EXHIBIT 10.1 ASSET PURCHASE AND SALE AGREEMENT

                                                EXHIBIT 10.1

                ASSET PURCHASE AND SALE AGREEMENT

      THIS Agreement is entered into as of March 28, 2006, by
Scott's Liquid Gold, Inc., a Colorado corporation ("Seller")
and Keltec Dispensing Systems USA Inc., a Delaware corporation
("Purchaser").

RECITALS

      A.     Seller, among other businesses, conducts a plastic
parts production business (the "Business") at 4880 Havana Street,
Denver, Colorado (USA) (the "Premises").

      B.     Seller now desires to sell certain assets used in the
conduct of the Business to Purchaser, and Purchaser is willing to
purchase such assets, pursuant to the terms and conditions set
forth below.

AGREEMENT

      1.     Sale of Assets.   At Closing, Seller shall sell and
Purchaser shall acquire the assets listed on Exhibit A attached
hereto (the "Assets").   The Assets shall be transferred at Closing
pursuant to a Bill of Sale in the form attached hereto as
Exhibit B.   The parties agree to cooperate with each other as
is reasonably necessary to facilitate the transfer of Assets as
provided herein.

      2.     Purchase Price.   The purchase price for the Assets is
(US)$85,000.00 and shall be paid in full at Closing by wire
transfer.   The parties will mutually agree on the allocation of
the purchase price among the Assets and shall report the purchase
price payments or receipts on their respective federal income tax
returns in a manner consistent with such allocations.

      3.     No Liabilities.   Purchaser shall not at Closing assume
any liabilities of Seller including by way of example any taxes and
any claims relating to tax filings; legal disputes, lawsuits or
claims; or employee claims, including claims for wages, benefits
or severance.

      4.     Closing Date.   Closing shall take place in Denver,
Colorado on any business day prior to July 1, 2006.   Purchaser
shall provide Seller with written notice of the desired Closing
date at least five (5) business days prior thereto and the
Closing shall occur on such date unless Seller requests a later
date that is within five (5) business days of the date Purchaser
requested.   In all events the parties shall use their reasonable
efforts to select a mutually acceptable Closing date.

      5.     Date of Possession; Risk of Loss.   Purchaser shall
take possession of the Assets at Closing.   Risk of loss of or
damage to the Assets shall be borne by Seller until Closing.  
In the event of substantial material loss or damage to the
Assets, or a portion thereof, prior to Closing, Purchaser may
terminate this Agreement.

      6.     Warranties and Representations of Seller.   Seller hereby
makes the following representations and warranties to Purchaser
which currently are and as of Closing shall be true and correct:

              a.   Title; Condition of Assets.   Seller has good,
clear and marketable title to the Assets, free and clear of all
encumbrances, security interests, liens, charges, or claims of
any kind.   Seller has no actual knowledge of any latent defects
in any of the Assets that a reasonable inspection would not
disclose.   Except for this warranty, the equipment is sold
"AS IS. "

              b.   Claims and Litigation.   There are no actual,
pending or threatened claims or litigation against Seller
relating to the Assets.

      7.     Employees.  

              a.   Purchaser intends to lease from Seller the
services of ___________, _______________ and ________________
as leased employees (the "Leased Employees") for the initial
total amount of $154,475.   This amount is an annual amount and
includes wages and benefits of these employees.   Buyer will pay to
Seller the applicable amounts at the date of Seller's normal
payroll payments to the Leased Employees.   Such amount shall be
subject to increase as a result of ordinary adjustments Seller
makes to each Leased Employee 's compensation and benefits.

              b.   The effective date the Leased Employees shall
commence to provide services to Purchaser shall be on a date
Purchaser determines that is on or after the Closing date and
before July 1, 2006.   The Leased Employees shall continue to be
available for service to Purchaser only so long as Purchaser is
leasing a portion of the premises under the Lease (as that term
is defined in Section 9.a below).

              c.   Seller shall be responsible for and indemnify
and hold Purchaser harmless from and against any amounts payable
to the Leased Employees for their respective wages and all other
compensation and benefits including vacation, sick leave, bonus,
health care coverage and other benefits, except in the event of
Purchaser's failure to make the agreed payments to Seller for the
Leased Employees' services as set forth above.  

              d.   Purchaser shall be responsible at its sole cost
and expense for hiring substitute workers for a Leased Employee
during his or her vacation, sick leave and other paid time off or
unpaid leave to which they are entitled under Seller's employee
policies or otherwise pursuant to applicable law.
             
              e.   Seller shall not terminate the employment of a
Leased Employee without providing prior notice to Purchaser at
least ten (10) business days prior to any such termination.

