EXHIBIT 10.4

                              ASSIGNMENT OF LEASE
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     THIS  ASSIGNMENT OF LEASE (this "Assignment") is entered into as of October
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9,  1997  by  and  between  KEMPER  PRESSURE  TREATED  FOREST  PRODUCTS, INC., a
Mississippi corporation ("Assignor") and ELECTRIC MILLS WOOD PRESERVING, LLC, an
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Mississippi  limited  liability  company  ("Assignee").
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                                    RECITALS
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     A.     By  that  certain  Lease  Agreement  effective  July  1,  1988  (the
"Lease"),  Kemper County Economic Development Authority, on behalf of itself and
Kemper  County, Mississippi (collectively the "Lessor"), leased to Assignor that
certain  real  property  located  in Electric Mills, Kemper County, Mississippi,
described  in  the  attached  Exhibit  "A"  (the  "Premises" or the "Leased Real
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Property"), together with substantially all of he personal property described in
Exhibit  "B"  ("Leased  Equipment")  used  by Seller in connection with Seller's
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business of operating a certain wood preserving and treating facility located in
Electric  Mills,  Mississippi  (the  "Business").

     B.     For  valuable  consideration,  the  receipt  of  which  is  hereby
acknowledged,  Assignor  desires  to assign to Assignee all of Assignor's right,
title  and  interest  as  Lessee  of the Lease, effective as of the date of this
Assignment.


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                                   AGREEMENTS
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     1.     Assignment.  Effective  as  of the date of this Assignment, Assignor
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hereby  grants, assigns and transfers to Assignee all of Assignor's right, title
and  interest  as  lessee  under  the  Lease, including, but not limited to, its
interest  in  the  Leased  Real  Property  and  the  Leased  Equipment.

     2.     Consideration.  This  Assignment  of  Lease  is made pursuant to the
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terms  of  that  certain  Asset  Purchase  Agreement  between the parties, dated
October  9,  1997,  under  which  Assignee has agreed to pay Assignor the sum of
$10,000.00  at  the Initial Closing thereof and $115,000.00 at the Final Closing
thereof,  and other good and valuable consideration, the receipt and sufficiency
of  which  is  hereby  acknowledged, for certain Purchased Assets, including the
Lease.

     3.     Bill  of  Sale  for  Personal  Property.  For  good  and  valuable
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consideration,  the  receipt  and  sufficiency  of which is hereby acknowledged,
Assignor  does hereby sell, assign, transfer, convey and deliver to Assignee the
items  listed  on  attached  Exhibit  "B",  and  all  other personal property of
Assignor  of  every  description,  whether or not specifically listed on Exhibit
"B", that is located on and used in connection with the Assignor's Business, and
all  guaranties,  warranties,  rights  and  claims of right related thereto (the
"Equipment").

     4.     Status  of  Lease.  Assignor  hereby  represents  and  warrants  to
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Assignee  as  follows:
          (b)     Assignor  has  not  assigned  or  otherwise  transferred  any
interest  in  the  Lease.
          (c)     Assignor is not in default under the Lease, with the exception
of  Sections  8.2  or  15  of  the  Lease.
          (d)     All  rental  has  been  paid  under  the  Lease for the period
through  the  date  of  this  Assignment.

