LEGAL USE AND VIOLATIONS OF INSURANCE COVERAGE

         Tenant agrees not to occupy or use, or permit any portion of
the leased premises to be occupied or used for any business or purpose
which is unlawful, disreputable or deemed to be extra-hazardous on ac-
count of fire, or permit anything to be done which would in any way
increase the rate of fire or liability or any other insurance coverage
on said building and/or its contents.

         Use.  Tenant shall occupy and use the Premises for general of-
fice purposes only.  Tenant shall not occupy or use the Premises or
permit the Premises to be occupied or used for any purpose, act or
thing which is in violation of any public law, ordinance or
governmental regulation which may be dangerous to persons or property,
or which may invalidate or increase the amount of premiums for any
policy of insurance carried on the Building or covering its operation
or violate the terms thereof.  Provided, however, that if any additional
amounts of insurance premiums are caused by Tenant's occupancy or use
of the Premises, Tenant shall pay to Landlord said additional amounts.
Tenant, at its sole expense, shall comply with all rules, regulations
and requirements of the Illinois Inspection and Rating Bureau.  Tenant
shall not do or permit anything to be done upon the premises, or bring
or keep anything threon which is in violation of rules, regulations or
requirements of the __________ Fire Department, _______ authority having
jurisdiction over the Building.  Tenant shall not do or permit anything to
be done upon the Premises which in any way may create a nuisance, disturb
any other tenant of the Building or the occupants of neighboring property
or injure the reputation of the Building.  Tenant shall not use the Premises
for housing accommodations, for lodging or sleeping purposes or for any
immoral or illegal purposes.  Tenant shall not at any time do or permit
any of the following to be done in the Premises or the Building: the
manufacture, sale, purchase, use or gift of any spirituous, fermented,
intoxicating or alcoholic liquors or the cooking or sale of food in any form.

                           USE AND CARE OF PREMISES

    Section 1.  Prior to taking possession of the demised premises
hereunder, Lessee will have inspected said premises and the
improvements thereon and will acknowledge that said premises are found
to be in a safe and satisfactory condition.  By reason of the fore-
going, and without further documentation, Lessee is hereby and
__________________  herewith subrogated, without recourse against
said Lessor, its agents or beneficiaries, to all rights and claims, if
any, Lessor shall at any time, during the term of this lease, have
against subcontractors, and any other person or entity having any re-
sponsibility for construction of the leased premises, by reason of de-
fective construction of such leased premises or the use and installation
of defective materials and equipment therein and Lessor in such case
shall make all warranties available to Lessee.  Lessee, upon giving
ing Lessor proper indemnity, may make claims and institute proceedings
against all such persons and available to Lessee.  Lessee, upon giving
Lessor proper indemnity, may make claims and institute proceedings
against all such persons and entities in the name of the Lessor or in
its own name and Lessor agrees to execute at the request of Lessee, any
instruments necessary to evidence such subrogation.  Lessee covenants
and agrees that it will not use or permit any person to use said de-
mised premises or any part thereof for any use or purposes in violation
of the laws of the United States, the State of _____________ the
ordinances or other regulations of any municipality in which said
premises are situated, or of any other lawful authorities, nor shall
Lessee use or permit, or suffer any person to use said premises or any
buildings theron for the manufacture or sale of intoxicating liquor of
any kind, character or descripion whatsoever.   That during said term it
will keep said demised premises and every part thereof in all buildings
at any time situated thereon in a clean and wholesome condition and
generally that it will in all respects and at all times fully comply
with all lawful health and police regulations.   Also that it will
keep the improvements at any time situated upon the demised premises
and all sidewalks and areas adjacent thereto, as well as in the area
thereof, safe, secure and conformable to the lawful and valid re-
quirements of any municipality in which said premises may be situated
and of all other public authorities.   It will make at its own expense
all additions, improvements, alterations and repairs on the demised
premises and on and to the appurtenances and equipment thereof required
by any lawful authorities or which may be made necessary by the act or
neglect  of any other person or corporation (public or  private).
Upon the termination of this lease by lapse of time or sooner ter-
mination in any way will yield up said premises and building thereon to
Lessor, in good condition and repair, ordinary wear excepted, and will
deliver the keys therefor at the then  place of payment of said rent.
Lessor shall be obligated to comply with requirements of all lawful
authorities in force at the time of the commencement of the term of
this lease.  Lessee will, without injury to the roof, remove all snow
and ice from the same when necessary, and will keep the Lessor and its
beneficiaries harmless and indemnified during the term of this lease
against any loss, damage, cost or expense by reason of the failure so
to do in any respect or by reason of any accident, loss or damage
resulting to persons or property from any use which may be made of said
premises or of any improvements at any time situated thereon or by rea-
son of any accident, loss or damage resulting to persons or property
from any use which may be made of said premises or of any improvements
at any time situated thereon or by reason of or growing out of any act
or thing done or omitted to be done upon said premises or in any build-
ing at any time situated thereon except where resulting from negli-
gence of Lessor or its agents.   Lessee covenants that it will save,
hold and keep the Lessor and the demised premises free and clear of and
from any and all claims, demands, penalties, liabilities, judgments,
costs and expenses, including reasonable attorneys' fees, arising out
of any damage which may be sustained by adjoining property or adjoining
owners or other persons or property in connectin with any remodeling,
altering or repairing by the Lessee or its agents, of any building or
buildings on the demised premises or the erection of any new building
or buildings thereon.

