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                            STANDARD BUILDING LEASE


This lease is entered into as of the 3rd day of July, 1996, by and between the
Landlord and the Tenant hereinafter named.

ARTICLE I.   DEFINITIONS AND CERTAIN BASIC PROVISIONS

        1.1    (a)    Landlord:  Charles E. Brown

               (b)    Landlord's address: 6913 Lakewood Blvd., Dallas, Texas
                      75214

               (c)    Tenant:  Care Group, Inc. dba Care Line, Inc.

               (d)    Tenant's mailing address: One Hollow Lane, Suite 110,
                      Lake Success, New York 11042

               (e)    Tenant's trade name:  Care Line

               (f)    Demised Premises: Approximately 7,010 square feet in
                      area, being approximately 75 feet by 100 feet (measured
                      to the exterior of outside walls and to the center of
                      interior walls), said premises being known as 4334
                      Lemmon Avenue, Dallas, Texas 75234 and shown as outlined
                      on the plan attached hereto as Exhibit A, and being a
                      part of the Building situated upon the property
                      described in Exhibit B attached hereto. Building shall
                      refer to the property described in Exhibit B, together
                      with such additions and other changes as Landlord may
                      from time to time designate as included within the
                      Shopping Center.

               (g)    Commencement Date: whichever of the following
                      alternatives may be appropriate (place an "X"
                      designating the choice in the appropriate box):

                      [ ]   ___________ days after the Demised Premises are
                            "ready for tenant finish" (as defined in Exhibit
                            "C" attached to this lease), it being Landlord's
                            estimate that the Demised Premises will be "ready
                            for tenant finish" on or before
                            _____________________, 19___ ("Estimated
                            Completion Date");

                      OR

                      [X]   August 1, 1996

                      (h)   Lease term: Commencing on the Commencement Date
                            and continuing for 65 months; provided that if the
                            Commencement Date is a date other than the first
                            day of a calendar month, the lease term shall be
                            said number of years and months in addition to the
                            remainder of the calendar month following the
                            Commencement Date.



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                      (i)   Minimum Guaranteed Rental: $ See Exhibit "C"
                            Rental Schedule per month, payable in advance.

                      (j)   Percentage Rental Rate:  N/A%.

                      (k)   Initial Common Area Maintenance Charge per month:
                            $ To be borne by Tenant.

                      (l)   Initial Insurance Escrow Payment per month: $ See
                            Page 5, Article 18.1-18.5.

                      (m)   Initial Tax Escrow Payment per month: $ See Page
                            5, Article 18.1-18.5.

                      (n)   Initial Merchant's Association Advertising per
                            month: $ Not applicable for this lease.

                      (o)   Prepaid Rental: $ -0- being rent for the
                            ____________________ month(s) of the lease term,
                            to be paid upon execution hereof.

                      (p)   Security Deposit: $6,300.00, to be paid upon
                            execution hereof.

                      (q)   Permitted use: General office and out patient
                            treatment facility with pharmacy.

        1.2 Each of the foregoing definitions and basic provisions shall be
construed in conjunction with and limited by the references thereto in the
other provisions of this lease.

ARTICLE II.    GRANTING CLAUSE

        2.1 In consideration of the obligation of Tenant to pay rent as herein
provided and in consideration of the other terms, covenants, and conditions
hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby takes
from landlord, the Demised Premises as described in Section 1.1(f). TO HAVE
AND TO HOLD said premises for the lease term specified in Section 1.1(h), all
upon the terms and conditions set forth in this lease. Landlord further agrees
that if Tenant shall perform all of the covenants and agreements herein
required to be performed by Tenant, Tenant shall, subject to the terms of this
lease, at all times during the continuance of this lease have peaceful and
quiet possession of the Demised Premises.

ARTICLE III.   ACCEPTANCE OF DEMISED PREMISES*  (See NOTE at bottom of page)

        3.1 By occupying the Demised Premises, Tenant shall be deemed to have
accepted the same and to have acknowledged that the same comply fully with
Landlord's covenants and obligations hereunder. Except to the extent modified
by Landlord's express assumption of construction obligations, if any, in any
exhibits attached to this lease, the Demised Premises are being leased on an
"as is" basis. Landlord makes no warranty of any kind, express or implied,
with respect to the Demised Premises and without limitation, Landlord make s
no warranty as to the habitability or fitness of the Demised Premises.



--------
* NOTE: If this lease provides for construction prior to occupancy, refer to
the appropriate exhibits attached hereto, in such case Article II and III
above shall be deemed modified to the extent inconsistent with such exhibits.


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        3.2 If this lease is executed before the Demised Premises become
vacant, or if any present tenant or occupant of the Demised Premises holds
over, an Landlord cannot acquire possession of the Demised Premises prior to
the Commencement Date of this lease, as above defined, Landlord shall not be
deemed to be in default hereunder, and Tenant agrees to accept possession of
the Demised Premises at such time as Landlord is able to tender the same. In
such event only, Landlord hereby waives the payment of rent covering any
period prior to tender of possession to Tenant hereunder.

        3.3 Landlord and tenant each agree that at the request of either they
will execute and deliver a memorandum of lease or short form lease containing
the basic provisions of this lease acknowledging that Tenant has accepted
possession and reciting the exact Commencement Date and termination date of
this lease.

ARTICLE IV.   MONTHLY PAYMENT

        4.1 Rental shall accrue hereunder from the Commencement Date, and
shall be payable t Landlord at the address specified in Section 1.1(b) above.

        4.2 Tenant shall pay to Landlord minimum guaranteed rental in monthly
installments in the amounts specified in Section 1.1(i) above, as may be
adjusted as hereinafter stated. The first such monthly installment shall be
due and payable on or before the Commencement Date, and subsequent
installments shall be due and payable on or before the first day of each
succeeding calendar month during the hereby demised term; provided that if the
Commencement Date is a date other than the first day of a calendar month,
there shall be due and payable on or before such date as minimum guaranteed
rental for the balance of such calendar month a sum equal to that proportion
of the rent specified for the first full calendar month as herein provided,
which the number of days from the Commencement Date to the end of the calendar
month during which the Commencement Date shall fall bears to the total number
of days in such month.

        4.3 It is understood that the minimum guaranteed rental is payable on
or before the first day of the month (in accordance with Section 4.2 above)
and all without offset or deduction of any nature.

        4.4 If Tenant fails in two (2) consecutive months to make rental
payments within five (5) days after due date, Landlord, in order to reduce its
administrative costs, may require, by giving written notice to Tenant (and in
addition to any interest accruing pursuant to Section 4.6 above, as well as
any other rights and remedies accruing pursuant to Article XIX or Article XX
below, or any other term, provision or covenant of this lease), that minimum
guaranteed rentals are in be paid quarterly in advance instead of monthly and
that all future rental payments are to be made on or before the due date by
cash, cashiers check, or money order, and that the delivery of Tenant's
personal or corporate check will no longer constitute a payment of rental as
provided in this lease. Any acceptance of a monthly rental payment or of a
personal or corporate check thereafter by Landlord shall not be construed as a
subsequent waiver of said rights.

ARTICLE V.   SALES REPORTS AND RECORDS



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ARTICLE VI.   COMMON AREA

        6.1 Tenant shall be responsible for the operation, management, and
maintenance of the Common Area, the manner of maintenance and the expenditures
therefor to be in the sole discretion of Landlord.

        6.2 In addition to rentals and other charges prescribed in this lease,
Tenant shall pay the cost of maintenance of the [Parking Area] (including,
among other costs, those for lighting, painting, cleaning, and policing, which
may be incurred. But excluding general real estate taxes, assessments, and
depreciation of Landlord's original investment ("Common Area Maintenance
Costs").

ARTICLE VII.   USE AND CARE OF DEMISED PREMISES

        7.1 The Demised Premises may be used only for the purpose or purposes
specified in Section 1.1(q) above, and for no other purposes without the prior
written consent of Landlord. Tenant shall use in the transaction of business
in the Demised Premises the trade name specified in Section 1.1(e) above and
no other trade name without the prior written consent of Landlord. Tenant
shall not at anytime leave the Demised Premises vacant, but shall in good
faith continuously throughout the term of this lease conduct and carry on in
the entire Demised Premises the type of business for which the Demised
Premises are leased.

        7.2 Tenant shall not, without Landlord's prior written consent, keep
anything within the Demised Premise or use the premises for any purpose which
increases the insurance premium cost or invalidates any insurance policy
carried on the Demised Premises or other parts of the Shopping Center. All
property kept, stored or maintained within the premises by Tenant shall be at
Tenant's sole risk.

        7.3 Tenant shall not conduct within the Demised Premises or operate
within the Demised Premises a commonly referred to as a "discount house".
tenant shall not permit any objectionable or unpleasant odors to emanate from
the premises, nor place or permit any radio, television, loudspeaker or
amplifier on the roof or outside the Demised Premises or where the same can be
seen or heard from outside the building, nor place any antenna, awning or
other projection on the exterior of the Demised Premises, nor take any other
action which would constitute a nuisance or would disturb or endanger other
tenants of the Building or unreasonably interfere with their use of their
respective premises; nor do anything which would tend to injure the reputation
of the Building.

        7.4 Tenant shall take good care of the Demised Premises and keep the
same free from waste at all times. Tenant shall keep the Demised premises and
sidewalks, service-ways and loading areas adjacent to the Demised Premises
neat, clean and free from dirt or rubbish at all times, and shall store all
trash and garbage within the Demised Premises, arranging for the regular
pick-up of such trash and garbage at Tenant's expense. Receipt and delivery of
goods and merchandise and removal of garbage and trash shall be made only in
the manner and areas prescribed by Landlord. Tenant shall not operate an
incinerator or burn trash or garbage within the Building Area.

        7.5 Tenant shall procure at its sole expense any permits and licenses
required for the transaction of business in the Demised Premises and otherwise
comply with all applicable laws, ordinances, and governmental regulations.


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ARTICLE VIII.   MAINTENANCE AND REPAIR OF PREMISES

        8.1 Landlord shall keep the foundation and the exterior walls (except
plate glass windows, doors, door closure devices and other exterior openings,
window and door frames, ceiling, molding, locks and hardware, special store
fronts, lighting, heating, air conditioning, plumbing and other electrical,
mechanical and electromotive installation, equipment and fixtures; signs,
placards, decorations or advertising media of any type; and interior painting
or other treatment of exterior walls) and roof of the demised Premises in good
repair. Landlord, however, shall not be required to make any repairs
occasioned by the act or negligence of Tenant, its agents, employees,
subtenants, licensees and concessionaires, and the provisions of the previous
sentence are expressly recognized to be subject to the provisions of Article
XV and XVI of this lease. In the event that the Demised Premises should become
in need of repairs required to be made by landlord hereunder, Tenant shall
give immediate written notice thereof to Landlord; and Landlord shall not be
responsible in any way for failure to make any such repairs until a reasonable
time shall have elapsed after receipt by landlord of such written notice.

        8.2 Tenant shall keep the Demised Premises in good, clean and
habitable condition and shall at its sole cost and expense keep the Demised
Premises free of insets, rodents, vermin and other pests and make all needed
repairs and replacements, including replacement of cracked or broken glass,
except for repairs and replacements required to be made by Landlord under the
provisions of Section [8.1], Article [XV] and Article [XVI]. Without limiting
the coverage of the previous sentence, it is understood that Tenant's
responsibilities therein include the repair and replacement of all lighting,
heating, air conditioning, plumbing and other electrical , mechanical and
electromotive installation, equipment and fixtures and also include all
utility repairs in ducts, conduits, pipes and wiring, and any sewer stoppage
located in, under and above the Demised Premises. If any repairs required to
be made by Tenant hereunder are not made within ten (10) days after written
notice delivered to Tenant by Landlord, Landlord may at its option make such
repairs without liability to Tenant for any loss or damage which may result in
its stock or business by reason of such repairs; and Tenant shall pay to
Landlord upon demand, as additional rent hereunder, the cost of such repairs
plus interest at the maximum contractual rate which could legally be charged
in the event of a loan of such payment to Tenant in the state where the
Demised Premises are located (but in no event to exceed 1 1/2% per month),
such interest to accrue continuously from the date of payment by Landlord
until repayment by Tenant. At the expiration of this lease, Tenant shall
surrender the Demised Premises in good condition, excepting reasonable wear
and tear and losses required to be restored by Landlord in Section [8.1],
Article [XV] and Article [XVI] of this lease.

ARTICLE IX.  ALTERATIONS

        9.1 Tenant shall not make any alterations, additions or improvements
to the Demised Premises without the prior written consent of Landlord, except
for the installation of unattached, movable trade fixtures which may be
installed without drilling, cutting or otherwise defacing the premises. All
alterations, additions, improvements and fixtures (including, without
limitation all floor coverings, lighting and heating and air conditioning
equipment, but excluding Tenant's unattached, readily movable furniture,
office equipment and trade fixtures) which may be made or installed by either
party upon the Demised Premises shall remain upon and be surrendered with the
Demised Premises and become the property of Landlord at the termination of
this lease.

        9.2 All construction work done by Tenant within the Demised Premises
shall be performed in a good and workmanlike manner, in compliance with all
governmental requirements, and in such manner

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as to cause a minimum of interference with other construction in progress and
with the transaction of business in the Building. Tenant shall pay for all
costs incurred or arising out of alterations, additions or improvements to the
Demised Premises and shall not permit a mechanic's or materialman's lien to be
asserted against the Demised Premises. Upon request by Landlord, Tenant shall
deliver to Landlord copies of contractor's insurance satisfactory to Landlord
and proof of payment reasonably satisfactory to Landlord of all costs incurred
or arising out of any such alterations, additions or improvements.

        9.3 Tenant agrees that all venting, opening, sealing, waterproofing or
any altering of the roof shall be performed by Landlord's roofing contractor
at Tenant's expense and that when completed Tenant shall furnish to Landlord a
certificate from landlord's roofing contractor that all such alterations
approved by landlord have been completed in accordance with the plans and
specifications theretofore approved by landlord.

ARTICLE X.  LANDLORD'S RIGHT OF ACCESS; USE OF ROOF

       10.1 Landlord shall have the right to enter upon the Demised Premises
at anytime for the purpose of inspecting the same, or of making repairs to the
Demised Premises or of making repairs, alterations or additions to adjacent
premises or of showing the Demised Premises to prospective purchasers, lessors
or lenders.

       10.2 Tenant will permit Landlord to place and maintain "For Rent" or
"For Lease" signs on the Demised Premises during the last ninety (90) days of
the lease term, it being understood that such signs shall in no way affect
Tenant's obligations pursuant to Section 7.3, Section 11.1 or any other
provision of this lease.

       10.3 Use of the roof above the Demised Premises is reserved to
Landlord.

ARTICLE XI.  SIGNS; STOREFRONTS

       11.1 Tenant shall not, without Landlord's prior written consent (a)
make any changes to the storefront or (b) install any exterior lighting,
decorations, paintings, awnings, canopies or the like or (c) erect or install
any signs, window or door lettering, placards, decorations or advertising
media of any type which can be viewed from the exterior of the Demised
Premises, excepting only dignified displays of customary type consisting of
commercially printed signs for its display windows. All signs, lettering,
placards, decorations and advertising media shall conform in all respects to
the sign criteria established by Landlord for the Building from time to time
in the exercise of its sole discretion, and shall be subject to the prior
written approval of Landlord as to construction, method of attachment, size,
shape, height, lighting, color and general appearance. All signs shall be kept
in good condition and in proper operating order at all times.

       11.2 Subject to the restrictions of Section 11.1 above, Tenant agrees
to have all signage erected and/or installed and fully operative within
forty-five (45) days from the execution date hereof or, if applicable,
forty-five (45) days after the Demised Premises are "ready for tenant finish"
as defined in Exhibit "C". The Tenant, upon vacation of the Demised Premises,
or the removal or alteration of its signs for any reason, shall be responsible
for the repair, painting and/or replacement of the building facia surface
where such signs were attached.


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ARTICLE XII.  UTILITIES

       12.1 Landlord agrees to cause to be provided and maintained the
necessary mains, conduits and other facilities necessary to supply water, gas
(if deemed appropriate by Landlord), electricity, telephone service and
sewerage service to the building in which the Demised Premises are located.

       12.2 Tenant shall promptly pay all charges for electricity, water, gas,
telephone service, sewerage service and other utilities furnished to the
Demised Premises. Landlord may, if it so elects, furnish one or more utility
services to Tenant, and in such event Tenant shall purchase the use of such
services as are tendered by Landlord, and shall pay on demand as additional
rental the rates established therefor by landlord which shall not exceed the
rates which would be charged for the same services if furnished directly by
the local public utility companies. Landlord may at any time discontinue
furnishing any such service without obligation to Tenant other than to connect
the Demised Premises to the public utility, if any, furnishing such service.

       12.3 Landlord shall not be liable for any interruption whatsoever in
utility services.

ARTICLE XIII.  INDEMNITY; INSURANCE

       13.1 Landlord shall procure and maintain throughout the term of this
lease a policy or policies of insurance, at its sole cost and expense (but
subject to Article [XVIII] below), causing the Building to be insured under
standard fire and extended coverage insurance and liability insurance (plus
whatever endorsements or special coverages Landlord, in its sole discretion,
may consider appropriate), to the extent necessary to comply with Landlord's
obligations pursuant to other provisions of this lease.

       13.2 Landlord shall not be liable to Tenant or to tenant's employees,
agents, or visitors, or to any other person whomsoever, for any injury to
person or damage to property on or about the Demised Premises or the Common
Area unless the same are caused by the negligence or misconduct of Landlord,
its agents or its employees, Tenant shall be liable for any such injuries or
damages caused by the negligence or misconduct of Tenant's employees,
subtenants, licensees or concessionaires or of any other person entering the
Building under express or implied invitations of tenant, or arising out of the
use of the Demised Premises by Tenant and the conduct of its business therein,
or arising out of any breach or default by Tenant in the performance of its
obligations hereunder and Tenant hereby agrees to indemnify Landlord and hold
Landlord harmless from any loss, expense or claims arising out of such damage
or injury.

       13.3 Tenant shall procure and maintain throughout the term of this
lease a policy or policies of insurance, at its sole cost and expense, causing
Tenant's fixtures and contents to be insured under standard fire and extended
coverage insurance and, with regard to liability insurance, insuring both
Landlord and tenant against all claims, demands or actions arising out of or
in connection with Tenant's use or occupancy of the Demised Premises, or by
the conditions of the Demised Premises. The limits of Tenant's liability
policy or policies shall be in an amount of not less than $500,000.00 Combined
Single Limit in respect of any one occurrence, and to be written by insurance
companies satisfactory to Landlord. Tenant shall obtain a written obligation
on the part of each insurance company to notify Landlord at least twenty (20)
days prior to cancellation of such insurance. Such policies or duly executed
certificates thereof will be furnished to Landlord at least thirty (30) days
prior to the expiration of the respective policy terms. If Tenant should fail
to comply with the foregoing requirements relating to insurance, such failure
shall constitute an event of default hereunder. Notwithstanding any other
rights

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or remedies Landlord may have for such default, and without waiving any of
same, Landlord may, but shall not be obligated o, obtain such insurance and
Tenant shall pay to Landlord on demand as additional rent hereunder the
premium cost thereof plus interest at the maximum contractual rate (but in no
event to exceed 1 1/2% per month) from the date of payment by Landlord until
repaid by Tenant.

       13.4 Landlord and Tenant hereby waive any right of subrogation against
the other for loss arising out of damage to or destruction of the Demised
Premises or contents thereof when such loss is caused by any periods including
within either party's insurance provisions, but only to the extent of the
insurance proceeds received. This agreement shall be binding whether or not
such damage or destruction is caused by negligence of either party or their
agents, employees or visitors.

ARTICLE XIV.  NON-LIABILITY FOR CERTAIN DAMAGES

       14.1 Landlord and Landlord's agents and employees shall not be liable
to Tenant for any injury to person or damage to property caused by the Demised
Premises or other portions of the Building becoming out of repair or by defect
or failure of any structural element of the Demised Premises or of any
equipment, pipes or wiring, or broken glass, or by the backing up of drains,
or by gas, water, steam, electricity or oil leaking, escaping or flowing into
the Demised Premises (except where due to landlord's willful failure to make
repairs required to be made hereunder, after the expiration of a reasonable
time after written notice to Landlord of the need for such repairs), nor shall
Landlord be liable to Tenant for any loss or damage that may be occasioned by
or through the acts of omissions of other tenants of other tenants of the
Building or of any other persons whomsoever, excepting only willful misconduct
or gross negligence of duly authorized employees and agents of Landlord.

ARTICLE XV.  DAMAGE BY CASUALTY

       15.1 Tenant shall give immediate written notice to Landlord of any
damage caused to the Demised Premises by fire or other casualty.

       15.2 In the event that the Demised Premises shall be damaged or
destroyed by fire or other casualty insured under standard fire and extended
coverage insurance and Landlord does not elect to terminate this lease as
hereinafter provided, Landlord shall proceed with reasonable diligence and at
its sole cost and expense (to the extent that insurance proceeds are
reasonably available for application to such costs and expenses provided that
Tenant shall reimburse Landlord for any such costs and expenses for which
Tenant may be liable, pursuant to Article [XIII] above or otherwise) to
rebuild and repair the Demised Premises. In the event (a) the building in
which the Demised Premises are located shall be destroyed or substantially
damaged by a casualty not covered by Landlord's insurance or (b) such building
shall be destroyed or rendered untenantable to an extent in excess of fifty
percent (50%) of the first floor area by a casualty covered by landlord's
insurance, or (c) the holder of a mortgage, deed of trust or other lien on the
Demised Premises at the time of the casualty elects, pursuant to such
mortgage, deed of trust or other lien, to require the use of all of part of
Landlord's insurance proceeds in satisfaction of all or part of the
indebtedness secured by the mortgage, deed of trust or other lien, then
Landlord may elect either to terminate this lease or to proceed to rebuild and
repair the Demised Premises. Landlord shall give written notice to Tenant of
such election within sixty (60) days after the occurrence of such casualty and
if it elects to rebuild and repair shall proceed to do so with reasonable
diligence and at its sole cost and expense.


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       15.3 Landlord's obligation to rebuild and repair under this Article
[XV] shall in any event be limited to restoring (a) the Demised Premises to
substantially __________ the condition in which the same existed prior to such
casualty, exclusive of any alterations, additions, improvements, fixtures and
equipment installed [by] Tenant, or, if applicable, (b) Landlord's Work, as
described in Exhibit D, to substantially the same condition in which the same
existed prior to the casualty. Tenant agrees that promptly after completion of
such work by Landlord, Tenant will proceed with reasonable diligence and at
Tenant's sole cost and expense to restore, repair and replace all alterations,
additions, improvements, fixtures, signs and equipment installed by Tenant or,
if an Exhibit D is attached hereto, all items of Tenant's Work as described in
Exhibit D, as the case may be.

       15.4 Tenant agrees that during any period of reconstruction or repair
of the Demised Premises it will continue the operation of its business within
the Demised Premises to the extent practicable. During the period from the
occurrence of the casualty until Landlord's repairs are completed, the minimum
guaranteed rental shall be reduced to such extent as may be fair and
reasonable under the circumstances; however, there shall be no abatement of
the percentage rental and other charges provided for herein.

ARTICLE XVI.  EMINENT DOMAIN

       16.1 If more than thirty percent (30%) of the floor area of the Demised
Premises should 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, this lease shall terminate and the rent
shall be abated during the unexpired portion of this lease, effective on the
date physical possession is taken by the condemning authority.

       16.2 If less than thirty percent (30%) of the floor area of the Demised
Premises should be taken as aforesaid, this lease shall not terminate;
however, the minimum guaranteed rental (but not percentage rental) payable
hereunder during the unexpired portion of this lease shall be reduced in
proportion to the area taken, effective on the date physical possession is
taken by the condemning authority. Following such partial taking, Landlord
shall make all necessary repairs or alteration to the remaining premises or,
if an Exhibit D is attached hereto, all necessary repairs or alterations
within the scope of Landlord's Work as described in Exhibit D, as the case may
be, required to make the remaining portions of the Demised Premises an
architectural whole.

       16.3 If any part of the Common Area should be taken as aforesaid, this
lease shall not terminate, nor shall the rent payable hereunder be reduced,
except that either Landlord or Tenant may terminate this lease if the area of
the Common Area remaining following such taking plus any additional parking
area provided by Landlord in reasonable proximity to the Shopping Center shall
be less than seventy percent (70%) of the area of the Common Area immediately
prior to the taking. Any election to terminate this lease in accordance with
this provision shall be evidenced by written notice of termination delivered
to the other party within thirty (30) days after the date physical possession
is taken by the condemning authority.

       16.4 All compensation awarded for any taking (or the proceeds of
private sale in lieu thereof) of the Demised Premises or Common Area 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 by Tenant for Tenant's moving and relocation expenses or for the
loss of Tenant's fixtures and other tangible personal property if a separate
award for such items if made to Tenant.


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ARTICLE XVII.  ASSIGNMENT AND SUBLETTING

       17.1 Tenant shall not assign or in any manner transfer this lease or
any estate or interest therein, or sublet the Demised Premises or any part
thereof, or grant any license, concession or other right of occupancy of any
portion of the Demised Premises without the prior written consent of Landlord,
which shall not be unreasonably withheld. In determining whether or not to
grant its consent, Landlord may take into consideration several factors,
including, but not limited to: the reputation and net worth of the proposed
transferee and the current market conditions (including market rentals).
Consent by the Landlord to one or more assignments or subletting shall not
operate as a waiver of Landlord's rights as to any subsequent assignments and
sublettings.

       17.2 If Tenant is a corporation, partnership or other entity and if at
any time during the primary term of this lease or any renewal or extension
thereof, the person or persons who own a majority of either the outstanding
voting rights or the outstanding ownership interest of Tenant at the time of
the execution of this lease cease to own a majority of such voting rights or
ownership interests (except as the result of transfers by devise or descent),
the loss of a majority of such voting rights or ownership interests shall be
deemed an assignment of this lease by Tenant and therefore subject in all
respects to the provisions of Section 17.1 above. The previous sentence shall
not apply,however, if at the time of the execution of this lease the
outstanding voting shares of capital stock of Tenant are listed on a
recognized security exchange or over-the-counter market.

       17.3 Notwithstanding any assignment or subletting, Tenant and any
guarantor of Tenant's obligations under this lease shall at all times remain
fully responsible and liable for the payment of the rent herein specified and
for compliance with all of its other obligations under this lease (even if
future assignments and sublettings occur subsequent to the assignment or
subletting by Tenant, and regardless of whether or not Tenant's approval has
been obtained for such future assignments and sublettings). Moreover, in the
event that the rental due and payable by a sublessee (or a combination of the
rental payable under such sublease plus any bonus or other consideration
therefor or incident thereto) exceeds the rental payable under this lease, or
if with respect to a permitted assignment, permitted license or other transfer
by Tenant permitted by Landlord, the consideration payable to Tenant by the
assignee, licensee or other transferee exceeds the rental payable under this
lease, then Tenant shall be bound and obligated to pay Landlord all such
excess rental and other excess consideration within ten (10) days following
receipt thereof by Tenant from such sublessee, assignee, licensee or other
transferee, as the case may be. Finally, in any event of assignment or
subletting it is understood and agreed that all rentals paid to Tenant by an
assignee or sublessee shall be received by Tenant in trust for Landlord, to be
forwarded immediately to Landlord without offset or reduction of any kind, and
upon election by landlord such rentals shall be paid directly to Landlord as
specified in Section 4.2 of this lease (to be applied as a credit and offset
to Tenant's rental obligations).

       17.4 Tenant shall not mortgage, pledge or otherwise encumber its
interest in this lease or in the Demised Premises.

       17.5 In the event of the transfer and assignment by Landlord of its
interest in this lease and in the building containing the Demised Premises to
a person expressly assuming Landlord's obligations under this lease, Landlord
shall thereby be released from any further obligations hereunder, and Tenant
agrees to look solely to such successor in interest of the Landlord for
performance of such obligations. Any security given by Tenant to secure
performance of Tenant's obligations hereunder may be assigned


                                      10

<PAGE>



and transferred by Landlord to such successor in interest, and landlord shall
thereby be discharged of any further obligations relating thereto.

ARTICLE XVIII.  TAXES, INSURANCE

       18.1 Tenant shall be liable for all taxes levied against personal
property and trade fixtures placed by Tenant in the Demised Premises. If any
such taxes are levied against Landlord or Landlord's property and if Landlord
elects to pay the same or if the assessed value of Landlord's property is
increased by inclusion of personal property and trade fixtures placed by
Tenant in the Demised Premises and Landlord elects to pay the taxes based on
such increase, tenant shall pay to Landlord upon demand that part of such
taxes for which Tenant is primarily liable hereunder.

       18.2 As provided in Section 18.4, Tenant shall pay or cause to be paid
all its pro rata share of increases in general real estate taxes, general and
special assessment, levied against the Building for each real estate tax year.
Tenant shall pay to Landlord upon demand, and in addition to the rentals and
other charges prescribed in this lease, its share of general taxes
attributable to the Demised Premises.

       18.3 As provided in Section 18.4, Tenant shall pay its pro rata share
during the primary term of this lease or any renewal or extension thereof the
[increased] premiums for liability insurance, fire and extended coverage
insurance, or both, carried by Landlord covering the Building (hereinafter
referred to as the "insurance premiums"). Tenant shall pay to Landlord upon
demand, and in addition to the rentals and other charges prescribed int his
lease, all of its pro rata share of the insurance premiums attributable to the
Demised Premises.

       18.4 During each month of the term of this lease, Tenant shall make
monthly Escrow Payments to Landlord qual to one-twelfth (1/12) of its
proportionate share of the increases in general taxes and insurance premiums
which will be due and payable for that particular year. Tenant authorizes
Landlord to use the funds deposited by him with Landlord under this Article
XVIII, Section [18.4] to pay the increases in general taxes and insurance
premiums. Each Tax Escrow Payment and insurance Escrow Payment shall be due
and payable at the same time and in the same manner as the time and manner of
the payment of minimum guaranteed rental as provided herein. The amount of the
initial tax Escrow Payment will be that amount set out in Article I, Section
[1.1(m)] above and the amount of the initial Insurance upon Tenant's
proportionate share of the estimated general taxes and insurance premiums for
the year in question, and the monthly Tax Escrow Payment and Insurance Escrow
Payment are subject to increase or decrease as determined by Landlord to
reflect an accurate escrow of Tenant's estimated proportionate share of
general taxes and insurance premiums. The Tax Escrow Payment and the Insurance
Escrow Payment accounts of Tenant shall be reconciled annually. If the
Tenant's total Tax Escrow Payments or Insurance Escrow Payments are less than
Tenant's actual pro rata share of the increases in general taxes or insurance
premiums, as applicable, Tenant shall pay to Landlord upon demand the
difference; if the total Tax Escrow Payments or Insurance Escrow Payments are
more than Tenant's actual pro rata share of the increases in general taxes or
insurance premiums, as applicable, Landlord shall retain any such excess and
credit it to the appropriate Escrow Payment account.

       18.5 If at any time during the primary term of this lease or any
renewal or extension thereof a tax or excise on rents, or other tax however
described (except any franchise, estate, inheritance, capital stock,income or
excess profits tax imposed upon Landlord) is levied or assessed against
Landlord by any lawful taxing authority on account of Landlord's interest in
this lease or the rents or other charges reserved hereunder, as a substitute
in whole or in party, or in addition to the general taxes described in


                                      11

<PAGE>



Section [18.2] above, Tenant agrees to pay to Landlord upon demand, and in
addition to the rentals and other charges prescribed in this lease, the amount
of such tax or excise. In the event such tax or excise is levied or assessed
directly against Tenant, then Tenant shall be responsible for and shall pay
the same at such times and in such manner as the taxing authority shall
require.

       18.6 It is understood, notwithstanding anything contained herein to the
contrary, Tenant is to pay in accordance with the foregoing on the increases
in general insurance and taxes over the Base Year of 1991.

ARTICLE XIX.  DEFAULT BY TENANT AND REMEDIES

       19.1    The following events shall be deemed to be events of default by 
               Tenant under this lease:

       (1)     Tenant shall fail to pay any installment of rent or any other
               obligations hereunder involving the payment of money and such
               failure shall continue for a period of five (5) days after the
               date due.

       (2)     Tenant shall fail to comply with nay term, provision or
               covenant of this lease, or any amendment, addendum or exhibit
               hereto, other than as described in subsection (1) above, and
               shall not cure such failure within ten (10) days after written
               notice thereof to Tenant; provided, however, that Landlord
               shall ________ be obligated to ! Tenant such written notice of
               default or failure only a maximum of two (2) times during any
               calendar year, and, in the event of more than two (2) such
               defaults by Tenant during any calendar year, the next default
               shall be an automatic default hereunder without any further
               obligations on the part of Landlord to provide notice thereof.

       (3)     Tenant or any guarantor of Tenant's obligations under this
               lease shall become insolvent, or shall make a transfer in fraud
               of creditors, or shall make an assignment for the benefit of
               creditors.

       (4)     Tenant or any guarantor of Tenant's obligations under this
               lease shall file a petition under any section or chapter of the
               National Bankruptcy [Code] as amended, or under any similar law
               or statute of the United State or any State thereof, or an
               order for relief relating to Tenant or any guarantor of
               Tenant's obligations under this lease is granted in proceedings
               filed against Tenant or any guarantor of Tenant's obligation
               sunder this lease thereunder.

       (5)     A receiver or Trustee shall be appointed for the Demised
               Premises or for all or substantially all of the assets of
               Tenant or any guarantor of Tenant's obligations under this
               lease.

       (6)     Tenant shall desert or vacate or shall commence to desert or
               vacate the Demised Premises or any substantial portion of the
               Demised Premises or shall remove or attempt to remove, without
               the prior written consent of Landlord, all or a substantial
               value of Tenant's goods, wares, equipment, fixtures, furniture,
               or other personal property.

       (7)     Tenant shall do or permit to be done anything which creates a
               lien upon the Demised Premises.


                                      12

<PAGE>



Upon the occurrence of any such events of default, Landlord shall have the
option to pursue the following remedies:

               A. Without any notice or demand whatsoever, Landlord may take
               any one or more of the actions permissible at law to insure
               performance by Tenant of tenant's covenants and obligations
               under this lease. In this regard, it is agreed that if Tenant
               deserts or vacates the Demised Premises, Landlord may enter
               upon and take possession of such premises in order to protect
               them from deterioration and continue to demand from Tenant the
               monthly rentals and other charges provided in this lease,
               without any obligation to relet, but that if Landlord does, at
               its sole discretion, elect to relet the Demised Premises, such
               action by Landlord shall not be deemed as an acceptance of
               Tenant's surrender of the Demised Premises unless Landlord
               expressly notifies Tenant of such acceptance in writing
               pursuant to subsection B of this Section [19.1], Tenant hereby
               acknowledges that Landlord shall otherwise be reletting as
               Tenant's agent and Tenant furthermore hereby agreeing to pay to
               Landlord on demand any deficiency that may arise between the
               monthly rentals and other charges provided in this lease and
               that actually collected by Landlord. It is further agreed in
               this regard that in the event of any default in subsection (2)
               of this Section [19.1], Landlord shall have the right to enter
               upon the Demised Premises by force if necessary without being
               liable for prosecution or any claim for damages therefor, and
               do whatever Tenant is obligated to do under the terms of this
               lease and Tenant agrees to reimburse Landlord on demand for any
               expenses which Landlord may incur in thus effecting compliance
               with Tenant's obligations under this lease, and Tenant further
               agrees that Landlord shall not be liable for any damages
               resulting to the Tenant from such action.

               B. Landlord may, without waiving any right to collect the
               monthly rentals and other charges due and to be due under this
               lease, terminate the lease by written notice to Tenant, in
               which event Tenant shall immediately surrender the Demised
               Premises to Landlord, and if Tenant fails to do so, Landlord
               may, without prejudice to any other remedy which Landlord may
               have for possession or arrearages in rent (including any
               interest which has accrued pursuant to Section 4.6 of this
               lease), enter upon and take possession of the Demised Premises
               and expel or remove Tenant and any other person who may be
               occupying said premises or any part thereof, by force if
               necessary, without being liable for prosecution or any claim
               for damages therefor. Tenant agrees to pay to Landlord on
               demand the amount of all loss and damage which Landlord may
               suffer by reason of a termination effected pursuant to this
               subsection B, said loss and damage to be determined by either
               of the following alternative measures of damage:

                      (i) Until Landlord is able, through reasonable efforts,
                      the nature of which efforts shall be at the sole
                      discretion of Landlord, to relet the Demised Premises,
                      Tenant shall pay to Landlord on or before the first day
                      of each calendar monthly, the monthly rentals and other
                      charges provided in this lease. After the Demised
                      Premises have been relet by landlord, Tenant shall pay
                      to Landlord on the 20th day of each calendar month the
                      difference between the monthly rentals and other charges
                      provided in this lease for the preceding calendar month
                      and that actually collected by Landlord for such month.
                      If it is necessary for Landlord to bring suit in order
                      to collect any deficiency, Landlord shall have a right
                      to allow such deficiencies to accumulate and to bring an
                      action on several or all of the accrued deficiencies at
                      one time. Any such suit shall not prejudice in any way
                      the right of Landlord to bring a similar action for


                                      13

<PAGE>



                      any subsequent deficiency or deficiencies. Any amount
                      collected by Landlord from subsequent tenants for any
                      calendar month, in excess of the monthly rentals and
                      other charges provided in this lease shall be credited
                      to Tenant in reduction of Tenant's liability for any
                      calendar month for which the amount collected by
                      Landlord will be less than the monthly rentals and other
                      charges provided in this lease; but Tenant shall have no
                      right to such excess other than the above described
                      credit.

                      (ii) When Landlord desires, Landlord may demand a final
                      settlement. Upon demand for a final settlement, Landlord
                      shall have a right _________ and Tenant hereby agrees to
                      pay, the difference between the total of all monthly
                      rentals and other charges provided in this lease for the
                      remainder of the term and the reasonable rental value of
                      the Demised Premises for such period, such difference to
                      be discounted to present value at a rate equal to the
                      rate of interest which is allowable by law, in the state
                      designated by Section 27.10 of this lease, when the
                      parties to a contract have not agreed on any particular
                      rate of interest (or, in the absence of such law, at the
                      rate of six per cent (6%) per annum).

If Landlord elects to exercise the remedy prescribed in subsection A above,
this election shall in no way prejudice Landlord's right at any time
thereafter to cancel said election in favor of the remedy prescribed in
subsection B above, provided that at the time of such cancellation Tenant is
still in default. Similarly, if Landlord elects to compute damages in the
manner prescribed in subsection B(i) above, this election shall in no way
prejudice Landlord's right at any time thereafter to demand a final settlement
in accordance with subsection B(ii) above. Pursuit of any of the above
remedies shall not preclude pursuit of any other remedies prescribed in other
sections of this lease and any other remedies provided by law. Forbearance by
Landlord to enforce one or more of the remedies herein provided upon an event
of default shall not be deemed or construed to constitute a waiver of such
default.

       19.2 It is further agreed that, in addition to payments required
pursuant to subsections A and B of Section 19.1 above, Tenant shall compensate
Landlord for all expenses incurred by Landlord in repossession (including
among other expenses, any increase in insurance premiums caused by the vacancy
of the Demised Premises), all expenses incurred by Landlord in reletting
(including among other expenses, repairs, remodeling, replacements,
advertisements, brokerage fees), all concessions granted to a new tenant upon
reletting (including among other concessions, renewal options), all losses
incurred by Landlord as a direct or indirect result of Tenant's default
(including among other losses any adverse reaction by Landlord's mortgagee or
by other tenants or potential tenants of the Shopping Center) and a reasonable
allowance for Landlord's administrative efforts, salaries and overhead
attributable directly or indirectly to Tenant's default and Landlord's
pursuing the rights and remedies provided herein and under applicable law.

       19.3 Landlord may restrain or enjoin any breach or threatened breach of
any covenant, duty or obligation of tenant herein contained without the
necessity of proving the inadequacy of any legal remedy or irreparable harm.
The remedies of Landlord hereunder shall be deemed cumulative and not
exclusive of each other.

       19.4 If on account of any breach or default by Tenant in its
obligations hereunder, Landlord shall employ an attorney to present, enforce
or defend any of Landlord's rights or remedies hereunder, Tenant agrees to pay
any reasonable attorney's fees incurred by Landlord in such connection.


                                      14

<PAGE>



       19.5 Landlord hereby acknowledges receipt from Tenant of the sum stated
in Section 1.1(o) above, to be applied to the first accruing installments of
rent, and Landlord further acknowledges receipt from Tenant of the sum stated
in Section [1.1(p)] above to be held by Landlord without interest as security
for the performance by Tenant of Tenant's covenants and obligations under this
lease, it being expressly understood that such deposit may be co-mingled with
Landlord's other funds and is not an advance payment of rental or a measure of
Landlord's damages in case of default by Tenant. 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 funds to the
extent necessary to make good any arrears of rentals and any other damage,
injury, expense or liability caused to Landlord 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. If Tenant is not then in
default hereunder any remaining balance of such deposit shall be returned by
Landlord to Tenant upon termination of this lease (subject to the provisions
of Section 17.5 above.

ARTICLE XX.  LANDLORD'S LIEN

       20.1 IN ADDITION TO THE STATUTORY LANDLORD'S LIEN, LANDLORD SHALL HAVE
AT ALL TIMES A VALID SECURITY INTEREST TO SECURE PAYMENT OF ALL RENTALS AND
OTHER SUMS OF MONEY BECOMING DUE HEREUNDER FROM TENANT, AND TO SECURE PAYMENT
OF ANY DAMAGES OR LOSS WHICH LANDLORD MAY SUFFER BY REASON OF THE BREACH BY
TENANT OF ANY COVENANT, AGREEMENT OR CONDITION CONTAINED HEREIN, UPON ALL
GOODS, WARES, EQUIPMENT, FIXTURES, FURNITURE, IMPROVEMENTS AND OTHER PERSONAL
PROPERTY OF TENANT PRESENTLY, OR WHICH MAY HEREAFTER BE, SITUATED ON THE
DEMISED PREMISES, AND ALL PROCEEDS THEREFROM, AND SUCH PROPERTY SHALL NOT BE
REMOVED WITHOUT THE CONSENT OF LANDLORD UNTIL ALL ARREARAGES IN RENT AS WELL
AS ANY AND ALL OTHER SUMS OF MONEY THEN DUE TO LANDLORD OR TO BECOME DUE TO
LANDLORD HEREUNDER SHALL FIRST HAVE BEEN PAID AND DISCHARGED AND ALL THE
COVENANTS, AGREEMENTS AND CONDITIONS HEREOF HAVE BEEN FULLY COMPLIED WITH AND
PERFORMED BY TENANT. Upon the occurrence of an event of default by Tenant,
Landlord may, in addition to any other remedies provided herein, enter upon
the Demised Premises and take possession of any and all goods, wares,
equipment, fixtures, furniture, improvements and other personal property of
Tenant situated on the Demised Premises, without liability for trespass or
conversion, and sell the same at public or private sale, with or without
having such property at the sale, after giving Tenant reasonable notice of the
time and place of any public sale or of the time after which any private sale
is to be made, at which sale the Landlord or its assigns may purchase unless
otherwise prohibited by law. Unless otherwise provided by law, and without
intending to exclude any other manner of giving Tenant reasonable notice, the
requirement of reasonable notice shall be met if such notice is given in the
manner prescribed in this lease at least seven (7) days before the time of
sale. Any sale made pursuant to the provision of this paragraph shall be
deemed to have been a public sale conducted in commercially reasonable manner
if held in the Demised Premises or where the property is located after the
time, place and method of sale and a general description of the types of
property to be sold have been advertised in a daily newspaper published in the
county in which the property is located, for five (5) consecutive days before
the date of the sale. The proceeds from any such disposition, less any and all
expenses connected with the taking of possession, holding and selling of the
property (including reasonable attorney's fees and legal expenses), shall be
applied as a credit against the indebtedness secured by the security interest
granted in this paragraph. Any surplus shall be paid to Tenant or as otherwise
required by law; the Tenant shall pay any deficiencies forthwith. Upon the
request by landlord,


                                      15

<PAGE>



Tenant agrees to execute and deliver to Landlord a financing statement in form
sufficient to perfect the security interest of Landlord in the aforementioned
property and proceeds thereof under the provision of the Uniform Commercial
Code (or corresponding state statute or statutes) in force in the state in
which the property is located, as well s any other state the laws of which
Landlord may at any time consider to applicable. Tenant agrees that Landlord
may file a copy of this lease as a financing statement.

ARTICLE XXI.  HOLDING OVER

       21.1 In the event Tenant remains in possession of the Demised Premises
after the expiration of this lease and without the execution of a new lease,
it shall be deemed to be occupying the Demised Premises as a tenant from month
to month at a rental equal to the rental (including any percentage rental)
herein provided plus fifty percent (50%) of such amount and otherwise subject
to all the conditions, provisions and obligations of this lease insofar as the
same are applicable to a month to month tenancy. Notwithstanding the
foregoing, in no event shall Tenant be allowed to holdover in the Demised
Premises without the prior written consent of Landlord.

ARTICLE XXII.  SUBORDINATION

       22.1 Tenant accepts this lease subject and subordinate to any mortgage,
deed of trust or other lien presently existing or hereafter placed upon the
Demised Premises or the Building as a whole, and to any renewals and
extensions thereof. Tenant agrees that any such mortgagee shall have the right
at any time to subordinate such mortgage, deed of trust or other lien to this
lease provided, however, notwithstanding that this lease may be (or made to
be) superior to mortgage, deed of trust or other lien, the provisions of
mortgage, deed of trust or other lien relative to the rights of the mortgagee
with respect to proceeds arising from an eminent domain taking (including a
voluntary conveyance by Landlord) and/or arising from insurance payable by
reason of damage to or usage thereof. Landlord is hereby irrevocably vested
with full power and authority to subordinate this lease to any mortgage, deed
of trust or other lien hereafter placed upon the Demised Premises or the
Building as a whole, and Tenant agrees upon demand to execute such further
instruments subordinating this lease as Landlord may request; provided,
however, that upon Tenant's written request and notice to Landlord, Landlord
shall use good faith efforts to obtain from any such mortgagee a written
agreement that the rights of Tenant shall remain in full force and effect
during the term of this lease so long as Tenant shall continue to recognize
and perform all of the covenants and conditions of this lease.

       22.2 At any time when the holder of an outstanding mortgage, deed of
trust or other lien covering Landlord's interest in the Demised Premises has
given Tenant written notice of its interest in this lease, Tenant may not
exercise any remedies for default by Landlord hereunder unless and until the
holder of the indebtedness secured by such mortgage, deed of rust or other
lien shall have received written notice of such default and a reasonable time
for curing such default shall thereafter have elapsed.

ARTICLE XXIII.  DIRECTION OF TENANT'S ENERGIES

       23.1 Tenant acknowledges that Tenant's monetary contribution to
Landlord, in the form of rentals and Tenant's general contribution to commerce
within the Building (also important in Landlord's determination to execute
this lease with Tenant), will be substantially reduced if during the term of
this lease, either Tenant or any person, firm or corporation, directly or
indirectly controlling, controlled by or under common control with Tenant
shall directly or indirectly operate, manage, conduct or have any interest in
any establishment within commercial proximity of the Building. Accordingly,
Tenant agrees


                                      16

<PAGE>



that during the term of this lease neither Tenant nor any person, firm or
corporation, directly or indirectly controlling, controlled by or under common
control with Tenant (and also, in the event Tenant is a corporation, if any
officer or director thereof of shareholder owning more than ten percent (10%)
of the outstanding stock thereof, or parent, subsidiary or related or
affiliated corporation) shall directly or indirectly operate, manage, conduct
or have any interest in any commercial establishment within three (3) miles of
the Building, which Tenant acknowledges is a reasonable area for the purpose
of this provision, except that any such commercial establishment existing at
the date of this lease may continue to be operated, managed, conducted and
owned in the same manner as on the date of this lease, provided there is no
change in the size or trade name of such commercial establishment.

XXIV.  NOTICES

       24.1 Wherever any notice is required or permitted hereunder such notice
shall be in writing. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered when actually received by
the designated addressee or, if earlier and regardless of whether actually
received or not, when deposited in the United States Mail, Postage Prepaid,
Certified Mail, Return Receipt Requested, addressed to the parties hereto at
the respective addresses set out in Section 1.1 above (or at Landlord's
option, to Tenant at the Demised Premises), or at such other addresses as they
have theretofore specified by written notice.

       24.2 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 notice
specifying some individual at some specific address for the receipt of notices
and payments to the 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 amongst themselves for their joint execution of such
a notice specifying some individual at some specified address for the receipt
of notices and payments to Tenant. All parties included within the terms
"Landlord" and "Tenant", respectively, shall be bound by notices and payments
given in accordance with the provisions of this Article to the same effect as
if each had received such notice of payment. In addition, Tenant agrees that
notices from Landlord may be given by landlord's attorney, property manager or
other agent.

ARTICLE XXV.  COMPLIANCE WITH REGULATIONS

       25.1 Landlord and Tenant acknowledge that there are in effect federal,
state, county and municipal laws, orders, rules, directives and regulations,
together with rules or regulations which may be promulgated by Landlord from
time to time (collectively referred to hereinafter as the "Regulations") and
that additional Regulations may hereafter be enacted or go into effect,
relating to or affecting the Demised Premises or the Building, and concerning
the impact on the environment of construction, land use, maintenance and
operation of structures, and conduct of business. Tenant agrees to comply, and
to cause all Tenant's employees, agents, subtenants, licensees,
concessionaires, guests and invitees to comply with any and all such
Regulations. Subject to the express rights granted to Tenant under the terms
of this lease, Tenant will not cause, or permit to be caused, any act or
practice, by negligence, omission, or otherwise, that would adversely affect
the environment, or do anything to permit anything to be done that would
violate nay of said laws, or regulations, or guidelines. Moreover, Tenant
shall have no claim against Landlord by reason of any changes Landlord may
make in the Building or the Demised Premises pursuant to said Regulations or
any charges imposed upon customers or other invitees pursuant to same.


                                      17

<PAGE>



       25.2 If by reason of any federal, state, county or municipal law,
order, rule, directive or regulation (collectively referred to hereinafter as
the "Regulations"), the payment to, or collection by, Landlord of any rental
or other charge (collectively referred to hereinafter as "Lease Payments")
payable by Tenant to Landlord pursuant to the provisions of this lease is in
excess of the amount (the "Maximum Charge") permitted therefor by the
Regulations, then Tenant, during the period (the "Freeze Period") when the
Regulations shall be in force and effect shall not be required to pay, nor
shall Landlord be permitted to collect, any sum in excess of the Maximum
Charge. Upon the earlier of (i) the expiration of the Freeze Period, or (ii)
the issuance of a final order or judgment prescribed by law, and commencing
with the first day of the month immediately following, shall pay to Landlord
as additional rental, in equal monthly installments during the balance of the
term of this lease, a sum equal to the cumulative difference between the
Maximum Charges and the Lease payments during the Freeze Period. If any
provisions of this section, or the application thereof, shall to any extent be
declared to be invalid and unenforceable, the same shall not be deemed to
affect any of the other provisions of this section or of this lease, all of
which shall be deemed valid and enforceable to the fullest extent permitted by
law.

ARTICLE XXVI.  MISCELLANEOUS

       26.1 Nothing herein contained shall be deemed or construed by the
parties hereto, nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture between the parties
hereto, it being understood and agreed that neither the method of computation
of rent, nor any other provision contained herein, nor any acts of the parties
hereto, shall be deemed to create any relationship between the parties hereto
other than the relationship of landlord and tenant.

       26.2 Tenant shall not for any reason withhold or reduce Tenant's
required payments of rentals and other charges provided in this lease, it
being agreed that the obligations of Landlord hereunder are independent of
Tenant's obligations except as may be otherwise expressly provided. In this
regard it is specifically understood and agreed that in the event Landlord
commences any proceedings against Tenant for non-payment of rentals or any
other sum due and payable by Tenant hereunder, Tenant will not interpose
therein any counterclaim or other claim against landlord of whatever nature or
description in any such proceedings, and in the event that Tenant interposes
therein any such counterclaim or other claim against Landlord in any such
proceedings, Landlord and Tenant stipulate and agree that, in addition to any
other lawful remedy of Landlord, upon motion of Landlord, such counterclaim or
other claim asserted by Tenant shall be severed out of the proceedings
instituted by Landlord and the proceedings instituted by Landlord may proceed
to final judgment separately and apart from and without consolidation with or
reference to the status of such counterclaim or any other claim asserted by
Tenant.

       26.3 The liability of Landlord to Tenant for any default by Landlord
under the terms of this lease shall be limited to the proceeds of sale on
execution of the interest of Landlord in the Demised premises; and Landlord
shall not be personally liable for any deficiency, except that Landlord shall,
subject to the provisions of Section 17.5 hereof, remain personally liable to
account to Tenant for any security deposited hereunder. This clause shall not
be deemed to limit or deny any remedies which Tenant may have in the event of
default by Landlord hereunder, which do not involve the personal liability of
Landlord.

       26.4 If any provision of term of this lease should be held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions and terms of this lease shall not be affected thereby.



                                      18

<PAGE>



       26.5 One or more waivers of any covenant, term or condition of this
lease by either party shall not be construed as a waiver of a subsequent
breach of the same covenant, term or condition. The consent or approval by
either party to or of any act by the other party requiring such consent or
approval shall not be deemed to waiver or render unnecessary consent to or
approval of any subsequent similar act.

