FIXTURES

    Section 1.  All of Lessee's trade fixtures and all personal
property, fixtures, apparatus, machinery and equipment, including signs
now or hereafter located in or upon the demised premises and owned by
the Lessee shall be and remain the personal property of the Lessee and
the same are herein sometimes referred to as "Lessee's equipment".

    Section 2.  Lessee's equipment may be removed from time to time by
Lessee, and at the termination of the lease, shall be removed.
Provided, however, that if such removal shall injure or damage the
premises, Lessee shall repair the damage and place the premises in the
same condition as it would have been if such equipment had not been
installed (reasonable wear and tear excepted).

         REMOVAL OF FIXTURES.  Lessee may, within thirty (30) days fol-
lowing the expiration of this lease, or any extension thereof, remove
all fixtures and equipment which it has placed in the Premises,
provided Lessee repairs all damage to the Premises caused by such re-
moval and provided further Lessee shall be responsible for the pro-
rated amount of rental during the period of removal.

         Tenant shall have the right to install in and upon the
premises, at its own expense, trade fixtures, heating equipment, fans,
air-conditioning equipment, alarm systems, lighting fixtures, shelving,
movable partitions, and other equipment required for or convenient in
connection with the conduct of its business, and Tenant may remove the
same from the premises at the end of the aforesaid term or any ex-
tension or renewal thereof or upon other expiration thereof, and shall
at its own expense repair any damage to the premises caused by such
removal.

Exterior Maintenance

    The Landlord shall maintain in good repair and keep clean the park-
ing area, and all driveways and walks in front of or adjacent to the
building, and shall use all reasonable efforts to promptly remove all
ice and snow therefrom.

CARE OF THE LEASED PREMISES
         Tenant agrees not to commit or allow any waste or damage to be
committed on any portion of the leased premises, and at the termination
of this lease, by lapse of time or otherwise, to deliver up said leased
premises to Landlord in as good condition as at date of possession by
Tenant, ordinary wear and tear excepted, and upon such termination of
this lease, Landlord shall have the right to re-enter and resume pos-
session of the leased premises.

REPAIRS BY TENANT
         Tenant agrees as its own cost and expense, to repair or replace
any damage or injury done to the Building, or any part thereof, caused
by Tenant or Tenant's agents, employees, invitees, or visitors.
Provided, however, if Tenant fails to make such repairs or replacement
promptly, Landlord may, at its option, make repairs or replacements,
and Tenant shall repay the cost thereof to the Landlord on demand, sub-
ject to Article      , Paragraph    .

REPAIRS BY LANDLORD
         Tenant agrees that unless otherwise stipulated herein,
Landlord shall not be required to make any improvements to or repairs
of any kind or character on the leased premises during the term of this
lease, except such repairs as may be deemed necessary by Landlord for
normal maintenance operations.  The obligation of Landlord to maintain
and repair the leased premises shall be limited to building standard
items.  Special leasehold improvements (that is, improvements which are
above building standard or other than building standard) will, at Ten-
ant's written request, be maintained by Landlord at Tenant's expense,
at a cost or charge equal to such costs (if any) incurred in such
maintenance in excess of the costs Landlord would have incurred in such
maintenance if such improvements had been building standard, plus an
additional charge to cover overhead.

                                  MAINTENANCE

     Landlord, at its sole cost and expense, shall maintain and keep
in good repair the entire building of which the Demised Premises are
a part, including, but not limited to, the roof; exterior and struc-
tural portions of the building.   elevators; electrical systems; duct
work; pipes; plumbing equipment, systems and fixtures; heating, ven-
tilating and air conditioning systems and fixtures; and all necessary
apparatus pertaining to the foregoing.  If Landlord fails to maintain
the building as required by this paragraph, Tenant may make required
repairs and deduct all costs and expenses related thereto from rents
due under this Lease.

REPAIRS AND REPLACEMENTS

    Section 1.  The Lessee, at its own expense, shall keep the building
or buildings on the demised premises at all times in good repair, order
and condition.  In case of damage to or destruction of any building or
improvement on the demised premises or of the machinery, fixtures and
equipment thereof, by fire or other casualty, Lessee shall promptly, at
its own expense, repair, restore or rebuild the same.  Provided that
upon the completion of such repairs, restoration or rebuilding, the
value and rental value of the buildings and improvements upon the de-
mised premises shall be substantially equal to the value and rental
value of the buildings and improvements thereon immediately prior to
the happening of such fire or other casualty.

    Section 2.  Lessee shall have, at its own expense and subject to
the conditions hereof, the right at any time and from time to time dur-
ing the term of this lease to make such changes, alterations,
structural or otherwise, to the building or buildings, improvements,
fixtures and equipment on the demised premises, and to erect, place or
install upon the demised premises buildings, structures, improvements
and equipment in addition to those now or hereafter located thereon.

    Section 3.  Lessee shall not make any structural change or
alterations involving a reasonably estimated cost of

                        unless before any such work shall have been
commenced (a) plans and specifications therefor prepared by a reputable
licensed architect shall have been submitted to and approved by the
Lessor, which approval shall not be unreasonably withheld.   (b) Lessee
shall have furnished to Lessor an estimate of the cost of the proposed
work, certified to by the architect by whom such plans and
specifications shall have been prepared.   (c) Lessee shall upon re-
quest of Lessor either have furnished to Lessor a bond on which Lessee
shall be principal and a surety company, authorized to do business in
the state in which the demised premises are situated and satisfactory
to the Lessor, shall be surety.  Which bond shall be in form
satisfactory to the lessor, conditioned upon the completion of a
payment in full for such work within a reasonable time, subject,
however, to delays occasioned by strikes, lockouts, acts of God,
governmental restrictions, or similar causes beyond the control of the
Lessee, or other security satisfactory to Lessor to insure payment for
and completion of all work free and clear of liens.

                                    Repairs

    The Landlord shall, at its sole cost and expense, make all repairs
in and to the building and Premises, except when the disrepair (ex-
clusive of any disrepair resulting from fire, smoke or explosion) is
directly attributable to the negligence of the Tenant, its servants,
agents, employees, guests or invitees.  In the event of breakdown or
needed repairs to the Premises and equipment herein referred to, the
Tenant shall notify the Landlord or its agent of such breakdown or
needed repairs and the Landlord shall promptly cause such repairs and/or
replacements to be made.  the Tenant shall permit the Landlord and
authorized representatives of the Landlord to enter the Premises at
times convenient to the Tenant or necessary for the purpose of inspect-
ing, making any repairs and performing any work therein as may be
necessary for the Landlord to comply with the provisions of this Arti-
cle. The Landlord, in the performance of any such work shall cause as
little inconvenience, annoyance, disturbance or damage to the Tenant as
may reasonably be possible under the circumstances.

REDECORATING

    Every two (2) years during the term hereof, Landlord, at Tenant's
request and at Landlord's sole expense, shall.

    (a)  Repaint the Premises with two (2) coats of prime quality
paint.  Repainting shall be performed in a workmanlike manner with a
minimum of interference with Tenant's normal business operations.

    (b)  Replace all worn carpeting.

MAINTENANCE AND REPAIRS

    Landlord shall, at Landlord's sole expense, maintain and repair the
Premises and the Building and parking area in a first-class condition.
Upon notification by Tenant, Landlord shall promptly repair any damage
to or defect in the Premises and the building.  Provided however, that
if such damage is occasioned by fault or neglect of the Tenant (except
as provided in paragraph      hereof).  There shall not be in effect
at the time such damage occurred a policy or policies of insurance
insuring Landlord against any loss resulting from such damage, then
Tenant shall reimburse Landlord for the cost of repairs, or if the
proceeds of such insurance are insufficient to cover the cost of such
repairs, then Tenant shall reimburse Landlord the difference between
such cost and the proceeds which Landlord received.

REPAIRS.

    Tenant will, at Tenant's own expense, keep the Premises in good
order, repair and condition at all times during the term, and Tenant
shall promptly and adequately repair all damage to the premises and re-
place or repair all damaged or broken fixtures and appurtenances, under
the supervision and subject to the approval of the Landlord, and within
any reasonable period of time specified by the Landlord.  If the Tenant
does not do so, Landlord may, but need not, make such repairs and re-
placements, and Tenant shall pay Landlord the cost thereof, including a
percentage of the cost thereof (to be uniformly established for the
Building) sufficient to reimburse Landlord for all overhead, general
conditions, fees and other costs or expenses arising from Landlord's
involvement with such repairs and replacements forthwith upon being billed
for same.  Landlord may, but shall not be required to, enter the
Premises at all reasonable times to make such repairs, alterations,
improvements and additions to the Premises or to the Building or to any
equipment located in the Building as Landlord shall desire or deem
necessary or as Landlord may be required to do by governmental author-
ity of court order or decree.

    MAINTENANCE AND REPAIR.  Landlord, at its expense, will maintain in
good order and repair all structural portions of the premises, includ-
ding the roof and exterior walls, floor structures, pipes and conduits,
and utility installations provided by Landlord.  Landlord shall also
make all repairs to the interior of the premises which may be of a
structural nature or which are caused by structural failures or move-
ment, repairs to the interior of the premises made necessary by leakage
of the roof or by leakage of any utility installation initially
provided by Landlord, but not until notified by Tenant in writing that
such repairs are necessary.  Provided, however, that Landlord shall not
be obligated to make any repairs for any such structural damages or
leakages or damages to pipes, conduits or utility installations, caused
by Tenant, its agents or employees, all of which latter repairs shall
be the obligation of the Tenant.  Landlord shall resurface the driveway
and parking areas of the premises when necessary.  All repairs to be
made hereunder by Landlord shall be made with dispatch and in such a
manner and at such time as to cause the least possible inconvenience to
Tenant in the conduct of its business.  In the event that the making of
any such repairs causes a substantial interference with the operation
of the business of Tenant in the premises, then there shall be a
proportionate abatement of rent hereunder to the extent that Tenant is
necessarily required to discontinue its business by reason of such
repairs, subject, however, to the provisions of Paragraph       here-
inafter contained.

         Tenant shall keep the interior of the premises in good con-
dition and repair, at its expense, excepting for ordinary wear and
tear, obsolescence and damage by fire, act of God or the elements, and
such repairs as under this Lease Landlord is required to make.  If the
premises are part of an entire building containing general systems of
electricity and plumbing, Tenant shall have no responsibility to main-
tain and repair the same beyond the premises, nor for any portions
thereof running through, in, or across the premises but not serving
the same.  On the last day of the Term hereof, Tenant will surrender
the premises to Landlord in a state of good repair, reasonable wear and
tear, obsolescence and damage by fire, act of God or the elements, or
damage which Landlord is required to repair hereunder excepted.

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