Use:  The premises shall be used as a warehouse, distribution center, of-
fices and for any other lawful purpose.

                               Use of Premises

     Lessee covenants and agrees during the term of this lease:
     1.  To use and occupy the demised premises for a ________________________
__________________________________________________ all to be conducted and 
operated in a proper, lawful and reputable manner; and
     2.  Not to permit any use of the demised premises which will constitute 
waste or nuisance.

     Use:  The Premises shall be used and occupied only for an office and en-
gineering facility and otherwise as used by Lessee prior to commencement of 
the Lease term.

     Use:  Lessee will use the Leased Premises for general offices.  Lessee 
shall use the Leased Premises for no other purposes, without the prior written 
consent of Lessor, which consent shall not be unreasonably withheld.

     Uses:  The Lessee shall use the Premises for ____________________________
_____________________________________________ and for no other purposes with-
out the consent of the Lessor and will not do or permit anything to be done 
in the Premises which shall increase the insurance premiums or result in can-
cellation thereof or which shall in any way conflict with any laws, statutes, 
ordinances and governmental rules or which shall not be in accordance with the 
building rules and regulations a copy of which is attached hereto.

     Use:  Lessor warrants that the leased premises may be used by Lessee as a 
Sales Office and Warehouse and for related uses and purposes under all appli-
cable zoning and use ordinances and all other laws, ordinances, rules, regula-
tions, covenants, conditions and restrictions.

     Uses:  The Lessee shall use the Premises for general office, warehouse, 
manufacturing, storage, service, repair, engineering, sales, product demon-
stration, training of customers and employees, ancillary storage, parking of 
cars and all other uses incidental and related to a manufacturing, warehouse 
and office facility and for no other purposes without the consent of the Les-
sor and will not do or permit anything to be done in the Premises which shall 
in any way conflict with any laws, statutes, ordinances and governmental 
rules.
     The Lessor covenants that it has good and marketable title and the autho-
rity to enter into this agreement and that there are no zoning ordinances or 
any other prohibitions restricting or limiting the use of the Premises for the 
purposes herein specified.  Should any law, regulation or other governmental 
order restrict or limit Lessee's uses as specified herein, then Lessee may 
cancel this lease upon written notice thirty (30) days following that date 
upon which Lessee shall have become aware of such law, regulation or order; 
and thereupon, Lessee shall have no further obligation to Lessor either here-
under or otherwise related to this lease.

     Use:  a. The Lease Premises are to be used and occupied by Lessee solely 
for the purpose of office space, excluding any retail or wholesale sales, 
showrooms, classes, or repair depots.
     b. Lessee shall not use, nor permit to be used, the Lease Premises for 
any purpose which shall increase the existing rate of insurance upon the 
Building, or cause the cancellation of any insurance policy covering said 
Building, or sell or permit to be kept, used or sold in or about said Lease 
Premises any article which may be prohibited by Lessor's insurance policies.
Lessee shall not commit any waste upon the Lease Premises or cause any public 
or private nuisance or other act which may disturb the quiet enjoyment of any 
other tenant, nor shall Lessee allow said Lease Premises to be used for any 
improper, immoral, unlawful or objectionable purpose, nor shall Lessee use any 
apparatus, machinery or device in or on said Lease Premises which shall make 
any noise or set up any vibration, or which shall in any way be a detriment to 
said building.  Lessee further agrees not to install or construct within the 
Lease Premises or Building any electrical wires, water or drain pipes, machi-
nery or other devices including but not limited to alarm systems, private music
systems, or special ventilation, without the prior written consent of Lessor.
     c. Lessee shall, at its sole cost and expense, promptly comply with all 
laws, statutes, ordinances and governmental rules, regulations or requirements 
applicable to the use of the Lease Premises.
     d. Tenant will abide by the Rules and Regulations as stipulated in Exhi-
bit (   ) attached hereto and made a part hereof.

