DEFAULT AND REMEDIES


(1)
     DEFAULT:  In the event the LESSEE shall default in the payment of rent or
any other sums payable by the LESSEE herein, and such default shall continue
for a period of thirty days, or if the LESSEE shall default in the performance
of any other covenants or agreements of this lease and such default shall
continue for thirty days after written notice thereof, or if the LESSEE should
become bankrupt or insolvent or any debtor proceedings be taken by or against
the LESSEE, then in addition to any and all other legal remedies and rights,
the LESSOR may declare the entire balance of the rent for the remainder of the
term to be due and payable and may collect the same by distress or otherwise.

(2)
     DEFAULT:  In the event the Lessee shall default in the payment of rent or
any other sums payable by the Lessee herein, and such default shall continue
for a period of ten days, or if the Lessee shall default in the performance of
any other covenants or agreements of this Lease and such default shall continue
for thirty days after written notice thereof.  Or if the Lessee should become
bankrupt or insolvent or any debtor proceedings be taken by or against the
Lessee, then and in addition to any and all other legal remedies and rights,
the Lessor may declare the entire balance of the rent for the remainder of the
term to be due and payable and may collect the same by distress or otherwise.
Lessor shall have a lien on the personal property of the Lessee which is
located in the leased premises and in order to protect its security interest in
the said property Lessor may without first obtaining a distress warrant, lock
up the leased premises in order to protect said interest in the secured
property.  Or the Lessor may terminate this Lease and retake possession of the
leased premises, or enter the leased premises and relet the same without
termination, in which later event the Lessee covenants and agrees to pay any
deficiency after Lessee is credited with the rent thereby obtained less all
repairs and expenses (including the expenses of obtaining possession).  Or the
Lessor may resort to any two or more of such remedies or rights, and adoption
of one or more such remedies or rights shall not necessarily prevent the
enforcement of other concurrently or thereafter.
     The Lessee also covenants and agrees to pay reasonable attorney's fees and
costs and expenses of the Lessor, including court costs, if the Lessor employs
an attorney to collect rent or enforce other rights of the Lessor herein in
event of any breach as aforesaid and the same shall be payable regardless of
whether collection or enforcement is effected by suit or otherwise.

(3)
     LESSEE'S DEFAULT:  The occurrence of any of the following shall constitute
a default by Lessee:
     Failure to pay rent when due, if the failure continues for twenty (20)
days after notice has been given to Lessee.
     Failure to perform any other provision of this Lease if the failure to
perform is not cured within thirty (30) days after notice has been given to
Lessee.  If the default cannot reasonably be cured within thirty (30) days,
Lessee shall not be in default of this Lease if Lessee commences to cure the
default within the thirty (30) day period and diligently and in good faith
continues to cure the default.
     A general assignment by Lessee for the benefit of creditors.
     The filing of a voluntary petition in bankruptcy by Lessee or the filing 
of an involuntary petition by Lessee's creditors, said petition remaining
undischarged for a period of ninety (90) days.
     Notices given under this paragraph shall specify the alleged default and
the applicable Lease provisions, and shall demand that Lessee perform the
provisions of this Lease or pay the rent that is in arrears, or quit the
premises.  No such notice shall be deemed a forfeiture or a termination of this
Lease unless Lessor so elects in the notice.

(4)
     LESSOR'S REMEDIES:  Lessor shall have the following remedies if Lessee
commits a default.  These remedies are not exclusive; they are cumulative and 
in addition to any remedies now or later allowed by law:
     Re-entry:  Upon the happening of any such event of default, Lessee, at any
time thereafter may:
     (a)  Either with or without notice of demand, declare the Lease term ended
and re-enter the premises or any part thereof, either with or without process
of law, and expel or remove therefrom Lessee and all parties occupying the same
or any of them, using force as may be necessary so to do, and again repossess
and enjoy the same without prejudice to any remedies that Lessor may otherwise
have by reason of the breach hereof.  Or
     (b)  Re-enter the premises at its option without declaring the Lease Term
ended and relet the whole or any part therefor for the account of Lessee on
such terms and con itions and at such rent as Lessor may deem proper, 
collecting such rent and applying it on the amount due from Lessee hereunder.
And on the expense of such reletting (including expense of alteration and 
special inducements to Lessee) and on any other damage or expense so sustained
by Lessor, or on any such item or items, recovering from Lessee the difference
between the proceeds of such reletting and the amount of rentals reserved
hereunder and any such damage or expense from time to time which said sum
Lessee agrees to pay upon demand.
     Damages:  Should Lessor terminate this Lease by reason of any breach
thereof by Lessee, Lessor may thereupon recover from Lessee the worth at the
time of such termination of the excess, if any, of the amount of rent and
charges equivalent to rent reserved herein for the balance of said Term over 
the then reasonable rental value of the premises for the same period.  Lessor
shall not by any re-entry or other act be deemed to have terminated this Lease
or the liability of Lessee for the total rent hereunder or any installment
thereof then due or thereafter accruing or for damages unless Lessor shall
notify Lessee in writing that Lessor has so elected to terminate the Lease.
     Lessor's Right to Cure Lessee's Default:  Lessor at any time after Lessee
commits a default, can cure the default at Lessee's cost.  If Lessor at any
time, by reason of Lessee's default, pays any sum or does any act that requires
the payment of any sum, the sum paid by Lessor shall be due immediately from
Lessee to Lessor at the time the sum is paid, and if paid at a later date shall
bear interest at the rate of ten percent (10%) per annum from the date the sum
is paid by Lessor until Lessor is reimbursed by Lessee.  The sum, together with
interest on it, shall be additional rent.
     Interest on Unpaid Rent:  Rent not paid when due shall bear interest at 
the rate of ten percent (10%) per annum from the date due until paid.

(5)
     Event of Default:  Each of the following acts or omissions of Lessee shall
constitute an "Event of Default":
     a.  Failure or refusal by Lessee to timely pay rent or other payments
hereunder.
     b.  Failure to perform or observe any other covenant or condition of this
Lease by Lessee to be performed or observed upon the expiration of a period of
ten (10) days following written notice to Lessee of such failure.
     c.  Abandonment or vacating of the Lease Premises or any significant
portion thereof.
     d.  The filing or execution or occurrence of:  a petition in bankruptcy or
other insolvency proceeding by or against Lessee, or petition or answer seeking
relief under any provision of the Bankruptcy Act.  Or any assignment for the
benefit of creditors or composition.  Or a petition or other proceeding by or
against the Lessee for the appointment of a trustee, receiver or liquidator of
Tenant or of any of Lessee's property.  Or a proceeding by any governmental
authority for the dissolution or liquidation of Lessee.
     Remedies:  a.  Upon the occurrence of an Event of Default, as enumerated
above, Lessor may, at its option, in addition to any other remedy or right
given hereunder or by law or equity, do any one or more of the following in
addition to any other remedy or right given hereunder or by law or equity, do
any one or more of the following in addition to all other rights herein set
forth:
     (1)  Terminate this Lease, in which event, Lessee shall immediately
          surrender possession of the Premises to Lessor;
     (2)  Enter upon and take possession of the Lease Premises and expel or
          remove Lessee and any other occupant therefrom, with or without 
          having terminated this Lease;
     (3)  Alter locks and other security devices at the Lease Premises.
     b.  Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of the
Lease Premises by Lessee, whether by arrangement or by operation of law, it
being understood that such surrender can be effected only by written agreement
of Lessor and Lessee.  All claims for damages by reason of such re-entry and/or
possession and/or alteration of locks or other security devices are hereby
waived as are all claims for damages by reason of any distress warrant, 
forcible detainer proceedings, sequestration proceedings or other legal
process.  Lessee agrees that any re-entry by Lessor may be pursuant to 
judgment obtained in forcible detainer proceedings or other legal proceedings
or without the necessity for any legal proceedings, as Lessor may elect, and
Lessor shall not be liable in trespass or otherwise.

