Indemnification:  The Lessee agrees to indemnify and save harmless the
Lessor from and against any and all loss, damage, claim, demand, liability or
expense by reason of damage to person or property which may arise or be claimed
to have arisen as a result of the use of said leased premises, however, Lessee
shall not indemnify as to the loss or damage due to fault of Lessor.

     Indemnification:  The Lessor shall not be liable for any damage or injury
to any person or property whether it be the person or property of the Lessee,
the Lessee's employees, agents, guests, invitees or otherwise by reason of
Lessee's occupancy of the leased premises or because of fire, flood, windstorm,
Acts of God or for any other reason.  The Lessee agrees to indemnify and save
harmless the Lessor from and against any and all loss, damage, claim, demand,
liability or expense by reason of damage to person or property which may arise
or be claimed to have arisen as a result of the occupancy or use of said leased
premises by the Lessee or by reason thereof or in connection therewith, or in
any way arising on account of any injury or damage caused to any person or
property on or in the leased premises providing, however, that Lessee shall
not indemnify as to the loss or damage due to fault of Lessor.  If Lessee's use
of the demised premises causes Lessor's insurance premium for the building to 
be increased, the Lessee agrees to pay, as additional rent plus any applicable
sales or use taxes, the entire cost of such increase.

     Indemnity:
     Fire and Extended Coverage:  Lessor shall, at Lessor's expense procure and
maintain at all times during the Term of this Lease a policy or policies of
insurance covering loss or damage to the premises in the amount of the full
replacement value thereof (exclusive of Lessor's trade fixtures, personal
property and equipment), providing protection against all perils included 
within the classification of fire, extended coverage, vandalism, malicious
mischief, sprinkler leakage and special extended peril (all-risk).  Lessee 
shall not do or permit anything to be done in or about the premises which will
increase the existing rate of insurance upon the premises or cause the 
cancellation of any insurance policy covering said premises or any building of
which the premises may be a part, nor shall Lessee sell or permit to be kept,
used or sold in or about said premises any articles which may be prohibited by
Lessor's policy of fire insurance.
     Lessee's Fixtures:  Lessee agrees that it will assume the risk of damage 
to any fixtures installed by or at the expense of Lessee in and upon the
premises, title to which is retained by Lessee hereunder, from every source
other than damage caused by the negligence or willful misconduct of Lessor,
Lessor's agents or contractors, or resulting by reason of any breach of any of
Lessor's obligations under this Lease.
     Public Liability Insurance:  Lessee shall, at its own cost and expense,
keep and maintain in full force during the Term hereof, public liability
insurance covering the premises and Lessee's activities therein against claims
for personal injury and death in an amount of not less than Five Hundred 
Thousand Dollars ($500,000) for injury or death of any one person, and One
Million Dollars ($1,000,000) for injury or death of all persons in any one
accident, and Five Hundred Thousand Dollars ($500,000) property damage; 
provided, however, that if at any time during the Term of this Lease, Lessee
shall have in full force and effect a blanket policy of public liability 
insurance with the same coverage as described above as well as coverage of
other premises and properties of Lessee, or in which Lessee has some interest,
such blanket insurance shall be deemed to meet and satisfy the requirements
hereof.  Lessee shall furnish to Lessor a certificate evidencing the fact that
the insurance described herein has been obtained and is in full force and
effect.
     Waiver of Subrogation:  The parties release each other, and their 
respective authorized representatives, from any claims for damage to any person
or to the premises and the building and other improvements in which the 
premises are located, and to the fixtures, personal property, Lessee's
improvements, and alterations of either Lessor or Lessee in or on the premises
and the building and other improvements in which the premises are located that
are caused by or result from risks insured against under any fire and extended
insurance policy carried by the parties and in force at the time of any such
damage.
     Each party shall cause each fire and extended insurance policy obtained by
it to provide that the insurance company waives all right of recovery by way of
subrogation against either party in connection with any damage covered by any
such policy.  Neither party shall be liable to the other for any damage caused
by fire or any of the risk insured against under any fire and extended 
insurance policy required by this Lease.
     Indemnity:  Lessee shall hold Lessor harmless from all damage arising out
of any damage to any person or property occurring in, on, or about the premises
and the building in which the premises are located, except that Lessor shall be
liable to Lessee for damage resulting from the acts or omissions of Lessor or
its authorized representatives.  Lessor shall hold Lessee harmless from all
damages arising out of any such damage.  A party's obligation under this
paragraph to indemnify and hold the other party harmless shall be limited to 
the sum that exceeds the amount of insurance proceeds, if any, received by the
party being indemnified.

     Insurance & Waiver of Subrogation:  The Lessor agrees that it shall,
during the full term of this lease, keep the lesed premises and any structural
improvements on the leased premises insured in sufficient amounts against loss
or damage by fire and other casualty commonly covered by standard fire and
extended coverage insurance.  The Lessor does hereby release and waive on
behalf of itself and its insurer by subrogation or otherwise, all claims 
against Lessee on account of any fire or other casualty whether or not such
fire or other casualty shall have resulted in whole or in part from the
negligence of the Lessee.
     The Lessee agrees that it shall, during the full term of this lease and at
its own expense, keep its contents, non-structural improvements and personal
property located on the leased premises fully insured against loss or damage by
fire or other casualty, commonly covered by standard fire and extended coverage
insurance.  The Lessee does hereby release and waive on behalf of itself and
its insurer by subrogation or otherwise, all claims against the Lessor on
account of any fire or other casualty whether or not such fire or other
casualty shall have resulted in whole or in part from the negligence of the
Lessor.

