LEASE


                  SUPER AMERICAN TISSUE MILLS OF TENNESSEE LLC,
                                  as Landlord,

                                       and

                     AMERICAN TISSUE MILLS OF TENNESSEE LLC
                                    as Tenant



                               400 MAHANNAH AVENUE
                            MEMPHIS, TENNESSEE 38107


                         DATED: AS OF September 25, 2000


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                                TABLE OF CONTENTS
Article                                                                    Page

Article 1. Basic Provisions..................................................1

Article 2. Additional Definitions............................................2

Article 3. Demise; Premises; Term............................................6

Article 4. Fixed Rent........................................................6

Article 5. Taxes.............................................................7

Article 6. Utilities.........................................................9

Article 7. Use of Premises; Certificate of Occupancy........................10

Article 8. Compliance with Laws and Agreements..............................10

Article 9. Hazardous Substances.............................................11

Article 10. Repairs.........................................................13

Article 11. Changes; Improvements; Demolition; New Construction.............14

Article 12. Liens and Violations............................................14

Article 13. [Intentionally Omitted]

Article 14. Damage to or Destruction of the Premises........................15

Article 15. Eminent Domain..................................................15

Article 16. Tenant's Default................................................17

Article 17. Landlord's Right To Cure Defaults; Fees and Expenses............21

Article 18. Assignment, Mortgaging and Subletting...........................21

Article 19. Insurance.......................................................22

Article 20. Nonliability and Indemnification................................24

Article 21. Surrender; End of Term..........................................25

Article 22. Subordination and Attornment....................................25

Article 23. Notices.........................................................26

Article 24. [Intentionally Omitted]


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Article 25. Quiet Enjoyment; Title..........................................27

Article 26. [Intentionally Omitted]

Article 27. Brokerage.......................................................27

Article 28. Estoppel Certificates; Memorandum...............................27

Article 29. Parties Bound...................................................28

Article 30. Miscellaneous...................................................28

Exhibit A         Metes and Bounds Description of the Premises



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     This Lease ("this  Lease"),  dated as of the 25th day of  September,  2000,
between  Super  American  Tissue  Mills of  Tennessee  LLC, a  Delaware  limited
liability  company  ("Landlord"),  having  an  office  at  135  Engineers  Road,
Hauppauge, New York 11788 and American Tissue Mills of Tennessee LLC, a Delaware
limited  liability company  ("Tenant"),  having an office at 135 Engineers Road,
Hauppauge, New York 11788.

                              W I T N E S S E T H:

     WHEREAS,  Landlord is the fee owner of certain real  property  known as 400
Mahannah Avenue in the City of Memphis, Shelby County, Tennessee; and

     WHEREAS,  Landlord desires to lease to Tenant,  and Tenant desires to lease
from Landlord,  the Premises (as hereinafter defined in Section 1.2 hereof), for
the Term (as hereinafter  defined in Section 1.3 hereof) and upon and subject to
the terms and conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, Landlord and Tenant agree as follows.

                          Article 1. Basic Provisions.

     The following terms, whenever used in this Lease, shall have the respective
meanings given to such terms in this Article 1:

     1.1 REAL PROPERTY:  The parcel of land known as 400 Mahannah  Avenue in the
City of Memphis,  Shelby  County,  Tennessee,  more  particularly  described  on
Exhibit A attached  hereto and made a part hereof,  together with all easements,
air rights, development rights and other appurtenances thereto.

     1.2 PREMISES:  The Real Property  together with any  improvements  thereon.

     1.3 TERM:  Approximately  twenty (20) years,  commencing on the date hereof
(the "Commencement Date") and expiring on the last day of the month in which the
__the 20th anniversary of the Commencement Date occurs (the "Expiration  Date"),
unless sooner terminated pursuant to the provisions of this Lease.

     1.4 FIXED RENT (Article 4): $300,000 per annum; $25,000 per month

     1.5 [Intentionally Omitted]

     1.6 LANDLORD'S  MAILING ADDRESS:  135 Engineers Road,  Hauppauge,  New York
11788, Attention: Mehdi Gabayzadeh.


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     1.7 TENANT'S  MAILING  ADDRESS:  135 Engineers  Road,  Hauppauge,  New York
11788, Attention: Mehdi Gabayzadeh.

     1.8 LANDLORD'S TAX IDENTIFICATION NUMBER: [Intentionally Omitted].

     1.9 TENANT'S TAX IDENTIFICATION NUMBER: [Intentionally Omitted].

     1.10 BROKER: None.

                       Article 2. Additional Definitions.

     The following terms, whenever used in this Lease, shall have the respective
meanings given to such terms in this Article 2:

     2.1  "Additional  Rent" shall have the meaning  given to it in Section 4.3.

     2.2 [Intentionally Omitted]

     2.3  "Adjusted  for  Inflation"  shall  mean  adjusted  by  the  percentage
increase,  if any, in the CPI for an adjustment period commencing on the date of
this  Lease and  ending on the date of the  particular  event or for such  other
period that may be provided.

     2.4  "alterations"  shall  mean  all  equipment,  fixtures,   improvements,
installations,   betterments  and   decorations   and  all  additions   thereto,
substitutions therefor and replacements thereof.

     2.5  "Bankruptcy  Laws"  shall  have the  meaning  given  to it in  Section
16.1(c).

     2.6 "business days" shall mean all days, except Saturdays,  Sundays and the
days  observed as holidays by the federal or Tennessee  State or City of Memphis
governments or any labor union servicing the Premises.

     2.7  "Contractor"  shall mean all  contractors,  subcontractors,  laborers,
materialmen, architects, engineers and consultants.

     2.8 "CPI"  shall mean the  Consumer  Price  Index for All Urban  Consumers,
South  Region,  All Items  (1962-1984  = 100),  published by the Bureau of Labor
Statistics of the United  States  Department  of Labor,  or any successor  index
thereto,  appropriately  adjusted;  provided that if there shall be no successor
index the  substitute  index  shall be such other  index as shall be selected by
Tenant and approved by Landlord,  such approval not to be unreasonably withheld,
delayed or conditioned.

     2.9 "Default Notice" shall have the meaning given to it in Section 16.1(b).

     2.10 "Default Rate" shall mean the lesser of (x) two percentage points (2%)
in excess of the rate from time to time charged by The Chase  Manhattan  Bank or
any  successor  thereto  as its


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"prime rate" in effect  during the period in question  and (y) eighteen  percent
(18%)  per  annum  (but in any event  not more  than the  maximum  legal  rate),
calculated on the basis of the actual days elapsed, based on a 360-day year.

     2.11 [Intentionally Omitted]

     2.12 "Environment" shall have the meaning given to it in Section 9.1(c).

     2.13  "Environmental  Complaint"  shall  have  the  meaning  given to it in
Section 9.4.

     2.14  "Environmental  Condition"  shall  have  the  meaning  given to it in
Section 9.1(d).

     2.15 "Environmental  Damages" shall have the meaning given to it in Section
9.1(e).

     2.16  "Environmental  Laws" shall have the  meaning  given to it in Section
9.1(b).

     2.17 [Intentionally Omitted]

     2.18 [Intentionally Omitted]

     2.19 "Event of Default" shall have the meaning given to it in Section 16.1.

     2.20 [Intentionally Omitted]

     2.21 "Fixtures" shall have the meaning given to it in Section 11.3.

     2.22 "Hazardous Materials" shall have the meaning given to it in Section 9.
1 (a).

     2.23  "Improvements"  shall  mean all  alterations  made by or on behalf of
Tenant.

     2.24 [Intentionally Omitted]

     2.25 [Intentionally Omitted]

     2.26  "Landlord"  shall mean only the owner at the time in  question of the
present  landlord's  interest  in the  Premises  and in the  event  of a sale or
transfer of the Premises (by  operation of law or  otherwise)  or of  Landlord's
interest under this Lease, the grantor or transferor,  as the case may be, shall
be and hereby is (to the extent of the  interest  or portion of the  Premises or
estate sold or transferred) released and discharged,  from and after the date of
such sale or transfer,  of all liability in respect of the performance of any of
the terms of this Lease on the part of  Landlord  thereafter  arising;  provided
that the purchaser or transferee (collectively, "Transferee") shall be deemed to
have assumed and agreed to perform (and without  further  agreement  between the
then parties  hereto,  or among such parties and the Transferee) and only during
and in respect of the  Transferee's  period of ownership of Landlord's  interest
under this  Lease,  all of the terms this  Lease on the part of  Landlord  to be
performed  during such period of ownership,  which terms shall be deemed to "run
with the land," it being intended that Landlord's obligations hereunder shall be


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binding on Landlord,  its successors and assigns,  only during and in respect of
their  respective  successive  periods of ownership.  If, at any time,  Landlord
shall be comprised  of more than one person,  Tenant  shall  recognize  Landlord
named herein as the sole  Landlord  under this Lease until such time as Landlord
named herein (or its successor named pursuant to this Section 2.26) shall notify
Tenant of the name and address of a single person who, for all  purposes,  shall
be deemed to be Landlord under this Lease and all notices sent by Tenant to such
person or received by Tenant from such person  shall be binding upon all persons
then comprising Landlord.

     2.27  "Lease  Year"  shall  mean each of (i) the period  commencing  on the
Commencement  Date and  ending  on the last day of the  month in which the first
anniversary of the Commencement Date occurs;  and (ii) each successive  12-month
period  thereafter  through and including the  Expiration  Date; it being agreed
that the first  Lease  Year may be greater  than a 12-month  period and the last
Lease Year may be less than a 12-month period if this Lease is terminated  prior
to the Expiration Date.

     2.28 [Intentionally Omitted]

     2.29 [Intentionally Omitted]

     2.30  "Legal  Requirements"  shall mean (a) all  present  and future  laws,
statutes and ordinances  (including  building codes and zoning  regulations  and
ordinances) and the orders, rules,  regulations,  directives and requirements of
all federal,  state,  county,  city and borough  departments,  bureaus,  boards,
agencies,  offices,  commissions  and  other  subdivisions  thereof,  or of  any
official thereof, or of any other governmental,  public,  quasi-governmental  or
quasi-public  authority,  whether now or hereafter  made,  existing or in force,
with respect to (i) the Premises, the Improvements and the appurtenances thereto
and the  businesses  operated  therein,  (ii)  the use,  management,  operation,
maintenance,  renting or occupancy of the Premises and the  Improvements and the
businesses  operated  therein,  (iii) the making of any alterations at or to the
Premises,   and  (b)  all  requirements,   obligations  and  conditions  of  all
instruments  of record that may be  applicable  to the Real Property or any part
thereof or the vaults,  sidewalks,  curbs,  or areas  adjacent  thereto that are
either (i) existing and of record as of the date of this Lease or (ii) hereafter
created  (A) by any  governmental  authority  having  jurisdiction  without  any
voluntary act of or agreement by Landlord or (B) by Tenant.

     2.31  "Notice"  shall  have  the  meaning  given  to  it in  Section  23.1.

     2.32  "Occupants"  shall mean any  occupants of any portion of the Premises
that are in possession without permission of Landlord.

     2.33 [Intentionally Omitted]

     2.34 [Intentionally Omitted]

     2.35 [Intentionally Omitted]

     2.36 [Intentionally Omitted].


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     2.37  "Permit"  shall  have  the  meaning  given to it in  Section  9.1(f).

     2.38   "person"   shall  mean  and  be  deemed  to   include   individuals,
corporations,   partnerships,   limited  liability  companies,   trusts,  firms,
associations and all other legal entities.

     2.39 [Intentionally Omitted]

     2.40  "Release"  shall  have the  meaning  given to it in  Section 9. 1(g).

     2.41 "rent" or "rents" shall mean Fixed Rent and Additional Rent.

     2.42 [Intentionally Omitted]

     2.43 [Intentionally Omitted]

     2.44 [Intentionally Omitted]

     2.45 [Intentionally Omitted]

     2.46 "Superior Mortgage" shall mean all present and future mortgages, deeds
of trust and building loan  agreements  entered into by Landlord or the owner at
the time in question of the Real Property and/or the Premises and/or any portion
of either of them, affecting the Real Property and/or the Premises, each advance
made or to be made thereunder, and all modifications, replacements, supplements,
substitutions, extensions and spreaders and consolidations thereof.

     2.47 "Superior  Mortgagee" shall mean the holder,  at the time referred to,
of a Superior Mortgage.

     2.48  "Tax  Proceedings"  shall  have the  meaning  given to it in  Section
5.5(b).

     2.49 "Taxes" shall have the meaning given to it in Section 5.1.