      8.     Conduct Prior to Closing.   From the date hereof to
Closing, Seller covenants that:

              a.   There shall have been no material change in, and
no material decrease in the book value of, the Assets, either
individually or in the aggregate.

              b.   No debts or liabilities shall have been incurred
which are an encumbrance on the Assets.

      9.     Conditions to Obligation to Close.   Purchaser shall
not be obligated to close this transaction unless, at or prior to
Closing, the following items are either satisfied by Seller or
Purchaser in writing waives such satisfaction:

              a.   Lease.   Purchaser and Seller shall have
negotiated a lease agreement for   a portion of the Premises
(including certain equipment) to be executed at the Closing
(the ""Lease").

              b.   Completion of Due Diligence.   Purchaser shall
have completed, to its sole satisfaction, a due diligence review
and investigation of the Assets.

              c.   Representations and Warranties.   Seller's
representations and warranties in Section 6 shall be and remain
true as of the Closing.

              d.   Consents for Transfers.   Seller shall have
received all requisite consents and approvals of all third parties
required for Seller to transfer the Assets or enter into the Lease.

              e.   No Adverse Change. There shall have been no
material adverse change in the condition of the Assets, other
than reasonable wear and tear.

       Seller shall not be obligated to close this transaction
unless at or prior to Closing Seller has obtained any necessary
consent of Citywide Bank under any applicable loan documents to
the transactions contemplated by this Agreement.

      10.    Indemnity.   Seller shall indemnify and hold Purchaser
harmless from and against: (a) any loss, damage, liability or
expense (including reasonable attorneys' fees) (collectively, a
"Claim"), resulting from any misrepresentation made, or breach of
warranty given or covenant made in this Agreement; and (b) all
Claims related to the Assets which have arisen or may arise as a
result of any act or omission occurring prior to Closing.

      11.    Miscellaneous.

              a.   Entire Agreement.   This Agreement supersedes
all oral statements and representations and contains the parties'
entire agreement with respect to the purchase and sale of the
Assets.   Any modification hereof shall not be effective unless
set forth in writing and signed by all of the parties.

              b.   Governing Law; Venue.   This Agreement shall be
construed and enforced in accordance with the laws of the State of
Colorado.   The parties agree the venue of any legal action between
the parties will be in Denver County, Colorado.

              c.   Attorneys' Fees.   In any legal action brought to
enforce this Agreement, or to obtain an adjudication, declaratory
or otherwise, of rights hereunder or thereunder, the losing party
shall pay to the prevailing party a reasonable attorney's fee and
all other costs and expenses which may be incurred by such
prevailing party.

              d.   Counterparts; Facsimile Signatures.   This
Agreement may be executed in counterparts each of which shall
be deemed an original hereof.   Facsimile copies hereof may be
executed as originals.

[Signature page follows.]

      IN WITNESS WHEREOF, the parties have duly executed this
Agreement effect on the date first above written.


SELLER:

SCOTT'S LIQUID GOLD, INC., a Colorado corporation
By:   /s/ Mark Goldstein
      Mark E. Goldstein, President

PURCHASER:

KELTEC DISPENSING SYSTEMS USA INC., a Delaware corporation


By:    /s/ Quint Kelders
      Quint G.H.J.M. Kelders, President



BILL OF SALE

      For good and valuable consideration, receipt of which is
hereby acknowledged, Scott's Liquid Gold-Inc., a Colorado
corporation ("Seller") hereby sells, transfers, conveys, assigns
and delivers to Keltec Dispensing Systems USA, Inc., a Delaware
corporation ("Purchaser"), and to its successors and assigns, to
have and to hold forever, and Purchaser hereby acquires from
Seller, all of Seller's right, title and interest in and to the
assets of Seller as set forth on Schedule 1 attached hereto
("Assets"):

