MAINTENANCE AND REPAIRS


(1)
     Maintenance and Repairs:
     Lessee's Obligations:  Lessee shall keep the interior of the premises in
good condition and repair, at its expense, excepting for ordinary wear and
tear, obsolescence and damage by fire, act of God or the elements, and such
repairs as under this Lease Lessor is required to make.  If the premises are
part of an entire building containing general systems of electricity and
plumbing, Lessor shall have no responsibility to maintain and repair the same
beyond the premises, nor for any portions thereof running through, in, or 
across the premises but not serving the same.  On the last day of the Term
hereof, Lessee will surrender the premises to Lessor in a state of good repair,
reasonable wear and tear, obsolescence and damage by fire, act of God or the
elements, or damage which Lessor is required to repair hereunder excepted.
     Lessor's Obligations:  Lessor, at its expense, will maintain in good order
and repair all structural portions of the premises, including the roof and 
exterior walls, floor structures, pipes and conduits, and utility 
installations.  Lessor shall also make all repairs to the interior of the
premises which may be of a structural nature or which are caused by structural
failures or movement, repairs to the interior of the premises made necessary
by leakage of the roof, or by leakage of any utility installation; provided,
however, that Lessor shall not be obligated to make such repairs for any
structural damage caused by Lessee, its agents or employees or until notified
by Lessee, its agents or employees or until notified by Lessee in writing that
such repairs are necessary.  Lessor shall resurface and restripe the parking
area on the premises when necessary.  All repairs to be made hereunder by 
Lessor shall be made with dispatch and in such a manner and at such time as to
cause the least possible inconvenience to Lessee in the conduct of its
business.  In the event that the making of any such repairs causes a 
substantial interference with the operation of the business of Lessee in the
premises, then there shall be a proportionate abatement of rent hereunder to
the extent that Lessee is necessarily required to discontinue its business by
reason of such repairs.

(2)
     Repair and Maintenance:
     During the lease term, the Lessor shall maintain the leased premises and
appurtenances in good repair and tenantable condition, including, but not
limited to, the maintenance and repair of the elevator, if any, plumbing,
heating, electrical, air conditioning and ventilating equipment and fixtures to
the end that all such facilities are kept in good operative condition except in
case of damage arising from a willful or negligent act of the Lessee's agent,
invitee, or employee.  Lessor's obligations shall also include, but are not
limited to, periodic painting to the satisfaction of the Lessee, furnishing and
replacing electrical light bulbs, fluorescent tubes, ballasts and starters, and
air conditioning and ventilating equipment filters.  In case Lessor, after not-
ice in writing from the Lessee requiring the Lessor to comply with the require-
ments of this paragraph in regard to a specified condition, shall fail, refuse
or neglect to comply therewith, or in the event of an emergency constituting
a hazard to the health or safety of the Lessee's employees, property, or in-
vitees, the Lessee may perform such maintenance or make such repair at its own
cost and, in addition to any other remedy the Lessee may have, may deduct the
amount thereof from rent that may then be or thereafter become due hereunder.

(3)
     Repairs:
     The Lessor covenants and agrees that it will, during the term of this
lease at its own expense, repair and maintain the roofs of the building in a
water-tight condition, repair and maintain the exterior of the buildings, 
repair and maintain the structural portions of the interior of the buildings,
repair and maintain major components of or entire systems of the leased
premises, such as the plumbing, electrical, heating, air conditioning, scales,
and yard pavements, when necessary, and repair and maintain any and all other
utility systems and the mechanical equipment which are affixed to or are a part
of the leased premises.  Lessor shall make any changes or alterations in or on
the premises as required by the codes or regulations of any governmental body
exercising jurisdiction over the premises.  Repairs necessitated by negligence
of the Lessee shall be the responsibility of the Lessee.

