HUTCO
                       1819 W. OLIVE AVE.
                        BURBANK, CA 91506


April 15, 1994

Mr. Ed Buford
Temtex Products, Inc.
3010 LBJ Freeway, Suite 650 LB-55 Graystone Centre
Dallas, Texas 75234

Re:  1324 McArthur Drive
     Manchester, Tennessee 37355

Dear Ed:

This letter of agreement between Lessors and Lessees here and
referred to, shall constitute all oral, verbal, and written
agreements between said parties in reference to the above
leasehold.

It is hereby agreed that the lease dated September 7, 1989, and
any subsequent addendums are hereby terminating and shall be
canceled as of September 30, 1994.

The attached new lease, dated April 25, 1994, will supersede the
existing lease upon execution, and become effective on the
commencement date of October 1, 1994.

Your signature be low will be your acceptance of the conditions
of this letter.

Please sign both copies of this letter and attached lease.  Upon
receipt of same, you will be mailed an original of both
documents.

If you have any questions please call me at 213-849-2401.
Sincerely,

HUTCO

Bradley D. Howard
for John D. Howard, Partner             Accepted:__________________
                                        Date:    __________________
________________
APR 26 1994

<PAGE>

                              HUTCO
                        1819 W. OLIVE AVE
                        BURBANK, CA 91506





September 26, 1994


Mr. Ed Buford
Temtex Products, Inc.
3010 LBJ Freeway, Suite 650
Graystone Centre
Dallas, Texas 75234

Ref: Lease for 1324 McArthur Dr, Manchester, TN

Dear Ed:

This letter is to modify the existing lease dated April 25,
1994.  The modification is for payment of the rental amount
through December 31, 1994, due to the construction clays.

The new rent amount at the rate of $15,515.00, will be due as of
October 1, 1994 through December 31, 1994.  This rent was
calculated by using the old rent from the lease dated September
7, 1994, and the CPI formula as proposed in said lease.

The calculation is as follows:

           446.4    (Aug,1994) x $13,020.00
           374.6   (Sept, 1989)

The rent on January 1, 1994 shall be $21,500.00. All other terms
of the lease dated April 25 , 1994 shall remain in effect.

Your signature below will be your acceptance to the conditions
of this letter.  Please return one executed copy to my office.

Sincerely,


Bradley D. Howard for
John D. Howard, President
                              Accepted:__________________
                              Date:    __________________

<PAGE>


           AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
    STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET
        (Do not use this form for Multi-Tenant( Property)

 1. Basic Provisions ("Basic Provisions")
     1.1  Parties:  This Lease ("Lease"), dated for reference
purposes only,    April 25    , 1994, is made by and between,
 .....HUTCO, A CALIFORNIA GENERAL PARTNERSHIP
("Lessor") and TEMCO FIREPLACE PRODUCTS, INC.
("Lessee"), (collectively the "Parties," or individually a
'"Party".
     1.2  Premises: That certain
real property, Including all Improvements therein or to be
provided by Lessor under the terms of this Lease, and commonly
known by the street address of 1324 McARTHUR DRIVE,
MANCHESTER, TENNESSEE, 37355 located in the County of     COFFEE
,
State of TENNESSEE                            and generally
described as (describe briefly the nature of the property) SEE
EXHIBIT "A"
("Premises").  (See Paragraph 2 for further
provisions.)("Premises"). (See Paragraph 2 for further
provisions.)
     1.3  Term:       25      years and
0        months ("Original Term") commencing   OCTOBER I 1994
("Commencement Date") and ending     SEPTEMBER l, 2019
("Expiration Date"). (See Paragraph 3 for further provisions.)
     1.4 Early Possession:     N/A          ("Early
Possession Date"). (See Paragraphs 3.2 and 3.3 for further
provisions.)
     1.5  Base Rent: $ 21#500-00 oar month V'Baso Floni'l,
payable on the 1st day at each month commencing OCTOBER 1, 1994

(See Paragraph 4 for further provisions.) if this box is
checked, there are provisions in this Lease for the Base Rent to
be adjusted.
     1.6  Base Rent Paid Upon Executions$
$21,500.00
as Bass Rent for the period OF FIRST MONTH OF LEASE
     1.7  Security Deposit: $   13,020.00      FROM
PREVIOUS LEASE             ("'Security Deposit"). (See Paragraph
5 for further provisions.)
     1.8  Permitted Use: LEGAL MANUFACTURING AND/OR INDUSTRIAL
PURPOSES (See Paragraph 6 for further provisions.)
     1.9 Insuring Party, Lessor is the "Insuring Party" unless
otherwise stated herein. (See Paragraph 8 for further
provisions.)
     1.10 Real Estate Brokers: The following real estate brokers
(collectively, the "Brokers") and brokerage relationships exist
in this transaction and are consented to by the Parties (check
applicable boxes):
N/A
represents
[ ] Lessor exclusively ("Lessor's Broker"); [ ] both Lessor and
Lessee, and

represents
[ ] Lessee exclusive ("Lessee's Broker");  [ ] both Lessee and
Lessor. (See Paragraph 15 for further provisions.)
     1.11 Guarantor.  The obligations of the Lessees under this
Lease are to be guaranteed by N/A  ("'Guarantor"). (See
Paragraph 37 for further provisions,)
     1. 12   Addenda.  Attached
hereto is an Addendum of Addenda consisting of Paragraphs 4 9
through 4 9 and Exhibits "A" all of which constitute a part
or this Lease.

2.   Premises.
     2.1  Letting.  Lessor hereby leases to Lessee, and Lessee
hereby leases from Lessor, the Premises, for the term, at the
rental, and upon all of the terms, covenants and conditions set
forth in this Lease.  Unless otherwise provided herein,

                                2
<PAGE>

any statement of square footage set forth in this Lease, or that
may have been used in calculating rental, is an approximation
which Lessor and Lessee agree is reasonable and the rental based
thereon is not subject to revision whether or not the actual
square footage is more or less.
     2.2  Condition.  Lessor shall deliver the Premises to
Lessee clean and free of debris on the Commencement Date and
warrants to Lessee that the existing plumbing, fire sprinkler
system, lighting, air conditioning, heating, and loading doors,
if  any, in the Premises, other than those constructed by
Lessee, shall be in good operating condition on the Commencement
Date.  If  a non-compliance with said warranty exists as of the
Commencement Date, Lessor shall, except as otherwise provided in
this Lease, promptly alter receipt of written notice from Lessor
setting forth with specificity the nature and extent of such non-
compliance, rectify same at Lessor's expense.  If  Lessee does
not give Lessor written notice or a non-compliance with this
Warranty within thirty (30) days after the Commencement Date,
correction of that noncompliance shall be the obligation of
Lessee at Lessee's sole cost and expense.
     2.3  Compliance with Covenants, Restrictions and Building
Code.  Lessor warrants to Lessee that the Improvements on the
Premises comply with all applicable covenants or restrictions of
record and applicable building codes, regulations and ordinances
in effect on the Commencement Date.  Said warranty does not
apply to the use to which Lessee will put the Premises or to any
Alterations or Utility Installations (as defined in Paragraph
7.3(a)) made or to be made by Lessee.  If  the Premises do not
comply with said warranty, Lessor shall, except as otherwise
provided in this Lease, promptly after receipt of written notice
from Lessee setting forth with specificity the nature and extent
of such non-compliance, rectify the same at Lessor's Expense.
If  Lessee does not give Lessor written notice of a non-
compliance with this warranty within six (6) months following
the Commencement Date, correction of that non-compliance shall
be the obligation of Lessee at Lessee's sole cost and expense.
     2.4  Acceptance of Premises.  Lessee hereby acknowledges:
(A) that it has been advised by the Brokers to satisfy itself
with respect to the condition of the Premises (including but not
limited to the electrical and fire sprinkler systems, security,
environmental aspects, compliance with Applicable Law, as
defined in Paragraph 8.3) and the present and future suitability
of the Premises for Lessee's intended use, (b) that Lessee has
made such investigation as it deems necessary with reference to
such matters and assumes all responsibility therefor as the same
relate to Lessee's occupancy of the Premises and/or the terms of
this Lease, and (c) that neither Lessor, not any at Lessor's
agents has made or written representations of warranties with
respect to the said matters other than as set forth in this
Lease.* See Paragraph 49
     2.5  Lease* Prior Owner/Occupant.  The warranties made by
Lessor in this Paragraph 2 shall be o no force or effective
immediately prior to the date set forth in Paragraph 1.1, Lessee
was the owner or occupant of the Premises.  In such event,
Lessee shall, at Lessee's sole cost and expense, correct any non-
compliance of the Premises with said warranties.

3.   Term.
     3.1  Term.  The Commencement Date, Expiration Date and
Original Term of this Lease are as specified in Paragraph 1.3.
     3.2  Early Possession.  If  Lessee totally or partially
occupies the Premises prior to the Commencement Date, the
obligation to pay Base Rent shall be abated for the period of
such early possession.  All other terms of this Lease, however
(including but not limited to the obligations to pay Real
Property Taxes and insurance premiums and to maintain the
Premises) shall be in effect during such period.  Any such early
possession shall not affect nor advance the Expiration Date of
the Original Term.
     3.3  Delay in Possession.  If  for any reason Lessor cannot
deliver possession of the Premises to Lessee as agreed herein by
the Early Possession Date.  If  one is specified in Paragraph
1.4, or, if  no Early Possession Date is specified by the
Commencement Date, Lessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this
Lease, at the obligations of Lessee hereunder, or extend the
term hereof, but in such case, Lessee shall not, except as
otherwise provided herein, be obligated to pay rent or perform
any other obligation of Lessee under the terms of this Lease
until Lessor delivers possession or the Premises to Lessee.  If
possession of the Premises is not delivered to Lessee within
sixty (60) days after the Commencement Date, Lessee may, at its
option, by notice in writing to Lessor within ten (10) days
thereafter, cancel this Lease, in which event the Parties shall
be discharged from all obligations hereunder; provided, however,
that if such written notice by Lessee is not received by Lessor
within said ten (10) day period, Lessee's fight to cancel this
Lease shall terminate and be of no further force or effect.
Except as may be otherwise provided, and regardless of when the
term actually commences, if possession is not tendered to Lessee
when required by this Lease and Lessor does not terminate this
Lease, as aforesaid, the period free of the obligation to pay
Base Rent, if any, that Lessee would otherwise have enjoyed
shall run from the date of delivery of possession and continue
for a period equal to what Lessee would otherwise have enjoyed
under the terms hereof, but minus any days of delay caused by
the acts, changes or omissions of Lessee.

                                3

<PAGE>

4.   Rent.
     4.1 Base Rent.  Lessee shall cause payment of Base Rent and
other rent or charges, as the same may be adjusted from time to
time, to be received by Lessor in lawful money of the United
States, without offset or deduction, on or before the day on
which it is due under the terms of this Lease.  Base Rent and
all other rent and charges for any period during the term hereof
which is for less than one (1) full calendar month shall be
prorated based upon the actual number of days of the calendar
month involved.  Payment of Base Rent and other charges shall be
made to Lessor at its address stated herein or to such other
persons or at such other addresses as Lessor may from time to
time designate in writing to Lessee.

5.   Security Deposit.  Lessee shall deposit with Lessor upon
execution hereof the Security Deposit set forth in Paragraph 1.7
as security for Lessee's faithful performance of Lessee's
obligations under this Lease.  If Lessee falls to pay Base Rent
at other rent or charges due hereunder, or otherwise Defaults
under this Lease (as defined in Paragraph 13.1), Lessor may use,
apply or retain all or any portion of said Security Deposit for
the payment of any amount due Lessor or to reimburse or
compensate Lessor for any liability, cost, expense, loss or
damage including attorneys' fees) which Lessor may suffer or
Incur by reason thereof.  If Lessor uses or applies all or any
portion of said Security Deposit, Lessee shall within ten (10)
days after written request therefor deposit moneys with Lessor
sufficient to restore said Security Deposit to the full amount
required by this Lease.  Any time the Base Rent increases during
the term of this Lease, Lessee shall, upon written request from
Lessor, deposit additional moneys with Lessor sufficient to
maintain the same ratio between the Security Deposit and the
Base Rent as those amounts are specified in the Basic
Provisions.  Lessor shall not be required to keep all or any
part of the Security Deposit separate from its general accounts.
Lessor shall, at the expiration or earlier termination of the
form hereof and after Lessee has vacated the Premises, return to
Lessee (or, at Lessor's option, to the last assignee, if any, of
Lessee's interest herein), that portion of the Security Deposit
not used or applied by Lessor.  Unless otherwise expressly
agreed in writing by Lessor, no part of the Security Deposit
shall be considered to be hold in trust, to bear interest of
other increment for its use, or to be prepayment for any moneys
to be paid by Lessee under this Lease.