      Seller hereby warrants to Purchaser and to its successors
and assigns forever that (a) Seller is the true and lawful owner
of the Assets; (b) Seller has good, clear and marketable title to
the Assets; (c) the Assets are free and clear of all title defects
and objections, claims, liens, security interests or other
encumbrances; (d) Seller has the right and all necessary power
and authority to sell the Assets; and (e) Seller will warrant and
defend such title and the sale of the Assets as set forth in the
Asset Purchase and Sale Agreement dated as of March 28, 2006,
between the parties hereto.

      This Bill of Sale is governed by the laws of the State of
Colorado.

DATED:   March 28, 2006.

Scott's Liquid Gold-Inc., a Colorado corporation
By:   /s/ Mark Goldstein
      Title: President & C.E.O.

Signed and delivered in the presence of:



/s/ Quint Kelders
























                        BILL OF SALE

      For good and valuable consideration, receipt of which is
hereby acknowledged, Scott's Liquid Gold-Inc., a Colorado
corporation ("Seller") hereby sells, transfers, conveys, assigns
and delivers to Keltec Dispensing Systems USA, Inc., a Delaware
corporation ("Purchaser"), and to its successors and assigns, to
have and to hold forever, and Purchaser hereby acquires from
Seller, all of Seller's right, title and interest in and to the
assets of Seller as set forth on Schedule 1 attached hereto
("Assets"):

      Seller hereby warrants to Purchaser and to its successors
and assigns forever that (a) Seller is the true and lawful owner
of the Assets; (b) Seller has good, clear and marketable title to
the Assets; (c) the Assets are free and clear of all title defects
and objections, claims, liens, security interests or other
encumbrances; (d) Seller has the right and all necessary power and
authority to sell the Assets; and (e) Seller will warrant and
defend such title and the sale of the Assets as set forth in the
Asset Purchase and Sale Agreement dated as of March 28, 2006,
between the parties hereto.

This Bill of Sale is governed by the laws of the State of Colorado.

DATED:   March 28, 2006.

Scott's Liquid Gold-Inc., a Colorado corporation
By:   /s/ Mark Goldstein
      Title: President & C.E.O.

Signed and delivered in the presence of:



/s/ Quint Kelders





















                                     LEASE
                                      FOR
                         KELTEC DISPENSING SYSTEMS USA, INC.

       THIS LEASE is entered into by Landlord and Tenant as
described in the following Basic Lease Information on the Date
which is set forth for reference only therein.   Landlord and
Tenant agree:

ARTICLE 1

      1.1    Basic Lease Information.   In addition to the terms
which are defined elsewhere in this Lease, the following defined
terms are used in this Lease:

            (a)    DATE: ________________, 2006.

            (b)    LANDLORD:   Scott's Liquid Gold, Inc., a Colorado
                    corporation

            (c)    LANDLORD'S ADDRESS:
                  P.O. Box 39-S
                  Denver, CO   80239-0019
                  Attn:   Mark E. Goldstein

            (d)    TENANT:      Keltec Dispensing Systems USA, Inc.

            (e)    TENANT'S ADDRESS:
                  Keltec Dispensing System USA, Inc.
                  4880 Havana Street
                  Denver, CO   80239
                  Attn:   Quint Kelders

            (f)    BUILDING ADDRESS:
                  4880 Havana Street
                  Denver, CO   80239

            (g)    PREMISES:    The Premises shown on Exhibit A to
this Lease.   The Premises include the Plastic Molding Finish
Floor, two (2) offices above the warehouse and one (1) ground
floor office and conference room, including the Silo and the
overhead crane located in the Building.   The Premises also
include certain rights to use areas of the facility in common
with the Landlord, as provided in Article 11 below.

            (h)    RENTABLE AREA OF THE PREMISES:

                  Approximately 12,050 square feet.

            (i)    TERM:        3 years.


            (j)    COMMENCEMENT DATE:

                  Ten (10) days after a written notice from
the Tenant
                  specifying the Commencement Date, but in no
event later
                  than July 1, 2006.

