EXHIBIT 10.19


The transactions contemplated in this Lease Agreement have been
made possible by the following banks, acting in the capacities 
indicated:

Banque Nationale de Paris,             ABN Amro Bank N.V.,
as Administrative/Documentation        as Syndication Agent and
Agent and Arranger                     Co-Arranger








				 $86,000,000

			       LEASE AGREEMENT


				   BETWEEN


			   BNP LEASING CORPORATION, 

				 AS LANDLORD

				     AND

			      3COM CORPORATION,

				  AS TENANT



			EFFECTIVE AS OF JULY 29, 1997

			     (Marlborough Site)
	



This Lease Agreement amends, restates and replaces the Lease Agreement
between the Landlord and Tenant dated January 21, 1997, covering the Land
(as described in Exhibit A attached hereto).





			     TABLE OF CONTENTS

1.      Definitions       
	(a)     Active Negligence         
	(b)     Additional Rent   
	(c)     Administrative Fee        
	(d)     Advance Date      
	(e)     Affiliate         
	(f)     Applicable Laws   
	(g)     Applicable Purchaser      
	(h)     Approved Participants     
	(i)     Attorneys' Fees   
	(j)     Base Rent         
	(k)     Base Rent Date    
	(l)     Breakage Costs    
	(m)     Business Day      
	(n)     Capital Adequacy Charges          
	(o)     Carrying Costs    
	(p)     Carrying Costs Accrual Termination Date      
	(q)     Cash Collateral   
	(r)     Certificate of Deposit Collateral Percentage        
	(s)     Closing Costs     
	(t)     Change of Control Event   
	(u)     Code      
	(v)     Collateral        
	(w)     Commitment Fee    
	(x)     Completion Deadline       
	(y)     Completion Notice         
	(z)     Construction Advances     
	(aa)    Construction Allowance    
	(ab)    Construction Documents    
	(ac)    Construction Periods      
	(ac)    Custodial Agreement       
	(ad)    Debt      
	(ae)    Default   
	(af)    Default Rate      
	(ag)    Defaulting Participant    
	(ah)    Designated Improvements   
	(ai)    Designated Sale Date      
	(aj)    Effective Rate    
	(ak)    Environmental Indemnity   
	(al)    Environmental Laws        
	(am)    Environmental Losses      
	(an)    Environmental Report      
	(ao)    ERISA     
	(ap)    ERISA Affiliate   
	(aq)    ERISA Termination Event   
	(ar)    Escrowed Proceeds         
	(as)    Eurocurrency Liabilities         
	(at)    Eurodollar Rate Reserve Percentage       
	(au)    Event of Default         
	(av)    Excluded Taxes   
	(aw)    Fair Market Value        
	(ax)    Fed Funds Rate   
	(ay)    Funding Advances         
	(az)    GAAP     
	(ba)    Hazardous Substance      
	(bb)    Hazardous Substance Activity     
	(bc)    Impositions      
	(bd)    Improvements     
	(be)    Indemnified Party        
	(bf)    Initial Investment       
	(bg)    Landlord's Parent        
	(bh)    Last Advance Date        
	(bi)    LIBOR    
	(bj)    LIBOR Period Election    
	(bk)    Lien     
	(bl)    Losses   
	(bm)    Maximum Construction Allowance   
	(bn)    Notice of Last Advance   
	(bo)    Ordinary Negligence      
	(bp)    Outstanding Construction Allowance       
	(bq)    Participant      
	(br)    Participation Agreement  
	(bs)    Period   
	(bt)    Permitted Encumbrances   
	(bu)    Permitted Hazardous Substance Use        
	(bv)    Permitted Hazardous Substances   
	(bw)    Permitted Transfer       
	(bx)    Person   
	(by)    Plan     
	(bz)    Pledge Agreement         
	(ca)    Prime Rate       
	(cb)    Purchase Agreement       
	(cc)    Purchase Documents       
	(cd)    Purchase Price   
	(ce)    Qualified Payments       
	(cf)    Qualifying Security Interest     
	(cg)    Remaining Proceeds       
	(ch)    Rent     
	(ci)    Responsible Financial Officer    
	(cj)    Scope Change     
	(ck)    Securities Collateral    
	(cl)    Securities Collateral Percentage         
	(cm)    Spread   
	(cn)    Stipulated Loss Value    
	(co)    Subsidiary       
	(cp)    Tenant's Knowledge       
	(cq)    Term     
	(cr)    Unfunded Benefit Liabilities     
	(cs)    Upfront Fee      
	(ct)    Voluntary Minimum Pledge Commitment
	(cu)    Other Terms and References       

2.      Term     

3.      Rental   
	(a)     Base Rent        
	(b)     Upfront Fee      
	(c)     Commitment Fees  
	(d)     Administrative Agency Fees       
	(e)     Additional Rent  
	(f)     Interest and Order of Application        
	(g)     Net Lease        
	(h)     No Demand or Setoff      
	(i)     Overdrawn Allowance      

4.      Insurance and Condemnation Proceeds      

5.      No Lease Termination     
	(a)     Status of Lease  
	(b)     Waiver By Tenant         

6.      Construction Allowance   
	(a)     Advances; Outstanding Construction Allowance        
	(b)     Designated Improvements  
		(i) Responsibility for Construction.    
		(ii)    Scope Changes.   
		(iii)   Value Added.     
		(iv)    Estoppel Letters Required.
		(v)     Advances Not a Waiver.   
	(c)     Conditions to Construction Advances
		(i)     Prior Notice     
		(ii)    Amount of the Advances   
		(iii)   Insurance        
			a)      Title Insurance  
			b)      Builder's Risk Insurance        
		(iv)    Progress of Construction         
		(v)     Evidence of Costs to be Reimbursed       
		(vi)    No Event of Default or Change of Control Event 
		(vii)   No Sale of Landlord's Interest         
		(viii)  Certificate of No Default  
		(ix)    Payments by Approved Participants    
	(d)     Completion Notice        

7.      Purchase Documents and Environmental Indemnity

8.      Use and Condition of Leased Property     
	(a)     Use      
	(b)     Condition        
	(c)     Consideration of and Scope of Waiver

9.      Other Representations, Warranties and Covenants of Tenant        
	(a)     Financial Matters        
	(b)     Existing Contract        
	(c)     No Default or Violation  
	(d)     Compliance with Covenants and Laws       
	(e)     Environmental Representations    
	(f)     No Suits         
	(g)     Condition of Property    
	(h)     Organization     
	(i)     Enforceability   
	(j)     Not a Foreign Person     
	(k)     Omissions        
	(l)     Existence        
	(m)     Tenant Taxes     
	(n)     Operation of Property    
	(o)     Debts for Construction   
	(p)     Impositions      
	(q)     Repair, Maintenance, Alterations and Additions        
	(r)     Insurance and Casualty   
	(s)     Condemnation     
	(t)     Protection and Defense of Title  
	(u)     No Liens on the Leased Property  
	(v)     Books and Records        
	(w)     Financial Statements; Required Notices;
		Certificates as to Default      
	(x)     Further Assurances       
	(y)     Fees and Expenses; General Indemnification;
		Increased Costs; and Capital Adequacy Charges         
	(z)     Liability Insurance      
	(aa)    Permitted Encumbrances   
	(ab)    Environmental    
	(ac)    Affirmative Financial Covenants  
	(ad)    Negative Covenants       
		(i) Liens        
		(ii) Transactions with Affiliates       
		(iii) Mergers; Sales of Assets
		(v) Change of Business   
	(ae)    ERISA    

10.     Representations, Warranties and Covenants of Landlord         
	(a)     Title Claims By, Through or Under Landlord     
	(b)     Actions Required of the Title Holder
	(c)     No Default or Violation  
	(d)     No Suits         
	(e)     Organization     
	(f)     Enforceability   
	(g)     Existence        
	(h)     Not a Foreign Person     

11.     Assignment and Subletting        
	(a)     Consent Required         
	(b)     Standard for Landlord's Consent to Assignments
		and Certain Other Matters    
	(c)     Consent Not a Waiver     
	(d)     Landlord's Assignment    

12.     Environmental Indemnification    
	(a)     Indemnity        
	(b)     Assumption of Defense    
	(c)     Notice of Environmental Losses   
	(d)     Rights Cumulative        
	(e)     Survival of the Indemnity        

13.     Landlord's Right of Access       

14.     Events of Default        
	(a)     Definition of Event of Default   
	(b)     Remedies         
	(c)     Enforceability   
	(d)     Remedies Cumulative      
	(e)     Waiver by Tenant         
	(f)     No Implied Waiver        

15.     Default by Landlord      

16.     Quiet Enjoyment  

17.     Surrender Upon Termination       

18.     Holding Over by Tenant   

19.     Miscellaneous    
	(a)     Notices  
	(b)     Severability     
	(c)     No Merger        
	(d)     NO IMPLIED REPRESENTATIONS BY LANDLORD         
	(e)     Entire Agreement         
	(f)     Binding Effect   
	(g)     Time is of the Essence   
	(h)     Termination of Prior Rights      
	(i)     Governing Law    
	(j)     Waiver of a Jury Trial   
	(k)     Not a Partnership, Etc   
	(l)     Tax Reporting    


			   Exhibits and Schedules

Exhibit A       Legal Description
Exhibit B       Encumbrance List
Exhibit C       Permitted Hazardous Substances
Exhibit D       Resolution of Disputed Insurance Claims
Exhibit E       Covenant Compliance Certificate
Exhibit F       Certificate Setting Forth the Calculation of the Spread
Exhibit G       List of Environmental Reports
Exhibit H       Information Concerning Designated Improvements
Exhibit I       Contractor's Estoppel Letter
Exhibit J       Architect's Estoppel Letter
Exhibit K       Draw Request Forms
Exhibit L       Notice to Accelerate the Carrying Costs Accrual 
		Termination Date
Exhibit M       Notice of Libor Period Election
Schedule 1      List of Approved Participants





			       LEASE AGREEMENT

	This LEASE AGREEMENT (hereinafter called this "Lease"), 
made to be effective as of July 29, 1997 (all references herein 
to the "date hereof" or words of like effect shall mean such 
effective date), by and between BNP LEASING CORPORATION, a 
Delaware corporation (hereinafter called "Landlord"), and 3COM 
CORPORATION, a Delaware corporation (hereinafter called 
"Tenant");


			W I T N E S E T H   T H A T:

	WHEREAS, pursuant to a Sale Agreement dated December 13, 
1996 (as amended, hereinafter called the "Existing Contract") 
between 3Com Corporation, a California Corporation, the 
predecessor in interest to Tenant and Metropolitan Life 
Insurance Company, a New York corporation (hereinafter called 
"Seller"), concerning the land described in Exhibit A attached 
hereto (hereinafter called the "Land") and the improvements on 
such Land, if any, Landlord acquired the Land and improvements 
(if any) from Seller contemporaneously with the execution of 
the Original Lease (hereinafter defined);

	WHEREAS, Tenant assigned its rights under the Existing 
Contract to Landlord on or about January 21, 1997; Landlord 
acquired the Land on or about January 21, 1997; and Landlord 
leased the Land and any improvements thereon to Tenant pursuant 
to a Lease Agreement between Landlord and Tenant dated as of 
January 21, 1997 (as supplemented or amended to the date 
hereof, the "Original Lease"); 

	WHEREAS, by this Lease Landlord and Tenant desire to 
amend, restate and replace the Original Lease;

	NOW, THEREFORE, in consideration of the rent to be paid 
and the covenants and agreements to be performed by Tenant, as 
hereinafter set forth, Landlord and Tenant hereby amend and 
restate the Original Lease in its entirety, and Landlord does 
hereby LEASE, DEMISE and LET unto Tenant for the term 
hereinafter set forth the Land, together with:

(i)     Landlord's interest in any and all buildings and 
improvements now existing or hereafter erected on the 
Land, including, but not limited to, the fixtures, 
attachments, appliances, equipment, machinery and other 
articles attached to such buildings and improvements 
(hereinafter called the "Improvements");
 
(ii)    all easements and rights-of-way now owned or 
hereafter acquired by Landlord for use in connection with 
the Land or Improvements or as a means of access thereto;
 
(iii)  all right, title and interest of Landlord, now owned 
or hereafter acquired, in and to (A) any land lying within 
the right-of-way of any street, open or proposed, 
adjoining the Land, (B) any and all sidewalks and alleys 
adjacent to the Land and (C) any strips and gores between 
the Land and abutting land (except strips and gores, if 
any, between the Land and abutting land owned by Landlord, 
with respect to which this Lease shall cover only the 
portion thereof to the center line between the Land and 
the abutting land owned by Landlord).

The Land and all of the property described in items (i) through 
(iii) above are hereinafter referred to collectively as the 
"Real Property".

	In addition to conveying the leasehold in the Real 
Property as described above, Landlord hereby grants and assigns 
to Tenant for the term of this Lease the right to use and enjoy 
(and, to the extent the following consist of contract rights, 
to enforce) any assignable interests or rights in, to or under 
the following that have been transferred to Landlord by Seller 
under the Existing Contract: (a) any goods, equipment, 
furnishings, furniture, chattels and personal property of 
whatever nature that are located on the Real Property and all 
renewals or replacements of or substitutions for any of the 
foregoing; and (b) any general intangibles, permits, licenses, 
franchises, certificates, and other rights and privileges.  All 
of the property, rights and privileges described above in this 
paragraph are hereinafter collectively called the "Personal 
Property". The Real Property and the Personal Property are 
hereinafter sometimes collectively called the "Leased 
Property."

	 Provided, however, the leasehold estate conveyed hereby 
and Tenant's rights hereunder are expressly made subject and 
subordinate to the Permitted Encumbrances (as hereinafter 
defined) and to any other claims or encumbrances not asserted 
by Landlord itself or by third parties lawfully claiming 
through or under Landlord.

	The Leased Property is leased by Landlord to Tenant and is 
accepted and is to be used and possessed by Tenant upon and 
subject to the following terms, provisions, covenants, 
agreements and conditions:



1.      Definitions.  As used herein, the terms "Lease," 
"Landlord," "Tenant," "Existing Contract," "Seller," "Land," 
"Improvements," "Real Property," "Personal Property" and 
"Leased Property" shall have the meanings indicated above and 
the terms listed immediately below shall have the following 
meanings:
 
(a)     Active Negligence.  "Active Negligence" of an Indemnified 
Party means, and is limited to, the negligent conduct of 
activities on the Leased Property by the Indemnified Party in a 
manner that proximately causes actual bodily injury or property 
damage to occur.  "Active Negligence" shall not include (1) any 
negligent failure of Landlord to act when the duty to act would 
not have been imposed but for Landlord's status as owner of the 
Leased Property or as a party to the transactions described in 
this Lease, (2) any negligent failure of any other Indemnified 
Party to act when the duty to act would not have been imposed 
but for such party's contractual or other relationship to 
Landlord or participation or facilitation in any manner, 
directly or indirectly, of the transactions described in this 
Lease, or (3) the exercise in a lawful manner by Landlord (or 
any party lawfully claiming through or under Landlord) of any 
remedy provided herein or in the Purchase Documents.
 
(b)     Additional Rent.  "Additional Rent" shall have the meaning 
assigned to it in subparagraph 3.(e) below.
 
(c)     Administrative Fee.  "Administrative Fee" shall have the 
meaning assigned to it in subparagraph 3.(d) below.
 
(d)     Advance Date.  "Advance Date" means, regardless of whether 
any Construction Advance shall actually be made thereon, the 
first Business Day of every calendar month, beginning with 
August 1, 1997 and continuing regularly thereafter to and 
including the Carrying Costs Accrual Termination Date; 
provided, that if the Carrying Costs Accrual Termination Date 
occurs before the Last Advance Date (as defined below), then 
after the Carrying Costs Accrual Termination Date each Base 
Rent Date upon which commences a new Base Rent Period (and only 
such Base Rent Dates) through and including the Last Advance 
Date shall also constitute an "Advance Date" hereunder.  In any 
event, no Advance Date shall occur after the Last Advance Date.
 
(e)     Affiliate.  "Affiliate" of any Person means any other 
Person controlling, controlled by or under common control with 
such Person.  For purposes of this definition, the term 
"control" when used with respect to any Person means the power 
to direct the management of policies of such Person, directly 
or indirectly, whether through the ownership of voting 
securities, by contract or otherwise, and the terms 
"controlling" and "controlled" have meanings correlative to the 
foregoing.
 
(f)     Applicable Laws.  "Applicable Laws" shall have the meaning 
assigned to it in subparagraph 9.(d) below.
 
(g)     Applicable Purchaser.  "Applicable Purchaser" means any 
third party designated by Tenant to purchase the Landlord's 
interest in the Leased Property and in any Escrowed Proceeds as 
provided in the Purchase Agreement.
 
(h)     Approved Participants.  "Approved Participants" means (1) 
the existing Participants and prospective participants listed 
on Schedule 1 attached hereto; and (2) any other party which 
Tenant shall have approved as a Participant, which approval 
shall not be unreasonably withheld for any party that Landlord 
proposes as a new Participant to replace, in whole or in part, 
an Approved Participant under the Participation Agreement and 
the Pledge Agreement; provided, the party proposed by Landlord 
as a new Participant is a commercial bank operating in the 
United States of America having capital and surplus in excess 
of $500,000,000 or an Affiliate of such a bank; and, provided 
further, the replacement will not reduce the aggregate 
Percentages of Landlord and Landlord's Parent under and as 
defined in the Participation Agreement below the minimum 
percentage specified in paragraph 14.2 of the Participation 
Agreement.
 
(i)     Attorneys' Fees.  "Attorneys' Fees" means the reasonable 
fees and expenses of counsel to the parties incurring the same, 
which may include fairly allocated costs of in-house counsel, 
printing, photostating, duplicating and other expenses, air 
freight charges, and fees billed for law clerks, paralegals, 
librarians and others not admitted to the bar but performing 
services under the supervision of an attorney.  Such terms 
shall also include, without limitation, all such fees and 
expenses incurred with respect to appeals, arbitrations and 
bankruptcy proceedings, and whether or not any manner or 
proceeding is brought with respect to the matter for which such 
fees and expenses were incurred.
 
(j)     Base Rent.  "Base Rent" means the rent payable by Tenant 
pursuant to subparagraph 3.(a) below.
 
(k)     Base Rent Date.  "Base Rent Date" means a date upon which 
Base Rent must be paid under the Lease, all of which dates 
shall be the first Business Day of a calendar month.  The first 
Base Rent Date shall be determined as follows:

			a)      If a LIBOR Period Election of one 
month is in effect on the Carrying Costs Accrual 
Termination Date, then the first Business Day of the 
first calendar month following the Carrying Costs 
Accrual Termination Date shall be the first Base Rent 
Date.

			b)      If a LIBOR Period Election of two 
months is in effect on the Carrying Costs Accrual 
Termination Date, then the first Business Day of the 
second calendar month following the Carrying Costs 
Accrual Termination Date shall be the first Base Rent 
Date.

			c)      If the LIBOR Period Election in 
effect on the Carrying Costs Accrual Termination Date 
is three months or six months, then the first 
Business Day of the third calendar month following 
the Carrying Costs Accrual Termination Date shall be 
the first Base Rent Date.

Each successive Base Rent Date after the first Base Rent Date 
shall be the first Business Day of the first, second or third 
calendar month following the calendar month which includes the 
preceding Base Rent Date, determined as follows:

			(1)     If a LIBOR Period Election of one 
month is in effect on a Base Rent Date, then the 
first Business Day of the first calendar month 
following such Base Rent Date shall be the next 
following Base Rent Date.

			(2)     If a LIBOR Period Election of two 
months is in effect on a Base Rent Date, then the 
first Business Day of the second calendar month 
following such Base Rent Date shall be the next 
following Base Rent Date.

			(3)     If a LIBOR Period Election of 
three months or six months is in effect on a Base 
Rent Date, then the first Business Day of the third 
calendar month following such Base Rent Date shall be 
the next following Base Rent Date.

Thus, for example, if the Carrying Costs Accrual Termination 
Date falls on the first Business Day of June, 1999 and a LIBOR 
Period Election of six months commences on the Carrying Costs 
Accrual Termination Date, then the first Base Rent Date shall 
be the first Business Day of September, 1999, and the second 
Base Rent Date shall be the first Business Day of December, 
1999.

	"Base Rent Period" means a period for which Base Rent must 
be paid under the Lease, each of which periods shall correspond 
to the LIBOR Period Election for such period.  The first Base 
Rent Period shall begin on and include the Carrying Costs 
Accrual Termination Date, and each successive Base Rent Period 
shall begin on and include the Base Rent Date upon which the 
preceding Base Rent Period ends.  Each Base Rent Period, 
including the first Base Rent Period, shall end on but not 
include the first or second Base Rent Date after the Base Rent 
Date upon which such period began, determined as follows:

			(1)     If the LIBOR Period Election for 
a Base Rent Period is one month, two months or three 
months, then such Base Rent Period shall end on the 
first Base Rent Date after the Base Rent Date upon 
which such period began.

			(2)     If the LIBOR Period Election for 
a Base Rent Period is six months, then such Base Rent 
Period shall end on the second Base Rent Date after 
the Base Rent Date upon which such period began.

The determination of Base Rent Periods can be illustrated by 
two examples:

			1)   If Tenant makes a LIBOR Period 
Election of three months for a hypothetical Base Rent 
Period beginning on the first Business Day in 
January, 2000, then such Base Rent Period will end on 
but not include the first Base Rent Date after it 
begins; that is, such Base Rent Period will end on 
the first Business Day in April, 2000, the third 
calendar month after January, 2000.

			2)   If, however, Tenant makes a LIBOR 
Period Election of six months for the hypothetical 
Base Rent Period beginning the first Business Day in 
January, 2000, then such Base Rent Period will end on 
but not include the second Base Rent Date after it 
begins; that is, the first Business Day in July, 
2000.

