STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET

           (Do not use this form for Multi-Tenant Property)



1.   BASIC PROVISIONS ("Basic Provisions")

           1.1   Parties:   This Lease ("Lease") dated, for  reference
     purposes  only, _____________, 1995, is made by and  between  ST.
     LOUIS  PARTNERSHIP  #4,  L.P.,  an  Indiana  limited  partnership
     ("Landlord"), and APRIA HEALTHCARE, INC., a Delaware  corporation
     ("Tenant"),  (collectively  the  "Parties",  or  individually   a
     "Party").

           1.2   Premises:   That  certain real  property  more  fully
     described      on      Exhibit     A      hereto      in      the
     in  the  City of St. John, County of St. Louis, State of Missouri
     (the "Land") including all improvements thereon or to be provided
     by  Landlord  under the terms of this Lease (the "Improvements"),
     and  generally  described  as a 52,200  square  foot  office  and
     warehouse  building  containing approximately 19,720 square  feet
     of office space and approximately 32,480 square feet of warehouse
     space   (subject  to  expansion  as  described  in  the   Special
     Provisions  Addendum hereto) located on 6.94 acres of land  which
     has  been  or  is to be further improved with certain  driveways,
     parking areas, landscaping, utility lines and drainage facilities
     as  more fully described in the Lease ("Premises").  A site  plan
     showing the proposed locations of the Improvements on the Land is
     attached  hereto as Exhibit A-1.  (See Paragraph  2  for  further
     provisions.)

           1.3   Term:  One hundred twenty (120) months ("Lease Term")
     commencing July 1, 1996 ("Commencement Date") and ending June 30,
     2006   ("Expiration  Date").   (See  Paragraph  3   for   further
     provisions.)

           1.4  Base Rent:  The Base Rent (herein so called) shall  be
     payable  at the rate of $ 37,280 per month payable on  the  first
     day  of  each  month  commencing on  the  Commencement  Date  and
     continuing for the first sixty (60) full calendar months  of  the
     Lease Term, and $42,872 per month commencing on the first day  of
     the  sixty-first (61st) full calendar month of the Lease Term and
     continuing thereafter on the first day of each calendar month  of
     the  remainder of the Lease Term.  (See Paragraph 4  for  further
     provisions.)

          1.5  Base Rent Paid Upon Execution.   NONE

           1.6   Permitted Use:  The Premises are to be used by Tenant
     solely  for  general warehouse distribution,  general  office,  a
     pharmacy,  a center for infusion therapy (to the extent permitted
     by Applicable Law) and related purposes and for such other lawful
     purposes that are compatible with a first class business park, as
     determined   by  Landlord  in  its  sole  discretion,  reasonably
     applied.   It  is acknowledged that, as a part of  its  business,
     Tenant  intends  to  store liquid oxygen, cleaning  solvents  and
     other  flammable materials on the Premises and that  Tenant  also
     handles and disposes of medical waste products.

                     1.7   Insuring  Party:  Tenant is  the  "Insuring
               Party"  unless otherwise stated herein.  (See Paragraph
               8 for further provisions.)

          1.8  Real Estate Brokers:   NONE

          1.9  Addenda and Exhibits.  If marked, the following Addenda
     and  Exhibits  are  attached hereto and  incorporated  herein  by
     reference a fully as if set forth herein verbatim:

                                             Exhibits

                         x Exhibit A --   The Land
                         x Exhibit A-1 -- Site Plan
                         x Exhibit B --   Tenancy Statement


                         Addenda

                         x Renewal Option
                         o Expansion/Right of First Refusal Option
                         o Base Rent Adjustment
                         x Construction Addendum
                         x Oxygen Tank Addendum
                         x Special Provisions Addendum


2.   PREMISES.

           2.1  Letting.  Landlord hereby leases to Tenant, and Tenant
     hereby  leases from Landlord, the Premises, for the term, at  the
     rental,  and upon all of the terms, covenants and conditions  set
     forth  in  this  Lease.   Unless otherwise provided  herein,  any
     statement of square footage set forth in this Lease, or that  may
     have  been used in calculating rental, is an approximation  which
     Landlord  and  Tenant agree is reasonable and  the  rental  based
     thereon  is  not  subject to revision whether or not  the  actual
     square footage is more or less.

            2.2    Condition.   If  Landlord  is  to   construct   the
     Improvements  or make improvements to the Premises prior  to  the
     Commencement Date, then Landlord shall deliver the same to Tenant
     in  the condition and subject to the warranties set forth in  the
     Construction Addendum.  If no construction is to be performed  by
     Landlord  hereunder, then Landlord shall deliver the Premises  to
     Tenant  clean  and  free of debris on the Commencement  Date  and
     warrants  to  Tenant that the existing plumbing,  fire  sprinkler
     system,  lighting, air conditioning, heating, and loading  doors,
     if  any, in the Premises, other than those constructed by Tenant,
     shall  have  been  properly maintained and be in  good  operating
     condition  on  the  Commencement Date.  If a non-compliance  with
     said warranty exists as of the Commencement Date, Landlord shall,
     except  as  otherwise  provided in  this  Lease,  promptly  after
     receipt  of  written  notice  from  Tenant  setting  forth   with
     specificity the nature and extent of such non-compliance, rectify
     same at Landlord's expense.

           2.3   Compliance with Covenants, Restrictions and  Building
     Code.   Landlord warrants to Tenant that the improvements on  the
     Premises comply and on the Commencement Date will comply with all
     applicable  covenants  or restrictions of record  and  applicable
     building  codes,  regulations and ordinances  in  effect  on  the
     Commencement  Date.   If the Premises do  not  comply  with  said
     warranty,  Landlord shall, except as otherwise provided  in  this
     Lease,  promptly  after  receipt of written  notice  from  Tenant
     setting forth with specificity the nature and extent of such  non-
     compliance, rectify the same at Landlord's expense.

           2.4   Representations Concerning Premises.  Landlord hereby
     represents  that the Premises are suitable for Tenant's  intended
     use,  that such use is permitted by Applicable Law, and that  all
     improvements  made  thereto have been performed  in  a  good  and
     workmanlike manner in accordance with the terms of this Lease.


3.   TERM.

          3.1  Term.  The scheduled Commencement Date, Expiration Date
     and Lease Term of this Lease are specified in Section 1.3.

           3.2   Early  Possession.  During the  forty-five  (45)  day
     period  prior to the Commencement Date, Tenant, on the terms  set
     forth  in  the  Construction Addendum,  shall have the  right  to
     enter  upon the Premises for purposes of installing its  cabling,
     fixtures,   furnishings  and  equipment.    However,   prior   to
     substantial  completion of construction, any  work  performed  by
     Tenant  must  be performed by AFL-CIO recognized union  craftsmen
     approved by local union authorities having jurisdiction over  the
     project.   Such entry upon the Premises shall not  be  deemed  to
     constitute the taking of possession or occupancy of the Premises.
     If Tenant totally or partially occupies the Premises prior to the
     Commencement Date and begins conducting business from within  the
     Premises,  the obligation to pay Base Rent shall commence  during
     the  period  of  such early possession.  In addition,  all  other
     terms of this Lease (including but not limited to the obligations
     to pay Real Property Taxes and insurance premiums and to maintain
     the Premises) shall be in effect during such period.  In such  an
     event,  the Commencement Date shall be advanced to coincide  with
     the  date  upon  which such early commencement of  business  from
     within  the Premises shall occur and the Expiration Date  of  the
     Lease  Term  shall  be advanced accordingly.  However,  under  no
     circumstances shall Tenant be obligated to take possession of the
     Premises  until the later to occur of the scheduled  Commencement
     Date  and  the date the Premises are delivered to Tenant  in  the
     condition required hereby.

          3.3  Delay In Possession.  If for any reason Landlord cannot
     deliver possession of the Premises to Tenant as agreed herein  by
     the  scheduled Commencement Date, Landlord, except as may be  set
     forth  in  the  Construction Addendum, if any,  attached  hereto,
     shall  not  be subject to any liability therefor, nor shall  such
     failure affect the validity of this Lease, or the obligations  of
     Tenant hereunder, or extend the Lease Term.  In such case, Tenant
     shall  not, except as otherwise provided herein, be obligated  to
     pay  rent  or  perform any other obligation of Tenant  under  the
     terms  of  this Lease until Landlord delivers possession  of  the
     Premises  to  Tenant, the Commencement Date shall be adjusted  to
     coincide  with  the date the Premises are actually  delivered  by
     Landlord  to Tenant in accordance with the requirements  of  this
     Lease and the Expiration Date shall be adjusted accordingly.   If
     possession   of  the Premises is not delivered to  Tenant  within
     ninety  (90) days after the scheduled Commencement Date  (subject
     to  delays  caused by "Forces Majeures" as provided  for  in  the
     Construction Addendum"), Tenant may, at its option, by notice  in
     writing  to  Landlord,  cancel this Lease,  in  which  event  the
     Parties  shall  be  discharged from  all  obligations  hereunder;
     provided, however, that if such written notice by Tenant  is  not
     received  by  Landlord  prior to the delivery  of  possession  by
     Landlord,  Tenant's  right to cancel this Lease  shall  terminate
     and be of no further force or effect.  Except as may be otherwise
     provided,  and  regardless  of  when  the  Lease  Term   actually
     commences, if possession is not tendered to Tenant when  required
     by  this  Lease  and  Tenant does not terminate  this  Lease,  as
     aforesaid, the period free of the obligation to pay Base Rent, if
     any, that Tenant would otherwise have enjoyed shall run from  the
     date of delivery of possession and continue for a period equal to
     what  Tenant would otherwise have enjoyed under the terms hereof,
     but  minus  any  days  of delay caused by the  acts,  changes  or
     omissions  of  Tenant.   After  the  occurrence  of  the   actual
     Commencement Date, either Party, upon request by the other, shall
     execute a memorandum reflecting the actual Commencement Date  and
     Expiration Date.


4.   RENT.

           4.1   Base  Rent.  Except as herein specifically  provided,
     Tenant  shall  cause  payment of Base  Rent  and  other  rent  or
     charges,  as  the same may be adjusted from time to time,  to  be
     received  by  Landlord  in lawful money  of  the  United  States,
     without offset or deduction, on or before the day on which it  is
     due  under the terms of this Lease.  Base Rent and all other rent
     and  charges for any period during the term hereof which  is  for
     less  than  one  (1) full calendar month shall be prorated  based
     upon  the  actual number of days of the calendar month  involved.
     Payment  of Base Rent and other charges shall be made to Landlord
     at  its address stated herein or to such other persons or at such
     other  addresses as Landlord may from time to time  designate  in
     writing  to  Tenant.  If the Commencement Date shall occur  on  a
     date  which is not the first day of a calendar month, the partial
     month at the commencement of the Lease Term shall be added to the
     Lease  Term  so that the 120 months of the scheduled  Lease  Term
     shall  commence to elapse on the first day of the first  calendar
     month  following  the month during which the actual  Commencement
     Date  occurs.  The Base Rent for any such partial calendar  month
     at  the commencement of the Lease Term shall be calculated at the
     same rate as is provided for the first month of the Lease Term.


5.   SECURITY DEPOSIT.  INTENTIONALLY DELETED

6.   USE.

          6.1  Use.  Tenant shall use and occupy the Premises only for
     the purposes set forth in Section 1.6, or any other use which  is
     comparable  thereto.  Landlord hereby agrees to not  unreasonably
     withhold  or delay its consent to any written request by  Tenant,
     Tenant's  assignees  or subtenants, and by prospective  assignees
     and subtenants of the Tenant, its assignees and subtenants, for a
     modification of said permitted purpose for which the premises may
     be  used  or  occupied, so long as the same will not  impair  the
     structural  integrity of the improvements on  the  Premises,  the
     mechanical  or  electrical systems therein, is not  significantly
     more  burdensome  to  the Premises and the improvements  thereon,
     shall  not  cause  a  material diminution of  the  value  of  the
     Premises, and is otherwise permissible pursuant to this Paragraph
     6.   If  Landlord elects to withhold such consent, Landlord shall
     within  five  (5)  business days give a written  notification  of
     same,  which  notice shall include an explanation  of  Landlord's
     reasonable objections to the change in use.  Tenant covenants and
     agrees  that it will use, maintain and occupy the Premises  in  a
     careful,  safe and lawful manner.  Subject to and as provided  in
     Section  6.3, Tenant shall not (i) allow the Premises or the  use
     thereof to violate any ordinance, statute, order or regulation of
     any  governmental authority, including but not limited  to  those
     governing zoning, health, safety, occupational hazards, pollution
     and  environmental control;  (ii) maintain or permit any nuisance
     to  occur on the Premises;  (iii) use the Premises, or allow  the
     Premises to be used, for any purpose or in any manner which would
     invalidate  any  policy or insurance of Tenant now  or  hereafter
     carried  on  the Premises;  (iv) commit or permit waste  thereon;
     (v)  use  the  Premises, or allow the Premises  to  be  used,  in
     violation  of  any  restrictive covenant applicable  thereto;  or
     (vi)  use the Premises in any manner or store anything in or upon
     the  Premises  which shall result in a greater  hazard  than  the
     occupancy  originally  contemplated  under  this  Lease.   It  is
     acknowledged that, as a part of its business, Tenant  intends  to
     store  liquid  oxygen,  cleaning  solvents  and  other  flammable
     materials  on  the  Premises and that  Tenant  also  handles  and
     disposes of medical waste products.  Tenant hereby covenants  and
     agrees  that it will (i) fully disclose to its various  insurance
     carriers  all  of  the  potentially  hazardous  aspects  of   its
     operations,  (ii)  store, handle and dispose  of  all  flammable,
     toxic,  and  hazardous materials, including  without  limitation,
     medical waste, in accordance with all applicable statutes,  laws,
     ordinances,  codes, rules and regulations and in accordance  with
     prudent  practices, (iii) not allow any escape, spill or improper
     disposal  of  any  hazardous substance or medical  waste  on  the
     Premises  or any part thereof, (iv) obtain, prior to commencement
     of  operations,  all  necessary governmental, administrative  and
     regulatory  permits,  licenses  and  approvals  and  (v)   notify
     Landlord  promptly of any escape, spill or improper  disposal  of
     any  hazardous  substance or medical waste on the Premises  which
     violates  any  applicable law, statute, ordinance, code  rule  or
     regulation.

          6.2  Hazardous Substances.

                 (a)   Reportable  Uses  Require  Consent.   The  term
     "Hazardous  Substance"  as  used in this  Lease  shall  mean  any
     product,  substance, chemical material or waste  whose  presence,
     nature, quantity and/or intensity of existence, use, manufacture,
     disposal,  transportation, spill, release or  effect,  either  by
     itself or in combination with other materials expected to  be  on
     the  Premises, is either: (i) potentially injurious to the public
     health, safely or welfare, the environment or the Premises,  (ii)
     regulated or monitored by any governmental authority, or (iii)  a
     basis  for  liability of Landlord to any governmental  agency  or
     third  party  under any applicable statute or common law  theory.
     Hazardous  Substance  shall  include,  but  not  be  limited  to,
     hydrocarbons, petroleum, gasoline, crude oil or any products, by-
     products  or  fractions thereof.  Except as  otherwise  permitted
     herein, Tenant shall not engage in any activity in, or about  the
     Premises  which  constitutes  a Reportable  Use  (as  hereinafter
     defined)  of  Hazardous  Substances  without  the  express  prior
     written consent of Landlord and compliance in a timely manner (at
     Tenant's  sole  cost  and expense) with all  Applicable  Law  (as
     defined  in  Section 6.3).  "Reportable Use" shall mean  (i)  the
     installation or use of any above or below ground storage tank, or
     (ii) the generation, possession, storage, use, transportation, or
     disposal of a Hazardous Substance that requires a permit from, or
     with  respect to which a report, notice, registration or business
     plan  is  required  to be filed with any governmental  authority.
     Reportable Use shall also include Tenant's being responsible  for
     the  presence  in,  on  or  about the  Premises  of  a  Hazardous
     Substance  with respect to which any Applicable Law  (hereinafter
     defined)  requires that a notice be given to persons entering  or
     occupying     the    Premises    or    neighboring    properties.
     Notwithstanding  the  foregoing, Tenant may,  without  Landlord's
     prior consent, but in compliance with all Applicable Law, use any
     ordinary and customary materials reasonably required to  be  used
     by  Tenant in the normal course of Tenant's business permitted on
     the  Premises,  so long as such use is not a Reportable  Use  and
     does  not  expose the Premises or neighboring properties  to  any
     meaningful risk of contamination or damage or expose Landlord  to
     any  liability therefor.  In addition, Landlord may (but  without
     any  obligation to do so) condition its consent  to  the  use  or
     presence of any Hazardous Substance, activity or storage tank  by
     Tenant  upon Tenant's giving Landlord such additional  assurances
     as  Landlord,  in its reasonable discretion, deems  necessary  to
     protect  itself,  the  public, the Premises and  the  environment
     against   damage,   contamination  or  injury  and/or   liability
     therefrom  or  therefor,  including,  but  not  limited  to,  the
     installation  (and  removal  on or  before  Lease  expiration  or
     earlier   termination)   of   reasonably   necessary   protective
     modifications to the Premises (such as concrete encasements).

