EXHIBIT 10.7

                                INDUSTRIAL LEASE


                                     between

                            BR/NO LA. PROPERTIES, LLC
                                   (Landlord)

                                       and

                             MORGAN PRODUCTS, LTD.,
                         doing business in Louisiana as
                               MORGAN DISTRIBUTION
                                    (Tenant)


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                                TABLE OF CONTENTS
                                INDUSTRIAL LEASE

      Article              Title                                           Page

         1                 Definitions                                       1
         2                 Premises                                          2
         3                 Term                                              2
         4                 Rental; Adjustments                               2
         5                 Security Deposit                                  4
         6                 Use of Premises                                   5
         7                 Utilities and Services                            6
         8                 Maintenance and Repairs                           6
         9                 Alterations, Additions and Improvements           7
        10                 Indemnification and Insurance                     8
        11                 Damage or Destruction                            10
        12                 Condemnation                                     10
        13                 Relocation                                       10
        14                 Assignment and Subletting                        10
        15                 Default and Remedies                             11
        16                 Attorneys' Fees; Costs of Suit                   13
        17                 Subordination and Attornment                     13
        18                 Quiet Enjoyment                                  14
        19                 Parking                                          14
        20                 Rules and Regulations                            14
        21                 Estoppel Certificates                            14
        22                 Entry by Landlord                                14
        23                 INTENTIONALL OMITTED                             15
        24                 Holdover Tenancy                                 15
        25                 Notices                                          15
        26                 Brokers                                          15
        27                 Miscellaneous                                    16
        28                 Floor Load Limits                                17
        29                 Landlord's Lien                                  17
        30                 Uniform Commercial Code                          17
        31                 Renewal Option                                   19
        32                 First Right of Refusal                           20
EXHIBITS
Exhibit A                      Floor Plan of the Premises
Exhibit B                      Work Letter Agreement
Exhibit C                      Suite Acceptance Letter
Exhibit D                      Tenant Operations Inquiry
Schedule 1                     List of Permissible Hazardous Materials and
  to Exhibit D                 Quantities for Tenant
Exhibit E                      List of Additional Insureds
Exhibit F                      Rules and Regulations
Exhibit G                      Guaranty
Exhibit H                      Building Plans

                                        i


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                                INDUSTRIAL LEASE

                          [FORM NET LEASE/MULTI-TENANT]

         THIS LEASE  ("Lease"),  dated May 7, 1997,  is made and entered into by
and between BR/NO LA.  Properties,  LLC ("Landlord") and Morgan Products,  Ltd.,
doing business in Louisiana as Morgan Distribution ("Tenant") upon the following
terms and conditions:

                             ARTICLE I - DEFINITIONS

         Unless the context otherwise specifies or requires, the following terms
shall have the meanings specified herein:

         1.01     Building.   The  term  "Building"   shall  mean  that  certain
office/warehouse building located at 11401 Industriplex Boulevard,  Baton Rouge,
Louisiana  70809  together  with all related  site land,  improvements,  parking
facilities, common areas, driveways, sidewalks and landscaping.

         1.02.01  Temporary  Premises.  Tenant will have the use of Suite 170 at
11441  Industriplex  Boulevard  rent free from May 1, 1997 up to the time Tenant
accepts  occupancy of the Premises as  hereinbleow  defined  subject to the same
terms and conditions of this Lease.

         1.02     Premises.  The term  "Premises"  shall  mean Space No.1 in the
Building,  as more  particularly  outlined  on the  drawing  attached  hereto as
Exhibit A and incorporated herein by reference.

         1.03     Rentable Area of the Premises. The term " Rentable Area of the
Premises"  shall mean  22,596  square  feet,  which  Landlord  and  Tenant  have
stipulated as the Rentable Area of the Premises.

         1.04     Lease Term.  The terms  "Lease  Term" or "Term" shall mean the
period between the Commencement  Date and the Expiration Date (as such terms are
hereinafter defined),  unless sooner terminated or renewed as otherwise provided
in this Lease.

         1.05     Commencement  Date.  Subject  to  adjustment  as  provided  in
Article 3, the term "Commencement Date" shall mean August 1, 1997.

         1.06     Expiration Date.  Subject to adjustment as provided in Article
3, the term "Expiration Date" shall mean July 31, 2002.

         1.07     Base Rent. Subject to adjustment as provided in Article 4, the
term "Base Rent"  shall mean seven  thousand  one hundred  fifty five and 40/100
Dollars  ($7,155.40)  per month in year one (1),  seven  thousand  five  hundred
thirty  two and  00/100  Dollars  ($7,532.00)  per month in year two (2),  eight
thousand  two and  75/100  Dollars  ($8,002.75)  per month in year three (3) and
eight  thousand four hundred  seventy three and 50/100 Dollars  ($8,473.50)  per
month in years four (4) and five (5).

         1.08     Tenant's  Percentage  Share.  The  term  "Tenant's  Percentage
Share"  shall  mean fifty  three and 32/100  percent  (53.32%)  with  respect to
Operating Expenses (as hereinafter defined), mean fifty three and 32/100 percent
(53.32%) with respect to Property  Taxes (as  hereinafter  defined),  mean fifty
three and 32/100  percent  (53.32%)  with  respect  to  Insurance  Expenses  (as
hereinafter  defined)  and mean fifty  three and 32/100  percent  (53.32%)  with
respect to Tenant's law  compliance  obligations  under Section  6.02(C) of this
Lease and for all other purposes under this Lease.

         1.09     Security Deposit.  The term "Security Deposit" shall mean five
thousand and 00/100 Dollars ($5,000.00).

         1.10     Tenant's  Permitted  Use. The term  "Tenant's  Permitted  Use"
shall mean general office and warehouse facility for storage and distribution of
supplies and products and no other use.

         1.11     Landlord's Address For Notices.  The term "Landlord's  Address
for Notices" shall mean Sealy & Company,  Inc. 110 James Drive West,  Suite 218,
St. Rose, Louisiana 70087, with a copy to The Sealy Companies,  333 Texas, Suite
1450, Shreveport, Louisiana 71101: Attn: Mark P. Sealy.

         1.12     Tenant's Address For Notices.  The term "Tenant's  Address for
Notices" shall mean Morgan  Distribution  303 Mulberry Drive  Mechanicsburg,  PA
17055  Attn:  President  with copy to Ed Miller  Nisen & Elliott  200 West Adams
Street, Chicago, IL 60606.

         1.13     Brokers.  The term "Brokers" shall mean Sealy & Company, Inc.


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         1.14     [Paragraph intentionally deleted]

                              ARTICLE II- PREMISES

         2.01     Lease of  Premises.  Landlord  hereby  leases the  Premises to
Tenant,  and Tenant hereby leases the Premises  from  Landlord,  upon all of the
terms,  covenants and conditions  contained in this Lease.  On the  Commencement
Date  described  herein,  Landlord  shall  deliver  the  Premises  to  Tenant in
substantial  conformance  with the Work  Letter  Agreement  attached  hereto  as
Exhibit B.

         2.02     Acceptance  of Premises.  Tenant  acknowledges  that except as
specifically  set  forth  herein  Landlord  has not made any  representation  or
warranty  with respect to the  condition of the Premises or the Building or with
respect to the  suitability  or fitness  of either for the  conduct of  Tenant's
Permitted Use or for any other purpose.  Prior to Tenant's taking  possession of
the Premises, Landlord or its designee and Tenant will walk the Premises for the
purpose of  reviewing  the  condition  of the  Premises  (and the  condition  of
completion and workmanship of any tenant improvements which Landlord is required
to construct in the Premises pursuant to this Lease); after such review,  Tenant
shall  execute a Suite  Acceptance  Letter in the form and content of Exhibit C,
accepting the Premises.

                               ARTICLE III - TERM

         3.01     Except as  otherwise  provided in this  Lease,  the Lease Term
shall be for the period  described in Section 1.04 of this Lease,  commencing on
the Commencement  Date described in Section 1.05 of this Lease and ending on the
Expiration  Date  described  in Section 1.06 of this Lease;  provided,  however,
that,  if,  for any  reason,  Landlord  is unable to deliver  possession  of the
Premises on the date described in Section 1.05 of this Lease, Landlord shall not
be  liable  for any  damage  caused  thereby,  nor  shall  the  Lease be void or
voidable,  but, rather, the Lease Term shall commence upon, and the Commencement
Date shall be, the date that possession of the Premises is so tendered to Tenant
(except for Tenant-caused delays which shall not be deemed to delay commencement
of the Lease Term),  and the  Expiration  Date described in Section 1.06 of this
Lease shall be extended by an equal number of days. Landlord will provide Tenant
with fifteen (15) days advance notice of the revised commencement date.

                        ARTICLE IV - RENTAL; ADJUSTMENTS

         4.01     Definitions.  As used herein,

                           (A) "Property  Taxes" shall mean the aggregate amount
         of all real  estate  taxes,  assessments  (whether  they be  general or
         special),  sewer rents and charges, transit taxes, taxes based upon the
         receipt  of rent and any  other  federal,  state or local  governmental
         charge, general,  special, ordinary or extraordinary (but not including
         income or franchise taxes, capital stock, inheritance, estate, gift, or
         any other taxes imposed upon or measured by Landlord's  gross income or
         profits,  unless the same shall be imposed in lieu of real estate taxes
         or  other  ad  valorem  taxes),  which  Landlord  shall  pay or  become
         obligated to pay in connection with the Building,  or any part thereof.
         Taxes shall  include  all fees and costs,  including  attorneys'  fees,
         appraisals and  consultants'  fees,  incurred by Landlord in seeking to
         obtain a  reduction  of,  or a limit on the  increase  in,  any  Taxes,
         regardless of whether any  reduction or  limitation is obtained.  Taxes
         for any calendar  year shall be Taxes which are due for payment  [words
         intentionally  deleted]  during  such year.  If at any time  during the
         Lease Term the method of taxation then  prevailing  shall be altered so
         that any new tax,  assessment,  levy,  imposition  or  charge  shall be
         imposed upon Landlord in place or partly in place of any such Taxes, or
         contemplated increase in any such Taxes, and shall be measured by or be
         based in  whole or in part  upon  the  Building  or the  rents or other
         income from the Building, then all such new taxes, assessments, levies,
         impositions  or  charges,  to the extent  that they are so  measured or
         based,  shall be  included in Taxes to the extent that such items would
         be payable if the Building was the only property of Landlord subject to
         same and the income received by Landlord from the Building was the only
         income of  Landlord.  Taxes shall also  include any  personal  property
         taxes  imposed  upon the  furniture,  fixtures,  machinery,  equipment,
         apparatus,  systems and  appurtenances  of Landlord  used in connection
         with the Building.

                           (B) "Operating  Expenses" shall mean all costs, fees,
         disbursements and expenses paid or incurred by or on behalf of Landlord
         in  the  operation,  ownership,  maintenance,   insurance,  management,
         replacement and repair of the Building (excluding Property Taxes).

         Operating  Expenses  shall  not  include  costs  of  alteration  of the
premises  of  tenants  of  the  Building,  depreciation  charges,  interest  and
principal payments on mortgages,  ground rental payments,  real estate brokerage
and leasing commissions,  expenses incurred in enforcing  obligations of tenants
of the Building,  salaries and other  compensation of executive  officers of the
managing  agent of the  Building  senior to the Building  manager,  costs of any
special service provided to any one tenant of the Building but not to tenants of
the Building generally, and costs of marketing or advertising the Building.

                           (C) "Insurance  Expenses" shall mean all costs, fees,
         disbursements and expenses paid or incurred by or on behalf of Landlord
         for premiums for hazard,  "all risk",  casualty,  rent interruption and
         liability  insurance and all other  insurance,  obtained by Landlord in
         connection with or relating to the Building.

         [Paragraph intentionally deleted]


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         4.02     Base Rent. During the Lease Term, Tenant shall pay to Landlord
as rental  for the  Premises  the Base Rent  described  in Section  1.07  above,
subject  to the  following  adjustments  (herein  collectively  called the "Rent
Adjustments"):

                  (A)      [Paragraph intentionally deleted]

                  (B) During each calendar year during the Lease Term,  the Base
Rent  payable by Tenant to  Landlord,  as adjusted  pursuant to Section  4.02(A)
above, shall be increased by Tenant's Percentage Share of the Property Taxes for
such year (the "Tax Adjustment").

                  (C) During each calendar year during the Lease Term,  the Base
Rent  payable by Tenant to  Landlord,  as adjusted  pursuant to Section  4.02(A)
above,  also shall be increased by Tenant's  Percentage  Share of the  Operating
Expenses paid or incurred by Landlord during such year (the  "Operating  Expense
Adjustment").

                  (D) During each calendar year during the Lease Term,  the Base
Rent  payable by Tenant to  Landlord,  as adjusted  pursuant to Section  4.02(A)
above,  also shall be increased by Tenant's  Percentage  Share of the  Insurance
Expenses for such year (the "Insurance Adjustment").

                  (E) The Tax Adjustment,  the Operating Expense  Adjustment and
the Insurance  Adjustment are hereinafter  referred to collectively as the "Tax,
Operating Expense and Insurance Adjustments".)

         4.03     Adjustment  Procedure;  Estimates.  The Tax, Operating Expense
and Insurance  Adjustments  specified in Sections  4.02(B),  4.02(C) and 4.02(D)
shall be determined and paid as follows:

                  (A) During each calendar year during the Lease Term,  Landlord
         shall give Tenant written notice of Landlord's  reasonable  estimate of
         amounts  payable under Sections  4.02(A),  4.02(B) and 4.02(C) for that
         calendar year. On or before the first day of each calendar month during
         the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of
         such estimated amounts;  provided,  however,  that, not more often than
         quarterly,  Landlord  may,  by  written  notice to  Tenant,  revise its
         estimate for such year, and subsequent payments by Tenant for such year
         shall be based upon such revised estimate.

                  (B) Within  ninety (90) days after the close of each  calendar
         year in which any Rent  Adjustment is made or as soon  thereafter as is
         practicable,  Landlord  shall  deliver  to Tenant a  statement  of that
         year's Property Taxes,  Operating Expenses and Insurance Expenses,  and
         the actual Tax, Operating Expense and Insurance Expense  Adjustments to
         be made  pursuant  to  Sections  4.02(B),  4.02(C) and 4.02(D) for such
         calendar year, as determined and certified by Landlord (the "Landlord's
         Statement")  and  such  Landlord's  Statement  shall  be  binding  upon
         Landlord and Tenant,  except as provided in Section 4.04 below.  If the
         amount of the actual Tax Adjustment,  Insurance Adjustment or Operating
         Expense  Adjustment  is more than the  estimated  payments  for the Tax
         Adjustment,  Insurance  Adjustment or Operating Expense  Adjustment for
         such calendar year made by Tenant,  Tenant shall pay the  deficiency to
         Landlord  upon receipt of  Landlord's  Statement.  If the amount of the
         actual  Tax  Adjustment,  Insurance  Adjustment  or  Operating  Expense
         Adjustment is less than the  estimated  payments for such calendar year
         made  by  Tenant,  any  excess  shall  be  credited  against  Rent  (as
         hereinafter defined) next payable by Tenant under this Lease or, if the
         Lease  Term has  expired,  any excess  thereof  shall be paid to Tenant
         within ninety (90) days. No delay in providing the statements described
         in this Section  4.03(B) shall act as a waiver of  Landlord's  right to
         payment   under   Sections   4.02(B),   4.02(C)   or   4.02(D)   above.
         Notwithstanding the foregoing,  Tenant's right to receive any credit or
         payment pursuant to the preceding  sentences of this Section 4.03(B) is
         conditioned on this Lease being in full force and effect and Tenant not
         being in default under this Lease on the date such credit or payment is
         due.

                  (C) If this Lease shall  terminate on a day other than the end
of a calendar  year,  the amount of the Tax,  Operating  Expense  and  Insurance
Adjustments to be paid pursuant to Sections 4.02(B), 4.02(C) and 4.02(D) that is
applicable to calendar year in which such  termination  occurs shall be prorated
on the basis of the number of days from the  commencement  date January 1 of the
calendar year to the termination bears to 365. If this Lease shall commence on a
day  other  than the  beginning  of a  calendar  year,  the  amount  of the Tax,
Operating  Expense  and  Insurance  Adjustments  to be paid  pursuant to Section
4.02(B),  4.02(C) and 4.02(D) that is  applicable  to the calandar year in which
the Lease  commences  shall be  prorated on the basis of the number of days from
the  commencement  date bears to 365.  The  termination  of this Lease shall not
affect the obligations of Landlord and Tenant  pursuant to Sections  4.03(B) and
4.03(C) to be performed after such termination.

         4.04     Review of Landlord's Statement. Provided this Lease is in full
force  and  effect  and that  Tenant is not then in  default  under  this  Lease
Landlord's  books and records  shall be  available to Tenant for  inspection  at
Landlord's office in Shreveport,  Louisiana,  at reasonable times.  Tenant shall
have the right, at its cost and expense,  to examine and audit  Landlord's books
and records  relative to such Operating  Expenses,  provided such examination or
audit  shall be  conducted  so as not to disrupt or  interfere  with  Landlord's
operations. [Remainder of sentence intentionally deleted]


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                  (A)      [Paragraph intentionally deleted]

                  (B)      [Paragraph intentionally deleted]

                  (C)      [Paragraph intentionally deleted]

         4.05     Payment.  Concurrently with the execution hereof, Tenant shall
pay  Landlord  Base  Rent  for the  first  calendar  month  of the  Lease  Term.
Thereafter  the Base Rent  described in Section  1.07, as adjusted in accordance
with Section 4.02, shall be payable in advance on the first day of each calendar
month. If the Commencement Date is other than the first day of a calendar month,
the prepaid Base Rent for such partial month shall be prorated in the proportion
that the number of days this Lease is in effect  during such partial month bears
to the  total  number of days in the  calendar  month.  All Rent,  and all other
amounts  payable to Landlord by Tenant pursuant to the provisions of this Lease,
shall be paid to  Landlord,  without  notice,  demand,  abatement,  deduction or
offset,  in  lawful  money of the  United  States  at  Landlord's  office in the
Building  or to such  other  person  or at such  other  place  as  Landlord  may
designate  from time to time by written  notice  given to Tenant.  No payment by
Tenant or receipt by  Landlord  of a lesser  amount  than the  correct  Rent due
hereunder  shall be deemed to be other than a payment on account;  nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment be deemed to effect or evidence an accord and satisfaction; and Landlord
may accept  such check or  payment  without  prejudice  to  Landlord's  right to
recover  the  balance or pursue  any other  remedy in this Lease or at law or in
equity provided.

