DESCRIPTION OF PREMISES

Lessor:________________________________
Lessee:________________________________
Date of Lease:_________________________

     The premises consist of a warehouse, office space and improvements lo-
cated on real property described as:

This exhibit is attached to the Lease pursuant to Paragraph (     ).

                                                           Initials
                                                           Lessor:___________
                                                           Lessee:___________

                                Exhibit (    )

     Premises:  Lessor hereby leases to Lessee and Lessee leases from Lessor 
for the term, at the rental, and upon all of the conditions set forth herein; 
that certain real property situated in the __________________________________ 
and described as _______________________________ consisting of a total of ap-
proximately ___________ square feet of floor space with associated parking as 
set forth on Exhibit (    ) attached hereto.  Said real property, including 
the land and all improvements thereon, is herein called "the Premises".

     The Premises to be leased include:
     (a) All carpets and draperies
     (b) All partitions whether fixed, movable or modular
     (c) Emergency lighting system
     (d) All cafeteria fixtures
     (e) Public address and music system
     (f) All lighting fixtues


which were owned by the Lessee prior to the commencement of the Lease term, 
all of which shall be returned to the Lessor at the end of the Lease in the
same condition as received, ordinary wear and tear and usage excepted.

     Condition of Premises:  Lessee hereby accepts the Premises in their con-
dition existing as of the date of the possession hereunder›, subject to all 
applicable easements of record, zoning, municipal, county and state laws, or-
dinances and regulations governing and regulating the use of the Premises, and 
accepts this Lease subject thereto and to all matters disclosed thereby and by 
any exhibits attached hereto.  Lessee acknowledges that neither Lessor nor 
Lessee's agent has made any representations or warranty as to the suitability 
of the Premises for the conduct of Lessee's business.

     Leased Premises:  For and in consideration of the rental to be paid by 
Lessee and the covenants and agreements hereinafter set forth to be performed 
by Lessee, Lessor does hereby lease to Lessee ________ square feet (subject to 
verification by Lessee prior to occupancy) of leasable area on the second and 
third floors in the office building (hereinafter called the "Building") lo-
cated at ___________________________.  The space hereby leased in the Building 
is hereafter called the "Leased Premises" and is shaded in yellow in the floor 
plan drawings attached hereto and made a part hereof as Exhibit (  ) and 
Exhibit (   ).
     The term "Leasable area" as used above, is the sum of all floor space 
included within the Leased Premises on its floors.  All vertical shafts (in-
cluding, but not limited to:  light wells, atria, stairwells, elevator banks, 
flues, chases and ducts), balcony space, mechanical equipment rooms, elevator 
lobbies, and public corridors shall be excluded in calculating "leasable 
area".

     The Premises:  The Premises shall consist of __________ square feet known 
as Suite __________ which is a portion of that certain building known as _____
__________________________ located in ______________________________________ a 
plan of which is attached hereto as Exhibit (    ) together with the non-
exclusive use of the common area of the Building being, without limitation, 
the elevators, stairways, lobbies, passageways, hallways, restrooms and the 
Directory of the Building.

     The Premises:  The Premises shall consist of approximately ______________ 
square feet in a certain building (hereinafter referred to as the "Building") 
on __________ square feet of land located at _________________________________ 
as shown in Exhibit (   ) attached hereto and made a part hereof together with 
all easements and rights of way appurtenant thereto.

     The leased premises consist of the portion of the building located at and 
commonly known as _____________________________________________ containing ap-
proximately __________ square feet of floor space and shown outlined in red on 
the plan hereto attached as Exhibit (   ) together with the use in common with 
others of the parking area adjoining the building, Lessee to have the use of 
at least ______ unassigned spaces in said parking area, and together with full 
and unrestricted ingress to and egress from the leased premises, all as neces-
sary or appropriate for Lessee's conduct of its business in the leased 
premises.

     Premises:  
     a.  In consideration of the obligation of Lessee to pay rent as herein 
provided, and in consideration of the other terms, provisions and covenants 
hereof, Lessor hereby leases to Lessee and Lessee does hereby take from Lessor 
_______ square feet of "rentable area" located at ____________________________
____________________, hereinafter called the "Building" situated in __________
______________________.  This Building is more particularly described by metes 
and bounds legal description attached hereto as Exhibit (   ).  The space 
hereby leased in the Building is hereinafter called the "Lease Premises" and 
is outlined on the floor plan marked Exhibit (   ) and attached hereto and 
made a part hereof.
     b.  The term "rentable area", as used herein, is ›the sum of all floor 
space included within the Lease Premises; more specifically, "rentable area" 
includes all floor areas within the inside surface of the outer glass at the 
finished floor or column walls enclosing the Lessee-occupied portion of the 
floor and measured to the mid-point of the walls separating areas leased by or 
held for lease to other tenants, excluding all areas devoted to corridors, ele-
vator foyers, restrooms, mechanical rooms, janitor closets, vending areas, and
other similar facilities for the use of all tenants on the particular floor 
(hereinafter sometimes called "common area"). No deductions from the rentable
area are made for columns or projections necessary to the Building. The rent- 
able area has been calculated on the basis of the foregoing definition, whether
the same should be more or less as a result of minor variations resulting from
actual construction and completion of the Lease Premises for occupancy so long
as such work is done in accordance with the terms and provisions hereof.

     PREMISES:  For and in consideration of the covenants and agreements on 
the part of Lessee contained herein, and under and subject to the terms and 
conditions hereof, Lessor hereby leases and demises unto Lessee those certain 
premises in an office building located at _____________________________________ 
containing approximately ____________ square feet of floor area and more parti-
cularly described in the floor plan contained in Exhibit (  ) and 
specifications contained in Exhibit (   ) both of which exhibits form a part of
this Lease, together with the right to use all facilities that are provided by 
Lessor in common to Lessee and the other tenants of the building in which the 
premises are located.

