Exhibit 10.3

STATE OF SOUTH CAROLINA
LEASE
COUNTY OF GREENVILLE

THIS INDENTURE OF Lease, made at Greenville, South Carolina, the
20th day of June, 1996, by and between Real Estate Partners who
together with their heirs, executors, administrators,
successors, and assigns, is hereinafter referred to as the
"Lessor" and General Parcel Service, Inc. who together with
their heirs, executors, administrators and assigns, is
hereinafter referred to as "Lessee",

WITNESSETH:

1.	Property to be Leased.  For the terms and conditions as
hereinafter set forth, the Lessor does hereby Lease to the
Lessee the real property located at 20 Concourse Way together
with the structures and improvements thereon consisting of
10,000 sq. ft. office/warehouse and approximately 800 sq. ft. of
office space, all of which are hereinafter referred to
collectively as the "Leased Premises".

2.	Term.  To have and to hold for a term commencing on July 1,
1996, and ending on June 30, 2001.  In the event the premises
are ready for occupancy on any day other than the first day of
the month, the rent shall be apportioned from such day until the
beginning of the next calendar month.

3.	Authorized Use.  Lessee shall use the Leased Premises for
purposes of office/warehousing and distribution of packages and
all other lawful purposes incidental thereto.

4.	Rent.  Lessee hereby covenants to pay to Lessor for the
Leased Premises for the term of this Lease the sum of Forty
Thousand Two Hundred and no/100 ($40,200.00) Dollars per annum,
payable in equal installments in advance in the amount of Three
Thousand Three Hundred Fifty and no/100 ($3,350.00) Dollars
each, upon the first day of each month in advance.  A late
payment charge of 5% will be added to the rent if payment is ten
days past due.

5.	Taxes. (a) Lessee shall pay, during the term of this Lease,
to the public officers charged with the collection thereof,
promptly as the same shall become due, all current real estate
taxes and assessments, both general and special, beginning with
such taxes and assessments which shall become due and payable
upon and after the date of the commencement of this Lease and
that may be hereafter, during the term of this Lease, be levied,
assessed, charged, or imposed upon the Leased Premises described
herein and/or the improvements which now or hereafter may be
located thereon.  In the event rent taxes are ever imposed,
Lessee shall pay such taxes.

b)    Lessee, shall during the term of this Lease and all
extensions or renewals thereof, pay as the same become due, all
sales tax, personal property tax or use tax, if any, imposed by
state law or by city or county ordinance upon any property or
improvement actually purchased and installed by Lessee to be
used in the course of its business, or inventory stores on the
premises by Lessee.

6.	Insurance.    (a) Lessee shall maintain replacement value
insurance during the term of this Lease, and shall pay the cost
of initial and renewal premiums therefor insuring the Leased
Premises against loss or damage by fire, lightening, and such
perils as are from time to time comprehended within the term
"Extended Coverage".  Said policy shall also contain a loss of
rent provision on behalf of Lessor.  Replacement value insurance
on the contents and trade fixtures installed by Lessee shall be
the responsibility of Lessee.

(b)  Lessee shall maintain public liability insurance against
claims for bodily injury, including death, and property damage
occurring in or about, or arising from the Leased Premises. 
Such insurance to afford protection to a limit of not less than
Five Hundred Thousand ($500,000.00) dollars for any occurrence
with aggregate limits of not less than One Million
($1,000,000.00) dollars.  Said policy of insurance shall name
both Lessee and Lessor as insureds as their interest may appear.

(c)  All insurance provided for in this section 6 shall be
effected by Lessee through insurers satisfactory to Lessor and
Lessee under valid and enforceable policies, and certificates of
such policies shall be delivered to Lessor, including thirty
days written notice to Lessor of any material changes or
cancellation.

