LEASE -----

                   LEASE BETWEEN XXXXX XXXXXX & XXXXXX'X, INC.


                                      LEASE
                                      -----

         This LEASE,  made this 12 day of January,  1987,  between XXXXX XXXXXX,
hereinafter  called the OWNER,  and  XXXXXX'X,  !NC., a New Mexico  corporation,
hereinafter called the LESSEE.

                                       I.

                        DESCRIPTION OF PROPERTY AND RENTS
                        ---------------------------------

         A. The OWNER does  hereby  lease to the LESSEE  for  commercial  and/or
retail purposes, the premises described below:

                  Township 15 South, Range 22 East
                  --------------------------------

                  That  portion  of Lots 5, 6, 7, 8, and the Sl/2  NW1/4  SEl/4,
                  Section 36,  Township 15 South,  Range 22 East,  G&SRB&M,  all
                  more  precisely  described  as  follows:   "Beginning  at  the
                  Southeast  corner of said  Section,  thence West and along the
                  South line of said  Section  approximately  3168.73  feet to a
                  point of intersection with the East-bound  construction center
                  line of the Xxxxxx-Xxxxxx  Pass Interstate Highway as shown on
                  Arizona Highway Department  Right-of-Way Map A-2T-366;  thence
                  North-Easterly and along said East-bound  construction  center
                  line to a point of  intersection  with  the East  line of said
                  Section  thence South and along the East line of said Section,
                  1802.96 feet to the point of beginning,  and containing  64.84
                  acres, more or less."

         The property  includes the four buildings which constitute the business
and museum premises and any museum items and fixtures having not been previously
returned to  the OWNER. The OWNER and  LESSEE acknowledge  that the  property is

                                        1

currently  being  surveyed and further agree that a legal  description  from the
survey currently underway will be the proper description of the property for the
purposes  of this lease and will be  attached  to the lease as  Amendment A when
said survey is complete.

         B. The OWNER does hereby acknowledge that the land on the opposite side
of the above described  interchange (North) is under State Lease Number C-24961,
dated February 16, 1978,  for future  development  into a  Recreational  Vehicle
Park. OWNER acknowledges and LESSEE agrees to pay OWNER the exact amount due the
State of  Arizona  under  this  lease  each year for OWNER and  LESSEE'S  mutual
benefit by having no  competition  across the  interchange.  State Lease  Number
C-24961 is to be attached and made a part hereof as Exhibit A.

         C. OWNER hereby acknowledges and grants LESSEE the permission and right
to construct a new fifth building on the above described premises.  OWNER hereby
acknowledges  that LESSEE has been granted a Dairy Queen franchise for the above
described  location and that said new building will be for the specific  purpose
of operating a Dairy Queen-Brazier  Restaurant.  LESSEE agrees to construct said
new building  according to all  pertinent  and  controlling  building  codes and
ordinances  of the State of Arizona  and Cochise  County and to  specifications,
approved by International  Dairy Queen.  Hereinafter in this document FOOD SALES
will refer to sales of Dairy Queen authorized products sold through this new
facility.

                                        2

                                       II.

                                  TERM OF LEASE
                                  -------------

         The term of this lease  shall be  [Confidential  treatment  requested],
both dates inclusive,  unless sooner  terminated as herein provided.  This lease
shall not hamper  negotiation  of a new lease  between OWNER and LESSEE to terms
mutually agreeable for a new lease at the termination of this lease.

                                      III.

                        MINIMUM RENT AND PERCENTAGE RENT
                        --------------------------------

         A.  The  minimum  rent  for  the  above  described  lease  property  is
[Confidential  treatment  requested]  payable  annually  by  LESSEE,  monthly in
advance in equal  installments of [Confidential  treatment  requested] each. The
payments are due on the first day of every month during the term. In addition to
the minimum rent,  LESSEE shall pay, for each lease year,  additional rent based
upon a percentage of LESSEE'S [Confidential treatment requested] from the leased
property as hereinafter set forth. The term [Confidential  treatment  requested]
which are subject to the sales tax imposed under Arizona State Law.

         B. Total annual rental based on [Confidential  treatment requested] and
subject to the minimum rental specified above shall be calculated as follows:

                                        3

                    (1)   [Confidential  treatment  requested]  percent  of  the
                          first  [Confidential  treatment  requested]  of annual
                          [Confidential treatment requested]. This [Confidential
                          treatment  requested]  is the  guaranteed  annual rent
                          addressed  in  above  paragraph  (A)  and  establishes
                          [Confidential  treatment  requested] as the base above
                          which the following percentage rents are calculated.

