the  same  voluntarily  for and as the act of said  public
corporation.

         Given under my hand and seal this the ___ day of March, 1995.



                                  -----------------------------------
                                          Notary Public

NOTARIAL SEAL

My commission expires:  ___________________


STATE OF ALABAMA  )
                                    )
WINSTON COUNTY             )

         I,  undersigned,  a Notary Public in and for said County in said State,
hereby  certify  that James H.  Masdon  whose name as  President  of Wheel House
Properties,  Inc.,  an Alabama  corporation,  is signed to the  foregoing  Lease
Agreement and who is known to me, acknowledged before me on this day that, being
informed of the contents of said Lease  Agreement,  he, as such officer and with
full  authority,  executed  the  same  voluntarily  for  and as the  act of said
corporation.

         Given under my hand and seal this the ___ day of March, 1995.

                              -----------------------------------
                                      Notary Public

NOTARIAL SEAL

My commission expires:  ______________________


<PAGE>

       ------------------------------------------------------------------

                                 LEASE AGREEMENT
       ------------------------------------------------------------------











                        The Industrial Development Board
                       of the City of Haleyville, Alabama


                                       and


                          Wheel House Properties, Inc.
                            (an Alabama corporation)



                            Dated as of March 1, 1995











       ------------------------------------------------------------------

         This Lease Agreement was prepared by Charles Hayes of Walston,
                   Stabler, Wells, Anderson & Bains, Financial
       Center, 505 North 20th Street, Suite 500, Birmingham, Alabama 35203
       ------------------------------------------------------------------


<PAGE>


                                    EXHIBIT A
                                       to
                                 Lease Agreement
                                   dated as of
                                  March 1, 1995

                                      from

                        The Industrial Development Board
                       of the City of Haleyville, Alabama

                                       to

                          Wheel House Properties, Inc.

            --------------------------------------------------------



Foam  spraying  system for  rafters  Sealer  spray  system for  ceiling  Ceiling
compound spray system
Electrical  hoist,  including  dollies  and  electrical  wire  gathering  system
Overhead tram systems Jig tables for sidewalls Partitions, floors and endwalls

         Additional manufacturing equipment, including but not limited to, saws,
dust  systems,  roller beds,  scaffolding,  air lines,  roll over  plates,  nose
wheels,  compressors,  hand tools, cabinet tables, for lifts and material carts.
Office equipment and furniture, including for employee rooms.


<PAGE>



<TABLE>
<S>                                                                                                          <C>


                                                  TABLE OF CONTENTS

                                                                                                               Page

Parties...........................................................................................................1
Recitals..........................................................................................................1


         ARTICLE 1

                                          Definitions and Other Provisions
                                                of General Application

         SECTION 1.01                Definitions................................................................  2
         SECTION 1.02                Date of Lease Agreement....................................................  6
         SECTION 1.03                Separability Clause........................................................  6
         SECTION 1.04                Effect of Headings and Table of ...........................................  7
                                     Contents
         SECTION 1.05                Successors and Assigns.....................................................  7
         SECTION 1.06                Governing Law..............................................................  7
         SECTION 1.07                Execution Counterparts.....................................................  7
         SECTION 1.08                Covenant of Quiet Enjoyment................................................  7
         SECTION 1.09                Issuer's Liabilities Limited...............................................  7
         SECTION 1.10                Prior Agreements Canceled..................................................  7
         SECTION 1.11                Notices....................................................................  8
         SECTION 1.12                The Special Funds..........................................................  8

         ARTICLE 2

                                            Representations and Warranties

         SECTION 2.01                Representations by the Issuer..............................................  8
         SECTION 2.02                Representations by the Corporation.........................................  9

         ARTICLE 3

                                                   Demising Clauses


         ARTICLE 4

                                                     The Project

         SECTION 4.01                Acquisition of Project; Payment of ........................................ 11
                                     Excess Project Costs.
         SECTION 4.02                No Warranty of Suitability by Issuer....................................... 12
         SECTION 4.03                Issuer to Pursue Remedies Against ......................................... 13
                                     Vendors, Contractors and
                                     Subcontractors and Their Sureties
         SECTION 4.04                Completion of the Project.................................................. 13
         SECTION 4.05                Title Insurance............................................................ 14


