<PAGE>


                                                              Exhibit 10.18



                                 TECHNOLOGY PARK

                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT made and entered into this 18TH day of JANUARY,
2000 between PROPERTY RESERVE, INC. (hereinafter referred to as "Landlord"),
whose address for purposes hereof is 10 East South Temple Street, Suite 400,
Salt Lake City, Utah 84133-1103 and DIGITAL RIVER, INC., A DELAWARE CORPORATION
(hereinafter referred to as "Tenant"), whose address for purposes hereof is
9600-9700 West 76th Street, Eden Prairie, Minnesota 55344.

This LEASE AGREEMENT consists of the SPECIFIC LEASE PROVISIONS written here
below, the GENERAL LEASE PROVISIONS attached hereto as Exhibit "A," and all
other EXHIBITS attached hereto. In the event there is a conflict between the
SPECIFIC LEASE PROVISIONS and the GENERAL LEASE PROVISIONS, the SPECIFIC LEASE
PROVISIONS shall prevail.

                                    SPECIFIC LEASE PROVISIONS

         1. LEASED PREMISES. Landlord hereby leases to Tenant and Tenant hereby
leases from Landlord, subject to the terms and conditions of this Lease
Agreement, those certain premises hereinafter described, and referred to as the
"Leased Premises," consisting of approximately 22,253 rentable square feet (see
Paragraph 14(d)) in the building known as Technology Park I & II, located at
9600 - 9700 West 76th Street, Eden Prairie, Minnesota 55344 (hereinafter
referred to as the "Project"), together with the right in common with others to
the use of any and all common entrance ways, lobbies, restrooms, elevators,
drives, parking areas, stairs, and other similar access and service ways and
common areas in or adjacent to and used in common with the building of which
said Leased Premises are a part. The Leased Premises are described below and
reflected on the plan attached hereto and made a part hereof as Exhibit "B":

         2. TERM. Subject to and upon the terms and conditions set forth herein,
this Lease Agreement shall continue in force for a term of forty-two (42) months
and eighteen (18) days, beginning on the 14th day of January, 2000("Beginning
Date") and ending on the 31st day of July, 2003 ("Expiration Date").

         3.       RENTAL PAYMENT.

                  a. Tenant shall pay to Landlord on the first day of each month
during the term of this Lease Agreement in legal tender of the United States of
America, without prior notice or demand and without any offset or deduction
whatsoever, at the office of the Landlord, or at such place or to such property
manager as Landlord may from time to time designate in writing, rental comprised
of both Base Rental ("Base Rental") described below and Additional Rent
("Additional Rent") as hereinafter described. Tenant shall, however, be required
to pay the first month's rent and security deposit upon execution of this Lease
Agreement. Base Rental and Additional Rent are sometimes referred to hereafter
as Rent ("Rent").

                  b. Tenant agrees that if any rental payment or other money due
hereunder from Tenant to Landlord remains unpaid five (5) calendar days after
said amount is due, a late charge shall be paid to Landlord by Tenant in the
amount of the greater of five (5%) percent of such payment due or fifty ($50.00)
dollars provided that in no event shall such charge be greater


<PAGE>



than that permitted by law. Tenant agrees that such amount is a reasonable
estimate of Landlord's collection and administrative expenses.

                  c.       Base Rental is:                             $/Month

                           January 14, 2000 - January 31, 2000$9,384.68 February
                           1, 2000 - July 31, 2003 $16,162.50

         4. OPERATING EXPENSES. Tenant shall also pay, as Additional Rent,
Tenant's Proportionate Share of the following Operating Expenses of the Project,
which are estimated in 1999 to be $3.21 per square foot per annum, or Five
Thousand Nine Hundred Eighty-Four and 78/100 Dollars ($5,984.78) per month.

<TABLE>
<S>                        <C>

                  a.       TENANT'S PROPORTIONATE SHARE: Tenant's Proportionate Share is 13.73%

                  b.       TAX AND INSURANCE EXPENSES.

</TABLE>

                           i. Tenant agrees to pay, as Additional Rent, Tenant's
Pro Rata Share of the Project's Tax and Insurance Expenses. At or prior to the
commencement of the Lease, and at any time during the Lease Term, Landlord may
deliver to Tenant a written estimate of the Tax and Insurance Expenses, and the
monthly Rent shall be increased by one-twelfth (1/12) of said estimated
Additional Rent. In the case of a multi-building Project, if such Project's Tax
and Insurance Expenses are not separately assessed against the Building but are
assessed against the Project as a whole, Landlord shall reasonably determine the
portion of such Project's Taxes and Insurance Expenses allocable to the Building
in which the Leased Premises are located.

                           ii. Tax and Insurance Expenses shall mean: (A) all ad
valorem, rental, sales, use, and other taxes (other than Landlord's income
taxes), special assessments (which shall be paid by Landlord over the longest
period permitted by the assessing authority and not include those special
assessments attributable to the initial development or construction of the
building or development) and other governmental charges, and all assessments due
to deed restrictions and/or owner's associations which accrue against the
Project during the term of this Lease; and (B) all insurance premiums paid by
Landlord with respect to the Project including, without limitation, public
liability, casualty, rental, and property damage insurance.

                  c.       COMMON AREA MAINTENANCE.

                           i. Tenant agrees to pay, as Additional Rent, Tenant's
Pro Rata Share of the Common Area Maintenance Expenses. At or prior to the
commencement of the Lease, and at any time during the Lease Term, Landlord may
deliver to Tenant a written estimate of the Common Area Maintenance, and the
monthly Rent shall be increased by one-twelfth (1/12) of said estimated
Additional Rent. In the case of a multi-building Project, if such Project's
Common Area Maintenance is not separately assessed against the Building but are
assessed against the Project as a whole, Landlord shall reasonably determine the
portion of such Project's Common Area Maintenance allocable to the Building in
which the Leased Premises are located.

                           ii. Common Area Maintenance shall mean all expenses
incurred by Landlord for the maintenance, repair, and operation of the Project
(excluding only structural soundness of the roof, foundation, and exterior
walls), including but not limited to management fees, common area utilities,
maintenance and repair, common area mechanical systems (if

                                       2

<PAGE>

Landlord provides maintenance services), system surveys, supplies, material,
water and sewer, common area janitorial services, exterior lighting maintenance,
maintenance of elevators, where applicable, and common area mechanical systems,
supplies, maintenance equipment, tools used in Project, landscaping, trash,
security, wages and fringe benefits payable to employees of Landlord whose
duties are connected with the operation and maintenance of the Project, amounts
paid to contractors or subcontractors for work or services performed in
connection with the operation and maintenance of the Project, all services,
supplies, repairs, replacements or other expenses for maintaining, repairing and
operating the Project including, without limitation, common areas and parking
areas and roof, exterior walls and foundation work that is not related to
structural soundness. It shall include landscape maintenance, landscape
irrigation repairs, pest and rodent control, parking lot repairs and
maintenance, parking lot sweeping, exterior lighting, exterior signage and roof
repair and maintenance. Common Area Maintenance does not include the cost of any
capital improvement to the Project other than the reasonably amortized cost of
capital improvements which result in the reduction of insurance or Common Area
Maintenance Expenses. Further, Common Area Maintenance shall not include repair,
restoration or other work occasioned by fire, windstorm or other casualty with
respect to which Landlord actually receives insurance proceeds, income and
franchise taxes of Landlord, expenses or commissions incurred in procuring and
leasing to tenants, expenses for the renovating of space for new tenants,
interest or principal payments on any mortgage or other indebtedness of
Landlord, compensation paid to any employee of Landlord above the grade of
building superintendent, or depreciation allowance or expense, and those
additional costs included in Exhibit E.