(d)  Lessor hereby waives all causes and rights of recovery
against Lessee, Lessee's agents, officers, and employees for any
loss occurring to the buildings and improvements located on the
Leased Premises resulting from any of the perils insured against
under the aforesaid insurance policies, regardless of cause or
origin, including the negligence of Lessee, Lessee's agents,
officers and employees, to the extent of any recovery upon such
policies of insurance, provided, however, that in the event said
waiver of all causes and rights of recovery against Lessee,
Lessee's agents, officers, and employees, shall, during any
portion of the term of this Lease, invalidate such policies of
insurance in whole or in part, said waiver shall be void and of
no force or effect during such portion of the term hereof.

(e)  Lessee hereby waives all causes and rights of recovery
against Lessor, Lessor's agents, officers, and employees for any
loss occurring to the buildings and improvements located on the
Leased Premises resulting from any of the perils insured against
under the aforesaid insurance policies, regardless of cause or
origin, including the negligence of Lessor, Lessor's agent,
officers and employees, to the extent of any recovery upon such
policies of insurance, provided, however, that in the event said
waiver of all causes and rights of recovery against Lessor,
Lessor's agents, officers, and employees, shall, during any
portion of the term of this Lease, invalidate such policies of
insurance in whole or in part, said waiver shall be void and of
no force or effect during such portion of the term hereof.

7.	Condition of the Premises.  The property contains 10,000
square feet of floor space.  Lessee agrees not to make any
changes, alterations, or additions about the Leased property
without first obtaining the written consent of the Lessor except
as permitted in Paragraph 8 below.

8.	Repair and Care of Leased Premises.  Lessee will not commit
any waste of the Leased Premises and will pay for all damages to
building or equipment promptly.  Lessee shall not use or permit
the use of the Leased Premises in violation of any present or
future applicable law of the United States or of the State of
South Carolina, or in violation of any present or future
applicable municipal ordinance or regulation.  Lessee may, but
at Lessee's own cost and expense and in a good and workmanlike
manner, make such alterations and improvements on the Leased
Premises as Lessee may require for the conduct of Lessee's
business and without, however, materially altering the basic
character of the Leased Premises and the building or
improvements thereon or weakening any structure on the Leased
Premises.  Lessor shall be responsible for the maintenance of
the roof of the Leased Premises and all exterior repairs except
for damages caused by Lessee.  Lessee shall be responsible for
all interior items, including plumbing, electrical, carpets,
walls and repairs on the heating system and air conditioning. 
Lessee shall keep the entranceways and parking area reasonably
free from ice and snow and at all times keep the Leased Premises
in clean and orderly condition, including the cutting of the
grass and maintenance of the shrubs and trees.

9.	Utilities.  Lessee shall pay all charges for heat, gas,
electricity, water, and other public utilities used on the
Leased Premises.  There will be no outside storage.

10.	Removal of Improvements: If requested by the Lessor at the
termination of this Lease, Lessee shall, at Lessee's sole
expense, remove all installations, alterations, or improvements
made by Lessee in or on the Leased Premises or make such other
disposition thereof as Lessor shall approve.  All alterations,
improvements, furnishings, trade fixtures, equipments, and other
personal property installed in or on the Leased Premises by
Lessee and paid for by Lessee shall remain the property of
Lessee and may be removed by Lessee upon the termination of this
Lease, provided that (a) any of such items as are affixed to the
Leased Premises and require severance may be removed only if
Lessee shall repair any damage caused by such removal and (b)
Lessee shall have fully performed all of the covenants and
agreements to be performed by Lessee under the provisions of
this Lease.  If the Lessee falls to remove any items referred to
hereinabove from the Leased Premises within the (10) days
following the termination of this Lease, all such alterations,
additions, and improvements shall become the property of the
Lessor unless Lessor elects to require their removal.

11.	Damage or Destruction. (a) Except as expressly herein
provided, no destruction of or damage to the Leased Premises
shall entitle Lessee to surrender possession of the Leased
Premises or to terminate this Lease.  Lessor agrees that in the
event of any damage to or destruction of any buildings and
improvements, or either of them situated on the Leased Premises
occasioned by fire or other hazards insured against under the
policies of insurance hereinbefore referred to, then Lessor
shall commence restoration or repair of the Leased Premises as
promptly as possible after occurrence of such damage or
destruction, and shall substantially complete such restoration
or repair with reasonable diligence.