    Section 2.  Lessee shall at all times during the term hereof, carry
and maintain, for the mutual benefit of the Lessor and its bene-
ficiaries, and of the Lessee, general public liability insurance
against claims for personal injury,  death or property damage, oc-
curring in, on or about the demised premises or property or in, on or
about the streets, sidewalks or premises adjacent to the demised
premises, such insurance to afford protection to the limit if not less
than _____________  with respect to property damage, and will
also carry, for the mutual benefit of the Lessor and of the Lessee,
steam boiler insurance on any and all steam boilers, pressure boilers
and other such apparatus in such amounts as the Lessor may from time to
time reasonably require.  The Lessee shall furnish Lessor with a dupli-
cate certificate or certificates of such insurance policy or policies,
stating therein the number of each such policy, the name of the
insurer, the amount of insurance under each such policy and the date of
expiration of each such policy, and shall from time to time, whenever
required, satisfy the Lessor that such policy or policies is or are in
full force and effect.

    Section 3.  In case any action or proceedings shall be commenced
against the Lessor growing out of any loss, cost, damage or expense,
specified in section 2 of this Article, Lessor may give written notice
of the same to the Lessee and thereafter Lessee shall assume and dis-
charge all obligation to defend the same and save and keep harmless the
Lessor from all expense, counsel fees, costs, liabiities, judgments and
executions in any manner growing out of, pertaining to, or connected
therewith.

    Section 4.  Lessee shall use and occupy the demised premises for
and for no other purposes.  If any changes are required in the building
on the demised premises, structural or otherwise, under any laws, ordi-
nance or regulations of any lawful authorities at anytime hereafter in
force and effect or the Board of Fire Underwriters or otherwise, Lessee
shall, at its own expense, comply with any such requirements, including
the maintenance of equipment and offices, and shall not use the
premises for any purpose or permit any other condition to exist which
will injure the reputation of the premises.  Lessee shall have the ex-
clusive right to place the name of its business, advertisements, and
illuminated signs on any portion of the exterior and interior of the
leased premises and of the improvements which may be situated thereon.
Provided, however, that nothing herein contained shall permit Lessee to
paint any signs or advertising matter on any of the exterior walls of
the building on the demised premises.  Provided, further, that upon
the termination of this lease, by lapse of time or sooner ter-
mination, Lessee at its own expense, shall remove all such
advertisements and illuminated signs and restore the building, both ex-
terior and interior, to its original condition.

    The Premises may be used and occupied for any lawful purpose,
including by way of specification (but without limiting the generality
of the foregoing, offices, data processing, research and development,
and customer service demonstration suites.  Landlord covenants that
there are no zoning ordinances or other prohibitions restricting or
limiting the use of the Premises for the purpose herein specified.
Should any law, regulation or other governmental order restrict or limit
Tenant's use of the Premises, then Tenant may cancel this Lease upon written
notice to Landlord within (90) days following that date upon which Tenant
shall have no further obligation to Landlord either hereunder or otherwise.