                  d. ANNUAL STATEMENT A Statement showing the actual Tax and
Insurance and the actual Common Area Maintenance Expenses, and Tenant's
proportionate share thereof, (hereinafter referred to as the "Statement of
Actual Adjustment") shall be delivered by Landlord to Tenant within 180 days
after any calendar year in which Additional Rent was paid by or due from Tenant.
Within ten (10) days after the delivery by Landlord to Tenant of such Statement
of Actual Adjustment, Tenant shall pay Landlord the amount of any Additional
Rent shown on such Statement. If such Statement shows that Tenant has paid more
than the amount of Additional Rent actually due from Tenant for the preceding
calendar year, and if Tenant is not in default under this Lease Agreement,
Landlord shall credit the amount of such excess to the next Additional Rent
payment due from Tenant. Landlord shall be obligated to refund to Tenant
Tenant's pro rata share of the amount of any refund, rebate or the like less
fees to attain the refund, rebate or the like) of taxes/assessments that were
paid by Tenant (directly or as Additional Rent) regardless of whether such
refund, rebate, or the like is received by Landlord after the expiration of the
term of the Lease.

                  e.       PRORATION

                           i. If the Commencement Date of this Lease is a day
other than the first day of a month, or if the Termination Date of this Lease is
a day other than the last day of a month, the amount of Additional Rent shown as
due by Tenant on the Statement of Actual Adjustment shall reflect a proration
based on the ratio of the number of days this Lease was in effect during the
month to the actual number of days in the month.

                           ii. If any data necessary to calculate Additional
Rent are unavailable so that the calculation cannot be timely made, Landlord's
reasonably determined estimate shall be used in lieu thereof.


                                       3
<PAGE>

                           iii. If the term of this Lease Agreement expires on
other than the last day of a calendar year, then the Tenant's Proportionate
Share of the Estimated Operating Expenses and Actual Operating Expenses shall be
prorated for said year. If the Lease Agreement shall expire or otherwise
terminate with any operating expenses owed by the Tenant, Tenant shall
immediately pay the balance due. Landlord shall pay any refund due Tenant. The
provisions of this paragraph shall survive the termination of the Lease
Agreement.

                  f. LANDLORD'S RIGHTS The failure of Landlord to exercise its
rights hereunder to estimate Additional Rent and to require payment of such
shall not constitute a waiver of Landlord's rights which rights may be exercised
from time to time at Landlord's discretion.

                  g. TENANT'S ADDITIONAL COST If the nature of Tenant's business
or use of the Leased Premises is such that additional costs are incurred by
Landlord for cleaning, sanitation, trash collection or disposal services, Tenant
agrees to pay as Additional Rent to Landlord the amount of such additional costs
upon demand.

         5. SECURITY DEPOSIT. Upon execution of this Lease Agreement, Tenant
shall deposit with Landlord the sum of $16,162.50. Such deposit shall not earn
interest for Tenant and shall be used for the purposes set forth in the General
Provisions attached hereto.

         6. PROPOSED USE. Tenant represents, covenants, and warrants that the
Leased Premises will be used lawfully for the following purposes and for no
other purposes: GENERAL OFFICE AND WAREHOUSE STORAGE, INCLUDING CUSTOMER
SERVICE, COMPUTER DATA CENTER, AND OTHER RELATED OPERATIONS.

         7. IMPROVEMENTS. Tenant agrees it is leasing the Premises in an "as-is"
condition, and that Landlord shall not be required to make any improvements to
the Premises, except that, Landlord, at Landlords cost, shall demise the
premises including the separation of utilities from the adjacent premises.

         8.       SERVICE AND REPAIRS.

                  a. UTILITIES. Tenant shall pay for all gas, electricity,
water, sewer, and telephone service utilized in the operations of Tenant's
business. Landlord further reserves the right to have separate meters
installed for any of these services.

                  b. INITIAL LIGHTING. Landlord shall provide initial lamps,
bulbs, starters and ballasts used on the Leased Premises; Tenant agrees, at
his expense, to maintain and replace such lamps, bulbs, starters and ballasts.

                  c. HVAC MAINTENANCE. Landlord agrees to have a third party
mechanical contractor certify that the heating and air-conditioning units
servicing the Premises are in good working condition as of the Beginning Date
of this Lease. By signing this Lease Agreement Tenant accepts, subject to the
above certification the HVAC in as is condition and Tenant shall, at its own
cost and expense, enter into a regularly scheduled preventative
maintenance/service contract for servicing all heating and air-conditioning
systems and equipment servicing the Leased Premises. The maintenance
contractor and the contract must be approved by Landlord which approval shall
not unreasonably be withheld. The service contract must include all services
suggested by the equipment manufacturer within the operation/maintenance
manual and

                                       4
<PAGE>



must become effective (and a copy be delivered to Landlord) within thirty (30)
days of the date Tenant takes possession of the Leased Premises. If the Tenant
fails to enter into such service contract as required, Landlord shall have the
right to do so on Tenant's behalf and Tenant agrees to pay Landlord the cost and
expense of same upon demand.

                  d. ROUTINE MAINTENANCE. Landlord shall provide only routine
maintenance, and painting to the structure, and electric lighting service for
all public areas and special service areas of the Project in the manner and to
the extent deemed by Landlord to be standard.

                  e. REPAIRS BY TENANT. The Tenant will keep, maintain and
preserve the Leased Premises in substantially the same condition the Premises
are in as of the Beginning date, subject to the provisions of this Lease
Agreement. When and if needed, at the Tenant's sole cost and expense, the Tenant
will make all interior repairs and replacements including but not limited to
interior walls, doors and windows, floors, floor coverings, light bulbs,
plumbing fixtures, heating/air conditioning systems, hot water systems, and
electrical fixtures. Tenant shall also make all repairs and replacements to
Tenant's overhead garage and exterior pedestrian doors. The Tenant will also
repair and replace at its sole cost and expense any broken windows and/or damage
to the building or Premises caused by the Tenant or its employees, agents,
guests or invitees during the Lease term hereof. Not withstanding any contrary
or inconsistent provision of this Lease Agreement, Tenant shall not be
responsible for any maintenance, repair or replacement caused by or required due
to the negligence or willful misconduct of Landlord, its employees, agents,
invitees or contractors, which maintenance, repairs and or replacements shall
promptly performed by Landlord at its expense.

         If Tenant fails to make such repairs or replacements promptly, Landlord
may, at its option, make such repairs or replacements, and Tenant shall repay
the cost thereof to the Landlord as Additional Rent on demand. However, Tenant
shall not suffer any repair work costing over $5,000 to be performed by Tenant
or Tenant's agents without Landlord's prior written consent.

                  f. ADDITIONAL SERVICES. In the event Tenant desires any of the
aforementioned services in amounts in excess of those deemed by Landlord to be
Project standard, and in the event Landlord elects to provide such additional
services, Tenant shall pay Landlord as Additional Rent hereunder the cost of
providing such additional services.

