LEASE
                             TABLE OF CONTENTS


SECTION                                                      PAGE


I.   BASIC LEASE PROVISIONS                                     1

II.  LEASE OF PREMISES:                                         2

III. RIGHT OF FIRST REFUSAL                                     4

IV.  PARTIAL SURRENDER                                          4

V.   RENT                                                       4

VI.  UTILITIES AND SERVICES                                     8

VII. USE                                                       10

VIII.INSURANCE                                                 10

IX.  REPAIRS AND MAINTENANCE; ALTERATIONS                      11

X.   MECHANICS LIENS                                           12

XI.  OPTION TO EXTEND                                          13

XII. DEFAULTS OF TENANT                                        15

XIII.DESTRUCTION AND RESTORATION                               17

XIV. CONDEMNATION                                              17

XV.  ASSIGNMENT AND SUBLETTING                                 18

XVI. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT             19

XVII.LANDLORD'S ACCESS                                         19

XVIII.SURRENDER AND HOLDING-OVER                               20

XIX. HAZARDOUS AND TOXIC MATERIALS                             20

XX.  DEFAULTS BY LANDLORD                                      22

XXI. ATTORNEYS' FEES                                           22

XXII.FORCE MAJEURE                                             22

XXIIIMISCELLANEOUS PROVISIONS                                  22

LEASE

I.   BASIC LEASE PROVISIONS

     I.   DATE OF LEASE: _________,19   .

          J.   LANDLORD (hereafter referred to as  Landlord ):

               EBS Building, L.L.C.




     K.   TENANT (hereafter referred to as  Tenant ):

          Edison Brothers Stores, Inc.
          501 North Broadway
               St. Louis, Missouri 63102

     L.   BUILDING:

               501 North Broadway
               St. Louis, Missouri 63102

          M.   PREMISES: 260,060 square feet (hereinafter referred to as
          the  Rentable Area of the Premises ) located on Floors 1 through
          7 of the Building (more particularly shown on Exhibit  A
          attached hereto); plus a 1st Floor mezzanine area containing
          approximately 9,421 square feet and a 2nd Floor mezzanine area
          containing approximately 3,587 square feet, which areas will be
          included as part of the Premises but not included in the Rentable
          Area of the Premises.  The  Premises  contain approximately
          273,068 square feet located as follows:

                    Floor 1             34,065 square feet
                    Floor 1 (mezzanine)  9,421 square feet
                    Floor 2             25,187 square feet
                    Floor 2 (mezzanine)  3,587 square feet
                    Floor 3             46,008 square feet
                    Floor 4             46,008 square feet
                    Floor 5             46,008 square feet
                    Floor 6             31,392 square feet
                    Floor 7             31,392 square feet
                                        273,068 square feet

          N.   COMMENCEMENT DATE:  The date (hereinafter referred to as the
          Commencement Date ) on which Landlord first holds fee simple
          title to the Building.

          O.   LEASE YEAR: A period of twelve consecutive calendar months,
          the first Lease Year beginning on the Commencement Date and
          extending through the last day of the twelfth (12th) full
          calendar month following the Commencement Date.  Subsequent Lease
          Years will expire on the anniversary date of the first Lease
          Year.  If the Commencement Date occurs on the first day of a
          month, the month in which such Commencement Date occurs will be
          the first full calendar month of the first Lease Year.  If the
          Commencement Date occurs on other than the first day of a month,
          the month following the month in which the Commencement Date
          occurs will be the first full calendar month of the first Lease
          Year.

          P.   LEASE TERM: The term of this Lease (hereinafter referred to
          as the  Lease Term ) will commence on the Commencement Date and
          will expire at midnight on the last day of the third (3rd) Lease
          Year (hereinafter referred to as the  Expiration Date ).

          Q.   ANNUAL BASE RENT: $9.00 per square foot of Rentable Area of
          the Premises per year during Lease Years 1-3 of the Lease Term.

          R.   TENANT'S PRO RATA SHARE:  Tenant's Pro Rata Share  as used
          in this Lease shall mean fifty-nine and eight-tenths percent
          (59.8%) , which is the quotient (expressed as a percentage)
          derived by dividing the Rentable Area of the Premises (260,060
          square feet) by the Rentable Area of the Building (434,136 square
          feet).

          S.   COMMON AREAS: Those portions of the Building intended for
          use in common by Landlord, Tenant, the other tenants of the
          Building and the employees, agents, concessionaires, vendors,
          customers and invitees of each of them, such Common Areas to
          include the portions of Floors 1 and 2 shown outlined in red on
          Exhibit  B  attached hereto and, with respect to the other Floors
          of the Building that are not occupied entirely by one (1) tenant,
          the elevator lobby, toilet rooms, mechanical rooms, common
          stairwells and common hallways on each such Floor.

          T.   EXHIBITS:

                                   1.   EXHIBIT A:          Floor plans
                              depicting Floors 1 through 7 of the Building
                              and indicating the Rentable Floor Area on
                              each Floor.

                                   2.   EXHIBIT B:          Floor plans
                              depicting Floors 1 and 2 of the Building and
                              showing the  Common Areas  on each Floor
                              outlined in red, the  Meeting and Media Areas
                              crosshatched in green and the  Atrium  cross-
                              hatched in blue.

                                   3.   EXHIBIT C:          A plan showing
                              the  St. Louis Centre Access Area  outlined
                              in red.

                                   4.   EXHIBIT D:          Floor plans
                              depicting levels B-l and B-2 of the
                              Building's parking garage.

                                   5.   EXHIBIT E:          Building Rules
                              and Regulations.

                                   6.   EXHIBIT F:          A plan showing
                              the 11th Floor conference area.

II.  LEASE OF PREMISES:

     For and in consideration of the rental and of the covenants and
agreements hereinafter set forth to be kept and performed by Landlord and
Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the premises as described in Section I.E. (referred to herein as
the  Premises ) which are contained in the building (which, together with
the land on which such building is located and all appurtenances thereto,
is referred to herein as the  Building ) located at 501 North Broadway,
St. Louis, Missouri, for the term and upon the conditions provided in this
Lease.

     Tenant has taken possession of the Premises and is conclusively deemed
to have accepted the Premises in the condition existing on the Commencement
Date and to have waived all claims against Landlord relating to the
condition of the Premises and the Building on the Commencement Date.
Landlord hereby waives all claims against Tenant relating to the condition
of the Premises and the Building on the Commencement Date.  No agreement of
Landlord or Tenant to alter, remodel, decorate, clean or improve the
Premises or the Building and no representation regarding the condition of
the Premises or the Building has been made by or on behalf of Landlord or
Tenant, except as stated in this Lease.

     The Rentable Area of the Premises shall be as stated in Section I.E.
In the event the Rentable Area of the Premises is hereafter expanded or
reduced so as to be more or less than the area described in Section I.E.
the Annual Base Rent shall be proportionately adjusted on the basis of the
per square foot Annual Base Rent as set forth in Section I.I.

     The  Common Areas  shown outlined in red on Exhibit  B  hereto, as
well as the Common Areas located on other Floors of the Building, will be
provided and maintained by Landlord during the Lease Term as areas for use
by Tenant in common with Landlord, the other tenants or occupants of the
Building and the employees, agents, concessionaires, vendors, customers and
invitees of each of them and Tenant is hereby granted the non-exclusive
right to use and enjoy all such Common Areas in and around the Building
during the Lease Term.  The Common Areas, including the Meeting and Media
Areas and the Atrium, will continue during the Lease Term to be used for
the same purposes and in the same manner as those areas are being used at
the date of this Lease.

     Tenant shall have the exclusive right to conduct  special events ,
such as rallies, meetings, fashion shows, special sales and promotions,
receptions, parties and luncheons in the Atrium from time to time as Tenant
deems appropriate.  Tenant shall be permitted to decorate the Atrium as
Tenant sees fit for any such special event, but Tenant shall be responsible
for removing such decorations and restoring the Atrium to its customary
configuration and condition immediately following any such special event.
No other person or entity will be permitted to use or control the Atrium to
the exclusion of Tenant and, except for Tenant's special events, the Atrium
will be maintained at all times by Landlord in a manner that will minimize
noise or other interruptions of or distractions from the business being
conducted by Tenant in the Premises.

     The personal property located in and/or serving the Atrium and the
Meeting and Media Areas will continue to be owned and maintained by Tenant.
Such property includes, without limitation, tables, chairs, benches, plants
and other decorative items, cooking equipment and utensils, electronic and
audio-visual equipment.  Tenant may remove or replace any such property or
equipment at any time.

     No modification, alteration or addition to the Common Areas of the
Building will be permitted without the advance written consent of Tenant,
which consent will not be unreasonably withheld.

     No change in the decor or ambiance of the Atrium or Meeting and Media
Areas will be permitted without the advance written consent of Tenant,
which consent will not be unreasonably withheld.

     Scheduling of the use of the Meeting and Media Areas will remain under
the control of Tenant during the Lease Term.  Tenant will use reasonable
efforts to accommodate the needs of Landlord and the other tenants of the
Building with regard to their use of the Meeting and Media Areas.

     The St. Louis Centre Access Area (the  Access Area ) shown outlined in
red on Exhibit  C  hereto will be considered a Common Area for all purposes
hereunder even though it is not a part of the Building.  The Access Area is
presently leased by Tenant from the Land Clearance For Redevelopment
Authority of the City of St. Louis (the  LCRA ) pursuant to a lease dated
December 22, 1982 (the  Access Lease ).  The Access Lease is for a term of
twenty (20) years plus ten (10) consecutive options to extend the term of
five (5) years each (the  Access Term ).  The Access Area will be subleased
to Landlord by Tenant for a term corresponding to the Access Term.  Rent
payable by Landlord pursuant to such sublease will be Zero Dollars ($0.00)
for so long as Tenant occupies all or any portion of the Premises.
Thereafter, Landlord shall pay directly to the LCRA, as rent for the Access
Area, that portion of the rent and other charges payable pursuant to the
Access Lease that is attributable to the Access Area.  The intent of the
parties is that Tenant should have no responsibility whatsoever for the
Access Area if Tenant does not lease or occupy any portion of the Building.
The Access Area will be maintained by Landlord during the Lease Term as a
means of access to and from the Building and the St. Louis Centre and
St. Louis Centre Garage.  Security will be provided by Landlord controlling
access to the Building from the St. Louis Centre and St. Louis Centre
Garage in substantially the same manner as is provided at the date of this
Lease.

