EXHIBIT 10.11(a)

                   
                   
                   AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         )SS:
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this
23rd day of December, 1986 by and between Union Warehouse &
Trucking Company, Monroe, North Carolina, d/b/a Union Warehouse &
Realty Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."


                       W I T N E S S E T H:

     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1, 1985, with regard
to property described as follows:

     Showroom & Warehouse - 610 E. Windsor St., Monroe, N.C.

and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants
contained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Lease Agreement as
follows:

     1.   The foregoing recitals are true and correct and
incorporated herein by reference.

     2.   The term "Lessor" shall refer to Union Warehouse &
Trucking Company, d/b/a Union Warehouse & Realty Company and its
successors and assigns.  The term "Lessee" shall refer to USCO,
Inc. and its successors and assigns.

     3.   Lessee shall renew the Lease Agreement for one (1)
additional five (5) year period ("Period") commencing upon the
expiration of the initial term referenced therein and ending on
February 28, 1990.  Base Rent for the period shall be Six Hundred
Dollars ($600.00) per month.  Commencing on the 1st day of March,
1990 (the "Adjustment Date"), and continuing on the same day of
each year thereafter during the Period, the Base Rent set forth
shall be adjusted in accordance with the following:

          (a)  The Consumer Price Index - U.S. City Average - All
Urban Consumer ("Index") in effect and published during the
calendar month in which the term of the Lease Agreement commenced
shall be the Base Period Index."

          (b)  The Base Period Index shall be compared with the
Index for the same calendar month for the Adjustment Date.  If the
Index for the Adjustment Date is higher than the Base Period Index,
then the monthly rent for the next calendar year of the lease shall
be increased by one hundred percent (100%) of the percentage
increase of the Index for the Adjustment Date over the Base Period
Index.

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month is
higher than the Index for the immediately preceding Adjustment
Date, then the rent for the next ensuing one (1) year period shall
be increased by one hundred percent (100%) of the percentage
increase of the Index for the same calendar month over the Index
for the immediately preceding Adjustment Date.  If the Index for
the same calendar month has not been published, it is agreed that
the Index as issued and published for the latest preceding month
shall be used in determining the Adjustment Rent.

          (c)  If the Bureau of Labor Statistics discontinues
publication of the Index, publishes the Index less frequently, or
alters the Index in a material manner, then the Lessor and Lessee
may adopt a substitute index or procedure which reasonably reflects
and monitors consumer prices as nearly as possible in the same
manner as the Index.

     During the Period, Lessee also shall pay the amount of any
annual taxes and insurance costs in excess of the respective
amounts applicable on March 1, 1985.

     4.   The following provision of the Lease Agreement is deleted
in its entirety:

          It is further agreed by and between the
          parties hereto that should the Lessor choose
          to use the premises herein leased for some
          other purpose, he shall notify the Lessee in
          writing of his intention to do so at least six
          months prior to the expiration of this lease.

     5.   In consideration of the benefits accruing to Lessor under
this Lease Agreement and Lessee's renewal thereof, and other good
and valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5). 
Lessee may exercise this option by delivering a signed written
notice thereof to Lessor not less than sixty (60) days prior to the
end of the renewal period of this Lease Agreement.  If the option
is duly exercised, then this Lease Agreement shall continue in
effect pending closing.  Unless extended pursuant to subparagraph
(c) below, for cure of title objections, closing shall occur on or
before February 28, 1995.  If the option is exercised, the purchase
and sale shall be governed and closed pursuant to the following
terms:

          (a)  Purchase Price.  The purchase price of the Leased
Premises shall be equal to the fair market value of the Leased
Premises as established by the average of two MAI appraisals, one
of which shall be completed by an appraiser selected by the Lessee
at Lessee's expense and one of which shall be completed by an
appraiser selected by the Lessor at Lessor's expense. Such
appraisals shall be completed at least fifteen (15) days prior to
closing.

          (b)  Payment.  The purchase price, subject to prorations
as hereinafter provided, shall be payable by cashier's check or
wire transfer at closing.

          (c)  Title Insurance.  On or before thirty (30) days
prior to closing Lessee shall obtain, at Lessor's expense, a Title
Insurance Commitment ("Commitment) as to the Leased Premises issued
by an insurance company acceptable to Lessee agreeing to issue to
Lessee a marketability owner's policy in the amount of the purchase
price, insuring Lessee's title to the Leased Premises with all
standard exceptions deleted except then-current ad valorem taxes
and subject only to those encumbrances and other title matters
acceptable to Lessee ("Permitted Exceptions").  Within five (5)
days after receipt of the Commitment, Lessee shall provide Lessor
with written notice of any encumbrance or title matter which is
unsatisfactory to Lessee with respect to the Leased Premises. 
Thereupon, Lessor shall use its best efforts to cure said
objection(s) on or before one hundred twenty (120) days after
Lessor's receipt of Lessee's notice of objection(s), and closing
shall be delayed accordingly.  If Lessor is unable to cure an
objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to
terminate the purchase transaction without liability to Lessor, and
without loss or waiver of Lessee's rights as tenant under the Lease
Agreement.

          (d)  Survey. The property may be surveyed prior to
closing at Lessee's expense by a surveyor selected by Lessee.  In
the event the survey reflects any survey matter or defect
unacceptable to Lessee, other than Permitted Exceptions, same shall
be treated as an objection to title and shall be governed by sub-
paragraph (c), above.

          (e)  Documents. At closing, Lessor shall deliver to
Lessee: (1) good, sufficient, marketable fee simple title to the
Leased Premises by General Warranty Deed subject only to the terms
of this Lease Agreement and the Permitted Exceptions; (2) an
Affidavit attesting to the absence of any claim or suit,
outstanding judgment, rights of possession adverse to Lessee's
possession, bankruptcy, assessments, mortgage, financing statement,
or claim of lien pending against Lessor or the Leased Premises, and
as to other matters and in form as reasonably required by Lessee;
(3) a Nonforeign Affidavit attesting that Lessor is not a "foreign
person" within the meaning of Section 1445 of the Internal Revenue Code
of 1954, as amended, in the form as required by Lessee; (4) bill of
sale as to fixtures and personalty; (5) an Assignment of Lessor's
rights as landlord under this Lease; and (6) such other documents
as may be reasonably requested by Lessee.

          (f)  Expenses. Lessor shall pay for all recording and
transfer taxes levied on the deed or otherwise payable by virtue of
the purchase and sale transaction, title search fees, and the title
insurance premium.  Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

          (g)  Prorations. Real estate taxes, public assessments
not yet due and payable, rents, security deposits, maintenance,
utility and fuel charges, and all other items normally adjusted at
closing, shall be prorated at closing.

          (h)  Assignment. This option to purchase may be assigned
freely by Lessee together with, or separately from, Lessee's rights
as tenant under this Lease Agreement.

          (i)  Memorandum of Option. Lessor agrees to execute a
recordable Memorandum of this option to purchase upon request by
Lessee.

          (j)  Risk of Loss. Except as otherwise provided in this
Lease Agreement, risk of loss shall pass to Lessee at closing.

          (k)  Possession. Free and unencumbered possession of the
Leased Premises shall be delivered to Lessee by Lessor at closing,
subject, however, to the previously existing rights of Lessee, as
tenant, under this Lease Agreement.

     6.   In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the
Lease Agreement, the party who prevails in any dispute with, or
enforcement effort against the other party, shall be entitled to
recover from the other party such prevailing party's reasonable
attorneys' fees and costs incurred in negotiation, at trial and
upon any appeal as the result of such dispute or enforcement
effort.

     7.   During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of
the property and Lessee shall be responsible for all other
maintenance items.

     8.   The parties by execution of this Amendment to Lease
Agreement hereby amend the Lease Agreement as set forth herein, and
in so doing, reaffirm in all respects the term of the Lease
Agreement as so amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by
its officers thereunto duly authorized as of the day and year first
above written.

WITNESSES:                              LESSOR:

                                        UNION WAREHOUSE & TRUCKING
                                        COMPANY


___________________________             By:________________________


___________________________                    (Corporate Seal)


                                        LESSEE:

                                        USCO, INCORPORATED


___________________________             By:___________________ 
Its: President

___________________________                    (Corporate Seal)



STATE OF            )
                    )SS :
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take
acknowledgements, personally appeared __________________________,
well known to me and known to be the President of the corporation
named in the foregoing instrument, and that he acknowledged
executing the same on behalf of the corporation in the presence of
two subscribing witnesses, freely and voluntarily under authority
duly vested in him by said corporation and that the seal affixed
thereto is the true corporate seal of said corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    )SS:
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take
acknowledgements, personally appeared __________________________,
well known to me and known to be the President of the corporation
named in the foregoing instrument, and that he acknowledged
executing the same on behalf of the corporation in the presence of
two subscribing witnesses, freely and voluntarily under authority
duly vested in him by said corporation and that the seal affixed
thereto is the true corporate seal of said corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:

f:\Corp\032\Hughes\Used\Leaseamd.2                         



                            LEASE AGREEMENT


STATE OF NORTH CAROLINA

COUNTY OF UNION

     THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO, INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

          Showroom & Warehouse - 610 E. Windsor St.,
          Monroe, N.C.





     TO HAVE AND TO HOLD the said premises unto the said Lessee,
for the term of Five (5) years beginning on 1st day of March, 1985
and ending on the 28th day of February, 1990, yielding and paying
therefore during the said term the monthly rental of Six Hundred
Dollars ($600.00) payable in advance on or before the 10th day of
each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee
giving Sixty (60) days notice prior to the expiration of such five
(5) Year term.

     It is further agreed by the Lessee to pay any increase in
property taxes and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but
in such case it will remain liable for the rent.  The Lessee, with
the written consent of the Lessors, may assign this lease, and
thereafter shall be exonerated from all liability under the terms
of this lease or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises.  The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree.  At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building.  If the principal building is
damaged, but not destroyed, the rent payable under the terms of
this lease shall cease until the building is repaired by the
Lessors so as to be suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot
included in this lease, provided that such improvements or
buildings comply with all existing zoning laws, ordinances and
regulations, and so that the existing building shall not be
defaced.  All such improvements shall be at the expense of the
Lessee, and such fixtures shall become a part of the realty.

