LEASE AGREEMENT


         THIS LEASE AGREEMENT dated as of February 1, 1994 is  entered  into  by
THE INDUSTRIAL  DEVELOPMENT BOARD OF THE TOWN OF ADDISON,  a public  corporation
organized  under the laws of the State of Alabama  (the  "Issuer"),  and Winston
County Industrial Development  Association,  an Alabama general partnership (the
"Partnership")  composed  of  the  following  individuals  as  general  partners
(collectively the "Partners"): Robert Lowell Burdick, James C. Caldwell, Stephen
O. Hayes,  Jonathan B. Lowe, Michael Patrick Lowe, William Revis McDaniel,  John
Barry Mixon,  David A.  Roberson,  Rickie D. Romine,  Jerry F. Wilson,  Jr., and
Jonathon D. Wilson.


                                    Recitals

         The  Issuer has duly  authorized  the  issuance  of its  revenue  bonds
described  below (the  "Bonds")  under and pursuant to a Mortgage and  Indenture
dated as of  February  1, 1994 (the  "Indenture")  between  the Issuer and First
Commercial Bank, a banking  corporation with its principal office in the City of
Birmingham,  Alabama (the "Bank"),  for the benefit of the registered  owners of
the Bonds.

         The Bonds to be issued under the Indenture shall be issued in principal
amounts of not less than $100,000 each and in an aggregate  principal  amount of
$1,275,000 and shall be designated Industrial Development Revenue Bonds (Winston
County Industrial  Development  Association Project) and dated the date of their
initial  issuance.  The  proceeds of the Bonds shall be applied by the Issuer to
pay the costs of acquiring certain real property and acquiring, constructing and
installing improvements,  structures,  facilities, fixtures and related personal
property   thereon  for  the   manufacturing,   processing   and  assembling  of
manufactured  housing and related  products (such real  property,  improvements,
structures,   facilities,   fixtures,   and  related  personal   property  being
hereinafter referred to as the "Project"),  including the payment and retirement
of obligations heretofore issued by the Issuer for such purpose.

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

         The Bonds shall be limited obligations of the Issuer payable solely out
of the rentals payable by the  Partnership  pursuant to this Lease Agreement and
any other revenues,  rentals or receipts  derived by the Issuer from the leasing
or sale of the Project.  Pursuant to the Indenture,  as security for the payment
of the Bonds,  the Issuer shall assign and pledge to the  Bondholders all right,
title and  interest  of the Issuer in and to this Lease  Agreement  (except  for
certain rights to  indemnification  and reimbursement of expenses granted to the
Issuer)  and shall  mortgage  the  Project  to the Bank for the  benefit  of the
Bondholders. As additional security for the payment of the Bonds the Partnership
and the Partners  have  guaranteed  the payment of the Bonds  pursuant to a Bond
Guaranty  Agreement  dated  as of  February  1,  1994  (the  "Guaranty")  to the
Bondholders.  Recourse against each of the Partners in his capacity as a general
partner of the  Partnership and a party to the Guaranty is limited to the extent
set forth in this Lease Agreement and the Guaranty.

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

                                    ARTICLE 1

               Definitions and Other Provisions of General Application

        SECTION 1.01     Definitions

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

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

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

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

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

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

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

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

            Bank shall mean First Commercial Bank,  Birmingham,  Alabama and its
successors and assigns with respect to the Indenture.

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

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

            Bondholder shall mean the registered owner of any Bond.

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

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

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

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

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

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

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

            Equipment shall have the meaning assigned in Demising Clause III.

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

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

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

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

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

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

            Improvements shall have the meaning assigned in Demising Clause II.

            Indenture shall mean that certain Mortgage and Indenture dated as of
February 1, 1994 between the Issuer and the Bank,  including  any  amendments or
supplements to such instrument.

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

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

            Lease Agreement shall mean this instrument as originally executed or
as it may at any  time  be  supplemented,  modified  or  amended  by one or more
supplemental leases or other instruments supplemental hereto.

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

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

            Municipality shall mean the Town of Addison, Alabama.

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

            Outstanding when used with respect to Bonds shall mean, as  of   the
date of determination,  all Bonds  theretofore  executed and delivered under the
Indenture,  except (1) Bonds theretofore canceled by the Issuer, or (2) Bonds in
exchange  for or in lieu of  which  other  bonds  have  been  issued  under  the
Indenture.

            Partner  shall  mean any of the  Partners  and  his  assigns, heirs,
executors and administrators.

            Partners shall mean collectively   Robert Lowell   Burdick, James C.
Caldwell,  Stephen O. Hayes,  Jonathan B. Lowe,  Michael  Patrick Lowe,  William
Revis McDaniel, John Barry Mixon, David A. Roberson,  Rickie D. Romine, Jerry F.
Wilson, Jr. and Jonathon D. Wilson and the respective assigns,  heirs, executors
and administrators thereof.

            Partnership shall  mean  Winston   County   Industrial   Development
Association, an Alabama general partnership, and its successors and assigns.

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

                  (8)  the   principal   amount  of  the   Issuer's   Industrial
            Development  Revnue  Bond  (Winston  County  Industrial Development
            Association Project)  dated and issued  February 26, 1993 (the "1993
            Bond") with  respect to the Project and interest thereon  during the
            construction of the Project, and

                  (9)  reimbursement to the Partnership for any of the foregoing
            costs, fees and expenses set forth in (1) through (8) above, paid by
            it with its own funds, except the principal amount of the 1993 Bond.

