ASSIGNMENT BY LANDLORD
         Landlord shall have the right to transfer and assign, in whole
or in part, all its rights and obligations hereunder and in the build-
ing and property referred to herein, and in such event and upon such
transfer (any such transferee to have the benefit of, and be subject
to, the provisions of Paragraphs      and       of Article

           hereof) no further liability or obligation shall thereafter
accrue against Landlord hereunder.

                                  ASSIGNMENT

This Lease may not be assigned, nor the Premises sublet without the
prior written consent of Landlord, which consent shall not be un-
reasonably withheld or delayed.

                           Subletting and Assignment

    The Tenant shall not sublet the premises or any part thereof, nor
assign this Lease, without prior written consent of the Landlord, which
consent shall not unreasonably be withheld by the Landlord.  Landlord's
consent to any assignment, subletting, or transfer, of Landlord's elec-
tion to accept as Tenant hereunder, any assignee, grantee or transferee
shall not release the original Tenant from any convenant or obligation
of this lease and consent by Landlord to an assignment or subletting
shall not relieve Tenant from obtaining consent to future assignment or
subletting.

         In the event that Tenant wishes to give up or curtail its
operations at the premises in advance of the expiration of the term of
this lease or any extension or renewal thereof, it is agreed that Ten-
ant shall have the right to assign this lease or sublet all or any por-
tion of the premises.  Tenant agrees that, in the event of any proposed
assignment or subletting, it shall notify Landlord in writing, by re-
gistered or certified mail addressed to the place at which rent was
last accepted by Landlord, of the identify of the person or persons
to whom the premises are proposed to be assigned or sublet.  Landlord
may within ten (10) days of the mailing of such notice give its (his)
written consent which it (he) covenants will not be unreasonably with-
held or communicate to Tenant any reasonable objection it may have to
such proposed assignee or subtenant.  If in the opinion of Tenant any
objection by Landlord to any proposed assignment or subletting is un-
reasonable, then the question of reasonableness of Landlord's objection
shall be settled by arbitration in accordance with the Rules of the
American Arbitration Association, and judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction
thereof.  The cost of arbitration shall be shared equally by the
parties.  Nothing herein contained however, shall prevent the as-
signment by the Tenant of this lease, without the approval or consent
of the Landlord, to any corporation which shall substantially acquire
all of the assets of the Tenant or such other corporation which shall
result from a merger or consolidation of the Tenant or into which the
Tenant shall be merged or consolidated.

         ASSIGNMENT AND SUBLETTING.  Tenant shall not assign this
Lease, or any part thereof, or sublet the premises, or any portion
thereof, without the prior written consent of Landlord, which consent
shall not be unreasonably withheld.  Provided, however, that Landlord
hereby consents to an assignment by Tenant to any of Tenant's
subsidiaries, or affiliated companies, or a corporate successor upon
merger or consolidation of Tenant, if any there be.  In the event of
any such assignment or subletting, Tenant nevertheless shall remain lia-
ble and responsible for the timely performance of all terms,
provisions and covenants on its part of this Lease, and any such as
signee, sub-lessee, subsidiary, affiliate or successor shall and must
assume in writing, delivered to Landlord, all of the terms, provisions,
covenants and obligations of the Tenant hereunder.

         Assignment and Subletting.  Tenant shall not, without the
prior written consent of Landlord in each instance: (i) assign, trans-
fer, mortgage, pledge, hypothecate or encumber, or subject to or permit
to exist upon or be subjected to any lien or charge, this Lease or any
interest under it.   (ii) allow to exist or occur any transfer of or lien
upon this Lease or the Tenant's interest herein by operation of law.
(iii) sublet the Premises or any part thereof.   or (iv) permit the use
or occupancy of the Premises or any part thereof for any purpose not
provided for under section     of this Lease or by anyone other than
the Tenant and Tenant's employees.  In no event shall this Lease be as-
signed or assignable by voluntary or involuntary bankruptcy proceedings
or otherwise, and in no event shall this Lease or any rights or
privileges hereunder be an asset of Tenant under any bankruptcy,
insolvency or reorganization proceedings.

