Exhibit 10(b)

                                 LEASE AGREEMENT

          THIS LEASE is made as of the 16th day of October, 1996, by and between
 VIRGINIA CARY L. McDONALD,  a widow (hereinafter called  "Landlord"),  and STAR
 INDUSTRIES, INC., a Delaware corporation, with its principal offices in Wichita
 Falls, Wichita County,  Texas (hereinafter called "Tenant").  W I T N E S S E T
 H:
          1.  PREMISES.  The Landlord,  for and in  consideration  of the rents,
 covenants,  agreements and stipulations hereinafter contained, to be paid, kept
 and performed by the Tenant,  has leased and rented, and by these presents does
 lease and rent,  unto the said Tenant,  and said Tenant  hereby agrees to lease
 and take upon the terms and conditions which hereinafter  appear, the following
 described  real  property  located in Ritters  Township,  Moore  County,  North
 Carolina,  hereinafter called  "Premises,"  together with all personal property
 described in Exhibit A, attached hereto and by reference made a part hereof, to
 wit:
             A certain tract or parcel of land in Ritters Township,
 Moore County,  North Carolina,  located about 1 mile southeast from the Town of
 Robbins fronting on the southwest side of Plant Road (State Road No. 1477) and



          the  southeast  side of  Aberdeen,  Carolina,  and  Western  Railroad,
          adjoining  the lands of  Morphis,  Hamilton,  and the  grantor,  being
          described as follows:

          Beginning at a pk nail in the center of the intersection of Plant Road
          (S.R. No. 1477) with the center of the Aberdeen, Carolina, and Western
          Railroad;  thence  with the center of the  railroad N 66 degrees 48' E
          38.08  feet to an iron rod,  thence  leaving  said  railroad  with the
          northern  line of the grantor  common with  Morphis S 49 degrees 17' E
          84.82 feet to a pk nail in the center of Plank Road (S.R.  No.  1477),
          the true point of  beginning.  thence  thence  thence Thence from said
          true  point of  beginning  leaving  the road and  continuing  with the
          northern  line of the grantor  common with  Morphis S 49 degrees 17' E
          319.17  feet  to a  concrete  monument;  thence  continuing  with  the
          northern  line of the grantor  common with Hamilton S 51 degrees 14' E
          150.15 feet to a set iron stake;  thence with new lines of the grantor
          S 33 degrees  51' W 226.94  feet to a fence  corner;  thence with said
          fence S 33 degrees  51' W 439.32 feet to a fence  corner;  thence N 49
          degrees  14' W 613.73  feet to the corner of the fence at a  building;
          thence with said  building S 66 degrees 43' W 25.48 feet to the corner
          of said building;  thence with said building N 23 degrees 59' W 120.08
          feet to the corner of the fence at said building;  thence leaving said
          building  with  the  fence S 73  degrees  02~ W 25.66  feet to a fence
          corner;  thence  N 46  degrees  39' W 162.69  feet to a fence  corner;
          thence  N 82  degrees  51' W 12.14  feet to a fence  corner  near  the
          southeastern  right of way of the railroad;  thence N 67 degrees 42~ E
          227.43  feet to a fence  corner;  N 82  degrees  52' E 50.40 feet to a
          fence corner;  N 65 degrees 24' E 66.43 feet to a fence  corner;  N 17
          degrees 32~ W 18.66 feet to a fence corner;  thence N 66 degrees 35' E
          354.29 feet to a fence corner;  thence leaving said fence N 66 degrees
          35' E 64.01  feet to a pk nail in the  center  of the  paving of Plank
          road (S.R.  No. 1477);  thence with said road S 67 degrees 54' E 35.36
          feet to the true point of beginning,  containing  11.42 acresr more or
          less,  and being a portion of the tract of the A. Allan McDonald Heirs
          recorded  in Deed Book 435 at Page 854 in the Moore  County  Registry.
          Said
 2


 McDonald heirs tract ls further described by said deed as

  being Lot No. 4 or the C.F. Garner Division as shown on
  a plat recorded _n Map Book 5 at Page 59 in the Moore
  County Registry.
     2. TERM.  To have and to hold the same for a term  beginning on the 1st day
of November,  1996,  and ending on the 31st day of October,  2006,  at midnight,
unless the term is sooner terminated as provided in this and subsequent numbered
paragraphs herein.
                    Tenant shall have the right to  terminate  this Lease at any
  time, after October 31, 2001, without cause, by giving Landlord written notice
  at least 365 days in advance of Tenant's selected termination date.
           3. RENTAL. Tenant agrees to pay Landlord, by payments to the Landlord
  at P.O. Box 378,  West End North  Carolina  27376,  or such other place as the
  Landlord  may  designate  in  writing  from time to time,  a yearly  rental of
  Eighty-Four  Thousand and No/100 ($84,000.00) Dollars for the period beginning
  November 1, 1996 through  October 31, 2006),  payable  monthly in advance,  in
  consecutive installments of Seven Thousand and No/100 ($7,000.00) Dollars each
  beginning on the 1st day of November, 1996.

