COMMERCIAL AND INDUSTRIAL LEASE AGREEMENT (For Use by members of the Topeka Board of REALTORS, Inc.) THIS LEASE is made this 11th day of July 1996 between Bowman Properties, Inc., LESSOR and First American Capital Corporation, LESSEE. LESSOR hereby...

COMMERCIAL AND INDUSTRIAL LEASE AGREEMENT

(For Use by members of the Topeka Board of REALTORS, Inc.)


     THIS LEASE is made this 11th day of July 1996 between
Xxxxxx Properties, Inc., LESSOR and First American Capital
Corporation, LESSEE.

     LESSOR hereby leases to LESSEE, and LESSEE hereby leases
from LESSOR, the following described premises, hereinafter referred to
as "the premises", in the City of Topeka, County of Shawnee, State of
Kansas.


To Wit: the first floor office suite in the office building at 0000 XX
Xxxxxxxx Xxxxxx, Xxxxxx, XX.  Lease is based on 2700 xxxxx x.x. applicable
to said space.


for a term of 3 years and 0 months, beginning on the 1st day of August,
1996, and ending the 31st day of July, 1999.  LESSEE will take
occupancy the day following the Xxxx Xxxxxx For Congress Campaign
Offices moves out of the space after the August 6, 1996 primary.  Rent
shall be prorated from the date of occupancy by LESSEE.

LESSEE agrees to pay LESSOR rent according to the following schedule:

Year 1,2&3   $11.73 per s.f.    $2639.25 per month    $31,671 per year

Each month rent payment shall be due and payable on the 1st day of each
and every month of the term hereof, in advance at LESSORS office at
0000 XX 00xx Xxxxxx, XX Xxx 0000, Xxxxxx, XX 000000 or at such place
as LESSOR may designate from time to time, in writing.

     LATE CHARGES: If the rent is not paid by the 10th day of the
month a late charge of $100 shall be assessed.  All unpaid amounts of rent
and additional rent due LESSOR under this Lease shall bear interest at the
rate of ten percent (10%) per annum from the due date until paid.  All
other amounts due to LESSOR under this Lease shall be considered as
additional rent, and if unpaid when due, shall bear interest at the rate of
ten percent (10%) per annum from the due date until paid.

GUARANTEE:
     This lease shall be personally guaranteed for one year by Xxxx X.
Xxxxx who for the first year of this lease shall be responsible for
maintaining the rent schedule provided above should First American
Capital fail to do so.

OPTION FOR RENEWAL:
     LESSEE shall have the option to renew this lease with all its
rights and responsibilities for a period of three years at the following rent
schedule:

Year 1,2,3    $12.44 per s.f.    $2799 per month     $33,588 per year


LESSEE shall give LESSOR at least 90 days notice of his desire to
exercise this option for renewal.

1.   SECURITY DEPOSIT:
     Concurrently with its execution of the Lease, LESSEE shall
deliver to LESSOR $2639 as security for the performance by LESSEE of
every covenant and condition of this Lease.  Said deposit may be co-mingled
with other funds of LESSOR and shall bear no interest.  If
LESSEE shall default with respect to any covenant or condition of this
Lease, including, but not limited to the payment of rent, LESSOR may
apply the who or any part of such security to the payment of any sum
which LESSOR may be required to spend by reason of LESSEE's default.
Should LESSEE comply with all of the covenants and conditions of this
Lease, the security deposit or any balance thereof shall be returned to
LESSEE at the expiration of the term hereof.  Nothing in this Paragraph
shall be deemed to limit the amount of any claim, demand or cause of
action of Lessor against LESSEE under the provisions of this Lease.

2.   POSSESSION AT BEGINNING OF TERM:
     LESSOR shall use due diligence to give possession as nearly as
possible at the beginning of the term of this Lease, and rent shall xxxxx pro
rata for the period of any delay in so doing.  LESSEE shall make no other
claim against LESSOR for any such delay.

