INDUSTRIAL BUILDING LEASE


BETWEEN

LASALLE NATIONAL TRUST, N.A.
AS TRUSTEE UNDER TRUST NUMBER 120358, LESSOR


and


CELEX GROUP, INC., LESSEE



DATED:  July 8, 1996


INDEX TO COVENANTS AND CONDITIONS
OF
INDUSTRIAL BUILDING LEASE

	Page

I.	Description of Leased Premises and Term                                 
	l

II.	Signature Page                                                          
	2


Paragraph

1.	Term                                                                    
	3

2.	Base Rent                                                              	  
3

3.	Use                                                                     
	4

4.	Condition and Upkeep of Lease Premises                       	5

5.    	Possession                                                              
	8

6.    	Warranties; Lessor's Completion                           	8

7.    	Parking Area                                                          
	9

8.    	Taxes and Utility Charges                                     	9

9.    	Alterations and Additions                                      	10

10.  	Casualty                                                               	10

11.   	Insurance                                                              
	11

12.   	Holding Over                                                        
	12

13.   	Reserves and Security                                           	13

14.   	Protest and Claim                                                      
	14

15.   	Real Estate Litigation                                                 
	15

16.   	Lien Litigation                                                        
	16

17.   	Condemnation	17



i

Paragraph                                                                  
	Page

18.   	Warranty of Quiet Enjoyment                                   	17

19.   	Indemnification                                                        
	18

20.   	Assignment or Subletting                                               
	19

21.   	Defaults and Remedies                                                  
	20

22.   	Lessor's Lien                                                          
	21

23.   	Abandonment or Reletting                                     	21

24.   	Subordination of Interest                                        	21

25.   	Signs                                                                  
	22

26.   	Estoppel Certificate                                           	22

27.   	Access                                                                 
	22

28.   	Construction of Improvements                           	23

29.   	Notices                                                                
	26

30.   	Renewal Options                                                 	26

31.   	Acquisition of Land                                             	27

32.   	Expansion and Occupancy During Expansion     	28

33.   	Warrant of Authority                                            	29

34.   	Governing Law                                                     
	29

35.   	Amendments                                                         
	29

36.   	Recordation                                                           
	29

37.   	Lessor's Title                                                         
	30

38.   	Captions                                                               
	30





ii.


Paragraph                                                                  
	Page

39.   	Brokerage                                                              
	30

40.   	Limitation of Lessor's Liability                              	30

41.   	Invalidity of Particular Provisions                          	31

42.   	Financial Statements                                                   
	31

43.   	Exculpatory Clause                                                     
	31

44.   	Obligations for 3810 Stem Lease                                  	31

45.   	Temporary Space                                                        
	32


ATTACHMENTS

      Exhibit A
      Exhibit B
      Exhibit B-1
      Exhibit C
























iii.

INDUSTRIAL BUILDING LEASE


LESSOR	LESSEE

LaSalle National Trust, N.A.	Celex Group, Inc.
as Trustee under Trust dated	919 Springer Drive
July 3, 1996, and known as	Lombard, Illinois  60148
Trust No. 120358
135 S. LaSalle Street
Chicago, Illinois  60603

LEASED PREMISES

	In consideration of the rents and covenants herein stipulated to be paid 
and 
performed, and upon the terms and conditions hereinafter specified, Lessor 
hereby 
demises and leases to Lessee, and Lessee hereby demises and leases from Lessor, 
for the respective term hereinafter described, the entire Building to be 
constructed 
and the property located at Lots 5 and 19, White Oak Business Park, Aurora, 
Illinois and legally described in Exhibit A attached hereto, which lots consist 
of 
approximately eight (8) acres, as depicted on the Site Plan prepared by Harris 
Architects, dated June 19, 1996 (attached hereto as Exhibit B). The real estate 
legally described and the building and any other improvements located thereon 
are sometimes referred to herein as the "Leased Premises", which is commonly 
referred to as: __________________________________ Aurora, Illinois, 
consisting of a building to be constructed of approximately 130,000 square 
feet,as described on the Site Plan, attached hereto and made a part hereof 
as Exhibit B.

	This is a net Lease for an initial term of twelve (12) years and no months 
commencing at 12:01 a.m., on the later of (i) the first day of April , 1997, or 
(ii) 
the date that the Leased Premises are "Substantially Completed" (as provided 
herein) and are ready for occupancy, which shall be herein referred to as 
"Commencement Date".

	The Leased Premises are demised and leased subject to the terms and 
conditions contained in the LEASE COVENANTS AND CONDITIONS 
consisting of 32 pages numbered 3-32 and Lease Exhibits A, B, B-l and C, 
attached hereto.

	IN WITNESS WHEREOF, Lessor and Lessee have for themselves, their 
successors and assigns, executed this Lease on the 3rd day of July, 1996, 
(incorporating therein all of the terms and conditions contained in said LEASE 
COVENANTS AND CONDITIONS) by the officers of the respective parties 
pursuant to Corporate authority first had and obtained. (Executed in 
quadruplicate.)

LESSOR	LESSEE

LaSalle National Trust, N.A.              	Celex Group, Inc.
as Trustee under Trust dated              	919 Springer Drive
July 3, 1996 and known as                 	Lombard, Illinois 60148
Trust No. 120358    and not personally  
135 S. LaSalle Street
Chicago, Illinois   60603


By:		 	By: /s/  James M. Beltrame	

Title:      Vice President            		Title:           President



Attest:                                		Attest:

     			    /s/  Timothy C. Dillon	
                             Secretary                                        
Secretary

LEASE COVENANTS AND CONDITIONS

DATE OF LEASE                     TERM                                SECURITY 
DEPOSIT

July 8, 1996                         Twelve (12) Years	       $175,500 (See 
Paragraph 13.
                                                                               
herein)


1.	TERM.  Subject to the terms, covenants, agreements and 
conditions contained herein, Lessee shall have and hold the Leased Premises for 
a 
term of twelve (12) years commencing on the later of (i) the 1st day of April, 
1997, or (ii) the date the Leased Premises, have been "Substantially Completed" 
and are ready for occupancy as provided herein ("Commencement Date").
		If the effective date of this Lease shall be a day other than the 
first 
day of a calendar month, then the term of this Lease shall be deemed extended
 by 
the number of days between the effective date of this Lease and the first day of
the first calendar month following the effective date of this Lease, so that 
the term of this Lease shall expire Twelve (12) years after such first day of
 the first 
calendar month following the effective date of this Lease.  In such case, the 
Lessee shall pay pro-rata rent, in advance, for the period from the effective 
date of 
this Lease to the first day of the following calendar month.  On and after the 
first 
day of such following calendar month, the Lessee shall pay the rent provided in 
this Lease.

2.	BASE RENT.  Lessee covenants to pay to Lessor, during the term 
of this Lease, in equal monthly installments on or before the first day of each 
month in advance, and without any deductions or set off whatsoever, except as 
otherwise expressly provided herein, and to pay the same to Lessor, c/o Thomas 
D. Grusecki, 5060 River Road, Schiller Park, Illinois, 60176 or at such other 
place 
or to such other person as Lessor or his agent may designate to Lessee in 
writing, 
in lawful money of the United States of America.


		Payments shall be as follows:
<TABLE>
<CAPTION>
	Years	Annual Payments 	Monthly 
Payments

<S>		<C>		<C>
April 1, 1997 - March 31, 1998	$	702,000.00	$	58,500.00
April 1, 1998 - March 31, 1999		702,000.00		58,500.00
April 1, 1999 - March 31, 2000		702,000.00		58,500.00
April 1, 2000 - March 31, 2001		741,000.00		61,750.00
April 1, 2001 - March 31, 2002		759,200.00		63,266.66
April 1, 2002 - March 31, 2003		777,400.00		64,783.33
April 1, 2003 - March 31, 2004		796,900.00		66,408.33
April 1, 2004 - March 31, 2005		817,700.00		68,141.66
April 1, 2005 - March 31, 2006		837,200.00		69,766.66
April 1, 2006 - March 31, 2007		858,000.00		71,500.00
April 1, 2007 - March 31, 2008		880,100.00		73,341.66
April 1, 2008 - March 31, 2009		902,200.00		75,183.33
</TABLE>

	This covenant to pay rent shall be independent of all other covenants in 
this Lease, Notwithstanding the foregoing, Lessee's obligation to pay rent 
shall commence July 1, 1997, and the Base Rent for April, May and June of 
1997 shall be abated.

3.	USE.  The Leased Premises shall be used by Lessee exclusively for 
the following purposes:  office, warehouse and light industrial purposes 
and for uses incidental or related thereto.

	Lessee shall not:

(dd) commit, suffer or permit waste or damage to the Leased Premises, 
ordinary wear and tear excepted, or deface or permit the 
defacement of any part thereof;

(dd) permit the accumulation of waste or refuse on or about the Leased 
Premises;

(dd) overload the floors of buildings on the Leased Premises;

(dd) cause any lien to attach against the Leased Premises;

(dd) suffer or commit any act in or about the Leased Premises which 
will increase the rate of insurance thereon;

(dd) suffer or commit any act that may send to or actually injure the 
good reputation of Lessor and the Leased Premises;

(dd) keep or use on the Leased Premises any inflammable or explosive 
materials or liquid except as may be necessary for use in the 
business of the Lessee, and in such case such substances shall be 
delivered, and stored in amount and used subject to normal and 
reasonable standards of care by Lessee;

(dd) permit hazardous materials (as hereinafter defined) to be 
generated, released, stored, buried or deposited over, beneath, in or 
on the Leased Premises from any source whatsoever.  In addition 
no hazardous materials will be generated, stored, buried or 
deposited over, beneath, in or on any adjacent real estate or in any 
structure located thereon.  For purposes of this Industrial Building 
Lease, hazardous materials shall mean and include any hazardous, 
toxic or dangerous waste, substance or material defined as such in 
or for purposes of the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 (42 USC Section 9601 et 
seq.), the Resource Conservation and Recovery Act (42 USC 
Section 6903 et seq.), or any other federal, state, or local statute, 
law, ordinance code, rule regulation, order or decree relating to or 
imposing liability or standards of conduct concerning any 
hazardous, toxic or dangerous waste, substance or material that is 
now or at any time hereafter in effect.

Lessee shall be liable to Lessor for all direct and consequential damages 
resulting from violation of any provision of this paragraph 3.
	Lessee represents that the only types and kinds of materials to be 
warehoused in the Leased Premises and the hazardous materials generated by 
Lessee all in accordance with applicable Codes are as set forth on Exhibit C 
attached hereto and made a part hereof.  The Lessee represents the true and 
correct fire class of each type of warehoused material and the classification
 of materials generated is set forth on Exhibit C.

	4.	CONDITION AND UPKEEP OF LEASED PREMISES.  No 
representations, except as are contained herein, have been made to Lessee 
respecting the condition of the Leased Premises.  Lessee's use and occupancy 
shall comply with all applicable laws, ordinances and regulations which relate 
to 
the Leased Premises.
Lessee's taking possession of the Leased Premises (as per paragraph 28 
below shall be conclusive evidence that the Leased Premises were Substantially 
Completed (as that term is defined in paragraph 28 below) and in good order and 
repair when Lessee took possession, except for those items, if any, needing to 
be 
repaired or completed ("Punch List Items") and detailed in a written punch list 
executed by Lessor and Lessee ("Punch List") prior to delivery of possession to 
Lessee; provided, however, that nothing contained in the foregoing provisions
of this paragraph or elsewhere in this Lease shall be deemed or construed to 
limit or otherwise adversely affect Lessee's right as against Northern 
Builders, Inc. ("Northern Builders"), Lessor's general contractor for 
purposes of constructing the Improvements (as that term is hereinafter 
defined), or any other contractor or subcontractor employed by Northern 
Builders in the construction of the Leased Premises on account of latent 
defects or other defects covered by the separate warranty included in the 
Construction Completion and Warranty Agreement delivered by Northern Builders
to Lessee concurrently herewith ("Construction Agreement") or delivered by 
any other contractor or subcontractor in connection with the construction.  
Lessee shall, at its cost and expense, keep the Leased Premises, including 
the roof (except as otherwise provided in paragraph 28 below), walls, 
structural parts and parking areas, properly maintained and in good 
repair, including, but not limited to, painting when necessary all interior and 
exterior items including but not limited to partitioning, trim, sashes, frames 
and metal items; replacing all broken glass with glass of the same size and 
quality; and replacing when necessary mechanical components and systems in 
and about the Leased Premises; and will keep the Leased Premises in good 
repair and in a clean and healthful condition according to all applicable 
laws and ordinances at the direction of proper public officers, during the 
term of this Lease at Lessee's 
expense; and will remove snow and ice from the roof of the Leased Premises 
without injury thereto, from the parking areas included in this Lease, and from 
the 
sidewalks abutting the Leased Premises and upon termination of this Lease, in 
any way, will yield up the Leased Premises to Lessor in good condition and 
repair 
except for ordinary wear and obsolescence and deliver the keys therefor at the 
place of payment of rent.
	Nothing contained in the foregoing provisions of this paragraph 4 
however, shall be deemed or construed as making Lessee responsible or liable 
for any negligence in or latent defects arising out of the construction of the 
Leased Premises, nor for any repairs covered by any warranties required to 
be delivered 
or provided in connection with the construction of the Leased Premises.
	If any dispute arises as between Lessor and Lessee with respect to whether 
a repair is covered by any such warranty or constitutes a latent defect 
existing at the time of taking of possession of the Leased Premises, such 
determination shall 
be made by an independent architect or engineer selected by the parties, which 
determination shall be final and the cost of such architect's or engineer's 
services 
shall be paid by the party responsible for such repairs based on such 
architect's or 
engineer's determination.
	All damages or injury to the Leased Premises and to its fixtures, 
appurtenances and equipment caused by Lessee moving property in or out of the 
building or by installation or removal of furniture, fixtures or other 
property, or resulting from operation of air conditioning unit(s) or 
ventilating system(s), 
short 
circuits, flow or leakage of water, steam, illuminating gas, sewerage or odors 
or 
by frost or by bursting or leaking of pipes or plumbing works or gas, or from 
any other kind or nature whatsoever due to carelessness, omission, neglect, 
improper conduct or other cause of Lessee, its servants, employees, agents, 
visitors or licenses shall be repaired, restored or replaced promptly by Lessee 
at its sole 
cost 
and expense to the reasonable satisfaction of Lessor.
	All of the repairs, restorations or replacements required to be made by 
Lessee pursuant to this paragraph 4 shall be in quality and type equal to the 
original work or installations.  If Lessee fails to make such repairs, 
restorations, or 
replacements within a reasonable time, then upon written notice to Lessee, the 
same may be made by Lessor at the expense of Lessee and the cost thereof 
incurred by Lessor shall be collectible as additional rent and shall be paid by 
Lessee within thirty (30) days after rendition of a bill or statement therefor.
Lessee shall not place a load upon any floor of the Leased Premises 
exceeding the floor load per square foot which such floor was designed to 
carry, 
which floor load the parties shall agree to in connection with the approval of 
the 
Approved Plans and Specifications (as that term is defined in paragraph 28 
(below).  No vehicles other than automobiles shall be allowed on the car 
parking lot other than trucks and other delivery vehicles temporarily parked 
thereon or 
trucks and other delivery or similar vehicles temporarily there for loading or 
unloading purposes.
At any time after Substantial Completion of the Leased Premises and 
delivery of possession to Lessee, Lessor may enter the Leased Premises to 
complete any items and other repairs included on the Punch List or that 
otherwise 
are the obligation of Lessor under this Lease.  In such event, there shall 
be no 
allowance to Lessee for a diminution to rental value and no liability on the 
part of 
Lessor by reason of inconvenience or annoyance arising from the making of any 
such repairs, alterations, additions or improvements in or to any portion of 
the 
building or Leased Premises, or in or to fixtures, appurtenances, or equipment 
thereof; provided, however, that Lessor shall use all reasonable and diligent 
efforts to avoid interfering with Lessee's operation of its business in the 
Leased 
Premises and shall provide to Lessee advance notice, except in the case of an 
emergency, of the schedule for any such work. To the extent Lessee fails to 
make any repairs, alterations, additions or improvements in or to the Leased 
Premises that are the responsibility of the Lessee hereunder, Lessor may 
enter the Leased Premises to complete and make such repairs, alterations, 
additions or improvements.

