Exhibit 10.17


THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED,  OR ANY  APPLICABLE  STATE  SECURITIES  LAW  AND  MAY  NOT BE  SOLD  OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE REGISTERED HOLDER OF
THIS WARRANT SHALL HAVE  DELIVERED  PRIOR WRITTEN NOTICE OF SUCH TRANSFER TO THE
COMPANY,  ACCOMPANIED BY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE  REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM SUCH
REGISTRATION, UNDER SAID ACT AND SUCH LAWS.

                        ---------------------------------

                               Date: August, 1997

                                     WARRANT

             To PURCHASE 650,000 SHARES OF (GLOBAL) COMMON STOCK OF
                        GLOBAL ENVIRONMENTAL CORP. (GLEN)

                      Void after 5:00 P.M. (Eastern Time),
                        August, 2002, as provided herein.

     THIS  CERTIFIES  that  Duncan-Smith  Co.  (the  "Holder"),  is  entitled to
purchase  from  Global   Environmental   Corp.  (the  "Company"),   a  New  York
corporation,  a total of Six Hundred  Fifty  Thousand  (650,000)  fully paid and
nonassessable shares of the Company's  Unregistered and Restricted Common Stock,
par value $.0001 per share,  ("Global  Common Stock")  exercisable at such times
and upon such terms as provided herein.

1.   Definitions. For the purpose of this Warrant:

     (a) "Common Stock" shall mean the Company's Common Stock, $.0001 par value,
     as the same may be adjusted from time to time hereafter.

     (b) "Initial Exercise Date" shall mean August, 1997.

     (c)  "Warrant"  shall mean this Warrant to purchase  Global Common Stock of
     the Company and any and all Warrants  which from time to time are issued in
     exchange or substitution for any outstanding  Warrant pursuant to the terms
     of this Warrant.

     (d)  "Warrant  Price"  shall  mean the price  per share at which  shares of
     Global Common Stock of the Company are purchasable hereunder, as such price
     may be adjusted from time to time hereunder.

     (e)  "Warrant  Shares"  shall mean the stock  purchased  upon  exercise  of
     Warrants.

2.   Exercise of Warrant.

     (a) This Warrant may be exercised, in whole or in part, as follows:

          (i) At any time,  and from time to time,  after the  Initial  Exercise
          Date and until 5:00 P.M.  (Eastern Time) on August,  2002, the Warrant
          Holder may purchase up to Six Hundred Fifty Thousand  (650,000) shares
          of Common  Stock of the  Company,  subject to  adjustment  as provided
          herein, at the Warrant Price of Twenty-five Cents ($0.25) per share.

     (b) In order to  exercise  this  Warrant,  the Holder  must  surrender  the
     Warrant,  with the Warrant Purchase  Agreement attached hereto as Exhibit A
     properly  completed  and duly  executed,  at the  principal  office  of the
     Company  at 17500  York  Road,  Hagerstown  Maryland  21740  or such  other
     location  which shall at that time be the  principal  office of the Company
     (the  "Principal  Office"),  and upon  payment  to it by wire  transfer  of
     immediately  available  funds to the order of the  Company of the  purchase
     price for the shares to be  purchased  upon such  exercise the Holder shall
     surrender  the  Warrant to the  Company  and the  Company  shall issue such
     shares. The person entitled to the shares so purchased shall be treated for
     all  purposes  as the holder of such  shares as of the close of business an
     the date of exercise and  certificates for the shares of stock so purchased
     shall be delivered to the person so entitled  within 10 days  following the
     date of exercise.  Upon  surrender of this Warrant to the Company or at the
     office  of its stock  transfer  agent,  if any,  with the  Assignment  Form
     attached hereto as Exhibit B duly executed and funds  sufficient to pay any
     transfer tax, the Company shall, without charge,  execute and deliver a new
     Warrant in the name of the assignee named in the  Assignment  Form and this
     Warrant  shall  promptly  be  canceled.  This  Warrant  may be  divided  or
     combined,  without charge,  with other warrants which carry the same rights
     upon  presentation  hereof at the office of the Company or at the office of
     its stock transfer agent, if any, together with a written notice specifying
     the names and  denominations  in which new  Warrants  are to be issued  and
     signed by the Holder hereof. The term "Warrant" as used herein includes any
     Warrants into which this Warrant may be divided or exchanged.