6.   Use.
     6.1  Use.  Lessee shall use and occupy the Premises only
for the purposes set forth in Paragraph 1.8, or any other use
which is comparable thereto, and for no other purpose.  Lessee
shall not use or permit the use of the Premises in a manner that
creates waste or a nuisance, or that disturbs owners and/or
occupants of, or causes damage to, neighboring Premises or
properties.  Lessor hereby agrees to not unreasonably withhold
or delay its consent to any written request by Lessee, Lessees
assignees or subtenants, and by prospective assignees and
subtenants of the Lessee, its assignees and subtenants, for a
modification of said permitted purpose for which the Premises
may be used or occupied, so long as the same will not impair
structural integrity of the Improvements on the Premises, the
mechanical or electrical systems therein, is not significantly
more burdensome to the Premises and the Improvements thereon,
and is otherwise permissible pursuant to this Paragraph 6.  If
Lessor elects to withhold such consent, Lessor shall within five
(5) business days to give a written notification of the same,
which notice shall include an explanation of Lessor's reasonable
objections to the change in use.
     6.2  Hazardous Substances.
          (a)  Reportable Uses Require Consent.  The term
'Hazardous substance" as used in this Lease shall mean any
product, substance, chemical, material or waste whose presence,
nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release of effect,
either by itself or in combination with other materials expected
to be on the Premises, is either: (i) potentially injurious to
the public health, safety or welfare, the environment at the
Premises, (ii) regulated or monitored by any governmental
authority, or (iii) a basis for liability of Lessor to any
governmental agency or third party under any applicable statute
at common law theory.  Hazardous Substance shall include, but
not be limited to, hydrocarbons, petroleum, gasoline, crude oil
or any products, by-products or fractions thereof.  Lessee shall
not engage in any activity in, on or about the Premises which
constitutes a Reportable Use (as hereinafter defined) of
Hazardous Substances without the express prior written consent
of Lessor and compliance in a timely manner (at Lessee's sole
cost and expense) with all Applicable Law (as defined in
Paragraph 6.3). "Reportable Use" shall mean (i) the Installation
or use of any above or below ground storage lank, (ii) the
generation, possession, storage. use, transportation, at
disposal of a Hazardous Substance that requires a permit from,
or with respect to which a report, notice, registration or
business plan is required to be filed with, any governmental
authority.  Reportable Use shall also include Lessee's being
responsible for the presence in, on or about the Premises of a
Hazardous Substance with respect to which any Applicable Law
requires that a notice be given to persons entering at occupying
the Premises or neighboring properties.  Notwithstanding the
foregoing, Lessee may, without Lessor's prior consent, but in
compliance with all Applicable Law, use any ordinary and
customary materials reasonably required to be used by Lessee in
the normal course or Lessee's business permitted on the
Premises, so


<PAGE>


long as such use is not a Reportable Use and does not expose the
Premises or neighboring properties to any meaningful risk of
contamination or damage or expose Lessor to any liability
therefor.  In addition, Lessor may (but without any obligation
to do so) condition its consent to the use or presence of any
Hazardous Substance, activity or storage tank by Lessee upon
Lessee's giving Lessor such additional assurances as Lessor, in
its reasonable discretion, deems necessary to protect itself,
the public, the Premises and the environment against damage,
contamination at injury and/or liability therefrom or therefor,
including, but not limited to, the installation (and removal on
or before Lease expiration or earlier termination) of reasonably
necessary protective modifications to the Premises (such as
concrete encasements) and/or the deposit of an additional
Security Deposit under Paragraph 5 hereof.
          (b)  Duty to Inform Lessor.  If Lessee knows, or has
reasonable cause to believe, that a Hazardous Substance, or a
condition involving of resulting from same, has come to be
located in, on, under of about the Premises, other than as
previously consented to by Lessor, Lessee shall Immediately give
written notice at such fact to Lessor.  Lessee shall also
Immediately give Lessor a copy of any statement, report, notice,
registration, application, permit, business plan, license,
claim, action or proceeding given to, or received from, any
governmental authority or private party, or persons entering or
occupying the Premises. concerning the presence, spill, release,
discharge of, or exposure to, any Hazardous Substance or
contamination in, on, or about the Premises, including but not
limited to all such documents as may be involved in any
Reportable Uses involving the Premises.
          (c)  Indemnification.  Lessee shall indemnify,
protect, defend and hold Lessor, its agents, employees, lenders
and ground lessor, if any, and the Premises, harmless from and
against any and all loss of rents and/or damages, liabilities,
judgments, costs, claims, liens, expenses, penalties, permits
and attorney's and consultant's fees arising out of or involving
any Hazardous Substance or storage tank brought onto the
PREMISES BY OR FOR Lessee or under Lessee's control.  Lessee's
obligations under this Paragraph 6 shall include, but not be
limited to, the effects of any contimnati9on or injury to
person, property or the environment created or suffered by
Lessee, and the cost of investigation (including consultant's
and attorney's fees and testing), removal, remediation,
termination, cancellation or release agreement entered into by
Lessor and Lessee shall release Lessee from its obligations
under this Lease with respect to Hazardous Substances or storage
tanks, unless specifically so agreed by Lessor in writing at the
time of such agreement.
     6.3  Lessee's Compliance with Law.  Except as otherwise
provided in this Lease, Lessee, shall, at Lessee's sole cost and
expense, fully, diligently and in a timely manner, comply with
all "Applicable Law," which term is used in this Lease to
include all laws, rules, regulations, ordinances, directives,
covenants, easements and restrictions of record, permits, the
requirements of any applicable fire Insurance underwriter or
rating bureau, and the recommendations of Lessor's engineers
and/or consultants, relating in any manner to the Premises
including but not limited to matters pertaining to (1)
Industrial hygiene, (2) environmental conditions on, in, under
or about the Premises, including soil and groundwater
conditions, and (c) the use, generation, manufacture,
production, installation, maintenance, removal, transportation,
storage, spill or release of any Hazardous Substance or storage
tank), now in effect or which may hereafter come into effect,
and whether or not reflecting a change in policy from any
previously existing policy.  Lessee shall, within five (5) days
after receipt at Lessor's written request, provide Lessor with
copies of all documents and Information, including, but not
limited to, permits, registrations, manifests, applications,
reports and certificates, evidencing Lessee's compliance with
any Applicable Law specified by Lessor, and shall immediately
upon receipt, notify Lessor in writing (with copies of any
documents involved) of any threatened of actual claim, notice,
citation, warning, complaint or report pertaining to of
involving failure by Lessee or the Premises to comply with any
Applicable Law.
     6.4  Inspection; Compliance.  Lessor and Lessor's Lender(s)
(as defined in Paragraph 8.3(a)) shall have the right to enter
the Premises at any time.  In the case of an emergency, and
otherwise at reasonable times, for the purpose of inspecting the
condition of the Premises and for verifying compliance by Lessee
with this Lease and all Applicable Laws (as defined in Paragraph
6.3), and to employ experts and/or consultants in connection
therewith and/or to advise Lessor with (aspect to Lessee's
activities, including but not limited to the installation,
operation, use, monitoring, maintenance. or removal of any
Hazardous Substance or storage lank on of from the Premises.
The costs and expenses of any such inspections shall be paid by
the party requesting same, unless a Default or Breach of this
Lease, violation of Applicable Law, or a contamination, caused
or materially contributed to by Lessee is bound to exist or be
imminent, or unless the inspection is requested or ordered by a
governmental authority as the result of any such existing or
imminent violation of contamination.  In any such case, Lessee
shall upon request reimburse Lessor or Lessor's Lender, as the
case may be, for the costs and expenses of such inspections.

7.   Maintenance; Repairs; Utility Installations; Trade Fixtures
and Alterations.
     7.1  Lessee's Obligations.


<PAGE>

          (a)  Subject to the provisions of Paragraphs 2.2
(Lessor's warranty as to condition), 2.3 (Lessor's warranty as
to compliance with covenants. etc.), 7.2 (Lessor's obligations
to repair), 9 (damage and destruction), and 14 (condemnation),
Lessee shall, at Lessee's sole cost and expense and at all
times, keep the Premises and every part thereof in good order,
condition and repair, structural and non-structural (whether or
not such portion of the Premises requiring repairs, or the means
of repairing the same, or reasonably or readily accessible to
Lessee, and whether or not the need for such repairs occurs as a
result of Lessee's right to Lessee's use, any prior use, the
elements or the age of such portion of the Premises), including,
without limiting the generality of the foregoing, all equipment
or facilities serving the Premises, such as plumbing, heating,
air conditioning, ventilating, electrical, lighting facilities,
boilers, fired or unfired pressure vessels, fire sprinkler
and/or standpipe and hose or other automatic fire extinguishing
system, including fire  alarm and/or smoke detection systems and
equipment, fire hydrants, fixtures, walls (interior and
exterior), foundations, ceilings, roofs, floors, windows, doors,
plate glass, skylights, landscaping. driveways, parking lots,
fences, retaining walls, signs, sidewalks and parkways located
in, on, about, of adjacent to the Premises.  Lessee shall not
cause or permit any Hazardous Substance to be spilled or
released in, on, under at about the Premises including through
the plumbing or sanitary sewer system) and shall promptly, at
Lessee's expense, take all investigatory and/or remedial action
reasonably recommended. whether or not formally ordered or
requited, for the cleanup of any contamination of, and for the
maintenance, security and/or monitoring of the Premises, the
elements surrounding same, or neighboring properties, that was
caused or materially contributed to by Lessee, or pertaining to
or involving any Hazardous Substance and/or storage tank brought
onto the Premises by or for Lessee or under its control.
Lessee, in keeping the Premises in good order, condition and
repair, shall exercise and perform good maintenance practices.
Lessee's obligations shall include restorations. replacements or
renewals when necessary to keep the Premises and all
improvements thereon or a part thereof in good order, condition
and state of repair.  If Lessee occupies the Premises for seven
(7) years or more, Lessor may require Lessee to repaint the
exterior of the buildings on the Premises as reasonably
required, but not more frequently than once every seven (7)
years.
          (b)  Lessee shall, at Lessee's sole cost and expense,
procure and maintain contracts, with copies to Lessor, in
customary form and substance for, and with contractors
specializing and experienced in, the inspection, maintenance and
service of the following equipment and improvements, if any,
located on the Premises: (i) heating, air conditioning and
ventilation equipment, (ii) boiler, fired or unfired pressure
vessels, (iii) fire sprinkler and/or standpipe and hose or other
automatic fire extinguishing systems, including fire alarm
and/or smoke detection, (iii) landscaping and litigation
systems, (v) roof covering and drain maintenance and (vi)
asphalt and-parking lot maintenance.
     7.2  Lessor's Obligations.  Except for the warranties and
agreements of Lessor contained in Paragraphs 2.2 (relating to
condition of the Premises), 2.3 (relating to compliance with
covenants, restrictions and building code), 9 (relating to
destruction of the Premises) and 14 (relating to condemnation of
the Premises), it is intended by the Parties hereto that Lessor
have no obligation, in any manner whatsoever, to repair and
maintain the Premises, the improvements located thereon, or the
equipment therein, whether structural or non structural, all of
which obligations are Intended to be that of the Lessee under
Paragraph 7.1 hereof. It is the intention of the Parties that
the forms of this Lease govern the respective obligations of the
Parties as to maintenance and repair of the Premises.  Lessee
and Lessor expressly waive the benefit of any statute now or
hereafter in effect to the extent it is inconsistent with the
terms of this Lease with respect to, or which affords Lessee the
right to make repairs at the expense of Lessor or to terminate
this Lease by reason of, any needed repairs.
     7.3  Utility Installations; Trade Fixtures; Alterations.
          (a)  Definitions; Consent Required.  The term "Utility
Installations" is used in this Lease to refer to all carpeting,
window coverings, air lines, power panels, electrical
distribution, security. fire protection systems, communication
systems, lighting fixtures, hosting, ventilating, and air
conditioning equipment, plumbing, and fencing In, on or about
the Premises.  The term "Trade Fixtures"' shall mean Lessee's
machinery and equipment that can be removed without doing
material damage to the Premises.  The term "Alterations" shall
mean any modification of the Improvements on the Premises from
that which are provided by Lessor under the terms of this Lease,
other than Utility Installations or Trade Fixtures, whether by
addition or deletion.  "Lessee Owned Alterations and/or Utility
Installations" are defined as Alterations and/or Utility
Installations made by leases that are not yet owned by Lessor as
defined in Paragraph 7.4 (a).  Lessee shall not make any
Alterations or Utility Installations In, on, under or about the
Premises without Lessor's prior written consent.  Lessee may,
however. make non-structural Utility Installations to the
Interior of the Premises (excluding the roof), as long as they
are not visible from the outside, do not involve puncturing,
relocating or removing the roof or any existing walls, and the
cumulative cost thereof during the term of this Lease as
extended does not exceed $25,000.
          (b)  Consent.  Any Alterations or Utility
Installations that Lessee shall desire to make and which require
the consent of the Lessor shall be presented to Lessor in
written form with proposed detailed plans.  All consents given
by Lessor, whether by virtue of Paragraph 7.3(a) of by
subsequent specific consent, shall be deemed conditioned upon:
(i) Lessee's acquiring all applicable permits required by
governmental authorities, (ii) the furnishing of copies of such

