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Construction Loan Agreement - Pioneer Citizens Bank of Nevada and Trex Co. LLC

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                            CONSTRUCTION LOAN AGREEMENT


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  Principal         Loan Date         Maturity       Loan No     Call     Collateral     Account     Officer    Initials
$4,570,000.00       02-05-1999       11-05-1999     860004167     110        0055        176436        055
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  References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
    loan or item
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BORROWER:      TREX COMPANY, LLC                            LENDER:   PIONEER CITIZENS BANK OF NEVADA
               20 S. CAMERON ST. STE. 300                             REAL ESTATE DEPARTMENT
               WINCHESTER, VA 22601                                   ONE WEST LIBERTY
                                                                      BOX 2351
                                                                      RENO, NY 89505
===================================================================================================================================


THIS CONSTRUCTION LOAN AGREEMENT between TREX COMPANY, LLC ("Borrower") and
PIONEER CITIZENS BANK OF NEVADA ("Lender") is made and executed on the following
terms and conditions. Borrower has applied to Lender for loans in the total
principal amount of U.S. $4,570,000.00 in order to construct the Improvements on
the Real Property described below. Lender is willing to lend the loan amount to
Borrower solely under the terms and conditions specified in this Agreement and
in the Related Documents, to each of which Borrower agrees. Borrower understands
and agrees that: (a) in granting, renewing, or extending any Loan, Lender is
relying upon Borrower's representations, warranties, and agreements, as set
forth in this Agreement, and (b) all such Loans shall be and remain subject to
the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of February 5, 1999, and shall
continue thereafter until all indebtedness has been paid in full and all other
obligations of Borrower hereunder have been performed in full and the parties
terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. All references
to dollar amounts shall mean amounts in lawful money of the United States of
America.

     AGREEMENT. The word "Agreement" means this Construction Loan Agreement, as
     this Construction Loan Agreement may be amended or modified from time to
     time, together with all exhibits and schedules attached to this
     Construction Loan Agreement from time to time.

     ARCHITECTURE CONTRACT. The words "Architecture Contract" mean the
     architect's contract relating to the Project, if any.

     BORROWER. The word "Borrower" means each and every person or entity signing
     the Note, including without limitation TREX COMPANY, LLC.

     COLLATERAL. The word "Collateral" means and includes without limitation all
     property and assets granted as collateral security for a Loan, whether
     real or personal property, whether granted directly or indirectly, whether
     granted now or in the future, and whether granted in the form of a security
     interest, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt lien, charge, lien or title retention contract, lease or
     consignment intended as a security device, or any other security or lien
     interest whatsoever, whether created by law, contract, or otherwise.

     COMMENCEMENT DATE. The words "Commencement Date" mean February 5, 1999.

     COMPLETION DATE. The words "Completion Date" mean November 5, 1999.

     COMPLETION GUARANTY. The words "Completion Guaranty" mean the Guaranty of
     Completion and Performance of the construction of the Project executed and
     delivered by Q & D CONSTRUCTION BY: to and for the benefit of Lender.

     CONSTRUCTION CONTRACT. The words "Construction Contract" mean and include
     the contract between Borrower and Q & D CONSTRUCTION, the general
     contractor for the Project, (General Contractor), and any subcontracts with
     subcontractors, materialmen, laborers, or any other person or entity for
     performance of work on the Project or the delivery of materials to the
     Project.

     CONTRACTOR. The word "Contractor" means Q & D CONSTRUCTION, the General
     Contractor for the Project.
       
     EVENT OF DEFAULT. The words "Event of Default" mean and include without
     limitation any of the Events of Default set forth below in the section
     titled "EVENTS OF DEFAULT."

     GRANTOR. The word "Grantor" means and includes without limitation each and
     all of the persons or entities granting a Security Interest in and
     Collateral for the Indebtedness, including without limitation all Borrowers
     granting such a Security Interest.

     GUARANTOR. The word "Guarantor" means and includes without limitation all
     guarantors, sureties, and accommodation parties, including without
     limitation all guarantors under the Completion Guaranty.

     IMPROVEMENTS. The word "Improvements" means and includes without limitation
     all existing and future buildings, structures, facilities, fixtures,
     additions, and similar construction on the Property.

     INDEBTEDNESS. The word "Indebtedness" means and includes without limitation
     all Loans, together with all other obligations, debts and liabilities of
     Borrower to Lender, or any one or more of them, as well as all claims by
     Lender against Borrower, or any one or more of them; whether now or
     hereafter existing, voluntary or involuntary, due or not due, absolute or
     contingent, liquidated or unliquidated; whether Borrower may be liable
     individually or jointly with others; whether Borrower may be obligated as a
     guarantor, surety, or otherwise; whether recovery upon such Indebtedness
     may be or hereafter may become barred by any statute of limitations; and
     whether such indebtedness may be or hereafter may become otherwise
     unenforceable.

     LENDER. The word "Lender" means PIONEER CITIZENS BANK OF NEVADA, its
     successors and assigns.

     LOAN. The word "Loan" means the loan made to Borrower under this Agreement
     and the related Documents as described below.

     LOAN FUND. The words "Loan Fund" mean the undisbursed proceeds of the Loan
     under this Agreement together with any equity funds or other deposits
     required from Borrower under this Agreement.

     NOTE. The word "Note" means the promissory note or credit agreement dated
     February 5, 1999, in the original principal amount of $4,570,000.00 from
     Borrower to Lender, together with all renewals of, extensions of,
     modifications of, refinancings of, consolidations of, and substitutions for
     the promissory note or agreement.

     PLANS AND SPECIFICATIONS. The words "Plans and Specifications" mean the
     plans and specifications for the Project which have been submitted to and
     initiated by Lender, together with such changes and additions as may be
     approved by Lender in writing.

     PROJECT. The word "Project" means the construction and completion of all
     improvements contemplated by this Agreement, including without limitation
     the erection of the building or structure, installation of equipment and
     fixtures, landscaping, and all other work necessary to make the Property
     usable and complete for the intended purposes. The Project includes the
     following work:

               CONSTRUCTION OF MANUFACTURING/STORAGE FACILITY IN FERNLEY, NEVADA

     PROJECT DOCUMENTS. The words "Project Documents" mean the Plans and
     Specifications, all studies, data and drawings relating to the Project,
     whether prepared by or for Borrower, the Construction Contract, the
     Architecture Contract, and all other contracts and agreements relating to
     the Project or the construction of the improvements.

     PROPERTY. The word "Property" means the Real Property together with all
     improvements, all equipment, fixtures, and other articles of personal
     property now or subsequently attached or affixed to the real property,
     together with all accessions, parts, and additions to, all replacements of,
     and all substitutions for any of such property, and all proceeds (including
     insurance proceeds and refunds of premiums) from any sale or other
     disposition of such property.

     REAL PROPERTY. The words "Real Property" mean the real property located in
     LYON County, State of Nevada, and legally described as:

               SEE ATTACHED EXHIBIT "A"

     The Real Property or its address is commonly known as 1800 E. NEWLANDS
     DRIVE, FERNLEY, NV 89408. The property tax identification number for the
     Real Property is 021-241-08.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
     limitation all promissory notes, credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the indebtedness.
    
