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                                                                   Exhibit 10.37

                                 LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease") is entered into between Landlord and Tenant, each
as defined below in Section 1.

1. THE PARTIES

    Landlord's Name and        Nesbitt Operating Associates, Limited Partnership
    type of entity:            By BGK Nesbitt LLC, its General Partner

    Landlord' Addresses
    for Notices:               330 Garfield Street
                               Santa Fe, NM 87501

    Landlord's Payment         C/O Frauenshuh Companies
    Address:                   180 East Fifth Street
                               St. Paul, MN. 55101

    Tenant's Name and          Nextel WIP Lease Corporation,
    type of entity:            a Delaware Corporation

    Tenant's Address           Nextel WIP Lease Corporation
    for Notices:               10901 Bren Road East
                               Minetonka, MN 55343

                               With a copy to:
                               Nextel Partners, Inc.
                               4500 Carillon Point
                               Kirkland, WA 98033
                               Attention: General Counsel

2. DEFINITIONS AND BASIC TERMS

The following definitions and basic terms shall have the indicated meanings when
used in this Lease:

a.    Building:                 The building known as Bren Road East I located
                                or to be located on the land described on
                                Exhibit "A" attached hereto and whose street
                                address is 10901- 10952 Bren Road East,
                                Minnetonka, MN 55343

b.    Premises:                 Suite No. 10901 in the Building. The Premises
                                are outlined on the plan attached to the Lease
                                as Exhibit "B".

c.    Property:                 The Building, the parcel of land upon which the
                                Building is situated and any other improvements
                                located thereon.

d.    Tenant's Rentable
      Square Feet:              12,684

e.    Total Rentable Square
      Feet in the Building:     73,529
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f.    Tenant's Proportionate
      Share:                    17.25 % which is the percentage obtained by
                                dividing (i) Tenant's Rentable Square Feet by
                                (ii) the total Rentable Square Feet in the
                                Building.

g.    Scheduled
      Commencement Date:        April 1,1999

h.    Commencement Date:        The Commencement Date is defined in Section 4.

i.    Term:                     Thirty-six (36) months, commencing on the
                                Commencement Date subject to adjustment and
                                earlier termination as provided in the Lease.

j.    Base Rent:               Lease Years                Monthly       Annual
                                                         Base Rent    Base Rent

                               4/1/99 through 3/31/2000  $ 9,777.25  $117,327.00
                               4/1/00 through 3/31/2001  $10,070.57  $120,846.81
                               4/1/01 through 3/31/2002  $10,372.68  $124,472.21

k.    Additional Rent:          Additional Rent is defined in Section 6.

l.    Rent:                     Base Rent, Additional Rent and all other sums
                                that Tenant may owe to Landlord under this
                                Lease.

m.    Security Deposit:         $ None

n.    Expense Stop/
      Base Year:                Intentionally Omitted

o.    Permitted Use:            Tenant may use the Premises for all lawful
                                purposes in connection with its business of
                                operating a wireless communications company
                                including without limitation, general office
                                use, sales of wireless service and equipment
                                used in its business.

p.    Property Management
      Company/Address:          Frauenshuh Companies
                                180 East 5th Street, Suite 160
                                St. Paul, MN 55101

q.    Guarantor(s)
      (name and address):       Intentionally Omitted

r.    Parking Spaces:           thirty-four (34) unassigned, unreserved parking
                                spaces

3. LEASE OF PREMISES

      Landlord, in consideration of the Rent to be paid and the covenants and
      agreements to be performed by Tenant, does hereby lease unto Tenant the
      Premises, together with the non-exclusive right and easement to use the
      parking, if any, and any other common facilities in or on the Building and
      the Property (including, without limitation, the driveways, sidewalks,
      loading and unreserved parking areas, lobbies and hallways) which may from
      time to time be furnished by Landlord, in common with Landlord and the
      tenants and occupants of the Building, and their respective agents,
      employees, customers and invitees; subject however to reasonable
      restrictions by Landlord as to the use of the foregoing.


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4. TERM

      The Commencement Date shall be the later of:

      a.    the Scheduled Commencement Date or;

      b.    the date of substantial completion of the Premises by Landlord, as
            defined below; provided the Commencement Date shall not be extended
            for delays which are due to (x) special changes or additions
            required by Tenant; (y) delays of Tenant in submitting plans or
            specifications, supplying information, giving authorization, or (z)
            any default or other delay caused solely by Tenant (collectively,
            "Tenant Delays"). Subject to an inspection of the Premises prior to
            taking possession, the Tenant shall be bound by a written
            certification by Landlord as to the date that the Premises are ready
            for occupancy by the Tenant and, in the event that there are Tenant
            Delays, the Landlord's architect shall determine in its reasonable
            discretion the date that the Premises would have been ready for
            occupancy but for such Tenant Delays.

            If the Commencement Date is not the first day of a calendar month,
            then the Term shall be extended by the time between the Commencement
            Date and the first day of the next month. If this Lease is executed
            before the Premises become vacant or otherwise available and ready
            for occupancy by Tenant, or if any present occupant of the Premises
            holds over and Landlord cannot acquire possession of the Premises
            before the Commencement Date, then (a) Landlord shall not be in
            default hereunder or be liable for damages therefore and (b) Tenant
            shall accept possession of the Premises when Landlord tenders
            possession thereof to Tenant. Notwithstanding the foregoing, by
            occupying the Premises, Tenant shall be deemed to have accepted the
            Premises in their condition as of the date of such occupancy, and
            the Commencement Date shall be the date of such occupancy. Tenant
            shall execute and deliver to Landlord, within ten days after
            Landlord has requested same, a letter confirming (i) the
            Commencement Date, (ii) that Tenant has accepted the Premises, and
            (iii) that Landlord has performed all of its obligations with
            respect to the Premises (except for punch-list items specified in
            such letter). The term "substantial completion" (or "substantially
            complete") as used in the Lease means the date when the Premises are
            ready for occupancy by Tenant, subject to completion of minor
            details of construction or minor mechanical adjustments that do not
            materially interfere with Tenant's occupancy.

5. PAYMENT OF RENT

      a.    Payment. Tenant shall timely pay to Landlord, without demand
            deduction, abatement or offset (except as otherwise expressly set
            forth herein), the Base Rent, Additional Rent and all other rent at
            Landlord's Payment Address. Base Rent shall be payable monthly in
            advance in United States dollars.

            The first monthly installment of Base Rent shall be due and payable
            contemporaneously with the execution of this Lease; thereafter,
            monthly installments of Base Rent shall be due on the first day of
            the second full calendar month of the Term and continuing thereafter
            on the first day of each succeeding calendar month during the Term.
            Base Rent for any fractional month shall be prorated based on 1/365
            of the current annual Base Rent for each day of the partial month
            this Lease is in effect. If the Commencement Date does not fall on
            the first (1st) day of a month, Base Rent for the fractional month
            shall be due on the Commencement Date.

      b.    Late Payments. Tenant hereby acknowledges that late payment by
            Tenant to Landlord of rent and other sums due hereunder will cause
            Landlord to incur costs not contemplated by this Lease, the exact
            amount of which will be extremely difficult to ascertain. Such costs
            include, but are not limited to, processing and accounting charges,
            and late charges which may be imposed on Landlord by the terms of
            any mortgage or Deed of Trust, covering the premises. Accordingly,
            if any installment of rent or any other sum due from Tenant shall
            not be received by Landlord or Landlord's designee within five (5)
            days after such amount shall be due, Tenant shall pay to Landlord a
            late charge equal to 10% of such overdue amount or the maximum
            allowed by law. Acceptance of such late charge by Landlord shall in
            no event constitute a waiver of Tenant's default with respect to
            such overdue amount, nor prevent Landlord from exercising any of the
            other rights and remedies granted hereunder.

      c.    Tenant shall also pay to Landlord monthly as additional rent without
            demand any rent tax,


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            sales tax or other tax (other than Landlord's income tax) which may
            be levied by any authorized governmental authority against the Base
            Monthly Rent or any additional rent payable to Landlord under this
            Lease.

      d.    Landlord may from time to time designate a lock box collection agent
            for the collection of rents or other charges due Landlord. In such
            event, the date of payment shall be the date of receipt by the lock
            box collection agent of such payment (or the date of collection of
            any such sum if payment is made in the form of a negotiable
            instrument thereafter dishonored upon presentment); however, for the
            purposes of this Lease, no such payment or collection shall be
            deemed "accepted" by Landlord if an Event of Default shall have
            occurred, and if Landlord thereafter remits a check payable to
            Tenant in the amount received by the lock box collection agent
            within twenty one (21) days after the amount sent by Tenant is
            received by the lock box collection agent or, in the case of a
            dishonored instrument, within twenty one (21) days after collection.
            Neither the negotiation of Tenant's negotiable instrument by the
            lock box collection agent, nor the possession of the funds by
            Landlord during the twenty one (21) day period, nor the return of
            any such sum to Tenant shall be deemed to be inconsistent with the
            rejection of Tenant's tender of such payment (or collection), nor
            shall any of such events be deemed to be a waiver of any breach by
            Tenant of any terms, covenant or condition of this Lease nor a
            waiver of any Landlord's rights or remedies.

6. ADDITIONAL RENT

      a.)   TAXES, INSURANCE AND ASSESSMENTS: As additional rent, Tenant shall
            pay to Landlord on the first day of each month 1/12 Tenant's pro
            rata share of the estimated real property tax on the leased premises
            for the current year plus 1/12 Tenant's pro rata share of the
            current premium for any liability or casualty insurance carried by
            Landlord on the leased premises. If the actual property tax and
            insurance is greater than that estimated by Landlord, Tenant shall
            pay the excess amount within thirty (30) days after billing by
            Landlord. If the actual real property tax and insurance is less than
            that estimated by Landlord, Landlord shall refund the overpayment to
            Tenant within thirty (30) days after payment of the tax and/or
            insurance by Landlord. As used in this paragraph, "real property
            tax" shall mean any form of assessment (both general and special),
            levy, penalty, or tax (other than estate or inheritance tax) imposed
            by any authority having direct or indirect power to tax any legal or
            equitable interest of Landlord in the leased premises, including any
            tax on rent (other than income tax) in lieu of or in addition to
            normal real property taxes or assessments. Any such billings by
            Landlord to Tenant that is not paid within 30 days shall bear
            interest at 15% per annum. Owner shall have the exclusive right, but
            not the obligation, to contest or appeal any assessment of Real
            Estate Taxes levied on the Property by any governmental or
            Quasigovernmental taxing agency.

            The Tenant shall be responsible for the filing of all Personal
            Property tax returns and the payment of taxes thereon, on all
            contents and/or fixtures owned by the Tenant, that are considered
            Personal Property by the Taxing authority or authorities having
            jurisdiction over leased premises.

            Tenant shall pay all sales and use taxes, other than those taxes
            imposed upon the rents received by the Landlord hereunder.

