<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                EXHIBIT 10.14(d)

                                  LEASE SUMMARY

                          WHEELING CORRUGATING COMPANY
                          Jacinto City (Houston), Texas

<TABLE>
<S>                     <C>
LESSOR:                 The Texas Development Company
                        Northwoods Industrial Park
                        12121 FM 529
                        Houston, TX 77041

LESSEE:                 Wheeling-Pittsburgh Steel Corporation
                        1134 Market Street
                        Wheeling, WV 26003

LOCATION:               4204 Fidelity Road, Fidelity Industrial Park, Houston, Texas
                        4206-B Fidelity, Jacinto City, Harris County, Texas
                        collectively referred to as 4204 Fidelity Road, Jacinto City, Texas

PREMISES:               4204 consists of approximately 106,710 square feet and
                        4206-B consists of approximately 54,140 square feet

PURPOSE:                Manufacturing Plant

DATE OF INITIAL LEASE:  8/1/86 to 7/31/91 and 9/1/88 to 7/31/91, respectively

DATE OF AMENDMENT #1:   April 18, 1991; Extended term to expire on 7/31/96 on
                        both leases

DATE OF AMENDMENT #2:   March 4, 1996

NEW TERM:               Effective January 1, 1996; terminates December 31, 2005
                        (on both buildings)

RENEWAL:                Two 5-year options following December 31, 2005, at a
                        mutually agreeable rental rate.

TERMINATION:            None by Tenant.

BASE RENT:              $58,420.00 per month from January 1, 1996 to December 31, 2000.
                        $61,060.00 per month from January 1, 2001 to December 31, 2005.

ADDITIONAL RENT:        Taxes.

INSURANCE:              Tenant shall maintain at its sole expense fire and
                        extended coverage insurance as well as comprehensive
                        general liability insurance.

MAINTENANCE/REPAIR:     Tenant shall, at its cost, repair or replace any
                        damage to the Premises, or any part thereof, caused
                        by Tenant or Tenant's agents, etc.

UTILITIES:              Tenant's responsibility.

TAXES/ASSESSMENTS:      Tenant responsible for any increase in taxes over base
                        year. Tenant to be assessed and billed separately for
                        personal property taxes.

ASSIGNMENT/SUBLETTING:  Tenant shall not assign the Lease or sublease the
                        Premises without the prior express written permission of
                        Landlord. Landlord has the right to transfer and assign.

INSPECTION:             Tenant shall permit Landlord or its agent or
                        representatives to enter into and upon any part of the
                        Premises at all reasonable hours to inspect same.

ALTERATIONS:            Tenant will make no alteration, change, improvement,
                        repair, replacement or addition to the Premises without
                        the prior written consent of Landlord.

SUBROGATION:            Tenant and Landlord each waive any and all rights or
                        recovery against the other.(Mutual waiver of
                        subrogation.)
</TABLE>

<PAGE>

NORTHWOODS INDUSTRIAL PARK
12121 FM 529
HOUSTON, TEXAS 77041
(713) 937-0303
FAX (713) 937-1746

March 4, 1996

                                                                 FEDERAL EXPRESS

Mr. John L. Sneddon
Manager, Corporate Services
WHEELING PITTSBURGH STEEL CORPORATION
1134 Market Street
Wheeling, West Virginia 26003

         RE:      (A)      Lease Agreement between Fidelity #19, Ltd. and
                  Wheeling-Pittsburgh Steel Corporation beginning September 1,
                  1988 and ending July 31, 1991, relating to the Premises at
                  4206-B Fidelity Road.

                  (B)      Lease Agreement between The Texas Development Company
                  and Texas Decks, Incorporated beginning August 1, 1986 and
                  ending July 31, 1991 relating to the Premises at 4204 Fidelity
                  Road, as amended by the letter of February 13, 1986.

                  (C)      Lease Amendment agreement dated April 18, 1991.

                  (D)      Lease Amendment agreement dated October 11, 1995.

Dear Mr. Sneddon:

         This is our agreement to modify both leases described in paragraphs (A)
and (B) above and the Amendments to both leases dated April 18, 1991, and
October 11, 1995, described in paragraphs (C) and (D) above as follows:

         I.       This Amendment is dated for identification purposes as March
                  4, 1996 but is effective on January 1, 1996.

         II.      The "Base Rental" for both Leases referred to in paragraphs
                  (A) and (B) and the Amendments referred to in paragraphs (C)
                  and (D) above will be:

                  (1)      The sum of $58,420.00, which "Base Rental" shall be
                           paid monthly beginning January 1, 1996, and continue
                           on the first day of each month thereafter until
                           December 31, 2000.

                                       1

<PAGE>

                  (2)      The sum of $61,060.00, which "Base Rental" shall be
                           paid monthly beginning January 1, 2001, and continue
                           on the first day of each month thereafter until
                           December 31, 2005.

         III.     The existing Exhibit "C" to both Leases shall be deleted and
                  "Exhibit 'C' - January 1, 1996", a true and correct copy of
                  which is attached hereto, shall be substituted in their place
                  and stead.

         IV.      The termination date of both Leases referred to in paragraphs
                  (A) and (B) above and the Amendments dated April 18, 1991,
                  October 11, 1995, and March 4, 1996, shall be December 31,
                  2005.

         V.       Landlord has agreed to make the electrical modifications to
                  the Premises as described in the quotation, which is attached
                  as "Exhibit 'D' - January 1, 1996".

         VI.      The parties recognize that it will take approximately until
                  May 1, 1996 for Landlord to complete the installation of the
                  electrical modifications in the Leased Premises.
                  Notwithstanding this fact, the increased rental rate as
                  reflected in "Exhibit 'C' - January 1, 1996" will commence on
                  January 1, 1996 even though the electrical modifications will
                  not be completed. Tenant acknowledges that these delays have
                  been considered in setting the monthly rental rate in "Exhibit
                  'C' - January 1, 1996" and the estimated completion date
                  assumes Lessee signs the Lease prior to March 8, 1996.

         VII.     Tenant and Landlord agree that all terms and conditions of the
                  Leases as referred to in paragraphs (A) and (B) above, and the
                  Amendments referred to in paragraphs (C) and (D) above, which
                  are not expressly modified by this Amendment remain unchanged
                  and in full force and effect as if this Amendment had not been
                  entered into.

         VIII.    Maintenance and Repairs of Electrical Equipment. Landlord,
                  upon written demand by Tenant, provided that there is no
                  misuse by Tenant of the electrical modifications described in
                  "Exhibit 'D' - January 1, 1996" will promptly maintain and
                  service the electrical modifications at its sole cost and
                  expense and keep the electrical modifications in good working
                  order, at its sole cost and expense, in accordance with the
                  following:

                  (1)      Free Repairs. Upon written notice from Tenants, parts
                  found to be defective will promptly be replaced or repaired,
                  at the option of Landlord, free of repair charge, providing
                  the electrical equipment has been operated under proper
                  conditions and within its rated load.

                  (2)      No claims for damages or for labor done by others or
                  parts furnished by others will be allowed. In the event the
                  electrical equipment fails, the only obligation of Landlord
                  and Tenant's sole and exclusive remedy shall be the prompt
                  repair or replacement of defective parts or equipment. In the
                  event of breach or repudiation of this agreement by Landlord,
                  or in the event any equipment fails to comply with any
                  warranty extended herein, Landlord shall not be liable for any
                  consequential damages and Tenant agrees to make no demand
                  therefor.

                  (3)      Tenant's obligation to pay rent under this Lease
                  shall remain and continue in full force and effect during any
                  time that the electrical equipment is inoperative or under
                  repair, and shall continue until the Lease is terminated.

                                       2

<PAGE>

         If this represents your understanding of our agreement, please indicate
with your signature below, and return both copies to us for final execution.

THE TEXAS DEVELOPMENT COMPANY
Leasing Agent for Fidelity #19 Ltd.

By:     /s/ Stephen A. Marmion 3/15/96
        _____________________________________________
        Stephen A. Marmion, Manager-Real Estate

ACCEPTED AND AGREED:

WHEELING-PITTSBURGH STEEL CORPORATION

By:      /s/ Tom Patrick
         --------------------------------------------
         Tom Patrick, Vice President

                                       3

<PAGE>

THE TEXAS DEVELOPMENT COMPANY
Northwoods Industrial Park
12121 FM 529
Houston, Texas 77041
(713) 937-0303
FAX (713) 937-1746

October 11, 1995

Mr. John L. Sneddon                                              FEDERAL EXPRESS
Manager, Corporate Services
WHEELING PITTSBURGH STEEL CORPORATION
1134 Market Street
Wheeling, West Virginia 26003

RE:      (A)      Lease Agreement between Fidelity #19, Ltd. and Wheeling-
         Pittsburgh Steel Corporation beginning September 1, 1988 and
         ending July 31, 1991, relating to the Premises at 4206-B Fidelity Road.

         (B)      Lease Agreement between The Texas Development Company and
         Texas Decks, Incorporated beginning August 1, 1986 and ending July 31,
         1991 relating to the Premises at 4204 Fidelity Road, as amended by the
         letter of February 13, 1986.

         (C)      Lease Amendment agreement dated April 18, 1991.

Dear Mr. Sneddon:

         This is our agreement to modify both leases described in paragraphs (A)
         and (B) above and the Amendment to both leases dated April 18, 1991,
         described in paragraph (C) above as follows:

         I.       This Amendment is dated for identification purposes as October
                  11, 1995 and will be effective on October 1, 1995.

         II.      The "Base Rental" for both Leases referred to in paragraphs
                  (A) and (B) and the Amendment referred to in paragraph (C)
                  above will be:

                  (1)      The sum of $27,180.00, which "Base Rental" shall be
                           paid monthly beginning October 1, 1995, and continue
                           on the first day of each month thereafter until
                           December 31, 1995.

                  (2)      The sum of $56,470, which "Base Rental" shall be paid
                           monthly beginning January 1, 1996, and continue on
                           the first day of each month thereafter until December
                           31, 2000.

                                       1

<PAGE>

                  (3)      The sum of $59,110, which "Base Rental" shall be paid
                           monthly beginning January 1, 2001, and continue on
                           the first day of each month thereafter until December
                           31, 2005.

         III.     The existing Exhibit "A" to the Leases referred to in
                  paragraphs (A), (B), and (C) above shall be deleted and
                  "Exhibit 'A' - October 11, 1995" and "Exhibit 'A-1' - and
                  "Exhibit 'A-2"' October 11, 1995", true and correct copies of
                  which are attached hereto, shall be substituted in their place
                  and stead.

         IV.      The existing Exhibit "C" to both Leases referred to in
                  paragraph (A), (B), and (C) above shall be deleted and
                  "Exhibit 'C' - October 11, 1995", a true and correct copy of
                  which is attached hereto, shall be substituted in their place
                  and stead.

         V.       The termination date of both Leases referred to in paragraphs
                  (A) and (B) above and the Amendment dated April 18, 1991,
                  referred to in paragraph (C) above and this Amendment dated
                  October 11, 1995, shall be December 31, 2005.

         VI.      The address and location of the "Leased Premises" for both
                  leases shall be changed to 4204 Fidelity, Jacinto City, Harris
                  County, Texas, and the Premises consist of those described in
                  "Exhibit 'A' - October 11, 1995" and "Exhibit 'A l' - October
                  11, 1995".

