FORM OF

Exhibit 10.17

FORM OF

GROUND LEASE

dated as of _________, 1998

between

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("Lessor")

and

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("Lessee")

Table of Contents

Preamble - Parties and Addresses
Page

ARTICLE I DEMISE OF LEASED LAND...................................................................................1

1.01. Description of Leased Land........................................................................1
1.02. Land Subject to Liens, Encumbrances, and Other Conditions.........................................1

ARTICLE II TERM AND RENT..........................................................................................1

2.01. Term of Lease.....................................................................................1
2.02. Holdover..........................................................................................1
2.03. Rent..............................................................................................1
2.04. Additional Rent...................................................................................2
2.05. Intentionally Omitted.............................................................................2

ARTICLE III USE AND CONSTRUCTION OF IMPROVEMENTS..................................................................2

3.01. Primary Use.......................................................................................2
3.02. Lessee's Right to Construct Buildings and Other Improvements......................................2
3.03. Lessor's Assistance With Zoning and Building Permits..............................................3

ARTICLE IV OPERATING COSTS AND IMPOSITIONS........................................................................3

4.01. Rent to Be Absolutely Net.........................................................................3
4.02. Definition of Operating Costs.....................................................................3
4.03. Definition of Impositions.........................................................................4

ARTICLE V LAWS AND GOVERNMENTAL REGULATIONS.......................................................................4

5.01. Compliance With Legal Requirements................................................................4
5.02. Contest of Legal Requirements.....................................................................4

ARTICLE VI LIENS AND ENCUMBRANCES.................................................................................4

6.01. Creation Not Allowed..............................................................................4
6.02. Discharge After Filing or Imposition..............................................................4
6.03. Lessor Not Liable for Labor, Services, or Materials Furnished to Lessee...........................5

ARTICLE VII INSURANCE AND INDEMNITY...............................................................................5

7.01. Fire and Extended Coverage........................................................................5
7.02. Property and Personal Injury Liability Insurance..................................................6
7.03. Construction Liability Insurance..................................................................6
7.04. Certificates of Insurance.........................................................................7
7.05. Indemnification of Lessor.........................................................................7

ARTICLE VIII DAMAGE OR DESTRUCTION OF IMPROVEMENTS................................................................7

8.01. Damage or Destruction; Option to Terminate or Repair..............................................7

ARTICLE IX CONDEMNATION...........................................................................................8

9.01. Interests of Parties..............................................................................8
9.02. Termination on Total Taking.......................................................................8
9.03. Termination on Partial Taking.....................................................................9
9.04. Continuation With Rent Abatement After Partial Taking.............................................9
9.05. Voluntary Conveyance..............................................................................9

ARTICLE X LEASEHOLD MORTGAGES.....................................................................................9

10.01. Leasehold Mortgages Permitted....................................................................9
10.02. Provisions for Benefit of Leasehold Mortgagees...................................................9
10.03. Notice of Default Served on Leasehold Mortgagees................................................10
10.04. Monetary Default................................................................................10
10.05. Curable Nonmonetary Default.....................................................................10
10.06. Noncurable Default..............................................................................10
10.07. Mortgagee's Option to Obtain New Lease..........................................................11
10.08. Terms and Conditions of New Lease...............................................................11
10.09. Obligations of New Lessee.......................................................................11
10.10. Performance of Terms by Leasehold Mortgagee.....................................................11
10.11. Assignment of Lease or New Lease by Leasehold Mortgagee.........................................11
10.12. Written Consent of Leasehold Mortgagees.........................................................12
10.13. Leased Land as Security for Loans...............................................................12
10.14. Lessor's Subordination of Fee Interest and Cooperation With Lessee..............................12
10.15. Subordination of This Lease.....................................................................13
10.16. Use of Loan Proceeds............................................................................13
10.17. Right to Terminate Lease........................................................................13

ARTICLE XI DEFAULT...............................................................................................13

11.01. Events of Default...............................................................................13
11.02. Notice of Election to Terminate Lessee's Possession.............................................14
11.03. Lessor's Entry After Termination of Lessee's Possession.........................................14
11.04. Lessee's Liability for Accrued Rent.............................................................14
11.05. Reletting Land and Improvements.................................................................15
11.06. Rent From Reletting.............................................................................15
11.07. Costs Incurred Due to Breach....................................................................15

ARTICLE XII EXPIRATION OF TERM...................................................................................15

12.01. Lessee's Delivery of Possession After Termination or Expiration.................................15
12.02. Lessee's Removal of Movable Objects.............................................................15

ARTICLE XIII GENERAL PROVISIONS..................................................................................16

13.01. No Waiver of Breach by Lessor's Actions.........................................................16
13.02. Waiver of Any Provision Must Be Written.........................................................16
13.03. Entire Agreement................................................................................16
13.04. Notices.........................................................................................16
13.05. Lessor's Entry and Inspection of Premises.......................................................17
13.06. Partial Invalidity or Unenforceability..........................................................17
13.07. Meaning of Term "Lessor"........................................................................17
13.08. Satisfaction of Judgment Against Lessor.........................................................17
13.09. Individuals Benefited by Lease..................................................................17
13.10. Assignment and Subletting.......................................................................18
13.11. Attornment of Sublessee.........................................................................18
13.12. Quiet Enjoyment.................................................................................18

ARTICLE XIV DOCUMENTATION AND RECORDING OF LEASE.................................................................18

14.01. Estoppel Certificates...........................................................................18
14.02. Memorandum of Lease and Recording...............................................................19

GROUND LEASE

This ground lease ("Lease") is made on the____ day of _____________,
1998, between _________________, a _____________________ ("Lessor"), with a
principal place of business at _____________________________; and
___________________, a ___________________, ("Lessee"), with a principal place
of business at
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ARTICLE I
DEMISE OF LEASED LAND

1.01. Description of Leased Land.

Lessor leases to Lessee, and Lessee rents and accepts from Lessor, a
parcel of land in the town of ____________, County of _________________, State
of ________________________, consisting of approximately ____ acres ("Leased
Land"), more particularly described in Exhibit A, attached hereto and made apart
hereof, together with all appurtenances and rights of way pertaining thereto and
all improvements constituted thereon pursuant to the terms of this Lease or
otherwise.

