LEASE AGREEMENT OF BUILDING

LEASE AGREEMENT OF BUILDING

                 LEASE INFORMATION

                 LEASE DATE:             ......, ......

                 LANDLORD:               XYZ & COMPANY, a division of XYZ

                                         Bank N.A., as trustee of the ......-

                                         ...... Property Trust, a trust

                                         organized under 12 C.F.R. Section 9.18

                 ADDRESS OF LANDLORD:    c/o ...... ...... Company

                                         ...... SW ...... Drive

                                         ......, ...... ......-7123

                TENANT:                 ...... YYY, Inc.

                                         a ...... corporation

                 PREMISES:               ...... S.W. ...... ...... Road

                                         ......, ...... ......

PARAGRAPH 1      "Premises" approximately ...... square feet in Building A of

                 approximately ……. square feet (computed from measurements

                 to the exterior of outside walls of the building and to the

                 center of interior walls), such premises being shown and

                 outlined on the plan attached hereto as Exhibit A, and being

                 part of the real property described in Exhibit B attached

                 hereto.

PARAGRAPH 1      Lease Term: Commencing on the "Commencement Date" as

                 hereinafter defined and ending 25 months thereafter except

                 that in the event the Commencement Date is a date other

                 than the first day of a calendar month, such term shall

                 extend for said number of months in addition to the

                 remainder of the calendar month following the Commencement

                 Date.

PARAGRAPH 1      Scheduled Term Commencement Date:             August 1, ......

PARAGRAPH 2      Monthly Base Rent:                                 $……………….

PARAGRAPH 2B     Security Deposit:                                  $………………

PARAGRAPH 4A     Tenant's Initial Monthly Es...... Payment

                 for Taxes, Assessments and Other Charges:            $………………

PARAGRAPH 7      Tenant's Initial Monthly Common Area

                 Maintenance Charge:                                  $……………

PARAGRAPH 13B    Tenant's Initial Monthly Insurance

                 Es...... Payment                                        $……………

                 Tenant's Initial Monthly Payment Total:            $………………

                 The foregoing Basic Lease Information is hereby incorporated

                 into and made a part of this Lease. Each reference in this

                 Lease to any of the Basic Lease Information shall mean the

                 respective information herein above set forth and shall be

                 construed to incorporate all of the terms provided under the

                 particular Lease paragraph pertaining to such Basic Lease

                 Information. In the event of any conflict between any Basic

                 Lease Information and this Lease, the former shall control.

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                              LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into by and between XYZ BANK N.A.,

as trustee of the ......-...... Property Trust, a trust organized under 12

C.F.R. Section 9.18 hereinafter referred to as "Landlord", and ......

YYY, Inc., a ...... corporation, hereinafter referred to as

"Tenant";

                                 WITNESSETH

1.   PREMISES AND TERM.

     A.  In consideration of the obligation of Tenant to pay rent as herein

     provided, and in consideration of the other terms, provisions and

     covenants hereof, Landlord hereby demises and leases to Tenant, and

     Tenant hereby takes and leases from Landlord those certain Premises as

     outlined on Exhibit "A" attached hereto (hereinafter referred to as the

     "Premises"), together with all rights, privileges, easements,

     appurtenances, and amenities belonging to or in any way appertaining to

     the Premises and together with the buildings, sidewalks, curbs,

     driveways, and other improvements situated or to be situated upon land

     described in Exhibit B attached hereto (the "Project").

     B.  TO HAVE AND TO HOLD the same for a term commencing on the

     "Commencement Date", as hereinafter defined, and ending thereafter as

     specified in the Basic Lease Information (the "Lease Term"); provided,

     however, that, in the event the "Commencement Date" is a date other than

     the first day of a calendar month, such term shall extend for the

     number of months in addition to the remainder of the calendar month

     following the "Commencement Date".

     C.  The "Commencement Date" shall be the earlier of: (i) the Scheduled

     Term Commencement Date shown in the Basic Lease Information, or (ii) the

     date upon which the Premises shall have been substantially completed in

     accordance with the plans and specifications described in Exhibit "C"

     attached hereto. If the Premises shall not have been substantially

     completed by the Scheduled Term Commencement Date and the delay in

     substantially completing the Premises is not caused in whole or in part

     by any act or omission of Tenant, or Tenant's agents, employees,

     contractors or subcontractors, Tenant's obligations to pay rent under

     this Lease shall commence on the date the Premises are substantially

     completed. In no event shall Landlord be liable to Tenant for any loss or

     damage resulting from any delay for any reason whatsoever in the

     substantial completion of the Premises. Landlord shall notify Tenant in

     writing as soon as Landlord deems the Premises to be substantially

     completed and ready for occupancy. If Tenant believes that the Premises

     have not in fact been substantially completed, Tenant shall notify

     Landlord in writing of Tenant's objections within three (3) days of

     Landlord's notice to Tenant that the Premises are substantially

     complete. Landlord shall have a reasonable time after delivery of such

     notice in which to take such corrective action as Landlord, in its sole

     discretion, seems appropriate, and shall notify Tenant in writing as

     soon as Landlord deems that such corrective action has been completed so

     that the Premises are substantially completed and ready for occupancy.

     In the event of any dispute as to the substantial completion of work

     required to be performed by Landlord, the certificate of Landlord's

     architect or general contractor shall be conclusive. The taking of

     possession by Tenant of any portion of the Premises for any reason shall

     be deemed conclusively to establish that the Premises have been

     substantially completed in accordance with the plans and specifications

     and that the Premises are in good and satisfactory condition as of when

     possession was so taken. Tenant acknowledges that no representations as

     to the condition or repair of the Premises have been made by Landlord,

     unless such are expressly set forth in this Lease. After the

     Commencement Date, Tenant shall, upon demand, execute and deliver to

     Landlord a letter of acceptance of delivery of the Premises, specifying

     the Commencement Date.

2.   BASE RENT AND SECURITY DEPOSIT:

     A.  Tenant agrees to pay to Landlord Monthly Base Rent for the Premises,

     in advance, without demand, deduction, or set off, for the entire Lease

     Term at the rate specified in the Basic Lease Information, and Addendum

     A payable in monthly installments. The first monthly installment shall

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     be due and payable on the date hereof and thereafter monthly

     installments of Monthly Base Rent shall be due and payable on the first

     day of each calendar month succeeding the Commencement Date during the

     Lease Term, except that the payment of Monthly Base Rent for any

     fractional calendar month at the commencement or end of this Lease shall

     be prorated on the basis of a 30-day month.