     4. USE OF  LEASED  PREMISES.  Premises  shall  be used  for  manufacturing,
warehousing and other purposes incidental thereto,


 but  shall not be used for any  illegal  purposes,  nor in any  manner so as to
 create any nuisance or trespass, nor in any manner to vitiate insurance.

 5.  UTILITIES.  REPAIRS AND  MAINTENANCE.  The Tenant is to pay all  utilities,
 including water, sewerage, gas, electricity,  fuel, light, heat and power bills
 for the leased  Premises,  or used by Tenant in  connection  therewith.  Tenant
 shall keep and  maintain the Premises  and make all  reasonable  and  necessary
 repairs  thereto,  including,  but not limited to, the plumbing,  heating,  air
 conditioning,   sewerage  and  electrical  systems,   equipment  and  fixtures.
 Provided, Landlord shall be responsible for repair and replacement of the roofs
 and outer  walls and for  replacement,  but not  repair,  of the  heating,  air
 conditioning,  plumbing,  sewerage,  and electrical systems. 6. INSURANCE.  The
 Tenant  agrees to pay and carry the premiums  for fire and  extended  insurance
 coverage  in the amount of the  replacement  cost on all of the  buildings  and
 improvements  now existing and to be  constructed in the future on the Premises
 and also on the equipment described in Exhibit "A" hereto. Such insurance shall
 name the Landlord and the Tenant as insureds,  and any mortgagee as loss payee,
 as their respective interest may appear.
 Landlord and Tenant acknowledge that upon the execution of


 this Lease, Tenant will construct substantial additions and improvements to the
 buildings  on the Premises and it is agreed that during the term of this Lease,
 any insurance  proceeds not used for the  reconstruction of fixed  improvements
 shall be divided between Landlord and Tenant as they may mutually agree at that
 time,  it being  understood  and  agreed  herein  that  Tenant  has a right and
 interest in a substantial portion of said proceeds.

                   The Tenant shall carry and pay premiums for public  liability
 insurance with limits of $300,000.00 for the death or injury of any one person;
 $1,000,000.00  for the death or injury to more than one person  resulting  from
 any one  occurrence;  and $50,000.00 for damage to property.  Landlord shall be
 named as an  additional  insured on the liability  policy,  as her interest may
 appear.
                   All  insurance  shall be carried in companies  authorized  to
 write such insurance in the state of North Carolina.
 Landlord shall be furnished with copies of all policies.

     6.1  IMPROVEMENTS TO PREMISES.  The parties hereto  acknowledge that Tenant
intends  to make  substantial  fixed  improvements  to the  Premises.  A11  such
improvements shall be at the sole expense of the Tenant. Upon termination of the
Lease,  in the event the Tenant does not  exercise its option to purchase as set
out in paragraph 16


 hereof, all such fixed improvements shall become the sole property of Landlord.

          7.  TAXES.  All real  estate  taxes,  paving,  water  and  sewer  line
 assessments on the Premises, and any and all property taxes charged or assessed
 against  the  equipment  set forth on Exhibit  A, shall be paid by the  Tenant.
 Tenant shall also pay all property  taxes on the personal  property  located in
 the  Premises,  including,  without  limitation,   inventories,  machinery  and
 equipment  owned or leased by Tenant.

         8. DAMAGE TO THE PREMISES BY FIRE OR OTHER CASUALTY.
 CASUALTY.  If all or substantially all of the buildings and improvements on the
 leased Premises, or of the leased equipment,  should be destroyed or damaged by
 storm,  fire,  lightning,  earthquake or other  casualty,  without the criminal
 fault of  Tenant,  to such an extent as to tender the same  untenantable,  this
 Lease shall terminate.