     SECURITY AGREEMENT. The words "Security Agreement" mean and include without
     limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     SECURITY INTEREST. The words "Security Interest" mean and include without
     limitation any type of collateral security, whether in the form of a lien,
     charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien or title retention contract, lease or consignment intended
     as a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

<PAGE>

02-05-1999                 CONSTRUCTION LOAN AGREEMENT                  Page 2

Loan No 860004157                  (Continued)
================================================================================

     Value.  The word "Value" means such amount or worth as defined and
     determined by Lender in its sole discretion unless agreed to the contrary
     by Lender in writing.

LOAN.  The Loan shall be in an amount not to exceed the principal sum of U.S.
$4,570,000.00 and shall bear interest on so much of the principal sum as shall
be advanced pursuant to the terms of this Agreement and the Related Documents.
The Loan shall bear interest on each Advance from the date of the Advance in
accordance with the terms of the Note.  Borrower shall use the Loan Funds solely
for the payment of (a) the costs of constructing the improvements and equipping
the Project in accordance with the Construction Contract; (b) other costs and
expenses incurred or to be incurred in connection with the construction of the
improvements as Lender in its sole discretion shall approve; and (c) if
permitted by Lender, interest due under the Note, including all expenses and all
loan and commitment fees described in this Agreement.  The Loan amount shall be
subject at all times to all maximum limits and conditions set forth in this
Agreement or in any of the Related Documents, including without limitation, any
limits relating to loan to value ratios and acquisition and Project costs.

FEES AND EXPENSES.  Whether or not the Project shall be consummated, Borrower
shall assume and pay upon demand all out-of-pocket expenses incurred by Lender
in connection with the preparation of loan documents and the making of the Loan,
including without limitation the following: (a) all closing costs, fees, and
disbursements; (b) all expenses of Lender's legal counsel; and (c) all title
examination fees, title insurance premiums, appraisal fees, survey costs,
required fees, and filing and recording fees.

NO CONSTRUCTION PRIOR TO RECORDING OF SECURITY DOCUMENT.  Borrower will not
permit any work or materials to be furnished in connection with the Project
until (a) Borrower has signed the Related Documents; (b) Lender's mortgage or
deed of trust and other Security interests in the Property have been duly
recorded and perfected; and (c) Lender has been provided evidence, satisfactory
to Lender, that Borrower has obtained all insurance required under this
Agreement or any Related Agreement and that Lender's liens on the Property and
improvements are valid perfected first liens, subject only to such exceptions,
if any, acceptable to Lender.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of Loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any indebtedness exists:


    Organization. Borrower is a limited liability company which is duly
    organized, validly existing, and in good standing under the laws of the
    State of Nevada and is validly existing and in good standing in all states
    in which Borrower is dong business. Borrower has the full power and
    authority to own its properties and to transact the business in which it is
    presently engaged or presently proposes to engage. Borrower also is duly
    qualified as a foreign limited liability company and is in good standing in
    all states in which the failure to so qualify would have a material adverse
    effect on its business or financial condition.

    Authorization. The execution delivery, and performance of this Agreement by
    Borrower, to the extent to be executed, delivered or performed by Borrower,
    have been duly authorized by all necessary action by Borrower; do not
    require the consent or approval of any other person, regulatory authority or
    governmental body; and do not conflict with, result in a violation of, or
    constitute a default under (a) any provision of its articles of
    organization, operating agreement, or any other agreement or other
    instrument binding upon Borrower or (b) any law, governmental regulation,
    court decree, or order applicable to Borrower.

    Financial Information. Each financial statement of Borrower supplied to
    Lender truly and completely disclosed Borrower's financial condition as of
    the date of the statement, and there has been no material adverse change in
    Borrower's financial condition subsequent to the date of the most recent
    financial statement supplied to Lender. Borrower has no material contingent
    obligations except as disclosed in such financial statements.

    Litigation and Claims. No litigation, claim, investigation, administrative
    proceeding or similar action (including those for unpaid taxes) against
    Borrower is pending or threatened, and no other event has occurred which may
    materially adversely affect Borrower's financial condition or properties,
    other than litigation, claims, or other events, if any, that have been
    disclosed to and acknowledge by Lender in writing.

    Title to Property. Borrower has, or on the date of first disbursement of
    Loan proceeds will have, good and marketable title to the Property fee and
    clear of all defects, liens, and encumbrances, excepting only liens for
    taxes, assessments, or governmental charges or levels not yet delinquent or
    payable without penalty or interest, and such liens and encumbrances as may
    be approved in writing by the Lender.


    Hazardous Substances. The terms "hazardous waste," "hazardous substance,"
    "disposal," "release," and "threatened release," as used in this Agreement,
    shall have the same meanings as set forth in the Comprehensive Environmental
    Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.
    Section 9601 et seq, ("CERCLA"), the Superfund Amendments and
    Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous
    Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource
    Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other
    applicable state or Federal laws, rules, or regulations adopted pursuant to
    any of the foregoing. Except as disclosed to and acknowledged by Lender in
    writing, Borrower represents and warrants that: (a) During the period of
    Borrower's ownership of the properties, there has been no use, generation,
    manufacture, storage, treatment, disposal, release or threatened release of
    any hazardous waste or substance by any person on, under, about or from any
    of the properties. (b) Borrower has no knowledge of, or reason to believe
    that there has been (i) any use, generation, manufacture, storage,
    treatment, disposal, release, or threatened release of any hazardous waste
    or substance on, under, about or from the properties by any prior owners or
    occupants of any of the properties, or (ii) any actual or threatened
    litigation or claims of any kind by any person relating to such matters. (C)
    Neither Borrower nor any tenant, contractor, agent or other authorized user
    of any of the properties; and any such activity shall be conducted in
    compliance with all applicable federal, state, and local laws, regulations,
    and ordinances, including without limitation those laws, regulations and
    ordinances described above. Borrower authorizes Lender and its agents to
    enter upon the properties to make such inspections and tests as Lender may
    deem appropriate to determine compliance of the properties with this section
    of the Agreement. Any inspections or tests made by Lender shall be at
    Borrower's expense and for Lender's purposes only and shall not be
    construed to create any responsibility or liability on the part of Lender
    to Borrower or to any other person. The representations and warranties
    contained herein are based on Borrower's due diligence in investigating the
    properties for hazardous waste and hazardous substances. Borrower hereby (a)
    releases and waives any future claims against Lender for indemnity or
    contribution in the event Borrower becomes liable for cleanup or other costs
    under any such laws, and (b) agrees to indemnify and hold harmless Lender
    against any and all claims, losses, liabilities, damages, penalties, and
    expenses which Lender may directly or indirectly sustain or suffer resulting
    from a breach of this section of the Agreement or as a consequence of any
    use, generation, manufacture, storage, disposal, release or threatened
    release of a hazardous waste or substance on the properties. The provisions
    of this section of the Agreement, including the obligation to indemnify,
    shall survive the payment of the indebtedness and the satisfaction of this
    Agreement and shall not be affect by Lender's acquisition of any interest in
    any of the properties, whether by foreclosure or otherwise.