     B.  In addition, Tenant agrees to deposit with Landlord on the date

     hereof a security deposit in the amount specified in the Basic Lease

     Information, which sum shall be held by Landlord, without obligation for

     interest, as security for the performance of Tenant's covenants and

     obligations under this Lease, it being expressly understood and agreed

     that such deposit is not an advance rental deposit, not the last month's

     rent and not a measure of Landlord's damages in the event of Tenant's

     default. Upon the occurrence of any default by Tenant under this Lease,

     Landlord may, from time to time, without prejudice to any other remedy

     provided herein or provided by law, use such deposit to the extent

     necessary to make good any arrears of rent or other payment due Landlord

     hereunder, and any other damage, injury, expense or liability caused by

     such event of default; or to perform any obligation required of Tenant

     under this Lease; and Tenant shall pay to Landlord on demand the amount

     so applied in order to restore the security deposit to its original

     amount. Although the security deposit shall be deemed the property of

     Landlord, any remaining balance of such deposit shall be returned by

     Landlord to Tenant within thirty (30) days of the date following the

     termination of this Lease that all of Tenant's obligations under this

     Lease have been fulfilled. Tenant may not mortgage, assign, transfer or

     encumber the Security Deposit and any such act on the part of Tenant

     shall be without force or effect. In the event any bankruptcy,

     insolvency, reorganization or other creditor-debtor proceedings shall be

     instituted by or against Tenant, the Security Deposit shall be deemed to

     be applied first to the payment of Monthly Base Rent, Additional Rent

     and all other sums payable under this Lease to Landlord for all periods

     prior to the institution of such proceedings and the balance, if any,

     may be retained by Landlord and applied against Landlord's damages.

3.   USE.  The Premises shall be used only for THE PURPOSE OF GENERAL OFFICE,

     RECEIVING, STORAGE, SHIPPING, ASSEMBLY, LIGHT MANUFACTURING, AND SELLING

     (OTHER THAN RETAIL) PRODUCTS, YYY AND MERCHANDISE MADE AND/OR

     DISTRIBUTED BY TENANT AND FOR SUCH OTHER LAWFUL PURPOSES AS MAY BE

     INCIDENTAL THERETO and for no other purpose whatsoever without Landlord's

     prior written consent. Outside storage, including, without limitation,

     trucks and other vehicles, is prohibited without Landlord's prior

     written consent. Tenant shall at its own cost and expense obtain and

     maintain any and all licenses, permits, and other approval necessary or

     appropriate for its use, occupation or operation of the Premises.

     Tenant's inability to obtain or maintain any such license, permit or

     approval necessary or appropriate for its use, occupation or operation

     of the Premises shall not relieve it of its obligations under this

     Lease, including the obligation to pay Base Rent and additional rent.

     Tenant shall comply with all governmental laws, ordinances, rules and

     regulations applicable to the use and condition of the Premises, and

     shall promptly comply with all governmental orders and directives

     including, but not limited to, those regarding the correction,

     prevention and abatement of nuisances in or upon, or connected with, the

     Premises, all at Tenant's sole expense. Without limiting the generality

     of the foregoing, Tenant shall comply with the requirements of the

     Americans with Disabilities Act and all other laws, regulations, orders,

     codes, ordinances and governmental laws pertaining to the Premises and

     Tenant's use thereof at Tenant's sole cost and expense. Tenant shall not

     commit or allow to be committed or exist: (a) any waste upon the

     Premises, (b) any public or private nuisance, (c) any objectionable or

     unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from

     the Premises, or (d) any act or condition which disturbs the quiet

     enjoyment of any other tenant in the Building, violates any of

     Landlord's contracts affecting any or all of the land or Building,

     creates or contributes to any work stoppage, strike, picketing, labor

     disruption or dispute, interferes in any way with the business of

     Landlord or any other tenant in the Building or with the rights or

     privileges of any contractors, subcontractors, licensees, agents,

     concessionaires, subtenants, servants, employees, customers, guests,

     invitees or visitors or any other persons lawfully in and upon the land

     or Building, or causes any impairment or reduction of the good will or

     reputation of the land or Building. In addition to any other remedies

     Landlord may have for a breach by Tenant of the terms of this Paragraph

     3, Landlord shall have the right to have Tenant evicted from the

     Premises. Without Landlord's prior written consent, Tenant shall not

     receive, store or otherwise handle any product, material or merchandise

     which is explosive, highly inflammable, hazardous or a pollutant.

     Tenant will not permit the Premises to be used for any purpose or in any

     manner (including, without limitation, any method of storage) which

     would render the insurance thereon void or the insurance risk more

     hazardous or cause the State Board of Insurance or other insurance

     authority to disallow any sprinkler credits. In the event Tenant's use of

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     Premises shall result in an increase in insurance premiums, Tenant shall

     be solely responsible for such increase.

4.   TAXES AND OTHER CHARGES.

     A.  Tenant agrees to pay its proportionate share of any and all real and

     personal property taxes, regular and special assessments (including, but

     not limited to, local improvement district assessments to finance the

     costs of streets, sewers, traffic lights and other utilities), license

     fees and other charges of any kind and nature whatsoever, payable as a

     result of any public or quasi-public authority, private party, or

     owner's association levy, assessment or imposition against, or arising

     out of Landlord's ownership of or interest in, the Project, together

     with the building and the grounds, parking areas, driveways, roads, and

     alleys around the building in which the Premises are located, or any

     part thereof (hereinafter collectively referred to as the "Charges").

     During each month of the Lease Term, Tenant shall make a monthly es......

     deposit with Landlord (the "Es...... Payment") equal to 1/12 of its

     proportionate share of the Charges which Landlord estimates will be due

     and payable for that particular calendar year. Tenant authorizes

     Landlord to use the funds deposited by Tenant with Landlord under this

     Paragraph 4 to pay the Charges. Each Es...... Payment shall be due and

     payable, as additional rent, at the same time and in the same manner as

     the payment of Monthly Base Rent as provided herein. The amount of the

     initial monthly Es...... Payment will be specified in the Base Lease

     Information. The initial Es...... Payment is based upon Tenant's

     proportionate share of the estimated Charges for the year in question,

     and the monthly Es...... Payment is subject to increase or decrease as

     determined by Landlord to reflect an accurate es...... of Tenant's

     estimated proportionate share of the Charges. The Es...... Payment account

     of Tenant shall be reconciled annually. If the Tenant's total Es......

     Payments are less than Tenant's actual proportionate share of the

     Charges, Tenant shall pay to Landlord upon demand the difference; if the

     Tenant's total Es...... Payments are more than Tenant's actual

     proportionate share of the Charges, Landlord shall retain such excess

     and credit it to Tenant's Es...... Payment account for the successive

     year's Charges. Tenant's proportionate share of the Charges shall be

     computed by ......plying the Charges by a fraction, the numerator of

     which shall be the number of gross leasable square feet of floor space

     in the Premises and the denominator of which shall be the total

     applicable gross leasable square footage or such other equitable

     apportionment as Landlord may adopt.