(4)
     Repairs:
     1.  Lessee covenants and agrees that it will during the term of this 
lease, at its own expense, keep and maintain the interior, exterior, overhead
doors, and the parking area of the demised premises, and its appurtenances in
good and substantial repair and in clean and sanitary condition, and that it
will surrender the same at the end of the term of this lease in as good 
condition as they are at the date of the commencement of the term of this
lease, ordinary wear and tear excepted.  Lessor will maintain and repair the
roof of the buildings on the demised premises and will make any repairs
necessitated or attributable to faulty construction.  Lessor and Lessee agree
that an inspection shall be made by the Lessor or his representative and the
Lessee or his representative prior to Lessee's taking possession of the herein
described premises in order to determine the condition of the premises.  A
similar inspection will be conducted at the termination of the lease to 
determine the condition of the premises at that time.
     2.  Lessee further covenants and agrees that Lessee will make any changes
to the structure of the demised premises which will, during the term of this
lease, be required by any official order under any police, safety or fire
regulation when made necessary by the particular business carried on by Lessee.

(5)
     Responsibility of Lessor:  Throughout the term hereof and any extension
thereof, Lessor shall maintain, repair and replace at its own sole cost and
expense all common areas, exterior walls, loadbearing walls, windows,
foundations, roof, sidewalks, and chimneys so as to provide a safe and 
functional facility maintained in accordance with all applicable laws, rules
and regulations, save and except that Lessee shall repair all damage caused by
the willful and wrongful act of Lessee.  All maintenance and repairs of the 
demised premises will be borne at the sole cost of Lessee, unless such repairs
to the demised premises are caused by the Lessor's failure to repair as
specified above.  In addition, Lessor agrees, at its sole cost and expense, to
repair any defects in any improvements erected by Lessor upon the demised
premises arising from defective labor or material.  Neither Lessee's acceptance
of said premises and improvements nor Lessee's entry into possession thereof
and payments of any monthly installments of rent nor Lessee's performance of
any of the other provisions or conditions hereof shall relieve Lessor of such
responsibility.
     In the event that the building and/or the demised premises should become
in need of repairs required to be made by Lessor hereunder, Lessee shall give
immediate written notice thereof to Lessor, and Lessor shall proceed promptly
to make such repairs.  If Lessor fails to promptly make the repairs after the
service of such notice, Lessee may make the necessary repairs at the expense of
the Lessor and all amounts expended by Lessee for that purpose shall be
deducted from the next rental payment due hereunder.  Said deduction may 
include any damages caused to Lessee's property because of Lessor's failure to
keep the building and/or the demised premises in good condition and repair as
specified above.
     Lessee will allow Lessor, or any person authorized by Lessor, free access
to the premises during business hours for the purpose of examining the 
premises to determine if repairs are needed or to make any repairs or 
alterations thereof which Lessor may see fit or is obligated to make.

