Assignment and Subletting:  Lessee shall not assign this Lease, or any
part thereof, or sublet the premises or any portion thereof, without the prior
written consent of Lessor; which consent shall not be unreasonably withheld,
provided, however, that Lessor hereby consents to an assignment by Lessee to 
any of Lessee's subisidiaries, or affiliated companies, or a corporate
successor upon merger or consolidation of Lessee, if any there be.

     Assignment and Sublease:  The Lessee covenants and agrees not to encumber
or assign this lease or sublet all or any part of the leased premises without
the written consent of the Lessor, which consent the Lessor covenants and
agrees shall not be unreasonably withheld.

     Assignment and Sublease:  The Lessee covenants and agrees not to encumber
or assign this Lease or sublet all or any part of the leased premises without
the written consent of the Lessor, which consent the Lessor covenants and 
agrees shall not be unreasonably withheld.  Such assignment shall in no way
relieve the Lessee from any obligations hereunder for the payment of rents or
the performance of the conditions, covenants and provisions of this Lease.
     In no event shall Lessee assign or sublet the leased premises for any
terms, conditions and covenants other than those contained herein.  In no event
shall this Lease be assigned or be assignable by operation of law or by
voluntary or involuntary bankruptcy proceedings or otherwise, and in no event
shall this Lease or any rights or privileges hereunder be an asset of Lessee
under any bankruptcy, insolvency or reorganization proceedings.  Lessor shall
not be liable nor shall the leased premises be subject to any mechanics,
materialmans or other type liens and Lessee shall keep the premises and 
property in which the leased premises are situated free from any such liens and
shall indemnify Lessor against and satisfy any such liens which may obtain
because of Acts of Lessee notwithstanding the foregoing provision.

     Assignment and Subletting:  The Lessee may assign this lease or sublet the
leased premises with written consent of the Lessor; said consent shall not be
unreasonably withheld.

     Assignment:  This lease and all terms, conditions and provisions hereof
shall be binding upon and shall inure to the benefit of the successors and
assigns of the respective parties hereto.  The Lessee agrees that it will not
assign or sublet this lease without the written consent of the Lessor first
obtained, except, however, that the Lessee may assign this lease or sublet said
premises to any subsidiary company of the Lessee without obtaining such consent
from the Lessor.  Consent to an assignment or subletting shall not be
unreasonably withheld.  No assignment or subleasing shall relieve the Lessee of
its liability under the provisions of this lease.

     Heirs, Successors and Assigns:  Each and every covenant, term and 
condition herein shall be binding upon and inure to the benefit of each of the
parties, its successors and assigns.

     Successors and Assigns:  This lease shall bind and inure to the benefit of
the successors, assigns, heirs, executors, administrators and legal
representatives of the parties hereto.

     Covenants Binding on Successors:  The covenants, conditions and provisions
contained herein are binding upon and shall inure to the benefit of the
respective parties hereto, their heirs, administrators, executors, successors
and assigns.  All of the covenants herein contained shall be construed as
covenants running with the land.
     Except where the context shall clearly indicate a contrary intent, the
word "Lessor" whenever herein used shall be deemed to mean the Lessee, its
successors and assigns.

     Assignment or Subletting:  Lessee shall have the right to assign this
lease or to sublet the whole or part of the demised premises at any time during
the term thereof with the consent of the Lessor, which consent shall not be
unreasonably withheld.  Any such assignment or subletting shall be subject to
all of the terms and provisions of this lease agreement.  Notwithstanding the
foregoing provisions of this subdivision, this lease may be assigned or the
demised premises may be sublet, in whole or in part without the consent of
Lessor, to any corporation into or with which Tenant may be merged or
consolidated or to any corporation which shall be an affiliate, subsidiary,
parent or successor of Tenant, or of a corporation into or with which tenant 
may be merged or consolidated, or to a partnership, the majority interest in
which shall be owned by stockholders of Lessee or of any such corporation.

     Assignment and Subletting:
     Lessor's Consent Required.  Lessee shall not voluntarily or by operation
of law assign, transfer, mortgage, sublet, or otherwise transfer or encumber
all or any part of Lessee's interest in this Lease or in the premises without
Lessor's prior written consent, which Lessor shall not unreasonably withhold.
Any attempted assignment, transfer, mortgage, encumbrance, or subletting
without such consent shall be void and shall constitute a breach of the Lease.
Any transfer of Lessee's interest in this Lease or in the Premises from Lessee
by merger, consolidation, or liquidation, or by any subsequent change in the
ownership of thirty percent (30%) or more of the capital stock of Lessee shall
be deemed a prohibited assignment within the meaning of this Article (     ).
     No Release of Lessee.  Regardless of Lessor's consent, no subletting or
assignment shall release Lessee of Lessee's obligation to pay the rent and to
perform all other obligations to be performed by Lessee hereunder for the term
of this Lease.  The acceptance of rent by Lessor from any other person shall 
not be deemed to be a waiver by Lessor of any provision hereof.  Consent to one
assignment or subletting shall not be deemed consent to any subsequent 
assignment or subletting.