1.02. Land Subject to Liens, Encumbrances, and Other Conditions.

This Lease and the Leased Land are subject to all present liens,
encumbrances, conditions, rights, easements, restrictions, rights of way,
covenants, other matters of record, and zoning and building laws, ordinances,
regulations, and code affecting or governing the Leased Land or that may affect
and govern the Leased Land after the execution of this Lease, and all matters
that may be disclosed by inspection or survey.

ARTICLE II
TERM AND RENT

2.01. Term of Lease.

Lessee's obligation to pay rent and occupy the Leased Land in accordance
with this Lease shall be for a term of ____ years ("Term"), commencing on
___________, 199___, and ending on ____________, 20___. Unless terminated at an
earlier date for any reason set forth in this Lease.

2.02. Holdover.

If Lessee holds over after the expiration of the Lease Term and
continues to pay Rent without objection from Lessor, then Lessee's tenancy shall
be from month to month on all the terms and conditions of this Lease.

2.03. Rent.

Lessee shall pay rent to Lessor ("Base Rent"), without notice or demand
and without abatement, reduction, or set-off for any reason, at the office of
Lessor or any other place that Lessor may designate in writing. The Base Rent
shall be ____________________________ Dollars ($___________) per year.

2.04. Additional Rent.

Lessee covenants and agrees to pay, as additional rent (herein
sometimes called "Additional Rent"), all sums of money or charges of whatsoever
kind, nature or description, if any, as shall be required to be paid by Lessee
pursuant to the terms of this Lease, whether or not the same is specifically
designated herein as additional rent. Whatever used in this Lease, the term
"Rent" means, collectively, the Base Rent and Additional Rent. The term
Additional Rent is being used herein only for the purpose of preserving Lessor's
statutory and legal remedies to collect the same and for other similar purposes,
and not for the purpose of characterizing the same for purposes of, or to make
the same subject to, any federal, state or local taxes including, without
limitation, any tax on rental, or gross receipts, or the like. Nonetheless, in
the event such a tax is imposed on any given item of Additional Rent, Lessee
agrees to pay said tax or to reimburse the Lessor for the payment of such taxes
paid by Lessor.

2.05. Intentionally Omitted.

ARTICLE III
USE AND CONSTRUCTION OF IMPROVEMENTS

3.01. Primary Use.

Lessee shall have the right to use the Leased Land for any lawful
purposes. In this connection, and without detracting from the foregoing, it is
understood and agreed that the primary purpose for which the Leased Land has
been leased is for the development and construction of buildings for commercial
purposes.

3.02. Lessee's Right to Construct Buildings and Other Improvements.

Lessee shall have the right to construct structures, buildings, and
other improvements ("Improvements") on the Leased Land, at Lessee's sole cost
and expense, without the prior approval of Lessor. In connection with any
construction, Lessee shall be permitted to grade, level, and fill the land,
remove trees and shrubs, install roadways and walkways, and install utilities,
provided all of the foregoing serve the Improvements erected on the Leased Land.
Lessee agrees to protect all pavements curbs, gutters, walks, shoulders and
utility structures within or adjacent to the Leased Land from damage, and agrees
to keep pedestrian and road rights-of-way and drives clear of equipment and
building materials to the extent such matters are within Lessee's reasonable
control. Lessee agrees to confine its construction activities to the area within
the boundary lines of the Land and to take all reasonably necessary precaution
to protect adjacent property from damage. Lessor shall have no liability for any
costs or expenses in connection with the construction of Improvements on the
Leased Land, and Lessee agrees to indemnify, protect and hold harmless Lessor
from any claims that may be made against Lessor in connection therewith.

3.03. Lessor's Assistance With Zoning and Building Permits.

Lessor shall assist Lessee in applying for and obtaining any zoning
changes or variances, use permits, or building permits necessary for the
construction of buildings or other improvements on the Leased Land.

ARTICLE IV
OPERATING COSTS AND IMPOSITIONS

4.01. Rent to Be Absolutely Net.

The Base Rent paid to Lessor in accordance with Article II of this
Lease shall be absolutely net to Lessor. This means that, in addition to the
Base Rent, Lessee shall pay all "Operating Costs" and "Impositions," defined in
Paragraphs 4.02 and 4.03, below, in connection with the Leased Land.

4.02. Definition of Operating Costs.

"Operating Costs" shall include, but shall not be limited to, all
expenses paid or incurred in connection with the following:

(1) Repairs, maintenance, replacements, painting, and redecorating.

(2) Landscaping.

(3) Snow removal.

(4) Insurance.

(5) Heating, ventilating, and air conditioning repair and maintenance.

(6) Water, sewer, gas, electricity, fuel oil, and other utilities.

(7) Rubbish removal.

(8) Supplies and sundries.

(9) Sales or use taxes on supplies or services.

(10) Costs of wages and salaries for all persons engaged in the
operation, maintenance, and repair of the Leased Land,
including fringe benefits and Social Security taxes.

(11) All other expenses, whether or not mentioned in this Lease, that
are incurred with regard to operation of the Leased Land,
including any replacements if necessary for repairs and
maintenance or otherwise.

4.03. Impositions.

"Impositions" shall include all payments, penalties, fees, taxes, fines
and levies that result from construction activities or the operation of the
premises on the Leased Land, all real estate property taxes, assessments, and
other governmental charges that are laid, assessed, levied, or imposed on the
Leased Land and become due and payable during the term of this Lease, or any
lien that arises during the time of this Lease on the Leased Land and
Improvements, any portion of these, or the sidewalks or streets in front of or
adjoining the Leased Land and Improvements.

ARTICLE V
LAWS AND GOVERNMENTAL REGULATIONS

5.01. Compliance With Legal Requirements.

Lessee shall promptly comply with all laws and ordinances, and all
orders, rules, regulations, and requirements of federal, state, and municipal
governments and appropriate departments, commissions, boards, and officers of
these governments ("Legal Requirements") applicable to the Leased Land and the
occupancy and use thereof throughout the term of this Lease, and without cost to
Lessor. Lessee shall promptly comply with these Legal Requirements whether they
are foreseen or unforeseen, or ordinary or extraordinary.

