Section     Provided that Lessee has fully and faithfully observed all
of the terms and conditions and provisions of this lease, Lessor hereby
agrees that Lessee may extend the Lease for an additional period of
five (5) years upon the same terms and conditions provided:

1)  Lessee shall notify Lessor in writing of its intention to extend
this Lease not later than the commencement of the one hundred and ninth
(l09th) month of the term of this Lease.

2)  Failure to so notify will make this paragraph null and void.

3)  The rental for the ensuing five (5) year term shall be adjusted in
an amount equal to the percentage proportion that the last consumer
Price Index for the Chicago area of the U.S. Department of Labor,
Bureau of Labor Statistics, or other Index successor thereto, published
prior to the termination date of this Lease shall have increased over
the last such Index published prior to the commencement date of this
Lease.

         OPTION TO RENEW.  Tenant shall have the single option to renew
this Lease for an additional term of five (5) years, commencing Febru-
ary 1, 19       , upon the same terms and conditions, except that the
rental shall be $       per month, and provided Tenant gives Landlord
at least ninety (90) days prior notice to January 31, 19     .

                                   EXTENSION

Tenant may, upon written notice to Landlord, given at least thirty (30)
days prior to the expiration of the initial term of this Lease, extend
the term of this Lease for an additional term of ______________________
year(s), commencing ___________________________________and ter-
minating ____________________________________.  All provisions of this
Lease shall remain in full force and effect during the extension
period.

         OPTION TO RENEW.  Tenant shall have two successive options to
renew this Lease upon the same terms and conditions, and at the same
rent, each for an additional term of five (5) years, and may exercise
the same by giving Landlord written notice thereof at least ninety (90)
days prior to the expiration of then existing term.

                                Option to Renew

    Provided that Tenant has fully and faithfully observed all of the
terms and conditions and provisions of this Lease, Landlord hereby
agrees that Tenant may extend the Lease for ___________________________
(     ) additional period(s) of _______________________ (    ) year(s)
upon the same terms and conditions except the rental shall be subject
to adjustment as provided herein.  Tenant shall notify the Landlord in
writing, of its intention to extend this Lease not later than  _________
(    ) months prior to the termination of this Lease.  Failure to so
notify will make this paragraph null and void.  If Tenant shall ex-
ercise any of its options to extend this Lease the rental for the en-
suing option term shall be adjusted by an amount equal to the percent-
age that the last Consumer Price Index, All Items, for the Chicago area
of the U.S. Department of Labor, Bureau of Labor Statistics published
prior to the termination date of this Lease shall have increased over
the last such index published prior to the commencement date of this
Lease.

                                Option to Renew

    Provided that Tenant has fully and faithfully observed all of the
terms and conditions and provisions of this Lease, Landlord hereby
agrees that Tenant may extend the Lease for one (1) additional period
of five (5) year(s) upon the same terms and conditions except that the
rental shall be subject to adjustment as provided herein.  Tenant shallnotify the Landlord in writing, of its intention to extend this Lease
not later than six (6) months prior to the termination of this Lease.
Failure to so notify will make this paragraph null and void.  If Tenant
shall exercise any of its options to extend this Lease the rental for the
ensuing option term shall be adjusted by an amount equal to the
percentage that the last Consumer Price Index for the Chicago area of
the U.S. Department of Labor, Bureau of Labor Statistics published
prior to the termination date of this Lease shall have increased over
the last such Index published prior to the commencement date of this
Lease.

EXTENSIONS
    Lessee is hereby granted, provided it is not then in default of any
of the provisions of this Lease, the right to extend the term of this
Lease for two (2) consecutive five (5) year renewal terms upon written
notice by Lessee served on Lessor one hundred and eighty (180) days
prior to, with respect to the first renewal term, the expiration of the
initial term and with respect to the second renewal term, the ex-
piration of the first renewal term.  Each such renewal shall be upon
the same terms, conditions and rental (including increases in ac-
cordance with Article    below) as herein specified.