(l)     Breakage Costs.  "Breakage Costs" means any and all costs, 
losses or expenses incurred or sustained by Landlord's Parent 
or any other Participant, for which Landlord's Parent or the 
other Participant shall expect reimbursement from Landlord, 
because of the resulting liquidation or redeployment of 
deposits or other funds used to make Funding Advances upon any 
termination of this Lease by Tenant pursuant to Paragraph 2 or 
any sale of the Leased Property pursuant to the Purchase 
Agreement, if such termination or sale is effective as of any 
day other than a Base Rent Date.  Breakage Costs will include 
losses attributable to any decline in LIBOR as of the effective 
date of termination or sale as compared to LIBOR used to 
determine the Effective Rate then in effect.  (However, if 
Landlord's Parent or another Participant actually receives a 
profit upon the liquidation or redeployment of deposits or 
other funds used to make Funding Advances, because of any 
increase in LIBOR, then such profit will be offset against 
costs or expenses that would otherwise be charged as Breakage 
Costs for the account of Landlord's Parent or the applicable 
Participant under this Lease.)  Each determination by 
Landlord's Parent of Breakage Costs shall, in the absence of 
clear and demonstrable error, be conclusive and binding upon 
Landlord and Tenant.
 
(m)     Business Day.  "Business Day" means any day that is (1) 
not a Saturday, Sunday or day on which commercial banks are 
generally closed or required to be closed in New York City, New 
York or San Francisco, California, and (2) a day on which 
dealings in deposits of dollars are transacted in the London 
interbank market; provided that if such dealings are suspended 
indefinitely for any reason, "Business Day" shall mean any day 
described in clause (1).
 
(n)     Capital Adequacy Charges.  "Capital Adequacy Charges" 
means any additional amounts Landlord's Parent or any other 
Participant requires Landlord to pay as compensation for an 
increase in required capital as provided in subparagraph 
9.(y)(iv).
 
(o)     Carrying Costs.  "Carrying Costs" means the charges added 
to and made a part of the Outstanding Construction Allowance 
from time to time on and before the Carrying Costs Accrual 
Termination Date pursuant to and as more particularly described 
in subparagraph 6.(a)(ii) below.
 
(p)     Carrying Costs Accrual Termination Date.  "Carrying Costs 
Accrual Termination Date" means the earlier of (1) the Last 
Advance Date or (2) the first Advance Date that occurs at least 
ten (10) days after Landlord has received a notice from Tenant, 
in the form of Exhibit L attached hereto, stating that Tenant 
irrevocably elects to accelerate the Carrying Costs Accrual 
Termination Date and thereby accelerate the commencement of 
Base Rent accruals and the termination of accruals of Carrying 
Costs.  It is understood that Tenant may, but shall not be 
required, to give such a notice at any time.
 
(q)     Cash Collateral.  "Cash Collateral" shall have the meaning 
assigned to it in the Pledge Agreement.
 
(r)     Certificate of Deposit Collateral Percentage.  
"Certificate of Deposit Collateral Percentage" for each Period 
means the Certificate of Deposit Collateral Percentage for such 
Period (as defined in and determined in accordance with the 
Pledge Agreement); provided, however, for purposes of this 
Lease, the Certificate of Deposit Collateral Percentage for any 
Period shall not exceed a fraction, the numerator of which 
fraction shall equal the Value (as defined in and determined in 
accordance with the Pledge Agreement) of all Cash Collateral 
that is, on the first day of such Period, held by the Deposit 
Takers under (and as defined in) the Pledge Agreement, subject 
to a Qualifying Security Interest and free from claims or 
security interests held or asserted by any third party, and the 
denominator of which fraction shall equal the Stipulated Loss 
Value on the first day of such Period (computed after the 
addition of any Construction Advance made on such first day, 
after the addition of all Carrying Costs for prior Construction 
Periods, and after the subtraction of any Qualified Payments 
applied on such first day).
 
(s)     Closing Costs.  "Closing Costs" means an amount requested 
by Tenant, not to exceed $200,000, advanced by or on behalf of 
Landlord on the effective date of this Lease to pay on behalf 
of Tenant (i) the Upfront Fee, (ii) "Base Rent" and "Breakage 
Costs" which have accrued and are due under (and as are defined 
in) the Original Lease, and (iii) expenses incurred in 
connection with the preparation and negotiation of this Lease, 
the Purchase Documents, the Environmental Indemnity, the 
Participation Agreement and related documents.  To the extent 
that Landlord does not itself apply funds advanced as provided 
in this definition, the remainder thereof will be advanced to 
Tenant, with the expectation that Tenant shall use any such 
amount advanced for one or more of the following purposes: (1) 
the payment of the Upfront Fee and expenses incurred in 
connection with the preparation and negotiation of this Lease, 
the Purchase Documents, the Environmental Indemnity, the 
Participation Agreement and related documents; (2) the payment 
or reimbursement of other expenses incurred by Tenant in 
connection with any improvements Tenant may elect to make to 
the Leased Property in accordance with the requirements and 
limitations imposed by this Lease, including the planning, 
design, engineering and permitting of thereof; (3) the 
maintenance of the Leased Property; or (4) the payment of Rents 
next due.  The advance described in this definition shall 
constitute part of the Initial Investment, and the amount 
thereof may be confirmed by Landlord and Tenant in a separate 
closing certificate.
 
(t)     Change of Control Event.  "Change of Control Event" means 
the occurrence of any merger or consolidation or sale of assets 
involving Tenant that is prohibited by subparagraph 
9.(ad)(iii).
 
(u)     Code.  "Code" means the Internal Revenue Code of 1986, as 
amended from time to time.
 
(v)     Collateral.  "Collateral" shall have the meaning assigned 
to it in the Pledge Agreement.
 
(w)     Commitment Fee.  "Commitment Fee" shall have the meaning 
assigned to it in subparagraph 3.(c) below.
 
(x)     Completion Deadline.  "Completion Deadline" means the 
first Business Day in August, 1999.
 
(y)     Completion Notice.  "Completion Notice" shall have the 
meaning assigned to it in subparagraph 6.(d) below.
 
(z)     Construction Advances.  "Construction Advances" means 
actual advances of funds made by or on behalf of Landlord 
pursuant to Paragraph 6.(a)(i) below for costs incurred to 
construct the Designated Improvements or for property taxes and 
assessments assessed against the Leased Property paid prior to 
the Last Advance Date.
 
(aa)    Construction Allowance.  "Construction Allowance" means 
the allowance, consisting of all Construction Advances and 
Carrying Costs, which is to be provided by Landlord for the 
construction of the Designated Improvements as more 
particularly described in Paragraph 6 below.
 
(ab)    Construction Documents.  "Construction Documents" means 
all construction contracts, architectural contracts, 
engineering contracts, drawings, plans, specifications, change 
orders, budgets, surveys, soils reports, environmental impact 
studies and other documents executed by or prepared for Tenant 
with respect to the construction of the Designated 
Improvements.

(ac)    Construction Periods.  The first "Construction 
Period" shall be the period beginning on and including the 
effective date hereof and ending on but not including the first 
Advance Date.  Each successive "Construction Period" after the 
first Construction Period shall be a period of approximately 
one (1) month (except Construction Periods, if any, commencing 
on or after the Carrying Costs Accrual Termination Date, which 
shall be coterminous with Base Rent Periods) and shall begin on 
and include the day on which the preceding Construction Period 
ends and shall end on but not include the next following 
Advance Date.  The last "Construction Period" shall end on but 
not include the Last Advance Date.

(ac)    Custodial Agreement.  "Custodial Agreement" means the 
Custodial Agreement dated as of the date hereof between Banque 
Nationale de Paris, New York Branch, and Tenant pursuant to 
which such bank will hold securities pledged by Tenant as 
collateral for Tenant's obligations under the Purchase 
Agreement, as such Custodial Agreement may be extended, 
supplemented, amended, restated or otherwise modified from time 
to time. 
 
(ad)    Debt.  "Debt" of any Person means (i) indebtedness of such 
Person for borrowed money, (ii) obligations of such Person 
evidenced by bonds, debentures, notes or other similar 
instruments, (iii) obligations of such Person to pay the 
deferred purchase price of property or services, 
(iv) obligations of such Person as lessee under leases which 
shall have been or should be, in accordance with GAAP, recorded 
as capital leases, (v) obligations of such Person, contingent 
or otherwise, under any lease of real property or related 
documents (including a separate purchase agreement) which 
provide that such Person must purchase or cause another to 
purchase any interest in the leased property and thereby 
guarantee a minimum residual value of the leased property to 
the lessor; (vi) obligations under direct or indirect 
guaranties in respect of, and obligations (contingent or 
otherwise) to purchase or otherwise acquire, or otherwise to 
assure a creditor against loss in respect of, indebtedness or 
obligations of others of the kinds referred to in clauses (i) 
through (v) above, (vii) liabilities of another Person secured 
by a Lien on, or payable out of the proceeds of production 
from, property of such Person even though such obligation shall 
not be assumed by such Person (but in the case of such 
liabilities not assumed by such Person, the liabilities shall 
constitute Debt of such Person only to the extent of the value 
of such Person's property encumbered by the Lien securing such 
liabilities) and (viii) Unfunded Benefit Liabilities.
 
(ae)    Default.  "Default" means any event which, with the 
passage of time or the giving of notice or both, would (if not 
cured within any applicable cure period) constitute an Event of 
Default.
 
(af)    Default Rate.  "Default Rate" means a floating per annum 
rate equal to three percent (3%) above the Prime Rate.  
However, in no event will the Default Rate exceed the maximum 
interest rate permitted by law.
 
(ag)    Defaulting Participant.  "Defaulting Participant" means 
any Approved Participant that shall have breached the 
Participation Agreement by failing to provide a Funding Advance 
to Landlord for (or equal to) such Participant's percentage of 
any Construction Advance requested by Tenant.  (For purposes of 
this Lease a "Participant's percentage" shall mean the 
percentage that, under the Participation Agreement, is to be 
multiplied against Construction Advances to compute the amount 
the Participant must advance to Landlord for (or equal to) a 
percentage of Construction Advances requested hereunder.)
 
(ah)    Designated Improvements.  "Designated Improvements" shall 
mean the improvements on the Land and any furnishings for such 
improvements which are to be constructed and installed by 
Tenant using the Construction Allowance as described in 
Paragraph 6 below.
 
(ai)    Designated Sale Date.  "Designated Sale Date" shall have 
the meaning assigned to it in the Purchase Agreement.
 
(aj)    Effective Rate.  "Effective Rate" means, for each Period, 
the per annum rate determined by dividing (A) LIBOR for such 
Period, by (B) 100% minus the Eurodollar Rate Reserve 
Percentage for such Period; provided, however, for each day 
during the short first Construction Period ending on August 1, 
1997, the Effective Rate will equal the per annum rate which is 
fifty basis points (50/100 of 1%) above the Fed Funds Rate on 
that day.

If LIBOR or the Eurodollar Rate Reserve Percentage changes from 
Period to Period, then the Effective Rate shall be 
automatically increased or decreased, as the case may be, as of 
the date of the change from Period to Period.  If for any 
reason Landlord's Parent determines that it is impossible or 
unreasonably difficult to determine the Effective Rate with 
respect to a given Period in accordance with the preceding 
sentences, then the "Effective Rate" for that Period shall 
equal any published index or per annum interest rate determined 
reasonably and in good faith by Landlord's Parent to be a 
comparable rate at the beginning of the first day of that 
period.  A comparable interest rate might be, for example, the 
then existing yield on short term United States Treasury 
obligations (as compiled by and published in the then most 
recently published United States Federal Reserve Statistical 
Release H.15(519) or its successor publication), plus or minus 
a fixed adjustment based on Landlord's Parent's comparison of 
past eurodollar market rates to past yields on such Treasury 
obligations.  Any determination by Landlord's Parent of the 
Effective Rate hereunder shall, in the absence of clear and 
demonstrable error, be conclusive and binding.

(ak)    Environmental Indemnity.  "Environmental Indemnity" means 
the separate Environmental Indemnity Agreement dated as of the 
date hereof executed by Tenant in favor of Landlord covering 
the Land and certain other property described therein, as such 
agreement may be extended, supplemented, amended, restated or 
otherwise modified from time to time.
 
(al)    Environmental Laws.  "Environmental Laws" means any and 
all existing and future Applicable Laws pertaining to safety, 
health or the environment, or to Hazardous Substances or 
Hazardous Substance Activities, including without limitation 
the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980, as amended by the Superfund Amendments 
and Reauthorization Act of 1986 (as amended, hereinafter called 
"CERCLA"), and the Resource Conservation and Recovery Act of 
1976, as amended by the Used Oil Recycling Act of 1980, the 
Solid Waste Disposal Act Amendments of 1980, and the Hazardous 
and Solid Waste Amendments of 1984 (as amended, hereinafter 
called "RCRA").
 
(am)    Environmental Losses.  "Environmental Losses" means Losses 
suffered or incurred by any Indemnified Party, directly or 
indirectly, relating to or arising out of, based on or as a 
result of: (i) any Hazardous Substance Activity; (ii) any 
violation of Environmental Laws relating to the Leased Property 
or to the ownership, use, occupancy or operation thereof; (iii) 
any investigation, inquiry, order, hearing, action, or other 
proceeding by or before any governmental or quasi-governmental 
agency or authority in connection with any Hazardous Substance 
Activity; or (iv) any claim, demand, cause of action or 
investigation, or any action or other proceeding, whether 
meritorious or not, brought or asserted against any Indemnified 
Party which directly or indirectly relates to, arises from, is 
based on, or results from any of the matters described in 
clauses (i), (ii), or (iii) of this subparagraph 1.(am), or any 
allegation of any such matters.  ENVIRONMENTAL LOSSES INCURRED 
BY OR ASSERTED AGAINST A PARTICULAR INDEMNIFIED PARTY SHALL 
INCLUDE LOSSES RELATING TO OR ARISING OUT OF OR AS A RESULT OF 
ANY MATTERS LISTED IN THE PRECEDING SENTENCE EVEN WHEN SUCH 
MATTERS ARE CAUSED BY THE ORDINARY NEGLIGENCE (AS DEFINED 
BELOW) OF THAT PARTICULAR OR ANY OTHER INDEMNIFIED PARTY.  
However, Losses incurred by or asserted against a particular 
Indemnified Party and proximately caused by (and attributed by 
any applicable principles of comparative fault to) the wilful 
misconduct, Active Negligence or gross negligence of any 
Indemnified Party will not constitute Environmental Losses of 
such Indemnified Party for purposes of this Lease.
 
(an)    Environmental Report.  "Environmental Report" means, 
collectively, the reports listed on Exhibit G attached hereto.
 
(ao)    ERISA.  "ERISA" means the Employee Retirement Income 
Security Act of 1974, as amended from time to time, together 
with all rules and regulations promulgated with respect 
thereto.
 
(ap)    ERISA Affiliate.  "ERISA Affiliate" means any Person who 
for purposes of Title IV of ERISA is a member of Tenant's 
controlled group, or under common control with Tenant, within 
the meaning of Section 414 of the Code, and the regulations 
promulgated and rulings issued thereunder.
 
(aq)    ERISA Termination Event.  "ERISA Termination Event" means 
(i) the occurrence with respect to any Plan of a) a reportable 
event described in Sections 4043(b)(5) or (6) of ERISA or b) 
any other reportable event described in Section 4043(b) of 
ERISA other than a reportable event not subject to the 
provision for 30-day notice to the Pension Benefit Guaranty 
Corporation pursuant to a waiver by such corporation under 
Section 4043(a) of ERISA, or (ii) the withdrawal of Tenant or 
any Affiliate of Tenant from a Plan during a plan year in which 
it was a "substantial employer" as defined in Section 
4001(a)(2) of ERISA, or (iii) the filing of a notice of intent 
to terminate any Plan or the treatment of any Plan amendment as 
a termination under Section 4041 of ERISA, or (iv) the 
institution of proceedings to terminate any Plan by the Pension 
Benefit Guaranty Corporation under Section 4042 of ERISA, or 
(v) any other event or condition which might constitute grounds 
under Section 4042 of ERISA for the termination of, or the 
appointment of a trustee to administer, any Plan.
 
(ar)    Escrowed Proceeds.  "Escrowed Proceeds" shall mean any 
proceeds that are received by Landlord from time to time during 
the Term (and any interest earned thereon), which Landlord is 
holding for the purposes specified in the next sentence, from 
any party (1) under any casualty insurance policy as a result 
of damage to the Leased Property, (2) as compensation for any 
restriction placed upon the use or development of the Leased 
Property or for the condemnation of the Leased Property or any 
portion thereof, (3) because of any judgment, decree or award 
for injury or damage to the Leased Property or (4) under any 
title insurance policy or otherwise as a result of any title 
defect or claimed title defect with respect to the Leased 
Property; provided, however, in determining "Escrowed Proceeds" 
there shall be deducted all expenses and costs of every type, 
kind and nature (including Attorneys' Fees) incurred by 
Landlord to collect such proceeds; and provided, further, 
"Escrowed Proceeds" shall not include any payment to Landlord 
by a Participant or an Affiliate of Landlord that is made to 
compensate Landlord for the Participant's or Affiliate's share 
of any Losses Landlord may incur as a result of any of the 
events described in the preceding clauses (1) through (4).  
"Escrowed Proceeds" shall include only such proceeds as are 
held by Landlord (A) pursuant to Paragraph 4 for the payment to 
Tenant for the restoration or repair of the Leased Property or 
(B) for application (generally, on the next following Advance 
Date or Base Rent Date which is at least three (3) Business 
Days following Landlord's receipt of such proceeds) as a 
Qualified Payment or as reimbursement of costs incurred in 
connection with a Qualified Payment.  "Escrowed Proceeds" shall 
not include any proceeds that have been applied as a Qualified 
Payment or to pay any costs incurred in connection with a 
Qualified Payment.  Until Escrowed Proceeds are paid to Tenant 
pursuant to Paragraph 4 below or applied as a Qualified Payment 
or as reimbursement for costs incurred in connection with a 
Qualified Payment, Landlord shall keep the same deposited in an 
interest bearing account, and all interest earned on such 
account shall be added to and made a part of Escrowed Proceeds.
 
(as)    Eurocurrency Liabilities.  "Eurocurrency Liabilities" has 
the meaning assigned to that term in Regulation D of the Board 
of Governors of the Federal Reserve System, as in effect from 
time to time.
 
(at)    Eurodollar Rate Reserve Percentage.  "Eurodollar Rate 
Reserve Percentage" means, for purposes of determining the 
Effective Rate for any Period, the reserve percentage 
applicable two Business Days before the first day of such 
period under regulations issued from time to time by the Board 
of Governors of the Federal Reserve System (or any successor) 
for determining the maximum reserve requirement (including, but 
not limited to, any emergency, supplemental or other marginal 
reserve requirement) for a member bank of the Federal Reserve 
System in New York City with deposits exceeding One Billion 
Dollars with respect to liabilities or deposits consisting of 
or including Eurocurrency Liabilities (or with respect to any 
other category or liabilities by reference to which LIBOR is 
determined) having a term comparable to such period.
  
(au)    Event of Default.  "Event of Default" shall have the 
meaning assigned to it in subparagraph 14.(a) below. 
 
(av)    Excluded Taxes.  "Excluded Taxes" shall mean (1) all 
federal, state and local income taxes upon the Base Rent, the 
Upfront Fee, the Commitment Fee, Administrative Fees and any 
interest paid to Landlord pursuant to subparagraph 3.(f), (2) 
any taxes imposed by any governmental authority outside the 
United States, and (3) any transfer or change of ownership 
taxes assessed because of Landlord's transfer or conveyance to 
any third party of any rights or interest in this Lease, the 
Purchase Documents, or the Leased Property, but excluding any 
such taxes assessed because of any Permitted Transfer.
 
(aw)    Fair Market Value.  "Fair Market Value" shall have the 
meaning assigned to it in the Purchase Agreement.
 
(ax)    Fed Funds Rate.  "Fed Funds Rate" means, for any period, a 
fluctuating interest rate (expressed as a per annum rate and 
rounded upwards, if necessary, to the next 1/16 of 1%) equal 
for each day during such period to the weighted average of the 
rates on overnight Federal funds transactions with members of 
the Federal Reserve System arranged by Federal funds brokers, 
as published for such day (or, if such day is not a Business 
Day, for the next preceding Business Day) by the Federal 
Reserve Bank of New York, or, if such rates are not so 
published for any day which is a Business Day, the average of 
the quotations for such day on such transactions received by 
the Landlord's Parent from three Federal funds brokers of 
recognized standing selected by Landlord's Parent.  All 
determinations of the Fed Funds Rate by Landlord's Parent 
shall, in the absence of clear and demonstrable error, be 
binding and conclusive upon Landlord and Tenant.
 
(ay)    Funding Advances.  "Funding Advances" means (1) advances 
(equal in the aggregate to the Initial Investment) made on or 
prior to the date hereof by Landlord's Parent and other 
Participants to or on behalf of Landlord to permit Landlord to 
acquire or maintain its investment in the Leased Property and 
to allow Landlord to provide the advance described in the 
definition of Closing Costs in subparagraph 1.(s), (2) future 
advances (which, together with the Funding Advances described 
in the preceding clauses (1), are expected to total 
$86,000,000) made by Landlord's Parent or any Participant to or 
on behalf of Landlord to allow Landlord to provide Construction 
Advances hereunder and to cover Carrying Costs, and (3) future 
advances made by Landlord's Parent or any Participant to or on 
behalf of Landlord in replacement of or renewal and extension 
of other Funding Advances.  For example, if after the date 
hereof a new Participant advances funds on behalf of Landlord 
to Landlord's Parent or another then existing Participant in 
repayment of all or part of Funding Advances previously made by 
Landlord's Parent or the other Participant, such advance of 
funds by the new Participant shall constitute a Funding Advance 
hereunder, and the prior Funding Advances so repaid to 
Landlord's Parent or the other Participant shall thereupon 
cease to constitute Funding Advances for purposes of this 
Lease.
 
(az)    GAAP.  "GAAP" means generally accepted accounting 
principles in the United States of America as in effect from 
time to time, applied on a basis consistent with those used in 
the preparation of the financial statements referred to in 
subparagraph 9.(w) (except for changes concurred in by Tenant's 
independent public accountants).
 