3.   PRO RATA SHARE:
     In the event pro rata share applies in this Lease, it shall be
calculated as follows: lessees rentable area is approximately 2700 square
feet in the building located at 3360 XX Xxxxxxxx in such premises being
more particularly outlined on the plan attached as Exhibit A.  For
purposes of this Lease, total rentable area in the above building is 5400
square feet and LESSEE's proportionate share is fifty percent (50%).
Payment of the LESSEE's pro rate share shall be as follows:

4.   INSURANCE:
     LESSEE shall comply with all insurance regulations so the
lowest fire, lighting, explosion, extended coverage and liability insurance
rates may be obtained; and nothing shall be done or kept in or on the
premises by LESSEE which will cause an increase in the premium for any
such insurance on the premises or on any building of which said premises
are a part or which will cause cancellation of any such insurance.

     Premiums for a policy written by a company approved to do
business by the insurance commissioner of the State of Kansas for fire and
extended coverage insurance for the property shall be paid for by
LESSOR.

     If, during the term of this Lease, the premium for the fire and
what is commonly known as extended coverage insurance should be
changes so as to cause an increase in premium, then LESSEE shall pay,
as additional rent, the LESSEE's pro rata share of such increase, which
amount shall be payable within fifteen days from the date of the
LESSOR's notice of an amount so due hereunder.

     If the building or demised premises are made partially or
substantially untenantable by fire or other casualty, LESSOR may elect
either to (a) Terminate this Lease as of the date of such fire or other
casualty by delivery of written notice of termination to LESSEE within
sixty (60) days after said date, whereupon LESSEE shall immediately
surrender said premises and all interest to LESSOR; or (b) Proceed with
due diligence to repair, restore or rehabilitate the building and demised
premises.  Restoration of leasehold improvements shall be at LESSEE's
sole expense except to the extent of LESSOR's receipt of insurance
proceeds for said loss.

     If LESSOR elects not to repair and the building and demised
premises have been damaged by casualty due to the act or neglect of the
LESSEE, its employees, agents, servants, invitees, or guests, then the
LESSEE shall pay to the LESSOR upon demand the amount of the
LESSOR's loss.

     If all or any part of the demised premises are rendered
substantially untenantable by fire or other casualty not due to the act or
neglect of LESSEE, its employees, agents, servants, invitees or guests
under this Lease is not terminated, then rent shall xxxxx for said part of the
demised premises which are untenantable on a per diem basis from and
after the date of the fire or other casualty and until the demised premises
are repaired and restored.

     LESSEE, at LESSEE's cost and expense, shall maintain
comprehensive general liability insurance protecting and indemnifying
LESSEE and LESSOR, as an additional insured, against any and all
claims of liability for injury or damage to persons or property or for the
loss of life or property occurring upon, in or about the demised premises,
and the public portions of the building caused by or resulting from any act
or omission (in whole or in part) of LESSEE, its employees, agents,
servants, invitees or guests; such insurance to afford minimum protection
during the term of this Lease, of not less than $500,000 for personal injury
to any one person, including death, and $500,000 for personal injury
including death or more than one person arising out of any one occurrence
and not less the $500,000 with respect to property damage.  All such
insurance shall be effected under valid and enforceable policies; shall be
issued by insurers of recognized responsibility; and shall contain a
provision whereby the insurer agrees not to cancel the insurance without
ten (10) days prior written notice to LESSOR.  On or before the
commencement date, LESSEE, shall furnish LESSOR with certificates
evidencing the aforesaid insurance coverage, and renewal policies or
certificates therefore shall be furnished to LESSOR at least ten (10) days
prior to the expiration date of each policy for which a certificate was
theretofore furnished.

     LESSOR hereby waives all claims for recover from LESSEE for
any loss or damage to LESSOR or its property insured under valid and
collectible insurance policies to the extent of the proceeds collected under
such insurance policies; provided, however, that this waiver shall be
effective only if allowed by the applicable insurance policy of LESSOR.

REAL ESTATE TAXES AND ASSESSMENTS:
     Real estate taxes and assessments shall be the responsibility of
the (x) LESSOR only; ( ) LESSEE only; ( ) LESSOR and LESSEE.  If
"LESSEE' or LESSOR and LESSEE" is checked above, LESSEE's
obligation and schedule for payment of all or part of the real estate taxes
and assessments shall be as follows: LESSEE shall be responsible for
only his pro rata share of any increases in real property taxes assessed for
1995 on the property at 0000 XX 00xx.

