Complete Agreement:  It is expressly agreed that this Lease contains all
terms, covenants, conditions, warranties and agreements of the parties relating
in any manner to the rental and use and occupancy of the premises, and that no
prior agreement or understanding pertaining to the same shall be valid or of 
any force or effect, and that the terms, covenants, conditions and provisions 
of this Lease cannot be altered, changed, modified or added to except in
writing signed by the parties hereto.

     Entire Agreement:  It is expressly understood and agreed by and between
the parties hereto that this lease sets forth all the promises, agreements,
conditions, inducements and understandings between Lessor and Lessee relative
to the demised premises and that there are no promises, agreements, conditions,
understandings, inducements, warranties or representations, oral or written, 
expressed or implied, between them other than as herein set forth.  No
modification or amplification, oral or written, with respect to the covenants,
conditions and terms herein contained, shall be binding upon either party 
unless embodied in an instrument in writing executed by the parties.
Modification or amplification of any of the provisions hereof shall not affect
any of the remaining provisions hereof.

     Incorporation of Prior Agreements; Amendments:  This Lease contains all
agreements of the parties with respect to any matter mentioned herein.  No 
prior agreement or understanding pertaining to any such matter shall be
effective.  This Lease may be modified in writing only, signed by the parties 
in interest at the time of the modification.

     Entire Agreement and Binding Effect:  This instrument Exhibit A, Exhibit B
and Exhibit C and any attached addenda or Exhibits signed by the parties
constitute the entire agreement between Lessor and Lessee no prior written or
prior contemporaneous oral promises or representations shall be binding.  This
Lease shall not be amended, changed or extended except by written instrument
signed by both parties hereto.  Paragraph captions herein are for convenience
only, and neither limit nor amplify the provisions of this instrument.  The
provisions of this instrument shall be binding upon and inure to the benefit of
the heirs, executors, administrators, successors and assigns of the parties,
but this provision shall in no way alter the restriction hereon in connection
with assignment and subletting by Lessee.

     This Lease Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and shall extend to the benefit of and be
binding upon the parties and their respective successors and assigns.  No
waiver of any breach or violation of any of the covenants, conditions or
provisions hereof shall be construed as a waiver of any other or subsequent
breach or violation of the same or any other covenant, condition or provision
hereof.

     Entire Agreement and Binding Effect:
     a.  This instrument and all addenda and exhibits attached hereto, signed
and/or initialed by the parties hereto, constitute the entire agreement between
Lessor and Lessee.  This Lease Agreement shall not be amended, changed or
extended except by written instrument signed by both parties hereto.  Paragraph
captions are for convenience only and neither limit nor amplify the provisions
of this instrument.  The provisions contained herein shall be binding upon and
inure to the benefit of the heirs, executors, administrators, successors and
assigns of both parties.
     b.  Words of any gender used herein shall be held and construed to include
any other gender, and words in the singular shall be held to include the 
plural, unless the context otherwise requires.
     c.  All rights and remedies of Lessor under this Lease shall be cumulative
and none shall exclude any other rights or remedies allowed by law; and this
Lease Agreement is declared to be a ________________ contract and all of the
terms thereof shall be construed according to the laws of the State of
______________________.

     Entire Agreement:  The whole and entire agreement of the parties is set
forth in this Agreement and the parties are not bound by any agreements,
understandings or conditions otherwise than as expressly set forth and
stipulated hereunder.

     Article      --Superseding Effect.  This Agreement and Lease supersedes
and cancels all previous agreements between the parties hereto.

     Exhibits:  All exhibits referred to are attached to this Lease and
incorporated by reference.

     Rider:  See attached Rider for additional terms and conditions.

     Riders:  The Riders attached hereto are made a part of this lease.

     All riders attached to this lease and initialled by the Lessor and Lessee
are hereby made a part of this lease as though inserted in this lease.  If and
to the extent that any of the provisions of any rider to this lease conflict
or are otherwise inconsistent with any of the preceding provisions of this
lease, whether or not such inconsistency is expressly noted in the rider, the
provisions of the rider shall prevail.

     Additional Clauses:
     Clauses numbered ______________________ are added to and are a part of 
this agreement.

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

     This lease shall be binding upon and inure to the benefit of the parties
hereto, their heirs, executors, administrators, successors and assigns.

     Covenants to Bind Respective Parties:  This lease, and all of the
agreements, covenants and conditions contained herein shall be binding upon
Lessor and Lessee and upon their respective heirs, executors, administrators,
successors, and assigns.

     This lease may be executed in several counterparts, each of which shall be
an original, but all of which shall constitute one and the same instrument.

