EXHIBIT 10(g)
                      DOUGLAS-GUARDIAN SERVICES CORPORATION

                           INVENTORY CONTROL AGREEMENT

This Agreement, made this 9th.day of August 2001, by and among DOUGLAS-GUARDIAN
SERVICES CORPORATION, a Louisiana corporation, having a mailing address at 1880
South Dairy Ashford, Suite 220, Houston, Texas 77077, hereinafter called
"Douglas", and UNIVERSAL SUPPLY GROUP, INC having a mailing address at 275
Wagaraw Road, Hawthorne, New Jersey 07506 hereinafter called the "Distributor",
and GMC Sales Corp. having a mailing address at 2550 North Loop West, Suite 400,
Houston, TX 77092, hereinafter called "Holder".

                                   WITNESSETH:

Upon the terms and conditions hereinafter set forth for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Holder hereby employs Douglas to perform the services set forth herein, Douglas
hereby accepts said employment subject to the terms and provisions hereof and
the Distributor hereby agrees to certain matters in connection with such
employment.

1.    The Distributor, Holder and Douglas agree:

(a)  Douglas shall perform the inventory control services set forth on EXHIBIT A
     hereto. In connection with Douglas' performance of its services,
     Distributor shall provide to or, at Douglas' option lease to, or cause to
     be provided to or leased to Douglas, upon terms reasonably imposed by
     Douglas, adequate storage space for the storage of the Collateral (as
     defined below). Said storage space shall be so located and constructed as
     to assure the proper storing and safety of such Collateral. Douglas shall
     provide an employee of Douglas (which may be a person formerly employed by
     the Distributor, with the consent and cooperation of the Distributor) to
     assist in the operation of the storage space. Such employee shall take
     instructions only from Douglas in regard to the receipt, storage and
     delivery of the Collateral. To the extent such Employee works only
     part-time for Douglas and also works for Distributor, Distributor shall
     indemnify and hold Douglas harmless from any and all losses, costs,
     liabilities and claims relating to such employee arising out of the
     employment by Distributor of such employee.

     (b)  All air conditioning and heating products (excluding parts)
          manufactured or sold by Holder constitute the items of inventory as to
          which Douglas will provide services hereunder ("Collateral").

     (c)  The Collateral shall be held by Douglas and released or delivered to
          the Distributor only in accordance with the instructions of Holder or
          Douglas acting on authority of Holder.

(d)   Douglas shall be under no obligation to accept for storage any goods or
      merchandise other than the Collateral specified herein. In the event
      Douglas shall accept other goods or merchandise, such storage shall be as
      a convenience to Distributor and solely at Distributor's risk, and
      Distributor hereby agrees to indemnify and hold harmless Douglas against
      all damage, risk, claim and expense which Douglas may incur or be subject
      to by reason of permitting such storage, including claims made against
      said goods by third parties.

(e)   Distributor shall have and maintain in effect an insurance policy
      underwritten by reputable insurer(s) in an amount specified by Holder and
      satisfactory to Douglas, insuring the Collateral against fire, flood,
      theft, robbery, public liability, employee dishonesty and other special
      risks, and shall have Holder and Douglas named as co-insureds and loss
      payees on such policies, and shall obtain from the insurer(s) a waiver of
      subrogation rights as against Holder and Douglas under all insurance
      policies.

(f)   Distributor shall promptly pay to Douglas for the services rendered
      hereunder and for the expenses of Douglas' field employees, the charges,
      costs and expenses set forth in the Supplemental Billing Agreement between
      Douglas and Distributor, a copy of which is attached hereto as EXHIBIT B.


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(g)   As security for all charges, costs and expenses earned or incurred by
      Douglas hereunder or under the Supplemental Billing Agreement, Douglas
      shall have and is hereby granted a continuing lien on all Collateral,
      which lien shall be subordinate to any lien of Holder thereon.

     (h)  The Distributor shall furnish to Douglas: (x) within ninety (90) days
          after Distributor's fiscal year end, complete annual financial
          statements prepared in accordance with general accepted accounting
          principals, including balance sheet, income statement and related
          notes which the Distributor warrants to be correct and to reflect
          accurately the true financial condition of the Distributor; (y) within
          sixty (60) days after each three month period (except the last three
          month period in each fiscal year), complete financial statements
          including balance sheet, income statement and related notes which the
          Distributor warrants to be correct and to reflect accurately the true
          financial condition of the Distributor; and (z) a copy of any audit of
          the Distributor's business by a certified public accountant upon
          completion thereof.

