Exhibit (10)(zz)

                              COMMERCIAL SUB-LEASE
                              --------------------

                  The Commercial Sub-Lease and Agreement made as of the  1st day
of  July,  1996,   between  Perfect  Panels,   Inc.,   an  Alabama  Corporation,
(hereinafter  referred  to  as  "Landlord"),  whose  address  is P. O. Box 1805,
Hamilton,  Alabama  35570,  and Quality  Housing  Supply,   Inc.,   an   Alabama
Corporation,  (hereinafter referred to as "Tenant")  whose address is  P. O. Box
664, Winfield, Alabama 35539.

                  Whereas,  Landlord has a new building,  fixtures, and property
located at or near Hamilton,  Marion County,  Alabama,  wherein  Landlord is the
Lessee under a Lease  Agreement with Option to Purchase (the "Prime Lease") with
The City of Hamilton on a bond issue; and,

                  Whereas,  Landlord  and Tenant  (who will be a  sub-lessee  of
Landlord)  wish to enter into a Commercial  Sub-Lease for a period of ninety-six
(96) months on the terms and conditions hereinafter set forth:

         1.       DESCRIPTION OF PROPERTY:  That Landlord has  and  does  hereby
lease  (and/or  sub-lease)  unto the said Tenant the  following  described  real
estate (including the fixtures placed  hereon), which is situated in the City of
Hamilton,  County of Marion, and State of Alabama,  (hereinafter  referred to as
the "Premises"):

                  (See Attached Schedule "A" for description of the real estate)

                  TO HAVE AND TO HOLD the Premises unto the Tenant for a term of
ninety-six (96) months commencing as stated in paragraph (b) herein.

         2.       RENT.  Tenant hereby covenants and agrees to pay Landlord rent
for the Premises as follows:


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                  2.1     First Rental Period.

                  Tenant  covenants  and agrees to pay Landlord as base rent for
the first forty-eight (48) months of this lease for said Premises the sum of Six
Hundred  Thousand and No/100  ($600,000.00)  Dollars for said period.  The first
rental  payment  will be due  July  1,  1996  and on the  1st day of each  month
thereafter  payable in forty-eight (48)  consecutive  monthly  installments,  in
advance,   being  in  the  sum  of  Twelve  Thousand  Five  Hundred  and  No/100
($12,500.00) Dollars per month.

                  2.2     Second Rental Period.

                  Landlord  and  Tenant  agree  that  the base  rent for  months
forty-nine  (49) through month  ninety-six (96) shall be in the minimum base sum
of Seven Hundred Twenty  Thousand and No/100  ($720,000.00)  Dollars  payable in
forty-eight (48) consecutive  monthly  installments,  in advance,  in the sum of
Fifteen Thousand and No/100 ($15,000.00) Dollars per month.

                  2.3     Annual Rent Adjustment during Second Rental Period.

                  The base rent payable hereunder shall be adjusted effective as
of the 1st day of each annual  anniversary date of the lease term beginning July
1, 2000, in accordance with this Section 2.3, effective July 1, 2000 and on July
1 of each year  thereafter  during the remaining  term of this lease;  beginning
with the fifth year of the lease term and each succeeding July 1 thereafter, the
monthly  rent shall  increase by the actual  annual  inflation  increase and the
annual  inflation  increase  shall be  calculated  as follows:  the monthly rent
payment due  pursuant to this lease shall be adjusted to an amount  equal to the
product  obtained  by  multiplying  the  previous  years'  monthly  rental  by a
fraction,  the  numerator  of which is the  Consumer  Price  Index for all urban
consumers,  U.S. City Average, for all items, as published by the U.S. Bureau of
Labor  Statistics  (the "CPI Index") for the first month of the new annual term,
and the  denominator  of which is the first month of the  previous  annual term;
provided, however the monthly payment shall not be less than the monthly rental


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payment for the previous year. The monthly rent payment  calculated  pursuant to
the preceding  sentence shall then remain  constant during the next twelve month
period of the lease.

         3.       OPTION TO PURCHASE.  (a)  (i)   Tenant is  hereby  granted  an
exclusive option to purchase the  Premises  by  giving  ninety (90) days written
notice of the exercise of such option to Landlord  during the  original  term of
this lease or during any renewal thereof,  (said option to purchase the Premises
being hereinafter  referred to as the  "Option").  The purchase price to be paid
by  Tenant to Landlord at the closing in the event the Option is  exercised  and
the sale  of  the  Premises  is  consummated pursuant thereto shall be an amount
equal to One Million One Hundred Twenty-Five Thousand and No/100 ($1,125,000.00)
Dollars, during  the first four (4) years (48  months) of the lease term and the
minimum sum of One Million Two Hundred Fifty and No/100 ($1,250,000.00)  Dollars
during the remaining term of the lease, which shall be adjusted annually on July
1 of each year  beginning July 1, 2000 by the  increase  in the  Consumer  Price
Index (CPI) as stated herein  payable in cash at the closing (the  "Closing") of
such sale,  and shall be in addition to any  rent or other sums theretofore paid
or payable by Tenant to Landlord  under this lease  through the period ending on
the date of the Closing (the "Closing Date").