     Amendments:  This lease may be modified, amended, or surrendered only by
an instrument in writing duly executed by Lessor and Lessee.  Time is of the 
essence of this lease, and the terms and provisions of this lease shall extend
to and be binding upon and inure to the benefit of heirs, executors, admin-
istrators, successors and assigns to the respective parties hereto.  All of 
the parties hereto shall be jointly and severely liable hereunder.

CHANGES, MODIFICATIONS, OR AMENDMENTS:
     This agreement may not be changed, modified, discharged or terminated 
orally or in any other manner than by an agreement mutually signed by the
parties hereto or their respective successors and assigns.

     Amendment to Lease.  It is mutually covenanted, stipulated and agreed 
between Lessor and Lessee that this Lease and any exhibits thereto constitute
the whole and entire agreement between the parties hereto, and this Lease shall
not be construed as being amended or modified in any respect except if such is
contained in a written agreement modifying or amending the same, duly signed by
Lessor and Lessee.

     Amendments Must Be In Writing.  None of the covenants, terms, or 
conditions of this Lease, to be kept and performed by either party, shall in
any manner be altered, waived, modified, changed or abandoned except by a
written instrument, duly signed, acknowledged, and delivered by the other 
party.

EXHIBIT _______ TO LEASE AGREEMENT
DATED ____________________________
BETWEEN __________________________
___________________ LESSOR,
AND ______________________________
__________, LESSEE

                SPECIFICATIONS FOR CLEANING AND JANITOR SERVICE

AREA:  Entire Building Area
     The following services will be performed at the frequencies designated,
where applicable:

A--GENERAL CLEANING--Five (5) nights each week.
     1.  FLOORS & STAIRS will be swept or dust mopped.
     2.  CARPETING will be vacuumed.
     3.  TRASH RECEPTACLES will be emptied and trash removed to collection
            point.
     4.  ASH TRAY AND SMOKING STANDS will be emptied and cleaned.  Sand will be
            replaced in sand urns as needed.
     5.  DESKS, FILES AND FURNITURE will be dusted.
     6.  LOW LEDGES, SILLS & RAILS will be dusted.
     7.  GLASS DESK TOPS will be washed and dry polished.
     8.  INTERIOR GLASS DOORS & PANELS will be spot washed.
     9.  DRINKING FOUNTAINS will be cleaned and disinfected.
    10.  SPILLED LIQUIDS will be wiped up or spot mopped.
    11.  ENTRANCE DOORS, GLASS & MATS will be cleaned.
    12.  ENTRANCE WALKS & STEPS will be policed and swept.
    13.  PARKING AREA & GROUNDS will be policed for trash and debris.
    14.  BUILDING TRASH will be removed from the premises.
B--REST ROOM SANITATION SCHEDULE--Five (5) nights each week.
     1.  FLOORS will be mopped and rinsed with a disinfecting mopping solution.
     2.  WATER CLOSETS/URINALS/WASH BASINS will be scoured and disinfected.
     3.  WALLS & PARTITIONS will be spot cleaned or washed.
     4.  MIRRORS & BRIGHT METAL will be cleaned and polished.
     5.  SANITARY NAPKIN RECEPTACLES will be emptied, cleaned, and disinfected.
            Maintenance people will keep the dispensers supplied.
     6.  REST ROOM SUPPLIES (Towels, tissue and hand soap) will be replenished
            in the dispensers.
C--FLOOR MAINTENANCE--Composition or Terrazzo floors will be clened, waxed with
top grade anti-slip products, and polished as follows:
     1.  ENTRANCE LOBBY floors will be spot cleaned and damp mopped nightly;
            scrubbed, waxed and polished weekly.
     2.  HALLS will be mopped, spot cleaned and polished weekly.
     3.  OFFICES will be cleaned, waxed and polished each three weeks.
     4.  STAIRS will be damp mopped weekly.
D--HIGH DUSTING SCHEDULE
     1.  VENETIAN BLINDS dusted or vacuumed monthly.
     2.  HIGH LEDGES, TOPS OF DOORS AND WINDOW FRAMES, VENTS, GRILLS dusted or
            vacuumed each two months.
     3.  LIGHT FIXTURES dusted or vacuumed twice yearly.
     4.  WALLS & CEILINGS lambs wool dusted annually.
     5.  DUST AND VACUUM DRAPES, PICTURES AND BOOKS quarterly.
E--WINDOW WASHING & SPECIAL SERVICES
     1.  BUILDING WINDOWS washed both sides quarterly.
     2.  DOORS, WOODWORK & WALL AREAS AROUND SWITCH PLATES spot washed for hand
            prints each two weeks.
     3.  WASH FRONT ENTRANCE GLASS WORK, BOTH SIDES--weekly.