      	5.    POSSESSION. Lessee shall be given possession of the Leased 
Premises upon Substantial Completion of Lessor's construction per paragraph 28 
below, and at that time Lessee shall commence payment of Impositions, real 
estate taxes, insurance premiums, expenses and Utilities (hereinafter defined) 
as 
provided herein; Monthly Base Rent shall commence as set forth in Paragraph 2. 
above.

      	6.    WARRANTIES: LESSOR'S CONSTRUCTION. Lessor warrants that 
all of the Improvements to the Leased Premises shall be constructed of first-
class, 
new materials and in a good and workmanlike manner and in accordance with the 
Approved Plans and Specifications therefor; that the building and all other 
improvements to be constructed on the Leased Premises by Lessor (including 
parking facilities and landscaping) and the heating, water, plumbing, air 
conditioning and installation, and electrical equipment, components and systems 
installed therein by Lessor in accordance with the Approved Plans and 
Specifications (all of which as described above and as more specifically 
identified 
in paragraph 28 below are sometimes herein collectively referred to as the 
"Improvements") shall be in good working order at the time possession is 
delivered to Lessee.  Lessor further warrants that at the time Lessee takes 
possession hereunder, the Improvements will conform to all applicable state, 
county and municipal building and zoning laws and ordinances, subject only to 
the Punch List Items disclosed in the Punch List, which Lessor shall promptly 
complete or cause to be completed in accordance with the provisions of 
Paragraph 28 below. Delivery of a certificate of occupancy shall be evidence 
of Lessor's conformance with its obligations under this paragraph 6.

7.     PARKING AREA. The Lessee shall have the use during the term of 
this Lease of all of the parking spaces on the Leased Premises.

8.     TAXES AND UTILITY CHARGES. Lessee agrees to pay promptly 
when due as additional rent hereunder, all real estate taxes, special 
assessments or governmental impositions and charges of every kind and nature
 levied or assessed on the Leased Premises or any part thereof. Lessee shall 
pay all utility charges to the Leased Premises which include, but are not 
limited to, charges and assessments for water, gas, fuel, electric, and 
refuse disposal services and one-half 
of one percent (1/2%) management fee for each calendar year falling within the 
term, except that the amount of any general real estate taxes and assessments 
applicable to calendar year which was only partially within the term shall be 
pro-
rated and borne by the respective parties in the proportions that the period 
of each party's possession during said calendar years bears to the entire 
calendar year. Lessor shall notify Lessee of the time and place payment to 
the relevant government authorities is required.
    	Lessee shall pay, as additional rent, the annual installment of any public 
improvement assessment required to be paid during the term hereof (with 
fractional years to be equitably prorated) as of the due date of the payment 
for such assessment. Lessor shall furnish Lessee with bills therefor and shall 
notify 
Lessee of the time and place payment to the relevant government authorities is 
required. At the end of the lease term (or as such term is extended) the 
Lessee's 
said responsibility with respect to final payment for public improvements shall 
be 
calculated and within twenty (20) days thereafter Lessee or Lessor, as may be 
appropriate, shall remit all amounts due one to the other.
    	Nothing herein contained shall be construed to require Lessee to pay any 
franchise, inheritance, estate, succession or transfer tax of Lessor or any 
income 
or excess profits tax assessed upon or in respect of any income of Lessor or 
chargeable to or required to be paid by Lessor unless such tax shall be 
specifically 
levied against the income of Lessor derived from the rent by this Lease 
reserved, 
expressly and as and for a specific substitute for the real estate taxes, in 
whole or 
in part, upon the Leased Premises in which event said rent shall be considered 
as 
the sole income of Lessor.

	9.    ALTERATIONS AND ADDITIONS. Except as permitted herein, 
Lessee shall make no alterations or additions to or upon the Leased Premises or 
any part thereof, including but not limited to any alterations, repairs, or 
renovations affecting the structure of the Leased Premises, or the electrical, 
HVAC, or plumbing systems, except as contemplated in this Lease, without 
Lessor's prior written consent, which consent shall not be unreasonably 
withheld or delayed and which shall conclusively define the nature and 
extent of such alterations and additions, and all such alterations and 
additions shall be free of 
mechanic's lien claims. Notwithstanding the foregoing, Lessee may, without 
Lessor's prior consent, make minor, non-structural building repairs, 
alterations, or 
renovations to the Leased Premises. Lessee shall, in all instances, provide 
Lessor 
with plans, drawings and specifications showing repairs, alterations, or 
renovations to the Leased Premises, prior to commencing work. All alterations 
and additions made by Lessee, and all fixtures (except trade fixtures, 
manufacturing and supplemental lighting fixtures equipment) installed by Lessee 
in and about the Leased Premises shall, unless otherwise elected by Lessor, at 
the 
termination of this Lease by lapse of time or otherwise, and without cost to 
Lessor, remain on the Leased Premises as the property of Lessor. If Lessor 
shall prior to thirty (30) days before the termination of this Lease elect 
in writing not to retain such alterations, additions, and fixtures, or any 
portions thereof, then 
and 
only then, Lessee shall, at its cost and expense, and without damaging the 
Leased 
Premises, remove or cause to be removed those portions of alterations, 
additions, and fixtures, so elected by Lessor to be removed. Such removal 
is to be complete 
upon the termination of this Lease.
Any trade fixtures and manufacturing equipment attached to the Leased 
Premises by and at the expense of Lessee shall remain the property of 
Lessee and 
Lessor agrees that Lessee shall have the right at any time and from time to 
time, 
provided it not then be in default hereunder, to remove any and all of such 
trade 
fixtures and equipment which it may have attached to the Leased Premises, 
provided, however, in such event Lessee shall restore the Leased Premises 
to the 
same condition in which they were at the time Lessee took possession, loss by 
ordinary wear and tear, fire and other casualty not caused by Lessee, its 
agents, or 
employees excepted. 

10.   CASUALTY. In the event the Leased Premises are damaged by fire, 
explosion, or other casualty or occurrence to the extent of twenty-five percent 
(25%) or less of the replacement value of the Leased Premises, the damage shall 
be promptly repaired by Lessor at Lessor's expense.  In the event of any such 
damage in which the Leased Premises shall be damaged to the extent of more than 
twenty-five percent (25%) of the replacement value, Lessor may elect to repair 
or 
rebuild the Leased Premises or to terminate this Lease upon giving notice of 
such 
election in writing to Lessee within sixty (60) days of the happening of the 
event 
causing the damage. In the event the proceeds of insurance are insufficient to 
pay 
the cost of any such repair or rebuilding, Lessee shall promptly pay Lessor the 
amount of such insufficiency. If the casualty or the repairing or rebuilding 
shall 
render the Leased Premises unusable by the Lessee in whole or in part, a 
proportionate abatement of the Base Rent and any additional rent shall be 
allowed 
from the date when the damage occurred until the date when the Leased Premises 
can be made tenantable, or until the effective date of termination as herein 
provided, said abatement to be computed on the basis of the relation which the 
square foot area of the space rendered untenantable bears to the aggregate 
square 
foot area of the Leased Premises. Notwithstanding the foregoing, rent shall 
abate 
only to the extent of rent insurance proceeds paid to Lessor as provided in 
paragraph 11 below.

     	11.   INSURANCE. Lessee shall, at its cost and expense, procure and 
maintain in full force and effect, the following insurance with respect of the 
Leased Premises, issued by insurance companies satisfactory to Lessor all of 
which insurance shall be issued in the name of Lessor and Lessee and with loss 
payable clauses thereof in favor of Lessor or Lessee as their interests may 
appear, 
and shall contain a standard mortgagee loss payable clause. 

(dd) Insurance against loss by fire and all other casualties by standard 
fire extended coverage (especially, but not exclusively covering loss or 
damage by windstorm, hail, explosion, riot, civil commotion, or 
damage from aircraft or vehicles and smoke damage) with standard 
vandalism and malicious mischief riders, and endorsement for one 
year's rent (including expenses) loss insurance covering losses due to 
casualty in responsible insurance companies for the full replacement 
value of the improvements of which the Leased Premises are a part. 
Lessor shall be compensated for the loss of abated rent by having the 
proceeds of rent insurance paid to the Lessor, which-rent insurance 
will be procured by the Lessee at the Lessee's expense. All policies of 
insurance shall waive subrogation against Lessor and Lessee and shall 
remain with Lessor and shall be issued in the name of Lessor, with a 
loss payable clause in favor of Lessor and with a deductible of no 
more than $10,000.00.  Lessor and Lessee waive and release any 
claims against each other for losses due to fire or other casualty, or 
other perils insured by standard policies for extended coverage, 
vandalism, and malicious mischief. Lessor reserves the right to have a 
standard non-contributory mortgage clause in said policy.

(dd) Boiler Explosion Liability insurance in such amount or amounts as 
the Lessor may from time to time reasonably require if any pressure 
vessels are now or hereafter situated on the Leased Premises;

(dd) General Public Liability or Owner, Landlord and Tenant Liability 
insurance, naming Lessor and Lessor's Lender, if any, as an additional 
insured, with minimum limits of $3,000,000.00 for injury or death to 
any one person, $3,000,000.00 for injury to more than one person 
resulting from the same occurrence and $1,000,000.00 for damage to 
property;

      	Lessee shall be responsible for reimbursing Lessor for the 
deductible 
portions of the policy, to be provided by Lessee, it being the agreement of the 
parties that the Lessor be fully covered for all amounts, including any 
deductible.
If Lessee fails or refuses to comply with its requirement of this Paragraph 
11, to furnish insurance, then Lessor may obtain and maintain such insurance 
required to be maintained by this Lease without waiving any of Lessor's rights 
under this Lease and Lessor's damages for Lessee's failure or refusal shall not 
be 
limited to the amount of the insurance premiums which the Lessee has failed to 
pay. Sums advanced by Lessor, or its agent, for premiums together with interest 
thereon at the current prime rate of interest charged by LaSalle Northwest 
National Bank of Chicago shall be deemed additional rent payable on demand. If 
Lessee is not in default upon the termination of this Lease, Lessee shall then 
be 
entitled to a refund of the then unearned insurance premiums, if any. All 
insurance policies shall provide that the insurance companies issuing them 
shall not cancel them for nonpayment of premiums or otherwise without first 
giving the Lessee and Lessor at least thirty (30) days prior written notice of 
cancellation.

      	12.   HOLDING OVER. Upon the termination of this Lease, Lessee shall 
promptly surrender possession of the Leased Premises to Lessor or its agent. If 
such possession is not immediately surrendered, Lessor may forthwith re-enter 
the 
Leased Premises and repossess itself thereof and remove all persons and effects 
therefrom at Lessee's expense, using such force as may be necessary without 
being deemed guilty of any manner of trespass or forcible entry or detainer. 
Property that is not removed from the Leased Premises upon the termination of 
the Lease shall be conclusively presumed to have been abandoned and the title 
thereto shall pass to Lessor and its beneficiaries without cost. If Lessee 
fails to 
surrender the Leased Premises as aforesaid, Lessee shall pay rent on a daily 
basis 
as liquidated damages for the whole time such surrender is delayed beyond the 
terms of the Lease, a sum equal to nine percent (9%) of Monthly Base Rent and 
real estate taxes and shall continue to pay special assessments, insurance 
premiums and costs of repair as set forth, nor shall any other act by Lessor 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 conditions or covenants herein. 