<PAGE>

permits together with a copy of the plans and specifications for
the Alteration or Utility Installation to Lessor prior to
commencement of the work thereon, and (iii) the compliance by
Lessee with all conditions of said permits in a prompt and
expeditious manner.  Any Alterations or Utility Installations by
Lessee during the term of this Lease shall be done in a good and
workmanlike manner, with good and sufficient materials, and in
compliance with all Applicable Law.  Lessee shall promptly upon
completion thereof furnish Lessor with as-built plans and
specifications therefor.  Lessor may (but without obligation to
do so) condition its consent to any requested Alteration or
Utility Installation that costs $10,000 or more upon Lessee's
providing Lessor with a lien and completion bond in an amount
equal to one and one-half times the estimated cost of such
Alteration or Utility Installation and/or upon Lessee's posting
an additional Security Deposit with Lessor under Paragraph 36
hereof.
          (c)  Indemnification.  Lessee shall pay, when due, all
claims for labor of materials furnished or alleged to have been
furnished to or for Lessee at or for use on the Premises, which
claims are or may be secured by any mechanics' or materialmen's
lien against the Premises or any interest therein.  Lessee shall
give Lessor not less than ten (to) days' notice prior to the
commencement of any work in, on or about the Premises, and
Lessor shall have the right to post notices of non-
responsibility in or on the Premises as provided by law.  If
Lessee shall, in good faith, contest the validity of any such
lien, claim or demand, then Lessee shall. at its sole expense
defend and protect itself, Lessor and the Premises against the
same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof against
the Lessor or the Premises.  If Lessor shall require, Lessee
shall furnish to Lessor a surety bond satisfactory to Lessor in
an amount equal to one and one-half times the amount of such
contested lion claim or demand, Indemnifying Lessor against
liability for the same, as required by law for the holding of
the Premises free from the effect of such lien or claim.  In
addition.  Lessor may require Lessee to pay Lessor's attorney's
fees and costs in participating in such action if Lessor shall
decide it is to its best interest to do so.
     7.4  Ownership; Removal; Surrender; and Restoration.
          (a)  Ownership.  Subject to Lessor's fight to require
their removal or become the owner thereof as hereinafter
provided in this Paragraph 7.4. all Alterations and Utility
Additions made: to the Premises by Lessee shall be the property
of and owned by Lessee, but considered a part of the Premises.
Lessor may. at any time and at its option, elect in willing to
Lessee to be the owner of all or any specified part of the
Lessee Owned Alterations and Utility Installations.
     Unless otherwise Instructed per subparagraph 7.4(b) hereof,
all Lessee Owned Alterations and Utility Installations shall, at
the expiration or earlier termination of this Lease, become the
property of Lessor and remain upon and be surrendered by Lessee
with the Premises.
          (b)  Removal.  Unless otherwise agreed in writing,
Lessor may require that any or all Lessee Owned Alterations or
Utility Installations be removed by the expiration or earlier
termination of this Lease, notwithstanding their Installation
may have been consented to by Lessor.  Lessor may require the
removal at any time of all of any part of any Lessee Owned
Alterations or Utility Installations made without the required
consent of Lessor.
          (c)  Surrender/Restoration.  Lessee shall surrender
the Premises by the end of the last day of the Lease term or any
earlier termination date, with of the Improvements, parts and
surfaces thereof clean and free of debris and in good operating
order, condition and state of repair, ordinary wear and tear all
excepted.  "Ordinary wear and tear" shall not include any damage
or deterioration that would have been prevented by good
maintenance practice or by Lessee performing all of its
obligations under this Lease.  Except as otherwise agreed or
specified in willing by Lessor, the Premises, as surrendered,
shall include the Utility Installations.  The obligation of
Lessee shall Include the repair of any damage occasioned by the
Installation, maintenance of removal of Lessee's Trade Fixtures,
furnishings, equipment, and Alterations and/or Utility
Installations, as well as the removal of any storage tank
Installed by of for Lessee, and the removal, replacement, or
remediation of any soil, material or ground water contaminated
by Lessee, all as may then be requited by Applicable Law and/or
good practice.  Lessee's Trade Fixtures shall remain the
property of Lessee and shall be removed by Lessee subject to its
obligation to repair and restore the Premises per this Lease.

8.   Insurance; Indemnity. Lessee to be Insuring Party.
     8.1  Payment For Insurance.  Regardless of whether the
Lessor or Lessee is the Insuring Party, Lessee shall pay for all
Insurance required under Paragraph 8 except to the extent of the
cost attributable to liability Insurance carried by Lessor in
excess of $1,000.000 per occurrence.  Premiums for policy
periods commencing prior to or extending beyond the Lease term
shall be prorated to correspond to the Lease term.  Payment
shall be made by Lessee to Lessor within ten (10) days following
receipt of an Invoice for any amount due.
     8.2  Liability Insurance.
               (a)  Carried by Lessee.  Lessee shall obtain and
keep in force during the term of this Lease a Commercial General
Liability policy of insurance protecting Lessee and Lessor (as
an additional insured) against claims for


<PAGE>

bodily Injury, personal Injury and property damage based upon,
involving or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto.
Such insurance shall be on an occurrence basis providing single
limit coverage in an amount not less than $1,000,000 per
occurrence with an "Additional Insured-Managers or Lessor of
Premises" Endorsement and contain the "Amendment of the
Pollution Exclusion" for damage caused by heat, smoke or fumes
from a hostile fire.  The policy shall not contain any intra-
insured exclusions as between insured persons or organizations,
but shall include coverage for liability assumed under this
Lease as an insured contract for the performance of Lessee's
indemnity obligations under this Lease, the limits of said
insurance required by this Lease or as carried by Lessee shall
not, however, limit the liability of Lessee nor relieve Lessee
of any obligation hereunder.  All insurance to be carried by
Lessee shall be primary to and not contributory with any similar
Insurance carried by Lessor, whose insurance shall be considered
excess Insurance only.
          (b)  Carried By Lessor.  In the event Lessor is the
Insuring Party, Lessor shall also maintain liability Insurance
described in Paragraph 8.2(a), above.  In addition to, and not
in lieu of, the Insurance required to be maintained by Lessee.
Lessee shall not be named as an additional Insured therein.
     8.3  Property Insurance-Building, Improvements and Rental
Value.
          (a)  Building and Improvements.  The Insuring Party
shall obtain and keep in force during the term of this Lease a
policy of policies in the name of Lessor, with loss payable to
Lessor and to the holders of any mortgages, deeds of trust or
ground leases on the Premises Lender(s), insuring loss or damage
to the Premises.  The amount of such Insurance shall be equal to
the full replacement cost of the Premises as the same shall
exist from time to time, or the amount required by Lenders, but
in no event more than the commercially reasonable and available
insurable value thereof if, by reason of the unique nature or
age of the Improvements involved, such latter amount is less
than full replacement cost.  If Lessor is the Insuring Party,
however, Lessee Owned Alterations and Utility Installations
shall be insured by Lessee under Paragraph 8.4 rather than by
Lessor.  If the coverage is available and commercially
appropriate, such policy or policies shall insure against all
risks of direct physical loss or damage (except the perils of
flood and/or earthquake unless required by a Lender), including
coverage for any additional costs resulting from debris removal
and reasonable amounts of coverage for the enforcement of any
ordinance or law regulating the reconstruction or replacement of
any undamaged sections of the Premises required to be demolished
or removed by reason of the enforcement of any building, zoning,
safety or land use laws as the result of a covered cause of
loss.  Said policy or policies shall also contain an agreed
insurance coverage amount by a factor of not less than the
adjusted U.S. Department of Labor Consumer Price Index for All
Urban Consumers for the city nearest to where the Premises are
located.  If such  insurance coverage has a deductible clause,
the deductible amount shall not exceed $10,000 per occurrence
and Lessee shall be liable for such deductible amount in the
event of an Insured Loss, as defined in Paragraph 9.1(c).
          (b)  Rental Value.  The Insuring Party shall, in
addition, obtain and keep in force during the form of this Lease
a policy or policies in the name of Lessor, with loss payable to
Lessor and Lender(s), Incurring the loss of the full rental and
other charges payable by Lessee to Lessor under this Lease for
one (1) year (including all real estate taxes, insurance costs,
and any scheduled rental increases).  Said insurance shall
provide that in the event the Lease is terminated by reason of
an insured loss, the period of indemnity for such coverage shall
be extended beyond the date of the completion of repairs or
replacement of the Premises, to provide for one full year's loss
of rental revenues from the date of any such loss.  Said
insurance shall contain an agreed valuation provision in lieu of
any coinsurance clause, and the amount of coverage shall be
adjusted annually to reflect the projected rental income,
property taxes, insurance premium costs and other expenses, if
any, otherwise payable Lessee, for the next twelve (12) month
period.  Lessee shall be liable for any deductible amount in the
event of such loss.
          (c)  Adjacent Premises.  If the Premises are part of a
larger building, or if the Premises are part of a group of
buildings owned by Lessor which are adjacent to the Premises,
the Lessee shall pay for any Increase in the premiums to the
property insurance of such building or buildings if said
Increase is caused by Lessee's acts, omissions, use or occupancy
of the Premises.
          (d)  Tenant's Improvements.  If the Lessor is the
Insuring Party, then Lessor shall not be required to insure
Lessee Owned Alterations and Utility Installations unless the
item in question has become the property of Lessor under the
terms of this Lease.  If Lessee is the Insuring Party, the
policy carried by Lessee under this Paragraph 8.3 shall insure
Lessee Owned Alterations and Utility Installations.
     8.4  Lessee's Property Insurance.  Subject to the
requirements of Paragraph 8.5, Lessee at its cost shall either
by separate policy or, at Lessor's option, by endorsement to a
policy already carried, maintain Insurance coverage on all of
Lessee's personal property, Lessee Owned Alterations and Utility
Installations In, on, or about the Premises similar in coverage
to that carried by the Insuring Party under Paragraph 8.3. Such
Insurance shall be full replacement cost coverage with a
deductible of not to exceed $1,000 per occurrence.  The proceeds
from any such Insurance shall be used by Lessee for the
replacement or the restoration of Lessee Owned Alterations and
Utility Installations.  Lessee shall be the Insuring Patty with
respect to the Insurance required by this Section 8.4 and shall
provide Lessor with written evidence that such Insurance is in
force.
     8.5  Insurance Policies.  Insurance required hereunder
shall be in companies duly licensed to transact business in the
state where the Premises are located, and maintaining during the
policy term a "General Policyholders Rating" of at least B+, V,
or such other rating as may be requited by a Lender having a
lien an the Premises set forth in the Most Current Issue of
"Best's Insurance Guide",  Lessee shall not do or permit to be
done anything which shall invalidate the insurance policies
referred to in this Paragraph 8.  If Lessee is the Insuring
Party, Lessee shall cause to be delivered to Lessor certified
copies of policies of such Insurance or certificates evidencing
the existence and amounts of such Insurance with the Insureds
and loss payable clauses as required by this Lease.  No such
policy shall be cancelable or subject to modification except
that thirty (30) days prior written notice to Lessor.  Lessee
shall at least thirty (30) days prior to the expiration of such
policies, furnish Lessor with evidence or renewals or "Insurance
binders" evidencing renewal thereof, or Lessor may order such
Insurance and charge the cost thereof to Lessee, which amount
shall be payable by Lessee to Lessor upon demand.  If the
Insuring Party shall fail to procure and maintain the Insurance
required to be carried by the Insuring Party under this
Paragraph 8, the other Party may, but shall not be requited to,
procure and maintain the same. but at Lessee's expense.
     8.6  Waiver of Subrogation.  Without affecting any other
rights or remedies, Lessee and Lessor ('Waiving Party") each
hereby release and relieve the other, and waive their entire
right to recover damages (whether in contract or in tort)
against the other, for loss of or damage to the Waiving Party's
property arising out of an incident to the perils required to be
insured against under Paragraph 8. The effect of such releases
and waivers of the right to recover damages shall not be limited
by the amount of Insurance carried or required, or by any
deductibles applicable thereto.
     8.7  Indemnity.  Except for Lessor's negligence and/or
breach to express warranties, Lessee shall Indemnify, protect,
defend and hold harmless the Premises, Lessor and its agents,
Lessor's master or ground lessor, partners and Lenders, from and
against any and all claims, lose of rents and/or damages, costs,
liens, judgments, penalties, permits, attorney's and
consultant's fees, expenses and/or liabilities arising out of,
involving. or in dealing with, the occupancy of the Premises by
Lessee, the conduct of Lessee's business, any act, omission or
neglect of Lessee, its agents, contractors, employees or
invitees. and out of any Default or Breach by Lessee in the
performance in a timely manner of any obligation on Lessee's
part to be performed under this Lease.  The foregoing shall
include, but not be limited to, the defense or pursuit of any
claim or any action or proceeding involved therein, and whether
or not (in the case of claims made against Lessor) litigated
and/or reduced to judgment, and whether well founded -or not.
In case any action of proceeding be brought against Lessor by
reason of any of the foregoing matters, Lessee upon notice from
Lessor shall defend the same at Lessee's expense by counsel
reasonably satisfactory to Lessor and Lessor shall cooperate
with Lessee in such defense.
     8.8  Exemption of Lessor from Liability.  Lessor shall not
be liable for injury or damage to the person or goods, wares,
merchandise or other property of Lessee, Lessee's employees,
contractors, inviteees, customers, or any other person in or
about the Premises, whether such damage or injury is caused by
or results from fire, steam, electricity, gas, water or rain, or
from the breakage, leakage, obstruction or other defects of
pipes, fir sprinklers, wires, appliances, plumbing, air
conditioning or lighting fixtures, or from any other cause,
whether the said injury or damage results from conditions
arising upon the Premises or injury or the means of repairing
the same is accessible or not.  Lessor shall not be liable for
any damages arising from any act or neglect of any other tenant
of Lessor.  Notwithstanding Lessor's negligence or breach of
this Lease, Lessor shall under no circumstances be liable for
injury to Lessee's business or for any loss of income or profit
therefrom.

9.   Damage or Destruction.
     9.1  Definitions.  "Premises Partial Damage" shall mean
damage or destruction to the Improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations, the
repair cost of which damage or destruction is less than 50% of
the then Replacement Cost of the Premises immediately prior to
such damage or destruction, excluding from such calculation the
value of the land and Lessee Owned Alterations and Utility
Installations.
          (b)  "Premises Total Destruction" shall mean damage or
destruction to the Premises, other than Lessee Owned Alterations
and Utility Installations the repair of which damage or
destruction is 50% or more of the then Replacement Cost of the
Premises immediately prior to such damage or destruction,
excluding from such calculation the value of the land and Lessee
Owned Alterations and Utility Installations.
          (c)  "Insured Lose" shall mean damage or destruction
to improvements on the Premises, other than Lessee Owned
Alterations and Utility Installations, which was caused by an
event required to be covered by the Insurance described in
Paragraph 8.3(a). Irrespective of any deductible amounts of
coverage limits involved.