                                        Initialed by_________________________
                                                    Lessor

                                                  by_________________________
                                                    Lessee

                           CONSTRUCTION REQUIREMENTS

Lessor:____________________________________
Lessee:____________________________________
Date of Lease:_____________________________


     Construction Defects:  If at any time either before or within twelve (12)
months after Lessee has accepted possession of the premises, deviations from
the plans and specifications hereunder appear, Lessor shall correct the same at
its expense.  If Lessor fails to correct such deviations promptly after notice
thereof from Lessee, Lessee shall have the right, but not the obligation, to
perform any necessary work to correct any such deviation.  Any cost or expense
incurred by Lessee in correcting any such deviation may be deducted by Lessee
from any rentals becoming due or payable under this Lease.
     This exhibit is attached to the Lease pursuant to Paragraph (    ).


                                        Initials

                                        Lessor:___________

                                        Lessee:___________

                                 Exhibit (   )

     LESSOR agrees to cause to be erected or installed upon a portion of the
demised premises, all at LESSOR's sole cost and expense, a one-story office
building containing an interior floor area of approximately _______ square
feet, to be erected or installed in conformance with LESSEE's "Requirements for
an Office Building", dated _______, and with the plans and specifications
thereof prepared by LESSOR's architect, dated _______________, which plans and
specifications are listed below and construed to be a part of this lease.

     LESSOR agrees that the erection and installation of the aforesaid
improvements upon a portion of the demised premises shall be commenced as soon
as possible and shall be entirely completed and possession thereof shall be
given to the LESSEE on or before the _______ day of _________________, 19_____.

                           CONSTRUCTION REQUIREMENTS

Lessor:_____________________________
Lessee:_____________________________
Date of Lease:______________________

     This exhibit is attached to the Lease pursuant to Paragraph (   ).

                                        Initials

                                        Lessor:___________

                                        Lessee:___________

                                 Exhibit (   )

                           CONSTRUCTION REQUIREMENTS
Lessor:_____________________________
Lessee:_____________________________
Date of Lease:______________________

                                 CONSTRUCTION
     The building and other improvements that are a part of the premises shall
be constructed in accordance with the following:
     Approval of Plans:  Lessor agrees to and shall have constructed on the
premises the improvements in accordance with the plans and specifications which
Lessor, at his sole expense, shall cause to be prepared and which shall be 
subject to approval by Lessee.  On approval of the plans and specifications,
each party hereto shall sign them, and they shall, as of the date of such
signing, be deemed incorporated herein and made a material part of this Lease.
Said plans and specifications shall contain a legal description of the 
premises.
     Default in Preparing Plans:  In the event that said plans and
specifications are either not submitted by Lessor within ninety (90) days
hereof, or are rejected by Lessee, then Lessee may terminate this Lease by ten
(10) days' written notice to Lessor, at the end of which period all 
obligations of Lessee hereunder shall terminate without liability or
obligation.
     Choice of Contractor:  Within ten (10) days after approval of the final
plans and specifications, Lessor and Lessee shall each prepare and submit to
the other a list of not more than five (5) general building contractors of good
reputation and financial standing, qualified by experience to construct the
premises in accordance with the approved plans and specifications.  As soon
thereafter as reasonably possible the approved plans and specifications shall 
be submitted to all of said contractors and sealed bids obtained.  The
contractor who submits the lowest bid upon other reasonable terms and
conditions shall be awarded the job.
     Construction:  Lessor, at its sole expense, will diligently proceed with
construction and completion of the improvements upon the premises substantially
in accordance with the plans and specifications prepared in accordance with the
terms hereof.  Lessee reserves to itself the right to require changes in the 
final plans and specifications adopted hereunder, and in the event the changes
so ordered by the Lessee (including reasonable engineering and architectural
fees involved in such changes, if any) shall, in the aggregate, increase or
decrease the cost of such construction, then _____ percent (    %) of the 
amount of such increase or decrease shall be added to or deducted, as _________
________________________________________.
     This exhibit is attached to the Lease pursuant to Paragraph (    ).

