Damage or Destruction:
     Damage:  If, during the Term, the premises or the building and other
improvements in which the premises are located are totally or partially
destroyed from any cause, rendering the premises totally or partially 
inaccessible or unusable, Lessor shall restore the premises or the building
and other improvements in which the premises are located to substantially the
same condition as they were in immediately before destruction, if the 
restoration can be made under the existing laws and can be completed within
ninety (90) days after the date of the destruction.  Such destruction shall not
terminate this Lease.
     If the restoration cannot be made in the time stated in this paragraph,
then within fifteen (15) days after the parties determine that the restoration
cannot be made in the time stated in this paragraph, Lessee can terminate this
Lease immediately by giving notice to Lessor.  If Lessee fails to terminate
this Lease and if restoration is permitted under the existing laws, Lessor, at
its election, can either terminate this Lease or restore the premises or the
building and other improvements in which the premises are located within a
reasonable time and this Lease shall continue in full force and effect.  If the
existing laws do not permit the restoration, either party can terminate this
Lease immediately by giving notice to the other party.
     Abatement of Rent:  In case of damage or destruction there shall be an
abatement or reduction of rent between the date of destruction and the date of
completion of restoration, based on the extent to which the destruction 
interferes with Lessee's use of the premises.
     Disposition of Insurance Proceeds:  Any insurance proceeds awarded or paid
by reason of damage to or destruction of Lessee's signs, trade fixtures, 
equipment or any property owned by Lessee hereunder shall be paid to Lessee.
If this Lease is terminated by reason of damage to or destruction of the
premises, then the parties shall share in any insurance proceeds awarded or
paid by reason thereof in the same proportion that the respective portions of
construction costs paid by each bear to the other.  If all construction costs
were paid by Lessor, then all such proceeds shall be paid to Lessor.  In any
event, if this Lease is not terminated by reason of any such damage or
destruction, then all insurance proceeds payable by reason of loss to the
premises shall be paid to Lessor for use in reconstruction of the premises.  In
the event Lessee elects to purchase the premises pursuant to paragraphs (     )
all insurance proceeds payable by reason of loss to the premises shall be paid
to Lessee.

     Destruction of Premises:
     (a)  If the leased premises are totally destroyed by fire or other
casualties, both the Lessor and Lessee shall have the option of terminating
this Lease or any renewal thereof, upon giving written notice at any time
within thirty days from the date of such destruction, and if the Lease be so
terminated, all rent shall cease as of the date of such destruction and any
prepaid rent shall be refunded.
     (b)  If such leased premises are partially damaged by fire or other
casualty, or totally destroyed thereby and neither party elects to terminate
this Lease within the provisions of paragraph (a) above or (c) below, then the
Lessor agrees, at Lessor's sole cost and expense, to restore the leased 
premises to a kind and quality substantially similar to that immediately prior
to such destruction or damage.  Said restoration shall be commenced within a
reasonable time and completed without delay on the part of the Lessor and in
any event shall be accomplished within one hundred fifty days from the date of
the fire or other casualty.  In such case, all rents paid in advance shall be
proportioned as of the date of damage or destruction and all rent thereafter
accruing shall be equitably and proportionally suspended and adjusted according
to the nature and extent of the destruction or damage, pending completion of
rebuilding, restoration or repair, except that in the event the destruction or
damage is so extensive as to make it unfeasible for the Lessee to conduct
Lessee's business on the leased premises, the rent shall be completely abated
until the leased premises are restored by the Lessor or until the Lessee
resumes use and occupancy of the leased premises, whichever shall first occur.
The Lessor shall not be liable for any inconvenience or interruption of 
business of the Lessee occasioned by fire or other casualty.
     (c)  If the Lessor undertakes to restore, rebuild or repair the premises,
and such restoration, rebuilding or repair is not accomplished within one
hundred fifty days, and such failure does not result from causes beyond the
control of Lessor, the Lessee shall have the right to terminate this Lease by
written notice to the Lessor within thirty days after expiration of said one
hundred fifty day period.
     (d)  Lessor shall not be liable to carry fire, casualty or extended damage
insurance on the person or property of the Lessee or any person or property 
which may now or hereafter be placed in the leased premises.