(ba)    Hazardous Substance.  "Hazardous Substance" means (i) any 
chemical, compound, material, mixture or substance that is now 
or hereafter defined or listed in, regulated under, or 
otherwise classified pursuant to, any Environmental Laws as a 
"hazardous substance," "hazardous material," "hazardous waste," 
"extremely hazardous waste," "infectious waste," "toxic 
substance," "toxic pollutant," or any other formulation 
intended to define, list or classify substances by reason of 
deleterious properties, including, without limitation, 
ignitability, corrosiveness, reactivity, carcinogenicity, 
toxicity or reproductive toxicity; (ii) petroleum, any fraction 
of petroleum, natural gas, natural gas liquids, liquified 
natural gas, synthetic gas usable for fuel (or mixtures of 
natural gas and such synthetic gas), and ash produced by a 
resource recovery facility utilizing a municipal solid waste 
stream, and drilling fluids, produced waters and other wastes 
associated with the exploration, development or production of 
crude oil, natural gas or geothermal resources; (iii) asbestos 
and any asbestos containing material; and (iv) any other 
material that, because of its quantity, concentration or 
physical or chemical characteristics, poses a significant 
present or potential hazard to human health or safety or to the 
environment if released into the workplace or the environment.
 
(bb)     Hazardous Substance Activity.  "Hazardous Substance 
Activity" means any actual, proposed or threatened use, 
storage, holding, existence, location, release (including, 
without limitation, any spilling, leaking, leaching, pumping, 
pouring, emitting, emptying, dumping, disposing into the 
environment, and the continuing migration into or through soil, 
surface water, groundwater or any body of water), discharge, 
deposit, placement, generation, processing, construction, 
treatment, abatement, removal, disposal, disposition, handling 
or transportation of any Hazardous Substance from, under, in, 
into or on the Leased Property, including, without limitation, 
the movement or migration of any Hazardous Substance from 
surrounding property, surface water, groundwater or any body of 
water under, in, into or onto the Leased Property and any 
residual Hazardous Substance contamination in, on or under the 
Leased Property.
 
(bc)     Impositions.  "Impositions" shall have the meaning 
assigned to it in subparagraph 9.(p) below.
 
(bd)     Improvements.  "Improvements," as defined in the recitals 
at the beginning of this Lease, shall include not only existing 
improvements to the Land as of the date hereof, if any, but 
also any new improvements or changes to existing improvements 
made by Tenant.  Accordingly, any and all new improvements made 
to the Leased Property by Tenant using the Construction 
Allowance as contemplated in this Lease shall constitute 
Improvements as that term is used herein.
 
(be)     Indemnified Party.  "Indemnified Party" means each of (1) 
Landlord and any of Landlord's successors and assigns as to all 
or any portion of the Leased Property or any interest therein 
(but excluding Tenant or any Applicable Purchaser under the 
Purchase Agreement or any Person that claims its interest in 
the Leased Property through or under Tenant or through or under 
an assignment from Landlord that does not constitute a 
Permitted Transfer), (2) the Participants, and (3) any 
Affiliate, officer, agent, director, employee or servant of any 
of the parties described in clause (1) or (2) preceding.
 
(bf)     Initial Investment.  "Initial Investment" means 
$10,400,000, being equal to the $10,200,000 "Stipulated Loss 
Value" under and as defined in the Original Lease, plus the 
advance described in the definition of Closing Costs in 
subparagraph 1.(s) above.
 
(bg)     Landlord's Parent.  "Landlord's Parent" means Landlord's 
Affiliate, Banque Nationale de Paris, a bank organized and 
existing under the laws of France, together with any Affiliates 
of such bank that directly or indirectly provided or hereafter 
during the Term provide or maintain any Funding Advances, and 
any successors of such bank and such Affiliates.
 
(bh)     Last Advance Date.  "Last Advance Date" means the earlier 
of (1) the Completion Deadline (or - if the Completion Deadline 
is not an Advance Date, which could occur if Tenant exercises 
its rights hereunder to accelerate the Carrying Costs Accrual 
Termination Date and to thereafter designate a LIBOR Period 
Election of more than one month - then the latest Advance Date 
prior to the Completion Deadline), (2) the first Advance Date 
that occurs at least ten (10) days after Landlord has received 
a Completion Notice or a Notice of Last Advance, or (3) the 
Designated Sale Date.
 
(bi)     LIBOR.  "LIBOR" means, for purposes of determining the 
Effective Rate for each Period, the rate determined by 
Landlord's Parent to be the average rate of interest per annum 
(rounded upwards, if necessary, to the next 1/16 of 1%) of the 
rates at which deposits of dollars are offered or available to 
Landlord's Parent in the London interbank market at 
approximately 11:00 a.m. (London time) on the second Business 
Day preceding the first day of such period.  Landlord shall 
instruct Landlord's Parent to consider deposits, for purposes 
of making the determination described in the preceding 
sentence, that are offered: (i) for delivery on the first day 
of such Period, (ii) in an amount equal or comparable to the 
total (projected on the applicable date of determination by 
Landlord's Parent) Stipulated Loss Value on the first day of 
such Period, and (iii) for a period of time equal or comparable 
to the appropriate Period.  If Landlord's Parent so chooses, it 
may determine LIBOR for any period by reference to the rate 
reported by the British Banker's Association on Page 3750 of 
the Telerate Service at approximately 11:00 a.m. (London time) 
on the second Business Day preceding the first day of such 
period; provided, however, Tenant may notify Landlord that 
Tenant objects to any future determination of LIBOR in the 
manner provided by this sentence, in which case any 
determination of LIBOR required more than three Business Days 
after Landlord's receipt of such notice shall be made as if 
this sentence had been struck from this Lease.  If for any 
reason Landlord's Parent determines that it is impossible or 
unreasonably difficult to determine LIBOR with respect to a 
given Period in accordance with the preceding sentences, or if 
Landlord's Parent shall determine that it is unlawful (or any 
central bank or governmental authority shall assert that it is 
unlawful) for Landlord, Landlord's Parent or any other 
Participant to provide or maintain any Funding Advances 
hereunder during any Period for which Base Rent is computed by 
reference to LIBOR, then "LIBOR" for that Period shall equal 
the rate which is fifty basis points (50/100 of 1%) above the 
Fed Funds Rate for that period.  All determinations of LIBOR by 
Landlord's Parent shall, in the absence of clear and 
demonstrable error, be binding and conclusive upon Landlord and 
Tenant.
 
(bj)     LIBOR Period Election.  "LIBOR Period Election" for any 
Base Rent Period means a period of one month, two months, three 
months or six months as designated by Tenant at least ten 
Business Days prior to the commencement of such Base Rent 
Period by a notice given to Landlord in the form of Exhibit M 
attached to this Lease.  (For purposes of this Lease a LIBOR 
Period Election for any Base Rent Period shall also be 
considered the LIBOR Period Election in effect on (1) the date 
[whether the Carrying Costs Accrual Termination Date or a Base 
Rent Date] upon which such Base Rent Period begins and (2) 
subsequent Base Rent Dates, if any, which occur before the date 
upon which such Base Rent Period ends.)  Any LIBOR Period 
Election shall remain in effect not only for the entire first 
Base Rent Period for which it is designated or becomes 
effective, but also for subsequent Base Rent Periods until a 
new designation by Tenant becomes effective in accordance with 
the provisions set forth in this definition.  Notwithstanding 
the foregoing, however: (1) any LIBOR Period Election that 
would cause a Base Rent Period to extend beyond the end of the 
scheduled Term will be shortened as necessary to cause such 
Base Rent Period to end when the scheduled Term ends; (2) 
changes in the LIBOR Period Election shall become effective 
only upon the commencement of a new Base Rent Period; (3) until 
such time as Tenant designates another LIBOR Period Election 
consistent with the foregoing requirements, Tenant will be 
considered to have designated a LIBOR Period Election of one 
month; and (4) if an Event of Default shall have occurred and 
be continuing on the third Business Day preceding the 
commencement of any Base Rent Period, the LIBOR Period Election 
for such Base Rent Period shall be one month.
 
(bk)     Lien.  "Lien" means any mortgage, pledge, security 
interest, encumbrance, lien or charge of any kind (including 
any agreement to give any of the foregoing, any conditional 
sale or other title retention agreement, any agreement to sell 
receivables with recourse, any lease in the nature thereof, and 
the filing of or agreement to give any financing statement 
under the Uniform Commercial Code of any jurisdiction).  
Customary bankers' rights of set-off arising by operation of 
law or by contract (however styled, if the contract grants 
rights no greater than those arising by operation of law) in 
connection with working capital facilities, lines of credit, 
term loans and letter of credit facilities and other 
contractual arrangements entered into with banks in the 
ordinary course of business are not "Liens" for the purposes of 
this Lease.
 
(bl)     Losses.  "Losses" means any and all losses, liabilities, 
damages (whether actual, consequential, punitive or otherwise 
denominated), demands, claims, actions, judgments, causes of 
action, assessments, fines, penalties, costs, and out-of-pocket 
expenses (including, without limitation, Attorneys' Fees and 
the fees of outside accountants and environmental consultants), 
of any and every kind or character, foreseeable and 
unforeseeable, liquidated and contingent, proximate and remote, 
known and unknown. 
 
(bm)     Maximum Construction Allowance.  "Maximum Construction 
Allowance" means $86,000,000, minus the Initial Investment.
 
(bn)     Notice of Last Advance.  "Notice of Last Advance" means 
any notice given by Tenant to Landlord stating that Tenant 
irrevocably elects not to request or accept any further 
Construction Advances which Tenant might be entitled to but for 
such election.  It is understood that Tenant may, but shall not 
be required, to give a Notice of Last Advance in order to 
accelerate the Last Advance Date and to thereby accelerate the 
date upon which Commitment Fees shall cease to accrue.
 
(bo)     Ordinary Negligence.  "Ordinary Negligence" of an 
Indemnified Party means any negligent acts or omissions of such 
party that does not for any reason constitute Active Negligence 
as defined in this Lease. 
 
(bp)     Outstanding Construction Allowance.  "Outstanding 
Construction Allowance" means at any time the amount equal to 
(1) the total Construction Advances made by Landlord, PLUS (2) 
all Carrying Costs added to the Outstanding Construction 
Allowance under subparagraph 6.(a)(ii) on or prior to the date 
in question, LESS (3) the amount (if any) of Qualified Payments 
paid to Landlord and applied to the Outstanding Construction 
Allowance on or prior to such date, and LESS (4) any payments 
previously made by Tenant to Landlord pursuant to 
subparagraph 3.(i).
 
(bq)     Participant.  "Participant" means any Person, including 
Landlord's Parent, that agrees with Landlord or another 
Participant to participate in all or some of the risks and 
rewards to Landlord of this Lease and the Purchase Documents.  
As of the effective date hereof, the only Participants are 
those which have executed the Participation Agreement, but such 
Participants and Landlord may agree to share in risks and 
rewards of this Lease and the Purchase Documents with other 
Participants in the future.  However, no Person other than 
Landlord's Parent and the Approved Participants shall qualify 
as a Participant for purposes of this Lease, the Purchase 
Documents or any other agreement to which Tenant is a party 
unless, with Tenant's prior written approval or when an Event 
of Default had occurred and was continuing, such Person became 
a party to the Pledge Agreement and to the Participation 
Agreement by executing supplements to those agreements as 
contemplated therein.
 
(br)     Participation Agreement.  "Participation Agreement" means 
the Participation Agreement dated the date hereof among 
Landlord, Landlord's Parent, and the Participants named 
therein, pursuant to which Landlord's Parent and such 
Participants have agreed to participate in certain risks and 
rewards to Landlord of this Lease and the Purchase Agreement, 
as such Participation Agreement may be extended, supplemented, 
amended, restated or otherwise modified from time to time in 
accordance with its terms.
 
(bs)     Period.  "Period" means a Construction Period or a Base 
Rent Period, as the context requires.
 
(bt)     Permitted Encumbrances.  "Permitted Encumbrances" means 
(i) the encumbrances and other matters affecting the Leased 
Property that are set forth in Exhibit B attached hereto and 
made a part hereof, and (ii) any provisions of the Existing 
Contract or any other agreement described therein that survived 
closing thereunder (but not any deed of trust, mortgage or 
other agreement given to secure the repayment of borrowed 
funds), and (iii) any easement agreement or other document 
affecting title to the Leased Property executed by Landlord at 
the request of or with the consent of Tenant.
 
(bu)     Permitted Hazardous Substance Use.  "Permitted Hazardous 
Substance Use" means the use, storage and offsite disposal of 
Permitted Hazardous Substances in strict accordance with 
applicable Environmental Laws and with due care given the 
nature of the Hazardous Substances involved; provided, the 
scope and nature of such use, storage and disposal shall not 
include the use of underground storage tanks for any purpose 
other than the storage of water for fire control, nor shall 
such scope and nature:

	(1) exceed that reasonably required for the 
construction of Improvements permitted by this Lease and 
for the operation of the Leased Property for the purposes 
expressly permitted under subparagraph 8.(a); or

	(2) include any disposal, discharge or other release 
of Hazardous Substances from operations on the Leased 
Property in any manner that might allow such substances to 
reach surface water or groundwater, except (i) through a 
lawful and properly authorized discharge (A) to a publicly 
owned treatment works or (B) with rainwater or storm water 
runoff in accordance with Applicable Laws and any permits 
obtained by Tenant that govern such runoff; or (ii) any 
such disposal, discharge or other release of Hazardous 
Substances for which no permits are required and which are 
not otherwise regulated under applicable Environmental 
Laws.

Further, notwithstanding anything to the contrary herein 
contained, Permitted Hazardous Substance Use shall not include 
any use of the Leased Property as a treatment, storage or 
disposal facility (as defined by federal Environmental Laws) 
for Hazardous Substances, including but not limited to a 
landfill, incinerator or other waste disposal facility.

(bv)     Permitted Hazardous Substances.  "Permitted Hazardous 
Substances" means Hazardous Substances used and reasonably 
required for Tenant's operation of the Leased Property for the 
purposes expressly permitted by subparagraph 8.(a) in strict 
compliance with all Environmental Laws and with due care given 
the nature of the Hazardous Substances involved.  Without 
limiting the generality of the foregoing, Permitted Hazardous 
Substances shall include, without limitation, usual and 
customary office and janitorial products, and the materials 
listed on Exhibit C attached hereto.
 
(bw)     Permitted Transfer.  "Permitted Transfer" means any one or 
more of the following:  (1) the creation or conveyance of 
rights and interests under the Participation Agreement in favor 
of Landlord's Parent or Participants; (2) subject to the last 
sentence of subparagraph 11.(d), any assignment or conveyance 
by Landlord of any lien or security interest against the Leased 
Property (in contrast to a conveyance of Landlord's fee estate 
in the Leased Property) or of any interest in Rent, payments 
required by the Purchase Agreement or payments to be generated 
from the Leased Property after the Term, to any present or 
future Participant or to any Affiliate of Landlord; (3) any 
agreement to exercise or refrain from exercising rights or 
remedies hereunder or under the Purchase Documents or the 
Environmental Indemnity made by Landlord with any present or 
future Participant or Affiliate of Landlord; (4) any assignment 
or conveyance by Landlord requested by Tenant or required by 
any Permitted Encumbrance, by the Purchase Agreement or by 
Applicable Laws; (5) any assignment or conveyance by Landlord 
when an Event of Default shall have occurred and be continuing; 
or (6) any assignment or conveyance by Landlord after the 
Designated Sale Date.
 
(bx)     Person.  "Person" means an individual, a corporation, a 
partnership, an unincorporated organization, an association, a 
joint stock company, a joint venture, a trust, an estate, a 
government or agency or political subdivision thereof or other 
entity, whether acting in an individual, fiduciary or other 
capacity.
 
(by)     Plan.  "Plan" means at any time an employee pension 
benefit plan which is covered under Title IV of ERISA or 
subject to the minimum funding standards under Section 412 of 
the Code and is either (i) maintained by Tenant or any 
Subsidiary for employees of Tenant or any Subsidiary or 
(ii) maintained pursuant to a collective bargaining agreement 
or any other arrangement under which more than one employer 
makes contributions and to which Tenant or any Subsidiary is 
then making or accruing an obligation to make contributions or 
has within the preceding five plan years made contributions.
 
(bz)     Pledge Agreement.  "Pledge Agreement" means the Pledge 
Agreement dated as of the date hereof between Landlord and 
Tenant, pursuant to which Tenant may pledge certificates of 
deposit and/or securities as security for Tenant's obligations 
under the Purchase Agreement (and for the corresponding 
obligations of Landlord to the Participants under the 
Participation Agreement), as such Pledge Agreement may be 
extended, supplemented, amended, restated or otherwise modified 
from time to time in accordance with its terms.
 
(ca)    Prime Rate.  "Prime Rate" means the prime interest 
rate or equivalent charged by Landlord's Parent in the United 
States as announced or published by Landlord's Parent from time 
to time, which need not be the lowest interest rate charged by 
Landlord's Parent.  If for any reason Landlord's Parent does 
not announce or publish a prime rate or equivalent, the prime 
rate or equivalent announced or published by ABN AMRO Bank N.V. 
or Credit Commercial de France as selected by Landlord shall be 
used as the Prime Rate.  The prime rate or equivalent announced 
or published by such bank need not be the lowest rate charged 
by it.  The Prime Rate may change from time to time after the 
date hereof without notice to Tenant as of the effective time 
of each change in rates described in this definition.
 
(cb)    Purchase Agreement.  "Purchase Agreement" means the 
Purchase Agreement dated as of the date hereof between Landlord 
and Tenant pursuant to which Tenant has agreed to purchase or 
to arrange for the purchase by a third party of the Leased 
Property, as such Purchase Agreement may be extended, 
supplemented, amended, restated or otherwise modified from time 
to time in accordance with its terms. 
 
(cc)    Purchase Documents.  "Purchase Documents" means 
collectively the Purchase Agreement, the Pledge Agreement, and 
the Custodial Agreement.
 
(cd)    Purchase Price.  "Purchase Price" shall have the 
meaning assigned to it in the Purchase Agreement.
 
(ce)    Qualified Payments.  "Qualified Payments" means all 
payments received by Landlord from time to time during the Term 
from any party (1) under any casualty insurance policy as a 
result of damage to the Leased Property, (2) as compensation 
for any restriction placed upon the use or development of the 
Leased Property or for the condemnation of the Leased Property 
or any portion thereof, (3) because of any judgment, decree or 
award for injury or damage to the Leased Property or (4) under 
any title insurance policy or otherwise as a result of any 
title defect or claimed title defect with respect to the Leased 
Property; provided, however, that (x) in determining Qualified 
Payments, there shall be deducted all expenses and costs of 
every kind, type and nature (including taxes and Attorneys' 
Fees) incurred by Landlord with respect to the collection of 
such payments, (y) Qualified Payments shall not include any 
payment to Landlord by a Participant or an Affiliate of 
Landlord that is made to compensate Landlord for the 
Participant's or Affiliate's share of any Losses Landlord may 
incur as a result of any of the events described in the 
preceding clauses (1) through (4) and (z) Qualified Payments 
shall not include any payments received by Landlord that 
Landlord has paid to Tenant for the restoration or repair of 
the Leased Property or that Landlord is holding as Escrowed 
Proceeds.  For purposes of  computing the total Qualified 
Payments (and other amounts dependent upon Qualified Payments, 
such as Stipulated Loss Value and the Outstanding Construction 
Allowance) paid to or received by Landlord as of any date, 
payments described in the preceding clauses (1) through (4) 
will be considered as Escrowed Proceeds, not Qualified 
Payments, until they are actually applied as Qualified Payments 
by Landlord, which Landlord will do upon the first Advance Date 
or Base Rent Date which is at least three (3) Business Days 
after Landlord's receipt of the same unless postponement of 
such application is required by other provisions of this Lease 
or consented to by Tenant in writing.  Thus, for example, 
condemnation proceeds actually received by Landlord in the 
middle of a Base Rent Period will not be considered as having 
been received by Landlord for purposes of computing the total 
Qualified Payments unless and until actually applied by 
Landlord as a Qualified Payment on a subsequent Base Rent Date 
in accordance with Paragraph 4 below.  (Landlord shall have no 
obligation to readvance any portion of the Outstanding 
Construction Allowance reduced by Qualified Payments.)
 
(cf)    Qualifying Security Interest.  "Qualifying Security 
Interest" means a first priority perfected security interest 
under the Pledge Agreement which is sufficient, for purposes of 
the laws and regulations which govern minimum amounts of 
capital that Landlord and Participants or their affiliates must 
maintain, to permit them to assign a risk weighting of no more 
than twenty percent to a portion of their collective investment 
in the Leased Property equal to the Value (as defined in and 
determined in accordance with the Pledge Agreement) of the 
Collateral encumbered by such an interest.
 
(cg)    Remaining Proceeds.  "Remaining Proceeds" shall have 
the meaning assigned to it in subparagraph 4.(a)(ii).
 
(ch)    Rent.  "Rent" means the Base Rent and all Additional Rent.
 
(ci)    Responsible Financial Officer.  "Responsible 
Financial Officer" means the chief financial officer, the 
controller, the treasurer or the assistant treasurer of Tenant.
 
(cj)    Scope Change.  A "Scope Change" means a material 
addition to, deletion from or other modification to the 
quality, function or capacity of the Designated Improvements as 
delineated in Exhibit H or in any plans and specifications 
therefor previously approved by Landlord, but shall not include 
refinement, correction and detailing by Tenant or Tenant's 
architects or contractors from time to time.  As used in this 
definition, a "material" change shall mean any change that (a) 
is reasonably likely to substantially reduce the fair market 
value of the Leased Property (after completion of the 
Designated Improvements), or (b) will change the general 
character of the Designated Improvements from that described in 
Exhibit H.
 
(ck)    Securities Collateral.  "Securities Collateral" shall 
have the meaning assigned to it in the Pledge Agreement.
 
(cl)    Securities Collateral Percentage.  "Securities 
Collateral Percentage" for each Period means the Securities 
Collateral Percentage for such Period (as defined in and 
determined in accordance with the Pledge Agreement); provided, 
however, for purposes of this Lease, the Securities Collateral 
Percentage:
 
(i)     for any Period ending on or prior to the Last Advance 
Date shall be zero; and
 
(ii)    for any Period ending after the Last Advance Date 
shall not exceed the lesser of

			(A) one minus the Certificate of 
Deposit Collateral Percentage for such Period, or

			(B) a fraction, the numerator of which 
fraction shall equal the Value (as defined below) of 
all Securities Collateral that is, on the first day 
of such Period, held by the Custodian under the 
Custodial Agreement, subject to a Qualifying Security 
Interest and free from claims or security interests 
held or asserted by any third party, and the 
denominator of which fraction shall equal the 
Stipulated Loss Value on the first day of such Period 
(computed after the subtraction of any Qualified 
Payments applied on such first day).  "Value" means, 
for purposes of determining the Securities Collateral 
Percentage under this definition for each Period, the 
Value (as defined in and determined in accordance 
with the Pledge Agreement) on the Valuation Date (as 
defined in the Custodial Agreement) upon which such 
Period commences or, if such Period does not commence 
upon a Valuation Date, on the most recent Valuation 
Date prior to the commencement of such Period.

