OBLIGATION OF TENANT TO FURNISH PLANS
         Tenant agrees to comply with the Tenant improvement schedule
attached hereto as Schedule       to this Lease Agreement.  After re-
ceipt of approved price estimate and construction drawings, Landlord
will partition and prepare said leased premises in accordance there-
with; however, Landlord shall not be required to install any partitions
or improvements which are not in conformity with the plans and
specifications for the Building or which are not approved by Landlord
or Landlord's Architect, and Landlord shall be required to bear the ex-
pense of installing the items listed in Schedule      hereto only to
the extent that they do not exceed the respective allowances indicated
in said Schedule      .  All installation in excess thereof shall be for
Tenant's account, and Tenant shall pay, as Additional Rent hereunder,
to Landlord therefor an amount equal to Landlord's actual cost, inclu-
ding associated architectural and engineering fees, if any, plus an ad-
ditional charge of      % to cover coordination, supervision and over-
head, promptly upon being invoiced therefor.  Failure by Tenant to pay
such sum in full within thirty (30) days after its receipt of the 
invoice will constitute failure to pay rent when due and in event of de-
fault by Tenant hereunder, giving rise to all remedies, available to
Landlord under this lease and at law for nonpayment of rent.  It is
stipulated that time is of the essence in connection with delivery of
Tenant's Plans by Tenant to Landlord.  Should Tenant fail to deliver
Tenant's Plans as set forth in Schedule     , Tenant shall pay to
Landlord, as rent and for the purpose of reimbursing Landlord for ad-
ditional expenses which will be incurred by Landlord because of inabil-
ity to proceed with the work as scheduled, Additional Rent on the
leased premises as provided in Schedule     .  Such Additional Rent
shall be paid by Tenant to Landlord within thirty (30) days after re-
ceipt by Tenant of Landlord's invoice therefor.
         Landlord agrees to install partitions and improvements in the
quantity allowed in Schedule     within the period of time between the
dates shown in this agreement for (1) the date of delivery of Tenant's
Plans by Tenant in Article     Paragraph    and (2) Commencement Date
in Article     Paragraph     .  It shall be recognized that Tenant may
indicate on his plans quantities in excess of those shown in Schedule  
     or he may indicate on those plans improvements that are not Building
standard and the sum of all such work shall be defined as "Tenant Extra
Cost."  As provided herein, Tenant shall pay Tenant Extra Cost but it
shall be recognized that the time required to perform the Tenant Extra
work may be longer than the time stipulated to perform the work allowed
in Schedule    .  Any such additional time shall be treated in the same
manner as described for delays by Tenant in delivering Tenant's Plans
to Landlord.

                          IMPROVEMENTS TO BE ERECTED

    Section 1.  Prior to the commencement of the term of this lease,
Lessor shall construct and complete, at Lessor's expense, a _______    
_______________________________________________________ containing
approximately ____________________ square feet, including approximately
____________________________ square feet of air conditioned space.  All
work will be done in accordance with plans and specifications prepared
by ____________________________________________ Architects, and ap-
proved and initialed by Lessor and Lessee.
    Section 2.  Lessor will use its best efforts to complete con-
struction of the Building and improvements on the demised premises on
or before                          provided, however, that in the event
construction of said Building and improvements is delayed or inter-
rupted due to acts or conduct of Lessee, acts of God, riots, strikes,
lockouts, boycotts, labor disturbances, inability to procure material
or labor, war, accidents, fire, the elements, or other causes similar
or dissimilar to the above beyond the reasonable control of Lessor, the
date of completion shall be extended by the period of delay or 
interruption.