(6)
Maintenance, Repairs and Alterations
     Lessee's Obligations:  Lessee shall, during the term of this Lease, keep
in good order, condition and repair, the Premises and every part thereof,
structural or non-structural, and all adjacent sidewalks, landscaping,
driveways, parking lots, fences and signs located in the areas which are
adjacent to and included with the Premises.  Lessor shall incur no expense nor
have any obligation of any kind whatsoever in connection with maintenance of
the Premises, and Lessee expressly waives the benefits of any Statute now or
hereafter in effect which would otherwise afford Lessee the right to make
repairs at Lessor's expense or to terminate this Lease because of Lessor's 
failure to keep the Premises in good order, condition and repair.
     Surrender:  On the last day of the term hereof, or on any sooner 
termination, Lessee shall surrender the Premises to Lessor in good condition,
broom clean, ordinary wear and tear excepted and Lessee shall remove interior
and exterior ________________ signs and identification.  Lessee shall repair
any damage to the Premises occasioned by its use thereof, or by the removal of
Lessee's trade fixtures, furnishings and equipment pursuant to Article (     )
which repair shall include the patching and filling of holes and repair of
structural damage.
     Lessor's Rights:  If Lessee fails to perform Lessee's obligations under 
this Article (     ), Lessor may at its option (but shall not be required to)
enter upon the Premises, after ten (10) days' prior written notice to Lessee
and put the same in good order, condition and repair, and the cost thereof
shall become due and payable as additional rental to Lessor together with
Lessee's next rental installment.
     Alterations and Additions:  (a) Lessee shall not, without Lessor's prior
written consent, make any alterations, improvements, or additions, in, on or
about the Premises, except for non-structural alterations not exceeding $1,000
in cost.  As a condition to giving such consent, Lessor may require that Lessee
remove any such alterations, improvements, additions or utility installations
at the expiration of the term, and to restore the Premises to their prior
condition.
     (b) Before commencing any work relating to alterations, additions and
improvements affecting the Premises, Lessee shall notify Lessor in writing of
the expected date of commencement thereof.  Lessor shall then have the right of
any time and from time to time to post and maintain on the Premises such
notices as Lessor reasonably deems necessary to protect the Premises and Lessor
from mechanics' liens, materialmen's liens, or any other liens.  In any event,
Lessee shall pay, when due, all claims for labor or materials furnished to or
for Lessee at or for use in the Premises.  Lessee shall not permit any
mechanics' or materialmen's liens to be levied against the Premises for any
labor or material furnished to Lessee or claimed to have been furnished to
Lessee or to Lessee's agents or contractors in connection with work of any
character performed or claimed to have been performed on the Premises by or at
the direction of Lessee.
     (c) Unless Lessor requires their removal, as set forth in Article (     ),
all alterations, improvements or additions which may be made on the Premises,
shall become the property of Lessor and remain upon and be surrendered with 
the Premises at the expiration of the term.  Notwithstanding the provisions of
this Article (     ) Lessee's machinery, equipment and other trade fixtures
other than that which is affixed to the Premises so that it cannot be removed
without material damage to the Premises, shall remain the property of Lessee 
and may be removed by Lessee subject to the provisions of Article (     ).

(7)
Repair and Maintenance:
     a) Lessor will, at its own cost and expense, except as may be provided
elsewhere herein, make necessary repairs of damage to the Building corridors,
lobby, roof, structural members of the Building, and equipment used to provide
the services referred to in Paragraph (     ).  Lessee will promptly give
Lessor written notice of any damage in the Leased Premises requiring repair by
Lessor, as aforesaid.
     b) Lessee will maintain the Leased Premises in a clean, attractive
condition and in good repair, except as to damage to be repaired by Lessor as
provided above.  Upon termination of this Lease, Lessee will surrender and 
deliver up the Leased Premises to Lessor in the same condition in which they
existed at the commencement of the Lease, excepting only reasonable wear and
tear and damage arising from any cause not required to be repaired by Lessee.
     c) This Paragraph (     ) shall not apply in the case of damage or
destruction by fire or other casualty which is covered by insurance maintained
by Lessor on the Building, or damage resulting from an eminent domain taking.

(8)
     Maintenance and Repairs:  Lessor shall, at its sole expense, maintain and
repair the Premises and the Building and Parking Lot in a first-class 
condition.  Upon notification by Lessee, Lessor shall promptly repair any
damage to or defect in thePremises and the Building.
     Every two (2) years during the term hereof, Lessor shall, at its expense:
     
     A.  Repaint the premises with two coats of prime quality paint; repainting
         shall be performed in a workmanlike manner with a minimum of
         interference with Lessee's normal business operations.
     B.  Replace, where worn, carpeting installed by Lessor.
     C.  Replace or repair vinyl wall covering where necessary.

(9)
     Lessee's Right to Cure Defaults:  If the Lessor fails promptly to proceed
with and complete the repairs and restoration which it may be required to make
under any of the terms of this Lease, the Lessee may make the same, or make so
much thereof, as shall be reasonably required thoroughly to protect the
Premises for the account and at the expense of the Lessor; and the Lessor will,
upon receipt of a statement of the reasonable cost of such repairs and
restoration for the Lessee, reimburse the Lessee for all expenditures so made
and in default of such reimbursement; the Lessee may deduct the amount of such
expenditures from the rent due or to come due hereunder; and upon ten (10) days
written notice to the Lessor, the Lessee may pay any assessments or other
charges affecting the Premises and make payments pursuant to or cure any
defaults in the terms of any mortgage, security deed, deed of trust affecting
the Premises which is prior to lien or effect or paramount to this Lease; and
in event, the Lessee may set off any such payment against the rent due or to
become due under this Lease.