5.02. Contest of Legal Requirements.

Lessee shall have the right, after prior written notice to Lessor, to
contest the validity of any Legal Requirements or Impositions by appropriate
legal proceedings, provided Lessor shall not be subject to any criminal or civil
liability as a result of any legal contest. Lessee shall indemnify and hold
Lessor harmless from all loss, claims, and expenses, including reasonable
attorneys' fees, as a result of Lessee's failure to comply with Legal
Requirements or Impositions or any contest relating to Legal Requirements or
Impositions.

ARTICLE VI
LIENS AND ENCUMBRANCES

6.01. Creation Not Allowed.

Lessee shall not create, permit, or suffer any mechanics' or other lien
or encumbrance on or affecting the Leased Land or the fee estate or reversion of
Lessor except as specifically permitted in this Lease.

6.02. Discharge After Filing or Imposition.

If any lien or encumbrance shall at any time be filed or imposed
against the Leased Land or the fee estate or reversion of Lessor, Lessee shall
cause the lien or encumbrance to be discharged of record within forty-five days
after notice of the filing or imposition by payment, deposit, bond, order of a
court of competent jurisdiction, or as otherwise permitted by law. If Lessee
shall fail to cause the lien or encumbrance to be discharged within the
forty-five day period, then in addition to any other right or remedy of Lessor,
Lessor shall be entitled but not obligated to discharge the lien or encumbrance
either by paying the amount claimed to be due or by procuring the discharge by
deposit or by bonding proceedings. In any event, Lessor shall be entitled to
compel the prosecution of an action for the foreclosure of any lien or
encumbrance by the lien or and to pay the amount of the judgment for and in
favor of the line or with interest, costs, and allowances if Lessor elects to
take this action. All amounts paid by Lessor and all of its costs and expenses
in connection with the actions taken by Lessor, including court costs,
reasonable attorneys' fees, and interest at the highest legal rate in effect at
the time these moneys are due, shall be deemed to be additional rent under this
Lease and shall be paid by Lessee to Lessor promptly on demand by Lessor.

6.03. Lessor Not Liable for Labor, Services, or Materials Furnished to
Lessee.

Lessor shall not be liable for any labor, services, or materials
furnished or to be furnished to Lessee or to any sublessee in connection with
any work performed on or at the Leased Land, and no mechanics' lien or other
lien or encumbrance for any labor, services, or materials shall attach to or
affect Lessor's fee estate or reversion in the Leased Land.

ARTICLE VII
INSURANCE AND INDEMNITY

7.01. Fire and Extended Coverage.
At all times during the Term of this Lease, Lessee shall maintain, at
its sole cost, insurance covering the Improvements, including, without
limitation, all Improvements now located on the Leased Land or that may be
erected on the Leased Land, against loss or damage by fire, vandalism, malicious
mischief, windstorm, hail, smoke, explosion, riot, civil commotion, vehicles,
aircraft, flood, or earthquake, together with any other insurance that Lessor
may require from time to time. The insurance shall be carried by insurance
companies authorized to transact business in the State where the Leased Land is
situated, selected by Lessee and approved by Lessor and any Lender under Article
X of this Lease. In addition, the following conditions shall be met:

(a) The insurance shall be in amounts no less than One
Hundred Percent (100%) of the replacement cost of the
buildings and other improvements, exclusive of
foundations and below-ground improvements (but
sufficient to satisfy the requirements of any
coinsurance clause).

(b) The insurance shall be maintained for the mutual
benefit of Lessor and Lessee, any succeeding owners
of the fee title in the Leased Land, and any
successors and assigns of this Lease. The insurance
policy or policies shall name both Lessor and Lessee
as insureds.

(c) Any and all fire or other insurance proceeds that
become payable at any time during the term of this
lease because of damage to or destruction of any
Improvements on the Leased Land shall be paid to
Lessee and applied by Lessee toward the cost of
repairing, restoring, and replacing the damaged or
destroyed Improvements in the manner required by
Article VIII of this Lease. However, if Lessee elects
to exercise the option given under Article VIII of
this Lease to terminate this Lease because of damage
to or destruction of Improvements, then any and all
fire or other insurance proceeds that become payable
because of that damage or destruction shall be
applied as follows:

(1) Proceeds shall be applied first toward the
reduction of the unpaid principal balance of
any and all obligations secured pursuant to
Article X of this Lease.

(2) The balance of the proceeds, if any, shall
be paid to Lessor to compensate Lessor, at
least in part, for the loss to the fee
estate of value of the damaged or destroyed
Improvements.

7.02. Property and Personal Injury Liability Insurance.

At all times during the Term of this Lease, Lessee shall maintain, at
its sole cost, comprehensive broad-form general public liability insurance
against claims and liability for personal injury, death, and property damage
arising from the use, occupancy, disuse, or condition of the Leased Land and
Improvements, and adjoining areas. The insurance shall be carried by insurance
companies authorized to transact business in the State where the Leased Land is
situated, selected by Lessee and approved by Lessor and any Lender under Article
X of this Lease. In addition, the following conditions shall be met:

(a) The insurance provided pursuant to this Paragraph
7.02 shall be in an amount no less than $1,000,000
for property damage, and in an amount no less than
$1,000,000 for one person and $1,000,000 for one
accident for personal injury.

(c) The amounts of insurance shall be increased as Lessor
may reasonably require from time to time to account
for inflation, or generally increased insurance
settlements or jury verdicts.

7.03. Construction Liability Insurance.

Lessee agrees to obtain and maintain (to the extent reasonably
procurable) construction liability insurance at all times when demolition,
excavation, or construction work is in progress on the Leased Land. This
insurance shall be carried by insurance companies authorized to transact
business in the State where the Leased land is situated, selected by Lessee and
approved by Lessor, and shall be paid for by Lessee. The insurance shall have
limits of no less than $1,000,000 for property damage, and $1,000,000 for one
person and $1,000,000 for one accident for personal injury. The insurance shall
be maintained for the mutual benefit of Lessor and Lessee, as well as any
succeeding owners of the fee title in the Leased Land, and any successors and
assigns of this Lease, against all liability for injury or damage to any person
or property in any way arising out of demolition, excavation, or construction
work on the premises. The insurance policy or policies shall name both Lessor
and Lessee as insureds.