         4.06     Late  Charge;  Interest.  Tenant  acknowledges  that  the late
payment  of Base  Rent or any  other  amounts  payable  by  Tenant  to  Landlord
hereunder (all of which shall  constitute  additional rent to the same extent as
Base Rent) will cause Landlord to incur  administrative costs and other damages,
the exact  amount of which would be  impracticable  or  extremely  difficult  to
ascertain.  Landlord and Tenant agree that if Landlord does not receive any such
payment on or before five (5)  business  days after the date the payment is due,
and 24 hours after  written  notice  Tenant  shall to  Landlord,  as  additional
rental,  (a) a late charge equal to five  percent (5%) of the overdue  amount to
cover such additional  administrative  costs; and (b) interest on the delinquent
amounts  at the lesser of the  maximum  rate  permitted  by law if any or twelve
percent  (12%) per annum from the date due to the date paid.  The  provision for
written notice  hereinabove  shall expire if on one or more occasions during the
same calendar year Tenant's payment of Base Rent is late.

         4.07     Additional  Rental.  For  purposes of this Lease,  all amounts
payable by Tenant to Landlord pursuant to this Lease, whether or not denominated
as such, shall constitute  additional rental hereunder.  Such additional rental,
together with the Base Rent and Rent Adjustments, shall sometimes be referred to
in this Lease as "Rent".

         4.08     Additional Taxes. In addition to the Rent and other charges to
be paid by Tenant hereunder, Tenant shall reimburse Landlord upon demand for all
taxes  payable by or imposed upon Landlord upon or with respect to: any fixtures
or personal property located in the Premises; any leasehold improvements made in
or to the  Premises by or for Tenant;  the Rent  payable  hereunder,  including,
without limitation,  any gross receipts tax, license fee or excise tax levied by
any governmental  authority;  the possession,  leasing,  operation,  management,
maintenance, alteration, repair, use or occupancy of any portion of the Premises
(including,  without limitation,  any applicable  possession interest taxes); or
this  transaction  or any  document  to  which  Tenant  is a party  creating  or
transferring an interest or an estate in the Premises.

                          ARTICLE V - SECURITY DEPOSIT

         5.01     Upon the  execution of this Lease,  Tenant shall  deposit with
Landlord the  Security  Deposit  described  in Section 1.09 above.  The Security
Deposit is made by Tenant to secure the faithful  performance  of all the terms,
covenants  and  conditions  of this Lease to be performed  by Tenant.  If Tenant
shall  default with respect to any  covenant or provision  hereof,  Landlord may
use,  apply or retain all or any  portion of the  Security  Deposit to cure such
default or to  compensate  Landlord  for any loss or damage  which  Landlord may
suffer  thereby.  If  Landlord  so uses or  applies  all or any  portion  of the
Security Deposit, Tenant shall


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immediately  upon  written  demand  deposit  cash  with  Landlord  in an  amount
sufficient  to  restore  the  Security  Deposit to the full  amount  hereinabove
stated.  Landlord  shall not be required to keep the Security  Deposit  separate
from its general  accounts  and Tenant  shall not be entitled to interest on the
Security Deposit. Within thirty (30) days after the expiration of the Lease Term
and the vacation of the Premises by Tenant,  the Security Deposit,  or such part
as has not been applied to cure the default, shall be returned to Tenant. In the
event of any bankruptcy or other proceeding  initiated by or against Tenant,  it
is agreed that all such Security  Deposit held  hereunder  shall be deemed to be
applied by Landlord to rent,  sales tax and all other charges due from Tenant to
Landlord  for the last  month of the Term and each  preceding  month  until such
Security Deposit is fully applied.


                          ARTICLE VI - USE OF PREMISES

         6.01     Tenant's Permitted Use. Tenant shall use the Premises only for
Tenant's  Permitted Use as set forth in Section 1 .10 above and shall not use or
permit the Premises to be used for any other  purpose  without the prior written
consent of Landlord.  Tenant  shall,  at its sole cost and  expense,  obtain all
governmental  licenses and permits  required to allow Tenant to conduct Tenant's
Permitted  Use.  Landlord  disclaims any warranty that the Premises are suitable
for Tenant's use and Tenant  acknowledges  that it has had a full opportunity to
make its own determination in this regard.

         6.02     Compliance With Laws and Other Requirements.

                  (A) Tenant  shall cause the Premises to comply in all material
         respects with all laws,  ordinances,  regulations and directives of any
         governmental authority having jurisdiction including without limitation
         any  certificate  of  occupancy  and any  law,  ordinance,  regulation,
         covenant,  condition  or  restriction  affecting  the  Building  or the
         Premises  which in the  future may become  applicable  to the  Premises
         (collectively "Applicable Laws").

                      Landlord  represents  and  warrants  that  at the  time of
         tender of  possession  of the Premises to Tenant,  the Premises and the
         Building  shall comply with all  federal,  state,  municipal  and other
         laws, ordinances, rules and regulations applicable to the Premises, and
         Building and improvements  thereon and zoned for general office and the
         storage and distrubution of building products.

                  (B) Tenant shall not use the Premises,  or permit the Premises
         to be used, in any manner which:  (a) violates any Applicable  Law; (b)
         causes or is  reasonably  likely to cause damage to the Building or the
         Premises;  (c)  violates a  requirement  or  condition  of any fire and
         extended insurance policy covering the Building and/or the Premises, or
         increases  the cost of such policy;  (d)  constitutes  or is reasonably
         likely to constitute a nuisance,  annoyance or  inconvenience  to other
         tenants or occupants of the Building or its  equipment,  facilities  or
         systems;  (e)  interferes  with, or is  reasonably  likely to interfere
         with, the  transmission or reception of microwave,  television,  radio,
         telephone  or  other   communication   signals  by  antennae  or  other
         facilities  located  in the  Building;  or (f)  violates  the Rules and
         Regulations described in Article XX.

                  (C) In  addition  to any other  amounts  payable  by Tenant to
         Landlord hereunder, Tenant shall pay to Landlord, as and when billed to
         Tenant and as additional rental,  Tenant's Percentage Share of the cost
         of any improvements,  capital expenditures,  repairs or replacements to
         the Building, or any equipment or machinery used in connection with the
         Building,  if any such item is required  under any Applicable Law which
         was not  applicable  to the  Building  at the  time  the  Building  was
         constructed;  provided, however, that any such costs which are properly
         charged to a capital  account shall not be payable in a single year but
         shall instead be amortized  over their useful  lives,  as determined by
         the  Landlord  in  accordance  with  generally  acceptable   accounting
         principles,  and only the annual amortization amount (prorated based on
         the number of days of the Lease  term in the  calendar  year)  shall be
         payable by the Tenant  with  respect to any  calendar  year  subject to
         Landlord's requirements in Section 8.01 herein.

         6.03     Hazardous Materials.

                  (A) No  Hazardous  Materials  (as  defined  herein)  shall  be
         Handled (as defined herein) upon, about,  above or beneath the Premises
         or any portion of the Building by or on behalf of a  Responsible  Party
         (as  defined  herein),  unless the  Hazardous  Materials  are listed in
         Exhibit D hereto and then only in the quantities listed in the exhibit.
         Any such Hazardous  Materials so Handled, or the presence of which is a
         result of the act or omission of a Responsible Party, shall be known as
         Tenant's Hazardous  Materials.  Notwithstanding  the foregoing,  normal
         quantities of those Hazardous Materials customarily used in the conduct
         of general administrative and executive office activities (e.g., copier
         fluids and cleaning  supplies)  may be Handled at the Premises  without
         Landlord's prior written consent. Tenant's Hazardous Materials shall be
         Handled at all times in compliance  with all  applicable  Environmental
         Laws (as defined herein).

                  (B) Notwithstanding  the  obligation  of  Tenant to  indemnify
         Landlord  pursuant to this Lease,  Tenant  shall,  at its sole cost and
         expense,  promptly take all actions  required by any federal,  state or
         local governmental  agency or political  subdivision,  or necessary for
         Landlord to make full  economic  use of the  Premises or any portion of
         the Building,  which requirements or necessity arises from the Handling
         of  Tenant's  Hazardous  Materials  upon,  about,  above or beneath the
         Premises or any portion of the Building.  Such actions  shall  include,
         but not be limited to, the investigation of the environmental condition
         of the Premises or any portion of the Building,  the preparation of any
         feasibility  studies or reports  and the  performance  of any  cleanup,
         remedial,  removal or restoration  work.  Tenant shall take all actions
         necessary to restore the Premises or any portion of the Building to the
         condition  existing  prior to the  introduction  of Tenant's  Hazardous
         Materials,  notwithstanding any less stringent standards or remediation
         allowable   under   applicable   Environmental   Laws.   Tenant   shall
         nevertheless  obtain  Landlord's  written approval prior to undertaking
         any  actions  required by this  Section,  which  approval  shall not be
         unreasonably  withheld so long as such  actions  would not  potentially
         have a material adverse  long-term or short-term effect on the Premises
         or any portion of the Building.

                  (C) "Environmental  Laws"  means  and  includes  all  now  and
         hereafter  existing statutes,  laws,  ordinances,  codes,  regulations,
         rules, rulings, orders, decrees, directives,  policies and requirements
         by any  federal,  state or  local  governmental  authority  regulating,
         relating to, or imposing  liability or standards of conduct  concerning
         public health and safety or the environment.


                                      - 5 -


<PAGE>


                  (D) "Hazardous   Materials"   means:   (a)  any   material  or
         substance:  (i) which is  defined or  becomes  defined as a  "hazardous
         substance",  Hazardous waste,"  Infectious waste," "chemical mixture or
         substance,"  or  "air  pollutant"   under   Environmental   Laws;  (ii)
         containing  petroleum,   crude  oil  or  any  fraction  thereof;  (iii)
         containing polychlorinated biphenyls (PCB's); (iv) containing asbestos;
         (v)  which  is  radioactive;   (b)  any  other  material  or  substance
         displaying toxic, reactive, ignitable or corrosive characteristics,  as
         all such terms are used in their  broadest  sense,  and are  defined or
         become defined by  Environmental  Laws, or (c) materials  which cause a
         nuisance upon or waste to the Premises or any portion of the Building.

                  (E) "Handle," "handle,"  "Handled,"  "handled,"  "Handling" or
         "handling" shall mean any installation,  handling, generation, storage,
         treatment, use, disposal, discharge, release, manufacture,  refinement,
         presence, migration,  emission,  abatement, removal,  transportation or
         any  other  activity  of any  type  in  connection  with  or  involving
         Hazardous Materials.

                  (F) "Responsible  Party" shall mean Tenant, its subtenants and
         its assignees,  and their respective  contractors,  clients,  officers,
         directors, employees, agents, and invitees, or any of them, as the case
         may be.

                  (G) Tenant  agrees to maintain  only the  Hazardous  Materials
         listed in  Schedule  1 to  Exhibit D in the  Premises  and in or at the
         Building and only in the quantities  listed in Schedule 1 to Exhibit D.
         Tenant  also  agrees that  changes to the type and  quantities  of such
         Tenant's  Hazardous  Materials  may be done only with the prior written
         consent  of the  Landlord,  which  consent  shall  not be  unreasonably
         withheld.  Tenant  further agrees that Landlord shall have the right to
         inspect  the  Premises  to  verify  the  types  and  quantities  of the
         materials stored therein.

                  (H) Tenant agrees to execute  affidavits,  representations and
         the like from time to time at  Landlord's  request  conveying  Tenant's
         best knowledge and belief regarding the presence of Hazardous Materials
         in the Premises or in or at the Building.

         INSERT 6.04 on Page 6-A attached hereto is  incorporated  herof by this
reference.

                      ARTICLE VII - UTILITIES AND SERVICES

         7.01     Services.  Landlord shall provide the normal  utility  service
connection into the Premises and Tenant, at its sole expense, shall arrange with
the appropriate utility company to install all necessary connections and without
fail to maintain in  continuous  operation  during the entire term of the Lease,
all such utility service,  whether or not Tenant is in actual  possession of the
Premises.  Tenant shall pay for all water, gas, heat, light, power, sweeping and
other  janitorial  services,  rubbish  and trash  disposal,  sewer and any other
utilities and services  supplied in, about or related to the Premises,  together
with any taxes thereon,  connection charges and deposits, and also shall pay for
all electrical light bulbs, lamps and tubes in connection therewith. If any such
utilities and services are not separately metered to Tenant,  Tenant shall pay a
reasonable  portion to be determined by Landlord of all charges  jointly metered
with other premises.  Landlord  reserves the right during the Term of this Lease
to grant  easements or public  utility  purposes on, over, or below the Premises
without any abatement in rent,  provided that said easements do not unreasonably
interfere with the normal  operation of the business  conducted by Tenant in the
Premises.  Landlord  shall not be required to pay for any  service,  supplies or
upkeep in connection with the Premises. Tenant shall arrange for and pay for all
telephone  service and equipment,  including any additions or alterations to the
existing telephone service boards and conduit,  which shall be completed without
interference  to the service  and/or  equipment of other tenants in the Building
and which shall be appropriately labeled upon the termination of this Lease.

         Any amounts  which  Tenant is  required to pay to Landlord  pursuant to
this Section 7.01 shall be payable upon demand by Landlord and shall  constitute
additional rent or Rent under this Lease.

         7.02     Interruption of Services. Landlord shall not be liable for any
failure to  furnish,  stoppage  of, or  interruption  in  furnishing  any of the
services or utilities  described in Section 7.01, when such failure is caused by
accident,   breakage,   repairs,   strikes,   lockouts,  labor  disputes,  labor
disturbances,   governmental  regulation,  civil  disturbances,   acts  of  war,
moratorium or other  governmental  action,  or any other cause beyond Landlord's
reasonable  control,  and,  in such event,  Tenant  shall not be entitled to any
damages  nor  shall  any  failure  or  interruption  abate or  suspend  Tenant's
obligation to pay Base Rent and additional  rental  required under this Lease or
constitute  or be  construed  as a  constructive  or other  eviction  of Tenant.
Further,  in the event any governmental  authority or public utility promulgates
or revises any law, ordinance,  rule or regulation, or issues mandatory controls
or voluntary controls relating to the use or conservation of energy, water, gas,
light or  electricity,  the reduction of automobile or other  emissions,  or the
provision  of any other  utility or service,  Landlord  may take any  reasonably
appropriate  action  to  comply  with such  law,  ordinance,  rule,  regulation,
mandatory control or voluntary guideline without affecting Tenant's  obligations
hereunder.  Tenant recognizes that any security services provided by Landlord at
the  Building  are for the  protection  of  Landlord's  property  and  under  no
circumstances  shall Landlord be  responsible  for, and Tenant waives any rights
with  respect  to,  providing  security  or other  protection  for Tenant or its
employees, invitees or property in or about the Premises or the Building.

                     ARTICLE VIII - MAINTENANCE AND REPAIRS

         8.01     Landlord's Obligations.

                  (A) During the Lease Term,  Landlord  shall,  at its  expense,
         maintain only the roof,  foundation and the structural soundness of the
         exterior  walls  (excluding  all windows,  plate glass,  doors and pest
         control and  extermination)  of the portion of the Building  containing
         the Premises in good repair and condition  except for  reasonable  wear
         and tear.  Landlord  also shall  maintain,  at its expense,  subject to
         reimbursement  as part of Operating  Expenses,  the downspouts and fire
         safety sprinkler system of the Building.  If Tenant determines that any
         such  repair or  maintenance  by  Landlord is  required,  Tenant  shall
         promptly give written notice to Landlord of the need for such repair or
         maintenance  and  unless  Landlord  in good faith  disagrees  with such
         determination  by  Tenant,   Landlord  shall  proceed  with  reasonable
         promptness to perform such maintenance.  Except as otherwise  expressly
         provided in this Lease,  there shall be no  abatement  or  reduction of
         Rent,  nor shall there be any  liability of Landlord,  by reason of any
         damage,  injury or inconvenience  to, or interference  with,  Tenant or
         Tenant's business or operations  arising from the making of, or failure
         to make, any maintenance, repairs, alteration or additions in or to any
         portion of the Building.


                                      - 6 -


<PAGE>


INSERT 6.04

Notwithstanding  anything to the  contrary  contained  in this Lease,  including
Article VI and Exhibit D, Tenant shall have no liability of any kind to Landlord
as to Hazardous Materials on the Premises or the Building caused or permitted by
any  other  tenants  in the  Building,  their  agents,  employees,  contractors,
subtenants  or invitees or  otherwise  existing  prior to the  execution  of the
Lease.


                                     - 6-A -


<PAGE>


                  (B) Tenant shall,  at its sole cost, pay for any damage to the
         roof,  foundation  and/or  external walls caused by any act,  omission,
         negligence or fault of Tenant or any  employee,  agent or contractor of
         Tenant.

