Exhibit 10.17

NORTH CAROLINA     )
                   )
GUILFORD COUNTY    )                        FURNITURE SHOWROOM LEASE


THIS LEASE,  dated June 23, 1997, and between Phoenix Home Life Mutual Insurance
Company,  a New York company,  formerly  known as Phoenix  Mutual Life Insurance
Company,  a Connecticut  company,  hereinafter  referred to as ("Landlord")  and
GuildMaster,   Inc.,  a  Missouri   corporation,   hereinafter  referred  to  as
("Tenant").

                                    RECITALS

         IN CONSIDERATION of mutual covenants  contained  herein,  including the
payment of rent,  Landlord  hereby  leases to Tenant and Tenant hereby lets from
Landlord the space described herein.

         1.  DESCRIPTION OF PREMISES:  Landlord owns, in fee simple,  a showroom
building known as the Commerce and Design Building (the  "Building")  located at
201 W. Commerce Street, High Point, Guilford County, North Carolina,  consisting
of total gross area of  approximately  257,180 square feet, more fully described
on Exhibit "A" attached hereto and made a part hereof.

         The premises leased hereunder (the "Premises") consist of approximately
8,593  rentable  square feet  including  7,161  useable  square feet as shown on
Exhibit  "B"  attached  hereto and made a part  hereof.  Tenant's  proportionate
percentage  of the  Building  is 4.04%  ("Rentable"  Square  Footage = "Useable"
Square Footage x 1.2 Common Area Premium factor. Tenant's percentage of Building
is computed by dividing  8,593  (Tenant's  Rentable  Square  Footage) by 212,828
(Total Building Rentable Square Footage).  The Premises are known as Suites 1A,B
as outlined in "red" on the aforementioned Exhibit "B".

         2.  TERM:  The term of this  Lease  shall  commence  on May 1, 1997 the
"Commencement  Date" and end on April 30, 2002, with no further specific options
to renew the Lease beyond this date (the "Termination Date").

         3. BASE RENT:  Tenant  shall pay Base Rent for the  Premises in advance
without prior offset or deduction as follows: $8,235.00 shall be due and payable
on the first day of each month  beginning  May 1, 1997 and ending April 1, 2002.
Total unadjusted Base Rent payable during the Term shall be $494,100.00.

         4. OMITTED

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         5. USE,  OCCUPANCY AND  ACCEPTANCE  OF PREMISES:  (a) use. The Premises
snail be used by Tenant only as a showroom  for the display  and  exhibition  of
home furnishings,  furniture,  accessories,  and allied lines of merchandise and
for no other use. (b) Operation During Markets.  Tenant shall open the Premises,
exhibit its  products,  and staff the  Premises  with  employees  for the entire
period of each regularly  scheduled Market.  For purposes of this Lease,  Market
shall mean the Furniture Market in High Point, NC and dates determined  therefor
by the International  Home Furnishings  Marketing  Association.  (c) Compliance.
Tenant will not use or occupy the Premises in an unlawful or offensive manner or
in  violation  of the  Building's  Certificate  of  Occupancy or contrary to any
insurance carrier insuring the Building. (d) Acceptance of Premises.  Tenant has
inspected the Building and Premises and accepts them "AS IS".  Landlord makes no
representations  as to the  condition  of the  Building or Premises and Tenant's
possession of the Premises  shall be  conclusive  evidence that the Building and
Premises'  were in  satisfactory  condition.  (e)  Delivery  of  Possession.  If
Landlord is unable to deliver  possession  of the  Premises on the  Commencement
Date because of the holding over or retention of  possession by any other tenant
or occupant or if the Premises or a portion of the Building wherein the Premises
are situate is being constructed,  renovated,  repaired, altered or improved, or
for any other reason beyond the reasonable  control of Landlord,  Landlord shall
be subject to liquidated damages for failure to give possession on said date and
the Base Rent payable  hereunder  shall be abated  (provided  that Tenant is not
responsible  for  Landlord's  inability  to  deliver  possession),  until  after
Landlord shall have given Tenant notice that the Premises are ready for Tenant's
occupancy.  For each  day of  delay.  Landlord  shall be  liable  to pay  Tenant
liquidated  damages of  $10.00.  If the delay  extends  to thirty  (30) days the
Tenant shall have the right to annul the Lease.

         6. LATE PAYMENT OF RENT: (a) If Tenant fails to timely pay Base Rent or
any items of Additional Rent (as hereinafter  defined),  then Tenant shall pay a
"Late  Payment of Rent" Charge  equal to the greatest of (1) the maximum  lawful
charge,  (2) Twenty  ($20.00)  Dollars for each day that such Rent or Additional
Rent is  overdue  or (3) Five  (5%) per cent per  month of the  overdue  amount.
Tenant agrees that such late charge  constitutes a fair and reasonable  estimate
of the additional processing,  accounting and other costs Landlord will incur as
a result of Tenant's  late  payment.  In any such event,  Tenant  shall pay such
charge  immediately upon receipt of written request therefor  Landlord's failure
to render any such statement shall not be deemed a waiver of Landlord's right to
collect such past due Rent and/or Additional Rent and the amount of such Charge.
If Landlord  places the  enforcement of the Lease or the collection of any Rent,
Additional  Rent or charge due  hereunder  in the hands of an  attorney,  Tenant
shall pay  Landlord's  reasonable  attorney's  fees.  (b) Any check  remitted to
Landlord that fails to "clear" in the banking process for any reason whatsoever,
unless  caused by Landlord,  will cause a $25.00  service  charge to be added to
Tenant's account as additional Rent.