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his
intention to do so at least six months prior to the expiration of
this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before
any goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their
hand and seals in duplicate this 1st day of March, 1985.

Witnessed by:


_____________________________       UNION WAREHOUSE & TRUCKING COMPANY
                                    "Lessor"

_____________________________       By:_______________________________
SECRETARY               President             (Seal)


_____________________________       USCO, INCORPORATED
                                    "Lessee"

_____________________________       By:_______________________________
ASSISTANT SECRETARY                 President            (Seal)


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION     )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of UNION WAREHOUSE & TRUCKING CO., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company and that its authority duly given.  And the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________



STATE OF NORTH CAROLINA  )
                         )
COUNTY OF _____________  )

     This ____ day of _______________, 199__, personally came before
me _______________________________ who, being by me duly sworn, says
that he is the President of USCO, INCORPORATED, MONROE, N.C., and that
the seal affixed to the foregoing instrument in writing is the
corporate seal of the company, and that its authority duly given, and
the said _____________________________________________ acknowledged
the said writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________


f:\Corp\032\Hughes\Used\Leaseamd.2



                    AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         )SS:
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this 23rd
day of December, 1986 by and between Union Warehouse & Trucking
Company, Monroe, North Carolina, d/b/a Union Warehouse & Realty
Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."


                        W I T N E S S E T H:

     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1, 1985, with regard to
property described as follows:

     113-115 Henderson Street, Monroe, North Carolina

and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants
contained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Lease Agreement as follows:

     9.   The foregoing recitals are true and correct and incorporated
herein by reference.

     10.  The term "Lessor" shall refer to Union Warehouse & Trucking
Company, d/b/a Union Warehouse & Realty Company and its successors and
assigns.  The term "Lessee" shall refer to USCO, Inc. and its
successors and assigns.

     11.  Lessee shall renew the Lease Agreement for one (1)
additional five (5) year period ("Period") commencing upon the
expiration of the initial term referenced therein and ending on
February 28, 1990.  Base Rent for the period shall be One Thousand
Four Hundred Fifty Dollars ($1,450.00) per month.  Commencing on the
1st day of March, 1990 (the "Adjustment Date"), and continuing on the
same day of each year thereafter during the Period, the Base Rent set
forth shall be adjusted in accordance with the following:

          (a)  The Consumer Price Index - U.S. City Average - All
Urban Consumer ("Index") in effect and published during the calendar
month in which the term of the Lease Agreement commenced shall be the
Base Period Index."

          (b)  The Base Period Index shall be compared with the Index
for the same calendar month for the Adjustment Date.  If the Index for
the Adjustment Date is higher than the Base Period Index, then the
monthly rent for the next calendar year of the lease shall be
increased by one hundred percent (100%) of the percentage increase of
the Index for the Adjustment Date over the Base Period Index.

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month is higher
than the Index for the immediately preceding Adjustment Date, then the
rent for the next ensuing one (1) year period shall be increased by
one hundred percent (1008) of the percentage increase of the Index for
the same calendar month over the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month has not
been published, it is agreed that the Index as issued and published
for the latest preceding month shall be used in determining the
Adjustment Rent.

          (c)  If the Bureau of Labor Statistics discontinues
publication of the Index, publishes the Index less frequently, or
alters the Index in a material manner, then the Lessor and Lessee may
adopt a substitute index or procedure which reasonably reflects and
monitors consumer prices as nearly as possible in the same manner as
the Index.

     During the Period, Lessee also shall pay the amount of any annual
taxes and insurance costs in excess of the respective amounts
applicable on March 1, 1985.

     12.  The following provision of the Lease Agreement is deleted in
its entirety:

          It is further agreed by and between the parties
          hereto that should the Lessor choose to use the
          premises herein leased for some other purpose, he
          shall notify the Lessee in writing of his
          intention to do so at least six months prior to
          the expiration of this lease.

     13.  In consideration of the benefits accruing to Lessor under
this Lease Agreement and Lessee's renewal thereof, and other good and
valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5). 
Lessee may exercise this option by delivering a signed written notice
thereof to Lessor not less than sixty (60) days prior to the end of
the renewal period of this Lease Agreement.  If the option is duly
exercised, then this Lease Agreement shall continue in effect pending
closing.  Unless extended pursuant to subparagraph (c) below, for cure
of title objections, closing shall occur on or before February 28,
1995.  If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:

          (a)  Purchase Price.  The purchase price of the Leased
Premises shall be equal to the fair market value of the Leased
Premises as established by the average of two MAI appraisals, one of
which shall be completed by an appraiser selected by the Lessee at
Lessee's expense and one of which shall be completed by an appraiser
selected by the Lessor at Lessor's expense. Such appraisals shall be
completed at least fifteen (15) days prior to closing.

          (b)  Payment.  The purchase price, subject to prorations as
hereinafter provided, shall be payable by cashier's check or wire
transfer at closing.

          (c)  Title Insurance.  On or before thirty (30) days prior
to closing Lessee shall obtain, at Lessor's expense, a Title Insurance
Commitment ("Commitment) as to the Leased Premises issued by an
insurance company acceptable to Lessee agreeing to issue to Lessee a
marketability owner's policy in the amount of the purchase price,
insuring Lessee's title to the Leased Premises with all standard
exceptions deleted except then-current ad valorem taxes and subject
only to those encumbrances and other title matters acceptable to
Lessee ("Permitted Exceptions").  Within five (5) days after receipt
of the Commitment, Lessee shall provide Lessor with written notice of
any encumbrance or title matter which is unsatisfactory to Lessee with
respect to the Leased Premises.  Thereupon, Lessor shall use its best
efforts to cure said objection(s) on or before one hundred twenty
(120) days after Lessor's receipt of Lessee's notice of objection(s),
and closing shall be delayed accordingly.  If Lessor is unable to cure
an objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to terminate
the purchase transaction without liability to Lessor, and without loss
or waiver of Lessee's rights as tenant under the Lease Agreement.

          (d)  Survey. The property may be surveyed prior to closing
at Lessee's expense by a surveyor selected by Lessee.  In the event
the survey reflects any survey matter or defect unacceptable to
Lessee, other than Permitted Exceptions, same shall be treated as an
objection to title and shall be governed by subparagraph (c), above.

          (e)  Documents. At closing, Lessor shall deliver to Lessee:
(1) good, sufficient, marketable fee simple title to the Leased
Premises by General Warranty Deed subject only to the terms of this
Lease Agreement and the Permitted Exceptions; (2) an Affidavit
attesting to the absence of any claim or suit, outstanding judgment,
rights of possession adverse to Lessee's possession, bankruptcy,
assessments, mortgage, financing statement, or claim of lien pending
against Lessor or the Leased Premises, and as to other matters and in
form as reasonably required by Lessee; (3) a Nonforeign Affidavit
attesting that Lessor is not a "foreign person" within the meaning of
Section 1445 of the Internal Revenue Code of 1954, as amended, in the form
as required by Lessee; (4) bill of sale as to fixtures and personalty;
(5) an Assignment of Lessor's rights as landlord under this Lease; and
(6) such other documents as may be reasonably requested by Lessee.

          (f)  Expenses. Lessor shall pay for all recording and
transfer taxes levied on the deed or otherwise payable by virtue of
the purchase and sale transaction, title search fees, and the title
insurance premium.  Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

          (g)  Prorations. Real estate taxes, public assessments not
yet due and payable, rents, security deposits, maintenance, utility
and fuel charges, and all other items normally adjusted at closing,
shall be prorated at closing.

          (h)  Assignment. This option to purchase may be assigned
freely by Lessee together with, or separately from, Lessee's rights as
tenant under this Lease Agreement.

          (i)  Memorandum of Option. Lessor agrees to execute a
recordable Memorandum of this option to purchase upon request by
Lessee.

          (j)  Risk of Loss. Except as otherwise provided in this
Lease Agreement, risk of loss shall pass to Lessee at closing.

          (k)  Possession. Free and unencumbered possession of the
Leased Premises shall be delivered to Lessee by Lessor at closing,
subject, however, to the previously existing rights of Lessee, as
tenant, under this Lease Agreement.

     14.  In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the Lease
Agreement, the party who prevails in any dispute with, or enforcement
effort against the other party, shall be entitled to recover from the
other party such prevailing party's reasonable attorneys' fees and
costs incurred in negotiation, at trial and upon any appeal as the
result of such dispute or enforcement effort.

     15.  During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of the
property and Lessee shall be responsible for all other maintenance
items.

     16.  The parties by execution of this Amendment to Lease
Agreement hereby amend the Lease Agreement as set forth herein, and in
so doing, reaffirm in all respects the term of the Lease Agreement as
so amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by its
officers thereunto duly authorized as of the day and year first above
written.

WITNESSES:                              LESSOR:

                                        UNION WAREHOUSE & TRUCKING
                                        COMPANY


___________________________             By:________________________


___________________________                    (Corporate Seal)


                                        LESSEE: 

                                        USCO, INCORPORATED


___________________________             By:
                                        Its: President

___________________________                    (Corporate Seal)



STATE OF            )
                    )SS :
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared __________________________, well known to me and
known to be the President of the corporation named in the foregoing
instrument, and that he acknowledged executing the same on behalf of
the corporation in the presence of two subscribing witnesses, freely
and voluntarily under authority duly vested in him by said corporation
and that the seal affixed thereto is the true corporate seal of said
corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    )SS:
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared __________________________, well known to me and
known to be the President of the corporation named in the foregoing
instrument, and that he acknowledged executing the same on behalf of
the corporation in the presence of two subscribing witnesses, freely
and voluntarily under authority duly vested in him by said corporation
and that the seal affixed thereto is the true corporate seal of said
corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:

f:\Corp\032\Hughes\Used\Leaseamd.3                           



                            LEASE AGREEMENT


STATE OF NORTH CAROLINA

COUNTY OF UNION

     THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO, INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

          113-115 Henderson Street, Monroe, North Carolina




     TO HAVE AND TO HOLD the said premises unto the said Lessee, for
the term of Five (5) years beginning on 1st day of March, 19__ and
ending on the 28th day of February, 1990, yielding and paying
therefore during the said term the monthly rental of One Thousand Four
Hundred Fifty Dollars ($1,450.00) Dollars payable in advance on or
before the 10th day of each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee giving
Sixty (60) days notice prior to the expiration of such five (5) Year
term.