      	13.   RESERVES AND SECURITY. In addition to the Monthly Base Rent 
for the Lease term or any extension thereof, the Lessee shall pay Lessor 
monthly, 
an additional sum to create and maintain a reserve for the payment of taxes, 
assessments, insurance premiums and other like charges upon the Leased 
Premises, equivalent to one-twelfth (1/12) of the annual amount of such 
items as reasonably determined by Lessor; no interest shall be paid on such 
reserve. 
   	Concurrently with the execution of this Lease, Lessee has deposited with 
Lessor one-third (1/3) of the amount of Security Deposit set forth at page 3 of 
the 
Lease, in the nature of a cash deposit, as security for the performance by 
Lessee 
of all of the covenants and conditions required to be performed by Lessee under 
this Lease. Upon the execution of the Lease, Lessee will also deliver to Lessor 
a 
letter from the company issuing the Leasehold Bond required in this Paragraph 
13, stating that such company will issue on the Commencement Date the 
Leasehold Bond in favor of Lessor in compliance with the terms of this 
Paragraph. In addition, on or before November 1, 1996, Lessor shall deposit 
with Lessor the remaining two-thirds (2/3) of the amount of Security Deposit 
set forth at page 3 of the Lease, in the nature of a cash deposit or an 
irrevocable letter of 
credit (which shall be in a form and with a financial institution acceptable to 
Lessor), as security for the performance by Lessee of all of the covenants and 
conditions required to be performed by Lessee under this Lease.   On or before 
the 
Commencement Date, Lessee shall obtain and maintain in effect a Leasehold bond, 
as provided herein, at all times during the initial term and renewal terms 
of this Lease. The Leasehold Bond shall be issued by a company and in a form 
acceptable to Lessor in its sole discretion and shall be in the initial amount 
of $500,000.00. Provided the Lessor is not in default, and has not been in 
default, under the terms of this Lease, the amount of the Leasehold Bond may 
be reduced by Lessee as follows: (i) after the expiration of the first year 
of this Lease, to an 
amount equal to $400,000.00; (ii) after the expiration of the second year of 
this Lease, to an amount equal to $300,000.00; and (iii) after the expiration
 of the third year of this Lease, to an amount equal to $250,000.00, which 
bond shall be 
renewed for each year during the remaining term of the Lease. Annually, Lessee 
shall provide Lessor with evidence of the existence of the Leasehold Bond. The 
form of the Leasehold Bond shall be reasonably acceptable to Lessor, with a 
surety company licensed to do business in Illinois and shall not be cancelled 
without thirty (30) days prior notice to Lessor.  If any Leasehold Bond 
provided hereunder is canceled, Lessee shall promptly provide Lessor with a 
replacement Leasehold Bond complying with the terms of this paragraph, or 
such other collateral as Lessor deems fit. Notwithstanding the foregoing, 
at any time after the expiration of the third year of the Lease, if Lessee 
provides Lessor with financial statements, satisfactory to Lessor, which 
evidence that Lessee has a BBB or better 
rating by Standard & Poors, or a comparable rating agency, then Lessor shall 
waive the requirement for a Leasehold Bond. Any reserves shall be promptly 
returned to Lessee and the Leasehold Bond cancelled upon the expiration of the 
term of this Lease, provided Lessee has satisfied and performed all its 
covenants and obligations under the Lease. Prior to the time when Lessee 
shall be entitled to the return of the Security Deposit, Lessor shall be 
entitled to intermingle such 
deposits with its own funds and to use such sum for such purposes as Lessor 
shall determine. Lessee shall not be entitled to any interest on the Security
Deposit. Lessor may, use, apply, or retain all or part of such Security 
Deposit, including 
the absolute right to collect under, or make a claim against, the Leasehold 
Bond, for the payment of any unpaid rent and additional rent or any other 
amount which Lessor may be required to spend by reason of default of Lessee, 
including damages or deficiencies in the reletting of the Leased Premises, 
regardless of 
whether the accrual of such damages or deficiencies occurs before or after 
eviction or re-entry by Lessor. The Security Deposit shall not be mortgaged, 
assigned, or encumbered by Lessee without the written consent of Lessor, and 
any such assignment, encumbrance, or mortgage without such consent shall not 
bind Lessor. If the Leased Premises is sold to a bona fide purchaser, Lessor
shall have the right to transfer the Security Deposit to the purchaser, 
subject to this Lease, 
and Lessor shall then be released from all liability for the return of the 
Security 
Deposit to the Lessee.  lessee shall not apply the Security Deposit, in part or 
in 
whole, to any months rental payment due under the Lease.

14.	PROTEST OF CLAIM.  Lessee shall have the right by appropriate 
legal proceedings at its expense to contest the amount or validity of any and 
all 
real estate taxes and/or special assessments against the Leased Premises, but 
this 
shall not be deemed nor construed in any way as relieving, modifying or 
extending Lessee's covenant to pay such real estate taxes and/or special 
assessments when due unless the legal proceedings shall operate to prevent the 
sale of the Premises or any part thereof or the placing of any lien thereon to 
satisfy such real estate taxes and/or special assessments prior to the final 
determination of such proceedings, and if Lessee shall not have been required
 to pay such taxes and/or special assessments prior to instituting such 
proceedings, then Lessee shall deposit with the Lessor or such person or 
corporation as Lessor 
may, in writing direct, as security for the payment of such real estate taxes 
and/or 
special assessments an amount of money (or a bond or securities in form and 
quality reasonably acceptable to Lessor) equal to twice the amount of such 
unpaid 
real estate taxes and special assessments together with all interest and 
penalties in 
connection therewith and all charges that may be assessed or become a charge on 
the Leased Premises or any part thereof in such legal proceedings.  Upon the 
termination of such proceedings, Lessee shall direct Lessor to apply the funds 
(or 
securities) then held by Lessor as security as aforesaid to pay and otherwise 
discharge the said unpaid real estate taxes and/or special assessments then 
payable and the interest and penalties in connection therewith, and the 
charges accruing in 
such legal proceedings, and the balance, if any, of the aforesaid security 
deposit after the aforesaid application shall be returned to Lessee (or 
discharged, if a 
bond) provided Lessee is not then in default under this Lease.  In the event 
that 
such moneys or other security shall be insufficient for the foregoing purpose, 
Lessee shall forthwith pay to the Lessor an amount of money sufficient, 
together with the monies and other security so deposited pursuant hereto, 
to pay the same. In the event of any default by Lessee under this Lease, 
Lessor is authorized to use 
any money deposited hereunder to apply on account of such default and or to pay 
said real estate taxes and/or assessments.  Lessee shall not be entitled to 
interest 
(or income) on the monies (or securities) deposited pursuant to this Paragraph 
14.  
Lessor agrees to cooperate with Lessee in pursuing a tax abatement program for 
Lessee.

15.	REAL ESTATE LITIGATION.   Lessor shall not be required to 
join in any proceedings contesting said real estate taxes and/or special 
assessments except as it shall be necessary for Lessor to do so in order to 
properly 
prosecute such proceedings, in which event lessor shall be fully indemnified to 
its 
satisfaction against all its costs and expenses incurred thereby.  Lessor shall 
not be 
subjected to any liability for the payment of costs and expenses in connection 
with proceedings brought by Lessee, and Lessee covenants to indemnify and save 
harmless Lessor from all such costs and expenses.

16.  LIEN LITIGATION.  Lessee shall have the right at its sole cost and 
expense to contest the validity of any mechanic's lien claims that may be 
asserted 
against Lessor, Lessee, or the Leased Premises because of work performed for or 
material furnished to Lessee, or the Leased Premises, at Lessee's request, but 
this 
shall not be deemed nor construed in any way as relieving, modifying or 
extending Lessee's covenant to pay any mechanics' lien claims that may be 
successfully asserted against Lessor in respect of the Leased Premises, Lessee, 
or 
the Leased Premises itself, provided that as a condition precedent to Lessee 
exercising its right to contest mechanics' lien claims, Lessee shall first have 
posted a surety company bond in the full amount of such claims and expenses 
reasonable satisfactory to Lessor, or deposited with Lessor or such party as 
Lessor 
may designate in writing, as security for the payment of any such mechanics' 
lien claims, money (or a bond or securities in form and quality reasonably 
acceptable 
to Lessor) in such amount sufficient in the judgment of Lessor to pay such 
mechanics' lien claims, together with all interest and costs in connection 
therewith and all charges that may be assessed or become a charge on the 
Premises or any part thereof and Lessor's reasonable attorney's fees relative 
to such proceedings.  Upon the termination of such proceedings, Lessee shall 
direct Lessor to apply the funds (or securities) then held by Lessor as 
security as 
aforesaid to satisfy and otherwise discharge the said mechanics' lien claims 
then payable and the  interest and penalties in connection therewith, and the
charges 
accruing in such legal proceedings, and Lessor's reasonable attorney's fees,
and 
the balance, if any, of the aforesaid security deposit after the aforesaid 
application 
shall be returned to Lessee (or discharged, if a bond) provided Lessee is not 
then 
in default under this lease.
	In the event that such monies or other security shall be insufficient for 
the 
foregoing purpose, Lessee shall forthwith pay to Lessor an amount of money 
sufficient, together with the monies and other security so deposited pursuant 
hereto, to pay the same.  In the event of any default by Lessee under this 
Lease, Lessor is authorized to use any money deposited hereunder to apply on 
account of 
such default or to pay said mechanics' lien claims and/or charges.  Lessee 
shall 
not be entitled to interest (or income) on the monies (or securities) deposited 
hereunder to apply on account of such default or to pay said mechanics' lien 
claims and/or charges.

17.	CONDEMNATION.  If any part of the Leased Premises shall be 
taken or condemned for a public or quasi-public use and a part thereof remains 
which is usable by Lessee for its business, this Lease shall, as to the part so 
taken, terminate as of the date title shall vest in the condemnor, and the 
Monthly Base Rent payable hereunder and other charges to be prorated upon 
termination of this 
Lease shall be adjusted so that Lessee shall be required to pay for the 
remainder 
of the term only such portion of such rent and charges as the value of the part 
remaining after condemnation bears to the value of the entire Leased Premises 
at 
the date of condemnation; but in such event, Lessor shall have the option to 
terminate this Lease as of the date when title to the part so condemned 
vests in the 
condemnor.  If the whole of the Leased Premises, or such part thereof to be 
taken 
or condemned so as to materially adversely affect the operation of Lessee's 
business, this Lease shall upon the vesting of the title in the condemnor 
terminate 
and advance rent, if any, shall be refunded pro-rata as of such termination. 
If a 
part or all of the Premises be taken or condemned, all compensation awarded 
upon such condemnation or taking shall go to Lessor, and Lessee shall not have, 
and hereby waives all claims thereto.  Notwithstanding the foregoing, Lessee 
shall 
have the right to seek its own separate award for condemnation, but not 
including 
the value, if any, of its leasehold.

	18.	WARRANTY OF QUIET ENJOYMENT.  So long as Lessee fully complies with 
its obligations under the terms, conditions and provisions of this 
Lease, Lessee shall have the quiet enjoyment of the Leased premises without 
hindrance or molestation by Lessor or anyone claiming by or through Lessor.

19.  INDEMNIFICATION.  Lessee agrees to hold Lessor, its successors, assigns,
 beneficiaries and their heirs and personal representatives harmless and 
fully indemnified at all times against and from any and all loss, damage, 
costs, 
expenses, and liability directly and/or consequentially resulting to any person 
or 
property by reason of Lessee's use or condition which may be made of the Leased 
Premises or any part thereof by Lessee, or by reason of any act or thing 
done or 
omitted to be done by Lessee or its agents or employees, in, upon, or about the 
Leased Premises or any part thereof; and Lessee agrees to hold lessor's 
title to the 
Leased Premises and Lessor, its successors, assigns, beneficiaries and their 
personal representatives harmless and free and clear of any and all claims, 
demands, penalties, liability, judgments, costs and expenses, including 
reasonable 
attorneys' fees, arising in connection with any use or condition of the Leased 
Premises by Lessee.  Without limiting the foregoing indemnity, Lessee further 
agrees to indemnify and hold harmless Lessor from any claims by any 
governmental authority or any third party based upon violation by Lessee of any 
ordinance, statute or regulation, local, State, or Federal, dealing with 
pollution, 
hazardous materials or other environmental matters if and to the extent that 
such 
claims are based on acts or omissions of Lessee.
	Lessor agrees to hold Lessee, its successors and assigns harmless and 
fully 
indemnified at all times against and from any and all loss, damage, costs, 
expenses, and liability directly and/or consequentially resulting to any person 
or 
property by reason of acts or omissions of Lessor with respect to the Leased 
Premises or any part thereof; and Lessor agrees to hold Lessee, its successors 
and 
assigns harmless and free and clear of any and all claims, demands, penalties, 
liability, judgments, costs and expenses, including reasonable attorneys' fees, 
arising in connections with any acts or omissions of Lessor with respect to the 
Leased Premises.  Without limiting the foregoing idemnity, Lessor further 
agrees to indemnify and hold harmless Lessee from any claims by governmental 
authority or any third party based upon violation by Lessor of any ordinance, 
statute or regulation, local, State or Federal, dealing with pollution, 
hazardous 
materials, or other environmental matters related to acts of the Lessor or its 
ownership of the Leased Premises.