PREPARATION OF PREMISES
    Landlord shall, at Landlord's own cost and expense, perform all
work and furnish all materials necessary to complete the Premises in
accordance with Tenant's plans dated _____________________________, at-
tached hereto as Exhibit ___ and made a part hereof, and Tenant's
specifications dated ______________________________ attached hereto as
Exhibit ____ and made a part hereof.
     If the premises are not so completed on or before the Commencement date
as hereinbefore set forth, then the term of this Lease and the ob-
ligation of Tenant to pay rent shall not commence until the Premises
are so completed pursuant to the foregoing paragraph, and Landlord
shall have given Tenant at least ______ days written notice prior to
the date the Premises are so completed.  In the event Landlord fails to
so complete the Premises for causes beyond Landlord's control, such as
strikes, governmental restrictions, and acts of God, then the Com-
mencement Date shall be postponed for the period of such delay,
provided however, that if the Landlord fails to so complete the
Premises (for a cause either within or beyond Landlord's control) on or
before _______________________________, then Tenant, at Tenant's sole
discretion, may cancel this Lease by giving written notice to Landlord
and thereupon Tenant shall have no further obligation to Landlord
either hereunder or otherwise.

         ADDITIONAL BUILDING.  If at any time Lessee shall desire the
construction of an addition or additions (hereinafter referred to as
"ADDITIONAL BUILDING"), Lessee shall notify Lessor thereof in writing
and therewith shall submit to Lessor adequate information describing
ADDITIONAL BUILDING.  In the event Lessor fails within ninety (90) days
thereafter to notify Lessee that Lessor is willing to construct AD-
DITIONAL BUILDING upon a basis that is satisfactory to both parties, or
in the event Lessor has notified Lesssee that Lessor is willing to con-
struct ADDITIONAL BUILDING and thereafter does not construct such ad-
dition, then Lessee at its option shall have the right to construct
such addition; and in the event Lessee shall so elect, Lessee shall
have the right to alter that poriton of the wall of ORIGINAL BUILDING
that is in connection with ADDITIONAL BUILDING to provide access be-
tween ORIGINAL BUILDING and ADDITIONAL BUILDING.  In the event Lessee
constructs ADDITIONAL BUILDING, no rent shall be due Lessor from Lessee
on ADDITIONAL BUILDING during the balance of the initial term hereof or
of any renewal thereof as hereinbefore provided, but Lessee shall be
liable for any increase in real estate taxes and insurance upon the 
demised premises caused by construction of such ADDITIONAL BUILDING.
Upon the expiration hereof, in the event Lessee has constructed AD-
DITIONAL BUILDING as hereinbefore provided, Lessor shall have the right
to purchase ADDITIONAL BUILDING at a price equal to the then existing
market value which in no event shall be less than the unamortized cost
of said ADDITIONAL BUILDING.  In the event Lessor shall then decline to
purchase ADDITIONAL BUILDING, Lessee shall have the right either to
abandon ADDITIONAL BUILDING or to dismantle and remove the same; in
which latter event Lessee shall be  obligated to restore ORIGINAL BUILD-
ING to substantially the condition the same was in immediately prior
to construction of ADDITIONAL BUILDING.

         Landlord agrees to erect a new building or to make improve-
ments in the premises, at his (its) own cost and expense, in accor-
dance with the plans and specifications attached hereto as "Exhibit
B" and made a part hereof.  Landlord agrees to complete said building
or improvements by ____________________________________ and the term of
this lease and the obligations of Tenant hereunder shall not begin or
take effect until such building or improvements have been completed and
the premises made ready for tenant's occupancy.
         "Completion" of the building and improvements for the purposes
of this lease shall be deemed to have occurred when all the following
conditions have been met:

         (i)  A certificate of the Architects and Engineers has been
issued verifying that all details, specifications and instructions con-
tained in Exhibit "B" attached hereto and all local building codes and
all other requirements on the demised premises have been met and complied 
with and a true copy of said certificate has been delivered to Tenant;
         (ii)  A final certificate permitting occupancy or similar
certificate or instrument has been issued by the building department
or such other department having jurisdiction thereof and a true copy
thereof delivered to Tenant and such other approvals, permits or other
certificates as shall be required to permit use of said premises by Tenant;
        (iii)  The initial installations and initial painting to be
done by Landlord in the premises have been completed by Landlord in ac-
cordance with the obligations assumed by Landlord hereunder and plumbing,
air-conditioning, if any, and electric facilities are available to
Tenant in accordance with the obligations assumed by the Landlord under
this lease;
         (iv)  The building and other improvements to be erected or
made on the premises have been completed in accordance with the afore-
said plans and specifications to the satisfaction of Tenant;
          (v)  Landlord has given to Tenant written notice of such
completion;
         (vi)  The expiration of 15 days after the date of mailing such
notice or such earlier date on which Tenant shall enter into actual
possession of the premises after such notice.