         Tenant shall, by notice in writing, advise Landlord of its
intention from, on and after a stated date, (which shall not be less
than sixty (60) days after date of Tenant's notice) to assign or trans-
fer its interest as Tenant in this Lease, or sublet any part or
all of the Premises for the balance or any part of the Term.  In
such event, Landlord shall have the right to be exercised by giving
written notice to Tenant thirty (30) days after receipt of Tenant's
notice, to recapture the space described in Tenant's notice and such
recapture notice shall, if given, cancel and terminate this Lease with
respect to the space therein described as of the date stated in
Tenant's notice.  Tenant's said notice shall state the name and address
of the proposed subtenant and a true and complete copy of the proposed
sublease shall be delivered to Landlord with such notice.  If Tenant's
notice shall cover all of the Premises, and Landlord shall give the
aforesaid recapture notice with respect thereto, the Term of this Lease
shall express and end on the date stated in Tenant's notice as fully and
completely as if that date had been herein definitely fixed for the ex-
piration of the term.  If, however, this Lease be cancelled pursuant to
the foregoing with respect to less than the entire Premises, the Rent
and the escalation percentage herein reserved shall be adjusted on the
basis of the number of square feet retained by Tenant in proportion to
the number of square feet contained in the premises, as described in
this Lease, and this Lease as so amended shall continue thereafter in
full force and effect.  If Landlord, upon receiving Tenant's said no-
tice with respect to any such space, shall not exercise its right to
cancel as aforesaid, Landlord will not unreasonably withhold its con-
sent to Tenant's assignment as aforesaid or subletting the space cov-
ered by its notice.

         Any subletting or assignment hereunder shall not release or
discharge Tenant of or from any liability, whether past, present or
future, under this Lease, and Tenant shall continue fully liable there-
under.  The subtenant or subtenants or assignee shall agree to comply
with and be bound by all of the terms, covenants, conditions,
provisions and agreements of this Lease to the extent of the space
sublet or assigned, and Tenant shall deliver to Landlord promptly after ex-
ecution, an executed copy of each such sublease or assignee and an
agreement of compliance by each such subtenant or assignee.

         Notwithstanding anything to the contrary in this Section
 ___ , if Tenant is a corporation whose shares of stock are not
publicly traded and if during the Term of this Lease, the ownership of
the shares of stock which constitutes control of Tenant changes by rea-
son of sale, gift or death, Tenant shall notify Landlord of such change
within five (5) days thereof.   Landlord, at its option, may at any
time thereafter terminate this Lease by giving Tenant written notice of
said termination at least sixty (60) days prior to the date of
termination stated in the notice.  The term "control" as used here-
in means the power to directly or indirectly direct or cause the direc-
tion of the management or policies of the Tenant.  A change or series
of changes in ownership of stock which would result in direct or
indirect change in ownership by the stockholders or an affiliated group
of stockholders of less than 50% of the outstanding stock shall not be
considered a change of control.

         If Tenant shall assign or transfer its interest in this Lease
or sublet the Premises having first obtained Landlord's consent at a
rental in excess of the rent due and payable by Tenant under the
provisions of sections     and     of this Lease, said excess rent
shall become the Landlord's.

         Any sale, assignment, mortgage, transfer, or subletting of
this Lease which is not in compliance with the provisions of this
paragraph shall be of no effect and void.

         The Landlord may assign this Lease and thereafter shall not be
liable hereunder; provided that the Landlord 's assignee shall assume
the Landlord's obligations hereunder.

ASSIGNMENT AND SUBLETTING

         Tenant shall have the right to assign this lease or to sub-
lease all or any portion of the Premises but any such assignment or
subletting shall not relieve Tenant of its obligations hereunder.