            (k)    EXPIRATION DATE:

                  Three (3) years after the Commencement Date.

            (l)    MONTHLY RENT:

                  Rent shall equal $9.00 per rentable square foot
                  of the Premises per year for an annual rent of
                  $108,450 or $9037.50 per month.

            (m)    TENANT'S SHARE:

                  20% of the gas bill of Building B and 90% of the
                  electric bill for Building B reviewed periodically
                  based on usage.

1.2    Definitions:

(a)    ADDITIONAL RENT:   Any amounts which this Lease requires
Tenant to pay in addition to Monthly Rent.

(b)    BUILDING:   The building which is located on the Land and of
      which the Premises are a part.

(c)    LAND:   The land on which the Project is located and which is
      described on Exhibit B.

(d)    PROJECT:   The development consisting of the Land and all
      improvements built on the Land including without limitation
      the Building, parking lot, parking structure, walkways,
      driveways, fences, and landscaping.

(e)    RENT:   The Monthly Rent and Additional Rent.

If any other provision of this Lease contradicts any definition of
this Article, the other provision will prevail.

      1.3    Exhibits.   The following addendum and exhibits are
      attached to this Lease and are made part of this Lease:

      EXHIBIT A--The Premises
      EXHIBIT B--Legal Description of the Land
      EXHIBIT C--Rules and Regulations


ARTICLE 2
AGREEMENT

      Landlord leases the Premises to Tenant, and Tenant leases
the Premises from Landlord, according to this Lease.   The duration
of this Lease will be the Term.   The Term will commence on the
Commencement Date, and will expire on the Expiration Date.

ARTICLE 3
DELIVERY OF PREMISES

      3.1    Delivery of Possession.   Landlord will be deemed to
have delivered possession of the Premises to Tenant on the
Commencement Date.   It is agreed that Landlord delivered to Tenant
possession of the Premises AS-IS in its present condition on the
Commencement Date.   Tenant acknowledges that neither Landlord nor
its agents or employees have made any representations or warranties
as to the suitability or fitness of the Premises for the conduct of
Tenant's business or for any other purpose, nor has Landlord or its
agents or employees agreed to undertake any alterations or construct
any tenant improvements to the Premises.

      3.2    Right to Cancel.   Either the Landlord or the Tenant may
terminate this Lease upon six (6) months prior written notice to the
other party.   In the event of such termination, the terminating
party will give the other party written notice of the termination
and pay the Rent and Expenses due hereunder through the Termination
Date.   The Termination Date shall be six (6) months after the date
of delivery of the notice of termination.   In the event of such
termination, each party shall be released from future obligations
under this Lease and the Premises shall be returned to the Landlord
pursuant to the terms of this Lease.

      3.3    Early Entry.   Tenant is permitted entry to the Premises
prior to the Commencement Date for the purpose of painting,
carpeting and installing fixtures or any other purpose permitted
by Landlord.   Such early entry will be at Tenant's sole risk and
subject to all the terms and provisions of this Lease as though
the Commencement Date had occurred, except for the payment of Rent
which will commence on the Commencement Date unless otherwise
agreed by Landlord and Tenant.   All rights of Tenant under this
Section 3.3 will be subject to the requirements of all applicable
building codes, zoning requirements, and federal, state, and local
laws, rules, and regulations, so as not to interfere with
Landlord's compliance with all laws.   Landlord has the right to
impose such additional conditions on Tenant's early entry as
Landlord, in its reasonable discretion, deems appropriate,
including, without limitation, an indemnification of Landlord
and proof of insurance, and will further have the right to require
that Tenant execute an early entry agreement containing such
conditions prior to Tenant's early entry.


ARTICLE 4
MONTHLY RENT

      Throughout the Term of this Lease, Tenant will pay Monthly
Rent to Landlord as rent for the Premises.   Monthly Rent will be
paid in advance on or before the first day of each calendar month
of the Term.   If the Term commences on a day other than the first
day of a calendar month or ends on a day other than the last day
of a calendar month, then Monthly Rent will be appropriately
prorated by Landlord based on the actual number of calendar days
in such month.   If the Term commences on a day other than the
first day of a calendar month, then the prorated Monthly Rent for
such month will be paid on or before the first day of the Term.  
Monthly Rent will be paid to Landlord, without written notice or
demand, and without deduction or offset, in lawful money of the
United States of America at Landlord's Address, or to such other
address as Landlord may from time to time designate in writing.  