<PAGE>

          (d)  "Replacement Cost" shall mean the cost to repair
or rebuild the Improvements owned by Lessor at the time of the
occurrence to their condition existing immediately prior
thereto, including demolition, debris removal and upgrading
required by the operation of applicable building codes,
ordinances or laws, and without deduction for depreciation.
          (e)  "'Hazardous Substance Condition" shall mean the
occurrence or discovery of a condition involving the presence
of, or a contamination by, a Hazardous Substance as defined in
Paragraph 6.2(a), in, on, or under the Premises.
     9.2  Partial Damage - Insured Loss.  It a Premises Partial
Damage that is an Insured Loss occurs, then Lessor shall, at
Lessor's expense, repair such damage (but not Lessee's Trade
Fixtures or Lessee Owned Alterations and Utility Installations)
as soon as reasonably possible and this Lease shall continue in
full force and effect; provided, however that Lessee shall, at
Lessor's election, make the repair of any damage or destruction
the total cost to repair of which is $10.000 or less, and, in
such event, Lessor shall make the Insurance proceeds available
to Lessee on a reasonable basis for that purpose.
Notwithstanding the foregoing, if the required Insurance was not
in force or this Insurance proceeds are not sufficient to effect
such repair, the Insuring Party shall promptly contribute the
shortage in proceeds (except as to the deductible which is
Lessee's responsibility) as and when required to complete said
repairs.  In the event. however, the shortage in proceeds was
due to the fact that, by reason of the unique nature of the
Improvements, full replacement cost insurance coverage was not
commercially reasonable and available, Lessor shall have no
obligation to pay for the shortage in insurance proceeds or to
fully restore the unique aspects of the Premises unless Lessee
provides Lessor with the funds to cover same, or adequate
assurance thereof, within ten (10) days following receipt of
written notice of such shortage and request Therefore if Lessor
receives said funds or adequate assurance thereof within said
ten (10) day period, the party responsible for making the
repairs shall complete them as soon as reasonably possible and
this Lease shall remain in full force and effect.  If Lessor
does not receive such funds or assurance within said period,
Lessor may nevertheless elect by written notice to Lessee within
ten (10) days thereafter to make such restoration and repair as
is commercially reasonable with Lessor paying any shortage in
proceeds, in which case this Lease shall remain in full force
and effect.  If in such case Lessor does not so elect, then this
Lease shall terminate sixty (60) days following the occurrence
of the damage or destruction.  Unless otherwise agreed, Lessee
shall in no event have any right to reimbursement from Lessor to
any funds contributed by Lessee to repair any such damage or
destruction.  Premises Partial Damage due to flood or earthquake
shall be subject to Paragraph 9.3 rather than Paragraph 9.2,
notwithstanding that there may be some Insurance coverage, but
the net proceeds of any such Insurance shall be made available
for the repairs if made by either Party.
     9.3  Partial Damage - Uninsured Loss.  If a Premises
Partial Damage that is not an Insured Loss occurs, unless caused
by a negligent or willful act of Lessee (in which event Lessee
shall make the repairs at Lessee's expense and this Lease shall
continue in full force and effect, but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option,
either: (1) repair such damage as soon as reasonably possible at
Lessor's expense, in which event this Lease shall continue in
full force and affect, or (ii) give written notice to Lessee
within thirty (30) days after receipt by Lessor of knowledge of
the occurrence of such damage of Lessor's desire to terminate
this Lease as of the date sixty (60) days following the giving
of such notice.  In the event Lessor elects to give such notice
of Lessor's intention to terminate this Lease, Lessor shall have
the right within ten (10) days after the receipt of such notice
to give written notice to Lessor of Lessee's commitment to pay
for the repair of such damage totally at Lessee's expense and
without reimbursement from Lessor.  Lessee shall provide Lessor
with the required funds or satisfactory assurance thereof within
thirty (30) days following Lessee's said commitment.  In such
event this Lease shall continue in full force and effect, and
Lessor shall proceed to make such repairs as soon as reasonably
possible and the required funds are available.  If Lessee does
not give such notice and provide the funds or assurance thereof
within the times specified above, this Lease shall terminate as
of the date specified in Lessor's notice of termination.
     9.4  Total Destruction.  Notwithstanding any other
provision hereof, if a Premises Total Destruction occurs
(including any destruction required by any authorized public
authority), this Lease shall terminate sixty (60) days following
the date of such Premises Total Destruction, whether or not the
damage or destruction is an Insured Loss or was caused by a
negligent or willful act of Lessee.  In the event, however, that
the damage or destruction was caused by Lessee, Lessor shall
have the right to recover Lessor's damages from Lessee except as
released and waived in Paragraph 8.6.
     9.5  Damage Near End of Term.  If at any time during the
last six (6) months of the term of this Lease there is damage
for which the cost to repair exceeds one (1) month's Base Rent,
whether or not an Insured Loss, Lessor may, at Lessor's option,
terminate this Lease effective sixty (60) days following the
date of occurrence of such damage by giving written notice to
Lessee of Lessor's election to do so within thirty (30) days
after the date of occurrence of such damage.  Provided, however,
if Lessee at that time has an execrable option to extend this
Lease or to purchase the Premises, then Lessee may preserve this
Lease by, within twenty (20) days following the occurrence of
the damage, or before the expiration

<PAGE>

of the time provided in such option for its exercise, whichever
is earlier.  ("Exercise Period"), (i) exercising such option and
(ii) providing Lessor with any shortage in insurance proceeds
(or adequate assurance thereof) to repairs.  If Lessee duly
exercises such option during the Exercise Period and provides
Lessor with funds (or adequate assurance thereof) to cover any
shortage in insurance proceeds, Lessor shall, at Lessor's
expense, repair such damage as soon as reasonably possible and
this Lease shall continue in full force and effect.  If Lessee
fails to exercise such option and provide such funds or
assurance during said Exercise Period, then Lessor may at
Lessor's option terminate this Lease as of the expiration of
said sixty (60) day period following the occurrence of such
damage by giving written notice to Lessee of Lessor's election
to do so within ten (10) days after the expiration of the
Exercise Period, notwithstanding any term or provision in the
grant of option to the contrary.
     9.6  Abatement of Rent; Lessee's Remedies.
          (a)  In the event of damage described in Paragraph 9.2
(Partial Damage - Insured), whether or not Lessor or Lessee
repairs or restores the Premises, the Base Rent, Real Property
Taxes, insurance premiums, and other charges, if any, payable by
Lessee hereunder for the period during which such damage, its
repair or the restoration continues (not to exceed the period
for which rental value Insurance is required under Paragraph
8.3(b)), shall be abated in proportion to the degree to which
Lessee's use of the Premises is impaired.  Except for abatement
of Base Rent, Real Property Taxes, insurance premiums, and other
charges, it any, as aforesaid, all other obligations of Lessee
hereunder shall be performed by Lessee, and Lessee shall have no
claim against Lessor for any damage suffered by reason of any
such repair or restoration.
          (b)  If Lessor shall be obligated to repair of restore
the Premises under the provisions of this Paragraph 9 and shall
not commence, in a substantial and meaningful way, the repair or
restoration of the Premises within ninety (90) days after such
obligation shall accrue, Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice
to lessor and to any Lenders of which Lessee has actual notice
of Lessee's election to terminate this Lease on a date not less
than sixty (60) days following the giving of such notice.  If
Lessee gives such notice to Lessor and such Lenders and such
repair or restoration is not commenced within thirty (30) days
after receipt of such notice, this Leas shall terminate as of
the date specified in said notice.  If Lessor or a Lender
commences the repair or restoration of the Premises within
thirty (30) day as after receipt of such notice, this Lease
shall continue in full force and effect.  "Commence" as used in
this Paragraph shall mean either the unconditional authorization
of the preparation of the required plans, or the beginning of
the actual work on the P{remises, whichever first occurs.
          (c)  If Lessor shall be obligated to repair or restore
the Premises under the provisions of this Paragraph 9 and shall
not commence, in a substantial and meaningful way, the repair or
restoration of the Premises within ninety (90) days after such
obligation shall accrue, Lessee may, at any time prior to the
commencement of such repair or restoration, give written notice
to Lessor and to any Lenders of which Lessee has actual notice
of Lessee's election to terminate this Lease on a date not less
than sixty (60) days following the giving of such notice.  If
Lessee gives such notice to Lessor and such Lenders and such
repair or restoration is not commenced within thirty (30) days
after receipt of such notice, this Lease shall terminate as of
the date specified in said notice.  If Lessor or a Lender
commences the repair or restoration of the Premises within
thirty (30) days after receipt of such notice, this Lease shall
continue in full force and effect.  "Commence" as used in this
Paragraph shall mean either the unconditional authorization of
the preparation of the required plans, or the beginning of the
actual work on the Premises, whichever first occurs.
     9.7  Hazardous Substance Conditions.  If a Hazardous
Substance Condition occurs, unless Lessee is legally responsible
therefor (in which case Lessee shall make the investigation and
remediation thereof required by Applicable Law and this Lease
shall continue in full force and affect, but subject to Lessor's
rights under Paragraph 13), Lessor may at Lessor's option either
(i) investigate and remediate such Hazardous Substance
Condition, if required, as soon as reasonably possible at
Lessor's expanse, in which event this Lease shall continue in
full force and affect, or (ii)the estimated cost to Investigate
and remediate such condition exceeds twelve (12) times the then
monthly Base Rent or $100,000, whichever is greater, give
written notice to Lessee within thirty (30) days after receipt
by Lessor of knowledge of the occurrence of such Hazardous
Substance Condition of Lessor's desire to terminate this Lease
as of the data sixty (60) days following the giving of such
notice.  In the event Lessor elects to give such notice of
Lessor's Intention to terminate this Lease, Lessee shall have
the right within ten (10) days after the receipt of such notice
to give written notice to Lessor of Lessee's commitment to pay
for the investigation and remediation of such Hazardous
Substance Condition totally at Lessee's expense and without
reimbursement from Lessor except to the extent of an amount
equal to twelve (12) times the then monthly Bass Rent or
$100.000, whichever is greater.  Lessee shall provide Lessor
with the funds required of Lessee of satisfactory assurance
thereof within thirty (30) days following Lessee's said
commitment.  In such event this Lease shall continue in full
force and affect, and Lessor shall proceed to make such
investigation and remediation as soon as reasonably possible and
the required funds are available.  If Lessee does not give such
notice and provide the required funds or assurance thereof
within the times recited above, this Lease shall terminate as of
the date specified in Lessor's notice of termination.  If a
Hazardous Substance

<PAGE>

Condition occurs for which Lessee is not legally responsible,
there shall be abatement of Lessor's obligations under this
Lease to the same extent as provided in Paragraph 9.6(a) for a
period of not to exceed twelve (12) months.
     9.8  Termination - Advance Payments.  Upon termination of
this Lease pursuant to this Paragraph 9, an equitable adjustment
shall be made concerning advance Base Rent and any other advance
payments made by lessee to Lessor.  Lessor shall, in addition,
return to Lessee so much of Lessee's Security Deposit as has not
been, or is not then required to be, used by Lessor under the
terms of this Lease.
     9.9  Waive Statutes.  Lessor and Lessee agree that the
terms of this Lease shall govern the effect of any damage to or
destruction of the Premises with respect to the termination of
this Lease and hereby waive the provisions of any present or
future statute to the extent inconsistent herewith.

