SERVICES

Landlord shall furnish, at Landlord's cost and expense, the following
services in connection with Tenant's use of the demised premises and
common areas, throughout the term of this Lease and all extensions
hereof:

A.  Janitorial and cleaning services as set forth in the attached Ex-
hibit "C";

B.  Electricity, hot and cold water, gas and all other utilities (ex-
cept telephone), including operating, maintenance, repairs and re-
placement costs;

C.  Heating, ventilation and air-conditioning, including operating,
maintenance, repair and replacement costs;

D.  The use of all elevators (if building is so equipped);

E.  Pest extermination as required;

F.  Security through satisfactory double cylinder dead-bolt type locks
and limited access;
   
G.  All exterior landscaping and maintenance;

H.  Rubbish removal;

I.  Snow and ice removal;

J.  Replace all light bulbs and florescent tubes and ballasts as 
required;

K.  Shampoo all carpeting at least once annually; and

L.  Repair all painted surfaces at least once every ____________ years.

All services specified above shall be of a quality and quantity equal
to or greater than the corresponding services customarily provided in
first class office buildings in the city or town in which the Demised
Premises are located.  If Landlord fails to provide any or all of the
above services, Tenant may, after written notice to Landlord, obtain
such services for itself and deduct all costs and expenses related
thereto from rents due under this Lease.

         Landlord's Services and Obligations.
         A.  Air Conditioning.  Landlord shall furnish air conditioning
to provide a temperature and humidity condition required, in Landlord's
judgment, for comfortable occupancy of the Premises under normal busi-
ness operations, daily from 8:00 a.m. to 6:00 p.m. (Saturday to 1:00
p.m.), Sundays and holidays excepted.  Wherever heat generating
machines or equipment are used in the Premises which affect the tem-
perature otherwise maintained by the air conditioning system, Landlord
reserves the right to provide and install supplementary air con-
ditioning units in the Premises and the cost of providing, installing
and operating and maintaining the same shall be paid by Tenant to
Landlord's rental agents as Additional Rent.
         B.  Water.  Landlord shall furnish cold water from mains for 
drinking, lavatory and toilet purposes drawn through fixtures
installed by Landlord, or by Tenant with Landlord's prior written con-
sent, and hot water for lavatory purposes from the regular supply of
the Building.  Tenant shall pay Landlord at rates fixed by Landlord for
water furnished for any other purpose.  Tenant shall not waste or
permit the waste of water.  In the event Tenant shall fail to make
prompt payment to Landlord for water furnished by Landlord, Landlord
upon ten days' notice, may discontinue furnishing such service and no
such discontinuance shall be deemed an eviction or disturbance of 
Tenant's use of the Premises or render Landlord liable for damages or 
relieve Tenant from an  obligation under this Lease.
         C.  Window Washing.  Landlord shall furnish window washing of
all windows in the Premises, both inside and out, weather permitting,
at intervals to be determined by the Landlord.
         D.  Janitor Service.  Landlord shall furnish daily janitor
services in the Premises, Saturdays, Sundays and holdiays excepted.
Tenant shall not provide janitor services without the prior written
consent of Landlord and then only subject to the supervision of the
Landlord and at Tenant's sole responsibility, cost and expense, by con-
tractors or employees at all times satisfactory to Landlord.
         E.  Elevator Service.  Landlord shall furnish passenger ele-
vator service in common with Landlord and other tenants, daily from
8:00 a.m. to 6:00 p.m. (Saturdays to 1:00 p.m.), Sundays and holidays
excepted, and daily freight elevator service in common with Landlord
and other tenants at reasonable hours to be determined by Landlord,
Saturdays, Sundays and holidays excepted.  Landlord, however, shall
provide limited passenger elevator service daily at all times during
which such normal passenger service is not furnished.  Operatorless
automatic elevator service shall be deemed "elevator service" within
the meaning of this paragraph.
         F.  Window and Door Coverings.  Landlord shall furnish drapes
for all exterior windows of standard type and color for the Building,
which Tenant agrees not to remove or alter.  Tenant, at its own ex-
pense, may install drapes, window or door coverings (and if installed,
shall maintain them in an attractive and safe condition); provided,
however, that in the sole judgment of Landlord, they are in harmony
with the exterior and interior appearance of the Building and create no
safety or fire hazard.
         G.  Interruption of Services.  Landlord does not warrant 
that any service will be free from interruptions caused by repairs, 
renewals, improvements, changes of service, alterations, strikes, 
lockouts, labor controversies, accidents, inability to obtain fuel, 
steam, water or supplies, governmental regulations, or other causes 
beyond the reasonable control of Landlord.  No such interruption of 
service shall be deemed an eviction or disturbance of Tenant's use 
and possession of the Premises or any part thereof, or render Landlord 
liable to Tenant for damages, by abatement of rent or otherwise, or 
relieve Tenant from performance of Tenant's obligations under this 
Lease. Tenant hereby waives and releases all claims against Landlord 
for damages for interruption or stoppage of service.