                (b)  Duty to Inform Landlord.  If Tenant knows, or has
     reasonable  cause to believe, that a Hazardous  Substance,  or  a
     condition  involving  or resulting from  same,  has  come  to  be
     located  in,  on,  under  or about the Premises,  other  than  as
     previously  consented  to  by Landlord  or  permitted  hereunder,
     Tenant  shall  give  written notice of  such  fact  to  Landlord.
     Tenant  shall  also  provide Landlord a copy  of  any  statement,
     report, notice, registration, application, permit, business plan,
     license,  claim, action or proceeding given to, or received  from
     any  governmental authority or private party, or persons entering
     or  occupying  the  Premises,  concerning  the  presence,  spill,
     release, discharge of, or exposure to, any Hazardous Substance or
     contamination  in, on, or about the Premises, including  but  not
     limited  to  all  documents as may be involved in any  Reportable
     Uses involving the Premises.

                (c)   Compliance and Indemnification.   Tenant  hereby
     covenants  and agrees that it will (i) store, handle and  dispose
     of  all  flammable,  toxic,  and Hazardous  Substance,  including
     without  limitation,  medical  waste,  in  accordance  with   all
     applicable   statutes,  laws,  ordinances,   codes,   rules   and
     regulations  and in accordance with prudent practices,  (ii)  not
     allow  any  escape, spill or improper disposal of  any  Hazardous
     Substance  or medical waste on the Premises or any part  thereof,
     (iii)  obtain, prior to commencement of operations, all necessary
     governmental, administrative and regulatory permits, licenses and
     approvals  and  (iv) notify Landlord immediately of  any  escape,
     spill  or improper disposal of any Hazardous Substance or medical
     waste on the Premises which violates any applicable law, statute,
     ordinance,  code,  rule  or  regulation.Tenant  shall  indemnify,
     protect, defend and hold Landlord, its agents, employees, lenders
     and  ground lessor, if any, and the Premises, harmless  from  and
     against  any  and all loss of rents and/or damages,  liabilities,
     judgments, costs, claims, liens, expenses, penalties, permits and
     attorney's and consultant's fees arising out of or involving  any
     Hazardous  Substance or storage tank brought onto the  Land,  the
     Building  or  the  Premises by or for Tenant  or  under  Tenant's
     control.
          6.3  Tenant's Compliance with Law.

                (a)  Definition;  Evidence of Compliance.   Except  as
     otherwise provided in this Lease, Tenant shall, at Tenant's  sole
     cost  and  expense,  fully, diligently and in  a  timely  manner,
     comply  with  all "Applicable Law", which term is  used  in  this
     Lease  to  include  all  laws,  rules,  regulations,  ordinances,
     directives,  covenants,  easements and  restrictions  of  record,
     permits,  the  requirements  of  any  applicable  fire  insurance
     underwriter   or  rating  bureau,  and  the  recommendations   of
     Landlord's  engineers and/or consultants, relating in any  manner
     to  the Premises (including but not limited to matters pertaining
     to  (i) industrial hygiene, (ii) environmental conditions on, in,
     under  or  about  the  Premises, including soil  and  groundwater
     conditions,   and   (iii)   the  use,  generation,   manufacture,
     production  installation,  maintenance, removal,  transportation,
     storage,  spill or release of any Hazardous Substance or  storage
     tank), now in effect or which may hereafter come into effect, and
     whether  or not reflecting a change in policy from any previously
     existing policy.  Tenant shall, within forty-five (45) days after
     receipt  of  Landlord's  written request, provide  Landlord  with
     copies  of  all  documents and information,  including,  but  not
     limited  to,  permits,  registrations,  manifests,  applications,
     reports and certificates, evidencing Tenant's compliance with any
     Applicable  Law specified by Landlord, and shall notify  Landlord
     in  writing  (with  copies  of  any documents  involved)  of  any
     threatened or actual claim, notice, citation, warning,  complaint
     or  report  pertaining to or involving failure by Tenant  or  the
     Premises to comply with any Applicable Law.

                (b)  Tenant's Right to Contest.  Tenant shall have the
     right  after written notice to Landlord, at its sole expense,  to
     contest  in  good  faith  by appropriate  legal  proceedings  the
     validity  or  application of any law, ordinance  or  other  legal
     requirement  and  to  delay  compliance  therewith  pending   the
     prosecution  of such proceedings, provided that (i) no  civil  or
     criminal  penalty, violation, fine or levy would be  incurred  by
     Landlord,  (ii)  no  lien or charge would  be  imposed  upon  the
     Premises  or the Improvements by reason of such delay, and  (iii)
     such legal proceedings are conducted in the manner prescribed  by
     applicable   laws,   ordinances,  statutes,  codes,   rules   and
     regulations  and  requirements  of  any  applicable  governmental
     agency  or  court.   Tenant  shall indemnify  and  hold  Landlord
     harmless   from   and  against  any  and  all  claims,   demands,
     liabilities,  losses,  damages,  costs  and  expenses  (including
     without  limitation,  attorney's  fees)  arising  out  of  or  in
     connection with any such contest by Tenant.

                (c)   Landlord's  Responsibility.  Landlord  shall  be
     responsible  for  any material violations of  legal  requirements
     existing  with respect to the Premises on the Commencement  Date,
     and  Tenant shall have no  liability therefor, unless  caused  by
     Tenant, its employees or agents.  Landlord shall, at its expense,
     make  any  necessary repairs or take other actions  necessary  to
     correct any material violation of legal requirements for which it
     is  responsible, and of which notice is delivered  to  Tenant  or
     Landlord by the appropriate governmental authorities.  If, during
     the  Lease  Term,  any  alteration, addition  or  change  to  the
     Premises is required by legal authorities, then Tenant shall,  at
     its sole expense, make the same.

            6.4   Inspection;  Compliance.   Landlord  and  Landlord's
     Lender(s) [as defined in Section 8.3(a)] shall have the right  to
     enter  the Premises at any time in the case of an emergency,  and
     otherwise  at  reasonable  times upon  reasonable  prior  written
     notice  for  the  purpose  of inspecting  the  condition  of  the
     Premises  and for verifying compliance by Tenant with this  Lease
     and all Applicable Laws (as defined in Section 6.3) and to employ
     experts  and/or  consultants in connection  therewith  and/or  to
     advise  Landlord  with respect to Tenant's activities,  including
     but  not limited to the installation, operation, use, monitoring,
     maintenance,  or  removal of any Hazardous Substance  or  storage
     tank on or from the Premises.  The costs and expenses of any such
     inspections shall be paid by the party requesting same, unless  a
     Default or Breach of this Lease, violation of Applicable Law,  or
     a contamination, caused or materially contributed to by Tenant is
     found  to  exist  or  be imminent, or unless  the  inspection  is
     requested or ordered by a governmental authority as the result of
     any such existing or imminent violation or contamination.


7.    MAINTENANCE; REPAIRS; UTILITY INSTALLATIONS; TRADE FIXTURES  AND
ALTERATIONS.

           7.1   Tenant's  Obligations.  Subject to the provisions  of
     Sections 2.2 (Landlord's warranty as to condition), 2.3 (Tenant's
     warranty as to compliance with covenants, etc.).  7.2 (Landlord's
     obligations   to   repair),   2.4   (representations   concerning
     Premises), 9 (damage and destruction), and 14 (condemnation), and
     any  express  or implied warranties of construction by  Landlord,
     Tenant shall, at Tenant's sole cost and expense and at all times,
     keep  the  Premises and the sidewalks and parking  areas  on  the
     Premises,  and  every part thereof in good order,  condition  and
     repair,  including,  without  limiting  the  generality  of   the
     foregoing, all equipment or facilities serving the Premises, such
     as  interior  and above foundation or slab plumbing  and  utility
     lines,   heating,  air  conditioning,  ventilating,   electrical,
     lighting  facilities, boilers, fired or unfired pressure vessels,
     fire alarm and/or smoke detection systems and equipment, interior
     nonload-bearing walls, ceilings, floor coverings, windows, doors,
     plate  glass,  landscape maintenance, fences, and signs,  located
     in, on, about, or adjacent to the Premises.  Tenant shall not  be
     responsible for keeping or maintaining structural portions of the
     Premises  as  well  as any other portions for which  Landlord  is
     responsible  hereunder,  including  but  not  limited   to,   the
     foundation, the roof, skylights, outside or within or  below  the
     foundation  or  slab plumbing or utility lines,  fire  sprinklers
     and/or  standpipe  and hose or other fire extinguishing  systems,
     fire  hydrants, fixtures, exterior or load bearing walls, floors,
     retaining walls or drainage systems.  Tenant shall not  cause  or
     permit any Hazardous Substance to be spilled or released in,  on,
     under  or  about the Premises (including through the plumbing  or
     sanitary  sewer system) and shall promptly, at Tenant's  expense,
     take   all   investigatory  and/or  remedial  action   reasonably
     recommended, whether or not formally ordered or required, for the
     cleanup  of  any  contamination  of,  and  for  the  maintenance,
     security   and/or  monitoring  of  the  Premises,  the   elements
     surrounding same, or neighboring properties, that was  caused  or
     materially  contributed  to  by  Tenant,  or  pertaining  to   or
     involving  any  Hazardous Substance and/or storage  tank  brought
     into the Premises by or for Tenant or under its control.  Tenant,
     in  keeping  the  Premises in good order, condition  and  repair,
     shall  exercise and perform good maintenance practices.  Tenant's
     obligations shall include restorations, replacements or  renewals
     when  necessary to keep the Premises and all improvements thereon
     or a part thereof in good order, condition and state of repair.

           7.2   Landlord's Obligations.  In addition to  and  without
     limiting  the  generality  of the warranties  and  agreements  of
     Landlord contained in Sections 2.2 (relating to condition of  the
     Premises),   2.3   (relating   to  compliance   with   covenants,
     restrictions  and  building code), 2.4 representative  concerning
     the  Premises)  9 (relating to destruction of the  Premises),  14
     (relating  to  condemnation of the Premises) and any  express  or
     implied warranties of construction of Landlord, it is intended by
     the  Parties hereto that Landlord shall, at Landlord's sole  cost
     and  expense  and  at  all times maintain in good  condition  all
     structural  portions of the Premises, including but  not  limited
     to,  the  foundation, the roof, skylights, outside or  within  or
     below  the  foundation or slab plumbing and utility  lines,  fire
     sprinklers  and/or standpipe and hose or other fire extinguishing
     systems, fire hydrants, fixtures, exterior or load bearing walls,
     floors, retaining walls, and drainage systems. If Tenant occupies
     the  Premises  for  seven (7) years or more, Tenant  may  require
     Landlord to repaint the exterior of the buildings on the Premises
     as  reasonably required, but not more frequently than once  every
     seven  (7)  years.  It is the intention of the Parties  that  the
     terms  of  this  Lease govern the respective obligations  of  the
     Parties as to maintenance and repair of the Premises.

          7.3  Utility Installations; Trade Fixtures; Alterations.

               (a)  Definitions; Consent Required..  The term "Utility
     Installations"  is used in this Lease to refer to all  carpeting,
     window   coverings,   air   lines,   power   panels,   electrical
     distribution,   security,  fire  protection   systems,   lighting
     fixtures,  heating, ventilating, and air conditioning  equipment,
     plumbing,  and  non-demising walls in, on or about the  Premises.
     The  term  "Trade  Fixtures" shall mean  Tenant's  machinery  and
     equipment  (including  but  not limited  to  computer  equipment,
     storage facilities, communication systems, fences, partitions and
     other  similar items) that can be removed without doing  material
     damage  to  the  structural portions of the Premises.   The  term
     "Alterations" shall mean any modification of the improvements  on
     the  Premises from that which are provided by Landlord under  the
     terms  of  this Lease, other than Utility Installations or  Trade
     Fixtures,  or  nonstructural modifications not visible  from  the
     exterior  of  the  Premises, whether  by  addition  or  deletion.
     "Tenant  Owned  Alterations  and/or  Utility  Installations"  are
     defined  as  Alterations and/or Utility   Installations  made  by
     Tenant  that are not yet owned by Landlord as defined in  Section
     7.4(a).   Tenant  shall  not  make  any  Alterations  or  Utility
     Installations  in,  on,  under  or  about  the  Premises  without
     Landlord's  prior  written consent, which consent  shall  not  be
     unreasonably withheld or delayed.  Tenant may, however, make non-
     structural Utility Installations to the interior of the Premises,
     as  long as they are not visible from the outside, do not involve
     puncturing, relocating or removing the roof or any existing walls
     or  the  addition  of  any new walls and do  not  result  in  any
     material  diminution in value of the Premises without  Landlord's
     consent.

               (b)  Consent.  Any Alterations or Utility Installations
     that Tenant shall desire to make and which require the consent of
     the  Landlord shall be presented to Landlord in written form with
     proposed detailed plans.  All consents given by Landlord, whether
     by  virtue  of Section 7.3(a) or by subsequent specific  consent,
     shall  be  deemed conditioned upon:  (i) Tenant's  acquiring  all
     applicable permits required by governmental authorities, (ii) the
     furnishing of copies of such permits together with a copy of  the
     plans   and   specifications  for  the  Alteration   of   Utility
     Installation  to  Landlord  prior to  commencement  of  the  work
     thereof,  and (iii) the compliance by Tenant with all  conditions
     of  said  permits  in  a  prompt  and  expeditious  manner.   Any
     alterations or Utility Installations by Tenant during the term of
     this  Lease shall be done in a good and workmanlike manner,  with
     good  and  sufficient  materials,  and  in  compliance  with  all
     Applicable  Law.   Tenant shall promptly upon completion  thereof
     furnish Landlord with as-built plans and specifications therefor.
     Landlord  may  (but  without obligation to do so)  condition  its
     consent to any requested Alteration or Utility Installation  that
     costs  $50,000  or more upon Tenant's providing Landlord  with  a
     lien  and  completion bond in an amount equal to one and one-half
     times   the   estimated  cost  of  such  Alteration  or   Utility
     Installation and/or upon Tenant's posting an additional  Security
     Deposit with Landlord under Paragraph 36 hereof.

                (c)  Indemnification.  Tenant shall pay, when due, all
     claims  for labor or materials furnished or alleged to have  been
     furnished  to  or for Tenant at or for use on the Premises  which
     claims  are or may be secured by any mechanics's or materialmen's
     lien  against  the Premises or any interest therein.   If  Tenant
     shall,  in  good  faith, contest the validity of any  such  lien,
     claim  or  demand, then Tenant shall, at its sole expense  defend
     and  protect itself, Landlord and the Premises against  the  same
     and  shall pay and satisfy any such adverse judgment that may  be
     rendered  thereon  before  the enforcement  thereof  against  the
     Landlord  or  the  Premises.  If Landlord shall  require,  Tenant
     shall  furnish to Landlord a surety bond satisfactory to Landlord
     in  an amount equal to one and one-half times the amount of  such
     contested  lien  claim  or demand (or, if different,  the  amount
     required by statute), indemnifying Landlord against liability for
     the same, as required by law for the holding of the Premises free
     from the effect of such lien or claim.

           7.4   Ownership  and  Surrender.   All  of  Tenant's  Trade
     Fixtures  shall remain the property of Tenant and may be  removed
     by  Tenant  provided  that if removal of any  of  Tenant's  Trade
     Fixtures  damages any part of the Premises, Tenant  shall  repair
     such  damage.   Any  of  Tenant's Trade Fixtures  which  are  not
     removed  within  twenty (20) days after the  termination  of  the
     Lease  shall  become the property of Landlord.  Tenant's  Utility
     Installations and any alterations to the Premises shall belong to
     the Landlord.  Tenant shall surrender the Premises by the end  of
     the  last day of the Lease Term or any earlier termination  date,
     with   all   of   the  Improvements,  Alterations   and   Utility
     Installations  which  cannot be removed  without  damage  to  the
     Premises, parts and services thereof clean and free of debris and
     in  good operating order, condition and state of repair, ordinary
     wear and tear excepted.

8.   INSURANCE; INDEMNITY.

           8.1   Payment  for Insurance.  Regardless  of  whether  the
     Landlord  or Tenant is the Insuring Party, Tenant shall  pay  for
     all  insurance  required under this Paragraph  8  except  to  the
     extent of the cost attributable to liability insurance carried by
     Landlord  in  excess of $2,000,000 per occurrence.  Premiums  for
     policy periods commencing prior to or extending beyond the  Lease
     term  shall be prorated to correspond to the Lease term.  Payment
     shall  be  made  by  Tenant  to Landlord  within  ten  (10)  days
     following receipt of an invoice for any amount due.

           8.2   Liability Insurance Carried by Tenant.  Tenant  shall
     obtain  and  keep  in  force during the  term  of  this  Lease  a
     commercial  general  liability  policy  of  insurance  protecting
     Tenant and Landlord (as an additional insured) against claims for
     bodily  injury, personal injury and property damage  based  upon,
     involving  or  arising  out of the ownership,  use  occupancy  or
     maintenance  of  the Premises and all areas appurtenant  thereto.
     Such  insurance shall be on an occurrence basis providing  single
     limit  coverage  in  an  amount  not  less  than  $2,000,000  per
     occurrence  with an "Additional Insured Managers or Landlords  of
     Premises"  Endorsement.  All insurance to be  carried  by  Tenant
     shall  be  primary  to  and  not contributory  with  any  similar
     insurance   carried  by  Landlord,  whose  insurance   shall   be
     considered excess insurance only.