     It is further agreed by the Lessee to pay any increase in
property taxes and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but in
such case it will remain liable for the rent.  The Lessee, with the
written consent of the Lessors, may assign this lease, and thereafter
shall be exonerated from all liability under the terms of this lease
or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises.  The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree.  At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building.  If the principal building is
damaged, but not destroyed, the rent payable under the terms of this
lease shall cease until the building is repaired by the Lessors so as
to be suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot included
in this lease, provided that such improvements or buildings comply
with all existing zoning laws, ordinances and regulations, and so that
the existing building shall not be defaced.  All such improvements
shall be at the expense of the Lessee, and such fixtures shall become
a part of the realty.

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his intention
to do so at least six months prior to the expiration of this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before any
goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their hand
and seals in duplicate this 1st day of March, 1985.

Witnessed by:


_____________________________       UNION WAREHOUSE & TRUCKING COMPANY
                                    "Lessor"

_____________________________       By:_______________________________
                  SECRETARY               President             (Seal)


_____________________________       USCO, INCORPORATED
                                    "Lessee"

_____________________________       By:_______________________________
          ASSISTANT SECRETARY              President            (Seal)


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of UNION WAREHOUSE & TRUCKING CO., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company and that its authority duly given.  And the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________



STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of USCO, INCORPORATED, MONROE, N.C., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company, and that its authority duly given, and the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________


f:\Corp\032\Hughes\Used\Leaseamd.3



                    AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         )SS:
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this 23rd
day of December, 1986 by and between Union Warehouse & Trucking
Company, Monroe, North Carolina, d/b/a Union Warehouse & Realty
Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."


                        W I T N E S S E T H:

     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1, 1985, with regard to
property described as follows:

     1840 Shelton Avenue, Statesville, N.C.

and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants
contained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Lease Agreement as follows:

     17.  The foregoing recitals are true and correct and incorporated
herein by reference.

     18.  The term "Lessor" shall refer to Union Warehouse & Trucking
Company, d/b/a Union Warehouse & Realty Company and its successors and
assigns.  The term "Lessee" shall refer to USCO, Inc. and its
successors and assigns.

     19.  Lessee shall renew the Lease Agreement for one (1)
additional five (5) year period ("Period") commencing upon the
expiration of the initial term referenced therein and ending on
February 28, 1990.  Base Rent for the period shall be Three Thousand
Two Hundred ($3,200.00) per month.  Commencing on the 1st day of
March, 1990 (the "Adjustment Date"), and continuing on the same day of
each year thereafter during the Period, the Base Rent set forth shall
be adjusted in accordance with the following:

          (a)  The Consumer Price Index - U.S. City Average - All
Urban Consumer ("Index") in effect and published during the calendar
month in which the term of the Lease Agreement commenced shall be the
Base Period Index."

          (b)  The Base Period Index shall be compared with the Index
for the same calendar month for the Adjustment Date.  If the Index for
the Adjustment Date is higher than the Base Period Index, then the
monthly rent for the next calendar year of the lease shall be
increased by one hundred percent (100%) of the percentage increase of
the Index for the Adjustment Date over the Base Period Index.

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month is higher
than the Index for the immediately preceding Adjustment Date, then the
rent for the next ensuing one (1) year period shall be increased by
one hundred percent (1008) of the percentage increase of the Index for
the same calendar month over the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month has not
been published, it is agreed that the Index as issued and published
for the latest preceding month shall be used in determining the
Adjustment Rent.

          (c)  If the Bureau of Labor Statistics discontinues
publication of the Index, publishes the Index less frequently, or
alters the Index in a material manner, then the Lessor and Lessee may
adopt a substitute index or procedure which reasonably reflects and
monitors consumer prices as nearly as possible in the same manner as
the Index.

     During the Period, Lessee also shall pay the amount of any annual
taxes and insurance costs in excess of the respective amounts
applicable on March 1, 1985.

     20.  The following provision of the Lease Agreement is deleted in
its entirety:

          It is further agreed by and between the parties
          hereto that should the Lessor choose to use the
          premises herein leased for some other purpose, he
          shall notify the Lessee in writing of his
          intention to do so at least six months prior to
          the expiration of this lease.

     21.  In consideration of the benefits accruing to Lessor under
this Lease Agreement and Lessee's renewal thereof, and other good and
valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5). 
Lessee may exercise this option by delivering a signed written notice
thereof to Lessor not less than sixty (60) days prior to the end of
the renewal period of this Lease Agreement.  If the option is duly
exercised, then this Lease Agreement shall continue in effect pending
closing.  Unless extended pursuant to subparagraph (c) below, for cure
of title objections, closing shall occur on or before February 28,
1995.  If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:

          (a)  Purchase Price.  The purchase price of the Leased
Premises shall be equal to the fair market value of the Leased
Premises as established by the average of two MAI appraisals, one of
which shall be completed by an appraiser selected by the Lessee at
Lessee's expense and one of which shall be completed by an appraiser
selected by the Lessor at Lessor's expense. Such appraisals shall be
completed at least fifteen (15) days prior to closing.

          (b)  Payment.  The purchase price, subject to prorations as
hereinafter provided, shall be payable by cashier's check or wire
transfer at closing.

          (c)  Title Insurance.  On or before thirty (30) days prior
to closing Lessee shall obtain, at Lessor's expense, a Title Insurance
Commitment ("Commitment) as to the Leased Premises issued by an
insurance company acceptable to Lessee agreeing to issue to Lessee a
marketability owner's policy in the amount of the purchase price,
insuring Lessee's title to the Leased Premises with all standard
exceptions deleted except then-current ad valorem taxes and subject
only to those encumbrances and other title matters acceptable to
Lessee ("Permitted Exceptions").  Within five (5) days after receipt
of the Commitment, Lessee shall provide Lessor with written notice of
any encumbrance or title matter which is unsatisfactory to Lessee with
respect to the Leased Premises.  Thereupon, Lessor shall use its best
efforts to cure said objection(s) on or before one hundred twenty
(120) days after Lessor's receipt of Lessee's notice of objection(s),
and closing shall be delayed accordingly.  If Lessor is unable to cure
an objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to terminate
the purchase transaction without liability to Lessor, and without loss
or waiver of Lessee's rights as tenant under the Lease Agreement.

          (d)  Survey. The property may be surveyed prior to closing
at Lessee's expense by a surveyor selected by Lessee.  In the event
the survey reflects any survey matter or defect unacceptable to
Lessee, other than Permitted Exceptions, same shall be treated as an
objection to title and shall be governed by subparagraph (c), above.

          (e)  Documents. At closing, Lessor shall deliver to Lessee:
(1) good, sufficient, marketable fee simple title to the Leased
Premises by General Warranty Deed subject only to the terms of this
Lease Agreement and the Permitted Exceptions; (2) an Affidavit
attesting to the absence of any claim or suit, outstanding judgment,
rights of possession adverse to Lessee's possession, bankruptcy,
assessments, mortgage, financing statement, or claim of lien pending
against Lessor or the Leased Premises, and as to other matters and in
form as reasonably required by Lessee; (3) a Nonforeign Affidavit
attesting that Lessor is not a "foreign person" within the meaning of
Section 1445 of the Internal Revenue Code of 1954, as amended, in the form
as required by Lessee; (4) bill of sale as to fixtures and personalty;
(5) an Assignment of Lessor's rights as landlord under this Lease; and
(6) such other documents as may be reasonably requested by Lessee.

          (f)  Expenses. Lessor shall pay for all recording and
transfer taxes levied on the deed or otherwise payable by virtue of
the purchase and sale transaction, title search fees, and the title
insurance premium.  Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

          (g)  Prorations. Real estate taxes, public assessments not
yet due and payable, rents, security deposits, maintenance, utility
and fuel charges, and all other items normally adjusted at closing,
shall be prorated at closing.

          (h)  Assignment. This option to purchase may be assigned
freely by Lessee together with, or separately from, Lessee's rights as
tenant under this Lease Agreement.

          (i)  Memorandum of Option. Lessor agrees to execute a
recordable Memorandum of this option to purchase upon request by
Lessee.

          (j)  Risk of Loss. Except as otherwise provided in this
Lease Agreement, risk of loss shall pass to Lessee at closing.

          (k)  Possession. Free and unencumbered possession of the
Leased Premises shall be delivered to Lessee by Lessor at closing,
subject, however, to the previously existing rights of Lessee, as
tenant, under this Lease Agreement.

     22.  In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the Lease
Agreement, the party who prevails in any dispute with, or enforcement
effort against the other party, shall be entitled to recover from the
other party such prevailing party's reasonable attorneys' fees and
costs incurred in negotiation, at trial and upon any appeal as the
result of such dispute or enforcement effort.

     23.  During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of the
property and Lessee shall be responsible for all other maintenance
items.

     24.  The parties by execution of this Amendment to Lease
Agreement hereby amend the Lease Agreement as set forth herein, and in
so doing, reaffirm in all respects the term of the Lease Agreement as
so amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by its
officers thereunto duly authorized as of the day and year first above
written.