    Project Costs. The Project costs are true and accurate estimates of the
    costs necessary to complete the Improvements in a good and workmanlike
    manner according to the Plans and Specifications presented by Borrower to
    Lender, and Borrower shall take all steps necessary to prevent the actual
    cost of the improvements from exceeding the Project costs.

    Utility Services. All utility services appropriate to the use of the Project
    after completion of construction are available at the boundaries of the
    Property.

    Access.  The Property is contiguous to publicly dedicated streets, roads, or
    highways providing access to the Property.

    Assessment of Property. The Property is and will continue to be assessed and
    taxed as an independent parcel by all governmental authorities.

    Compliance with Governing Authorities. Borrower has examined and is
    familiar with all the assessments, covenants, conditions, restrictions,
    reservations, building laws, regulations, zoning ordinances, and federal,
    state, and local requirements affecting the Project. The Project will at all
    times and in all respects conform to and comply with the requirements of
    such easements, covenants, conditions, restrictions, reservations, building
    laws, regulations, zoning ordinances, and federal, state and local
    requirements.

    Legal Effect. This Agreement constitutes, and any instrument or agreement
    required hereunder to be given by Borrower when delivered will constitute,
    legal, valid and binding obligations of Borrower enforceable against
    Borrower in accordance with their respective terms.

    Binding Effect. This Agreement, the Note and all Security Agreements
    directly or indirectly securing repayment of Borrower's Loan and Note are
    binding upon Borrower as well as upon Borrower's successors, representatives
    and assigns, and are legally enforceable in accordance with their respective
    terms.

    Survival of Representation and Warranties. Borrower understands and agrees
    that Lender is relying upon the above representations and warranties in
    extending Loan Advances to Borrower. Borrower further agrees that the
    foregoing representations and warranties shall be continuing in nature and
    shall remain in full force and effect until such time as Borrower's Loan and
    Note shall be paid in full, or until this Agreement shall be terminated in
    the manner provided above, whichever is the last to occur.

CONDITIONS PRECEDENT TO EACH ADVANCE.  Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement.

    Approval of Contractors, Subcontractors, and Materialmen. Lender shall have
    approved a list of all contractors employed in connection with the
    construction of the improvements, showing the name, address, and telephone
    number of each contractor, a general description of the nature of the work
    to be done, that labor and materials to be supplied, the names of
    materialmen, if known, and the appropriate dollar value of the labor, work,
    or materials with respect to each contractor or materialmen. Lender shall
    have the right to communicate with any person to verify the facts
<PAGE>

02-05-1999                   CONSTRUCTION LOAN AGREEMENT                   Page
Loan No 860004157                   (Continued)                             3
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     disclosed by the list or by any application for any Advance, or for any
     other purpose.

     PLANS, SPECIFICATIONS, AND PERMITS. Lender shall have received and accepted
     a complete set of Plans and Specifications setting forth improvements for
     the Project, and Borrower shall have furnished to Lender copies of all
     permits and requisite approvals of any governmental bond necessary for the
     construction and use of the Project.

     ARCHITECTURE AND CONSTRUCTION CONTRACTS. Borrower shall have furnished in
     form and substance satisfactory to Lender an executed copy of the
     Architecture Contract and an executed copy of the Construction Contract.

     SUPPORT DOCUMENTS. Borrower shall provide to Lender in form satisfactory to
     Lender the following support documents for the Loan: Competition Guaranty.

     BUDGET AND SCHEDULE OF ESTIMATED ADVANCES. Lender shall have approved
     detailed budget and cash flow projections of total Project costs and a
     schedule of the estimated amount and time of disbursements of each Advance.

     BORROWER'S AUTHORIZATION. Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of the Loan documents, and the
     consummation of the Project, and such other authorizations and other
     documents as Lender in its sole discretion may require.

     BOND. If requested by Lender, Borrower shall have furnished a performance
     and payment bond in an amount equal to 100% of the amount of the
     Construction Contract, as well as a materialmen's and mechanics' payment
     bond, with such riders and supplements as Lender may require, each in form
     and substance satisfactory to Lender, naming the General Contractor as
     principal and Lender as an additional obligee.

     APPRAISAL. If required by Lender, an appraisal shall be prepared for the
     Property, at Borrower's expense, which in form and substance shall
     satisfactory to Lender, in its sole discretion, including applicable
     regulatory requirements.

     PLANS AND SPECIFICATIONS. If requested by Lender, Borrower shall have
     assigned to Lender on Lender's forms the Plans and Specifications for the
     Project.

     ENVIRONMENT REPORT. If requested by Lender, Borrower shall have furnished
     to Lender, at Borrower's expense, an environmental report and certificate
     on the Property in form and substance satisfactory to Lender, prepared by
     an engineer or other expert satisfactory to Lender stating that the
     Property complies with all applicable provisions and requirements of the
     "Hazardous Substances" paragraph set forth below.

     SOIL REPORT. If requested by Lender, Borrower shall have furnished to
     Lender, at Borrower's expenses, a soil report for the Property in form and
     substance satisfactory to Lender, prepared by a registered engineer
     satisfactory to Lender stating that the Property is free from soil or other
     geological conditions that would preclude its use or development as
     contemplated without extra expense for precautionary, corrective or
     remedial measures.

     SURVEY. If requested by Lender, Borrower shall have furnished to Lender a
     survey of recent date, prepared and certified by a qualified surveyor and
     providing that the improvements, if constructed in accordance with the
     Plans and Specifications, shall lie wholly within the boundaries of the
     Property without encroachment or violation of any zoning ordinances,
     building codes or regulations, or setback requirements, together with such
     other information as Lender in its sole discretion may require.

     ZONING. Borrower shall have furnished evidence satisfactory to Lender that
     the Property is duly and validly zoned for the construction maintenance,
     and operation of the Project.

     TITLE INSURANCE. Borrower shall have provided to Lender an ALTA Lender's
     extended coverage policy of title insurance with such endorsements as
     Lender may require, issued by a title insurance company acceptable to
     Lender and in a form, amount, and content satisfactory to Lender insuring
     or agreeing to insure that Lender's Mortgage or Deed of Trust on the
     Property is or will be upon recordation a valid first lien on the Property
     free and clear of all defects, liens, encumbrances, and exceptions except
     those as specifically accepted by Lender in writing. If requested by
     Lender, Borrower shall provide to Lender, at Borrower's expense, a
     foundation endorsement to he title policy upon the completion of each
     foundation for the improvements, showing no encroachments, and upon
     completion an endorsement which insures the lien-free completion of the
     improvements.

     INSURANCE. Unless waived by Lender in writing, Borrower shall have
     delivered to Lender the following insurance policies or evidence thereof:
     an all risks course of construction insurance policy (builder's risk), with
     extended coverage covering the improvements issued in an amount and by a
     company acceptable to Lender, containing a loss payable or other
     endorsement satisfactory to Lender insuring Lender as mortgagee together
     with such other endorsements as may be required by Lender including
     stipulations that coverage will not be cancelled or diminished without at
     least ten (10) days, prior written notice to lender; (b) owners and General
     Contractor general liability insurance, public liability and workmen's
     compensation insurance; (c) flood insurance if required by Lender or
     applicable law; and (d) all other insurance required by this Agreement or
     by the Related Documents.

