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                                                                    EXHIBIT 10.5


                                 LEASE AGREEMENT

     THIS LEASE AGREEMENT (the "Lease") is made and entered into as of August
11, 1998, by Petrie Development Corp., a Minnesota corporation ("Landlord" and
CWC Incorporated, a Minnesota corporation ("Tenant").

                                    RECITALS:

     A.   Landlord is the owner of the Project.

     B.   Tenant desires to lease from Landlord and Landlord desires to lease to
Tenant the Premises subject to and in accordance, with the terms and conditions
set forth herein.

                                   AGREEMENTS:

     NOW, THEREFORE, for good, fair and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Landlord and Tenant hereby covenant
and agree as follows as of the Commencement Date:

                                   ARTICLE 1.
                                   DEFINITIONS

     Defined terms utilized in this Lease are set forth on SCHEDULE "1" attached
hereto. As used herein, such terms shall have such meanings to be equally
applicable to both the singular and plural forms of the terms defined.


                                   ARTICLE 2.
                     DEMISE; COMMON AREAS; TERM; LEASE YEAR

     2.1 DEMISE. Subject to the terms and conditions of this Lease, Landlord
leases to Tenant and Tenant hereby leases from Landlord, the Premises. Landlord
reserves unto itself the right to grant easements across, under or through the
Land, which do not materially interfere with Tenant's access to or use of the
Premises. Landlord also reserves unto itself the use of the exterior walls and
the roof and, subject to the provisions of Section 13.19 hereof, the right to
install, maintain, use, repair and replace pipes, ducts, conduits, wires and
appurtenant fixtures existing in or leading through or under the Premises.

     2.2 USE OF COMMON AREAS. Use by Tenant of the Premises shall include the
nonexclusive use, in common with others, of the Common Areas, and such use shall
be subject to the provisions of this Lease.

     2.3 CONTROL OF COMMON AREAS. The Common Areas shall be subject to the
exclusive control and management of Landlord. Landlord shall have the right to
establish,

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modify and enforce the Rules. Landlord shall have the right to alter the Common
Areas and to construct additions to or additional buildings in the Project
resulting in a diminution of Common Areas. Landlord shall have the right to
construct and operate lighting and signs on all the Common Areas and
improvements, to police the same, to change the area and location of parking
areas and other common facilities, to restrict parking by Tenant, its agents and
employees, to close temporarily or permanently the parking areas or facilities,
and to perform other acts in and to the areas and improvements as Landlord may
deem advisable in its sole discretion, provided such actions do not materially
interfere with Tenant's access to or use of the Premises.

     2.4 LEASE TERM. The initial term of this Lease shall be for the Lease Term,
unless terminated sooner pursuant to any of the provisions hereof. The Lease
Term and Tenant's obligation to pay Rent shall commence on the Commencement
Date.

     2.5 LEASE YEAR. The first Lease Year shall begin on the Commencement Date
and shall end on December 31, 1998. The second Lease Year shall begin on January
1, 1999, and each Lease Year thereafter during the Lease Term shall consist of a
full calendar year, provided that if the Lease Term expires on a date other than
December 31, the period of time from January 1 of that calendar year until such
expiration date shall be construed as a Lease Year.

                                   ARTICLE 3.
                             RENT AND OTHER CHARGES

     3.1  BASE RENT. Tenant shall pay in advance as base rent (the "Base Rent")
the monthly amounts set forth in EXHIBIT "B" attached hereto commencing on the
Commencement Date and continuing thereafter on the first day of each subsequent
calendar month. Base Rent for any period during the Lease Term which is less
than one (1) month shall be a pro-rata portion of the applicable monthly
installment.

     3.2  PAYMENT OF IMPOSITIONS.

               (a) Tenant shall deposit with Landlord monthly (as a deposit and
          not a payment) commencing on the Commencement Date and continuing
          thereafter on the first day of each subsequent calendar month an
          amount equal to Tenant's Share of one-twelfth of the annual
          Impositions estimated by Landlord and communicated by Landlord to
          Tenant in writing so that Landlord shall have sufficient funds to pay
          the Impositions on the first day of the month preceding the month in
          which they become due. To the extent within Tenant's control, Tenant
          further agrees to cause all bills, statements or other documents
          relating to Impositions to be sent or mailed directly to Landlord.
          Provided Tenant has deposited sufficient funds with Landlord pursuant
          to this Section 3.2(a), Landlord shall pay, when due, such Impositions
          as may be due out of the funds so deposited with Landlord. If at any
          time and for any reason the funds deposited with Landlord are or will
          be insufficient to pay such Impositions as may then or subsequently be
          due, Landlord

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          shall notify Tenant and Tenant shall deposit an amount equal to such
          deficiency with Landlord within seven (7) days after such notice.
          Notwithstanding the foregoing, nothing contained herein shall cause
          Landlord to be obligated to pay any amounts in excess of the amount of
          funds deposited with Landlord pursuant to this Section 3.2(a). If
          amounts collected by Landlord under this Section 3.2(a) exceed amounts
          necessary in order to pay Impositions, Landlord shall retain such
          excess payments and Tenant shall receive a credit for such excess
          amount toward the next payments due for such Impositions, unless
          within 30 days following any Lease Year Tenant notifies Landlord to
          reimburse Tenant for the amount of such excess, in which event
          Landlord, following receipt of such notice, shall promptly reimburse
          such excess to Tenant. Should Tenant fail to deposit with Landlord
          sums sufficient to pay such Impositions in full at least ten (10) days
          before delinquency thereof Landlord may, at Landlord's election, but
          without any obligation so to do, advance any amounts required to make
          up the deficiency, which advances, if any, shall be treated as
          Additional Rent. Upon expiration of the Lease Term or earlier
          termination of this Lease in accordance with Section 13.28 hereof, the
          sums held by Landlord under this Section 3.2(a) shall be allocated
          between Landlord and Tenant as of such expiration date based upon the
          periods with respect to which such sums are due and payable, and
          Landlord shall be entitled to retain such portion as represents
          amounts due and payable up through such expiration date, and the
          balance shall be returned to Tenant. In the event this Lease is
          terminated due to an Event of Default, all sums held by Landlord under
          this Section 3.2(a) shall be retained by Landlord.

               (b) Subject to the following conditions, Tenant shall have the
          right, at Tenant's sole cost and expense, to contest or object in good
          faith to any Imposition, but such right shall not be deemed or
          construed in any way as relieving, modifying or extending Tenant's
          covenant to pay any such Imposition at the time and in the manner
          provided in this Section 3.2: (i) Tenant has given prior written
          notice to Landlord of Tenant's intent so to contest or object to an
          Imposition; (ii) Tenant shall demonstrate to Landlord's satisfaction
          that the legal proceedings shall operate conclusively to prevent the
          sale of the Project, or any part thereof; (iii) if Tenant has not
          deposited with Landlord all amounts required to be deposited under
          Section 3.2(a) hereof, Tenant shall furnish evidence reasonably
          satisfactory to Landlord of Tenant's ability to pay such Impositions
          which are being contested plus any interest and penalty which may be
          imposed thereon and which could become a lien against the Project or
          any part thereof; (iv) no Default or Event of Default has occurred;
          (v) Tenant covenants and agrees that any increase in Impositions
          resulting from such contest or objection shall be paid by Tenant upon
          demand; and (vi) the Premises comprise 100% of the Improvements.

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               (c) Subject to any Legal Requirement, Landlord shall use all
          reasonable efforts to obtain the benefit of any statute or ordinance
          permitting any real property assessment for public betterments or
          improvements to be paid over the maximum period of time allowed by the
          relevant taxing authority.

     3.3  UTILITIES; OPERATING EXPENSES.

               (a) Tenant shall pay or cause to be paid when due, all charges,
          fees, assessments and related costs for public utility services
          (including, without limitation, gas, water, sewer, electricity, light,
          power, telephone, cable and other communication services and refuse
          and garbage collection) used, rendered or supplied in connection with
          the Premises throughout the Lease Term.

               (b) Tenant shall deposit with Landlord monthly (as a deposit and
          not as a payment) an amount equal to Tenant's Share of one-twelfth of
          the annual Operating Expenses estimated by Landlord and communicated
          by Landlord to Tenant in writing so that Landlord will have sufficient
          funds to pay Operating Expenses on the first day of the month
          preceding the month in which they become due. Provided Tenant has
          deposited sufficient funds with Landlord pursuant to this Section
          3.3(b), Landlord shall pay, when due, Tenant's Share of such Operating
          Expenses as may be due out of the funds so deposited with Landlord. If
          at any time and for any reason the funds deposited with Landlord are
          or will be insufficient to pay such amounts as may then or
          subsequently be due, Landlord shall notify Tenant and Tenant shall
          within seven (7) days after such notice deposit an amount equal to
          such deficiency with Landlord. Notwithstanding the foregoing, nothing
          contained herein shall cause Landlord to be obligated to pay any
          amounts in excess of the amount of funds deposited with Landlord
          pursuant to this Section 3.3(b). If amounts collected by Landlord
          under this Section 3.3(b) exceed amounts necessary in order to pay
          Operating Expenses, Landlord shall retain such excess payments and
          Tenant shall receive a credit for such excess amount toward the next
          payments due for such Operating Expenses, unless within 30 days
          following any Lease Year Tenant notifies Landlord to reimburse Tenant
          for the amount of such excess, in which event Landlord, following
          receipt of such notice, shall promptly reimburse such excess to
          Tenant. Should Tenant fail to deposit with Landlord sums sufficient to
          pay such Operating Expenses in full at least ten (10) days before
          delinquency thereof Landlord may, at Landlord's election, but without
          any obligation so to do, advance any amounts required to make up the
          deficiency, which advances if any, shall be treated as Additional
          Rent. Upon expiration of the Lease Term or earlier termination of this
          Lease in accordance with Section 13.28 hereof, the sums held by
          Landlord under this Section 3.3(b) shall be allocated between Landlord
          and Tenant as of such date based upon the


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          periods with respect to which such sums are incurred, and Landlord
          shall be entitled to retain such portion as represents amounts
          incurred through such date, and the balance shall be returned to
          Tenant. In the event this Lease is terminated due to an Event of
          Default, all sums held by Landlord under this Section 3.3(b) shall be
          retained by Landlord.

               (c) Within one hundred twenty (120) days after the end of each
          Lease Year, Landlord shall provide Tenant with a detailed statement of
          the actual Operating Expenses for the preceding Lease Year, and if
          Tenant has overpaid or underpaid its share of the actual Operating
          Expenses for the preceding Lease Year, Tenant or Landlord shall pay
          the other, as appropriate, the amount of such overpayment or
          underpayment, as the case may be, within thirty (30) days after the
          statement of actual Operating Expenses is delivered.

               (d) After Landlord has provided Tenant with a statement of the
          actual Operating Expenses for any calendar year, Tenant, at its
          expense, shall have the right for a period of 180 days after receipt
          of such statement, to audit Landlord's books and records relating to
          the actual Operating Expenses for the period covered by such
          statement. If Tenant fails to exercise its audit rights within said
          180 day period, Landlord's statement of actual Operating Expenses
          shall be deemed binding on Tenant. Any such audit shall be concluded
          by Tenant within 60 days following the commencement thereof. If any
          audit shall prove that Tenant has overpaid its share of Operating
          Expenses, the amount of such overpayment shall be promptly refunded to
          Tenant. Tenant shall bear the costs of any audit conducted for or by
          it. Tenant may not request such an audit more than once for any Lease
          Year. If such audit determines that Landlord has overstated Operating
          Expenses by more than 3%, Landlord agrees to pay the costs of Tenant's
          audit.