     (c) At the  request  of any  Holder  upon  the  surrender  of this  Warrant
     (whether for partial exercise or otherwise), the Company shall issue to the
     Holder  replacement  warrants therefor in such  denominations as the Holder
     may request.  Except for such changes in this Section 2 as may be necessary
     to  reflect  the  exercise  in part of this  Warrant or its  division  into
     separate  Warrants  representing  portions  hereof,  the  terms of any such
     replacement warrants shall be identical in all respects to the terms hereof

3.   Transfer.  This  Warrant  is  transferable,  in whole  or in  part,  at the
     principal office of the Company by the Holder thereof, in person or by duly
     authorized attorney,  upon presentation of the Warrant,  properly endorsed,
     for transfer.  Each holder of this Warrant,  by holding it, agrees that the
     Warrant,  when endorsed in blank,  may be deemed  negotiable,  and that the
     holder  thereof,  when the  Warrant  shall  have been so  endorsed,  may be
     treated by the Company and all other  persons  dealing  with the Warrant as
     the absolute  owner  thereof for any purpose and as the person  entitled to
     exercise the rights represented by the Warrant,  or to the transfer thereof
     on the books of the Company, any notice to the contrary notwithstanding. If
     this  Warrant  should be exercised in part only,  the Company  shall,  upon
     surrender  of this  Warrant  for  cancellation,  execute  and deliver a new
     Warrant evidencing the rights of the Holder thereof to purchase the balance
     of the shares purchasable  thereunder.  Upon receipt by the Company of this
     Warrant,  accompanied  by payment of the  purchase  price for the number of
     shares for which this Warrant is being exercised,  at its office, or by the
     stock  transfer  agent of the  Company at its  office,  in proper  form for
     exercise,  the  Holder  shall be deemed  to be the  holder of record of the
     shares of Common Stock  issuable upon such exercise,  notwithstanding  that
     the  stock  transfer  books of the  Company  shall  then be  closed or that
     certificates  representing  such  shares of Common  Stock shall not then be
     actually  delivered  to the  Holder.  Neither  this  Warrant nor any shares
     issued upon any  exercise  of this  Warrant  may be  transferred  except in
     compliance with the provisions of Paragraph 7 hereof.

4.   Certain Covenants of the Company. The Company covenants and agrees that the
     Company  shall  comply  with  all laws and  regulations  applicable  to the
     issuance of shares or other  securities  pursuant to the terms hereof.  All
     shares which may be issued upon the exercise of this  Warrant,  will,  upon
     issuance, be duly and validly issued, fully paid and nonassessable and free
     from all taxes,  liens and charges with respect to the issue  thereof.  The
     Company  further  covenants  and agrees that during the period within which
     the rights  represented by this Warrant may be exercised,  the Company will
     at all times have  authorized,  and  reserved for the purpose of issue upon
     exercise of the purchase  rights  evidenced by this  warrant,  a sufficient
     number of shares of its Common  Stock to provide  for the  exercise  of the
     rights represented by this Warrant.

5.   Adjustment of Warrant Price and Shares Issuable Upon Exercise.

     (a) It at any  time  while  all or any  portion  of  this  Warrant  remains
     outstanding and unexercised,  there occurs (i) any sale of shares of Common
     Stock at a price per share less than the Warrant  Price then  applicable to
     this Warrant, or (ii) any issuance of any security  convertible into shares
     of Common Stock with a conversion  price per share of less that the Warrant
     Price then applicable to this Warrant,  or (iii) any issuance of an option,
     warrant,  or other right to purchase  shares of common Stock at a price per
     share less than the Warrant Price then  applicable  to this Warrant  except
     for issuances of shares, options,  warrants or other convertible securities
     pursuant to (A) the Company's  stock option plan, as amended,  (B) existing
     options, warrants and other convertible securities, (C) the Warrant Covered
     by this Warrant  Certificate,  (D) any other  employee or director  benefit
     plan,  (E) any public  offering,  and (F) any Instrument or agreement if an
     adjustment  has already been made pursuant to the terms  hereof,  (any such
     sale or issuance  other than those excluded  above,  being called herein an
     "Adjustment  Event"),  then the total  number  of  shares  of Common  Stock
     purchasable  upon exercise of this Warrant shall be adjusted to that number
     of shares (calculated to the nearest tenth)  purchasable  immediately prior
     to the Adjustment Event,  multiplied by a fraction,  the numerator of which
     shall be the  number  of  shares  of  Common  Stock  outstanding  or deemed
     outstanding immediately following the Adjustment Event, and the denominator
     of which  shall be the sum of (x) the  number of  shares  of  Common  Stock
     outstanding  or  deemed  outstanding  immediately  prior to the  Adjustment
     Event, plus (y) the number of shares of Common Stock determined by dividing
     the  aggregate  purchase  and/or  conversion  price of the shares issued or
     deemed  issued  in the  Adjustment  Event by the  Warrant  Price in  effect
     immediately  prior to the  Adjustment  Event.  The number of Warrants shall
     remain the same,  but the  Warrant  Price  shall be adjusted to that amount
     determined  by  multiplying  the number of shares of Common Stock  issuable
     upon exercise of the Warrants  immediately prior to the Adjustment Event by
     the Warrant  Price then in effect and  dividing the result by the number of
     shares  issuable  upon exercise of the Warrants  immediately  following the
     Adjustment Event.