     B.  If Tenant should fail to pay any Es...... Payments, taxes,

     assessments, licensee fees or other charges required to be paid by

     Tenant hereunder, in addition to any other remedies provided herein,

     Landlord may, if it so elects, pay such Es...... Payments or taxes,

     assessments, license fees and other charges. Any sums so paid by

     Landlord shall be deemed to be additional rental owing by Tenant to

     Landlord and due and payable upon demand as additional rental together

     with interest at the rate of eighteen percent (18%) per annum from the

     date of payment by Landlord until repaid by Tenant.

     C.  (1)  If at any time during the Lease Term, the present method of

     taxation shall be changed so that in lieu of the whole or any part of

     any taxes, assessments, fees or charges levied, assessed or imposed on

     real estate and the improvements thereon, there shall be levied,

     assessed or imposed on Landlord a capital levy or other tax directly on

     the rents received therefrom and/or a franchise tax, assessment, levy or

     charge measured by or based, in whole or in part, upon such rents or the

     present or any future building or buildings, then all such taxes,

     assessments, fees or charges, or the part thereof so measured or based,

     shall be deemed to be included within the term "Charges" for the

     purposes of this Lease.

         (2)  Tenant may, at its sole cost and expense, in its own name,

     dispute and contest any Charges by appropriate proceedings diligently

     conducted in good faith, but only after Tenant in such contest has

     deposited with Landlord the amount so contested and unpaid, which shall

     be held by Landlord without obligation for interest until the

     termination of the proceedings, at which time the amount(s) deposited

     shall be applied by Landlord toward the payment of the items held valid

     (plus any court costs, interest, penalties and other liabilities

     associated with the proceedings), and Tenant's share of any excess shall

     be returned to Tenant. Tenant further agrees to pay to Landlord upon

     demand all court costs, interest, penalties and other liabilities

     relating to such proceedings. Tenant agrees to indemnity, protect,

     defend and hold harmless the Indemnified Parties (as defined below) from

     and against any claims, liabilities, costs, damages or expenses

     (including attorneys' fees) in connection with any such proceedings.

         (3)  Any payment to be made pursuant to this Paragraph 4 with

     respect to the calendar year in which this Lease commences or terminates

     shall bear the same ratio to the

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     payment which would be required to be made for the full calendar year as

     that part of such calendar year covered by the Lease Term bears to a

     full calendar year.

     D.  Tenant shall be liable for all taxes levied against personal

     property and trade fixtures placed by Tenant in the Premises. If any

     such taxes are levied against Landlord or Landlord's property and if

     Landlord elects to pay the same or if the assessed value of Landlord's

     property is increased by inclusion of personal property and trade

     fixtures placed by Tenant in the Premises and Landlord elects to pay

     the taxes based on such increase, Tenant shall pay to Landlord upon

     demand that part of such taxes for which Tenant is primarily liable

     hereunder.

5.   TENANT'S MAINTENANCE.

     A.  Tenant shall at its own cost and expense keep and maintain all parts

     of the Premises (except those for which Landlord is expressly

     responsible under the terms of this Lease) in good condition, promptly

     making all necessary or prudent repairs and replacements, including, but

     not limited to, windows, glass and plate glass, doors, any special

     office entry, interior walls and finish work, floor and floor covering,

     downspouts, gutters, heating and air conditioning systems, dock boards,

     truck doors, dock bumpers, paving, and plumbing work and fixtures.

     Tenant shall also perform termite and pest extermination, regularly

     remove trash and debris, keep the parking areas, driveways, alleys and

     the whole of the Premises in a clean and sanitary condition, replace

     light fixtures and bulbs and, in all other respects, maintain the

     Premises in good working order and condition. Tenant shall repair all

     wind damage to glass.

     B.  Tenant shall not damage any wall or disturb the integrity and

     support provided by any wall and shall, at its sole cost and expense,

     promptly repair any damage or injury to any wall caused by Tenant or its

     employees, agents, licensees or invitees.

     C.  Tenant and its employees, agents, licensees and invitees shall have

     the right to use the parking areas, if any, as may be designated by

     Landlord in writing, subject to such reasonable rules and regulations as

     Landlord may from time to time prescribe and subject to rights of

     ingress and egress of other tenants. Landlord shall not be responsible

     for enforcing any exclusive parking rights granted to against any third

     parties. If Tenant can be clearly identified as being responsible for

     obstructions or stoppage of a common sanitary sewage line, then Tenant

     shall pay the cost of repairing such sewage line, upon demand as

     additional rent.

     D.  Tenant shall, at its own cost and expense, enter into a regularly

     scheduled preventive maintenance/service contract with a maintenance

     contractor for servicing all heating and air conditioning systems and

     equipment within the Premises.

     E.  If Tenant fails to maintain or repair the Premises in accordance

     with this paragraph, then Landlord may, but shall not be required to,

     enter the Premises upon two (2) business days prior written notice to

     Tenant (or immediately without any notice in the case of an emergency)

     to perform such maintenance or repair at Tenant's sole cost and expense.

     Tenant shall pay to Landlord the cost of such maintenance or repair plus

     a fifteen percent (15%) administration fee within ten (10) business days

     of written demand from Landlord.

6.   LANDLORD'S REPAIRS.  After written notice from Tenant, Landlord shall

     use commercially reasonable efforts to make such repairs to the roof,

     exterior walls and foundations as Landlord deems necessary, and Tenant

     shall pay its proportionate share of the costs of such repairs as

     provided in Paragraph 7. Tenant shall repair and pay for any damage to

     such items to be maintained by Landlord caused by any act, omission or

     negligence of Tenant, or Tenant's employees, agents, licensees or

     invitees, or caused by Tenant's default hereunder. The term "walls" as

     used herein shall not include windows, glass or plate glass, doors,

     special store fronts or office entries. Tenant shall immediately give

     Landlord written notice of any defect or any need for repairs, after

     which Landlord shall have a reasonable opportunity and time to repair

     same or cure such defect. Landlord's liability with respect to any

     defects, repairs or maintenance for which Landlord is responsible under

     any of the provisions of this Lease shall be limited solely to the cost

     of such repairs or maintenance or the curing of such defect. In no event

     will Landlord be responsible for paying incidental or consequential

     damages resulting from Landlord's failure to cure such defects.