     WORKERS' COMPENSATION COVERAGE. Provide to Lender proof of the General
     Contractor's compliance with all applicable workers' compensation laws and
     regulations with regard to all work performed on the Project.

     PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all
     expenses specified in this Agreement as are then due and payable.

     SATISFACTORY CONSTRUCTION. All work usually done at the stage of
     construction for which disbursement is requested shall have been done in a
     good and workmanlike manner and all materials and fixtures usually
     furnished and installed at that stage of construction shall have been
     furnished and installed, all in compliance with the Plans and
     Specifications. Borrower shall also have furnished to Lender such proofs as
     Lender may require to establish the progress of the work, compliance with
     applicable laws, freedom of the Property from liens, and the basis for the
     requested disbursement.

     CERTIFICATION. Borrower shall have furnished to Lender a certification by
     an engineer, architect, or other qualified inspector acceptable to Lender
     that the construction of the improvements has complied and will continue
     with all applicable statutes, ordinances, codes, regulations, and similar
     requirements.

     LIEN WAIVERS. Borrower shall have obtained and attached to each application
     for an Advance, including the Advance to cover final payment to the General
     Contractor, executed acknowledgments of payments of all sums due and
     releases of mechanic's and materialmen's liens, satisfactory to Lender,
     from any party having lien rights, which acknowledgments of payment and
     releases of liens shall cover all work, labor, equipment, materials done,
     supplied, performed, or furnished prior to such application for an Advance.

     LACK OF DEFAULT. There shall not exist at the time of any Advance a
     condition which would constitute an Event of Default under this Agreement.

DISBURSEMENT OF LOAN PROCEEDS. The following provisions relate to the
disbursement of funds from the Loan Fund.

     APPLICATION FOR ADVANCES. Each application shall be stated on a standard
     AIA payment request form or other form approved by Lender, executed by
     Borrower, and supported by such evidence as Lender shall reasonably
     require. Borrower shall apply only for disbursement with respect to work
     actually done by the General Contractor and for materials and equipment
     actually incorporated into the Project. Each application for an Advance
     shall be deemed a certification of Borrower that as of the date of such
     application, all representations and warranties contained in the Agreement
     are true and correct, and that Borrower is in compliance with all of the
     provisions of this Agreement.

     PAYMENTS. At the sole option of Lender, Advances may be paid in the joint
     names of Borrower and the General Contractor, subcontractor(s), or
     supplier(s) in payment of sums due under the Construction Contract. At its
     sole option, Lender may directly pay the General Contractor and any
     subcontractors or other parties the sums due under the Construction
     Contract. Borrower appoints Lender as its attorney-in-fact to make such
     payments. This power shall be deemed to be coupled with an Interest, shall
     be irrevocable, and shall survive an Event of Default under this Agreement.

     PROJECTED COST OVERRUNS. If Lender at any time determines in its sole
     discretion that the amount in the Loan Fund is insufficient, or will be
     insufficient, to complete fully and to pay for the Project, then within ten
     (10) days after receipt of a written request from Lender, Borrower shall
     deposit in the Loan Fund an amount equal to the deficiency as determined by
     Lender. The judgment and determination of Lender under this section shall
     be final and conclusive. Any such amounts deposited by Borrower shall be
     disbursed prior to any Loan proceeds.

     FINAL PAYMENT TO GENERAL CONTRACTOR. Upon completion of the Project and
     fulfillment of the Construction Contract to the satisfaction of Lender and
     provided sufficient Loan Funds are available, Lender shall make an Advance
     to cover the final payment due to the General Contractor upon delivery to
     Lender of endorsements to the ALTA title insurance policy following the
     posting of the completion notice, as provided under applicable law.
     Construction shall not be deemed complete for purposes of final
     disbursement unless and until Lender shall have received all of the
     following:

        (a) Evidence satisfactory to Lender that all work under the Construction
        Contract requiring inspection by any governmental authority with
        jurisdiction has been duly inspected and approved by such authority that
        a certificate of occupancy has been issued, and that all parties
        performing work have been paid, or will be paid, for such work;

        (b) A certification by an engineer, architect, or other qualified
        inspector acceptable to Lender that the improvements have been completed
        substantially in accordance with the Plans and Specifications and the
        Construction Contract, that direct connection has been made to all
        utilities set forth in the Plans and Specifications, and that the
        Project is ready for occupancy; and


<PAGE>

02-05-1999                 CONSTRUCTION LOAN AGREEMENT                   Page 4

Loan No 860004157                  (Continued)
================================================================================


       (c) Acceptance of the completed improvements by Lender and Borrower.

     Construction Default. If Borrower fails in any respect to comply with the
     provisions of this Agreement or if construction ceases before completion
     regardless of the reason, Lender, at its option, may refuse to make further
     Advances, may accelerate the indebtedness under the terms of the Note, and
     without thereby impairing any of its rights, powers, or privileges, may
     enter into possession of the construction site and perform or cause to be
     performed any and all work and labor necessary to complete the
     improvements, substantially in accordance with the Plans and
     Specifications.

     Damage or Destruction. If any of the Property or Improvements is damaged or
     destroyed by casualty of any nature, within sixty (60) days thereafter
     Borrower shall restore the Property and improvements to the condition in
     which they were before such damage or destruction with funds other than
     those in the Loan Fund. Lender shall not be obligated to make disbursements
     under this Agreement until such restoration has been accomplished.

     Right to Advance Funds.  When any event occurs that Lender determines may
     endanger completion of the Project or the fulfillment of any condition or
     covenant in this Agreement, Lender may require Borrower to furnish, within
     ten (10) days after delivery of a written request, adequate security to
     eliminate, reduce, or indemnity Lender against, such danger.  In addition,
     upon such occurrence, Lender in its sole discretion may advance funds or
     agree to undertake to advance funds to any party to eliminate, reduce, or
     indemnify Lender against such danger or to complete the Project.  All sums
     paid by Lender pursuant to such agreements or undertakings shall be for
     Borrower's account and shall be without prejudice to Borrower's rights, if
     any, to receive such funds from the party to whom paid.  All sums expended
     by Lender in the exercise of its option to complete the Project or protect
     Lender's interests shall be payable to Lender on demand together with
     interest from the date of the Advance at the rate applicable to the Loan.
     In addition, any Advance of funds under this Agreement, including without
     limitation direct disbursements to the General Contractor or other parties
     in payment of sums due under the Construction Contract, shall be deemed to
     have been expended by or on behalf of Borrower and to have been secured by
     Lender's Mortgage or Deed of Trust, if any, on the Property.