     Tenant shall have the right to occupy the 8th Floor of the Building
and a conference area located on the 11th Floor of the Building (more
particularly shown on Exhibit F attached hereto) on a rent-free basis for a
period of up to one (1) year from and after the Commencement Date.
Notwithstanding the foregoing, if (i) Landlord leases all or any part of
the 8th Floor to any third party, Landlord shall promptly notify Tenant in
writing and Tenant shall thereafter vacate the 8th Floor or such portion
thereof as has been leased by Landlord within sixty (60) days after the
date of such notice, and (ii) Landlord leases the 11th Floor conference
area to any third party, Landlord shall promptly notify Tenant in writing
and Tenant shall thereafter vacate the 11th Floor conference area within
five (5) days after the date of such notice.

III. RIGHT OF FIRST REFUSAL:

     If, at any time after the date of this Lease and while this Lease is
in full force and effect, Landlord should receive from a bona fide, arm's-
length prospective tenant a bona fide written offer ( Bona Fide Offer ) to
lease any space in the Building that is available for lease (the  Offer
Space ), and should Landlord desire to accept the Bona Fide Offer, Landlord
shall first make a written offer (the  Tenant Offer ) to lease the Offer
Space to Tenant at the rent and upon the terms and conditions set forth in
the Bona Fide Offer.  The Tenant Offer shall be accompanied by a copy of
the Bona Fide Offer.  Tenant may accept the Tenant Offer by service of
notice of acceptance on Landlord on or before the thirtieth (30th) day
following delivery of the Tenant Offer to Tenant (the  Acceptance Period ).
If the Tenant Offer is accepted, Landlord and Tenant will, within ninety
(90) days following the date of Tenant's notice of acceptance, enter into a
lease of the Offer Space in the form of this Lease, but substituting only
the terms of the Bona Fide Offer to the extent such terms are inconsistent
with the terms of this Lease.  If Tenant fails to fully and timely accept
the Tenant Offer as herein provided, Landlord may lease the Offer Space to
the bona fide prospective tenant making the Bona Fide Offer in accordance
with the terms thereof; provided, however, that if Landlord fails to
consummate the lease of the Offer Space on the same terms and conditions as
are set forth in the Bona Fide Offer within ninety (90) days following the
expiration of the Acceptance Period, the Offer Space shall again be subject
to Tenant's right of first refusal.

IV.  PARTIAL SURRENDER

     Tenant shall have the right, upon at least nine (9) months written
notice to Landlord, to surrender the sixth (6th) floor of the Building to
Landlord.  Tenant shall also have the right, independent of the right
granted in the previous sentence, upon at least nine (9) months written
notice to Landlord, to surrender the seventh (7th) floor of the Building to
Landlord.  Tenant will vacate any space thus surrendered in accordance with
Section XVIII below, whereupon this Lease will be deemed automatically
amended so as to remove the surrendered space from the Premises and the
Rentable Area of the Premises for all purposes, including the payment of
Annual Base Rent and Additional Base Rent.

V.   RENT

     Commencing with the Commencement Date Tenant agrees to pay as Rent for
the Premises, at the times and in the manner hereinafter provided and
without offset or reduction of any kind whatsoever, the following sums of
money.

     A.   ANNUAL BASE RENT:  The Annual Base Rent set forth in Section I.I
shall be payable in twelve (12) equal monthly installments during each
Lease Year in advance, on the first day of each calendar month.  Should the
Commencement Date occur on a day of the month other than the first day of
such month, then the rental for the first fractional month shall be pro
rated based upon a thirty (30) day month.

     B.   ADDITIONAL BASE RENT:  During each Lease Year of the Extension
Period (as defined in Section XI below), Tenant shall pay to Landlord, as
Additional Base Rent hereunder, Tenant's Pro Rata Share of the amount, if
any, by which Basic Costs (hereinafter defined) for the applicable Lease
Year exceed Basic Costs for the Base Year.   Base Year  shall mean the
third (3rd) Lease Year of the Lease Term.  Tenant's Pro Rata Share of such
excess, if any, for any such Lease Year is hereinafter referred to as the
Excess .  In the event that Basic Costs in any such Lease Year decrease
below the amount of Basic Costs for the Base Year, Tenant's Pro Rata Share
of Basic Costs for such Lease Year shall be deemed to be $0.

     Tenant shall pay to Landlord, on the first day of each month during
the Extension Period, an estimated payment on account of Additional Base
Rent for the current Lease Year in the amount Landlord shall reasonably
specify from time to time by written notice to Tenant.

     Within sixty (60) days following the end of each Lease Year during the
Extension Period, Landlord shall provide to Tenant a statement (a
Statement ) of the actual Basic Costs associated with the Building during
the Lease Year just concluded and the amount of the Excess, if any, for
such Lease Year.  On or before thirty (30) days after delivery of such
Statements, Tenant will pay to Landlord the Excess, if any, attributable to
such Lease Year, minus any monthly installments of Additional Base Rent
previously paid by Tenant to Landlord for such Lease Year.

     If the monthly installments of Additional Base Rent actually paid by
Tenant for any Lease Year prove to be in excess of the actual Excess for
such Lease Year, then Landlord shall apply any such excess amount as a
credit against Tenant's estimated Additional Base Rent or Base Rent next
becoming due and payable hereunder, or if no further Additional Base Rent
or Base Rent will be due hereunder and Tenant is not in default hereunder,
promptly refund such overpayment to Tenant.  Failure or delay in delivering
any Statement, or failure or delay in computing the Excess, shall not be
deemed a waiver by Landlord of its right to deliver such items nor shall
any such failure or delay be deemed a release of Tenant's obligations with
respect to any Statement, or constitute a default hereunder.  The
provisions of this paragraph shall survive the expiration of the Lease Term
or the termination of this Lease.

     Notwithstanding the above, Tenant will in no event be responsible to
pay any portion of any Excess for any Lease Year that is more than three
percent (3%) of the Basic Costs actually paid by Landlord during the
immediately preceding Lease Year.

      Basic Costs  shall mean all costs and expenses paid or incurred in
each Lease Year in connection with owning, operating, managing, maintaining
and repairing the Building, including, but not limited to, the following:

          1.   All labor costs for all persons performing services required
     or utilized in connection with the operation, management, repair,
     maintenance and control of access to the Building, including but not
     limited to amounts incurred for wages, salaries and other compensation
     for services, payroll, social security, unemployment and other similar
     taxes, workers' compensation insurance, uniforms, training, disability
     benefits, pensions, hospitalization, retirement plans, group insurance
     or any other similar or like expenses or benefits.

          2.   All rental and/or purchase costs of materials, supplies,
     tools and equipment used in the operation, management, repair,
     maintenance and control of access to the Building.

          3.   All amounts charged to Landlord by contractors and/or
     suppliers for services, materials, equipment and supplies furnished in
     connection with the operation, repair, maintenance, and control of
     access to any part of the Building, including, without limitation, the
     heating, air conditioning, ventilating, plumbing, electrical, elevator
     and other systems and equipment.

          4.   All insurance premiums and costs paid by Landlord for fire
     and extended coverage insurance, earthquake and extended coverage
     insurance, liability and extended coverage insurance, rental loss
     insurance, elevator insurance, boiler insurance and other insurance
     customarily carried from time to time by lessors of comparable office
     buildings in downtown St. Louis.

          5.   Charges for all utilities, including but not limited to
     water, electricity, gas and sewer, but excluding those charges for
     which Landlord is otherwise reimbursed by Tenant or by other tenants.

          6.    Taxes,  which, for purposes hereof, shall mean: (a) all
     real estate taxes and assessments on the Building or the Premises, and
     taxes and assessments levied in substitution or supplementation in
     whole or in part of such taxes, (b) all personal property taxes for
     the Building's personal property, including license expenses, (c) all
     other taxes, fees or assessments now or hereafter levied by any
     governmental authority on the Building or its contents or on the
     operation and use thereof (except as relate to specific tenants), and
     (d) all costs and fees incurred in connection with seeking reductions
     in or refunds of Taxes (whether or not successful) including, without
     limitation, any costs incurred by Landlord to challenge the tax
     valuation of the Building, but excluding income taxes.  For the
     purpose of determining real estate taxes and assessments for any given
     year, the amount to be included in Taxes for such year shall be as
     follows: (1) with respect to any special assessment that is payable in
     installments, Taxes for such year shall include the amount of the
     installment due and payable during such year; and (2) with respect to
     all other real estate taxes, Taxes for such year shall be the amount
     due and payable for such year.  If a reduction in Taxes is obtained
     for any year of the Lease Term, then Basic Costs for such year will be
     retroactively adjusted and Landlord shall promptly refund to Tenant
     its Pro Rata Share of such reduction.

          7.   The cost of all maintenance service pursuant to written
     agreements, including those for equipment, alarm service, window
     cleaning, drapery or venetian blind cleaning, janitorial services,
     pest control, uniform supply, plant maintenance and landscaping.

          8.   The cost of all repairs and general maintenance of the
     Building neither specified above nor directly billed to tenants.

          9.   The amortized cost of capital improvements made to the
     Building which are: (a) primarily for the purpose of reducing
     operating expense costs or otherwise improving the operating
     efficiency of the Building; or (b) required to comply with any laws,
     rules or regulations of any governmental authority or a requirement of
     Landlord's insurance carrier.  The cost of such capital improvements
     shall be amortized over the useful life of such improvements
     consistent with the guidelines established by the Internal Revenue
     Service.

          10.  Legal expenses; provided, however, that legal expenses shall
     not include the cost of negotiating leases, collecting rents, evicting
     tenants nor shall it include costs incurred in legal proceedings with
     or against any tenant or to enforce the provisions of any lease (other
     than the Building rules and regulations).