ARTICLE 5
UTILITY CHARGES

      5.1    Operating Expenses.

            (a)    In addition to Monthly Rent, beginning on the
Commencement Date, Tenant will pay Tenant's Share of the gas and
electric bill (the "Utility Expenses") paid, payable or incurred
by Landlord in each calendar year or partial calendar year during
the Term.   If Utility Expenses are calculated for a partial
calendar month, the Utility Expenses will be appropriately prorated.

            (b)    As used in this Lease, the term "Utility Expenses"
means all reasonable and necessary gas and electric expenses
incurred by Landlord in the operation, maintenance, repair and
management of the Project, (including Common Area utility costs),
gas and electric and charges to the Building.

      5.2    Invoice.   Landlord will bill Utility Expenses to Tenant
monthly and Tenant will pay the invoice within ten (10) days from
receipt.

      5.3    Utilities.   Tenant shall pay, directly to the appropriate
supplier, the cost of all telephone, cable transmission, and other
utilities and services supplied to the Premises and contracted for
directly by Tenant other than the Utility Expenses.   However, if
any such services or utilities are jointly metered with other space
in the Building or the Project, Landlord shall make a reasonable
determination of Tenant's Share of the cost of such utilities and
services and Tenant shall pay such share to Landlord as Additional
Rent in accordance with the provisions of this Article.

      5.4    Additional Rent.   Amounts payable by Tenant according
to this Article 5 will be payable as Rent, without deduction or
offset.   If Tenant fails to pay any amounts due according to this
Article 5, Landlord will have all the rights and remedies
available to it on account of Tenant's failure to pay Rent.

ARTICLE 6
INSURANCE

      6.1    Landlord's Insurance.   At all times during the Term,
Landlord will carry and maintain:

            (a)    Fire and extended coverage insurance covering the
Project, its equipment and common area furnishings;

            (b)    Bodily injury and property damage insurance; and

            (c)    Such other insurance as Landlord reasonably
determines from time to time.

The insurance coverages and amounts in this Section 6.1 will be
reasonably determined by Landlord, based on coverages carried by
prudent owners of comparable buildings in the vicinity of the Project.

      6.2    Tenant's Insurance.   Tenant shall maintain in full
force and effect during the entire term of this Lease, at its own
cost and expense, the following policies of insurance:

            (a)    Commercial General Liability Insurance and
Umbrella Liability Insurance.   In an amount equal to that currently
maintained by Tenant, but not less than $2,000,000.00 each
occurrence.   If such CGL insurance contains a general aggregate
limit, it shall apply separately to this location.   Said policy
shall provide coverage for bodily injury, property damage and
advertising/personal injury arising from premises, operations,
independent contractors, products-completed operations, and
liability assumed under an insured contract both oral and written.  
Not more frequently than once each three years, if, in the opinion
of Landlord the amount of Commercial General Liability Insurance
coverage at that time is not adequate, Tenant shall increase the
insurance coverage as reasonably required by Landlord not more
than the amount customarily required by landlords for comparable
buildings.

            (b)    Commercial Automobile Insurance and Umbrella
Liability Insurance.   If Tenant operates owned, hired or non-owned
vehicles at the premises, in an amount equal to that currently
maintained by Tenant, but not less than $1,000,000.00 each
accident.   Such insurance shall cover liability arising out of
any auto (including owned, hired and non-owned autos).

            (c)    Worker's Compensation Insurance and Employers'
Liability Insurance.   Worker's Compensation Insurance as required
by law other than the three (3) employees supplied by Landlord and
Employer's Liability Insurance in an amount equal to that currently
maintained by Tenant, but not less than the following:

                  (1)    Bodily Injury by Accident:   $1,000,000.00 each
                        accident

                  (2)    Bodily Injury by Disease:    $1,000,000.00 policy
                        limit; and

                  (3)    Bodily Injury by Disease:    $1,000,000.00 each
                        employee.