     5.     Full  Authority.  Assignor  represents  and  warrants to Assignee as
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follows:  Assignor is a corporation duly organized, validly existing and in good
standing in the State of Mississippi; the execution and full performance of this
Assignment  and the other documents executed by Assignor in connection with this
transaction  (the  "Other Documents") have been duly authorized by all necessary
corporate  action on the part of Assignor; Assignor has full capacity, power and
authority  to  enter  into  and  perform  this  Assignment  and to carry out the
transactions  contemplated  hereby,  and  this  Assignment  is  binding upon and
enforceable  against  Assignor  in  accordance  with  its terms, except that the
consent  to  this  Assignment of Lease of the Kemper County Economic Development
Authority  and the Kemper County Board of Supervisors also is required; there is
no  suit,  action,  proceeding  (legal,  administrative  or  otherwise),  claim,
investigation  or  inquiry  (by  an  administrative agency, governmental body or
otherwise)  pending or, to the best of Assignor's knowledge, threatened, against
Assignor  or  any of its properties, assets or business prospects or which could
prevent  Assignor  from  consummating  the  transactions  contemplated  by  this
Assignment,  and, to the best of Assignor's knowledge, there is no factual basis
upon  which  any  such suit, action, proceeding, claim, investigation or inquiry
could  be asserted or based which is likely to have a material adverse effect on
the  Business conducted by Assignor (or that to be conducted by Assignee) on the
Premises; there is no outstanding judgment, order, writ, injunction or decree of
any  court,  administrative  agency,  governmental  body or arbitration tribunal
against or adversely affecting the business of Assignor or any of the properties
or  assets of Assignor or the full and timely performance and observance of this
Assignment;  the  execution, delivery and performance of this Assignment and the
Other  Documents  and  the consummation of the transactions contemplated thereby
will  not  (i)  result  in  the  breach of any of the terms or conditions of, or
constitute  a  default  under,  the  Articles  of Incorporation or the Bylaws of
Assignor  or  any  law  or  any material contract, agreement, lease, commitment,
indenture,  mortgage,  pledge,  note,  bond,  license  or  other  instrument  or
obligation  to  which  Assignor  is  now  a party or by which Assignor or any of
Assignor's  properties  or  assets  may be bound or affected or (ii) violate any
law,  rule  or regulation of any administrative agency or governmental body; all
consents,  approvals  or  authorizations  of  or  declarations,  filings  or
registrations  with  any third parties or governmental or regulatory authorities
required  in  connection  with  the  execution,  delivery or performance of this
Assignment  and  the  Other  Documents  or  the consummation of the transactions
contemplated thereby have been obtained by Assignor; the Premises and all of the
improvements  thereon  and  those  other  interests  and  items  of  property of
Assignor's  property  being conveyed to Assignee by Assignor under this Lease or
any  of  the  other  related  documents  are  in good and operable condition and
repair.

     6.     Assignee's  Acceptance  of  Lease. Assignee accepts this assignment.
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At the Initial Closing, the Buyer shall become responsible for and shall pay the
rental  payments  due  under the Lease from and after the Initial Closing of the
Asset  Purchase  Agreement,  but  only  for  that  period of time that the Buyer
occupies  and  operates the Facility.  In the event of reversion of the Lease to
the  Seller,  as  set forth in Section 12 of the Asset Purchase Agreement, Buyer
shall  have  no liability for rental payments under the Lease after reversion of
the  Lease to the Seller.  At the Final Closing of the Asset Purchase Agreement,
the  Buyer  shall assume only the obligations and liabilities arising under this
Lease,  -but  only  as  to  those obligations and liabilities which accrue on or
after  the  Final  Closing  Date  (the  "Assumed  Liability").

     7.     Binding  Effect.  This Assignment shall be binding upon and inure to
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the  benefit  of  the  parties  and  their  successors  in interest and assigns.

     8.     Further  Assurances. Assignor agrees to execute all instruments, and
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documents  and  take  all other action, including without limitation transfer of
title  on  any  certificated  vehicles,  that may be necessary or appropriate to
carry  out  the  intent  of  this  Assignment.

     9.     Counterparts.  This  Assignment may be executed simultaneously or in
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counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  one  Assignment.

     10.     Time of Performance. Time is of the essence of each and every term,
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covenant  and  condition  hereof.

     11.     Construction. This Assignment shall be construed in accordance with
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the  laws  of the State of Mississippi.  The terms of this Assignment shall have
been  mutually  negotiated  with  each  party having the opportunity to seek the
advice  of  legal  counsel  and  shall  not be construed against any party.  The
headings  in  this Assignment are inserted solely for the purpose of convenience
and shall not affect the interpretation of the provisions hereof.  Any reference
to gender or singular or plural numbers shall be deemed to refer all genders and
to  both  the  singular  or  plural as may be appropriate in the context of this
Assignment.  If  any  portion  of  this  Assignment is held to be invalid by any
court  of  competent  jurisdiction,  such  ruling shall not affect the remaining
terms  hereof unless and to the extent it includes a specific determination that
the  fundamental purposes of this Assignment are thereby significantly impaired.
All  sums  referred  to in this Assignment shall be calculated by and payable in
the  lawful  currency  of  the  United  States.