     Casualty Clause and Insurance:  Lessee covenants and agrees that at all
times during the term of this lease it will carry, at its expense, public
liability insurance indemnifying the Lessee and the Lessor against the
liability imposed by the law for injuries to person or property arising out of
the ownership, maintenance or control of the demised premises in minimum
amounts of $500,000 for one person and $1,000,000 for one accident for bodily
injuries and property damage insurance in the amount of $500,000.00, and upon
request will furnish the Lessor with proof of the existence of such insurance
in companies satisfactory to the Lessor.
     Lessee covenants and agrees that it will not do nor permit to be done any
act or thing on the demised premises, or elsewhere which will invalidate any
insurance on the demised premises or any insurance which by the terms of this
lease is, or may be required, to be maintained in force by the lease, nor will
the Lessee permit the interior of the demised premises to be put, maintained or
remain in such condition or to be used or occupied that the demised premises
will not be insurable.

     Casualty Clause and Insurance:  The Lessee shall save the Lessor harmless
from any liability for damages to any person, firm or corporation occasioned by
or resulting from accidents on the leased premises during the term of this 
lease caused by the negligence or fault of the Lessee or its agents and 
employees.  This obligation of the Lessee shall extend to both injuries to 
person and to property.  Lessee, at its expense, will provide liability
insurance with minimum limits of $500,000/$1,000,000/$500,000, and furnish a
certificate of insurance to Lessor upon request.
     The Lessee covenants and agrees that it will not do nor permit to be done
any act or thing on the leased premises which will invalidate any insurance on
the leased premises or any insurance which by the terms of this lease is or may
be required to be maintained and in force by the lease, nor will the Lessee
permit the interior of the demised premises to be used or occupied so that the
demised premises will not be insurable.
     The Lessor shall provide and pay for fire and extended coverage insurance
on the premises.

     Insurance:  Lessee shall, at its own expense and cost, from and after the
date of the execution of this lease, maintain public liability insurance on the
demised premises in the minimum amount of $300,000 per person and $500,000 per
occurrence.  Lessee shall not be liable for any loss or damage by fire, unless
due to the negligence of Lessee.

     Public Liability:  Lessor and Lessee each covenants and agrees that it 
will defend, save, indemnify and hold harmless the other from any and all
claims, damages, or actions for any and all injuries to persons and property
arising out of any breach of Lessor's or Lessee's covenants as the case may be
under this lease or arising out of any negligence of Lessor or Lessee, as the
case may be, which causes such injuries on the demised premises.

     Mutual Hold Harmless:  The Lessor agrees to defend, indemnify and hold
harmless the Lessee against all lawsuits and claims for liability arising out
of this agreement which results from the sole negligence of the Lessor, its
officers, agents, employees, servants or representatives.
     The Lessee agrees to defend, indemnify and hold harmless the Lessor 
against all lawsuits and claims for liability arising out of this agreement
which result from the sole negligence of the Lessee, its officers, agents,
employees, servants or representatives.

     Exemption of Lessor from Liability:  Lessee hereby agrees that Lessor
shall not be liable for injury to Lessee's business or any loss of income 
therefrom or for damage to the goods, wares, merchandise or other property of
Lessee.  Lessee's employees, invitees, customers, or any other person in or 
about the Premises; nor, unless through its negligence, shall Lessor be liable
for injury to the person of Lessee, Lessee's employees, agents or contractors
and invitees, whether such damage or injury is caused by or results from fire,
steam, electricity, gas, water or rain, or from the breakage, leakage, 
obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing,
air conditioning or lighting fixtures, or from any other cause, whether the
said damage or injury results from conditions arising upon the Premises or upon
other portions of the building of which the Premises are a part, or from other
sources or places, and regardless of whether the cause of such damage or injury
or the means of repairing the same is inaccessible to Lessor or Lessee.  Lessor
shall not be liable for any damages arising from any act or neglect of any 
other tenant, if any, of the building in which the Premises are located.

     Hold Harmless:  Lessee shall indemnify, defend and hold Lessor harmless
from any and all claims arising from Lessee's use of the Premises or from the
conduct of its business or from any activity, work or things which may be
permitted or suffered by Lessee in or about the Premises and shall further
indemnify, defend and hold Lessor harmless from and against any and all claims
arising from any negligence of Lessee or any of its agents, contractors,
employees or invitees and from any and all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claim or any action or 
proceeding brought thereon.  Lessee hereby assumes all risk of damage to 
property or injury to persons in or about the Premises from any cause, and 
Lessee hereby waives all claims in respect thereof against Lessor, excepting
where said damage arises out of negligence of Lessor.

     Liability and Indemnity:  (a) Lessee agrees to indemnify and save harmless
from all claims arising or alleged to arise from any negligent act or omission
of Lessee or Lessee's agents, employees, contractors, customers or invitees,
during the term of this Lease in or about the Leased Premises or Building.
     (b) Lessor agrees to indemnify and save Lessee harmless from all claims
arising or alleged to arise from any negligent or willful act or omission of
Lessor, Lessor's agents, employees, contractors, customers, invitees or other
tenants, during the term of this Lease in or about the Leased Premises or
Building.
     Waiver of Subrogation:  Lessor shall cause each insurance policy carried 
by Lessor insuring the Premises, and Lessee shall cause each insurance policy
carried by Lessee insuring the Premises, its fixtures and contents to be 
written in a manner so as to provide that the insurance companies waive all
right of recovery by way of subrogation against Lessor or Lessee in connection
with any loss or damage covered by any such policies.  Neither party shall be
liable to the other for any loss or damage enumerated in such policies.  If the
releases of either Lessor or Lessee as set forth in this paragraph shall
contravene any law with respect to exculpatory agreements, the liability of the
party in question shall be deemed not released but shall be deemed secondary to
the latter's insurer.