     Destruction:  If the leased premises are totally destroyed by fire or
other casualty, this lease may be terminated by either Lessee or Lessor.  If
such casualty shall render ten (10) per cent or less of the floor space of the
leased premises unusable for the purpose intended, Lessor shall effect
restoration of the premises as quickly as is reasonably possible, but in any
event within thirty (30) days.
     In the event such casualty shall render more than ten (10) per cent of 
such floor space unusable but not constitute total destruction, Lessor shall
forthwith give notice to Lessee of the specific number of days required to
repair the same.  If Lessor under such circumstances shall not give such notice
within fifteen (15) calendar days after such destruction, or if such notice
shall specify that such repairs will require more than ninety (90) days to
complete from date of such destruction, Lessee, in either such event, at its
option, may terminate this lease or, upon notice to Lessor, may elect to
undertake the repairs itself, deducting the cost thereof from the rental due or
to become due under this lease and any other lease between Lessor and Lessee.
     In the event of any such casualty other than total, where the Lessee has
not terminated the lease as herein provided, or pursuant to the terms hereof 
has not elected to make the repairs itself, Lessor shall diligently prosecute
the repair of said premises and, in any event, if said repairs are not
completed within the period of thirty (30) days from such casualty aggregating
ten (10) per cent or less of the floor space, or within the period specified in
Lessor's notice in connection with partial casualty aggregating more than ten
(10) per cent, the Lessee shall have the option to terminate this lease or
complete the repairs itself, deducting the cost thereof from the rental due or 
to become due under this lease and any other lease between Lessor and Lessee.
     In the event of any such casualty, if this lease is not terminated, the
rental as herein provided shall be reduced by the same ratio as the usable
square feet the Lessee is precluded from using bears to the total usable square
feet in the leased premises.
     Rights and Duties on Destruction by Fire or Other Hazards:  If the
premises shall be damaged by fire or other casualty so that they cannot be
substantially restored to their former condition within three months from the
date of such damage, then either party may declare this lease terminated.  If,
however, the Lessor shall elect to restore such premises with the approval and
consent of the Lessee, rent from the period of this damage to the completion of
the restoration shall abate in full.  If the premises shall be so slightly
damaged that they can be restored to their former condition within ninety (90)
days, then the Lessor shall cause the damaged premises to be restored to their
former condition and rent shall abate in the proportion that the percentage of
damage bears to the total space rented under this lease from the period of the
damage to the completion of the restoration.

     Damage or Destruction of Demised Premises by Fire or Other Casualty:
     (a)  If, at any time after the execution hereof, the demised premises
shall be destroyed or damaged in whole or in part by fire, or the elements or
any other cause whatsoever, Lessee shall give immediate written notice thereof
to Lessor.  Lessor, at its expense, shall immediately proceed to restore or
rebuild the demised premises and improvements to their conditions existing 
immediately prior to such casualty and shall have the right to use, in
connection with such rebuilding or restoring, all proceeds of insurance paid by
reason of such casualty. Rental payable by Lessee hereunder shall be entirely
abated during any time during which the demised premises and improvements are
completely unusable and shall be equitably adjusted during any time during
which the demised premises and improvements are partly unusable as a result for
such casualty.  Lessee shall have the right to extend the term of this lease 
(or any extended term during which such casualty may occur) by a period equal
to the period during which the premises are completely unusable by Lessee by
reason for such casualty.  Lessee's election to extend the lease shall be made
by written notice to the Lessor within ninety (90) days of completion of
restoration.  The rebuilding or restoration shall be completed within a
reasonable time, taking into consideration the extent and nature of the damage
or destruction; provided, however, that in the event that for any reason the
demised premises and/or improvements have not been restored or rebuilt to the
conditions existing immediately prior to the casualty within ninety (90) days
after notice by Lessor of such casualty, then Lessee shall have the right at 
its option of terminating this lease upon written notice to Lessor.
     (b)  Notwithstanding the foregoing provisions, the demised premises are
destroyed or damaged to the extent of twenty-five (25) percent or more of the
then value of said demised premises or if the building is so destroyed or
damaged by fire or other casualty that Lessee is denied normal access to the
demised premises, then either party may terminate this lease as of the date of
such casualty by giving the other party written notice of such decision within
thirty (30) days thereafter.
     (c)  In the event of slight or small damage in the demised premises as a
result of fire or other cause, Lessee may, after oral notice to Lessor or its
agent, and for the purpose of avoiding loss of business and possible abatement
or rent, immediately repair and restore such damage and thereafter furnish
Lessor with a statement of the cost of such repairs and restoration.  Lessor
agrees that it will promptly, with Lessee's cooperation and assistance, file a
proof of claim covering such damage with its insurance carrier and in the event
of any recovery on account of such claim, pay the proceeds thereof to Lessee as
a reimbursement for its cost of such repairs and restoration.
     (d)  If the Lessor and Lessee cannot agree upon the portion of rent to be
abated as provided in subparagraph (a), then such amount shall be determined by
arbitration in accordance with Article (    ) hereof.