LIMITATION OF RESPONSIBILITY.  The making of any Advance by Lender shall not
constitute or be interpreted as either (a) an approval or acceptance by Lender
of the work done through the date of the Advance, or (b) a representation or
indemnity by Lender to any party against any deficiency or defect in the work or
against any breach of any contract.  Inspections and approvals of the Plans and
Specifications, the Improvements, the workmanship and materials used in the
Improvements, and the exercise of any other right of inspection, approval, or
inquiry granted to Lender in this Agreement are acknowledged to be solely for
the protection of Lender's interests, and under no circumstances shall they be
construed to impose any responsibility or liability of any nature whatsoever on
Lender to any party.  Neither Borrower nor any contractor, subcontractor,
materialmen, laborer, or any other person shall rely, or have any right to rely,
upon Lender's determination of the appropriateness of any Advance.  No
disbursement or approval by Lender shall constitute a representation by Lender
as to the nature of the Project, its construction, or its intended use for
Borrower or for any other person, nor shall it constitute an indemnity by Lender
to Borrower or to any other person against any deficiency or defects in the
Project or against any breach of any contract.

AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     Litigation.  Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all existing and all
     threatened litigation, claims, investigations, administrative proceedings
     or similar actions affecting Borrower or any Guarantor which could
     materially affect the financial condition of Borrower or the financial
     condition of any Guarantor.

     Financial Records.  Maintain its books and records in accordance with
     generally accepted accounting principles, applied on a consistent basis,
     and permit Lender to examine and audit Borrower's books and records at all
     reasonable times.

     Additional  Information.  Furnish such additional information and
     statements, lists of assets and liabilities, agings of receivables and
     payables, inventory schedules, budgets, forecasts, tax returns, and other
     reports with respect to Borrower's financial condition and business
     operations as Lender may request from time to time.

     Compliance with Governmental Requirements.  Comply with all laws,
     ordinances, and regulations, now or hereafter in effect, of all
     governmental authorities applicable to the use or occupancy of the
     Property, including without limitation, the Americans With Disabilities
     Act.  Borrower may contest in good faith any such law, ordinance, or
     regulation and withhold compliance during any proceeding, including
     appropriate appeals, so long as Borrower has notified Lender in writing
     prior to doing so and so long as, in Lender's sole opinion, Lender's
     interests in the Property are not jeopardized. Lender may require Borrower
     to post adequate security or a surety bond, reasonably satisfactory to
     Lender, to protect Lender's interest.

     Construction of the Project.  Commence construction of the Project no later
     than February 5, 1999, and cause the Improvements to be constructed and
     equipped in a diligent and orderly manner and in strict accordance with the
     Plans and Specifications approved by Lender, the Construction Contract, and
     all applicable laws, ordinances, codes, regulations, and rights of
     adjoining or concurrent property owners.  Borrower agrees to complete the
     Project for purposes of final payment to the General Contractor on or
     before November 5, 1999, regardless of the reason for any delay.

     Loan Proceeds.  Use the Loan Funds solely for payment of bills and expenses
     directly related to the Project.

     Defects.  Upon demand of Lender, promptly correct any defect in the
     Improvements or any departure from the Plans and Specifications not
     approved by Lender before further work shall be done upon the portion of
     the Improvements affected.

     Project Claims and Litigation.  Promptly inform Lender of  (a) all material
     adverse changes in the financial condition of the General Contractor; (b)
     any litigation and claims, actual or threatened, affecting the Project or
     the General Contractor, which could materially affect the successful
     completion of the Project or the ability of the General Contractor to
     complete the Project as agreed; and (c) any condition or event which
     constitutes a breach or default under any of the Related Documents or any
     contract related to the Project.

     Payment of Claims and Removal of Liens.  (a) Cause all claims for labor
     done and materials and services furnished in connection with the
     Improvements to be fully paid and discharged in a timely manner, (b)
     diligently file or procure the filing of a valid notice of completion of
     the Improvements, or such comparable document as may be permitted under
     applicable lien laws, (c) diligently file or procure the filing of a notice
     of cessation, or such comparable document as may be permitted under
     applicable lien laws, upon the happening of cessation of labor on the
     Improvements for a continuous period of thirty (30) days or more, and (d)
     take all reasonable steps necessary to remove all claims of liens against
     the Property, the Improvements or any part of the Property or Improvements,
     or any rights or interests appurtenant to the Property or Improvements.
     Upon Lender's request, Borrower shall make such demands or claims upon or
     against laborers, materialmen, subcontractors, or other persons who have
     furnished or claim to have furnished labor, services, or materials in
     connection with the Improvements, which demands or claims shall under the
     laws of the State of Nevada require diligent assertions of lien claims upon
     penalty of loss or waiver thereof, Borrower shall, within ten (10) days
     after the filing of any claim of lien that is disputed or contested by
     Borrower, provide Lender with surety bond issued by a surety acceptable to
     Lender sufficient to release the claim of lien or deposit with Lender an
     amount satisfactory to Lender for the possibility that the contest will be
     unsuccessful.  If Borrower fails to remove any lien on the Property or
     Improvements or provide a bond or deposit pursuant to this provision,
     Lender may pay such lien, or may contest the validity of the lien, and
     Borrower shall pay all costs and expenses of such contest, including
     Lender's reasonable attorneys' fees.

     Taxes and Claims.  Pay and discharge when due all of Borrower's
     Indebtedness, obligations, and claims that, if unpaid, might become a lien
     or charge upon the Property or Improvements; provided, however, that
     Borrower shall not be required to pay and discharge any such indebtedness,
     obligation, or claim so long as (a) its legality shall be contested in good
     faith by appropriate proceedings, (b) the Indebtedness, obligation, or
     claim does not become a lien or charge upon the Property or Improvements,
     and (c) Borrower shall have established on its books adequate reserves with
     respect to the amount contested in accordance with generally accepted
     accounting practices.  If the indebtedness, obligation, or claim does
     become a lien or charge upon the Property or Improvements, Borrower shall
     remove the lien or charge as provided in the preceding paragraph.

     Performance.  Perform and comply with all terms, conditions, and
     provisions, set forth in this Agreement and in all other instruments and
     agreements between Borrower and Lender, and in all other loan agreements
     now or hereafter existing between Borrower and any other party.  Borrower
     shall notify Lender immediately in writing of any default in connection
     with any agreement.

     Additional Assurances.  Make, execute, and deliver to Lender such Security
     Agreements, instruments, documents, and other agreements reasonably
     necessary to document and secure the Loan and to perfect Lender's Security
     interests in the Property and Improvements.


NEGATIVE COVENANTS.  Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Indebtedness and Liens.  (a) Except for trade debt incurred in the normal
     course of business and indebtedness to Lender contemplated by this
     Agreement, create, incur or assume indebtedness for borrowed money,
     including capital leases, (b) sell, transfer, mortgage, assign, pledge,
     lease, grant a security interest in, or encumber any of Borrower's assets,
     or (c) sell with recourse any of Borrower's accounts, except to Lender.

     Continuity of Operations.  (a) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (b) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change ownership, change its name, dissolve or
     transfer or sell Collateral out of the ordinary course of business, or (c)
     make any distribution with respect to any capital account, whether by
     reduction of capital or otherwise.

<PAGE>

02-05-1999                 CONSTRUCTION LOAN AGREEMENT                     PAGE
LOAN NO 860004157                  (Continued)                               5
================================================================================
   
     LOANS, ACQUISITIONS AND GUARANTIES. (a) Loan, invest in or advance money
     or assets, (b) purchase, create or acquire any interest in any other
     enterprise or entity, or (c) incur any obligation as surely or guarantor
     other than in the ordinary course of business.
   