     Lessee shall not use or allow said premises to be used for any purpose 
that will increase the rates of insurance thereon over those charged by reason 
of a use of the character herein permitted without compensating Lessor for 
such increase.  Lessee shall not permit said premises to be used for any un-
lawful purposes.
     Said premises and improvements thereon erected shall be used by Lessee 
for the purpose of conducting thereon an office and a warehouse for the sale 
and distribution of products manufactured, sold or used by Lessee, together 
with such other uses as may be incidental thereto.

     USE AND OCCUPANCY:  During the term of this Lease the premises shall be 
used and occupied for office and related purposes and display of Lessee's 
products, and for no other purposes without the written consent of Lessor.
Lessee shall not use the premises for any purpose in violation of any law, 
municipal ordinance, regulation, nor shall Lessee perform any act or carry on 
any practice that may cause damage to the premises or the building in which 
the premises are located or be a nuisance, disturbance or menace to other 
tenants of said building.

     Sublessee shall use the subleased premises only for its lawful business 
purposes.  Sublessee will comply with any and all laws, ordinances, orders and 
regulations of any governmental authority which are applicable to its use of 
the subleased premises.

     USE OF PREMISES:  Lessee will use and occupy the leased premises for its 
lawful business purposes.

     USE OF PREMISES:  Lessee will use and occupy the leased premises for its 
lawful business purposes.  Lessee will comply with any and all laws, 
ordinances, rules, orders, and regulations of any governmental authority which 
are applicable to the conduct of Lessee's business on the leased premises; 
provided, however, that Lessee shall not hereby be under any obligation to 
make any structural change in or alteration of the leased premises.

     Use.  The demised premises shall be used for ____________________________
____________________________________.  Lessee shall not use or occupy the 
demised premises or permit the demised premises to be used or occupied con-
trary to any statute, rule, order, ordinance, requirement or regulation appli-
cable thereto or in any manner which would violate any certificate of occu-
pancy affecting the same, or which would cause structural injury to the im-
provements or cause the value or usefulness of the demised premises or any 
part thereof to diminish or which would constitute a public or private 
nuisance or waste, and Lessee agrees that it will, promptly upon discovery of 
any such use, take all necessary steps to compel the discontinuance of such 
use and to oust the sub-tenants or occupants guilty of such use.

     ARTICLE      --USE OF PROPERTY.  Lessee may use the Property for ________
__________________________, or any other lawful purpose, during the term of 
this Agreement and Lease, and any renewal thereof, upon the terms, provisions, 
covenants and conditions herein set forth.  Lessor makes no representation 
that the Demised Premises are zoned for the Lessee's use.
     Lessor will (unless it otherwise chooses as hereinafter provided) supply 
any apparatus, appliance or material and will cause any work to be done in and 
about the Demised Premises which may be required or ordered by any lawful 
authority, unless required by Lessee's type of business, in which case Lessee 
shall be responsible therefor.  If Lessor chooses not to supply any apparatus, 
appliance or material or cause any work to be done, as required in the fore-
going sentence, Lessor shall reasonably promptly so notify Lessee and Lessee 
may elect to supply such items or cause such work to be done, at Lessee's own 
expense, or Lessee may terminate this lease by written notice to Lessor.  If 
Lessee supplies such items or causes such work to be done, then the Lessee's 
option to purchase the Demised Premises, contained in Article _____ hereof 
shall remain in full force and effect for the entire term of this lease.

     The Lessee may use the Premises and Property as an office, sales and ser-
vice facility, and for any other lawful purpose, during the term of this 
Agreement and Lease, and the renewal thereof, upon the terms, covenants and 
conditions herein set forth.

     Lessee may use the Property "as a garage, warehouse, salesroom, office 
and service station for the sale, storage, service and repair of motor vehi-
cles and of any other products made, sold or repaired by Lessee" and of parts 
thereto and accessories thereto, and for any other lawful purpose, during the 
term of this Lease, and any renewal thereof, upon the terms, provisions, cove-
nants and conditions herein set forth.  The parties have entered into the 


within Lease for the express purpose of enabling Lessee to occupy and use the 
Property for engaging in business as an authorized distributor of Lessee's 
Products under a Distributor Agreement, dated ____________________.  This 
lease shall terminate automatically and with immediate effect upon the termi-
nation, for whatever reason, of said Distributor Agreement or any superseding 
agreement between the parties of similar purpose and effect.