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

            Qualified  Investments  shall  have  the meaning  assigned  in   the
Indenture.

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

            State shall mean the State of Alabama.

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


<PAGE>


        SECTION 1.02    Date of Lease Agreement

        The  date of this Lease  Agreement is intended as and for a date for the
convenient  identification  of  this  Lease  Agreement  and is not  intended  to
indicate that this Lease Agreement was executed and delivered on said date, this
Lease  Agreement  being executed on the dates of the respective  acknowledgments
hereto attached.

        SECTION 1.03    Separability Clause

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

        SECTION 1.04    Effect of Headings and Table of Contents

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

        SECTION 1.05    Successors and Assigns

        All  covenants and  agreements in this Lease  Agreement by the Issuer or
the Partnership or the Partners shall bind their respective successors, assigns,
heirs, executors, and administrators, whether so expressed or not.

        SECTION 1.06    Governing Law

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

        SECTION 1.07    Execution Counterparts

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

        SECTION 1.08    Covenant of Quiet Enjoyment

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

        SECTION 1.09    Issuer's Liabilities Limited

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

        SECTION 1.10    Prior Agreements Canceled

        This   Lease  Agreement   shall   completely  and  fully  supersede  the
Inducement  Agreement dated  September 10, 1992 and all other prior  agreements,
both  written and oral,  between the Issuer,  the  Partnership  and the Partners
relating to the acquisition and construction of the Project,  the leasing of the
Project and any options to renew or to purchase;  excepting however (a) any deed
or other  instrument  by which the Project  Site,  or any part  thereof,  or any
interest  therein,has  been  transferred  and conveyed to the Issuer and (b) the
Abatement Agreement dated September 10, 1992 and any other agreement between the
Issuer,  the  Partnership  and the Partners  providing for applicable  State tax
exemptions to apply to the Partnership and the Project.  Neither the Issuer, the
Partnership  nor the Partners  shall  hereafter have any rights under such prior
agreements  but shall look solely to this Lease  Agreement  for  definition  and
determination   of   all   of   their   respective   rights,   liabilities   and
responsibilities relating to the Project.

         SECTION 1.11    Notices

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

                  (1)     if  to   the Issuer,  at Town Hall, Addison,   Alabama
         35540;
                  (2)     if to the Partnership,  c/o Mr. John Lowe, 1210   21st
         Street, P. O. Box 576,  Haleyville, Alabama 35565;

                  (3)     if to the  Bank,  at  First  Commercial  Bank,    2000
         Southbridge  Parkway,  Birmingham, Alabama; and

                  (4)     if to the Bondholders, at their respective   addresses
         set forth in the Bond Register.

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

         SECTION 1.12    The Special Funds

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

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

                                    ARTICLE 2
                         Representations and Warranties

         SECTION 2.01    Representations by the Issuer

         The Issuer makes the following representations:

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

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

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

         SECTION 2.02    Representations by the Partnership

         The  Partnership is duly organized as a general  partnership  under the
laws of the State of Alabama and the Partners are all of the general partners of
the  Partnership;  is not in  violation  of any  provisions  of its  partnership
agreement or the laws of the State of Alabama;  has power and authority to enter
into this  Lease  Agreement;  and by  proper  action  of the  Partners  has duly
authorized the execution and delivery of this Lease Agreement.

                                    ARTICLE 3

                                Demising Clauses

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

                                       I.

         The  following  described  real  property  located in  Winston  County,
Alabama,  within  twenty-five  miles  of the  Municipality  and not  within  the
corporate limits or police  jurisdiction of any other municipality (the "Project
Site"),  together  with  all  easements,   permits,   licenses,   rights-of-way,
contracts, leases, tenements, hereditaments,  appurtenances,  rights, privileges
and immunities pertaining or applicable to said real property:
<PAGE>
PARCEL NO. 1

Begin at the Northeast corner of Section 32, T-9-S, R-6-W; thence West along the
North  boundary  line of said  Section 32 a  distance  of 89.34 feet to the West
right-of-way line of Winston County Highway No. 41; thence S 18 31' E along said
West  right-of-way line a distance of 1042 feet; thence S 71 29' W a distance of
10 feet to the point of beginning of the land herein described; thence Southerly
parallel  to said West  right-of-way  line a  distance  of 596 feet to the North
right-of-way  line  of a  paved  street;  thence  S 85  36' W  along  the  North
right-of-way  line of said street a distance of 579.1 feet;  thence N 16 03' W a
distance of 486.8 feet;  thence N 74 49' E a distance of 567.7 feet to the point
of beginning,  containing 7.15 acres,  more or less, lying and being situated in
the  NE1/4 of  Section  32 and the NW1/4 of  Section  33,  all in T-9-S,  R-6-W;
Winston County, Alabama.