For purposes of this Section 5,

          (i) the  number  of  shares  of Common  Stock  "deemed  issued"  in an
          Adjustment  Event and the  number of  shares of Common  Stock  "deemed
          outstanding"  shall  Include that number of shares  issuable  upon the
          full  exercise of any  purchase  or  conversion  rights  granted by an
          option, warrant, right or convertible security issued in an Adjustment
          Event; and

          (ii) the  purchase  price of  shares  of Common  Stock  issuable  upon
          exercise of a right,  option or warrant  shall  include  the  purchase
          price of the  option,  warrant or right,  plus the price at which such
          option,  warrant or right may be exercised,  and the conversion  price
          for shares of Common Stock  issuable upon  conversion of a convertible
          security  shall  include  the  purchase  price  for  such  convertible
          security plus any additional price, if any, payable if the security is
          converted.

     (b) If, following an Adjustment Event in which options, warrants, rights or
     convertible  securities  are  issued,  any  rights to  purchase  or convert
     granted thereby lapse, the adjustment made with respect thereto as a result
     of such  Adjustment  Event  shall be  modified  to  reflect  such  lapse by
     treating the shares "deemed issued" in such Adjustment Event as though they
     had not been issued.

     (c) It all or any portion of this Warrant  shall be exercised  subsequently
     to any stock dividend,  split-up,  combination or  recapitalization  of the
     Common Stock occurring  after the date hereof,  as a result of which shares
     of capital  stock of the Company of any class shall be issued in respect of
     outstanding  shares of Common  Stock (or shall be  issuable  in  respect of
     securities  convertible  into shares of Common  Stock) or upon  exercise of
     rights (other than this  Way.-rant) to purchase  shares of Common Stock, or
     shares of such Common  Stock shall be changed  Into the same or a different
     number of shares of  capital  stock of the  Company  of the same or another
     class or classes, the Holder exercising this Warrant shall receive, for the
     aggregate price paid upon such exercise,  the aggregate number and class of
     shares which such Holder would have held if this Warrant had been exercised
     immediately  prior  to  such  stock  dividend,  split-up,   combination  or
     capitalization.

     (d) In the event of any merger, consolidation,  separation,  reorganization
     or liquidation of the Company in which the Holders of Common Stock shall be
     entitled to receive securities or other property in exchange for or in lieu
     of their Common Stock,  the Company shall give the Warrant  Holder not less
     than 10 days' prior written notice of the record date for  determining  the
     shareholders of Common Stock entitled to receive  securities or property as
     a result  of such  merger,  consolidation,  separation,  reorganization  or
     liquidation.

6.   Investment  Representation.  The Warrant Holder  represents and warrants to
     the Company that it is acquiring  this Warrant and, upon  exercise  hereof,
     the  Warrant  Shares,  for  investment  purposes  only,  without  a view to
     distribution  and  that  it has  no  intention  of  selling,  disposing  or
     otherwise transferring this Warrant or such Warrant Shares.

7.   Restrictions or Transfer.  The warrant Holder  recognizes,  understands and
     acknowledges  that the  Warrant  and Global  Common  Stock  underlying  the
     Warrant are not registered under the Securities Act of 1933, that there are
     substantial  restrictions  on the  transferability  of the  Warrant and the
     Global  Common  Stock  and that the  Warrant  holder  may have to hold them
     Indefinitely and may not be able to liquidate his investment in the Company
     when he wishes to do so, if at all,  because,  among other things,  (I) the
     warrant and the Global Common stock cannot be sold unless  registered under
     the  Securities  Act  of  1933  (the  "Act")  or  an  exemption  from  such
     registration  is  available,  (II) in tile event the Warrant and the Global
     Common Stock have not been so registered, the undersigned will be unable to
     sell them  publicly  for at least two years,  at which time there may be no
     trading market for them or, even if there is such a market, the Company may
     not be in  compliance  with the terms and  conditions of Rule 144 under the
     Act,  which would preclude the  undersigned  from effecting a sale thereof,
     and (iii) the  Company has the  absolute  right to refuse to consent to the
     transfer or  assignment  of the Warrant and the Global Common Stock if such
     transfer or assignment  does not comply with  applicable  federal and state
     securities laws. Prior to any proposed transfer of this warrant or any part
     thereof or of any shares issued upon exercise of this Warrant,  the Warrant
     Holder  shall  deliver to the  Company a notice of such  proposed  transfer
     describing  the manner  and  circumstances  thereof  in  detail,  and shall
     furnish with such notice an opinion of counsel,  reasonably Satisfactory in
     form and  substance  to the  Company,  to the  effect  that  such  proposed
     transfer does not require registration under the Securities Act of 1933 and
     will not violate the  securities  laws of any state or other  jurisdiction.
     The Company  shall,  within 10 days after  receipt of such  notice,  either
     effectuate the proposed transfer or notify the Warrant Holder in writing of
     its refusal to do so, which  refusal shall be based solely upon the grounds
     that such  transfer  does not  comply  with  applicable  federal  and state
     securities  laws.  This  Warrant  and all share  certificates  representing
     Global  Common  Stock  that may be issued  upon its  exercise  shall bear a
     legend to that effect.