                        ASSIGNMENT OF LESSEE'S INTEREST

    Lessee shall not allow or permit any transfer of this lease or any
interest hereunder by operation of law, or assign, convey, mortgage,
pledge, or encumber this lease or any interest hereunder, or permit the
use or occupancy of the premises or any part thereof, by anyone other
than lessee, or sublet the entire premises or a portion thereof, with-
out, in each case, Lessor's written consent first had and obtained
(which consent shall not be unreasonably withheld).  No assignment or
subletting (with or without Lessor's consent) shall release Lessee from
any of its obligations hereunder.  Consent by Lessor pursuant to this
Article shall not be deemed, construed or held to be consent to any ad-
ditional assignment, conveyance, mortgage, pledge or encumbrance of
this lease but each successive act shall require similar consent of
Lessor.

ASSIGNMENT OR SUBLEASE

         Tenant agrees that subject to the further provisions hereof,
in the event Tenant should desire to assign this Agreement or sublet
the leased premises or any part thereof, Tenant shall give Landlord
written notice of such desire at least sixty (60) days in advance of
the date on which Tenant desires to make such assignment or sublease.
Landlord shall then have a period of thirty (30) days following receipt
of such notice within which to notify Tenant in writing that Landlord
elects either.  (1) to terminate this Agreement as to the space so af-
fected as of the date so specified by Tenant in which event Tenant will
be relieved of all further obligation hereunder as to such space.
(2) to permit Tenant to assign or sublet such space, subject, however,
to subsequent written approval of the proposed assignee or sublessee by
Landlord.  (3) to refuse to consent to Tenant's assignemnt or sub-
leasing such space and to continue this lease in full force and effect
as to the entire leased premises.  If Landlord should fail to notify
Tenant in writing of such election within said thirty (30) day period,
Landlord shall be deemed to have elected option (3) above.  No
assignment or subletting by Tenant shall relieve Tenant  in violation of
the terms and covenants of this Paragraph shall be void.

          Notwithstanding any of the foregoing provisions of this Para-
graph     of article to the contrary, it is agreed that if Landlord ap-
proves a proposed subletting by Tenant and such subletting will be
profitable for Tenant (i.e., the subrents received by Tenant with re-
spect to the subleased space will be in excess of the rentals then cur-
rently paid by Tenant with respect to such sublease, Landlord shall
participate in such excess amount ("Excess Rental") as hereinafter set
forth, and the following terms and conditions shall be applicable
thereto:

         (a)  As to any Excess Rental received by or payable to Tenant
during the first three years of the term of this Lease Agreement,
Landlord shall be entitled to, and shall be paid by Tenant, twenty-five
percent (25%) thereof.

         (b)  As to any Excess Rental received by or payable to Tenant
for any period subsequent to the first three years of the term of this
Lease Agreement, the following shall be applicable.

(i)  If the subleased space is less than twenty-five
(25%) percent of the total net rentable area covered by this
Lease Agreement, Landlord shall be entitled to receive, and
shall be paid by Tenant, fifty percent (50%) of such Excess
Rental .

(ii)  If the subleased space is at least twenty-five
percent (25%) but not more than fifty percent (50%) of the
total net rentable area covered by this Lease Agreement,
Landlord shall be entitled to receive, and shall be paid by
Tenant, seventy-five percent (75%) of such Excess rental.

(iii)  If the subleased space is more than fifty percent
(50%) of the total net rentable area covered by this Lease
Agreement, Landlord shall have the option of either receiving
all of such Excess rental or terminating such sublease and
this Lease Agreement, insofar as the space covered by such
sublease is concerned, in which latter event Tenant will be
relieved of all further obligations under this Lease Agreement
as to such space and the subtenant will be relieved of all
obligations with respect to such space under the sublease.

-    ASSIGNMENT AND SUBLETTING.

