LEASE





BY
      AND
      BETWEEN





BASS
      LAKE
      REALTY LLC,


as
      Landlord





AND





APA
      CABLES & NETWORKS. INC.,


as
      Tenant





DATED:
      MAY 31, 2006











PROPERTY
      :  BASS
      LAKE
      BUSINESS CENTRE I, 5480 NATHAN LANE, PLYMOUTH, MN





**LEASE**





THIS
      LEASE is made this 31st day of
      May, 2006 between Bass Lake Realty LLC, a Delaware limited liability company
      ("Landlord"), and the Tenant named below.





**ARTICLE
      I**


**BASIC
      TERMS**





TENANT:
            APA
                Cables & Networks, Inc., a Minnesota corporationTENANT'S
                NOTICE ADDRESS:
            5480
                Nathan Lane, Suite 120Plymouth,
                Minnesota 55442Attn:Chris
                B PodzimekLANDLORD'S
                NOTICE ADDRESS:
            c/o
                Great Point Investors LLCTwo
                Center Plaza, Suite 410Boston,
                MA 02108Attn:
                Joseph A. Versaggiwith
                a copy to:United
                Properties LLC3500
                American Boulevard WestSuite
                200Bloomington,
                MN 55431Attn:
                Lisa DongoskeRent
                payments to be sent to:United
                PropertiesMI
                65PO
                Box 1150Minneapolis,
                MN 55480-1150PROPERTY:
            Bass
                Lake Business Centre, 5480 Nathan Lane, Plymouth, MN (the "Building"),
                together with the parking areas, landscaping, walkways and other
                improvements related to the Building, as described on Exhibit
                A.PREMISES:
            Approximately
                Twenty-Nine Thousand Seven Hundred Thirty-Eight (29,738) rentable
                square
                feet (9,284 square feet of which is office space, 4,499 square feet
                of
                which is warehouse space, and15,955 space) located at the Building,
                as
                shown on square feet of which is production/tech Exhibit
                B.PROPERTY
                RENTABLE AREA:
            Approximately
                Sixty-Three rentable square feet.TENANT'S
                PRO RATA SHARE:
            47.2%








LEASE
                TERM:
            Approximately
                eighty-nine (89) months beginning on the Lease Commencement Date
                and
                ending on November 30, 2013.LEASE
                COMMENCEMENT DATE:
            July
                1, 2006.RENT
                COMMENCEMENT DATE:
            November
                1, 2006.BASE
                RENT:
            (a)
                From the Rent Commencement Date through and including the last day
                of the
                first Lease Year, $203,110.54 per year; $16,925.88 per
                month;(b)
                For the second Lease Year, $210,247.66 per year; $17,520.64 per
                month;(c)
                For the third Lease Year, $217,384.78 per year; $18,115.40 per
                month;(d)
                For the fourth Lease Year, $225,116.66 per year; $18,759.72 per
                month;(e)
                For the fifth Lease Year, $232,551.16 per year; $19,379.26 per
                month;(f)
                For the sixth Lease Year, $239,985.66 per year; $19,998.81 per
                month;(g)
                For the seventh Lease Year, $247,122.78 per year; $20,593.56 per
                month;
                and(h)
                For the last five months of the Term, five monthly payments, each
                in the
                amount of $21,237.89.LEASE
                YEAR:
            Each
                successive twelve (12) month period comprising the Term, except that
                the
                first (1st) Lease Year of the Term may be greater than twelve
                (12) months and shall commence on the Lease Commencement Date and
                end on
                the last day of the month in which the first (1st) anniversary of
                the
                Lease Commencement Date occurs (unless the Lease Commencement Date
                occurs
                on the first day of a month, in which case the first Lease Year shall
                end
                on the day before the first (1st) anniversary of the Lease Commencement
                Date). Subsequent Lease Years shall commence on the day after the
                last day
                of the first (1st) Lease Year or an anniversary thereof, and
                shall end on each anniversary of the last day of the first
                (1st) Lease Year.SECURITY
                DEPOSIT:
            An
                unconditional, irrevocable letter of credit in the amount of One
                Hundred
                Thousand ($100,000) Dollars in the form attached hereto as Exhibit
                E, subject to reduction as set forth in Section
                14.14.


2





PERMITTED
                USES:
            Subject
                to applicable zoning, for general office, warehouse and
                production/technical use, and for no other purpose
                whatsoever.BROKERS:
            United
                Properties LLC3500
                American Boulevard WestSuite
                200Bloomington,
                MN 55431Attn:
                Mark Sims, Jon Yanta, and Bruce HobermanPARKING
                SPACES:
            Eighty-Nine
                (89) unreserved spaces.





**ARTICLE
      II**


**LEASE
      TERM**





2.1
            LEASE
                OF PREMISES FOR LEASE TERM.





Landlord
      hereby leases the Premises to Tenant and Tenant leases the Premises from
      Landlord for the Lease Term, unless sooner terminated pursuant to the terms
      hereof. Additionally, from June 1, 2006 until the date that is two (2) weeks
      after substantial completion of Landlord's Work (as hereinafter defined),
      Landlord grants to Tenant a license to use approximately 5,000 square feet
      of
      warehouse space in a location determined by Landlord at the property known
      as
      Eagle Lake Business Centre II, 10200 73rd Avenue, Maple Grove, MN, or
      Parkers Lake Point III, 14305 21st Avenue. Plymouth, MN. Tenant's use
      and occupancy of such warehouse space shall be subject to all of the terms
      and
      conditions of this Lease, provided, however, Tenant shall not be required to
      pay
      any rent for such use and occupancy, and Landlord may immediately terminate
      such
      license in the event of any default by Tenant hereunder.





2.2
            DELAY
                IN COMMENCEMENT.





If
      Landlord is unable to deliver the Premises on the Lease Commencement Date,
      such
      date will be postponed to the date possession of the Premises is delivered
      to
      Tenant (and all other dates herein shall likewise be recalculated). At
      Landlord's request, Landlord and Tenant will execute a Memorandum of Acceptance
      of Lease, in Landlord's customary form, setting forth the Lease Commencement
      Date, Rent Commencement Date and Expiration Date of this Lease.





2.3
            EARLY
                TERMINATION OPTION.





Provided
      no default exists or would exist but for the passage of time or the giving
      of
      notice, or both, Tenant shall have the right to send to Landlord, on or before
      March 1, 2011, written notice (the "Termination Notice") that Tenant has elected
      to terminate the Term effective on November 30, 2011 (the "Early Termination
      Date"). If Tenant elects to terminate the Term pursuant to the immediately
      preceding sentence, the effectiveness of such termination will be conditioned
      upon Tenant's paying to Landlord, contemporaneously with Tenant's delivery
      of
      the Termination Notice to Landlord, an early termination fee (the "Early
      Termination Fee") equal to the sum of (a) $77,517.04, (b) four (4) months of
      Additional Rent due to Landlord pursuant to the terms hereof at the rate payable
      during such fifth (5th) Lease Year, and (c) all unamortized transaction costs,
      including but not limited to the four months free Base Rent provided hereunder,
      brokerage commissions, costs of tenant improvements made by Landlord, and legal
      fees; provided, however, if a replacement tenant occupies, pursuant to the
      terms
      of a lease, the entire Premises, by February 1, 2012, Landlord will refund
      to
      Tenant $38,758.52, plus two (2) months of Additional Rent due to Landlord
      pursuant to the terms hereof at the rate payable during the fifth
      (5th) Lease Year. The Early Termination Fee is consideration for
      Tenant's option to terminate and will not be applied to rent or any other
      obligation of Tenant. If Tenant exercises this early termination option, on
      or
      before the Early Termination Date, Tenant shall vacate and surrender the
      Premises to Landlord pursuant to the terms of the Lease, and, as of such Early
      Terminate Date, Tenant shall no longer be responsible for Tenant's obligations
      under the terms of the Lease, except for those provisions of the Lease that
      survive termination of the Lease, and any obligations arising prior to the
      Early
      Termination Date.


3


**ARTICLE
      III**


**RENT**





3.1
            BASE
                RENT.





Commencing
      on the Rent Commencement Date, on the first day of each calendar month during
      the Lease Term, Tenant will pay to Landlord the Base Rent in equal monthly
      installments, in lawful money of the United States, in advance and without
      offset, deduction prior notice or demand. The Base Rent is payable at Landlord's
      Rent Payment Address or at such other place or to such other person as Landlord
      may designate in writing from time to time. Payments of Base Rent for any
      partial calendar month will be prorated. Base Rent for the first month of the
      Term shall be paid on the date hereof.





3.2
            ADDITIONAL
                RENT.





All
      sums
      payable by Tenant under this Lease other than Base Rent are "Additional Rent";
      the term "Rent" includes both Base Rent and Additional Rent. Landlord will
      estimate in advance and charge to Tenant the following costs ("Total Operating
      Costs"), which Tenant will pay with the Base Rent on a monthly basis throughout
      the Occupancy Period: (i) all Real Property Taxes for which Tenant is liable
      under Article 4, (ii) all utility costs (to the extent utilities are not
      separately metered) for which Tenant is liable under Article 5, (iii) all
      insurance premiums for which Tenant is liable under Article 6 and (iv) all
      Operating Expenses for which Tenant is liable under Article 7 of this Lease.
      Landlord may adjust its estimates of Total Operating Costs at any time based
      upon Landlord's experience and reasonable anticipation of costs. Such
      adjustments will be effective as of the next Rent payment date after notice
      to
      Tenant. "Occupancy Period" means the period from the time Tenant first enters
      the Premises, throughout the Lease Term and thereafter as long as Tenant remains
      in the Premises.





After
      the
      end of each fiscal year during the Term, Landlord will deliver to Tenant a
      statement setting forth, in reasonable detail, the Total Operating Costs paid
      or
      incurred by Landlord during the preceding fiscal year and Tenant's Pro Rata
      Share of such expenses. Within 30 days after Tenant's receipt of such statement,
      there will be an adjustment between Landlord and Tenant, with payment to or
      credit given by Landlord (as the case may be).