PARCEL NO. 2

Begin at the Northeast corner of Section 32, T-9-S, R-6-W; thence West along the
North  boundary  line of said  Section 32 a  distance  of 89.34 feet to the West
right-of-way line of Winston County Highway No. 41; thence S 18 31' E along said
West  right-of-way line a distance of 1042 feet; thence S 71 29' W a distance of
10 feet; thence Southerly  parallel to said West right-of-way line a distance of
646 feet to the South  right-of-way  line of a paved  street  being the point of
beginning  of the  land  herein  described;  thence  Southerly  along  the  West
right-of-way  line of said Highway No. 41 a distance of 325.7 feet;  thence N 70
08' W a distance of 600.7  feet;  thence N 16 03' W a distance of 80 feet to the
South right-of-way line of said paved street; thence N 85 36' E along said South
right-of-way line a distance of 572.4 feet to the point of beginning, containing
2.6 acres, more or less, lying and being situated in the NE1/4 of Section 32 and
the NW1/4 of Section 33, all in T-9-S, R-6-W; Winston County, Alabama.

                                       II.

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

                                      III.

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

SUBJECT, HOWEVER, to Permitted Encumbrances.

                                   ARTICLE 4

                                  The Project

         SECTION 4.01    Acquisition of Project; Project Costs.

         (a) The Issuer has acquired,  constructed  and installed the Project at
the direction of the  Partnership and from the principal  proceeds  derived from
the sale of the Bonds the Issuer will pay all Project Costs. All the proceeds of
the 1993 Bond were expended for the  acquisition,  construction and installation
of the Project and in addition the Partnership expended more than $25,000 of its
own funds therefor. The Project was not completed until after June 1, 1993.

         (b) The Issuer and the Partnership shall from time to time each appoint
by written instrument an agent or agents authorized to act for each respectively
in any or all matters relating to the acquisition,  construction,  and equipping
of the  Project.  One of the  agents  appointed  by  the  Partnership  shall  be
designated its Project Supervisor. Either the Issuer or the Partnership may from
time to time,  by written  notice  also filed  with the Bank,  revoke,  amend or
otherwise  limit the  authority  of any agent  appointed by such party to act on
such party's behalf or designate  another agent or agents to act on such party's
behalf,  provided that there shall be at all times at least one agent authorized
to act on behalf of the Issuer, and at least one agent (who shall be the Project
Supervisor)  authorized to act on behalf of the  Partnership,  with reference to
all the foregoing matters.
<PAGE>
         SECTION 4.02    No Warranty of Suitability by Issuer

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

         SECTION 4.03    Title Insurance

         (a) The Partnership has obtained a title insurance  policy in an amount
equal to $1,275,000 insuring the first mortgage in the Project.  Any proceeds of
such title  insurance  shall be applied  to the  prepayment  of the Bonds on the
earliest Business Day for which the required notice may be given, as provided in
the Bonds.


                                    ARTICLE 5
                Duration of Lease Term and Rental Provisions

         SECTION 5.01    Duration of Term

         (a) The term of this  Lease  Agreement  shall  begin on the date of the
delivery of this Lease  Agreement  and,  subject to the provisions of this Lease
Agreement, shall continue until midnight of February 25, 2033.

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

         SECTION 5.02    Rental and Payment Provisions; Net Lease

         (a) Basic Rent. Not later than each Bond Payment Date, the  Partnership
shall pay to the Bank as Paying Agent for payment to the respective  Bondholders
in immediately  available funds for the account of the Issuer an amount equal to
the principal of and interest on the Bonds  maturing and coming due on such Bond
Payment Date (herein called "Basic Rent").

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

         (c) Prepayment of Bonds.  The Partnership  acknowledges and agrees that
prepayment  of the  Bonds is  required  in  certain  events,  including  without
limitation  damage to or  condemnation of the Project as more  particularly  set
forth in this Lease Agreement,  and the Partnership  hereby covenants and agrees
to make available to the Issuer for such  prepayment all funds required to be so
provided in such events.

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

         SECTION 5.03    Advances by Issuer or Bondholders

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

         SECTION 5.04    Indemnity of Issuer, Bank and Bondholders

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

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

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

         SECTION 5.05    Obligations of Partnership Unconditional;
Limited Recourse Against Partners

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

         (b) (1) Anything herein to the contrary notwithstanding, the obligation
and liability of each respective  Partner,  in his capacity as a general partner
of the  Partnership,  for  payment  of the Lease  Payments  is hereby  expressly
limited to and shall not exceed that portion of the Lease Payments determined by
multiplying  the same by the  Percentage of Liability for such Partner set forth
opposite the name of such Partner below:

<PAGE>

    Name of Partner                            Percentage of Liability

Robert Lowelll Burdick                               12.5%

James C. Caldwell                                    12.5%

Stephen O. Hayes                                     12.5%

William R. McDaniel                                  12.5%

John Barry Mixon                                     12.5%

David A. Roberson                                    12.5%

Rickie D. Romime                                     12.5%

Jerry F. Wilson, Jr.                                 12.5%

Jonathon D. Wilson                                   12.5%

Jonathon B. Lowe                                      6.25%

Michael Patrick Lowe                                  6.25%


                  (2)  The  Issuer,  the  Bank  and the  Bondholders  recognize,
acknowledge  and agree  that,  as a  condition  of and a  consideration  for the
execution  and delivery of this Lease  Agreement,  the Issuer,  the Bank and the
Bondholders  shall have no  recourse  against  any  Partner  for  payment of any
portion of the Lease  Payments in excess of the  Percentage of Liability of such
Partner for such Lease Payments as set forth above.