(b)  In the event Lessee is deprived of any of the occupancy of
any part of the Leased Premises by reason of or in consequence
of any such damage or destruction, whether or not insured
against, provided the same is not occasioned by the act or acts
of Lessee, Lessee's officers, employees, or agents, then
Lessee's obligation to pay rent shall be reduced in proportion
to the time during which and to the area of the building of
which the Lessee shall be so deprived because of such damage or
destruction or the repair and restoration thereof.

(c)  It is, however, expressly understood and agreed, anything
hereinbefore contained which may appear to the contrary
notwithstanding, that if any damage or destruction of the
building and improvements at the time located on said Leased
Premises shall occur during the last six (6) months of the term
of this Lease, both Lessor and Lessee shall have the option,
upon giving written notice of the exercise thereof to the other
party, within thirty (30) days after the happening of such
damage or destruction, to terminate this Lease, in which case
any and all obligations of Lessor to restore said building and
improvements shall likewise terminate.  In the case of the
termination of this Lease, Lessee shall be required to pay rent
only up to the time of such termination, and the portion of any
rent paid in advance, apportioned as aforesaid, covering the
period of time subsequent to such termination, shall be refunded
by Lessor to Lessee.

12.	Liability for Damage: Indemnification.  Lessee agrees to
indemnify Lessor against, and to defend and hold Lessor free and
harmless from, any and all claims due to injury of persons
(unless caused by the sole negligence of Lessor) arising out of
Lessee's occupancy and/or use of the Leased Premises, during the
term of this Lease or extension hereof, or any other holdover
occupancy.

Lessee further agrees to indemnify Lessor against, and to defend
and hold Lessor free and harmless from, any and all claims of
any kind or nature arising from Lessee's use of the Leased
Premises during the term of this Lease or any extension hereof,
or any other holdover occupancy, and Lessee hereby waives all
claims against Lessor for damage to goods, wares, and
merchandise and any and all other property, due to any cause
whatsoever, except the sole negligence of Lessor during the term
of this Lease or extension hereof, or any other holdover
occupancy.

13.	Assigning and Subletting. Lessee shall not sublet the Leased
Premises or any part thereof nor assign this Lease, without in
each case the prior written consent of Lessor, which consent
shall not be unreasonably withheld or delayed.  Any transfer of
this Lease from Lessee, by merger, consolidation, liquidation,
or otherwise by operation of law shall constitute an assignment
for the purpose of this Lease and shall require the written
consent of Lessor.  Any consent by Lessor to any assignment or
subletting shall not constitute a waiver of the necessity for
such consent to any subsequent assignment or subletting.  In the
event that Lessee shall at any time, during the term of this
Lease or any renewal or extension hereof or any other holdover
occupancy, sublet all or any part of the Leased Premises or
assign this Lease, either with the consent of Lessor, then, and
in such event, it is hereby mutually agreed that Lessee shall
nevertheless remain primarily liable under all of the terms,
covenants, and conditions of this Lease.  If this Lease be
assigned, or if the Leased Premises or any part thereof be
subleased or occupied by anybody other than Lessee, Lessor may
collect from the assignee, sublessee, or occupant all rental or
other charges herein reserved, but such collection by Lessor
shall not be deemed an acceptance of the assignee, sublessee, or
occupant as a Lessee nor a release of Lessee from the
performance by Lessee of Lessee's obligations under this Lease.

14.	Surrender of Leased Premises.  Lessee agrees to surrender
the Leased Premises at the expiration or earlier termination of
this Lease, or extension hereof or any other holdover occupancy,
in as good condition as when the Leased Premises were delivered
to Lessee, ordinary wear, tear and damage or loss by the
elements, fire, casualty, or any of the perils comprehended by
the standard extended coverage insurance clause excepted.  All
other damages must be paid for.