3.3
            INTEREST
                AND LATE CHARGES.





Any
      Rent
      or other amount due to Landlord, if not paid when due, will bear interest from
      the date due until paid at the rate of 10% per year, but not to exceed the
      highest rate legally permitted. In addition, if any installment of Rent or
      any
      other sums due from Tenant is not received by Landlord within 5 days following
      the due date, Tenant will pay to Landlord a late charge equal to 5% of such
      overdue amount. The parties hereby agree that such late charge represents a
      fair
      and reasonable estimate of the costs Landlord will incur by reason of late
      payment by Tenant. Notwithstanding the foregoing, no interest shall accrue
      and
      the late charge shall not be due for the first late payment in any rolling
      twelve (12) month period.


4


**ARTICLE
      IV**


**PROPERTY
      TAXES**





4.1
            REAL
                PROPERTY TAXES.





Tenant
      will pay Tenant's Pro Rata Share of Real Property Taxes allocable to the
      Occupancy Period. If Landlord receives a refund of any Real Property Taxes
      with
      respect to which Tenant has paid Tenant's Pro Rata Share, Landlord will refund
      to Tenant Tenant's Pro Rata Share of such refund after deducting therefrom
      all
      related costs and expenses. "Real Property Taxes" means taxes, assessments
      (special, betterment, or otherwise), levies, fees, rent taxes, excises,
      impositions, charges, water and sewer rents and charges, and all other
      government levies and charges, general and special, ordinary and extraordinary,
      foreseen and unforeseen, which are imposed or levied upon or assessed against
      the Property or any Rent. Real Property Taxes include Landlord's costs and
      expenses of review and contesting any Real Property Tax. If at any time during
      the Lease Term the present system of ad valorem taxation of real property is
      changed so that in lieu of the whole or any part of the ad valorem tax on real
      property, or in lieu of increases therein, Landlord is assessed a capital levy
      or other tax on the gross rents received with respect to the Property or a
      federal, state, county, municipal, or other local income, franchise, excise
      or
      similar tax, assessment, levy, or charge (distinct from any now in effect)
      measured by or based, in whole or in part, upon gross rents or any similar
      substitute tax or levy, then all of such taxes, assessments, levies or charges,
      to the extent so measured or based, will be deemed to be a Real Property
      Tax.





4.2
            PERSONAL
                PROPERTY TAXES.





Tenant
      will pay directly all taxes charged against trade fixtures, furnishings,
      equipment, inventory or any other personal property belonging to Tenant. Tenant
      will use its best efforts to have personal property taxed separately from the
      Property. If any of Tenant's personal property is taxed with the Property,
      Tenant will pay Landlord the taxes for such personal property within 15 days
      after Tenant receives a written statement from Landlord for such personal
      property taxes.





**ARTICLE
      V**


**UTILITIES**





5.1
            UTILITIES.





Tenant
      will promptly pay, directly to the appropriate supplier, the cost of all natural
      gas, heat, cooling, energy, light, power, sewer service, telephone, water,
      refuse disposal and other utilities and services supplied to the Premises,
      together with any related installation or connection charges or deposits
      (collectively, "Utility Costs") incurred during the Occupancy Period. If any
      services or utilities are jointly metered with other premises, Landlord will
      make a reasonable determination of Tenant's proportionate share of such Utility
      Costs and Tenant will pay such share to Landlord. Landlord reserves the right
      to
      participate in wholesale energy purchase programs and to provide energy to
      the
      Premises through such programs so long as the cost to Tenant is
      competitive.





**ARTICLE
      SIX**


**INSURANCE**





6.1.
            TENANT'S
                INSURANCE.





Tenant,
      at its expense, will maintain the following insurance coverages during the
      Occupancy Period:





(a)  Liability
      Insurance .
      Commercial general liability insurance insuring Tenant against liability for
      bodily injury, property damage (including loss of use of property) and personal
      injury at the Premises, including contractual liability. Such insurance will
      name Landlord, its property manager, any mortgagee, Great Point Investors LLC,
      and such other parties as Landlord may designate, as additional insureds. The
      initial amount of such insurance will be Five Million Dollars ($5,000,000)
      per
      occurrence and will be subject to periodic increases reasonably specified by
      Landlord based upon inflation, increased liability awards, recommendations
      of
      Landlord's professional insurance advisers, and other relevant factors. The
      liability insurance obtained by Tenant under this Section 6.1 will (i) be
      primary and (ii) insure Tenant's obligations to Landlord under Section 6.4.
      The
      amount and coverage of such insurance will not limit Tenant's liability nor
      relieve Tenant of any other obligation under this Lease.


5


(b)  Worker's
      Compensation Insurance .
      Worker's Compensation Insurance in the statutory amount (and Employers'
      Liability Insurance) covering all employees of Tenant employed or performing
      services at the Premises, in order to provide the statutory benefits required
      by
      the laws of the state in which the Premises are located.





(c)  Automobile
      Liability Insurance .
      Automobile Liability Insurance, including but not limited to, passenger
      liability, on all owned, non-owned, and hired vehicles used in connection with
      the Premises, with a combined single limit per occurrence of not less than
      One
      Million Dollars ($1,000,000) for injuries or death of one or more persons or
      loss or damage to property.





(d)  Personal
      Property Insurance .
      Personal Property Insurance covering leasehold improvements paid for by Tenant
      and Tenant's personal property and fixtures from time to time in, on, or at
      the
      Premises, in an amount not less than 100% of the full replacement cost, without
      deduction for depreciation, providing protection against events protected under
      "All Risk Coverage," as well as against sprinkler damage, vandalism, and
      malicious mischief. Any proceeds from the Personal Property Insurance will
      be
      used for the repair or replacement of the property damaged or destroyed, unless
      the Lease Term is terminated under an applicable provision herein. If the
      Premises are not repaired or restored in accordance with this Lease, Landlord
      will receive any proceeds from the personal property insurance allocable to
      Tenant's leasehold improvements.





6.2
            LANDLORD'S
                INSURANCE.





During
      the Lease Term, Landlord will maintain in effect all risk insurance covering
      loss of or damage to the Property in the amount of its replacement value with
      such endorsements and deductibles as Landlord determines from time to time.
      Landlord will have the right to obtain flood, earthquake, and such other
      insurance as Landlord determines from time to time or is required by any
      mortgagee of the Property. Landlord will not insure Tenant's fixtures or
      equipment or building improvements installed or paid by Tenant. Landlord may
      obtain commercial general liability insurance in an amount and with coverage
      determined by Landlord insuring Landlord against liability with respect to
      the
      Premises and the Property. The policy obtained by Landlord will not provide
      primary insurance, will not be contributory and will be excess over any
      liability insurance maintained by Tenant. Landlord will also maintain a rental
      income insurance policy, with loss payable to Landlord. Tenant will pay Tenant's
      Pro Rata Share of premiums for the insurance policies maintained by Landlord.
      Any increase in the cost of Landlord's insurance due to Tenant's use or
      activities at the Premises will be paid by Tenant to Landlord as Additional
      Rent.





6.3
            GENERAL
                INSURANCE PROVISIONS.





(a) Any
      insurance which Tenant is required to maintain under this Lease will include
      a
      provision which requires the insurance carrier to give Landlord not less than
      30
      days' written notice prior to any cancellation or modification of such
      coverage.





(b) Prior
      to
      the earlier of Tenant's entry into the Premises or the Lease Commencement Date,
      Tenant will deliver to Landlord an insurance company certificate that Tenant
      maintains the insurance required by Section 6.1 and not less than 20 days prior
      to the expiration or termination of any such insurance, Tenant will deliver
      to
      Landlord renewal certificates therefor. Tenant will provide Landlord with copies
      of the policies promptly upon request from time to time.


6


(c)  All
      insurance policies required under this Lease will be with companies having
      a
      "General Policy Rating" of A -; X or better, as set forth in the most current
      issue of the Best Key Rating Guide.





(d)  Without
      limiting the provisions of Section 6.4, Landlord and Tenant, on behalf of
      themselves and their insurers, each hereby waives any and all rights of recovery
      against the other, the agents, advisors, employees, members, officers,
      directors, partners, trustees, beneficiaries and shareholders of the other
      and
      the agents, advisors, employees, members, officers, directors, partners,
      trustees, beneficiaries and shareholders of each of the foregoing (collectively,
      "Representatives"), for loss of or damage to its property or the property of
      others under its control, to the extent that such loss or damage is covered
      by
      any insurance policy in force (whether or not described in this Lease) at the
      time of such loss or damage, or required to be carried under this Article 6.
      All
      property insurance carried by either party will contain a waiver of subrogation
      against the other party to the extent such right was waived by the insured
      party
      prior to the occurrence of loss or injury.





6.4
            INDEMNITY.





To
      the
      fullest extent permitted by law, Tenant hereby waives all claims against
      Landlord and its Representatives (collectively, the "Indemnitees") for damage
      to
      any property or injury to or death of any person in, upon or about the Premises
      or the Property arising at any time and from any cause. Tenant shall hold
      Indemnitees harmless from and defend Indemnitees from and against all claims,
      liabilities, judgments, demands, causes of action, losses, damages, costs and
      expenses, including reasonable attorney's fees, for damage to any property
      or
      injury to or death of any person arising from (i) the use or occupancy of the
      Premises by Tenant or persons claiming under Tenant, except such as is caused
      by
      the sole negligence or willful misconduct of Landlord, its agents, employees
      or
      contractors, (ii) the negligence or willful misconduct of Tenant in, upon or
      about the Properly, or (iii) any breach or default by Tenant under this
      Lease.