WITNESSES:                              LESSOR:

                                        UNION WAREHOUSE & TRUCKING
                                        COMPANY


___________________________             By:________________________


___________________________                    (Corporate Seal)


                                        LESSEE:

                                        USCO, INCORPORATED


___________________________             By:
                                        Its: President

___________________________                    (Corporate Seal)



STATE OF            )
                    )SS :
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared __________________________, well known to me and
known to be the President of the corporation named in the foregoing
instrument, and that he acknowledged executing the same on behalf of
the corporation in the presence of two subscribing witnesses, freely
and voluntarily under authority duly vested in him by said corporation
and that the seal affixed thereto is the true corporate seal of said
corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    )SS:
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared __________________________, well known to me and
known to be the President of the corporation named in the foregoing
instrument, and that he acknowledged executing the same on behalf of
the corporation in the presence of two subscribing witnesses, freely
and voluntarily under authority duly vested in him by said corporation
and that the seal affixed thereto is the true corporate seal of said
corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:

f:\Corp\032\Hughes\Used\Leaseamd.4                           



                            LEASE AGREEMENT


STATE OF NORTH CAROLINA

COUNTY OF UNION

     THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO, INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

          1840 Shelton Avenue, Statesville, N.C.








     TO HAVE AND TO HOLD the said premises unto the said Lessee, for
the term of Five (5) years beginning on 1st day of March, 1985 and
ending on the 28th day of February, 1990, yielding and paying
therefore during the said term the monthly rental of Three Thousand
Two Hundred Dollars ($3,200.00) payable in advance on or before the
10th day of each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee giving
Sixty (60) days notice prior to the expiration of such Five (5) Year
term.

     It is further agreed by the Lessee to pay any increase in
property taxes and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but in
such case it will remain liable for the rent.  The Lessee, with the
written consent of the Lessors, may assign this lease, and thereafter
shall be exonerated from all liability under the terms of this lease
or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises.  The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree.  At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building.  If the principal building is
damaged, but not destroyed, the rent payable under the terms of this
lease shall cease until the building is repaired by the Lessors so as
to be suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot included
in this lease, provided that such improvements or buildings comply
with all existing zoning laws, ordinances and regulations, and so that
the existing building shall not be defaced.  All such improvements
shall be at the expense of the Lessee, and such fixtures shall become
a part of the realty.

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his intention
to do so at least six months prior to the expiration of this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before any
goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their hand
and seals in duplicate this 1st day of March, 1985.

Witnessed by:


_____________________________       UNION WAREHOUSE & TRUCKING COMPANY
                                    "Lessor"

_____________________________       By:_______________________________
                  SECRETARY               President             (Seal)


_____________________________       USCO, INCORPORATED
                                    "Lessee"

_____________________________       By:_______________________________
          ASSISTANT SECRETARY              President            (Seal)


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of UNION WAREHOUSE & TRUCKING CO., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company and that its authority duly given.  And the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________



STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of USCO, INCORPORATED, MONROE, N.C., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company, and that its authority duly given, and the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________


f:\Corp\032\Hughes\Used\Leaseamd.4
                    
                    

                    AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         )SS:
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this 23rd
day of December, 1986 by and between Union Warehouse & Trucking
Company, Monroe, North Carolina, d/b/a Union Warehouse & Realty
Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."


                        W I T N E S S E T H:

     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1, 1985, with regard to
property described as follows:

     1927 S. Tyron Street, Charlotte, N.C.


and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants
contained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Lease Agreement as follows:

     25.  The foregoing recitals are true and correct and incorporated
herein by reference.

     26.  The term "Lessor" shall refer to Union Warehouse & Trucking
Company, d/b/a Union Warehouse & Realty Company and its successors and
assigns.  The term "Lessee" shall refer to USCO, Inc. and its
successors and assigns.

     27.  Lessee shall renew the Lease Agreement for one (1)
additional five (5) year period ("Period") commencing upon the
expiration of the initial term referenced therein and ending on
February 28, 1990.  Base Rent for the period shall be Three Thousand
Five Hundred ($3,500.00) per month.  Commencing on the 1st day of
March, 1990 (the "Adjustment Date"), and continuing on the same day of
each year thereafter during the Period, the Base Rent set forth shall
be adjusted in accordance with the following:

          (a)  The Consumer Price Index - U.S. City Average - All
Urban Consumer ("Index") in effect and published during the calendar
month in which the term of the Lease Agreement commenced shall be the
Base Period Index."

          (b)  The Base Period Index shall be compared with the Index
for the same calendar month for the Adjustment Date.  If the Index for
the Adjustment Date is higher than the Base Period Index, then the
monthly rent for the next calendar year of the lease shall be
increased by one hundred percent (100%) of the percentage increase of
the Index for the Adjustment Date over the Base Period Index.

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month is higher
than the Index for the immediately preceding Adjustment Date, then the
rent for the next ensuing one (1) year period shall be increased by
one hundred percent (100%) of the percentage increase of the Index for
the same calendar month over the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month has not
been published, it is agreed that the Index as issued and published
for the latest preceding month shall be used in determining the
Adjustment Rent.

          (c)  If the Bureau of Labor Statistics discontinues
publication of the Index, publishes the Index less frequently, or
alters the Index in a material manner, then the Lessor and Lessee may
adopt a substitute index or procedure which reasonably reflects and
monitors consumer prices as nearly as possible in the same manner as
the Index.

     During the Period, Lessee also shall pay the amount of any annual
taxes and insurance costs in excess of the respective amounts
applicable on March 1, 1985.

     28.  The following provision of the Lease Agreement is deleted in
its entirety:

          It is further agreed by and between the parties
          hereto that should the Lessor choose to use the
          premises herein leased for some other purpose, he
          shall notify the Lessee in writing of his
          intention to do so at least six months prior to
          the expiration of this lease.

     29.  In consideration of the benefits accruing to Lessor under
this Lease Agreement and Lessee's renewal thereof, and other good and
valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5). 
Lessee may exercise this option by delivering a signed written notice
thereof to Lessor not less than sixty (60) days prior to the end of
the renewal period of this Lease Agreement.  If the option is duly
exercised, then this Lease Agreement shall continue in effect pending
closing.  Unless extended pursuant to subparagraph (c) below, for cure
of title objections, closing shall occur on or before February 28,
1995.  If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:

          (a)  Purchase Price.  The purchase price of the Leased
Premises shall be equal to the fair market value of the Leased
Premises as established by the average of two MAI appraisals, one of
which shall be completed by an appraiser selected by the Lessee at
Lessee's expense and one of which shall be completed by an appraiser
selected by the Lessor at Lessor's expense. Such appraisals shall be
completed at least fifteen (15) days prior to closing.

          (b)  Payment.  The purchase price, subject to prorations as
hereinafter provided, shall be payable by cashier's check or wire
transfer at closing.

          (c)  Title Insurance.  On or before thirty (30) days prior
to closing Lessee shall obtain, at Lessor's expense, a Title Insurance
Commitment ("Commitment) as to the Leased Premises issued by an
insurance company acceptable to Lessee agreeing to issue to Lessee a
marketability owner's policy in the amount of the purchase price,
insuring Lessee's title to the Leased Premises with all standard
exceptions deleted except then-current ad valorem taxes and subject
only to those encumbrances and other title matters acceptable to
Lessee ("Permitted Exceptions").  Within five (5) days after receipt
of the Commitment, Lessee shall provide Lessor with written notice of
any encumbrance or title matter which is unsatisfactory to Lessee with
respect to the Leased Premises.  Thereupon, Lessor shall use its best
efforts to cure said objection(s) on or before one hundred twenty
(120) days after Lessor's receipt of Lessee's notice of objection(s),
and closing shall be delayed accordingly.  If Lessor is unable to cure
an objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to terminate
the purchase transaction without liability to Lessor, and without loss
or waiver of Lessee's rights as tenant under the Lease Agreement.

          (d)  Survey. The property may be surveyed prior to closing
at Lessee's expense by a surveyor selected by Lessee.  In the event
the survey reflects any survey matter or defect unacceptable to
Lessee, other than Permitted Exceptions, same shall be treated as an
objection to title and shall be governed by subparagraph (c), above.

          (e)  Documents. At closing, Lessor shall deliver to Lessee:
(1) good, sufficient, marketable fee simple title to the Leased
Premises by General Warranty Deed subject only to the terms of this
Lease Agreement and the Permitted Exceptions; (2) an Affidavit
attesting to the absence of any claim or suit, outstanding judgment,
rights of possession adverse to Lessee's possession, bankruptcy,
assessments, mortgage, financing statement, or claim of lien pending
against Lessor or the Leased Premises, and as to other matters and in
form as reasonably required by Lessee; (3) a Nonforeign Affidavit
attesting that Lessor is not a "foreign person" within the meaning of
Section 1445 of the Internal Revenue Code of 1954, as amended, in the form
as required by Lessee; (4) bill of sale as to fixtures and personalty;
(5) an Assignment of Lessor's rights as landlord under this Lease; and
(6) such other documents as may be reasonably requested by Lessee.

          (f)  Expenses. Lessor shall pay for all recording and
transfer taxes levied on the deed or otherwise payable by virtue of
the purchase and sale transaction, title search fees, and the title
insurance premium.  Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

          (g)  Prorations. Real estate taxes, public assessments not
yet due and payable, rents, security deposits, maintenance, utility
and fuel charges, and all other items normally adjusted at closing,
shall be prorated at closing.

          (h)  Assignment. This option to purchase may be assigned
freely by Lessee together with, or separately from, Lessee's rights as
tenant under this Lease Agreement.

          (i)  Memorandum of Option. Lessor agrees to execute a
recordable Memorandum of this option to purchase upon request by
Lessee.

          (j)  Risk of Loss. Except as otherwise provided in this
Lease Agreement, risk of loss shall pass to Lessee at closing.

          (k)  Possession. Free and unencumbered possession of the
Leased Premises shall be delivered to Lessee by Lessor at closing,
subject, however, to the previously existing rights of Lessee, as
tenant, under this Lease Agreement.

     30.  In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the Lease
Agreement, the party who prevails in any dispute with, or enforcement
effort against the other party, shall be entitled to recover from the
other party such prevailing party's reasonable attorneys' fees and
costs incurred in negotiation, at trial and upon any appeal as the
result of such dispute or enforcement effort.

