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                                                                   EXHIBIT 10.68

                                      LEASE
                              TERMS AND DEFINITIONS


EFFECTIVE DATE:   January 1, 1998

LANDLORD:         Steven Jones

LANDLORD'S MAILING ADDRESS:

                  Steven Jones
                  2303 E. Taylor's Valley Road
                  Belton, TX  76513
                  Bell County

TENANT:           Belco Manufacturing Company, Inc.

TENANT'S MAILING ADDRESS:

                  Belco Manufacturing Company, Inc.
                  P.O. Box 210
                  Belton, TX  76513
                  Bell County

PREMISES:         8.71 acres in the O.T. Tyler Survey in Bell County, Texas,
described on the certificate of Duncan Watwood, Jr., Registered Professional
Engineer dated July 6, 1978, which certificate is attached hereto as Exhibit "A"
and made a part hereof for all purposes

BASE RENT (MONTHLY):       $17,400.00

TERM (MONTHS):             One Hundred twenty (120) months

COMMENCEMENT DATE:         January 1, 1998

TERMINATION DATE:          December 31, 2008

USE:                       Manufacturing facility

AMOUNT OF LIABILITY INSURANCE:

         Death/Bodily Injury:               $1,000,000.00
         Property:                          $250,000.00

GUARANTORS:                         NONE

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"RENT" means base rent plus any other sums of money due Landlord by Tenant.

"LANDLORD" means Landlord and its agents, employees, invitees, licensees, or
visitors.

"TENANT" means Tenant and its agents, employees, invitees, licensees, or
visitors.

"ESSENTIAL SERVICES" means heating, ventilating, air conditioning, water, and
utility connections reasonably necessary for occupancy of the premises for the
use stated above.


                           LEASE CLAUSES AND COVENANTS


A.       TENANT AGREES TO--

         1.  Lease the premises for the entire term beginning on the
         commencement date and ending on the termination date.

         2.  Accept the premises in their present condition "as IS," the
         premises being currently suitable for Tenant's intended use.

         3.  Obey all laws, ordinances, orders, and rules and regulations
         applicable to the use, condition, and occupancy of the premises,
         including the rules and regulations of the building adopted by
         Landlord.

         4.  Pay monthly, in advance, on the first day of the month, the base
         rent to Landlord at Landlord's address.

         5.  Pay, as additional rent, all other sums due under this lease.

         6.  Pay a late charge of five (5%) percent of any rent not received by
         Landlord by the tenth day of the month in which the rent is due.

         7.  Pay for all utility services used by Tenant and not provided by
         Landlord.

         8.  Allow Landlord to enter the premises to perform Landlord's
         obligations, inspect the premises, and show the premises to prospective
         purchasers or tenants.

         9.  Repair, replace, and maintain any and all parts (including the
         roof, foundation, parking and common areas, exterior walls, doors,
         corridors, windows and other structures or equipment serving the
         premises) of the premises.

         10. Repair any damage to the premises.

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         11. Submit in writing to Landlord any request for repairs, replacement,
         and maintenance that are the obligations of Landlord.

         12. Maintain public liability insurance for the premises and the
         conduct of Tenant's business, naming Landlord as an additional insured,
         in the amounts stated in the basic lease terms and definitions.

         13. Maintain insurance on Tenant's personal property.

         14. Deliver certificates of insurance to Landlord before the
         commencement date and thereafter when requested.

         15. Indemnify, defend, and hold Landlord harmless from any loss,
         attorney's fees, expenses, or claims arising out of use of the
         premises.

         16. Deliver to Landlord a financing statement perfecting the security
         interest.

         17. Vacate the premises on termination of this lease.


B.       TENANT AGREES NOT TO--

         1.  Use the premises for any purpose other than that stated in the
         basic lease terms and definitions.

         2.  (a) Create a nuisance, (b) permit any waste, or (c) use the
         premises in any way that is extra hazardous, would increase insurance
         premiums, or would void insurance on the building.

         3.  Change Landlord's lock system.

         4.  Alter the premises.

         5.  Allow a lien to be placed on the premises.

         6.  Assign this lease or sublease any portion of the premises without
         Landlord's written consent.


C.       LANDLORD AGREES TO--

         1.  Lease to Tenant the premises for the entire term beginning on the
         commencement date and ending on the termination date.

         2.  Obey all laws, ordinances, orders, and rules and regulations
         applicable to


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         the use, condition, and occupancy of the building.

