SUBORDINATION


(1)
     Subordination:  This Lease is and shall be prior to any encumbrance now of
record and any encumbrance recorded after the date of this Lease affecting the
building, other improvements, and land of which the premises are a part and
Lessor shall before the commencement of the Term obtain the requisite agreement
to this effect from any creditor of such encumbrance registered prior to this
Lease.
     If, however, a lender requires that this Lease be subordinate to any such
encumbrance, this Lease shall be subordinate to that encumbrance, if Lessor
first obtains from the lender a written agreement that provides substantially
the following:
          "As long as Lessee performs its obligations under this Lease, no 
     foreclosure of, deed given in lieu of foreclosure of, or sale under the
     encumbrance, and no steps or procedures taken under the encumbrance, shall
     affect Lessee's rights under this Lease.
          The provisions in paragraph (    ) of this Lease concerning the
     disposition of insurance proceeds on destruction of the premises, and the
     provisions in paragraph (    ) of this Lease concerning the disposition of
     any condemnation award, shall prevail over any conflicting provisions in
     the encumbrance."
     Lessee shall attorn to any purchaser at any foreclosure sale, or to any
grantee or transferee designated in any deed given in lieu of foreclosure.
     Lessee shall execute the written agreement and any other documents 
required by the lender to accomplish the purposes of this paragraph.

(2)
     SUBORDINATION:  This Lease shall be subject and subordinated at all times
to the liens of any mortgages or deeds of trust in any amount or amounts 
whatsoever now existing or hereafter encumbering the leased premises, without
the necessity of having further instruments executed by the Lessee to effect
such subordination. Notwithstanding the foregoing, Lessee covenants and agrees
to execute and deliver upon demand, such further instruments evidencing such
subordination of this lease to such liens of mortgages or deeds of trust as may
be requested by Lessor.  So long as the Lessee hereunder shall pay the rent
reserved and comply with, abide by and discharge the terms, conditions, 
covenants and obligations on its part, to be kept and performed herein and 
shall attorn to any successor in title, notwithstanding the foregoing, the
peaceable possession of the Lessee in and to the leased premises for the term 
of this Lease, shall not be disturbed, in the event of the foreclosure of any
such mortgage or deed of trust, by the purchaser at such foreclosure sale or
such purchaser's successor in title.

(3)
     Underlying Mortgage(s):  This lease is subject and subordinate to all
liens and mortgages which may now or hereafter pertain to the real or personal
property of which the demised premises are a part and to all renewals,
modifications, consolidations, replacements and extensions thereof.

(4)
     Subordination:  Lessee will execute any and all instruments required to
subordinate this lease to any mortgage or lien now or hereafter placed upon the
Premises.

(5)
     Subordination:  Lessee agrees, at the request of Lessor, to subordinate
this lease to any mortgage placed upon the Premises, the building and the lot
or any one or more of them by Lessor provided that the holder of such mortgage
enters into an agreement with Lessee binding upon the successors and assigns of
the parties thereto by the terms of which such holder agrees not to disturb the
possession and other rights of Lessee under this lease.  So long as Lessee 
continues to perform its obligations hereunder and in the event of acquisition
of title by said holder through foreclosure proceedings or otherwise to accept
Lessee as tenant of the Premises under the terms and conditions of this lease
and to perform the Lessor obligations hereunder (but only while owner of the
Premises); and Lessee agrees to recognize such holder or any other person
acquiring title to the Premises as Lessor.  Lessee and Lessor agree to execute
and deliver any appropriate instruments necessary to carry out the agreements
contained herein.

(6)
     The rights of Lessee under this Lease shall be and are subject and
subordinate at all times to any underlying ground lease and the lien or any
mortgage or mortgages now or hereafter in force against the building or the
underlying leasehold estate, if any, and to all advances made or hereafter to
be made upon the security thereof.  Lessee shall execute such further
instruments subordinating this Lease to the lien or liens of any such mortgage
or mortgages or ground leases as shall be requested by Lessor; provided that
Lessee's tenancy shall not be disturbed if Lessee is not in default hereunder 
at the time of foreclosure or attempted foreclosure of any such mortgage or
mortgages, or deed in lieu of foreclosure, or at the time of exercise or
attempted exercise of any rights under any such ground lease.  Lessor shall
inform Lessee of the names of all mortgagees, ground lessors, and ground 
lessees and on Lessee's request shall obtain from the same Non-Disturbance
agreements in accordance with the foregoing.