     31.  During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of the
property and Lessee shall be responsible for all other maintenance
items.

     32.  The parties by execution of this Amendment to Lease
Agreement hereby amend the Lease Agreement as set forth herein, and in
so doing, reaffirm in all respects the term of the Lease Agreement as
so amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by its
officers thereunto duly authorized as of the day and year first above
written.

WITNESSES:                              LESSOR:

                                        UNION WAREHOUSE & TRUCKING
                                        COMPANY


___________________________             By:________________________


___________________________                    (Corporate Seal)


                                        LESSEE:

                                        USCO, INCORPORATED


___________________________             By:
                                        Its: President

___________________________                    (Corporate Seal)



STATE OF            )
                    )SS :
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared __________________________, well known to me and
known to be the President of the corporation named in the foregoing
instrument, and that he acknowledged executing the same on behalf of
the corporation in the presence of two subscribing witnesses, freely
and voluntarily under authority duly vested in him by said corporation
and that the seal affixed thereto is the true corporate seal of said
corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    )SS:
COUNTY OF           )

     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgements,
personally appeared __________________________, well known to me and
known to be the President of the corporation named in the foregoing
instrument, and that he acknowledged executing the same on behalf of
the corporation in the presence of two subscribing witnesses, freely
and voluntarily under authority duly vested in him by said corporation
and that the seal affixed thereto is the true corporate seal of said
corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this ___ day of ______________, 199__.

                                        ___________________________
                                        NOTARY PUBLIC

                                        My Commission Expires:

f:\Corp\032\Hughes\Used\Leaseamd.5                           



                            LEASE AGREEMENT


STATE OF NORTH CAROLINA

COUNTY OF UNION

     THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO, INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

          1927 S. Tyron Street, Charlotte, N.C.








     TO HAVE AND TO HOLD the said premises unto the said Lessee, for
the term of Five (5) years beginning on 1st day of March, 1985 and
ending on the 28th day of February, 1990, yielding and paying
therefore during the said term the monthly rental of Three Thousand
Five Hundred Dollars ($3,500.00) payable in advance on or before the
10th day of each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee giving
Sixty (60) days notice prior to the expiration of such Five (5) Year
term.

     It is further agreed by the Lessee to pay any increase in
property taxes and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but in
such case it will remain liable for the rent.  The Lessee, with the
written consent of the Lessors, may assign this lease, and thereafter
shall be exonerated from all liability under the terms of this lease
or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises.  The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree.  At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building.  If the principal building is
damaged, but not destroyed, the rent payable under the terms of this
lease shall cease until the building is repaired by the Lessors so as
to be suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot included
in this lease, provided that such improvements or buildings comply
with all existing zoning laws, ordinances and regulations, and so that
the existing building shall not be defaced.  All such improvements
shall be at the expense of the Lessee, and such fixtures shall become
a part of the realty.

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his intention
to do so at least six months prior to the expiration of this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before any
goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their hand
and seals in duplicate this 1st day of March, 1985.

Witnessed by:


_____________________________       UNION WAREHOUSE & TRUCKING COMPANY
                                    "Lessor"

_____________________________       By:_______________________________
                  SECRETARY               President             (Seal)


_____________________________       USCO, INCORPORATED
                                    "Lessee"


_____________________________       By:_______________________________
          ASSISTANT SECRETARY              President            (Seal)


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of UNION WAREHOUSE & TRUCKING CO., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company and that its authority duly given.  And the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________



STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )

     This 1st day of March, 1985, personally came before me
_______________________________ who, being by me duly sworn, says that
he is the President of USCO, INCORPORATED, MONROE, N.C., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company, and that its authority duly given, and the said
_____________________________________________ acknowledged the said
writing to be the act and deed of said corporation.

                                    _______________________________
                                    Notary Public

My Commission expires: ______________________


f:\Corp\032\Hughes\Used\Leaseamd.5



                    AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         ) SS :
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this ___
day of December, 1986 by and between Union Warehouse & Trucking
Company, Monroe, North Carolina, d/b/a Union Warehouse & Realty
Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."

                        W I T N E S S E T H:


     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1 , 1985, with regard to
property described as follows:

                   602 Rigsbee Ave., Durham, N.C.

and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants con-
tained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Lease Agreement as follows:

     1. The foregoing recitals are true and correct and incorporated
herein by reference.

     2. The term "Lessor" shall refer to Union Warehouse & Trucking
Company, d/b/a Union Warehouse & Realty Company and its successors and
assigns. The term "Lessee" shall refer to USCO, Inc. and its
successors and assigns.

     3. Lessee shall renew the Lease Agreement for one (1) additional
five (5) year period ("Period") commencing upon the expiration of the
initial term referenced therein and ending on expiration of the
initial term referenced therein and ending on February 28, 1990.  Base
Rent for the period shall be Two Thousand Three Hundred Dollars
($2,300.00) per month. Commencing on the 1st day of March, 1990 (the
"Adjustment Date"), and continuing on the same day of each year
thereafter during the Period, the Base Rent set forth shall be
adjusted in accordance with the following:

     (a) The Consumer Price Index - U.S. City Average - All Urban
Consumer ("Index") in effect and published during the calendar month
in which the term of the Lease Agreement commenced shall be the "Base
Period Index."

     (b) The Base Period Index shall be compared with the Index for
the same calendar month for the AdJustment Date. If the Index for the
Adjustment Date is higher than the Base Period Index, then the monthly
rent for the next calendar year of the lease shall be increased by one
hundred percent (100%) of the percentage increase of the Index for the
Adjustment Date over the Base Period Index. 

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date. If the Index for the same calendar month is higher
than the Index for the immediately preceding Adjustment Date, then the
rent for the next ensuing one (1) year period shall be increased by
one hundred percent (100%) of the percentage increase of the Index for
the same calendar month over the Index for the immediately preceding
Adjustment Date. If the Index for the same calendar month has not been
published, it is agreed that the Index as issued and published for the
latest preceding month shall be used in determining the Adjustment
Rent.

     (c) If the Bureau of Labor Statistics discontinues publication of
the Index, publishes the Index less frequently, or alters the Index in
a material manner, then the Lessor and Lessee may adopt a substitute
index or procedure which reasonably reflects and monitors consumer
prices as nearly as possible in the same manner as the Index.

     During the Period, Lessee also shall pay the amount of any annual
taxes and insurance costs in excess of the respective amounts
applicable on March 1, 1985.

     4. The following provision of the Lease Agreement is deleted in
its entirety:

          It is further agreed by and between the parties
          hereto that should the Lessor choose to use the
          premises herein leased for some other purpose, he
          shall notify the Lessee in writing of his
          intention to do so at least six months prior to
          the expiration of this lease.

     5. In consideration of the benefits accruing to Lessor under this
Lease Agreement and Lessee's renewal thereof, and other good and
valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5).
Lessee may exercise this option by delivering a signed written notice
thereof to Lessor not less than sixty (60) days prior to the end of
the renewal period of this Lease Agreement. If the option is duly
exercised, then this Lease Agreement shall continue in effect pending
closing. Unless extended pursuant to subparagraph (c) below, for cure
of title objections, closing shall occur on or before February 28,
1995.  If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:

     (a) Purchase Price. The purchase price of the Leased Premises
shall be equal to the fair market value of the Leased Premises as
established by the average of two MAI appraisals, one of which shall
be completed by an appraiser selected by the Lessee at Lessee's
expense and one of which shall be completed by an appraiser selected
by the Lessor at Lessor's expense. Such appraisals shall be completed
at least fifteen (15) days prior to closing.

     (b) Payment. The purchase price, subject to prorations as
hereinafter provided, shall be payable by cashier's check or wire
transfer at closing.

     (c) Title Insurance. On or before thirty (30) days prior to
closing Lessee shall obtain, at Lessor's expense, a Title Insurance
Commitment ("Commitment") as to the Leased Premises issued by an
insurance company acceptable to Lessee agreeing to issue to Lessee a
marketability owner's policy in the amount of the purchase price,
insuring Lessee's title to the Leased Premises with all standard
exceptions deleted except then current ad valorem taxes and subject
only to those encumbrances and other title matters acceptable to
Lessee ("Permitted Exceptions"). Within five (5) days after receipt of
the Commitment, Lessee shall provide Lessor with written notice of any
encumbrance or title matter which is unsatisfactory to Lessee with
respect to the Leased Premises. Thereupon, Lessor shall use its best
efforts to cure said objection(s) on or before one hundred twenty
(120) days after Lessor's receipt of Lessee's notice of objection(s),
and closing shall be delayed accordingly. If Lessor is unable to cure
an objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to terminate
the purchase transaction without liability to Lessor, and without loss
or waiver of Lessee's rights as tenant under the Lease Agreement.

     (d) Survey. The property may be surveyed prior to closing at
Lessee's expense by a surveyor selected by Lessee. In the event the
survey reflects any survey matter or defect unacceptable to Lessee,
other than Permitted Exceptions, same shall be treated as an objection
to title and shall be governed by subparagraph (c), above.

     (e) Documents. At closing, Lessor shall deliver to Lessee: (1)
good, sufficient, marketable fee simple title to the Leased Premises
by General Warranty Deed subject only to the terms of this Lease
Agreement and the Permitted Exceptions; (2) an Affidavit attesting to
the absence of any claim or suit, outstanding judgment, rights of
possession adverse to Lessee's possession, bankruptcy, assessments,
mortgage, financing statement, or claim of lien pending against Lessor
or the Leased Premises, and as to other matters and in form as
reasonably required by Lessee; (3) a Nonforeign Affidavit attesting
that Lessor is not a "foreign person" within the meaning of Section 1445 of
the Internal Revenue Code of 1954, as amended, in the form as required
by Lessee; (4) bill of sale as to fixtures and personalty; (5) an
Assignment of Lessor's rights as landlord under this Lease; and (6)
such other documents as may be reasonably requested by Lessee.