         3. Insure the building against all risks of direct physical loss in an
         amount equal to at least 90 percent of the full replacement cost of the
         building as of the date of the loss and liability; Tenant will have no
         claim to any proceeds of Landlord's insurance policy.

D.       LANDLORD AGREES NOT TO--

         1. Interfere with Tenant's possession of the premises as long as Tenant
         is not in default.

         2. Unreasonably withhold consent to proposed assignment or sublease.

E. LANDLORD AND TENANT AGREE TO THE FOLLOWING:

         1. ALTERATIONS. Any physical additions or improvements to the premises
         made by Tenant will become the property of Landlord. Landlord may
         require that Tenant, at termination of this lease and at Tenant's
         expense, remove any physical additions and improvements, repair any
         alterations, and restore the premises to the condition existing at the
         commencement date, normal wear excepted.

         2. ABATEMENT. Tenant's covenant to pay rent and Landlord's covenants
         are independent of each other. Except as otherwise provided, Tenant
         shall not be entitled to abate rent for any reason.

         3. RELEASE OF CLAIMS/SUBROGATION. Landlord and Tenant release each
         other from any claim, by subrogation or otherwise, for any damage to
         the premises, the building, or personal property within the building,
         by reason of fire or the elements, regardless of cause, including
         negligence of Landlord or Tenant. This release applies only to the
         extent that it is permitted by law, the damage is covered by insurance
         proceeds, and the release does not adversely affect any insurance
         coverage.

         4. NOTICE TO INSURANCE COMPANIES. Landlord and Tenant will notify the
         issuing insurance companies of the release set forth in the preceding
         paragraph and will have the insurance policies endorsed, if necessary,
         to prevent invalidation of the insurance coverage.

         5. CASUALTY/TOTAL OR PARTIAL DESTRUCTION. (a) If the premises are
         damaged by casualty and can be restored within ninety days, Landlord
         will, at its expense, restore the premises to substantially the same
         condition as they existed before the casualty. If Landlord fails to
         complete restoration within ninety days from the date of written
         notification by Tenant to Landlord of the casualty, Tenant

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         may terminate his lease by written notice to Landlord. (b) If the
         premises cannot be restored within ninety days, Landlord has an option
         to restore or not to restore the premises. If Landlord chooses not to
         restore, this lease will terminate. If Landlord chooses to restore, it
         will notify Tenant of the estimated time to restore and give Tenant an
         option to terminate this lease by notifying Landlord within ten days.
         If Tenant does not terminate this lease, it shall continue and Landlord
         shall restore the premises as provided in (a) above. (c) To the extent
         the premises are untenantable after the casualty and the damage was not
         caused by Tenant, the rent will be adjusted as may be fair and
         reasonable.

         6. CONDEMNATION/SUBSTANTIAL OR PARTIAL TAKING. (a) If the premises
         cannot be used for the purposes contemplated by this lease because of
         condemnation or purchase in lieu of condemnation, this lease will
         terminate. (b) If there is a condemnation or purchase in lieu of
         condemnation and this lease is not terminated, Landlord will, at
         Landlord's expense, restore the premises, and the rent payable during
         the unexpired portion of the term will be adjusted as may be fair and
         reasonable. (c) Tenant will have no claim to the condemnation award or
         proceeds in lieu of condemnation.

         7. UNIFORM COMMERCIAL CODE. Tenant grants Landlord a security interest
         in Tenant's personal property now or subsequently located on the
         premises. This lease is a security agreement under the Uniform
         Commercial Code. Landlord may file a copy of this lease as a financing
         statement.

         8. DEFAULT BY LANDLORD/EVENTS. Defaults by Landlord are (a) failing to
         comply with any provision of this lease within thirty days after
         written notice or (b) failing to provide essential services to Tenant
         within ten days after written notice.

         9. DEFAULT BY LANDLORD/TENANT'S REMEDIES. Tenant's remedies for
         Landlord's default are to (a) sue for damages, and (b) if Landlord does
         not provide an essential service for thirty days after default,
         terminate this lease.

         10. DEFAULT BY TENANT/EVENTS. Defaults by Tenant are (a) failing to pay
         timely rent, (b) abandoning or vacating a substantial portion of the
         premises, or (c) failing to comply within then days after written
         notice with any provision of this lease other than the defaults set
         forth in (a) and (b) above.

