Exhibit
10.10


BLN OFFICE
PARK


LEASE


BLN Office Park Associates


Landlord


Southwest Casino and Hotel Corp.


Tenant











BLN
OFFICE PARK


LEASE


This Lease entered into
as of this 10th day of August, 2004, is by and between BLN Office Park
Associates a Minnesota limited partnership (hereinafter “Landlord”) and
Southwest Casino and Hotel Corp., a Minnesota Corporation (hereinafter “Tenant”).


Witnesseth
that:


1.             BLN OFFICE PARK.
BLN Office Park Associates and BLN Office Park Associates II Limited
Partnership are affiliated entities which together own the BLN Office Park, a
two-building office complex located at 2001 and 2051 Killebrew Drive,
Bloomington, Minnesota 55425, legally
described as Lots 1 and 2, Block One, MCMI Second Addition according to the
duly recorded plat thereof, Hennepin County, Minnesota, and which includes
underground parking facilities, surface parking, walking areas, landscaped
areas and certain common areas and facilities that are shared with occupants of
other space in the building and with occupants of space in the other building
in the BLN Office Park, under rules and regulations as instituted by Landlord
from time to time.


2.             LEASED PREMISES.
Landlord does hereby lease to Tenant, and Tenant does hereby take from
Landlord, those certain premises comprising approximately 4,780 square feet of
rentable area hatched in red on Exhibit A
attached hereto (hereinafter the “Leased Premises”). The Leased Premises are
located at 2001 Killebrew Drive.


3.             TERM. The
lease term shall commence on the 1st day of October,
2004 (hereinafter “Commencement Date”) and shall continue thereafter to and
including the ll~~ day of December, 2009 unless earlier terminated as
hereinafter provided.


4.             BASE RENT. Tenant
shall pay to Landlord during the lease term base rent in monthly installments
pursuant to the following Schedule:


From the commencement of
the lease term until December 31, 2004, the sum of $0, payable in equal monthly


installments of $0 on the
first day of each month during the lease term; and from January 1, 2005 until
September 30,


2007, the sum of
$289,847.25 payable in equal monthly installments of $8,783.25, from October 1,
2007 until


September 30, 2008 the
sum of$ 107,789.00 payable in equal monthly installments of $8,982.42, and from
October 1,


2008 until December 31,
2009 the sum of$137,723.70 payable in equal monthly installments of$9,181.58.


The monthly installments
of Base Rent are due and payable in advance on the first day of each month. Any
installment which has not been received by the Landlord by the 5th day of the
month shall automatically and without notice be increased by 18 % to compensate
the Landlord for its administrative overhead, loss of use of funds and other
incidental expenses.


5.             CONTRIBUTION TO
OPERATING COSTS. The Base Rent is predicated in part upon Base
Operating Costs on a per square foot basis of Eight and 55/100 Dollars ($8.55) (hereinafter “Base Operating Cost”)
consisting of two components $3.07 for real estate taxes and $5.48 for other operating expenses. Prior
to March 1, 2005, and prior to the first day of each calendar year thereafter,
Lessor shall furnish Tenant with an Estimate ofthe Operating Costs for the
ensuing calendar year. The monthly installments of the Base Rent shall be
increased or decreased by one-twelfth of the product of the number of square
feet of net rentable area in the Leased Premises multiplied by the excess, if
any, of such Estimate over the Base Operating Costs. After the expiration of
each calendar year, Lessor shall furnish Tenant with a statement of the actual
per square foot Operating Costs for the preceding calendar year, and if the
actual per square foot Operating Costs for such preceding calendar year are
more or less than the Estimate, a proper adjustment shall be made; however,
neither component of Operating Costs shall be less than the respective figures
stated above. Provisions to the contrary hereinabove contained notwithstanding,
the Base Rent shall in no event be less than the amount statedin Paragraph 4.











(a)           Definitions. For
the purposes of this Lease, the following terms shall have the meanings set
forth in this paragraph.


(i)            “Base Operating Cost” shall mean the
Operating Costs (as that term is defined herein) attributed to the Leased
Premises as of the Commencement Date. Base Operating Cost shall be divided into
two components: Operating Expenses and Real Estate Taxes. Each part shall be
determined and assessed independent of the other. “Operating Costs” means
Operating Expense and Real Estate Taxes combined.


(ii)          “Operating Expenses” shall mean the
following items. All costs incurred by Landlord in owning, managing,
maintaining and operating the BLN Office Park, the appurtenances thereto and
the underlying land, exclusive of interest and depreciation; an imputed
management fee commensurate with the Minneapolis metropolitan market for
management services, if at any time hereafter Landlord elects to manage the
buildings; and all other expenditures which, for federal income tax purposes,
may be expensed rather than capitalized. Notwithstanding anything contained
herein to the contrary, Operating Expenses may, at the option of the Landlord,
also include depreciation and interest costs for machinery, equipment systems,
property or facilities installed in and used in connection with the BLN Office
Park, provided that one of the major purposes for such installation or use is
to reduce other items of Operating Expenses, and depreciation and interest
costs for equipment provided or used by the Landlord in the normal maintenance
of the Building.


(iii) “Real Estate Taxes” shall mean the annual
payment of real estate taxes and annual installments of special assessments
levied against the BLN Office Park, the appurtenances and underlying land.


(b) General Calculation of Operating
Costs.


(i) Operating Costs shall be determined on a per
square foot basis by dividing total Operating Costs by the total number of
square feet of rentable area in the BLN Office Park, which rentable area shall
be determined in accordance with the space measuring standards of the Building
Owners and Managers Association International (BOMA) in effect on the date of
this Lease and which can change from time to time. For the purpose of
calculating Operating Costs for any calendar year, if, at any time during such
year, less than the entire rentable area of the BLN Office Park was occupied by
tenants making full utilization of such area, then the Operating Costs for such
year shall be calculated by using a total Operating Cost amount equal to the
Operating Costs which would have been incurred by Landlord had such total
occupancy and full utilization of the BLN Office Park existed. Landlord shall
have the right, in its sole and reasonable discretion, to determine the method
of calculating Operating Costs, to accomplish the goal of having the Tenants of
BLN Office Park pay all Operating Costs in an equitable manner, including
special adjustments or allocations as between the two buildings of the Office
Park.


(ii) For purposes of this Section 5, the Tenant’s prorata share shall be the
fraction having the number of rentable square feet of the Leased Premises as
the numerator and the total rentable square feet in the BLN Office Park as the
denominator, which fraction is 1.421%.