     (f) Expenses. Lessor shall pay for all recording and transfer
taxes levied on the deed or otherwise payable by virtue of the
purchase and sale transaction, title search fees, and the title
insurance premium. Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

     (g) Prorations. Real estate taxes, public assessments not yet due
and payable, rents, security deposits, maintenance, utility and fuel
charges, and all other items normally adjusted at closing, shall be
prorated at closing.

     (h) Assignment. This option to purchase may be assigned freely by
Lessee together with, or separately from, Lessee's rights as tenant
under this Lease Agreement.

     (i) Memorandum of Option. Lessor agrees to execute a recordable
Memorandum of this option to purchase upon request by Lessee.

     (j) Risk of Loss. Except as otherwise provided in this Lease
Agreement, risk of loss shall pass to Lessee at closing.

     (k) Possession. Free and unencumbered possession of the Leased
Premises shall be delivered to Lessee by Lessor at
closing, subject, however, to the previously existing rights of
Lessee, as tenant, under this Lease Agreement.

     6. In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the Lease
Agreement, the party who prevails in any dispute with, or enforcement
effort against the other party, shall be entitled to recover from the
other party such prevailing party's reasonable attorneys' fees and
costs incurred in negotiation, at trial and upon any appeal as the
result of such dispute or enforcement effort.

     7. During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of the
property and Lessee shall be responsible for all other maintenance
items.

     8. The parties by execution of this Amendment to Lease Agreement
hereby amend the Lease Agreement as set forth herein, and in so doing,
reaffirm in all respects the term of the Lease Agreement as so
amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by its
officers thereunto duly authorized as of the day and year first above
written.


WITNESSES:                       LESSOR:
                                 UNION WAREHOUSE & TRUCKING
                                 COMPANY                      


                                 By:
                                 Its:  President


                                      (Corporate Seal)


                                 LESSEE:

                                 USCO, INCORPORATED

                                 
                                 By: 
                                 Its:  President


                                      (Corporate Seal)
                                      
STATE OF            )
                    ) SS :
COUNTY OF           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments,
personally appeared                                    , well known to
me and known to be the President of the corporation named in the
foregoing instrument, and that he acknowledged executing the same on
behalf of the corporation in the presence of two subscribing
witnesses, freely and voluntarily under authority duly vested in him
by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this       day of                        year, 1986.


                                                                    
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    ) SS :
COUNTY OF           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments,
personally appeared                                     well known to
me and known to be the President of the corporation named in the
foregoing instrument, and that he acknowledged executing the same on
behalf of the corporation in the presence of two subscribing
witnesses, freely and voluntarily under authority duly vested in him
by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this       day of                        year, 1986.


                                                                    
                                        NOTARY PUBLIC

                                        My Commission Expires:



                            LEASE AGREEMENT


STATE OF North Carolina

COUNTY OF Union


          THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

                   602 Rigsbee Ave., Durham, N.C.



     TO HAVE AND TO HOLD the said premises unto the said Lessee, for
the term of FIVE (5) years beginning on 1st day of March, 1985 and
ending on 28th day of February 1990, yielding and paying therefore
during the said term the monthly rental of Two Thousand Three Hundred
Dollars ($2,300.00) Dollars payable in advance on or before the 10th
day of each month.  

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee giving
Sixty (60) days notice prior to the expiration of such FIVE (5) Year
term.

     It is further agreed by the Lessee to pay any increase in
property care and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but in
such case it will remain liable for the rent. The Lessee, with the
written consent of the Lessors, may assign this lease, and thereafter
shall be exonerated from all liability under the terms of this lease
or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises. The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree. At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building. If the principal building is damaged,
but not destroyed, the rent payable under the terms of this lease
shall cease until the building is repaired by the Lessors so as to be
suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot included
in this lease, provided that such improvements or buildings comply
with all existing zoning laws, ordinances and regulations, and so that
the existing building shall not be defaced. All such improvements
shall be at the expense of the Lessee, and such fixtures shall become
a part of the realty. 

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his intention
to do so at least six months prior to the expiration of this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before any
goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their hand
and seals in duplicate this 1st day of March, 1985.

Witnessed by:
                                                 LESSOR

                                      UNION WAREHOUSE & TRUCKING CO.


                                      By:
                                      Its:  President
                                                              (Seal)
               Secretary
                                                 LESSEE

                                      USCO, INCORPORATED


                                      By: 
                                      Its:  President
                                                              (Seal)
               Secretary

STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


     This 1st day of March, 1985, personally came before me
_________________________, who, being by me duly sworn, says that he
is the President of UNION WAREHOUSE & TRUCKING CO., and that the seal
affixes to the foregoing instrument in writing is the corporate seal
of the company, and that its authority duly given. And the said -
___________________________, acknowledged the said writing to be the
act and deed of said corporation.



                                                                    
                                        Notary Public

My commission expires:                  


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


     This 1st day of March, 1995, personally came before me -
______________________________, who, being by me duly sworn, says that
he is the President of USCO, INCORPORATED, MONROE, N. C., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company, and that its authority duly given, and the said
______________________________, acknowledged the said writing to be
the act and deed of said corporation.


                                                                    
                                        Notary Public

My commission expires:                  




F:\CORP\032\HUGHES\USED\LEASEAMD.6
                   
                   
                   
                   AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         ) SS :
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this 23rd
day of December, 1986 by and between Union Warehouse & Trucking
Company, Monroe, North Carolina, d/b/a Union Warehouse & Realty
Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."

                        W I T N E S S E T H:


     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1 , 1985, with regard to
property described as follows:

                  Greenhouse Road, Pinehurst, N.C.

and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants con-
tained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Lease Agreement as follows:

     1. The foregoing recitals are true and correct and incorporated
herein by reference.

     2. The term "Lessor" shall refer to Union Warehouse & Trucking
Company, d/b/a Union Warehouse & Realty Company and its successors and
assigns. The term "Lessee" shall refer to USCO, Inc. and its
successors and assigns.

     3. Lessee shall renew the Lease Agreement for one (1) additional
five (5) year period ("Period") commencing upon the expiration of the
initial term referenced therein and ending on expiration of the
initial term referenced therein and ending on February 28, 1990.  Base
Rent for the period shall be One Thousand Two Hundred Dollars
($1,200.00) per month. Commencing on the 1st day of March, 1990 (the
"Adjustment Date"), and continuing on the same day of each year
thereafter during the Period, the Base Rent set forth shall be
adjusted in accordance with the following:

     (a) The Consumer Price Index - U.S. City Average - All Urban
Consumer ("Index") in effect and published during the calendar month
in which the term of the Lease Agreement commenced shall be the "Base
Period Index."

     (b) The Base Period Index shall be compared with the Index for
the same calendar month for the AdJustment Date. If the Index for the
Adjustment Date is higher than the Base Period Index, then the monthly
rent for the next calendar year of the lease shall be increased by one
hundred percent (100%) of the percentage increase of the Index for the
Adjustment Date over the Base Period Index. 

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date. If the Index for the same calendar month is higher
than the Index for the immediately preceding Adjustment Date, then the
rent for the next ensuing one (1) year period shall be increased by
one hundred percent (100%) of the percentage increase of the Index for
the same calendar month over the Index for the immediately preceding
Adjustment Date. If the Index for the same calendar month has not been
published, it is agreed that the Index as issued and published for the
latest preceding month shall be used in determining the Adjustment
Rent.

     (c) If the Bureau of Labor Statistics discontinues publication of
the Index, publishes the Index less frequently, or alters the Index in
a material manner, then the Lessor and Lessee may adopt a substitute
index or procedure which reasonably reflects and monitors consumer
prices as nearly as possible in the same manner as the Index.

     During the Period, Lessee also shall pay the amount of any annual
taxes and insurance costs in excess of the respective amounts
applicable on March 1, 1985.

     4. The following provision of the Lease Agreement is deleted in
its entirety:

          It is further agreed by and between the parties
          hereto that should the Lessor choose to use the
          premises herein leased for some other purpose, he
          shall notify the Lessee in writing of his
          intention to do so at least six months prior to
          the expiration of this lease.

     5. In consideration of the benefits accruing to Lessor under this
Lease Agreement and Lessee's renewal thereof, and other good and
valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5).
Lessee may exercise this option by delivering a signed written notice
thereof to Lessor not less than sixty (60) days prior to the end of
the renewal period of this Lease Agreement. If the option is duly
exercised, then this Lease Agreement shall continue in effect pending
closing. Unless extended pursuant to subparagraph (c) below, for cure
of title objections, closing shall occur on or before February 28,
1995.  If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:

     (a) Purchase Price. The purchase price of the Leased Premises
shall be equal to the fair market value of the Leased Premises as
established by the average of two MAI appraisals, one of which shall
be completed by an appraiser selected by the Lessee at Lessee's
expense and one of which shall be completed by an appraiser selected
by the Lessor at Lessor's expense. Such appraisals shall be completed
at least fifteen (15) days prior to closing.

     (b) Payment. The purchase price, subject to prorations as
hereinafter provided, shall be payable by cashier's check or wire
transfer at closing.

     (c) Title Insurance. On or before thirty (30) days prior to
closing Lessee shall obtain, at Lessor's expense, a Title Insurance
Commitment ("Commitment") as to the Leased Premises issued by an
insurance company acceptable to Lessee agreeing to issue to Lessee a
marketability owner's policy in the amount of the purchase price,
insuring Lessee's title to the Leased Premises with all standard
exceptions deleted except then current ad valorem taxes and subject
only to those encumbrances and other title matters acceptable to
Lessee ("Permitted Exceptions"). Within five (5) days after receipt of
the Commitment, Lessee shall provide Lessor with written notice of any
encumbrance or title matter which is unsatisfactory to Lessee with
respect to the Leased Premises. Thereupon, Lessor shall use its best
efforts to cure said objection(s) on or before one hundred twenty
(120) days after Lessor's receipt of Lessee's notice of objection(s),
and closing shall be delayed accordingly. If Lessor is unable to cure
an objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to terminate
the purchase transaction without liability to Lessor, and without loss
or waiver of Lessee's rights as tenant under the Lease Agreement.