7.04. Certificates of Insurance.

Lessee shall furnish Lessor with certificates of all insurance required
by this Article VII. Lessee agrees that if it does not keep this insurance in
full force and effect, Lessor may notify Lessee of this failure, and if Lessee
does not deliver to Lessor certificates showing all of the required insurance to
be in full force and effect within ten days after this notice, Lessor may, at
its option, take out and pay the premiums on the insurance needed to fulfill
Lessee's obligations under the provisions of this Article VII. On demand from
Lessor, Lessee shall reimburse Lessor the full amount of any insurance premiums
paid by Lessor, with interest at the rate of ten percent (10%) per annum from
the date of Lessor's demand until reimbursement by Lessee.

7.05. Indemnification of Lessor.

Lessor shall not be liable for any loss, damage, or injury of any kind
or character to any person or property arising from any use of the Leased Land
or Improvements, or caused by any defect in any building, structure, equipment,
facility, or other improvement on the Leased Land, or caused by or arising from
any act or omission of Lessee, or any of its agents, employees, licensees, or
invitees, or by or from any accident, fire, or other casualty on the land, or
occasioned by the failure of Lessee to maintain the premises in safe condition.
Lessee waives all claims and demands on its behalf against Lessor for any loss,
damage, or injury, and agrees to indemnify and hold Lessor entirely free and
harmless from all liability for any loss, damage, costs, or injury of other
persons, and from all costs and expenses arising from any claims or demands of
other persons concerning any loss, damage, or injury, caused other than by the
negligent or intentional act or omission of Lessor.

ARTICLE VIII
DAMAGE OR DESTRUCTION OF IMPROVEMENTS

8.01. Damage or Destruction; Option to Terminate or Repair.

There shall be no abatement or reduction in Rent should any of the
Lessee's Improvements on the Leased Land be totally or partially destroyed by
fire, casualty or any other losses whether insured or not, and regardless of
whether rendered untenable or not, unless this Lease shall be terminated as
herein provided (in which event all Rent thereafter accruing shall cease as of
the date of termination). In the event that the Leased Land, the Improvements,
or any part of them are damaged or destroyed by any cause whatsoever, Lessee may
elect either of the following options:

(1) If this Lease shall not be terminated as hereinafter provided,
then in the event of any loss, Lessee's Improvements shall be
promptly and diligently restored and reconstructed by Lessee,
at its sole cost and expense and regardless of whether
available insurance proceeds are sufficient, and this Lease
shall remain in full force and effect. Lessee shall commence
such reconstruction and restoration promptly after the date of
the loss or damage, but in no event later than sixty (60) days
thereafter. Lessee shall complete all restoration and
reconstruction as soon as possible but in any event within six
(6) months after the date such work is commenced as aforesaid,
subject, however, to extension by the number of days Lessee is
delayed by strikes shortages of material or labor, abnormal
weather or other cause beyond Lessee's reasonable control.

(2) In the event that such portion of the Lessee's building(s) as
would cost more than fifty percent (50%) of the then current
replacement cost thereof to repair is destroyed by any loss
during the last year of the Term, then this Lease may be
terminated, at Lessee's option, upon notice given by Lessee
within ninety (90) days of the date of the occurrence of such
damage or destruction. Any repaid Rent attributable to the
period after the date of Lessee's notice shall be refunded to
Lessee by Lessor and Lessee shall pay over or assign, as the
case may be, to Lessor the insurance proceeds actually
received or to be received by Lessee with respect to such
casualty together with the deductible amount specifically
attributable to the Lessee's improvements.

ARTICLE IX
CONDEMNATION

9.01. Interests of Parties.

If the Leased Land and Improvements or any part of these premises is
taken for public or quasi-public purposes by condemnation in any action or
proceeding in eminent domain, or are transferred in lieu of condemnation to any
authority entitled to exercise the power of eminent domain, the interests of
Lessor and Lessee in the award or consideration for the taking or transfer and
the effect of the taking or transfer on this Lease shall be governed by this
Article IX.

9.02. Termination on Total Taking.

If all or substantially all of the Leased Land and Improvements are
taken or transferred as described in Paragraph 9.01, this Lease and all of the
rights, title, and interest under this Lease shall cease on the date title to
the Leased Land and Improvements vests in the condemning authority, and the
proceeds of the condemnation shall be divided between Lessee and Lessor 85% and
15%, respectively. For purposes of this Article IX, "all or substantially all of
the Leased Land and Improvements" shall be deemed to have been taken if 40
percent or more of the gross floor area of all Improvements is taken and cannot
be restored or repaired so as to be suitable for the conduct of the business
conducted on the Leased Land and Improvements prior to the taking.

9.03. Termination on Partial Taking.

9.04. Continuation With Rent Abatement After Partial Taking.

If less than all or substantially all of the Leased Land and
Improvements is taken or transferred as described in Paragraph 9.01, and if in
Lessee's opinion the remainder of the Leased Land and Improvements is in a
location and a form, shape, or size that makes it possible for Lessee to
effectively and practicably operate Lessee's business on the remaining Leased
Land and Improvements, this Lease shall terminate as to the portion of the
Leased Land and Improvements taken or transferred as of the date title to the
portion vests in the condemning authority. However, this Lease shall continue in
full force and effect as to the portion of the Leased Land and Improvements not
taken or transferred. From and after the date of taking or transfer, the rent
required to be paid by Lessee to Lessor shall be reduced during the unexpired
portion of this Lease by that proportion of the annual rent that the value of
the part of the Leased Land and Improvements taken or transferred bears to the
value of the total Leased Land and Improvements. These values shall be
determined as of the date immediately before any actual taking. The proceeds of
the condemnation shall be divided 85% to Lessee and 15% to Lessor.

9.05. Voluntary Conveyance.

Nothing in this Article IX prohibits Lessor from voluntarily conveying
all or part of the Leased Land and Improvements to a public utility, agency, or
authority under threat of a taking under the power of eminent domain. Any
voluntary conveyance shall be treated as a taking within the meaning of this
Article IX.