     Damage by Fire:  In the event the Premises or the Building are damaged by
fire or other casualty, Lessor shall forthwith repair the same provided such
repairs can be made within sixty (60) days and this lease shall remain in full
force and effect except that the Lessee shall be entitled to a proportionate
reduction of rent while such repairs are being made, such proportionate share
reduction to be based upon the extent to which there is interference with the
business carried on by the Lessee in the Premises as a result of such damage.
In the event such repairs cannot be made within sixty (60) days either the 
Lessee or the Lessor may terminate this lease and the rent shall abate at the
date of the damage.

     Damage:  In the event the Premises of the Building are damaged by fire or
from any other cause whatsoever, Lessor shall (except as herein otherwise
provided) forthwith repair and restore the same, and this lease shall remain in
full force and effect except that Lessee shall be entitled to a proportionate
reduction of rent while such repairs and restorations are being performed, such
reduction to be based upon the extent to which there is interference with 
normal business operations carried on by the Lessee in the Premises as a result
of such damage.  In the event such repairs and restoration cannot be
accomplished within sixty (60) days of the damage (in accordance with a
reasonable estimate), either the Lessee or the Lessor may terminate this lease
by giving notice thereof to the other party within thirty (30) days of the
damage; and in the event of such termination by either party, the rent shall
abate at the date of the damage; and any prepaid rent shall forthwith be repaid
by the Lessor to the Lessee; and the Lessee shall have no further obligation to
the Lessor hereunder or otherwise related to this lease.

     Destruction:  In case of damage to or destruction of any buildings or
improvements on the Premises, Lessor will (except as provided below) promptly,
at its sole cost, make such repairs, restoration or rebuilding to the extent
that is necessary to provide the Lessee with equal utility, design and
construction to that which existed prior to such damage or destruction; and
this lease shall remain in full force and effect except that Lessee shall be
entitled to a proportionate reduction of rent while such repairs, restorations
or rebuilding are being made, such reduction to be based upon the extent to
which there is interference with the business operation carried by the Lessee
in the Premises as a result of such damage.
     In the event such repairs, restoration or rebuilding cannot be
accomplished within sixty (60) days of the damage or destruction (in accordance
with a reasonable estimate), Lessee may, at its option, terminate this lease
upon written notice to the Lessor within thirty (30) days of the date of such
damage; or if during the last year of (1) the lease term or (2) any extended
term, the building or improvements on the Premises are damaged or destroyed to
the extent of not less than fifty (50) percent of the replacement cost thereof
and Lessee shall not exercise any right of extension, Lessor may elect to
terminate this lease by written notice to the Lessee within thirty (30) days of
such damage.  In the event of termination under this paragraph, the rental
payable by the Lessee shall abate as of the day of damage or destruction and
any prepaid rent shall forthwith be repaid by the Lessor to the Lessee and the
insurance proceeds for the reconstruction and repair of the building and
Lessor's improvements shall be released by the Lessee for the benefit of the
Lessor and the Lessee shall have no further obligation hereunder or otherwise
related to this lease.

