STANDARD WAREHOUSE LEASE AGREEMENT.         Building   Meadows XII
Atlanta Industrial / 1997                   Address   6610 Shiloh
                                                      Road East   
                                             Sq. Ft.    54,798
    
          
                                   


                           LEASE AGREEMENT
     

THIS LEASE AGREEMENT, made and entered into by and between 
Meadows Industrial, LLC hereinafter referred to as "Landlord,"
and Radiant Systems, Inc. hereinafter referred to as "Tenant";

                        W I T N E S S E T H :

     1. PREMISES AND TERM. In consideration of the obligation of
Tenant to pay rent as herein provided, and in consideration of
the other terms, provisions and covenants hereof, Landlord hereby
demises and leases to Tenant, and Tenant hereby accepts and
leases from Landlord certain Premises situated within the County
of  Forsyth, State of Georgia, more particularly the portion of
the Building described on Exhibit "D" attached hereto and
incorporated herein by reference, together with all rights,
privileges, easements, appurtenances, and amenities belonging to
or in any way pertaining to the Premises and together with the
buildings and other improvements situated or to be situated upon
said Premises (said real property, building and improvements
being hereinafter referred to as the "Premises").

     TO HAVE AND TO HOLD the same for a term commencing on the
"commencement date", as hereinafter defined, and ending sixty
(60) months thereafter; provided however, that in the event the
commencement date is a date other than the first day of a
calendar month, said term shall extend for said number of months
in addition to the remainder of the calendar month following the
commencement date.

     A. 

     B. 

     The commencement date shall be the later of (i) January 15,
1998 or (ii) fourteen (14) days after the date upon which the
buildings and other improvements erected and to be erected upon
the Premises shall have been substantially completed, as such
term is hereinafter defined, in accordance with the plans and
specifications described in Exhibit "B" attached hereto and
incorporated herein by reference.  Landlord acknowledges and
agrees that it shall use all reasonable efforts to substantially
complete the Premises on or before January 1, 1998 (the "Target
Completion Date"). The commencement date shall be fourteen  (14)
days after substantial completion, as defined herein, as to allow
Tenant time to install FF&E, computer cabling, telephone systems,
security systems, fire alarms, racking systems and inventory such
fourteen (14) days of activity hereinafter referred to as the
"Installation".  However, establishing commencement two (2) weeks
after substantial completion is not intended to provide free
occupancy and rent will commence earlier if Tenant has
substantially occupied the Premises.  If Landlord has failed to
substantially complete the Premises within thirty (30) days
following the Target Completion Date and such failure is not the
result of either (i) Tenant Delays, as hereinafter defined, or
(ii) force majeure, then, in such event Tenant shall receive one
day of free rent for every day beyond this thirty (30) day grace
period that substantial completion is achieved.  For example, if
substantial completion is achieved on February 14, 1998, then
Tenant will perform the Installation and take occupancy on
February 28, 1998. Due to the delayed completion rental and the
Lease would commence on February 28, 1998.  The term
"substantially completed" and "substantial completion" shall mean
completion of all construction of the Premises in accordance with
the plans and specifications described on Exhibit "B", subject
only to normal punch list items and completion of all offsite
improvements reasonably necessary for Tenant to occupancy of
operation of its business within the Premises, including, but not
limited to all roadways, parking areas and utility lines.  It is
understood and agreed by Landlord and Tenant that in order to
achieve substantial completion the only permitted incomplete or
defective punch list items must be those which shall, if taken
either individually or in the aggregate, do not materially or
substantially interfere with Tenant's taking possession of,
moving its personal property and effects into, or using and
enjoying the Premises for the purposes for which it was intended. 
Landlord shall deliver to Tenant a final Certificate of Occupancy
for the Premises upon achievement of substantial completion as
evidence thereof.  In the event of any dispute as to substantial
completion of the work performed or required to be performed by
Landlord, the certificate of Landlord's architect and Landlord's
general contractor along with the Certificate of Occupancy shall
be conclusive.  For the purpose hereof, Tenant Delays shall
include (i) Tenant's failure to agree to plans, specifications
and cost estimates within such reasonable period of time as
designated by Landlord, (ii) Tenant's request for materials,
finishes or installation other than Landlord's standard provided
Landlord informs Tenant of the estimated amount of delay which
would result form such items at the time of Tenant's request
therefore; (iii) Tenant requested change orders to the plans or
specifications; or (iv) and interference by Tenant or Tenant's
employees or agents with Landlord's prosecution of the work
necessary to substantially complete the Premises.  In the event
Landlord shall be delayed in substantial completion of the
Premises s a result of a Tenant Delay, the commencement date and
the payment of rent hereunder shall be accelerated by the number
of days of such Tenant 

<PAGE>
Delay; provided, however, in no event shall the commencement date
occur prior to January 15, 1998.  Taking of possession by Tenant shall
be deemed to conclusively establish that the buildings and other
improvements have been completed in accordance with the plans and
specifications and the Premises are in good and satisfactory condition
as of when possession was so taken subject, however, to all punch list
items and possible latent defects.  Tenant acknowledges that no
representations as to the repair of the Premises have been made
by Landlord, unless such are expressly set forth in this Lease. 
Following the commencement date, Tenant shall, upon demand,
execute and deliver to Landlord a letter of acceptance of
delivery of the Premises, which letter shall be subject only to
punch list items and possible latent defects.  The Premises shall
be constructed by Landlord in compliance with all federal, state,
county, municipal or local government laws, ordinances,
regulations, rules and orders.  Further, Landlord shall be fully
responsible for insuring that the Premises are constructed in
compliance with any applicable protective covenants.  During the
course of construction of the Premises, Tenant or Tenant's agents
or contractors may enter upon the Premises for the purposes of
inspecting and reviewing the work as may be appropriate or
desirable without being deemed to have taken possession or
obligated itself to pay rent but Tenant agrees that: (a) Landlord
should have no liability for injury to any person or damage to
any property of Tenant stored on the Leased Premises except for
damages caused by the willful or negligent acts of Landlord or
its employees or agents, (b) Tenant shall not materially
interfere with Landlord's construction work in the Premises, (c)
Tenant shall indemnify, protect and hold harmless Landlord from
and against any and all claims, demands, losses, costs, expenses,
liabilities and actions at law or in equity based upon any
occurrence or condition arising out of or attributable to
Tenant's exercise of such right, and (d) Tenant shall be solely
responsible for the permitting of any such work it performs.

     2. BASE RENT AND SECURITY DEPOSIT.
     A. Tenant agrees to pay to Landlord rent for the Premises,
in advance, without demand, deduction or set off, for the entire
term hereof at the rate of Twenty-two thousand six hundred
ninety-six and No/100 Dollars ($22,696.00) per month.  One such
monthly installment shall be due and payable on the date hereof
and a like monthly installment shall be due and payable on or
before the first day of each calendar month succeeding the
commencement date recited above during the hereby demised term,
except that the rental payment for any fractional calendar month
at the commencement or end of the lease period shall be prorated.

B.  In addition, Tenant agrees to deposit with Landlord on the
date hereof the sum of Twenty-two thousand six hundred ninety-six
and no/100 Dollars ($22,696.00), which sum shall be held by
Landlord, without obligation for interest, as security for the
performance of Tenant's covenants and obligations under this
lease, it being expressly understood and agreed that such deposit
is not an advance rental deposit or a measure of Landlord's
damages in case of Tenant's default.  Upon the occurrence of any
event of default by Tenant, Landlord may, from time to time,
without prejudice to any other remedy provided herein or provided
by law, use such fund to the extent necessary to make good any
arrears of rent or other payments due Landlord hereunder, and any
other damage, injury, expense or liability caused by such event
of default; and Tenant shall pay to Landlord on demand the amount
so applied in order to restore the security deposit to its
original amount.  Although the security deposit shall be deemed
the property of Landlord, any remaining balance of such deposit
shall be returned by Landlord to Tenant at such time after
termination of this lease that all of Tenant's obligations under
this lease have been fulfilled.
     
     3. USE.
     A. The demised Premises shall be used only for the purpose
of general office, receiving, storing, shipping and selling
(other than retail) products, materials and merchandise made
and/or distributed by Tenant, light manufacturing and product
testing and for such other lawful purposes as may be incidental
thereto, and subject to any building or building complex rules
and regulations.  Outside storage, including without limitation,
trucks and other vehicles, is prohibited without Landlord's prior
written consent.  However, Tenant from time to time will park
trucks and trailers within the delivery area and will locate a
trash compactor and visually screened air compressor in the truck
court.  Additionally, Tenant will stripe, at Landlord's expense,
a portion of the truck court as shown on Exhibit E and Tenant
agrees to utilize these striped spaces on a regular basis to
avoid absorbing more than their proportionate of spaces provided
in front of the Building.  The spaces in front of the Building
that Tenant has the non-exclusive right to use are also depicted
on Exhibit E.  Landlord and Tenant understand and agree that
Tenant will be mounting and 18" satellite dish on the roof of the
southwestern corner of the Building.  Any damage to roof
components due to the installation or maintenance of the dish
will be Tenant's responsibility.  Tenant shall at its own cost
and expense obtain any and all licenses and permits necessary for
any such use.  Tenant shall comply with all governmental laws,
ordinances and regulations applicable to  its particular use of
the Premises, and shall promptly comply with all governmental
orders and directives for the correction, prevention and
abatement of nuisances in or upon, or connected with, the
Premises, all at Tenant's sole expense.  Tenant shall not permit
any objectionable or unpleasant odors, smoke, dust, gas, noise or
vibrations to emanate from the Premises, nor take any other
action which would constitute a nuisance or would disturb or
endanger any other tenants of the building in which their
Premises are situated or unreasonably interfere with their use of
their respective Premises.  Without Landlord's prior written
consent, Tenant shall not receive, store or otherwise handle any
product, material or merchandise which is explosive or highly
flammable.  Tenant will not permit the Premises to be used for
any purpose or in any manner (including without limitation any
method of storage) which would render the insurance thereon void
or the insurance risk more hazardous or cause the State Board of
Insurance or other insurance authority to disallow any sprinkler
credits.