ARTICLE X
LEASEHOLD MORTGAGES

10.01. Leasehold Mortgages Permitted.

Except as specifically provided otherwise in this Lease, Lessee shall
be permitted to mortgage Lessee's leasehold interest in the Leased Land without
Lessor's consent or approval.

10.02. Provisions for Benefit of Leasehold Mortgagees.

Lessor agrees that the provisions set forth in this Article X shall
apply to, and be for the benefit of, any mortgagee of Lessee's leasehold
interest in the Leased Land, whose mortgage is a first lien or second lien on
Lessee's leasehold interest ("Leasehold Mortgagee"). Lessor shall be served with
a copy of the mortgage ("Leasehold Mortgage") certified to be true by the
Leasehold Mortgagee and a certified true copy of the title insurance policy
insuring the Leasehold Mortgage to be a first or second lien on Lessee's
leasehold interest in the Leased Land, or Lessor shall be provided with other
proof reasonably satisfactory to Lessor of the priority of the Leasehold
Mortgage.

10.03. Notice of Default Served on Leasehold Mortgagees.

No notice of default, as provided in Article XI of this Lease, shall be
valid, binding, and effective until the notice is served on all Leasehold
Mortgagees in the manner set forth in this Lease, at the address set forth in
the Leasehold Mortgage or the address the Leasehold Mortgagee provides to Lessor
according to the provisions set forth in this Lease. The Leasehold Mortgagee
shall have a right to cure any defaults of the Lessee under the Lease.

10.04. Monetary Default.

If there is a default due to nonpayment of monetary obligations payable
directly by Lessee to Lessor ("Monetary Default"), Lessor shall not exercise any
of the rights and remedies provided in Article XI or elsewhere in this Lease, or
any remedies provided by law, unless the Monetary Default shall have continued
for at least thirty days after notice to all Leasehold Mortgagees.

10.05. Curable Nonmonetary Default.

If there is a curable default other than a Monetary Default ("Curable
Nonmonetary Default"), Lessor shall not exercise any of the rights and remedies
provided in Article XI or elsewhere in this Lease, or any remedies provided by
law, unless the Curable Nonmonetary Default shall have continued for at least
thirty days after notice to all Leasehold Mortgagees. However, if it is not
reasonably possible to cure the default within thirty days, then the time period
for curing the Curable Nonmonetary Default shall be extended, provided that the
default is cured as expeditiously as practicable by actions undertaken
diligently and in good faith.

10.06. Noncurable Default.

If there is a default due to bankruptcy, insolvency, or any other
noncurable default ("Noncurable Default"), Lessor shall not exercise any of the
rights and remedies provided in Article XI or elsewhere in this Lease, or any
remedies provided by law, if within thirty days after notice of default a
Leasehold Mortgagee notifies Lessor that it will foreclose its Leasehold
Mortgage, and that Leasehold Mortgagee diligently and continuously commences and
prosecutes to completion foreclosure proceedings and sale of Lessee's leasehold
interest in the Leased Land, or causes that leasehold interest to be conveyed
and assigned in lieu of foreclosure. However, nothing contained in this
Paragraph 10.06 shall prohibit Lessor from exercising its rights and remedies
pursuant to Article XI or other parts of this Lease (subject to the other
Paragraphs of this Article X), or any remedies provided by law, should there
occur a Monetary Default or Curable Nonmonetary Default after the occurrence of
a Noncurable Default.

10.07. Mortgagee's Option to Obtain New Lease.

If this Lease is terminated due to a default pursuant to Article XI,
Lessor shall serve notice of this termination on all Leasehold Mortgagees,
specifying all sums of money then due and payable under this Lease and
specifying any other default then existing. Each Leasehold Mortgagee shall have
the option of obtaining a new lease ("New Lease") on terms set forth in
Paragraph 10.08; this option shall be waived if it is not exercised within
twenty days after the Leasehold Mortgagee receives notice of termination. If
more than one Leasehold Mortgagee elects to obtain a New Lease, this New Lease
shall be entered into with the Leasehold Mortgagee holding the Leasehold
Mortgage senior in priority.

10.08. Terms and Conditions of New Lease.

The New Lease entered into between Lessor and Leasehold Mortgagee as
the New Lessee shall contain terms identical to the terms of this Lease, except
that the commencement date of the New Lease shall be the date of termination of
this Lease, and the term of the New Lease shall be equal to the remaining term
of this Lease.

10.09. Obligations of New Lessee.

The New Lease shall be subject to the following terms:

(1) All Monetary Defaults and Curable Nonmonetary Defaults shall
be cured by the New Lessee.

(2) Effectiveon commencement of the term of the New Lease, all
subleases shall be assigned without recourse by Lessor to the
New Lessee.

(3) All fees and expenses, including reasonable counsel fees,
incurred by Lessor in connection with Lessee's defaults,
termination of this Lease, recovery of possession,
negotiations with Leasehold Mortgagees, and preparation and
execution of the New Lease, shall be paid by the New Lessee.

10.10. Performance of Terms by Leasehold Mortgagee.

Lessor shall accept performance of the terms of this Lease or a New
Lease by a Leasehold Mortgagee, or any agent, nominee, or designee of a
Leasehold Mortgagee, as if the terms were performed by Lessee.

10.11. Assignment of Lease or New Lease by Leasehold Mortgagee.

If any Leasehold Mortgagee shall enter into a New Lease or acquire
Lessee's leasehold interest in the Leased Land by foreclosure or otherwise, and
then Leasehold Mortgagee assigns or otherwise conveys its interest in this Lease
or the New Lease, on that assignment or conveyance the Leasehold Mortgagee shall
be discharged and relieved from all liability for performance of the terms of
this Lease or the New Lease subsequently accruing, but nothing contained in this
Lease shall relieve the Leasehold Mortgagee from its liabilities and obligations
accruing before the assignment or conveyance.

10.12. Written Consent of Leasehold Mortgagees.

This Lease shall not be modified or amended, nor shall it be
voluntarily terminated by Lessor and Lessee, without the prior written consent
of all Leasehold Mortgagees.