15. 	Holdover.  Should Lessee holdover the Leased Premises or
any part thereof after the expiration of the term of this Lease,
unless otherwise agreed in writing, such holding over shall
constitute a tenancy from month to month only, and Lessee shall
pay one hundred twenty five (125%) percent of the monthly rental
in effect immediately proceeding the expiration of the preceding
term hereof equal to the monthly rental in effect immediately
preceding the expiration of the preceding term hereof, payable
in advance, but otherwise on the same terms and conditions as
herein provided.

16.	Waiver of Covenants.  It is agreed that the waiving of the
covenants of this Lease by either party shall be limited to the
particular instance and shall not be deemed to waive any other
breaches of such covenant or any provision contained herein.

17.	Default Except Rent. If Lessee shall default in fulfillment
of any of the covenants and conditions hereof, except default in
the payment of rent, Lessor may, at Lessor's option, after
fifteen (15) days prior written notice to Lessee, make
performance for Lessee and, for that purpose, advance such
amounts as may be necessary.  Any amounts so advanced, or any
expense incurred or sum of money paid by Lessor by reason of the
failure of Lessee to comply with any covenant, agreement,
obligation, or provisions of this Lease or in defending any
action to which Lessor may be subjected by reason of any such
failure shall be deemed to be additional rental for the Leased
Premises and shall be due and payable to Lessor on demand.  The
acceptance by Lessor of any monthly installment of rental
hereunder shall not be a waiver of any other rental hereunder
then due.

If Lessee shall default in fulfillment of any of the covenants
or conditions of this Lease (other than the covenants for the
payment of rental or other amounts) and any such default shall
continue for a period of fifteen (15) days after written notice
from Lessor to Lessee, the Lessor may, at Lessor's option,
terminate this Lease by giving Lessee notice of such termination
and, thereupon, this Lease shall expire as fully and completely
as if that day were the date definitely fixed for the expiration
of the term or this Lease, and Lessee shall then quit and
surrender the Leased Premises, provided, however, if any such
default requires more than fifteen (15) days to remedy and
Lessee is proceeding to cure such default, Lessor shall not be
entitled to terminate this Lease on account of such default
unless Lessee fails to commence curing such default promptly and
or fails to prosecute the curing of such default to completion
diligently.

18. Default in Rent; Insolvency of Lessee. If Lessee shall
default in the payment of the rental reserved hereunder, or any
part thereof, or in making any other payment herein provided
for, and any such default shall continue for a period of fifteen
(15) days after written notice from Lessor to Lessee, of if the
Leased Premises or any part thereof shall be abandoned or
vacated, or if Lessee shall be dispossessed by or under
authority other than Lessor, if Lessee shall file a voluntary
petition in bankruptcy, or if Lessee shall file any petition or
institute any proceeding under any insolvency or Bankruptcy Act
(or any amendment thereto hereafter made) seeking to effect a
reorganization or a composition with Lessee's creditors, or if
(in the proceedings based on the insolvency of Lessee or
relating to bankruptcy proceedings) a receiver or trustee shall
be appointed for Lessee or the Leased Premises, or if any
proceedings shall be commenced for the reorganization of Lessee,
or if the Leasehold estate created hereby shall be taken on
execution or by any process of law, or if Lessee shall admit in
writing, Lessee's inability to pay Lessee's obligations
generally as they become due, the Lessor may, at Lessor's
option, terminate this Lease, without further notice, and Lessor
and Lessor's agents and servants may immediately, or at any time
thereafter, re-enter the Leased Premises and remove all persons
and property therefrom (by legal proceedings or by force or
otherwise) without being liable to indictment, prosecution or
damage therefor, or without terminating this Lease to recover
the Leased Premises as aforesaid and in that event Lessor agrees
to use Lessor's best efforts to relet said premises on behalf of
the Lessee at whatever rent, for a term that may be more or less
than the expired portion of the within Lease, and upon such
other terms, provisions and conditions as Lessor deems
advisable, applying any moneys collected first to the payment of
resuming or obtaining possession, and second to the payment of
costs of placing the Leased Premises in rentable condition,
third in the payment of any real estate commission incurred by
Lessor in such reletting and fourth, for the payment of any
rental or other charges due hereunder and any other charges due
to Lessor.  Lessee shall remain liable for any deficiency in
rental which shall be paid upon demand therefor to Lessor.