                    (2)   In  addition  to the  minimum  rent  described  above,
                          LESSEE   shall  pay  OWNER   [Confidential   treatment
                          requested] of all [Confidential  treatment  requested]
                          made in excess of [Confidential  treatment  requested]
                          annually  except  as  provided  for in  paragraph  (3)
                          below.

                    (3)   Food Sales: It is hereby agreed by OWNER and LESSEE to
                          establish 1985 as the base period year for food sales.
                          1985   annual   food   sales   made  by  LESSEE   were
                          [Confidential  treatment  requested].  Using the above
                          established  period for food sales,  and because OWNER
                          acknowledges  that LESSEE must pay percentage  rent to
                          International Dairy Queen for the franchise, then food
                          sales  percentage rent shall be calculated as follows:
                          If total  annual  [Confidential  treatment  requested]
                          exceed  [Confidential  treatment  requested]  then the
                          percentage  rent  on food  sales  made  in  excess  of
                          [Confidential  treatment  requested] annually shall be
                          [Confidential treatment requested]

         Payments of  estimated  percentage  rents in excess of the minimum rent
shall  be paid on the  15th  day of each  month  beginning  with  the  month  of
September, 1986 which shall be the

                                        4

percentage rent for August,  1986. Said payments shall be computed at the end of
each month as follows:

                  [Confidential   treatment   requested]   of  the   amount   of
                  [Confidential treatment requested] for that month in excess of
                  [Confidential treatment requested].

         C. Petroleum Products Rent:

                  Minimum  rent paid to OWNER on the  existing  Chevron  Station
                  shall be [Confidential  treatment  requested] per month due on
                  the first of each month.  Percentage  rent shall be paid based
                  upon [Confidential treatment requested] per gallon of gasoline
                  pumped.  LESSEE shall  prepare a  reconciliation  of gallonage
                  pumped  annually  at  the  same  time  percentage   rents  are
                  reconciled  and  compute and pay to OWNER any  percentage  due
                  OWNER  above the  [Confidential  treatment  requested]  annual
                  minimum rent.

         D. On August 15 of each year  beginning with August 15, 1987, the total
annual rent for the twelve  month  period,  August 1 through  July 31 each year,
shall be recomputed pursuant to paragraphs (A), (B), and (C) of this section. If
the  LESSEE  shall  have  paid a total  of  rents  which  are in  excess  of the
recomputed  rents,  then the OWNER shall return to the LESSEE the surplus of the
collected  rents  over the  recomputed  rents or  shall  allow a credit  of such
surplus  toward the  subsequent  year's  percentage  rent.  In no event shall an
amount less than the minimum annual rental be paid.  Should the LESSEE have paid
a total of rents in an amount which is less than the recomputed  rents, then the
LESSEE shall pay to the OWNER such deficiency on September lst of the applicable
year.

                                        5

                                       IV.

                                 RENT ABATEMENT
                                 --------------

         If at any time the  entrance to the  property is closed more than three
days due to circumstances beyond LESSEE'S control.  such as highway construction
or other third-party  activities  beyond LESSEE'S control,  the rent shall xxxxx
for the period involved.

                                       V.

                                 PROPERTY TAXES
                                 --------------

         The LESSEE  shall pay any  increases  in the taxes  assessed and levied
against  the  leased  property  above  the  amount  of  [Confidential  treatment
requested]  during the term of this  lease,  whether  the  increase  in taxation
results from a higher tax rate or an increase in the  assessed  valuation of the
leased property, or both.

         LESSEE  shall  pay all  property  taxes  levied  against  the  LESSEE'S
personal  property,  merchandise,  cars,  trucks,  service stations,  and mobile
structures placed upon the premises by LESSEE.

                                       VI.

                              USE AND EXCLUSIVE USE
                              ---------------------

         The LESSEE shall use and occupy the leased  premises for the purpose of
operating a business  engaged in the sale of goods and services  including,  but
not limited to: curios,  jewelry, gifts, petroleum products amusement fees, food
and other related activities.

