SUBORDINATION OF LESSEE'S INTEREST.  This Lease may be sub-
ordinate and subject to the lien of any first mortgage only, now or
hereafter placed upon the Premises, provided Lessor agrees that no such
mortgage or like encumbrance, whether recorded or unrecorded, shall be
binding upon Lessee unless and until Lessee shall be actually notified
thereof by U.S. certified mail, and provided further that the mortgagee
agrees (subject to Lessee's agreement of atonement if required by
mortgagee).  In the event of a foreclosure, to recognize the rights of
Lessee under this Lease Agreement and further agrees that Lessee may
quietly and peaceably enjoy the premises while the Lessee is not in
default in the performance of its obligations to be performed
hereunder.  Any such mortgagee, by notice in writing to Lessor and
Lessee, shall be entitled to have this lease treated as prior to the
lien of its mortgage, whether or not this lease is dated prior or
subsequent to the date of such mortgage.  Lessee agrees to execute and
deliver such certificate of good standing of this Lease as Lessor or
Lessor's lender may reasonably require and likewise to execute and
deliver such other instruments as may be reasonably required by Lessor
or Lessor's lender in connection with any such loan or mortgage placed
on the premises.

         SUBORDINATION.

         This Lease is subject and subordinate to all present and
future ground or underlying leases of the Land and to the lien of any
mortgages or trust deeds, now and hereafter in force against the Land
and Building, or either, and to all renewals, extensions, modi-
fications, consolidations and replacements thereof, and to all
advances made or hereafter to be made upon the security of such
mortgages or trust deeds, unless the holders of such mortgages or trust
deeds, or the Lessors under such ground lease or underlying leases re-
quire in writing that this Lease shall be superior thereto.  Tenant
shall at Landlord's request execute such further instruments or as-
surances as Landlord may reasonably deem necessary to evidence or con-
firm the subordination or superiority of this Lease to any such
mortgages, trust deeds, ground leases or underlying leases.  Tenant
hereby irrevocably authorizes Landlord to execute and deliver in the
name of Tenant any such instrument or instruments if Tenant fails to do
so, provided that such shall in no way relieve Tenant from the ob-
ligation of executing such instruments of subordination or superiority.

                          SUBORDINATION TO MORTGAGES

    At the option of any mortgagee, this lease shall be made subject
and subordinate to the lien of any mortgage or mortgages or trust deed
or trust deeds which at any time may be placed upon the fee title to
the premises above described.  Provided, however, that the rights of the
Lessee hereunder shall not be cut off or affected by foreclosure of any
such mortgage or mortgages or trust deed or trust deeds, so long as
Lessee shall not be in default hereunder.  Lessee, upon request, shall
execute, acknowledge and deliver such instruments as shall be required
to effectuate the subordination herein provided.  Failure or refusal so
to do shall constitute a default under the terms of this lease.

                                 SUBORDINATION

     The rights of Tenant under this Lease are subject and subordinate at
all times to the lien of any mortgage or mortgages now or hereunder in force
against the demised Premises and/or the building of which they are a part.

SUBORDINATION TO MORTGAGE

         Tenant agrees that this lease is subject and subordinate to
all ground leases, underlying leases and to all mortgages which may now
or hereafter affect the real property of which the leased premises form
a part and to all renewals, modifications, consolidations, replacements
and extensions thereof.  This clause shall be self-operative and no
further instrument of subordination need be required by any mortgagee.
In confirmation of such subordination, Tenant shall execute promptly
any certificate that Landlord may request.  Tenant hereby constitutes
and appoints Landlord the Tenant's attorney in fact to execute any such
certificate or certificates for and on behalf of Tenant.

SUBORDINATION TO EXISTING AND FUTURE MORTGAGES

    This Lease shall be subject and subordinate at all times to the
liens of any existing mortgage or mortgages and of mortgages which
hereinafter may be made a lien on site and/or building.  Although no
instrument or act on the part of the Tenant shall be necessary to ef-
fectuate such subordination, the Tenant shall nevertheless execute and
deliver such further instruments subordinating this Lease to the lien
of any such mortgages as may be desired by the mortgagee.  The Tenant
hereby appoints the Landlord as its attorney-in-fact irrevocably to exe-
cute and deliver any such instrument for the Tenant.

         Subordination or Superiority of This Lease.  The rights and
interest of Tenant under this Lease shall be subject and subordinate to
any first mortgage or first trust deed that may hereafter be placed
upon the Building or Real Estate or Property and to any and all
advances to be made thereunder, and to the interest thereon, and all
renewals, replacements and extensions thereof.  If the mortgagee or
trustee named in said mortgage or trust deeds shall elect to subject
and subordinate the rights and interest of Tenant under this Lease to
the lien of its mortgage or deed of trust.  Any first mortgagee or
first trustee may elect to give the rights and interest of Tenant under
this Lease priority over the lien of its mortgage or deed of trust.  In
the event of either such election, and upon notificatin by such
mortgagee or trustee to Tenant to that effect, the right and interest
of Tenant under this Lease shall be deemed to be subordinate to or to
have priority over, as the case may be, to the lien of said mortgage or
trust deed, whether this Lease is dated prior to or subsequent to the
date of said mortgage or trust deed.  Tenant shall promptly execute and
promptly deliver whatever instruments may be required for such
purposes, and in the event Tenant fails so to do within ten (10) days
after demand in writing, Tenant does hereby make, constitute and ir-
revocably appoint Landlord as it attorney in fact and in its name,
place and stead so to do.

SUBORDINATION

    Tenant shall, if so requested by Landlord, subordinate this Lease
and the leasehold estate created hereunder to any future mortgage or
ground lease covering the Building or the Premises.  Provided however,
that the mortgagee or ground lessor, as the case may be, shall deliver
to Tenant at or prior to the time that this Lease becomes so sub-
ordinate a written agreement whereby Tenant, so long as Tenant is not
in default hereunder, may remain in possession of the Premises pursuant
to the terms hereof and without any diminution of the Tenants rights
should Landlord become in default with respect to such mortgage or
ground lease or should the Premises become the subject of any action to
foreclose any mortgage or to dispossess Landlord.

ESTOPPEL CERTIFICATE OR THREE PARTY AGREEMENT

         Tenant agrees that at Landlord's request, Tenant will execute
either an estoppel certificate or a three-party agreement among
Landlord, Tenant and Landlord's mortgagee certifying to such facts (if
true) and agreeing to such notice provisions and other matters as such
mortgagee may reasonably require in connection with Landlord's financing.

         ESTOPPEL CERTIFICATES.  Either Landlord or Tenant, at any time
and from time to time, upon not less than twenty (20) days' prior writ-
ten notice from the other party hereto and without cost, charge or ex-
pense or attorneys' fees, will execute, acknowledge and deliver to the
other party hereto a Certificate certifying.

         a.  That this Lease is unmodified and in full force and effect
(or, if there have been modifictions, that the same is in full force
and effect as modified and stating the modifications).   and

         b.  Whether or not there are then existing or claimed any off-
sets or defenses against the enforcement of any of the covenants,
agreements, terms or conditions hereof upon the part of any party here-
to to be performed or complied with (and, if so, specifying the same).
and

         c.  The dates, if any, to which the rent and other charges
under this Lease have been paid in advance, it being intended that any
such certificate delivered pursuant hereto may be relied upon by any
prospective purchaser or mortgage of the fee or any assignee of any
mortgage upon the fee of the entire premises, or any part thereof, or
by any prospective permitted assignee or mortgagee of Tenant's lease-
hold interest under this Lease.

    ESTOPPEL CERTIFICATE.

    Tenant agrees, that, from time to time upon not less than ten days
prior request by Landlord, the Tenant, or Tenant's duly authorized
representative having knowledge of the following facts, will deliver to
Landlord a statement in writing certifying (i) that this Lease is un-
modified and in full force and effect (or if there have been modi-
fications, that the Lease as modified is in full force and effect).
(ii) the dates to which rent and other charges have been paid.   (iii)
that the Landlord is not in default under any provision of this Lease
or, if in default, the nature thereof in detail.   and (iv) such further
matters as are set forth on the form of estoppel certificate attached
hereto as exhibit C and made a part hereof, it being intended that any
such statement may be relied upon by any prospective assignee of any
Tenant of the Building, any mortgagees or prospective mortgagees there-
of, or any prospective assignee of any mortgage thereof.  Tenant shall
execute and deliver whatever instruments may be required for such
purposes, and in the event Tenant fails so to do within ten (10) days
after such demand in writing, Tenant shall be considered in default
under this lease.

                        ESTOPPEL CERTIFICATE BY LESSEE

    At any time and from time to time, upon not less than five (5) days
prior written request by the Lessor, Lessee shall execute, acknowledge
and deliver to the Lessor a statemment in writing certifying that this
lease is unmodified and in full force and effect (or if there have been
modifications, that the same is in full force and effect as modified
and stating the modifications), and the dates to which the rental and
other charges have been paid in advance if any.  It being intended that
any such statement delivered pursuant to this Article may be relied
upon by any prospective purchaser of the fee or mortgagee or assignee
of any mortgage upon the fee of the demised premises.

                             Estoppel Certificate

    Tenant agrees that from time to time, upon not less than five (5)
days' prior request by Landlord, it will deliver to Landlord a state-
ment in writing certifying:

    a)  That the lease is unmodified and in full force and effect (or
if there have been modifications that the Lease as modified, is in full
force and effect).

    b)  The date to which rent and other charges have been paid.   and

    c)  That Landlord is not in default under any provisions of this
Lease, or if in default, the nature thereof in detail.

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