     Purpose.  The Leased Premises shall be used and occupied only for the 
purpose of storing, processing and distributing scrap metal products, steel, 
lumber and other commodities with the exception of bulk liquids and bulk 
grain.  All commodities hereinabove described shall be owned by Lessee and/or 
affiliated companies.
     Uses Prohibited.  Lessee will not permit the Leased Premises to be used 
in any manner which would cause insurance thereon to be unobtainable.  Lessee 
shall not use or occupy the Leased Premises, or permit the Leased Premises to 
be used or occupied, contrary to any statute, rule, order, ordinance, require-
ment or regulation applicable thereto; or in any manner which would violate 
any certificate of occupancy affecting the same; or which would cause struc-
tural injury to the improvements; or cause the value of usefulness of the 
Leased Premises, or any part thereof, to diminish; or which would constitute a 
public or private nuisance.
     Prohibition of Use.  If the use of the Leased Premises should at any time 
during the Lease term be prohibited by law or ordinance or other governmental 
regulation, or prevented by injunction, this Lease shall not be thereby termi-
nated, nor shall Lessee be entitled by reason thereof to surrender the Leased 
Premises or to any abatement or reduction in rent, not shall the respective 
obligations of the parties hereto be otherwise affected.

     PURPOSE.  LEASED PREMISES may be used as a store, office warehouse and/or 
sales room for the display, sale and/or storage of paints, varnishes, enamels 
and their reducers, brushes and kindred products.

     Auctions:  Lessee shall not place any auction sign upon the Premises or 
conduct any auction thereon without Lessor's prior written consent.

     USE AND POSSESSION:  It is understood that the leased premises are to be 
used for _____________________________ and for no other purpose without prior 
written consent of Lessor.  Lessee shall not use the leased premises for any 
unlawful purpose or so as to constitute a nuisance.  The Lessee, at the 
expiration of the term, shall deliver up the leased premises in good repair 
and condition, damages beyond the control of the Lessee, reasonable use, 
ordinary decay, wear and tear excepted.

     USE AND POSSESSION:  It is understood that the leased premises are to be 
used for _____________________________ and for no other purpose without prior 
written consent of LESSOR.  LESSEE shall not use the leased premises for any 
unlawful purpose or so as to constitute a nuisance.  The LESSEE, at the 
expiration of the term, shall deliver up the leased premises in good repair 
and condition, damages beyond the control of the LESSEE, reasonable use, 
ordinary decay, wear and tear excepted.

     POSSESSION:  In the event of the inability of the Lessor to deliver pos-
session of the premises at the time of the commmencement of the term of this 
lease by reason of the holding over or retention of possession of any lessee, 
lessees or occupants or for any other reason, neither the Lessor nor its 
agents shall be liable for any damage caused thereby, nor shall this lease 
thereby become void or voidable, nor shall the term herein specified be in any 
way extended, but in such event the Lessee shall not be liable for any rent 
until the possession of the premises is given or tendered to the Lessee; pro-
vided, however, that if possession of said premises is not given or tendered 
to the Lessee within thirty (30) days after the date hereinabove specified as 
the commencement date of the term of this lease, the Lessee shall have the 
right to rescind this lease by giving written notice of such rescission to the 
Lessor, and in such event this lease shall be deemed and considered as res-
cinded and void.

     PEACEFUL POSSESSION:  The Lessor covenants that it has good title to the 
leased premises, and the Lessor warrants that the Lessee shall have peaceful 
possession and quiet enjoyment of the herein leased premises during the term 
of this lease, and that the Lessee may use the same as a motor frieght terminal
and related activities, all to be conducted and operated in a proper, lawful, 
and reputable manner.