10.  Real Property Taxes.
     10.1(a)   Payment of Taxes.  Lessee shall pay the Real
Property Taxes, as defined in Paragraph 10.2, applicable to the
Premises during the term of this Lease. Subject to Paragraph
10.1(b), all such payments shall be made at least ten 910) days
prior to the delinquency date of the applicable installment,
Lessee shall promptly furnish Lessor with satisfactory evidence
that such taxes have been paid.  If any such taxes to be paid by
Lessee shall cover any period of time prior to or after the
expiration or earlier termination of the term hereof, Lessee's
share of such taxes shall be equitably prorated to cover only
the period time within the tax fiscal year this Lease is in
effect, and Lessor shall reimburse Lessee for any overpayment
after such proration.  If Lessee shall fail to pay any Real
Property Taxes required by this Lease to be paid by Lessee,
Lessor shall have the right to pay the same, and Lessee shall
reimburse Lessor therefor upon demand.
          (b)  Advance Payment.  In order to insure payment when
due and before delinquency of any or all Real Property Taxes,
Lessor reserves the right, at Lessor's opinion, to estimate the
current Real Property Taxes applicable to the Premises, and to
require such current year's Rreal Proeprty taxes to be paid in
advance to Lessor by Lessee, either: (i) in a lump sum amount
equal to the installment due, at least twenty (20) days prior to
the applicable delinqucney date, or (ii) monthly in advance with
the payment of the Base Rent.  If Lessor elects to require
payment monthly in advance, the monthly payment shall be that
equal montly amount which, over the number of months remaining
before the month in which the applicable tax installment would
become delinquent( and without interset thereon), wouuld provide
a fund large enough to fully discharge before delinquency the
estimated installment of taxes to be paid.  When the actual
oblitations of Lessee to pay such Real Property Taxes as the
same become due, Lessee shall pay to Lessor, upon Lessor's
demand, such additional sums as are necessary to pay such
obligations.  All moneys paid to Lessor under this Paragraph may
be intermingled with other moneys of Lessor and shall not bear
interste.  In the event of a Breach by Lessee in the performance
of the obligations of Lessee under this Lease, then any balance
of funds paid to Lessor under the provisions of this Paragraph
may, subject to proration as provided in paragraph 10.19a), at
the opinion to Lessor, be treated as an additional Security
Deposit under Paragraph 5.
     10.2 Definition of "Real Property Taxes."  As used herein ,
the term "Real Property Taxes" shall include any form of real
estate tax or assessment, general, special, ordinary or
extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance,
personal income or estate taxes) imposed upon the Premises by
any authority having the direct or indirect power to tax,
including any city, state or federal government, or any school,
agricultural, sanitary, fire, street, drainage or other
improvement district thereof, levied against any legal or
equitable interest of Lessor in the Premises or in the real
property of which the Premises are a part, Lessor's right to
rent or other income therefrom, and/or Lessor's business of
leasing the Premises.  The term "Real Property Taxes" shall also
include any tax, fee, levy, assessment or charge, or any
increase therein, imposed by reason of events occurring, or
changes in applicable law taking effect, during the term of this
Lease, including but not limited to a change in the ownership of
the Premises or in the Improvements thereon, the execution of
this Lease, or any modification, amendment or transfer thereof,
and whether or not contemplated by the Parties.
     10.3 Joint Assessment.  If the Premises are not separately
assessed, Lessee's liability shall be an equitable proportion of
the Real Property Taxes for all of the land and improvements
included within the tax parcel assessed, such proportion to be
determined by Lessor from the respective valuations assigned in
the assessor's work sheets or such other information as may be
reasonably available.  Lessor's reasonable determination
thereof, in good faith, shall be conclusive
     10.4 Personal Property Taxes.  Lessee shall pay prior to
delinquency of all taxes assessed against and levied upon Lessee
Owned Alterations, Utility Installations, Trade Fixtures,
furnishings, equipment and all personal property of Lessee
contained in the Premises or elsewhere.  When possible, Lessee
shall cause its Trade Fixtures, furnishings, equipment and all
other personal property to be assessed and billed separately
from the real property of Lessor.  If any of Lessee's said
personal property shall be assessed with Lessor's real property,
Lessee shall pay Lessor the taxes attributable to Lessee

<PAGE>

within ten (10) days after receipt of a written statement
setting forth the taxes applicable to Lessee's property or, at
Lessor's option, as provided in Paragraph 10.1(b).

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

12.  Assignment and Subletting.
     12.1 Lessor's Consent Required.
          (a)  Lessee shall not voluntarily or by operation of
law assign, transfer, mortgage or otherwise transfer or encumber
(collectively, "assignment") or sublet all or any part of
Lessee's interest in this Lease or in the Premises without
Lessor's prior written consent given under and subject to the
terms of Paragraph 36.
          (b)  A change in the control of Lessee shall
constitute an assignment requiring Lessor's consent.  The
transfer, on a cumulative basis, of twenty-five percent (25%) or
more of the voting control of Lessee shall constitute a change
in control for this purpose.
          (c)  The involvement of Lessee or its assets in any
transaction, or series of transactions (by way of merger, sale,
acquisition, financing, refinancing, transfer, leveraged buy-out
or otherwise), whether or not a formal assignment or
hypothecation of this Lease or Lessee's assets occurs, which
results or will result in a reduction of the Net Wroth of
Lessee, as hereinafter defined, by an amount equal to or great
than twenty-five percent (2%) of such Net Worth of Lessee as it
was represented to Lessor at the time of the execution by Lessor
of this Lease or at the time of the most recent assignment to
which Lessor has consented, or as it exists immediately prior to
said transaction or transactions constituting such reduction, at
whichever time said Net Worth of Lessee was or is greater, shall
be considered an assignment of this Lease by Lessee to which
Lessor may reasonably withhold its consent.  "Net Worth of
Lessee" for purpose of this Leas shall be the net worth of
Lessee (excluding any guarantors) established under generally
accepted accounting principles consistently applied.  ***See
Paragraph 50.
          (d)  an assignment or subletting of Lessee's interest
in this Lease without Lessor's specific prior written consent
shall, at Lessor's option, be a Default curable after notice per
Paragraph 13.1(c), or a noncurable Breach without the necessity
of any notice and grace period.  If Lessor elects to treat such
unconsented to assignment or subletting as a noncurable Breach,
Lessor shall have the right to either: (i) terminate this Lease,
or (ii) upon thirty (30) days written notice ("Lessor's
Notice"), increase the monthly Base Rent to fair market rental
value or one hundred ten percent (110%) of the Base Rent then in
effect, whichever is great.  Pending determination of the new
fair market rental value, if disputed by Lessee, Lessee shall
pay the amount set forth in Lessor's Notice, with any
overpayment credited against the next installment(s) of Base
Rent coming due, and any underpayment for the period
retroactively to the effective date of the adjustment being due
and payable immediately upon the determination thereof.
Further, in the event of such Breach and market value
adjustment, (i) the purchase price of any option to purchase the
Premises held by Lessee shall be subject to similar adjustment
to the then fair market value (without the good condition), or
one hundred ten percent (110%) of the price previously in
effect, whichever is greater, (ii) any Index-oriented rental or
price adjustment formulas contained in this Lease shall be
adjusted to require that the base index be determined with
reference to the Index applicable to the time of such
adjustment, and (iii) any fixed rental adjustments scheduled
during the remainder of the Lease term shall be increased in the
same ratio as the new market rental bears to the Base Rent in
effect immediately prior to the market value adjustment.
          (a)  Lessee's remedy for any breach of this Paragraph
12.1 by Lessor shall be limited to compensatory damages and
injunctive relief.
     12.2 Terms and Conditions applicable to Assignment and
Subletting.
          (a)  Regardless of Lessors consent, any assignment or
subletting shall not: (i) be effective without the express
written assumption by such assignee or sublessee of the
obligations of Lessee under this Lease, (ii) release Lessee of
any obligations hereunder, or (iii) after the primary liability
of Lessee for the payment of Base Rent and other sums due Lessor
hereunder or for the performance of any other obligations to be
performed by Lessee under this Lease.
          (b)  Lessor may accept any rent or performance of
Lessee's obligations from any person other than Lessee pending
approval or disapproval of an assignment.  Neither a delay in
the approval or disapproval of such assignment nor the
acceptance of any rent or performance shall constitute a waiver
or estoppel of Lessor's right to exercise its remedies for the
Default or Breach by Lessee of any of the terms, covenants or
conditions of this Lease.
          (c)  The consent of Lessor to any assignment or
subletting shall not constitute a consent to any subsequent
assignment or subletting by Lessee or to any subsequent or
successive assignment or subletting by the sublessee.


<PAGE>

However, Lessor may consent to subsequent sublettings and
assignments of the consent, and such action shall not relieve
such persons from liability under this Lease or sublease.
          (d)  In the event of any Default or Breach of Lessee's
obligations under this Lease, Lessor may proceed directly
against Lessee, any Guarantors or any one else responsible for
the performance of the Lessee's obligations under this Lease,
including the sublessee, without first exhausting Lessor's
remedies against any other person or entity responsible therefor
to Lessor, or any security held by Lessor or Lessee.
          (e)  Each request for consent to an assignment or
subletting shall be in writing, accompanied by information
relevant to Lessor's determination as to the financial and
operational responsibility and appropriateness of the proposed
assignee or sublessee, including but not limited to the intended
use and/or required modification of the Premises, if any,
together with a non-refundable deposit of $1,000 or ten percent
(10%) of the current monthly Base Rent, whichever is greater, as
reasonable consideration for Lessor's considering and processing
the request for consent.  Lessee agrees to provide Lessor with
such other or additional information and/or documentation as may
be reasonably requested by Lessor.
          (f)  Any assignee of, or sublessee under, this Lease
shall, by reason of accepting such assignment or entering into
such sublease, be deemed, for the benefit of Lessor, to have
assumed and agreed to conform and comply with each and every
term, covenant, condition and obligation herein to be observed
or performed by Lessee during the term of said assignment or
sublease, other than such obligations as are contrary to or
inconsistent with provisions of an assignment or sublease to
which Lessor has specifically consented in writing.
          (g)  The occurrence of a transaction described in
Paragraph 12.1(c) shall give Lessor the right (but not the
obligation) to require that the Security Deposit be increased to
an amount equal to six (6) times the then monthly Base Rent, and
Lessor may make the actual receipt by Lessor of the amount
required to establish such Security Deposit a condition to
Lessor's consent to such transaction.
          (h)  Lessor, as a condition to giving its consent to
any assignment or subletting, may require that the amount and
adjustment structure of the rent payable under this Lease be
adjusted to what is then the market value and/or adjustment
structure for property similar to the Premises as then
constituted.
     12.3 Additional Terms and Conditions Applicable to
Subletting. The following terms and conditions shall apply to
any subletting by Lessee of all or any part of the Premises and
shall be deemed included in all subleases under this Lease
whether or not expressly incorporated therein:
          (a)  Lessee hereby assigns and transfers to Lessor all
of Lessee's interest in all rentals and income arising from any
sublease of all or a portion of the Premises heretofore or
hereafter made by Lessee, and Lessor may collect such rent and
income and apply same toward Lessee's obligations under this
Lease; provided, however, that until a Breach (as defined in
Paragraph 13.1) shall occur in the performance of Lessee's
obligations under this Lease, Lessee may, except as otherwise
provided in this Lease, receive, collect and enjoy the rents
accruing under such sublease.  Lessor shall not, by reason of
this or any other assignment of such sublease to Lessor, nor by
reason of the collection of the rents from a sublessee, be
deemed liable to the sublessee for any failures of such
sublessee, upon receipt of a written notice from Lessor stating
that a Breach exists in the performance of Lessee's obligations
under this Lease, to pay to Lessor the rents and other charges
due and to become due under the sublease.  Sublessee shall rely
upon any such statement and request from Lessor and shall pay
such rents and other charges due and to become due under the
sublease.  Sublessee shall rely upon any such statement and
request from Lessor and shall pay such rents and other charges
to Lessor without any obligation or right to inquire as to
whether such Breach exists and notwithstanding any notice from
or claim from Lessee to the contrary.  Lessee shall have no
right or claim against said sublessee, or, until the Breach has
been cured, against Lessor, for any such rents and other charges
so paid by said sublessee to Lessor.
          (b)  In the event of a Breach by Lessee in the
performance of its obligations under this Lease, Lessor, at its
option and without any obligation to do so, may require any
sublessee to attorn to Lessor, in which event Lessor shall
undertake the obligations of the sublessor under such sublease
from the time of the exercise of said option to the expiration
of such sublease; provided, however, Lessor shall not be liable
for any prepaid rents or security deposit paid by such sublessee
to such sublessor or for any other prior Defaults or Breaches of
such sublessor under such sublease.
          (c)  Any matter or thing requiring the consent of the
sublessor under a sublease shall also require the consent of
Lessor herein.
          (d)  No sublessee shall further assign or sublet all
or any part of the Premises without Lessor's prior written
consent.
          (e)  Lessor shall deliver a copy of any notice of
Default or Breach by Lessee to the sublessee, who shall have the
right to cure the Default of Lessee within the grace period, if
any, specified in such notice.  The sublessee shall have a right
of reimbursement and offset from and against Lessee for any such
Defaults cured by the sublessee.