                           (ii)   As a condition precedent to the closing of the
Option to Purchase, Tenant shall cause the Landlord and the personal  guarantors
on the Bond Issue with  the City of  Hamilton  to be  released  from any further
obligations or liability on the Bond Issue.

                           (iii)   Option to Purchase: Price Adjustment.  In the
event Lessee  exercises  its Option to purchase  as set forth in  paragraph 3 of
this Sub-Lease and Agreement, the minimum purchase price payable hereunder shall
be adjusted effective as of July 1, 2000 and on the 1st day of July of each year
thereafter during the  remaining  term of this  lease,  in accordance  with this
Section.  Effective  July  1,  2000,  the  annual  Option  to purchase price due
pursuant to this lease shall be increased and adjusted to an amount equal to the

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product obtained  by multiplying  $1,250,000.00  by a fraction, the numerator of
which is the Consumer Price Index for all Urban Consumers U.S. City Average, for
all items, as published by the U.S. Bureau of Labor Statistics (the "CPI Index")
for  July 1, 2000,  and the denominator  of which is  the CPI  Index for July 1,
1996; provided, however, the Option to purchase price shall not be less than One
Million Two Hundred  Fifty Thousand  and  No/100  ($1,250,000.00)  Dollars.  The
Option to purchase price calculated  pursuant to the  preceding  sentence  shall
then  remain  constant  for  the next twelve (12) month  period,  and,  shall be
re-calculated annually on July 1st of each year during the remaining term of the
lease and adjusted for the increase in the CPI, but in no event shall the Option
to purchase price be less than One Million Two Hundred Fifty Thousand and No/100
($1,250,000.00) Dollars.
                           (b)  In the event Tenant gives notice to Landlord  of
the exercise of the Option,  Landlord agrees to use its best  efforts to acquire
title to the Premises,  which shall be fee  simple  title  in  the  case  of the
Premises, from the City of Hamilton,  including, without limitation,  curing any
defaults  under that  certain  lease  agreement by  and between the City and the
Landlord dated as of  March 6, 1996 (the "Prime  Lease"),  taking such  steps as
may be  necessary  to provide  for the  prepayment  of the Bond  under the Prime
Lease, thereafter exercising its option to purchase the Premises under the Prime
Lease, terminating the Prime Lease, and otherwise taking such actions  as may be
necessary to provide for the redemption of the Bond, the release of the mortgage
on the  Mortgaged  Realty by the Trustee,  and the  discharge of the  Indenture.
Landlord  shall be  entitled  to make its  obligations  to  acquire  such  title
contingent  upon a  contemporaneous  closing  of the  purchase  of the  Premises
pursuant to the Option.  In the event  Landlord  exercises  its best  efforts as
aforesaid,  such  acquisition  of title  shall be a condition  precedent  to the
enforceability against either Landlord or Tenant of the Option granted hereunder
or the exercise thereof.

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                           (c)  Tenant shall  have  the  right,  at  its expense
(except as provided  in  subsection  (d) hereof,  to conduct an  examination  of
Landlord's  title to the Premises and, in the judgment of Tenant,  exercised  in
good faith and based upon such termination,  if such title is not at any time in
a condition  satisfactory to Tenant, Tenant shall have the right to elect not to
consummate the purchase of the Premises by written  notice  given to Landlord at
any time prior to the  consummation  of  said  purchase.  Tenant  agrees to give
Landlord  prompt notice in the event it obtains  knowledge of any fact or matter
constituting  a defect in  Landlord'  title, and  in  the  event  the  title  is
defective   Landlord  agrees  to  use  its best efforts to promptly correct said
defect.  Tenant's  election  not  to  consummate the purchase of the Premises as
herein provided shall not affect this lease nor  in  any  way  limit  or  affect
Tenant's  right to  exercise the Option at a  later time during the term of this
lease or any  renewal  thereof as provided in subsection (a) of this Section 3.