         7. QUIET  ENJOYMENT:  Landlord  covenants  that Tenant,  upon paying to
Landlord  the Rent and  Additional  Rent and other  sums  stipulated  herein and
performing  the covenants and  agreements  herein,  shall  peaceably and quietly
have, hold and enjoy the Premises and all rights,  easements,  appurtenances and
privileges  belonging  or  appertaining  thereto,  during  the full term  hereby
granted and any extensions or renewals thereof.

         8. COMMON AREAS: (a) Common areas are all the areas of the Building and
Land other than the Premises and space rented or to be rented to other  tenants.
Landlord  reserves  the right,  from time to time,  to alter said  common  areas
including converting common areas into leasable areas,  increasing or decreasing
the common areas, to exercise  control and management of the common areas and to
establish,  modify, change and enforce such Rules and Regulations as Landlord in
its sole  description may deem deskable for the management of the Building.  (b)
Landlord  shall have the right to  restrict  or close all or any  portion of the
common  areas at such times and for such  periods as may,  in the sole option of
Landlord,  be necessary or  appropriate to prevent a dedication  thereof,  or to
preserve the status thereof as private  property,  or to prevent  accrual of any
rights in any person,  and Landlord  may also close and or restrict  said common
areas for  purposes of  maintenance  and repair as may be required  from time to
time, as determined solely by Landlord. Tenant acknowledges that such activities
may  result in an  inconvenience  to Tenant but such  activities  shall not give
Tenant the right to withhold,  abate or reduce its Rent or  Additional  Rent nor
anyother way affect this Lease.

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         9. ASSIGNMENT AND SUBLETTING: (a) Tenant agrees not to sublet or assign
this Lease or any portion  thereof without the prior written consent of Landlord
in each instance which will not be unreasonable  withheld.  If Tenant proposes a
sublet for Landlord's  approval,  such sublet must conform to Landlord's  sublet
policy as may be  periodically  changed.  Tenant  acknowledges  and agrees  that
Landlord's  sublet  policy may provide  for,  among other  things,  selection of
subleases  from a waiting list,  direct  billing by Landlord,  use of Landlord's
forms, the imposition of a sublet fee and retention by Landlord of any excess of
monies payable under a sublease over the Rent and Additional  Rent payable under
this  Lease.  In the  event of a  sublet  or  assignment.  Tenant  shall  remain
primarily liable for payment and performance of all of its obligations hereunder
despite Landlord's acceptance of rent from the subtenant or assignee.

         10.  LANDLORD'S  REPAIRS:  Landlord,  at its  expense,  shall  keep and
maintain the Common Areas and its fixtures,  appurtenances  and Service  Systems
(to the extent that same serve the  Premises and only up to the point where such
Service  Systems  enter the  Premises) in  reasonable  working order and repair.
However.  Landlord shall not be responsible  for such  maintenance or repairs if
the same are  required as a result  solely of the  negligence  or willful act of
Tenant or its clients,  customers,  licensees,  assignees,  agents, employees or
invitees  and  further,  in any such  event,  the cost of such  maintenance  and
repairs  shall be the sole  responsibility  of  Tenant  as  Additional  Rent and
payable  within  fifteen (15) days of Tenant's  receipt of Landlord's  statement
therefor.

         11. TENANT'S REPAIRS;  ALTERATIONS:  (a) Tenant covenants and agrees at
its sole cost and  expense,  to keep and maintain the  Premises,  including  the
fixtures,  equipment,  service systems and appurtenances therein, in a condition
of good  repair,  proper  cleanliness,  orderliness  and a state  of  attractive
appearance  at all times during the term hereof.  Nothing  herein shall  require
Tenant to make structural repairs to the Premises unless such structural repairs
are required as a result  solely of the  negligence  or willful act of tenant or
its clients, customers,  licensees,  assignees, agents; employees or invitees or
required by  governmental  law or ordinance and, in any such event,  the cost of
such structural repairs so required shall be the sole  responsibility of Tenant.
(b) Tenant shall submit to Landlord for  Landlord's  prior written  approval all
plans  and  specifications  for  any  alterations,   additions  or  improvements
(hereafter  "Changes")  which  Tenant  wants to make to the  Premises.  All such
Changes shall be made in accordance with all applicable city, county,  state and
federal laws and  ordinances,  and  building  and zoning rules and  regulations,
including without  limitation receipt of any necessary  governmental  approvals.
Maintenance  and repairs for any or all Changes  made to the  Premises by Tenant
shall be the sole  responsibility  of  Tenant.  Tenant  shall be liable  for all
damages or  injuries  which may result to any person or property by reason of or
resulting  from any Changes  made by it to the  Premises  and Tenant  shall hold
Landlord  harmless with respect  thereto.  Prior to commencing any such Changes,
Tenant shall  deliver to Landlord an indemnity  agreement  and Lien Waivers duly
executed by all contractors, subcontractors and materialmen in form satisfactory
to  Landlord.  In  addition,  Tenant  shall  deliver to Landlord  written  proof
satisfactory to Landlord that such contractors,  subcontractors  and materialmen
are duly licensed and maintain such insurance  coverage,  naming  Landlord,  its
managing agent and  Landlord's  mortgagee,  if any, as insured,  as Landlord may
require.  (c) If Tenant fails to perform Tenant's  obligations under this Lease.
Landlord may at its option,  without  prejudice to  Landlord's  other rights and
remedies,  enter upon the Premises  after ten (10) days prior written  notice to
Tenant,  perform  such  obligations  on Tenant's  behalf,  and the cost  thereof
together  with  interest at one (1) per cent per month  thereon shall become due
and  payable  as  Additional  Rent  to  Landlord  together  with  Tenant's  next
installment  of  Base  Rent.  (d)  Any  Changes  by  Tenant,  including  without
limitation  wiring  and  lighting  fixtures  (except  show  samples  and  office
furniture  of Tenant),  shall be and become the  property of Landlord  and shall
remain upon the Premises at the  termination or expiration of this Lease without
compensation to Tenant; provided,  however.  Landlord may, at it option, require
Tenant to remove such improvements,  alterations or additions and to restore the
Premises as same existed at the  beginning of the term of this Lease.  Provided,
further.  Tenant shall be liable for any damages to the Premises  occasioned  by
the removal of Tenant's  property  from the  Premises,  and any changes  made by
Tenant to the Premises.