     3.4 SALES TAXES. Tenant shall also pay directly or reimburse to Landlord,
upon demand, for the full amount of any and all taxes, assessments, fees and
other governmental charges, general and special, ordinary or extraordinary, of
every kind and nature whatsoever (other than Landlord's income taxes), levied,
assessed, imposed or otherwise payable with respect to Base Rent or Additional
Rent. The provisions of this Section shall survive the expiration of the Lease
Term or the earlier termination hereof.

     3.5 PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency, any and
all taxes levied or assessed during the Lease Term upon Tenant's personal
property. In the event any or all of the personal property shall be assessed and
taxed with the real property, Tenant shall pay to Landlord such taxes within
thirty (30) days after written notice from Landlord setting forth the amount of
such taxes applicable to personal property together with a copy of the tax bill
and other evidence documenting that such tax is properly payable by Tenant.

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     3.6 LOCATION OF PAYMENTS. Tenant shall for the entire Lease Term pay Rent
to Landlord as herein provided at the address for Landlord set forth in Section
13.8 hereof or at such other place as Landlord may from time to time in writing
designate.

     3.7 NO SETOFF. All amounts due by Tenant to Landlord hereunder, including
Base Rent and Additional Rent, shall be paid without any setoff, counterclaim or
deduction whatsoever or any prior demand. The covenant to pay Rent, whether Base
Rent or Additional Rent, is hereby declared to be an independent covenant on the
part of Tenant to be kept and performed and no act or circumstance whatsoever
shall release, relieve or otherwise excuse Tenant of the obligation to pay Rent.

                                   ARTICLE 4.
                            ALTERATIONS AND ADDITIONS

     4.1  ALTERATIONS.

               (a) Tenant will not make or allow to be made any alterations,
          additions or deletions in or to the Premises without the prior written
          consent of Landlord, which consent shall not be unreasonably withheld
          by Landlord, except as set forth in Section 4.1(b) hereof. Such
          alterations, physical additions, or improvements shall become part of
          the Premises and the property of the Landlord.

               (b) Tenant may, at its sole cost and expense, make alterations or
          additions to the Premises without Landlord's prior consent, provided
          (i) such alterations or additions do not affect the structural
          integrity of the Improvements comprising the Premises, adversely
          affect any of the mechanical or electrical systems of the Improvements
          comprising the Premises, or alter in any way the intended or current
          use of the Premises; (ii) the cost of any such alteration or addition
          does not exceed $50,000 in any one instance or $100,000 in any single
          Lease Year; (iii) such alterations or additions are performed by duly
          licensed and qualified contractors in accordance with all Legal
          Requirements and in a good and workmanlike manner; (iv) such
          alterations or additions are completed prior to the expiration of the
          Lease Term; (v) such alterations or improvements do not reduce the
          value of the Project or the Premises; (vi) such alterations and
          improvements are made pursuant to plans and specifications delivered
          to Landlord in advance; (vii) no Default or Event of Default has
          occurred and is continuing, and (viii) no such alteration or addition
          is made or commenced within the last twelve (12) months of the Lease
          Term.

     4.2  CONSTRUCTION LIENS. Tenant shall pay when due, and indemnify, protect,
defend and hold Landlord harmless from, all claims for labor or materials
furnished or alleged to have been furnished to Tenant for use in the Premises,
which claims are or may be secured by any lien against the Premises or any
interest therein in accordance with applicable law. Tenant shall not permit any
liens to be filed against the Premises or any


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interest therein and shall immediately obtain a release from any lien so filed
or remove the same by bond in form and content satisfactory to Landlord. Nothing
in the Lease shall be construed in any way as constituting the consent or
request of Landlord to any contractor, subcontractor, laborer, or materialman
for the performance of any labor or the furnishing of any materials for any
alteration, addition, improvement or repair to the Premises, nor as giving
Tenant any right, power or authority to contract for or permit the rendering of
services or the furnishing of materials that would give rise to the filing of a
lien against the Premises.

     4.3 REMOVAL OF IMPROVEMENTS. All alterations, additions and other
improvements by Tenant shall become the property of Landlord and shall not be
removed from the Premises, unless request is made by Landlord to Tenant to
remove those alterations, additions and other improvements which were made
without Landlord's approval where such approval was required under this Lease.
All moveable trade fixtures, furniture, furnishings and signs installed in the
Premises by Tenant and paid for by Tenant, shall remain the property of Tenant
and may be removed upon the expiration of the term of this Lease; provided that
any of such items as are affixed to the Premises and require severance may be
removed only if Tenant repairs any damage caused by such removal and that Tenant
shall otherwise comply with all of the terms, conditions and covenants to be
performed by Tenant under this Lease with respect to such removal. If Tenant
fails to remove such items from the Premises by the expiration of the Lease Term
or earlier termination of this Lease, all such trade fixtures, furniture,
furnishings and signs shall become the property of Landlord, unless Landlord
elects to require their removal, in which case Tenant shall, at its sole cost
and expense, promptly remove the same and restore the Premises to its condition
on the date of this Lease. The covenants contained in this Section shall survive
the expiration of the Lease Term or earlier termination hereof.

     4.4 SIGNS. Tenant covenants and agrees that it shall not, without the prior
written consent of Landlord, paint, erect or install any signs, lettering or
placards or make any additions, alterations or changes to the exterior of the
Premises. Landlord hereby consents to all signs identifying Tenant and currently
located on the Premises. Upon expiration of the Lease Term, the earlier
termination of the Lease, a Put Date or a Recapture Date, Tenant shall at the
request of Landlord remove such signs and shall promptly restore the surfaces to
which the signs were affixed to their former condition, except with regard to
the Put Premises or Recapture Premises, and any awnings on the Building. The
obligation set forth in the preceding sentence shall survive the expiration of
the Lease Term or the earlier termination hereof.

                                   ARTICLE 5.
                             REPAIRS AND MAINTENANCE

     5.1  LANDLORD'S OBLIGATIONS. From and after the earlier to occur of a Put
Date or a Recapture Date, Landlord shall:

               (a) maintain, repair and replace as needed all heating,
          ventilating, air conditioning, mechanical, electrical and plumbing
          systems, facilities and equipment which are located in or serve the
          Premises;

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               (b) replace Project standard fluorescent electric lamps and
          ballasts used in the Premises;

               (c) furnish Tenant: (i) hot and cold water, at those points of
          supply provided for general use of tenants; (ii) heat and refrigerated
          air conditioning in season at such times as Landlord normally
          furnishes these services to all tenants of the Project, and at such
          temperatures and in such amounts as are in accordance with any
          applicable statutes, rules or regulations and are considered to be
          standard, including the standard for computer rooms, such service at
          other times and on Saturdays, Sundays, and holidays ("Additional
          Service") to be made available from Landlord (Landlord hereby reserves
          the right to charge Tenant for any such Additional Service requested
          by Tenant at Landlord's cost). If any repairs are needed to the
          heating, air conditioning and ventilation system servicing Tenant's
          system network room, Landlord hereby agrees that Tenant may contact
          Landlord's service provider directly for such service and Landlord
          shall pay the cost thereof; (iii) janitor service to the Premises on
          weekdays other than holidays; and (iv) such window washing as may from
          time to time in the Landlord's judgment be reasonably required;

               (d) operate, maintain, repair and replace the Common Areas in a
          clean, safe and sanitary condition and state of repair in accordance
          with all Legal Requirements; and

               (e) keep the parking lot, driveways and sidewalks within the
          Common Areas free from snow, ice and debris.

     Failure to any extent to furnish, or any stoppage or interruption of these
     defined services, shall not render Landlord liable in any respect for
     damages to any person, property, or business, nor be construed as an
     eviction of Tenant or work an abatement of Rent, nor relieve Tenant from
     fulfillment of any covenant or agreement hereof unless caused by the
     negligent or intentional acts or omission of Landlord. Should any equipment
     or machinery furnished by Landlord cease to function properly, Landlord
     shall use reasonable diligence to repair the same promptly upon receipt of
     notice of the same, but Tenant shall have no claim for an abatement of Rent
     or damages on account of any interruptions in service occasioned thereby or
     resulting therefrom unless caused by the negligent or intentional acts or
     omissions of Landlord. Whenever heat generating machines or equipment are
     used by Tenant in the Premises which disproportionately affect the
     temperature otherwise maintained by the air conditioning equipment,
     Landlord reserves the right to install supplementary air conditioning units
     in the Premises (or for the use of the Premises) and the reasonable expense
     of such purchase, installation, maintenance, operation and repair shall be
     paid by Tenant upon 15 days prior notice as Additional Rent

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     5.2 TENANT'S OBLIGATIONS. Except to the extent Landlord is specifically
responsible therefor under Section 5.1 hereof, Tenant is solely responsible for
causing the Premises to be kept in a clean, safe, sanitary and first class
condition and state of repair in accordance with all Legal Requirements required
as a result solely of Tenant's specific use. As used in this Section, the term
"repairs" shall include replacements and other improvements as are necessary to
maintain the Premises as is required under this Lease. If Landlord is required
to make repairs by reason of Tenant's acts or omissions or those of Tenant's
employees, agents, invitees, licensees or contractors, Landlord shall have the
right, but shall not be obligated, to make such repairs or replacements on
behalf of and for the account of Tenant. In such event, such work shall be paid
for in full by Tenant as Additional Rent. Notwithstanding any provision in this
Lease to the contrary, throughout the term of this Lease, Landlord shall be
responsible for any and all necessary major repairs (major is defined as cost of
$10,000.00 or more in the aggregate for one project or series of projects) or
replacements of the roof, or any other components or systems of the Project
and/or parking lot, driveways and landscaping, including but not limited to
repaving of the parking lot, replacement of HVAC systems or roof. To the extent
allowed under Section 3.3 hereof, Landlord may charge Tenant a portion of such
costs, as amortized over the useful life of the improvement or replacement as
Operating Expenses, but only to the extent allowed under Section 3.3 hereof.
Notwithstanding any provision in this Lease to the contrary, throughout the term
of this Lease, all repairs, replacements and improvements to the structural
components of the Project and all improvements to the Project shall be made by
Landlord, at Landlord's sole cost and expense and not be charged to Tenant.

     5.3 SURRENDER. On the last day of the Lease Term, or on any sooner
termination of this Lease, Tenant shall surrender the Premises in the same
condition as the Premises existed on the Commencement Date, ordinary wear and
tear and damage by an Insured Casualty excepted, with such additions,
replacements, betterments, alterations and improvements thereto as permitted or
required hereunder, broom clean, and shall surrender all keys and access cards,
to Landlord in the condition required to be maintained by Tenant under this
Lease. The covenants contained in this Section shall survive the expiration of
the Lease Term or earlier termination hereof.

     5.4 RIGHT OF ENTRY. Landlord and its authorized representatives shall have
the right to enter the Premises (a) upon at least 48 hours prior written notice
to Tenant at all reasonable times to inspect the Project or to show the Premises
to prospective lenders, purchasers or tenants, provided any such entry is done
in a manner such as to avoid interference with the operation of the Premises,
and, (b) in the event of the existence of an Event of Default hereunder, to
conduct testing and to make repairs, alterations, improvements or additions as
Landlord may reasonably deem necessary, including those to be performed by
Tenant, without the same constituting an eviction of Tenant in whole or in part,
and Rent shall not abate as a result of such entry. Nothing herein shall imply
any duty upon the part of Landlord to conduct any test or do any work which the
Tenant may be required to perform under this Lease, and the performance thereof
by Landlord shall not constitute a waiver of Tenant's default in failing to
perform it. If Tenant is not present to permit entry into the Premises, Landlord
may, in case of emergency, enter by master key.


<PAGE>   10

Landlord may place upon the Premises "For Rent" signs and notices, specifying
the portion of the Building that is for rent.