                           (d)  The  Closing  of  the  purchase  of the Premises
provided for this Section 4 shall take place on or before the end of the  ninety
(90)  day  notice  period  provided  for  herein,  or  at such other time as the
parties may mutually agree upon in writing.  Conveyance of the Premises shall be
made by general  warranty deed  with full  covenants  and  warranties  of title,
subject  to  restrictive  covenants,  free of all liens  except  whose as may be
approved in writing by Tenant.  Possession  shall be given upon  delivery of the
deed.  Landlord  shall  furnish  to  Tenant,  at  Tenant's  expense,  a current,
standard form title insurance  binder and policy  with  respect to the  Premises
issued by a  reputable  title insurance  company  in the amount of the  purchase
price.  The title insurance binder and policy shall show merchantable fee simple
title to the Premises in the Landlord, free and clear of all liens, encumbrances
and exceptions, except  as may be otherwise  approved by Tenant in writing prior
to the  consummation of  the sale.  Tenant shall bear all  charges of  the title
company for the title premium for the issuance of the title insurance binder and
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policy.  Tenant  further  shall  furnish,  at its expense,  such  surveys of the
Premises as may be needed by the Tenant.

                           (e)  The right to exercise the  Option  shall  expire
upon the expiration or earlier termination of the original term of this lease if
not renewed,  and, if renewed, upon the expiration or earlier termination of the
renewal term of this lease.

                           (f)  In the  alternative  to  exercising  the  Option
provided  for in  subparagraph  (a) through  (e) hereof,  Tenant shall  have the
exclusive right  and  option  (the "Landlord  Option")  herein  granted  by  the
Landlord to acquire subject to the terms and  conditions of the Prime Lease  and
the conditions in this lease paragraph  2(a)(ii), the leasehold  interest of the
Landlord  in  the  Prime  Lease  (including  the  option  to  purchase)  on  any
installment  payment date, as defined  in  the  Prime  Lease.  To  exercise  the
Leasehold Option, the Tenant shall give written notice to the Landlord  not more
than ninety  (90) nor less than forty-five  (45) days prior to such  installment
note.  The purchase price payable by the Tenant in the event of the exercise  of
the Leasehold Option,  which shall be payable in cash at the Closing,  shall  be
the  difference  between (a)  One Million One Hundred  Twenty-Five Thousand  and
No/100 ($1,125,000.00) Dollars during the first four years of the lease term and
the  minimum  sum  of  One  Million  Two  Hundred  Fifty  Thousand  and   No/100
($1,250,000.00)  Dollars  during  the  remaining  term  of  the  lease, adjusted
annually by the increase in the CPI, and (b) an amount which,  when added to the
amount on deposit in the Bond Fund created in the Indenture, will be  sufficient
to retire and redeem the Bond  on  such  installment  payment  date,  including,
without limitation,  the  principal,  interest  to  mature  until  and  on  such
installment  payment  date,  any  redemption  premium  with respect to the Bond,
expenses of redemption  and  Trustee's  fees.  Upon  the  consummation  of  such
purchase,  the Landlord will assign to Tenant all its right,  title and interest
in the  Prime  Lease, and the Tenant will assume all the obligations of Landlord
under the  Prime  Lease that accrue after the Closing.  Tenant  further shall be
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entitled to the benefit of the title matters set forth in  subparagraph  (c) and
(d) hereof.  In the  alternative  to an assignment and  assumption  of the Prime
Lease,  the Tenant shall be entitled to elect that, immediately  upon receipt of
the amount specified in clause  (b)  of the third sentence of this subparagraph,
the Landlord  will pay such amount to the Trustee and will thereafter  cooperate
fully  with the  Tenant in taking any and all  action that may be  necessary  to
effect  the redemption of  the  Bond on the  then  next  succeeding  installment
payment date.  The Landlord  and  the  Tenant  recognize and agree that upon the
purchase of the right, title and  interest of the  Landlord  in and to the Prime
Lease  pursuant to the provisions of this subparagraph, the Tenant will exercise
the option to purchase the Project granted in the Prime Lease.  Accordingly, the
Landlord  agrees that it will  cooperate with the Tenant in causing  the City to
take any and all actions  necessary  under the Prime Lease and the  Indenture to
effect the redemption of the Bond on the  installment payment date with  respect
to which the  Leasehold  Option granted to the Tenant in this paragraph is to be
exercised.

                           (g)  The right to exercise the Leasehold Option shall
expire upon the  expirations or earlier termination of the original term of this
lease.

                           (h)  In connection with the Closing of the  Option or
the Leasehold Option,  Tenant and  Landlord  each agree to  execute any  and all
documents  reasonably requested by  counsel  to the  parties to  effectuate  the
transactions contemplated in the foregoing subparagraphs.

         4.       TENANT'S PROPERTY.  All furniture,  machinery,  and  equipment
placed upon the leased Premises by Tenant, except fixtures  which  shall  become
the property of Landlord, shall remain the property of Tenant and may be removed
by Tenant at or prior to the expiration or termination  of this lease agreement,
provided  that all  terms  and  conditions  of this  lease  agreement  have been
complied with by Tenant, and provided further,  that Tenant repair any damage to


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the leased building caused by such removal and shall not  permit any  damage  or
weakening of the structural integrity of said building to occur by such removal.