         12.  SUBORDINATION  AND  ATTORNMENT  (a) Tenant  agrees that this Lease
shall be  subject  and  subordinate  to any  mortgages  or deeds of trust now or
hereafter placed upon the Premises and to all modifications  thereto, and to all
present and future  advances  made with respect to any such  mortgage or deed of
trust. This clause is self-operative. Nevertheless, Tenant agrees at any time to
execute  any  and  all   documents   requested   by  Landlord  to  confirm  this
subordination.  Tenant agrees to attorn to the mortgagee, trustee,or beneficiary
under any such  mortgage or deed of trust or the purchaser at a sale pursuant to
the foreclosure  thereof. In the event of the sale,  assignment,  or transfer by
Landlord  of its  interest  in the  Premises  to a  successor  in  interest  who
expressly  assumes  the  obligations  of  Landlord  hereunder,   Landlord  shall
thereupon be released and discharged  from all of its covenants and  obligations
hereunder,  except such  obligations  which shall have accrued prior to any such
sale, assignment, or transfer; and Tenant agrees to look solely to any successor
in interest of Landlord  for  performance  of any such  obligations.  (b) Tenant
agrees that the

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liability of Landlord Under this Lease, and all matters or things  pertaining to
or arising out of the tenancy and/or the use and occupancy of the Premises shall
be limited  solely to Landlord's  interest in the Building in which the Premises
form a part,  as it exists at the  Commencement  Date.  In no event shall Tenant
make claim of damage  against,  or seek to impose or satisfy  any  liability  of
Landlord against any other property,  building,  or assets which Landlord or any
of its  officers,  directors or  employees,  agents or  representatives  have an
interest in.

         13. CONDEMNATION: If the whole of the Building, or such portion thereof
as will make the Premises unusable for the purposes referred to herein, shall be
condemned by any legally  constituted  authority  for any public use or purpose,
then in either of said events the Term hereby  granted shall cease from the time
when possession thereof is taken by the condemning  authority,  and rental shall
be adjusted between Landlord and Tenant as of that date.

         14.  RIGHT OF LANDLORD  TO ENTER:  Tenant  agrees that  Landlord or its
agents may at all  reasonable  times enter upon the  Premises for the purpose of
inspection  or repair of the  Building  or the  Building  systems and such other
purposes as Landlord may deem necessary or proper for the reasonable  protection
of  Landlord's  Interest in the  Premises.  In additions  Landlord may enter the
Premises  at all  reasonable  times  to  exhibit  the  Premises  to  prospective
purchasers and lenders.  During the three (3) months  immediately  preceding the
final  expiration of the Term or any renewal.  Landlord may exhibit the Premises
to prospective tenants and/or affix a notice that the Premises are for rent.

         15. TAXES: (a) Landlord agrees to pay all such taxes lawfully levied or
assessed  against the  Building  and Land except any taxes  attributable  to the
operation of Tenant's business or Tenant's property (b) Tenant agrees to pay all
license,  privilege,  ad valorem or other charges levied,  charged,  or assessed
against  Tenant or Landlord on account of the operation of Tenant's  business in
the Premises and on account of property owned by Tenant.

         16.  INSURANCE:  (a) Landlord's  Insurance.  Landlord agrees to keep in
force policies of fire and extended  coverage  insurance  which shall insure the
Building against such perils or loss as Landlord deems  appropriate in an amount
reasonably  determined  by Landlord.  (b) Tenant's  Insurance.  Tenant agrees to
maintain and keep in force, at it expense throughout the term hereof,  insurance
against fire and such other risks as are from time-to-time  included in standard
extended  coverage  endorsements  including  vandalism and  malicious  mischief,
insuring Tenant's stock-in-trade, trade fixtures, furniture,  furnishings, floor
and wall coverings,  special  equipment and all other items of personal property
of Tenant located on or within the Premises and all such other  improvements  as
are made by Tenant to the  Premises.  Tenant shall  furnish to Landlord  current
certificates   evidencing  Tenant's   maintenance  of  such  insurance  policies
throughout  the term hereof and prior to taking  possession of the Premises.  In
addition to the  policies of fire and extended  coverage  insurance ` to be kept
and  maintained by Tenant  pursuant to this  paragraph;  Tenant shall obtain and
keep in force  during  the term  hereof  and any  extension  or  renewal  terms,
policies of comprehensive  general liability  insurance  providing  coverage for
bodily injury,  liability and property  damage with combined single limits of at
least Five Hundred Thousand ($500,000.00)  Dollars. In addition thereto.  Tenant
shall provide "umbrella  coverage" in the amount of One Million  (x1,000,000.00)
Dollars.  Tenant shall in addition,  name Landlord,  Landlord's  managing agent,
Landlord  mortgagees(s) and any other person,  firm or corporation  specified by
Landlord,  as insured under such liability policies and shall provide Landlord a
certificates  evidencing  of same within thirty (30) days after the execution of
this Lease or prior to  occupancy,  whichever is sooner.  Such  certificates  of
insurance shall provided that the policy cannot be canceled  without thirty (30)
days prior written notice to Landlord. Tenant agrees to waive any and all rights
of  subrogation  which may be  exercised by its  insurance  carrier or any other
entity claiming by or through Tenant provided same does not invalidate  Tenant's
Insurance coverage.