(6)
     Lessor's Default:  Lessor shall be in default of this Lease if it fails or
refuses to perform any provision of this Lease that it is obligated to perform
if the failure to perform is not cured within thirty (30) days after notice of
the default has been given by Lessee to Lessor.
     If the default cannot reasonably be cured within thirty (30) days, Lessor
shall not be in default of this Lease if Lessor commences to cure the default
within the thirty (30) day period and diligently and in good faith continues to
cure the default.

(7)
     Lessee's Remedies:
     Lessee's Right to Cure Lessor's Default:  Lessee, at any time after Lessor
commits a default, can cure the default at Lessor's cost.  If Lessee at any 
time, by reason of Lessor's default, pays any sum or does any act that requires
the payment of any sum, the sum paid by Lessee shall be due immediately from
Lessor to Lessee at the time the sum is paid, and if paid at a later date shall
bear interest at the rate of ten percent (10%) per annum from the date the sum
is paid by Lessee until Lessee is reimbursed by Lessor.
     If Lessor fails to reimburse Lessee as required by this paragraph, Lessee
shall have the right to withhold from future rent due the sum Lessee has paid
until Lessee is reimbursed in full for the sum and interest on it.

(8)
     Lessee's Right to Perform Lessor's Obligations and Make Payments on Behalf
of Lessor:
     (a)  In addition to any other right to remedy of Lessee hereinbefore
provided, if Lessor shall fail to perform or observe any covenant or condition
contained in this lease, Lessee may, after ten (10) days' written notice to
Lessor, perform the same for the account of Lessor.
     (b)  If Lessor shall fail to pay within ten (10) days after due, any
installment of principal or interest on any mortgage paramount to this lease,
or any installment of taxes or assessments affecting the demised premises, or
shall fail to promptly remove any other lien or charge which could jeopardize
Lessee's right to possession of the demised premises as hereby granted, Lessee
may make such payment or effect such removal, unless Lessor shall notify Lessee
of any valid claim or setoff within the same ten (10) days.  Any such payment
or removal shall entitle Lessee to be subrogated to the lien or charge of the
item so paid in addition to the rights given Lessee under this paragraph.
     (c)  If Lessee shall make payment or advance or incur any expense for the
account of Lessor, pursuant to this paragraph or of any other provision of this
lease, Lessee shall be entitled to reimbursement thereof from Lessor together
with the interest at the rate of ten percent (10%) per annum.  Lessee may apply
such claim against subsequent monthly installments of rent and, if not
reimbursed at the expiration of the term hereby granted or any extensions
thereof, may remain in possession of the leased premises until completely
reimbursed.

(9)
     Defaults:  In the event either party hereto shall fail to comply with any
term, provision, or covenant of this lease and shall not cure such failure
within thirty (30) days after receipt of a written notice thereof or if such
failure shall be of such a nature that the same cannot be completely cured
within the said thirty (30) days and said party shall not have commenced to 
cure such failure within such thirty (30) day period and shall not thereafter
with reasonable diligence and good faith proceed to cure such failure, then an
event of default shall have occurred.
     Upon event of a material default by either party to this lease, the other
party may terminate this lease by giving thirty (30) days notice of termination
to the other party.
     In the event either the Lessor or Lessee is unable notwithstanding its
diligent effort within thirty (30) days after receiving notice of default to
cure any default as provided in this Article (    ) due to causes beyond its
control or due to laws, orders, or regulatoins of any federal, state, county or
municipal authorities, the termination provision of this Article (    ) will
not apply.
     The provisions of this Article (    ) do not apply to the obligations of
the Lessee to pay rent on the date due.

(10)
     Default:  If Lessor or its assignees defaults in any particular of its
covenants and obligations of this lease, then Lessee may elect upon giving to
the Lessor thirty (30) days' notice in writing of the breach by the Lessor or
any assignee of such covenant or condition of this lease to terminate this
lease without further obligation by Lessee or its assignee in the event that
Lessor or its assignee does not cure said breach within the thirty (30) day
period.
     If the Lessee shall fail to pay to the Lessor the rent and/or other sums
of money payable to the Lessor as and when due and payable hereunder and such
default shall be given to the Lessee by the Lessor, or in case the Lessee shall
fail to comply with any other provisions or conditions of this lease agreement,
upon its part to be kept and performed, and such default shall continue for a
period of thirty (30) days after written notice thereof shall be given to the
Lessee by the Lessor, or if the Lessee shall be adjudged bankrupt, or shall
make an assignment for the benefit of creditors, or if a receiver of any 
property of the Lessee in or upon said leased premises or for all or part of
Lessee's interest hereunder be appointed by any action, suit or proceeding, by
or against the Lessee, and such adjudication, assignment or appointment shall
not be vacated or annulled within sixty (60) days, or if the interest of the
Lessee in the leased premises shall be sold under execution or other legal
process.  It shall be lawful for the Lessor to enter upon said premises and 
again have, repossess and enjoy the same as if this lease had not been made,
and everything herein contained on the part of the Lessor to be done and 
performed shall cease and determine, without prejudice, however, to the right
of the Lessor to recover from the Lessee all rent due up to the time of such
entry by the Lessor.  Said Lessor may relet said leased premises for the
remainder of said term for the highest rent reasonably obtainable and may
recover from the Lessee any deficiency between the amount so obtained and the
rent herein reserved; however, the Lessor shall be obligated in such event to
make full and diligent effort to mitigate his damages by reletting said leased
premises for the best rent obtainable; and the Lessor may pursue any or all
rights and remedies in law and in equity, the foregoing rights and remedies set
forth being by way of example only and not by way of limitation or restriction.

(11)
     Enjoyment and Default of Lessee:

     1.  Lessor covenants and agrees that it, the Lessor, is seized of the
demised premises in fee simple and has a good right to execute this lease, and
that the Lessee, if the covenants of this lease to be paid and performed by the
Lessee are paid and performed, shall have the peaceable possession and quiet
enjoyment of said premises throughout said term without any hindrance or
molestation by the Lessor, or any person claiming lawfully under Lessor,
subject, however, to restrictions of record and legal highways and to the
conditions, restrictions and covenants of this lease.
     2.  Provided, however, that if said rent, or any part thereof, shall
remain unpaid for thirty (30) days after it shall become due, and without
demand therefore.  Or if the said Lessee, in violation of the covenant herein
contained shall assign or sublet this lease without the written consent of the
Lessor first had and obtained, or if the Lessee's interest herein shall be sold
under execution or other legal process without the written consent of the 
Lessor first had and obtained.  Or if the Lessee or any assignee shall fail to
keep any of the covenants of this lease, may, at the option of the Lessor in
the event that the Lessee or any assignee does not cure said breach within
thirty (30) days' period:
     (a)  Elect to terminate this lease, whereupon it shall be lawful for the
Lessor to re-enter said premises and the same to have again, repossess and 
enjoy as in the Lessor's first and former estate, and thereupon this lease and
everything herein contained on said Lessor's behalf to be done and performed 
shall cease, determine and be utterly void, but the Lessee, its successors and
assigns, shall be and remain liable to the Lessor for all loss damage suffered
or to be suffered by the Lessor because of the breach by the Lessee, its
successors or assigns, of any covenant, promise or condition on said Lessee's
part to be paid or performed prior to the date of such re-entry; i.e., if the
Lessor elects to use this option of termination, the Lessee's responsibility
shall be limited to the Lessor's loss or damage suffered up to the date of the
termination.  Or 
     (b)  Elect to treat this lease as continuing and re-enter and relet the
demised premises, or any part thereof, as agent of the Lessee for the best    
rent obtainable during all or part of the remaining period of the term.  In the
event the rentals received by the Lessor and the Lessor's action in that regard
shall be deemed to be for the account of the Lessee and the Lessee shall be and
remain liable for any deficiency in rental below the sum called for by the 
terms of this lease and, after deduction of the cost of discharging any other
debt or obligation of the lease under the terms of this lease, any excess of
such rentals over the amounts called for by this lease shall be paid over to
the Lessee.  The Lessee shall continue, nevertheless, to remain liable under
the terms of this lease.
     (c)  Permit the Lessee to remain in possession under this lease and bring
an action or successive actions for the damages suffered by the Lessor because
of any breach or breaches of any covenant or condition of this lease without
prejudice to the right of the Lessor to elect thereafter to pursue any other
remedy given under this lease or by law for any future breach or breaches of
covenant or condition of this lease by the Lessee.