     (d) Survey. The property may be surveyed prior to closing at
Lessee's expense by a surveyor selected by Lessee. In the event the
survey reflects any survey matter or defect unacceptable to Lessee,
other than Permitted Exceptions, same shall be treated as an objection
to title and shall be governed by subparagraph (c), above.

     (e) Documents. At closing, Lessor shall deliver to Lessee: (1)
good, sufficient, marketable fee simple title to the Leased Premises
by General Warranty Deed subject only to the terms of this Lease
Agreement and the Permitted Exceptions; (2) an Affidavit attesting to
the absence of any claim or suit, outstanding judgment, rights of
possession adverse to Lessee's possession, bankruptcy, assessments,
mortgage, financing statement, or claim of lien pending against Lessor
or the Leased Premises, and as to other matters and in form as
reasonably required by Lessee; (3) a Nonforeign Affidavit attesting
that Lessor is not a "foreign person" within the meaning of Section 1445 of
the Internal Revenue Code of 1954, as amended, in the form as required
by Lessee; (4) bill of sale as to fixtures and personalty; (5) an
Assignment of Lessor's rights as landlord under this Lease; and (6)
such other documents as may be reasonably requested by Lessee.

     (f) Expenses. Lessor shall pay for all recording and transfer
taxes levied on the deed or otherwise payable by virtue of the
purchase and sale transaction, title search fees, and the title
insurance premium. Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

     (g) Prorations. Real estate taxes, public assessments not yet due
and payable, rents, security deposits, maintenance, utility and fuel
charges, and all other items normally adjusted at closing, shall be
prorated at closing.

     (h) Assignment. This option to purchase may be assigned freely by
Lessee together with, or separately from, Lessee's rights as tenant
under this Lease Agreement.

     (i) Memorandum of Option. Lessor agrees to execute a recordable
Memorandum of this option to purchase upon request by Lessee.

     (j) Risk of Loss. Except as otherwise provided in this Lease
Agreement, risk of loss shall pass to Lessee at closing.

     (k) Possession. Free and unencumbered possession of the Leased
Premises shall be delivered to Lessee by Lessor at
closing, subject, however, to the previously existing rights of
Lessee, as tenant, under this Lease Agreement.

     6. In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the Lease
Agreement, the party who prevails in any dispute with, or enforcement
effort against the other party, shall be entitled to recover from the
other party such prevailing party's reasonable attorneys' fees and
costs incurred in negotiation, at trial and upon any appeal as the
result of such dispute or enforcement effort.

     7. During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of the
property and Lessee shall be responsible for all other maintenance
items.

     8. The parties by execution of this Amendment to Lease Agreement
hereby amend the Lease Agreement as set forth herein, and in so doing,
reaffirm in all respects the term of the Lease Agreement as so
amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by its
officers thereunto duly authorized as of the day and year first above
written.


WITNESSES:                                       LESSOR:

                                        UNION WAREHOUSE & TRUCKING
                                        COMPANY

                                        
                                        By:
                                        Its:  President


                                             (Corporate Seal)


                                                 LESSEE:

                                        USCO, INCORPORATED


                                        By:
                                        Its:  President


                                             (Corporate Seal)
                                             
STATE OF            )
                    ) SS :
COUNTY OF           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments,
personally appeared                                    , well known to
me and known to be the President of the corporation named in the
foregoing instrument, and that he acknowledged executing the same on
behalf of the corporation in the presence of two subscribing
witnesses, freely and voluntarily under authority duly vested in him
by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this       day of                        year, 1986.


                                                                    
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    ) SS :
COUNTY OF           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments,
personally appeared                                     well known to
me and known to be the President of the corporation named in the
foregoing instrument, and that he acknowledged executing the same on
behalf of the corporation in the presence of two subscribing
witnesses, freely and voluntarily under authority duly vested in him
by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this       day of                        year, 1986.


                                                                    
                                        NOTARY PUBLIC

                                        My Commission Expires:

                            LEASE AGREEMENT


STATE OF North Carolina

COUNTY OF Union


          THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

                  Greenhouse Road, Pinehurst, N.C.


     TO HAVE AND TO HOLD the said premises unto the said Lessee, for
the term of FIVE (5) years beginning on 1st day of March, 1985 and
ending on 28th day of February 1990, yielding and paying therefore
during the said term the monthly rental of One Thousand Two Hundred
Dollars ($1,200.00) Dollars payable in advance on or before the 10th
day of each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee giving
Sixty (60) days notice prior to the expiration of such FIVE (5) Year
term.

     It is further agreed by the Lessee to pay any increase in
property care and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but in
such case it will remain liable for the rent. The Lessee, with the
written consent of the Lessors, may assign this lease, and thereafter
shall be exonerated from all liability under the terms of this lease
or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises. The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree. At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building. If the principal building is damaged,
but not destroyed, the rent payable under the terms of this lease
shall cease until the building is repaired by the Lessors so as to be
suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot included
in this lease, provided that such improvements or buildings comply
with all existing zoning laws, ordinances and regulations, and so that
the existing building shall not be defaced. All such improvements
shall be at the expense of the Lessee, and such fixtures shall become
a part of the realty. 

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his intention
to do so at least six months prior to the expiration of this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before any
goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their hand
and seals in duplicate this 1st day of March, 1985.

Witnessed by:
                                                  LESSOR

                                      UNION WAREHOUSE & TRUCKING CO.


                                      By:
                Secretary             Its:  President         
                                                              (Seal)

                               
                                                  LESSEE

                                      USCO, INCORPORATED


                                      By:  
                                      Its:  President
                Secretary                                     (Seal)


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


     This 1st day of March, 1985, personally came before me
_________________________, who, being by me duly sworn, says that he
is the President of UNION WAREHOUSE & TRUCKING CO., and that the seal
affixes to the foregoing instrument in writing is the corporate seal
of the company, and that its authority duly given. And the said -
___________________________, acknowledged the said writing to be the
act and deed of said corporation.



                                                                    
                                        Notary Public

My commission expires:                  


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


     This 1st day of March, 1995, personally came before me -
______________________________, who, being by me duly sworn, says that
he is the President of USCO, INCORPORATED, MONROE, N.C., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company, and that its authority duly given, and the said
______________________________, acknowledged the said writing to be
the act and deed of said corporation.


                                                                    
                                        Notary Public

My commission expires:                  




F:\CORP\032\HUGHES\USED\LEASEAMD.8
                    
                    
                    
                    AMENDMENT TO LEASE AGREEMENT

STATE OF NORTH CAROLINA  )
                         ) SS :
COUNTY OF UNION          )

     THIS Amendment to Lease Agreement ("Amendment") is made this 23rd
day of December, 1986 by and between Union Warehouse & Trucking
Company, Monroe, North Carolina, d/b/a Union Warehouse & Realty
Company, hereinafter referred to as "Lessor" and USCO, Inc.,
hereinafter referred to as "Lessee."

                        W I T N E S S E T H:


     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated March 1 , 1985, with regard to
property described as follows:

               1065 Sunset Blvd., West Columbia, S.C.

and;

     WHEREAS, Lessor and Lessee desire to further clarify and amend
the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants con-
tained herein and the payment by Lessee to Lessor of Ten Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged,
the parties agree to amend the Lease Agreement as follows:

     1. The foregoing recitals are true and correct and incorporated
herein by reference.

     2. The term "Lessor" shall refer to Union Warehouse & Trucking
Company, d/b/a Union Warehouse & Realty Company and its successors and
assigns. The term "Lessee" shall refer to USCO, Inc. and its
successors and assigns.

     3. Lessee shall renew the Lease Agreement for one (1) additional
five (5) year period ("Period") commencing upon the expiration of the
initial term referenced therein and ending on expiration of the
initial term referenced therein and ending on February 28, 1990.  Base
Rent for the period shall be Three Thousand Four Hundred Dollars
($3,400.00) per month. Commencing on the 1st day of March, 1990 (the
"Adjustment Date"), and continuing on the same day of each year
thereafter during the Period, the Base Rent set forth shall be
adjusted in accordance with the following:

     (a) The Consumer Price Index - U.S. City Average - All Urban
Consumer ("Index") in effect and published during the calendar month
in which the term of the Lease Agreement commenced shall be the "Base
Period Index."

     (b) The Base Period Index shall be compared with the Index for
the same calendar month for the AdJustment Date. If the Index for the
Adjustment Date is higher than the Base Period Index, then the monthly
rent for the next calendar year of the lease shall be increased by one
hundred percent (100%) of the percentage increase of the Index for the
Adjustment Date over the Base Period Index. 

     Every year thereafter, the Index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date. If the Index for the same calendar month is higher
than the Index for the immediately preceding Adjustment Date, then the
rent for the next ensuing one (1) year period shall be increased by
one hundred percent (100%) of the percentage increase of the Index for
the same calendar month over the Index for the immediately preceding
Adjustment Date. If the Index for the same calendar month has not been
published, it is agreed that the Index as issued and published for the
latest preceding month shall be used in determining the Adjustment
Rent.

     (c) If the Bureau of Labor Statistics discontinues publication of
the Index, publishes the Index less frequently, or alters the Index in
a material manner, then the Lessor and Lessee may adopt a substitute
index or procedure which reasonably reflects and monitors consumer
prices as nearly as possible in the same manner as the Index.

     During the Period, Lessee also shall pay the amount of any annual
taxes and insurance costs in excess of the respective amounts
applicable on March 1, 1985.

     4. The following provision of the Lease Agreement is deleted in
its entirety:

          It is further agreed by and between the parties
          hereto that should the Lessor choose to use the
          premises herein leased for some other purpose, he
          shall notify the Lessee in writing of his
          intention to do so at least six months prior to
          the expiration of this lease.