(cm)    Spread.  The "Spread" on any date will depend upon a 
computation involving (a) the rating by Standard and Poor's 
Corporation (the "S&P Rating") or the rating by Moody's 
Investor Service, Inc. (the "Moody's Ratings"), whichever 
rating is higher, of Tenant's senior, unsecured debt on that 
date (whether such ratings are express or published, implied 
ratings), and (b) the Debt to Capital Ratio (as defined below) 
on that date, such computation to be as follows:

(i)     If (1) there is no S&P Rating for the senior, 
unsecured debt of Tenant (express or published, implied) 
or the S&P Rating is below BBB-, AND (2) there is no 
Moody's Rating for senior, unsecured debt of Tenant 
(express or published, implied) or the Moody's Rating is 
below Baa3, AND (3) the Debt to Capital Ratio is greater 
than 0.30, then the Spread will be sixty basis points 
(.600%). 

(ii)    If (1) the S&P Rating is BBB-, OR (2) the Moody's 
Rating is Baa3, OR (3) the Debt to Capital Ratio is equal 
to or less than 0.30 and more than 0.15, and if Tenant 
does not qualify for a lower Spread pursuant to clause 
(iii), (iv) or (v) below, then the Spread will be forty-
five basis points (.450%).

(iii)   If (1) the S&P Rating is BBB, OR (2) the Moody's 
Rating is Baa2, OR (3) the Debt to Capital Ratio is equal 
to or less than 0.15, and if Tenant does not qualify for a 
lower Spread pursuant to clause (iv) or (v) below, then 
the Spread will be thirty-seven and one-half basis points 
(.375%).

(iv)    If (1) the S&P Rating is BBB+, OR (2) the Moody's 
Rating is Baa1, and if Tenant does not qualify for a lower 
Spread pursuant to clause (v) below, then the Spread will 
be thirty basis points (.300%).

(v)     If (1) the S&P Rating is above BBB+, OR (2) the 
Moody's Rating is above Baa1, then the Spread will be 
twenty-seven and one-half basis points (.275%).

For purposes of calculating the Spread, "Debt to Capital Ratio" 
means the quotient determined by dividing (A) funded Senior 
Debt (as defined in subparagraph 9.(ac)(ii)), by (B) the total 
Capitalization (as defined in subparagraph 9.(ac)(ii)), 
including Subordinated Debt (as defined in 
subparagraph 9.(ac)(ii)).  The parties believe it improbable 
that the ratings systems used by Standard and Poor's 
Corporation and by Moody's Investor Service, Inc. will be 
discontinued or changed, but if such ratings systems are 
discontinued or changed, Landlord shall be entitled to select 
and use a comparable ratings systems as a substitute for the 
S&P Rating or the Moody Rating, as the case may be, for 
purposes of determining the Spread.  All determinations of the 
Spread by Landlord shall, in the absence of clear and 
demonstrable error, be binding and conclusive for purposes of 
this Lease.  Further Landlord may, but shall not be required, 
to rely on the determination of the Spread set forth in any 
certificate delivered by Tenant pursuant to 
subparagraph 9.(w)(iv) below, and no reduction in the Spread 
will be effective because of an improvement in the S&P Rating, 
the Moody's Rating or the Debt to Capital Ratio before Tenant 
has notified Landlord thereof by delivery of such a 
certificate.

(cn)    Stipulated Loss Value.  "Stipulated Loss Value" means 
at any time the amount equal to (1) the Initial Investment PLUS 
(2) the Outstanding Construction Allowance at such time, LESS 
(3) the aggregate amount (if any) of Qualified Payments paid to 
Landlord in excess of any Qualified Payments deducted in the 
computation of such Outstanding Construction Allowance.  Under 
no circumstances will any payment of Base Rent, the Upfront 
Fee, Commitment Fees or Administrative Fees reduce Stipulated 
Loss Value.
 
(co)    Subsidiary.  "Subsidiary" means any corporation of 
which Tenant and/or its other Subsidiaries own, directly or 
indirectly, such number of outstanding shares as have more than 
50% of the ordinary voting power for the election of directors.
 
(cp)    Tenant's Knowledge.  "Tenant's knowledge," "to the 
knowledge of Tenant" and words of like effect means the actual 
knowledge (with due investigation) of any of the following 
employees of Tenant: Alan Groves, Vice President and Corporate 
Controller; Christopher B. Paisley, Chief Financial Officer; 
Abe Darwish, Vice President of Worldwide Real Estate and Site 
Services; and Paul Murray, Director of Worldwide Safety and 
Environmental Health.  However, to the extent Tenant's 
knowledge after the date hereof may become relevant hereunder 
or under any certificate or other notice provided by Tenant to 
Landlord in connection with this Lease, "Tenant's knowledge" 
and words of like effect shall include the then actual 
knowledge of other employees of Tenant (if any) that have 
assumed responsibilities of the current employees listed in the 
preceding sentence or that have replaced such current 
employees.  But none of the employees of Tenant whose knowledge 
is now or may hereafter be relevant shall be personally liable 
for the representations of Tenant made herein.
 
(cq)    Term.  "Term" shall have the meaning assigned to it 
in Paragraph 2 below.
 
(cr)    Unfunded Benefit Liabilities.  "Unfunded Benefit 
Liabilities" means, with respect to any Plan, the amount (if 
any) by which the present value of all benefit liabilities 
(within the meaning of Section 4001(a)(16) of ERISA) under the 
Plan exceeds the fair market value of all Plan assets allocable 
to such benefit liabilities, as determined on the most recent 
valuation date of the Plan and in accordance with the 
provisions of ERISA for calculating the potential liability of 
Tenant or any ERISA Affiliate of Tenant under Title IV of 
ERISA.
 
(cs)    Upfront Fee.  "Upfront Fee" shall have the meaning 
assigned to it in subparagraph 3.(b).
 
(ct)    Voluntary Minimum Pledge Commitment.  "Voluntary 
Minimum Pledge Commitment" means an agreement in form and 
substance reasonably satisfactory to Landlord and the other 
parties to the Pledge Agreement which Tenant may elect to 
execute in connection with a casualty, condemnation or sale in 
lieu of condemnation affecting the Leased Property and which 
modifies the Pledge Agreement by establishing a Minimum 
Collateral Percentage (as defined therein) sufficient to 
require Tenant to maintain Collateral under the Pledge 
Agreement with a value of no less than the insurance, 
condemnation or sale proceeds paid or to be paid because of the 
casualty, condemnation or sale in lieu of condemnation until 
Tenant has completed any related repairs or restoration 
required by this Lease.
 
(cu)    Other Terms and References.  Words of any gender used 
in this Lease shall be held and construed to include any other 
gender, and words in the singular number shall be held to 
include the plural and vice versa, unless the context otherwise 
requires.  References herein to Paragraphs, subparagraphs or 
other subdivisions shall refer to the corresponding Paragraphs, 
subparagraphs or subdivisions of this Lease, unless specific 
reference is made to another document or instrument.  
References herein to any Schedule or Exhibit shall refer to the 
corresponding Schedule or Exhibit attached hereto, which shall 
be made a part hereof by such reference.  All capitalized terms 
used in this Lease which refer to other documents shall be 
deemed to refer to such other documents as they may be renewed, 
extended, supplemented, amended or otherwise modified from time 
to time, provided such documents are not renewed, extended or 
modified in breach of any provision contained herein or therein 
or, in the case of any other document to which Landlord is a 
party or of which Landlord is an intended beneficiary, without 
the consent of Landlord.  All accounting terms not specifically 
defined herein shall be construed in accordance with GAAP.  The 
words "this Lease", "herein", "hereof", "hereby", "hereunder" 
and words of similar import refer to this Lease as a whole and 
not to any particular subdivision unless expressly so limited. 
The phrases "this Paragraph" and "this subparagraph" and 
similar phrases refer only to the Paragraphs or subparagraphs 
hereof in which the phrase occurs.  Unless required by the 
context in which it is used, the word "or" is not exclusive.  
Other capitalized terms are defined in the provisions that 
follow.
 
2.      Term.  The term of this Lease (herein called the "Term") 
shall commence on and include the effective date hereof, and 
end at 8:00 A.M. on the first Business Day of August, 2002, 
unless extended or sooner terminated as herein provided.  
Notwithstanding any other provision of this Lease which may 
expressly restrict the early termination hereof, and provided 
that Tenant is still in possession of the Leased Property and 
has not breached its obligation to make or have made any 
payment required by Paragraph 2 of the Purchase Agreement on 
any prior Designated Sale Date, Tenant may notify Landlord of 
Tenant's election to terminate this Lease before the first 
Business Day of August, 2002, by giving Landlord an irrevocable 
notice of such election and of the effective date of the 
termination, which notice must be given (if at all) at least 
sixty (60) days prior to the effective date of the termination. 
If Tenant elects to so terminate this Lease, then on the date 
on which this Lease is to be terminated, not only must Tenant 
pay all unpaid Rent, Tenant must also pay any Breakage Costs 
resulting from the termination and must satisfy its obligations 
under the Purchase Agreement.  The payment of any unpaid Rent 
and Breakage Costs and the satisfaction of Tenant's obligations 
under the Purchase Agreement shall be conditions precedent to 
the effectiveness of any early termination of this Lease by 
Tenant.

	The Term may be extended at the option of Tenant for two 
successive periods of five (5) years each; provided, however, 
that prior to any such extension the following conditions must 
have been satisfied: (A) at least one hundred eighty (180) days 
prior to the commencement of any such extension, Landlord and 
Tenant must have agreed in writing upon, and received the 
written consent and approval of Landlord's Parent and all other 
Participants to (1) a corresponding extension of the date 
specified in clause (iii) of the definition of Designated Sale 
Date in the Purchase Agreement, and (2) an adjustment to the 
Rent that Tenant will be required to pay for the extension, it 
being expected that the Rent for the extension may be different 
than the Rent required for the original Term, and it being 
understood that the Rent for any extension must in all events 
be satisfactory to both Landlord and Tenant, each in its sole 
and absolute discretion; (B) there must be no Event of Default 
continuing hereunder at the time of Tenant's exercise of its 
option to extend; and (C) immediately prior to any such 
extension, this Lease must remain in effect.  With respect to 
the condition that Landlord and Tenant must have agreed upon 
the Rent required for any extension of the Term, neither Tenant 
nor Landlord is willing to submit itself to a risk of liability 
or loss of rights hereunder for being judged unreasonable.  
Accordingly, both Tenant and Landlord hereby disclaim any 
obligation express or implied to be reasonable in negotiating 
the Rent for any such extension.  Subject to the changes to the 
Rent payable during any extension of the Term as provided in 
this Paragraph, if Tenant exercises its option to extend the 
Term as provided in this Paragraph, this Lease shall continue 
in full force and effect, and the leasehold estate hereby 
granted to Tenant shall continue without interruption and 
without any loss of priority over other interests in or claims 
against the Leased Property that may be created or arise after 
the date hereof and before the extension.

3.      Rental.
 
(a)     Base Rent.  Tenant shall pay Landlord rent (herein called 
"Base Rent") in arrears, in currency that at the time of 
payment is legal tender for public and private debts in the 
United States of America, in installments on each Base Rent 
Date through the end of the Term.  Each payment of Base Rent 
must be received by Landlord no later than 12:00 noon (San 
Francisco time) on the date it becomes due; if received after 
12:00 noon it will be considered for purposes of this Lease as 
received on the next following Business Day.  Each installment 
of Base Rent shall represent rent allocable to the Base Rent 
Period (or portion thereof) ending on the date on which the 
installment is due.  Landlord shall notify Tenant in writing of 
the Base Rent due for each Base Rent Period at least fifteen 
(15) days prior to the Base Rent Date on which such period 
ends.  Any failure by Landlord to so notify Tenant shall not 
constitute a waiver of Landlord's right to payment, but absent 
such notice Tenant shall not be in default for any underpayment 
resulting therefrom if Tenant, in good faith, reasonably 
estimates the payment required, makes a timely payment of the 
amount so estimated and corrects any underpayment within three 
(3) Business Days after being notified by Landlord of the 
underpayment.

	For all Base Rent Periods subject to a LIBOR Period 
Election of one month, two months or three months, Base Rent 
shall be due in one installment on the Base Rent Date upon 
which the Base Rent Period ends.  For Base Rent Periods subject 
to a LIBOR Period Election of six months, Base Rent shall be 
payable in two installments, with the first installment 
becoming due on the Base Rent Date that occurs on the first 
Business Day of the third calendar month following the 
commencement of such Base Rent Period, and with the second 
installment becoming due on the Base Rent Date upon which the 
Base Rent Period ends.  Notwithstanding the foregoing, if 
Tenant or any Applicable Purchaser purchases Landlord's 
interest in the Property pursuant to the Purchase Agreement, 
any accrued unpaid Base Rent and all outstanding Additional 
Rent shall be due on the date of purchase in addition to the 
purchase price and other sums due Landlord under the Purchase 
Agreement.

	The Base Rent for each Base Rent Period shall equal the 
sum of:

	(1) (A) Stipulated Loss Value on the first day of 
such Base Rent Period, times (B) one minus the sum of the 
Certificate of Deposit Collateral Percentage for such Base 
Rent Period and the Securities Collateral Percentage for 
such Base Rent Period, times (C) the sum of (i) the 
Effective Rate for such Base Rent Period and (ii) the 
Spread calculated on the tenth (10th) Business Day prior 
to the day upon which such Base Rent Period commences, 
times (D) the number of days in such Base Rent Period, 
divided by (E) three hundred sixty (360); PLUS

	(2) (A) Stipulated Loss Value on the first day of 
such Base Rent Period, times (B) the Certificate of 
Deposit Collateral Percentage for such Base Rent Period, 
times (C) twenty-two and one-half basis points (22.5/100 
of 1%), times (D) the number of days in such Base Rent 
Period, divided by (E) three hundred sixty (360); PLUS

	(3) (A) Stipulated Loss Value on the first day of 
such Base Rent Period, times (B) the Securities Collateral 
Percentage for such Base Rent Period, times (C) the sum of 
(i) the Effective Rate for such Base Rent Period and (ii) 
twenty-two and one-half basis points (22.5/100 of 1%), 
times (D) the number of days in such Base Rent Period, 
divided by (E) three hundred sixty (360).

	To ease the administrative burden of this Lease and the 
Pledge Agreement, clause (2) in the formula above for 
calculating Base Rent reflects a reduction in the Base Rent 
equal to the interest that would accrue on any Cash Collateral 
required by the Pledge Agreement from time to time if the 
Accounts (as defined in the Pledge Agreement) bore interest at 
the Effective Rate.  Landlord has agreed to such reduction in 
the Base Rent to provide Tenant with the economic equivalent of 
interest on such Cash Collateral, and in return Tenant has 
agreed to the provisions of the Pledge Agreement that excuse 
the actual payment of interest on the Accounts.  By 
incorporating such reduction of Base Rent into the formula 
above, and by providing for noninterest bearing Accounts in the 
Pledge Agreement, the parties will avoid an unnecessary and 
cumbersome periodic exchange of equal payments.  It is not, 
however, the intent of Landlord or Tenant to understate Base 
Rent or interest for financial reporting purposes.  
Accordingly, for purposes of determining Tenant's compliance 
with the affirmative financial covenants set forth in 
subparagraph 9.(ac), and for purposes of any financial reports 
that this Lease requires of Tenant from time to time, Tenant 
may report Base Rent as if there had been no such reduction and 
as if the Cash Collateral from time to time required by the 
Pledge Agreement had been maintained in Accounts bearing 
interest at the Effective Rate.

	Assume, only for the purpose of illustration of the 
calculation of Base Rent: that after the Carrying Costs Accrual 
Termination Date, a hypothetical Base Rent Period contains 
exactly ninety (90) days; that, after taking into account all 
Qualified Payments, the Stipulated Loss Value on the first day 
of such Base Rent Period is $50,000,000; that the Certificate 
of Deposit Collateral Percentage for such Base Rent Period is 
twenty percent (20%); that the Securities Collateral Percentage 
for such Base Rent Period is thirty percent (30%); that the 
Effective Rate for the applicable Base Rent Period is 5.5%; and 
that the Spread for the applicable Base Rent Period is 0.5%.  
Under such assumptions, the Base Rent for the hypothetical Base 
Rent Period will equal:

		$50,000,000 x 50% x (5.5% + 0.5%) x 90/360, 
or $375,000, PLUS
		$50,000,000 x 20% x .225% x 90/360, or 
$5,625, PLUS
		$50,000,000 x 30% x (5.5% + .225%) x 
90/360, or $214,687.5, = $595,312.5

(b)     Upfront Fee.  Upon execution and delivery of this Lease by 
Landlord, Tenant shall pay Landlord an upfront fee (the 
"Upfront Fee") as provided in the letter dated July 10, 1997 
from Landlord to Tenant, which Tenant executed and returned to 
Landlord to indicate (among other things) Tenant's willingness 
to proceed with negotiations for this Lease (the "Nonbinding 
Term Sheet").  (Tenant shall, however, be entitled to an 
appropriate credit against the Upfront Fee for the deposit 
already paid by Tenant as provided in the Nonbinding Term 
Sheet.)  The Upfront Fee shall represent Additional Rent for 
the first Base Rent Period.
 
(c)     Commitment Fees.  For each Construction Period, Tenant 
shall pay Landlord a fee (herein called a "Commitment Fee") 
equal to (1) twelve and one-half basis points (12.5/100 of 1%), 
times (2) the difference at the end of the first day of such 
Construction Period between (A) the Maximum Construction 
Allowance and (B) the sum (computed without deduction for any 
Qualified Payments) of all Construction Advances made by or on 
behalf of Landlord under this Lease and all Carrying Costs that 
have been added to and made a part of the Outstanding 
Construction Allowance, times (3) the number of days in such 
Construction Period, divided by (4) three hundred sixty (360). 
 Tenant shall pay Commitment Fees in arrears on the first 
Business Day of February, May, August and November of each 
calendar year, beginning with the first Business Day in 
November, 1997 and continuing regularly thereafter to and 
including the first of such Business Days to fall on or after 
the Last Advance Date; provided that if any of such dates does 
not fall on a Business Day, the payment of Commitment Fees 
otherwise then due shall become due on the next following 
Business Day; and provided, further, if any Commitment Fees 
shall have accrued and remain unpaid on the Designated Sale 
Date, such accrued unpaid Commitment Fees shall be due on the 
Designated Sale Date.
 
(d)     Administrative Agency Fees.   Upon execution and delivery 
of this Lease by Landlord, and again on each anniversary of the 
date hereof, Tenant shall pay to Landlord an administrative 
agency fee (an "Administrative Fee") in the amount equal to one 
third of the total per annum administrative agency fees 
specified in the Nonbinding Term Sheet.  Each Administrative 
Fee shall represent Additional Rent for the Construction Period 
or Base Rent Period during which it is paid.
 
(e)     Additional Rent.  All amounts which Tenant is required to 
pay to or on behalf of Landlord pursuant to this Lease, 
together with every charge, premium, interest and cost set 
forth herein which may be added for nonpayment or late payment 
thereof, shall constitute rent (all such amounts, other than 
Base Rent, are herein called "Additional Rent").
 
(f)     Interest and Order of Application.  All Rent shall bear 
interest, if not paid when first due, at the Default Rate in 
effect from time to time from the date due until paid; 
provided, that nothing herein contained will be construed as 
permitting the charging or collection of interest at a rate 
exceeding the maximum rate permitted under Applicable Laws.  
Landlord shall be entitled to apply any amounts paid by or on 
behalf of Tenant hereunder against any Rent then past due in 
the order the same became due or in such other order as 
Landlord may elect.
 
(g)     Net Lease.  It is the intention of Landlord and Tenant 
that the Base Rent and all other payments herein specified 
shall be absolutely net to Landlord.  Tenant shall pay all 
costs, expenses and obligations of every kind relating to the 
Leased Property or this Lease which may arise or become due, 
including, without limitation: (i) Impositions, including any 
taxes payable by virtue of Landlord's receipt of amounts paid 
to or on behalf of Landlord in accordance with this 
subparagraph 3.(g), but not including any Excluded Taxes; (ii) 
any Capital Adequacy Charges; (iii) any amount for which 
Landlord is or becomes liable with respect to the Permitted 
Encumbrances; and (iv) any costs incurred by Landlord 
(including Attorneys' Fees) because of Landlord's acquisition 
or ownership of the Leased Property or because of this Lease or 
the transactions contemplated herein.
 
(h)     No Demand or Setoff.  The Base Rent and all Additional 
Rent shall be paid without notice or demand and without 
abatement, counterclaim, deduction, setoff or defense, except 
as expressly provided herein.
 
(i)     Overdrawn Allowance.  On any Advance Date on which (1) the 
Outstanding Construction Allowance (including any Carrying 
Costs added thereto on such Advance Date), plus any Qualified 
Payments that have been applied to reduce the Outstanding 
Construction Allowance on or prior to such Advance Date, exceed 
(2) the Maximum Construction Allowance, Tenant shall pay to 
Landlord the amount of such excess.  Each payment required by 
this subparagraph must be received by Landlord no later than 
12:00 noon (San Francisco time) on the Advance Date it becomes 
due; if received after 12:00 noon it will be considered for 
purposes of this Lease as received on the next following 
Business Day.  Landlord shall notify Tenant in writing of any 
payment due pursuant to this subparagraph at least fifteen (15) 
days prior to the Advance Date upon which it becomes due.  Any 
failure by Landlord to so notify Tenant shall not constitute a 
waiver of Landlord's right to payment, but absent such notice 
Tenant shall not be in default for any underpayment resulting 
therefrom if Tenant, in good faith, reasonably estimates the 
payment required, makes a timely payment of the amount so 
estimated and corrects any underpayment within three (3) 
Business Days after being notified by Landlord of the 
underpayment.  Nothing in this subparagraph shall be construed 
to require Landlord to make Construction Advances which could 
result in payments required by this subparagraph.
 