     Fire or Other Casualty:  a) If at any time during the lease term, the
Leased Premises or any portion of the Building shall be damaged or destroyed by
fire or other casualty, the Lessor shall have the election to terminate this
Lease or to repair and reconstruct the Leased Premises and Building to the
condition in which they existed immediately prior to such damage or
destruction.
     b) In any of the aforesaid circumstances, rental shall abate 
proportionately during the period and to the extent that the Leased Premises 
are unfit for use by Lessee in the ordinary conduct of its business.  If Lessor
has elected to repair and restore the Leased Premises, this Lease shall 
continue in full force and effect and such repairs will be made within a
reasonable time thereafter, subject to delays arising from shortages of labor
or material, acts of God, war or other conditions beyond Lessor's reasonable
control.
     c) In the event that this Lease is terminated as herein permitted, Lessor
shall refund to Lessee the prepaid rent (unaccrued as of the date of damage or
destruction) less any sum then owing Lessor by Lessee.  If Lessor has elected
to repair and reconstruct the Leased Premises, then the Lease term shall be
extended by a period of time equal to the period of such repair and
reconstruction.
     d) Lessor shall give written notice to Lessee of its election pursuant to
this Article within ten (10) days of constructive or actual notice of said 
damage or destruction.  Notwithstanding anything in this Article to the 
contrary, repairs to be performed in subsection (c) shall be completed within
sixty (60) days after constructive or actual notice of said damage or
destruction.

     Damage or Destruction:  In the event the improvements on the Premises are
damaged or destroyed, partially or totally, from any cause whatsoever, whether
or not such damage or destruction is covered by any insurance required to be
maintained under Article (    ), the Lessee shall repair, restore, and rebuild
the Premises to their condition existing immediately prior to such damage or
destruction and this Lease shall continue in full force and effect.  Such
repair, restoration and rebuilding (all of which are herein called the 
"repair") shall be commenced within a reasonable time after such damage or
destruction and shall be diligently prosecuted to completion.  There shall be
no abatement of rent or of any other obligation of Lessee hereunder by reason
of such damage or destruction.  The proceeds of any insurance maintained under
Article (    ) shall be made available to Lessee for payment of the cost and
expense of the repair, provided, however, that such proceeds may be made
available to Lessee subject to reasonable conditions including, but not limited
to, architects' certification of costs and retention of a percentage of such
proceeds pending final notice of completion.  In the event that such proceeds
are not made available to Lessee within ninety (90) days after such damage or
destruction, Lessee shall have the option for thirty (30) days, commencing on
the expiration of such ninety (90) day period of cancelling this Lease.  If
Lessee shall exercise such option, Lessee shall have no further claim against
Lessor; provided, however, that Lessor shall return to Lessee so much of 
Lessee's security deposit as has not theretofore been applied by Lessor.
Lessee shall exercise such option by written notice to Lessor within said
thirty (30) day period.  In the event that the insurance proceeds are
insufficient to cover the cost of the repair, then any amount in excess thereof
required to complete the repair shall be paid by Lessee.
     Damage Near End of Term:  If the Premises are partially destroyed or
damaged after the first twenty-four (24) months of the term of this Lease, 
Lessor may, at Lessor's option, cancel and terminate this Lease as of the date
of occurrence of such damage by giving written notice to Lessee of Lessor's
election to do so within thirty (30) days after the date of occurrence of such
damage.
     Prorations:  Upon termination of this Lease pursuant to this Article (   )
a pro rata adjustment of rent based upon a thirty (30) day month shall be made.