     5. In consideration of the benefits accruing to Lessor under this
Lease Agreement and Lessee's renewal thereof, and other good and
valuable consideration the receipt and sufficiency of which is
acknowledged by Lessor, Lessor does hereby grant to Lessee an
irrevocable option to purchase the property described in the Lease
Agreement ("Leased Premises") and all fixtures, equipment and
personalty owned by Lessor and located on the Leased Premises
(collectively called the "Leased Premises" in this Paragraph 5).
Lessee may exercise this option by delivering a signed written notice
thereof to Lessor not less than sixty (60) days prior to the end of
the renewal period of this Lease Agreement. If the option is duly
exercised, then this Lease Agreement shall continue in effect pending
closing. Unless extended pursuant to subparagraph (c) below, for cure
of title objections, closing shall occur on or before February 28,
1995.  If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:

     (a) Purchase Price. The purchase price of the Leased Premises
shall be equal to the fair market value of the Leased Premises as
established by the average of two MAI appraisals, one of which shall
be completed by an appraiser selected by the Lessee at Lessee's
expense and one of which shall be completed by an appraiser selected
by the Lessor at Lessor's expense. Such appraisals shall be completed
at least fifteen (15) days prior to closing.

     (b) Payment. The purchase price, subject to prorations as
hereinafter provided, shall be payable by cashier's check or wire
transfer at closing.

     (c) Title Insurance. On or before thirty (30) days prior to
closing Lessee shall obtain, at Lessor's expense, a Title Insurance
Commitment ("Commitment") as to the Leased Premises issued by an
insurance company acceptable to Lessee agreeing to issue to Lessee a
marketability owner's policy in the amount of the purchase price,
insuring Lessee's title to the Leased Premises with all standard
exceptions deleted except then current ad valorem taxes and subject
only to those encumbrances and other title matters acceptable to
Lessee ("Permitted Exceptions"). Within five (5) days after receipt of
the Commitment, Lessee shall provide Lessor with written notice of any
encumbrance or title matter which is unsatisfactory to Lessee with
respect to the Leased Premises. Thereupon, Lessor shall use its best
efforts to cure said objection(s) on or before one hundred twenty
(120) days after Lessor's receipt of Lessee's notice of objection(s),
and closing shall be delayed accordingly. If Lessor is unable to cure
an objection to title, Lessee shall have the option to proceed with
the purchase, with a corresponding reduction in price, or to terminate
the purchase transaction without liability to Lessor, and without loss
or waiver of Lessee's rights as tenant under the Lease Agreement.

     (d) Survey. The property may be surveyed prior to closing at
Lessee's expense by a surveyor selected by Lessee. In the event the
survey reflects any survey matter or defect unacceptable to Lessee,
other than Permitted Exceptions, same shall be treated as an objection
to title and shall be governed by subparagraph (c), above.

     (e) Documents. At closing, Lessor shall deliver to Lessee: (1)
good, sufficient, marketable fee simple title to the Leased Premises
by General Warranty Deed subject only to the terms of this Lease
Agreement and the Permitted Exceptions; (2) an Affidavit attesting to
the absence of any claim or suit, outstanding judgment, rights of
possession adverse to Lessee's possession, bankruptcy, assessments,
mortgage, financing statement, or claim of lien pending against Lessor
or the Leased Premises, and as to other matters and in form as
reasonably required by Lessee; (3) a Nonforeign Affidavit attesting
that Lessor is not a "foreign person" within the meaning of Section 1445 of
the Internal Revenue Code of 1954, as amended, in the form as required
by Lessee; (4) bill of sale as to fixtures and personalty; (5) an
Assignment of Lessor's rights as landlord under this Lease; and (6)
such other documents as may be reasonably requested by Lessee.

     (f) Expenses. Lessor shall pay for all recording and transfer
taxes levied on the deed or otherwise payable by virtue of the
purchase and sale transaction, title search fees, and the title
insurance premium. Lessee shall pay for the cost of the survey, if
obtained, and for the MAI appraisal.

     (g) Prorations. Real estate taxes, public assessments not yet due
and payable, rents, security deposits, maintenance, utility and fuel
charges, and all other items normally adjusted at closing, shall be
prorated at closing.

     (h) Assignment. This option to purchase may be assigned freely by
Lessee together with, or separately from, Lessee's rights as tenant
under this Lease Agreement.

     (i) Memorandum of Option. Lessor agrees to execute a recordable
Memorandum of this option to purchase upon request by Lessee.

     (j) Risk of Loss. Except as otherwise provided in this Lease
Agreement, risk of loss shall pass to Lessee at closing.

     (k) Possession. Free and unencumbered possession of the Leased
Premises shall be delivered to Lessee by Lessor at
closing, subject, however, to the previously existing rights of
Lessee, as tenant, under this Lease Agreement.

     6. In the event either party to the Lease Agreement shall be
required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the Lease
Agreement, the party who prevails in any dispute with, or enforcement
effort against the other party, shall be entitled to recover from the
other party such prevailing party's reasonable attorneys' fees and
costs incurred in negotiation, at trial and upon any appeal as the
result of such dispute or enforcement effort.

     7. During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance of the
property and Lessee shall be responsible for all other maintenance
items.

     8. The parties by execution of this Amendment to Lease Agreement
hereby amend the Lease Agreement as set forth herein, and in so doing,
reaffirm in all respects the term of the Lease Agreement as so
amended.

     IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to Lease Agreement to be signed in its corporate name by its
officers thereunto duly authorized as of the day and year first above
written.


WITNESSES:                                LESSOR:

                                          UNION WAREHOUSE & TRUCKING
                                          COMPANY

                                          
                                          By: 
                                          Its:  President
                                          
                                              (Corporate Seal)


                                          LESSEE:

                                          USCO, INCORPORATED


                                          By: 
                                          Its:  President


                                              (Corporate Seal)
                                              
STATE OF            )
                    ) SS :
COUNTY OF           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments,
personally appeared                                    , well known to
me and known to be the President of the corporation named in the
foregoing instrument, and that he acknowledged executing the same on
behalf of the corporation in the presence of two subscribing
witnesses, freely and voluntarily under authority duly vested in him
by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation.


     WITNESS my hand and official seal in the County and State last
aforesaid this       day of                        year, 1986.


                                                                    
                                        NOTARY PUBLIC

                                        My Commission Expires:


STATE OF            )
                    ) SS :
COUNTY OF           )


     I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take acknowledgments,
personally appeared                                     well known to
me and known to be the President of the corporation named in the
foregoing instrument, and that he acknowledged executing the same on
behalf of the corporation in the presence of two subscribing
witnesses, freely and voluntarily under authority duly vested in him
by said corporation and that the seal affixed thereto is the true
corporate seal of said corporation.

     WITNESS my hand and official seal in the County and State last
aforesaid this       day of                        year, 1986.


                                                                    
                                        NOTARY PUBLIC

                                        My Commission Expires:



                            LEASE AGREEMENT


STATE OF North Carolina

COUNTY OF Union


          THIS LEASE made this 1st day of March, 1985 between UNION
WAREHOUSE & TRUCKING CO., MONROE, NORTH CAROLINA hereinafter called
the LESSORS, and USCO INC., hereinafter called the LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property
described as follows:

               1065 Sunset Blvd., West Columbia, S.C.


     TO HAVE AND TO HOLD the said premises unto the said Lessee, for
the term of FIVE (5) years beginning on 1st day of March, 1985 and
ending on 28th day of February 1990, yielding and paying therefore
during the said term the monthly rental of Three Thousand Four Hundred
Dollars ($3,400.00) Dollars payable in advance on or before the 10th
day of each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee giving
Sixty (60) days notice prior to the expiration of such FIVE (5) Year
term.

     It is further agreed by the Lessee to pay any increase in
property care and insurance over the base year of this lease, upon
presentation of the documents by the Lessor.

     It is further agreed the Lessee may sublease the premises but in
such case it will remain liable for the rent. The Lessee, with the
written consent of the Lessors, may assign this lease, and thereafter
shall be exonerated from all liability under the terms of this lease
or renewal thereof.

     It is further agreed the Lessors shall carry fire insurance on
the premises. The destruction of the premises by fire or other
casualty shall suspend the running of the term of this lease, and
shall terminate it if the parties so agree. At the option of the
Lessee the insurance on the main building shall be applied to the
reconstruction of said building. If the principal building is damaged,
but not destroyed, the rent payable under the terms of this lease
shall cease until the building is repaired by the Lessors so as to be
suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot included
in this lease, provided that such improvements or buildings comply
with all existing zoning laws, ordinances and regulations, and so that
the existing building shall not be defaced. All such improvements
shall be at the expense of the Lessee, and such fixtures shall become
a part of the realty. 

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for some
other purpose, he shall notify the Lessee in writing of his intention
to do so at least six months prior to the expiration of this lease.

     Its further agreed by and between the parties hereto at the
expiration of this Lease all rents due must be paid in full before any
goods and chattels are removed from the premises herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their hand
and seals in duplicate this 1st day of March, 1985.

Witnessed by:
                                                  LESSOR

                                       UNION WAREHOUSE & TRUCKING CO.


                                       By:
                                       Its:  President
                                                              (Seal)

                                                  LESSEE

                                       USCO, INCORPORATED


                                       By: 
                                       Its:  President
                                                              (Seal)

STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


     This 1st day of March, 1985, personally came before me
_________________________, who, being by me duly sworn, says that he
is the President of UNION WAREHOUSE & TRUCKING CO., and that the seal
affixes to the foregoing instrument in writing is the corporate seal
of the company, and that its authority duly given. And the said -
___________________________, acknowledged the said writing to be the
act and deed of said corporation.



                                                                    
                                        Notary Public

My commission expires:                  


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


     This 1st day of March, 1995, personally came before me -
______________________________, who, being by me duly sworn, says that
he is the President of USCO, INCORPORATED, MONROE, N.C., and that the
seal affixed to the foregoing instrument in writing is the corporate
seal of the company, and that its authority duly given, and the said
______________________________, acknowledged the said writing to be
the act and deed of said corporation.


                                                                    
                                        Notary Public

My commission expires:                  




F:\CORP\032\HUGHES\USED\LEASEAMD.9