     2.50 [Intentionally Omitted]

     2.51 [Intentionally Omitted]

     2.52 [Intentionally Omitted]

     2.53  "Tenant"  shall  have  the  meaning  given  to it in  Section  18.10.

     2.54  "Termination  Notice"  shall have the meaning  given to it in Section
16.1.

     2.55  "Threat of  Release"  shall have the  meaning  given to it in Section
9.1(h).

     2.56 [Intentionally Omitted]


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     2.57 [Intentionally Omitted]

                       Article 3. Demise; Premises; Term.

     3.1  Landlord  hereby  leases to  Tenant,  and  Tenant  hereby  hires  from
Landlord,  the  Premises for the Term,  unless the Term shall  sooner  terminate
pursuant to any of the terms of this Lease or pursuant to law,  upon and subject
to the terms of this Lease.

     3.2 Tenant has inspected the Premises,  is thoroughly acquainted with their
condition (physical and otherwise) and has been afforded adequate opportunity to
examine,  investigate and inspect the same, and agrees to take the same in their
"as is" condition on the Commencement  Date. Except as expressly provided to the
contrary in this Lease: (x) neither Landlord nor any agent or  representative of
Landlord  has made or does make any  representation  or  warranty  as to (a) the
physical  condition  of the Premises  (including  (i) any  structural  or latent
defects or (ii) the existence of any Environmental Condition), or (b) any use or
uses to which the  Premises may be put, or (c) any leases,  subleases,  tenants,
rents, or (d) any operating or maintenance  agreements,  or (e) any utilities or
services;  and (y) the  occupancy or taking of  possession of all or any part of
the Premises by Tenant or anyone  claiming by,  through or under Tenant shall be
conclusive  evidence as against  Tenant that the Premises  were in the condition
required at the time of such occupancy or taking of possession.

     3.3 Except as otherwise  expressly  provided in this Lease,  the Term shall
not expire and Tenant shall have no right to  terminate  this Lease or surrender
the Premises nor shall Tenant's  obligation to pay rent be otherwise affected or
abated,  by  reason  of  the  prohibition,  limitation  or  restriction  by  any
governmental  authority of Tenant's use of the Premises or the  Improvements  or
any portion thereof or the  interference  with such use by any person or entity,
unless such prohibition,  limitation,  restriction or interference is due to the
voluntary acts of Landlord or to a breach by Landlord of any  representations or
covenants contained in Article 25.

     3.4 Except as otherwise expressly provided in this Lease, Tenant waives any
rights hereafter  conferred by law to tenants  generally to terminate this Lease
or to quit or surrender the Premises or the Improvements or any portion thereof.

                             Article 4. Fixed Rent.

     4.1 Fixed Rent shall be payable to Landlord,  without notice or demand,  in
equal monthly  installments,  in advance,  on the fifteenth day of each calendar
month during the Term commencing on the Commencement Date and continuing through
and until the Expiration Date.

     4.2 If the  Commencement  Date  shall be  other  than  the  first  day of a
calendar  month,  Fixed Rent for such  month  shall be  pro-rated  on a per diem
basis, and Tenant shall pay such pro-rated amount on the Commencement Date.

     4.3 Additional rent ("Additional  Rent") shall consist of all sums of money
(other  than  Fixed  Rent) as shall  become  due from and  payable  by Tenant to
Landlord  hereunder,  and all


                                       6
<PAGE>

amounts  payable  pursuant  to  Article  5 and  shall be part of the rent due to
Landlord hereunder,  for default in the payment of which Landlord shall have the
same remedies as for a default in the payment of Fixed Rent.

     4.4 Fixed Rent and Additional Rent shall be payable to Landlord by Tenant's
check (subject to  collection)  or by check  (subject to collection)  drawn on a
bank or trust company  having a banking office in the City of New York that is a
member of the New York Clearing House Association, at Landlord's Mailing Address
as set forth in Section  1.6 or at such other place as  Landlord  may  designate
without abatement, deduction or setoff.

     4.5 If Tenant  shall fail to make any  payment of Fixed Rent or  Additional
Rent  within  5 days  of the due  date  thereof,  then,  in  addition  to all of
Landlord's  other  remedies  under this  Lease,  such unpaid  amount  shall bear
interest from the due date thereof until the date paid at the Default Rate.  All
interest  payable under this Section 4.5 shall be  Additional  Rent and shall be
due and payable by Tenant on demand.  The collection by Landlord of any interest
under this Section 4.5 shall not be construed as a waiver of Tenant's obligation
to perform any term, covenant or condition of this Lease nor shall it affect any
other right or remedy of Landlord under this Lease.

     4.6 [Intentionally Omitted]

     4.7  Landlord  and  Tenant  acknowledge  and agree that this Lease is a net
lease. In this regard, Tenant shall be responsible for and shall pay any and all
costs,  expenses  and charges of any nature or kind  whatsoever  relating to the
Premises or Tenant's use and occupation of the Premises throughout the Term, and
Landlord  shall  receive the Fixed Rent  payable to Landlord  hereunder as a net
amount,  without  any  abatement,   deduction,  deferment,  setoff,  defense  or
counterclaim,  except as specifically set forth in this Lease, free and clear of
any other  obligations other than income taxes and obligations such as mortgages
created by Landlord.

                                Article 5. Taxes.

     5.1 Tenant shall pay directly to the taxing authority, as and when the same
become due and payable without penalty, the following  (collectively,  "Taxes"):
(a) all real  property  taxes and  assessments,  and water and sewer charges and
rents,  water meter charges  (including  expenses  incident to the installation,
repair or  replacement  of water  meters),  and all other  governmental  levies,
impositions  or  charges,  ordinary,  extraordinary,   foreseen  or  unforeseen,
applicable to the Premises,  assessed, levied or imposed upon all or any part of
the Premises,  whether or not the same constitutes one or more tax lots, imposed
by any taxing  authority,  now or  hereafter  levied or  assessed,  which,  with
respect to any period  during the Term,  shall be or become due and  payable and
which:  (i) shall be levied,  assessed or imposed on or against the  Premises or
any  interest of Tenant in the  Premises or any  improvements  now or  hereafter
constructed  thereon  (including any taxes or assessments  levied in lieu of the
foregoing  due to a change,  after the date  hereof,  in the method of  taxation
prevailing at the date  hereof);  or (ii) shall be or become liens on or against
the Premises or any  interest of Tenant in the Premises or under this Lease;  or
(iii) shall be levied,  assessed or imposed on or against  Landlord or Tenant by
reason of any actual or asserted  engagement by Landlord or Tenant,  directly or
indirectly, in any business, occupation or other activity in connection with the
Premises; (b) any charges for fire alarm service, sprinkler


                                       7
<PAGE>

supervisory  service,  gas,  electricity,  steam or other  public  utilities  or
similar services  furnished to the Premises or the Improvements  during the Term
to the extent that such charges,  if unpaid,  would result in a lien against the
Premises; and (c) all taxes and assessments that may, during the Term, be levied
or assessed  against any  personal  property  located at the Premises and either
owned by  Tenant  or used by  Tenant in  connection  with the  operation  of the
Premises or the Improvements,  to the extent that such taxes and assessments, if
unpaid, would result in a lien against the Premises.

     5.2 If any Taxes are payable, or may at the option of the taxpayer be paid,
in installments,  Tenant may, whether or not interest shall accrue on the unpaid
balance, pay the same (together with any accrued interest on any unpaid balance)
in installments as each  installment  becomes due and payable,  but in any event
before any fine or penalty is assessed for nonpayment;  and in all events Tenant
shall prepay all  installment  obligations in full on or prior to the Expiration
Date.

     5.3 Any Taxes  relating  to a fiscal  period  of the  taxing  authority,  a
portion  of  which  is  within  the  Term  and a  portion  of  which is prior or
subsequent  to the Term  shall,  whether  or not such Taxes  shall be  assessed,
levied,  imposed or become a lien on the Premises or shall become payable during
the Term, be apportioned between Landlord and Tenant as of the Commencement Date
or the  Expiration  Date,  as the case may be, so that  Landlord  shall pay that
proportion  of the Taxes  which are  attributable  to the  portion of the fiscal
period  occurring prior to the  Commencement  Date or after the Expiration Date,
and  Tenant  shall  pay the  remainder.  If  Tenant  shall  default  beyond  the
expiration of any  applicable  notice or grace period in the payment of any rent
due under this Lease,  then Landlord may offset such unpaid  amount  against any
sums which may be due from Landlord to Tenant pursuant to this Section 5.3.

     5.4 In the event that the law governing contests of Taxes hereafter changes
such that the taxing authority shall require the party desiring to contest Taxes
to pay a deposit or post a bond or other  security  during the  pendency  of the
contest,  then Tenant shall not thereafter  contest Taxes unless Tenant pays the
deposit or posts the bond or other security required by the taxing authority.

     5.5 (a) [Intentionally Omitted]

     (b) Notwithstanding anything in Section 5.4 to the contrary, Landlord shall
have the right (but is not obligated) to prosecute any tax certiorari proceeding
or tax contest proceeding ("Tax  Proceedings") for any tax year prior to the tax
year in  which  the  Commencement  Date  occurs  (the  "Current  Tax  Year")  by
Landlord's  present counsel and to settle any such  proceedings for any tax year
prior to the Current Tax Year without the consent of Tenant; provided,  however,
that Landlord  shall not accept an offer of assessment  reduction for any period
prior to the Commencement  Date which impacts in a manner  detrimental to Tenant
the assessment for any period on or after the Commencement Date without, in each
case, obtaining Tenant's consent (such consent not to be unreasonably withheld).
If  requested by  Landlord,  Tenant shall join as a party  plaintiff in any such
proceedings  and both  Landlord and Tenant shall be  represented  by  Landlord's
counsel in any such Tax  Proceedings.  Tenant shall execute any and all consents
or other documents (including,  without limitation,  a substitution of attorney)
and do any act or thing necessary in connection with the prosecution of such Tax
Proceeding,  as  reasonably


                                       8
<PAGE>

requested  by  Landlord.  Tenant  hereby  irrevocably  constitutes  and appoints
Landlord  as  Tenant's  attorney-in-fact  to  execute  any such  certificate  or
instrument  for and on behalf of Tenant,  such power of attorney  being  coupled
with an interest.  Landlord shall be entitled to any refunds of any Taxes and of
penalties  and interest  thereon  which apply or relate to periods  prior to the
Commencement Date.

     (c) Tenant shall have the right (but is not obligated) to prosecute any Tax
Proceedings  for the Current Tax Year and/or any tax year  thereafter by counsel
of Tenant's  choosing and to settle any such  proceedings  for any such tax year
without the consent of Landlord; provided, however, that Tenant shall not accept
an offer of assessment  reduction for any period from and after the Commencement
Date which impacts in a manner  detrimental  to Landlord the  assessment for any
period  prior  to  the  Commencement  Date  without,  in  each  case,  obtaining
Landlord's  consent (such consent not to be  unnecessarily  withheld).  Any such
contest  may be made by Tenant in the name of Landlord  or Tenant,  or both,  as
Tenant shall deem appropriate.  If requested by Tenant, Landlord shall join as a
party plaintiff in any such  proceedings,  and both Landlord and Tenant shall be
represented by Tenant's counsel in such Tax Proceedings.  Landlord shall deliver
to Tenant, upon demand, receipted tax bills and cancelled checks used in payment
of such  taxes  and  shall  execute  any and all  consents  or  other  documents
(including,  without  limitation,  a substitution of attorney) and do any act or
thing necessary in connection  with the  prosecution of such Tax Proceeding,  as
reasonably  requested by Tenant.  Landlord  hereby  irrevocably  constitutes and
appoints Tenant as Landlord's  attorney-in-fact  to execute any such certificate
or  instrument  for and on behalf of  Landlord,  such  power of  attorney  being
coupled with an  interest.  Tenant shall be entitled to any refunds of any Taxes
and of penalties and interest  thereon which apply or relate to periods included
in the Term.

     (d) If either party  hereto  receives any benefits to which the other party
shall be entitled under this Section 5.5, the party receiving such benefit shall
hold the same in trust for the benefit of the other and promptly  remit the same
to the other.

     5.6  Notwithstanding  anything  herein to the  contrary,  in no event shall
Tenant be required to pay any estate,  inheritance,  succession  or any transfer
tax of Landlord or any income, excess profits or revenue tax on the rent payable
by Tenant under this Lease;  provided,  however,  that if at any time during the
Term the  methods  of  taxation  prevailing  at the  Commencement  Date shall be
altered so that in lieu of or as a  substitute  for any Taxes  which  Tenant has
agreed to pay  pursuant  to Section  5.1,  there  shall be levied,  assessed  or
imposed (a) a tax, assessment, levy imposition or charge, wholly or partially as
a capital levy or  otherwise,  on the rents  received  under this Lease or (b) a
license fee measured by the rent payable by Tenant under this Lease, then Tenant
shall pay the same.

