Exhibit 10.6
BUILD TO SUIT
LEASE AGREEMENT

BETWEEN

INDUSTRIAL DEVELOPMENTS INTERNATIONAL, INC.

AS LANDLORD

AND

PETCO ANIMAL SUPPLIES, INC.

AS TENANT

DATED FEBRUARY 20, 1998


LEASE INDEX



Section	     Subject

	1	Basic Lease Provisions
	2	Demised Premises
	3	Term
	4	Minimum Rent
	5	Tenant's Right to Cease Operations
	6	Additional Rent
	7	Use of Demised Premises
	8	Insurance
	9	Utilities
	10	Taxes and Other Impositions
	11	Maintenance and Repairs
	12	Tenants' Personal Property; Indemnity
	13	Tenant's Fixtures
	14	Signs
	15	[INTENTIONALLY OMITTED]
	16	Governmental Regulations
	17	Environmental Matters
	18	Plans and Specifications for Construction of Demised 
Premises
	19	Tenant Alterations and Additions
	20	Services by Landlord
	21	Fire and Other Casualty
	22	Condemnation
	23	Tenant's Default
	24	Landlord's Right of Entry
	25	Mortgagee's Rights
	26	Estoppel Certificate
	27	Landlord Liability
	28	Notices and Payments
	29	Brokers
	30	Assignment and Subleasing
	31	Termination or Expiration
	32	Late Payments
	33	Protective Covenants
	34	Dispute Resolution Procedure
	35	Waiver of Landlord's Lien
	36	Quiet Enjoyment
	37	Miscellaneous

	Exhibit "A"	Legal Description
	Exhibit "A-1"	Site Plan
	Exhibit "B"	Permitted Encumbrances
	Exhibit "C"	Expansion Land
	Exhibit "C-1"	Alternate Expansion Land
	Exhibit "D"	Prevailing Market Rate
	Exhibit "E"	Allowance Work
	Exhibit "F"	Environmental Reports
	Exhibit "G"	Base Building Plans and Specifications
	Exhibit "G-1"	Additional Plans and Specifications
	Exhibit "G-2"	Tenant's Work
	Exhibit "H"	Subordination, Non-Disturbance and Attornment 
Agreement
	Exhibit "I"	Protective Covenants
	Exhibit "J"	Landlord's Agreement


BUILD TO SUIT
LEASE AGREEMENT


	THIS LEASE AGREEMENT (this "Lease") is made this 20th day of 
February, 1998 ("Lease Date"), by and between INDUSTRIAL DEVELOPMENTS 
INTERNATIONAL, INC., a Delaware corporation ("Landlord"), and PETCO 
ANIMAL SUPPLIES, INC., a _______________________ corporation ("Tenant") 
(the words "Landlord" and "Tenant" to include their respective legal 
representatives, successors and permitted assigns where the context 
requires or permits).

W I T N E S S E T H:

	1.	Basic Lease Provisions.  The following constitute the "Basic 
Lease Provisions" of this Lease:

(a)	Demised Premises:  As described in Section 2 of this 
Lease.  The term "Base Building", as used in this 
Lease, shall mean the Building (as hereinafter 
defined) constructed by Landlord in accordance with 
this Lease prior to construction of Expansion 
Improvements (as defined in Section 3.1), if any.

(b)	Building Square Footage:  Approximately 258,000 square 
feet (subject to adjustment pursuant to Section 18(j) 
of this Lease), as such amount may be increased by the 
square footage of the Expansion Improvements, if any.

(c)	Annual Minimum Rent (subject to adjustment pursuant to 
Section 18(j) of this Lease):

Lease Year one (1) 	$745,620.00

Lease Year two (2) 	$758,520.00

Lease Years three (3) through five (5)	$771,420.00

Lease Years six (6) and seven (7)	$879,780.00

The Annual Minimum Rent for the Base Building is 
sometimes referred to in this Lease as the "Base 
Building Annual Minimum Rent".

(d)	Monthly Minimum Rent Installments (subject to 
adjustment pursuant to Section 18(j) of this Lease):

Lease Year one (1) 	$62,135.00

Lease Year two (2) 	$63,210.00

Lease Years three (3) through five (5)	$64,285.00

Lease Years six (6) and seven (7)	$73,315.00


(e)	Lease Commencement Date:  The date of Substantial 
Completion (as defined in Section 3 of this Lease) or 
April 7, 1998, whichever is later.

(f)	Minimum Rent Commencement Date:  The Lease 
Commencement 	Date

(g)	Term:  Seven (7) years following the Lease 
Commencement Date (subject to adjustment in accordance 
with Section 3 of this Lease).

(h)	[INTENTIONALLY OMITTED]

		(i)	Permitted Use:  Storage, warehousing and distribution 
of pet supplies, pet food and pet-related goods of all 
kinds and general office use ancillary thereto 
(collectively, the "Primary Use") and (2) subject to 
the limitations hereinafter specified in Section 7(a) 
of this Lease and in this subsection (i), storage, 
warehousing and distribution permissible under 
applicable laws and regulations of governmental 
authorities having jurisdiction over the Demised 
Premises (collectively, "Governmental Requirements") 
and under the Protective Covenants (as defined in 
Section 33), and general office use ancillary thereto; 
the Permitted Use (a) shall never include any use 
prohibited by Section 17 of this Lease, (b) shall 
never extend to or allow the use of radioactive or 
biohazardous materials at the Demised Premises, 
(c) shall never include any heavy manufacturing, the 
manufacture or production of chemicals or petroleum 
(or distillates thereof) or any other use wherein a 
Hazardous Substance (as defined in Section 17) 
constitutes the principal or primary product of the 
business to be conducted at the Demised Premises and 
(d) must not result in a material increase in the wear 
and tear on the Demised Premises, as compared to the 
Primary Use; and with respect to any Permitted Use 
other than the Primary Use, such Permitted Use must 
not, in the reasonable judgment of Landlord, result in 
a material increase in the risk of Contamination (as 
defined in Section 17) at the Demised Premises, as 
compared to the Primary Use.  The Primary Use may be 
altered only in accordance with Section 7(a) of this 
Lease..

 .

(j)	Addresses for notice:

Landlord:	Industrial Developments 
International, Inc.
Monarch Tower
3424 Peachtree Road, Suite 1500
Atlanta, Georgia  30326
Attention:  Chief Operating 
Officer

Tenant:	PETCO ANIMAL SUPPLIES, INC.
9125 Rehco Road
San Diego, California  92121-2270
Attn:  Property Manager

	AND:

	PETCO ANIMAL SUPPLIES, INC.
	3801 Rock Creek Boulevard
	Joliet, Illinois  60431
	Attn:  Property Manager

(k)	Address for rental payments:

Industrial Developments 
International, Inc.
P.O. Box 930190
Atlanta, Georgia  31193

(l)	Broker(s):	Lee & Associates
3535 Inland Empire Boulevard
Ontario, California  91764


	2.	Demised  Premises.  For and in consideration of the rent 
hereinafter reserved and the mutual covenants hereinafter contained, 
Landlord does hereby lease and demise unto Tenant, and Tenant does 
hereby lease and accept from Landlord, that certain parcel of real 
property (the "Land") containing approximately 13.23 acres, which Land 
is situated in DuPage County, City of Joliet, Illinois, within Rock Run 
Business Park (the "Project") and is more particularly described in 
Exhibit "A" attached hereto and by this reference made a part hereof, 
together with and including all buildings, structures, driveways, 
parking lots, walkways, landscaping and other appurtenances thereto and 
all other improvements constructed or placed on the Land in accordance 
with this Lease, at any time during the Term, including specifically, 
but without limitation, a building (the "Building") containing 
approximately 258,000 square feet of office and warehouse space, which 
is located on the Land as shown on Exhibit "A-1" attached hereto 
(collectively, the "Demised Premises").  This Lease and the rights of 
Landlord andTenant under this Lease are subject to the matters set forth 
on Exhibit "B" attached hereto (herein referred to as "Permitted 
Encumbrances").

	3.	Term.

		(a)	To have and to hold the Demised Premises for a term 
("Term") which will commence on the Lease Date and shall expire seven 
(7) years after the Lease Commencement Date; provided, however, that if 
the Lease Commencement Date is a day other than the first day of a 
calendar month, the first Lease Year (as hereinafter defined) will also 
include the period between the Lease Commencement Date and the end of 
the calendar month in which the Lease Commencement Date occurs and, 
thereafter, each Lease Year shall commence on the anniversary of the 
first calendar day of the first full calendar month after the Lease 
Commencement Date.  The Term of this Lease shall end on the final day 
thereof without the requirement of notice from either party to the 
other.  The term "Lease Year", as used in this Lease, shall mean the 12-
month period commencing on the Lease Commencement Date, and each 12-
month period thereafter during the Term.  If this Lease terminates in 
accordance with its terms on a day other than the last day of the final 
Lease Year, Minimum Rent (as defined in Section 4) and Additional Rent 
(as defined in Section 5) for the Lease Year in which such termination 
occurs shall be prorated as of the date of such termination.

	3.1	Option to Expand and Extend.  Landlord hereby grants to 
Tenant a continuing right and option to expand the Demised Premises and 
to extend the Term, upon and subject to the following terms and 
conditions:

		(a)	At any time prior to the end of the third (3rd) Lease 
Year, Tenant shall have the right and option ("Expansion Option") to 
expand the Demised Premises by causing Landlord to construct the 
Expansion Improvements (as that term is herein defined) in accordance 
with all the provisions of this Section 3.1; provided that Tenant shall 
have the right to extend the term ("Expansion Option Term") of the 
Expansion Option in the manner provided in Section 3.2; provided 
further, however, that the right of Tenant to exercise the Expansion 
Option shall be subject to the conditions precedent set forth in 
Section 3.4.  Tenant shall exercise the Expansion Option by giving 
written notice ("Expansion Notice") to Landlord prior to expiration of 
the Expansion Option Term.  If Tenant fails to give the Expansion Notice 
timely, the Expansion Option granted Tenant in this Section 3.1 shall 
lapse unexercised and shall be of no further force or effect; provided, 
however, that if Tenant fails to exercise the Expansion Option prior to 
the end of the Expansion Option Term, the right of Tenant to exercise 
the Expansion Option shall not finally lapse and terminate until the 
tenth (10th) business day following the receipt of a written notice from 
Landlord (which may not be given prior to the expiration of the 
Expansion Option Term) advising Tenant that the Expansion Option Term 
has expired and Landlord did not receive the Expansion Notice..  The 
term "Expansion Improvements", as such term is used in this Section 3.1, 
shall mean an expansion of the Building containing a maximum of 
approximately 250,000 square feet (subject to limitations of applicable 
zoning and other laws) and an absolute minimum of 100,000 square feet of 
additional space, together with additional parking area as may be 
required by applicable law or the Final Expansion Plans (as defined in 
Section 3.1(d) of this Lease), whichever is greater; provided that such 
Expansion Improvements shall otherwise be, in all respects, subject to 
then applicable laws.  If Tenant timely exercises the Expansion Option, 
and the Expansion Improvements will exceed 100,000 square feet, the 
Demised Premises must expand to include the 13.38 acres of land 
("Expansion Land") more particularly described on Exhibit "C" attached 
to this Lease and made a part hereof by this reference.  If Tenant 
exercises the Expansion Option, and elects to cause Landlord to 
construct the minimum of 100,000 square feet of additional space, only 
that portion of the Expansion Land containing 4.73 acres and described 
on Exhibit C-1 attached to this Lease and made a part hereof by this 
reference ("Alternate Expansion Land") shall become part of the Demised 
Premises and the remaining acreage of the Expansion Land will no longer 
be available to become part of the Demised Premises and will no longer 
be subject to this Lease in any respect.  Accordingly, the Expansion 
Land (or only the Alternate Expansion Land, if applicable) shall become 
part of the Demised Premises as of the Expansion Completion Date (as 
defined in Section 3.1(e), below) and thereafter be subject to all of 
the terms and provisions of this Lease.  Landlord and Tenant stipulate 
and agree that the term "Expansion Land Value", as used in this 
Section 3.1, shall mean a sum of money calculated by multiplying the 
square footage of the Expansion Land (or so much thereof as becomes part 
of the Demised Premises), as calculated to the nearest ten thousandth of 
a foot, times the Expansion Land Cost Per Foot (as hereinafter defined).  
The term "Expansion Land Cost Per Foot" shall mean the sum of $2.00.  So 
long as the Expansion Option remains in effect and unexercised by 
Tenant, Landlord agrees that Landlord will not utilize or permit to be 
utilized the Expansion Land for any purpose without the prior written 
consent of Tenant, to be given or withheld by Tenant in its sole 
discretion.

		(b)	The Expansion Notice shall include proposed 
specifications and a proposed site plan, prepared at the expense of 
Tenant, (i) describing the Expansion Improvements as contemplated by 
Tenant, (ii) showing the location and configuration of the Expansion 
Improvements, including, without limitation, the manner in which the 
Expansion Improvements will be connected to the Building (collectively 
"Expansion Requirements") and (iii) specifying an amount of money which 
Tenant authorizes Landlord to expend to prepare the Preliminary 
Expansion Plans (the "Preliminary Plan Expenses").  The Expansion Notice 
must also include the financial information described in Section 3.4.

		(c)	Within forty-five (45) days after receipt of the 
Expansion Notice, Landlord will, at the expense of Tenant, cause to be 
prepared preliminary construction drawings and preliminary construction 
specifications, including an estimated construction cost breakdown and a 
construction schedule (collectively "Preliminary Expansion Plans") for 
the Expansion Improvements.  The Preliminary Plan Expenses actually and 
reasonably incurred by Landlord in obtaining the Preliminary Expansion 
Plans shall either (i) if Tenant withdraws its exercise of the Expansion 
Option in accordance with subsection (c) below, be reimbursed to 
Landlord by Tenant within thirty (30) calendar days after receipt from 
Landlord of a written request for payment, supported by invoices or 
other reasonable documentation which evidence the costs or (ii) be 
included in the Expansion Costs (as hereinafter defined).  Landlord 
agrees that the Preliminary Expansion Plans will be prepared on the 
basis of the Expansion Requirements and such additional requirements and 
comments as may be provided by Tenant to Landlord in writing; provided, 
however, that Landlord shall have no duty or obligation to incur any 
expense in obtaining the Preliminary Expansion Plans in excess of the 
Preliminary Plan Expenses (as such sum may be increased in the 
discretion of Tenant).  Tenant will, in good faith, cooperate with 
Landlord in the preparation of the Preliminary Expansion Plans and shall 
provide Landlord with such additional information as Landlord may 
reasonably request in order to prepare the Preliminary Expansion Plans 
in a manner which will be consistent with the intended use by Tenant of 
the Expansion Improvements.  The Preliminary Expansion Plans shall be 
prepared with a level of detail sufficient to allow computation of the 
Expansion Costs for the purpose of calculating the Expansion Rent (as 
hereinafter defined).  Landlord and Tenant agree that the exterior 
appearance and general quality of the Expansion Improvements shall be 
consistent with the exterior appearance and general quality of the 
Building; in addition, the Expansion Improvements must (i) have bay size 
and clear height the same as the Base Building, (ii) have no greater 
proportion of office space than the Base Building, (iii) have the same 
level and quality of sprinkler and fire safety systems as the Base 
Building, (iv) have no improvements in the warehouse area other than 
improvements consistent with the Base Building or mandated by 
Governmental Requirements and (v) provide for truck docks such that the 
ratio of the number of truck docks to the total square footage of the 
Expansion Improvements will not exceed the same ratio for the Base 
Building.  Not later than forty-five (45) calendar days after receipt of 
the Expansion Notice, Landlord shall submit to Tenant the proposed 
Preliminary Expansion Plans together with an estimated cost statement 
associated therewith.  With respect to the cost of the general 
construction contract, Landlord shall include, as part of the estimated 
cost statement, not less than three (3) competitive bids; the general 
contractors from whom bids are solicited shall be subject to the 
approval of Tenant, such approval not to be unreasonably withheld or 
delayed.  Tenant shall have thirty (30) calendar days from receipt of 
the proposed Preliminary Expansion Plans and estimated cost statement to 
notify Landlord of approval or disapproval by Tenant.  Any such notice 
of disapproval shall set forth in detail and with specificity the 
aspects of the Preliminary Expansion Plans which are not acceptable to 
Tenant.  Landlord shall make those changes in the Preliminary Expansion 
Plans which are reasonably requested by Tenant and, within ten (10) 
business days after receipt of the written notice from Tenant, submit 
the revised portion of the Preliminary Expansion Plans to Tenant; as 
part of such revisions, Landlord shall also revise, to the extent 
necessary as a result of the changes requested by Tenant, and submit to 
Tenant the construction schedule and cost estimate for the Expansion 
Improvements.  Tenant shall have the right to approve or disapprove any 
such resubmission for a period of ten (10) business days after receipt; 
if no written notice of approval or disapproval is given by Tenant, the 
resubmission shall conclusively be deemed to have been disapproved.  
Tenant shall have no obligation to accept the cost estimate of Landlord 
and Landlord shall have no obligation to change its cost estimate except 
as a result of manifest error; as set forth below, the estimated costs 
shall become the "Expansion Costs" only on the basis of mutual approval 
of Landlord and Tenant.  Landlord shall (A) use its best efforts to 
obtain final, unappealable approval of the Preliminary Expansion Plans 
and the Final Expansion Plans (as hereinafter defined) by all 
governmental authorities having jurisdiction, and by the Association to 
the extent required by the Protective Covenants and otherwise satisfy 
all Governmental Requirements (as defined in Section 16) applicable to 
the construction of the Expansion Improvements and development of the 
Expansion Land, in accordance with the Final Expansion Plans, (B) timely 
file all applications required to obtain such approvals and respond 
timely to requests by the applicable authority for additional 
information and otherwise diligently pursue such approvals, (C) keep 
Tenant generally apprised of the status of the efforts by Landlord to 
obtain the approvals and (D) allow Tenant to participate, at its own 
expense, in the efforts to obtain the approvals.  If a required approval 
is denied, Landlord shall diligently pursue any available appeal 
process.  If Tenant does not approve the cost estimates or construction 
schedule submitted by Landlord to Tenant, or if Landlord is unable to 
provide Tenant with assurance (which shall be described or set forth in 
a written notice from Landlord) acceptable to Tenant that the Expansion 
Improvements contemplated by the Preliminary Expansion Plans and the 
Final Expansion Plans can be constructed in accordance with requirements 
of the Association and all applicable Governmental Requirements, Tenant 
may, as its exclusive remedy, by written notice to Landlord, withdraw 
its election to exercise the Expansion Option.  Upon such withdrawal, 
the Expansion Option shall automatically be reinstated just as though 
the prior exercise of the Expansion Option had not occurred.  If Tenant 
approves in writing the Preliminary Expansion Plans, cost estimate and 
construction schedule for the Expansion Improvements, as submitted and 
resubmitted by Landlord in accordance with this subsection (c), the cost 
estimate and construction schedule which are so approved in writing by 
Tenant are hereinafter referred to as the "Expansion Costs" and the 
"Expansion Construction Schedule", respectively.  At such time, if ever, 
that Tenant approves in writing the Preliminary Expansion Plans, the 
Expansion Costs, and the Expansion Construction Schedule, Landlord 
shall, if Landlord is not then the owner of the Expansion Land, proceed 
to acquire title to the Expansion Land or the Alternate Expansion Land, 
as may be required, in the manner described in Section 3.1(j).  Tenant 
acknowledges that the estimated cost of the Expansion Improvements to be 
submitted by Landlord to Tenant (and which will become the Expansion 
Costs only when approved by Tenant in accordance with this 
subsection (c)) will be the sum of (1) the Expansion Land Value, plus 
(2) all costs and expenses of any nature, whether generally 
characterized as "hard" or "soft" costs, which Landlord estimates will 
be incurred by Landlord and payable to a third party in connection with 
the design and construction ("Construction Costs") of the Expansion 
Improvements plus (3) interest on all Construction Costs, accruing from 
each particular date the cost or expense is estimated to be paid, at a 
rate equal to the Prime Rate (as defined in Section 32) plus one percent 
(1%), and plus (4) a construction management fee payable to Landlord 
(which shall be in addition to any fees payable to the general 
contractor) which will not exceed ten percent (10%) of the Construction 
Costs.  Landlord and Tenant agree that the Expansion Costs shall 
constitute the basis for the calculation of Expansion Rent and shall be 
subject to adjustment only for Change Orders (as defined in 
Section 18(a)) approved by Tenant.  Landlord and Tenant shall each act 
in good faith in their efforts to develop Preliminary Expansion Plans, 
Expansion Costs and an Expansion Construction Schedule which are 
mutually acceptable.