20.	ASSIGNMENT OR SUBLETTING.  Lessee may assign or sublet 
this Lease or any interest therein to any of its subsidiary or affiliated 
companies 
without the consent of Lessor, provided the net worth of such subsidiary or 
affiliated company is equal to or greater than the net worth of Lessee at the 
time 
of execution of this Lease, but, otherwise, Lessee shall not assign this Lease 
nor 
any interest herein, or sublet the Leased Premises; provided however, that 
Lessee in accordance with the following terms and conditions may sublet the 
Premises in 
whole or in part if at least ninety (90) days prior to each and every intended 
subletting, Lessee shall serve Lessor with written notice stating the full name 
and 
address (and if a corporation, the state of incorporation and the names of all 
officers) of the proposed sublessee, identifying the portion of the Leased 
Premises 
to be sublet and describing the proposed sublessee's intended use of the Leased 
Premises.  Within thirty (30) days of Lessor's receipt of said notice of 
intention to 
sublet, Lessor shall exercise one of the following options by written notice to 
that 
effect to Lessee:

(30) Lessor shall consent to the proposed subletting in accordance with 
the terms and conditions of this Lease and Lessor's written 
approval as to the sublessee's use of the Leased Premises.  
Provided that if the Lessor consents to such subletting, Lessor at its 
option may cancel the option to extend this Lease, as provided in 
Paragraph 30 below, which cancellation of the renewal option shall 
be effective as of the date of the approval of the subletting; or

(30) Lessor shall have the option to cancel this Lease in its entirety at 
the last day of the month following ninety (90) days from the date 
of Lessor's receipt of Lessee's notice of intention to sublet.  
Lessor's exercise of either of the above options shall be conclusive 
between the parties hereto.

Neither subletting nor the acceptance of rent by Lessor from any person 
shall relieve, release, modify, or in any other manner whatsoever affect the 
liability and obligations of the Lessee hereunder.
All subletting of the Leased Premises and portions thereof shall comply 
with the provisions of this Paragraph 20.

21,	DEFAULTS AND REMEDIES.	Except as otherwise provided 
herein, if default shall be made in any payment of any sum required to be paid 
by 
Lessee under this Lease and such default shall continue for ten (10) days after 
written notice to Lessee, or if default shall be made in the performance of any 
other covenants or conditions which Lessee is required to observe and perform, 
and such default shall continue for thirty (30) days after written notice to 
Lessee 
stating the nature of the default, or if the interest of Lessee under this 
Lease shall 
be levied on under execution or other legal process, or if any petition 
shall be filed 
by or against Lessee to declare Lessee a bankrupt, or to delay, reduce or 
modify 
Lessee's debts or obligations, or if any petition shall be filed or other 
action 
taken 
to reorganize or modify Lessee's capital, if Lesser be a corporation, or if 
Lessee 
be declared insolvent according to law, or any assignment of Lessee's property 
shall be made for the benefit of creditors, or if a receiver or trustee is 
appointed 
for Lessee or its property, or if Lessee shall abandon the Leased Premises 
during 
the term of the Lease then Lessor may treat such occurrence of any one or more 
of 
the foregoing events (after the expiration of the cure period) as a breach of 
this 
Lease (except that no such levy, execution, legal process, or petition filed 
against 
Lessee shall constitute a breach of this Lease if Lessee shall contest the same 
by 
appropriate proceedings and shall use its best efforts to and shall remove or 
vacate 
the same within sixty (60) days from the date of creation, service or filing of 
same) and thereupon, at Lessor's option, Lessor may without notice of any kind 
to 
Lessee or any other person, have any one or more remedies provided at law or in 
equity including but not limited to, the option to terminate Lessee's right to 
possession only without terminating the Lease, or to terminate this Lease and 
forthwith repossess the premises and be entitled to recover as damages a sum of 
money equal to the worth at the time of such termination of the excess, in any, 
of 
the amount of rent and other charges reserved in this Lease for the balance of 
the 
term, computed on a discounted basis using an interest rate equal to the rate 
applicable to U.S. Treasury Securities with a term equal to the period of time 
over 
which such present value is being calculated, over the then reasonable value of 
the Leased premises for the balance of the term, together with all reasonable 
costs, 
attorney's fees and expenses that may be incurred by Lessor or its agents in 
enforcing the covenants and agreements of this Lease.  Without limitation to 
the 
foregoing, Lessee shall pay Lessor interest on sums delinquent under this Lease 
at 
the then current prime rate of interest charged by LaSalle Northwest National 
Bank of Chicago.  All rights and remedies of Lessor under this Lease shall be 
cumulative, and none shall exclude any other rights and remedies allowed by 
law.  The failure of Lessor to insist in one or more cases upon the strict 
performance of 
any of the covenants of this Lease or to exercise any option herein contained 
shall 
not be construed as a waiver or relinquishment for the future of such covenants 
or 
option.  A receipt by Lessor of rent with knowledge of the breach of any 
covenant 
hereof shall not be deemed a waiver of such breach and no waiver by Lessor of 
any provisions of this Lease shall be deemed to have been made unless expressed 
in writing and signed by Lessor.

22.	LESSOR'S LIEN.  Lessor shall have a first lien upon the interest 
of Lessee under this Lease, to secure the payment of all monies due under this 
Lease, which lien may be enforced and foreclosed in equity or by distress 
proceeding at any time when money is overdue under this Lease; and Lessor shall 
be entitled to name a receiver of said Leased premises to be appointed in any 
such 
foreclosure proceeding who shall take possession of the Leased Premises and who 
may relet the same under the orders of the court appointing him.

23,	ABANDONMENT OR RELETTING.  If Lessee shall abandon or 
vacate the Leased Premises, Lessor shall diligently attempt to relet the Leased 
Premises consistent with Lessee's rental obligation, but Lessor's discretion is 
not thereby restricted; the Leased Premises may be relet by Lessor for such 
rent and 
upon such terms as to Lessor may seem fit; and if a sufficient sum shall not be 
thus realized monthly after paying the expenses of such reletting and 
collecting to 
satisfy the rent set forth in this Lease, Lessee agrees to satisfy and pay on 
demand 
the deficiency for the term of this Lease remaining after said abandonment or 
vacation.

24.	SUBORDINATION OF INTEREST.  Subject to Lessee's rights as 
stated hereafter, the interest of Lessee hereunder shall, at the request of the 
Lessor, be subject and subordinate to any and all first mortgages or trust 
deeds, and to all replacements, renewals, consolidations, modifications, and 
extensions 
thereof, now or in the future placed on the Premises and Lessee agrees to 
promptly execute and deliver all written agreements and documents to effect 
such 
subordination, all without cost to Lessor, provided, however, the holders of 
such 
mortgages and trust deeds shall agree in writing with Lessee that 
notwithstanding 
Lessor's failure to perform its obligations under any contract or agreement, or 
note or evidence of debt, Lessee's occupation and quiet enjoyment of the Leased 
Premises shall not be disturbed, interfered with or hindered and, Lessee's 
right to 
possession and quiet enjoyment of the Leased Premises hereunder shall not be 
disturbed so long as Lessee shall faithfully perform its obligations herein 
during 
the Lease Term.

25.	SIGNS.  Lessor, at the request of Lessee and at the Lessee sole 
expense, in compliance with applicable laws, shall erect or install exterior 
signs 
relating to Lessee's business on the Leased Premises, provided that such signs 
do 
not overload or deface the walls of buildings and further provided that Lessor 
shall remove, at Lessee's sole expense, all such signs upon the termination of 
this 
Lease and shall repair any damages caused by the erection or removal of such 
signs or portions thereof located on the Leased Premises.  No signs shall be 
installed on the roof.  Lessor or its agent by appropriate signs may identify 
the 
Leased Premises as to both ownership and property management.  All signs shall 
be in compliance with applicable state and local laws, regulations, codes and 
ordinances.

26.	ESTOPPEL CERTIFICATE.  Lessee agrees that from time to time 
within ten (10) days after Lessee's receipt of written notice from Lessor, 
Lessee 
will deliver to Lessor a written statement certifying:  (a) that this Lease is 
unmodified and in full force and effect (or if there have been modifications, 
that 
this Lease, as modified, is in full force or effect;  (b) the dates to which 
rent and 
other charges have been paid;  (c) that Lessor is not in default under any 
provisions of this Lease or, if in default, the nature thereof in detail; and 
(d) the 
amount of rent currently being paid by Lessee.

	27.	ACCESS.  Lessee shall freely allow Lessor access to and upon the 
Leased Premises during usual business hours, subject to Lessee's security 
requirements and upon reasonable prior notice (except in the event of an 
emergency), for the purpose of examining the Leased Premises and shall during 
the last two hundred seventy (270) days of the term of this Lease, allow Lessor 
to 
exhibit the Leased Premises (upon reasonable prior notice to Lessee) and Lessee 
shall not interfere with the same.

28.  CONSTRUCTION OF IMPROVEMENTS.  Within thirty (30) days 
after the execution of the Lease, the Lessor shall complete preparation of the 
Working Drawings for the Improvements.  After the acquisition of the Land (as 
provided in Paragraph 31 below) and issuance of the building permit, Lessor 
shall 
commence construction of the Improvements, including an industrial building, 
containing approximately 130,000 square feet of rentable floor area (including 
approximately 20,000 square feet of corporate office area and 5,000 square feet 
of 
warehouse office area), parking lot and landscaping all of which shall conform 
to 
the building site plan and office space plan entitled "Site Plan", dated June 
3, 1996, prepared by Harris Architects ("Project Architect"), attached hereto 
and made a part hereof as Exhibit B, as well as the Supplemental Construction 
Specifications set forth on Exhibit B-1, which have heretofore been approved by 
Lessee (collectively, the "Preliminary Plan"), and shall otherwise be in 
accordance with all final plans and specifications therefor approved in writing 
by 
Lessor and Lessee prior to the commencement of construction conforming to all 
applicable statutes, codes and regulations of the City (such final plans and 
specifications as approved are sometimes herein referred to as the "Approved 
Plans and Specifications").
Lessee shall have ten (10) business days to approve the final drawings as 
submitted to Lessee by Lessor.  In the event Lessor and Lessee are unable to 
agree 
upon a set of Approved Plans and Specifications conforming to the requirements 
of this Lease and the requirements of the City, despite having negotiated in 
good 
faith, within forty-five (45) days after the date of this Lease, such dispute 
shall be 
submitted to the design architect and the determination by such architect as to 
the 
conformity of the proposed plans and specifications to the Preliminary Plan 
shall 
be conclusive.  Notwithstanding the foregoing, either Lessor or Lessee shall 
have 
the right to propose or request additional changes in the scope of the 
Improvements, the approval of which changes shall not be unreasonably withheld 
or delayed by the other party, provided, in the case of changes proposed by 
Lessor, the same do not materially alter or interfere with Lessee's use of the 
Leased Premises or significantly alter the appearance or quality of the 
materials or 
construction of the Improvements; or, in the case of changes proposed by 
Lessee, 
the timing of Lessee's proposal of the same does not materially alter Lessor's 
ability to Substantially Complete the Improvements by the time provided in this 
Paragraph 28 below (unless Lessee agrees to extend the dates for Substantial 
Completion) or materially increase the cost of the Improvements (unless Lessee 
shall agree to an appropriate increase in the amount of the Monthly Base Rent).
	Lessor's construction work in connection with the Improvements shall be 
commenced within fourteen (14) working days after issuance of a building permit 
and shall be diligently pursued in order to have the warehouse portion of the 
Leased Premises Substantially Completed on or before April 1, 1997, and the 
office portion of the Leased Premises substantially completed on or before May 
1, 
1997, provided that if construction is delayed because of Lessee's delay in 
approving the final plans and specifications for the Improvements or changes, 
deletions or additions in the Approved Plans and Specifications requested by 
Lessee, strikes, lockouts, casualties, acts of God, war, material or labor 
shortages, 
governmental regulation or control, adverse weather or seasonal related 
conditions that are an impediment to construction, delays initiated by the City 
or other causes beyond the reasonable control of Lessor (any or all such 
events are 
herein sometimes referred to as "Unavoidable Delays"), the date for Substantial 
Completion set forth below shall be extended for the amount of time of such 
Unavoidable Delays.  Lessor shall advise Lessee within fifteen (15) days of the 
occurrence of an Unavoidable Delay and to supply Lessee with a revised 
construction schedule reflecting the additional time required to Substantially 
Complete the Leased premises, due to the Unavoidable Delay(s).  As used in this 
Lease the term "Substantial Completion", "Substantially Completed" or words of 
similar import shall mean that (i) the Leased Premises are fully completed in 
accordance with the Approved Plans and Specifications and are free from any and 
all mechanics' lien claims arising out of all work in connection therewith 
(other 
than claims filed as a result of bona fide disputes between Northern Builders 
and 
its subcontractors or material suppliers which Northern Builders is diligently 
contesting as provided in the Construction Agreement) and free from any and all 
construction defects other than Punch List Items relating to Lessor's 
construction, 
none of which shall interfere with Lessee's use and occupancy of the Leased 
Premises for the conduct of its business, and (ii) the City has granted to 
Lessor an 
occupancy certificate permitting Lessee to take occupancy of the Leased 
Premises 
notwithstanding such Punch List Items and the date such governmental consents 
and approvals which are the responsibility of Lessor have been obtained so that 
Lessee can take possession.  Except in the event of an Unavoidable Delay, if 
Substantial Completion of the warehouse occurs after May 1, 1997, or if 
Substantial Completion of the office space occurs after June 1, 1997, Lessor 
agrees to pay to Lessee a $2,000.00 penalty for each day beyond such respective 
dates Substantial Completion is delayed.
	Lessor shall notify Lessee thirty (30) days prior to the date it 
anticipates 
the Improvements will be Substantially Completed.  In the event that there is a 
dispute as to whether or not the Improvements are Substantially Completed, the 
dispute shall be resolved by the Project Architect who prepared the Approved 
Plans and Specifications.  Taking of possession of the Leased Premises by 
Lessee 
and delivery of a certificate of occupancy shall be deemed conclusively to 
establish that the Improvements have been Substantially Completed in accordance 
with the Approved Plans and Specifications, except for any agreed Punch List 
Items and latent defects or other defects covered by the Construction 
Completion 
and Warranty Agreement executed by Northern Builders.  Notwithstanding the 
foregoing, as promptly as practicable following the date Lessee takes 
possession, 
Lessor and Lessee shall enter into an appropriate amendment to this Lease to 
document the commencement date of the lease term.  If Lessee takes possession 
on a day other than the first of a month, all obligations of Lessee under the 
Lease 
shall commence upon the taking of possession (subject to proration for the 
partial 
month) but the full twelve (12) year term shall commence on the first day 
of the 
following month.
	At all reasonable times during the construction of the Leased Premises, 
Lessee, its employees, agents or contractors shall have the right to enter onto 
and inspect the Leased Premises for the purposes of determining whether Lessor 
is in compliance with the requirements of this Lease with respect to 
construction, but no such inspection or inspections shall relieve Lessor 
from its responsibilities 
hereunder or shall relieve Northern Builders or any of its subcontractors from 
their respective obligations or liabilities pursuant to their separate 
contracts.  
Lessor shall not be responsible or liable to Lessee for any claims, losses, 
costs, 
damages or expenses incurred by Lessee, its employees, agents or contractors as 
a 
result of such inspections, all of which shall be undertaken by Lessee at 
Lessee's 
sole risk and expense.
	Lessor shall be responsible for construction of the entrances and 
bathrooms within the Leased Premises in compliance with the Americans with 
Disabilities Act ("ADA") and Lessee shall be responsible for ADA improvements 
required with respect to Lessee's specific interior construction (performed in 
compliance with paragraph 9 of this Lease).