<PAGE>


13.  Default; Breach; Remedies.
     13.1 Default; Breach.  Lessor and Lessee agree that if an
attorney is consulted by Lessor in connection with a Lessee
Default of Breach (as hereinafter defined). $350.00 is a
reasonable minimum sum per such occurrence for legal services
and costs in the preparation and service of a notice of Default,
and that Lessor may Include the cost of such services and costs
in said notice as rent due and payable to cure said Default.  A
'Default" is defined as a failure by the Lessee to observe,
comply with or perform any of the terms, covenants, conditions
of rules applicable to Lessee under this Lease.  A "Breach" is
defined as the occurrence of any one or more of the following
Defaults, and, where a grace period for cure after notice is
specified herein, the failure by Lessee to cure such Default
pilot to the expiration of the applicable grace period, shall
entitle Lessor to pursue the remedies set forth in Paragraphs
13.2 and/or 13.3:
          (a)  The vacating of the Premises without the
Intention to reoccupy same, of the abandonment of the Premises.
          (b)  Except as expressly otherwise provided in this
Lease, the failure by Lessee to make any payment of Bass Rent or
any other monetary payment required to be made by Lessee
hereunder, whether to Lessor or to a third party, as and when
due, the failure by Lessee to provide Lessor with reasonable
evidence of Insurance or surety bond required under this Lease,
or the failure of Lessee to fulfill any obligation under this
Lease which endangers or threatens life or property, where such
failure continues for a period of three (3) days following
written notice thereof by or on behalf of Lessor to Lessee.
          (c)  Except as expressly otherwise provided in this
Lease, the failure by Lessee to provide Lessor with reasonable
written evidence (in duly executed original form, if applicable)
of (i) compliance with Applicable Law per Paragraph 8.3, 01) the
Inspection, maintenance and service contracts required under
Paragraph 7.1 (b), (iii) the recession of an unauthorized
assignment or subletting per Paragraph 12.1 (b), (iv) a Tenancy
Statement per Paragraphs 16 or 37, (v) the subordination or non-
subordination of this Lease per Paragraph 30, (v) the guaranty
of the performance of Lessee's obligations under this Lease if
required under Paragraphs 1,11 and 37, (vii) the execution of
any document requested under Paragraph 42 (easements), or (viii)
any other documentation or information which Lessor may
reasonably require of Lessee under the terms of this Lease,
where any such failure continues for a period of ton (10) days
following written notice by or on behalf of Lessor to Lessee.
          (d)  A Default by Lessee as to the terms, covenants.
conditions or provisions of this Lease, or of the rules adopted
under Paragraph 40 hereof, that are to be observed, complied
with or performed by Loans, other than those described in
subparagraphs (a), (b) or (c), above, where such Default
continues for a period of thirty (30) days after written notice
thereof by or on behalf of Lessor to Lessee; provided, however,
that if the nature of Lessee's Default is such that more than
thirty (30) days are reasonably required for its cure, then It
shall not be doomed to be a Breach of this Lease by Lessor it
Lessee commences such cure within said thirty (30) day period
and thereafter diligently prosecutes such cure to completion.
          (e)  The occurrence of any of the following events:
(i) The making by lessee of any general arrangement or
assignment for the benefit of creditors: (ii) Lessee's becoming
a debtor' as defined in 11 U.S.C. 6101 or any successor statute
thereto (unless, in the case of a petition filed against Lessee,
the same is dismissed within sixty (60) days); (iii) the
appointment of a trustee of receiver to take possession of
substantially all of Lessee's assets located at the Premises or
of Lessee's interest in this Lease, where possession is not
restored to Los"* within thirty (30) days; of (iv) the
attachment, execution or other judicial seizure of substantially
all of Lessee's assets located at the Premises or of Lessee's
Interest in this Lease, where such seizure is not discharged
within thirty (30) days; provided, however, in the event that
any provision of this subparagraph (a) is contrary to any
applicable law, such provision shall be of no force or affect
and not affect the validity of the remaining provisions.
               (f)  The discovery by Lessor that any financial
statement given to Lessor by Lessee or any Guarantor of Lessee's
obligations hereunder was materially false.
               (g)  If the performance of Lessee's obligations
under this Lease is guaranteed: (i) the death of a guarantor,
(ii) the termination of a guarantor's liability with respect to
this Lease other than in accordance with the terms of such
guaranty, (iii) a guarantor's becoming insolvent or the subject
of a bankruptcy filing, a guarantor's refusal to honor the
guaranty, or (v) a guarantor's breach of its guaranty obligation
on an anticipatory breach basis. and Lessee's failure, within
sixty (60) days following written notice by or on behalf of
Lessor to Lessee of any such event, to provide Lessor with
written alternative assurance or security, which, when coupled
with the then existing resources of Loans, equals or exceeds the
combined financial resources of Loans and the guarantors that
existed at the time of execution of this Lease.
     13.2 Remedies.  If Leases fails to perform any affirmative
duty or obligation of Lessee under this Lease, within ten (10)
days after written notice to Lessee (or in case of an emergency,
without notice), Lessor may at Its option (but without
obligation to do so), perform such duty or obligation on
Lessor's behalf, including but not limited to the obtaining of
reasonably required bonds.  Insurance policies, or governmental
licenses. permits or approvals.  The costs and expenses of


<PAGE>

any such performance by Lasso( shall be due and payable by
Lessee to Lessor upon Invoice therefor.  If any check given to
Lessor by Leases shall not be honored by the bank upon which it
is drawn, Lessor, at Its option, may require all future payments
to be made under this Lease by Lessee to be made only by
cashier's check.  In the event of a Breach of this Lease by
Lessee, as defined in Paragraph 13. 1, with or without further
notice or demand, and without limiting Lessor in the exercise of
any right or remedy which Lessor may have by reason of such
Breach, Lessor may:
          (a)  Terminate Lessee's right to possession of the
Premises by any lawful means, in which case this Lease and the
term hereof shall terminate and Lessee shall immediately
surrender possession of the Premises to Lessor.  In such event
Lessor shall be entitled to recover from Lessee:  (i) the worth
at the time of the award of the unpaid rent which had been
earned at the time of termination; (ii) the worth at the time of
award of the amount by which the unpaid rent which would have
been earned after termination until the time of award exceeds
the amount of such rental loss that the Lessee proves could have
been reasonably avoided; (iii) the worth at the time of award of
the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss
that the Lessee proves could be unreasonably avoided; and (iv)
any other amount necessary to compensate Lessor for all the
detriment proximately caused by the Lessee's failure to perform
its obligations under this Lease or which in the ordinary course
of things would be likely to result therefrom, including but not
limited to the cost of recovering possession of the Premises,
expenses or reletting, including necessary renovation and
alteration of the Premises, reasonable attorneys' fees , and
that portion of the leasing commission paid by lessor applicable
to the unexpired term of this lease.  the worth at the time of
award of the amount referred to in provision (iii) the prior
sentence shall be computed by discounting such amount at the
discount rate of the federal reserve bank of San Francisco at
the time of award plus one percent (1%).  Efforts by lessor to
mitigate damages caused by lessee's default or breach of this
lease shall not waive Lessor's right to recover damages under
this paragraph.  If termination of this lease is obtained
through the provisional remedy of unlawful detainer, lessor
shall have the right to recover in such proceeding the unpaid
rent and damages as are recoverable therein, or lessor may
reserve therein the right to recover all or any part thereof in
a separate suit for such rent and/or damages.  If a notice and
grace period required under subparagraphs 13.1(b), (c), or (d)
was not previously given, a notice to pay rent or quit, or to
perform or quit, as the case may be, given to lessee under any
statute authorizing the forfeiture of leases for unlawful
detainer shall also constitute the applicable notice for grace
period purposes required by subparagraphs 13.1(b), (c) or (d).
in such case, the applicable grace period subparagraphs 13.1(b),
(c) or (d) and under the unlawful detainer statute shall run
concurrently after the one such statutory notice, and the
failure of lessee to cure the default within the greater of the
two such grace periods shall constitute both an unlawful
detainer and a breach of this lease entitling lessor to the
remedies provided for in this lease and/or by said statute.
          (b)  Continue the Lease and Lessee's right to
possession in effect (in California under California Civil Code
Section 1951.4) after Lessee's Breach and abandonment and
recover the rent as it becomes due, provided Lessee has the
right to sublet or assign, subject only to reasonable
limitations.  See Paragraphs 12 and 36 for the limitations on
assignment and subletting which limitations Lessee and Lessor
agree are reasonable.  Acts of maintenance or preservation,
efforts to relet the Premises, or the appointment of a receiver
to protect the Lessor's Interest under the Lease, shall not
constitute a termination of the Lessee's right to possession.
          (c)  Pursue any other remedy now or hereafter
available to Lessor under the laws or judicial decisions of the
state wherein the Premises are located.
          (d)  The expiration or termination of this Lease
and/or the termination of Lessee's right to possession shall not
relieve Lessee from liability under any Indemnity provisions of
this Lease as to matters occurring or accruing during the term
hereof or by reason of Lessee's occupancy of the Premises.
     13.3 Inducement Recapture in Event Of Breach.  Any
agreement by Lessor for free or abated rent or other charges
applicable to the Premises, or for the giving or paying by
Lessor to or for Lessee of any cash or other bonus, inducement
or consideration for Lessee's entering into this Lease, all of
which concessions are hereinafter referred to as "inducement
Provisions" shall be doomed conditioned upon Lessee's full and
faithful performance of all of the terms, covenants and
conditions of this Lease to be performed or observed by Lessor
during the term hereof as the same may be extended.  Upon the
occurrence of a Breach of this Lease by Lessee, as defined in
Paragraph 13.1, any such Inducement Provision shall
automatically be doomed deleted from this Lease and of no
further force or effect, and any rent, other charge, bonus,
Inducement or consideration theretofore abated, given or paid by
Lessor under such an Inducement Provision shall be immediately
due and payable by Lessee to Lessor, and recoverable by Lessor
as additional rent due under this Lease notwithstanding any
subsequent cure of said Breach by Lessor.  The acceptance by
Lessor of rent or the cure of the Breach which initiated the
operation of this Paragraph shall not be deemed a waiver by
Lessor of the provisions of this Paragraph unless specifically
so stated in writing by Lessor at the time of such acceptance.

<PAGE>

     13.4 Late Charges.  Lessee hereby acknowledges that late
payment by Lessee to Lessor of rent and other sums due hereunder
will cause Lessor to Incur costs not contemplated by this Lease,
the exact amount of which will be extremely difficult to
ascertain.  Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be
Imposed upon Lessor by the terms of any ground lease, mortgage
or trust deed covering the Premises.  Accordingly, It any
installment of rent or any other sum due from Lessee shall not
be received by Lessor or Lessor's designee within five (5) days
after such amount shall be due, than, without any requirement
for notice to Lessee.  Lessee shall pay to Lessor a late charge
equal to six percent (6%) of such overdue amount.  The parties
hereby agree that such late charge reflects a fair and
reasonable estimate of the costs Lessor will Incur by reason of
late payment by Lessee.  Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee's Default
or Breach with respect to such overdue amount, nor prevent
Lessor from exercising any of the other rights and remedies
granted hereunder.  In the event that a late charge is payable
hereunder, whether or not collected, for three (3) consecutive
installments of Base Rent, then notwithstanding Paragraph 4.1 or
any other provision of this Lease to the contrary, Bass Rant
shall, at Lasso('& option, become due and payable quarterly in
advance.
     13.5 Breach by Lessor.  Lessor shall not be doomed in
breach of this Lease unless Lessor fails within a reasonable
time to perform an obligation required to be performed by
Lessor.  For purposes of this Paragraph 13.5. a reasonable time
shall in no event be less than thirty (30) days after receipt by
Lessor, and by the holders of any ground lease, mortgage or deed
of trust covering the Premises whose name and address shall have
been furnished Lessee in writing for such purpose, of written
notice specifying wherein such obligation of Lessor has not been
performed; provided, however, that it the nature of Lessor's
obligation is such that more than thirty (30) days after such
notice are reasonably required for Its performance, then Lessor
shall not be in breach of this Lease if performance is commenced
within such thirty (30) day period and thereafter diligently
pursued to completion.

14.  Condemnation.  If the Premises or any portion thereof are
taken under the power of eminent domain or sold under the threat
of the exercise of said power (all of which are herein called
"condemnation"), this Lease shall terminate as to the part so
taken as of the date the condemning authority takes title or
possession, whichever first occurs.  If more than ten percent
(10%) of the floor area of the Premises, or more than twenty-
five percent (25%) of the land area not occupied by any
building, is taken by condemnation, Lessee may, at Lessee's
option, to be exercised in writing within ten (10) days after
Lessor shall have given Lessee written notice of such taking (or
in the absence of such notice, within ten (10) days fate the
condemnation authority shall have taken possession) terminate
this Lease as of the date the condemning authority takes such
possession.  If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full
force and effect as to the portion of the Premises remaining,
except that the Base Rent shall be reduced in the same
proportion as the rentable floor area of the Premises taken
bears to the total rentable floor area of the building located
on the Premises.  No reduction of Base Rent shall occur if the
only portion of the Premises taken is land on which there is no
building.  Any award for the taking of all or any part of the
Premises under the power of eminent domain or any payment made
under threat of the exercise of such power shall be the property
of Lessor, whether such award shall be made as compensation for
diminution in value of the leasehold or for the taking of the
fee, or as severance damages, provided, however, that Lessee
shall be entitled to any compensation separately awarded to
Lessee for Lessee's relocation expenses and/or loss of Lessee's
Trade Fixtures.  In the event that this Lease is not terminated
by reason of such condemnation, Lessor shall to the extent of
its net severance damages received, over and above the legal and
other expenses incurred by Lessor in the condemnation matter,
repair any damage to the Premises caused by such condemnation,
except to the extent that Lessee has been reimbursed therefor by
the condemning authority.  Lessee shall be responsible for the
payment of any amount in excess of such net severance damages
required to complete such repair.

15.  Broker's Fee.
     15.1 The Brokers named in Paragraph 1.10 are the procuring
causes of this Lease.
     15.2 Upon execution of this Lease by both Parties, Lessor
shall pay to said Brokers jointly, or in such separate shares as
they may mutually designated in writing, a fee as set forth in a
separate written agreement between Lessor and said Brokers (or
in the event there is no separate written agreement between
Lessor and said Brokers, the sum of $      N/A
      for brokerage services rendered by said Brokers to Lessor
in this transaction.
     15.3 Unless Lessor and Brokers have otherwise agreed in
writing, Lessor further agrees that: (a)if Lessee exercises any
Option (as defined in Paragraph 39.1) or any Option subsequently
granted which is substantially similar to an Option granted to
Lessee in this Lease, of (b)if Lessee acquires any rights to the
Premises or other premises described in this Lease which are
substantially similar to what Lessee would have acquired had an
Option herein granted to lessee been exercised, or (c) if Lessee
remains in possession of the Premises, with the consent of
Lessor, after the expiration of the term


<PAGE>


of this Lease after having failed to exercise an Option, or
(d)if said Brokers are the procuring cause of any other lease or
sale entered into between the Parties pertaining to the Premises
herein, then as to any of said transactions, Lessor shall pay
said Brokers a fee in accordance with the schedule of said
Brokers in effect at the time of the execution of this Lease.
     15.4 Any buyer of transferee of Lessor's interest in this
Lease, whether such transfer is by agreement or by operation of
law, shall be doomed to have assumed Lessor's obligation under
this Paragraph 1 5. Each Broker shall be a third party
beneficiary of the provisions of this Paragraph I 5 to the
extent of Its Interest in any commission arising from this Lease
and may enforce that right directly against Lessor and Its
successors.
     15.5 Lessee and Lessor each represent and warrant to the
other that It has had no dealings with any person, firm, broker
or finder (other than the Brokers, if any named in Paragraph
1.10) in connection with the negotiation of this Lease and/or
the consummation of the transaction contemplated hereby, and
that no broker or other person, firm or entity other than said
named Broker is entitled to any commission or finder's fee in
connection with said transaction.  Lessee and Lessor do each
hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges
which may be claimed by any such unnamed broker, finder or other
similar party by reason of any dealings or actions of the
Indemnifying Party, including any costs, expenses, attorneys'
fees reasonably Incurred with respect thereto.
     15.6 Lessor and Lessee hereby consent to and approve all
agency relationships, including any dual agencies, indicated in
Paragraph 1.10.

