In consideration of the mutual covenants and agreements herein stated,

Lessor hereby leases to Lessee and Lessee hereby leases from Lessor solely for

the above purpose the premises designated above (the "Premises"), together with

the appurtenances thereto, for the above Term.



                         LEASE COVENANTS AND AGREEMENTS



         1.      RENT.  Lessee shall pay Lessor or Lessor's agent as rent for

the Premises the sum stated above, monthly in advance, until termination of

this lease, at Lessor's address stated above or such other address as Lessor

may designate in writing.



         2.      WATER, GAS AND ELECTRIC CHARGES.  Lessee will pay, in addition

to the rent above specified, all water rents, gas and electric light and power

bills taxed, levied or charged on the Premises, for and during the time for

which this lease is granted, and in case said

{PAGE}   2

water rents and bills for gas, electric light and power shall not be paid when

due, Lessor shall have the right to pay the same, which amounts so paid,

together with any sums paid by Lessor to keep the Premises in a clean and

health condition, as herein specified, are declared to be so much additional

rent and payable with the installment of rent next due thereafter.



         3.      SUBLETTING; ASSIGNMENT.  The Premises shall not be sublet in

whole or in part to any person other than Lessee, and Lessee shall not assign

this lease without, in each case, the consent in writing of Lessor first had

and obtained; nor permit to take place by any act or default of himself or any

person within his control any transfer by operation of law of Lessee's interest

created hereby; nor offer for lease or sublease the Premises, nor any portion

thereof, by placing notices or signs of "To Let," or any other similar sign or

notice in any place, nor by advertising the same in any newspaper or place or

manner whatsoever without, in each case, the consent in writing of Lessor first

had and obtained.  If Lessee, or any one or more of the Lessees, if there be

more than one, shall make an assignment for the benefit of creditors, or shall

be adjudged a bankrupt, Lessor may terminate this lease, and in such event

Lessee shall at once pay Lessor a sum of money equal to the entire amount of

rent reserved by this lease for the then unexpired portion of the term hereby

created, as liquidated damages.



         4.      LESSEE NOT TO MISUSE.  Lessee will not permit any unlawful or

immoral practice, with or without his knowledge or consent, to be committed or

carried on in the Premises by himself or by any other person.  Lessee will not

allow the Premises to be used for any purpose that will increase the rate of

insurance thereon, nor for any purpose other than that hereinbefore specified.

Lessee will not keep or use or permit to be kept or used in or on the Premises

or any place contiguous thereto any flammable fluids or explosives, without the

written permission of Lessor first had and obtained.  Lessee will not load

floors beyond the floor load rating prescribed by applicable municipal

ordinances.  Lessee will not use or allow the use of the Premises for any

purpose whatsoever that will injure the reputation of the Premises or of the

building of which they are a part.



         5.      CONDITION ON POSSESSION.  Lessee has examined and knows the

condition of the Premises and has received the same in good order and repair,

and acknowledges that no representations as to the condition and repair

thereof, and no agreements or promises to decorate, alter, repair or improve

the Premises, have been made by Lessor or his agent prior to or at the

execution of this lease that are not herein expressed.



         6.      REPAIRS AND MAINTENANCE.  Lessee shall keep the Premises and

appurtenances thereto in a clean, sightly and healthy condition, and in good

repair, all according to the statutes and ordinances in such cases made and

provided, and the directions of public officers thereunto duly authorized, all

at his own expense, and shall yield the same back to Lessor upon the

termination of this lease, whether such termination shall occur by expiration

of the term, or in any other manner whatsoever, in the same condition of

cleanliness, repair and sightliness as at the date of the execution hereof,

loss by fire and reasonable wear and tear excepted.  Lessee shall make all

necessary repairs and renewals upon Premises and replace broken globes, glass

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