           8.3   Property Insurance--Building, Improvements and Rental
     Value.

                (a)   Buildings and Improvements.  The Insuring  Party
     shall  obtain and keep in force during the term of this  Lease  a
     policy or policies of fire and extended coverage insurance in the
     name  of  Landlord,  with loss payable to  Landlord  and  to  the
     holders of any mortgages, deeds of trust or ground leases on  the
     Premises  ("Lender(s)"), insuring loss or damage to the Premises.
     The  amount  of  such  insurance  shall  be  equal  to  the  full
     replacement  cost of the Premises, as the same shall  exist  from
     time  to time, or the amount required by Lenders, but in no event
     more  than  the  commercially reasonable and available  insurable
     value  thereof if, by reason of the unique nature or age  of  the
     improvements  involved,  such latter amount  is  less  than  full
     replacement  cost.  If the coverage is available and commercially
     appropriate,  such  policy or policies shall insure  against  all
     risks  of  direct physical loss or damage (except the  perils  of
     flood  and/or earthquake, unless required by a Lender), including
     coverage  for any additional costs resulting from debris  removal
     and  reasonable  amounts of coverage for the enforcement  of  any
     ordinance or law regulating the reconstruction or replacement  of
     any  undamaged sections of the Premises required to be demolished
     or  removed by reason of the enforcement of any building, zoning,
     safety or land use laws as the result of a covered cause of loss.
     Said  policy  or policies shall also contain an agreed  valuation
     provision   in  lieu  or  any  coinsurance  clause,   waiver   of
     subrogation, and inflation guard protection causing  an  increase
     in  the annual property insurance coverage amounts by a factor of
     not  less  than  the adjusted U.S. Department of  Labor  Consumer
     Price Index for All Urban Consumers for the city nearest to where
     the  Premises  are  located.  If such insurance  coverage  has  a
     deductible clause, the deductible amount shall not exceed $10,000
     per  occurrence,  and Tenant shall be liable for such  deductible
     amount  in  the event of an Insured Loss, as defined  in  Section
     9.1(c).

                (b)   Rental  Value.   The Insuring  Party  shall,  in
     addition, obtain and keep in force during the term of this  Lease
     a  policy or policies in the name of Landlord, with loss  payable
     to  Landlord and Lender(s), insuring the loss of the full  rental
     and  other charges payable by Tenant to Landlord under this Lease
     for  no  less than twelve (12) months (including all real  estate
     taxes,  insurance  costs,  and any scheduled  rental  increases).
     Said  insurance  shall provide that in the  event  the  Lease  is
     terminated by reason of an insured loss, the period of  indemnity
     for  such  coverage  shall be extended beyond  the  date  of  the
     completion of repairs or replacement of the Premises, to  provide
     for  one full year's loss of rental revenues from the date of any
     such  loss.   Said  insurance shall contain an  agreed  valuation
     provision  in lieu of any coinsurance clause, and the  amount  of
     coverage  shall  be  adjusted annually to reflect  the  projected
     rental income, property taxes, insurance premium costs and  other
     expenses, if any, otherwise payable by Tenant for the next twelve
     (12)  month  period.  Tenant shall be liable for  any  deductible
     amount in the event of such loss.

                (c)  Adjacent Premises.  If the Premises are part of a
     group  of buildings owned by Landlord which are adjacent  to  the
     Premises,  the Tenant shall pay for an increase in  the  premiums
     for  the property insurance of such building or buildings if said
     increase  is caused by Tenant's acts, omissions, use or occupancy
     of the Premises.

                (d)   Tenant's Improvements.  If the Landlord  is  the
     Insuring  Party,  the Landlord shall not be  required  to  insure
     Tenant Owned Alterations or Utility Installations unless the item
     in  question has become the property of Landlord under the  terms
     of  this  Lease.   If  Tenant is the Insuring Party,  the  policy
     carried  by  Tenant  under this Section 8.3 shall  insure  Tenant
     Owned Alterations or Utility Installations.

            8.4    Tenant's  Property  Insurance.   Subject   to   the
     requirements of Section 8.5, Tenant at its cost shall  either  by
     separate  policy or, by endorsement to a policy already  carried,
     maintain insurance coverage on all of Tenant's personal property,
     Tenant  Owned Alterations and Utility Installations  in,  on,  or
     about  the  Premises similar in coverage to that carried  by  the
     Insuring Party under Section 8.3.  Such insurance shall  be  full
     replacement  cost  coverage with a deductible of  not  to  exceed
     $1,000  per  occurrence.  The proceeds from  any  such  insurance
     shall  be used by Tenant for the replacement of personal property
     or  the  restoration  of  Tenant Owned  Alterations  and  Utility
     Installations.  Tenant shall be the Insuring Party  with  respect
     to  the  insurance required by this Section 8.4 and shall provide
     Landlord with written evidence that such insurance is in force.

          8.5  Insurance Policies.  Insurance required hereunder shall
     be  in  companies maintaining at the commencement of  the  policy
     term  a "General Policyholders Rating" of at least B+, V, or such
     other rating as may be required by a Lender having a lien on  the
     Premises,  as  set  forth in the most current  issue  of  "Best's
     Insurance Guide".  If Tenant is the Insuring Party, Tenant  shall
     cause  to  be  delivered to Landlord certificates evidencing  the
     existence  and  amounts of such insurance with the  insureds  and
     loss payable clauses as required by this Lease.  The certificates
     shall  provide that Landlord shall receive thirty (30) days prior
     written  notice  of cancellation.  Tenant shall at  least  thirty
     (30)  days  prior  to  the expiration of such  policies,  furnish
     Landlord   with  evidence  of  renewals  or  "insurance  binders"
     evidencing renewal thereof, or Landlord may order such  insurance
     and  charge  the  cost thereof to Tenant, which amount  shall  be
     payable by Tenant to Landlord upon demand.  If the Insuring Party
     shall  fail to procure and maintain the insurance required to  be
     carried  by the Insuring Party under this Paragraph 8, the  other
     Party may, but shall not be required to, procure and maintain the
     same, but at Tenant's expense.

           8.6   Waiver of Subrogation.  Without affecting  any  other
     rights  or  remedies, Tenant and Landlord ("Waiving Party")  each
     hereby  releases and relieves the other, and waive  their  entire
     right to recover damages (whether in contract or in tort) against
     the  other, for loss of or damage to the Waiving Party's property
     arising  out of or incident to the perils required to be  insured
     against  under  Paragraph 8.  The effect  of  such  releases  and
     waivers  of the right to recover damages shall not be limited  by
     the   amount  of  insurance  carried  or  required,  or  by   any
     deductibles applicable thereto.

            8.7    Indemnity.    Except  for  Landlord's   misconduct,
     negligence and/or breach of express warranties and the provisions
     of  this Lease, Tenant shall indemnify, protect, defend and  hold
     harmless  the Premises, Landlord and its agents from and  against
     any  and all claims, loss of rents and/or damages, costs,  liens,
     judgments,   penalties,   permits,  reasonable   attorney's   and
     consultant's  fees, expenses and/or liabilities arising  out  of,
     involving,  or in dealing with the occupancy of the  Premises  by
     Tenant,  the  conduct of Tenant's business, any act, omission  or
     neglect   of  Tenant,  its  agents,  contractors,  employees   or
     invitees,  and  out of any Default or Breach  by  Tenant  in  the
     performance  in  a timely  manner of any obligation  on  Tenant's
     part  to  be performed under this Lease.  In case any  action  or
     proceeding  be brought against Landlord by reason of any  of  the
     foregoing matters, Tenant upon notice from Landlord shall  defend
     the  same  at Tenant's expense by counsel reasonably satisfactory
     to  Landlord  and Landlord shall cooperate with  Tenant  in  such
     defense.

           8.8   Exemption  of  Landlord from Liability.   Except  for
     Landlord's negligence, intentional act, breach of this  Lease  or
     misconduct, Landlord shall not be liable for injury or damage  to
     the  person  or  goods, wares, merchandise or other  property  of
     Tenant, Tenant's employees, contractors, invitees, customers,  or
     any other person in or about the Premises, whether such damage or
     injury  is  caused  by or results from fire, steam,  electricity,
     gas, water or rain, or from the breakage, leakage, obstruction or
     other  defects  of  pipes,  fire sprinklers,  wires,  appliances,
     plumbing,  air  conditioning or lighting fixtures,  or  from  any
     other  cause,  whether  the said injury or  damage  results  from
     conditions  arising upon the Premises or upon other  portions  of
     the  building  of which the Premises are a part,  or  from  other
     sources  or places, and regardless of whether the cause  of  such
     damage or injury or the means of repairing the same is accessible
     or not.


9.   DAMAGE OR DESTRUCTION.

           9.1   Fire  and Other Casualty.  In the event of  total  or
     partial  destruction of the Premises by fire or  other  casualty,
     Landlord  agrees to promptly restore and repair the  Premises  to
     the   same  or  equivalent  condition  as  existed  as   of   the
     Commencement Date, but not including Tenant's Trade Fixtures  and
     other  personal  property which were not a part  of  the  initial
     construction  by  Landlord; provided,  however,  that  Landlord's
     obligation to restore and repair the Premises shall be subject to
     the  sufficiency of insurance proceeds for restoration and repair
     and  subject  to  the availability of such replacement  insurance
     proceeds  from  any  current or subsequent  bona-fide  mortgagee.
     Notwithstanding  the  foregoing,  if  the  Premises  are  (i)  so
     destroyed  that  they cannot be repaired or  rebuilt  within  two
     hundred  forty  (240)  days  after the  date  of  the  damage  or
     destruction; or (ii) destroyed by a casualty which is not covered
     by  the  insurance required hereunder, then, in  the  case  of  a
     clause  (i) casualty, either Landlord or Tenant may, or,  in  the
     case  of  a clause (ii) casualty, then Landlord may, upon  thirty
     (30) days written notice to the other party, terminate and cancel
     this Lease; and all further obligations hereunder shall thereupon
     cease and terminate as of the earlier to occur of (i) the date of
     termination,  or (ii) the expiration of the rent  loss  insurance
     benefits  described  herein.  Landlord  shall  notify  Tenant  in
     writing  within  ninety (90) days of the date of  the  damage  or
     destruction as to whether or not Landlord intends to restore  and
     repair  the  Premises and the estimated completion time  thereof.
     Any  proceeds  from  the  fire  and extended  coverage  insurance
     policies  not utilized (i) by Landlord in restoring or  repairing
     the  Premises  or  (ii) to reimburse Landlord  for  any  and  all
     reasonable out-of-pocket costs and expenses incurred by  Landlord
     in  connection with such damage or destruction shall  become  the
     sole  property of Tenant; provided, however, that Landlord  shall
     oversee  the  restoration and repair, and Tenant  shall  have  no
     rights  with  respect thereto other than its right to  employ  an
     inspecting architect or engineer who will have the same rights as
     the Inspecting Architect under the Construction Addendum hereto.


           9.2   Damage Near End of Term.  If at any time  during  the
     last  three (3) years of the Lease Term there is damage for which
     the  cost to repair exceeds 25% of the Base Rent which is  to  be
     paid  for  the  remainder of the Term, whether or  not  insurance
     proceeds are available to restore the Premises, Landlord may,  at
     Landlord's option, terminate this Lease effective as of the  date
     of  occurrence of such damage by giving written notice to  Tenant
     of Landlord's election to do so within thirty (30) days after the
     date  of occurrence of such damage.  Provided, however, if Tenant
     at that time has an exercisable option to extend this Lease or to
     purchase  the Premises, then Tenant may preserve this  Lease  by,
     within  twenty (20) days following the occurrence of the  damage,
     or  before the expiration of the time provided in such option for
     its   exercise,   whichever  is  earlier   ("Exercise   Period"),
     exercising  such  option.  If Tenant duly exercises  such  option
     during said Exercise Period and provides Landlord with funds  (or
     adequate  assurance thereof) to cover any shortage  in  insurance
     proceeds,  Landlord  shall, at Landlord's  expense,  repair  such
     damage  as  soon  as  reasonably possible and  this  Lease  shall
     continue  in full force and effect.  If Tenant fails to  exercise
     such  option  and  provide such funds or  assurance  during  said
     Exercise Period, then Landlord may at Landlord's option terminate
     this  Lease  as of the expiration of said sixty (60)  day  period
     following the occurrence of such damage by giving written  notice
     to  Tenant  of Landlord's election to do so within ten (10)  days
     after the expiration of the Exercise Period, notwithstanding  any
     term or provision in the grant of option to the contrary.

          9.3  Abatement of Rent;  Tenant's Remedies.

               (a) In the event the damage described in Section 9.1 of
     this Lease is to be restored, the Base Rent, Real Property Taxes,
     insurance premiums, and other charges, if any, payable by  Tenant
     hereunder for the period during which such damage, its repair  or
     the  restoration continues (not to exceed the period  and  amount
     for  which  rental value insurance is provided  or  paid  for  by
     Tenant),  shall  be abated in proportion to the degree  to  which
     Tenant's use of the Premises is impaired.

                (b)  If Landlord shall be obligated or has elected  to
     repair  or  restore the Premises under the provisions of  Section
     9.1  and shall not commence, in a substantial and meaningful way,
     and thereafter diligently pursue the repair or restoration of the
     Premises  within  ninety (90) days after  such  obligation  shall
     accrue or such election is made, Tenant may, at any time prior to
     the  commencement  of  such repair or restoration,  give  written
     notice  to Landlord and to any Lenders of which Tenant has actual
     notice of Tenant's election to terminate this Lease on a date not
     less  than  sixty (60) days following the giving of such  notice.
     If Tenant gives such notice to Landlord and such Lenders and such
     repair  or  restoration is not commenced within thirty (30)  days
     after  receipt of such notice and thereafter diligently  pursued,
     this  Lease shall terminate on the date specified in said  notice
     as  of  the  date  of  the casualty.  If  Landlord  or  a  Lender
     commences the repair or restoration of the Premises within thirty
     (30) days after receipt of such notice, this Lease shall continue
     in  full  force and effect.  "Commence" as used in this Paragraph
     shall   mean  either  the  unconditional  authorization  of   the
     preparation of the required plans, or the beginning of the actual
     work  on  the Premises, whichever first occurs, provided  repairs
     and restoration are thereafter diligently pursued to completion.

           9.4  Hazardous Substance Conditions.  "Hazardous Materials"
     shall  mean  any Hazardous Substances, including (i)  any  solid,
     liquid or gaseous waste, substance or emission or any combination
     thereof  which  may  cause  or  significantly  contribute  to  an
     increase in mortality or in serious illness or pose the risk of a
     substantial present or potential hazard to human health,  to  the
     environment or otherwise to animal or plant;  (ii) any  chemical,
     material or substance now or hereafter defined as or included  in
     the  definition  of  "hazardous substances," "hazardous  wastes,"
     "hazardous  materials," "toxic substances," or words  of  similar
     import under any applicable local, state or federal law or  under
     the  regulations  adopted  or publications  promulgated  pursuant
     thereto,  including without limitation hazardous  substances  and
     materials  described in the Comprehensive Environmental Response,
     Compensation  and  Liability  Act  of  1980,  as  amended;    the
     Hazardous    Materials   Transportation   Act;    the    Resource
     Conservation and Recovery Act, as amended;  and the Federal Water
     Pollution   Control  Act,  as  amended  (collectively  "Hazardous
     Material  Laws");   and (iii) explosives, radioactive  materials,
     hazardous  wastes, medical wastes or substances, toxic wastes  or
     substances or any other materials or pollutants which  cause  the
     Premises  to  be  in  violation of any Hazardous  Material  Laws.
     Tenant shall not in any manner use, maintain or allow the use  or
     maintenance  of the Premises in violation of any law,  ordinance,
     statute, regulation, rule or order (collectively "Laws")  of  any
     governmental  authority, including but not limited  to  Hazardous
     Material   Laws   and  Laws  governing  zoning,  health,   safety
     (including fire safety), occupational hazards, and pollution  and
     environmental control.  Tenant shall not use, maintain  or  allow
     the  use  or  maintenance of the Premises or any part thereof  to
     generate, treat, store, dispose of, transfer, release, convey  or
     recover  Hazardous Materials nor shall Tenant otherwise,  in  any
     manner,   possess  or  allow  the  possession  of  any  Hazardous
     Materials  on  or  about  the Premises;  provided,  however,  any
     Hazardous Material lawfully permitted and generally recognized as
     necessary  and  appropriate for use in connection  with  Tenant's
     proposed uses of the Premises as described in Section 6.1  hereof
     may  be  stored  and used on the Premises so  long  as  (i)  such
     storage  and  use is in the ordinary course of Tenant's  business
     permitted  under  this  Lease;  (ii)  such  storage  and  use  is
     performed  in  compliance  with  all  applicable  Laws   and   in
     compliance with the highest standards prevailing in the  industry
     for the storage and use of such materials;  (iii) Tenant delivers
     prior  written  notice  to  Landlord  of  the  identity  of   and
     information  regarding  such materials as Landlord  may  require;
     and  (iv)  Landlord  consents  thereto  or  the  use  is  already
     permitted  under  Section 6.1.  Tenant shall  immediately  notify
     Landlord  of the presence or suspected presence of any  Hazardous
     Materials on or about the Premises and shall deliver to  Landlord
     any notice received by Tenant relating thereto.