7.   MONTHLY COMMON AREA MAINTENANCE CHARGE.  Tenant agrees to pay, as an

     additional charge each month, its proportionate share of the cost of the

     operation, maintenance, improvement, repair and replacement of the

     "Common Area", which shall be defined from time to time by Landlord. The

     term Common Area may include any property not owned by Landlord which is

     located beyond the boundaries of the Project to the extent

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     Landlord is obliged to pay certain costs of operation and maintenance or

     to contribute to the cost of operation and maintenance. Common Area

     costs which may be incurred by Landlord at its discretion, may include,

     but shall not be limited to those costs incurred for lighting, water,

     sewage, trash removal, exterior painting, exterior window cleaning,

     sweeping, management, accounting, policing, inspecting, sewer lines,

     plumbing, paving, landscape maintenance, plant material replacement and

     other like charges, and Landlord's fee for supervision and

     administration of the items set forth in this Paragraph, currently at

     10%. The proportionate share to be paid by Tenant of the cost of

     operation, maintenance, improvement, repair and replacement of the

     Common Area shall be computed on the ratio that the gross leasable

     square footage of the Premises bears to the total applicable gross

     leasable square footage or such other equitable apportionment as

     Landlord may adopt. Landlord shall make monthly or other periodic

     charges based upon the estimated annual cost of operation and

     maintenance of the Common Area, payable in advance but subject to

     adjustment after the end of the year on the basis of the actual cost for

     such year. Any such periodic charges shall be due and payable upon

     delivery of notice thereof. The initial Common Area Maintenance Charge,

     subject to adjustment as provided herein, shall be due and payable, as

     additional rent, at the same time and in the same manner as the time and

     manner of the payment of Monthly Base Rent as provided herein. The

     amount of the initial monthly Common Area Maintenance Charge shall be as

     specified in the Basic Lease Information.

8.   ALTERATIONS.  Tenant shall not make any alterations, additions or

     improvements to the Premises (including, but not limited to, roof and

     wall penetrations or alterations, additions or improvements affecting

     building, mechanical or electrical systems or equipment) without the

     prior written consent of Landlord, which consent may be withheld in its

     sole discretion or may be conditioned on, among other things, proof of

     insurance coverage, payment and performance bonds, in forms, amounts

     and by companies acceptable to Landlord, and Landlord's review of

     Tenant's plans and specifications, Tenant's contractor and Tenant's

     building permit. Tenant may, without the consent of Landlord, but at its

     own cost and expense and in a good workmanlike manner erect such

     shelves, bins, machinery and trade fixtures as it may deem advisable,

     without altering the basic character of the building or improvements and

     without overloading or damaging such building or improvements, and in

     each case complying with all applicable governmental laws, ordinances,

     regulations and other requirements. All alterations, additions,

     improvements and partitions erected by Tenant shall be and remain the

     property of Tenant during the Term of this Lease and Tenant shall,

     unless Landlord otherwise elects as hereinafter provided, remove all

     alterations, additions, improvements and partitions erected by Tenant

     and restore the Premises to their original condition by the date of

     termination of this Lease or upon earlier vacating of the Premises;

     provided, however, that if Landlord so elects prior to termination of this

     Lease or upon earlier vacating of the Premises, such alterations,

     additions, improvements and partitions shall become the property of

     Landlord as of the date of termination of this Lease or upon earlier

     vacating of the Premises and shall be delivered up to the Landlord with

     the Premises. All shelves, bins, machinery and trade fixtures installed by

     Tenant may be removed by Tenant prior to the termination of this Lease if

     Tenant so elects, and shall be removed by the date of termination of this

     Lease or upon earlier vacating of the Premises if required by Landlord;

     upon any such removal Tenant shall restore the Premises to their original

     condition. All such removals and restoration shall be accomplished in good

     workmanlike manner so as not to damage the buildings and other

     improvements situated on the Premises. Landlord shall have the right at

     any time and from time to time to make changes or alterations to any

     portion of the Project other than the Premises and Landlord shall not be

     subject to any liability with respect to such alterations.

9.   SIGNS.  Tenant shall not install signs upon the Premises without

     Landlord's prior written approval, and any such signage shall be subject

     to any applicable governmental laws, ordinances, regulations and other

     requirements. Tenant shall remove all such signs by the expiration or

     sooner termination of this Lease. Such installations and removals shall

     be made in such a manner as to avoid injury or defacement of the

     building and other improvements, and Tenant shall repair any injury or

     defacement, including, without limitation, discoloration, caused by such

     installation and/or removal.

10.  INSPECTION/SURRENDER OF POSSESSION.

     A.  Landlord and Landlord's agents and representatives shall have the

     right to enter and inspect the Premises at any reasonable time during

     business hours, for the purpose of ascertaining the condition of the

     Premises or in order to make such repairs as may be required or permitted

     to be made by Landlord under the terms of this Lease or for any other

     lawful purpose. During the period that is six (6) months prior to the end

     of the Term hereof,

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     Landlord and Landlord's agents and representatives shall have the right

     to enter the Premises at any reasonable time during business hours for

     the purpose of showing the Premises and shall have the right to erect on

     the Premises a suitable sign indicating the Premises are available.

     B.   Tenant shall, at the expiration  or earlier termination of this

     Lease, surrender and deliver the Premises to Landlord in as good

     condition as when received by Tenant from Landlord or as later improved,

     reasonable use and wear excepted.

     C.   Tenant shall give written notice to Landlord at least thirty (30)

     days prior to vacating the Premises and shall arrange to meet with

     Landlord for a joint inspection of the Premises  prior to vacating. In

     the event of Tenants's failure to give such notice or arrange such joint

     inspection, Landlord's inspection at or after Tenant's vacating the

     Premises shall be conclusively deemed correct for purposes of

     determining Tenant's responsibility for restoring the Premises to the

     condition required hereunder.

11.  UTILITIES.  Landlord agrees to provide at its cost water, electricity

     and gas service connections into the Premises; but Tenant shall pay for

     all water, gas, heat, light, power, telephone, sewer, sprinkler charges

     and other utilities and services used on or from the Premises, together

     with any taxes, penalties, surcharges or the like pertaining thereto and

     any maintenance charges for utilities and shall furnish all electric

     light bulbs and tubes. If any such services are not separately metered

     to Tenant, Tenant shall pay a reasonable proportion as determinded by

     Landlord of all charges jointly metered with other Premises. Landlord

     shall not be liable for any loss, injury, damage to property, or other

     consequences caused by or resulting from any variation, interruption, or

     failure of utilities ore services in the Building due to any cause

     whatsoever. However, in the event of such variation, interruption or

     failure, Landlord shall use reasonable diligence to restore such service

     to a normal operating condition. No temporary interruption, variance, or

     failure of such services incident to the making or repairs, strike,

     extreme weather conditions, or the conditions or events beyond

     Landlord's reasonable control shall be deemed an eviction of Tenant or

     relieve Tenant from any of Tenant's obligations hereunder.