(12)
DEFAULTS; REMEDIES:
     Defaults.  The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Lessee:
     (a) The vacating or abandonment of the Premises by Lessee.
     (bę Thň failurň b¨ Lesseň t´ makň an¨ paymen˘ oŠ ren˘ o˛ an¨ othe˛ payment
required to be made by Lessee hereunder, as and when due, where such failure
shall continue for a period of three (3) days after written notice thereof from
Lessor to Lessee.
     (c) The failure by Lessee to observe or perform any of the covenants,
conditions or provisions of this Lease to be observed or performed by Lessee,
other than described in Paragraph (b) above, where such failure shall continue
for a period of thirty (30) days after written notice thereof from Lessor to
Lessee; provided, however, that if the nature of Lessee's default is such that
more than thirty (30) day period and thereafter diligently prosecutes such cure
to completion.
     (d) (i) The making by Lessee of any general assignment, or general
arrangement for the benefit of creditors.  (ii) the filing by or against Lessee
of a petition to have Lessee adjudged a bankrupt or a petition for 
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Lessee, the same is dismissed within sixty
(60) days. (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within 
thirty (30) days; or (iv) the attachment, execution or other judicial seizure 
of substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days.
     Remedies in Default.  In the event of any such default or breach by 
Lessee, Lessor may at any time thereafter, with or without notice or demand and
without limiting Lessor in the exercise of any right or remedy which Lessor may
have by reason of such default or breach:
     (a) Terminate Lessee's right to possession of the Premises by any lawful
means, in which case this Lease shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor.  In such event Lessor shall be
entitled to recover from Lessee all damages incurred by Lessor by reason of
Lessee's default including, but not limited to, the cost of recovering
possession of the Premises.  Expenses of reletting, including necessary 
renovation and alteration of the Premises, reasonable attorney's fees, and any
real estate commission actually paid.  The worth at the time of award by the
court having jurisdiction thereof of the amount by which the unpaid rent for
the balance of the term after the time of such award exceeds the amount of such
rental loss for the same period that Lessee proves could be reasonably avoided;
and that portion of the leasing commission paid by Lessee applicable to the
unexpired term of this Lease.  In the event Lessee shall have abandoned the
Premises, Lessor shall have the option of (i) retaking possession of the
Premises and recovering from Lessee the amount specified in this Article (    )
(a), or (ii) proceeding under Article (    ) (b).
     (b) Maintain Lessee's right to possession, in which case this Lease shall
continue in effect whether or not Lessee shall have abandoned the Premises.  In
such event, Lessor shall be entitled to enforce all of Lessor's rights and
remedies under this Lease, including the right to recover the rent as it 
becomes due hereunder.
     (c) Pursue any other remedy now or hereafter available to Lessor under the
laws or judicial decisions of the State in which the Premises are located.
     Default by Lessor:  Lessor shall not be in default unless Lessor fails to
perform obligations required of Lessor within a reasonable time, but in no
event later than thirty (30) days after written notice by Lessee to Lessor and
to the holder of any first mortgage or deed of trust covering the Premises
whose name and address shall have theretofore been furnished to Lessee in 
writing, specifying wherein Lessor has failed to perform such obligation.
Provided, however, that if the nature of Lessor's obligation is such that more
than thirty (30) days are required for performance then Lessor shall not be in
default if Lessor commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion.

(13)
REMEDIES:
     a)  Each of the following acts or omissions of Lessee or occurrences shall
constitute an "Event of Default":
      1.  Failure or refusal by Lessee to timely pay rent or other payments
          hereunder within five (5) days of Lessee's receipt of written notice
          of such failure.
      2.  Failure to perform or observe any other covenant or condition of this
          Lease by Lessee to be performed or observed upon the expiration of a
          period of ten (10) days following written notice to Lessor of such
          failure.
      3.  Abandonment or vacating of the Leased Premises or any significant
          portion thereof for a continuous period of more than thirty (30) 
          days.
      4.  The filing or execution or occurrence of:  a petition in bankruptcy
          or other insolvency proceedings by or against Lessee; or petition or
          answer seeking relief under any provision of the Bankruptcy Act; or
          an assignment for the benefit of creditors or composition; or a
          petition or other proceeding by or against the Lessee for the
          appointment of a trustee, receiver or liquidator of Lessee or a
          proceeding by any governmental authority for the dissolution or
          liquidation of Lessee.
     b)  Upon the occurrence of an Event of Default, as enumerated above, 
Lessor may, at Lessor's option, in addition to any other remedy or right given
hereunder or by law or equity do any one or more of the following:
      1.  Terminate this Lease, in which event, Lessee shall immediately 
          surrender possession of the premises to Lessor.
      2.  Enter upon and take possession of the Leased Premises and expel or
          remove Lessee and any other occupant therefrom, with or without 
          having terminated the Lease.
      3.  Alter locks and other security devices at the Leased Premises.
     c)  Exercise by Lessor of any one or more remedies hereunder granted or
otherwise available shall be deemed to be an acceptance of surrender of the
premises by Lessor.
     d)  In the event Lessor elects to terminate the Lease by reason of an
Event of Default, then notwithstanding such termination, Lessee shall be liable
for and shall pay to Lessor, at ________________ the sum of all rent and other
indebtedness accrued to the date of such termination, plus, as damages, an
amount equal to the then present value of rent reserved hereunder for the re-
maining portion of the lease term (had such term not been terminated by Lessor
 prior to date of expiration stated in Paragraph 2), less the then present
value of the then fair rental value of the Leased Premises for such period.
     e)  In the event that Lessor elects to repossess the premises without
terminating the Lease, then Lessee shall be liable for and shall pay to Lessor
at ____________________ all rent and other indebtedness accrued to date of such
repossession, plus rent required to be paid by Lessee to repossession, plus
rent required to be paid by Lessee to Lessor during the remainder of the lease
term until the date of expiration of the term as stated in Paragraph (    ), 
diminished by any net sums thereafter received by Lessor through reletting the
Leased Premises or any part thereof upon such terms and conditions as may be
obtained using good business judgment.
     f)  In case of an Event of Default, Lessee shall also be liable for and
shall pay to Lessor, at ____________________, in addition to any sum provided 
to be paid above:  broker's fee incurred by Lessor in connection with reletting
the whole or any part of the premises.   The costs of removing and storing
Lessee's or other occupant's property; the costs of repairing the Leased
Premises; and all reasonable expenses incurred by Lessor in enforcing Lessor's
remedies, including reasonable attorneys' fees.
     g)  If Lessee should fail to make any payment or cure any default 
hereunder within the time herein permitted, Lessor, without being under any
obligation to do so and without thereby waiving such default, may make such
payment and/or remedy such other default for the account of Lessee (and entered
the Leased Premises for such purpose), and thereupon Lessee shall be obligated
to, and hereby agrees, to pay Lessor, upon demand, all cost, expenses and
disbursements (including reasonable attorneys' fees) incurred by Lessor in
taking such remedial action.
     h)  In the event of any default by Lessor, Lessee's remedy shall
include, but is not limited to an action for damages, but prior to any such
action Lessee will give Lessor written notice specifying such default with
particularity, and Lessor shall thereupon have ten (10) days in which to cure
any such default.  Unless and until Lessor fails to so cure any default after
such notice Lessee shall not have any remedy or cause of action by reason
thereof.  All obligations of Lessor hereunder will be construed as covenants
and conditions; and all such obligations will be binding upon Lessor only 
during the period of its possession of the Building and not thereafter.
     The term "Lessor" shall mean only the owner, for the time being of the
Building, and in the event of the transfer by such owner of its interest in
the Building, such owner shall thereupon be released and discharged from all
covenants and obligations of the Lessor thereafter accruing, provided each new
owner assumes, by written notice to Lessee, each and every covenant, condition
and obligation outstanding or thereafter accruing under this Lease.