     B. Tenant agrees that the point pressure resulting from
Tenant's racking system, inventory, forklifts and equipment
pertaining to Tenant's use of the Premises shall not exceed
allowable design floor loading for floor slabs 
<PAGE>
on grade.  Tenant
shall hold harmless Landlord from any claims, loss, liability,
and expensesarising out of such damage or repair caused by
Tenant's negligence or failure to comply with this paragraph.

     4. TAXES.
     A. Landlord Tenant agrees to pay before they become
delinquent its proportionate share of all taxes, assessments and
governmental charges of any kind and nature whatsoever
(hereinafter collectively referred to as "taxes") lawfully levied
or assessed against the building and the grounds, parking areas,
driveways and alleys  immediately adjacent to the building.
provided however, that if the taxes paid by Landlord exceed $_____
annually, then any excess shall be paid by Tenant to Landlord, upon
demand, as additional rental.  In the event any such amount is not
paid within twenty (20) days after the date of Landlord's invoice to
Tenant, such invoice to be accompanied by a true copy of the taxbill,
the unpaid amount shall bear interest at the rate of  fifteen (15%)
percent per annum from the date which is thirty (30) days following
such invoice until payment by Tenant. Landlord reserves the right to
require Tenant during each month of the lease term to pay an escrow
deposit to Landlord equal to one-twelfth of its proportionate share of
the estimated taxes, such estimated taxes not requiring the invoice
copy mentioned above.  If the Tenant's total tax escrow payments are
less than Tenant's actual proportionate share of such taxes,
Tenant shall pay to Landlord upon demand the tax payment
shortage; if the total tax escrow payments of Tenant are more
than Tenant's actual proportionate share of such taxes, Landlord
shall retain such excess and credit it to Tenant's next accruing
tax escrow payment.

     B. If at any time during the term of this lease, the present
method of taxation shall be changed so that, in lieu of the whole
or any part of any taxes, assessments or governmental charges
levied, assessed or imposed on real estate and the improvements
thereon, there shall be levied, assessed or imposed on Landlord a
tax directly on the rents received therefrom and/or a franchise
tax, assessment, levy or charge measured by or based, in whole or
in part, upon such rents for the present or any future building
or buildings on the Premises, then all such taxes, assessments,
levies or charges, or the part thereof so measured or based,
shall be deemed to be included within the term "taxes" for the
purposes hereof.

     C. The Landlord shall have the right to employ an unrelated
third party tax consulting firm to attempt to assure a fair tax
burden on the building and grounds within the applicable taxing
jurisdiction.  Landlord shall use reasonable efforts to obtain
such service on a contingency fee basis where the cost of such
service is less than or equal to the amount of tax savings
realized.  Tenant shall pay to Landlord upon demand from time to
time, as additional rent, the amount of Tenant's proportionate
share of the cost of such service as part of the expenses
described in 6A.

     D. Any payment to be made pursuant to this paragraph 4 with
respect to the real estate tax year in which this lease commences
or terminates shall be prorated.

     5. LANDLORD'S REPAIRS AND OBLIGATIONS. Landlord shall at its
sole expense maintain only the roof, foundation, floor slab the
exterior walls and the structural elements of the Building
including in good repair, reasonable wear and tear excepted. 
Tenant shall repair and pay for any damage caused by the
negligence of Tenant, or Tenant's employees, agents or invitees,
or caused by Tenant's default hereunder.  The term "walls" as
used herein shall not include windows, glass or plate glass,
doors, store fronts or office entries.  Tenant shall immediately
give Landlord written notice of defect or need for repairs, after
which Landlord shall have reasonable opportunity to repair same
or cure such defect.  Landlord's liability with respect to any
defects, repairs or maintenance for which Landlord is responsible
under any of the provisions of this lease shall be limited to the
cost of such repairs or maintenance or the curing of such defect. 
Notwithstanding anything else wherein this Lease to the contrary,
Landlord shall, at its sole cost and expense, upon notice by
Tenant for a period of one (1) year immediately subsequent to the
commencement date, repair, replace or otherwise correct
structural or other construction defects, as well as defects in
any of the additional items to be constructed or installed by
Landlord within the Premises in accordance with this Lease,
provided, however, Landlord shall not have any obligation to
correct or repair any defect or condition caused by the normal
wear, misuse or negligent acts of Tenant, its agents,
contractors, employees or invitees.  Landlord acknowledges and
agrees that such costs of Landlord shall not be passed through to
Tenant under any other provision of this Lease.  Tenant shall
have the right to conduct any repairs itself, which Landlord has
failed to complete under this one (1) year warranty following
notice and reasonable opportunity to do so, with Landlord being
responsible for the cost thereof.

     6. TENANT'S REPAIRS AND OBLIGATIONS.
     A. Tenant shall at its own cost and expense keep and
maintain all parts of the Premises(except those for which
Landlord is expressly responsible under the terms of this lease)
in good condition, promptly making all repairs, repainting, and
replacements, including but not limited to, windows, glass and
plate glass, doors, any office entries, interior walls and finish
work, floors and floor covering, downspouts, gutters, heating and
air conditioning systems, dock levelers, truck doors, dock
bumpers, plumbing work and fixtures, termites and pest
extermination inside the building, regular removal of trash and
debris. Tenant shall not be obligated to repair any damage caused
by fire, tornado or other casualty covered by the insurance to be
maintained by Landlord pursuant to subparagraph 12A below, except
that Tenant shall be obligated to repair all wind damage to glass
except with respect to tornado or hurricane damage.

     B. The cost of maintenance and repair of any common party
walls (any wall, divider, partition or any other structure
separating the Premises from any adjacent Premises) shall be
shared equally by the Tenant and the 
<PAGE>
tenant or tenants occupying the adjacent Premises, unless damage is
attributable to the actions of a specific tenant in which case the
responsible tenant shall bear all costs of repair. Tenant shall not
damage any demising wall or disturb the integrity and support provided
by any demising wall and shall, at its sole cost and expense,
promptly repair any damage or injury caused to any demising wall
caused by Tenant or its employees, agents or invitees.

     C. In the event the Premises constitute a portion of a
multiple occupancy building, Tenant and its employees, customers
and licensees shall have the non-exclusive right to use the
parking areas designated on Exhibit E as the Tenant parking area,
subject to such reasonable rules and regulations as Landlord may
from time to time prescribe and subject to rights of ingress and
egress of other tenants.  Landlord shall not be responsible for
enforcing Tenant's exclusive parking rights against any third
parties.

     D. Landlord shall maintain the grounds, regularly performing
the mowing of any grass, trimming, weed removal, general
landscape maintenance, common sewage line plumbing, common
exterior lighting (if applicable), common dumpster removal (if
applicable) and other exterior maintenance obligations of the
building, including but not limited to painting, the maintenance,
and repair of the parking areas, driveways, alleys and
maintenance of the whole of the Premises in a clean and sanitary
condition, and may provide all or any part of Tenant's repairs
and obligations under subparagraph 6A above. Notwithstanding the
foregoing, in no event shall any such common area maintenance
costs include capital expense items. and  At Tenant's request,
which will not occur more frequently than annually, Landlord will
competitively bid the landscape maintenance portion of this work
between no fewer than two (2) qualified contractors.  Tenant
shall, pay monthly as additional rent due under subparagraph 2A
for its proportionate share of the cost and expense, including
reasonable overhead not to exceed seven percent (7%) of actual
costs and reserves for items described in this paragraph 6;
provided however that Landlord shall have the right to require
Tenant to pay such other reasonable proportions of said repairs
and obligations as may be determined by Landlord and further
provided that if Tenant or any other particular tenant of the
building can be clearly identified as being responsible for
obstructions or stoppage of the common sanitary sewage line, then
Tenant, if Tenant is responsible, shall pay the entire cost
thereof, upon demand, as additional rent.  If, for any calendar
year during which the Lease is in effect, Tenant's total monthly
payments made pursuant to this subparagraph are less than
Tenant's actual proportionate share of such repair obligations,
Tenant shall pay to Landlord upon demand the payment shortage. If
the total monthly payments are more than Tenant's actual
proportionate share of such repairs and obligations, Landlord
shall retain such excess and credit it to Tenant's next accruing
monthly payment for such repairs and obligations.

     E. 

     F. Tenant shall, at its own cost and expense, enter into a
semi-annual scheduled preventive maintenance/service contract
with a maintenance contractor for servicing all hot water,
heating and air conditioning systems and equipment within the
Premises.  The maintenance contractor and the contract must be
approved by Landlord.  Landlord may, at its option, enter into
such maintenance agreement provided it is competitively priced
and Tenant will pay to Landlord, as additional rent, for the cost
of such contract.  The service contract must include all services
suggested by the equipment manufacturer within the
operation/maintenance manual and must become effective (and a
copy thereof delivered to the Landlord) within thirty (30) days
of the date Tenant takes possession of the Premises.