     In addition, Tenant may, if Tenant so elects, install and operate
vending machines for Tenant's sole use to dispense hot and cold beverages,
ice cream, candy, food and cigarettes.  Such machines shall be maintained
in neat and sanitary condition and shall comply with all applicable
laws and ordinances.

         Landlord covenants and represents that it has good and market-
able title to the premises, subject to no restrictions or encumbrances
except as herein set forth, and that so long as Tenant pays the rent
reserved hereunder and performs the covenants herein on its part to be
performed, Tenant shall and may peaceably have, hold and enjoy the
premises for the term aforesaid and for any extension or renewal there-
of.  Landlord and Tenant agree that the premises shall be used for the
following purposes.
         Office, sales, storage, warehouse, repairs,
         service department, light manufacturing and
         for all other uses and purposes in connection
         with the business of Tenant, its parent,
         divisions, subsidiaries, affiliates and joint
         ventures.
and for other activities necessary, appropriate or incidental thereto.

         Landlord covenants, warrants and represents that the demised
premises are zoned for the aforesaid purposes and uses and Tenant
agrees not to use or occupy or suffer or permit said premises, or any
part thereof to be used in any other manner or occupied for any other
purpose not permitted by law, or in any way which may constitute a
nuisance to the neighborhood.

         USE OF THE PREMISES.  The Leased Premises may be used for
______________________________ or any other lawful purpose.  The
premises shall not be used for any illegal purpose; nor in any manner
to create any nuisance or trespass; nor in any manner to vitiate the
insurance on the premises.

USE OF PREMISES.

         Tenant shall use and occupy the Premises as an office for the
following type of business:  __________________________________________

                                     USE

         Tenant may use and occupy the Demised Premises for all lawful
         business purposes.  Tenant shall have the right to use in
         common with other Tenants of the building of which the
         Demised Premises are a part, all common areas, including but
         not limited to, stairways, sidewalks, halls, entrances,
         exits, restrooms, parking lots, elevators and other similar
         or related facilities.  Tenant shall not obstruct the use by
         others of such common areas.  Landlord warrants that it has
         the right and is authorized to lease the demised Premises to
         Tenant under the terms and conditions set forth in this Lease.
         Landlord warrants that Tenant, upon performing its obligations
         under this Lease, may freely, peaceably and quietly occupy and
         enjoy the Demised Premises without interference of any kind.

         USE.  Tenant shall use and occupy the premises solely for
warehousing, light manufacturing, fabrication, offices and any rea-
sonable use ancillary thereto.  Tenant shall not use the premises in
any manner or for any purpose contrary to any applicable law, ordinance
or regulation.  Tenant shall not be obligated to comply with any law
that requires alterations, maintenance or restoration to the premises
unless the alterations, maintenance or restoration are required as a
result of Tenant's particular and specific use of the premises at the
time.  Landlord shall make any alterations, maintenance or restoration
to the premises required by such laws that Tenant is not obligated to
make.

                              Lease Termination

At the termination of this lease by lapse of time or otherwise, Tenant
shall.

Surrender Keys:  Surrender all keys of the Premises to Landlord and
make known to Landlord the explanation of all combination locks re-
maining on the Premises.

Return of Premises:  Return to Landlord the Premises and all equipment
and fixtures of Landlord in as good condition as when Tenant originally
took possession, ordinary wear and loss or damage by fire or other cas-
ualty excepted, failing which Landlord may restore the Premises, equip-
ment and fixtures to such condition and Tenant shall pay the cost
thereof.

Removal of Additions:  Promptly remove the installations, additions,
non-trade fixtures and improvements placed in the Premises by Tenant
failing which at the election of Landlord, Landlord may remove the same
and Tenant shall pay the cost of such removal and of any necessary re-
storation of the Premises.  Upon acceptance by Landlord, installations,
additions, hardware, non-trade fixtures and improvements, and equipment
belonging to Tenant, in or upon the Premises, whether placed there by
Tenant or Landlord, shall be Landlord's property and shall remain upon
the Premises, all without compensation, allowance or credit to Tenant.

Property Presumed Abandoned:  Presumably have abandoned all Tenant's
fixtures, installations, and personal property not removed from the
Premises upon termination, and not required by Landlord to have been
removed as provided herein and title thereto shall pass to Landlord
under this Lease as by a Bill of Sale.

SURRENDER OF POSSESSION.