            In the case of non-payment by Tenant of any of the above taxes and
            assessments, Landlord may at its option, recover from Tenant such
            sums or elect to hold Tenant in default under the term of this lease
            and exercise any or all remedies as indicated herein or permitted by
            law. The fact that the Landlord may fail to bill the Tenant, under
            the terms of this agreement, shall not constitute a waiver of
            payment by the Tenant to the Landlord for future years or the year
            omitted.

      b.)   COMMON AREA: i.) The "Common Area" is part of the property
            designated by Landlord from time to time for the common use of all
            Tenants, including among other facilities, parking area, sidewalks,
            landscaping, curbs, loading areas, private streets, alleys, lighting
            facilities, signs and other areas and improvements provided by
            Landlord for the common use of all Tenants, all of which shall be
            subject to Landlord's sole management and control and shall be
            operated and maintained in reasonably good order and condition,
            except for damage occasioned by Tenant, or its employees, agents or
            invitees. Landlord


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            reserves the right to change from time to time the dimensions and
            location of the Common Area as well as the location, dimensions,
            identity and type of any building shown on Exhibit B-1 and to
            construct additional buildings or additional stories on existing
            buildings or other improvements on the property and to eliminate
            buildings from the plan shown on Exhibit B-1. Tenant and its
            employees, customers, subtenants, licensees and concessionaires
            shall have the nonexclusive right and license to use the Common Area
            as constituted from time to time, such use to be in common with
            Landlord, other Tenants of the building and other persons permitted
            by Landlord to use the same, and subject to such reasonable rules
            and regulations governing use as Landlord may from time to time
            prescribe, including the designation of specific areas within the
            property or in reasonable proximity thereto in which automobiles
            owned by the Tenant, its employees, subtenants, licensees and
            concessionaires shall be parked. Tenant will furnish to Landlord
            upon request a complete list of license numbers of all automobiles
            operated by Tenant, its employees, subtenants, licensees or
            concessionaires. Tenant shall not solicit business or display
            merchandise within the Common Area without the prior written consent
            of the Landlord. Landlord may temporarily close any part of the
            Common Area for such periods of time as may be necessary to prevent
            the public from obtaining prescriptive rights or to make repairs or
            alterations.

      ii.)  Tenant agrees to pay as an additional charge each month 1/12
            Tenant's pro rata share of the cost of operation and maintenance of
            the Common Area including, among other costs, those incurred for
            lighting, (including that on the common area monument sign), water,
            sewage, painting, cleaning, policing, inspecting, landscaping,
            gardening, resurfacing, striping, bumpers, garbage disposal,
            repairing, replacing, guarding and protecting all of which may be
            incurred by Landlord in its discretion. Landlord shall make monthly
            or other periodic charges to Tenant based upon the estimated annual
            cost of operation and maintenance of the Common Area, payable in
            advance but subject to adjustment after the end of the year on the
            basis of the actual cost for such year. Any such periodic charges
            shall be due and payable (within 30 days of receipt of such charges)
            upon delivery of notice thereof.

      c.)   UTILITIES, HEAT, ETC.: Tenant shall pay as additional rent all rates
            and charges for water, gas, electronic security protection, electric
            current, steam, sewers, refuse removal, telephone or without
            limitation any other service used during the full term of this
            lease. If any such service is not separately metered by or for each
            Tenant but rather is furnished through one master meter, the Tenant
            shall pay a pro rata share of any charge based on Tenant's square
            footage of leased premises as a percentage of the total square
            footage of the building to which said charge is applicable. Tenant
            or Landlord, at its own option and expense, shall have the right to
            install separate meters for any utility.

7. SECURITY DEPOSIT

      Intentionally Omitted

8. USE

      Tenant shall continuously occupy and use the Premises only for the
      Permitted Use and shall comply with all laws, orders, rules, and
      regulations relating to the use, condition, and occupancy of the Premises.
      The Premises shall not be used for any use which is disreputable or
      creates extraordinary fire hazards or results in an increased rate of
      insurance on the Building or its contents or the storage of any hazardous
      materials or substances. If, after thirty (30) days prior written notice
      and an opportunity to cure Tenant's acts cause, the rate of insurance on
      the Building or its contents to increase, then, Tenant shall pay to
      Landlord the amount of such increase on demand. Tenant shall conduct its
      business and control its agents, employees, and invitees in such a manner
      as not to create any nuisance or interfere with other tenants or Landlord
      in its management of the Building.

9. TENANT IMPROVEMENTS

      Improvements. Any tenant finish improvements to be provided by Landlord
      for the Premises are described on Exhibit "E" attached hereto.


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10. ALTERATIONS

      All improvements to the Premises made after the Commencement Date shall be
      installed at the expense of Tenant only in accordance with plans and
      specifications which have been previously submitted to and approved in
      writing by Landlord. After the initial Tenant improvements are made, no
      alterations or physical additions in or to the Premises may be made
      without Landlord's prior written consent, which shall not be unreasonably
      withheld or delayed; however, Landlord may withhold its consent to any
      alteration or addition that would affect the Building's structure, or
      would materially and adversely affect the Building's HVAC, plumbing,
      electrical, or mechanical systems. Tenant shall not paint or install
      lighting or decorations, signs, window or door lettering, or advertising
      media of any type on or about the Premises without Landlord's prior
      consent; provided however that Tenant may, without the prior written
      consent of Landlord display in and about The Premises non-permanent
      lighting ( e.g. Desk and floor lamps) decorations ( wall hangings,
      posters, white boards, photographs, charts, etc.) Signs, posters internal
      announcements and memoranda, advertising and marketing material, or other
      similar items used in the ordinary course of Tenant's business. All
      permanent alterations, additions, or improvements affixed to the Premises
      either by Landlord or Tenant, shall be Landlord's property at the end of
      the Term and shall remain on the Premises (unless Landlord requires
      removal of same) without compensation to Tenant. Approval by Landlord of
      Tenant's plans and specifications prepared in connection with any
      improvements in the Premises shall not constitute a representation or
      warranty as to the adequacy or sufficiency of such plans and
      specifications, or the improvements to which they relate, for any use,
      purpose, or condition, but such approval shall merely be the consent of
      Landlord as required hereunder. Tenant shall be responsible for the cost
      of all action required to comply with the requirements of the Americans
      with Disabilities Act of 1990 (the "ADA"), and all rules, regulations, and
      guidelines promulgated thereunder, as the same may be amended from time to
      time, necessitated by any installations, additions, or alterations made in
      or to the Premises at the request of or by Tenant or by Tenant's use of
      the Premises (other than retrofit whose cost has been particularly
      identified as being payable by Landlord in an instrument signed by
      Landlord and Tenant). If Landlord's prior consent is required, such
      consent shall not be unreasonably withheld or delayed; however, Landlord
      may withhold its consent to any such painting or installation which would
      affect the appearance of the exterior of the Building or of any common
      areas of the Building. Landlord shall be responsible for the cost of
      compliance with the ADA for all portions of the Property not subject to
      the Premises or other leases with tenants.

11. LANDLORD'S SERVICES

      a.    Services. Provided no Event of Default exists, and subject to
            interruptions beyond Landlord's control, Landlord shall use all
            reasonable efforts to furnish to Tenant utility services to the
            building (e.g. gas, water and electric). Landlord shall maintain the
            common areas of the Building in reasonably good order and condition,
            except for damage occasioned by Tenant, or its employees, agents or
            invitees.

      b.    Excess Utility Use. Intentionally Omitted

      c.    Change or Discontinuance. Landlord's obligation to furnish services
            under Section 11a shall be subject to the rules and regulations of
            the supplier of such services and governmental rules and
            regulations. Landlord may change or discontinue services as needed
            to comply with such rules or regulations.

      d.    Restoration of Services; Abatement. Landlord shall use reasonable
            efforts to restore any service that becomes unavailable. Any
            unavailability shall not render Landlord liable for any damages
            caused thereby, nor shall be a constructive eviction of Tenant,
            constitute a breach of any implied warranty, or, except as provided
            in the next sentence, entitle Tenant to any abatement of Tenant's
            obligations hereunder. However, if Tenant is prevented from making
            reasonable use of the Premises for more than forty-five (45)
            consecutive days because of the unavailability of any such service,
            Tenant shall, at its option, be entitled to terminate this Lease
            Agreement or, be entitled to a reasonable abatement of Rent for each
            consecutive day (after such forty-five (45) day period) that Tenant
            is so prevented from making reasonable use of the Premises. Tenant
            agrees to promptly notify Landlord in writing of any interruption of
            services.

      e.    Additional Services. Should Tenant desire any additional services
            beyond those described here or service outside the normal times
            Landlord provides such services, Landlord may (at Landlord's
            option), upon reasonable advance notice from Tenant, furnish such
            services and


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            Tenant shall pay Landlord such charges as may be agreed on between
            Landlord and Tenant, but in no event at a charge less than
            Landlord's actual cost plus overhead for the additional services
            provided. By way of illustration and not limitation, special
            equipment requiring abnormal use of water or electricity used as a
            power source for data processing machines, including air
            conditioning costs therefor, large business machines and similar
            equipment of high electrical consumption shall not be standard and
            the costs thereof shall be paid by Tenant within ten (10) days after
            Landlord delivers to Tenant an invoice therefor. Landlord shall, at
            Tenant's sole cost and expense, install separate meters for
            measuring consumption of non-standard services within the Premises.

12. REPAIRS

      a.    Landlord's Repair Obligations. Within a thirty (30) days following
            receipt of written notice from Tenant of the necessity therefor,
            Landlord shall make necessary repairs to maintain the structure of
            the Premises and the Building. "Structure" or "structural" for
            purposes of this Lease shall mean only the following: foundation,
            roof framing and roof, weight bearing columns and weight bearing
            walls (specifically excluding interior surfaces). If any such repair
            is required because of any act, neglect, or fault of Tenant, its
            agents, employees, licensees, or contractors, then Tenant shall pay
            all costs therefor within ten (10) days after Landlord has delivered
            the Tenant an invoice therefor. Landlords failure to make such
            repairs within thirty days, or if such repairs are not capable of
            being completed within such thirty days, Landlord's failure to
            diligently pursue completion of such repairs in a timely and
            reasonable fashion shall constitute an Event of Default by Landlord
            of this Lease Agreement. If the need for such repairs or the repair
            process interferes with or disrupts Tenants use and enjoyment of the
            Premises, in addition to all other rights available to Tenant under
            this Lease, at law or in equity, Tenant shall be entitled to an
            abatement of rent until such repairs are completed.

      b.    Tenant's Repairs. Tenant agrees to promptly make all repairs
            (including replacements and alterations where necessary) necessary
            to keep the interior of the Premises in good order, repair and
            condition, except for those necessitated by reasonable use and wear
            and to repair any damage caused by Tenant or Tenant's agents,
            contractors, or invitees to any of the Property. The interior shall
            include:

                  (i)   interior faces of the exterior walls of the building;

                  (ii)  interior face of the ceilings;

                  (iii) floor coverings;

                  (iv)  portion of the wiring, plumbing, pipes, conduits and
                        other water, sewerage, utility, and sprinkler fixtures
                        and equipment in the Premises which serve the Premises
                        exclusively; and which are not located within the
                        floors, walls or ceiling; and

      c.    Performance of Work. All work described in Sections 9 and 10 above
            and in this Section 12 shall be performed only by Landlord or by
            contractors and subcontractors approved in writing by Landlord.
            Prior to beginning any work, Tenant shall cause all contractors and
            subcontractors hired by Tenant to procure and maintain insurance
            against such risks, in such amounts, as set forth in Section 15c and
            as Landlord may reasonably require, and shall procure payment and
            performance bonds reasonably satisfactory to Landlord covering the
            cost of the work. All such work shall place the Property in as good
            or better condition as that which existed at the time of such repair
            and shall be performed in accordance with all legal requirements and
            in a good and workmanlike manner so as not to damage any portion of
            the Property. Any such work which may affect the HVAC, electrical
            system, or plumbing must be approved by an engineer acceptable to
            Landlord.

      d.    Mechanic's Liens. Tenant shall not permit any mechanic's or other
            liens to be filed against the Premises or the Property for any
            obligation incurred by or at the request of Tenant. If such a lien
            is filed, then Tenant shall, no later than ten (10) days after
            Landlord has notified Tenant, either pay the amount of the lien or
            diligently contest such lien and deliver to Landlord a bond or other
            security reasonably satisfactory to Landlord. If Tenant fails to
            timely take either such action, then Landlord may pay the lien claim
            without inquiry as to the validity thereof, and any amounts so paid,
            including expenses and interest, shall be paid by Tenant to Landlord
            within ten (10) days after Landlord has delivered to Tenant an
            invoice therefor.


