Exhibit 10(c)

STATE OF NORTH CAROLINA    )

COUNTY OF ______________ )



                  ASSIGNMENT AND ASSUMPTION OF LEASE AGREEMENT


 THIS AGREEMENT is dated as of December 30, 1996 and entered into by and among;

                  ("Assignor"):     Star Industries, Inc.,
                                    a Delaware corporation
                                    P.O. Box 300
                                    Addison, Alabama  35540

                  ("Assignee"):     Cavalier Industries, Inc.,
                                    a Delaware corporation
                                    P.O. Box 300
                                    Addison, Alabama  35540

                  ("Landlord"):     Virgina Cary L. McDonald,
                                    an individual residing in the
                                    State of North Carolina
                                    P.O. Box 378
                                    West End, North Carolina  27376

for the purpose of assigning from Assignor to Assignee a Lease  Agreement  dated
October 16, 1996,  between  Virginia  Cary L.  McDonald,  as Landlord,  and Star
Industries, Inc., as Tenant ( the "Lease").

                                R E C I T A L S:


                  A.    Landlord is the owner of the Leased  Premises  described
in  Exhibit  A  and  leased  to  Assignor  pursuant  to  the terms of the Lease,
 including the option to purchase the Leased Premises.

                  B.  Assignor  desires to assign unto  Assignee  all its right,
title and  interest  in and to the  leasehold  estate  created  under the Lease,
including the option to purchase, and Assignee desires to accept such assignment
and to assume all  obligations  under the Lease arising after the effective date
of the assignment.

                  NOW  THEREFORE,  in  consideration  of the  premises  and  the
covenants and agreements hereinafter undertaken, and for other good and valuable
consideration,  receipt  of which is hereby  acknowledged  by the  parties,  the
parties agree as follows:

                  1.     Effective Date.  This assignment shall become effective
on December 30, 1996 (the "Effective Date").

                  2.  Assignment  of Leasehold.  Assignor does hereby  transfer,
sell,  convey  and assign  unto  Assignee  all of  Assignor's  right,  title and
interest in and to the leasehold  estate created under the Lease,  including the
option to purchase specifically set forth in said Lease and all other provisions
thereof.

                  3.  Acceptance  and  Assumption.  Assignee  hereby accepts the
foregoing transfer and assignment of the leasehold estate as provided in Section
2 above,  and  specifically  assumes and agrees to perform and observe  each and
every term and  condition to be performed or observed by Tenant  pursuant to the
terms and provisions of the Lease effective as of the Effective Date;  provided,
however, that Assignee shall have no responsibility whatever for any obligations
of  Assignor  under the Lease which shall have  accrued  prior to the  Effective
Date.

                  4.    Representations of Assignor.  Assignor hereby represents
and warrants unto Assignee that:

                  (a)      the Lease is in full force and effect and Assignor is
not in default thereunder;

                  (b)       Assignor is  the Tenant under the Lease and has full
authority to enter into this Agreement; and

                  (c) Assignor  shall observe all  conditions  and shall perform
all obligations to be observed and performed on the part of the Tenant under the
Lease through the Effective Date of this Agreement.

                  5.   Acknowledgement by Assignee. Assignee hereby acknowledges

                  (a) that it has reviewed  the Lease prior to the  execution of
this  Agreement,  and agrees to be bound as Tenant under the terms,  conditions,
covenants and obligations as set forth in the Lease from and after the Effective
Date; and

                  (b) that it has examined  the Lease  Premises and that neither
Assignor nor Landlord has made any warranties, covenants or representations with
respect to the condition of the Leased Premises.

                  6.  Surrender of Premises. As of the Effective  Date, Assignor
shall  surrender to Assignee the premises in good,  broom-clean  condition, wear
and tear excepted,and shall surrender all keys for the premises to the Assignee.

                  7.       Notices.  Section  20 of the Lease is hereby  amended
to provide  that any notice to be given to Tenant shall be delivered as follows:

                                    Cavalier Industries, Inc.
                                    P.O. Box 300
                                    Addison, Alabama  35540

                  8.  Miscellaneous.  All the terms and  conditions of the Lease
shall  remain and  continue  in full force and effect,  including  the option to
purchase.  In case of any  inconsistency  between the Lease and this  Agreement,
this Agreement shall govern and control. This Agreement may be amended, modified
or cancelled only be an instrument in writing signed by all parties hereto. This
Agreement may be executed in any number of counterparts,  each of which, when so
executed, shall be deemed to be an original.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and date first written above.


                                                     ASSIGNOR:

                             STAR INDUSTRIES, INC.,
                             a Delaware corporation



                             Michael R. Murphy
                             Its President

                                                     ASSIGNEE:

                           CAVALIER INDUSTRIES, INC.,
                             a Delaware corporation



                             Michael R. Murphy
                             Its Vice President



<PAGE>



STATE OF ALABAMA                                     )

____________ COUNTY                                  )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby  certify that Michael R. Murphy,  whose name as President of Star
Industries,  Inc., a Delaware corporation, is signed to the foregoing instrument
and who is known to me,  acknowledged before me on this day that, being informed
of the contents of the foregoing instrument, he, in his capacity as such officer
and with full  authority,  executed the same  voluntarily  for and as the act of
said corporation on the day the same bears date.

Given under my hand this ______ day of _________________________________, 1996.


                                      Notary Public
                                      My Commission Expires: ______________



STATE OF ALABAMA                                     )

____________ COUNTY                                  )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby  certify that Michael R. Murphy,  whose name as Vice President of
Cavalier Industries,  Inc., a Delaware  corporation,  is signed to the foregoing
instrument  and who is known to me,  acknowledged  before  me on this day  that,
being informed of the contents of the foregoing instrument,  he, in his capacity
as such officer and with full authority,  executed the same  voluntarily for and
as the act of said corporation on the day the same bears date.

Given under my hand this ______ day of ________________________________, 1996.




                                    Notary Public
                                    My Commission expires: __________________


<PAGE>


                                                       CONSENT


                  Virginia Cary L. McDonald ("Landlord"), as landlord under that
certain Lease Agreement (the "Lease") dated October 16, 1996,  between  Landlord
and Star Industries,  Inc. (the  "Assignor"),  as Tenant,  does hereby expressly
consent to the  assignment  of the leasehold  estate  created under the Lease by
Assignor  unto  Cavalier  Industries,  Inc.  (the  "Assignee"),  on the  express
condition  that Assignee  shall execute an  Assignment  and  Assumption of Lease
Agreement  whereby it shall assume all  obligations  of Assignor under the Lease
from and after the effective date of such  Assignment and Assumption  Agreement.
Landlord understands that Assignee is a Delaware corporation and based upon such
representation,  does  hereby  agree  that,  effective  simultaneously  with the
Assignor's  assignment and Assignee's assumption of the Lease, Assignee shall be
substituted for Assignor as Tenant under the Lease.

                  Dated  as of  the  ______  day  of  _________________________,
19____.


                                                     LANDLORD:




                                                     Virginia Cary L. McDonald

STATE OF NORTH CAROLINA                              )

____________ COUNTY                                  )

I, the undersigned  authority,  a Notary Public in and for said County,  in said
State,  hereby certify that Virginia Cary L.  McDonald,  whose name is signed to
the foregoing  instrument and who is known to me, acknowledged before me on this
day that,  being  informed of the  contents  of the  foregoing  instrument,  she
executed the same voluntarily on the day the same bears date.

Given under my hand this ______ day of __________________________________, 1996.




                                      Notary Public
                                      My Commission Expires: _________________