16.  Tenancy Statement.
     16.1 Each Party ("Responding Party") shall within ten (10)
days after written notice from the other Party (the "Requesting
Party") execute, acknowledge and deliver to the Requesting Party
a statement in writing in form similar to the then most current
'Tenancy Statement form published by the American Industrial
Real Estate Association, plus such additional Information,
confirmation and/of statements as may be reasonably requested by
the Requesting Party.
     16.2 If Lessor desires to finance, refinance, or sell the
Premises, any part thereof, or the building of which the
Premises are a part, Lessee and all Guarantors of Lessee's
performance hereunder shall deliver to any potential lender or
purchaser designated by Lessor such financial statements of
Lessee and such Guarantors as may be reasonably required by such
lender or purchaser including but not limited to Lessee's
financial statements for the past three (3) years.  All such
financial statements shall be received by Lessor and such lender
or purchaser in confidence and shoji be used only for the
purposes herein set forth.

17.  Lessor's Liability.  The term "Lessor" as used herein shall
mean the owner or owners at the time in question of the fee
title to the Premises or, if this is a sublease, of the Lessee's
Interest in the prior too".  In the event of a transfer of
Lessor's title or Interest in the Premises or in this Lease,
Lessor shall deliver to the transferee or assignee (in cash or
by credit) any unused Security Deposit hold by Lessor at the
time of such transfer or assignment.  Except as provided in
Paragraph 15, upon such transfer or assignment and delivery of
the Security Deposit. as aforesaid, the prior Lessor shall be
relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the
Lessor.  Subject to the foregoing, the obligations and/or
covenants in this Lease to be performed by the Lessor shall be
binding only upon the Lessor as hereinabove defined.

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

19.  Interest and Post-Due Obligations.  Any monetary payment
due Lessor hereunder, other than late charges, not received by
Lessor within thirty (30) days following the date on which it
was due, shall bear interest from the thirty-first (31st) day
after it was due at the rate of 12% per annum, but not exceeding
the maximum rate allowed by law, in addition to the late charge
provided for in Paragraph 13.4.

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

21.  Rent Defined.  All monetary obligations of Lessee to Lessor
under the terms of this Lease are deemed to be rent.

22.  No Prior or Other Agreements; Broker Disclaimer.  This
Lease contains all agreements between the Parties with respect
to any matter mentioned herein, and no other prior or
contemporaneous agreement or understanding shall be effective.
Lessor and Lessee each represents and warrants to the Brokers
that it has made, and is relying solely upon, its own

<PAGE>


Investigation as to the nature, quality, character and financial
responsibility of the other Party to this Lease and as to the
nature, quality and character of the Premises.  Brokers have no
responsibility with respect thereto or with respect to any
default of breach hereof by either Party.

23. Notice.
     23.1 All notices required or permitted by this Lease shall
be in writing and may be delivered in person (by hand or by
messenger or courier service) or may be sent by regular,
certified or registered mail or U.S. Postal Service Express
Mail, with postage prepaid, or by facsimile transmission' and
shall be deemed sufficiently given if served in a manner
specified in this Paragraph 23.  The addresses noted adjacent to
a Party's signature on this Lease shall be that Party's address
for delivery of mailing of notice purposes.  Either Party may by
written notice to the other specify a different address for
notice purposes, except that upon Lessee's taking possession of
the Premises, the Premises shall constitute Lessee's address for
the purpose of mailing or delivering notices to Lessee.  A copy
of all notices (required or permitted to be given to Lessor
hereunder shall be concurrently transmitted to such party or
parties at such addresses as Lessor may from time to time
hereafter designate by written notice to Lessee.
     23.2 Any notice sent by registered mail or certified mail,
return receipt requested, shall be deemed given on the date of
delivery shown on the receipt card, or if no delivery date is
shown, the postmark thereon.  If not by regular mail, the notice
shall be deemed given forty-eight (48) hours after the same is
addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight
courier that guarantees next day delivery shall be deemed given
twenty-four (24) hours after delivery of the "me to the United
States Postal Service or courier.  If any notice is transmitted
by facsimile transmission or similar means, the same shall be
deemed served or delivered upon telephone confirmation of
receipt of the transmission thereof, provided a copy is also
delivered via delivery or mail.  If notice is received on a
Sunday at legal holiday, it shall be deemed received on the next
business day.

24.  Waivers.  No waiver by Lessor of the Default or Breach of
any term, covenant or condition hereof by Lessee, shall be
deemed a waiver of any other term, covenant or condition hereof,
or of any subsequent Default or Breach by Lessee of the same or
of any other term, covenant or condition hereof.  Lessor's
consent to, or approval of, any act shall not be deemed to
render unnecessary the obtaining of Lessor's consent to, or
approval of, any subsequent or similar act by Lessee, or be
construed as the basis of an estoppel to enforce the provision
or provisions of this Lease requiring such consent.  Regardless
of Lessor's knowledge of a Default or Breach at the time of
accepting rent, the acceptance of rent by Lessor shall not be a
waiver of any preceding Default or Breach by Lessee of any
provision hereof, other than the failure of Lessee to pay the
particular rent so accepted.  Any payment given Lessor by Lessee
may be accepted by Lessor on account of moneys or damages due
Lessor, notwithstanding any qualifying statements or conditions
made by Lessee in connection therewith, which such statements
and/or conditions shall be o no force or effect whatsoever
unless specifically agreed to in writing by Lessor at or before
the time of deposit of such payment.

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

26.  No Right To Holdover.  Lessee has no right to retain
possession of the Premises or any part thereof beyond the
expiration or earlier termination of this Lease.

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

28.  Covenants and Conditions.  All provisions of this Lease to
be observed or performed by Lessee are both covenants and
conditions.

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

30.  Subordination; Attornment; Non-Disturbance.

<PAGE>


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

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

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

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

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

32.  Lessor's Access; Showing Premises; Repairs.  Lessor and
Lessor's agents shall have the right to enter the Premises at
any time, in the case of an emergency, and otherwise at
reasonable times for the purpose of showing the same to
prospective purchasers, lenders, or lessees, and making such
alterations, repairs, improvements of additions to the Premises
or to the building of which they are a part, as Lessor may
reasonably deem necessary.  Lessor may at any time place on or
about the Premises or building any ordinary "For Sale" signs and
Lessor may at any time during the last one hundred twenty (120)
days of the term hereof place on or about the Premises any
ordinary "For Lease" signs.  All such activities of Lessor shall
be without abatement of rent or liability to Lessee.

33.  Auctions.  Lessee shall not conduct, nor permit to be
conducted, either voluntarily or involuntarily, any auction upon
the Premises without first having obtained Lessor's prior
written consent.  Notwithstanding anything to the contrary in
this Lease, Lessor shall not be obligated to exercise any
standard of reasonableness in determining whether to grant such
consent.

<PAGE>



34.  Signs.  Lessee shall not place any sign upon the Premises,
except that Lessee may, with Lessor's prior written consent,
install (but not on the roof) such signs as are reasonably
required to advertise Lessee's own business.  The installation
of any sign on the Premises by or for Lessee shall be subject to
the provisions of Paragraph 7 (Maintenance, Repairs, Utility
Installations, Trade Fixtures and Alterations).  Unless
otherwise expressly agreed herein, Lessor reserves all rights to
the use of the roof and the right to install, and all revenues
from the installation of, such advertising signs on the
Premises, including the roof, as do not unreasonably interfere
with the conduct of Lessee's business.

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

36.  Consents.

          (a)  Except for Paragraph 33 hereof (Auctions) or as
otherwise provided heroin, wherever in this Lease the consent of
a Party is required to an act by or for the other Party, such
consent shall not be unreasonably withheld or delayed.  Lessor's
actual reasonable costs and expenses (including but not limited
to architects', attorneys', engineers' or other consultants'
fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent pertaining to this
Lease or the Premises, including but not limited to consents to
an assignment, a subletting or the presence or use of a
Hazardous Substance, practice or storage tank, shall be paid by
Lessee to Lessor upon receipt of an invoice and supporting
documentation therefor.

     Subject to Paragraph 12.2(s) (applicable to assignment or
subletting), Lessor may, as a condition to considering any such
request by Lessee, require that Lessee deposit with Lessor an
amount of money (in addition to the Security Deposit held under
Paragraph 5) reasonably calculated by Lessor to represent the
cost Lessor will incur in considering and responding to Lessee's
request.  Except as otherwise provided, any unused portion of
said deposit shall be refunded to Lessee without interest.
Lessor's consent to any act, assignment of this Lease or
subletting of the Premises by Lessee shall not constitute an
acknowledgment that no Default or Breach by Lessee of this Lease
exists, nor shall such consent be deemed a waiver of any then
existing Default or Breach, except as may be otherwise
specifically stated in writing by Lessor at the time of such
consent.

          (b)  All conditions to Lessor's consent authorized by
this Lease are acknowledged by Lessee as being reasonable.  The
failure to specify herein any particular condition to Lessor's
consent shall not preclude the imposition by Lessor at the time
of consent of such further or other conditions as are then
reasonable with reference to the particular matter for which
consent is being given.

37.  Guarantor.
     37.1 If there are to be any Guarantors of this Lease per
Paragraph 1.11, the form of the guaranty to be executed by each
such Guarantor shall be in the form most recently published by
the American Industrial Real Estate Association, and each said
Guarantor shall have the same obligations as Lessee under this
Lease, including but not limited to the obligation to provide
the Tenancy Statement and information called for by Paragraph
16.
     37.2 It shall constitute a Default of the Lessee under this
Leaseifany such Guarantor fails or refuses, upon reasonable
request by Lessor to give: (a) evidence of the due execution of
the guaranty called for by this Lease, including the authority
of the Guarantor (and of the party signing an Guarantor's
behalf) to obligate such Guarantor on said guaranty, and
including in the case of a corporate Guarantor, a certified copy
of a resolution of its board of directors authorizing the making
of such guaranty, together with a certificate of incumbency
showing the signature of the persons authorized to sign on its
behalf, (b) current financial statements of Guarantor as may
from time to time be requested by Lessor, (c) a Tenancy
Statement, or (d) written confirmation that the guaranty is
still in effect.

<PAGE>


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

39. Options.
     39.1 Definition.  As used in this Paragraph 39 the word
"Option" has the following meaning: (a) the right to extend the
term of this Lease or to renew this Lease or to extend or renew
any lease that Lessee has on other property of Lessor; (b) the
right of first refusal to lease the Premises or the right of
first offer to lease the Premises or the right of first refusal
to lease other property of Lessor or the right of first offer to
lease other property of Lessor; (c) the right to purchase the
Premises, or the right of first refusal to purchase the
Premises, or the right of first offer to purchase the Premises,
or the right to purchase other property of Lessor, or the right
of first refusal to purchase other property of Lessor, or the
right of first offer to purchase other property of Lessor.
     39.2 Options Personal To Original Lessee.  Each Option
granted to Lessee in this Lease is personal to the original
Lessee named in Paragraph 1.1 hereof, and cannot be voluntarily
or involuntarily assigned or exercised by any person or entity
other than said original Lessee while the original Lessee is in
full and actual possession of the Premises and without the
intention of thereafter assigning or subletting.  The Options,
if any, herein granted to Lessee are not assignable, either as a
part of an assignment of this Lease or separately or apart
therefrom, and no Option may be separated from this Lease in any
manner, by reservation or otherwise.
     39.3 Multiple Options.  In the event that Lessee has any
Multiple Options to extend or renew this Lease, a later Option
cannot be exercised unless the prior Options to extend or renew
this Lease have been validly exercised.
     39.4 Effect of Default on Options.
          (a)  Lessee shall have no right to exercise an Option,
notwithstanding any provision in the grant of Option to the
contrary: (i) during the period commencing with the giving of
any notice of Default under Paragraph 13.1 and continuing until
the noticed Default is cured, or (ii) during the period of time
any monetary obligation due Lessor from Lessee is unpaid
(without regard to whether notice thereof is given Lessee), or
(iii) during the time Lessee is in Breach of this Lease, or (iv)
in the event that Lessor has given to Lessee three (3) or more
notices of Default under Paragraph 13.1, whether or not the
Defaults are cured, during the twelve (12) month period
immediately preceding the exercise of the Option.
          (b)  The period of time within which an Option may be
exercised shall not be extended or enlarged by reason of
Lessee's inability to exercise an Option because of the
provisions of Paragraph 39.4(a).
          (c)  All rights of Lessee under the provisions of an
Option shall terminate and be of no further force or effect,
notwithstanding Lessee's due and timely exercise of the Option,
if , after such exercise and during the term of this Lease, (i)
Lessee fails to pay to Lessor a monetary obligation of Lessee
for a period of thirty (30) days after such obligation becomes
due (without any necessity of Lessor to give notice thereof to
Lessee), or (ii) Lessor gives to Lessee three (3) or more
notices of Default under Paragraph 13.1 during any twelve (12)
month period, whether or not the Defaults are cured, or
(iii)ifLessee commits a Breach of this Lease.