(i)   Douglas is authorized by Distributor to disclose to Holder any information
      in its possession relating to Distributor's financial condition or
      business if Douglas, in its sole discretion, believes that Holder should
      know such information in connection with its business dealings with
      Distributor.

     (j)  Distributor shall make available to Douglas and its employees any and
          all of its records which Douglas reasonably deems necessary to examine
          in the course of the performance of its duties hereunder. Douglas
          shall have the right to take possession of such records and related
          documents in order to make copies thereof. Douglas may exercise this
          right without notification to or permission of Distributor. The
          Distributor shall allow Douglas unrestricted access to the
          Distributor's premises during the term of this Agreement and shall
          cooperate fully with Douglas in the performance of Douglas' duties
          hereunder.

(k)   DISTRIBUTOR WAIVES ALL COST, LOSS, EXPENSE (INCLUDING, WITHOUT LIMIT
      ATTORNEYS' FEES), LIABILITY OR CLAIM AS AGAINST DOUGLAS, ITS OFFICERS,
      DIRECTORS, AGENTS AND EMPLOYEES WHETHER KNOWN OR UNKNOWN, ACCRUED OR
      CONTINGENT (COLLECTIVELY, "CLAIMS"), IN CONNECTION WITH THE PERFORMANCE BY
      DOUGLAS OF ITS SERVICES HEREUNDER. DISTRIBUTOR FURTHER AGREES TO DEFEND,
      INDEMNIFY AND HOLD DOUGLAS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
      AND INSURERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS MADE BY PERSONS
      OR ENTITIES RESULTING DIRECTLY OR INDIRECTLY FROM ANY ACTS OR OMISSIONS OF
      DISTRIBUTOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WHETHER
      SUCH ACTS MAY BE CONSUMMATED DIRECTLY OR IN CONNIVANCE WITH OTHERS.

(l)   DISTRIBUTOR ACKNOWLEDGES AND AGREES THAT DOUGLAS SHALL HAVE NO LIABILITY
      FOR ANY COST, LOSS, EXPENSE (INCLUDING, WITHOUT LIMIT, ATTORNEYS' FEES)
      LIABILITY OR CLAIM ARISING DIRECTLY OR INDIRECTLY FROM THIS AGREEMENT OR
      THE PROVISION OF OR FAILURE TO PROVIDE ADEQUATE SERVICES HEREUNDER EXCEPT
      TO THE EXTENT (AND ONLY THE EXTENT) THAT SUCH CLAIMS ARISE SOLELY FROM THE
      GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DOUGLAS. DISTRIBUTOR SHALL
      INDEMNIFY AND HOLD HARMLESS DOUGLAS AGAINST ANY CLAIMS, EXCEPT TO THE
      EXTENT SUCH CLAIMS ARE SOLELY THE RESULT OF DOUGLAS' GROSS NEGLIGENCE OR
      WILLFUL MISCONDUCT. DISTRIBUTOR ACKNOWLEDGES THAT THIS INDEMNITY MAY
      RESULT IN INDEMNIFICATION FOR DOUGLAS' OWN NEGLIGENCE.


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(m)   HOLDER ACKNOWLEDGES AND AGREES THAT DOUGLAS SHALL HAVE NO LIABILITY FOR
      ANY COST, LOSS, EXPENSE (INCLUDING, WITHOUT LIMIT, ATTORNEYS' FEES),
      LIABILITY OR CLAIM (COLLECTIVELY "CLAIMS") ARISING DIRECTLY OR INDIRECTLY
      FROM THIS AGREEMENT OR THE PROVISION OF OR FAILURE TO PROVIDE ADEQUATE
      SERVICES HEREUNDER, EXCEPT TO THE EXTENT (AND ONLY THE EXTENT) THAT SUCH
      CLAIMS ARISE SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF DOUGLAS.
      HOLDER SHALL INDEMNIFY AND HOLD HARMLESS DOUGLAS, ITS OFFICERS, DIRECTORS,
      AGENTS AND EMPLOYEES AGAINST ANY CLAIMS, EXCEPT TO THE EXTENT SUCH CLAIMS
      ARE SOLELY THE RESULT OF DOUGLAS' NEGLIGENCE OR WILLFUL MISCONDUCT.