     Specifically excluded from  Basic Costs  are the following:

          (1)  Repairs or other work occasioned by (i) fire, windstorm, or
          other casualty to the extent Landlord receives insurance proceeds
          therefor (except to the extent that lack of proceeds is due to
          Landlord's failure to carry insurance as required hereunder or
          Landlord's use of deductibles or self-insurance), or (ii) the
          exercise of the right of eminent domain to the extent Landlord
          receives a condemnation award therefor;

          (2)  Leasing commissions, brochures, marketing supplies,
          attorneys' fees, costs, and disbursements and other expenses
          incurred in connection with seeking tenants for the Building and
          negotiation of leases with prospective tenants;

          (3)  Rental concessions granted to specific tenants and expenses
          incurred in renovating or otherwise improving or decorating,
          painting, or redecorating space for specific tenants;

          (4)  Landlord's cost of electricity and other services sold or
          provided to tenants in the Building and for which Landlord is
          entitled to be reimbursed by such tenants as a separate
          additional charge or rental over and above the base rental or
          additional base rental payable under the lease with such tenant;

          (5)  Overhead and profit increment paid to subsidiaries or other
          affiliates of Landlord for services on or to the Building and/or
          Premises to the extent only that the costs of such services
          exceed the competitive cost for such services;

          (6)  All items (including repairs) and services for which Tenant
          or other tenants pay directly to third parties or for which
          Tenant or other tenants reimburse Landlord (other than through
          Basic Costs);

          (7)  Advertising and promotional expenditures;

          (8)  Costs incurred in connection with the sale, financing,
          refinancing, mortgaging or sale of the Building, including
          brokerage commissions, attorneys' and accountants' fees, closing
          costs, title insurance premiums, transfer taxes and interest
          charges;

          (9)  Costs, fines, interest, penalties, legal fees or costs of
          litigation incurred due to the late payments of taxes, utilities
          bills and other costs incurred by Landlord's failure to make such
          payments when due unless such failure is due to Landlord's good
          faith and reasonable efforts in contesting the amount of such
          payments;

          (10) Costs incurred by Landlord for trustee's fees,
          organizational expenses and accounting fees to the extent
          relating to Landlord's general corporate overhead and general
          administrative expenses;

          (11) Costs and fees charged or incurred by Landlord for or
          attributable to the management of the Building, however such
          costs or fees may be characterized, computed or expressed;

          (12) Any penalties or liquidated damages that Landlord pays to
          Tenant under this Lease or to any other tenants in the Building
          under their respective leases;

          (13) Attorneys' fees, costs and disbursements and other expenses
          incurred in connection with negotiations or disputes with tenants
          or other occupants of the Building or with prospective tenants
          (other than attorneys' fees, costs and disbursements and other
          expenses incurred by Landlord in seeking to enforce Building
          rules and regulations).

          (14) Capital expenditures of any kind other than those included
          in paragraph 9 of the definition of Basic Costs recited above.

     Landlord shall maintain books and records of Basic Costs in accordance
with sound accounting and management practices, which records shall be
available to Tenant for inspection and audit, at Tenant's expense, at the
Building during normal business hours upon reasonable prior notice.
Notwithstanding the foregoing, Tenant shall not be entitled to claim a
readjustment in respect of Tenant's payment of Additional Base Rent for any
Lease Year unless a notice to such effect shall be delivered to Landlord
within ninety (90) days after the delivery of the Statement for such Lease
Year.

     C.   RENT TAX: In addition to Annual Base Rent, Additional Base Rent
and other charges to be paid by Tenant hereunder, Tenant shall reimburse to
Landlord, within 30 days of receipt of a demand therefore, any and all
taxes, charges, and/or surcharges payable by Landlord (other than a tax on
net income) whether or not now customary or within the contemplation of the
parties hereto (a) upon, allocable to, or measured by the Rentable Area of
the Premises or on the rent payable hereunder, including without limitation
any gross income tax or excise tax levied by the State, any political
subdivision thereof, City or Federal Government with respect to the receipt
of such rent; or (b) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy by
Tenant of the Premises or any portion thereof; or (c) upon this transaction
or any document to which Tenant is a party creating or transferring an
interest or an estate in the Premises.

     Tenant also agrees to pay, before delinquency, any and all taxes
levied or assessed and which become payable during the term hereof upon or
measured by the value of Tenant's equipment, furniture, fixtures and
personal property located in the Premises.  Tenant shall comply with the
provisions of any law, ordinance or rule of the taxing authorities which
requires Tenant to file a report of Tenant's property located in the
Premises.

     D.   The term  Rent  in this Lease shall be defined to include the
Base Annual Rent, Additional Base Rent and all other charges payable by
Tenant to Landlord under this Lease.  If such amounts or charges are not
paid at the time provided in this Lease, they shall bear interest from the
date due until paid at a rate of 1.5% per month or the maximum rate of
interest permitted by law on the date of execution of this Lease, whichever
is less, in order to reimburse Landlord for the loss Tenant agrees Landlord
will incur by reason of Tenant's failure to pay that amount in a timely
manner.  In addition, Landlord shall have all of the rights available to it
at law and equity for the collection of rent to collect such overdue
amounts.  If no due date is set forth for any amount payable hereunder,
such amount shall be paid within twenty (20) days from the date Landlord
renders statements of account.

VI.  UTILITIES AND SERVICES

     Landlord and Tenant acknowledge that utilities and services are
presently provided to the Building and the Premises on an  around the clock
basis.  Landlord agrees to operate and maintain the Building as a full
service building throughout the Lease Term.  Landlord will continue to
provide utilities and services to or for the benefit of the Premises in
substantially the same fashion, quality and capacity and during
substantially the same times as such utilities and services are provided to
or for the benefit of the Premises at the date of this Lease.  Such
utilities and services will be provided by Landlord as part of Basic Costs
and will include the following:

     A.   ELECTRIC: Landlord shall furnish the same total connected load of
electricity during the same days and hours as is being provided to the
Premises at the date of this Lease.

     If Tenant shall require electric service in excess of that which is
being provided at the date of this Lease, Tenant shall first procure the
consent of Landlord for the use thereof, which consent Landlord may not
unreasonably refuse to grant.  Landlord may require that an electric
current meter be installed in the Premises so as to measure the amount of
such excess electric current consumed and the demand load.  The cost of
providing the additional service, the meter and its installation,
maintenance and repair shall be paid for by Tenant.  Tenant agrees to pay
Landlord promptly upon demand the cost of all such electric current
consumed as reasonably determined by Landlord or as shown by said meters,
at the rates (including any surcharges, taxes, etc.) charged for such
services by the City, agency, private utility or the local public utility,
as the case may be, furnishing the same.

     B.   HEATING AND AIR CONDITIONING: Landlord shall provide seasonable
heating and air conditioning in the Premises in the same manner, on such
days and during such hours as heating and air conditioning are being
provided to the Premises at the date of this Lease.

     C.   WATER AND TOILET SERVICE: Landlord shall provide and maintain
drinking water and toilet facilities in their existing locations in the
Building for use by Tenant, its employees and customers.

     D.   JANITORIAL AND WINDOW WASHING: Landlord shall continue to provide
full service janitorial and window washing services to the Premises
consistent with premier corporate headquarters and/or Class A multi-tenant
facilities.

     E.   ELEVATOR SERVICE: Landlord shall provide passenger and freight
elevator service in the same manner, on such days and during such hours as
such service is being provided at the date of this Lease.  Landlord shall
dedicate four (4) of the Building's passenger elevators to serve Floors 1
through 7 exclusively.  None of the other passenger elevators will be
permitted to stop on Floors 2 through 7.  Tenant shall comply with all
reasonable rules and regulations governing elevator service.

     F.   PHONE SERVICE: Telephone service and its costs shall be the
responsibility of Tenant.

     G.   SECURITY: Landlord shall provide access to the Premises and the
Building and security service for the benefit of the Premises and the
Building in the same manner, on such days and during such hours as such
service is being provided at the date of this Lease.

     H.   PARKING: Landlord will provide and maintain the parking garage
located in the Building throughout the Lease Term for the use of Tenant and
other tenants of the Building.  Tenant shall have the right to utilize all
of the 80 parking spaces on Level B-l of the Building's garage and, in
addition, spaces 200-223 located on Level B-2 at no cost to Tenant.  Such
parking areas and spaces are shown on Exhibit  D  attached hereto as a part
of this Lease.  All cars shall be parked at the sole risk of the Tenant and
Landlord shall not be liable for damage or loss to any automobile or the
contents thereof.  Tenant shall furnish to Landlord a list of employees
entitled to park in the Building's garage and the license number of all
vehicles that will use the Building's garage.  Tenant and each of its
authorized employees shall comply with all reasonable and non-
discriminatory rules and regulations of the parking garage.

     I.   VENDING: Landlord shall provide and maintain vending facilities
on each Floor of the Building in locations existing at the date of this
Lease and providing service substantially identical to that being provided
at the date of this Lease.

     J.   NON-LIABILITY: Except in cases involving the willful or negligent
act or omission of Landlord, its employees, agents or contractors, Landlord
shall not be liable for, and Tenant shall not be entitled to, any damages,
actual or consequential, by reason of Landlord's failure to furnish any
utilities or services when such failure is caused by accidents, breakage,
repairs, strikes, lockouts or other labor disturbances or labor disputes of
any character, or by any other cause, similar or dissimilar, beyond the
reasonable control of Landlord, nor shall such interruption be construed as
a constructive or other eviction of Tenant.

     Notwithstanding the foregoing, if: (i) Landlord ceases to furnish any
service in the Building for a period in excess of two (2) consecutive days,
(ii) such cessation docs not arise as a result of an act or omission of
Tenant, (iii) such cessation is not caused by a fire or other casualty, and
(iv) as a result of such cessation, the Premises or a material portion
thereof is rendered untenantable (meaning that Tenant is unable to use the
Premises in the normal course of its business) and Tenant in fact ceases to
use the Premises, or a material portion thereof, then Tenant, as its sole
remedy, shall be entitled to receive an abatement of Base Rent and
Additional Base Rent payable hereunder during the period beginning on the
third (3rd) consecutive day of such cessation and ending on the day when
the service in question has been restored.  In the event the entire
Premises has not been rendered untenantable by the cessation in service,
the amount of abatement that Tenant is entitled to receive shall be
prorated based upon the percentage of the Premises so rendered untenantable
and not used by Tenant.

     K.   ADDITIONAL SERVICE: Landlord shall in no event be obligated to
furnish any services or utilities, other than those specified above.  If
Landlord elects to furnish services or utilities requested by Tenant in
addition to those specified above, Tenant shall pay Landlord's then
prevailing rates for such services and utilities within ten (10) days after
receipt of Landlord's invoices therefor.  If Tenant shall fall to make any
such payment, Landlord may, without notice to Tenant and in addition to
Landlord's other remedies under this Lease, discontinue any or all of the
additional services.

VII. USE

     The Premises may be used for general office purposes only and for no
other purpose without the prior written consent of Landlord.

     Tenant will maintain the Premises in a clean and healthful condition,
and comply with all laws, ordinances, orders, rules and regulations of any
governmental entity with reference to the use, condition, configuration or
occupancy of the Premises, including without limitation, the Americans With
Disabilities Act (collectively referred to as  Laws ).  Tenant shall
provide Landlord with copies of any notices its receives with respect to a
violation or alleged violation of any Laws.  Tenant will comply with the
rules and regulations of the Building attached hereto as Exhibit E and such
other reasonable and nondiscriminatory rules and regulations as may be
adopted by Landlord from time to time.

     Tenant shall not do, permit or suffer any act or thing which is
injurious to the Premises or the Building, which is immoral, a nuisance,
contrary to Laws or in violation of the certificate of occupancy issued for
the Building or which would result in the cancellation of, or any increase
in premiums for, insurance maintained by Landlord with respect to the
Premises or the Building.