                                        6

         The OWNER shall not lease any portion of the above  described  property
for any purpose  whatever,  without specific consent of LESSEE.  The OWNER shall
not permit any person  except the  LESSEE,  its  agents,  or servants to sell or
exchange  on such  property  any article  whatsoever  without  specific  written
consent and permission from LESSEE.

                                      VII.

                                     REPAIRS
                                     -------

         A. OWNER shall maintain the exterior  walls,  foundation,  and plumbing
mains  outside the  building,  except that there shall be no  responsibility  to
repair  damage  caused to the same by the LESSEE,  its agents or  patrons.  As a
condition precedent to any liability from the OWNER to the LESSEE for failure so
to do, the LESSEE must first  notify the OWNER in writing of the alleged  defect
and the  OWNER  shall  have ten days  thereafter  in which to make  repairs,  if
necessary,  to the said  exterior  walls,  foundation  and plumbing  outside the
building.

         B. The LESSEE shall, at its cost, keep and maintain said premises,  the
appurtenances  and improvements  (including the plumbing inside the building and
the roof of the  building) in good repair and in sanitary  condition,  and shall
promptly  repair all damage  caused to said  leased  premises  by the LESSEE its
agents or patrons.

                                        7

                                      VIII.

                       LESSEE'S RIGHT TO ALTER AND IMPROVE
                       -----------------------------------

         LESSEE shall have the right to make changes,  alterations, or additions
to the buildings located on the leased property or to construct  improvements on
the leased property.

         A. Any permanent improvement to the leased property or any part thereof
during the term of this lease shall at once become the absolute  property of the
OWNER without payment of any kind therefor.  However,  any equipment,  tanks and
pumps added to the OWNER's  property by the third party  (namely an oil company)
shall not be permanent and shall remain the property of said oil company.

         B.  Any  permanent   improvement   made  will  be  adequately   insured
immediately by LESSEE once improvement or addition is completed.

         C. Any mobile structures  including,  but not limited to, mobile homes,
fixtures,  cars,  trucks and personal  property  shall be removed by LESSEE Upon
termination of this lease and ownership of same shall remain with LESSEE.

                                       IX.

                                    UTILITIES
                                    ---------

         LESSEE shall pay all charges for gas, electricity, water, and telephone
used or supplied in connection with the leased property, and shall indemnify the
OWNER against any liability or damages on such accounts.

                                        8

                                       X.

                                     DEFAULT
                                     -------

         Any one or more of the following  occurrences shall be deemed a default
by LESSEE at the time of such occurrence:

               (1) When LESSEE fails to pay any  installment of rent when due or
                   fails to fulfill or perform  any of the other  agreements  or
                   provisions  of this lease,  which are the  obligation  of the
                   LESSEE,  and  LESSEE'S  failure  to perform  continues  for a
                   period of thirty  days after  OWNER  shall have  demanded  in
                   writing by  Certified  Return  Receipt  mail for  performance
                   thereof;

               (2) When LESSEE is adjudicated a bankrupt or makes an  assignment
                   for benefit of creditors;

               (3) When LESSEE'S interest in this lease is levied on or attached
                   in any action  against  LESSEE and such levy or attachment is
                   not vacated within sixty (60) days thereafter.

         If any one or more of the above occurs,  the OWNER may elect any of the
following remedies without prejudice to any other rights or remedies which might
otherwise be available to OWNER:

               (1) Bring  appropriate  action  against  LESSEE  to  enforce  the
                   agreements  and  provisions of this lease,  and to compel the
                   LESSEE to abide by the same.

               (2) Terminate  this lease,  and in such even OWNER may rightfully
                   re-enter the leased  premises  without notice or demand,  and
                   repossess the same or recover possession  thereof, as if such
                   premises were held by forcible detainer; or,

                                        9

               (3) Pursue,  in connection with the foregoing or separately,  any
                   other right or remedy provided by law.

                                       XI.

                             OWNER'S RIGHT OF ACCESS
                             -----------------------

         The OWNER may enter the leased  property,  at any reasonable  time, for
the purpose of inspecting  the leased  property or performing any work which the
OWNER deems necessary to maintain property interests.

                                      XII.