(14)
     Default:  If the Lessee shall default in the performance of any of its
obligations pursuant to this lease and if such default shall continue for ten
(10) days after written notice thereof by the Lessor to the Lessee, (except 
that if the Lessee cannot cure any such default within said ten (10) day 
period, said period shall be extended for a reasonable additional period,
provided that the Lessee commences to cure such default within said ten (10)
day period and proceeds diligently thereafter to effect such cure).  If the
Lessee shall be adjudicated bankrupt or insolvent according to law, or shall
make an assignment for the benefit of creditors, then and in any of said cases,
the Lessor may lawfully enter into and upon the Premises or any part thereof in
the name of the whole, and repossess the same as of the former estate of the
Lessor and expel the Lessee and those claiming under the Lessee without being
deemed guilty of any manner of trespass and without prejudice to any remedies
which might otherwise be used for arrears of rent or preceding breach of
covenant, and upon entry as aforesaid, this lease shall terminate and the 
Lessee covenants that in case of such termination, it will indemnify the Lessor
against all unavoidable loss of rent which the Lessor may incur by reason of
such termination during the residue of the term above specified.

(15)
     If Lessee defaults in the performance or observance of any of its 
obligations hereunder and fails to cure the same within 10 days after the
receipt by Lessee of written notice from Lessor of such default, Lessor may at
its election terminate this lease by giving further written notice to Lessee
and shall be entitled to recover any damages it may have suffered by reason of
such default by Lessee.  Provided, however, that if any such default on 
Lessee's part cannot by the exercise of due diligence be cured within such 10
day period, Lessor shall not have the right to terminate this Lease or recover
damages as aforesaid if Lessee within such 10 day period has taken all
necessary steps to begin the cure of such default so as to effect said cure as
soon after the expiration of such 10 day period as may be feasible.

(16)
     If Lessor defaults in the performance or observance of any of its 
obligations hereunder and fails to cure the same within 10 days after the
receipt by Lessor of written notice from Lessee of such default, Lessee may at
its election terminate this Lease by giving further written notice to Lessor
and shall be entitled to recover any damages it may have suffered by reason of
such default by Lessor. Provided, however, that if any such default on Lessor's
part cannot by the exercise of due diligence be cured within such 10 day
period, Lessee shall not have the right to terminate this Lease or recover
damages as aforesaid if Lessor within such 10 day period has taken all
necessary steps to begin the cure of such default so as to effect said cure as
soon after the expiration of such 10 day period as may be feasible.  In 
addition to or as an alternative to the foregoing, in the event of default by
Lessor in the performance or observance of any of its obligations hereunder and
failure by Lessor to cure or begin the cure of such default within 10 days
after the receipt by Lessor of written notice from Lessee of such default,
Lessee may withhold payment of the monthly rent until the default has been    
cured and may at its election cure such default for and at the expense of 
Lessor and deduct such cost and expense from the rent payable hereunder.

(17)
     Default:
A.   The occurrence of any one or more of the following events shall constitute
a material breach by Lessee:
     (1)  The failure by Lessee to make any payment of rent or any other 
          payment required to be made by Lessee hereunder, as and when due,
          where such failure shall continue for a period of twenty (20) days
          after written notice thereof from Lessor to Lessee.
     (2)  The failure by Lessee to observe or perform any of the covenants,
          conditions or provisions of this lease where such failure shall
          continue for a period of thirty (30) days after written notice 
          thereof from Lessor to Lessee provided, however, that if the nature 
          of Lessee's default is such that it cannot be cured solely by payment
          of money and that more than thirty (30) days may be reasonably 
          required for such cure, then Lessee shall not be deemed to be in
          default in Lessee shall commence such cure with such thirty (30) day
          period and shall therafter diligently prosecute such cure to 
          completion.
     (3)  (a)  The making of any general arrangement or any assignment by 
               Lessee for the benefit of creditors.
          (b)  The filing by or against Lessee of a petition to have Lessee
               adjudged a bankrupt or a petition of reorganization or
               arrangement under and law relating to bankruptcy (unless in the
               case of a petition, it is dismissed within ninety (90) days).
          (c)  The appointment of a trustee or receiver to take possession of
               substantially all of Lessee's assets.
          (d)  The attachment, execution or other judicial seizure of
               substantially all of Lessee's assets.
B.   In the event of any material breach of this lease by Lessee, then Lessor,
in addition to other rights or remedies it may have, shall have the right to
terminate this lease upon fifteen (15) days written notice to Lessee, and also
the right, with or without termination of this lease, of re-entry upon and
taking possession of the Premises and Lessor may remove all persons and 
property from the Premises.  Such property may be removed and stored in any 
other place in the Building or in any other reasonably secure place for the
account of and at the expense and risk of Lessee.  Lessee hereby waives all
claims for damages which may be caused by the re-entry of Lessor and taking
possession of the Premises or removing or storing the furniture and property as
herein provided and shall save Lessor harmless from any costs or damages
occasioned Lessor thereby, and no such re-entry shall be considered or be
construed to be a forcible entry.  Should Lessor elect to re-enter, as herein
provided, or should it take possession pursuant to legal proceedings or 
pursuant to any notice provided for by law, Lessor may either terminate this
lease or Lessor may, from time to time, without terminating the Lease, relet
the Premises or any part thereof for such term or terms and at such rental or
rentals and upon such other terms and conditions as may be reasonable with the
right to make minor alterations and repairs to the Premises.  Rental received
by Lessor from such reletting shall be applied first to the payment of any
costs of such reletting including reasonable brokerage fees and the residue, if
any, shall be held by Lessor and applied in payment of future rent as the same
may become due and payable hereunder.  Should such rentals received from such
reletting during any month be less than one-twelfth (1/12th) of the annual rent
reserved hereunder, the Lessee shall pay such deficiency to Lessor.  Such
deficiency shall be calculated and paid monthly.  No such re-entry or taking
possession of the Premises by Lessor shall be construed as an election on its
part to terminate this Lease, unless a written notice of such intention be
given to Lessee, in which event, Lessee's obligations to Lessor shall forthwith
cease, or unless the termination thereof be decreed by a court of competent
jurisdiction.