		(d)	After approval by Tenant of the Preliminary Expansion 
Plans, the Expansion Construction Schedule and the Expansion Costs, 
Landlord shall promptly and diligently proceed with preparation of final 
plans and specifications for the Expansion Improvements.  Within thirty 
(30) calendar days after the occurrence of such approval by Tenant, 
Landlord shall prepare (with the cost of such preparation being part of 
the Expansion Costs) and submit to Tenant a set of proposed plans and 
specifications, based upon the Preliminary Expansion Plans, covering all 
work to be performed by Landlord in constructing the Expansion 
Improvements.  Tenant shall have ten (10) business days after receipt 
thereof to review the proposed plans and specifications and give to 
Landlord a written notice of approval or disapproval; provided that each 
day after the tenth (10th) business day that the notice is given by 
Tenant shall constitute a day of Permitted Delay.  Tenant acknowledges 
that the Expansion Improvements will likely be constructed on a "fast 
track" basis and that Landlord shall have the right and option to submit 
various parts of the proposed plans and specifications from time to time 
during said 30-day period and the time period for approval of any part 
of the proposed plans and specifications shall commence upon receipt of 
each submission.  If Tenant gives written notice of disapproval of any 
of the proposed plans and specifications, such notice of disapproval 
shall set forth in detail and with specificity the aspects of the 
proposed plans and specifications which are not acceptable to Tenant.  
Landlord shall make those changes which are reasonably requested by 
Tenant and promptly submit the revised portion of the proposed plans and 
specifications to Tenant.  Landlord must, in any event, make such 
changes as may be necessary to achieve conformance with the Preliminary 
Expansion Plans.  Tenant shall have no right to request any changes 
which would materially alter the exterior appearance or basic nature of 
the Building or the Expansion Improvements, as contemplated by  the 
Preliminary Expansion Plans.  If Tenant fails to approve any portion of 
the proposed plans and specifications so resubmitted to Tenant within 
seven (7) business days after receipt of such resubmission, each day 
after the seventh (7th) business day that the approval is given by 
Tenant shallconstitute a day of Permitted Delay.  Tenant may not 
disapprove the revisions of the proposed plans and specifications unless 
Landlord has unreasonably failed to incorporate comments of Tenant.  
Tenant shall, in its review of the proposed plans and specifications, 
act reasonably and in good faith.  The final plans and specifications 
for the Expansion Improvements, as so approved by Tenant, are 
hereinafter referred to as the "Final Expansion Plans."  After approval 
by Tenant of the Final Expansion Plans, Landlord shall proceed with 
construction of the Expansion Improvements with reasonable diligence 
(and with the same quality materials and workmanship that the Building 
was constructed), and otherwise in accordance with this Lease, 
Governmental Requirements and the Permitted Encumbrances, free of all 
liens arising in any manner out of such construction.  The Expansion 
Improvements will be constructed in accordance with the Expansion 
Construction Schedule, subject to extension for Permitted Delay.  There 
shall be no material variation from the Final Expansion Plans and no 
change in the Expansion Costs, except pursuant to Change Orders approved 
by Tenant in the same manner as Change Orders for the Plans and 
Specifications (and at the sole cost and expense of Tenant).  In 
connection with construction of the Expansion Improvements, Landlord and 
its contractors shall undertake all such steps as may be reasonable and 
practicable to prevent interference of such construction with the use 
and enjoyment by Tenant of the Demised Premises.  If, after 
determination of the Expansion Costs, the imposition or enactment of any 
Governmental Requirement necessitates a change in either the Preliminary 
Expansion Plans or the Final Expansion Plans which will increase the 
Expansion Costs, Landlord shall pay such increase (without increasing 
the Expansion Costs, the Minimum Rent or the Additional Rent) unless the 
required change is necessary because of the particular use of the 
Demised Premises by Tenant; if the required change is necessary because 
of the particular use of the Demised Premises by Tenant, the increase in 
cost shall be included in the Expansion Costs, in accordance with this 
subsection (d), and shall be payable by Landlord in the same manner as 
all other Expansion Costs.  Without limiting any of the foregoing 
provisions of this subsection (d), the provisions of Sections 18(f) and 
(h) shall, in the manner set forth therein, apply to the Expansion 
Improvements.

		(e)	Upon the Expansion Completion Date (as that term is 
herein defined), the Expansion Improvements and the Expansion Land (or 
the Phase I Expansion Land, if applicable) shall become part of the 
Demised Premises and the Expansion Improvements shall automatically be 
governed by all the terms and provisions of this Lease, and shall be 
deemed to be included in the definition of "Demised Premises" for all 
purposes, except that, commencing on the Expansion Completion Date, 
Tenant shall pay, in addition to the Base Building Annual Minimum Rent 
and as part of the Minimum Rent, the Expansion Rent (as that term is 
hereinafter defined).  The Expansion Rent shall commence to accrue on 
the date (the "Expansion Completion Date") on which the Expansion 
Improvements are Substantially Completed (as defined in Section 18(i).  
Within ten (10) calendar days after the Expansion Completion Date, the 
architect who prepared the Final Expansion Plans shall execute and 
deliver to Landlord and Tenant a written certification of the square 
footage contained in the Expansion Improvements, such computation of 
square footage to be made on a "drip-line" basis.  The square footage so 
certified by such architect shall (subject to the right of Tenant to 
dispute the measurement, as hereinafter provided) conclusively determine 
the square footage of the Expansion Improvements for all purposes under 
this Lease and such square footage shall become part of the Building 
Square Footage.  In the event Tenant shall dispute the determination by 
such architect of the square footage of the Expansion Improvements, the 
parties shall utilize the Dispute Resolution Procedure (as defined in 
Section 34), with qualified architects serving as "Officials".

		(f)	If the Expansion Option is timely exercised by Tenant 
and not thereafter withdrawn in accordance with subsection 3.1(c), 
above, prior to written agreement by Landlord and Tenant regarding the 
Preliminary Expansion Plans, the Expansion Construction Schedule and the 
Expansion Costs, then, provided that the Expansion Improvements are 
Substantially Completed in accordance with the terms of this Lease, the 
Term shall, if necessary, automatically be extended for a period of time 
so that this Lease will expire not less than five (5) years after the 
first day of the first full calendar month following the Expansion 
Completion Date.  The period of time between the Expansion Completion 
Date and the end of such extended period is herein sometimes referred to 
as the "Extension Term".  If the Expansion Completion Date occurs not 
later than the end of the second Lease Year, there will be no Extension 
Term.  The Extension Term shall be governed by all the terms and 
provisions of this Lease, with the exception that, for the period 
between the end of the initial Primary Term, i.e., the end of the 
seventh (7th) Lease Year, and the end of the Extension Term, the Base 
Building Annual Minimum Rent (which is in addition to the Expansion 
Rent) shall (to the extent necessary, depending upon the expiration date 
of the Extension Term) escalate on the first day of the eighth (8th) 
Lease Year by an amount equal to five and thirty-four one hundredths 
percent (5.34%) of the Base Building Annual Minimum Rent in effect 
during the sixth (6th) and seventh (7th) Lease Years and, if required 
because of the duration of the Extension Term, again on the first day of 
the ninth (9th) Lease Year and on the first day of each subsequent Lease 
Year during the Extension Term, by an amount equal to two and sixty-
seven one-hundredths percent (2.67%) of the Base Building Annual Minimum 
Rent in effect during the immediately preceding Lease Year.

		(g)	The term "Expansion Rent", as used in this Section 
3.1, shall be an amount calculated by multiplying the Expansion Costs 
times eleven percent (11%).  The Expansion Rent is an annual amount of 
Minimum Rent payable in equal, monthly installments on the first day of 
each calendar month in the same manner as Base Building Monthly Minimum 
Rent Installments.

		(h)	Landlord and Tenant agree to enter into an amendment 
to this Lease to document the expansion of the Demised Premises, the 
Expansion Completion Date, the extension of the Term pursuant to this 
Section 3.1 and the Expansion Rent.

		(i)	Landlord acknowledges and agrees that Tenant shall 
have no obligation of any kind to pay any fee or commission to any real 
estate broker or agent in connection with expansion of the Demised 
Premises in accordance with the Expansion Option.

		(j)	Tenant acknowledges that Landlord may, at any time 
prior to incorporation of the Expansion Land (or, if applicable, the 
Alternate Expansion Land) into the Demised Premises pursuant to this 
Section 3.1, sell and convey to a third party the interest of Landlord 
in and to the Land and the Demised Premises (subject to this Lease), and 
retain title to the Expansion Land.  In such event, Landlord shall, 
simultaneously with such sale of the Land and the Demised Premises, 
grant and deliver to the purchaser or transferee an exclusive, 
irrevocable option to acquire the Expansion Land at a purchase price 
equal to the Expansion Land Value and otherwise upon such terms as will 
enable the Landlord from time to time to carry out its obligations under 
this Lease with respect to the Expansion Land ("Expansion Land Option").  
After a sale and conveyance of the Demised Premises to a third party, 
Industrial Development International, Inc. ("IDI") shall not, except as 
hereinafter provided, sell, transfer or convey the Expansion Land to any 
person or entity other than the owner of the Demised Premises; IDI shall 
have the right to transfer or convey the Expansion Land to any entity 
which owns or controls IDI, which is owned or controlled by IDI or which 
is under common control with IDI (any such entity being hereafter called 
an "IDI Affiliate"), and subsequently from one IDI Affiliate to another.  
The Expansion Land Option shall run with the title to the Land and shall 
not be assignable to any person other than the holder of the Landlord 
interest under this Lease.  The Expansion Land Option shall remain in 
effect so long as the Expansion Option remains in effect.  If, at the 
time Tenant gives the Expansion Notice, the Expansion Land Option is 
then in effect, Landlord shall, after written agreement by Landlord and 
Tenant regarding the Preliminary Expansion Plans, the Expansion 
Construction Schedule and the Expansion Costs, give such notices and 
take such action as may be necessary to acquire, pursuant to the 
Expansion Land Option, either the Expansion Land or the Alternate 
Expansion Land, as may be required; Landlord shall exercise its best 
efforts to carry out such acquisition in a manner which will enable 
Landlord to achieve Substantial Completion of the Expansion Improvements 
in accordance with the Expansion Construction Schedule.

	3.2	Extension of Expansion Option Term.  So long as no Event of 
Default (as defined in Section 23) has occurred and is then continuing, 
Tenant shall have the right to extend the Expansion Option Term through 
and including the last day of the fourth (4th) Lease Year by giving 
written notice to Landlord not later than the last day of the third 
(3rd) Lease Year and by paying to Landlord, with such written notice, a 
non-refundable fee in the amount of $51,500.00 (which shall be fully 
earned by Landlord when received and shall not constitute a credit 
against either Minimum Rent or Addtional Rent).  If Tenant timely and 
properly exericses its right to extend the Expansion Option Term for the 
fourth (4th) Lease Year, and so long as no Event of Default has occurred 
and is then continuing, Tenant shall have the right to extend the 
Expansion Option Term through and including the last day of the fifth 
(5th) Lease Year by giving written notice to Landlord not later than the 
last day of the fourth (4th) Lease Year and by paying to Landlord, with 
such written notice, a non-refundable fee in the amount of $51,500.00 
(which shall be fully-earned by Landlord when received and shall not 
constitute a credit against either Minimum Rent or Addtional Rent).  
Tenant shall have not be entitled to exercise its right under this 
Section 3.2 to extend the Expansion Option Term whenever an Event of 
Default has occurred and is continuing.

	3.4	Conditions Precedent.  Notwithstanding anything to the 
contrary in Section 3.1, Tenant shall not have the right to exercise the 
Expansion Option if, at the time Tenant desires to exercise such right, 
either (i) an Event of Default has occurred and is continuing or (ii) 
the stockholder equity of Tenant is less than $150,000,000.00 (U.S.) 
("Minimum Net Worth").  At such time as Tenant may give the Expansion 
Notice, Tenant must provide simultaneously such audited financial 
statements or other finacial information as may be reasonably required 
by Landlord to establish to the reasonable satisfaction of Landlord 
that, as of the date on which the Expansion Notice is received by 
Landlord, the stockholder equity of Tenant equals or exceeds the Minimum 
Net Worth.  If Tenant fails to provide the financial information 
required by this Section 3.4 or if such financial information fails to 
establish to the reasonable satisfaction of Landlord that the 
stockholder equity of Tenant then equals or exceeds the Minimum Net 
Worth, the exercise by Tenant shall be void and of no force or effect.

	3.5.	Renewal Option.

		(a)	Provided that no Event of Default has ccurred and is 
then continuing, Tenant shall have the right and option to extend the 
Primary Term (as it may have been extended for the Extension Term in 
accordance with Section 3.1) of this Lease for three (3) successive 
additional periods of five (5) years each (the "First Renewal Term", the 
"Second Renewal Term" and the "Third Renewal Term", respectively).  The 
option for the First Renewal Term may be exercised by Tenant by written 
notice given to Landlord not less than six (6) months prior to the end 
of the Primary Term.  The option for the Second Renewal Term may be 
exercised by Tenant by written notice given to Landlord not less than 
six (6) months prior to the end of the First Renewal Term; provided, 
however, that unless Tenant timely exercises its option to extend the 
Primary Term for the First Renewal Term, Tenant will have no right to 
exercise its option for the Second Renewal Term or the Third Renewal 
Term.  The option for the Third Renewal Term may be exercised by Tenant 
by written notice given to Landlord not less than six (6) months prior 
to the end of the Second Renewal Term; provided, however, that unless 
Tenant timely exercises its option to extend the First Renewal Term for 
the Second Renewal Term, Tenant wil have no right to exercise its option 
for the Third Renewal Term.  Subject to the terms of subsection (b) of 
this Section 4, all of the terms and provisions of this Lease (excluding 
any allowances provided by Landlord and excluding any construction 
obligation of Landlord whatsoever, whether relating to the Base Building 
or the Expansion Improvements) shall govern and be applicable to the 
First Renewal Term, the Second Renewal Term and the Third Renewal Term  
in accordance with and subject to all the provisions of this 
subsection (a).  The First Renewal Term, the Second Renewal Term and the 
Third Renewal Term are hereinafter sometimes referred to collectively as 
the "Renewal Terms".

		(b)	Tenant shall pay to Landlord as Minimum Rent during 
the First Renewal Term (herein, the "First Renewal Minimum Rent") in 
lawful money of the United States commencing at the commencement of the 
First Renewal Term, a per annum amount equal to the greater of 
(i) ninety-five percent (95%) of the product obtained by multiplying the 
Building Square Footage (including the Expansion Improvements, if 
applicable) times an amount equal to the Prevailing Market Rate 
calculated in the manner set forth in Exhibit "D" attached to this Lease 
and made a part hereof by this reference or (ii) the Minimum Rent for 
the Demised Premises in effect as of the expiration of the Primary  
Term, payable in equal monthly installments of one twelfth 1/12th of 
said sum, in advance, without demand and, except as expressly provided 
to the contrary in this Lease, without abatement, reduction, set-off or 
deduction, on the first day of each calendar month during the First 
Renewal Term.  If Tenant timely and properly exercises its right to the 
extend the Term for the Second Renewal Term, Tenant shall pay to 
Landlord as Minimum Rent during the Second Renewal Term (herein, the 
"Second Renewal Minimum Rent") in lawful money of the United States 
commencing at the commencement of the Second Renewal Term, a per annum 
amount equal to the greater of (i) ninety-five percent (95%) of the 
product obtained by multiplying the Building Square Footage (including 
the Expansion Improvements, if applicable) times an amount equal to the 
Prevailing Market Rate or (ii) the Minimum Rent for the Demised Premises 
in effect as of the expiration of the First Renewal Term, payable in 
equal monthly installments of one twelfth 1/12th of said sum, in 
advance, without demand and, except as expressly provided to the 
contrary in this Lease, without abatement, reduction, set-off or 
deduction, on the first day of each calendar month during the Second 
Renewal Term.  If Tenant timely and properly exercises its right to the 
extend the Term for the Third Renewal Term, Tenant shall pay to Landlord 
as Minimum Rent during the Third Renewal Term (herein, the "Third 
Renewal Minimum Rent") in lawful money of the United States commencing 
at the commencement of the Third Renewal Term, a per annum amount equal 
to the greater of (i) ninety-five percent (95%) of the product obtained 
by multiplying the Building Square Footage (including the Expansion 
Improvements, if applicable) times an amount equal to the Prevailing 
Market Rate or (ii) the Minimum Rent for the Demised Premises in effect 
as of the expiration of the Second Renewal Term, payable in equal 
monthly installments of one twelfth 1/12th of said sum, in advance, 
without demand and, except as expressly provided to the contrary in this 
Lease, without abatement, reduction, set-off or deduction, on the first 
day of each calendar month during the Third Renewal Term.

	(c)	If Tenant timely exercises its right to the First Renewal 
Term and makes the first payment of Base Rent due after commencement of 
the First Renewal Term, Landlord will, at any time during the First 
Renewal Term, provide an allowance of $45,000.00 ("Refurbishment 
Allowance"), which will be applied as an automatic credit against the 
first installment of Base Rent due after the commencement of the First 
Renewal Term.  Landlord will have no obligation to perform any work of 
any nature in connection with the Refurbishment Allowance.

		4.	Minimum Rent.  Tenant shall pay to Landlord at the 
address set forth in Section 1(k) as base rent for the Demised Premises, 
commencing on the Minimum Rent Commencement Date and continuing 
throughout the Term in lawful money of the United States the annual 
amount set forth in Section 1(c) payable in equal monthly installments 
as set forth in Section 1(d) (the "Minimum Rent"), payable in advance, 
without demand and, except as expressly provided to the contrary in this 
Lease, without abatement, reduction, set-off or deduction, on the first 
day of each calendar month during the Term.  If the Minimum Rent 
Commencement Date shall fall on a day other than the first day of a 
calendar month, the Minimum Rent shall be apportioned pro rata on a per 
diem basis for the period between such Minimum Rent Commencement Date 
and the first day of the following calendar month and such apportioned 
sum shall be paid on the Minimum Rent Commencement Date.

		4.1	Allowance.  Landlord is providing to Tenant an 
allowance in the amount of $369,000.00 ("Maximum Construction 
Allowance") for the installation of general office space and a 
shipping/receiving office at the Demised Premises, generally as 
described on Exhibit E ("Allowance Work"), which Allowance Work is part 
of the Landlord's Work (as defined in Section 18(b)).  If Tenant does 
not utilize the full Maximum Construction Allowance, the unused portion 
("Allowance Savings") may be applied by Tenant either to pay the cost of 
Change Orders (as defined in Section 18(a)) requested by Tenant which 
increase the cost of the Landlord's Work or as a credit against Base 
Rent which would otherwise accrue in accordance with this Lease; 
provided, however, that the Allowance Savings may never exceed 
$25,000.00.  At any time after the occurrence of Substantial Completion, 
Landlord and Tenant shall, within thirty (30) days after receipt by 
Tenant of a written request from Landlord, execute and deliver an 
amended and restated version of this Lease which will delete this 
Section 4.1 in its entirety and delete any other references in this 
Lease to this Section 4.1; such restated version of this Lease will not 
otherwise alter or modify any provision of this Lease.

	5.	Tenant's Right to Cease Operations.  Notwithstanding any 
provision to the contrary in this Lease, nothing herein shall be 
construed as an obligation for Tenant to open or operate its business in 
the Demised Premises.  Subject to all the provisions of this Lease, 
Tenant shall determine in all instances its methods and times of 
operation at the Demised Premises.  Tenant shall have the right to 
remove Tenant's personal property and cease operations at the Demised 
Premises at any time and at Tenant's sole discretion.  However, the 
right to cease the operation of its business shall not affect Tenant's 
obligation to pay all amounts due under this Lease and to perform all 
covenants and obligations under this Lease.  Landlord acknowledges that 
Tenant has notified Landlord that Tenant would not enter into this Lease 
unless and until the rights contained in this Section 5 were included 
and made a part of this Lease.

	6.	Additional Rent.  Any amounts required to be paid by Tenant 
under this Lease (in addition to Minimum Rent) hereunder and any charges 
or expenses incurred by Landlord on behalf of Tenant under the terms of 
this Lease, including, without limitation, any expenses incurred for 
taxes, insurance, maintenance, repairs, replacements and utilities which 
are the obligation of Tenant hereunder, shall be considered additional 
rent (herein, "Additional Rent") payable in the same manner and upon the 
same terms and conditions as Minimum Rent reserved hereunder except as 
expressly set forth herein to the contrary.  Any failure on the part of 
Tenant to pay such Additional Rent when due shall entitle Landlord to 
the remedies available to it for non-payment of Minimum Rent, including, 
without limitation, late charges and interest thereon at the Interest 
Rate (as herein defined) pursuant to Section 32 hereof.  Tenant's 
obligations for payment of Additional Rent shall begin to accrue on the 
Minimum Rent Commencement Date.