                              Article 6. Utilities.

     6.1  Tenant  shall  pay,  or  cause  to  be  paid,  all  charges  for  gas,
electricity,  light, heat, water, sewerage, steam, air conditioning,  telephone,
protective and other communication services, and for all other public or private
utility  services which shall be used,  rendered or supplied to or in connection
with the  Premises.  Tenant shall repair and maintain any systems and  equipment
used in  connection  therewith,  and  shall  comply  with any  applicable  Legal
Requirements.  Tenant  shall


                                       9
<PAGE>

have the  right at any time  and  from  time to time in its sole  discretion  to
replace or eliminate any utility  services  and/or any systems or equipment used
in connection therewith.

     6.2 Landlord shall have no obligation to provide any services, utilities or
maintenance to the Premises or make any repairs  therein or thereto.  Unless due
to Landlord's  willful acts of commission,  Landlord shall not be liable for (i)
any failure,  interruption or curtailment of services or utilities or for injury
or damage to  persons or  property  in  connection  with the  provision  of such
services or utilities, from any cause whatsoever (including, without limitation,
acts of God) or (ii) any  interference  by any party (other than  Landlord) with
light or other  incorporeal  hereditament,  and no such  failure,  interruption,
curtailment or interference shall constitute an actual or constructive  eviction
or entitle Tenant to an abatement of or offset against rent.

             Article 7. Use of Premises; Certificate of Occupancy .

     7.1 Tenant shall at all times use the Premises for lawful purposes.

     7.2 If (i) a new or amended certificate of occupancy for the Premises shall
be necessary or  desirable in  connection  either with a change of use of all or
any portion of the Premises or with the performance of any  Improvements or (ii)
any  licenses,   permits,   certificates   or  other   approvals,   consents  or
authorizations  shall be necessary or  desirable in  connection  with the lawful
use, occupancy, operation and management of the Premises as the same may be used
or improved  from time to time,  Tenant shall  obtain the same at Tenant's  sole
cost and expense,  and Landlord shall cooperate with Tenant in obtaining any new
or  amended   certificate   of  occupancy  and  any  such   licenses,   permits,
certificates,  approvals, consents and authorizations, to the extent that Tenant
may request  (provided  Tenant shall  reimburse  Landlord for all  out-of-pocket
expenses reasonably incurred in connection  therewith).  Tenant shall not use or
permit the use of the  Premises in a manner that  violates  any  certificate  of
occupancy,  license, permit, certificate,  approval,  consent,  authorization or
Legal  Requirement  at the time in effect with  respect to the  Premises and the
Improvements  constructed  thereon,  or any restrictive  covenant at the time in
effect with respect to the Premises and the Improvements constructed thereon and
which is  hereafter  created by the  exercise of the rights of any  governmental
entity  or public  utility  company  (other  than due to the  voluntary  acts of
Landlord).

                 Article 8. Compliance with Laws and Agreements.

     8.1 Tenant shall, at Tenant's sole cost and expense,  comply with all Legal
Requirements and Insurance  Requirements  affecting the Premises and the use and
occupancy  thereof from and after the Commencement  Date,  including  compliance
with Legal  Requirements  and  Insurance  Requirements  relating  to  structural
repairs or changes  whether or not the need for such  compliance  relates to the
particular use to which the Premises or the Improvements may be put.

     8.2 Tenant may contest by  appropriate  proceedings  the  applicability  or
validity of any Legal  Requirement  or  Insurance  Requirement  and may postpone
compliance during the contest,  provided that: (a) such non-compliance shall not
subject  Landlord to prosecution  for a crime;  (b) if such  non-compliance  may
subject  Landlord  to any  fine  or  penalty  or  result  in any  liens  against
Landlord's  interest  in this  Lease  and,  at the  time of such  contest  (i) a
leasehold  mortgage


                                       10
<PAGE>

encumbers  Tenant's  interest  in the  Premises,  Tenant  shall  comply with the
requirements  of such leasehold  mortgage in connection  with the prosecution of
such contest,  (ii) no leasehold  mortgage  encumbers  Tenant's  interest in the
Premises  but a  Superior  Mortgage  encumbers  the  Real  Property  and/or  the
Premises,  Tenant shall comply with the reasonable requirements of such Superior
Mortgage  in  connection  with  the  prosecution  of such  contest  or  (iii) no
leasehold  mortgage  encumbers Tenant's interest in the Premises and no Superior
Mortgage encumbers the Real Property or the Premises,  then if the fine, penalty
or lien to which Landlord or Landlord's  interest in this Lease might be subject
(as reasonably  estimated by Tenant) shall exceed $50,000 (which amount shall be
Adjusted for Inflation on each 5th anniversary of the Commencement  Date) and if
such contest is not resolved  within 90 days after it is commenced,  then Tenant
shall  provide  security in an amount  reasonably  satisfactory  to pay the cost
either of such  compliance  or of removal any such liens;  and (c) Tenant  shall
prosecute  the  contest  with  due  diligence  and  in  good  faith  to a  final
determination  by a court,  department or governmental  authority or body having
final jurisdiction.

                        Article 9. Hazardous Substances.

     9.1 For the  purposes of this  Lease,  the  following  terms shall have the
following definitions:

     (a) "Hazardous  Materials"  shall mean (i) any toxic substance or hazardous
waste,  substance or related  material,  or any pollutant or  contaminant;  (ii)
radon  gas,  asbestos  in any  form  which  is or  could  become  friable,  urea
formaldehyde  foam  insulation,  transformers  or other  equipment which contain
dielectric fluid  containing  levels of  polychlorinated  biphenyls in excess of
federal, state or local safety guidelines,  whichever are more stringent;  (iii)
any substance, gas, material or chemical which is or may hereafter be defined as
or included in the  definition of "hazardous  substances,"  "toxic  substances,"
"hazardous  materials,"  "hazardous wastes" or words of similar import under any
Legal   Requirement   including  the   Comprehensive   Environmental   Response,
Compensation and Liability Act of 1980, as amended,  42 U.S.C. ss. 9061 et seq.;
the Hazardous  Materials  Transportation  Act, as amended, 49 U.S.C. ss. 1801 et
seq.; the Resource  Conservation and Recovery Act, as amended,  42 U.S.C. S 6901
et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss. 1251
et seq.; and (v) any other chemical, material, gas or substance, the exposure to
or release of which is or may hereafter be  prohibited,  limited or regulated by
any  governmental  or  quasi-governmental  entity having  jurisdiction  over the
Premises  or the  operations  or  activity  at the  Premises,  or any  chemical,
material,  gas or  substance  that  does or may pose a hazard  to the  health or
safety of the occupants of the Premises or the occupants of property adjacent to
the Premises;  provided,  however,  that "Hazardous Materials" shall not include
small amounts of material used for cleaning and maintenance purposes.

     (b) "Environmental Laws" shall mean all Legal Requirements  relating to the
protection of human health or the Environment, including:

          (i)  all  Legal   Requirements   relating  to  reporting,   licensing,
     permitting,   investigation  and  remediation  of  emissions,   discharges,
     Releases  or  Threats  of Release  of  Hazardous  Materials,  into the air,
     surface  water,  groundwater  or  land,  or  relating  to the  manufacture,
     processing,  distribution,  use, treatment, storage, disposal, transport or
     handling of


                                       11
<PAGE>

Hazardous Materials; and

          (ii) all Legal Requirements pertaining to the protection of the health
     and safety of employees or the public.

     (c)  "Environment"  shall mean soil,  surface waters,  groundwaters,  land,
stream sediments, surface or subsurface strata and ambient air.

     (d) "Environmental  Condition" shall mean any condition with respect to the
Environment on or off the Premises,  whether or not yet discovered,  which could
or does result in any Environmental  Damages,  including any condition resulting
from the  operation of the business of any tenant,  subtenant or occupant of the
Premises or that of any other  property owner or operator in the vicinity of the
Premises or any activity or operation formerly conducted by any person or entity
on or off the Premises.

     (e)  "Environmental  Damages"  shall mean all  claims,  judgments,  damages
(including punitive damages),  losses, penalties,  fines, liabilities (including
strict liability),  encumbrances, liens, costs and expenses of investigation and
defense of any claim,  whether or not such is  ultimately  defeated,  and of any
settlement  or judgment,  of whatever  kind or nature,  contingent or otherwise,
matured or unmatured, foreseeable or unforeseeable, any of which are incurred at
any time as a result of (i) the  existence of Hazardous  Materials  on, about or
beneath the Premises or migrating to or from the  Premises,  (ii) the Release or
Threat of Release  of  Hazardous  Materials  into the  Environment  or (iii) the
violation or threatened  violation of any  Environmental  Law  pertaining to the
Premises,  regardless of whether the existence of such Hazardous Materials,  the
Release or Threat of Release of such  Hazardous  Materials  or the  violation or
threatened  violation of such  Environmental Law arose prior to, on or after the
Commencement Date, and including:

          (i)  damages  for  personal  injury,  disease  or death or  injury  to
     property or natural resources  occurring on or off the Premises,  including
     lost  profits,  consequential  damages,  and  the  cost of  demolition  and
     rebuilding of any improvements;

          (ii) diminution in the value of the Premises, and damages for the loss
     of or restriction on the use of the Premises;

          (iii)  fees  incurred  for the  services  of  attorneys,  consultants,
     contractors,   experts,  laboratories  and  all  other  costs  incurred  in
     connection  with  investigation,  cleanup and  remediation,  including  the
     preparation of any  feasibility  studies or reports and the  performance of
     any  cleanup,   remedial,   removal,   abatement,   containment,   closure,
     restoration or monitoring work; and

          (iv)  liability  to any person or entity to  indemnify  such person or
     entity for costs expended in connection  with the items referred to in this
     Section 9.1(e).

     (f)  "Permit"  shall  mean any  environmental  permit,  license,  approval,
consent or  authorization  issued by a federal,  state or local  governmental or
quasi-governmental entity.


                                       12
<PAGE>

     (g)  "Release"  shall  mean  any  releasing,  spilling,  leaking,  pumping,
pouring,  emitting,  emptying,   discharging,   injecting,  escaping,  leaching,
disposing or dumping into the Environment.

     (h) "Threat of Release"  shall mean a  substantial  likelihood of a Release
that requires action to prevent or mitigate  damage to the Environment  that may
result from such Release.

     9.2 Tenant  shall not cause or permit any  Hazardous  Material  to be used,
transported,  stored, released,  handled,  produced or installed in, on or about
the Premises, unless the same are used, transported,  stored, released, handled,
produced or installed in a manner that complies with all Environmental Laws.

     9.3  Tenant  hereby  indemnifies  and  holds  harmless  Landlord,  and  its
directors,  officers,  shareholders,  employees,  successors,  assigns,  agents,
contractors,  experts,  licensees,  affiliates,  lessees,  Superior  Mortgagees,
trustees,  partners,  members, principals and invitees, from and against any and
all Environmental Damages relating to Environmental Conditions which first occur
during the Term.  Tenant's  obligations under this Section 9.3 shall include the
burden and expense of defending all claims, suits and administrative proceedings
(with counsel  chosen by Tenant and approved by Landlord,  which  approval shall
not be  unreasonably  withheld),  even if such claims,  suits or proceedings are
groundless,  false  or  fraudulent,  and  conducting  all  negotiations  of  any
description,  and paying and  discharging,  when and as the same become due, any
and all judgments, penalties or other sums due against the indemnitee.  Tenant's
obligations under this Section 9.3 shall not apply with respect to Environmental
Damages  caused  solely  by  Landlord's  willful  acts of  commission  after the
Commencement Date.

         9.4 If either party receives any notice of a Release, Threat of Release
or  Environmental  Condition  or a notice  with regard to air  emissions,  water
discharges,  noise emissions,  recycling,  violation of any Environmental Law or
any other  environmental,  health or safety matter affecting the Premises or the
other party (an "Environmental  Complaint")  independently or by notice from any
person or entity,  including the United States  Environmental  Protection Agency
and the Tennessee  Department of Environment  and  Conservation,  then the party
receiving  such notice  shall give  immediate  notice of same to the other party
detailing all relevant facts and circumstances.

                              Article 10. Repairs.