         VII.     Landlord has agreed to make the following modifications to the
                  Premises now known as 4206 Fidelity:

                  (1)      Repair the existing overhead bridge crane in the West
                           half of the warehouse and remove hoist 2B to the
                           existing Southeast Texas Development bridge in the
                           4204 existing building.

                  (2)      Move the existing 10 ton hoist (#5) on the existing
                           Southeast Texas Development bridge in the 4204
                           building to the existing bridge crane in the East bay
                           of building 4206.

                  (3)      Take down and remove the existing hoist in East bay.

                  (4)      Remove the interior demising walls so that the
                           warehouse is one open warehouse with four exterior
                           walls.

                  (5)      Remove the trees and brush on the outside area of the
                           East portion of the warehouse.

                  (6)      Repair as necessary to operate existing electrical
                           outlets and cover any open boxes in the additional
                           premises which are the subject of this Amendment.

                  (7)      Replace sump pump, if necessary, on North truck well
                           in the additional premises which are the subject of
                           this Amendment.

                  (8)      Repair concrete curb inside of Southeast overhead
                           vehicle door in the additional premises which are the
                           subject of this Amendment.

                  (9)      Remove fencing within the leased area, in the
                           additional premises which are the subject of this
                           Amendment, except for fencing on North and South
                           sides.

                                       2

<PAGE>

                  (10)     Repair or replace any damaged portion of the metal
                           walls and tilt wall.

                  (11)     Replace plant restroom floor.

                  (12)     Replace carpet and repair rotted floor in office.

                  (13)     Repair dry wall and paint office.

                  (14)     Clean ceiling tile and supports.

                  (15)     Remove any exposed PVC water lines that Wheeling
                           specifies.

                  (16)     Extend premises East 35' 8" of concrete area as per
                           "Exhibit A" attached and 6' chainlink fence to the
                           area as shown on "Exhibit A".

         VIII.    Landlord has agreed to make the following modifications to the
                  Premises now known as 4204 Fidelity:

                  (1)      Expand the warehouse to the North by adding 100' (the
                           East to West dimension is 170') to the existing
                           building at the same height as the existing building,
                           with extended crane runways in the expanded area.

                  (2)      Expand the warehouse to the East by adding 85'
                           following the slope of the line of existing East half
                           and by adding 402' North to South, after removing the
                           existing 30' X 150' storage lean-to.

                  (3)      Pour concrete parking area around locker-lunch
                           building as shown in "Exhibit 'A-1' - October 11,
                           1995" with the same specifications as the existing
                           parking areas.

                  (4)      Pour the extension slab with the same specifications
                           as the existing slab.

                  (5)      Install two (2) new 15-ton cranes in the new 85 foot
                           East bay extension as shown in "Exhibit 'A-1' -
                           October 11, 1995." Hook height to be 16 feet.

                  (6)      Install 400 amp 480 volt circuit breaker for "Warm
                           Form" on new line.

                  (7)      Install 400 amp 480 volt circuit breaker for new roll
                           form line.

                  (8)      (a) Install 28 1,000- watt metal hallide fixtures.
                           Wheeling to specify the installed location of these
                           fixtures in the 100' North extension and the 85' East
                           extension.

                           Lights are to be connected in such a manner that
                           allows every other light to be turned off. Three (3)
                           night light circuits will be included.

                           (b) Supply to Wheeling 36 1,000- watt metal hallide
                           fixtures and Wheeling to install and wire them in the
                           existing 4204 building at its own cost and expense.

                  (9)      Replace all translucent panels in existing roof.

                                       3

<PAGE>

                  (10)     Install additional translucent panels in building
                           extension roofs in the same pattern as existing roof.

                  (11)     New building sheeting and roofing to match existing
                           sheeting and roofing with vinyl "sandwich" insulation
                           on sheeting and roofing interior surfaces.

                  (12)     New additional connected load for expansion areas is
                           a maximum of 500 KVA.

                  (13)     Repair and pave as necessary shipping yard east of
                           new building extension, with the same specifications
                           as the existing pavement.

                  (14)     Install double truck doors in east extension (18'
                           wide X 16' high)

                  (15)     Install:

                           1-18' X 16' truck door just to the North of the
                           existing truck door that is located on the South end
                           of the West wall, one bay North

                           1-18' X 16' truck door on the South end of the West
                           wall of the 100 ft. North extension and include a man
                           door just to its North.

                           2- Man doors in the East wall of the 85 foot East
                           extension.

                           Move existing man door on the South end of the West
                           wall one bay to the North.

                  (16)     Relocate fence in east yard.

                  (17)     Reseal existing roof.

                  (18)     Relocate (3) North wall exhaust fans in the new North
                           wall of the 85' East extension.

                  (19)     Add two steel barrier posts along North wall of the
                           100ft North extension.

         IX.      Landlord warrants all of the above work for a period of ninety
                  (90) days from January 1, 1996, during which period Landlord
                  as Tenant's sole and exclusive remedy, will repair or replace
                  at Landlord's option, any defects, provided Landlord is given
                  written notice of said defects by Tenant. Tenant agrees to
                  maintain the above materials and equipment in accordance with
                  the terms of the Lease.

         X.       Tenant and Landlord agree that all terms and conditions of the
                  Leases as referred to in paragraphs (A) and (B) above, and the
                  April 18, 1991 Amendment, referred to in (C) above, which are
                  not expressly modified by this Amendment remain unchanged and
                  in full force and effect as if this Amendment had not been
                  entered into.

         XI.      Tenant has collected dust and other samples and performed
                  whatever tests Tenant deemed necessary on the Premises and is
                  satisfied there are no health or environmental problems caused
                  by United Refractory & Corrosion Products, Inc. or others on
                  the Premises which are the subject of this Amendment.

                                       4

<PAGE>

         XII.     It is a condition precedent to this Amendment that Landlord
                  obtains a signed Termination Agreement from United Refractory
                  & Corrosion Products, Inc. for their Premises which is one of
                  the subjects of this Amendment.

         XIII.    Tenant and Landlord agree that no real estate commissions are
                  due to any party on this transaction.

         XIV.     Landlord will pay $12,000 to Tenant for Power Utilization
                  Study.

         XV       This Lease Agreement may be renewed for two 5-year options
                  following December 31, 2005 at a mutually agreeable rental
                  rate.

If this represents your understanding of our agreement, please indicate with
your signature below, and return both copies to us for final execution.

THE TEXAS DEVELOPMENT COMPANY
Leasing Agent for Fidelity #19 Ltd.

By:     /s/ Stephen A. Marmion
        ---------------------------------------------
        Stephen A. Marmion, Manager-Real Estate

ACCEPTED AND AGREED:

WHEELING-PITTSBURGH STEEL CORPORATION

By:     /s/ Tom Patrick
        ---------------------------------------------
        Tom Patrick, Vice President

                                       5

<PAGE>

NORTHWOODS INDUSTRIAL PARK
12225-A FM 529
HOUSTON, TEXAS 77041
(713) 937-0303

April 18, 1991

Mr. John L. Sneddon
Manager, Corporate Services
Wheeling Pittsburgh Steel Corporation
1134 Market Street
Wheeling, West Virginia 26003

RE:      (1)      Lease Agreement between Fidelity #19,Ltd., and
         Wheeling-Pittsburgh Steel Corporation beginning on the 1st day of
         September, 1988 and ending on the 31st day of July, 1991, relating to
         the premises at 4206-B Fidelity Road.

         (2)      Lease Agreement between The Texas Development Company and
         Texas Decks, Incorporated beginning August 1, 1986 and ending on July
         31, 1991 relating to the premises at 4204 Fidelity Road, as amended by
         the letter of February 13, 1986.

Dear John:

This is our agreement to modify both Leases described in paragraphs (1) and (2)
above as follows:

         A.       The Tenant shall be Wheeling-Pittsburgh Steel Corporation.

         B.       The Landlord shall be The Texas Development Company, as
                  Leasing Agent for Fidelity #19,Ltd.

         C.       Base Rental for both Leases shall be $20,311.64 per month.

         D.       The termination date for both Leases is extended to be July
                  31, 1996.

         E.       Landlord agrees to commence any repairs or maintenance, which
                  is the responsibility of Landlord as set forth in the two
                  Leases, within three (3) working days, after receipt by
                  Landlord of written notification by Tenant of the necessity
                  for said repairs or maintenance, and will continually make
                  said repairs until they are reasonably completed. In the event
                  Landlord fails to commence repairs which are the
                  responsibility of Landlord within said three (3) working day
                  period, Tenant may contract with a third party for said
                  repairs and invoice Landlord [text illegible].

         F.       Landlord agrees to install at its sole expense a truch door to
                  Tenant's specifications on the lean-to portion of the building
                  provided such cost does not exceed $4,200.00.

                                       1

<PAGE>

         G.       All other terms of the Lease Agreements remain unchanged and
                  unaffected by this modification.

                                            THE TEXAS DEVELOPMENT COMPANY
                                            Leasing Agent for Fidelity #19, Ltd.

                                            By:[signature illegible]
                                               ---------------------------------

ACCEPTED AND AGREED

WHEELING-PITTSBURGH STEEL CORPORATION

By: /s/ James W. Raymond
    --------------------------------
    James W. Raymond, Vice President

                                       2

<PAGE>

                                 LEASE AGREEMENT

         This LEASE AGREEMENT (hereinafter referred to as the "Lease") is
entered into and between THE TEXAS DEVELOPMENT COMPANY, leasing agent for
Fidelity #19, LTD., hereinafter referred to as "Landlord") and
Wheeling-Pittsburgh Steel Corporation (hereinafter referred to as "Tenant").

                     Article 1 Leased Premises, Term and Use

         1.01.    Leased Premises.

         (a)      Upon the terms, provisions and conditions hereof, Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord the premises
depicted on the schematic attached hereto as Exhibit "A" and as additionally set
forth in the terms and descriptions attached hereto as Exhibit "B", located at
4206-B Fidelity, Jacinto City, Harris County, Texas (the real property and
improvements located thereon being hereinafter collectively referred to as the
"Premises").

         (b)      It is hereby stipulated and agreed for all purposes that the
Premises shall consist of those premises described in Exhibits "A" and "B"
attached hereto.

         1.02.    Term. Subject to the terms, provisions and conditions hereof,
this Lease shall continue in force for a term (hereinafter referred to as the
"Term") of thirty-five (35) calendar months, beginning on the 1st day of
September, 1988 (hereinafter called the "Commencement Date") and ending on the
31st day of July, 1991 (hereinafter referred to as the "Termination Date").

         1.03.    Delay in Commencement. If for any reason Landlord cannot
deliver possession of the premises to tenant on the commencement date, the term
shall remain the same; the commencement date and termination date shall both be
extended for the number of days which expired from the original commencement
date to the date the Landlord tendered possession of the premises to Tenant. In
such a case, Tenant shall not be obligated to pay rent until possession of the
premises is tenured to Tenant; provided, however, that if Landlord shall not
have delivered possession of the premises within 30 days from said commencement
date, Tenant may, at Tenant's option, by notice in writing to Landlord within 30
days there-after, cancel this Lease. If Landlord shall not have delivered
possession of the premises within 180 days from said commencement date, Landlord
may, by notice in writing to Tenant, cancel the Lease. If either party cancels
the Lease, as set forth above, Landlord shall return any monies previously
deposited by Tenant and the parties shall be discharged from all obligations
hereunder.