                                   ARTICLE 6.
                              HAZARDOUS SUBSTANCES

     6.1 NO HAZARDOUS SUBSTANCES. Tenant shall not bring into or permit the
existence of any Hazardous Substance on the Premises other than as permitted by
applicable Environmental Regulations. If Tenant discovers the presence of any
Hazardous Substance on or in the Premises which is in violation of any
Environmental Regulation, Tenant shall promptly give Landlord notice thereof. If
during Tenant's occupancy or at any time throughout the Lease Term the existence
of a Hazardous Substance in violation of any Environmental Regulation exists
within the Premises or, as a result of any action or inaction by Tenant, within
the Project, (a) Tenant shall remove such Hazardous Substance and dispose of it
as required by any and all applicable Environmental Regulations, or (b)
Landlord, if it is advised to remove such Hazardous Substance itself to protect
or minimize against any liability to Landlord as a result of the presence of any
Hazardous Substance by no less than five (5) days' notice to Tenant, may elect
to remove any Hazardous Substance and dispose of it as required by any
Environmental Regulation, in which case Tenant shall pay the entire cost of such
disposal within ten (10) days after receipt of a statement for such cost by
Landlord, such amount to be treated as Additional Rent. If any Governmental
Authority shall require any remedial action or other response with respect to
the Project as the result of any Hazardous Substance brought into or permitted
by Tenant on or in the Project, Tenant shall notify Landlord of such action or
response and shall, with the prior written approval of Landlord, be responsible
for satisfying the requirements of the applicable Governmental Authority.

     6.2 TENANT INDEMNITY. Tenant shall indemnify, defend (with counsel
satisfactory to Landlord), protect and hold Landlord and its members, managers,
officers, employees and agents harmless from and against any and all claims,
causes of action, damages, penalties, costs and expenses (including attorneys'
fees, consultant fees and related expenses) which may be asserted against or
incurred by Landlord and its members, managers, officers, employees and agents,
or any of them, resulting from the failure by Tenant to fulfill its obligations
under Section 6.1 hereof or resulting from the presence of Hazardous Substances
within the Premises or, as a result of any action or inaction by Tenant, within
the Project. Tenant's duty to indemnify, defend, protect and hold harmless
includes, but is not limited to, proceedings or actions commenced by any
Governmental Authority.

     6.3 SURVIVAL. The foregoing covenants and indemnifications shall be deemed
continuing covenants and indemnifications for the benefit of Landlord and its
successors and assigns and shall survive the expiration of the Lease Term or
earlier termination of this Lease.

<PAGE>   11

                                   ARTICLE 7.
                               COVENANTS OF TENANT

     7.1  USE OF PREMISES. Tenant covenants and agrees that from and after the
Commencement Date, it shall use and occupy the Premises solely for the purpose
of the Permitted Use and for no other purpose.

     7.2  CONTINUING COVENANTS. Tenant covenants and agrees with Landlord to:

               (a) maintain the Premises in a good condition and state of
          repair;

               (b) promptly make all of repairs, renewals, replacements and
          additions, to the Premises which may be necessary, required under any
          Legal Requirement or otherwise required under the terms of this Lease;

               (c) not commit or suffer waste with respect to the Premises;

               (d) not remove, demolish or in any respect alter any of the
          Improvements comprising the Premises, provided that Tenant may make
          alterations in accordance with Section 4.1 hereof;

               (e) subject to any Legal Requirement, not make, install or permit
          to be made or installed, any alterations or additions to the Premises
          if doing so will violate the terms and conditions of this Lease unless
          approved by Landlord in writing;

               (f) not make, suffer or permit any nuisance to exist on the
          Premises;

               (g) keep the Premises neat and clean at all times and to keep any
          refuse in proper containers out of sight until the same is removed;

               (h) neither do nor suffer anything to be done or kept in or about
          the Premises which contravenes Landlord's insurance policies or
          increases the premiums therefor;

               (i) promptly comply with, or cause to be complied with, and
          conform to all Legal Requirements with regard to Tenant's specific use
          solely; and

               (j) from and after the earlier of a Put Date or a Recapture Date,
          comply with all of the Rules.

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                                   ARTICLE 8.
                            INSURANCE AND INDEMNITIES

     8.1 INSURANCE COVERAGES.

               (a) Landlord shall obtain beginning on the Commencement Date and
          shall maintain throughout the Lease Term, as an Operating Expense, the
          following insurance coverages:

                    (i)  A policy of commercial general liability insurance
                         (including "Insurance Service Office" (ISO) forms and
                         endorsements or their equivalent) to insure against
                         injury to property, person or loss of life arising out
                         of the ownership, use, occupancy or maintenance of the
                         Project with limits of general liability not less than
                         $10,000,000 for death and/or bodily injury, personal
                         injury, advertising injury and property damage. The
                         policy shall contain supplemental endorsements covering
                         contractual liability as provided in an ISO liability
                         policy under the definition of insured contract.

                    (ii) A policy providing commercial property insurance on the
                         entire Project for the full replacement cost of the
                         Project. An "Agreed Amount Clause" waiving the
                         coinsurance clause must be included, as well as flood
                         and earthquake coverage, to the extent available, at
                         limits equal to the maximum foreseeable loss at the
                         location of the Premises. Coverage must also include an
                         "Ordinances or Law Regulations" insuring agreement
                         governing the construction, use or repair of property.
                         Such coverage must include the expense of tearing down
                         any property, including the cost of removing its
                         debris. Increased cost of construction coverage must
                         also be included.

               (b) Tenant shall obtain, at Tenant's expense, beginning on the
          Commencement Date and shall maintain through the Lease Term, the
          following insurance coverages:

                    (i)  A policy of commercial general liability insurance
                         (including "Insurance Service Office" (ISO) forms and
                         endorsements or their equivalent) naming Landlord,
                         Tenant and any other party designated by Landlord as an
                         additional insured, to insure against injury to
                         property, person or loss of life arising out of the
                         ownership, use, occupancy or maintenance of the

<PAGE>   13


                         Premises with limits of general liability not less than
                         $ 10,000,000 for death and/or bodily injury, personal
                         injury, advertising injury and property damage. The
                         policy shall contain supplemental endorsements covering
                         contractual liability as provided in an ISO liability
                         policy under the definition of insured contract.

                    (ii) A policy providing commercial property insurance
                         containing the insuring agreement "Cause of
                         Loss-Special Form" or its equivalent, together with
                         such endorsements as may be deemed advisable by
                         Landlord to insure the Improvements comprising the
                         Premises, Tenant's leasehold improvements, merchandise,
                         trade fixtures, furnishings, equipment and personal
                         property. Such policy shall provide coverage in an
                         amount not less than the full replacement cost of the
                         Improvements comprising the Premises. An "Agreed Amount
                         Clause" waiving the coinsurance clause must be
                         included, as well as flood and earthquake coverage, to
                         the extent available, at limits equal to the maximum
                         foreseeable loss at the location of the Premises.
                         Coverage must also include an "Ordinances or Law
                         Regulations" insuring agreement governing the
                         construction, use or repair of property. Such coverage
                         must include the expense of tearing down any property,
                         including the cost of removing its debris. Increased
                         cost of construction coverage must also be included.

                   (iii) A policy of workers' compensation insurance must be
                         provided that insures the benefits required by the
                         State law and includes coverage B Employer's Liability.
                         The Employer's liability limits must be:

                         Bodily Injury By Accident - $1,000,000 Each Accident
                         Bodily Injury By Disease - $1,000,000 Policy Limit
                         Bodily Injury By Disease - $1,000,000 Each Employee

          Landlord does not, by requiring such insurance or by any other act or
          event, assume or undertake liability for any work-related injuries or
          death to Tenant or Tenant's employees.

                    (iv) If Tenant commits or permits any activity or the
                         placing or operation of any equipment on or about the
                         Premises creating unusual hazards, Tenant shall
                         promptly upon notice or demand from Landlord,

<PAGE>   14


                         procure and maintain in force, during such activity or
                         operation, insurance sufficient to cover the risks
                         created thereby. Landlord's demand for unusual hazard
                         insurance shall not constitute a waiver of any right
                         Landlord may have to demand the removal or cessation of
                         such activity or operation.

                    (v)  A policy of business interruption insurance with an
                         "Extra Expense" insuring agreement naming Landlord and
                         any other party designated by Landlord as an additional
                         insured providing coverage of not less than twelve (12)
                         months of Rent and other business income. Such policy
                         must include an endorsement providing an extended
                         period of indemnity for 180 days.

                    (vi) All other insurance, if any, customarily maintained by
                         businesses of like type, or required by any Legal
                         Requirement to be carried or maintained by Tenant.

     8.2 INSURANCE POLICIES. Insurance required under Section 8.1 shall be
written by companies duly qualified to do business in the State and shall be
satisfactory in all respects to Landlord and the holder of any mortgage against
the Project. The companies providing such insurance shall deliver to Tenant and
Landlord copies of such policies or certificates evidencing the existence and
amount of such insurance with loss payable clauses satisfactory to Landlord,
including, specifically, the holder of the first mortgage on the Project as a
loss payee. No such policy shall be cancelable or subject to reduction of
coverage or modification except after thirty (30) days prior written notice to
Landlord and such other persons designated by Landlord. At least ten (10) days
prior to the expiration of such policies, Landlord may order such insurance and
charge the cost to Tenant as Additional Rent. Tenant shall not do or permit
anything to be done which will invalidate the insurance policies furnished
pursuant to Section 8.1 or otherwise by Landlord and shall comply with all
requirements imposed by such insurers, unless such compliance is expressly
waived in writing by Landlord. Landlord may from time to time reasonably require
that the policy limits of any or all such insurance be increased to reflect the
effects of inflation and changes in normal commercial insurance practices.
Landlord agrees that Tenant may carry the above-described insurance in the form
of a blanket policy covering the Premises and other properties.

     8.3 EXEMPTION OF LANDLORD FROM LIABILITY. Tenant hereby agrees that
Landlord shall not be liable and Tenant hereby waives all claims against
Landlord for injury to Tenant's business or any loss of income or other
consequential damages or for damage to the inventory, fixtures, furnishings,
improvements or other property of Tenant, Tenant's employees, invitees,
customers, sublessees, agents, occupants, contractors, or injury to the person
of Tenant, Tenant's employees, agents, contractors, occupants, invitees,
customers, sublessees, or any other person in or about the Premises, whether
such damage or injury is caused by or results from fire, steam, electricity,
gas, water or rain, or from the breakage,


<PAGE>   15

leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air-conditioning or lighting fixtures, or from any other cause
whatsoever, whether said damage or injury results from conditions arising upon
the Premises, or from other sources or places, and regardless of whether the
cause of such damage or injury or the means of repairing the same is
inaccessible to Tenant unless caused by the negligent or intentional acts or
omissions of Landlord. Landlord shall not be liable to Tenant for any damages
arising from any act or neglect of any other tenant of the Project.