     MODIFICATION OF CONTRACT. Make or permit to be made any modification of
     the Construction Contract.

     LIENS. Create or allow to be created any lien or charge upon the Property
     or the improvements.

GENERAL PROJECT PROVISIONS. The following provisions relate to the construction
and completion of the Project.

     CHANGE ORDERS. All requests for changes in the Plans and Specifications,
     other than minor changes involving no extra cost, must be in writing
     signed by Borrower and the architect, and delivered to Lender for it's
     approval. Borrower will not permit the performance of any work pursuant
     to any change order or modification of the Construction Contract or any
     subcontract without the written approval of Lender. Borrower will obtain
     any required permits or authorizations from governmental authorities
     having jurisdiction before approving or requesting a new change order.

     PURCHASE OF MATERIALS; CONDITIONAL SALES CONTRACTS. No materials,
     equipment, fixtures, or articles of personal property placed in or
     incorporated into the Project shall be purchased or installed under any
     Security Agreement or other agreement whereby the seller reserves or
     purports to reserve title or the right of removal or repossession, or the
     right to consider such items as personal property after their
     incorporation into the Project, unless otherwise authorized by Lender in
     writing.

     LENDER'S RIGHT OF ENTRY AND INSPECTION. Lender and its agents shall have
     at all times the right of entry and free access to the Property and the
     right to inspect all work done, labor performed, and materials furnished
     with respect to the Project. Lender shall have unrestricted access to
     and the right to copy all records, accounting books, contracts,
     subcontracts, bills, statements, vouchers, and supporting documents of
     Borrower relating in any way during the Project.

     LENDER'S RIGHT TO STOP WORK. If Lender in good faith determines that any
     work or materials do not conform to the approved Plans and Specifications
     or sound building practices, or otherwise depart from any of the
     requirements of this Agreement, Lender may require the work to be stopped
     and withhold disbursements until the matter is corrected. In such event,
     Borrower will promptly correct the work to Lender's satisfaction. No such
     action by Lender will affect Borrower's obligation to complete the
     Improvements on or before the Completion Date. Lender is under no duty to
     supervise or inspect the construction or examine any books and records. Any
     inspection or examination by Lender is for the sole purpose of protecting
     Lender's security and preserving Lender's rights under this Agreement. No
     default of Borrower will be waived by any inspection by Lender. In no event
     will any inspection by Lender be a representation that there has been or
     will be compliance with the Plans and Specifications or that the
     construction is free from defective materials or workmanship.

     INDEMNITY. Borrower shall indemnify and hold Lender harmless from any and
     all claims asserted against Lender or the Property by any person, entity,
     or governmental body, or arising out of or in connection with the
     Property, Improvements, or Project. Lender shall be entitled to appear in
     any action or proceeding to defend itself against such claims, and all
     costs incurred by Lender in connection with such defense, including
     attorney's fees, shall be paid by Borrower to Lender. Lender shall, in
     its sole discretion be entitled to settle or compromise any asserted
     claims against it, and such settlement shall be binding upon Borrower for
     purposes of this indemnification. All amounts paid by Lender under this
     paragraph shall be secured by Lender's Mortgage or Deed of Trust, if any,
     on the Property, shall be deemed an additional principal Advance under
     the Loan, payable upon demand, and shall bear interest at the rate
     applicable to the Loan.

     PUBLICITY. Lender may display a sign at the construction site informing
     the public that Lender is the construction lender of the Project. Lender
     may obtain other publicity in connection with the Project through press
     releases and participation in ground-breaking and opening ceremonies and
     similar events.

     ACTIONS. Lender shall also have the right to commence, appear in, or
     defend any action or proceeding purporting to affect the rights, duties,
     or liabilities of the parties to this Agreement, or the disbursement of
     funds from the Loan Fund. In connection with the right, Lender may incur
     and pay reasonable costs and expenses, including, but not limited to,
     attorney's fees, for both trial and appellate proceedings. Borrower
     covenants to pay to Lender on demand all such expenses, together with
     interest from the date Lender incurs the expense at the rate specified in
     the Note, and Lender is authorized to disburse funds from the Loan Fund for
     such purposes.

CONSTRUCTION LOAN COMMITMENT. Lender has issued a construction loan commitment
letter for the Loan to Borrower.

     RELATIONSHIP TO THIS AGREEMENT. The terms and provisions of this
     Agreement, the Note and the Related Documents supersede any inconsistent
     terms and conditions of Lender's construction loan commitment letter to
     Borrower, provided that all obligations of Borrower under the commitment
     to pay any fees to Lender or any costs and expenses relating to the Loan
     or the commitment shall survive the execution and delivery of this
     Agreement, the Note and the Related Documents. Any failure of Borrower to
     perform any such obligation shall constitute a default under this
     Agreement.

RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to Lender all
Borrower's right, title and interest in and to, Borrower's accounts with Lender
(whether checking, savings, or some other account), including without limitation
all accounts held jointly with someone else and all accounts Borrower may open
in the future, excluding however all IRA and Keogh accounts, and all trust
accounts for which the grant of a security interest would be prohibited by law.
Borrower authorizes Lender, to the extent permitted by applicable law, to charge
or setoff all sums owing on the indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this agreement:
    
     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on the Loans.
    
     OTHER DEFAULTS. Failure of Borrower or any Grantor to comply with or to
     perform when due any other term, obligation, covenant or condition
     contained in this Agreement or in any of the Related Documents, or
     failure of Borrower to comply with or to perform any other term,
     obligation, covenant or condition continued in any other agreement
     between Lender and Borrower.
    
     ENVIRONMENTAL DEFAULT. Failure of any party to comply with or perform
     when due any term, obligation, covenant or condition contained in any
     environmental agreement executed in connection with any Loan.
    
     FALSE STATEMENTS. Any warranty, representation or statement made or
     furnished to Lender by or on behalf of Borrower or any Grantor under this
     Agreement or the Related Documents is false or misleading in any material
     respect at the time made or furnished, or becomes false or misleading at
     any time thereafter.
    
     DEFECTIVE COLLATERALIZATION.  This agreement or any of the Related
     Documents ceases to be in full force and effect (including failure of any
     collateral document to create a valid and perfected security interest or
     lien) at any time and for any reason.
    
     DEATH OR INSOLVENCY. The dissolution (regardless of whether election to
     continue is made), any member withdraws from Borrower, or any other
     termination of Borrower's existence as a going business or the death of
     any member, the Insolvency of Borrower, the appointment of a receiver for
     any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against
     Borrower.
    
     CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor or Borrower, any
     creditor of any Grantor against any collateral securing the indebtedness,
     or by any governmental agency. This includes a garnishment, attachment,
     or levy on or of any of Borrower's deposit accounts with Lender. However,
     this event of Default shall not apply if there is a good faith dispute by
     Borrower or Grantor, as the case may be, as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding, and if Borrower or Grantor gives Lender written
     notice of the creditor or forfeiture proceeding and furnishes reserves or
     a surety bond for the creditor or forfeiture proceeding satisfactory to
     Lender.
    