         17.  LIABILITY  AND  INDEMNIFICATION.  (a)  Neither  Landlord  nor  any
director, officer, employee, representative or agent of Landlord shall be liable
to Tenant for any injury or damage to Tenant or to any other person,  or for any
damage to. or loss (by theft or otherwise)  of, any property of Tenant or of any
other  person,  regardless of the cause of such injury,  damage or loss,  unless
caused by or due to the sole  negligence  of  Landlord.  Tenant  agrees  that no
property,  other  than such as might  normally  be  brought  upon or kept in the
Premises as an incident to the  reasonable  use of the  Premises for the purpose
herein  permitted,  will be brought upon or be kept in the Premises.  (b) Tenant
shall  indemnify  and save  Landlord  and its  directors,  officers.  employees,
representatives  or agents  harmless from and against any and all claims arising
from (i) the use or manner of use of Tenant in, or the conduct or management of,
the Premises or of any business therein, (ii) any work or thing whatsoever done.
or any condition  created in or about the Premises during the term of this Lease
or during any period of time prior to the Commencement  Date during which Tenant
may have taken  possession  of or been given access to the Premises or (iii) any
negligent  or  otherwise  wrongful  act or  omission  of  Tenant,  or any of its
subtenants  or  licensees,  or of its or their  employees,  agents,  servants or
contractors,  and all  reasonable  cost,  expenses  and  liabilities  (including
attorneys fees) incurred in, or in connection  with, each such claim,  action or
proceeding brought thereon. In case any action or proceeding brought thereon

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against Landlord by reason of any such claim, Tenant, upon notice of demand from
Landlord,  shall resist and defend such action or  proceeding  at tenant's  sole
cost and expense.

         18. DAMAGE AND  DESTRUCTION:  (a) In the event the Premises are damaged
by any  peril  covered  by  standard  policies  of fire  and  extended  coverage
insurance to an extent  which is less than fifty  (5056)  percent of the cost of
replacement  of the Premises,  the damage to that portion of the Premises  which
Landlord is obligated to insure pursuant to the immediately  preceding  Article,
shall,  upon  Landlord's  receipt of the insurance  proceeds  covering the same,
promptly be repaired by Landlord,  at Landlord's expense,  but in no event shall
Landlord  be  required  to  repair or  replace  Tenant's  stock-in-trade,  trade
fixtures,  furniture;   furnishings,   special  equipment  and  other  items  of
construction  and personal  property which tenant is required to insure pursuant
to the  immediately  preceding  Article.  In the  event of such  damage  and (i)
Landlord is not required to repair as provided herein,  or (ii) the Premises are
damaged to the extent of fifty (5056) or more of the cost of  replacement of the
Premises,  or (iii) the Building is damaged to the extent of fifty (506) percent
or more of the cost of  replacement,  or (iv) such damage is  twenty-five  (256)
percent or more of the cost of  replacement  of the Premises and the same occurs
during the last year of the initial term or any  extensions  or renewal terms of
this  Lease or (v) in the  event  that  Landlord  shall not  receive  sufficient
insurance  proceeds to complete  such repairs,  then,  in any of such  event(s),
Landlord  may elect  either to repair or rebuild the Premises or the Building as
the case may be, or to terminate this Lease upon giving notice of such election,
in writing,  to Tenant  within  forty-five  (45) days after the happening of the
event causing such damage.  (b) If such damage,  repairing or  rebuilding  shall
render the Premises untenantable. In whole or in part, a proportionate abatement
of the Rent and Additional Rent stipulated herein shall be allowed from the date
such damage  occurs to the date Landlord  completes  the repairs or  rebuilding,
said  proportion  to be  computed on the basis of the  relation  which the gross
leasable area of the space  rendered  untenantable  bears to the gross  leasable
area of the  Premises.  If Landlord is required or elects to repair the Premises
as provided herein,  Tenant shall repair or replace its floor and wall coverings
which Tenant is obligated to insure  pursuant to the terms  hereof,  in a manner
and to at least a condition  equal to that prior to such damage or  destruction;
In addition, Tenant shall repair or replace its stock-in-trade.  trade fixtures;
furniture,  furnishings,  special  equipment and other items of construction and
personal property which Tenant is required to insure pursuant to this Lease in a
manner and to a condition  Tenant deems  appropriate and adequate for conduct of
Its business within the Premises.  In addition,  tenant is hereby given the sole
option by  written  notice to  Landlord  to  terminate  this  Lease in the event
repairing or rebuilding to be effected by Landlord and required hereunder cannot
be  substantially  completed  within  forty-five  (45) days from the date of the
occurrence of the damage or destruction.

