If default be made in the due and punctual payment of the
rent or any part thereof, or any other payments provided for herein, as
herein specified, and such default continues for a period of ten (10)
days from the due date of such payment, or if default be made in the
performance of any of the covenants and agreements contained in this
lease.  To be performed on the part of Tenant, and such default con-
tinues for a period of thirty (30) days after receipt of written notice
from Landlord advising Tenant of default, Landlord may elect at any
time thereafter to terminate this lease and the term thereof, giving
Tenant five (5) days' notice in writing of its intention to do so.
If such default be not cured within that time or such additional time
as may be reasonably necessary, provided Tenant shall promptly under-
take the curing of the default, this lease and the term thereof shall
terminate on the date fixed in such five (5) day notice or, if ad-
ditional time be necessary as aforesaid, then upon the date when Tenant
shall cease its endeavor to cure the default, as if said date were the
date originally fixed in this lease for the termination or expiration
thereof.  If Tenant shall file a petition in bankruptcy or be
adjudicated a bankrupt and such adjudication shall not be vacated or
set aside within sixty (60) days from the date thereof, or if Tenant
shall make as assignment for the benefit of creditors or take advantage
of any insolvency act, or if a receiver shall be appointed for Tenant
or its property and the appointment is not vacated or a bond posted
within sixty (60) days thereafter, Landlord may terminate this lease
forthwith upon written notice to Tenant.  Upon any termination of this
lease as herein provided, Landlord may reenter the premises either by
force or otherwise, and Tenant expressly waives any notice of the
proceedings required by law to be given preliminarily to a reentry by
Landlord.   Tenant hereby agrees that in case of such termination or
in case of such reentry or attempted reentry by Landlord, Tenant will
pay to Landlord a sum which, at the time of the happening of either of
the aforesaid events equals the rent and other payments herein
specified for the balance of the term of this lease, such sum to be due
and payable forthwith.  Upon any such reentry Landlord may, as agent
for Tenant, relet the premises or any part thereof, and any rents so
received shall be applied, first, to the cost of reletting, second, to
any expense of restoring the premises to proper condition pursuant to
any obligations of Tenant hereunder, and, third, on account of the rent
due from, or as reimbursement of any rent paid by Tenant, holding Ten-
ant responsible for any deficiency.  Landlor 's right of reentry here-
under shall be deemed to include the right to enter and remove Tenant
and those claiming under it by means of summary or such other
proceedings as prescribed by law.   Landlord shall have the right to
invoke any other remedy provided by law in case of breach of any of the
covenants of this lease by Tenant.

            DEFAULT AND REMEDIES

         (a)  It is mutually agreed that in the event Lessee shall de-
fault in the payment of the rent herein reserved, when due, and fails
to cure said default within thirty (30) days after written notice
thereof from Lessor, or if Lessee shall be in default in performing any
of the terms or provisions of this lease on its part to be performed
and such default continues after notice from Lessor for more than
thirty (30) days  and such additional time, if any, as is reasonably
necessary to cure such defaultor if Lessee is adjudicated bankrupt.
Or if a permanent receiver is appointed for Lessee's property and such
receiver is not removed within sixty (60) days after written notice
from Lessor to obtain such removal.  Of if Lessee makes an assignment
for the benefit of creditors.  Or if Lessee's effects should be levied
upon or attached under process against Lessee and not satisfied or dis-
solved within thirty (30) days of such additional time as may be rea-
sonably required, provided Lessee shall proceed with due diligence to
have same so satisfied or dissolved.  Then, and in any of said events,
Lessor may at once, or within six (6) months thereafter (but only dur-
ing continuance of such default), terminate this lease by written no-
tice to Lessee.  Whereupon this lease shall end.  Upon such termination
by Lessor, Lessee will at once surrender possession of the premises to
Lessor and remove all of Lessee's effects therefrom.   Lessor may
forthwith reenter the Premises and repossess himself without any
liability for so doing.  Should Lessor elect to terminate this lease by
reason of any default by Lessee not so cured, Lessor may thereupon re-
cover from Lessee the worth at the time of such termination of the de-
ficiency, if any, between Lessee's rent herein reserved and the then
existing reasonable market rental value of the premises.

    (b)  It is mutually agreed that in the event Lessor shall fail to
perform any of the covenants on its part to be performed and such de-
fault continues after written notice from Lessee for more than thirty
(30) days and such additional time, if any, as is reasonably necessary
to cure such nonperformance, then Lessee may perform the same for the
account of Lessor in which event Lessee may apply such claim against
subsequent monthly installments of rent.

DEFAULT BY TENANT
    Upon the happening of any of the following:

    (i)  if Tenant fails either (a) to pay any sum required to be paid
hereunder by Tenant when due and such failure shall continue for ten
(l0) days, or (b) to perform or observe any other agreement or covenant
or provision of this lease and any such failure shall continue for
thirty (30) days after notice.

    (ii)  if any voluntary petition or similar pleading under any
bankruptcy act or under any Federal or State law seeking reorganization
or arrangement with creditors or adjustment of debts, is filed by or
against Tenant, or if any such petition or pleading is involuntary, and
it is not adjudicated favorably to Tenant within thirty (30) days after
its filing.

    (iii)  if Tenant admits its inability to pay its debts, or if a re-
ceiver, trustee or other court appointee is appointed for all or a sub-
stantial part of Tenant's property.

    (iv)  if the leasehold interest of Tenant is levied upon or at-
tached by process of law.

    (v)  if Tenant makes an assignment for the benefit of creditors, or
if any proceedings are filed by or against Tenant to declare Tenant
insolvent  or unable to meet its debts.

    (vi)  if a receiver or similar type of appointment or court ap-
pointee or nominee of any name or character is made for Tenant or its
property.

    (vii)  if Tenant shall abandon the leased premises during the term
of this lease or any renewals or extensions thereof, then Landlord may
treat the occurrence of any one or more of the foregoing events as a
breach of this lease, (provided that no such levy, execution, legal
process or petition filed against Tenant shall constitute a breach of
this lease if Tenant shall vigorously contest the same by appropriate
proceedings and shall remove or vacate the same within thirty (30) days
from the date of its creation, service or filing).  Thereupon, at
Landlord's option, may, have any one or more of the following described
remedies in addition to all other rights and remedies provided at law
or in equity.

         (a)  Landlord may terminate this lease and forthwith repos-
sess the leased premises and be entitled to recover forthwith as
damages a sum of money equal to the total of (i) the cost of recovering
the leased premises.  (ii) the unpaid rent earned at the time of ter-
mination, plus interest thereon at the maximum legal rate per annum
from the due date.   (iii) the balance of the rent for the remainder of
the term less the fair market rental value of the leased premises for
said period.  (iv) any other sum of money and damages owed by Tenant
to Landlord.

         (b)  Landlord may terminate Tenant's right of possession (but
not the lease) and may repossess the leased premises by forcible entry
or detainer suit or otherwise, without demand or notice of any kind to
Tenant and without terminating this lease, in which event Landlord may,
but shall be under no obligation to do so, relet the same for the ac-
count of Tenant for such rent and upon such terms as shall be satisfac-
tory to Landlord.  For the purpose of such reletting Landlord is
authorized to decorate or to make any repairs, changes, alterations or
additions in or to leased premises that may be necessary or con-
venient, and (i) if Landlord shall fail or refuse to relet the leased
premises.   (ii) if the same are relet and a sufficient sum shall not
be realized from such reletting after paying the unpaid basic and Ad-
ditional Rent due hereunder earned but unpaid at the time of reletting
plus interest thereon at the maximum legal rate, the cost of recovering
possession, and all of the costs and expenses of such decorations, re-
pairs, changes, alterations and additions and the expense of such re-
letting and of the collection of the rent accruing therefrom to satisfy
the rent provided for in this lease to be paid.  Then Tenant shall pay
to Landlord as damages a sum equal to the amount of the rental reserved
in this lease for such period or periods, or if the leased premises
have been relet, the Tenant shall satisfy and pay any such deficiency
upon demand therefor from time to time and Tenant agrees that Landlord
may file suit to recover any sums falling due under the terms of this
Article     , Paragraph     from time to time.  That no delivery or
recovery of any portion due Landlord hereunder shall be any defense in
any action to recover any amount not theretofore reduced to judgment in
favor of Landlord, nor shall such reletting be construed as an election
on the part of Landlord to terminate this lease unless a written notice
of such intention be given to Tenant by Landlord.  Notwithstanding any
such reletting without termination, Landlord may at any time thereafter
elect to terminate this lease for such previous breach.