29.	NOTICES.  All notices, demands, and other writings which shall 
be required or which may be given under this Lease shall be effective only if 
given in writing and delivered or mailed (certified or registered mail, return-
receipt-requested) to the respective recipient party as follows:

If to Lessor to:		LaSalle National Trust, N.A.
	As Trustee under Trust No. 120358
	135 S. LaSalle Street
	Chicago, Illinois  60603

with copy of same to:	Northern Builders, Inc.
	Mr. Thomas D. Grusecki
	5060 River Road
	Schiller Park, Illinois  60176

If to Lessee to:	Celex Group, Inc.
	919 Springer Drive
	Lombard, Illinois  60148
	ATTN:  Mr. Timothy C. Dillon
	Vice President & General Counsel

with copy of same to:		
		
		

If delivered, such notice, demand or writing shall be effective upon receipt of 
same, and if mailed such notice, demand or writing shall be effective upon the 
posting of same.
	The above addresses may be changed from time to time by the respective 
parties by notice, but notice of change of address shall be effective only upon 
receipt thereof.

	30.	RENEWAL OPTIONS.  Provided the Lessee is not in Default 
under the Lease (after written notice and the expiration of any applicable cure 
period), the Lessee is granted the option of renewing this Lease for three (3) 
renewal periods.  The first renewal period is for a term of five (5) years from 
the 
expiration of the initial Lease Term, provided lessee gives Lessor notice in 
writing of the exercise of the option at least twelve (12) months prior to the 
expiration of the Lease.  If Lessee exercises such option to renew, the parties 
shall 
have sixty (60) days to agree in good faith to the First Renewal Base Rent, 
which 
rent shall be at the market value for rentals for comparable facilities, but in 
no 
event less than the current Base Rent at the time of the exercise.  If the 
parties 
agree to the First Renewal Base Rent the exercise of the option shall be 
irrevocable.
	Provided the Lessee is not in default under the Lease and has exercised 
its 
first Renewal Option then the Lessee is granted a second Renewal Option for a 
second five (5) year term from the expiration of the First Renewal Term, 
provided 
Lessee gives Lessor notice in writing of the exercise of the second option at 
least 
twelve (12) months prior to the expiration of the second renewal term.  If 
Lessee 
exercises such option to renew the parties shall in good faith agree upon the 
Third 
Renewal Base Rent for the second renewal term within sixty (60) days which rent 
shall be at the market value for rentals for comparable facilities, but in no 
event 
less than the current Base Rent at the time of the exercise.  If the parties 
agree to 
the Third Renewal Base Rent the exercise of the option shall be irrevocable.
	All conditions and covenants of the Lease shall remain in full force and 
effect during the extended period, except the base rent shall be the market 
rental 
agreed to by the parties.

	31.	ACQUISITION/SUITABILITY OF LAND.  Lessor has entered 
into an Option to Purchase (the "Option"), for the purchase of the real estate 
("Real Estate") legally described on Exhibit A hereof.  The Option is subject 
to 
certain conditions as set forth therein.  Lessor will, if all conditions of the 
Option 
are met to the satisfaction of Lessor, complete the purchase of the Real Estate 
and thereafter will construct the Improvements thereon as provided in 
paragraph 28.  
This Lease is contingent upon the satisfaction of all such Option conditions 
and 
the acquisition of the Real Estate by Lessor.  Lessor agrees to commence the 
construction process of the Leased Premises on the Real Estate on or before 
July ___, 1996, which shall include such investigations and due diligence of 
the Real 
Estate by Lessor as Lessor deems appropriate, in preparation for the purchase 
and 
construction of the Leased Premises.  Lessee acknowledges that Lessor will not 
commence construction of the Leased Premises until Lessor has acquired title to 
the Real Estate.  Lessor shall use its best efforts to complete the purchase 
and 
acquisition of the Real Estate so that it has fee simple title prior to the 
Commencement Date of the Lease.  If Lessor does not acquire the Real Estate or 
commence construction by September 30, 1996 (or such other earlier or later 
date 
as to which the construction is advanced or extended pursuant to the Option), 
for 
any reason (including a default by Lessor or the Seller under the Option), this 
Lease shall terminate and be of no further force or effect and each party shall 
be 
responsible for their respective expenses incurred in connection with the 
execution and delivery of this Lease, the Construction Completion and Warranty 
Agreement and the Option, the investigation of the Real Estate, and the design 
and the preparation of preliminary or final plans and specifications for the 
Improvements and otherwise.

	32.	EXPANSION AND OCCUPANCY DURING EXPANSION.  
Provided Lessee is not in default under the Lease, at any time during the 
initial 
eight(8) years of the Lease Term, Lessee shall have the right to expand the 
Leased 
Premises, and during the last four (4) years Lessee shall have the right to 
expand the Leased Premises if Lessee agrees to extend the  Lease Term for an 
additional 
term from the date of substantial completion of the expansion space.  Monthly 
Base Rent shall be increased as agreed to by the parties for the Lease term as 
modified.  If Lessee elects to expand the Leased Premises, Lessee shall give 
written notice to Lessor of its desire to expand at least one (1) year prior to 
the 
anticipated date of commencement of the Lease for the Expansion Space.  Within 
sixty (60) days of receipt of such notice of intention  to expand, Lessee and 
Lessor 
shall develop a mutually acceptable expansion plan (the Plan).  The Plan shall 
be subject to approval by the City of Aurora.  Provided the Plan is approved 
by the 
City, the parties shall, within sixty (60) days of such approval, agree to the 
final 
terms and conditions of the payment for such expansion and the Monthly Base 
Rent to be paid hereunder.  During said sixty (60) days, Lessor will hire 
Northern 
Builders as general contractor to construct the expansion improvements in 
compliance with the Plan.  Upon agreement of the Base Rent to be charged during 
the modified term of the Lease, Lessor shall cause Northern Builders to 
promptly 
proceed to complete the Plan in accordance with the construction schedule 
agreed 
to by Lessor and Lessee.  If Lessee elects to expand the Leased Premises as 
herein 
provided, the parties agree the Lessor shall use its best efforts during the 
construction period to minimize the interference caused to Lessee during the 
construction period.  Notwithstanding the foregoing, Lessee shall not be 
entitled to any rent abatement for any such disruptions or inconvenience 
caused to Lessee by the construction.  Any rights granted to Lessee hereunder
 shall be binding on 
any successor in interest to Lessor, it being the intention of the parties that 
Lessee 
have the right to expand on economic terms reasonable to the parties.

	33.	WARRANT OF AUTHORITY.  Lessee hereby warrants that the 
execution of this Lease has been authorized by a duly adopted resolution of 
Lessee's Board of Directors and a certified copy of said resolution shall be 
delivered to Lessor upon demand or, alternatively, a letter signed by an 
Officer of 
Lessee certifying to Lessee's authority to execute this Lease and the authority 
of 
the person signing this Lease to do so, which certification shall conclusively 
bind 
Lessee and its successors to this Lease shall be delivered to Lessor on demand.

	34.	GOVERNING LAW.  The terms and provisions of this Lease shall be 
interpreted and construed in accordance with and governed by the Constitution 
and Laws of the State of Illinois.

	35.	AMENDMENT.  This Lease contains all of the agreements, 
covenants, and conditions made between the parties hereto and may be amended 
only by written instrument jointly executed by the parties hereto or by their 
respective duly appointed agents for that purpose.

	36.	RECORDATION.  The parties hereto agree that this Lease shall 
not be recorded but either party at its own expense may file a memorandum of 
this Lease with the Recorder of Deeds of Cook County, Illinois, setting forth:

dd) The names of the parties, and
dd) A description of the Premises, and
dd) The term of the Lease.

	37.	LESSOR'S TITLE.  Lessor hereby warrants that Lessor upon the 
close of the acquisitions set forward at Paragraph 31 will be the fee simple 
owner 
of the Leased Premises.

	38.	CAPTIONS.  The captions preceding the text of each of the 
numbered paragraphs herein appear only for reference convenience and in no way 
prescribe, limit, or otherwise define the scope or intent of this Lease or the 
paragraph to which they refer.

	39.	BROKERAGE.  Lessor shall pay the brokers commission due in 
connection with this transaction to Stein & Company.  Lessee represents and 
warrants that it has dealt with no broker, agent or other person in connection 
with 
this transaction other than Stein & Company and Lessee agrees to indemnify and 
hold Lessor harmless from and against any claim by any other broker, agent or 
person claiming to have dealt with Lessee and not Lessor.  Lessor represents 
and 
warrants that it has dealt with no broker, agent or other person in connection 
with 
this transaction other than Stein & Company and Lessor agrees to indemnify and 
hold Lessee harmless from and against any claim by any other broker, agent or 
person.

	40.	LIMITATION OF LESSOR'S LIABILITY.  The term "Lessor" as 
used in this Lease, so far as covenants or agreements on the part of the Lessor 
are 
concerned, shall be limited to mean and include only the owner or owners of the 
Lessor's interest in this lease at the time in question, and in the event of 
any 
transfer or transfers of such interest, except a transfer by way of security, 
the 
Lessor herein named (and in case of any subsequent transfer, the then 
transferor) 
shall be automatically freed and relieved from and after the date of such 
transfer of all personal liability as respects the performance that is 
accrued after such 
date of any covenants or agreements on the part of the Lessor contained in 
this Lease 
thereafter to be performed, provided that any funds in the hands of such Lessor 
or 
the then transferor at the time of such transfer, in which the Lessee has an 
interest, 
shall be turned over to the transferee and any amount then due and payable to 
the 
Lessee by the Lessor or the then transferor under any provision of Lease, shall 
be 
paid to the Lessee, and provided further that upon any such transfer, the 
transferee shall be deemed to have assumed, subject to the limitations of 
this Section, all of 
the covenants, agreements and conditions in this Lease contained to be 
performed 
on the part of the Lessor, it being intended hereby that the covenants and 
agreements contained in this Lease on the part of the Lessor shall, subject as 
aforesaid, be binding on the Lessor, its successors and assigns, only during 
and in respect to their respective successive periods of ownership.

	41.	INVALIDITY OF PARTICULAR PROVISIONS.  If any covenant, agreement or 
condition of this Lease or the application thereof to any 
person, firm or corporation or to any circumstance, shall to any extent be 
invalid 
or unenforceable, the remainder of this Lease, or the application of such 
covenant, 
agreement or condition to persons, firms or corporations or to circumstances 
other 
than those as to which it is invalid or unenforceable, shall not be affected 
thereby.  
Each covenant, agreement or condition of this Lease shall be valid and 
enforceable to the fullest extent permitted by law.

	42.	FINANCIAL STATEMENTS.  Lessee shall, at the written request 
of Lessor, promptly deliver to Lessor annual financial statements of Lessee in 
form and content acceptable.

	43.	LESSOR'S APPROVAL.  Except as otherwise provided herein, 
whenever in this Lease Lessor's approval is required for Lessee to take action, 
such approval shall not be unreasonably withheld or delayed.

	44.	EXCULPATORY CLAUSE.  This Lease is executed by LaSalle 
National Trust, N.A., as Trustee, not personally but as Trustee as aforesaid,
 in the 
exercise of the power and authority conferred upon and vested in it as such 
Trustee, and under the express direction of the beneficiaries of a certain 
Trust 
Agreement dated July 3, 1996, and known as Trust Number 120358 at said Bank.  
It is expressly understood and agreed that nothing in this Lease contained 
shall be 
construed as creating any liability whatsoever against said Trustee personally 
or 
said beneficiaries, and in particular, without limiting the generality of the 
foregoing, there shall be no personal liability to pay any indebtedness 
accruing hereunder or to perform a covenant, either express or implied, 
herein contained, to 
keep, preserve or sequester any property of said Trust, and that all personal 
liability of said Trustee (and said beneficiaries, to the extent permitted by 
law), of 
every sort, if any, is hereby expressly waived by Lessee, and by every person 
now 
or hereafter claiming any right or security hereunder; and that so far as the 
parties 
hereto are concerned the owner of any indebtedness or liability accruing 
hereunder shall look solely to the Trust Estate from time to time subject to 
the provisions of said Trust Agreement for the payment thereof.  It is further 
understood and agreed that the said Trustee has no agents or employees and 
merely holds naked title to the property herein described and has no control 
over the management thereof or the income therefrom and has no knowledge 
respecting rentals, leases or other factual matter with respect to said 
Premises, except as represented to it by the beneficiary or beneficiaries 
of the said Trust.