(10)
     (a) Lessee shall keep the interior of the leased premises in a neat, clean
and sanitary condition.  Lessee shall not suffer or commit any waste of the
leased premises.
     (b) Lessor shall maintain and repair the heating and air conditioning unit
serving the leased premises and shall maintain and make all repairs to the
structural portions or members of the leased premises and the building of which
the leased premises are a part.  Lessor shall also maintain and make all re-
pairs to the leased premises which may be necessary or appropriate by reason of
any failure of Lessor to perform any of its covenants or obligations under this
Lease.
     (c) The term "structural portion(s) or member(s)" shall include but not be
limited to foundations and foundation footings, walls, concrete floors, roofs,
and all load-bearing partitions and structures.

(11)
     Maintenance and Repair:  The Lessor shall, at its expense, put, at the
commencement of the term, the entire premises in good order and repair and,
thereafter, during the term of this lease or as it may be extended, make all
repairs and replacements, structural or otherwise, necessary or desirable in
order to keep in good order and repair the sidewalks, driveways, service areas,
curbs and parking areas; the exterior and structure of the building, exterior
water, sewerage, gas and electrical services up to entry to the building; the
interior of building including all building systems and components when such
repairs are made necessary because of faulty construction or Lessor's failure
to keep the structure in proper repair; the heating and air conditioning 
systems except for ordinary maintenance; and for all other repairs occasioned
by the Lessor's failure to do any of the foregoing.  The Lessee shall, 
subsequent to the commencement date, keep and maintain the interior and 
exterior in good and sufficient condition including the keeping of parking
areas, sidewalks, driveways, service areas, and curbs free of snow, ice and
other debris; the ordinary maintenance of heating, air conditioning, plumbing
and electrical systems; the repairs occasioned by the negligence of the Lessee
or by any other party for whom the Lessee is responsible; the repair and
maintenance of all alterations a additions performed by the Lessee under
Paragraph (     ) hereof and all other repairs to the interior of the Premises
not required to be made by the Lessor.

(12)
     MAINTENANCE AND REPAIRS:
     (a) Lessee shall maintain and keep in good condition the interior of the
leased premises, and perform all maintenance and repairs of damage caused by
the negligence of Lessee, its servants, agents, or employees; provided,
however, that Lessee shall not be required to perform any repairs or 
replacements to the electrical, heating, air conditioning, plumbing systems and
Lessor's fixtures and equipment necessitated by ordinary wear and tear, by the
negligence of Lessor, its servants, agents, or employees, by structural defects
or deficiencies in any building, or by fire, or other casualty.
     (b) Lessor shall maintain and keep in good repair and condition the
exterior of the leased premises (including but not limited to exterior surface
of all walls, roof, paving and fencing) and except for such maintenance, 
repairs and replacements as are required by subsection (a) of this section to
be made by Lessee, Lessor shall perform any and all alterations, maintenance,
repairs and replacements which may be necessary to maintain the leased
premises and Lessor's fixtures and equipment located thereon in good, safe and
tenantable condition.
     (c) Lessor shall have the right to enter upon the leased premises from
time to time in order to inspect the same and to perform any maintenance,
repairs, and replacements which it is required to make under the provisions of
this lease, but this right shall be exercised in such manner as to not
interfere with Lessee's use and enjoyment of the leaed premises, and shall be
subject to any and all laws, orders, or regulations of the United States
Government or any department or agency thereof, relating to information 
affecting the national security which may at any time apply to Lessee's use of
the leased premises.

(13)
     LEESOR agrees promptly to make all structural repairs which may be 
reasonably necessary during the term of this lease, including but not limited
to repairs to the roof, walls, and downspouts and exterior painting and all repairs,
alterations, installations and improvements required by any public authority. LESSEE
shall be responsible for all interior repairs and maintenance with the exception of
such as may be determined to be caused by or result from structural defects, or as
set forth in Paragraph (       ) hereof.