10.13. Leased Land as Security for Loans.

It is the understanding and agreement of Lessee and Lessor that, Lessee
having agreed to construct Improvements on the Leased Land, all of the Leased
Land will be used as security for any loan, temporary or permanent, required to
construct these Improvements. This financing, which may be evidenced by one or
more promissory notes secured by one or more mortgages, shall not at any one
time constitute a lien against the Leased Land and Improvements in excess of an
amount equal to the appraised value of the Land and Improvements.

10.14. Lessor's Subordination of Fee Interest and Cooperation With
Lessee.

It is agreed by Lessor and Lessee that Lessor will subordinate its
interest in the Leased Land to the financing described in the paragraph above,
and that Lessor will cooperate with Lessee in obtaining this financing. Lessor
further agrees to execute any instrument, including notes, mortgages, or other
evidences of indebtedness reasonable required in connection with this financing,
provided that:

(a) The loan instruments executed by Lessor, Lessee, or
both, shall expressly provide that as to Lessor, the
mortgagee, payee, or obligee, as the case may be,
shall look solely to the security of the Leased Land
for the payment of the indebtedness evidenced by this
instrument, and will not seek to collect the
indebtedness from, or obtain a deficiency judgment
against, Lessor or from Lessor's assigns, successors,
or representatives.

(b) No costs, fees, title insurance charges, recording
fees, taxes, legal fees, or expenses of any kind
incurred or payable in connection with the
indebtedness and the encumbrance shall be the
obligation of Lessor, and Lessor shall not be
required to pay any of these. The provision of this
Subparagraph (b) shall also be included in, and made
a part of, any loan instrument executed by Lessor,
Lessee, or both.

(c) Lessor and Lessee agree that, other than as set forth
above, both Lessor and Lessee must approve the terms
of financing and that the Lender or Lenders may wish
to approve the terms and provisions of this Lease,
and Lessor and Lessee agree to amend the terms of
this Lease to accommodate the reasonable requests of
such Lenders. Lessor and Lessee agree that their
signatures appearing on any loan instrument shall
constitute acceptance of the terms and conditions set
forth in that loan instrument, and that if provisions
are incorporated in the loan instrument with wording
conveying substantially the same meaning as set out
in this paragraph, that shall constitute compliance
with these provisions and conditions.

10.15. Subordination of This Lease.

It is agreed by Lessor and Lessee that this Lease may be subordinated
by Lessee to any Lender for the purpose of obtaining a loan for the construction
of improvements on the Leased Land.

10.16. Use of Loan Proceeds.

It is further agreed by Lessor and Lessee that all loan proceeds for
which the Leased Land serves as security shall be used for the benefit of the
Leased Land, and for the construction, maintenance, or repair of the Leased
Land, and not for the personal use or benefit of the borrower or any principal
of the borrower.

10.17. Right to Terminate Lease.

Should Lessor or Lessee fail to approve any terms of the available
financing other than those terms approved in this Lease, or should Lessor or
Lessee refuse to approve any changes in this lease required by the Lenders, then
Lessor or Lessee shall have the right to terminate this Lease on sixty days'
written notice to the other. After the giving of notice, this Lease shall become
void and of no effect on the expiration of the number of days specified.

ARTICLE XI
DEFAULT

11.01. Events of Default.

(a) Any one or more of the events listed in Subparagraphs
(b) through (f) of this Paragraph 11.01 shall
constitute a default under this Lease.

(b) Lessee's failure to pay Rent within fifteen days
after the Rent becomes due and payable in accordance
with the terms, covenants, and agreements of this
Lease shall constitute a default under this Lease.

(c) Lessee's failure to observe or perform or cause to be
observed or performed any other term, covenant, or
agreement under this Lease, and continuation of this
failure for a period of thirty days after Lessor's
written notice to Lessee specifying the nature of
Lessee's failure shall constitute a default under
this lease. However, a failure as described in this
Subparagraph (b) shall not constitute a default if it
is curable but cannot with reasonable diligence be
cured by Lessee within a period of thirty days, and
if Lessee proceeds to cure the failure with
reasonable diligence and in good faith.

(d) Lessee's abandonment of the leased land and
improvements shall constitute a default under this
lease. For the purposes of this Lease, "abandonment"
shall be defined as Lessee's failure to begin
construction of Improvements or operate a commercial
facility within one year following the date of this
Lease.

(e) The occurrence of both of the following events at the
date of the commencement of this Lease or during its
effective term shall constitute a default under this
lease:

(1) Filing of a petition in bankruptcy or
insolvency, for reorganization or the
appointment of a receiver or trustee of all
or a portion of Lessee's property, by or
against Lessee in any court pursuant to any
statute either of the United States or of
any state.

(2) Lessee's failure to secure a dismissal of
the petition within sixty days after its
filing.

(f) Lessee's assignment of the leasehold interest under
this Lease for the benefit of creditors shall
constitute a default under this lease.

11.02. Notice of Election to Terminate Lessee's Possession.

Subject to the provisions of Article X, if any event creating default
occurs, Lessor may elect to terminate Lessee's right of possession under this
Lease after thirty days from the date of service of notice of the election. If
this notice is given, then at the expiration of the thirty days all Lessee's
rights, title, and interest in the Leased Land shall expire completely, and
Lessee shall quit and surrender the Leased Land and any Improvements erected on
the Leased Land to Lessor.

11.03. Lessor's Entry After Termination of Lessee's Possession.

At any time after the termination of Lessee's right of possession under
this Lease pursuant to Paragraph 11.02 of this Lease, Lessor may enter and
possess the Leased Land and Improvements by summary proceedings, ejectment, or
otherwise, and Lessor may remove Lessee and all other persons and property from
the Leased Land and Improvements. If Lessor takes the actions described in this
Paragraph 11.03, Lessor may then possess the Leased Land and Improvements and
assume the right to receive all rents, income, and profits from the Leased Land
and Improvements, and Lessor may also sell any of the Improvements.