	7.	Use of Demised Premises.

		(a)	The Demised Premises shall be used for the Permitted 
Use set forth in Section 1(i) and for no other purpose, except as 
hereinafter provided to the contrary.  If Tenant or any permitted 
assignee or subtenant desires to use the Demised Premises for a 
Permitted Use other than the Primary Use, Tenant shall submit to 
Landlord a written request setting forth in detail the nature of the 
additional or altered Permitted Use proposed by Tenant or a permitted or 
proposed assignee or subtenant.  Landlord agrees that Landlord may not 
unreasonably withhold, delay or condition its consent to the proposed 
additional or altered Permitted Use, subject to the condition that the 
proposed additional or altered Permitted Use must comply with the 
requirements and conditions of Section 1(i) of this Lease.  Landlord 
shall, within ten (10) business days after receipt of the written notice 
from Tenant regarding a proposed alteration of the Primary Use, give 
written notice to Tenant approving or disapproving the proposal.  A 
notice of approval may contain reasonable conditions, based on the 
nature of the proposed use.  If the written notice from Landlord 
disapproves the proposed use, the reasons for such determination shall 
be set forth in reasonable detail.

		(b)	Tenant will permit no liens to attach or exist against 
the Demised Premises, if such liens are held by persons claiming through 
or under Tenant.  If any such lien is filed against the Demised 
Premises, Tenant shall cause such lien to be discharged of record by 
payment or bonding within thirty (30) calendar days after Tenant 
receives written notice from Landlord of the existence of the lien.  A 
written notice given by Landlord pursuant to this subsection (b) may 
also constitute the written notice required by Section 23(a)(ii) so long 
as the notice expressly references both Sections of this Lease.  Tenant 
shall not commit any waste.

		(c)	The Demised Premises shall not be used for any illegal 
purposes, and Tenant shall not cause any vibration, noise, odor, light 
or other effect to occur within or around the Demised Premises that 
constitutes a nuisance or trespass.  Upon notice by Landlord to Tenant 
that any of the aforesaid prohibited uses are occurring, Tenant agrees 
to promptly remove or control the same.

		(d)	Tenant shall not in any way violate any law, ordinance 
or any restrictive covenant affecting the Demised Premises as shown by 
and included in the Permitted Encumbrances, including specifically, but 
without limitation, the Protective Covenants (as defined in Section 33), 
and shall not in any manner use the Demised Premises so as to cause 
cancellation of, or impair coverage under the fire and extended coverage 
insurance policy required pursuant to Section 8.

	8.	Insurance.

		(a)	Tenant covenants and agrees that from and after the 
date of delivery of the Demised Premises from Landlord to Tenant, Tenant 
will carry and maintain, at its sole cost and expense, the following 
types of insurance, in the amounts specified and in the form hereinafter 
provided for:

			(i)	Liability insurance in the commercial general 
liability form covering the Demised Premises and Tenant's use thereof 
against claims for personal injury or death, property damage and product 
liability occurring upon, in or about the Demised Premises, such 
insurance to be written on an occurrence basis (not a claims made 
basis), with combined single limit primary coverage of not less than One 
Million Dollars ($1,000,000.00) and umbrella coverage of not less than 
an additional Four Million Dollars ($4,000,000.00), for each policy 
year.  The insurance coverage required under this Section 8(a)(i) shall, 
in addition, extend to any liability of Tenant arising out of the 
indemnities by Tenant in Section 11 and, if necessary, the policy shall 
contain a contractual endorsement to that effect.  

			(ii)	(A)	insurance on the "All-Risk" or equivalent 
form on a replacement cost basis against loss or damage to the Building 
and all other improvements now or hereafter located on the Land 
(including, without in any manner limiting the generality of the 
foregoing, flood insurance if the Demised Premises are located in a 
flood hazard area), exclusive of footings and foundation, having a 
deductible not greater than Twenty-Five Thousand Dollars ($25,000.00); 
and in an amount sufficient to prevent Landlord or Tenant from becoming 
a co-insurer of any loss, but in any event in amounts not less than 100% 
of the actual replacement value of the Building and such other 
improvements; provided, however, that whenever the stockholder equity of 
Tenant equals or exceeds $100,000,000.00, as evidenced by financial 
statements prepared and certified by independent public accountants and 
delivered to Landlord, Tenant shall have the right to increase the 
deductible to $250,000.00.  Notwithstanding anything in this Section 8, 
Tenant shall not be required to include, in any of the "All-Risk" 
insurance covering the Building or any component thereof, any coverage 
against loss or damage resulting from earthquake, unless such coverage 
is available without incremental premium cost to Tenant or Landlord 
elects, at its option, to pay such incremental cost.

				(B)	insurance on the "All-Risk" or equivalent 
form against abatement or loss of rental by reason of the occurrences 
covered by the insurance described in clause (A) above and by reason of 
any utility service interruptions in an amount equal to Minimum Rent and 
all Additional Rent for at least twelve (12) months following the 
occurrence of such casualty;

				(C)	boiler and machinery insurance covering 
losses to or from any steam boilers, pressure vessels or similar 
apparatus requiring inspection under applicable state or municipal laws 
or regulations which are located at the Demised Premises or on any other 
building systems for which such coverage is available, in amounts 
determined by Tenant to be appropriate or for such higher amounts as may 
at any time be reasonably required by Landlord and having a deductible 
of not more than Twenty-Five Thousand Dollars ($25,000.00)(provided, 
however, that whenever the stockholder equity of Tenant equals or 
exceeds $100,000,000.00, as evidenced by financial statements prepared 
and certified by independent public accountants and delivered to 
Landlord, Tenant shall have the right to increase the deductible to 
$250,000.00); coverage shall be on a broad form comprehensive basis, 
including loss of income with a limit of coverage which is reasonably 
acceptable to Landlord; and

				(D)	workmen's compensation and employer's 
liability insurance to the extent required by the laws of the state of 
Illinois.

		(b)	All policies of the insurance provided for in 
Section 8(a) shall be issued in form acceptable to Landlord by insurance 
companies with a rating of not less than "A," and financial size of not 
less than Class XII, in the most current available "Best's Insurance 
Reports", and licensed to do business in the state in which the Building 
is located.  Tenant shall have the right to increase the deductible 
amounts under the policies of insurance required by Sections 8(a)(ii)(A) 
and (C) above, subject to the approval of Landlord, such approval not to 
be unreasonably withheld; provided, however, that Landlord shall be 
entitled to withhold such approval unless Tenant is able to demonstrate 
that the requested increase in any such deductible is commercially 
reasonable for improvements comparable to the Building.  Each and every 
such policy:

			(i)	shall name Landlord as well as Landlord's 
Mortgagee, as defined in Section 24, and any other party reasonably 
designated by Landlord, as an additional insured.  In addition, the 
coverage described in Section 8(a)(ii) shall also name Landlord as "loss 
payee";

			(ii)	shall be delivered to Landlord prior to delivery 
of possession of the Demised Premises to Tenant and thereafter within 
thirty (30) days prior to the expiration of each such policy, and, as 
often as any such policy shall expire or terminate.  Renewal or 
additional policies shall be procured and maintained by Tenant in like 
manner and to like extent;

			(iii)	shall contain a provision that the insurer 
waives any right of subrogation against Landlord on account of any loss 
or damage occasioned to Landlord, its property, the Demised Premises or 
its contents arising from any risk covered by all risks fire and 
extended coverage insurance of the type and amount required to be 
carried hereunder, provided that such waiver does not invalidate such 
policies or prohibit recovery thereunder;

			(iv)	shall contain a provision that the insurer will 
give to Landlord and such other parties in interest at least ten (10) 
days notice in writing in advance of any material change, cancellation, 
termination or lapse, or the effective date of any reduction in the 
amounts of insurance; and

			(v)	shall be written as a primary policy which does 
not contribute to and is not in excess of coverage which Landlord may 
carry.

		(c)	Tenant shall, from and after the Lease Commencement 
Date, carry and maintain, at its sole cost and expense, insurance on the 
"all-risk" or equivalent form against loss or damage to the personal 
property of Tenant within the Building including, without limitation, 
stored inventory, with companies, amounts and terms of coverage 
reasonably deemed prudent by Tenant.  Landlord shall have no interest in 
or claim of any nature to the proceeds of any such insurance.  Any such 
policy of insurance covering personal property of Tenant shall contain a 
provision that the insurer waives any right of subrogation against 
Landlord.  At the request of Landlord, Tenant shall provide Landlord 
with a certificate of such insurance, issued by the carrier or its 
agent, setting forth the terms of coverage.  Tenant waives any claim 
against Landlord for damage to the personal property of Tenant arising 
from negligence of Landlord only to the extent such damage is covered by 
the insurance which Tenant is required to maintain pursuant to this 
subsection (c).

		(d)	Any insurance provided for in Section 8(a) may be 
maintained by means of a policy or policies of blanket insurance, 
covering additional items or locations or insureds; provided, however, 
that:

			(i)	Landlord and any other parties in interest from 
time to time designated by Landlord to Tenant shall be named as an 
additional insured thereunder as its interest may appear;

			(ii)	the coverage afforded Landlord and any such 
other parties in interest will not be reduced or diminished by reason of 
the use of such blanket policy of insurance;

			(iii)	any such policy or policies shall specify 
therein the amount of the total insurance allocated to the Tenant's 
improvements and property; and

			(iv)	the requirements set forth in this Section 8 are 
otherwise satisfied.

		(e)	In the event that Tenant shall fail to carry and 
maintain the insurance coverages set forth in this Section 8, Landlord 
may upon ten (10) days written notice to Tenant (unless such coverages 
will lapse, in which event no such notice shall be necessary) procure 
such policies of insurance and Tenant shall promptly reimburse Landlord 
therefor; provided that no Event of Default may occur until Landlord has 
given the written notice required by Section 23(a)(iv).  A single 
written notice from Landlord may constitute the written notice required 
by this subsection (e) and by Section 23(a)(iv) so long as the notice 
expressly references both Sections.

		(f)	Each party may, at any time, but not more than one (1) 
time in any  three (3) year period, require a review of the insurance 
coverage and limits of liability set forth in Section 8 to determine 
whether the coverage and the limits are reasonable and adequate in the 
then existing circumstances.  The review shall be undertaken on a date 
and at a time set forth in a party's notice requesting a review and 
shall be conducted at the Demised Premises.  If the parties are, after a 
review, unable to agree on either the coverage or the limits, then the 
parties shall employ the Dispute Resolution Procedure (as defined in 
Section 34) with insurance advisors having at least ten (10) years 
experience in insurance for commercial and industrial properties serving 
as Officials.  In rendering the decision the Officials shall consider 
the requirements of Section 8, the cost of the insurance to be obtained, 
inflation, changes in condition, and the insurance then being carried by 
similar light-industrial use developments in the area of the Project.

	9.	Utilities.  Commencing on the Lease Commencement Date and 
continuing through the remainder of the Term, Tenant shall be 
responsible for maintaining the portion of the utility lines located 
between the Land boundary line and the Building and shall promptly pay 
as billed to Tenant all rents and charges for water and sewer services 
and all costs and charges for gas, steam, electricity, fuel, light, 
power, telephone, heat and any other utility or service used or consumed 
in or servicing the Demised Premises and all other costs and expenses 
involved in the care, management and use thereof to the extent charged 
by the applicable utility companies.  Landlord will cause separate 
meters to be installed (to the extent not installed as of the Lease 
Date) at the Demised Premises to measure usage by Tenant of water, 
electricity and natural gas.  If Tenant fails to pay any utility bills 
or charges, Landlord may, at its option and upon reasonable notice to 
Tenant, pay the same and in such event, the amount of such payment, 
together with interest thereon at the Interest Rate as defined in 
Section 32 from the date of such payment by Landlord, will be added to 
Tenant's next due payment, as Additional Rent.

	10.	Taxes and Other Impositions.

		(a)	Commencing on the Lease Commencement Date and 
continuing through the remainder of the Term, Tenant shall be solely 
obligated to pay in full all Real Estate Taxes and Other Impositions (as 
hereinafter defined) for the Demised Premises, including the Building 
and the Land, which accrue during the Term.  Tenant acknowledges and 
agrees that Real Estate Taxes and other Impositions are payable by 
Tenant on an accrual basis and, accordingly, Tenant shall be liable for 
all Real Estate Taxes and Other Impositions which accrue from and after 
the Lease Commencement Date and thereafter throughout the Term, without 
regard for the date or dates on which installments of Real Estate Taxes 
and Other Impositions may, in fact, be due.  With respect to any Real 
Estate Taxes or Impositions, Tenant shall have the right to file with or 
against the authority imposing such tax or imposition a protest or 
challenge of the validity of any such sum provided that (i) Tenant shall 
timely file and diligently pursue to protest or challenge and keep 
Landlord apprised in writing of the status thereof, and (ii) neither 
Landlord nor the Demised Premises will be subject to levy or other legal 
action of any kind resulting from non-payment so long as Tenant is 
pursuing the protest or challenge.

		(b)	The term "Real Estate Taxes and Other Impositions", as 
used in this Lease shall mean all ad valorem taxes, water and sanitary 
taxes, assessments, liens, licenses and permit fees or any other taxes 
imposed, assessed or levied against the Land and the Demised Premises, 
and all other charges, impositions or burdens of whatever kind and 
nature, whether or not particularized by name, and whether general or 
special, ordinary or extraordinary, foreseen or unforeseen, which at any 
time during the Term may be created, assessed, confirmed, adjudged, 
imposed or charged upon or with respect to the Demised Premises, the 
Land, or any improvements made thereto, or on any part of the foregoing 
or any appurtenances thereto, or directly upon this Lease or the rent 
payable hereunder or amounts payable by any subtenants or other 
occupants of the Demised Premises, or upon this transaction or any 
documents to which Tenant is a party or successor-in-interest, or 
against Landlord because of Landlord's estate or interest herein, by any 
governmental authority, or under any law, including among others, all 
rental, sales, use, inventory or other similar taxes and any special tax 
bills and general, special or other assessments and liens or charges 
made on local or general improvements or any governmental or public 
power or authority whatsoever.

		(c)	Notwithstanding the foregoing, if any Real Estate 
Taxes or Other imposition shall be created, levied, assessed, adjudged, 
imposed, charged or become a lien with respect to a period of time which 
commences before the Lease Commencement Date or ends after the 
expiration date of the Term (other than an expiration date of the Term 
by reason of breach of any of the terms hereof by Tenant), then Tenant 
shall only be required to pay that portion which accrues during the 
Term.  If Tenant is permitted to pay (by the assessing and collecting 
authorities) and elects to pay any imposition in installments, Tenant 
shall nevertheless pay any and all installments thereof which are due 
prior to the expiration of the Term or sooner termination of the Term.  
Nothing contained in this Lease shall require Tenant to pay any income 
or excess profits or taxes assessed against Landlord, or any 
corporation, capital stock, franchise,estate, single business, 
inheritance, succession or transfer taxes imposed upon Landlord.  
Landlord agrees to deliver to Tenant copies of all notices of Real 
Estate Other Taxes and impositions which Landlord receives.

		(d)	Tenant agrees to pay all Real Estate Taxes and Other 
Impositions directly to the appropriate authority prior to the 
delinquency thereof.  Tenant acknowledges that ad valorem real property 
taxes for the Demised Premises are payable in arrears.  Accordingly, the 
property taxes (or a portion thereof) which will accrue during the final 
Lease Year will not be payable until a date after the end of the Term.  
During the final Lease Year of the Term, Tenant shall, after receipt of 
prior written notice from Landlord making specific reference to this 
Section 10 (d), pay to Landlord, in addition to making the payments 
which are due to the taxing authority during the Term, an amount equal 
to 1/12th of the Real Estate Taxes and Other Impositions which will 
accrue during such final Lease Year, but will not be due and payable 
until a date after the end of the Term.  Landlord shall estimate the 
amount of such monthly installments, based on the most recent 
information officially available from the relevant taxing authorities 
and shall give written notice to Tenant of the amount of the required 
payment.  Tenant acknowledges and agrees that the installments payable 
pursuant to this Section 10(d) are in addition to the Minimum Rent and 
Additional Rent otherwise required by this Lease.  At such time as the 
actual tax bill or bills (to the extent that the tax year or years 
covered by such bill or bills are within the final Lease Year) become 
available for the final Lease Year, Landlord shall send to Tenant copies 
of such bills.  To the extent, if any, that the amounts paid to Landlord 
may be insufficient to pay such bill or bills, Tenant shall pay any 
deficiency to Landlord within thirty (30) calendar days after receipt of 
a copy of the tax bill from Landlord, establishing the amount of the 
deficiency.  After payment in full of the actual tax bill or bills for 
the tax year or years covered by the final Lease Year, the amount, if 
any, by which the estimated payments by Tenant exceed the actual taxes 
shall be refunded to Tenant within thirty (30) calendar days after the 
date Landlord receives the applicable tax bill.  The provisions of this 
Section 10(d) shall survive expiration of this Lease.

		(e)	Tenant shall furnish Landlord, within thirty (30) days 
after receipt of a written request from Landlord, evidence of the 
payment of all Real Estate Taxes and Other Impositions during the twelve 
(12) months preceding recipt of the notice.

	11.	Maintenance and Repairs.

	(a)	From and after the Lease Commencement Date and throughout 
the Term, Tenant shall, at its own cost and expense, but subject to all 
of the obligations of Landlord under Sections 11(b), 18(f) and 18(h) of 
this Lease, maintain the Demised Premises, exterior and interior (but 
excluding maintenance and repair which is the obligation of the Landlord 
under subsection (b) of this Section 11 and under Sections 18(f)), in 
good condition and repair, including, without limitation, repair, 
maintenance and replacement (except as hereinafter provided to the 
contrary with respect to certain replacement obligations of Landlord) of 
the exterior walls (maintenance only, and not replacement, which is the 
responsibility of Landlord under subsection (b) of this Section 11), the 
floor (including both maintenance and replacement except as expressly 
provided to the contrary in subsection (b) of this Section 11), floor 
coverings, non-load bearing walls and columns of the Building and the 
interior of the Building, including but not limited to the electrical 
systems, heating, air conditioning and ventilation systems, plate glass, 
windows and doors, sprinkler and plumbing systems (but only to the 
extent such systems serve only the Demised Premises).  Tenant shall 
maintain in full force and effect a service contract for the heating, 
ventilation and air conditioning systems.  Tenant's obligations to 
repair and maintain the Demised Premises shall also include, without 
limitation, repair, maintenance and replacement of all plumbing and 
sewage facilities within and about the Demised Premises (including, 
specifically, but without limitation, the portion of water and sewer 
lines between the boundary of the Land and Building), fixtures, interior 
walls, floors, ceilings, windows, doors, storefronts, plate glass, 
skylights, all electrical facilities and equipment including, without 
limitation, lighting fixtures, lamps, fans and any exhaust equipment and 
systems, electrical motors, and all other appliances and equipment of 
every kind and nature located in, upon or about the Demised Premises 
including, without limitation, exterior lighting and fencing, and any 
sidewalks, parking areas and access ways (including, without limitation, 
curbs and striping) upon the Demised Premises and the landscaping and 
grounds surrounding the Building.  All glass, both interior and 
exterior, is at the sole risk of Tenant; and any broken glass shall be 
promptly replaced at Tenants expense by glass of like kind, size and 
quality.  Unless the same is caused solely by the negligence or willful 
misconduct of Landlord or its agents, employees or contractors, Landlord 
shall not be liable to Tenant or to any other person for any damage 
occasioned by failure in any utility system or by the bursting or 
leaking of any vessel or pipe in or about the Demised Premises, or for 
any damage occasioned by water coming into the Demised Premises or 
arising from the acts or neglects of occupants of adjacent property or 
the public.