(n)   IN THE EVENT DOUGLAS IS FOUND LIABLE FOR ANY COST, LOSS, DAMAGE OR EXPENSE
      ON ANY CLAIM, DOUGLAS SHALL NOT BE HELD LIABLE FOR ANY AMOUNTS IN EXCESS
      OF THE LESSER OF (i) $1,,000,000.00 (DOLLARS), (ii) THE DIFFERENCE, IF
      ANY, BETWEEN (x) THE LESSER OF THE ACTUAL DISTRIBUTOR COST OF THE
      COLLATERAL, AND (y) THE AMOUNTS RECOVERED UNDER PARAGRAPH 2(d) BELOW; OR
      (iii) THE AMOUNT RECOVERABLE PURSUANT TO ANY APPLICABLE INSURANCE COVERAGE
      MAINTAINED BY DOUGLAS. IN NO EVENT SHALL DOUGLAS BE HELD LIABLE IN
      CONTRACT OR TORT FOR ANY PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES.

2.    Holder agrees:

(a)   Holder shall furnish written instructions to Douglas and Distributor
      setting forth the conditions under which Douglas may authorize the release
      of Collateral for each Distributor, which will be effective only after
      receipt of such instructions has been acknowledged in writing by the
      President or a Vice President of Douglas.

(b)   Holder shall pay Douglas' charges, fees, and expenses billed hereunder in
      the event a Distributor does not.

(c)   Holder shall promptly disclose to Douglas any material adverse changes or
      deterioration in a Distributor's financial condition known to Holder.

(d)   Holder shall utilize reasonable efforts to pursue to judgment and to
      satisfy all rights and remedies against any Distributor, and all other
      direct obligors, indemnitors, guarantors and insurers and all Collateral
      securing its advances or payments before making or prosecuting any claim
      against Douglas based upon any alleged failure of Douglas, its officers,
      directors, employees or agents.

3.    Additional Limitations of Liability

(a)   Unless otherwise specifically agreed in writing, Douglas shall have no
      responsibility for (i) the contents of boxes, packages or other sealed or
      stacked containers which may be improperly marked, nor for the grade,
      quality, title, care or condition of the Collateral and Douglas' personnel
      shall be entitled to rely exclusively on Distributor's representations
      with respect thereto, or (ii) the validity or priority of Holder's right,
      title or interest to the Collateral. Douglas shall have no responsibility
      for independently determining the fair market value or other actual value
      of the Collateral, but shall be entitled to rely on values declared by the
      Distributor and agreed by Holder or upon such other methods of valuation
      contained in Holder's written instructions accepted by Douglas.

(b)   Neither Douglas nor its officers, directors, employees, agents or insurers
      shall be liable for the delay or failure of Douglas to perform any of its
      obligations hereunder if such delay or failure is due in whole or in part
      to any fire, explosion, earthquake, storm, flood, or other adverse weather
      condition, accident, mechanical breakdown, strike, lockout, walkout or
      labor difficulty, war, insurrection, riot, act of God, governmental order
      or restriction, robbery, or other cause, whether of the same or a
      different nature, which is beyond their reasonable control. Douglas will
      promptly notify Holder upon notice to Douglas of any such force majeure
      condition.


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4.    Termination

(a)   This Agreement shall continue in full force and effect for one (1) year
      from the date hereof, and thereafter for successive one (1) year terms
      unless any party gives to the other written notice of intention to
      terminate at least sixty (60) days prior to the expiration of the then
      current term. This Agreement shall be further subject to termination by
      Douglas upon thirty (30) days written notice in the event that Douglas
      receives a notice of cancellation or non-renewal of its insurance coverage
      from its underwriters and it is unable to obtain adequate coverage at
      reasonable cost. Agreement may be terminated upon notice if Distributor
      materially breeches this Agreement or it's Distributor Agreement with
      Holder.