           Landlord and its agents shall have the right, but  not  the
     duty,  to inspect the Premises and conduct tests thereon  at  any
     time  to  determine  whether or the  extent  to  which  there  is
     Hazardous  Material  on the Premises.  Landlord  shall  have  the
     right  immediately  to  enter upon the  Premises  to  remedy  any
     contamination  found thereon.  In exercising its  rights  herein,
     Landlord  shall  use reasonable efforts to minimize  interference
     with  Tenant's  business but such entry shall not  constitute  an
     eviction  of Tenant, in whole or in part, and Landlord shall  not
     be  liable  for  any  interference, loss, or damage  to  Tenant's
     property   or  business  caused  thereby.   If  any   lender   or
     governmental  agency  shall  ever require  testing  to  ascertain
     whether  there has been a release of Hazardous Materials, Tenant,
     at  its  expense,  shall cause such tests  to  be  made  if  such
     requirement arose in whole or in part because of Tenant's use  of
     the  Premises.  However, with respect to any entity other than  a
     governmental  agency,  such testing shall  be  required  no  more
     frequently than once in any twenty-four (24) month period, unless
     the  party(ies) requesting same have a reasonable belief  that  a
     discharge or release of Hazardous Materials has occurred on or in
     the  Premises,  Tenant shall execute affidavits,  representations
     and the like from time to time, at Landlord's request, concerning
     Tenant's best knowledge and belief regarding the presence of  any
     Hazardous Materials on the Premises or Tenant's intent  to  store
     or  use  Hazardous  Materials  on  the  Premises.   Tenant  shall
     indemnify  and  hold harmless landlord from any and  all  claims,
     loss,  liability, costs, expenses or damage, including attorneys'
     fees  and cost of remediation, incurred by Landlord in connection
     with  the  presence of any Hazardous Materials on  the  Premises,
     whether  or  not such Hazardous Materials were brought  onto  the
     Premises  by  Tenant,  and regardless of how  such  contamination
     occurred.   Notwithstanding the foregoing, Tenant  shall  not  be
     responsible  or liable for contamination caused by the  sole  and
     direct   recklessness  or  wilful  misconduct  of   Landlord   or
     Landlord's  agents, representatives or employees or contamination
     of  the  subsurface or groundwater due to causes beyond  Tenant's
     Control.  The covenants and obligations of Tenant hereunder shall
     survive the expiration or earlier termination of this Lease.

           Notwithstanding the foregoing, Tenant shall not  be  liable
     for  any  undisclosed or unknown Hazardous Materials that existed
     in  the Premises on the Commencement Date of the Lease, except to
     the  extent  that activities by Tenant, its employees or  agents,
     cause  an  aggravation of the hazard pertaining to such Hazardous
     Materials;   provided, however, that Tenant shall not  be  liable
     for  the  aggravation of the hazard pertaining to  any  Hazardous
     Materials,  the presence of which in the Premises is  unknown  to
     Tenant,  but is known by Landlord at the time and undisclosed  to
     Tenant.  For example, if asbestos exists in the Premises  on  the
     Commencement Date, that would not constitute a default by Tenant,
     but any subsequent actions by Tenant that caused the asbestos  to
     become  friable would constitute a default by Tenant,  except  to
     the  extent  that  the presence of asbestos in the  Premises  was
     unknown  to  Tenant and was known to Landlord  at  the  time  and
     undisclosed to Tenant.

            Landlord  represents  and  warrants  to  Tenant  that,  to
     Landlord's knowledge (1) no Hazardous Material, including without
     limitation,   asbestos-containing   materials   and    electrical
     transformers  or ballasts containing PCBs, are present,  or  were
     installed,  exposed, released or discharged in, on or  under  the
     property  at  any  time  during or prior to Landlord's  ownership
     thereof, and no prior owner or occupant of the Premises has  used
     Hazardous  Materials therein (except for ordinary office  use  in
     compliance with all applicable laws, rules and regulations),  (2)
     no  storage  tanks for gasoline or any other Hazardous  Materials
     are  or were located on the property at any time during or  prior
     to  Landlord's  ownership thereof and (3) the  property  and  the
     Premises  have  been  used and operated in  compliance  with  all
     applicable  local,  state  and federal laws,  ordinances,  rules,
     regulations and orders with respect to the environment and public
     health   and   safety,   and  Landlord  has   all   permits   and
     authorizations  required  for  the  use  and  operation  of   the
     property.

           If  at  any time Tenant or Landlord shall become aware,  or
     have reasonable cause to believe, that any Hazardous Material has
     been  released or has otherwise come to be located on or  beneath
     the  Premises, such party shall, immediately upon discovering the
     release  or  the presence or suspected presence of the  Hazardous
     Material,  give  written notice of that condition  to  the  other
     party.   In addition, the party first learning of the release  or
     presence of Hazardous Material on or beneath the Premises,  shall
     immediately  notify  the  other  party  in  writing  of  (i)  any
     enforcement, cleanup, removal or other governmental or regulatory
     action  instituted,  completed  or  threatened  pursuant  to  any
     Hazardous Material Law and (ii) any claims made or threatened  by
     any person against Landlord, Tenant, or the Premises, arising out
     of  or resulting from reports made to any local, state or federal
     environmental  agency arising out of or in  connection  with  any
     Hazardous Material.

           Landlord shall indemnify, defend (by counsel acceptable  to
     Tenant),  protect and hold harmless Tenant and each  of  Tenant's
     partners,  directors,  officers,  employees,  agents,  attorneys,
     successors  and  assigns from and against  any  and  all  claims,
     liabilities,  penalties, fines, judgments,  forfeitures,  losses,
     costs  of expenses (including attorney's fees, consultants'  fees
     and  expert fees) for the death of, or injury to, any  person  or
     damage  to  any property whatsoever, arising from, or  caused  in
     whole or in part, directly or indirectly, by (i) the presence in,
     on,  under or about the Premises, or any discharge or release  in
     or  from  the  Premises, of any Hazardous Material prior  to  the
     Commencement  Date, except to the extent that any such  presence,
     discharge  or  release  is caused by or  aggravated  by  Tenant's
     activities or presence on the Premises or (ii) Landlord's failure
     to   comply  with  any  Hazardous  Material  Law  prior  to   the
     Commencement  Date.  Tenant shall indemnify, defend  (by  counsel
     acceptable to Landlord), protect and hold harmless Landlord,  and
     each  of  Landlord's  partners, directors,  officers,  employees,
     agents, attorneys, successors, assigns, from and against any  and
     all    claims,   liabilities,   penalties,   fines,    judgments,
     forfeitures,  losses,  costs and expenses  (including  attorney's
     fees,  consultants' fees and expert fees) for  the  death  of  or
     injury  to  any  person  or  damage to any  property  whatsoever,
     arising  from  or  caused  in  whole  or  in  part,  directly  or
     indirectly,  by  (i)  the presence in, on,  under  or  about  the
     Premises, or any discharge or release in or from the Premises, of
     any  Hazardous  Material  from and after the  Commencement  Date,
     except to the extent that any such presence, discharge or release
     is caused solely by Landlord's activities on the Premises or (ii)
     Tenant's  failure to comply with any Hazardous Material  Law,  to
     the  extent  that compliance is required on account  of  Tenant's
     activities  on the Premises and not to the extent that compliance
     is  required  solely  because Tenant,  as  the  occupant  of  the
     Premises, is held accountable for Hazardous Material that  exists
     on,  in,  under  or  about the Premises,  or  released  from  the
     Premises  prior to the Commencement Date, and not  aggravated  by
     Tenant,  and which are not caused by or released by Tenant.   The
     indemnity  obligation  created hereunder shall  include,  without
     limitation, and whether foreseeable or unforeseeable, any and all
     costs   incurred  in  connection  with  any  site   investigation
     (including  but not limited to "Phase I", "Phase II", feasibility
     studies,  or  other  site  or  remedial  assessments,  or   other
     procedures relating to the implementation of a corrective  action
     plan  or  a  site  cleanup), and any and all  costs  for  repair,
     cleanup,  detoxification or decontamination,  or  other  remedial
     action of the Premises.  The obligations of the parties hereunder
     shall survive the expiration or earlier termination of this Lease
     and any extensions thereof.

           9.5   Termination - Advance Payments.  Upon termination  of
     this  Lease pursuant to this Paragraph 9, an equitable adjustment
     shall  be made concerning advance Base Rent and any other advance
     payments  made  by  Tenant  to  Landlord.   Landlord  shall,   in
     addition, return to Tenant so much of Tenant's Security  Deposit,
     if  any, as has not been, or is not then required to be, used  by
     Landlord under the terms of this Lease.

           9.6   Waive Statutes.  Landlord and Tenant agree  that  the
     terms  of this Lease shall govern the effect of any damage to  or
     destruction  of  the Premises with respect to the termination  of
     this  Lease  and  hereby waive the provisions of any  present  or
     future statute to the extent inconsistent herewith.


10.  REAL PROPERTY TAXES.

           10.1  Payment of Taxes.  Tenant shall pay the Real Property
     Taxes, as defined in Section 10.2, payable and applicable to  the
     Premises during the term of this Lease.  All such payments  shall
     be  made at least ten (10) days prior to the delinquency date  of
     the   applicable  installment.   Tenant  shall  promptly  furnish
     Landlord  with  satisfactory evidence that such taxes  have  been
     paid.   If  any such taxes to be paid by Tenant shall  cover  any
     period  of  time  prior  to or after the  expiration  or  earlier
     termination  of  the term hereof, Tenant's share  of  such  taxes
     shall  be  equitably prorated to cover only the  period  of  time
     within  the tax fiscal year this Lease is in effect, and Landlord
     shall  reimburse Tenant for any overpayment after such proration.
     If  Tenant shall fail to pay any Real Property Taxes required  by
     this Lease to be paid by Tenant, Landlord shall have the right to
     pay  the same, and Tenant shall reimburse Landlord therefor  upon
     demand.  In such event, Tenant shall also be obligated to pay  to
     Landlord,  together  with  the amount  of  Real  Property  Taxes,
     interest as provided in Section 19 hereof from the date such  sum
     was advanced by Landlord until the date paid by Tenant.

           10.2  Definition of "Real Property Taxes."  As used herein,
     the  term  "Real Property Taxes" shall include any form  of  real
     estate  tax  or assessment, general or special, and  any  license
     fee,  commercial rental tax, improvement bond or bonds,  levy  or
     tax  (other  than inheritance, personal income or  estate  taxes)
     imposed  upon the Premises by any authority having the direct  or
     indirect  power  to  tax, including any city,  state  or  federal
     government, or any school, agricultural, sanitary, fire,  street,
     drainage  or  other improvement district thereof, levied  against
     any legal or equitable interest of Landlord in the Premises or in
     the  real  property of which the Premises are a part,  Landlord's
     right  to  rent  or  other  income therefrom,  and/or  Landlord's
     business of leasing the Premises.  The term "Real Property Taxes"
     shall  also include any tax, fee, levy, assessment or charge,  or
     any  increase therein, imposed by reason of events occurring,  or
     changes in applicable law taking effect, during the term of  this
     Lease,  as  well as any special assessment, fee, or other  charge
     required by any owner's association having jurisdiction over  the
     Premises as being part of a business park.

           10.3  Joint Assessment.  If the Premises are not separately
     assessed, Tenant's liability shall be an equitable proportion  of
     the  Real  Property  Taxes for all of the land  and  improvements
     included  within the tax parcel assessed, such proportion  to  be
     determined by Landlord for the respective valuations assigned  in
     the  assessor's work sheets or such other information as  may  be
     reasonably   available.    Landlord's  reasonable   determination
     thereof, in good faith, shall be conclusive.

           10.4  Personal Property Taxes.  Tenant shall pay  prior  to
     delinquency  all  taxes assessed against and levied  upon  Tenant
     Owned   Alterations.   Utility  Installations,  Trade   Fixtures,
     furnishings,  equipment  and  all  personal  property  of  Tenant
     contained  in  the Premises or elsewhere.  When possible,  Tenant
     shall  cause its Trade Fixtures, furnishings, equipment  and  all
     other personal property to be assessed and billed separately from
     the  real property of Landlord.  If any of Tenant's said personal
     property shall be assessed with Landlord's real property,  Tenant
     shall  pay  Landlord the taxes attributable to Tenant within  ten
     (10) days after receipt of a written statement setting forth  the
     taxes  applicable to Tenant's property or, at Landlord's  option,
     as provided in Section 10.1(b).


           10.5 Escrow During Final Year of Lease Term.  Unless Tenant
     shall have exercised an applicable renewal option, Landlord  may,
     at  Landlord's option, require Tenant to establish an escrow  for
     the payment of Real Property Taxes allocable to the final year of
     the  Lease  Term  on terms and in an amount to be established  in
     accordance with standard industry practice.


11.  UTILITIES.

           Tenant  shall  pay for all water, gas, heat, light,  power,
     telephone,  trash  disposal  and  other  utilities  and  services
     supplied  to  the Premises, together with any taxes thereon.   If
     any  such  services are not separately metered to Tenant,  Tenant
     shall  pay a reasonable proportion of all charges jointly metered
     with other premises.


12.  ASSIGNMENT AND SUBLETTING.

           12.1  Tenant's Right to Assign or Sublet.  Subject  to  the
     provisions of Section 1.7 as to use of the Premises, Tenant shall
     not assign this Lease in whole or in part, or sublet the Premises
     in  whole  or  in  part,  without the prior  written  consent  of
     Landlord,  which  consent  shall not  be  unreasonably  withheld,
     conditioned  or delayed; provided, however, Tenant  may,  without
     Landlord's  consent,  assign or sublet the Premises  to  (1)  any
     affiliate   of   Tenant  or,  (ii)  any  independent   contractor
     performing services for Tenant, provided that (A) the total  area
     occupied  by such independent contractor and its operations  does
     not  exceed  ten  percent  (10%) of the Premises,  and  (b)  such
     assignee  or  sublessee shall comply with all of  the  terms  and
     provisions  set forth in this Lease.  For purposes of this  Lease
     "Affiliate"  means  any person, firm or corporation  directly  or
     indirectly  controlling, controlled by, or under  common  control
     with  Tenant;  including  without  limitation,  any  officer   or
     director thereof, or any shareholder owning more than ten percent
     (10%) of the outstanding stock thereof, or any parent, subsidiary
     or  related  or affiliated corporation, subsidiary of Tenant  and
     entity   created   by   merger  with,   reorganization   of,   or
     recapitalization of Tenant or to an entity which acquires Tenant.
     Landlord  and  Tenant acknowledge and agree  that  the  foregoing
     provisions have been freely negotiated by the parties hereto  and
     that  Landlord  would not have entered into  this  Lease  without
     Tenant's consent to the terms of this Paragraph.

           12.2  Tenant's  Continuing Obligations;  Excess  Rent.   No
     assignment,  transfer, mortgage, sublease or  other  encumbrance,
     whether or not approved, and no indulgence granted by Landlord to
     any assignee or subtenant, shall in any way impair the continuing
     primary  liability (which after an assignment shall be joint  and
     several  with the assignee) of Tenant hereunder, and no  approval
     in  a  particular instance shall be deemed to be a waiver of  the
     obligation to obtain Landlord's approval in any other  case.   If
     for  any  assignment  or  sublease  requiring  the  approval   of
     Landlord,  Tenant  receives rent or other  consideration,  either
     initially  or  over the term of the assignment  or  sublease,  in
     excess  of  the rent called for hereunder, or in the  case  of  a
     sublease  of  part of the Premises, in excess of the  portion  of
     such  rent  fairly  allocable  to such  part,  after  appropriate
     adjustments  to  assure  that  all  other  payments  called   for
     hereunder  are  appropriately  taken  into  account,  and   after
     subtracting  any  expenses  incurred  in  connection  with   such
     assignment  or  subletting,  Tenant  shall  pay  to  Landlord  as
     additional  rent one-half (1/2) of the excess of each such  payment
     of  rent or other consideration received by Tenant promptly after
     its receipt.


13.  DEFAULT; BREACH; REMEDIES.

           13.1 Default; Breach.  Landlord and Tenant agree that if an
     attorney  is  consulted by Landlord in connection with  a  Tenant
     Default  or  Breach  (as  hereinafter  defined),  $150.00  is   a
     reasonable sum per such occurrence for legal services  and  costs
     in  the  preparation and service of a notice of Default and  that
     Landlord may include the cost of such services and costs in  said
     notice as rent due and payable to cure said Default.  A "Default"
     is  defined as a failure by the Tenant to observe, comply with or
     perform  any  of  the  terms,  covenants,  conditions  or   rules
     applicable to Tenant under this Lease.  A "Breach" is defined  as
     the occurrence of any one or more of the following Defaults, and,
     where  a  grace period for cure after notice is specified herein,
     the  failure  by  Tenant  to  cure  such  Default  prior  to  the
     expiration of the applicable grace period, shall entitle Landlord
     to pursue the remedies set forth in Section 13.2 and/or 13.3:

                (a)   Except as expressly otherwise provided  in  this
     Lease, the failure by Tenant to make any payment of Base Rent  or
     any  other  monetary  payment  required  to  be  made  by  Tenant
     hereunder, whether to Landlord or to a third party, as  and  when
     due  (other than monetary payments other than Base Rent which are
     disputed  in  good  faith  by Tenant,  which  must  be  paid,  if
     applicable,  within  five  (5)  days  after  resolution  of   the
     dispute),  where any such failure continues for a period  of  ten
     (10)  days  following written notice thereof by or on  behalf  of
     Landlord to Tenant.

                (b)   Except as expressly otherwise provided  in  this
     Lease,  the failure by Tenant to provide Landlord with reasonable
     written  evidence (in duly executed original form, if applicable)
     of  (i)  compliance with Applicable Law pursuant to Section  6.3,
     (ii)  the  recision of an unauthorized assignment  or  subletting
     pursuant  to Section 12.1, (iii) a Tenancy Statement pursuant  to
     Paragraphs  16 or 37, (iv) the subordination or non-subordination
     of  this  Lease  pursuant  to Paragraph  30,  or  (v)  any  other
     documentation  or  information  which  Landlord  may   reasonably
     require  of Tenant under the terms of this Lease, where any  such
     failure  continues  for a period of thirty  (30)  days  following
     written notice by or on behalf of Landlord to Tenant.