(18)
DEFAULT
     (a)  If Lessee shall fail to pay any rent to Lessor when the same is due
and payable under the terms of this lease and such default shall continue for a
period of ten (10) days after written notice thereof has been given to Lessee 
by Lessor, or if the Lessee shall fail to perform any other duty or obligation
imposed upon it by this Lease and such default shall continue for a period of
thirty (30) days after written notice thereof has been given to Lessee by
Lessor, or if the Lessee shall be adjudged bankrupt, or shall make a general
assignment for the benefit of its creditors, or if a receiver of any property
of Lessee in or upon the leased premises by appointed in any action, suit, or
proceeding by or against Lessee and such appointment shall not be vacated or
annulled within sixty (60) days, or if the interest of Lessee in the leased
premises shall be sold under execution or other legal process, then and in any
such event Lessor shall have the right to enter upon the premises and again
have, repossess, and enjoy the same as if this lease had not been made.
Thereupon this lease shall terminate without prejudice, however, to the right
of Lessor to recover from Lessee all rent due and unpaid up to the time of such
re-entry.  In the event of any such default and re-entry, Lessor shall have the
right to relet the leased premises for the remainder of the then existing term
whether such term be the initial term of this lease or any renewed or extended
term, for the highest rent then obtainable, and to recover from Lessee the
difference between the rent reserved by this lease and the amount obtained 
through such reletting less the costs and expenses reasonably incurred by 
Lessor in such reletting, less the reasonable costs and expenses thereof, shall
exceed the rent herein reserved, Lessor shall pay such excess to Lessee.
     (b)  If Lessor shall fail to perform any duty or obligation imposed upon
it by this lease and such default shall continue for a period of thirty (30) 
days after written notice thereof has been given by Lessee, then and in such
event Lessee may, at its option, terminate this lease without prejudice to its
right to recover appropriate damages from Lessor.  Upon termination of this
lease pursuant to this provision, all obligations of Lessee arising under this
lease, including payment of rent, shall cease.

(19)
DEFAULT AND REMEDIES
(a)  Lessor shall have the right to terminate this Lease or to terminate 
Lessee's right of possession without terminating this Lease in the event that:
     1.  Any monthly rent is not paid within ten (10) days after the due date
     thereof and continues to remain unpaid for a period of 10 days after
     written notice of such nonpayment is given by Lessor to Lessee.
     2.  Lessee fails to correct or cure its breach of any covenant or 
     agreement of Lessee contained in this Lease, except with respect to
     nonpayment of rent, within thirty (30) days after Lessor has notified 
     Lessee in writing of any such breach thereof.
     3.  A proceeding is commenced to declare Lessee bankrupt or insolvent, or
     any assignment of Lessee's property is made for the benefit of creditors,
     or a receiver of Trustee is appointed for Lessee or Lessee's property or
     business, and such proceeding is not dismissed or such receiver or trustee
     not removed within a period of thirty (30) days thereafter.
(b)  The rights in Lessor as set out above shall be in addition to and not
exclusive of such other rights as Lessor has or causes of action that may
accrue to Lessor because of Lessee's failure to fulfill, perform or observe the
agreements or covenants of this lease.

(20)
     Default.  In the event Lessor defaults in carrying out any of its
obligations under this Lease for a period of ten (10) days after written demand
for compliance is made by Lessee upon Lessor, Lessee shall have the option to:
     (a)  correct such default at its own expense and deduct the full amount of
          such expense from future rental payments.   or
     (b)  serve Lessor with a second written notice demanding correction of 
          such default within twenty (20) days of receipt of such notice.
     In the event Lessor fails to correct the default within the time 
prescribed in the second notice as set forth in sub-paragraph (b) above, Lessee
shall have the right to terminate this Lease forthwith.
     In the event Lessee defaults in carrying out any of its obligations under
this Lease for a period of thirty (30) days after written demand for compliance
is made by Lessor upon Lessee or Lessee is not diligently attempting to cure 
such default, Lessor may, at its option, terminate this Lease forthwith.
     Remedies Cumulative.  The remedies of the parties hereto as set forth in
this Lease are cumulative and are in addition to all other remedies available
under the laws, ordinances, statutes and codes of the State of ________________
or at equity.