4.      Insurance and Condemnation Proceeds.
 
(a)     Subject to Landlord's rights under this Paragraph 4, and 
so long as no Event of Default shall have occurred and be 
continuing, Tenant shall be entitled to use all casualty 
insurance and condemnation proceeds payable with respect to the 
Leased Property during the Term for the restoration and repair 
of the Leased Property or any remaining portion thereof.  
Except as provided in the last sentence of subparagraph 9.(r) 
and the last sentence of subparagraph 9.(s), all insurance and 
condemnation proceeds received with respect to the Leased 
Property (including proceeds payable under any insurance policy 
covering the Leased Property which is maintained by Tenant) 
shall be paid to Landlord and applied as follows:
 
(i)     First, such proceeds shall be used to reimburse 
Landlord for any costs and expenses, including Attorneys' 
Fees, incurred in connection with the collection of such 
proceeds.
 
(ii)    Second, the remainder of such proceeds (the 
"Remaining Proceeds"), shall be held by Landlord as 
Escrowed Proceeds and applied to reimburse Tenant for the 
actual cost of the repair, restoration or replacement of 
the Leased Property.  However, any Remaining Proceeds not 
needed for such purpose shall be applied by Landlord as 
Qualified Payments after Tenant notifies Landlord that 
they are not needed for repairs, restoration or 
replacement. 

Notwithstanding the foregoing, if an Event of Default shall 
have occurred and be continuing, then Landlord shall be 
entitled to receive and collect insurance or condemnation 
proceeds payable with respect to the Leased Property, and 
either, at the discretion of Landlord, (A) hold such proceeds 
as Escrowed Proceeds until paid to Tenant as reimbursement for 
the actual and reasonable cost of repairing, restoring or 
replacing the Leased Property when Tenant has completed such 
repair, restoration or replacement, or (B) apply such proceeds 
(net of the deductions described in clause (i) above) as 
Qualified Payments.

(b)     Any Remaining Proceeds held by Landlord as Escrowed 
Proceeds shall be deposited by Landlord in an interest bearing 
account as provided in the definition of Escrowed Proceeds and 
shall be paid to Tenant upon completion of the applicable 
repair, restoration or replacement and upon compliance by 
Tenant with such terms, conditions and requirements as may be 
reasonably imposed by Landlord, but in no event shall Landlord 
be required to pay any Escrowed Proceeds to Tenant in excess of 
the actual cost to Tenant of the applicable repair, restoration 
or replacement, it being understood that Landlord may retain 
any such excess as a Qualified Payment.  In any event, Tenant 
will not be entitled to any abatement or reduction of the Base 
Rent or any other amount due hereunder except to the extent 
that such excess Remaining Proceeds result in Qualified 
Payments which reduce Stipulated Loss Value (and thus payments 
computed on the basis of Stipulated Loss Value) as provided in 
the definitions set out above.  Further, notwithstanding the 
inadequacy of the Remaining Proceeds held by Landlord as 
Escrowed Proceeds, if any, or anything herein to the contrary, 
Tenant must, after any taking of less than all or substantially 
all of the Leased Property by condemnation and after any damage 
to the Leased Property by fire or other casualty, restore or 
improve the Leased Property or the remainder thereof to a value 
no less than Stipulated Loss Value (computed after the 
application of any Remaining Proceeds as a Qualified Payment) 
and to a safe and sightly condition.  Any taking of so much of 
the Leased Property as, in Landlord's reasonable judgment, 
makes it impracticable to restore or improve the remainder 
thereof as required by the preceding sentence shall be 
considered a taking of substantially all the Leased Property 
for purposes of this Paragraph 4.
 
(c)     In the event of any taking of all or substantially all of 
the Leased Property, Landlord shall be entitled to apply all 
Remaining Proceeds as a Qualified Payment, notwithstanding the 
foregoing. In addition, if Stipulated Loss Value immediately 
prior to any taking of all or substantially all of the Leased 
Property by condemnation exceeds the sum of the Remaining 
Proceeds resulting from such condemnation, then Landlord shall 
be entitled to recover the excess from Tenant upon demand as an 
additional Qualified Payment, whereupon this Lease shall 
terminate.
 
(d)     Nothing herein contained shall be construed to prevent 
Tenant from obtaining and applying as it deems appropriate any 
separate award from any condemning authority or from any 
insurer for a taking of or damage to Tenant's personal property 
not included in the Leased Property or for moving expenses or 
business interruption, provided, such award is not combined 
with and does not reduce the award for any taking of the Leased 
Property, including Tenant's interest therein.  Further, 
notwithstanding anything to the contrary herein contained, if 
Remaining Proceeds held by Landlord during the term of this 
Lease shall exceed Stipulated Loss Value and any Rent payable 
by Tenant, then Tenant may get the excess by terminating this 
Lease in accordance with Paragraph 2 and purchasing such excess 
(which will then be held by Landlord as Escrowed Proceeds), 
together with any remaining interest of Landlord in the Leased 
Property, pursuant to the Purchase Agreement. 
 
(e)     Landlord and Tenant each waive any right of recovery 
against the other, and the other's agents, officers or 
employees, for any damage to the Leased Property or to the 
personal property situated from time to time in or on the 
Leased Property resulting from fire or other casualty covered 
by a valid and collectible insurance policy; provided, however, 
that the waiver set forth in this subparagraph 4.(e) shall be 
effective insofar, but only insofar, as compensation for such 
damage or loss is actually recovered by the waiving party (net 
of costs of collection) under the policy notwithstanding the 
waivers set out in this paragraph.  Tenant shall cause the 
insurance policies required of Tenant by this Lease to be 
properly endorsed, if necessary, to prevent any loss of 
coverage because of the waivers set forth in this paragraph.  
If such endorsements are not available, the waivers set forth 
in this paragraph shall be ineffective to the extent that such 
waivers would cause required insurance with respect to the 
Leased Property to be impaired.
 
5.      No Lease Termination.
 
(a)     Status of Lease.  Except as expressly provided herein, 
this Lease shall not terminate, nor shall Tenant have any right 
to terminate this Lease, nor shall Tenant be entitled to any 
abatement of the Rent, nor shall the obligations of Tenant 
under this Lease be excused, for any reason whatsoever, 
including without limitation any of the following: (i) any 
damage to or the destruction of all or any part of the Leased 
Property from whatever cause, (ii) the taking of the Leased 
Property or any portion thereof by eminent domain or otherwise 
for any reason, (iii) the prohibition, limitation or 
restriction of Tenant's use of all or any portion of the Leased 
Property or any interference with such use by governmental 
action or otherwise, (iv) any eviction of Tenant or of anyone 
claiming through or under Tenant by paramount title or 
otherwise (provided, if Tenant is wrongfully evicted by 
Landlord or by any third party lawfully claiming through or 
under Landlord, other than Tenant or a third party claiming 
through or under Tenant, then Tenant will have the remedies 
described in Paragraph 15 below), (v) any default on the part 
of Landlord under this Lease or under any other agreement to 
which Landlord and Tenant are parties, (vi) the inadequacy in 
any way whatsoever of the design or construction of any 
improvements included in the Leased Property, it being 
understood that Landlord has not made and will not make any 
representation express or implied as to the adequacy thereof, 
or (vii) any other cause whether similar or dissimilar to the 
foregoing, any existing or future law to the contrary 
notwithstanding.  It is the intention of the parties hereto 
that the obligations of Tenant hereunder shall be separate and 
independent of the covenants and agreements of Landlord, that 
the Base Rent and all other sums payable by Tenant hereunder 
shall continue to be payable in all events and that the 
obligations of Tenant hereunder shall continue unaffected, 
unless the requirement to pay or perform the same shall have 
been terminated or limited pursuant to an express provision of 
this Lease.  However, nothing in this Paragraph shall be 
construed as a waiver by Tenant of any right Tenant may have at 
law or in equity to (i) recover monetary damages for any 
default under this Lease by Landlord that Landlord fails to 
cure within the period provided in Paragraph 15, (ii) 
injunctive relief in case of the violation, or attempted or 
threatened violation, by Landlord of any of the express 
covenants, agreements, conditions or provisions of this Lease, 
or (iii) a decree compelling performance of any of the express 
covenants, agreements, conditions or provisions of this Lease.
 
(b)     Waiver By Tenant.  Without limiting the foregoing, Tenant 
waives to the extent permitted by Applicable Laws, except as 
otherwise expressly provided herein, all rights to which Tenant 
may now or hereafter be entitled by law (including any such 
rights arising because of any implied "warranty of suitability" 
or other warranty under Applicable Laws) (i) to quit, terminate 
or surrender this Lease or the Leased Property or any part 
thereof or (ii) to any abatement, suspension, deferment or 
reduction of the Base Rent or any other sums payable under this 
Lease.
 
6.      Construction Allowance.
 
(a)     Advances; Outstanding Construction Allowance.
 
(i)     Subject to the conditions set forth below, Landlord 
shall make advances (herein called "Construction Advances") 
on Advance Dates from time to time as requested by Tenant to 
reimburse Tenant for the actual cost of making the Designated 
Improvements to the Leased Property and for any property 
taxes or assessments payable prior to the Last Advance Date 
with respect to the Leased Property.  In no event will 
Construction Advances which may be required of Landlord, when 
added to Carrying Costs accrued or projected by Landlord to 
accrue prior to the Carrying Costs Accrual Termination Date 
as described below, exceed the Maximum Construction 
Allowance.  Notwithstanding the foregoing, if for any reason 
Stipulated Loss Value (and thus the Outstanding Construction 
Allowance included as a component thereof) must be determined 
under this Lease as of any date between Advance Dates, the 
Outstanding Construction Allowance determined on such date 
shall equal the Outstanding Construction Allowance on the 
immediately preceding Advance Date computed in accordance 
with the preceding sentence, plus Carrying Costs accruing on 
and after such preceding Advance Date to but not including 
the date in question.
 
(ii)    Charges (herein collectively called "Carrying Costs") 
shall accrue as described below for each Construction Period 
ending on or prior to the Carrying Costs Accrual Termination 
Date, and will be added to (and thereafter be included in) 
the Outstanding Construction Allowance on the last day of 
such Construction Period (i.e., generally on the Advance Date 
upon which such Construction Period ends).
 
(iii)   For the first short Construction Period ending 
August 1, 1997, Carrying Costs shall equal the sum of 
Carrying Costs for all days during such period, and the 
Carrying Costs accruing for each day during such period shall 
equal (A) the Initial Investment, times (B) the sum of (i) 
the Effective Rate for such day and (ii) the Spread 
calculated on the date of this Lease, divided by (C) three 
hundred sixty (360).

	For each Construction Period after the first short 
Construction Period and prior to or ending on the Carrying 
Costs Accrual Termination Date, Carrying Costs shall equal:

		(1)(A) Stipulated Loss Value as of the first day 
of such Construction Period, times (B) one minus the 
Certificate of Deposit Collateral Percentage in effect 
during such Construction Period, times (C) the sum of 
(i) the Effective Rate in effect during such 
Construction Period and (ii) the Spread calculated on 
the tenth (10th) Business Day prior to the day upon 
which such Construction Period commences, times (D) the 
number of days in such Construction Period, divided by 
(E) three hundred sixty (360); PLUS

		(2)(A) Stipulated Loss Value as of the first day 
of such Construction Period, times (B) the Certificate 
of Deposit Collateral Percentage in effect during such 
Construction Period, times (C) twenty-two and one-half 
basis points (22.5/100 of 1%), times (D) the number of 
days in such Construction Period, divided by (E) three 
hundred sixty (360).

(iv)    To ease the administrative burden of this Lease and 
the Pledge Agreement, clause (2)(A) in the formula set forth 
in the preceding clause 6.(a)(iii) for calculating Carrying 
Costs reflects a reduction in the Carrying Costs equal to the 
interest that would accrue on any Cash Collateral required by 
the Pledge Agreement from time to time if the Accounts (as 
defined in the Pledge Agreement) bore interest at the 
Effective Rate.  Landlord has agreed to such reduction in the 
Carrying Costs to provide Tenant with the economic equivalent 
of interest on such Cash Collateral, and in return Tenant has 
agreed to the provisions of the Pledge Agreement that excuse 
the actual payment of interest on the Accounts.  By 
incorporating such reduction of Carrying Costs into the 
formula above, and by providing for noninterest bearing 
Accounts in the Pledge Agreement, the parties will avoid an 
unnecessary and cumbersome periodic exchange of equal 
payments.  It is not, however, the intent of Landlord or 
Tenant to understate Carrying Costs or interest for financial 
reporting purposes.  Accordingly, for purposes of determining 
Tenant's compliance with the affirmative financial covenants 
set forth in subparagraph 9.(ac), and for purposes of any 
financial reports that this Lease requires of Tenant from 
time to time, Tenant may report its financial statements as 
if there had been no such reduction and as if the Cash 
Collateral from time to time required by the Pledge Agreement 
had been maintained in Accounts bearing interest at the 
Effective Rate.
 
(b)     Designated Improvements.
 
(i)     Responsibility for Construction.  Tenant shall construct 
all Designated Improvements in a good and workmanlike manner, 
in accordance with (1) the descriptions and renderings 
attached as Exhibit H, (2) any Construction Documents for 
which Tenant has requested and obtained the written approval 
of Landlord or which Landlord has executed at the request of 
Tenant pursuant to Paragraph 10.(b) (though this clause (2) 
shall not be construed to require Tenant to get such approval 
or execution of Construction Documents by Landlord), (3) 
Applicable Laws, and (4) the other provisions of this Lease. 
 Further, except for building foundations, driveways, parking 
lots, sidewalks and other improvements which would not suffer 
damage by being submerged under flood waters, all Designated 
Improvements shall be constructed by Tenant above the 
elevation that the U.S. Army Corp of Engineers or any other 
governmental authority estimates as the highest elevation 
that 100 year flood waters could be expected to reach.  
Tenant shall have sole responsibility for contracting for and 
administering the construction of Designated Improvements, it 
being understood that Landlord's obligation with respect to 
the Designated Improvements shall be limited to the making of 
advances under and subject to the conditions set forth in 
this Paragraph 6.  No contractor or other third party shall 
be entitled to enforce Landlord's obligations to make 
advances as a third party beneficiary.  Notwithstanding 
delays beyond Tenant's control, and even if the Construction 
Allowance is not sufficient to pay for completion of 
Designated Improvements, Tenant warrants that it shall cause 
all Designated Improvements with respect to which it receives 
any Construction Advances to be completed on or prior to the 
Completion Deadline.
 
(ii)    Scope Changes.  Before making any Scope Change to the 
Designated Improvements contemplated in Exhibit H, Tenant 
shall provide to Landlord a reasonably detailed written 
description of the Scope Change and a revised construction 
budget, all of which must be approved in writing by Landlord 
(or by any construction representative appointed by Landlord 
from time to time) before the Scope Change is implemented.
 
(iii)   Value Added.  The Designated Improvements, upon 
completion and taken as a whole, must enhance the value of 
the Leased Property by an amount commensurate with the total 
Construction Allowance used by Tenant; however, this 
requirement will not preclude Tenant from obtaining 
Construction Advances for soft costs (such as architectural 
fees), demolition costs or other costs that do not, 
individually, add value to the Leased Property but that are 
incurred in connection with the construction of Designated 
Improvements which will in the aggregate satisfy this 
requirement.  For purposes hereof, the Designated 
Improvements will be deemed to have added value 
"commensurate" with the Construction Allowance used by Tenant 
if, when the Designated Improvements are substantially 
complete, the Leased Property has a fair market value with 
the Designated Improvements that exceeds the fair market 
value which the Leased Property would have without the 
Designated Improvements by an amount equal to no less than 
fifty percent (50%) of the Carrying Costs and Construction 
Advances added to the Outstanding Construction Allowance.
 
(iv)    Estoppel Letters Required.  If requested by Landlord 
prior to the substantial completion of the Designated 
Improvements, Tenant shall cause the contractor under each 
significant general construction contract for the Designated 
Improvements to execute and deliver to Landlord an estoppel 
letter in the form of Exhibit I attached hereto.  Similarly, 
if requested by Landlord prior to the substantial completion 
of the Designated Improvements, Tenant shall also cause the 
architect and engineer under any material architectural or 
engineering contract for the Designated Improvements to 
execute and deliver to Landlord an estoppel letter in the 
form of Exhibit J attached hereto; provided, that no such 
estoppel letter shall be required from any architect or 
engineer who has assigned his plans and specifications for 
the Designated Improvements to Tenant without restricting 
Tenant's right to further assign or allow other to use the 
same.  Tenant hereby grants to Landlord (and Landlord's 
successors and assigns through any Permitted Transfer) a 
license to copy and use any such plans and specifications as 
Landlord shall deem appropriate.
 
(v)     Advances Not a Waiver.  No funding of Construction 
Advances and no failure of Landlord to object to Designated 
Improvements proposed or constructed by Tenant shall 
constitute a waiver by Landlord of the requirements contained 
in this subparagraph 6.(b).
 
(c)     Conditions to Construction Advances.  Landlord's 
obligation to make Construction Advances from time to time 
under this Paragraph 6 shall be subject to the following terms 
and conditions, all of which are intended for the sole benefit 
of Landlord:
 
(i)     Prior Notice.  Tenant must make a request in 
substantially the form attached to this Lease as Exhibit K 
for any Construction Advance at least ten (10) Business Days 
prior to the Advance Date upon which the advance is to be 
paid.  Landlord shall consider in good faith any changes to 
the Construction Advance request forms attached hereto that 
Tenant may reasonably request, provided the requested changes 
do not impair Landlord's rights or create or increase any 
liability Landlord may have in connection with the Designated 
Improvements.
 
(ii)    Amount of the Advances. No Construction Advance 
shall exceed the lesser of:
 
a)      the Maximum Construction Allowance, less the sum of 
(1) all prior Construction Advances and all Carrying 
Costs accruing through the date of such advance, and 
(2) the Carrying Costs then projected by Landlord to be 
added to the Construction Allowance on and after the 
date of the advance; or
 
b)      (1) the actual costs and expenses previously 
incurred and paid by Tenant for the Designated 
Improvements, including "soft costs," and for property 
taxes or assessments assessed against the Leased 
Property after the date hereof and prior to the Last 
Advance Date, less (2) the sum of all previous 
Construction Advances made under this Paragraph 6 to 
Tenant as reimbursement for such costs and expenses.

	Further, no Construction Advance shall be required that 
would cause the cost of completing all Designated 
Improvements then contemplated as estimated by Landlord to 
exceed the difference computed by subtracting (1) the 
Carrying Costs then projected by Landlord to be added to the 
Outstanding Construction Allowance, from (2) the Construction 
Allowance remaining to be advanced.  Tenant shall not request 
any Construction Advance (other than the final Construction 
Advance) for an amount less than $500,000. 

(iii)   Insurance.  Tenant shall have obtained and provided 
certificates (or, in the case of clause a) below, title 
policies or binders) reasonably satisfactory to Landlord 
evidencing insurance covering the Leased Property as follows 
(in addition to the liability insurance required under 
subparagraph 9.(z) below):
 
a)      Title Insurance.  An owner's title insurance policy 
(or binder committing the applicable title insurer to 
issue an owner's title insurance policy, without the 
payment of further premiums) in an amount, form and 
substance and written by one or more title insurance 
companies reasonably satisfactory to Landlord and 
insuring Landlord's ownership of fee title to the 
Leased Property, including any new Improvements 
constructed by Tenant, in the amount no less than 
Stipulated Loss Value plus any remaining portion of the 
Construction Allowance to be advanced under this Lease; 
and
 
b)      Builder's Risk Insurance.  Builder's risk and such 
other hazard insurance as Landlord may reasonably 
require against all risks of physical loss (including 
collapse and transit coverage, but not including 
earthquake or flood coverage) with deductibles not to 
exceed $1,000,000 (or such other amount as Landlord and 
Tenant may agree upon in writing from time to time), 
such insurance to be in amounts sufficient to cover the 
total value of any Improvements under construction and 
to be maintained in full force and effect at all times 
until completion of the Designated Improvements.
 
(iv)    Progress of Construction.  Construction of the 
Designated Improvements shall be progressing in a good and 
workmanlike manner and in accordance with the requirements of 
this Lease without any continuing significant interruption, 
other than interruptions beyond the reasonable control of 
Tenant that are not likely to cause the cost of such 
construction (and Carrying Costs and construction period and 
property taxes and assessments) to exceed the Maximum 
Construction Allowance.  Also, Tenant shall have corrected or 
caused the correction promptly of any significant defect in 
such construction.
 
(v)     Evidence of Costs to be Reimbursed.  To the extent 
contemplated by the Construction Advance request forms 
attached as Exhibit K and described in subparagraph 6.(c)(i), 
or otherwise required by Landlord at the time a Construction 
Advance is to be made, Tenant shall have submitted invoices, 
requests for payment from contractors, certifications from 
Tenant's architect or construction manager, lien releases and 
other evidence satisfactory to Landlord that (A) all costs 
for which Tenant requests reimbursement constitute actual 
costs incurred by Tenant for the construction of the 
Designated Improvements or constitute property taxes or 
assessments assessed against the Leased Property and paid by 
Tenant prior to the Last Advance Date with respect to the 
Leased Property and (B) general contractors and all parties 
that have the right to assert a mechanic's or materialman's 
lien against the Leased Property for labor performed in 
connection with the Leased Property or materials delivered to 
the Leased Property (collectively, "Potential Lien 
Claimants") have been paid all sums for which prior 
Construction Advances have been advanced under this Lease or 
the Original Lease.  Without limiting the foregoing, Landlord 
may decline to advance any amount that would result in an 
excess of $5,000,000 or more of (1) the total cost of work 
with respect to which Potential Lien Claimants could have 
asserted a lien against the Leased Property and for which 
Construction Advances have been advanced by Landlord, over 
(2) the cost of such work for which Tenant has provided to 
Landlord unconditional statutory lien releases from all 
Potential Lien Claimants in form and substance reasonably 
satisfactory to Landlord.
 