                  (3) In the event any other  provision of this Lease  Agreement
is inconsistent or in conflict with the provisions of this Section 5.05(b),  the
provisions of this Section 5.05(b) shall govern and control in all respects.

                                    ARTICLE 6

            Maintenance, Alterations, Replacements, Insurance; and
                             Environmental Compliance

         SECTION 6.01    Maintenance and Repairs

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

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

         (c) The Partnership may, at its own expense,  make structural  changes,
additions,  improvements,  alterations or replacements to the Improvements  that
they may  deem  desirable,  provided  that the  Partnership  demonstrate  to the
satisfaction of the Bondholders that such additions,  improvements,  alterations
or  replacements  will not  adversely  affect  the  utility  of the  Project  or
substantially  reduce its value and will not change the character of the Project
as a  "project"  under  the  Enabling  Law.  In lieu of making  such  additions,
improvements  or alterations  itself,  the Partnership may furnish to the Issuer
the funds necessary therefor, in which case the Issuer will proceed to make such
changes, additions, improvements, alterations or replacements. All such changes,
additions,  improvements,  alterations  and  replacements  whether  made  by the
Partnership  or the  Issuer  shall  become a part of the  Project  and  shall be
covered by this Lease Agreement and the Indenture.
<PAGE>
         (d) The Partnership  may connect or "tie-in" walls of the  Improvements
and utility and other facilities located on the Project Site to other structures
and facilities  owned or leased by the Partnership on real property  adjacent to
the  Project  Site.  The  Partnership  may use as a party  wall  any wall of the
Improvements   which is on or contiguous to the boundary line of real   property
owned or leased by Partnership,  and in the event of such use, each party hereto
hereby grants to the other a ten-foot  easement  adjacent to any such party wall
for the purpose of inspection,  maintenance,  repair and replacement thereof and
the tying in of new  construction.  If the Partnership  utilizes any wall of the
Improvements as a party wall for the purpose of tying in new  construction  that
will be utilized under common control with the with the Project, the Partnership
may also remove any non-  loadbearing  wall panel in the party  wall;  provided,
however,  if the adjacent  property  ceases to be operated  under common control
with the  Project,  the  Partnership  will at its  expense,  install wall panels
similar in quality to those that have been removed. Prior to the exercise of any
one or more of the rights granted by this subsection (d), the Partnership  shall
demonstrate to the  satisfaction  of the  Bondholders  that the operation of the
Project will not be adversely affected thereby.

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

         SECTION 6.02    Removal of, Substitution and Replacement for Equipment

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

         SECTION 6.03    Taxes, Other Governmental Charges and Utility Charges

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

         (b) The  Partnership  may, at its expense and in its name and behalf or
in the name and behalf of the  Issuer,  in good faith  contest  any such  taxes,
assessments and other charges and, in the event of any such contest,  may permit
the taxes, assessments or other charges so contested to remain unpaid during the
period of such  contest  and any appeal  therefrom,  provided  that  during such
period  enforcement of such contested  items shall be  effectively  stayed.  The
Issuer,  at the  expense  of the  Partnership,  will  cooperate  fully  with the
Partnership in any such contest.
<PAGE>
         SECTION 6.04    Insurance Required

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

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

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

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

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

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

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

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

<PAGE>

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

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

         SECTION 6.05    Installation By Partnership of Own Machinery
and Equipment

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

         SECTION 6.06    Environmental Compliance

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

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

<PAGE>

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

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


                                     ARTICLE 7

                          Provisions Respecting Damage,
                          Destruction and Condemnation

         SECTION 7.01    Damage and Destruction

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

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

         (c) In the event the Net Proceeds of insurance  are not  sufficient  to
pay in full the costs of  repairing,  rebuilding  and  restoring  the Project as
provided in this Section,  the Partnership  will  nonetheless  complete the work
thereof and will pay that  portion of the costs  thereof in excess of the amount
of said Net Proceeds or will pay to the Bank for the benefit of the  Bondholders

<PAGE>

for the account of the Issuer the moneys  necessary to complete  said work.  The
Partnership  shall not by reason of the payment of such excess costs (whether by
direct payment thereof or payment to the Bank for the benefit of the Bondholders
therefor) be entitled to any  reimbursement  from the Issuer or any abatement or
diminution of the rents payable hereunder.

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

         SECTION 7.02    Condemnation

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

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

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

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

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

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

         (e) Anything in this Section to the contrary  notwithstanding,  if as a
result of such  taking,  the  Partnership  is  entitled to exercise an option to
purchase the Project and duly do so in  accordance  with Section  11.03  hereof,
then any Net Proceeds  referable to such taking as shall be necessary to provide
for full  payment of the Bonds  shall be paid to the Bank for the benefit of the
Bondholders,  and the excess thereafter  remaining (if any) shall be paid to the
Partnership.
<PAGE>
         (f) The Partnership  shall be entitled to the Net Proceeds of any award
or portion thereof made for damage to or taking of its own property not included
in the Project.