     Indemnification:  Lessor agrees to indemnify and save harmless from any
claims for personal injury or property damage which may be made against the 
Lessee which arises out of the negligence or tortious conduct of the Lessor,
its servants, employees, agents or visitors and Lessee agrees to indemnify and
save harmless from any claims for personal injury or property damage which may
be made against the Lessor which arises out of the negligence of tortious
conduct of the Lessee, its servants, employees, agents or visitors.

     Liability and Indemnity:  a. Lessor shall not be liable to Lessee or to
Lessee's agents, servants, employees, customers or invitees for any damage to
person or property caused by any act, omission or neglect of Lessee, and Lessee
agrees to hold Lessor harmless from all claims for any such damage.  Lessee
shall not be liable to Lessor, or to Lessor's agents, servants, employees,
customers or invitees for any damage to person or property caused by any act,
omission or neglect of Lessor and Lessor agrees to hold Lessee harmless from  
all claims for such damage.
     b. Lessor shall maintain a policy or policies of comprehensive general
liability insurance with the premiums thereon fully paid in advance, issued by
and binding upon some solvent insurance company, such insurance to afford
minimum protection of not less than one hundred thousand dollars ($100,000.00)
in respect to personal injury or death of any one person, and of not less than
three hundred thousand dollars ($300,000.00) in respect to any one occurrence,
and of not less than one hundred thousand dollars ($100,000.00) for property
damage in respect to any one occurrence.

     Waiver of Subrogation:  Lessee and Lessor each waives any and all rights 
of recovery against the other, or against the officers, employees, agents and
representatives of the other, for loss of or damage to such waiving party or 
its property of others under its control, where such loss or damage is insured
against under any insurance policy in force at the time of such loss or damage.
Lessee and Lessor shall give notice to their respective insurance carriers that
the foregoing mutual waiver of subrogation is contained in this Lease.

     Waiver of Subrogation:  Lessor shall cause each insurance policy carried
by Lessor insuring the Premises against loss by fire and causes covered by
standard extended coverage, and Lessee shall cause each insurance policy 
carried by Lessee and insuring the Premises and its fixtures and contents 
against loss by fire and causes covered by standard exten ed coverage, to be
written in a manner so as to provide that the insurance company waives all
right of recovery by way of subrogation against Lessor or Lessee in connection
with any loss or damage covered by any such policies.  Neither party shall be
liable to the other for any loss or damage caused by fire or any of the risks
enumerated in standard extended coverage insurance.  If the release of either
Lessor or Lessee, as set forth in the second sentence of this paragraph, shall
contravene any law with respect to exculpatory agreements, the liability of the
party in question shall be deemed not released but shall be deemed secondary to
the latter's insurer.

     Non-Liability:  Lessor shall not be responsible or liable to Lessee for 
any loss or damage to person or property that Lessee may incur by or through
any act or failure to act of other tenants occupying any part of the building
adjacent to the premises or for any loss or damage to property that Lessee may
incur arising from bursting or leaking of water, gas, sewer or steam pipes, or
for any damage or loss of property within the premises from any other reason
whatsoever, except if caused by the negligence of the Lessor, his agents or
employees.

     Liability; Indemnity:  (a) Except as otherwise provided in Section (    )
(Insurance), herein, Lessee shall be liable for any injury to or death of 
persons and for any loss of or damage to the property caused by the negligent
acts or omissions of its agents, employees, or invitees, or caused by Lessee's
failure to perform the maintenance, repairs, and replacements required to be
performed by it under the provisions of Section (    ) (Maintenance and Repair)
of this lease.  Lessee shall indemnify and save Lessor harmless against any and
all liabilities, claims, demands, action, costs and expenses which may be
sustained by Lessor by reason of any of the causes for which Lessee is liable
pursuant to this subsection (a).
     (b) Except as otherwise provided in Section (     ) (Insurance), herein,
Lessor shall be liable for any injury to or death of persons and for any loss 
of or damage to property caused by the negligent acts or omissions of its
agents, employees, or invitees, or caused by Lessor's failure to perform the
maintenance, repairs, and replacements required to be performed by it under the
provisions of Section (     ) (Maintenance and Repair) of this lease.  Lessor
shall indemnify and save Lessee harmless against any and all liabilities,
claims, demands, actions, costs, and expenses which may be sustained by Lessee
by reason of any of the causes for which Lessor is liable pursuant to this
subsection (b).

     Indemnity.  Lessee will protect, indemnify and save harmless Lessor from
and against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses (including without limitation reasonable attorneys'
fees and expenses) imposed upon or incurred by or assigned against Lessor by
reason of:
     (a)  any accident, injury to or death of persons or loss of or damage to
          property occurring on or about the Leased Premises or any part 
          thereof or the adjoining properties, sidewalks, curbs, streets, or
          ways, or resulting from any act or omission of Lessee or anyone
          claiming by, through, or under Lessee;
     (b)  any failure on the part of Lessee to perform or comply with any of 
          the terms of this Lease; or
     (c)  performance of any labor or services or the furnishing of any 
          materials or other property in respect of the Leased Premises or any
          part thereof.
     In case any action, suit or proceeding is brought against Lessor by  
reason of any such occurrence, Lessee will, at Lessee's expense, resist and
defend such action, suit or proceeding, or cause the same to be resisted and
defended by counsel rated                                       .  This Section
______ shall not apply to any or all claims, liability, loss or expense or 
cause as a result of the omission, act or negligence of Lessor.  In any event,
as provided in Section ______, amount of Lessee's liability under this Section
______ shall not exceed the amount of the insurance required to be obtained
pursuant to Section ______.

     INDEMNITY FOR LITIGATION.  Lessee further agrees to pay all costs and
expenses, including attorney's fees, which may be incurred by or imposed on
Lessor either in enforcing this Lease or in any litigation to which Lessor,
without fault on its part, may be made a party, and if paid by Lessor, shall be
so much additional rent due on the next rent date after such payment together
with interest at ten per cent (10%) per annum from the date of payment.