     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with
     respect to any Guarantor of any of the indebtedness or any Guarantor dies
     or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any Guaranty of the indebtedness. Lender, at its option,
     may, but shall not be required to, permit the Guarantor's estate to
     assume unconditionally the obligations arising under the guaranty in a
     manner satisfactory to Lender, and, in doing so, cure the Event of
     Default.
    
     ADVERSE CHANGE. A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     the Indebtedness is impaired.
    
     RIGHT TO CURE. If any default, other than a Default on Indebtedness, is
     curable and if Borrower or Grantor, as the case may be, has not been
     given a notice of a similar default within the preceding twelve (12)
     months, it may be cured (and no Event of Default will have occurred) if
     Borrower or Grantor, as the case may be, after receiving written notice
     from Lender demanding cure of such default: (a) cures the default within
     thirty (30) days; or (b) if the cure requires more than thirty (30) days,
     immediately initiates steps which Lender deems in Lender's sole
     discretion to be sufficient to cure the default and thereafter continues
     and completes all reasonable and necessary steps sufficient to produce
     compliance as soon as reasonably practical.
    
     BREACH OF CONSTRUCTION CONTRACT. The improvements are not constructed in
     accordance with the Plans and Specifications or in accordance with the
     terms of the Construction Contract.
    
     CESSATION OF CONSTRUCTION. Prior to the completion of construction of the
     improvements and equipping of the Project, the construction of the
     improvements or the equipping of the Project is abandoned or work thereon
     ceases for a period of more than ten (10) days for any reason, or the
     improvements are not completed for purposes of final payment to the
     General Contractor prior to November 5, 1999 regardless of the reason for

<PAGE>

02-05-1999               CONSTRUCTION LOAN AGREEMENT              Page 6
Loan No 860004157                   (Continued)
================================================================================

     the delay.

     Transfer of Property. Sale, transfer, hypothecation, assignment, or
     conveyance of the Property or the improvements or any portion thereof or
     interest therein by Borrower or any Grantor without Lender's prior written
     consent.

     Condemnation. All or any material portion of the Property is condemned,
     seized, or appropriated without compensation, and Borrower does not within
     thirty (30) days after such condemnation, seizure, or appropriation,
     initiate and diligently prosecute appropriate action to contest in good
     faith the validity of such condemnation, seizure, or appropriation.

EFFECT OF AN EVENT OF DEFAULT; REMEDIES. Upon the occurrence of any Event of
Default and at any time thereafter, Lender may, at its option, but without any
obligation to do so, and in addition to any other right Lender may have ,do any
one or more of the following without notice to Borrower:(a) Cancel this
Agreement; (b) Institute appropriate proceedings to enforce the performance of
this Agreement; (c) Withhold further disbursement of Loan Funds; (d) Expend
funds necessary to remedy the default; (e) Take possession of the Property and
continue construction of the Project; (f) Accelerate maturity of the Note and/or
indebtedness and demand payment of all sums due under the Note and/or
indebtedness; (g) Bring an action on the Note and/or indebtedness; (h) Foreclose
Lender's Mortgage or Deed of Trust, if any, on the Property in any manner
available under law; and (i) Exercise any other right or remedy which it has
under the Note of Related Documents, or which is otherwise available at law or
in equity or by statute.

COMPLETION OF IMPROVEMENT BY LENDER. If Lender takes possession of the property,
it may take any and all actions necessary in its judgment to complete
construction of the Improvements, including but not limited to making changes in
the Plans and Specifications, work, or materials and entering into, modifying or
terminating any contractual arrangements, subject to Lender's right at any time
to discontinue any work without liability.  If Lender elects to complete the
Improvements, it will not assume any liability to Borrower or to any other
person for completing the improvements or for the manner or quality of
construction of the improvements, and Borrower expressly waives any such
liability. Borrower irrevocably appoints Lender as its attorney-in-fact, with
full power of substitution, to complete its improvements, at Lender's option,
either in Borrower's name or in its own name. In any event, all sums expended by
Lender in completing its construction of the improvements will be considered to
have been disbursed to Borrower and will be secured by the collateral for the
Loan. Any such sums that cause the principal amount of the Loan to exceed the
face amount of the Note will be considered to be an additional Loan to Borrower,
bearing interest at the Note rate and being secured by the collateral. For these
purposes, Borrower assigns to Lender all of its right, title and interest in and
to the Project Documents; however Lender will not have any obligation under the
Project Documents unless Lender expressly hereafter agrees to assume such
obligations in writing. Lender will have the to exercise any rights of Borrower
under the Project Documents upon the occurrence of an Event of Default. All
rights, powers, and remedies of Lender under this Agreement are cumulative and
alternative, and are in addition to all rights which Lender may have under
applicable law.

MISCELLANEOUS PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

     Agency. Nothing in this Agreement shall be construed to constitute the
     creation of a partnership or joint venture between Lender and Borrower or
     any contractor. Lender is not an agent or representative of Borrower. This
     Agreement does not create a contractual relationship with and shall not be
     construed to benefit or bind Lender in any way with or create any
     contractual duties by Lender to any contractor, subcontractor, materialman,
     laborer, or any other person.

     Amendments. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     Applicable Law. This agreement has been delivered to Lender and accepted by
     Lender in the State of Nevada. If there is a lawsuit, Borrower agrees upon
     Lender's request to submitt to the jurisdiction of the courts of WASHOE
     County, the State of Nevada (initial Here /s/ AJC).  This Agreement
                                               -------
     shall be governed by and construed accordance with the laws of the State
     of Nevada.

     Authority to File Notices. Borrower appoints and designates Lender as its
     attorney-in-fact to file for record any notice that Lender deems necessary
     to protect its interest under this Agreement. This power shall be deemed
     coupled with an interest and shall be irrevocable while any sum or
     performance remains due and owing under any of the Related Documents.

     Caption Headings. Caption heading is this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     Consent to Loan Participation. Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loans to one or more purchasers, whether related or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers, any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy it may have
     with respect to such matters. Borrower additionally waives any and all
     notices of sale of participation interests, as well as all notices of any
     repurchase of such participation interests. Borrower also agrees that the
     purchasers of any such participation interests will be considered as the
     absolute owners of such interests in the Loans and will have all the rights
     granted under the participation agreement or agreements governing the sale
     of such participation interest. Borrower further waives all rights of
     offset or countercism that it may have now or later against Lender or
     against any purchaser of such a participation interest and unconditionally
     agrees that either Lender or such purchaser may enforce Borrower's
     obligation under the Loans irrespective of the failure or insolvency of any
     holder of any interest in the Loans. Borrower further agrees that the
     purchaser of any such participation interests may enforce its interests
     irrespective of any personal claims or defenses that Borrower may have
     against Lender.