6.             ADDITIONAL TAXES.
The Tenant shall pay, at the time and in the manner specified herein, the
following amounts as additional rent due hereunder:


(a) Tenant shall pay, together with each monthly
installment of Annual Base Rent, the amount of any gross receipts tax, sales
tax or similar tax (hut excluding therefrom any income tax) payable by Landlord
by reason of Landlord’s receipt of any amounts due to Landlord hereunder.


(b) If any improvements are made to the Leased
Premises by or at the insistence of the Tenant which are of a nature or quality
beyond standard office space in the BLN Office Park, the Tenant shall pay to
Landlord on the first day of each month during the lease term one-twelfth of
the annual tax expenses as estimated by Landlord to be paid during the
following calendar year that are attributable to such improvements. It is
understood and agreed by the parties hereto that, if the amount of estimated
annual tax expenses paid by the Tenant during each such year is lesser or
greater than the amount of annual tax expenses actually attributable to the
improvements made by Tenant, an appropriate adjustment shall be made. In the
event











such actual annual tax expenses are greater than as
estimated, Tenant shall immediately pay the difference to the Landlord; in the
event they are less than as estimated, Landlord shall credit the difference to
the Tenant’s account.


7.             USE AND INSURANCE
RATING. Tenant shall use the Leased Premises for the following
purposes and for no other purposes whatsoever: General OfficeTenant will not
conduct or permit to be conducted any activity or place any equipment in or
about the Leased Premises which will in any way increase the rate of fire and
extended coverage insurance or liability insurance on the Building. If any
increase in the rate of such insurance is stated by any insurance company or by
the applicable insurance rating bureau to be due to activity or equipment of
Tenant in or about the Leased Premises, such statement shall be conclusive
evidence that such increase in such rate is due to such activity or equipment,
and, as a result thereof, Tenant shall be liable for such increase and shall
reimburse Landlord therefor.


8.             SPACE A.DJEJSTMENTS.
Tenant acknowledges that much of the rental space in the Building may be rented
in smaller units and, therefore, it may be necessary for Landlord to make
adjustments in Tenant’s space or actually relocate Tenant within the Building
so that the space needs of all Tenants may be accommodated. Tenant agrees that
Landlord may, at any time, and from time to time, relocate Tenant within the
Building, provided that Landlord shall pay all Tenant’s direct costs incurred
in connection therewith. It-is-expressly agreed, however, that Landlord
shall have the right prior to Tenant’s initial occupancy to relocate Tenant
without any charge to Landlord. Landlord’s right to relocate Tenant is
conditioned only on the obligation that the new leased premises shall be
located in the BLN Office Park and shall not vary in size more than plus or
minus five percent (5%) from the Leased Premises. Tenant shall pay rentals based
on the actual rentable area calculated for the space occupied after such
relocation, whether said space is larger or smaller than the Leased Premises.
If Tenant shall be moved more than once, the new space shall never vary more
than ten percent (10%) from the originally estimated space.


9.             LEASEHOLD IMPROVEMENTS. Landlord
at Landlord’s cost agrees to provide those improvements in the Leased Premises
set forth on Exhibit B attached
hereto. No later than July 15,2004, Tenant shall provide Landlord or Landlord’s
agent with a detailed floor plan layout, together with working drawings and
written instructions (hereinafter “Tenant’s Plans”), sufficiently detailed to
enable Landlord to construct the various improvements indicated by Tenant on
Tenant’s Plans. Landlord shall have 15 days after receipt thereof to notify
Tenant of its approval of Tenant’s Plans, which approval shall not be
unreasonably withheld. If the Tenant’s Plans or any part thereof are
disapproved by Landlord, Landlord shall notify Tenant of the reason of such
disapproval in writing. After notice of disapproval, Tenant shall submit
revised Tenant’s Plans for Landlord’s approval within 15 days, and this process
shall continue until the Tenant’s Plans are approved by Landlord. Landlord
shall indicate on Tenant’s Plans which improvements or work are in addition to
the work or improvements called for on Exhibit B. Such work or improvements
will hereinafter be referred to as “Extra Work.” The Extra Work shall be as
detailed and described on Exhibit F hereto. The time required to perform any
Extra Work shown on Tenant’s Plans will be indicated by Landlord at the time of
approval of Tenant’s Plans and, if the time necessary for the installation and
completion of the Extra Work extends beyond the commencement of the Lease term,
such term shall commence with no abatement of rent, notwithstanding the
Landlord’s inability to complete the work prior to the beginning of the term.
After Tenant’s Plans have been approved by both Tenant and Landlord, Tenant may
not make changes and alterations in Tenant’s Plans without Landlord’s advance
written approval. In addition, Tenant agrees to reimburse Landlord immediately
for such approved changes and alterations in Tenant’s Plans in an amount equal
to Landlord’s actual cost for design and construction of Tenant’s changes or
improvements.


10.          NO WARRANTIES BY LANDLORD AND
AGENTS/ACCEPTANCE OF PREMISES.


(a) By signing this Lease, Tenant acknowledges and
agrees that neither Landlord nor any agents or employee of Landlord have made
any representations or promises with respect to the Leased Premises or BLN
Office Park, except as expressly set forth herein, and no rights, privileges,
easements or licenses are acquired by Tenant, except as expressly set forth
herein.


(b) The taking of possession of the Leased Premises by
Tenant shall be conclusive evidence that, except for minor “punch list” items,
if any, the Leased Premises were on such date of possession in good, clean and
tenantable condition and that the Tenant accepts the Leased Premises “as is.”











11.          TIME OF POSSESSION AND OCCUPANCY OF
PREMISES. If the Leased Premises shall, on the date of
commencement of the Lease Term, be in the possession and occupancy of any
person not lawfully entitled thereto, Landlord shall use due diligence to
obtain possession thereof for Tenant. If the Leased Premises shall not be ready
for occupancy at said time because construction has not yet been substantially
completed or by reason of any building operations, repairing or remodeling to
be done by Landlord, or by reason of a tenant holding over, Landlord shall use
due diligence to make the Leased Premises ready for occupancy by Tenant. It is
agreed that Landlord and Landlord’s agents and employees, using due diligence,
shall not in any way be liable to Tenant for any incidental or consequential
damages resulting to Tenant from failure to obtain possession of the Leased
Premises for the Tenant or to deliver the possession thereof to Tenant, and
this Lease shall remain in all things in full force and effect and the Lease
Term shall not thereby be extended, except that the monthly installments of
Base Rent, additional rent and other amounts payable hereunder shall be abated
until the Landlord has made the Leased Premises ready for occupancy; provided, however,
if the Leased Premises are not ready for occupancy by January 1, 2005, Tenant,
at its option, shall have the right to terminate this Lease by written notice.