     ARTICLE      --INDEMNITY.  Lessee shall be responsible for, and shall
otherwise indemnify, hold harmless and defend Lessor against, any reasonable
expense (including reasonable attorney's fees), loss or liability claimed,
demanded, paid, settled, suffered or incurred as a result of any breach by
Lessee, Lessee's agents, servants, employees, customers, visitors, or 
licensees, of any covenant or condition of this Agreement and Lease, or as the
result of Lessee's wrongful or negligent use or occupancy of the Property, or
the wrongful or negligent conduct of Lessee, Lessee's agent, servants, 
employees, customers, visitors or licensees on or about the Property.
     Lessor agrees to hold Lessee harmless from any and all claims which may
arise from, on, in or about the demised premises when such claims arise out of
or are caused in whole or in part by a defective, dangerous, or unsafe 
condition of the premises, equipment, fixtures, or appurtenances required by
law or the terms hereof to be maintained in good repair by Lessor.

     The Lessee shall indemnify the Lessor against any expense, loss or
liability paid, suffered or incurred as the result of any breach by the Lessee,
Lessee's agents, servants, employees, customers, visitors, or licensees, of any
covenant or condition of this lease, or as the result of Lessee's use or
occupancy of the Property and Premises, or the carelessness, negligence or
improper conduct of the Lessee, Lessee's agents, servants, employees, 
customers, visitors or licensees.  The Lessee's liability under this Agreement
and Lease extends to the acts and omissions of any assignee or sub-tenant, and
any agent, servant, customer, employee, visitor, or licensee of any such 
assignee or sub-tenant.
     This obligation of indemnity shall survive the expiration or other
termination of this Agreement and Lease.

     Lessee shall be responsible for, and shall otherwise indemnify, hold
harmless and defend Lessor against, any expense (including attorney's fees),
loss or liability claimed, demanded, paid, settled, suffered or incurred as a
result of any breach by Lessee, Lessee's agents, servants, employees, 
customers, visitors or licensees, of any covenant or condition of this Lease,
or as the result of Lessee's use or occupancy of the Property, or the conduct
of Lessee, Lessee's agents, servants, employees, customers, visitors or
licensees on or about the property.

INSURANCE:  INDEMNITY.

     Liability Insurance:  The Lessee shall obtain and keep in force during the
term of this Lease a policy of comprehensive public liability insurance 
insuring Lessor and Lessee against any liability arising out of the ownership,
use, occupancy or maintenance of the Premises and all areas appurtenant 
thereto.  Such insurance shall be in an amount of $300,000 for injury to or 
death of one person in any one accident or occurrence and in an amount of
$500,000 for injury to or death of more than one person in any one accident or
occurrence.  Such insurance shall further insure Lessor and Lessee against
liability for property damage of at least $50,000.  The limits of said 
insurance shall not, however, limit the liability of Lessee hereunder.  In the
event that the Premises constitute a part of a larger property said insurance
shall have an Additional Insured-Lessor endorsement attached thereto.  If the
Lessee shall fail to procure and maintain said insurance the Lessor may, but
shall not be required to, procure and maintain the same, but at the expense of
Lessee.
     Property Insurance:  The Lessee shall obtain and keep in force during the
term of this Lease a policy or policies of insurance covering loss or damage to
the Premises, in the amount of the full replacement value thereof, providing
protection against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, special extended perils (all
risk) and sprinkler leakage.  Said insurance shall provide for payment for loss
thereunder to Lessor, Lessee or to the holder of a first mortgage or deed of
trust on the Premises, as their respective interests may appear.  If the Lessee
shall fail to procure and maintain said insurance the Lessor may, but shall not
be required to, procure and maintain the same, but at the expense of Lessee.
     Insurance Policies:  Insurance required hereunder shall be in companies
rated A+ AAA or better in "Best's Insurance Guide".  The Lessee shall deliver
prior to possession to the Lessor copies of policies of such insurance or 
certificates evidencing the existence and amounts of such insurance with loss
payable clauses as provided herein.  No such policy shall be cancellable or
subject to reduction of coverage or other modification except after ten (10)
days' prior written notice to Lessor.  Lessee shall, within ten (10) days prior
to the expiration of such policies, furnish Lessor with renewals or "binders"
thereof, or Lessor may order such insurance and charge the cost thereof to
Lessee, which amount shall be payable by Lessee upon demand.  Lessee shall not
do or permit to be done anything which shall invalidate the insurance policies
referred to in Article (    ).  Lessee shall forthwith, upon Lessor's demand,
reimburse Lessor for any additional premiums attributable to any act or
omission or operation of Lessee causing such increase in the cost of insurance.

     Insurance Cancellation:  Notwithstanding the provisions of Article (     )
hereinabove, no use shall be made or permitted to be made of the Premises nor
acts done which will cause the cancellation of any insurance policy covering
said Premises or any building of which the Premises may be a part, and if
Tenant's use of the Premises causes an increase in said insurance rates Tenant
shall pay any such increase.