(14)
     LESSEE agrees to keep said premises and the improvements thereon erected
in the same good order and condition as at the time when LESSEE takes
possession, and at the end of this term, or other termination of this lease,
LESSEE will surrender and repair, normal wear and tear, and damage by fire or
by the elements, excepted.

(15)
     Maintenance and Repairs.  To the extent required to comply with Section
_____, Lessor shall correct any faults of the structural integrity of the
Building and approved structural additions.  In addition, Lessor shall be
responsible for the normal maintenance and repair of:
     (a)  the roof and the siding (including painting of exterior and interior
          sides of the same) of the existing Building; and
     (b)  that part of the electrical, gas, water and sewer serving the Leased
          Premises, but not located thereon; and
     (c)  the existing roads, tracks, fences and gates located on the Common
          Area.
Lessee shall keep and maintain the balance of the exterior and interior of the
Leased Premises, including, and not limited to, electrical, plumbing, heating,
ventilation, air conditioning equipment and those utilities described in (b)
above on the Leased Premises, in good condition and repair and in full 
conformity with all applicable laws including but not limited to ordinances,
statutes, health and police regulations in force and with the reasonable rules
and regulations of fire underwriters or underwriter's fire prevention 
engineers.  As used herein, each and every obligation of Lessee to keep, 
maintain and repair shall include, without limitation, all ordinary and 
extraordinary non-structural repairs and replacements, and such structural
repairs as are not the responsibility of the Lessor.  Twice annually during the
term of this Lease, Lessee shall employ a competent engineer, reasonably
satisfactory to Lessor, to inspect the Leased Premises with respect to proper
maintenance.  A copy of such report from such engineer shall be furnished 
directly to the Lessor.  In the event that Lessee does not comply with any
reasonable recommendations made by such engineer, Lessor shall give Lessee
written notice of such noncompliance, and if Lessee:
     (i) fails to commence to comply within Fifteen (15) working days of 
         receipt of said notice; or
    (ii) after commencing to comply, does not do so within a reasonable time
         thereafter;
Lessor may enter onto the premises to conduct such repairs or maintenance.
Lessee shall further keep and maintain the improvements at any time situated
upon the Leased Premise and all sidewalks and areas adjacent thereto, safe,
secure, clean and sanitary including, but not limited to, the clearance of snow
and ice where appropriate and the conformity with the lawful and valid
requirements of any governmental authority having jurisdiction over the Leased
Premises.

(16)
     LESSOR agrees promptly to make all structural repairs which may be
reasonably necessary during the term of this lease, including but not limited
to repairs to the roof, walls, and downspouts and exterior painting and all
repairs, alterations, installations and improvements required by any public
authority.  LESSEE shall be responsible for all interior repairs and 
maintenance with the exception of such as may be determined to be caused by
settling or result from structural defects, or as set forth in Paragraph (    )
hereof.  In the event LESSOR shall fail to make the reasonably necessary
repairs within thirty (30) days, LESSEE may proceed with such repairs and 
deduct the cost thereof from the rental payments.

(17)
     LESSEE will be responsible for maintenance and service on any heating and
air conditioning system and equipment installed on the premises and may
discharge such responsbility by entering into a service contract with a
responsible service contractor.  LESSOR will be responsible for the replacement
of any such system and equipment or parts thereof due to inadequate capacity
or defective materials or workmanship or for any reason other than damage by
LESSEE.

(18)
     REPAIRS:  Lessor shall make all necessary repairs and replacements to the
building in which the premises are located (including common areas) and to
parking areas, and to heating, air conditioning, electrical, and other service
systems located therein.  Lessor also shall make all repairs to the premises
that are structural in nature or otherwise required due to fire, casualty, or
act of God; provided, however, that Lessee shall make all repairs and
replacements caused by its own negligent acts.  Except as set forth above,
Lessee shall keep the premises in good repair and shall, upon the expiration of
the Lease term, yield and deliver up the premises in like condition as when
Lessee received possession, reasonable use and wear thereof and repairs 
required to be made by the Lessor excepted.