19.	Condemnation. If the whole of the Leased Premises shall be
taken or condemned in any eminent domain, condemnation or like
proceeding by competent authority for any public or quasi-public
use or purpose (including, for the purpose of this section, any
voluntary conveyance in lieu of such proceeding), or if such
portion thereof shall be taken or condemned as to make it
unreasonable to use this remaining portion for the conduct of
Lessee's business, then in any of such events, the term of this
Lease shall cease and terminate as of the date of such taking or
condemnation, and any award for such taking or condemnation
shall belong to the Lessor provided, however, that Lessee shall
have the right to claim and recover from the condemning
authority, but not from Lessor, such compensation as may be
separately awarded or recoverable by Lessee in Lessee's own
right on account of any and all damages to Lessee's business by
reason of the condemnation and for or on account of any cost or
loss to which Lessee might be put in removing Lessee's
merchandise, furniture, fixtures, Leasehold improvement, and
equipment.  Notwithstanding the earlier termination, the Lessee
shall continue to pay the rent hereunder and to make all other
payments required hereunder until such time the Lessee vacates
the Leased Premises or shall be required to surrender possession
of the Leased Premises as a consequence of such taking or
condemnation, but not thereafter.

If only a part of the Leased Premises shall be taken or
condemned and the taking or condemnation of such part does not
make it unreasonable to use this remainder for the conduct of
Lessee's business, this Lease shall not terminate.  In such
event, the entire award shall belong to the Lessor and out of
the award to the Lessor and subject to the prior rights of any
Mortgagee, so much thereof as shall be reasonable necessary to
repair any damage to the building and other improvements on the
Leased Premises or to alter or modify them so as to render them
a complete and satisfactory architectural unit (including
parking facilities) shall be expended by Lessor for that
purpose.  During the period of restoration and thereafter the
rent hereunder shall be equitably reduced and abated in
proportion to that portion of the Leased Premises of which the
Lease shall be deprived on account of such taking or
condemnation.

In the event the parties are unable within a period of thirty
(30) days after any controversy arises between them to agree
upon (i) whether it is reasonable for Lessee to use the
remainder of the Leased Premises for the conduct of Lessee's
business, or (ii) the reduction of abatement of rent to be made
hereunder, then such dispute shall be resolved by arbitration in
accordance with the then prevailing rules of the American
Arbitration Association and the costs thereof shall be borne or
apportioned and paid as determined by such arbitration.

20.	Failure to Perform Covenant Any failure on the part of
either party to this Lease to perform any obligation hereunder,
and any delay in doing any act required hereby shall be excused
if such failure or delay is caused by any strike, lockout,
governmental restriction or any other similar cause beyond the
control of the party so failing to perform, to the extent and
for the period that such continues, save and except that the
provisions of this section shall not excuse a nonpayment of
rental or other sums due hereunder on the due date thereof.

21.	Quiet Enjoyment. If and so long as Lessee pays the rentals
reserved by this Lease and performs and observes all the
covenants and provisions hereof to be performed and observed by
Lessee, Lessee shall quietly enjoy the Leased Premises, subject,
however, to the terms of this Lease, and Lessor will warrant and
defend Lessee in the enjoyment and peaceful possession of the
Leased Premises throughout the term of this Lease, including any
extension hereof, or other holdover occupancy.

22.	Access to Leased Premises.  Lessor or Lessor's agents shall
have the right to enter the Leased Premises at all reasonable
times for the purpose of inspecting or examining the same and to
make such repairs as Lessor shall deem necessary or as may be
required to be made by Lessor.

