MAVERICK TUBE CORPORATION
COMMERCIAL RESINS LEASE
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>COMMERCIAL RESINS LEASE
<TEXT>

                                                                   Exhibit 10.18


LEASE AGREEMENT THIS LEASE  AGREEMENT  ("Lease") is made as of January 10, 2001,
by and between Maverick Tube Corporation,  a Delaware corporation  ("Landlord"),
and Commercial Resins Company, Inc., an Oklahoma corporation ("Tenant").

DEMISED  PREMISES

Premises.  Landlord,  for  and in  consideration  of the  rents,  covenants  and
agreements hereinafter reserved,  mentioned and contained on the part of Tenant,
to be paid, kept,  observed and performed,  by these presents does lease,  rent,
let and demise unto  Tenant,  and Tenant  does  hereby  take and hire,  upon and
subject to the conditions and limitations  hereinafter expressed,  approximately
twenty (20) acres of land (exact acreage to be determined after  construction of
the Railroad  Spur  described in Section  21.17  hereof)  situated at Landlord's
facility in Hickman,  Arkansas,  as described in Exhibit A, attached  hereto and
made a part hereof,  together with all improvements thereon or to be constructed
thereon, as hereinafter provided (the "Demised Premises").


TERM OF LEASE Initial Term.

The term of this Lease  ("Term")  shall  commence on the date of this Lease (the
"Commencement  Date") and shall end December 31, 2005, (the  "Expiration  Date")
unless  terminated  sooner pursuant to provisions of this Lease. The Term as set
forth above is sometimes referred to as the "Initial Term".

     Extension Terms. Provided Tenant is not in default hereunder,  Tenant shall
     have the right to extend the term of this Lease for two (2) additional five
     (5) year periods  commencing on the Expiration Date of the Initial Term and
     ending five (5) years  later for the first  extension  term and  commencing
     five (5) more years later for each  successive  extension  term  (sometimes
     referred to as an "Extension Term"), and the end of each such five (5) year
     Extension Term shall become the Expiration  Date and the Term, as extended,
     shall become the "Term" of this Lease.  Such  extensions  shall be upon the
     same terms and  conditions as herein set forth for the Initial Term of this
     Lease,  except that the Base Rent (as defined  below)  payable  during each
     such Extension  Term shall be as described in 0 of this Lease.  In order to
     exercise  the  foregoing  right to  extend,  Tenant  must  serve  notice of
     exercise  upon  Landlord  not  later  than  nine  (9)  months  prior to the
     expiration  of the  Initial  Term of this  Lease in the  case of the  first
     Extension  Term nor later than nine (9) months prior to the  expiration  of
     the Extension Term in the case of each successive Extension Term, whereupon
     the Term of this Lease shall be extended for the period  aforesaid  without
     further act or instrument.


CONSTRUCTION OF IMPROVEMENTS

     Plans and  Specifications.  Landlord  agrees to furnish all of the material
     and labor and to do all things necessary for the construction of a building
     and related improvements (together, the "Building") on the Demised Premises
     at Landlord's sole cost and expense. The Building shall be constructed in a
     good and  workmanlike  manner  in  accordance  with  Preliminary  Plans and
     Specifications,  and any  correspondence  amending  the same,  described in
     Exhibit B  attached  hereto  and made a part  hereof,  in  accordance  with
     applicable  building  and  zoning  regulations  as the same  are  presently
     enforced by the governmental bodies having jurisdiction  thereof.  Landlord
     agrees to forthwith  prepare Final Plans and  Specifications  in accordance
     with  Exhibit B and in  accordance  with  applicable  building  and  zoning
     regulations  and submit the same to Tenant for  Tenant's  approval.  Tenant
     agrees  that  it will  not  withhold  its  approval  except  for  just  and
     reasonable cause and will not act in an arbitrary or capricious manner with
     respect to the  approval  of the Final Plans and  Specifications.  When the
     Final Plans and Specifications have been approved by Landlord and Tenant by
     affixing thereon the signature of an authorized officer or employee of each
     of the  respective  parties,  the Final Plans and  Specifications  shall be
     attached  to each  party's  copy of this  Lease  and  shall  supercede  the
     Preliminary  Plans  and  Specifications.   Landlord  agrees  to  appoint  a
     competent and experienced engineer to work with Tenant in the design of the
     Building so that the same will meet the  requirements  of Tenant and Tenant
     agrees to appoint an officer or employee of Tenant to work with Landlord in
     the  design of the  Building.  If Tenant  requests  a change  order for the
     Building   after   approval   by  both   parties  of  the  Final  Plan  and
     Specifications  but  prior  to  completion  of the  Building  and  Landlord
     approves  such  change  order,  Tenant  shall bear the cost of such  change
     order;  provided,  however,  that the net cost or saving of all such change
     orders shall be determined upon completion of the Building and if the total
     cost of change orders  exceeds the savings of change  orders,  Tenant shall
     pay to Landlord such excess of cost over savings within thirty (30) days of
     Tenant's receipt from Landlord of an invoice for the same.

     Completion Date. Landlord shall diligently proceed with the construction of
     the Building and complete the same and deliver  possession thereof pursuant
     to the  construction  timetable  that  is  part  of  the  Final  Plans  and
     Specifications;  provided, however, if delay is caused or contributed to by
     act or neglect of Tenant,  or those  acting for or under  Tenant,  or labor
     disputes,  casualties, acts of God, the public enemy, governmental embargo,
     restrictions,  action or nonaction of public utilities,  or of local, state
     or federal government affecting the work, or other causes beyond Landlord's
     control,  then the time of completion  shall be extended for the additional
     time  caused  by  such  delay.  Landlord  shall  secure  at  its  cost  all
     governmental permits necessary for use and occupancy of the Building except
     those which are related to the specific purpose for which the Building will
     be used by Tenant. The Completion Date of the Building shall be the date on
     which the Building is completed  and ready for  occupancy and all occupancy
     permits  required to be obtained by Landlord have been  delivered to Tenant
     and the Railroad  Spur  described  herein has been  completed and connected
     with a railroad line so as to be usable by Tenant for the purpose for which
     the  Demised  Premises  may be used by Tenant.  Landlord  and Tenant  shall
     execute a joint  letter  within  ten (10) days  after the  Completion  Date
     stating the Completion Date.

     Occupancy.  Tenant  shall not be  obligated  to Landlord for the payment of
     Base Rent under this Lease until the  Completion  Date,  save and except if
     the Building is  partially  ready for  occupancy  Tenant may, but need not,
     occupy  the same,  paying as rental a pro rata  portion of the Base Rent in
     accordance with the area of the Building  occupied by Tenant.  Tenant shall
     be allowed to install its fixtures,  equipment and other personal  property
     during the final  stages of  completion  of the  Building so long as Tenant
     does not  unreasonably  interfere  with the completion of  construction  or
     occasion any labor dispute as a result of its work. Delay in putting Tenant
     in possession of the Building  shall not serve to make Landlord  liable for
     any damages arising therefrom.

     Guarantee.  Landlord guarantees the Building against defective  workmanship
     and/or  materials and (as of the Completion  Date)  noncompliance  with any
     applicable law, statute,  ordinance,  rule, or regulation (the "Guarantee")
     for a period  of one (1) year  from the  Completion  Date  (the  "Guarantee
     Period") and Landlord  agrees,  at its sole cost and expense,  to repair or
     replace any defective  item covered by the  Guarantee  during the Guarantee
     Period.  In the event the Final  Plans  and  Specifications  provide  for a
     longer  period  than the  aforesaid  Guarantee  Period for an item then the
     Final Plans and  Specifications  shall control and the period therein shall
     be deemed the Guarantee  Period for the item.  Any warranties or guarantees
     by any  supplier of material and labor which  extend  beyond the  Guarantee
     Period shall be assigned to Tenant at the end of the Guarantee Period.

     Incomplete  Items.  Within a period of sixty (60) days after the Completion
     Date, Tenant shall notify Landlord of all items not completed in accordance
     with the Final Plans and Specifications  ("Incomplete Items"), and Landlord
     shall forthwith complete the Incomplete Items.

     Acceptance of Demised  Premises.  Save and except for the Guarantee for the
     Guarantee Period,  or such additional  guarantees as may be provided for in
     the Final Plans and Specifications,  and save and except for the Incomplete
     Items,  Tenant,  upon  occupying  the  Building,  shall  have  and hold the
     Building as the same shall then be without any liability or any  obligation
     on the part of Landlord for making any alterations, improvements or repairs
     of any kind in or about the Building for the Term of this Lease.

RENTAL

Base Rent.  In  consideration  of the  leasing of the Demised  Premises,  and in
consideration of the construction  referred to in 0 hereof, Tenant agrees to pay
Landlord,  at the office of Landlord at 16401  Swingley  Ridge Road,  Suite 700,
Chesterfield,  MO 63017 or at such other place as Landlord may from time to time
designate in writing,  a rental  ("Base Rent")  payable  monthly as described on
Exhibit C, attached  hereto and made a part hereof.  Base Rent shall commence on
the first day after the Completion  Date.  Tenant shall commence payment of Base
Rent five business days after the  Completion  Date and  continuing on the first
day of each month  thereafter as described on Exhibit C for the next  succeeding
months during the balance of the Term.

Late Payments. Any installment of Base Rent or any other payment due from Tenant
to Landlord  accruing under the provisions of this Lease which shall not be paid
within five (5) days after the date when due shall bear  interest at the rate of
twelve  percent  (12%) per annum,  from the date when the same is due  hereunder
until the same shall be paid, plus a late charge equal to 5% of the installment.

Prorated  Payments.  If the Completion  Date or Expiration  Date occur on a date
other than the first day or last day of a calendar month, respectively,  monthly
payments  with  respect to such  months  shall be  prorated  on the basis of the
number of days in each such month which are included in the Term.