(19)
     MAINTENANCE AND REPAIR:  Except for such maintenance, repairs, and
replacements as are necessitated by the negligence of Lessee, Lessor shall
perform any and all maintenance, repairs, and replacements which may be
necessary to maintain the leased premises in good and tenantable condition.

(20)
     MAINTENANCE AND REPAIR:
     (a) Except for such maintenance, repairs, and replacements as are
necessitated by the negligence of Lessee, Lessor shall perform any and all
alterations, maintenance, repairs, and replacements which may be necessary, or
required by any law, order or other regulation of any governmental authority, 
to maintain the leased premises and Lessor's fixtures and equipment located
thereon in good, safe and tenantable condition.
     (b) Lessor shall have the right to enter upon the leased premises from
time to time in order to inspect the same and to perform any maintenance,
repairs, and replacements which it is required to make under the provisions of
this lease, but this right shall be exercised in such manner as to not 
interfere witih Lessee's use and enjoyment of the leased premises, and shall be
subject to any and all laws, orders or regulations of the United States
Government or any department or agency thereof, relating to information 
affecting the national security which may at any time apply to Lessee's use of
the leased premises.
     Repairs, Replacements and Maintenance.  Lessee shall maintain rain
gutters, down spouts and all doors, both interior and exterior, and make all
other ordinary repairs to the interior of Leased Premises, including repairs to
the appliances and fixtures pertaining to the heating, water, sewer and
electrical systems, and will replace all broken glass in Leased Premises with
glass of the same size and quality as that broken; and Lessee will permit no
waste, damage or injury to the Leased Premises, and at Lessee's own cost and
expense, will keep all drainage pipes free and open and will protect water,
heating and other pipes so that they will not freeze or become clogged and will
repair all leaks and will also repair all damage caused by leaks or by reason
of Lessee's failure to protect and keep free, open and unfrozen any of the 
pipes and plumbing on Leased Premises.  Lessee shall be liable for the removal
of ice and snow from the sidewalks in front of and about Leased Premises.
Provided, however, that Lessee shall not be obligated to make such repairs or
perform such obligations as are in this Lease assumed by Lessor, or to make
repairs of damage from reasonable wear and tear, or from any cause beyond
Lessee's control, or from fire, the elements, acts of God, riots or other
casualty; and under no circumstances shall Lessee by obligated to make any
structural repairs, changes or replacements, unless due to Lessee's negligence,
damage from insured casualty excepted.
     During the term hereof, and any extensions thereof, Lessor will be
responsible for replacement of down spouts and rain gutters due to 
deterioration and make structural repairs and replacements to the premises,
which said repairs shall include, but not be limited to, structural defects in
walls, floors and ceilings; structural repairs and replacements to exterior
parts of the said building and Leased Premises, including the roof, sidewalks,
driveways, trucking facilities, and loading and unloading parking area; major
structural repairs and replacements to the plumbing, water, sewer, electrical
and heating systems and the utility pipes serving said building, that
necessitate replacement thereof or of major parts thereof, provided Lessee
shall repair all items caused by its negligence, damage from insured casualty
excepted, of Lessee and shall make all repairs and perform all acts, all as
set forth in this Paragraph; Lessor will make repairs and replacements due to 
improper or defective materials used in construction of the said building or 
its equipment, and repairs covered by warranties of Lessor's contractors, and
repairs due to damage from fire, termites, the elements, acts of God, or any
occurrence beyond Lessee's control; and any maintenance, repairs and
replacements not the responsibility of Lessee as hereinafter provided.  Should
Lessor fail or neglect to make such repairs or replacements, or any thereof,
Lessee shall, after giving Lessor thirty (30) days written notice sent by
certified mail to Lessor requiring said repairs, have the right to cause said
repairs to be made and to deduct the full cost thereof, with interest thereon
from the date of payment, from the rent that may then or thereafter be due in
respect of Leased Premises.
     Lessor hereby represents and covenants as of the date of the commencement
of this Lease that:  Leased Premises conform to all applicable laws, orders,
ordinances, and regulations of any governmental authority having jurisdiction
thereof; that Leased Premises is suitable for the conduct of the business for
which the premises are leased hereunder; and that the building comprising
Leased Premises is structurally sound and in good condition, good repair, and
good working order, free from any structural defects.