                  Notwithstanding the foregoing,  in the event that Tenant shall
hereafter make any structural changes, additions,  improvements,  alterations or
replacements  to the Premises that do not constitute  fixtures,  or in the event
Tenant makes any substitutions or replacements of the fixtures,  such structural
changes, additions, improvements, alterations or replacements shall be deemed to
constitute  a part of the  Premises,  subject  to being  delivered  to  Landlord
pursuant  to Section 20 hereof or to  repossession  and  reletting  pursuant  to
Section 23 hereof.  Tenant  agrees to identify by labeling or other  conspicuous
means any furniture,  machinery,  or equipment  which belongs to it and does not
constitute a fixture and a part of the Premises.
         5.       LANDLORD'S LIEN.  A lien is expressly reserved by Landlord and
granted  by  Tenant,   upon  all  equipment,   building   material,   inventory,
improvements,  and all other items (and  fixtures  which are the  property or to
become the property of Landlord) erected or put in place upon the Premises by or
through  Tenant  or other  occupants  for the  payment  of rent and also for the
satisfaction  of any causes of actions  which may accrue to the  Landlord by the
provisions of this lease, except as may be waived in writing by the Landlord.

         6.       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.

         7.       PROOF OF PAYMENT.  The burden of  proof of  payment of rent in
case of controversy shall be upon Tenant.

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         8.       INTERRUPTED POSSESSION.  Landlord  hereby  covenants  that  if
Tenant shall keep and perform all of the  covenants of this lease on the part of
Tenant to be performed, Landlord will guarantee to Tenant the  quite,  peaceful,
interrupted possession of the Premises.

         9.       Tenant hereby covenants

                           (a)  USE FOR LAWFUL PURPOSES.  That the Premises  and
all buildings and  improvements  thereon shall during the term  of this lease be
used  only and  exclusively for lawful  and moral  purposes,  and no part of the
Premises or improvements thereon shall be used in any manner  whatsoever for any
purpose in violation of the laws of the United States, the State of Alabama,  or
the ordinances and laws of the City of Hamilton, and County of Marion;

                           (b)  O.S.H.A., etc.  To  save   and   hold   Landlord
harmless from any violations  on the Premises of the laws of  the United  States
including  but not  limited to requirements of  Occupational  Safety and  Health
Association, of the State of Alabama, and the ordinances and laws of the City of
Hamilton and County of Marion;

                           (c)  NUISANCE.  Not to create or allow  any  nuisance
to exist on the Premises,  and to abate any nuisance that may arise promptly and
free of expenses to Landlord;

                           (d)  INCREASE OF INSURANCE.  Not to  suffer  anything
to remain  upon or about the Premises nor permit  upon the Premises any trade or
occupation or cause to be done anything which may render an  increased  or extra
premium  payable  for  the  insurance  on the  Premises or the building  thereon
against fire, theft, and extended coverage unless consented to in writing by the
Landlord  and  if  so  consented  to,  Tenant shall pay such  increased or extra
premium within ten  (10) days after Tenant shall have been advised of the amount
thereof;

                           (f)  HOLD HARMLESS. To hold Landlord harmless against
all  damages,  accidents  and  injuries  to  persons  or  property  caused by or
resulting from,  or in connection with any  equipment,  power plant,  machinery,

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elevator,  elevator shaft,  stairway, signs, awnings,  glass,  brick, and  other
building material, hatch, or other openings, flagpole, or any other things in or
pertaining  to any  other  parts of any building or buildings on the Premises or
things in or  pertaining to or upon the said  buildings and Premises  during the
term of this lease or while Tenant is occupying the Premises;

                           (g)  INSOLVENCY OR BANKRUPTCY.  That, notwithstanding
any  other  provisions  in  this  lease,  in  the  event  of  the  insolvency or
bankruptcy of Tenant, or in the event of a partial or general assignment for the
benefit of a creditor,  at any time thereafter Landlord shall have the  right to
terminate the lease immediately.

         10.      CONDITION AT OCCUPANCY AND REPAIRS AND/OR REPLACEMENT.
                  Tenant acknowledges that all the appliances, plumbing, heating
and  cooling apparatus,  and fixtures,  are new and in good  order by the act of
occupancy and  use of the Premises,  and does  hereby  covenant  and  agree that
during the terms of  this lease the same shall be  maintained  and kept  in good
order and  condition,  with  replacement  if required by  Landlord,  at Tenant's
expense, and, at the expiration of this lease, to make good all damages to same,
if deemed necessary by the Landlord, either during the term of this  lease or at
the  expiration thereof.  Tenant further  agrees,  that in the event it  deems a
fixture owned by  Landlord  to be worn  out or obsolete  for  its  manufacturing
purposes, it will replace the worn out fixture or substitute new modern fixtures
at its sole expense and the new or replacement  fixture will immediately  become
the property of the Landlord.