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13. TRANSFERS

      a.    Transfers; Consent. Tenant shall not, without the prior written
            consent of Landlord (which Landlord may grant or deny in its sole
            discretion) except as per paragraph c. of this Article 13; (a)
            advertise that any portion of the Premises is available for lease;
            (b) assign, transfer, or encumber this Lease or any estate or
            interest herein, whether directly or by operation of law; (c) permit
            any other entity to become Tenant hereunder by merger,
            consolidation, or other reorganization; (d) if Tenant is an entity
            other than a corporation whose stock is publicly traded, permit the
            transfer of an ownership interest in Tenant so as to result in a
            change in the current control of Tenant; (e) sublet any portion of
            the Premises; (f) grant any license, concession, or other right of
            occupancy of any portion of the Premises; or (g) permit the use of
            the Premises by any parties other than Tenant (any of the events
            listed in clauses (b) through (g) being a "Transfer"). If Tenant
            requests Landlord's consent to a Transfer, then Tenant shall provide
            Landlord with a written description of all terms and conditions of
            the proposed Transfer, copies of the proposed documentation, and the
            following information about the proposed transferee: name and
            address; reasonably satisfactory information about its business and
            business history; its proposed use of the Premises; banking,
            financial, and other credit information; and general references
            sufficient to enable Landlord to determine the proposed transferee's
            credit worthiness and character. Tenant shall reimburse Landlord for
            its attorneys' fees, except for transfers or assignments as per
            paragraph c of this Article 13 and other expenses incurred in
            connection with considering any request for its consent to a
            Transfer. If Landlord consents to a proposed Transfer, then the
            proposed transferee shall deliver to Landlord a written agreement
            whereby it expressly assumes Tenant's obligations hereunder;
            however, any transferee of less than all of the space in the
            Premises shall be liable only for obligations under this Lease that
            are properly allocable to the space subject to the Transfer, and
            only to the extent of the rent it has agreed to pay Tenant therefor.
            Landlord's consent to a Transfer shall not release Tenant from
            performing its obligations under this Lease, but rather Tenant and
            its transferee shall be jointly and severally liable therefor and
            Tenant shall execute any documents reasonably required by Landlord
            to confirm same. Landlord's consent to any Transfer shall not waive
            Landlord's rights as to any subsequent Transfers. If an Event of
            Default occurs while the Premises or any part thereof are subject to
            a Transfer, then Landlord, in addition to its other remedies, may
            collect directly from such transferee all rents becoming due to
            Tenant and apply such rents against Rent. Tenant authorizes its
            transferees to make payments of rent directly to Landlord upon
            receipt of notice from Landlord to do so.

      b.    Additional Compensation. Tenant shall pay to Landlord, immediately
            upon receipt thereof, all compensation received by Tenant for a
            Transfer (whether permitted or not) that exceeds the Rent paid by
            Tenant to Landlord for the applicable portion of the Premises
            covered thereby. Landlord's acceptance of such Additional
            Compensation shall not constitute Landlord's approval of any
            Transfer that was not approved by Landlord or permitted by this
            Lease.

      c.    Assignment and Subletting. Tenant may not assign, or otherwise
            transfer all or any part of its interest in this Agreement or in the
            Premises without prior written consent of Landlord; provided,
            however, that Lessee may assign its interest to its parent company,
            any subsidiary or affiliate of it or its parent company or to any
            successor-in-interest or entity acquiring fifty-one percent (51%) or
            more of its stock or assets. Notwithstanding anything to the
            contrary contained in this Agreement, Tenant may assign, mortgage,
            pledge, hypothecate or otherwise transfer without consent its
            interest in this Agreement to any financing entity, or agent on
            behalf of any financing entity to whom Tenant (i) has obligations
            for borrowed money or in respect of guarantees thereof, (ii) has
            obligations evidenced by bonds, debentures, notes or similar
            instruments, or (iii) has obligations under or with respect to
            letters of credit, bankers acceptances and similar facilities or in
            respect of guaranties thereof.

14. INDEMNITY & LIABILITY L1MITATION

            a.)   Tenant shall indemnify, defend and hold harmless Landlord and
                  its officers, directors, partners, employees, attorneys and
                  agents (collectively, the "Tenant Indemnitees") from and
                  against any and all liability, claims, demands, causes of
                  action, judgments, costs, expenses, and all losses and damages
                  for bodily injury, death and property damage arising from any
                  activity in the Premises even if resulting from the negligent
                  act or omission, (but not willful misconduct), of any of the
                  Tenant Indemnitees, and from all costs, attorney fees and
                  disbursements, and liabilities incurred in the defense of any
                  such claim. Upon notice from Landlord, Tenant shall defend any
                  such claim, demand,


                                       8
<PAGE>

                  cause of action or suit at Tenant's expense by counsel
                  satisfactory to Landlord in its reasonable discretion. The
                  provisions of this subsection (A) shall survive the expiration
                  or earlier termination of this Lease.

            b.)   Landlord shall indemnify, defend and hold harmless Tenant and
                  its officers, directors, partners, employees, attorneys and
                  agents (collectively, the "Landlord Indemnitees") from and
                  against any and all liability, claims, demands, causes of
                  action, judgments, costs, expenses, and all losses and damages
                  for bodily injury, death and property damage arising from any
                  activity in or about the Building (other than the Premises)
                  even if resulting from the negligent act or omission, (but not
                  willful misconduct), of any of Landlord Indemnitees, and from
                  all costs, attorney fees and disbursements, and liabilities
                  incurred in the defense of any such claim. Upon notice from
                  Tenant, Landlord shall defend any such claim, demand, cause of
                  action or suit at Landlord's expense by counsel satisfactory
                  to Tenant in its reasonable discretion. The provisions of this
                  subsection (B) shall survive the expiration or earlier
                  termination of this Lease

15. INSURANCE

      a.    Insurance by Landlord. Landlord shall insure the Building, including
            the Premises, against loss or damage by fire or other hazards by
            maintaining a broad form property insurance policy with extended
            coverages and traditional business interruption coverage. Landlord
            shall not be obligated to insure against damage to Tenant's personal
            property, trade fixtures, or improvements to the Premises. If the
            tenant finish improvements installed by or for Tenant are in excess
            of those provided for in Exhibit F or if any alterations or
            improvements made by Tenant result in an increase in Landlord's
            insurance premiums, then such increase shall be borne by Tenant, who
            shall reimburse Landlord within ten (10) days after being invoiced
            therefor.

      b.    Insurance by Tenant. Tenant shall obtain and keep in effect the
            following insurance insuring Tenant, Landlord and all mortgagees and
            any other person or entity designated by Landlord as having an
            interest in the Property (as their interests may appear):

            (i)   Insurance upon all property in the Premises owned by Tenant or
                  for which Tenant is legally liable and on fixtures and
                  improvements installed in the Premises. Such policies shall be
                  for an amount of the full replacement cost with broad form
                  property coverage with traditional "extended coverage",
                  including but not limited to vandalism, malicious mischief,
                  sprinkler leakage and water damage;

            (ii)  Business interruption insurance in an amount sufficient to
                  reimburse Tenant for direct or indirect loss of earnings
                  attributable to prevention of use or access to the Building or
                  Premises as a result of such perils;

            (iii) Commercial general liability insurance including fire, fire
                  legal liability and "insured contracts" coverage with respect
                  to the Tenant's operations associated with the Building and
                  the Premises, including activities conducted by Tenant and any
                  other person associated with the Tenant in the Premises and
                  Tenant and any other person performing work on behalf of
                  Tenant and those for whom Tenant is by law responsible in any
                  other part of the Building. Such insurance shall be written
                  with inclusive limits of not less than One Million Dollars
                  ($1,000,000) for each occurrence for bodily injury and
                  property damage, and personal injury, or such higher limits as
                  Landlord, acting reasonably, may require from time to time.
                  The limit of said insurance shall not, however, limit the
                  liability of Tenant hereunder. Landlord shall be added as
                  additional insured on all liability policies maintained by
                  Tenant;

            (iv)  Worker's compensation insurance for all Tenant's employees
                  working in the Premises in an amount sufficient to comply with
                  applicable laws or regulations, including employer's
                  liability; and

            (v)   Intentionally Omitted

            All policies of insurance maintained by Tenant shall be in a form
            acceptable to Landlord with an A.M. Best rating of at least
            (A-)(VIII); issued by an insurer acceptable to Landlord and licensed
            to do business in the State of Minnesota; require at least thirty
            (30) days written notice to Landlord of termination or material
            alteration; and provide that the interests of Landlord, its


                                       9
<PAGE>

            mortgagee or those insured parties designated by Landlord shall not
            be invalidated because of any breach or violation of any warranties,
            representations, declarations or conditions contained in the
            policies. All policies must contain a severability of interest
            clause, a cross-liability clause or similar policy language
            incorporated within the controlling policy form, and shall be
            primary and shall not provide for contribution of any other
            insurance available to Landlord, its mortgagee, or those named
            insured parties designated by Landlord. If requested by Landlord,
            Tenant shall, upon the Commencement Date, and thereafter prior to
            the expiration date of each such policy, promptly deliver to
            Landlord, or Landlord's designated representative, certified copies
            and written evidence satisfactory to Landlord that all premiums have
            been paid and all polices are in effect. If Tenant fails to secure
            or maintain any insurance coverage required by Landlord, or should
            insurance secured not be approved by Landlord and such failure or
            approval not be corrected within forty eight (48) hours after
            written notice from Landlord, Landlord may, without obligation,
            purchase such required insurance coverage at Tenant's expense.
            Tenant shall promptly reimburse Landlord for any monies so expended
            as additional rent.

      c.    Tenant's Contractor's Insurance. Tenant shall require any contractor
            of Tenant permitted to perform work in, on, or about the Premises to
            obtain and maintain the following insurance coverage at no expense
            to Landlord:

            (i)   Commercial general liability insurance, including the
                  traditional broad form general liability coverages, in the
                  amount of One Million Dollars ($1,000,000), adding Landlord
                  and Tenant as additional insured parties;

            (ii)  Worker's compensation insurance for all contractor's employees
                  working in the Premises in an amount sufficient to comply with
                  applicable laws or regulations;

            (iii) Employers liability insurance in an amount not less than One
                  Hundred Thousand Dollars ($100,000); and

            (iv)  Any other insurance as Tenant, Landlord or its mortgagee may
                  reasonably require from time to time.

      d.    Increase of Premiums. Tenant will not do anything or fail to do
            anything which will cause the cost of Landlord's insurance to
            increase or which will prevent Landlord from procuring policies
            (including but not limited to public liability) from companies and
            in a form satisfactory to Landlord. If any breach of this Section
            15d by Tenant shall cause the rate of fire or other insurance to be
            increased, Tenant shall pay the amount of such increase as
            additional rent promptly upon being billed therefor.

      e.    Tenant's Additional Insurance. Landlord makes no representation that
            the limits of liability specified to be carried by Tenant under the
            terms of this Lease are adequate to protect Tenant against Tenant's
            undertaking under this Section 15.