     12.     Any  notice,  request,  demand,  waiver, consent, approval or other
communication  which  is required or permitted hereunder shall be in writing and
shall  be  deemed  given only if hand-delivered, sent by certified or registered
mail,  postage  prepaid,  or  by  telecopier  as  follows:

     If  to  Seller:Kemper  Pressure  Treated  Forest  Products,  Inc.
                    c/o  Farnsworth  Gray
                    1250  24th  Street,  N.W.,  Suite  300
                    Washington,  D.C.  20037
                    Attention:  Brian  L.  Sorrentino,  President
                    Telecopier:  (301)  540-6447

     with  a  copy  to:  Mr.  Shawn  Mitchell
                         12530  Newton  Street
                         Broomfield,  CO  80020
                         Telecopier:  (303)  464-9422

     If  to  Buyer:      Electric  Mills  Wood  Preserving,  LLC
                         Rt.  Box  514  Hwwy  .  45  South
                         Scooba,  MS.  39358
                         Attention:  President

     with  a  copy  to:  Mr.  Stephen  W.  Rosenblatt
                         Butler,  Snow,  O'Mara,  Stevens
                         &  Cannada,  PLLC
                         Post  Office  Box  22567
                         Jackson,  MS  39225-2567
                         Telecopier:  (601)  949-4555

Any  notice  required  or  permitted  to be given under this Agreement or by law
shall  be  deemed  given on the first business day after it is hand-delivered or
sent by telecopy or on the third business day after it is mailed by certified or
registered  mail.  Either  party may change its address for notice purposes by a
notice  sent  in  the above manner, with such change effective for notices given
after  fifteen  (15)  days  following  the effective date thereof (or such later
effective  date as is therein specified).  This paragraph shall supersede all of
the  provisions  regarding  notices  in  the Lease from and after the assignment
thereof  to  the  Assignee.

     13.     Jurisdiction  and  Venue.  Assignor  and  the  Assignee  hereby
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irrevocably  submit to the jurisdiction of any state or Federal court sitting in
or  serving  Kemper County, Mississippi, in any action or proceeding arising out
of  or  relating  to  this  Assignment  or  the  Lease,  and each of them hereby
irrevocably agree that all claims in respect of such action or proceeding may be
heard and determined in such courts.  Each person comprising the Assignor or the
Assignee  hereby  irrevocably waives, to the fullest extent they may effectively
do so, the defense of an inconvenient forum to the maintenance of such action or
proceeding,  Assignor  and  Assignee  irrevocably  consent to the service of the
summons  and complaint and to any other process or notice which may be served in
any  such  action  or  proceeding (including any nonjudicial foreclosure) at its
address  stated  in  this  Assignment.  Assignor and Assignee agree that a final
judgment  in  any  such  action  or  proceeding  shall be conclusive and may be,
enforced  in the State of Mississippi or any other state or foreign jurisdiction
by  suit  on  the  judgment  or  in any other manner provided by applicable law.

     14.     Arbitration.  Any  dispute  arising  out  of  or  relating  to this
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Agreement  or its breach shall be settled by arbitration under and in accordance
with  the  rules of the American Arbitration Association.  The arbitration shall
be  held in Jackson, Mississippi.  The arbitrator's decision in such arbitration
will  be  final, binding and non-appealable and judgment upon the award rendered
by  the  arbitrator  may  be  entered  in  any  court having jurisdiction.  This
Agreement to arbitrate shall not prevent either party from applying to the state
or  federal courts of Mississippi for a temporary restraining order, preliminary
injunction,  or  other  equitable  relief  to preserve the status quo or prevent
irreparable  harm.

     15.     Entire  Agreement. This Assignment constitutes the entire agreement
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and understanding of the parties hereof regarding the subject matter hereof, and
no oral understandings, written agreements or representations exist which are in
addition  to  or  contradict  or  expand  upon  the  terms herein set forth.  No
amendments,  variations,  modifications  or  changes to this Assignment shall be
effective  unless  in writing and signed by all parties hereto subsequent to the
date  hereof.


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

                              Assignor:
                              KEMPER  PRESSURE  TREATED  FORREST
                              PRODUCTS,  INC.


                              By:___________________________
                                   Brian  L.  Sorrentino
                                   Title:  President