USE OF DEMISED PREMISES

Use. The Demised Premises,  the Building and all buildings or other improvements
hereafter erected upon the Demised Premises,  shall be used for pipe coating and
for equipment,  storage,  warehousing,  distribution  and offices in conjunction
therewith and for no other purpose.  Tenant shall not use or occupy the same, or
knowingly  permit them to be used or occupied,  contrary to any  statute,  rule,
order, ordinance, requirement or regulation applicable thereto, or in any manner
which would violate any  certificate  of occupancy  affecting the same, or which
would  cause  structural  injury  to the  improvements  or  cause  the  value or
usefulness of the Demised  Premises,  or any portion  thereof,  substantially to
diminish (reasonable wear and tear excepted), or which would constitute a public
or private  nuisance or waste,  and Tenant  agrees that it will  promptly,  upon
discovery of any such use, take all necessary steps to compel the discontinuance
of such use.  Tenant shall operate on the Demised  Premises in  accordance  with
coating manufacturers' recommendations and industry quality standards, and shall
obtain ISO 9000  certification  within one year of occupancy  and maintain  such
certification during the Term of this Lease.

TAXES, ASSESSMENTS AND OTHER IMPOSITIONS

Impositions.  Tenant covenants and agrees to pay as Additional Rent,  before any
fine, penalty, interest or cost may be added thereto for the nonpayment thereof,
all real estate taxes,  installments of special  assessments  payable during the
Term of this Lease, excises, levies, license and permit fees, other governmental
charges, and all other charges or burdens of whatsoever kind and nature, without
particularizing  by any known name or by whatever  name  hereafter  called,  and
whether any of the foregoing be general or special,  ordinary or  extraordinary,
foreseen or unforeseen,  of any kind and nature whatsoever,  including,  but not
limited to, assessments for public improvements or benefits,  which shall during
the Term be laid, assessed, levied or imposed upon, or become payable and a lien
upon the Demised Premises, or any part thereof (all of the foregoing hereinafter
referred  to as  "Impositions").  Any  Imposition  charged  against  the Demised
Premises  and other  property  shall be  prorated  based upon the basis for such
Imposition (whether value, area or otherwise). Nothing herein contained shall be
construed as obligating Tenant to pay Impositions that may be payable before the
commencement or after the expiration of the Term of this Lease.  Anything herein
to the contrary notwithstanding,  Landlord shall pay that portion of Impositions
due and  payable  in respect to the  Demised  Premises  during the year the Term
commences  and the year in which the Term ends  which the  number of days in the
year not within the Term of this Lease  bears to 365,  and Tenant  shall pay the
balance of the Impositions during that year.

INSURANCE

Coverage Required. Commencing with the Completion Date, Tenant, at Tenant's sole
cost and expense,  shall during the  remainder of the Term keep the Building and
all improvements  appurtenant thereto, and all fixtures therein, insured for the
benefit  of  Landlord,  as the named  Insured,  in an amount  equivalent  to one
hundred  percent  (100%) of the then full  replacement  cost thereof  (excluding
foundation and excavation  costs),  (i) against loss or damage by fire, and (ii)
against such other risks of a similar or dissimilar  nature,  as are or shall be
customarily  covered with respect to buildings similar in construction,  general
location,  use and  occupancy to the Building,  including,  but not limiting the
generality of the foregoing,  windstorm,  hail, explosion,  vandalism,  riot and
civil commotion,  damage from vehicles,  smoke damage,  and such other damage as
may be reasonably deemed necessary by Landlord,  provided such other coverage is
obtainable,  and  provided  further  that  such  other  coverage  is  such as is
customarily obtained with respect to buildings similar in construction,  general
location, use and occupancy to the Building. These insurance provisions shall in
no way limit or modify any of the  obligations  of Tenant under any provision of
this Lease.  Such full  replacement  cost shall be determined from time to time,
but not more  frequently  than once in any three (3)  years,  at the  request of
Landlord, by an appraiser, engineer, architect or contractor designated and paid
by Tenant and  approved  in  writing by  Landlord.  No  omission  on the part of
Landlord to request any such  determination  shall relieve  Tenant of any of its
obligations  under this paragraph.  The insurance policy or policies required by
this section 7.1 may, at Tenant's option, name Tenant as an additional insured.

Coverage  Amounts.  Tenant,  at its sole  cost and  expense  but for the  mutual
benefit of Landlord and Tenant, shall maintain, or cause to be maintained:

Comprehensive  bodily injury and property  damage  liability  insurance  against
claims for bodily injury,  death or property  damage,  occurring in, on or about
the Demised Premises and the Building, and in, on or about any adjoining street,
avenue,  property and  passageway,  naming  Landlord and Tenant as the Insureds,
such insurance to afford minimum protection during the term of this Lease of not
less than Five Million and 00/100 Dollars  ($5,000,000.00) single limit coverage
in respect to bodily  injury or death to any persons and  property  damage on an
occurrence basis;

Boiler and pressure vessel (including, but not limited to, pressure pipes, steam
pipes and condensation return pipes) insurance, provided the Building contains a
boiler or other  pressure  vessel or  pressure  pipes,  in an amount  reasonably
required by Landlord; and

Such other insurance, and in such amounts as may from time to time be reasonably
required by Landlord,  against  other  insurable  hazards  which at the time are
commonly insured against in the case of demised  premises and buildings  similar
in construction, general location, use and occupancy.

Additional  Requirements.  All policies of insurance relating to fire, windstorm
and extended  coverage shall provide that the proceeds  thereof shall be payable
to Landlord  and if Landlord so requires  shall also be payable to the holder of
any  mortgage  now or  hereafter  becoming  a lien  on  the  fee of the  Demised
Premises, or any part thereof, as the interest of such holder appears,  pursuant
to a standard  mortgagee  clause.  All such policies of insurance  shall provide
that any loss shall be payable to Landlord  notwithstanding  any act or omission
of Tenant  which might  otherwise  result in a  forfeiture  or reduction of such
insurance  and each  policy  required  under this  Article  shall have  attached
thereto (i) an endorsement  that such policy shall not be canceled or materially
changed without at least thirty (30) days' prior written notice to Landlord, and
(ii) an  endorsement  to the effect  that the  insurance  as to the  interest of
Landlord  shall not be  invalidated  by any act or  neglect of any  person.  All
policies of insurance shall be written in companies  reasonably  satisfactory to
Landlord  and  licensed in the state in which the Demised  Premises are situated
and shall be written in such form and shall be  distributed in such companies as
shall be reasonably acceptable by Landlord.  Such policies shall be delivered to
Landlord  endorsed  "Premium  Paid" by the company or agent issuing the same, or
accompanied by other evidence satisfactory to Landlord that the premiums thereon
have been paid.  Such  policies  and  evidence of payment  shall be delivered to
Landlord prior to occupancy of the Demised Premises,  or any portion thereof, by
Tenant,  and upon  expiration  of such  policy a new  policy,  plus  evidence of
premium  payment,  shall be  delivered  to Landlord  not less than ten (10) days
prior to the expiration of the then current policy term.

Subrogation.  Notwithstanding  the  authority  of the Tenant to name Tenant as a
named  insured or an additional  insured under the insurance  policy or policies
required  by this  Article 7,  Landlord  agrees that the  policies of  insurance
required  under this  Article may contain a waiver of  subrogation  clause as to
Tenant.  Provided that the aforesaid fire and extended coverage  insurance is in
full force and effect and remains so, Landlord  waives,  releases and discharges
Tenant from all claims or demands  whatsoever which Landlord may have or acquire
in the future arising out of damage to or  destruction of the Demised  Premises,
or any portion thereof,  occasioned by fire or extended  coverage risk,  whether
such claim or demand may arise because of the  negligence of Tenant,  its agents
or employees or otherwise, and Landlord agrees to look to the insurance coverage
only in the event of such loss.

Personal  Property.  Tenant shall maintain  insurance coverage upon all personal
property  of  Tenant  and the  personal  property  of  others  kept,  stored  or
maintained on the Demised Premises against loss or damage by fire,  windstorm or
other  casualties  for such amount as Tenant may desire,  and Tenant agrees that
such  policies  shall  contain a waiver of  subrogation  clause as to  Landlord.
Tenant  hereby  waives,  releases  and  discharges  Landlord  from all claims or
demands  whatsoever which Tenant may have or acquire in the future,  arising out
of damage to or destruction  of such contents  occasioned by fire or by extended
coverage risk,  whether such claim or demand may arise because of the negligence
of Landlord, its agents or employees or otherwise,  and Tenant agrees to look to
the insurance coverage only in the event of such loss.

Expiration.  Upon  expiration of the Term of this Lease,  the unearned  premiums
upon any  insurance  policies or  certificates  thereof  lodged with Landlord by
Tenant  shall,  subject  to the  provisions  of 0 hereof,  be payable to Tenant,
provided  that  Tenant  shall not then be in default in  keeping,  observing  or
performing the terms and conditions of this Lease.

Blanket  Policies.  Nothing in this Article shall prevent Tenant from taking out
insurance  of the  kind and in the  amount  provided  for  under  the  preceding
paragraphs of this Article under a blanket  insurance policy or policies (copies
of which shall be delivered to Landlord) which may cover other  properties owned
or operated by Tenant as well as the Demised Premises;  provided,  however, that
any such policy of blanket  insurance of the kind provided for (i) shall specify
therein the amount  required by the  preceding  provisions of this Article to be
carried or Tenant shall furnish Landlord and the holder of any fee mortgage with
a written statement from the insurers under such policies  specifying the amount
of the total insurance  allocated to the Demised Premises,  and (ii) as respects
the Demised Premises,  shall contain the various provisions  required of such an
insurance policy by the foregoing provisions of this Article.

UTILITIES

Tenant Obligations.  From and after the Completion Date Landlord will provide at
its cost to Tenant such electricity, gas, water, sewer and steam as required for
Tenant's  operations  on the  Demised  Premises  and Tenant will pay to Landlord
Landlord's  cost  (billed to Tenant not more often than  monthly in arrears) all
charges  for  such  utilities.   Tenant  shall  provide  and  pay  for  Tenant's
telecommunications  service and other  utility  services not listed in the first
sentence of this section.

Future Water, Sewer or Road. In the event that any charge is made for present or
future water or sewer  capacity or roads to serve the Demised  Premises,  or any
portion  thereof,  such charge shall be deemed to be a utility charge payable by
Tenant.  If the period of time of the  benefit  conferred  by such charge can be
reasonably  determined  and extends  beyond the then  current term of the Lease,
then Tenant shall pay a fraction of such  utility  charge based on the number of
complete  calendar  years  remaining in the then  current  term  compared to the
number of years of the benefit,  not to exceed,  however,  thirty (30) years. In
the  event  Landlord  has paid any such  charge  prior to the  occupancy  of the
Demised  Premises,  or any portion  thereof,  by Tenant,  Tenant shall reimburse
Landlord for such utility charge based on the number of complete  calendar years
in the  Initial  Term  compared  to the number of years of the  benefit,  not to
exceed, however, thirty (30) years. Charges applicable to any Extension Term, if
previously  paid by Landlord,  shall be paid at the beginning of such  Extension
Term.