     10.1 Tenant shall,  at its sole cost and expense,  throughout the Term take
good  care of the  Premises  and keep the  Premises  in good and safe  order and
condition  and  shall  comply  with any  requirements  relating  to  repair  and
maintenance of the Premises contained in any leasehold mortgage then encumbering
Tenant's  interest in the Premises;  provided,  however,  that for any period of
time during  which no  leasehold  mortgage  encumbers  Tenant's  interest in the
Premises  but a  Superior  Mortgage  encumbers  the  Real  Property  and/or  the
Premises,  Tenant shall comply with the reasonable requirements of such Superior
Mortgage  relating to the repair and  maintenance of the Premises.  Tenant shall
neither  commit nor permit any waste or injury to the  Premises,  and


                                       13
<PAGE>

shall,  at  Tenant's  sole  cost  and  expense,   make  all  necessary  repairs,
restorations   and   replacements,   interior  and  exterior,   structural   and
non-structural,  ordinary and extraordinary,  foreseen and unforeseen, in and to
any  Improvements,  equipment and personal  property now or hereafter erected or
installed in or on the Premises,  including  vaults,  sidewalks,  curbs,  water,
sewer and gas connections,  meters,  pipes and mains, and all other Fixtures now
or hereafter  belonging to,  adjoining or connected with the Premises or used in
the operation  thereof.  All repairs,  restorations  and  replacements  shall be
performed in compliance with all Legal Requirements and Insurance Requirements.

     10.2 Tenant shall keep the sidewalks and curbs adjoining the Premises clean
and free of snow and ice, obstructions and rubbish.

     10.3 Tenant shall permit Landlord and any Superior  Mortgagee,  prospective
Superior Mortgagee or prospective  purchaser of Landlord's  interest in the Real
Property (and the  authorized  representative  of each) to enter the Premises at
all reasonable  times,  during normal business hours, with reasonable notice and
without unreasonable  interference with tenants,  subtenants or occupants of the
Premises, for the purpose of permitting Landlord to exercise any right or remedy
it may have  pursuant  to Article 17 and,  not more often than once in any Lease
Year, for the purpose of inspecting the Premises.

        Article 11. Changes; Improvements; Demolition; New Construction.

     11.1 Tenant may not,  without the prior written consent of Landlord,  raze,
remove or  demolish  any  existing  Improvements  and/or make or  construct  any
Improvements in or to the Premises or on the Real Property.

     11.2 Tenant,  at its expense,  shall (a) obtain all necessary  governmental
permits  and   certificates   for  the   commencement  and  prosecution  of  any
Improvements and for final governmental approval upon completion, (b) deliver to
Landlord  copies of the same and (c) cause the  Improvements  to be performed in
compliance with all applicable Legal  Requirements  and Insurance  Requirements,
and in good and  workmanlike  manner.  Landlord  shall  cooperate with Tenant in
obtaining  any such  permits  and  certificates  to the extent  that  Tenant may
request (provided Tenant shall reimburse Landlord for all out-of-pocket expenses
reasonably incurred in connection therewith).  In confirmation thereof, Landlord
shall  execute  and  deliver  promptly  any permit or  certificate  that  Tenant
reasonably may request and, in connection therewith, Landlord hereby irrevocably
constitutes  and appoints Tenant as Landlord's  attorney-in-fact  to execute any
such permit or certificate for and on behalf of Landlord, such power of attorney
being coupled with an interest.

     11.3 Any and all Improvements,  fixtures, equipment,  appurtenances and any
other property of any kind or nature whatsoever  (collectively,  the "Fixtures")
attached to, built into, or located at the Premises, whether at the Commencement
Date or during the Term, whether or not at the expense of Tenant, may be removed
by  Tenant  at any time and from  time to time and  shall not be deemed to be or
become the property of Landlord.


                                       14
<PAGE>

                        Article 12. Liens and Violations.

     12.1 Landlord  shall not be liable for any labor or materials  furnished or
to be furnished to Tenant upon credit,  and no mechanics,  or other lien for any
such labor or materials  shall attach to or  otherwise  affect any  reversion or
other estate or interest of Landlord in and to the Real  Property,  the Premises
or the Improvements.

     12.2 If any lien shall at any time be filed  against the Premises by reason
of any work,  labor,  services or materials done for, or supplied to, or claimed
to have been done for, or supplied  to,  Tenant or anyone  holding the  Premises
through or under Tenant, Tenant shall cause the same to be discharged of record,
bonded or otherwise secured to the reasonable  satisfaction of Landlord,  within
120 days after the date Tenant receives notice thereof.  If Tenant shall fail to
do so and such.  failure  shall  continue  for 10 days after notice to Tenant by
Landlord,  then,  Landlord  may,  but shall not be  obligated  to,  procure  the
discharge of the same either by paying the amount  claimed to be due, by deposit
in a court of competent  jurisdiction or by bonding, and Landlord may compel the
prosecution of an action for the  foreclosure of such lien by the lienor and pay
the amount of the judgment, if any, in favor of the lienor with interest,  costs
and  allowances.  Any amount paid or deposited by Landlord for any such purpose,
and all other  expenses  of Landlord  (including  reasonable  attorneys'  fees),
together  with  interest  at the Default  Rate from the date paid or  deposited,
shall be deemed Additional Rent and shall be paid by Tenant on demand.

                       Article 13. [Intentionally Omitted]

              Article 14. Damage to or Destruction of the Premises.

     14.1 If any Improvement, furniture, furnishings, Fixtures or other property
now or hereafter  located at the Premises  shall be damaged or destroyed by fire
or other casualty, this Lease shall not be terminated but shall continue in full
force and effect.  Tenant may, but shall not be required to, repair,  replace or
rebuild the Premises or build such other  Improvements  on the Real  Property as
may be permissible pursuant to this Lease.

     14.2 No damage  or  destruction  to the  Premises,  or to any  Improvement,
furniture,  furnishings,  Fixtures or other  property  shall permit  Landlord or
Tenant to terminate  this Lease,  nor shall the same relieve  Landlord or Tenant
from liability hereunder, or effect a reduction or abatement of the rent payable
hereunder,  or  relieve  Landlord  or  Tenant  from  any of such  party's  other
obligations under this Lease.  Landlord and Tenant each waives any rights now or
hereafter  conferred  upon it by statute or  otherwise to terminate or surrender
this  Lease  or to  quit or  surrender  the  Premises,  or to any  reduction  or
abatement of rent, on account of any such damage or destruction.

                           Article 15. Eminent Domain.

     15.1 Should the Premises, or any part thereof or interest therein, be taken
or damaged by reason of any public  improvement,  condemnation or eminent domain
proceeding  or in any other  manner  (collectively,  "Condemnation"),  or should
Tenant receive any written notice regarding such  proceeding,  Tenant shall give
prompt written notice thereof to Landlord and any


                                       15
<PAGE>

Superior  Mortgagee.  Landlord and any Superior Mortgagee may participate in any
such  Condemnation  proceedings,  and Tenant  shall from time to time deliver to
Landlord and any Superior  Mortgagee  all  instruments  reasonably  requested by
Landlord  and any Superior  Mortgagee  in writing to permit such  participation.
Tenant shall, at its expense,  diligently  prosecute in a reasonable  manner any
such proceedings and shall consult with Landlord and any Superior  Mortgagee and
its  attorneys  and experts upon  Landlord and any  Superior  Mortgagee's  prior
written request,  and cooperate in a reasonable manner with them in the carrying
on or defense of any such  proceedings.  All proceeds of Condemnation  awards or
proceeds of sale in lieu of  Condemnation  with  respect to the Premises and all
judgments, decrees and awards for injury or damage to the Premises shall be paid
and  disbursed in the same manner as the  "proceeds"  of insurance in accordance
with Section 19.6. Tenant,  subject to the preceding sentence hereby assigns and
transfers all such proceeds,  judgments,  decrees and awards to Landlord and any
Superior  Mortgagee and agrees to execute such further  assignments  of all such
proceeds,  judgments, decrees and awards, as Landlord and any Superior Mortgagee
may request.  Landlord and any Superior Mortgagee is hereby  authorized,  in the
name of Tenant,  to execute and deliver  valid  acquittance  for,  and to appeal
from, any such judgment,  decree or award.  Landlord and any Superior  Mortgagee
shall not be, in any event or circumstance, liable or responsible for failure to
collect or exercise  diligence in the  collection  of any  proceeds,  judgments,
decrees or awards.

     15.2 (a) Before commencing to repair, restore or rebuild following material
damage to, or destruction of, all or a material portion of the Premises, whether
by fire or other  casualty  or by a taking  under the power of  eminent  domain,
Tenant shall obtain from Landlord and any Superior Mortgagee its apprpval of all
site  and  building  plans  and   specifications   pertaining  to  such  repair,
restoration or rebuilding.

     (b)  Prior  to the  payment  or  application  of  insurance  proceeds  or a
condemnation  or  eminent  domain  award to the  repair  or  restoration  of the
Improvements  as provided in Sections 15.1 and 19.6,  the  following  conditions
precedent shall have been satisfied:

          (i) No Event of Default shall then exist;

          (ii)  Landlord  and any  Superior  Mortgagee  shall  have  been  given
     reasonably  satisfactory  proof  that any  repair  or  restoration  will be
     completed prior to the maturity date of any indebtedness by Landlord to the
     Superior Mortgagee that is secured by this Lease;

          (iii)  Landlord  and any  Superior  Mortgagee  shall  have been  given
     reasonably  satisfactory proof that either the Improvements have been fully
     restored,  or that the  expenditure  of money as may be received  from such
     insurance  proceeds or  condemnation  award will be  sufficient  to repair,
     restore or rebuild the  Premises,  free and clear of all liens,  claims and
     encumbrances, except the lien of any Superior Mortgage;

          (iv) In the event such insurance  proceeds or condemnation award shall
     be  insufficient  to repair,  restore or rebuild the  Improvements,  Tenant
     shall deposit with Landlord and any Superior  Mortgagee  funds or provide a
     performance  bond  equaling  such  deficiency,  which,  together  with  the
     insurance  proceeds or condemnation  award, shall be sufficient to restore,
     repair and rebuild the Improvements; and


                                       16
<PAGE>

          (v) Prior to the  disbursement  of any such  proceeds held by Landlord
     and any  Superior  Mortgagee in  accordance  with the terms of this Section
     15.2 for the cost of any repair,  restoration or  rebuilding,  Landlord and
     any  Superior  Mortgagee  shall be  furnished  with a statement of Tenant's
     architect, certifying the extent of the repair and restoration completed to
     the date thereof, and that such repairs,  restoration,  and rebuilding have
     been  performed  to date  substantially  in  conformity  with the plans and
     specifications approved by Landlord and any Superior Mortgagee and with all
     statutes,   regulations  or  ordinances   (including  building  and  zoning
     ordinances) affecting the Premises; and Landlord and any Superior Mortgagee
     shall be  furnished  with  appropriate  evidence  of  payment  for labor or
     materials  furnished  to the  Premises,  and total or partial  lien waivers
     substantiating such payments.

     (c)  Prior  to the  payment  or  application  of  insurance  proceeds  or a
condemnation award to the repair,  restoration or rebuilding of the Improvements
as provided  in  Sections  1.06 and 1.11,  there  shall have been  delivered  to
Landlord and any Superior Mortgagee such plans and  specifications,  payment and
performance  bonds and  insurance,  in such  amounts,  issued by such company or
companies  and in such  forms  and  substance,  as are  reasonably  required  by
Landlord and any Superior Mortgagee.

     (d) In the  event  Tenant  commences  to  restore,  repair or  rebuild  the
Improvements   and  fails  to  complete  the  repair  or  rebuilding   within  a
commercially  reasonable  time for any reason within the  reasonable  control of
Tenant,  then Landlord and any Superior  Mortgagee,  at its option, and upon not
less than thirty (30) days' written  notice to Tenant,  may commence to restore,
repair or rebuild the said Improvements for or on behalf of Tenant, and for such
purpose,  may perform all necessary acts to accomplish such restoration,  repair
or  rebuilding.  In the event  insurance  proceeds or  condemnation  award shall
exceed the amount necessary to complete the repair, restoration or rebuilding of
the  Improvements,  such  excess  shall be  applied  on  account  of the  unpaid
principal balance any indebtedness by Landlord to any Superior Mortgagee secured
by this Lease irrespective of whether such balance is then due and payable.

                          Article 16. Tenant's Default.