     Fire or Other Casualty:
     a.  If at any time during the lease term, the Lease premises or any
portion of the Building shall be damaged or destroyed by fire or other
casualty, then the Lessor shall have the election to terminate this Lease or to
repair and reconstruct the Lease Premises and Building to the condition in 
which they existed immediately prior to such damage or destruction.
     b.  In any of the aforesaid circumstances, rental shall abate            
proportionately during the period and to the extent that the Lease Premises are
unfit for use by Lessee in the ordinary conduct of its business.  If Lessor has
elected to repair and restore the Lease Premises, this Lease shall continue in
full force and effect and such repairs will be made within a reasonable time
thereafter, subject to delays arising from shortages of labor or material, acts
of God, war or other conditions beyond Lessor's reasonable control.  In the
event that this Lease is terminated as herein permitted, Lessor shall refund to
Lessee the security deposit and any prepaid rent (accrued as of the date of
damage or destruction) less any sum then owing Lessor by Lessee.  If Lessor has
elected to repair and reconstruct the Lease Premises, then the Lease term shall
be extended by a period of time equal to the period of such repair and
reconstruction.  Lessor shall, within thirty (30) days from the event of fire 
or other casualty, give written notice to Lessee of its decision to repair the
Lease Premises or Building or terminate this Lease.
     c.  Notwithstanding anything herein to the contrary, in the event the
holder of any indebtedness secured by a mortgage or deed of trust covering the
premises requires that the insurance proceeds be applied to such indebtedness,
Lessor shall have the right to terminate this Lease by delivering written 
notice of termination to Lessee, whereupon all rights and obligations hereunder
shall cease and determine.
     d.  Any insurance which may be carried by Lessor or Lessee against loss or
damage to the Building and other improvements situated on the premises shall be
for the sole benefit of the party carrying such insurance and under its sole
control.
     e.  Each of Lessor and Lessee hereby releases the other from any and all
liability or responsbility to the other, or anyone claiming through or under
them, by way of subrogation or otherwise, for any loss or damage to property
caused by fire or any of the extended coverage casualties covered by the
insurance maintained hereunder, even if such fire or other casualty shall have
been caused by the fault or negligence of the other party, or anyone for whom
such party may be responsible; provided, however, that this release shall be
applicable and in full force and effect only with respect to loss or damage
occurring during such times as the releasor's policies shall contain a clause 
or endorsement to the effect that any release shall not adversely affect or 
impair said policies or prejudice the right of the releasor to recover
thereunder.  Each of Lessor and Lessee agrees that it will request its
insurance carriers to include in its policies such a clause or endorsement.  If
extra cost shall be charged therefor, each party shall advise the other of the
amount of the extra cost, and the other party at its election, may pay same, 
but shall not be obligated to do so.
     f.  Lessor covenants and agrees to maintain standard fire and extended
coverage insurance covering the Building and the Lease Premises in an amount
not less than eighty percent (80%) of the replacement cost thereof.
     g.  Lessor shall not be obligated to insure any furniture, equipment,
machinery, goods or supplies not covered by this Lease which Lessee may bring
or obtain upon the Lease Premises, or any improvements which Lessee may have
constructed which exceed in value Lessor's leasehold finish allowance.

     FIRE:  In the event the premises are damaged or destroyed in whole or in
part by fire or other casualty during the term of this Lease, Lessor shall, at
its own cost and expense, repair and restore the same to like condition with
all reasonable dispatch.  Rent, including all increases in real estate taxes
and operating expenses as herein provided, shall abate in its entirety so long
as the entire premises are unsuitable for occupancy.  If the premises are
partially rendered untenantable, rent shall be partially abated in an amount
commensurate with the portion of the premises that is untenantable.  In any
event, if the entire premises cannot be restored to a tenantable condition 
within a period of 120 days after the date of the occurrence of the casualty,
either Lessor or Lessee may terminate this Lease at any time thereafter upon
written notice to the other, and the rent paid, or any portion thereof, that is
applicable to the period of time after the date of such termination shall be
refunded to Lessee.  Lessor and Lessee hereby release each other from any
liability resulting from damage or destruction of the premises caused by fire
or any other casualty covered by extended coverage insurance.

     Lessor shall have the right to enter the demised premises at all 
reasonable times for the purpose of inspecting and examining the same, and to
make repairs.  If said premises, or the improvements thereon erected, are
destroyed by fire or by the elements, or are partially destroyed so as to 
render said premises wholly unfit for occupancy, or if said improvements shall 
be so badly damaged that the same cannot be repaired within one hundred twenty 
(120) days after such damage or destruction, then this lease may be terminated 
by either Lessor or Lessee by giving written notice of election so to terminate
within twenty (20) days from the date of such damage or destruction, and Lessee
shall at once quit and surrender said premises and all interest therein to
Lessor, and shall not be liable for any further payments of rent hereunder.  In
case this lease shall be terminated under the provisions of this paragraph, and
provided Lessee be not in default under the terms hereof, Lessor shall, upon 
the surrender of the premises to Lessor in accordance with the provisions
hereof, refund to Lessee such rental as may have been paid in the installment 
of rent which was due next preceding the date of such damage or destruction for
use of said premises for the period subsequent thereto.  In case said premises
are damaged by fire or by the elements and be repairable within the time
specified herein, or in case this lease be not terminated as aforesaid, the 
said premises shall be repaired by Lessor at its own expense, and Lessor may
reenter and repossess such portions of said premises as may be required to make
the necessary repairs, in which event a proper allowance on the rent of said
premises shall be made in view of the time consumed in making such repairs and
the usable area of the premises available to Lessee during such repairs.