REPAIRS

Tenant  Obligations.  Except for the Guarantee and the  completion of Incomplete
Items,  Tenant,  at Tenant's  sole cost and expense,  from and after the date of
taking possession of the Demised Premises and throughout the Term of this Lease,
shall  take good care of the  Demised  Premises,  and all  improvements  erected
thereon,  and  shall  keep the same in good  order and  condition,  and make and
perform all necessary  maintenance and repairs  thereto,  interior and exterior,
structural  and  nonstructural,   ordinary  and   extraordinary,   foreseen  and
unforeseen,  of every nature,  kind and description.  When used in this Article,
the  term  "repairs"  shall  include  all  necessary   replacements,   renewals,
alterations,  additions and betterments.  All repairs made by Tenant shall be at
least equal in quality to the original  work.  The  necessity for or adequacy of
repairs shall be measured by the standards  which are  appropriate for buildings
of similar construction and class,  provided that Tenant shall in any event make
all repairs  necessary to avoid any structural  damage or other damage or injury
to the Building or other improvements erected on the Demised Premises.

Grounds. Tenant shall keep and maintain all portions of the Demised Premises and
the  parking  areas,  sidewalks,  curbs,  entrances,  passageways  and all areas
adjoining the same, in a clean and orderly  condition,  reasonably free of dirt,
rubbish, snow, ice and unlawful obstructions.

No Landlord Obligations.  Landlord shall not be required to furnish any services
or facilities or to make any repairs or alterations  in, about or to the Demised
Premises or any  improvements  erected  thereon,  except for the  Guarantee  and
completion  of  Incomplete  Items.  Tenant  hereby  assumes  the  full  and sole
responsibility for the condition,  operation,  repair, replacement,  maintenance
and management of the Demised Premises and all improvements erected thereon, and
Tenant hereby waives any rights  created by any law now or hereafter in force to
make  repairs to the Demised  Premises  or  improvements  thereon at  Landlord's
expense.

No Waste.  Tenant shall not do or suffer any waste or damage,  disfigurement  or
injury to the Demised Premises,  or any improvements  erected thereon, or to the
fixtures or equipment therein, or permit or suffer any overloading of the floors
or other use that  would  place an undue  stress on any  improvement  or portion
thereof beyond that for which such improvement was designed.



COMPLIANCE WITH LAWS

Tenant  Obligations.  Except as otherwise  provided  herein or as covered by the
Guarantee,  throughout  that part of the Term of this  Lease  subsequent  to the
Completion  Date,  Tenant,  at Tenant's  sole cost and expense,  shall  promptly
correct any  violation  and shall  promptly  comply with any and all present and
future laws,  ordinances,  orders,  rules,  regulations and  requirements of all
federal,   state  and  municipal   governments  and   appropriate   departments,
commissions,  boards and officers thereof, and the orders, rules and regulations
of the Board of Fire  Underwriters  where the Demised Premises are situated,  or
any other body hereafter  constituted  exercising similar  functions,  which may
affect or be applicable  to the Demised  Premises,  or any part thereof,  or the
sidewalks, curbs, passageways,  alleys, or entrances, or to the use or manner of
use of the Demised Premises,  or any part thereof, and whether the correction or
removal so  necessitated  shall have been foreseen or unforeseen,  or whether or
not the same shall involve extraordinary construction or other disposition.

Tenant  Assumption.  Notwithstanding  that it may be  usual  and  customary  for
Landlord  to  assume  responsibility  and  performance  of  any  or  all  of the
obligations set forth in this Article,  and  notwithstanding  any order, rule or
regulation  directed  to  Landlord  to  perform,   Tenant  hereby  assumes  such
obligations  because, by nature of this Lease, the rents and income derived from
this Lease by  Landlord  are net  rentals  not to be  diminished  by any expense
incident to the ownership of the Demised Premises or any portion thereof.

Contest. Tenant shall have the right, after prior written notice to Landlord, to
contest by appropriate legal proceedings  diligently conducted in good faith, in
the name of Tenant or  Landlord,  or both,  without cost or expense to Landlord,
the validity or application of any law or ordinance referred to in the following
provisions of this Article, subject to the following:

If, by the terms of any such law or ordinance,  compliance therewith pending the
prosecution of any such proceeding may legally be delayed without the incurrence
of any lien,  charge or liability of any kind against the Demised  Premises,  or
any portion thereof, and without subjecting Landlord to any liability,  civil or
criminal,  for  failure  so to comply  therewith,  Tenant  may delay  compliance
therewith until the final determination of such proceeding.

If any lien,  charge or civil  liability would be incurred by reason of any such
delay,  Tenant  nevertheless,  on the prior  written  consent of  Landlord,  may
contest as aforesaid and delay as aforesaid,  provided that such delay would not
subject  Landlord  to  criminal  liability  and  Tenant (i)  furnishes  Landlord
security,  reasonably  satisfactory  to Landlord,  against any loss or injury by
reason of any such contest or delay,  and (ii)  prosecutes  the contest with due
diligence and in good faith. For such security Tenant shall deposit cash or cash
equivalents  with  Landlord  or provide  Landlord a letter of credit  payable to
Landlord  from a financial  institution  acceptable  to Landlord and in form and
content acceptable to Landlord.

Landlord  shall,  at Tenant's sole cost and expense,  including  any  attorney's
fees, execute and deliver any appropriate papers or other documents which may be
necessary or proper to permit  Tenant so to contest the validity or  application
of any such law or ordinance.


MECHANIC'S LIENS AND OTHER LIENS

Tenant Obligations. Tenant shall not suffer or permit any mechanic's liens to be
filed against the Demised Premises, or any part or portion thereof, by reason of
work, labor,  services or materials supplied or claimed to have been supplied to
Tenant, or anyone holding the Demised Premises, or any part thereof,  through or
under Tenant.  If any such  mechanic's  liens shall at any time be filed against
the Demised  Premises,  or any part or portion  thereof,  Tenant shall cause the
same to be  discharged of record within sixty (60) days after the date of filing
the same. If Tenant shall fail to discharge such mechanic's lien or liens within
such  period,  then,  in  addition  to any other  right or  remedy of  Landlord,
Landlord may, but shall not be obligated to, discharge the same either by paying
the  amount  claimed to be due or by  procuring  the  discharge  of such lien by
deposit in Court or by giving  security,  or in such other  manner as is, or may
be,  prescribed by present or future law. Any amount paid by Landlord for any of
the aforesaid purposes, and all reasonable legal and other expenses of Landlord,
including  reasonable  attorney's  fees, in or about  procuring the discharge of
such lien or liens,  with all necessary  disbursements in connection  therewith,
with  interest  thereon at the rate of twelve  percent  (12%) per annum from the
date of payment,  shall be repaid by Tenant to  Landlord on demand by  Landlord,
and if unpaid may be treated as additional rent.  Nothing herein contained shall
imply any consent or  agreement  on the part of  Landlord to subject  Landlord's
estate to liability under any mechanic's lien law.

Landlord  Obligations.  The  provisions  of  Paragraph  0  shall  not  apply  to
Landlord's  obligations  under 0 of this Lease and Landlord agrees to indemnify,
defend and hold  harmless  Tenant with respect to mechanic's  liens  accruing by
reason of Landlord's  obligations  under 0 hereof.  Landlord agrees to discharge
such liens in the manner set forth in Paragraph 0 hereof.

No  Landlord  Consent.  Nothing  in this  Lease  contained  shall be  deemed  or
construed in any way as constituting the consent or request of Landlord, express
or implied, by inference or otherwise, to any contractor, subcontractor, laborer
or  materialman  for the  performance  of any  labor  or the  furnishing  of any
materials  for any specific  improvement,  alteration  to, repair of the Demised
Premises,  or any part or portion thereof,  or for the demolition or replacement
of any improvement now on the Demised Premises or hereafter erected thereon.

No Liens.  Tenant  shall not create or permit to be  created  or to remain,  and
shall  promptly  discharge,  any other lien,  encumbrance  or charge or security
interest,  or other  interest  which might be or become a lien,  encumbrance  or
charge upon the Demised Premises,  or any part or portion thereof, or the income
therefrom,  having any priority or  preference  over or ranking on a parity with
the estate, rights and interest of Landlord in the Demised Premises, or any part
or portion  thereof,  or the income  therefrom  (except as created by or through
Landlord  including without  limitation any mortgage liens created on the fee by
Landlord),  and Tenant  shall not suffer any other  matter or thing  whereby the
estate,  right and interest of Landlord in the Demised Premises,  or any part or
portion thereof, or the income therefrom might be impaired.

Contest.  Tenant  shall have the right to contest the  validity or amount of any
mechanic's  lien or any lien  referred to in the  foregoing  provisions  of this
Article,  provided that Tenant deposit cash or cash equivalents with Landlord or
provide  Landlord  a letter of  credit  payable  to  Landlord  from a  financial
institution  acceptable  to  Landlord  and in form  and  content  acceptable  to
Landlord in an amount equal to one hundred fifty percent (150%) of the amount of
such alleged lien. Such letter of credit shall be issued by a National Bank or a
Federal Savings and Loan Association.

INTENT OF PARTIES

Triple Net Lease.  It being the intention and purpose of the respective  parties
hereto that this Lease shall be a "Triple Net Lease" and that all rentals  shall
be paid to Landlord without  diminution except as otherwise provided herein, the
parties agree that all cost or expense of whatever character or kind, general or
special,  ordinary or extraordinary,  foreseen or unforeseen,  and of every kind
and nature  whatsoever  that may be necessary  in or about the  operation of the
Demised Premises,  and all improvements erected thereon, and Tenant's authorized
use  thereof  during the entire term of this Lease,  or any  extension  thereof,
shall be paid by  Tenant  except  as  otherwise  provided  for  herein,  and all
provisions of this Lease relating to Impositions,  charges or other expenses are
to be  construed  in light of such  intention  and purpose  that this Lease be a
"Triple Net Lease",  and that,  except as  otherwise  provided  for herein,  all
rentals shall be paid to Landlord without diminution, reduction or offset.