         11.      REPAIRS AND MAINTENANCE.  In addition  to those  provisions in
paragraph 11 herein,  Tenant further agrees that it shall be responsible for all
repairs to the  buildings  and fixtures and to the  Premises  including  but not
limited  to  maintaining  and/or  replacing  the  roof  and  side  walls  of the
building(s)  on the  Premises  to keep them in good  order,  to maintain a water
tight seal, and Tenant shall be responsible for any damage  to the  building(s),
fixtures, or the Premises which may be caused by a defect(s) in the roof.

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         12.      ENVIRONMENTAL MATTERS AND COMPLIANCE.  (i)  Lessee  represents
and warrants  that  the  Tenant's  use  of  the Premises  will  not  violate any
environmental laws and that no substance,  chemical,  material, or substance the
exposure to which is  prohibited,  limited or regulated  by any Federal,  State,
County,  Regional, or Local Authority,  or which, even if not so regulated,  may
pose a hazard to the health and safety to the  occupants  of the Premises or the
owners of property adjacent thereto. Tenant further represents and warrants that
there are no areas on the Premises where hazardous substances have been disposed
of, or released by Tenant,  and Tenant shall give  Landlord  immediate  oral and
written notice of its receipt of any notice of a violation of any law,  standard
or regulation covered by this paragraph.

                           (ii)  Tenant hereby  agrees  to  indemnify  and  hold
Landlord harmless from all loss,  cost,  damage,  claim, and expense incurred by
Landlord on account of  the violation of any  representations  or warranties set
forth in this paragraph, or of Tenant's failure to perform  any  obligations  of
this paragraph, or of Tenant's failure  to comply fully  with all  environmental
laws, rules, and regulations.

                           (iii)  Tenant  shall  comply  with  all   applicable,
present  and  future,  local,  state,   and  federal   environmental  laws   and
regulations.  Tenant   shall  notify  Landlord  immediately  if  any,  hazardous
substance,  (as defined in CERCLA)  is  released,  discharged,  or  disposed of,
stored, or discovered on the Premises.  Tenant shall  notify Landlord in writing
within three  (3) days  after  receiving  written notice  from any  governmental
authority or  any individual or entity claiming  violation  of any environmental
protection law or regulation  related to the  Premises,  or demanding compliance
within  any  environmental  protection law or regulation,  or demanding payment,

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indemnity, or contribution for any environmental damage or injury to any natural
resources or the Premises.

                           (iv)  At  its  sole  cost  and  expense, Tenant shall
comply with all Federal,  State, and  Local Laws,  Regulations  and  Orders with
respect to the discharge and removal of hazardous substances or toxic waste, pay
immediately  when due the  cost of  removal  of any  such  waste,  and keep  the
Premises  free of any lien imposed  pursuant to such laws,  rules,  regulations,
and orders.  In addition, Tenant shall not install or permit to be installed  in
the  Premises,  any  substance  containing anything deemed hazardous by Federal,
State, or Local laws, rules, regulations,  or orders  respecting  such material.
In the event  Tenant fails to comply herewith,  then after notice to  Tenant and
the expiration of the early of (a) thirty (30) days after written notice, or (b)
the cure, permitted under the applicable law, rule, regulation, or order, Lessee
may either declare this lease to be in default and  terminate the lease or cause
the  Premises to be  freed from the hazardous waste,  and contaminates,  and the
cost of the removal shall be so much  additional  indebtedness  charged  to  the
Tenant as rent which shall become immediately due and payable without notice.

                           (v)  For purposes of this entire  paragraph  thirteen
"hazardous substances" shall mean and include those elements or compounds  which
are contained in the list of  hazardous substances adopted by the United  States
Environmental Protection Agency (EPA) or the list of toxic pollutants designated
by Congress or the  EPA or any  flammable  substances,  explosives,  radioactive
materials,  hazardous materials, hazardous waste, toxic substances,  pollutants,
pollution,  or related materials which are covered by,  or regulated under,  any
other Federal, State, or Local Statute, Law, Ordinance, Code, Rule,  Regulation,
Order, or Decree regulating,  relating to, or imposing liability or standards of
conduct  concerning,  any hazardous,  toxic or  dangerous waste,  substance,  or
material,

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as now or at  any time hereafter in effect  (herein collectively referred  to as
the "Environmental Laws").

         13.      DRAINAGE.  Tenant agrees to keep all  ditches  in good  repair
and maintain good drainage around the building(s) and to be responsible  for any
surface water damage to the building(s) and Premises.

         14.      SEWER SYSTEM.  Tenant expressly  agrees  to  accept the sewage
and  water  systems  in  good  order  and to be  responsible  for any expense to
maintain, repair, replace, or improve said systems.