16. CASUALTY

      a.    Repair Estimate. If the Premises or the Building are damaged by fire
            or other casualty (a "Casualty"), Landlord shall, within two (2)
            full business days after such Casualty, deliver to Tenant a good
            faith estimate (the "Damage Notice") of the time needed to repair
            the damage caused by the Casualty.

      b.    Landlord's and Tenant's Rights. If, because of a Casualty, Tenant is
            prevented from conducting its business in the Premises in a manner
            reasonably comparable to that conducted immediately before such
            Casualty and Landlord estimates that the damage caused thereby
            cannot be repaired within one hundred eighty (180) days after the
            commencement of repair ("Substantial Casualty"), then Landlord may,
            at its expense, relocate Tenant within ten (10) days from the said
            Casualty to office space reasonably comparable to the Premises,
            provided that Landlord notifies Tenant of its intention to do so in
            the Damage Notice. If Landlord relocates Tenant, Rent shall be
            abated only from the date of such damage until Landlord has
            successfully relocated Tenant, and thereafter, Tenant shall pay to
            Landlord the lesser of the Rent or the fair market rental value of
            the replacement premises (including all additional rent and expenses
            associated therewith). Such relocation may be for a portion of or
            the entire remaining Term. Landlord shall complete any such
            relocation within ten (10) days after Landlord has delivered the
            Damage


                                       10
<PAGE>

            Notice to Tenant. If Landlord does not elect to relocate Tenant
            following such Substantial Casualty or if Landlord fails or is
            otherwise incapable of relocating Tenant within such ten (10) days,
            then, unless Tenant caused such damage, Tenant may terminate this
            Lease by delivering written notice to Landlord of its election to
            terminate within thirty (30) days after the Damage Notice has been
            delivered to Tenant. Following a Substantial Casualty, if Landlord
            does not relocate Tenant and Tenant does not terminate this Lease,
            then Landlord shall repair the Building or the Premises, as the case
            may be, as provided below, and Rent for any portion of the Premises
            necessary for Tenant's business that was rendered untenantable shall
            be reasonably abated from the date of damage until the completion of
            the repair, unless Tenant caused such damage, in which case, Tenant
            shall continue to pay Rent without abatement. Rent shall not be
            abated or reduced for a Casualty which is not a Substantial
            Casualty. Notwithstanding the foregoing, if a Casualty damages a
            material portion of the Building, and Landlord makes a good faith
            determination that restoring the Premises would be uneconomical, or
            if Landlord is required to pay any insurance proceeds arising out of
            the Casualty to Landlord's Mortgagee (defined below), then Landlord
            may terminate this Lease by giving written notice of its election to
            terminate within thirty (30) days after the Damage Notice has been
            delivered to Tenant, and Rent shall be abated as of the date of the
            Casualty.

      c.    Repair Obligation. If neither party so elects to terminate this
            Lease following a Casualty, then Landlord shall, within a reasonable
            time after such Casualty, restore the Building and Premises to
            substantially the same or better condition as they existed
            immediately before such Casualty; however, Landlord shall not be
            required to repair or replace any part of the furniture, equipment,
            fixtures, and other improvements which may have been placed by, or
            at the request of, Tenant or other occupants in the Building or the
            Premises, and Landlord's obligation to repair or restore shall be
            limited to the extent of the insurance proceeds actually received by
            Landlord for the Casualty in question.

17. CONDEMNATION

      a.    Eminent Domain. If any part of the Property is taken by right of
            eminent domain or conveyed in lieu thereof (a "Taking"), and such
            Taking prevents Tenant from conducting its business in the Premises
            in a manner reasonably comparable to that conducted immediately
            before such taking then Landlord may, at its expense, relocate
            Tenant to space reasonably comparable to the Premises, provided that
            Landlord notifies Tenant of its intention to do so within two (2)
            full business days after the Taking. Such relocation shall be for
            the remaining Term. Landlord shall complete any such relocation
            within ten (10) days after Landlord has notified Tenant of its
            intention to relocate Tenant. If Landlord does not elect to relocate
            Tenant following such Taking or if Landlord fails or is otherwise
            incapable of relocating Tenant within such ten (10) days, then
            Tenant may terminate this Lease as of the date of such Taking by
            giving written notice to Landlord within sixty (60) days after the
            Taking, and Rent shall be prorated on the later of the date of such
            Taking or the date Tenant actually vacates the Premises. After a
            Taking, if Landlord does not terminate this Lease or relocate Tenant
            and Tenant does not terminate this Lease, then Rent shall be abated
            on a reasonable basis as to that portion of the Premises which was
            necessary for Tenant's business and which was rendered untenantable
            by the Taking. Rent shall not be reduced or abated for any
            condemnation which does not constitute a Taking.

      b.    Taking - Landlord's Rights. If all or any material portion of the
            Building becomes subject to a Taking, or if Landlord is required to
            pay any of the proceeds received for a Taking to Landlord's
            mortgagee, then this Lease, at the option of Landlord, exercised by
            written notice to Tenant within thirty (30) days after such Taking,
            shall terminate and Rent shall be apportioned as of the date of such
            Taking.

      c.    Award. If any Taking occurs, then Landlord shall receive the entire
            award or other compensation for the Property taken, and Tenant may
            separately pursue a claim against the condemning party for the value
            of Tenant's moving costs, loss of business, and other claims it may
            have, so long as such claim does not in any way impair or adversely
            affect the award that the Landlord is entitled to receive.


                                       11
<PAGE>

18. RULES AND REGULATIONS

            Tenant shall comply with the rules and regulations of the Building
            which are attached hereto as Exhibit "C". Landlord may, from time to
            time, change such rules and regulations for the safety, care, or
            cleanliness of the Building and related facilities, provided that
            such changes are reasonable and are applicable to all tenants of the
            Building. Tenant shall be responsible for the compliance with such
            rules and regulations by its employees, agents, and invitees.

19. SUBORDINATION & MORTGAGEES

      a.    Subordination. This Lease is subject and subordinate to any deeds of
            trust, mortgages or other security instruments which now or
            hereafter encumber all or any portion of the Property or any
            interest of Landlord therein. No further instrument shall be
            required to effect such subordination, but upon request Tenant shall
            execute, acknowledge, and deliver to Landlord any further
            instruments and certificates evidencing such subordination as
            Landlord or any mortgagee of Landlord shall reasonably require.

      b.    Attornment. Notwithstanding Section 19a, any mortgagee of Landlord
            shall have the right at any time to subordinate any such deed of
            trust or mortgage to this Lease, or to any of the provisions hereof
            on such terms and subject to such conditions as such mortgagee may
            consider appropriate in its discretion. At any time, before or after
            the institution of any proceedings for the foreclosure of any such
            deed of trust or mortgage, or the sale of the Building under any
            such deed of trust or mortgage, Tenant shall, upon request of such
            mortgagee, any person succeeding to the interest of such mortgagee,
            or the purchaser at any foreclosure sale ("Successor Landlord"),
            automatically become the Tenant of the Successor Landlord, without
            change in the terms or other provisions of this Lease; provided,
            however, that the Successor Landlord shall not be bound by any
            modification to this Lease made without the consent of the Successor
            Landlord or by any payment of Rent more than one (1) month in
            advance, except for a security deposit previously paid to Landlord
            (and then only if such security deposit has been deposited with and
            is under the control of the Successor Landlord). The agreement of
            Tenant to attorn to a Successor Landlord shall survive any such
            foreclosure sale, trustee's sale, or conveyance in lieu thereof.
            Tenant shall, upon request, before or after any such foreclosure or
            conveyance, execute, acknowledge, and deliver to the Successor
            Landlord instruments evidencing such attornment as the Successor
            Landlord may reasonably require.

      c.    Estoppel Certificates. Tenant shall, from time to time, within ten
            (10) days after request from Landlord, or from any mortgagee of
            Landlord, execute, acknowledge and deliver in recordable form a
            certificate certifying, to the extent true and to the best of
            Tenant's knowledge, that this Lease is in full force and effect and
            unmodified (or, if there have been modifications, that the same is
            in full force and effect as modified and stating the modifications);
            that the Term has commenced and the full amount of the Rent then
            accruing hereunder and the dates to which the Rent has been paid;
            that Tenant has accepted possession of the Premises and that any
            improvements required by the terms of this Lease to be made by
            Landlord have been completed to the satisfaction of Tenant; the
            amount, if any, that Tenant has paid to Landlord as a security
            deposit; that no Rent under this Lease has been paid more than
            thirty (30) days in advance of its due date; that the address for
            notices to be sent to Tenant is as set forth in this Lease (or has
            been changed by notice duly given and is as set forth in the
            certificate); that Tenant, as of the date of such certificate, has
            no charge, lien, or claim of offset under this Lease or otherwise
            against Rent; that, to the knowledge of Tenant, Landlord is not then
            in default under this Lease; and such other matters as may be
            reasonably requested by Landlord or any mortgagee of Landlord. Any
            such certificate may be relied upon by Landlord, any successor of
            Landlord, any mortgagees of Landlord or any prospective purchaser of
            the Building.

      d.    Notice to Mortgagee. No act or failure to act on the part of
            Landlord which would entitle Tenant under the terms of this Lease,
            or by law, to be relieved of Tenant's obligations hereunder or to
            terminate this Lease, shall result in a release of Tenant's
            obligations or termination of this Lease unless (i) Tenant has given
            notice by certified mail to any mortgagee of Landlord whose address
            has been furnished to Tenant, and (ii) Tenant offers such mortgagee
            of Landlord a reasonable time to cure the default (in no event to be
            less than thirty (30) days) but in no event more then ninety (90)
            days, including time to obtain possession of the Building if such
            should prove necessary to effect a cure. No such mortgagee of
            Landlord shall be obligated to Tenant to cure any default by
            Landlord


                                       12
<PAGE>

            hereunder, but if a mortgagee elects in its discretion to effect a
            cure Tenant shall accept same as though done by Landlord, provided
            such cure is effected timely and Tenants other rights have been
            satisfied.

      e.    Non-Disturbance. Notwithstanding anything to the contrary herein,
            Tenant's subordination agreement shall be subject to the requirement
            that Landlord's mortgagee shall attorn to Tenant and shall not
            disturb Tenant's possession of the Premises under this Lease if, at
            the time of any such foreclosure, trustee's sale or conveyance in
            lieu thereof, by Landlord's mortgagee, Tenant is not in default
            hereunder.

20. TAXES

      Tenant shall be liable for all taxes levied or assessed against personal
      property, furniture, or fixtures placed by Tenant in the Premises. If any
      taxes for which Tenant is liable are levied or assessed against Landlord
      or Landlord's property and Landlord elects to pay the same, or if the
      assessed value of Landlord's property is increased by inclusion of such
      personal property, furniture or fixtures and Landlord elects to pay the
      taxes based on such increase, then Tenant shall pay to Landlord, upon
      demand, that part of such taxes for which Tenant is primarily liable
      hereunder, Landlord shall not pay such amounts if Tenant notifies Landlord
      that it will contest the validity or amount of such taxes and thereafter
      diligently proceeds with such contest in accordance with applicable law
      and in a manner that is not inconsistent with the rights of Landlord or
      any other tenants of the Building and the non-payment thereof does not;
      (a) pose a threat of loss or seizure of the Building or interest of
      Landlord therein; or (b) result in the imposition of any fines, penalties
      or interest against Landlord. Notwithstanding the foregoing, Landlord may
      (but shall never be obligated to do so) contest the amount or validity of
      any such taxes.

21. EVENTS OF DEFAULT

      The occurrence of any one of the following events will be an event of
      default by Tenant under this Lease:

      a.    Tenant shall fail to pay Landlord any rental or other sum of money
            when due under this Lease or under any other agreement with Landlord
            concerning the Premises after the expiration of five (5) days
            written notice.

      b.    Tenant shall fail to maintain any insurance that this Lease requires
            Tenant to maintain or shall fail to deliver any certificate of such
            insurance when required by this Lease.

      c.    Tenant shall fail to perform or observe any term, covenant or
            condition of this Lease or any other agreement with Landlord
            concerning the Premises (other than a failure described in the
            preceding subparagraphs 21.(a) and 21.(b)) and Tenant shall not cure
            the failure within ten (10) days after Landlord notifies Tenant
            thereof; but if the failure is of a nature that it cannot be cured
            within such ten (10) day period, Tenant shall not have committed an
            event of default if Tenant commences the curing of the failure
            within such ten (10) day period and thereafter diligently pursues
            the curing of same and completes the cure within thirty (30) days;
            provided, however, that if Tenant fails to perform or observe any
            such term, condition, covenant or provision 2 or more times in any
            Lease year, then notwithstanding that such defaults have been cured
            by Tenant, any further similar failure shall be deemed an event of
            default without notice or opportunity to cure.

      d.    Tenant or any guarantor of Tenant's obligations under this Lease
            shall become insolvent, or shall admit in writing its inability to
            pay its debts when due, shall make a transfer in fraud of its
            creditors, or shall make a general assignment or arrangement for the
            benefit of creditors, or all or substantially all of Tenant's assets
            or the assets of any guarantor of Tenant's obligations under this
            Lease or Tenant's interest in this Lease are levied on by execution
            or other legal process.

      e.    A petition shall be filed by Tenant or any guarantor of Tenant's
            obligations under this Lease to have Tenant or such guarantor
            adjudged a bankrupt, or a petition for reorganization or arrangement
            under any law relating to bankruptcy shall be filed by Tenant or
            such guarantor, or any such petitions shall be filed against Tenant
            or such guarantor and shall not be removed within thirty (30) days.