         8.02     Tenant's Obligations.  During the Lease Term, Tenant shall, at
its risk and at its own sole cost and  expense,  maintain all other parts of the
Building  and  other  improvements  in or on the  Premises  in good  repair  and
condition (including all necessary replacements), including, but not limited to,
heating,  ventilation and air conditioning  systems,  all glass elements,  doors
(including  dock doors),  dock bumpers,  regular mowing of any grass,  trimming,
weed removal,  regular  removal of debris and, if  applicable,  Tenant shall pay
Tenant's  Percentage  Share with  respect to Operating  Expenses of  maintenance
expense for any spur railroad  track serving the Premises,  and Tenant agrees to
sign a joint  maintenance  agreement  with the railroad  company  servicing  the
Premises,  if requested by such railroad company.  Landlord Tenant shall repaint
at Tenant's  expense the exterior  doors or other  exposed parts of the Building
which reasonably require periodic repainting to prevent deterioration.  However,
in a multi-occupancy  Building,  Landlord reserves the right to perform lawn and
other common area maintenance (including, without limitation, exterior painting)
and in such  instance  Tenant  agrees to pay  Landlord for lawn and other common
area maintenance  (including,  without  limitation,  exterior painting) based on
Tenant's Percentage Share with respect to Operating Expenses.  Tenant shall take
good care of all property  and its  fixtures,  including  all  landscaping,  and
suffer no waste.  Tenant shall  engage a certified  pest control firm to perform
regular (not less frequent than monthly but more frequent if Landlord determines
the need  therefor)  extermination  for pests  including,  but not  limited  to,
roaches  rodents and termites.  Should  Tenant  neglect to keep and maintain the
Premises as required  herein,  the  Landlord  shall have the right,  but not the
obligation,  to have the work done and any  reasonable  costs plus a ten percent
(10%) overhead charge  therefor shall be charged to Tenant as additional  rental
and shall become payable by Tenant with the payment of the rental next due under
this Lease. In connection  with Tenant's  maintenance and repair of the heating,
ventilation and air conditioning  systems,  Tenant shall provide Landlord during
the Term of this Lease and any renewal  hereof  with a  duplicate  original of a
maintenance contract, in form and substance acceptable to Landlord, with an HVAC
maintenance  firm acceptable to Landlord.  Further,  Tenant shall be responsible
for, and upon demand by Landlord  shall  promptly  reimburse  Landlord  for, any
damage to any portion of the  Building or the  Premises  caused by (a)  Tenant's
activities in the Building or the Premises;  (b) the performance or existence of
any alterations, additions or improvements made by Tenant in or to the Premises;
(c) the  installation,  use,  operation  or movement of Tenant's  property in or
about the Building or the Premises;  or (d) any act or omission by Tenant or its
officers,  partners,   employees,  agents,  contractors  or  invitees.  Landlord
represents that there will be a five (5) year manufacturers warranty on the HVAC
compressors that will be assigned to Tenant upon execution of this Lease.

         8.03     Tenant shall,  at its own cost and expense,  repair or replace
any damage or injury to all or any part of the Premises and Building,  caused by
Tenant or Tenant's agents, employees, invitees, licensees or visitors; provided,
however, if Tenant fails to make such repairs or replacements promptly, Landlord
may, at its option, make sure repairs or replacements and Tenant shall reimburse
the cost,  plus a ten percent (10%)  overhead  charge  therefor,  to Landlord on
demand.

         8.04     Tenant  shall  not  commit  or allow any waste or damage to be
committed on any portion of the Premises,  and at the termination of this Lease,
by lapse of time or  otherwise,  Tenant shall  deliver the Premises to Landlord,
broom  clean with all debris  removed,  in as good  condition  as at the date of
first possession of Tenant, ordinary wear and tear excepted.  Tenant understands
the  "ordinary  wear and  tear"  does  not mean  Tenant  shall  be  relieved  of
performing its obligations under this Lease relating to maintenance, repairs and
replacements  as provided for in the Lease.  The cost and expense or any repairs
necessary to restore the condition of the Premises shall be borne by Tenant, and
if  Landlord  undertakes  to  restore  the  Premises,  it shall  have a right of
reimbursement against Tenant.

         8.05     Landlord's Rights. Landlord and its contractors shall have the
right,  at all reasonable  times, to enter upon the Premises to make any repairs
to the  Premises  or the  building  reasonably  required  or  deemed  reasonably
necessary by Landlord and to erect such equipment,  including scaffolding, as is
reasonably  necessary  to effect  such  reparis.  During  the  pendency  of such
repairs,   Landlord  shall  use  resonable  efforts  to  minimize  any  material
interruption of Tenant's  business;  provided,  that if such repairs by Landlord
are required to remedy an emergency  situation or to cure a breach or default by
Tenant  under this Lease,  Landlord  shall not be  obligated  to  minimize  such
interruption.


              ARTICLE IX - ALTERATIONS, ADDITIONS AND IMPROVEMENTS

         9.01     Landlord's  Consent;  Conditions.  Tenant  shall  not  make or
permit  to be made any  alterations,  additions,  or  improvements  in or to the
Premises ("Alterations") without the prior written consent of Landlord. Landlord
may impose as a condition to such consent such  requirements  as Landlord in its
sole  discretion  deems  necessary or desirable  including  without  limitation:
Tenant's submission to Landlord,  for Landlord's prior written approval,  of all
plans and specifications  relating to the Alterations;  Landlord's prior written
approval  of the  time  or  times  when  the  Alterations  are to be  performed;
Landlord's  prior  written  approval  of  the  contractors  and   subcontractors
performing  work in connection  with the  Alterations;  Tenant's  receipt of all
necessary  permits  and  approvals  from  all  governmental  authorities  having
jurisdiction  over the Premises prior to the  construction  of the  Alterations;
Tenant's  written notice of whether the Alterations  include the Handling of any
Hazardous Materials,  pursuant to Section 6.03; Tenant's delivery to Landlord of
such bonds and  insurance as Landlord  shall  reasonably  require;  and Tenant's
payment to Landlord of all costs and  expenses  incurred by Landlord  because of
Tenant's  Alterations,  including but not limited to costs incurred in reviewing
the plans and specifications for , and the progress of, the Alterations.

         9.02     Performance  of  Alterations  Work.  All work  relating to the
Alterations  shall be performed in compliance with the plans and  specifications
approved by Landlord,  all applicable laws, ordinances,  rules,  regulations and
directives  of  all  governmental   authorities  having   jurisdiction  and  the
requirements of all carriers of insurance on the Premises and the Building,  the
Board of Underwriters,  Fire Rating Bureau,  or similar  organization.  All work
shall  be  performed  in a  diligent,  first  class  manner  and  so as  not  to
unreasonably  interfere with any other tenants or occupants of the Building. All
costs  incurred by  Landlord  relating  to the  Alterations  shall be payable to
Landlord by Tenant as additional rent upon demand.


                                      - 7 -


<PAGE>


         9.03     Liens.  Tenant shall pay when due all costs for work performed
and materials supplied to the Premises. Tenant shall keep Landlord, the Premises
and the  Building  free from all  liens,  stop  notices  and  violation  notices
relating to the Alterations or any other work performed for, materials furnished
to or obligations incurred by Tenant and Tenant shall protect,  indemnify,  hold
harmless and defend Landlord,  the Premises and the Building of and from any and
all loss,  cost,  damage,  liability  and expense,  including  attorneys'  fees,
arising out of or related to any such liens or notices.  Further,  Tenant  shall
give Landlord not less than seven (7) business days prior written  notice before
commencing any  Alterations in or about the Premises to permit  Landlord to post
appropriate notices of  non-responsibility.  Tenant shall also secure,  prior to
commencing  any  Alterations,  at Tenant's sole expense,  a completion  and lien
indemnity bond  satisfactory  to Landlord for such work.  During the progress of
such work,  Tenant shall, upon Landlord's  request,  furnish Landlord with sworn
contractor's   statements  and  lien  waivers   covering  all  work  theretofore
performed.  Tenant shall satisfy or otherwise  discharge all liens, stop notices
or other claims or  encumbrances  within ten (10) days after  Landlord  notifies
Tenant in writing that any such lien, stop notice, claim or encumbrance has been
filed. If Tenant fails to pay and remove such lien, claim or encumbrance  within
such ten (10) days, Landlord, at its election,  may pay and satisfy the same and
in such  event  the sums so paid by  Landlord,  with  interest  from the date of
payment at the rate set forth in Section 4.06 hereof for amounts  owed  Landlord
by Tenant  shall be deemed to be  additional  rent due and  payable by Tenant at
once without notice or demand.

         9.04     Lease  Termination.  Except as provided in this Section  9.04,
upon expiration or earlier  termination of this Lease Tenant shall surrender the
Premises  to  Landlord  in the  same  condition  as when  received,  subject  to
reasonable  wear and tear. All  Alterations  shall become a part of the Premises
and shall  become  the  property  of  Landlord  upon the  expiration  or earlier
termination of this Lease,  unless  Landlord  shall,  by written notice given to
Tenant,  require Tenant to remove some or all of Tenant's Alterations,  in which
event Tenant shall promptly remove the designated Alterations and shall promptly
repair any resulting  damage,  all at Tenant's  sole  expense.  All business and
trade fixtures, machinery and equipment, furniture, movable partitions and items
of personal  property  owned by Tenant or  installed by Tenant at its expense in
the Premises shall be and remain the property of Tenant;  upon the expiration or
earlier termination of this Lease, Tenant shall, at its sole expense, remove all
such items and repair any damage to the Premises or the Building  caused by such
removal. If Tenant fails to remove any such items or repair such damage promptly
after the expiration or earlier termination of the Lease, Landlord may, but need
not, do so with no liability  to Tenant,  and Tenant shall pay Landlord the cost
thereof upon demand.

                    ARTICLE X - INDEMNIFICATION AND INSURANCE

         10.01    Indemnification. Tenant [text intentionally omitted] agrees to
protect,  indemnify,  hold  harmless and defend  Landlord  and any  mortgagee or
ground  lessor,  and each of their  respective  partners,  directors,  officers,
agents and  employees,  successors  and assigns,  with respect to any  liability
arising out of Tenant's  occupancy of said Premises including without limitation
the following [text intentionally omitted]:

                  (A) any and all loss,  cost,  damage,  liability or expense as
         incurred (including but not limited to actual attorneys' fees and legal
         costs) arising out of or related to any claim, suit or judgment brought
         by or in favor of any person or persons for damage, loss or expense due
         to, but not limited to, bodily  injury,  including  death,  or property
         damage  sustained  by such  person or persons  which  arises out of, is
         occasioned by or is in any way  attributable to the use or occupancy of
         the  Premises or any  portion of the  Building by Tenant or the acts or
         omissions  of Tenant or its agents,  employees,  contractors,  clients,
         invitees or subtenants except that caused by the sole active negligence
         of  Landlord  or its  agents or  employees.  Such loss or damage  shall
         include,  but not be limited  to, any injury or damage to, or death of,
         Landlord's employees or agents or damage to the Premises or any portion
         of the Building.

                  (B) any and all  environmental  damages which arise from:  (i)
         the Handling of any Tenant's Hazardous Materials, as defined in Section
         6.03 or (ii) the breach of any of the provisions of this Lease. For the
         purpose  of this  Lease,  "environmental  damages"  shall  mean (a) all
         claims, judgments,  damages, penalties, fines, costs, liabilities,  and
         losses (including  without  limitation,  diminution in the value of the
         Premises  or any  portion of the  Building,  damages for the loss of or
         restriction on the use of rentable or usable space or of any amenity of
         the  Premises  or any  portion of the  Building,  and from any  adverse
         impact of Landlord's  marketing of space); (b) all reasonable sums paid
         for  settlement  of  claims,  attorneys'  fees,  consultants'  fees and
         experts'  fees;  and (c) all costs  incurred by Landlord in  connection
         with investigation or remediation  relating to the Handling of Tenant's
         Hazardous  Materials,  whether or not required by  Environmental  Laws,
         necessary for Landlord to make full economic use of the Premises or any
         portion of the Building, or otherwise required under this Lease. To the
         extent that Landlord is strictly liable under any  Environmental  Laws,
         Tenant's  obligation  to Landlord and the other  indemnities  under the
         foregoing  indemnification shall likewise be without regard to fault on
         Tenant's  part with respect to the violation of any  Environmental  Law
         which results in liability to the indemnitee.  Tenant's obligations and
         liabilities pursuant to this Section 10.01 shall survive the expiration
         or earlier termination of this Lease.

                  (C) any and all testing or  investigation  as may be requested
         by any  governmental  agency or lender for the purpose of investigating
         the  presence  of  Tenant's  Hazardous  Materials  that  may  not be in
         compliance with Environmental Laws.

                  (D) Notwithstanding anything to the contrary contained herein,
         nothing  shall  be  interpreted  or used to in any way  affect,  limit,
         reduce or abrogate any insurance  coverage  provided by any insurers to
         either Tenant or Landlord.

Notwithstanding anything to the contrary contained in this Lease, nothing herein
shall be construed to infer or imply that Tenant is a partner,  joint  venturer,
agent, employee, or otherwise acting by or at the direction of Landlord.


                                      - 8 -


<PAGE>


         10.02    Property Insurance.

                  (A) At all times during the Lease Term,  Tenant shall  procure
and maintain, at its sole expense,  "all-risk" property insurance,  in an amount
not less than one hundred  percent (100%) of the  replacement  cost covering (a)
all leasehold  improvements in and to the Premises which are made at the expense
of  Tenant;  and (b)  Tenant's  trade  fixtures,  equipment  and other  personal
property  from  time  to  time  situated  in the  Premises,  including,  without
limitation,  all floor and wall coverings.  The proceeds of such insurance shall
be used for the repair or replacement of the property so insured, except that if
not so applied or if this Lease is terminated following a casualty, the proceeds
applicable  to the  leasehold  improvements  shall be paid to  Landlord  and the
proceeds applicable to Tenant's personal property shall be paid to Tenant.

                  (B) At all times during the Lease Term,  Tenant shall  procure
and maintain  business  interruption  insurance in such amount as will reimburse
Tenant  for  direct or  indirect  loss of  earnings  attributable  to all perils
insured against in Section 10.02(A).

                  (C) Landlord  shall,  at  all times  during  the  Lease  Term,
procure and maintain  "all-risk"  property insurance in the amount not less than
one hundred  percent (100%) of the replacement  cost covering the Premises,  but
not the contents thereof, and the Building in which the Premises are located.

         10.03    Liability Insurance.

                  (A) At all times during the Lease Term,  Tenant shall  procure
and maintain,  at its sole expense,  general liability insurance applying to the
use and  occupancy of the Premises  and the  business  operated by Tenant.  Such
insurance  shall have a minimum  combined  single limit of liability of at least
$2,000,000 per occurrence and a general  aggregate limit of at least $3,000,000.
All such  policies  shall be  written to apply to all  bodily  injury,  property
damage, personal injury losses and shall be endorsed to include Landlord and its
agents,  beneficiaries,  partners,  employees,  and any deed of trust  holder or
mortgagee of Landlord or any ground  lessor as additional  insureds.  (A list of
the current persons and entities to be named as additional  insureds is attached
hereto as  Exhibit  E.) Such  liability  insurance  shall be  written as primary
policies, not excess or contributing with or secondary to any other insurance as
may be available to the Landlord or additional insureds.

                  (B) Prior  to  the  sale,  storage,  use  or  giving  away  of
alcoholic beverages on or from the Premises by Tenant or another person, Tenant,
at its own expense,  shall obtain a policy or policies of insurance  issued by a
responsible  insurance  company  and in a form  acceptable  to  Landlord  saving
harmless and protecting  Landlord and the Premises  against any and all damages,
claims, liens, judgments,  expenses and costs, including actual attorney's fees,
arising under any present or future law,  statute,  or ordinance of the State of
Louisiana or other governmental  authority having  jurisdiction of the Premises,
by reason of any storage,  sale, use or giving away of alcoholic beverages on or
from the  Premises.  Such policy or policies of  insurance  shall have a minimum
combined  single limit of $1,000,000  per  occurrence  and shall apply to bodily
injury, fatal or nonfatal; injury to means of supports and injury to property of
any person. Such policy or policies of insurance shall name the Landlord and its
agents, beneficiaries,  partners, employees and any mortgagee of Landlord or any
ground lessor of Landlord as additional insureds. (A list of the current persons
and entities to be named as  additional  insureds is attached  hereto as Exhibit
E.)

                  (C) Landlord  shall,  at all  times  during  the  Lease  Term,
procure and maintain general  liability  insurance for the Building in which the
Premises are located. Such insurance shall have minimum combined single limit of
liability of at least Two Million Dollars ($2,000,000.00) per occurrence,  and a
general aggregate limit of at least Three Million Dollars ($3,000,000.00).  Such
policy shall be written to apply to all bodily injury, property damage, personal
injury  losses  and  shall  be  endorsed  to  include   Landlord,   its  agents,
beneficiaries,  partners, employees and any deed of trust holder or mortgagee of
Landlord as insured parties as their interest may appear.

         10.04    Workers' Compensation Insurance. At all times during the Lease
Term,  Tenant shall  procure and  maintain  Workers'  Compensation  Insurance in
accordance  with the laws of the State of Louisiana,  and  Employers'  Liability
insurance  with a limit not less than  $1,000,000  Bodily Injury Each  Accident;
$1,000,000 Bodily Injury By Disease - Each Person;  and $1,000,000 Bodily Injury
by Disease - Policy Limit.

         10.05    Automobile Liability Insurance.  At all times during the Lease
Term,  Tenant  shall  provide  and  maintain,  at its sole  expense,  commercial
automobile  liability insurance  including owned,  non-owned and hired vehicles,
applying to the use of any  vehicles  arising out of the  operations  of Tenant.
Such  insurance  shall apply to bodily injury and property  damage in a combined
single limit of not less than $1,000,000 per accident.

         10.06    Policy  Requirements.  All insurance required to be maintained
by Tenant  shall be issued by  insurance  companies  authorized  to do insurance
business  in the State of  Louisiana  and  rated  not less than  A-VII in Best's
Insurance  Guide and a Standard and Poor's claims paying  ability  rating of not
less than AA. A certificate  of insurance (or, at Landlord's  option,  copies of
the applicable  policies) evidencing the insurance required under this Article X
shall be  delivered  to  Landlord  not less than  thirty  (30) days prior to the
Commencement   Date.  No  such  policy  shall  be  subject  to  cancellation  or
modification  without  thirty (30) days prior written  notice to Landlord and to
any deed of trust holder,  mortgagee or ground lessor  designated by Landlord to
Tenant.  Tenant shall  furnish  Landlord  with a  replacement  certificate  with
respect to any insurance not less than thirty (30) days prior to the  expiration
of the current  policy.  Tenant  shall have the right to provide  the  insurance
required  by this  Article X  pursuant  to  blanket  policies,  but only if such
blanket policies  expressly provide coverage to the Premises and the Landlord as
required by this Lease.