INSURANCE
A)   The Lessee shall maintain at its expense during the term of this Lease
Agreement, or any extension hereof, with respect to the Leased Premises and the
use thereof, the following policy or policies or insurance in a company or
companies acceptable to Lessor:
       (i)  Public Liability insurance for injuries to or death of persons with
            limits of $1,000,000 Dollars for any one person and $1,000,000
            Dollars for any one accident or occurrence;
      (ii)  Property damage liability insurance in an amount of $1,000,000
            Dollars; and
     (iii)  Fire, extended coverage, vandalism, malicious mischief and
            earthquake insurance in an amount of not less than $250,000 Dollars
            which is agreed to be the present fair market value of the Lessor's
            improvements located on the Leased Premises.
     All such insurance shall name Lessor as named insured; Lessor shall be
named as the loss payee of the insurance described in subsection (iii) above,
and Lessee shall furnish Lessor a certificate or certificates evidencing the
foregoing with a provision for non-cancellation until thirty (30) days after
service of a written notice of cancellation upon Lessor.
B)   Lessor at its own expense, shall provide fire, lightning, extended and
vandalism and malicious mischief insurance for the Leased Premises and shall
furnish certificates of insurance evidencing such coverage.  Lessor agrees to
waive subrogation and any assignment of rights under its influence against
Lessee and hold Lessee harmless for injuries suffered by Lessee, its employees,
agents, or invitees not otherwise covered by Lessor's insurance.

     Each party shall maintain during the original term and every extended term
of this Lease comprehensive general public liability insurance covering the
leased premises in the amount of $500,000.00 for injury to or death of one
person, $500,000.00 for injury to or death of more than one person in any one
occurrence, and property damage insurance in the amount of $500,000.00.  Each
party shall furnish to the other within a reasonable time after receipt of a
request therefor a certificate of such insurance which shall provide that such
insurance may not be cancelled without 10 days prior notice to each insured.

     Insurance:  Lessor shall, throughout the term of this lease, insure the
Building and the Premises against loss by fire by policies which shall include
standard extended coverage.  In case of damage by any cause within the scope of
such policies or within the scope of any additional insurance which Lessor may
carry, whether such damage be caused by negligence of Lessee or by any other 
party for whom the Lessee may be responsible, the Lessor will not look to the
Lessee or Lessee's servants, employees, agents or visitors for reimbursement to
its insurer or to any third party against whom the Lessor may have a claim
therefor.  This paragraph shall be effective only during such time as the
Lessor's insurance policies shall permit an executory waiver of subrogation
without additional premium therefor and thereafter only if the Lessee shall pay
such part of any additional premium as may be fairly attributable to the
Lessee.
     The Lessee shall, at the Lessee's sole cost and expense, maintain general
public liability insurance against claims for personal injury, death or
property damage occurring upon, in or about the Premises, such insurance to
afford protection to the limit of not less than Five Hundred Thousand Dollars
($500,000) in respect to injury or death to a single person, to the limit of
One Million Dollars ($1,000,000) in respect to any one accident and to the 
limit of not less than Fifty Thousand Dollars ($50,000) in respect to property
damage.  All such policies shall provide that no cancellation thereof shall be
effective until at least thirty (30) days after receipt by Lessor of written
notice thereof.

     INSURANCE:  The Lessee shall maintain insurance with respect to the
Premises against loss or damage by fire and all other casualties covered by 
extended coverage endorsement to the insurable value of the buildings and
improvement thereon, exclusive of foundations and excavations.  Such insurance
shall be procured from a responsible insurance company or companies and, may,
in whole or in part, be carried as part of a blanket policy or policies 
covering also other property owner or occupied by the Lessee or by Lessee's
parents of affiliated corporations and contain a standard form co-insurance
clause.  In the event of loss under any such policies, the insurance proceeds
shall be held in trust for the reconstruction and repair of the Premises in
accordance with Paragraph (     ) herein.  The Lessee shall also, at the
Lessee's sole cost and expense, maintain general public liability insurance
against claims for personal injury, death or property damage occurring upon,
in or about the Premises, such insurance to affor  protection to the limit of
not less than Five Hundred Thousand Dollars ($500,000) in respect to injury or
death to a single person, to the limit of One Million Dollars ($1,000,000) in
respect to any one accident and to the limit of not less than Fifty Thousand
Dollars ($50,000) in respect to property damage.
     All such policies shall provide that no cancellation thereof shall be
effective until at least thirty (30) days after receipt by Lessor of written
notice thereof.

     (a) Lessor shall, at its sole cost and expense, procure and maintain 
during the original term and every extended term of the Lease all risk
insurance, including fire and extended coverage insurance, covering the leased
premises in an amount sufficient to pay and providing for payment of the full
replacement cost of the leased premises.  If the leased premises shall be
damaged or destroyed by any cause whatsoever and whether such damage or
destruction results directly or indirectly from any act or neglect of Lessee,
its employees, invitees or agents, Lessor shall promptly repair and restore the
leased premises to the same condition that existed or ought to have existed
immediately prior to such damage or destruction; provided that if the leased
premises shall be so damaged that the same cannot be repaired and restored as
aforesaid within a period of sixty days, Lessee may then or at any time
thereafter and before completion of the repair and restoration terminate this
Lease by giving written notice to Lessor.  During any period when the leased
premises or any part thereof shall be untenantable by reason of any such
damage or destruction, the monthly rent payable by Lessee hereunder shall be
equitably abated.
     (b) Each party hereby waives any claim which may arise in its favor
against the other during the term of this Lease or extension thereof for any
loss or damage to any of its property located upon or consisting as a part of
the leased premises which loss or damage is covered by valid and collectible
fire and extended coverage under said insurance policies.  Inasmuch as the
aforesaid waivers will preclude the assignment of any such claim by way of
subrogation or otherwise to an insurance company or any other person, each
party hereto agrees to immediately give to each insurance company which has
issued the policies of the fire and extended coverage insurance, written notice
of the terms of said mutual waivers and shall have said insurance policies
properly endorsed as necessary to prevent the invalidation of the said
insurance coverages by reason of the aforesaid waivers.