**ARTICLE
      VII**


**OPERATING
      EXPENSES**





7.1
            OPERATING
                EXPENSES.





Tenant
      will pay Tenant's Pro Rata Share of all Operating Expenses allocable to the
      Occupancy Period. "Operating Expenses" means all costs and expenses incurred
      by
      Landlord with respect to the ownership, maintenance and operation of the
      Property including, but not limited to: maintenance, repair and replacement
      of
      the heating, ventilation, air conditioning, plumbing, electrical, mechanical,
      utility and safety systems, paving and parking areas, roads and driveways;
      maintenance of exterior areas such as gardening and landscaping, snow removal
      and signage; maintenance and repair of roof membrane, flashings, gutters,
      downspouts, roof drains, skylights and waterproofing; painting; lighting;
      cleaning; refuse removal; security; utility services attributable to the Common
      Areas (as defined below); Building personnel costs; personal property taxes;
      rentals or lease payments paid by Landlord for rented or leased personal
      property used in the operation or maintenance of the Property; fees for required
      licenses and permits; a property management fee,; and contributions to reserves
      for any or all of the foregoing. Operating Expenses do not include: (a)
      expenditures for capital improvements except (i) those which Landlord
      anticipates will have the effect of reducing current and/or future Operating
      Expenses or the rate of increase in Operating Expenses, and (ii) those required
      by Legal Requirements or insurance requirements; (b) debt service under
      mortgages; (c) costs of restoration to the extent of net insurance proceeds
      received by Landlord; (d) leasing commissions and tenant improvement costs;
      and
      (e) litigation expenses relating to disputes with tenants.


7


**ARTICLE
      VIII**


**USE
      OF PREMISES**





8.1
            MANNER
                OF USE.





Tenant
      will use the Premises only for the Permitted Uses. Tenant will not cause or
      permit the Premises to be used in any way which (i) constitutes a violation
      of
      any Legal Requirements (as defined below) or the rules and regulations (the
      "Rules and Regulations") established by Landlord, a copy of which is attached
      as Exhibit
      C ,
      as they
      may be amended in writing by Landlord, (ii) annoys or interferes with the rights
      of tenants of the Properly, or (iii) constitutes a nuisance or waste or will
      invalidate any insurance carried by Landlord. Tenant will obtain and pay for
      all
      necessary permits, including a certificate of occupancy, and will promptly
      take
      all actions necessary to comply with all applicable Federal, State or local
      statutes, ordinances, notes, regulations, orders, recorded declarations,
      covenants and requirements (collectively, "Legal Requirements") regulating
      the
      use by Tenant of the Premises, including, without limitation, the Occupational
      Safety and Health Act and the Americans With Disabilities Act.





8.2
            ENVIRONMENTAL
                REQUIREMENTS.





(a)  Definition
      of "Hazardous Material ".
      "Hazardous Material" means any flammable items, explosives, radioactive
      materials, oil, hazardous or toxic substances, material or waste or related
      materials, including any substances defined as or included in the definition
      of
      "hazardous substances", "hazardous wastes", "hazardous materials" or "toxic
      substances" now or hereafter regulated under any Legal Requirements, including
      without limitation petroleum-based products, paints, solvents, lead, cyanide,
      DDT, printing inks, acids, pesticides, ammonia compounds and other chemical
      products, asbestos, PCBs and similar compounds, and including any different
      products and materials which are found to have adverse effects on the
      environment or the health and safety of persons; provided, however, "Hazardous
      Material" does not include any de minimis quantities of office or other cleaning
      supplies commonly used in accordance with Legal Requirements.





(b)  Tenant's
      Obligations. Tenant will not cause or permit any Hazardous Material to be
      generated, produced, brought upon, used, stored, treated or disposed of in
      or
      about the Property by Tenant, its agents, employees, contractors, sublessees
      or
      invitees without (i) the prior written consent of Landlord, and (ii) complying
      with all applicable Legal Requirements pertaining to the transportation,
      storage, use or disposal of such Hazardous Material (collectively,
      "Environmental Laws"), including, but not limited to, obtaining proper permits.
      Landlord is entitled to take into account such other factors or facts Landlord
      deems reasonably relevant in granting or withholding consent to Tenant's
      proposed activity with respect to Hazardous Material. Landlord will not,
      however, be required to consent to the installation or use of any storage tanks
      on the Property.





If
      Tenant's transportation, storage, use or disposal of Hazardous Materials results
      in the contamination of the soil or surface or ground water, release of a
      Hazardous Material or loss or damage to person(s) or property or the violation
      of any Environmental Law, then Tenant agrees to: (x) notify Landlord immediately
      of any contamination, claim of contamination, release, loss or damage, (y)
      after
      consultation with Landlord, clean up the contamination in full compliance with
      all Environmental Laws and (z) indemnify, defend and hold Landlord harmless
      from
      and against any claims, suits, causes of action, costs and fees, including,
      without limitation, attorney's fees and costs, arising from or connected with
      any such contamination, claim of contamination, release, loss or damage. Tenant
      will fully cooperate with Landlord and provide such documents, affidavits and
      information as may be requested by Landlord (A) to comply with any Environmental
      Law, (B) to comply with the request of any lender, purchaser or tenant, and/or
      (C) as otherwise deemed reasonably necessary by Landlord in its discretion.
      Tenant will notify Landlord promptly in the event of any spill or other release
      of any Hazardous Material at, in, on, under or about the Premises which is
      required to be reported to a governmental authority under any Environmental
      Law,
      will promptly forward to Landlord copies of any notices received by Tenant
      relating to alleged violations of any Environmental Law, will promptly pay
      when
      due any fine or assessment against Landlord, Tenant or the Property and remove
      or bond any lien filed against the Property relating to any violation of
      Tenant's obligations with respect to Hazardous Material.


8


(c)  Landlord's
      Rights .
      Landlord will have the right, but not the obligation, without in any way
      limiting Landlord's other rights and remedies under this Lease, to enter upon
      the Premises, or to take such other actions as it deems necessary or advisable,
      to investigate, clean up, remove or remediate any Hazardous Material or
      contamination by Hazardous Material present on, in, at, under or emanating
      from
      the Premises or the Property in violation of Tenant's obligations under this
      Lease or under any laws regulating Hazardous Material or that Tenant is liable
      under this Lease to clean up, remove or remediate. Landlord will have the right,
      at its election, in its own name or as Tenant's agent, to negotiate, defend,
      approve and appeal, at Tenant's expense, any action taken or order issued by
      any
      governmental agency or authority against Tenant, Landlord or the Premises or
      the
      Property relating to any Hazardous Material or under any related law or the
      occurrence of any event or existence of any condition that would cause a breach
      of any of the covenants set forth in this Section 8.2.





If
      Landlord determines in good faith that a release or other environmental
      condition may have occurred during the Occupancy Period, at Tenant's cost,
      Landlord may require an environmental audit of the Premises by a qualified
      environmental consultant. Tenant will, at it sole cost and expense, take all
      actions recommended in such audit to remediate any environmental conditions
      for
      which it is responsible under this Lease.





8.3
            LANDLORD'S
                ACCESS.





Landlord
      or its agents may enter the Premises, upon 24 hours notice to Tenant (except
      in
      the case of an emergency), to show the Premises to potential buyers, investors
      or tenants or other parties, for routine property inspections and maintenance
      or
      for any other purpose Landlord deems reasonably necessary. During the last
      9
      months of the Lease Term, Landlord may place customary "For Lease" signs on
      the
      Premises.





8.4
            COMMON
                AREAS.





(a)  Common
      Areas .
      "Common
      Areas" means all areas within the Property which are available for the common
      use of tenants of the Property and which are not leased or held for the
      exclusive use of Tenant or other tenants, including, but not limited to, parking
      areas, driveways, sidewalks, access roads, landscaping, and planted areas.
      Landlord, from time to time, may change the size, location, nature, and use
      of
      any of the Common Areas, convert Common Areas into leaseable areas, construct
      additional parking facilities in the Common Areas, and increase or decrease
      Common Area land or facilities so long as Tenant's use of the Premises is not
      materially affected.





(b)  Use
      of
      Common Areas .
      Tenant
      will have the non-exclusive right (in common with other tenants and all others
      to whom Landlord has granted or may grant such rights) to use the Common Areas,
      including the Parking Spaces, for the purposes intended, subject to such
      reasonable rules and regulations as Landlord may establish or modify from time
      to time. Tenant agrees to abide by all such rules and regulations and to use
      its
      best efforts to cause others who use the Common Areas with Tenant's express
      or
      implied permission to abide by the Rules and Regulations. At any time, Landlord
      may close any Common Areas to perform any acts as, in Landlord's reasonable
      judgment, are desirable to maintain or improve the Property. Tenant will not
      interfere with the rights of Landlord, other tenants, or any other person
      entitled to use the Common Areas.





(c)  Parking .
      Tenant
      shall be entitled to park in common with other tenants of Landlord, and receive
      three (3) nonreserved, unassigned parking spaces for every 1,000 square feet
      of
      rentable area of the Premises (i.e., eighty-nine (89) spaces as of the date
      hereof). Tenant agrees not to overburden the parking facilities, agrees to
      cooperate with Landlord and other tenants in the use of parking facilities,
      and
      to abide by all rules and regulations regarding the use of such parking
      facilities as may now exist, or as may hereinafter be promulgated by Landlord.
      Said parking spaces shall be used for parking by vehicles no larger than
      full-size passenger automobiles or pick-up trucks, herein called "Permitted
      Size
      Vehicles." Vehicles other than Permitted Size Vehicles shall be parked and
      loaded or unloaded as directed by Landlord. Landlord reserves the right, in
      its
      absolute discretion, to determine whether parking facilities are becoming
      overcrowded, and in such event, to allocate parking spaces among tenants or
      to
      designate areas within which Tenant must park. Landlord further reserves the
      right to modify, restripe, and otherwise change the location of drives and
      parking spaces. Tenant and Tenant's employees, visitors and customers assume
      all
      responsibility for damage and theft to vehicles. Tenant shall repair or cause
      to
      be repaired, at Tenant's sole cost and expense, any and all damage to the
      buildings on the Property caused by Tenant's, or Tenant's employees', visitors'
      or customers' use of such parking areas thereon.