8.   Payment  of Taxes.  All  shares  of Global  Common  Stock  issued  upon the
     exercise  of  the  Warrants  shall  be  validly  issued,   fully  paid  and
     nonassessable,  and the Company shall pay all taxes and other  governmental
     charges  that may be imposed in respect of the issue or  delivery  thereof.
     The Company shall not be required,  however, to pay any tax or other charge
     imposed  in  connection  with any  transfer  involved  in the  Issue of any
     certificate  for,  shares of Global Common' Stock in any name other that of
     the registered  holder of the Warrant  surrendered  in connection  with the
     purchase of such shares, and in such case the Company shall not be required
     to issue or deliver any stock  certificate  until such tax or other  charge
     has been paid or it has been established to the Company's satisfaction that
     no tax or other charge is due.

9,   Fractional  Shares. No fractional shares of the Global Common Stock will be
     issued  in  connection  with  any  purchase  hereunder  but in lieu of such
     fractional  shares,  the Company shall make a cash refund therefor equal in
     amount to the product of the applicable  fraction multiplied by the Warrant
     Price paid by the holder for its Warrant Shares upon such exercise.

10.  Loss, Theft.  -Destruction or-. Mutilation.  Upon receipt by the Company of
     notice  from  a  Warrant  Holder  that  any  Warrant  has  been  mutilated,
     destroyed,  lost or stolen, and, if requested by the Company in the case of
     any  destroyed,  lost or stolen  Warrant,  a bond of  indemnity  reasonably
     satisfactory to the Company,  or in the case of a mutilated  Warrant,  upon
     surrender and cancellation thereof, the Company will execute and deliver in
     the Warrant  Holder's name, in exchange and substitution for the Warrant so
     mutilated,  destroyed,  lost  or  stolen,  a  new  Warrant  of  like  tenor
     substantially  in  the  form  thereof  with   appropriate   insertions  and
     variations.

11.  Headings.  The descriptive headings of the several sections of this Warrant
     are  inserted  for  convenience  only and do not  constitute a part of this
     Warrant.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its  duty  authorized  officer  Under  its  corporate  seal on the  date of this
Warrant.

                                            By: ______________________
                                                Mr. Mel Williams
                                                President



<PAGE>


                                   Exhibit A
                           Warrant Purchase Agreement

Date: ________________

To:      Duncan-Smith Co.

The undersigned,  pursuant to the provisions set forth in the attached  Warrant,
hereby agrees to purchase  _______ shares of Global Common Stock covered by such
Warrant  at a price of $0.25 per  share,  and  makes  payment  herewith  in full
therefor at such price.

                                Signature:  ________________________________

                                Address:  _________________________________





<PAGE>


                                    Exhibit B

                                 Assignment Form

For Value Received, Duncan-Smith Co. hereby sells, assigns and transfers unto

Name
        _____________________________________________________________________
                 (Please type or print in block letters.)

Address _____________________________________________________________________

Social Security Number (Employee Identification Number)

-----------------------------------------------------------------------------

the right to purchase  Global  Common Stock  represented  by this Warrant to the
extent of 650,000  shares as to which such  right is  exercisable  at a purchase
price of $0.25 per share and does  hereby  irrevocably  constitute  and  appoint
___________________________________, Attorney, to transfer the same on the books
of the Company with full power of substitution in the premises.

Date _____________, ____

Signature ___________________________________________________________________

<PAGE>


                               DANZER CORPORATION
                                 17500 York Road
                              Hagerstown, MD 21740



                                  June 21, 2001




Duncan-Smith Co.
311 Third Street
San Antonio, TX 78205
Attention:    Goodhue Smith

Dear Mr. Smith:

     This letter (this "Letter  Agreement")  sets forth our agreement  regarding
Duncan-Smith  Co.'s warrants (the  "Warrants") to purchase the Company's  common
stock, par value $.0001 per share (the "Common Stock"),  in connection with that
certain  Acquisition  Agreement  and Plan of  Reorganization  (the  "Acquisition
Agreement") by and among Danzer Corporation (the "Company'),  Danzer Industries,
Inc., Pyramid Coach, Inc.,  Champion Trailer,  Inc., United  Acquisition,  Inc.,
U.S. Rubber  Reclaiming,  Inc.,  Obsidian Capital Partners,  L.P. and Timothy S.
Durham.

