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.
 
 
 1
<PAGE>
 
 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
 
 
 2
<PAGE>
 
 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
 
 
 3
<PAGE>
 
 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
 
 
 4
 
<PAGE>
 
 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
 
 
 5
 
<PAGE>
 
 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,
 
 
 6
 
<PAGE>
 
 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
 
 
 
  7
 
<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
 
 
 
 8
 
<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.
 
 
 
 9
 
 
<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.
 
 
 Please Initial
 ---------------------
 ILLEGIBLE ILLEGIBLE
 --------- ---------
  Tenant Landlord
 
 10
 
<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
 
 
 Please Initial
 ---------------------
 ILLEGIBLE ILLEGIBLE
 --------- ---------
 Tenant Landlord
 
 
 11
 
<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
 
 
 Please Initial
 ---------------------
 ILLEGIBLE ILLEGIBLE
  --------- ---------
 Tenant Landlord
 
 12
 
<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.