                                        Initials

                                        Lessor:__________

                                        Lessee:__________

                                 Exhibit (   )

                           CONSTRUCTION REQUIREMENTS

Lessor:_______________________________
Lessee:_______________________________
Date of Lease:________________________

the case may be, from the annual rent payable during the initial Term and any
renewal periods.  In the event Lessee fails to exercise any option to extend
the Term as provided in Paragraphs (   ) and (   ) Lessee shall pay to Lessor
any increased construction cost requested by Lessee upon termination of this
Lease at the end of the initial Term or the option period identified in the
following amounts:
     a.  Initial Term:______________________
     b.  First Option:______________________
     Completion and Delivery:  Lessor agrees to complete the said improvements
to the premises and deliver possession to Lessee on or before ________________,
provided, however, that the time within which Lessor is to complete the said 
building shall be extended for a period equal to the period of any delay
encountered by Lessor in the work of construction because of fire, earthquake,
or other acts of God, acts of the public enemy, riot, insurrection,
governmental regulations of the sale of materials and supplies or the
transportation thereof, or strikes directly affecting Lessor's work of 
construction, or shortages of material or labor resulting directly from
governmental controls or divisions.  In any event, however, it is expressly
agreed that the time within which Lessor is required by this Lease to complete
said work of construction upon the premises and deliver possession to Lessee
shall not be extended beyond __________________.  The construction of the
premises shall be deemed complete on the date when the same shall be completed
in substantial conformity with the plans and specifications approved by the
parties hereto, and Lessor shall have furnished to Lessee the architect's
certificate of said completion and certificate of occupancy or the equivalent,
if required by any public authority.  Delivery of the premises to Lessee shall
be deemed to take place upon completion thereof unless Lessor withholds
possession thereof or obstructs Lessee's entry therein, in which case Lessee's
possession shall begin on the date when unobstructed entry and possession of
the premises are tendered to Lessee subject to the terms of this Lease.
     Failure to Complete Construction:  Should Lessor fail so to complete and
deliver the premises to Lessee on or before the completion date set forth
herein, this Lease shall terminate.  Acceptance by Lessee of the premises after
said completion date shall constitute a revival of this Lease in accordance
with all the terms hereof.
     This exhibit is attached to the Lease pursuant to Paragraph (   ).

          Initials       Lessor:__________             Lessee:__________

			 Exhibit (   )                 

                         CONSTRUCTION OF IMPROVEMENTS

     Lessor agrees to construct on the demised premises _______________________
_______________________________________________________________________________
all in accordance with plans and specifications prepared by ___________________
_____________________________ heretofore approved by Lessee, attached hereto as
Exhibit B.
     Lessor shall diligently proceed with such construction and shall complete
the same and deliver possession thereof to Lessee on __________________________
provided, however, if construction is delayed because of delay in securing a
building permit, failure of Lessee to approve the plans and specifications,
changes in construction requested by Lessee, strikes, lockouts, acts of God or
the public enemy, governmental restrictions, unavailability of materials or
other matters beyond the control of Lessor, then the time of completion of such
construction shall be extended for the additional time caused by such delay.
Taking of possession by Lessee shall be deemed conclusively to establish that
the demised premises have been completed in accordance with Exhibit B free and
clear of all offsets and claims against Lessor.

     Additional Construction.  At any time upon receipt of written notice from
Lessee that it desires an addition (hereinafter referred to as "Additional
Building") to the building herein provided for (hereinafter referred to as
"Original Building"), Lessor agrees to construct and to complete at Lessor's
expense and with due diligence Additional Building, Additional Building to
contain not to exceed ______________ square feet and to be constructed in
accordance with plans and specifications approved by the parties hereto, which
approval shall not be unreasonably withheld.  Upon completion of Additional
Building, the monthly rental hereunder shall be increased by the amount
negotiated by the parties hereto.  In the event Lessor and Lessee cannot agree
on said rental within ninety (90) days after receipt by Lessor of the notice 
from Lessee of its desire to expand Original Building, then and in that event
each of the parties hereto shall select an arbitrator and the two so chosen
shall select a third, and the three so chosen shall be charged with finding a
fair rental for the ensuing time and the decision shall be binding upon the
parties hereto; provided, however, rental shall not be less than the square
foot rental for the Original Building.  If either party fails to choose an
arbitrator within thirty (30) days after being notified by the other so to do,
then the Superior Court of the State of __________________ shall choose such
arbitrator.  Each party hereto shall bear and pay one-half (1/2) of the cost of
the Arbitration.
     Lessee's sole remedy in the event of Lessor's failure to construct the 
said Additional Building as aforesaid shall be as follows:
     Lessee may either:  (1) proceed to construct the Additional Building at 
its own cost and may occupy same without increase in rent, but without any 
right to deduct on account of costs of any said improvements from rent for
Original Building; (2) terminate said Lease, relieving both Lessor and Lessee
of any further obligation thereunder; provided that in the event the lender
which provides the financing for the construction of the Original Building
succeeds to ownership of the building through foreclosure or otherwise, the
covenants herein contained with respect to construction of Additional Building
shall not be binding on such successor and Lessee shall have no right to
terminate said Lease for successor's failure to so construct.

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