     Lessee's Peaceful Possession:  Lessor covenants and warrants that the 
Lessor is seized of the aforesaid described real property, the demised pre-
mises hereunder let, in fee simple, subject only to the liens, encumbrances, 
easements, or defects of title more particularly described on Exhibit (   ) 
attached hereto and made a part hereof; that Lessor has full right to make 
this lease, and that Lessee, performing this lease on its part, shall have 
quiet and peaceful possession of said premises during all of said term, and 
any extensions thereof by exercise of any option granted by Lessor, and that 
Lessor shall warrant and defend Lessee's right to such quiet and peaceful pos-
session against the claims and demands of all persons whomsoever, except those 
listed on Exhibit (   ).

     Possession:  If the Lessor shall, in good faith, be unable to give actual 
possession of the Premises on the date herein fixed for the commencement of 
the term for any reason whatsoever including, without limitation, the holding 
over of a Lessee in possession thereof, or because the Premises are located in 
a building in the course of construction and not ready for occupancy, or the 
improvements to be constructed are not ready for occupancy, or the improve-
ments to be constructed by the Lessor on Premises are not completed in accor-
dance with plans and specifications attached hereto as Exhibit(s), then this 
Lease shall commence on the day the Lessor is able to give such possession and 
expire on the _______ anniversary of such commencement.  In any event, should 
the Lessor be unable to give possession on or before the _____ day of _______
__________________, 19_____, then Lessee in addition to any other remedy it 
may have, may cancel this Lease by giving written notice thereof to the Les-
sor; and thereupon, the Lessee shall have no further obligation to the Lessor 
hereunder or otherwise related to this Lease.  In the event the commencement 
of the term is other than as set forth in Paragraph (   ) herein, the Lessor 
shall within thirty (30) days of such commencement, give to Lessee written 
notice of such commencement date.

     Lessor shall deliver possession of the leased premises to Lessee promptly 
following completion of Lessor's work as above stated.  Lessor represents and 
warrants that it is the owner of the leased premises and that it has full 
right, power and authority to lease the leased premises to Lessee as herein 
provided, and that Lessee upon performing its obligations under this Lease 
shall have and enjoy quiet and peaceable possession of the leased premises 
during the original term and every extended term of this Lease.

     Possession:  Prior to the commencement of the original term hereof, Les-
sor at its sole cost and expense shall perform the work and prepare the leased 
premises for Lessee in accordance with the plans and specifications hereto 
attached as Exhibit (   ).  All of said work shall be done with first-class, 
new materials and equipment and in a good and workmanlike manner and in accor-
dance with all applicable statutes, laws, ordinances, rules, regulations, 
covenants, conditions and restrictions.  Lessee shall have the right at all 
times during the progress of the work to inspect and examine the same and the 
workmanship and materials used.  If Lessor fails for any reason whatsoever to 
complete said work and deliver possession of the leased premises to Lessee by 
________________________________, Lessee at its election may terminate this 
Lease by giving written notice of termination to Lessor prior to _____________
______________.  Entry into possession of the leased Premises at any time and 
payment of rent by Lessee shall not constitute an acceptance or approval by 
Lessor and Lessor shall be and remain liable for the performance of said work 
as herein required and shall correct any defects therein whenever the same may 
appear or be discovered during the first twelve (12) months of the lease term.

     SURRENDER OF POSSESSION:  Upon termination or expiration of this lease, 
the Lessee will peaceably surrender to the Lessor the leased premises in as 
good order and condition as when received, reasonable use and wear thereof and 
damage by earthquake, fire, public calamity, the elements, Acts of God, or 
circumstances over which the Lessee has no control or responsibility or for 
which Lessor is responsible pursuant to this lease excepted.  The Lessee shall 
have no duty to remove any improvements or fixtures placed by it on the premi-
ses or to restore any portion of the premises altered by it, save and except 
in the event Lessee elects to remove any such improvement or fixture and such 
removal causes damages or injury to the leased premises, and then only to the 
extent of any such damage or injury.