(21)
     Defaults.  Lessee further agrees that any one or more of the following
events shall be considered events of default as said term is used herein, that
is to say, if:
     (a)  Lessee shall be adjudged an involuntary bankrupt, or a decree or 
          order approving, as properly filed, a petition or answer filed 
          against Lessee asking reorganization of Lessee under the Federal
          bankruptcy laws as now or hereafter amended, or under the laws of any
          State, shall be entered, and any such decree or judgment or order
          shall not have been vacated or set aside within sixty (60) days from
          the date of the entry or granting thereof.  Or
     (b)  Lessee shall file or admit the jurisdiction of the court and the
          material allegations contained in, any petition in bankruptcy, or any
          petition pursuant or purporting to be pursuant to the Federal 
          bankruptcy laws as now or hereafter amended, or Lessee shall
          institute any proceedings or shall give its consent to the
          institution of any proceedings for any relief of Lessee under any
          bankruptcy or insolvency laws or any laws relating to the relief of
          debtors, readjustment of indebtedness, reorganization, arrangements,
          composition or extension.  Or
     (c)  Lessee shall make any assignment for the benefit of creditors or
          shall apply for or consent to the appointment of a receiver for 
          Lessee or any of the property of Lessee.  Or
     (d)  The Leased Premises are levied upon by any revenue officer or similar
          officers.  Or
     (e)  A decree or order appointing a receiver of the property of Lessee
          shall be made and such decree or order shall not have been vacated 
	  or set aside within sixty (60) days from the date of entry or 
	  granting thereof.  Or
     (f)  Lessee shall abandon the Leased Premises or vacate the same during
          the term hereof.  Or
     (g)  Lessee shall default in any monthly payments of rent or in any other
          payment required to be made by Lessee hereunder when due as herein
          provided and such default shall continue for five (5) days after
          notice thereof in writing to Lessee.  Or
     (h)  Lessee shall fail to contest the validity of any lien or claimed 
	  lien and give security to Lessor to insure payment thereof, or 
	  having commenced to contest the same and having given such security,
	  shall fail to prosecute such contest with diligence, or shall fail 
	  to have the same released and satisfy any judgment rendered thereon,
	  and such default continues for ten (10) days after notice thereof in
	  writing to Lessee.  Or
     (i)  Lessee shall default in any of the other covenants and agreements 
          herein contained to be kept, observed and performed by Lessee, and
          such default shall continue for thirty (30) days after notice 
	  thereof in writing to Lessee.  Or
     (j)  Lessee shall repeatedly be late in the payment of rent or other
          charges required to be paid hereunder or shall repeatedly default in
          the keeping, observing, or performing of any other covenants or
          agreements herein contained to be kept, observed or performed by
          Lessee (provided notice of such payment or other defaults shall have
          been given to Lessee, but whether or not Lessee shall have timely
          cured any such payment or other defaults of which notice was given).
     Upon the occurrence of any one or more material events of default, Lessor
may at its election terminate this Lease or terminate Lessee's right to
possession only, without terminating the Lease.  Upon termination of this Lease
or of Lessee's right to possession, Lessor may re-enter the Leased Premises 
with or without process of law using such force as may be necessary, and remove
all persons, fixtures, and chattels therefrom and Lessor shall not be liable
for any damages resulting therefrom.  Upon termination of the Lease, or upon
any termination of the Lessee's right to possession without termination of the
Lease, the Lessee shall surrender possession and vacate the Leased Premises
immediately, and deliver possession thereof to the Lessor, and hereby grants to
the Lessor the full and free right, without demand or notice of any kind to
Lessee (except as hereinabove expressly provided for), to enter into and upon
the Leased Premises in such event with or without process of law and to 
repossess the Leased Premises as the Lessor's former estate and to expel or
remove the Lessee and any others who may be occupying or within the Leased
Premises without being deemed in any manner guilty of trespass, eviction, or
forcible entry or detainer without incurring any liability for any damage
resulting therefrom and without relinquishing the Lessor's rights to rent or
any other right given to the Lessor hereunder or by operation of law.  Upon
termination of the Lease, Lessor shall be entitled to recover as damages, all
rent and other sums due and payable to Lessee on the date of termination, plus
(1) the amount equal to the value of the rent and other sums provided herein to
be paid by Lessee for the residue of the stated term hereof, less the fair
rental value of the Leased Premises for the residue of the stated term (taking
into account the time and expenses necessary to obtain a replacement tenant or
tenants, including expenses hereinafter described relating to recovery of the
premises, preparation for reletting and for reletting itself); and (2) the cost
of performing any other covenants to be performed by Lessee.  If the Lessor
elects to terminate the Lessee's right to possession only, without terminating
the Lease, the Lessor may, at the Lessor's option enter into the Leased 
Premises, remove the Lessee's signs and other evidences of tenancy, and take 
and hold possession thereof as hereinabove provided, without such entry and
possession terminating the Lease or releasing the Lessee, in whole or in part,
from the Lessee's obligations to pay the rent hereunder for the full term or
from any other of its obligations under this Lease.  Lessor may, but shall be
under no obligation to so to do, relet all or any part of the Leased Premises
for such rent and upon such terms as shall be satisfactory to Lessor (including
the right to relet the Leased Premises for a term greater or lesser than that
remaining under the Lease term, and the right to relet the Leased Premises as a
part of a larger area, and the right to change the character or use made of the
Leased Premises).  For the purpose of such reletting, Lessor may decorate or 
make any repairs, changes, alterations or additions in or to the Leased 
Premises that may be necessary or convenient.  If Lessor does not relet the
Leased Premises, Lessee shall pay to Lessor on demand damages equal to the
amount of the rent, and other sums provided herein to be paid by Lessee for the
remainder of the Lease term.  If the Leased Premises are relet and a sufficient
sum shall not be realized from such reletting after paying all of the expenses
of such decorations, repairs, changes, alterations, additions, the expenses of
such reletting and the collection of the rent accruing therefrom (including,
but not by way of limitation, attorneys' fees and brokers' commissions), to
satisfy the rent herein provided to be paid for the remainder of the Lease
term, Lessee shall pay to Lessor on demand any deficiency and Lessee agrees 
that Lessor may file suit to recover any sums falling due under the terms of
this Section from time to time.  If Lessee shall default under subsection (i)
hereof, and if such default cannot with due diligence be cured within a period
of thirty (30) days, and if notice thereof in writing shall have been given to
Lessee, and if Lessee promptly commences to eliminate the cause of such 
default, then Lessor shall not have the right to declare said term ended by
reason of such default or to repossess the Leased Premises without terminating
the Lease so long as Lessee is proceeding diligently and with reasonable dis-
patch to take all steps and do all work required to cure such default and does
so cure such default, provided, however, that the curing of any default in such
manner shall not be construed to limit or restrict the right of Lessor to dec-
lare the term ended or to repossess without terminating the Lease, and to en
enforce all of its rights and remedies hereunder for any other default not so
cured.
     Remedies Cumulative.  No remedy herein or otherwise conferred upon or
reserved to Lessor shall be considered to exclude or suspend any other remedy
but the same shall be cumulative and shall be in addition to every other remedy
given hereunder, or now or hereafter existing at law or in equity or by 
statute, and every power and remedy given by this Lease to Lessor may be
exercised from time to time and so often as occasion may arise or as may be
deemed expedient.
     No Waiver.  No delay or omission of Lessor to exercise any right or power
arising from any default shall impair any such right or power to be construed
to be a waiver of any such default or acquiescence therein.  No waiver of any
breach of any of the covenants of this Lease shall be construed, taken, or held
to be a waiver of any other breach or waiver, acquiescence in or consent to any
further or succeeding breach of the same covenant.  The acceptance by Lessor of
any payment of rent or other charges hereunder after the termination by Lessor
of this Lease or of Lessee's right to possession hereunder shall not, in the
absence of agreement in writing to the contrary by the Lessor, be deemed to 
restore this Lease or Lessee's right to possession hereunder, as the case may
be, but shall be construed as a payment on account, and not in satisfaction of,
damages due from Lessee to Lessor.

(22)
     Re-Entry Upon Default:  Lessee further agrees that any one or more of the
following events shall be considered events of default as said term is used
herein, that is to say, if 
     (a)  Lessee shall be adjudged a bankrupt, or a decree or order approving,
     as properly filed, a petition or answer asking reorganization of Lessee
     under the Federal bankruptcy laws as now or hereafter amended, or under
     the laws of any State, shall be entered, and any such decree or judgment
     or order shall not have been vacated or stayed or set aside within sixty
     (60) days from the date of the entry or granting thereof.  Or
     (b)  Lessee shall file or admit that the jurisdiction of the court and the
     material allegations contained in, any petition in bankruptcy, or any
     petition pursuant or purporting to be pursuant to the Federal bankruptcy
     laws as now or hereafter amended, or Lessee shall institute any 
     proceedings or shall give its consent to the institution of any 
     proceedings for any relief of Lessee under any bankruptcy or insolvency
     laws or any laws relating to the relief of debtors, readjustment of
     indebtedness, reorganization, arrangements, composition or extension.  Or
     (c)  Lessee shall make any assignment for the benefit of creditors or 
     shall apply for or consent to the appointment of a receiver for Lessee or
     any of the property of Lessee.  Or
     (d)  A decree or order appointing a receiver of the property of Lessee
     shall be made and such decree or order shall not have been vacated, stayed
     or set aside within sixty (60) days from the date of entry or granting
     thereof.  Or
     (e)  Lessee shall vacate the leased premises or abandon the same during
     the term hereo .  Or
     (f)  Lessee shall make defaut in any monthly payments of basic rent
     required to be made by Lessee hereunder when due as herein provided and
     such default shall continue for twenty (20) days after notice thereof in
     writing to Lessee.  Or
     (g)  Lessee shall make default in any of the other covenants and
     agreements herein contained to be kept, observed and performed by Lessee,
     and such default shall continue for sixty (60) days after notice thereof
     in writing to Lessee.
     Upon the occurrence of any one or more of such events of default, it shall
be lawful for Lessor, at its election, to declare the said term ended, and the
said demised premises and the buildings and improvements then situated thereon
or any part thereof, either with or without process of law, to re-enter and to
expel, remove and put out, Lessee and all persons occupying said premises under
Lessee, using such force as may be necessary in so doing, and the said premises
and the buildings and improvements then situated thereon, again to repossess
and enjoy as in their first and former estate, without such re-entry and
repossession working a forfeiture of the rents to be paid and the covenants to
be performed by Lessee during the full term of this Lease.  If default shall be
made in any covenant, agreement, condition or undertaking herein contained to
be kept, observed and performed by Lessee, other than the payment of rent as
herein provided, which cannot with due diligence be cured within a period of
sixty (60) dys, and if notice thereof in writing shall have been given to
Lessee, and if Lessee, prior to the expiration of sixty (60) days from and
after the giving of such notice, commences to eliminate the cause of such
default and proceeds diligently and with reasonable dispatch to take all steps
and do all work required to cure such default and does so cure such default,
then Lessor shall not have the right to declare the said term ended by reason
of such default.  Provided, however, that the curing of any default in such
manner shall not be construed to limit or restrict the right of Lessor to
declare the said term ended and enforce all of its rights and remedies 
hereunder for any other default not so cured.
     The foregoing provisions for the termination of this Lease for any default
in any of its covenants, shall not operate to exclude or suspend any other
remedy of Lessor for breach of any of said covenants or for the recovery of
said rent or any advance of Lessor made thereon, and in the event of the
termination of this Lease as aforesaid, Lessee agrees to indemnify and save
harmless Lessor from any loss arising from such termination and re-entry in
pursuance thereof, and to that end Lessee agrees to pay Lessor, after such
termination and re-entry and upon demand, all reasonable expenses of re-
letting, including, without limiting the generality of the foregoing, the
reasonable costs of decorating and restoring the premises, brokers'
commissions and Lessor's attorneys' fees, plus, at the end of each month of the
demised term, the difference between the net income actually received by Lessor
from said demised premises during such month and the rent agreed to be paid by
the terms of this Lease during such month.