                                  ARTICLE 8

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

         SECTION 8.01    Provisions Relating to Assignment and
 Subleasing

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

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

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

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

         SECTION 8.02    Assignment of Lease Agreement and Rents by the Issuer

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

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

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

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

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

         SECTION 8.04    Redemption of Bonds

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

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

         (c) On any redemption or prepayment date with respect to the Bonds, the
Partnership  shall pay to the Bank for the  benefit of the  Bondholders  for the
account of the Issuer the applicable redemption price with respect to the Bonds.

                                   ARTICLE 9

                   Covenants of the Partnership and the Partners

         SECTION 9.01    Covenants of the Partnership

         The Partnership  hereby covenants and agrees that, so long as the Bonds
are Outstanding:

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

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

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

         (d) The  Partnership  will  maintain and  preserve  its  existence as a
general  partnership  under  the  laws of the  State  of  Alabama  and  will not
voluntarily  dissolve without first discharging its obligations under this Lease
Agreement  and will  comply  with all valid laws,  ordinances,  regulations  and
requirements applicable to it or to its property and the Project.

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

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

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

         (h) The  Partnership  shall  file,  record,  refile  and  rerecord  all
financing statements, continuation statements, documents or other notices as are
necessary to perfect and to maintain  the Issuer's  title to and interest in the
Project and to perfect and maintain the security  interest of the Bondholders in
the Project and shall submit  evidence of such filing,  recording,  refiling and
rerecording to the Bondholders.
<PAGE>
         (i)  The  Partnership  hereby  represents  and  warrants  that  (1) the
         execution and delivery  of  this Lease  Agreement and the Guaranty will
         not involve any prohibited  transactions within the meaning of ERISA or
         Section 4975 of the  Internal Revenue Code, as amended;  (2) based upon
         ERISA and the regulations and   published  interpretations  thereunder,
         the Partnership is in compliance in all  material  respects  with   the
         applicable  provisions of ERISA;  (3) no "Reportable  Event" as defined
         in Section  4043(b) of Title IV of ERISA,  has  occurred  with  respect
         to any plan maintained by the Partnership; and (4) there  are no  liens
         on the real  or  personal   property of  the  Partnership  pursuant  to
         Section  4068 of ERISA.

         SECTION 9.02    Covenants of the Partners

         Each of the Partners,  by his execution and delivery of the Guaranty in
his capacity as a general partner of the  Partnership,  does hereby covenant and
agree individually as follows:

         (a) Such  Partner will  maintain  proper books of record and account in
accordance with generally accepted  accounting  principles,  of all his business
and affairs and shall furnish to the Bondholders with reasonable promptness such
financial  information  relative  to  such  Partner  as  the  Bondholders  shall
reasonably request; and

         (b) Such Partner will not transfer or convey any substantial portion of
his  property,  assets or licenses  without  receipt of  consideration  therefor
consisting of the fair market value thereof.


                                     ARTICLE 10

                         Events of Default and Remedies

         SECTION 10.01   Events of Default Defined

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

         (1) Failure to pay any  installment  of Basic Rent, or any other amount
due and payable under Section 5.02(a) hereof, that has become due and payable by
the terms of this Lease  Agreement  and such failure  continues  for a period of
three Business Days after such payment becomes due.

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

         (3) The dissolution or liquidation of the Partnership; or the filing by
the Partnership or any of the Partners of a voluntary petition in bankruptcy; or
failure  by the  Partnership  or  any  of the  Partners  promptly  to  lift  any
execution,  garnishment  or  attachment of such  consequence  as will impair the
ability of the same to perform its or his obligations hereunder; the Partnership
or any  of the  Partners  seeking  of or  consenting  to or  acquiescing  in the
appointment of a receiver of all or substantially all the property thereof or of
the Project;  or the adjudication of the Partnership or any of the Partners as a
bankrupt;  or any  assignment by the  Partnership or any of the Partners for the
benefit of its or his creditors;  or the entry by the  Partnership or any of the
Partners into an agreement of  composition  with its or his  creditors;  or if a
petition or answer is filed by the Partnership or any of the Partners  proposing
the  adjudication  of the  same  as a  bankrupt  or  its or his  reorganization,
arrangement or debt readjustment  under any present or future federal bankruptcy
code or any similar  federal or state law in any court;  or if any such petition
or answer is filed by any other person and such  petition or answer shall not be
stayed or dismissed within one hundred twenty days.
<PAGE>
         (4) Any warranty,  representation or other statement by or on behalf of
the  Partnership  and contained in this Lease Agreement or in the Guaranty or in
any other  document or  certificate  furnished by the  Partnership in connection
with the  issuance  of the Bonds  shall be false,  untrue or  misleading  in any
material  respect  at the  time  made  and the same  shall  not be made  good or
remedied  within thirty days after written notice thereof to the  Partnership by
the Bondholders, the Bank or the Issuer.

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

         SECTION 10.02   Remedies on Default

         Whenever  any  such  event  of  default  shall  have  happened  and  be
continuing,  the  Bondholders  (or the Bank on their behalf) may take any of the
following remedial steps:

         (1) Declare all  installments  of Basic Rent, and any other payments to
be paid under Section 5.02(a) hereof, payable under this Lease Agreement for the
remainder of the Lease Term to be  immediately  due and payable,  whereupon  the
same shall become immediately due and payable.