         10.07    Waiver of  Subrogation.  Each party hereby waives any right of
recovery  against  the other for  injury or loss  covered by  insurance,  to the
extent of the injury or loss  covered  thereby.  Any policy of  insurance  to be
provided by Tenant pursuant to this Article X shall contain a clause denying the
insurer any right of subrogation against Landlord.

         10.08    Failure to Insure.  If Tenant fails to maintain any  insurance
which Tenant is required to maintain pursuant to this Article X, Tenant shall be
liable to Landlord for any loss or cost resulting from such failure to maintain.
Tenant may not self-insure against any risks required to be covered by insurance
without Landlord's prior written consent.


                                      - 9 -


<PAGE>


                       ARTICLE XI - DAMAGE OR DESTRUCTION

         11.01    Total Destruction.  Except as provided in Section 11.03 below,
this Lease shall automatically terminate if the Premises are totally destroyed.

         11.02    Partial  Destruction of Premises.  If the Premises are damaged
by any casualty  and, in  Landlord's  opinion,  the Premises  (exclusive  of any
Alterations  made to the Premises by Tenant) can be restored to its  preexisting
condition  within one hundred  eighty (180) days after the date of the damage or
destruction, Landlord shall, upon written notice from Tenant to Landlord of such
damage,  except as provided in Section  11.03,  promptly and with due  diligence
repair the damage to the Premises  (exclusive of any Alterations to the Premises
made by Tenant,  which shall be promptly repaired by Tenant at its sole expense)
and, until such repairs are completed, the Rent shall be abated from the date of
damage or  destruction  in the same  proportion  that the  rentable  area of the
portion  of the  Premises  which is  unusable  by Tenant in the  conduct  of its
business  bears to the total  rentable  area of the  Premises.  If such  repairs
cannot, in Landlord's  opinion, be made within said one hundred eighty (180) day
period,  then  Landlord  shall  allow  Tenant  [part of  sentence  intentionally
omitted] the right,  by written notice given to the other within sixty (60) days
after the date of the damage or  destruction,  to terminate this Lease as of the
date of the damage or destruction.

         11.03    Exceptions to Landlord's Obligations. Notwithstanding anything
to the contrary  contained in this Article XI, Landlord shall have no obligation
to repair the  Premises if either:  (a) the  Building in which the  Premises are
located is so damaged as to require  repairs to the  Building  exceeding  twenty
percent  (20%) of the full  insurable  value of the  Building;  or (b)  Landlord
elects to demolish the  Building in which the  Premises are located;  or (c) the
damage or  destruction  occurs less than two (2) years prior to the  Termination
Date, exclusive of option periods. Further, Tenant's Rent shall not be abated if
either (i) the damage or destruction  is repaired  within five (5) business days
after  Landlord  receives  written  notice from Tenant of the casualty,  or (ii)
tenant, or any officers,  partners,  employees, agents or invitees of Tenant, or
any assignee or subtenant of Tenant,  is, in whole or in part,  responsible  for
the damage or destruction.

         11.04    Waiver. The provisions contained in this Lease shall supersede
any contrary laws now or hereafter in effect relating to damage or destruction.



<PAGE>


                           ARTICLE XII - CONDEMNATION

         12.01    Taking.  If the entire  Premises or so much of the Premises as
to render the balance unusable by Tenant shall be taken by condemnation, sale in
lieu of  condemnation  or in any other  manner  for any  public or  quasi-public
purpose  (collectively  "Condemnation"),  this Lease shall terminate on the date
that title or possession to the Premises is taken by the  condemning  authority,
whichever is earlier.

         12.02    Award. In the event of any Condemnation,  the entire award for
such  taking  shall  belong to  Landlord.  Tenant  shall  have no claim  against
Landlord  or the  award  for the value of any  unexpired  term of this  Lease or
otherwise.  Tenant shall be entitled to independently pursue a separate award in
a separate proceeding for Tenant's relocation costs directly associated with the
taking, provided such separate award does not diminish Landlord's award.

         12.03    Temporary  Taking.  No temporary  taking of the Premises shall
terminate  this Lease or entitle  Tenant to any abatement of the Rent payable to
Landlord under this Lease; provided,  further, that any award for such temporary
taking shall  belong to Tenant to the extent that the award  applies to any time
period  during  the Lease  Term and to  Landlord  to the  extent  that the award
applies to any time period outside the Lease Term.

                            ARTICLE XIII - RELOCATION

         13.01    Paragraph  intentionally  omitted] Relocation.  Landlord shall
have the right,  at its option upon not less than thirty (30) days prior written
notice  to  Tenant,  to  relocate  Tenant  and to  substitute  for the  Premises
described above other space in the Building of approximately the same dimensions
and size as the Premises  described in Section 1.02 above.  If Tenant is already
in occupancy o the  Premises,  then  Landlord  shall also  reimburse  Tenant for
Tenant's reasonable moving and telephone  relocation expenses and for reasonable
quantities of new  stationery  upon  submission to Landlord of receipts for such
expenditures incurred by Tenant.

                     ARTICLE XIV - ASSIGNMENT AND SUBLETTING

         14.01    Restriction.  Without the prior  written  consent of Landlord,
Tenant shall not, either  voluntarily or by operation of law, assign,  encumber,
or otherwise  transfer this Lease or any interest herein, or sublet the Premises
or any part thereof,  or permit the Premises to be occupied by anyone other than
Tenant or Tenant's  employees.  An  assignment,  subletting  or other  action in
violation  of the  foregoing  shall be void and,  at  Landlord's  option,  shall
constitute a material breach of this Lease.  For purposes of this Section 14.01,
an  assignment  shall  include any transfer of any interest in this Lease or the
Premises by Tenant pursuant to a merger, division, consolidation or liquidation,
or pursuant to a change in  ownership  of Tenant  involving a transfer of voting
control in Tenant (whether by transfer of partnership interests, corporate stock
or  otherwise).  Notwithstanding  anything  contained in this Article XIV to the
contrary,  Tenant  expressly  covenants  and agrees not to enter into any lease,
sublease,   license,  concession  or  other  agreement  for  use,  occupancy  or
utilization  of the Premises which provides for rental or other payment for such
use,  occupancy  or  utilization  based in whole or in part on the net income or
profits  derived by any person  from the  property  leased,  used,  occupied  or
utilized  (other than an amount based on a fixed  percentage or  percentages  of
receipts  or  sales),  and that any such  purported  lease,  sublease,  license,
concession or other agreement for use,  occupancy or utilization of the Premises
which  provides  for  rental  or  other  payment  for  such  use,  occupancy  or
utilization  based in whole or in part on the net income or  profits  derived by
any person from the property leased,  used,  occupied or utilized (other than an
amount based on a fixed  percentage or  percentages  of receipts or sales),  and
that any


                                     - 10 -


<PAGE>


such purported lease, sublease,  license, concession or other agreement shall be
absolutely  void and ineffective as a conveyance of any right or interest in the
possession,  use,  occupancy  or  utilization  of  any  part  of  the  Premises.
Notwithstanding the foregoing, Tenant shall have the right to assign or sublease
all or part of the  Premises to its  parent,  any of its  parent's  wholly-owned
subsidiaries or purchaser  without the consent of Landlord,  provided,  however,
that  proper  notice  per  paragraph  14.02 be  provided  to  Landlord  but such
assignment  or  subletting   shall  never  release   Tenant  from  any  and  all
obligations, covenants, and conditions set forth in this Lease.

         14.02    Notice to Landlord.  If Tenant desires to assign this Lease or
any interest herein, or to sublet all or any part of the Premises, then at least
twenty (20) business days prior to the effective date of the proposed assignment
or  subletting,  Tenant shall  submit to Landlord in  connection  with  Tenant's
request for Landlord's consent:

                  (A) A  statement  containing  (i) the name and  address of the
         proposed  assignee or subtenant;  (ii) such financial  information with
         respect  to the  proposed  assignee  or  subtenant  as  Landlord  shall
         reasonably  require;  (iii) the type of use proposed for the  Premises;
         and  (iv) all of the  principal  terms of the  proposed  assignment  or
         subletting; and

                  (B) Four (4) originals of the assignment or sublease on a form
         approved by Landlord and four (4) originals of the  Landlord's  Consent
         to Sublease or Assignment and Assumption of Lease and Consent.

         14.03    Landlord's  Recapture  Rights.  At any time within twenty (20)
business  days  after  Landlord's  receipt of all (but not less than all) of the
information and documents described in Section 14.02 above, Landlord may, at its
option by written  notice to Tenant,  elect to: (a) sublease the Premises or the
portion  thereof  proposed  to be sublet by Tenant  upon the same terms as those
offered to the proposed subtenant;  (b) take an assignment of the Lease upon the
same terms as those offered to the proposed assignee; or (c) terminate the Lease
in its entirety or as to the portion of the Premises  proposed to be assigned or
sublet,  with a  proportionate  adjustment in the Rent payable  hereunder if the
Lease is terminated  as to less than all of the  Premises.  If Landlord does not
exercise any of the options  described in the preceding  sentence,  then, during
the  above-described  twenty (20)  business  day period,  Landlord  shall either
consent or deny its consent to the proposed assignment or subletting.

         14.04    Landlord's Consent; Standards. Landlord's consent shall not be
unreasonably  withheld;  but,  in  addition  to any other  grounds  for  denial,
Landlord's  consent shall be deemed  reasonably  withheld if, in Landlord's good
faith  judgment:  (i) the  proposed  assignee  or  subtenant  does  not have the
financial  strength to perform its obligations  under this Lease or any proposed
sublease; (ii) the business and operations of the proposed assignee or subtenant
are not of comparable  quality to the business and operations being conducted by
other tenants in the Building;  (iii) the proposed assignee or subtenant intends
to use any part of the  Premises for a purpose not  permitted  under this Lease;
(iv) either the proposed assignee or subtenant,  or any person which directly or
indirectly  controls,  is  controlled  by, or is under  common  control with the
proposed assignee or subtenant occupies space in the Building, or is negotiating
with  Landlord  to lease space in the  Building;  (v) the  proposed  assignee or
subtenant  is  disreputable;  or (vi) the use of the Premises or the Building by
the proposed  assignee or subtenant  would, in Landlord's  reasonable  judgment,
significantly  increase  the  pedestrian  traffic in and out of the  Building or
vehicular  traffic in or to the Building or would require any alterations to the
Building to comply with applicable laws unless paid for by Tenant.

         14.05    Additional  Rent. If Landlord  consents to any such assignment
or subletting,  fifty percent (50%) of all sums or other economic  consideration
received by Tenant in connection  with such  assignment or  subletting,  whether
denominated as rental or otherwise,  which exceeds, in the aggregate,  the total
sum which  Tenant is obligated  to pay  Landlord  under this Lease  (prorated to
reflect obligations allocable to less than all of the Premises under a sublease)
shall be paid to Landlord as additional  rent under the Lease without  affecting
or reducing any other obligation of Tenant hereunder.

         14.06    Landlord's  Costs.  If Tenant shall assign this Lease or shall
sublet all or any part of the Premises or shall  request the consent of Landlord
to any  assignment,  subletting  or other act,  Tenant  shall pay to Landlord as
additional  rent  Landlord's   costs  related  thereto,   including   Landlord's
reasonable attorneys' fees and a minimum maximum fee to Landlord of Five Hundred
Dollars ($500.00).

         14.07    Continuing Liability of Tenant. Notwithstanding any assignment
or sublease,  Tenant shall remain as fully and primarily  liable for the payment
of Rent and for the performance of all other  obligations of Tenant contained in
this Lease to the same extent as if the assignment or sublease had not occurred;
provided,  however, that any act or omission of any assignee or subtenant, other
than Landlord, that violates the terms of this Lease shall be deemed a violation
of this Lease by Tenant.

         14.08    Non-Waiver.  The  consent by  Landlord  to any  assignment  or
subletting  shall not  relieve  Tenant,  or any  person  claiming  through or by
Tenant,  of the  obligation to obtain the consent of Landlord,  pursuant to this
Article  XIV,  to any  further  assignment  or  subletting.  In the  event of an
assignment  or  subletting,  Landlord  may collect rent from the assignee or the
subtenant without waiving any rights hereunder and collection of the rent from a
person  other  than  Tenant  shall not be  deemed a waiver of any of  Landlord's
rights under this Article XIV, an acceptance of assignee or subtenant as Tenant,
or a release of Tenant from the performance of Tenant's  obligations  under this
Lease.

                        ARTICLE XV - DEFAULT AND REMEDIES

         15.01    Events of  Default  By Tenant.  The  occurrence  of any of the
following  shall  constitute  a  material  default  and  breach of this Lease by
Tenant:

                  (A) The  failure  by Tenant to pay Base Rent or make any other
         payment required to be made by Tenant hereunder as and when due and the
         continuation  of such  failure for five (5) days after  written  notice
         thereof by Landlord to Tenant.

                  (B) The  abandonment of the Premises by Tenant or the vacation
         of the Premises by Tenant for fourteen (14)  consecutive  days (with or
         without the payment of Rent).

                  (C) The  making by Tenant of any  assignment  of this Lease or
         any  sublease  of all or  part of the  Premises,  except  as  expressly
         permitted under Article XIV of this Lease.


                                     - 11 -


<PAGE>


                  (D) The  failure by Tenant to  observe  or  perform  any other
         provision of this Lease to be observed or  performed  by Tenant,  other
         than those described in Sections 15.01(A),  15.01(B) or 15.01(C) above,
         if such failure  continues  for thirty (30) days after  written  notice
         thereof by Landlord to Tenant provided,  however, that if the nature of
         the default is such that it cannot be cured  within the thirty (30) day
         period,  no default  shall be deemed to exist if Tenant  commences  the
         curing of the default  promptly  within such thirty (30) day period and
         thereafter  diligently  prosecutes  the same to completion and achieves
         the same within sixty (60) days after the  occurrence  of such default.
         Landlord may provide  additional  time as  necessary  if in  Landlord's
         reasonable  opinion Tenant is in fact  diligently  working to cure such
         default.  The thirty (30) day notice  described herein shall be in lieu
         of,  and not in  addition  to,  any  notice  required  under law now or
         hereafter in effect  requiring that notice of default be given prior to
         the commencement of an unlawful detainer or other legal proceeding.

                  (E) The  making by Tenant of any  general  assignment  for the
         benefit of  creditors,  the  filing by or against  Tenant of a petition
         under any federal or state  bankruptcy or insolvency  laws (unless,  in
         the case of a petition  filed  against  Tenant,  the same is  dismissed
         within thirty (30) days after filing);  the appointment of a trustee or
         receiver to take possession of substantially  all of Tenant's assets at
         the Premises or Tenant's  interest in this Lease or the Premises,  when
         possession  is not restored to Tenant  within  thirty (30) days; or the
         attachment, execution or other seizure of substantially all of Tenant's
         assets  located at the  Premises or Tenant's  interest in this Lease or
         the  Premises,  if such seizure is not  discharged  within  thirty (30)
         days.

         15.02    Landlord's  Right To  Terminate  Upon Tenant  Default.  In the
event of any  default by Tenant as  provided in Section  15.01  above,  Landlord
shall  have the  right  without  notice  or  demand  to  Tenant  (Tenant  hereby
irrevocably waiving all notices and demands,  statutory or otherwise,  including
without  limitation,  any  notice  otherwise  required  in  connection  with any
forcible entry and detainer  action),  to terminate this Lease or Tenant's right
to possession of the Premises  without  terminating  this Lease,  in which event
Landlord shall be entitled to receive from Tenant:

                  (A) The worth at the  time of award  of any unpaid  Rent which
        had been earned at the time of such termination; plus

                  (B) The worth at the time of award of the  amount by which the
         unpaid Rent which would have been earned  after  termination  until the
         time of award  exceeds the amount of such  rental  loss  Tenant  proves
         could have been reasonably avoided; plus

                  (C) The worth at the time of award of the  amount by which the
         unpaid Rent for the balance of the term after the time of award exceeds
         the amount of such rental loss that Tenant  proves could be  reasonably
         avoided; plus

                  (D) Any other amount necessary to compensate  Landlord for all
         the  detriment  proximately  caused by Tenant's  failure to perform its
         obligations  under this Lease or which in the ordinary course of things
         would be likely to result therefrom; and

                  (E) At Landlord's election,  such other amounts in addition to
         or in lieu of the  foregoing as may be  permitted  from time to time by
         applicable law.

         As used in  subparagraphs  (A) and (B)  above,  "worth  at the  time of
award" shall be computed by discounting  such amounts at the then highest lawful
rate of interest,  but in no event to exceed one percent (1%) per annum plus the
rate  established  by the Federal  Reserve  Bank of Chicago on advances  made to
member  banks under  Sections 13 and 13a of the Federal  Reserve Act  ("discount
rate") prevailing on the date of execution of this Lease by Landlord. As used in
paragraph  (C)  above,  "worth  at the  time of  award"  shall  be  computed  by
discounting  such amount at the  discount  rate of the Federal  Reserve  Bank of
Chicago at the time of award plus one percent (1%).