12.  ASSIGNMENT AND SUBLETTING.

     A.  Tenant shall not have the right, voluntarily or involuntarily, to

     assign, convey, transfer, mortgage or sublet the whole or any part of

     the Premises under this Lease without the prior written consent of

     Landlord. If Tenant is a partnership, corporation or limited liability

     company, the transfer, assignment, sale or other change in ownership

     interest in excess of 33% (in the aggregate) shall be deemed an

     assignment within the meaning of this Paragraph. In the event Tenant

     applies to Landlord for consent to assign, convey, transfer or sublet

     the Premises, Landlord may condition such consent on, among other

     things, the right to receive one-half of the profit, if any, which

     Tenant may realize on account of such assignment, conveyance, transfer

     or sublease of the Premises or any other condition. For purposes of this

     paragraph, "profit" shall mean any sum which the assignee, sublessee or

     transferee is required to pay, or which is credited to Tenant as rent in

     excess of the rents required to be paid by Tenant to Landlord under this

     Lease. Landlord also reserves the right to recapture the Premises or

     applicable portion thereof in lieu of responding to Tenant's transfer

     request by notice of Landlord's exercise of its recapture right given to

     Tenant within twenty (20) days after receipt of Tenant's written

     request for assignment or subletting. Such recapture shall terminate

     this Lease as to the applicable space effective on the prospective date

     of assignment or subletting, which shall be the last day of a calendar

     month and not earlier than sixty (60) days after receipt of Tenant's

     request hereunder. Nothing contained in this Lease shall prohibit

     Landlord from entering into a new lease with Tenant's proposed assignee

     or sublessee. In the event that Landlord shall not elect to recapture

     the Premises or the applicable portion thereof, Tenant shall pay

     Landlord a reasonable fee, not to exceed $500.00, to reimburse Landlord

     for processing costs incurred in connection with considering whether to

     consent to Tenant's sublease or assignment request, and shall also

     reimburse Landlord for Landlord's reasonable attorneys' fees.

     B.  Notwithstanding any permitted assignment or subletting, Tenant shall

     at all times remain directly, primarily and fully responsible and liable

     for the payment of the rent and all other charges under this Lease and

     for compliance with all of its other obligations under the terms,

     provisions and covenants of this Lease. Upon the occurrence of an "event

     of default" as hereinafter defined, if the Premises or any part thereof

     are then assigned or sublet, Landlord, in addition to any other remedies

     herein provided, or provided by law, may at its option collect directly

     from such assignee or subtenant all rents becoming due to Tenant under

     such assignment, transfer or sublease and apply such rent against any

     sums due to

<PAGE>

     Landlord from Tenant hereunder, and no such collection shall be

     construed to constitute a novation or a release of Tenant from the

     further performance of Tenant's obligations here under.

13.  INSURANCE, FIRE AND CASUALTY DAMAGE.

     A.  Landlord shall maintain casualty insurance covering the building of

     which the Premises are a part in an amount equal to the "replacement

     cost" thereof, insuring against the perils covered by the extended

     coverage policy and any other perils elected to be covered by the

     Landlord. Coverages and endorsements shall be as selected by the Landlord

     and such insurance shall be for the sole benefit of Landlord and all

     insurance proceeds shall remain under its sole control. Such insurance

     may be effectuated, in whole or in part, by a blanket policy covering

     the building in which the Premises are located and other buildings. In

     the event the insurance policy is subject to a deductible, Tenant shall

     be liable for and shall pay all or its proportionate share, as

     appropriate, of any deductible withheld from insurance proceeds or

     payables under the terms of the insurance policy procured by Landlord in

     the event of a claim or insured loss with respect to the building in

     which the Premises are located. Landlord may, in its discretion, require

     that Tenant, at its sole cost and expense, maintain on all of its

     personal property, tenant improvements and alterations in, or on about

     the Premises a policy of casualty insurance to the extent of the full

     replacement value without any deduction for depreciation.

     B.  Tenant shall pay its proportionate share of Landlord's costs of

     procuring and maintaining: (i) the insurance coverage described in

     Subparagraph 13A, (ii) liability insurance with respect to the Project

     and the operations thereon, and (iii) any other insurance coverage

     procured by Landlord and pertaining or relating to the Premises in any

     way. In the event any insurance coverage is on a blanket basis, the

     premium shall be equitably apportioned to the buildings and improvements

     located within the Project before determining Tenant's proportionate

     share. During each month of the term of this Lease, Tenant shall make a

     monthly es...... deposit with Landlord (the "Insurance Es...... Payment")

     equal to one-twelfth of its proportionate share of Landlord's cost of

     procuring and maintaining the insurance described in Subparagraphs 13A

     and 13B which will be due and payable for that particular year. Tenant

     authorizes Landlord to use the funds deposited by Tenant with Landlord

     under this paragraph to pay the cost of such insurance. Each Insurance

     Es...... Payment shall be due and payable, as additional rent, at the same

     time and manner of the payment of the Monthly Base Rent as provided

     herein. The initial monthly Insurance Es...... Payment is subject to

     increase or decrease as determined by Landlord to reflect an accurate

     monthly es...... of Tenant's estimated proportionate share of this

     insurance. The Insurance Es...... Payment account of Tenant shall be

     reconciled annually. If the Tenant's total Insurance Es...... Payments are

     less than Tenant's actual proportionate responsibility for such

     insurance, Tenant shall pay to Landlord upon demand the difference; if the

     total Insurance Es...... Payments of Tenant are more than Tenant's actual

     proportionate responsibility for such insurance, Landlord shall retain

     such excess and credit it to the next monthly payment payable by Tenant

     or if this Lease has expired, refund such excess to Tenant. Tenant's

     cost of insurance shall be computed by ......plying the cost of Insurance

     by a fraction, the numerator of which shall be the number of gross

     leasable square feet of floor space in the Premises and the denominator

     of which shall be the total applicable gross leasable square footage.

     The amount of the initial monthly Insurance Es...... Payment will be as

     specified in the Basic Lease Information.

