RIGHT OF FIRST REFUSAL


(1)
ARTICLE      --OPTION AND RIGHT OF FIRST REFUSAL

     During the initial _____ year term hereof, the Lessee shall have the
option, exercisable by not less than _____ days notice to Lessor, to purchase
the Property at a gross purchase price of ______________, payable in cash or by
Lessee's check (or, in part, if Lessee so elects, by taking title subject to
any or all existing mortgages.)
     In the event that Lessor shall at any time during the extended (but not
original) term hereof desire to sell the demised premises pursuant to any bona
fide offer which it shall have received, it shall offer them to Lessee at the
same price as that contained in such bona fide offer.  Lessee shall have ______
days from and after receipt thereof to decide whether or not to purchase the
demised premises at such price.  If Lessee shall give notice of intent not to
purchase or shall give no notice within the time herein limited, Lessor may
accept such offer and proceed with the sale thereunder.  If Lessee notifies
Lessor that it elects to purchase the demised premises at such price, or if
Lessee during the initial term exercises its purchase option, the parties shall
enter into a contract of purchase and sale forthwith, based upon the form
printed and distributed by the Real Estate Board.  Such contract shall provide,
among other things, for prorating taxes to date of closing, for payment of
revenue stamps by the Seller, and for the conveyance of good and marketable 
title by warranty deed, conveying title which is insurable at the usual title
insurance rates with only the customary title insurance exceptions.

(2)
     Right of First Refusal:
     Lessor shall not lease all or any part of the area of the building in 
which premises are located that is outlined in red on Exhibit A ("Expansion
Space") to a third person for a period longer than ______ (    ) years.
     At any time that Lessor determines to lease or extend any existing lease
covering all or part of the Expansion Space, Lessor shall notify Lessee of the
rent for which Lessor is willing to lease the Expansion Space, or part of the
Expansion Space.
     If Lessee, within thirty (30) days after receipt of Lessor's written
notice, indicates in writing its agreement to lease the Expansion Space, or
part of it, the Expansion Space or part of it shall be included within the
premises and leased to Lessee pursuant to the provisions of this Lease,
including, without limitation, the provisions relating to the rights and
obligations of the parties with respect to alterations.  However, the rent
payable under this Lease shall be increased by the amount of rent attributable
to the Expansion Space or part of it that is leased by Lessee.  The parties
shall immediately execute an amendment to this Lease stating the addition of
the Expansion Space or part of it to the premises.
     If Lessee does not indicate within thirty (30) days its agreement to lease
the Expansion Space or part of it, Lessor thereafter shall have the right to
lease or extend the Lease covering the Expansion Space or part of it to a third
party at the rent stated in the notice, provided that the Lease or the 
Extension is not longer than one (1) year.
     The provisions of paragraphs (       ) shall be operative each time Lessor
determines to Lease all or part of the Expansion Space to a third person.

(3)
     Right of First Refusal:  In the event of any offer acceptable to Lessor,
or to Lessor's successor in interest, at any time or times during the original
or extended term hereof, for the sale of the premises or for a lease to 
commence upon the expiration or earlier termination of the original or 
extended term hereof, the Lessor, prior to acceptance thereof, shall give the
Lessee, with respect to each such offer, written notice thereof and a copy of
said offer including the name and address of the proposed purchaser or lessee;
and Lessee shall have the option and right of first refusal for sixty (60) days
after receipt of such notice within which to elect to purchase or lease the
Premises, as the case may be, on the terms of said offer.  If Lessee shall 
elect to purchase or lease the Premises pursuant to the option and first
refusal herein granted, it shall give notice of such election within such sixty
(60) day period.  Lessee's failure at any time to exercise its option under 
this paragraph shall not affect this lease and the continuance of Lessee's
rights and options under this and any other paragraph herein.


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