         15.03    Landlord's Right To Continue Lease Upon Tenant Default. In the
event of a default of this Lease and  abandonment of the Premises by Tenant,  if
Landlord  does not elect to  terminate  this Lease as provided in Section  15.02
above,  Landlord may from time to time, without terminating this Lease,  enforce
all of its rights and remedies under this Lease. Without limiting the foregoing,
Landlord may continue this Lease in effect after Tenant's breach and abandonment
and recover Rent as it becomes due.  Landlord  may, but shall have no obligation
to re-let all or any part of the  Premises.  In the event  Landlord  at its sole
discretion elects to re-let the Premises to the fullest extent permitted by law,
the  proceeds of any  reletting  shall be applied  first to pay to Landlord  all
costs and expenses of such reletting  (including without  limitation,  costs and
expenses of retaking or repossessing the Premises, removing persons and property
therefrom,   securing  new  tenants,   including   expenses  for   redecoration,
alterations  and other costs in connection  with  preparing the Premises for the
new tenant,  and if Landlord shall maintain and operate the Premises,  the costs
thereof) and receivers'  fees incurred in connection with the appointment of and
performance by a receiver to protect the Premises and Landlord's  interest under
this Lease and any necessary or reasonable  alterations;  second, to the payment
of any  indebtedness  of  Tenant to  Landlord  other  than  Rent due and  unpaid
hereunder;  third,  to the  payment  of Rent due and unpaid  hereunder;  and the
residue,  if any,  shall be held by Landlord  and applied in payment of other or
future obligations of Tenant to Landlord as the same may become due and payable,
and Tenant shall not be entitled to receive any portion of such revenue.

         15.04    Right of Landlord to Perform.  All covenants and agreements to
be performed by Tenant under this Lease shall be performed by Tenant at Tenant's
sole cost and expense.  If Tenant shall fail to pay any sum of money, other than
Rent, required to be paid by it hereunder or shall fail to perform any other act
on its part to be performed hereunder,  Landlord may, but shall not be obligated
to, make any  payment or perform any such other act on Tenant's  part to be made
or performed,  without waiving or releasing Tenant of its obligations under this
Lease. Any sums so paid by Landlord and all necessary incidental costs, together
with interest  thereon at the lesser of the maximum rate permitted by law if any
or twelve percent (12%) per annum from the date of such payment shall be payable
to Landlord as additional rent on demand and Landlord shall have the same rights
and remedies in the event of  nonpayment  as in the case of default by Tenant in
the payment of Rent.

         15.05    Default  Under Other Leases.  If the term of any lease,  other
than this Lease,  heretofore  or  hereafter  made by Tenant for any space in the
Building  shall be  terminated  or  terminable  after the  making of this  Lease
because of any default by Tenant under such other lease, such fact shall empower
Landlord at Landlord's sole option,  to terminate this Lease by notice to Tenant
or to exercise any of the rights or remedies set forth in Section 15.02.


                                     - 12 -


<PAGE>



         15.06    Non-Waiver.  Nothing in this Article shall be deemed to affect
Landlord's rights to indemnification  for liability or liabilities arising prior
to termination of this Lease for personal  injury or property  damages under the
indemnification  clause or clauses  contained in this Lease.  No  acceptance  by
Landlord of a lesser sum than the Rent then due shall be deemed to be other than
on  account  of the  earliest  installment  of such  Rent  due,  nor  shall  any
endorsement  or statement on any check or any letter  accompanying  any check or
payment as rent be deemed an accord and  satisfaction,  and  Landlord may accept
such check or payment  without  prejudice  to  Landlord's  right to recover  the
balance of such  instatement  or pursue any other remedy in the Lease  provided.
The delivery of keys to any employee of Landlord or to  Landlord's  agent or any
employee thereof shall not operate as a termination of this Lease or a surrender
of the Premises.

         15.07    Cumulative  Remedies.  The specific remedies to which Landlord
may resort under the terms of the Lease are  cumulative  and are not intended to
be  exclusive  of any  other  remedies  or means of  redress  to which it may be
lawfully  entitled in case of any breach or  threatened  breach by Tenant of any
provisions  of the Lease.  In  addition  to the other  remedies  provided in the
Lease,  including  the right to terminate  Tenant's  right of  possession of the
Premises  and  reenter and  repossess  the  Premises  and remove all persons and
property from the Premises without terminating this Lease as provided in Section
15.02,  Landlord shall be entitled to a restraint by injunction of the violation
or attempted or  threatened  violation of any of the  covenants,  conditions  or
provisions of the Lease or to a decree  compelling  specific  performance of any
such covenants, conditions or provisions.

         15.08    Default by Landlord.  Landlord's failure to perform or observe
any of its obligations  under this Lease shall  constitute a default by Landlord
under this Lease only if such failure shall continue for a period of thirty (30)
days (or the additional  time, if any, that is reasonably  necessary to promptly
and diligently to cure the failure) after Landlord  receives written notice from
Tenant  specifying the default.  The notice shall give in reasonable  detail the
nature and  extent of the  failure  and shall  identify  the Lease  provision(s)
containing the  obligation(s).  If Landlord shall default in the  performance of
any of its obligations under this Lease (after notice and opportunity to cure as
provided herein),  Tenant may pursue any remedies  available to it under the law
and this Lease.



<PAGE>


                   ARTICLE XVI - ATTORNEYS FEES: COSTS OF SUIT

         16.01    Attorneys'  Fees. If either  Landlord or Tenant shall commence
any action or other proceeding against the other arising out of, or relating to,
this Lease or the Premises,  the  prevailing  party shall be entitled to recover
from the losing  party,  in addition to any other relief,  its actual  attorneys
fees irrespective of whether or not the action or other proceeding is prosecuted
to judgment and  irrespective  of any court  schedule of  reasonable  attorneys'
fees.  In  addition,  Tenant shall  reimburse  Landlord,  upon  demand,  for all
reasonable  attorneys'  fees  incurred in collecting  Rent or otherwise  seeking
enforcement against Tenant, its sublessees and assigns, of Tenant's  obligations
under this Lease.

         16.02    Indemnification.  Should  Landlord  be  made  a  party  to any
litigation  instituted by Tenant  against a party other than  Landlord,  or by a
third party against  Tenant,  Tenant shall  indemnify,  hold harmless and defend
Landlord from any and all loss, cost,  liability,  damage or expense incurred by
Landlord,  including attorneys' fees, in connection with the litigation.  Should
Tenant be made a party to any litigation  instituted by Landlord against a party
other  than  Tenant,  or by a  third  party  against  Landlord,  Landlord  shall
indemnify,  hold  harmless  and  defend  Tenant  from  any and all  loss,  cost,
liability,  damage or expense incurred by Tenant,  including attorney's fees, in
connection with the litigation.

                   ARTICLE XVII - SUBORDINATION AND ATTORNMENT

         17.01    Subordination. This Lease, and the rights of Tenant hereunder,
are and shall be  subordinate  to the  interests  of (i) all  present and future
ground leases and master leases of all or any part of the Building; (ii) present
and  future  mortgages  and  deeds of trust  encumbering  all or any part of the
Building or the underlying real estate;  (iii) all past and future advances made
under  any  such   mortgages  or  deeds  of  trust;   and  (iv)  all   renewals,
modifications,  replacements  and extensions of any such ground  leases,  master
leases,  mortgages and deeds of trust; provided,  however, that any lessor under
any such ground lease or master lease or any mortgagee or beneficiary  under any
such mortgage or deed of trust shall have the right to elect,  by written notice
given to Tenant,  to have this Lease  made  superior  in whole or in part to any
such ground lease, master lease,  mortgage or deed of trust. Upon demand, Tenant
shall execute,  acknowledge and deliver any instruments  reasonably requested by
Landlord or any such lessor,  mortgagee or beneficiary to effect the purposes of
this Section 17.01. Such instruments may contain, among other things, provisions
to the effect that such lessor,  mortgagee or  beneficiary  (hereafter,  for the
purposes of this Section 17.01, a "Successor  Landlord") shall (i) not be liable
for any act or omission of Landlord or its  predecessors,  if any,  prior to the
date of such Successor  Landlord's  succession to Landlord's interest under this
Lease;  (ii) not be subject to any offsets or defenses  which  Tenant might have
been able to assert against Landlord or its  predecessors,  if any, prior to the
date of such Successor  Landlord's  succession to Landlord's interest under this
Lease;  (iii) not be liable for the  return of any  security  deposit  under the
Lease unless the same shall have actually  been  deposited  with such  Successor
Landlord;  and (iv) be entitled to receive notice of any Landlord  default under
this Lease plus a reasonable  opportunity  to cure such default  prior to Tenant
having any right or ability to terminate this Lease as a result of such Landlord
default.

                  Within  thirty  (30) days after the  execution  of this Lease,
Landlord will obtain a Subordination  Non-Distrubance  Agreement from the lender
in favor of the Lessee in a form that is acceptable to the current lender.

         17.02    Attornment.  If requested to do so, Tenant shall attorn to and
recognize as Tenant's  landlord under this Lease any superior  lessor,  superior
mortgagee or other purchaser or person taking title to the Building by reason of
the  termination  of any  superior  lease  or the  foreclosure  of any  superior
mortgage or deed of trust, and Tenant shall, upon demand,  execute any documents
reasonably  requested by any such person to evidence the attornment described in
this Section 17.02.

         17.03    Mortgage and Ground Lessor  Protection.  Tenant agrees to give
any holder of any mortgage and any ground  lessor,  by  registered  or certified
mail,  a copy of any  notice of  default  served  upon the  Landlord  by Tenant,
provided  that prior to such notice  Tenant has been notified in writing (by way
of service on Tenant of a copy of Assignment of Rents and Leases,  or otherwise)
of the address of such mortgage holder or ground lessor (hereafter the "Notified
Party").  Tenant  further agrees that if Landlord shall have failed to cure such
default  within  twenty  (20) days after  such  notice to  Landlord  (or if such
default cannot be cured or corrected within that time, then such additional time
as may be necessary if Landlord has commenced within such twenty


                                     - 13 -


<PAGE>


(20) days and is diligently  pursuing the remedies or steps necessary to cure or
correct such default),  then the Notified Party shall have an additional  thirty
(30) days  within  which to cure or correct  such  default  (or if such  default
cannot be cured or corrected  within that time, then such additional time as may
be necessary if the Notified  Party has  commenced  within such thirty (30) days
and is  diligently  pursuing the remedies or steps  necessary to cure or correct
such default).  Until the time allowed, as aforesaid,  for the Notified Party to
cure such default has expired  without cure,  Tenant shall have no right to, and
shall not, terminate this Lease on account of Landlord's default.

                         ARTICLE XVIII - QUIET ENJOYMENT

         18.01    Provided   that  Tenant   performs  all  of  its   obligations
hereunder,  Tenant shall have and peaceably  enjoy the Premises during the Lease
Term, subject to all of the terms and conditions contained in this Lease.

                              ARTICLE XIX - PARKING

         19.01    Tenant,  its employees and  invitees,  are hereby  granted the
non-exclusive  privilege  to use parking  spaces at the  Building.  Tenant shall
abide by all rules and regulations  regarding the use of the parking area as may
now exist or as may  hereinafter be promulgated by Landlord.  Landlord  reserves
the right to modify,  restripe  and  otherwise  change the  location  of drives,
parking spaces and parking area at the Building. Landlord may, but shall have no
obligation to, designate certain parking spaces for trucks,  handicapped persons
or designated  tenants as Landlord,  in its sole discretion,  may deem necessary
for the  professional  and  efficient  operation  of the  parking  area  and the
Building.  Landlord  shall have the right to reasonably  restrict the number and
location of  truck/tractor  trailers for the overall benefit of all tenants,  it
being  agreed  by Tenant  that it is not the  intent  of this  Lease to  provide
unrestricted parking for truck/tractor trailers. Tenant agrees not to overburden
the parking  facilities  and agrees to cooperate with Landlord and other tenants
in the use of parking facilities. Tenant will reimburse Landlord upon demand for
any damage caused to the parking  surfaces or  facilities  caused by Tenant's or
any of its employees', agents' or invitees' trucks/tractor trailers or any other
vehicles.  Landlord  reserves the right in its absolute  discretion to determine
whether parking  facilities are becoming crowded and, in such event, to allocate
parking spaces among Tenant and other  tenants.  At no time shall the parking of
any  vehicle  be  permitted  in the fire  lanes  or  handicapped  parking  areas
servicing the Building.

                       ARTICLE XX - RULES AND REGULATIONS

         20.01    The Rules and  Regulations  attached  hereto as  Exhibit F are
hereby  incorporated  by reference  herein and made a part hereof.  Tenant shall
abide by, and faithfully  observe and comply with the Rules and  Regulations and
any reasonable and non-discriminatory amendments, modifications and/or additions
thereto as may hereafter be adopted and  published by written  notice to tenants
by Landlord for the safety, care, security, good order and/or cleanliness of the
Premises  and/or the  Building.  Landlord  shall not be liable to Tenant for any
violation of such rules and  regulations  by any other tenant or occupant of the
Building.

                       ARTICLE XXI - ESTOPPEL CERTIFICATES

         21.01    Tenant  agrees at any time and from time to time upon not less
than ten (10) days prior written  notice from  Landlord to execute,  acknowledge
and deliver to Landlord a  statement  in writing  addressed  and  certifying  to
Landlord,  or to the holder or assignee of any existing or prospective  mortgage
encumbering the Building or any part thereof  (hereafter a  "Mortgagee"),  or to
the lessor, or existing or prospective assignee of the lessor's position,  under
any existing or  prospective  ground lease of the land  underlying  the Building
(hereafter  a "Ground  Lessor"),  or to any  prospective  purchaser of the land,
improvements or both comprising the Building,  that this Lease is unmodified and
in full force and effect (or if there have been modifications,  that the same is
in full force and effect as modified and stating the modifications); that Tenant
has accepted  possession of the Premises,  which are acceptable in all respects,
and that any  improvements  required  by the  terms of this  Lease to be made by
Landlord have been completed to the  satisfaction  of Tenant;  that Tenant is in
full occupancy of the Premises; that no rent has been paid more than thirty (30)
days in advance;  that the first month's Base Rent has been paid; that Tenant is
entitled  to no free Rent or other  concessions  except as stated in this Lease;
that Tenant has not been  notified of any previous  assignment  of Landlord's or
any predecessor  landlord's  interest under this Lease;  the dates to which Base
Rent, additional rental and other charges have been paid; that Tenant, as of the
date of such  certificate,  has no  charge,  lien or claim of setoff  under this
Lease or otherwise against Base Rent,  additional rental or other charges due or
to  become  due  under  this  Lease;  and that  Landlord  is not in  default  in
performance of any covenant,  agreement or condition  contained in this Lease or
any other matter  relating to this Lease or the  Premises or, if so,  specifying
each such  default.  In addition,  in the event that such  certificate  is being
given to any Mortgagee or Ground  Lessor,  such  statement may contain any other
provisions  customarily  required by such Mortgagee or Ground Lessor  including,
without  limitation,  an  agreement  on the part of  Tenant to  furnish  to such
Mortgagee  or Ground  Lessor,  as  applicable,  written  notice of any  Landlord
default and a reasonable opportunity for such Mortgagee or Ground Lessor to cure
such  default  prior to Tenant  being able to  terminate  this  Lease.  Any such
statement  delivered  pursuant to this Section may be relied upon by Landlord or
any Mortgagee,  Ground Lessor or  prospective  purchaser to whom it is addressed
and such statement, if required by its addressee,  may so specifically state. If
Tenant does not execute,  acknowledge  and deliver to Landlord the  statement as
and when required herein, it shall be considered a material breach of the Lease.
[Sentence intentionally omitted.]

ARTICLE XXII -ENTRY BY LANDLORD

         22.01    Landlord  may enter the Premises at all  reasonable  times to:
inspect  the  same;  exhibit  the same to  prospective  purchasers,  lenders  or
tenants; determine whether Tenant is complying with all of its obligations under
this Lease;  supply  janitorial and other services to be provided by Landlord to
Tenant under this Lease; post notices of non-responsibility; and make repairs or
improvements in or to the Building or the Premises;  provided,  however that all
such work shall be done as promptly as reasonably possible and so as to cause as
little interference to Tenant as reasonably  possible.  Tenant hereby waives any
claim for  damages for any injury or  inconvenience  to, or  interference  with,
Tenant's  business,  any loss of occupancy or quiet enjoyment of the Premises or
any other loss  occasioned  by such entry . As provided for in clause  (xiii) of
Section 27.19 of this Lease, Landlord shall at all times have the right, but not
the obligation,  to obtain from Tenant and retain a key with which to unlock all
of the doors in, on or about


                                     - 14 -


<PAGE>


the Premises (excluding  Tenant's vaults,  safes and similar areas designated by
Tenant in writing in advance),  and Landlord shall have the right to use any and
all means by which  Landlord  may deem proper to open such doors to obtain entry
to the Premises,  and any entry to the Premises obtained by Landlord by any such
means, or otherwise, shall not under any circumstances be deemed or construed to
be a  forcible  or  unlawful  entry  into or a detainer  of the  Premises  or an
eviction, actual or constructive,  of Tenant from any part of the Premises. Such
entry by Landlord  shall not act as a  termination  of this  Lease.  If Landlord
shall be required to obtain  entry by means other than a key provided by Tenant,
the cost of such  entry  shall be payable by Tenant to  Landlord  as  additional
rent.



                                  ARTICLE XXIII

         23.01    ARTICLE XXIII WAS INTENTIONALLY OMITTED


         23.02    Transfer of Landlord's  Interest.  Landlord and each successor
to  Landlord  shall  be  fully  released  from  the  performance  of  Landlord's
obligations for any matters  arising  subsequent to their transfer of Landlord's
interest  in the  Building.  Landlord  shall  not be liable  for any  obligation
hereunder arising after a transfer of its interest in the Building.