                   If less than  all,  or less than  substantially  all,  of the
 buildings and improvements on the leased Premises, or the leased equipment, are
 damaged or destroyed as aforesaid and the insurance  proceeds are sufficient to
 pay in full the costs of repair and/or restoration thereof to as good condition
 as they were  immediately  preceding said damage then, in that event,  Landlord
 will be


 obligated  to make such  repairs  and/or  restoration  with all due  diligence.
 Begining  with the date of loss and  continuing  during the period  required to
 repair or restore same,  this Lease shall not  terminate,  but the rent payable
 hereunder shall be reduced in such

 proportion as the parties  agree.  Provided,  in the event the loss renders the
 plan  inoperable,  the rent shall abate until the  Premises  are restored to an
 operable condition.

    - If less than all, or less than  substantially  all, of the  buildings  and
 improvements on the leased Premises,  or the leased  equipment,  are damaged or
 destroyed as aforesaid and the insurance  proceeds are not sufficient to pay in
 full the costs of repair and/or  restoration  to as good condition as they were
 immediately  preceding  said damage,  then,  in that event,  Landlord  shall be
 obligated to repair  and/or  restore same with all due  diligence  and Landlord
 shall apply all insurance  proceeds  payable to Landlord by reason of said loss
 as expenditures for repair and/or restoration as they are incurred by Landlord.
 In the event Landlord refuses to begin said repair and/or  restoration with all
 due diligence,  said refusal shall be deemed a breach of this Lease  Agreement,
 but as to this breach only, the Tenant's sole remedies are (a) to agree to bear
 one-half  of said  repair  costs  in  excess  of the  aforementioned  insurance
 proceeds payable to Landlord, or (b) to terminate this


 Lease.  Provided,  in the event Tenant  agrees to bear  one-half of said repair
 costs as provided in (a), and Landlord continues to refuse to make said repairs
 with all due  diligence,  then Tenant  shall be entitled to all remedies at law
 and as provided in this Lease  Agreement for a breach.  Beginning with the date
 of loss and  continuing  during the period  required to repair or restore same,
 this Lease shall not terminate, except as provided herein, but the rent payable
 hereunder shall be reduced in such  proportion as the parties agree,  except as
 otherwise  provided  herein.  In the event loss  renders the plant  inoperable,
 however,  the rent shall abate until the  Premises  are restored to an operable
 condition  or  until  there is a  breach  of this  Lease  Agreement  as  herein
 provided.

          9.  ASSIGNABILITY.  This Lease may be assigned or subleased to Mansion
 Homes,  Inc. by the Tenant or to any other  subsidiary of Tenant,  by merger or
 otherwise without approval of Landlord. Further, Tenant shall have the right to
 sublease all or part of the Premises  and/or  equipment  described in Exhibit A
 hereto to any other  entity  only upon the written  approval  of the  Landlord,
 which approval the Landlord shall not unreasonably withhold. Provided, that the
 business or occupation of the assignee or subtenant,  including  Mansion Homes,
 Inc., or any other subsidiary of Tenant, is not extra-hazardous,  disreputable,
 or illegal. Further, 8


 provided,  that the Tenant shall in all such instances  remain primarily liable
 for the payment of the rent herein  reserved and for the performance of all the
 other terms of this Lease required to be performed by the Tenant.

 10.  INDEMNITY.  Tenant  agrees to  indemnify  and save  harmless  -he Landlord
 against  all claims for  damages to persons or property by reason of the use or
 occupancy of the leased  Premises and equipment,  and all expenses  incurred by
 Landlord  because  thereof,  including  attorney's  fees and court  costs.

11. CONDEMNATION.  In the event that title to the Premises, or any part thereof,
 is taken under the exercise of the power of eminent domain by any  governmental
 authority, person, firm or corporation acting under any governmental authority,
 Landlord  and Tenant  shall each be  entitled  to their  separate  condemnation
 award,  provided,  Tenant agrees to make no claim  relating to the real estate,
 personal  property  and  fixtures  described  in this  Lease,  except,  the new
 buildings  constructed  by Tenant at  Tenant's  expense.  (a)  Taking of All or
 Substantially All the Premises.  If all, or substantially  all, of the Premises
 are  taken by such  eminent  domain  proceeding,  this  Lease  Agreement  shall
 terminate.


                    (b) Taking of Less Than All or Less Than Substantially All
 the Premises.