                                Renewal Options

    Lessor grants to Lessee two (2) options to extend this Lease, under
the same terms and conditions, for consecutive periods of five (5)
years each, provided that at the time of the exercise of each option
Lessee is not in default under the terms of this Lease.  Each option
shall be exercised by written notice to Lessor, mailed by certified
mail to Lessor one hundred eighty (180) days prior to the end of the
primary term as to the first option, and one hundred eighty (180) days
prior to the end of the extended term as to the second option.

OPTION TO EXTEND TERM

         In the event that the term of this Lease has not been ter-
minated prior to the expiration of the five (5) year term herein re-
served, Lessee is hereby given the option to extend the term of this
Lease for a period of five (5) years commencing with the expiration of
the original term.  In the event that the term of this Lease is ex-
tended pursuant to the provisions of this paragraph, such extension
shall be at the rental and upon all of the terms and conditions set
forth in this Lease except as the context otherwise indicates.  Written
notice of the exercise of the foregoing option shall be given by Lessee
to Lessor at least three (3) months prior to the expiration of the then
effective term of this Lease.

LEASE EXTENSION

    If this Lease shall not have been terminated pursuant to any
provisions hereof, then Tenant may, at Tenant's option, extend the term
of this Lease for       successive additional terms of
year(s) each, commencing on the expiration of the original term, or
the immediately preceding additional term as the case may be, and in
the event Tenant has elected to exercise its option to Lease additional
space pursuant to paragraph     , the option provided for herein shall
include such additional space.  Tenant may exercise such option by giv-
ing Landlord written notice at least 30 days prior to the expiration of
the original term or the additional term, as the case may be.  Upon the
giving by Tenant to Landlord of such written notice and the compliance
by Tenant with the foregoing provisions of this paragraph    , the term
of this Lease shall be deemed to be automatically extended upon all the
covenants.

LEASE EXTENSION

    Agreements, terms, provisions and conditions, including rental, set
forth in this Lease, except for such terms and conditions as shall be
inapplicable during any additional term or in connection with this
paragraph    .  If Tenant fails or omits to so give to Landlord the
first written notice referred to above, it shall be deemed, without
further notice and without further agreement between the parties here-
to, that Tenant elected not to exercise the option(s) granted Tenant
pursuant to this paragraph    to extend the term of this Lease for ad-
ditional periods.

RENEW
         Lessee may, at its option, extend the term of this Lease for a
period of one, two or three years, at Lessee's option, upon the same
terms and conditions except the monthly rental, which rental shall be

         DOLLARS ($       ) per month, by giving notice.

         1.  That the term of said Lease dated September 1, 19    , as
amended, be and the same is hereby extended for a period of twelve (12)
months beginning January 1, 19      and ending December 31, 19     .

         2.  That the rental during said extended term shall be
($      ) per year payable in advance on or before the
first day of January, 19      .

         RENEWAL OPTION:  Tenant shall have the right to renew this
lease for an additional term of five years under the following terms
and conditions:

         (a)  Tenant shall notify Landlord in writing, at least one
year prior to the expiration of the original term of the
exercise of his rights.

         (b)  The Base Rental for the renewal term shall be increased
to $     per square foot per year.

         (c)  Tenant's proportionate share of increases in operating
costs and real estate taxes shall continue through the
renewal term retaining the original base year.

TENANTS OPTIONS

(a)  Provided that the Tenant is not in default in the performance of
its covenants herein, the Tenant shall have the right to extend this
lease for an additional five (5) year term.  This option must be ex-
ercised at least twelve (12) months prior to the expiration of the
lease term.  This option right shall lapse if it is not timely ex-
ercised.  All terms, conditions and covenants of this lease shall apply
for the extended lease term except the rent due and payable to the
Landlord for the extended term shall be __________________  and
_____________ Dollars and ____ cents _______________  per annum,
payable in advance, in equal monthly installments of ___ Dollars and
on the first day of each ________ and every day of the calendar month
of the extended term.