         Upon the expiration of the term or upon the termination of
Tenant's right of possession, whether by lapse of time or at the option
of Landlord as herein provided, Tenant shall forthwith surrender the
Premises to Landlord in good order, repair and condition, ordinary wear
excepted, and shall, if Landlord so requires, restore the Premises to
the condition existing at the beginning of the Term.  Any interest of
Tenant in the alterations, improvements and additions to the Premises
made or paid for by Landlord or Tenant shall, without compensation to
Tenant, become Landlord's property at the termination of this lease by
lapse of time or otherwise and such alteration, improvements and
additions  shall be relinquished to Landlord in good condition,
ordinary wear excepted.  Within seven (7) days prior to the termination
of the term or of Tenant's right of possession Tenant shall remove
office furniture, trade fixtures, office equipment and all other items
of Tenant's property on the Premises.  Tenant shall pay to Landlord
upon demand the cost of repairing any damage to the Premises and to the
building caused by any such removal.  If Tenant shall fail or refuse to
remove any such property from the Premises, Tenant shall be
conclusively presumed to have abandoned the same.  Title thereto
shall thereupon pass to Landlord without any cost either by set-off,
credit, allowance or otherwise, and Landlord may at its option accept
the title to such property or at Tenant's expense may (i) remove the
same or any part in any manner that Landlord shall choose, repairing
any damage to the Premises caused by such removal, and (ii) store,
destroy or otherwise dispose of the same without incurring liability to
Tenant or any other person.

                        Acts Subsequent to Termination

    No receipt of money by Landlord from Tenant after the termination
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.

                                  SURRENDER

At the expiration or other termination of this Lease, Tenant shall sur-
render the Demised Premises to Landlord in good order and condition ex-
cept for ordinary wear and tear, damage by fire and other casualties
and damage caused by Landlord.

SURRENDER     Upon any termination or expiration of this Lease, Tenant
shall surrender the Premises in the same condition as existed at the
commencement of the term, except for normal wear and tear and damage
caused by the elements, casualty, or any other cause for which Tenant
might be liable, except that Tenant shall have the right but not
the obligation to remove any and all improvements and alterations made
to the Premises by Tenant or at Tenant's expense.

         Lease Termination.  At the termination of this Lease by lapse
of time or otherwise.

         A.  Surrender of Keys.  Tenant shall surrender all keys of the
Premises to Landlord and make known to Landlord the explanation of all
combination locks remaining on the Premises.

         B.  Return of Premises.  Tenant shall return to Landlord the
Premises and all equipment and fixtures of Landlord in as good a con-
dition and state of repair as when Tenant originally took possession
subject, however, to (a) the provisions of paragraphs C and D of this
Section       , (b) ordinary wear and loss or damage by fire.   (c)
other casualty covered in Section     hereof, failing which Landlord
may restore the Premises, equipment and fixtures to such condition and
state of repair and Tenant shall, upon demand, pay to Landlord the cost
thereof.

         C.  Removal of Additions.  All installations, additions,
hardware, non-trade fixtures and improvements temporary or permanent,
except movable furniture and equipment belonging to Tenant, in or upon
the Premises, whether placed there by Tenant or Landlord, shall be
Landlord's property and shall remain upon the Premises, all without
compensation, allowance or credit to Tenant.   Provided, however, that if
prior to such termination or within ten days thereafter Landlord so
directs by notice, Tenant shall promptly remove the installations, ad-
ditions, hardware, non-trade fixtures and improvements, placed in or
upon the premises by Tenant and designated in the notice, failing which
Landlord may remove the same and Tenant shall, upon demand, pay to Landlord
the cost of such removal and of any necesary restoration of the Premises.

         D.  Floor Covering.  Tenant may remove any floor covering en-
tirely paid for and laid by Tenant provided Tenant, (a) removes all
fastenings, paper, glue, bases and other vestiges thereof and restores
the floor surface to its previous condition, or (b) pays to Landlord,
upon demand, the cost of restoring the floor surface to such condition.

         E.  Property Presumed Abandoned.  All fixtures, installations,
and personal property belonging to Tenant not removed from the Premises
upon termination of this Lease and not required by Landlord to have
been removed as provided in Paragraph C of this section     , shall be
conclusively presumed to have been abandoned by Tenant and Title there-
to shall pass to Landlord under this Lease as by a bill of sale.

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