     Costs and Expenses. Borrower agrees to pay upon demand all of Lender's
     expenses, including without limitation attorneys' fees, incurred in
     connection with the preparation, execution, enforcement, modification and
     collection of this Agreement or in connection with the Loans made pursuant
     to this Agreement. Lender may pay someone else to help collect the Loans
     and to enforce this Agreement, and Borrower will pay that amount. This
     includes, subject to any limits under applicable law, Lender's attorneys'
     fees and Lender's legal expenses, whether or not there is a lawsuit,
     including attorneys' fees for bankruptcy proceedings (including efforts to
     modify or vacate any automatic stay or injunction), appeals, and any
     anticipated post-judgment collection services. Borrower also will pay any
     court costs, in addition to all other sums provided by law.

     Entire Agreement. This Agreement and the Related Documents constitute all
     of the agreements between the parties relating to the Project and supersede
     all other prior or concurrent oral or written agreements or understandings
     relating to the Project.

     Notices. All notices required to be given under this Agreement shall be
     given in writing, may be sent by telefacsimile (unless otherwise required
     by law), and shall be effective when actually delivered or when deposited
     with a nationally recognized overnight courier or deposited in the United
     States mail, first class, postage prepaid, addressed to the party to whom
     the notice is to be given at the address shown above. Any party may change
     its address for notices under this Agreement by giving formal written
     notice to the other parties, specifying that the purpose of the notice is
     to change the party's address. To the extent permitted by applicable law,
     if there is more than one Borrower, notice to any Borrower will constitute
     notice to all Borrowers. For notice purposes, Borrower will keep Lender
     informed at all times of Borrower's current address(es).

     Successors and Assigns. All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure
     to the benefit of Lender, its successors and assigns. Borrower shall not,
     however, have the right to assign its rights under its Agreement or any
     interest therein, without the prior written consent of Lender.

     Severability. If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     Survival. All warranties, representations, and covenants made by Borrower
     in this Agreement or in any certificate or other instrument delivered by
     Borrower to Lender under this Agreement shall be considered to have been
     relied upon by Lender and will survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

     Time is of the Essence.  Time is of the essence in the performance of this
     Agreement.

     Waiver. Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in willing and signed by Lender. No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement. No prior waiver by Lender, nor any
     course of dealing between Lender and Borrower, or between Lender and any
     Grantor, shall constitute a waiver of any of Lender's rights or of any
     obligations of Borrower or of any Grantor as to any future transactions.
     Whenever the consent of Lender is required under this Agreement, the
     granting of such consent by Lender in any instance shall not constitute
     continuing consent in subsequent instances where such consent is required,
     and in all cases such consent may be granted or withheld in the sole
     discretion of Lender.

ADDITIONAL PROVISION.  X /s/ AJC BORROWER REPRESENTS AND WARRANTS THAT ITS
                         ------- 
OPERATIONS, PRODUCTS AND SERVICES SHALL ALL FUNCTION WITHOUT INTERRUPTION,
FAILURE OR MALFUNCTION, OF ANY NATURE OR OF ANY LENGTH OF TIME, RELATED TO
FAILURES OR MALFUNCTIONS OF COMPUTER HARDWARE, SOFTWARE OR PROGRAMMING RELATED
TO OR CAUSED BY CHANGES IN CALENDAR DATES OR RECOGNITION OF CALENDAR DATES, AND
THAT ITS COMPUTER HARDWARE, SOFTWARE, AND PROGRAMMING SHALL OPERATE THROUGH THE
YEAR 2000, AND BEYOND, WITHOUT INTERRUPTION OR FAILURE OR MALFUNCTION OF ANY
TYPE.

BORROWER FURTHER WARRANTS THAT IT HAS REQUIRED ALL OF ITS VENDORS AND SUPPLIERS
(INCLUDING ACCOUNTANTS,
<PAGE>

02-05-1999                  CONSTRUCTION LOAN AGREEMENT                   Page 7
Loan No 860004157                 (Continued)                     
================================================================================

ATTORNEYS AND OTHER PROFESSIONAL SERVICE PROVIDERS) TO CAUSE THAT THE COMPUTER
HARDWARE, SOFTWARE AND PROGRAMMING ON WHICH SUCH VENDOR OR SUPPLIER RELIES IN
PROVIDING ITS PRODUCTS AND/OR SERVICES ALL OPERATE THROUGH THE YEAR 2000, AND
BEYOND, WITHOUT INTERRUPTION OR FAILURE OR MALFUNCTION OF ANY TYPE.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS CONSTRUCTION LOAN
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF
FEBRUARY 5, 1999.


BORROWER:

TREX COMPANY, LLC


By: /s/ A.J. Cavanna
   -----------------------------------------
   ANTHONY J. CAVANNA, C.E.O./C.F.O.


LENDER:

PIONEER CITIZENS BANK OF NEVADA


By: /s/ Richard Deglman                   
   -----------------------------------------
   Authorized Officer

================================================================================

   x /s/ A.J.C. The attached addendum to Construction Loan Agreement, consisting
   ------------ of one page, is hereby incorporated herein.

<PAGE>

                           ADDENDUM TO CONSTRUCTION
                           ------------------------
                                LOAN AGREEMENT
                                --------------

        In the event of any inconsistency between terms of the Addendum and the
terms of the Construction Loan Agreement to which this Addendum is attached and
hereby incorporated into, the terms of the Addendum shall control.

 1.     The subsection "Borrower" on page 1 is amended to insert the entity
        "Trex Company, Inc., a Delaware Corporation"

 2.     The subsection "Collateral" on page 1 is amended to insert "located in
        Fernley, Lyon County, Nevada" on the first line after the word "assets".

 3.     The subsection "Completion Guaranty" on page 1 is hereby deleted.

 4.     The subsection "Organization" on page 2 is amended to delete "Nevada" on
        line two and add "Delaware".

 5.     The subsection "Bond" on page 2 is amended to insert "in the event of
        default" on the first line after the word "Lender".

 6.     The subsection "Plans and Specifications" on page 2 is amended to insert
        "in the event of default" on the first line after the word "Lender".

 7.     The subsection entitled "Indebtedness and Liens" on page 4 is amended to
        insert "located in Fernley, Nevada" in paragraph (b), line three after
        the word "assets".

 8.     The subsection entitled "Loans, Acquisitions and Guaranties" on page 5
        is amended to include the additional provision:

                (d) such actions are limited to the collateral defined herein.

 9.     The first line in the subsection entitled "Indemnity" on page 5 is
        amended to provide as follows: "Each party shall indemnify and hold the
        other party (the "Indemnified Party") harmless from any and all
        claims..." and to delete the verbiage "in its sole discretion" on line
        four and insert "in the event of default".

10.     The fifth line in the subsection entitled "Completion of Improvements by
        Lender" on page 6 is amended to insert the verbiage "In the event of
        default" before the words "Borrower irrevocably appoints Lender...".


11.     In all instances in which the Construction Loan Agreement requires
        Lender's consent or approval, the same shall not be unreasonably
        withheld or delayed. In all instances in which the Construction Loan
        Agreement requires the payment of any costs, fees, and/or expenses,
        including, without limitation, attorneys' fees and costs, the same shall
        be prefaced by "reasonable". The Construction Loan Agreement shall be
        construed to impart upon Borrower and Lender a duty to act reasonably at
        all times.