     In  exchange  for  good  and  valuable   consideration,   the  receipt  and
sufficiency of which is  acknowledged  by the parties,  the parties hereto agree
that:

     1.  Duncan-Smith  Co.  represents and warrants to the Company and to all of
     its successors  and assigns that it is the record and beneficial  holder of
     all of the  Warrants  set forth on Exhibit "A"  attached  hereto,  free and
     clear of all  encumbrances,  and that other than the  Warrants set forth on
     Exhibit "A", Duncan-Smith Co. owns no other warrants,  options or rights to
     purchase Common Stock in the Company.

     2. At the First  Closing,  Duncan-Smith  Co. hereby agrees to terminate any
     and all of its rights to the Warrants in  consideration  of the replacement
     warrant  attached hereto as Exhibit "B" to be issued to Duncan-Smith Co. at
     the First Closing of the Acquisition Agreement.

     3. Duncan-Smith Co.  understands,  acknowledges and agrees that the Company
     is  relying  on the  accuracy  of the  responses  set forth in this  Letter
     Agreement  which  Duncan-Smith  Co.  represents  to be  true,  correct  and
     complete.

     4.  Duncan-Smith  Co.  understands,  acknowledges,  covenants and agrees to
     indemnify,  hold  harmless  and defend the Company and its  affiliates  and
     agents,  successors  and assigns with respect to any and all loss,  damage,
     expense,  claim,  action or liability which they may incur as a result of a
     breach or untruth of any representations or warranties made by Duncan-Smith
     Co. herein.

     5. Duncan-Smith Co. agrees to execute and deliver,  or cause to be executed
     and  delivered,  such further  instruments  or documents or take such other
     action  as may be  reasonably  necessary  or  convenient  to carry  out the
     transactions contemplated hereby.

     6. Duncan-Smith Co.  understands,  acknowledges and agrees that this Letter
     Agreement shall have no force or effect in the event that the First Closing
     is not consummated.

     This Letter Agreement shall be governed and construed under the laws of the
State of Texas.  In the event any party  breaches,  or threatens to breach,  any
term or provision  contained in this Letter Agreement,  each party hereto agrees
that the  non-breaching  party  and/or its  affiliates  shall be entitled to the
right of specific  performance  and/or both  temporary and permanent  injunctive
relief  without  being  required  to prove  damages or furnish any bond or other
security.  In addition,  the non-breaching party and/or its affiliates shall not
be prohibited by this provision from pursuing other remedies available at law or
in equity.

     If any term, provision,  covenant, or condition of this Letter Agreement is
held to be invalid or unenforceable by a court of competent jurisdiction,  it is
to that extent deemed omitted and the remainder of this Letter  Agreement  shall
continue in full force and effect.

     This Letter Agreement may be amended,  modified or supplemented  only by an
instrument in writing  executed by the parties hereto.  Each party will bear its
own costs and expenses  associated with this transaction.  This Letter Agreement
will be binding  upon and inure to the benefit of the  parties  hereto and their
respective successors and assigns

     This Letter Agreement is a legal and binding  agreement and constitutes the
complete  and entire  agreement  between the parties with respect to the subject
matter hereof and  supersedes  all prior  agreements  between the parties.  This
Letter Agreement shall not be construed in favor of, or against,  any particular
party by reason of any  presumption  with respect to the drafting of this Letter
Agreement.

     This Letter  Agreement  shall not be deemed to confer upon any person not a
party hereto any rights or remedies hereunder.

     This Letter  Agreement  may be executed in multiple  counterparts,  each of
which shall be deemed an original but all of which together will  constitute one
and the same instrument and facsimile  signatures shall be given the same effect
as original signatures.

     Please  execute  this  Letter  Agreement  in the  space  provided  below to
evidence that the above is in accordance with our understanding.

                                     Yours truly,

                                     DANZER CORPORATION




                                     M. E. Williams
                                     President & Chief Executive Officer


ACKNOWLEDGED AND ACCEPTED
this ___ day of June, 2001

DUNCAN-SMITH CO.


By:_________________________
Printed Name: Goodhue Smith
Title:    President


     Please  execute  this  Letter  Agreement  in the  space  provided  below to
evidence that the above is in accordance with our understanding.

                                     Yours truly,

                                     DANZER CORPORATION



                                     M. B. Williams
                                     President & Chief Executive Officer


ACKNOWLEDGED AND ACCEPTED
this ___ day of June, 2001

DUNCAN-SMJTH CO.
             /1
By:_________________________
Printed Name: Goodhue Smith
Title: President


<PAGE>


                                   EXHIBIT "A"

                    Outstanding Warrants of Duncan-Smith Co.