         UTILITIES.  Landlord at its expense will provide adequate
sewer, water, electric and gas lines, pipes and conduits to and for the
premises and will provide for separate meters to be furnished by Tenant
for the purpose of measuring all utilities to be paid for by Tenant,
and Tenant will pay for all water, gas, electricity and other utilities
used by Tenant on the premises.  If any such service is not separately
metered by or for each Tenant, but rather is furnished through one
master meter, the Tenant shall pay a pro-rata share, based on usage, of
any charge.

         Landlord shall, without additional charge to Tenant, supply
for Tenant's use, comfort and convenience in the premises gas, water,
electric power, light, air conditioning, heat and janitor service.

SERVICES TO BE FURNISHED BY LANDLORD
    1.  To furnish the electricity and water utilized in operating any
and all facilities serving the leased premises, including: (a) elec-
tricity for lighting within the leased premises and (b) electricity
furnished directly to any floor, ceiling or wall outlets within the
leased premises.
    2.  To furnish the following additional services to Tenant while
occupying the premises:
         (a)  Hot and cold water at those points of supply provided for
general use of Tenants in the Building.
         (b)  Central heat and air conditioning in season, at such tem-
peratures and in such amounts as are considered by Landlord to be
standard, but such service at times during week days other than normal
business hours for the Building, on Saturday afternoons, Sundays and
holidays to be furnished only upon the request of Tenant, who shall
bear the entire cost thereof; routine maintenance and electric lighting
service for all public areas and special service areas of the Building
in the manner and to the extent deemed by Landlord to be standard.
         (c)  Janitor service as per the attached Schedule ____ on a
five (5) day week basis at no extra charge; provided, however, if
Tenant's floor covering or other improvements is other than building
standard, Tenant shall pay the additional cleaning cost attributable
thereto as additional rent.  Tenant shall pay said Additional Rent upon
presentation of a statement therefor by Landlord, and Tenant's failure
to pay shall consitute default hereunder.
         (d)  Initial and replacement bulbs and ballasts within the
leased premises.
         (e)  Elevator service in all elevators servicing the Leased
Premises from 7:30 a.m. to 7:00 p.m. weekdays, and at least one ele-
vator serving the Leased Premises 24 hours a day, every day of the
year.
         Failure by Landlord to any extent to furnish the above defined
services to be furnished by Landlord, or any cessation thereof, re-
sulting from causes beyond the reasonable control of Landlord shall not
render Landlord liable in any respect for damages to either person or
property, nor be construed as an eviction of Tenant, nor work an abate-
ment of rent, nor relieve Tenant from fulfillment of any covenant or
agreement hereof.  Should any of the equipment or machinery break down,
or for any cause cease to function properly, Tenant shall have no claim
for rebate of rent or damages on account of an interruption in service
occasioned.

KEYS AND LOCKS
         Landlord agrees to furnish Tenant two (2) keys for each cor-
ridor door entering the leased premises.  Additional keys will be
furnished at a charge by Landlord on an order signed by Tenant or Ten-
ant's authorized representative.  All such keys shall remain the
property of Landlord.  No additional locks shall be allowed on any door
on the leased premises without Landlord's permission, and Tenant shall
not make, or permit to be made any duplicate keys, except those
furnished by Landlord, exclusive of keys to Tenant's safes and vaults.
Upon termination of this lease, Tenant shall surrender to Landlord all
keys of the leased premises, and give to Landlord the explanation of
the combination of all locks for safes, safe cabinets and vault doors,
if any, in the leased premises.

TELEPHONE EQUIPMENT
         Landlord shall provide suitable space for installation of Ten-
ant's telephone relay cabinets, power panels and electric panels.  Such
space will be in addition to the Premises described in paragraph 1 and
shall be provided at no cost to Tenant. Landlord shall use its best ef-
forts to complete Tenant's telephone equipment room; as shown on ex-
hibit B and in accordance with telephone company requirements, during 
the early stages of Tenant's alterations. Landlord shall coordinate its
construction of the Premises with the installation of Tenant's
telephones and equipment so as not to delay Tenant's occupancy.