         9. PARKING. Tenant shall be entitled to use stalls in the parking areas
of the Project in common with all other tenants of the Project. Tenant agrees
not to overburden the parking areas and to cooperate with Landlord and the other
tenants in the use of the parking areas. Landlord reserves the right to
determine whether the parking areas are overburdened, and, if so, to allocate
parking spaces between Tenant and the other tenants of the Project. Landlord
shall reserve the right to designate handicapped, loading, reserved, and visitor
parking stalls.

         10. BROKER'S COMMISSION. Landlord agrees that it shall be responsible
to Welsh Companies, Inc, and to Landlord's broker, CB Richard Ellis, for payment
of their fees and commissions in connection with the execution of this Lease.
Tenant represents and warrants to Landlord that Tenant has not entered into any
agreements other than with Welsh Companies, Inc, nor will Tenant enter into any
agreement in the future whereby Landlord would be obligated to pay any broker's
commission or finder's fee in connection with Tenant's execution of this Lease
Agreement. Tenant agrees to indemnify Landlord against, and to hold Landlord
harmless from, all liabilities arising from any such claim. Tenant agrees to pay
for any broker representation it


                                       5
<PAGE>



may desire or require during any negotiation for expansion or contraction of
the Leased Premises. Landlord will pay for any representation it obtains.

         11. GRAPHICS. Landlord at Tenant's cost, shall provide and install one
sign complying with the sign criteria, of the Landlord. Sign to be installed
within sixty days of the signing of this Lease Agreement. All graphics of
Tenant, visible in or from public corridors or the exterior of the Leased
Premises, shall require Landlord's prior written approval. All of the above
shall be in accordance with the Project's Rules and Regulations.

         12.      GUARANTY. Intentionally omitted.

         13. TENANT'S NOTICE ADDRESS. Digital River, Inc., 9625 West 76th
Street, Eden Prairie, Minnesota 55344, Attention: Corporate Secretary.

         14.      OTHER.

                  (a) DEFAULTS BY LANDLORD. If Landlord is in default or breach
of this Lease, Landlord shall cure any such default within thirty (30) days
after written notice of the same from Tenant, or such longer period as is
reasonably necessary to cure the default, provided that the cure is commenced
within said thirty (30) day period and provided that Landlord continues to
diligently prosecute such cure. In any event, however, if said default or breach
is curable within sixty (60) days under normal business conditions and is not
cured within sixty (60) days after notice thereof, or if said default or breach
is not cured and Landlord is not diligently pursuing such cure, then Tenant
shall have the right (in addition to any other available rights or remedies) to
cure the default or breach and shall have the right to recover the costs thereby
incurred from Landlord or to offset such amounts from the rent payment(s) next
coming due under this Lease.

                  (b) CONSENT, APPROVAL AND DISCRETION. At any time that
Landlord's or Tenant's consent, approval or discretion is required or is to be
implemented, a reasonableness standard shall be deemed to apply, and neither
party shall unreasonably withhold, condition or delay its consent or approval,
nor exercise discretion in an unreasonable manner.

                  (c) YEAR 2000 ISSUES. Landlord represents and warrants that it
has performed or caused to be performed a reasonable and thorough analysis of
the so-called Year 2000 problem with respect to the Building and the Premises
and that Landlord has no knowledge of any uncured problems with respect to the
same, including but not limited to with respect to all operating and computer
systems and all software used in connection with the operation, maintenance
and/or management of the Building and/or accounting, billing and/or data
processing concerning the Building. Landlord shall indemnify Tenant and shall
otherwise be liable to Tenant for any loss or damage incurred by Tenant as a
result of any of said systems or software not being Year 2000 compliant.

                  (d) Effective January 17, 2000, (i) Tenant's Premises shall be
increased by approximately 120 square feet ("Server Room") as further depicted
in attached Exhibit "F", from 22,253 square feet to 22,373 square feet, (ii)
Tenant's pro rata share shall be increased from 13.73% to 13.80%, and (iii)
Tenant's Base Rent shall remain as indicated in Paragraph 3 (c). Tenant will
allow the adjacent tenant, Medtronics, reasonable access to the Server Room
through January 16, 2000.


                                       6
<PAGE>



         15. EXHIBITS. The following exhibits are attached hereto and pertain to
this Lease Agreement:

<TABLE>
<S>                        <C>              <C>
                  1.       Exhibit A        General Lease Provisions
                  2.       Exhibit B        A Plan of the Demised Premises
                  3.       Exhibit C        Improvement Items
                  4.       Exhibit D        Rules and Regulations
                  5.       Exhibit E        Additional Common Area Maintenance Exclusions
                  6.       Exhibit F        Server Room

</TABLE>

IN WITNESS WHEREOF, the parties have executed this Lease Agreement the day and
year first above written.

LANDLORD:.                                           TENANT:

PROPERTY RESERVE, INC.                      DIGITAL RIVER, INC.

By:      /s/ WAYNE G. FACER                 By:      /s/ PERRY W. STEINER
   -------------------------------             ----------------------------
Its:     WAYNE G. FACER, PRESIDENT          Its:     PRESIDENT
    ------------------------------              ---------------------------

                                       7
<PAGE>



                                    (Master)

                                   EXHIBIT "A"

                            GENERAL LEASE PROVISIONS

         These following General Lease Provisions shall become effective when
attached to the signed Lease Agreement containing the Specific Lease Provisions
and shall, together with the Exhibits, form the Lease Agreement.

         1. ABANDONMENT. Tenant shall not vacate without payment of Rent nor
abandon the Leased Premises at any time during the term of this Lease Agreement,
nor permit the Leased Premises to remain unoccupied for a period longer than
fifteen (15) consecutive days during the term of this Lease Agreement. If Tenant
shall abandon, vacate without payment of Rent, or surrender the Leased Premises,
or be dispossessed by process of law or otherwise, any personal property
belonging to Tenant and left on the Leased Premises shall, at the option of the
Landlord, be deemed abandoned and title thereto shall vest to Landlord. If
Tenant vacates the Leased Premises but continues to pay all sums due hereunder
and otherwise complies with the terms hereof, it shall not be considered
abandonment.

         2. ASSIGNMENT OR SUBLEASE. Tenant shall not, either voluntarily or by
operation of law, assign, encumber, pledge, or otherwise transfer or hypothecate
all or any part of Tenant's leasehold estate hereunder, or permit the Leased
Premises to be occupied by anyone other than Tenant or Tenant's employees, or
sublet the Leased Premises or any portion thereof, without Landlord's prior
written consent in every instance, which Landlord shall not unreasonably
withhold, condition or delay. Tenant shall give Landlord written notice of such
desire at least thirty (30) days in advance of the date on which Tenant desires
to make such assignment or sublease, which notice shall include the name,
address, evidence of financial capability, and other pertinent information
regarding the proposed assignee or sublessee.

                  a. No assignment or subletting by Tenant shall relieve Tenant
of any obligations under this Lease Agreement. Any attempted transfer of this
Lease Agreement by Tenant without the consent of Landlord shall be null and void
and, at the option of Landlord, shall cause termination of this Lease Agreement.
The giving of consent by Landlord in one instance shall not preclude the need
for Tenant, and its successors and assigns, to obtain Landlord's consent to
further transfers.