DEFAULTS OF TENANT

Events of Default.  Any one or more of the following  events shall be considered
an "Event of Default":

If default shall be made by Tenant, by operation of law or otherwise,  under the
provisions hereof relating to assignment,  sublease,  mortgage or other transfer
of Tenant's interest in this Lease or in the Demised Premises;

If  default  shall be made in the due and  punctual  payment of any Base Rent or
additional  rent payable under this Lease or in the payment of any obligation to
be paid by  Tenant  to  Landlord,  when and as the  same  shall  become  due and
payable,  and such  default  shall  continue for a period of ten (10) days after
written notice thereof given by Landlord to Tenant;

If default shall be made by Tenant in keeping,  observing or  performing  any of
the terms contained in this Lease, other than those referred to in the foregoing
Subparagraphs  (a) and (b) of this  Paragraph,  which  default  does not  expose
Landlord to criminal liability,  and such default shall continue for a period of
sixty (60) days after written notice thereof given by Landlord to Tenant,  or in
the case of such a default or a contingency  which cannot with due diligence and
in good faith be cured within sixty (60) days,  Tenant fails to proceed promptly
and with due  diligence  and in good  faith to cure the same and  thereafter  to
prosecute  the curing of such default with due  diligence  and in good faith (it
being intended that in connection  with a default which does not expose Landlord
to criminal liability,  not susceptible of being cured with due diligence and in
good faith within  sixty (60) days that the time of Tenant  within which to cure
the same shall be extended  for such period as may be  necessary  for the curing
thereof promptly with due diligence and in good faith);

If default shall be made by Tenant in keeping,  observing or  performing  any of
the terms contained in this Lease, other than those referred to in the foregoing
Subparagraphs (a), (b) and (c) of this Paragraph, which default exposes Landlord
to criminal  liability,  and such default shall  continue  after written  notice
thereof  given by Landlord  to Tenant,  and Tenant  fails to proceed  timely and
promptly  with  all  due  diligence  and in good  faith  to cure  the  same  and
thereafter  to prosecute  the curing of such default with all due  diligence (it
being  intended  that in connection  with a default  which  exposes  Landlord to
criminal liability that Tenant shall proceed immediately to cure or correct such
condition with continuity and with all due diligence and in good faith); or

If, (i) Tenant shall make an  assignment  for the benefit of  creditors,  (ii) a
voluntary  petition be filed by Tenant  under any law having for its purpose the
adjudication of Tenant a bankrupt,  or Tenant be adjudged a bankrupt pursuant to
an  involuntary  petition in  bankruptcy,  (iii) a receiver be appointed for the
property of Tenant by reason of insolvency of Tenant,  or (iv) any department of
the state or federal government,  or any officer thereof duly authorized,  shall
take  possession  of the  business  or  property  of  Tenant  by  reason  of the
insolvency of Tenant.

Termination.  Landlord,  at any time  during  the  continuance  of any  Event of
Default,  may give written notice to Tenant  specifying such Event of Default or
Events of Default and stating that this Lease shall expire and  terminate on the
date  specified in such notice,  which shall be at least fifteen (15) days after
the giving of such notice, and upon the date specified in such notice this Lease
and all rights of Tenant  under this Lease,  including  all rights of  extension
whether exercised or not, shall expire and terminate.

Surrender.  Upon any expiration or termination of this Lease,  Tenant shall quit
and  peaceably  surrender the Demised  Premises,  and all portions  thereof,  to
Landlord,  and  Landlord,  upon or at any  time  after  any such  expiration  or
termination,  may,  without further  notice,  enter upon and reenter the Demised
Premises,  and all portions thereof,  and repossess itself of, by force, summary
proceeding,  ejectment or otherwise, and may dispossess Tenant and remove Tenant
and all other persons and property from the Demised  Premises,  and all portions
thereof,  and may have,  hold and enjoy the  Demised  Premises  and the right to
receive all rental and other income of and from the same.

Reletting.  At any time, or from time to time after  expiration or  termination,
Landlord may relet the Demised  Premises,  or any part  thereof,  in the name of
Landlord or otherwise, for such term or terms (which may be greater or less than
the period which would  otherwise  have  constituted  the balance of the term of
this Lease) and on such conditions (which may include  concessions or free rent)
as Landlord, in its sole and absolute discretion,  may determine and may collect
and receive  the rents  therefor.  Landlord  shall in no way be  responsible  or
liable for any failure to relet the Demised  Premises,  or any part thereof,  or
for any failure to collect any rent due upon any such reletting.

Deficiency.  No expiration or  termination of this Lease shall relieve Tenant of
its  liabilities  and  obligations  under this Lease,  and such  liabilities and
obligations  shall survive any  expiration or  termination.  In the event of any
expiration  or  termination,  whether or not the Demised  Premises,  or any part
thereof,  shall have been relet, Tenant shall pay to Landlord a sum equal to the
Base Rent, all Impositions,  insurance premiums,  and other expenses and charges
to be paid by Tenant  hereunder up to the time of such expiration or termination
of this Lease, and thereafter Tenant,  until the end of what would have been the
term of this Lease in the absence of such  expiration or  termination,  shall be
liable to Landlord  for, and shall pay to Landlord,  as and for  liquidated  and
agreed current damages for Tenant's default (hereinafter called "Deficiency") to
Landlord  monthly  on the days on which the Base Rent  would  have been  payable
under this Lease if this Lease  were  still in  effect,  and  Landlord  shall be
entitled to recover from Tenant each monthly Deficiency as the same shall arise.

The equivalent of the amount of the Base Rent, Impositions,  insurance premiums,
and other  expenses and charges to be paid by Tenant  hereunder,  which would be
payable under this Lease by Tenant if this Lease were still in effect, less

The net  proceeds  of any  reletting  effected  pursuant  to the  provisions  of
Paragraph 0 hereof after deducting all of Landlord's expenses in connection with
such reletting, including, without limitation, all repossession costs, brokerage
commissions,  legal expenses,  reasonable attorney's fees, alteration costs, and
expenses of preparation of the Demised  Premises,  or any portion  thereof,  for
such reletting.

Acceleration.  At any time after any such expiration or termination,  whether or
not Landlord  shall have  collected  any monthly  Deficiencies,  as set forth in
Paragraph 0, Landlord shall be entitled to recover from Tenant, and Tenant shall
pay to Landlord,  on demand,  as and for liquidated and agreed final damages for
Tenant's  default,  an amount equal to the  difference  between the then present
worth of the aggregate of the Base Rent,  Impositions,  insurance premiums,  and
other  expenses  and charges to be paid by Tenant  hereunder  for the  unexpired
portion of the Term of this Lease,  and the present worth of the aggregate  fair
and reasonable  rental value of the Demised Premises for the same period. In the
computation  of present  worth,  a discount at the rate of four percent (4%) per
annum shall be employed.  If the Demised Premises, or any part thereof, be relet
by Landlord for the unexpired  term of this Lease,  or any part thereof,  before
presentation  of proof of such  liquidated  damages to any Court,  commission or
tribunal, the amount of rent reserved upon such reletting shall, prima facie, be
the fair and  reasonable  rental  value for the part or the whole of the Demised
Premises so relet during the term of the  reletting.  Nothing  herein  contained
shall limit or  prejudice  the right of  Landlord  to prove for and  obtain,  as
liquidated  damages by reason of expiration or  termination,  an amount equal to
the  maximum  allowed by any  statute or rule of law in effect at the time when,
and governing the proceedings in which,  such damages are to be proved,  whether
or not  such  amount  be  greater,  equal  to or less  than  the  amount  of the
difference referred to above.

Other Remedies. In the event of any breach or threatened breach by Tenant of any
of the terms contained in this Lease,  Landlord shall be entitled to enjoin such
breach or  threatened  breach  and shall  have the right to invoke  any right or
remedy  allowed at law or in equity or by statute or otherwise as though  entry,
reentry,  summary  proceedings  and other remedies were not provided for in this
Lease.  Each  remedy or right of  Landlord  provided  for in this Lease shall be
cumulative and shall be in addition to every other right or remedy  provided for
in this Lease, or now or hereafter existing at law or in equity or by statute or
otherwise,  and the exercise or the beginning of the exercise by Landlord of any
one or more of such rights or remedies  shall not preclude the  simultaneous  or
later exercise by Landlord of any or all other rights or remedies.

Payments by  Landlord.  If Tenant  shall at any time fail to make any payment or
perform any other act on its part to be made or performed,  then Landlord, after
ten (10) days'  prior  written  notice to Tenant (or  without  notice in case of
emergency),  and without  waiving or  releasing  Tenant from any  obligation  of
Tenant contained in this Lease,  may, but shall be under no obligation to do so,
make any  payment  or  perform  any  other  act on  Tenant's  part to be paid or
performed  as in this Lease  provided,  and  Landlord may enter upon the Demised
Premises for any such purpose and take all such action therein or thereon as may
be necessary  therefor.  Nothing herein contained shall be deemed as a waiver or
release of Tenant from any  obligation  of Tenant in this Lease  contained.  All
sums so paid by  Landlord  and all  costs  and  expenses,  including  reasonable
attorney's fees,  incurred by Landlord in connection with the performance of any
such act, together with interest thereon at the rate of twelve percent (12%) per
annum from the date of making  such  expenditure  by  Landlord,  shall be deemed
additional rent hereunder and, except as is otherwise expressly provided herein,
shall be payable to  Landlord  on demand or, at the option of  Landlord,  may be
added to any  monthly  rental  then due or  thereafter  becoming  due under this
Lease,  and  Tenant  covenants  to pay any such sum or sums,  with  interest  as
aforesaid,  and Landlord shall have, in addition to any other right or remedy of
Landlord,  the same rights and  remedies in the event of  nonpayment  thereof by
Tenant as in the case of default by Tenant in the payment of monthly rental.