                (c)   A  Default by Tenant as to the terms, covenants,
     conditions  or provisions of this Lease that are to be  observed,
     complied  with or performed by Tenant, other than those described
     in  subparagraphs (a) or (b) above, where such Default  continues
     for a period of thirty (30) days after written notice thereof  by
     or  on behalf of Landlord to Tenant;  provided, however, that  if
     the nature of Tenant's Default is such that more than thirty (30)
     days  are reasonably required for its cure, then it shall not  be
     deemed to be a Breach of this Lease by Tenant if Tenant commences
     such  cure  within  said  thirty (30) day period  and  thereafter
     diligently prosecutes such cure to completion.

                (d)   The  occurrence of any of the following  events:
     (i) the making by Tenant of any general arrangement or assignment
     for  the benefit of creditors and the same is not cured or undone
     to  Landlord's satisfaction within sixty (60) days; (ii) Tenant's
     becoming  a "debtor" as defined in 11 U.S.C. 101 or any successor
     statute  thereto (unless, in the case of a petition filed against
     Tenant, the same is dismissed within ninety (90) days; (iii)  the
     appointment  of  a  trustee or receiver  to  take  possession  of
     substantially all of Tenant's assets located at the  Premises  or
     of  Tenant's  interest  in this Lease, where  possession  is  not
     restored  to  Tenant  within  ninety  (90)  days;  or  (iv)   the
     attachment,  execution or other judicial seizure of substantially
     all  of  Tenant's assets located at the Premises or  of  Tenant's
     interest  in  this  Lease, where such seizure is  not  discharged
     within  ninety (90) days;  provided, however, in the  event  that
     any   provision  of  this  Subsection  (d)  is  contrary  to  any
     applicable  law, such provision shall be of no force  or  effect,
     and not affect the validity of the remaining provisions.

          13.2 Remedies.  Upon the occurrence of any Breach as defined
     above, Landlord shall have the following rights and remedies,  in
     addition to those allowed by law, any one or more of which may be
     exercised without further notice to or demand upon Tenant:
                (a)   Landlord may re-enter the Premises and cure  any
     default of Tenant, in which event Tenant shall reimburse Landlord
     as  additional rent for any costs and expenses which Landlord may
     incur to cure such default;  and Landlord shall not be liable  to
     Tenant  for any loss or damage which Tenant may sustain by reason
     of  Landlord's action, regardless of whether caused by Landlord's
     negligence or otherwise.

                (b)   Landlord may terminate this Lease as of the date
     of such default, in which event (i) neither Tenant nor any person
     claiming under or through Tenant shall thereafter be entitled  to
     possession   of  the  Premises,  and  Tenant  shall   immediately
     thereafter surrender the Premises to Landlord;  (ii) Landlord may
     re-enter  the  Premises  and  dispossess  Tenant  or  any   other
     occupants  of the Premises, by summary proceedings, ejectment  or
     otherwise, and may remove their effects, without prejudice to any
     other remedy which Landlord may have for possession or arrearages
     in  rent and without being liable for any damage therefor or  for
     trespass;   (iii) notwithstanding the termination of this  Lease,
     Landlord  may  declare the amount by which all rent  which  would
     have  been due under this Lease for the balance of the Lease Term
     exceeds  the  amount of the rent loss which Tenant  proves  could
     reasonably  be  avoided, discounted at the rate of  five  percent
     (5%)  per  annum,  to  be immediately due and payable,  whereupon
     Tenant  shall be obligated to pay the same to Landlord,  together
     with  any unpaid rent at the time of termination and all loss  or
     damage  which Landlord may sustain by reason of Tenant's  default
     and  such termination, including without limitation, the expenses
     set forth in clause (v) below;  (iv) alternatively, at the option
     of  Landlord, and notwithstanding such termination, Tenant  shall
     remain liable to Landlord for damages in the amount by which  the
     sum of (A) the unpaid Base Rent for the balance of the Lease Term
     plus  (B) the reasonably estimated amount of Additional Rent that
     would  be  paid during the balance of the Lease Term exceeds  the
     rental  income,  if  any, arising out of the  re-letting  of  the
     Premises   by  Landlord  subsequent  to  the  termination   after
     deducting  all of Landlord's expenses in re-letting the Premises,
     including  without limitation, the expenses set forth  in  clause
     (v)  below;   and  (v)  notwithstanding the termination  of  this
     Lease,  Landlord  shall be entitled to recover  from  Tenant  all
     damages   incurred  by  Landlord  because  of  Tenant's  default,
     including without limitation the cost of recovering possession of
     the  Premises;  expenses of re-letting including, but not limited
     to   necessary   renovation  and  alteration  of  the   Premises;
     reasonable  real  estate  commission; and  reasonable  attorney's
     fees.   The  liabilities and remedies specified in this paragraph
     shall survive the termination of this Lease.

                (c)  Landlord may, without terminating this Lease, re-
     enter  the  Premises and dispossess Tenant or any other occupants
     thereof  by summary proceedings, ejectment or otherwise, and  may
     remove their effects, without prejudice to any other remedy which
     Landlord  may  have  for  possession or arrearages  in  rent  and
     without  being  liable for any damage therefore or for  trespass;
     and  Landlord  may re-let all or any part of the Premises  for  a
     term  different from that which would otherwise have  constituted
     the  balance of the term of this Lease and for rent and on  terms
     and  conditions different from those contained herein,  whereupon
     Tenant  shall  be  obligated  to pay to  Landlord  as  liquidated
     damages  the difference between the rent provided for herein  and
     that  provided for in any lease covering a subsequent  re-letting
     of  the  Premises,  for  the period which  would  otherwise  have
     constituted the balance of the term of this Lease, together  with
     all of Landlord's reasonable costs and expenses for preparing the
     Premises for re-letting (including without limitation any  excess
     expense  for  removing any of Tenant's special use improvements),
     including all repairs, tenant finish improvements (to the  extent
     not  amortized over the term of the re-letting and  recovered  by
     Landlord as part of the rent), reasonable brokers' and attorneys'
     fees, and all loss or damage which Landlord may sustain by reason
     of  such  re-entry and re-letting.  No such re-letting  shall  be
     deemed an acceptance of the surrender of this Lease.

                (d)   Landlord  may sue for injunctive  relief  or  to
     recover damages for any loss resulting from the breach.

           13.3  Late Charges.  Tenant hereby acknowledges  that  late
     payment  by  Tenant  to  Landlord of  rent  and  other  sums  due
     hereunder will cause Landlord to incur costs not contemplated  by
     this Lease, the exact amount of which will be extremely difficult
     to  ascertain.   Such  costs include, but  are  not  limited  to,
     processing and accounting charges, and late charges which may  be
     imposed  upon Landlord by the terms of any ground lease, mortgage
     or trust deed covering the Premises.  Accordingly, if any monthly
     installment  of  rent due from Tenant shall not  be  received  by
     Landlord  or Landlord's designee within ten (10) days after  such
     amount shall be due, then, without any requirement for notice  to
     Tenant, Tenant shall pay to Landlord a late charge equal to three
     percent  (3%)  of such overdue amount.  The parties hereby  agree
     that  such late charge represents a fair and reasonable  estimate
     of  the  costs Landlord will incur by reason of late  payment  by
     Tenant.  Acceptance of such late charge by Landlord shall  in  no
     event  constitute  a waiver of Tenant's Default  or  Breach  with
     respect  to  such  overdue  amount,  nor  prevent  Landlord  from
     exercising   any  of  the  other  rights  and  remedies   granted
     hereunder.  In the event that a late charge is payable hereunder,
     whether  or not collected, for three (3) consecutive installments
     of  Base  Rent,  then notwithstanding Section 4.1  or  any  other
     provision  of  this Lease to the contrary, Base  Rent  shall,  at
     Landlord's option, become due and payable quarterly in advance.

           13.4  Landlord  Default.  It shall be a default  under  and
     breach  of this Lease by landlord if it shall fail to perform  or
     observe  any term, condition, covenant or obligation required  to
     be  performed or observed by it under this Lease for a period  of
     thirty  (30)  days  after  written notice  thereof  from  Tenant.
     However,  that if the term, condition, covenant or obligation  to
     be  performed by Landlord is of such nature that the same  cannot
     reasonably  be  performed  within such  thirty-day  period,  such
     default  shall be deemed to have been cured if Landlord commences
     such  performance  within said thirty-day period  and  thereafter
     diligently completes the same.  In this regard, if Landlord shall
     fail to perform any obligation on Landlord's part to be performed
     hereunder, Tenant may, after the notice required above or without
     notice  if in Tenant's judgment an emergency shall exist, perform
     such  obligation at Landlord's expense and, on written notice  to
     Landlord,  Tenant  may  demand  reimbursement  therefor  or  part
     thereof,  from  Landlord, and Landlord shall  promptly  reimburse
     Tenant after such notice and demand.  Upon the occurrence of  any
     such uncured default, Tenant may sue for injunctive relief or  to
     recover reimbursement for funds reasonably expended in curing  or
     for  damages for any loss resulting from the breach,  but  Tenant
     shall  not  be  entitled to terminate this Lease or  withhold  or
     abate  any  rent due hereunder unless such uncured default  shall
     work  a  constructive eviction on Tenant, or render the  Building
     untenable.

14.  CONDEMNATION.

           If all or any part of the Premises shall be acquired by the
     exercise  of  eminent domain by any public or  quasi-public  body
     with the result that the Premises shall become unusable by Tenant
     for  its then-current use, this Lease may be terminated by Tenant
     by  giving  written notice to Landlord within fifteen  (15)  days
     after  possession of the Premises or part thereof  is  so  taken.
     Tenant  shall  have no claim against Landlord on account  of  any
     such  acquisition for the value of any unexpired lease  remaining
     after  possession of the Premises is taken.  All damages  awarded
     shall  belong to and be the sole property of Landlord;  provided,
     however,  that  Tenant shall be entitled to any  award  expressly
     made  to  Tenant  for  the  cost or removal  of  Tenant's  stock,
     equipment and fixtures and other moving expenses.

15.  BROKER'S FEE.

           Tenant and Landlord each represent and warrant to the other
     that  it  has  had no dealings with any person, firm,  broker  or
     finder  in  connection with the negotiation of this Lease  and/or
     the consummation of the transaction contemplated hereby, and that
     no  broker or other person, firm or entity other than said  named
     Brokers  is  entitled  to  any  commission  or  finder's  fee  in
     connection  with said transaction.  Tenant and Landlord  do  each
     hereby  agree  to indemnify, protect, defend and hold  the  other
     harmless  from and against liability for compensation or  charges
     which  may be claimed by any such unnamed broker, finder or other
     similar  party  by  reason  of any dealings  or  actions  of  the
     indemnifying  Party,  including any costs,  expenses,  attorneys'
     fees reasonably incurred with respect thereto.


16.  TENANCY STATEMENT.

           Each  Party (as "Responding Party") shall within  ten  (10)
     days  after  written notice from the other Party (the "Requesting
     Party") execute, acknowledge and deliver to the Requesting  Party
     a statement in writing in the form attached hereto as Exhibit B.


17.  LANDLORD'S LIABILITY.

           The term "Landlord" as used herein shall mean the owner  or
     owners  at the time in question of the fee title to the Premises,
     or,  if this is a sublease, of the Tenant's interest in the prior
     lease.   If  Landlord shall fail to perform or observe any  term,
     condition,  covenant or obligation required to  be  performed  or
     observed  by  it  under  this Lease and if  Tenant  shall,  as  a
     consequence  thereof, recover a money judgment against  Landlord,
     Tenant  agrees  that  it shall look solely to  Landlord's  right,
     title  and interest in and to the Premises for the collection  of
     such judgment;  and Tenant further agrees that no other assets of
     Landlord shall be subject to levy, execution or other process for
     the satisfaction of Tenant's judgment and that Landlord shall not
     be liable for any deficiency.

           The references to "Landlord" in this Lease shall be limited
     to mean and include only the owner or owners, at the time, of the
     fee  simple interest in the Premises.  In the event of a sale  or
     transfer of such interest (except a mortgage or other transfer as
     security  for a debt), the "Landlord" named herein,  or,  in  the
     case  of a subsequent transfer, the transferor, shall, after  the
     date  of  such  transfer,  be  automatically  released  from  all
     liability  for  the  performance  or  observance  of  any   term,
     condition,  covenant or obligation required to  be  performed  or
     observed  by  Landlord hereunder;  and the  transferee  shall  be
     deemed  to  have assumed all of such terms, conditions, covenants
     and obligations.


18.  SEVERABILITY.

          The invalidity of any provision of this Lease, as determined
     by  a court of competent jurisdiction, shall in no way affect the
     validity of any other provision hereof.


19.  INTEREST ON PAST-DUE OBLIGATIONS.

          Any monetary payment due Landlord hereunder, other than late
     charges,  not  received  by  Landlord  within  thirty  (30)  days
     following the date on which it was due, shall bear interest  from
     the thirty-first (31st) day after it was due at the rate equal to
     the  prime  rate in effect on the date such payment  was  due  as
     established  by Citibank, N.A., plus five percent (5%),  but  not
     exceeding  the  maximum rate allowed by law, in addition  to  the
     late charge provided for in Section 13.3.


20.  TIME OF ESSENCE.

           Time  is of the essence with respect to the performance  of
     all  obligations to be performed or observed by the Parties under
     this Lease.


21.  RENT DEFINED.

           All  monetary obligations of Tenant to Landlord  under  the
     terms of this Lease are deemed to be rent.


22.  NO PRIOR OR OTHER AGREEMENTS.

           This Lease contains all agreements between the Parties with
     respect  to  any matter mentioned herein, and no other  prior  or
     contemporaneous agreement or understanding shall be effective.


23.  NOTICES.

           23.1  All notices required or permitted by this Lease shall
     be  in  writing  and may be delivered in person (by  hand  or  by
     messenger  or  courier  service)  or  may  be  sent  by  regular,
     certified or registered mail or U.S. Postal Service Express Mail,
     with postage prepaid, or by facsimile transmission, and shall  be
     deemed sufficiently given if served in a manner specified in this
     Paragraph  23.  The addresses noted below shall be  that  Party's
     address for delivery or mailing of notice purposes:

     If  to  Tenant:                       If  to Landlord:
     Apria  Healthcare,  Inc.              St. Louis Partnership #4, L.P.
     3560  Hyland Avenue                   11711 N.  Meridian Street,Ste. 741
     Costa Mesa, California 92626          Carmel, Indiana  46032

     Attention:  Director of Real Estate


     With a copy to:                        With a copy to:
     Apria  Healthcare,  Inc.               Landlord's Mortgagee if requested
     Regional Headquarters                  in writing by Landlord.
     2780 Waterfront Parkway, E. Dr.
     Suite 300
     Indianapolis, Indiana  46214
     Attention: Senior Vice President

     With a copy to:
     Apria Healthcare, Inc.
     [Premises Address]

           Either Party may, by written notice to the other specify  a
     different address for notice purposes, except that upon  Tenant's
     taking  possession of the Premises, the Premises shall constitute
     Tenant's address for the purpose of mailing or delivering notices
     to  Tenant.   A copy of all notices required or permitted  to  be
     given to Landlord hereunder shall be concurrently transmitted  to
     such party or parties as such addresses as Landlord may from time
     to time hereafter designate by written notice to Tenant.

           23.2   Any  notice  sent by registered or  certified  mail,
     return  receipt requested, shall be deemed given on the  date  of
     delivery  shown  on the receipt card or if no  delivery  date  is
     shown,  the postmark thereon.  Notice delivered by United  States
     Express  Mail  or  overnight courier  that  guarantees  next  day
     delivery  shall  be  deemed given twenty-four  (24)  hours  after
     delivery  of  the  same to the United States  Postal  Service  or
     courier.   If any notice is transmitted by facsimile transmission
     or  similar  means, the same shall be deemed served or  delivered
     upon  telephone  confirmation  of  receipt  of  the  transmission
     thereof,  provided a copy is also delivered via courier or  mail,
     but  such subsequent delivery by courier or mail shall not affect
     the  time  at  which  such  notice is  deemed  to  be  served  or
     delivered.   If notice is received on a Sunday or legal  holiday,
     it shall be deemed received on the next business day.


24.  WAIVERS.

           No waiver by Landlord of the Default or Breach of any term,
     covenant or condition hereof by Tenant, shall be deemed a  waiver
     of  any  other  term, covenant or condition  hereof,  or  of  any
     subsequent  Default or Breach by Tenant of the  same  or  of  any
     other term, covenant or condition hereof.


25.  RECORDING.

           Either Landlord or Tenant shall, upon request of the other,
     execute,  acknowledge  and deliver to  the  other  a  short  form
     memorandum  of  this  Lease for recording  purposes.   The  Party
     requesting  recordation shall be responsible for payment  of  any
     fees or taxes applicable thereto.


26.  NO RIGHT TO HOLDOVER.

           Tenant has no right to obtain possession of the Premises or
     any part thereof beyond the expiration or earlier termination  of
     this Lease.


27.  CUMULATIVE REMEDIES.

           No  remedy or election hereunder shall be deemed  exclusive
     but  shall,  wherever  possible, be  cumulative  with  all  other
     remedies at law or in equity.


28.  COVENANTS AND CONDITIONS.

           All provisions of this Lease to be observed or performed by
     Tenant are both covenants and conditions.


29.  BINDING EFFECT; CHOICE OF LAW.

          This Lease shall be binding upon the Parties, their personal
     representatives, successors and assigns and be  governed  by  the
     laws  of  the  State  in  which the Premises  are  located.   Any
     litigation between the Parties hereto concerning this Lease shall
     be initiated in the county in which the Premises are located.