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

         (3)  Terminate  this Lease  Agreement,  exclude  the  Partnership  from
possession of the Project and, if the  Bondholders (or the Bank on their behalf)
elect so to do,  lease  the same for the  account  of the  Issuer,  holding  the
Partnership  liable  for all rent due up to the date such  lease is made for the
account of the Issuer.

         (4) Have and exercise with respect to any or all personal  property and
fixtures included in the Project,  all rights,  remedies and powers of a secured
party under the Alabama Uniform Commercial Code including without limitation the
rights and powers set forth in the Indenture with respect thereto. To the extent
permitted  by law,  the  Partnership  expressly  waives  any  notice  of sale or
disposition  of the Project and any rights or  remedies  of the  Bondholders  or
Issuer with respect to, and the  formalities  prescribed by law relative to, the
sale or  disposition  of the  Project or to the  exercise  of any other right or
remedy of the Bondholders or Issuer  existing after default.  To the extent that
such notice is required  and cannot be waived,  the  Partnership  agrees that if
such  notice  is given to the  Partnership  in  accordance  with the  provisions
hereof, at least ten days before the time of the sale or other disposition, such
notice shall be deemed  reasonable and shall fully satisfy any  requirements for
giving said notice.

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

<PAGE>

         SECTION 10.03   No Remedy Exclusive

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

         SECTION 10.04   Agreement to Pay Attorneys' Fees and Expenses

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

         SECTION 10.05   No Additional Waiver Implied by One Waiver

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

         SECTION 10.06   Remedies Subject to Applicable Law

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


                                    ARTICLE 11

                                     Options

         SECTION 11.01   Options to Terminate

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

         SECTION 11.02   Option to Renew

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

         SECTION 11.03   Option to Purchase Project Prior to Payment of
the Bonds

         Anything in this Lease Agreement to the contrary  notwithstanding,  the
Partnership shall, if not in default hereunder,  have the option to purchase the
Project at any time prior to the full payment of all Bonds  Outstanding,  if any
of the following shall have occurred:

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


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

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

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

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

         SECTION 11.04   Option to Purchase Project After Payment of the Bonds

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

         SECTION 11.05   Option to Purchase Unimproved Project Site

         (a) The Partnership,  if not in default hereunder,  shall also have the
option to purchase any Unimproved  part of the Project Site at any time and from
time to time at and for a purchase  price equal to the pro rate cost  thereof to
the Issuer,  provided  that they furnish the Issuer and the Bank for the benefit
of the Bondholders with the following:

         (i) A notice in writing containing (1) an adequate legal description of
         that  portion of the Project  Site with respect to which such option is
         to be  exercised,  which  portion may include  rights  granted in party
         walls, the right to "tie-into" existing utilities, the right to connect
         and  join  any  building,   structure  or  improvement   with  existing
         Improvements on the Project Site, and the right of ingress or egress to
         and from the public  highway which shall not interfere with the use and
         occupancy  of  existing   Improvements,   (2)  a  statement   that  the
         Partnership  intends to purchase  such portion of the Project Site on a
         date  stated,  (3) a  description  of  the  buildings,  structures,  or
         improvements  to be erected on the  portion to be  purchased  and (4) a
         statement  that the use to which such  portion of the Project Site will
         be devoted will be in  furtherance  of the purpose for which the Issuer
         was organized.
<PAGE>
         (ii) A  certificate  of an  Independent  Engineer  dated  not more than
         ninety days prior to the date of the purchase and stating  that, in the
         opinion of the person signing such certificate,  (1) the portion of the
         Project Site with respect to which the   option  is  exercised is   not
         needed for the operation of the Project, (2) the buildings,  structures
         or  improvements described in the  above certificate can be constructed
         on the real property to be purchased and  (3) the  severance    of such
         portion of the Project Site   from   the  Project and  the construction
         thereon  of  the  buildings, structures  nd improvements above referred
         to will not impair the  usefulness of the  Improvements or the means of
         ingress thereto and egress therefrom.

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

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

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

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

         SECTION 11.06   Conveyance on Exercise of Option to Purchase

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


                                     ARTICLE 12

                                INTERNAL REVENUE CODE

         SECTION 12.01   Covenants Regarding the Code.

         The parties hereto recognize that the Bonds are being sold on the basis
that the interest  payable on the Bonds is  excludable  from gross income of the
Bondholders  for federal  income  taxation  under  Section  103 of the  Internal
Revenue Code of 1986, as amended (the  "Code").  The Issuer and  Partnership  do
each hereby covenant and agree with the Bondholders that neither the Partnership
nor the Issuer  will take any  action,  or omit to take any  action,  permit any
action to be taken,  or fail to require any action to be taken,  with respect to
the Project or the Bonds,  that would  cause the  interest on the Bonds to be or
become  includable  in the gross  income of the  registered  owners  thereof for
federal income  taxation,  and further covenant and agree that: (i) the proceeds
of the Bonds shall not be used or applied in such manner as to cause any Bond to
be or become an  "arbitrage  bond" as that term is defined in Section 148 of the
Code;  (ii)  ninety-five  percent (95%) or more of the net proceeds of the Bonds
will be used for the acquisition,  construction,  reconstruction, or improvement
of land or property of a character  subject to the allowance  for  depreciation,
within the meaning of Section 144 of the Code;  (iii) the  proceeds of the Bonds
will be  used for  the  acquisition, construction  and  equipping of the Project

<PAGE>

or for issuance  expenses with respect to the Bonds,  or shall be rebated to the
United  States of  America  as  provided  in the  Indenture,  and no part of the
proceeds of the Bonds are to be used by the Partnership, directly or indirectly,
for working  capital,  or to finance  inventory,  or to acquire any  facility or
asset  which may not,  under the Code,  be financed in whole or in part with the
proceeds of  obligations  the interest on which is excludable  from gross income
for federal  income  taxation;  (iv) the proceeds of the Bonds shall not be used
for the acquisition, construction, reconstruction or improvement of any property
which would cause the average maturity of the Bonds to exceed 120 percent of the
average  reasonably  expected economic life of the facilities  financed with the
net proceeds of the Bonds, within the meaning of Section 147(b) of the Code; (v)
neither  the Bonds nor any of the  proceeds  therefrom  shall ever be  federally
guaranteed,  within  the  meaning  of  Section  149(b)  of the  Code,  except as
expressly  provided in said  Section  149(b);  (vi) none of the  proceeds of the
Bonds  shall  be used to  acquire  (directly  or  indirectly)  any  land (or any
interest therein) to be used for farming purposes;  (vii) less than twenty- five
percent (25%) of the proceeds of the Bonds shall be used to acquire (directly or
indirectly) any land (or any interest therein);  (viii) none of the net proceeds
of the Bonds  shall be used to acquire any  property,  or any  interest  therein
(including without limitation buildings, structures,  facilities,  improvements,
equipment, machinery or other personal property) the first use of which property
was not pursuant to such  acquisition  with the  proceeds of the Bonds;  (ix) no
person shall ever be allowed to use,  occupy,  or  otherwise  derive any benefit
whatsoever  from the Project,  or any part thereof,  if the effect thereof shall
result in a test period  beneficiary  (as defined in Section  144(a) (10) of the
Code) having allocated to it and outstanding  tax-exempt facility- related bonds
(as defined in Section 144(a) (10) of the Code) in an aggregate principal amount
exceeding $40,000,000;  and (x) no more than two percent (2%) of the proceeds of
the Bonds shall be used to finance the issuance costs of the Bonds;  (xi) during
the applicable period,  the $10,000,000 limit on bonds and capital  expenditures
as set forth in Section 144(a)(4) shall not be exceeded;  and (xii) the proceeds
of the  Bonds  shall not be used for the  payment  of any  Project  Cost paid or
incurred prior to the date of the Inducement  Agreement (September 12, 1992) and
the Bonds are being issued within not more than one year after completion of the
Project.

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

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

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

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

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

         (b) The price payable by the  Partnership  for the Project in the event
interest on the Bonds is determined to be includable in gross income for federal
income taxation as provided in subsection (a), or the amount payable to the Bank
for the benefit of the  Bondholders in lieu of purchasing the Project,  shall be
equal to the sum of the following:
<PAGE>

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

         (ii) the Bank's fees and expenses under the Indenture  accrued  and  to
         accrue until the prepayment of all Bonds; and

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

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

         SECTION 12.03   Federal Rebate Payments.

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

         IN WITNESS  WHEREOF,  the Issuer has caused this Lease  Agreement to be
executed  in its  name and its seal to be  hereunto  affixed  and the same to be
attested,  all by its duly authorized  officers,  and the Partnership has caused
this Lease  Agreement  to be executed by all of its  general  partners,  and the
parties  hereto have caused this Lease  Agreement  to be dated as of February 1,
1994.

                             THE INDUSTRIAL DEVELOPMENT BOARD OF
                             THE TOWN OF ADDISON


                             By /S/ KENNETH SUDDERT
                                -----------------------------
                                Its Chairman
S E A L

Attest: /S/ GARY HYATT
        -------------------------
        Its Secretary




                             WINSTON COUNTY INDUSTRIAL DEVELOPMENT ASSOCIATION
                             (an Alabama general partnership)


                             By  /S/ DAVID A. ROBERSON
                                -----------------------------
                                David A. Roberson, A General Partner
                                on behalf of said Partnership

<PAGE>
STATE OF ALABAMA  )
                  )
WINSTON COUNTY    )

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

         Given under my hand and seal this the 28th day of February, 1994.



                             /S/ LOU ANN MARCUM
                             ----------------------------
                             Notary Public

NOTARIAL SEAL

My commission expires:     7/16/95
                        ------------


STATE OF ALABAMA  )
                  )
JEFFERSON)COUNTY  )

         I,  undersigned,  a Notary Public in and for said County in said State,
hereby certify that David A. Roberson whose name as a general partner of Winston
County Industrial Development  Association,  an Alabama general partnership,  is
signed to the foregoing  Lease  Agreement  and who is known to me,  acknowledged
before  me on this day  that,  being  informed  of the  contents  of said  Lease
Agreement,  he, as such general  partner and with full  authority,  executed the
same voluntarily for and as the act of said general partnership.

         Given under my hand and seal this the 1st day of March, 1994.



                             /S/ CHARLES HAYES
                             ------------------------------
                             Notary Public

NOTARIAL SEAL

My commission expires:   3/14/97
                        ----------


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

                            Dated as of February 1, 1994



                                      Between



                           The Industrial Development Board
                                 of the Town of Addison


                                         and


                     Winston County Industrial Development Association
                             (an Alabama general partnership)

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

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

<PAGE>

                                     EXHIBIT A
                                         to
                                   Lease Agreement
                                     dated as of
                                  February 1, 1994

                                        from

                          The Industrial Development Board
                              of the Town of Addison

                                         to

                     Winston County Industrial Development Association

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

                  Heating  and  air   conditioning   equipment  and  facilities,
electrical  equipment  and  facilities,   fire  suppression  and  extinguishment
equipment  and  facilities,   plumbing  fixtures,  and  building  materials  and
supplies, installed in or about or incorporated in the Project.

<PAGE>

                                 TABLE OF CONTENTS

                                                                            Page

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


                                     ARTICLE 1

                         Definitions and Other Provisions
                               of General Application

         SECTION 1.01    Definitions.........................................  2
         SECTION 1.02    Date of Lease Agreement.............................  7
         SECTION 1.03    Separability Clause.................................  7
         SECTION 1.04    Effect of Headings and Table of
                  Contents...................................................  7
         SECTION 1.05    Successors and Assigns..............................  7
         SECTION 1.06    Governing Law.......................................  7
         SECTION 1.07    Execution Counterparts..............................  7
         SECTION 1.08    Covenant of Quiet Enjoyment.........................  8
         SECTION 1.09    Issuer's Liabilities Limited........................  8
         SECTION 1.10    Prior Agreements Canceled...........................  8
         SECTION 1.11    Notices.............................................  8
         SECTION 1.12    The Special Funds...................................  9

                                     ARTICLE 2

                         Representations and Warranties

         SECTION 2.01    Representations by the Issuer.......................  9
         SECTION 2.02    Representations by the Partnership..................  9

                                     ARTICLE 3

                                 Demising Clauses............................ 10

                                     ARTICLE 4

                                    The Project

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

<PAGE>
                                     ARTICLE 5

                              Duration of Lease Term
                              and Rental Provisions

         SECTION 5.01    Duration of Term.................................... 15
         SECTION 5.02    Rental and Payment Provisions; Net
                  Lease...................................................... 15
         SECTION 5.03    Advances by Issuer or Bondholders................... 16
         SECTION 5.04    Indemnity of Issuer and Bondholders................. 16
         SECTION 5.05    Obligations of Partnership Unconditional;
                         Limited Recourse Against Partners................... 17

                                     ARTICLE 6

         Maintenance, Alterations, Replacements, Insurance; and
         Environmental Compliance

         SECTION 6.01    Maintenance and Repairs............................. 19
         SECTION 6.02    Removal of, Substitution and Replacement
                                    for Equipment............................ 20
         SECTION 6.03    Taxes, Other Governmental Charges and
                  Utility Charges............................................ 21
         SECTION 6.04    Insurance Required.................................. 21
         SECTION 6.05    Installation By Partnership of Own
                  Machinery and Equipment.................................... 23
         SECTION 6.06    Environmental Compliance............................ 23

                                     ARTICLE 7

                             Provisions Respecting Damage,
                              Destruction and Condemnation

         SECTION 7.01    Damage and Destruction.............................. 25
         SECTION 7.02    Condemnation............. .......................... 26

                                     ARTICLE 8

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

         SECTION 8.01    Provisions Relating to Assignment and
                                    Subleasing............................... 28
         SECTION 8.02    Assignment of Lease Agreement and Rents
                                    by the Issuer..................... ...... 28
         SECTION 8.03    Restrictions on Mortgage or Sale of
                  Project by Issuer;Consolidation or Merger
                  of, or Transfer ofIssuers by, ............................. 29
         SECTION 8.04    Redemption of Bonds................................. 29

<PAGE>

                                     ARTICLE 9

                     Covenants of the Partnership and the Partners

         SECTION 9.01    Covenants of the Partnership........................ 29
         SECTION 9.02    Covenants of the Partners........................... 31

                                    ARTICLE 10

                           Events of Default and Remedies

         SECTION 10.01   Events of Default Defined........................... 31
         SECTION 10.02   Remedies on Default................................. 33
         SECTION 10.03   No Remedy Exclusive ................................ 34
         SECTION 10.04   Agreement to Pay Attorneys' Fees and
                  Expenses .................................................. 34
         SECTION 10.05   No Additional Waiver Implied by One
                  Waiver .................................................... 34
         SECTION 10.06   Remedies Subject to Applicable Law.................. 34

                                    ARTICLE 11

                                     Options

         SECTION 11.01   Options to Terminate................................ 35
         SECTION 11.02   Option to Renew..................................... 35
         SECTION 11.03   Option to Purchase Project Prior to
                  Payment of the Bonds....................................... 35
         SECTION 11.04   Option to Purchase Project After Payment
                         of the Bonds........................................ 36
         SECTION 11.05   Option to Purchase Unimproved Project Site  ........ 36
         SECTION 11.06   Conveyance on Exercise of Option to
                  Purchase  ................................................. 38






Testimonium...................................................................34
Signatures....................................................................34
Acknowledgments...............................................................35


EXHIBIT A - Description of Equipment