         Telephone, Electric and Other Services.
         A.  Tenant shall make arrangements directly with the telephone
company servicing the Building for such telephone service in the
Premises as may be desired by Tenant.  Tenant shall pay the entire cost
of all telephone charges, electricity consumed within the Premises,
maintenance of light fixtures and replacement of lamps, bulbs, tubes,
ballasts and starters.
         B.  If Tenant desires telegraphic, telephonic, burglar alarm,
computer installations or signal service (which service shall be at
Tenant's sole expense), Landlord shall, upon request, direct where and
how all connections and wiring for such service shall be introduced and
run.  In the absence of such directions, Tenant shall make no borings,
cutting or install any wires or cables in or about the Premises.
         C.  Tenant covenants and agrees that Landlord shall in no ev-
ent be liable or responsible to Tenant for any loss, damage or expense
which Tenant may sustain or incur if either the quality or character of
electrical service is changed or is no longer suitable for Tenant's re-
quirements.  Tenant covenants and agrees that at all times its use of
electric current shall never exceed the capacity of existing feeders to
the Building or the premises or wiring or installation; and also that
it shall make no alterations or additions to the electric equipment and
or appliances without the prior written consent of Landlord in each
instance.

                                   Services

    As part of the consideration for the payment of the rent above
specified, the Landlord at its own expense, shall furnish, supply and
properly maintain for the Tenant, the following services, utilities and
equipment:

a)  Heat and air conditioning*         b)  Soap
c)  Towels or electric hand dryers     d)  Toilet tissue
e)  Window cleaning                    f)  Adequate and clean
                                           lavatories and toilets
g)  Proper care of landscaping         h)  Hot and cold water for
                                           drinking, lavatory and
                                           toilet purposes
i)  Utilities, fuel, electricity and   j)  Janitorial service daily Monday
    water necessary to operate the         thru Friday for the premises,
    heating, hot water, plumbing           including the halls and stairways
    and air conditioning systems           giving access thereto


    *Air conditioning to provide a temperature and humidity condition
required, in Landlord's judgment for comfortable occupancy of Premises
under normal business operations, during normal business hours, daily
from 8:00 A.M. to 6:00 P.M., Saturdays, Sundays and holidays excepted.
If the use of heat generating equipment in Premises affects the tem-
peratures otherwise maintained by the air conditioning system for
normal business operations, and thereby requires, in the judgment of
Landlord, the modification of the air conditioning system (including
installation of supplementary air conditioning units for Premises)
Landlord reserves the right to perform such modification; and the cost
thereof shall be paid by Tenant to Landlord at the time of completion
of such modification.  Any increased expense in maintaining the system
resulting, in Landlord's opinion from such modification and any
increased expenses in operating the system resulting from such modi-
fication shall be paid by Tenant.

SERVICES.

A.  List of services.
    Landlord shall provide the following services on all days during
the Term, except Sundays and holidays, unless otherwise stated:
    (i)  Heating and air conditioning when necessary for normal comfort
in the Premises, from Monday through Friday, during the period from 8
a.m. to 7 p.m. and on Saturday during the period from 8 a.m. to 1 p.m.
Tenant will pay for all heating and air conditioning requested and
furnished prior to or following such hours at rates to be established
from time to time by Landlord, subject to all governmental rules, regu-
lations and guidelines applicable thereto.
    (ii)  Adequate electrical wiring and facilities for standard build-
ing lighting fixtures provided by Landlord and for Tenant's incidental
uses.  Tenant shall bear the cost of replacement of all lamps, tubes,
ballasts and starters for lighting fixtures.  In respect of such inci-
dent uses, adequate electrical wiring and facilities will be furnished
in the Premises by Landlord, provided that (a) the connected electrical
load of the incidental use equipment does not exceed an average of one
watt per square foot of the Premises; (b) the electricity so furnished
for incidental uses will be at a nominal 120 volts and no electrical
circuit for the supply of such incidental use will have a current
capacity exceeding 20 amperes; and (c) such electricity will be used
only for equipment and accessories normal to office usage.  If Tenant's
requirements for electricity for incidental uses are in excess of those
set forth in the preceding sentence, the Landlord reserves the right to
require Tenant to install the conduit, wiring and other equipnent
necessary to supply electricity for such excess incidental use 
requirements at the Tenant's expense by arrangement with or another  
approved local utility.
    (iii)  City water from the regular Building outlets for
drinking, lavatory and toilet purposes.
    (iv)  Janitorial services as specified in the schedule attached
hereto and identified as "Janitorial Services".
    (v)  Window washing of all inside and outside windows in the
Premises at intervals to be determined by Landlord.
    (vi)  Adequate automatic passenger elevator service at all times.
    (vii)  Freight elevator services subject to scheduling by Landlord.