                  b. In the event Tenant shall propose to assign or sublet the
Leased Premises and request the consent of Landlord to any assignment or
subletting, or if Tenant shall request consent of Landlord to any other act
Tenant proposes to do, as herein provided, then Tenant shall pay Landlord's
reasonable attorney's fees incurred in connection therewith. Any assignment or


                                       1
<PAGE>



subletting shall not relieve Tenant from responsibility under the Lease
Agreement, and Tenant shall therefore remain liable for the faithful performance
of the Lease Agreement in case of breach or default by assignee or sublessee.

                  c. If the proposed Base Rental between Tenant and any
Sublessee is greater the Base Rental of this lease, then such excess rental
shall be deemed Additional Rent owed by Tenant to Landlord.

                  d. Tenant shall not publicly advertise the Rent for which
Tenant is willing to sublet the space; and all public advertisements of the
assignment of the Lease Agreement or sublet of Leased Premises, or any portion
thereof, shall be subject to prior approval in writing by Landlord.

                  e. In any assignment or transfer, each assignee or transferee,
other than Landlord, shall assume, as provided herein, all obligations of the
Tenant under this Lease Agreement which relate to all or a portion of the Leased
Premises assigned or sublet, as the case may be, and shall be and remain liable
jointly and severally with Tenant for the payment of the Rent and for due
performance of all the terms, covenants, conditions, and agreements herein
contained on Tenant's part to be performed during the term of this Lease
Agreement.

                  f. No consent by Landlord to any assignment or subletting by
Tenant shall relieve Tenant of any obligation to be performed by the Tenant
under this Lease Agreement, whether accruing before or after such assignment or
subletting, unless granted by Landlord to Tenant in writing. The consent by
Landlord to any assignment or subletting shall not relieve Tenant from the
obligation to obtain Landlord's express written consent to any other assignment
or subletting. Any assignment or subletting which is not in compliance with this
Lease Agreement shall be void, and, at the option of Landlord, shall constitute
a material default by Tenant under this Lease Agreement.

         3. ATTORNEY'S FEES. In the event either party places the enforcement of
this Lease Agreement, or any part thereof, or the collection of any rent due, or
to become due hereunder, or recovery of the possession of the Leased Premises in
the hands of an attorney, or files suit upon the same, the nonprevailing (or
defaulting) party shall pay the other party's reasonable attorney's fees and
court costs, in any proceeding, whether at trial, or appeal therefrom, or on any
petition for review, or in bankruptcy.

         4. BINDING. Each individual executing this Lease Agreement on behalf of
Tenant and Landlord represents and warrants that he/she is duly authorized to
execute and deliver this Lease Agreement on behalf of Tenant and Landlord, and
that this Lease Agreement is binding upon each in accordance with its terms.
This Lease Agreement shall not be considered binding until it has been fully
executed by Landlord and Tenant.


                                       2
<PAGE>



         5. CARE OF LEASED PREMISES. Tenant shall not commit or allow any waste
or damage to be committed on any portion of the Leased Premises. Tenant shall
not permit the Leased Premises to be used for any purpose other than stated in
the Lease Agreement.

                  a. No later than the last day of the Term, Tenant will remove
all Tenant's personal property and repair all damage done by or in connection
with installation or removal of said property and surrender the Leased Premises
(together with all keys, access cards, or entrance passes to the Leased Premises
and/or the Project) in as good a condition as they were at the beginning of the
Term, reasonable wear and tear, unrepaired casualty that was either not caused
by Tenant or covered by insurance (or that would have been covered by insurance
depicted in Paragraph 25), and condemnation excepted. All property of Tenant
remaining in the Leased Premises after expiration of the Term shall be deemed
conclusively abandoned and may be removed by Landlord, and Tenant shall
reimburse Landlord for the cost of removing the same, subject, however, to
Landlord's right to require Tenant to remove any improvements or additions made
to the Leased Premises by Tenant pursuant to this Lease Agreement, unless
previously agreed to otherwise by the parties in writing,.

                  b. In doing any work related to the installation of Tenant's
furnishings, fixtures, or equipment in the Leased Premises, Tenant will use only
contractors or workmen consented to by Landlord in writing prior to the time
such work is commenced. Landlord may condition its consent upon its receipt of
evidence of workers compensation insurance acceptable lien waivers from such
contractors or workmen. Tenant shall promptly remove any lien or claim of lien
for material or labor claimed against the Leased Premises or Project, or both,
by such contractors or workmen, if such claim should arise, and hereby
indemnifies and holds Landlord harmless from and against any and all loss, cost,
damage, expense, or liabilities including, but not limited to, attorney's fees
incurred by Landlord as a result of or in any way related to such claims or such
liens. Landlord hereby consents to Tenant using for the improvements depicted in
Exhibit C the following contractors: Ron Conrad Construction (general
contractor), Network Designs (cabling), Facilitech (plumbing and electrical).

                  c. Tenant agrees that all personal property brought into the
Leased Premises by Tenant, its employees, licensees, and invitees shall be at
the sole risk of Tenant, and Landlord shall not be liable for theft thereof or
of money deposited therein or for any damages thereto, such theft or damage
being the sole responsibility of Tenant.

                  d. Upon termination of this Lease Agreement Landlord shall
have the right to reenter and resume possession of the Leased Premises.
Landlord's costs of post termination cleanup required to return the Leased
Premises to as good a condition as existed at time of occupancy by Tenant, with
normal wear and tear excepted, shall be billed to and promptly paid by Tenant.


                                       3
<PAGE>



         6. CHOICE OF LAW. All rights and remedies of Landlord and Tenant under
this Lease Agreement shall be cumulative and none shall exclude any other rights
or remedies allowed by law. All of the terms hereof shall be construed and
enforced according to the laws of the State in which the Leased Premises are
located.

         7. COMMON AREAS--UTILITY ACCESS. The Leased Premises shall include the
appurtenant right to use, in common with others, the lobbies, entrances, stairs,
elevators, restrooms, and other public portions of the Project. Landlord retains
the right to make changes in the common areas as it solely deems to be in the
best interest of the Project. All of the outside walls and windows of the Leased
Premises, and any space in the Leased Premises used for shafts, stacks, pipes,
conduits, ducts, and electric or other utilities, custodial sinks or other
Project facilities, are part of the rentable area of the Leased Premises;
however, the right to the use thereof and access thereto through the Leased
Premises for the purposes of operation, maintenance, and repair, are reserved to
Landlord.

         8. CONDITION OF PREMISES. Tenant's taking possession of the Leased
Premises shall be deemed conclusive evidence that, as of the date of taking
possession, the Leased Premises are in good order and satisfactory condition,
subject to (i) structural latent defects and (ii) the "punch list" conditions in
paragraph 33. No promise of Landlord to alter or remodel, repair, or improve the
Lease Premises or the Project, and no representation, express or implied,
respecting any matter or thing relating to the Leased Premises, the Project or
this Lease Agreement, including, without limitation, the condition of the Leased
Premises, has been made to Tenant by Landlord other than as may be contained
herein or in a separate Exhibit or Addendum attached to this Lease Agreement and
incorporated herein or separately signed by Landlord and Tenant. Landlord agrees
to have a third party contractor certify that the heating and air-conditioning
systems, restroom plumbing, electrical service and the hot water systems
servicing the Premises are in good operating condition as of the Beginning Date.