<PAGE>


         ARTICLE 5

                                               Duration of Lease Term
                                                 and Rental Provisions

         SECTION 5.01                Duration of Term........................................................... 14
         SECTION 5.02                Rental and Payment Provisions; Net ........................................ 14
         SECTION 5.03                Advances by Issuer or Bondholder........................................... 15
         SECTION 5.04                Indemnity of Issuer and Bondholder......................................... 15
         SECTION 5.05                Obligations of Corporation ................................................ 16


         ARTICLE 6

                                              Maintenance, Alterations, Replacements, Insurance; and
                                                Environmental Compliance

         SECTION 6.01                Maintenance and Repairs.................................................... 17
         SECTION 6.02                Removal of, Substitution and Replacement .................................. 18
                                     for Equipment
         SECTION 6.03                Taxes, Other Governmental Charges and ..................................... 19
                                     Utility Charges
         SECTION 6.04                Insurance Required......................................................... 20
         SECTION 6.05                Installation By Corporation of Own ........................................ 21
                                     Machinery and Equipment
         SECTION 6.06                Environmental Compliance................................................... 22

         ARTICLE 7

                                            Provisions Respecting Damage,
                                             Destruction and Condemnation

         SECTION 7.01                Damage and Destruction..................................................... 23
         SECTION 7.02                Condemnation............................................................... 25

         ARTICLE 8

                                     Certain Provisions Relating to Assignment,
                                   Subleasing, Mortgaging and Redemption of the Bond

         SECTION 8.01       Provisions Relating to Assignment and Subleasing.................................... 26
         SECTION 8.02       Assignment of Lease Agreement and Rents ............................................ 27
                            by the Issuer
         SECTION 8.03       Restrictions on Mortgage or Sale of ................................................ 27
                            Project by Issuer; Consolidation or
                            Merger of, or Transfer of Assets by,
                            Issuer
         SECTION 8.04       Redemption of the Bond.............................................................. 28


<PAGE>


         ARTICLE 9

                                             Covenants of the Corporation

         SECTION 9.01                Covenants of the Corporation .............................................. 28

         ARTICLE 10

                                            Events of Default and Remedies

         SECTION 10.01               Events of Default Defined.................................................. 30
         SECTION 10.02               Remedies on Default........................................................ 31
         SECTION 10.03               No Remedy Exclusive ....................................................... 32
         SECTION 10.04               Agreement to Pay Attorneys' Fees and ...................................... 32
                                     Expenses
         SECTION 10.05               No Additional Waiver Implied by One ....................................... 32
                                     Waiver
         SECTION 10.06               Remedies Subject to Applicable Law......................................... 33

         ARTICLE 11

                                                       Options

         SECTION 11.01               Options to Terminate....................................................... 33
         SECTION 11.02               Option to Renew............................................................ 33
         SECTION 11.03               Option to Purchase Project Prior to ....................................... 33
                                     Payment of the Bond
         SECTION 11.04               Option to Purchase Project After Payment .................................. 34
                                     of the Bond
         SECTION 11.05               Option to Purchase Unimproved Project Site  ............................... 35
         SECTION 11.06               Conveyance on Exercise of Option to ....................................... 36
                                     Purchase

         ARTICLE 12

                                    Internal Revenue Code

         SECTION 12.01  Covenants Regarding the Code............................................................ 36
         SECTION 12.02  Corporation's Obligation If Interest on ................................................ 38
                        the Bond Is Determined To Be
                        Includable in Gross Income for Federal Income
                        Taxation
         SECTION 12.03  Federal Rebate Payments................................................................. 39




Testimonium......................................................................................................34
Signatures.......................................................................................................34
Acknowledgments..................................................................................................35
EXHIBIT A - Description of Equipment


</TABLE>