         1.04.    Use. The Premises shall be used and occupied only for
manufacture of steel deck and any other lawful activities consistent with use in
the rest of the Industrial Park. Tenant shall, at Tenant's expense, comply
promptly with all applicable statutes, ordinances, rules, regulations, orders,
restrictions and requirements in effect during the term or any part of the term
hereof regulating the use by Tenant of the Premises. Tenant shall not use or
permit the use of the Premises in any manner which will tend to create waste or
nuisance or, if there shall be more than one tenant of the building containing
the Premises, which shall tend to unreasonably disturb such other tenants. No
use shall be made or permitted to be made of the Premises nor acts done which
will cause the cancellation of any insurance policy covering said Premises or
any building of

                                       1

<PAGE>

which the Premises may be a part, and if Tenant's use of the Premises causes
such Tenant shall pay any such increase.

         1.05.    Possession. In the event that Landlord shall permit Tenant to
occupy the Promises prior to the commencement date of the term, such occupancy
shall be subject to all of the provisions of this Lease. Said early possession
shall not advance the termination of this Lease. Regardless of the date of
possession, the term of this Lease shall be for a minimum number of months as
shown in Paragraph 1.02 above.

         1.06.    Delivery of Possession. Tenant shall be deemed to have taken
possession the Premises when the Premises are substantially complete and usable
as a business facility.

                        Article 2 Rent, Security Deposit

         2.01.    Rent. Tenant shall pay to Landlord as rent for the premises
the installments as set forth on Exhibit "C" attached hereto and incorporated
herein by reference for all purposes (hereinafter referred to as "Rent"). The
Rent shall be due and payable in advance in installments on the respective dates
set forth on Exhibit "C", and shall be due aid payable in legal tender of the
United States of America to Landlord at the address shown in Section 8.04 or to
such other person or at such other address as Landlord may from time to time
designate in writing. The Rent shall be paid without notice, demand, abatement,
deduction or offset except as otherwise expressly provided for in Section 5.01
and 5.02.

         2.02.    Security Deposit. Landlord hereby acknowledges receipt of
$4,36.3.90 representing the first month's rental paid in advance, to be applied
to the Rent for the first month of the Term when due. Landlord also acknowledges
receipt of $4,363.90 representing Tenant's deposit (hereinafter referred to as
the "Security Deposit") as security for the full and faithful performance by
Tenant of the terms, conditions, and covenants of this Lease which are to be
performed and by Tenant. Landlord may apply any portion of the Security Deposit
as may be necessary to cure an event of default (hereinafter defined) by Tenant
hereunder, including, but not limited to, the failure of Tenant to pay Rent or
any other charges which accrue in favor of Landlord hereunder. In the event
Tenant fails to repair damages caused or occasioned by Tenant, including damages
caused by the removal of fixtures allowed to be removed, Landlord may apply any
portion of the Security Deposit pursuant to the terms of this Section, Tenant
shall, within ten days after written demand from landlord, deposit cash with
Landlord in an amount sufficient to restore the Security Deposit to the full
amount hereinabove stated and Tenant's failure to timely do so shall constitute
a breach of this Lease. Further, Landlord's deduction of the amounts owed by
Tenant to Landlord from the Security Deposit shall in no event release Tenant
from being in default under the terms of this Lease. Landlord shall not be
required to kept the Security Deposit separate from its general accounts. If
Tenant performs all of Tenant's obligations pursuant to the Lease, the Security
Deposit or so much thereof as has not been applied by Landlord shall be returned
to Tenant on the latter of 15 days after the Termination Date or 15 days after
Tenant has vacated the Premises.

         2.03.    Late Charge. In the event any installment of Rent, or any
other amount due from Tenant to Landlord under this Lease, has not been paid
within 10 days after the date the amount was due, a late charge of five cents
per each dollar so overdue shall be charged by Landlord, as Additional Rent, for
the purpose of defraying Landlord's administrative expenses incident to the
handling of such overdue payments, and Tenant agrees to pay such additional Rent
to Landlord upon demand.

                                       2

<PAGE>

                   Article 3 Premises Condition, Signs, Access

         3.01.    Condition of the Premises. Tenant acknowledges that Tenant has
had the right to make a full and complete inspection of the Premises prior to
the Commencement Date. Accordingly, Tenant is not relying upon, and Landlord
makes no warranty or representation, express or implied, with regard to the
Premises, all of which Tenant accepts in the condition existing as of the
Commencement Date. Specifically, Tenant acknowledges that neither Landlord nor
Landlord's agent or employee has made any representation or warranty as to the
suitability or fitness of the Premises for the conduct of Tenant's business.

         3.02.    Signs. No signs, symbols, or identifying marks shall be placed
on the Premises without the prior written approval of Landlord.

         3.03.    Screening. Tenant shall not keep any articles, goods,
materials, incinerators, storage tanks, refuse containers or like equipment in
the open or deposed to public view. If it should become necessary to store or
keep such materials or equipment in the open, they shall be screened from view
in a manner approved by Landlord in writing.

         3.04.    Access by Tenant Prior to Commencement of Term. Landlord, at
its discretion, may permit Tenant and its agents to enter the Premises prior to
the Commencement Date. Any such entry into the Premises shall be at Tenant's
risk and Landlord shall not be liable for any personal injury, death, or
property damage which may be suffered in or about the Premises by Tenant or its
employees, agents, contractors, suppliers or workmen, and Tenant hereby
indemnifies landlord therefrom.

                          Article 4 Tenant's Covenants

         4.01.    Payments by Tenant. Tenant agrees to timely pay the Rent and
all sums provided to be paid to Landlord hereunder at the times and in the
manner herein provided and to at all times occupy and conduct business in the
Premises.

         4.02.    Real Property Taxes.

         (a)      Landlord shall pay all real property taxes applicable to the
Premises. Notwithstanding the foregoing, Tenant shall pay, in addition to the
Rent, the amount, if any, by which the real property taxes applicable to the
Premises increase over the first fiscal year after the commencement of the Term
hereof in which the Premises are fully assessed. Such payment shall be made by
Tenant within fifteen days after the receipt of Landlord's written statement
setting forth the amount of such increase and the computation thereof. If the
term of this Lease does not expire concurrently with the expiration of the
fiscal tax year, Tenant's liability for increased taxes for the last partial
lease year shall be prorated on an annual basis. If Tenant shall fail to pay any
such portion of the real property taxes, Landlord shall have the right to pay
the same, in which case Tenant shall repay the amount so paid by Landlord,
including penalties and interest, if any, within ten days of the date of payment
by Landlord, and Tenant shall pay Landlord, interest on such amount from the
date the taxes were owing to the taxing authority to the date Tenant reimburses
Landlord at the prime plus two percent, with prime being prime offered by First
Interstate Bank of Texas.

                                       3

<PAGE>

         (b)      For purposes herein, real property taxes shall include all
assessments, levies, penalties or taxes assessed against the Premises or the
real property which the Premises are a part, by any government or authority
having taxing jurisdiction over the same, including, without by way of
limitation, any city, county, state, or federal governmental agency, or any
school district or municipal utility district.

         4.03.    Personal Property Taxes. Tenant shall cause its trade
fixtures, furnishings, equipment and/or the personal property to be assessed and
billed separately from the property of Landlord.

         4.04.    Utilities. Tenant shall pay for all water, gas, heat, light,
power, air conditioning, telephone and other utilities and services supplied to
the Premises. If any of such services are not separately metered to Tenant,
Tenant shall pay such a proportion of all charges jointly metered as is
determined by Landlord to represent a reasonable allocation for the utility
services to the Premises.

         4.05.    Repairs by Tenant. Tenant shall, at its cost, repair or
replace any damage to the Premises, or any part thereof, caused by Tenant or
Tenant's agents, employees, invitees, or visitors; provided if Tenant fails to
make such repairs or replacements promptly, Landlord may, at its option, make
such repairs or replacements and the cost thereof shall be payable by Tenant on
demand as a part of the Rent hereunder, and failure of Tenant to pay such costs
within ten days shall constitute a failure to pay Rent when due and an Event of
Default (hereinafter defined) by Tenant hereunder. Additionally, in such event,
Tenant shall pay Landlord interest on such amount from the date the amount was
owing to Landlord to the date Tenant reimburses Landlord at the prime rate of
interest plus two percent (2%), with prime being the prime offered by First
Interstate Bank of Texas.

         4.06.    Care of the Premises. Tenant shall not commit or allow any
waste or damage to be committed on or to any portion of the Premises, and at the
expiration or termination of this Lease, Tenant shall deliver up the Premises to
Landlord in as good condition as on the date of possession by Tenant, ordinary
wear and tear excepted. Tenant shall, during the term of this Lease, keep in
good order, condition and repair, the Premises, including, but not limited to
every part thereof, including any air-conditioning and heating equipment,
plumbing, and other fixtures or equipment placed on or owned by Landlord, and
all sidewalks, landscaping, driveways, parking lots, fences and signes located
in the areas which are included within the Premises. Landlord shall keep in good
order and repair the structural portion of the premises unless any such repairs
shall be necessary on account of any action or negligence of Tenant, in which
case Tenant shall be responsible for repairs.

         4.07.    Assignment of Sublease.

         (a)      Tenant shall not assign this lease or sublease the Premises or
any part thereof or mortgage, pledge or hypothecate its leasehold interest or
grant any concession or license within the Premises (any such assignment,
sublease, mortgage, pledge hypothecation, or grant of a concession or license
being hereinafter referred to in this Section 4.07 as a "Transfer") without the
prior express written permission of Landlord, and any attempt to effect a
Transfer without such permission of Landlord shall be void and of no effect.
Such permission shall not be unreasonably withheld by Landlord.

                                       4

<PAGE>

         (b)      Regardless of Landlord's consent, no subletting or assignment
shall release Tenant of Tenant's obligation to pay the rent and to perform all
other obligations to be performed by Tenant hereunder for the term of this
Lease. The acceptance of rent by Landlord from any person other than Tenant
shall not be deemed to be a waiver by Landlord of any provision hereof. Consent
to one assignment or subletting shall not be deemed consent to any subsequent
assignment or subletting.

         4.08.    Alterations, Additions, Improvements. Tenant will make no
alteration, change, improvement, repair, replacement or addition to the Premises
without the prior written consent of Landlord, whether or not Landlord has
actual knowledge or should have actual knowledge of such alteration, addition or
improvement. Tenant may remove its trade fixtures, office supplies and movable
office furniture and equipment not attached to the Premises provided Tenant
promptly repairs all damage caused by such removal. All other property at the
Premises and any alteration or addition to the Premises and any other articles
attached or affixed to he floor, wall, or ceiling of the Premises is a part of
the property of Landlord and shall be surrendered with the Premises as part
thereof at the termination or expiration of this Lease, without payment or
compensation therefor. If, however, Landlord so requests in writing, Tenant
will, prior to termination or expiration of this Lease, remove any and all
alterations, additions, fixtures, equipment and property placed or installed by
Tenant or installed by Landlord at Tenant's expense in the Premises and will
repair any damage caused by such removal.