	45.	TEMPORARY SPACE.  Lessor agrees to lease to Lessee 
approximately 15,000 square feet of space, with a term commencing July ___, 
1996 and ending December 31, 1996, at the 2255 Sullivan Building, Aurora, 
Illinois, for rental equal to $3.50 gross per square foot.  It is the 
understanding of 
the parties that Lessor will sub-lease the temporary space from Ryder Dedicated 
Logistics.  The parties will enter into a mutually acceptable lease agreement 
for 
the temporary space prior to the commencement date for occupancy of the 
temporary space.  The temporary space will be delivered to Lessee "as is, where 
is."  Payment of a brokers commission, if any, for the temporary space shall be 
the responsibility of Lessor.








CONSTRUCTION COMPLETION AND WARRANTY AGREEMENT

		This Construction Completion Agreement ("Agreement") is 
entered into as of January 15, 1997, between SUCCESSORIES, INC. (formerly 
known as CELEX GROUP, INC.), an Illinois corporation ("Successories") and 
NORTHERN BUILDERS, INC., an Illinois corporation ("Northern Builders").

R E C I T A L S:

	A.	Concurrently with the execution and delivery of this Agreement, 
Successories, as Lessee, and LaSalle National Trust, N.A., not personally, but 
as 
Trustee under a Trust Agreement dated July 3, 1996, and known as Trust No. 
120358, ("Lessor"), have entered into that certain First Amendment to 
Industrial 
Building Lease ("Lease") covering certain Land legally described in Exhibit A 
attached hereto and made a part hereof and certain Improvements thereto which 
Lessor is obligated to construct for the use and benefit of Successories.

	B.	Pursuant to the Lease, as amended, Lessor has agreed to engage 
Northern Builders to construct the Improvements in accordance with the 
provisions of the Lease, and Successories agrees that Northern Builders shall 
provide to Successories certain assurances and warranties with respect to such 
construction.

	C.	Northern Builders has agreed to enter into this Agreement as a 
condition to its being engaged by Lessor for the purposes of constructing the 
Improvements.

		Accordingly, and in consideration of the foregoing Recitals and for 
other good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, Successories and Northern Builders hereby agree as 
follows:

AGREEMENT

	1.	Defined Terms.  All capitalized terms used herein and not 
otherwise defined herein shall have the meanings ascribed to them in the Lease.

	2.	Completion of Construction.    Northern Builders hereby agrees 
that:  (i) construction work in connection with the Improvements shall be 
commenced promptly upon issuance of a building permit which permit for 
construction of the Improvements shall be issued within one week after 
execution 
of the Lease Amendment; (ii) it will Substantially Complete the warehouse 
portion of the Leased Premises by June 1, 1997 and the office portion of the 
Leased Premises by July 1, 1997 respectively, subject to extension by reason of 
Unavoidable Delays; and (iii) it will thereafter complete all of the Punch List 
Items within a reasonable period of time.  Northern affirms and warrants that 
the 
Construction Schedule attached hereto and made a part hereof as Exhibit B is 
true, 
correct and reasonably achievable.  Northern further acknowledges that adverse 
weather or seasonal related conditions that are impediments to construction and 
material or labor shortages are the responsibility of Northern and will not be 
deemed to be Unavoidable Delays.  In addition, Northern Builders agrees to make 
timely payment of all amounts owed to its subcontractors and material suppliers 
in connection with the construction of the Improvements so as to avoid the 
filing 
of mechanics' liens against the Leased Premises; provided, however, that 
Northern Builders shall not be deemed in default of its obligations with 
respect to 
the timely payment of amounts owed to its subcontractors or material suppliers 
if 
a mechanic's lien claim or claims are filed which claims are insured over by 
Chicago Title and Trust Company.  For purposes of this Agreement, 
"Unavoidable Delays" shall mean delays in the commencement or progress of 
construction, as the case may be, caused by Successories delay in approving the 
final plans and specifications for the Improvements or changes, deletions or 
additions in the Approved Plans and Specifications requested by Successories, 
strikes, lockouts, casualties, acts of God, war, governmental regulation or 
control, 
delays initiated by the City which could not have reasonably been prevented by 
Northern or other causes beyond the reasonable control of Northern Builders.

	3.	Contractor's Warranties.    Northern Builders hereby warrants to 
Successories that all materials and equipment furnished in connection with the 
construction of the Improvements will be of good quality and new, that the 
construction and services required by the Approved Plans and Specifications 
(collectively, the "Work") will be free from faults and defects and that the 
Work 
will conform to the requirements of the Approved and Plans and Specifications.  
Northern Builders, Inc. further represents and warrants, which representation 
and 
warranty is a material inducement to Successories entering into this Agreement 
that Northern Builders will substantially Complete the warehouse portion of the 
Leased Premises by June 1, 1997 and the office portion of the Leased premises
 by July 1, 1997, subject to extension by reason of Unavoidable Delays.  
Northern 
Builders shall promptly correct Work rejected by the Project Architect by 
reason 
of a failure of the Work to conform to the Approved Plans and Specifications or 
to conform to the requirements of the Approved Plans and Specifications, 
whether 
observed before or after Substantial Completion and whether or not fabricated, 
installed or completed by the time the same is rejected.  Northern Builders 
shall 
bear all costs of correcting such rejected Work.  In addition, if any of the 
Work is 
found not to be in accordance with the requirements of the Approved Plans and 
Specifications within one (1) year after the date of Substantial Completion of 
the 
Leased Premises, Northern Builders shall promptly correct the same at Northern 
Builders' sole cost and expense after receipt of written notice from 
Successories to do so, unless Successories has previously given Northern 
Builders or Lessor a 
written acceptance of such condition provided however that such written 
acceptance shall not be deemed acceptance of latent defects.  This period 
of one 
(1) year shall be extended with respect to portions of the Work first performed 
after Substantial Completion of the Leased Premises for a period of one year 
after 
such portions of the Work as so performed or corrected.  This obligation of 
Northern Builders shall survive acceptance of the Work and possession of the 
Improvements by Successories and termination of Northern Builders' 
construction contract.  Successories shall give notice to Northern Builders of 
any 
defects in the Work promptly after discovery of the same.

	4.	Assignment of Manufacturer and Subcontractor Warranties.    
Northern Builders hereby agrees that, upon Substantial Completion of the Work, 
Northern Builders will preserve and forward to and hereby assigns to Lessor, 
for the benefit of Lessor and Successories as their interests may appear, all 
written 
warranties, guaranties and related documents required by the Approved Plans and 
Specifications to be provided by any subcontractors, manufacturers and 
suppliers in connection with any portion of the Work.

	5.	Notices.    All notices, demands and other writings which shall be 
required or which may be given under this Agreement shall be effective only if 
given in writing and personally delivered or mailed (certified or registered 
mail, 
return receipt requested) to the respective recipient party as follows:

If to Lessor to:		LaSalle National Bank of
			Chicago as Trustee under
			Trust No. 120294
			c/o Mr. Thomas Grusecki
			5060 River Road
			Schiller Park, Illinois  60176

with copy of same to:	Northern Builders, Inc.
			5060 River Road
			Schiller Park, Illinois  60176

If to Lessee to:		Successories, Inc.
			919 Springer Drive
			Lombard, Illinois  60148
			Attention:  Mr. Timothy C. Dillon

If personally delivered, such notice, demand or writing shall be effective upon 
receipt of same, and if mailed, such notice, demand or writing shall be 
effective 
upon the posting of same.  The above addresses may be changed from time to 
time by the respective parties by notice, but notice of change of address shall 
be 
effective only upon receipt thereof.  Persons to whom copies of notices are to 
be sent, as noted above, are to be sent copies for informational purposes 
only, and the failure to receive or to send any such copy shall not affect 
the validity of 
notice otherwise given to a party in compliance with the provision of this 
paragraph.

	6.	Termination.    The obligations of Northern Builders hereunder 
shall terminate on the date which is one (1) year after the date of Substantial 
Completion of the Leased Premises, except that with respect to Work performed 
or corrected within said one-year period, such obligations shall terminate on 
the 
date which is one (1) year after the performance or correction of such Work.

	7.	Guaranty of payment of penalty.    To the extent Lessor under the 
Lease as amended is responsible for any penalty for failure to Substantially 
Complete the Leased Premises Northern Builders Inc. hereby guarantees the full 
and complete payment to Successories of all penalty amounts due from Lessor.

	8.	Governing Law.    The terms and provisions of this Agreement 
shall be interpreted and construed in accordance with and governed by the laws 
of 
the State of Illinois.


NORTHERN BUILDERS, INC.,		SUCCESSORIES, INC.
an Illinois corporation		an Illinois corporation

By:                                            		By:                          


EXHIBIT "A"
Legal Description

THAT PART OF WHITE OAK BUSINESS PARK UNIT 1, BEING A 
SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 5, 
THE SOUTH HALF OF SECTION 6, AND THE NORTH HALF OF SECTION 
7, TOWNSHIP 38 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL 
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 6, 
1990 AS DOCUMENT R90-083896 IN DUPAGE COUNTY, ILLINOIS, MORE 
PARTICULARLY DESCRIBED AS FOLLOWS:

LOT 4, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT 
ANGLES TO THE WEST LINE THEREOF).

LOT 5, EXCEPT THAT PART DESCRIBED AS FOLLOWS:  BEGINNING AT 
THE SOUTHEAST CORNER OF SAID LOT; THENCE SOUTH 57 DEGREES 
17 MINUTES 29 SECONDS WEST, 191.43 FEET ALONG THE NORTH LINE 
OF DIEHL ROAD; THENCE NORTH 00 DEGREES 08 MINUTES 23 
SECONDS EAST, 352.91 FEET TO THE EASTERLY LINE OF SAID LOT; 
THENCE SOUTH 32 DEGREES 42 MINUTES 31 SECONDS EAST, 296.49 
FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING, IN 
DUPAGE COUNTY, ILLINOIS.

THAT PART OF LOT 6 DESCRIBED AS FOLLOWS:  BEGINNING AT THE 
NORTHWEST CORNER OF SAID LOT; THENCE EASTERLY, 8.58 FEET 
ALONG THE SOUTHERLY LINE OF WHITE OAK CIRCLE, BEING ALONG 
A CURVE CONCAVE TO THE SOUTH HAVING A RADIUM OF 473.00 
FEET; THENCE SOUTH 00 DEGREES 08 MINUTES 23 SECONDS WEST, 
417.46 FEET TO THE WESTERLY LINE OF SAID LOT; THENCE NORTH 32 
DEGREES 42 MINUTES 31 SECONDS WEST, 18.05 FEET ALONG SAID 
WESTERLY LINE TO AN ANGLE POINT; THENCE NORTH 00 DEGREES 
21 MINUTES 28 SECONDS EAST, 400.00 FEET TO THE POINT OF 
BEGINNING, IN DUPAGE COUNTY, ILLINOIS.

AND ALSO,

THAT PART OF WHITE OAK BUSINESS PARK UNIT 2, BEING A 
SUBDIVISION OF PART OF THE SOUTH HALF OF SECTION 6 AND THE 
NORTH HALF OF SECTION 7 TOWNSHIP 38 NORTH, RANGE 9 EAST OF 
THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT 
THEREOF RECORDED NOVEMBER 20, 1990 AS DOCUMENT R90-158261, 
IN DUPAGE COUNTY, ILLINOIS, MORE PARTICULARLY DESCRIBED 
AS FOLLOWS:

ALL OF LOT 19.

LOT 20, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT 
ANGLES TO THE WEST LINE THEREOF).


FIRST AMENDMENT TO INDUSTRIAL BUILDING LEASE AGREEMENT

	WHEREAS, LaSALLE NATIONAL BANK, Successor Trustee To: 
LaSALLE NATIONAL TRUST, N.A., as Trustee under Trust Agreement dated 
July 3, 1996, and known as Trust No. 120358, and SUCCESSORIES, INC., an 
Illinois corporation (formerly known as CELEX GROUP, INC.), as Lessee, are 
parties to that certain Industrial Building Lease, dated July 8, 1996, (the 
"Lease"), 
whereby Lessee has leased certain premises from Lessor, and Lessor has demised 
to Lessee, a Building to be constructed on certain property located in 
White Oak Business Park, Aurora, Illinois.

	WHEREAS, Lessee and Lessor have agreed to amend the Lease as set 
forth in this First Amendment.

	NOW, THEREFORE, in consideration of the premises, the adequacy of 
which is hereby acknowledged, the parties hereby agree as follows:

	1.	Legal Description.    Exhibit A of the Lease, which sets forth the 
legal description of the Leased Premises, is hereby deleted in its entirety and 
replaced with Exhibit A, attached hereto and made apart hereof, herein 
described as the "Leased Premises."

	2.	Lessee.    Any reference in the Lease to Lessee shall mean:  
SUCCESSORIES, INC., an Illinois corporation (formerly known as CELEX 
GROUP, INC.).

	3,	Base Rent.    The provisions of Section 2. be and hereby are 
amended to provide as follows:

"Lessee covenants to pay to Lessor, during the term of this Lease, in 
equal monthly installments on or before the first day of each month in 
advance, and without any deductions or set off whatsoever, except as 
otherwise expressly provided herein, and to pay the same to Lessor, 
c/o Thomas D. Grusecki, 5060 River Road, Schiller Park, Illinois, 
60176 or at such other place or to such other person as Lessor or his 
agent may designate to Lessee in writing, in lawful money of the 
United States of America.