     7. ALTERATIONS. Tenant shall not make any alterations,
additions or improvements to the Premises (including but not
limited to roof and wall penetrations) without the prior written
consent of Landlord, which consent shall not be unreasonably
withheld.  In the event Landlord consents to the making of any
such alterations, additions or improvements by Tenant, the same
shall be made by Tenant, at Tenant's sole cost and expense, in
accordance with all applicable laws, ordinances and regulations,
and all requirements of Landlord's and Tenant's insurance
policies and only in accordance with plans and specifications
approved by Landlord; and any contractor or person selected by
Tenant to make the same and all subcontractors must first be
approved in writing by Landlord.  Tenant may, without the consent
of Landlord, but at its own cost and expense and in a good
workmanlike manner erect such shelves, bins, machinery and trade
fixtures as it may deem advisable, without altering the basic
character of the building or improvements and without overloading
or damaging such building or improvements, and in each case
complying with all applicable governmental laws, ordinances,
regulations and other requirements.  All alterations, additions,
improvements and partitions erected by Tenant shall be and remain
the property of Tenant during the term of this lease and Tenant
shall, unless Landlord otherwise elects as hereinafter provided,
remove all alterations, additions, improvements and partitions
erected by Tenant and restore the Premises to their original
condition by the date of termination of this lease or upon
earlier vacating of the Premises; provided, however, that if
Landlord so elects prior to termination of this lease or upon
earlier vacating of the Premises, such alterations, additions,
improvements and partitions shall become the property of Landlord
as of the date of termination of this lease or upon earlier
vacating of the Premises and shall be delivered up to the
Landlord with the Premises.  Notwithstanding the foregoing
sentence, all shelves, bins, machinery and trade fixtures
installed by Tenant may be removed by Tenant prior to the
termination of this lease if Tenant so elects, and shall be
removed by the date of termination of this lease or upon earlier
vacating of the Premises if required by Landlord.  Upon any such
removal Tenant shall restore the Premises to their original
condition (normal wear and tear excepted).  All such removals and
restoration shall be accomplished in a good workmanlike manner so
as not to damage the primary structure or structural qualities of
the building and other improvements situated on the Premises.
<PAGE>
     8. SIGNS. Tenant agrees to conform to Landlord's signage
program for the building; however, except as expressly provided
for below all costs and expenses for the sign, sign installation,
removal and repair shall be paid by Tenant.  Tenant shall have
the right to install standard signs upon the Premises only where
first approved in writing by Landlord and subject to any
applicable governmental laws, ordinances, regulations and other
requirements.  Tenant shall remove all signs prior to the
termination of this lease.  Such installations and removals shall
be made in such a manner as to avoid injury or defacement of the
building and other improvements, and Tenant shall repair any
injury or defacement, including without limitation, discoloration
caused by installation and/or removal.  Tenant shall have the
right at its sole cost and expense within Landlord's standards,
to place signage on the exterior of the Demised Premises.  On
this, the exact location and size of the signage, as well as a
basic conceptual plan therefor, should be approved by Landlord
prior to Lease execution.  Landlord's signage standards include
placing Tenant's company name in a standard type face on a 5 foot
high and 10 foot wide monument in front of the Building at
Landlord's expense and placing Tenant's company name, in Tenant's
logo typeface if desired on the glass store front at the entry to
Tenant's space, at Tenant's expense.

     9. INSPECTION AND RIGHT OF ENTRY. Landlord and Landlord's
agents and representatives shall have the right to enter the
Premises at any time in the event of an emergency and to enter
and inspect the Premises at any reasonable time during business
hours with reasonable prior notification, for the purpose of
ascertaining the condition of the Premises or in order to make
such repairs as may be required or permitted to be made by
Landlord under the terms of this lease.  During the period that
is six (6) months prior to the end of the term hereof, Landlord
and Landlord's agents and representatives shall have the right to
enter the Premises at any reasonable time during business hours
with reasonable prior notification for the purpose of showing the
Premises and shall have the right to erect on the Premises a
suitable sign indicating the Premises are available.  Tenant
shall give written notice to Landlord at least  ten (10) days
prior to vacating the Premises and shall arrange to meet with
Landlord for a joint inspection of the Premises prior to
vacating.  In the event of Tenant's failure to give such notice
or arrange such joint inspection, Landlord's inspection at or
after Tenant's vacating the Premises shall be, absent manifest
error, conclusively deemed correct for purposes of determining
Tenant's responsibility for repairs and restoration.

     10. UTILITIES. Landlord agrees to provide at its cost water,
electricity and gas (when applicable) service connections into
the Premises in accordance with the specifications, if any,
attached hereto. Tenant's interior build-out will include
telephone and computer conduit.  Tenant shall pay for all water,
gas, heat, light, power, telephone, sewer, sprinkler charges and
other utilities and services used on or from the Premises,
together with any taxes, penalties, surcharges or the like
pertaining thereto, and any maintenance charges for utilities,
and shall furnish all electric light bulbs and tubes.  If any
such services are not separately metered to Tenant, Tenant shall
pay a reasonable proportion as determined by Landlord of all
charges jointly metered with other Premises. Landlord shall in no
event be liable for any interruption or failure of utility
services on the Premises.  Unless and except under circumstances
where such interruption arises as a result of the gross
negligence or willful misconduct of Landlord or those for whom
Landlord is responsible at law.

     11. ASSIGNMENT AND SUBLETTING.
     A. Tenant shall not sell, assign, encumber or otherwise
transfer by operation of law or otherwise, this lease or any
interest herein, sublet the Premises or any portion thereof, or
suffer any other person to occupy or the use of the Premises or
any portion thereof, without the prior written consent of
Landlord, which consent shall not be unreasonably withheld,
conditioned or delayed as provided herein, nor shall Tenant
permit any lien to be placed on the Tenant's interest by
operation of law.  Tenant shall, by written notice, advise
Landlord of its desire from and after a stated date (which shall
not be less than thirty (30) days nor more than ninety (90) days
after the date of Tenant's notice) to sublet the Premises or any
portion thereof for any part of the term thereof; and in such
event, Landlord shall have the right, to be exercised by giving
written notice to Tenant within ten (10) days after receipt of
Tenant's notice, to terminate this lease as to the portion of the
Premises described in Tenant's notice and such notice shall, if
given, terminate this lease with respect to the portion of the
Premises therein described as of the date stated in Tenant's
notice.  However, if Landlord chooses to exercise such right of
termination, Tenant may, within ten (10) days of Landlord's
decision, rescind the request to sublease.  Said notice by Tenant
shall state the name and address of the proposed subtenant, and
Tenant shall deliver to Landlord a true and complete copy of the
proposed sublease with said notice.  If said notice shall specify
all of the Premises and Landlord shall give said termination
notice with respect thereto, this lease shall terminate on the
date stated in Tenant's notice.  If Landlord, upon receiving said
notice by Tenant, with respect to any of the Premises, shall not
exercise its right to terminate, Landlord will not unreasonably
withhold its consent to Tenant's subletting the Premises
specified in said notice.  Tenant shall, at Tenant's sole cost
and expense, discharge in full any outstanding commission
obligation which may be due and owing as a result of any proposed
assignment or subletting.  Notwithstanding the foregoing, Tenant
shall have the right, without Landlord's consent, to sublet the
leased Premises or any part thereof, or assign this Lease to any
of Tenant's parent, subsidiaries or affiliated companies;
provided, however, as a condition to any such subletting or
assignment (i) both Tenant and the proposed subtenant or, if
applicable, assignee shall be solvent at the time of each such
subletting and/or assignment; (ii) Tenant shall provide Landlord
at least ten (10) business days prior written notice of each such
subletting and/or assignment; and (iii) no such subletting and/or
assignment shall release Tenant from Tenant's primary liability
under this Lease.

     B. Any subletting hereunder by Tenant shall not result in
Tenant being released or discharged from any liability under this
lease.  As a condition to Landlord's prior written consent as
provided for in subparagraph 11A above, the subtenant or
subtenants shall agree in writing to comply with and be bound by
all of the terms, 
<PAGE>
covenants, conditions, provisions and agreements of this lease, and
Tenant shall deliver to Landlord promptly after execution, an executed
copy of each sublease and an agreement of said compliance by each
sublessee. 

     C. Landlord's consent to any sale, assignment, encumbrance,
subletting, occupation, lien or other transfer shall not release
Tenant from any of Tenant's obligations hereunder or be deemed to
be a consent to any subsequent occurrence.  Any sale, assignment,
encumbrance, subletting, occupation, lien or other transfer of
this lease which does not comply with the provision of this
paragraph 11 shall be null and void.

     12. FIRE AND CASUALTY DAMAGE.
     A. Landlord agrees to maintain insurance covering the
building of which the Premises are a part in an amount not less
than one hundred percent (100%) of the replacement cost thereof,
insuring against the perils of Fire, Lightning, Extended
Coverage, Vandalism and Malicious Mischief, extended by Special
Extended Coverage Endorsement to insure against all other Risks
of Direct Physical Loss, such coverages and endorsements to be as
defined, provided and limited in the standard bureau forms
prescribed by the insurance regulatory authority for the state in
which the Premises are situated for use by insurance companies
admitted in such state for the writing of such insurance on risks
located within such state.  Subject to the provisions of
subparagraphs 12C, 12D and 12E below, such insurance shall be for
the sole benefit of Landlord and under its sole control.  Tenant
shall pay, as additional rental on a 1/12 per month basis,
Tenant's proportionate share of the full cost of maintaining such
insurance.  Upon Tenant's request, Landlord shall provide a copy
of Landlord's insurance carrier's estimate of insurance for the
year.  If during the second full lease year after the
commencement date of this lease, or during any subsequent year of
the primary term or any renewal or extension, Landlord's cost of
maintaining such insurance shall exceed Landlord's cost of
maintaining such insurance for the first full lease year of the
term hereof, Tenant agrees to pay to Landlord, as additional
rental, the amount of such excess (or in the event the Premises
constitute a portion of a multiple occupancy building, Tenant's
full proportionate share of such excess).  Said payment shall be
made to Landlord within  thirty (30) days after presentation to
Tenant of Landlord's statement setting forth the amount due.  Any
payment to be made pursuant to this subparagraph 12A with respect
to the year in which this lease commences or terminates shall
bear the same ratio to the payment which would be required to be
made for the full year as the part of such year covered by the
term of this lease bears to a full year.

     B. If any increase in the fire and extended coverage
insurance premiums paid by Landlord or other Tenants for the
building in which Tenant occupies space is caused by Tenant's use
and occupancy of the Premises, or if Tenant vacates the Premises
and causes an increase in such premiums, then Tenant shall pay as
additional rental the amount of such increase to Landlord.