VIII.     INSURANCE

     A.   Landlord shall insure the Building against loss or damage by fire
and broad form extended coverage perils, and shall carry public liability
insurance, all in such reasonable amounts with such reasonable deductibles
as would be carried by a prudent owner of a similar building in the
downtown St. Louis area.  Landlord may carry any other forms of insurance
as it may deem advisable.  Tenant shall have no right to any proceeds from
such policies.  Landlord shall not carry any insurance on any of Tenant's
personal property, and shall not be obligated to repair or replace any of
it.

     B.   Tenant shall procure and maintain policies of insurance, at its
own cost and expense, insuring:

          1.   against all claims, demands or actions for injury to or
     death of any person in an amount of not less than $1,000,000.00, for
     injury to or death of more than one person in any one accident to the
     limit of $2,000,000.00, and for damage to property in an amount of not
     less than $100,000.00 made by, or on behalf of, any person or persons,
     firm or corporation arising from, related to or connected with the
     Premises, covering Landlord as an additional insured;

          2.   personal property of Tenant or the personal property of
     others kept, stored or maintained on the Premises against loss or
     damage by fire, windstorm or other casualties.  (Landlord shall have
     no rights to proceeds from such personal property insurance.)

          3.   such other insurance as Landlord may reasonably require from
     time to time.

     C.   All insurance policies procured by Tenant shall be issued by
responsible insurance companies satisfactory to Landlord and shall name
Landlord as an additional insured (as its interest may appear).
Certificates of such policies, together with receipt evidencing payment of
the premiums, shall be delivered to Landlord prior to the Commencement
Date.  Not less than thirty (30) days prior to the expiration date of such
policies, certificates of renewal thereof (bearing notations evidencing the
payment of the renewal premiums) shall be delivered to Landlord.  Such
policies shall further provide that not less than thirty (30) days' written
notice shall be given to Landlord before any such policy may be canceled or
changed to reduce the insurance coverage provided thereby.

     D.   Certificates of insurance policies procured by Landlord, together
with receipt evidencing payment of the premiums, shall be delivered to
Tenant prior to the Commencement Date.  Not less than thirty (30) days
prior to the expiration date of such policies, certificates of renewal
thereof (bearing notations evidencing the payment of the renewal premiums)
shall be delivered to Tenant.

     Notwithstanding any other provision of this Lease to the contrary, and
without limitation of the provisions of this Section VIII, whenever (a) any
loss, cost, damage or expense resulting from fire, explosion or any other
casualty or occurrence is incurred by either of the parties hereto, or
anyone claiming by, through, or under it in connection with the Building or
the Premises, and (b) such party then is covered in whole or in part by
insurance with respect to such loss, cost, damage or expense or is required
under this Lease to be so insured, then the party so insured (or so
required) hereby waives any claims against and releases the other party
from any liability said other party may have on account of such loss, cost,
damage or expense to the extent of any amount recovered by reason of such
insurance (or which could have been recovered had such insurance been
carried as so required).  The parties agree to furnish to each insurance
company which has or will issue policies of casualty insurance on the
Building or the leasehold improvements in the Premises, written notice of
said waivers and to have the insurance policies properly endorsed, if
necessary, to acknowledge such subrogation waivers.  Such release of
liability and waiver of the right of subrogation shall not be operative in
any case where the effect thereof is to invalidate such insurance coverage
or increase the cost thereof (except that in the case of increased cost,
the other party shall have the right, within thirty (30) days following
written notice, to pay such increased cost, thereby keeping such release
and waiver in full force and effect).

IX.  REPAIRS AND MAINTENANCE; ALTERATIONS

     Landlord, at its expense, which expense will not be included in Basic
Costs and will not be subject to reimbursement or contribution by Tenant,
agrees to keep, maintain and replace, if necessary, (A) the foundations,
exterior walls, roof, roof membrane and roof covering (including interior
ceilings if damaged by leaking) of the Building, (B) the sprinkler mains,
plumbing, electric and other utility lines serving the Building or
connecting the Premises and the Building, and (C) the major components of
the heating, ventilating and air conditioning system serving the Building
(the  HVAC ) in good condition and repair.

     Landlord, at its expense and as a part of Basic Costs, agrees to keep,
maintain and replace, if necessary, the entrance and Common Areas of the
Building, including, but not limited to, the plumbing systems, electrical
systems and toilet facilities, whether by way of janitorial, maintenance or
service contracts, or otherwise.

     In the event of the failure of Landlord to comply with the terms of
this Section IX within ten (10) days after Landlord has received written
notice from Tenant of such failure or if compliance cannot reasonably be
completed within such ten (10) day period and Landlord shall fail to
commence such compliance within three (3) days after notice and proceed
diligently thereafter, then Tenant may prosecute such compliance itself and
Landlord shall be obligated to reimburse Tenant for the reasonable cost
thereof within five (5) days after receipt of a statement from Tenant
accompanied by copies of invoices or other supporting documentation.
Notwithstanding the foregoing, in the case of an emergency (such as,
without limitation, a leaky roof or HVAC breakdown), Tenant shall have the
right to prosecute immediately any and all necessary repairs and shall
deliver contemporaneous notification to Landlord of the emergency and
related repairs; provided, further, that if contemporaneous notice is not
practicable, as determined by Tenant in its reasonable judgment, then
Tenant shall provide such notice as soon thereafter as reasonably
practicable.  In no event shall Tenant have the right to offset the cost of
any such repairs against Rent due hereunder.

     Notwithstanding anything to the contrary contained herein, Tenant
shall reimburse Landlord for the cost of performing any of said maintenance
or repairs caused by the negligence of Tenant, its employees, agents,
subtenants, contractors or invitees.

     Tenant, at Tenant's sole cost and expense, shall maintain the Premises
in good order, condition and repair, including, but not limited to, the
interior surfaces of the ceilings, walls and floors, all doors, interior
windows, and interior glass surfaces, all plumbing pipes, electrical
wiring, switches, fixtures, and items and equipment.  Tenant expressly
waives the benefits of any statute now or hereafter in effect which would
otherwise afford Tenant the right to make repairs at Landlord's expense or
to terminate this Lease because of Landlord's failure to keep the Premises
in good order, condition and repair.

     Tenant shall not make any alterations to the exterior of the Premises
or to any structural portions of the Building for which Landlord has
maintenance responsibility.  Tenant shall be permitted to make other
interior, non-structural alterations, additions and improvements to the
Premises without Landlord's prior consent.  All alterations, additions and
improvements to the Premises erected by Tenant which are in the nature of
real property shall be and remain the property of Tenant during the term of
this Lease; provided, however, that such alterations, additions and
improvements shall become the property of Landlord as of the Expiration
Date or upon earlier termination of the Lease.  With respect to furniture,
fixtures, equipment and improvements erected by Tenant which are in the
nature of personal property, Tenant shall remove all such items and restore
the Premises to its original condition by the Expiration Date or upon
earlier termination of the Lease.  All such removals and restoration shall
be accomplished in a good workmanlike manner by contractors approved in
writing by Landlord so as not to damage the primary structure or structural
qualities of the Building.  All alterations, additions or improvements
proposed by Tenant shall be constructed in accordance with all governmental
laws, ordinances, rules and regulations.

X.   MECHANICS LIENS

     Tenant shall not suffer or permit any mechanic's lien or other lien to
be filed against the Building, or any portion thereof, by reason of work,
labor, skill, services, equipment or materials supplied or claimed to have
been supplied to the Building at the request of Tenant, or of anyone
holding the Building, or any portion thereof, by through or under Tenant.
If any such mechanic's lien or other lien at any time shall be filed
against the Building or any portion thereof, Tenant, within thirty (30)
days after the date Tenant first becomes aware of the filing of the same,
at Tenant's election, shall cause said lien either to be discharged of
record or to be bonded over in a manner which is reasonably acceptable to
Landlord.  If Tenant shall fall to discharge such mechanic's lien or other
lien or to provide security or an indemnity covering potential liability
arising out of such lien within such period, then Landlord may, but shall
not be obligated to, discharge the same by paying to the claimant the
amount claimed to be due or discharge such lien in such manner as is now or
may in the future be provided by present or future law for the discharge of
such lien as a lien against the Building.  Any amount paid by Landlord, or
the value of any deposit so made by Landlord, together with all costs, fees
and expenses in connection therewith (including reasonable attorneys'
fees), shall be repaid by Tenant to Landlord within thirty (30) days after
demand therefor.  Tenant shall indemnify, defend and hold harmless Landlord
and the Building from all losses, costs, damages, expenses, liabilities,
suits, penalties, claims, demands and obligations, including, without
limitation, reasonable attorneys , fees, resulting from the assertion,
filing, foreclosure or other legal proceedings with respect to any such
mechanic's lien or other lien.

XI.  OPTION TO EXTEND

     Subject to the provisions hereinafter set forth in this Section XI,
and provided that Tenant is not in default hereunder at any time from the
exercise of the option until the Expiration Date, Landlord hereby grants
Tenant the option to extend the Lease Term on the same terms, conditions
and provisions as contained in this Lease, except as otherwise expressly
provided herein, for one (1) period of either one (1) year (the  One Year
Extension Period ) or seven (7) years (the  Seven Year Extension Period )
Such period, regardless of its duration, may also be referred to herein
generally as the  Extension Period ).  If exercised in accordance herewith,
the Extension Period shall commence on the first (1st) day after the
Expiration Date.

     If Tenant delivers an  Extension Notice  as hereinafter provided, the
Lease Term shall be extended on the same terms, conditions and provisions
as contained herein except that the Annual Base Rent during the One Year
Extension Period, if elected by Tenant, shall be $12.00 per square foot of
Rentable Area of the Premises per year, and the Annual Base Rent during the
Seven Year Extension Period, if elected by Tenant, shall reflect the
Prevailing Market  rate, as determined in accordance with this Section XI.