                  Date       # Shares of                Expiration
Warrants          Issued     Common Stock     Price     Date

Duncan Smith      Aug-97     650,000          $0.25     Aug-02


<PAGE>


                                   EXHIBIT "B"

                            Duncan-Smith Co. Warrant


<PAGE>


THIS  WARRANT  AND THE  SECURITIES  REPRESENTED  BY THIS  WARRANT  HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE
SECURITIES  LAWS.  THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED  WITHOUT  REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
EXCEPT PURSUANT TO A VALID EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SUCH
ACT.



                                     WARRANT
                To Purchase Series C Convertible Preferred Stock
                                       of
                               Danzer Corporation

     1. Grant of Warrant. For good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  Danzer  Corporation,  a New York
corporation (the "Company"),  hereby grants to Duncan-Smith Co. ("Holder") whose
address is 311 Third  Street,  San Antonio,  Texas 78205,  the right to purchase
from the Company  10,000 shares of Series C  Convertible  Preferred  Stock,  par
value $0.00 1 per share, of the Company ("Series C Preferred Stock"). The shares
of Series C Preferred Stock and any other  securities or property  issuable upon
the  exercise  of  the  Warrant  are   sometimes   referred  to  herein  as  the
"Securities."

     2. Exercise Price.  The exercise price for each share of Series C Preferred
Stock shall be $2.00 per share (the "Exercise Price").

     3. Exercise. This Warrant may be exercised at any time on or after the date
hereof until August 31, 2002 (the "Expiration Date").

     In order to exercise  this  Warrant,  which may be exercised in whole or in
part,  Holder shall deliver to the Company at its principal office at 17500 York
Road, Hagerstown, Maryland 21740, or at such other office as shall be designated
by the Company to Holder in writing:  (i) a written notice of Holder's  election
to exercise this Warrant, stating the portion thereof to be exercised; (ii) cash
or cash equivalent payable to the order of the Company in an amount equal to the
aggregate  Exercise  Price for all  Securities to be purchased  pursuant to such
exercise;  and (iii) a subscription  for the Securities to be purchased,  in the
form of the  Subscription  appearing  at the end of this  Warrant.  Upon receipt
thereof, the Company shall, as promptly as practicable,  and in any event within
ten (10) business days  thereafter,  execute or cause to be executed and deliver
or cause to be delivered to such Holder certificates  representing the aggregate
number of full Securities issuable upon such exercise. The stock certificates so
delivered shall be registered in the name of Holder, or such other name as shall
be designated in said notice, in which case, Holder shall be responsible for any
applicable issue or transfer taxes.

     This Warrant shall be deemed to have been  exercised and such  certificates
shall be  deemed  to have  been  issued,  and  Holder  or any  other  person  so
designated to be named therein shall be deemed to have become a holder of record
of such shares for all purposes, as of the date that said notice,  together with
said payment and  Subscription,  are  received by the Company as aforesaid  (the
"Record Date"). The Holder of this Warrant shall not, by virtue of its ownership
of this  Warrant,  be entitled to any rights of a  shareholder  in the  Company,
either at law or in equity;  provided,  however, Holder shall, for all purposes,
be deemed to have become the holder of record of such shares on the Record Date.

     4. Taxes.  The issuance of any  Securities  or other  certificate  upon the
exercise of this Warrant shall be made without charge to the  registered  Holder
hereof,  or for any tax (other than  income  tax) in respect of the  issuance of
such  certificate.  Notwithstanding  the  foregoing,  the  Company  shall not be
required to pay any tax or other charge imposed in connection  with any transfer
involved in the issue of any  certificate for shares of Series C Preferred Stock
issuable  upon  exercise  of this  Warrant  in any name  other  than that of the
Holder,  and in such case the Company  shall not be required to issue or deliver
any stock  certificate  until  such tax or other  charge has been paid or it has
been  established to the  satisfaction  of the Company that no such tax or other
charge is due.

     5.  Notices to Holders.  If, at any time prior to the  Expiration  Date and
prior to the exercise in full of this Warrant, any of the following events is to
occur:

     (a)  Any declaration of a dividend or any distribution of cash,  securities
          or other property to the holders of Series C Preferred Stock;

     (b)  Any offer to the holders of Series C Preferred  Stock of any shares of
          capital  stock of the  Company  or any  subsidiary  of the  Company or
          securities  convertible  into or  exchangeable  for  shares of capital
          stock of the Company or any  subsidiary  of the Company or any option,
          right, or warrant to subscribe for or purchase any thereof;

     (c)  Any dissolution, liquidation, or winding up of the Company;

     (d)  Any sale or other transfer of all or  substantially  all of the assets
          of the Company; or

     (e)  Any   reclassification,   consolidation,   merger  or  other   similar
          transaction,

then in any one or more of such  events  the  Company  will give  notice of such
event to Holder,  such giving of notice to be  completed  at least ten (10) days
prior to the earlier of the date fixed as the record date or the date of closing
the transfer books for the  determination of the  shareholders  entitled to such
dividend,  distribution,  or subscription  rights,  or for the  determination of
shareholders entitled to vote on such proposed reclassification,  consolidation,
merger, sale, transfer, dissolution, liquidation, or winding up.