23.	Option to Extend Lease. The Lessee shall have the option to
extend the Lease for five (5) years.  The rental for the renewal
term shall be negotiated at that time based on market rents. 
Renewal terms shall be exercised by Lessee by delivery to Lessor
of written notice of its intention to exercise by Lessee by
delivery to Lessor of written notice of its intention to
exercise such option no later than ninety (90) days prior to the
termination of the term of the Lease then in effect.

24.	Security Deposit. Lessor hereby acknowledges receipt from
Lessee for the sum of Three Thousand Three Hundred Fifty
($3,350.00) Dollars, to be held as collateral security for the
payment of any rentals and any other sums of money for which
Lessee shall become liable to Lessor under this Lease, and for
the faithful performance by Lessee of all other covenants and
agreements made herein; said deposit to be returned to Lessee
after the termination of this Lease provided Lessee shall have
made all such payments and performed all such covenants and
agreements.  Lessor shall not be required to keep said deposit
separate from its general accounts.  If Lessee fails to pay rent
or other charges due hereunder, or otherwise defaults with
respect to any provision of this Lease, Lessor may use, apply or
retain all or any portion of said deposit for the payment of any
rent or other charge in default or for the payment of any other
sum to which Lessor may become obligated by reason of Lessee's
default, or to compensate Lessor for any loss or damage which
Lessor may suffer thereby.  If Lessor so uses or applies all or
any portion of said deposit, Lessee shall within ten (10) days
after written demand therefore deposit cash with Lessor in any
amount sufficient to restore said deposit to the full amount
hereinabove stated and Lessee's failure to do so shall be a
material breach of this Lease.  If the monthly rent shall, from
time to time, increase during the term of this Lease, deposit
shall at all times bear the same proportion to current rent as
the original month rent.  If Lessor assigns its interest in the
premises during the Lease term, Lessor may assign the security
deposit to the assignee and thereafter Lessor shall have no
further liability for the return of such security deposit.

25.	Rights of Successors and Assigns. The covenants and
agreements contained in the within Lease shall apply to, inure
to the benefit of, and be binding upon the parties hereto and
upon their respective successors in interest, except as
expressly otherwise herein provided.

26.	Lease Documentary Stamps.  Lessee shall pay documentary
stamps as required by South Carolina Law for the execution of
this Lease.

27.	Entire Agreement. This Lease and the exhibit attached hereto
set forth all the covenants, promises, agreements, conditions
and understandings between Lessor and Lessee concerning the
Leased Premises, and there are no covenants, promises,
agreements, conditions, or understanding, either oral or
written, between them other than as herein set forth.  Except as
herein otherwise provided, no subsequent alteration, amendment,
change or addition to this Lease shall be binding upon Lessor or
Lessee unless reduced to writing and signed by them.  Lessee
agrees that Lessor and Lessor's agents have made no
representations or promises with respect to the Leased Premises
or the building or the property which are a part thereof except
as herein expressly set forth.

28.	Section Heading. The section headings as to the contents of
particular sections herein are inserted only for convenience and
are in no way to be construed as part of such section or as a
limitation on the scope of the particular section to which they
refer.

29.	Governing Law.  This Lease shall be governed by, construed,
and enforced in accordance with the laws of the State of South
Carolina.

30.	Grammatical Usage. In construing this Lease, feminine or
neuter pronouns shall be substituted for those masculine in form
and vice versa, and plural terms shall be substituted for
singular and singular for plural in any place in which the
context so required.

31.	Hazardous Material or Substance. Lessee shall not bring nor
shall allow to be brought any hazardous chemical, substance, or
waste onto the premises, and if at any time during or subsequent
to this Lease, any such material or substance is found on the
premises, the Lessee shall have the sole obligation for its
removal.

IN WITNESS WHEREOF, the parties hereto have caused these present
to be executed as of the day and year first above written.

IN THE PRESENCE OF:

LESSOR.
By: (Signed)
Its: Partner

(Signed)
Witness

LESSEE:
By: (Signed)
Its: President

(Signed)
Witness