9


**ARTICLE
      IX**


**CONDITION
      AND MAINTENANCE OF PREMISES**





9.1
            EXISTING
                CONDITIONS.





Tenant
      hereby accepts the Property and the Premises in their present condition, subject
      to all Legal Requirements. Tenant acknowledges that neither Landlord nor any
      agent of Landlord has made any representation as to the condition of the
      Property or the suitability of the Property for Tenant's intended use, and
      except as specifically set forth herein, no agreement of Landlord to alter,
      remodel, decorate, clean or improve the Premises or Property (or to provide
      Tenant with any credit or allowance for the same), have been made by or on
      behalf of Landlord or relied upon by Tenant. Tenant represents and warrants
      that
      Tenant has made its own inspection of and inquiry regarding the condition of
      the
      Property and is not relying on any representations of Landlord or any broker
      with respect thereto. Notwithstanding the foregoing, Landlord, at Landlord's
      sole cost and expense, shall perform the improvements to the Premises as
      described on Exhibit
      D attached
      hereto and made a pail hereof using building standard materials and finishes
      ("Landlord's Work"). Landlord estimates that the cost of Landlord's Work is
      Two
      Hundred Five Thousand Five Hundred Fifteen and 00/100 ($205,515.00) Dollars.
      In
      the event that Tenant requests changes to Landlord's Work which will increase
      the cost thereof, Tenant shall pay to Landlord any such additional costs (the
      " Excess
      Costs ")
      upon
      demand by Landlord. Tenant shall provide its own furniture, fixtures, equipment
      and appliances for the Premises.





9.2
            LANDLORD'S
                OBLIGATIONS.





Subject
      to the provisions of Article 10 (Casualty and Condemnation) and Tenant's
      obligation to pay Additional Rent pursuant to Section 3.2, and except for damage
      caused by any act or omission of Tenant or Tenant's employees, agents,
      contractors or invitees, Landlord will maintain the Common Areas in good order,
      condition and repair and will keep the foundation, roof, building systems
      (including the heating, ventilating and air conditioning system), structural
      supports and exterior walls of the improvements on the Property in good order,
      condition and repair. Landlord will not be obligated to maintain or repair
      windows, doors or plate glass. Tenant will promptly report in writing to
      Landlord any defective condition known to it which Landlord is required to
      repair. Landlord will repair, at Tenant's expense, any damage to the Property
      caused by Tenant's acts or omissions which is Landlord's maintenance
      responsibility. In the event that Landlord replaces the heating, ventilating
      and
      air conditioning system serving the Premises (after its determination that
      such
      replacement is necessary), the cost thereof shall accrue interest at a rate
      reasonably determined by Landlord and shall be amortized over a term often
      (10)
      years, with payments of principal and interest with respect to such replacement
      cost to be made by Tenant to Landlord on a monthly basis from the date of an
      invoice from Landlord to Tenant through the expiration of the Lease and paid
      with Tenant's payments of Base Rent hereunder.


10


9.3
            TENANT'S
                OBLIGATIONS.





Subject
      to the provisions of Article 10 (Casualty and Condemnation), at its sole cost
      and expense, Tenant will keep all portions of the Premises (including without
      limitation, all systems and equipment, i.e., dock levelers, bumpers, doors
      and
      floors including slabs and slab repairs, crack filling and joint repairs, other
      than the heating, ventilating and air conditioning system, which is to be
      maintained, repaired and replaced by Landlord as set forth above) in good order,
      condition and repair (including repainting and refinishing, as needed). If
      any
      portion of the Premises or any system or equipment in the Premises which Tenant
      is obligated to repair can not be fully repaired or restored, Tenant will
      promptly replace such portion of the Premises or system or equipment. If the
      benefit or useful life of such replacement extends beyond the Lease Term, Tenant
      will only pay for a prorated portion of the useful life of such replacement.
      At
      Tenant's request, Landlord will perform Tenant's maintenance and repair
      obligations under this Section 9.03 and Tenant will reimburse Landlord for
      all
      costs incurred in doing so promptly upon receipt of an invoice from
      Landlord.





9.4
            ALTERATIONS,
                ADDITIONS, AND IMPROVEMENTS.





(a)  Tenant's
      Work .
      Tenant
      may not make any installations, alterations, additions, or improvements or
      major
      repairs in or to the Premises without obtaining Landlord's prior written
      consent. All work will be performed in accordance with plans and specifications
      approved by Landlord. Tenant will procure all necessary permits and licenses
      before undertaking any work on the Premises and will perform all work in a
      good
      and workmanlike manner employing materials of good quality and in conformity
      with all applicable Legal Requirements and insurance requirements. Tenant will
      (i) employ only contractors reasonably approved by Landlord, (ii) require all
      contractors employed by Tenant to carry worker's compensation insurance in
      accordance with statutory requirements and commercial general liability
      insurance covering such contractors on or about the Premises with a combined
      single limit not less than $1,000,000 and (iii) submit certificates evidencing
      such coverage to Landlord prior to the commencement of any work. Landlord may
      inspect Tenant's work at reasonable times. Tenant will prosecute and complete
      such work with reasonable diligence and will provide Landlord with "as built"
      plans, copies of all construction contracts and proof of payment for all labor
      and materials.





(b)  No
      Liens. Tenant will pay when due all claims for labor and material furnished
      to the Premises and keep the Property at all times free from liens for labor
      and
      materials. Tenant will give Landlord at least 20 days' prior written notice
      of
      the commencement of any work on the Premises, regardless of whether Landlord's
      consent to such work is required. Landlord may record and post notices of
      non-responsibility on the Premises.





9.5
            CONDITION
                UPON TERMINATION.





Upon
      the
      expiration or termination of the Lease Term, Tenant will surrender the Premises
      to Landlord broom clean and in the condition which Tenant is required to
      maintain the Premises under this Lease. Tenant will not be obligated to repair
      any damage which Landlord is required to repair under Article 10 (Casualty
      and
      Condemnation). Landlord may require Tenant, at its expense, to remove any
      alterations, additions or improvements (other than Landlord's Work), as well
      as
      any and all signage installed by or for Tenant on the Premises or the Building,
      prior to the expiration of the Lease and to restore the Premises and the
      Building to their prior condition. With respect to any alterations, additions
      or
      improvements which require Landlord's approval, Landlord will specify if Tenant
      will be required to remove the same at the time of such approval. Additionally,
      prior to the expiration or earlier termination of the Lease Term or Tenant's
      right to possession of the Premises, Tenant shall remove its furniture,
      equipment, trade fixtures, other items of personal property, and any and all
      wiring and cabling (including but not limited to telephone, fiber optic,
      computer, communications, and fire alarm wires and cables) from the Premises,
      as
      well as any and all risers, plenums and conduits installed and used exclusively
      by Tenant in the Building. If Tenant does not remove any such alterations,
      additions, improvements, or items as set forth herein, Tenant shall be
      conclusively presumed to have conveyed the same to Landlord free and clear
      of
      any and all liens and security interests without further payment or credit
      by
      Landlord to Tenant; or at Landlord's sole option, such items shall be deemed
      abandoned, in which event Landlord may cause such items to be removed and
      disposed of at Tenant's expense, without notice to Tenant and without obligation
      to compensate Tenant, and Landlord shall, prior to returning the Security
      Deposit to Tenant pursuant to Section 14.4 hereof, deduct the cost of such
      removal and disposal from the Security Deposit, with any costs thereof in excess
      of the Security Deposit to be paid by Tenant to Landlord upon
      demand.


11


9.6
            EXEMPTION
                OF LANDLORD FROM LIABILITY.





Landlord
      will not be liable for any damage or injury to the person, business (or any
      loss
      of income therefrom), goods, wares, merchandise or other property of Tenant,
      Tenant's employees, invitees, customers or any other person or about the
      Property, whether such damage or injury is caused by or results from: (a) fire,
      steam, electricity, water, gas or rain; (b) the breakage, leakage, obstruction
      or other defects of pipes, sprinklers, wires, appliances, plumbing, air
      conditioning or lighting fixtures or any other cause; (c) conditions arising
      in
      or about the Property, or from other sources or places; (d) any curtailment
      or
      interruption in utility services or (e) any act or omission of any other tenant
      of the Property. Tenant will give Landlord prompt notice upon the occurrence
      of
      any accident or casualty at the Premises. The provisions of this Section will
      not exempt Landlord from liability for its gross negligence or willful
      misconduct; provided, however, Landlord will not be liable for any consequential
      damages.





**ARTICLE
      X**


**CASUALTY
      AND CONDEMNATION**





10.1
            DAMAGE
                TO PREMISES.





(a)  If
      the
      Premises are destroyed or rendered untenantable, either wholly or in part,
      by
      fire or other casualty ("Casualty"), Tenant will immediately notify Landlord
      in
      writing upon the occurrence of such Casualty. Landlord may elect either to
      (i)
      repair the damage caused by such casualty as soon as reasonably possible, in
      which case this Lease will remain in full force and effect, or (ii) terminate
      the Lease Term as of the date the Casualty occurred. Landlord will notify Tenant
      within 30 days after receipt of notice of the Casualty whether Landlord elects
      to repair the damage or terminate the Lease Term. If Landlord elects to repair
      the damage, Tenant will pay Landlord Tenant's Pro Rata Share of the deductible
      amount (which deductible shall not exceed $25,000) under Landlord's insurance
      allocable to the damage to the Premises and, if the damage was due to an act
      or
      omission of Tenant or its employees, agents, contractors or invitees, the
      difference between the actual cost of repair and any insurance proceeds received
      by Landlord.





(b)  If
      (i)
      based on the estimate of Landlord's architect or contractor, it will take
      Landlord more than 9 months to rebuild the Premises or (ii) the Casualty occurs
      during the last 6 months of the Lease Term and the damage is estimated by
      Landlord to require more than 30 days to repair, Tenant may elect to terminate
      the Lease Term as of the date the Casualty occurred, which must be exercised
      by
      written notification to Landlord within 10 days after the occurrence of the
      Casualty.





(c)  If
      the
      Property is destroyed or damaged by Casualty and Landlord elects to repair
      or
      restore the Property pursuant to the provisions of this Article 10, any Rent
      payable during the period of such damage, repair and/or restoration will be
      reduced according to the degree, if any, to which Tenant's use of the Premises
      is impaired.