     Not less than twelve (12) months prior to the Expiration Date, Tenant
may request, by written notice to Landlord (the  Preliminary Notice ), that
Landlord determine the Prevailing Market rate for the Premises as it would
be during the Seven Year Extension Period if Tenant elected to exercise its
option for such Seven Year Extension Period.  Within ten (10) days
following Landlord's receipt of the Preliminary Notice, Landlord will
notify Tenant of such Prevailing Market rate as reasonably determined by
Landlord.  If Tenant does not agree with Landlord's determination of such
Prevailing Market rate, Tenant, by written notice to Landlord (the
Arbitration Notice ) within five (5) days after being advised of Landlord's
determination of the Prevailing Market rate, shall have the right to have
the Prevailing Market rate determined using the following procedures:

                         If Tenant provides Landlord with an Arbitration
               Notice, each party shall, at its own expense, select and
               retain an appraiser, with the qualifications set forth below
               and notify the other party of its selection within ten (10)
               days after Landlord's receipt of the Arbitration Notice.
               Each appraiser so selected shall be certified as an MAI
               appraiser or as an ASA appraiser and shall have had at least
               three (3) years experience within the previous ten (10)
               years as a real estate appraiser working in the downtown
               St. Louis area, with working knowledge of current rental
               rates and practices.  For purposes of this Lease, an  MAI
               appraiser means an individual who holds an MAI designation
               conferred by, and is an independent member of, the American
               Institute of Real Estate Appraisers (or its successor
               organization, or in the event there is no successor
               organization, the organization and designation most
               similar), and an  ASA  appraiser means an individual who
               holds the Senior Member designation conferred by, and is an
               independent member of, the American Society of Appraisers
               (or its successor organization, or, in the event there is no
               successor organization, the organization and designation
               most similar).  Within thirty (30) days after Landlord's
               receipt of the Arbitration Notice, each appraiser shall
               determine the Prevailing Market rate and shall notify the
               other appraiser and both parties of such appraiser's
               determination.  In the event only one party selects an
               appraiser and notifies the other party of its selection
               during the ten (10) day period specified above, and such
               party's appraiser gives such notice within the thirty (30)
               day period, or in the event an appraiser duly selected by
               one party fails to give such notice within the thirty (30)
               day period, then the determination of the Prevailing Market
               rate made by the selected appraiser who gave such notice
               shall be deemed to be the Prevailing Market rate.  If the
               determination of the appraisers are within five percent (5%)
               of each other, the Prevailing Market rate shall be the
               average of the two (2) determinations.  If both appraisers
               notify each other and both of the parties of their
               respective determination of the Prevailing Market rate
               within the thirty (30) day period, and their determinations
               do not agree within five percent (5%) on the Prevailing
               Market rate, then within fifteen (15) days after both
               appraisers notify both parties of their respective
               determination of the Prevailing Market rate, each party will
               cause the appraiser selected by it to confer with the other
               appraiser and the two (2) appraisers shall select a third
               appraiser (the  Third Appraiser ) having the qualifications
               set forth above.  In the event the appraisers selected by
               Landlord and Tenant cannot agree upon the Third Appraiser
               within such fifteen (15) day period, each party will, within
               ten (10) days thereafter, cause the appraiser selected by it
               to supply the name of one (1) appraiser having the
               qualifications as set forth above, and a representative of
               Landlord, with a representative of Tenant present, shall
               make a blind draw of one (1) name of the two (2) provided,
               who shall serve at the Third Appraiser.  In the event only
               one (1) of the appraisers supplies the name of a prospective
               third appraiser during such ten (10) day period, the
               appraiser named by such appraiser shall be the Third
               Appraiser.  Within twenty (20) days from the date of his
               appointment, the Third Appraiser shall make his
               determination of the Prevailing Market rate and will submit
               a written determination thereof to both parties and both
               appraisers.  With a fifteen (15) day period after delivery
               of the Third Appraiser's determination of the Prevailing
               Market rate, the three (3) appraisers shall confer and
               attempt to reach agreement as to the Prevailing Market rate.
               In the event the three (3) appraisers cannot within the
               fifteen (15) day conference period reach a determination of
               the Prevailing Market rate, then the determination of any
               two (2) of the three (3) appraisers shall be deemed to be
               the Prevailing Market rate.  If the Third Appraiser fails to
               make his determination within the twenty (20) day period, or
               if two (2) appraisers cannot agree with the fifteen (15) day
               conference period, the parties shall repeat the selection
               procedure hereinabove described and shall thereby choose a
               new Third Appraiser.  If the Third Appraiser believes that
               expert advice would materially assist him, he may retain one
               or more qualified persons to provide such expert advise.
               The parties shall share equally in the costs of the Third
               Appraiser and of any experts retained by the Third
               Appraiser.  Any fees of any appraiser, counsel or experts
               engaged directly by Landlord or Tenant, however, shall be
               borne by the party retaining such appraiser, counsel or
               expert.  In the event that the Prevailing Market rate has
               not been determined by the commencement date of the
               Extension Period, Tenant shall pay Annual Base Rent upon the
               terms and conditions in effect for the Premises until such
               time as the Prevailing Market rate has been determined.
               Upon such determination, the Annual Base Rent shall be
               retroactively adjusted to the commencement of the Extension
               Period.  If such adjustment results in an underpayment of
               Annual Base Rent by Tenant, Tenant shall pay Landlord the
               amount of such underpayment within thirty (30) days after
               the determination thereof.  If such adjustment results in an
               overpayment of Annual Base Rent by Tenant, Landlord shall
               credit such overpayment against the next installment of
               Annual Base Rent due under the Lease and, to the extent
               necessary, any subsequent installments until the entire
               amount of such overpayment has been credited against Annual
               Base Rent.

     Not less than eight (8) months prior to the Expiration Date, Tenant,
by written notice to Landlord ( Extension Notice ), may exercise Tenant's
option to extend for either the One Year Extension Period or the Seven Year
Extension Period; provided, however, that if Tenant shall fall to give any
such Extension Notice, Tenant's right to exercise such option nevertheless
shall continue until ten (10) days after Landlord shall have given Tenant
notice of Landlord's election to terminate such option to extend, and
Tenant may exercise such option at any time until the expiration of said
ten (10) day period by the giving of an Extension Notice, it being the
intention of the parties to avoid forfeiture of Tenant's right to extend
the Lease Term through failure to deliver an Extension Notice within the
time limit prescribed.  If the option to extend the Lease Term is not
exercised in the aforesaid manner, the Lease Term and Tenant's rights
hereunder and its rights to occupy and possess the Premises shall expire on
the Expiration Date.

XII. DEFAULTS OF TENANT

     A.   The occurrence of any one or more of the following events shall
constitute an  Event of Default :

          1.   If default shall be made in the due and punctual payment of
     any Rent or in the payment of any other amount to be paid by Tenant to
     Landlord, when and as the same shall become due and payable, and such
     default shall continue for a period of thirty (30) days after written
     notice thereof to Tenant; or

          2.   If default shall be made by Tenant in keeping, observing or
     performing any of the terms contained in this Lease, other than as
     referred to in subsection 1. of this Section XII and such default
     shall continue for a period of thirty (30) days after written notice
     thereof given by Landlord to Tenant, or such longer period as is
     reasonable to cure said default, if said default cannot, in good
     faith, be cured within said thirty (30) days, provided that Tenant
     promptly and in good faith commences the cure of the same within the
     thirty (30) day period and thereafter prosecutes the curing of such
     default in good faith.

          3.   If Tenant shall abandon any substantial portion of the
     Premises.

     B.   If an Event of Default occurs, Landlord shall have the rights and
remedies hereinafter set forth, which shall be distinct, separate and
cumulative.

          1.   Landlord may terminate this Lease by giving Tenant written
     notice of its election to do so, in which event the Lease Term shall
     end and all right, title and interest of Tenant hereunder shall expire
     on the date stated in such notice, and Landlord may immediately
     recover the amount by which all current and future rent and all other
     charges and monetary obligations due hereunder during the remainder of
     the Lease Term exceeds the amount of such rental loss that Tenant
     proves could be reasonably avoided, and all other damages to which
     Landlord is entitled under law, specifically including, without
     limitation, all Landlord's expenses of reletting (including repairs,
     alterations, improvements, additions, decorations, legal fees and
     brokerage commissions);

          2.   Landlord may terminate Tenant's right to possess the
     Premises without terminating this Lease by giving written notice to
     Tenant that Tenant's right of possession shall end on the date stated
     in such notice, whereupon Tenant's right to possess the Premises or
     any part thereof shall cease on the date stated in such notice; and

          3.   Landlord may enforce the provisions of this Lease and may
     enforce and protect the rights of Landlord hereunder by a suit or
     suits in equity or at law for the specific performance of any covenant
     or agreement contained herein, and for the enforcement of any other
     appropriate legal or equitable remedy, including, without limitation,
     injunctive relief, and for recovery of all monies due or to become due
     from Tenant under any of the provisions of this Lease.

     C.   If Landlord exercises either of the remedies provided for in
Sections B. 1. and B.2 above, Tenant shall surrender possession of and
vacate the Premises and immediately deliver possession thereof to Landlord,
and Landlord may re-enter and take complete and peaceful possession of the
Premises, with process of law.

     D.   If Landlord terminates Tenant's right to possess the Premises
without terminating this Lease, Landlord may, at Landlord's option, enter
into the Premises, remove Tenant's signs and other evidences of tenancy,
and take and hold possession thereof, without such entry and possession
terminating the Lease or releasing Tenant, in whole or in part, from any
obligation, including Tenant's obligation to pay the Rent, including any
amounts treated as additional rent, hereunder for the full Lease Term. In
any such case, Tenant shall pay forthwith to Landlord, if Landlord so
elects, a sum equal to the entire amount of the Rent, including any amounts
treated as additional rent hereunder, for the residue of the stated Lease
Term plus any other sums provided herein to be paid by Tenant for the
remainder of the Lease Term.  Landlord may, but need not, relet the
Premises or any part thereof for such rent and upon such terms as Landlord,
in its sole discretion, shall determine (including the right to relet the
Premises for a greater or lesser term than that remaining under this Lease,
the right to relet the Premises as a part of a larger area, and the right
to change the character or use made of the Premises).  If Landlord decides
to relet the Premises or a duty to relet is imposed upon Landlord by law,
Landlord and Tenant agree that Landlord shall only be required to use the
same efforts Landlord then uses to lease other properties Landlord owns or
manages (or if the Premises is then managed for Landlord, then Landlord
will instruct such manager to use the same efforts such manager then uses
to lease other space or properties which it owns or manages); provided,
however, that Landlord (or its manager) shall not be required to  give any
preference or priority to the showing or leasing of the Premises over any
other space that Landlord (or its manager) may be leasing or have available
and may place a suitable prospective tenant in any such available space
regardless of when such alternative space becomes available; provided,
further, that Landlord shall not be required to observe any instruction
given by Tenant about such reletting or accept any tenant offered by Tenant
unless such offered tenant has a creditworthiness acceptable to Landlord
and agrees to use the Premises in a manner consistent with the Lease. In
any such case, Landlord may, but shall not be required to, make repairs,
alterations and additions in or to the Premises and redecorate the same to
the extent Landlord deems necessary or desirable, and Tenant shall, upon
demand, pay the cost thereof, together with Landlord's expenses of
reletting, including, without limitation, any broker's commission incurred
by Landlord.  If the consideration collected by Landlord upon any such
reletting plus any sums previously collected from Tenant are not sufficient
to pay the full amount of all Rent, including any amounts treated as
additional rent hereunder and other sums reserved in this Lease for the
remaining Lease Term, together with the costs of repairs, alterations,
additions, redecorating, and Landlord's expenses of reletting and the
collection of the Rent accruing therefrom (including attorney's fees and
broker's commissions), Tenant shall pay to Landlord the amount of such
deficiency upon demand.  Tenant agrees that Landlord may file suit to
recover sums falling due under this Section D from time to time.