     16.1  Any one or more of the  following  events  shall be  deemed  to be an
"Event of Default":

     (a) If Tenant  shall fail to make any  payment of Fixed Rent or  Additional
Rent for 10 days after notice of such default; or

     (b) If Tenant shall default in the  observance or  performance of any term,
covenant or condition of this Lease on Tenant's part to be observed or performed
(other  than the  covenants  for the  payment of rent) and Tenant  shall fail to
remedy  such  default  within 30 days after the giving of notice by  Landlord to
Tenant of such  default (a "Default  Notice"),  or if such  default is of such a
nature that it cannot  reasonably be remedied  within 30 days,  Tenant shall not
(i) within 30 days  after the giving of a Default  Notice,  advise  Landlord  of
Tenant's  intention to



                                       17
<PAGE>

institute  all  steps  necessary  to remedy  such  default  and (ii)  thereafter
diligently prosecute the same to completion; or

     (c) If Tenant  shall file a voluntary  petition in  bankruptcy  or shall be
adjudicated a bankrupt or insolvent or shall file any petition or answer seeking
any  reorganization,  arrangement,  liquidation,  dissolution  or similar relief
under the present or any future  federal  bankruptcy act or any other present or
future applicable  federal,  state or other statute or law (foreign or domestic)
(collectively,  the  "Bankruptcy  Laws")  or shall  make an  assignment  for the
benefit of creditors or shall seek or consent to or acquiesce in the appointment
of any trustee,  custodian,  receiver or  liquidator  of Tenant or of all or any
part of Tenant's property; or

     (d) If any proceeding is commenced seeking a  reorganization,  arrangement,
liquidation,  dissolution of Tenant or similar relief under the Bankruptcy Laws,
or the appointment of any trustee,  custodian,  receiver or liquidator of Tenant
or all or any part of Tenant's property,  without the consent or acquiescence of
Tenant,  and such proceeding  shall not have been vacated,  discharged or stayed
within 90 days after the  commencement  of a  proceeding,  or any  execution  or
attachment shall be issued against Tenant or any of Tenant's  property  pursuant
to which the  Premises  shall be taken or occupied or  attempted  to be taken or
occupied.

     In any of the events described in (a) through (d) above,  Landlord may give
to Tenant notice (a "Termination  Notice") of Landlord's  intention to terminate
this Lease and the Term at the  expiration of 3 days from the date of the giving
of the Termination  Notice, and this Lease and the Term shall terminate upon the
expiration  of such 3-day  period  with the same  effect as if that day were the
Expiration Date, but Tenant shall remain liable as set forth in this Article 16.

     16.2 If Tenant  shall  default in the payment when due of any rent and such
default  shall  continue  for a period of 10 days  after the giving of a Default
Notice, Landlord may, at Landlord's sole option, in addition to any of its other
rights,  elect to  commence a summary  proceeding  for  failure to pay rent or a
plenary action for the recovery of unpaid rent.

     16.3 If this Lease shall  terminate  as provided in this  Article 16, then:

     (a) Landlord  may,  after the date of  termination,  re-enter the Premises,
without  additional  notice,  either  by  summary  proceedings  or by any  other
applicable action or proceeding (without being liable to indictment, prosecution
or damages),  and may repossess the Premises and dispossess Tenant and any other
persons from the  Premises  and remove any and all of its or their  property and
effects from the Premises,  without liability for damage,  and in no event shall
re-entry be deemed an acceptance of surrender of this Lease; and

     (b) Landlord may relet the Premises  from time to time,  either in the name
of Landlord  or  otherwise,  to such  tenant or tenants,  for such term or terms
ending before, on or after the Expiration Date, at such rental or rentals and on
such other conditions,  which may include  concessions and free rent periods, as
Landlord,  in its  sole  discretion,  may  determine.  Landlord  shall  have  no
obligation  to relet the Premises and shall not be liable for refusal or failure
to relet the Premises,  or, in the event of any such  reletting,  for refusal or
failure to collect any rent due upon any such reletting,  and no such refusal or
failure  shall operate to relieve  Tenant of any  liability


                                       18
<PAGE>

under this Lease or  otherwise to affect any such  liability.  Landlord may make
any repairs, replacements, alterations, additions, improvements, decorations and
other  physical  changes in the  Premises as  Landlord  considers  advisable  or
necessary in connection  with any  reletting,  without  relieving  Tenant of any
liability under this Lease or otherwise affecting any such liability.

     16.4 If this Lease shall terminate as provided in this Article 16, then:

     (a) Tenant shall pay to Landlord all Fixed Rent and Additional  Rent to the
date of termination;

     (b) Landlord shall be entitled to retain all monies, if any, paid by Tenant
to  Landlord,  whether as Fixed Rent,  Additional  Rent or  otherwise,  but such
monies shall be credited by Landlord  against any Fixed Rent or Additional  Rent
due at the time of such termination or against any damages payable by Tenant;

     (c) Tenant shall be liable for and shall pay to Landlord,  as damages,  any
deficiency  between the Fixed Rent and  Additional  Rent  payable for the period
which  otherwise  would  have  constituted  the  unexpired  portion  of the Term
(conclusively  presuming the  Additional  Rent to be the same as was payable for
the year immediately preceding such termination or re-entry) and the net amount,
if any, of rents ("Net Rent") collected under any reletting for any part of such
period or under any subleases with  subtenants  which attorn to Landlord,  after
first  deducting  from  the  rents   collected  all  of  Landlord's   reasonable
out-of-pocket  expenses  in  connection  with the  termination  of this Lease or
Landlord's  re-entry  upon the Premises and in connection  with such  reletting,
including   repossession  costs,   advertising  costs,   brokerage  commissions,
attorneys'  fees,  architects'  fees,  alteration  costs and other  expenses  of
preparing the Premises for such reletting;

     (d)  Any  deficiency  under  Section  16.4(c)  shall  be  paid  in  monthly
installments  by Tenant on the days  specified  in this Lease for the payment of
installments  of Fixed Rent.  Landlord  shall be entitled to recover from Tenant
each  monthly  deficiency  as the same shall  arise,  and no suit to collect the
amount of the  deficiency  for any month  shall  prejudice  Landlord's  right to
collect  the  deficiency  for  any  prior  or  subsequent  month  by  a  similar
proceeding.  Alternatively,  suits for the recovery of such  deficiencies may be
brought by Landlord from time to time at its election;

     (e) Whether or not Landlord shall have collected any monthly  deficiencies,
Landlord shall be entitled to recover from Tenant, and Tenant shall pay Landlord
on demand,  as and for liquidated and agreed final damages and not as a penalty,
a sum equal to the amount by which the Fixed Rent and  Additional  Rent  payable
for the period to the Expiration Date from the latest of the date of termination
of  this  Lease,  the  date  of  re-entry  or the  date  through  which  monthly
deficiencies shall have been paid in full (conclusively presuming the Additional
Rent  to be the  same  as  payable  for  the  year  immediately  preceding  such
termination or re-entry)  exceeds the then fair and  reasonable  rental value of
the Premises for the same period, both discounted at the Default Rate to present
worth. If, before  presentation of proof of such liquidated damages to any court
or tribunal, the Premises or any part thereof, shall have been relet by Landlord
in an arms'  length  transaction  for the  period  which  otherwise  would  have
constituted the unexpired


                                       19
<PAGE>

portion of the Term, or any part thereof, the amount of rent upon such reletting
shall be deemed, prima facie, to be the fair and reasonable rental value for the
part or the whole of the  Premises (as the case may be) so relet during the term
of the reletting;

     (f) In no event shall  Tenant be entitled to receive any excess of Net Rent
under  Section  16.4(c) over the sums  payable by Tenant to Landlord  under this
Article 16;

     (g) All of the right,  title,  estate and  interest of Tenant in and to (i)
the Premises, (ii) all Fixtures,  machinery and supplies on the Premises,  (iii)
all rents, issues and profits of the Premises whether then accrued or to accrue,
and (iv) all insurance policies and all insurance proceeds paid or payable shall
automatically terminate and the right, title, estate and interest of Tenant, its
successors in interest and assigns in and to all such  property  shall belong to
Landlord, without further action on the part of either party and without cost or
charge to Landlord; and

     (h) Landlord  shall be entitled to possession of the Premises free from any
estate or interest of Tenant.

     16.5  Tenant,  on its own  behalf  and on  behalf of all  persons  claiming
through or under Tenant, including all creditors,  waives any and all rights and
privileges  under law which Tenant and all such persons may then have to (a) the
service  of any  notice  (other  than  any  notice  provided  for in this  Lease
including,  without limitation,  in this Article 16) of intention to re-enter or
to  institute  legal  proceedings  to that end,  (b)  redeem the  Premises,  (c)
re-enter or repossess the Premises,  or (d) restore the operation of this Lease,
after  Tenant  shall have been  dispossessed  by a judgment or by warrant of any
court or judge,  or after any re-entry by Landlord,  or after any  expiration or
termination  of this  Lease and the Term,  whether  such  dispossess,  re-entry,
expiration  or  termination  shall be by  operation  of law or  pursuant  to the
provisions of this Lease. The words  "re-enter,"  "re-entry" and "re-entered" as
used in this Lease shall not be deemed to be restricted to their technical legal
meanings.

     16.6 If, after the  occurrence of an Event of Default for Tenant's  failure
to make any payment of Fixed Rent or Additional  Rent,  Landlord  shall obtain a
judgment from a court of competent jurisdiction for the defaulted amount, Tenant
shall pay to  Landlord,  within 5 days  after  notice  thereof,  such  defaulted
amount,  together  with any amount due pursuant to Section  16.7,  with interest
thereon  from the date of such  default  to the date paid at the  Default  Rate.
Tenant  shall pay such  defaulted  amount,  together  with any amounts  owing to
Landlord pursuant to Section 16.4 and such interest, to Landlord prior to paying
any  outstanding  principal,  interest or other  charges  owed to any  leasehold
mortgagee  and the lien of such  judgment  shall be  superior to the lien of any
leasehold mortgage.

     16.7 If suit shall be brought for the recovery of Fixed Rent or  Additional
Rent or any other amount due under the  provisions of this Lease,  or because of
any Event of Default,  Tenant  shall pay to  Landlord  all  expenses  reasonably
incurred for the suit, including attorneys, fees and disbursements.

     16.8  Landlord and Tenant waive trial by jury in any action,  proceeding or
counterclaim  brought by either of the  parties  against the other in any matter
arising out of or in any way


                                       20
<PAGE>

connected with this Lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises,  any claim of injury or damage,  and any emergency
statutory  or any  other  statutory  remedy.  Tenant  shall  not  interpose  any
counterclaim  in a summary  proceeding  or in any action based on  nonpayment by
Tenant of Fixed  Rent or  Additional  Rent,  unless  failure  to  interpose  the
counterclaim  would preclude Tenant  asserting the claim which is the subject of
the counterclaim in a separate action.

        Article 17. Landlord's Right To Cure Defaults; Fees and Expenses.

     17.1 If Tenant shall default beyond the expiration of any applicable notice
or grace period in the  performance  of any  covenant,  provision,  agreement or
condition of this Lease, then Landlord,  without  liability to Tenant,  may (but
shall not be obligated),  after 10 days' notice to Tenant (or without notice if,
in Landlord's  reasonable judgment,  an emergency exists),  perform the same for
the account and at the expense of Tenant.  Any amounts paid in  connection  with
the  foregoing,  together  with  interest at the Default  Rate,  shall be deemed
Additional Rent and shall be payable by Tenant on demand.

               Article 18. Assignment, Mortgaging and Subletting.

     18.1 Tenant may not, without  Landlord's prior written consent:  (i) assign
this  Lease to any  person or entity or (ii)  sublet  all or any  portion of the
Premises  or (iii)  encumber  Tenant's  interest  in this Lease with a leasehold
mortgage or otherwise,  provided,  however,  that nothing herein shall interfere
with or adversely  affect Tenant's rights to grant easements or otherwise convey
or  transfer  interests  in the  Premises  to utility  companies,  railroads  or
governmental authorities which (a) do not detract from the value of the Premises
or  impair  its use in the  ordinary  conduct  of  business  or (b) in  Tenant's
reasonable  judgment,  enhance operational  capabilities or otherwise benefit or
add value in respect of the Premises.

     18.2 [Intentionally Omitted]

     18.3 [Intentionally Omitted]

     18.4 [Intentionally Omitted]

     18.5 Every sublease and mortgage shall be subject to the express  condition
that  Landlord  shall not at any time incur any personal  liability  thereunder.
Every  sublease  shall be subject to the  express  condition  that if this Lease
should be terminated  prior to the Expiration Date or if Landlord should succeed
to Tenant's  estate in the Premises,  then (i) the subtenant shall attorn to and
recognize  Landlord as the  subtenant's  landlord  under the sublease,  upon and
subject to the  then-executory  terms and  conditions  of the  sublease and (ii)
provided the subtenant is not in default beyond any  applicable  notice and cure
periods of any of its obligations  under its sublease,  Landlord shall agree not
to disturb the  subtenant  (and  Landlord and the  subtenant  shall  execute and
deliver  any  instrument  reasonably  requested  by the other to  evidence  such
attornment and  non-disturbance)  if a leasehold mortgagee shall also grant such
nondisturbance to such subtenant.