That Lessor, for and in consideration of the covenants and agreements on the
part of Lessee to be kept and performed, and under and subject to the terms
and conditions hereof, all as hereinafter expressed, hereby leases and demises
unto Lessee those certain premises in the City of ____________________, County
of _________________________, State of _________________________, described as
follows, to wit:


     To have and to hold the same, with the appurtenances thereunto belonging, 
unto the said Lessee for and during the term of ____________________, commenc-
ing on the ___________ day of ____________________, 19_____, and ending on the 
_______ day of _________________, 19____.

     PREMISES LEASED.  Lessor hereby leases to Lessee and Lessee hereby rents 
from Lessor for the term, at the rental, and subject to the provisions herein-
after set forth, that certain piece or parcel of land, being approximately
_______________________; containing approximately _________ (  ) acres and also 
known as owned by Lessor and situate in the said parcel being more particularly
described in Exhibit "A" attached hereto and made a part hereof, together with 
the one-story, masonry building, loading facilities, driveways, paved parking 
area, and other improvements constructed thereon, said building containing 
approximately _______________ square feet of floor space, and together with all 
other rights, easements, and appurtenances to the same belonging or usually 
held and enjoyed therewith ("LEASED PREMISES").

     PREMISES:  Lessor, for and in consideration of the rents herein reserved 
and of the covenants and agreements herein contained on the part of the Lessee 
to be kept, observed and performed, does by these presents, demise and lease 
to Lessee and Lessee hereby hires and lets from Lessor the real estate located 
at _________________________________________ and described on Exhibit A hereto 
attached, together with all improvements now located and to be constructed 
thereon as hereinafter provided, subject to covenants, agreements and restric-
tions of record.
     Said real estate and improvements are sometimes herein referred to as 
"demised premises".

     ARTICLE _____--DEMISED PREMISES.  Lessor covenants that it is the owner, 
in fee simple, of the premises situated at ______________________, in the City 
of _____________________, County of ____________________ and State of ________
___________________________, and more particularly described as follows:


     Subject to any covenants, restrictions and easements of record.
     Together with the buildings and improvements thereon erected, and all 
right, title and interest, if any, of the Owner in and to any streets abutting 
the above-described premises.
     The above described premises, buildings and improvements shall hereinaf-
ter collectively be called the "Property" or the "Demised Premises."
     Lessor covenants that he has or will acquire lawful title and right to 
make this Agreement and Lease for the term aforesaid, and upon the conditions 
herein set forth, and that he will provide Lessee with evidence thereof prior 
to the time at which Lessee takes possession of the demised premises, that he 
will put the Lessee into complete and exclusive possession of the premises, 
free from all orders, restrictions and notices of any public or quasi-public 
authority, andthat if the Lessee shall pay the rental and perform all the 
covenants and provisions of this Agreement and Lease to be performed by the 
Lessee, the Lessee shall during the term demised, freely, peaceable and quiet-
ly occupy and enjoy the full possession of the demised premises, and the tene-
ments, hereditaments and appurtenances thereto belonging and the rights and 
privileges granted without molestation or hindrance, lawful or otherwise, and 
if at any time during the term demised, the title of the Lessor shall fail or 
for any reason it shall appear that Lessor is unable to make this Agreement 
and Lease for the term or on the conditions set forth, the Lessee shall have 
the option at Lessor's expense to correct any default or annul and void this 
Agreement and Lease.
     Lessor covenants and warrants that the demised premises are free and 
clear of any and all encumbrances excepting real estate taxes and assessments 
for the current year.
     If any mortgage, deed or trust, or lease has been recorded on the demised 
premises prior to the recording of the notice of this Agreement and Lease, 
Lessor will notify Lessee thereof and will deliver to Lessee, in form satis-
factory to Lessee, Subordination Agreements subordinating any such instruments 
to the Agreement and Lease.  In lieu hereof, Lessor may secure from any such 
Mortgagees or prior claimants, in written form satisfactory to Lessee, agree-
ment that Lessee's occupancy and other rights hereunder shall not be disturbed 
so long as Lessee shall not be in default.  Lessor and Lessee agree that this 
Agreement and Lease shall not be recorded, but that both, at the request of 
either, will execute a recordable notice of lease in compliance with law.

     Premises:

     Premises:  Lessor leases to Lessee and Lessee leases from Lessor the real 
property located in the City of ___________________, County of _______________
__________, State of ___________________, more particularly described in Exhi-
bit A attached, along with the warehouse and office space containing approxi-
mately __________________ (    ) square feet of interior ground floor area and 
improvements located on the real property to be constructed in accordance with 
Exhibit B and the appurtenant rights set forth in paragraphs 4.1-4.3 
("premises").
     Preparation of Premises:  On commencement of the Term the premises shall 
be in good condition and Lessor shall have substantially completed the con-
struction required of Lessor in Exhibit B.
     Acceptance of Premises:  Within fifteen (15) days after Lessor has noti-
fied Lessee that the building and other improvements that ›are a part of the 
premises have been substantially completed (whether or not Lessee is then in 
possession of the premises as allowed by paragraph 6.3), Lessee shall deliver 
to Lessor a list of items that Lessee shall deem it necessary that Lessor com-
plete or correct in order for the premises to be acceptable.  Lessor shall im-
mediately commence to complete or correct the items, except those that it rea-
sonably contends are not justified.

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