INSURANCE:
     (a) Lessor shall procure and maintain all insurance which it deems
necessary for its protection against loss of or damage to the leased premises 
or any other property of Lessor situated thereon.
     (b) Lessee shall procure and maintain all insurance which it deems
necessary for its protection against loss of or damage to any of its property
situated on the leased premises.
     (c) Nothing contained in this lease shall be construed to require either
party to repair, replace, reconstruct, or pay for any property of the other
party which may be damaged or destroyed by fire, flood, windstorm, earthquake,
strikes, riots, civil commotions, acts of public enemy, acts of God, or other
casualty, and each party hereby waives on behalf of itself and its insurer all
rights of subrogation and all claims against the other for all loss or damage
arising out of perils normally insured against by standard fire and extended
coverage insurance.

     INSURANCE.  Lessee will, at all times, maintain insurance on Leased
Premises against loss or damage by fire, lightning, windstorm, hail, 
explosion, aircraft, smoke, vandalism, malicious mischief, vehicle damage, and
other risks from time to time included under "extended coverage" policies, and
such other risks as are or shall customarily be insured against with respect to
property that is similar to Leased Premises, in amounts sufficient to prevent
Lessor or Lessee from becoming a co-insured of any loss under the applicable
policies, but in any event in an amount not less than the full insurable value
of Leased Premises.  The term "full insurable value" as used herein, means the
actual replacement value.
     All insurance provided for in this Paragraph shall be written by companies
which are authorized to do an insurance business in the State of _____________,
and shall name as the insured parties thereunder, as their interests may 
appear, Lessor and Lessee.

     ARTICLE      --INSURANCE.  During the term of this Lease, Lessee shall, at
its expense, provide and keep in force Comprehensive General Liability 
Insurance including Contractural and Automobile Liability coverages in standard
form protecting Lessee against any and all liability for damage to property or
injury to persons occasioned by accident or disaster upon or in respect of the
premises, such insurance to be written by good and solvent insurance companies
reasonably satisfactory to Lessor in an amount of not less than One Million
($1,000,000.00) Dollars.  Lessee shall not violate any condition of any policy
of said insurance, and Lessee shall so perform and satisfy the requirements of
the companies writing such insurance that at all times companies of good 
standing shall be willing to write such insurance.

     During the term of this Agreement and Lease, Lessee shall, at its expense,
provide and keep in force Comprehensive General Liability Insurance including 
Contractural and Automobile Liability coverages in standard form protecting 
Lessee against any and all liability for damage to Property or injury to 
persons occasioned by accident or disaster upon or in respect of the Premises, 
such insurance to be written by insurance companies qualified to write such 
insurance in an amount of not less than One Million ($1,000,000.00) Dollars.
     During the term hereof, Lessee at its expense, shall keep the Property and
any additions thereto or improvements thereof insured for the full insurable
value thereof on a replacement basis against loss or damage occasioned by fire
or other casualty, including insurance on all boilers and pressure vessels, 
with policies in the usual form in _______________ for fire and extended cov-
erage.  Lessor shall be named loss payable with respect to the Property 
coverage.
     All insurance policies maintained by Lessor or Lessee with respect to the
demised premises shall contain a standard subrogation rights waiver as against
the other; Lessee's policies shall provide for a minimum of ______ days written
notice to Lessor of cancellation or material change; Lessee shall provide
evidence of such insurance to Lessor (by copy of policies of certificates of
insurance) and shall name Lessor as an additional insured in all insurance
policies.
     During the term of this Agreement and Lease, Lessee shall, at its expense,
provide and keep in force for the benefit of the aforesaid Lessor, as an
additional named insured, general liability insurance in standard form 
protecting the Lessor against any and all liability for damage to property or
injury to persons occasioned by accident or disaster upon or in respect of the
Property, such insurance to be written by good and solvent stock insurance
companies satisfactory to Lessor with primary coverage amounts of Three Hundred
Thousand ($300,000) Dollars in respect to injuries to persons in any one
accident or disaster, and in the amount of One Hundred Thousand ($100,000) 
Dollars in respect to injuries to any one person, and Fifty Thousand ($50,000)
Dollars in respect to property damage and catastrophe liability coverage with a
limit of $1,000,000 per occurrence.  Neither Lessor nor Lessee shall violate
any condition of any policy of said insurance, and both Lessor and Lessee shall
so perform and satisfy the requirements of the companies writing such insurance
that at times companies of good standing shall be willing to write such
insurance.
     During the term hereof, the Lessor, at the Lessee's cost and expense, 
shall keep the Property and any additions thereto or improvements thereof 
(except Lessee improvements permitted under Article _____) insured for the full
insurable value thereof against loss or damage occasioned by fire or other
casualty.
     All insurance policies shall contain a standard subrogation rights waiver
as against Lessor; shall provide for a minimum cancellation notice to the
Lessor of _____ days; and shall provide that Lessor shall receive receipts for
payments by Lessee of the premiums.

     To the extent consistent with Lessee's indemnification responsibilities  
set forth in Article _____ and the _____ paragraph of Article _____ hereof, all
of the insurance policies required herein of either party shall contain
standard subrogation rights waivers as against the other party; shall provide
for a minimum cancellation notice to the Lessor of _____ days; and shall 
provide that Lessor shall receive receipts for payments by Lessee of the
premiums.  In the event that Lessor does not receive, in timely fashion, such
receipts for premiums paid, Lessor shall provide written notice to Lessee and
thereafter, Lessee shall have _____ days to deliver to Lessor such receipts.
The parties shall provide each other with certificates of the insurance
coverages required hereunder.