(d)  The
      provisions of this Article 10 will govern the rights and obligations of Landlord
      and Tenant in the event of any damage or destruction of or to the Property.
      Tenant waives the protection of any statute, code or judicial decision which
      grants a tenant the right to terminate a lease in the event of the damage or
      destruction of the leased property.


12


10.2
            CONDEMNATION.





If
      more
      than 20% of the floor area of the Premises or more than 25% of the parking
      on
      the Property is taken by eminent domain, either Landlord or Tenant may terminate
      the Lease Term as of the date the condemning authority takes title or
      possession, by delivering notice to the other within 10 days after receipt
      of
      written notice of such taking (or in the absence of such notice, within 10
      days
      after the condemning authority takes title or possession). If neither party
      terminates the Lease Term, this Lease will remain hi effect as to the portion
      of
      the Premises not taken, except that the Base Rent will be reduced in proportion
      to the reduction in the floor area of the Premises. Any condemnation award
      or
      payment will be paid to Landlord. Tenant will have no claim against Landlord
      for
      the value of the unexpired lease term or otherwise; provided, however, Tenant
      may make a separate claim with the condemning authority for its personal
      property and/or moving costs so long as Landlord's award is not reduced
      thereby.





**ARTICLE
      XI**


**ASSIGNMENT
      AND SUBLETTING**





11.1
            LANDLORD'S
                CONSENT REQUIRED.





Tenant
      will not assign or transfer this Lease or sublease the Premises or any part
      thereof or interest therein, or mortgage, pledge or hypothecate its leasehold
      interest, without Landlord's prior written consent, which will not be
      unreasonably withheld. Unless Tenant is a publicly traded company, a transfer
      of
      a controlling interest in Tenant will be deemed an assignment of this Lease.
      Any
      attempted transfer without consent will be void and constitute a non-curable
      Event of Default under this Lease (as defined below). Tenant's request for
      consent will include the details of the proposed sublease or assignment,
      including the name, business and financial condition of the prospective
      transferee, financial details of the proposed transaction (e.g., the term of
      and
      the rent and security deposit payable under any proposed assignment or
      sublease), and any other information Landlord deems relevant. Landlord will
      have
      the right to withhold consent, in its reasonable business judgment, or to grant
      consent, based on the following factors: (i) the business of the proposed
      assignee or subtenant and the proposed use of the Premises; (ii) the net worth
      and financial condition of the proposed assignee or subtenant; (iii) Tenant's
      compliance with all of its obligations under this Lease; and (iv) such other
      factors as Landlord may reasonably deem relevant. Tenant will promptly furnish
      to Landlord copies of all transaction documentation.





11.2
            OFFER
                TO TERMINATE.





If
      Tenant
      desires to assign this Lease or sublease all or any part of the Premises, Tenant
      will notify Landlord and Landlord for a period of 30 days will have the right
      to
      terminate the Lease Term. If Tenant desires to sublease only a portion of the
      Premises, and such portion is subdividable (with any costs paid by Tenant),
      then
      the right to terminate may be exercised with respect to only that portion of
      the
      Premises to be subleased. If Landlord elects not to terminate the Lease Term
      as
      provided in this Section 11.2, Tenant shall pay to Landlord 50% of any net
      profits (i.e., profits after deducting the actual bona fide costs or expenses
      incurred by Tenant in connection with such assignment or sublease, amortized
      monthly on a straight-line basis over the term of the applicable sublease or
      assignment) received by Tenant from any assignment of this Lease or sublet
      of
      the Premises.





11.3
            NO
                RELEASE OF TENANT.





Notwithstanding
      any assignment or subletting, Tenant will at all times remain fully responsible
      and primarily liable for the payment of Rent and compliance with all of Tenant's
      obligations under this Lease. Consent to one transfer will not be deemed a
      consent to any subsequent transfer or a waiver of the obligation to obtain
      consent on subsequent occasions. If Tenant's assignee or transferee defaults
      under this Lease, Landlord may proceed directly against Tenant without pursuing
      remedies against the assignee or transferee.


13


**ARTICLE
      XII**


**DEFAULTS
      AND REMEDIES**





12.1
            COVENANTS
                AND CONDITIONS.





Tenant's
      performance of each of Tenant's obligations under this Lease is a condition
      as
      well as a covenant. Tenant's right to continue in possession of the Premises
      is
      conditioned upon such performance. Time is of the essence in the performance
      by
      Tenant of all covenants and conditions.





12.2
            DEFAULTS.





Each
      of
      the following constitutes an "Event of Default" under this Lease:





(a)  Tenant
      fails to pay Rent or any other sum payable under this Lease within 5 days after
      it is due;





(b)  Tenant
      fails to perform any of Tenant's other obligations under this Lease and such
      failure continues for a period of 30 days after notice from Landlord; provided
      that if more than 30 days are reasonably required to complete such performance,
      Tenant will not be in default if Tenant commences such performance within the
      30
      day period and thereafter diligently pursues its completion;





(c)  Tenant
      abandons the Premises; or





(d)  Tenant
      (or Guarantor) becomes insolvent or bankrupt, has a receiver or trustee
      appointed for any part of its property, makes an assignment for the benefit
      of
      its creditors, or any proceeding is commenced either by Tenant or against it
      under any bankruptcy or insolvency laws, which proceeding is not dismissed
      within 60 days; provided, however, if a court of competent jurisdiction
      determines that any of the acts described in this subsection (d) is not an
      Event
      of Default under this Lease, and a trustee is appointed to take possession
      (or
      if Tenant remains a debtor in possession) and such trustee or Tenant assigns,
      subleases, or transfers Tenant's interest hereunder, then Landlord will receive,
      as Additional Rent, the excess, if any, of the rent (or any other consideration)
      paid in connection with such assignment, transfer or sublease over the rent
      payable by Tenant under this Lease.





12.3
            REMEDIES.





On
      the
      occurrence of an Event of Default, Landlord may, at any time thereafter, with
      or
      without notice or demand, and without limiting Landlord in the exercise of
      any
      right or remedy which Landlord may have:





(a)  Terminate
      the Lease Term by written notice to Tenant. Tenant will then immediately quit
      and surrender the Premises to Landlord, but Tenant will remain liable as
      hereinafter provided. Following termination, without prejudice to other remedies
      Landlord may have by reason of Tenant's default or of such termination, Landlord
      may (i) peaceably reenter the Premises upon voluntary surrender by Tenant or
      remove Tenant therefrom and any other persons occupying the Premises, using
      such
      legal proceedings as may be available; (ii) repossess the Premises or relet
      the
      Premises or any part thereof for such term (which may be for a term extending
      beyond the Lease Term), at such rental and upon such other terms and conditions
      as Landlord in Landlord's sole discretion determines, with the right to make
      alterations and repairs to the Premises; and (iii) remove all personal property
      therefrom.


14


The
      amount of damages Tenant will pay to Landlord following termination will include
      all Rent unpaid up to the termination of the Lease Term, the value of any free
      or reduced rent provided for in this Lease, costs and expenses incurred by
      Landlord due to such Event of Default and, in addition, Tenant will pay to
      Landlord as damages, at the election of Landlord (if Landlord shall elect
      subsection (y) below, it may cease such election at any time), either (x) the
      amount, discounted to present value (at the then Federal Reserve Bank discount
      rate) by which, at the time of the termination of the Lease Term or of Tenant's
      right to possession (or at any time thereafter if Landlord initially elects
      damages under subsection (y) below), (i) the aggregate of the Rent and other
      charges projected over the period commencing with such termination and ending
      on
      the expiration date of this Lease exceeds (ii) the aggregate projected rental
      value of the Premises for such period; or (y) amounts equal to the Rent and
      other charges which would have been payable by Tenant had the Lease Term or
      Tenant's right to possession not been so terminated, payable upon the due dates
      therefor specified herein following such termination and until the expiration
      date of this Lease, provided, however, that if Landlord re-lets the Premises
      during such period, Landlord will credit Tenant with the net rents received
      by
      Landlord from such re-letting, such net rents to be determined by first
      deducting from the gross rents received from such re-letting the expenses
      incurred or paid by Landlord in terminating this Lease, and the reasonable
      expenses of re-letting, including, without limitation, altering and preparing
      the Premises for new tenants, brokers' commissions and legal fees, it being
      understood that any such reletting may be for a period equal to or shorter
      or
      longer than the remaining Lease Term; and provided, further, that in no event
      (i) will Tenant be entitled to receive any excess of such net rents over the
      sums payable by Tenant to Landlord hereunder or (ii) will Tenant be entitled
      in
      any suit for the collection of damages pursuant to this subsection (y) to a
      credit in respect of any net rents from a re-letting except to the extent that
      such net rents are actually received by Landlord prior to the commencement
      of
      such suit.





If
      the
      Premises or any part thereof are re-let in combination with other space, then
      proper apportionment on a square foot area basis will be made of the rent
      received from such re-letting and of the expenses of re-letting. In calculating
      the Rent and other charges under subsection (x) above, there will be included,
      in addition to the Rent, other considerations agreed to be paid or performed
      by
      Tenant, on the assumption that all such considerations would have remained
      constant for the balance of the full Lease Term hereby granted. Landlord may
      re-let the Premises or any part thereof for such rent and on such terms as
      it
      determines (including the right to re-let the Premises for a greater or lesser
      term than the Lease Term, the right to re-let the Premises as part of a larger
      area and the right to change the character or use made of the Premises).
      Landlord will use reasonable efforts to re-let the Premises and otherwise to
      mitigate Tenant's damages upon redelivery of the Premises to Landlord. Suit
      or
      suits for the recovery of damages, or any installments thereof, may be brought
      by Landlord from time to time at its election, and nothing contained herein
      will
      be deemed to require Landlord to postpone suit until the date when the Lease
      Term would have expired if it had not been terminated hereunder.





(b)  Maintain
      Tenant's right to possession, in which case this Lease will continue in effect
      whether or not Tenant has abandoned the Premises. In such event, Landlord will
      be entitled to enforce all of Landlord's rights and remedies under this Lease,
      including the right to recover the Rent as it becomes due.