     C.  Tenant shall, throughout the Lease Term, at its own expense, procure

     and maintain in full force and effect: (a) A policy of comprehensive

     general liability insurance, including a contractual liability

     endorsement covering Tenant's obligations under the paragraph captioned

     "Indemnification", insuring against claims of bodily injury and death

     or property damage or loss with a combined single limit at the

     Commencement Date of this Lease of not less than Three Million Dollars

     ($3,000,000.00), which limit shall be reasonably increased during the

     Lease Term at Landlord's request to reflect both increases in liability

     exposure arising from inflation as well as from changing use of the

     Premises or changing legal liability standards, which policy shall be

     payable on an "occurrence" rather than a "claim made" basis, and which

     policy names Landlord and manager and, at Landlord's request Landlord's

     mortgage lender(s) or investment advisors, as additional insureds;

     (b) A policy of extended property insurance (which is commonly called

     "at risk") covering Tenant Improvements, Tenant Alterations, and any

     and all furniture, fixtures, equipment, inventory, improvements and

     other property in or about the Premises which is not owned by Landlord,

     for one hundred percent (100%) of the then current replacement value of

     such property; and (c) Business interruption insurance in an amount

     sufficient to cover costs, damages, lost income, expenses, Base Rent,

     additional

<PAGE>

     rent and all other sums payable under this Lease, should any or all of

     the Premises not be usable for a period of up to twelve (12) months. All

     insurance policies required under this paragraph shall be with companies

     reasonably approved by Landlord authorized to do business in the State

     of ...... and each policy shall provide that it is not subject to

     cancellation or reduction in coverage except after thirty (30) days'

     written notice to Landlord. Tenant shall deliver to Landlord and, at

     Landlord's request Landlord's mortgage lender(s), prior to the

     Commencement Date and from time to time thereafter, certificates

     evidencing the existence and amounts of all such policies. If Tenant fails

     to acquire or maintain any insurance or provide any certificate required

     by this paragraph, Landlord may, but shall not be required to, obtain such

     insurance or certificates and the costs associated with obtaining such

     insurance or certificates shall be payable by Tenant to Landlord on

     demand. Such policies shall be primary insurance (and not "excess over"

     or contributory with any other valid, existing and applicable insurance

     in force for or on behalf of Landlord) and such policies shall not

     eliminate cross-liability and shall contain a severability of interest

     clause. Certified copies of such policies, together with receipt

     evidencing payment of premiums therefor, shall be delivered to Landlord

     prior to the commencement date of this Lease. Not less than fifteen (15)

     days prior to the expiration date of any such policies, certified copies

     of the renewals thereof (bearing notations evidencing the payment of

     renewal premiums) shall be delivered to Landlord.

     D.  If the building of which the Premises are a part should be damaged

     or destroyed by fire, tornado or other casualty, Tenant shall give

     immediate written notice thereof to Landlord.

     E.  If the building of which the Premises are a part should be totally

     destroyed by fire, tornado or other casualty, or if it should be so

     damaged thereby that rebuilding or repairs cannot in Landlord's

     estimation be completed within two hundred (200) days after the date

     upon which Landlord is notified by Tenant of such damage, this Lease

     shall, at the option of Landlord, terminate and the rent shall be abated

     during the unexpired portion of this Lease, effective upon the date of

     the occurrence of such damage. Landlord shall give notice to Tenant in

     writing of its determination to terminate this Lease within ninety (90)

     days following the date of the occurrence of such damage.

     F.  If the building of which the Premises are a part should be damaged

     only to such extent that rebuilding or repairs can in Landlord's

     estimation be completed within two hundred (200) days after the date

     upon which Landlord is notified by tenant of such damage, this Lease

     shall not terminate, and Landlord shall at its sole cost and expense

     (but only to the extent of insurance proceeds received by Landlord)

     thereupon proceed with reasonable diligence to rebuild and repair such

     building to substantially the condition in which it existed prior to

     such damage, except that Landlord shall not be required to rebuild,

     repair or replace any part of the partition, fixtures, additions, and

     other improvements which may have been placed in, or about the Premises

     by Tenant. If the Premises are untenantable in whole or in part

     following such damage, the rent payable hereunder during the period in

     which they are untenantable shall be reduced to such extent the Premises

     are unusable.

     G.  Notwithstanding anything herein to the contrary, in the event the

     holder of any indebtedness secured by a mortgage or deed of trust

     covering the Premises requires that the insurance proceeds be applied to

     such indebtedness, the Landlord shall have the right to terminate this

     Lease by delivering written notice of termination to Tenant within

     fifteen (15) days after such requirement is made by any such holder,

     whereupon all rights and obligations hereunder shall cease and

     terminate, except that Tenant shall remain liable to Landlord for the

     payment of any rents or other charges already accrued.

     H.  Each of Landlord and Tenant hereby releases the other from any loss

     or damage to property caused by fire or any other perils insured through

     or under them by way of subrogation or otherwise for any loss or damage

     to property caused by fire or any other perils insured in policies of

     insurance covering such property, even if such loss or damage shall have

     been caused by the fault or negligence of the other party, or anyone for

     whom such party may be responsible; provided, however, that this release

     shall be applicable and in force and effect only with respect to loss or

     damage occurring during such times as the releaser's policies shall

     contain a clause or endorsement to the effect that any such release

     shall not adversely affect or impair said policies or prejudice the

     right of the releaser to recover there under and then only to the extent

     of the insurance proceeds payable under such policies. Each of the

     Landlord and Tenant agrees that it will request its insurance carriers

     to include in its policies such a clause or endorsement. If extra cost

     shall be charged therefor, each party shall advise the other thereof and

     of the amount of the extra cost, and the other party, at its election,

     may pay the same, but shall not be obligated to do so.

<PAGE>

14.  LIABILITY.  Landlord shall not be liable to Tenant or Tenant's

     employees, agents, servants, guests, invitees, incensees, or

     visitors, or to any other person whomsoever, for any injury to person or

     damage to property on or about the Premises, resulting from and/or

     caused in part or whole by the act, omission, negligence or misconduct

     of Tenant, its employees, agents, servants, guests, invitees, licenses,

     or visitors, or of any other person entering upon the Premises, or

     caused by the building and improvements located on the premises becoming

     out of repair, or caused by leakage of gas, oil, water or steam or by

     electricity emanating from the Premises, or due to any cause whatsoever,

     and Tenant hereby covenants and agrees that it will at all times

     indemnify, protect, defend and hold safe and harmless the property, the

     Landlord (including, without limitation, the trustee and beneficiaries

     if Landlord is a trust), Landlord's employees, agents, servants, guests,

     invitees, licensees and visitors (collectively, the "indemnified

     parties") from any loss, liability, claims, suits, costs, expenses,

     including, without limitation, attorneys' fees, and damages, both real

     and alleged, arising out of: (a) the use or occupancy of the Premises,

     (b) any failure of Tenant to comply with the terms of this Lease, and

     (c) the acts of omissions or Tenant and its employees, agents, servants,

     guests, invitees, licensees and visitors; except injury to person or

     damage to property the sale cause of which is the gross negligence of

     Landlord. In no event shall the Indemnified Parties be liable for

     consequential damages. If and to the extent that Tenant is obligated to

     indemnify, defend or hold harmless Landlord and Landlord's agents from any

     claims arising from its use of the Premises or any act or failure to act

     by Tenant or Tenant's Agents or otherwise, Tenant expressly waives, to and

     in favor of Landlord and Landlord's agents, its statutory

     workers compensation act ......s immunity relative to any injury to an

     employee or employees of Tenant.