                         ARTICLE XXIV - HOLDOVER TENANCY

         24.01    If  Tenant  holds   possession  of  the  Premises   after  the
expiration  or  termination  of the Lease Term,  by lapse of time or  otherwise,
Tenant  shall  become a tenant at  sufferance  upon all of the  terms  contained
herein,  except as to Lease Term and Rent.  During such holdover period,  Tenant
shall pay to Landlord a monthly  rental  equivalent to one hundred fifty percent
(150%) of the Rent payable by Tenant to Landlord  with respect to the last month
of the Lease Term. The monthly rent payable for such holdover period shall in no
event be construed as a penalty or as liquidated  damages for such  retention of
possession.  Without limiting the foregoing,  Tenant hereby agrees to indemnify,
defend and hold harmless Landlord, its beneficiary, and their respective agents,
contractors  and  employees,  from and against any and all claims,  liabilities,
actions,  losses,  damages  (including  without  limitation,  direct,  indirect,
incidental and consequential) and expenses (including, without limitation, court
costs and reasonable  attorneys' fees) asserted against or sustained by any such
party and  arising  from or by reason of such  retention  of  possession,  which
obligations shall survive the expiration or termination of the Lease Term.

                              ARTICLE XXV - NOTICES

         25.01    All notices which  Landlord or Tenant may be required,  or may
desire,  to serve on the other may be  served,  as an  alternative  to  personal
service,  by mailing the same by registered or certified mail,  postage prepaid,
or may be sent by  overnight  courier,  addressed to the Landlord at the address
for  Landlord  set forth in Section  1.11 above and to Tenant at the address for
Tenant set forth in Section  1.12  above,  or,  from and after the  Commencement
Date,  to the Tenant at the Premises  whether or not Tenant has  departed  from,
abandoned  or vacated  the  Premises,  or  addressed  to such  other  address or
addresses  as either  Landlord or Tenant may from time to time  designate to the
other in  writing.  Any notice  shall be deemed to have been given by  overnight
courier shall be deemed given on the first  business day following the date such
notice is delivered  by such courier  provided  such courier  verifies  delivery
thereof.

                             ARTICLE XXVI - BROKERS

         26.01    Tenant and Landlord each warrants to the other that it has had
no dealings  with any broker or agent in  connection  with this Lease other than
Sealy & Company,  Inc. and covenants to pay,  hold  harmless and indemnify  each
other  from  and  against  any and all  costs,  expenses  or  liability  for any
compensation,  commissions,  and  charges  claimed by any other  broker or agent
(other  than  the  broker  named  above)  with  respect  to  this  Lease  or the
negotiation thereof with whom such indemnifying party had dealings.


                                     - 15 -


<PAGE>



                          ARTICLE XXVII - MISCELLANEOUS

         27.01    Entire  Agreement.  This Lease  contains all of the agreements
and  understandings  relating to the leasing of the Premises and the obligations
of Landlord and Tenant in Connection  with such leasing.  Landlord has not made,
and Tenant is not relying upon, any warranties, or representations,  promises or
statements  made by Landlord or any agent of Landlord,  except as expressly  set
forth  herein.   This  Lease   supersedes  any  and  all  prior  agreements  and
understandings  between Landlord and Tenant and alone expresses the agreement of
the parties.

         27.02    Amendments.  This  Lease  shall  not be  amended,  changed  or
modified in any way unless in writing executed by Landlord and Tenant.  Landlord
shall not have waived or released any of its rights  hereunder unless in writing
and executed by the Landlord.

         27.03    Successors.  Except as expressly  provided herein,  this Lease
and the  obligations  of Landlord  and Tenant  contained  herein  shall bind and
benefit the successors and assigns of the parties hereto.

         27.04    Force  Majeure.  Landlord  shall incur no  liability to Tenant
with respect to, and shall not be responsible for any failure to perform, any of
Landlord's  obligations hereunder if such failure is caused by any reason beyond
the control of Landlord  including,  but not limited to strike,  labor  trouble,
governmental rule,  regulations,  ordinance,  statute or  interpretation,  fire,
earthquake,  civil commotion,  or failure or disruption of utility services. The
amount of time for Landlord to perform any of  Landlord's  obligations  shall be
extended by the amount of time Landlord is delayed in performing such obligation
by reason of any force majeure  occurrence  whether similar to or different from
the foregoing types of occurrences.

         27.05    Survival of Obligations. Any obligations of Landlord or Tenant
accruing prior to the  expiration of the Lease shall survive the  termination of
the Lease,  and Landlord or Tenant shall promptly  perform all such  obligations
whether or not this Lease has expired.

         27.06    Light and Air. No diminution or shutting off of any light, air
or view by any  structure  now or hereafter  erected  shall in any manner affect
this  Lease or the  obligations  of Tenant  hereunder,  or  increase  any of the
obligations of Landlord hereunder.

         27.07    Governing  Law. This Lease shall be governed by, and construed
in accordance with, the laws of the State of Louisiana.

         27.08    Severability.  In the event  any  provision  of this  Lease is
found to be  unenforceable,  the  remainder of this Lease shall not be affected,
and any  provision  found to be  invalid  shall  be  enforceable  to the  extent
permitted  by  law.  The  parties   agree  that  in  the  event  two   different
interpretations  may be  given to any  provision  hereunder,  one of which  will
render the provision  unenforceable,  and one of which will render the provision
enforceable,  the  interpretation  rendering the provision  enforceable shall be
adopted.

         27.09    Captions. All captions, headings, titles, numerical references
and computer  highlighting  are for convenience only and shall have no effect on
the interpretation of this Lease.

         27.10    Interpretation.  Tenant  acknowledges  that  it has  read  and
reviewed this Lease and that it has had the  opportunity  to confer with counsel
in the  negotiation  of this Lease.  Accordingly,  this Lease shall be construed
neither  for nor  against  Landlord  or  Tenant,  but  shall be given a fair and
reasonable  interpretation  in accordance  with the meaning of its terms and the
intent of the parties.

         27.11    Independent Covenants. Each covenant, agreement, obligation or
other  provision  of this  Lease to be  performed  by Tenant  are  separate  and
independent covenants of Tenant, and not dependent on any other provision of the
Lease.

         27.12    Number and  Gender.  All terms and words  used in this  Lease,
regardless  of the number or gender in which  they are used,  shall be deemed to
include the appropriate number and gender, as the context may require.

         27.13    Time is of the  Essence.  Time is of the essence of this Lease
and the performance of all obligations hereunder.

         27.14    Joint and Several Liability. If Tenant comprises more than one
person or entity,  or if this Lease is guaranteed by any party, all such persons
shall be jointly and severally  liable for payment of rents and the  performance
of Tenant's obligations hereunder.

         27.15    Exhibits and  Schedules.  Exhibits A (Outline of Premises),  B
(Work Letter  Agreement),  C (Suite  Acceptance  Letter),  D (Tenant  Operations
Inquiry),  E (List  of  Additional  Insureds),  F  (Rules  and  Regulations),  G
(Guaranty)  and H  (Building  Plans),  and  Schedule  1 to  Exhibit  D (List  of
Permissible Hazardous Materials and Quantities) are incorporated into this Lease
by reference and made a part hereof.

         27.16    Offer to Lease.  The submission of this Lease to Tenant or its
broker  or other  agent,  does not  constitute  an offer to  Tenant to lease the
Premises. This Lease shall have no force and effect until (a) it is executed and
delivered  by Tenant to Landlord  and (b) it is fully  reviewed  and executed by
Landlord;  provided,  however,  that, upon execution of this Lease by Tenant and
delivery  to  Landlord,   such  execution  and  delivery  by  Tenant  shall,  in
consideration  of the time and expense  incurred by  Landlord in  reviewing  the
Lease and Tenant's  credit,  constitute an offer by Tenant to Lease the Premises
upon the terms and  conditions  set forth herein  (which offer to Lease shall be
irrevocable for twenty (20) business days following the date of delivery).


                                     - 16 -


<PAGE>


         27.17    Waiver;  No  Counterclaim;  Choice  of  Laws.  To  the  extent
permitted by applicable  law,  Tenant hereby waives the right to a jury trial in
any action or proceeding  regarding  this Lease and the tenancy  created by this
Lease. [Sentence intentionally  omitted.] In addition,  Tenant hereby submits to
local  jurisdiction  in the State of  Louisiana  and  agrees  that any action by
Tenant  against  Landlord shall be instituted in the State of Louisiana and that
Landlord shall have personal  jurisdiction over Tenant for any action brought by
Landlord  against Tenant in the State of Louisiana.  To the extent  permitted by
applicable law, Tenant hereby waives any and all rights of redemption granted by
any present or future laws.

         27.18    Electrical  Service  to the  Premises.  Anything  set forth in
Section  7.01  or  elsewhere  in this  Lease  to the  contrary  notwithstanding,
electricity  to the Premises  shall not be  furnished by Landlord,  but shall be
furnished  by the  approved  electric  utility  company  serving  the  Building.
Landlord shall permit Tenant to receive such service  directly from such utility
company at Tenant's cost (except as otherwise  provided herein) and shall permit
Landlord's  wire and  conduits,  to the extent  available,  suitable  and safely
capable, to be used for such purposes.

         27.19    Rights Reserved by Landlord.  Provided  Landlord uses its best
efforts to minimize  interference  with the  business  of the  Tenant,  Landlord
reserves the following  rights  exercisable  without notice (except as otherwise
expressly  provided to the  contrary in this Lease) and without  being deemed an
eviction or  disturbance of Tenant's use or possession of the Premises or giving
rise to any claim for set-off or  abatement  of Rent:  (i) to change the name or
street address of the Building; (ii) to install, affix and maintain all signs on
the exterior and/or interior of the Building;  (iii) to designate and/or approve
prior to  installation,  all  types of signs,  window  shades,  blinds,  drapes,
awnings or other similar  items,  and all internal  lighting that may be visible
from the  exterior  of the  Premises;  (iv) to display the  Premises  and/or the
Building to  mortgagees,  prospective  mortgagees,  prospective  purchasers  and
ground lessors at reasonable hours upon reasonable advance notice to Tenant; (v)
to change the  arrangement  of entrances,  doors,  corridors,  elevators  and/or
stairs in the  Building,  provided no such  change  shall  materially  adversely
affect  access to the Premises;  (vi) to grant any party the exclusive  right to
conduct  any  business  or render any  service in the  Building,  provided  such
exclusive right shall not operate to prohibit Tenant from using the Premises for
the purposes  permitted  under this Lease;  (vii) to prohibit  the  placement of
vending or dispensing  machines of any kind in or about the Premises  other than
for use by Tenant's  employees;  (viii) to prohibit  the  placement  of video or
other  electronic  games in the  Premises;  (ix) to have access for Landlord and
other  tenants of the Building to any mail chutes and boxes located in or on the
Premises  according to the rules of the United States Post Office;  (x) to close
the Building after normal business  hours,  except that Tenant and its employees
and  invitees  shall be entitled to  admission at all times under such rules and
regulations  as Landlord  prescribes  for  security  purposes;  (xi) to install,
operate and maintain security systems which monitor, by close circuit television
or otherwise, all persons entering or leaving the Building; (xii) to install and
maintain pipes,  ducts,  conduits,  wires and structural elements located in the
Premises which serve other parts or other tenants of the Building; and (xiii) to
retain at all times master keys or pass keys to the Premises.

         27.20    Tenant  Operations   Inquiry.  As  a  material  inducement  to
Landlord to enter into this Lease (i) Tenant has completed Exhibit D hereto, and
(ii) Tenant  represents  and  warrants to  Landlord  that  Exhibit D is true and
correct in all material respects and is not misleading.

         27.21    Guaranty.  Simultaneously  with execution and delivery of this
Lease,  the Guarantors shall execute and deliver to Landlord the Guaranty in the
form and content of Exhibit G hereto.

         27.22    Consent.  Whether  Landlord's  consent is  required  under the
terms of the Lease such consent shall not be unreasonably withheld.

                       ARTICLE XXVIII - FLOOR LOAD LIMITS

         28.01    Floor  Load  Limits.  Tenant  shall  not place a load upon any
floor of the Premises exceeding the floor load per square foot area which it was
designed to carry and which is allowed by law.  Landlord  reserves  the right to
prescribe the weight and position of all safes, business machines and mechanical
equipment in the Building.  Such installations shall be placed and maintained by
Tenant, at Tenant's expense, in settings sufficient,  in Landlord's judgment, to
absorb and prevent vibration, noise and annoyance to occupants of the complex of
adjacent property.

                         ARTICLE XXIX - LANDLORD'S LIEN

         29.01    [Paragraph intentionally omitted.]

                      ARTICLE XXX - UNIFORM COMMERCIAL CODE

         30.01    [Paragraph intentionally omitted.]


                                     - 17 -


<PAGE>



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




TENANT:                                     LANDLORD:

MORGAN PRODUCTS, LTD.,
doing business in Louisiana as
MORGAN DISTRIBUTION                         BR/NO LA. PROPERTIES, LLC


By:      _________________________          By:      SPM Industrial, LLC

Its:     _________________________          Its:     Administrative Member


                                            ______________________________
                                            Mark P. Sealy
                                            Member

ATTEST:


______________________________


______________________________


WITNESSES:                                  WITNESSES:


______________________________              ______________________________


______________________________              ______________________________



                                     - 18 -


<PAGE>


RIDER TO LEASE dated May 7, 1997 between BR/NO LA. Properties,  LLC (hereinafter
referred  to as  "Landlord")  and  Morgan  Products,  Ltd.,  doing  business  in
Louisiana as Morgan Distribution (hereinafter referred to as "Tenant").

                         ARTICLE XXXII - RENEWAL OPTIONS

31.01  Landlord  and Tenant  agree that the lease shall  include  the  following
renewal option:

              (A)     Renewal Option: Subject to credit approval by Landlord and
                      if  Tenant  is not in  default  of the  Lease  at the time
                      delivery of notice is required  to exercise  this  option,
                      and if at any time  thereafter  through and  including the
                      time the subject  renewal term is to commence,  Tenant has
                      not  been  in  default  with  respect  to  any  terms  and
                      conditions  contained  herein,  the  Tenant,  but  not any
                      assignee or sublessee,  shall have one (1) option to renew
                      this lease for one (1) additional term ("Renewal Term") of
                      five (5) years which shall  commence on August 1, 2002 and
                      expire on July 31, 2007, on the same terms and  conditions
                      as set forth herein,  provided that Tenant gives  Landlord
                      written  notice no earlier  than twelve (12) months and no
                      later than six (6) months prior to the  expiration  of the
                      then current term,  except that the rental for the Renewal
                      Term shall be based on the then prevailing rental rate for
                      this property.

                      For purposes of the preceding sentence, "prevailing rental
                      rate"  shall mean the total  rental  rate being  quoted by
                      Landlord to third party tenants and accepted by such third
                      party  tenants  at the time of the  relevant  renewal  for
                      similar  space,  including all fixed and/or indexed rental
                      adjustments  and all  rental  adjustments  for  taxes  and
                      expenses for the leased premises,  within the Building and
                      taking into account lease buildouts and other concessions.

              (B)     In the event Tenant exercises the Renewal Option, Landlord
                      and Tenant shall  execute and deliver an amendment to this
                      lease  reflecting the renewal of the Term of this lease on
                      the  terms  herein  provided,  which  amendment  shall  be
                      executed and delivered promptly after the determination of
                      the rental rate.

              (C)     Tenant  agrees  to  accept  the  Premises  in  an  "as-is"
                      physical condition on the commencement date of the Renewal
                      Term and  Tenant  shall not be  entitled  to any credit or
                      allowance  from  Landlord for the  improvement  thereof or
                      otherwise.

              (D)     The Renewal  Option  herein  granted  shall  automatically
                      terminate  upon the earlier to occur of (i)  expiration or
                      termination  of  this  lease,   (ii)  the  termination  of
                      Tenant's right to possession of the leased premises, (iii)
                      the failure of Tenant to timely or properly  exercise  the
                      renewal option.


31.02  Landlord  and Tenant  agree that the lease shall  include  the  following
second renewal option:_PRIVATE __

              (A)     Second  Renewal  Option:  Subject  to credit  approval  by
                      Landlord  and if Tenant is not in  default of the Lease at
                      the time  delivery of notice is required to exercise  this
                      option,   and  if  at  any  time  thereafter  through  and
                      including  the  time  the  subject   renewal  term  is  to
                      commence,  Tenant has not been in default  with respect to
                      any terms and conditions contained herein, the Tenant, but
                      not  any  assignee  or  sublessee,   shall  have  one  (1)
                      additional  option to renew this lease for a second  (2nd)
                      additional term ("Second  Renewal Term") of five (5) years
                      which shall  commence on August 1, 2002 and expire on July
                      31, 2007,  on the same terms and  conditions  as set forth
                      herein, provided that Tenant gives Landlord written notice
                      no earlier  than  twelve (12) months and no later than six
                      (6) months  prior to the  expiration  of the then  current
                      term,  except that the rental for the Second  Renewal Term
                      shall be based on the then prevailing rental rate for this
                      property.

                      For purposes of the preceding sentence, "prevailing rental
                      rate"  shall mean the total  rental  rate being  quoted by
                      Landlord to third party tenants and accepted by such third
                      party  tenants  at the time of the  relevant  renewal  for
                      similar  space,  including all fixed and/or indexed rental
                      adjustments  and all  rental  adjustments  for  taxes  and
                      expenses for the leased premises,  within the Building and
                      taking into account lease buildouts and other concessions.


              (B)     In the event Tenant  exercises the Second Renewal  Option,
                      Landlord and Tenant shall execute and deliver an amendment
                      to this lease  reflecting  the renewal of the Term of this
                      lease on the terms herein provided,  which amendment shall
                      be executed and delivered promptly after the determination
                      of the rental rate.


                                     - 19 -


<PAGE>


              (C)     Tenant  agrees  to  accept  the  Premises  in  an  "as-is"
                      physical  condition on the commencement date of the Second
                      Renewal  Term and  Tenant  shall  not be  entitled  to any
                      credit or  allowance  from  Landlord  for the  improvement
                      thereof or otherwise.

              (D)     The   Second   Renewal   Option   herein   granted   shall
                      automatically  terminate  upon the earlier to occur of (i)
                      expiration  or  termination   of  this  lease,   (ii)  the
                      termination  of Tenant's right to possession of the leased
                      premises,  (iii)  the  failure  of  Tenant  to  timely  or
                      properly exercise the Second Renewal Option.