         4.09.    Access by Landlord. Tenant shall permit Landlord or its agent
or representatives to enter into and upon any part of the Premises at all
reasonable hours to inspect same; to clean, to make repairs, alterations or
additions thereto, as Landlord may deem necessary or desirable; to show the
Premises to prospective purchasers or tenants; or for any other purpose deemed
reasonable by Landlord; and Tenant shall not be entitled to any abatement or
reduction of Rent by reason thereof.

                           Article 5 Mutual Covenants

         5.01.    Condemnation, Loss or Damage. If the Premisses or any part
thereof shall be taken or condemned for any public purpose (or conveyed in lieu
or in settlement thereof) such an extent as to render the remainder of the
Premises not reasonably suitable for occupancy, this Lease shall, at the option
of either party, forthwith cease and terminate, and all proceeds from any taking
or condemnation of the Premises shall belong to and be paid to Landlord. If this
Lease is not so terminated, Landlord shall repair any damage resulting from such
taking, to the extent and in the manner provided in Section 5.02 and Rental
hereunder shall be abated to the extent the Premises are rendered untenantable
during the period of repair and thereafter be adjusted on an equitable basis
considering the areas of the Premises taken and remaining.

         5.02.    Fire or Other Casualty, Certain Repairs

         (a)      In the event of a fire or other casualty in the Premises,
Tenant shall immediately give notice thereof to Landlord. If the Premises shall
be partially destroyed by fire or other casualty so as to render the Premises
untenantable in whole in part, the Rent provided for herein shall abate as-to
the portion of the Premises rendered untenantable until such time as the
Premises are made tenantable, and Landlord agrees to commence and prosecute such
repair work promptly and with reasonable diligence. If such destruction results
in the Premises being untenantable in substantial part for a period reasonably
estimated by Landlord to be six months or longer after Landlord's insurance
settlement, or in the event of total or substantial damage or destruction of

                                       5

<PAGE>

the Premises where Landlord decides not to rebuild, then all Rent owed up to the
date of such damage or destruction shall be paid by Tenant and this Lease shall
terminate upon notice thereof to Tenant. Landlord shall give Tenant written
notice of its decisions, estimates or elections under this Section 5.02 within
sixty days after such damage or destruction.

         (b)      Should Landlord elect to effect any repairs under Sections
5.01 or 5.02 (a), Landlord shall only be obligated to restore or rebuild the
Premises to a condition existing immediately prior to such damage. In the event
the Rent or any portion of the Rent is abated under Sections 5.01 or. 5.02 (a),
the expiration date of the Term specified in Section 1.02 shall be extended for
the period of such abatement.

         5.03.    Holding Over. If Tenant should remain in possession of the
Premises after the termination or expiration of the Term without the execution
by Landlord and Tenant of a new lease, then Tenant shall be deemed to be
occupying the Premises as tenant-at-sufferance, subject to all the covenants and
obligations of this Lease, except that the daily Rent shall be twice the per day
Rent in effect immediately prior to such expiration or termination, but such
holding over shall not extend the Term.

         5.04.    Assignment by Landlord. Landlord shall have the right to
transfer and assign, in whole or in part, all its rights and obligations
hereunder and in the Premises.

         5.05.    Recourse Limitation. Tenant specifically agrees to look solely
to Landlord's interest in the Premises for the recovery of any judgment from
Landlord, it being agreed that Landlord shall never be personally liable for any
such judgment. The provision contained in the foregoing sentence shall not limit
any right that Tenant might otherwise have to obtain injunctive relief against
Landlord, or any other action not involving the liability of Landlord to respond
in monetary damages from assets other than Landlord's interest in the Premises.

         5.06.    Control of Premises, Common Areas and Parking Facilities by
Landlord. Landlord shall have the right from time to time to establish, modify
and enforce reasonable rules and regulations with respect to the Premises,
facilities, all automobile parking areas and common areas of any kind or
character.

         5.07.    Independent Obligations. The obligation of Tenant to pay all
rent and other sums hereunder provided to be paid by Tenant and the obligation
of Tenant to perform Tenant's other covenants and duties hereunder constitute
independent, unconditional obligations to be performed at all times provided for
hereunder, save and except only when an abatement thereof or reduction therein
is hereinabove expressly provided for and not otherwise. Tenant waives and
relinquishes all rights which Tenant might have to claim any nature of lien
against or withhold, or deduct from or offset against any rent and other sums
provided hereunder to be paid Landlord by Tenant.

                         Article 6 Default and Remedies

         6.01.    Default by Tenant

         (a)      Each of the following occurrences relative to Tenant shall
constitute an "Event of Default":

                                       6

<PAGE>

         (1)      Failure or refusal of Tenant to make the timely payment of any
Rent payable under this Lease when and as the same shall become due and payable,
provided Landlord has given Tenant five calendar days written notice of the
same;

         (2)      The abandonment or vacating of the Premises or any significant
portion thereof;

         (3)      Failure by Tenant in the performance or compliance with any of
the agreements, terms, covenants, or conditions provided in this Lease, other
than those referred to in (1) or (2) above, for a period of fifteen days after
notice from Landlord to Tenant specifying the items in default provided,
however, that if the nature of Tenant's default is such that more than fifteen
days are reasonably required for its cure, then Tenant shall not be deemed to be
in default if Tenant commenced such cure within said fifteen day period and
thereafter diligently prosecuted such cure to completion;

         (4)      Tenant shall fail to take possession of the Premises when
Landlord notifies Tenant that the same are ready for occupancy;

         (5)      The occurrence or any other event herein provided to be an
Event of Default.

         6.02.    Landlord Remedies

         (a)      This Lease and the Term and estate hereby make are subject to
the limitation that if and whenever any Event of Default shall occur, Landlord
may, at its option and without further written notice to Tenant, do any one or
more of the following:

         (1)      Terminate this Lease, in which event Tenant shall immediately
surrender possession of the Premises to Landlord;

         (2)      Enter upon and take possession of the Premises and expel or
remove Tenant and any other occupant therefrom with or without having terminated
the Lease;

         (3)      Apply all or any portion of the Security Deposit to cure such
Event of Default;

         (4)      Alter locks and other security devices at the Premises;

         (5)      Seek such other remedies as may be available at law or in
equity.

         (b)      Exercise by Landlord of any one or more remedies shall not
constitute an acceptance of surrender of the Premises by Tenant, it being
understood that such surrender can be effected only by the written agreement of
Landlord and Tenant.

         (c)      If Landlord terminates this Lease by reason of any Event of
Default, Tenant shall pay to Landlord the sum of all Rent and other indebtedness
accrued hereunder to the date of such termination, the amounts stated in Section
6.02 (e) hereof, plus, as liquidated damages, an amount equal to the then
present value of the Rent and all other indebtedness as would otherwise have
been required to be paid by Tenant to Landlord during the period following the
termination of the Term measured from the date of such termination to the
Termination Date stated in Section 1.02.

         (d)      If Landlord repossesses the Premises without terminating the
Lease, then Tenant shall pay to Landlord all Rent and other indebtedness accrued
to be paid by Tenant during the

                                       7

<PAGE>

remainder of the Term, diminished by any net sums thereafter received by
Landlord through reletting the Premises during said period (after deducting
expenses incurred by Landlord as provided below); reentry by Landlord will not
affect the obligations of Tenant for the unexpired Term. Tenant shall not be
entitled to any excess of any Rent obtained by reletting over the Rent herein
reserved. Actions to collect amounts due by Tenant may be brought on one or more
occasions, without the necessity of Landlord's waiting until expiration of the
Term.

         (e)      In case of an Event of Default, to the extent the same were
not paid or deducted, as appropriate, under Section 6.02 (c) or (d), Tenant
shall also pay to Landlord; (i) broker's fees incurred by Landlord in connection
with reletting the whole or any part of the Premises; (ii) the cost of removing
and storing Tenant's or any other occupant's property; (iii) the cost of
repairing, altering, remodeling or otherwise putting the Premises into condition
acceptable to a new tenant or tenants; and (iv) all reasonable expenses incurred
by Landlord in enforcing Landlord's remedies, including reasonable attorney's
fees and court costs.

         (f)      Upon termination or repossession of the Premises for an Event
of Default, Landlord shall not be obligated to relet or attempt to relet the
Premises, or any portion thereof, or to collect rental after reletting, but
Landlord shall have the option to relet or attempt to relet. In the event of
reletting, Landlord may relet the whole or any portion of the Premises for any
period, to any tenant, and for any use and purpose.

         (g)      If Tenant should fail to make any payment, perform any
obligation, or cure any default hereunder, Landlord, without obligation to do so
and without thereby waiving such failure or default, make such payment, perform
such obligation, and/or remedy such other default for the account of Tenant (and
enter the Premises for such purpose), and Tenant shall pay upon demand all
costs, expenses and disbursements (including reasonable attorney's fees)
incurred by Landlord in taking such remedial action, plus interest thereon at
prime plus two percent, with prime being prime offered by First Interstate Bank
of Texas.

         6.03.    Non-Waiver. Neither acceptance of rent by Landlord nor failure
by Landlord to complain of any action, non-action or default of Tenant shall
constitute a waiver of any of Landlord's rights hereunder. Waiver by Landlord of
any right for any default of Tenant shall not constitute a waiver of any right
for either a subsequent default of the same obligation or any other default.

         6.04.    Remedies Cumulative. The remedies of Landlord hereunder shall
be deemed cumulative and no remedy of Landlord, whether exercised by Landlord or
not, shall be deemed to be in exclusion of any other.

         6.05.    Default by Landlord. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a reasonable
time, but in no event later than 30 days after written notice by Tenant to
Landlord.

                               Article 7 Insurance

         7.01.    Insurance, Subrogation, Liability, Indemnity and Waiver

         (a)      Fire and Extended Coverage. Tenant shall maintain at its sole
expense fire and extended coverage insurance with vandalism and malicious
mischief endorsements and a sprinkler leakage endorsement (where applicable), on
all of its personal property, including

                                       8

<PAGE>

removable trade fixtures, located in the Premises and on leasehold improvements
and all additions and improvements made by Tenant, in an amount not less than
the full replacement cost thereof with a deductible in an amount not greater
than $5,000.00.

         (b)      Comprehensive General Liability. Tenant shall, at its sole
expense, maintain in effect at all times comprehensive general liability
insurance, including contractual liability coverage issued by and binding upon a
solvent insurance company authorized to do business in Texas and satisfactory to
Landlord, with bodily injury limits of not less than $1,000,000 for each
occurrence and $2,000,000 in the aggregate, and property damage liability limits
of not less than $250,000 for each occurrence and $500,000 in the aggregate.