B.  Billing for Electricity.
    (i)  Separate Metering.  Tenant shall pay for the use of all elec-
trical service to the Premises (other than the electrical service
necessary for Landlord to fulfill its obligation to provide heating
and air conditioning as provided in Paragraph A (i) hereof) provided
that Landlord can make arrangements satisfactory to Landlord and Tenant
with the utility company supplying electricity to the Premises.  Tenant
shall be billed directly by such utility and Tenant agrees to pay each
bill promptly in accordance with its terms.  In the event that for any
reason Tenant cannot be billed directly, Landlord shall forward each
bill with respect to the premises and Tenant shall pay it promptly in
accordance with its terms.
    (ii)  Lack of Separate Metering.  If Tenant cannot be separately
metered for any reason, Tenant shall pay Landlord as additional rent,
in monthly installments at the time prescribed for monthly install-
ments of rent, an annual amount, as estimated by Landlord from time to
time, which Tenant would pay for such electricity if the same were
separately metered to the Premises by the local electric utility com-
pany and billed to Tenant at such utility company's current rates.

C.  Interruption of Services.
    Tenant agrees that Landlord shall not be liable in damages, by
abatement of rent or otherwise, for failure to furnish or delay in
furnishing any service, or for any diminution in the quality or quan-
tity thereof, when such failure or delay of diminution is occasioned, in
whole or in part, by repairs, renewals, or improvements, by any strike,
lockout or other labor trouble, by inability to secure electricity,
gas, water, or other fuel at the Building after reasonable effort so to
do, by any accident of casualty whatsoever, by act or default of Tenant
or other parties, or by any other cause beyond Landlord's reasonable
control; and such failures or delays or diminution shall never be deemed
to constitute an eviction or disturbance of the Tenant's use and
possession of the Premises or relieve the Tenant from paying Rent or
performing any of its obligations under this Lease.

    Charges for Service.
    Charges for any service for which Tenant is required to pay from
time to time hereunder including but not limited to hoisting services
or after hours heating or air conditioning shall be due and payable at
the same time as the installment of rent with which they are billed, or
if billed separately, shall be due and payable within ten (10) days
after such billing.  If Tenant shall fail to make payment for any such
services, Landlord may, with notice to Tenant, discontinue any or all
of such services and such discontinuance shall not be deemed to con-
stitute an eviction or disturbance of the Tenant's use and possession
of the Premises or relieve Tenant from paying rent or performing any of
its other obligations under this lease.

SERVICES
    Landlord shall furnish the following services to Tenant at
Landlord's own cost and expense, all of which shall be adquate for the
intended use of the Premises and in conformity with that furnished in
local first-class building of similar nature, but in no event shall
these services be provided less than the hours of         a.m. to p.m.
on normal business days, and        a.m. to p.m. on Saturdays.
    (a)  Elevator service, with a minimum of one elevator subject to
call at all times.
    (b)  Year-round air-conditioning system capable of producing and
maintaining the following conditions throughout the demised Premises,
regardless of outside temperature.

    (i)  Temperature and Humidity - inside temperature to be maintained
at:      Summer - 76 FDB +/- 2  FDB relative
         humidity 50% maximum
         Winter - 74 FDB  +/- 2 FDB relative
         humidity 25% minimum.
    (ii) Temperature Control - areas having excessive heat gain or heat
loss or are affected by solar radiation at different times of the day
shall be independently zoned and controlled so that the interior tem-
perature condition stipulated above can be maintained.
    (iii)  Air Movement - in conference rooms and toilet areas, a
mechanical ventilation system shall be furnished to provide for the ex-
hausting of stale air and smoke as well as providing a comfortable cir-
culation of air.
    (iv)  Drafts, Noise and Vibration - the heating, air conditioning
and ventilating systems shall be free from objectionable drafts, noise
and vibration.
    (v)  Filtration - all air conditioned supply air shall be 
adequately filtered so as to maintain a clean and dust-free 
environment.
    (vi)  Ventilation - the air conditioning system will supply not
less than 25% of fresh air while in operation.  In toilets exhaust air
quantities of at least 50 cubic feet per minute for each water closet
or urinal or 2 cubic feet per square foot of floor area, whichever is
greater, is to be provided.