         In the event that Landlord shall not have completed such new
building or improvements by _________________________ Tenant shall, at
its option, be relieved and released of and from all of its obligations
hereunder, and this lease shall be of no effect; but Landlord shall not
be released from any liability to Tenant arising out of Landlord's
failure to complete such new building or improvements.

              ERECTION OF BUILDING AND COMPLETION OF IMPROVEMENTS

     Lessor agrees to proceed with due diligence and complete in a good 
and workmanlike manner to the reasonable satisfaction of Lessee all of the
construction, alterations, improvements, modifications, and finishings
of, to, and in said above-described leased Premises, all in accordance
with the plans and specifications approved and initialed by the parties
hereto, copies being attached as Exhibit "A" and by reference
incorporated in and made a part hereof, and as otherwise may be re-
quired to prepare the Premises for Lessee's use or occupancy on or be-
fore the _________ day of _________________, 19______, except for delays
due to governmental regulations unusual scarcity of or inability to ob-
tain labor or materials, or causes beyond Lessor's reasonable control.
Lessor covenants that all of said work shall be performed in compliance
with all applicable ordinances, regulations, and laws, including all
building codes, and shall be covered by such permits and approvals as
may be required by applicable law.  The Leased Premises shall be 
considered ready for occupancy when the Lessee accepts possession,
which acceptance shall be given by Lessee when the construction has
been finished, except for items of work and/or mechanical adjustment of
equipment and fixtures which, because of the nature of the item, are
not practical to do at the time, provided none of the items are neces-
sary to make the Leased Premises tenantable for Lessee's use.  Lessor
shall give Lessee at least two weeks' prior notice of the date when the
leased Premises are expected to be ready for occupancy, and as soon as
conditions practicably permit, Lessor shall finish the items of work
and adjustment not finished should Lessee, with Lessor's approval,
elect to take possession before the construction has been finished, as
stated above.
    Lessee's representative and engineers shall at all times have the
right to inspect the construction work and further to give notice of
observed defects, in which event Lessor shall cause any such defects to
be cured or corrected, as the case may be.  In addition, Lessor will
advise Lessee periodically during the construction process of the then
current status and Lessee shall have the right to comment and Lessor
agrees to give reasonable consideration to such comments.  It is under-
stood, however, that final decisions with respect to design and con-
struction are entirely within Lessor's control.  Lessor shall remedy
promptly any work not so performed or done of which notice is received
by Lessor from Lessee within ninety (90) days of the date on which the
term begins, and shall use due diligence to enforce all warranties and
guarantees to Lessor of work or materials called for by the speci-
fications and enforceable by Lessor, provided Lessee shall give Lessor
notice of any breach of such warranties and guarantees.

                           Improvements By Landlord

    Landlord agrees that at its own cost and expense, it will make the
alterations and improvements to the Premises to prepare the same for
Tenant's occupancy, as may be contained and described on Exhibit "A"
attached hereto, and thereby made a part hereof.  In the event that
Landlord is prevented from completing the alterations and improvements
described in said Exhibit 'A' on or before the commencement date of the
term hereof due to strikes, lockouts, non-availability of materials or
labor, labor controversies, accidents or other causes beyond the 
reasonable control of Landlord, Landlord shall not be liable to Tenant
for damages by reason thereof, nor shall Tenant be relieved from any
obligation under this Lease, but the rental reserved hereunder shall
abate on a per diem basis and the commencement of the term of this
Lease shall not occur until the said alterations and improvements are
so completed.  But if for one or more of the aforesaid reasons said
alterations and improvements are not fully completed by a date 120 days
after the intended commencement of the term hereof then Tenant may at
its option terminate this Lease by written notice 30 days prior to said
120 day period to Landlord without any further obligation on its part.