     Damage to or Destruction of Premises:  (a) If, during the term of this
lease, the leased premises are damaged by fire, flood, windstorm, strikes,
riots, civil commotions, acts of public enemy, acts of God, or other casualty
so that the same are rendered wholly unfit for occupancy, and if said leased
premises cannot be repaired within sixty (60) days from the time of such
damage, then this lease, at the option of Lessee, may be terminated as of the
date of such damage.  In the event Lessee elects to terminate this lease, the
Lessee shall pay the rent apportioned to the time of damage and shall
immediately surrender the leased premises to Lessor who may enter upon and
repossess the same and Lessee shall be relieved from any further liability
hereunder.  If the Lessee does not elect to terminate the lease, Lessor agrees
to repair such damage promptly and this lease shall not be affected in any
manner except that the rent shall be suspended and shall not accrue from the 
date of such damage until such repairs have been completed.  If any damage by
any of the above casualties, rendering the leased premises untenantable, can be
repaired within sixty (60) days thereafter, Lessor agrees to repair such damage
promptly and this lease shall not be affected in any manner except that the
rent shall be suspended and shall not accrue from the date of such damage until
such repairs have been completed.
     (b) If said premises shall be so slightly damaged by any of the above 
casualties as not to be rendered wholly unfit for occupancy, Lessor shall 
repair the premises promptly and during the period from the date of such damage
until the repairs are completed the rent shall be apportioned so that Lessee
shall pay as rent an amount which bears the same ratio to the entire monthly
rent as the portion of the premises which Lessee is able to occupy without
disturbance during such period bears to the entire premises.
     (c) If the damage by any of the above casualties is so slight that Lessee 
is not disturbed in its possession and enjoyment of the premises, then Lessor
shall repair the same promptly and in that case the rent accrued or accruing
shall not abate.

     Casualty Loss.  If Leased Premises, or any part thereof, are destroyed,
injured or damaged by fire, the elements, structural defects or unavoidable
casualty, acts of God, or from any cause beyond the control of Lessee so as, in
the sole judgment of Lessee, to be unfit for occupancy or the operation of
Lessee's business, (except due to the sole fault, failure or negligence of 
Lessee) this Lease shall, at Lessee's option, cease and terminate and Lessee
shall not be liable to pay rent from and after the time Lessee shall have 
surrendered possession thereof to Lessor; provided, however, that if the injury
or damage to, or the condition of Leased Premises is such that Lessor notifies
Lessee in writing within ten (10) days after such injury that Leased Premises
can be restored and does restore the same within ninety (90) days of the
happening of such event, this Lease shall not be terminated but the rent shall
be suspended for that portion of Leased Premises considered by Lessee
untenantable or unsuitable for the operation of its business while such
condition exists and any rental paid in advance and unearned shall be refunded.
Any and all repairs or restorations shall be made by Lessor and Lessor shall
bear the expense thereof.  In the event of such a casualty, any insurance
proceeds shall be applied to the restoration of Leased Premises, if Lessor
notifies Lessee that Lessor intends to restore Leased Premises as hereinabove
provided.  If Lessor does not notify Lessee within the time hereinabove
specified, or if, after such notification, Lessor does not make the necessary
repairs within the time hereinabove specified, then this Lease shall terminate
at Lessee's option, as provided hereinabove.
     Lessor's Obligation to Rebuild.  In the event of damage to or destruction
of either the original improvements described in Exhibit B on the Leased
Premises and/or subsequent improvements, which shall, by mutual agreement of
Lessor and Lessee, become the property of Lessor when this Lease is either
terminated or expires, the Lessor shall have either of the following options:
     (a)  repair, restore, or rebuild same to the condition existing prior to
          such damage and/or destruction; or
     (b)  terminate this Lease, with no further obligation to Lessee or any
          person arising thereunder, except as hereafter stipulated.
               (i)  Between October 1, 1977 and on or before April 1, 1982,
          Lessor shall be obligated to proceed under option (a) unless Lessee
          exercises its Option to Cancel in accordance with the provisions of
          Section ______.
               (ii)  Between April 2, 1982 and on or before October 1, 1989, if
          Lessee has not exercised the Option to Cancel granted in Section 
          ______, the Lessor shall be obligated to proceed under option (a).
               (iii)  Between October 2, 1989 and on or before October 1, 1992,
          Lessor may, in its sole discretion, exercise either option, unless
          Lessee gives Lessor notice that the Option to Renew granted in 
          Section ______ is exercised, in which instance, Lessor will be
          obligated to proceed under option (a).  However, should the Lessee
          notify Lessor in writing within fifteen (15) working days after the
          event, that irrespective of damage and/or destruction of improvements
          as hereinbefore described that it will continue to occupy the Leased
          Premises and fulfill the covenants of this Lease, including but not
          limited to payment of full rental, then this Lease shall remain in
          full force and effect and the Lessor in such event shall be relieved
          of any obligation to repair, restore or rebuild same to the condition
          existing prior to such damage and/or destruction.
               (iv)  Between October 2( 1992 and on or before October 1, 2014,
          Lessor shall be obligated to proceed under option (a).
               (v)  Between October 2, 2014 and on or before October 1, 2017,
          Lessor may, in its sole discretion, exercise either option.  However,
          should the Lessee notify Lessor in writing within fifteen (15) 
          working days after the event, that irrespective of damage and/or
          destruction of improvements as hereinbefore described, that it will
          continue to occupy the Leased Premises and fulfill the covenants of
          this Lease, including but not limited to payment of full rental, then
          this Lease shall remain in full force and effect and the Lessor in
          such event shall be relieved of any obligation to repair, restore or
          rebuild same to the condition existing prior to such damage and/or
          destruction.
     