(21)
     Maintenance of Premises.  Lessee further agrees, at its expense to keep
the demised premises in good repair and in a clean and wholesome condition and
to at all times fully comply with all health and police regulations in force
and also that it will keep the improvements at any time situated upon the
demised premises and all sidewalks and areas adjacent thereto, as well as in
the area thereof, safe and secure and conformable to the lawful and valid
requirements of any municipality in which said demised premises may be
situated and of all other public authorities, and will make, at its own 
expense, all additions, improvements, alterations and repairs on the demised
premises and on and to the appurtenances and equipment thereof required by any
lawful authorities or which may be made necessary by the act or neglect of any
other person or corporation (public or private), including supporting the
streets and alleys adjoining the demised premises, and will keep Lessor 
harmless and indemnified at all times against any loss, damage, cost or expense
by reason of the failure so to do in any respect or by reason of any accident, 
loss or damage resulting to persons or property from any use which may be made
of said premises or of any improvements at any time situated thereon or by 
reason of or growing out of any act or thing done or omitted to be done upon
said premises or in any building at any time situated thereon; and Lessee
agrees that it will save, hold and keep Lessor and the demised premises free
and clear of and from any and all claims, demands, penalties, liabilities,
judgments, costs and expenses, including reasonable attorneys' fees, arising
out of any damage which may be sustained by adjoining property or adjoining
owners or other persons or property in connection with any remodeling,
altering or repairing of any building or buildings on the demised premises or
the erection of any new building or buildings thereon.

(22)
     ARTICLE      --REPAIRS AND IMPROVEMENTS.  Lessee accepts the Property in
its present condition and covenants and agrees that it will, at its own cost
and expense, maintain the Property throughout the term hereof in as good
condition as at the beginning of the term hereof and perform all replacements
and repairs, structural and nonstructural, interior and exterior, reasonable
wear and tear excepted.
     Lessee shall indemnify, defend and save harmless Lessor from and against
all liens, claims, damages, injuries and death caused or resulting from the
repair and improvement of either the Property or the premises made by Lessee,
his agents, servants, or employees as well as independent contractors pursuant
to Lessee's obligations hereunder.
     Except as otherwise expressly provided herein, all repairs to, 
replacements for, and improvements of the Property shall be considered as
becoming part of the realty, and as such, become the property of Lessor.

(23)
     Lessee may, at its own cost and expense, make such other improvements to
the property as it may deem necessary or desirable, such improvements being
subject to reasonable regulation by the Lessor and the requirements set forth
in Article _____.

(24)
     Lessee covenants and agrees that it will, at its own cost and expense,
maintain the Premises and Property throughout the term hereof in as good
condition as at the beginning of the term hereof and perform all repairs to the
Premises and Property, except those which are expressly herein made the duty of
Lessor.

(25)
     Lessee may, at its own cost and expense, make such other improvements to
the Property and install, attach or affix machinery and other fixtures as it  
may deem necessary or desirable, such improvements being subject to the prior
written approval of the Lessor and the requirements set forth in Article _____.
     Except as otherwise expressly provided in Article _____ hereof, all 
repairs to, replacements for, and improvements of the Premises and Property
shall be considered as becoming part of the realty, and as such, becomes the
property of the Lessor.
     The Lessee shall indemnify and save harmless the Lessor from and against
all liens, claims and damages, injuries and death caused or resulting from the
repair and improvement of either the Property or the Premises made by Lessee.
     The Lessee shall be under no obligation to perform structural repairs, or
to perform repairs to the roof which exceed ______ per incident of repair.
Lessor shall perform all structural repairs and all roof repairs not includable
in Lessee's obligations hereunder; provided, however, that Lessor shall not be
obligated to expend any more than a total of ________ for roof repairs during
the entire term of this lease.  The term "structural repairs" as used herein
shall mean repairs and/or replacements of the foundations, supporting columns
and building framework, and load-bearing walls, when such repair and/or
replacement has not been caused by the negligent or intentional acts or
omissions of Lessee, its agents, servants, invitees, or employees.  The parties
shall promptly pay all charges arising out of the fulfillment of their
obligations hereunder.
     Lessee's option to purchase the premises and property and the price as set
forth in Article ______ hereof, shall in no way be affected by Lessee's
aforementioned obligation to repair, or by any repairs to, replacements for, or
improvements of the Premises and/or Property.