     18.6  Notwithstanding  any assignment and assumption by the assignee of the
obligations


                                       21
<PAGE>

of Tenant  under this Lease,  Tenant (and each  successor  in interest to Tenant
pursuant to this Article 18),  shall remain  jointly and severally  liable (as a
primary  obligor)  with  its  assignee  and  all  subsequent  assignees  for the
performance of Tenant's obligations under this Lease.

     18.7 No assignment of this Lease shall be binding upon Landlord  unless the
assignee shall execute and deliver to Landlord an agreement, in recordable form,
whereby the assignee agrees unconditionally to be bound by and to perform all of
the  obligations  of Tenant  under  this  Lease,  and  further  agrees  that the
provisions of this Article 18 shall be binding upon any assignee with respect to
all future  assignments  and transfers.  A failure or refusal of the assignee to
execute or deliver  such an agreement  shall not release the  assignee  from its
liability for the  obligations  of Tenant under this Lease assumed by acceptance
of the assignment of this Lease.

     18.8 [Intentionally Omitted]

     18.9 [Intentionally Omitted]

     18.10 The term  "Tenant" as used in this Lease  shall mean Tenant  named in
this Lease, and from and after any valid  assignment,  sale or other transfer of
Tenant's  interest  under this Lease  pursuant to the provisions of this Article
18, shall mean the assignee,  purchaser or transferee (subject, in any event, to
the provisions of Section 18.6).

                             Article 19. Insurance.

     19.1  Throughout the Term,  Tenant shall, at its sole cost and expense keep
the Improvements insured under an "all risk" extended coverage form of insurance
policy containing both a replacement cost and an agreed amount endorsement,  and
against all other  hazards as  reasonably  may be  required by Landlord  and any
Superior Mortgagee,  which may include,  without  limitation,  insurance against
loss  or  damage  by  flood  and  earthquake.   If  any  structures  within  the
Improvements  are within a special flood hazard area or earthquake  hazard area,
Tenant is required to obtain insurance against such hazard in form,  content and
amounts  reasonably  approved  by  Landlord  and  any  Superior  Mortgagee.  All
insurance shall be in form, content and amounts reasonably  approved by Landlord
and any  Superior  Mortgagee  and written by an  insurance  company or companies
reasonably  approved by Landlord  and any Superior  Mortgagee.  The policies for
such  insurance  shall  have  on  the  Improvements  attached  thereto  standard
mortgagee  clauses  in  favor  of  and  permitting  Landlord  and  any  Superior
Mortgagee,  subject to the  provisions  of Section  19.6, to collect any and all
proceeds  payable under all such  insurance.  All such policies  shall contain a
30-day notice of  cancellation  or of change in coverage  clause in favor of the
Landlord and any Superior  Mortgagee,  and such  policies,  or certified  copies
thereof,  shall be delivered to and held by Landlord and any Superior Mortgagee.
Tenant shall also carry public liability  insurance  protecting Landlord and any
Superior  Mortgagee  against  liability  for  injuries to persons  and  property
occurring  in, on or  adjacent  to the  Premises,  in form and  amounts and with
companies reasonably  satisfactory to Landlord and any Superior Mortgagee,  with
the policy or policies  evidencing  such  insurance to contain a thirty (30) day
notice of  cancellation or of change in coverage clause in favor of Landlord and
any Superior Mortgagee. Tenant shall not carry separate insurance, concurrent in
kind or form and contributing in the event of loss, with any insurance  required
herein, without the consent of


                                       22
<PAGE>

Landlord and any Superior Mortgagee.

     19.2 If Tenant  shall fail to obtain or  maintain  in effect any  insurance
required  under Section 19.1,  Landlord may (but shall not be obligated  to), if
such failure  continues  for 10 days after  notice by Landlord to Tenant  (which
notice expressly refers to this Section 19.2 and states that Landlord intends to
obtain and pay for such insurance), obtain and pay for such insurance and Tenant
shall  reimburse  Landlord  for the  reasonable  out-of-pocket  cost  thereof as
provided in Section 17.1.

     19.3  Tenant  shall not violate or permit any  occupant of the  Premises to
violate any of the  conditions or provisions  of any  insurance  policy.  Tenant
shall perform and satisfy the requirements of the insurers writing such policies
so that at all times insurers  meeting the requirements of Section 19.1 shall be
willing to write or continue such insurance.

     19.4 [Intentionally Omitted]

     19.5  All  policies  of  insurance  shall be  issued  by  companies  with a
financial rating reasonably  satisfactory to Landlord and any Superior Mortgagee
and in amounts in each company as may be reasonably satisfactory to Landlord and
any Superior Mortgagee.  All policies of insurance shall have attached thereto a
lender's  loss payable and  additional  insured  endorsement  for the benefit of
Landlord and any Superior Mortgagee in form reasonably  satisfactory to Landlord
and any  Superior  Mortgagee,  shall  contain a standard  waiver of  subrogation
clause and shall contain such other endorsements,  terms and provisions as shall
be reasonably satisfactory to Landlord and any Superior Mortgagee.  All policies
of insurance  required  under this Lease may be carried under  blanket  policies
held by Tenant or any of its  affiliates.  If  requested,  Tenant shall  furnish
Landlord and any  Superior  Mortgagee  with a certified  copy of all policies of
required insurance.  At least ten (10) days prior to the expiration of each such
policy,  Tenant shall furnish Landlord and any Superior  Mortgagee with evidence
satisfactory  to Landlord and any  Superior  Mortgagee  of the  reissuance  of a
policy  continuing  insurance  in  force as  required  by this  Lease.  All such
policies  shall  contain a provision  that such  policies  will not be canceled,
materially  modified or amended  (including any reduction in the scope or limits
of coverage), without thirty (30) days' prior written notice to Landlord and any
Superior  Mortgagee.  Neither  Landlord  nor any  Superior  Mortgagee  shall  be
responsible  for the  solvency  of any company  issuing any policy of  insurance
pursuant  hereto  whether or not  approved by it, or for the  collection  of any
amounts due under any such policy, and shall be responsible and accountable only
for such money as may be actually  received  by it, and then only in  accordance
with the terms  hereof.  Nothing  contained  herein shall be construed as making
Landlord or any  Superior  Mortgagee  liable in any way for any loss,  damage or
injury resulting from the failure to insure the Premises.

     19.6 After the  occurrence  of any  casualty  to the  Premises  or any part
thereof,  Tenant  shall give prompt  written  notice  thereof to  Landlord,  any
Superior  Mortgagee  and each insurer  after Tenant  becomes  aware  thereof and
submit a claim to insurer for payment of insurance  proceeds with a copy of such
claim sent by Tenant to Landlord and any Superior Mortgagee. Such casualty shall
not affect the  obligations of Tenant  hereunder,  and Landlord and any Superior
Mortgagee is authorized  at its option to compromise  and settle all loss claims
if not


                                       23
<PAGE>

adjusted promptly by Tenant in a manner reasonably  satisfactory to the Landlord
and any Superior Mortgagee.  All proceeds of insurance paid or payable under any
insurance policy (the  "proceeds")  shall be paid to Landlord (or instead to any
Superior  Mortgagee)  for the benefit of Tenant,  and each insurer of all or any
portion of the  Premises is hereby  authorized  and directed to make payment for
any such loss  directly to Landlord (or instead to any Superior  Mortgagee)  for
the benefit of Tenant. Any proceeds shall be applied first to the payment of all
reasonable costs and expenses incurred by Landlord and any Superior Mortgagee in
obtaining  such proceeds to the extent not  previously  reimbursed by Tenant and
then  will be made  available  to  Tenant  to  permit  repair,  restoration  and
rebuilding  of the Premises in  accordance  with and subject to Tenant's  strict
compliance  with the  provisions of Section 15.1.  However,  in the event Tenant
chooses not to repair, restore or rebuild or Landlord or any Superior Mortgagee,
based upon its sole discretion reasonably  exercised,  determines that it is not
economically  feasible to repair,  restore or rebuild such property,  whether or
not Tenant chooses to repair,  restore or rebuild such  property,  such proceeds
shall be payable to Landlord and/or any Superior  Mortgagee,  as their interests
may appear.  Nothing  contained  in this Lease shall be deemed to excuse  Tenant
from  repairing or  maintaining  the Premises as provided  herein and in Section
10.1. The  application  or release by Landlord or any Superior  Mortgagee of any
proceeds shall not cure or waive any Event of Default or notice of default under
this Lease or  invalidate  any act done  pursuant to such  notice  except to the
extent that such application or release cures the Event of Default.

                  Article 20. Nonliability and Indemnification.

     20.1 Tenant shall  indemnify and hold Landlord,  its employees,  agents and
contractors harmless from all loss, cost,  liability,  claim, damage and expense
(including reasonable attorneys,  fees and disbursements),  penalties and fines,
incurred  in  connection  with or arising  from (a) any default by Tenant in the
observance or performance  of any of the terms,  covenants or conditions of this
Lease, (b) the use or occupancy or manner of use or occupancy of the Premises or
(c) any acts,  omissions  or  negligence  of Tenant or any such  person,  or the
contractors, agents, servants, employees, visitors or licensees of Tenant or any
such  person,  in or about  the  Premises,  including  any  acts,  omissions  or
negligence in the making or performing of any repairs, restoration,  alterations
or improvements,  unless such loss, cost,  liability,  claim,  damage or expense
arises solely due to the gross  negligence or willful  misconduct after the date
of this Lease of Landlord, its employees, agents or contractors.

     20.2  If  any  action  or  proceeding  is  commenced  against  Landlord  in
connection with or arising out of any of the matters for which Tenant has agreed
to  indemnify  Landlord  pursuant  to Section  20.1,  Tenant,  upon  Notice from
Landlord, at Tenant's sole cost and expense, shall resist and defend such action
or proceeding with counsel selected by Tenant's  insurance  company and paid for
by Tenant's  insurance company or by Tenant, or other reputable counsel selected
and paid for by Tenant or Tenant's insurance company.  If Landlord has been made
a party to such action or  proceeding,  Landlord,  at  Landlord's  sole cost and
expense,  shall be entitled  to appear,  defend or  otherwise  take part in such
matter by counsel of its  choosing,  provided that such  appearance,  defense or
other  taking  part does not limit or render void any  insurance  of Landlord or
Tenant in respect of the  subject  matter of such action or  proceeding.  In the
case of any claim to which  Landlord  has been made a party and for which Tenant
has not  indemnified  Landlord  pursuant  to  Section  20.1,  Tenant  shall  not
compromise  or settle such claim without  Landlord's  approval,  which


                                       24
<PAGE>

approval shall not be unreasonably withheld, delayed or conditioned.

     20.3  Any  amounts  payable  by  Tenant  under  this  Article  20  shall be
Additional Rent and shall be payable by Tenant to Landlord upon demand.

     20.4 [Intentionally Omitted]

     20.5 [Intentionally Omitted]

     20.6  Notwithstanding  anything to the  contrary  contained  in this Lease,
Tenant  shall look only to  Landlord's  estate in the  Premises (or any proceeds
thereof)  for the  satisfaction  of Tenant's  remedies for the  collection  of a
judgment (or other judicial process)  requiring the payment of money by Landlord
in the event of any default by Landlord under this Lease,  and no other property
or  assets of  Landlord  or its  officers,  directors,  shareholders,  partners,
members or principals, disclosed or undisclosed, shall be subject to levy, lien,
attachment,  execution or other  enforcement  procedure for the  satisfaction of
Tenant's remedies under or with respect to this Lease.

                       Article 21. Surrender; End of Term.

     21.1  Tenant  shall,  on or before  the  Expiration  Date or on the  sooner
termination  of the Term,  peaceably and quietly leave and surrender to Landlord
the Premises,  together with any Improvements which may have been made or placed
upon the Premises,  excluding in any event movable  furniture,  movable personal
property  or  movable  trade  fixtures  put in at the  expense  of Tenant or its
subtenants.  All  property  removable by Tenant or  subtenants  pursuant to this
Article  21 which  shall not be  removed  by  Tenant on or before  the date when
Tenant shall vacate and  surrender  the  Premises  shall be deemed  abandoned by
Tenant.

     21.2 If Tenant  remains in possession of the Premises  after the Expiration
Date,  Tenant,  at the option of Landlord,  shall be deemed to be occupying  the
Premises as a Tenant from month to month, at a monthly rental equal to two times
the monthly installment of Fixed Rent payable during the last month of the Term,
and upon and subject to all the other conditions,  provisions and obligations of
this Lease,  including,  without  limitation,  the  obligation to pay Additional
Rent.