     6.  Preservation  of Rights Upon  Merger,  Consolidation.  Etc. The Company
shall not enter into or effect any merger, consolidation or other transaction in
which shares of Series C Preferred Stock are to be converted in whole or in part
into the right to receive  other  securities or property,  or any  extraordinary
distribution  of cash,  securities  or property to holders of Series C Preferred
Stock,  unless  adequate  provision  is made so that  Holder will have the right
thereafter,  upon payment of the Exercise  Price,  to purchase  upon exercise of
this Warrant the kind and amount of  securities  or property  that it would have
owned or have been  entitled  to receive  after  giving  effect to such  merger,
consolidation, or other transaction on account of the Securities that would have
been  purchasable  upon the  exercise  of this  Warrant  had this  Warrant  been
exercised  immediately  prior thereto (or  immediately  prior to the record date
therefor);  provided that, to the extent that Holder would have been so entitled
to receive cash on account of such  Securities,  Holder may elect in  connection
with the  exercise of this  Warrant in  accordance  with Section 3 to reduce the
amount of cash that it would be  entitled  to  receive  upon  such  exercise  in
exchange for a corresponding reduction in the amount payable upon such exercise.

     7.  Antidilution.  In case  (i) the  outstanding  shares  of the  Series  C
Preferred  Stock shall be  subdivided  into a greater  number of shares,  (ii) a
dividend  in  Series C  Preferred  Stock  shall be paid in  respect  of Series C
Preferred  Stock,  or (iii) the  outstanding  shares of Series C Preferred Stock
shall be combined into a smaller  number of shares  thereof,  the Exercise Price
per share in effect  immediately  prior to such subdivision or combination or at
the record date of such dividend or distribution shall  simultaneously  with the
effectiveness of such subdivision or combination or immediately after the record
date of such dividend or distribution be  proportionately  adjusted to equal the
product obtained by multiplying the Exercise Price by a fraction,  the numerator
of which is the number of outstanding  shares of Series C Preferred  Stock prior
to such  combination,  subdivision or dividend,  and the denominator of which is
that  number of  outstanding  shares of Series C Preferred  Stock  after  giving
effect to such  combination,  subdivision  or  dividend.  Any  dividend  paid or
distributed  on the Series C  Preferred  Stock in stock or any other  securities
convertible  into  shares of Series C  Preferred  Stock  shall be  treated  as a
dividend paid in Series C Preferred  Stock to the extent that shares of Series C
Preferred Stock are issuable upon the conversion thereof.

     8.  Investment  Representation.  The Holder  represents and warrants to the
Company that it is acquiring this Warrant and, upon exercise hereof,  the Series
C Preferred Stock,  for investment  purposes only without a view to distribution
and that it has no  intention of selling,  disposing  or otherwise  transferring
this Warrant or the Series C Preferred Stock.

     9. Restrictions on Transferability.

     (a)  This   Warrant  and  the  Series  C  Preferred   Stock  shall  not  be
          transferred,  hypothecated  or  assigned  before  satisfaction  of the
          conditions  specified in this Section 9, which conditions are intended
          to ensure  compliance  with the  provisions of the  Securities  Act of
          1933, as amended (the  "Securities  Act") with respect to the transfer
          of this Warrant, the Series C Preferred Stock or any other Securities.
          Holder,  by  acceptance  of this  Warrant,  agrees  to be bound by the
          provisions of this Section 9.

     (b)  Holder, by accepting this Warrant, the Series C Preferred Stock or any
          other  Securities,  agrees that this  Warrant,  the Series C Preferred
          Stock or any other Securities issuable upon exercise hereof may not be
          assigned or otherwise transferred unless and until (i) the Company has
          received an opinion of counsel for the Holder that such securities may
          be  sold  pursuant  to  an  exemption  from  registration   under  the
          Securities  Act or  (ii) a  registration  statement  relating  to such
          Securities has been filed by the Company and declared effective by the
          Securities Exchange Commission.

     (c)  Each certificate for Series C Preferred Stock issuable hereunder shall
          bear a legend as follows until such securities have been sold pursuant
          to an  effective  registration  statement  under the  Securities  Act,
          unless in the  opinion of the Company  such legend is not  required to
          comply with the Securities Act:

          "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
          STATE,  AND ARE BEING OFFERED AND SOLD  PURSUANT TO AN EXEMPTION  FROM
          THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES ACT AND SUCH LAWS.
          THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED  EXCEPT PURSUANT TO AN
          EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
          TO AN AVAILABLE  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE
          SECURITIES ACT OR SUCH OTHER LAWS."