     Assignment and Subletting:  During the term of this Lease Agreement, or
any extension or renewal thereof, the Lessee shall not have the right to assign
this Lease Agreement or sublet the Leased Premises or any portion thereof 
without the written consent of Lessor which consent Lessor shall not 
unreasonably withhold.

     Assignment--Subleasing:  The Lessee shall not transfer, mortgage, pledge 
or encumber this lease or any interest therein except Lessee shall have the 
right to sublease all or any portion of the Premises or to assign this lease, 
but any such subletting or assignment shall not relieve Lessee of its 
obligations hereunder and in the event of any such assignment the Lessee shall 
retain a possessory interest in the Premises.

     Subleasing:  The Lessee shall not assign, transfer, mortgage, pledge or
encumber this lease or any interest therein and shall not sublet the Premises
or any part thereof or suffer any other person (the agents and servants of the
Lessee excepted) to occupy or use the Premises without the prior written 
consent of the Lessor which consent shall not be unreasonably withheld.  The
Lessee shall have the right to assign or sublet all or a portion of the
Premises to any parent, subsidiary or affiliate of the Lessee without the prior
written consent of the Lessor.

     Lessee may sublet the leased premises or assign this Lease, provided that
no such subletting or assignment made without the written consent of the Lessor
shall release Lessee from its covenants and obligations hereunder.  Lessor
however, shall not arbitrarily or unreasonably withhold its consent to any such
subletting or assignment.

     Assignment and Subletting:  a.  Lessee shall not assign this Lease or any
interest therein and shall not sublet the said Lease Premises or any part
thereof, nor pledge or hypothecate its leasehold interest, nor grant any
concession or license within the Lease Premises without the prior written
consent of Lessor.  Any such assignment or subletting without such written
consent from Lessor shall be void and shall, at the option of Lessor, terminate
this Lease.
     b.  Lessee shall, at all times, remain fully responsible and liable for
the payment of the rent herein specified and for compliance with all other
obligations, terms, provisions and covenants of this Lease Agreement.
     c.  In the event the Lease Premises are abandoned by Lessee, Lessor shall
have the right, but not the obligation, to relet same for the remainder of the
term provided herein; and if the rent received through such reletting does not
at least equal the rent provided for herein, Lessee shall pay and satisfy any
deficiency between the amount of the rent so provided for and that received
through reletting, and in addition thereto, shall pay all reasonable expenses
incurred in connection with any such reletting, including, but not limited to,
the cost of renovating, altering and decorating for a new occupant.  Nothing
herein shall be construed as in any way denying the Lessor the right, in the
event of abandonment of said premises or other breach of this Agreement by
Lessee, to treat the same as an entire breach at Lessor's option to immediately
sue for the entire breach of this agreement and any and all damages which     
Lessor suffers hereby.

     Lessee may not sublet the premises, or any part thereof, or assign this
lease without in each case first securing the written consent of Lessor.
However, Lessor shall not unreasonably withhold its written consent to any such
subleasing or assignment.  Notwithstanding the foregoing, Lessee may sublet the
aforesaid premises, or any part thereof, or assign said lease to a wholly owned
subsidiary without the necessity of securing Lessor's consent.

     Assignment and Subletting:  Lessee shall not sublet the premises, or any
part thereof, or assign its rights and obligations under this Lease without
first obtaining the written consent of Lessor, provided that Lessor shall not
unreasonably withhold its written consent to any such sublease or assignment,
and provided further that Lessee may sublet the premises, or any part thereof,
or assign its rights and obligations under this Lease to any wholly-owned
subsidiary of Lessee without first obtaining Lessor's consent.

     Sublessee shall not assign this sublese nor further sublet the subleased
premises or any part thereof without the prior written consent of the
Sublessor.

     ASSIGNMENT; SUBLETTING:
     Lessee shall have the right to assign this lease or to sublet the premises
or any part thereof without the consent of Lessor, provided, however, that no
such assignment or subletting shall relieve Lessee from its duty to perform
fully all of the agreements, covenants, and conditions set forth in this lease.