         (c)      Waiver of Subrogation. Tenant and Landlord each waive any and
all rights or recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss of or damage to such waiving
party or its property or the property of others under its control, where such
loss or damage is insured against under any insurance policy in force at the
time of such loss damage. Tenant shall, upon obtaining the policies of insurance
required under the provisions of the Lease, give notice to the insurance
carriers that the foregoing mutual waiver of subrogation is contained in this
Lease, provided, however that this waiver shall be ineffective against any
insurer of Landlord or Tenant to the extent that such waiver (i) is prohibited
by the laws and insurance regulations of the State of Texas or (ii) would
invalidate any insurance coverage of Landlord and Tenant. The waiver set forth
in this Section shall not apply to any deductibles on policies carried by
Landlord nor to any co-insurance penalty which Landlord might sustain unless
otherwise provided for herein.

         (d)      Indemnity. Except for any of the claims, rights of recovery
and causes of action that either party has released and waived pursuant to
Section 7.01 (c). Landlord shall not be liable to Tenant or to Tenant's
employees, agents or visitors, or to any other person whomsoever, for any injury
to persons or damage to property on or about the premises or any adjacent area
owned by Landlord caused by the negligence of Tenant, its employees, subtenants,
licensees or any other person entering the premises under express or implied
invitation of Tenant, or arising out of the use of the premises by Tenant and
the conduct of its business therein, or arising out of any breach or default by
Tenant in the performance of its obligations hereunder; and Tenant hereby agrees
to indemnify Landlord and hold it harmless from any loss, expense or claims
arising out of such damage or injury. Tenant shall not be liable to Landlord or
Landlord's employees, agents, or visitors, or to any other person whomsoever,
for any injury to person or damage to property on or about the Premises caused
by the negligence of Landlord or its employees, or arising out of any breach or
default by Landlord in the performance of its obligations hereunder; and
Landlord hereby agrees to indemnify Tenant and hold it harmless from any loss,
expense or claims arising out of such damage or injury.

         (e)      Waiver. Landlord and Landlord's agents and employees shall not
be liable to Tenant except for any claims arising out of Landlord's sole gross
negligence, or any injury to persons or damage to property resulting from the
premises or other premises owned by Landlord becoming out of repair or by defect
in or failure of equipment manufactured and maintained by Landlord, pipes, or
wiring, or broken glass or by the backing up of drains, or by gas, water, steam,
electricity or oil leaking, escaping or flowing into the demised premises,
regardless of the source, or by dampness or by fire, explosion, falling plaster
or ceiling, except where such injury or damage shall be due to Landlord's
failure to make repairs required to be made hereunder, after the expiration of a
reasonable time after written notice to Landlord to the need of such repairs.
Landlord shall not be liable to Tenant for any loss of damage that may be
occasioned by or

                                       9

<PAGE>

through the acts of omissions of other tenants of the Landlord or caused by
operations in construction of any private, public or quasi-public work, or of
any other persons whomsoever, excepting only duly authorized employees and
agents of Landlord.

                             Article 8 Miscellaneous

         8.01.    Venue, Governing Law. This Lease shall be governed by the laws
of the State of Texas. All monetary and other obligations of Landlord and Tenant
are performable exclusively in Houston, Harris County, Texas.

         8.02.    Captions. Article and paragraph captions. are not a part
hereof.

         8.03.    Notice. Any notice which may or shall be given under the terms
of this Lease shall be in writing and shall be either delivered by hand or sent
by United States Registered or Certified Mail, postage prepaid, if for Landlord
to The Texas Development Company, Attention: J. R. Cheatham, 12225-A F.M. 529,
Northwoods Industrial park, Houston, Texas 77041; or if for Tenant (i) prior to
the Commencement Date to 1134 Market Street, Wheeling, WV 26003, or (ii)
subsequent to the Commencement Date to the address for the Premises. Such
addresses may be changed from time to time by either party by giving notice as
provided above. Notice shall be deemed given when delivered (if delivered by
hand) or when postmarked (if sent by mail).

         8.04.    Entire Agreement, Binding Effect and Severability. This Lease
and any written addenda and all exhibits hereto (which are expressly
incorporated herein by this reference) shall constitute the entire agreement
between Landlord and Tenant. No prior written or prior or contemporaneous oral
promises or representations shall be binding. This Lease shall not be amended,
changed or extended except by written instrument signed by both parties hereto.
The provisions of this Lease shall be binding upon and inure to the benefit of
the heirs, executors, administrators, successors and assigns of the parties, but
this provision shall in no way alter the restrictions on assignment and
subletting applicable to Tenant hereunder. If any provision of this Lease or the
application thereof to any person or circumstance shall at any time or to any
extent be held invalid or unenforceable, and the basis of the bargain between
the parties hereto is not destroyed or rendered ineffective thereby, the
remainder of this Lease or the application of such provision to persons or
circumstances other than those as to which is held invalid or unenforceable
shall not be affected thereby.

         8.05.    Right of Reentry. Upon the expiration or termination of the
Term for whatever cause, Landlord shall have the right to immediately reenter
and reassume possession of the Premises and remove Tenant's property therefrom
or secure such property therein, and Tenant expressly acknowledges such right.

         8.06.    Number and Gender; Captions; References. Pronouns, where used,
of what-ever gender, shall include natural persons, corporations, and
associations of every kind and character, and the singular shall include the
plural and vice versa where and as often as may be appropriate. Article and
section headings under this Lease are for convenience of reference and shall no
affect the construction or interpretation of this Lease. Whenever the terms
"hereof", "hereby", "herein", or words of similar importance are used in this
Lease, they shall be construed as referring to this Lease in its entirety rather
than to a particular section or provision, unless the context specifically
indicates to the contrary. Any reference to a particular "Article" or "Section"
shall be construed as referring to the indicated article or section of this
Lease.

                                       10

<PAGE>

         8.07.    Authority. Tenant represents and warrants that the undersigned
is duly authorized to execute and deliver this Lease. Specifically, in the event
Tenant is a corporation, Tenant represents and warrants that the undersigned is
duly authorized to execute and deliver this Lease on behalf of said corporation
and in accordance with a duly adopted resolution of the Board of Directors of
said corporation.

         8.08.    Time of Essence. In all instances where any act is required at
a particular indicated time or within an indicated period, it is understood and
stipulated that time is of the essence.

         8.09.    Building Integrity. Landlord warrants that the Premises was
designed by a Registered Professional Engineer and was built in accordance with
applicable specifications and codes as required by the city of Jacinto City,
Texas.

         Effective the 21 day of Sept, 1988.

                                                 "LANDLORD"

                                                 The Texas-Development Company
                                                 Northwoods Industrial Park,
                                                 12225-A F.M. 529
                                                 Houston, Texas 77041

Date: 9/21/88                                    By: /s/ J. R. Cheatham
                                                     ---------------------------
                                                       J. R. Cheatham
                                                       Manager of Real Estate

                                                 "TENANT"

                                                 Wheeling-Pittsburgh Steel
                                                 Corporation
                                                 1134 Market Street
                                                 Wheeling, WV 26003

Date: 9/10/88                                    By:[signature illegible]
                                                    ----------------------------

                                       11

<PAGE>

                            STANDARD INDUSTRIAL LEASE

1.       PARTIES. This Lease. dated for reference purposes only, January 16,
1986 is made by and between The Texas Development Company (herein called
"Landlord") and Texas Decks, Incorporated (herein called "Tenant").

2.       PREMISES. Landlord hereby leases to Tenant and Tenant leases from
Landlord for the term, at the rental, and upon all of the conditions set forth
herein, that certain real property situated in the County of Harris, State of
Texas, commonly known as 4204 Fidelity Road, Fidelity Industrial Park, Houston,
Texas and more fully described in Exhibits A & B a true and correct copy of
which is attached hereto and incorporated herein by reference for all purposes.
Said real property, including the land and all improvements hereon, is herein
called "the Premises".

3.       TERM.

         3.1      Term. The term of this Lease shall be for sixty (60) months
commencing on August 1, 1986, and ending on July 31, 1991 unless sooner
terminated pursuant to any provision hereof.

         3.2      Possession. Tenant is deemed to currently have possession.

4.       RENT.

         4.1      Rent. Tenant shall pay to Landlord as rent for the Premises
monthly installments as shown on the Exhibit "C". Rent for any period during the
term hereof which is for less than one month shall be a pro rata portion of the
monthly installment. Rent shall be payable without notice or demand and without
any deduction, offset, or abatement in lawful money of the United States of
America to Landlord at the address stated herein or to such other persons or at
such other places as Landlord may designate in writing.

         4.2      Tenants obligation to pay rent shall commence upon delivery of
possession as described in Paragraph 3.4 of this Lease. However, the first
month's rent and the security deposit as described in Paragraph 5, is due and
payable upon execution of this agreement. Landlord acknowledges that it has
already received and is continuing to hold said security deposit.

         4.3      Additional Charges. It is understood that Landlord shall
receive the rent set forth in Article 4.1 free and clear of any and all
impositions, taxes, real estate taxes, liens, charges or expenses which arise or
may be contemplated under any provisions of this Lease during the term hereof.
All of such charges, costs and expenses shall constitute additional charges, and
upon the failure of Tenant to pay any such costs, charges or expenses, Landlord
shall have the same rights and remedies as otherwise provided in this Lease for
the failure of Tenant to pay rent. It is the intention of the parties hereto
that this Lease shall not be terminable for any reason by Tenant and that Tenant
shall in no event be entitled to any abatement or reduction in rent payable
hereunder, except as herein expressly provided. Any present or future laws to
the contrary shall not alter this agreement of the parties. With respect to real
estate taxes, the above shall apply, except as modified in Paragraph 10.1 below;
that is, Tenant shall be responsible for real estate taxes applicable to the
Premises only.

                                       1

<PAGE>

5.       SECURITY DEPOSIT.

Tenant shall deposit with Landlord upon execution hereof the sum of Nine
thousand nine hundred seventy five/00 (9,975.00) Dollars as security for
Tenant's faithful performance of Tenant's obligations hereunder. If Tenant fails
to pay rent or other charges due hereunder, or otherwise defaults with respect
to any provision of this Lease, Landlord may use, apply or retain all or any
portion of said deposit for the payment of any rent or other charge in default
or for the payment of any other sum to which Landlord may become obligated by
reason of Tenant's default, or to compensate Landlord for any loss or damage
which Landlord may suffer thereby. If Landlord so uses or applies all or any
portion of said deposit, Tenant shall, within ten (10) days after written demand
therefor, deposit cash with Landlord in an amount sufficient to restore said
deposit to the full amount hereinabove stated and Tenant's failure to do so
shall be a breach of this Lease, and Landlord may at his option terminate this
Lease. Landlord shall not be required to keep said deposit separate from its
general accounts. If Tenant performs all of Tenant's obligations hereunder, said
deposit or so much thereof as had not theretofore been applied by Landlord shall
be returned, without payment of interest or other increment for its use, to
Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's
interest hereunder) within fifteen (15) days after the expiration of the term
hereof, or after Tenant has vacated the Premises, whichever is later. Landlord
acknowledges that it has already received and is continuing to hold said
security deposit.

6.       USE.

         6.1      Use. The Premises shall be used and occupied only for
manufacturer of steel deck and any other lawful activities consistent with use
in the rest of the Industrial Park.