PREPARATION OF PREMISES
    In the event the Premises are not completed on or before the Com-
mencement Date and Tenant does not elect to cancel this Lease as
hereinabove provided, then Tenant may elect either (a) to postpone the
Commencement Date until such completion without extending the Ex-
piration Date, or (b) to postpone the Commencement Date until such 
completion and extend the Expiration Date for a like period.  If Tenant
shall elect to extend the Expiration Date as hereinabove provided,
Landlord and Tenant promptly shall execute a document in the form at-
tached hereto as Exhibit _____ and made a part hereof.
     Upon completion and acceptance of the Premises, Landlord shall, if re-
quested by Tenant, at no expense to Tenant, furnish Tenant with a com-
plete set of "as-built" drawings setting forth all improvements to the
Premises.

                                  PREPARATION

Landlord shall, at no cost to Tenant, prepare the demised Premises for
occupancy by Tenant in accordance with Exhibit "A".  All work shall be
performed in a good and workmanlike manner, shall comply with all ap-
plicable codes and shall be completed prior to the Commencement Date.
No additions, deletions or modifications to Exhibit "A" shall be made
without the prior written approval of Tenant's Real Estate Department
located in _____________________________________________.  Landlord
shall provide Tenant with ten (10) days prior written notice that the
demised Premises are ready for occupancy by Tenant.  If the demised
Premises are not ready for occupancy as required by this Lease on the
Commencement Date, then no rental shall be due for the period of any
delay in Tenant's occupancy of _____________________________ per day
during the period of delay, such payment being the agreed upon
liquidated damages and not a penalty.  If the Demised Premises are not
ready for occupancy as required by this Lease within thirty (30) days
of the Commencement Date, then Tenant may terminate this Lease upon
written notice to Landlord in which event Tenant shall have no further
obligation under this Lease and all monies previously paid to Landlord
by Tenant shall be refunded to Tenant.  The term of this Lease shall be
extended by a period equal to the period of delay in preparation of the
demised Premises unless Tenant terminates this Lease as provided above.

ADDITIONS AND ALTERATIONS.
    A.  Tenant shall not, without the prior written consent of
Landlord, make any alterations, improvements or additions to the
Premises.  Landlord's refusal to give said consent shall be conclusive.
If Landlord consents to said alterations, improvements or additions, it
may impose such conditions with respect thereto as Landlord deems ap-
propriate, including, without limitation, requiring Tenant to furnish
Landlord with security for the payment of all costs to be incurred in
connection with such work, insurance against liabilities which may   
arise out of such work and plans and specifications plus permits neces-
sary for such work.  The work necessary to make any alterations,
improvements or additions to the Premises shall be done at Tenant's ex-
pense by employees of or contractors hired by Landlord except to the
extent Landlord gives it prior written consent to Tenant's hiring con-
tractors.  Tenant shall promptly pay to Landlord or the Tenant's con-
tractors, as the case may be, when due, the cost of all such work and
of all decorating required by reason thereof.  Tenant shall also pay to
Landlord a percentage of the cost of such work (such percentage to be
established on a uniform basis for the Building) sufficient to re-
imburse Landlord for all overhead, general conditions, fees and other
costs and expenses arising from Landlord's involvement with such work.
Upon completion of such work Tenant shall deliver to Landlord, if pay-
ment is made directly to contractors, evidence of payment, contractors'
affidavits and full and final waivers of all liens for labor, services
or materials.  Tenant shall defend and hold Landlord and the Land and
Building harmless from all costs, damages, liens and expenses related to
such work.  All work done by Tenant or its contractors pursuant to
Paragraphs ____ or _____ shall be done in a first-class workmanlike
manner using only good grades of materials and shall comply with all
insurance requirements and all applicable laws and ordinances and rules
and regulations of governmental departments or agencies.
    B.  All alterations, improvements and additions to the Premises,
whether temporary or permanent in character, made or paid for by
Landlord or Tenant, shall without compensation to Tenant become
Landlord's property at the termination of this lease by lapse of time
or otherwise and shall, unless Landlord requests their removal (in
which case Tenant shall remove the same as provided in paragraph ____),
be relinquished to Landlord in good condition, ordinary wear expected.