     8.4 INDEMNIFICATION. Tenant shall indemnify, defend, protect and hold
harmless Landlord from and against any and all claims arising from Tenant's use
of the Premises, or from the conduct of Tenant's business or from any activity,
work or things done, permitted or suffered by Tenant in or about the Premises or
elsewhere unless caused by the negligent or intentional acts or omissions of
Landlord, and shall further indemnify, defend, protect and hold harmless
Landlord from and against any and all claims arising from any breach or default
in the performance of any obligation on Tenant's part to be performed under the
terms of this Lease, or arising from any negligence of the Tenant, or any of
Tenant's sublessees, agents, customers, invitees, contractors, occupants, or
employees, and from and against all costs, attorneys' fees, expenses and
liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant, upon notice from Landlord,
shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord. Tenant, as a material part of the consideration to Landlord, hereby
assumes all risk of damage to property or injury to persons, in, upon or about
the Premises, and Tenant hereby waives all claims in respect thereof against
Landlord unless caused by the negligent or intentional acts or omissions of
Landlord. The provisions of this Section shall survive expiration of the Lease
Term or the earlier termination hereof

     8.5 MUTUAL WAIVER OF SUBROGATION. Nothing in this Lease shall be construed
so as to authorize or permit any insurer of Landlord or Tenant to be subrogated
to any right of Landlord or Tenant against the other party arising under this
Lease. Landlord and Tenant each hereby release the other to the extent of any
loss required to be insured against by either of the parties under the terms of
this Lease, whether or not such insurance has actually been secured, to the
extent such loss is insurable, whether or not such insurance has actually been
secured, even if such incidents shall be brought about by the fault or
negligence of either party or persons for whose acts or negligence the other
party is responsible. Landlord and Tenant shall, to the extent permitted by
their respective insurers, each obtain appropriate waivers of subrogation from
their respective insurance carriers giving effect to this Section.

                                   ARTICLE 9.
                              DAMAGE OR DESTRUCTION

     In the event (a) the Improvements are damaged by fire, explosion or other
casualty insured under the fire and extended coverage insurance policy required
hereunder (an "INSURED CASUALTY") to the extent of fifty percent (50%) or more
of the insurable value thereof immediately preceding the casualty, (b) the
Improvements are damaged by a casualty or occurrence other than an Insured
Casualty, (c) such damage occurs at anytime


<PAGE>   16


within the last twelve (12) months of the Lease Term, or (d) the Premises or any
portion thereof is damaged by fire, explosion or other casualty and the Premises
cannot be repaired, rebuilt or restored to substantially the same condition,
under any Legal Requirement or other governmental order or under any other
agreement to which the Premises is subject (a "PROHIBITED CASUALTY"), then in
such event Landlord may terminate this Lease by giving Tenant written notice of
termination within thirty (30) days after the happening of the event causing the
damage. In the event the damage is not extensive enough to give rise to
Landlord's option to terminate this Lease, a Prohibited Casualty has not
occurred, or Landlord does not elect to terminate this Lease, Landlord shall
promptly and with all due diligence repair and replace the damage to the
Improvements to the condition that existed immediately preceding such fire,
explosion or other casualty. Upon completion of such repairs and replacements by
Landlord, Tenant shall promptly repair or replace all portions of the Premises
not repaired or replaced by Landlord to the condition existing immediately
preceding such fire, explosion or other casualty. All work by Tenant shall
comply with the requirements and limitations imposed by Landlord. During any
period of reconstruction or repair of the Premises, Tenant shall operate its
business in the Premises to the extent practicable. Base Rent shall be abated
during the period of such repair and restoration to the extent the Premises is
not tenantable. If such damage or destruction cannot be repaired or completed
within one year after the date such damage or destruction occurred, Tenant shall
have the right to terminate this Lease by giving notice to Landlord.

                                  ARTICLE 10.
                                  CONDEMNATION

     10.1 TAKING OF WHOLE. In the event (a) the whole of the Premises shall be
taken or condemned for a public or quasi-public use or purpose by a competent
authority or sold by Landlord in lieu thereof, (b) such a portion of the
Premises shall be taken, condemned or sold in lieu thereof so that the balance
cannot be used for the same purpose and with substantially the same utility to
Tenant as immediately prior to such taking, or (c) the Premises or any portion
thereof shall be taken or condemned for a public or quasi-public use or purpose
by a competent authority or sold by Landlord in lieu thereof and Landlord is
unable to repair, rebuild or restore the same under the terms of any agreement
to which it is a party, or under any Legal Requirement or other governmental
order to which Landlord or the Premises is subject (a "PROHIBITED TAKING"), this
Lease shall terminate upon delivery of possession to the condemning authority or
its assignee, and, subject to the provisions of Section 10.3 hereof, any award,
compensation or damage (the "AWARD") shall be paid to and be the sole property
of Landlord whether the Award shall be made as compensation for diminution of
the value of the leasehold estate or the fee of the Land or otherwise, and
Tenant hereby assigns to Landlord all of Tenant's right, title and interest in
and to any and all of the Award. Tenant shall have no claim against Landlord by
reason of such taking or termination and, subject to the provisions of Section
10.3 hereof, shall not have any claim or right to any portion of the Award to be
paid to Landlord. Tenant shall continue to pay Rent and other charges hereunder
until the Lease is terminated.

     10.2 PARTIAL TAKING. In the event (a) only a part of the Premises is taken
or condemned but the Premises or the part remaining can still be used for the
same purpose

<PAGE>   17


and with substantially the same utility to Tenant as immediately prior to such
taking, or (b) a Prohibited Taking has not occurred, this Lease shall not
terminate and Landlord shall repair and restore the remaining Improvements
comprising the Premises provided the cost and expense of such repair and
restoration does not exceed the amount of the Award. If the cost of such repair
and restoration exceeds the amount of the Award, Landlord may terminate this
Lease by giving Tenant written notice of termination to Tenant within thirty
(30) days of the delivery of possession to the condemning authority. If Landlord
is obligated to repair and restore the remaining Improvements comprising the
Premises, as herein provided, there shall be no abatement or reduction in any
Rent or other charges payable by Tenant under this Lease because of such taking
or condemnation, provided however that all Rent payable or other charges
hereunder shall be abated during the period of such repair and restoration to
the extent the Premises is not tenantable.

     10.3 TENANT'S AWARD. Subject to the rights of Landlord's lenders,
termination of this Lease because of condemnation shall be without prejudice to
the rights of either Landlord or Tenant to recover from the condemning authority
compensation and damages for the injury and loss sustained by them as a result
of the taking, and Tenant shall have the right to make a claim against the
condemning authority for the unamortized value of Tenant's leasehold
improvements; interruption or dislocation of business in the Premises; loss of
good will and for moving and remodeling expenses. Tenant shall not have the
right to make a claim for diminution in value of Tenant's leasehold estate. If
this Lease is terminated as a result of a condemnation, Tenant shall, subject to
the rights of Landlord's lenders, make a separate claim to the condemning
authority for the above-mentioned items. If the condemning authority refuses to
allocate the award between Landlord's and Tenant's claims for damages and
instead grants a single, lump sum award to Landlord, Landlord and Tenant shall
use reasonable, good-faith efforts to determine that portion of the award which
is attributable to Tenant's leasehold improvements (but only the extent such
leasehold improvements were paid for by Tenant).

                                  ARTICLE 11.
                               DEFAULTS; REMEDIES

     11.1 DEFAULTS. The occurrence of any one or more of the following events
shall constitute a default and breach of this Lease by Tenant and each such
event shall be referred to herein as an "EVENT OF DEFAULT":

               (a) The failure of Tenant to make any payment of Rent or any
          other payment required to be made by Tenant under this Lease, within
          ten (10) days after written notice from Landlord, provided that
          Landlord shall not be required to provide written notice of such
          non-payment more than twice in any Lease Year.

               (b) The failure by Tenant to observe or perform any of the terms,
          covenants or conditions of this Lease to be observed or performed by
          Tenant (other than those described in Sections 11.1(a), (c), (d) or
          (e) hereof) where such failure shall continue for a period of thirty
          (30) days after written notice thereof from Landlord to Tenant;
          provided,

<PAGE>   18


          however, that if the nature of such default is such that more than 30
          days are required for its cure, then Landlord shall not be in default
          if Tenant commences performance within said 30 day period and
          thereafter diligently prosecutes the same to completion within 90 days
          after such notice.

               (c) (i) The making by Tenant or any entity holding a controlling
          interest in Tenant of any general assignment, or general arrangement
          for the benefit of creditors; (ii) the filing by or against Tenant or
          any entity holding a controlling interest in Tenant of a petition to
          have Tenant or such controlling entity adjudged a bankrupt or a
          petition for reorganization or arrangement under any law relating to
          bankruptcy (unless, in the case of a petition filed against Tenant or
          such controlling entity, the same is dismissed within sixty (60)
          days); (iii) the appointment of a trustee or receiver to take
          possession of substantially all of Tenant's assets located at the
          Premises or of Tenant's interest in this Lease, where possession is
          not restored to Tenant within sixty (60) days; or (iv) the attachment,
          execution or other judicial seizure of substantially all of Tenant's
          assets located at the Premises or of Tenant's interest in this Lease
          or in the Premises, where such seizure is not discharged within sixty
          (60) days.

               (d) An assignment shall occur in violation of Article 12 hereof.

     11.2 LANDLORD'S REMEDIES. Upon the occurrence of an Event of Default,
Landlord shall have the following remedies, in addition to all other rights and
remedies provided by law or equity, or elsewhere in this Lease or in any other
agreement related to this Lease, to which Landlord may resort cumulatively or in
the alternative:

               (a) Landlord may, at Landlord's election, terminate this Lease
          upon the delivery of written notice of such termination to Tenant. On
          the delivery of such notice, all Tenant's rights in the Premises and
          the Project, in all improvements located at the Premises, to revenues
          from the Premises, and to amounts which may otherwise be due from
          Landlord to Tenant under this Lease, shall terminate. Promptly after
          notice of termination, Tenant shall fulfill its obligations under
          Section 5.2 hereof and surrender and vacate the Premises in a broom
          clean condition, and Landlord may reenter and take possession of the
          Premises and eject all parties in possession or eject some and not
          others or eject none. Termination under this Subsection shall not
          relieve Tenant from the payment of any sum then due to Landlord or
          from any claim for damages previously accrued or then accruing against
          Tenant. Upon such termination, Landlord shall also be entitled to
          recover from Tenant (i) unpaid Rent or such other amounts which have
          been earned or are payable at the time of termination, and (ii) as
          liquidated damages and not as a penalty, a sum of money equal to the
          Rent and such other

<PAGE>   19


          amounts and rental costs to be paid by Tenant to Landlord for the
          remainder of the Lease Term (the "ACCELERATED AMOUNT").

               (b) Landlord may, at Landlord's election, terminate Tenant's
          right to possession only, without terminating the Lease. Upon
          termination of Tenant's right to possession without termination of the
          Lease, Tenant shall surrender possession and vacate the Premises
          immediately and deliver possession of the Premises to Landlord, and
          Tenant hereby grants to Landlord the immediate right to enter into the
          Premises, remove Tenant's signs and other evidences of tenancy, and
          take and hold possession of the Premises with or without process of
          law, and to dispossess the others who may be occupying or within the
          Premises, without being deemed in any manner guilty of trespass,
          eviction, or forcible entry or detainer, without incurring any
          liability for any damage resulting therefrom, without such entry and
          possession terminating the Lease or releasing Tenant from Tenant's
          obligation to pay Rent and to fulfill all other of Tenant's
          obligations under this Lease for the full Lease Term. Landlord shall
          be entitled to recover from Tenant (i) unpaid Rent or such other
          amounts which have been earned or are payable at the time of
          termination, and (ii) as liquidated damages and not as a penalty, the
          Accelerated Amount.

               (c) Landlord may, at Landlord's election, store Tenant's personal
          property, if any, for the account and at the cost of Tenant.

               (d) Whether or not Landlord elects to terminate the Lease,
          Landlord may, but shall be under no obligation to, relet all or any
          part of the Premises for such rent and upon such terms as shall be
          satisfactory to Landlord (including the right to relet the Premises as
          a part of a larger area, the right to change the character or use of
          the Premises and the right to restrict prospective tenants to those
          whose business is compatible with the nature and character of the
          Premises). For the purpose of such reletting, Landlord may decorate or
          may make any repairs, changes, alterations or additions in or to the
          Premises that may be necessary or convenient. If the Lease is not
          terminated and if the Premises is not relet, or if it is relet and a
          sufficient sum shall not be realized from such reletting after paying
          all of the expenses of any such decorations, repairs, changes,
          alterations and additions, the expenses of such reletting and the
          collection of the rent accruing therefrom (including, but not limited
          to, attorneys' fees and brokers' commissions), to satisfy the Rent and
          other charges herein provided to be paid for remainder of the term of
          this Lease, Tenant shall pay to Landlord promptly any deficiency, and
          Tenant agrees that Landlord may file suit to recover and recover any
          sum falling due under the terms of this Subsection from time to time.