     Lessee shall surrender the premises to Lessor at the termination of this 
lease in substantially the same order and condition as existed at the begin-
ning of this lease, ordinary wear and tear, damage by fire, explosion, the 
elements and other casualties only excepted.  Lessor and Lessee agree that an 
inspection shall be made by the Lessor or his representative and the Lessee or 
its representative prior to Lessee's taking possession of the herein-described 
premises in order to determine the condition of the premises.  A similar in-
spection will be conducted at the termination of the lease to determine the 
condition of the premises at that time.

     Surrender:  Subject to the provisions of Article (   ) of this Lease 
Agreement, upon the expiration of the term hereof, or any extensions or re-
newal thereof, or any sooner termination, the Lessee agrees to quit and deli-
ver possession of the Leased Premises to the Lessor in the same condition as 
presently exists, less only reasonable use and wear and destruction contem-
plated by Article (   ) hereof.

     Upon expiration or other termination of this Lease, Lessee shall yield 
possession of the leased premises to Lessor broom clean, and in as good order 
and condition as at the beginning of the term of this lease, ordinary wear and 
tear and other casualty excepted.

     Surrender:  When this lease shall terminate in accordance with the terms 
hereof, Lessee shall deliver up possession of the leased premises in as good 
order, repair, and condition as the same are in at the beginning of the term 
of this lease except for reasonable wear and tear and loss, damage, or de-
struction caused by fire, flood, windstorm, earthquake, strikes, riots, civil 
commotion, acts of public enemy, acts of God, or other casualty, or caused by 
negligence of Lessor, its agents, employees, or invitees.

     Surrender:  When this lease shall terminate in accordance with the terms 
hereof, Lessee shall quietly and peaceably deliver up possession to Lessor 
without notice from Lessor other than as may be specifically required by any 
provision of this lease.  Lessee expressly waives the benefit of all laws now 
or hereafter in force requiring notice from Lessor with respect to termina-
tion.  Lessee shall deliver up possession of the leased premises in as good 
order, repair, and condition as the same are in at the beginning of the term 
of this lease except for reasonable wear and tear and loss, damage, or de-
struction caused by fire, flood, windstorm, earthquake, strikes, riots, civil 
commotion, acts of public enemy, acts of God, or other casualty, or caused by 
negligence of Lessor, its agents, employees, or invitees.

     ARTICLE      --SURRENDER AT TERMINATION.  Lessee shall, upon expiration 
or termination of this Agreement and Lease, quit and surrender the Property to 
Lessor in as good condition as at the commencement of the term hereof, ordi-
nary wear and tear and damage by fire or other casualty excepted.

     The Lessee shall, upon the expiration of the term hereof, quit and sur-
render the Premises and Property to Lessor in as good condition as at the com-
mencement of the term hereof, ordinary wear and tear, and damage by the ele-
ments, fires or other casualty excepted.

     Lessee shall, upon expiration or termination of this Lease, quit and sur-
render the Property to Lessor in as good condition as at the commencement of 
the term hereof, ordinary wear and tear excepted.

     Surrender of Possession.  Whenever the said term herein demised shall be 
terminated, whether by lapse of time, forfeiture or in any other way, Lessee 
agrees that it will at once surrender and deliver up said premises, including 
the buildings and improvements thereon and the fixtures and equipment belong-
ing to Lessor therein contained, peaceably to Lessor and if Lessee shall 
thereafter remain in possession thereof, it shall be deemed guilty of forcible 
detainer of the premises under the statute and shall be subject to all the 
conditions and provisions above named and to ejection and removal, forcibly 
and otherwise, with or without process of law as above stated.

     Surrender on Termination.  Lessee shall, upon the expiration of this 
Lease at the end of the Initial Term or any extension thereof, or upon termi-
nation for any other cause, surrender Leased Premises to Lessor in as good 
condition and repair as they shall be on the date of occupancy, except for 
normal wear and tear, fire, or other casualty, conditions resulting from the 
fault, failure or negligence of Lessor, or any cause not the result of Les-
see's sole negligence.