15.  CONDEMNATION.

     A.  If the whole or any substantial part of the Premises should be taken

     for any public or quasi-public use under governmental law, ordinance or

     regulation, or by right of eminent domain, or by private purchase in

     lieu thereof and the taking would prevent or materially interfere with

     the use of the Premises for the purpose for which they are being used as

     determined by Landlord, this Lease shall terminate and the rent shall be

     abated during the unexpired portion of this Lease, effective when the

     physical taking of said Premises shall occur.

     B.  If part of the premises shall be taken for any public or

     quasi-public use under any governmental law, ordinance or regulation, or

     by right of eminent domain, or by private purchase in lieu thereof, and

     this Lease is not terminated as provided in Subparagraph 15(A), this

     Lease shall not terminate but the rent payable hereunder during the

     unexpired portion of this Lease shall be reduced to such extent as the

     premises are not useable.

     C.  In the event of any such taking or private purchase in lieu thereof,

     Landlord shall be entitled to receive the entire award, Tenant shall be

     entitled to make a claim for a separate award for Tenant's relocation

     expenses in any condemnation proceedings so long as Tenant's claim does

     not reduce the amount of Landlord's award.

16.  HOLDING OVER.  Tenant will, at the termination of this Lease by lapse of

     time of otherwise, yield up immediate possession to Landlord.  If

     Landlord agrees in writing that Tenant may hold over after the

     expiration or termination of this Lease, unless the parties hereto

     otherwise agree in writing on the terms of such holding over, the hold

     over tenancy shall be subject to termination by Landlord at any time

     upon not less than five (5) days advance written notice, or by Tenant at

     any time upon not less than thirty (30) days advance written notice, and

     all of the other terms and provisions of this Lease shall be applicable

     during that period, except that Tenant shall pay Landlord from time to

     time upon demand, as rental for the period of any hold over, an amount

     equal to one and one-half (1-1/2) the Monthly Base Rent in effect on the

     termination date, plus all additional rental as defined herein, computed

     on a daily basis for each day of the hold over period.  No holding over

     by Tenant, whether with or without consent of Landlord, shall operate to

     extend this Lease except as otherwise expressly provided.  The preceding

     provision of this Paragraph 16 shall not be construed as Landlord's

     consent for Tenant to hold over.

17.  QUIET ENJOYMENT.  In the event this Lease is a sublease, then Tenant

     agrees to take the Premises subject to the provisions of the prior

     leases.  Landlord covenants that Tenant, upon paying the rental herein

     set forth and performing its other covenants and agreements herein set

     forth, shall peaceably and quietly have, hold and enjoy the Premises for

     the term hereof without hindrance from Landlord, subject to the terms

     and provisions of this Lease.

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                                                        ILLEGIBLE   ILLEGIBLE

                                                        ---------   ---------

                                                          Tenant    Landlord

<PAGE>

18.  EVENTS OF DEFAULT.  The following events shall be deemed to be events of

     default by Tenant under this Lease:

     A.  Tenant shall fail to pay any installment of the rent herein reserved

     when due, or any payment with respect to taxes hereunder when due, or

     any other payment or reimbursement to Landlord required herein when due,

     and such failure shall continue for a period of five (5) days from the

     date such payment was due.

     B.  Insolvency of Tenant; an assignment by Tenant for the benefit or

     creditors; the filing by Tenant of a voluntary petition in bankruptcy;

     an adjudication that Tenant is bankrupt or the appointment of a receiver

     of the properties of Tenant; the filing of an involuntary petition of

     bankruptcy and failure of Tenant to secure a dismissal of the petition

     within thirty (30) days after filing; attachment of or the levying of

     execution on the leasehold interest and failure of Tenant to secure

     discharge of the attachment or release of the levy of execution within

     ten (10) days.  If Tenant consists of two or more individuals or

     business entities, the events of default specified in this Paragraph 18

     shall apply to each individual unless within ten (10) days after the

     event of default occurs, the remaining individuals produce evidence

     satisfactory to Landlord that they have unconditionally acquired the

     interest of the one causing the default.  If this Lease has been

     assigned, the events of default so specified shall apply only with

     respect to the one then exercising the rights of Tenant under this Lease.

     C.  Tenant shall vacate or abandon any substantial portion of the

     Premises.  Failure of Tenant for ten (10) days or more to occupy the

     Premises for one or more of the purposes permitted under this Lease,

     unless such failure is excused under other provisions of this Lease,

     shall be an abandonment of the property.

     D.  If any information furnished by or on behalf of Tenant to Landlord

     in connection with the entry of this Lease is determined to have been

     materially false, misleading or incomplete when made.

     E.  Tenant shall fail to comply with any term, provision, condition or

     covenant of this Lease (other than the foregoing in this Paragraph 18),

     and shall not cure such failure within twenty (20) days after written

     notice thereof to Tenant.  If the default is of such a nature that it

     cannot be completely remedied within the 20-day period, this provision

     shall be complied with if Tenant begins correction of the default

     within the 20-day period and thereafter proceeds with reasonable

     diligence and in good faith to effect the remedy as soon as practicable.

     Landlord shall not be required to give such written notice more than

     once during any single twelve (12) month period for the failure to

     perform the same covenant and upon the second failure, Landlord may, at

     this option, deem such failure as an automatic event of default, without

     notice to Tenant.

19.  REMEDIES.  Upon the occurrence of any such events of default described

     in Paragraph 18 hereof, Landlord shall have the option to pursue any one

     or more of the following remedies without any notice or demand whatsoever.

     A.  Landlord may accelerate all rent payments due hereunder, the present

     value of which shall then become immediately due and payable.

     B.  Terminate this Lease, in which event Tenant shall immediately

     surrender the Premises to Landlord, and if Tenant fails so to do,

     Landlord may, without prejudice to any other remedy which it may have

     for possession or rearranges in rent, enter upon and take possession of

     the Premises and expel or remove Tenant and any other person who may be

     occupying such Premises or any part thereof, by force if necessary,

     without being liable for prosecution or any claim of damages therefor,

     and Tenant shall pay to Landlord on demand the amount of all-loss and

     damage which Landlord may suffer by reason of such termination, whether

     through inability to relet the Premises on satisfactory terms or

     otherwise.  Landlord's right to any and all damages shall survive

     termination of the lease.