     During the term of this Lease, Lessee shall, at its expense, provide and
keep in force Comprehensive General Liability Insurance including Contractural
and Automobile Liability coverages in standard form protecting Lessee against
any and all liability for damage to property or injury to persons occasioned by
accident or disaster upon or in respect of the premises, such insurance to be
written by solvent insurance companies in good standing and reasonably
satisfactory to Lessor in an amount of not less than One Million ($1,000,000)
Dollars.  The Insurance Policy or Policies shall be written to include the
Lessor as an additional insured and shall provide for thirty days prior written
notice to Lessor prior to termination or cancellation.  Lessee will provide
Lessor with certificates of insurance evidencing such coverage.  Lessee shall
not violate any condition of any policy of said insurance, and Lessee shall so
perform and satisfy the requirements of the companies writing such insurance 
that at all times companies of good standing shall be willing to write such
insurance.
     During the term hereof, Lessor at its expense, shall keep the Property and
any additions thereto or improvements therefore made by the Lessor insured for
the full insurable value thereof against loss or damage occasioned by fire or
other casualty, including insurance on all boilers and pressure vessels.

     During the term of this Agreement and Lease, Lessee shall, at its expense,
provide and keep in force Comprehensive General Liability Insurance including
Contractural and Automobie Liability coverages in standard form protecting
Lessee against any and all liability for damage to Property or injury to
persons occasioned by accident or disaster upon or in respect of the Premises,
such insurance to be written by insurance companies qualified to write such
insurance in an amount of not less than One Million ($1,000,000.00) Dollars.
     During the term hereof, Lessee at its expense, shall keep the Property and
any additions thereto or improvements thereof insured for the full insurable
value thereof on a replacement basis against loss or damage occasioned by fire
or other casualty, including insurance on all boilers and pressure vessels, 
with policies in the usual form for fire and extended coverage.  Lessor shall
be named loss payee with respect to the Property coverage.
     All insurance policies maintained by Lessor or Lessee with respect to the
demised premises shall contain a standard subrogation rights waiver as against
the other; Lessee's policies shall provide for a minimum of _____ days written
notice to Lessor of cancellation or material change; Lessee shall provide 
evidence of such insurance to Lessor (by copy of policies or certificate of 
insurance) and shall name Lessor as an additional insured in all insurance 
policies.

     LIABILITY AND BOILER INSURANCE.  Lessee further agrees that it will at all
times during the term hereof, carry and maintain, for the mutual benefit of
Lessor and Lessee, general public liability insurance against claims for
personal injury, sickness or disease, including death and property damage in, 
on or about the demised premises, or in, on or about the streets, sidewalks or
premises adjacent to the demised premises, such insurance to afford protection
to the limit of not less than $_________________ in respect to each person, and
to the limit of not less than $_________________ in respect to any one
occurrence causing bodily injury or death, and to the limit of not less than
$___________________ in respect to property damage, and will also carry, for 
the mutual benefit of Lessor and of Lessee, if any is required, steam boiler 
insurance on all steam boilers, pressure vessels and other such apparatus, 
including piping, in such amounts as Lessor may from time to time reasonably 
require.  Lessee shall furnish Lessor with a duplicate certificate or 
certificates of such insurance policy or policies.  All such insurance shall be
procured from a responsible insurance company or companies satisfactory to 
Lessor and to Lessor's mortgagee and authorized to do business in the state 
where the demised premises are located and may be obtained by Lessee by 
endorsement on its blanket insurance policies, provided the insurance company 
or companies are satisfactory to Lessor.  All such policies shall provide that 
the same may not be cancelled or altered except upon ten (10) days' prior 
written notice to Lessor.
     In case any action or proceeding shall be commenced against Lessor growing
out of any such loss, cost, damage or expense, Lessor may give written notice 
of the same to Lessee and thereafter Lessee shall assume and discharge all
obligation to defend the same and save and keep Lessor harmless from all
expenses, counsel fees, costs, liabilities, judgments and executions in any
manner growing out of, pertaining to or connected therewith.
     Lessee will, at all such times as there may be one or more passengers or
freight elevators in any building on the premises, during the term hereof, and
any extensions thereof, carry and maintain elevator liability insurance, for 
the mutual benefit of Lessor and Lessee, in an amount, in form and with 
companies satisfactory to Lessor.

     FIRE INSURANCE.  Lessee shall, at all times during the term of this Lease,
at its expense, keep in effect, insurance on all buildings and improvements
on the demised premises against loss by fire, the risks covered by what is
commonly known as "extended coverage", malicious mischief and vandalism, in an
amount equal to the full replacement value, but not less than that required by
Lessor's mortgagee from time to time, of such buildings and improvements.  The
policy or policies evidencing such insurance shall be written by a company or
companies satisfactory to Lessor and to Lessor's mortgagee and authorized to do
business in the state where the demised premises are located, shall name Lessor
and Lessee as insured thereunder, and shall provide that losses shall be paid 
to said insureds as their respective interest may appear.  At the request of
Lessor, a mortgage clause may be included in said policies covering Lessor's
mortgagee.  Said policies shall contain a waiver by the insurance company of
recourse against Lessee and its agents because of any act or negligence of
Lessee and shall further provide that the same shall not be cancelled or
altered except upon ten (10) days' prior written notice to Lessor and to
mortgagee.  The original of such policies shall be deposited with Lessor who 
may deposit the same with its mortgagee.
     In case Lessee shall at any time fail, neglect or refuse to insure such
buildings and improvements and to keep the same insured as hereinabove
provided, then Lessor may, at its election, procure or renew such insurance,
and any amounts paid therefor by Lessor shall be so much additional rental due
at the next rent day after any such payment, with interest at the rate of ten
per cent (10%) per annum from the date of payment thereof.
     Not less frequently than once in each five (5) years after the
commencement of the term hereof, Lessee shall furnish, at its expense, to
Lessor, insurance appraisals such as are regularly and ordinarily made by
insurance companies, if procurable for such purpose, in order to determine the
then replacement value of the building or buildings and improvements on the
demised premises.
     It is further agreed that, in the event of loss under any such policy or
policies, the insurance proceeds shall be paid out upon architects' 
certificates for the expense of repairing or rebuilding the buildings or
improvements which have been damagedor destroyed, provided, however, that it
shall first appear to the satisfaction of Lessor that the amount of insurance
money in its hands shall at all times be sufficient to pay for the completion
of said repairs and rebuiding; and upon the completion of said repairs or
rebuilding, free from all liens of mechanics and materialmen and others, any
surplus of insurance money shall be paid to Lessee.
     Lessee further agrees that, at Lessor's written request, and provided
such insurance is obtainable from an agency of the United States Government, if
and when obtainable, it will procure and maintain so-called war risk and war
damage insurance on the improvements located upon the demised premises for not
less than ninety (90%) per cent of their full insurance value above foundation.
Such insurance shall provide for payment of loss thereunder to Lessor and 
Lessee, as their interests may appear, and shall at Lessor's request, contain 
a mortgage clause in favor of Lessor's mortgagee, and the policies or 
certificates evidencing such insurance shall be delivered to Lessor within 
sixty (60) days after demand, and renewals thereof shall be delivered to Lessor
at lest ten (10) days prior to the expiration dates of the respective policies.
The provisions of Section      of this Lease shall apply with respect to any
loss payable under any such policy or policies of insurance.