30.  SUBORDINATION; ATTORNMENT; NON-DISTURBANCE.

           30.1  Subordination.   This Lease and  any  Option  granted
     hereby  shall  be  subject and subordinate to any  ground  lease,
     mortgage,  deed  of  trust,  or other hypothecation  or  security
     device (collectively, "Security Device"), now or hereafter placed
     by  Landlord upon the real property of which the Premises  are  a
     part,  to any and all advances made on the security thereof,  and
     to  all renewals, modifications, consolidations, replacements and
     extensions  thereof.  Tenant agrees that the Lenders holding  any
     such  Security Device shall have no duty, liability or obligation
     to  perform any of the obligations of Landlord under this  Lease,
     but  that in the event of Landlord's default with respect to  any
     such  obligation,  Tenant will give any  Lender  whose  name  and
     address  have  been furnished Tenant in writing for such  purpose
     notice  of  Landlord's default and allow such Lender thirty  (30)
     days  following  receipt of such notice  for  the  cure  of  said
     default  before invoking any remedies Tenant may have  by  reason
     thereof.  If any Lender shall elect to have this Lease and/or any
     Option granted hereby superior to the lien of its Security Device
     and  shall give written notice thereof to Tenant, this Lease  and
     such  Options  shall  be  deemed prior to such  Security  Device,
     notwithstanding  the  relative  dates  of  the  documentation  or
     recordation thereof.

           30.2  Attornment.  Subject to the non-disturbance provision
     of Section 30.3, Tenant agrees to attorn to a Lender or any other
     party  who  acquires ownership of the Premises  by  reason  of  a
     foreclosure of a Security Device, and that in the event  of  such
     foreclosure, such new owner shall not:  (i) be liable for any act
     or  omission  of  any prior Landlord or with  respect  to  events
     occurring  prior to acquisition of ownership, (ii) be subject  to
     any offsets or defenses which Tenant might have against any prior
     Landlord,  or (iii) be bound by prepayment of more than  one  (1)
     month's rent.

           30.3 Non-Disturbance.  Tenant's subordination of this Lease
     shall  be  subject  to  receiving assurance  (a  "non-disturbance
     agreement")  from  the Lender that Tenant's possession  and  this
     Lease, including any options to extend the term hereof, will  not
     be  disturbed  so  long  as Tenant is not in  Breach  hereof  and
     attorns to the record owner of the Premises.

           30.4  Self-Executing.   The agreements  contained  in  this
     Paragraph  30  shall be in effect without the  execution  of  any
     further documents;  provided, however, that, upon written request
     from Landlord or a Lender in connection with a sale, financing or
     refinancing  of the Premises, Tenant and Landlord  shall  execute
     such further writings as may be reasonably required to separately
     document  any such subordination or non-subordination, attornment
     and/or non-disturbance agreement as is provided for herein.


31.  ATTORNEY'S FEES.

           If  any  Party or Broker brings an action or proceeding  to
     enforce  the  terms  hereof  or  declare  rights  hereunder,  the
     Prevailing  Party (as hereafter defined) or Broker  in  any  such
     proceeding,  action,  or appeal thereon,  shall  be  entitled  to
     reasonable attorney's fees.  Such fees may be awarded in the same
     suit  or recovered in a separate suit, whether or not such action
     or  proceeding  is  pursued to decision or  judgment.   The  term
     "Prevailing Party" shall include, without limitation, a Party  or
     Broker who substantially obtains or defeats the relief sought, as
     the case may be, whether by compromise, settlement, judgment,  or
     the  abandonment  by the other Party or Broker of  its  claim  or
     defense.   The attorney's fees awarded shall not be  computed  in
     accordance with any court fee schedule, but shall be such  as  to
     fully reimburse all attorney's fees reasonably incurred.


32.  LANDLORD'S ACCESS; SHOWING PREMISES; REPAIRS.

          Landlord and Landlord's agents shall have the right to enter
     the  premises  at  any  time, in the case of  an  emergency,  and
     otherwise  at  reasonable times upon reasonable  notice  for  the
     purpose of performing its obligations hereunder.


33.  SIGNS.

           Provided  that  Tenant complies with all zoning  and  other
     municipal  and  county regulations, rules,  laws  and  ordinances
     Tenant  may, with Landlord's prior written consent, which consent
     shall not be unreasonably withheld or delayed, install such signs
     as  are  reasonably required to advertise Tenant's own  business.
     The  installation of any sign on the Premises by  or  for  Tenant
     shall  be  subject to the provisions of Paragraph 7 (Maintenance,
     Repairs,  Utility Installations, Trade Fixtures and Alterations).
     Unless  otherwise expressly agreed herein, Landlord reserves  all
     rights  to the use of the roof and the right to install, and  all
     revenue from the installation of, such advertising signs  on  the
     Premises,  including  the roof, as do not unreasonably  interfere
     with the conduct of Tenant's business.


34.  TERMINATION; MERGER.

          Unless specifically stated otherwise in writing by Landlord,
     the  voluntary  or other surrender of this Lease by  Tenant,  the
     mutual  termination  or  cancellation hereof,  or  a  termination
     hereof  by  Landlord  for Breach by Tenant,  shall  automatically
     terminate   any  sublease  or  lesser  estate  in  the  Premises;
     provided,  however,  Landlord shall, in the  event  of  any  such
     surrender,  termination  or  cancellation,  have  the  option  to
     continue any one or all of any existing subtenancies.  Landlord's
     failure within ten (10) days following any such event to  make  a
     written election to the contrary by written notice to the  holder
     of any such lesser interest, shall constitute Landlord's election
     to have such event constitute the termination of such interest.


35.  QUIET POSSESSION.

           Upon payment by Tenant of the rent for the Premises and the
     observance  and  performance of all of the covenants,  conditions
     and  provisions  on  Tenant's part to be observed  and  performed
     under  this  Lease,  Tenant shall have quiet  possession  of  the
     Premises  for  the  entire term hereof  subject  to  all  of  the
     provisions of this Lease.


36.  CONSENTS.

           Except as otherwise provided herein, wherever in this Lease
     the  consent of a Party is required to an act by or for the other
     Party,  such  consent  shall  not  be  unreasonably  withheld  or
     delayed.   Landlord's actual and reasonable  costs  and  expenses
     paid  to  outside  consultants  or  attorneys  incurred  in   the
     consideration  of or response to a request for consent  hereunder
     (but  not  more  than  $500 in any instance)  shall  be  paid  to
     Landlord  by  Tenant  upon receipt of an invoice  and  supporting
     documentation   therefor.   Landlord's  consent   to   any   act,
     assignment of this Lease or subletting of the Premises by  Tenant
     shall  not constitute an acknowledgment that no Default or Breach
     by  Tenant of this Lease exists, nor shall such consent be deemed
     a waiver of any then existing Default or Breach, except as may be
     otherwise specifically stated in writing by Landlord at the  time
     of such consent.


37.  PERFORMANCE UNDER PROTEST.

          If at any time a dispute shall arise as to any amount or sum
     of  money  to  be  paid  by  one Party to  the  other  under  the
     provisions hereof, the Party against whom the obligation  to  pay
     the money is asserted shall have the right to make payment "under
     protest"  and such payment shall not be regarded as  a  voluntary
     payment  and  there shall survive the right on the part  of  said
     Party to institute suit for recovery of such sum.  If it shall be
     adjudged that there was no legal obligation on the part  of  said
     Party  to  pay such sum or any part thereof, said Party shall  be
     entitled  to recover such sum or so much thereof as  it  was  not
     legally required to pay under the provisions of this Lease.


38.  AUTHORITY.

           If  either Party hereto is a corporation, trust, or general
     or  limited partnership, each individual executing this Lease  on
     behalf  of such entity represents and warrants that he or she  is
     duly  authorized to execute and deliver this Lease on its behalf.
     If  either  Party  is a corporation, trust or  partnership,  such
     Party  shall,  within thirty (30) days after  request  the  other
     Party, deliver to such Party evidence of such authority.


39.  CONFLICT.

           Any  conflict between the printed provisions of this  Lease
     and the typewritten or handwritten provisions shall be controlled
     by the typewritten or handwritten provisions.


40.  OFFER.

           Preparation of this Lease by either Party and submission of
     same  to  the other Party shall not be deemed an offer to  lease.
     This  Lease is not intended to be binding until executed  by  all
     Parties hereto.


41.  AMENDMENTS.

           This  Lease may be modified only in writing, signed by  the
     Parties in interest at the time of the modification.  The parties
     shall  amend  this  Lease  from  time  to  time  to  reflect  any
     adjustments that are made to the Base Rent or other rent  payable
     under this Lease.


42.  MULTIPLE PARTIES.

           Except as otherwise expressly provided herein, if more than
     one  person  or  entity  is named herein as  either  Landlord  or
     Tenant,  the  obligations of such Multiple Parties shall  be  the
     joint and several responsibility of all persons or entities named
     herein as such Landlord or Tenant.

      The parties hereto have executed this Lease at the place on  the
dates specified above to their respective signatures.


Executed at                             Executed at
on                                      on
by LANDLORD:                            by TENANT:

ST.  LOUIS  PARTNERSHIP #4, L.P.,       APRIA  HEALTHCARE,INC.,
an Indiana limited partnership          a Delaware corporation


By                                      By
Name Printed: Robert J. Scannell        Name Printed:
Title: General Partner                  Title:
Address:                                Address:
Tel. No. (___)                          Tel. No. (    )       
Fax No.                                 Fax No.




                              EXHIBIT A

                               THE LAND



                             EXHIBIT A-1

                              SITE PLAN



                              EXHIBIT B

                          TENANCY STATEMENT


Tenant:

Attention:



Landlord:



Premises: ____  square  feet of Rentable Area of office space  on  the
          _________ (___) floor of the Building located at
                                   .

Lease:    Lease   Agreement  dated  __________________________,
          199__,  by and between Landlord and Tenant and covering  the
          Premises

      [In  order to induce [Lender to make a mortgage loan to Landlord
secured  by  a  lien on Landlord's interest in the real  property  and
improvements  in which the Premises are situated and an assignment  by
Landlord to Lender of the Landlord's interest in the captioned  Lease]
[Purchaser  to  purchase the Landlord's interest in the real  property
and  improvements in which the Premises are situated,  which  purchase
includes  an  assignment  from Landlord  to  Purchaser  of  Landlord's
interest  in the captioned Lease], the undersigned makes the following
statements and agreements with the intention that all parties to  whom
this  instrument  is  delivered  by the  undersigned  may  fully  rely
thereon:

          (a)   The undersigned hereby certifies, as true and correct,
          the following statements:

                     (1)   The  copy  of the Lease Agreement  attached
               hereto  as Exhibit "A" and made a part hereof  for  all
               purposes  is a true, correct and complete copy  of  the
               Lease  Agreement  (and  all  exhibits,  amendments  and
               addenda  thereto)  between  Landlord  and  Tenant  with
               respect  to the space described in the Lease and  Lease
               has  not  been  modified or amended in  any  manner  or
               respect.   Such  Lease  Agreement  (and  all  exhibits,
               amendments and addenda thereto) constitutes the  entire
               and   complete  understanding  and  agreement   between
               Landlord  and Tenant with respect to the space  covered
               thereby.

                     (2)   The  Lease is presently in full  force  and
               effect.

                     (3)     As of the date hereof, neither Landlord nor 
               Tenant is in default under the terms and conditions of 
               the Lease, except as otherwise provided herein; specifically:
               
                     (4)   Tenant has not prepaid any rent or  made  a
               security  deposit except as specifically set  forth  in
               the Lease.

                      (5)    There   are  no  offsets,   defenses   or
               counterclaims  with  respect to  the  payment  of  rent
               reserved under the Lease or in the performance  of  the
               other  terms, covenants and conditions of the Lease  on
               the part of Tenant or Landlord, as the case may be,  to
               be  performed,  except  as otherwise  provided  herein;
               specifically:

                     (6)  Tenant is in possession of the Premises, has
               occupied     the     Premises     continually     since
               ,  19    ,  and has accepted the Premises.  Tenant  and
               Landlord have complied fully and completely with all of
               their covenants, warranties and other undertakings  and
               obligations  under  the Lease to this  date,  with  the
               result  that Tenant is fully obligated to pay the  Base
               Rental (as such term is defined in the Lease) and other
               charges  due under the Lease and is fully obligated  to
               perform,  and is performing, all of the obligations  of
               Tenant   under   the  Lease,  without  any   right   of
               counterclaim,  offset or defense, except  as  otherwise
               provided herein;  specifically:
                                                                     .
                     (7)   The  Commencement Date  (as  such  term  is
               defined  in  the Lease)  is              ,  19   ,  and
               pursuant to the provision of the Lease, as currently in
               effect,  the primary term of the Lease will  expire  on
               ,  19    .  Subject to and in accordance with the terms
               and  conditions set forth in the Lease, Tenant has  the
               option to renew the Lease for ___ additional term(s) of
               _____ (_) years.

                     (8)   Base Rent (as such term is defined  in  the
               Lease)  under  the Lease has been paid in full  through
               ,   19   .  A schedule of the Base Rent for the primary
               term  of  the  Lease and for each renewal term  of  the
               Lease  is  as set forth on Exhibit "B" attached  hereto
               and made a part hereof for all purposes.

                     (9)  Tenant has not received notice that Landlord
               has  made any other assignment, pledge or hypothecation
               of the Lease or the rents due thereunder.

                     (10)  Tenant has not assigned, mortgaged, sublet,
               encumbered or otherwise transferred all or any part  of
               its interest under the Lease.

          (b)   [FOR LENDER ESTOPPEL] Tenant hereby acknowledges  that
          the  Landlord's interest in the Lease has been or is  to  be
          assigned to Lender pursuant to an [Assignment of Leases  and
          Rents]  from  Landlord to Lender and agrees that,  from  and
          after the date hereof:  without the prior written consent of
          Lender it will not (a) modify, extend or in any manner alter
          the  terms of the Lease; (b) pay the Rent or any other  sums
          becoming  due  under the terms of the Lease  more  than  one
          month  in advance; and (c) accept Landlord's waiver  of,  or
          release  from, the performance of any obligations under  the
          Lease.

          (c)   As  used  herein, the terms "Tenant", "Landlord",  and
          "[Lender/Purchaser]"  shall  mean  the  persons  hereinabove
          named   as   such,  and  their  respective  heirs,  personal
          representatives, successors and assigns.

          (d)   The  undersigned is duly authorized  to  execute  this
          instrument on behalf of Tenant.

          (e)   All terms used, but not defined, herein shall have the
          same meaning ascribed to them in the Lease.



          EXECUTED this      day of                  , 19     .





                              a

                              By:
                              Name:
                              Title:




                       RENEWAL OPTION ADDENDUM


      This Addendum is attached to and forms a part of the Lease dated
____________, 1995 by and between ST. LOUIS PARTNERSHIP #4,  L.P.,  an
Indiana limited partnership, as Landlord, and APRIA HEALTHCARE,  INC.,
a  Delaware  corporation, as Tenant, covering the Premises located  in
St.  John,  Missouri (the "Lease").  The terms used in  this  Addendum
shall  have  the  same definitions as set forth  in  the  Lease.   The
provisions  of  this Addendum shall prevail over any  inconsistent  or
conflicting provisions of the Lease.


          1.    If  and  only if on the Expiration Date and  the  date
          Tenant notifies Landlord of its intention to renew the  term
          of  this  Lease (as provided below), (i) Tenant  is  not  in
          default under this Lease, (ii) Tenant then occupies and  the
          Premises then consist of at least all the original Premises,
          and  (iii)  this  Lease is in full force  and  effect,  then
          Tenant,  shall have the option to renew this Lease  for  two
          (2)  additional terms of five (5) years each  (the  "Renewal
          Terms") upon the same terms and conditions contained in this
          Lease  with  the  exception that (i) Tenant  shall  have  no
          further  right  of  renewal after the  second  Renewal  Term
          described above, and (ii) the Base Rent for the Renewal Term
          shall  be  at a mutually acceptable rate as provided  below.
          The Base Rent for each Renewal Term shall be an amount equal
          to the current market rent as mutually agreed to by Landlord
          and  Tenant.  Landlord shall notify Tenant of the amount  of
          any  rent  change  no  later than  thirty  (30)  days  after
          receiving notice of Tenant's intent to exercise such  option
          to  renew.   Thereafter, Tenant shall  notify  Landlord,  no
          later  than  twenty  (20)  days after  receiving  Landlord's
          notice  of the rent change, of its acceptance of the  amount
          of  rent  agreed  to by the parties.  If Tenant  refuses  to
          accept the Base Rent proposed by Landlord, the annual amount
          thereof shall be calculated at the rate of $10.94 per square
          foot  of  space  within the Building.  Tenant's  failure  to
          exercise any option to renew shall extinguish its right  and
          option  for  any subsequent renewal option.  Notwithstanding
          anything  to the contrary contained in this Lease,  for  the
          purposes of this Addendum, in no event shall the rate to  be
          agreed upon by Landlord and Tenant be, and in no event shall
          Tenant  pay for the Renewal Term annual rent in the form  of
          Base  Rent which is, (i) less than the Base Rental  rate  in
          effect  during  the last year of the Lease Term  or  Renewal
          Term then expiring, or (ii) more than an amount equal to the
          product  obtained by multiplying the rental rate  in  effect
          during the last year of the Lease Term or Renewal Term  then
          expiring by 115%.

          2.    If  Tenant  desires to renew this Lease in  accordance
          with  the  provisions of this Addendum, Tenant  must  notify
          Landlord  in writing of its intention to renew on or  before
          the  date which is at least six (6) months but no more  than
          nine (9) months prior to the expiration of the Lease Term or
          Renewal Term, as applicable (the "Expiration Date").  In the
          event  that  Tenant fails to notify Landlord in  writing  of
          Tenant's  exercise of any renewal option as and when  herein
          provided,  the renewal option shall automatically  terminate
          upon  the expiration of the time period for its exercise  as
          provided above.  Tenant's failure to notify Landlord of  its
          intent  to  renew  the term of this Lease  or  the  parties'
          failure to agree upon a rental rate for the Renewal Term  as
          provided  herein shall be deemed a waiver and extinguishment
          of  this option to renew.  Upon each renewal of this  Lease,
          Landlord  and Tenant shall enter into an amendment  to  this
          Lease  to  reflect the extension of the term and changes  in
          rental.