DEFAULT BY TENANT

    The occurrence of any one or more of the following events shall
constitute a material breach by Tenant:

    (a)  The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due,
where such failure shall continue for a period of ten (10) days
after receipt of written notice thereof by Tenant from Landlord.

    (b)  The failure by Tenant to observe or perform any of the
covenants, conditions or provisions of this Lease where such
failure shall continue for a period of thirty (30) days after
receipt of written notice thereof by Tenant from Landlord.
Provided, however, that if the nature of Tenant's default is
such that it cannot be cured solely by payment of money and
that more than thirty (30) days may be reasonably required for
such cure, then Tenant shall not be deemed to be in default if
Tenant shall commence such cure within such thirty (30) day
period and shall thereafter diligently prosecute such cure to
completion.

    (c)  (i)  the making of any general arrangement or any assignment
by Tenant for the benefit of creditors.

         (ii) the filing by or against Tenant of a petition to have
Tenant adjudged a bankrupt or a petition or reorganization or
arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against Tenant, that such
petition is dismissed within ninety (90) days).

         (iii) the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets.

         (iv)  the attachment, execution or other judicial seizure of
substantially all of Tenant's assets.

         TENANT'S DEFAULT.  The occurrence of any of the following
shall constitute a default by Tenant:

         (a)  Failure to pay rent or any other sums payable by Tenant
to Landlord hereunder, when due, if the failure continues for ten (10)
days after notice has been given to Tenant, by Landlord.

         (b)  Failure to perform any other provisions of this lease if
the failure to perform is not cured within thirty (30) days after no-
tice has been given to Tenant.  If the default cannot reasonably be
cured within thirty (30) days, Tenant shall not be in default of this
Lease if Tenant commences to cure the default within the thirty (30)
day period and diligently and in good faith continues to cure the
default.

         (c)  A general assignment by Tenant for the benefit of
creditors.

         (d)  The filing of a voluntary petition in bankruptcy by Ten-
ant or the filing of an involuntary petition or petition for re-
ceivership of the Tenant and any part of its assets by Tenant's
creditors, said petition remaining undischarged for a period of ninety
(90) days.

                                    DEFAULT
If Tenant shall be in default of any provision of this Lease relating
to the payment of rent, and such default shall continue for ten (10)
days from receipt by Tenant of written notice from Landlord of such de-
fault.   If Tenant shall be in default of any other provision of this
Lease and such default shall continue for thirty (30) days from re-
ceipt by Tenant of written notice from Landlord specifying the default,
then Landlord may enter the demised Premises, and repossess the same
and expel Tenant and those claiming under and through Tenant without
being deemed guilty in any manner of trespass, and upon entry as afore-
said, this Lease shall terminate.  Tenant will indemnify Landlord
against all loss of rent which Landlord may incur by reason of such
termination, provided Landlord shall make every reasonable effort to
mitigate such loss by reletting the Demised Premises.  If Landlord
shall be in default of any provision of this Lease and such default
shall continue for thirty (30) days from receipt by Landlord of a no-
tice specifying the default, then Tenant may terminate this Lease with-
out further obligation of Tenant and all prepaid rents and deposits
shall be refunded.  If either party shall become insolvent or make a
general assignment for the benefit of creditors; or if any proceeding
under any bankruptcy or insolvency statute is commenced by or against
either party; or if a receiver, trustee or liquidator is appointed to
take charge of all or substantially all of either party's assets, then
this Lease may, at the option of the other party, terminate upon thirty
(30) days prior written notice.

    CERTAIN RIGHTS RESERVED BY LANDLORD.

    Landlord shall have the following rights, each of which Landlord
may exercise without notice to Tenant and without liability to Tenant
for damage or injury to property, person or business on account of the
exercise thereof, and the exercise of any such rights shall not be deemed
to constitute an eviction or disturbance of Tenant's use or pos-
session of the Premises and shall not give rise to any claim for set-
off or abatement of rent and any other claim:

    (i)  To change the Building's name or street address.

    (ii) To install, affix and maintain any and all signs on the ex-
terior and on the interior of the Building.

    (iii) To decorate or to make repairs, alterations, additions, or
improvements, whether structural or otherwise, in and about the Build-
ing, or any part thereof, and for such purposes to enter upon the
Premises, and during the continuance of any of said work, to tem-
porarily close doors, entryways, public space and corridors in the
Building and to interrupt or temporarily suspend services or use of
facilities, all without affecting any of Tenant's obligations here-
under, so long as the Premises are reasonably accessible and usable.

    (iv)  To furnish door keys for the entry door(s) in the Premises at
the commencement of the Lease and to retain at all times, and to use in
appropriate instances, keys to all doors within and into the Premises.
Tenant agrees to purchase only from Landlord additional duplicate keys
as required, to change no locks, and not to affix locks on doors with-
out the prior written consent of the Landlord.  Notwithstanding the
provisions for Landlord's access to Premises, Tenant relieves and re-
leases the Landlord of all responsibility arising out of theft, robbery
and pilferage.  Upon the expiration of the term of or Lessee's right to
possession, Tenant shall return all keys to Landlord and shall disclose
to Landlord the combination of any safes, cabinets or vaults left in
the Premises.

    (v)  To designate and approve all window coverings used in the
Building.

    (vi) To approve the weight, size and location of safes, vaults and
other heavy equipment and articles in and about the Premises and the
Building so as not to exceed to legal live load per square foot desig-
nated by the structural engineers for the Building, and to require
all such items and furniture and similar items to be moved into or out
of the Building and Premises only at such times and in such manner as
Landlord shall direct in writing.  Tenant shall not install or operate
machinery or any mechanical devices of a nature not directly related to
Tenant's ordinary use of the Premises without the prior written consent
of Landlord.  Movements of Tenant's property into or out of the Build-
ing or Premises and within the Building are entirely at the risk and
responsibility of Tenant, and Landlord reserves the right to require
permits before allowing any property to be moved into or out of the
Building or Premises.

    (vii) To establish controls for the purpose of regulating all
property and packages, both personal and otherwise, to be moved into or
out of the Building and Premises and all persons using the Building
after normal office hours.

    (viii)  To regulate delivery and service of supplies in order to
insure the cleanliness and security of the Premises and to avoid
congestion of the loading docks, receiving areas and freight elevators.

    (ix)  To show the Premises to prospective Tenants at reasonable
hours during the last twelve months of the term and, if vacated or
abandoned, to show the Premises at any time and to prepare the Premises
for re-occupancy.

    (x)  To erect, use and maintain pipes, ducts, wiring and conduits,
and appurtenances thereto, in and through the Premises at reasonable
locations.

    (xi)  To enter the Premises at any reasonable time to inspect the
Premises.

    (xii)  To grant to any person or to reserve unto itself the ex-
clusive right to conduct any business or render any service in the
Building.  If Landlord elects to make available to Tenants in the Build-
ing any services or supplies, or arranges a master contract therefor,
Tenant agrees to obtain its requirements, if any, therefor from
Landlord or under any such contact, provided that the charges therefor
are reasonable.

         LANDLORD'S REMEDIES.  Landlord shall have the following reme-
dies if Tenant commits or suffers a default as described in Paragraph

      above, which remedies are not exclusive but are cumulative and in
addition to any remedies now or later allowed by law.