         15.      UTILITY CHARGES.  Tenant agrees to pay any and  all  bill  for
its utilities,  such as electricity,  gas, water, telephone,  and trash removal,
used  by Tenant  during  the  term of  this  lease and  Landlord  shall  have no
obligation therefor.

         16.      LIABILITY INSURANCE.  That Tenant shall,  during the  term  of
this lease, keep in full force and effect a policy of public liability insurance
with respect to the Premises and the business  operated  thereon  by Tenant,  in
which the limits of liability shall not be less  than  Two  Million  and  No/100
($2,000,000.00)  Dollars per person and Five Million and No/100  ($5,000,000.00)
Dollars  for each  accident  or  occurrence  for bodily  injury and the same for
property damage.  Should Landlord ever desire this limit increased,  Tenant will
pay the  increased  premium,  and Tenant  shall cause the Landlord to be a named
insured on said policy "as its interest may appear" and furnish  Landlord with a
copy thereof and any renewals thereto.

         17.     FIRE INSURANCE.  Tenant agrees to  maintain  fire  and all risk
extended  coverage  insurance  on the ISO Special  Forms,  including  earthquake
coverage, on the building(s) and fixtures equal to one hundred (100%) percent of
replacement  cost,  during  the  term of this  lease,  or any  renewal  thereof.
Landlord  shall  be  the  named  insured on said insurance policies covering the


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building(s)  and fixtures and be provided  with a copy of the  policies.  Tenant
agrees to pay any increase in said premium  after the original  policy term,  if
any.
         18.     PROPERTY TAXES.  Tenant shall pay the ad  valorem  taxes on the
real estate and  fixtures  covered in this lease  during the  lease term or  any
renewal thereof.  And,  Tenant shall pay all ad  valorem taxes  assessed  on any
equipment placed on the Premises by it  and  on  any  inventory or  other  items
subject to said tax and shall hold the Landlord harmless therefrom.

         19.     VACATE PREMISES AT END OF TERM.  If at  the  expiration of this
lease or any renewal thereof, the Option to purchase the Premises herein granted
to Tenant has not been exercised, Tenant agrees to deliver  up to  Landlord,  or
Landlord's agents or assigns, the fixtures and the Premises at the expiration of
this  lease in good  order and  condition,  and to make  good all  damage to the
building(s) and fixtures and the Premises,  ordinary wear and tear excepted. The
said delivery to be made on the day  immediately  following the last day of this
lease or any renewal  thereof,  and in the event of failure of Tenant to deliver
the Premises on the termination of this lease or any renewal  thereof,  Landlord
may hold Tenant for any damages  that  Landlord  may have  sustained  due to the
failure of Tenant to make delivery of the Premises, until all the Premises, with
the keys to same,  cleared of all persons and property not belonging to same, be
returned to Landlord,  or Landlord's  successors or assigns. No demand or notice
of such delivery shall be necessary.

         20.     INSPECTION AND RIGHT TO REPAIR.  Landlord  reserves  the  right
during the term of this lease or any renewal to enter the Premises at reasonable
hours  to show the  same to other persons  who may be  interested in  renting or
buying the property,  and for the purposes of inspecting the Premises,  in order
to request Tenant  to make  such  repairs  and/or  replacements  as the Landlord
may deem necessary for the protection and  preservation of the  Premises and the
buildings and fixtures thereon; but Landlord is not bound to make any inspection
or repairs whatever,  not to be held liable  for any damages in  consequences of

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stoppage of water, sewer, gas  or drain pipes by reason of freezing or any other
cause of  obstructions,  nor  for any  other defects  about the Premises and the
building(s)  and  fixtures  thereon, Tenant  having  examined the same and being
satisfied therewith, but should such obstruction, freezing, stoppages,  or other
defects about the Premises and the  building(s) thereon occur during the term of
this  lease or  any renewal,  or while Tenant is  occupying the  Premises,  then
Tenant  shall  remedy  the  same promptly at Tenant's expense unless Landlord by
written agreement undertakes to do the same.

         21.      DESTRUCTION OF BUILDING.  In    the    even   of   the   total
destruction of,  or partial damage to, the building(s) upon the demised Premises
by fire or  other  casualty,  Landlord  shall  proceed  with  due  diligence and
dispatch to repair and restore the building(s) to the  conditions  to which they
existed immediately prior to the occurrence of such casualty, at Landlord's cost
and  expense,  provided  such  cost  does  not exceed the proceeds of  insurance
collected on the building(s),  by reason of such casualty,  the  application  of
which  insurance  proceeds  are  not  prohibited,  by  reason  of  any  mortgage
provision,  from being  used toward the  cost of  restoration  and repairing the
same; provided, further, that if the unexpired portion of the term of this lease
or any extension thereof shall  be two (2)  years  or  less on the  date of such
casualty  or the cost of repair or restoration,  as estimated  by  two  or  more
contractors,  exceeds twenty  (20%)  percent  of the  replacement  value of  the
Premises immediately prior to the occurrence of such casualty, then Landlord may
by written notice to the Tenant, within sixty (60) days after the  occurrence of
such casualty, terminate this lease.  If the insurance proceeds are insufficient
to effect such restoration or repairs, Landlord at its  option may  cancel  this
lease by written notice to Tenant within sixty (60) days after the occurrence of
such casualty.