 If less than all or less than substantially all the
 Premises  are taken by such eminent  domain  proceeding,  this Lease  Agreement
 shall continue in full force and effect, but with the following consequences:

                            (1) If no part of the  buildings  and  parking
 located on Premises  are taken,  and if the   efficient utilization of the
 buildings and parking area is not impaired by such taking,  this Lease
 Agreement  shall remain in full force and effect,  and the rent  payable
hereunder  shall be reduced in such  proportion  as the  parties
 agree.
                            (2) If any part of the buildings  and parking area
 located on premises is taken,  or if the
 efficient  utilization  of the  buildings is impaired by such taking,  Landlord
 will proceed,  as promptly as practicable under the  circumstances,  to repair,
 rebuild or restore the buildings,  or to rearrange the plant facilities,  so as
 to make them  suitable for the Tenant's  uses,  and the rent payable  hereunder
 shall be  reduced  to such  proportion  as the  parties  agree  for the  period
 beginning with the taking and continuing until completion of the repairs and/or
 restorations.  In the event such taking renders the buildings inoperable,  rent
 shall

 abate until the Premises are  restored to an operable  condition  unless all or
 substantially  all of the  Premises are taken and in that event the Lease shall
 terminate as provided in ll(a).

          12.  CANCELLATION OF LEASE BY LANDLORD.  It is mutually agreed that in
 the event the Tenant shall default in the payment of rent herein required, when
 due, and fails to cure said default  within  thirty (30) days after  receipt of
 written  notice  thereof  from  Landlord;  or if Tenant  shall be in default in
 performing  any of the  terms  or  provisions  of this  Lease  other  than  the
 provision  requiring the payment of rent, and fails to cure such default within
 sixty (60) days after the date of  receipt  of written  notice of default  from
 Landlord; or if Tenant is adjudicated bankruptcy; or if a permanent receiver is
 appointed for Tenant's  property and such receiver is not removed  within sixty
 (60) days after written  notice from Landlord to Tenant to obtain such removal;
 or if, whether  voluntarily  or  involuntarily,  Tenant takes  advantage of any
 debtor relief  proceedings under any present or future law, whereby the rent or
 any part thereof is, or is proposed to be reduced or payment thereof  deferred;
 or if Tenant  makes an  assignment  for  benefit or  creditors;  of if Tenant's
 effects should be levied upon or attached  under process  against  Tenant,  not
 satisfied  or  dissolved  within  sixty (60) days  after  written  notice  from
 Landlord 11

 to Tenant to obtain  satisfaction  thereof;  then,  and in any of said  events,
 Landlord  at her option may at any time (but only  during  continuance  of such
 default  or  condition),  terminate  this  Lease by  written  notice to Tenant,
 whereupon  this Lease shall end.  After any  assignment  or  subletting  of the
 entire Premises and/or equipment covered by this Lease, the occurring of any of
 the foregoing  defaults or events shall affect this Lease only if caused by, or
 happening to, the assignee or sublessee.  Any notice provided in this paragraph
 may be given by Landlord,  or her attorney.  Upon such termination by Landlord,
 Tenant will at once surrender possession of the Premises to Landlord and remove
 all of Tenant's  effects  therefrom,  and  Landlord may  forthwith  reenter the
 Premises  and  possess  himself  thereof,  and remove all  persons  and effects
 therefrom,  using  such  force as may be  necessary  without  being  guilty  of
 trespass, forcible entry, or detainer or other tort.

     13.  SURRENDER  OF  PREMISES.  The  Premises  shall be  surrendered  at the
expiration  of the Lease to the Landlord in the same order and condition as they
were on the  date  same  were  delivered  to the  Tenant,  normal  wear and tear
excepted.

     14.  SURRENDER  OF  EOUIPMENT.  The Tenant  shall keep all of the  personal
property listed in Exhibit A in good working order and 12

  condition and at the  expiration of this Lease shall return and deliver all of
  such  property to the  Landlord.  It is  recognized  by the parties  that said
  personal property may not last as long as the term of this Lease. In the event
  that any of said personal  property,  in Tenant's opinion,  wears out, becomes
  obsolete or can not be repaired  and  maintained  through the  expenditure  of
  reasonable  sums related to its value,  then Tenant shall return said property
  to Landlord at that time, in its then condition, and it shall be stricken from
  Exhibit A and released from the terms of
  this Lease.

     15. WAIVER OF SUBROGATION.  Landlord and Tenant mutually agree to waive any
right of  subrogation  which they may have against the other for any losses paid
to them on  insurance  policy or policies  carried on the property to the extent
permitted by the terms of said policy or policies. 16. OPTION TO PURCHASE.

                    (a) Provided  Tenant is not in default in the payment of any
  obligation  of Tenant to Landlord,  or of any other  covenant by it to be kept
  and performed and due to Landlord,  and further  provided that Tenant does not
  terminate  this  Lease  prior  to the end of the term in  accordance  with the
  provisions  of  Paragraph  2 of this  Lease,  Tenant  shall  have the sole and
  exclusive right, 13

 privilege  and option to purchase the Premises and the  equipment  and personal
 property described on Exhibit A, attached hereto and made a part hereof.