(7)
     Subordination:
     (a) This Lease, at Lessor's option, shall be subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the real property of which the Premises are a part and to
any and all advances made on the security thereof and to all renewals, 
modifications, consolidations, replacements and extensions thereof.
Notwithstanding such subordination, Lessee's right to quiet possession of the
Premises shall not be disturbed if Lessee is not in default and so long as
Lessee shall pay the rent and observe and perform all of the provisions of this
Lease, unless this Lease is otherwise terminated pursuant to its terms.  If any
mortgagee, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, and shall give written
notice thereof to Lessee, this Lease shall be deemed prior to such mortgage,
deed of trust, or ground lease, whether this Lease is dated prior or subsequent
to the date said mortgage, deed of trust or ground lease or the date of
recording thereof.
     (b) Lessee agrees to execute any documents required to effectuate such
subordination or to make this Lease prior to the lien of any mortgage, deed of
trust or ground lease, as the case may be, and failing to do so within ten (10)
days after written demand, does hereby make, constitute and irrevocably appoint
Lessor as Lessee's attorney in fact and in Lessee's name, place and stead, to 
do so.

(8)
     Subordination:  Lessor reserves the right to subject and subordinate this
Lease at all times to the lien of any mortgage now or hereafter placed upon
Lessor's interest in the premises and on the land and buildings of which the
premises are a part or upon any buildings hereafter placed upon the land of
which the premises are a part; provided, however, that no default by the Lessor
under any such mortgage shall affect Lessee's rights hereunder so long as 
Lessee is not in default under this Lease.

(9)
     Subordination:  Lessee agrees that this lease shall be subordinate to any
mortgage or trust deed that is now on or may hereafter be placed upon the
demised premises and to any and all advances to be made thereafter, and to the
interest thereon, and all renewals, replacements and extensions thereof, 
provided that the rights of Lessee as set forth herein shall not be affected in
the event of foreclosure so long as Lessee is not in default under the terms
hereof.  In the event of any mortgagee or trustee electing to have the within
lease a prior lien to its mortgage or deed of trust, then and in such event, 
upon such mortgagee or trustee notifying Lessee to that effect, this lease
shall be deemed prior in lien to said mortgage or trust deed, whether this
lease is dated prior to or subsequent to the date of said mortgage or trust
deed.

(10)
     Subordination to Mortgage:  This Lease is subject and subordinate to all
mortgages, deeds of trust and any and all other matters of record that may
hereafter be placed of record in the Real Property Records of _________________
County, ________________, which may now or hereafter encumber the Building
and/or appurtenances thereto, or any leases, renewals and/or modifications, 
related thereto.  This clause shall be self-operative and no further 
instruments of subordination shall be required in order for the same to be
effective.  Lessee hereby agrees to execute within ten (10) dyas of such 
request any and all instruments in writing which may be required by Lessor or 
any lender to subordinate reasonable effects to obtain from the holder of any 
such mortgage or deed of trust, a non-performance agreement by which said 
mortgage holder or its successors or assigns shall recognize the rights of 
Lessee under the terms of this Lease Agreement, provided that Lessee is not in 
default at such time.

(11)
     Subordination to Mortgages.  At the option of Lessor's mortgagee, this
Lease shall be subject and subordinate to any first mortgage or deed of trust
now upon the demised premises and any mortgage or deed of trust hereafter 
placed upon the demised premises.  Provided that the mortgagee or beneficiary
under such deed of trust agrees in writing with Lessee or adequate provision is
made in such mortgage or deed of trust, that, regardless of any default or
breach under such mortgage or deed of trust, that this Lease and Lessee's
possession shall not be disturbed by mortgagee or beneficiary or any other
party claiming under or through such mortgage or deed of trust, provided,
however, that Lessee shall continue to observe and perform Lessee's obligations
under this Lease and pay rent to whomsoever may be lawfully entitled to same
from time to time.  Lessee hereby agrees to execute, if same is required, any
and all instruments in writing which may be requested by Lessor to subordinate
Lessee's rights acquired by this Lease to the lien of any such mortgage or deed
of trust, all as aforesaid.  Irrespective of whether or not this Lease is
subordinated to any such mortgage or deed of trust, the mortgagee or
beneficiary under such mortgage or deed of trust, shall agree in writing that
proceeds of insurance, or awards, payable to Lessee in the event of partial
condemnation as provided in Section _____ shall be made available to Lessee for
the purpose of repairing, restoring and rebuilding, as provided in this Lease,
or adequate provision relative thereto shall be made in such mortgage or deed 
of trust.