6.   UTILITIES:
     Utilities for the premises shall be paid by the indicated party
                                        LESSOR         LESSEE
     GA                                     X
     ELECTRIC                               X
     WATER/SEWER                            X
     STORM WATER FEE                        X
     TRASH                                  X

     The LESSOR does not warrant that nay of the services above
mentioned will be free from interruptions caused by repairs, renewals,
improvements, alterations, strikes, war, civil unrest, acts of God, lockout,
accidents, inability of LESSOR to obtain fuel or supplies, or other causes
beyond the reasonable control of the LESSOR.  Any such interruption of
service shall never be deemed an eviction or disturbance of LESSEE's use
and possession of the premises or any part thereof, or render the LESSOR
liable to the LESSEE for damages, or relieve the LESSEE from
performance of LESSEE's obligations under this Lease.

7.   MAINTENANCE AND REPAIR
     Responsibility for maintenance and repair shall be as follows:
                                             LESSOR    LESSEE
     EXTERIOR & ROOF                           X
     DOORS & GLASS                             X
     HVAC, ELECTRIC, & PLUMBING GENERAL
        MAINTENANCE                            X
     PLUMBING SYSTEM MAJOR COMPONENT
        REPLACEMENT                            X
     HVAC, ELECTRICAL SYSTEM MAJOR COMPONENT
        REPLACEMENT                            X
     INTERIOR MAINTENANCE, MINOR                          X
     REDECORATING
     PEST CONTROL                                         X

8.   COMMON AREA MAINTENANCE:
     The LESSEE shall have the obligation for his pro rata share as
set fourth in Paragraph 3 for the following items described below:

     Interior: LESSOR

     Exterior: LESSOR


     In the event LESSEE is responsible for any of the above listed
and the premises are a part of a multi-tenant property, LESSEE shall pay
its pro rata share based on the terms set forth in Paragraph 3 above.

9.   JANITORIAL:
     LESSEE shall be responsible for the janitorial within the subject
space.

10.  OTHER SERVICES:

11.  TENANT FINISH:
     LESSEE is responsible for any remodel or redecoration of the
subject space.  No work shall be done in the subject space without prior
approval by the LESSOR; such approval shall not be unreasonable
withheld.  All costs related to said remodel and redecoration shall be the
responsibility of the LESSEE.  All bills for material and labor for said
work, along with evidence of their payment, shall be submitted to
LESSOR or his designated agent.

     All improvements related to said remodel shall be in full
compliance with all federal, stat and local laws and regulations.

     LESSOR does agree to initially pay cost of agreed upon
alterations.  LESSEE agrees that said costs will be amortized and included
in LESSEE's rent payments.

12.  ACCEPTANCE:
     LESSEE has inspected and knows the condition of the premises
and accepts the same in their present condition (subject to ordinary wear,
tear, and deterioration in the event the term commences after the date
hereof and to the rights of present or former occupant or occupants , if
any, to remove movable property).

13.  PERSONAL PROPERTY
     LESSOR shall not be liable for any loss or damage to any
merchandise or personal property in or about the premises, regardless of
the cause of such loss or damage.

14.  ALTERATIONS:
     LESSEE shall make no alterations or improvements to the leased
premises without first obtaining written consent from LESSOR.  LESSEE
shall construct any such alterations and improvements in compliance will
all applicable federal, state, and local government laws and regulations.

15.  SIGNS AND ADVERTISEMENTS:
     LESSEE shall not put upon nor permit to be put upon any part
of the premises any signs, billboards, or advertisements whatsoever,
without the prior written consent of LESSOR.  LESSOR provides
directory signs at curb side and in the entry lobby.  LESSEE at his
expense may have installed compatible signs on said directors and on
entry door or adjacent glass.

16.  ASSIGNMENT:
     LESSEE shall not assign, transfer or encumber this Lease and
shall not sublease the premises or any part thereof or allow any other
person to be in possession thereof without the prior written consent of
LESSOR, in each and every instance, which consent or consents shall
note be unreasonably withheld.