     C. If the buildings situated upon the Premises should be
damaged or destroyed by fire, tornado or other casualty, Tenant
shall give immediate written notice thereof to Landlord.

     D. If the buildings situated upon the Premises should be
totally destroyed by fire, tornado or other casualty, or if they
should be so damaged thereby that rebuilding or repairs cannot in
Landlord's estimation be completed within two hundred (200) days
after the date upon which Landlord is notified  by Tenant of such
damage, this lease shall terminate and the rent shall be abated
during the unexpired portion of this lease, effective upon the
date of the occurrence of such damage.

     E. If the buildings situated upon the Premises should be
damaged by any peril covered by the insurance to be provided by
Landlord under subparagraph 12A above, but only to such extent
that rebuilding or repairs can in Landlord's estimation be
completed within two hundred (200) days after the date upon which
Landlord is notified by Tenant of such damage, this lease shall
not terminate, and Landlord shall at its sole cost and expense
thereupon proceed with reasonable diligence to rebuild and repair
such buildings to substantially the condition in which they
existed prior to such damage, except that Landlord shall not be
required to rebuild, repair or replace any part of the
partitions, fixtures, additions and other improvements which may
have been placed in, on or about the Premises by Tenant and
except that Landlord may elect not to rebuild if such damage
occurs during the last year of the term of the lease exclusive of
any option which is unexercised at the time of such damage.  If
the Premises are untenantable in whole or in part following such
damage, the rent payable hereunder during the period in which
they are untenantable shall be reduced to such extent as may be
fair or reasonable under all of the circumstances.  In the event
that Landlord should fail to complete such repairs and rebuilding
within two hundred (200) days after the date upon which Landlord
is notified by Tenant of such damage, Tenant may at its option
terminate this lease by delivering written notice of termination
of Landlord as Tenant's exclusive remedy, whereupon all rights
and obligations hereunder shall cease and terminate.

     F. Notwithstanding anything herein to the contrary, in the
event the holder of any indebtedness secured by a mortgage or
deed of trust covering the Premises requires that the insurance
proceeds be applied to such indebtedness, then Landlord shall
have the right to terminate this lease by delivering written
notice of termination to Tenant within fifteen (15) days after
such requirement is made by any such holder, whereupon all rights
and obligations hereunder shall cease and terminate.  However, in
the event that a casualty occurs resulting in property damage of
less than $500,000.00 and Tenant's occupancy of the Premises is
not affected in any way, this right by Landlord to terminate the
Lease will not be effective.
<PAGE>
     G. Each of Landlord and Tenant hereby releases the other
from any loss or damage to property caused by fire or any other
perils insured in policies of insurance covering such property,
even if such loss or damage shall have been caused by the fault
or negligence of the other party, or anyone for whom such party
may be responsible; provided, however, that this release shall be
applicable and in force and effect only with respect to loss or
damage occurring during such times as the releasor's policies
shall contain a clause or endorsement to the effect that any such
release shall not adversely affect or impair said policies or
prejudice the right of the releasor to recover thereunder and
then only to the extent of the insurance proceeds payable under
such policies.  Each of the Landlord and Tenant agrees that it
will request its insurance carriers to include in its policies
such a clause or endorsement.  If extra cost shall be charged
therefore, each party shall advise the other thereof and of the
amount of the extra cost, and the other party, at its election,
may pay the same, but it shall not be obligated to do so.

     13.  LIABILITY. Landlord shall not be liable to Tenant or
Tenant's employees, agents, patrons or visitors, or to any other
person whomsoever, for any injury to person or damage to property
on or about the Premises, resulting from and/or caused in part or
whole by the negligence or misconduct of Tenant, its agents,
servants or employees, or of any other person entering upon the
Premises, or caused by the buildings and improvements located on
the Premises becoming out of repair, or caused by leakage of gas,
oil, water or steam or by electricity emanating from the
Premises, or due to any cause whatsoever, and Tenant hereby
covenants and agrees that it will at all times indemnify and hold
safe and harmless the property, the Landlord (including without
limitation the trustee and beneficiaries if Landlord is a trust),
Landlord's agents and employees from any loss, liability, claims,
suits, costs, expenses, including without limitation attorney's
fees and damages, both real and alleged, arising out of or
relating to any such damage or injury; except injury to persons
or damage to property the sole cause of which is the negligence
of Landlord or the failure of Landlord to repair any part of the
Premises which Landlord is obligated to repair and maintain
hereunder within a reasonable time after the receipt of written
notice from Tenant of needed repairs.  Tenant shall procure and
maintain throughout the term of this lease a policy or policies
of insurance, at its sole cost and expense, insuring both
Landlord and Tenant against all claims, demands or actions
arising out of or in connection with: Tenant's operations in and
maintenance and use of the Premises; and Tenant's liability
assumed under this lease, the limits of such policy or policies
to be in the amount of not less than $500,000 per occurrence in
respect to injury to persons (including death), and in the amount
of not less than $100,000 per occurrence in respect to property
damage or destruction, including loss of use thereof.  All such
policies shall be procured by Tenant from responsible insurance
companies satisfactory to Landlord.  Certified copies or
certificates of such policies, together with receipt evidencing
payment of premiums therefor, shall be delivered to Landlord
prior to the commencement date of this lease.  Not less than
fifteen (15) days prior to the expiration date of any such
policies, certified copies of the renewals thereof (bearing
notations evidencing the payment of renewal premiums) shall be
delivered to Landlord.  Such policies shall further provide that
not less than thirty (30) days written notice shall be given to
landlord before such policy may be canceled or changed to reduce
insurance provided thereby.

      14. CONDEMNATION.
     A. If the whole or any substantial part of the Premises (or
reasonable access or a material portion of the parking area at
the Premises) should be taken for any public or quasi-public use
under governmental law, ordinance or regulation, or by right of
eminent domain, or by private purchase in lieu thereof, and the
taking would prevent or materially interfere with the use of the
Premises for the purpose for which they are being used, this
lease shall terminate and the rent shall be abated during the
unexpired portion of this lease, effective when the physical
taking of said Premises shall occur.

     B. If part of the Premises shall be taken for any public or
quasi-public use under any governmental law, ordinance or
regulation, or by right of eminent domain, or by private purchase
in lieu thereof, and this lease is not terminated as provided in
subparagraph 14A above, this lease shall not terminate but the
rent payable hereunder during the unexpired portion of this lease
shall be reduced to such extent as may be fair and reasonable
under all of the circumstances.

     C. All compensation awarded for any taking (or the proceeds
of private sale in lieu thereof) of the Premises, buildings or
other improvements, or any part thereof, shall be the property of
Landlord and Tenant hereby assigns its interest in any such award
to Landlord; provided, however, Landlord shall have no interest
in any award made to Tenant for loss of business or for the
taking of Tenant's fixtures and improvements if a separate award
for such items is made to Tenant.

     15. HOLDING OVER. Tenant will, at the termination of this
lease by lapse of time or otherwise, yield up immediate
possession to Landlord with all repairs and maintenance required
herein to be performed by Tenant completed.  If Landlord agrees
in writing that Tenant may hold over after the expiration or
termination of this lease, unless the parties hereto otherwise
agree in writing on the terms of such holding over, the hold over
tenancy shall be subject to termination by Landlord at any time
upon not less than  thirty (30) days advance written notice, or
by Tenant at any time upon not less than thirty (30) days advance
written notice, and all of the other terms and provisions of this
lease shall be applicable during that period, except that Tenant
shall pay Landlord from time to time upon demand, as rental for
the period of any hold over, an amount equal to one and one half
(1 1/2) the rent in effect on the termination date, computed on a
daily basis for each day of the hold over period.  No holding
over by Tenant, whether with or without consent of Landlord,
shall operate to extend this lease except as otherwise expressly
provided.  The preceding provisions of this paragraph 15 shall
not be construed as consent for Tenant to hold over.
<PAGE>
        16. QUIET ENJOYMENT. Landlord covenants that it now has,
or will acquire before Tenant takes possession of the Premises,
good title to the Premises, free and clear of all liens and
encumbrances, excepting only the lien for current taxes not yet
due, such mortgage or mortgages as are permitted by the terms of
this lease, zoning ordinances and other building and fire
ordinances and governmental regulations relating to the use of
such property, and easements, restrictions and other conditions
of record. Landlord represents and warrants that it has full
right and authority to enter into this lease and that Tenant,
upon paying the rental herein set forth and performing its other
covenants and agreements herein set forth, shall peaceably and
quietly have, hold and enjoy the Premises for the term hereof
without hindrance or molestation from Landlord, subject to the
terms and provisions of this lease. 

     17. EVENTS OF DEFAULT. The following events shall be deemed
to be events of default by Tenant under this lease:

     A.   Tenant shall fail to pay any installment of rent herein
reserved when and as same becomes due and payable, and such
failure shall continue for five (5) days after written notice of
such default is provided by Landlord to Tenant regarding same,
provided that Landlord shall only be required to give such notice
and opportunity to cure twice within any consecutive twelve (12)
month period and upon any subsequent failure to timely pay such
sums within twelve (12) month period, no notice or opportunity to
cure shall be required to be given to Tenant.
     B. Tenant shall vacate all or a substantial portion of the
Premises or fail to continuously operate its business at the
Premises for the permitted use set forth in paragraph 3 whether
or not Tenant is in default of the rental payments due under this
lease; or

     C. Tenant shall fail to discharge any lien placed upon the
Premises in violation of paragraph 22 hereof within twenty (20)
days after Tenant receives notice that any such lien or
encumbrance is filed against the Premises, or

     D. Tenant shall fail to comply with any term, provision or
covenant of this lease (other than the foregoing in this
paragraph 17), and shall not cure such failure within twenty (20)
days after written notice thereof to Tenant, provided, however,
that with respect to any such default which cannot by its nature
reasonably be cured within  twenty (20) days, Tenant shall have
such additional time to complete such cure as is reasonably
necessary under the circumstances provided in no event shall such
period extend beyond ninety (90) days and further provided that
it commences its efforts to cure such default within such twenty
(20) day period, and thereafter diligently prosecutes same until
completion.