(c)  Pursue
      any other remedy now or hereafter available to Landlord under the laws or
      judicial decisions of the state in which the Property is located.





12.4
            DAMAGES.





On
      any
      termination, Landlord's damages will include all costs and fees, including
      reasonable attorneys' fees that Landlord incurs in connection with any
      bankruptcy court or other court proceeding with respect to the Lease, the
      obtaining of relief from any stay in bankruptcy restraining any action to evict
      Tenant, or the pursuing of any action with respect to Landlord's right to
      possession of the Premises. All such damages suffered (apart from Rent payable
      hereunder) will constitute pecuniary damages which will be paid to Landlord
      prior to assumption of the Lease by Tenant or any successor to Tenant in any
      bankruptcy or other proceedings.


15


12.5
            CUMULATIVE
                REMEDIES.





Except
      as
      otherwise expressly provided herein, any and all rights and remedies which
      Landlord may have under this Lease and at law and equity are cumulative and
      will
      not be deemed inconsistent with each other, and any two or more of all such
      rights and remedies may be exercised at the same time to the greatest extent
      permitted by law.





**ARTICLE
      XIII**


**PROTECTION
      OF LENDERS**





13.1
            SUBORDINATION.





This
      Lease shall be automatically subordinated to any Mortgage encumbering the
      Property. Landlord shall use commercially reasonable efforts to provide to
      Tenant an instrument in commercially reasonable form providing that the ground
      lessor, mortgagor or beneficiary of such Mortgage agrees that in the event
      of
      the foreclosure or termination of such Mortgage, this Lease and the rights
      of
      Tenant hereunder will continue in full force and effect so long as Tenant
      continues to comply with all its obligations hereunder. "Mortgage" includes
      any
      mortgage, deed of trust or ground lease, together with any amendments,
      additional advances, restatements, modifications or consolidations of such
      instrument. If any ground lessor, beneficiary or mortgagee elects to have this
      Lease prior to the lien of its Mortgage and gives written notice thereof to
      Tenant, this Lease will be deemed prior to such Mortgage whether this Lease
      is
      dated prior or subsequent to the date of said Mortgage or the date of recording
      thereof.





13.2
            ATTORNMENT.





If
      Landlord's interest in the Property is acquired by any ground lessor,
      beneficiary, mortgagee, or purchaser at a foreclosure sale, Tenant will attorn
      to the transferee of or successor to Landlord's interest in the Property and
      recognize such transferee or successor as successor Landlord under this Lease.
      Tenant waives the protection of any statute or rule of law which gives Tenant
      any right to terminate this Lease or surrender possession of the Premises upon
      the transfer of Landlord's interest.





13.3
            ESTOPPEL
                CERTIFICATES.





Within
      10
      days after Landlord's request, Tenant will execute, acknowledge and deliver
      to
      Landlord a written statement certifying: (i) that none of the terms or
      provisions of this Lease have been changed (or if they have been changed,
      stating how they have been changed); (ii) that this Lease has not been canceled
      or terminated; (iii) the last date of payment of the Base Rent and other charges
      and the time period covered by such payment; (iv) that Landlord is not in
      default under this Lease (or if Landlord is claimed to be in default, setting
      forth such default in reasonable detail); and (v) such other information with
      respect to Tenant or this Lease as Landlord may reasonably request or which
      any
      prospective purchaser or encumbrancer of the Property may require. Landlord
      may
      deliver any such statement by Tenant to any prospective purchaser or
      encumbrancer of the Property, and such purchaser or encumbrancer may rely
      conclusively upon such statement as true and correct. If Tenant does not deliver
      such statement to Landlord within such 10 day period, Landlord, and any
      prospective purchaser or encumbrancer, may conclusively presume and rely upon
      (and Tenant will be estopped from denying): (i) that the terms and provisions
      of
      this Lease have not been changed except as otherwise represented by Landlord;
      (ii) that this Lease has not been canceled or terminated except as otherwise
      represented by Landlord; (iii) that not more than one month's Base Rent or
      other
      charges have been paid in advance; and (iv) that Landlord is not in default
      under this Lease.


16


13.4
            TENANT'S
                FINANCIAL CONDITION.





Within
      10
      days after request from Landlord from time to time, Tenant will deliver to
      Landlord Tenant's financial statements (audited, if available) for the most
      recent two fiscal years. Such financial statements may be delivered to
      Landlord's mortgagees and lenders and prospective mortgagees, lenders and
      purchasers. Landlord shall exercise commercially reasonable efforts to keep
      all
      non-public financial statements confidential to Landlord and such mortgagees
      or
      prospective purchasers and their respective attorneys, accountants and
      representatives, and Landlord will use them only in connection with the Property
      and this Lease.





**ARTICLE
      XIV**


**MISCELLANEOUS
      PROVISIONS**





14.1
            COVENANT
                OF QUIET ENJOYMENT.





Tenant
      on
      paying the Rent and performing its obligations hereunder will peacefully and
      quietly have, hold and enjoy the Premises throughout the Lease Term without
      any
      manner of hindrance from Landlord, subject however to all the terms and
      provisions hereof.





14.2
            LANDLORD'S
                LIABILITY AND INDEMNITY.





The
      obligations of this Lease run with the land, and this Lease will be binding
      upon
      and inure to the benefit of the parties hereto and their respective successors
      and assigns. No owner of the Property will be liable under this Lease except
      for
      breaches of Landlord's obligations occurring while it is owner of the Property.
      The obligations of Landlord will be binding upon the assets of Landlord which
      comprise the Property but not upon other assets of Landlord. No individual
      Representative will be personally liable under this Lease or any other
      instrument, transaction or undertaking contemplated hereby.





To
      the
      fullest extent permitted by law, Landlord will indemnify and hold harmless
      Tenant from any liabilities, losses, damages, costs, expenses (including
      reasonable attorneys' fees and expenses), causes of action, suits, claims,
      demands or judgments arising from any act of negligence of Landlord, except
      to
      the extent arising out of Tenant's negligence or willful misconduct or breach
      of
      this Lease. This indemnity does not cover claims arising from the presence
      or
      release of Hazardous Materials.





14.3
            NOTICE
                TO LANDLORD.





Tenant
      will give written notice of any failure by Landlord to perform any of its
      obligations under this Lease to Landlord and to any ground lessor, mortgagee
      or
      beneficiary under any Mortgage encumbering the Property whose name and address
      have been furnished to Tenant. Landlord will not be in default under this Lease
      unless Landlord (or such ground lessor, mortgagee or beneficiary) fails to
      cure
      such non-performance within 30 days after receipt of Tenant's notice or such
      longer period as may be required to diligently complete such matter. If Landlord
      (or such ground lessor, mortgagee or beneficiary) can not perform any of its
      obligations due to events beyond its reasonable control, the time provided
      for
      performing such obligations will be extended by a period of time equal to the
      duration of such events. Events beyond Landlord's reasonable control include,
      but are not limited to, acts of God, war, civil commotion, labor disputes,
      strikes, fire, flood or other casualty or weather conditions, shortages of
      labor
      or material, and Legal Requirements.





14.4
            HOLDING
                OVER.





If
      Tenant
      does not vacate the Premises upon the expiration or earlier termination of
      this
      Lease, (i) Tenant will indemnify Landlord against all damages, costs,
      liabilities and expenses, including attorneys' fees, which Landlord incurs
      on
      account of Tenant's failure to vacate and (ii) the Base Rent will increase
      to
      150% of the Base Rent then in effect, payable to Landlord in monthly
      installments without pro-ration for any partial month, and Tenant's obligation
      to pay Additional Rent will continue. Any holdover by Tenant does not constitute
      an extension of the Lease or recognition by Landlord of any right of Tenant
      to
      remain in the Premises.


17


14.5
            LANDLORD'S
                CONSENT.





Tenant
      will pay Landlord its reasonable fees and expenses incurred in connection with
      any act by Tenant which requires Landlord's consent or approval under this
      Lease.





14.6
            LANDLORD'S
                RIGHT TO CURE.





If
      Tenant
      defaults in the performance of any obligation under this Lease, Landlord will
      have the right (but is not required) to perform such obligation and, if
      necessary, to enter upon the Premises. All costs incurred by Landlord (together
      with interest at the rate of 15% per year but not to exceed the highest legal
      rate) will be deemed to be Additional Rent under this Lease and will be payable
      to Landlord immediately on demand. Landlord may exercise the foregoing rights
      without waiving any of its other rights or releasing Tenant from any of its
      obligations under this Lease.





14.7
            INTERPRETATION.





The
      captions of the Articles or Sections of this Lease are not a part of the terms
      or provisions of this Lease. Whenever required by the context of this Lease,
      the
      singular includes the plural and the plural includes the singular. The
      masculine, feminine and neuter genders each include the other. In any provision
      relating to the conduct, acts or omissions of Tenant, the term "Tenant" includes
      Tenant's agents, employees, contractors, invitees, successors or others using
      the Premises with Tenant's express or implied permission. This Lease does not,
      and nothing contained herein, will create a partnership or other joint venture
      between Landlord and Tenant. A determination by a court of competent
      jurisdiction that any provision of this Lease or any part thereof is illegal
      or
      unenforceable will not invalidate the remainder of such provision, which will
      remain in full force and effect.





14.8
            INCORPORATION
                OF PRIOR AGREEMENTS; MODIFICATIONS.





This
      Lease is the only agreement between the parties pertaining to the lease of
      the
      Premises. All amendments to this Lease must be in writing and signed by all
      parties. Any other attempted amendment will be void.





14.9
            NOTICES.





All
      notices, requests and other communications required or permitted under this
      Lease will be in writing and personally delivered or sent by a national
      overnight delivery service which maintains delivery records. Notices will be
      delivered to Tenant's Notice Address or to Landlord's Notice Address, as
      appropriate. All notices will be effective upon delivery (or refusal to accept
      delivery). Either party may change its notice address upon written notice to
      the
      other party.