11.04. Lessee's Liability for Accrued Rent.

The expiration of this Lease or termination of Lessee's right of
possession pursuant to Paragraphs 2.01 or 11.02 shall not relieve Lessee of its
liability and obligation to pay the rent and any other charges accrued prior to
these events, or relieve Lessee of liability for damages for breach. These
liabilities and obligations of Lessee shall survive any expiration or
termination of the Lease or any entry and possession by Lessor.

11.05. Reletting Land and Improvements.

After the expiration of this Lease or termination of Lessee's right of
possession under this Lease pursuant to Paragraphs 2.01 or 11.03, Lessor shall
use reasonable efforts to mitigate damages by reletting the Leased Land and
Improvements, in whole or in part, either in its own name or as agent of Lessee,
for a term or terms that, at Lessor' s option, may be for the remainder of the
then-current term of this Lease or for any longer or shorter period.

11.06. Rent From Reletting.

Lessee shall be entitled to a credit if the rent received on reletting
exceeds the rent required pursuant to this Lease. Lessee shall remain liable for
the difference between the rent reserved under this Lease, and the rent
collected and received, if any, by Lessor during the remainder of the unexpired
term. Lessor shall have the option of collecting the deficiency between the rent
reserved and the rent collected in monthly payments as these payments become due
and payable, or of receiving in advance the deficiency for the remainder of the
term reduced to present value at the rate of eight percent per year.

11.07. Costs Incurred Due to Breach.

Lessee expressly agrees to pay all expenses that Lessor may incur for
reasonable attorneys' fees or brokerage commissions, and all other costs paid or
incurred by Lessor for enforcing the terms and provisions of this Lease,
reletting the Leased Land and Improvements, restoring the Leased Land and
Improvements to good order and condition, altering, decorating, repainting or
otherwise repairing the same for reletting, and for maintaining the Leased Land
and Improvements.

ARTICLE XII
EXPIRATION OF TERM

12.01. Lessee's Delivery of Possession After Termination or Expiration.

On the expiration date of this Lease as set forth in Paragraph 2.01, or
the termination of Lessee's possession under this Lease pursuant to Paragraph
11.03, or any entry or possession of the Leased Land and Improvements by Lessor
pursuant to Paragraph 11.04 (collectively referred to as the Expiration Date ),
Lessee shall promptly quit and surrender the Leased Land and Improvements, and
deliver to Lessor actual possession and ownership of the Leased Land and
Improvements in good order, condition, and repair.

12.02. Lessee's Removal of Movable Objects.

Lessee shall have the right to remove from the Leased Land and
Improvements all movable trade fixtures, movable equipment, and articles of
personal property used or procured for use in connection with the operation of
its business on or before the Expiration Date, provided that Lessee shall
promptly repair, or cause to be repaired, any damage resulting to the Leased
Land or Improvements by reason of this removal. Any trade fixtures, equipment,
or articles of personal property of Lessee that remain at or on the Leased Land
after the Expiration Date shall be deemed to have been abandoned by Lessee, and
may either be retained by Lessor as its property or disposed of by Lessor
without accountability to Lessee for the value of these trade fixtures,
equipment, or articles of personal property, or any proceeds derived from the
sale of these items.

ARTICLE XIII
GENERAL PROVISIONS

13.01. No Waiver of Breach by Lessor's Actions.

The failure of Lessor to seek redress for violation of, or to insist on
the strict performance of any covenant, agreement, term, provision, or condition
of this Lease shall not constitute a waiver of the covenant, agreement, term,
provision, or condition. The receipt by Lessor of rent with knowledge of the
breach of any covenant, agreement, term, provision, or condition of this Lease
shall not be deemed a waiver of that breach.

13.02. Waiver of Any Provision Must Be Written.

No provision of this Lease shall be deemed to have been waived, unless
the waiver is in writing and signed by the party against whom enforcement is
sought. No payment by Lessee or receipt by Lessor of a lesser amount than the
rent stipulated in this Agreement shall be deemed to be other than for the
payment of rent or other charge owing by Lessee, as Lessor shall elect. No
endorsement or statement on any check or any letter accompanying any check or
payment as rent shall be deemed binding on Lessor or deemed an accord and
satisfaction, and Lessor may accept a check or payment from Lessee without
prejudice to Lessor's right to recover the balance of the rent or other charges
owing by Lessee, and without limitation on Lessor's right to pursue each and
every remedy in this Lease or provided by law. Each right and remedy of Lessor
provided for in this Lease shall be cumulative and in addition to every other
right or remedy provided for in this Lease, or now or later existing at law, in
equity, by statute, or otherwise.

13.03. Entire Agreement.

This Lease and the Exhibits annexed to this Lease contain the entire
agreement between Lessor and Lessee, and any agreement made after the execution
of this Lease between Lessor and Lessee shall be ineffective to change, modify,
waive, release, discharge, terminate, or effect a surrender or abandonment of
this Lease, in whole or in part, unless that agreement is in writing and signed
by the party against whom enforcement is sought.

13.04. Notices.

All notices and demands of any kind that either party may be required
or may desire to give to the other in connection with this Lease must be given
by registered or certified mail, return receipt requested, with postage fully
prepaid, and addressed to the party to be served at the party's address as set
forth above. Any notice shall be deemed received on first attempted delivery.
Any party may change the address to which notices to that party are to be
directed by notice given in the manner provided in this Paragraph 13.04.

13.05. Lessor's Entry and Inspection of Premises.

Lessor, or Lessor's agents or designees, shall have the right to enter
the Leased Land and Improvements during reasonable business hours for
inspection, or to complete any work that may be necessary because of Lessee's
default under any of the terms, covenants, and conditions of this Lease
continuing beyond the applicable periods of grace, or to exhibit the Leased Land
and Improvements to potential buyers and agents.

13.06. Partial Invalidity or Unenforceability.

If any term, covenant, or condition of this Lease shall be invalid or
unenforceable to any extent, the remainder of the terms, covenants, and
conditions of this Lease shall remain in full force and effect and shall in no
way be affected, impaired, or invalidated.