12.          ASSIGNMENT AND SUBLETTING.
Tenant shall have the right to assign this Lease or sublet all or any part of
the Leased Premises with the prior written consent of the Landlord, which
consent shall not be unreasonably withheld, provided as follows:


(a) the Landlord may, in its sole discretion, withhold
its consent to an assignment or a sublease (i) to any present tenant of
Landlord in the BLN Office Park or any other location, (ii) to any tenant whose
credit standing and financial statements are unsatisfactory to Landlord, or
(iii) to any tenant whose occupancy would be inconsistent with the character of
BLN Office Park;


(b) such assignment or sublease shall not relieve
Tenant of any of its obligations under this Lease;


(c) any profit received from such assignment or
sublease shall promptly, upon receipt thereof, be paid by Tenant to Landlord. “Profit”
as used herein shall mean any amounts paid by an assignee or subtenant in
excess of the Base Rent and additional rent attributable to the Leased Premises
being assigned or sublet after deducting therefrom any amounts Tenant has paid
for outside leasing commissions and reasonable tenant improvements occasioned
by such assignment or subletting;


(d) Tenant shall provide Landlord with notice of any
assignment or sublease in writing, together with a copy of such assignment or
sublease, and Landlord shall have 30 days from receipt thereof to make a
decision concerning such assignment or sublease; and


(e) any assignment or subletting made in violation of
the provisions contained herein shall be ineffective.


13.                               ALTERATIONS.
Tenant will not make any alterations of or additions to the Leased Premises
without the prior written approval of Landlord. All work to be performed in the
Leased Premises shall be performed by competent contractors and subcontractors,
approved by Landlord, which approval shall not be unreasonably withheld by
Landlord, except that Landlord may in any event condition its approval of such
contractors and subcontractors on the Tenant’s furnishing separate performance
and payment surety bonds, or other fmancial guaranties or deposits satisfactory
to Landlord, covering any work to be performed by such contractors or
subcontractors on the Leased Premises, and Landlord may, in any event, require
that contractors and subcontractors normally employed by Landlord be engaged
for any mechanical or electrical work and that any alterations be done by
contractors or subcontractors compatible with those workmen, contractors and
subcontractors employed from time to time in the BLN Office Park by Landlord.
All alteration work performed by or for Tenant hereunder must be performed in
such manner to avoid disruption of the BLN Office Park operations or
disturbance of other tenants in the BLN Office Park. Unless Landlord requires
the Tenant to restore the Leased Premises as set forth in this Lease, all
alterations, additions or improvements which may be made by either of the
parties hereto upon the Leased Premises, except office furnishings purchased by
Tenant which may be removed without damage or destruction to the Leased
Premises, shall be the property of Landlord and shall remain upon and be
surrendered with the Leased Premises as a part thereof at the termination of
this Lease or any extension thereof Tenant will not permit any mechanics,
laborers or materialmen’s liens to stand against the Leased Premises, the
Building or BLN Office Park for any labor or materials furnished to or in
connection with











any work performed or claimed to have been performed
in, on or about the Leased Premises and will immediately remove all such liens.
Tenant further agrees that, in the event Tenant fails to remove any such lien,
Landlord may remove such lien and Tenant shall immediately reimburse Landlord
upon demand for all costs and expenses, including attorneys’ fees, incurred by
Landlord in removing such mechanic’s or materialmen’s lien.


14.                               TENANT
EQUIPMENT AND FURNISIIINGS.


(a) Tenant may install or operate in the Leased
Premises any electrically operated equipment or other machinery which uses
standard 110-volt current and which Landlord determines in its reasonable
judgment to constitute standard office equipment. Tenant shall not install any
other equipment of any kind or nature whatsoever which will or may require any
changes, replacements or additions to or in the use of the heating, air
conditioning, electrical or plumbing systems ofthe Leased Premises or BLN
Office Park without first obtaining the prior written consent of the Landlord.
No plumbing fixtures of any type shall be installed within the Leased Premises
without Landlord’s written approval. If Tenant’s business machines and
mechanical equipment cause noise or vibration that may be transmitted to the
structure of the BLN Office Park or to any space therein to such a degree as to
be reasonably objectionable to Landlord or to any tenant in the Building, then
Tenant shall install vibration eliminators or sound abatement measures or other
devices sufficient to eliminate such noise and vibration at Tenant’s cost. If
Tenant uses heat generating machines or equipment (other than standard office
equipment designated by Landlord as set forth above) in the Leased Premises
which affect the temperature in the Leased Premises otherwise maintained by the
air conditioning system furnished by Landlord as set forth in Section 15(a), Landlord reserves the right to
install or to require Tenant to install adequate supplementary air conditioning
equipment in the Leased Premises at Tenant’s cost.


(h)No furniture, equipment or other bulky items of any
description will be received into the building or carried in the elevators,
except as approved by Landlord. All moving of furniture, equipment and other
materials shall be done during hours previously approved by Landlord and shall
be under the direct control and supervision of Landlord or its agent. Landlord
and its agents and representatives shall not be responsible for any damage to
any of Tenant’s personal property nor for any charges for moving the same.
Tenant shall promptly remove from the public and common areas in the building
and the BLN Office Park any of the Tenant’s furniture, equipment or other
material there delivered or deposited. Landlord shall have the right to limit
the weight and prescribe the position of safes and other heavy equipment or
fixtures. Any and all damage or injury to the Leased Premises or BLN Office
Park caused by moving the property of Tenant in or out of the Leased Premises,
or due to the same being on the Leased Premises, shall be repaired by and at
the sole cost of Tenant.


15.          SERVICES FURNISHED BY LESSOR. Landlord
agrees to furnish the following services to Tenant upon the terms and
conditions set forth herein, with the costs for such services being part of the
Operating Costs:


(a) Heating, Ventilation and Air
Conditioning. Landlord agrees to furnish sufficient heat,
ventilation and air conditioning to provide a temperature condition required in
Landlord’s reasonable judgment for comfortable occupancy of the Leased Premises
under normal business operations daily from 8:00 a.m. to 6:00 p.m., Saturdays,
Sundays and holidays excepted.


(b) Lavatory Service.
Landlord will provide reasonable sewer service and water for drinking, lavatory
and toilet purposes in the Building.


(c) Electricity.
Landlord agrees to provide 110-volt current electricity to the Leased Premises
for standard building lighting and office use during normal business hours. Any
110-volt equipment which is not reasonably energy-efficient shall not be deemed
to be standard hereunder.


(d) Elevator Service.
Landlord will provide passenger elevator service in common with others at all
times.


(e) Janitor Service.
Landlord will provide dailyjanitor service in and about the Leased Premises,
Saturdays, Sundays and holidays excepted.