14.10
            WAIVERS.





All
      waivers will be in writing and signed by the waiving party. Landlord's failure
      to enforce any provision of this Lease or its acceptance of Rent is not a waiver
      and will not prevent Landlord from enforcing that provision or any other
      provision of this Lease in the future. No statement on a payment check from
      Tenant or in a letter accompanying a payment check will be binding on Landlord.
      Landlord may, with or without notice to Tenant, negotiate such check without
      being bound by to the conditions of such statement.


18


14.11
            BINDING
                EFFECT; CHOICE OF LAW.





This
      Lease will bind any party who legally acquires any rights or interest in this
      Lease from Landlord or Tenant, provided that Landlord will have no obligation
      to
      Tenant's successor unless the rights or interests of Tenant's successor are
      acquired in accordance with the terms of this Lease. The laws of the state
      in
      which the Property is located govern this Lease. The parties hereto waive trial
      by jury in any action, proceeding or counterclaim brought by any party(ies)
      against any other party(ies) on any matter arising out of or in any way
      connected with this Lease or the relationship of the parties
      hereunder.





14.12
            EXECUTION
                OF LEASE.





This
      Lease may be executed in counterparts and, when all counterpart documents are
      executed, the counterparts will constitute a single binding instrument.
      Landlord's delivery of this Lease to Tenant is not be deemed to be an offer
      to
      lease and will not be binding upon either party until executed and delivered
      by
      both parties.





14.13
            SURVIVAL.





All
      representations and warranties of Landlord and Tenant, Tenant's indemnity under
      Section 6.4, the provisions of Section 8.2 and all obligations of Tenant to
      pay
      Additional Rent hereunder, shall survive the termination of this
      Lease.





14.14
            SECURITY
                DEPOSIT.





Upon
      the
      execution of this Lease and as a condition precedent to the effectiveness of
      this Lease, Tenant shall deposit with Landlord the Security Deposit. Landlord
      may, at its option, apply all or part of the Security Deposit to any unpaid
      Rent
      or other charges due from Tenant, cure any other defaults of Tenant, or
      compensate Landlord for any loss or damage which Landlord may suffer due to
      Tenant's default. If Landlord uses any part of the Security Deposit, Tenant
      will
      restore the Security Deposit to its full amount within 10 days after Landlord's
      request. No interest will be paid on the Security Deposit, no trust relationship
      is created herein between Landlord and Tenant with respect to the Security
      Deposit, and the Security Deposit may be commingled with other funds of
      Landlord. Upon expiration or termination of this Lease not resulting from
      Tenant's default and after Tenant has vacated the Premises in the manner
      required by this Lease, Landlord will pay to Tenant any balance of the Security
      Deposit not applied pursuant to this Section. If the Security Deposit is in
      the
      form of an unconditional, irrevocable letter of credit, such letter of credit
      will be issued by a financial institution approved by Landlord and in the form
      of Exhibit E attached hereto and made a part hereof. Tenant acknowledges
      that any failure of the issuing bank to renew the letter of credit for an
      additional period of one (1) year (unless the letter of credit has been reduced
      to $0 as set forth below, or the Term has expired) shall constitute an Event
      of
      Default hereunder, entitling Landlord to immediately draw down on such letter
      of
      credit without notice to Tenant.





So
      long
      as Tenant is not in default under the terms of the Lease (and no condition
      exists which, but for the passage of time or the giving of notice would
      constitute a default hereunder), upon notice to Landlord, and Landlord's written
      approval thereof, the Letter of Credit may be reduced as follows (a) to $75,000
      on the first day of the third (3rd) Lease Year, (b) to $50,000 on the
      first day of the fourth (4th) Lease Year, (c) to $25,000 on the first
      day of the fifth (5th) Lease Year, and (d) to $0 on the first day of
      the sixth (6th) Lease Year. If Tenant is not entitled to any one
      reduction, as set forth above, Tenant shall not be entitled to any further
      reductions hereunder. Upon reduction of the amount of the Letter of Credit,
      Tenant shall deliver to Landlord an amendment to the Letter of Credit setting
      forth the new amount thereof. If the Letter of Credit has not been released
      as
      set forth above, within forty-five (45) days of the Expiration Date, provided
      no
      draw is pending or has been made with the issuer of said Letter of Credit by
      Landlord, and Tenant is not in default (nor are there any conditions which,
      but
      for the passage of time or the giving of notice would constitute a default
      hereunder), Tenant shall be entitled to a full release of the Letter of
      Credit.


19


14.15
            ACTS
                OF GOD.





In
      any
      case where either party hereto is required to do any act, delays caused by
      or
      resulting from Acts of God, war, civil commotion, fire, floor or other casualty,
      labor difficulties, shortages of labor, materials or equipment, government
      regulations, unusually severe weather, or other causes beyond such party's
      reasonable control, shall not be counted in determining the time during which
      work shall be completed, whether such time be designated by a fixed date, a
      fixed time or a "reasonable time", and such time shall be deemed to be extended
      by the period of such delay.





14.16
            INTENTIONALLY
                DELETED.





14.17
            INTENTIONALLY
                DELETED.





14.18
            NO
                OTHER BROKERS.





Landlord
      and Tenant each represent and warrant to the other that the Brokers are the
      only
      agents, brokers, finders or other parties with whom it has dealt who may be
      entitled to any commission or fee with respect to this Lease or the Premises
      or
      the Property. Landlord and Tenant each agree to indemnify and hold the other
      party harmless from any claim, demand, cost or liability, including, without
      limitation, attorneys' fees and expenses, asserted by any party other than
      the
      Brokers based upon dealings with that party.





14.19
            LEGAL
                COSTS.





In
      any
      enforcement proceeding brought by either party with respect to this Lease,
      the
      non-prevailing party will pay to the prevailing party in such proceeding all
      costs, including reasonable attorneys' fees and court costs, incurred by such
      other party with respect to said proceeding and any appeals
      therefrom.





14.20
            ADDITIONAL
                PROVISIONS.





The
      exhibits, if any, attached hereto, are incorporated herein by
      reference.





SIGNATURES
      FOLLOW ON NEXT PAGE


20


Signed
      on June
      6 ,
      2006





LANDLORD:





BASS
      LAKEJ&EALTY LLC, a Delaware limited liability company





By:
            /s/
                Randolph L. Razazian IIIName:
                Randolph L. Razazian IIITitle:
                Manager








Signed
      on May
      31 ,
      2006





TENANT:





APA
      CABLES & NETWORKS, INC., a Minnesota corporation








By:
            /s/
                Cheri B PodzimekName:
                Cheri B PodzimekTitle:
                President


21


**EXHIBIT
      A**


**THE
      PROPERTY**





Lot
      1,
      Block 1, NATHAN 54 CENTER, Hennepin County, Minnesota,





(Abstract
      property).


A-1


**EXHIBIT
      "B"**










**EXHIBIT
      C**


**RULES
      AND REGULATIONS**





1.  No
      sign,
      placard, picture, advertisement, name, notice or sun screening shall be
      inscribed, displayed, printed or affixed on or to any part of the outside or
      inside of the Building without the written consent of Landlord first had and
      obtained and in the absence thereof, Landlord shall have the right to remove
      any
      such sign, placard, picture, advertisement, name or notice without notice to
      and
      at the expense of Tenant. All approved signs of lettering on doors shall be
      printed, painted, affixed or inscribed at the sole risk and expense of Tenant
      by
      a licensed contractor approved by Landlord and subject to all laws, ordinances
      rules, regulations and recommendations of all governmental and
      quasi-governmental authorities having jurisdiction thereover and all insurance
      companies and fire rating agencies which insure the Building. Tenant shall
      not
      place anything or allow anything to be placed near the glass of any window,
      door, partition or wall which may appear unsightly from outside the Premises.
      Landlord may specify a Building standard window covering for all exterior
      windows.





2.  All
      parking shall be within the property boundaries of the Property and within
      marked parking spaces. There should be no on-street parking and at no time
      shall
      any Tenant obstruct any driveways or loading areas intended for the use of
      other
      tenants, their employees, agents, customers and invitees. The driveways and
      parking areas at the Property are for the joint and non-exclusive use of
      Landlord's tenants, -their employees, agents, customers and invitees, unless
      specifically marked to the contrary. In the event Tenant, its agents, customers
      and/or invitees use a disproportionate portion of the parking areas, Landlord
      shall have the right to restrict Tenant, its agents, customers and/or invitees
      to certain parking areas. Tenant shall not permit any fleet trucks to park
      overnight in the Property's parking areas without Landlord's prior written
      approval.





3.  Unless
      specifically approved by Landlord in writing, no materials, supplies or
      equipment shall be stored anywhere in, on or about the Building except inside
      the Premises. Trash receptacles may not be placed in the service areas except
      by
      Landlord. If Landlord does not supply trash receptacles, Tenant shall furnish
      its own receptacles, and shall place such receptacles in a location designated
      by Landlord.





4.  No
      additional locks, other than Landlord approved entry systems, shall be placed
      on
      the doors of the Premises by Tenant nor shall any existing locks be changed
      unless Landlord is immediately furnished with two keys thereto. Landlord will,
      without charge, furnish Tenant with two keys for each lock on the entrance
      doors
      to the Premises when Tenant assumes possession, with the understanding that
      at
      the termination or expiration of the Term of this Lease the keys to the Premises
      shall be returned to Landlord.





5.  Tenant
      will refer all contractors, contractor's representatives and installation
      technicians rendering any service on or to the Premises for Tenant to Landlord
      for its approval and supervision before performance of any service. This
      provision shall apply to all work performed in the Building, including, but
      not
      limited to, installation of electrical devices and attachments and installations
      of any nature affecting floors, walls, woodwork, trim, windows, ceilings,
      equipment or any other portion of the Building.





6.  No
      Tenant
      shall at any time occupy or allow any person to occupy any part of the Premises
      or the Property as sleeping or lodging quarters.