                      FIRE OR OTHER DESTRUCTION OF PREMISES
                      -------------------------------------

         A. In case of damage to or  destruction  of any  building on the leased
property or of the  machinery  fixtures,  and  equipment  (except  movable trade
fixtures,  furniture,  and  furnishings)  used in the operation and  maintenance
thereof,  by fire or  otherwise,  whether or not insured under the standard fire
insurance policy with approved standard extended coverage endorsement applicable
to the leased  property,  the LESSEE will, at such time and upon the  conditions
hereinafter set forth, restorer repair,  replace,  rebuild, or alter the same as
nearly as possible to the condition  such property was in  immediately  prior to
such damage or destruction. Such restoration,  repair, replacement,  rebuilding,
or alteration shall be commenced as soon as practicable and, after such work has
been commenced, it shall be prosecuted with reasonable diligence.

         B. All insurance  money received by the OWNER on account

                                       10

of such damage or destruction, less the cost, if any, of such recovery, shall be
deposited  in  escrow by the  OWNER  and  shall be  applied  by the OWNER to the
payment of the cost of such restoration,  repair,  replacement,  rebuilding,  or
alteration (the "work"),  including  expenditures  made for temporary repairs or
for the protection of property pending the completion of permanent  restoration,
repair, replacement, rebuilding, or alteration to the leased property, and shall
be paid  out,  as  hereinafter  provided,  from  time  to  time,  as  such  work
progresses, upon the written request of the LESSEE which shall be accompanied by
the following:

                (1) A certificate  of the architect or engineer in charge of the
                    work (the certificate), dated not more than 30 days prior to
                    such  request,  setting  forth  that the sum then  requested
                    either  has been  paid by the  LESSEE  or is  justly  due to
                    contractors,    subcontractors,    materialmen,   engineers,
                    architects,  or other  persons  (whose  names and  addresses
                    shall be stated),  who have  rendered  services or furnished
                    materials for certain  work.  The  certificate  shall give a
                    brief description of such services and materials, shall list
                    the several  amounts so paid or due to each of such persons,
                    shall  state  the fair  value of the work at the date of the
                    requisition,   and  shall   state   that  no  part  of  such
                    expenditures  has been or is being  made the  basis  for any
                    other request for payment.  The certificate shall state also
                    that  except for the  amounts  listed  therein,  there is no
                    outstanding   indebtedness   known  to  such   architect  or
                    engineer,  after due  inquiry,  which is then due for labor,
                    wages, materials, supplies,

                                       11

                    or services in connection  with such work which,  if unpaid,
                    might become the basis of a vendor's, mechanic's, laborer's,
                    materialman's,  or  similar  lien upon such work or upon the
                    leased property.

                (2) An affidavit  sworn to by the LESSEE that all  materials and
                    all  property   constituting  the  work  described  in  such
                    certificate  of the architect or engineer are free and clear
                    of all security interests,  liens, charges, or encumbrances,
                    except  encumbrances,  if any, securing  indebtedness due to
                    persons  specified  in  such  certificate  which  are  to be
                    discharged upon payment of such indebtedness.

         C. Upon compliance with the foregoing  provisions of subparagraph  (B),
the OWNER shall, out of such insurance money previously  deposited in escrow, on
request  of the  LESSEE,  pay to the  persons  named  in  such  certificate  the
respective  amounts  stated to be due to them,  or shall pay to the  LESSEE  the
amount  stated to have been paid by the  LESSEE;  provided,  however,  that such
payments  shall not  exceed in amount  the fair  value of the  relevant  work as
stated  in the  certificate.  If the  insurance  money in the hands of the OWNER
exceeds  the amount  required  to pay the cost of such work,  the OWNER shall be
entitled to retain such excess. In the event that the insurance  proceeds do not
satisfy  the total  cost of  restoration,  repair,  replacement,  rebuilding  or
alteration,  the LESSEE shall pay any costs in excess of the insurance  proceeds
received which are necessary to satisfy such costs.

                                       12

         D. If there is a  substantial  interference  with the  operation of the
LESEE'S  business in the leased  property  requiring  the LESSEE to  temporarily
close  its  business  to the  public,  the  minimum  rental  shall be  equitably
apportioned  or abated for the  duration of such  repairs in  proportion  to the
extent  to  which  there is  interference  with the  operation  of the  LESSEE'S
business.

                                      XIII.