17.  SUCCESSORS:
     The provisions, covenants and conditions of the Lease shall bind
and inure to the benefit of the legal representatives, heirs, successors and
assigns of each of the parties hereto, except that no assignment or
subletting by LESSEE without the written consent of LESSOR shall vest
any right in the assignee or sublease of the LESSEE.

18.  LESSOR'S RIGHT OF ENTRY:
     LESSOR, its officers, agents and representatives shall have the
right to enter into and upon any and all parts of the demised premises, at
reasonable times, to inspect same or clean or make repairs or alterations
or additions as LESSOR may deem necessary, and LESSOR may and
shall, at all times, have master keys or pass keys to the demised premises
and LESSEE agrees that LESSEE shall not change any locks in the doors
in the demised premises without LESSOR's prior written consent.  IF
LESSEE shall not be present to open and permit any entry into the
demised premises at any time, LESSOR may enter the same by a master
key or pass key or may forcibly enter the same, without rendering
LESSOR liable therefore, provided that during such entry LESSOR shall
take reasonable care of LESSEE's property.  LESSOR shall have the right
at any time to erect, use, maintain, repair, replace or relocate pipes, ducts,
wiring conduits and similar devices in and through the demised premises
and to enter upon said premises for the purpose of the performance of any
such work.  Nothing contained above shall be deemed to impose upon
LESSOR any obligations, responsibility or liability whatsoever for the
care, supervision or repair of the building or the premises or any part
thereof and LESSEE shall be entitled to no abatement of rent or reduction
of rent by any reason thereof.  LESSOR shall further have the right to
enter the premises at reasonable hours to exhibit same to prospective
purchasers or lessees and inspect the premises to see that LESSEE is
complying with all of its obligations hereunder or to make repairs or
modifications to any adjoining space or to the building.

19.  FIXTURES:
     All buildings, repairs, alterations, additions, improvements,
installations, and any other fixtures by whomsoever installed or erected
(except such business trade fixtures and equipment belonging to LESSEE
as can be removed without damage to or leaving incomplete the premises
or building) shall belong to LESSOR and remain on and be surrendered
with the premises as a part thereof at the expiration of this Lease or any
extensions thereof.

20.  PUBLIC REQUIREMENTS:
     LESSEE shall comply with all laws, orders, ordinances and other
public requirements now or hereafter affecting the premises or the use
thereof, and save LESSOR harmless from expense or damage resulting
from failure to do so.

21.  EMINENT DOMAIN:
     If the premises or any substantial part thereof shall be taken by
any competent authority under the power of eminent domain or be
acquired for any public or quasi-public use or purpose, the term of the
Lease shall cease and terminated as to the portion of the premises so taken
upon the date when the possession of said premises is required to be
surrendered.  The LESSEE shall not be entitled to an apportionment of the
award, and LESSEE shall have no claim against LESSOR for the value
of any unexpired term of this Lease.  If any condemnation proceeding
shall be instituted in which it is sought to take or damage any part of
LESSOR's building or the land under it or if the grade of any street or
alley adjacent to the building is changed by any competent authority and
such change of grade makes it necessary or desirable to remodel the
building to conform to the changed grade, LESSOR shall have the right
to cancel this Lease after giving written notice of cancellation to LESSEE
not less than ninety (90) days prior to the date of cancellation designated
in the notice.  In either of said events, rent at the then current rate shall
be apportioned as of the date of the termination.  No money or other
consideration shall be e payable by the LESSOR to the LESSEE for the
right of cancellation and the LESSEE shall have no right to share in the
condemnation award or in any judgement for damages caused by the
taking or the change of grade.  Nothing in this paragraph shall preclude
an award being made to LESSEE for loss of business or depreciation to
and cost of removal of equipment or fixtures.