13.07. Meaning of Term "Lessor".

The term "Lessor," as used in this Lease in relation to Lessor's
covenants and agreements under this Lease, shall be limited to mean and include
only the owner or owners of the fee title to the Leased Land at the time in
question. In the event of any conveyance of this fee title, Lessor named in this
Lease and each subsequent grantor shall be automatically relieved, at the date
of the conveyance, of all liability in respect to the performance of any of
Lessor's covenants and agreements remaining to be performed after the date of
conveyance, and each grantee shall be bound by all of the covenants and
agreements remaining to be performed under the Lease during the time of
grantee's ownership.

13.08. Satisfaction of Judgment Against Lessor.

Anything contained in this Lease to the contrary notwithstanding,
Lessee agrees to look solely to the Leased Land and Lessor's interest in the
Leased Land for the collection and satisfaction of any judgment that Lessee may
obtain against Lessor because of Lessor's failure to observe or perform any of
its covenants or obligations under this Lease, including, but not limited to,
the breach of the covenant of quiet enjoyment, whether express or implied. If
Lessee receives any judgment resulting from Lessor's failure to observe or
perform any of its covenants or obligations under this Lease, Lessee further
agrees not to collect or execute, or attempt to collect or execute, that
judgment out of or against any other assets or properties of Lessor.

13.09. Individuals Benefited by Lease.

This Lease shall inure to the benefit of and be binding on Lessor and
Lessee and their respective distributees, personal representatives, executors,
successors, and assigns except as otherwise provided in this Lease.

13.10. Assignment and Subletting.

This Lease and the term and estate granted by this Lease, or any part
of this Lease or that term and estate, may be subleased or assigned, without
Lessor's written consent. However, no assignment or subletting shall release or
discharge Lessee from the terms of this Lease.

13.11. Attornment of Sublessee.

All subleases shall provide that in the event of cancellation,
termination, expiration, or surrender of this Lease, the sublessee will attorn
to and recognize Lessor, or any assignee of Lessor, as Lessor under this Lease
for the balance then remaining of the term of this Lease, and subject to all
terms of this Lease. The provisions of this paragraph 13.11 shall be automatic
and no further instrument or document shall be necessary unless required by
Lessor or any assignee of Lessor.

13.12. Quiet Enjoyment.

Lessor covenants and agrees that Lessee, on payment of the rent and
other charges provided for in this Lease and fulfillment of the obligations
under the covenants, agreements, and conditions of this Lease, shall lawfully
and quietly hold, occupy, and enjoy the Leased Land during the term of this
Lease without any interference from anyone claiming through or under Lessor.

ARTICLE XIV
DOCUMENTATION AND RECORDING OF LEASE

14.01. Estoppel Certificates.

Lessor or Lessee shall have the right to request the other party to
provide an estoppel certificate, as described below, without charge, at any time
on or after twenty days after the requesting party sends a written notice. This
estoppel certificate shall consist of a written statement certifying the
following information to the requesting party or to any person specified by that
party:

(1) That this Lease is unmodified and in full force and effect;
or, if there have been any modifications in this Lease, that
this Lease is in full force and effect as modified, specifying
the nature of each modification.

(2) The dates through which the Base Rent, and all Additional Rent
and other charges payable under this Lease have been paid.

(3) Whether the other party to this Lease is in default in the
performance or observance of any covenant, agreement,
condition, term, or provision contained in this Lease, to the
best knowledge of the certifying party, and, if so, specifying
the nature of each default the certifying party has knowledge
of.

(4) Any other information with respect to this Lease and the
Leased Land that the requesting party shall reasonably
request.

14.02. Memorandum of Lease and Recording.

As soon as practicable after execution of this Lease, Lessor and Lessee
shall execute, in recordable form, a Memorandum of Lease in the form annexed to
this Lease as Exhibit C, and Lessee shall record the Memorandum of Lease in the
office of the County Recording Officer of County, Pennsylvania.

IN WITNESS WHEREOF, Lessor and Lessee have executed and signed this
Lease or have caused this Lease to be executed and signed on ____________[date].

------------------------------------
[LESSOR]

By: ______________________________

------------------------------------
[LESSEE]

By: _____________________________

Commonwealth of _______________________
County of ______________________

I certify that on this ______________________-, personally appeared
before me and acknowledged under oath, to my satisfaction, that he is the person
who is named in and who executed the foregoing instrument, and that he signed,
sealed, and delivered this instrument as his act and deed for the purposes
expressed in this instrument.

------------------------------
Notary Public

[Notarial Seal]

Notary Public for the Commonwealth of ____________________
My commission expires: _____________________

Commonwealth of _______________________
County of _______________________

I certify that on this __________________________, personally appeared
before me and acknowledged under oath, to my satisfaction, that he is the person
who is named in and who executed the foregoing instrument, and that he signed,
sealed, and delivered this instrument as his act and deed for the purposes
expressed in this instrument.

-----------------------------
Notary Public

[Notarial Seal]

Notary Public for the Commonwealth of ________________________
My commission expires: __________________________

EXHIBIT C

MEMORANDUM OF LEASE

THIS IS A MEMORANDUM OF LEASE made as of this day of 19 ________, by
and between__________________________, a _____________________having offices
at ("Lessor"), and _________________________, a ____________________ ,having
offices at _________________________ ("Lessee").

Lessor and Lessee hereby state and confirm, as a matter of public
record, the following:

1. Lessor and Lessee have entered into an Agreement of Lease dated as
of ________________________, 19______, ("Lease"), relating to the lease from the
Lessor to Lessee of a tract of ground comprising
approximately____________________________ acres of land, more or less, located
in __________________ Township, County, State of ______________, the legal
description of which is attached hereto as Exhibit A and made a part hereof
("Ground").

2. The initial term of the Lease is approximately __________ years,
commencing on ___________________ and expiring at 12:00 midnight on
____________________________.

3. This memorandum is intended for recording purposes only, and does
not modify, supersede, diminish, add to or change all or any of the terms of the
Lease in any respect.

IN WITNESS WHEREOF, Lessor and Lessee have executed and acknowledged
this Memorandum of Lease, effective as of the date and year first above written.

Lessor:
--------------------------------

Attest: By:
------------------------------- ---------------
(Corporate Seal)

------------------------------------
Secretary

Lessee:
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