     E. Default by any guarantor of this Lease of the terms of
its guaranty, or the bankruptcy or insolvency of any guarantor.

     18. REMEDIES.
     A. Upon each occurrence of any event of default, Landlord
shall have the option to pursue any one or more of the following
remedies without any notice or demand;
(1) Terminate this lease; and/or
(2) Enter upon and take possession of the Premises with or
without terminating this lease; and/or
(3) Alter all locks and other security devices at the Premises
with or without terminating this lease, and pursue, at Landlord's
option, one or more remedies pursuant to this lease, Tenant
hereby specifically waiving any state or federal law to the
contrary; and in any such event Tenant immediately shall
surrender its Premises to Landlord, and if Tenant fails to do so,
Landlord, without waiving any other remedy it may have, may enter
upon and take possession of the Premises or any part thereof by
force if necessary, without being liable for prosecution or any
claim of damages therefor.

     B. In the event Tenant fails to pay any installment of rent
hereunder on or before five (5) days after such installment is
due, to help defray the additional cost to Landlord for
processing such late payments, Tenant shall pay to Landlord on
demand a late charge in an amount equal to five (5%) percent of
such installment; and the failure to pay such amount within five
(5) days after demand therefor shall be an event of default
hereunder.  The provision for such late charge shall be in
addition to all of Landlord's other rights and remedies hereunder
or at law and shall not be construed as liquidated damages or as
limiting Landlord's remedies in any manner.

     C. Exercise by Landlord of any one or more remedies
hereunder granted or otherwise shall not be deemed to be an
acceptance of surrender of the Premises by Tenant, whether by
agreement or by operation of law, it being understood that such
surrender can be effected only by the written agreement of
Landlord and Tenant.  No such alteration of locks or other
security devices and no removal  of the property of Tenant
pursuant to 18I  or others at the Premises shall be deemed
unauthorized or constitute a conversion, Tenant hereby
consenting, after any event of default, to such actions .  All
claims for damages by reason of such re-entry and/or repossession
and/or alteration of locks or other security devices are hereby
waived, as are all claims for damages by reason of any distress
warrant, forcible detainer proceedings, sequestration proceedings
or other legal process.  Tenant agrees that any re-entry by
Landlord may be pursuant to judgment obtained in forcible
detainer proceedings or other legal proceedings or without the
necessity for any legal proceedings, as Landlord may elect, and
Landlord shall not be liable for trespass or otherwise.
<PAGE>
     D. In the event Landlord elects to terminate the lease by
reason of an event of default, then notwithstanding such
termination, Tenant shall be liable for and shall pay to
Landlord, at the address specified for notice to Landlord herein,
the sum of all rental and other indebtedness accrued to the date
of such termination, plus, as damages, an amount equal to the
greater of (i) the total rental hereunder for the remaining
portion of the lease term (had such term not been terminated by
Landlord prior to the date of expiration stated in paragraph 1),
or (ii) the then present value of the then fair rental value of
the Premises for such period.

     E. In the event that Landlord elects to repossess the
Premises without terminating the lease, or in the event Landlord
elects to terminate the lease, then Tenant, at Landlord's option,
shall be liable for and shall pay to Landlord, at the address
specified for notice to Landlord herein, all rental and other
indebtedness accrued to the date of such repossession, plus
rental required to be paid by Tenant to Landlord during the
remainder of the lease term until the date of expiration of the
term as stated in paragraph 1 diminished by any net sums
thereafter received by Landlord through reletting the Premises
during said period (after deducting expenses incurred by Landlord
as provided in subparagraph 18F below).  In no event shall Tenant
be entitled to any excess of any rental obtained by letting over
and above the rental herein reserved.  Actions to collect amounts
due by Tenant to Landlord under this subparagraph may be brought
from time to time, on one or more occasions, without the
necessity of Landlord's waiting until expiration of the lease
term.

     F. In case of any event of default or breach by Tenant, or
threatened or anticipatory breach of default, Tenant shall also
be liable for and shall pay to Landlord, at the address specified
for notice to Landlord herein, in addition to any sum provided to
be paid above, broker's fees incurred by Landlord in connection
with reletting the whole or any part of the Premises; the costs
of removing and storing Tenant's or the occupant's property; the
costs of repairing, altering, remodeling or otherwise putting the
Premises into condition acceptable to a new tenant or tenants,
and all reasonable expenses incurred by Landlord in enforcing or
defending Landlord's rights and/or remedies including reasonable
attorney's fees.

     G. In the event of termination or repossession of the
Premises for an event of default, Landlord shall not have any
obligation to relet or to attempt to relet the Premises, or any
portion thereof, or to collect rental after reletting; and in the
event of reletting, Landlord may relet the whole or any portion
of the Premises for any period to any tenant and for any use and
purpose.

     H. If Tenant should fail to make any payment or cure any
default hereunder within the time herein permitted, Landlord,
without being under any obligation to do so and without thereby
waiving such default, may make such payment and/or remedy such
other default for the account of Tenant (and enter the Premises
for such purpose), and thereupon Tenant shall be obligated to,
and hereby agrees to pay Landlord upon demand, all costs,
expenses and disbursements (including reasonable attorney's fees)
incurred by Landlord in taking such remedial action.

     I. In the event that Landlord shall have taken possession of
the Premises pursuant to the authority herein granted, Landlord
shall also have the right to remove from the Premises (without
the necessity of obtaining a distress warrant, writ of
sequestration or other legal process) all or any portion of such
furniture, fixtures, equipment and other property located thereon
and to place same in storage at any Premises within the County in
which the Premises is located; and in such event, Tenant shall be
liable to Landlord for costs incurred by Landlord in connection
with such removal and storage.  Landlord shall also have the
right to relinquish possession of all or any portion of such
furniture, fixtures, equipment and other property to any person
("Claimant") claiming to be entitled to possession thereof who
presents to Landlord a copy of any instrument represented to
Landlord by Claimant to have been executed by Tenant (or any
predecessor Tenant) granting Claimant the right under various
circumstances to take possession of such furniture, fixtures,
equipment or other property, without the necessity on the part of
Landlord to inquire into the authenticity of said instrument's
copy of Tenant's or Tenant's predecessor's signature(s) thereon
and without the necessity of Landlord making any investigation or
inquiry as to the validity of the factual or legal basis upon
which Claimant purports to act; and Tenant agrees to indemnify
and hold Landlord harmless from all cost, expense, loss, damage
and liability incident to Landlord's relinquishment of possession
of all or any portion of such furniture, fixtures, equipment or
other property to Claimant.  The right of Landlord herein stated
shall be in addition to any and all other rights which Landlord
has or may hereafter have at law or in equity; and Tenant
stipulates and agrees that the rights herein granted Landlord are
commercially reasonable.

     19. 



     20. MORTGAGES. 
     A. Tenant accepts this lease subject and subordinate to any
mortgage(s) and/or deed(s) of trust now or at any time hereafter
constituting a lien or charge upon the Premises or the
improvements situated thereon, provided however, that if the
mortgagee, trustee, or holder of any such mortgage or deed of
trust elects to have Tenant's interest in this lease superior to
any such instrument, then by notice to Tenant from such
mortgagee, trustee or holder, this lease shall be deemed superior
to such lien, whether this lease was executed before or after
said mortgage or deed of trust.  Landlord shall, as soon as
practicable after the full execution of this Lease, deliver to
Tenant a Non-Disturbance, Subordination and Attornment Agreement
mutually acceptable to Tenant and 
<PAGE>
Landlord's lender.  Tenant shall at any time hereafter on demand
execute any instruments, releases or other documents which may be
required by any mortgagee for the purpose of subjecting and
subordinating this lease to the lien of any such mortgage.  All
mortgages or deeds of trust referred to in this subparagraph 20A refer
to first mortgages or deeds of trust only.

     B. Tenant agrees not to look to the mortgagee, as mortgagee,
mortgagee in possession, or successor entitled to the property,
for accountability for any security deposit required by the
Landlord hereunder, unless said sums have been received by said
mortgagee as security for Tenant's performance of this lease.

     21. LANDLORD'S DEFAULT. In the event Landlord should become
in default in any payments due on any such mortgage described in
Paragraph 20 hereof or in the payment of taxes or any other items
which might become a lien upon the Premises and which Tenant is
not obligated to pay under the terms and provisions of this
lease, Tenant is authorized and empowered after giving Landlord
five (5) days prior written notice of such default and Landlord's
failure to cure such default, to pay any such items for and on
behalf of Landlord, and the amount of any item so paid by Tenant
for or on behalf of Landlord, together with any interest or
penalty required to be paid in connection therewith, shall be
payable on demand by Landlord to Tenant; provided however, that
Tenant shall not be authorized and empowered to make any payment
under the terms of this Paragraph 21 unless the item paid shall
be superior to Tenant's interest hereunder.  In the event Tenant
pays any mortgage debt in full, in accordance with this
paragraph, it shall, at its election, be entitled to the mortgage
security by assignment or subrogation.