                                       13
<PAGE>

      f.    A receiver or trustee shall be appointed for all or substantially
            all the assets of Tenant or of any guarantor of Tenant's obligations
            under this Lease or for Tenant's interest in this Lease.

      g.    Tenant shall abandon or vacate any substantial portion of the
            Premises or shall fail to occupy the Premises within thirty (30)
            days after the Term commences and the Premises are ready for
            occupancy.

22. REMEDIES

      a.    Upon the occurrence of any event of default by Tenant, Landlord
            shall have the option, without any notice to Tenant (except as
            expressly provided below) and with or without judicial process, to
            pursue any one or more of the following remedies:

            (i)   Landlord may terminate this Lease, in which event Tenant shall
                  immediately surrender the Premises to Landlord.

            (ii)  Landlord may enter upon and take custodial possession of the
                  Premises by picking the locks if necessary, lock out or remove
                  Tenant and any other person occupying the Premises and alter
                  the locks and other security devices at the Premises, all
                  without Landlord being deemed guilty of trespass or becoming
                  liable for any resulting loss or damage and without causing a
                  termination or forfeiture of this Lease or of Tenant's
                  obligation to pay rent. Landlord shall not, in the event of a
                  lockout by the changing of locks, be required to provide new
                  keys to Tenant.

            (iii) Landlord may terminate Tenant's possession and not this Lease
                  whereby Landlord may enter the Premises and take possession of
                  and remove any and all trade fixtures and personal property
                  situated in the Premises, without liability for trespass or
                  conversion. If Landlord takes possession of and removes
                  personal property from the Premises, then prior to any
                  disposition of the property by sale or until Tenant reclaims
                  the property if no foreclosure by public or private sale is
                  contemplated, Landlord may store the property in a public or
                  private warehouse or elsewhere at the cost of and for the
                  account of Tenant without the resort to legal process and
                  without becoming liable for any resulting loss or damage.

            (iv)  Landlord may perform on behalf of Tenant any obligation of
                  Tenant under this Lease which Tenant has failed to perform,
                  and the cost of the performance will be deemed additional
                  rental and will be payable by Tenant to Landlord upon demand.

      b.    In the event Landlord enters and takes possession of the Premises
            without electing to terminate this Lease, Landlord will have the
            right to relet the Premises for Tenant, in the name of Tenant or
            Landlord or otherwise, on such terms as Landlord deems advisable.
            But Landlord will not be required to incur any expense to relet the
            Premises and the failure of Landlord to relet the Premises shall not
            reduce Tenant's liability for monthly rentals and other charges due
            under this Lease or for damages. Landlord will not be obligated to
            relet for less than the then market value of the Premises or to
            relet the Premises when other comparable rental space in the
            Building is available for lease. Without causing a termination or
            forfeiture of this Lease after an event of default by Tenant,
            Landlord may: (i) relet the Premises for a term or terms to expire
            at the same time as, earlier than, or subsequent to, the expiration
            of the Term; (ii) remodel or change the use and character of the
            Premises; (iii) grant rent concessions in reletting the Premises, if
            necessary in Landlord's judgment, without reducing Tenant's
            obligation for rentals specified in this Lease; and (iv) relet all
            or any portion of the Premises as a part of a larger area. Subject
            to the next subparagraph, Landlord may retain the excess, if any, of
            the rent earned from reletting the Premises over the rentals
            specified in this Lease.

      c.    After any failure by Tenant to pay rent, Landlord may, whether or
            not it has chosen to re-enter and take possession of the Premises,
            but only if Landlord has not notified Tenant of Landlord's election
            to terminate this Lease, collect from and require Tenant to pay an
            amount (a "Rental Deposit") equal to the then present value of all
            Base Rent specified herein for the balance of the Term. However, if
            Landlord has relet the Premises or relets thereafter without first
            terminating this Lease, Landlord will apply any future rentals from


                                       14
<PAGE>

            reletting (but not rental representing reimbursement for Basic Costs
            or rental allocable to any area outside the Premises or rental
            allocable to the period following the Term) in the following manner:
            first, to reduce any amounts then due from Tenant, including but not
            limited to attorneys' fees, brokerage commissions and other expenses
            Landlord may have incurred in connection with the collection of any
            rent, recovery of possession, and redecorating, altering, dividing,
            consolidating with adjoining premises, or otherwise preparing the
            Premises for reletting; and, second, to the repayment of any Rental
            Deposit collected from Tenant. The balance, if any, of the future
            rentals from reletting shall be retained by Landlord as compensation
            for reletting the Premises. Tenant will not be entitled to any
            repayment of the Rental Deposit except as provided herein, but
            Tenant will be relieved of its obligation to make future payments of
            any Base Rent with respect to which it has paid a Rental Deposit to
            Landlord. Landlord will notify Tenant if Landlord elects to collect
            a Rental Deposit after an event of default by Tenant, whereupon the
            Rental Deposit shall be immediately due and payable and may be
            collected by Landlord 6y a suit to enforce payment.

      d.    No re-entry or reletting of the Premises or any filing or service of
            an unlawful detainer action or similar action will be construed as
            an election by Landlord to terminate or accept a forfeiture of this
            Lease or to accept a surrender of the Premises after an event of
            default by Tenant, unless a written notice of such intention is
            given by Landlord to Tenant; but notwithstanding any such action
            without such notice, Landlord may at any time thereafter elect to
            terminate this Lease by notifying Tenant. In the event, however,
            Landlord terminates this Lease after collecting a Rental Deposit as
            provided in the preceding subparagraph, Landlord will reimburse
            Tenant for the excess (if any) of (i) that portion of the Rental
            Deposit collected and attributable to the Base Rent for the period
            following such termination, over (ii) the amount that,
            notwithstanding the termination, Landlord would have been entitled
            to recover from Tenant with respect to such period if Landlord had
            not collected the Rental Deposit.

      e.    Upon the termination of this Lease or termination of Tenant's
            possession other than as a result of a breach or default by
            Landlord, Landlord will be entitled to recover all unpaid rentals
            that have accrued through the date of termination plus the costs of
            performing any of Tenant's obligations (other than the payment of
            rent) that should have been but were not satisfied as of the date of
            such termination. In addition, if the termination follows a material
            event of default (as described in the next subparagraph), Landlord
            will be entitled to recover, not as rent or a penalty but as
            compensation for Landlord's loss of the benefit of its bargain with
            Tenant, the difference between (i) an amount equal to the present
            value of the rental and other sums that this Lease provides Tenant
            will pay for the remainder of the Term and for the balance of any
            then effective extension of the Term, and (ii) the present value of
            the net future rentals for such period that will be or with
            reasonable efforts could be collected by Landlord by reletting the
            Premises. For purposes of determining what could be collected by
            Landlord by reletting under the preceding sentence, it will be
            assumed that Landlord is not required to relet when other comparable
            space in the Building is available for lease and that Landlord will
            not be required to incur any cost to relet, other than customary
            leasing commissions.

      f.    After a material event of default by Tenant, Landlord may recover
            from Tenant from time to time and Tenant shall pay to Landlord upon
            demand, whether or not Landlord has relet the Premises or terminated
            this Lease, (i) such expenses as Landlord may incur in recovering
            possession of the Premises, terminating this Lease, placing the
            Premises in good order and condition and altering or repairing the
            same for reletting; (ii) all other costs and expenses (including
            brokerage commissions and legal fees) paid or incurred by Landlord
            in exercising any remedy or as a result of the event of default by
            Tenant; and (iii) any other amount necessary to compensate Landlord
            for all the detriment proximately caused by Tenant's failure to
            perform Tenant's obligations under this Lease. As used above, a
            material event of default shall mean (i) any failure to pay rent
            described in subparagraph 21 .(a) above; (ii) any failure to
            maintain insurance required by this Lease.

      g.    In the event that any future amount owing to Landlord or offsetting
            an amount owing to Landlord is to be discounted to present value
            under this Lease, the present value shall be determined by
            discounting at the rate of six percent (6%) per annum.

      h.    For the purposes of any suit by Landlord brought or based on this
            Lease, this Lease may, at Landlord's option, be construed to be a
            divisible contract to the end that successive actions


                                       15
<PAGE>

            may be maintained and successive periodic sums shall mature and
            become due hereunder, and the failure to include in any suit or
            action any sum or sums then matured shall not be a bar to the
            maintenance of any suit or action for the recovery of the sum or
            sums so omitted.

      i.    This Paragraph shall be enforceable to the extent not prohibited by
            applicable law, and the unenforceability of any provision in this
            Paragraph shall not render any other provision unenforceable. Tenant
            will be presumed to have abandoned the Premises if goods, equipment,
            or other property, in an amount substantial enough to indicate a
            probable intent to abandon the Premises, is being or has been
            removed from the Premises and the removal is not within the normal
            course of Tenant's business.

      j.    Landlord's pursuit of any remedy specified in this Lease will not
            constitute an election to pursue that remedy only, nor preclude
            Landlord from pursuing any other remedy available at law or in
            equity, nor constitute a forfeiture or a waiver of any rent or other
            amount due to Landlord as described below.

23. LANDLORD'S LIEN

      Intentionally Omitted

24. NON-WAIVER

      Landlord's acceptance of Rent following an Event of Default shall not
      waive Landlord's rights regarding such Event of Default. No waiver by
      Landlord of any violation or breach of any of the terms contained herein
      shall waive Landlord's rights regarding any future violation of that term
      or any other term. No custom or practice which may occur or develop
      between the parties in connection with the terms of this Lease shall be
      construed to waive or lessen Landlord's right to insist upon strict
      performance of the terms of this Lease.

25. SURRENDER OF PREMISES

      No act by Landlord shall be deemed an acceptance of a surrender of the
      Premises, and no agreement to accept a surrender of the Premises shall be
      valid unless the same is in writing and signed by Landlord. At the
      expiration or termination of this Lease, Tenant shall immediately deliver
      to Landlord the Premises with all improvements located thereon in good
      repair and condition, reasonable wear and tear excepted (and condemnation
      and Casualty damage not caused by Tenant, as to which Sections 16 and 17
      shall control), and shall deliver to Landlord all keys to the Premises and
      access cards to the Building. Provided that Tenant has performed all of
      its obligations hereunder, Tenant may remove all unattached trade
      fixtures, furniture, and personal property placed in the Premises by
      Tenant (but Tenant shall not remove any such item which was paid for, in
      whole or in part, by Landlord). Additionally, Tenant shall promptly remove
      such alterations, additions, improvements, trade fixtures, equipment,
      wiring, and furniture as Landlord may request; however, Tenant shall not
      be required to remove any addition or improvement to the Premises if
      Landlord has specifically agreed in writing that the improvement or
      addition in question shall not be removed. Tenant shall repair all damage
      caused by such removal. All items not so removed shall be deemed to have
      been abandoned by Tenant and may be appropriated, sold, stored, destroyed,
      or otherwise disposed of by Landlord without notice to Tenant and without
      any obligation to account for such items. If Tenant fails to surrender the
      Premises, Landlord shall have the right, without notice and without
      resorting to legal process, to enter upon and take possession of the
      Premises and to expel or remove Tenant and its effects. The provisions of
      this Section shall survive the end of the Term.