     Except for Items _____, _____, _____, _____, _____, _____, and _____, in
the lease which are hereby deleted and as may be provided herein to the
contrary, all of the agreements, covenants, and conditions contained in the
aforesaid lease between the Lessor and Sublessor, which aforesaid lease is by
this reference incorporated herein, are hereby made a part of this agreement
and such rights and obligations as are contained in the aforesaid lease are
hereby imposed upon the respective parties hereto, the Sublessor being 
substituted for the Lessor, and the Sublessee being substituted for the Lessee;
provided, however, that the Sublessor herein shall not be liable for any
defaults by the Lessor.
     IT IS FURTHER COVENANTED AND AGREED by and between the parties hereto that
the covenants and agreements herein contained shall bind and inure to the 
benefit of the Sublessor and the Sublessee and their respective successors and
assigns.

     Assignment and Subletting.  Lessee may assign this Lease or sublet Leased
Premises, or any part thereof, for any lawful business purpose, provided the
written consent of Lessor is first obtained, which consent shall not be
unreasonably withheld.  Notwithstanding the foregoing, Lessee shall remain
liable for the performance of its covenants hereunder unless released therefrom
in writing by Lessor.

     Assignment and Subletting.  Throughout the term of this Lease, or any
extensions thereof, Lessee shall be permitted to assign or sublet the Premises
to any subsidiary or ___________________________ and the ultimate parent of
Lessee, without consent of the Lessor.  In the event that Lessee desires to
assign or sublet this Lease, or any interest thereunder, to any other person or
corporation, Lessee shall give Lessor notice of such desire indicating the
effective date desired.  Lessor shall, within Sixty (60) days thereafter, 
notify Lessee in writing as to the following:

     (a)  that the "other person" is not acceptable to the ____________________
          ___________, in which event this Lease shall remain in full force and
          effect.  Lessor shall use its best efforts to obtain the approval of
          the ______________________ or
     (b)  that the "other person" although acceptable to the __________________
          _____________ is not acceptable to Lessor, in which event this Lease
          terminates; or
     (c)  that the "other person" is acceptable to both _______________________
          ____________________ and as a result this Lease may be assigned or
          sublet to such "other person.

     Assignment by Lessee.  Lessee shall not assign this Lease without the
written consent of Lessor, which consent shall not be unreasonably withheld, 
and no such assignment shall relieve Lessee of its obligation hereunder and
Lessee shall continue to be liable as a principal and not as a guarantor or
surety, to the same extent as though no assignment had been made.
     Lessee may, without Lessor's consent, assign this Lease to any corporation
resulting from a merger or consolidation of the Lessee, provided that the total
assets and net worth of such assignee after such consolidation or merger shall
be more than that of Lessee immediately prior to such consolidation or merger,
and provided that Lessee is not at such time in default hereunder, and provided
further that such successor shall execute an instrument in writing fully
assuming all of the obligations and liabilities imposed upon Lessee hereunder
and deliver the same to Lessor; whereupon Lessee shall be discharged from any
further liability hereunder.
     Lessee shall not allow or permit any transfer of this Lease, or any
interest hereunder, by operation of law, or convey, mortgage, pledge, or 
encumber this Lease or any interest hereunder.

     ARTICLE      --SUBLETTING AND ASSIGNMENT.  Lessee shall not assign this
Lease nor sublet all or any portion of the Property, except with the written
consent of Lessor.

     Lessee shall not assign this Agreement and Lease nor sublet all or any
portion of the Property, except with the written consent of Lessor, which shall
not be unreasonably withheld.

     ARTICLE      --SUCCESSORS AND ASSIGNS.  All of the terms, covenants and
conditions contained in this Agreement and Lease shall inure to the benefit of
and be binding upon the legal representatives, successors and assigns of the
respective parties hereto, except as expressly otherwise hereinbefore provided.

     This Agreement contains all of the agreements made between the parties
hereto and may not be modified orally or in any manner than by an agreement in
writing signed by the parties thereto or their successors and assigns.  No 
prior understanding or representation of any kind made before the execution of
this Agreement shall be binding on either party unless incorporated herein.
The Agreement and the terms and conditions thereof apply to and are binding
upon the heirs, legal representatives, successors and permitted assigns of the
respective parties hereto.

     Covenants Binding on Successors.  All of the covenants, agreements,
conditions and undertakings contained in this Lease shall extend and inure to
and be binding upon the heirs, executors, administrators, successors and 
assigns of the respective parties hereto, the same as if they were in every
case specifically named, and wherever in this Lease reference is made to either
of the parties hereto, it shall be held to include and apply to, wherever
applicable, the heirs, executors, administrators, successors and assigns of
such party.  Nothing herein contained shall be construed to grant or confer
upon any person or persons, firm, corporation or governmental authority, other
than the parties hereto, their heirs, executors, administrators, successors and
assigns, any right, claim or privilege by virtue of any covenant, agreement,
condition or undertaking in this Lease contained.

     SUCCESSION:  This agreement shall be binding upon and inure to the benefit
of the respective heirs, executors, successors and assigns of the parties 
hereto.

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