(b)  Provided that the Tenant is not in default in the performance of
its covenants herein, and provided that the Tenant has exercised its
option as provided in sub paragraph (a) herein, then the Tenant shall
have an additional option to extend this Lease for an additional five
(5) year term to commence at the expiration of the previous option
period.  This option must be exercised at least twelve (12) months
prior to the expiration of the previous option term.  This option shall
lapse if it is not timely exercised.  All terms, conditions and cove-
nants of this Lease shall apply for this option term except the rent
due and payable to the Landlord shall be the same rent as provided for
the option granted in sub paragraph (a) hereof or the rent provided for
in Paragraph    of this Lease increased by fifty (50) percent of the
percentage increase of the United States City average index of the
consumer price index for urban wage earners and clerical workers issued
by the Bureau of Labor Statistics of the United States Department of
Labor or, if discontinued or no longer in effect, any comparable index
issued by said Bureau or any successor agency of the United States
which issues similar indices, computed from the date hereof to the date
of the commencement of the second option term, whichever amount shall
be greater.

TERM          FOR A TERM to commence on June 1, 19     and end at 12
o'clock noon on December 31, 19     , or on such earlier date as this
Lease may terminate as hereinafter provided, except that, if any such
date falls on a Sunday or a holiday, then this Lease shall end at 12
o'clock noon on the business day next preceding the aforementioned
date, AT THE ANNUAL RENTAL RATE OF              DOLLARS ($        ).
payable in equal monthly installments of                    DOLLARS
($        ) each, in advance, on the first day of each calendar month
during the term.  Provided that Tenant is not then in default under the
terms and provisions of this Lease, Tenant shall havetwo (2) suc-
cessive options called "Renewal Terms").  Tenant shall notify Lessor in
writing at least sixty (60) days prior to Lease Term expiration, of
Tenant's desire to exercise the options subject to approval of
Board of Directors.  In the event Tenant does elect to renew the term
of the Lease as herein provided, all the terms and provisions herein
shall be applicable to the Renewal Term of the Lease.

         At the beginning of each Renewal Term after December 31,
19     , the annual rent shall be subject to the following adjustments:
said annual rent shall be increased to the extent of the percentage
increase in the revised "Consumer Price Index, Chicago, Illinois, for
Urban Wage Earners and Clerical Workers (all items) 1957-1959 = 100,"
prepared by the Bureau of Labor Statistics of the U.S. Department of
Labor between the December immediately prior to the start of the ini-
tial Lease Term and the December immediately prior to the start of each
Renewal Term.

         OPTION TO RENEW   Tenant shall have two successive options to
renew this Lease upon the same terms and conditions (except as to
rent), each for an additional term of five (5) years, and may exercise
the same by giving Landlord written notice thereof at least ninety (90)
days prior to the expiration of the then existing term.

         The parties shall have thirty (30) days after Landlord re-
ceives the option notice in which to agree on monthly rent during the
extended term.  If the parties agree on the monthly rent for the ex-
tended term during that period, they shall immediately execute an
amendment to this lease stating the monthly rent.  If the parties are
unable to agree on the monthly rent for the extended term within that
period, monthly rent for the extended term shall be set by arbitration
as provided in Article        .

         Should Tenant, at its own expense, expand or extend the
improvements, the value of such expansion or extension shall not be
used in determining such fair rental value.

    EXTENSIONS:  HOLDING OVER

         (a)  Lessor hereby grants to Lessee, provided the Lessee is
not then in default of any of the provisions of this Lease, the right
to extend the term of this Lease for two (2) consecutive five (5) year
extension terms upon written notice by Lessee served on Lessor one
hundred and eighty (180) days prior to, with respect to the first ex-
tension term, the expiration of the initial term and with respect to
the second extension term, the expiration of the first extension term.
Each such extension shall be upon the terms, conditions and rental
(including increases in accordance with Article     below) as herein
specified.