26. HOLDING OVER

      a.    If, at the expiration of the Term of this Lease, Tenant continues to
            occupy the Leased Premises with the written consent of Landlord,
            then Tenant shall be a Tenant from month to month at a monthly rent
            as established by Landlord and subject to all of the other terms and
            conditions of this Lease.

      b.    If, at the expiration of the term of this Lease or other termination
            of this Lease, Tenant continues to occupy the Leased Premises
            without the written consent of Landlord, or if no new agreement
            shall have been entered into by the parties hereto, then Tenant
            shall be a Tenant at will only, and Tenant's continued occupancy
            shall not defeat Landlord's right to possession of


                                       16
<PAGE>

            the Leased Premises at any time, with or without notice. Tenant
            shall pay Rent equal to the greater of (a) 200% of the monthly Base
            Rent and Additional Rent payable during the last month of the Term,
            or (b) the prevailing rental rate in the Building for similar space.
            In such event, Tenant shall pay Rent on a monthly basis and shall
            not be entitled to a daily proration. In addition, Tenant shall pay
            to Landlord all damages, costs and expenses incurred, directly or
            indirectly, by Landlord by reason of Tenant's retention of
            possession of the Leased Premises after such expiration or
            termination. Tenant shall indemnify Landlord against all claims made
            by any other tenant or prospective tenant against Landlord resulting
            from delay by Landlord in delivering possession of the Leased
            Premises to such other tenant or prospective tenant as a result of
            such holdover.

            No payments of money by Tenant to Landlord after the termination of
            this Lease shall reinstate, continue, or extend the lease term and
            no extension of this lease after the termination thereof shall be
            valid unless and until the same shall be reduced to writing and
            signed by both Landlord and Tenant.

27. RIGHTS RESERVED BY LANDLORD

      Landlord has the following rights, exercisable without notice to Tenant
      and without causing an eviction (constructive or actual) or disturbance of
      Tenant's possession of the Premises and without giving rise to any claim
      for setoff or abatement of rent:

      a.    to change the Building's name or street address;

      b.    to install signs on the exterior and interior of the Building,
            excluding the interior of the Tenant's Premises;

      c.    to designate and approve, prior to installation, all types of window
            shades, blinds, drapes, awnings, window ventilators and other
            similar equipment, and to control all internal lighting that may be
            visible from the exterior of the Building;

      d.    to enter upon the Premises at reasonable hours to inspect, clean or
            make repairs or alterations (without implying any obligation to do
            so) and upon reasonable notice to Tenant and without disrupting
            Tenant's quiet use and enjoyment of the Premises to show the
            Premises to prospective lenders, purchasers and tenants and, if the
            Premises are vacated, to prepare them for reoccupancy;

      e.    to retain and use in appropriate instances keys to all doors into
            and within the Premises (Tenant will not change or add locks without
            the prior written consent of Landlord);

      f.    to decorate and to make repairs, alterations, additions or
            improvements (whether structural or otherwise) to and about the
            Building and, for such purposes, to enter upon the Premises, to
            temporarily close doors, entryways, public space and corridors in
            the Building, to temporarily suspend Building Services and
            facilities and to change the arrangement and location of entrances
            or passageways, doors and doorways, corridors, elevators, stairs,
            toilets, or other Common Areas, all without abatement of rent or
            impairing Tenant's obligations so long as the Premises remain
            reasonable accessible and fit for the use expressly permitted in
            this Lease;

      g.    to grant to anyone the exclusive right to conduct any business or
            render any service in or to the Building (including the exclusive
            right to sell any food or beverages), provided such exclusive right
            does not exclude Tenant from the use expressly permitted in this
            Lease;

      h.    to approve the weight, size and location of safes and other heavy
            equipment and articles in the Premises and to require that all such
            items and all furniture be moved into and out of the Building and
            Premises at the times and in the manner directed by Landlord
            (movements of Tenant's property into or out of the Building and
            within the building are entirely at the risk and responsibility of
            Tenant); and

      i.    to take any measures (without implying any obligation to do so)
            Landlord deems advisable for the security of the Building and its
            occupants, including the evacuation of the Building for


                                       17
<PAGE>

            drill purposes and the closing of the Building after normal business
            hours, subject, however, to Tenant's right to admittance when the
            Building is closed under reasonable regulations prescribed by
            Landlord from time to time.

28. LANDLORD'S DEFAULT

      a.    All covenants of Tenant in this Lease are independent covenants, not
            conditioned upon Landlord's satisfaction of its obligations
            hereunder, except to the extent otherwise specifically provided
            herein. Tenant waives any statutory lien it may have against the
            rent due under this Lease or against Landlord's property in Tenant's
            possession.

      b.    If Landlord defaults in the performance of any of its obligations
            under this Lease, Landlord will have thirty (30) days to cure after
            Tenant notifies Landlord of the default; or if the default is of a
            nature to require more than thirty (30) days to remedy, Landlord
            will have the time reasonably necessary to cure it. Provided that at
            all such times Landlord is diligently working to cure such default
            and provided further that this cure provision shall not affect or
            waive Tenant's right to an abatement of Rent as set forth herein.

            Notwithstanding anything in this paragraph 28b to the contrary if
            Landlord defaults in the performance of any of its obligations under
            this Lease more than twice in any Lease year, Tenant shall have the
            right to terminate this lease with written notice, but without an
            opportunity to cure.

      c.    Whenever a period of time is prescribed in this Lease for action to
            be taken by Landlord, Landlord will not be liable or responsible
            for, and there shall be excluded from the computation for any such
            period of time, any delays due to strikes, riots, acts of God,
            shortages of labor or materials, war, Applicable Laws or any other
            causes of any kind whatsoever which are beyond the control of
            Landlord.

      d.    Tenant agrees to serve a notice of claimed default or breach by
            Landlord upon the lender holding a first mortgage or deed of trust
            against the Premises (herein called "Landlord's Mortgagee") if
            Tenant has been provided written notice of the name and address of
            such lender. Notwithstanding anything to the contrary contained
            herein, provided that Landlord has given Tenant written notice of
            the name and address of Landlords Mortgagee, Tenant will not
            exercise any right to terminate this Lease because of a default by
            Landlord before allowing such lender the same period following such
            notice to cure the default or breach as is allowed Landlord. But
            this subparagraph will not be interpreted as creating or broadening
            any right of Tenant to terminate this Lease because of a default by
            Landlord.

      e.    The liability of Landlord to Tenant for any default by Landlord
            under the terms of this Lease is limited to the interest of Landlord
            in the Building and the Land, and Tenant agrees to look solely to
            Landlord's interest in the Building and the Land for recovery of any
            judgment from Landlord, it being intended that Landlord shall not be
            personally liable for any judgment or deficiency.

      f.    If any litigation is initiated or defended by any party to the
            Agreement against the other party to this Agreement relating to this
            Agreement or the subject matter hereof, the party prevailing in such
            litigation shall be entitled to recover, in addition to all damages
            allowed and other relief, all reasonable attorneys' fees, court
            costs and other litigation costs incurred in connection therewith.

29. RELOCATION

      Intentionally Omitted

30. PARKING

      Tenant shall be permitted to use its Parking Spaces in the parking lot
      associated with the Building during the initial Term for vehicular
      parking, subject to such terms, conditions and regulations as are from
      time to time applicable to patrons of the parking lot. If Tenant sublets
      any portion of the Premises or assigns any of its interest in this Lease,
      then the parking spaces allocated to Tenant hereunder shall be reduced to
      the extent the ratio between the rentable square feet of the Premises and
      the parking spaces granted to Tenant hereunder exceeds the


                                       18
<PAGE>

      Building standard ratio of parking space per rentable square foot as
      established by Landlord from time to time.

31. MISCELLANEOUS

      a.    Landlord Transfer. Landlord may transfer, in whole or in part, the
            Building and any of its rights under this Lease. If Landlord assigns
            its rights under this Lease, then Landlord shall thereby be released
            from any further obligations hereunder-, provided that the assignee
            assumes all of the Landlord's obligations hereunder.

      b.    Landlord's Liability. The liability of Landlord to Tenant for any
            default by Landlord under the terms of this Lease shall be limited
            to Tenant's actual direct, but not consequential, damages therefor
            and shall be recoverable only from the interest of Landlord in the
            Property, and Landlord and its directors, officers, employees,
            agents, attorneys and representatives shall not be personally liable
            for any deficiency.

      c.    Brokerage. Landlord and Tenant each warrant to the other that it has
            not dealt with any broker or agent in connection with the
            negotiation or execution of this Lease except Landlord's Broker,
            Frauenshuh Companies and Tenant's Broker, Schoening Properties, Inc.
            Tenant and Landlord shall each indemnify the other against all
            costs, expenses, attorneys' fees, and other liability for
            commissions or other compensation claimed by any broker or agent
            claiming the same by, through, or under the indemnifying party.
            Commissions payable to Tenant's Broker shall be paid by Landlord
            only if a written commission agreement has been executed by and
            between Landlord and such broker. Landlord shall be responsible for
            payment of all commissions to Landlord's Broker.

      d.    Notices. All notices and other communications given pursuant to this
            Lease shall be in writing and shall be (i) mailed by first class,
            United States Mail, postage prepaid, certified, with return receipt
            requested, and addressed to the parties hereto at the address
            specified in Section 1 of the Lease, (ii) hand delivered by local
            courier or national overnight delivery service to the intended
            address, or (iii) sent by facsimile transmission or telex followed
            by a confirmatory letter. All notices to Landlord shall be delivered
            to the addresses set forth in the Section 1 and to Landlord's
            property management company at the address set forth in the Section
            2 and all notices to Tenant shall be to Tenant's address(es) set
            forth in Section 1. Notice sent by certified mail, postage prepaid,
            shall be effective three (3) days after being deposited in the
            United States Mail; notices sent by hand delivery or overnight
            courier shall be effective upon delivery to the address of the
            addressee and notices sent by facsimile or telex shall be effective
            when and if actually received by the individual to whom the notice
            is to be directed. The parties hereto may change their addresses for
            notice or payment by giving notice thereof to the other in
            conformity with this provision.

      e.    Severability. It is the parties intention that this Lease be
            enforceable and that it comply with all applicable laws. If any
            clause or provision of this Lease is illegal, invalid, or
            unenforceable under present or future laws, then the remainder of
            this Lease shall not be affected thereby and in lieu of such clause
            or provision, there shall be added as a part of this Lease a clause
            or provision as similar in terms to such illegal, invalid, or
            unenforceable clause or provision as may be possible and be legal,
            valid, and enforceable.

      f.    Amendments; and Binding Effect. This Lease may not be amended except
            by instrument in writing signed by Landlord and Tenant. No provision
            of this Lease shall be deemed to have been waived by Landlord unless
            such waiver is in writing signed by Landlord. The terms and
            conditions contained in this Lease shall inure to the benefit of and
            be binding upon the parties hereto, and upon their respective
            successors in interest and legal representatives, except as
            otherwise herein expressly provided. This Lease is for the sole
            benefit of Landlord and Tenant, and, other than Landlord's
            mortgagee, no third party shall be deemed a third party beneficiary
            hereof.

      g.    Tenant's Right of Possession. Provided Tenant has performed all of
            the terms and conditions of this Lease to be performed by Tenant,
            Tenant shall peaceably and quietly hold and enjoy the Premises for
            the Term, without hindrance from Landlord or any party claiming by,
            through, or under Landlord, subject to the terms and conditions of
            this Lease.

      h.    Joint and Several Liability. If there is more than one Tenant, then
            the obligations hereunder


                                       19
<PAGE>

            imposed upon Tenant shall be joint and several. If there is a
            guarantor of Tenant's obligations hereunder, then the obligations
            hereunder imposed upon Tenant shall be the joint and several
            obligations of Tenant and such guarantor, and Landlord need not
            first proceed against Tenant before proceeding against such
            guarantor nor shall any such guarantor be released from its guaranty
            for any reason whatsoever.

      i.    Captions. The captions contained in this Lease are for convenience
            of reference only, and do not limit or enlarge the terms and
            conditions of this Lease.

      j.    No Merger. There shall be no merger of the leasehold estate hereby
            created with the fee estate in the Premises or any part thereof if
            the same person or entity acquires or holds, directly or indirectly,
            this Lease or any interest in this Lease and the corresponding fee
            estate or any interest in such fee estate.

      k.    No Offer. The submission of this Lease to Tenant shall not be
            construed as an offer, nor shall Tenant have any rights under this
            Lease unless Landlord executes a copy of this Lease and delivers it
            to Tenant.

      l.    Exhibits. All exhibits added and attachments attached hereto are
            incorporated herein by this reference.