ALTERATIONS   Tenant shall have the right to make such alterations and
modifications to the Premises as Tenant may deem desirable.  Any damage
to the Building resulting from such alterations or modifications shall
be repaired at Tenant's expense.

                                  Alterations

    The Tenant may securely attach to the Premises, with screws or
otherwise, such fixtures or other articles as may be convenient for the
conduct of its business, including, but not limited to, desks, coun-
ters, shelving, lighting fixtures and safes, so long as the building
structure shall not be overloaded.  Said fixtures may be maintained
during the continuance of the term, and any renewal or extension there-
of, and all such fixtures installed by the Tenant shall remain the
personal property of the Tenant and, may be removed by the Tenant at,
or prior to, the expiration of the term or a renewal or extension
thereof; provided that the Tenant shall repair any damage caused by
such removal.

ALTERATIONS, ADDITIONS, IMPROVEMENTS
    Tenant agrees not to permit the leased premises to be used for any
purpose other than that stated in the use clause hereof, or make or al-
low to be made any alterations or physical additions in or to the
leased premises, or place signs on the leased premises which are visi-
ble from outside the leased premises, without first obtaining the
written consent of Landlord.  All additions, decorations, fixtures (ex-
cept Tenant's trade fixtures), hardware and all improvements, temporary
or permanent in or upon the leased premises, whether placed there by
Tenant or by Landlord, shall, unless Landlord requests their removal,
become Landlord's property and shall remain upon the leased premises at
the termination of this lease by lapse of time, or otherwise, without
compensation or allowance or credit to Tenant.  If, upon Landlord's 
request, Tenant does not remove said additions, decorations, non-trade
fixtures, hardware and improvements, Landlord may remove the same and
Tenant shall pay the cost of such removal to Landlord upon demand,
provided however that Tenant shall have no responsibility for payment
of removal of the building standard improvements made by Landlord for
Tenant upon the expiration of this lease.

         Tenant agrees that it will not make any changes, alterations or
improvements in the premises other than those permitted by paragraphs  
_____ and ______ hereof, without first obtaining the written consent of
Landlord and Landlord covenants that such written consent will not be
unreasonably withheld.  Any such changes, alterations and improvements,
except as aforesaid as provided in paragraph _____ hereof, shall become
the property of, and shall be kept insured by Landlord, unless other-
wise provided in Landlord's consent to the making thereof, and shall
constitute a part of the premises, unless Landlord requires same to be
removed, altered or restored to their prior condition.
         All trade fixtures, readily removable factory equipment,
office machines and personal property of Tenant shall remain the
property of Tenant.  All offices, lunchrooms, restrooms and other
facilities required for Tenant's business operations (Item      ,
EXHIBIT _____) and installed by Tenant shall be, become and remain the
property of the Landlord, without obligation or liability of any kind,
express or implied, upon the part of the Landlord to pay or deliver any
consideration of any kind therefor to the Tenant, upon the termination
of this Lease or at any other time.

IMPROVEMENTS TO BE MADE BY LANDLORD
         All installations now or hereafter placed on the leased
premises in excess of building standard items as determined by Landlord
shall be for Tenant's account and at Tenant's cost (and Tenant shall
pay ad valorem taxes and increased insurance thereon), which cost shall
be payable by Tenant to Landlord as Additional Rent hereunder promptly
upon being invoiced therefor, and failure by Tenant to pay same in full
within thirty (30) days shall constitute an event of default by Tenant
hereunder giving rise to all remedies available to Landlord under this
lease and at law for nonpayment of rent.

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