                                 INDEMNIFICATION
                                 ---------------

         LESSEE  agrees to  indemnify  and hold  OWNER  harmless  from any loss,
damage, or liability  occasioned by, or arising from any default  hereunder,  or
negligent act on the part of the LESSEE,  its agent or employee;  LESSEE further
agrees to indemnify and hold OW14ER harmless from any loss,  damage or liability
occasioned  by, or arising from any negligent act on the part of the OWNER,  its
agent or employee.

                                      XIV.

                                    INSURANCE

                                    ---------

         A. LESSEE  agrees to provide at its cost and to keep current a standard
form of liability  policy insuring the OWNER and LESSEE from public liability in
limits of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) / FIVE HUNDRED
THOUSAND AND NO/100 DOLLARS  ($500,000.00).  LESSEE shall provide the OWNER with
satisfactory  proof of the  existence  of said policy upon  request  from OWNER.
LESSEE  agrees  to name  the  OWNER as  additional  insured  on all,  applicable
liability insurance policies.

                                       13

         B. LESSEE agrees to carry fire/lightning  insurance,  extended coverage
and vandalism  insurance,  on the above described  premises at LESSEE'S sole and
total  expense.  OWNER  shall be the named  insured  on all such  policies.  All
building  values shall be agreed upon in writing by and between OWNER and LESSEE
annually  to ensure  that OWNER  feels  adequate  insurance  is in effect on the
subject property.  Adequate  insurance coverage is contemplated being carried to
avoid invoking the eighty (80) percent co-insurance clause uniformly enforced by
insurance companies if a loss occurs on underinsured property.

                                       XV.

                                 EMINENT DOMAIN
                                 --------------

         If the leased property or any part thereof,  is taken by eminent domain
such that the property is rendered  unusable for LESSEE'S  commercial  purposes,
this lease shall expire on the date when the leased  property  shall so be taken
and the rent shall be apportioned to that date.

                                      XVI.

                                 RIGHT TO SUBLET
                                 ---------------

         LESSEE  shall have the right to sublet to a third  party (oil  company)
space for LESSEE'S  sale of  additional  petroleum  products if such oil company
supplier is  available  from time to time during the term of this lease.  LESSEE
may sublet all or a portion of the leased property for the remainder of the term
with the approval of the OWNER, which approval OWNER

                                       14

shall not unreasonably withhold, provided that the business or occupation of the
sublessee is not  extra-hazardous or illegal.  The LESSEE shall remain primarily
liable for the payment of the rent herein  reserved and for the  performance  of
all the terms of this lease required to be performed by the LESSEE.

                                      XVII.

                             RIGHT OF FIRST REFUSAL
                             ----------------------

         OWNER hereby grants LESSEE the Right of First Refusal as defined below:

         A. This Right of First Refusal  shall  continue so long as LESSEE shall
be current in i ts  payments  of rental  sums due as  provided in this lease and
performing all the terms and conditions stated therein to be kept and performed.

         B.  LESSEE has the right to purchase  the real  property  and  personal
property described in said lease under the following terms and conditions:

                  (1) This right  refers to all the OWNER  controlled  land area
                      and  buildings  occupied  by "The  Thing"  and its  signs,
                      including  non-contiguous land east of the property on the
                      north side of Interstate 10.

                  (2) If OWNER shall  receive a bona fide offer to purchase  the
                      said area of land and  buildings  occupied by "The Thing",
                      and being that real  property  and  improvement  described
                      herein,  OWNER shall thereupon deliver to LESSEE a copy of
                      said offer and the said LESSEE shall have thirty (30) days
                      in  which to meet  said  offer  and to make an  equivalent
                      offer to purchase.

                                       15

                  (3) If OWNER shall receive a bona fide offer to purchase which
                      LESSEE  shall not meet nor make  (after  receipt of notice
                      from  OWNER) and which  OWNER does not  accept,  then this
                      "First  Refusal"  shall  continue in full force and effect
                      according to the  provisions  hereof.  However,  if LESSEE
                      does not meet  nor  make an  offer  communicated  to it by
                      OWNER and OWNER  accepts the offer made by a third  party,
                      then this "First Refusal" shall terminate.

                  (4) Any sale by OWNER  will be  subject  to this  lease  dated
                      August 1, 1986.

                                     XVIII.

                         MUTUAL RELEASE OF LIABILITY TO
                      EXTENT OF SPECIFIC INSURANCE COVERAGE
                      -------------------------------------

         Except as  provided  in Article  XII,  the OWNER and the LESSEE and all
parties  claiming  under them hereby  mutually  release and discharge each other
from all claims and liabilities  arising from or caused by any hazard covered by
insurance in connection with property on, or activities  conducted on the leased
property, regardless of the cause of the damage or loss.