     Surrender.  Upon the termination of this Lease whether by forfeiture, 
lapse of time, or otherwise, or upon the termination of Lessee's right to 
possession of the Leased Premises, Lessee will at once surrender and deliver 
up the Leased Premises, together with all improvements thereon, to Lessor in 
good condition and repair, reasonable wear and tear excepted.  Said improve-
ments shall include all plumbing, lighting, electrical, heating, cooling and 
ventilating fixtures and equipment and other articles of personal property 
used in the operation of the Leased Premises (as distinguished from operations 
incident to the business of Lessee; articles of personal property incident to 
Lessee's business are hereinafter referred to as "Trade Fixtures").  All addi-
tions, hardware, non-Trade Fixture and improvements, temporary or permament, 
in or upon the Leased Premises placed there by Lessee shall become Lessor's 
property and shall remain upon the Leased Premises upon such termination of 
this Lease by lapse of time or otherwise, without compensation or allowance or 
credit to Lessee, unless Lessor requests their removal in writing at or before 
the time of such termination of this Lease.  Notwithstanding anything con-
tained herein to the contrary, the provisions of Section _____ and the proce-
dures provided for therein with respect to agreement between the Lessor and 
Lessee as to what improvements shall be removed at the end of the Term and as 
to the restoration of the Leased Premises prior to the commencement of any 
work thereon shall govern the obligations of the parties pursuant to this Ar-
ticle _____.  Lessee shall have ten (10) days after the end of the Term to 
commence the previously agreed upon removal of personal property and fixtures 
and shall complete such removal within a reasonable time.
     Removal of Lessee's Property.  Upon the termination of this Lease by 
lapse of time, Lessee may remove Lessee's Trade Fixtures provided, however, 
that Lessee shall repair any injury or damage to the Leased Premises which may 
result from such removals.  If Lessee does not remove Lessee's Trade Fixtures 
from the Leased Premises prior to the end of the term, however, Lessor may, at 
its option, remove the same and deliver the same to any other place of busi-
ness of Lessee or warehouse the same, and Lessee shall pay the cost of such 
removal (including the repair of any injury or damage to the Leased Premises 
resulting from such removal), delivery and warehousing to Lessor on demand.

     ARTICLE      --TERMINATION.  If, during the original or renewal term, the 
Lessee shall move its operation as a ________________________ distributorship 
from the demised premises to another location which move meets with the writ-
ten approval of the Lessor, then this lease shall be terminated as of the date 
the premises are vacated and returned to the Lessor as set forth in Article 
_____ and Article _____.

     Zoning.  Lessor represents and warrants that, as of the date hereof, the 
Leased Premises are zoned in a classification which permits the contemplated 
use by Lessee, which is consistent with Article _____ hereof.

     Objectionable Odors and/or Noises.  If, at any time, objectionable odors 
and/or noises emit from the Leased Premises from causes due to Lessee's opera-
tions, Lessee will immediately take the necessary steps to remedy the situa-
tion.  If said odors and/or noises are not eliminated within a reasonable 
length of time after notice from Lessor, or Lessor's agent, said failure shall 
constitute a breach of this Lease.

     Common Area.  The common area ("Common Area"), which is shown on Exhibit 
A and described in Exhibit D, shall be used by the Lessee free and clear from 
any (a) rental; or (b) charge for any imposition which may be assessed against 
such Common Area.  Lessee shall cooperate with Lessor in affording all other 
tenants entitled to use the same reasonable access to the Common Area, pro-
vided that such other tenants shall not restrict this Lessee's access to the 
Common Area.  Lessor will operate and maintain the Common Area in a condition 
substantially identical to its condition at the time of the execution of this 
Lease, reasonable wear and tear excepted, and shall keep the Common Area clear 
of snow, debris, etc.  Lessor shall erect no structures on the Common Area 
without Lessee's prior written consent and shall not conduct, or permit to be 
conducted, any activity thereon which will unreasonably interfere with Les-
see's activities.

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