(vi)    No Event of Default or Change of Control Event.  No 
Event of Default shall have occurred and be continuing under 
this Lease and no Change of Control Event shall have 
occurred.
 
(vii)   No Sale of Landlord's Interest.  No sale of 
Landlord's interest in the Leased Property shall have 
occurred pursuant to the Purchase Agreement.
 
(viii)  Certificate of No Default.  Landlord shall have 
received, together with the notice requesting the 
Construction Advance described in clause (i) above, a current 
certificate of a Responsible Financial Officer of Tenant in 
the form attached as Exhibit F.
 
(ix)    Payments by Approved Participants. None of the 
Approved Participants (other than Landlord's Parent) shall 
have failed to advance to Landlord their respective 
percentage shares of the Construction Advance being requested 
as required by Section 3.2 of the Participation Agreement.  
However, any such failure shall excuse Landlord's obligation 
to provide the Construction Advance requested only to the 
extent of the funds that the applicable Defaulting 
Participant or Participants should have advanced (but did not 
advance) to Landlord.  Moreover, in the event of any such 
failure:
 
a)      Landlord will, to the extent possible, postpone 
reductions of Construction Advances because of the 
failure by any one or more Defaulting Participants to 
make required advances under Section 3.2 of the 
Participation Agreement by adjusting (and readjusting 
from time to time, as required) the funding 
"Percentages" of other Participants, and by requesting 
the other Participants to make advances to Landlord on 
the basis of such adjusted Percentages, in each case as 
provided in Section 4 of the Participation Agreement; 
however, so long as a Defaulting Participant's failure 
to make required advances continues, no Construction 
Advance shall be required that would cause the 
Outstanding Construction Allowance (plus Carrying Costs 
to accrue thereafter as projected by BNPLC) to exceed 
(a) the Maximum Construction Allowance available under 
this Lease, less (b) all amounts that should have been, 
but have not been, advanced by a Defaulting Participant 
as required by Section 3.2 of the Participation 
Agreement.
 
b)      Tenant may exercise its rights under Section 3.1.3 
of the Pledge Agreement to require Landlord to attempt 
in good faith, on and subject to the terms and 
conditions set forth in that Section, to assist Tenant 
in identifying one or more new Participants to replace 
the Defaulting Participants.
 
(d)     Completion Notice.      Tenant shall provide a notice to 
Landlord (the "Completion Notice") promptly after construction 
of the Designated Improvements is substantially complete and 
more than fifty percent (50%) of the Designated Improvements 
are being occupied by Tenant or any subtenant permitted by 
Paragraph 11.(a).
 
7.      Purchase Documents and Environmental Indemnity.  Tenant 
acknowledges and agrees that nothing contained in this Lease 
shall limit, modify or otherwise affect any of Tenant's 
obligations under the Purchase Documents or Environmental 
Indemnity, which obligations are intended to be separate, 
independent and in addition to, and not in lieu of, the 
obligations established by this Lease.  In the event of any 
inconsistency between the terms and provisions of the Purchase 
Documents or Environmental Indemnity and the terms and 
provisions of this Lease, the terms and provisions of the 
Purchase Documents or Environmental Indemnity (as the case may 
be) shall control.
 
8.      Use and Condition of Leased Property.
 
(a)     Use.  Subject to the Permitted Encumbrances and the terms 
hereof, Tenant may use and occupy the Leased Property so long 
as no Event of Default occurs hereunder, but only for the 
following purposes and other lawful purposes (including 
parking) incidental thereto:
 
(i)     research and development of computer-related and other 
electronic products; and
 
(ii)    administrative and office space; and
 
(iii)   distribution and warehouse storage of computer-related 
and other electronic products; and
 
(iv)  assembly of computer-related and other electronic 
products using components manufactured elsewhere, and light 
manufacturing of computer-related and other electronic 
products, but not including the manufacture of computer chips 
on-site; and
 
(v)     cafeteria, library, fitness center and other support 
function uses that Tenant may provide to its employees.

Although the term "electronic products" in this subparagraph 
may include products designed to detect, monitor, neutralize, 
handle or process Hazardous Substances, the use of the Leased 
Property by Tenant shall not include bringing Hazardous 
Substances onto the Leased Property for the purpose of 
researching, testing or demonstrating any such products.

(b)     Condition.  Tenant accepts the Leased Property (and will 
accept the same upon any purchase of the Landlord's interest 
therein) in its present state, AS IS, and without any 
representation or warranty, express or implied, as to the 
condition of such property or as to the use which may be made 
thereof.  Tenant also accepts the Leased Property without any 
representation or warranty, express or implied, by Landlord 
regarding the title thereto or the rights of any parties in 
possession of any part thereof, except as set forth in 
subparagraph 10.(a).  Landlord shall not be responsible for any 
latent or other defect or change of condition in the Land, 
Improvements, fixtures and personal property forming a part of 
the Leased Property, and the Rent hereunder shall in no case be 
withheld or diminished because of any latent or other defect in 
such property, any change in the condition thereof or the 
existence with respect thereto of any violations of Applicable 
Laws.  Nor shall Landlord be required to furnish to Tenant any 
facilities or service of any kind, such as, but not limited to, 
water, steam, heat, gas, hot water, electricity, light or 
power.
 
(c)     Consideration of and Scope of Waiver. The provisions of 
subparagraph 8.(b) above have been negotiated by the Landlord 
and Tenant after due consideration for the Rent payable 
hereunder and are intended to be a complete exclusion and 
negation of any representations or warranties of the Landlord, 
express or implied, with respect to the Leased Property that 
may arise pursuant to any law now or hereafter in effect, or 
otherwise.  However, such exclusion of representations and 
warranties by Landlord is not intended to impair any 
representations or warranties made by other parties, including 
Seller, the benefit of which is to pass to Tenant during the 
Term because of the definition of Personal Property and Leased 
Property above. 
 
9.      Other Representations, Warranties and Covenants of Tenant. 
Tenant represents, warrants and covenants as follows:
 
(a)     Financial Matters.  Tenant is solvent and has no 
outstanding liens, suits, garnishments or court actions which 
could render Tenant insolvent.  There has not been filed by or, 
to Tenant's knowledge, against Tenant a petition in bankruptcy 
or a petition or answer seeking an assignment for the benefit 
of creditors, the appointment of a receiver, trustee, custodian 
or liquidator with respect to Tenant or any significant portion 
of Tenant's property, reorganization, arrangement, 
rearrangement, composition, extension, liquidation or 
dissolution or similar relief under the federal Bankruptcy Code 
or any state law.  The financial statements and all financial 
data heretofore delivered to Landlord relating to Tenant have 
been prepared in accordance with GAAP in all material respects. 
No material adverse change has occurred in the financial 
position of Tenant as reflected in Tenant's financial 
statements covering the fiscal period ended May 31, 1997.
 
(b)     Existing Contract.  Except to the extent required of 
Landlord under subparagraph 10.(b), Tenant shall satisfy all 
surviving obligations of Tenant under the Existing Contract and 
under other agreements described therein.  Tenant agrees to 
indemnify, defend and hold Landlord harmless from and against 
any and all Losses imposed on or asserted against or incurred 
by Landlord at any time and from time to time by reason of, in 
connection with or arising out of any obligations imposed by 
the Existing Contract or the other agreements described 
therein.  THE INDEMNITY SET OUT IN THIS SUBPARAGRAPH SHALL 
APPLY EVEN IF THE SUBJECT OF THE INDEMNIFICATION IS CAUSED BY 
OR ARISES OUT OF THE ORDINARY NEGLIGENCE (AS DEFINED ABOVE) OF 
LANDLORD; provided, such indemnity shall not apply to Losses 
proximately caused by (and attributed by any applicable 
principles of comparative fault to) the Active Negligence, 
gross negligence or willful misconduct of Landlord.  Because 
Tenant hereby assumes and agrees to satisfy all surviving 
obligations of Tenant under the Existing Contract and the other 
agreements described therein, no failure by Landlord to take 
any action required by the Existing Contract or such other 
agreements (save and except any actions required of Landlord 
under subparagraph 10.(b)) shall, for the purposes of this 
indemnity, be deemed to be caused by the Active Negligence, 
gross negligence or willful misconduct of Landlord.  The 
foregoing indemnity is in addition to the other indemnities set 
out herein and shall not terminate upon the closing of any sale 
of Landlord's interest in the Leased Property pursuant to the 
provisions of the Purchase Agreement or the termination of this 
Lease.
 
(c)     No Default or Violation.  The execution, delivery and 
performance by Tenant of this Lease, the Purchase Documents and 
the Environmental Indemnity do not and will not constitute a 
breach or default under any other material agreement or 
contract to which Tenant is a party or by which Tenant is bound 
or which affects the Leased Property or Tenant's use, occupancy 
or operation of the Leased Property or any part thereof and do 
not, to the knowledge of Tenant, violate or contravene any law, 
order, decree, rule or regulation to which Tenant is subject, 
and such execution, delivery and performance by Tenant will not 
result in the creation or imposition of (or the obligation to 
create or impose) any lien, charge or encumbrance on, or 
security interest in, Tenant's property pursuant to the 
provisions of any of the foregoing.
 
(d)     Compliance with Covenants and Laws.  The intended use of 
the Leased Property by Tenant complies, or will comply after 
Tenant obtains readily available permits, in all material 
respects with all applicable restrictive covenants, zoning 
ordinances and building codes, flood disaster laws, applicable 
health, safety and environmental laws and regulations, the 
Americans with Disabilities Act and other laws pertaining to 
disabled persons, and all other applicable laws, statutes, 
ordinances, rules, permits, regulations, orders, determinations 
and court decisions (all of the foregoing are herein sometimes 
collectively called "Applicable Laws").  Tenant has obtained or 
will promptly obtain all utility, building, health and 
operating permits as may be required for Tenant's use of the 
Leased Property by any governmental authority or municipality 
having jurisdiction over the Leased Property. 
 
(e)     Environmental Representations.  To Tenant's knowledge and 
except as otherwise disclosed in the Environmental Report, as 
of the date hereof: (i) no Hazardous Substances Activity has 
occurred prior to the date of this Lease; (iii) neither Tenant 
nor any prior owner or operator of the Leased Property or any 
surrounding property has reported or been required to report 
any release of any Hazardous Substances on or from the Leased 
Property or the surrounding property pursuant to any 
Environmental Law; (iv) neither Tenant nor any prior owner or 
operator of the Leased Property or any surrounding property has 
received any warning, citation, notice of violation or other 
communication regarding a suspected or known release or 
discharge of Hazardous Substances on or from the Leased 
Property or regarding a suspected or known violation of 
Environmental Laws concerning the Leased Property from any 
federal, state or local agency; and (v) none of the following 
are located on the Leased Property: asbestos; urea formaldehyde 
foam insulation; transformers or other equipment which contain 
dielectric fluid containing levels of polychlorinated biphenyls 
in excess of fifty (50) parts per million; any other Hazardous 
Substances other than Permitted Hazardous Substances; or any 
underground storage tank or tanks.  Further, Tenant represents 
that to its knowledge the Environmental Report is not 
misleading or inaccurate in any material respect. 
 
(f)     No Suits.  There are no judicial or administrative 
actions, suits, proceedings or investigations pending or, to 
Tenant's knowledge, threatened that will affect Tenant's 
intended use of the Leased Property or the validity, 
enforceability or priority of this Lease, or Tenant's use, 
occupancy and operation of the Leased Property or any part 
thereof, and Tenant is not in default with respect to any 
order, writ, injunction, decree or demand of any court or other 
governmental or regulatory authority that could materially and 
adversely affect the business or assets of Tenant and its 
Subsidiaries taken as a whole or Tenant's use, occupancy or 
operation of the Leased Property.  No condemnation or other 
like proceedings are pending or, to Tenant's knowledge, 
threatened against the Leased Property.
 
(g)     Condition of Property.  The Land as described in Exhibit A 
is shown on the plat included as part of the A.L.T.A. Survey 
prepared by Guerriere & Halnon, Inc., last revised January 7, 
1997, certification dated January 8, 1997, which was delivered 
to Landlord at the request of Tenant.  All material 
improvements on the Land as of the date hereof are as shown on 
that survey, and except as shown on that survey there are no 
easements or encroachments visible or apparent from an 
inspection of the Real Property.  Adequate provision has been 
made (or can be made at a cost that is reasonable in connection 
with development of the Land) for the Leased Property to be 
served by electric, gas, storm and sanitary sewers, sanitary 
water supply, telephone and other utilities required for the 
use thereof.  All streets, alleys and easements necessary to 
serve the Leased Property have been completed and are 
serviceable (or can be completed at a cost that is reasonable 
in connection with development of the Land).  The Leased 
Property is in a condition satisfactory for its use and 
occupancy.  Tenant is not aware of any latent or patent 
material defects or deficiencies in the Real Property that, 
either individually or in the aggregate, could materially and 
adversely affect Tenant's use or occupancy or could reasonably 
be anticipated to endanger life or limb.
 
(h)     Organization.  Tenant is duly incorporated and legally 
existing under the laws of the State of Delaware.  Tenant has 
all requisite power and has procured or will procure on a 
timely basis all governmental certificates of authority, 
licenses, permits, qualifications and other documentation 
required to lease and operate the Leased Property.  Tenant has 
the corporate power and adequate authority, rights and 
franchises to own Tenant's property and to carry on Tenant's 
business as now conducted and is (or has properly applied with 
all appropriate authorities to become) duly qualified and in 
good standing in each state in which the character of Tenant's 
business makes such qualification necessary (including, without 
limitation, the States of California and Massachusetts) or, if 
it is not so qualified in a state other than California and 
Massachusetts, such failure does not have a material adverse 
effect on the properties, assets, operations or businesses of 
Tenant and its Subsidiaries, taken as a whole.
 
(i)     Enforceability.  The execution, delivery and performance 
of this Lease, the Purchase Documents, and the Environmental 
Indemnity are duly authorized and do not require the consent or 
approval of any governmental body or other regulatory authority 
that has not heretofore been obtained and are not in 
contravention of or conflict with any Applicable Laws or any 
term or provision of Tenant's articles of incorporation or 
bylaws.  This Lease, the Purchase Documents, and the 
Environmental Indemnity are valid, binding and legally 
enforceable obligations of Tenant in accordance with their 
terms, except as such enforcement is affected by bankruptcy, 
insolvency and similar laws affecting the rights of creditors, 
generally, and equitable principles of general application.
 
(j)     Not a Foreign Person. Tenant is not a "foreign person" 
within the meaning Sections 1445 and 7701 of the Code (i.e., 
Tenant is not a non-resident alien, foreign corporation, 
foreign partnership, foreign trust or foreign estate as those 
terms are defined in the Code and regulations promulgated 
thereunder).
 
(k)     Omissions.  To Tenant's knowledge, none of Tenant's 
representations or warranties contained in this Lease or any 
document, certificate or written statement furnished to 
Landlord by or on behalf of Tenant contains any untrue 
statement of a material fact or omits a material fact necessary 
in order to make the statements contained herein or therein 
(when taken in their entireties) not misleading.
 
(l)     Existence.  Tenant shall continuously maintain its 
corporate existence, and Tenant shall continuously maintain its 
qualification to do business in the States of California and 
Massachusetts.
 
(m)     Tenant Taxes.  Tenant shall comply with all applicable tax 
laws and pay before the same become delinquent all taxes 
imposed upon it or upon its property where the failure to so 
comply or so pay would have a material adverse effect on the 
financial condition or operations of Tenant; except that Tenant 
may in good faith by appropriate proceedings contest the 
validity, applicability or amount of any such taxes and pending 
such contest Tenant shall not be deemed in default under this 
subparagraph if (1) Tenant diligently prosecutes such contest 
to completion in an appropriate manner, and (2) Tenant promptly 
causes to be paid any tax adjudged by a court of competent 
jurisdiction to be due, with all costs, penalties, and interest 
thereon, promptly after such judgment becomes final; provided, 
however, in any event such contest shall be concluded and the 
tax, penalties, interest and costs shall be paid prior to the 
date any writ or order is issued under which any of Tenant's 
property that is material to the business of Tenant and its 
Subsidiaries taken as a whole may be seized or sold because of 
the nonpayment thereof.
 
(n)     Operation of Property.  Tenant shall operate the Leased 
Property in a good and workmanlike manner and in compliance 
with all Applicable Laws and will pay all fees or charges of 
any kind in connection therewith.  Tenant shall not use or 
occupy, or allow the use or occupancy of, the Leased Property 
in any manner which violates any Applicable Law or which 
constitutes a public or private nuisance or which makes void, 
voidable or cancelable any insurance then in force with respect 
thereto.  To the extent that any of the following would, 
individually or in the aggregate, materially and adversely 
affect the value of the Leased Property or Tenant's use, 
occupancy or operations on the Leased Property, Tenant shall 
not:  (i) initiate or permit any zoning reclassification of the 
Leased Property; (ii) seek any variance under existing zoning 
ordinances applicable to the Leased Property; (iii) use or 
permit the use of the Leased Property in a manner that would 
result in such use becoming a nonconforming use under 
applicable zoning ordinances or similar laws, rules or 
regulations; (iv) execute or file any subdivision plat 
affecting the Leased Property; or (v) consent to the annexation 
of the Leased Property to any municipality.  If a change in the 
zoning or other Applicable Laws affecting the permitted use or 
development of the Leased Property shall occur that Landlord 
determines will materially reduce the then-current market value 
of the Leased Property, and if after such reduction the 
Stipulated Loss Value shall substantially exceed the then-
current market value of the Leased Property in the reasonable 
judgment of Landlord, then Tenant shall pay Landlord an amount 
equal to such excess for application as a Qualified Payment.  
Tenant shall make any payment required by the preceding 
sentence within one hundred eighty (180) days after it is 
requested by Landlord, and in any event shall make any such 
payment before the end of the Term.  Tenant shall not impose 
any restrictive covenants or encumbrances upon the Leased 
Property without the prior written consent of the Landlord; 
provided, that such consent shall not be unreasonably withheld 
for any encumbrance or restriction that is made expressly 
subject to this Lease, as modified from time to time, and 
subordinate to Landlord's interest in the Leased Property by an 
agreement in form satisfactory to Landlord.  Tenant shall not 
cause or permit any drilling or exploration for, or extraction, 
removal or production of, minerals from the surface or 
subsurface of the Leased Property.  Tenant shall not do any act 
whereby the market value of the Leased Property may be 
materially lessened.  Tenant shall allow Landlord or its 
authorized representative to enter the Leased Property at any 
reasonable time to inspect the Leased Property and, after 
reasonable notice, to inspect Tenant's books and records 
pertaining thereto, and Tenant shall assist Landlord or 
Landlord's representative in whatever way reasonably necessary 
to make such inspections.  If Tenant receives a written notice 
or claim from any federal, state or other governmental entity 
that the Leased Property is not in compliance in any material 
respect with any Applicable Law, or that any action may be 
taken against the owner of the Leased Property because the 
Leased Property does not comply with Applicable Law, Tenant 
shall promptly furnish a copy of such notice or claim to 
Landlord.  Notwithstanding the foregoing, Tenant may in good 
faith, by appropriate proceedings, contest the validity and 
applicability of any Applicable Law with respect to the Leased 
Property, and pending such contest Tenant shall not be deemed 
in default hereunder because of a violation of such Applicable 
Law, if Tenant diligently prosecutes such contest to completion 
in a manner reasonably satisfactory to Landlord, and if Tenant 
promptly causes the Leased Property to comply with any such 
Applicable Law upon a final determination by a court of 
competent jurisdiction that the same is valid and applicable to 
the Leased Property; provided, that in any event such contest 
shall be concluded and the violation of such Applicable Law 
must be corrected and any claims asserted against Landlord or 
the Leased Property because of such violation must be paid by 
Tenant, all prior to the date that (i) any criminal charges may 
be brought against Landlord or any of its directors, officers 
or employees because of such violation or (ii) any action may 
be taken by any governmental authority against Landlord or any 
property owned by Landlord (including the Leased Property) 
because of such violation.
 
(o)     Debts for Construction.  Tenant shall cause all debts and 
liabilities incurred in the construction, maintenance, 
operation and development of the Leased Property, including 
without limitation all debts and liabilities for labor, 
material and equipment and all debts and charges for utilities 
servicing the Leased Property, to be promptly paid.  
Notwithstanding the foregoing, Tenant may in good faith by 
appropriate proceedings contest the validity, applicability or 
amount of any asserted mechanic's or materialmen's lien and 
pending such contest Tenant shall not be deemed in default 
under this subparagraph (or subparagraphs 9.(t) or 9.(u)) 
because of the contested lien if (1) within sixty (60) days 
after being asked to do so by Landlord, Tenant bonds over to 
Landlord's satisfaction any contested liens alleged to secure 
an amount in excess of $3,000,000 (individually or in the 
aggregate), (2) Tenant diligently prosecutes such contest to 
completion in a manner reasonably satisfactory to Landlord, and 
(3) Tenant promptly causes to be paid any amount adjudged by a 
court of competent jurisdiction to be due, with all costs and 
interest thereon, promptly after such judgment becomes final; 
provided, however, that in any event each such contest shall be 
concluded and the lien, interest and costs shall be paid prior 
to the date (i) any criminal action may be instituted against 
Landlord or its directors, officers or employees because of the 
nonpayment thereof or (ii) any writ or order is issued under 
which any property owned by Landlord (including the Leased 
Property) may be seized or sold or any other action may be 
taken against Landlord or any property owned by Landlord 
because of the nonpayment thereof.
 
(p)     Impositions.  Tenant shall reimburse Landlord for (or, if 
requested by Landlord, will pay or cause to be paid prior to 
delinquency) all sales, excise, ad valorem, gross receipts, 
business, transfer, stamp, occupancy, rental and other taxes, 
levies, fees, charges, surcharges, assessments or penalties 
which arise out of or are attributable to this Lease or which 
are imposed upon Landlord or the Leased Property because of the 
ownership, leasing, occupancy, sale or operation of the Leased 
Property, or any part thereof, or relating to or required to be 
paid by the terms of any of the Permitted Encumbrances 
(collectively, herein called the "Impositions"), excluding only 
Excluded Taxes.  If Landlord requires Tenant to pay any 
Impositions directly to the applicable taxing authority or 
other party entitled to collect the same, Tenant shall furnish 
Landlord with receipts showing payment of such Impositions and 
other amounts prior to delinquency; except that Tenant may in 
good faith by appropriate proceedings contest the validity, 
applicability or amount of any asserted Imposition, and pending 
such contest Tenant shall not be deemed in default of this 
subparagraph (or subparagraphs 9.(t) or 9.(u)) because of the 
contested Imposition if (1) within sixty (60) days after being 
asked to do so by Landlord, Tenant bonds over to the 
satisfaction of Landlord any lien asserted against the Leased 
Property and alleged to secure an amount in excess of 
$1,000,000 because of the contested Imposition, (2) Tenant 
diligently prosecutes such contest to completion in a manner 
reasonably satisfactory to Landlord, and (3) Tenant promptly 
causes to be paid any amount adjudged by a court of competent 
jurisdiction to be due, with all costs, penalties and interest 
thereon, promptly after such judgment becomes final; provided, 
however, that in any event each such contest shall be concluded 
and the Impositions, penalties, interest and costs shall be 
paid prior to the date (i) any criminal action may be 
instituted against Landlord or its directors, officers or 
employees because of the nonpayment thereof or (ii) any writ or 
order is issued under which any property owned by Landlord 
(including the Leased Property) may be seized or sold or any 
other action may be taken against Landlord or any property 
owned by Landlord because of the nonpayment thereof.
 
(q)     Repair, Maintenance, Alterations and Additions.  Tenant 
shall keep the Leased Property in good order, repair, operating 
condition and appearance (ordinary wear and tear excepted), 
causing all necessary repairs, renewals, replacements, 
additions and improvements to be promptly made, and will not 
allow any of the Leased Property to be materially misused, 
abused or wasted or to deteriorate.  Tenant shall promptly 
replace any worn-out fixtures included within the Leased 
Property with fixtures comparable to the replaced fixtures when 
new and repair any damage caused by the removal of such 
fixtures.  Further, Tenant shall not, without the prior written 
consent of Landlord, (i) remove from the Leased Property any 
fixtures of significant value, except such as are replaced by 
Tenant by articles of equal value, free and clear of any Lien 
(and for purposes of this clause "significant value" will mean 
any fixture that has a value of more than $500,000 or that, 
when considered together with all other fixtures removed and 
not replaced by Tenant by articles of equal suitability and 
value, has an aggregate value of $1,000,000 or more) or (ii) 
make any alteration to any Improvements which significantly 
reduce the fair market value or change the general character of 
the Leased Property, taken as a whole, or which impair in any 
significant manner the useful life or utility of the 
Improvements, taken as whole.  Upon request of Landlord made at 
any time when an Event of Default shall have occurred and be 
continuing, Tenant shall deliver to Landlord an inventory 
describing and showing the make, model, serial number and 
location of all fixtures and personalty, if any, included in 
the Leased Property with a certification by Tenant that such 
inventory is a true and complete schedule of all such fixtures 
and personalty and that all items specified in the inventory 
are covered hereby free and clear of any Lien other than the 
Permitted Encumbrances described in Exhibit B.
 
(r)     Insurance and Casualty.  Throughout the Term, Tenant will 
keep all Improvements (including all alterations, additions and 
changes made to the Improvements) which are located within the 
Leased Property insured under an all-risk property insurance 
policy (excluding from coverage damage by flood or earthquake, 
but not excluding other perils normally included within the 
definitions of extended coverage, vandalism and malicious 
mischief) in the amount of one hundred percent (100%) of the 
replacement value with endorsements for contingent liability 
from operation of building laws, increased cost of construction 
and demolition costs which may be necessary to comply with 
building laws.  Tenant will be responsible for determining the 
amount of property insurance to be maintained, but such 
coverage will be on an agreed value basis to eliminate the 
effects of coinsurance.  Such insurance shall be issued by an 
insurance company or companies rated by the A.M. Best Company 
of Oldwick, New Jersey as having a policyholder's rating of A 
or better and a reported financial information rating of X or 
better. Any deductible applicable to such insurance shall not 
exceed $1,000,000 (or such other amount as Landlord and Tenant 
may agree upon in writing from time to time).  Such insurance 
shall cover not only the value of Tenant's interest in the 
Improvements, but also the interest of Landlord, and such 
insurance shall include provisions that Landlord must be 
notified at least ten (10) days prior to any cancellation or 
reduction of insurance coverage.  With this Lease Tenant shall 
deliver to Landlord a certificate from the applicable insurer 
or its authorized agent evidencing the insurance required by 
this subparagraph and any additional insurance which shall be 
taken out upon any part of the Leased Property.  Thereafter, 
Tenant shall deliver to Landlord certificates from the 
applicable insurer or its authorized agent of renewals or 
replacements of all such policies of insurance at least five 
(5) days before any such insurance shall expire.  Tenant 
further agrees that all such policies shall provide that 
proceeds thereunder will be payable to Landlord as Landlord's 
interest may appear.  If Tenant fails to obtain any insurance 
required by this Lease or to provide confirmation of any such 
insurance as required by this Lease, Landlord shall be entitled 
(but not required) to obtain the insurance that Tenant has 
failed to obtain or for which Tenant has not provided the 
required confirmation and, without limiting Landlord's other 
remedies under the circumstances, Landlord may require Tenant 
to reimburse Landlord for the cost of such insurance and to pay 
interest thereon computed at the Default Rate from the date 
such cost was paid by Landlord until the date of reimbursement 
by Tenant.  In the event any of the Leased Property is 
destroyed or damaged by fire, explosion, windstorm, hail or by 
any other casualty against which insurance shall have been 
required hereunder, (i) Landlord may, but shall not be 
obligated to, make proof of loss if not made promptly by 
Tenant, (ii) each insurance company concerned is hereby 
authorized and directed to make payment for such loss directly 
to Landlord for application as required by Paragraph 4, and 
(iii) Landlord's consent must be obtained for any settlement, 
adjustment or compromise of any claims for loss, damage or 
destruction under any policy or policies of insurance 
(provided, that if any such claim is for less than $2,000,000 
and no Event of Default shall have occurred and be continuing, 
Tenant alone shall have the right to settle, adjust or 
compromise the claim as Tenant deems appropriate; and, provided 
further, that any disagreement between Landlord and Tenant 
about the amount for which any such claim should be settled 
shall, at the request of either party, be resolved as provided 
in Exhibit D, unless an Event of Default shall have occurred 
and be continuing, in which case Landlord alone shall have the 
right to settle, adjust or compromise the claim as Landlord 
deems appropriate).  If any casualty shall result in damage to 
or loss or destruction of the Leased Property in excess of 
$3,000,000, Tenant shall give immediate notice thereof to 
Landlord and Paragraph 4 shall apply.

	Notwithstanding the foregoing provisions of this 
subparagraph 9.(r), following any fire or other casualty 
involving the Leased Property, if insurance proceeds totaling 
not more than $2,000,000 are to be recovered as a result 
thereof, or if in connection therewith Tenant shall have 
executed a Voluntary Minimum Pledge Commitment and delivered 
any additional Collateral required to satisfy such Voluntary 
Minimum Pledge Commitment, Tenant shall be entitled to receive 
directly and hold such insurance proceeds, so long as no Event 
of Default shall have occurred and be continuing and so long as 
Tenant applies such proceeds towards the restoration, 
replacement and repair of the Leased Property as required by 
subparagraph 4.(b).

(s)     Condemnation.  Immediately upon obtaining knowledge of the 
institution of any proceedings for the condemnation of the 
Leased Property or any portion thereof, or any other similar 
governmental or quasi-governmental proceedings arising out of 
injury or damage to the Leased Property or any portion thereof, 
Tenant shall notify Landlord of the pendency of such 
proceedings.  Tenant shall, at its expense, diligently 
prosecute any such proceedings and shall consult with Landlord, 
its attorneys and experts and cooperate with them as reasonably 
requested in the carrying on or defense of any such 
proceedings.  All proceeds of condemnation awards or proceeds 
of sale in lieu of condemnation with respect to the Leased 
Property and all judgments, decrees and awards for injury or 
damage to the Leased Property shall be paid to Landlord and 
applied as provided in Paragraph 4 above.  Landlord is hereby 
authorized, in the name of Tenant, to execute and deliver valid 
acquittances for, and to appeal from, any such judgment, decree 
or award concerning condemnation of any of the Leased Property. 
 Landlord shall not be, in any event or circumstances, liable 
or responsible for failure to collect, or to exercise diligence 
in the collection of, any such proceeds, judgments, decrees or 
awards. 

	Notwithstanding the foregoing provisions of this 
subparagraph 9.(s), following any condemnation or sale in lieu 
of condemnation involving the Leased Property, if condemnation 
or sale proceeds totaling not more than $2,000,000 are to be 
recovered as a result thereof, or if in connection therewith 
Tenant shall have executed a Voluntary Minimum Pledge 
Commitment and delivered any additional Collateral required to 
satisfy such Voluntary Minimum Pledge Commitment, Tenant shall 
be entitled to receive directly and hold such condemnation or 
sale proceeds, so long as no Event of Default shall have 
occurred and be continuing and so long as Tenant applies such 
proceeds towards the restoration, replacement and repair of the 
remainder of the Leased Property as required by 
subparagraph 4.(b).

(t)     Protection and Defense of Title.  If any encumbrance or 
title defect whatsoever affecting Landlord's fee interest in 
the Leased Property is claimed or discovered (excluding 
Permitted Encumbrances, this Lease and any other encumbrance 
which is claimed by Landlord or lawfully claimed through or 
under Landlord and which is not claimed by, through or under 
Tenant) or if any legal proceedings are instituted with respect 
to title to the Leased Property, Tenant shall give prompt 
written notice thereof to Landlord and at Tenant's own cost and 
expense will promptly cause the removal of any such encumbrance 
and cure any such defect and will take all necessary and proper 
steps for the defense of any such legal proceedings, including 
but not limited to the employment of counsel, the prosecution 
or defense of litigation and the release or discharge of all 
adverse claims.  If Tenant fails to promptly remove any such 
encumbrance or title defect (other than a Lien Tenant is 
contesting as expressly permitted by and in accordance with 
subparagraph 9.(o) or subparagraph 9.(p)), Landlord (whether or 
not named as a party to legal proceedings with respect thereto) 
shall be entitled to take such additional steps as in its 
judgment may be necessary or proper to remove such encumbrance 
or cure such defect or for the defense of any such attack or 
legal proceedings or the protection of Landlord's fee interest 
in the Leased Property, including but not limited to the 
employment of counsel, the prosecution or defense of 
litigation, the compromise or discharge of any adverse claims 
made with respect to the Leased Property, the removal of prior 
liens or security interests, and all expenses (including 
Attorneys' Fees) so incurred of every kind and character shall 
be a demand obligation owing by Tenant.

	For purposes of this subparagraph 9.(t), Tenant shall be 
deemed to be acting promptly to remove any encumbrance or to 
cure any title defect, other than a Lien which Tenant has 
itself granted or authorized, so long as Tenant (or a title 
insurance company obligated to do so) is in good faith by 
appropriate proceedings contesting the validity and 
applicability of the encumbrance or defect, and pending such 
contest Tenant shall not be deemed in default under this 
subparagraph because of the encumbrance or defect; provided, 
with respect to a contest of any encumbrance or title defect 
which is the subject of subparagraphs 9.(o) or 9.(p), Tenant 
(or the applicable title insurance company) must satisfy the 
conditions and requirements for a permitted contest set forth 
in those subparagraphs, and with respect to a contest of any 
other encumbrance or title defect, Tenant (or the applicable 
title insurance company) must:

		(1) diligently prosecute the contest to completion in 
a manner reasonably satisfactory to Landlord;

		(2) immediately remove the encumbrance or cure the 
defect, as and to the extent reasonably required to preserve 
Landlord's indefeasible fee estate in the Leased Property and 
to prevent any significant adverse impact the encumbrance or 
defect may have on the value of the Leased Property, upon a 
final determination by a court of competent jurisdiction that 
the encumbrance or defect is valid and applicable to the 
Leased Property; and

		(3) in any event conclude the contest and remove the 
encumbrance or cure the defect and pay any claims asserted 
against Landlord or the Leased Property because of such 
encumbrance or defect, all prior to (i) any Designated Sale 
Date on which neither Tenant nor any Applicable Purchaser 
purchases the Leased Property pursuant to the Purchase 
Agreement for a price to Landlord (when taken together with 
any additional payments made by Tenant pursuant to 
Paragraph 2(a)(ii) of the Purchase Agreement, in the case of 
a purchase by an Applicable Purchaser) of not less than the 
Purchase Price, (ii) the date any criminal charges may be 
brought against Landlord or any of its directors, officers or 
employees because of such encumbrance or defect or (iii) the 
date any action may be taken against Landlord or any property 
owned by Landlord (including the Leased Property) by any 
governmental authority or any other Person who has or claims 
rights superior to Landlord because of the encumbrance or 
defect.

(u)     No Liens on the Leased Property.  Tenant shall not, 
without the prior written consent of Landlord, create, place or 
permit to be created or placed, or through any act or failure 
to act, acquiesce in the placing of, or allow to remain, any 
Lien (except Permitted Encumbrances, the lien for property 
taxes or assessments assessed against the Leased Property which 
are not delinquent and any Lien Tenant is contesting as 
expressly permitted by and in accordance with subparagraph 
9.(o) or subparagraph 9.(p)), against or covering the Leased 
Property or any part thereof (other than any Lien which is 
lawfully claimed through or under Landlord and which is not 
claimed by, through or under Tenant) regardless of whether the 
same are expressly or otherwise subordinate to this Lease or 
Landlord's interest in the Leased Property, and should any 
prohibited Lien exist or become attached hereafter in any 
manner to any part of the Leased Property without the prior 
written consent of Landlord, Tenant shall cause the same to be 
promptly discharged and released to the satisfaction of 
Landlord.
 
(v)     Books and Records.  Tenant shall keep books and records 
that are accurate and complete in all material respects for the 
construction and maintenance of the Leased Property and will 
permit all such books and records (including without limitation 
all contracts, statements, invoices, bills and claims for 
labor, materials and services supplied for the construction and 
operation of any Improvements) to be inspected and copied by 
Landlord and its duly accredited representatives at all times 
during reasonable business hours; provided that so long as 
Tenant remains in possession of the Leased Property, Landlord 
or Landlord's representative will, before making any such 
inspection or copying any such documents, if then requested to 
do so by Tenant to maintain Tenant's security: (i) sign in at 
Tenant's security or information desk if Tenant has such a desk 
on the premises, (ii) wear a visitor's badge or other 
reasonable identification provided by Tenant when Landlord or 
Landlord's representative first arrives at the Leased Property, 
(iii) permit an employee of Tenant to observe such inspection 
or work, and (iv) comply with other similar reasonable 
nondiscriminatory security requirements of Tenant that do not, 
individually or in the aggregate, interfere with or delay 
inspections or copying by Landlord authorized by this 
subparagraph..  This subparagraph shall not be construed as 
requiring Tenant to regularly maintain separate books and 
records relating exclusively to the Leased Property; provided, 
however, that if requested by Landlord at any time when an 
Event of Default shall have occurred and be continuing, Tenant 
shall construct or abstract from its regularly maintained books 
and records information required by this subparagraph relating 
to the Leased Property.
 
(w)     Financial Statements; Required Notices; Certificates as to 
Default.  Tenant shall deliver to Landlord and to each 
Participant of which Tenant has been notified:
 
(i)     as soon as available and in any event within one hundred 
twenty (120) days after the end of each fiscal year of 
Tenant, a consolidated balance sheet of Tenant and its 
consolidated Subsidiaries as of the end of such fiscal year 
and a consolidated income statement and statement of cash 
flows of Tenant and its consolidated Subsidiaries for such 
fiscal year, all in reasonable detail and all prepared in 
accordance with GAAP and accompanied by a report and opinion 
of accountants of national standing selected by Tenant, which 
report and opinion shall be prepared in accordance with 
generally accepted auditing standards and shall not be 
subject to any qualifications or exceptions as to the scope 
of the audit nor to any qualification or exception which 
Landlord determines, in Landlord's reasonable discretion, is 
unacceptable; provided that notwithstanding the foregoing, 
for so long as Tenant is a company subject to the periodic 
reporting requirements of Section 12 of the Securities 
Exchange Act of 1934, as amended, Tenant shall be deemed to 
have satisfied its obligations under this clause (i) so long 
as Tenant delivers to Landlord the same annual report and 
report and opinion of accountants that Tenant delivers to its 
shareholders;
 
(ii)    as soon as available and in any event within sixty (60) 
days after the end of each of the first three quarters of 
each fiscal year of Tenant, the consolidated balance sheet of 
Tenant and its consolidated Subsidiaries as of the end of 
such quarter and the consolidated income statement and the 
consolidated statement of cash flows of Tenant and its 
consolidated Subsidiaries for the period commencing at the 
end of the previous fiscal year and ending with the end of 
such quarter, all in reasonable detail and all prepared in 
accordance with GAAP and certified by a Responsible Financial 
Officer of Tenant (subject to year-end adjustments); provided 
that notwithstanding the foregoing, for so long as Tenant is 
a company subject to the periodic reporting requirements of 
Section 12 of the Securities Exchange Act of 1934, as 
amended, Tenant shall be deemed to have satisfied its 
obligations under this clause (ii) so long as Tenant delivers 
to Landlord the same quarterly reports, certified by a 
Responsible Financial Officer of Tenant (subject to year-end 
adjustments), that Tenant delivers to its shareholders;
 
(iii)   together with the financial statements furnished in 
accordance with subparagraph 9.(w)(ii) and 9.(w)(i), a 
certificate of a Responsible Financial Officer of Tenant in 
substantially the form attached hereto as Exhibit E: (i) 
certifying that to the knowledge of Tenant no Default or 
Event of Default under this Lease has occurred and is 
continuing or, if a Default or Event of Default has occurred 
and is continuing, a brief statement as to the nature thereof 
and the action which is proposed to be taken with respect 
thereto, (ii) certifying that the representations of Tenant 
set forth in Paragraph 9 of this Lease are true and correct 
in all material respects as of the date thereof as though 
made on and as of the date thereof or, if not then true and 
correct, a brief statement as to why such representations are 
no longer true and correct, and (iii) with computations 
demonstrating compliance with the financial covenants 
contained in subparagraph 9.(ac);
 
(iv)    promptly after any change in the rating of Tenant's 
senior, unsecured debt by Standard and Poor's Corporation or 
Moody's Investor Service, Inc. or in Tenant's Debt to Capital 
Ratio (as defined in subparagraph 1.(cm)), which will result 
in a change in the Spread (as defined in 
subparagraph 1.(cm)), a certificate of a Responsible 
Financial Officer of Tenant in substantially the form 
attached hereto as Exhibit F with computations evidencing 
Tenant's calculation of the Spread after giving effect to 
such changes;
 
(v)     promptly after the sending or filing thereof, copies of 
all proxy statements, financial statements and reports which 
Tenant sends to Tenant's stockholders, and copies of all 
regular, periodic and special reports, and all registration 
statements (other than registration statements on Form S-8 or 
any form substituted therefor) which Tenant files with the 
Securities and Exchange Commission or any governmental 
authority which may be substituted therefor, or with any 
national securities exchange;
 
(vi)    as soon as possible and in any event within five (5) 
Business Days after a Responsible Financial Officer of Tenant 
becomes aware of the occurrence of each Default or Event of 
Default with respect to the Affirmative Financial Covenants 
described in subparagraph 9.(ae) or the Negative Covenants 
described in subparagraph 9.(af), a statement of a 
Responsible Financial Officer of Tenant setting forth details 
of such Default or Event of Default and the action which 
Tenant has taken and proposes to take with respect thereto;
 
(vii)   upon request by Landlord, a statement in writing 
certifying that this Lease is unmodified and in full effect 
(or, if there have been modifications, that this Lease is in 
full effect as modified, and setting forth such 
modifications) and the dates to which the Base Rent has been 
paid and either stating that to the knowledge of Tenant no 
Default or Event of Default under this Lease has occurred and 
is continuing or, if a Default or Event of Default under this 
Lease has occurred and is continuing, a brief statement as to 
the nature thereof; it being intended that any such statement 
by Tenant may be relied upon by any prospective purchaser or 
mortgagee of the Leased Property and by any Participant; and
 
(viii)  such other information respecting the condition or 
operations, financial or otherwise, of Tenant, of any of its 
Subsidiaries or of the Leased Property as Landlord or any 
Participant through Landlord may from time to time reasonably 
request.

Landlord is hereby authorized to deliver a copy of any 
information or certificate delivered to it pursuant to this 
subparagraph 9.(w) to any Participant and to any regulatory 
body having jurisdiction over Landlord that requires or 
requests it.

(x)     Further Assurances.  Tenant shall, on request of Landlord, 
(i) promptly correct any defect, error or omission which may be 
discovered in the contents of this Lease or in any other 
instrument executed in connection herewith or in the execution 
or acknowledgment thereof; (ii) execute, acknowledge, deliver 
and record or file such further instruments and do such further 
acts as may be necessary, desirable or proper to carry out more 
effectively the purposes of this Lease and to subject to this 
Lease any property intended by the terms hereof to be covered 
hereby including specifically, but without limitation, any 
renewals, additions, substitutions, replacements or 
appurtenances to the Leased Property; (iii) execute, 
acknowledge, deliver, procure and record or file any document 
or instrument deemed advisable by Landlord to protect its 
rights in and to the Leased Property against the rights or 
interests of third persons; and (iv) provide such certificates, 
documents, reports, information, affidavits and other 
instruments and do such further acts as may be necessary, 
desirable or proper in the reasonable determination of Landlord 
to enable Landlord, Landlord's Parent and other Participants to 
comply with the requirements or requests of any agency or 
authority having jurisdiction over them.
 
(y)     Fees and Expenses; General Indemnification; Increased 
Costs; and Capital Adequacy Charges.
 