(I) Building Access.
Landlord will keep the buildings open during normal business hours
and will provide after hours access to Tenant in accordance with such
reasonable rules, regulations and conditions as may be specified from time to
time by Landlord and generally applicable to all tenants of the BLN Office
Park.


16.                               TENANT
EQUIPMENT - ADDITIONAL UTILITIES AND COSTS.


(a) If any electrical equipment, machinery, plumbing
fixtures or other mechanical equipment installed or used by Tenant in the
Leased Premises consumes or requires utility service in addition to those
services to be furnished by Landlord pursuant to Section 15, Tenant shall promptly pay, as
additional rent, all charges for such additional utilities and utility service
furnished to the Leased Premises during the term of this Lease. If such
utilities are separately metered to the Leased Premises, Tenant shall pay all
such additional charges directly to the utility company furnishing the same. To
the extent that utilities are furnished to the Leased Premises without separate
metering, the amount which may be specifically charged to Tenant for additional
utility usage shall be determined by Landlord on the basis of the costs
incurred by Landlord in purchasing such additional utilities for use in the
building.


(b) Tenant shall also promptly pay to Landlord, as
additional rent, all costs and expenses of installation, operation and
maintenance of all electric lamps, starters and ballasts (but excluding the
cost for light bulbs installed by Landlord prior to Tenant’s initial possession
of the Leased Premises) all additional electrical wiring caused by electrical
equipment installed by Tenant with Landlord’s approval other than the standard
office equipment described in Section 14(a), any supplemental air conditioning
equipment or vibration or noise elimination equipment described in Section
14(a), all plumbing fixtures and all additional sewer and water service used in
or on the Leased Premises in addition to those described in Section 15(b).


17.           NO
WARRANTY AS TO SERVICES. Landlord does not warrant that any of the
services it is required to provide under the terms of this Lease will be free
from interruption. Interruption of service shall never be deemed an eviction or
disturbance of Tenant’s use and possession of the Leased Premises or any part
thereof, or render Landlord or Landlord’s agents or employees liable to Tenant
for damages, or relieve Tenant from performance of Tenant’s obligations under
this Lease. Landlord will use due diligence to restore the interrupted service
as soon as is reasonably possible to the extent that the interruption of
service is under the control of Landlord.


18.          ENERGY POLICIES.
Wherever in this Lease any terms, covenants or conditions are required to be
performed by the Landlord, the Landlord shall be deemed to have kept and
performed such terms, covenants and conditions notwithstanding any action taken
by the Landlord, if such action is pursuant to any governmental regulations,
requirements or directives. Without limiting the generality of the foregoing,
the Landlord may reduce the quantity and quality of all utility and any other
services and impose such regulations as the Landlord deems necessary in order
to preserve energy. Landlord agrees that its determination hereunder shall in
all instances be reasonable.


19.                               PROPERTY
INSURANCE.


(a) Landlord shall carry and cause to be in full force
and effect a fire and extended coverage insurance policy on the BLN Office
Park, but not on the contents owned, leased or otherwise in possession of the
Tenant. The cost of such insurance shall be an Operating Expense.


(b) The Tenant shall carry and cause to be in full
force and effect a fire and extended coverage insurance policy covering
property of the Tenant within the BLN Office Park.


(c)           Landlord and Tenant hereby release
each other from any and all liability or responsibility to the other or anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property caused by fire or any of the extended coverage or
supplementary contract casualties, even if such fire or other casualty shall
have been caused by the fault or negligence of the other party, or anyone for
whom such party may be responsible, provided, however, that this release shall
be applicable and in force and effect only with respect to loss or damage
occurring during such time as the releasing party’s policies shall contain a
clause or endorsement to the effect that any such release would not adversely
affect











or impair said
policies or prejudice the right of the releasing party to recover thereunder.
Landlord and Tenant agree that they will request their insurance carriers to
include in their policies such a clause or endorsement. If extra costs shall be
charged therefor, each party shall advise the other of the amount of the extra
cost and the other party, at its election, may pay the same, but shall not be
obligated to do so.


(d) Tenant shall be
responsible for the security and safeguarding of the Leased Premises and all of
its property kept, stored or maintained in the Leased Premises. In the event of
any loss or damage to any of Tenant’s property, Tenant agrees to look solely to
its insurance carrier for recovery, irrespective of the cause of such loss or
damage.


20.           PUBLIC
LIABILITY.


(a) Tenant will keep in force at its own expense for
so long as this Lease remains in effect and for so long as Tenant occupies or
has a right to occupy the Leased Premises, a policy of public liability with
respect to the Leased Premises and the BLN Office Park in which policy Landlord
shall be named as an additional insured. This insurance will be with a company
and in such a form as is acceptable to Landlord, and shall have a minimum
combined limit of liability, per location, of$ 1,000,000. The insurance shall
also provide for contractual liability coverage by endorsement. Tenant will
deposit with Landlord a certificate of insurance or other acceptable evidence,
which evidence shall indicate that the Landlord will be notified in writing
thirty (30) days prior to any cancellation, material change or failure to renew
said insurance. Tenant covenants and agrees to indemnify and hold Landlord and
Landlord’s building managers and other agents and employees harmless from any
claim, loss or damage, including reasonable attorney’s fees, suffered by
Landlord, Landlord’s management agent, employees or other agents or Landlord’s
other tenants caused by: (i) any act or omission by Tenant, Tenant’s employees
or anyone claiming through or by Tenant in, at or around the Leased Premises or
the BLN Office Park; (ii) the conduct or management of any work or thing
whatsoever done by Tenant in or about the Leased Premises or the BLN Office
Park, or (iii) Tenant’s failure to comply with any and all governmental laws,
rules, ordinances or regulations applicable to the use of the Leased Premises
and its occupancy. If Tenant shall not comply with the covenants made in this
paragraph, Landlord may, at its option, cause insurance to be issued and the
costs thereof shall be billed to Tenant and shall thereafter become immediately
due, as additional rent.


(b) During the term of
this Lease Agreement, Landlord shall also maintain a policy of public liability
insurance in full force and effect with a combined single liability limit of at
least $1,000,000, relative to the BLN Office Park location.


21.          HAZARDOUS SUBSTANCES.


(a) “Claim” shall mean and include any demand, cause
of action, proceeding or suit for any one or more of the following: (i) actual
or punitive damages, losses, injuries to person or property, damages to natural
resources, fines, penalties, interest, contribution or settlement, (ii) the
costs of site investigations, feasibility studies, information requests, health
or risk assessments, or Response (as hereinafter defined) actions, and (iii)
enforcing insurance, contribution or indemnification agreements.