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                  In the event the  repairing  and  restoring  of the  buildings
cannot be completed  within six (6) months after the date of  occurrence of such
casualty,  as estimated by two or more reputable  contractors,  the Tenant shall
have the right to terminate  this lease upon giving  written  notice to Landlord
within thirty (30) days from the date of occurrence of said  casualty.  From the
date of such damage or  destruction  until said building has been  substantially
repaired  or  restored,  an  equitable  abatement  of rent shall be allowed  the
Tenant.
                  22.      DEFAULT.  If Tenant  fails to pay any  installment of
rent within ten (10) days of the  date it is due,  Landlord may, after notifying
Tenant in writing of such default in the payment of rent (unless within five (5)
days  after  receipt of such notice Tenant cures such default) declare the lease
and  any  renewal  thereof  cancelled and terminated.  If Tenant defaults in the
payment of any moneys required herein to be paid by  Tenant other than rent,  or
in the performance of any Tenant's  other  obligations  hereunder, Landlord may,
after  once notifying  Tenant in writing of  such default (unless  within thirty
(30) days after such notice  Tenant  cures such default if the same involves the
payment of money other than rent required herein to be paid by Tenant, or in the
case of  default  other than  in the  payment  of money.  Tenant  commences  and
diligently  prosecutes  the curing  of such default)  declare the  lease and any
renewal thereof cancelled and terminated and the remainder of the rent due under
the lease shall be due and payable immediately.  If the lease shall terminate as
aforesaid or should  Landlord elect not to terminate this lease, in either event
Landlord shall have the  immediate  right to re-enter and repossess the Premises
and the remainder of the rent due under the lease term shall be due and  payable
immediately.  Landlord  shall have the further right (but shall not be obligated
to do so) to relet the Premises and the  improvements  thereon,  if the Landlord
elects not to terminate this lease.  If Landlord  relets for an amount less than
the rental and other charges  required by this lease to be paid by Tenant,  then
Landlord shall notify Tenant  of this  deficiency each month  and  Tenant  shall


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either  receive credit for any amounts  paid or pay the  deficiency to  Landlord
within  fifteen (15) days of receipt of such notice.  No entry by Landlord under
the provisions  of this section  shall bar the recovery  of rent or damages  for
breach or  any of the covenants,  agreements or conditions  on the  part  of the
Tenant herein contained.  The receipt of rent after breach or condition  broken,
or delay on the  part of Landlord to enforce  any  right hereunder  shall not be
deemed a  waiver or  forfeiture of  Landlord of  any of  the  rights or remedies
provided for herein.  The exercise by Landlord of any right or  remedy or of any
alternative rights or remedies,  granted  herein to Landlord shall not affect or
prejudice any other rights or remedies afforded Landlord by law.  Any failure of
Landlord  promptly  to  exercise  the  rights  or  pursue  the remedies accruing
hereunder by reason of any breach or default shall not  operate  as a waiver but
the right and  remedies  shall be  available  to Landlord  at any time or times.
Nothing  contained  in this Section 22 shall limit or affect the  rights granted
Landlord by Section 9(g) of this lease.

         23.      WAIVER OF TERMINATION NOTICE.  Both Landlord and  Tenant waive
notice of the termination of this lease at the end of the lease period specified
or any renewal thereof.

         24.      WAIVER OF BREACH.  It is hereby covenanted and agreed that  no
waiver of  a breach of any of the covenants of this lease shall not be construed
to be a waiver of any succeeding breach of the same or any other covenant.

         25.      SUCCESSORS AND ASSIGNS.  It is hereby  covenanted  and  agreed
between  the  parties  hereto  that  all  covenants, conditions, agreements, and
undertakings, contained in this lease or any renewal thereof shall extend to and
be binding on the respective heirs, executors,  administrators,  successors  and
assigns of the respective parties hereto.

         26.     BUSINESS ON PREMISES.  Unless  written  consent  is   otherwise
given by Landlord,  the business to be conducted on the Premises throughout  the
full term of this lease is the manufacture of wall panels and other construction

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supplies for the housing industry and at no time will the premises be unoccupied
or vacant as that term is defined in Landlord's fire insurance policies.

         27.      ASSIGNMENT.  Tenant shall not have the  right  to  assign  the
lease or  sub-let all or a  portion of the  Premises  without the prior  written
consent of Landlord which shall not be unreasonably withheld.