         19. PROPERTY OF TENANT: (a) Tenant shall pay to Landlord, as Additional
Rent.  Landlord's  standard  charges (as may be increased from time to time) for
moving all property to and from the Premises;  and Landlord  shall not be liable
to Tenant for any loss by fire,  theft or other  casualty,  or any other  damage
whatsoever  to the  property of Tenant,  whether  situated  upon the Premises or
otherwise,  except for any loss or damage to such  property  resulting  from the
gross  negligence  of  Landlord,   its  employees  or  agents.   (b)  Furniture,
merchandise,  and other bulky objects shall be brought into and removed from the
Building only through the freight entrance and freight  elevators,  and movement
of such objects shall be subject to the reasonable  requirements  of Landlord as
to the time and manner of moving. Such moving shall be at Tenant's sole expense.
No  furniture,  merchandise,  and other bulky  objects  shall be brought into or
removed  from the  Building  during any Market.  (c) Tenant  shall pay  Landlord
standard  charges (as many be increased from time to time) for loading dock use.
(d) Tenant  agrees to pay all such charges and  Additional  Rent within  fifteen
(15) days after receiving written request therefor from Landlord.

         20.  UTILITIES.  ESCALATOR AND ELEVATOR SERVICES (a) Landlord agrees to
furnish air  conditioning.  escalator and elevator service to the Premises for a
period  beginning  thirty (30) days prior to the  commencement of each regularly
scheduled Market, and ending fourteen (14) days following the close of each such
Market.  If Tenant  stores  furniture or other  property  within the Premises or
otherwise  uses the  Premises  other  than 30 days  before the Market or 14 days
after the close of the Market.  Tenant  agrees to pay such charges for utilities
as may be reasonably  imposed by Landlord but not in excess of their  Percentage
of the Building.  Landlord may bill Tenant for such charges at such intervals as
Landlord  may elect and Tenant  agrees to pay same within  Fifteen  (15) days of
receipt of invoice from Landlord. (b) Electricity.  Landlord has provided direct
metering of electricity for Tenant's  Premises.  Landlord will be billed charges
for  electricity  for Tenant's  Premises and shall bill Tenant for such charges.
Tenant  agrees to pay same within  fifteen  (15) days of receipt of invoice from
Landlord.

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         22. RULES AND REGULATIONS OF LANDLORD BINDING UPON TENANT: (a) Landlord
has heretofore adopted Rules and Regulations which are Operations Guidelines and
hereafter  interchangeably  referred  to as either  "Rules and  Regulations"  or
"Operations Guidelines". The Operations Guidelines are incorporated by reference
herein  with the same force and effect as if stated  herein and  Landlord  shall
hereafter  be entitled  from time to time to  establish,  new or amend  existing
Rules and Regulations after execution of this Lease. Tenant acknowledges receipt
of  the  current  Operations  Guidelines  and  Tenant,  its  employees,  agents,
representatives,  salesmen,  and other personnel  connected with and involved in
the use and  occupancy of the  Premises,  agree to comply with,  conform to, and
abide by all Operations  Guidelines  (including amendments which Tenant has been
notified  of).  Failure to abide by same shall  constitute a material  breach of
this  Lease.  Landlord's  failure to enforce any of such  Operations  Guidelines
against  Tenant or any other  tenants shall not be deemed a waiver of Landlord's
right to enforce  the same at a later  date.  (b)  Landlord  shall have the sole
right to prescribe the qualifications,  conditions and times of admission to the
Building,  and may limit and restrict  admission to accredited  buyers and their
representatives,  and may make admission  conditional  upon the presentation and
exhibition of such  credentials as Landlord shall prescribe or provide from time
to time.

         23. SECURITY INTEREST: As security for Tenant's performance  hereunder,
Tenant  hereby  grants to  Landlord a security  interest  in all  installations,
samples.  goods,  merchandise,  furniture,  fixtures,  and all other property of
Tenant  situate in the Premises or Building  now owned or hereafter  acquired by
Tenant and Tenant hereby agrees to execute such UCC forms and other  instruments
and  documents as may be required to perfect the  security  interest of Landlord
granted herein. Upon default by Tenant in the payment of Rent of Additional Rent
as provided  herein,  or breach of any other terms or  conditions  of the Lease.
Landlord  may pursue and enforce all rights and  remedies  with  respect to such
property situate on the Premises in addition to its other remedies.

         24.  DEFAULT  BY TENANT (a) In the event  Tenant  shall fail to pay any
installments of Rent or Additional Rent or other amounts owed Landlord when due;
or if Tenant is  adjudicated  as  bankrupt;  or if Tenant  files a  petition  in
bankruptcy  under any  section or  provision  of any  bankruptcy  law;  or if an
involuntary  petition in  bankruptcy is filed  against  Tenant,  and same is not
withdrawn or dismissed  within sixty (60) days from the filing thereof;  or if a
receiver or trustee is appointed for Tenant's  property and the order appointing
such  receiver or trustee  remains in force for thirty (30) days after the entry
of such  order,  or if,  whether  voluntarily  or  involuntarily,  Tenant  takes
advantage  of any debtor  relief  proceedings  under any  present or future law,
whereby the Base Rent or  Additional  Rent or any part thereof is or is proposed
to be, reduced or payment thereof deferred; or if Tenant makes an assignment for
the  benefit of  creditors;  or if  Tenant's  effects  should be levied  upon or
attached  under  process  against  Tenant,  and such levy or  attachment  is not
satisfied  or  dissolved  within  thirty  (30) days after  written  notice  from
Landlord to Tenant to obtain satisfaction  thereof; or if Tenant shall vacate or
abandon the  Premises;  or if Tenant  shall fail to perform or observe any other
covenant,  agreement,  or  condition to be performed or kept by Tenant under the
terms and provisions of this Lease including  without  limitation the Operations
Guidelines,  and such failure  shall  continue  for ten (10) days after  written
notice thereof has been given by Landlord to Tenant; then in any of such events,
Landlord shall have the right,  at the option of Landlords (1) to pursue any one
or more remedies  available to Landlord under North Carolina law;  and/or (2) to
cure such default or defaults at the expense of Tenant without  prejudice to any
other  remedies which Landlord  might  otherwise  have. Any expense  incurred by
Landlord in curing such default  shall bear  interest  thereon at twelve  (1256)
percent per annum, or at such maximum legal rates as permitted by North Carolina
Law,  whichever shall be lower,  to be and become  Additional Rent to be paid by
Tenant  within  fifteen (15) days of written  request  therefor  from  Landlord;
and/or to the extent permitted by law, (3) to re-enter the Premises by force and
dispossess  Tenant and anyone claiming under Tenant,  by summary  proceedings or
otherwise and remove and take complete possession of the Premises and either (i)
declare this Lease  forfeited and the term ended,  and/or (ii) elect to continue
this Lease in full force and effect,  but with the right at any time  thereafter
to declare this Lease  forfeited and the Term ended,  and/or (iii)  exercise any
other remedies

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<PAGE>

         or maintain any action permitted to Landlord's  pursuant to the laws of
the  State of North  Carolina,  or any  other  applicable  laws.  Tenant  hereby
covenants  in the  event  of  Landlord's  re-entry  for  itself  and all  others
occupying the Premises  under Tenant,  to peacefully  yield up and surrender the
Premises to Landlord.  Should Landlord declare this Lease forfeited and the term
ended.  Landlord  shall be  entitled  to recover  from Tenant the rental and all
other sums due and owing by Tenant to the date of termination,  plus the cost of
curing all of Tenant's defaults existing at or prior to the date of termination,
plus the deficiency,  if any.  between  Tenant's rental hereunder and the rental
obtained  by Landlord  on another  lease for the  balance of the Term  remaining
under the Lease.  Should  Landlord,  following  default as  aforesaid.  elect to
continue this Lease in full force,  Landlord shall use its reasonable efforts to
rent the  Premises  for such term and rental as Landlord  shall deem  advisable.
Tenant shall remain liable for all Rent including  increases and Additional Rent
and other charges and costs  imposed on Tenant  herein,  in the amounts,  at the
times and upon the  conditions  as herein  provided,  but Landlord  shall credit
against  such  liability  of Tenant all amounts  received by Landlord  from such
reletting  after  first  reimbursing  itself  for all costs  incurred  in curing
Tenant's  defaults and  re-entering.  preparing and refinishing the Premises for
reletting,  and reletting the Premises,  and for the payment of any  procurement
fee or commission paid to obtain another  tenant,  and for all attorney fees and
legal costs incurred by Landlord.  (b) In addition to the rights and remedies of
Landlord in the event that Tenant commits a default as set forth in subparagraph
(a)  above,  Landlord  shall  also be  deemed  to have a first  right,  security
interest and lien in and to all furniture, fixtures, equipment and personalty in
the Premises,  including without limitation,  all inventory,  and Landlord shall
have the right as Tenant's  attorney-in-fact to execute, deliver and/or file the
appropriate  financing  statements  and all other  instruments  and documents to
perfect  such  first  lien  and  security  interest  of  record  in and to  such
furniture,  fixtures, equipment,  personalty and inventory and to file the same.
It is specifically  understood and agreed that Landlord's  authority as Tenant's
attorney-in-fact  shall be that of an agent,  and coupled  with an interest  and
authorized to execute, deliver and/or file such financing statement and/or other
instruments  and documents and that such agency shall be  irrevocable.  Landlord
shall have the right to pursue and enforce all rights and remedies  with respect
to such  furniture,  fixtures,  equipment,  personalty  and inventory  which are
afforded  by  applicable  law  including  without  limitation  under the Uniform
Commercial Code.  Included in such rights and remedies shall be Landlord's right
to sell such furniture, fixtures, personalty,  equipment and inventory at public
or private sale and/or to retain the same: Landlord shall also have the right as
Tenant's  attorney-in-fact  to  execute,  deliver  and/or file any and all other
documents or instruments which Landlord deems necessary or appropriate to pursue
and enforce such rights and remedies, with Landlord being Tenant's agent coupled
with an interest. Such agency shall be irrevocable.  (c) No re-entry by Landlord
or any action  brought by  Landlord to oust  Tenant or other  occupant  from the
Premises  shall  operate to  terminate  this Lease  unless  Landlord  shall give
written notice of termination to Tenant, in which event Tenant's liability shall
be as above provided.  No right or remedy granted to Landlord herein is intended
to be  exclusive  of any other  right or  remedy,  and each and every  right and
remedy herein provided shall be cumulative and in addition to any other right or
remedy  hereunder to hereafter  existing in law or equity or by statute.  In the
event of termination  of this Lease,  Tenant waives any and all rights to redeem
the Premises given by any statute now in effect or hereafter enacted.

          25. WAIVER OF RIGHTS:  No waiver by Landlord of any  provision  hereof
 shall be  deemed to be a waiver of any  other  provision  or of any  subsequent
 breach by Tenant of the same or any other provision.  Landlord's  consent to or
 approval of any act shall not be deemed to render  unnecessary the obtaining of
 Landlord's  consent  to or  approval  of  any  subsequent  act by  Tenant.  The
 acceptance of Rent or Additional  Rent by Landlord shall not be a waiver of any
 preceding  breach by Tenant of any  provision  hereof other than the failure of
 Tenant to pay the particular Rent or Additional rent so accepted  regardless of
 Landlord's knowledge of said preceding breach at the time of acceptance of such
 payment.  If landlord  accepts any partial payment of Rent or Additional  Rent,
 Landlord  shall not be deemed to have waived  Tenant's  default  hereunder  and
 shall retain all its rights under the Lease for a default by Tenant.

         26. SECURITY DEPOSIT: (a) Tenant has deposited with Landlord the sum of
-0- as security for Tenant's  satisfactory  performance of the terms,  covenants
and conditions of this Lease  including  without  limitation the payment of Rent
and Additional Rent.  Landlord may use, apply or retain the whole or any part of
the security so deposited to the extent required for the payment of any Rent and
Additional Rent or any other sum as to which Tenant is in default or for any sum
which  Landlord  may expend or may be  required to ex-pend by reason of Tenant's
default in respect of any of the terms,  covenants and  conditions of this Lease
including without  limitation any damages or deficiency in the re-letting of the
Premises or other re-entry by Landlord. If Landlord uses, applies or retains the
whole or any part of the  security,  tenant shall  replenish the security to its
original sum within five (5) days after being notified by Landlord of the amount
due.  (b) In the event of a sale or leasing of the  Building or any part thereof
of which the Premises form a part. Landlord shall

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<PAGE>

have the right to  transfer  the  security  to the buyer or lessee and  Landlord
shall be released by Tenant from all liability for the return of said  security;
and  Tenant  agrees to Hook  solely to the new  Landlord  for the return of said
security  and it is  agreed  that the  provisions  hereof  shall  apply to every
transfer or assignment made of the security to a new landlord.  Tenant covenants
that it shall not assign or  encumber  the  security  deposit  given to Landlord
pursuant to this Lease. Neither Landlord, nor its successors or assigns shall be
bound by any such  assignment  or  encumbrance  or any  attempted  assignment or
encumbrance.  (c) If  Tenant  fully  and  faithfully  complies  with all  terms,
covenants  and  conditions  of this Lease,  any part of the security not used or
retained by Landlord shall be refundable as payment towards final Market.

         27.  NOTICES All notices  provided  for herein  shall be in writing and
shall be deemed to have been given when  deposited in the United  States  mails,
postage  fully  prepaid,   by  certified  or  registered  mail,  return  receipt
requested,  and  directed to the parties  hereto at their  respective  addresses
given below:

LANDLORD:            Phoenix Home Life Mutual Insurance Company
                         c/o H.V. McCoy & Company, Inc.
                         3101 North Elm Street
                         P.O. Box 20847
                         Greensboro, NC 27420

TENANTS              GuildMaster, Inc.
                     P.O. Box 10725 Springfield, Missouri 65808

Landlord may, in addition,  deliver  written  notice to Tenant by hand delivery.
The Parties may  designate a new address to which  subsequent  notices  shall be
directed by giving notice as provided herein.

         28. COMPLIANCE WITH LAWS: Tenant shall promptly execute and comply with
(at its own cost and  expense)  all laws,  ordinances,  rules,  regulations  and
requirements  of any or all  federal,  state and  municipal  authorities  having
jurisdiction  over the Premises and/or the manner in which the Tenant's business
is conducted therein.

         29. SURRENDER:  Upon the termination of this Lease or any extensions or
renewals hereof. Tenant shall surrender the Premises in good and clean condition
and  repair,  excepting  only  normal wear and tear and damage by fire and other
casualty damage covered by insurance and paid to Landlord.

         30.  HOLDOVER:  Tenant  agrees  to notify  Landlord  in  writing  of it
intention to vacate or seek renewal of its Lease at least Ninety (90) days prior
to  expiration  of the Term  hereof.  If Tenant  remains  in  possession  of the
Premises after the expiration or  termination,  Tenant shall be only a tenant at
will, but its occupancy  shall  otherwise be subject to all terms and conditions
of this Lease.  Tenant shall pay per diem rent in an amount equal to one hundred
ten (110%) per cent of the monthly  Base Rent  payable  during the last month of
the  term of the  Lease  prorated  on a daily  basis.  Tenant's  holdover  shall
constitute a default hereunder.

         31.  LIENS:  If Tenant  shall cause any material to be furnished to the
Premises or labor to be performed  thereon or therein.  Landlord shall not under
any  circumstances be liable for the payment of any expenses incurred or for the
value of any work done or material furnished. All such work shall be at Tenant's
expense and Tenant shall be solely and wholly  responsible  to all  contractors,
laborers, and materialmen furnishing labor and material to the Premises. Nothing
herein shall authorize the Tenant or any person dealing  through,  with or under
Tenant to charge the Premises or any interest of Landlord  therein or this Lease
with  any  mechanic's  liens  or  other  lien or  encumbrance  whatever.  On the
contrary, (and notice is hereby given) the right and power to charge any lien or
encumbrance of any kind against Landlord or its successors in interest is hereby
expressly prohibited and denied.

         32. BENEFITS,  BURDENS, AND ENTIRE AGREEMENT: (a) This Lease is binding
on  and  benefits  the  parties  hereto  and  their  respective   heirs,   legal
representatives,  successors.  nominees and assigns.  Throughout  this Lease the
masculine  gender shall be deemed to include the feminine,  the  masculine,  the
singular the plural and plural the singular.  (b) This Lease contains the entire
agreement  between the parties  hereto with respect to the Premises.  This Lease
may not be modified,  altered or amended,  except by a writing,  executed by the
parties hereto or their respective  heirs,  legal  representatives,  successors,
nominee or assigns.