         6.2      Compliance with Law. Tenant shall, at Tenant's expense, comply
promptly with all applicable statutes, ordinances, rules, regulations, orders,
restrictions and requirements in effect during the term or any part of the term
hereof regulating the use by Tenant of the Premises. Tenant shall not use or
permit the use of the remises in any manner which will tend to create waste or
nuisance or, if there shall be more than one tenant of the building containing
the Premises, which shall tend to unreasonably disturb such other tenants.

         6.3      Condition of Premises. Tenant hereby accepts the Premises in
the condition existing as of the date of the possession hereunder, subject to
all applicable zoning, municipal [illegible text] use of the Premises, and
accepts this Lease subject thereto and to all matters disclosed thereby and by
any exhibits attached hereto. Tenant acknowledges that neither Landlord nor
Landlord's agent has made any representation or warranty as to the suitability
or fitness, or both, of the Premises for the Conduct of Tenant's business.

         6.4      Signs. All signs of any nature whatsoever, either temporary or
permanent, whether free standing or affixed to any structure, shall be approved
in writing by the Landlord.

         6.5      Screening.

         (a)      The right of the Tenant to use any building or buildings shall
not be construed to permit the keeping of articles, goods, materials,
incinerators, storage tanks, refuse containers or like equipment in the open or
exposed to public view. If it shall become necessary to store or keep such
materials or equipment in the open, they shall be screened from view in a manner

                                       2

<PAGE>

approved in writing by Landlord. No storage shall be permitted closer to a
dedicated street than the building setback line.

         (b)      Water tower, storage tanks, processing equipment, stand fans,
sky lights, cooling towers, communications towers, vents and other structures or
equipment shall be architecturally compatible or effectively shielded from
public view by an architecturally sound method approved in writing by Landlord
before construction or erection of said structures or equipment. In no event
shall materials or like equipment be placed within the building set back line.

         6.6      Insurance Cancellation. Notwithstanding the provisions of
Article 6.1 hereinabove, no use shall be made or permitted to be made of the
Premises nor acts done which will cause the cancellation of any insurance policy
covering said Premises or any building of which the Premises may be a part, and
if Tenant's use of the Premises causes an increase in said insurance rates
Tenant shall pay any such increase.

         6.7      Tenant shall faithfully observe and comply with the rules and
regulations that Landlord shall from time to time promulgate. Landlord reserves
the right from time to time to make all reasonable modifications to said rules
and regulations. The additions and modifications to those rules and regulations
shall be binding upon tenant upon delivery of copy of them to Tenant. Landlord
shall not be responsible to Tenant for the nonperformance of any of said rules
and regulations by any other tenants or occupants.

7.       MAINTENANCE, REPAIRS AND ALTERATIONS.

         7.1      Tenant's Obligations. Tenant shall, during the term of this
Lease, keep in good order, condition and repair, the Premises, including every
part thereof including any air-conditioning and heating equipment, plumbing,
cranes, and other fixtures or equipment placed on owned by Landlord, and all
adjacent sidewalks, landscaping driveways, parking lots, fence and signs located
in the areas which are adjacent to and included within the Premises. Landlord
shall incur no expense nor have any obligation whatsoever in connection with
maintenance of the Premises, and Tenant expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford Tenant the right
to make repairs to Landlord's expense or to terminate this Lease because of
Landlord's failure to keep the Premises in good order, condition and repair.
Landlord shall keep in good or and repair the structural portions of the
Premises unless any such repairs shall be necessary on account of any action or
negligence or Tenant, in which case Tenant shall be solely responsible for such
repairs.

         7.2      Surrender. On the last day of the term hereof, or on any
sooner termination, Tenant shall surrender the Promises to Landlord in good
condition, broom clean, ordinary wear and tear fire, and other casualty
excepted. Tenant shall repair any damage to the Premises occasioned by its use
thereof, or by the removal of Tenant's trade fixtures, furnishings and equipment
pursuant to [illegible text]

         7.3      [illegible text] shall not be required to) enter upon the
Premises; after ten (10) days' prior written notice to Tenant, and put the same
in good order, condition and repair, and the cost thereof together with interest
thereon at the highest legal rate shall become due and payable as additional
rental to Landlord together with Tenant's next rental installment.

                                       3

<PAGE>

         7.4      Alterations and Additions.

         (a)      Tenant shall not, without Landlord's prior written consent,
make any alterations, improvements, or additions, in, on or about the Premises.
As a condition to giving such consent, Landlord may require that Tenant remove
any such alterations, improvements, additions or utility installations at the
expiration of the term, and to restore the Premises to its prior condition.

         (b)      Before commencing any work relating to alterations, additions
and improvements affecting the Premises, Tenant shall notify Landlord in writing
of the expected date of commencement thereof. Landlord shall then have the right
at any time and from time to time to post and maintain on the Premises such
notices as Landlord reasonably deems necessary to protect the Premises and
Landlord from mechanics' liens, materialmen's liens or any other liens. In any
event, Tenant shall pay, when due, all claims for labor or materials, or both,
furnished to or for Tenant at or for use on the Premises. Tenant shall not
permit any mechanics' or materialmen's liens to be levied against the Premises
for any labor or material furnished to Tenant or claimed to have been furnished
to Tenant or to Tenant's agents or contractors, or both, in connection with work
of any character performed or claimed to have been performed on the Premises by
or under the direction of Tenant.

         (c)      Unless Landlord requires their removal, as act forth in
Article 7.4(a), all alterations, improvements or additions which may be made on
the Premises shall become the property of Landlord and remain upon and be
surrendered with the Premises at the expiration of the term of this Lease.
Notwithstanding the provisions of this Article 7.4(c), Tenant's machinery,
equipment and trade fixtures, other than that which is affixed to the Premises
so that it cannot be removed without material damage to the Premises, shall
remain the property of Tenant and may be removed by Tenant subject to the
provisions of Article 7.2.

8.       INSURANCE; IMDEMNITY.

         8.1      Liability Insurance. Tenant shall obtain and keep in force
during the term of this Lease a policy of comprehensive public liability
insurance insuring Landlord and Tenant against any liability arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. Such insurance shall be in an amount of not less than
$1,000,000 for injury to or death of one person in one accident or occurrence.
Such insurance shall further insure Landlord and Tenant against liability for
property damage of at least $500,000.00. The limits of said insurance shall not,
however, limit the liability of Tenant hereunder. In the event that the Premises
constitutes a part of a larger property, said insurance shall have a Landlord's
Protective Liability endorsement attached thereto. If Tenant shall fail to
procure and maintain said insurance, Landlord may, but shall not be required to,
procure and maintain the same, but at the expense of Tenant. Landlord shall be
named as an additional insured.

         8.2      Property Insurance. The Tenant shall obtain and keep in force
during the term of this Lease a policy or policies of insurance covering loss or
damage to the Premises in the amount of the full replacement value thereof and
providing protection against all perils included within the classification of
fire, extended coverage, vandalism, malicious mischief, special extended perils
(all risk) and sprinkler leakage. Said insurance shall provide for payment for
loss thereunder to Landlord or to the holder of a first mortgage or deed of
trust on the Premises. If the Tenant shall fail to procure and maintain said
insurance, the Landlord may, but shall not be required to, procure and maintain
the same, but at the expense of Tenant. Tenant shall arrange for Landlord to be
named as an additional insured.

                                       4

<PAGE>

         8.3      Insurance Policies. Insurance required hereunder shall be in
companies rated A+ AAA or bettor in "Beat's Insurance Guide". The Tenant shall
deliver prior to possession to the Landlord copies of policies of such insurance
or certificates evidencing the existence and amounts of such insurance with loss
payable clauses satisfactory to Landlord. No such policy shall be cancellable or
subject to reduction of coverage or other modification except after ten (10)
days' prior written notice to Landlord. Tenant shall, within ten (10) days prior
to the expiration of such policies, furnish Landlord with renewals or "binders"
thereof, or Land-lord may order such insurance and charge the cost thereof to
Tenant, which shall be payable by Tenant upon demand. Tenant shall not do or
permit to be done anything which shall invalidate the insurance policies
referred to in articles 8.2 and 8.3. Tenant shall forthwith, upon Land-lord's
demand, reimburse Landlord for any additional premiums attributable to any act
or omission or operation of Tenant causing such increase in the cost of
insurance.

         8.4      Waiver of Subrogation. Tenant and Landlord each waives any and
all rights of recovery against the other, or against the officers, employees,
agents and representatives of the other, for loss of or damage to such waiving
party or its property or the property of others under its control, where such
loss or damage is insured against under any insurance policy in force at the
time of such loss or damage. Tenant and Landlord shall, upon obtaining the
policies of insurance required hereunder, give notice to the insurance carriers
that the foregoing mutual waiver of subrogation is contained in this Lease.

         8.5      Hold Harmless. Tenant agrees to indemnify, defend and hold
Landlord harmless from any, and all claims arising from Tenant's use of the
Premises or from the conduct of its business or from any activity, work or
things which may be permitted or suffered by Tenant in or about the Premises and
shall further indemnify, defend and hold Landlord harmless from and against any
and all claims arising from any breach or default in the performance of any
obligation on Tenant's part to be performed under the provision of this Lease or
arising from any negligence of Tenant or any of its agents, contractors,
employees or invitees and from any and all [illegible text] defense of such
claim or any action or proceeding brought thereon. Tenant hereby assumes all
risk of damage to property or injury to persons on or about the Premises from
any cause, and Tenant hereby waives all claims in respect thereof against
Landlord except for any claim arising out of Landlord's sole gross negligence
[illegible text].

         8.6      Exemption of Landlord from Liability. Tenant hereby agrees
that Landlord shall not be liable for injury to Tenant's business or any loss of
income therefrom or for damage to the goods, wares, merchandise or other
property of Tenant, Tenant's employees, invitees, customers, or any other person
on or about the Premises; nor shall Landlord be liable for injury to the person
of Tenant, Tenant's employees, agents or customers and invitees, whether such
damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of
pipes, sprinklers, wires, appliances, plumbing, cranes, air conditioning or
lighting fixtures, or from any other cause, whether the said damage or injury
results from conditions arising upon the Premises or upon other portions of the
building of which the Premises are a part, or from other sources or places, and
regardless of whether the cause of such damage or injury or the means of
repairing the same is inaccessible to Landlord or Tenant. Landlord shall not be
liable for any damages arising from any act or neglect of any other tenant, if
any, of the building in which the Premises are located. *,and except for any
claims arising out of Landlord's sole gross negligence,

                                       5

<PAGE>

9.       DAMAGE OR DESTRUCTION.

         9.1      In the event the improvements on the Premises are damaged or
destroyed, partially or totally, from any cause whatsoever, whether or not such
damage or destruction is covered by any insurance required to be maintained
under Article 8, the Tenant shall repair, restore, and rebuild the Premises to
its condition existing immediately prior to such damage or destruction and this
Lease shall continue in full force and effect. Such repair, restoration and
rebuilding (all of which are herein called the "repair") shall be commenced
within a reasonable time after such damage or destruction and shall be
diligently prosecuted to completion. There shall be no abatement of rent or of
any other obligation of Tenant hereunder by reason of such damage or
destruction.

         9.2      Damage/Uninsured. In the event the premises be damaged or
destroyed by a casualty which is not covered by fire and extended coverage
insurance carried by Landlord, the Landlord shall restore same, provided that if
the damage or destruction is to an extent greater than ten (10) percent of then
replacement cost of improvements on the Premises (exclusive of Tenant's trade
fixtures and equipment and exclusive of foundation). Then Landlord may elect not
to restore and to terminate this Lease.