                     ARTICLE XXXII - RIGHT OF FIRST REFUSAL

32.01                 (A)  During  the  term of this  Lease  and  after  initial
                      occupancy by  prospective  tenants for Suites 4 and 5, and
                      subject to credit  approval by Landlord,  the Tenant shall
                      have the  first  right of  refusal  ("Refusal  Right")  to
                      lease, either singly or collectively,  all of the adjacent
                      Suites #4 and #5, located at 11401 Industriplex Boulevard,
                      Baton Rouge,  Louisiana  consisting of approximately 7,706
                      and  12,076  square  feet  respectively  cross  hatched in
                      Section  32.02  below   (hereinafter   called   "Expansion
                      Premises").

              (B)     In  the  event  that  the  Landlord,   or  the  Landlord's
                      successor  in  interest,  has  knowledge  of the  upcoming
                      availability  of  either  Expansion   Premises  and  shall
                      propose to lease either Expansion  Premises,  or otherwise
                      grant any occupancy  rights  therein,  the Landlord  shall
                      first give written  notice  ("Landlord's  Notice") of such
                      availability or proposed  transaction to the Tenant, which
                      notice shall  include the rent,  terms and  conditions  of
                      such proposed  transaction.  The Tenant shall have fifteen
                      (15)  business  days after such  Landlord's  Notice during
                      which the  Tenant  may  elect,  by  written  notice to the
                      Landlord, sent certified mail, return receipt requested or
                      delivered by an overnight  courier  service or in hand, to
                      exercise its Refusal Right in accordance herewith,  and in
                      the event the Tenant  shall fail to  exercise  its Refusal
                      Right,  the space may be offered to another  party or such
                      proposed  transaction  may be  consummated by the Landlord
                      and the third  party.  In the event  Tenant  shall fail to
                      exercise its Refusal Right on either Expansion Premises at
                      any time after notice as aforesaid, Tenant's Refusal Right
                      with respect  thereto  shall  thereafter  cease and become
                      null and void  regardless  of  whether  such  space  again
                      becomes  available  during the Term of this Lease.  In the
                      event that  Tenant  does  elect to  exercise  its  Refusal
                      Right,  the  Tenant  shall  promptly  execute  a lease for
                      either Expansion Premises on the same base rent, terms and
                      conditions as those specified in the Landlord's Notice but
                      in no event shall the base rent be less than the rent then
                      being paid by Tenant under this Lease.

              (C)     Termination:   The  Refusal   Right  shall   automatically
                      terminate  upon the earlier to occur of (1) the expiration
                      or  termination  of this  Lease,  (2) the  termination  of
                      Tenant's  right to  possession  of the  Premises,  (3) the
                      assignment  of this Lease by Tenant,  (4) the  sublease by
                      Tenant  of the  Premises,  or  any  portion  thereof,  (5)
                      Tenant's  decision  to  decline  the  Refusal  Right  when
                      offered,  or (6)  the  failure  of  Tenant  to  timely  or
                      properly exercise such Refusal Right.


32.02



                      [Diagram  of  the  property   indicating   the   Expansion
                      Premises,  Suites 4 and 5, for which the  Tenant has first
                      right of refusal as explained in Section 32.01 (A) above.]



                                     - 20 -


<PAGE>



                                    EXHIBIT A

                        Floor Plan or Layout of Premises

                         (Approximately 22,596 Sq. Ft.)

                             (Office 2,502 Sq. Ft.)

                             Warehouse 20,094 Sq. Ft

Tenant: Morgan Products, Ltd., doing business in Louisiana as Morgan
        Distribution





                       [Diagram of floor plan of premises]


<PAGE>


                                    EXHIBIT B
                              WORK LETTER AGREEMENT

                            [Landlord Performs Work]
                                   [Allowance]

         This Work Letter Agreement  ("Work Letter") is executed  simultaneously
with that certain Lease (the  "Lease")  between  Morgan  Products,  Ltd.,  doing
business  in  Louisiana  as  Morgan  Distribution,  as  "Tenant",  and BR/NO LA.
Properties, LLC as "Landlord",  relating to demised premises ("Premises") at the
building commonly known as 11401 Industriplex Boulevard,  Baton Rouge, Louisiana
70809 (the  "Building"),  which Premises are more fully  identified in the Lease
and the building plans dated 8/30/96 by Tilt-Up Concrete  Construction Co. drawn
by Tina Konczol  attached as Exhibit H.  Capitalized  terms used herein,  unless
otherwise  defined  in this Work  Letter,  shall  have the  respective  meanings
ascribed to them in the Lease.

         For and in consideration of the agreement to lease the Premises and the
mutual covenants  contained herein and in the Lease,  Landlord and Tenant hereby
agree as follows:

         1. Tenant's Initial Plans; the Work. Tenant desires Landlord to perform
certain  leasehold  improvement  work in the Premises in substantial  accordance
with the  preliminary  cost estimate  dated April 23, 1997 and the plan or plans
prepared by Tilt-Up Concrete  Construction Company dated April 17, 1997 and last
revised April 23, 1997  (collectively,  the "Initial Plan"), a copy or copies of
which is/are  attached  hereto as Schedule 1. Such work, as shown in the Initial
Plan  and as more  fully  detailed  in the  Working  Drawings  (as  defined  and
described in Paragraph 2 below), shall be hereinafter referred to as the "Work".
Not later than May 15, 1997,  Tenant shall furnish to Landlord  such  additional
plans  drawings,  specifications  and finish  details as Landlord may reasonably
request to enable  Landlord's  architects  and engineers to prepare  mechanical,
electrical and plumbing plans and to prepare the Working  Drawings,  including a
final telephone layout and special electrical connection  requirements,  if any.
All plans, drawings,  specifications and other details describing the Work which
have been or are hereafter  furnished by or on behalf of Tenant shall be subject
to  Landlord's  approval,  which  Landlord  agrees  shall  not  be  unreasonably
withheld.  Landlord  shall  not be  deemed  to  have  acted  unreasonably  if it
withholds its approval of any plans,  specifications,  drawings or other details
or of any  Additional  Work  (as  defined  in  Paragraph  7 below)  because,  in
Landlord's  reasonable opinion,  the work, as described in any such item, or the
Additional  Work, as the case may be: (a) is likely to adversely affect Building
systems, the structure of the Building or the safety of the Building and/ or its
occupants;  (b) might impair Landlord's ability to furnish services to Tenant or
other  tenants in the  Building;  (c) would  increase the cost of operating  the
Building;  (d) would  violate any  governmental  laws,  rules or  ordinance  (or
interpretations  thereof);  (e) contains or uses hazardous or toxic materials or
substances; (f) would adversely affect the appearance of the Building; (g) might
adversely  affect  another  tenant's  premises;  (h) is prohibited by any ground
lease  affecting  the Building or any mortgage,  trust deed or other  instrument
encumbering the Building;  or (i) is likely to be substantially  delayed because
of  unavailability  or shortage of labor or materials  necessary to perform such
work or the difficulties or unusual nature of such work. The foregoing  reasons,
however,  shall not be the only  reasons for which  Landlord  may  withhold  its
approval,  whether or not such other  reasons are similar or  dissimilar  to the
foregoing.  Neither the  approval by Landlord of the Work or the Initial Plan or
any other plans, drawings specifications or other items associated with the Work
nor  Landlord's  performance,  supervision  or  monitoring  of  the  Work  shall
constitute  any warranty by Landlord to Tenant of the adequacy of the design for
Tenant's intended use of the Premises.

         2. Working  Drawings.  If necessary for the performance of the Work and
not included as part of the Initial Plan attached hereto, Landlord shall prepare
or cause to be prepared final working drawings and  specifications  for the Work
(the "Working  Drawings")  based on and consistent with the Initial Plan and the
other plans,  drawings,  specifications,  finish  details and other  information
furnished by Tenant to Landlord and approved by Landlord pursuant to Paragraph 1
above.  So long as the Working  Drawings are  consistent  with the Initial Plan,
Tenant shall approve the Working Drawings within three (3) days after receipt of
same from  Landlord by  initiating  and  returning to Landlord each sheet of the
Working  Drawings  or by  executing  Landlord's  approval  form  then  in.  use,
whichever method of approval Landlord may designate.

         3. Performance of the Work;  Allowance.  Except as hereinafter provided
to the contrary,  Landlord shall cause the performance of the Work using (except
as may be stated or shown otherwise in the Working  Drawings)  building standard
materials,  quantities  and  procedures  then  in  use  by  Landlord  ("Building
Standards").  Landlord  shall  pay for a  portion  of the "Cost of the Work" (as
defined  below) in an amount not to exceed  $97,152.00  (such amount being $4.30
per rentable  square foot of the Premises which is to be improved,  as described
in the Working Drawings) (the "Allowance"),  and Tenant shall pay for the entire
Cost of the Work in excess of the Allowance. Tenant shall not be entitled to any
credit,  abatement or payment from  Landlord in the event that the amount of the
Allowance  specified  above  exceeds the Cost of the Work.  For purposes of this
Agreement,  the term "Cost of the Work" shall mean and include any and all costs
and expenses of the Work, including, without limitation, the cost of the Working
Drawings and of all labor  (including  overtime) and materials  constituting the
Work.

            In addition,  Landlord  will install one edge of dock  leveler,  the
cost of which will not exceed $800.00.

         4. Payment.  Prior to  commencing  the Work,  Landlord  shall submit to
Tenant a written  statement of the total Cost of the Work (which  shall  include
the amount of any overtime projected as necessary to substantially  complete the
Work by the Commencement Date specified in the Lease) as then known by Landlord,
and such statement shall indicate the amount, if any, by which the total Cost of
the Work exceeds the Allowance (the "Excess Costs"). Tenant agrees, within three
(3) days after  submission  to it of such  statement,  to execute and deliver to
Landlord,  in the form then in use by Landlord, an authorization to proceed with
the Work,  and Tenant  shall also then pay to  Landlord  an amount  equal to the
Excess Costs.  No Work shall be commenced  until Tenant has fully  complied with
the preceding  provisions of this Paragraph 4. In the event, and each time, that
any change order by Tenant, unknown field condition, delay caused by acts beyond
Landlord's control or other event or circumstance causes the Cost of the Work to
be  increased  after the time that  Landlord  delivers  to Tenant the  aforesaid
initial  statement of the Cost of the Work,  Landlord  shall deliver to Tenant a
revised  statement  of the  total  Cost  of the  Work,  indicating  the  revised
calculation of the Excess Costs, if any. Within three (3) days after  submission
to Tenant of any such revised statement,  Tenant shall pay to Landlord an amount
equal to the Excess Costs, as shown in such revised statement,  less the amounts
previously  paid by Tenant to  Landlord  on  account of the  Excess  Costs,  and
Landlord shall not be required to proceed further with the Work until Tenant has
paid such  amount.  Delays in the  performance  of the Work  resulting  from the
failure of Tenant to comply  with the  provisions  of this  Paragraph 4 shall be
deemed to be delays caused by Tenant.


                                    EXHIBIT B
                                      - 1 -


<PAGE>


         5.  Substantial  Completion.  Landlord  shall  cause  the  Work  to  be
"substantially completed" on or before the scheduled date of commencement of the
term of the Lease as specified  in Section 1.05 of the Lease,  subject to delays
caused by  strikes,  lockouts,  boycotts or other  labor  problems,  casualties,
discontinuance  of any utility or other service  required for performance of the
Work,  unavailability  or shortages of materials or other  problems in obtaining
materials  necessary for  performance of the Work or any other matter beyond the
control of  Landlord  (or  beyond  the  control  of  Landlord's  contractors  or
subcontractors  performing  the Work) and also  subject to "Tenant  Delays"  (as
defined and  described  in Paragraph 6 of this Work  Letter).  The Work shall be
deemed to be  "substantially  completed" for all purposes under this Work Letter
and the Lease if and when Landlord's  architect issues a written  certificate to
Landlord and Tenant,  certifying that the Work has been substantially  completed
(i.e.,  completed  except  for  "punchlist"  items  listed  in such  architect's
certificate) in substantial compliance with the Working Drawings, or when Tenant
first takes occupancy of the Premises,  whichever  first occurs.  If the Work is
not deemed to be substantially  completed on or before the scheduled date of the
commencement of the term of the Lease as specified in Section 1.05 of the Lease,
(a) Landlord  agrees to use  reasonable  efforts to complete the Work as soon as
practicable thereafter, (b) the Lease shall remain in full force and effect, (c)
Landlord  shall not be deemed  to be in breach or  default  of the Lease or this
Work Letter as a result  thereof and Landlord  shall have no liability to Tenant
as a result of any delay in occupancy (whether for damages, abatement of Rent or
otherwise),  and (d) except in the event of Tenant Delays,  and  notwithstanding
anything  contained in the Lease to the contrary  the  Commencement  Date of the
Lease Term as  specified  in Section  1.05 of the Lease shall be extended to the
date  on  which  the  Work  is  deemed  to be  substantially  completed  and the
Expiration  Date of the Lease Term as  specified  in  Section  1.06 of the Lease
shall be extended by an equal number of days. At the request of either  Landlord
or Tenant in the event of such  extensions in the  commencement  and  expiration
dates of the term of the Lease, Tenant and Landlord shall execute and deliver an
amendment  to the  Lease  reflecting  such  extensions.  Landlord  agrees to use
reasonable  diligence to complete  all  punchlist  work listed in the  aforesaid
architect's certificate promptly after substantial completion.

         6.  Tenant  Delays.  There  shall  be no  extension  of  the  scheduled
commencement  or  expiration  date  of the  term  of  the  Lease  (as  otherwise
permissibly  extended  under  Paragraph  5  above)  if the  Work  has  not  been
substantially  completed on said  scheduled  commencement  date by reason of any
delay attributable to Tenant ("Tenant Delays"), including without limitation:

                  (i)   the  failure  of Tenant  to  furnish  all or any  plans,
         drawings,  specifications,  finish  details  or the  other  information
         required  under  Paragraph  1 above on or  before  the date  stated  in
         Paragraph l;

                  (ii)  the  failure of Tenant to grant  approval of the Working
         Drawings within the time required under Paragraph 2 above;

                  (iii) the failure of Tenant to comply with the requirements of
         Paragraph 4 above;

                  (iv)  Tenant's  requirements  for special  work or  materials,
         finishes,  or  installations  other  than  the  Building  Standards  or
         Tenant's requirements for special construction staging or phasing;

                  (v)   the  performance of any  Additional  Work (as defined in
         Paragraph 7 below)  requested by Tenant or the  performance of any work
         in the Premises by any person,  firm or  corporation  employed by or on
         behalf of Tenant,  or any failure to complete or delay in completion of
         such work; or

                  (vi)  any other act or omission of Tenant.

         7. Additional  Work. Upon Tenant's request and submission by Tenant (at
Tenant's  sole cost and expense) of the necessary  information  and/or plans and
specifications  for work other than the Work  described in the Working  Drawings
("Additional  Work") and the approval by Landlord of such Additional Work, which
approval  Landlord  agrees shall not be  unreasonably  withheld,  Landlord shall
perform  such  Additional  Work,  at Tenant's  sole cost and  expense,  subject,
however,  to the following  provisions of this Paragraph 7. Prior to. commencing
any  Additional  Work  requested  by Tenant,  Landlord  shall submit to Tenant a
written  statement of the cost of such Additional Work, which cost shall include
a fee  payable  to  Landlord  in the  amount  of 15% of the  total  cost of such
Additional  Work as  compensation to Landlord for monitoring the Additional Work
and for  administration,  overhead  and field  supervision  associated  with the
Additional Work and an additional charge payable to Landlord in the amount of 5%
of the total Cost of the Work as compensation for Landlord's  general conditions
(such fee and additional  charge being  hereinafter  referred to collectively as
"Landlord's Additional Compensation"),  and, concurrently with such statement of
cost,  Landlord  shall also submit to Tenant a proposed  tenant extra order (the
"TEO") for the  Additional  Work in the  standard  form then in use by Landlord.
Tenant shall  execute and deliver to Landlord such TEO and shall pay to Landlord
the  entire  cost  of  the  Additional  Work,  including  Landlord's  Additional
Compensation  (as reflected in Landlord's  statement of such cost),  within five
(5) days after  Landlord's  submission of such  statement and TEO to Tenant.  If
Tenant  fails to  execute or  deliver  such TEO or pay the  entire  cost of such
Additional  Work within such 5-day period,  then Landlord shall not be obligated
to do any of the  Additional  Work  and may  proceed  to do only  the  Work,  as
specified in the Working Drawings.

         8. Tenant Access.  Landlord,  in Landlord's  reasonable  discretion and
upon  request  by Tenant,  may grant to Tenant a license  to have  access to the
Premises prior to the date  designated in the Lease for the  commencement of the
term of the Lease to allow  Tenant to do other work  required  by Tenant to make
the Premises ready for Tenant's use and occupancy  (the "Tenant's  Pre-Occupancy
Work").  It  shall  be a  condition  to the  grant  by  Landlord  and  continued
effectiveness of such license that:

         (a) Tenant shall give to Landlord a written request to have such access
to the  Premises  not less  than five (5) days  prior to the date on which  such
access  will  commence,   which  written  request  shall  contain  or  shall  be
accompanied by each of the following items, all in form and substance reasonably
acceptable to Landlord:  (i) a detailed description of and schedule for Tenant's
Pre-Occupancy   Work;   (ii)  the  names  and  addresses  of  all   contractors,
subcontractors  and material  suppliers and all other  representatives of Tenant
who or which  will be  entering  the  Premises  on behalf  of Tenant to  perform
Tenant's  Pre-Occupancy  Work or will be supplying  materials for such work, and
the approximate number of individuals, itemized by trade, who will be present in



                                    EXHIBIT B
                                      - 2 -


<PAGE>


the Premises; (iii) copies of all contracts,  subcontracts and material purchase
orders  pertaining to Tenant's  Pre-Occupancy  Work (iv) copies of all plans and
specifications  pertaining  to Tenant's  Pre-Occupancy  Work;  (v) copies of all
licenses and permits  required in connection  with the  performance  of Tenant's
Pre-Occupancy  Work; (vi) certificates of insurance (in amounts  satisfactory to
Landlord and with the parties  identified in, or required by, the Lease named as
additional  insureds) and  instruments  of  indemnification  against all claims,
costs,  expenses,  damages and  liabilities  which may arise in connection  with
Tenant's  Pre-occupancy  Work; and (vii)  assurances of the ability of Tenant to
pay for ail of  Tenant's  Pre-occupancy  Work and/or a letter of credit or other
security deemed appropriate by Landlord securing Tenant's  lien-free  completion
of Tenant's Pre-occupancy Work.