22.  DEFAULT AND REMEDIES:
     (a) DEFAULT.  LESSOR may give LESSEE five days notice of
intention to terminate this Lease in any of the following circumstances:

          (1) BREACH.  If the LESSEE SHALL DEFAULT in observing, performing,
           or keeping any term, provision, covenant or condition of the Lease
           on Lessee's part to be kept, observed or performed (other than
           covenants for payment of basic rent and additional rent) and shall
           not cure such default within 15 days after LESSOR gives LESSEE
           written notice thereof, or, if such default cannot be cured
           completely within the 15 day period, if LESSEE does not promptly
           commence within such period and thereafter proceed with due
           diligence to cure the same.

          (2) INSOLVENCY.  If LESSEE is unable to meet its obligations as they
           become due, is adjudicated a bankrupt, makes a general assignment
           for the benefit of creditors, or takes the benefit of any insolvency
           act, or a permanent receiver or trustee is appointed for LESSEE's
           property and such appointment is not vacated within 90 days.  For
           these purposes, "LESSEE" shall mean the LESSEE then in possession
           of the leased property.

          (3) ABANDONMENT.   If the leased property becomes vacant or deserted
           for a period of 30 days.

          (4) ASSIGNMENT.  If this Lease is assigned or the leased property
           sublet other than in accordance with the Lease terms and such default
           is not cured with 15 days after notice.

          (5) RENT.  If LESSEE shall be in default of the prompt payment, when
           due, of any installment of basic rent or additional rent.

     (b) TERMINATION.  If LESSOR gives the five days notice of termination
provided in subparagraph (a), at the expiration of such period this Lease
shall terminate as completely as if that were the date fixed for the
expirations hereof, and LESSEE shall then surrender the leased property to
LESSOR.  If this Lease so terminates, LESSOR may, without any formal demand
or notice, re-enter the leased property by an unlawful detainer action or by
any other means, including force, and remove LESSEE therefrom without being
liable for any damages therefore.  Upon termination of this lease, LESSOR may
terminate any sublease then in effect, without the consent of the sublessee.

     (c) CONTINUED LIABILITY.  LESSEE shall remain liable for
all its obligations under this Lease, despite LESSORS'S reentry, and
LESSOR may re-rent or use the leased property as LESSEE's agent, if
LESSOR so elects.  LESSEE waives any legal requirement for notice of
intention to re-enter and any right of redemption.

     (d) STATUTORY NOTICE.  Nothing in this article shall be
deemed to require LESSOR to give LESSEE any notice except as
required by statue, before the commencement of any unlawful detainer
action for nonpayment of any basic or additional rent.

     (e) DEFICIENCY.  If the Lease terminates as provided in this
article, LESSOR may at any time recover from LESSEE the amount by
which the rent and charges equivalent to rent reserved herein for the
balance of the term exceed the reasonable rental value of the leased
property for the same period.

     (f) TIME OF ESSENCE.  Time is of the essence of this Lease
with respect to LESSEE's performance of its obligations hereunder.

23.  WAIVER OF SUBROGATION:
     LESSOR shall not be liable to LESSEE for any loss or damage
to any person or property, including the person and property of the
LESSEE, its employees, agents, servants, invitees or guests, occasioned
by theft, the acts of any co-lessee or the acts of any employee or agent of
any co-lessee, leaks, casualty, rain, water, condensation, fire, acts of God,
public enemy, injunction, riot, strike, insurrection, picketing, mob action,
bombing, explosion, war, court order, latent defects, requisition or order
of government authority, the construction or repair, maintenance or
alteration of any part improvement of the building as a whole, or any
other cause not due to LESSOR's gross or willful negligence.  LESSEE
shall indemnify LESSOR and save it harmless from all suits, actions,
damages, liability and expense in connection with loss of life, bodily or
personal injury or property damage arising from or out of any occurrence
in, upon, at or from the demised premises or the occupance or use by
LESSEE of the demised premises or any part thereof, or occasioned
wholly or in part by any action or omission of LESSEE, its employees,
agents, servants, invitees or guest.  If LESSOR shall be made a party to
any action commenced by or against LESSEE, the LESSEE shall protect
and hold LESSOR harmless and shall pay all costs, expenses and
attorneys' fees incurred by LESSOR.