(b)           “Environmental Laws” shall mean and
include all federal, state and local statutes, ordinances, regulations and
rules relating to environmental quality, health, safety, contamination and
clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. §7401, etseq.; the Clean
Water Act, 33 U.S.C. § 1251, et seq.; and the Water Quality Act of 1987; the
Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”), 7 U.S.C. § 136, et seq.; the
Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. §1401, et seq.; the
Noise Control Act, 42 U.S.C. §4901, et seq.; the Occupational Safety and Health Act,
29 U.S.C. §651, et
seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C.
§690 1, et seq., as
amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking
Water Act, 42 U.S.C. §300f, et seq.; the Comprehensive Environmental
Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §960 1, et seq., as
amended by the Superfund Amendments and Reauthorization Act, the Emergency
Planning and Community Right-to-Know Act, and Radon Gas and Indoor Air Quality
Research Act; the Toxic Substances Control Act (“TSCA”), 15 U.S.C. §2601, et seq.; the Atomic
Energy Act, 42 U.S.C. §2011, ci’ seq.; and the Nuclear Waste Policy Act of 1982,
42 U.S.C. §10101, et
seq.; and all Minnesota











state superlien
and environmental clean-up statutes, with implementing regulations and
guidelines, as amended from time to time. Environmental Laws shall also include
all state, regional, county, municipal and other laws, regulations, and
ordinances insofar as they are equivalent or similar to the federal laws
recited above or purport to regulate Hazardous Materials (as hereinafter
defined).


8


(c) “Hazardous Materials” shall mean and include the
following, including mixtures thereof: any hazardous substance, pollutant,
contaminant, waste, by-product or constituent regulated under CERCLA; oil and
petroleum products and natural gas, natural gas liquids, liquefied natural gas
and synthetic gas usable for fuel; pesticides regulated under FIFRA; asbestos
and asbestos-containing materials, PCBs, and other substances regulated under
TSCA; source material, special nuclear material, by-product material and any
other radioactive materials or radioactive wastes, however produced, regulated
under the Atomic Energy Act or the Nuclear Waste Policy Act; chemicals subject
to the OSHA Hazard Communication Standard, 29 C.F.R. § 1910.1200, et  seq., and
industrial process and pollution control wastes, whether or not hazardous
within the meaning of RCRA; any substance whose nature and/or quantity of
existence, use, manufacture, disposal or effect render it subject to federal,
state or local regulation, investigation, remediation or removal as potentially
injurious to public health or welfare.


(d) “Use” means to manage, generate, manufacture,
process, treat, store, use, re-use, refine, recycle, reclaim, blend or burn for
energy recovery, incinerate, accumulate speculatively, transport, transfer,
dispose of or abandon Hazardous Materials.


(e) “Release” or “Released” shall mean any actual or
threatened spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping or disposing of Hazardous
Materials into the environment, as “environment” is defined in CERCLA.


(f) “Response” or “Respond” shall mean action taken in
compliance with Environmental laws to correct, remove, remediate, clean up,
prevent, mitigate, monitor, evaluate, investigate, assess or abate the Release
of a Hazardous Material.


Tenant shall not have or
maintain any Hazardous Materials on the Leased Premises nor shall it commit any
violation of Environmental Laws on the Leased Premises or in the BLN Office
Park. Tenant agrees to indemnify and hold Landlord harmless from and against
any damages as a result of Tenant’s violation of the provisions of this
paragraph.


Landlord agrees to
indemnify and hold Tenant harmless from and against any damage or liability to
Tenant or its agents, employees or invitees arising from any Hazardous
Materials which Landlord may have on the Leased Premises or in the BLN Office
Park or from the Landlord’s violation of any environmental laws.


22.           FIRE
OR OTHER CASUALTIES. If the Building is substantially damaged or
destroyed by fire or other casualty, the Landlord shall have the right to
terminate this Lease, provided it gives written notice thereof to the Tenant
within 90 days after such damage or destruction. If a portion of the Leased
Premises is damaged by fire or other casualty and Landlord elects not to
terminate this Lease, the Landlord shall, within a reasonable time and at its
own expense, restore the Leased Premises, exclusive of any alterations or other
changes made to the Leased Premises at any time by or at the direction or
request of Tenant, to as near the condition which existed immediately prior to
such damage or destruction as reasonably possible. In the event Landlord so
elects to restore the Leased Premises, rent shall abate during such period of
time as the Leased Premises are unusable in proportion that the unusable
portion of the Leased Premises shall bear to the entire Leased Premises. If the
destruction is so substantial that the Leased Premises cannot be substantially
restored within 180 days from the time of such damage or destruction, then the
Tenant shall have the right to terminate this Lease. The Landlord shall not be
responsible to the Tenant for damages to or destruction of any furniture,
equipment, alterations or other changes made or installed in, on or about the
Leased Premises by Tenant regardless of the cause of the damage or destruction.


23.           EMINENT
DOMAIN. If the entire BLN Office Park or that portion of the BLN
Office Park which includes all or substantially all of the Leased Premises is
permanently taken by eminent domain, this Lease shall











automatically terminate
as of the date of such taking. If any portion of the BLN Office Park is taken
by eminent domain, Landlord shall also have the right to terminate this Lease
by giving written notice thereof to Tenant within 90 days after the date of
taking. If only a portion of the Leased Premises is taken by eminent domain and
Landlord elects not to terminate this Lease, Landlord shall, at its expense,
restore the Leased Premises, exclusive of any improvements or other changes
made to the premises by Tenant, to as near the condition which existed
immediately prior to the date of taking as reasonably possible. Rent shall
abate during such period of time as the Leased Premises are unusable in
proportion that the unusable portion of the Leased Premises shall bear to the
entire Leased Premises and, upon completion of restoration, necessary
adjustments shall be made in the Base Rent, additional rent or other costs to
reflect a reduction in the size ofthe Leased Premises and/or the total rentable
area of the BLN Office Park. Tenant shall have no right to any of the award or
payment made in connection with such taking; provided, however, that Tenant
shall be entitled to recover any separate amount for Tenant fixtures and/or
relocation costs provided under appropriate statutes, ordinances or
regulations.


24.           SIGNS.
No sign, advertisement or notice shall be inscribed, painted, affixed or
displayed in any part of the outside or the inside of the BLN Office Park,
except on the directories and the doors of offices, and then only in such
place, number, size, color and style as is approved by Landlord. Any such
permitted uses, excepting initial listing on directories in the main building
lobby and the standard building sign installed by Landlord for each Tenant,
shall be at the sole expense and cost of Tenant. If any such sign,
advertisement or notice is improperly exhibited, Landlord shall have the right
to remove the same without any legal proceeding, and Tenant shall be liable for
any and all expenses incurred by Landlord for said removal.