                   Exhibit A - Legal Description
                   Exhibit B - Outline of Premises
                   Exhibit B1 - Building Plan
                   Exhibit C - Building Rules and Regulations
                   Exhibit E - Tenant Improvements

      m.    Entire Agreement. This Lease constitutes the entire agreement
            between Landlord and Tenant regarding the subject matter hereof and
            supersedes all oral statements and prior writings relating thereto.
            Except for those set forth in this Lease, no representations,
            warranties, or agreements have been made by Landlord or Tenant to
            the other with respect to this Lease or the obligations of Landlord
            or Tenant in connection therewith.

      n.    Property Management. Landlord's Property Management Company is
            identified in Section 2 of the Lease. Information may be changed
            without notice to Tenant from time to time. Tenant acknowledges that
            the Property Management Company is an independent contractor hired
            by Landlord to operate the Building.

      o.    Choice of Law. This Lease shall be governed by the laws of the state
            in which the Land is located and by the applicable laws of the
            United States of America.

      p.    Construction and Interpretation. This Lease shall not be construed
            in favor of either Landlord or Tenant regardless of who prepared the
            same. Whenever the terms "hereof," "hereby," "herein," or words of
            similar import are used herein they shall be construed as referring
            to this Lease in its entirety rather than to a particular section or
            provision. References to Sections and Exhibits refer to the sections
            of, and exhibits to, this Lease. Whenever the term "including" is
            used herein, it shall be interpreted as meaning "including, but not
            limited to."

32. REPRESENTATIONS, WARRANTIES AND COVENANTS OF TENANT

      Tenant represents, warrants and covenants that it is now in a solvent
      condition; that no bankruptcy or insolvency proceedings are pending or
      contemplated by or against Tenant or any guarantor of Tenant's obligations
      under this Lease; that all reports, statements and other data furnished by
      Tenant to Landlord in connection with this Lease are true and correct in
      all material respects; that the execution and delivery of this Lease by
      Tenant does not contravene, result in a breach of, or constitute a default
      under any contract or agreement to which Tenant is a party or by which
      Tenant may be bound and does not violate or contravene any law, order,
      decree, rule or regulation to which Tenant is subject; and that there are
      no material judicial or administrative actions, suits, or proceedings
      pending or threatened against or affecting Tenant's obligations under this
      Lease. If Tenant is a corporation or partnership, each of the persons
      executing this Lease on behalf of Tenant represents and warrants that
      Tenant is duly organized and existing, is qualified to do business in the
      state in which the Premises are located, has full right and authority to
      enter into this Lease, that the persons signing on behalf of Tenant are


                                       20
<PAGE>

      authorized to do so by appropriate corporate or partnership action and
      that the terms, conditions and covenants in this Lease are enforceable
      against Tenant. If Tenant is a corporation, Tenant shall deliver certified
      resolutions to Landlord, upon request, evidencing that the execution and
      delivery of this Lease has been duly authorized and properly executed, and
      will deliver such other evidence of existence, authority and good standing
      as Landlord shall require.

33. ENVIRONMENTAL PROVISIONS

      a.    Terms defined below in this Section shall have the following
            meanings:

            (i)   "Applicable Environmental Laws" means all applicable federal,
                  state and other laws, ordinances, rules and regulations of any
                  governmental entity pertaining to health or the environment,
                  including, without limitation, the Comprehensive Environmental
                  Response, Compensation, and Liability Act of 1980, as amended
                  by the Superfund Amendments and Reauthorization Act of 1986
                  (as amended, hereinafter called "CERCLA"), the Resource
                  Conservation and Recovery Act of 1976, as amended by the Used
                  Oil Recycling act of 1980, the Solid Waste Disposal Act
                  Amendments of 1980, and the Hazardous and Solid Waste
                  Amendments of 1984 (as amended, hereinafter called "RCRA").

            (ii)  "Expenses" means all liabilities, obligations, losses,
                  damages, penalties, claims, actions, suits, proceedings,
                  costs, expenses (including reasonable attorneys' fees), costs
                  of settlement and disbursements of any kind and nature
                  whatsoever.

            (iii) "Hazardous substance" and "release" shall have the meanings
                  specified in CERCLA, and the terms "solid waste" and
                  "disposal" (or "disposed") shall have the meanings specified
                  in RCRA; provided, in the event either CERCLA or RCRA is
                  amended so as to broaden the meaning of any term defined
                  thereby, such broader meaning shall apply subsequent to the
                  effective date of such amendment and provide further, to the
                  extent that the laws of the State of Minnesota establish a
                  meaning for "hazardous substance", "release," `solid waste,"
                  or disposal" which is broader than that specified in either
                  CERCLA RCRA, such broader meaning shall apply.

            (iv)  "Indemnified Party" means each of Landlord and any successors
                  and assigns as to all or any portion of the Land or Premises
                  or any interest therein, and any affiliate, officer, agent,
                  director, employee or servant of any of them.

      b.    Tenant warrants and represents that to Tenant's knowledge Tenant's
            intended use of the Premises will not violate Applicable
            Environmental Laws. Tenant shall not cause or introduce to the
            Premises, or do anything or permit anything to be done which will
            subject the Landlord or the Premises or the Land to any remedial
            obligations under, any Applicable Environmental Laws, assuming
            disclosure to the applicable governmental authorities of all
            relevant facts, conditions and circumstances, if any, pertaining to
            the Premises, the Land and Tenant. Tenant shall promptly notify
            Landlord in writing of any existing, pending or, to the knowledge of
            Tenant, threatened investigation or inquiry by any governmental
            authority in connection with any violation of Applicable
            Environmental Laws by Tenant or the Premises. Tenant shall take all
            steps necessary to determine during the term of this Lease that no
            hazardous substances or solid wastes are being disposed of or
            otherwise released on or to or from the Premises. Landlord may enter
            upon the Premises at any time and without notice to verify
            compliance with this Section if Landlord believes in good faith that
            a violation of this Section may have occurred or be threatened. Any
            violation of this Section by Tenant shall constitute an "event of
            default' under this Lease which cannot be cured.

      c.    Tenant hereby agrees to assume liability for and to pay, indemnify,
            protect and hold harmless every Indemnified Party on an aftertax
            basis from any and all Expenses imposed, incurred or asserted
            (regardless of whether the Indemnified Party shall be indemnified by
            any other person or entity) in any way relating to or arising out of
            (a) a violation by Tenant of Applicable Environmental Laws during
            the term of this Lease or during any period of holdover by Tenant
            after the term of the Lease, or (b) a disposal or other release by
            Tenant of any hazardous substance or solid waste on, to or from the
            Premises during the term of the Lease or during any such period of
            holdover. The Tenant acknowledges that it has been given ample time
            to consult with counsel in agreeing to the indemnity set forth in
            this Lease and fully understands it.


                                       21
<PAGE>

            This indemnity shall survive the termination or expiration of this
            Lease. The foregoing indemnity shall not render Tenant liable to any
            Indemnified Party for any Expenses that such Indemnified Party may
            incur as a result of its own negligence, willful misconduct or gross
            negligence.

      d.    Tenant's payment or reimbursement of all Expenses to or for the
            benefit of an Indemnified Party as required by this Lease shall be
            supplemented by a further payment, to such Indemnified Party, in an
            amount equal to any taxes imposed upon such Indemnified Party
            because of Tenant's payment of reimbursement of Expenses and the
            supplemental payment required by this Section. Taxes will be
            computed for the purposes hereof after taking into account any
            credits or deductions taken by the applicable Indemnified Party for
            the Expenses paid by the Indemnified Party hereunder, based on the
            actual tax return of the Indemnified Party (or, if no tax return is
            filed for such party because it is a part of a consolidated or
            combined group, on a proforma basis as if such Indemnified Party
            filed a return only for itself and its subsidiaries if any).

      e.    If an Indemnified Party notifies Tenant of any claim or notice of
            the commencement of any action, administrative or legal proceeding,
            or investigation as to which the indemnity may apply, Tenant shall
            assume on behalf of the Indemnified Party and conduct with due
            diligence and in good faith the defense thereof with counsel
            reasonable satisfactory to the Indemnified Party; provided, that the
            Indemnified party shall have the right to be represented therein by
            advisory counsel of its own selection and at its own expense; and
            provided further, that if any such claim, action, proceeding or
            investigation involves both Tenant and the Indemnified Party and the
            Indemnified Party shall have reasonably concluded that there may be
            legal defenses available to it which are different from, additional
            to, or inconsistent with those available to Tenant, then the
            Indemnified Party shall have the right to select separate counsel to
            participate in the defense of such claim, action, proceeding or
            investigation on its own behalf at Tenant's expense.

      f.    If any claim, action, proceeding or investigation arises as to which
            the indemnity provided for may apply, and Tenant fails to assume
            promptly (and in any event within ten (to) days after being notified
            of the claim, action, proceeding or investigation) the defense of
            the Indemnified Party, then the Indemnified Party may contest (or,
            with the prior written consent of Tenant, settle) the claim, action,
            proceeding or investigation at Tenant's expense using counsel
            selected by the Indemnified Party; provided, that no such contest
            need be made by the Indemnified Party and settlement or full payment
            of any claim may be made by the Indemnified Party without Tenant's
            consent and without releasing Tenant from any obligations to the
            Indemnified Party if, in the written opinion of the Indemnified
            Party's counsel, the settlement or payment in full is advisable. All
            costs and expenses incurred by the Indemnified Party in connection
            with any such contest, settlement or payment shall be payable upon
            demand.

      g.    Landlord represents to Tenant that to the best of Landlord's
            knowledge no hazardous substance exists in or on the Premises.
            Notwithstanding anything herein to the contrary, Landlord shall
            indemnify and hold Tenant, its parent, subsidiaries and affiliated
            corporations, and their respective officers, directors, employees
            and representatives harmless from and against all damages, claims,
            causes of action, fees and expenses, including without limitation
            all legal fees, that arise out of or are related to any breach by
            Landlord of the representation contained in this Paragraph 33.g.

34. AUTHORITY PARAGRAPH

      The party executing this document on behalf of Tenant represents and
      warrants that such party possesses all lawful rights and authority to
      enter into this document on behalf of Tenant; that there are no judgments,
      decrees or outstanding orders of any court prohibiting the execution of
      this document; and that all required approvals, consents and resolutions
      necessary to effectuate the terms and provisions of this document have
      been obtained.


                                       22
<PAGE>

TO THE EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD AND TENANT EXPRESSLY
DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S
INTENDED COMMERCIAL PURPOSE.

EXECUTED as indicated below and effective on the latter of the dates indicated
below.