                    Article 22. Subordination and Attornment.

     22.1 This Lease and all rights of Tenant in the  Premises  are and shall be
subject and subordinate in all respects to (a) all Superior Mortgages,  (b) each
and every  advance to be made under any Superior  Mortgage and (c) all renewals,
modifications,    replacements,   substitutions,   extensions,   spreaders   and
consolidations  of any Superior  Mortgage.  The  provisions of this Section 22.1
shall be  self-operative  and no further  instrument of  subordination  shall be
required.  In confirmation of such subordination,  Tenant shall promptly execute
and deliver, without charge, an instrument, in recordable form, that Landlord or
a Superior Mortgagee may reasonably request to evidence such subordination.

     22.2 If any Superior  Mortgagee shall become the owner of the Premises as a
result of  foreclosure  of its  Superior  Mortgage  or through a deed in lieu of
foreclosure,  or as a Superior


                                       25
<PAGE>

Mortgagee  in  possession,  then (i) Tenant shall  attorn to and  recognize  the
Superior  Mortgagee as Tenant's  Landlord under this Lease,  upon and subject to
the  then-executory  terms and conditions of this Lease and (ii) provided Tenant
is not in default  beyond any  applicable  notice and cure periods of any of its
obligations  under this Lease,  the  Superior  Mortgagee  shall agree (A) not to
disturb  Tenant  (it  being  agreed  that  naming  Tenant  as a  defendant  in a
foreclosure  action  for  procedural   purposes  only  shall  not  be  deemed  a
disturbance  of  Tenant),  (B) to  recognize  Tenant as tenant  under all of the
then-executory  terms and  conditions of this Lease and (C) not to reduce any of
Tenant's  rights or increase any of Tenant's  obligations  under this Lease (and
the  Superior  Mortgagee  and Tenant  shall  execute and deliver any  instrument
reasonably requested by the other to evidence such attornment,  non-disturbance,
recognition and agreement). The foregoing provisions shall apply notwithstanding
that, as a matter of law, this Lease may terminate  upon the  foreclosure of any
Superior Mortgage;  shall be self-operative upon any such demand; and no further
instrument  shall be required to give effect to said  provisions.  Tenant agrees
that no Superior  Mortgagee  or  purchaser  at a  foreclosure  sale shall be (a)
liable  for any  previous  act or  omission  of  Landlord,  (b)  subject  to any
counterclaim,  defense  or offset  which  shall have  accrued to Tenant  against
Landlord,  or (c) bound by any  previous  modification  of this  Lease or by any
prepayment  of more than one month's  Fixed Rent,  unless such  modification  or
prepayment shall have been approved in writing by the Superior Mortgagee through
or by reason of which  such  purchaser  shall  have  succeeded  to the rights of
Landlord under this Lease.

     22.3 If any act or  omission  by  Landlord  shall give  Tenant the right to
terminate  this Lease or to claim a partial or total  eviction or  abatement  of
rent,  Tenant will not  exercise any such right until (a) it has given notice of
such act or omission to all  Superior  Mortgagees,  addressed  to such  Superior
Mortgagees at the last addresses furnished to Tenant and (b) a period of 30 days
for remedying  such act or omission  shall have elapsed  following the giving of
such notice during which no such  Superior  Mortgagee  shall have  commenced and
continued  to remedy such act or  omission or to cause the same to be  remedied,
provided  that within such 30-day  period  such  Superior  Mortgagee  shall have
delivered  to Tenant its  written  agreement  to  commence to remedy such act or
omission or to cause the same to be remedied.

                              Article 23. Notices.

     23.1 Any bill, notice,  request,  consent,  approval or other communication
("Notice")  given or made hereunder to be effective shall be in writing (whether
or not so stated in the applicable provisions of this Lease) and either (a) sent
by registered or certified mail, return receipt requested,  postage prepaid,  or
(b) delivered in person or by overnight courier,  with receipt  acknowledged to,
in the case of Tenant, to Tenant's Mailing Address, and in the case of Landlord,
to Landlord's  Mailing Address,  or to such other address for such party as such
party shall  hereafter  designate by Notice given to the other party pursuant to
this Section  23.1.  Each Notice mailed shall be deemed to be given on the third
day following  the date of mailing the same and each Notice  delivered in person
or by  overnight  courier  shall be deemed to be given  when  delivered  or upon
refusal to accept delivery.

     23.2  Notices  given by  counsel  shall be  deemed to be valid  notices  if
addressed and sent in accordance with the provisions of this Article 23.

                      Article 24. [Intentionally Omitted].

                                       26
<PAGE>

     24.1 [Intentionally Omitted]

     24.2 [Intentionally Omitted]

     24.3 [Intentionally Omitted]

     24.4 [Intentionally Omitted]

     24.5 [Intentionally Omitted].

                       Article 25. Quiet Enjoyment; Title.

     25.1 Landlord  covenants and agrees that Tenant shall have quiet  enjoyment
of the Premises without  hindrance or molestation by Landlord or anyone claiming
by, through or under Landlord, subject to the provisions of this Lease.

     25.2  Landlord  represents  and  covenants  that  there  are no  agreements
(written or oral) in the nature of licenses, permits, franchises, concessions or
occupancy agreements affecting the Premises to which Landlord is a party.

                       Article 26. [Intentionally Omitted]

                             Article 27. Brokerage.

     27.1  Landlord  and  Tenant  each  represents  to  the  other  that  in the
negotiation  of this Lease it dealt with no brokers.  Landlord  and Tenant shall
each  indemnify  and hold  harmless the other party from and against any and all
liabilities,  claims,  losses,  damages,  costs and expenses  arising out of any
inaccuracy  or  alleged  inaccuracy  of  the  above  representation,   including
reasonable attorneys, fees and disbursements.  The provisions of this Article 27
shall survive the termination of this Lease.

                 Article 28. Estoppel Certificates; Memorandum.

     28.1 Landlord and Tenant each agrees that from time to time,  upon 10 days'
notice from the other party,  it will  execute,  acknowledge  and deliver to the
other party a statement in writing certifying and stating (a) that this Lease is
unmodified  and in full force and effect,  or if there have been  modifications,
that  this  Lease is in full  force and  effect as  modified  and  stating  such
modifications,  (b) the dates to which the Fixed Rent and  Additional  Rent have
been paid and the  current  amount  thereof,  (c)  whether  or not,  to the best
knowledge of the signer, the other party is in default in keeping,  observing or
performing any term, covenant,  or condition contained in this Lease and, if so,
specifying  the nature of each such  default,  (d) whether the signing party has
made any claim  against  the other party under this Lease and, if so, the nature
and the dollar  amount,  if any,  of such  claim,  (e)  whether  there exist any
offsets or defenses  against  enforcement of any of the terms of this Lease upon
the part of the signing party to be performed  and, if so,  specifying  the same
and (f) such further  information  with respect to this Lease or the Premises as
the other party


                                       27
<PAGE>

may reasonably  request, it being intended that any statement delivered pursuant
to this Article 28 shall be binding on the signing  party and may be relied upon
by the other party,  any  prospective  purchaser or mortgagee of the Premises or
any prospective assignee or mortgagee of this Lease or Tenant's interest therein
or any prospective subtenant of the Premises.

                           Article 29. Parties Bound.

     29.1 Subject to the provisions of Section 2.26, this Lease shall be binding
upon,  and shall  inure to the  benefit  of,  Landlord  and its  successors  and
assigns.  This Lease shall be binding  upon,  and shall inure to the benefit of,
Tenant and its successors and assigns.

                           Article 30. Miscellaneous.

     30.1 The Article  headings in this Lease are  inserted  only as a matter of
convenience  in reference and are not to be given any effect in  construing  any
provision of this Lease.  All  references in this Lease to Article,  Section and
paragraph numbers shall be deemed to refer to Articles,  Sections and paragraphs
of this Lease unless otherwise stated.

     30.2  Neither  this  Lease nor any  provision  of this Lease may be waived,
changed,  cancelled,  modified or discharged orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver,  change,
cancellation,  modification  or  discharge  is sought.  All  understandings  and
agreements between Landlord and Tenant are merged in this Lease which represents
the entire  agreement  between the parties and which fully and  completely  sets
forth all terms and conditions of the transactions embodied in this Lease.

     30.3 If any term or  provision  of this  Lease or any  portion of a term or
provision of this Lease or the  application of any such term or provision to any
person or circumstance  shall, to any extent, be invalid or  unenforceable,  the
remainder of this Lease, or the application of such term or provision to persons
or  circumstances   other  than  those  as  to  which  it  is  held  invalid  or
unenforceable,  shall not be affected, and each term and provision of this Lease
shall be valid and be enforced to the fullest extent permitted by law.

     30.4 [Intentionally Omitted]

     30.5 All the  provisions  of this Lease shall be deemed and construed to be
"conditions" as well as "covenants," as though the words specifically expressing
or importing  covenants and conditions  were used in each separate  provision of
this Lease.

     30.6 The terms  "include"  and  "including"  as used in this Lease shall be
construed as terms of illustration and not terms of exclusion.

     30.7 In any case in which  Landlord's  consent or approval is  permitted or
required  to be  obtained  under this  Lease,  Landlord  shall not  unreasonably
withhold, delay or condition such consent or approval.

     30.8 Words of any gender in this Lease  shall be held to include  any other
gender and


                                       28
<PAGE>

words in the singular number shall be held to include the plural where the sense
requires.

     30.9 This Lease shall be governed by the internal  laws of the State of New
York, without regard to principles of conflicts of law.

     30.10 (a)  Landlord  and Tenant  acknowledge  and agree  that all  disputes
arising,  directly  or  indirectly,  out of or  relating  to this  Lease and all
actions to enforce this Lease shall be dealt with and  adjudicated  in the state
courts of New York or the federal  courts  sitting in New York, and Landlord and
Tenant  each  hereby   expressly  and   irrevocably   submits  to  the  personal
jurisdiction of such courts in any suit, action or proceeding arising,  directly
or indirectly, out of or relating to this Lease or in any action to enforce this
Lease.  So far as is permitted  under  applicable  law, this consent to personal
jurisdiction shall be self-operative and no further instrument or action,  other
than service of process shall be necessary in order to confer  jurisdiction upon
the person of Landlord or Tenant in any such court.

     (b) Provided that service of process is properly  effected upon such party,
Landlord and Tenant each irrevocably  waives, to the fullest extent permitted by
law, and agrees not to assert,  by way of motion,  as a defense or otherwise (i)
any  objection  which it may  have to the  venue of any  such  suit,  action  or
proceeding  brought in such a court as is mentioned in this Section 30.10,  (ii)
any claim that any suit,  action or proceeding  brought in such a court has been
brought in an  inconvenient  forum or (iii) any claim that it is not  personally
subject to the jurisdiction of such a court.

     30.11 The receipt or  acceptance  by Landlord of rent with  knowledge  of a
breach by Tenant of any term of this Lease shall not be deemed to be a waiver of
such  breach.  No receipt by Landlord of a lesser  amount than the correct  rent
shall be deemed to be other than a payment on account, nor shall any endorsement
or  statement  on any  check or any  accompanying  letter be deemed to effect or
evidence  an accord and  satisfaction,  and  Landlord  may accept  such check or
payment  without  prejudice to  Landlord's  right to recover the balance of such
rent payable or to pursue any other right or remedy of Landlord provided in this
Lease or permitted by law.

     30.12 The failure of Landlord or Tenant to insist in any instance  upon the
strict  performance  of any term of this Lease,  or to exercise any right herein
contained,  shall not be construed as a waiver or relinquishment  for the future
of the  performance  of such  obligation  or of the right to  exercise  any such
right,  but the same shall  continue  and  remain in full force and effect  with
respect to any subsequent breach, act or omission.

     30.13 No acceptance  by Landlord of keys shall operate as a termination  of
this Lease or a surrender  of the Premises or this Lease,  and any  agreement to
accept a  surrender  of all or any part of the  Premises  or this Lease shall be
valid only if in a writing signed by Landlord.

     30.14 Each right and remedy of  Landlord  and Tenant  provided  for in this
Lease shall be cumulative and shall be in addition to every other right provided
for in this Lease or now or hereafter  existing at law or in equity,  by statute
or  otherwise,  and the  exercise or  beginning  of the  exercise by Landlord or
Tenant of any one or more of such rights shall not preclude the  simultaneous or
later  exercise by such party of any or all other  rights  provided  for in this
Lease or mow or hereafter existing at law or in equity, by statute or otherwise.