Payments shall be as follows:
<TABLE>
<CAPTION>
Years	Annual Payments	Monthly 
Payments
<S>	   <C>	  <C>
June 1, 1997 - May 31, 1998	$702,000.00	$58,500.00
June 1, 1998 - May 31, 1999	702,000.00	58,500.00
June 1, 1999 - May 31, 2000	702,000.00	48,400.00
June 1, 2000 - May 31, 2001	741,000.00	61,750.00
June 1, 2001 - May 31, 2002	759,200.00	63,266.66
June 1, 2002 - May 31, 2003	777,400.00	64,783.33
June 1, 2003 - May 31, 2004	796,900.00	66,408.33
June 1, 2004 - May 31, 2005	817,700.00	68,141.66
June 1, 2005 - May 31, 2006	837,200.00	69,766.66
June 1, 2006 - May 31, 2007	858,000.00	71,500.00
June 1, 2007 - May 31, 2008	880,100.00	73,341.66
June 1, 2008 - May 31, 2009	902,200.00	75,183.33
</TABLE>

This covenant to pay rent shall be independent of all other covenants 
in this Lease.  Notwithstanding the foregoing, Lessee's obligation to 
pay rent hereunder, shall commence on the first day of the fourth 
month after Substantial Completion as defined below.  The Base Rent 
for the first three months of the Lease term shall be abated."

4.	Reserves and Security.  The second paragraph of Section 13, is 
hereby deleted in its entirety and replaced with the following new second 
paragraph of Section 13.:

"Lessee has deposited with the Lessor the full amount of Security 
Deposit set forth at page 3 of the Lease, in the nature of a cash deposit, 
as security for the performance by Lessee of all of the covenants and 
conditions required to be performed by Lessee under this Lease. 
Lessee has also delivered to Lessor a guaranty executed by Arnold M. 
Anderson and upon execution hereof, said guaranty shall be cancelled 
and returned to Lessee by Lessor.  In addition to the cash deposit, 
Lessee shall deliver the guaranty of James M. Beltrame to Lessor, in 
the form attached hereto and made a part hereof as Exhibit B, upon 
execution of this First Amendment to Industrial Building Lease 
Agreement.  Lessee shall deliver an irrevocable Letter of Credit in the 
amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) 
before taking possession of the Leased Premises, substantially in the 
form attached hereto and made a part hereof as Exhibit D. At any time 
prior to possession Lessee may deliver the irrevocable Letter of Credit 
described in the preceding sentence and in exchange for such Letter of 
Credit, Lessor shall cancel and return the guaranty of James M. 
Beltrame.  Lessee may, if it chooses, substitute a Letter of Credit for 
the initial Security Deposit of One Hundred Thousand Seventy Five 
Thousand Five Hundred and 00/100 Dollars ($175,500.00) by 
increasing the Letter of Credit to the amount of Six Hundred Seventy 
Five Thousand Five Hundred and 00/100 Dollars ($675,500.00) at the 
time of the commencement of rent payments under the Lease.  Lessee 
acknowledges that delivery of possession is conditioned upon the 
delivery to Lessor of the Letter of Credit for Five Hundred Thousand 
and 00/100 Dollars ($500,000.00) plus the other security as herein 
provided.  The irrevocable Letter of Credit (which shall be in a form 
and with a financial institution reasonably acceptable to Lessor) in the 
amount as set forth above in favor of Lessor, shall be additional 
security for the performance by Lessee of all covenants and conditions 
required to be performed by Lessee under this Lease. Except as 
otherwise provided herein, an irrevocable Letter of Credit shall be in 
force for the term of this Lease. If an irrevocable Letter of Credit 
provided hereunder is not renewed within ten (10) days of expiration, 
Lessor shall have the right to draw upon said Letter of Credit. If 
Lessee substitutes a Letter of Credit for the Security Deposit, the 
amount of the Letter of Credit shall never be less than One Hundred 
Seventy Five Thousand Five Hundred and 00/100 Dollars 
($175,500.00).  Provided the Lessee is not in default and has not been 
in default, under the terms of the Lease, the additional security Letter 
of Credit may be reduced by Lessee and Lessor shall consent and 
obtain the holders consent for reductions as follows: (i) after the 
expiration of the first year of this Lease, to an amount equal to Four 
Hundred Thousand and 00/100 Dollars ($400,000.00); (ii) after the 
expiration of the second year of this Lease, to an amount equal to 
Three Hundred Thousand and 00/100 Dollars ($300,000.00); and (iii) 
after the expiration of the third year of this Lease, to an amount equal 
to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), 
which Letter of Credit shall be renewed for each year during the 
remaining term of the Lease.  Annually, Lessee shall provide Lessor 
with the Letter of Credit, as herein provided. Notwithstanding the 
foregoing, at any time after the expiration of the third year of the 
Lease, if Lessee provides Lessor with documents, satisfactory to 
Lessor, which evidence that Lessee has a BBB or better rating by 
Standard & Poors, or a comparable rating agency, then Lessor shall 
waive the requirement for an irrevocable Letter of Credit as additional 
security but not for the Letter of Credit for One Hundred Seventy Five 
Thousand Five Hundred and 00/100 Dollars ($175,500.00).  Any 
reserves shall be promptly returned to Lessee and the irrevocable 
Letter of Credit cancelled upon the expiration of the term of this 
Lease, provided Lessee has satisfied and performed all its covenants 
and obligations under the Lease. Prior to the time when Lessee shall be 
entitled to the return of the Security Deposit, Lessor shall be entitled to 
intermingle such deposits with its own funds and to use such sum for 
such purposes as Lessor shall determine. Lessee shall not be entitled to 
any interest on the Security Deposit.  Lessor may, use, apply, or retain 
all or part of such Security Deposit, including the absolute right to 
collect under, or make a claim against, the irrevocable Letter of Credit, 
for the payment of any unpaid rent and additional rent or any other 
amount which Lessor may be required to spend by reason of default of 
Lessee, including damages or deficiencies in the reletting of the 
Leased Premises, regardless of whether the accrual of such damages or 
deficiencies occurs before or after eviction or re-entry by Lessor.  The 
Security Deposit shall not be mortgaged, assigned, or encumbered by 
Lessee without the written consent of Lessor, and any such 
assignment, encumbrance, or mortgage without such consent shall not 
bind Lessor. If the Leased Premises is sold to a bona fide purchaser, 
Lessor shall have the right to transfer the Security Deposit to the 
purchaser, subject to this Lease and the acknowledgement by the 
transferee of the obligations hereunder, and Lessor shall then be 
released from all liability for the return of the Security Deposit to the 
Lessee.  Lessee shall not apply the Security Deposit, in part or in 
whole, to any months rental payment due under the Lease."

5.	Construction of Improvements.  The third paragraph of Section 28, 
is hereby deleted in its entirety and replaced with the following new third 
paragraph of Section 28.:

"Lessor's construction work in connection with the Improvements shall 
be commenced promptly upon issuance of a building permit which 
permit shall be issued within one week after execution of this I-ease 
Amendment and shall be diligently pursued in order to have the 
warehouse portion of the I-eased Premises Substantially Completed on 
or before June 1, 1997, and the office portion Substantially Completed 
by July 1, 1997, provided that if construction is delayed because of 
Lessee's delay in approving the final plans and specifications for the 
Improvements or changes, deletions or additions in the Approved 
Plans and Specifications requested by Lessee, strikes, lockouts, 
casualties, acts of God, war, governmental regulation or control, 
delays initiated by the City which could not have reasonably been 
prevented by Lessor or other causes beyond the reasonable control of 
Lessor (any or all such events are herein sometimes referred to as 
"Unavoidable Delays"), the date for Substantial Completion set forth 
above shall be extended for the amount of time of such Unavoidable 
Delays.  Lessor shall advise Lessee within fifteen (15) days of the 
occurrence of an Unavoidable Delay and to supply Lessee with a 
revised construction schedule reflecting the additional time required to 
Substantially Complete the Leased Premises, due to the Unavoidable 
Delay(s).  Lessor represents and warrants to Lessee, which 
representation and warranty is a material inducement to lessee entering 
into this First Amendment to the Lease, that the Lessor will 
Substantially Complete the warehouse of the Leased Premises by June 
1, 1997, and the office of the Leased Premises by July 1, 1997, subject 
to extension by reason of Unavoidable Delays. Lessor affirms and 
warrants that the Construction Schedule attached hereto and made a 
part hereof as Exhibit C-1 is true, correct and reasonably achievable. 
Lessor further acknowledges that Lessor is responsible for Substantial 
Completion of the Leased Premises by June 1, 1997 and July 1, 1997 
respectively and that adverse weather or seasonal related conditions 
that are impediments to construction and material or labor shortages 
are the responsibility of Lessor, and will not be deemed to be 
Unavoidable Delays.  As used in this Lease the term "Substantial 
Completion", "Substantially Completed" or words of similar import 
shall mean that (i) the Leased Premises are fully completed in 
accordance with the Approved Plans and Specifications and are free 
from any and all mechanics' lien claims arising out of all work in 
connection therewith (other than claims filed which are insured over 
by Chicago Title and Trust Company) and free from any and all 
construction defects other than Punch List Items relating to Lessor's 
construction, none of which shall interfere with Lessee's use and 
occupancy of the Leased Premises for the conduct of its business, and 
(ii) the City has granted permission for occupancy permitting Lessee to 
take possession of the Leased Premises for set-up and subsequent use, 
notwithstanding such Punch list Items and the date such governmental 
consents and approvals which are the responsibility of Lessor have 
been obtained so that Lessee can take possession.  Except in the event 
of an Unavoidable Delay, for every day after June I, 1997, which the 
Leased Premises is not available to Lessee for set-up and subsequent 
use due to Lessor's failure to Substantially Complete the Leased 
Premises, Lessor agrees to pay to Lessee a $2000.00 penalty for each 
day beyond such date that Substantial Completion is delayed up to and 
including July 15, 1997.  For each day of delay after July 15; 1997, the 
penalty shall be Four Thousand and 00/100 Dollars ($4,000.00) per 
day.  The aggregate dollar amount of the daily penalty to be paid by 
the Lessor shall be reduced by the rental penalty that the Lessee saves 
by vacating warehouse space under one or more existing warehouse 
leases (located at: 320 Eisenhower Lane, Lombard, Illinois; 64 
Eisenhower Lane, Lombard, Illinois; 68 Eisenhower Lane, Lombard, 
Illinois; and 1429 Centre Circle, Downers Grove, Illinois) provided the 
materials stored in such warehouses are relocated to the Temporary 
Space or the Leased Premises.  Lessee shall upon execution of this 
First Amendment deliver to Lessor, copies of all of Lessee's existing 
Leases.  Lessee shall use its best efforts to vacate the warehouse space 
under its current warehouse leases by relocating the materials stored in 
such warehouses to the Temporary Space or the Leased Premises to 
minimize Lessor's penalty hereunder.  Notwithstanding the foregoing, 
the obligation to pay rent hereunder shall commence as herein 
provided. The parties shall promptly upon Substantial Completion of 
the Leased Premises agree upon the appropriate reduction of the 
penalty as provided hereunder.  The amount of the net penalty, if any, 
shall be paid by Northern Builders, Inc., pursuant to its Construction 
Completion and Warranty Agreement, on a weekly basis on Friday of 
each week If Northern Builders, Inc. does not pay the amount due 
hereunder, the deficiency shall be a set-off against the rent due from 
Lessee hereunder.


30. Section 45 be and hereby is amended as follows:

Temporary Space.   Lessor agrees to use its best efforts to obtain 
for Lessee at no rental cost to lessee, Fifty Thousand (50,000) square feet 
of warehouse space for use by Lessee as a warehouse facility as. of April 
1, 1997.  On March 1, 1997, Lessor shall notify Lessee in writing of all 
available  warehouse space owned directly or indirectly or under the 
control of Lessor or Northern Builders, Inc in the greater Chicago area. 
Lessee shall have ten (10) days to select tile space suitable for Lessee for 
temporary warehouse facilities. All such space will be delivered to Lessee 
in "As Is, Where Is" condition and Lessee shall be responsible for the 
payment of all utilities, for insurance and occupancy expenses associated 
with the occupancy of such space.  Upon substantial completion of the 
Leased Premises, Lessee shall promptly vacate the temporary space and 
shall leave the Temporary Space in the same condition as existed on April 
I, 1997.  

7.	Availability of Principal Officer of Lessee.   Lessee agrees to and 
shall provide unlimited access to its President, James M. Beltrame, for Lessor 
and representatives of its contractor for a period of five (5) business days 
commencing January 16, 1997 through January 22, 1997, to meet and complete such 
construction plans, designs and requirements as are necessary to promptly 
proceed with the construction and completion of the Improvements for June 1, 
1997, and July 1, 1997 respectively, occupancy by Lessee. Any delay caused by 
inability to obtain prior construction approval or the unavailability of James 
M. 
Beltrame as provided herein, shall be an additional event of Unavoidable Delay, 
as set forth in the Lease.

The necessary construction submissions, revisions, modifications or changes 
to the project ("Submissions") shall be submitted to Lessee for approval or 
disapproval by Lessee.  With each submission Lessor will advise Lessee of the 
date by which approval must be received. If not approved or rejected by such 
date 
the submission shall be deemed approved.  If Lessee requests information 
regarding the effect of any rejection on Completion and the Construction 
schedule 
the Lessor shall promptly respond.

8.	The following provision is added to the end of Section 39 of the 
Lease:

		"The Lessor shall pay the commission due in accordance with its 
agreement with Stein and Company."

9. The following provision is added to the Lease:

46.  Real Estate Tax Reserve.   Lessor agrees to attempt to obtain 
approval of its lender to waive any real estate tax reserve under its Loan 
Commitment for the Leased Premises.  If a waiver is obtained by Lessor 
from its Lender, Lessee shall only be obligated to pay the real estate taxes 
as such real estate taxes become due and payable and no reserve shall be 
required.

10.	Construction Completion and Warranty Agreement.  Exhibit C of 
the Lease, which is the Construction Completion and Warranty Agreement, is 
hereby deleted in its entirety and replaced with Exhibit C, attached hereto and 
made a part hereof.

11.	Conflict.  In the event of any conflict in the terms and provisions of 
this Amendment, the Lease and any Submissions, the document bearing the latest 
date shall control.

	12.	Except for the changes herein provided, all other terms and 
provisions of the Lease, as amended, shall remain in full force and effect.

SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF.


