EXHIBIT 10.12 



STATE OF SOUTH CAROLINA

COUNTY OF GREENVILLE

                                                  LEASE AGREEMENT

     THIS LEASE, made and entered into this ____ day of July, 1994,
to be effective from February 1, 1993, by and between UNION
WAREHOUSE & REALTY COMPANY, a North Carolina corporation (Lessor),
and JOHN V. MOORE, a citizen and resident of Mecklenburg County,
North Carolina (Lessee).

     1.   Leased Premises. Subject to the terms and conditions
hereinafter set forth, the Lessor does hereby let and lease unto
the Lessee those certain premises located in the County of
Greenville, State of South Carolina, and more particularly
described as 213 N. Pleasantburg Drive, Greenville, South Carolina.

    2.    Term. The term of this LEASE shall be for a period of
five (5) years, commencing on the first (1st) day of February,
1993.

          2.1  No holding over after the regular termination of   
               this LEASE shall be termed a renewal thereof, but
               shall be a tenancy at will, and such occupancy
               shall be subject to the same conditions and
               covenants (except for term) as herein set forth.

     3.   Rental. Effective February 1, 1993, the base rental to be
paid is the sum of THREE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS
per month for the period beginning February 1, 1993, and ending
January 31, 1998.

          3.1  In the event that the period of this LEASE shall
               begin on a day other than the first of the month, 
               then a pro-rata portion of the monthly rental shall
               be paid upon occupancy and the first year period of
               this LEASE shall begin on the first of the month
               following such occupancy.

          3.2  During the term of this LEASE the Lessee shall make
               all payments due hereunder payable to Lessor at 

                         115 Henderson Street
                         P. O. Box 1160
                         Monroe, North Carolina 28110 

               or at such other address as Lessor may designate
               from time in writing to Lessee.

     4.   Renewal Option. The Lessor hereby grants to the Lessee
the option to renew or extend this LEASE for three (3) additional
terms of five (5) years, beginning at the expiration of each
successive term. Provided, however, that if the Lessee desires to
exercise this option, it shall give to the Lessor written notice of
such intention on or before ninety (90) days before the expiration
of the term of this LEASE, or any renewal thereof.  All of the
terms and provisions of this LEASE shall apply to the renewal
terms, except that at the beginning of each renewal period the
rental shall be increased by the same percentage as the Cost of
Living Index has increased from the Index as of the date of the
beginning of occupancy by the Lessee. The Cost of Living Index
shall be measured by the Consumer Price Index--U. S. City Average 
(1967=100) of the Bureau of Labor Statistics of the U. S.
Department of Labor, if such index shall be in use, and if not,
then by the index generally acceptable as being comparable thereto.
Provided, however, the rental for the first five year renewal term
shall not exceed $4,000.00 per month.

     5.   Quiet Possession. The Lessor covenants that he is the  
lawful owner of the demised premises and has lawful authority to  
enter into this AGREEMENT with Lessee. The Lessor agrees that the 
Lessee shall enjoy said premises during said term free from the  
adverse claims of any person and enjoy peaceful and quiet posses-
sion so long as Lessee pays the said rent and performs the other  
terms and conditions as herein agreed.

          5.1  The Lessee, at its own expense, shall comply with  
               all rules, regulations and requirements of the
               State and City Governments or of the Government of
               the United States or of any of the Departments or
               Bureaus thereof applicable to the leased or demised
               premises for the prevention or abatement of nuisan-
               ces or other grievances arising out of the manner
               of the occupancy of said premises during said term.

     6.   Taxes and Insurance. The Lessor shall pay all ad valorem 
taxes assessed against the demised premises, and will, at its own 
expense, cause the building and improvements located upon said
property to be adequately insured against fire or other casualty. 
The Lessee will pay all extended coverage insurance premiums.