(b)   At any time after a notice of termination has been delivered hereunder,
      Douglas shall not be obligated to accept any additional Collateral or to
      issue additional inventory documents. Douglas shall be entitled to payment
      of all of its charges, fees and expenses through the date of termination.

(c)   If as a result of substantial or continuing non-cooperation or as the
      result of interference by any Distributor with the services of Douglas or
      with instructions given by Douglas to its employees, Douglas in its sole
      discretion determines that the Collateral covered by its inventory
      documents cannot reliably be held in the storage facility, Douglas may
      arrange for the movement of such Collateral to another storage facility of
      Douglas' choosing. All necessary transport storage and insurance costs
      incurred by Douglas in moving and storing all such Collateral shall be
      reimbursed to Douglas by the Holder should the Distributor fail to timely
      pay such costs, and the Holder shall indemnify and save Douglas harmless
      from any and all claims, losses and liabilities resulting directly or
      indirectly from such transport and storage.


5.   General Provisions

     (a)  This Agreement represents the entire agreement of the parties and
          supersedes all prior agreements and negotiation, oral or written. No
          amendment to or modification of the terms of this Agreement shall be
          effective without the written consent of the parties affected thereby.
          Any such consent by Douglas must be executed by its President or Vice
          President. Failure of any party to strictly enforce any right
          hereunder shall not serve as a waiver of similar or dissimilar rights
          accruing thereafter.

     (b)  No person or entity other than Holder and Distributor shall have any
          right to enforce the obligations of Douglas hereunder or have standing
          to complain for any reason of any failure of Douglas to perform its
          obligations hereunder.

     (c)  In the event of any dispute, disagreement, or difference over the
          meaning, construction, or intent of this Agreement or of any matter of
          fact, law, background circumstance, or any other matter of any kind
          whatsoever, any and all such matters, without limitation, shall be
          submitted at the written, mailed election of any party to binding
          arbitration in Houston, Texas, in accordance with the rules of the
          American Arbitration Association then in effect. Each party shall
          appoint one arbitrator from the panels of arbitrators of the American
          Arbitration Association and these two arbitrators shall appoint a
          third arbitrator if the amount in dispute is in excess of $50,000, or,
          if less then $50,000, then there will be one arbitrator selected from
          the panels of arbitrators. Such appointments shall be made within 30
          days after notice. The decision by the arbitrator(s), so appointed,


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          shall be final and binding on the parties, and may be entered in any
          court of competent jurisdiction for enforcement. The arbitrator(s) may
          allocate the payment of the fees and costs of the prevailing party to
          the other party or parties in such proportion as they shall deem fair
          and equitable. Any party, attempting by any legal process outside of
          these arbitration proceedings to set aside, modify, or interpret this
          arbitration clause, shall be liable for all fees and costs, without
          limitation, of the other party defending against such litigation,
          irrespective of the outcome.

         (d)      This Agreement shall be binding upon and inure to the benefit
                  of the successors and assigns of the parties hereto.

         (e)      The Distributor and Holder shall not, without the express
                  prior written consent of Douglas, directly or indirectly,
                  offer employment to, or employ, the employees of Douglas
                  during the term of this Agreement or for a period of one year
                  following the termination hereof.

         (f)      This Agreement shall be governed by or construed in accordance
                  with the laws of the State of Texas, excluding the conflicts
                  of law provisions thereof.

         (g)      The parties recognize and acknowledge that Douglas will rely
                  on information and documents supplied by others (which may
                  include the Distributor) in preparing its reports and
                  performing its services hereunder and that Douglas shall have
                  no responsibility or liability

         (h)      This Agreement may be executed in any number of counterparts,
                  each of which shall be an original, but all of which together
                  shall constitute one and the same instrument.

         (i)      Unless changed by written notice to each party, all notices
                  and other communications shall be directed to a party at its
                  address set forth above.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first written above.

                        DOUGLAS-GUARDIAN SERVICES CORPORATION

                        By
                          -----------------------------------
                           President or Vice President

                            UNIVERSAL SUPPLY GROUP, INC.
                        -------------------------------------
                                    Distributor

                        By
                          -----------------------------------
                                      (Title)


                        GMC SALES CORP
                        --------------
                            Holder

                        By
                         ------------------------------------
                                      (Title)






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