		(b)	Landlord acknowledges and agrees that, during the Warranty 
Period (as defined in Section 18(h), below), Landlord shall be 
responsible for performing, and shall promptly perform, all repairs and 
maintenance of the Landlord's Work (as defined in Section 18(b)), other 
than repairs and maintenance required because of improper operation, 
misuse or negligence of Tenant (or its employees, agents or contractors) 
or third parties other than Landlord (or its employees, agents or 
contractors).  Tenant acknowledges that Landlord is not required, at the 
end of the Warranty Period, to have maintained the Demised Premises in a 
"like-new" condition and that the Demised Premises will, during the 
Warranty Period, be subject to normal wear and tear from use by Tenant 
and that Landlord has no duty or responsiblilty with respect to such 
wear and tear.  Notwithstanding the expiration of the Warranty Period, 
Landlord, at its own cost and expense, shall continue to be responsible 
throughout the Term for, and shall promptly perform as necessary, all 
maintenance, repair and replacement of the floor slab (but not floor 
coverings, which are the exclusive responsibility of Tenant unless the 
damage is caused by Landlord or its agents, employees or contractors or 
by a failure of Landlord to perform its obligations under this Lease) to 
the extent that the need for such maintenance, repair or replacement 
arises solely out of a failure of the floor slab to conform to the Plans 
and Specifications or latent defects in the materials or workmanship 
used or provided by Landlord in the original installation of the floor 
slab.  After the end of the Warranty Period, Landlord shall, at its own 
cost and expense, remain responsible throughout the Term for the repair, 
maintenance and replacement of the roof (and all components of the 
roof), foundation and structural frame (including load-bearing walls) of 
the Building.  After the end of the Warranty Period, Landlord shall 
transfer and assign to Tenant, without recourse (except for a warranty 
that there have been no previous assignments or pledges of such 
warranties), all warranties held by Landlord which cover any portion or 
component of the Demised Premises which must be maintained by Tenant 
pursuant to Section 11(a). 

			12.	Tenant's Personal Property; Indemnity.  All of 
Tenant's personal property in the Demised Premises shall be and remain 
at Tenant's sole risk, and Landlord shall not be liable for and Tenant 
hereby releases Landlord from any and all liability for theft thereof or 
any damage thereto occasioned by any acts or negligence of any third 
persons, or any act of God, except to the extent caused by the acts or 
negligence of Landlord, its agents, employees and contractors, or a 
failure of Landlord to perform its obligations under this Lease.  Tenant 
shall have the right at any time during the Term to remove any and all 
personal property of Tenant from the Demised Premises.    Each party 
hereby agrees to indemnify, defend, protect and hold the other party 
harmless from and against any and all losses, costs, liabilities, 
damages and expenses, including, but not limited to, penalties, fines, 
reasonable attorney's fees and costs actually incurred, but specifically 
excluding consequential and indirect damages (collectively,"Claims"), to 
the extent such Claims (i) are caused or result from the activities 
(including the negligence or willful conduct) of the indemnifying party 
or its respective agents, contractors or employees in or on the Demised 
Premises, Building or Land, and (ii) are not insured (or required to be 
insured) by the indemnified party pursuant to the provisions of this 
Lease; provided, however, that the foregoing indemnity shall not extend 
to any Claims to the extent resulting from the negligence or willful 
misconduct of the indemnified party.  The foregoing mutual indemnity is 
intended to be consistent with the waivers as set forth in Section 8 (e) 
of this Lease, pursuant to which (A) each party has waived its 
respective rights against the other party to the extent any losses, 
damages or other Claims are insured or required to be insured under 
property damage policies by such party pursuant to the provisions of 
this Lease, and (B) has agreed to cause such party's respective 
insurance carrier to include a waiver of subrogation (to the extent 
obtainable) in their respective property damage insurance policies.  The 
foregoing indemnities, and the waivers set forth in Section 8, are not 
intended to and shall not relieve any insurance carrier of its 
obligations to provide insurance coverage pursuant to insurance policies 
obtained pursuant to the provisions of this Lease.  The provisions of 
this Section 12 shall survive the expiration or earlier termination of 
this Lease.

	13.	Tenant's Fixtures.  Tenant shall have the right to install 
in the Demised Premises trade fixtures required by Tenant or used by it 
in its business, and if installed by Tenant, to remove any or all such 
trade fixtures from time to time during the Term and upon termination of 
this Lease; provided, however, that Tenant shall repair and restore any 
damage or injury to the Demised Premises (to the condition in which the 
Demised Premises existed prior to such installation) caused by the 
installation and/or removal of any such trade fixtures.

	14.	Signs.  Tenant shall have the right to install interior and 
exterior signs at the Demised Premises which comply with Governmental 
Requirements and the Protective Covenants  Any and all permitted signs 
shall be installed, maintained and, upon expiration or termination of 
the Term, removed by Tenant, at Tenant's sole expense.

	15.	[INTENTIONALLY OMITTED]

	16.	Governmental Regulations.  From and after the Commencement 
Date, Tenant shall, at Tenant's sole cost and expense, promptly comply 
(so long as compliance is required (i) solely as a result of the 
specific use being made by Tenant of the Demised Premises, as 
distinguished from a requirement applicable to any warehouse-
distribution building comparable to the Building irrespective of the use 
thereof by any particular occupant, (ii) with respect to the Base 
Building, solely as a result of construction of the Expansion 
Improvements or (iii) with respect to the Base Building and, if 
applicable, the Expansion Improvements, solely as a result of the 
installation or construction of any "Tenant Change", as defined in 
Section  19) with all applicable Governmental Requirements, and notices, 
orders, rules and regulations of the National Board of Fire 
Underwriters, or any other body now or hereafter constituted exercising 
similar functions, relating to all or any part of the Demised Premises.  
Without limiting the generality of the foregoing, Tenant shall keep in 
force at all times all licenses, consents and permits necessary for the 
lawful use of the Demised Premises by Tenant.  Tenant shall likewise 
observe and comply with the requirements of all policies of public 
liability, fire and other policies of insurance at any time in force 
with respect to the Demised Premises pursuant to Section 8.  Landlord 
shall, during the Primary Term, promptly comply at Landlord's expense 
with Governmental Requirements which relate to all or any part of the 
Demised Premises and which are applicable to any warehouse-distribution 
building comparable to the Building irrespective of the specific use 
thereof by any particular occupant.  If Tenant exercises its right under 
Section 3.5 to extend the Primary Term, Tenant will, from and after the 
end of the Primary Term, be responsible for and shall perform, at the 
expense of Tenant, the duties and obligations which were the 
responsibility of Landlord during the Primary Term under the preceding 
sentence of this Section 16; provided that Landlord shall, in all 
events, retain full and complete responsibility under this Section 16 
with respect to the components of the Demised Premises which must be 
maintained by Landlord at its expense pursuant to Section 11(b) after 
the end of the Warranty Period.  Anything in this Section 16 to the 
contrary notwithstanding, Landlord shall, throughout the Term, be 
responsible at its sole, cost and expense for compliance with 
Governmental Requirements affecting the Demised Premises to the extent 
that the Demised Premises did not comply with such Governmental 
Requirements at the time of Substantial Completion (hereinafter be 
referred to as "Landlord Exclusive Compliance Obligations").  Each of 
Landlord and Tenant shall have the right to challenge the applicability 
or validity of any Governmental Requirement which gives rise to a duty 
or obligation under this Section 16, subject to the conditions that the 
party instituting such action shall maintain the challenge diligently 
and continuously and that the challenge will prevent the imposition of 
any fine, penalty or other sanction on the other party or, with respect 
to challenges pursued by the Landlord, the closure of any portion of the 
Demised Premises; provided, however, that, with respect to any fine, 
penalty or sanction which involves only payment of a sum of money, the 
challenging party shall have the right to provide a bond or other 
security reasonably acceptable to the other party in the event of actual 
imposition of the fine, penalty or sanction..

	17.	Environmental Matters.

		(a)	For purposes of this Lease:

			(i)	"Contamination" as used herein means the 
uncontained or uncontrolled presence of or release of Hazardous 
Substances (as hereinafter defined) into any environmental media 
from, upon, within, below, into or on any portion of the Demised 
Premises, the Building, or the Project so as to require 
remediation, cleanup or investigation under any applicable 
Environmental Law (as hereinafter defined).

			(ii)	"Environmental Laws" as used herein means all 
federal, state, and local laws, regulations, orders, permits, 
ordinances or other requirements, concerning protection of human 
health, safety and the environment, all as may be amended from 
time to time.

			(iii)	"Hazardous Substances" as used herein means any 
hazardous or toxic substance, material, chemical, pollutant, 
contaminant or waste as those terms are defined by any applicable 
Environmental Laws (including, without limitation, the 
Comprehensive Environmental Response, Compensation and Liability 
Act, 42 U.S.C. 9601 et seq. ("CERCLA") and the Resource 
Conservation and Recovery Act, 42 U.S.C. 6901 et seq. ["RCRA"]) 
and any solid wastes, polychlorinated biphenyls, urea 
formaldehyde, asbestos, radioactive materials, radon, explosives, 
petroleum products and oil.

			(iv)	"Third Party Contamination" means Contamination 
of the the Demised Premises which is caused by or arises out of 
the acts or omissions of any person other than (i) Landlord or 
Tenant, (ii) their respective  employees, agents or contractors or 
(iii) subtenants or assignees of the interest of Tenant under this 
Lease.

		(b)	Landlord represents that, except as set forth in 
environmental reports delivered by Landlord to Tenant (i) Landlord has 
not treated, stored or disposed of any Hazardous Substances upon or 
within the Demised Premises, (ii) to Landlord's actual knowledge, 
without inquiry or investigation, no Hazardous Substances are present on 
or under the Land as of the date of this Lease, except as may be set 
forth in the environmental reports described on Exhibit "E" attached to 
this Lease, copies of which have been delivered to Tenant prior to the 
Lease Date, (iii) all activities of Landlord in constructing the 
Landlord's Work pursuant to Section 17 of this Lease will be conducted 
in compliance with Environmental Laws, (iv) Landlord has received no 
written notices of any violation of Environmental laws pertaining to the 
Land or the Building, and (v) Landlord will not treat, store or dispose 
of any Hazardous Substances upon or within the Demised Premises in 
connection with the construction of the Landlord's Work, except such 
Hazardous Substances which are routinely used in connection with such 
construction work or activities, but then only in compliance with 
Environmental Laws.

		(c)	Tenant represents that all its activities on the 
Demised Premises or the Project during the course of this Lease will be 
conducted in compliance with Environmental Laws.  Tenant represents 
that, with respect to its activities affecting the Demised Premises, it 
is currently in compliance with all applicable Environmental Laws and 
that there are no pending or threatened notices of deficiency, notices 
of violation, orders, or judicial or administrative actions involving 
alleged violations by Tenant of any Environmental Laws which could 
affect the Demised Premises or the performance by Tenant of its 
obligations under this Lease.  Tenant, at Tenant's sole cost and 
expense, shall be responsible for obtaining all permits or licenses or 
approvals under Environmental Laws necessary for Tenant's operation of 
its business on the Demised Premises and shall make all notifications 
and registrations required by any applicable Environmental Laws.  
Tenant, at Tenant's sole cost and expense, shall at all times comply 
with the terms and conditions of all such permits, licenses, approvals, 
notifications and registrations and with any other applicable 
Environmental Laws affecting in any way the Demised Premises.  Tenant 
represents and agrees that it will obtain all such permits, licenses or 
approvals and make all such notifications and registrations required by 
any applicable Environmental Laws necessary for Tenant's operation of 
its business on the Demised Premises.

		(d)	Tenant shall not cause or knowingly permit any 
Hazardous Substances to be brought upon, kept, stored or used in or 
about the Demised Premises, the Building, or the Project without the 
prior written consent of Landlord, which consent may be granted or 
withheld in the absolute discretion of Landlord; provided, however, that 
the consent of Landlord shall not be required for the use at the Demised 
Premises of (i) cleaning supplies, toner for photocopying machines and 
other similar materials, in containers and quantities reasonably 
necessary for and consistent with normal and ordinary use by Tenant, at 
the Demised Premises, in the routine operation or maintenance of 
Tenant's office equipment or in the routine janitorial service, cleaning 
and maintenance for the Demised Premises and (ii) Hazardous Substances 
which are components of the products associated with the Primary Use, 
e.g. (but not by way of limitation) pet shampoos and flea treatments; 
provided that such products will be stored and distributed in and from 
the Demised Premises only in bottles and other containers which are 
filled at locations other than the Demised Premises.  

		(e)	Tenant shall not cause or knowingly permit the release 
of any Hazardous Substances by Tenant or its agents, contractors or 
employees into any environmental media such as air, water or land, or 
into or on the Demised Premises, the Building or the Project in any 
manner that violates any Environmental Laws.  If such release shall 
occur, Tenant shall (i) take all steps reasonably necessary to contain 
and control such release and any associated Contamination, (ii) clean up 
or otherwise remedy such release and any associated Contamination to the 
extent required by, and take any and all other actions required under, 
applicable Environmental Laws and (iii) notify and keep Landlord 
reasonably informed of such release and response.

		(f)	Regardless of any consents granted by Landlord 
pursuant to Section 17(d) allowing Hazardous Substances upon the Demised 
Premises, Tenant shall under no circumstances whatsoever (i) cause or 
knowingly permit any activity on the Demised Premises which would cause 
the Demised Premises to become subject to regulation as a hazardous 
waste treatment, storage or disposal facility under RCRA or the 
regulations promulgated thereunder; (ii) discharge Hazardous Substances 
into the storm sewer system serving the Project; or (iii) install any 
underground storage tank or underground piping on or under the Demised 
Premises.

		(g)	Tenant shall and hereby does indemnify Landlord and 
hold and defend Landlord harmless from and against any and all 
reasonable and actual expense, loss, and liability suffered by Landlord 
(but excluding indirect or consequential damages and excluding expenses, 
losses, and liabilities arising from Landlord's own negligence or 
willful act), by reason of Tenant's storage, generation, handling, 
treatment, transportation, disposal, or arrangement for transportation 
or disposal, of any Hazardous Substances (whether accidental, 
intentional, or negligent) or by reason of Tenant's breach of any of the 
provisions of this Section 17.  Such expenses, losses and liabilities 
shall include, without limitation, (i) any and all reasonable expenses 
that Landlord may incur to comply with any Environmental Laws as a 
result of Tenant's failure to comply therewith; (ii) any and all 
reasonable costs that Landlord may actually incur in studying or 
remedying any Contamination at or arising from the Demised Premises as a 
result of a failure by Tenant to comply with this Section 17 or 
Environmental Laws; (iii) any and all costs that Landlord may incur in 
studying, removing, disposing or otherwise addressing any Hazardous 
Substances which are present at the Demised Premises as a result of a 
failure by Tenant to comply with this Section 17 or Environmental Laws; 
(iv) any and all fines, penalties or other sanctions assessed upon 
Landlord by reason of Tenant's failure to comply with Environmental 
Laws; and (v) any and all reasonable legal and professional fees and 
costs incurred by Landlord in connection with the foregoing.  
Notwithstanding the foregoing, Tenant shall have the right and 
obligation to undertake and perform all such studying, remedying, 
removing, disposing or otherwise addressing any Hazardous Substances 
which are the responsibility of Tenant under this subsection (g), and 
Landlord shall not perform such acts unless Tenant has failed or refused 
to perform such acts within thirty (30) calendar days after receipt of 
written notice from Landlord; provided that if the condition requiring 
action by Tenant cannot be corrected or remediated within such thirty 
(30) day period, Landlord shall not be entitled to act so long as Tenant 
commences the required action within said thirty (30) day period and 
thereafter diligently pursues such action to completion within a 
reasonable time.  The indemnity contained herein shall survive the 
termination or expiration of this Lease.

		(h)	Landlord shall have the right, but not the obligation, 
to enter the Demised Premises at reasonable times throughout the Term, 
after prior written notice to Tenant, to audit and inspect the Demised 
Premises for Tenant's compliance with this Section 17.

		(i)	Landlord hereby agrees to indemnify Tenant and hold 
Tenant harmless from and against any and all reasonable and actual 
expense, loss and liability suffered by Tenant (but excluding indirect 
or consequential damages and excluding expenses, losses, and liabilities 
arising from Tenant's own negligence or willful act) as a result of 
Landlord's breach of Section 17(b), or by reason of storage, generation, 
handling, treatment, transportation or disposal or arrangement for 
transportation or disposal of any Hazardous Substances upon or within 
the Demised Premises by Landlord, its agents, employees or contractors.  
For purposes of such indemnity, Tenant's permissible expenses shall 
include only (A) any and all reasonable expenses which Tenant may 
actually incur to comply with any Environmental Laws, (B) any and all 
reasonable expenses which Tenant may actually incur in studying or 
remedying any Contamination, (C) any and all reasonable costs which 
Tenant may actually incur in studying, removing, disposing at the 
Demised Premises or otherwise addressing any Hazardous Substances at the 
Demised Premises, (D) any and all fines, penalties or other sanctions 
assessed upon Tenant, and (E) any and all reasonable legal and 
reasonable professional expenses which Tenant may actually incur in 
connection with the foregoing.  Notwithstanding the foregoing, Landlord 
shall have the right and obligation to undertake and perform all such 
studying, remedying, removing, disposing or otherwise addressing any 
Hazardous Substances which are the responsibility of Landlord under this 
subsection (i), and Tenant shall not perform such acts unless (x) Tenant 
is specifically required by Environmental Laws to perform such acts, and 
(y) Landlord has failed or refused to perform such acts within thirty 
(30) calendar daysafter receipt of written notice from Tenant; provided 
that if the condition requiring action by Landlord cannot be corrected 
or remediated within such thirty (30) day period, Tenant shall not be 
entitled to act so long as Landlord commences the required action within 
said thirty (30) day period and thereafter diligently pursues such 
action to completion within a reasonable time.  In addition to the 
foregoing indemnity, if, as a result of Third Party Contamination, (1) 
Tenant vacates the Demised Premises pursuant to subsection (j), below, 
and (2) a federal, state or local governmental authority files suit 
against Landlord and obtains a final judgment holding Landlord liable 
for the cost of remediating the Third Party Contamination which caused 
Tenant to vacate, Landlord shall and hereby does indemnify Tenant and 
hold and defend Tenant harmless from and against (i) any and all 
reasonable out-of-pocket moving expenses which Tenant actually incurred 
in relocating the business conducted at the Demised Premises to another 
facility in the Chicago, Illinois metropolitan area (but no 
consequential or indirect costs or damages of any kind) and (ii) the 
unamortized value of the Tenant's Work, as calculated on a straight-line 
basis over the Primary Term.  After Substantial Completion, Tenant 
shall, within thirty (30) calendar days after receipt of a written 
request from Landlord, provide Landlord reasonable written evidence of 
the original cost of the Tenant's Work (which may not include any cost 
for items of movable personal property).The indemnities contained herein 
shall survive the termination or expiration of this Lease.

		(j)	If Contamination not caused by Tenant is found to 
exist in, on or under the Demised Premises and such Contamination 
actually prevents (by virtue of the application or enforcement of 
applicable Environmental Laws by a governmental authority or a 
demonstrable hazard to human health) Tenant from occupying any material 
part of the Demised Premises for the conduct of Tenant's normal business 
operations for a period of thirty (30) or more continuous calendar days, 
then Tenant shall have the right to terminate this Lease by giving 
written notice to Landlord; if such written notice is properly given, 
this Lease shall terminate on the later to occur of the date on which 
Tenant gives the written notice or actually vacates the Demised 
Premises.  Unless the Contamination is the result of facts or 
circumstances which constitute a breach by Landlord of or material 
inaccuracy in the representations, warranties and covenants of Landlord 
contained in subsection (b) of this Section 17 or is otherwise within 
the scope of Landlord's indemnities of Tenant in Section 17(i), above, 
the foregoing right to terminate this Lease shall be the sole and 
exclusive remedy of Tenant with respect to the existence of such 
Contamination.  If the Contamination results from a breach or material 
inaccuracy of the representations, warranties and covenants by Landlord 
in subsection (b) of this Section 17 or is otherwise within the scope of 
Landlord's indemnities of Tenant in Section 17(i), above, nothing 
contained in this subsection (j) is intended to limit or impair the 
right of Tenant to demand performance by Landlord of its indemnity and 
other obligations under subsection (i) of this Section 17.

	18.	Plans and Specifications for Construction of Demised 
Premises.

		(a)	Tenant hereby approves the plans and specifications 
for the base Building described on Exhibit G attached hereto and 
incorporated herein by this reference ("Base Building Plans and 
Specifications").  Within thirty (30) days after the Lease Date, 
Landlord shall prepare, at Landlord's sole cost and expense, and submit 
to Tenant a set of plans and specifications and/or construction drawings 
for the office improvements in the Building (collectively, the 
"Additional Plans and Specifications") based on the preliminary plans 
and specifications and/or preliminary floor plans set forth on Exhibit 
G-1 attached hereto and incorporated herein, covering certain work to be 
performed by Landlord in completing the Building and constructing 
interior improvements for the Demised Premises.  Tenant shall have ten 
(10) business days to approve the proposed Additional Plans and 
Specifications.  A failure of any proposed plans or specifications to 
conform to Exhibit G-1 shall be a proper basis for disapproval.  Any 
subsequent changes to the Additional Plans and Specifications requested 
by Tenant shall be at Tenant's sole cost and expense and subject to 
Landlord's written approval.  Any change in the Additional Plans and 
Specifications initiated by a party other than Tenant shall be 
undertaken at the expense of a party other than Tenant.  Tenant shall 
have no right or power to request or require any changes in the Base 
Building Plans and Specifications.  Landlord shall have the right to 
make substitutions for  materials called for in the Base Building Plans 
and Specifications without Tenant's written consent, so long as any 
substituted materials have a quality equal to or higher than the quality 
specified in the Base Building Plans and Specifications.  Tenant shall 
have the right to propose or request changes in the Additional Plans and 
Specifications subject to Landlord's written approval which approval 
shall not be unreasonably with held or delayed (herein referred to as a 
"Change Order"); provided that Tenant shall have no right to request any 
change which would materially alter the scope of Landlord's Work, alter 
the exterior appearance of the Building or result in a delay in the 
occurrence of Substantial Completion.  The cost to Tenant for Change 
Orders shall be Landlord's cost plus ten percent (10%) of such amount as 
Landlord's overhead.