                                      XIX.

                                      SIGNS
                                      -----

         LESSEE  shall  maintain  and pay for all  painting,  repairs  and  sign
rentals for the numerous signs advertising the leased premises. It is understood
that all.  signs are the exclusive  property of LESSEE and OWNER hereby  assigns
all signs,  sign locations,  and any income derived therefrom during any term of
this lease to LESSEE.

                                       16

                                       XX.

                                     NOTICE
                                     ------

         Any notice  under  this  lease  must be in writing  and must be sent by
Registered or Certified, Return Receipt mail to the last address of the party to
whom the notice is to be given, as designated by such party in writing. The date
of the notice is the date of  mailing  same.  The OWNER  hereby  designates  her
address as 0000 Xxxxxxxxx Xxxx,  Xxxxxxxxx,  Xxxxxxxx,  00000. The LESSEE hereby
designates its address as 000 Xxxxxxxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx, 00000.

                                      XXI.

                          TERMINATION OF PREVIOUS LEASE
                          -----------------------------

         Upon the execution and delivery of this lease, that certain lease dated
December 18, 1978,  between the parties  hereto  affecting  the property  hereby
leased,  is  canceled  and  neither  party  shall  have any  further  rights  or
obligations thereunder.

                                      XXII.

                            ATTORNEY'S FEES AND COSTS
                            -------------------------

         In the event  suit is brought to enforce  the  provisions  hereof,  the
prevailing  party shall be entitled  to recover  its  attorney's  fees and costs
incurred therein.
                                       17

                                     XXIII.

                           LEASE TERM, EXECUTION DATE
                            AND MINIMUM RENT RECEIPT
                            ------------------------

         OWNER and  LESSEE  acknowledge  and agree that this lease term began on
August 1, 1986  although  executed  this 12 day of  January,  1987.  OWNER  also
acknowledges  receipt of LESSEE's  checks to bring minimum monthly rent payments
current from August 1, 1986 through  December 31, 1986  consistent  with Article
III "MINIMUM RENT AND PERCENTAGE RENT".

                                      XXIV.

                           RELEASE OF SELLER UPON SALE
                           ---------------------------

         The term OWNER as used in this lease, means only the owner for the time
being of the  leased  property,  so that in the event of any sale of the  leased
property,  after  LESSEE  did not  meet  any bona  fide  offer of a third  party
described  in Article  XVII "RIGHT OF FIRST  REFUSAL",  the seller  shall be and
hereby is entirely  relieved of all obligations of the OWNER hereunder.  Without
further  agreement  between the parties or between either of the parties and any
purchaser of the leased property, such purchaser shall be deemed to have assumed
all  obligations  of the OWNER  under  this  lease,  and any sale  shall be made
subject to the terms of this lease.

                                       18

                                      XXV.

                                 BINDING EFFECT
                                 --------------

         This lease shall apply to and bind the heirs, executors, administrators
and assigns of the respective parties hereto.

                                  LESSOR:  /s/ Xxxxx Xxxxxx
                                           ----------------------------------
                                           XXXXX XXXXXX/OWNER



                                  LESSEE:  /s/ X. X. Xxxx
                                           ----------------------------------
                                           XXXXXX'X INCORPORATED by
                                           Executive Vice President

ATTEST:

---------------------------------------
Secretary, XXXXXX'X INC.


STATE OF Maryland   )
                    )ss.
County of Baltimore )

         SUBSCRIBED  AND  SWORN To before me this 12 day of  January,  1987,  by
XXXXX XXXXXX.

My Commission Expires:
7-1-90
-----------------------
                                     /s/ Signature Illegible
                                     -----------------------------------------
                                     NOTARY PUBLIC

                                       19

STATE OF NEW MEXICO   )
                      )ss.
County of Bernallillo )

         SUBSCRIBED  AND SWORN TO before me this 16th day of January,  1987,  by
X.X. XXXX, Executive Vice President of XXXXXX'X, INCORPORATED.

My Commission Expires:
     5/31/87                                /s/ Xxxxxxx X. XxXxxx
----------------------                      ------------------------------
                                            NOTARY PUBLIC