          6.1  If the building becomes uninsurable because of
               Lessee's occupancy and use of the premises, the
               Lessee shall immediately deposit with Lessor cash
               or other suitable security in an amount sufficient
               to protect Lessor's interests; otherwise, Lessor
               shall have the right to immediately terminate this
               LEASE and take possession of the premises, giving
               three days' written notice to Lessee of his
               intention to do so.

          6.2  The Lessee shall provide for all hazard insurance
               on its own contents, furniture, fixtures and
               equipment located in the leased premises.

          6.3  The Lessee shall pay all personal property taxes on
               property owned by it and located in the leased
               premises.

     7.   Utilities. During the term of this LEASE, the Lessee will
pay for all electricity, heat, water and sewer charges, to the
extent that such charges are metered to the demised premises.

     8.   Maintenance. The Lessor agrees, at his expense, to main-
tain and keep in good repair the roof, principal structural mem-
bers, and exterior walls of the building upon the demised premises,
and to make any repairs necessitated by defects in the original
construction of the building located upon the demised premises. The
Lessee agrees to make all other repairs, except repairs to the roof
and exterior walls of the building, including repairs to the air
conditioning, plumbing, heating, electrical wiring systems, and
appliances, painting, glass and all equipment located in the build-
ing, and to keep the same in good condition and state of repair.
Provided, however, that the Lessee shall make all repairs which are
to be made by the Lessor under this Paragraph if such repairs are
occasioned by or through the negligence of the Lessee. The Lessee
will keep the grounds of the demised premises in a neat and
presentable condition.

          8.1  The Lessee further agrees that, upon termination of
               the LEASE, it will surrender the said premises in
               as good order and condition as they were at the
               beginning of the LEASE, ordinary wear and tear
               excepted; and the Lessee further covenants and
               agrees that it will make no unlawful or offensive
               use of the premises.

     9.   Liability Insurance. The Lessee further agrees to hold
the Lessor harmless from any loss, cost, damage or expense arising
out of any accident or other occurrence causing injury to any
person or property and due directly or indirectly to the use or
occupancy of said premises by the Lessee, and the Lessee shall, at
its own expense, carry liability insurance in the minimum amount of
ONE HUNDRED THOUSAND ($100,000.00) DOLLARS for injury to one
person, THREE HUNDRED THOUSAND ($300,000.00) DOLLARS for injury to
more than one person arising out of one accident or occurrence, and
FIFTY THOUSAND ($50,000.00) DOLLARS for property damage, with a
good and responsible insurance company authorized to do business in
the State of North Carolina, which will insure and indemnify the
Lessor and Lessee against such loss or liability for loss, damage,
or expense, and shall deliver such policy(ies) of insurance, or
certificates therefor, to Lessor. Said policy(ies) shall name the
Lessor as an insured, as his interest may appear.

     10.  Liens. The Lessee agrees to pay and save harmless the
Lessor from any and all liens which might be placed against the
premises by persons making repairs or improvements not expressly
contracted for by Lessor.

     11.  Lessee's Default. It is expressly agreed that if any
monthly installment of rent is not paid on the due date as herein
called for, then the Lessor may, after giving the Lessee ten (10)
days' written notice of such default, declare this LEASE terminated
and cancelled and may take possession of said premises without
prejudice to any other remedies he may have.

          11.1 If there be any other default by the Lessee in the
               stipulations, agreements and covenants herein con-
               tained, and if the Lessee fails to comply with any
               of the provisions of this LEASE AGREEMENT, the
               Lessor shall give the Lessee notice of such
               default, and if the Lessee shall fail to comply
               with such stipulations, agreements and covenants
               within twenty (20) days after such notice, then it
               shall be lawful for the Lessor to re-enter the
               premises hereby leased, and all requirements of
               notice are waived by Lessee, and Lessor reserves
               all other legal remedies.  

          11.2 It is expressly agreed that if, at any time during
               the term of this LEASE, the Lessee shall be
               adjudged bankrupt or insolvent by any federal or
               state court of competent jurisdiction, the Lessor
               may, at his option, declare this LEASE terminated
               and cancelled and take possession of said premises.