     (d)  Except as otherwise  provided in this Section 9, the Warrant  shall be
          stamped or  otherwise  imprinted  with a legend in  substantially  the
          following form:

          "THIS WARRANT AND THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT
          BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR
          APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH SECURITIES MAY
          NOT BE SOLD OR OTHERWISE  TRANSFERRED  WITHOUT  REGISTRATION UNDER THE
          SECURITIES  ACT OF  1933,  AS  AMENDED,  EXCEPT  PURSUANT  TO A  VALID
          EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT."

     10. Loss or  Mutilation.  Upon  receipt by the  Company  from the Holder of
evidence reasonably  satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably  satisfactory
to it (it being  understood  that the written  agreement  of the Holder shall be
sufficient indemnity), and in case of mutilation upon surrender and cancellation
hereof,  the  Company  will  execute and deliver in lieu hereof a new Warrant of
like tenor to the Holder;  provide4 in the case of mutilation no indemnity shall
be required if this Warrant in  identifiable  form is surrendered to the Company
for cancellation.

     11. Notices. All notices, request or demands which any party is required or
may desire to give to any other party under provision of this Warrant must be in
writing delivered to the other party at the following address:

     Company: At the address set forth in Section 3 above.
     Holder:  At the address set forth in Section 1 above.

or to such other  address as any party  (including  any Holder) may designate by
written  notice to the other party  (including  any  Holder).  Each such notice,
request and demand shall be deemed given or made as follows:

     (a)  If sent by mail,  upon the  earlier of the date of receipt of five (5)
          days after deposit in the U.S. Mail, first class postage prepaid;

     (b)  if sent by any other means; upon delivery.

     12.  Applicable  Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the  State of Texas  without  giving  effect to the
principles of choice of law thereof.

     13.  Successors and Assigns.  This Warrant and the rights  evidenced hereby
shall inure to the benefit of and be binding upon the  successors  and permitted
assigns of the Company  and the Holder  hereof and shall be  enforceable  by any
such Holder.

     14.  Reservation of Stock.  The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Series C Preferred Stock,
solely for the purpose of effecting the exercise of this Warrant, such number of
Securities  as shall from time to time be  sufficient  to effect the exercise of
this Warrant.  If at any time the number of authorized  but unissued  Securities
shall not be  sufficient  to effect the  exercise  of all or any portion of this
Warrant,  the Company will take such corporate  action as may, in the opinion of
its counsel,  be necessary to increase its authorized but unissued Securities to
such number of shares as shall be sufficient for such purpose.

     15.  Severability.  The parties  agree that this Warrant is  divisible  and
separable so that,  if any  provision or  provisions  hereof shall be held to be
unreasonable,  unlawful  or  unenforceable,  such  holding  shall not impair the
remaining provisions hereof. In addition,  if any provision hereof is held to be
too broad or  unreasonable  in  duration,  geographical  scope or  character  of
restriction  to be  enforced,  such  provision  shall be  modified to the extent
necessary in order that any such  provision  or portion  hereof shall be legally
enforceable  to the fullest  extent  permitted  by law,  and the parties  hereby
expressly  authorize  any court of  competent  jurisdiction  to enforce any such
provision or portion thereof to the fullest extent permitted by applicable law.

     16. Entire Warrant.  This Warrant  constitutes the entire  understanding of
the parties with respect to the subject matter hereof and supersedes any and all
prior  understandings  and  agreements,  written or oral.  This  Warrant and the
provisions hereof may not be changed,  waived or canceled orally, but only by an
instrument in writing signed by the parties hereto.

     17.  Headings.   Headings  of  the  paragraphs  in  this  Warrant  are  for
convenience and reference only and shall not, for any purpose,  be deemed a part
of this Warrant.

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this  Warrant  to be duly
executed.

     Dated as of June __, 2001.

                          Danzer Corporation


                          By: ________________________
                          Printed Name: M. E. Williams
                          Title: President


<PAGE>


                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)


     The  undersigned  registered  owner of that certain  Warrant of the Company
dated  June ___ 2001 and a copy of which  is  attached  hereto  (the  "Warrant")
irrevocably  exercises  the Warrant  for and  purchases  ____________  shares of
Series C Preferred Stock of Danzer  Corporation  purchasable  with this Warrant,
and  herewith  makes  payment  therefor,  all at the  price and on the terms and
conditions  specified  in the Warrant and  requests  that  certificates  for the
shares of Series C Preferred Stock hereby purchased (and any securities or other
property  issuable upon such exercise) be issued in the name of and delivered to
____________________________ whose address is ________________________________.


          Dated:____________________________



                          By:___________________________
                          Printed Name:
                          Title:

                          Address:_______________________