No Waiver. No failure by Landlord or by Tenant to insist upon the performance of
any of the terms of this  Lease or to  exercise  any right or remedy  consequent
upon a breach  thereof,  and no  acceptance  by Landlord of full or partial rent
during the continuance of any such breach, shall constitute a waiver of any such
breach or of any of the terms of this Lease.  None of the terms of this Lease to
be kept,  observed or performed by Landlord or by Tenant, and no breach thereof,
shall be waived,  altered or modified except by a written instrument executed by
Landlord  and/or by Tenant,  as the case may be. No waiver of any  breach  shall
affect or alter this Lease,  but each of the terms of this Lease shall  continue
in full force and effect with respect to any other then  existing or  subsequent
breach of this Lease.  No waiver of any  default of  Landlord  or Tenant  herein
shall be implied from any omission by the other to take any action on account of
such default,  if such default  persists or is repeated,  and no express  waiver
shall affect any default other than the default  specified in the express waiver
and that only for the time and to the extent therein stated. One or more waivers
by Landlord or Tenant shall not be construed as a waiver of a subsequent  breach
of the same covenant, term or condition.


DESTRUCTION AND RESTORATION

Prompt  Work.  Tenant  covenants  and  agrees  that  in  case  of  damage  to or
destruction  of the  Building  after  the  Completion  Date,  or the  machinery,
fixtures  and  equipment  therein  contained  (exclusive  of  Tenant's  personal
property and trade  fixtures),  by fire or otherwise after the Completion  Date,
Tenant will promptly, at its sole cost and expense,  repair, restore and rebuild
the  same  as  nearly  as  possible  to the  condition  that  the  same  were in
immediately  prior to such  damage  or  destruction,  or with  such  Changes  or
Alterations  as may be made in conformity  with 0 hereof.  Except as provided in
paragraph 14.3 hereof,  proceeds of insurance  policies  providing  coverage for
such damage or destruction may be used by Tenant for such repair, restoration or
rebuilding.  The provisions and conditions in 0 herein  contained  applicable to
Changes or Alterations  shall  similarly apply to work required to be done under
this  Article.  If the net  amount of  insurance  proceeds  is  insufficient  to
restore,  repair and rebuild the  Building,  machinery,  fixtures and  equipment
therein  contained  (exclusive of Tenant's personal property and trade fixtures)
Tenant will upon the written  request of Landlord  deposit with  Landlord a cash
deposit  equal to the  reasonable  estimate of the amount  necessary to restore,
repair  and  rebuild  the  same,  less the  amount  of such  insurance  proceeds
available.

Effect on Lease.  Tenant's  obligation  to make payment of the Base Rent and all
Impositions,  insurance  premiums and other  expenses and charges on the part of
Tenant to be paid, and the  obligation of Tenant to perform all other  covenants
and agreements on the part of Tenant to be performed and contained herein, shall
not be  affected  by any such damage to or  destruction  of the  Building or the
Demised  Premises  by fire or  otherwise,  and  Tenant  waives  any right now or
hereafter  conferred  upon Tenant by statute or  otherwise  to quit or surrender
this Lease or the Demised Premises,  or any part thereof,  or to any suspension,
diminution,  abatement  or  reduction  of rent on account of any such  damage or
destruction.

Payment to  Mortgagee.  To the extent  that any  insurance  monies  which  would
otherwise  be payable to Landlord  and used in the  restoration  of a damaged or
destroyed building is paid to any mortgagee of Landlord or otherwise applied for
Landlord's benefit except by Tenant as described in Section 14.1 above, Landlord
shall make  available  for the use of Tenant in connection  with the  repairing,
restoring  and  rebuilding  of any damaged or destroyed  building on the Demised
Premises an amount equal to the amount so paid.

Builders  Risk.  The  provisions  of this Article  shall apply only to damage or
destruction of a building or other improvements  erected on the Demised Premises
and ready for beneficial occupancy by Tenant after the Completion Date. Any such
damage or  destruction  occurring  to a  building  or other  improvements  being
constructed  pursuant to the  provisions of this Lease which occurs prior to the
Completion Date shall be repaired,  replaced or rebuilt by Landlord and Landlord
shall maintain builders risk insurance in an amount equal to one hundred percent
(100%) of the replacement  value of the Work completed and the materials  stored
at  the  site  of  the  Work  during  construction  of  the  building  or  other
improvements  and all insurance  monies  received by Landlord under its builders
risk  insurance  policies  shall be applied by Landlord to, and Landlord  shall,
restore,   repair  or  rebuild  the  damaged  or  destroyed  building  or  other
improvements.

End of Term. In the event that a building or other  improvements  erected on the
Demised  Premises are damaged or destroyed  such that Tenant is unable to use or
occupy the Demised Premises during any part of the last year of the Term of this
Lease, and such inability to use or occupy materially adversely affects Tenant's
use or occupancy of the Demised Premises,  and provided Tenant has in full force
and effect at the time of such damage or destruction  the insurance  policies of
the kind and in the amount required by this Lease, Tenant may elect to terminate
this  Lease  without  obligation  to  restore  or rebuild as of the date of such
damage or destruction by giving  Landlord an appropriate  written notice to that
effect  within  sixty (60) days after such damage or  destruction.  In the event
Tenant elects to terminate this Lease, as set forth in this Paragraph,  Landlord
shall be entitled to receive and retain as its sole property,  free and clear of
any claim of Tenant,  the full amount of the  proceeds of the  insurance  on the
damaged or destroyed buildings or other improvements.  All rent or other charges
paid or payable  shall be adjusted  as of the date of the damage or  destruction
and an appropriate payment or refund shall be made as the case may be.

Contractor. Any contractor hired by Tenant to perform the work described in this
Article must be approved by Landlord,  which  approval will not be  unreasonably
withheld or delayed.


CONDEMNATION

Entire Taking. If, during the Term of this Lease, all or any part of the Demised
Premises  shall be taken as the result of the  exercise  of the power of eminent
domain,  and such taking materially  adversely affects Tenant's use or occupancy
of the Demised  Premises,  (hereinafter  referred to as the  "Proceedings"),  at
Tenant's  option by notice  given to Landlord  within sixty (60) days after such
taking this Lease and all right,  title and interest of Tenant  hereunder  shall
cease  and  come to an end on the date of  vesting  of  title  pursuant  to such
Proceedings  and Landlord  shall be entitled to and shall receive the award made
in such  Proceedings,  Tenant  hereby  assigning  any  interest in such award to
Landlord;  provided,  however,  Tenant  shall be  entitled  to any award for its
economic  loss as a result of such taking and as  otherwise  provided in Section
15.2 hereof.

Award. In any taking of the Demised  Premises,  or any part thereof,  whether or
not this Lease is  terminated as in this Article  provided,  Tenant shall not be
entitled to any portion of the award for the taking of the land or damage to the
Building (except as otherwise provided for in Paragraph 14.3 with respect to the
restoration  of such  building or  buildings if Tenant does not  terminate  this
Lease in which  event said award  shall be treated  as  insurance  proceeds  and
Landlord  shall  pay for any  required  repair  or  reconstruction  costs of the
Demised  Premises or  improvements  thereon  including  without  limitation  the
Building and the Railroad Spur) or for the state or interest of Tenant  therein,
all such award being hereby assigned to Landlord, except that Tenant shall have,
nevertheless,  the right to prove in the  Proceedings  and to receive  any award
which  may be made for its  economic  loss as a result  of such  taking  and for
damages to or condemnation of Tenant's moveable trade fixtures and equipment, or
for such other damage as Tenant may be allowed  under  present or future law for
items other than (except as provided herein) the land or Building.

Payment of Rent.  In the event of the  termination  of this Lease as a result of
any such  Proceedings,  Tenant shall pay to Landlord all Base Rent and all other
charges payable by Tenant, justly apportioned to the date of such termination.

Contractor. Any contractor hired by Tenant to perform the work described in this
Article must be approved by Landlord,  which  approval will not be  unreasonably
withheld or delayed.


ASSIGNMENT AND SUBLETTING

Consent  Required.  Tenant  shall not assign this  Lease,  either in whole or in
part, nor sublet any portion of the Demised Premises, nor mortgage the leasehold
interest of Tenant or any interest therein, without first obtaining, in each and
every instance, Landlord's consent thereto in writing, which consent shall be at
Landlord's sole and absolute  discretion.  No permitted assignment or subleasing
shall relieve Tenant of Tenant's obligations in this Lease contained,  nor shall
any  assignment  or transfer of this Lease be  effective  until there shall have
been delivered to Landlord a document in recordable form, executed by Tenant and
the proposed assignee, wherein and whereby such assignee assumes for the benefit
of  Landlord  due  performance  of the  obligations  of Tenant in respect of the
payments  to be made by Tenant and the  obligations  to be  performed  by Tenant
under the terms of this Lease to the end of the Term  hereof.  Tenant  agrees to
pay on behalf of Landlord  any and all costs of Landlord,  including  reasonable
attorney's fees, occasioned by such assignment or sublease.

Recapture  Excess.  If  Landlord  consents  to an  assignment  of this  Lease or
consents to a sublease of all or part of the  Demised  Premises,  and under such
assignment or sublease  Tenant  receives  payment in excess of the Base Rent and
Additional  Rent due and  payable by Tenant  under  this  Lease for the  Demised
Premises or part of the Demised Premises,  as the case may be, then Tenant shall
pay to Landlord as additional rent fifty percent (50%) of all such excess within
ten (10) days of Tenant's receipt of such excess.


SUBORDINATION

Subordination.  This Lease shall be subject and  subordinate  to the lien of any
mortgage or mortgages which at any time may be placed upon the Demised Premises,
or  any  portion  thereof,  by  Landlord,  and  to  replacements,  renewals  and
extensions thereof. Tenant agrees at any time hereafter,  and from time to time,
on demand,  to execute and deliver any instruments,  releases or other documents
that may be reasonably  required for the purpose of subjecting and subordinating
this Lease as above provided, to the lien of any such mortgage or mortgages.  It
is agreed, nevertheless, that so long as Tenant be not in default in the payment
of Base Rent, Impositions,  insurance premiums and other expenses and charges to
be paid by Tenant  under this Lease,  or in the  performance  of all  covenants,
agreements and conditions to be performed by Tenant under this Lease,  that such
subordination  agreement  or other  instrument,  release or  document  shall not
interfere  with,  hinder or molest  Tenant's right to quiet enjoyment under this
Lease nor the right of Tenant to continue to occupy the Demised Premises and all
portions  thereof and to conduct its  business  thereon in  accordance  with the
terms of this Lease.  In the event of transfer of  Landlord's  interest  herein,
voluntary or  involuntary,  or in the event any  mortgagee  shall succeed to the
interest of Landlord in the Demised Premises,  through foreclosure or otherwise,
at the request of the transferee or former mortgagee, Tenant shall enter into an
agreement attorning to the transferee or former mortgagee,  their successors and
assigns,  upon all obligations of this Lease,  provided the transferee or former
mortgagee  assumes in writing all  obligations of Landlord under this Lease from
and after the date of the transfer or  succession  to interest,  as the case may
be.