         (b)  If Lessee shall hold possession of the Premises with the
consent of Lessor after the expiration of the term of this Lease
(either the initial term or, if the Lease is extended as hereinabove
provided, either such extension term), then this Lease shall be ex-
tended on a month-to-month basis and such tenancy shall be terminable
by either party upon sixty (60) days notice; the provisions of this
subparagraph (b) shall not be construed to imply the consent of Lessor
to any such holding over.

                               EXTENSION OF TERM

         Section       Tenant may extend the term for a first ad-
ditional term of five (5) years, commencing on the date of expiration
of the term, subject to compliance with the following conditions
precedent.

         (a)  Tenant, at the time of exercising such right as well as
at the time fixed for the commencement of the first extended term,
shall not be chargeable with an event of default and the Lease shall,
at both such times, be in full force.

         (b)  Tenant shall have given notice of its election to extend
no later than twelve (12) calendar months prior to the date of ex-
piration of the term.

         (c)  The rent, payable for each year of the first extended
term, shall be $        (computed on the basis of $     per square
foot), payable in equal monthly installments of $          in advance
on the first day of each month during the first additional term.

         (d)  All of the provisions of the Lease shall be applicable to
the first extended term, except that the rent shall be as provided in
subdivision (c) hereof and any other provisions of the Lease which
plainly or by fair construction are inapplicable to the extended term
shall not apply.

         Extension.

         A.  Lessee, if not then in default for failure to have cured,
within the time herein provided, a default of which it has been
notified hereunder, shall have the right and option to extend the term
of this Lease for two (2) consecutive five (5) year periods each, upon
the same terms and conditions as herein expressed except that the basic
Rent payable for each such five year period shall be equal to the fol-
lowing.  (1) the Basic Rent for the previous five year period, plus
(2) twenty-five (25%) percent of the increase in percentage of the cur-
rent Index over the Base Index as reflected in the U. S. Department of
Labor Consumer Price Index for all Chicago Urban Consumers
(1967=100.0).  For use in determining the adjusted Basic Rent for the
first five year extension, the index for May, 19     shall be deemed to
be the Base Index and the index for May, 19      shall be deemed to be
the Current Index.  For use in determining the adjusted Basic Rent for
the second five year extension, the index for May, 19     , shall be
deemed to be the Base Index and the index for May, 19     , shall be
deemed to be the Current Index.

         B.  If the Consumer Price Index shall be substantially re-
vised, the calculations hereunder shall be appropriately adjusted to
produce results as nearly equivalent as possible to those which would
have been obtained if the Consumer Price Index had not been so revised.
If the Consumer Price Index is discontinued or is unavailable, the
parties will substitute a comparable index reflecting changes in the
cost of living or purchasing power of the consumer dollar published by
any other governmental agency, bank or other financial institution or
any other recognized authority.

         C.  The adjusted Basic Rent shall be payable in equal monthly
installments, each in advance, on the first day of the first month of
the extended term.

         D.  If Lessee elects to exercise any right or option with
respect to any such extension of the lease term, it shall give written
notice to Lessor not less than nine (9) months before the date of
expiration of the then existing term.  If Lessee fails to give such
nine month notice to extend and renew the term, or any extended term
hereof, Lessor shall at any time after the last day on which such
notice was to be given, notify Lessee that it has not given notice of
extension of the term.  Lessee shall have an additional ten days after
receipt of Lessor's notice to elect to extend the term for such
five-year period.  Such election shall be made by written notice mailed
to Lessor within such ten day period.  If Lessee fails to give such
notice within the ten day period, the option to extend and renew the
term shall be null and void.  If Lessee elects to extend the term
pursuant to this paragraph, such extension shall become effective upon
the date of expiration of the term then in effect, without theexecution of a new lease.

         RENEWAL OPTIONS.  Lessee shall have the right to extend the
term of this lease for three separate and consecutive additional "_______
_______________ periods," each such period being sometimes referred to
an an "extended term," the first extended term commencing with the ex-
piration of the original term, the second commencing with the ex-
piration of the second extended term, subject to the following con-
ditions and limitations.

         (a)  Lessee shall give Lessor written notice of its election
to extend for the extended term in question at least 90 days prior to
the expiration of the term, or (as the case may be) the then current ex-
tended term.

         (b)  If Lessee shall duly exercise its right as aforesaid,
then the term hereof shall be extended for the extended term in ques-
tion upon the same terms, covenants, and conditions as in this lease,
provided the monthly rental payable by Lessee shall be in accordance
with the following.

         (1)  During the first extended term, the annual rental shall
be __________________, or _______________ per month, the same being a
_________% increase over the rental for the initial term of this lease.

         (2)  During the second extended term, the annual rental shall
be ________________, or ________________ per month, the same being a
________% increase over the rental for the first extended term of this
lease.

         (3)  During the third extended term, the annual rental shall
be ________________, or ________________ per month, the same being a
_______% increase over the rental for the second extended term of this
lease.

                                  CPI CLAUSE

     The Tenant may, at its option, extend the term of this Lease in the
following manner:

    (a)  The Consumer Price Index hereinafter referred to as the CPI,
shall be the Consumer Price Index--Average For All Urban
Consumers, All Items, as published by the United States Bureau
of Labor Statistics.

In the event of a change in the method of determining the CPI,
an adjustment shall be made in the revised index to produce
results equivalent, as nearly as possible, to those which
would have been obtained had the CPI not been changed.

    (b)  "Base Year" as used herein shall be calculated by averaging
the monthly CPI for the twelve month period which expires four
months prior to the commencement of the initial term of this
Lease.

    (c)  "Comparison Year" as used herein shall be calculated by
averaging the monthly CPI for the twelve month period which
expires four months prior to the expiration of the then
existing term.

    (d)  The monthly rental for the option periods shall be adjusted on
the commencement date of each option term by multiplying the
monthly rental for the initial term by the product of the
fraction, the numerator of which shall be the CPI for the
corresponding Comparison Year and the denominator of which
shall be the CPI for the Base Year.

    (e)  In any event, the annual rental for each one year option shall
not exceed eight percent of the increase in the Consumer Price
Index for that year.

         Each of said Options shall be exercised by the Tenant giving
notice by mail to the Landlord at least sixty days before
expiration of the then existing term.

                                    NOTICES

Lessee shall have the right and option of extending this lease for four
(4) additional one-year periods by giving to Lessor written notice of
its intention so to do in not less than sixty (60) days prior to any
expiration date, and provided and upon the further express condition
that Lessee be not then in default under any of the terms, covenants or
conditions herein contained and shall have paid all installments of
rent then due and payable hereunder.  All conditions and covenants of
this lease shall remain in full force and effect during any extension
hereof.

Once exercised, the Lessee shall not have the right to revoke his elec-
tion to exercise the option.  In the event that the option is not ex-
ercised as provided for herein within the time provided for, then the
option shall expire, and the Lessee shall not have the right to renew
the lease.

Said options to renew this lease shall be at the base rate of $_____ per
square foot per month and shall be adjusted upward to compensate for
increased operational costs, exclusive of utility costs, and increased
general real estate taxes.  Said adjustment shall be based upon
increases experienced in the prior lease year and shall not exceed _____
percent (_____%) of the lease rate established for that year.  The Lessor
shall notify the Lessee at least one huhdred and twenty (120) days
prior to the start of the next option lease year as to what said
adjustment shall be.  If the Lessee is not notified by the Lessor of an
adjustment at least one hundred and twenty (120) days prior to the
start of the next option lease year, the lease rate for that next
option year shall be the same as the then present rate.

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