       26.6 Whenever a period of time is herein prescribed for action to be
taken by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation of any such period of time, any delays
due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions or any other causes of any kind
whatsoever which are beyond the reasonable control of Landlord.

       26.7 Tenant agrees that it will from time to time upon request by
Landlord execute and deliver to Landlord, within five (5) days after demand
therefore, a statement in Landlord's form certifying that this lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified).

       26.8 The laws of the State in which the Demised Premises are located
shall govern the interpretation, validity, performance and enforcement of this
lease. If any provision of this lease should be held to be invalid or
unenforceable, the validity and enforceability of the remaining provisions of
this lease shall not be affected thereby.

       26.9 The captions used herein are for convenience only and do not limit
or amplify the provisions hereof.

       26.10 Whenever herein the singular number is used, the same shall
include the plural, and words of any gender shall include each other gender.

       26.11 The terms, provisions and covenants contained in this lease shall
apply to, inure to the benefit of and be binding upon the parties hereto and
their respective heirs, successors in interest and legal representatives
except as otherwise herein expressly provided.

       26.12 This lease contains the entire agreement between the parties, and
no agreement shall be effective to change, modify or terminate this lease in
whole or in part unless such is in writing and duly signed by the party
against whom enforcement of such change, modification or termination is
sought.

       26.13 LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING
UPON ANY BROCHURE, RENDERING, INFORMATION, REPRESENTATION OR PROMISE OF THE
OTHER, OR AN AGENT OR BROKER, IF ANY, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN
THIS LEASE.

       26.14 Because the Demised Premises are on the open market and are
presently being shown, this lease shall be treated as an offer by Tenant
subject to nonacceptance by Landlord, and this lease shall not be valid or
binding on Landlord unless and until accepted by Landlord in writing and a
fully executed copy is delivered to both parties hereto.

       26.15 Tenant warrants that it has had no dealing with any broker or
agent in connection with the negotiation or execution of this lease other than
Landlord's broker, if any. In the event any agent or


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<PAGE>



broker other than Landlord's broker, if any, shall make a claim for a
commission or fee, Tenant shall b responsible for payment thereof and hereby
agrees to indemnify and hold harmless from such claim for commission or fee.

       26.16 With the exception of Section 6.1, in the event any provision of
an exhibit or other page attached hereto shall be inconsistent with a
provision in the body of this lease, the provision as set forth in the exhibit
shall be deemed to control.

ARTICLE XXVII.  OCCUPANCY

       27.1 If this lease provides for construction prior to occupancy,
Landlord shall be entitled to designate other space comparable to the Demised
Premises for occupancy by the Tenant prior to the Commencement Date. Further,
Landlord shall be entitled to relocate the Demised Premises to a comparable
location in the Building after occupancy by Tenant provided that Landlord pays
the costs and expenses of moving Tenant's goods and inventory.

       27.2 Notwithstanding anything to the contrary contained herein, when
the word "Shopping Center" is used, it is meant to be "Building".

       27.3 The liability of Landlord to Tenant for any default by Landlord
under the terms of this lease shall be limited to the proceeds of sale on
execution of the interest of Landlord in the Demised Premises; and Landlord
shall not be personally liable for any deficiency, except that Landlord shall,
subject to the provisions of Section 17.5 hereof, remain personally liable to
account to Tenant for any security deposited hereunder. This clause shall not
be deemed to limit or deny any remedies which Tenant may have in the event of
default by Landlord hereunder, which do not involve the personal liability of
Landlord.

       27.4 If any provision or term of this lease should be held to be
invalid or unenforceable, the validity and enforceability of the remaining
provisions and terms of this lease shall not be affected thereby.

       27.5 One or more waivers of any covenant, term or condition of this
lease by either party shall not be construed as a waiver of a subsequent
breach of the same covenant, term or condition. The consent or approval by
either party to or of any act by the other party requiring such consent or
approval shall not be deemed to waiver or render unnecessary consent to or
approval of any subsequent similar act.

       27.6 Whenever a period of time is herein prescribed for action to be
taken by Landlord, Landlord shall not be liable or responsible for, and there
shall be excluded from the computation of any such period of time, any delays
due to strikes, riots, acts of God, shortages of labor or materials, war,
governmental laws, regulations or restrictions or any other causes of any kind
whatsoever which are beyond the reasonable control of Landlord.

       27.7 Tenant agrees that it will from time to time upon request by
Landlord execute and deliver to Landlord, within five (5) days after demand
therefore, a statement in Landlord's form certifying that this lease is
unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as so modified).

       27.8    Intentionally left blank.


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<PAGE>



       27.9    Intentionally left blank.

       27.10 The laws of the State in which the Demised Premises are located
shall govern the interpretation, validity, performance and enforcement of this
lease. If any provision of this lease should be held to be invalid or
unenforceable, the validity and enforceability of the remaining provisions of
this lease shall not be affected thereby.

       27.11 The captions used herein are for convenience only and do not
limit or amplify the provisions hereof.

       27.12 Whenever herein the singular number is used, the same shall
include the plural, and words of any gender shall include each other gender.

       27.13 The terms, provisions and covenants contained in this lease shall
apply to, inure to the benefit of and be binding upon the parties hereto and
their respective heirs, successors in interest and legal representatives
except as otherwise herein expressly provided.

       27.14 This lease contains the entire agreement between the parties, and
no agreement shall be effective to change, modify or terminate this lease in
whole or in part unless such is in writing and duly signed by the party
against whom enforcement of such change, modification or termination is
sought.

       27.15 LANDLORD AND TENANT HEREBY ACKNOWLEDGE THAT THEY ARE NOT RELYING
UPON ANY BROCHURE, RENDERING INFORMATION, REPRESENTATION OR PROMISE OF THE
OTHER, OR AN AGENT OR BROKER, IF ANY, EXCEPT AS MAY BE EXPRESSLY SET FORTH IN
THIS LEASE.

27.16 Because the Demised Premises are on the open market and are presently
being shown, this lease shall be treated as an offer by Tenant subject to
nonacceptance by Landlord, and this lease shall not be valid or binding on
Landlord unless and until accepted by Landlord in writing and a fully executed
copy is delivered to both parties hereto.

       27.17 Tenant warrants that it has had no dealing with any broker or
agent in connection with the negotiation or execution of this lease other than
Landlord's broker, if any. In the event any agent or broker other than
Landlord's broker, if any, shall make a claim for a commission or fee, Tenant
shall be responsible for payment thereof and hereby agrees to indemnify and
hold Landlord harmless from such claim for commission or fee.

       27.18 With the exception of Section 6.1, in the event any provision of
an exhibit or other page attached hereto shall be inconsistent with a
provision in the body of this lease, the provision as set forth in the exhibit
shall be deemed to control.

ARTICLE XXVIII.  OCCUPANCY

       28.1 If this lease provides for construction prior to occupancy,
Landlord shall be entitled to designate other space comparable to the Demised
Premises for occupancy by the Tenant prior to the Commencement Date. Further,
Landlord shall be entitled to relocate the Demised Premises to a comparable
location in the Building after occupancy by Tenant provided that Landlord pays
the costs and expenses of moving Tenant's goods and inventory.


                                      21

<PAGE>





         EXHIBIT(S) A, B, C AND D ATTACHED HERETO ARE HEREBY INCORPORATED BY
REFERENCE HEREIN AND MADE A PART HEREOF FOR ALL PURPOSES.

EXECUTED as of the date hereinabove state.

                                  LANDLORD: /s/ Charles E. Brown
                                           -------------------------------
                                  By
                                     -------------------------------------
                                  Title:
                                         ---------------------------------


                                  TENANT: /s/ Randolph Mittasch
                                         ---------------------------------
                                  By:
                                      ------------------------------------
                                  By:
                                     -------------------------------------


------------------------------------
ATTEST or WITNESS


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