         (a)  Either with or without notice of demand, declare the Term
ended and re-enter the premises or any part thereof, either with or
without process of law, and expel or remove therefrom Tenant and all
parties occupying the same or any of them, using force as may be neces-
sary so to do, and again repossess and enjoy the same without prejudice
to any remedies that Landlord may otherwise have by reason of the
Tenant's breach hereof.   or

         (b)  Re-enter the premises, at its option, without declaring
the Lease Term ended and relet the whole or any part thereof for the
account of Tenant on such terms and conditions and at such rent as
Landlord may deem proper, collecting such rent and applying it on the
amount due from Tenant hereunder and on the expense of such reletting
(including expenses of alteration and special inducements to any one or
more replacement Tenants).  For any other damage or expense so
sustained by Landlord, or any such item or items, recovering from Tenant
the difference between the proceeds of such reletting and the amount of
rentals reserved hereunder and any such damage or attorney's or real-
tor's fees or other expenses from time to time which said sum Tenant
agrees to pay Landlord upon demand.

         (c)  Rent and other sums payable by Tenant to Landlord not
paid when due shall bear interest at the rate of ten percent (10%) per
year from the date due until paid.

                          Rights Reserved to Landlord

    Landlord shall have the following rights exercisable without no-
tice and without liability to Tenant for damage or injury to property,
person or business, (all claims for damage being hereby released) and
without effecting an eviction or disturbance of Tenant's use or pos-
session or giving rise to any claim for setoffs, or abatement of rent.

    a)  To change the name or street address of the building.



    b)  To install and maintain signs on the exterior and interior of
the building.

    c)  To designate all sources furnishing sign painting and
lettering, ice, mineral or drinking water, beverages, foods,
towels, vending machines or toilet supplies used or consumed on
the Premises.

    d)  To have pass keys to the Premises.

    e)  To decorate, remodel, repair, alter or otherwise prepare the
leased Premises for reoccupancy during the last six months of
the term hereof, if during or prior to such time Tenant vacates
the Premises, or at any time after Tenant abandons the
Premises.

    f)  To enter the Premises at reasonable hours to make inspections,
or to exhibit the Premises to prospective Tenants, purchasers or
others, or for other reasonable purposes.

    g)  To require all persons entering or leaving the building during
such hours as Landlord may from time to time reasonably
determine to follow reasonable security regulations, to
identify themselves to a watchman by registration or otherwise
and to establish their right to enter or leave, and to exclude
or expel any peddler, solicitor or beggar at any time from the
Premises or the building.

    h)  To approve the weight, size and location of safes, computers,
and other heavy articles in or about the Premises and the
building and to require all such items and other office
furniture and equipment to be moved in and out of the building
and Premises only at such times and in such manner as Landlord
shall direct and in all events at Tenant's sole risk and
responsibility.

    i)  At any time or times, to decorate and to make, at its own
expense, repairs, alterations, additions and improvements,
structural or otherwise, in or to the Premises, the building or
part thereof, and to perform any acts related to the safety,
protection or preservation thereof, and during such operations
to take into and through the Premises or any part of the
building all material and equipment required and to close or
temporarily suspend operation of entrances, doors, corridors,
or other facilities.  Provided that Landlord shall cause as
little inconvenience or annoyance to Tenant as is reasonably
necessary in the cirucmstances, and shall not do any act which
permanently reduces the size of the Premises.  Landlord may do
any such work during ordinary business hours and Tenant shall
pay Landlord for overtime and for any other expenses incurred
if such work is done during other hours at Tenant's request.

    j)  To do or permit to be done any work in or about the Premises or
the building or any adjacent or nearby building, land, street
or driveway.

    k)  To grant to anyone the exclusive right to conduct any business
or render any services in the building, provided such exclusive
right shall not operate to exclude Tenant from the use
expressly permitted by Article       .

    l)  To close the building at such reasonable time as Landlord may
determine, subject, however, to Tenant's right to admittance
under such regulations as shall be prescribed from time to time
by Landlord.

         Rights Reserved to Landlord.  Landlord shall have the fol-
lowing rights exercisable without notice and without liability to
Tenant for damage or injury to property, person or business (all claims
for damage being hereby released), and without effecting an eviction or
disturbance or Tenant's use or possession or giving rise to any claim
for setoffs, or abatement of rent.

         A.  To change the name or street address of the Building.

         B.  To install and maintain signs on the exterior and
interior of the Building.

         C.  To designate all sources furnishing sign painting and
lettering, ice, mineral or drinking water, beverages,
foods, towels, vending machines or toilet supplies used or
consumed on the Premises.

         D.  To have passkeys to the Premises.

         E.  To decorate, remodel, repair, alter or otherwise prepare
the Premises for reoccupancy during the last six months of
the term hereof, if during or prior to such time Tenant
vacates the Premises, or any time after Tenant abandons
the Premises.

         F.  To enter the Premises at reasonable hours to make inspections,
or to exhibit the Premises to prospective Tenants, purchasers or
others, or for other reasonable purposes.

         G.  To have access to all mail chutes according to the rules
of the United States Post Office.

         H.  To require all persons entering or leaving the Building
during such hours as Landlord may from time to time
reasonably determine to identify themselves to a watchman
by registration or otherwise and to establish their right
to leave or enter, and to exclude or expel any peddler,
solicitor or beggar at any time from thePremises of the
Building.

         I.  To approve the weight, size and location of safes,
computers, and other heavy articles in and about the
Premises and the Building and to require all such items
and other office furniture and equipment to be moved in
and out of the Building and Premises only at such time and
in such manner as Landlord shall direct and in all events
at Tenant's sole risk and responsibility.

         J.  At any time or times, to decorate and to make, at its own
expense, repairs, alterations, additions and improvements,
structural or otherwise, in or to the Premises, the
Building or part thereof, and to perform any acts related
to the safety, protection or preservation thereof, and
during such operations to take into and through the
Premises or any part of the Building all material and
equipment required.  To close or temporarily suspend
operation of entrances, doors, corridors, elevators or
other facilities, provided that Landlord shall cause as
little inconvenience or annoyance to Tenant as is
reasonably necessary in the circumstances, and shall not
do any act which permanently reduces the size of the
Premises.  Landlord may do any such work during ordinary
business hours and Tenant shall pay Landlord for overtime
and for any other expenses incurred if such work is done
during other hours at Tenant's request.

         K.  To do or permit to be done any work in or about the
Premises or the Building or any adjacent or nearby
Building, land, street or alley.

         L.  To grant to any one the exclusive right to conduct any
business or render any service in the Building, provided
such exclusive right shall not operate to exclude Tenant
from the use expressly permitted by Section    of this Lease.

         M.  To close the Building at 8:00 p.m. or at such other
reasonable time as Landlord may determine, subject,
however, to Tenant's right to admittance under such
regulations as shall be prescribed from time to time by
Landlord.

         N.  To prohibit the placing of vending or dispensing machines
of any kind in or about the premises without the prior
written permission of the Landlord.

         O.  Landlord reserves the right under the terms of this Lease
to require Tenant to move to equivalent space on another
floor in the Building upon receipt of thirty (30) days'
written notice from Landlord, in which event, Landlord
shall pay all moving costs, and the rent provided for
herein shall remain the same.   and

         P.  All other rights reserved by the Landlord pursuant to the
provisions of this Lease.

    Rights and Remedies of Landlord.  All rights and remedies of
Landlord herein enumerated shall be cumulative and none shall exclude
any other right or remedy allowed by law.

         A.  If any voluntary or involuntary petition or similar plead-
ing under any section or sections of any bankruptcy act shall be filed
by or against Tenant, or any voluntary or involuntary proceeding in any
court or tribunal shall be instituted to declare Tenant insolvent or
unable to pay Tenant's debts, or Tenant makes an assignment for the be-
nefit of its creditors, or a trustee or receiver is appointed for Ten-
ant or for the major part of Tenant's property.  Then and in any such
event, Landlord may, if Landlord so elects but not otherwise, and with
or without notice of such election, and with or without entry or other
action by Landlord, forthwith terminate this lease, and notwithstanding
any other provisions of this Lease.  Landlord shall forthwith upon such
termination be entitled to recover damages in an amount equal to the
then present value of the rent specified in Sections 3 and 4 of this
Lease for the residue of the stated term hereof, less the fair rental
value of the Premises for the residue of the stated term.

         B.  If Tenant defaults in the prompt payment of rent and such
default shall continue for five or more days after the same be due and
payable or in the performance or observance of any other provision of
this Lease and such other default shall continue for ten or more days
after notice thereof shall have been given to Tenant.  If the lease-
hold interest of Tenant be levied upon under execution or attached by
process of law, or if Tenant abandons the Premises, then and in any
such event Landlord, if it so elects, with or without notice or demand,
forthwith, or at any time therefter while such default continues,
either may terminate Tenant's right to possession, without terminating
this Lease, or may terminate this Lease.