         33.  ATTORNEYS' FEES: If Landlord files an action. or defends an action
involving the enforcement,  application  and/or  interpretation of any agreement
contained in this Lease,  or for breach of any covenant or  condition,  Landlord
shall be reimbursed by Tenant for reasonable attorneys' fees in the action.

         34.  GOVERNING LAWS This Lease shall be governed by and construed under
the laws of the State of North Carolina.  If any provision of the Lease shall be
unlawful such  provision  shall be stricken and shall not  otherwise  affect the
validity of this Lease.

         35. ESTOPPEL CERTIFICATES: Tenant shall execute and deliver to Landlord
upon its occupancy of the Premises,  the certificate  attached hereto as Exhibit
"C".  Furthermore,  Tenant may be required,  from  time-to-time,  to execute and
deliver  to  Landlord   similar   certificates   for  purposes  of  refinancing,
syndication, sale of the Building, etc. It is

                                        8
<PAGE>

understood and agreed that any such  certificate  shall also contain any and all
other  information  as may be required by Landlord's  prospective  lender and/or
purchaser.  In such  event,  Tenant  shall have five  (5)days  from the  receipt
thereof from Landlord to execute and deliver such fully executed  certificate to
Landlord.  Tenant's  failure to execute  said  certificate  shall  constitute  a
default hereunder.

         36.  BROKERAGE  FEES:  Landlord and Tenant  represent to each other and
indemnify  each other from any  potential  claims to the contrary that no broker
has represented either party in respect to this transaction.

         37.  MISCELLANEOUS:  (a) Whenever the scope of any Market exhibition in
the  Building  includes a type of  merchandise  sold by Tenant in the  Premises,
Tenant agrees that  throughout  advertised  business  hours on each business day
during such Market exhibition  period, as established by Landlord,  it will keep
the Premises fully occupied with adequate staff in attendance, lighted, and open
for business  with the products of that season  available  for sale.  (b) Tenant
shall not solicit,  or permit the solicitation on its behalf, of any business in
the  hallways,  corridors and other public  portions of the Building,  or on the
grounds,   parking  areas,   and  sidewalks   surrounding   the  Building.   All
solicitations and sales shall he confined to the Premises.  (c) Additional Rent,
as such term is used herein,  shall consist of all sums due Landlord  other than
Base Rent.

         38. RELATIONSHIP OF THE PARTIES:  The relationship between Landlord and
Tenant is  strictly  that of a lessor and  lessee.  This Lease does not create a
joint  venture,  partnership,  or agency and any act or omission of either party
shall not bind or obligate the other party except as expressly set forth in this
Lease.

         39. WAIVER OF TRIAL BY JURY:  LANDLORD AND TENANT HEREBY WAIVE TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO WHICH EITHER OF THEM MAY HE PARTIES, ARISING
OUT OF OR IN ANY WAY  PERTAINING  TO  THIS  LEASE.  THIS  WAIVER  IS  KNOWINGLY,
WILLINGLY  AND  VOLUNTARILY  MADE BY TENANT,  AND TENANT HEREBY  REPRESENTS  AND
WARRANTS  THAT NO  REPRESENTATIONS  OF FACT OR  OPINION  HAVE  BEEN  MADE BY ANY
INDIVIDUAL  TO INDUCE  THIS  WAIVER OF TRIAL BY JURY OR TO IN ANY WAY  MODIFY OR
NULLIFY ITS EFFECT.

         40.  ADDITIONAL  SPACES  (a)  Tenant  will have the right to expand the
Leased Premises from time to time to include any adjacent space, including Suite
1G, on the first  floor.  The Tenant may elect to take vacant space at any time,
and may elect to take space which is occupied by another  tenant,  but only upon
not less  than 180  calendar  days  notice  prior  to the date  Tenant  requires
occupancy  of the space.  Provided,  however,  that Tenant  shall not be able to
involuntarily  dispace any presently existing occupant having a lease which does
not allow Landlord to relocate the occupant.  Except as provided in subparagraph
(b) below,  the  additonal  space will be added to the Premises at the same rent
rate per square foot as the rent rate on the space  originally  included  within
the Leased Premises.  (b) In the event that the Landlord  receives a proposal to
lease space (which is  acceptable to Landlord) on the same floor of the Building
as the  Leased  Premises,  upon  proportionally  more  favorable  rent or  other
proportionally  more  favorable  economic  terms,  the Landlord  will notify the
Tenant in writing and the tenant shall have seven (7) calendar days after recept
of such  notice to take the space  upon the same  rent rate and  economic  terms
offered by the third party,  but if the Tenant does not exercise its election to
do so by written  notice to Landlord  within this time period,  the Landlord may
lease the space to the third  party,  subject  to  tenant's  rights set forth in
subparagraph (a) above.

         IN WITNESS  WHEREOF,  the parties  hereto have  executed  this Lease or
caused their duty authorized  officer or  representative to execute same, in two
(2) original counterparts, as of the day and year first above written.

                                   LANDLORD:  Phoenix Home Life Mutual Insurance
                                              Company a New York company

Attests:

                                   By: /s/
----------------------------       -------------------------------------------
                                   DIRECTOR

APPROVED PURSUANT TO ITEM #41
of 11/30/92 REAL ESTATE DIVISION
DELEGATION OF AUTHORITY
                                   TENANT: GuildMaster, Inc.
Attest:                                    a Missouri corporation


/s/ Jim Parsons                         /s/ Jim Parsons
------------------------------     --------------------------------
   Company Officer                        Jim Parsons
   (Corporate Seal)                President                  Title
                                   9/9/97                     Date


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