<PAGE>   20


               (e) The term "RENTAL COSTS" as used in this Lease shall be deemed
          to include, but shall not be limited by implication, all repossession
          costs, brokerage commissions, legal expenses, attorneys' fees,
          alteration costs, and expenses of preparation of the Premises or parts
          thereof for reletting.

               (f) For purposes of Sections 11.2(a) and (b) above, the present
          value (the "PRESENT VALUE") of the Accelerated Amount shall be
          computed by discounting the Accelerated Amount to the date of
          determination applying the rate on the United States Treasury
          obligation having a maturity equal to the balance of the Lease Term
          and having an asking price closest to par, as quoted by the Federal
          Reserve Bank of New York as published in the Federal Reserve
          Statistical Release H. 15 (519) on the date of determination (or the
          closest preceding date on which such rate is published), or any
          successor publication thereto. Landlord and Tenant agree that in the
          event of the exercise by Landlord of its remedy under Sections 11.2(a)
          or (b) hereof and the payment by Tenant of the Present Value of the
          Accelerated Amount, the cost to Landlord will be difficult to
          ascertain and that the Present Value of the Accelerated Amount
          constitutes a reasonable estimate of such cost and is not a penalty.
          Accordingly, if Tenant defaults, the parties agree that, except as may
          be otherwise expressly set forth herein to the contrary, the Present
          Value of the Accelerated Amount shall be the amount due from Tenant
          upon such default and Landlord shall not be obligated to mitigate its
          cost below such amount. Notwithstanding anything to the contrary
          contained herein, Tenant acknowledges and agrees that if Tenant fails
          to pay to Landlord the Present Value of the Accelerated Amount within
          thirty (30) days after notice of termination, then Tenant shall
          forfeit any right to have the Accelerated Amount discounted to Present
          Value pursuant to the provisions of this Section 11.2(f).

               (g) Landlord may, at Landlord's election, retain any or all
          amounts on deposit pursuant to Sections 3.2(a) and 3.3(b) hereof or
          otherwise and apply such amounts to Tenant's obligations hereunder.

               (h) In the event Landlord elects to terminate Tenant's right to
          possession only without terminating the Lease and without pursuing
          recovery of the Accelerated Amount, Landlord shall use "commercially
          reasonable efforts" to relet the Premises as the agent of Tenant and
          receive the rent therefor; and in the event of such reletting, Tenant
          shall pay Landlord the cost of reletting including brokerage and
          reasonable attorneys' fees and commissions, renovating, repairing and
          altering the Premises for a new tenant or tenants and any deficiency
          that may arise by reason of such reletting, on demand; provided,
          however, the failure of Landlord to relet the Premises shall not
          release or affect Tenant's liability for Rent or for damages and such
          Rent and damages shall be paid by Tenant on the dates specified
          herein. For purposes hereof,

<PAGE>   21


          "commercially reasonable efforts" shall mean that Landlord has listed
          the Premises as available for leasing with a recognized brokerage firm
          and if Landlord has so listed the Premises, Landlord shall not be
          required to take any other action with respect to reletting the
          Premises nor shall Landlord be liable in any manner for failure to
          relet the Premises. The Rent payable by Tenant hereunder shall be
          reduced by the rent received by Landlord from such reletting.

     11.3 LANDLORD MAY PERFORM. Landlord shall have the right at any time, after
not less than thirty (30) days notice to Tenant (or without notice with respect
to matters described in Article 8, and in case of emergency or a hazardous
condition or in case any fine, penalty, interest or cost may otherwise be
imposed or incurred), to make any payment or perform any act required of Tenant
under any provision in this Lease, and in exercising such right, to incur
necessary and incidental costs and expenses, including reasonable attorneys'
fees. Nothing herein shall obligate Landlord to make any payment or perform any
act required of Tenant, and this exercise of the right to so do shall not
constitute a release of any obligation or a waiver of any default. All payments
made and all costs and expenses incurred in connection with any exercise of such
right shall be reimbursed to Landlord by Tenant as Additional Rent.

                                  ARTICLE 12.
                            ASSIGNMENT AND SUBLETTING

     12.1 ASSIGNMENT BY TENANT. Tenant shall not voluntarily or by operation of
law assign, transfer, mortgage, lease, sublet, grant, license or otherwise
transfer or encumber all or any part of Tenant's interest in this Lease or in
the Premises, or permit the use or occupancy of the Premises or any part thereof
by anyone other than Tenant, without Landlord's prior written consent, which
consent shall not be unreasonably withheld or delayed at any time.

     12.2 TENANT OWNERSHIP. If Tenant is a corporation (except a corporation
whose stock is traded on a nationally recognized exchange), a limited liability
company, a partnership, limited, limited liability or general, or a business
trust and if at any time during the Lease Term, any part or all of the shares of
the corporation, membership interests in the limited liability company, general
partnership interest of the partnership, or beneficial interests of the trust
shall be transferred by sale, issuance, assignment, bequest, operation or law or
otherwise so as to result in a direct or indirect change in the present control
of Tenant, such transfer shall constitute an assignment within the meaning of
Section 12.2 hereof. The acceptance by Landlord of payment after notice of such
a transfer shall not constitute a waiver of Landlord's right at any time to
treat such transfer as an Event of Default.

     12.3 RELATED ENTITY TRANSFERS. Notwithstanding anything contained in
Sections 12.1 and 12.2 hereof to the contrary, Tenant may, without the consent
of Landlord but with advance notice to Landlord, and without releasing or
relieving Tenant of or from its obligations hereunder, from time to time and at
any time (a) assign or otherwise transfer this Lease to or (b) sublet or
otherwise permit the use of all or any portion of the Premises


<PAGE>   22


by, any of the following (each, a "RELATED ENTITY"): (i) any parent, subsidiary
or affiliate corporation or entity; (ii) any corporation resulting from the
consolidation or merger of Tenant into or with any other entity; or (iii) to or
by any person, firm, entity or corporation acquiring a majority of Tenant's
issued and outstanding capital stock or a substantial part of Tenant's physical
assets. As used herein, the term "SUBSIDIARY" shall mean an entity of which
Tenant owns one hundred percent (100%) of the capital stock thereof and an
"AFFILIATE CORPORATION OR ENTITY" shall mean a person or business entity,
corporate or otherwise, that, through one or more intermediaries, controls or is
controlled by, or is under common control with Tenant or is purchasing the
business which Tenant conducts at the Premises. The word "CONTROL" means the
right and power to direct or cause the direction of the management and policies
of a person or business entity, corporation or otherwise, through ownership of
voting securities, by contract or otherwise.

     12.4 ASSIGNMENT DUE TO BANKRUPTCY.

               (a) In the event a petition is filed by or against Tenant under
          the Bankruptcy Code, Tenant, as debtor and debtor in possession, and
          any trustee who may be appointed, agree to adequately protect Landlord
          as follows:

                    (i)  to pay monthly in advance on the first day of each
                         month as reasonable compensation for use and occupancy
                         of the Premises an amount equal to all Rent due
                         pursuant to this Lease; and

                    (ii) to perform each and every obligation of Tenant under
                         this Lease until such time as this Lease is either
                         rejected or assumed by order of a court of competent
                         jurisdiction; and

                   (iii) to determine within sixty (60) days after the filing
                         of such petition whether to assume or reject this
                         Lease; and

                    (iv) to give Landlord at least thirty (30) days prior
                         written notice, unless a shorter notice period is
                         agreed to in writing by the parties, of any proceeding
                         relating to any assumption of this Lease; and

                    (v)  to do all other things of benefit to Landlord otherwise
                         required under the Bankruptcy Code.

                         Tenant shall be deemed to have rejected this Lease in
                         the event of the failure to comply with any of the
                         above.

               (b) If Tenant or a trustee elects to assume this Lease subsequent
          to the filing of a petition under the Bankruptcy Code, Tenant, as
          debtor

<PAGE>   23


          and as debtor in possession, and any trustee who may be appointed
          agree as follows:

                    (i)  to cure each and every breach by Tenant within not more
                         than thirty (30) days of assumption of this Lease; and

                    (ii) to compensate Landlord for any actual pecuniary loss
                         resulting from any existing breach, including without
                         limitation, Landlord's reasonable costs, expenses and
                         attorney's fees incurred as a result of the breach, as
                         determined by a court of competent jurisdiction, within
                         thirty (30) days of assumption of this Lease; and

                   (iii) in the event of an existing breach, to provide
                         adequate assurance of Tenant's future performance,
                         including without limitation:

                         (1)  the deposit of an additional sum equal to Rent for
                              the remainder of the Lease Term to be held
                              (without any allowance for interest thereon) to
                              secure Tenant's obligations under the Lease; and

                         (2)  the production to Landlord of written
                              documentation establishing that Tenant has
                              sufficient present and anticipated financial
                              ability to perform each and every obligation of
                              Tenant under this Lease; and

                         (3)  assurances, in form acceptable to Landlord, as may
                              be required under any applicable provision of the
                              Bankruptcy Code; and

                    (iv) the assumption will not breach any provision of this
                         Lease; and

                    (v)  the assumption will be subject to all of the provisions
                         of this Lease unless the prior written consent of
                         Landlord is obtained; and

                    (vi) the prior written consent to the assumption of any
                         mortgagee to which this Lease has been assigned as
                         collateral security is obtained.

               (c) If Tenant assumes this Lease and proposes to assign the same
          pursuant to the provisions of the Bankruptcy Code to any person or

<PAGE>   24

          entity who shall have made a bona fide offer to accept any assignment
          of this Lease on terms acceptable to Tenant, then notice of such
          proposed assignment shall be furnished by Tenant to Landlord, setting
          forth:

                     (i) the name and address of such person; and

                    (ii) all the terms and conditions of such offer; and

                   (iii) the adequate assurance to be provided Landlord to
                         assure such person's future performance under the
                         Lease, including without limitation, the assurances
                         referred to in any applicable provision of the
                         Bankruptcy Code, shall be given to Landlord by Tenant
                         no later than twenty (20) days after receipt by Tenant,
                         but in any event no later than ten (10) days prior to
                         the date that Tenant shall make application to a court
                         of competent jurisdiction for authority and approval to
                         enter into such assignment and assumption, and Landlord
                         shall thereupon have the prior right and option, to be
                         exercised by notice to Tenant given at any time prior
                         to the effective date of such proposed assignment, to
                         accept (or to cause its designee to accept) an
                         assignment of this Lease upon the same terms and
                         conditions and for the same consideration, if any, as
                         the bona fide offer made by such person, less any
                         brokerage commissions which may be payable out of the
                         consideration to be paid by such person for the
                         assignment of this Lease. The adequate assurance to be
                         provided Landlord to assure the assignee's future
                         performance under the Lease shall include without
                         limitation:

                         (1)  the deposit of a sum equal to Rent for the
                              remainder of the Lease Term to be held (without
                              any allowance for interest thereon) as security
                              for performance hereunder; and

                         (2)  a written demonstration that the assignee meets
                              all reasonable financial and other criteria of
                              Landlord as did Tenant and its business at the
                              time of execution of this Lease, including the
                              production of the most recent audited financial
                              statement of the assignee prepared by a certified
                              public accountant; and


<PAGE>   25

                    (3)  the assignee's use of the Premises will be a Permitted
                         Use; and

                    (4)  assurances, in form acceptable to Landlord, as to all
                         matters identified in any applicable provision of the
                         Bankruptcy Code.

