GOVERNING LAW.  This agreement shall be construed and governed
under the laws of the State of ____________________________.

LAWS AND REGULATIONS: RULES OF BUILDING

         Tenant agrees to comply with all laws, ordinances, orders,
rules and regulations (state, federal, municipal and other agencies or
bodies having any jurisdiction thereof) relating to the use, condition
or occupancy of the leased premises and Building and for preservation
of good order therein, all of which will be sent by Landlord to Tenant
in writing and shall be thereafter carried out and observed by Tenant.

COMPLIANCE WITH LAW

    Landlord covenants that the Premises and the Building, and the
fixtures and appurtenances (except those installed by Tenant) do con-
form or that Landlord will promptly cause them to conform to every ap-
plicable requirement of law or duly constituted authority.  Of any
Board of Underwriters, rating bureau, or similar organization, or the
requirements of the carriers of all insurance on or relating to the
Premises or the Building whether such insurance be furnished by
Landlord or Tenant and that Landlord will, at its sole risk and ex-
pense, at all times during the term hereof promptly comply with all
such requirements.  The Tenant shall comply with all applicable
statutes, ordinances, rules and regulations pertaining to Tenant's use
of the Premises.

                              COMPLIANCE WITH LAW

Landlord warrants that the Demised Premises, all fixtures and ap-
purtenances related thereto, and all common areas of the building of
which the demised Premises are a part, conform to all applicable laws,
ordinances, regulations and requirements of governmental authorities,
boards of underwriters, rating bureaus and similar organizations, and
all insurers of the Demised Premises and the  building.  Landlord
shall, at its sole cost and expense, comply with all such exisiting and
future laws, ordinances, regulations, and requirements unless
compliance with future laws, ordinances, regulations and requirements
is required solely because of a use of the demised Premises peculiar
to Tenant.  If Landlord fails to comply with the provisions of this
paragraph, Tenant may, upon prior written notice to Landlord, either
comply in Landlord's stead and deduct all costs and expenses of com-
plaince from rents due under this Lease or terminate this Lease with
the same force and effect as if at its normal termination.

         GOVERNMENTAL ORDERS.  Lessee agrees, at its own expense, to
promptly comply with all requirements of any legally constituted public
authority made necessary by reason of Lessee's occupancy of said
Premises.  Lessor agrees to promptly comply with any such requirements
if not made necessary by reason of Lessee's occupancy.  It is mutually
agreed, however, between Lessor and Lessee that, if in order to comply
with such requirements, the cost to Lessor or Lessee, as the case may
be, shall exceed a sum equal to one year's rent, then Lessor or Lessee,
who is obligated to comply with such requirments, shall have the right
to terminate this lease by giving wtitten notice of termination to the
other party, by registered mail, which termination shall become ef-
fective sixty (60) days after receipt of such notice.  Which notice
shall eliminate necessity of compliance with such requirement by the
party giving such notice, unless the party receiving such notice of
termination shall, before termination becomes effective, pay to the
party giving notice all cost of compliance in excess of one year's
rent, or secure payment of said sum in manner satisfactory to party
giving notice.

                             RULES AND REGULATIONS

Tenant agrees to comply with all reasonable rules and regulations which
Landlord may establish from time to time for the protection and welfare
of Tenant, the building of which the demised Premises are a part, and
all of the other Tenants and occupants thereof.  Provided that all such
rules and regulations shall be uniformly applicable to all Tenants and
occupants and shall not interfere with Tenant's use of the Demised
Premises as intended.  A copy of the current rules and regulations are
attached hereto as Exhibit      .

    RULES AND REGULATIONS.

         Tenant agrees to observe the rules and regulations for the
Building attached hereto as exhibit        and made a part hereof.
Landlord shall have the right from time to time to prescribe additional
rules and regulations which, in its judgment, may be desirable for the
use, entry, operation and management of the Premises and Building, each
of which rules and regulations and any amendments thereto shall become
a part of this Lease.  Tenant shall comply with all such rules and
regulations.  Provided, however, that such rules and regulations shall
not contradict or abrogate any right or privilege herein expressly
granted to Tenant.

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