         9. DAMAGE TO LEASED PREMISES. If all or a portion of the Leased
Premises are rendered untenantable by damage from any casualty that would be
insured against under a standard fire and extended coverage insurance policy
(irrespective of whether Landlord carries self insurance), the damage shall be
repaired forthwith by and at the expense of Landlord, provided such repairs can
be, in Landlord's opinion, completed within one hundred twenty (120) days after
notice to Landlord of the occurrence of such damage, without the payment of
repair, overtime or other premiums. Except as set forth herein below, until such
repairs are completed, the rent shall be abated in proportion to the part of the
Leased Premises which is unusable by Tenant in the conduct of its business.
Should the damage be caused by a casualty that would not be insured against
under a standard fire and extended coverage insurance policy, Landlord shall
have no obligation to repair or rebuild. Should Landlord elect not to repair or
rebuild, this lease may be terminated by thirty (30) days' notice to tenant.
There shall be no abatement of rent by reason of any portion of the Leased
Premises being unusable for a period of less than two days.


                                       4
<PAGE>



Landlord's opinion as to completion date of any repair shall be given to Tenant
in writing within thirty (30) days of the occurrence of the damage.

         10. DAMAGE OR DESTRUCTION --TENANT'S ELECTION TO TERMINATE. In case of
any significant damage or destruction mentioned herein, which Landlord is
required or undertakes to repair as provided herein, Tenant may terminate this
Lease Agreement by written notice to Landlord any time prior to completion of
the required repairs if Landlord has not restored and rebuilt the Leased
Premises (exclusive of any property of Tenant or improvements installed by
Tenant located therein) to substantially the same condition as existed
immediately prior to such damage or destruction within one hundred twenty
(120)days after notice to Landlord of the occurrence of such damage or
destruction, or such longer period as Landlord has estimated, plus such
additional period thereafter (not exceeding three months) as shall equal the
aggregate period Landlord may have been delayed in doing so by acts of God,
adjustment of insurance, labor trouble, governmental controls, unavailability of
materials, or any other cause beyond Landlord's reasonable control.

         11. DAMAGE NEAR END OF TERM. Notwithstanding anything to the contrary
contained in this Lease Agreement, Landlord shall not have any obligation
whatsoever to repair, reconstruct, or restore the Leased Premises or the Project
when such damage occurs during the last twelve (12) months of the Lease term or
any extension thereof, and when the cost of repair exceeds twenty percent (20%)
of the value of the Leased Premises or the Project.

         12. EVENTS OF DEFAULT BY TENANT. The following shall constitute events
of default by Tenant: (a) If Tenant shall fail to make any payment due under
this Lease Agreement, and such failure shall continue for ten (10) days after
written notice by Landlord; (b) if a default exists in the performance of any of
the other covenants or conditions which Tenant is required to observe and to
perform, and such default shall continue for thirty (30) days after written
notice by Landlord or such longer period as reasonably required if Tenant
commences and diligently pursues the cure of default within said thirty (30) day
period; (c) if the interest of Tenant under this Lease Agreement is levied upon,
or is under execution or other legal process, or if any petition shall be filed
by or against Tenant to declare Tenant as bankrupt or to delay, reduce, or
modify Tenant's debts or obligations, which petition or case is not dismissed
within sixty days thereafter; (d) if any petition shall be filed or other action
taken to reorganize or modify Tenant's capital structure if Tenant be a
corporation or other entity; (e) if Tenant is declared insolvent, or if any
assignment of Tenant's property is made for the benefit of creditors or if a
receiver or trustee is appointed for Tenant or its property; (f) if Tenant
vacates without payment of rent or abandons the Leased Premises during the term
of this Lease Agreement or any extensions thereof; or (g) if Tenant makes any
transfer of any interest in the Leased Premises not in accordance with the
requirements of this Lease Agreement, then Landlord may treat the occurrence of
any one or more of the foregoing events as a breach of this Lease Agreement and
thereupon, at Landlord's option, Landlord shall have one or more of the
following described remedies in addition to all other rights and remedies
provided at law or in equity:


                                       5
<PAGE>



                  a. .Landlord may terminate this Lease Agreement and forthwith,
in accordance with applicable law, repossess the Leased Premises and remove all
persons or property therefrom, and be entitled to recover as damages a sum of
money equal to the total of (i) the cost of recovering the Leased Premises (ii)
the unpaid rent owed thereon from due date plus interest thereon at the rate of
18% per annum or the maximum rate permitted by applicable law, whichever is
lower, (iii) the difference between the present value of the balance of the rent
for the remainder of the term, discounted to the present at 8% per annum, minus
the aggregate fair market rental value of the Leased Premises for the remainder
of the Lease Term, and (iv) any other sum of money and damages owed by Tenant to
Landlord;

                  b. Landlord shall also be entitled to terminate Tenant's right
of possession in accordance with applicable law and to repossess the Leased
Premises, without demand or notice of any kind to Tenant (except as expressly
required herein or by applicable laws), by summary proceedings, any other
applicable action or proceeding, or otherwise, all without terminating this
Lease Agreement, in which event Landlord may, but shall be under no obligation
to, relet the same for the account of Tenant for such rent and upon such terms
as shall be satisfactory to Landlord. None of these actions will be deemed an
acceptance of surrender of the Leased Premises. For the purpose of such
reletting Landlord is authorized to decorate or to make any repairs, changes,
alterations, or additions in or to the Leased Premises that may be necessary or
convenient, and (i) if Landlord shall fail or refuse to relet the Leased
Premises, or (ii) if the same are relet and a sufficient sum shall not be
realized from such reletting, after paying the unpaid Base Rental due hereunder
earned or unpaid at the time of reletting, plus interest thereon at the rate set
forth herein, the cost of recovering possession, and all of the costs and
expenses of such decoration, repairs that are Tenant's obligations hereunder,
changes, alterations, and additions, and the reasonable expense of such
reletting including tenant improvement costs based on a proration of the ratio
of the remaining Lease Term as it compares to the new tenant lease term, and of
the collection of the rent accruing therefrom to satisfy the payment of the rent
provided for in this Lease Agreement, then Tenant shall pay to Landlord as
damages a sum equal to the amount of the rental reserved in this Lease Agreement
for such period or periods, or if the Leased Premises have been relet, Tenant
shall satisfy and pay any such deficiency upon demand therefor from time to
time; and Tenant agrees that Landlord may file suit to recover any sums falling
due under the terms of this Lease Agreement from time to time on one or more
occasions without Landlord being obligated to wait until expiration of the term
of this Lease Agreement and without barfing or affecting in any manner
Landlord's right to bring a later action or actions for further damages; nor
shall such reletting be construed as an election on the part of Landlord to
terminate this Lease Agreement unless a written notice of such intention be
given to Tenant by Landlord. Notwithstanding any such reletting without
termination, Landlord may at any time thereafter elect to terminate this Lease
Agreement for such previous breach.

                  c. Without prejudice to any other remedy for default, Landlord
may perform any obligation or make any payment required to cure a default by
Tenant. The cost of


                                       6
<PAGE>



performance, including attorneys' fees and all disbursements, shall immediately
be paid by Tenant to Landlord upon demand as Additional Rent.