24.  ESTOPPEL CERTIFICATE:
     LESSEE shall from time to time upon not less than ten (10) days
prior written request by LESSOR, deliver to LESSOR a statement in
writing certifying that this Lease is unmodified and in full force and
effect, or if there have been modifications, that the Lease as modified is
in full force and effect, the dates to which rent or other charges have been
paid, and that LESSOR is not in default , a detailed description thereof.
LESSEE hereby appoints LESSOR as LESSEE's Attorney-in-Fact with
full power and authority to execute and deliver in the name of the
LESSEE any such certificate in the event LESSEE fails to do so on
request.

25.  SUBORDINATION:
     This Lease shall be subject and subordinate at all times to the
Lien of existing mortgages and Deeds of Trust or both and of mortgages
or Deeds of Trust or both which hereafter may be made a Lien on the
demised premises.  Although no instrument or act on the part of the
LESSEE shall be necessary to effectuate such subordination, the LESSEE
will nevertheless execute and deliver such further instruments of
subordinating this Lease to the Lien of any such mortgages or Deeds of
Trusts as may be desired by the Mortgagee or Beneficiary.  LESSEE
hereby irrevocably appoints the LESSOR its Attorney-in-Fact to execute
and deliver any such instrument in the name of the LESSEE in the event
the LESSEE fails to do so.  LESSEE acknowledges that its title is and
always shall be subordinate to the title of the owner of the building.
LESSEE further agrees to attorn to any new purchaser or purchaser at
foreclosure and that no foreclosure of any Deed of Trust or Mortgage
shall entitle LESSEE to terminate or cancel this Lease.

26.  WAIVER:

     The rights and remedies of the LESSOR under this Lease, as well
as those provided or accorded by law, shall be cumulative, and none shall
be exclusive of any other rights or remedies hereunder or allowed by law.
A waiver by LESSOR of any breach or breaches, default or defaults of
LESSEE hereunder shall not be deemed or construed to be a continuing
waiver of such breach or default nor as a waiver of or permission,
expressed or implied, for any subsequent breach or default, and it is
agrees that the acceptance by LESSOR of any installment of rent
subsequent to the date the same should have been paid hereunder, shall in
no manner alter or affect the covenant and obligation of LESSEE to pay
subsequent installments of rent promptly upon the due date thereof.  No
receipt of money by LESSOR after the termination in any way of the
Lease shall reinstate, continue or extend the term above demised.

27.  BANKRUPTCY:
     Neither this Lease nor any interest therein nor any estate hereby
created shall pass to any trustee or receiver in bankruptcy or to any other
receiver or assignee for the benefit of creditors by operation of law or
otherwise during the term of this Lease or any renewal thereof.

28.  HOLDING OVER:
     In case of holding over by LESSEE after expiration or
termination of this Lease or of any renewal or extension thereof, LESSEE
will pay, at a minimum, double rent for the entire hold over period.
LESSEE shall further be liable to LESSOR for all direct and
consequential damages caused to LESSOR by LESSEE's wrongful hold
over and for all attorney's fees and expenses incurred by LESSOR in
enforcing its rights hereunder.  After the expiration date of this Lease,
unless LESSEE is allowed to remain under an express and written hold
over agreement, LESSEE shall be deemed and shall be a trespasser; and
LESSEE hereby expressly agrees and understands that LESSEE has no
right to the demised premises after the expiration date of the Lease or of
any renewal or extension thereof.

29.  QUIET POSSESSION:
     LESSOR agrees that so long as LESSEE fully complies with all
of the terms, covenants and conditions herein contained on LESSEE's
part to be kept and performed, LESSEE shall and may peaceably and
quietly have, hold, and enjoy the said premises for the term aforesaid, it
being expressly understood and agreed that the aforesaid covenant of
quiet enjoyment shall be binding upon the LESSOR, its heirs, successors,
or assigns.  LESSOR further covenants and represents that LESSOR has
full right, title, power, and authority to make, execute and deliver this
LEASE.