7.  Tenant
      shall not place, install or operate on the Premises or in any part of the
      Property, any engine, stove or machinery, or conduct mechanical operations
      or
      cook thereon or therein, or place or use in or about the Premises any
      explosives, gasoline, kerosene, oil, acids, caustics or any other flammable,
      explosive or Hazardous Material without the prior written consent of Landlord.
      The foregoing shall not prohibit the use of microwave ovens.





8.  Windows
      facing the Building exterior shall at all times be wholly clear and uncovered
      (except for such blinds or curtains or other window coverings Landlord may
      provide or approve) so that a full unobstructed view of the interior of the
      Premises may be had from outside the Building.


C-1


9.  The
      sidewalks, parking lots and exits shall not be obstructed by Tenant, its
      employees, agents, contractors, subtenants or assigns or used for any purpose
      other than for ingress to and egress from the Premises.





10.  Tenant
      shall not use, keep or permit to be used or kept any foul or noxious gas or
      substance in the Premises, or permit or suffer the Premises to be occupied
      or
      used in a manner offensive or objectionable to Landlord or other occupants
      of
      the Building by reason of noise, odors and vibrations, or interfere in any
      way
      with other Tenants or those having business in the Building, nor shall any
      animals or birds be brought in or kept in or about the Premises or the
      Building.





11.  Landlord
      reserves the right to exclude or expel from the Property any person who, in
      the
      judgment of Landlord, is intoxicated or under the influence of liquor or drugs,
      or who may in any manner do any act in violation of any law or any rule or
      regulations of the Property.





12.  Landlord
      shall have the right, exercisable without notice and without liability to
      Tenant, to change the name of the Building and street address of the Building
      of
      which the Premises are a part.





13.  Tenant
      shall not disturb, solicit or canvass any occupant of the Building and shall
      cooperate to prevent same.





14.  Without
      the prior written consent of Landlord, Tenant shall not use the name of the
      Building or Property in connection with or in promoting or advertising the
      business of Tenant except as Tenant's address.





15.  Landlord
      shall have the right to control and operate the common areas of the Property,
      the public facilities thereof, as well as the facilities furnished for the
      common use of all Tenants, in such manner as it deems appropriate.





16.  No
      satellite dish, radio, television or other aerial or equipment of any kind
      may
      be placed or installed on the roof or on any exterior wall of the Premises
      or on
      the grounds or common areas of the Property without the prior written consent
      of
      Landlord in each instance. Any equipment so installed without such written
      consent shall be at the sole risk of Tenant and shall be subject to removal
      without notice at any time and Tenant shall pay to Landlord, on demand, as
      additional rent, the cost of any damages occasioned thereby including, but
      not
      limited to, the cost to replace any warranty voided or diminished by such
      installation and the cost of removal and repairs.





17.  Landlord
      shall have the right from time to time to modify, add to or delete any of these
      rules and regulations at Landlord's discretion, provided that any changes are
      uniformly applied to all Tenants.


C-2


**EXHIBIT
      D**


**DESCRIPTION
      OF LANDLORD'S WORK**





Landlord
      shall make the improvements to the Premises shown on the attached space plan
      prepared by WCL Architects dated September 21, 2005, updated on January 20,
      2006, and further updated on March 3, 2006, using building standard colors,
      materials and finishes, mutually agreed upon by Landlord and
      Tenant.





If
      Tenant
      does not choose a color, material, finish, or other items needed in connection
      with Landlord's Work within two (2) days of the date of Landlord's request,
      Landlord shall, in its sole discretion, choose such color, material, finish
      or
      other item on Tenant's behalf.





[Insert
      Space Plan]


D-1












**EXHIBIT
      E**


**FORM
      OF LETTER OF CREDIT**





,
                2006





Irrevocable
                Letter of Credit No.





Beneficiary:





Bass
      Lake
      Realty LLC


c/o
      Great
      Point Investors LLC


Two
      Center Plaza, Suite 410


Boston,
      MA 02108


Attn:
      Joseph A. Versaggi





Applicant:





APA
      Cables & Networks, Inc.


5480
      Nathan Lane


Plymouth,
      MN 55442


Attn:
      Cheri Podzimek





Expiration
      Date :
      November 30, 2007





Ladies
      and Gentlemen:





________________ ("Issuer")
      hereby issues our Irrevocable Letter of Credit No. _____ in Beneficiary's favor
      in the amount of One Hundred Thousand ($100,000.00) U.S. Dollars available
      by
      your sight drafts drawn on us and accompanied by a written statement signed
      on
      behalf of Beneficiary, stating as follows:





Either:
            "The
                undersigned certifies that the Beneficiary is entitled to draw under
                the
                Irrevocable Letter of Credit No. _____ pursuant to the terms of a
                Lease,
                dated May____, 2006, as amended, between Beneficiary, as landlord,
                and
                Applicant, as tenant (the "Lease")."





Or:
            In
                the event that the Lease has not expired and/or this Irrevocable
                Letter of
                Credit has not been reduced to $0: "The undersigned certifies that
                the
                Beneficiary has received a written notice from the Issuer that Irrevocable
                Letter of Credit No.will
                not be renewed for an additional one (1) year period beyond the expiration
                date thereof."





Or:
            "The
                undersigned certifies that the Beneficiary is entitled to draw under
                the
                Irrevocable Letter of Credit No. ____ because Applicant has filed
                a
                voluntary bankruptcy petition under 11 USC 101 et seq., as amended,
                or
                under the insolvency laws of any
                jurisdiction."





Or:
            "The
                undersigned certifies that the Beneficiary is entitled to draw under
                the
                Irrevocable Letter of Credit No. _____ because an involuntary petition
                under 11 USC 101 et seq., as amended, or under the insolvency laws
                of any
                jurisdiction has been filed against
                Applicant."


E-1


Partial
      drawings are permitted.





Upon
      receipt of Exhibit A from Beneficiary, this Letter of Credit shall be
      automatically reduced.





We
      engage
      with you that all drafts drawn under and in compliance with the terms of this
      Irrevocable Letter of Credit will be duly honored if presented to us on or
      before the expiration date set forth above. Any draft drawn by you under this
      Irrevocable Letter of Credit must bear the clause "Drawn on Irrevocable Letter
      of Credit No. ______ of _____________________".





This
      credit is transferable in its entirety (but not in part). Any transferee shall
      succeed to all of the rights of the transferor hereunder. A transfer of the
      right to draw under this credit shall be effected by our receipt of this credit
      and a signed completed request for transfer in the form of Exhibit
      B hereto.
      We shall effect the transfer and advise the parties accordingly.





It
      is a
      condition of this Letter of Credit that it shall be considered automatically
      extended without amendment for one year from the present or any future
      expiration date unless we notify you in writing at least thirty (30) days prior
      to any such expiration date that this letter of Credit will not be
      renewed.





Notwithstanding
      any other provision herein this Letter of Credit will not extend beyond November
      3 0,2013.





This
      Irrevocable Letter of Credit sets forth in full the terms of our undertaking,
      and such undertaking shall not in any way be limited, modified, amended or
      amplified, except by a written document executed by the parties
      hereto.





Except
      as
      otherwise expressly stated herein, this Irrevocable Letter of Credit is subject
      to the "International Standby Practices" (ISP98) International Chamber of
      Commerce (Publication No. 590)."





Very
      truly yours,





By:Name:Title:


E-2


EXHIBIT
      A


Reduction
      Certificate





U.S.
      Bank
      National Association


800
      Nicollet Mall, BC-MN-H20G


Minneapolis,
      Minnesota 55402





RE:
            Standby
                Letter of Credit Number XXXX


Dated:
                (ISSUE DATE)





To
      Whom
      It May Concern:





We
      hereby
      certify to U.S. Bank National Association that the available balance of Letter
      of Credit Number XXXXX may be reduced by $ _________ to a new balance of $
      _________.





In
      witness hereof, I have executed and delivered this certificate as of the
      ____________________  day
      of
      ___________ ,
      20__.





(BENEFICIARY'S
                NAME)Its:


E-3


**TRANSFER
      OF LETTER OF CREDIT IN ITS ENTIRETY**


**EXHIBIT
      B TO STANDBY LETTER OF CREDIT NO. XXXXX**





TO:
            **U.S.
                BANK NATIONAL ASSOCIATION**
            FROM:


800
                Nicollet Mali, BC-MN-H20G


Minneapolis,
                Minnesota 55402


612-303-7396/7395




Re:
              Letter
                  of Credit No.
              
              Issued by:
              U.S.
                  Bank National Association





We,
      the
      undersigned beneficiary, hereby authorize and direct you to transfer irrevocably
      the referenced letter of credit in its entirety





To:Whose
                Address is:(Herein
                called the “transferee”) with no changes in terms and conditions of the
                Letter of Credit.





We
      are
      returning the original instrument, including original amendments, if any, to
      you
      herewith in order that you may deliver it to the transferee together with your
      customary Letter of Transfer. Enclosed is our check/draft for the transfer
      fee
      of 0.25% of the face amount of the letter of credit (minimum
      $250.00).





Any
      amendments to the Letter of Credit that you may issue or receive are to be
      advised by you directly to the transferee, and the documents (including drafts
      if required under the Credit) of the transferee are to be processed by you
      (or
      any intermediary) without our intervention and without any further
      responsibility on your part to us.





We
      understand that pursuant to U.S. law, you are prohibited from issuing,
      transferring, accepting or paying letters of credit to any party or entity
      identified by the Office of Foreign Assets Control, U.S. Department of Treasury,
      or subject to the denial of export privileges by the U.S. Department of
      Commerce.





**THE
                SIGNATURE OF THE BENEFICIARY WITH TITLE AS STATED CONFORMS WITH THAT
                ON
                FILE WITH US AND IS AUTHORIZED FOR THE EXECUTION OF SUCH
                INSTRUCTION.





(Official
                Bank Stamp)
            
            
            (Name
                of Beneficiary)By:(Name
                of Bank)
            
            
            (Authorized
                Signature)(Address
                of Bank)
            
            
            (Title)By:(Authorized
                Signature)
            
            
            (Telephone
                Number)Date:(Title)(Telephone
                Number)Date:






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