(23)
     ARTICLE      --DEFAULT:  If one or more of the following events shall
occur, that is to say:
     (a)  If Lessee shall make a general assignment for the benefit of
creditors, or file a voluntary petition in bankruptcy or a petition or answer
seeking its reorganization or the readjustment of its indebtedness under the
Federal Bankruptcy Laws or any other statute of the United States or any state
thereof or consent to the appointment of a receiver, trustee or liquidator of
all or substantially all of the property of Lessee.
     (b)  If by order or decree of a court of competent jurisdiction Lessee
shall be adjudged bankrupt or an order shall be made approving a petition filed
by any of the creditors or stockholders of Lessee seeking its reorganization or
the adjustment of its indebtedness under the Federal Bankruptcy Laws or any
statute of the United States or any State thereof, and such judgment or order
is not stayed or vacated within ______ days after Lessor shall have demanded in
writing that action be taken to stay or vacate such judgment or order;
     (c)  If Lessee shall voluntarily abandon and discontinue the conduct and
operation of its business on the property.
     (d)  If Lessee shall fail to pay the rent or other charges required by
this Lease and shall not remedy such failure within _____ days after written
notice thereof shall be given to Lessee by Lessor.
     (e)  If Lessee shall default in the performance of any of the other terms,
covenants and conditions of this Lease and Lessee shall fail to cure such
default within a period of ______ days after receipt from Lessor of demand in
writing that such default be cured; or as to any such default which, by its
nature cannot be reasonably cured within _____ days, shall fail to take action
to do so promptly and in good faith within said _____ period and shall 
thereafter fail diligently to proceed with the cure of such default.
then, in any such case, it shall be lawful for Lessor to re-enter the Property
and again have, repossess and enjoy the same as if this Lease had not been
made, and thereupon the Lease shall cease, terminate and be utterly null and
void, without prejudice, however, to the right of Lessor to retain the total
rental paid, due or to become due with respect to the balance of the term
hereunder as damages for such breach, which right and damages are hereby
mutually agreed to by Lessor and Lessee and shall be in addition to any other
rights and damages Lessor may have or be entitled to in the law.  The
commencement of a proceeding or suit, in forcible entry, ejectment, or 
eviction, or otherwise, after any default by the Lessee shall be equivalent to
actual entry by the Lessor.  In the event of any such default and entry by
Lessor, Lessor may retain from the total rental paid by Lessee the excess of
said rental over the amount received as the result of a reletting for the
balance of the term hereof.
(optional) for (d) above:
(f)  If Lessee shall fail to pay the rent or other charges required by this
Agreement and Lease and shall not remedy such failure within _____ business 
days after receipt of written notice thereof to Lessee from Lessor.

(24)
     ARTICLE      --OWNER MAY CURE DEFAULTS.  In the event of any breach 
hereunder by Lessee and expiration of the applicable cure period, Lessor may, 
on reasonable notice to Lessee, cure such breach for the account and at the
reasonable expense of Lessee.  If Lessor at any time, by reason of such breach,
is compelled to pay, or elects to pay, any sum of money or do any act which
will require the payment of any sum of money, or is compelled to incur any
expense, including attorney's fees, in instituting, prosecuting and/or
defending any action or proceeding to enforce Lessor's rights hereunder or
otherwise, the reasonable sum or sums so paid by Lessor, with all interest,
costs, and damages, shall be deemed to be additional rent hereunder, secured
hereby, and shall be due from Lessee to Lessor on the first day of the month
following the incurring of such respective expenses.
     Should Lessor default in performance of any of its obligations under this
Agreement and Lease, Lessee, after notice to Lessor, may perform the same for
the account and at the reasonable expense of Lessor, all on the same terms
applicable to Lessor's aforesaid rights, and the reasonable costs and expenses
incurred by Lessee shall be due and payable by Lessor upon demand, or may be
deducted, at Lessee's election from rents and taxes payable hereunder.

(25)
     In the event of any breach hereunder by the Lessee, the Lessor may, on
reasonable notice to the Lessor, cure such breach for the account and at the
expense of Lessee.  If the Lessor at any time, by reason of such breach, is
compelled to pay, or elects to pay, any sum of money or do any act which will
require the payment of any sum of money, or is compelled to incur any expense,
including reasonable attorneys' fees, in instituting, prosecuting and/or
defending any action or proceeding to enforce the Lessor's rights hereunder or
otherwise, the sum or sums so paid by the Lessor, with all interest, costs and
damages, shall be deemed to be additional rent hereunder and shall be due from
the Lessee to the Lessor on the first day of the month following the incurring
of such respective expenses.

(26)
     REMEDIES TO BE CUMULATIVE:  No remedy herein or otherwise conferred upon 
or reserved to Lessor, shall be considered exclusive of any other remedy, but
the same shall be cumulative and shall be in addition to every other remedy
given hereunder now or hereafter existing at law or in equity or by statute,
and every power and remedy given by this Lease to Lessor may be exercised from
time to time and as often as occasion may arise or as may be deemed expedient.
No delay or omission of Lessor to exercise any right or power arising from any
default, shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein.
     No waiver of any breach of any of the covenants of this Lease shall be
construed, taken or held to be a waiver of any other breach or waiver,
acquiescence in or consent to any further or succeeding breach of the same
covenant.
     Neither the rights herein given to receive, collect, sue for or distrain
for any rent or rents, moneys or payments, or to enforce the terms, provisions
and conditions of this Lease, or to prevent the breach or non-observance 
thereof, or the exercise of any such right or of any other right or remedy
hereunder or otherwise granted or arising, shall in any way affect or impair or
toll the right or power of Lessor to declare the term hereby granted ended, and
to terminate this Lease as provided for in this Lease, because of any default 
in or breach of the covenants, provisions or conditions of this Lease.

(27)
     Cumulative Remedies:  No remedy or election hereunder shall be deemed
exclusive, but shall wherever possible, be cumulative with all other remedies
at law or in equity.

(28)
     The rights and remedies hereby created are cumulative and the use of one
remedy shall not be taken to exclude or waiver the right to use of another.

(29)
     ARTICLE     --REMEDIES CUMULATIVE:  The rights given to Lessor and Lessee
herein are cumulative and in addition to any rights that may be given to Lessor
and Lessee by any statute or otherwise.

(30)
     The rights given to the Lessor herein are in addition to any rights that
may be given to the Lessor by any statute or otherwise.

(31)
     The rights given to Lessor herein are cumulative and in addition to any
rights that may be given to Lessor by any statute or otherwise.