		(b)	Landlord shall, at its sole cost and expense perform 
the work contemplated by the Additional Plans and Specifications, and in 
accordance with the terms and conditions of this Lease ("Landlord's 
Work").  Landlord shall make no changes to the Additional Plans and 
Specifications without Tenant's written consent, with the exception of 
immaterial details which will not affect Tenant's use and occupancy of 
the Building.  Landlord shall have the Additional Plans and 
Specifications sealed by the Architect, obtain all required building 
permits, certificates and licenses and thereafter, in accordance with 
all applicable law and insurance requirements, perform Landlord's Work 
in a diligent and good and workmanlike manner, subject to Permitted 
Delay and Tenant Delay (as those terms are defined below).

		(c)	Landlord shall use reasonable speed 
and diligence to achieve Substantial Completion, at Landlord's 
sole cost and expense, on or before April 7, 1998, provided that, 
except for certain liquidated damages hereinafter described, 
Landlord shall not be liable to Tenant in any way for achieving 
Substantial Completion after such target date.  In the event 
Landlord fails to achieve Substantial Completion by April 7, 1998, 
as extended by Permitted Delay, then, in such event, this Lease 
shall remain in full force and effect and Tenant shall be entitled 
to the following:

(i)	If Substantial Completion is achieved after April 7, 
1998, as such date may be extended by Permitted Delay, but not 
later than April 14, 1998, as such date may be extended by 
Permitted Delay, Landlord shall pay to Tenant liquidated damages, 
for late delivery, in the amount of $1125.00 per day for each 
calendar day after April 7, 1998, through and including April 14, 
1998, as extended by Permitted Delay, that Substantial Completion 
is not achieved, payable to Tenant in the form of a credit against 
Base Rent; and

(ii)	If Substantial Completion is achieved on or 
after April 15, 1998, as such date may be extended by 
Permitted Delay, Landlord shall pay to Tenant liquidated 
damages, for late delivery, in the amount of $5,000.00 per 
day for each calendar day after April 14, 1998, to but not 
including the date that Substantial Completion is actually 
achieved, as those dates may be extended by Permitted Delay, 
payable to Tenant in the form of a credit against Base Rent.

		(d)	Landlord acknowledges that Tenant desires to obtain 
access to the Demised Premises prior to the occurrence of Substantial 
Completion for the purpose of performing the work described on 
Exhibit "G-2" (collectively, the "Tenant's Work").  Landlord shall 
exercise a good faith effort to achieve, thirty (30) calendar days prior 
to Substantial Completion, a level of completion of the Landlord's Work 
which will allow the Tenant lawful access to the Demised Premises for 
the purpose of performing Tenant's Work ("Partial Completion").  
Landlord shall likewise endeavor in good faith to give to Tenant 
reasonable prior notice of the anticipated date of Partial Completion.  
Tenant shall have the right, upon the occurrence of Partial Completion, 
to enter the Demised Premises in order to perform the Tenant's Work.  
Prior to commencement of installation of Tenant's Work, Tenant shall 
submit to Landlord reasonably detailed plans and specifications for 
Tenant's Work, which shall be subject to the approval of Landlord, not 
to be unreasonably withheld, delayed or conditioned.  Landlord shall 
have no liability for a failure to achieve Partial Completion by the 
date specified in this subsection (d).  In connection with entry by 
Tenant after Partial Completion, (i) Tenant shall not interfere with 
Landlord's completion of the Landlord's Work, provided that Landlord 
shall use reasonable efforts to accommodate Tenant's Work, (ii) Tenant 
shall not begin operation of its business or store any inventory or 
other personal propety in the Demised Premises and (iii) Tenant shall 
enter the Demised Premises at its sole risk, whether from personal 
injury, property damage, theft or otherwise.

		(e)	The Substantial Completion target date of April 7, 
l998, shall be extended for one (1) day for each day that Substantial 
Completion is delayed:

			(i)	solely as a result of the failure by Tenant to 
timely approve or disapprove the Plans and Specifications, or as a 
result of Change Orders or other changes requested by Tenant in the 
Additional Plans and Specifications after the Tenant's approval thereof 
(collectively referred to herein as "Tenant Delay"); or

			(ii)	due to strikes or other labor troubles not 
specific to the Demised Premises, governmental moratoria, war or other 
national emergency, non-availability of materials or supplies, delay in 
transportation, accidents, floods, fire, damage or other casualties, 
weather or acts or omissions of Tenant,all beyond the reasonable control 
of Landlord (collectively referred to herein as "Permitted Delay").  The 
inability or refusal of Landlord to make any monetary payment shall not 
constitute or result in an Permitted Delay.  Any extension of time for 
Permitted Delay will be allowed only if the party claiming the extension 
gives written notice to the other party of the facts or circumstances 
which gave rise to the claim within ten (10) business days after the 
occurrence of the event or circumstance.

		(f)	On or prior to the date of Substantial Completion of 
the Demised Premises, a representative of Landlord and a representative 
of Tenant together shall inspect the Demised Premises and, within 
fifteen (15) days thereafter, generate a punchlist of defective or 
uncompleted items relating to the completion of construction of the 
improvements within the Demised Premises, which punchlist shall indicate 
the estimation by the parties of the cost of each item.  Landlord shall, 
within a reasonable time after such punchlist is prepared and agreed 
upon by Landlord and Tenant, complete such incomplete work and remedy 
such defective work as are set forth on the punchlist.

		(g)	Upon the Lease Commencement Date, Tenant shall execute 
and deliver to Landlord a letter confirming the Lease Commencement Date 
and expiration date of this Lease.

		(h)	Landlord hereby warrants to Tenant that the materials 
and equipment furnished by Landlord's contractors in the completion of 
Landlord's Work will be of good quality and new, that during the one (1) 
year period following the date of Substantial Completion of Landlord's 
Work ("Warranty Period"), such materials and equipment and the work of 
such contractors shall be free from defects not inherent in the quality 
required or permitted hereunder, and that such work will conform to the 
Plans and Specifications (the foregoing referred to herein as 
"Landlord's Warranty").  This warranty shall exclude damages or defects 
to the extent caused by abuse by Tenant, its employees, invitees, 
licensees, contractors and agents, improper or insufficient maintenance, 
improper operation, or normal wear and tear under normal usage.

		(i)	For purposes of this Lease, the term "Substantial 
Completion" or any grammatical variation thereof shall mean sufficient 
completion of construction of the Demised Premises in accordance with 
the Plans (as defined in Section 18), so that Tenant can lawfully occupy 
the Demised Premises, as evidenced by the delivery by Landlord to Tenant 
of a Certificate of Occupancy or its equivalent (or Temporary 
Certificate of Occupancy or its equivalent) for the Building issued by 
the appropriate governmental authority if so required by applicable law.  
Tenant acknowledges that (i) because of weather conditions at the time 
of Substantial Completion, the landscaping for the Demised Premises will 
not be installed and a portion of the parking, dock and trailer areas 
will not be paved.and (ii) the absence of landscaping and the existence 
of the unpaved areas will not prevent the occurrence of Substantial 
Completion.  Landlord will cover the unpaved areas with gravel in a 
manner which will permit use thereof by Tenant as of the time of 
Substantial Completion of the Building.  Landlord will cause the 
landscaping and paving to be completed in accordance with the Plans and 
Specifications as soon as (1) weather permits and (2) asphalt plants in 
the area reopen in the spring.  In the event completion to such extent 
is delayed because of Tenant Delay, as defined herein, then Substantial 
Completion shall be deemed to mean the date when the Demised Premises 
would have been completed to such extent but for such Tenant Delay, as 
determined by Philip Prince & Associates ("Architect").  In the event 
Tenant shall dispute the determination of such date by the Architect, 
the parties shall utilize the Dispute Resolution Procedure as defined in 
Section 34, with Qualified Architects serving as Officials.  For 
purposes of this Lease, the Architect shall be deemed a "Qualified 
Architect" for Landlord.  Tenant shall be entitled to designate its 
"Qualified Architect" at any time by written notice to Landlord.

		(j)	Within thirty (30) calendar days after the Lease 
Commencement Date, Tenant shall execute and deliver to Landlord a letter 
of acceptance confirming that the Lease Commencement Date and Expiration 
Date remain as set forth in Section 1, or if revised pursuant to the 
terms hereof, setting forth such dates as so revised.  Within thirty 
(30) calendar days after Substantial Completion, Landlord shall deliver 
to Tenant a written certification of an architect, duly licensed as such 
under the laws of the State of Illinois, of the square footage contained 
in the Building, based on a "drip-line" measurement from the outside of 
the exterior walls of the Building.  The square footage so certified by 
such architect shall determine the Building Square Footage for all 
purposes under this Lease, including, without limitation, calculation of 
Annual Minimum Rent, Monthly Minimum Rent Installments and the amount of 
the Purchase Price.  The Annual Minimum Rent and Monthly Minimum Rent 
Installments shall be adjusted on the basis of the square footage of the 
Building so certified by such architect, using the following amount for 
calculation:

		Lease Year one (1)	$2.89 per square foot

		Lease Year two (2)	$2.94 per square foot

		Lease Years three (3)
		through five (5)	$2.99 per square foot

		Lease Years six (6)
		and seven (7)	$3.41 per square foot

Tenant shall have the right to accompany the Architect when the 
measurements are being made.  If Tenant is not reasonably satisfied with 
said measurements, Tenant shall have the right to require a second set 
of measurements pursuant to the Dispute Resolution Procedure (as defined 
in Section 34).

		18.2	Landlord Warranties.  In connection with the 
performance by Landlord of its obligations under this Section 18, 
Landlord hereby represents and warrants to Tenant as follows:

		(a)	Landlord is the owner of the Demised Premises, subject 
to the Permitted Encumbrances;

		(b)	The Building, including the Landlord's Work, will, 
upon achieving Substantial Completion, comply with all applicable 
Governmental Requirements;

		(c)	As of the Lease Date, the Primary Use is lawful under 
all applicable Governmental Requirements and is permissible under the 
Protective Covenants; and

		(d)	As of the Lease Date, no default has occurred and is 
continuing under the Protective Covenants with respect to the Demised 
Premises (and no event has occurred which, with the passage of time or 
the giving of notice, or both, would become a default) and Landlord has 
received no notice (and has no actual knowledge) of any violation by the 
Demised Premises of any Governmental Requirements.

	19.	Tenant Alterations and Additions.

		(a)	Any alteration, improvement, or addition to the 
Demised Premises performed by Tenant pursuant to this Section 19 is 
hereinafter referred to as a "Tenant Change".  Subject to compliance 
with the provisions of this Section 19, Tenant shall, so long as Tenant 
maintains the Minimum Net Worth, have the right to undertake Tenant 
Changes without the prior consent of Landlord, but subject to compliance 
with all the provisions of this Section 19, if, and only if, (i) the 
Tenant Change affects only the interior of the Demised Premises, (ii) 
the Tenant Change does not affect the roof or any structural element of 
the Demised Premises and (iii) the Tenant Change does not alter any of 
the utility systems of the Building; provided, however, that, not less 
than ten (10) calendar days prior to commencing the performance of any 
Tenant Change which Tenant has determined does not require the prior 
consent of Landlord, Tenant shall give Landlord prior written notice of 
the intended Tenant Change, which notice must describe the nature of the 
work to be perfomed with sufficient detail to enable Landlord to 
determine that the requirements of this Section 19 have been satisfied.  
Tenant shall not make or permit to be made any other Tenant Change 
without first obtaining on each occasion Landlord's prior written 
consent (which consent Landlord agrees not unreasonably to withhold) and 
Mortgagee's prior written consent (if such consent is required).  With 
respect to any such Tenant Change requiring Landlord's prior written 
consent, Tenant shall furnish Landlord with a full set of plans and 
specifications for any such Tenant Change prior to the commencement 
thereof together with an original builder's risk policy of insurance in 
form and amount of coverage reasonably acceptable to Landlord, showing 
Tenant as named insured, and Landlord and Mortgagee (if applicable) as 
loss payees.  If Landlord, at the time of giving its approval to any 
Tenant Change, notifies Tenant that approval is conditioned upon 
restoration, then upon written request of Landlord, Tenant shall, at its 
sole cost and expense and upon the termination of this Lease, remove the 
same and restore the Demised Premises to its condition prior to such 
Tenant Change, ordinary wear and tear excepted.  Any Tenant Change not 
requiring the consent of Landlord and which is performed or undertaken 
by Tenant must, absent written agreement by Landlord to the contrary, be 
fully removed from the Demised Premises prior to the end of the Term and 
the Demised Premises must be restored to its condition prior to such 
Tenant Change, ordinary wear and tear excepted.  The term "Tenant 
Change", as used in this Lease, does not include either the Allowance 
Work or the Tenant's Work.

		(b)	All Tenant Changes shall be performed in accordance 
with all legal requirements applicable thereto and in a good and 
workmanlike manner with materials having a quality not lower than the 
quality of materials used in the Building and, upon completion of any 
Tenant Change, Tenant shall furnish to Landlord "as-built" drawings 
showing the location and type thereof.  No Tenant Change shall impair 
the structural strength of the Building or reduce its value, Tenant 
shall take or cause to be taken all steps that are required or permitted 
by law in order to avoid the imposition of any materialmen's or 
mechanics' liens upon the Building or the Demised Premises, and Tenant 
shall pay the full cost of any Tenant Change.If, but only if, the 
stockholder equity of Tenant is less than the Minimum Net Worth, 
Landlord shall have the right to require from Tenant, as a condition of 
granting its consent, reasonable security, such as payment and 
performance bonds, to insure payment of the cost of the requested Tenant 
Change.  Subject to the obligation of Tenant to remove Tenant Changes in 
the manner described above in this Section 19, Tenant Changes shall 
immediately upon completion or installation thereof be and become part 
of the Demised Premises and the property of Landlord without payment 
therefor by Landlord and shall be surrendered to Landlord upon the 
expiration or earlier termination of the Term.  With respect to any 
Tenant Change, whether or not requiring Landlord's prior consent, 
Landlord shall have no duty or obligation to make any replacement or 
repair thereto, whether interior or exterior, structural or non-
structural, ordinary or extraordinary or as required to comply with any 
law.

	20.	Services by Landlord.  From and after the Lease Commencement 
Date, Landlord shall be responsible for providing no services to the 
Demised Premises whatsoever, except for the services for which Landlord 
is specifically obligated pursuant to Section 11(b) and Sections 18 (f) 
and (h).

	21.	Fire and Other Casualty.

		(a)	If the Building or other improvements on the Land 
shall be damaged or destroyed by fire or other casualty, Tenant, at 
Tenant's sole cost and expense, shall promptly and diligently proceed to 
adjust the loss with the insurance companies (subject to the approval of 
the Mortgagee (if applicable) and of Landlord, not to be unreasonably 
withheld, delayed or conditioned) and arrange for the disbursement of 
insurance proceeds, and repair, rebuild or replace such Building and 
other improvements, so as to restore the Demised Premises to the 
condition in which they were immediately prior to such damage or 
destruction.  The net proceeds of any insurance recovered by reason of 
such damage or destruction in excess of the cost of adjusting the 
insurance claim and collecting the insurance proceeds (such excess being 
referred to herein as the "Net Insurance Proceeds") shall be held by the 
Mortgagee (provided that such Mortgagee is a bank, savings association, 
insurance company or other similar institutional lender; herein called 
"Institutional Lender"), or, if no Institutional Lender then holds a 
mortgage lien, or deed of trust on the Demised Premises, by any national 
or state chartered bank which is reasonably acceptable to Landlord and 
Tenant; and the Net Insurance Proceeds shall be released for the purpose 
of paying the fair and reasonable cost of restoring such Building and 
other improvements.   Such Net Insurance Proceeds shall be released to 
Tenant, or to Tenant's contractors, from time to time as the work 
progresses, pursuant to such requirements and limitations as may be 
reasonably acceptable to Landlord and Mortgagee (if the Mortgagee so 
requires), including, without limitation, lien waivers from each of the 
contractors, subcontractors, materialmen and suppliers performing the 
work.  If the Net Insurance Proceeds (less any applicable deductible) 
are insufficient to restore the Demised Premises, Tenant shall be 
obligated to pay such deficiency and the amount of any such deductible.  
Notwithstanding the foregoing, if the Net Insurance Proceeds are less 
than Twenty-Five Thousand Dollars ($25,000.00)(which amount will 
automatically be increased to $250,000.00 whenever the stockholder 
equity of Tenant equals or exceeds the Minimum Net Worth), and if the 
Mortgagee agrees in writing, such Net Insurance Proceeds may be held by 
Tenant and used by Tenant to pay the fair and reasonable cost of 
restoring such Demised Premises and other improvements.  If the Net 
Insurance Proceeds exceed the full cost of the repair, rebuilding or 
replacement of the damaged Building or other improvements, if the 
Mortgagee does not retain such excess proceeds and apply the same on 
account of the debt owed to it, then the amount of such excess Net 
Insurance Proceeds shall be paid to Tenant upon the completion of such 
repair, rebuilding or replacement.  Landlord agrees not unreasonably to 
withhold or delay any approvals required to be obtained by Tenant from 
Landlord pursuant to the provisions of this Section 21(a).

		(b)	Whenever Tenant shall be required to carry out any 
work or repair and restoration pursuant to this Section 21, Tenant, 
prior to the commencement of such work, shall deliver to Landlord for 
Landlord's prior approval (which shall not be unreasonably withheld or 
delayed) a full set of the plans and specifications therefor, together 
with a copy of all approvals and permits which shall be required from 
any governmental authority having jurisdiction.  After completion of any 
major repair or restoration, Tenant shall, as soon as reasonably 
possible, obtain and deliver to Landlord a Certificate of Substantial 
Completion from the inspecting architect and a permanent Certificate of 
Occupancy (or amended Certificate of Occupancy), if required by 
applicable laws, issued by the appropriate authority with respect to the 
use of the Demised Premises, as thus repaired and restored.  Any such 
work or repair and restoration, in all cases, shall be carried out by 
Tenant in a good and workmanlike manner with materials at least equal in 
quality to the original materials used therefor prior to the damage or 
destruction.  If, after a default by Tenant, Landlord shall carry out 
any such work or repair and restoration pursuant to the provisions of 
this Section 21, then Landlord shall be entitled to withdraw monies held 
for application to the costs of such work from time to time as such 
costs are incurred.

	22.	Condemnation.

		(a)	If all of the Demised Premises is taken or condemned 
for a public or quasi-public use, this Lease shall terminate as of the 
earlier of the date title to the condemned real estate vests in the 
condemnor and the date on which Tenant is deprived of possession of all 
of the Demised Premises.  In such event, the Minimum Rent herein 
reserved and all Additional Rent and other sums payable hereunder shall 
be apportioned and paid in full by Tenant to Landlord to that date, all 
Minimum Rent, Additional Rent and other sums payable hereunder prepaid 
for periods beyond that date shall forthwith be repaid by Landlord to 
Tenant, and neither party shall thereafter have any liability hereunder, 
except that any obligation or liability of either party, actual or 
contingent, under this Lease which has accrued on or prior to such 
termination date shall survive.

		(b)	In the event of a taking of "Substantially All of the 
Demised Premises" (as herein defined), Tenant may, at its option, upon 
thirty (30) days' written notice to Landlord, which shall be given no 
later than sixty (60) days following the taking, have the right to 
terminate this Lease.  All Minimum Rent and other sums payable by Tenant 
hereunder shall be apportioned and paid through and including the date 
of taking, and neither Landlord nor Tenant shall have any rights in any 
compensation or damages payable to the other in connection with such 
condemnation.  For purposes of this provision, "Substantially All of the 
Demised Premises" shall mean (i) so much of the Demised Premises as, 
when taken, leaves the untaken portion unsuitable, in the reasonable 
opinion of Tenant and Landlord, for the continued feasible and economic 
operation of the Demised Premises by Tenant for the same purposes as 
immediately prior to such taking or as contemplated herein, or (ii) so 
many of the parking spaces on the Land as reduces the parking ratio 
below that which is required by the zoning ordinance applicable to the 
Project, and Landlord's failure to provide substantially similar 
alternative parking reasonably acceptable to Tenant within sixty (60) 
days after such taking, or (iii) so much of the Demised Premises that 
access to the Demised Premises is materially impeded, as reasonably 
determined by Landlord and Tenant.

