4669 Southwest Freeway (Houston, TX) Sublease Agreement - ITS Supply Corporation and International Tool & Supply Co. Inc.


                             SUBLEASE AGREEMENT

        THE SUBLEASE AGREEMENT is made and entered into on this 31st day of 
December, 1997 by and between ITS SUPPLY CORPORATION, a corporation organized 
and existing under the laws of the State of Delaware (hereinafter referred to 
as 'Sublessee'), and International Tool & Supply Company, Inc., a corporation 
organized and existing under the laws of the State of Delaware (hereinafter 
referred to as 'Sublessor').
        
                                 WITNESSETH:

        WHEREAS, Sublessor is the Lessee under a Lease Contract (the 'Lease') 
entered into by and between Camac Holdings, Inc., as Lessor ('Camac') and 
Sublessor, which Lease includes 10,454 square feet of Rentable Area located on
the fourth floor of the building currently known as 'Camac Plaza', located at 
4669 Southwest Freeway, Houston, Texas; and

        WHEREAS, Sublessee desires to sublease 10,454 square feet of Rentable 
Area located on the fourth floor of Camac Plaza and 238 square feet of 
Rentable Area currently used for storage located on the first floor of Camac 
Plaza (collectively, the 'Sublease Area') from Sublessor pursuant to and 
subject to the terms and conditions hereinafter set forth;

        NOW THEREFORE, in consideration of the mutual covenants and promises 
set forth below, the parties hereto do hereby agree as follows:

1.      Sublessor hereby subleases to Sublessee and Sublessee hereby subleases
        from Sublessor the Sublease Area pursuant to and subject to the terms
        and conditions hereinafter set forth. The Sublease Area is subleased
        'as is' and neither Sublessor nor Camac (or its successors or assigns)
        shall have any obligation to make improvements thereto.

2.      This Sublease shall become effective on January 1, 1998 and, except as
        otherwise provided herein, shall continue in full force until the 30th
        day of June 1999. Notwithstanding the foregoing, however, Sublessee
        shall have the right to terminate this Sublease Agreement, and the
        sublease thereunder, at any time by giving no less than twelve (12)
        months written notice of its intent to so terminate prior to such
        termination.

3.      Sublessee agrees to pay without demand a rental rate of $9,028.00 per
        month for the Sublease Area located on the fourth floor and $236.00
        per month for the Sublease Area located on the first floor. Such
        rental rate shall be due and payable on the first day of each calendar
        month, and Sublessee hereby agrees to pay such rent monthly in advance
        without demand to Sublessor at Sublessor's address as may be
        designated from time to time by Sublessor.

4.      Sublessor agrees that there shall be no escalation in the rental rate 
        to be paid by Sublessee during the term of this Sublease.





 
5.      Except as expressly otherwise provided herein, Sublessee agrees to be
        bound by all of the terms and conditions of the Lease (including Exhibit
        'D'thereto), a copy of which is attached hereto, as if Sublessee were
        the Lessee thereunder and Sublessor were the Lessor thereunder.
        Additionally, Sublessee understands and agrees that, except with respect
        to any amounts to be paid by Sublessee to Sublessor hereunder, Camac
        (and its successors and assigns) shall also be entitled to enforce the
        performance of Sublessee's covenants, duties and obligations under this
        Sublease and the Lease.

        IN WITNESS THEREOF, this Agreement has been executed on the date first 
written above.

ITS SUPPLY CORPORATION                          INTERNATIONAL TOOL & SUPPLY
                                                COMPANY, INC.



By:                                             By:
    ----------------------------------              ---------------------------
        Kendal A. Gladys                               Greg O'Brien
        Chairman                                       Vice President



 
                             APPROVAL OF SUBLEASE

Camac Holdings, Inc. ('Camac'), Lessor under that Lease Contract (the 'Lease') 
entered into by and between Camac, as Lessor and International Tool & Supply 
Company, Inc. ('ITS'), as Lessee, which Lease includes 10,454 square feet of 
Rentable Area located on the fourth floor of the building currently known as 
'Camac Plaza', located at 4669 Southwest Freeway, Houston, Texas, hereby 
consents to the sublease by ITS to ITS Supply Corporation, which sublease shall 
be subject to the terms and conditions of a Sublease Agreement in the form 
attached hereto as Exhibit A.

Dated as of December 15, 1997.

CAMAC HOLDINGS, INC.



By:
    --------------------------------------
    Kamoru A. Lawal
    Senior Vice President