      IN WITNESS WHEREOF, the parties have executed this First Amendment to 
Industrial Building Lease as of this 15th day of January, 1997. 

LESSOR:   LaSALLE NATIONAL BANK, 	LESSEE:
SUCCESSOR TRUSTEE TO
LaSALLE NATIONAL TRUST, N.A., not 	SUCCESSORIES, INC,  
individually and not personally, but as 	an Illinois corporation 
Trustee under Trust Agreement dated    	(formerly known as
July 3, 1996   known as Trust Number	CELEX GROUP, INC.)
120358


By:   		By:  /s/ James Beltrame	
                       Its:   Vice President	 	            Its:  
President

Attested: 		Attested:/s/ Timothy C. Dillon
                       Its:   Assistant Secretary		            Its:  
Secretary


First Amendment to Industrial Building Lease Agreement


RIDER ATTACHED TO AND MADE A PART OF/-DATED  Jan 15, 1997


This First Amendment to Industrial Building Lease Agreement is executed by 
LaSALLE NATIONAL, BANK not personally but as Trustee as aforesaid, in the 
exercise of the power and authority conferred upon and vested in it as such 
Trustee, and under the express direction of the beneficiaries of a certain 
Trust Agreement dated  July 3, 1996  and known as Trust No.  120358 at LaSALLE. 
NATIONAL BANK, to all provisions of which Trust Agreement this LEASE is 
expressly made subject.  It is expressly understood and agreed that nothing  
herein 
or in said First Amendment to Industrial Building Lease Agreement contained 
shall be construed as creating any liability whatsoever against said Trustee 
personally, and in particular without limiting the generality of the foregoing, 
there 
shall be no personal liability to pay any indebtedness accruing hereunder or to 
perform any covenants, either express or implied, herein contained, or to keep, 
preserve or sequester any property of said Trust, and that all personal 
liability of 
said Trustee of every sort, if any, is hereby expressly waived by said Lessee, 
and 
that so far as said Trustee is concerned the owner of any indebtedness or 
liability 
accepting hereunder shall look solely to the premises hereby leased for the 
payment thereof.  It is further understood and agreed that said Trustee has no 
agents or employees and merely holds naked legal title to the property herein 
described; that said Trustee has no control over, and under this LEASE assumes 
no responsibility for (l) the management or control of such property; (2) the 
upkeep, inspection, maintenance or repair of such property; (3) the collection 
of 
rents or rental of such property; or (4) the conduct of any business which is 
carried on upon such premises.  Trustee does not warrant, indemnify, defend 
title 
nor is it responsible for any environmental damage.

REVISED:   1/2/97



EXHIBIT A

PARCEL DESCRIPTION

THAT PART OF WHITE OAK BUSINESS PARK UNIT 1, BEING A 
SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 5, 
THE SOUTH HALF OF SECTION 6, AND THE NORTH HALF OF SECTION 
7, TOWNSHIP 38 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL 
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 6, 
1990 AS DOCUMENT R90-083896 IN DUPAGE COUNTY, ILLINOIS, MORE 
PARTICULARLY DESCRIBED AS FOLLOWS:

LOT 4, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT 
ANGLES TO THE WEST LINE THEREOF).

LOT 5, EXCEPT THAT PART DESCRIBED AS FOLLOWS:  BEGINNING AT 
THE SOUTHEAST CORNER OF SAID LOT; THENCE SOUTH 57 DEGREES 
17 MINUTES 29 SECONDS WEST, 191.43 FEET ALONG THE NORTH LINE 
OF DIEHL ROAD; THENCE NORTH 00 DEGREES 08 MINUTES 23 
SECONDS EAST, 352.91 FEET TO THE EASTERLY LINE OF SAID LOT; 
THENCE SOUTH 32 DEGREES 42 MINUTES 31 SECONDS EAST, 296.49 
FEET ALONG SAID EASTERLY LINE TO THE POINT OF BEGINNING, IN 
DUPAGE COUNTY, ILLINOIS.

THAT PART OF LOT 6 DESCRIBED AS FOLLOWS:  BEGINNING AT THE 
NORTHWEST CORNER OF SAID LOT; THENCE EASTERLY, 8.58 FEET 
ALONG THE SOUTHERLY LINE OF WHITE OAK CIRCLE, BEING ALONG 
A CURVE CONCAVE TO THE SOUTH HAVING A RADIUM OF 473.00 
FEET; THENCE SOUTH 00 DEGREES 08 MINUTES 23 SECONDS WEST, 
417.46 FEET TO THE WESTERLY LINE OF SAID LOT; THENCE NORTH 32 
DEGREES 42 MINUTES 31 SECONDS WEST, 18.05 FEET ALONG SAID 
WESTERLY LINE TO AN ANGLE POINT; THENCE NORTH 00 DEGREES 
21 MINUTES 28 SECONDS EAST, 400.00 FEET TO THE POINT OF 
BEGINNING, IN DUPAGE COUNTY, ILLINOIS.

AND ALSO,

THAT PART OF WHITE OAK BUSINESS PARK UNIT 2, BEING A 
SUBDIVISION OF PART OF THE SOUTH HALF OF SECTION 6 AND THE 
NORTH HALF OF SECTION 7 TOWNSHIP 38 NORTH, RANGE 9 EAST OF 
THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT 
THEREOF RECORDED NOVEMBER 20, 1990 AS DOCUMENT R90-158261, 
IN DUPAGE COUNTY, ILLINOIS, MORE PARTICULARLY DESCRIBED 
AS FOLLOWS:

ALL OF LOT 19.

LOT 20, EXCEPT THE WESTERLY 343 FEET (AS MEASURED AT RIGHT 
ANGLES TO THE WEST LINE THEREOF).

EXHIBIT B

GUARANTEE

For value received, James M. Beltrame of Hinsdale, Illinois, hereby 
guarantees payment of rent and prompt and satisfactory performance of all 
obligations under the terms of the Industrial Building Lease Agreement dated 
July 
8, 1996, as amended by the First Amendment to Industrial Building Lease 
Agreement of even date herewith, by and between LaSalle National Trust, N. A. 
as Trustee under a trust agreement dated July 3, 1996 and known as Trust number 
120358 as Lessor and Successories, Inc. (formerly known as Celex Group, Inc.), 
as Lessee (hereinafter referred to as "Successories"). If Successories (Lessee) 
defaults in the payment of any installment of the monthly base rent, or in the 
payment of any other obligation, or in the performance of other obligations or 
covenants under the terms of the Lease, James M. Beltrame as guarantor hereby 
guarantees and shall pay the amount of such installment and additional payment 
within ten (10) days after receipt of written notice of default and demand for 
payment to Lessor. 

 	If Successories defaults in the performance of any additional obligations 
under the Lease, James M. Beltrame shall pay to Lessor on demand, all damages, 
costs and expenses that Lessor is entitled to recover from Successories by 
reason 
of such default.  

This guarantee shall continue in force until the Lessee has delivered to 
Lessor a letter of credit in form and content reasonably acceptable to Lessor
 as provided in the Lease, which may be provided before occupancy or until all 
obligations of Successories under the Lease have been satisfied or until 
Successories liability to Lessor under the Lease has been completely 
discharged, whichever first occurs.

Notwithstanding the above, all guarantees provided for herein shall be 
limited to an amount not to exceed Five Hundred Thousand Dollars ($500,000.00) 
and any right of recovery hereunder shall be limited to such amount.

This guarantee shall be binding on the legal representatives, successors, 
and assigns of the guarantor. Notice of acceptance of this guarantee is 
expressly 
waived. 

      	IN WITNESS WHEREOF, James M. Beltrame, as guarantor, has 
executed this guarantee at Lombard, Illinois, on the _____ day of January, 1997.


		
	                JAMES M. BELTRAME


SECOND LEASE AMENDMENT
SPECIFYING COMMENCEMENT DATE AND TERMINATION DATE


It is agreed between the parties herein that notwithstanding anything to the 
contrary contained in the Lease, as amended, the actual Commencement Date of 
the Lease for the Industrial Building Lease, dated July 8, 1997, by and between 
LaSalle National Trust, N.A., as Trustee under Trust Agreement dated July 3, 
1996, and known as Trust Number 120358, and Successories, Inc., an Illinois 
corporation, for the property commonly known as 2520 Diehl Road, Aurora, 
Illinois, is August 1, 1997 and the Termination Date of the Lease is July 31, 
2009.

Except for the changes herein provided, all other terms and provisions of the 
Lease, as amended, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Second Lease 
Amendment Specifying Commencement and Termination Date as of this 31 day 
of October, 1997.

LESSOR:		LESSEE:
LaSALLE NATIONAL TRUST, N.A. not	SUCCESSORIES, INC. an 
individually and not personally, but as	Illinois corporation (formerly 
Trustee under Trust Agreement dated	known as CELEX GROUP, 
July 3, 1996 and known as Trust Number	INC.)
120358

By: ______________________________	By:_____________________
	Its:			        Its:

Attested:__________________________
	Attested:_______________________
	Its:  Assistant Secretary	                  Its:  Secretary

AMERICAN NATIONAL BANK & TRUST COMPANY OF CHICAGO

LETTER OF CREDIT NO.


                  , 1997

Northern Builders, Inc.
5060 River Road 
Schiller Park, IL  60176

RE:  Successories, Inc.

We hereby establish our Irrevocable Standby Letter of Credit No. _____ in favor 
of Northern Builders, Inc. ("Beneficiary") in the amount of Five Hundred 
Thousand Dollars and NO/100ths Dollars ($500,000.00).  This irrevocable letter 
of credit will be used to secure payment under that certain Industrial Building 
Lease, dated July 8, 1996, as amended, with SUCCESSORIES, INC. (formerly 
known as Celex Group, Inc.) ("Customer"), for the lease of a certain commercial 
warehouse and office facility to be constructed by the Beneficiary for Customer 
on the real property located in White Oak Business Park, Aurora, Illinois.

This Irrevocable Letter of Credit shall remain in effect for the period of one 
(1) 
year from the date hereof, without regard to any default in payment or money 
owed to us by the Customer and without regard to other claims which we may 
have against the Customer. If within said one year from the date hereof we 
receive written certification from the Beneficiary, signed by an authorized 
officer, 
reciting that:

(i) Customer has failed to pay rent or other charges due under an 
Industrial Building Lease, dated July 8, 1996, as amended, by and 
between LaSALLE NATIONAL TRUST, N.A., as Trustee under 
Trust Agreement dated July 3, 1996, and known as Trust No. 
120358, as Landlord, and SUCCESSORIES, INC., an Illinois 
corporation (formerly known as CELEX GROUP, INC.), as Tenant, 
which has not been timely cured; or

(ii) this Letter of Credit will expire in ten (10) business days or less 
and SUCCESSORIES, INC., an Illinois corporation (formerly 
known as CELEX GROUP, INC.) has failed to renew this Letter of 
Credit or substitute an acceptable Letter of Credit, in either case 
with an expiration date of one (1) year later than the current 
expiration date of this Letter of Credit; or 

(iii) SUCCESSORIES, INC., an Illinois corporation (formerly 
known as CELEX GROUP, INC.) has otherwise defaulted under 
the Lease and such default has not been timely cured, 



Northern Builders, Inc.
____________ 1997
Page 2




you are authorized to draw upon American National Bank & Trust Company of 
Chicago at sight at the office of American National Bank located at 33 N. 
LaSalle 
Street, Chicago, Illinois and upon presentation of this original Letter of 
Credit. All 
drafts must be marked: "Drawn under American National Bank and Trust 
Company of Chicago Letter of Credit No. _______, dated ________________ 
1997".

The sum of this Irrevocable Letter of Credit shall be reduced by the amount of 
any disbursements made hereunder, from time to time, in accordance with the 
terms specified above.

Provided the Customer is not in default and has not been in default, under the 
terms of the Industrial Building Lease, this Irrevocable Letter of Credit may
 be reduced by the Customer and Beneficiary shall consent and obtain any 
collateral assignee' consent for reductions as follows: 
(i) after the expiration of the first year of the Industrial Building Lease, 
to an 
amount equal to Four Hundred Thousand and 00/100 Dollars ($400,000.00); (ii) 
after the expiration of the second year of the Industrial Building Lease, to an 
amount equal to Three Hundred Thousand and 001100 Dollars ($300,000.00); and 
(iii)  after the expiration of the third year of the Industrial Building Lease, 
to an 
amount equal to Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), 
which Letter of Credit shall be renewed by Customer for each year during the 
remaining term of the Industrial Building Lease.

This credit is subject, so far as applicable, to the "Uniform Customs and 
Practice 
for Documentary Credits, 1993 Revision, the International Chamber of 
Commerce Publication No. 500".

This Irrevocable Letter of Credit and the right to draw under this Irrevocable 
Letter of Credit are transferable and collaterally assignable by the 
Beneficiary.  
Upon our receipt of written notification from Beneficiary of such transfer or 
assign, we hereby agree to timely honor all drafts drawn and certificates, as 
specified above, purporting to be signed by such transferee or assignee which 
are 
presented in accordance with the terms stated herein.

We hereby certify and agree that all drafts, drawn under and in compliance with 
the terms of this credit will be duly honored by us on delivery of documents as 
specified if presented at this office as indicated above no later than 4:00 
p.m. on 
____________ (subject to the following paragraph).

Northern Builders, Inc.
____________ 1997
Page 3


If this Irrevocable Letter of Credit is not renewed before _____________ for an 
additional one (1) year term to expire on ______________, upon the same terms 
as stated herein, such non-renewal will be considered an event of default 
entitling 
the Beneficiary, at its option, to draw upon this Irrevocable Letter of 
Credit.  
Notwithstanding the foregoing, nothing express or implied herein creates an 
obligation upon us to renew the Irrevocable Letter of Credit on or before 
___________________________





                                      by:_______________________________
                                                       Vice President

cc:    R. Tuerk (via facsimile no. 312-346-8242 and regular mail)



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