25.           WINDOW
COVERINGS. Landlord, at its expense, may install window coverings.
Tenant shall maintain the window coverings so installed in an attractive and
safe condition and shall not change or alter such window coverings without the
written consent of Landlord.


26.           ACCEPTANCE
OF TENANT’S GOODS. Tenant authorizes Landlord and Landlord’s agents
and employees to accept and sign for shipments as a convenience and measure of
traffic control with a stamp which shall indicate that any signature is
authorized only to clear the loading dock or other receiving area as a matter
of convenience, and such signature does not constitute acceptance by the
addressee and does not relieve the carrier of any liability nor create an
agency or bailment. Tenant hereby releases Landlord and Landlord’s agents and
employees from any and all liability resulting from or related to the
acceptance of goods addressed to Tenant and delivered to the Building’s loading
dock or other area designated for receipt of goods.


27.           RULES
AND REGULATIONS. Tenant shall use the Leased Premises and the public
and common areas in the BLN Office Park in accordance with such rules,
regulations and procedures as may, from time to time, be made by the Landlord
for the general safety, comfort and convenience of the owners, occupants and
tenants of the BLN Office Park and shall cause Tenant’s employees and invitees
to abide by such rules and regulations. The current rules and regulations are
attached hereto as Exhibit D.


28.           WASTE.
Tenant shall use due care in the use of heat, air conditioning,
water and electricity, the use of the Leased Premises and of the public and
common areas in the Building and BLN Office Park and, without qualifying the
foregoing, shall not neglect or misuse water fixtures, electric lights and heating
and air conditioning apparatus.


29.           RUBBISH
AND DEBRIS. No rubbish, dirt, overshoes, mats, umbrellas or objects
of any kind shall be put or kept in the public or common areas in the BLN
Office Park by Tenant or its guests, agents or employees.


30.           VENDING
MACHINES. No vending machines shall be installed in the Leased
Premises without the written consent of Landlord.


31.          LIGHT AND AIR.
Tenant has no right to light or air over any premises adjoining the Building or
the BLN Office Park.


32.           LANDLORD’S
RIGHT TO ENTER PREMISES. Landlord or its authorized agents or
attorneys may, at any reasonable time, enter the Leased Premises for the
purpose of exhibiting the Leased Premises to prospective tenants or purchasers
to inspect, make repairs and improvements and/or changes in the Leased Premises
or other premises in the BLN Office Park, as Landlord may deem proper. Landlord’s
reserved rights hereunder shall include,











without limitation, free, unhampered and unobstructed
access to airways, equipment ducts, underfloor heater ducts, stairways, access
panels and all cleaning and utility services. There shall be no diminution of
rent or liability on the part of the Landlord by reason of any inconvenience,
annoyance or injury to business caused by Landlord’s exercise of the rights
reserved by Landlord in this paragraph. 
Landlord must provide Tenant at least one (1) full business day advance
notice to enter the Premises for purposes of exhibiting the Premises to
prospective tenant or purchasers.


33.          SECURITY OF
LEASED PREMISES. Tenant assumes full responsibility for
protecting the Leased Premises fromtheft, robbery and pilferage, which includes
keeping doors locked and other means of entry to the Leased Premises closed and
secured after normal business hours.


34.           REPAIRS. Tenant
shall promptly pay to Landlord upon request an amount equal to any cost
incurred by Landlord in repairing the Leased Premises and/or public and common
areas in the building or BLN Office Park when such repairs were made necessary
by the negligence of or misuse by the Tenant.


35.           LEASE TO BE SUBORDINATE. Landlord
may cause this Lease to be made subject and subordinate to all ground or
underlying leases, mortgages and restrictions which may now or hereafter affect
the Building or BLN Office Park and to all renewals and extensions thereof For
confirmation of such subordination, Tenant shall execute promptly any
subordination agreement requested by Landlord. Tenant hereby irrevocably
constitutes and appoints Landlord as Tenant’s agent to execute any such
subordination agreement or agreements for or on behalf of Tenant. Such
subordination is subject to Tenant enjoying the quiet possession ofthe Leased
Premises if any Mortgagee becomes landlord hereunder provided that Tenant is
not then in default hereunder or does not default in the future.


36.           ESTOPPEL CERTIFICATE.
Tenant agrees, at any time and from time to time upon not less than five
business days prior written notice by Landlord, to execute, acknowledge and
deliver to Landlord a statement in writing:


(a) Certifying that this Lease is unmodified and in
full force and effect or, if there have been modifications, that this Lease is
in full force and effect as modified and stating the modifications.


(b) Stating the dates to which the rent and other
charges hereunder have been paid by Tenant to Landlord.


(c) Stating whether or
not, to the best knowledge of Tenant, Landlord is in default in the performance
of any covenants, agreements or conditions contained in this Lease and, if so,
specifying each such default of which Tenant may have knowledge.


(d) Responding to such other matters as Landlord
reasonably requests.


Any such statement
delivered pursuant hereto may be relied upon by any owner or prospective
purchaser of the building, any prospective mortgagee of the building or
Landlord’s interest therein or any prospective assignee of any such mortgagee.


37.           TENANT
TO SURRENDER PREMISES IN GOOD CONDITION. Upon the expiration or
termination of the Lease Term, Tenant shall, at its expense:


(a) Remove Tenant’s goods and effects and those of all
persons claiming through Tenant;


(b) Quit and deliver up
the Leased Premises to Landlord peaceably and quietly in as good order and
condition as the same were on the date the Lease Term commenced or were
thereafter placed in service by Lessor, reasonable wear and tear and damages
from fire and other casualties excepted; and


(c) At Landlord’s request, and if there have been
alterations made to the Leased Premises without the Landlord’s explicit written
consent, restore the Leased Premises to general office standards adopted from
time to time by Landlord for general application throughout the BLN Office
Park.


Any property left in the
Leased Premises after the expiration or termination of the Lease Term shall be
deemed to have been abandoned and shall be deemed the property of Landlord to
be disposed of as Landlord sees fit.











38.          HOLDING OVER. Tenant
shall not hold over in the Leased Premises, or any part thereof, after the
expiration or termination of the Lease Term. Such continued occupancy by Tenant
shall be at the sufferance of Landlord, and Tenant shall pay as rent therefor
an amount equal to 150% of the amount of Base Rent in effect for the last
period prior to the date of termination or expiration of the Lease Term, plus additional
rent and all other amounts which would have been payable to the Landlord under
this Lease for such additional period had the Lease remained in effect,
adjusted and calculated on aper diem basis.
Tenant shall pay Landlord such amount for each day the Tenant retains
possession of the Leased Premises or any part thereof after such expiration or
termination of the Lease Term. Tenant’s obligations with respect to the Leased
Premises as a Tenant at sufferance upon holding over shall be in all respects
the same as Tenant’s obligations under the Lease during the Lease Term. At
Landlord’s option, a holdover Tenant maybe deemed to be a month-to-month tenant
whose rent is subject to adjustment with one month’s prior written notice.


39.          DEFAULT. The
occurrence of any of the following events shall constitute a default by Tenant
under this Lease:


(a) If Tenant shall fail to pay any amounts to be paid
by it hereunder, including, but not limited to, Base Rent and additional rent,
and such default shall continue for a period of seven (7) days after Landlord
has given Tenant written notice of such failure to pay; or


(b) If Tenant fails to perform or observe any of
Tenant’s other obligations, covenants or agreements herein or hereunder and
such failure shall continue for a period of twenty (20) days after Landlord has
given Tenant written notice thereof, or


(c) If Tenant makes a general assignment for the
benefit of creditors, or, subject to the rights of a Trustee in Bankruptcy,
files, or has filed against it, a petition in bankruptcy under the Bankruptcy
Reform Act of 1978 or under any other applicable law of the United States of
America or any state thereof, consents to the appointment of a trustee or
receiver for Tenant or for its property, or if Tenant takes any action for the
purpose of effecting or consenting to any of the foregoing.


(d) If Tenant holds over after the expiration or
termination of this Lease.


Upon the occurrence of
any of the foregoing defaults, Landlord may, but with no obligation to do so,
immediately, re-enter the Leased Premises and remove all persons and property
therefrom. Landlord shall have the right to keep this Lease in full force and
effect or, at its option, terminate this Lease as to all future rights of
Tenant. Landlord shall comply with notice and other requirements of Mim-iesota
law as in effect from time to time. Tenant shall be liable to Landlord for all
loss of rents and other damages which Landlord may incur by reason of such
default, including all attorneys’ fees and expenses incurred in enforcing any
of the terms of this Lease. In the event Landlord re-enters the Leased Premises
as set forth herein, and, whether it elects to keep this Lease in effect or
terminate it, Landlord may re-let the Leased Premises for such rent and upon such
terms as are not unreasonable under the circumstances. In such event, Tenant
also shall be liable for all costs, expenses and damages incurred or sustained
by Landlord in re-letting the Leased Premises, including, without limitation,
deficiency in rent, attorneys’ fees, expenses of placing the Leased Premises in
first class rentable condition, brokerage fees, tenant allowances, improvements
or payment of any other tenant inducement. If Tenant has breached this Lease by
failing to pay all rent due hereunder during the initial term hereof, then
Tenant shall be liable to Landlord as an element of Landlord’s damages for the
unamortized portion of Landlord’s up-front costs in entering into this Lease,
including, but not limited to, leasehold improvements, leasing commissions and
rent abatement. For example, if this Lease is for five years and Tenant vacates
and quits paying rent after three years, and if Landlord had costs of $50,000
(i.e., $15,000 leasing commission, $25,000 build-out and $10,000 rent concessions),
then Tenant would owe Landlord $20,000 (40% of $50,000) to reimburse Landlord
for the unamortized portion of its up-front costs. This amount is due
irrespective of whether Landlord is successful in reletting the premises for
the balance ofthe initial term. Landlord shall have the right to commence one
or more actions to enforce the terms hereof, and the commencement and
prosecution of one action shall not be deemed a waiver or an estoppel from
commencing one or more actions from time to time in the future. Provisions
contained in this section shall be in addition to and shall not prevent the
enforcement of any claim Landlord may have against Tenant for anticipatory
breach ofthe unexpired term of this Lease. All rights and remedies of Landlord
under this Lease shall be cumulative and shall not be exclusive of any other
rights and remedies provided to Landlord under applicable law.











40.          RIGHT TO CURE DEFAULTS. If
Tenant defaults in the observance or performance of any of Tenant’s covenants,
agreements or obligations hereunder wherein the default can be cured by the
expenditure of money, Landlord may, but without obligation and without limiting
any other remedies which it may have by reason of such default, cure the
default, charge the cost thereof to Tenant and Tenant shall pay the same
forthwith upon demand. If Landlord is required to commence a legal action to
recover such sums from the Tenant, Landlord shall also have the right to
recover all interest costs and attorneys’ fees in connection with such litigation.


41.          QUIET ENJOYMENT. So
long as the Tenant complies with the terms and conditions hereof, it shall be
entitled to the peaceable and quiet enjoyment of the Leased Premises.


42.          FORCE MAJEIJRE. Any
prevention, delay or stoppage of work to be performed by Landlord or Tenant
which is due to strikes, labor disputes, inability to obtain labor, materials,
equipment or reasonable substitutes therefor, acts of God, governmental
restrictions or regulations or controls, judicial orders, enemy or hostile government
actions, civil commotions, fire or other casualty, or other causes beyond the
reasonable control of the party obligated to perform hereunder shall excuse
performance of the work by that party for a period equal to the duration of
that prevention, delay or stoppage.


43.          SECURITY DEPOSIT. Tenant
agrees to deposit with Landlord a security deposit in the amount of $-0- upon
execution of the Lease, which shall be held by Landlord as security for Tenant’s
faithful performance of its obligations hereunder. Landlord and Tenant agree
that the security deposit may be commingled with funds of Landlord and Landlord
shall have no obligation or liability for payment of interest on such deposit.
Tenant shall not pledge, mortgage, assign, transfer or encumber the security
deposit without the prior written consent of Landlord, and any attempt by
Tenant to do so shall be void as to Landlord’s rights. If Tenant fails to pay
any rent or other amount due hereunder or fails to perform any of the other
terms hereof, Landlord may appropriate and apply all or any portion of the
security deposit to cure any such default by Tenant hereunder or to reimburse
Landlord for any loss or damage sustained by Landlord as a result of Tenant’s
default or breach. Landlord may use the security deposit without prejudice to
any other remedy which it may have. If Landlord so uses any of the security
deposit, Tenant shall, within ten (10) days after written demand by Landlord,
restore the security deposit to the full amount originally deposited. Tenant’s
failure to do so shall constitute an event of default hereunder. Within thirty
(30) days after the termination or expiration of this Lease and the vacation of
the Premises by Tenant, Landlord shall account for the security deposit to
Tenant and return any portion which is due or owing. Landlord may deliver the
security deposit to the purchaser of Landlord’s interest in the BLN Office Park
and, if it does so, shall be relieved of any further liability to Tenant for
the return of said deposit.


44.          BROKERS. Landlord
and Tenant each represent and warrant to the other that they have dealt with
and only with the real estate brokers/agents named on Exhibit E hereto. Landlord and Tenant
hereby agree to indemnify, defend and hold the other harmless from any claims
for real estate brokerage or leasing commissions or other suits of any kind by
real estate brokers or representatives in connection with or arising out of
this Lease and the negotiations leading up to the execution of this Lease.


45.           USE
OF TIlE TERMS “LANDLORD” AND “TENANT.” The terms “Landlord” and “Tenant”
wherever used in this Lease shall be construed to mean plural in all cases
where there is more than one Landlord or Tenant, and the necessary grammatical
changes required to make the provisions hereof apply to corporations,
partnerships or individuals, men or women, shall in all cases be assumed as
though in each case fully expressed. In addition, where relevant in this Lease
and especially in connection with the provisions of this Lease relating to
personal injury, limitation of liability, indemnification, property damage and
insurance, “Landlord” shall mean Landlord, its respective employees, agents,
invitees, licensees, customers, clients, partners and shareholders, and “Tenant”
shall mean its employees, agents, invitees, licensees, customers, clients,
family members, guests, trespassers, partners and shareholders.


46.          LANDLORD’S CONSENT. Unless
it is expressly stated herein that, as to any particular required consent,
Landlord’s consent shall not be unreasonably withheld, Landlord’s consent need
be given only at Landlord’s sole discretion.


47.           INTEREST
ON AMOUNTS DUE LANDLORD. Any installment of Base Rent, additional
rent or other











charges to be paid by
Tenant under the provisions of this Lease which shall not be promptly paid when
due shall bear interest at the rate of 18% per annum from the date when the
same is due until the same shall be paid, but, if such rate exceeds the maximum
rate permitted by law, such interest rate shall be reduced to the highest rate
allowed by law under such circumstances.


48.          EXECUTION BY LANDLORD.
Submission of this instrument to Tenant or Tenant’s agents or attorneys for
examination or signature does not constitute or imply an offer to lease,
reservation of space or option to lease, and this Lease shall have no binding
legal effect until execution hereof by both Landlord and Tenant.


49.          CONTINUANCE OF AGREEMENT. This
Agreement shall be binding upon and inure for the benefit of the parties hereto
and subject to the restrictions and limitations herein contained, their
respective heirs, successors and assigns.


50.           SEVERABILITY.
The provisions ofthis Lease are expressly severable, and the unenforceability
of any provision or provisions hereof shall not affect or impair the
enforceability of any other provision or provisions.


51.           EXHIBITS/RIDERS.
The additional provisions, if any, set forth in the attached exhibits or riders
are included herein and by reference made a part hereof If there is any
conflict between the terms, conditions and provisions of this Lease and the
terms, conditions and provisions contained in any of said riders, the terms,
conditions and provisions of said riders shall control and take precedence. The
following riders are attached:


	
  EXHIBIT

  	
   

  	
  No. of Pages

  
	
  A. Floor Plans

  	
   

  	
  I

  
	
  B.
  Landlord-provided Improvements

  	
   

  	
  4

  
	
  C. Rider-i

  	
   

  	
  1

  
	
  D. Rules and
  Regulations

  	
   

  	
  1

  
	
  E. Brokers

  	
   

  	
  I

  
	
  F. Extra Work

  	
   

  	
  1

  



 


52.           WAIVER
OF COVENANTS. Failure of Landlord to insist, in any one or more
instances, upon strict performance of any term, covenant or condition of this
Lease, or to exercise any option herein contained, shall not be construed as a
waiver, or a relinquishment for the future of such term, covenant, condition or
option, but the same shall continue and remain in full force and effect. The
receipt by Landlord of rents with knowledge of a breach in any ofthe terms,
covenants and conditions ofthis Lease to be kept or performed by Tenant shall
not be deemed a waiver of such breach, and Landlord shall not be deemed to have
waived any provision of this Lease unless expressed in writing and signed by
Landlord.


53.           NOTICES.
Any notice or demand which, under the terms of this Lease or under
any statute must or may be given or made by the parties hereto, shall be in
writing and may be given or made by personal delivery or mailing the same by
certified mail, addressed to the other party at the address hereinbelow
mentioned. Either party, however, may designate in writing such new or other address
to which such notice or demand shall thereafter be so given, made or mailed.
Any notice given hereunder by mail shall be deemed delivered two days after
depositing in the United States mails, certified mail, return receipt
requested, postage prepaid, and addressed as herein provided:


	
  (a)If to Landlord, at:

  	
   

  	
  Managing Partner

  
	
   

  	
   

  	
  BLN Office Park

  
	
   

  	
   

  	
  2001 Killebrew
  Drive

  
	
   

  	
   

  	
  Bloomington,
  Minnesota 55425

  



 


(b)If to Tenant, at the Leased Premises (unless notice
of change of address is given pursuant to this section) or at the following
address:


54.           AMENDMENTS.
This Lease may be amended only by a writing executed by both parties hereto.


55.           MISCELLANEOUS.
There are no understandings or agreements not incorporated in this Lease. This
is a Minnesota lease and shall be construed according to the laws of the State
of Minnesota. The Captions in this Lease are for convenience only and are not
part of this Lease.











IN WITNESS WHEREOF,
Landlord and Tenant respectfully have duly signed and sealed these presents the
day and year first above written.


14


	
  

  	
  LANDLORD:

  	 

	
   

  	
  BLN OFFICE PARK ASSOCIATES

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Date:

  	
  8/10/04

  	
   

  	
   

  	
  By:

  	
       /s/ 

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Its Managmg Agent

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  TENANT:

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  SOUTHWEST CASINO AND HOTEL CORP.

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Date:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Signature)

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Please Print)

  	 

	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
     President

  	
   

  	 

																		



 


STATE OF ) MN


)SS.


COUNTY OF ) 
Hennepin


The foreg9instrument was acknowledged before me
this 10th day of August, 2004 by John Kofksi the managing
agent of BLN Office Park Associates BLN Office Park Associates II Limited
Partnership, a Minnesota limited partnership.


	
    /s/

  	
   

  
	
  Notary Public

  



 


STATE
OF MN)


)SS.


COUNTY OF HENNEPIN


-i


The
foregoing instrument was acknowledged before me this 9th day of August, 2004, by


Thomas E. Fox, a President, on behalf of said
Southwest Casino and Hotel Corp.


                                         
and                                     ,
and                                       
and                                      
of


	
  

  	
  Notary Public

  
	
   

  	
   

  
	
   

  	
    /s/