     If the term of any lease, other than this Lease, made by Tenant for any
Premises in the building shall be terminated or terminable after the
making of this Lease because of any default by Tenant under such other
lease, such fact shall empower Landlord, at Landlord's sole option, to
terminate this Lease by notice to Tenant.

         C.  Upon any termination of this Lease, whether by lapse of
time or otherwise, or upon any termination of Tenant's right to pos-
session without termination of this Lease, Tenant shall surrender pos-
session and vacate the Premises immediately, and deliver into the upon
the Premises in such event with or without process of law and to repos-
sess Landlord of the Premises as of Landlord's former estate and to ex-
pel or remove Tenant and any others who may be occupying or within the
Premises.  To remove any and all property therefrom, using such force
as may be necessary, without being deemed in any manner guilty of
trespass, eviction, forcible entry or detainer, or converstion of
property, and without relinquishing Landlord's rights to rent or any
other right given to Landlord hereunder or by operation of law.  Tenant
expressly waives the service of any demand for payment of rent or for
possession and the service of any notice of Landlord's election to ter-
minate this Lease or to re-enter the Premises.  Including every form
of demand and notice prescribed by any statute or other law, and
agrees that the simple breach of any covenant or provision of this
Lease by Tenant shall, of itself, without the service of any notice or
demand whatsoever, constitute a forcible detainer by Tenant of the
Premises within the meaning of the statutes of the state of             .

         D.  If Tenant abandons the Premises or otherwise entitles
Landlord so to elect, and if Landlord elects to terminate Tenant's
right to possession only, without terminating this Lease, Landlord may,
at Landlord's option, enter upon the Premises, remove Tenant's signs
and other evidences of tenancy.  Take and hold possession thereof as
provided in paragraph C of this section     , without such entry and
possession terminating this Lease, or releasing Tenant, in whole or in
part, from Tenant's obligation to pay the rent hereunder for the full
term.  In any such case Tenant shall pay forthwith to Landlord's sum
equal to the entire amount of the rent specified in section     of this
Lease for the residue of the stated term plus any other sums then due
hereunder, upon and after entry into possession without termination of
this Lease, Landlord may but need not, relet the Premises or any part
thereof for the account of Tenant to any person, firm or corporation
other than Tenant for such rent, for such time and upon such terms as
Landlord in Landlord's sole discretion shall determine, and Landlord
shall not be required to accept any Tenant offered by Tenant or to ob-
serve any instructions given by Tenant about such reletting.  In any
such case, the Landlord may make repairs, alterations and additions in
or to the Premises, and redecorate the same to the extent deemed by
Landlord necessary or desirable, and Tenant shall, upon demand, pay the
cost thereof, together with Landlord's expenses of the reletting.  If
the consideration collected by Landlord upon any such reletting for
Tenant's account is not sufficient to pay the full amount of unpaid
rent reserved in this Lease, together with the cost of repairs,
alterations, additions, redecorating and Landlord's expenses, Tenant
shall pay to Landlord the amount of any deficiency, upon demand.  If
the consideration so collected from any such reletting is more than
sufficient to pay the full amount of the rent reserved herein, together
with the costs and expenses of Landlord, Landlord, at the end of the
stated term of this Lease, shall account for the surplus to Tenant.

         E.  Tenant hereby constitutes and irrevocably appoints any at-
torney of any court to be the true and lawful attorney of Tenant, and,
in the name, place and stead of Tenant, to appear for and on behalf of
Tenant in any court of record at any time in any suit or suits brought
against Tenant for the enforcement of any right hereunder by Landlord.
To waive the issuance and service of process and trial by jury, and
from time to time, to confess judgment or judgments in favor of
Landlord and against Tenant for any rent or other sums due.  Hereunder by
Tenant to Landlord, and interest thereon, and for costs of suit and for
a reasonable attorneys's fee in favor of Landlord to be fixed by the
court, and to release all errors that may occur or intervene in such
proceedings, including the issuance of execution upon any such judg-
ment, and to stipulate that no appeal shall be prosecuted from such
judgment or judgments.  That no proceedings in chancery or otherwise
shall be filed or prosecuted to interfere in any way with the operation
of such judgment or judgments or of any execution issued thereon or
with any supplemental proceedings taken by Landlord to collect the
amount of any such judgment or judgments, and to consent that execution
on any judgment or decree in favor of Landlord and against Tenant may
issue forthwith.

         F.  Any and all property which may be removed from the
Premises by Landlord pursuant to the authority of this Lease or of law,
to which Tenant is or may be entitled, may be handled, removed or
stored in a commercial warehouse or otherwise by Landlord at the risk,
cost and expense of Tenant, and Landlord shall in no event be re-
sponsible for the value, preservation or safekeeping thereof.  Tenant
shall pay to Landlord, upon demand, any and all expenses incurred in
such removal and all storage charges against such property so long as
the same shall be in Landlord's possession or under Landlord's control.
Any such property of Tenant not removed from the Premises or retaken
from storage by Tenant within thirty (30) days after the end of the
term, however terminated, shall be conclusively deemed to have been
forever abandoned by Tenant.

         G.  Tenant shall pay all Landlord's costs, charges and ex-
penses, including the fees of counsel, agents and others retained by
Landlord, incurred in enforcing Tenant's obligations hereunder or
incurred by Landlord in any litigation, negotiation or transaction in
which Tenant causes Landlord, without Landlord's fault, to become
involved or concerned.

         H.  If Tenant violates any of the terms and provisions of this
Lease, or defaults in any of its obligations hereunder, other than the
payment of rent or other sums payable hereunder, such violations may be
restrained or such obligation enforced by injunction.

         I.  Tenant hereby grants to Landlord a first lien and se-
curity interest upon the interest of Tenant under this Lease and the
personal property of the Tenant located in the Premises to secure the
payment of monies due under this Lease, which lien may be foreclosed in
equity.

RESERVATION OF RIGHTS BY LANDLORD

         Unless expressly waived in writing, Landlord shall have the
following rights, exercisable without notice (except as provided to the
contrary in subsection (1), without any liability to Tenant for damage
or injury to person, property or business, without being deemed an
eviction or disturbance in any manner of Tenant's use or possession of
the Premises and without relieving Tenant from its obligation to pay
all rent when due or from any other obligation under this lease.  (1) to
change the Building's name without notice or to change the Building's
street address upon 60 days' prior notice.  (2) to install, affix and
maintain any and all signs on the exterior and/or interior of the
Building (excluding the interior of the leased premises).   (3) to
designate or approve prior to installation all types of signs, window
shades, blinds, drapes, awnings or other similar items, and all
internal lighting, fixtures or equipment that may be visible from the
exterior of the leased premises of the Building.   (4) to display the
leased premises to prospective Tenants at reasonable hours during the
last l2 months of the term hereof.   (5) to change the arrangement and/or
location of entrances, doors, corridors, elevators,  stairs, toilets or
other public parts of the Building.   (6) to grant to any person the ex-
clusive right to conduct any business or render any service in or to
the Building, provided such exclusive right shall not operate to
prohibit Tenant from using the leased premises for such purposes as are
permitted under this lease.   (7) to prohibit the placing of vending or
dispensing machines of any kind in or about the leased premises, except
machines for the exclusive use of Tenant, its employees and invitees.
(8) to have access for Landlord and other Tenants of the Building to
any mail chutes located in the leased premises according to the rules
of the United States Post Office.   (9) to close the Building after re-
gular working hours and on Saturdays, Sundays and national holidays,
under such regulations as Landlord prescribes for security purposes.
(10) to take any and all reasonable measures, including inspections,
repairs, alterations, decorations, additions and improvements to the
leased premises or to the Building, as may be necessary or desirable in
the operation thereof or for the safety, protection or preservation
thereof or Landlord's interest therein.   (11) to retain at all times
master keys or passkeys to the leased premises.   and (12) to install,
operate and maintain a Building security system which monitors, by
closed circuit television or otherwise, all traffic entering and leav-
ing the Building.

LANDLORD'S REMEDIES

    In the event of any material breach of this Lease by Tenant, then
Landlord in addition to other rights or remedies it may have, shall
have the right to terminate this Lease upon fifteen (15) days written
notice to the Tenant and also the right, with or without termination of
this Lease, of re-entry upon and taking possession of the Premises and
Landlord may remove all persons and property from the Premises.  Such
property may be removed and stored in any other place in the Building
or in any other reasonably secure place for the account of and at the
expense and risk of Tenant.  Tenant hereby waives all claims for
damages which may be caused by the re-entry of Landlord and taking pos-
session of the Premises or removing or storing the furniture and
property as herein provided and shall save Landlord harmless from any
costs and damages occasioned Landlord thereby, and no such re-entry
shall be considered or be construed to be a forcible entry.  Should
Landlord elect to re-enter, as herein provided, or should it take pos-
session pursuant to legal proceedings or pursuant to any notice
provided for by Law, Landlord may either terminate this Lease or,
Landlord may from time to time, without terminating this Lease, relet
the Premises or any part thereof for such term or terms and at such ren-
tal or rentals and upon such other terms and conditions as may be rea-
sonable, with the right to make minor alterations and repairs to the
Premises.  Rental received by Landlord from such reletting shall be ap-
plied first, to the payment of any costs of such reletting including
reasonable brokerage and attorney's fee, and the residue, if any, shall
be held by Landlord and applied in payment of future rent as the same
may become due and payable hereunder.  Should such rentals received
from such reletting during any month be less than one twelfth (1/12) of
the annual rent reserved hereunder, then Tenant shall pay such de-
ficiency to Landlord.  Such deficiency shall be calculated and paid
monthly.  No such re-entry or taking possession of the Premises by
Landlord shall be construed as an election on its part to terminate
this Lease, unless a written notice of such intention be given to
Tenant in which event Tenant's obligations to Landlord shall forthwith
cease, or unless the termination thereof be decreed by a court of com-
petent jurisdiction.

                              Landlord's Remedies

    If default shall be made in the payment of any sum required to be
paid by Tenant under this Lease and default shall continue for five (5)
days after written notice to Tenant, or default shall be made in the
performance of any of the other covenants or conditions which Tenant is
required to observe and perform.  Such default shall continue for
thirty (30) days after written notice to Tenant, or if the interest of
Tenant under this Lease shall be levied on under execution or other
legal process, or if any petition shall be filed by or against Tenant
to declare Tenant a bankrupt or to delay, reduce or modify Tenant's
debts or obligations, or if any petition shall be filed or other action
taken to reorganize or modify Tenant's capital structure if Tenant be a
corporation or other entity, or if Tenant be declared insolvent
according to law, of if any assignment of Tenant's property shall be made
for the benefit of creditors, or if a receiver or trustee is appointed
for Tenant or its property.  If Tenant shall abandon the Premises or
discontinue its day to day business activities during the term of this
Lease, the Landlord may treat the occurrence of any one or more of the
foregoing events as a breach of this Lease (provided that no such levy,
execution, legal process or petition filed against Tenant shall
constitute a breach of this Lease.  If Tenant shall vigorously contest
the same by appropriate proceedings and shall remove or vacate the same
within thirty (30) days from the date of its creation, service or
filing) and thereupon, at its option, may, without notice or demand of
any kind to Tenant or any other person, have any one or more of the
following described remedies in addition to all other rights and
remedies provided at law or in equity.

    1.  Landlord may terminate this Lease and forthwith repossess the
Premises and be entitled to recover forthwith as damages a sum of money
equal to the balance of the total rent then remaining unpaid hereunder
less the rental value of the Premises for such period remaining of the
term of this Lease for which the Premises are relet, and any other sum
of money and damages owed by Tenant to Landlord.

    2.  Landlord may terminate Tenant's right of possession and may re-
possess the premises by forcible entry or detainer suit or otherwise,
without demand or notice of any kind to Tenant and without terminating
this Lease, in which event Landlord may, but shall be under no ob-
ligation so to do, relet the same for the account of Tenant for such
rent and upon such terms as shall be satisfactory to Landlord.  For the
purpose of such reletting Landlord is authorized to decorate or to make
any repairs, changes, alterations or additions in or to the Premises
that may be necessary or convenient and if Landlord shall fail or re-
fuse to relet the Premises, or if the same are relet and a sufficient
sum shall not be realized from such reletting after paying all of the
costs and expenses of such decorations, repairs, changes, alterations
and additions and the expense of such reletting and the collection of
the rent accruing therefrom to satisfy the rent.  Provided for in the
Lease to be paid, then  Tenant shall pay to Landlord as damages a sum
equal to the amount of the rental reserved in this Lease for such peri-
od or periods, or if the Premises have been relet the Tenant shall
satisfy and pay any such deficiency upon demand therefore from time to
time and Tenant agrees that Landlord may file suit to recover any sums
falling due under the terms of this Lease from time to time, and that
no delivery or recovery of any portion due Landlord hereunder shall be
any defense to any subsequent action brought for an amount not here-
tofore reduced to judgment in favor of Landlord.

DEFAULT BY LANDLORD

    The occurrence of any one or more of the following events shall
constitute a material breach by Landlord.

    (a)  The failure by Landlord to make any payment required to be
made by Landlord hereunder, as and when due, where such
failure shall continue for a period of ten (10) days after
written notice thereof from Tenant to Landlord.

    (b)  The failure by Landlord to observe or perform any of the
covenants, conditions or provisions of this Lease where such
failure shall continue for a period of thirty (30) days after
written notice thereof from Tenant to Landlord.   Provided
however, that if the nature of Landlord's default is such that
it cannot be cured solely by payment of money and that more
than thirty (30) days may be reasonably required for such
cure, then Landlord shall not be deemed to be in default if
Landlord shall commence such cure within such thirty (30) day
period and shall thereafter diligently prosecute such cure to
completion.

LANDLORD'S REMEDIES.

    If default shall be made in the payment of the Rent or any install-
ment thereof or in the payment of any other sum required to be paid by
Tenant under this Lease or under the terms of any other agreement be-
tween Landlord and Tenant and such default shall continue for five (5)
days after written notice to Tenant.  If default shall be made in the
observance or performance of any of the other covenants or conditions
in this Lease which Tenant is required to observe and perform and such
default shall continue for ten (10) days after written notice to Ten-
ant, or if a default involves a hazardous condition and is not cured by
Tenant immediately upon written notice to Tenant, or if the interest of
Tenant in this Lease shall be levied on under execution or other legal
process.  If any voluntary petition in bankruptcy or for corporate
reorganization or any similar relief shall be filed by Tenant, or if
any involuntary petition in bankruptcy shall be filed against Tenant
under any federal or state bankruptcy or insolvency act and shall not
have been dismissed within thirty days from the filing thereof, or if a
receiver shall be appointed for Tenant or any of the property of Tenant
by any court and such receiver shall not have been dismissed within
thirty days from the date of his appointment.  If Tenant shall make
an assignment for the benefit of creditors, or if Tenant shall admit in
writing Tenant's inability to meet Tenant's debts as they mature, or if
Tenant shall abandon or vacate the Premises during the Term, then
Landlord may treat the occurrence of any one or more of the foregoing
events as a breach of this Lease, and thereupon at its option may, with
or without notice or demand of any kind to Tenant or any other person,
have anyone or more of the following described remedies in addition to
all other rights and remedies provided at law or in equity or elsewhere
herein.

         (i)  Landlord may terminate this Lease and the Term created
hereby, in which event Landlord may forthwith repossess the Premises
and be entitled to recover forthwith, in addition to any other sums or
damages for which Tenant may be liable to Landlord, as damages a sum of
money equal to the excess of the value of the rent provided to be paid
by Tenant for the balance of the Term over the fair market rental value
of the Premises, after deduction of all anticipated expenses or relet-
ting, for said period.  Should the fair market rental value of the
Premises, after deduction of all anticipated expenses of reletting, for
the balance of the term exceed the value of the rent provided to be
paid by Tenant for the balance of the term, Landlord shall have no
obligation to pay to Tenant the excess or any part thereof or to credit
such excess or any part thereof against any other sums or damages for
which Tenant maybe liable to Landlord.

        (ii)  Landlord may terminate Tenant's right of possession and
may repossess the Premises by forcible entry and detainer suit, by tak-
ing peaceful possession or otherwise,  without terminating this Lease,
in which event Landlord may, but shall be under no obligation to, relet
the same for the acount of Tenant, for such rent and upon such terms as
shall be satisfactory to Landlord.  for the purpose of such reletting,
Landlord is authorized to decorate, repair, remodel or alter the
Premises.  If Landlord shall fail to relet the Premises, Tenant shall
pay to Landlord as damages a sum equal to the amount of the rent re-
served in this Lease for the balance of the term.  If the Premises are
relet and a sufficient sum shall not be realized from such reletting
after paying all of the costs and expenses of all decoration, repairs,
remodeling, alterations and additions and the expenses of such relet-
ting and of the collection of the rent accruing therefrom to satisfy
the Rent provided for in this Lease, Tenant shall satisfy and pay the
same upon demand therefor from time to time.  Tenant shall not be en-
titled to any rents received by Landlord in excess of the rent provided
for in this Lease.  Tenant agrees that Landlord may file suit to re-
cover any sums falling due under the terms of this Paragraph    from
time to time and that no suit or recovery of any portion due Landlord
hereunder shall be any defense to any subsequent action brought for any
amount not theretofore reduced to judgment in favor of Landlord.

         LANDLORD'S DEFAULT AND TENANT'S REMEDIES.   Landlord shall be
in default of this Lease if it fails or refuses to perform any
provision of this Lease that it is obligated to perform if the failure to
perform is not cured within thirty (30) days after written notice of
the default has been given by Tenant to the Landlord.   If the default
cannot reasonably be cured within thirty (30) days, Landlord shall not
be in default of this Lease if Landlord commences to cure the default
within the thirty (30) day period and diligently and in good faith con-
tinues to cure the default.

         Tenant, at any time after Landlord commits a default, can cure
the default at Landlord's cost.  If Tenant at any time, by reason of
Landlord's default, pays any sum or does any act that requires the pay-
ment of any sum, the sum paid by Tenant shall be due immediately from
Landlord to Tenant upon receipt by Landlord of Tenant's written demand
therefor, and if paid at a later date, shall bear interest at the rate
of ten percent (10%) per annum from the date of receipt by Landlord of
Tenant's written demand therefor until Tenant is reimbursed by
Landlord.  If Landlord fails to reimburse Tenant as required by this
paragraph, Tenant shall have the right to withhold from future rent due
the sum Tenant has paid until Tenant is reimbursed in full for the sum
and interest on it, but shall not be entitled to terminate this Lease.

         COVENANTS OF LESSOR.  Lessor covenants and agrees with Lessee
that:

         (a)  The demised premises will comply in every respect with
the laws, ordinances and regulations, municipal or otherwise that are
in effect and may govern the same on the date of this lease.

         (b)  Lessor will make all necessary repairs and replacements
to the Building during the first year of Lessee's possession where
necessary due to defective labor and material.   Including repairs cov-
ered by warranties of Lessor's contractors.   Correction due to any
failure to comply with the plans and specifications as approved by Les-
see.  Should Lessor fail or neglect to make said repairs or re-
placements of any parts thereof, for which Lessor is responsible, Les-
see, may after giving written notice to Lessor requiring said repairs
or replacements, have the right to make such repairs or replacements or
cause said repairs or replacements to be made and deduct the cost
thereof from rental accruing.

         (c)  Lessor agrees that Lessee shall have quiet and peaceable
possession and enjoyment of Leased premises during the term aforesaid,
and Lessor warrants and agrees to defend Lessee in such quiet and
peaceful use against claims of all persons whomsoever.

         (d)  Lessee shall have the right at its own expense to make
such alterations, additions, installation, changes, and improvements in
and upon the demised premises as may be necessary for Lessee's
purposes, provided such alterations, additions, installations, changes,
and improvements shall not damage the Building or diminish its value
and provided written consent is first obtained from the Lessor which
consent will not be unreasonably withheld.  Lessee shall upon the ter-
mination of this lease or at any time during the continuance hereof
have the right to remove any alterations, additions, installation,
changes, and improvements to said premises made by Lessee, and at the
expense of Lessee.  Any damage caused by such removal will be repaired
by Lessee at its expense and prior to the surrender of leased premises.
In the event Lessee fails to so remove any of said additions,
improvements, or property which Lessee has the right to remove prior to
the termination hereof, Lessee shall be deemed to have abandoned the
said property and thereupon the same shall become the property of Lessor.

         (e)  Lessee shall have the exclusive right to install its sign
or display upon the building, provided such sign or signs shall not
injure the building and provided further that any sign attached to the
building shall be in conformity with the city or other municipal ordi-
nance covering the same.  Upon the termination of this lease or upon
the removal of such sign or signs, any defacement or damage to the ex-
terior of the building shall be promptly repaired by Lessee.

         (f)  Lessor agrees during the term of this lease to keep in
good repair the roof, foundation, and exterior walls of the leased
premises, except repairs rendered necessary by the negligence of Les-
see, its agents, employees, and servants.  Lessor shall not be re-
sponsible for the repairs of paved areas.

TENANT'S REMEDIES

    In the event of any material breach of this Lease by Landlord, then
Tenant in addition to other rights or remedies it may have, at Tenant's
sole option, may perform such obligations of Landlord.  Tenant shall
have the right to set off any expense incurred thereby against any rent
or other payment due or to become due hereunder.

COVENANTS OF LESSEE.  Lessee covenants and agrees with Lessor that Les-
see will during the term of this lease:

         (a)  pay the rent as above specified.

         (b)  use and occupy the said premises in a careful and proper
manner.

         (c)  comply with all lawful requirements of state, municipal,
or public authorities respecting Lessee's use and occupancy of said
premises.

         (d)  after the first year of Lessee's possession, perform and
pay for all repairs and maintenance to the building and the demised
Premises.  Provided, however, that Lessee will not be obligated to make
such repairs or perform such obligations as are in this lease assumed
by Lessor.

         (e)  pay as the same shall become due, all ad valorem taxes,
property taxes, or other assessments, except special assessments, that
may be levied against the demised property and any and all improvements
thereon.

         (f)  pay as the same shall become due, all taxes or as-
sessments levied against it on account of the operation upon the de-
mised property of the business operated thereon.

         (g)  surrender demised Premises at the expiration of the lease
or any extensions thereof in good condition, ordinary wear and tear,
and damage by fire, storm, wind, flood, or other casualty excepted.

         (h)  permit Lessor to enter demised Premises at all reasonable
times for the purpose of inspecting the demised Premises.

         (i)  pay for all utilities used on the demised Premises.

         (j)  repair or replace dock bumpers, loading doors, personnel
doors, fire doors, windows, and operating hardware and accessories.

         (k)  repair and maintain air conditioning and heating systems
and repair and maintain all fire protective systems, plumbing systems,
electrical systems, pumps for the sprinkler system and domestic system,
wastewater and stormwater collection and disposal systems.

                                 Tenant Shall
Tenant shall do the following:

Repairs:  Keep in good order, condition and repair the interior of the
Premises at Tenant's expense, except for ordinary wear and as otherwise
provided in this Lease, and shall promptly and adequately repair all
damage to the interior of the Premises under the supervision and ap-
proval of the Landlord.

Removal Permit:  List all furniture, equipment and similar articles
Tenant desires to remove from the Premises or the building and deliver
a copy to Landlord and procure a removal permit from the office of the
building authorizing building employees to permit such articles to be
removed.

Doors to be Locked:  Close and securely lock all doors before leaving
the Premises unattended.  Any damage resulting from failure to do so
shall be paid by Tenant.

Holding Over:  Pay Landlord for each day Tenant retains possession of
the Premises or any part thereof after termination hereof, by lapse of
time or otherwise _______________________________ ($            )
per day rental and also pay all damages sustained by Landlord by reason
of such retention.  Acceptance by Landlord of rent after such ter-
mination shall not constitute a renewal nor waive Landlord's right of
re-entry or any other right.

Laws and Regulations:  Comply with all reasonable rules and regulations
Landlord may adopt from time to time for the protection and welfare of
the building and its Tenants and occupants, and comply with all laws,
ordinances, orders and regulations and with the directions of any
public officer authorized by law with respect to the Premises and the
use and occupancy thereof.

Light Bulbs and Lamps:  Purchase from Landlord or its agents or from an
independent contractor to be designated by Landlord, all lamps, bulbs
and ballasts used in the Premises.  Tenant shall pay for the furnishing
and installation of lamps, bulbs and ballasts at prices to be standard
for the building.

Tenant shall not do the following:

Signs:  Affix, or cause to be affixed to any part of the building of
which the Premises are a part, any sign, advertisement or notice with-
out the prior consent of Landlord.

Advertising:  Advertise the business, profession or activities of Ten-
ant in any manner which violates the letter or spirit of any code of
ethics adopted by any recognized association or organization pertaining
thereto or use the name of the building for any purpose other than that
of the business address of the Tenant, or use any picture or likeness
of the building or the name thereof, or any other name by which the
building may from time to time be known, in any lettterheads, enve-
lopes, circulars, notices, advertisements, containers or wrapping
material, without Landlord's express consent in writing.

Article sold:  Exhibit, sell or offer for sale, use, rent, or exchange
in the Premises or building any article, thing or service except those
ordinarily embraced within the use of the Premises specified in article
____ without the prior written consent of Landlord.

Unlawful Use:  Make or permit any use of the Premises which, directly or
indirectly, is forbidden by law, ordinance or governmental or municipal
regulation or order, or which may be dangerous to life, limb or
property.

Hazardous Materials:  Use or permit to be brought into or kept in the
Premises or the building any flammable oils or fluids, or any explosive
or other articles deemed hazardous to person or property, or do or
permit to be done any act or thing which will invalidate or be in con-
flict with fire or other insurance policies covering the building or its
operation, or the Premises or part of either.   Do or permit to be
done anything in or upon the Premises, which shall not comply with all
rules, orders, regulations, or requirements of the Board of Fire Under-
writers, or any similar organization (and Tenant shall at all times
comply with all such rules, orders, regulations or requirements), or
which shall increase the rate of insurance on the building, its ap-
purtenances or contents.  If by reason of the failure of Tenant to
comply with the provisions of this paragraph, any insurance premium shall
at any time be increased above what it otherwise would be, Tenant shall
reimburse Landlord to the extent of all such increase in premiums paid
by Landlord.

Various Prohibited Uses:  Overload any floor; install or operate any
refrigerating, heating or air conditioning apparatus or carry on any
mechanical business, without the prior written permission of Landlord.
Use the Premisesfor housing, lodging or sleeping purposes; permit
preparation or warming of food in the Premises or permit food to be
brought into the Premises for consumption therein, except by express
permission of Landlord, who may in its sole discretion refuse such
permission or impose any conditions in granting it, and revoke it at
will, (warming of coffee and individual lunches of employees excepted).

Sound Devices:  Place any radio or television antenna on the roof or on
or in any part of the inside or outside of the building other than the
inside of the Premises; or operate or permit to be operated any musical
or sound producing instrument or device inside or outside the Premises
which may be heard outside the Premises.   Operate any electrical
device from which may emanate electrical waves, which may interfere with
or impair radio or television broadcasting or reception from or in the
building or elsewhere.

Nuisances:   Bring or permit to be in the building any bicycle or other
vehicle, or dog (except in the company of a blind person) or other ani-
mal or bird; make or permit any objectionable noise or odor to emanate
from the Premises; do anything therein tending to create, or maintain,
a nuisance; disturb, solicit or canvass any occupant of the building,
or do any act tending to injure the reputation of the building.

Cleanliness and Obstruction of Public Areas:  Place anything or allow
anything to be placed near the glass of any door, partition or window
which may be unsightly from outside the Premises; or, allow anything to
remain in place or store anything in, or obstruct in anyway, any pas-
sageway exit, stairway, or parking area.  Tenant shall lend its full
cooperation to keep such areas free from all obstruction and in clean
and sightly condition.

Additional Locks:  Attach or permit to be attached additional locks or
similar devices to any door, transom or window; change existing locks
or the mechanism thereof; or make or permit to be made any keys for any
door other than those provided by Landlord.  (If more than two keys for
one lock are desired, Landlord will provide them upon payment therefore
by Tenant).

Defacing Premises:  Do any painting or decorating in the Premises; or
mark, paint, cut or drill into, drive nails or screws into, or in any
way deface any part of the Premises or building, outside or inside,
without the written consent of Landlord.

Alterations:  Make installations, alterations, or additions in or to
the Premises without submitting plans and specifications to Landlord
and securing Landlord's prior written consent in each instance.  Such
work shall be done at Tenant's expense by employees or contractors em-
ployed or approved by Landlord.  Premises, building and site shall at
all times be free of liens for labor and materials supplied or claimed
to have been supplied to Tenant.

Parking Facilities:  Use parking facilities contrary to rules and re-
gulations adopted by Landlord and applicable to all Tenants of build-
ing, nor use more then ___________ parking spaces for its employees,
agents, visitors and invitees.

         Tenant's Obligations.

         A.  Repairs.  Except for ordinary wear and as otherwise
provided in this Lease, Tenant shall at all times during the term here-
of, at its sole expense, keep the Premises and every part thereof in
good order, repair and condition, and Tenant shall promptly arrange
with Landlord at Tenant's sole expense for the repair of all damages to
the Premises and the replacement or repair of all damaged or broken
glass (including signs thereon).  Fixtures and appurtenances (including
hardware and heating, cooling, ventilating, electrical, plumbing and
other mechanical facilities in the Premises), with materials equal in
quality and class to the original materials damaged or broken, within
any reasonable period of time specified by Landlord, all repairs and
replacements to be made under the supervision and with the prior writ-
ten approval of Landlord, using contractors or persons acceptable to
Landlord.  If Tenant does not promptly make such arrangements, Landlord
may, but need not, make such repairs and replacements and the amount
paid by Landlord for such repairs and replacements shall be deemed ad-
ditional rent reserved under this Lease due and payable forthwith.
Landlord may, but shall not be required to do so, enter the Premises at
all reasonable times to make any repairs, alterations, improvements or
additions, including, but not limited to, ducts and all other
facilities for heating and air conditioning service, as Landlord shall
desire or deem necessary for the safety, preservation or improvement of
the Building, or as Landlord may be required to do so by the munici-
pality in which the Building is located or by the order or decree of any
court or by any other proper authority.  The cost of all repairs made
by Landlord to the Property which are made necessary as a result of
misuse or neglect by Tenant or Tenant's employees, invitees or agents
shall be immediately paid by Tenant to Landlord upon being billed for
same.

         B.  Removal Permit.  Tenant shall list all furniture, equip-
ment and similar articles Tenant desires to remove from the Premises or
the Building and deliver a copy to Landlord and procure a removal
permit from the Office of the Building authorizing Building employees
to permit such articles to be removed.

         C.  Doors To Be Locked.  Before leaving the Premises unat-
tended, Tenant shall close and securely lock all doors and transoms and
shut off all utilities in the Premises.  Any damage resulting from
failure to do so shall be paid by Tenant.

         D.  Holding Over.  Tenant shall pay to the Landlord for each
day Tenant retains possession of the Premises or any part thereof after
termination hereof, by lapse of time or otherwise, double the amount of
the daily rental then required by the terms hereof for the last monthly
period prior to the date of such termination and also pay all damages
sustained by Landlord by reason of such retention.  If Landlord
gives notice in writing to Tenant of Landlord's election thereof (and
not otherwise), such holding over shall constitute renewal of this
Lease for one year, but acceptance by Landlord of rent after such ter-
mination shall not constitute a renewal nor waive Landlord's right of
re-entry or any other right.

         E.  Laws and Regulations.  Tenant shall comply with all rea-
sonable rules and regulations Landlord may adopt from time to time for
the protection and welfare of the Building, the Property and its
Tenants and occupants, and comply with all laws, ordinances, orders and
regulations and with the directions of any public officer authorized
by law with respect to the Premises and the use and occupancy thereof.

         F.  Signs.  Tenant shall not paint, display, inscribe or affix
any sign, trademark, picture, advertising, notice, lettering or direc-
tion on any part of the outside or inside of the Building, or on the
Premises, except on the public hallway doors of the Premises, and then
only such name or names or matter and of such color, size, style,
character and material as shall be first approved by Landlord in writ-
ing.  Landlord reserves the right to remove any other matter, without
notice to Tenant and at the cost and expense of Tenant.

         G.   Advertising.  Tenant shall not advertise the business,
profession or activiites of Tenant in any manner which violates the
letter or spirit of any code of ethics adopted by any recognized as-
sociation or organization pertaining thereto or use the name of the
Building for any purpose other than that of the business address of
Tenant.  Use any picture or likeness of the Building or __________
_______  or any other name by which the Building may from time to time
be known, on any letterhead, envelope, circular, notice, advertisement,
container or wrapping material, without the prior written consent of
Landlord.

         H.  Articles Sold.  Tenant shall not exhibit, sell or offer
for sale, rent or exchange in the Premises or in the Building any arti-
cle, thing or service except those ordinarily embraced within the use
of the Premises specified in article     , without the prior written
consent of Landlord.

         I.  Unlawful Use.  Tenant shall not make or permit any use of
the Premises which, directly or indirectly, is forbidden by law, ordi-
nance, governmental or municipal regulation or order, or which may be
dangerous to life, limb or property.

         J.  Hazardous Materials.  Tenant shall not use or permit to be
brought into or keep in the Premises or the Building any inflammable
oils or fluids, or any explosive or other articles deemed hazardous to
person or property; or do or permit to be done any act or thing which
will invalidate or be in conflict with fire or other insurance policies
covering the Building or its operation, or the Premises, or part of
either.  Do or permit to be done anything in or upon the Premises,
which shall not comply with all rules, orders, regulations, or re-
quirements of the Board of Fire Underwriters, or any similar organization
(and Tenant shall at all times comply with all provisions of this
paragraph, including, but not limited to, the mere use to which Tenant
shall put the Premises, any insurance premium shall at any time be
increased about what it otherwise would be) Tenant shall reimburse
Landlord to the extent of such increase in premiums paid by Landlord.

         K.  Various Prohibited Uses.  Tenant shall not install or oper-
ate any refrigerating, heating, or air conditioning apparatus or car-
ry on any mechanical business without the prior written consent of
Landlord.   Use the Premises for housing, lodging or sleeping purposes;
permit preparation or warming of food in the Premises (warming of cof-
fee and individual lunches of employees excepted), or permit food to be
brought into the Premises for consumption therein, without the prior
written consent of Landlord.  Landlord may in its sole discretion re-
fuse such permission or impose any conditions in granting it, and re-
voke it at will.

         L.  Sound Devices.  Tenant shall not place any radio or
television antenna on the roof or on or in any part of the inside or
outside of the Building other than the inside of th Premises; operate
or permit to be operated any musical or sound producing instrument or
device inside or outside the Premises which may be heard outside the
Premises, operate any electrical device from which may emanate elec-
trical waves which may interfere with or impair radio or television
broadcasting or reception from or in the Building elsewhere.

         M.  Nuisances.  Tenant shall not bring or permit to be in the
Building any bicycle or other vehicle, or dog except in the company of
a blind person) or other animal or bird; make or permit any noise,
vibration or odor to emanate from the Premises; do anything therein
tending to create or maintain, a nuisance; disturb, solicit or canvass
any occupant of the Building, or do any act tending to injure the re-
putation of the Building.

         N.  Cleanliness and Obstruction of Public Areas.  Tenant shall
not place anything or allow anything to be placed near the glass or any
door, partition, or window which may be unsightly from outside the
Premises; take or permit to be taken in or out of other entrances of
the Building, or take or permit on other elevators, any item normally
taken in or out through the trucking concourse or service doors or in
or on freight elevators.   Whether temporarily, accidentally, or
otherwise, allow anything to remain in, place or store anything in, or
obstruct in any way, any passageway, exit, stairway, elevator, shipping
platform, or truck concourse.  Tenant shall lend its full cooperation
to keep such areas free from all obstruction and in a clean and sightly
condition and move all supplies, furniture and equipment as soon as re-
ceived directly to the Premises and move all such items and waste,
other than waste customarily removed by employees of the Building,
being taken from the Premises, directly to the shipping platform at or
about the time arranged for removal therefrom.

         O.  Additional Locks.  Tenant shall not attach or permit to be
attached additional locks or similar devices to any door, transom or
window; change existing locks or the mechanism thereof; or make or
permit to be made any keys for any door other than those provided by
Landlord.  (If more than two keys for one lock are desired, Landlord
will provide them upon payment therefor by Tenant.)

         P.  Overload Any Floor.  Tenant shall not overload any floors.

         Q.  Defacing Premises.  Tenant shall not do any painting or
decorating in the Premises; or mark, paint, cut or drill into, drive
nails or screws into, or in any way deface any part of the Premises or
the Building, outside or inside, without the prior written consent of
Landlord.  (If Tenant desires signal, communication, alarm or other
utility or service connections installed or changed, the same shall be
made by and at the expense of Tenant, with the approval and under
direction of Landlord.)

         R.  Alterations.  Tenant shall not make installations,
alterations or additions in or to the Premises without submitting plans
and specifications to Landlord and securing the prior written consent
of Landlord in each instance.  Such work shall be done at the sole cost
and expense of Tenant by employees of or contractors employed by
Landlord, or with Landlord's consent in writing given prior to letting
of contract, by contractors employed by Tenant, but in each case, only
under written contract previously approved in writing by Landlord, and
subject to all conditions Landlord may impose.  All installations,
alterations and additions shall be constructed in a good and workman-
like manner and only good grades of material shall be used, and shall
comply with all insurance requirements, and with all ordinances and re-
gulations of the City of            or any department or agency there-
of, and with the requirements of all statutes and regulations of the
State of             or any department or agency thereof.  Tenant shall
permit Landlord to supervise all construction operations within the
Premises.  If alterations are made by Tenant's contractors, Tenant
shall furnish to Landlord prior to commencement thereof, Building
permits and certificates of appropriate insurance and bonds, and upon
completion of any installation, alteration or addition, Contractor's
Affidavits and full and final Waivers of Lien covering all labor and
material expended and used.  Tenant shall hold Landlord harmless from
all claims, costs, damages, liens and expenses which may arise out of
or be connected in any way with said installations, alterations or
additions.

                           REMEDIES TO BE CUMULATIVE

    Section 1.  No remedy herein or otherwise conferred upon or re-
served to Lessor shall be considered exclusive of any other remedy but
the same shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity
or by statute, and every power and remedy given by this lease to Lessor
may be exercised from time to time and as often as occasion may arise
or as may be deemed expedient.  No delay or omission of Lessor to
exercise any right or power arising from any default shall impair any
such right or power or shall be construed to be a waiver of any such
default or an acquiescence therein.

    Section 2.  No waiver of any breach of any of the covenants of this
lease shall be construed, taken or held to be a waiver of any other
breach or waiver, acquiescence in or consent to any further or suc-
ceeding breach of the same covenant.

    Section 3.  Neither the rights herein, or by law given to receive,
collect, sue for or distrain for any rent or rents, moneys or payments,
or to enforce the terms, provisions and conditions of this lease, or to
prevent the breach or nonobservance thereof, or the exercise of any
such right or of any other right or remedy hereunder or otherwise
granted or arising, shall in any way affect or impair or toll the right
or power of Lessor to declare the term hereby granted ended and to ter-
minate this lease as herein provided because of any default in or
breach of any of the covenants, provisions or conditions of this lease.

CUMULATIVE RIGHTS AND REMEDIES

         All rights and remedies of Landlord under this lease shall be
cumulative and none shall exclude any other rights or remedies allowed
by law; and this lease is declared to be an Illinois contract, and all
of the terms thereof shall be construed according to the laws of the
state of Illinois.

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