(12)
     ARTICLE      --SUBORDINATION TO MORTGAGE.  Lessor shall have the right
during the term of this Lease to mortgage the Property and Lessee hereby agrees
and acknowledges that this Lease shall be subordinate to any such mortgage,
constituting and appointing Lessor Lessee's attorney-in-fact to execute any
instrument deemed necessary or desirable to evidence such subordination.

(13)
     Lessor shall have the right during the term of this Agreement and Lease to
mortgage the Property and Lessee hereby agrees and acknowledges that this
Agreement and Lease shall be subordinate to any such mortgage, provided such
mortgage contains a provision (or there is a contemporaneous, recorded 
agreement) that any holder of such mortgage, or any purchases at foreclosure
thereof, shall recognize this Agreement.  Lease and the rights of Lessee
hereunder and that Lessee's tenancy hereunder shall not be disturbed so long as
Lessee is not in default hereunder.

(14)
     Mortgage Subordination.  Lessee agrees to subordinate this Lease to the
lien of any mortgage made between Lessor and a bank, insurance company, or
similar institution, provided such mortgagee will agree not to disturb Lessee's
rights.  Possession while not in default hereunder and provided, further,
that, in the event of the institution of a foreclosure or other suit or 
proceeding under or pursuant to any such mortgage, Lessee will not be made a
party to any such suit or proceeding, and the same shall not affect the rights
of Lessee under this Lease, but any purchaser of the said property under
foreclosure or other suit or proceeding shall take said property subject to the
within Lease and shall be bound by all its covenants as though such purchaser
were the original landlord and any such mortgage shall contain a clause to the
foregoing effect.

(15)
     Subordination or Superiority.  The rights and interests of Lessee under
this Lease shall be subject and subordinate to any first mortgage or trust deed
creating a first mortgage that may be placed upon the Leased Premises by Lessor
and to any and all advances to be made thereunder.  Also, to the interest 
thereon, and all renewals, replacements and extensions thereof, if the 
mortgagee or trustee named in said mortgages or trust deeds shall elect to 
subject and subordinate the rights and interest of Lessee under this Lease to 
the lien of its mortgage or deed of trust and shall agree to recognize this 
Lease of Lessee in the event of foreclosure if Lessee is not in default (which 
agreement may, at such mortgagee's option, require attornment by Lessee).  Any 
such mortgagee or trustee may elect to give the rights and interest of Lessee 
under this Lease priority over the lien of its mortgage or deed in trust.  In 
the event of either such election and upon notification by such mortgagee or 
trustee to Lessee to that effect, the rights and interest of Lessee under this 
Lease shall be deemed to be subordinate to or to have priority over, as the 
case may be,the lien of said mortgage or trust deed, whether this Lease is 
dated prior or subsequent to the date of said mortgage or trust deed.  Lessee 
shall execute and deliver whatever instruments may be required for such 
purposes and in the event Lessee fails so to do within twenty (20) days after 
demand in writing, Lessee does hereby make, constitute, and irrevocably 
appoint Lessor as its attorney in fact and in its name, place and stead so to 
do.  Notwithstanding anything herein contained to the contrary, in the event 
Lessor engages in any new financing, or refinancing, involving the "Leased 
Premises", Lessor shall have notice thereof forthwith to the Lessee and shall 
secure from any lending institution, or its nominee, involved in such financing
a Nondisturbance, Attornment and Subordination Agreement substantially in the 
form of such agreement executed by each of the first and second mortgagees, 
dated of even date herewith. Such agreement shall be obtained prior to the
imposition of any security instrument contemplated by this Section ____ on the
"Leased Premises".

(16)
     Mortgages:  The Lessor shall have the right from time to time during the
term of this lease to create mortgages covering the aforesaid land and building
which shall be prior in lien to this lease and the rights and privileges of the
Lessee hereunder, but subject to and upon the following express conditions.
     That any such mortgage shall provide that, so long as the Lessee, its
successors or assigns shall keep and perform the terms, covenants, and 
conditions in this lease contained on the part of the Lessee hereunder to be
kept and performed, neither the mortgagee under said mortgage, nor any trustee
thereunder.  Nor any holder or owner of the indebtedness of said mortgage, or
by reason of their being the holder-owner of said indebtedness or any part
thereof, or by reason of any proceeding instituted under or pursuant to said
mortgage (including therein among other things, but not to the exclusion of any
other item, the appointment or any receiver or the foreclosure of said mortgage
or the interest of the mortgagor thereunder, or the purchase of the mortgaged
premises at foreclosure), have the power to impair, modify, abrogate or in 
anywise adversely affect the rights of the Lessee, its successors and assigns.
Under this lease to the full enjoyment of the entire term hereof.  To the end
that the Lessee, while not in default hereunder, shall notwithstanding the 
creation of or default under any such mortgage or the indebtedness secured
thereby, and notwithstanding any act or proceeding instituted under or pursuant
to any such mortgage, peaceably and quietly have, hold and enjoy the demised
premises for the entire term hereof, as well as any and all other rights,
privileges or benefits to which it may be entitled under and pursuant to the
terms of this lease.

(17)
     Offset Statement:  
     (a)  Lessee shall at any time upon not less than ten (10) days' prior
written notice from Lessor execute, acknowledge and deliver to Lessor a
statement in writing:
           (i)  certifying that this Lease is unmodified and in full force and
                effect (or, if modified, stating the nature of such modification
                and certifying that this Lease, as so modified, is in full force
                and effect) and that the date to which the rent, security
                deposit, and other charges are paid in advance, if any, and,
           (ii) acknowledging that there are not, to Lessee's knowledge, any
                uncured defaults on the part of Lessor hereunder, or specifying
                such defaults, if any, which are claimed. Any such statement may
                be conclusively relied upon by any prospective purchaser or
                encumbrancer of the Premises.
     (b)  Lessee's failure to deliver such statement within such time shall be
conclusive upon Lessee
           (i)  that this Lease is in full force and effect, without
                modification except as may be represented by Lessor,
           (ii) that there are no uncured defaults in Lessor's performance, and
           (iii)that not more than one (1) month's rent has been paid in 
                advance.
     (c)  If Lessor desires to finance or refinance the Premises, or any part
thereof, Lessee hereby agrees to deliver to any lender designated by Lessor such
published financial statements of Lessee as may be reasonably required by such
lender. Such statements shall include the past three (3) years' financial
statements of Lessee. All such financial statements shall be received by lessor
in confidence and shall be used only for the purposes herein set forth.

(18)
     Estoppel Certificate by Lessee:  Lessee further agrees at any time and
from time to time, upon not less than twenty (20) days' prior written request 
by Lessor, to execute, acknowledge and deliver to Lessor a statement in writing
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as
modified, and stating the modifications), and the date to which the rental and
other charges have been paid in advance, if any, it being intended that any
such statement delivered pursuant to this Section _____, may be relied upon by
any prospective purchaser of the fee, or mortgage or assignee of any mortgage
upon the fee, of the demised premises.

(19)
     Estoppel Certificates:  Lessee shall at any time and from time to time,
upon not less than ten (10) days prior written request from Lessor, execute,
acknowledge and deliver to Lessor in form reasonably satisfactory to Lessor
and/or Lessor's mortgagee, a written statement certifying, if true, that Lessee
has accepted the Leased Premises, that this Lease is unmodified and in full
force and effect (or if there have been modifications, that the same is in full
force and effect as modified and stating the modifications), that the Lessor is
not in default hereunder, the date to which the rental and other charges have
been paid in advance, if any, or such other accurate certification as may
reasonably be required by Lessor or Lessor's mortgagee, and agreeing to give
copies to any mortgagee or Lessor of all notices by Lessee to Lessor.  It is
intended that any such statement delivered pursuant to this subsection may be
relied upon by any prospective purchaser or mortgagee of the Leased Premises,
and their respective successors and assigns.


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