     12.  Inspections. The Lessee agrees that the Lessor, his
agents or other representatives, shall have the right, without
abatement of rent, to enter into and upon such premises, or any
part thereof, at all reasonable times for the purpose of examining
the same.

     13.  Personal Property and Fixtures. All personal property
placed on the demised premises, or any part thereof, shall be at
the risk of the Lessee or owners of such personal property, and
Lessor shall not be liable for any loss or damage to said personal
property or to the Lessee for any cause whatsoever not attributable
to or caused by defects in the original construction of the build-
ing.

          13.1 The Lessee shall have the right and privilege upon
               the termination of this LEASE to remove from the
               demised premises all trade fixtures installed by
               it, provided it be not in default hereunder; and in
               so doing, the Lessee shall repair all damage to
               said building that may have been caused by the
               installation or removal thereof; and it will
               surrender the demised premises in as good order and
               condition as they were at the beginning of the term
               hereof, ordinary wear and tear, and damage by fire
               or other casualty beyond the control of the Lessee,
               excepted.  Provided, that any partitions or other
               additions or improvements in said building, at
               Lessor's option, shall be and remain the property
               of Lessor.

     14.  Destruction. It is agreed between the parties hereto that
if the premises hereby let shall be destroyed or damaged by fire or
other casualty so as to become substantially untenantable, and if
the Lessor shall, by writing to be delivered to the Lessee within
ten (10) days after such damage or destruction, elect to rebuild or
repair said premises, commencing within fifteen (15) days after
such election to put the premises in as good condition as they were
at the time of destruction or damage, Lessor, for that purpose, may
enter said premises, and the rent shall abate during the time said
premises are untenantable; but if the Lessor does not elect, as
aforesaid, to rebuild or repair and, in any event, such rebuilding
or repairs are not completed within 120 days after the date of such
fire or casualty, then the Lessor shall have possession of said
premises hereby let, and Lessee shall surrender and deliver to the
Lessor such possession, and this LEASE shall become void, and the
term hereby ended, and upon delivery and surrender being made or
upon recovery of said premises by the Lessor, the obligation to pay
rental shall cease.

            14.1    It is agreed between the parties hereto that
                    if the premises hereby let shall be damaged by
                    fire, but not to the extent of becoming
                    untenantable then, in that case, the Lessor
                    shall rebuild or repair the premises within
                    ninety days' time, and the rental during such
                    time shall be proportionately abated;
                    provided, however, that the Lessor is able at
                    that time to obtain the necessary materials,
                    and in the event such materials are not
                    available within a reasonable time, the Lessee
                    may terminate this  LEASE.

     15.  Condemnation. If the whole or a substantial portion of
the demised premises is taken by any governmental agency or cor-
poration vested with the right of exercise of eminent domain,
whether such taking be effected by Court action or by settlement
with the agency exercising or threatening to exercise such power,
and if the property so taken renders the remainder of said property
unfit for the use thereof by Lessee, then the Lessee shall have the
option to terminate this LEASE, which option must be exercised
within sixty (60) days of such taking. If the Lessee shall not so
elect to terminate, or if the taking does not interfere with
Lessee's use of the premises to the extent that Lessee does not
have an option to terminate, there shall be a permanent reduction
of the annual rental based upon the nature and extent of the
taking.

     16.  Signs. The Lessee shall have the right to erect reason-
able and normal signs relating to its business activities. The 
care and maintenance of such signs shall be the responsibility of 
the Lessee and shall remain the property of the Lessee.

          16.1 It is further agreed that the Lessee shall not
               paint on the outside walls of the building any
               signs and that if the Lessee erects any sign or
               signs on the building, that it will repair any
               damage to the building occasioned by the removal of
               such signs.

          16.2 The Lessor or its designated agent shall have the
               privilege of installing a "for lease" and/or "for
               sale" sign on the leased premises during the last
               90 days of the LEASE term or any extension thereof
               and shall have the privilege of showing the leased
               premises to prospective lessees or purchasers
               during such 90-day period.

     17.  Assignment and Subletting. The Lessee shall not assign
this LEASE, or sublet any portion of the demised premises without
the written consent of Lessor, which consent shall not be
unreasonably withheld; and in the event of such subletting or
assignment, the Lessee shall remain bound under all obligations
hereunder.

          17.1 In the event the Lessor at any time in writing
               consents to the assignment of this LEASE or to the
               subletting of the whole or any part of the demised
               premises, such assignment or sublease shall be in
               writing and shall be subject to the following
               conditions:  

               17.1(a)   That the said assignee or sub-lessee by
                         an instrument in writing in recordable
                         form shall assume and agree to keep,
                         observe, and perform all of the
                         agreements, conditions, covenants, and
                         term of this LEASE on the part of the
                         Lessee to be kept, observed, and
                         performed, and shall be and become
                         jointly and severally liable with  the
                         Lessee for non-performance thereof;

               17.1(b)   That a duplicate-original of such instru-
                         ment of assignment or sublease and
                         assumption shall be delivered to the
                         Lessor as; soon as such assignment or
                         subleases and assumption shall have been
                         executed and delivered; and

               17.1(c)   That no further or additional assignment
                         of this Lease or sub-lease shall be made
                         except upon compliance with the
                         provisions of this Section 17.

     18.  Changes by Lessee. It is agreed that the Lessee shall
make no changes in the building without the written permission of
the Lessor, except as herein specified.

     19.  Subordination of LEASE. This LEASE, its terms and
conditions, and all leasehold interests and rights hereunder, are
expressly made, given and granted subject and subordinate to the
lien of any lending institution mortgage or deed of trust now or
hereafter imposed upon all or any part of the demised premises, and
Lessee agrees to execute and deliver to the Lessor, his successors,
or assigns or to any other person or corporation designated by the
Lessor, any instrument or instruments requested by the Lessor con-
senting to any such mortgage or trust deed placed upon the premises
and subordinating this LEASE thereto.

          19.1 In the event of subordination, all rights of Lessee
               under this LEASE shall be fully preserved and
               protected as long as Lessee complies with all the
               covenants or conditions herein assumed by it.

     20.  Late Charges. Any rental due Lessor under this LEASE
shall be considered past due for purposes hereof on the tenth
(1Oth) day of any month, and shall incur a penalty of four percent
(4%) of the monthly rental per month for that and each subsequent
month past due. Any other amounts payable to Lessor under this
LEASE, with the exception of rent, shall be considered past due
thirty (30) days from Lessor's billing date and shall incur a
monthly late charge of one and one-half percent (1.5%) for that and
each subsequent month past due.

     21.  Notices. All notices required to be given under this
LEASE shall be forwarded by registered or certified mail as
follows:

TO THE LESSOR:                      TO THE LESSEE:
UNION WAREHOUSE & REALTY CO.        MOORE ELECTRIC SUPPLY, INC.
115 Henderson Street                118 Winona Street
Monroe, NC 28110                    Charlotte, NC 28203

     21.1 Such address may be changed from time to time by 
          either party by serving notice as above provided.

     22.  Waiver of Subrogation of Insurance. To the extent of the
Lessee's insurance coverage, Lessee hereby releases Lessor, and all
agents, servants, employees, and licensees of Lessor from any and
all liability for any loss or damage caused by fire or any of the
extended coverage casualties, even if such fire or other casualty
shall be brought about by the fault or negligence of Lessor or
other person or persons claiming the benefit of such release;
provided, however, this release shall be in force and effect only
with respect to loss or damage occurring during such time as
Lessee's policies of fire and extended coverage insurance shall
contain a clause to the effect that this release shall not
invalidate said policies or the right of Lessor to recover there-
under. Lessee agrees that its fire and extended coverage insurance
policies will include such a clause so long as the same is 
obtainable. If extra cost is chargeable therefor, Lessee shall pay
the same. Lessee shall give Lessor prompt written notice of the
unobtainability of such clause.

          22.1 To the extent of Lessee's insurance coverage on 
               Lessee's tangible personal property on the demised
               premises, Lessee hereby releases Lessor and all his
               agents, servants, and employees, from any and all
               liability for any loss or damage caused to said
               tangible personal property by fire, or any of the
               extended coverage casualties, even if such fire or
               other casualty shall be brought about by the fault
               or negligence of Lessor or his agents, servants and
               employees; provided, however, this release shall be
               in force and effect only with respect to loss or
               damage occurring during such times as Lessee's
               policies of fire and extended coverage insurance
               shall contain a clause to the effect that this
               release shall not invalidate said policies or the
               right of Lessee to recover thereunder. Lessee
               agrees that its fire and extended coverage
               insurance policies will include such a clause so
               long as the same is obtainable. If extra cost is
               chargeable therefor, Lessee shall pay the same.
               Lessee shall give Lessor prompt written notice of
               the unobtainability of such clause.

     23.  Rights of Payment Upon Default. The Lessee agrees that if
it shall, at any time, fail to pay any taxes and to provide and pay
for any insurance required of it under the terms of this LEASE,
then Lessor may, at his option, without liability, pay such taxes
or provide and pay for such insurance and charge the actual cost
thereof to Lessee as additional rental to be due on the next rental
due date.

          23.1 Lessor further agrees that Lessee shall also have
               the right, at its option, without liability of
               forfeiture, to pay, when due or within the grace
               period permitted, any installment of mortgage
               indebtedness upon the demised premises when the
               payment thereof shall be necessary to preserve
               Lessee's leasehold interest hereunder, and to
               deduct the payment thereof from the rent thereafter
               falling due hereunder.

          23.2 Lessee agrees to pay as rent, in addition to the
               rental herein provided, any and all sums which may
               become due by reason of the failure of Lessee to
               comply with all the covenants of this LEASE and any
               and all damages, costs and expenses which the
               Lessor may suffer or incur by reason of any default
               of the Lessee, or failure on its part to comply
               with the covenants of this LEASE, and any and all
               damages, costs, and expenses which the Lessor may
               suffer or incur by reason of any default of the
               Lessee, or failure on its part to comply with the
               covenants of this LEASE and each of them, and also
               any and all damages to the demised premises caused
               by any act or neglect of the Lessee. Upon
               notification from any first Mortgagee on the
               aforementioned demised property, the Lessee hereby
               agrees to give said Mortgagee thirty (30) days'
               notice in writing of any defaults under this LEASE
               in order that said Mortgagee may have the right to
               cure said defaults at its sole option.

     24.  Complete Agreement. This written LEASE contains the
entire agreement between the parties, and it shall not be altered
or modified except in writing signed by the parties hereto.

                                        LESSOR:

                                        UNION WAREHOUSE & REALTY CO.

Attest                                  By: 
                                        President
         Secretary

     (Corporate Seal)                   LESSEE:

                                        
                                        JOHN V. MOORE
                                        
STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

     I, the undersigned Notary Public in and for the County and
State aforesaid, certify that __________________________ personally
came before me this day and acknowledged that he is Secretary of
UNION WAREHOUSE & REALTY CO., a Corporation, and that, by authority
of its Board of Directors duly given and as the act of the
corporation, the foregoing LEASE was signed in its name by its
President and sealed with its corporate seal and attested by him as
its Secretary.

     Witness my hand and notarial seal, this ___ day of
_____________, 1994.


                                                                 
                                   Notary Public

My Commission Expires:


STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG

     I, the undersigned, a Notary Public in and for said County and
State, do hereby certify that JOHN V. MOORE personally appeared
before me this day and acknowledged the due execution of the
foregoing instrument for the purposes therein expressed.  

     WITNESS, my hand and notarial seal, this ___ day of
_________________, 1994.


                                                                 
                                   Notary Public

My Commission Expires:



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