     Lessee's Insurance Responsibilities.  As additional rent for the Leased
Premises, Lessee shall procure and maintain policies of insurance, or provide
self-insurance (provided acceptable to Lessor's mortgagee), at its own cost and
expense insuring:
     (a)  from all claims, demands or actions for injury to or death of any
          person in an amount not less than One Million Dollars 
          ($1,000,000.00); for injury to or death of more than one person in
          any occurrence in an amount not less than Two Million Dollars
          ($2,000,000.00); and for damage to property in an amount of not less
          than Two Million Dollars ($2,000,000.00) made by, on behalf of, any
          person or persons, firm or corporation arising from, related to or
          connected with the Leased Premises.  Said insurance shall provide    
          full and exclusive coverage of the indemnity set forth in Section 
          _____ hereof;
     (b)  all workmen's compensation claims; and
     (c)  the three (3) overhead electric traveling cranes owned by Lessor and
          presently on the Leased Premises at One Hundred Percent (100%) of
          full replacement cost.

     Lessor's Insurance Responsibilities.  Lessor shall procure and maintain
policies of insurance, at its own cost and expense, insuring:
     (a)  The Leased Building and approved improvements to the same against 
          loss or damage by fire, lightning, windstorm, hailstorm, aircraft,
          vehicles, smoke, explosion, riot or civil commotion as provided by 
          the Standard Form and Extended Coverage Policy and all other risks of
          direct physical loss as insured against under Special Extended
          Coverage Endorsement.  The insurance coverage shall be for not less
          than One Hundred Precent (100%) of the full replacement cost of that
          portion of such improvements subject to damage or destruction.
          Increases in Lessor's insurance premiums, if any, over the amount of
          ____________________________________ per annum for insurance provided
          for in this Section _____ insurance shall be paid by Lessee in the
          manner specified in Section _____ for the payment of Impositions;
     (b)  the same limits of coverage as provided in Section _____ for injury
          or damage to persons and property by boiler explosion or breakdown of
          boilers;
     (c)  loss or rent during a period (for not less than six (6) months) while
          the Leased Premises are untenantable due to fire or other casualty 
          and the purchase of such rent interruption insurance shall relieve
          Lessee from the primary obligation to pay rent during any period of
          untenantability; and
     (d)  flood damage, if required by mortgagee.

     Form of Insurance.  The aforesaid insurance shall be in companies and in
form, substance and amount (where not stated above) reasonably satisfactory to
Lessee, Lessor and any mortgagee of Lessor, and shall contain standard mortgage
clauses satisfactory to Lessor's mortgagee.  The aforesaid insurance shall not
be subject to cancellation except after at least thirty (30) days prior written
notice to Lessee and Lessor and any mortgagee of Lessor.  Satisfactory 
certificates of same will be furnished to the others covered by said insurance.
New certificates indicating renewal shall be furnished at least thirty (30)
days prior to the end of the term of each such coverage.
     General.  All policies of insurance referred to in this Article _____, 
except workmen's compensation insurance, shall name Lessor, Lessor's mortgagee,
Lessee, Lessee's guarantor, and __________________________________, a municipal
corporation, as their respective interests may appear, as additional insureds.
     Mutual Waiver of Subrogation Rights.  Whenever (a) any loss, cost, damage
or expense resulting from fire, explosion, or any other casualty or occurrence
is incurred by either of the parties to this Lease, or any one claiming by,
through or under it in connection with the Leased Premises; and, (b) such party
is then covered, in whole or in part, by insurance with respect to such loss,
cost damage or expense, or required under this Lease to be so insured, then the
parties so insured (or so required) hereby releases the other party from any
liability said other party may have on account of such loss, cost, damage or
expense to the extent of any amount recovered by reason of such insurance and
waives any right of subrogation which might otherwise exist in or accrue to any
person on account thereof, provided that such release of liability and waiver 
of the right of subrogation shall not be operative in any case where the effect
thereof is to invalidate such insurance coverage or increase the cost thereof
(provided that in the case of increased cost, the other party shall have the
right within thirty (30) days following written notice, to pay such increased
cost, thereupon keeping such release and waiver in full force and effect).  If
the party released from liability hereunder is the Lessor, and if the Lessor is
an ________________________ the term "Lessor", for the purpose of this Section
_____ only, shall include the trustee, its agents, its beneficiary or 
beneficiaries and their agents.


(NOTE:  See also related clauses under "Damage".  See also "Rent" 
for clauses relating to increases in insurance premiums.)

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