(26)
     FIXTURES.  All buildings and improvements and all plumbing, heating,
lighting, electrical and air-conditioning fixtures and equipment and other
articles of personal property used in the operation of such buildings as such
(as distinguished from operations incident to the business of Lessee) now or
hereafter located upon said land, together with all duct electrical lines,
whether or not attached or affixed to said land or any buildings thereon,
sometimes herein referred to as "building fixtures", shall be and remain a part
of the real estate and shall constitute the property of Lessor.
     All of Lessee's trade fixtures and all personal property, fixtures, 
apparatus, machinery and equipment now or hereafter located upon said land,
other than building fixtures as defined in Section 1901 hereof, and owned by
Lessee or any other occupants of the demised premises and whether or not the 
same are affixed thereto, shall be and remain the personal property of Lessee
or such other occupants, and the same are herein sometimes referred to as
"Lessee's equipment."
     Lessee's equipment may be removed from time to time by Lessee or other
occupants of the demised premises, provided, however, that if such removal
shall injure or damage the premises, Lessee shall reasonably repair the damage
and place the premises in the same condition as it would have been if such
equipment had not been installed.

(27)
     ARTICLE      --REMOVAL OF TRADE FIXTURES, EQUIPMENT ETC.  Notwithstanding
the preceding Article _____, Lessee shall have the right, within ______ days
after the expiration or termination of this Lease, to remove any and all
machinery, tools, equipment and trade fixtures of every kind whatsoever which
may have been installed by Lessee within or attached or fixed to the Property.
If the removal by Lessee of such machinery, tools, equipment and trade fixtures
shall result in damage to the Property, Lessee shall promptly make the
necessary repairs and landscaping thereto at its own cost and expense, fire
losses only excepted.

(28)
     Notwithstanding the preceding Article _____, the Lessee shall have the
right upon the termination of the original term hereof, as the case may be, and
within a reasonable time thereafter, not to exceed ______ days, to remove any
and all machinery, tools, equipment and trade fixtures of every kind whatsoever
which may have been purchased or installed within or attached or fixed to the
Property or Premises or any part thereof by Lessee.  If the removal by the 
Lessee of such machinery, tools, equipment and trade fixtures shall result in
damage to the Premises or Property the Lessee shall promptly make the necessary
repairs and landscaping at its own cost and expense.

(29)
     Lessee's Private Property:  All furniture, equipment, signs, and other
private properties erected or installed in or on the demised premises by Lessee
shall remain the private property of Lessee and shall not in any manner or for
any reason whatsoever become a part of the realty and will at all times during
the term of this lease, and any extension thereof, remain the personal property
of Lessee, unless the removal of such personalty would cause damage beyond
ordinary wear and tear to the demised premises.  Lessee shall pay all personal
property taxes upon such personal property and such personal property may be
removed, remodeled, and/or replaced at any time and all times Lessee deems
advisable; provided, however, that nothing in this Article (     ) shall be
construed to limit Lessee's responsibility for any damages caused to the
demised premises by removal of such property, as hereinbefore provided in
Article (     ).

(30)
     Lessee's Personal Property:  Lessor shall not be responsible or liable for
damages, from any cause whatsoever, to Lessee's personal property located in, on
or about the premises, excepting damages caused by the negligence of the Lessor,
his agents or employees.  Lessee shall procure and keep in effect, during the
entire term hereof, public liability and property damage insurance with respect to
the premises, naming the Lessor as an additional insured, and Lessee shall, at the
request of the Lessor, deliver copies of certificates of such insurance to Lessor.


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