         (b)  Such pre-term  access by Tenant and its  representatives  shall be
subject to scheduling by Landlord.

         (c)  Tenant's  employees,  agents,  contractors,   workmen,  mechanics,
suppliers and invitees  shall work in harmony and not interfere with Landlord or
Landlord's  agents  in  performing  the  Work  and  any  Additional  Work in the
Premises, Landlord's work in other premises and in common areas of the Building,
or the  general  operation  of the  Building.  If at any time  any  such  person
representing  Tenant  shall  cause or  threaten  to  cause  such  disharmony  or
interference,  including  labor  disharmony,  and  Tenant  fails to  immediately
institute and maintain  such  corrective  actions as directed by Landlord,  then
Landlord may withdraw  such license upon  twenty-four  (24) hours' prior written
notice to Tenant.

         (d) Any such entry into and  occupancy of the Premises by Tenant or any
person or  entity  working  for or on  behalf  of  Tenant  shall be deemed to be
subject to all of the terms, covenants,  conditions and provisions of the Lease,
specifically  including the provisions of Article IX thereof (regarding Tenant's
improvements  and alterations to the Premises),  and excluding only the covenant
to pay Rent.  Landlord shall not be liable for any injury,  loss or damage which
may occur to any of Tenant's Pre-occupancy Work made in or about the Premises or
to property  placed therein prior to the  commencement of the term of the Lease,
the same being at Tenant's  sole risk and  liability.  Tenant shall be liable to
Landlord  for any  damage  to the  Premises  or to any  portion  of the  Work or
Additional  Work  caused  by  Tenant  or  any  of  Tenant's  employees,  agents,
contractors, workmen or suppliers. In the event that the performance of Tenant's
Pre-occupancy  Work causes  extra costs to Landlord or requires the use of other
Building  services,  Tenant shall reimburse  Landlord for such extra cost and/or
shall pay  Landlord  for such  elevator  service or other  Building  services at
Landlord's standard rates then in effect.

         9. Lease Provisions.  The terms and provisions of the Lease, insofar as
they are  applicable  to this Work  Letter,  are hereby  incorporated  herein by
reference.  All amounts payable by Tenant to Landlord  hereunder shall be deemed
to be  additional  Rent under the Lease and,  upon any default in the payment of
same,  Landlord  shall have all of the rights and  remedies  provided for in the
Lease.

         10. Miscellaneous.

         (a) This  Work  Letter  shall be  governed  by the laws of the state in
which the Premises are located.

         (b) This Work Letter may not be amended except by a written  instrument
signed by the party or parties to be bound thereby.

         (c) Any person  signing  this Work Letter on behalf of Tenant  warrants
and  represents  he/she has  authority  to sign and deliver this Work Letter and
bind Tenant.

         (d) Notices under this Work Letter shall be given in the same manner as
under the Lease.

         (e) The headings set forth herein are for convenience only.

         (f) This Work  Letter  sets forth the entire  agreement  of Tenant and
Landlord regarding the Work.

         (g) In the event that the final working drawings and specifications are
included as part of the Initial Plan attached  hereto,  or in the event Landlord
performs  the Work  without the  necessity  of  preparing  working  drawings and
specifications,  then  whenever  the  term  "Working  Drawings"  is used in this
Agreement,  such  term  shall be  deemed  to refer to the  Initial  Plan and all
supplemental plans and specifications approved by Landlord.

         11.  Exculpation of Landlord and Sealy. Notwithstanding anything to the
contrary contained in this Work Letter, it is expressly understood and agreed by
and between the parties hereto that:

         (a) The  recourse  of  Tenant  or its  successors  or  assigns  against
Landlord with respect to the alleged breach by or on the part of Landlord of any
representation,  warranty, covenant,  undertaking or agreement contained in this
Work Letter  (collectively,  "Landlord's Work Letter Undertakings") shall extend
only to  Landlord's  interest in the real estate of which the  Premises  demised
under the Lease are a part  (hereinafter,  "Landlord's  Real Estate") and not to
any other assets of Landlord or its beneficiaries; and

         (b) Except to the extent of  Landlord's  interest  in  Landlord's  Real
Estate,  no  personal  liability  or  personal  responsibility  of any sort with
respect to any of  Landlord's  Work Letter  Undertakings  or any alleged  breach
thereof is assumed by, or shall at any time be asserted or enforceable  against,
Landlord,  its beneficiaries,  the Sealy Companies or Sealy & Company,  Inc.; or
against  any  of  their  respective  directors,   officers,  employees,  agents,
constituent partners, beneficiaries, trustees or representatives.


                                    EXHIBIT B
                                      - 3 -


<PAGE>


IN WITNESS WHEREOF,  this Work Letter Agreement is executed as of the 7th day of
May, 1997.




TENANT:                                     LANDLORD:

MORGAN PRODUCTS, LTD.
doing business in Louisiana as
MORGAN DISTRIBUTION                         BR/NO LA. PROPERTIES, LLC


By:      _________________________          By:      SPM Industrial, LLC

Its:     _________________________          Its:     Administrative Member


                                            ______________________________
                                            Mark P. Sealy
                                            Member


                                    EXHIBIT B
                                      - 4 -


<PAGE>


                                   SCHEDULE I

                     COPIES OF INITIAL PLAN & COST ESTIMATE









                       [Diagram of floor plan of premises]




                                    EXHIBIT B
                                      - 5 -


<PAGE>


                                    EXHIBIT C


                           SUITE ACCEPTANCE AGREEMENT




DATE: ___________________

Building Name/Address:                      ______________________________
                                            ______________________________
                                            ______________________________


Tenant Name:                                ______________________________
Suite #:                                    _________________

Management's Tenant Contact:______________ Phone #:______________

To Whom It May Concern:

As a  representative  of the  above  referenced  tenant,  I/we  have  physically
inspected    the    suite    noted    above    and   its    improvements    with
______________________,  a representative  of Sealy & Company,  Inc. I/we accept
the suite  improvements as to compliance with all the requirements  indicated in
our lease, also including the following verified information below:

Lease Commencement Date:____________    Occupancy Date:____________

Lease Rent Start Date*: ____________    Actual Rent Start*_________

Lease Expiration Date:  ____________    Actual Expiration Date:____

Date Keys Delivered:    ____________

Items requiring attention:_______________________________________

______________________________________________________________________

*If these dates are not the same, attach documentation.

Very truly yours,


By:________________________________

Its:_______________________________              Distribution
                                                        Tenant
Date:______________________________              Tenant Lease File


<PAGE>


                                    EXHIBIT D

                                Tenant Operations
                                  Inquiry Form


<PAGE>


                             SCHEDULE 1 TO EXHIBIT D

                               List of Permissible
                       Hazardous Materials and Quantities




Exterior Grille Primer                                10 Bottles
Vinyl to Vinyl Adhesive                               20 Tubes
Silicone Sealant                                         20 Tubes
White Glue                                               10 One Gallon Bottles
White Aerosol Paint                                      24 Cans


<PAGE>


                                    EXHIBIT E

                               Additional Insureds



Additional  insureds  pursuant to the requirements  outlined in Article X of the
Lease:

BR/NO LA. Properties,  LLC, all successors thereof and beneficiaries thereunder:
Sealy & Company, Inc.; and their respective agents and employees

The Insurance Certificate should be sent to:

                                            Sealy & Company, Inc.
                                            110 James Drive West
                                            Suite 218
                                            St. Rose, Louisiana 70087

                                            Attention: Property Manager


<PAGE>


                                    EXHIBIT F

                              Rules and Regulations

         1. Tenant, its officers, agents, servants and employees shall not block
or obstruct any of the entries,  passages,  doors,  hallways or stairways of the
Building  or garage,  or place,  empty or throw any  rubbish,  litter,  trash or
material of any nature  into such areas,  or permit such areas to be used at any
time except for ingress or egress of Tenant,  its  officers,  agents,  servants,
employees, patrons, licensees, customers, visitors or invitees.

         2. The  movement of  furniture,  equipment,  machines,  merchandise  or
materials  within,  into  or out  of the  Premises  or the  Building  not in the
ordinary course of Tenant's business as permitted herein, shall be restricted to
time, method and routing of movement as determined by Landlord upon request from
Tenant and Tenant shall assume all liability and risk to property,  the Premises
and the  Building  in such  movement.  The  movement  of  furniture,  equipment,
machines,  merchandise or materials  within,  into or out of the Premises in the
ordinary  course of Tenant's  permitted  business shall also be at Tenant's sole
risk and responsibility and shall be conducted in such a fashion as not to cause
damage or injury to the Premises or the Building or to disturb  other  occupants
thereof. Tenant shall not move furniture,  machines,  equipment,  merchandise or
materials  within,  into  or out  of the  Premises  or the  Building  not in the
ordinary course of Tenant's  permitted  business without having first obtained a
written permit from Landlord twenty-four (24) hours in advance.  Safes and other
heavy  fixtures,  equipment or machines  intended to be kept  permanently in the
Premises  shall be moved into the Premises or the Building only with  Landlord's
written consent and placed where directed by Landlord.

         3.  Landlord  will  not be  responsible  for  lost or  stolen  personal
property, equipment, money or any article taken from Premises, regardless of how
or when loss occurs.

         4. Tenant,  its  officers,  agents,  servants and  employees  shall not
install or operate any refrigerating,  heating or air conditioning  apparatus or
carry on any  mechanical  operation or bring into the  Premises any  inflammable
fluids or explosives without written permission of Landlord.

         5. Tenant,  its officers,  agents,  servants or employees shall not use
the  Premises for  housing,  lodging or sleeping  purposes or for the cooking or
preparation of food without written  permission of Landlord (the  preparation of
coffee, tea, or the like is specifically excluded from this limitation).

         6.  Tenant,  its  officers,  agents,  servants,   employees,   patrons,
licensees,  customers, visitors or invitees shall not bring into the Premises or
keep on Premises any fish,  fowl,  reptile,  insect or animal  without the prior
written consent of the Landlord.

         7. No  additional  locks  shall be placed  on any door in the  Building
without the prior written consent of Landlord. Landlord will furnish two keys to
each lock on doors in the Premises and Landlord,  upon request of Tenant,  shall
provide additional duplicate keys at Tenant's expense. Landlord may at all times
keep a pass key to the Premises. All keys shall be returned to Landlord promptly
upon termination of this Lease.

         8. Tenant,  its  officers,  agents,  servants or employees  shall do no
painting or decorating in the Premises;  or mark, paint or cut into, drive nails
or screw  into nor in any way deface any part of the  Premises  or the  Building
without  the prior  written  consent  of  Landlord.  If Tenant  desires  signal,
communication,  alarm  or other  utility  or  service  connection  installed  or
changed,  such work shall be done at expense of Tenant,  with the  approval  and
under the direction of Landlord.

         9. Tenant,  its  officers,  agents,  servants and  employees  shall not
permit the  operation of any musical or  sound-producing  instruments  or device
which may be heard outside the Premises,  or which may emanate  electrical waves
or x-rays or other emissions which will impair radio or television  broadcasting
or reception from or in the Building,  or be hazardous to health,  well-being or
condition of persons or property.

         10. Tenant, its officers,  agents, servants and employees shall, before
leaving  the  Premises  unattended,  close  and lock all  doors and shut off all
lights, business equipment and machinery. Damage resulting from failure to do so
shall be paid by Tenant. Each Tenant, before closing for the day and leaving the
Premises, shall see that all doors are locked.

         11. All plate and other glass now in the Premises or Building  which is
broken through cause  attributable to Tenant,  its officers,  agents,  servants,
employees, patrons, licensees, customers, visitors or invitees shall be replaced
by and at expense of Tenant under the direction of Landlord.

         12.  Tenant shall give  Landlord  prompt  notice of all accidents to or
defects in air conditioning equipment, plumbing, electric facilities or any part
of appurtenance of the Premises.

         13. The  plumbing  facilities  shall not be used for any other  purpose
than that for which they are constructed,  and no foreign  substance of any kind
shall be thrown  therein,  and the expense of any  breakage,  stoppage or damage
resulting  from a  violation  of this  provision  shall be borne by Tenant,  who
shall, or whose  officers,  employees,  agents,  servants,  patrons,  customers,
licensees,  visitors or invitees  shall,  have caused it.  Landlord shall not be
responsible for any damage due to stoppage,  backup or overflow of the drains or
other plumbing fixtures.

         14.  All  contractors  and/or  technicians  performing  work for Tenant
within the Premises, Building or garage facilities shall be referred to Landlord
for  approval  before  performing  such  work.  This  shall  apply  to all  work
including, but not limited to, installation of telephones,  telegraph equipment,
electrical  devices and attachments,  and all  installations  affecting  floors,
walls, windows, doors, ceilings,  equipment or any other physical feature of the
Building, the Premises or garage facilities.  None of this work shall be done by
Tenant without Landlord's prior written approval.


<PAGE>


         15.  No showcases or other articles shall be put in front of or affixed
to any part of the exterior of the Building,  without the prior written  consent
of Landlord.

         16. Neither Tenant nor any officer,  agent employee,  servant,  patron,
customer,  visitor,  licensee or invitee of any Tenant shall go upon the roof of
the Building, without the written consent of the Landlord.

         17.  In the event Tenant must dispose of crates, boxes, etc. which will
not fit into  wastepaper  baskets,  it will be the  responsibility  of Tenant to
dispose of same properly.

         18.  If the Premises shall become  infested  with vermin,  roaches,  or
other undesirable  creatures,  Tenant at its sole cost and expense,  shall cause
the Premises to be professionally  treated from time to time to the satisfaction
of Landlord  and shall  employ such  exterminators  for this purpose as shall be
approved by Landlord.

         19.  Tenant  shall not install any  antenna or aerial  wires,  radio or
television  equipment  of any other type of  equipment  inside or outside of the
Building  without  Landlord's  prior approval in writing and upon such terms and
conditions as may be specified by Landlord in each and every instance.

         20.  Tenant  shall  not make or  permit  any use of the  Premises,  the
Building or garage  facilities  which,  directly or indirectly,  is forbidden by
law, ordinance or governmental or municipal  regulation,  code or order or which
may be disreputable or dangerous to life, limb or property.

         21. Tenant shall not  advertise the business,  profession or activities
of Tenant  in any  manner  which  violates  the  letter or spirit of any code of
ethics adopted by any recognized association or organization pertaining thereto,
use the name of the  Building  for any purpose  other than that of the  business
address of Tenant or use any picture or likeness of the  Building or the complex
name  in  any  letterheads,   envelopes,  circulars,  notices,   advertisements,
containers or wrapping material without Landlord's express consent in writing.

         22. Tenant shall not conduct its business  and/or control its officers,
agents, employees,  servants, patrons, customers, licensees and visitors in such
a manner as to create any nuisance or interfere with, annoy or disturb any other
tenant or Landlord in its operation of the Building or commit waste or suffer or
permit waste to be committed in Premises.

         23. The Tenant shall not install in the Premises  any  equipment  which
uses a substantial amount of electricity  without the advance written consent of
the Landlord. The Tenant shall ascertain from the Landlord the maximum amount of
electrical current which can safely be used in the Premises, taking into account
the  capacity of the  electric  wiring in the  Building and the Premises and the
needs of other  tenants in the  Building  and the complex and shall not use more
than such safe capacity.  The Landlord's consent to the installation of electric
equipment  shall not  relieve  the Tenant  from the  obligation  not to use more
electricity than such safe capacity.

         24.  The Tenant,  without the prior written consent of Landlord,  shall
not lay linoleum or other similar floor covering within the Premises.

         25.  No outside storage of any material,  pallets,  disabled  vehicles,
etc., will be permitted  including but not limited to trash,  except in approved
containers.

         26. Tenant shall not allow a fire or bankruptcy  sale or any auction to
be held on the  Premises,  or allow the  Premises  to be used for the storage of
merchandise held for sale to the general public.

         27.  Canvasing,  soliciting,  distribution  of  hand-bills or any other
written  material  peddling in the Building and the complex are prohibited,  and
each Tenant shall cooperate to prevent the same.

         28. Tenant agrees to park in only those  parking  stalls  designated as
tenant parking.  Tenant shall hold Landlord harmless for the removal and charges
related  thereto when Tenant,  or its  employees,  park in space  designated  as
visitor, handicapped parking, red or yellow curb areas. Tenant shall not park or
allow to be kept any vehicle on the Premises, either company or personnel, which
is not being used on a daily basis.

         29. Tenant shall not maintain  armed  security in or about the Premises
nor possess any weapons, explosives,  combustibles or other hazardous devises in
or about the Building and/or Premises.

         30.  Landlord may waive any one more of these Rules and Regulations for
the  benefit  of any  particular  tenant  or  landlords,  but no such  waiver by
Landlord  shall be construed as a waiver of such Rules and  Regulations if favor
of any other tenant or landlords, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the tenants of the complex.

         31.  These Rules and  Regulations  are in addition to, and shall not be
construed  to in any way  modify  or  amend,  in whole or in  part,  the  terms,
covenants, agreements and conditions of any Lease on premises in the complex.


<PAGE>


                                    EXHIBIT G
                                PERSONAL GUARANTY

                     [THIS PAGE WAS INTENTIONALLY OMITTED.]


<PAGE>