    A.  Tenant shall not, without the prior written consent of
Landlord, (i) assign, convey or mortgage this Lease or any interest
hereunder.   (ii) suffer to occur or permit to exist any assignment
of this Lease, or any lien upon Tenant's interest, involuntarily or by
operation of law.   (iii) sublet the Premises or any part thereof, or
(iv) permit the use of the Premises by any parties other than Tenant
and its employees.  Any such action on the part of Tenant shall be
void and of no effect.  Landlord's consent to any assignment, sublet-
ting or transfer or Landlord's election to accept any assignee, sub-
Tenant or transferee as the Tenant hereunder and to collect rent from
such assignee, subtenant or transferee shall not release Tenant or any
subsequent Tenant from any covenant or obligation under this Lease.
Landlord's consent to any assignment, subletting or transfer shall not
constitute a waiver of Landlord's right to withhold its consent to any
future assignment, subletting, or transfer.

    B.  In addition to withholding its consent, Landlord shall have the
additional right to terminate this lease as to that portion of the
Premises which Tenant seeks to assign or sublet, whether by requesting
Landlord's consent thereto or otherwise.  Landlord may exercise such
right to terminate by giving written notice to Tenant at any time prior
to Landlord's written consent to such assignment or sublease.  In the
event that Landlord exercises such right to terminate, Landlord shall
be entitled to recover possession of such portion of the Premises on
the later of (i) the proposed date for possession by such assignee or
subtenant, or (ii) ninety (90) days after the date of Landlord's notice
of termination to Tenant.

    C.  In the event that Landlord fails to exercise its termination
right and its right to withhold its consent as setforth in the prece-
ding Paragraph 16B, and in the event that Landlord consents to any as-
signment or sublease of any portion of the Premises, as a condition
of Landlord's consent, if Landlord so elects to consent, Tenant shall
pay to Landlord ninety percent (90%) of all profit derived by Tenant
from such assignment or sublease.  Tenant shall furnish Landlord with a
sworn statement, certified by an independent certified public ac-
countant, setting forth in detail the computation of profit (which com-
putation shall be based upon generally accepted accounting principles),
and Landlord, or its representatives, shall have access to the books,
records and papers of Tenant in relation thereto, and to make copies
thereof.  Any rent in excess of that paid by Tenant hereunder realized
by reason of such assignment shall be deemed an item of such profit.
If a part of the consideration for such assignment shall be payable
other than in cash, the payment to landlord shall be payable in
accordance with the foregoing percentage of the cash and other non-cash
considerations in such form as is satisfactory to Landlord.  Such
percentage of Tenant's profits shall be paid to Landlord promptly by
Tenant upon Tenant's receipt from time to time of periodic payments
from such Assignee or subtenant or at such other time as Tenant shall
realize its profits from such assignment or sublease.

                              ASSIGNMENT OF LEASE

    AGREEMENT made this ________ day of ______________, 19______ by
and between ___________________________________ with its principal
place of business located at _____________________________________
___________, hereinafter called "Assignor", and __________________
_____________________ with its principle place of business located at
_________________________________, hereinafter called "Lessor".

    WHEREAS, Assignor entered into a certain lease agreement dated
March 10, 19____  with Lessor for ____ square feet of office space in
Lessor's _______________ at ___________________________(attached as Ex-
hibit _____), as more specifically identified as part of Lessor's com-
plex of buildings shown on the attached Exhibit ____, and, __________

    WHEREAS, Assignor desires to assign said lease for a specified term
and Assignee desires to assume all rights, duties and liabilities that
Assignor has under said lease.

    NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties agree as follows:

    1.  Assignor for good and valuable consideration, receipt of which
is hereby acknowledged, hereby grants, bargains, assigns and transfers
to Assignee the said lease identified more specifically heretofore, a
copy of which is attached hereto and made a part hereof as if fully
incorporated herein, to become effective on the day and year first
written above for a eleven and one-half month period terminating April
14, 19____.

    2.  Assignee agrees to assume all rights, duties and liabiilties of
said lease hereby assigned from Assignor and agrees to pay to Landlord
the following rental and other charges as hereinafter set forth:
DOLLARS                 ($           ) per year (monthly installments
of ($            ) together with escalations as provided for in the
lease agreement as based upon "Electricity Cost Allowance"         ,
ft. 2/mo.; "Base Year" 19     .   "Tenant's Allocated Share"          %.
Assignee further agrees to faithfully perform all of the covenants,
stipulations and agreements of the Assignor under the lease from and
after the date of this assignment with the full force and effect as if
Assignee and signed the lease originally as the Tenant named therein.
Assignee agrees to provide a security deposit of

            ($            ) to Assignor upon execution of this assignment.

    3.  Assignee accepts said leased premises in an "AS IS" condition.

    4.  Neither this assignment nor the acceptance of rent and other
charge by lessor from Assignee, pursuant to this assignment shall re-
lease, relieve, or in any manner modify the obligations of Assignor
under the terms and conditions of the lease.  Lessor may have such re-
medies against Assignor in the event of Assignee's failure to pay rent
or other defaults or breaches of said lease as are provided in the
lease in the same manner as if this assignment of lease had not been
made.

    Assignor shall be notified by Lessor of all rent past due from As-
signee.  The taking of any remedy against Assignee with respect to rent
or other defaults or breaches shall not preclude Lessor from the exer-
cise of same or other remedies against Assignor but Lessor shall be
limited to one satisfaction for any defaults or breaches under said
lease.

    5.  Assignee hereby agrees that said Assignee will well and truly
indemnify and save harmless Assignor from all manner of suits, actions,
damages, charges and expenses including attorney's fees that Assignor
may sustain by reason of Assignee's failure to pay the rent reserved in
the said lease or by reason of Assignee's breach of any of the terms,
covenants and conditions of the lease herein assigned.

    IN WITNESS WHEREOF the parties hereto have executed this assignment
of lease the day and year first written above.

                                   By: ________________________________

Attest:
__________________________________.

                                   By: ________________________________

Attest:
___________________________________

                                   By: ________________________________



                            Successors and Assigns

    The covenants and conditions herein contained shall, subject to the
provisions of Article     hereof, apply to and bind the heirs, suc-
cessors, executors, administrators and assigns of all the parties
hereto.

    This lease shall inure to the benefit of and bind the heirs, de-
visees, executors, administrators, successors in interest and assigns
of the parties.

                            SUCCESSORS AND ASSIGNS

    THE COVENANTS AND AGREEMENTS CONTAINED IN THIS Lease are binding
upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.

LEASE BINDING
    The terms, covenants and conditions of this Lease shall be binding
upon and shall inure to the benefit of Landlord and Tenant and their
respective executors, administrators, heirs, distributees, legal re-
presentatives, successors and assigns.

    The terms, conditions, and covenants of this lease shall be binding
upon and shall inure to the benefit of each of the parties hereto,
their heirs, personal representatives, successors, sublessees or as-
signs, and shall run with the land.  Where more than one party shall
be lessors under the lease, the word "lessor" whenever used in this
lease shall be deemed to include all parties-lessor jointly and
severally.

           Successors and Assigns.  Each provision hereof shall extend
to and shall, as the case may require, bind and inure to the benefit of
Landlord and Tenant and their respective heirs, legal representatives,
successors and assigns, provided that this Lease shall not inure to the
benefit of any assignee, heir, legal representative, transferee or
successor of Tenant except upon the prior wirtten consent or election
of Landlord, as provided in Section

         The term "Landlord" as used in this Lease means only the
owner, or the mortgagee in possession, for the time being of the land
and the Building (or the owner of a lease of the Building or of the
land and the Building) of which the premises form a part, so that in
the event of a lease of the Building, or of the land and the Building.
Landlord shall be and hereby is entirely free and relieved of all cove-
nants and obligations of Landlord hereunder, and it shall be deemed
and construed without further agreement between the parties or their
successors in interest, or between the parties and the purchaser, at
any such sale, or the said Lessee of the Building, or of the land and
the Building, that the purchaser or the Lessee of the Building has
assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder.

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