		(c)	If only part of the Demised Premises is taken or 
condemned for a public or quasi-public use and this Lease does not 
terminate pursuant to Section 22(b) above, Tenant shall restore, using 
all reasonable speed and diligence, the Demised Premises to a condition 
and to a size as nearly comparable as reasonably possible to the 
condition and size thereof immediately prior to the taking and Landlord, 
to the extent of the award it receives in excess of the costs of 
collecting the award and value of the Land taken (herein, the "Net 
Condemnation Proceeds"), shall release the Net Condemnation Proceeds to 
Tenant for that purpose and Tenant shall have the right to participate 
in any proceeding relating to the awarding of restoration damages.  
Tenant shall not be required to expend more than the Net Condemnation 
Proceeds disbursed by Landlord in connection with such restoration.  
There shall be an equitable abatement of the Minimum Rent and Additional 
Rent according to the loss of use of the Demised Premises after the 
taking.  Determination of such value of the Demised Premises after a 
partial taking shall be mutually agreed to by the parties within sixty 
(60) days from the date of the taking and if the parties can not so 
agree, then such value shall be determined in accordance with the 
Dispute Resolution Procedure (as defined in Section 34), with real 
estate appraisers having at lease ten (10) years experience appraising 
commercial real estate, including build-to-suit leases, serving as 
Officials.  Pending such determination, Tenant shall continue to pay the 
Minimum Rent and Additional Rent as herein originally specified, and 
upon such determination, if Tenant is entitled to a refund because of an 
overpayment of Minimum Rent or Additional Rent, Landlord shall make the 
same promptly, or in lieu thereof credit the amount thereof to future 
installments of Minimum Rent or Additional Rent as they become due.

		(d)	Landlord shall be entitled to receive the entire award 
in any proceeding with respect to any taking provided for in this 
Section 22, without deduction therefrom for any estate vested in Tenant 
by this Lease, and Tenant shall receive no part of such award.  Nothing 
herein contained shall be deemed to prohibit Tenant from making a 
separate claim, against the condemnor, to the extent permitted by law, 
for the value of the unamortized tenant improvements (installed in 
accordance with Section 19 at Tenant's expense), Tenant's moveable trade 
fixtures, machinery and moving expenses, provided that, in any case, the 
making of such claim shall not and does not adversely affect or diminish 
Landlord's award.

	23.	Tenant's Default.

		(a)	The occurrence of any one or more of the following 
events shall constitute an event of default (herein referred to as an 
"Event of Default") of Tenant under this Lease:

			(i)	if Tenant fails to pay Minimum Rent or any 
Additional Rent hereunder as and when such rent becomes due and such 
failure shall continue for more than ten (10) days after receipt of 
written notice from Landlord of such failure;

			(ii)	if Tenant permits to be done anything which 
creates a lien upon the Demised Premises and fails either (A) to 
discharge or bond such lien or (B) to post security with Landlord 
reasonably acceptable to Landlord within thirty (30) calendar days after 
Landlord gives Tenant written notice of such failure;

			(iii)	if Tenant violates the provisions of Section 30 
of this Lease by making an unpermitted assignment or sublease;

			(iv)	if Tenant fails to maintain in force all 
policies of insurance required by this Lease and such failure shall 
continue  for more than ten (10) calendar days after Landlord gives 
Tenant written notice of such failure;

			(v)	if any petition is filed by or against Tenant or 
any guarantor of this Lease under any present or future section or 
chapter of the Bankruptcy Code, or under any similar law or statute of 
the United States or any state thereof (which, in the case of an 
involuntary proceeding, is not permanently discharged, dismissed, 
stayed, or vacated, as the case may be, within sixty (60) days of 
commencement), or if any order for relief shall be entered against 
Tenant or any guarantor of this Lease in any such proceedings;

			(vi)	if Tenant or any guarantor of this Lease becomes 
insolvent or makes a transfer in fraud of creditors or makes an 
assignment for the benefit of creditors;

			(vii)	if a receiver, custodian, or trustee is 
appointed for the Demised Premises or for all or substantially all of 
the assets of Tenant or of any guarantor of this Lease, which 
appointment is not vacated within sixty (60) days following the date of 
such appointment; or

			(viii	if Tenant fails to perform or observe any other 
term of this Lease and such failure shall continue for more than thirty 
(30) days after Landlord gives Tenant notice of such failure, or, if 
such failure cannot be corrected within such thirty (30) day period, if 
Tenant does not commence to correct such default within said thirty (30) 
day period and thereafter diligently prosecute the correction of same to 
completion within a reasonable time and in any event prior to the time a 
failure to complete such correction could cause Landlord to be subject 
to prosecution for violation of any law, rule, ordinance or regulation 
or causes, or could cause a default under any mortgage or other 
Permitted Encumbrance.

		(b)	Upon the occurrence of any one or more of the 
aforesaid Events of Default, or upon the occurrence of any other default 
or defaults by Tenant under this Lease, Landlord may, at Landlord's 
option, without any demand or notice whatsoever (except as expressly 
required in this Section 23):

			(i)	Terminate this Lease by giving Tenant notice of 
termination, in which event this Lease shall expire and terminate on the 
date specified in such notice of termination with the same force and 
effect as though the date so specified were the date herein originally 
fixed as the termination date of the Term, and all rights of Tenant 
under this Lease and in and to the Demised Premises shall expire and 
terminate and Tenant shall remain liable for all obligations under this 
Lease arising up to the date of such termination, and Tenant shall 
surrender the Demised Premises to Landlord on the date specified in such 
notice, and if Tenant fails to so surrender Landlord shall have the 
right, without notice, to enter upon and take possession of the Demised 
Premises and to expel or remove Tenant and its effects without being 
liable for prosecution or any claim for damages therefor; or

			(ii)	Terminate this Lease as provided in Section 
23(b)(i) hereof and recover from Tenant all damages Landlord may incur 
by reason of Tenant's default, including, without limitation, a sum 
which, at the date of such termination, represents the value of the 
excess, if any, of (1) the Minimum Rent, Additional Rent and all other 
sums which would have been payable hereunder by Tenant for the period 
commencing with the day following the date of such termination and 
ending with the expiration date had this Lease not been terminated, over 
(2) the aggregate reasonable rental value of the Demised Premises for 
the period commencing with the day following the date of such 
termination and ending with the expiration date had this Lease not been 
terminated, plus (3) the costs of recovering possession of the Demised 
Premises and all other out-of-pocket expenses actually incurred by 
Landlord due to Tenant's default, including, without limitation, 
reasonable attorney's fees, plus (4) the unpaid Minimum Rent and 
Additional Rent earned as of the date of termination plus any interest 
and late fees due hereunder, plus other sums of money and damages owing 
on the date of termination by Tenant to Landlord under this Lease or in 
connection with the Demised Premises, all of which excess sum shall be 
deemed immediately due and payable; provided, however, that such 
payments shall not be deemed a penalty but shall merely constitute 
payment of liquidated damages, it being understood and acknowledged by 
Landlord and Tenant that actual damages to Landlord are extremely 
difficult, if not impossible, to ascertain.  The excess, if any, of 
subparagraph (ii)(1) over subparagraph (ii)(2) herein shall be 
discounted to present value at the "Treasury Yield" rate.  "Treasury 
Yield" shall mean the rate of return in percent per annum of Treasury 
Constant Maturities for the length of time specified as published in 
document H.15(519) (presently published by the Board of Governors of the 
U.S. Federal Reserve System titled "Federal Reserve Statistical 
Release") for the calendar week immediately preceding the calendar week 
in which the termination occurs.  If the rate of return of Treasury 
Constant Maturities for the calendar week in question is not published 
on or before the business day preceding the date of the Treasury Yield 
in question is to become effective, then the Treasury Yield shall be 
based upon the rate of return of Treasury Constant Maturities for the 
length of time specified for the most recent calendar week for which 
such publication has occurred.  If no rate of return for Treasury 
Constant Maturities is published for the specific length of time 
specified, the Treasury Yield for such length of time shall be the 
weighted average of the rates of return of Treasury Constant Maturities 
most nearly corresponding to the length of the applicable period 
specified.  If the publishing of the rate of return of Treasury Constant 
Maturities is ever discontinued, then the Treasury Yield shall be based 
upon the index which is published by the Board of Governors of the U.S. 
Federal Reserve System in replacement thereof or, if no such replacement 
index is published, the index which, in Landlord's reasonable 
determination, most nearly corresponds to the rate of return of Treasury 
Constant Maturities.  In determining the aggregate reasonable rental 
value pursuant to subparagraph (ii)(2) above, the parties hereby agree 
that, at the time Landlord seeks to enforce this remedy, all relevant 
factors should be considered, including, but not limited to, (a) the 
length of time remaining in the Term, (b) the then current market 
conditions in the general area in which the Building is located, (c) the 
likelihood of reletting the Demised Premises for a period of time equal 
to the remainder of the Term, (d) the net effective rental rates then 
being obtained by landlords for similar type space of similar size in 
similar type buildings in the general area in which the Building is 
located, (e) the vacancy levels in the general area in which the 
Building is located, (f) current levels of new construction that will be 
completed during the remainder of the Term and how this construction 
will likely affect vacancy rates and rental rates and (g) inflation; or

			(iii)	Without terminating this Lease, and with or 
without notice to Tenant, Landlord may in its own name but as agent for 
Tenant enter into and upon and take possession of the Demised Premises 
or any part thereof, and, at Landlord's option, remove persons and 
property therefrom and such property, if any, may be removed and stored 
in a warehouse or elsewhere at the cost of, and for the account of 
Tenant, all without being deemed guilty of trespass or becoming liable 
for any loss or damage which may be occasioned thereby, and Landlord may 
rent the Demised Premises or any portion thereof as the agent of Tenant 
with or without advertisement, and by private negotiations and for any 
term upon such terms and conditions as Landlord may deem necessary or 
desirable in order to relet the Demised Premises.  Landlord shall in no 
way be responsible or liable for any failure to rent the Demised 
Premises or any part thereof, or for any failure to collect any rent due 
upon such reletting.  Upon each such reletting, all rentals received by 
Landlord from such reletting shall be applied: first, to the payment of 
any indebtedness (other than any rent due hereunder) from Tenant to 
Landlord; second, to the payment of any costs and expenses of such 
reletting, including, without limitation, brokerage fees and attorney's 
fees and costs of alterations and repairs; third, to the payment of rent 
and other charges then due and unpaid hereunder; and the residue, if 
any, shall be held by Landlord to the extent of and for application in 
payment of future rent, if any becomes owing, as the same may become due 
and payable hereunder.  In reletting the Demised Premises as aforesaid, 
Landlord may grant rent concessions and Tenant shall not be credited 
therefor.  If such rentals received from such reletting shall at any 
time or from time to time be less than sufficient to pay to Landlord the 
entire sums then due from Tenant hereunder, Tenant shall pay any such 
deficiency to Landlord.  Such deficiency shall, at Landlord's option, be 
calculated and paid monthly.  Notwithstanding any such reletting without 
termination, Landlord may at any time thereafter elect to terminate this 
Lease for any such previous default provided same has not been cured; or

			(iv)	Without terminating this Lease, and with or 
without notice to Tenant, Landlord may enter into and upon the Demised 
Premises and without being liable for prosecution or any claim for 
damages therefor, maintain the Demised Premises and repair or replace 
any damage thereto or do anything or make any payment for which Tenant 
is responsible hereunder.  Tenant shall reimburse Landlord immediately 
upon demand for any expenses which Landlord incurs in thus effecting 
Tenant's compliance under this Lease, and Landlord shall not be liable 
to Tenant for any damages with respect thereto; or

				(v)	Allow the Demised Premises to remain 
unoccupied and collect rent from Tenant as it comes due; provided that 
nothing contained in this Lease will relieve Landlord of its obligation 
under the laws of the state of Illinois to mitigate its damages arising 
from any Event of Default; or

			(vi)	Pursue such other remedies as are available at 
law or in equity.

		(c)	If this Lease shall terminate as a result of or while 
there exists a default hereunder, any funds of Tenant held by Landlord 
may be applied by Landlord to any damages payable by Tenant (whether 
provided for herein or by law) as a result of such termination or 
default.

		(d)	Neither the commencement of any action or proceeding, 
nor the settlement thereof, nor entry of judgment thereon shall bar 
Landlord from bringing subsequent actions or proceedings from time to 
time, nor shall the failure to include in any action or proceeding any 
sum or sums then due be a bar to the maintenance of any subsequent 
actions or proceedings for the recovery of such sum or sums so omitted.

		(e)	If any statute or rule of law shall limit any of 
Landlord's remedies as hereinabove set forth, Landlord shall nonetheless 
be entitled to any and all other remedies hereinabove set forth.

		(f)	No agreement to accept a surrender of the Demised 
Premises and no act or omission by Landlord or Landlord's agents during 
the Term shall constitute an acceptance or surrender of the Demised 
Premises unless made in writing and signed by Landlord.  No re-entry or 
taking possession of the Demised Premises by Landlord shall constitute 
an election by Landlord to terminate this Lease unless a written notice 
of such intention is given to Tenant.

		(g)	No provision of this Lease shall be deemed to have 
been waived by either party unless such waiver is in writing and signed 
by the party making such waiver.  Landlord's acceptance of Minimum Rent 
or Additional Rent following an Event of Default hereunder shall not be 
construed as a waiver of such Event of Default.  No custom or practice 
which may grow up between the parties in connection with the terms of 
this Lease shall be construed to waive or lessen either party's right to 
insist upon strict performance of the terms of this Lease, without a 
written notice thereof the other party.

		(h)	The rights granted to Landlord in this Section 23 
shall be cumulative of every other right or remedy provided in this 
Lease or which Landlord may otherwise have at law or in equity or by 
statute, and the exercise of one or more rights or remedies shall not 
prejudice or impair the concurrent or subsequent exercise of other 
rights or remedies or constitute a forfeiture or waiver of Minimum Rent, 
Additional Rent or damages accruing to Landlord by reason of any Event 
of Default.  If an Event of Default shall occur, Tenant shall pay to 
Landlord, on demand, all reasonable expenses actually incurred by 
Landlord as a result thereof, including reasonable attorneys' fees, 
court costs and expenses.  Other than in connection with a claim arising 
from the negligence, intentional misconduct or other wrongful act of 
Landlord, its employees, agents or representatives, if Landlord shall be 
made a party to any litigation commenced against Tenant solely as a 
result of Landlord's ownership of the Demised Premises or the 
relationship of Landlord and Tenant arising by virtue of this Lease, 
Tenant shall pay all costs and reasonable attorneys' fees incurred by 
Landlord in connection with such litigation.  

		23.1	Landlord Default.  If Landlord fails to perform or 
observe or otherwise breaches any term of this Lease and such failure 
shall continue for more than thirty (30) days after Tenant gives 
Landlord written notice of such failure, or, if such failure does not 
arise out of a failure by Landlord to pay a sum of money and cannot 
reasonably be corrected within such 30-day period, if Landlord does not 
commence to correct such default within such 30-day period and 
thereafter diligently prosecute the correction of same to completion 
within a reasonable time, a "Landlord Event of Default" shall exist 
under this Lease; provided that if a condition exists by virtue of a 
failure of Landlord to perform an obligation of Landlord under this 
Lease which interferes in a material manner with the use and occupancy 
by Tenant of the Demised Premises and such interference continues for 
thirty (30) days after the required written notice to Landlord, a 
Landlord Event of Default will exist notwithstanding that Landlord may 
still be pursuing corrective efforts at the end of such 30-day period.  
Upon the occurrence of a Landlord Event of Default, Tenant may at 
Tenant's option, cure the Landlord Event of Default and the actual cost 
of such cure shall be payable by Landlord to Tenant within thirty (30) 
calendar days after written demand and shall bear interest at the 
Interest Rate from the date paid by Tenant until repayment in full by 
Landlord occurs; provided, however, that if a failure by Landlord to 
perform or observe any term of this Lease gives rise to circumstances or 
conditions which constitute an emergency threatening human health or 
safety or substantial damage to the Demised Premises or Tenant's 
personal property, or materially impeding the conduct of the business of 
Tenant at the Demised Premises, Tenant shall be entitled to take 
immediate curative action (prior to the expiration of any notice and 
cure period set forth above) to the extent necessary to eliminate the 
emergency .  If Landlord does not pay to Tenant the amount of such cost 
and accrued interest, upon written demand, Tenant may set off such cost 
against installments of Base Rent or other amounts due Landlord under 
this Lease.  Such cost must be reasonably incurred and must not exceed 
the scope of the Landlord Event of Default in question; and if such 
costs are chargeable as a result of labor or materials provided directly 
by Tenant, rather than by unrelated third parties, the costs shall not 
exceed the amount which would have been charged by a qualified third 
party unrelated to Tenant.  The quality of all work performed by Tenant 
must equal or exceed the quality of Landlord's Work.  Such costs must be 
reasonably documented and copies of such documentation must be delivered 
to Landlord with the written demand for reimbursement.  Tenant shall be 
permitted to continue to set off against succeeding installments of Base 
Rent or other amounts due Landlord under this Lease until the total 
amount of such cost actually incurred by Tenant has been recovered by 
Tenant.  Once Tenant has fully set off all of such cost, Landlord shall 
no longer be deemed to be in default under this Lease with respect to 
the Landlord Event of Default that was the subject of the set off.  
Nothing contained in this Section 23.1 shall create or imply the 
existence of any obligation by Tenant to cure any Landlord Event of 
Default.

	24.	Landlord's Right of Entry.  Tenant agrees to permit Landlord 
and the authorized representatives of Landlord and of the Mortgagee to 
enter upon the Demised Premises at all reasonable times for the purposes 
of inspecting them and making any necessary repairs thereto and 
performing any work therein that may be necessary by reason of Tenant's 
failure to make such repairs or perform any such work required of Tenant 
under this Lease; provided that, except in the case of an  emergency,  
Landlord shall give the Tenant reasonable prior written notice not less 
than two (2) days in advance of Landlord's intended entry upon the 
Demised Premises.  Nothing herein shall imply any duty upon the part of 
Landlord to do any such work, and the performance thereof by Landlord 
shall not constitute a waiver of Tenant's default in failing to perform 
it.  Landlord shall not be liable for inconvenience, annoyance, 
disturbance or other damage to Tenant by reason of making such repairs 
or the performance of such work in the Demised Premises or on account of 
bringing materials, supplies and equipment into or through the Demised 
Premises during the course thereof, and the obligations of Tenant under 
this Lease shall not thereby be affected; provided, however, that 
Landlord shall use reasonable efforts not to annoy, disturb or otherwise 
interfere with Tenant's operations in the Demised Premises in making 
such repairs or performing such work.  Landlord also shall have the 
right to enter the Demised Premises at all reasonable times, upon not 
less than 48 hours prior notice to Tenant (which may be given by 
telephone), to exhibit the Demised Premises to any prospective purchaser 
or  mortgagee or, during the last six months of the Term, prospective 
tenant.

	25.	Mortgagee's Rights.

		(a)	Landlord represents and warrants that no Mortgage 
encumbers or will encumber the Demised Premises as of the Lease 
Commencement Date.  Subject to all the provisions of this Section 25, 
this Lease may be either superior or subordinate to any "Mortgage".  The 
term "Mortgage", as used in this Lease, shall mean any and all 
mortgages, deeds to secure debt, deeds of trust, or other instruments 
creating a lien or conveying a security title at any time and from time 
to time, granted by Landlord and affecting or encumbering the title of 
Landlord to the Demised Premises or this Lease.  The term "Mortgagee" 
refers to the holder of the Mortgage.  Landlord shall have no right to 
grant to any Mortgagee in any Mortgage any rights which, if exercised, 
would violate the obligations of Landlord or the rights of Tenant under 
this Lease.

		(b)	Unless this Lease is subordinated to a Mortgage 
pursuant to subsection (c), below, this Lease shall be superior to such 
Mortgage.  If the Lease is superior, any person or entity acquiring 
title to the Demised Premises by virtue of foreclosure of a Mortgage 
would automatically be subject to this Lease, and bound by the 
obligations of the Landlord, arising under this Lease from and after the 
date of foreclosure and for so long as such person or entity holds 
title, without execution of any form of non-disturbance agreement.  Upon 
the request by any Mortgagee, Tenant shall execute and deliver a written 
instrument, in a form reasonably to Tenant and acceptable for recording 
in the real estate records of DuPage County, Illinois, recognizing that 
this Lease is superior to the Mortgage held by the requesting Mortgagee 
and that, upon foreclosure of or exercise of the power of sale contained 
in the Mortgage, Tenant shall recognize and attorn to the purchaser at 
the foreclosure sale as the Landlord under this Lease, subject to all 
the terms and provisions of this Lease.