XIII.     DESTRUCTION AND RESTORATION

     A.   If the Building or the Premises or a substantial portion of
either are rendered untenantable by fire or other casualty, and if such
damage cannot, in Landlord's reasonable estimation, be materially restored
within one hundred twenty (120) days of such damage, then Landlord may, at
its sole option, terminate this Lease as of the date of such fire or
casualty.  Landlord shall exercise its option provided herein by written
notice within thirty (30) days of such fire or other casualty.  For
purposes hereof, the Building or the Premises shall be deemed  materially
restored  if they are in such condition as would not prevent or materially
interfere with Tenant's use of the Premises for the purpose for which it
was then being used.

     B.   If this Lease is not terminated pursuant to Section XIII.A, then
Landlord shall proceed with all due diligence to repair and restore the
Building or the Premises, as the case may be (except that either Landlord
or Tenant may elect not to rebuild and may terminate this Lease if such
damage occurs during the last year of the Lease Term exclusive of any
option which is unexercised at the date of such damage).

     C.   If this Lease shall be terminated pursuant to this Section XIII,
the Lease Term shall end on the date of such damage as if that date had
been originally fixed in this Lease as the Expiration Date.  If this Lease
shall not be terminated pursuant to this Section XIII and if the Premises
is rendered untenantable in whole or in part following such damage, the
Rent payable during the period in which the Premises is untenantable shall
be reduced in proportion to that part of the Premises which is rendered
untenantable. In the event that Landlord should fail to complete such
repairs and material restoration within one hundred fifty (150) days after
the date of such damage, Tenant may at its option and as its sole remedy
terminate this Lease by delivering written notice to Landlord, whereupon
this Lease shall end on the date of such notice as if the date of such
notice were the date originally fixed in this Lease as the Expiration Date;
provided however, that if construction is delayed because of changes,
deletions, or additions in construction requested by Tenant, strikes,
lockouts, casualties, acts of God, war, material or labor shortages,
governmental regulation or control or other causes beyond the reasonable
control of Landlord, the period for restoration, repair or rebuilding shall
be extended for the amount of time Landlord is so delayed.

     D.   In no event shall Landlord be required to rebuild, repair or
replace any part of the partitions, fixtures, and other personal property
which may have been placed in or about the Premises by Tenant.

XIV. CONDEMNATION

     If, during the Lease Term, all or any material portion of the Premises
shall be taken as the result of the exercise of the power of eminent domain
or conveyed under threat thereof (hereinafter referred to as the
Proceedings ), this Lease and all right, title and interest of Tenant
hereunder shall terminate on the earlier of taking of possession by the
condemning authority or the date of vesting of title pursuant to such
Proceedings.  Landlord and Tenant each shall be entitled to an allocation
of the award to be made in such Proceedings relative to their respective
interests in the Premises; provided that Tenant shall not be entitled to
receive any award for Tenant's loss of its leasehold interest, the right to
such award being hereby assigned by Tenant to Landlord.  For purposes
hereof, any portion so taken shall be deemed  material  if the taking would
prevent or materially interfere with the use of the Building or the
Premises for the purpose for which it is then being used.

     If, during the Lease Term, less than a material portion of the
Premises shall be taken, this Lease, upon the earlier of taking of
possession by the condemning authority or vesting of title in the
Proceedings, shall terminate as to the parts so taken, and the proceeds of
the award for such taking shall be delivered to Landlord to restore that
portion of the Premises not so taken to a complete architectural and
mechanical unit and otherwise to make the remaining Premises appropriate
for the use and occupancy of Tenant.

     In the event of any termination of this Lease, or any part thereof, as
a result of any such Proceedings, Tenant shall pay to Landlord all Rent and
all other charges payable hereunder with respect to that portion of the
Premises so taken, apportioned to the date of such termination.

     In the event of a taking of less than a material portion of the
Premises, the Rent payable hereunder during the period from and after the
earlier of the taking of possession by the condemning authority and the
date of vesting of title in such Proceedings through to the expiration or
termination of this Lease (as the Lease Term may be extended) shall abate
and be diminished in proportion to that part of the Premises which has been
taken.

XV.  ASSIGNMENT AND SUBLETTING

     A.   For the first three (3) Lease Years, Tenant shall be prohibited
from assigning or pledging this Lease or subletting the whole or any part
of the Premises, whether voluntarily or by operation of law, or permitting
the use or occupancy of the Premises by anyone other than Tenant.
Thereafter, Tenant shall not have the right to assign or pledge this Lease
or to sublet the whole or any part of the Premises, whether voluntarily or
by operation of law, or permit the use or occupancy of the Premises by
anyone other than Tenant, without the prior written consent of Landlord,
and such restrictions shall be binding upon any assignee or subtenant to
which Landlord has consented.  Notwithstanding the foregoing, Tenant, upon
at least ten (10) days prior notice to Landlord, shall be permitted to
assign this Lease or to sublet the whole or any part of the Premises to a
wholly owned subsidiary or to an entity with which Tenant may merge or
consolidate (a  Tenant Affiliate ) without the necessity of obtaining
Landlord's consent.

     B.   In the event Tenant desires to sublet the Premises, or any
portion thereof, or assign this Lease, Tenant shall give written notice
thereof to Landlord within a reasonable time prior to the proposed
commencement date of such subletting or assignment, which notice shall set
forth the name of the proposed subtenant or assignee, the relevant terms of
any sublease and copies of financial reports and other relevant financial
information of the proposed subtenant or assignee.  Tenant shall pay to
Landlord, on demand, a reasonable service charge for the processing of the
application for the consent and for the preparation of the consent.

     C.   In the event Landlord consents to any such assignment or
subletting, and as a condition thereto, Tenant shall pay to Landlord fifty
percent (50%) of all profit derived by Tenant from such assignment or
subletting.  For purposes of the foregoing, profit shall be deemed to
include, but shall not be limited to, the amount paid or payable to Tenant
to effect or to induce Tenant to enter into any such transaction, and the
amount of all rent and other consideration of whatever nature payable by
such assignee or sublessee in excess of the Rent payable by Tenant under
this Lease.  If a part of the consideration for such assignment or
subletting shall be payable other than in cash, the payment to Landlord of
its share of such non-cash consideration shall be in such form as is
satisfactory to Landlord.  Tenant shall furnish to Landlord upon request
from Landlord a complete statement setting forth in detail the computation
of all profit derived and to be derived from such assignment or subletting,
such computation to be in accordance with generally accepted accounting
principles.  Tenant agrees that Landlord or its authorized representatives
shall be given access at all reasonable times to the books, records and
papers of Tenant relating to any such assignment or subletting, and
Landlord shall have the right to make copies thereof.  The percentage of
Tenant's profit due to Landlord hereunder shall be paid to Landlord within
two (2) days of receipt by Tenant of any payment made from time to time by
such assignee or sublessee to Tenant.

     D.   Notwithstanding any permitted assignment or subletting,
including, without limitation, an assignment or subletting to a Tenant
Affiliate, Tenant shall at all times remain directly, primarily and fully
responsible and liable for the payment of the Rent herein specified and for
compliance with all of its other obligations under the terms, provisions
and covenants of this Lease.  Upon the occurrence of an Event of Default,
if the Premises or any part thereof are then assigned or sublet, Landlord,
in addition to any other remedies herein provided or provided by law, may,
at its option, collect directly from such assignee or subtenant all Rents
due and becoming due to Tenant under such assignment or sublease and apply
such Rent against any sums due to Landlord from Tenant hereunder, and no
such collection shall be construed to constitute a novation or a release of
Tenant from the further performance of Tenant's obligations hereunder.

XVI. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

     A.   Provided that Tenant has received a reasonable Non-Disturbance
Agreement (as hereinafter defined) from each Mortgagee (as hereinafter
defined), Tenant's rights under this Lease are and shall remain subject and
subordinate to the operation and effect of any mortgage, deed of trust or
other security instrument now or hereafter affecting the Premises or the
Building and all renewals, modifications, replacements, consolidations and
extensions thereof or participations therein, whether the same shall be in
existence on the date hereof or created hereafter (any such lease,
mortgage, deed of trust or other instrument being referred to as a
Mortgage  and the person or persons having the benefit of same being
referred to as a  Mortgagee ).  Tenant's acknowledgment and agreement of
subordination provided for in this Section XVI.A is self-operative and no
further instrument of subordination shall be required; however, Tenant
shall execute such further assurances thereof as may be requested, from
time to time, by Landlord and upon Tenant's failure to execute and deliver
to Landlord any such further assurances, Landlord is hereby authorized to
execute the same for and on behalf of Tenant as Tenant's attorney-in-fact.
As used herein, the term  Non-Disturbance Agreement  shall mean an
agreement executed by a Mortgagee providing that, so long as Tenant is not
then in default under the terms of this Lease, (1) such Mortgagee will not
disturb Tenant's right to possess the Premises, (2) such Mortgagee will not
name or join Tenant in any action or proceeding to foreclose the Mortgage
unless required to do so by law or court rules or procedures, and (3) any
sale of the mortgaged property or exercise by such Mortgagee of any of its
rights under the Mortgage shall be subject to all rights of Tenant under
this Lease.

     B.   If and as a Mortgagee may so elect, this Lease and Tenant's
rights hereunder shall be superior and prior in right to any Mortgage, with
the same force and effect as if this Lease had been executed, delivered and
recorded prior to the execution, delivery and recording of such Mortgage.

     C.   If any person shall succeed to all or part of Landlord's interest
in the Premises, whether by purchase, foreclosure, deed in lieu of
foreclosure, power of sale, termination of Lease or otherwise, and if and
as so requested or required by such successor-in-interest, Tenant shall,
without charge, attorn to such successor-in-interest.

XVII.     LANDLORD'S ACCESS

     Tenant agrees to permit Landlord and its authorized representatives to
enter upon the Premises at all reasonable times during ordinary business
hours (or at any time in case of an emergency), upon reasonable prior
notice, for the purpose of inspecting the same and making any necessary
repairs or replacements which are the obligation of Landlord.

     Landlord shall also have the right at all reasonable times during
ordinary business hours, upon reasonable prior notice, to enter upon the
Premises and to exhibit the same for the purpose of mortgaging or selling
the same or, during the final twelve (12) months of the Lease Term, leasing
the same.

