Headings used in this Lease are for reference purposes only and shall
not be deemed a part of this Lease.  No modification, termination, ex-
tension, renewal or waiver of any provision hereof shall  be binding
upon either party hereto unless made in writing and signed by an
authorized officer of each party.  Failure of either party to insist in
any instance upon strict performance by the other party of any of the
provisions of this Lease shall not be construed or deemed to be a
permanent waiver of such or any other provision hereof.  If any provi-
sion of this Lease is declared invalid or unenforceable, the remainder
of this Lease shall continue in full force and effect.  All rights and
remedies of Landlord and Tenant are cumulative and non-exclusive.  No
action or proceeding, regardless of form, arising out of the subject
matter of this Lease shall be brought by either party more than one (1)
year after the cause of action has accrued.

         Miscellaneous:

         A.  Force Majeure.  Wherever there is provided in this Lease a
time limitation for performance by the Landlord of any construction,
repair, maintenance or service, the time provided for shall be extended
for as long as and to the extent that delay in compliance with such
limitation is due to an act of God, strikes, governmental control or
other factors beyond the reasonable control of the Landlord.

         B.  If any provision of this Lease or application to any party
or circumstances shall  be determined by any court of competent
jurisdiction to be invalid and unenforceable to any extent, the re-
mainder of this Lease or the application of such provision to such per-
son or circumstances, other than those as to which it is so determined
invalid or unenforceable to any extent, shall not be affected thereby,
and each provision hereof shall be valid and shall be enforced to the
fullest extent permitted by law.

         C.  The headings of sections are for convenience only and do
not define, limit or construe the contents of such sections or sub-
sections.  References made in this Lease to numbered sections and sub-
sections shall refer to numbered sections or subsections of this Lease
unless otherwise indicated.

         D.  This Lease is to be executed in copies, each of which exe-
cuted copies shall constitute an original.  In the event of a conflict
between the provisions of any original Lease with the provisions of any
other original Lease, then in such event, the provisons of Landlord's
original Lease will govern and control.

         E.  Each of the parties agrees, at the request of the other to
execute such instruments or documents as any party may reasonably re-
quest, acknowledging: the date of Completion of the Premises; the date
acceptance of possession of the same; the date of commencement of
rentals; the commencement of the term; the commencement and expiration
dates of this Lease.   the Operating Expenses; Taxes and Consumer Price
Index for any Lease Year or the first Lease Year; the annual rate of
rent for any Lease Year; the number of rentable square feet demised to
the Tenant; Annual Base rental amount; and the compliance or non-
compliance by any party with any of the terms or provisions of this
Lease; and to evidence such other or further matters as may be so
reasonably requested.

         F.  Tenant represents that it has not dealt with any real
estate broker in connection with this Lease and, to its knowledge, no
broker initiated or participated in the negotiation of this Lease,
submitted or showed the Premises to Tenant or is entitled to any com-
mission in connection with this Lease.  Tenant hereby indemnified,
defends, and holds Landlord harmless from and against any and all
claims of any real estate broker for commissions in connection with
this Lease.

         G.  No receipt of money by Landlord from Tenant after the ter-
mination of this Lease, the service of any notice, the commencement of
any suit or final judgment for possession shall reinstate, continue or
extend the term of this Lease or affect any such notice, demand, suit
or judgment.

         H.  No waiver of default of Tenant shall be implied, and no
express waiver shall affect any default other than the default
specified in such waiver and that only for the time and to the extent
therein stated.  The invalidity or unenforceability of any provision of
this Lease shall not affect or impair any other provision.

         I.  Clauses, plats and riders, if any, signed by Landlord and
Tenant and endorsed on or affixed to this Lease are part hereof and in
the event of variation or discrepancy, the duplicate original hereof,
including such clauses, plats and riders, if any, held by Landlord
shall control.

         J.  Submission of this instrument for examination or signa-
ture by Tenant does not constitute a reservation of or option for
lease, and it is not effective as a lease or otherwise until execution
and delivery by both Landlord and Tenant.

MISCELLANEOUS

         A.  Rights Cumulative.  All rights and remedies of Landlord
under this Lease shall be cumulative and none shall exclude any other
rights and remedies allowed by law.

         B.  Interest.  All payments becoming due under this lease and
remaining unpaid when due shall bear interest until paid at the rate of
the greater of (i) ten percent (10%) per annum or (ii) two percent (2%)
per annum above the prime rate of interest charged from time to time by
__________  (but in no event at a rate which is more than the highest rate 
which is at the time lawful in the State of ________________).  

         C.  Terms.  The necessary grammatical changes required to make
the provisions hereof apply either to corporations or partnerships or
individuals, men or women, as the case may require, shall in all cases
be assumed as though in each case fully expressed.

         D.  Binding Effect.  Each of the provisions of this lease
shall extend to and shall, as the case may require, bind or inure to
the benefit not only of the Landlord and of Tenant, but also of their
respective successors or assigns, provided this clause shall not permit
any assignment by Tenant contrary to the provisons of Paragraph 16
hereof.

         E.  Lease Contains All Terms.  All of the representations and
obligations of Landlord are contained herein and in the Work Letter,
and no modification, waiver or amendment of this Lease or of any of its
conditions or provisions shall be binding upon the Landlord unless in
writing signed by Landlord or by a duly authorized agent of Landlord
empowered by a written authority signed by Landlord.

         F.  Delivery for Examination.  Submission of the form of the
Lease for examination shall not bind Landlord in any manner, and no
Lease or obligations of the Landlord shall arise until this instrument
is signed by both Landlord and Tenant and delivery is made to each.

         G.  No Air Rights.  No rights to any view or to light or air
over any property, whether belonging to Landlord or any other person,
are granted to Tenant by this Lease.

         H.  Modification of Lease.  If any lender requires, as a con-
dition to its lending funds the repayment of which is to be secured by
a mortgage or trust deed on the Land and Building or either, that cer-
tain modifications be made to this Lease, which modifications will not
require Tenant to pay any additional amounts or otherwise change
materially the rights or obligations of Tenant hereunder, Tenant shall,
upon Landlord's request, execute appropriate instruments effecting such
modifications.

         I.  Substitution of Other Premises.  At any time hereafter,
Landlord may (upon thirty (30) days prior notice) substitute for the
Premises other premises in the Building (herein referred to as the "New
Premises") provided that the New Premises shall be usable for Tenant's
purpose.   If Tenant is already in occupancy of the Premises, then in
addition Landlord shall pay the expenses of Tenant's moving from the
Premises to the New Premises and for improving the New Premises so that
they are substantially similar to the Premises.  Such move shall be
made during evenings, weekends or otherwise so as to incur the least
inconvenience to Tenant.

         J.  Transfer of Landlord's Interest.  Tenant acknowledges that
Landlord has the right to transfer its interest in the Land and Build-
ing and in this Lease, and Tenant agrees that in the event of any such
transfer Landlord shall automatically be released from all liability
under this Lease and Tenant agrees to look solely to such transferee
for the performance of Landlord's obligations hereunder.  Tenant
further acknowledges that Landlord may assign its interest in this
Lease to a mortgage lender as additonal security and agrees that such
an assignment shall not release Landlord from its obligations hereunder
and that Tenant shall continue to look to Landlord for the performance
of its obligations hereunder.

         K.  Landlord's Title.  Landlord's title is and always shall be
paramount to the title of Tenant.  Nothing herein contained shall em-
power Tenant to do any act which can, shall or may encumber the title
of Landlord.

         L.  Prohibition Against Recording.  Neither this Lease, nor
any memorandum, affidavit or other writing with respect thereto, shall
be recorded by Tenant or by anyone acting through, under or on behalf
of Tenant, and the recording thereof in violation of this provision
shall make this Lease null and void at Landlord's election.

         M.  Captions.  The captions of Paragraphs and subparagraphs
are for convenience only and shall not be deemed to limit, construe,
affect or alter the meaning of such Paragraphs or subparagraphs.

         N.   Covenants and Conditions.  All of the covenants of Tenant
hereunder shall be deemed and construed to be "conditions", if Landlord
so elects, as well as "covenants" as though the words specifically ex-
pressing or importing covenants and conditions were used in each sepa-
rate instance.

         O.  Only Landlord/Tenant Relationship.  Nothing contained in
this Lease shall be deemed or construed by the parties hereto or by any
third party to create the relationship of principal and agent, partner-
ship, joint venturer or any association between Landlord and Tenant, it
being expressly understood and agreed that neither the method of com-
putation of rent nor any act of the parties hereto shall be deemed to
create any relationship between Landlord and Tenant other than the re-
lationship of Landlord and Tenant.

         P.  Application of Payments.  Landlord shall have the right to
apply payments received from Tenant pursuant to this Lease (regardless
of Tenant's designation of such payments) to satisfy any obligations of
Tenant hereunder, in such order and amounts, as Landlord in its sole
discretion, may elect.

         Q.  Definition of Landlord.  All indemnities, covenants and
agreements of Tenant contained herein which inure to the benefit of
Landlord shall be construed to also inure to the benefit of Landlord's
beneficiaries and the agents and employees thereof.

         R.  Time of Essence.  Time is of the essence of this Lease and
each of its provisions.

         S.  Governing Law.  Interpretation of this Lease shall be
governed by the law of the state in which the Premises is located.

         T.  Partial Invalidity.  If any term, provision or condition
contained in this Lease shall, to any extent, be invalid or un-
enforceable, the remainder of this Lease (or the application of such
term, provision or condition to persons or circumstances other than those in
respect of which it is invalid or unenforceable)  shall not be affected there-
by, and each and every other term, provision and condition of this Lease shall
be valid and enforceable to the fullest extent possible permitted by law.

                                 MISCELLANEOUS

    Section 1.  The captions of this Lease are for convenience only and
are not to be construed as part of this Lease and shall not be con-
strued as defining or limiting in any way the scope or intent of the
provisions hereof.

    Section 2.  If any term or provision of this Lease shall to any
extent be held invalid or unenforceable, the remaining terms and
provisions of this Lease shall not be affected thereby, but each term
and provision of this Lease shall be valid and be enforeable to the
fullest extent permitted by law.

    Section 3.  This Lease shall be construed and enforced in
accordance with the law of the State of ____________________________.

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