     12.5 NO RELEASE OF TENANT. Notwithstanding anything to the contrary
contained in this Lease, and regardless of Landlord's consent, no assignment,
encumbrance, subletting, transfer, lease or other permission for the use or
occupancy of all or any part of the Premises shall, unless otherwise agreed by
Landlord, release Tenant of Tenant's obligation to pay the Rent and other
charges and to perform all other obligations to be performed by Tenant under
this Lease. The acceptance of Rent and other charges by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any provision hereof.
Consent to one assignment shall not be deemed consent to any subsequent
assignment.

     12.6 TRANSFER OF LANDLORD'S RIGHTS. Landlord shall have the right to
transfer and assign, in whole or in part, all and every feature of its rights
and obligations hereunder and in the Premises. Such transfers or assignments,
howsoever made, are to be fully binding upon and recognized by Tenant. Upon such
transfer or assignment and the assumption of Landlord's obligations by the
transferee, and subject to the provisions of Section 13.2 hereof, Landlord shall
be relieved of all obligations under the Lease accruing subsequent to the date
of transfer.

                                  ARTICLE 13.
                               GENERAL PROVISIONS

     13.1 ESTOPPEL CERTIFICATE. Tenant shall at any time, upon not less than ten
(10) days after the giving of written notice by Landlord, execute, acknowledge
and deliver to Landlord or to such person designated by Landlord, a statement in
writing (a) certifying that this Lease is unmodified and in full force and
effect (or if modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect) and the date to
which the rent and other charges are paid in advance, if any, (b) acknowledging
that there are not, to the best of Tenant's knowledge, any uncured defaults on
the part of Landlord hereunder, or specify such defaults if they are claimed,
(c) acknowledging that there are no offsets, counterclaims or defenses to the
obligations of Tenant under the Lease, and (d) certifying as to any other
matters as may be reasonably requested by Landlord. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Premises. If Tenant does not execute, acknowledge and deliver the statement
referred to in this Section within time set forth above, the information set
forth therein shall be deemed true and correct.

     13.2 LANDLORD'S LIABILITY. The term "LANDLORD," as used in this Lease,
shall mean only the owner or owners at the time in question of fee title to the
Premises. In the event of any transfer of such title or interest, Landlord shall
be released from all liability as

<PAGE>   26


respects Landlord's obligations thereafter to be performed, provided that
Landlord's obligations are assumed by Landlord's transferee.

     13.3 SEVERABILITY. The invalidity of any provision of this Lease, or of its
application to any person or circumstance as determined by a court of competent
jurisdiction, shall in no way affect the validity of any other provision hereof
and each term, covenant, condition and provision of this Lease shall be valid
and be enforced to the fullest extent permitted by law.

     13.4 TIME OF ESSENCE. Time is of the essence hereof.

     13.5 CAPTIONS. Article and Section captions are not a part of this Lease.

     13.6 INCORPORATION OF PRIOR AGREEMENTS. This Lease and the attached
exhibits set forth all the agreements, terms, covenants and conditions between
Landlord and Tenant concerning the Premises and, except as aforesaid, there are
no agreements, terms, covenants or conditions, oral or written, between them
other than those herein contained. Except as otherwise provided herein, no
amendment, change or addition to this Lease shall be binding upon Landlord or
Tenant unless it is in writing and signed by each party.

     13.7 LANDLORD DEFAULT; TENANT'S REMEDIES.

               (a) In the event of any default by Landlord in the observance or
          performance of any obligation on Landlord's part to be observed or
          performed under this Lease, Tenant shall give Landlord written notice
          specifying such default with particularity and Landlord shall
          thereupon have thirty (30) days in which to cure any such default;
          provided, however, that if the nature of such default is such that
          more than thirty (30) days are required for its cure, then Landlord
          shall not be in default if Landlord commences performance within said
          thirty (30) day period and thereafter diligently prosecutes the same
          to completion within ninety (90) days of such notice. If Landlord
          fails to cure any such default after such notice and cure period,
          Tenant may, as its sole and exclusive remedy, commence an action
          against Landlord for specific performance and/or damages.

               (b) If Landlord shall fail to perform any covenant, term or
          condition of this Lease required to be performed by Landlord, if any,
          and if as a consequence of such default, Tenant shall recover a money
          judgment against Landlord, such judgment shall be satisfied only out
          of the proceeds of sale received upon execution of such judgment and
          levied thereon against the right, title and interest of Landlord in
          the Premises and out of Rent receivable by Landlord, or out of the
          consideration received by Landlord from the sale or other disposition
          of all or any part of Landlord's right, title and interest in the
          Premises, and neither Landlord nor its members, partners, officers,
          directors, managers,

<PAGE>   27


          shareholders and lenders, nor their respective successors and assigns,
          shall be personally liable for any deficiency.

     13.8 NOTICES. All notices and demands hereunder shall be in writing, and
shall be deemed to have been properly given or served as of (a) the date of
personal delivery with acknowledgment of receipt; (b) three (3) business days
after the same is deposited in the United States mail, prepaid, for delivery by
registered or certified mail, return receipt requested; or (c) the first
business day after the date delivered to a reputable overnight courier service
providing proof of delivery. The initial addresses of Landlord and Tenant are
set forth below:

     If to Landlord:     Petrie Development Corporation
                         P.O. Box 5128
                         Mankato, MN 56002-5128
                         Attention: Susan M. Matzke, President
                         Facsimile No: (507) 387-3420
                         Confirmation No.: (507) 387-2843

     With a copy to      Hinshaw & Culbertson
                         3100 Piper Jaffray Tower
                         222 South Ninth Street
                         Minneapolis, MN 55402
                         Attention: L.J. Rotman, Esq.
                         Facsimile No.: (612) 334-8888
                         Confirmation No.: (612) 334-2675

     If to Tenant:       CWC Incorporated
                         1983 Premier Drive
                         P.O. Box 4459
                         Mankato, MN 56002-4459
                         Attention: Mr. Richard C. Lueck
                         Facsimile: (507) 388-0406
                         Confirmation No.: (507) 388-0636

     With a copy to:     Gray, Plant, Mooty, Mooty & Bennett, P.A.
                         3400 City Center
                         33 South Sixth Street
                         Minneapolis, MN 55402
                         Attention: Laura J. Schoenbauer, Esq.
                         Facsimile: (612) 333-0066
                         Confirmation No.: (612) 343-2947

Such addresses may be changed at any time or from time to time or additional
notice parties added, by notice as above provided.

     13.9 WAIVERS. No waiver by Landlord of any provision of this Lease shall be
implied and, in order to be enforceable, all waivers by Landlord shall be in a
written

<PAGE>   28


instrument duly executed by Landlord. No waiver by Landlord of any provision of
this Lease shall be deemed a waiver of any other provision hereof or of any
subsequent breach by Tenant of the same or any other provision. Landlord's
consent to or approval of any act shall not be deemed to render unnecessary the
obtaining of Landlord's consent to or approval of any subsequent act by Tenant.
No payment by Tenant or receipt by Landlord of a lesser amount than the amount
then due shall be deemed to be other than on account of the earliest rent due,
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment as payment be deemed an accord and satisfaction, and
Landlord shall accept such check or payment without prejudice to Landlord's
right to recover the balance of such payment or pursue any other remedy in this
Lease provided.

     13.10 RECORDING. Tenant shall not record this Lease or any indicia hereof
in any public record.

     13.11 HOLDING OVER. Tenant shall surrender the Premises upon the expiration
of the Lease Term or earlier termination of the Lease. Any holdover not
consented to by Landlord in writing shall not result in a new tenancy or
interest and, in such case, Landlord may treat Tenant as a trespasser. If Tenant
remains in possession of the Premises or any part thereof after the expiration
of the Lease Term or the earlier termination hereof without the express written
consent of Landlord, Tenant shall pay rent (for such holdover period) equal to
the amount of one hundred fifty percent (150%) of the amount of Rent and other
charges actually paid by Tenant under this Lease during the last full Lease
Year.

     13.12 CUMULATIVE REMEDIES. Except as expressly provided herein, no remedy
or election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity or otherwise available to
Landlord.

     13.13 COVENANTS AND CONDITIONS. Each provision of this Lease performable by
Tenant shall be deemed both a covenant and a condition.

     13.14 BINDING EFFECT. This Lease shall bind and inure to the benefit of
Landlord and Tenant and their respective permitted successors and assigns.

     13.15 SUBORDINATION; ATTORNMENT AND NON-DISTURBANCE.

               (a) This Lease, at the option of Landlord or any of its lenders,
          shall be subordinate to any ground lease, mortgage or any other
          hypothecation for security and any renewals, future advances,
          modifications, consolidations, replacements and extensions thereof,
          provided Tenant's rights hereunder continue to be recognized so long
          as no Event of Default exists.

               (b) Provided Tenant's rights hereunder continue to be recognized
          so long as no Event of Default exists, Tenant shall execute any
          documents required to effectuate such subordination or to make this
          Lease prior to the lien of any mortgage, ground lease or other
          security device, as the case may be.

<PAGE>   29


               (c) In the event of (i) a sale, assignment, ground lease,
          mortgage or other transfer of Landlord's interest in the Premises or
          any portion thereof or in this Lease; or (ii) any proceedings brought
          for the foreclosure of, the granting of a deed in lieu of foreclosure
          of or the exercise of the power of sale under any mortgage or security
          agreement made by Landlord covering the Premises or any portion
          thereof, and provided that such mortgagee or other transferee shall
          agree to recognize Tenant's rights hereunder so long as an Event of
          Default has not occurred, Tenant shall attorn to the mortgagee or
          other transferee and recognize such mortgagee or other transferee as
          Landlord under this Lease.

               (d) In the event Landlord desires to convey the Premises pursuant
          to a sale/leaseback transaction, Tenant shall upon Landlord's request
          agree to terminate this Lease and enter into a new lease upon the same
          terms and conditions as set forth herein.

     13.16 ATTORNEY'S FEES. If Landlord retains an attorney to enforce the terms
of or determine rights under this Lease, Landlord shall be entitled to recover
reasonable costs, attorneys' fees and expenses, including those incurred at the
appellate level. In the event that Landlord fails to fulfill its obligations
hereunder and Tenant commences an action against Landlord under Section 13.7(a)
hereof, the party prevailing in such action shall be entitled to its reasonable
attorneys' fees and expenses.

     13.17 CORPORATE AUTHORITY. Each individual executing this Lease on behalf
of Tenant represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of Tenant, in accordance with a duly adopted
resolution, and that this Lease is binding upon Tenant in accordance with its
terms. Tenant shall, contemporaneous with the execution of this Lease, deliver
to Landlord a certified copy of a resolution of the Board of Directors of Tenant
authorizing or ratifying the execution and delivery of this Lease.

     13.18 NO JOINT VENTURE. Landlord and Tenant, by entering into this Lease or
consummating the transactions contemplated hereby, shall not be considered
partners or joint venturers.

     13.19 QUIET ENJOYMENT. Provided Tenant pays the Rent herein recited and
performs all of Tenant's other covenants and agreements herein contained,
Landlord covenants that Tenant shall peacefully have, hold and enjoy the
Premises, subject to all the other provisions herein contained.

     13.20 MORTGAGE FINANCING. In the event Landlord desires to obtain mortgage
financing and Landlord's mortgagee or mortgagees reasonably request certain
modifications or amendments to this Lease, then Tenant, on not less than twenty
(20) days advance notice, agrees to execute such modifications or amendments as
required. Notwithstanding the foregoing, Tenant shall not be required to execute
any modifications or amendments to this Lease which shall modify the provisions
of this Lease relating to the amount of Rent or other charges or costs to be
paid by Tenant, Tenant's rights or


<PAGE>   30


obligations under the Lease, the size of the Premises, notice periods, notice
requirements, cure periods, the duration of the term of this Lease, or otherwise
subject Tenant to additional cost, expense, risk, liability or obligations.
Tenant agrees to cooperate with Landlord's efforts in obtaining said mortgage
financing provided there is no cost or expense to Tenant.

     13.21 COUNTERPARTS. This Lease may be executed in any number of
counterparts, each of which shall be an original and all of which together shall
constitute and be construed as one and the same instrument.

     13.22 BROKERS. Each party hereto does hereby indemnify and agree to hold
the other harmless from and against any and all claims, fees, commissions and
suits of any real estate broker or agent with respect to services claimed to
have been rendered at the request of or through or under such party in
connection with the execution of this Lease or the transactions set forth
herein.

     13.23 FINANCIAL STATEMENTS. Tenant shall deliver to Landlord (a) within 120
days after the end of each calendar year annual audited operating statements for
Tenant and a copy of the balance sheet of Tenant as of the end of such year, and
related statements of income and retained earnings and changes in financial
position for such year, and (b) such other information as Landlord may from time
to time reasonably request. All financial statements of Tenant delivered to
Landlord shall be true and correct in all respects, shall be prepared in
accordance with GAAP, and fairly present the financial condition of the subject
thereof as of the dates thereof. None of the aforesaid financial statements, or
any certificate or statement furnished to Landlord by or on behalf of Tenant in
connection with the transactions contemplated hereby, shall contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein or herein not misleading. All financial
statements of Tenant delivered to Landlord under this Section shall be treated
confidentially by Landlord and its lenders and all parties that have access to
such information shall execute a confidentiality agreement in form and content
satisfactory to Tenant, in its sole discretion, prior to having access of such
information.

     13.24 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Lease is or will be
made and delivered in the State and shall be governed by and construed and
interpreted in accordance with the laws of the United States of America and the
State, without regard to principles of conflict of laws. All judicial actions,
suits or proceedings brought by or against Landlord or Tenant with respect to
its rights, obligations, liabilities or any other matter under or arising out of
or in connection with this Lease or any transaction contemplated hereby or for
recognition or enforcement of any judgment rendered in any such proceedings
shall be brought in any state or federal court in the State. By execution and
delivery of this Lease, Landlord and Tenant accept, generally and
unconditionally, the nonexclusive jurisdiction of the aforesaid courts and
irrevocably agree to be bound by any final judgment rendered thereby in
connection with this Lease or any transaction contemplated hereby from which no
appeal has been taken or is available. Tenant and Landlord each hereby
irrevocably waive any objections, including without limitation any objection to
the laying of venue or based on the grounds of FORUM NON CONVENIENS, which


<PAGE>   31

either may now or hereafter have to the bringing of any such action or
proceeding in any such jurisdiction. Tenant and Landlord acknowledge that final
judgment against it in any action, suit or proceeding referred to in this
Section shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment, a certified or exemplified copy of which shall be
conclusive evidence of the same.

     13.25 "AS IS" LEASE. Notwithstanding anything to the contrary herein
contained, Tenant expressly understands, acknowledges and agrees that the lease
of the Premises shall be made by Landlord to Tenant on an "as is, where is"
basis, and "with all faults," and Tenant acknowledges that Tenant has agreed to
lease the Premises in its present condition and that Tenant is relying solely on
its own examination and inspections of the Premises and not on any statements or
representations made by Landlord or any agents or representatives of Landlord.
Additionally, Tenant hereby acknowledges that, Landlord makes no warranty or
representation, express or implied, or arising by operation of law, including,
but in no way limited to, any warranty of condition, habitability,
merchantability, or fitness for a particular purpose of the Project, the
Premises or any portion thereof. Landlord hereby specifically disclaims any
warranty, guaranty or representation, oral or written, past, present or future,
of, as to, or concerning: (a) the nature and condition of the Project, the
Premises or any part thereof, including but not by way of limitation, as to its
water, soil or geology, or the suitability thereof, for any and all activities
and uses which Tenant may elect to conduct thereon, or any improvements Tenant
may elect to construct thereon, or any income to be derived therefrom or
expenses to be incurred with respect thereto, or any obligations or any other
matter or thing relating to or affecting the same; (b) the absence of any
Hazardous Substances on, in or under the Project on, in or under any land
adjacent to or abutting the Land; (c) the manner of construction or condition or
state of repair or lack of repair of the Project; (d) the nature or extent of
any easement, restrictive covenant, right-of-way, lease, possession, lien,
encumbrance, license, reservation, condition or other similar matter pertaining
to the Project, the Premises or any portion thereof; and (e) the compliance of
the Project, the Premises or the operation of the Project, the Premises or
portion thereof with any Legal Requirements.

     13.26 THIRD PARTY BENEFICIARY. There are no third party beneficiaries of
this Lease, intended or otherwise.

     13.27 TENANT PUT. Provided no Event of Default shall exist on the first
anniversary of the Commencement Date, Tenant shall have the right to elect to
terminate this Lease with respect to a portion of the Premises, the size of
which Tenant may specify, not to exceed fifty percent (50%) of the Premises
(exclusive of the Common Areas) with notice of its election, but, subject to the
conditions herein, the location of which Landlord shall specify. Provided no
Event of Default shall exist on the second anniversary of the Commencement Date,
Tenant shall have the right to elect to terminate this Lease with respect to a
portion of the Premises, the size of which Tenant may specify, not to exceed
fifty percent (50%) of the Premises (exclusive of the Common Areas) with notice
of its election, but, subject to the conditions herein, the location of which
Landlord shall specify. The applicable location specified by Landlord is
referred to herein as the "PUT PREMISES". In specifying the applicable Put
Premises under this Section, Landlord shall not include in


<PAGE>   32


the Put Premises that portion of the Premises that is cross-hatched in Exhibit
"D-2" attached hereto and shall consult with Tenant, shall act reasonably and in
good faith and shall endeavor to take into account concerns regarding
contiguity, leasehold improvements, Tenant's operational needs, a balance of
interior and exterior space and a balance of finished and unfinished space. In
specifying the Put Premises with respect to the second election by Tenant under
this Section, if any, Landlord may not specify any portion of the Improvements
which are not on, the date of such election, included within the Premises; shall
include the systems network room in the Put Premises and shall consult with
Tenant, shall act reasonably and in good faith and shall endeavor to take into
account concerns regarding contiguity, leasehold improvements, Tenant's
operational needs, a balance of interior and exterior space and a balance of
finished and unfinished space. In addition, if, at the time of the second
election, Tenant has not exercised the first election, the Put Premises shall
not include that portion of the Premises that is cross-hatched on Exhibit "D-2."
The first election under this Section, if made by Tenant, shall be delivered to
Landlord in writing prior to the first anniversary of the Commencement Date and
shall be effective on the second anniversary of the Commencement Date. The
second election under this Section, if made by Tenant shall be delivered to
Landlord in writing prior to the second anniversary of the Commencement Date and
shall be effective on the third anniversary of the Commencement Date. The
applicable effective date of an election under this Section is referred to
herein as the "PUT DATE". Such elections, once made by Tenant by the delivery of
notice, as aforesaid, shall be irrevocable. Such elections may only be made once
by Tenant and if such elections are not, or may not be, made, as aforesaid,
Tenant shall have no further rights under this Section. In the event Tenant does
not, or may not, make the first election under this Section, Tenant shall
continue to be entitled to make the second election under this Section. On or
before the applicable Put Date, Tenant shall remove itself from possession of
the applicable Put Premises and, with respect to such Put Premises, comply with
all other provisions of this Lease applicable upon the expiration of the Lease
Term. From and after the applicable Put Date, the term "Premises" shall mean the
Premises other than the applicable Put Premises. On the applicable Put Date,
Landlord shall adjust the amount of Base Rent to be paid by Tenant and Tenant's
Share to properly reflect the reduction in the size of the Premises by the size
of the applicable Put Premises. Following the applicable Put Date, Landlord
shall have the right, at its sole cost and expense, to enter the Premises for
purposes of constructing demising walls, doors, corridors and related work which
Landlord determines to be necessary to properly separate and divide the
applicable Put Premises.

     13.28 TENANT TERMINATION. Provided no Event of Default shall exist on the
fourth anniversary of the Commencement Date, Tenant shall have the right to
elect to terminate this Lease. Such election, if made by Tenant, shall be
delivered to Landlord in writing prior to the fourth anniversary of the
Commencement Date and shall be effective on the fifth anniversary of the
Commencement Date. Such election, once made by Tenant by delivery of notice, as
aforesaid, shall be irrevocable. If such election is not, or may not be, made,
as aforesaid, Tenant shall have no further rights under this Section.

     13.29 RECAPTURE. Upon not less than twelve (12) months notice to Tenant,
Landlord shall have the right to elect to recapture and terminate this Lease
with respect to all or any portion of the Premises cross-hatched on Exhibit
"D-1" attached hereto which

<PAGE>   33


Landlord may specify. Upon not less than 120 days notice to Tenant, Landlord
shall have the right to elect to recapture and terminate this Lease with respect
to all or any portion of the Premises cross-hatched on Exhibit "D-2" attached
hereto which Landlord may specify. At any time on or after the fourth
anniversary of the Commencement Date, upon not less than twelve (12) months
notice to Tenant, Landlord shall have the right to elect to recapture and
terminate this Lease with respect to all or any portion of the Premises
cross-hatched on Exhibit "D-3" attached hereto which Landlord may specify. Any
portion of the Premises which Landlord may specify for recapture under this
Section is referred to herein as the "RECAPTURED PREMISES". In the event that
the Recaptured Premises are less than the Premises, in specifying the Recaptured
Premises, Landlord shall consult with Tenant, shall act reasonably and in good
faith and shall endeavor to take into account concerns regarding contiguity,
leasehold improvements, Tenant's operational needs, a balance of interior and
exterior space and a balance of finished and unfinished space. Such election, if
made by Landlord, shall be delivered to Tenant in writing. Such election may be
made by Landlord from time to time and as often as Landlord shall determine. In
the event Landlord elects to recapture and terminate this Lease as provided in
this Section, such election shall be effective on the date specified by Landlord
(such effective date is referred to herein as a "RECAPTURE DATE"). On or before
the applicable Recapture Date, Tenant shall remove itself from possession of the
Recaptured Premises and, with respect to the Recaptured Premises, comply with
all other provisions of this Lease applicable upon the expiration of the Lease
Term. In the event that the Recaptured Premises are less than the Premises, from
and after the Recapture Date, the term "Premises" shall mean the Premises other
than the Recaptured Premises, on the applicable Recapture Date Landlord shall
adjust the amount of Base Rent to be paid by Tenant and Tenant's Share to
properly reflect the reduction in the size of the Premises by the size of the
Recaptured Premises and following the applicable Recapture Date, Landlord shall
have the right, at its sole cost and expense, to enter the Premises for purposes
of constructing demising walls, doors, corridors and related work which Landlord
determines to be necessary to properly separate and divide the Recaptured
Premises.

<PAGE>   34


     IN WITNESS WHEREOF, Tenant and Landlord have executed this Lease as of the
date set forth above.