SIGNS

Signs  Allowed.  Tenant may erect such signs on the  exterior or interior of the
Building as Tenant may deem desirable so long as such signs (i) do not exceed in
weight the safe  carrying  capacity  of the  structure,  (ii) do not violate the
laws, rules or regulations of the municipality in which the Demised Premises are
situated,  as well as the laws,  rules and  regulations of the state and federal
governments,  and (iii) are compatible with the architecture of the Building and
the landscaping of the Demised Premises.


CHANGES AND ALTERATIONS

Tenant  Obligations.  Tenant shall have the right at any time,  and from time to
time  during  the Term of this  Lease,  to make such  changes  and  alterations,
structural or otherwise,  to the Building,  improvements and fixtures  hereafter
erected on the Demised  Premises as Tenant shall deem  necessary or desirable in
connection  with the  requirements  of its  business,  which  such  changes  and
alterations  (other  than  changes or  alterations  of Tenant's  moveable  trade
fixtures  and  equipment)  shall be made in all cases  subject to the  following
conditions, which Tenant covenants to observe and perform:

No change or alteration shall be undertaken until Tenant shall have procured and
paid for, so far as the same may be required,  from time to time, all municipal,
state and federal permits and authorizations of the various  governmental bodies
and departments having jurisdiction  thereof, and Landlord agrees to join in the
application  for  such  permits  or  authorizations   whenever  such  action  is
necessary, all at Tenant's sole cost and expense.

Before commencement of any change or alteration, Tenant shall:

     obtain Landlord's prior written consent, which shall not be withheld if the
     change or alteration would not in the reasonable opinion of Landlord impair
     the value or usefulness of the Building, or any substantial part thereof;

     obtain  Landlord's  prior  written  approval of a licensed  architect  or a
     licensed  professional  engineer selected and paid for by Tenant, who shall
     supervise any such Work (hereinafter referred to as "Alterations  Architect
     or Engineer");

     obtain   Landlord's   prior   written   approval  of  detailed   plans  and
     specifications   prepared  and  approved  in  writing  by  the  Alterations
     Architect or Engineer, and of each amendment and change thereto;

     obtain Landlord's prior written approval of a licensed  contractor selected
     and paid for by Tenant who shall perform such work; and

     furnish to Landlord a surety  company  performance  bond issued by a surety
     company  licensed to do business in the state in which the Demised Premises
     are located,  and  reasonably  acceptable to Landlord in an amount at least
     equal  to the  estimated  cost of such  work  guaranteeing  the  completion
     thereof within a reasonable time  thereafter,  free and clear of all liens,
     encumbrances,  security interests and other charges, and in accordance with
     plans and specifications approved by Landlord.

     Any change or alteration shall,  when completed,  be of such a character as
     not to reduce the value and utility of the Demised Premises or the Building
     to which such  change or  alteration  is made  below its value and  utility
     immediately  before such change or alteration,  nor change the character of
     the Building as to use without Landlord's express written consent.

     All work done in  connection  with any change or  alteration  shall be done
     promptly and in a good and  workmanlike  manner and in compliance  with all
     building  and zoning  laws of the place in which the Demised  Premises  are
     situated,  and with all laws,  ordinances,  order,  rules,  regulations and
     requirements   of  all  federal,   state  and  municipal   governments  and
     appropriate departments,  commissions,  boards and officers thereof, and in
     accordance  with the  orders,  rules and  regulations  of the Board of Fire
     Underwriters  where the Demised  Premises are  situated,  or any other body
     exercising  similar  functions.  The cost of any such change or  alteration
     shall be paid in cash so that the Demised Premises and all portions thereof
     shall at all times be free of liens for labor and materials supplied to the
     Demised  Premises,  or any  portion  thereof.  The  work of any  change  or
     alteration  shall be prosecuted  with  reasonable  dispatch,  delays due to
     strikes,  lockouts,  acts of God,  inability to obtain labor or  materials,
     governmental  restrictions  or similar  causes beyond the control of Tenant
     excepted.

     All  improvements  and  alterations  (other than  Tenant's  moveable  trade
     fixtures and equipment) made or installed by Tenant shall immediately, upon
     completion or installation thereof, become the property of Landlord without
     payment  therefor  by  Landlord,  and shall be  surrendered  to Landlord on
     expiration of the Term or sooner termination of this Lease.




INDEMNIFICATION

Indemnification by Tenant. Tenant agrees to indemnify and save Landlord harmless
against  and from any and all  claims by or on behalf of any  person,  entity or
governmental  agency, and all costs,  attorney's fees, expert fees, expenses and
liabilities  incurred  from  any such  claim or  action  or  proceeding  brought
thereon:

     arising from the conduct or management or from any work or thing whatsoever
     done in or upon the Demised  Premises  subsequent to the  Completion  Date,
     including any work or thing resulting in environmental contamination of the
     Demised  Premises,  arising  during the Term of this  Lease  (except to the
     extent  caused by act or  negligence  of  Landlord,  its agents,  invitees,
     contractors, servants, employees or licensees); or

     arising from any breach or default on the part of Tenant in the performance
     of any  covenant  or  agreement  on the  part of  Tenant  to be  performed,
     pursuant to the terms of this Lease; or

     arising from any accident, injury or damage whatsoever caused to any person
     or entity  occurring  during that part of the Term of this Lease subsequent
     to the  Completion  Date in or upon the  Demised  Premises  (except  to the
     extent  caused by act or  negligence  of  Landlord,  its agents,  invitees,
     contractors, servants, employees or licensees); or

     arising  from any act or  negligence  of Tenant,  its agents,  contractors,
     servants, employees or licensees; and

     in case any action or proceeding be brought  against  Landlord by reason of
     any such claim,  Tenant,  upon timely  notice from  Landlord,  covenants to
     defend such action or  proceeding  by counsel  reasonably  satisfactory  to
     Landlord.  Tenant's  obligations  under  this  Article  shall be insured by
     contractual   liability  endorsement  on  Tenant's  policies  of  insurance
     required under this Lease if such endorsement is available.

Indemnification  by  Landlord.  Landlord  agrees to  indemnify  and save  Tenant
harmless  against  and from any and all  claims by or on  behalf of any  person,
entity or governmental  agency,  and all costs,  attorney's  fees,  expert fees,
expenses and  liabilities  incurred  from any such claim or action or proceeding
brought thereon:

     arising from the conduct or management or from any work or thing whatsoever
     done in or upon the Demised Premises, including any work or thing resulting
     in environmental  contamination of the Demised  Premises,  arising prior to
     the  Completion  Date (except to the extent  caused by act or negligence of
     Tenant,  its  agents,  invitees,   contractors,   servants,   employees  or
     licensees); or

     arising  from  any  breach  or  default  on the  part  of  Landlord  in the
     performance  of any  covenant  or  agreement  on the part of Landlord to be
     performed, pursuant to the terms of this Lease; or

     arising from any accident, injury or damage whatsoever caused to any person
     or entity  occurring  prior to that part of the Term of this Lease prior to
     the Completion Date in or upon the Demised  Premises  (except to the extent
     caused by act or negligence of Tenant, its agents,  invitees,  contractors,
     servants, employees or licensees); or

     arising from any act or  negligence of Landlord,  its agents,  contractors,
     servants, employees or licensees; and

     in case any action or proceeding be brought against Tenant by reason of any
     such claim, Landlord,  upon timely notice from Tenant,  covenants to defend
     such action or proceeding by counsel reasonably satisfactory to Tenant.


MISCELLANEOUS

Entry  by  Landlord.  Tenant  agrees  to  permit  Landlord  and  the  authorized
representatives of Landlord to enter upon the Demised Premises at all reasonable
times during ordinary  business hours for the purpose of inspecting the same and
making  any  necessary  repairs  to  comply  with any laws,  ordinances,  rules,
regulations or requirements of any public body.  Nothing herein  contained shall
imply any duty upon the part of Landlord  to do any such work  which,  under any
provision of this Lease,  Tenant may be required to perform and the  performance
thereof by Landlord shall not constitute a waiver of Tenant's default in failing
to perform the same.  Landlord  may,  during the progress of any work,  keep and
store upon the Demised  Premises all necessary  materials,  tools and equipment.
Landlord  shall  not  in any  event  be  liable  for  inconvenience,  annoyance,
disturbance,  loss of  business  or other  damage  to Tenant by reason of making
repairs or the performance of any work in or about the Demised  Premises,  or on
account of bringing  material,  supplies and equipment into, upon or through the
Demised Premises during the course thereof,  and the obligations of Tenant under
this Lease shall not be thereby affected in any manner whatsoever.

Sale Signs.  Landlord is hereby given the right during usual  business  hours at
any time during the Term of this Lease,  to enter upon the Demised  Premises and
to exhibit  the same for the  purpose of sale.  During the final one (1) year of
the Term, Landlord shall be entitled to display on the Demised Premises, in such
manner as to not unreasonably interfere with Tenant's business, signs indicating
that  the  Demised  Premises  are  for  rent or sale  and  suitably  identifying
Landlord.

Notice.  All notices,  demands and  requests  which may be or are required to be
given by either  party to the other shall be in writing,  sent by United  States
registered or certified  mail,  postage  prepaid,  by messenger  service,  or by
hand-delivery.  All notices, demands and requests by Landlord to Tenant shall be
addressed  to Tenant at the Demised  Premises,  or at such other place as Tenant
may from time to time  designate  by written  notice to  Landlord.  All notices,
demands and requests by Tenant to Landlord shall be addressed to Landlord at the
same address for the paying of rent hereunder or at such other place as Landlord
may from time to time  designate by written notice to Tenant.  Notices,  demands
and requests  which shall be served upon  Landlord by Tenant,  or upon Tenant by
Landlord, in the manner aforesaid,  shall be deemed to be sufficiently served or
given for all  purposes  hereunder  at the time such  notice,  demand or request
shall be received, or when receipt therefor is refused.