                    (b) In the  event  of  the  exercise  of  said  option,  the
 purchase  price shall be the sum of  $995,000.00.  The purchase  price shall be
 payable in cash or certified funds at closing.  Any condemnation awards paid to
 Landlord  shall reduce the purchase  price recited herein by the amount of such
 payment,  provided Landlord shall not have expended said monies for the repair,
 rebuilding, restoration or rearrangement of the improvements to the Premises as
 provided for herein.
                    (c) In the event Tenant  desires to exercise  this option to
 purchase, it shall give Landlord not less than ninety (90) days' written notice
 prior to the end of the Lease term.
                    (d) In the event of  exercise  of this option to purchase by
 Tenant as herein  set out,  closing  of the  sale-purchase  shall be held on or
 before  October 31, 2006.  Upon receipt of the purchase  price,  Landlord  will
 deliver  to  Tenant a good and  sufficient  deed for the real  property  in fee
 simple with full  covenants of general  warranty and Landlord will also deliver
 to Tenant  bills of sale for the  equipment  and  personal  property  listed in
 Exhibit A attached hereto, all free from any liens and encumbrances. 14


     17. SUCCESSORS AND ASSIGNS.  It is hereby covenanted and agreed between the
Landlord and Tenant that all covenants,

 conditions,  agreements and undertakings,  contained in this Lease shall extend
 to  and  be  binding  on  the  respective  heirs,  executors,   administrators,
 successors and assigns of the respective parties hereto.

          18.  HOLDING OVER. If Tenant  remains in possession of Premises  after
 expiration of the term hereof,  with  Landlord's  acquiescence  and without any
 express  agreement of the  parties,  Tenant shall be a tenant at will at rental
 rate in effect at the end of the Lease,  and there  shall be no renewal of this
 Lease by operation of law.

     19.  RIGHTS  CUMULATIVE.   All  rights,  powers  and  privileges  conferred
hereunder upon parties hereto shall be cumulative,  but not restrictive to those
given by law.

     20. NOTICES. All notices required or desired to be given hereunder shall be
registered or certified United States Mail, return receipt requested,  addressed
as follows:

 As to Landlord
 P.O. Box 378
 West End, NC 27376
 As to Tenant
 P.O. Box 300
 Addison, Alabama 35540
 15


 Either party may from time to time by written notice designate another place to
 which  notices  shall be mailed and the  attention of some other person to whom
 notices shall be mailed.

 21.  WAIVER OF RIGHTS.  No failure of  Landlord  to  exercise  any power  given
 Landlord  hereunder,  or to insist  upon strict  compliance  by Tenant with his
 obligation hereunder, and no custom or practice of the parties at variance with
 the terms hereof shall  constitute a waiver of Landlord's right to demand exact
 compliance with the terms hereof.  In the event any provision in this 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.  22. TIME OF ESSENCE. Time is of
 the essence of this Agreement.  23. ENTIRE  AGREEMENT.  This Lease contains the
 entire  agreement of the parties  hereto and no  representations,  inducements,
 promises or agreements,  oral or otherwise,  between the parties,  not embodied
 herein, shall be of any force or effect. IN WITNESS WHEREOF, the parties hereto
 have executed this instrument the day and year first above written.


 LANDLORD

  VIRGINIA CARY L. McDONALD
 TENANT
 ATTEST:  STAR INDUSTRIES, INC.
 Frances Wakefield, Assistant       Jerry F Wilson, President
 Secretary
 (Corporate Seal)


 STATE OF NORTH CAROLINA
 MOORE COUNTY
 I,  ______________________,  a Notary  Public,  do hereby certify that VIRGINIA
 CARY L. McDONALD  personally  appeared before me this day and acknowledged that
 she signed the foregoing instrument.
 Witness my hand and notarial seal this the ____________, 1996.
 My Commission Expires:

 STATE OF ALABAMA WINSTON COUNTY
 day of

  Notary Public
 I,_________________, a Notary Public, certify that Frances Wakefield personally
 came. before me this day and acknowledged  that she is the Assistant  Secretary
 of STAR INDUSTRIES,  INC., a Delaware  corporation,  and that by authority duly
 given and as the act of the corporation, the foregoing instrument was signed in
 its name by its  President,  sealed with its corporate seal and attested by her
 as Assistant Secretary.
 Witness my hand and notarial seal, this the __ day of
 _____ , 1996.

 Notary Public
   My commission expires: