The Landlord does hereby demise and let to the Tenant, and the Tenant does
hereby take and hire from the Landlord, that certain space hereinafter called
the "Premises" and more particularly described as the  _______________________
______________________________________________________________ comprising
approximately ___________________ rentable square feet together with use of
washrooms, hallways, parking lot and drives in common with other tenants, for
a term of  ________________________ (    ) years, commencing on the __________
day of ___________________, and ending on the ____________ day of ___________,
___________, unless sooner terminated or adjusted as provided herein.

    IN CONSIDERATION WHEREOF, the parties do hereby convenant and agree as
follows:

                           DESCRIPTION OF BUILDING

    Landlord herby leases to Tenant and Tenant hereby hires from Landlord the
following premises in the building known as _________________________________
and located at ______________________________________, State of _____________
(hereinafter refered to as the "Building"), the premises consisting of ______
square feet on the floor(s) of the building as shown on Exhibit ____ annexed
hereto and made a part hereof, together with the use in common with the other
tenants of the Building of the hallways, corridors, lobbies, lavatories,
elevators, stairways and other common areas and facilities of the Building
appurtenant thereto, and together with the parking facilities provided for
in paragraph _____ hereof (all together hereinafter referred to as the
"Premises").

                              PREMISES AND TERM

    Lessor, for and in consideration of the rents herein reserved and of the
covenants and agreements herein contained on the part of the Lessee to be
kept, observed and performed, demises and leases to the Lessee the following
described real estate situated in the County of _____________________________,
State of _______________________ to-wit:

    TO HAVE AND TO HOLD the above described premises, together with the
buildings and improvements situated thereon and the rights, privileges
and appurtenances thereunto belonging or appertaining unto the Lessee
for and during a term of  ___________ years commencing on the first day of
the month following the substantial completion of the building and
improvements which are to be constructed pursuant to the provisions of
Article  _________ thereof, provided Lessee shall have at least fifteen
days prior written notice of the date upon which the leased premises
shall be substantially completed and ready for occupancy.  Immediately
after it is given said notice by Lessor the Lessee shall have the right
to enter said premises for the purpose of installing therein its
fixtures and equipment and receiving and storing merchandise and other
property at its own risk free from rent, provided Lessee does not unreasonably
interfere with the work being done on the leased premises by
the Lessor.  As used herein, the term "substantial completion" shall
mean that most of the work required to be done by the Lessor has been
completed so that the building is ready for beneficial occupancy for
Lessee's uses and purposes as hereinafter expressed in Article _______
and any remainder of the work to be done in accordance with the plans
and specifications will constitute minor items which will not materially
interfere with said beneficial occupancy.  The leased premises shall
be deemed ready for occupancy and substantially completed when the
architect, hereinafter named, shall so certify in writing directed to
the respective parties; or when Lessee shall have entered said
premises, taken possession, and commenced business therein, whichever
shall first occur.  The obligation of the Lessee to pay rent and to
perform all the covenants, conditions and agreements of this lease on
the part of the Lessee to be performed shall not commence until said
premises shall be deemed ready for occupancy and substantially completed as
herein defined.  On the date when said premises shall be deemed ready for
occupancy or the Lessee shall have commenced business therein, Lessee
shall pay to Lessor a per diem rental to include the last day of said
month in the amount of the monthly installment set forth in Article
_______ divided by the number of days in said month and the quotient
multiplied by the number of days remaining in said month.  The fact
that the Lessee takes possession upon substantial completion and the
term of the lease has commenced shall not, however, excuse Lessor from
the prompt completion of all work required to be done by Lessor
pursuant to the terms of this lease. Lessor and Lessee shall, with
reasonable promptness after substantial completion of the building
and before Lessee takes possession of the demised premises, execute a
written instrument in form for recording, specifying the date of the
commencement and expiration of the term hereof.

         Condition of Premises.  Tenant's taking possession shall be
conclusive evidence that the Premises were then in good order and
satisfactory condition.  No promise of Landlord to alter, remodel,
improve, repair, decorate or clean the Premises or any part thereof,
and no representation respecting the condition of the Premises or the
Building has been made to Tenant by Landlord except as made herein.

         CONDITION OF PREMISES.  Landlord warrants that at the com-
mencement of the term the heating, electrical and plumbing systems
shall be in good working order; that the premises shall be broom clean;
and that the construction required of the Landlord in Exhibit B shall
have been substantially completed.  If at any time either before or
within twelve (l2) months after Tenant has accepted possession of the
premises, faults or failures in the premises and its mechanical, elec-
trical and plumbing equipment provided by Landlord appear, Landlord
shall correct the same at its expense.  If Landlord fails to correct
such deviations with dispatch after notice thereof from Tenant, and
subject to the provisions of Paragraph  ______ hereinafter contained,
Tenant shall have the right, but not the obligation, to perform any
necessary work to correct any such fault or failure.  Any cost or ex-
pense incurred by Tenant in correcting any such fault or failure may be
deducted by Tenant from any rentals becoming due or payable under this
Lease.

         Landlord represents and warrants that, at the time possession
is delivered to Tenant hereunder, the premises, including fixtures and
appurtenances, will comply with all laws, rules, orders, ordinances and
regulations, applicable to the premises and Tenant's occupancy thereof,
of the municipal, county, state and federal governments, or any de-
partment or departments thereof, and of the local Board of Fire Under
writers, Fire Insurance Exchange or bodies exercising similar
functions, if any.  Tenant shall take good care of the premises,
fixtures and appurtenances and all alterations, additions and
improvements thereto, and shall suffer no waste or injury; and Landlord
will maintain the premises, keeping all facilities and equipment in
good working condition, and make all repairs, at its own expense, ex-
cept for damage (other than from fire or extended coverage perils) re-
sulting from the fault or neglect of Tenant or its agents.  Landlord
shall be liable to tenant and other persons at any time lawfully upon
the premises for any injury or damage to person or property which may
be sustained by them by reason of any negligent act or omission of
Landlord.

                       ENTRY FOR REPAIRS AND INSPECTION

         Tenant agrees to permit Landlord or its agents or re-
presentatives to enter into and upon any part of the leased premises at
all reasonable hours to inspect the same, clean or make repairs,
alterations or additions thereto, as provided for herein, and Tenant
shall not be entitled to any abatement or reduction of rent by reason
thereof.

                            INSPECTION OF PREMISES

    The Lessee shall permit the Lessor and the authorized re-
presentatives of the Lessor to enter the demised premises with re-
asonable frequency during business hours for the purpose of inspecting
the same, and Lessor during the last six (6) months of the lease term
may exhibit the leased premises to prospective lessees or purchasers
and may place notices of "For Sale" or "To Rent" upon said premises,
and Lessee shall not interfere with the same.

         INSPECTION OF PREMISES.  Landlord, at reasonable times and
upon reasonable advance notice to Tenant, may go upon and into the
premises for the purpose of inspecting same, inspecting the performance
of Tenant and constructing, maintaining and repairing the premises
pursuant to the terms hereof.

                                RIGHT OF ENTRY

    Landlord may, at reasonable times and with reasonable frequency,
enter the Demised Premises for purposes of inspection and/or routine
repair upon providing Lessee twenty-four (24) hours prior notice.
Landlord may enter the demised Premises at any time, without prior no-
tice to Tenant to make repairs of an emergency nature.  During the final
three (3) months of the term of this Lease, Landlord may show the
Demised Premises to prospective tenants at reasonable times and with
reasonable frequency upon providing tenant twenty-four (24) hours prior
notice.

                            RE-ENTRY UPON DEFAULT

    Section 1.  Any one or more of the following events shall be con-
sidered events of default as said term is used in this Article, that is
to say, if:

    (a)  Lessee shall fail to make payment of the basic rent, or any
part thereof, when due as hereinbefore provided.   or

    (b)  Lessee shall fail to make payment of taxes and assessments at
the times and in the manner provided in this lease, and such default in
payment of taxes and assessments shall continue for thirty days after
notice thereof in writing to Lessee.   or

    (c)  Lessee shall fail to perform any of the other covenants, con-
ditions or undertakings in this lease contained to be kept, observed
and performed by the Lessee, and such default shall continue for sixty
days after notice thereof in writing to Lessee.   or

    (d)  Any voluntary or involuntary petition or similar pleading
under any section or sections of any bankruptcy act now or hereafter in
force shall be filed by or against Lessee and any such petition or
pleading shall not be dismissed within thirty days.   or

    (e) Any voluntary or involuntary proceeding in any court or tribunal shall
be instituted to declare Lessee insolvent or unable to pay Lessee's debts.

    (f)  Lesse shall file or admit the jurisdiction of the court and
the material allegations contained in any petition in bankruptcy, or
any petition pursuant to the Federal Bankruptcy laws, as now or here
after in force, or Lessee shall institute any proceedings, or give its
consent to the institution of any proceedings for any relief of Lessee
under any bankruptcy or insolvency laws, or any laws relating to the
relief of debtors, readjustment of indebtedness, reorganization, ar-
rangements, composition, or extensions.

    (g)  Lessee shall make any assignment for the benefit of creditors
or shall apply for or consent to the appointment of a receiver for Les-
see, or any of the property of Lessee.

    (h)  A decree or order appointing a receiver of the property of
Lessee shall be entered and any such decree or order shall not have
been vacated, stayed or set aside within sixty days from the date of
entry or granting thereof.

    (i)  Lessee shall vacate the leased premises or abandon the same
during the term hereof, ____________________________________
then, upon the occurrence of any one or more of the events of default
it shall be lawful for Lessor, at its election, to declare the said
term ended.  To re-enter the said demised premises and the buildings
and improvements situated thereon, or any part thereof, with or without
process of law, and to expel, remove and put out Lessee and all persons
occupying same under said Lessee, using such force as may be necessary
in so doing, and to repossess the said premises and the buildings and
improvements then situated thereon, as in their first and former es-
tate, without such re-entry and repossession working a forfeiture of
the rents to be paid and the covenants to be performed by the Lessee
during the full term of this agreement.  If default shall be made in any
covenant, agreement, condition or undertaking herein contained to be
kept, observed and performed by Lessee, other than the payment of
rent as herein provided, which cannot with due diligence be cured
within a period of sixty (60) days, and if notice thereof in writing
shall have been given to Lessee, and if Lessee prior to the expiration
of sixty (60) days from and after the giving of such notice commences
to eliminate the cause of such default and proceeds diligently and with
reasonable dispatch to take all steps and do all work required to cure
such default and does so cure such default, then Lessor shall not have
the right to declare the said term ended by reason of such default.
Provided, however, that the curing of any default in such manner shall
not be construed to limit or restrict the right of Lessor to declare
the said term ended and enforce all of its rights and remedies here
under for any other default not so cured.

    Section 2.  The foregoing provisions for the termination of this
lease for any default in any of its covenants shall not operate to ex-
clude or suspend any other remedy of Lessor for breach of any of said
covenants or for the recovery of said rent or any advance of Lessor
made thereon, and in the event of the termination of this lease as
aforesaid, Lessee covenants and agrees to indemnify and save harmless
Lessor from any loss arising from such termination and re-entry in
pursuance thereof.  To that end Lessee covenants and agrees to pay
to Lessor after such termination and re-entry, at the end of each month
of the demised term, the difference between the net income actually re-
ceived by Lessor from said demised premises during such month and the
rent agreed to be paid by the terms of this lease during such month
together with the expenses of reletting and altering the improvements
on said demised premises, together with commissions and attorneys'
fees.

         CONDITIONS OF PREMISES.

         The Tenant's taking possession of any portion of the Premises
shall be conclusive evidence that such portion of the Premises was in
good order and satisfactory condition when the Tenant took possession,
except as to latent defects which exception shall be effective for a
one (1) year period following Commencement Date, excluding items of
damage caused by Tenant or its agents, independent contractors or sup-
pliers.  No promise of the Landlord to alter, remodel or improve the
Premises or the Building and no representation by Landlord or its
agents respecting the condition of the Premises or the Building have
been made to Tenant or relied upon by Tenant other than as may be con-
tained in this lease or in any written amendment hereto signed by
Landlord and Tenant.

                   LEASED PREMISES.  Lessor hereby leases, demises, and
         lets unto Lessee, and Lessee hereby rents from Lessor that
         certain parcel of land containing  ___________________________,
         being situated in the City of ______________________, County
         of ______________________, State of __________________________,
         more particularly described on the attached Exhibit (Legal
         Property Description) and made a part hereof, and called the
         "Premises" herein.
         Together with the ________________________ building to
         contain approximately ____________ square feet with related
         improvements including parking facilities, which Lessor
         has agreed to construct or cause to be constructed thereon
         at Lessor's sole cost, risk, and expense.  The premises shall
         include the building, improvements, equipment, fixtures, and
         appliances owned or controlled by Lessor, all rights,
         rights-of-way, easements, appurtenances thereunto belonging
         or in anywise appertaining, and all rights of Lessor in and
         to any public or private thoroughfares abutting the above
         described premises, all being sometimes hereinafter referred
         to as the "leased premises."

         Landlord shall be permitted, at any reasonable time, to visit
and examine the premises, and workmen may enter at any time, when
authorized by Landlord and when it shall not unreasonably interfere
with Tenant's operations, to make or facilitate repairs in any portion
of the building.  During the sixty (60) days immediately preceding the
expiration date of the term of this lease or any extension or renewal
thereof, provided the then current lease term has not been extended or
renewed, Landlord shall be permitted at all reasonable hours of the day
to enter the premises for the purpose of exhibiting the same to pros-
pective tenants.

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