            (d)    Commercial Property Insurance.   Covering the
Tenant's Premises including fixtures, inventory, equipment, Tenant
improvements and betterments and all other content of the Premises
and (if any, such as installed by or for Tenant) all mechanical,
plumbing, heating, ventilating, air conditioning, electrical.   The
policy shall, at minimum, cover the perils insured under the ISO
Special Causes of Loss Form   (CP 10 30), but must include coverage
for the following:   vandalism, malicious mischief, sprinkler
leakage.   Such insurance shall be in an amount equal to 100% of
the full replacement cost.   Any coinsurance requirement in the
policy shall be eliminated through the attachment of an agreed
amount endorsement, or as it otherwise appropriate under the
particular policy form.   The proceeds of such insurance, so long
as this Lease remains in effect, shall be used to repair and/or
replace the Premises, and the Leasehold Improvements, fixtures,
glass, equipment, mechanical, plumbing, heating, ventilating, air
conditioning, electrical, telecommunication and other equipment,
systems and facilities so insured.

            (e)    Other.   Any other forms of insurance Landlord
may reasonably require from time to time in form and amounts and
for insurance risks against which a prudent Tenant of comparable
size in a comparable business would protect itself.

      6.3    Forms of Insurance.   All insurance required to be
carried by Tenant hereunder:

            (a)    shall be issued by insurance carriers authorized
to conduct business in the state in which the Premises are located
with an A.M. Best's guide rating of no less than A-VII;

            (b)    shall be written as primary insurance and
non-contributory over any insurance purchased by Landlord;

            (c)    shall contain a provision whereby each insurer
agrees to give Landlord at least fifteen (15) days' prior written
notice of any cancellation;

            (d)    may provide for a deductible so long as the
deductible does not exceed $25,000.00 per occurrence;

            (e)    shall be written on an Occurrence basis, any
policies underwritten as Claims Made will not satisfy the insurance
requirements outlined above in Section 6.2;

            (f)    shall not be modified to reduce the extent of
coverage or limits required herein without the prior written
consent of Landlord.

            (g)    as respects the Commercial General Liability,
Commercial Automobile Liability and Umbrella Liability policies,
Tenant shall ensure that the following are added by endorsement
under the ISO (CG 20 11) or comparable form as additional
insureds to the policies;

                  Owner and Manager, their parent companies,
                  subsidiaries, affiliate companies and
                  partnerships and all of their directors,
                  officers, agents, representatives and employees.

            (h)    evidence of Commercial Property Insurance shall
be provided under the form ACORD 24, and certificates of all other
insurance and appropriate endorsements shall be provided under the
form ACORD 25, said certificates shall be provided to Landlord five
(5) days prior to occupancy and evidence of renewal shall be provided
to Landlord concurrent with the expiry of each policy.

      6.4    Failure to Maintain.   If Tenant shall fail to acquire
and maintain the insurance required pursuant to this Article after
written notice from Landlord and right to cure during the five (5)
days following the delivery of the notice, Landlord may, in
addition to any other rights and remedies available to Landlord,
but shall not be obligated to, acquire such insurance and pay the
premiums therefore, which premiums shall be payable by Tenant to
Landlord immediately upon demand.

      6.5    Blanket Insurance.   Tenant may, at its option, satisfy
its insurance obligations hereunder by policies of so-called
blanket insurance carried by Tenant provided that the same shall,
in all respects, comply with the provision hereof.   In such event,
Tenant shall not be deemed to have complied with its obligation
hereunder, until Tenant shall have obtained and delivered to
Landlord a certificate of insurance with appropriate endorsements,
or upon Landlord's request, a copy of said policy with endorsements.

      6.6    Subrogation.   Landlord and Tenant hereby waive any
recovery of damages against each other (including their employees,
officers, directors, agents, or representatives) for loss of damage
to the building, Tenant Improvements and betterments, fixtures,
equipment, and any other personal property to the extent covered
by commercial property insurance or boiler and machinery insurance
required above.   If the commercial property insurance and boiler
and machinery insurance purchased by Tenant or Landlord as required
above does not expressly allow the insured to waive rights of
subrogation prior to loss, Tenant and Landlord shall cause the
policies to be endorsed with a waiver of subrogation to the extent
described in this Section 6.6.   The cost of the endorsement, if
any, shall be borne exclusively by Tenant and Landlord respectively.

      6.7    Adequacy of Coverage.   Landlord, its agents and
employees, make no representation that the limits of liability
specified to be carried by Tenant pursuant to this Article 6 are
adequate to protect Tenant.   If Tenant believes that any of such
insurance coverage is inadequate, Tenant will obtain such
additional insurance coverage as Tenant deems adequate, at Tenant's
sole expense.

ARTICLE 7
USE

      The Premises will be used solely for the manufacturing,
distribution and sale of plastic products, including sales
offices, showrooms and general business office purposes, and
for no other purpose except as otherwise approved in writing by
Landlord in its sole discretion.   Tenant shall not change the
original concept for the Premises without the prior written
consent of the Landlord.   Tenant will not use or permit the
Premises to be used or occupied for any purpose or in any manner
prohibited by any applicable laws.   Tenant will not commit waste
or suffer or permit waste to be committed in, on, or about the
Premises.   Tenant will conduct its business and control its
employees, agents, and invitees in such a manner as not to create
any nuisance or interfere with, annoy, or unreasonably disturb
any other occupant of the Project or Landlord in its operation at
the Project.

ARTICLE 8
REQUIREMENTS OF LAW, FIRE INSURANCE

      8.1    General.   For the purposes of this Section 8.1,
"Applicable Laws" means all laws, statutes, ordinances and
governmental rules, regulations, or requirements now in force
or in force after the Date, the requirements of any board of fire
underwriters or other similar body constituted now or after the
Date, and any direction or permanent occupancy certificate issued
pursuant to any law by any public officer or officers, as well as
the provisions of all recorded documents affecting the Premises.  
At its sole cost and expense, Tenant will promptly comply with
Applicable Laws insofar as they relate to (a) Tenant's use,
occupancy, or alteration of the Premises; (b) the condition of
the Premises resulting from Tenant's use, occupancy, or alteration
of the Premises; or (c) alterations to the Premises required as a
result of Tenant's status under Applicable Laws.   Tenant will not
be required to comply with Applicable Laws with respect to
structural changes or changes outside the Premises unless related
to (i) Tenant's use or occupancy of the Premises or (ii)
improvements or alterations made by or for Tenant.

      8.2    Hazardous Materials.

            (a)    Landlord will use commercially reasonable efforts
to prevent the manufacture, storage, sale, use, disposal, release,
or discharge of Hazardous Materials on or at the Project in any
manner that violates Environmental Law or which causes there to
be any liability under Environmental Law.  

            (b)    Tenant will not cause, or allow any of Tenant's
employees, agents, customers, visitors, invitees, licensees,
contractors, assignees or subtenants to cause, use or conduct
operations on or at the Premises or the Project or manufacture,
store, sell, use, dispose of, release, or discharge or permit
the manufacture, storage, sale, use, disposal, release, or
discharge of Hazardous Materials on the Project in any manner
which violates Environmental Law or which causes there to be any
liability under Environmental Law.   Tenant will indemnify, defend,
and hold Landlord and its officers, employees, and agents
harmless from any and all claims, suits, judgments, actions,
proceedings, damages, penalties, fines, costs, expenses,
liabilities, or losses (including, without limitation, diminution
in value of the Premises, damages for the loss or restriction on
use of rentable or usable space or of any amenity of the Premises,
damages arising from any adverse impact on marketing of space,
and sums paid in settlement of claims, attorneys' fees, consultant
fees, and expert fees (consultants and experts to be selected by
Landlord) which arise during or after the Lease Term as a result
of contamination by Hazardous Materials due to the negligence or
willful misconduct of Tenant or of Tenant's agents or
contractors.   This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection
with any investigation of site conditions or any cleanup,
remedial, removal, or restoration work required by any federal,
state, or local governmental agency or political subdivision
because of Hazardous Materials present in the soil or groundwater
on or under the Premises.   Without limiting the foregoing, if the
presence of any Hazardous Materials on the Premises or the Project
caused or permitted by the negligence or willful misconduct of
Tenant or its agents or contractors results in any contamination
of the Premises or the Project, Tenant will promptly take all
actions at its sole expense as are necessary to return the Premises
or the Project to the condition existing prior to the release of
any such Hazardous Materials to the Premises or the Project,
provided that Landlord's written approval of such actions will
first be obtained, which approval will not be unreasonably
withheld.   Landlord shall have the right upon reasonable prior
notice to enter the Premises to inspect the Premises for Tenant's
compliance with this Section.   If Landlord has reasonable grounds
to believe that a violation exists, Landlord may retain an
environmental consultant to prepare a Phase II report and to
consult with Landlord at Tenant's expense.   Tenant's obligations
under this Section 8.2(b) will survive the expiration or prior
termination of this Lease.

            (c)    For purposes of this Lease, "Hazardous Materials"
means any explosives, radioactive materials, petroleum products,
hazardous wastes, or hazardous or toxic substances, including,
without limitation, substances defined as "hazardous substances"
or those substances, materials, and wastes listed in the
Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. (s)9601-9657; the Hazardous
Materials Transportation Act of 1975, 49 U.S.C. (s)1801-1812;
the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
(s)6901-6987; the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101); the United States
Environmental Protection Agency Listing (40 CFR Part 302): or
any other federal, state, or local statute, law, ordinance,
code, rule, regulation, order, or decree regulating, relating
to, or imposing liability or standards of conduct concerning
hazardous materials, waste, or substances now or at any time
hereafter in effect (collectively, "Environmental Law").

      8.3    Certain Insurance Risks.   Tenant will not do or permit
to be done any act or thing upon the Premises or the Project which
would (a) jeopardize or be in conflict with fire insurance policies
covering the Project, and fixtures and property in the Project, or
(b) increase the rate of fire insurance applicable to the Project
to an amount higher than it otherwise would be for the present use
of the Project, or (c) subject Landlord to any liability or
responsibility for injury to any person or persons or to property
by reason of any business or operation being carried on upon the
Premises.

ARTICLE 9
ASSIGNMENT AND SUBLETTING

      9.1    General.   Tenant, for itself, its heirs, distributees,
executors, administrators, legal representatives, successors and
assigns, covenants that it will not assign, mortgage or encumber
this Lease, nor sublease, or permit the Premises or any part of
the Premises to be used or occupied by others, without the prior
written consent of Landlord in each instance, which consent may be
withheld by Landlord in its sole discretion.   Any assignment or
sublease in violation of this Article 9 will be void.   If this
Lease is assigned, or if the Premises or any part of the Premises
are subleased or occupied by anyone other than Tenant, Landlord
may, after default by Tenant, collect rent from the assignee,
subtenant or occupant, and apply the net amount collected to
Rent.   No assignment, sublease, occupancy or collection will be
deemed a waiver of the provisions of this Section 9.1, the
acceptance of the assignee, subtenant or occupant as tenant, or
a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant contained in this Lease.   The
consent by Landlord to an assignment or sublease will not be
construed to relieve Tenant from liability under this Lease,
or obtaining Landlord's prior written consent in writing to any
further assignment or sublease.   No permitted subtenant may
assign or encumber its sublease or further sublease all or any
portion of its subleased space, or otherwise permit the subleased
space or any part of its subleased space to be used or occupied
by others, without Landlord's prior written consent in each
instance.

      9.2    Submission of Information.   If Tenant requests
Landlord's consent to a specific assignment or subletting,
Tenant will submit in writing to Landlord (a) the name and
address of the proposed assignee or subtenant; (b) the business
terms of the proposed assignment or sublease; (c) reasonably
satisfactory information as to the nature and character of the
business of the proposed assignee or subtenant, and as to the
nature of its proposed use of the space; (d) banking, financial,
or other credit information reasonably sufficient to enable
Landlord to determine the financial responsibility and character
of the proposed assignee or subtenant; and (e) the proposed form
of assignment or sublease for Landlord's reasonable approval.

      9.3    Payments to Landlord.   If Landlord consents to a
proposed assignment or sublease, then Landlord will have the right
to require Tenant to pay to Landlord a sum equal to (a) an