     In exercising its rights hereunder, Landlord shall refrain from any
acts which may interfere with Tenant's use or occupancy of the Premises or
access thereto.  Without limiting the generality of the foregoing, Landlord
acknowledges that it is necessary for Tenant to control access to the
Premises in order to avoid unauthorized persons from viewing Tenant's trade
secrets, proprietary products, technology and processes.  Accordingly,
while within the Premises, Landlord and its representatives, at Tenant's
option, shall be accompanied by a representative of Tenant and shall comply
with reasonable directions of such representative relative to safety and to
the protection of Tenant's trade secrets and other proprietary information.

XVIII.    SURRENDER AND HOLDING-OVER

     Upon the termination of this Lease, whether by forfeiture, lapse of
time or otherwise, or upon termination of Tenant's right to possession of
the Premises, Tenant will at once surrender and deliver up the Premises,
together with all improvements thereon (except as hereinafter provided), to
Landlord, in good condition and repair, reasonable wear and tear and damage
by casualty and condemnation excepted.  Said improvements shall include all
plumbing, lighting, electrical, heating, cooling and ventilating fixtures
and equipment, and all alterations, (excluding trade fixtures and equipment
of Tenant).  All permanent alterations, additions and improvements made in
or upon the Premises by Tenant (excluding trade fixtures and equipment of
Tenant) shall become Landlord's property and shall remain upon the Premises
on any such termination without compensation, allowance or credit to
Tenant.

     Upon the termination of this Lease, Tenant shall remove Tenant's
personal property, trade fixtures and equipment; provided, however, that
Tenant shall repair any injury or damage to the Premises which may result
from such removal.  If Tenant does not remove Tenant's personal property,
trade fixtures and equipment from the Premises prior to the expiration or
earlier termination of the Lease Term, Landlord, upon thirty (30) days'
notice to Tenant, at its option, may remove the same (and repair any damage
occasioned thereby) and dispose thereof or deliver the same to any other
place of business of Tenant or warehouse the same, and Tenant shall pay the
cost of such removal, repair, delivery and warehousing to Landlord within
thirty (30) days of demand therefor.

     If Tenant or any party claiming under Tenant remains in possession of
the Premises or any part thereof after any termination or expiration of
this Lease, Landlord may treat such holdover as an automatic renewal of
this Lease for a month-to-month tenancy at the rate of Rent last payable
under this Lease, subject to all the terms and conditions provided herein,
or as a tenant at sufferance, as Landlord's sole remedies.

XIX. HAZARDOUS AND TOXIC MATERIALS

     As used herein:

          (a)   Claim  shall mean and include any demand, cause of action,
          proceeding or suit (i) for damages, losses, injuries to person or
          property, damages to natural resources, fines, penalties,
          interest, or contribution; (ii) for the costs of site
          investigations, feasibility studies, information requests, health
          or risk assessments or Response actions; or (iii) for enforcing
          this Section XIX.

          (b)   Environmental Law  shall mean and include all federal,
          state and local statutes, ordinances, regulations and rules
          relating to environmental quality, health, safety, contamination
          and clean-up, including, without limitation, the Clean Air Act,
          42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C.
          Section 1251 et seq., and the Water Quality Act of 1987; the
          Federal Insecticide, Fungicide, and Rodenticide Act ( FIFRA ), 7
          U.S.C. Section 136 et seq.; the Marine Protection, Research, and
          Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National
          Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the
          Noise Control Act, 42 U.S.C. Section 4901 et seq.; the
          Occupational Safety and Health Act, 29 U.S.C. Section 651 et
          seq.; the Resource Conservation and Recovery Act ( RCRA ), 42
          U.S.C. Section 6901 et seq., as amended by the Hazardous and
          Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42
          U.S.C. Section 300f et seq.; the Comprehensive Environmental
          Response, Compensation and Liability Act ( CERCLA ), 42 U.S.C.
          Section 9601 et seq., as amended by the Superfund Amendments and
          Reauthorization Act, the Emergency Planning and Community Right-
          to-Know Act., and Radon Gas and Indoor Air Quality Research Act;
          the Toxic Substances Control Act. ( TSCA ), 15 U.S.C.
          Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C.
          Section 2011 et seq., and the Nuclear Waste Policy Act.  of 1982,
          42 U.S.C. Section 10101 et seq.; and any state lien and superlien
          and environmental clean-up statutes, with implementing
          regulations and guidelines.  Environmental Laws shall also
          include all state, regional, county, municipal and other local
          laws, regulations and ordinances insofar as they are equivalent
          or similar to the federal laws recited above or purport to
          regulate Hazardous Materials.

          (c)   Hazardous Materials  shall mean and include the following,
          including mixtures thereof:  any hazardous substance, pollutant,
          contaminant., waste, by-product or constituent regulated under
          CERCLA; oil and petroleum products and natural gas, natural gas
          liquids, liquefied natural gas and synthetic gas usable for fuel;
          pesticides regulated under the FIFRA; asbestos and asbestos-
          containing materials, PCBs and other substances regulated under
          TSCA; source material, special nuclear material, byproduct
          material and any other radioactive materials or radioactive
          wastes, however produced, regulated under the Atomic Energy Act
          or the Nuclear Waste Policy Act.; chemicals subject to the OSHA
          Hazard Communication Standard, 29 C.F.R.  1910.1200 et seq.

          (d)   Manage  or  Management  means to generate, manufacture,
          process, treat, store, use, re-use, refine, recycle, reclaim,
          blend or burn for energy recovery, incinerate, accumulate
          speculatively, transport, transfer, dispose of or abandon
          Hazardous Materials.

          (e)   Release  or  Released  shall mean any actual or threatened
          spilling, leaking, pumping, pouring, emitting, emptying,
          discharging, injecting, escaping, leaching, dumping or disposing
          of Hazardous Materials into the environment, as  environment  is
          defined in CERCLA.

          (f)   Response  or  Respond  shall mean action taken in
          compliance with Environmental Laws to correct, remove, remediate,
          cleanup, prevent, mitigate, monitor, evaluate, investigate,
          assess or abate the Release of a Hazardous Material.

     During the Lease Term, Tenant, at its sole cost and expense, shall
(a) comply with all Environmental Laws and permits issued thereunder;
(b) secure, maintain and comply with all permits required by Environmental
Laws, and (c) not cause or allow the Release of any Hazardous Materials on,
to or from the Premises.

     If Tenant's Management of Hazardous Materials at the Premises
(a) results in or causes a Release which is not in compliance with
Environmental Laws or permits issued thereunder; (b) gives rise to
liabIlity or a Claim or requires a Response under common law or any
Environmental Law or permit issued thereunder; or (c) causes a significant
public health effect; then, in any and all such occurrences, Tenant shall,
at its sole cost and expense, promptly take all applicable action in
Response.

     Tenant agrees to indemnify, defend and hold Landlord and its officers,
partners, directors, shareholders, employees and agents harmless from any
Claims which arise from or are attributable to Tenant's breach of any of
its obligations in this Section XIX or Claims which arise during or after
the Lease Term, or in connection with the presence or suspected presence or
Release of Hazardous Materials in, on or under the Premises, provided such
Claims arise or such Hazardous Materials are present as the result of the
acts of Tenant, its officers, employees or agents.  Without limiting the
generality of the foregoing, this indemnification shall survive the
expiration of this Lease for a period of three (3) years and does
specifically cover costs incurred in connection with any investigation of
site conditions or any Response because of the presence or suspected
presence or Release of Hazardous Materials in, on or under the Premises,
provided the Hazardous Materials are present as the result of the acts of
Tenant, its officers, agents or employees.

XX.  DEFAULTS BY LANDLORD

     If Landlord should be in default in the performance of any of its
obligations under this Lease, which default continues for a period of more
than thirty (30) days after receipt of written notice from Tenant
specifying such default, or if such default is of a nature that requires
more than thirty (30) days for remedy and continues beyond the time
reasonably necessary to cure (and Landlord has not undertaken procedures to
cure the default within such thirty (30) day period and diligently pursued
such efforts to complete such cure), Tenant may, in addition to its other
remedies at law, in equity or as set forth in this Lease, seek to recover
any and all direct damages (but not consequential or speculative damages)
sustained by Tenant as a result of Landlord's breach.

XXI. ATTORNEYS' FEES

     In the event that at any time during the Lease Term either Landlord or
Tenant shall institute any action or proceeding against the other relating
to the provisions of this Lease or any default hereunder, the unsuccessful
party in such action or proceeding agrees to reimburse the successful party
for the reasonable expenses of attorneys' fees and paralegal fees and
disbursements incurred therein by the successful party.  Such reimbursement
shall include all legal expenses incurred prior to trial, at trial and at
all levels of appeal and post-judgment proceedings.

XXII.     FORCE MAJEURE

     In the event that either party hereto shall be delayed or hindered in
or prevented from the performance required hereunder by reason of strikes,
lockouts, labor troubles, failure of power, riots, insurrection, war, acts
of God, or other reason of like nature not the fault of the party delayed
in performing work or doing acts (hereinafter,  Permitted Delay  or
Permitted Delays ), such party shall be excused for the period of time
equivalent to the delay caused by such Permitted Delay.  Notwithstanding
the foregoing, any extension of time for a Permitted Delay shall be
conditioned upon the party seeking an extension of time delivering written
notice of such Permitted Delay to the other party within ten (10) days of
the event causing the Permitted Delay.

XXIII.    MISCELLANEOUS PROVISIONS

     A.   Indemnity.

          1.   To the extent not expressly prohibited by law, Landlord and
     Tenant each (in either case, the  Indemnitor ) agrees to hold harmless
     and indemnify the other and the other's respective agents, partners,
     shareholders, officers, directors and employees (collectively, the
     Indemnitees ) from any losses, damages, judgments, claims, expenses,
     costs and liabilities imposed upon or incurred by or asserted against
     the Indemnitees, including reasonable attorney's fees and expenses,
     for death or injury that may arise from or be caused directly or
     indirectly by any negligent act or omission or any willful misconduct
     of Indemnitor or any of Indemnitor' s respective agents, partners, or
     employees.  Such third parties shall not be deemed third party
     beneficiaries of this Lease.  In case any action, suit or proceeding
     is brought against any of Indemnitees by reason of any such act of
     Indemnitor or any of Indemnitor's respective agents, partners or
     employees, then Indemnitor will, at Indemnitor's expense and at the
     option of said Indemnitees, by counsel approved or selected by said
     Indemnitees, resist and defend such action, suit or proceeding.