Surrender  of  Premises.  Tenant  shall upon  termination  of this Lease for any
reason whatsoever surrender to Landlord the Demised Premises,  together with all
buildings,  structures,  fixtures and building equipment or real estate fixtures
upon  the  Demised  Premises,  together  with  all  additions,  alterations  and
replacements  thereof (except Tenant's moveable trade fixtures and equipment and
other  property  which shall be removed by Tenant  within ninety (90) days after
such  termination  and  Landlord  shall allow  Tenant  reasonable  access to the
Demised Premises for such purpose) in good order,  condition and repair,  except
for reasonable  wear and tear,  and except as is otherwise  provided for in this
Lease.  At  Tenant's  cost,  Tenant  shall  provide  Landlord  with a Phase  One
environmental  report on the Demised  Premises within ninety (90) days after the
expiration of the Term or earlier  termination  of this Lease if Tenant does not
exercise its Purchase Option as provided in Article 22 hereof.

Quiet Enjoyment. Landlord covenants and agrees that Tenant, upon paying the Base
Rent,  and other  expenses and charges  herein  provided  for, and observing and
keeping the covenants, agreements and conditions of this Lease on its part to be
kept, observed and performed,  shall lawfully and quietly hold, occupy and enjoy
the Demised  Premises and the exclusive  possession  thereof  during the term of
this Lease  without  hindrance  or  molestation  by Landlord or by any person or
persons claiming under Landlord.

Landlord.  The term  "Landlord",  as used in this Lease so far as  covenants  or
obligations on the part of Landlord are concerned,  shall be limited to mean and
include  only the  owner or  owners  at the time in  question  of the fee of the
Demised  Premises,  and in the event of any transfer or transfers or  conveyance
the then grantor  shall be  automatically  freed and relieved from and after the
date of such transfer or  conveyance  of all personal  liability as respects the
performance of any covenants or obligations on the part of Landlord contained in
this Lease  thereafter to be performed,  provided that any funds in the hands of
such landlord or the then grantor at the time of such transfer,  in which Tenant
has an interest,  shall be turned over to the  grantee,  and any amount then due
and payable to Tenant by Landlord or the then  grantor  under any  provision  of
this Lease shall be paid to Tenant,  it being intended hereby that the covenants
and obligations  contained in this Lease on the part of Landlord shall,  subject
to the  aforesaid,  be binding on Landlord,  its  successors  and assigns,  only
during and in respect of their respective successive periods of ownership.

Estoppel  Certificates.  The parties  hereto agree at any time, and from time to
time upon not less than ten (10) days' prior written request by either party, to
execute,  acknowledge  and deliver to the other party a  statement,  in writing,
certifying  that this  Lease is  unmodified  and in full force and effect (or if
there  have been  modifications  that this  Lease is in full force and effect as
modified,  and stating the  modifications) and the dates to which the Base Rent,
and other expenses and charges have been paid in advance, if any, and such other
statements or certifications as Landlord or Tenant may reasonably request. It is
the  intention of the parties  hereto that any statement  delivered  pursuant to
this  Paragraph may be relied upon by any  prospective  purchaser,  mortgagee or
other party dealing with the Demised Premises or with Landlord or Tenant.

Due Authority. Landlord and Tenant represent and warrant to each other:

     Landlord  and  Tenant  each  is duly  organized  and  existing  and in good
     standing under the laws of their state of incorporation  and have corporate
     power to own and operate their property and to carry on their business.

     Landlord  and Tenant each is duly  qualified  to do business and is in good
     standing in the state in which the Demised Premises are located.

     This Lease has been duly authorized by all necessary  corporate action, has
     been duly executed and delivered and is the valid and binding obligation of
     Landlord or Tenant, enforceable in accordance with its terms.

     Memorandum  of  Lease.  Upon not less  than ten (10)  days'  prior  written
     request by either party, the parties hereto agree to execute and deliver to
     each other a Memorandum of Lease, in recordable form, which may be recorded
     by either party, at that party's expense, setting forth the following:

     The date of this Lease;

     The parties to this Lease;

     The term of this Lease;

     The legal description of the Demised Premises;

     The legal  descriptions  of  Landlord's  Property  (defined  below) and the
     Eastern Portion (defined below);

     Tenant's  right to  purchase  the Demised  Premises  (defined  below);  and
     Tenant's easement rights across Landlord's Property (defined below) and the
     Eastern Portion (defined below).

     Severability.  If any term or provision of this Lease shall, to any extent,
     be held invalid or  unenforceable,  the remaining  terms and  provisions of
     this Lease shall not be affected  thereby,  but each term and  provision of
     this Lease shall be valid and in force to the fullest  extent  permitted by
     law.

     Governing  Law.  This  Lease  shall  be  construed  and be  enforceable  in
     accordance  with the laws of the state in which the  Demised  Premises  are
     located.

     Captions.  The  captions of this Lease are for  convenience  and  reference
     only,  and in no way define,  limit or describe the scope or intent of this
     Lease, nor in any way affect this Lease.

     Relation.  This Lease does not create the  relationship  of  principal  and
     agent or of partnership or of joint venture,  or of any association between
     Landlord  and Tenant,  the sole  relationship  between  Landlord and Tenant
     under this Lease being that of landlord and tenant.

     Entire  Agreement;   Modification.   All  preliminary  and  contemporaneous
     negotiations are merged into and incorporated  into this Lease.  This Lease
     contains  the entire  agreement  between the parties with regard to leasing
     the  Demised  Premises  and shall not be  modified or amended in any manner
     except by an instrument in writing executed by the parties hereto.

     Binding Effect.  The covenants and agreements  herein  contained shall bind
     and inure to the benefit of  Landlord,  its  successors  and  assigns,  and
     Tenant and its successors and permitted assigns.

     Access to Demised Premises.  Landlord owns property adjacent to the east of
     the  Demised  Premises,  as  described  in Exhibit A hereto  (the  "Eastern
     Portion").  Landlord leases  property  adjacent to the south of the Demised
     Premises from Arkansas  Development Finance Authority ("ADFA") as described
     on Exhibit D-1 hereto,  and Landlord owns property adjacent to the property
     owned by ADFA as  described  on  Exhibit  D-2  hereto  (the  real  property
     described  on  Exhibits  D-1  and  D-2  together,  "Landlord's  Property").
     Landlord  hereby grants  Tenant a sixty (60) feet wide easement  across and
     through the Eastern  Portion,  from the road on the eastern boundary of the
     Eastern  Portion to the  Demised  Premises,  to allow  Tenant and  Tenant's
     invitees, customers, employees, agents, contractors,  licensees, and others
     associated  with Tenant  reasonable  access  across and through the Eastern
     Portion to and from the Demised Premises,  the location of such easement to
     be determined  from time to time by Landlord.  Furthermore,  subject to the
     approval of ADFA:

     Landlord shall allow Tenant and Tenant's  invitees,  customers,  employees,
     agents,   contractors,   licensees,   and  others  associated  with  Tenant
     reasonable  access across and through  Landlord's  Property to and from the
     Demised Premises.

     In the event Tenant  exercises the Purchase Option  described in Article 22
     hereof,  Tenant  shall  have an  easement  across  and  through  Landlord's
     Property  for such  access  across and through  Landlord's  Property to the
     Demised Premises,  without additional charge or expense except the cost, if
     any, of a survey to describe the location of the easement.

     Landlord and Tenant shall attempt in good faith to determine a location for
     the easement  across and through  Landlord's  Property and, if unable to so
     determine,  shall  jointly  seek  a  declaratory  judgment  in a  court  of
     competent  jurisdiction  to establish  the easement  based upon the minimum
     easement area necessary for such access.

     The easement  across and through  Landlord's  Property shall be in addition
     to, and not in the place of, the  easement  across and  through the Eastern
     Portion.

Tenant agrees to and does indemnify,  defend and hold Landlord and ADFA harmless
from any and all claims,  demands,  liabilities,  damages  and costs,  including
attorneys' fees,  arising out of or resulting from any access across and through
Landlord's Property.

Railroad Spur.

Prior to the Completion Date,  Landlord shall construct a straight railroad spur
track and a curved  railroad  spur track (the  "Straight  Track" and the "Curved
Track", respectively;  together, the "Railroad Spur") on the eastern boundary of
the Demised Premises, as shown on Exhibit A.

Landlord shall allow Tenant and Tenant's invitees, customers, employees, agents,
contractors,  licensees,  and others  associated with Tenant,  and railroad cars
serving the Demised  Premises,  reasonable  use of the Railroad  Spur and access
across,  through and over the  Railroad  Spur to and from the Demised  Premises,
without additional charge or expense.

If Tenant  exercises  the  Purchase  Option as  described  in Article 22 hereof,
Tenant shall also own the Curved  Track.  Tenant  shall then allow  Landlord and
Landlord's invitees, customers,  employees, agents, contractors,  licensees, and
others associated with Landlord,  and railroad cars serving the Eastern Portion,
reasonable  use of the Curved  Track and  access  across,  through  and over the
Curved  Track to and from the  Eastern  Portion,  without  additional  charge or
expense.  The Straight Track shall remain  Landlord's  property and Tenant shall
continue to have use of the  Straight  Track as described  in  subparagraph  (b)
above.

Subject to the approval of ADFA, during the Term of this Lease and thereafter if
Tenant  purchases  the  Demised  Premises,  railroad  cars  serving  the Demised
Premises  shall be  allowed  reasonable  ingress  and egress  across  Landlord's
Property to the Railroad Spur without additional charge or expense.

Tenant agrees to and does indemnify,  defend and hold Landlord and ADFA harmless
from any and all claims,  demands,  liabilities,  damages  and costs,  including
attorneys'  fees,  arising out of or resulting from Tenant's use of the Railroad
Spur or ingress or egress to the Railroad Spur across Landlord's Property.