40.  Multiple buildings.  If the Premises are part of a group of
buildings controlled by Lessor, Lessee agrees that it will abide
by, keep and observe all reasonable rules and regulations which
Lessor may make from time to time for the management, safety,
care, and cleanliness of the grounds, the parking and unloading
of vehicles and the preservation of good order, as well as for
the convenience of other occupants or tenants of such other
buildings and their invitees, and that Lessee will pay its fair
share of common expenses incurred in connection therewith.

41.  Security Measures.  Lessee hereby acknowledges that the
rental payable to Lessor hereunder does not include the cost of
guard service or other security measures, and that Lessor shall
have no obligation whatsoever to provide same.  Lessee assumes
all responsibility for the protection of the Premises, Lessee,
its agents and invitees and their property from the acts of
third parties.

42.  Reservations.  Lessor reserves to itself the right, from
time to time, to grant, without the consent or joinder of
Lessee, such easements, rights and dedications that Lessor deems
necessary, and to cause the recordation of parcel maps and
restrictions, so long as such easements, rights, dedications.
maps and restrictions do not unreasonably interfere with the use
of the Premises by Lessee.  Lessee agrees to sign any documents
reasonably requested by Lessor to effectuate any such easement
rights, dedications map or restrictions.

<PAGE>


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

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

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

46.  Offer.  Preparation of this Lease by Lessor or Lessor's
agent and submission of same to Lessee shall not be deemed an
offer to lease to Lessee.  This Lease is not intended to be
binding until executed by all Parties hereto.

47.  Amendments.  This Lease may be modified only in writing,
signed by the Parties in interest at the time of the
modification.  The parties shall amend this Lease from lime to
time to reflect any adjustments that are made to the Base Rent
or other rent payable under this Lease.  As long as they do not
materially change Lessee's obligations hereunder, Lessee agrees
to make such reasonable non-monetary modifications to this Lease
as may be reasonably required by an institutional, insurance
company. or pension plan Lender in connection with the obtaining
of normal financing of refinancing of the property of which the
Premises are a part.

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

49.  Addition to Paragraph 2.4.  Notwithstanding the foregoing,
Lessor agrees, at its sole cost and expense, to cause to be
constructed on the Premises on or before October 1, 1994, such
improvements and modifications as are specifically described in
the plans and specifications previously delivered by Lessor and
Lessee and initialed by such parties to identify such plans and
specifications as being those referred to herein.

50.  Addition to Paragraph 12.1(c).  Notwithstanding the
foregoing, Lessee may assign or sublease (whether by operation
of law or otherwise) all or any portion of the Premises to any
affiliate of Lessee which controls Lessee, in controlled by
Lessee or is under common control with Lessee or to any
nonaffiliated party which, at the time of any such assignment or
subletting, has a Net Worth equal to or exceeding the Net Worth
of Lessee; provided, however, that no such assignment or
subletting shall relieve Lessee of any of its obligations to
Lessor hereunder, or otherwise.


LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE
AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE
EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY
CONSENT THERETO.  THE PARTIES HEREBY AGREE THAT, AT THE TIME
THIS LEASE is EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
REASONA13LE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND
LESSEE WITH RESPECT TO THE PREMISES.


IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR
SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL.  FURTHER, EXPERTS
SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS
TO THE POSSIBLE PRESENCE OF ASBESTOS, STORAGE TANKS OR HAZARDOUS
SUBSTANCES.  If REPRESENTATION OR RECOMMENDATION IS MADE BY THE
AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL
ESTATE BROKER(S) OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR
THE

<PAGE>


TRANSACTION TO WHICH IT RELATES. THE PARTIES SHALL RELY SOLELY
UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX
CONSEQUENCES OF THIS LEASE.  If THE SUBJECT PROPERTY is LOCATED
IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE
WHERE THE PROPERTY is LOCATED SHOULD BE CONSULTED.

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

    Executed at BURBANK, CA. On June 24, 1994 by LESSOR:
          HUTCO, A CALIFORNIA GEN. PARTNERSHIP.

     Executed by LESSEE:  ED BUFORD, President of TEMCO
          FIREPLACE PRODUCTS, INC.


NOTICE:   These forms are often modified to meet changing
          requirements of law and industry needs.  Always write
          or call to make sure you are utilizing the most
          current form:  American Industrial Real Estate
          Association, 345 South Figueroa Street, Suite M-1, Los
          Angeles, CA 90071. (213) 687-8777.  Fax.  Ifo. (213)
          687-8616.

     Copyright 1990 by American Industrial Real Estate
Association.  All rights reserved.
No part of these works may be reproduced in any form without
permission in writing.


                       RENT ADJUSTMENT(S)
                           ADDENDUM TO
                         STANDARD LEASE

Dated          April 25, 1994

By and Between (Lessor) HUTCO, A CALIFORNIA GEN.  PARTNERSHIP
                         ------------------------------------

(Lessee) TEMCO FIREPLACE PRODUCTS, INC.
         ------------------------------

Property Address: 1324 McARTHUR DRIVE, MANCHESTER, TENN  37355
                  --------------------------------------------
Paragraph      49.
               --


A.   RENT ADJUSTMENTS:

     The monthly rent for each month of the adjustment period(s)
specified below shall be increased using the method(s) indicated
below:

(Check Method(s) to be Used and Fill in Appropriately)

[X]  I.   Cost of Living Adjustment(s) (COL)

     (a)  On (Fill In COL Adjustment Date(s): OCTOBER 15, 1999;
OCTOBER 15, 2004; OCTOBER 15, 2009; OCTOBER 15, 2014
the monthly rent payable under paragraph 1.5 ("Bass Rent") of
the attached Lease shall be adjusted by the change, if any, from
the Base Month specified below, in the Consumer Price Index of
the Bureau of Labor Statistics of the U.S. Department of Labor
for (select one): [X] CPI W (Urban Wage Earners and Clerical
Workers) or [ ] CPI U (All Urban Consumers), for (Fill In Urban
Area):   TENNESSEE
All items (1967 = 100), herein referred to as "C.P.I."

     (b)  The monthly rent payable in accordance with paragraph
A1(a) of this Addendum shall be calculated as follows: the Base
Rent set forth in paragraph 1.5 of the attached Lease, shall be
multiplied by a

<PAGE>


fraction the numerator of which shall be the C.P.I. of the
calendar month 2 (two) months prior to the month(s) specified in
paragraph A1(a) above during which the adjustment is to take
effect, and the denominator of which shall be the C.P.I. of the
calendar month which is two (2) months prior to (select one): [
] the first month of the term of this Lease as set forth in
paragraph 1.3 ("Base The sum so calculated shall constitute the
new monthly rent hereunder, but In no event, shall any such new
monthly rent be less than the rent payable for the month
Immediately preceding the date for rent adjustment.

     (c)  In the event the compilation and/or publication of the
C.P.I. shall be transferred to any other governmental department
or bureau or agency or shall be discontinued, then the Index
most nearly the same as the C.P.I. shall be used to make such
calculation.  In the event that Lessor and Lessee cannot agree
on such alternative Index, then the matter shall be submitted
for decision to the American Arbitration Association in
accordance with the then rules of said association and the
decision of the arbitrators shall be binding upon the parties.
The cost of said Arbitrators shall be paid equally by Lessor and
Lessee.

[ ]  II.  Market Rental Value Adjustment(s) (MRV)

     (a)  On (Fill in MRV Adjustment Date(s):

________________________________________________________________

____________________



the monthly rent payable under paragraph 1.5 ("Base Rent") of
the attached Lease shall be adjusted to the "Market Rental
Value" of the property as follows:

          (1)  Four months prior to the Market Rental Value
     (MRV) Adjustment Date(s) described above, Lessor and Lessee
     shall meet to establish an agreed upon new MRV for the
     specified term.  If agreement cannot be reached, then:

               (i)  Lessor and Lessee shall immediately appoint
          a mutually acceptable appraiser or broker to establish
          the new MRV within the next 30 days.  Any associated
          costs will be split equally between the parties, or

               (ii) Both Lessor and Lessee shall each
          immediately select and pay the appraiser or broker of
          their choice to establish a MRV within the next 30
          days.  If, for any reason, either one of the
          appraisals is not completed within the next 30 days,
          as stipulated, then the appraisal that is completed at
          that time shall automatically become the new MRV.  If
          both appraisals are completed and the two
          appraisers/brokers cannot agree on a reasonable
          average MRV then they shall immediately select a third
          mutually acceptable appraiser/broker to establish a
          third MRV within the next 30 days.  The average of the
          two appraisals closest in value shall then become the
          new MRV.  The costs of the third appraisal will be
          split equally between the parties.

          (2)  In any event, the new MRV shall not be less than
     the rent payable for the month immediately preceding the
     date for rent adjustment.

     (b)  Upon the establishment of each New Market Rental Value
as described in paragraph AII:

          (1)  the monthly rental sum so calculated for each
     term as specified in paragraph AII(a) will become the new
     "Base Rent" for the purpose of calculating any further Cost
     of Living Adjustments as specified in paragraph AI(a) above
     and

          (2)  the first month of each Market Rental Value term
     as specified in paragraph AII(a) shall become the new "Base
     Month" for the purpose of calculating any further Cost of
     Living Adjustments as specified in paragraph AI(b).

<PAGE>


[ ]  III. Fixed Rental Adjustment(s) (FRA)

The monthly rent payable under paragraph 1.5 ("Base Rent') of
the attached Lease shall be increased to the following amounts
on the dates set forth below:

     On (Fill in FRA Adjustment Date(s)):
The New Base Rental shall be:

     ____________________               $______________
     ____________________               $______________
     ____________________               $______________
     ____________________               $______________


B.   NOTICE: Unless specified otherwise herein, notice of any
escalations other than Fixed Rental Adjustment(s) shall be made
as specified in paragraph 23 of the attached Lease.

C.   BROKER'S FEE:  N/A

     The Real Estate Brokers specified in paragraph 1.10 of the
     attached Lease shall be paid a Brokerage Fee for each
     adjustment specified above in accordance with paragraph 15
     of the attached Lease.



<PAGE>

                           EXHIBIT "A"

Description of Real Estate
--------------------------

TRACT NO. 1

     Lying and being in the 1st Civil District of Coffee County,
     Tennessee, and being more particularly described as
     follows:  BEGINNING at the corner of a fence located in the
     easterly margin of Sparta Branch Railroad, said corner also
     being the northwest corner of Spry's property and running
     north 15 degrees east along the easterly margin of said
     Sparta Branch Railroad 394.2 feet to an iron pipe; thence
     south 85 degrees 45 minutes east along the southerly lot
     line of Jernigan land and an old fence line 441.5 feet to
     an iron pipe; thence south 1 degrees 45 minutes west 39
     feet to a stone and iron stake; thence north 85 degrees 45
     minutes west 442.5 feet to corner of fence, the same being
     the point of beginning, according to survey by Claude
     Ingram dated August 10, 1971.


TRACT NO. 2:

     BEGINNING at a point in the east right of way line of the
     L&N RR Co., one hundred (100) feet eastwardly from and at
     right angles to centerline of main track of the L&N RR Co.,
     at Valuation Station 531+20, which point is six hundred
     eighty six (686) feet measured northwardly from Mile Post
     10 from Tullahoma, Tennessee; thence southwestwardly fifty
     one and six tenths (51.6) feet to a point fifty (50) feet
     eastwardly from and at right angles to the centerline of
     said main track at Valuation Station 531+07; thence
     northwardly along a line fifty (50) feet eastwardly from
     and parallel to said centerline of main track nine hundred
     five and seven tenths (905.7) feet to a point opposite
     Valuation Station 540+18; thence northeastwardly fifty one
     (51) feet, more or less, to a point in L&N RR Co.'s east
     right of way line one hundred (100) feet, eastwardly from
     and at right angles to centerline of main track at
     Valuation Station 540+28; thence southwardly along the east
     right of way line of the L&N RR Co., one hundred (100) feet
     eastwardly from and parallel to centerline of said main
     track nine hundred two and seven tenths (902.7) feet, to
     point of beginning, containing 45,175 square feet, more or
     less.


TRACT NO. 3:

     Being located in the 1st (formerly 5th) Civil District of
     Coffee County, State of Tennessee, and in the City of
     Manchester, and beginning at an iron pipe in the east
     margin of the right of way of the Sparta Branch Railroad at
     Spry's southwest corner; thence south 85 deg. 45 min. east
     along Spry's south line 200 feet to a stake at Spry corner;
     thence north 15 deg. 30 min. east along Spry's east line
     100 feet to an iron pipe in Dodd's south line; thence south
     85 deg. 45 min. east along Dodd's south line 242.6 feet to
     an iron stake; thence south 19 deg. 45 min. west 992.2 feet
     to an iron pipe in Terrell's north line and at the
     southwest corner of the west end of a 50-foot road; thence
     north 89 deg. West along a fence, Terrell's north line,
     377.5 feet to a stake at the corner of a fence in the east
     margin of the right of way of the Sparta Branch Railroad;
     thence north 15 deg. 30 min. east along the east margin of
     said railroad right of way 905.2 feet to the place of
     beginning, and containing 8.75 acres, as surveyed by Claude
     Ingram, Coffee County Surveyor, on the 23rd day of
     September 30, 1970.

     There is also conveyed the right on ingress and egress over
     and upon a 50-foot wide roadway extending from Highway 55
     to the southeast corner of the above described property,
     said roadway being 50 feet in width and extending in length
     331 feet.