    (c)  All utility services.
    (d)  Complete snow and ice removal within two (2) hours after snow-
fall or ice accumulation for the Building and parking area (including
salting of walks or any other prudent safety measure for the protection
of Tenant's patrons and employees).
    (e)  Adequate security services for the Premises and the Building
including fire and burglar alarm devices and guard protection.
    (f)  Initial or first installation of lamps and/or bulbs as well as
future replacement, as required of lamps and/or bulbs, ballasts and
starters to maintain a light level of 85 foot candles at desk level.
    (g)  Landlord acknowledges that the availability of sufficient
parking is a material inducemnt to the entering into of this lease by
Tenant.  Landlord represents that it has sufficient parking available
to provide at no cost to Tenant and for Tenant's exclusive use at lease
        paved parking spaces no more than        feet from any public
entrance to the Building.  Landlord shall designate by marking or
otherwise, such spaces as exclusive to Tenant and shall use its best
efforts to insure such exclusivity.  There shall be a minimum of 300 square
feet allocated for each parking space including aisle and turnaround space.
    (h)  Landlord shall provide, at no expense to Tenant, cleaning
service and window washing for the Premises and the common areas and
lavatories in the Building in accordance with the Cleaning schedule
marked Exhibit ____ and attached and made a part hereof.

                          EXHIBIT CLEANING SCHEDULE

Nightly  (between the hours of 7:00 P.M. and 7:00 A.M., Monday
         through Friday, Legal Holidays excepted)

1.  Clean Lavatories as follows:
    (a)  Sweep and wash floors, using an odorless disinfectant in wash
         water.
    (b)  Wash and polish all mirrors, powder shelves, bright work, and
         enamel surfaces.
    (c)  Thoroughly scour, wash and disinfect all basins, bowls,
         and urinals.
    (d)  Wash and disinfect all toilet seats, both sides.
    (e)  Wash all partitions, tile walls, towel, paper, and 
         sanitary napkin dispensers, and receptacles, as
         required.
    (f)  Empty and clean paper towel and sanitary disposal
         receptacles.
    (g)  Fill toilet tissue holders, soap dispensers and
         towel dispensers, materials to be furnished by
         Lessor.
2.  Empty and clean all waste receptacles, ash trays and sand urns.
3.  Wash clean and disinfect all water fountains and water coolers.
4.  Hand dust all office furniture and fixtures, shelves, sills and
    other dust collecting surfaces.
5.  Remove all rubbish and trash from premises.
6.  Vacuum all rugs and carpeting and remove any spots or stains.
7.  Dust mop all uncarpeted areas, using treated mops and damp mop, 
    as necessary to remove any stains or spills.
8.  Damp mop floors in entrance foyers, elevator lobbies and public
    corridors, if applicable.
9.  Wet sponge wipe table tops in employee lounge, including 
    cleaning of any spills, if applicable.
10. During nightly tour, close all windows and blinds, extinguish
    lights, lock doors and report any malfunctions.
11. Keep locker, storage and slop sink rooms in a clean and orderly
    manner.
12. Keep sidewalks and parking areas clean and rubbish free.

Weekly

1.  Damp mop and buff polish all uncarpeted areas.
2.  Keep lawn and landscaping properly maintained, if applicable.
3.  Remove all finger marks and smudges from doors, partitions, 
    woodwork, window ledges and window mullions.
4.  Wash all directory board, display, entry door, and side light
    glass, as necessary.

Monthly

1.  All uncarpeted floor areas to be washed, waxed and machine
    polished.
2.  Clean air conditioning grilles and filters as required.
3.  High dusting:
    (a)  Dust in place all pictures, frames, charts, graphs and 
         similar wall hangings.
    (b)  Dust clean all vertical surfaces, such as walls, par-
         titions, doors, books and other surfaces not reached
         in nightly cleaning.
    (c)  Dust clean all exposed pipes, air conditioning louvers,
         ducts and other areas not reached in nightly cleaning.
    (d)  Dust clean all lighting fixtures.
    (e)  Vacuum all venetian blinds.
4.  Wash all windows inside and out.

Annually

1.  Damp wipe all light fixtures, including lenses and 
    fluorescent tubes.
2.  Shampoo all rugs and carpeting.

If the above requirements are not properly complied with and the
Premises are not maintained in a satisfactory manner, the Tenant may on
21 days notice to Landlord provide its own cleaning service and deduct
the cost thereof from the rental due Landlord.

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