          2.   In addition to the indemnification set forth above, Tenant
     shall indemnify, defend and hold Landlord, its principals, agents,
     employees and any Mortgagee(s) harmless against and from all
     liabilities, obligations, damages, penalties, claims, costs, charges
     and expenses, including, without limitation, reasonable architects'
     and attorneys' fees, which may be imposed upon, incurred by or
     asserted against Landlord and arising, directly or indirectly out of
     or in connection with the use or occupancy of the Premises by, through
     or under Tenant and (without limiting the generality of the foregoing)
     any of the following occurring during the Term: (i) any work or thing
     done in, on or about the Premises or any part thereof by Tenant or any
     of its assignees, concessionaires, agents, contractors, employees or
     invitees; (ii) any use, non-use, possession, occupation, condition,
     operation, maintenance or management of the Premises or any part
     thereof; (iii) any act or omission of Tenant or any of its assignees,
     concessionaires, agents, contractors, employees or invitees; (iv) any
     injury or damage to any person or property occurring in on or about
     the Premises or any part thereof; or (v) any failure on the part of
     Tenant to perform or comply with any of the covenants, agreements,
     terms or conditions contained in this Lease with which Tenant, on its
     part must comply or perform.  In case any action or proceeding is
     brought against Landlord by reason of any of the foregoing, Tenant
     shall, at Tenant's sole cost and expense, resist or defend such action
     or proceeding by counsel approved by Landlord.

     B.   Notices.  All notices, demands and requests which may be or are
required to be given, demanded or requested by either party to the other
shall be in writing.  All notices, demands and requests by Landlord to
Tenant shall be sent by United States registered or certified mail, postage
prepaid, or by commercial overnight delivery service or other personal
service (with evidence of receipt), addressed to Tenant as follows:

               501 North Broadway
               St. Louis, Missouri 63102
                         Attention:  Legal Department

or at such other place as Tenant may from time to time designate by written
notice to Landlord.  All notices, demands and requests by Tenant to
Landlord shall be sent by United States registered or certified mail,
postage prepaid, or by commercial overnight delivery service or other
personal service (with evidence of receipt), addressed to Landlord as
follows:


               Attention:

or at such other place as Landlord from time to time may designate by
written notice to Tenant.  Notices, demands and requests which shall be
served upon Landlord by Tenant, or upon Tenant by Landlord, by mail in the
manner aforesaid, shall be deemed to be sufficiently served or given for
all purposes hereunder on the second (2nd) business day after mailing, and
notices served by overnight delivery service shall be deemed served or
given on the first (1st) business day after delivery to such service.

     C.   Quiet Possession.  Landlord covenants and agrees that Tenant upon
paying the Rent, and upon observing and keeping the covenants, agreements
and conditions of this Lease on its part to be kept, observed and
performed, shall lawfully and quietly hold, occupy and enjoy the Premises
(subject to the provisions of this Lease) during the Lease Term (as it may
be extended from time to time as expressly provided herein) without
hindrance or molestation by Landlord or by any person or persons claiming
under Landlord.

     D.   Estoppels.  Tenant, without charge, at any time and from time to
time, within twenty (20) days after written request by Landlord, shall
certify by written instrument, duly executed, acknowledged and delivered to
any Mortgagee, assignee of a Mortgagee, proposed Mortgagee, or to any
purchaser or proposed purchaser or transferee of the Landlord, the Building
or the Premises or any interest therein:

          1.   That this Lease is unmodified and in full force and effect
     (or, if there have been modifications, that the same is in full force
     and effect, as modified, and stating the modifications);

          2.   The dates to which the Rent has been paid in advance;

          3.   Whether or not there are then existing any breaches or
     defaults by Tenant or by Landlord and known by Tenant under any of the
     covenants, conditions, provisions, terms or agreements of this Lease,
     and specifying such breach or default, if any, or any set-offs or
     defenses against the enforcement of any covenant, condition,
     provision, term or agreement of this Lease upon the part of Tenant to
     be performed or complied with (and, if so, specifying the same and the
     steps being taken to remedy the same);

          4.   That Tenant has made no advancements to or on behalf of
     Landlord for which it has the right to deduct from, or offset against,
     future Rent payments;

          5.   Tenant has accepted the Premises and is in full and complete
     possession thereof; and

          6.   Such other statements or certificates as Landlord or any
     Mortgagee may reasonably request.

     E.   No Waiver.  Landlord shall not be deemed to have waived any
breach of any term, covenant, or condition herein contained unless the same
has been specifically waived by Landlord in writing.  Any such waiver shall
not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant or condition herein contained.

     F.   Partial Invalidity.  If any covenant, condition, provision, term
or agreement of this Lease shall, to any extent, be held invalid or
unenforceable, the remaining covenants, conditions, provisions, terms and
agreements of this Lease shall not be affected thereby, but each covenant,
condition, provision, term or agreement of this Lease shall be valid and in
force to the fullest extent permitted by law.  This Lease shall be
construed and be enforceable in accordance with the laws of the State of
Missouri.

     G.   Binding on Successors.  The covenants and agreements herein
contained shall bind and inure to the benefit of Landlord and its
successors and assigns, and Tenant and its successors and assigns.  Upon
any sale or other transfer by Landlord of its interest in the Building,
Landlord shall be relieved of any obligations under this Lease occurring
subsequent to such sale or other transfer.

     H.   Captions.  The caption of each section of this Lease is for
convenience and reference only and in no way defines, limits or describes
the scope or intent of such section or of this Lease.

     I.   No Partnership.  This Lease does not create the relationship of
principal and agent, or of partnership, joint venture, or of any
association or relationship between Landlord and Tenant, the sole
relationship between Landlord and Tenant established by this Lease being
that of landlord and tenant.

     J.   Complete Agreement.  All preliminary and contemporaneous
negotiations are merged into and incorporated in this Lease.  This Lease
contains the entire agreement between the parties and shall not be modified
or amended in any manner except by an instrument in writing executed by the
parties hereto.

     K.   Time of the Essence.  Time is of the essence of this Lease, and
all provisions herein relating thereto shall be strictly construed.

     L.   No Brokers.  Each party represents and warrants to the other that
it has not dealt with any broker in connection with this Lease and agrees
to indemnify and hold the other party and its agents, officers, directors
and employees harmless from all losses, damages, liabilities, claims,
liens, costs and expenses, including, without limitation, attorneys' fees,
arising from any claims or demands of any broker or brokers, salespersons
or finders for any commission or fee alleged to be due such broker or
brokers, salespersons or finders based upon such broker or brokers,
salespersons or finders having dealt with the indemnifying party in
connection with this Lease.

     M.   Consents.  Subject to specific conditions as to consents and
approvals provided for in other sections of this Lease, no consent or
approval required under this Lease shall be unreasonably withheld or
delayed.

     N.   Counterparts.  This Lease may be executed in counterparts, each
of which when taken together shall constitute one instrument..

     O.   Jointly Drafted.  This Lease represents the product of the joint
negotiation , preparation and agreement of and between the parties hereto
and is not to be construed against one party or the other as the principal
drafter.

     P.   Authority.  Landlord has full power, right and authority to enter
into this Lease and to perform each and all of the terms, provisions,
covenants, agreements, matters and things herein provided to be performed
by Landlord, and to execute and deliver all documents provided hereunder to
be executed and delivered by Landlord; and this Lease does not, nor does or
will the performance by Landlord of its obligations hereunder, contravene
any provision of law or any covenant, indenture or agreement binding upon
Landlord.  Tenant has full power, right and authority to enter into this
Lease and to perform each and all of the terms, provisions, covenants,
agreements, matters and things herein provided to be performed by Tenant,
and to execute and deliver all documents provided hereunder to be executed
and delivered by Tenant; and this Lease does not, nor does or will the
performance by Tenant of its obligations hereunder, contravene any
provision of law or any covenant, indenture or agreement binding upon
Tenant.

     Q.   Remedies Cumulative.  No reference to any specific right or
remedy in this Lease shall preclude Landlord from exercising any other
right, from having any other remedy, or from maintaining any action to
which it may otherwise be entitled under this Lease, at law or in equity.
Without limiting the generality of the foregoing sentence, the maintenance
of any action or proceeding to recover possession of the Premises or any
installment or installments of Rent or any other monies that may be due or
become due from Tenant to Landlord shall not preclude Landlord from
thereafter instituting and maintaining subsequent actions or proceedings
for the recovery of possession of the Premises or of any other monies that
may be due or become due from Tenant.  Any entry or reentry into the
Premises by Landlord shall not be deemed to absolve or discharge Tenant
from liability under this Lease.

     R.   Building Name.  So long as Tenant remains in possession of fifty
percent (50%) or more of the Rentable Area of the Building, the Building
will continue to be called The Edison Building, references to or
identification of portions of the Building by reference to members of the
founding Edison family, by name or collectively as the  Founders  and the
street or mailing address of Tenant will not be changed without the consent
of Tenant, which consent Tenant may withhold at its sole discretion.  In
addition, no other person or entity will be permitted to use the street or
mailing address of Tenant.

     S.   Limitation on Right of Recovery against Landlord.  It is
specifically understood and agreed that there shall be no personal
liability of Landlord (nor Landlord's agent) in respect to any of the
covenants, conditions or provisions of this Lease.  In the event of a
breach or default by Landlord of any of its obligations under this Lease,
Tenant shall look solely to the equity of the Landlord in the Building for
the satisfaction of Tenant's remedies.

     T.   Survival.  Notwithstanding anything to the contrary contained in
this Lease, the expiration of the Term of the Lease, whether by lapse of
time or otherwise, shall not relieve Tenant from Tenant's obligations
accruing prior to the expiration of the term.

     U.   Certain Rights Reserved To Landlord.  Landlord reserves and may
exercise any of the following rights without affecting Tenant's obligations
hereunder:

     1.   to change the name or street address of the Building (except as
     restricted in Section XXIII.R above);

     2.   to install and maintain a sign or signs on the exterior of the
Building;

     3.   to have access for Landlord and the other tenants of the Building
     to any mail chutes located on the Premises according to the rules of
     the United States Post Office;

     4.   to designate all sources furnishing sign painting and lettering,
     ice, drinking water, towels, coffee cart service and toilet supplies,
     lamps and bulbs used on the Premises; and

     5.   to close the Building after regular working hours and on the
     legal holidays subject, however, to Tenant's right to admittance,
     under such reasonable regulations as Landlord may prescribe from time
     to time, which may include by way of example but not of limitation,
     that persons entering or leaving the Building identify themselves to a
     watchman by registration or otherwise and that said persons establish
     their right to enter or leave the Building.

The Landlord may enter upon the Premises and may exercise any or all of the
foregoing rights hereby reserved without being deemed guilty of an eviction
or disturbance of the Tenant's use or possession and without being liable
in any manner to the Tenant and without abatement of Rent or affecting any
of the Tenant's obligations hereunder.

     IN WITNESS WHEREOF, each of the parties has caused this Lease to be
duly executed as of the day and year first above written.

TENANT:                            LANDLORD:

EDISON BROTHERS STORES, INC.,           EBS BUILDING, L.L.C., a Delaware
a Delaware corporation             limited liability company


By:                                By:

Its:                                                         Its: