EXHIBIT 10.11(b)          

                   
                   AMENDMENT TO LEASE AGREEMENT

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

     THIS Amendment to Lease Agreement ("Amendment") is made this
23rd day of December, 1986 by and between Monoca Realty Company,
Monroe, North Carolina, hereinafter referred to as "Lessor" and
USCO, Inc., hereinafter referred to as "Lessee."

                       W I T N E S S E T H:


     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated July 1 , 1986, with regard
to property described as follows:

                        Warehouse & Office
                        151 Pine Log Road
                           Aiken, S.C.

and;

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

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

     1. The foregoing recitals are true and correct and incor-
porated herein by reference.

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

     3. Lessee shall renew the Lease Agreement for one (1) addi-
tional five (5) year period ("Period") commencing upon the
expiration of the initial term referenced therein and ending on
February 28, 1990.  Base Rent for the period shall be Eighteen
Hundred Dollars ($1,800.00) per month. Commencing on the 1st day of
March, 1990 (the "Adjustment Date"), and continuing on the same day
of each year thereafter during the Period, the Base Rent set forth
shall be adjusted in accordance with the following:

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

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

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

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

     During the Period, Lessee also shall pay the amount of any
annual taxes and insurance costs in excess of the respective
amounts applicable on July 1, 1986.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


WITNESSES:                                   LESSOR:
                                      
                                             MONOCA REALTY COMPANY


                                             By:
                                             Its:  Agent
                                             
                                               (Corporate Seal)


                                             LESSEE:

                                             USCO, INCORPORATED


                                             By:  
                                             Its:  President
                                               
                                               (Corporate Seal)
                                               
STATE OF            )
                    ) SS :
COUNTY OF           )


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


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


                                                                 
                                   NOTARY PUBLIC

                                   My Commission Expires:


STATE OF            )
                    ) SS :
COUNTY OF           )


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

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


                                                                 
                                   NOTARY PUBLIC

                                   My Commission Expires:



                            LEASE AGREEMENT


STATE OF North Carolina

COUNTY OF Union


          THIS LEASE made this 1st day of July, 1986, between
MONOCA REALTY COMPANY, MONROE, NORTH CAROLINA hereinafter called
the LESSORS, 

          and USCO INCORPORATED, hereinafter called the LESSEE.

WITNESSETH:

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

                         WAREHOUSE & OFFICE
                         151 Pine Log Road
                         Aiken, S.C.


     TO HAVE AND TO HOLD the said premises unto the said Lessee,
for the term of Forty-four (44) months beginning on 1st day of
July, 1986, and ending on 28th day of February 1990, yielding and
paying therefore during the said term the monthly rental of
Eighteen Hundred Dollars ($1,800.00) Dollars payable in advance on
or before the 10th day of each month.

     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee
giving Sixty (60) days notice prior to the expiration of such
Forty-Four (44) term.

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

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

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

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

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

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

     IN WITNESS WHEREOF, the said parties have hereunto set their
hand and seals in duplicate this 1st day of July, 1986.

Witnessed by:
                                                  LESSOR

                                          MONOCA REALTY COMPANY
                                            

                                          By:
                                          Its:  Agent
                                                           (Seal)
Secretary                                      
                                                  LESSEE

                                          USCO, INCORPORATED


                                          By:
                                          Its:  President
                                          (Seal)
Secretary

STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


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



                                                                 
                                   Notary Public

My commission expires:             


STATE OF NORTH CAROLINA  )
                         )
COUNTY OF UNION          )


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


                                                                 
                                   Notary Public

My commission expires:             




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