(i)     Except for any costs paid by Landlord with the proceeds 
of the advance described in subparagraph 1.(s) as part of the 
Closing Costs, Tenant shall pay (and shall indemnify and hold 
harmless Landlord, Landlord's Parent and any Person claiming 
through Landlord by reason of a Permitted Transfer from and 
against) all Losses incurred by Landlord or Landlord's Parent 
or any Person claiming through Landlord through a Permitted 
Transfer in connection with or because of (A) the ownership 
of any interest in or operation of the Leased Property, (B) 
the negotiation or administration of this Lease, the Purchase 
Documents, the Environmental Indemnity or the Participation 
Agreement, (C) the making of Funding Advances, including 
Attorneys' Fees or other costs incurred to evaluate lien 
releases and other information submitted by Tenant with 
requests for Construction Advances, (D) the construction of 
the Designated Improvements, whether such Losses are incurred 
at the time of execution of this Lease or at any time during 
the Term, or (E) Tenant's request for assistance in 
identifying any new Participant pursuant to Paragraph 18 of 
the Purchase Agreement, whether such Losses are incurred at 
the time of execution of this Lease or at any time during the 
Term.  Costs and expenses included in such Losses may 
include, without limitation, all appraisal fees, filing and 
recording fees, inspection fees, survey fees, taxes (other 
than Excluded Taxes), brokerage fees and commissions, 
abstract fees, title policy fees, Uniform Commercial Code 
search fees, escrow fees, Attorneys' Fees and environmental 
consulting fees incurred by Landlord with respect to the 
Leased Property.  If Landlord pays or reimburses Landlord's 
Parent for any such Losses, Tenant shall reimburse Landlord 
for the same notwithstanding that Landlord may have already 
received any payment from any other Participant on account of 
such Losses, it being understood that the other Participant 
may expect repayment from Landlord when Landlord does collect 
the required reimbursement from Tenant.
 
(ii)    Tenant shall also pay (and indemnify and hold harmless 
Landlord, Landlord's Parent and any Person claiming through 
Landlord by reason of a Permitted Transfer from and against) 
all Losses, including Attorneys' Fees, incurred or expended 
by Landlord or Landlord's Parent or any Person claiming 
through Landlord through a Permitted Transfer or in 
connection with (A) the breach by Tenant of any covenant of 
Tenant herein or in any other instrument executed in 
connection herewith or (B) Landlord's exercise in a lawful 
manner of any of Landlord's remedies hereunder or under 
Applicable Law or Landlord's protection of the Leased 
Property and Landlord's interest therein as permitted 
hereunder or under Applicable Law.  (However, the indemnity 
in the preceding sentence shall not be construed to make 
Tenant liable to both Landlord and any Participant or other 
party claiming through Landlord for the same damages.  For 
example, so long as Landlord remains entitled to recover any 
past due Base Rent from Tenant, no Participant shall be 
entitled to collect a percentage of the same Base Rent from 
Tenant.)  Tenant shall further indemnify and hold harmless 
Landlord and all other Indemnified Parties against, and 
reimburse them for, all Losses which may be imposed upon, 
asserted against or incurred or paid by them by reason of, on 
account of or in connection with any bodily injury or death 
or damage to the property of third parties occurring in or 
upon or in the vicinity of the Leased Property through any 
cause whatsoever.  THE FOREGOING INDEMNITY FOR INJURY, DEATH 
OR PROPERTY DAMAGE SHALL APPLY EVEN WHEN INJURY, DEATH OR 
PROPERTY DAMAGE IN, ON OR IN THE VICINITY OF THE LEASED 
PROPERTY RESULTS IN WHOLE OR IN PART FROM THE ORDINARY 
NEGLIGENCE (AS DEFINED ABOVE) OF AN INDEMNIFIED PARTY; 
provided, such indemnity shall not apply to Losses suffered 
by an Indemnified Party that were proximately caused by (and 
attributed by any applicable principles of comparative fault 
to) the Active Negligence, gross negligence or wilful 
misconduct of such Indemnified Party.
 
(iii)   If, after the date hereof, due to either (A) the 
introduction of or any change (other than any change by way 
of imposition or increase of reserve requirements included in 
the Eurodollar Rate Reserve Percentage) in or in the 
interpretation of any law or regulation or (B) the compliance 
with any guideline or request from any central bank or other 
governmental authority (whether or not having the force of 
law), there shall be any increase in the cost to Landlord's 
Parent or any other Participant of agreeing to make or 
making, funding or maintaining advances to Landlord in 
connection with the Leased Property, then Tenant shall from 
time to time, upon demand by Landlord pay to Landlord for the 
account of Landlord's Parent or such other Participant, as 
the case may be, additional amounts sufficient to compensate 
Landlord's Parent or the Participant for such increased cost. 
 An increase in costs resulting from any imposition or 
increase of reserve requirements applicable to Collateral 
held from time to time by Landlord's Parent or other 
Participants pursuant to the Pledge Agreement would be an 
increase covered by the preceding sentence.  A certificate as 
to the amount of any increased cost covered by this 
subparagraph, submitted to Landlord and Tenant by Landlord's 
Parent or the other Participant, shall be conclusive and 
binding for purposes of determining Tenant's obligations 
hereunder, absent clear and demonstrable error.
 
(iv)    Landlord's Parent or any other Participant may demand 
additional payments (herein called "Capital Adequacy 
Charges") if Landlord's Parent or the other Participant 
determines that any law or regulation or any guideline or 
request from any central bank or other governmental authority 
(whether or not having the force of law) affects the amount 
of capital to be maintained by it and that the amount of such 
capital is increased by or based upon the existence of 
Funding Advances made or to be made to Landlord to permit 
Landlord to maintain Landlord's investment in the Leased 
Property or to make Construction Advances.  To the extent 
that Landlord's Parent or the other Participant demands 
Capital Adequacy Charges as compensation for the additional 
capital requirements reasonably allocable to such advances, 
Tenant shall pay to Landlord for the account of Landlord's 
Parent or the other Participant, as the case may be, the 
amount so demanded.
 
(v)     Any amount to be paid to Landlord, Landlord's Parent or 
any other Indemnified Party under this subparagraph 9.(y) 
shall be a demand obligation owing by Tenant.  Tenant's 
indemnities and obligations under this subparagraph 9.(y) 
shall survive the termination or expiration of this Lease 
with respect to any circumstance or event existing or 
occurring prior to such termination or expiration.
 
(z)     Liability Insurance.  Tenant shall maintain one or more 
policies of commercial general liability insurance against 
claims for bodily injury or death and property damage occurring 
or resulting from any occurrence in or upon the Leased 
Property, in standard form and with an insurance company or 
companies rated by the A.M. Best Company of Oldwick, New Jersey 
as having a policyholder's rating of A or better and a reported 
financial information rating of X or better, such insurance to 
afford immediate protection, to the aggregate limit of not less 
than $10,000,000 combined single limit for bodily injury and 
property damage in respect of any one accident or occurrence, 
with not more than $1,000,000 (or such other amount as Landlord 
and Tenant may agree upon in writing from time to time) 
self-insured retention.  Such commercial general liability 
insurance shall include blanket contractual liability coverage 
which insures contractual liability under the indemnifications 
set forth in this Lease (other than the indemnifications set 
forth in Paragraph 12 concerning environmental matters), but 
such coverage or the amount thereof shall in no way limit such 
indemnifications.  The policy evidencing such insurance shall 
name as additional insureds Landlord and all Participants of 
which Tenant has been notified (including Landlord's Parent and 
the Participants).  Tenant shall maintain with respect to each 
policy or agreement evidencing such commercial general 
liability insurance such endorsements as may be reasonably 
required by Landlord and shall at all times deliver and 
maintain with Landlord written confirmation (in form 
satisfactory to Landlord) with respect to such insurance from 
the applicable insurer or its authorized agent, which 
confirmation must provide that insurance coverage will not be 
canceled or reduced without at least ten (10) days notice to 
Landlord.  Not less than five (5) days prior to the expiration 
date of each policy of insurance required of Tenant pursuant to 
this subparagraph, Tenant shall deliver to Landlord a 
certificate evidencing a paid renewal policy or policies.
 
(aa)    Permitted Encumbrances.  Except to the extent expressly 
required of Landlord by subparagraph 10.(b), Tenant shall 
comply with and will cause to be performed all of the 
covenants, agreements and obligations imposed upon the owner of 
the Leased Property in the Permitted Encumbrances in accordance 
with their respective terms and provisions.  Tenant shall not, 
without the prior written consent of Landlord, modify or permit 
any modification of any Permitted Encumbrance in any manner 
that could impose significant monetary obligations upon 
Landlord or any subsequent owner of the Leased Property, could 
significantly and adversely affect the value of the Leased 
Property, could impose any lien to secure payment or 
performance obligations against any part of the Leased Property 
or would otherwise be material and adverse to Landlord.
 
(ab)    Environmental.  
 
(i)     Environmental Covenants.  Tenant covenants:
 
a)      not to cause or permit the Leased Property to be in 
violation of, or do anything or permit anything to be 
done which will subject the Leased Property to any 
remedial obligations under, any Environmental Laws, 
including without limitation CERCLA and RCRA, assuming 
disclosure to the applicable governmental authorities 
of all relevant facts, conditions and circumstances 
pertaining to the Leased Property;
 
b)      not to conduct or authorize others to conduct 
Hazardous Substance Activities on the Leased Property, 
except Permitted Hazardous Substance Use;
 
c)      to the extent required by Environmental Laws, to 
remove Hazardous Substances from the Leased Property 
(or if removal is prohibited by law, to take whatever 
action is required by law) promptly upon discovery; and
 
d)      not to discharge or authorize the discharge of 
anything (including Permitted Hazardous Substances) 
from the Leased Property into groundwater or surface 
water that would require any permit under applicable 
Environmental Laws, other than storm water runoff.

	If Tenant's failure to cure any breach of the covenants 
listed above in this subparagraph (i) continues beyond the 
Environmental Cure Period (as defined below), Landlord may, 
in addition to any other remedies available to it, after 
notifying Tenant of the remediation efforts Landlord believes 
are needed, cause the Leased Property to be freed from all 
Hazardous Substances (or if removal is prohibited by law, to 
take whatever action is required by law), and the cost of the 
removal shall be a demand obligation owing by Tenant to 
Landlord.  Further, subject to the provisions of subparagraph 
12.(c) below, Tenant agrees to indemnify Landlord against all 
Losses incurred by or asserted or proven against Landlord in 
connection therewith.  As used in this subparagraph, 
"Environmental Cure Period" means the period ending on the 
earlier of: (1) one hundred and eighty days (180) after 
Tenant is notified of the breach which must be cured within 
such period, or such longer period as is reasonably required 
for any cure that Tenant pursues with diligence pursuant to 
and in accordance with an Approved Plan (as defined below), 
(2) the date any writ or order is issued for the levy or sale 
of any property owned by Landlord (including the Leased 
Property) or any criminal action is instituted against 
Landlord or any of its directors, officers or employees 
because of the breach which must be cured within such period, 
(3) the end of the Term.  As used in this subparagraph, an 
"Approved Plan" means a plan of remediation of a violation of 
Environmental Laws for which Tenant has obtained, within one 
hundred and eighty days (180) after Tenant is notified of the 
applicable breach of the covenants listed above in this 
subparagraph (i), the written approval of the governmental 
authority with primary jurisdiction over the violation and 
with respect to which no other governmental authority 
asserting jurisdiction has claimed such plan is inadequate.

(ii)    Environmental Inspections and Reviews.  Landlord 
reserves the right to retain an independent professional 
consultant to review any report prepared by Tenant or to 
conduct Landlord's own investigation to confirm whether 
Hazardous Substances Activities or the discharge of anything 
into groundwater or surface water has occurred in violation 
of the preceding subparagraph (i), but Landlord's right to 
reimbursement for the fees of such consultant shall be 
limited to the following circumstances: (1) an Event of 
Default shall have occurred; (2) Landlord shall have retained 
the consultant to establish the condition of the Leased 
Property just prior to any conveyance thereof pursuant to the 
Purchase Agreement or just prior to the expiration of this 
Lease; (3) Landlord shall have retained the consultant to 
satisfy any regulatory requirements applicable to Landlord or 
its Affiliates; or (4) Landlord shall have retained the 
consultant because Landlord has been notified of a violation 
of Environmental Laws concerning the Leased Property or 
Landlord otherwise reasonably believes that Tenant has not 
complied with the preceding subparagraph (i).  Tenant grants 
to Landlord and to Landlord's agents, employees, consultants 
and contractors the right during reasonable business hours 
and after reasonable notice to enter upon the Leased Property 
to inspect the Leased Property and to perform such tests as 
are reasonably necessary or appropriate to conduct a review 
or investigation of Hazardous Substances on, or any discharge 
into groundwater or surface water from, the Leased Property. 
Tenant shall promptly reimburse Landlord for the cost of any 
such inspections and tests, but only when the inspections and 
tests are (1) ordered by Landlord after an Event of Default; 
(2) ordered by Landlord to establish the condition of the 
Leased Property just prior to any conveyance thereof pursuant 
to the Purchase Agreement or just prior to the expiration of 
this Lease; (3) ordered by Landlord to satisfy any regulatory 
requirements applicable to Landlord or its Affiliates; or (4) 
ordered because Landlord has been notified of a violation of 
Environmental Laws concerning the Leased Property or Landlord 
otherwise reasonably believes that Tenant has not complied 
with the preceding subparagraph (i).
 
(iii)   Notice of Environmental Problems.  Tenant shall 
immediately advise Landlord of (i) any discovery of any event 
or circumstance which would render any of the representations 
contained in subparagraph 9.(e) inaccurate in any material 
respect if made at the time of such discovery, (ii) any 
remedial action taken by Tenant in response to any (A) 
discovery of any Hazardous Substances other than Permitted 
Hazardous Substances on, under or about the Leased Property 
or (B) any claim for damages resulting from Hazardous 
Substance Activities, (iii) Tenant's discovery of any 
occurrence or condition on any real property adjoining or in 
the vicinity of the Leased Property which could cause the 
Leased Property or any part thereof to be subject to any 
ownership, occupancy, transferability or use restrictions 
under Environmental Laws, or (iv) any investigation or 
inquiry affecting the Leased Property by any governmental 
authority in connection with any Environmental Laws.  In such 
event, Tenant shall deliver to Landlord within thirty (30) 
days after Landlord's request, a preliminary written 
environmental plan setting forth a general description of the 
action that Tenant proposes to take with respect thereto, if 
any, to bring the Leased Property into compliance with 
Environmental Laws or to correct any breach by Tenant of the 
covenants listed above in subparagraph (i), including, 
without limitation, any proposed corrective work, the 
estimated cost and time of completion, the name of the 
contractor and a copy of the construction contract, if any, 
and such additional data, instruments, documents, agreements 
or other materials or information as Landlord may reasonably 
request.
 
(ac)    Affirmative Financial Covenants.   
 
(i)     Quick Ratio. Tenant shall maintain a ratio of (A) Quick 
Assets of Tenant and its Subsidiaries (determined on a 
consolidated basis) to (B) the sum of Current Liabilities of 
Tenant and its Subsidiaries (determined on a consolidated 
basis), of not less than 1.00 to 1.00.  As used in this 
subparagraph 9.(ac), "Quick Assets" means the sum (without 
duplication of any item) of the Collateral held and pledged 
under the Pledge Agreement, plus unencumbered cash, plus 
unencumbered short term cash investments, plus other 
unencumbered marketable securities which are classified as 
short term investments according to GAAP, plus the fair 
market value of unencumbered Long-Term Investments, plus 
unencumbered current net accounts receivable.  For purposes 
of determining Quick Assets, assets will be deemed to be 
"unencumbered" if they are actually unencumbered or if they 
are encumbered only by Liens, from which, at the time of the 
applicable determination of Quick Assets, Tenant is entitled 
to a release of such assets upon no more than ninety days' 
notice, without any payment (other than the payment of 
ministerial fees and costs), without subjecting other assets 
to any Lien and without otherwise satisfying any condition 
that is beyond Tenant's control.  As used herein "Long-Term 
Investments" means those investments described below (to the 
extent that they are not classified as short term investments 
in accordance with GAAP), provided that such investments 
shall have maturities of not longer than two years, and shall 
be rated not less than A- by Standard & Poor's Corporation or 
less than A by Moody's Investors Service, Inc.:

			(1)     Securities issued or fully guaranteed 
or fully insured by the United States government or any 
agency thereof and backed by the full faith and credit 
of the United States;

			(2)     Certificates of deposit, time 
deposits, eurodollar time deposits, repurchase 
agreements, or banker's acceptances that are issued by 
either one of the 50 largest (in assets) banks in the 
United States or by one of the 100 largest (in assets) 
banks in the world; and

			(3)     Notes and municipal bonds.

	As used in this subparagraph 9.(ac), "Current Liabilities" 
means, with respect to any Person, all liabilities of such 
Person treated as current liabilities in accordance with 
GAAP, including without limitation (a) all obligations 
payable on demand or within one year after the date in which 
the determination is made and (b) installment and sinking 
fund payments required to be made within one year after the 
date on which determination is made, but excluding all such 
liabilities or obligations which are renewable or extendable 
at the option of such Person to a date more than one year 
from the date of determination.

(ii)    Maximum Senior Debt to Capitalization.  Throughout the 
Term Tenant shall maintain a ratio of Senior Debt to 
Capitalization of not more than 0.35 to 1.00.  As used in 
this subparagraph 9.(ac):

		"Senior Debt" means the outstanding Debt of 
Tenant and its Subsidiaries (determined on a 
consolidated basis), minus the aggregate principal 
amount of the Subordinated Debt.

		"Capitalization" means the sum of the Debt of 
Tenant and its Subsidiaries (determined on a 
consolidated basis), including the aggregate principal 
amount of the Subordinated Debt, plus Consolidated 
Tangible Net Worth of Tenant and its Subsidiaries 
(determined on a consolidated basis).

		"Subordinated Debt" means the following 
unsecured Debt of Tenant: (i) unsecured Debt in respect 
of the $110,000,000 aggregate principal amount at 
maturity of 10 1/14% Convertible Subordinated Notes due 
2001 issued pursuant to the Indenture (in this 
definition called the "Existing Subordinated Notes") 
but only so long as such unsecured Debt remains 
expressly and unconditionally subordinated to the 
payment and performance obligations of Tenant in 
transactions of the type and structure contemplated by 
this Lease and the Purchase Agreement; (ii) other 
unsecured Debt of Tenant which is expressly and 
unconditionally subordinated to the obligations of 
Tenant under this Lease and the Purchase Agreement on 
the same terms as the Existing Subordinated Notes or on 
other terms approved by the Majority, as defined in the 
Participation Agreement (such approval not to be 
unreasonably withheld), which together with the 
Existing Subordinated Notes, does not exceed at any 
time an aggregate amount equal to fifteen percent (15%) 
of Tenant's Consolidated Tangible Net Worth at such 
time; and (iii) other unsecured Debt of Tenant in an 
amount approved in writing by the Majority and which is 
expressly and unconditionally subordinated to the 
obligations of Tenant under this Lease and the Purchase 
Agreement on terms approved in writing by the Majority, 
in each case in its sole discretion.  
 
		"Consolidated Tangible Net Worth" means, at any 
date of determination thereof, the excess determined in 
accordance with GAAP of consolidated total assets on 
such date over consolidated total liabilities on such 
date; provided, however, that Intangible Assets on such 
date shall be excluded from any determination of 
consolidated total assets on such date.

		"Intangible Assets" means, as of the date of any 
determination thereof, the total amount of all assets 
of Tenant and its consolidated Subsidiaries that are 
properly classified as "intangible assets" in 
accordance with GAAP and, in any event, shall include, 
without limitation, goodwill, patents, trade names, 
trademarks, copyrights, franchises, experimental 
expense, organization expense, unamortized debt 
discount and expense, and deferred charges other than 
prepaid insurance and prepaid taxes and current 
deferred taxes which are classified on the balance 
sheet of Tenant and its consolidated Subsidiaries as a 
current asset in accordance with GAAP and in which 
classification Tenant's independent public accountants 
concur.

		"Indenture" means the Indenture dated as of 
November 1, 1994 by and between Tenant and the First 
National Bank of Boston, as trustee.

(iii)   Minimum Tangible Net Worth.  Tenant shall not permit 
its Consolidated Tangible Net Worth, on a consolidated basis, 
at the end of any fiscal quarter to be less than the sum of: 
(A) eighty percent (80%) of Consolidated Tangible Net Worth 
of Tenant as of May 31, 1997 (restated to give effect to 
Tenant's subsequent merger with U.S. Robotics, such that 
"Consolidated Tangible Net Worth" as used in this clause (A) 
reflects not only Tenant's May 31, 1997 Consolidated Tangible 
Net Worth as reported prior to the merger, but also the 
March 30, 1997 Consolidated Tangible Net Worth of U.S. 
Robotics reported prior to the merger); plus (B) fifty 
percent (50%) of Tenant's net income (but without deducting 
any net losses for any period) earned in each fiscal quarter, 
starting with the quarter ended August 31, 1997, and ending 
with the quarter which, at such time, is the most recently 
ended fiscal quarter; less (C) the amount of write-offs 
resulting from acquisitions after May 31, 1997, such amount 
not to exceed an aggregate, cumulative amount of 
$550,000,000.
 
(iv)    Fixed Charge Ratio.  Throughout the Term Tenant shall 
maintain as of the last day of each fiscal quarter of Tenant 
a ratio of (A) Adjusted EBIT of Tenant and its Subsidiaries 
(determined on a consolidated basis) for the twelve (12) 
month period ending on such date, to (B) Fixed Charges of 
Tenant and its Subsidiaries (determined on a consolidated 
basis) for the twelve (12) month period ending on such date, 
of not less than 2.00 to 1.00.  As used in this clause (iv), 
"Adjusted EBIT" means, for any accounting period, net income 
(or net loss), plus the amounts (if any) which, in the 
determination of net income (or net loss) for such period, 
have been deducted for (a) gross interest expense, (b) income 
tax expense (c) rent expense under leases of property 
(excluding rent expense payable under any "Minor Lease", 
which shall mean a lease under which rent is less than 
$1,000,000 per annum), (d) depreciation, and (e) non-
recurring charges taken in connection with acquisitions, in 
each case determined in accordance with GAAP.  As used in 
this clause (iv), "Fixed Charges" means, for any accounting 
period, the sum of (a) gross interest expense, plus 
(b) amortization of principal or debt discount in respect of 
all Debt during such period, plus (c) rent payable under all 
leases of property during such period (excluding rent payable 
under any Minor Lease), plus (d) taxes payable during such 
period.