Environmental  Matters.  Landlord shall deliver to Tenant within sixty (60) days
after the date of this  Lease a Phase  One  environmental  audit of the  Demised
Premises  certifying the Demised Premises to be free from hazardous materials as
defined by any law, statute,  ordinance, rule, or regulation of any governmental
unit or agency  ("Hazardous  Materials").  Landlord shall deliver an appropriate
certificate  acceptable to Tenant at the Completion Date certifying the Building
and improvements made by Landlord on the Demised Premises in connection with the
Building and the  Railroad  Spur to be free from  Hazardous  Materials as of the
Completion Date. Landlord shall indemnify, defend, and hold Tenant harmless from
all loss,  liability,  claims,  damages,  suits and demands  associated  with or
arising from any Hazardous  Materials on the Demised  Premises brought on to the
Demised  Premises by Landlord or its  invitees,  licensees,  agents,  employees,
officers  or  customers.  Tenant  shall  indemnify,  defend,  and hold  Landlord
harmless from all loss, liability, claims, damages, suits and demands associated
with or arising from any Hazardous  Materials on the Demised Premises brought on
to the Demised Premises by Tenant or its invitees, licensees, agents, employees,
officers or customers,  or by anyone else, known or unknown,  except Landlord or
its invitees, licensees, agents, employees, officers or customers.

Landlord Lien.

To secure payment of sums agreed to be paid by Tenant to Landlord (collectively,
the "Obligations"), Landlord, pursuant to the laws of the State of Arkansas, has
a lien  ("Statutory  Lien")  upon any  property  placed by Tenant on the Demised
Premises.  The  Statutory  Lien and any other lien  Landlord  shall have on such
property  (collectively,  "Landlord's  Liens")  shall  (i)  to  the  extent  the
Landlord's  Liens  secure  Obligations  up to a total of $50,000  (the  "Initial
Obligations") be first and prior liens upon such property (except for a purchase
money lien on  specific  property  which  shall be a first and prior lien to the
Landlord's Liens), and (ii) to the extent the Landlord's Liens secure the excess
over $50,000 of the Obligations  (the "Excess  Obligations")  be subordinate and
inferior liens on such property as is at any time and from time to time (whether
prior to or subsequent to the  attachment of Landlord's  Liens to such property)
pledged by Tenant as collateral to a lender of Tenant ("Lender").

Landlord may enforce the Landlord's Liens in accordance with applicable law as a
non-exclusive remedy upon an Event of Default under this Lease.

To the extent the  Landlord's  Liens secure the Excess  Obligations,  they shall
automatically  be  subordinate  to any lien on the same  property that secures a
Lender,  either as of the Effective  Date or at any time during the Term of this
Lease. To the extent the Landlord's Liens secure the Initial  Obligations,  they
will not be subordinate to the lien of a Lender.  Notwithstanding  the automatic
subordination  of the  Landlord's  Liens to the  extent  they  secure the Excess
Obligations,  if any  Lender  requests  in writing to  Landlord,  Landlord  will
provide a subordination  agreement or other instrument  reasonably acceptable to
Landlord and to the Lender subordinating any rights and interests which Landlord
might have in property  placed by Tenant on the  Demised  Premises to the rights
and interests of the Lender in such property,  except for the lien of Landlord's
Liens to the extent they secure the Initial Obligations.


PURCHASE OPTION

Purchase  Option.  At any time during the Term of this Lease,  Tenant shall have
the right to purchase  from  Landlord all of the Demised  Premises at a purchase
price and on the  terms and  conditions  set  forth in this  Article  ("Purchase
Option").  Tenant shall  exercise  such  Purchase  Option by delivery of written
notice to Landlord  prior to the  expiration  of the  Purchase  Option  ("Option
Notice").

Terms and Conditions.

Purchase  Price.  The purchase price payable by Tenant for the Demised  Premises
shall be Fifty  Thousand  Dollars  ($50,000)  per acre,  increased  during  each
Extension  Term by the same  percentage  as the increase in Base Rent,  plus the
actual,  direct  out-of-pocket cost to Landlord of the Building and the Railroad
Spur.

Date.  The closing of the purchase  shall take place at a time and date not less
than 60 days and not more than 120 days  after the  Option  Notice  and,  in any
event, prior to the expiration of the Term of this Lease.

Place. Closing shall take place at a title company chosen by Tenant.

Conveyance.  At Closing,  Landlord shall convey to Tenant the Demised  Premises.
Such conveyance  shall be made by a special  warranty deed ("Deed") and shall be
made free and clear of any lien or encumbrance  except (i) this Lease  (Landlord
shall at closing  assign its  interest in this Lease to Tenant),  (ii) liens and
encumbrances caused,  created,  requested,  permitted or consented to by Tenant,
(iii) liens and encumbrances made pursuant to the provisions of this Lease, (iv)
liens and  encumbrances  created as a result of a default  by Tenant  under this
Lease,  (v) any  Impositions,  (vi) any  condemnation  proceeding  or  taking by
governmental  authority,  and  (vii)  any lien or  encumbrance  encumbering  the
Demised  Premises as of the date of this Lease and shown as an  exception on the
title policy  attached hereto as Exhibit E. The foregoing  exceptions  shall not
include any mortgage  obtained by Landlord.  Moreover,  Landlord  covenants  and
warrants that no additional  liens or encumbrances  will be added to the Demised
Premises during the Term without Tenant's prior written  consent,  which consent
will not be unreasonably withheld;  provided, however, Tenant may condition such
consent  on the  release  at or before  Closing  of any lien or  encumbrance  so
consented to by Tenant in the event the  Purchase  Option is exercised by Tenant
and, in the event of a consent so conditioned by Tenant, the lien or encumbrance
subject to such consent shall be removed by Landlord prior to Closing.

Title Policy and Objections to Title.

Tenant's  obligation to close the purchase  contemplated  hereby is  conditioned
upon the  issuance  of an owner's  title  insurance  policy in the amount of the
Purchase Price consistent with the state of title described above.

To obtain such title policy,  Tenant shall order a title commitment  within five
(5) business days after the Option Notice.

Within five (5) business days after receiving the title commitment, Tenant shall
provide  Landlord with written notice of any objections by Tenant to any matters
or  conditions  shown on the title  commitment  caused by Landlord (a  "Landlord
Matter Objection") or not caused by Landlord (a "Non-Landlord Matter Objection")
(each,  an  "Objection").  No lien  or  encumbrance  allowed  at  Closing  under
subsection 22(d) above may be an Objection.

Landlord  shall,  at  Landlord's  sole cost and  expense,  remedy or remove  all
Landlord Matter Objections  within thirty (30) days after Landlord's  receipt of
Tenant's notice of such Objections (the "Cure Period").  Landlord may, but shall
not be required to, at  Landlord's  sole cost and expense,  remedy or remove all
Non-Landlord  Matter Objections within the Cure Period. In no event shall Tenant
be required to pay any expense,  cost or  disbursement  in  connection  with the
remedy or removal of any  Objection  except as approved in writing in advance by
Tenant.

In the  event  Landlord  does not or is  unable  to  cause  the  removal  of any
Non-Landlord  Matter Objection,  Tenant may, on or before five (5) business days
after the Cure Period, terminate this Purchase Option by giving Landlord written
notice,  whereupon this Purchase Option shall be terminated.  If Tenant fails to
terminate  within the five  (5) business  day period,  it shall be presumed that
Tenant has waived the unremedied  Non-Landlord  Matter  Objection and such shall
become a lien or encumbrance permitted or consented to by Tenant, as provided in
Section 22.2(d)(ii), above.

Tenant shall pay for such title commitment and policy.

Breach and  Remedies.  In the event of a breach by Landlord  of its  obligations
under this Article 22, Tenant may  terminate  the Purchase  Option or pursue any
other  remedy  available to Tenant at law or in equity,  including  the right to
require specific  performance by Landlord of Landlord's  obligations provided in
this Article 22.

Payment. Simultaneously with delivery of the Deed, Tenant shall pay the Purchase
Price to Landlord by cashier's  check,  bank certified  check,  wire transfer or
other readily available funds.

Costs. Except as otherwise provided herein, Tenant will pay all expenses,  costs
and  disbursements  incurred in  connection  with the exercise of this  Purchase
Option  including,  without  limitation,  all  recording and filing fees and all
transfer taxes and documentary stamps and similar taxes.

Lease Obligations.  Upon conveyance of title and payment of the consideration as
provided in this Article, Tenant's obligations to Landlord under this Lease, and
Landlord's  obligations to Tenant under this Lease, including without limitation
Landlord's  provision of  utilities,  except for Tenant or Landlord  obligations
which  shall  have  theretofore  accrued  and be unpaid and  unperformed,  shall
terminate.

Default.  If Tenant is in default  under this Lease,  Tenant may still  exercise
this Purchase Option, provided such default is cured at or before closing of the
purchase.

Expiration of Option.  This Purchase Option shall expire six (6) months prior to
the final expiration of the Term of this Lease.



IN WITNESS WHEREOF,  each of the parties hereto has caused this Lease to be duly
executed  as of the day and year first above  written.  LANDLORD  Maverick  Tube
Corporation

                                            By:
                                            Name:
                                            Title:

                                            TENANT
                                            Commercial Resins Company, Inc.

                                            By:
                                            Name:
                                            Title:


STATE OF                                    )
                                            ) SS.
COUNTY OF                                   )

     On   this   ___   day   of   ____________,   2001,   before   me   appeared
____________________,  to me personally  known,  who being by me duly sworn, did
say that s/he is the  ____________  of  Maverick  Tube  Corporation,  a Delaware
corporation,  and  acknowledged  the  instrument  was  signed  on  behalf of the
corporation  by  authority  of its  board of  directors,  and  acknowledged  the
instrument to be the free act and deed of the corporation.

                                      __________________________________________
                                                 Notary Public
                                         My commission expires: ________________

STATE OF                                    )
                                            ) SS.
COUNTY OF                                   )

     On   this   ___   day   of   ____________,   2001,   before   me   appeared
____________________,  to me personally  known,  who being by me duly sworn, did
say that  s/he is the  ____________  of  Commercial  Resins  Company,  Inc.,  an
Oklahoma  corporation,  and  acknowledged the instrument was signed on behalf of
the  corporation by authority of its board of directors,  and  acknowledged  the
instrument to be the free act and deed of the corporation.

                                      __________________________________________
                                                Notary Public
                                         My commission expires: ________________



                                  Exhibit Index

Exhibit A  -  Legal Description of the Demised Premises

Exhibit B  -  Plans and Specifications
Exhibit C  -  Base Rent
Exhibit D-1  -  Landlord's Property Owned by Arkansas Development Finance
                Authority
Exhibit D-2  -  Landlord's Property Owned by Landlord
Exhibit E  -  Liens and Encumbrances on the Demised Premises

</TEXT>
</DOCUMENT>