30.  NOTICES:
     Any and all notices required or permitted to be given hereunder
shall be served either personally or by United State pail, postage prepaid
(and if permitted by law, by Registered or Certified  Mail), at the
following addresses:
               TO LESSOR:     Xxxxxxx X. Xxxxxx
                              Xxxxxx Properties,Inc.
                              0000 XX 00xx
                              Xxxxxx, XX 00000
               TO LESSEE:     Xxxx X. Xxxxx
                              First American Capital Corporation
                              0000 XX Xxxxxxxx
                              Xxxxxx, XX 00000
31.  ENVIRONMENTAL:
     LESSOR represents and warrants that during the term in which
LESSOR owned the property neither LESSOR nor, to the best of
LESSOR's knowledge, any third party has used, generated, manufactured,
stored or disposed of on, under, or about the property or transported to or
from the property any "hazardous materials".  The term "hazardous
materials" shall mean any flammable explosives, toxic wastes or
substances including without limitation, any substances defined as
"hazardous wastes, hazardous materials, hazardous substances, , or toxic
substances" under any applicable federal, state, or local laws or
regulations.

32.  ADDENDUM:
     There is one addendum and one exhibit to this Lease as of the
date of execution.

33.  REALTOR AGENCY:
     Xxxxxxxx & Xxxxx, Inc. is the agent of the LESSOR with the duty
to represent the LESSOR's interest and will not be the agent of the
LESSEE.  Information given to the agent will be disclosed to the
LESSOR.  LESSOR and LESSEE acknowledge that the disclosure of
agency status was made prior to the execution of this Lease.

34.  ENTIRE AGREEMENT:
     This Lease contains the entire agreement between the parties, and
no modification of this Lease shall be binding upon the parties unless
evidenced by an agreement in writing signed by the LESSOR and the
LESSEE after the date hereof.  If there be more than one LESSEE named
herein, the provisions of this Lease shall be applicable to and binding
upon such LESSEES, jointly and severally.

35.  TIME OF THE ESSENCE:
     Time is expressly declared to be of the essence of this agreement.

36.  SEVERABILITY:
     In the event any provision of the Lease are officially found to be
contrary to law, or void as against public policy or otherwise, such
provisions shall be either modified to conform to the law or considered
severable with the remaining provisions hereof continuing in full force
and effect.

37.  LEGAL USE:
     LESSEE shall only use and occupy the demised premises for a
business office.  LESSEE agrees to maintain the premises in a clean,
orderly, healthful condition and to comply with all laws, ordinances, rules
and regulations, of all governmental agencies having jurisdiction over the
demised premises.  LESSEE will not use, occupy or permit the use or
occupancy of the demised premises for any unlawful, disruptive, or extra
-hazardous purpose, or maintain or permit the maintenance of any public
or private nuisance; or do or permit any act or thing which may disturb
the quiet enjoyment of any other LESSEE of the building; or keep any
substances or carry on or permit any operation which might emit
offensive odors into other portions of the building; or use any apparatus
which might make undue noise or set off vibrations in the building; or
permit anything to be done which would increase the fire insurance rate
or other insurance rates on the building or contents.  LESSEE shall not
obstruct or use the sidewalks, entries, passages, vestibules, halls, elevators
or stairways of the building for any other purpose than ingress or egress
to and from the demised premises, or throw or sweep or put anything out
of the windows or doors, or in the passages or corridors of the building.

38.  RULES AND REGULATIONS:
     LESSEE, its employees, agents, servants, invitees, and guests
will comply fully with all requirements of the Rules and Regulations of
the building as of and hereafter established by LESSOR.  LESSOR shall
at all times have the right to change such Rules and Regulations or to
amend them in such reasonable manner as may be deemed advisable for
the safety, care, cleanliness, and exterior and interior appearance of the
premises and building and for the preservation of good order and control
therein and throughout.  All of the Rules and Regulations, changes and
amendments thereto, will be forwarded to LESSEE and after LESSEE
shall carry out and observe all of such Rules, Regulations, changes and
amendments.

THIS IS A LEGALLY BINDING CONTRACT.  IF NOT
UNDERSTOOD, SEEK THE ADVISE OF AN ATTORNEY.

     IN WITNESS WHEREOF, said parties hereunto subscribed their
names.  Executed in    2     Originals.


     LESSOR                             LESSEE


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