TAXES, ETC.
    Landlord shall pay all real estate taxes, assessments, water and
sewer rates and charges, and any other charges which may be levied, as-
sessed or charged against the Building and/or the land upon which the
Building is situated.  Landlord shall further make all payments re-
quired to be made under the terms of any mortgage or deed of trust
which is now or hereafter a lien on the Building or the land thereunder
which is superior to this Lease.

         Landlord shall pay and discharge, or cause to be paid and dis-
charged, within the time required by law, all taxes and assessments
levied or assessed against the premises or any portion thereof.  Tenant
shall have the right, upon Landlord's failure to pay such taxes or as-
sessments, to pay the same and deduct the amounts thereof from the rent
then or thereafter due under this lease, but without obligation upon
Tenant to pay same.  Landlord shall, upon request, exhibit to Tenant
written receipts for payment of such taxes and assessments.

         TAXES AND INSURANCE.  Landlord shall pay all real property
taxes, (including general and special assessments thereon) and all
insurance premiums for insurance required to be maintained by Landlord
as provided in Paragraph 11 hereinafter contained, provided, however,
Tenant shall pay its proportionate share each year of all such real
property taxes and such insurance premiums upon Landlord's notification
to Tenant of its share together with appropriate documentation of the
tax levies and insurance premiums.  "Proportionate share" is defined as
Tenant's rentable warehouse floor area prorated to the rentable ware-
house floor area of the entire premises assessed and insured, which
proportionate share initially is fifty per cent (50%).  Tenant shall
not be responsible for (1) increases in real property taxes at-
tributable to additional improvements to the entire premises unless the
additional improvements are constructed by or for Tenant's direct bene-
fit or (2) increases in insurance premiums due to uses by any Tenant
or tenants of the remainder of the warehouse structure of which the
premises are a part for operations requiring an increase in insurance
premiums.

         Tenant shall not be required to pay any municipal, county,
state, or federal income, franchise taxes, or transfer taxes of
Landlord.  Tenant shall pay all taxes, assessments, license fees and
other charges that are levied and assessed against Tenant's personal
property installed or located in or on the premises.

         If Landlord shall fail to make any payment due in respect of a
tax or other governmental charge or in respect of mortgage principal or
interest, or shall fail to remove any other lien or charge which may
jeopardize Tenant's right to possession of the premises, Tenant may
give notice thereof to Landlord.  If Landlord shall fail to cure any
such default or remove any such lien or charge within five (5) days
from the sending of such notice, Tenant shall have the right to cure
any such default or remove any such lien or charge on Landlord's behalf
and be reimbursed for any such payment by Landlord, with interest at
the rate of six percent (6%) per annum from the date of any such pay-
ment.  In the event such reimbursement is not made by Landlord within
thirty (30) days of any such payment by Tenant, Tenant shall have the
right to off-set its claim therefor against subsequently accruing rent
hereunder and, if and to the extent necessary, to extend the term of
this lease until such claim shall have been liquidated.

                            TAXES AND ASSESSMENTS

    Section 1.  Lessee shall pay, as additonal rent for the demised
premises, all taxes and assessments general and special, water rates
and all other impositions, ordinary and extraordinary, of every kind
and nature whatsoever.  This may be levied, assessed or imposed upon
said premises or any part thereof or upon any building or improvements
at any time situated thereon or levied or assessed upon the interest of
the Lessor in or under this lease, after the commencement of the lease
term, including installments of special assessments for improvements
completed falling due or becoming payable during the term of this
lease.  All of which said taxes, assessments, water rates and other
impositions shall be paid by the Lessee before they shall respectively
become delinquent and in any case within apt time to prevent any sale
or forfeiture of said demised premises therefor or for any part there-
of.  With respect to any special taxes or assessments which may be
levied to be payable in installments, the Lessee shall be required to
pay only those installments plus accured interest, if any, which fall
due during the term of this lease.  The general taxes for the first
year and those of the first year of the term hereof shall be prorated
equitably between the parties hereto, Lessee to pay the proportion of
said general taxes due for the number of such months, respectively,
during which it shall be entitled to possession of said premises here-
under, and general taxes for the last year of the lease term hereof
shall be prorated on the basis of the then last available tax bills.

    Section 2.  Nothing in this article      contained shall be con-
strued to require the Lessee to pay any franchise, inheritance, estate,
succession or transfer tax of the Lessor or any income or excess
profits tax assessed upon or in respect of the income of the Lessor or
chargeable to or required to be paid by the Lessor unless such tax
shall be specifically levied against the income of the Lessor derived
from the rent by this lease reserved.   Expressly and as for a specific
substitute for the taxes, in whole or in part, upon the real estate by
this lease demised or the improvements situated thereon, all of which
taxes so specifically levied the Lessee shall pay as so much additional
rent as and when the same become due and payable.   Provided, however,
that if the amount or rate of any such income or excess profits tax so
levied against the income of the Lessor, as a specific substitute for
the taxes on the real estate by this lease demised or the improvements
at any time situated thereon shall be increased by reason of any other
income received or property owned by the Lessor.  Then the Lessee shall
not be obligated to pay such increased amount but only so much of such
tax as the Lessor would be obligated to pay in case it derived no in-
come from any source other than the real estate hereby demised.