         11. DEFAULT BY TENANT/LANDLORD'S REMEDIES. Landlord's remedies for
         Tenant's default are to (a) enter and take possession of the premises,
         after which Landlord may relet the premises on behalf of Tenant and
         receive the rent directly by reason of the reletting, and Tenant agrees
         to reimburse Landlord for any expenditures made in order to relet; (b)
         enter the premises and perform Tenant's obligations; or (c) terminate
         this lease by written notice and sue for damages. Landlord may enter
         and take possession of the premises by self-help, by picking or
         changing locks if necessary, and may lock out Tenant or any other
         person who may be occupying the premises, until the default is cured,
         without being liable for damages.

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         12. DEFAULT/WAIVER/MITIGATION. It is not a waiver of default if the
         nondefaulting party fails to declare immediately a default or delays in
         taking any action. Pursuit of any remedies set forth in this lease does
         not preclude pursuit of other remedies in this lease or provided by
         law. Landlord and Tenant have a duty to mitigate damages.

         13. HOLDOVER. If Tenant does not vacate the premises following
         termination of this lease, Tenant shall be a tenant at will and shall
         vacate the premises on receipt of notice from Landlord. No holding over
         by Tenant, whether with or without the consent of Landlord, will extend
         the term.

         14. ALTERNATIVE DISPUTE RESOLUTION. Landlord and Tenant shall submit in
         good faith to mediation before filing a suit for damages.

         15. ATTORNEY'S FEES. If either party retains an attorney to enforce
         this lease, the prevailing party is entitled to recover reasonable
         attorney's fees.

         16. VENUE. Venue is in the county in which the premises are located.

         17. ENTIRE AGREEMENT. This lease, together with the attached exhibits
         and riders, is the entire agreement of the parties, and there are no
         oral representations, warranties, agreements, or promises pertaining to
         this lease or to the expressly mentioned exhibits and riders not
         incorporated in writing in this lease.

         18. AMENDMENT OF LEASE. This lease may be amended only by an instrument
         in writing signed by Landlord and Tenant.

         19. LIMITATION OF WARRANTIES. There are no implied warranties of
         merchantability, of fitness for a particular purpose, or of any other
         kind arising out of this lease, and there are no warranties that extend
         beyond those expressly stated in this lease.

         20. NOTICES. Any notice required by this lease shall be deemed to be
         delivered (whether or not actually received) when deposited with the
         United States Postal Service, postage prepaid, certified mail, return
         receipt requested, and addressed to Landlord or Tenant at their
         addresses.

         21. ABANDONED PROPERTY. Landlord may retain, destroy, or dispose of any
         property left on the premises at the end of the term.

                                    LANDLORD
                                    Steven Jones
                                    TENANT
                                    Belco Manufacturing, Inc.
                                    Steven Jones, President
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                                    EXHIBIT A


FIELD NOTES for a tract of land out of and a part of the O.T. Tyler Survey,
Abstract #20, Bell County, Texas, and the land herein described being a part of
that certain 193 acre tract conveyed to George T. Hubbard, et al, by deed
recorded in Volume 1339, Page 1, Bell County Deed Records.

BEGINNING at the intersection of the south right-of-way of P.M. Road #93 with
the east line of a Texas Rockwool Corporation tract described in a deed recorded
in Volume 723, Page 188, Bell County Deed Records, a fence post for the
northwest corner of this.

THENCE S. 68(Degree) 43' 53" E., 195.55 feet and S. 68(Degree) O2' 24" E.,
999.44 fest with the said right-of-way to an iron rod at a corner post for the
northeast corner of this.

THENCE S. 36(Degree) 03' 59" W., 185.0 feet and S. 41(Degree) 26' 10" W.,
300.22 feet with a fence to an iron rod at a corner post for the southeast
corner of this.

THENCE with a fence, N. 53(Degree) 16' 29" W., 366.74 feet, N. 54(Degree) 03'
51" W., 466.50 feet, and N. 57(Degree) 12' 25" W., 230.14 feet to a corner post
in the east line of the said Rockwool tract for the southwest corner of this.

THENCE with the said east line, N. 17(Degree) 30' 00" E., 211.36 feet to the
place of beginning, containing 8.717 acres of land.

                                    ********

STATE OF TEXAS
COUNTY OF BELL

KNOW ALL MEN BY THESE PRESENTS, that I Duncan Watwood, Jr., Registered
Professional Engineer, do hereby certify that I did cause to be surveyed on the
ground the above described tract of land and to the best of my knowledge and
belief the said description is true and correct.

IN WITNESS THEREOF, my hand and seal, this the 6th day of July A.D. 1978

DUNCAN WATWOOD, JR.
(SEAL)