         9.3      Damage Near End of Term. If the Premises are partially
destroyed or damaged during the last six (6) months of term of this Lease,
either party may cancel and terminate this Lease as of the date of occurrence if
such damage by giving written notice to the other party of its election to do so
within thirty (30) days after the date of occurrence of such damage.

         9.4      Prorations. Upon termination of thin Lease pursuant to this
Article 9, a pro rata adjustment of rent, based upon a thirty (30) day month,
shall be made. Landlord shall, in addition, return to Tenant so much of Tenant's
security deposit as has not theretofore been applied by Landlord.

         10.1     Payment of Tax Increase. Landlord shall pay all real property
taxes applicable to the Premises; provided, however, that Tenant shall pay in
addition to rent, the amount, if any by which real property taxes applicable to
the Premises increased over the taxes to the Premises in the year 1991. Such
payment shall be made by Tenant within fifteen (15) days after receipt of
Landlord'd written statement setting forth the amount of such increase and the
computation thereof. If the term of this lease does not [illegible text].

         10.2     Definition of "Real Property" Taxes. As used herein, the term
"real property tax" shall include any form of assessment, license fee, rent tax,
levy, penalty, or tax (other than inheritance or estate taxes or taxes on or
with reference to Landlords' general income) imposed by any authority having the
direct of indirect power to tax, including any city, county, state or federal
government, or any school, agricultural, lighting, water, drainage or other
improvement district thereof, as against any legal or equitable interest of
Landlord in the Premises or in the real property of which the Premises are a
part, as against Landlord's right to rent of other income therefrom, or as
against Landlord's business of leasing the Premises. Tenant shall pay any and
all charges and fees which may be imposed by the EPA or other similar government
regulations or authorities.

         10.3     Joint Assessment. If the Premises are not separately assessed,
Tenant's liability shall be an equitable proportion of the real property taxes
for all of the land and improvements

                                       6

<PAGE>

included within the tax parcel assessed. Such proportion shall be determined by
Landlord from the respective valuations assigned in the assessor's work sheets
or such other information as may be reasonably available. Tenant agrees that
Landlord's reasonable determination thereof, in good faith, shall be conclusive.

         10.4     Personal Property Taxes.

         (a)      Tenant shall pay, at least thirty (30) days prior to
delinquency, all taxes assessed against and levied upon leasehold improvements,
trade fixtures, furnishings, equipment and all other personal property of Tenant
contained in the Promises or elsewhere. Tenant shall cause said leasehold
improvements, trade fixtures, furnishings, equipment and all other personal
property to be assessed and billed separately from the real property of
Landlord.

         (b)      If any of Tenant's said personal property shall be assessed
with Landlord's real property. Tenant shall pay Landlord the taxes attributable
to Tenant within ten (10) days after receipt of a written statement setting
forth the taxes applicable to Tenant' s property.

11.      COMMON AREAS. When, in fact, there are common Areas, the following
shall apply;

         11.1     Definitions. The term "Common Areas" means all areas and
facilities outside the Premises that are provided and designated for the general
use and convenience of Tenant and other tenants and their respective officers,
agents and employees, customers, and invitees. Common Areas include, but are not
limited to, pedestrian sidewalks, landscaped areas, streets, roadways, parking
areas and railroad tracks, if any. Landlord reserves the right to from time to
time, make changes in the shape, size, location, number, and extent of the land
and improvements constituting the Common Areas. Landlord may, from time to time,
designate additional parcels of land for use as a part thereof. Any additional
land so designated by Landlord for such use shall be included until such
designation is revoked by Landlord.

         11.2     Maintenance. During the term of this Lease, Landlord or his
assigns shall operate, manage, and maintain the Common Areas so that they are
clean and free from accumulations of debris, filth, rubbish, and garbage. The
manner in which such Common Areas shall be so maintained, and the expenditures
for such maintenance, shall be at the sole discretion of Landlord. The use of
the Common Areas shall be subject to such reasonable regulations and changes
therein as Landlord shall make from time to time, including, but not limited to,
the right to close from time to time, if necessary, all or any portion of the
Common Areas to such an extent as may be legally sufficient, in the opinion of
Landlord's counsel, to prevent a dedication thereof or the accrual of rights of
any person or of the public therein, or to close, temporarily, all or any
portion of such Common Areas for such purposes.

         11.3     Tenant's Rights and Obligations. Landlord hereby grants to
Tenant during the term of this Lease the right to use, for the benefit of Tenant
and its officers, agents, employees, customers and invitees, in common with the
others entitled to such use, the Common Areas as they exist, subject to the
rights, powers, and privileges herein reserved to Landlord. Storage, either
permanent or temporary, of any materials, supplies or equipment in the Common
Area is strictly prohibited. Should Tenant violate this provision of the Lease,
Landlord may, at his option, either terminate this Lease or, without notice to
Tenant, remove said materials, supplies or equipment from the Common Area and
place such items in storage, the cost thereof to be reimbursed by Tenant within
ten (10) days from receipt of a statement submitted by Landlord. All subsequent
costs in connection with the storage of said items shall to paid to Landlord by
Tenant

                                       7

<PAGE>

as accrued. Failure of Tenant to pay these charges within ten (10) days from
receipt of statement shall constitute a breach of this Lease. Tenant and its
officers, agents, employees, customers, invitees and guests, shall park their
motor vehicles only in areas designated by Landlord for that purpose. Within
five (5) days after a request from Landlord, Tenant shall furnish to Landlord a
list of the license numbers assigned to its motor vehicles and those of its
officers, agents and employees. Tenant shall not at any time park or permit the
parking of motor vehicles belonging to it or to others so as to interfere with
the pedestrian sidewalks, roadways, including Northwoods Park Drive, and loading
areas or in any portion of the parking areas not designed by Landlord for such
use by Tenant. Should Tenant violate this provision of the Lease, Landlord may,
at his option, either terminate this Lease or, without notice to Tenant, remove
or cause to be removed any vehicle violating this provision in which case Tenant
agrees to indemnify and hold Landlord harmless from any liability resulting
therefrom. Tenant and its officers, agents, employees, customers, invitees and
guests shall at all times observe all posted speed limits in Northwoods
Industrial Park. Should Tenant violate this provision of the Lease, Landlord
may, at his option and upon ten (10) days notice, terminate this Lease. Tenant
agrees that receiving and shipping of goods and merchandise and all removal of
refuse shall be made only by way of the loading areas constituting part of the
Premises. Tenant shall repair, at its cost, all damages to the Common Areas
occasioned by its activities.

         11.4     Construction. Landlord, while engaged in constructing
Improvements or making repairs or alterations on or about the Premises or in its
vicinity, shall have the right to make reasonable use of the Common Areas.

12.      UTILITIES. Tenant shall pay for all water, gas, heat, light, power,
telephone and other utilities and services supplied to the Premises, together
with any taxes thereon. If any such services are not separately metered to
Tenant, Tenant shall pay a reasonable proportion, no determined by Landlord, of
all charges jointly metered with other premises.

13.      ASSIGNMENT AND SUBLETTING.

         13.1     Landlord's Consent Required. Tenant shall not voluntarily or
by operation of law assign, transfer, mortgage, sublet or otherwise transfer or
encumber all or any part of Tenant's interest in this Lease or in the Premises
without Landlord's prior written consent, which Landlord shall not unreasonably
withhold. Any attempted assignment, transfer, mortgage, encumbrance or
subletting without such consent shall be void and shall constitute a breach of
the Lease. Any transfer of Tenant's interest in this Lease or in the Premises
from Tenant by merger, consolidation or liquidation, or by any subsequent change
in the ownership of thirty (30%) percent or more of the capital stock of Tenant
shall be deemed a prohibited assignment within the meaning of this Article 13.

         13.2     No Release of Tenant. Regardless of Landlord's consent, no
subletting or assignment shall release Tenant of Tenant's obligation to pay the
rent and to perform all other obligations to be performed by Tenant hereunder
for the term of this Lease. The acceptance of rent by Landlord from any person
other than Tenant shall not be deemed to be a waiver by Landlord of any
provision hereof. Consent to one assignment or subletting shall not be deemed
consent to any subsequent assignment or subletting.

                                       8

<PAGE>

14.      DEFAULTS; REMEDIES.

         14.1     Defaults. The occurrence of any one or more of the following
events shall constitute a default and breach of this Lease by Tenant:

         (a)      The vacating or abandonment of the Premises by Tenant.

         (b)      The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of five (5) days after written notice
thereof from Landlord to Tenant.

         (c)      The failure by Tenant to observe or perform any of the
covenants, conditions, restrictions or provisions of this Lease to be observed
or performed by Tenant, other than described in Paragraph (b) above, where such
failure shall continue for a period of fifteen (15) days after written notice
thereof from Landlord to Tenant; provided, however, that if the nature of
Tenant's default is such that more than fifteen (15) days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if
Tenant commenced such cure within said fifteen (15) day period and thereafter
diligently prosecutes such cure to completion.

         (d)      (i) The making by Tenant of any general assignment, or general
arrangement for the benefit of creditors; (ii) the filing by or against Tenant
of a petition to have Tenant adjudged a bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Tenant, the same it dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Tenant's assets located on the Premises or of Tenant's
interest in this Lease, where possession is not restored to Tenant within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located on the Premises or of Tenant's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.

         14.2     Remedies in Default. In the event of any such default or
breach by Tenant, Landlord may at any time thereafter, with or without notice or
demand and without limiting Landlord in the exercise of any right or remedy
which Landlord may have by reason of such default or breach:

         (a)      Terminate Tenant's right to possession of the Premises by any
lawful means, in which case this Lease shall terminate and Tenant shall
immediately surrender possession of the Premises to Landlord. In such event,
Landlord shall be entitled to recover from Tenant all damages incurred by
Landlord by reason of Tenant's default including, but not limited to, the cost
of recovering possession of the Premises; expenses of reletting, including
necessary renovation and alteration of the Premises, reasonable attorney's fees
and any real estate commission actually paid; the value at the time of award by
the court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Tenant proves could be reasonably avoided;
and that portion of the leasing commission paid by Landlord applicable to the
unexpired term of this Lease. Unpaid installments of rent or other sums shall
bear interest from the date due at the highest legal rate. In the event Tenant
shall have abandoned the Premises, Landlord shall have the option of (i)
retaking possession of the Premises and recovering from Tenant the amount
specified in this Article 14.2(a), or (ii) proceeding under Article 14.2(b).

                                       9

<PAGE>

         (b)      Maintain Tenant's right to possession, in which case this
Lease shall continue in effect whether or not Tenant shall have abandoned the
Premises. In such event, Landlord shall be entitled to enforce all of Landlord's
rights and remedies under this Lease, including the right to recover the rent as
it becomes due hereunder.

         (c)      Pursue any other remedy now or hereafter available to Landlord
under the laws or judicial decisions of the State of Texas.