		(c)	If a Mortgagee desires for this Lease to be 
subordinate to its Mortgage, Tenant agrees that it shall subordinate 
this Lease by execution and delivery of the Subordination, Non-
Disturbance and Attornment Agreement attached to this Lease as 
Exhibit "H" and by this reference made a part hereof in recordable form; 
provided, however, that, to be effective, such Agreement must be fully 
executed by all parties thereto and properly recorded in the real estate 
records of Will County, Illinois.  This Lease will not be subordinate to 
any Mortgage except in the manner provided in this subsection (c).  
Tenant shall have no duty whatsoever to consider any amendment of 
Exhibit H which would affect in any way the rights of Tenant under 
Section 23.1.

	26.	Estoppel Certificate.  Landlord and Tenant agree, at any 
time, and from time to time, within fifteen (15) days after written 
request from the other, to execute, acknowledge and deliver to the 
requesting party and/or its designee a statement in writing in 
recordable form certifying that: (i) this Lease is unmodified and in 
full force and effect (or, if there have been modifications, that the 
same is in full force and effect, as modified) and (ii) the dates to 
which Minimum Rent, Additional Rent and other charges have been paid, 
(iii) whether or not, to the best knowledge of the signer of such 
certificate, there exists any failure by the requesting party to perform 
any term, covenant or condition contained in this Lease, and, if so, 
specifying each such failure of which the signer may have knowledge, 
(iv) (if such be the case) the Tenant has unconditionally accepted the 
Demised Premises, (v) and as to such additional matters as may be 
reasonably requested by Landlord, it being intended that any such 
statement delivered pursuant hereto may be relied upon by the requesting 
party (or its designee) and by any purchaser of title to the Demised 
Premises or by any Mortgagee or any assignee thereof or any party to any 
sale-leaseback of the Demised Premises, or the landlord under a ground 
lease affecting the Demised Premises.

	27.	Landlord Liability.  No owner of the Demised Premises, 
whether or not named herein, shall have liability hereunder after it 
ceases to hold title to the Demised Premises, except for obligations 
which may have theretofore accrued.  Neither Landlord nor any officer, 
director, shareholder, partner or principal of Landlord, whether 
disclosed or undisclosed, shall be under any personal liability with 
respect to any of the provisions of this Lease, and if Landlord is in 
breach or default with respect to Landlord's obligations or otherwise 
under this Lease, Tenant shall look solely to the equity of Landlord in 
the Demised Premises and insurance and condemnation proceeds arising 
from the Building and the Land which are actually received by Landlord 
and not applied in accordance with this Lease for the satisfaction of 
Tenant's remedies.  It is expressly understood and agreed that 
Landlord's liability under the terms, covenants, conditions, warranties 
and obligations of this Lease shall in no event exceed the loss of 
Landlord's equity interest in the Demised Premises (and such insurance 
and condemnation proceeds).

	28.	Notices and Payments.  Any notice or payment required or 
permitted to be given or served by either party to this Lease shall be 
deemed given when made in writing and either (i) personally delivered, 
(ii) deposited with the United States Postal Service, postage prepaid, 
to be mailed by certified or registered mail, return receipt requested, 
or (iii) delivered by overnight delivery service providing proof of 
delivery, properly addressed to the address set forth in Section 1(j) 
(as the same may be changed by giving written notice of the aforesaid in 
accordance with this Section 28); provided, however, that the time 
period allowed for a response to any notice so given shall not commence 
until the date of actual receipt of the notice.  Refusal to accept 
delivery or inability to deliver as a result of a change of address as 
to which no notice was properly given shall be deemed receipt.

	29.	Brokers.  Neither Landlord nor Tenant has engaged any 
brokers who would be entitled to any commission or fee based on the 
execution of this Lease, other than as set forth in Section 1(l) (the 
"Broker") who shall be paid pursuant to separate agreement.  Further, 
neither Landlord nor Tenant have had any conversations or negotiations 
with any broker except the Broker concerning the leasing of the Demised 
Premises to Tenant.  Landlord and Tenant hereby indemnify each other 
against and from any claims for any brokerage commissions (except those 
payable to the Broker, all of which are payable pursuant to a separate 
agreement) and all costs, expenses and liabilities in connection 
therewith, including, without limitation, reasonable attorneys' fees and 
expenses, for any breach of the foregoing.  The foregoing 
indemnification shall survive the expiration or termination of the Lease 
for any reason.

	30.	Assignment and Subleasing.

(a)	Tenant may not assign, mortgage, pledge, encumber or 
otherwise transfer this Lease, or any interest hereunder, or sublet the 
Demised Premises, in whole or in part, without on each occasion first 
obtaining the prior express written consent of Landlord, which consent 
shall not be unreasonably withheld or conditioned.  In making a 
determination to grant or withhold such consent, Landlord shall be 
entitled to consider the creditworthiness of the proposed assignee or 
sublessee, the nature of the use of the Demised Premises contemplated by 
the proposed assignee or sublessee (to the extent such use amends or 
alters the Permitted Use then in effect) and whether or not the proposed 
use will materially increase wear and tear on the Demised Premises.  
Landlord shall never be required to consent to any proposed use 
involving heavy manufacturing or chemical processing.  In addition, if 
the intended use by the proposed assignee or sublessee involves in any 
way different amounts or types of Hazardous Substances than the 
Hazardous Substances then being used or stored by Tenant at the Demised 
Premises, in accordance with Section 17 of this Lease, at the time of 
the proposed assignment or sublease, which different or additional 
Hazardous Substances create, in the reasonable judgment of Landlord a 
materially increased risk of Contamination at the Demised Premises, 
Landlord shall be unconditionally entitled to withhold consent of the 
proposed assignment or sublease in its absolute discretion.  Permitted 
subtenants or assignees shall become liable directly to Landlord for all 
obligations of Tenant hereunder, without, however, relieving Tenant of 
any of its liability hereunder; provided, however, that Landlord will 
allow Tenant to collect all amounts payable by any permitted assignee or 
sublessee so long as no Event of Default has occurred and is continuing.  
No such assignment, subletting, occupancy or collection shall be deemed 
the acceptance of the assignee, tenant or occupant, as Tenant, or a 
release of Tenant from the further performance by Tenant of Tenant's 
obligations under this Lease.

(b)	Notwithstanding subsections (a), (c), (d), (e) or (g) 
of this Section 30, provided that no Event of Default has occurred and 
is then continuing, Tenant shall have the right, without the consent of 
Landlord but upon thirty (30) days prior written notice to Landlord, 
(i) to sublet all or part of the Demised Premises to any entity which is 
controlled by, under common control with, or which controls Tenant (any 
of such entities being herein called a "Petco Affiliate"); or (ii) to 
assign this Lease (x) to a Petco Affiliate or to (y) a successor 
corporation into which or with which Tenant is merged or consolidated or 
which acquired substantially all of Tenant's assets and property, 
provided that, with respect to an assignment pursuant to (ii)(y), such 
successor corporation assumes substantially all of the obligations and 
liabilities of Tenant and, after such merger, shall have total assets 
and stockholder equity at least equal to the total assets and 
stockholder equity of Tenant immediately prior to the merger, as 
determined by generally accepted accounting principles.  With respect to 
any assignment, Tenant shall provide in its notice to Landlord such 
information as may be reasonably required by Landlord to determine that 
the requirements of this subsection (b) have been satisfied.  The terms 
"controls", "controlled by" or "under common control with", as used in 
this subsection (b), shall mean the ownership of a direct or indirect 
majority interest.

(c)	If Tenant should desire to assign this Lease or sublet 
the Demised Premises (or any part thereof), Tenant shall give Landlord 
written notice no later than thirty (30) days in advance of the proposed 
effective date of any proposed assignment or sublease, specifying 
(i) the name and business of the proposed assignee or sublessee, (ii) a 
detailed description of the intended use of the Demised Premises by the 
proposed assignee or sublessee, with particular detail regarding any 
Hazardous Substances which will be used in any manner at the Demised 
Premises; (iii) the amount and location of the space within the Demised 
Premises proposed to be so subleased, (iv) the proposed effective date 
and duration of the assignment or subletting, and (v) the proposed rent 
or consideration to be paid to Tenant by such assignee or sublessee.  
Tenant shall promptly supply Landlord with available financial 
statements and other information related to the decision being made by 
Landlord as Landlord may reasonably request to evaluate the proposed 
assignment or sublease.

(d)	Landlord shall have a period of fifteen (15) days 
following receipt of such notice and other information requested by 
Landlord within which to notify Tenant in writing that Landlord elects:  
(i) to permit Tenant to assign or sublet such space; or (ii) to refuse 
to consent to Tenant's assignment or subleasing of such space and to 
continue this Lease in full force and effect as to the entire Demised 
Premises; any such refusal shall state with reasonable specificity the 
reasons for the refusal.  If Landlord should fail to notify Tenant in 
writing of such election within the aforesaid fifteen (15) day period, 
Landlord shall be deemed to have consented to such assignment or 
sublease.  Tenant agrees to reimburse Landlord for reasonable legal fees 
and any other reasonable costs actually incurred by Landlord in 
connection with any requested assignment or subletting, not to exceed 
$1000 in the aggregate for any one assignment or subletting.  Tenant 
shall deliver to Landlord copies of all documents executed in connection 
with any permitted assignment or subletting, which documents shall be in 
form and substance reasonably satisfactory to Landlord and which shall 
require such assignee to assume performance of all terms of this Lease 
on Tenant's part to be performed.  No acceptance by Landlord of any rent 
or any other sum of money from any assignee, sublessee or other category 
of transferee shall be deemed to constitute Landlord's consent to any 
assignment, sublease, or transfer.

(e)	Any attempted assignment or sublease by Tenant in 
violation of the terms and provisions of this Section 30 shall be void 
and such act shall constitute a material breach of this Lease.  In no 
event shall any assignment, subletting or transfer, whether or not with 
Landlord's consent, relieve Tenant of its primary liability under this 
Lease for the entire Term, and Tenant shall in no way be released from 
the full and complete performance of all the terms hereof.  If Landlord 
takes possession of the Demised Premises before the expiration of the 
Term of this Lease, Landlord shall have the right, at its option to take 
over any sublease of the Demised Premises or any portion thereof and 
such subtenant shall attorn to Landlord, as its landlord, under all the 
terms and obligations of such sublease occurring from and after such 
date, but excluding previous acts, omissions, negligence or defaults of 
Tenant and any repair or obligation in excess of available net insurance 
proceeds or condemnation award.

(f)	Landlord shall have the right to sell, transfer, 
assign, pledge, and convey all or any part of the Demised Premises and 
any and all of Landlord's rights under this Lease; provided, however, 
that Landlord shall not be entitled to exercise such right, whether by 
operation or law or otherwise, prior to the Lease Commencement Date 
without the prior written consent of Tenant.  In the event Landlord 
assigns or otherwise conveys its rights under this Lease, Landlord shall 
be entirely freed and released from any obligations accruing thereafter 
under this Lease (provided such obligations are assumed in writing by 
the purchaser or transferee), and Tenant agrees to look solely to 
Landlord's successor in interest for performance of such obligations.

(g)	If Tenant transfers or assigns this Lease or sublets 
the Demised Premises in whole or in part to any permitted assignee or 
sublessee, Landlord shall be entitled to receive, as Additional Rent, 
fifty percent (50%) of any "Rental Profit" (as hereinafter defined) 
received by Tenant.  The term "Rental Profit" shall mean the amount, 
calculated on a per square foot basis and not on an aggregate or 
cumulative basis, by which (i) the total rental and other consideration 
of any nature whatsoever and however characterized paid or delivered to 
Tenant by an assignee of the interest of Tenant or sublessee of all or 
any part of the Demised Premises, for the purpose of compensating Tenant 
directly or indirectly for the assignment or sublease, exceeds (ii) the 
Monthly Minimum Rent Installments paid by Tenant to Landlord pursuant to 
this Lease; provided, however, that Landlord shall not be entitled to 
receive any Rental Profit until Tenant has received an amount of Rental 
Profit equal to the sum of (x) the actual, out-of-pocket cost of 
leasehold improvements installed by Tenant at its expense specifically 
for and and as an inducement tothe assignee or sublessee (subject to the 
limitation hereinafter specified), plus (y) subject to the limitation 
hereinafter specified, any other reasonable, documented expenses 
actually paid by Tenant to a third party and "free rent" or similar 
concessions granted by Tenant in connection with the assignment or 
subletting, including, without limitation, reasonable attorneys' fees 
and expenses and brokerage commissions (but expressly excluding any 
overhead or other internally charged expenses of Tenant, or any amounts 
paid for tenant improvements, free rent or other lease concessions given 
as an inducement to the assignee or sublessee which materially exceed in 
the aggregate the tenant improvements, free rent or other lease 
concessions given in aggregate on the basis of then prevailing market 
conditions for a comparable sublease or assignment)(the sum of (x) and 
(y) shall collectively constitute "Rental Expenses").  By way of 
example, if Landlord grants the required written consent to a sublease 
by Tenant of 10,000 square feet of the Demised Premises and the total 
rental and other consideration received by Tenant for the sublease 
equals a per annum rate of $3.70 per square foot and the per annum rate 
per square foot for the Annual Minimum Rent then payable by Tenant is 
$3.50 per square foot, the Rental Profit would be 20 cents per square foot 
and Landlord would be entitled to received fifty percent (50%) of such 
Rental Profit concurrently with receipt of each payment by the sublessee 
to Tenant; provided that Rental Profit would be retained by Tenant until 
Tenant had fully recovered the amount of its Rental Expenses.  Landlord 
shall be entitled to receive payment of its share of Rental Profit as 
and when payments are received by Tenant.  Any dispute between Landlord 
and Tenant regarding the calculation of Rental Expenses will be resolved 
by the Dispute Resolution Procedure.

	31.	Termination or Expiration.

		(a)	No termination of this Lease prior to the normal  
ending thereof, by lapse of time or otherwise, shall affect Landlord's 
right to collect rent for the period prior to termination thereof.

		(b)	At the expiration or earlier termination of the Term, 
Tenant shall surrender the Demised Premises and all improvements, 
alterations and additions thereto, and keys therefor to Landlord, clean 
and neat, and in the same condition as at the commencement of the Term, 
ordinary wear and tear only excepted.

		(c)	If Tenant remains in possession of the Demised 
Premises after expiration of the Term, with or without Landlord's 
acquiescence and without any express agreement of the parties, Tenant 
shall be a tenant-at-sufference at the greater of (i) one hundred fifty 
percent (150%) of the Minimum Rent in effect at the end of the Term or 
(ii) one hundred fifty percent (150%) of the then current fair market 
rental value of the Demised Premises.  Tenant shall also continue to pay 
all other Additional Rent due hereunder, and there shall be no renewal 
of this Lease by operation of law.

	32.	Late Payments.  In the event any installment of rent, 
inclusive of Base Rent, or Additional Rent or other sums due hereunder, 
if any, is not paid (i) within ten (10) days after Tenant's receipt of 
written notice of such failure to pay on the first two occasions during 
any twelve (12) month period , or (ii) as and when due with respect to 
any subsequent late payments in any twelve (12) month period, Tenant 
shall pay a late charge equal to three percent (3%) of such past due 
amount.  Any installment of Base Rent which is not paid within sixty 
(60) calendar days after the date when such rent is due shall, after 
such 60-day period, bear interest at the Interest Rate.  The term 
"Interest Rate", as used in this Lease, shall mean a per annum rate of 
interest equal to five percent (5%) in excess of the Prime Rate (as 
herein defined) in effect from time to time.  The term "Prime Rate", as 
used in this Lease, shall mean the prime rate of interest charged at the 
applicable time by Chase Manhattan Bank, N.A. of New York.  If Chase 
Manhattan Bank, N.A. ceases to publish or announce the Prime Rate, 
Landlord shall designate a comparable reference rate.

	33.	Protective Covenants.  Tenant agrees to abide by the 
Declaration of Covenants for the Project, attached hereto as Exhibit "I" 
as it may be amended from time to time in accordance with the terms 
thereof (herein, the "Protective Covenants"), which Protective Covenants 
shall run with the Land and be binding on Tenant, its successors and 
permitted assigns.  The non-profit corporation which acts as the owners' 
association under the Protective Covenants is referred to in this Lease 
as the "Association".  Without limiting the foregoing, Tenant shall pay, 
as Additional Rent, all assessments imposed upon the Demised Premises 
pursuant to the Protective Covenants.  Landlord agrees that Landlord 
will not, at any time during the Term, in its capacity as an owner of 
land subject to the Protective Covenants, execute or vote in favor of 
any amendment of the Protective Covenants which would increase the 
assessments or other amounts due by Tenant pursuant to this Section 33 
or would materially and adversely affect in any way the Primary Use, 
access to the Demised Premises or the right of Tenant to use and enjoy 
the Demised Premises in accordance with this Lease.

	34.	Dispute Resolution Procedure.

		(a)	In the event that a dispute arises between Landlord 
and Tenant under the Lease, and only if the Lease specifically provides 
that the dispute resolution procedure outlined in this Section 34 
(herein referred to as the "Dispute Resolution Procedure") shall be 
utilized, the parties shall proceed as follows:

			(i)	The party electing to proceed under the 
procedures outlined herein (the "Electing Party") shall give written 
notice of such election to the other party (the "Other Party"), and 
shall designate in writing the Electing Party's selection of an 
individual with the qualifications outlined in the section of the Lease 
giving rise to this remedy (the "Official") who shall act on the 
Electing Party's behalf in determining the disputed fact.

			(ii)	Within twenty (20) days after the Other Party's 
receipt of the Electing Party's selection of an Official, the Other 
Party, by written notice to the Electing Party, shall designate an 
Official who shall act on the Other Party's behalf in determining the 
disputed fact.

			(iii)	Within twenty (20) days of the selection of the 
Other Party's Official, the two (2) Officials shall render a joint 
written determination of the disputed fact.  If the two (2) Officials 
are unable to agree upon a joint written determination within such 
twenty (20) day period, each Official shall render his or her own 
written determination and the two Officials shall select a third 
Official within such twenty (20) day period.  In the event the two 
Officials are unable to select a third Official within such twenty (20) 
day period, then either party may apply to a court of original 
jurisdiction in DuPage County, Illinois for appointment by such court of 
such third Official.

			(iv)	Within twenty (20) days after the appointment of 
the third Official, the third Official shall select one of the 
determinations of the two (2) Officials originally selected, without 
modification or qualification.

			(v)	If either Landlord or Tenant fails or refuses to 
select an Official, the Official selected shall alone determine the 
disputed fact.  Landlord and Tenant agree that they shall be bound by 
the determination of disputed fact pursuant to this subsection.  
Landlord shall bear the fee and expenses of its Official, Tenant shall 
bear the fee and expenses of its Official, and Landlord and Tenant shall 
share equally the fee and expense of the third Official, if any.

	35	Waiver of Landlord's Lien.  Landlord hereby waives and 
releases any lien or claim of lien, statutory or otherwise, which 
Landlord may be entitled to assert under the laws of the State of 
California upon or against any personal property and trade fixtures of 
tenant situated in and upon the Demised Premises.  From time to time 
during the Term, Landlord shall, within ten (10) business days after 
receipt of written request from Tenant, execute and deliver the form of 
Landlord's Agreement attached to this Lease as Exhibit "J" to any lender 
providing financing to Tenant for personal property or trade fixtures or 
any equipment lessor leasing personal property or trade fixtures to 
Tenant which will be located in the Demised Premises.  Landlord will not 
unreasonably withhold its approval of an alternative form of Landlord's 
Agreement proposed by such lender or equipment lessor, provided such 
alternative Landlord's Agreement contains provisions substantially the 
same as Exhibit J.

	36.	Quiet Enjoyment.  Landlord covenants with Tenant that, 
during the periods that no Event of Default has occurred and is 
continuing, Tenant shall have the right to quiet and peaceful use and 
enjoyment of the Demised Premises, subject to the Permitted Encumbrances 
and all the provisions of this Lease.

	37.	Miscellaneous.

		(a)	The parties hereto hereby covenant and agree that 
Landlord shall receive the Minimum Rent and Additional Rent and all 
other sums payable by Tenant hereinabove provided as net income from the 
Demised Premises, without any abatement, reduction, set-off, 
counterclaim, defense or deduction, except as expressly provided to the 
contrary in this Lease.