     22. MECHANICS LIEN AND OTHER TAXES. Tenant shall have no
authority, express or implied, to create or place any lien or
encumbrance of any kind or nature whatsoever upon, or in any
manner to bind the interests of Landlord in the Premises or to
charge the rentals payable hereunder for any claim in favor of
any person dealing with Tenant, including those who may furnish
materials or perform labor for any construction or repairs, and
each such claim shall affect and each such lien shall attach to,
if at all, only the leasehold interest granted to Tenant by this
instrument.  Tenant covenants and agrees that it will pay or
cause to be paid all sums legally due and payable by it on
account of any labor performed or materials furnished in
connection with any work performed on the Premises on which any
lien is or can be validly and legally asserted against its
leasehold interest in the Premises or the improvements thereon
and that it will save and hold Landlord harmless from any and all
loss, cost or expense based on or arising out of asserted claims
or liens against the leasehold estate or against the right, title
and interest of the Landlord in the Premises or under the terms
of this lease.  Tenant agrees to give Landlord immediate written
notice if any lien or encumbrance is placed on the Premises.

     23. NOTICES. Each provision of this instrument or of any
applicable governmental laws, ordinances, regulations and other
requirements with reference to the sending, mailing or delivery
of any notice or the making of any payment by Landlord to Tenant
or with reference to the sending, mailing or delivery of any
notice or the making of any payment by Tenant to Landlord shall
be deemed to be complied with when and if the following steps are
taken:

     A. All rent and other payments required to be made by Tenant
to Landlord hereunder shall be payable to Landlord at the address
hereinbelow set forth or at such other address within the
Continental United States as Landlord may specify from time to
time by written notice delivered in accordance herewith. 
Tenant's obligations to pay rent and any other amounts to
Landlord under the terms of this lease shall not be deemed
satisfied until such rent and other amounts have been actually
received by Landlord.

     B. All payments required to be made by Landlord to Tenant
hereunder shall be payable to Tenant at the address hereinbelow
set forth, or at such other address within the continental United
States as Tenant may specify from time to time by written notice
delivered in accordance herewith.

     C. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered whether
actually received or not  five (5) days after being deposited in
the United States Mail, or when received whichever is earlier,
postage prepaid, Certified or Registered Mail, addressed to the
parties hereto at the respective addresses set out below, or at
such other address as they have theretofore specified by written
notice delivered in accordance herewith:

LANDLORD:                        TENANT:
After Commencement               Before Commencement
Meadows Industrial, LLC          Radiant Systems, Inc.
                                 1000 Alderman Drive     

300 Galleria Parkway, Suite 600  Attn:  VP Operations
                                 Suite A            

Atlanta, Georgia  30339          6610 Shiloh
Road East, Suite A  Alpharetta, GA  30005 
<PAGE>

Attn:  John Decker                Alpharetta, GA  30005                
      

If and when included within the term "Landlord", as used in this
instrument, there are more than one person, firm or corporation,
all shall jointly arrange among themselves for their joint
execution of such a notice specifying some individual at some
specific address for the receipt of notices and payments to
Landlord; if and when included within the term "Tenant", as used
in this instrument, there are more than one person, firm or
corporation, all shall jointly arrange among themselves for their
joint execution of such a notice specifying some individual at
some specific address within the continental United States for
the receipt of notices and payments to Tenant.  All parties
included within the terms "Landlord" and "Tenant", respectively,
shall be bound by notices given in accordance with the provisions
of this paragraph to the same effect as if each had received such
notice.

     24. HAZARDOUS MATERIALS
     A. For purposes of this section, "Hazardous Materials" shall
include all solid, liquid or gaseous materials defined or
regulated as wastes under any federal statute or regulation or
any state or local law, regulation or ordinance and shall further
include all other substances defined or regulated as pollutants
or as hazardous, toxic, infectious, or radioactive substances
under any federal statute or regulation or any state or local
law, regulation or ordinance, all as amended from time to time.

     B. Tenant shall not cause or permit any Hazardous Materials
to be used, generated, stored or disposed of on, under or about,
or transported to or from the Premises (collectively, "Hazardous
Materials Activities") except in compliance with all applicable
federal, state, and local laws, regulations, ordinances and
orders governing such Hazardous Materials or Hazardous Materials
Activities, which compliance shall be at Tenant's sole cost and
expense.  Additionally, Tenant shall not cause or permit any
Hazardous Materials to be disposed of on, under or about the
Premises without the express prior written consent of the
Landlord, which may be withheld for any reason and may be revoked
at any time.

     C. Landlord shall not be liable to Tenant or to any other
party for any Hazardous Materials Activities conducted or
permitted on, under or about the Premises by Tenant or by
Tenant's employees, agents, contractors, licensees or invitees,
and Tenant shall indemnify, defend and hold Landlord harmless
from any claims, damages, fines, penalties, losses, judgments,
costs and liabilities arising out of or related to any Hazardous
Materials Activities conducted or permitted on, under or about
the Premises by Tenant or by Tenant's employees, agents,
contractors, Licensees or invitees, regardless of whether
Landlord shall have consented to, approved of, participated in or
had notice of such Hazardous Materials Activities.  The
provisions of this paragraph shall survive the expiration or
termination of this lease.

     D. At the expiration or earlier termination of this lease,
Tenant shall remove from the Premises, at Tenant's sole expense,
all Hazardous Materials located, stored and disposed of on, under
or about the Premises.  Tenant shall close, remove or otherwise
render safe any buildings, tanks, containers or other facilities
related to the Hazardous Materials Activities conducted or
permitted on the Premises in the manner required by all
applicable laws, regulations, ordinances or orders.

     E.  Landlord represents that it has not stored or disposed
of any Hazardous Materials on or about the Premises and has no
knowledge of any existing violations of environmental laws, rules
or regulations with respect to the building or any common areas
associated therewith.  Landlord will be obligated to remedy any
environmental problems associated with the Premises, which are
not caused by Tenant, to the extent same adversely affect
Tenant's business operations.

     25. INSOLVENCY OR BANKRUPTCY. The appointment of a receiver
to take possession of all or substantially all of the assets of
Tenant, or an assignment of Tenant for the benefit of creditors,
or any action taken or suffered by Tenant under any insolvency,
bankruptcy, or reorganization act, shall at Landlord's option
constitute a breach of this Lease by Tenant.  Upon the happening
of any such event or at any time thereafter, this Lease shall
terminate five (5) days after written notice of termination from
Landlord to Tenant.  In no event shall this Lease be assigned or
assignable by operation of law or by voluntary or involuntary
bankruptcy proceedings or otherwise and in no event shall this
Lease or any rights or privileges hereunder be an asset of Tenant
under any bankruptcy, insolvency, or reorganization proceedings.

      26. LANDLORD'S LIABILITY.  Any liability of Landlord
hereunder shall be enforceable only out of the Building or
Property and in no event out of the separate assets of any
constituent partner of Landlord.  No holder or beneficiary of any
mortgage or deed of trust on any part of the Property shall have
any liability to Tenant hereunder for any default of Landlord.

     27. MISCELLANEOUS. 
     A. Words of any gender used in this lease shall be held and
construed to include any other gender, and words in the singular
number shall be held to include the plural, unless the context
otherwise requires.

     B. In the event the Premises constitutes a portion of a
multiple occupancy building or building complex, Tenant's
"proportionate share", as used in this lease, shall mean a
fraction, the numerator of which is the space contained in the
Premises and the denominator of which is the entire space
contained in the building or building complex.
<PAGE>

     C. The terms, provisions and covenants and conditions
contained in this lease shall apply to, inure to the benefit of,
and be binding upon the parties hereto and upon their respective
heirs, legal representatives, successors and permitted assigns,
except as otherwise herein expressly provided.  Landlord shall
have the right to assign any of its rights and obligations under
this lease.  Each party agrees to furnish to the other, promptly
upon demand, a corporate resolution, proof of due authorization
by partners, or other appropriate documentation evidencing the
due authorization of such party to enter into this lease.

     D. The captions inserted in this lease are for convenience
only and in no way define, limit or otherwise describe the scope
or intent of this lease, or any provision hereof, or in any way
effect the interpretation of this lease.

     E. Tenant agrees from time to time within ten (10) days
after request of Landlord, to deliver to Landlord, or Landlord's
designee an estoppel certificate stating to the extent true that
this lease is in full force and effect, the date to which rent
has been paid, the unexpired term of this lease and such other
matters pertaining to this lease as may be requested by Landlord. 
It is understood and agreed that Tenant's obligation to furnish
such estoppel certificates in a timely fashion is a material
inducement for Landlord's execution of this lease.

     F. This lease may not be altered, changed or amended except
by an instrument in writing signed by both parties hereto.

     G. All obligations of  the parties hereunder not fully
performed as of the expiration or earlier termination of the term
of this lease shall survive the expiration or earlier termination
of the term hereof, including without limitation all payment
obligations with respect to taxes and insurance and all
obligations concerning the condition of the Premises.  Upon the
expiration or earlier termination of the term hereof, and prior
to Tenant vacating the Premises, Tenant shall pay to Landlord any
amount reasonably estimated by Landlord as necessary to put the
Premises, including without limitation all heating and air
conditioning systems and equipment therein, in good condition and
repair, reasonable wear and tear excepted.  Tenant shall also,
prior to vacating the Premises, pay to Landlord the amount, as
estimated by landlord, of Tenant's obligation hereunder for real
estate taxes and insurance premiums for the year in which the
lease expires or terminates.  All such amounts shall be used and
held by Landlord for payment of such obligations of Tenant
hereunder, with Tenant being liable for any additional costs
therefor upon demand by Landlord, or with any excess to be
returned to Tenant after all such obligations have been
determined and satisfied, as the case may be.  Any security
deposit held by Landlord shall be credited against the amount
payable by Tenant under this subparagraph 27G.

     H. If any clause or provision of this lease is illegal,
invalid or unenforceable under present or future laws effective
during the term of this lease, then and in that event, it is the
intention of the parties hereto that the remainder of this lease
shall not be affected thereby, and it is also the intention of
the parties to this lease that in lieu of each clause or
provision of this lease that is illegal, invalid or
unenforceable, there be added as a part of this lease contract a
clause or provision as similar in terms to such illegal, invalid
or unenforceable clause or provision as may be possible and be
legal, valid and enforceable.

     I. Because the Premises are on the open market and are
presently being shown, this lease shall be treated as an offer
with the Premises being subject to prior lease and such offers
subject to withdrawal or non-acceptance by Landlord or to other
use of the Premises without notice, and this lease shall not be
valid or binding unless and until accepted by Landlord in writing
and a fully executed copy delivered to both parties hereto.

     J. All references in this lease to "the date hereof" or
similar references shall be deemed to refer to the last date, in
point of time, on which all parties hereto have executed this
lease.

     K. Time is of the essence of this lease and all of its
provisions.  This lease in all respects shall be governed by the
laws of the State of Georgia.

     L. Tenant shall not be permitted to install drapes,
curtains, blinds or any window treatment without Landlord's prior
written approval.

     M. The duties and obligations of Tenant herein shall be
binding upon all or any of them.  The duties and obligations of
Tenant shall run and extend not only to the benefit of the
Landlord, as named herein, but to the following, at the option of
the following or any of them:  (i) any person by, through or
under which Landlord derives the right to lease the Premises;
(ii) the owner of the Premises; and (iii) holders of mortgage or
rent assignment interests in the Premises, as their respective
interests may appear; provided, however, nothing contained herein
shall be construed to obligate Tenant to pay rent to any person
other than the Landlord until such time as Tenant has been given
written notice of either an exercise of a rent assignment or the
succession of some other party to the interests of Landlord.

N. Except in the case of sublet and assignment and as Except as
otherwise specifically provided for herein to the contrary, where
the consent, approval or acceptance of a party is required, the
party agrees that such consent, approval or acceptance shall not
be unreasonably withheld, conditioned or delayed.
<PAGE>
O. Landlord and Tenant each represent and warrant to the other
that it has not dealt with any broker, agent, commissioned
salesperson other than CARTER & Associates in the negotiations
for and procurement of this Lease and that no commissions, fees
or compensation of any kind are due and payable in connection
herewith to any broker, agent, commissioned salesperson or other
person other than CARTER & Associates as the result of such
dealings.  Landlord acknowledges and agrees it is solely liable
for payment of all commissions to CARTER & Associates.  Landlord
and Tenant each hereby agree to indemnify the other and hold the
other harmless from and against any and all claims, suits or
judgements incurred as the result of the foregoing
representations and warranties being untrue.

P. Notwithstanding any indemnity granted herein and not
withstanding any other term or provision of this Lease to the
contrary.  Landlord and Tenant hereby both release the other and
their respective employees, agents and invitees from and waive
any claims either may have against the other and their employees,
agents, servants or invitees for any loss or damage to the
building, Premises or contents of the foregoing caused by any of
the perils required to be insured against under fire and extended
coverage insurance policies under this Lease with "all risks"
endorsement, to the extent of the greater of the limits of
insurance actually being carried or required to be carried by
this Lease, whether such damage or loss is caused by the
negligence either of them or their respective employees, agents,
servants or invitees.  The foregoing mutual release and waiver of
subrogation shall apply whether or not insurance on the building,
Premises other improvements or contents was in force at the time
of the loss or damage.  Moreover, each party agrees to take all
actions necessary to make the foregoing release effective and
binding upon their respective insurance carriers so that such
carriers specifically waive any right of subrogation that the
carriers might otherwise have against the other party and/or
their respective employees, agents, servants or invitees.

     28. ADDITIONAL PROVISIONS. See Additional Provisions,
Paragraphs 29 thru 31, attached hereto and made a part hereof as
if fully incorporated herein and when in conflict with the
printed portion of this lease, said Additional Provisions shall
prevail.



EXECUTED BY LANDLORD, this     day of             , 1997.
                              MEADOWS Industrial, LLC



                                                       
                              By:  John R. Decker

Attest / Witness:                       Its: Managing Member

                         
<PAGE>

Title:                        


EXECUTED BY TENANT, this            day of             , 1997.


                               Radiant Systems, Inc.             



                                                       
                              By:                      

Attest / Witness:                       Its:                     

                         

Title:                        

<PAGE>
ADDITIONAL PROVISIONS


29.  The Base Monthly Rental provided for in paragraph 2A of this
Lease shall be increased on every anniversary of the commencement
by three percent (3%) of the monthly rental due for the month
immediately preceding such anniversary, so as to generate a
monthly rental schedule as follows:

          Year 1         $22,696.00 per month or $4.97 per s.f.
          Year 2         $23,376.00 per month or $5.12 per s.f.
          Year 3         $24,078.00 per month or $5.27 per s.f.
          Year 4         $24,800.00 per month or $5.43 per s.f.
          Year 5         $25,544.00 per month or $5.59 per s.f.

Such monthly amounts are exclusive of Tenant's obligation to pay
its proportionate share of taxes, insurance and maintenance
provided for in paragraphs 4A, 12A and 6 respectively.

30.  Landlord grants to Tenant two (2) consecutive options to
extend this Lease for a period of up to five (5) years each; but
in no case less than one year each.  Such extensions will be
exercised individually and will require nine (9) months written
notice from Tenant to Landlord prior to the expiration of the
existing term and the full execution of a document to effect the
extension occurring eight (8) months prior to the expiration of
the existing term.  The extensions shall be in accordance with
the same terms and conditions of this Lease except that the
monthly rental shall be increased by four percent (4%) of the
final month of the existing term to establish the monthly rent
for the first month of the extension.  During the term of any
extension, the monthly rental will be increased by three percent
(3%) on every anniversary of the extension commencement date. 
For example, if Tenant chooses to exercise two (2) consecutive
extensions of three (3) years each, the monthly rental schedule
would be as follows:

               Year 6         $26,566.00 or $5.82 per s.f.
               Year 7         $27,363.00 or $5.99 per s.f.
               Year 8         $28,184.00 or $6.17 per s.f.
               Year 9         $29,311.00 or $6.42 per s.f.
               Year 10        $30,190.00 or $6.61 per s.f.
               Year11         $31,096.00 or $6.81 per s.f. 

31.  Landlord grants to Tenant, during the initial term or any
extension thereof, a first right hereinafter ("FRTL Right") to
lease any available, unencumbered bay or bays immediately
adjacent to Tenant's Premises, hereinafter referred to as ("FRTL
Space").

a)  In order to preserve Tenant's FRTL Right, anytime Landlord
receives a written offer from a bonafide third party hereinafter
("TPO") to lease the FRTL Space, Landlord must offer the FRTL
Space to Tenant for lease under the same terms and conditions
contained in the TPO before leasing the FRTL Space to the third
party.

b)  At Tenant's request, Landlord will provide to Tenant a copy
of the TPO and Tenant will have five (5) business days from
receipt of Landlord's offer to lease the FRTL Space in accordance
with the terms of the TPO.

c)  In the event Tenant declines to exercise its FRTL Right,
Landlord shall lease the FRTL Space to the third party and when
the FRTL Space becomes available and an encumbered, Tenant's FRTL
Right will continue to exist and provisions 31a and 31b will
apply.





<PAGE>
                             EXHIBIT "A"
                                  
                          LEGAL DESCRIPTION
                                  
                                  
<PAGE>
                             EXHIBIT "B"
                                  
                        IMPROVEMENT AGREEMENT



Added to and made a part of this Lease Agreement is Landlord's
obligation to install the improvements described in this Exhibit
"B" and Exhibit "B-1" in a diligent and workmanlike manner at no
cost to Tenant.

1.  Landlord will construct at its sole cost and expense except
as otherwise provided herein the office and warehouse portions of
the Premises in accordance with the Smith-Cave drawing Job No.
9574.23 labeled I-1 and dated November 5, 1997 hereby
incorporated by reference as a part of this Lease.  Landlord will
adhere to all details and notes on the drawing and will produce
the office finish in accordance with the standard specifications
in Exhibit "B-1".  However, Landlord will install deep-cell
parabolic 2x4 light fixtures in lieu of acrylic lens fixtures in
the office area.

2.  Landlord's obligation to construct Tenant's interiors shall
include providing the following electrical service:

Warehouse Area
* J-Box mounted on cord with two (2) 20-amp
  120-volt circuit                                         1 EA
* J-Box with one (1) 20-amp 120-volt circuit               1 EA
* J-Box with two (2) 20-amp 120 volt circuits              3 EA
* J-Box with three (3) 20-amp 120 volt circuits            2 EA
* J-Box with four (4) 20-amp 120 volt circuits             3 EA
* Quad receptacle                                         10 EA
* 600-amp 3-phase 4-wire 277/480 volt disconnect           1 EA
* 600-amp 3-phase 4-wire 277/480 volt MLO panel            1 EA
* 600-amp 3-phase 4-wire feeder                           10 FT
* 100-amp 3-phase 3-wire feeder                           10 FT
* 75 KVA transformer 480 volt to 120/208 volt on top
  of main electrical room                                  1 EA
* 200-amp 3-phase 4-wire 220/380 volt MCB panel            1 EA
* 200-amp 3-phase 4-wire feeder                          120 FT
* 112-1/2 KVA transformer 480 to 120/208 volt
  mounted at bar joist for Item #1                         1 EA
* 300-amp 3-phase 4-wire 120/208 volt MCB panel            1 EA
* 300-amp 3-phase 4-wire feeder                           30 FT
* 100-amp 3-phase 3-wire feeder                          120 FT
* 75 KVA transformer 480 volt to 120/208 volt 
  mounted at bar joist for Item #1                         1 EA
* 200-amp 3-phase 4-wire 120/208 volt MCB panel            1 EA
* 200-amp 3-phase 4-wire feeder                           30 FT
* Electrical Engineering                                   1 LS

Office Area
* 2'x4' lay-in parabolic light fixtures                  188 EA
* 100 watt shower down light fixture                       2 EA
* Dual head emergency light with battery backup           10 EA
* Exit light with battery backup                          10 EA
* Single-pole switch                                      20 EA
* Three way switch                                         6 EA
<PAGE>
* Duplex receptacle                                       32 EA
* GFI duplex receptacle                                    2 EA
* Dedicated GFI duplex receptacle                          2 EA
* Dedicated duplex receptacle                              8 EA
* Wall J-box with one (1) 20 amp 120 volt circuit          6 EA
* Ceiling J-box with two (2) 20 amp 120 volt circuits      2 EA
* Wall or ceiling J-box with three (3) 20 amp 120 volt 
  circuits                                                 7 EA 
* Telephone/Data box with pull string                     24 EA
* Waterproof GFI duplex receptacles                       10 EA
Connect ceiling exhaust fan                                2 EA
Connect water heater                                       1 EA
Provide service to air conditioning                   47-1/2 TN
Provide and install the following in the Warehouse:
* 400 watt MH Hi Bay fixture                              64 EA
* 400 watt MH Hi Bay fixture with Quartz Restrike         10 EA
* Exit/Emergency combination                               6 EA
* Dual head emergency light with battery backup            6 EA
* Three way switch                                         2 EA
* Waterproof GFI duplex receptacles                        7 EA
Provide service to air conditioning                   76-1/2 TN

Service
* 600-amp, 3-phase, 4-wire, 277/480-volt disconnect        1 EA
* 600-amp, 3-phase, 4-wire, 277/480-volt MLO panel         1 EA
* 600-amp, 3-phase, 4-wire PVC conduit & aluminum feeder 180 FT
* 200-amp, 3-phase, 4-wire, 277/480-volt MLO panel         1 EA
* 200-amp, 3-phase, 4-wire feeder PVC & aluminum          10 FT
* 75 KVA transformer 480 volt to 120/208 volt              1 EA
* 200-amp, 3-phase, 4-wire 220/380 bolt MCB panel 2 
  section                                                  1 EA
* 200-amp, 3-phase, 4-wire flexible conduit and copper 
  wire feeder                                             10 FT

3.  The following improvements to the Premises shall be made at
Tenant's sole cost and expense and such expense, a total of
$53,049 shall be paid by Tenant when Tenant executes and delivers
this Lease to Landlord:

Provide plugmold with seventy-five (75) 20-amp 120 volt circuits
at tenant provided roller conveyors                 ADD $12,600

Provide service upgrade at roller conveyor area for future
expansion for twenty-four additional conveyor racks as follows:

* 150-amp 3-phase 3-wire feeder                          120 FT
* 112-1/2 KVA transformer 480 to 120/208 volt mounted
at bar joist for Item #1                                   1 EA
* 300-amp 3-phase 4-wire 120/208 volt MCB panel 2-section  2 EA
* Omit 300-amp 3-phase 4-wire 120/208 volt MCB panel      (1 EA)
* 300-amp 3-phase 4-wire feeder                           50 FT
* Omit 100-amp 3-phase 3-wire feeder                    (120 FT)
* Omit 75 KVA transformer 480 volt to 120/208 volt mounted
  at bar joist for Item #1                                (1 EA)
* Omit 200-amp 3-phase 4-wire 120/208 volt MCB panel      (1 EA)
* Omit 200-amp 3-phase 4-wire feeder                     (30 FT)

                                                      ADD $3,908
<PAGE>
Provide plugmold with twenty-four 20-amp 120-volt circuits at
tenant provided roller conveyors                      ADD $4,426

Provide 2,400 additional square feet of open plan office space of
$15.00 per square foot.
                                                       ADD$27,762

Provide one (1) additional mechanical pit type dock leveler with
dock light.
                                                      ADD $4,353

                            EXHIBIT "B-1"
                                  
                       STANDARD SPECIFICATIONS

PARTITIONS

Demising Partitions:     One-hour rated office/warehouse partition: 
                         6" metal studs to structure with 1/2" type
                         "X" fire code drywall each side and 3-1/2"
                         SAB in cavity (test number: UL Des U.448).
                         Note:     Furnish and install 6", 25 gauge
                                   metal studs at 16" o.c. to limiting
                                   height of 20'-0".

                                   Furnish and install 6", 20 gauge
                                   metal studs at 24" o.c. to limiting
                                   height of 25'3".

                                   Furnish and install 6", 20 gauge
                                   metal studs at 16" o.c. to limiting
                                   height of 32'11".

Interior Partitions:     3-5/8", 25 gauge metal studs at 24" O.C.,
                         with 1/2" GWB each side - slab to ceiling
                         grid.

Warehouse Partitions:    If office is over 25% of total lease, office
                         warehouse is to be one-hour rated.

                         Non-rated office/warehouse partition:  3-5/8"
                         metal studs to structure with 1/2" GWB and
                         3-1/2" SAB to 1'0" above finished ceiling at
                         office side and 1/2" GWB to structure at
                         warehouse side.
DOORS

Tenant Entry Door:       3'-0"W x 7'-0"H glass storefront door 

Tenant Interior Door:    3'-0"W x 7'-0"H flush solid core stain grade
                         birch veneer in hollow metal frame.

Bifold Door:             6'-8"H stain grade flush birch veneer.

Hardware:                PDQ ST-Plantation Design:
                              126 passage set
                              176 privacy set
                              182 lockset

Closers:                 LCN painted silver

Door Stops:              Floor stops:  Quality #331ES

CEILINGS

Grid:                    2' x 4' x 15/16" white Donn grid

Acoustical Tile:         Armstrong 2' x 4' x 5/8" Cortega minaboard
                         flat fissured 

Ceiling Height:          9'-0"

LIGHTING/ELECTRICAL

Light Fixtures:          Lithonia 2 GT - 440 2' x 4' 4-lamp with
                         acrylic lens

Emergency Egress         Lithonia #6 ELM or combination
Lighting:                unit: Lithonia #H2MSW1R

Exit Signs:              Lithonia #MSW3 REL.

Audio/Visual Strobes:    

HVAC

Diffusers:               2' x 2' perf. face

Return Air:              2' x 2' perf. face

Exhaust Fans:

Thermostats:

SPRINKLERS

Type:                    Exposed chrome

FINISHES

Carpet:                  26 oz level loop or 30 oz cut pile; 22 oz.
                         textured level loop

Base:                    Roppe; 4"h rubber cove
<PAGE>
Vinyl Composition Tile:  Tarkett; Expressions

Door Trim Paint:         Alkyd base semi-gloss Duron or equal
<PAGE>


                             EXHIBIT "C"
                                  
                         ESTOPPEL CERTIFIATE

Landlord: ________________________________

Tenant:   ________________________________

Premises: ________________________________

Area:     _______________________________ Sq. Ft.      Lease
Date: _____________________

     The undersigned Tenant under the above-referenced lease (the
"Lease") hereby ratifies the Lease and certifies to
________________ ("Landlord") as owner of the real property of
which the premises demised under the Lease (the "Premises") is a
party, as follows:

     1.   That the term of the Lease commenced on
________________, 19_____ and the Tenant is in full and complete
possession of the Premises demised under the Lease and has
commenced full occupancy and use of the Premises, such possession
having been delivered by Landlord and having been accepted by
Tenant.

     2.   That the Lease calls for base monthly rent installments
of $_______________ which commenced to accrue on the __________
day of ___________________, 19____.

     3.   That additional rent based upon the annual operating
charges for the Building, as defined in the Lease, is payable by
Tenant.  Tenant is currently paying $_____________ monthly as an
estimated amount for this additional rent.  Tenant asserts no
right to audit or contest annual operating charges paid by Tenant
for _________ and all prior years.

     4.   That no advance rental or other payment has been made
in connection with the Lease, except rental for the current
month.  There is no "free rent" or other concession under the
remaining term of the Lease, and the rent has been paid to and
including ___________, 19_____.

     5.   That a security deposit in the amount of
$__________________ is being held by Landlord, which amount is
not subject to any set-off or reduction or to any increase for
interest or other credit due to Tenant.

     6.   That all obligations and conditions under said Lease to
be performed to date by Landlord or Tenant have been satisfied,
free of defenses and set-offs including all construction work in
the Premises.

     7.   That the Lease is a valid lease and in full force and
effect and represents the entire agreement between the parties;
that there is no existing default on the part of Landlord or the
Tenant in any of the terms and conditions thereof and no event
has occurred which, with the passing of time or giving of notice
or both, would constitute an event of default; and that said
Lease has:  (Initial one)

     (  ) not been amended, modified, supplemented, extended, renewed
          or assigned.

     (  ) been amended, modified, supplemented, extended, renewed or
          assigned as follows by the following described agreements:
          ____________________________________________
          ____________________________________________
          ____________________________________________
          ____________________________________________

     8.   That the Lease provides for a primary term of ________
months; the term of the Lease expires on the _______ day of
_____________, 19_____; and that (Initial one)

     (  ) neither the Lease nor any of the documents listed in
          Paragraph 7 (if any) contain an option for any additional
          term or terms.

     (  ) the Lease and/or the documents listed under Paragraph 7,
          above, contain an option for _____________ additional
          term(s) of ____________ year(s) and ___________ month(s)
          (each) at a rent to be determined as follows:
          ____________________________________________
          ____________________________________________

     9.   That, to the best of Tenant's knowledge, there is no
apparent or likely contamination of the real property or the
Premises by Hazardous material, and Tenant does not use, nor has
Tenant disposed of, hazardous materials in violation of
environmental laws on the real property or the Premises.

     10.  That there are no actions, voluntary or involuntary,
pending against the Tenant under the bankruptcy laws of the
United States or any state thereof.

     11.  That this certification is made knowing that Landlord
is relying upon the representation herein made.

                              Tenant:


                              _____________________________________

Dated:  ________________      By:  ____________________
                              Typed Name:                    
                              Title:  ____________________

<PAGE>
                             EXHIBIT "D"
                                  
                             FLOOR PLAN
<PAGE>