         28.     EMINENT DOMAIN.  If at any time during the term  of this  lease
or any renewal  thereof,  the entire  Premises unusable for  Tenant's  business,
shall be  taken or  appropriated by virtue  of eminent  domain  or other similar
proceedings, or be condemned for any public  or  quasi public use,  Tenant shall
have the right and privilege of terminating  the lease,  by  written  notice  to
Landlord  within thirty (30) days after such condemnation or appropriation.  All
rents and other  charges and payments  provided for herein shall be  permanently
abated from the time of such taking,  appropriation,  or injury resulting in the
termination of this lease.  It is  understood and  agreed  that in the  event of
such  termination, Landlord  and  Tenant will  prosecute at their  option  their
respective claims against the public or private body,  herein  designated as the
taking authority, on the account of any taking,  appropriation,  or injury of or
to the  Premises, and neither party  hereto shall be liable to the other for any
recovery to be obtained or recovered from the taking authority.

         29.      ATTORNEY FEES.  Tenant agrees to pay all costs of  collection,
including a twenty-five (25%) percent attorney's fees, if all or any part of the
rent reserved  herein is collected  after maturity with the aid of any attorney;
also to pay reasonable attorney's fees in the event it becomes necessary for the
Landlord  to  employ an  attorney  to force  Tenant  to  comply  with any of the
covenants,  obligations,  or  conditions  imposed by this  lease or any  renewal
thereof.

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         30.      LAW GOVERNING.  This lease  has  been  entered  into under the
laws of the State of Alabama  and  the  rights and  obligations  of the  parties
hereunder shall be governed and determined according to such laws.

         31.      ENTIRE AGREEMENT.  This lease  contains  the  entire agreement
between the parties with respect to the  Premises  and cannot be changed  unless
such change,  modification,  or amendment  is in  writing  and  executed  by all
parties to this lease.

         32.      COUNTERPARTS.  This lease may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same instrument.

         33.      NOTICE.  Any notice provided to be given by the parties hereto
shall be in writing,  each  to  the other,  as the case may be,  and  mailed  by
Certified United States Mail, postage prepaid, and directed to Landlord at P. O.
Box 1805, Hamilton,  Alabama  35570,  and to  Tenant at P. O. Box 664, Winfield
Alabama 35594, or by delivery of any such written notice to the other.

         34.      HEADINGS.  Headings of  sections  and  subsections  have  been
inserted in this agreement as a matter of convenience and it is agreed that such
headings  are  not  a  part  of  this  agreement  and  will  not  be used in the
interpretation of any provision hereof.

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                  IN TESTIMONY WHEREOF, the above named Landlord and Tenant have
executed this and two other original instruments of identical tenor and date, on
the day and year set forth in the first paragraph of this lease.

                                                  LANDLORD:

                                                  PERFECT PANELS, INC.,

 /s/                                              /s/ Charles Dempsey
-----------------------------                     By----------------------(L.S.)
Witness                                              Its President


                                                  TENANT:

                                                  QUALITY HOUSING SUPPLY, INC.

/s/ Michelle Jones                                /s/ Jay G. Godsey
-----------------------------                     By----------------------(L.S.)
Witness                                              Its President











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                                   EXHIBIT "A"
                                   -----------


  Commencing  at the  Southeast  corner  of the SE 1/4 of NE  1/4,  Section  36,
  Township 10 South, Range 14 West, Marion County,  Alabama; thence run westerly
  along  the South  line of said SE 1/4 of NE 1/4 a  distance  of  548.02  feet;
  thence  turn a  deflection  angle to the right of 90 degrees 00' 00" and run a
  distance  of  40.00  feet  to a  point  at the  intersection  of the  westerly
  right-of-way   line  of  Bedford   Drive  (80'  R.O.W.)  with  the   northerly
  right-of-way  line of Park Road (40' R.O.W.) and the point of beginning.  FROM
  SAID POINT OF BEGINNING  continue  northerly  along the westerly  right-of-way
  line of Bedford  Drive a distance of 560.00  feet;  thence  turn a  deflection
  angle to the left of 90  degrees  00' 00" and run a distance  of 399.00  feet;
  thence  turn a  deflection  angle to the left of 90 degrees  00' 00" and run a
  distance  of 560.00  feet to the  northerly  right-of-way  line of Park  Road;
  thence turn a deflection angle to the left of 90 degrees 00' 00" and run along
  the northerly  right-of-way line of Park Road a distance of 399.00 feet to the
  point of beginning.

  Said  parcel  being  in and a part  of  the  SE 1/4 of NE 1/4 of  Section  36,
  Township 10 South,  Range 14 West, Marion County,  Alabama and containing 5.13
  acres more or less.













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