		(b)	If any clause or provision of this Lease is determined 
to be illegal, invalid or unenforceable under present or future laws 
effective during the Term, 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 that in lieu of such illegal, invalid or 
unenforceable clause or provision there shall be substituted 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.  If such invalidity is essential to the rights of either or 
both parties, then the affected party shall have the right to terminate 
this Lease on written notice to the other.

		(c)	All rights, powers, and privileges conferred hereunder 
upon the parties hereto shall be cumulative, but not restrictive to 
those given by law, except as may be expressly provided to the contrary 
in this Lease.

		(d)	Time is of the essence of this agreement.

		(e)	No failure of Landlord or Tenant to exercise any power 
given Landlord or Tenant hereunder or to insist upon strict compliance 
by Landlord or Tenant with its obligations hereunder, and no custom or 
practice of the parties at variance with the terms hereof shall 
constitute a waiver of Landlord's or Tenant's rights to demand exact 
compliance with the terms hereof.

		(f)	This Lease contains the entire agreement of the 
parties hereto and no representations, inducements, promises or 
agreements, oral or otherwise, between the parties not embodied herein 
shall be of any force and effect.  The masculine (or neuter) pronoun, 
singular number shall include the masculine, feminine and neuter gender 
and the singular and plural number.

		(g)	This contract shall create the relationship of 
Landlord and Tenant between Landlord and Tenant; no estate shall pass 
out of Landlord; Tenant has a usufruct, not subject to levy and sale, 
and not assignable by Tenant except as expressly set forth herein.

		(h)	Landlord and Tenant agree to execute, upon request of 
the other, a short form memorandum of this Lease in recordable form and 
the requesting party shall pay the costs and charges for the recording 
of such short form memorandum of lease.  Under no circumstances shall 
Tenant have the right to record this Lease (other than a short form 
memorandum of Lease, as approved by Landlord), and should Tenant do so, 
Tenant shall be in default hereunder.

		(i)	The captions of this Lease are for convenience only 
and are not a part of this Lease, and do not in any way define, limit, 
describe or amplify the terms or provisions of this Lease or the scope 
or intent thereof.

		(j)	This Lease may be executed in multiple counterparts, 
each of which shall constitute an original, but all of which taken 
together shall constitute one and the same agreement.

		(k)	This Lease shall be interpreted under the laws of the 
State in which the Demised Premises is located.

		(l)	The parties acknowledge that this Lease is the result 
of negotiations between the parties, and in construing any ambiguity 
hereunder no presumption shall be made in favor of either party.  No 
inference shall be made from any item which has been stricken from this 
Lease other than the deletion of such item.

	IN WITNESS WHEREOF, the parties hereto have hereunto set their 
hands under seals, the day and year first above written.


	LANDLORD:

	INDUSTRIAL DEVELOPMENTS 
INTERNATIONAL, INC.


	By:	
	      Name:	
	      Title:	

	Attest:	
	          Name:	
	          Title:	

	                                 
(CORPORATE SEAL)

[signatures continue on following page]

	
	TENANT:

	PETCO ANIMAL SUPPLIES, INC.


	By:	
	      Name:	
	      Title:	


	Attest:	
	          Name:	
	          Title:	

	                                 
(CORPORATE SEAL)



EXHIBIT A

Legal Description

The legal description of the Land will conform to the Site Plan and will 
be determined by a ground run survey within sixty (60) calendar days 
after the Lease Date.  As of the Lease Date the Land is part of a larger 
unsubdivided parcel.  Landlord will have the right during the Term, at 
the expense of Landord to file a subdivision plat with the City of 
Joliet to cause the Land to be separate, subdivided lot.

EXHIBIT A-1

Site Plan

EXHIBIT B

Permitted Encumbrances

1.	Declaration of Protective Covenants for Rock Run Business Park, 
dated June 16, 1995, recorded as Document No. R95-041407, Records of 
Will County, Illinois, as modified by First Amendment dated March 14, 
1996, recorded as Document No. R96-023013, said Records.

2.	Development Agreement dated July 17, 1990, recorded as Document 
No. R90-56433, said Records.

3.	Utility and drainage easements serving or crossing the Demised 
Premises or required by Governmental Requirements for subdivision of the 
Land; provided that no such easements may interfere with use of the 
Demised Premises by Tenant in accordance with this Lease.

EXHIBIT C

EXPANSION LAN

EXHIBIT C-1

ALTERNATE EXPANSION LAN

EXHIBIT D

PREVAILING MARKET RATE

	For purposes of this Lease, the phrase "Prevailing Market Rate" 
shall mean the then prevailing market rate for base minimum rental 
calculated on a per square foot per annum basis for leases containing 
comparable terms, covering space comparable to the Demised Premises, 
with improvements of comparable age and nature within buildings 
comparable to the Building located in the area (hereinafter referred to 
as the "Market Area") designated as "Joliet, Illinois Market Area".

	The Prevailing Market Rate shall be determined by an appraisal 
procedure as follows:

	In the event that Tenant notifies Landlord that Tenant elects to 
extend the Term for any one or more of the Renewal Terms in accordance 
with Section 3.5 of this Lease, Landlord and Tenant shall negotiate in 
good faith for a period of thirty (30) calendar days after the timely 
giving of the written notice from Tenant required by Section 3.5 to 
reach mutual agreement regarding the Prevailing Market Rate.  Each of 
Landlord and Tenant shall submit to the other during such thirty (30) 
day period at least one written proposal for the Prevailing Market Rate.  
If Landlord and Tenant are unable to reach agreement during the thirty 
(30) day period, each of Landlord and Tenant shall, by written notice to 
the other within ten (10) business days after expiration of the thirty 
(30) day period, select a real estate appraiser.  For a period of ten 
(10) business days after designation of the second appraiser, the two 
appraisers so designated shall attempt to reach mutual agreement 
regarding the Prevailing Market Rate.  If the two appraisers are unable 
to reach agreement, each of the two appraisers shall, not later than the 
twentieth (20th) business day following the designation of the second 
appraiser, render a separate written determination of the Prevailing 
Market Rate.  The two appraisers shall also select a third appraiser 
prior to the end of the period when their separate appraisals must be 
rendered.  Within twenty (20) business days after the appointment of the 
third appraiser, the third appraiser shall render a written 
determination of the Prevailing Market Rate.  From the three appraisals, 
the appraisal which is the farthest from the median appraisal shall be 
disregarded and the average of the remaining two appraisals shall 
conclusively constitute the Prevailing Market Rate.  All appraisers 
selected in accordance with this paragraph shall have at least ten years 
experience in the commercial leasing market in the Market Area and shall 
be members of the American Institute of  Real Estate Appraisers or 
similar professional organization.  If either Landlord or Tenant fails 
or refuses to select an appraiser, the other appraiser shall alone 
determine the Prevailing Market Rate.  Landlord and Tenant agree that 
they shall be bound by the determination of Prevailing Market Rate 
pursuant to this paragraph.  Landlord shall bear the fee and expenses of 
its appraiser; Tenant shall bear the fee and expense of its appraiser; 
and Landlord and Tenant shall share equally the fee and expenses of the 
third appraiser, if any.


EXHIBIT E

ALLOWANCE WORK

The Allowance Work is described in Exhibit G-2.

EXHIBIT F

ENVIRONMENTAL REPORTS

1.	Beling Consultants Phase I Environmental Property Assessment 
Report dated January 19, 1990.

2.	Beling Consultants Phase I Environmental Property Assessment 
Report dated October 17, 1989.

3.	ERM Underground Storage Tank Removal Report dated April 13, 1995.

EXHIBIT G

BUILDING PLANS AND SPECIFICATIONS

Plans and Specifications by Philip Prince & Associates, dated May 19, 
1997, consisting of Sheets A-1 through A-6.

EXHIBIT G-1

ADDITIONAL PLANS AND SPECIFICATIONS

EXHIBIT G-2

TENANT'S WORK

EXHIBIT H

SUBORDINATION, NON-DISTURBANCE AND 
ATTORNMENT AGREEMENT



		THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT 
(this "Agreement") is made as of the ____ day of ______________, 199__ 
between _____________________, a _________________ (hereinafter called 
"Mortgagee"), which has an office at _________________________ (Attn: 
_____________________) and ______________________________________, a 
____________ corporation (hereinafter called "Tenant"), which has an 
office at __________________________.


W I T N E S S E T H:

		WHEREAS, Tenant has entered into that certain Lease 
("Lease") dated ___________________, 199__ with INDUSTRIAL DEVELOPMENTS 
INTERNATIONAL, INC. (hereinafter called "Landlord"), as Landlord, which 
Lease demises certain premises (the "Premises") located on the real 
property described on Exhibit A attached hereto and made a part hereof 
(the "Property");

		WHEREAS, Mortgagee has agreed to make a loan to Landlord in 
the face principal amount of $__________, to be secured by a Mortgage 
and Security Agreement (herein, together with all amendments, 
modifications, extensions, renewals, consolidations and replacements 
thereof now existing or hereafter entered into, collectively called the 
"Mortgage") on the Property; and

		WHEREAS, Mortgagee and Tenant have reached certain 
agreements regarding the Lease and the Mortgage hereinafter set forth in 
this Agreement.

		NOW, THEREFORE, in consideration of the sum of Ten Dollars 
($10.00) in hand paid by Mortgagee to Tenant and other valuable 
consideration, the receipt and sufficiency of which are hereby 
acknowledged, it is hereby agreed as follows:

		1.	In accordance with and subject to all the provisions 
of this Agreement, the Lease is and shall be subject and subordinate to 
the Mortgage, to the full extent of any and all amounts from time to 
time secured thereby and interest thereon.

		2.	Tenant, for itself and its successors and assigns, 
agrees that it will attorn to and recognize any purchaser of the 
Property at a foreclosure sale under the Mortgage or any transferee who 
acquires the Property by deed in lieu of foreclosure or otherwise, and 
the successors and assigns of such purchaser or transferee, as its 
landlord for the unexpired balance (and any extensions or renewals, 
whether previously, at that time or thereafter exercised by Tenant) of 
the term of the Lease, subject to and in accordance with the terms and 
conditions set forth in the Lease.

		3.	Mortgagee, for itself and its successors and assigns, 
and for any purchaser at a foreclosure sale under the Mortgage, any 
transferee who acquires the Property by deed in lieu of foreclosure or 
otherwise, and the successors and assigns of such purchaser or 
transferee (herein, Mortgagee and each such other party is called a "New 
Landlord"), hereby covenants and agrees with Tenant that in the event 
Mortgagee shall commence any proceedings to foreclose the Mortgage for 
any reason whatsoever or in the event any other New Landlord shall 
succeed to the interest of Landlord by foreclosure, deed in lieu thereof 
or otherwise, that:  (a) the Lease shall, in accordance with its terms, 
remain in full force and effect as a direct indenture of lease between 
Mortgagee or other New Landlord (as the case may be), and Tenant, with 
the same force and effect as if originally entered into with Mortgagee, 
or such other New Landlord (as the case may be); and (b) Tenant's 
possession of the Premises and Tenant's rights and privileges under the 
Lease shall not be diminished, interfered with or disturbed by such 
Mortgagee or such other New Landlord by such foreclosure under the 
Mortgage or by any such attempt to foreclose or to succeed to the 
interests of Landlord by foreclosure, deed in lieu thereof or otherwise; 
provided that the rights of possession of Tenant are subject to all the 
terms of the Lease.

		4.	Without the prior written consent of Mortgagee, 
Landlord will have no right or power to (a) enter into any agreement 
amending or terminating the Lease or (b) cancel the term of, or 
surrender, the Lease, or (c) waive or release Tenant from any obligation 
of Tenant under the Lease; provided that regarding only any proposed 
amendment of the Lease which does not reduce the amount of rental 
payable under the Lease by Tenant, relieve Tenant of any obligation 
under the Lease, increase the responsibilities of Landlord or otherwise 
impair or reduce the economic value of the Lease to Mortgagee, Mortgagee 
agrees not unreasonably to withhold or delay its consent.

		5.	The Tenant hereby agrees to provide Mortgagee with a 
copy of any written notice given by Tenant to Landlord of any default 
under the Lease by the Landlord (such copy to Mortgagee to be given 
simultaneously with the giving of the notice to Landlord) and to allow 
Mortgagee the same right and opportunity to remedy or cure such default 
as may be available to Landlord under the Lease prior to exercising any 
right or remedy of the Tenant under the Lease.  Notwithstanding the 
foregoing, Tenant agrees that Mortgagee shall have no obligation to 
remedy or cure any such default.

		6.	In the event that Mortgagee or any other New Landlord 
shall succeed to the interest of Landlord under the Lease, Tenant agrees 
that Mortgagee or such other New Landlord shall not be:  (i) except as 
provided to the contrary in Section 23.1 of the Lease, subject to any 
credits, offsets, defenses, claims or counterclaims which Tenant might 
have against any prior landlord (including Landlord), (ii) bound by any 
rent or additional rent which Tenant shall have paid more than one month 
in advance to any prior landlord (including Landlord), or (iii) bound by 
any amendment or modification to the Lease, or waiver of any provision 
of the Lease, which has not been consented to in writing by Mortgagee.

		7.	Each notice, demand or other communication in 
connection with this Agreement shall be in writing and shall be deemed 
to be given to and served upon the addressee thereof on the earlier of 
(i) actual delivery to such addressee at its address set out above or 
(ii) the third business day after the deposit thereof in the United 
States mails, registered or certified mail, return receipt requested, 
first-class postage prepaid, addressed to such addressee at its address 
set out above.  By notice complying with this section, any party may 
from time to time designate a different address in the continental 
United States as its address for the purpose of the receipt of notice 
hereunder.

		8.	This Agreement shall be binding upon and shall inure 
to the benefit of the parties hereto, and their respective successors 
and assigns.

		9.	This Agreement shall be governed by and construed and 
interpreted in accordance with the laws of the State of Illinois.

		IN WITNESS WHEREOF, the parties hereto have executed, sealed 
and delivered this Agreement as of the day and year first above written.

	MORTGAGEE:

		


	By:	
	   Name:	
	   Title:	



	TENANT:

	_________________________________, a 
_______________


	By:	
	   Name:	
	   Title:	


	Attest:	
	  Name:	
	     Title:	

	(Affix Corporate Seal)


[TO BE EXECUTED IN FORM ACCEPTABLE FOR RECORDING
UNDER THE LAWS OF THE STATE OF ILLINOIS]

EXHIBIT A

Legal Description




EXHIBIT I

PROTECTIVE COVENANTS


EXHIBIT J.

LANDLORD'S AGREEMENT



	THIS LANDLORD'S AGREEMENT (this "Agreement"), is executed and 
delivered as of this _____ day of _____________________, 199__, by 	
								 ("Landlord"), in favor 
of 						 ("Secured Party").

WITNESSETH:

	WHEREAS, Secured Party and 					 
("Borrower"), have entered, are entering, and may from time to time 
hereafter enter into various agreements, instruments and documents 
(collectively the "Loan Agreements") providing for certain financial 
accommodations for the benefit of Borrower; and

	WHEREAS, to secure payment and performance of all of Borrower's 
obligations and liabilities under the Loan Agreements ("Borrower's 
Liabilities"), Secured Party has required that Borrower grant to Secured 
Party a security interest in certain machinery, equipment, inventory and 
other personal property owned by Borrower and all proceeds of the 
foregoing (the "Collateral"); and

	WHEREAS, all or some of the Collateral is now or from time to time 
hereafter may be located at the premises known as 				
					 (the "Premises") [and legally described 
on Exhibit A hereto], which Premises are owned and leased by Landlord to 
Borrower pursuant to that certain Lease Agreement dated 		
	, 199__ (the "Lease"); and

	WHEREAS, Borrower may require loans or advances pursuant to the 
Loan Agreements, and Secured Party, as a condition precedent to making 
such additional loans or advances, has required Landlord to execute and 
deliver this Agreement.

	NOW, THEREFORE, in consideration of the foregoing and for other 
good and valuable consideration, the receipt and sufficiency of which 
are hereby acknowledged, Landlord hereby covenants and agrees with 
Secured Party as follows:

	1.	So long as Secured Party has an interest in the Collateral 
under the Loan Agreements, and subject to all the provisions of this 
Agreement, Landlord waives each and every right which Landlord now has 
or hereafter may have, under the laws of the State of Illinois, or by 
virtue of the Lease, or any renewals, extensions, amendments, 
modifications, substitutions or replacements thereof (a "New Lease") or 
by virtue of Borrower's occupation of the Premises, to claim or assert 
any lien, right, claim or title to any or all of the Collateral, which 
now or hereafter may be placed or located on the Premises.

	2.	Landlord agrees, subject to the provisions of Paragraph 6 of 
this Agreement, that the Collateral (a) is and shall remain personal 
property and (b) is not and shall not become or be deemed to be 
fixtures.

	3.	Subject to all the provisions of this Agreement, Landlord 
recognizes and acknowledges that Secured Party's security interest in 
the Collateral pursuant to the Loan Agreements is superior to any lien, 
right or claim of title of any nature which Landlord now has or 
hereafter may have or assert in or to the Collateral by statute, the 
Lease, any New Lease, any other agreement or otherwise.

	4.	If Landlord gives to Tenant written notice of the occurrence 
of an Event of Default (as that term is defined in the Lease) by Tenant 
under the Lease, Landlord shall send to Secured Party a copy of such 
written notice concurrently with the giving of the notice to Tenant.  
Landlord agrees that, with respect to any Event of Default which arises 
as a result of a failure by Tenant to pay a sum of money required by the 
Lease to be paid by Tenant, Landlord will allow Secured Party to cure 
such monetary Event of Default by Tenant for the same period of time 
that Tenant is entitled to cure such Event of Default.  Nothing 
contained in this Agreement will (i) extend or create any right to cure 
any Event of Default except as expressly provided in the Lease and 
(ii) limit, restrict, alter or modify the rights of Landlord under the 
Lease which are available to Landlord as a result of the occurrence of 
an Event of Default by Tenant.

	5.	In the event of default by Borrower in the payment or 
performance of any of Borrower's Liabilities, Landlord, in accordance 
with all the provisions of this Agreement (a) will not impede or 
interfere with Secured Party in its efforts to assemble all of the 
Collateral located on the Premises, (b) will not interfere with lawful 
efforts by Secured Party to remove the Collateral from the Premises and 
(c) will not hinder Secured Party's lawful actions in enforcing its 
security interest in the Collateral.

	6.	Secured Party may, without affecting the validity of this 
Agreement, extend, amend or in any way modify the terms of payment or 
performance of any of Borrower's Liabilities, without the consent of 
Landlord and without giving notice thereof to Landlord.

	7.	As a material part of the consideration to Landlord for 
entering into this Agreement, Secured Party hereby agrees as follows:

	(a)	Landlord shall have no duty or obligation under this 
Agreement to grant or facilitate access to the Premises by or for 
the benefit of Secured Party, and nothing contained in this 
Agreement shall be deemed or construed to grant to Secured Party 
any right of access to the Premises or the Collateral;

	(b)	Notwithstanding any provisions which may be contained 
in the Loan Agreements, Secured Party shall not have any right to 
undertake or attempt forcible entry to the Premises or to achieve 
entry in any manner which causes any damage to the Premises; 
access by Secured Party to the Premises shall be gained only by 
consent of the Borrower or pursuant to legal process, but always 
without damage to the Premises;

	(c)	If any of the Collateral is affixed in any way to the 
Premises, then, irrespective of the agreement of Landlord in this 
Agreement that Collateral does not constitute fixtures, Secured 
Party shall have the same obligations as Tenant under the Lease to 
restore any damage to the Premises which may be caused by the 
removal of such affixed Collateral; and

	(d)	Any entry by Secured Party into the Premises pursuant 
to this Agreement or the Loan Agreements shall be at the sole risk 
and expense of Secured Party and Secured Party hereby releases 
Landlord from any loss, claim, liability, damage, cost or expense 
of any nature whatsoever which Secured Party may incur in 
connection with the exercise of its rights under this Agreement.

	8.	This Agreement shall inure to the benefit of the successors 
and assigns of Secured Party and shall be binding upon the heirs, 
personal representatives, successors and assigns of Landlord.

	9.	This Agreement shall continue in force until all of 
Borrower's Liabilities are paid and satisfied in full and the Loan 
Agreements have been terminated.

	IN WITNESS WHEREOF, this Agreement has been duly executed and 
delivered as of the day and year specified at the beginning hereof.


LANDLORD:

	


By:	
	Its:	


ACKNOWLEDGED AND AGREED:

TENANT


By:	
	Name:	
	Title:	

SECURED PARTY:

	


By:	
	Its:	




EXHIBIT A

Legal Description of the Premises