     C.  Enter upon and take possession of the Premises and expel or remove

     Tenant and any other person who may be occupying such Premises or any

     part thereof, by force if necessary, without being liable for prosecution

     or any claim for damages therefor, and relet the Premises for such terms

     ending before, on or after the expiration date of the Lease Term, at such

     rentals and upon such other conditions (including concessions and prior

     occupancy periods) as Landlord in its sole discretion may determine, and

     receive the rental therefor; and Tenant agrees to pay to the Landlord on

     demand any deficiency that may arise by reason of such reletting

     together with all costs incurred by Landlord in connection with such

     reletting.  Landlord shall have no obligation to relet the Premises or

     any part thereof in advance of any

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                                                        ILLEGIBLE   ILLEGIBLE

                                                        ---------   ---------

                                                          Tenant    Landlord

<PAGE>

     other available space controlled by Landlord and shall not be liable

     refusal or failure to relet or in the event of reletting for refusal or

     failure to collect any rent due upon such reletting.  In the event

     Landlord is successful in reletting the Premises at a rental in excess

     of that agreed to be paid by Tenant pursuant to the terms of this Lease,

     Landlord and Tenant each mutually agree that Tenant shall not be

     entitled, under any circumstances, to such excess rental, and Tenant

     does hereby specifically waive any claim to such excess rental.

     D.  Enter upon the Premises, by force if necessary, without being liable

     for prosecution or any claim for damages therefor, and do whatever

     Tenant is obligated to do under the terms of this Lease; and Tenant

     agrees to reimburse Landlord on demand for any expenses which Landlord

     may incur in thus effecting compliance with Tenant's obligations under

     this Lease, and Tenant further agrees that Landlord shall not be liable

     for any damages resulting to the Tenant from such action, whether cause

     by the negligence of Landlord or otherwise.

     E.  Whether or not Landlord retakes possession or relets the Premises,

     Landlord shall have the right to recover unpaid rent and all damages

     caused by Tenant's default, including attorney's fees.  Damage shall

     include, without limitation: all rentals lost; all legal expenses and

     other related costs incurred by Landlord following Tenant's default; all

     costs incurred by Landlord in restoring the Premises for reletting; all

     costs, including, without limitation, any brokerage commissions; and the

     value of Landlord's time; plus interest thereon at the rate of eighteen

     percent (18%) per annum from date of expenditure until fully repaid.

     F.  In the event Tenant fails to pay any installment of rent, additional

     rent or other charges hereunder as and when such installment is due, to

     help defray the additional cost to Landlord for processing such late

     payments Tenant shall pay to Landlord on demand a late charge in an

     amount equal to five percent (5%) of such installment.  The provision

     for such late charge shall be in addition to all of Landlord's other

     rights and remedies hereunder or at law and shall not be construed as

     liquidated damages or as limiting Landlord's remedies in any manner.

     The parties agree that such late charge is a reasonable amount to defray

     Landlord's costs arising out of Tenant's late payment.

     G.  Landlord may sue periodically to recover damages during the period

     corresponding to the remainder of the Lease Term, and no action for

     damages shall bar a later action for damages subsequently occurring.

     H.  Pursuit of any of the foregoing remedies shall not preclude pursuit

     of any of the other remedies herein provided or any other remedies

     provided by law, such remedies being cumulative and nonexclusive, nor

     shall pursuit of any remedy herein provided constitute a forfeiture or

     waiver of any rent due to Landlord hereunder or of any damages accruing

     to Landlord by reason of the violation of any of the terms, provisions,

     conditions, and covenants herein contained.  No act or thing done by

     Landlord or its agents shall be deemed a termination of this Lease or an

     acceptance of the surrender of the Premises, and no agreement to

     terminate this Lease or accept a surrender of the Premises shall be

     valid unless in writing signed by Landlord.  No waiver by Landlord of

     any violation or breach of any of the terms, provisions and covenants

     herein contained shall be deemed or construed to constitute a waiver of

     any other violation or breach of any of the terms, provision,

     conditions, and covenants herein contained.  Landlord's acceptance of

     the payments of rental or other payments hereunder after the occurrence

     of an event of default shall not be construed as a waiver of such

     default, unless Landlord so notifies Tenant in writing.  Forbearance by

     Landlord to enforce one or more of the remedies herein provided upon an

     event of default shall not be deemed or construed to constitute a waiver

     of such default or of Landlord's right to enforce any such remedies with

     respect to such default or any subsequent default.

20.  ATTORNEY'S FEES.  In the event it becomes necessary for either party to

     enforce any rights incident to this Lease, in a court of law or equity,

     the prevailing party shall be entitled to recover reasonable attorney's

     fees (including those on appeal) in additional to damages or other

     appropriate relief.  If Landlord places any amounts owing under this

     Lease in the hands of an attorney or other party for collection or

     enforcement of the covenants contained herein, as a consequence of a

     default, as defined herein, the party in default agrees to pay

     reasonable fees and expenses so incurred, even though no suit or action

     is instituted.

21.  LANDLORD'S LIEN.  In addition to any statutory lien for rent in

     Landlord's favor, Landlord shall have and Tenant hereby grants to

     Landlord a continuing security interest for all rentals and other sums

     of money becoming due hereunder from Tenant, upon all goods, wares,

     equipment, fixtures, furniture, inventory, accounts, contract rights,

     chattel paper and other personal property of Tenant situated on the

     Premises, and such property shall not be removed

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                                                        ILLEGIBLE   ILLEGIBLE

                                                        ---------   ---------

                                                          Tenant    Landlord

<PAGE>

     therefrom without the consent of Landlord until all arrearages in rent

     as well as any and all other sums of money then due to Landlord

     hereunder shall first have been paid and discharged. In the event of a

     default under this Lease, Landlord shall have, in addition to any other

     remedies provided herein or by law, all rights and remedies under the

     Uniform Commercial Code or other applicable law, including, without

     limitation, the right to sell the property described in this Paragraph

     21 at public or private sale. Tenant hereby agrees to execute such

     financing statements and other instruments necessary or desirable in

     Landlord's discretion to perfect the security interest hereby created.

     Any statutory lien for rent is not hereby waived, the express contractual

     lien herein granted being in addition and supplementary thereto.

22.  MORTGAGES.  Tenant accepts  this Lease subject and subordinate to any

     mortgage(s) and/or deed(s) of trust now or at any time  hereafter

     constituting a lien or charge upon the Premises or the improvements

     situated thereon; provided, however, that if the mortgagee, trustee, or

     holder of any such mortgage or deed of trust elects to have Tenant's

     interest in this Lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee or holder, this Lease shall be alerted.