(32)
     ADDENDA:  Cross-Default:  That certain letter agreement by and among
Lessor, Lessee and _____________________________________________________ dated
of even date herewith, is, by this reference incorporated into and made a part
of this lease, so that a violation by either Lessor or ________________________
________________ of any agreement, covenant, representation or warranty 
contained in said letter agreement, shall be a material violation of the terms
of this Lease, thereby giving Lessee the option to terminate this Lease 
pursuant to its terms.
     Lessor's Right to Cure:  Lessor shall give Lessee written notice of any
default by Lessee, and if Lessee.
    (i)  fails to commence to comply within fifteen (15) working days of
          receipt of said notice; or
    (ii)  after commencing to comply, does not do so within a reasonable time
          thereafter.
Lessor may, but shall not be obligated to, cure any such default by Lessee
(specifically including, but not by way of limitation, Lessee's failure to
obtain insurance, make repairs or satisfy lien claims).  Whenever Lessor cures
any such defaults, all reasonable costs and expenses paid by Lessor as
evidenced by paid invoices shall be so much additional rent due on the next
rent date after such payment.
     Lessee's Right to Cure:  In the event Lessor shall not comply with its
obligations as set forth in this Lease, Lessee may give written notice of such
noncompliance to Lessor, and if Lessor.
     (i)  fails to commence to comply within fifteen (15) working days of
          receipt of said notice.  Or

    (ii)  after commencing to comply, does not do so within a reasonable time
          thereafter.
Lessee may cure said obligations and may withhold a reasonable amount in
connection therewith from rent accruing thereafter, provided Lessee first
furnishes Lessor with a receipted invoice evidencing payment of said 
obligations.

(33)
     Lessor's Performance of Lessee's Covenants:  Should Lessee at any time 
fail to do any of the things required to be done by it under the provisions of
this Lease, Lessor, at its option and pursuant to the provisions relating to
notice contained in Section _____, may (but shall not be required to) do the
same or cause the same to be done, and the amounts paid by Lessor in connection
therewith 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.

(34)
     Covenants Run with Land:  All of the covenants, agreements, conditions and
undertakings in this Lease contained 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 shall be construed as covenants running with the land, 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.
     The term "Lessor" as used in this Lease, so far as covenants or
obligations on the part of Lessor are concerned, shall be limited to mean and
include only the owner or owners at the time in question of the fee of the
demised premises, and in the event of any transfer or transfers of the title to
such fee, Lessor herein named (and in case of any subsequent transfers or
conveyances, the then grantor) shall be automatically freed and relieved, from
and after the date of such transfer or conveyance, of all personal liability as
respects the performance of any covenants or obligations on the part of Lessor
contained in this Lease thereafter to be performed.  Provided that any funds in
the hands of such Lessor or the then grantor at the time of such transfer, in
which Lessee has an interest, shall be turned over to the grantee, and any
amount then due and payable to Lessee by Lessor or the then grantor under any
provisions of this Lease, shall be paid to Lessee.

(35)
     Lessor Means Owner:  The term "Lessor" as used in this Lease, so far as
covenants or obligations on the part of Lessor are concerned, shall be limited
to mean and include only the owner or owners at the time in question of the
Leasehold Estate as described in certified copies of Leases of Parcels A, B and
C, identified as Group Exhibit C, attached hereto and made a part hereof.  In
the event of any transfer or transfers of the title to such Leaseholds
Estate, Lessor herein named (and in case of any subsequent transfer or
conveyances, the then grantor) shall be automatically freed and relieved from
and after the date of such transfer or conveyance, of all liability as respects
the performance of any covenants or obligations on the part of Lessor contained
in this Lease thereafter to be performed.  Provided that any funds in the hands
of such Lessor or the then grantor at the time of such transfer, in which
Lessee has an interest, shall be turned over to the grantee, and any amount 
then due and payable to Lessee by Lessor or the then grantor under any
provisions of this Lease, shall be paid to Lessee.

(36)
     Nonwaiver of Breach:  The failure of Lessor to insist upon strict
performance of any of the covenants or agreements of this Lease or to exercise
any option herein conferred in any one or more instances shall not be construed
to be a waiver or relinquishment of any such covenant or agreement or any
continuing breach of any other covenant or agreement or any continuing breach
of any other covenant or agreement, but each of such covenants or agreements
shall be and remain in full force and effect.  In the event that Leased
Premises are out of repair at any time and it is the duty of Lessee to make
such repairs, such condition shall be deemed a breach by Lessee of Lessee's
obligation to keep the premises in repair regardless of the duration of such
condition and/or at once have the right to invoke any remedy by law otherwise
provided on account of such breach.  If the Lessor accepts rent at any time
while Leased Premises are out of repair as aforesaid, Lessor shall have the
right to resort to remedies by law otherwise provided on account thereof from
the instant of the continuance of such condition subsequent to the acceptance 
of rent regardless of the duration of such lack of repair.

(37)
     Non-Waiver:  No waiver of any covenant or condition of this Lease by
either party shall be deemed to imply or constitute a further waiver of the
same covenant or condition or any other covenant or condition of this Lease.

(38)
     Waiver:  No waiver of any default or breach of any covenant by either
party hereunder shall be implied from any omission by either party to take
action on account of such default if such default persists or is repeated, and
no express waiver shall affect any default other than the default specified in
the waiver, and then said waiver shall be operative only for the time and to
the extent therein stated.  Waivers of any covenant, term or condition 
contained herein by either party shall not be construed as a waiver of any
subsequent breach of the same covenant, term or condition.  The consent or
approval by either party to or of any act by either party requiring further
consent or approval shall not be deemed to waive or render unnecessary their
consent or approval to or of any subsequent similar acts.

(39)
     Waiver:  1. It is further mutually covenanted and agreed between the
parties hereto that no waiver of any covenant, agreement, stipulation or
condition of this lease shall be construed to be a waiver of any succeeding
breach of the same covenant, agreement, stipulation or condition.  That the
payment by Lessee, or the receipt by Lessor of rent with knowledge of the
breach by the other party of any covenant hereof shall not be deemed a waiver
of such breach; and, further, that all covenants, stipulations, conditions and
agreements herein contained shall run with the land and bind and inure to the
benefit of, as the case may require, the heirs, executors, administrators,
successors and assigns of the parties hereto and to grantees of the Lessor, as
fully as if such words were written whenever referenced to Lessor and Lessee
occur in this lease, except that no assignment by Lessee in violation of the
provisions of this lease shall vest any rights in the assignee.
     2. Nothing contained in this lease shall authorize the Lessee to do any
act or make any contract which will or may in any manner adversely affect the
estate or interest of the Lessor in said demised premises or of the building of
which the demised premises are a part.

(40)
     Non-Waiver:  Neither acceptance of rent by Lessor nor failure by Lessor to
complain of any action, non-action of default of Lessee shall constitute a
waiver of any of Lessor's rights hereunder.  Waiver by Lessor of any right for
any default of Lessee shall not constitute a waiver of any right for either a
subsequent default of the same obligation or any other default.  Receipt by
Lessor of Lessee's keys to the Leased Premises shall not constitute an
acceptance of surrender of the Leased Premises.

(41)
     Waivers:  No waiver by Lessor of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Lessee of
the same or any other provision.  Lessor's consent to or approval of any act
shall not be deemed to render unnecessary the obtaining of Lessor's consent to
or approval of any subsequent act by Lessee.  The acceptance of rent hereunder
by Lessor shall not be a waiver of any preceding breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the particular rent
so accepted, regardless of Lessor's knowledge of such preceding breach at the
time of acceptance of such rent.


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