         13. DEFECTS. Tenant agrees to report in writing to Landlord any
defective condition in or about the Leased Premises known to Tenant, and further
agrees to attempt to contact Landlord by telephone immediately in such instance.

         14.      EMINENT DOMAIN

                  a. In the event the Leased Premises are taken pursuant to
powers of eminent domain, all awards for the taking other than awards for
interruption of Tenant's business shall belong solely to Landlord, and Tenant
shall make no claim therefor.

                  b. In the event of a partial taking, which does not result in
a termination of this Lease Agreement, rent shall be abated in proportion to the
part of the Leased Premises so made unusable by said partial taking, and any
award for the taking shall belong solely to Landlord.

                  c. No temporary taking of the Leased Premises and/or of
Tenant's rights therein or under this Lease Agreement shall terminate this Lease
Agreement or give Tenant any right to any abatement of rent hereunder; and any
award made to Tenant by reason of any such temporary taking shall belong
entirely to Tenant, and Landlord shall not be entitled to share therein. The
Tenant and Landlord will work together to cause the governmental agency
responsible for the taking to restore the Leased Premises and Project, after the
taking, to their original condition prior to the taking.

                  d. If the whole of the Leased Premises, or so much thereof as
to render the balance unusable by Tenant, shall be taken by any governmental
authority under power of Eminent Domain, this Lease Agreement shall
automatically terminate as of the date of such condemnation, or as of the date
possession is taken by the condemning authority, whichever is earlier. No award
for any partial or entire taking shall be apportioned, and Tenant hereby assigns
to Landlord any award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising in or to the same or
any part thereof, provided, however, that nothing contained herein shall be
deemed to give Landlord any interest in or to require Tenant to assign to
Landlord any award made to Tenant for the taking of personal property,
equipment, and fixtures belonging to Tenant and/or for the interruption of or
damage to Tenant's business or for Tenant's unamortized cost of improvements
installed by Tenant and/or the cost of moving and/or the lost value of Tenant's
unexpired Lease Agreement term.

         15. ENTIRE AGREEMENT. This instrument, along with any exhibits and
attachments or other documents affixed hereto or referred to herein, constitute
the entire and exclusive agree-ment between Landlord and Tenant relative to the
Leased Premises herein described, and this


                                       7
<PAGE>



Agreement and said exhibits and attachments and other documents may be altered
and/or revoked only by an instrument in writing signed by both Landlord and
Tenant. Landlord and Tenant hereby agree that all prior written and oral
agreements, understandings and/or practices relative to the leasing of the
Leased Premises are merged in or revoked by this Lease Agreement.

         16. ESTOPPEL CERTIFICATE. Tenant shall at any time and from time to
time, upon not less than ten (10) days prior written notice from Landlord,
execute, acknowledge and deliver to Landlord or to other parties as Landlord may
direct, a statement in writing, (a) certifying that this Lease Agreement is
modified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease Agreement as so modified is in
full force and effect), the date to which the rental and other charges are paid
in advance, and the amount of the Base Rental, Estimated Operating Expense
Adjustment, and the commencement and termination dates of the Lease Agreement,
and (b) acknowledging that there are not, to Tenant's knowledge, any uncured
defaults on the part of Landlord hereunder, or specifying such defaults if any
are claimed. Any such statement may be relied upon by any prospective purchaser
or encumbrancer of all or any portion of the real property of which the Leased
Premises are a part. Tenant's failure to deliver such statement within such time
shall be conclusive upon Tenant that: (i) this Lease Agreement is in full force
and effect, without modification except as may be represented by Landlord, (ii)
there are no uncured defaults in Landlord's performance, and (iii) not more than
one month's Base Rental, or Estimated Operating Expense Adjustment installment,
has been paid in advance. If Landlord desires to finance or refinance the
Project, or any part thereof, Tenant agrees to deliver to any lender designated
by Landlord such financial statements of Tenant as may be reasonably required by
such financial institution. All such financial statements shall be received by
Landlord in confidence and shall be used only for the purpose herein set forth.

         17. FORCE MAJEURE. 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 commotion, fire or
other casualties, 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.
Nothing herein shall excuse or delay Tenant's obligation to pay rent or other
charges under this Lease Agreement, except as otherwise provided in this Lease
Agreement.

         18. NO HAZARDOUS SUBSTANCES ALLOWED. Tenant shall not cause or permit
any "Hazardous Substances," as defined below, except in amounts as permitted by
law, to be brought upon or kept or used in or about the Premises or the Project
by Tenant, its agents, employees, contractors, or invitees. Notwithstanding
anything contained in this Lease, Tenant shall in no event be liable with
respect to (i) any Hazardous Substances brought onto or installed on the Leased
Premises prior to the Beginning Date of this Lease Agreement, or (ii) with
respect to the violation of any Hazardous Substance Laws prior to the Beginning
Date of this Lease, or (iii)


                                       8
<PAGE>



Hazardous Substances used, stored, generated or released by anyone other than
Tenant, its agents, invitees or employees, (iv) any violation of any Hazardous
substance laws by anyone other than Tenant, its agents, invitees or employees.

                  a. Tenant shall at all times and in all respects comply with
all local, state, and federal laws, ordinances, regulations and orders
(collectively, "Hazardous Substances Laws") relating to industrial hygiene,
environmental protection, or the use, analysis, generation, manufacture,
storage, disposal, or transportation of any Hazardous Substances.

                  b. As used in this Agreement, the term "Hazardous
Substances" means any hazardous or toxic substances, materials or wastes,
including, but not limited to, those substances, materials, and wastes listed
in the United States Department of Transportation Hazardous Materials Table
(49 CFR 172.101) or by the Environmental Protection Agency as hazardous
substances (40 CFR Part 302) and amendments thereto, or such substances,
materials and wastes which are or become regulated under any applicable
local, state or federal law including, without limitation, any material,
waste or substance which is (i) petroleum or any fraction thereof, (ii)
asbestos, (iii) polychlorinated biphenyls, (iv) defined as a "hazardous
waste" under relevant state statutes or any rule promulgated thereunder, (v)
designated as a "hazardous substance" pursuant to Section 311 of the Clean
Water Act, 33 U.S.C. Sections 1251, ET Seq. (33 U.S.C. Sections 1321) or
listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Sections
1317), (vi) defined as a "hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, ET Seq. (42
U.S.C. Sections 6903) or (vii) defined as "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. Sections 9601, ET Seq. (42 U.S.C. Sections 9601).

                  c. Tenant shall indemnify, defend (by counsel acceptable to
Landlord), protect, and hold harmless Landlord, and each of Landlord's partners,
directors, officers, employees, agents, attorneys, successors, and assigns, from
and against any and all claims, liabilities, penalties, fines, judgments,
forfeitures, losses (including, without limitation), diminution in the value of
the Premises or the Building, damages for the loss or restriction on use of
rentable or usable space or of any amenity of the Premises or the Building,
costs or expenses (including attorneys' fees, consultant fees, and expert fees)
for the death of or injury to any person or damage to any property whatsoever,
arising from or caused in whole or in part, directly or indirectly, (a) by the
presence in, on, under, or about the Premises, or any discharge or release in or
from the Premises of any Hazardous Substances, or Tenant's use, analysis,
storage, transportation, disposal, release, threatened release, discharge, or
generation of Hazardous Substances to, in, on, under, about, or from the
Premises or the Building, or (b) Tenant's failure to comply with any Hazardous
Substances Law. Tenant's obligations under this Section shall include, without
limitation, and whether foreseeable or unforeseeable, any and all costs incurred
in connection with any investigation of site conditions, and any and all costs
of any required or necessary repair, cleanup, detoxification, or decontamination
of the Premises or the Building, and the preparation and implementation of any
closure, remedial action, or other required plans in