                                       29
<PAGE>

     30.15 Each term,  covenant,  agreement,  obligation and other  provision of
this Lease on the part of either Landlord or Tenant to be observed and performed
shall be deemed and  construed  as a separate  and  independent  covenant of the
party  required to observe or perform  the same,  not  dependent  upon any other
term, covenant, agreement, obligation or provision of this Lease.

     30.16 This Lease shall be construed  without  regard to any  presumption or
other rule  requiring  construction  against the party  causing this Lease to be
drafted. In the event of any action,  suit,  arbitration,  dispute or proceeding
affecting the terms of this Lease,  no weight shall be given to any deletions or
striking  out of any of the terms of this Lease  contained in any drafts of this
Lease and no such deletion,  strike-out or drafts shall be entered into evidence
in any such  action,  suit,  arbitration,  dispute or  proceeding  nor given any
weight therein.

     IN WITNESS WHEREOF,  Landlord and Tenant have executed this Lease as of the
day and year first above written.

                                               SUPER AMERICAN TISSUE MILLS
                                               OF TENNESSEE LLC

                                               By:/s/ Mehdi Gabayzadeh
                                                  -----------------------------
                                               Name:  Mehdi Gabayzadeh
                                               Title: Manager


                                               AMERICAN TISSUE MILLS OF
                                               TENNESSEE LLC

                                               By:/s/ Mehdi Gabayzadeh
                                                  -----------------------------
                                               Name:  Mehdi Gabayzadeh
                                               Title: Manager



                                       30
<PAGE>

                                    Exhibit A


                  Metes and Bounds Description of the Premises


<PAGE>

                                    EXHIBIT A

                        Property Description - Parcel "A"

Being Parcels 1 through 4 of the Kimberly-Clark Corporation property, of record
in Book 1921, Page 121 at the Shelby County Register's Office, located in
Memphis, Tennessee and being more particularly described as fellows:

Beginning at the intersection of the north line of Pear Avenue (64 foot
right-of-way) and the west line of the Illinois Central Railroad (50 foot
right-of-way); thence north 87 degrees 34 minutes 24 seconds west along the said
north line of Pear Avenue a distance of 992.22 feet to a point of transition in
said Pear Avenue, from a 64.00 foot right of way to a 66.00 foot right of way;
thence north 03 degrees 33 minutes 36 seconds east along the east line of Minnie
Street (now closed) a distance of 488.00 feet to a point; thence north 87
degrees 25 minutes 44 seconds west a distance of 185.30 feet to a point; thence
north 50 degrees 09 minutes 14 seconds east a distance of 27.10 feet to a point;
thence north 17 degrees 29 minutes 57 seconds, west a distance of 26.26 feet to
a point; thence north 50 degrees 09 minutes 14 seconds east a distance of 385.85
feet to a point; thence north 02 degrees 18 minutes 41 seconds East a distance
of 870.09 feet to a point in the approximate centerline thread of the Old Wolf
River; thence along said centerline the following calls and distances;

           North 62 degrees 57 minutes 24 seconds East -  78.99 feet

           North 41 degrees 57 minutes 49 seconds East - 220.00 feet

           North 44 degrees 58 minutes 49 seconds East - 350.00 feet

           North 03 degrees 20 minutes 49 seconds East - 240.00 feet

           North 13 degrees 03 minutes 26 seconds East - 749.45 feet

to a point on the south line of the Wolf River Channel; thence along said south
line the following calls and distances:

             North 88 degrees 13 minutes 49 seconds East 207.75 feet

             South 35 degrees 40 minutes 11 seconds East 464.66 feet

             South 64 degrees 55 minutes 11 seconds East 171.00 feet

             South 66 degrees 39 minutes 11 seconds East 303.20 feet

to a point on the west Line of the Illinois Central Railroad (50.00 foot
right-of-way); thence south 03 degrees 32 minutes 49 seconds west along said
west line a distance of 555.77 feet to a point of curvature; thence
southwestwardly continuing along said west line and along a curve to the right,
having a radius of 2839.93 feet, an arc distance of 1088.89 feet chord south 14
degrees 31 minutes 52 seconds west 1083.23 feet) to a point of tangency; thence
south 25 degrees 30 minutes 55 seconds west a distance of 1049.47 feet to the
point at beginning and containing 3,466,434 square feet or 79.578 acres.


<PAGE>


                         Property Description - Parcel "F"

Commencing at the intersection of the west line of the Illinois Central Railroad
(50.00 foot right-of-way) and the north line of the Wolf River Channel; thence
north 72 degrees 23 minutes 11 seconds west along said north line a distance of
276.01 feet to a point; thence continuing along said north line north 38 degrees
47 minutes 11 seconds west a distance of 394.84 feet to a point; thence
continuing along said north line north 55 degrees 17 minutes 11 seconds west a
distance of 100.00 feet to a point on the approximate centerline thread of the
Old Wolf River Channel and the point of beginning; thence continuing along the
said north line of the existing Wolf River Channel north 55 degrees 17 minutes
11 seconds west a distance of 413.42 feet to a point, thence continuing along
said north line north 77 degrees 26 minutes 11 seconds west a distance of 174.27
feet to a point on the approximate centerline thread of the Old Wolf River
Channel; thence northwardly and following the said centerline thread of the Old
Wolf River Channel the following calls and distances:

            North 14 degrees 16 minutes 11 seconds west - 138.90 feet

            North 05 degrees 13 minutes 49 seconds east - 165.00 feet

            North 23 degrees 28 minutes 49 seconds east - 320.00 feet

            North 41 degrees 13 minutes 49 seconds east - 170.00 feet

            North 69 degrees 58 minutes 49 seconds east - 180.00 feet

            South 71 degrees 01 minutes 11 seconds east - 180.00 feet

            South 15 degrees 36 minutes 11 seconds east - 175.00 feet

            South 08 degrees 13 minutes 49 seconds west - 550.00 feet

            South 03 degrees 38 minutes 49 seconds west - 204.39 feet

To the point of beginning and containing 452,773 square feet or 10.394 acres.


<PAGE>


                       Property Description - Parcel "D"

Being Lots 27 through 36, Block "E" of the Hirsh & Goldstein's Greenville
Subdivision (unrecorded) and being more particularly described as follows:

Beginning at the intersection of the north line of Mahannah Street (68 foot
right-of-way) and the west line of Minnie Street (30 foot right-of-way);
thence north 88 degrees 11 minutes 15 seconds west along said north line a
distance of 125.15 feet to the southeast corner of Lot 26 of said Greenville
Subdivision; thence north 17 degrees 29 minutes 57 seconds west along the east
line of said Lot 26 a distance of 90.00 feet to a point on the south line of Lot
24; thence south 88 degrees 11 minutes 15 seconds east along the said south line
a distance of 30.00 feet to the southeast corner of said Lot 24; thence north 17
degrees 29 minutes 57 seconds west along the east line of Lots 24, 23, 22, 21,
20 and 19 a distance of 179.87 to a point at the northeast corner of said Lot
19, also being the southwest corner of Lot 37; thence south 88 degrees 11
minutes 15 seconds east along the south line of said Lot 37 a distance of 95.15
test to a point on the west line of said Minnie Street; thence south 17 degrees
29 minutes 57 seconds east along said west line a distance of 269.87 feet to the
point of beginning and containing 26.781 square feet or 0.615 acres.


<PAGE>


                        Property Description - Parcel "C"

Being Lots 13, 14, 15, 16 and 17, Block "D" of Hirsh & Goldstein's Greenville
Subdivision (unrecorded) and being more particularly described as follows:

Beginning at the intersection of the north line of Mahannah Street (68 foot
right-of-way) and the west line of Fred Street (30.00 foot right-of-way);
thence north 88 degrees 11 minutes 15 seconds west along said north line a
distance of 95.00 feet to a point; thence north 17 degrees 27 minutes 40 seconds
west a distance of 150.01 feet to a found iron pin at the southwest corner of
Lot 18 of said Greenville Subdivision; thence south 88 degrees 08 minutes 20
east seconds along the south line of said Lot 18 a distance of 94.92 feet to a
found iron pin on the West line of said Fred Street; thence south 17 degrees 29
minutes 57 seconds east along said west line a distance of 149.96 feet to the
point of beginning and containing 13,441 square feet or 0.309 acres.


<PAGE>


                        Property Description - Parcel "G"

                                     Tract 1

Beginning at a point on the north line of Pear Avenue (64.00 foot right-of-way)
922.22 feet west of the west right-of-way line of the Illinois Central Railroad
(50.00 foot right-of-way) as measured along the north line of Pear Avenue, said
point being on the east line of Minnie Street (now closed) and also being a
point of transition in said Pear Avenue from a 64.00 foot right of way to a
66.00 foot right of way; thence north 82 degrees 09 minutes 06 seconds west
continuing along the north line of Pear Avenue a distance of 54.57 feet to a
point; thence north 87 degrees 13 minutes 18 seconds west a distance of 228.35
feet to a point in the east line of a 10 foot wide alley; thence north 12
degrees 11 minutes 47 seconds west along said east line a distance of 361.29
feet to a point; thence north 00 degrees 10 minutes 06 seconds a distance of
89.06 feet to a point on the south line of Mahannah Street (68 foot right of
way); thence south 88 degrees 11 minutes 15 seconds east along said south line a
distance of 196.00 feet to a point; thence north 01 degrees 48 minutes 45
seconds east a distance of 35.76 feet to a point; thence north 50 degrees 09
minutes 14 seconds east a distance of 8.03 feet to a point on the north line of
Mahannah Street (now closed); thence south 87 degrees 25 minutes 44 seconds east
along said north line a distance of 185.30 feet to a point in the east line of
said Minnie Street; thence south 03 degrees 33 minutes 36 seconds west along
said east line a distance of 488.00 feet to the point of beginning and
containing 158.967 square feet or 3.649 acres.

                       Property Description - Parcel "G"

                                     Tract 2

Commencing at a point on the north line of Pear Avenue (64.00 foot right-of-way)
922.22 feet west of the west right-of-way line of the Illinois Central Railroad
(50.00 foot right-of-way) as measured along the north line of Pear Avenue, said
point being on the east line of Minnie Street (now closed) and also being a
point of transition in said Pear Avenue from a 64.00 foot right of way to a
66.00 foot right of way; thence north 03 degrees 33 minutes 36 seconds east a
distance of 488.00 feet to a point on the north, line of Mahannah Street (now
closed); thence north 87 degrees 25 minutes 44 seconds west along said north
line a distance of 185.30 feet to a point; thence north 50 degrees 09 minutes 14
seconds east a distance of 37.10 feet to a point; thence north 17 degrees 29
minutes 57 seconds west a distance of 26.26 feet to the point of beginning said
point being in the east line of the southerly extension of Minnie Street (30
foot right-of-way); thence north 17 degrees 29 54 minutes 57 seconds vest along
said east line a distance of 650.43 feet to a point on the south line of the
City of Memphis and Shelby County Flood Control Property; thence north 66
degrees 27 minutes 36 seconds east along said south line a distance of 88.28
feet to a point; thence south 17 degrees 29 minutes 57 seconds east distance at
31.10 feet to a point; thence north 50



<PAGE>



degrees 02 minutes 30 seconds east a distance of 60.50 feet to a point; thence
north 70 degrees 12 minutes 29 seconds east a distance of 77.97 feet to a point;
thence north 65 degrees 46 minutes 23 seconds east a distance of 328.58 feet to
a point; thence south 02 degrees 18 minutes 41 seconds west a distance of 563.14
feet to a point; thence south 50 degrees 09 minutes 14 seconds west a distance
of 385.85 feet to the point of beginning and containing 249,510 square feet or
5.728 acres


<PAGE>


                        Property Description - Parcel "E"

Being Lot 44, Block "E" of the Hirsh and Goldstein's Greenville Subdivision
(unrecorded) and being more particularly described as follows;

Beginning at a found iron pin on the west line of Minnie Street 89.69 feet north
of the north line of Luke Street said iron pin also being the northeast corner
of Lot 43 of said Greenville Subdivision; thence north 88 degrees 11 minutes 15
seconds west along the north line of said Lot 43 a distance of 95.15 feet to a
point at the northwest corner of said Lot 43, said point also being the
northeast corner of Lot 11; thence north 17 degrees 29 minutes 57 seconds west
along the east line of said Lot 11 a distance of 30.00 feet to a point at the
southwest corner of Lot 45; thence south 88 degrees 11 minutes 15 seconds east
along the south line of said Lot 45 a distance of 95.15 feet to a point on the
west line of said Minnie Street; thence south 17 degrees 29 minutes 57 seconds
east along said west line a distance of 30.00 feet to the point of beginning and
containing 2,681 square feet or 0.062 acres.