                                   TENANT:

                                   APRIA HEALTHCARE, INC.
                                   a Delaware corporation


                                   By:
                                   Name:
                                   Title:


                                   LANDLORD:


                                   ST. LOUIS PARTNERSHIP #4, L.P.,
                                   an Indiana limited partnership



                                   By:
                                   Name:
                                   Title:




                        CONSTRUCTION ADDENDUM


      This Addendum is attached to and forms a part of the Lease dated
________________, 1995, by and between ST. LOUIS PARTNERSHIP #4, L.P.,
an  Indiana  limited partnership, as Landlord, and  APRIA  HEALTHCARE,
INC., a Delaware corporation, as Tenant, covering the Premises located
in  St. John, Missouri (the "Lease").  The terms used in this Addendum
shall  have  the  same definitions as set forth  in  the  Lease.   The
provisions  of  this Addendum shall prevail over any  inconsistent  or
conflicting provisions of the Lease.

          1.   Turn-Key Construction.  Landlord, on the terms and
          conditions herein set forth, and at its sole  cost  and
          expense,  agrees to construct and improve the  Premises
          and  adjacent areas in accordance with Final Plans  and
          Specifications  (the  "Final  Plans")  which  will   be
          prepared  in accordance with the requirements  of  this
          Construction  Addendum.  Landlord shall also  construct
          and  install  landscaping, parking lots, driveways  and
          other  improvements as shown on the  Preliminary  Plans
          and Final Plans.

          2.    Preliminary  Plans.   Landlord  and  Tenant  have
          agreed  upon  and  approved the  following  preliminary
          floor  plans,  site plan, building elevations,  project
          description  and drawings for the construction  of  the
          Premises  or the improvements thereto (the "Preliminary
          Plans"):

               The preliminary Plans have not yet have
               completed.  However, they will be
               consistent with those  described  in
               Project  Description, Apria  St.  Louis,
               Missouri  dated October 18 &  19,  1995.
               Preliminary Plans will be completed  and
               subject to the approval of Landlord  and
               Tenant.

          3.    Preparation  of Final Plans.   The  Final  Plans,
          including complete specifications and working drawings,
          but   excluding  mechanical,  electrical  and  plumbing
          plans,  will be prepared by Landlord and its  architect
          at  Landlord's  sole  cost and  expense  and  shall  be
          consistent with the Preliminary Plans.  When the  Final
          Plans  are complete, they shall be delivered to  Tenant
          for   its  approval,  which  approval  shall   not   be
          unreasonably  withheld.   Landlord  shall  deliver  its
          proposed  Final Plans to Tenant no later  than  fifteen
          (15)  days after the date of this Lease.  Tenant  shall
          have a period of ten (10) days following receipt of the
          Final  Plans within which to object in writing  to  any
          matters  contained therein.  If no objections are  made
          within such ten (10) day period, the Final Plans  shall
          be  deemed  to have been approved in all respects.   If
          Tenant timely delivers valid objections to the proposed
          Plans,  then those objections that (i) are merely  made
          to  require  changes necessary to make the Final  Plans
          consistent with the Preliminary Plans, or (ii)  do  not
          materially  increase the overall cost  of  constructing
          the Premises, including without limitation, engineering
          fees  and  architectural fees, and  do  not  delay  the
          completion of the Building beyond the "Completion Date"
          (as  defined  below),  shall be deemed  acceptable  and
          shall  be  incorporated into the Final Plans.   If  the
          objections  do  increase the cost  beyond  the  amounts
          specified  above  or  delay the completion  beyond  the
          Completion  Date, they shall be deemed  acceptable  and
          incorporated into the Final Plans if Tenant has  agreed
          to pay such increased costs and/or has agreed to extend
          the  expected Completion Date for a reasonable  period.
          Any  other  objections made by Tenant shall  be  deemed
          unacceptable  to  Landlord, and  in  response  thereto,
          Landlord  may either (i) after five (5) days notice  to
          Tenant  granting Tenant an opportunity to withdraw  the
          objections,  terminate  this Lease,  whereupon  neither
          party   shall  have  any  further  duty  or  obligation
          hereunder,  or  (ii) waive its right to terminate  this
          Lease and proceed with the construction of the Premises
          in  accordance  with  the Final Plans  as  modified  to
          reflect  Tenant's  objections.  If this  Lease  is  not
          terminated  as  provided above,  the  Final  Plans,  as
          modified per Tenant's objections, shall be incorporated
          herein and, if feasible, attached hereto as an Exhibit.
          In the event Landlord terminates this Lease pursuant to
          its  right  to  terminate the Lease set forth  in  this
          Section  3  above, then Tenant shall pay landlord  one-
          half  (1/2)  of  the  reasonable out  of  pocket  costs
          actually  paid  by  Landlord  in  connection  with  the
          preparation of the Preliminary Plans and Final Plans in
          which  event  the non-exclusive right  to  utilize  the
          Preliminary Plans and Final Plans shall be  granted  to
          Tenant and a complete set of all Preliminary Plans  and
          Final Plans shall be provided to Tenant.

          4.    Changes.  Tenant shall have the right to  request
          in writing that Landlord make changes from time to time
          in  the  Final Plans, and Landlord agrees to make  such
          changes,  provided that such changes (i)  are  made  at
          Tenant's  sole cost and expense, (ii) comply  with  all
          applicable  regulations,  laws,  ordinances,  statutes,
          codes  and restrictions and (iii) do not compromise  or
          weaken  the structural integrity of the Building.   The
          Completion  Date shall be extended, as appropriate,  to
          reflect  any changes made at Tenant's request affecting
          the  construction schedule.  Landlord agrees to  notify
          Tenant,  as  soon  as is reasonably  practicable  after
          consultation  with  Landlord's  architect  and  general
          contractor, of any increase(s) or decrease(s)  in  cost
          or  expense  or  delay(s) in the construction  schedule
          resulting   from  Tenant's  proposed  change(s).    Any
          additional cost payable by Tenant associated with  said
          changes  will  be promptly paid by Tenant  to  Landlord
          within  thirty  (30)  days of completion  of  the  work
          associated with the applicable change order;  provided,
          however,  that if there is an increase in  the  overall
          cost of construction by more than $20,000 as the result
          of the cost of any individual change order requested by
          Tenant,  then Tenant shall pay the entire cost of  such
          change   order   to   Landlord  prior   to   Landlord's
          commencement  of  the work associated with  the  change
          order;  in  the event that an acceptable  change  order
          results  in  a  reduction in the  cost  or  expense  of
          constructing  the portion of the Premises  affected  by
          the  change order, the first monthly installment(s)  of
          Minimum Rent coming due hereunder shall be abated, on a
          dollar-for-dollar basis, in an amount equal to the cost
          reduction realized by virtue of such change order.

          5.   Completion of Work.  Notwithstanding any provision
          to the contrary herein contained, Landlord shall not be
          obligated to substantially complete the construction of
          the  Building on or before the date that is two hundred
          forty  (240)  days after the date that the Final  Plans
          (excluding  mechanical, electrical and plumbing  plans)
          have  been  finally approved or are deemed approved  by
          both  Parties,  subject  to  delays  caused  by  Forces
          Majeures   as  hereinafter  provided  (the  "Completion
          Date").   The  date of substantial completion  as  used
          herein shall mean the later as between the (i) the date
          that  the  work to be performed pursuant to  the  Final
          Plans  is  sufficiently complete  so  that  Tenant  can
          legally  occupy  and  utilize  the  Premises  for   the
          Permitted Use subject only to certain minor punch  list
          items,  the  completion of which  will  not  materially
          affect Tenant's use and occupancy of the Premises, (ii)
          the date that Landlord delivers to Tenant a Certificate
          of   Substantial  Completion  (American  Institute   of
          Architects Document 6704) executed by Landlord and by a
          licensed  architect  reasonably acceptable  to  Tenant,
          (iii)  if  required  by  Applicable  Law,  the  date  a
          Certificate   of   Occupancy  (whether   temporary   or
          permanent) or similar certificate or permit  is  issued
          by   the   appropriate  governmental  authority  having
          jurisdiction over the Premises allowing Tenant  to  use
          and  occupy the Premises, or if no such Certificate  is
          required  by  law, then all inspections  and  approvals
          required  by  applicable governmental  authorities,  if
          any,  shall have been completed and obtained, and  (iv)
          the  date the completion of the work is approved  by  a
          representative  designated by Tenant  (the  "Inspecting
          Architect"),  which approval shall not be  unreasonably
          delayed,  withheld  or conditioned; provided,  however,
          that  if the Inspecting Architect fails to approve  the
          Premises,  it  shall  deliver  to  Landlord  a  written
          explanation of its reasons for such failure.   At  such
          time  as  the last of the foregoing requirements  shall
          have  been satisfied, Landlord shall deliver possession
          of the Premises to Tenant.

          6.    Punch  List.   All  punch  list  items  shall  be
          completed  within  a reasonable period  not  to  exceed
          thirty (30) days after the Completion Date.

          7.     Late  Completion.   If  the  Premises  are   not
          completed  on  or  before  the  Completion   Date,   as
          extended,  except to the extent such failure to  timely
          complete  is  caused  by Tenant,  then,  as  a  penalty
          hereunder,  Basic Rent accruing immediately  after  the
          Commencement Date shall be abated one (1) day for  each
          day  from  and  after  the Completion  Date  until  the
          Premises are substantially completed.

          8.    Early Entry Upon Premises.  Landlord shall notify
          Tenant  forty-five (45) days prior to  the  anticipated
          Completion  Date.  Following receipt of the  notice  of
          anticipated  completion,  Tenant  may,  but  only  with
          Landlord's   consent,  which  consent  shall   not   be
          unreasonably  withheld, conditioned or  delayed,  enter
          onto  the  Premises  to prepare the  Premises  for  its
          occupancy, provided, however, that Tenant shall arrange
          its schedule so as not to interfere with or delay other
          work  of  Landlord  or  any  permitting  or  inspection
          process being carried on at the same time.

          9.    Inspecting Architect.  Inspecting Architect shall
          have the right to enter onto the Premises at reasonable
          times,  subject to delivery of reasonable prior  notice
          to  Landlord or its general contractor, for the purpose
          of  inspecting the construction thereof, provided  that
          such    inspections   shall   not   delay   or   hinder
          construction.  Inspecting Architect shall comport  with
          all  safety  rules and regulations imposed by  Landlord
          and/or  its general contractor.  In addition,  Landlord
          shall   provide   Inspecting   Architect   with    such
          information concerning the construction of the Premises
          as may be reasonably requested by Inspecting Architect.
          Upon  the reasonable request of Landlord, Tenant agrees
          to   cause   Inspecting  Architect  to  make   periodic
          inspections  of critical stages of construction  in  an
          effort to minimize the occurrence of substantial  "tear
          out" and reconstruction of completed work.  However, no
          inspection  or  approval by Inspecting Architect  shall
          affect Landlord's representations and warranties, or be
          construed as a waiver of Tenant's rights, with  respect
          to  any  defect in construction or deviation  from  the
          Final Plans, unless agreed to in writing by Tenant.

          10.  Permits.  Landlord shall apply for and obtain,  at
          its  sole  cost and expense, all permits, licenses  and
          certificates  necessary  for the  construction  of  the
          Building and for the occupancy thereof by Tenant,

          11.   Warranties.  Landlord warrants and represents  to
          Tenant and to the successors and assigns of Tenant that
          (i) the construction of the Premises and all other work
          to  be  performed and equipment or materials  installed
          pursuant   to  this  Construction  Addendum  shall   be
          performed  in a good and workmanlike manner  in  strict
          conformity with the Final Plans as amended pursuant  to
          any  valid  change  order(s); (ii)  all  materials  and
          equipment utilized in the construction of the  Building
          and  all  systems contained therein shall  be  of  good
          quality  and  new;  and, (iii) as of  the  Commencement
          Date,  the  systems  contained in  the  Premises  shall
          function for their intended purposes in accordance with
          their design specifications, and (iv) that the Premises
          shall   be   free  from  defects  in  major  structural
          components for the entire Lease Term.  Major structural
          components   include  the  foundation,   steel   frame,
          exterior   walls,  load  bearing  columns,   structural
          members  of  the  roof  and the  floor  and  any  other
          structural members of the Premises.

                 The   roofing  contractor's  warranty  for   all
          materials  and  workmanship  shall  be  assignable  and
          assigned to Tenant and shall be for a term of ten  (10)
          years  on  all  labor  and  materials.   Manufacturer's
          warranties  on  all  systems, machinery  and  equipment
          installed  as  a  part  of the  work  to  be  performed
          pursuant  to  the  Final Plans shall be  assignable  to
          Tenant.  Terms of warranties and guaranties relating to
          the systems, machinery and equipment to be installed in
          the Premises shall be disclosed to Tenant as a part  of
          the  Preliminary Plans and if the same is not disclosed
          at  that time they shall be submitted together with the
          proposed  Final Plans and will be subject  to  Tenant's
          approval.

          12.   As Built Plans.  Upon completion of the Premises,
          Landlord shall prepare and deliver to Tenant copies  of
          "as  built"  surveys and drawings of the  Premises  and
          surrounding  grounds,  together  with  copies  of   all
          warranties  and guaranties relating to the construction
          thereof   and  all  systems,  machinery  and  equipment
          contained  therein.  To the extent  permitted  by  such
          warranties  and guaranties, Landlord shall  assign  the
          same  (other  than  those relating to major  structural
          components) to Tenant.  To the extent not so permitted,
          Landlord  shall  forward to Tenant the benefit  of  and
          right   to   enforce  the  same  in  Landlord's   name.
          Notwithstanding  any  previous  assignment  to  Tenant,
          Landlord  shall have the right to enforce  on  its  own
          behalf  and  with  respect to its own obligations,  any
          warranty or guaranty relating to the Premises  and  all
          systems, machinery, and equipment contained therein, in
          connection  with  any alleged breach  on  the  part  of
          Landlord of its warranties set forth in this Addendum.

          13.  Forces Majeures.  The deadline for the performance
          of  any  of Landlord's obligations under this  Addendum
          shall  be  extended for up to sixty (60)  days  to  the
          extent  of delays caused by "Forces Majeures".  "Forces
          Majeures"  shall  mean any cause or  event  beyond  the
          reasonable  control  of  Landlord,  including,  without
          limitation,  acts  of God, inability to  obtain  labor,
          strikes,   lockouts,   embargos,  material   shortages,
          failure  of  suppliers  to  provide  needed  materials,
          governmental   restrictions,   acts   of   war,   civil
          commotion,  fire,  flood, tornado, earthquake,  adverse
          weather  conditions,  unavoidable  casualty  and  other
          similar   causes  beyond  the  reasonable  control   of
          Landlord.   Such  period of extension may  be  extended
          beyond  sixty (60) days if the delay is directly caused
          by war, or governmental enactment.

      IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  and
delivered  this  Agreement as of the 12th day of ____________________,
1995.

                         LANDLORD:

                         ST. LOUIS PARTNERSHIP #4, L.P.,
                         an Indiana limited partnership

                         By:
                         Name: Robert J. Scannell
                         Title:General Partner



                         TENANT:

                         APRIA HEALTHCARE, INC.,
                         a Delaware corporation


                         By:
                         Name:
                         Title:


                         OXYGEN TANK ADDENDUM


      This Addendum is attached to and forms a part of the Lease dated
___________________,  1995, by and between ST. LOUIS  PARTNERSHIP  #4,
L.P.,   an  Indiana  limited  partnership,  as  Landlord,  and   APRIA
HEALTHCARE,  INC.,  a  Delaware corporation, as Tenant,  covering  the
Premises located in St. John, Missouri (the "Lease").  The terms  used
in  this Addendum shall have the same definitions as set forth in  the
Lease.   The  provisions  of  this Addendum  shall  prevail  over  any
inconsistent or conflicting provisions of the Lease.


          1.   Notwithstanding anything contained in the Lease to
          the  contrary, Tenant, at no additional cost, shall  be
          entitled to store liquid oxygen in storage tank  to  be
          located  outside the Premises and compressed oxygen  in
          tanks  within the Premises and Landlord hereby consents
          to  such  storage as limited herein.  Tenant  shall  be
          entitled  to construct and maintain, at its  sole  cost
          and  expense  and in accordance with plans approved  by
          Landlord,  which  approval shall  not  be  unreasonably
          withheld or delayed liquid oxygen storage tanks at  the
          location  shown  on  Schedule  1  hereto,  or  at  such
          location   as  Tenant  may  hereafter  designate   with
          Landlord's  approval,  which  approval  shall  not   be
          unreasonably  withheld  or delayed.   Tenant  may  also
          store  in  the  Premises  the supplies,  equipment  and
          inventory  utilized  by Tenant in its  home  healthcare
          business,  including, but not limited to pharmaceutical
          and medical supplies.

          2.    Upon  expiration  or termination  of  the  Lease,
          Tenant   at  its  sole  cost  and  expense   shall   be
          responsible  for removing the tank, the related  piping
          and  fixtures and otherwise restoring the  property  to
          its original condition.