     If the Lessor proceeds to repair, restore or rebuild pursuant to the
provisions of option (a), Lessor agrees to promptly use its best efforts to
collect insurance proceeds and upon receipt of the insurance proceeds from the
insurance provided by Lessor, pursuant to Section ______ hereof, repair,
restore and rebuild the same to the condition existing prior to said damage
and/or destruction.  In no event shall Lessor be required to expend funds in
excess of insurance proceeds to comply with its obligations hereunder.  Lessee
shall have the right to work directly with the contractor so as to expedite 
reconstruction thereby minimizing the untenantable period.  This consent by 
Lessor shall in no way be construed to extend its obligations beyond insurance
recoveries.

     ARTICLE      --FIRE OR OTHER CASUALTY.  If prior to the commencement of 
the term of this Lease or during said term the property shall be partially
damaged by fire or other casualty, the same shall be repaired with all
reasonable dispatch by and at the expense of the Lessor.  If the damage shall
be so extensive as to render the Property either totally or partially 
untenantable then the rental shall cease or be proportionately abated until
such time as the Property shall be repaired, which shall be done with
reasonable dispatch by and at the expense of the Lessor.  In case the Property
shall be totally destroyed, or substantially so, either the Lessor or the
Lessee may terminate this Agreement and Lease by giving the other party written
notice of its election to do so within _________ days after such destruction.
In the event of such termination, the payment of rent shall cease as of the
date of such destruction.  Nothing in this Agreement and Lease contained shall
obligate the Lessor to replace or repair the personal property or fixtures of
the Lessee.

     During the said term of any renewal thereof, should the Property be
damaged by fire or other insured casualty, the same shall be repaired with all
reasonable dispatch by Lessor.  If the damage shall be so extensive as to 
render the Property wholly or partially untenantable, then the rentals herein
reserved shall cease or be proportionately abated until such time as the
Property shall be repaired in the manner aforesaid.  In case the Property shall
be totally destroyed, or partially destroyed or damaged such that the same
cannot reasonably be expected to be rebuilt and restored within ______ days
after such destruction or damage, Lessee may terminate this Agreement and Lease
by giving notice to Lessor within ______ days after said damage or destruction.
No such termination shall affect Lessor's rights to the proceeds of all
applicable insurance coverages, whether such insurance be procured and paid for
by Lessor or Lessee.  In the event of such termination, the payment of rent
shall cease as of the date of such destruction.  Nothing in this Agreement and
Lease contained shall obligate Lessor to replace or repair the personal
property or fixtures of Lessee, or damages not covered by the said insurance
policies required hereunder.  If restoration of the demised premises is not
completed by the Lessor within ______ days after such damage, Lessee may cancel
this Lease by written notice to the Lessor.