         14.3     Default by Landlord. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a reasonable
time, but in no event later than thirty (30) days after written notice by Tenant
to Landlord and to the holder of any first mortgage or deed of trust covering
the Premises whose name and address shall have theretofore been furnished to
Tenant in writing, specifying wherein Landlord has failed to perform such
obligation; provided, however, that if the nature of Landlord's obligation is
such that more than thirty (30) days are required for performance, Landlord
shall not be in default if Landlord commences performance within such thirty
(30) day period and thereafter diligently prosecutes the same to completion.

         14.4     Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of rent and other sums due hereunder will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges and late charges which may be imposed on
Landlord by the terms of any mortgage or trust deed covering the Premises.
Accordingly, if any installment of rent or any other sum due from tenant shall
not be received by Landlord or Landlord's designee within five (5) days after
written notice that said amount is past due, then Tenant shall pay to Landlord a
late charge equal to ten (10%) percent of such overdue amount. The parties
hereby agree that such late charge represents a fair and reasonable estimate of
the cast Landlord will incur by reason of late payment of Tenant. Acceptance of
such late charge by Landlord shall in no event constitute a waiver of Tenant's
default with respect to such overdue amount, nor prevent Landlord from
exercising any of the other rights and remedies granted hereunder.

15.      CONDEMNATION. If the Premises or any portion thereof are taken under
the power of eminent domain or sold by Landlord under the threat of the exercise
of said power (all of which is herein referred to as "condemnation"), this Lease
shall terminate as to the part so taken as of the date the condemning authority
takes title or possession, whichever occurs first. If more than twenty-five
(25%) percent of the floor area of any buildings on the Premises, or more than
twenty-five (25) percent of the land area of the Premises not covered with
buildings, is taken by condemnation, either Landlord or Tenant may terminate
this Lease, as of the date the condemning authority takes possession, by notice
in writing of such election within twenty (20) days after Landlord shall have
notified Tenant of the taking or, in the absence of such notice, then within
twenty (20) days after the condemning authority shall have taken possession.

         If this Lease is not terminated by either Landlord or Tenant, it shall
remain in full force and effect as to the portion of the Premises remaining,
provided the rental shall be reduced in proportion to the floor area of the
buildings taken within the Premises as bears to the total floor area of all
buildings located on the Premises. In the event this Lease is not so terminated
then Landlord agrees to, at Landlord's sole cost, and as soon as reasonably
possible, restore the Premises to a complete unit of like quality and character
as existed prior to the condemnation. All awards for the taking of any part of
the Promises or any payment made under the threat of the

                                       10

<PAGE>

exercise of the power of eminent domain shall be the property of Landlord,
whether made as compensation for diminution of value of the leasehold or for the
taking of the fee or as severance damages; provided, however, that Tenant shall
be entitled to any award for loss of or damage to Tenant's trade fixtures and
removable personal property, and relocation allowances.

16.      GENERAL PROVISIONS.

         16.1     Offset Statement.

         (a)      Tenant shall at any time, upon not less than ten (10) days
prior written notice from Landlord, execute, acknowledge and deliver to Landlord
a statement in writing (i) certifying that this Lease remain unmodified and in
full force and effect (or, if modified, stating the nature of such modification
and certifying that this Lease, as so modified, is in full force and effect) and
the date to which the rent, security deposit, and other charges are paid in
advance, if any, and (ii) acknowledging that there are, to Tenant's knowledge,
no uncured defaults on the part of Landlord hereunder, or specifying such
defaults, if any, which are claimed. Any such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer of the Premises.

         (b)      Tenant's failure to deliver such statement within such time
shall be conclusive upon Tenant (i) that this Lease is in full force and effect
without modification, except as may be represented by Landlord, (ii) that there
are no uncured defaults in Landlord's performance, and (iii) that not more than
one (1) month's rent has been paid in advance.

         (c)      If Landlord desires to finance or refinance the Premises, or
any part thereof, Tenant hereby agrees to deliver to any lender designated by
Landlord such financial statements of Tenant as may be reasonably required by
such lender. Such statements shall include the past three (3) years' financial
statements of Tenant. All such financial statements shall be received by
Landlord in confidence and shall be used only for the purposes herein set forth.

         16.2     Landlord's Interests. The term "Landlord" as used herein shall
mean only the owner or owners at the time in question of the fee title or a
tenant's interest in a ground lease of the Premises. In the event of any
transfer of such title or interest, Landlord herein named (and in case of any
subsequent transfers the then grantor) shall, after the date of such transfer,
be relieved of all liability as respects Landlord's obligations thereafter to be
performed; provided, however, that any funds in the hands of Landlord or the
then grantor at the time of such transfer, in which Tenant has an interest,
shall be delivered to the grantee. The obligations contained in this Lease to be
performed by Landlord shall, subject as aforesaid, be binding on Landlord's
successors and assigns only during their respective periods of ownership.

         16.3     Severability. The invalidity of any provision of this Lease,
as determined by a court of competent jurisdiction, shall in no way affect the
validity of any other provision hereof.

         16.4     Interest on Past-Due Obligations. Except as expressly herein
provided, any amount due to Landlord not paid when due shall bear interest at
the highest legal rate from the date due. Payment of such interest shall not
excuse or cure any default by Tenant under this Lease.

         16.5     Time of Essence. Time is of the essence.

         16.6     Captions. Article and paragraph captions are not a part
hereof.

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         16.7     Waivers. No waiver by Landlord of any provision hereof shall
be deemed a waiver of any other provision hereof 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
hereunder 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 so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such rent no waiver by Tenant of any provisions hereof
shall be deemed a waiver of any other provision hereof or of any subsequent
breach by Landlord of the same or any other provision.

         16.8     Holding Over. If Tenant remains in possession of the Premises
or any part thereof after the expiration of the term hereof with the express
written consent of Landlord, such occupancy shall be a tenancy from month to
month at a rental in the amount of the last monthly rental plus all other
charges payable hereunder, and upon the terms hereof applicable to
month-to-month tenancy.

         16.9     Cumulative Remedies. No remedy or election hereunder shall be
deemed exclusive, but shall, wherever possible, be with all other remedies at
law or in equity.

         16.10    Covenants and Conditions. Each provision of this Lease
performable by Tenant shall be deemed both a covenant and a condition.

         16.11    Binding Effect; Choice of Law. Subject to any provisions
hereof restricting assignment or subletting by Tenant and subject to the
provisions of Article 16.2, this Lease shall bind the parties, their personal
representatives, successors and assigns. This Lease shall be governed by the
laws of the State of Texas.

         16.12    Subordination.

         (a)      This Lease, at Landlord's option, shall be subordinate to any
ground lease, mortgage, deed of trust, or any other hypothecation for security
now or hereafter placed upon the real property of which the Premises are a part
and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Tenant's right to quiet possession of the
Premises shall not be disturbed if Tenant is not in default and so long as
Tenant shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms. If any
mortgagee, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust, or ground lease, and shall give written
notice thereof to Tenant, this Lease shall be deemed prior to such mortgage,
deed of trust, or ground lease, whether this Lease is dated prior to the date of
said mortgage, deed of trust or ground lease or the date of recording thereof.

         (b)      Tenant agrees to execute any documents required to effectuate
such subordination or to make this Lease prior to the lien of any mortgage, deed
of trust or ground lease, as the case may be, and failing to do so within three
(3) days after written demand, does hereby make, constitute and irrevocably
appoint Landlord as tenant's attorney in fact and in Tenant's name, place and
stead to do so.

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         16.13    Attorney's Fees. If either party named herein brings an action
to enforce the terms hereof or declare rights hereunder, the prevailing party in
any such action, on trial or appeal, shall be entitled to his reasonable
attorney's fees to be paid by the losing party as fixed by the court.

         16.14    Landlord's Access. Landlord and Landlord's agents shall have
the right to enter the Premises at reasonable times with reasonable notice for
the purpose of inspecting the same, showing the same to prospective purchasers
or lenders, and making such alterations, repairs, improvements or additions to
the Premises or to the building of which they are a part as Landlord may deem
necessary or desirable. Landlord may at any time place on or about the Premises
any ordinary "For Sale or Lease" signs, all without rebate of rent or liability
to Tenant.

         16.15    Auctions. Tenant shall not place any auction signs upon the
Premises or conduct any auction thereon without Landlord's prior written
consent.

         16.16    Merger. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Landlord, terminate all or any existing subtenancies or may, at
the option of Landlord, operate as an assignment to Landlord of any or all of
such subtenancies.

         16.17    Corporate Authority. If tenant is a corporation, each
individual executing this Lease on behalf of said Corporation represents and
warrants that he is duly authorized to execute and deliver this Lease on behalf
of said corporation in accordance with a duly adopted resolution of the Board of
Directors of said corporation, and that this Lease is binding upon said
corporation accordance with its terms.

17.      PERFORMANCE BOND. At any time Tenant either desires to or is required
to make any repairs, alterations, additions, improvements or utility
installations thereon, pursuant to Articles 7.4 or 9.2 herein, or otherwise,
Landlord may at his sole option require Tenant, at Tenant's sole cost and
expense, to obtain and provide to Landlord a lien and completion bond in an
amount equal to one and one-half (1-1/2) times the estimated cost of such
improvements, to insure Landlord against liability for mechanics' and
materialmen's liens and to insure completion of the work.

18.      NOTICES. Whenever, under this Lease, provision is made for any demand,
notice or declaration of any kind, or where it is deemed desirable or necessary
by either party to give or serve any such notice, demand or declaration to the
other party, it shall be in writing and served either personally or sent by
United States mail, postage prepaid, addressed at the addresses set forth
hereinbelow:

         To Landlord at: The Texas Development Company
                         12225-A FM 529, Northwoods Industrial Park
                         Houston, Texas 770141

                                                 COPY TO:
         To Tenant at:   Texas Decks, Inc.       Alan I. Falk, Esq.,
                         4204 Fidelity Road      Widett, Slater & Goldman, P.C.
                         Houston, Texas 77029    60 State Street
                                                 Boston, Mass. 02109

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19.      This Lease Agreement shall govern the relationship of Landlord and
Tenant, and shall supersede any prior negotiations, correspondence,
conversation, or other communications regarding facilities, delivery dates,
rental amounts, or any other terms applicable to this Lease, all of which are
merged herein.

20.      The Texas Development company hereby grants to Texas Ducks, Inc., an
option to renew the term of this Lease for an additional sixty (60) months at a
monthly rate not to exceed one hundred fifteen percent (115%) of the last months
rent under this term; provided, that Texas Decks, Inc., notify The Texas
Development Company in writing of its intention to exercise said option one
hundred twenty days (120) prior to the end of this term.

21.      Exhibit "D" is attached to and made a part of this Lease and serves as
a guarantee of the promises herein.

EXECUTED AT Houston, Tx.            "LANDLORD"

ON January 16, 1986                 The Texas Development Company
                                    12225-A FM 529
                                    Northwoods Industrial Park
                                    Houston, Texas 77041

                                    By:      /s/ J. Richard Cheatham
                                             -----------------------------------
                                             J. Richard Cheatham,
                                             President


EXECUTED AT                         "TENANT"
           -------------------      Texas Decks, Incorporated
ON                                  4204 Fidelity
  ----------------------------      Houston, Texas 77029
                                        By: [signature illegible]
                                            [text illegible]






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