                                               "LANDLORD"

                                        PETRIE DEVELOPMENT CORP.,
                                        a Minnesota corporation

                                        By /s/ Susan M. Matzke
                                           ----------------------------
                                           Its President
                                               ------------------------


                                               "TENANT"

                                        CWC INCORPORATED,
                                        a Minnesota corporation

                                        By /s/ Richard C. Lueck
                                           ----------------------------
                                           Its VP Corporate Services
                                               ------------------------

<PAGE>   35

                                  SCHEDULE "1"

                                   DEFINITIONS
                                   -----------

For purposes of this Lease, the following words and terms shall have the
following meanings ascribed to them:

(a)  "ACCELERATED AMOUNT" shall have the meaning ascribed to such term in
     Section 11.2(a) hereof.

(b)  "ADDITIONAL RENT" shall mean all costs, expenses, charges and other amounts
     owed by Tenant to Landlord hereunder, other than Base Rent. Additional Rent
     shall include Tenant's Share of Impositions and Operating Expenses, as well
     as any cost incurred by Landlord in fulfilling Tenant's obligations
     hereunder. Additional Rent shall be due and payable on the earlier of the
     date Landlord advances funds or demand, unless specifically provided to the
     contrary in this Lease.

(c)  "AWARD" shall have the meaning ascribed to such term in Section 10.1
     hereof.

(d)  "BANKRUPTCY CODE" shall mean the United States Bankruptcy Code, as amended.

(e)  "BASE RENT" shall have the meaning ascribed to such term in Section 3.1
     hereof.

(f)  "COMMENCEMENT DATE" shall mean the date of this Lease.

(g)  "COMMON AREAS" shall mean, to the extent applicable, all parking areas,
     driveways, entrances, exits, loading docks, pick-up stations, sidewalks,
     ramps, landscaped areas, exterior stairways, public elevators, escalators,
     hallways, lobbies, and other areas and improvements provided by Landlord
     for the common use of tenants of the Project, the guests, customers, and
     employees of tenants of the Project, and all other portions of the Project
     that are not leased to Tenant or other tenants of the Project or otherwise
     leasable, including mechanical rooms and bathrooms available to more than
     one tenant.

(h)  "DEFAULT" shall mean an event which but for the giving of notice or passage
     of time, or both, would constitute an Event of Default hereunder.

(i)  "DEFAULT RATE" shall mean the annual rate of interest of fifteen percent
     (15%), or such lesser amount as may be the maximum amount permitted by
     applicable law. In the event that Rent is not paid when due, the amount of
     Rent not so paid shall bear interest at the Default Rate from the date due
     until the date paid.

(j)  "ENVIRONMENTAL REGULATION(S)" means any law, rule, regulation or permit
     relating to the environment, human health or safety now existing or
     hereafter enacted.

(k)  "EVENT OF DEFAULT" shall have the meaning ascribed to such term in Section
     11.1 hereof .

<PAGE>   36

(l)  "GAAP" shall mean generally accepted accounting principles as in effect in
     the United States on the Commencement Date applied on a consistent basis.

(m)  "GOVERNMENTAL AUTHORITY" means any federal, state, or local governmental
     body including elected bodies, departments, agencies, commissions, boards
     or instrumentalities having or purporting to have jurisdiction over
     Landlord, Tenant, the Project, the Premises or the business conducted or to
     be conducted from the Project or the Premises.

(n)  "HAZARDOUS SUBSTANCES" means any substance, pollutant or contaminant, as
     those terms are now or hereafter defined in any Environmental Regulation,
     and specifically includes, but is not limited to, lead oxide, asbestos,
     asbestos-containing materials, petroleum, or petroleum-based products,
     formaldehyde, and polychlorinated biphenyls.

(o)  "IMPOSITIONS" shall mean all real estate taxes of every kind and nature
     imposed upon or assessed of or against Landlord with respect to the
     Project, Tenant or any portion of the Project or interest therein, all
     charges for any easement or agreement maintained for the benefit of any
     portion of the Project, all installments of general and special assessments
     (payable over the longest period allowed by the assessing authority),
     levies, permits, inspection and license fees, all water and sewer rents and
     charges and all other public charges, levies or taxes, whether of a like or
     different nature, even if unforeseen or extraordinary, imposed upon or
     assessed of or against Landlord with respect to the Project, Tenant or any
     portion of the Project or interest therein, together with any penalties or
     interest on any of the foregoing to the extent Tenant has not provided
     Landlord with funds with respect to the payment of such taxes and charges
     under Section 3.2(a) hereof.

(p)  "IMPROVEMENTS" shall mean all buildings, structures and improvements now
     located or hereafter constructed on the Land and all fixtures and equipment
     attached to, forming a part of and necessary for the operation of such
     buildings, structures and improvements.

(q)  "INSURED CASUALTY" shall have the meaning ascribed to such term in Article
     9 hereof.

(r)  "LAND" shall mean that certain real property located in Blue Earth County,
     Minnesota and legally described on EXHIBIT "A" attached hereto, together
     with all easements and rights benefitting or appurtenant to such real
     property.

(s)  "LANDLORD" shall mean Galt Investments, L.L.C., a Nevada limited liability
     company, and its successors and assigns.

(t)  "LEASE" shall mean this Lease Agreement.

(u)  "LEASE TERM" shall mean the period from the Commencement Date through and
     including a date ten (10) years thereafter.


<PAGE>   37

(v)  "LEASE YEAR" shall mean a full calendar year, provided that the first and
     last Lease Years shall be determined in accordance with Section 2.5 hereof.

(w)  "LEGAL REQUIREMENTS" shall mean all present and future laws, statutes,
     codes, ordinances, orders, judgments, decrees, injunctions, agreements,
     rules, regulations and requirements pertaining to the Project including any
     applicable insurance, environmental, zoning or building, use and land use
     laws, ordinances, rules or regulations and all covenants, restrictions and
     conditions now or hereafter of record which may be applicable to any of the
     Project, or to the use, manner of use, occupancy, possession, operation,
     maintenance, alteration, construction, repair or reconstruction of any of
     the Project.

(x)  "OPERATING EXPENSES" shall mean all costs and expenses of owning,
     operating, maintaining repairing, restoring and replacing all or any
     portion of the Project. Operating Expenses shall include all costs and
     expenses of protecting, operating, managing the Project (including
     attorneys' and other professional fees, except those related to negotiation
     or enforcement of leases), repairing, repaving, lighting, cleaning,
     painting, striping, insuring, removing of snow, ice and debris, police
     protection, security and security patrol, fire protection, regulating
     traffic, inspecting, repairing and maintaining of machinery and equipment
     used in the operation of the Common Areas, including heating, ventilating
     and air conditioning machinery and equipment, depreciation of machinery and
     equipment providing heating, ventilating and air conditioning for the
     interior Common Areas, cost and expense of inspecting, maintaining,
     repairing and replacing storm and sanitary drainage systems, sprinkler and
     other fire protection systems, electrical, gas, water, telephone and
     irrigation systems, cost and expense of repairing and replacing the Project
     and the exterior of the buildings in the project, including, but not
     limited to floors, roofs, skylights, elevators, walls, stairs and signs,
     cost and expense of installing, maintaining and repairing burglar or fire
     alarm systems, if installed, cost and expense of landscaping and shrubbery,
     expense of utilities, reasonable property management costs. The following
     shall not be included in Operating Expenses: (a) interest or payments on
     any financing for the Project; (b) any expenses resulting from the gross
     negligence of the Landlord, its agents or employees; (c) any items for
     which Landlord is reimbursed by insurance; (d) the cost of providing
     improvements within or services to or allowances for the benefit of the
     premises and for the individual use of any other tenants in the Project at
     any time, and any improvements to the common areas; (e) any other cost or
     expense otherwise paid by Tenant under the Lease; (f) leasing commissions;
     (g) fines and penalties incurred other than as a result of a Default; (h)
     prior to the earlier to occur of a Put Date or a Recapture Date, property
     management fees; (i) legal expenses incident to the enforcement by Landlord
     of any terms of any lease; (j) compensation paid to any employee of
     Landlord, other than compensation paid to employees of Landlord in
     connection with the Project; (k) costs of travel, entertainment and
     promotion; (l) any costs associated with dividing the Premises; and (m)
     capital expenditures and other expenditures for improvements, except (a)
     the amortized amount of those made to reduce operating expenses, provided
     the savings achieved is the same as or greater than the amortized capital
     expenditure, and (b) the amortized amount of

<PAGE>   38

     those made to comply with governmental laws, or ordinances, regulations or
     orders applicable to the Project.

(y)  "PERMITTED USE" shall mean the use of the Premises as an office, warehouse
     and light industrial facility in compliance with all Legal Requirements and
     the terms and conditions of this Lease.

(z)  "PREMISES" shall mean that portion of the Project depicted as such on
     EXHIBIT "C" attached hereto, consisting of approximately 63,259 square
     feet. Prior to the earlier to occur of a Put Date or a Recapture Date, the
     Premises shall be deemed to include the Common Areas. As such, until such
     date, the provisions of Sections 2.2 and 2.3 hereof shall have no force or
     effect.

(aa) "PRESENT VALUE" shall have the meaning ascribed to such term in Section
     11.2(f) hereof.

(bb) "PROHIBITED CASUALTY" shall have the meaning ascribed to such term in
     Article 9 hereof.

(cc) "PROHIBITED TAKING" shall have the meaning ascribed to such term in Section
     10.1 hereof.

(dd) "PROJECT" shall mean the collective reference to the Land and Improvements,
     which are located at 1983 Premier Drive, Mankato, Minnesota consisting of
     one building which contains approximately 63,259 square feet.

(ee) "PUT DATE" shall have the meaning ascribed to such term in Section 13.27
     hereof.

(ff) "PUT PREMISES" shall have the meaning ascribed to such term in Section
     13.27 hereof.

(gg) "RECAPTURE DATE" shall have the meaning ascribed to such term in Section
     13.29 hereof.

(hh) "RECAPTURED PREMISES" shall have the meaning ascribed to such term in
     Section 13.29 hereof.

(ii) "RELATED ENTITY" shall have the meaning ascribed to such term in Section
     12.3 hereof.

(jj) "RENT" shall mean the sum of Base Rent and Additional Rent.

(kk) "RULES" shall mean those reasonable rules and regulations adopted for all
     tenants within the Project from time to time by Landlord with respect to
     the use and care of the Project.

(ll) "STATE" shall mean the State in which the Project is located.


<PAGE>   39

(mm) "TENANT" shall mean CWC Incorporated, a Minnesota corporation.

(nn) "TENANT'S SHARE" shall mean 100%, until the occurrence of a Put Date or
     Recapture Date, at which time Tenant's share shall be reduced as provided
     in Sections 13.27 or 13.29 hereof.


<PAGE>   40
                                                                   Exhibit 10.5


                                   EXHIBIT "A"

                            LEGAL DESCRIPTION OF LAND
                            -------------------------


        Lot 2, Block 1, Eastwood Industrial Centre, Blue Earth County,
Minnesota.

<PAGE>   41


                                   EXHIBIT "B"

                                    BASE RENT
                                    ---------

                                                   Monthly Amount
                Dates                               of Base Rent
                -----                               ------------
            [months 1-60]                           [$45,833.33]
           [months 61-120]                          [$48,124.99]



<PAGE>   42

                                 EXHIBIT "C"

                            DEPICTION OF PREMISES
                            ---------------------


                                  [DIAGRAM]


<PAGE>   43

                                   EXHIBIT D-1
                                   -----------


                        [20% PROTECTED/12 MONTHS NOTICE]
                        --------------------------------

                                    [DIAGRAM]


<PAGE>   44


                                   EXHIBIT D-2
                                   -----------

                        [55% UNPROTECTED/120 DAY NOTICE]
                        --------------------------------

                                    [DIAGRAM]



                                        +
                                        -
<PAGE>   45


                                   EXHIBIT D-3
                                   -----------


                 [25% PROTECTED/12 MONTHS NOTICE AFTER 4 YEARS]
                 ----------------------------------------------

                                    [DIAGRAM]