     During the said term of any renewal thereof, should the Property be
partially damaged by fire or other casualty, the same shall be repaired with
all reasonable dispatch by Lessor.  If the damage shall be so extensive as to
render the Property partially untenantable, then the rentals herein reserved
shall be proportionately abated until such time as the Property shall be
repaired in the manner aforesaid.  In case the Property shall be totally
destroyed, or substantially so, either Lessor or Lessee may terminate this
Lease by giving the other Party written notice of its election so to do within
thirty (30) days after such destruction.  In the event of such termination, the
payment of rent shall cease as of the date of such destruction.  Nothing in 
this Lease contained shall obligate Lessor to replace or repair the personal 
property of fixtures of Lessee.

     DAMAGE OR DESTRUCTION.  Lessee further agrees that in case of damage to or
destruction of any building or improvements on the demised premises or of the
fixtures and equipment therein, by fire or other casualty, it will promptly, at
its expense, repair, restore or rebuild the same to the extent that it shall
deem necessary or desirable in connection with the requirements of its
business, provided that, upon the completion of such repairs, restoration or
rebuilding, the value and rental of the buildings and improvements upon the
demised premises shall be substantially equal to the value and rental value of
the buildings and improvements thereon immediately prior to the happening of
such fire or other casualty.  Rent shall not abate during the period of such
repair, restoration or rebuilding or if the improvements are not tenantable
because of such damage or destruction.
     Before commencing such repairing, restoration or rebuilding, involving an
estimated cost of more than $___________________, (a) plans and specifications
therefor, prepared by a reputable licensed architect, shall have been submitted
to and approved by Lessor; (b) Lessee shall have furnished to Lessor, an
estimate of the cost of the proposed work, certified to by the architect by
whom such plans and specifications shall have been prepared; and (c) Lessee
shall either have furnished to Lessor a bond on which Lessee shall be
principal, and a surety company; authorized to do business in the state where
the demised premises are located, satisfactory to Lessor, shall be surety; and
which bond shall be in form satisfactory to Lessor, conditioned upon the
completion of and payment in full for such work within a reasonable time,
subject, however, to delays occasioned by strikes, lockouts, acts of God,
governmental restrictions or similar causes beyond the control of Lessee, or
other security satisfactory to Lessor to insure payment for the completion of
all work free and clear of liens.

     ACCIDENTS.  All personal property on Leased Premises shall be at the risk
of Lessee.  Lessor, or Lessor's agent, shall not be liable for any damage,
either to persons or property, sustained by Lessee or others, caused by any
defects now in Leased Premises or hereinafter occurring therein, or due to the
building in which Leased Premises are situate, or any part or appurtenance 
thereof, becoming out of repair, caused by fire, or by the bursting or leaking
of water, gas, sewer, or steam pipes, or from any neglect of co-tenants or
other occupants of said building, or any other persons or due to the happening
of any accidents from whatsoever cause, in and about said building.  Lessee
agrees to defend and hold Lessor and Lessor's agents harmless from any and all
claims for damage suffered or alleged to be suffered in or about Leased 
Premises by any person, firm or corporation, provided that Lessor shall be
liable for its own fault, failure, or negligence.

     RENT ABSOLUTE.  Except as otherwise specifically provided herein, damage 
to or destruction of any portion or all of the buildings, structures and
fixtures upon the demised premises, by fire, the elements or any other cause
whatsoever, whether with or without fault on the part of Lessee, shall not
terminate this Lease or entitle Lessee to surrender the demised premises or
entitle Lessee to any abatement of or reduction in the rent payable, or
otherwise affect the respective obligations of the parties hereto, any present
or future law to the contrary notwithstanding.  If the use of the demised
premises for any purpose should, at any time during the term of this Lease, be
prohibited by law or ordinance or other governmental regulation, or prevented
by injunction, or if there be any eviction by title paramount, this Lease shall
not, except as otherwise specifically provided herein, be thereby terminated,
nor shall Lessee entitled by reason thereof to surrender the demised premises
or to any abatement or reduction in rent, nor shall the respective obligations
of the parties hereto be otherwise affected unless such eviction is due to the
act of Lessor or any person or persons claiming any interest in the demised
premises by or under Lessor.


(NOTE:  See also "Insurance" for clauses related to damage.)

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