LANDLORD:

Nesbitt Operating Associates, Limited Partnership

By:        BGK Nesbitt LLC, its General Partner
Name:      Cheryl S. Willoughby

           /s/ Cheryl S. Willoughby
           --------------------------------------
Title:     Senior Vice President

Date:      3/25/99
           ---------------------

TENANT:

Nextel WIP Lease Corporation

By         David M Thaler
           --------------------------------------
Signature: /s/ David M Thaler
           --------------------------------------
Title:     V.P. Field Operations
           --------------------------------------
Date:      March 11, 1999
           --------------------------------------


                                       23
<PAGE>

                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

              Tax Parcel Identification Number: 36-117-22-31-0016

                             Tax Parcel Description

                                   Block: 001
                         Addition Name: Opus 2 8TH ADDN
                          Metes & Bounds: Lots 3 And 4


                                       24
<PAGE>

                                   EXHIBIT "B"

                               OUTLINE OF PREMISES

                               [FLOOR MAP OMITTED]


                                       25
<PAGE>

                                  EXHIBIT "B1"

                                  Building Plan

                               [FLOOR MAP OMITTED]


                                       26
<PAGE>

                                   EXHIBIT "C"

                         BUILDING RULES AND REGULATIONS

1.    Sidewalks, doorways, vestibules, halls, stairways and similar areas shall
      not be obstructed by tenants or their officers, agents, servants, and
      employees, or used for any purpose other than ingress and egress to and
      from their respective leased premises and for going from one part of the
      Building to another part of the Building.

2.    Plumbing fixtures and appliances shall be used only for the purposes for
      which constructed, and no sweepings, rubbish, rags or other unsuitable
      material shall be thrown or placed therein. Any stoppage or damage
      resulting to any such fixtures or appliances from misuse on the part of a
      tenant or such tenant's officers, agents, servants, and employees shall be
      paid by such tenant.

3.    No signs, posters, advertisements, or notices shall be painted or affixed
      by or on behalf of any tenant on any of the windows or doors, or other
      exterior part of the Building, except lettering of such color, size and
      style and in such places, as shall be first approved in writing by the
      Landlord's Building manager. No nails, hooks or screws shall be driven
      into or inserted in any exterior part of the Building, except by building
      maintenance personnel.

4.    Directories may be placed by the Landlord, at Landlord's own expense, in
      conspicuous places in the Building. No other directories shall be
      permitted.

5.    Tenants shall not do anything, or permit anything to be done, in or about
      the Building, or bring or keep anything therein, that will in any way
      increase the possibility of fire or other casualty or obstruct or
      interfere with the rights of, or otherwise injure or annoy, other tenants,
      or do anything in conflict with the valid pertinent laws, rules or
      regulations of any governmental authority.

6.    Corridor doors, when not in use, shall be kept closed.

7.    All deliveries of furniture, freight, office-equipment or other materials
      for dispatch or receipt by Tenant must be made by licensed commercial
      movers via the service entrance of the Building in a manner and during
      hours set by Landlord from time to time. Prior approval must be obtained
      from the Landlord's Building manager for any deliveries that might
      interfere with the free movement of others through the public corridors of
      the Building. All hand trucks shall be equipped with rubber tires and
      rubber side guards.

8.    Each tenant shall cooperate with Building employees in keeping the
      Building and their respective leased premises neat and clean.

9.    Nothing shall be swept or thrown into the corridors, halls, elevator
      shafts or stairways. No birds or animals shall be brought into or kept in
      or about the Building.

10.   Should a tenant require telegraphic, telephonic, annunciator or any other
      communication service, the Landlord will direct the electricians and
      installers where and how the wires are to be introduced and placed, and
      none shall be introduced or placed except as the Landlord shall direct.

11.   Tenants shall not make or permit any unseemly, disturbing or improper
      noises in the Building, or otherwise interfere in any way with other
      tenants, or persons having business with them.

12.   No equipment of any kind shall be operated on any tenant's leased premises
      that could in any way annoy any other tenant in the Building without the
      prior written consent of the Landlord.


                                       27
<PAGE>

13.   Tenants shall not use or keep in the Building any inflammable or explosive
      fluid or substance, or any illuminating material, unless it is battery
      powered, UL approved.

14.   Tenants, employees, or agents, or anyone else who desire to enter the
      Building after normal working hours will be required to close doors into
      the Building behind them. Locks to such doors will not be tampered with.

15.   All electrical fixtures hung in the Premises must be fluorescent and of a
      quality, type, design, bulb color, size and general appearance approved by
      Landlord.

16.   No water cooler, air conditioning unit or system or other apparatus shall
      be installed or used by a tenant without the prior written consent of
      Landlord, such consent not to be unreasonably withheld.

17.   Normal business hours for the Building shall be 7:00 a.m. through 6:00
      p.m. on weekdays, excluding legal holidays.

18.   References to "holidays" and "legal holidays" in the leases to tenants in
      the Building shall include the following:

           January 1st .......................................... New Year's Day

           Last Monday in May ..................................... Memorial Day

           July 4th ........................................... Independence Day

           First Monday in September ................................. Labor Day

           Fourth Thursday in November ............................ Thanksgiving

           December 25th ............................................. Christmas

19.   The Landlord reserves the right to rescind any of these rules (as to any
      particular tenant or as to all tenants generally) and to make such other
      and further rules and regulations as in the judgment of Landlord shall
      from time to time b e needed for the safety, protection, care and
      cleanliness of the Building, the operation thereof, the preservation of
      good order therein, and the protection and comfort of its tenants, their
      agents, employees and invitees, which rules when made and notice thereof
      given to a tenant shall be binding upon him in like manner as if
      originally herein prescribed. In the event of any conflict, inconsistency,
      or other difference between the terms and provisions of these Rules and
      Regulations (as now or hereafter in effect) and the terms and provisions
      of any lease now or hereafter in effect between Landlord and any tenant in
      the Building, Landlord shall have the right to rely on the term or
      provision in either such lease or such Rules and Regulations which is most
      restrictive on such tenant.


                                       28
<PAGE>

                                   EXHIBIT "E"

                            TENANT FINISH: ALLOWANCE

1.    Except as set forth in this Exhibit, Tenant accepts the Premises in their
      "as is" condition on the date that this Lease is entered into.

2.    Within ten (10) days after the effective date of this Lease, Tenant shall
      deliver to Landlord for its approval a space plan depicting improvements
      to be installed in the Premises ("Space Plans"), which plans were or are
      to be prepared by Tenant's architect.

3.    Within ten (10) days after delivery of the Space Plans, Tenant shall
      provide to Landlord for its approval final drawings (as hereinafter
      defined) prepared by Tenant's architect in accordance with the Space Plans
      showing all improvements (as hereinafter defined) that Tenant proposes to
      install in the Premises; such drawings shall include the partition layout,
      ceiling plan, electrical outlets and switches, telephone outlets, drawings
      for any modifications to the mechanical and plumbing systems of the
      Building, and detailed plans and specifications for the construction of
      the improvements called for under this Exhibit in accordance with all
      applicable governmental laws, codes, rules, and regulations. Further, if
      any of Tenant's proposed construction will affect the Building's heating,
      ventilation and air conditioning, electrical, mechanical, or plumbing
      systems, then the drawings pertaining thereto shall be prepared by the
      Building's engineer of record. Tenant shall, at Landlord's request, sign
      and date the Drawings to evidence its review and approval thereof.

4.    As used herein, "Drawings" shall mean the final drawings approved by
      Landlord, as amended from time to time by any approved changes thereto,
      and "Improvements" shall mean all improvements to be constructed in
      accordance with and as indicated on the Drawings.

5.    Landlord's approval of the Drawings shall not be unreasonably withheld,
      provided that (a) they comply with all applicable governmental laws,
      codes, rules, and regulations, (b) said Drawings are sufficiently detailed
      to allow construction of the Improvements in a good and workmanlike
      manner, and (c) the Improvements depicted thereon conform to the rules and
      regulations promulgated from time to time by the Landlord for the
      construction of tenant improvements. Approval by Landlord of the Drawings
      shall not be a representation or warranty of Landlord that such Drawings
      are adequate for any use, purpose, or condition, or that such Drawings
      comply with any applicable law or code, but shall merely be the consent of
      Landlord to the Drawings.

6.    All changes in the Drawings must receive the prior written approval of
      Landlord, and in the event of any such approved change and upon completion
      of the Improvements, Tenant shall furnish Landlord with an accurate,
      reproducible "as-built" plan of the Improvements as constructed, which
      plan shall be incorporated into the Drawings and the Lease by this
      reference for all purposes.

7.    After the Drawings have been approved, Tenant shall cause the tenant
      finish work to be performed in accordance with the Drawings. The work
      shall be performed only by contractors and subcontractors approved in
      writing by Landlord, which approval shall not be unreasonably withheld.
      All contractors and subcontractors shall be required to procure and
      maintain (a) insurance against such risks, in such amounts, and with such
      companies as Landlord may reasonably require and (b) payment and
      performance bonds covering the cost of the Improvements and otherwise
      reasonably satisfactory to Landlord. Original certificates of insurance
      evidencing such policies, with paid receipts therefore, and copies of such
      bonds must be received by Landlord before the work is commenced. The work
      shall be performed in a good and workmanlike manner that is free of
      defects and is in strict conformance with the Drawings, and shall be
      performed in such a manner and at such times as to maintain harmonious
      labor relations and not to interfere with or delay Landlord's other
      contractors, the operation of the Building, and the occupancy thereof by
      other tenants. All contractors and subcontractors shall contact Landlord
      and schedule time periods during which they may use Building facilities in
      connection with the work (e.g., elevators, excess electricity, etc.).

8.    If a delay in the performance of the work occurs (a) because of any change
      by Tenant to the


                                       29
<PAGE>

      Drawings, (b) because of any specification by Tenant of materials or
      installations in addition to or other than Landlord's standard finish-out
      materials, or (c) if Tenant, any contractor or subcontractor, or Tenant's
      agents otherwise delays completion of the work, then, notwithstanding any
      provision to the contrary in this Lease, Tenant's obligation to pay Rent
      hereunder shall commence on the scheduled Commencement Date. If the
      Premises are not ready for occupancy and the Improvements are not
      substantially completed (as reasonably determined by Landlord) on the
      scheduled Commencement Date for any reason other than the reasons
      specified in the immediately preceding sentence, then the obligations of
      Landlord and Tenant shall continue in full force and Rent shall be abated
      until the date the Improvements are substantially completed, which date
      shall be the Commencement Date.

9.    Tenant shall bear the entire cost of performing the work (including,
      without limitation, design of the Improvements and preparation of the
      Drawings, costs of construction labor and materials electrical usage
      during construction, additional janitorial services, general tenant
      signage, related taxes and insurance costs, all of which costs are herein
      collectively called the "Total Construction Costs") in excess of the
      Construction Allowance (as hereinafter defined). Upon approval of the
      Drawings and selection of a contractor, Tenant shall promptly (a) execute
      a work order agreement acceptable to Landlord which identifies such
      Drawings, itemizes the Total Construction Costs and sets forth the
      Construction Allowance, and (b) pay to Landlord the amount by which the
      estimated Total Construction Costs exceed the Construction Allowance.
      Without limitation, upon substantial completion of the Improvements,
      Tenant shall pay to Landlord an amount equal to the Total Construction
      Costs (as adjusted for any approved changes to the Drawings), less (i) the
      amount of the payments already made by Tenant and (ii) the amount of the
      Construction Allowance.

10.   Landlord shall provide to Tenant a construction allowance ("Construction
      Allowance") equal to $ 27,000.00 ($2.13 /rentable square foot); however,
      if Tenant or its agent is managing the performance of the work, then
      Tenant shall not become entitled to full credit for the Construction
      Allowance until Tenant has caused to be delivered to Landlord (i) all
      invoices from contractors, subcontractors, and suppliers evidencing the
      cost of performing the work, together with lien waivers from such parties,
      and a consent of the surety to the finished Improvements (if applicable)
      and (ii) a certificate of occupancy from the appropriate governmental
      authority, if applicable, and evidence of governmental inspection and
      approval of the Improvements, if applicable.

11.   Intentionally Omitted

12.   Notwithstanding anything herein to the contrary, it shall be an Event of
      Default under this Lease if Tenant has not completed the Improvements on
      or before May 15, 1999.


                                       30