          3.    At  its  sole cost and expense, Tenant  shall  be
          responsible for maintaining the oxygen tank and related
          structures  in  accordance with  all  applicable  laws,
          rules,  regulations,  codes or  ordinances.   Prior  to
          installing or using the tank, to the extent required by
          law,  Tenant shall obtain approval for the construction
          and  use  thereof  from any applicable authorities  and
          shall  provide Landlord with evidence of such  approval
          of  the  tank.  Tenant further agrees to construct  one
          solid  material post on each corner around  the  oxygen
          tank  to protect it from possible damage or injury from
          vehicles.

          4.    Tenant hereby represents and warrants to Landlord
          that  all employees involved in the filling or  removal
          of  oxygen from this tank either have been or shall  be
          properly  trained and certified to do so.  As  provided
          in  this  Lease,  Tenant hereby indemnifies  and  holds
          Landlord  harmless  from  any and  all  losses,  costs,
          claims or damages incurred by Landlord and arising from
          or  related to Tenant's construction, use or  operation
          of the oxygen storage tank.



                                   TENANT:

                                   APRIA HEALTHCARE, INC.,
                                   A Delaware corporation


                                   By:
                                   Name:
                                   Title:



                                   LANDLORD:


                                   ST. LOUIS PARTNERSHIP #4, L.P.,
                                   an Indiana limited partnership


                                   By:
                                   Name:
                                   Title:



                          SPECIAL PROVISIONS
                               ADDENDUM


      This Addendum is attached to and forms a part of the Lease dated
_________________________, 1995 by and between ST.  LOUIS  PARTNERSHIP
#4,  L.P.,  an  Indiana limited partnership, as  Landlord,  and  APRIA
HEALTHCARE, INC., a Delaware corporation, as Tenant, covering Premises
located  in St. John, Missouri (the "Lease").  The terms used in  this
Addendum  shall have the same definitions as set forth in  the  Lease.
The provisions of this Addendum shall prevail over any inconsistent or
conflicting provisions of the Lease.

          A.   Expense Reimbursements.  Landlord shall pay Tenant
          the  sum  of $48,090.00 as a reimbursement for  various
          other  expenses and commissions incurred by  Tenant  in
          connection   with   this  Lease   and   the   Premises.
          $24,045.00  of the foregoing amount shall  be  due  and
          payable  by  Landlord to Tenant at  the  time  Landlord
          receives the first advance for construction costs under
          its   construction  loan  for  the  Premises,  and  the
          remaining $24,045.00 shall be due and payable upon  the
          Commencement Date.

          B.    Holdover.   In the event that Tenant  shall  hold
          over  at  the  expiration or other termination  of  the
          Lease  Term  set  forth in this Lease, or  any  Renewal
          Term,  then  this Lease shall continue as  a  month-to-
          month lease subject to termination by either party upon
          thirty  (30)  days prior written notice to  the  other,
          which  notice  may be given prior to the expiration  of
          the  Lease Term.  Such month-to-month tenancy shall  be
          subject  to  all  of the terms and conditions  of  this
          Lease,   including the Base Rent, in effect during  the
          final  month of this Lease Term, or applicable  Renewal
          Term.   However, after thirty (30) days  prior  written
          notice  to Tenant, which notice may be given  prior  to
          expiration  of  the  Lease Term  or  Renewal  Term,  as
          applicable, Tenant shall be liable for Base Rent during
          the  holdover period in an amount equal to one and  one
          quarter (125%) times the Base Rent provided for in this
          Lease  during  the  last month of  the  Lease  Term  or
          Renewal  Term, as applicable, together with  all  other
          additional rent and other charges provided for  in  the
          Lease.   Tenant acknowledges that the rental  value  of
          the Premises in the future is difficult to estimate and
          that  the  increased amount of Base Rent set  forth  in
          this Section is a reasonable estimate by the parties of
          the future rental value of the Premises upon expiration
          or  termination of the Lease Term or Renewal  Term  set
          forth in this Lease.

          C.    Expansion.   Subject to the terms and  conditions
          set forth below in this Addendum, Tenant shall have the
          right  to expand the size of the Premises on a one  (1)
          time basis, which right may be exercised by Tenant  any
          time  during  the Lease Term as set forth below.   Such
          expansion   shall  be  performed,  or  caused   to   be
          performed,  by Landlord, with the costs thereof  to  be
          paid  as  set  forth  below.  The following  terms  and
          conditions  shall apply to any such expansion  and  the
          rights  and  obligations of Landlord  and  Tenant  with
          respect thereto:

                      (a)   The  minimum  size  of  the  building
          expansion  shall  be fifteen thousand  (10,000)  square
          feet  of additional rentable area, and the maximum size
          shall   be   twenty  thousand  (15,000)  square   feet;
          provided,   that  then  applicable  laws,   ordinances,
          statutes, rules, regulations and codes allow such  size
          of   expansion.   If  not,  the  maximum  size  of  the
          expansion shall be adjusted accordingly.  Tenant  shall
          have  no right to expand or cause the expansion of  the
          Premises for any size of additional space that is  less
          than  10,000  square  feet  (subject  to  reduction  by
          applicable    laws,   statutes,   ordinances,    rules,
          regulations and codes), nor shall Tenant have any right
          to  expand  or cause the expansion of the Premises  for
          any  size of additional space that is more than  15,000
          square feet.

                     (b)   From and after the completion  of  the
          expansion, the additional space shall be deemed a  part
          of  the  Premises and shall be subject to  all  of  the
          terms and provisions of this Lease, as modified by  the
          terms  and  conditions set forth in this Addendum.   In
          the  event  of an irreconcilable conflict  between  the
          terms  and  provisions set forth in this Addendum,  and
          any  other  term or provision in this Lease, the  terms
          and  provisions set forth in this Addendum shall govern
          with respect to the expansion space.

                     (c)   The  Lease  Term (including  both  the
          original  Premises and the expansion  space)  shall  be
          extended for a minimum of ten (10) years from and after
          substantial   completion  of  the  expansion   of   the
          Premises.

                     (d)   Base  Rent  for the original  Premises
          during the extended 10-year term shall be as stipulated
          in Section 1.4 herein.

                     (e)  If Tenant exercises its right to expand
          within  the  first three (3) years of the  Lease  Term,
          written  notice of which exercise must be delivered  to
          Landlord  not later than the date that is  one  hundred
          eighty  (180) days prior to the expiration of  such  3-
          year  period,  Base Rent with respect to the  expansion
          space shall be established as in the following manner:

                                (i)  if  (A)  the  area  of   the
               expansion space finished as office space does  not
               exceed fifteen percent (15%) of the total area  of
               expansion   space,  (B)  there   are   no   tenant
               improvements  specific to Tenant's  intended  use,
               and  (C) the design of the Premises expansion  and
               the   expanded  space  are  compatible  with   the
               original Premises, then Landlord and Tenant  agree
               that Base Rent with respect to the expansion space
               during   the   initial  10-year  term   shall   be
               established  in  accordance  with  the   following
               formula:

          Total Costs Per Square Foot Associated With Expansion X (10-
year treasury bill rate + 400 basis points) X 1.25

                          (For  example,  if costs  are  $50  per
               square  foot  and 10-year treasury  bills  are  at
               7.0%,  then  the calculation would be as  follows:
               ((.0700 + .04) X 1.25 = .1375 rent constant X  $50
               = $6.875 per square foot rental rate.)

                               (ii)   If the percentage of office
               space is greater than 15% but less than 30%, then,
               in  addition to the Base Rent payable pursuant  to
               sub-paragraph  (e)(i) above, the  portion  of  the
               total  costs attributable to the  office  area  in
               excess of 15% will be funded by the Landlord,  and
               the  total additional construction costs for  such
               space only shall be amortized and paid to Landlord
               in   one   hundred  twenty  (120)  equal   monthly
               installments  of principal and interest  utilizing
               an  annual  interest  rate equal  to  the  10-year
               treasury   bill   rate  plus  300  basis   points,
               compounded  monthly.   Such  monthly  installments
               shall be due and payable together with the monthly
               payments  of Base Rent, without prior notice,  and
               subject  to  the same terms with respect  to  late
               payments and/or a default in payments.

                               (iii)  If the percentage of office
               space  is  equal  to  or  greater  than  30%,  any
               additional  construction  and  tenant  improvement
               costs attributable to the office area in excess of
               29% of the total expansion space shall be paid  by
               Tenant in the first instance (i.e., Landlord shall
               not  be  required  to  fund the  construction  and
               tenant  improvement costs for such  excess  office
               space)  within fifteen (15) days of written demand
               therefor delivered by Landlord.  Base Rent for the
               expansion space shall be established as set  forth
               in  sub-paragraph (e)(i) above.   Total  costs  as
               described  in this sub-paragraph are  intended  to
               mean  actual construction tenant improvement costs
               incurred plus any related third-party fees such as
               architectural, engineering, legal,  financing  and
               brokerage fees.

                     (f)  If Tenant exercises its right to expand
          after  the  first  three (3) years of  the  Lease  Term
          (written notice of which exercise must be delivered  to
          Landlord  not later than the date that is  one  hundred
          eighty  (180)  days  prior to  the  expiration  of  the
          Original  Term),  such right shall be conditioned  upon
          the  agreement of Landlord and Tenant upon the  Minimum
          Annual  Rent  to  be charged for the  expansion  space.
          Landlord  and  Tenant each agree to negotiate  in  good
          faith in connection with the establishment of the  Base
          Rent   for  the  expansion  space.   However,   it   is
          acknowledged and agreed that the Base Rent  shall  take
          into account all costs of construction of the expansion
          space   and   tenant  improvements  thereto,  including
          without  limitation, architectural, engineering,  legal
          and  brokerage fees, and all costs and fees  associated
          with  obtaining  financing (including a refinancing  of
          the loan for the construction of the original Premises,
          if applicable) for the expansion space.

                     (g)   Tenant shall not be in default at  the
          time  of  its  exercise  of its  right  to  expand  the
          Premises.

                    (h)  Tenant or its successor shall have a net
          worth equal to or greater than Tenant's net worth as of
          the date hereof.

                     (i)  All terms and provisions applicable  to
          the construction of the original Premises, as contained
          in  the  Construction Addendum (as may be  modified  in
          this Addendum), shall apply to the expansion space.

                     (j)  Landlord's obligation to construct  the
          expansion  space shall be subject to the  agreement  of
          Landlord   and   Tenant   as   to   final   plans   and
          specifications  for the expansion space,  each  of  the
          parties  hereby  agreeing  to  act  in  good  faith  in
          connection  with  the negotiation  of  such  plans  and
          specifications;  in addition, Landlord's obligation  to
          construct  the expansion area shall be subject  to  the
          approval of Landlord's mortgagee (or mortgagees, if the
          mortgagees for the original Premises and the  expansion
          space  are  different) with respect to  (i)  the  final
          plans and specifications for the expansion space,  (ii)
          the   imposition   of  a  second  mortgage   lien,   if
          applicable,  on the Premises (including  the  expansion
          space)  in connection with the loan financing  for  the
          construction of the expansion space, and/or (iii)  such
          other matters as required by Landlord's mortgagee(s).

                     (k)   If,  despite their good faith efforts,
          Landlord  and  Tenant are unable to  agree  as  to  the
          applicable Base Rent, the plans and specifications  for
          the expansion space, or if any other material terms  or
          conditions with respect to the expansion space can  not
          be  established  or satisfied, then Tenant's  right  to
          expand  shall be automatically cancelled, and this  Net
          Lease  shall  continue in full force and in  accordance
          with  its  terms  and  conditions  without  regard   to
          Tenant's  right  to expand or the terms and  conditions
          set  forth  in  this Addendum.  If Tenant's  option  to
          expand   is  exercised  and  the  expansion  space   is
          constructed,  a rider to this Lease setting  forth  the
          Base Rent and the Commencement Date and expiration date
          for  the 10-year term shall be executed by both parties
          and shall be attached hereto and made a part hereof.

          D.    Approvals  of  Plans, Title  and  Acquisition  of
          Property.  Within thirty (30) days after the  full  and
          final  execution hereof, Landlord shall provide  Tenant
          with the following:

                    (i)  A current title report or commitment for
               title  insurance reflecting the state of title  to
               the  Land  and  legible copies of all  instruments
               referred to therein as exceptions to title.

                     (ii)  A  Phase I environmental  report  with
               respect  to  the Land prepared by an environmental
               engineer reasonably acceptable to Tenant.

                    (iii)     The Preliminary Plans

                      (iv)  Evidence  of  the  due  formation  of
               Landlord and of Landlord's authority to enter into
               this Lease.

                Tenant  shall have a period of fifteen (15)  days
          following  the  last  of  the  foregoing  items  to  be
          received by it in which to review the same.  If  Tenant
          is  not  satisfied  with any of  the  foregoing  items,
          Tenant  may  terminate this Lease by  the  delivery  of
          written  notice to Landlord on or before the expiration
          of such fifteen (15) day period, in which event neither
          party  shall have any further obligations to the  other
          hereunder.   If  Tenant fails to terminate  this  Lease
          within such fifteen (15) day period as herein provided,
          then  the foregoing items shall be deemed to have  been
          approved by Tenant.

          E.    Tenant's  Rights of Termination.  In addition  to
          any  other right of termination granted in this  Lease,
          Tenant shall have the right to terminate this Lease  by
          the  delivery  of  written  notice  of  termination  to
          Landlord if any of the following shall occur:

                      (i)    Landlord  shall  fail  to   commence
               construction   of  the  Premises  on   or   before
               February 1, 1996.

                    (ii) Landlord shall cease construction of the
               Premises   prior  to  the  substantial  completion
               thereof for a period of thirty (30) or more  days,
               except  for  periods  of delay  caused  by  Forces
               Majeures.

                In each case, such rights of termination must  be
          exercised, if at all, by the delivery of written notice
          by  Tenant  to  Landlord within  ten  (10)  days  after
          receipt by Tenant of written notice that the applicable
          deadline  described above has not been met and advising
          Tenant  that  it must exercise its right of termination
          within ten (10) days or lose the right to do so.


          F.      Landlord's    Right   of   Termination.     If,
          notwithstanding  diligent  efforts  on  the   part   of
          Landlord to substantially complete the Improvements and
          tender  the  Premises to Tenant as  and  when  required
          hereunder, Landlord, for reasons of Forces Majeures, or
          otherwise,  is  unable  to substantially  complete  the
          Improvements  and tender the Premises to Tenant  on  or
          before  November  1, 1996, then Landlord  shall  notify
          Tenant  in  writing  (such writing  being  referred  to
          herein  as  the "Late Completion Notice") of  the  date
          upon  which Landlord reasonably believes that Landlord,
          through  diligent efforts, will substantially  complete
          the  Premises and request that Tenant make an election,
          within fifteen (15) days after actual receipt by Tenant
          of such written notice and request, to either terminate
          the  Lease  by written notice to Landlord  pursuant  to
          Section  3.3 of the Lease or agree to accept the  delay
          damages  provided  in Paragraph 7 of  the  Construction
          Addendum  as  its sole remedy for late completion.   If
          Tenant  elects to accept the delay damages as its  sole
          remedy   for  late  completion,  then  Landlord   shall
          substantially complete construction of the Premises  by
          the  date specified in the Late Completion Notice,  and
          Tenant shall have no further option to terminate on the
          basis of late completion unless Landlord shall fail  to
          substantially complete the Improvements and tender  the
          Premises  to Tenant on or before the date specified  in
          the  Late Completion Notice.  If Tenant shall  fail  to
          respond  to the Late Completion Notice within the  time
          period specified above, then Tenant shall be deemed  to
          have  agreed to accept delay damages as its sole remedy
          as  described  above.  In addition, if Landlord,  after
          having employed diligent efforts to do so, is unable to
          obtain  all necessary approvals of the Final Plans  and
          the  oxygen tank to be located on the Premises, as well
          as  all  other permits, approvals and licenses relating
          to    the   construction   and   development   of   the
          Improvements,   from   all   applicable    governmental
          authorities   and   under  applicable   covenants   and
          restrictions  on  or before January  1,  1996,  without
          making substantial changes to such Final Plans, and  if
          Tenant shall not have consented to such changes fifteen
          (15)  days after written notice of Landlord's intention
          to  terminate on the basis of its inability  to  obtain
          the necessary approvals and of the changes necessary to
          obtain  approval,  then Landlord, at  its  option,  may
          terminate this Lease by written notice to Tenant.


          G.    Option  to  Terminate After Seven Years.   Tenant
          shall have the right to terminate this Lease at the end
          of  the eighty-fourth (84th) full calendar month of the
          Lease  Term  by  the  delivery to Landlord  of  written
          notice  of termination no later than the final  day  of
          the  eightieth (80th) full calendar month of the  Lease
          Term  and  the  delivery to Landlord of  a  termination
          payment  prior  to the expiration of the  eighty-fourth
          (84th)  full  calendar month of the Lease  Term  in  an
          amount  equal to the sum of all scheduled  payments  of
          Base  Rent for the eighty-fifth (85th) through the  one
          hundred  second  (102nd) full calendar  months  of  the
          Lease  Term, plus one and one-half times the amount  of
          Real Property Taxes paid by Tenant under the Lease  for
          the most recently concluded calendar year.


          H.    Effect of Termination.  Upon a termination  under
          Paragraph  E,  Paragraph  F  or  Paragraph  G  of  this
          Addendum,   neither  party  shall  have   any   further
          obligations hereunder.


                                   APPROVED:

                                   LANDLORD:

                                   ST. LOUIS PARTNERSHIP #4, L.P.,
                                   an Indiana limited partnership


                                   By:
                                   Name: Robert J. Scannell
                                   Title:General Partner



                                   TENANT:

                                   APRIA HEALTHCARE, INC.,
                                   A Delaware corporation


                                   By:
                                   Name:
                                   Title: