ex10_2.htm


    

      
        

      


      
        THIRD
          AMENDMENT TO INDUSTRIAL BUILDING
          LEASE

      

      
        


      

      
        


      

      
        THIS
          THIRD AMENDMENT
          TO INDUSTRIAL BUILDING LEASE("Amendment") is
          made and entered into
          as of the 5th day of December, 2005 by and between JJ Properties, Co, a
          General
          Partnership ("Landlord" or "Lessor") and Pools Press, Inc., an Illinois
          Corporation ("Tenant" or "Lessee").

      

      
        


      

      
        WHEREAS,on
          April 11, 1991, Lessee and then
          Lesssor, High Tech Partners, an Illinois Limited Partnership ("High Tech")
          executed an Industrial Building Lease. ("Lease") for the west one-half
          (13,000
          square feet including that part of the dock well covered by the roof) of
          the
          property commonly known as 3455-3501 Commercial Avenue, Northbrook, Illinois
          ("Premises") for the term of June 1, 1991 through May 31, 1996 ("Term");
          and

      

      
        


      

      
        WHEREAS,
          Lessee and high Tech have heretofore
          amended the Lease by First and Second Amendment thereto;
          and

      

      
        


      

      
        WHEREAS,
          High Tech, on March 12, 2003 assigned
          the Lease to North Star Realty Services, LLC as beneficiary of MB Financial
          Bank, N.A., as Trustee u/t/a dated February 27, 2003 a/k/a Trust No. 3203
          (the
          "Trust"), and

      

      
        


      

      
        WHEREAS,
          JJ Properties Co. is the current
          beneficiary of the Trust and consequently the current Lessor hereunder;
          and

      

      
        


      

      
        WHEREAS,
          the parties desire to amend the Lease
          by amending the rental terms for the renewal period of June 1, 2006 through
          May
          31, 2011, and to grant Lessee an option to renew the Lease for the five-year
          term of June 1, 2011 through 2016, on the terms and conditions set forth
          hereinafter.

      

      
        


      

      
        NOW
          THEREFORE, in consideration
          of the premises set forth herein and other good and valuable consideration,
          the
          receipt and sufficiency of which is hereby acknowledged by the parties,
          Lessor
          and Lessee hereby agree as follows:

      

      
        


      

      
        
          	
                  1.

                	
                  The
                    term of the Lease is hereby
                    extended for an additional five-year period commencing June 1,
                    2006
                    through May 31, 2011.

                


        

      

      
        


      

      
        
          	
                  2.

                	
                  The
                    base rent to be paid by Lessee
                    to Lessor during the term commencing June 1, 2006 through May
                    31, 2011
                    shall be as follows:

                


        

      

      
        


      

      
        June
          1, 2006 through and including May
          31, 2009 - $7,446.00 per month,

      

      
        June
          1, 2009 through and including May
          31, 2010 - $7,750.00 per month.

      

      
        Junel,
          2010 through and including May 31,
          2011 - $8,000.00 per month.

      

      
      


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      
        
          	
                  3.

                	
                  Paragraph
                    57 of the Lease is
                    deleted in its
                    entirety.

                


        

      

      
        


      

      
        
          	
                  4.

                	
                  Paragraphs
                    31, 32 and 35 of the
                    Lease shall be deleted in their entirety as
                    inapplicable.

                


        

      

      
        


      

      
        
          	
                  5.

                	
                  Paragraph
                    47 shall be deleted in
                    it$ entirety.

                


        

      

      
        


      

      
        
          	
                  6.

                	
                  Paragraph
                    48 shall be deleted in
                    its entirety,

                


        

      

      
        


      

      
        
          	
                  7.

                	
                  Paragraph
                    54 (A) through (D) shall
                    be deleted in their
                    entirety,

                


        

      

      
        


      

      
        
          	
                  8.

                	
                  Add
                    the following
                    Paragraph:

                


        

      

      
        


      

      
        
          	
                  58.

                	
                  Lessor
                    hereby grants Lessee the
                    option to terminate Lease prior to the end of its term conditioned
                    upon
                    the following:

                


        

      

      
        


      

      
        
          	
                  A.

                	
                  Intent
                    of Termination of Lease
                    must be delivered in writing to Lessor not less than nine (9)
                    months prior
                    to the requested termination date;
                    and

                


        

      

      
        


      

      
        
          	
                  B.

                	
                  The
                    option to terminate shall
                    expire in the event that Pool Press Inc. is sold in whole or
                    in part, is
                    merged into a new or different entity, and/or Val Sampson or
                    a direct
                    descendant of Val Sampson is not the majority owner of the legal
                    and
                    beneficial interest of the company on the date that the notice
                    of
                    termination is served upon
                    Lessor.

                


        

      

      
        


      

      
        
          	
                  9.

                	
                  In
                    the event of a conflict between
                    the terms and conditions of the Lease and this Third Amendment
                    to
                    Industrial Building Lease, the provisions of this Third Amendment
                    to
                    Industrial Building Lease shall
                    prevail.

                


        

      

      
        


      

      
        
          	
                  10.

                	
                  Except
                    as amended hereby and
                    except to the extent provisions in the Lease relate to conditions
                    which
                    have already been satisfied or which expire by their terms, the
                    parties
                    agree that the provisions of the Lease shall be and remain in
                    full force
                    and. effect.

                


        

      

      
        


      

      
        
          	
                  11.

                	
                  Lessor
                    and Lessee hereby represent
                    and warrant that such party has full and complete authority to
                    execute
                    this Amendment and the other documents executed in connection
                    herewith and
                    to perform the obligations of such party under such
                    documents.

                


        

      

      
      


      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      


      
        
          	
                  12.

                	
                  Capitalized
                    terms used and not
                    defined herein have the meanings given such terms in the
                    Lease.

                


        

      

      
        


      

      
        This
          Agreement is executed as of the
          dated first above written by and between the parties
          hereto.

      

      
        


      

      
        	
                Lessee:

              	 	
                Lessor:

              
	 	 	 	 	 
	
                POOLS
                  PRESS, INC., an Illinoiscorporation

              	 	
                JJ
                  PROPERTIES, CO., a General
                  Partnership

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/
Val Sampson

              	 	
                By:

              	
                /s/
Gerald D. Blumberg

              
	 	 	 	 	 
	
                Name:

              	
                Val Sampson

              	 	
                Name:

              	
                Gerald D. Blumberg

              
	 	 	 	 	 
	
                Title:

              	
                President

              	 	
                Title:

              	
                Partner

              


      


      
        
          
          

        

        
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            3
            -

          
            

          

        

        
          
          

        

      


      INDUSTRIAL
        BUILDING LEASE

      


      
        	
                DATE
                  OF LEASE

              	
                TERM
                  OF LEASE

              	
                MONTHLY
                  RENT

              
	 	
                BEGINNING

              	
                ENDING

              	 
	
                April
                  11, 1991

              	
                June
                  1, 1991

              	
                May
                  31, 1996

              	
                See
                  Rider

              
	
                Location
                  of Premises:

              
	
                The
                  west one-half (13,000 square feet including that part of the dock
                  well
                  covered by the roof) of the property commonly known as 3455-3501
                  Commercial Avenue, Northbrook, IL 60062

              
	
                Purpose:

              
	
                Office
                  and warehouse

              


      

      


      
        	 	
                LESSEE

              	 	 	
                LESSOR

              	 
	
                NAME

              	
                POOLS
                  PRESS, INC.

              	 	
                NAME
                  AND

              	 	
                HIGH
                  TECH PARTNERS, an Illinois

              
	
                ADDRESS

              	
                3501
                  Commercial

              	 	
                BUSINESS

              	 	
                Limited
                  Partnership as Beneficiary of Glenview State Bank

              
	 	
                Northbrook,
                  IL 60062

              	 	
                ADDRESS

              	 	
                T/U/T
                  #961

                333
                  Corporate  Woods Parkway

                Vernon
                  Hills, IL 60061

              


      

      


      In
        consideration of the mutual covenants and agreements herein stated, Leasor
        hereby leases to Lessee and Lessee hereby leases from Lessor solely for the
        above purpose the premises designated above (the “Premises”), together with the
        appurtenances thereto, for the above Term.  The entire property of
        which the premises are a part is hereinafter referred to as the
“Property”.

      


      RENT

      


      1.           
        Lessee shall pay Lessor of Lessor’s agent as rent for the Premises the sum
        stated above, monthly in advance, until termination of this lease, at Lessor’s
        address stated above or such other address as Lessor may designate in
        writing.

      


      CONDITION
        AND UPKEEP OF PREMISES

      


      2.           
        Lessee has examined and knows the condition of the Premises and has received
        the
        same in good order and repair, and acknowledges that no representations as
        to
        the condition and repair thereof have been made by Lessor, or his agent,
        prior
        to or at the execution of this lease that are not herein expressed; Lessee
        will
        keep the Premises including all appurtenances, in good repair, replacing
        all
        broken glass with glass of the same size and quality as that broken, and
        will
        replace all damaged plumbing fixtures with others of equal quality, and will
        keep the Premises in a clean and healthful condition according to the applicable
        municipal ordinances and the direction of the proper public
        officers


      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      


      during
        the term of this lease at Lessee’s expense, and upon the termination of this
        lease, in any way, will yield up the Premises to Lessor, in good condition
        and
        repair, loss by fire and ordinary wear excepted, and will deliver the keys
        therefore at the place of payment of said rent.

      


      LESSEE
        NOT TO MUSUSE; SUBLET; ASSIGNMENT

      


      3.           
        Lessee will not allow the Premises to be used for any purpose that will increase
        the rate of insurance thereon, nor for any purpose other than that hereinbefore
        specified, and will not load floors with machinery of goods beyond the floor
        load rating prescribed by applicable municipal ordinances, and will not allow
        the Premises to be occupied in whole, or in part, by any other person, and
        will
        not sublet the same or any part thereof, not assign this lease without in
        each
        case the written consent of the Lessor first had, and Lessee will not permit
        any
        transfer by operation of law of the interest in the Premises acquired through
        this lease, and will not permit the Premises to be used for any unlawful
        purpose, or for any purpose that will injure the reputation of the building
        or
        increase the fire hazard of the building, or disturb the tenants or the
        neighborhood, and will not permit the same to remain vacant or unoccupied
        for
        more than ten consecutive days; and will not allow any signs, cards or placards
        to be posted, or placed thereon, not permit any alteration of or addition
        to any
        part of the Premises, except by written consent of Lessor; all alterations
        and
        additions to the Premises shall remain for the benefit of Lessor unless
        otherwise provided in the consent aforesaid.

      


      MECHANIC’S
        LIEN

      
        


      

      
        4.           
          Lessee will not permit any
          mechanic's lien
          or liens to be placed upon the
          Premises or any building or improvement thereon during the term hereof,
          and in
          case of the filing or such lien Lessee will promptly pay same. If default
          in
          payment thereof shall continue for thirty (30) days after written notice
          thereof
          From Lessor to the Lessee, the Lessor shall have the right and privilege
          at
          Lessor's option of paying the same or any portion thereof without inquiry
          as to the
          validity thereof, and any amounts so paid, including expenses and interest,
          shall be so much additional indebtedness hereunder due from Lessee to Lessor
          and
          shall be repaid to Lessor immediately on rendition of bill therefor. See
          Paragraph 23 ofRider

      

      
        


      

      
        INDEMNITY
          FOR ACCIDENTS

      

      
        


      

      
        See
          Paragraph 43 of Rider.

      

      
        


      

      
        NON-LIABILITY
          OF LESSOR

      

      
        


      

      
        6.           
          Except as provided by Illinois
statute,
          Lessor shall not be liable for
          any damage occasioned by failure to keep the Premises
          in repair, nor for
          any

      

      
      


      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      


      
        damage
          done or occasioned by or from
          plumbing, gas, water, sprinkler, steam or other pipes or sewerage or the
          bursting, leaking or running of any
          pipes, tank or plumbing fixtures, in, above, upon or about Premises or
          any
          building or improvement thereon nor or any
          damage occasioned by water, snow or
          ice being upon or coming through the roof, skylights, trapdoor or otherwise,
          nor
          for any damages arising from acts or neglect of any owners or occupants
          of
          adjacent or contiguous property.

      

      
        See
          Paragraph 50 of the Rider

      

      
        


      

      
        7.           
          Lessee will pay, in addition
          to
          the rent above specified, all water rents, gas and electric light and power
          bills taxed, levied or charged on the Premises, for and during the time
          for
          which this lease is granted, and in case said water rents and bills for
          gas,
          electric light and power shall not be paid when due.  Lessor shall
          have the right to pay the same, which amounts so paid, together with any
          sums
          paid by Lessor to keep the Premises in a clean and healthy condition as
          above
          specified, are declared to be so much additional rent and payable with
          the
          installment of rent next due thereafter.

      

      
        


      

      
        KEEP
          PREMISES IN
          REPAIR

      

      
        


      

      
        8.           
          Lessor shall not be obliged
          to
          incur any expense for repairing any improvement upon said demised premises
          or
          connected therewith, and the Lessee at his own expense will keep all
          improvements in good repair (injury by fire, or other causes beyond Lesse's
          control excepted) as well as in a good tenantable and whole as well as
          lawful
          requirements of all competent authorities in that behalf.  Lessee
          will, as far as possible, keep said improvements from deterioration due
          to
          ordinary wear and from falling temporarily out of repair.  If Lesee
          does not make repairs as required hereunder promptly and adequately, Lessor
          may
          but not need make such repairs and pay the costs thereof, and such costs
          shall
          be so much additional rent immediately due from and payable by
          Lessee.  Notwithstanding anything set
          forth in
          thisParagraph, Lessor
          shall
          be responsible for those items referred to in Paragraph 46
          below

      

      
        


      

      
        ACCESS
          TO
          PREMISES

      

      
        


      

      
        9.           
          Lessee will allow Lessor
          free
          access to the Premises for the purpose of examining of exhibiting the same,
          or
          to make any needful repairs, or alterations thereof which Lessor may see
          fit to
          make and will allow to have placed upon the Premises at all times notice
          of "For
          Sale" and "To Rent, and will not interfere with the same.  See
          Paragraph 45 of Rider

      

      
      


      
        
          
          

        

        
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            6
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        ABANDONMENT
          AND
          RELETTING

      

      
        


      

      
        10.           
          If Lessee shall abandon
          or vacate
          the Premises, or if Lessee's
          right to occupy the Premises be
          terminated by Lessor by reason of Lessee's breach of any of the covenants
          herein, the same may be re-let by Lessor for such rent and upon such terms
          as
          Lessor may deem fit, subject to Illinois statute; and if a sufficient sum
          shall
          not thus be realized monthly, after paying the expenses of such re-letting
          and
          collecting to satisfy the rent hereby reserved, Lessee agrees to satisfy
          and pay
          all deficiency monthly during (the remaining period of this
          lease.  Lessor
shall
          use its best efforts to re-let the
          demised premises.

      

      
        


      

      
        HOLDING
          OVER

      

      
        


      

      
        11.           
          Lessee will, at the termination
          of
          this lease by lapse of time or otherwise, yield up immediate posses­sion to
          Lessor, and failing so to do, will pay
as
          liquidated damages, for the whole
          time such possession is with held, the sum of Four
          Hundred
Dollars ($400.00)
          per day; but the provisions of this
          clause shall not be held as a waiver by Lessor of any right of re-entry
          as
          hereinafter set forth; nor shall the receipt of said rent or any part thereof,
          or any other act in apparent affirmance of tenancy, operate as a waiver
          of the
          right to forfeit this lease and the term hereby granted for the period
          still
          unexpired, for a breach of any of the covenants
          herein.

      

      
        


      

      
        EXTRA
          FIRE
          HAZARD

      

      
        


      

      
        12.           
          There shall not be allowed,
          kept,
          or used on the Premises any inflammable or explosive liquids or materials
          save
          such as may be necessary for use in the business of the Lessee, and in
          such
          case, any such substances shall be delivered and stored in amount, and
          used, in
          accordance with the rules of the applicable Board of Underwriters and statutes
          and ordinances now or hereafter in force.

      

      
        


      

      
        DEFAULT
          BY LESEE

      

      
        


      

      
        13.           
          If default be made in the
          payment
          of the above rent, or any part thereof, or in any of the covenants herein
          contained to be kept by the Lessee, Lessor may at any time thereafter at
          his
          election declare said term ended and reenter the Premises or any part thereof,
          with or (to the extent permitted by law) without notice or process of law,
          and
          remove Lessee or any persons occupying the same, without prejudice to any
          remedies which might otherwise be used for arrears of rent, and Lessor
          snail
          have at all times the right to distrain for rent due, and shall have a
          valid and
          first lien upon all personal property which Lessee now owns, or may hereafter
          acquire or have an interest in, which is by law subject to such distraint,
          as
          security for payment of the rent herein reserved,

      

      
      


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      


      
        


      

      
        


      

      
        NO
          RENT DEDUCTION OR SET OFF

      

      
        


      

      
        14.           
          Lessee's covenant to pay
          rent is
          and shall be independent of each and every other covenant of this lease, Lessee
          agrees that
any claim by Lessee
          against
          Lessor shall not be deducted from rent nor set off against any claim for
          rent in
          any action.

      

      
        


      

      
        RENT
          AFTER NOTICE OR SUIT

      

      
        


      

      
        15.           
          It is further agreed, by
          the
          parties hereto, that after the service of notice, or the commencement of
          a suit
          or after final judgment for possession of the Premises, Lessor may receive
          and
          collect any
rent
          due, and the payment of
saidrent
          shall not waive or affect said
          notice, said suit, of said judgment.

      

      
        


      

      
        PAYMENTS
          OF COSTS

      

      
        


      

      
        16.           
          The party at fault will
          pay and
          discharge all reasonable costs, attorney's fees and expenses that shall
          be made
          and incurred by the other in enforcing by litigation
          the covenants and agreements of this lease. 

      

      
        


      

      
        RIGHTS
          CUMULATIVE

      

      
        


      

      
        17.           
          The rights and remedies of the parties under this lease are cumulative.
          The
          exercise or use of any one or more thereof shall not bar either from exercise
          or
          use of any other right or remedy provided herein or otherwise provided
          by law,
          nor shall exercise nor use of any right remedy either waive any other right
          or
          remedy.

      

      
        


      

      
        SUBORDINATION

      

      
        


      

      
        19.           
          This lease is subordinate
          to all
          mortgages which may now or hereafter affect the
          Premises.

      

      
        


      

      
        PLURAL
          - SUCCESSORS

      

      
        


      

      
        20.           
          The words "Lessor"
and
          "Lessee" wherever herein occurring
          and used shall be construed to mean "Lessors" and "Lessees" in case more
          than
          one person constitutes either party to this lease; and all the covenant
          and
          agreements contained shall be binding upon, and inure to, their respective
          successors, heirs, executors, administrators and assigns and may be exercised
          by
          his or their attorney or agent.

      

      
      


      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      


      
        


      

      
        SEVERABILITY

      

      
        


      

      
        21.           
          Wherever possible each provision
          of this lease shall be interpreted in such manner as to be effective and
          valid
          under applicable law, but if any provision of this lease shall be prohibited
          by
          or invalid under applicable law, such provision shall be ineffective to
          the
          extent of such prohibition or invalidity, without invalidating the remainder
          of
          such provision of the remaining provisions of this
          lease.

      


      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      


      RIDER

      


      THIS
        RIDER is attached to and thereby made a part of that Lease dated the 11th
        day of
        April, 1991, by and between Pools Press, Inc., as Lessee. And High Tech
        Partners, an Illinois Limited Partnership, as Beneficiary of Glenview State
        Bank
        T/U/T #961, as Lessor. The parties thereto hereby further agree as
        follows:

      


      22.
        On
        the date hereof, the Lessee shall deliver to the Lessor the sum of Eight
        Thousand Two Hundred Ninety-Eight and No/100 Dollars ($8,298.00) to be held
        by
        the Lessor as and for a security deposit pursuant to the security deposit
        shall
        be returned to the Lessee by the Lessor upon the vacation of the premises
        by the
        Lessee or upon the closing of the purchase of the Property by the Lessee,
        in
        full compliance with the provisions and terms hereof without default by the
        Lessee. In the event of any default by the Lessee or its failure to perform
        any
        of the terms and provisions hereof, the Lessee shall have the right to apply
        any
        or all of said security deposit to any damages suffered by the Lessor by
        reason
        of the actions of the Lessee, and to demand and receive immediate replacement
        from Lessee of the amount so applied. The only interest or other incremental
        earnings Lessee shall be entitled to by reason of the possession by the Lessor
        of said security deposit shall be credit, to be applied to the rent due for
        each
        month of May during the term hereof, in an amount equal to one-half (1/2)
        of the
        total portion of the interest actually earned by Lessor on said security
        deposit
        for the period since the last such credit. Lessor shall not be responsible
        to
        pay any such interest share in cash or as a credit toward the rental for
        any
        other month. Provided, however, if at the time of the termination of this
        Lease
        pursuant to any of the provisions herof or the purchase of the Property by
        the
        Lessee, any of the Lessee’s said share of the interest has not been credited
        toward a May rental, as set forth above, said uncredited interest amount
        shall
        be deemed part of the said security deposit and shall be disbursed in accordance
        with the provisions of this Lease.

      


      23.
        In
        addition to the provisions set forth in paragraph 4 of the form portion of
        the
        Lease, Lessee will not allow, permit, or cause any liens or encumbrances
        of any
        nature, to be placed upon the premises. In the event the Lessee does so allow,
        permit, or cause any such lien or encumbrance to be placed upon the premises
        in
        violation hereof, Lessor shall have the same rights pertaining thereto as
        are
        set forth in said Paragraph 4. So Notwithstanding anything set forth in this
        Paragraph or in Paragraph 4 above to the contrary, Lessee’s failure to satisfy
        any such lien within thirty (30) days after written notice thereof  from
        Lessor to Lessee shall not be considered a default hereof if, within said
        thirty
        (30) day period, Lessee delivers to Lessor either; (A) a bond issued by a
        written commitment from a title insurance company reasonably acceptable to
        Lessor insuring Lessor against any loss or damage as a result of said
        lien.


      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      


      


      24.
        A.
        If, at any time during the term hereof, thirty-three percent (33%) or more
        of
        the premises shall be taken by or pursuant to governmental authority or through
        exercise of the right of condemnation or eminent domain, or if thirty-three
        percent (33%) or more of the improvements located upon the premises are so
        damaged by fire or other casualty so as to render, in the sole reasonable
        judgment and discretion of Lessor, no portion thereof tenantable, effective
        the
        date of said taking or casualty this lease shall terminate without further
        liability or obligation by either party hereto to the other. Lessee shall
        have a
        right to payment or award for damages to its leasehold interest caused by
        such
        taking or casualty, provided the claim for same is made separately and shall
        in
        no way delay any payment, award or settlement for Lessor’s damage.

       

          B.
        If, at any
        time during the term hereof, less than thirty-three percent (33%) of the
        premises are taken by or pursuant to governmental authority or through exercise
        of the right of condemnation or eminent domain, or are damaged by fire other
        casualty, and provided any necessary repairs or restoration can reasonably
        be
        completed within six (6) months from the date of such taking or casualty
        Lessor,
        at its sole reasonable discretion, to be exercised by written notice to Lessee
        within thirty (30) days after the date of such taking or casualty, shall
        elect
        whether to repair and restore the premises or not. If Lessor elects to repair
        and restore the premises, Lessor shall complete same as soon as reasonably
        possible and this lease shall remain in full force and effect without abatement
        of rent. If Lessor elects not to repair and restore the premises, or if such
        repairs or restoration cannot be reasonably completed within six (6) months
        this
        Lease shall terminate as of the date of such election and the rent shall
        be
        prorated as of such date.  Whether or not Lessor so elects to repair
        or restore the premises, Lessee shall have a right to payment or award for
        damages to its leasehold interest caused by such taking or casualty, provided
        the claim for same is made separately and shall in no way delay any payment,
        award or settlement for Lessor’s damage.

      


      25.
        Lessee agrees to carry and maintain at all times during the term of this
        Lease
        comprehensive general liability insurance in which Lessor shall be name as
        an
        additional insured with minimum limits of liability in respect of personal
        injury of $1,000,000.00 for each person and $3,000,000.00 for each occurrence,
        and as to property damage a broad form policy with minimum limits of
        $1,000,000.00 for each occurrence. Such policy shall cover the entire demised
        premises, including any sidewalks, streets and ways adjoining the premises.
        All
        insurance policies required by this Paragraph shall be obtained by Lessee
        at
        Lessee’s expense and shall be placed with companies satisfactory to Lessor and
        qualified to do business within the State of Illinois, and Lessee agrees
        to have
        included in said policies a waiver of subrogation by the insurance
        carrier.  Said insurance policies shall provide for at least thirty
        (30) days written notice to Lessor before cancellation. Copies of certificates
        of the above policies of insurance shall be delivered to Lessor prior to
        the
        date Lessee takes possession of the demised premises.


      
        
          
          

        

        
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            11
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      26.
        Lessee shall at its sole cost and expense comply with all the requirements
        of
        all municipal, state, and federal authorities now in force or which may
        hereafter be in force, pertaining to the premises. The final judgment of
        any
        court, or the admission of Lessee in any action or proceeding against Lessee,
        whether Lessor be a party thereto or not, that Lessee has violated any such
        ordinances or statutes in the use of the premises shall be conclusive of
        that
        fact as between Lessor and Lessee.

      


      27.
        Lessee shall, at its cost, keep and maintain the premises in good and sanitary
        order, condition and repair. Lessee shall be fully responsible for, at its
        cost
        and expense, and shall perform in a timely manner, any and all maintenance
        or
        repairs pertaining to the interior of the premises and the utilities and
        other
        systems servicing same, whether located within the premises or within the
        walls
        of the premises, including, but not limited to, the electric, water, gas,
        air
        conditioning and heating, ventilating and air conditioning systems and
        equipment, except as provided in Paragraph 36 below. If Lessee does not make
        repairs as required hereunder promptly and adequately, Lessor may, but need
        not,
        after notice to Lessee pursuant to Paragraph 46 below, make such repairs
        and pay
        the costs thereof and such costs shall be so much additional rent immediately
        due from and payable by Lessee to Lessor.

      


      28.
        If
        the usage of the premises by the Lessee causes, directly or indirectly, any
        increase in the premium paid by the Lessor for the fire and extended coverage
        insurance policy maintained by the Lessor pertaining to the entire property
        of
        which the premises is a part thereof, the Lessee shall immediately upon receipt
        of such written notice thereof from the Lessor, as verified in writing by
        Lessor's insurance agent or broker, pay to the Lessor the amount of such
        increase.

      


          
29.
        In the
        event of any conflict or contraction by and between the language of this
        Rider
        and the language of the form portion of this Lease, the language of this
        Rider
        shall control.


      
        
          
          

        

        
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      30.  The
        base monthly rental due pursuant hereto during the term hereof shall be as
        follows:

      


      June
        1,
        1991 through and including May 31, 1992 - $4,149.17 per month.

      


      June
        1,
        1992 through and including May 31, 1993 - $4,409.17 per month.

      


      June
        1,
        1993 through and including May 31, 1994 - $4,690.83 per month.

      


      June
        1,
        1994 through and including May 31, 1995 - $5,503.35 per month.

      


      June
        1,
        1995 through and including May 31, 1996 - $5,817.50 per month.

      


      31.           
        Notwithstanding anything herein to the contrary, so long as Lessee is not
        in
        default pursuant to the terms hereof, Lessee shall pay as base rent for the
        month of June, 1991 the sum of $1,083.00 and shall not be required to pay
        any
        base rent for the period from June 1, 1992 through June 30, 1992. This rent
        concession is granted by Lessor to Lessee in consideration for Lessee's
        acceptance of the premises in "as is" condition, except as otherwise provided
        herein. However, during said periods Lessee shall still be obligated to pay
        those additional amounts of rent referred to in Paragraph 33 below and to
        comply
        with all other terms and provisions hereof, including, but not limited to,
        Lessee's obligation to maintain and repair the premises pursuant to Paragraph
        2,
        8, 27 and 38 hereof.

      


      32.           
        Seventy-five percent (75%)) of the alterations to be made to the demised
        premises by the Lessee shall be paid promptly when due, out of the escrow
        of
        account referred to below, or by Lessee's additional funds if said escrowed
        amount is not sufficient. Prior to commencement of any of the said alterations:
        (1) Lessee shall submit to Lessor the plans and specifications pertaining
        hereto, together with the identification  the contractors to be
        retained by Lessee to perform such work: and (2) shall deposit in escrow
        not
        less than seventy-five percent (75%) of the amount the reasonable cost of
        said
        alterations. Said escrow shall be established, at Lessee's option, with either
        Lessor's attorneys or a title company as Escrowee. If the latter, the cost
        and
        expense of said escrow shall be paid solely by Lessee without contribution
        thereto by Lessor. Payment of the last seventy-five percent (75%) of the
        actual
        cost of the said alterations shall be disbursed from said escrow upon
        presentation by the contractor of properly prepared and properly executed
        general contractor's sworn statements and waivers of mechanics lien in support
        thereof. No such work shall commence unless and until Lessee has deposited
        said
        amount and Lessor has approved in writing said plans, specifications and
        contractors. Further, Lessor shall have the right to demand from any and
        all
        said contractors evidence of the insurance coverages reasonably required
        by
        Lessor to protect Lessor, Lessee and the Property.


      
        
          
          

        

        
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      33.           
        In addition to the base rent provided for the Paragraph 30 above, Lessee
        shall
        also pay to Lessor, immediately upon demand by Lessor or as hereinafter set
        forth, fifty percent (50%) of the assessments and annual ad valorem real
        estate
        taxes levied against the Property during the term hereof or any extension
        hereof, fifty percent (50%) of all reasonable premiums incurred by Lessor
        for
        fire and extended coverage replacement value insurance on the property, which
        coverage Lessor will maintain, and fifty percent (50%) of all reasonable
        costs
        paid by Lessor for snow removal and landscaping services for the Property.
        Lessor shall pay prior to the due date thereof all bills for taxes, insurance
        premiums and other matters referred to above in the Paragraph. Said percentages
        to other matters referred to above in this Paragraph. Said percentages to
        be
        paid by Lessee shall be considered as additional rent due hereunder. Upon
        the
        expiration of the term here of or any extension thereof, Lessor shall have
        the
        right to retain, out of the security deposit referred to in Paragraph 22
        above,
        an amount reasonably estimated by Lessor, based upon the prior year's tax
        bill
        and assessment notices for current or future years, to be sufficient to
        guarantee payment by the Lessee of the Lessee's portion of any such percentages
        unbilled as of the date of the termination of said term or any extension
        thereof.

      


      34           
        As part of its obligation with regard to the annual ad valorem real estate
        taxes, as set forth in Paragraph 33 above, Lessee shall deposit with the
        Lessor
        each month, commencing June 1, 1991, during the term hereof and any additional
        term hereof, a sum equal to one-twelfth (1/12) of fifty (50%) percent of
        the
        reasonably estimated, by the Lessor, based upon the prior year's tax bill
        and
        assessment notices for current or future years, annual ad valorem real estate
        tax bill for the Property. Prior to the due date thereof, Lessor shall pay
        said
        real estate tax bills utilizing the funds deposited in said escrow to satisfy
        Lessee's share thereof. However, if the amount so deposited in said escrow
        is
        not sufficient to satisfy Lessee's share of any such bill, Lessee shall,
        within
        ten days after written notice thereof by Lessor to Lessee, immediately pay
        to
        Lessor the amount by which Lessee's share of said bill exceeds the amount
        previously deposited in said escrow by Lessee. Said escrowed amount deposited
        by
        Lessee shall be maintained by Lessor in an interest bearing account, earning
        interest at not less than money market rates, and said interest shall accrue
        to
        the benefit of Lessee.

      


      35.           
        Provided Lessee shall not then be in default of any of the terms and provisions
        hereof, Lessee shall have the option, to be exercised, if at all, by written
        notice to Lessor delivered to Lessor not later than December 1, 1995, to
        extend
        the term of this lease for an additional five (5) year period commencing
        June 1,
        1996. In the event that Lessee does so elect to extend said term hereof all
        of
        the terms and provisions of this lease shall apply to such extended term,
        except
        as follows:


      
        
          
          

        

        
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      a)           
        The base rent to be paid by Lessee to Lessor during such extended term shall
        be
        as follows:

      


      June
        1,
        1996 through and including May 31, 1997 - $6,077.50 per month.

      


      June
        1,
        1997 through and including May 31, 1998 - $6,350.99 per month.

      


      June
        1,
        1998 through and including May 31, 1999 - $6,636.78 per month.

      


      June
        1,
        1999 through and including May 31, 2000 - $6,935.44 per month.

      


      June
        1,
        2000 through and including May 31, 2001 - $7,247.53 per month.

      


      b)           
        On June 1, 1996 Lessee shall deliver to Lessor the sum of: $3,857.00 to be
        held
        by Lessor as additional security deposit pursuant to the terms and conditions
        of
        Paragraph 22 above.

      


      36.           
        During the term hereof Lessor shall be responsible, at Lessor's sole cost
        and
        expense, for the following:

      


      
        	
                 

              	
                a)

              	
                Maintenance
                  of the roof and exterior of the building of which the demised premises
                  are
                  a portion thereof. 

              


      

      


      
        	
                 

              	
                b)

              	
                Any
                  repair and maintenance required by the Village of Northbrook, Illinois
                  of
                  the parking lot fence located on the Property.


              


      

      


      
        	
                 

              	
                c)

              	
                Any
                  reasonably necessary repair or replacement of the paving in the
                  parking
                  lat and the underground sewer and water pipes located upon the
                  Property.
                  

              


      

      


      
        	
                 

              	
                d)

              	
                Any
                  reasonable necessary repair or replacement of the exterior walls
                  of the
                  building of which the demised premises are a portion thereof.
                  

              


      


      
        
          
          

        

        
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      Provided,
        however, if any such repair, replacement or maintenance is required as a
        result
        of the negligence or acts of the Lessee or its agents, servants, employees
        or
        invitees, same, and the cost and expense thereof, shall be the responsibility
        of
        the Lessee and not the Lessor.

      


      37.
        Lessor represents and warrants to the Lessee as follows; (a) as of the date
        of
        possession of the demised premises by Lessee the heating, ventilating and
        air
        conditioning system and all other utility systems servicing the demised premises
        shall be in proper working order and said heating, ventilating and air
        conditioning system shall maintain, in the office area of the demised premises,
        a constant interior temperature in the summertime of 75 degrees when the
        exterior temperature is at 98 degrees and a constant interior temperature
        of 70
        degrees in the wintertime when the exterior temperature is at 0 degrees;
        (b) to
        the best of Lessor's knowledge and belief no violation of any of the applicable
        ordinances and codes of the Village of Northbrook, Illinois currently exist
        upon
        the Property, and if any said violations do occur during the term hereof,
        or any
        extension thereof, which are not the result of the negligence or acts of
        the
        Lessee or its agents, servants, employees or invitees Lessor shall correct
        same
        with all due diligence and at Lessor's expense; and (c) to the best of Lessor's
        knowledge and belief no violation of any applicable environmental law, statute,
        ordinance or regulation exists upon the Property.

      


      38,
        During the term hereof and any extension hereof, Lessee shall maintain in
        full
        force and effect, at Lessee's expense, a preventive maintenance contract
        with a
        company of Lessee's selection, but subject to the prior written approval
        of.
        Lessor, for all of the heating, ventilating and air conditioning equipment
        and
        systems located upon the demised premises. Any repair or replacement of any
        part
        of the heating, ventilating and air conditioning system which reasonably
        costs
        in excess of $1,750.00 per unit per event shall be the responsibility of
        Lessor
        unless said repair or replacement is required because of the negligence or
        action of the Lessee or its agents, servants, employees or invitees, in which
        case said repair and replacement shall be the responsibility of Lessee at
        the
        cost and expense of Lessee, Any such repair or replacement which reasonably
        costs $1,750.00 per unit per event or less shall be the responsibility of
        the
        Lessee.

      


      39.           
        At all times during the term hereof or any extension of the term hereof Lessee
        shall have the exclusive right to utilize twenty-four (24) designated parking
        spaces upon the property of which the demised premises are a portion thereof.
        Said parking spaces shall be as assigned to Lessee by Lessor, but shall include
        one-half of the spaces along the east wall of the building of which the demised
        premises are a portion thereof, which one-half shall include the second three
        (3) spaces Located on the north east side of the building. Lessee shall have
        the
        right, at Lessee's sole cost and expense, to install identification markers
        for
        its said parking spaces, provided said markers are approved in writing by
        Lessor
        prior to such installation. Provided, however, Lessor shall have no
        responsibility to enforce Lessee's "exclusive" right to said parking
        spaces.


      
        
          
          

        

        
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      40.           
        At the time Lessee takes possession of the demised premises, Lessor shall
        take
        whatever action is reasonably necessary to explain to Lessee the operations
        of
        all systems located upon the demised premises and any other special features
        which are reasonably required for the normal operation of the demised
        premises.

      


      41.           
        In the event Lessor applies for and receives a reduction in the assessed
        valuation of the entire premises in which the demised premises are a portion
        thereof for the purpose of ad valorem real estate taxes levied during any
        portion of the term hereof, or any extension thereof, Lessee shall be entitled
        to fifty (50%) percent of the benefit of the said reduction, but shall
        immediately upon demand reimburse Lessor for fifty (50%) percent of the expenses
        of obtaining said reduction, unreasonable appraisal fees or attorneys fees,
        and,
        further, such attorneys' fees shall be contingent upon the obtaining of such
        reduction. Provided, however, if at any time while such reduction is still
        in effect, neither the Lessee nor its nominee is the lessee of the premises
        or
        has purchased the Property, Lessee shall be entitled to a pro-rata refund
        of any
        portion of such reimbursement attributable to that period, while such reduction
        is still in effect, after the Lessee or its nominee have ceased to be the
        lessee
        of the premises.

      


      42.           
        No consents or approvals required by either party hereto pursuant to the
        terms
        and provisions hereof shall be unreasonably withheld or delayed.

      


      43.           
        Each party hereto shall indemnify, defend and hold the other harmless from
        and
        against any penalty, damages or charges imposed for any violation of any
        law or
        ordinance on the demised premises caused by the negligence, action or omission
        of it, or its agents, invitees, employees, or successors and, further, shall
        indemnify, defend and hold the other harmless from and against any and all
        loss,
        cost, damage or expense arising out of or as a result of any occurrence on
        or
        about the demised premises causing injury to any person or property as a
        result
        of the negligence, action or omission of it or its agents, invitees, employees
        or successors,

      


      44.           
        The parties represent and warrant each to the other that the only real estate
        brokers or salespersons who have been involved in this transaction and are
        entitled to a commission as a result hereof arc Coldwell Banker and Baird
&
Warner. The commission due to the Lessor's broker, Coldwell Banker, shall
        be
        paid by Lessor and any amount due to Baird & Warner shall be paid out of
        said commission by Coldwell Banker.


      
        
          
          

        

        
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      45.           
        Notwithstanding anything set forth in Paragraph 9 above, any "For Sale" sign
        or
        "For Rent" sign installed upon the demised premises by Lessor shall be
        reasonable and shall not interfere with Lessee's business operations upon
        the
        demised premises. Further, so long as Lessee shall not be in default pursuant
        to
        any terms and provisions hereof, no "For Rent" sign pertaining to the demised
        premises shall be installed upon, the demised premises by Lessor prior to
        six
        (6) months before the scheduled expiration of the term hereof or any extension
        of the term hereof.

      


      46.           
        Notwithstanding anything set forth in Paragraph 13 above, no default by Lessee
        pursuant to the terms and provisions hereof shall be declared by Lessor unless
        and until Lessor has delivered to Lessee ten (10) days, as to monetary default,
        or thirty (30) days, as to non-monetary default, prior written notice of
        its
        intention to declare said default and Lessee has failed to cure said default
        within said notice period.

      


      47.           
        Lessor hereby grants to Lessee the option to purchase the Property at a price
        and on a closing date as hereinafter set forth:

      


      November
        30, 1993 - $1,287,500.00

      May
        31,
        1994 - $1,300,000.00

      May
        31,
        1995 - $1,325,000.00

      May
        31,
        1996 - $1,350,000.00

      


      Such
        option shall be exercised by Lessee, if at all, by delivering written notice
        to
        Lessor of such election to exercise not less than ninety (90) days prior
        to the
        closing date, but in no event earlier than one hundred twenty (120) days
        prior
        to the closing date. Between the date of the exercise of such option by Lessee
        and the closing date, this Lease shall remain in full force and effect. Said
        purchase of the Property by Lessee pursuant to the exercise of this option
        shall
        be in accordance with the following terms and provisions:


      
        
          
          

        

        
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            18
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      A.           
        The conveyance of the property to Lessee shall be subject to any lease, then
        currently in existence, pertaining to the balance of the property not included
        within the premises demised pursuant hereto.

      


      B.           
        At the time that Lessee serves notice upon Lessor of its election to exercise
        this option, Lessee shall also pay to Lessor the sum of $20,000.00 as part
        of
        the earnest money deposit pertaining to said purchase.

      


      C.           
        As soon as reasonably possible after its receipt of said notice of election
        to
        exercise this option, Lessor shall deliver to Lessee a copy of any such other
        lease.

      


      D.           
        From the date of its receipt of such other lease, Lessee shall have a period
        of
        three (3) working days thereafter to review such other lease and to conduct,
        at
        Lessee's sole cost and expense, a mechanical and structural inspection of
        the
        entire Property. If, as a result of said review and inspection Lessee elects
        to
        cancel its exercise of this option, it shall serve such notice upon Lessor
        prior
        to the expiration of said three (3) working day period. In the event Lessee
        fails to serve such notice of cancellation of said exercise of this option,
        in
        shall be considered to have waived its right to do so because of said review
        and
        inspection and to have approved such other lease and said inspection
        results.

      


      E.           
        If said exercise of this option is not so cancelled by Leasee as a result
        of
        said review and inspection, Lessor shall have twenty-one (21) days after
        the
        expiration of said three (3) working days period to have performed at Lessee's
        expense, and to deliver a report to Lessee of, a "Phase I" environmental
        audit
        of the Property. If said audit discloses any unpermitted conditions not caused
        by Lessee and Lessor notifies Lessee that it will, at Lessor's cost and expense,
        correct same, the exercise of this option shall remain in full force and
        effect
        and the transaction shall proceed to closing on the closing date. Lessor
        shall
        have a reasonable time, both before and, if necessary, after the closing
        date,
        to complete said correction. Provided, however, if this Lessee's proposed
        mortgagee will not proceed with the closing until said correction is completed,
        the closing date shall be delayed until such completion and during such delay
        this Lease shall remain in full force and effect. Provided, further, however,
        if
        the unpermitted conditions have been caused by Lessee, Lessor shall have
        no
        responsibility therefor and said unpermitted conditions shall not be a cause
        for
        Lessee to cancel or delay the closing date.


      
        
          
          

        

        
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            19
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      F.           
        If Lessor, at the time of delivery to Lessee of the report of said "Phase
        I"
        environmental audit, advises Lessee in writing that it will not correct any
        unpermitted conditions, Lessee shall have a period of seven (7) days after
        its
        receipt of said report fails to notify Lessor In writing that it has elected
        to
        cancel its exercise of this option. If Lessee, during said seven (7) day
        period,
        falls to notify Lessor of its election to so cancel or elects not to cancel
        said
        exercise of this option, the purchase of the Property by Lessee shall proceed
        to
        closing and Lessee shall accept the Property subject to the conditions disclosed
        by said "Phase I" environmental audit without any further liability or
        obligation of the Lessor pertaining thereto,

      


      G.           
        Unless, as a result of said "Phase I" environmental audit report and the
        above
        provisions pertaining thereto, Lessee has elected to cancel its exercise
        of this
        option, Lessee shall deliver to Lessor, as an additional earnest money deposit,
        the additional sum of $20,000.00 on whichever of the following dates is
        applicable:

      


      
        	
                 

              	
                1.

              	
                If
                  the said "Phase I" environmental audit report discloses no unpermitted
                  conditions, or if Lessor notifies Lessee that Lessor will correct
                  any
                  unpermitted conditions, not less than two (2) days after Lessee's
                  receipt
                  of said report or notice. 

              


      

      
        	
                 

              	
                2.

              	
                If
                  Lessor elects not to correct any such unpermitted conditions, but
                  Lessee fails to notify Lessor of its election to so cancel or elects
                  not
                  to cancel said exercise of this option, not later than the expiration
                  date
                  of the seven (7) day period referred to in subparagraph F above.
                  

              


      

      


      H.           
        In the event that Lessee does so elect to cancel said exercise of this option,
        pursuant to the provisions of sub-paragraphs D and F above, any earnest money
        deposit and all interest earned thereon shall be immediately refunded to
        Lessee,
        but all subsequent opportunities to exercise this option to purchase the
        Property as set forth herein shall be also terminated and of no further force
        and effect.


      
        
          
          

        

        
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            20
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      48.           
        If, at any time during the term hereof, Lessor receives, from a bonafide
        third
        party, an offer to purchase the Property which, Lessor elects to accept,
        Lessor
        shall give to Lessee notice thereof in writing. Lessee shall then have seven
        (7)
        days after its receipt of such notice within which to elect, by notice to
        the
        Lessor in writing, to purchase the Property pursuant to the same terms,
        conditions and price as are set forth in said bonafide third party offer,
        except
        that the purchase price to be paid by Lessee to Lessor shall be $1,262,500.00
        if
        Lessee receives said notice from Lessor of said offer on or before August
        31,
        1992 and $1,287,500.00 if Lessee receives said notice from Lessor of said
        offer
        between September 1, 1992 and November 30, 1993. If Lessee receives said
        notice
        from Lessor of said offer after November 30, 1993, the purchase price to
        be paid
        by Lessee to Lessor shall be the purchase price set forth in said offer.
        In the
        event Lessee does elect to purchase the Property pursuant to said bona fide
        third party offer, all terms and provisions of Paragraph 47 above shall be
        null
        and void and of no further force and effect. If Lessee, subsequent to such
        notice from Lessor of said bona fide third party offer, fails to so notify
        Lessor within said seven (7) days of its election to purchase or elects not
        to
        purchase the property, Lessor shall be permitted to sell the property pursuant
        thereto to said bona fide third party Purchaser and, if Lessor does so, and
        said
        transaction is closed, the option set forth in Paragraph 47 above shall be
        rendered null and void and of no further force and effect as of the expiration
        of said seven (7) day period referred to in this paragraph.


      
        
          
          

        

        
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      49.           
        Lessee and its agents, employees and invitees shall not store, use, generate,
        manufacture, release, dispose, or deposit any Hazardous Substances in or
        about
        the premises, unless same is done in full compliance with all applicable
        statutes, laws, ordinances, regulations, and rules of any applicable
        governmental body or agency and the policies and requirements of any insurance
        company insuring the Property or any part thereof. Lessor shall give Lessee
        prompt written notice of any claim by any person, entity, or governmental
        agency
        that a significant release or disposal of Hazardous Substances has occurred
        on
        the premises and shall forthwith remove, repair, clean up or detoxify any
        Hazardous Substances from the premises whether or not such actions are required
        by law. "Hazardous Substances" are defined as "Any substance or material
        defined
        or designated as hazardous or toxic waste, hazardous or toxic material,
        hazardous or other toxic substance, or other similar term, by any federal,
        state
        or local environmental statute, regulation, or ordinance presently in effect
        or
        that may be promulgated in the future, as such statutes, regulations and
        ordinances may be amended from time to time." Lessee shall indemnify, defend
        and
        hold Lessor harmless from and against any and all claims, demands, damages,
        losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings,
        and costs and expenses, including, but not limited to, reasonable attorneys'
        fees, arising directly or indirectly from or out of, or in any way connected
        with, the violation of the provisions of this paragraph by Lessee, including
        but
        not limited to (A) any loss of value of the Property as a result of the
        existence of such Hazardous Substance; (B) claims of third parities including
        but not limited to governmental agencies, for damages; penalties, response
        costs, and/or injunctive or other relief, and (C)

      costs
        of
        removal and restoration, including but not limited to, fees of. attorneys
        and
        experts and costs of reporting the existence of any Hazardous Substances
        to any
        governmental agency,

      


      50.
        Notwithstanding anything set forth in Paragraph 6 above to the contrary,
        Lessee
        shall not be liable to Lessor for any such damage unless same is caused by
        the
        acts, negligence or omission of Lessee or its agents, employees or invitees
        or
        by the failure of Lessee to perform in accordance with the terms and provisions
        hereof.

      


      51.
        Each
        individual executing this Agreement on behalf of a party hereto, represents
        and
        warrants that he has the full right, potter and authority to do so, is hereby
        binding, and intends to bind, the party ho represents to the terms and
        provisions hereof, and shall proceed to cause the said party to do all that
        which is required of it to perform in accordance with the terms and provisions
        hereof.

       

      52.
        Lessee shall be permitted to record a Memorandum of this Lease, provided:
        (A)
        same does not disclose any of the financial terms of this Lease or any of
        options contained herein; (B) said Memorandum is reasonably approved by Lessor;
        and


      
        
          
          

        

        
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            -

          
            

          

        

        
          
          

        

      


      (C)
        said
        Memorandum is executed prior to recordation by both parties hereto.

       

      53.
        If at
        any time during the term hereof, or any extension hereof, the lease currently
        in
        effect pertaining to the East 1/2 of the Property is terminated and Lessor
        receives, from a bona fide third party, an offer to lease the said East 1/2
        of
        the Property which Lessor elects to accept, Lessor shall give Lessee notice
        thereof in writing.  Lessee shall then have seven (7) days after its
        receipt of such notice within which to elect, by notice to the Lessor in
        writing, to lease the said East 1/2 of the Property pursuant to the same
        terms,
        conditions and rental as are set forth in said bona fide third party offer.
        Provided, however, if Lessee elects not to so lease said East 1/2 of the
        Property, pursuant to said notice from Lessor of said bona fide third party
        offer, this right of first refusal granted to Lessee pursuant to this Paragraph
        shall terminate and be of no further force and effect. In such event, Lessor
        shall have the right to lease the said East 1/2 of the Property to said bona
        fide third party upon the terms and conditions set forth in said bona fide
        third
        party offer, or to lease the said East 1/2 of the Property to any other bona
        fide third party, whether at that time or at any future time, on the same
        terms
        and conditions or on any other terns and conditions.

       

      54.
        This
        Lease, and the liabilities and obligations of the parties pursuant hereto,
        are
        contingent upon the satisfaction, on or before the dates specified herein,
        of
        the following conditions precedent:

      


      A.           
        The approval by the Lessee of the lease currently in effect as of the date
        hereof of the East 1/2 of the Property, if the Lessee notifies the Lessor
        in
        writing within three (3) days after the date hereof that said lease is not
        acceptable to the Lessee, this Lease shall be rendered null and void and
        any
        security deposit previously deposited by the Lessee with the Lessor, and
        Lessee's share of any interest earned thereon pursuant to Paragraph 22 above,
        shall be immediately returned to the Lessee. If the Lessee fails to so notify
        the Lessor in writing within that time of its disapproval, said lease shall
        be
        considered as having been approved by the Lessee and this Lease shall continue
        in full force and effect.

      


      B.           
        The approval by the Lessee of an inspection report as to the condition of
        the
        Property executed by an inspector or engineer of Lessee's choice and at Lessee's
        sole cost and expense. If the Lessee fails to notify the Lessor in writing
        within ten (10) days after the date hereof that said report is not acceptable
        to
        it, said report shall be considered as having been approved by Lessee and
        this
        Lease shall continue in full force and effect. However, if the Lessee does
        so
        notify

      
      


      
        
          
          

        

        
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            23
            -

          
            

          

        

        
          
          

        

      


      
        


      

      the
        Lessor In writing within that time that said report is unacceptable to it,
        then
        Lessor shall have the right, within its sole discretion, to elect by written
        notice thereof to the Lessee, to either correct the defective conditions
        indicated in said report or to refuse to do so. If Lessor elects to refuse
        to
        correct said defective conditions, this Lease shall be rendered null and
        void
        and any security deposit previously deposited with the Lessor by the Lessee
        shall be immediately returned to the Lessee, unless Lessee elect to waive
        the
        correction of said defective conditions by notice thereof in writing to Lessor
        within three (3) days after receipt of Lessor's notice, in which latter event
        this Lease shall continue in full force and effect.  If Lessor elects
        to correct said defective conditions, it shall do so with all due diligence
        within a reasonable time and shall complete same on or before the date scheduled
        for the commencement of the term hereof. Provided, however, if said defective
        conditions can not be reasonably corrected on or before the date scheduled
        for
        the commencement of the term hereof, the term hereof shall commence on said
        scheduled date unless said defective conditions will materially interfere
        with
        Lessee's business operations to be conducted upon the premises, in which
        latter
        event the date scheduled for the commencement of the term hereof and the
        commencement of the payment of rent pursuant hereto shall be postponed until
        the
        completion of the correction of said defective conditions.  If,
        pursuant to the above provisions, said defective conditions have not been
        completed on or before the date scheduled for the commencement of the term
        hereof, but said term commences on said date, Lessor shall proceed to correct
        said defective conditions with all due diligence. Provided, however if they
        are
        not so corrected on or before August 31, 1991, Lessee shall have the right,
        to
        be exercised, if at all, by written notice thereof to Lessor on or before
        September 1, 1991 to terminate this Lease, thereby rendering same null and
        void
        without further liability by either party hereto to the other, except that
        any
        security deposit previously deposited by Lessee with Lessor, and Lessee's
        share
        of any interest earned thereon pursuant to Paragraph, 22 above, shall be
        immediately returned to Lessee.

      


      C.
        The
        approval by the Lessor of the Lessee's plans and specifications for alterations,
        as referred to in Paragraph 32 above, within ten (10) days after the submission
        of same to Lessor by Lessee, which submission shall occur not later than
        ten
        (10) days after the date hereof. If the Lessor fails to notify the Lessee
        within
        said period of its disapproval of said plans and specifications, said plans
        and
        specifications shall be considered as having been approved by Lessor. However,
        if the Lessor does so notify the Lessee of its disapproval, then Lessee shall
        modify same and Lessor and Lessee shall cooperate each with the other and
        use
        all best efforts and due diligence to resolve any differences pertaining
        thereto
        prior to the scheduled commencement date of the tern hereof, so that said
        approval of Lessor can be granted prior to said commencement
        date.


      
        
          
          

        

        
          -
            24
            -

          
            

          

        

        
          
          

        

      


      


      D.
        The
        approval by the Lessee within twenty-one (21) days after the date hereof
        of a
        "Phase I" environmental audit of the Property, which audit shall be obtained
        by
        the Lessee at the sole cost and expense of Lessee. If the Lessee fails to
        notify
        the Lessor in writing within that period that said audit is not acceptable
        to
        it, said audit shall be considered as having been approved by Lessee and
        this
        Lease shall continue in full force and effect. However, if the Lessee does
        so
        notify the Lessor in writing within that time that said audit is unacceptable
        to
        it then all of the terms and provisions of Subparagraph B of this Paragraph
        54
        with regard to the correction or non-correction of the defective conditions
        referred to in the inspection report shall also apply to the correction or
        the
        non-correction of the defective conditions referred to in the said environmental
        audit.

      


      55.
        Lessee shall indemnify, defend and hold Lessor harmless from any and all
        damage
        or injury to person or property resulting from the inspection and environmental
        audit referred to in Paragraph 54 above unless said damage
        or
        injury is proximately caused by the Lessor or the Lessor's agents, employees,
        or
        invitees,

      


      56.
        Vacant possession of the premises shall be delivered by the Lessor to the
        Lessee
        on the date of the commencement of the term hereof. At the time of the delivery
        of said vacant possession to the Lessee, all debris, abnormal dust, and rubbish
        shall have been removed from the premises by the Lessor.

      


      


      
        	
                POOLS
                  PRESS, INC., Lessee

              	 	
                HIGH
                  TECH PARTNERS, AN ILLINOIS UNITED PARTNERSHIP, AS BENEFICIARY OP
                  GLENVIEW
                  STATE BANK T/U/T #961, Lessor

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	
                /s/Val
                  Sampson

              	 	
                By:

              	
                /s/