    Section 3.  Lessee shall deliver to the Lessor from time to time,
duplicate receipts or photostatic copies thereof showing the payments
for all said taxes, assessments, water rates, and other impositions,
such delivery to be made within thirty (30) days after evidence of such
respective payments is available.

    Section 4.  The Lessor shall, at its option, have the right at all
times during the term hereof to pay any taxes, assessments, water rates
or other charges or impositions upon the demised premises or any inter-
est therein or any other charge, tax or imposition herein required to
be paid by the Lessee remaining unpaid after the same shall have become
delinquent, and to pay, cancel and clear off all tax sales, liens,
charges and claims upon or against said demised premises.  To redeem
said premises from the same or any of them from time to time, and the
amounts so paid, including reasonable expenses, shall be so much ad-
ditional rent due from the Lessee to the Lessor at the next rent day
after any such payment, with interest at the rate of              %
percent per annum from a date fifteen (15) days after payment thereof
by the Lessor until the repayment thereof to the Lessor by the Lessee.

    Section 5.  All other provisions of this lease to the contrary
notwithstanding, Lessee shall not be required to pay, discharge or remove
any tax, assessment, tax lien or other imposition or charge upon
or against said demised premises or any part thereof or the
improvements at any time situated thereon so long as Lessee shall in
good faith and with due diligence contest the same or the validity
thereof.  By appropriate legal proceedings which shall have the effect of
preventing the colleciton of the tax, assessment, tax lien or other
imposition or charge so contested and the sale or forfeiture of said
premises or any part thereof or any interest therein to satisfy the
same.  Provided that pending any such legal proceedings Lessee shall
upon request of Lessor, deposit with the Lessor cash or government
bonds satisfactory to the Lessor in an amount equal to but not less than
one hundred twenty-five percent (125%) of the amount of the tax, as-
sessment, tax lien or other imposition or charge, and such additional
amounts from time to time as may be necessary to keep on deposit at all
times an amount equal to one hundred twenty-five (125%) of said taxes,
assessments, tax liens or other impositions, and all interest and pen-
alties thereon so contested.  Pending the diligent prosecution of any
such legal proceedings, and provided Lessee has maintained the deposit
above provided for, Lessor shall not have the right to pay, remove or
discharge the tax, assessment, tax lien or other imposition or charge
so contested.  The cash or government bonds so deposited shall be held
by the Lessor until said premises shall have been released and dis-
charged from any such tax, assessment, tax lien or other imposition or
charge, and shall thereupon be returned to the Lessee less the amount
of any loss, cost, damage and reasonable expense that Lessor may sus-
tain in connection with the tax, assessment, tax lien or other imposi-
tion or charge so contested.   Provided, however, that if Lessee fails to
prosecute such contest with due diligence, or fails to maintain said
deposit as above provided, or if Lessee is otherwise in default under
the provisions of this lease, Lessor may use the cash or government
bonds so deposited to pay any item for which Lessor would be entitled
to make advances under Section 4 of this Article, or to cure any other
such default of Lessee.

    Section 6.  In the event that Lessee at any time institutes suit to
recover any tax, assessment, tax lien or other imposition or charge
paid by Lessee under protest in Lessor's name, Lessee shall have the
right, at its own sole expense, to institute and prosecute such charge
paid by Lessee under protest in Lessor's name, Lessee shall have the
right, at its own sole expense, to institute and prosecute such suit or
suits in Lessor's name, in which event Lessee covenants and agrees to
indemnify Lessor and save it harmless from and against all costs,
charges or liabilities in connection with any such suit.  All funds re-
covered as a result of any such suit shall belong to the Lessee.

         Security Deposit.  As additional security for the faithful and
prompt performance of its obligations hereunder, Tenant has concur-
rently with the execution of this Lease paid to Landlord's said mana-
ging Agent the sum of $________________.  Said security deposit need
not be segregated and may be applied by Landlord for the purpose of
curing any default or defaults of Tenant hereunder, in which event Ten-
ant shall replenish said deposit in full by promptly paying to Landlord
on demand the amount so applied.  Landlord shall not pay any interest
on said deposit, except as required by law.  If Tenant has not de-
faulted hereunder and Landlord has not applied said deposit to cure a
default, or Landlord has applied said deposit to cure a default and
Tenant has replenished the same, then said deposit, or such remaining
portion thereof, shall be paid to Tenant after the termination of this 
Lease.  Said deposit shall not be deemed an advance payment of Rent or
a measure of Landlord's damamges for any default hereunder by Tenant.

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