                                       9
<PAGE>



connection therewith. Tenant's obligations under this Section shall survive the
expiration or earlier termination of the term of the Lease. For purposes of the
release and indemnity provisions hereof, any acts or omissions of Tenant, or by
employees, agents, assignees, contractors, or subcontractors of Tenant or others
acting for or on behalf of Tenant (whether or not they are negligent,
intentional, willful, or unlawful), shall be strictly attributable to Tenant.

                  d. Tenant acknowledges and agrees that it shall not be
unreasonable for Landlord to withhold its consent to any proposed assignment,
subletting, or transfer of Tenant's interest in this Lease if (a) the
anticipated use of the Premise by the proposed assignee, subtenant, or
transferee (collectively, a "Transferee") involves the generation, storage, use
treatment, or disposal of Hazardous Substances; (b) the proposed Transferee has
been required by any prior landlord, lender, or governmental authority to make
remedial action in connection with Hazardous Substances contaminating a
property, if the contamination resulted from such Transferee's actions or use of
the property in question; or (c) the proposed Transferee is subject to an
enforcement order issued by any governmental authority in connection with the
use, disposal, or storage of a Hazardous Substance.

                  e. Landlord does hereby represent to Tenant that, to the best
of Landlord's knowledge, no toxic or hazardous substances have been deposited in
or located on the Leased Premises on the commencement date of the lease except
in the amounts as permitted by law.

         19.      HOLD HARMLESS:

                  a. BY TENANT: Tenant hereby agrees to indemnify and hold
Landlord harmless from and against any injury, expense, damage, liability, or
claim imposed on Landlord by any person or entity, whether due to damage to the
Leased Premises or the Project, claims for injuries to the person or property of
any other tenant of the Project or of any other person in or about the Project
for any purpose whatsoever, or due to administrative or criminal action by a
governmental authority, whether such injury, expense, damage, liability, or
claim results either directly or indirectly from the act, omission, negligence,
misconduct, or breach of any provisions of this Lease Agreement by Tenant, the
agents, servants, or employees of Tenant, or any other person entering upon the
Leased Premises under express or implied invitation or consent of Tenant. Tenant
further agrees to reimburse Landlord for any costs or expenses, including, but
not limited to, court costs and reasonable attorney's fees which Landlord may
incur in investigating, handling, or litigating any such claim or any action by
a governmental authority.

                  b. BY LANDLORD: Landlord hereby agrees to indemnify and hold
Tenant harmless from and against any injury, expense, damage, liability, or
claim imposed on Tenant by any person or entity, whether due to damage to the
Leased Premises or the Project, claims for injuries to the person or property of
any other tenant of the Project or of any other person in or about the Project
for any purpose whatsoever, or due to administrative or criminal action by a
governmental authority, whether such injury, expense, damage, liability, or
claim results either


                                       10
<PAGE>



directly or indirectly from the act, omission, gross negligence, misconduct, or
breach of any provisions of this Lease Agreement by Landlord, the agents,
servants, or employees of Landlord, or any other person entering upon the Leased
Premises under express or implied invitation or consent of Landlord. Landlord
further agrees to reimburse Tenant for any costs or expenses, including, but not
limited to, court costs and reasonable attorney's fees, which Tenant may incur
in investigating, handling, or litigating any such claim or any action by a
governmental authority

         20. HOLDING OVER. In the event of holding over by Tenant, after
expiration or termination of this Lease Agreement without the written consent of
Landlord, Tenant shall pay to Landlord one and one-half times the total of Base
Rental which Tenant was obligated to pay for the month immediately preceding the
end of the term of this Lease Agreement, for each month or any part thereof of
any such holdover period, together with any Additional Rent. No holding over by
Tenant after the termination of this Lease Agreement shall operate to extend the
Lease Agreement term. In the event of any unauthorized holding over, Tenant
shall indemnify Landlord against all claims for damages by any other tenant
against Landlord to whom Landlord may have leased all or any part of the Leased
Premises covered hereby effective upon the termination of this Lease Agreement.
Any holding over with the written consent of Landlord shall thereafter
constitute this Lease Agreement a lease from month to month, and Landlord or
Tenant may terminate it upon not less than thirty (30) days prior written
notice.

         21. IMPROVEMENT DELAYS CAUSED BY TENANT. If Tenant shall cause any of
the following delays in the completion of Landlord's Work, then the beginning
date of the Lease Agreement shall be altered: (i) delay caused because Tenant's
requirements for materials or installations are different from Landlord's
"Project Standard Improvements" (the basic improvement package Landlord offers
to tenants of the Project), (ii)delay in the payment of any sum due from Tenant
pertaining to Landlord's Work, (iii) delay in performance or completion by a
party employed by Tenant, (iv) delay by reason of compliance with applicable
laws arising from Tenant's design of Tenant's Improvements, (v) delay by reason
of changes in the work ordered by Tenant or by reason of any Change Order, (vi)
delay by reason of the malfunctioning of any item or aspect of Tenant's
Improvements which was designed by Tenant.

                  a. In the event of any such delay mentioned above then,
notwithstanding the provisions of the Lease Agreement or any other provision of
Exhibit B, the Beginning Date of the Lease Agreement shall be the earlier of (i)
the date Landlord would have completed Landlord's Work had it not been for
Tenant's delay, or (ii) the earliest Beginning Date as provided in this Lease
Agreement. Any and all cost related to either the illegality or malfunctioning
of any item or aspect of Tenant's Improvements, which arises from Tenant's
design, plans, specifications, or working drawings, shall be borne solely by
Tenant, notwithstanding Landlord's approval or installation of the same.

         22. IMPROVEMENTS, ALTERATIONS, AND ADDITIONS. Tenant shall not make or
allow to be made any alterations or physical additions in or to the Leased
Premises which affect the


                                       11
<PAGE>



structure or any other improvements in excess of the amount stated in the
Specific Lease Provisions without first obtaining the written consent of
Landlord. All work shall be done by contractors approved by Landlord. Landlord's
approval or consent shall not be unreasonably withheld or delayed and approval
shall state if the alterations or physical additions shall be removed or
reinstalled by Tenant upon the Expiration Date. Any and all such alterations,
physical additions, or improvements, when made to the Leased Premises by Tenant,
shall at once become the property of Landlord and shall be surrendered to
Landlord upon the termination of this Lease Agreement by lapse of time or
otherwise unless agreed to otherwise in the required Landlord's approval above;
provided, however, this clause shall not apply to movable equipment or furniture
owned by Tenant. Tenant shall comply with all government, local building code
and permitting requirements and provide Landlord with evidence of compliance.
Tenant shall give Landlord written notice five (5) days prior to employing any
laborer or contractor to perform work on the Leased Premises so that Landlord
may post a notice of nonresponsibility if allowed by law. Landlord reserves the
right to require Tenant, at Tenant's expense, to remove such alterations,
physical additions, or improvements upon termination of this Lease Agreement and
to repair any damage caused by such removal. Landlord hereby consents to the
improvements and alterations set forth and/or shown on Exhibit "C" attached
hereto, which shall be performed ( if at all) at Tenant's sole cost and expense
and shall not be required to be removed or reinstalled upon the Expiration Date.

         23. IMPROVEMENTS OBLIGATIONS OF TENANT. Intentionall omitted.

         24. INCONVENIENCE DAMAGE. No damages, compensation, or claim shall be
payable by Landlord for inconvenience, loss of business, or annoyance arising
from any repair or restoration of any portion of the Leased Premises or other
portion of the Project. Landlord shall use commercially reasonable efforts to
effect such repair or restoration promptly and in such manner as to not
unreasonably interfere with Tenant's use and occupancy.

         25. INSURANCE BY LANDLORD. Landlord shall maintain during the term of
this Lease Agreement an all-risk commercial property policy insuring the
project, common areas, and personal property owned by Landlord, in amounts equal
to replacement value. Landlord shall not be obligated to insure any furniture,
equipment, machinery, goods, or supplies owned by Tenant or which Tenant may
bring or obtain upon the Leased Premises, or any additional improvements which
Tenant may construct thereon. If the annual premiums charged Landlord for such
insurance exceed the standard premium rates because of the nature of Tenant's
operations, then Tenant shall, upon receipt of appropriate premium invoices,
reimburse Landlord for such increases in premium. Landlord may, should it choose
to do so, self insure all or part of the above referenced risks. Should Landlord
choose to self insure any insurance risks, the cost demonstrated by a bid from a
reputable insurance company shall be included in the cost of insurance for
expense reimbursement purposes.


                                       12
<PAGE>



         26. INSURANCE BY TENANT. Tenant shall, at all times during the term of
this Lease Agreement, insure Tenant's personal property including any additional
improvements made by Tenant, while in or upon the Leased Premises, with an
all-risk policy. In addition, Tenant shall maintain a policy or policies of
Commercial General Liability Insurance with the premiums thereon fully paid on
or before due date, issued by an insurance company having at least an A.M. Best
rating of A or better and licensed to do business within the state the Project
is located. The limits afforded by said liability policy shall not be less than
One Million Dollars ($1,000,000) combined single occurrence limit for personal
injury and property damage and $2,000,000 annual aggregate. Landlord shall be
added as an additional insured thereto, and said policy shall not be canceled or
substantially modified without first giving Landlord thirty (30) days written
notice thereof. In addition, Tenant shall maintain Workers Compensation
insurance as required by statute. Tenant shall furnish, within thirty (30) days
of Landlord's request and approval, a certificate of insurance, acceptable to
Landlord, evidencing the Commercial General Liability and Workers Compensation
coverages referred to herein and naming Landlord and Property Manager as
additional insured as to the General Liability Insurance.

         27. LAWS, ORDINANCES, REGULATIONS, AND AMERICANS WITH DISABILITIES ACT.
Landlord shall comply, at its sole cost, with all laws, ordinances, orders,
roles and regulations (state, federal, municipal, or promulgated by other
agencies or bodies having any jurisdiction thereof) relating to the use (based
upon the approved use for Tenant hereunder), condition, or occupancy of the
Leased Premises. Tenant shall comply, at its sole cost, with requirements of the
Americans with Disabilities Act which provides for the removal of architectural
barriers that prevent equal access to disabled persons on the interior of the
Leased Premises. To the extent that barrier removal relates to access on the
exterior of the Project, the obligation shall be that of the Landlord.

         28. LEASE MEMORANDUM. Neither this Lease Agreement, nor any notice nor
memorandum regarding the terms hereof, shall be recorded by Tenant without the
prior written consent of the Landlord.

         29. LIMITATION OF LANDLORD'S LIABILITY. The obligations of Landlord
under this Lease Agreement do not constitute personal obligations of Landlord or
of the individual partners, directors, officers, employees, or shareholders of
Landlord or its partners, and Tenant shall look solely to the property that is
the Project described in this Lease Agreement and to no other assets of Landlord
for satisfaction of any liability in respect of this Lease Agreement, and Tenant
will not seek recourse against any other property of Landlord or against the
individual partners, directors, officers, employees, or shareholders of Landlord
or its partners or any of their personal assets for such satisfaction.

         30. NAME OF PROJECT. Tenant shall not use the name of the Project for
any purpose other than as an address of business to be conducted by the Tenant.
Landlord and its agents shall


                                       13
<PAGE>



have the right to change the name, number, or designation of the Project without
liability to Tenant upon fourteen (14) days prior written notice to Tenant.

         31. NO JOINT VENTURE. This Lease Agreement shall not be deemed or
construed to create or establish any relationship of partnership or joint
venture or similar relationship or arrangement between Landlord and Tenant
hereunder.

         32. NOTICES. All notices, demands, consents, and approvals, which may
or are required to be given by either party to the other hereunder, shall be in
writing and shall be deemed to have been fully given when personally delivered
or delivered by a nationally recognized over night courier, or, if the notice is
deposited in the United States mail, certified or registered, return receipt
requested, postage prepaid, and addressed to the party to be notified at the
address for such party specified in this Lease Agreement (with copies to
Property Reserve, Inc., 10 E. South Temple Street, Suite 400, Salt Lake City,
Utah 84133, and Kirton and McConkie, 60 E. South Temple Street, Suite 1800, Salt
Lake City, UT 84145), then the notice shall be deemed fully given on earlier of
(i) the date of delivery, if delivered personally or by courier, or (ii) the
date set forth on the receipt, or (iii) three (3) days after the notice is
deposited in the mail.

         a. Either party may change its address for notice by at least fifteen
(15) days written notice to the other party. Tenant hereby appoints as its agent
to receive the service of all dispossessory or distraint proceedings and notices
thereunder the person in charge of or occupying the Leased Premises at the time,
and, if no person shall be in charge of or occupying the same, then, if allowed
by law, such service may be made by attaching the same on the main entrance of
the Leased Premises.

         33. OCCUPANCY DELAY. In the event that the Leased Premises should not
be ready for occupancy for any reason, this Lease Agreement shall not be void or
voidable, and Landlord shall not be liable or responsible for any claims,
damages, or liabilities in connection therewith or by reason thereof, and the
term of this Lease Agreement shall be for the same term of months as set forth
in the Lease Agreement, but the beginning date shall be effective only from the
time that the Leased Premises are prepared for occupancy in accordance with the
terms and conditions set forth herein. Should the term of this Lease Agreement
begin on a date other than the beginning date, Landlord and Tenant will, at the
request of either, execute a declaration specifying the revised beginning the
term of this Lease Agreement. In such event rental under this Lease Agreement
shall not commence until said revised beginning date, and the stated term in
this Lease Agreement shall thereupon commence and the expiration date shall be
extended so as to give effect to the full stated term. Notwithstanding anything
to the contrary contained herein, Tenant may terminate this Lease if Landlord is
unable to deliver the Premises to Tenant by February 15, 2000. Within five (5)
days after Tenant receives Landlord's notice that the Leased Premises are ready
for occupancy, Tenant shall inspect the Leased Premises, and except for items
specified by Tenant to Landlord within five (5) days of Tenant's inspection,
Tenant shall be deemed to have accepted the Leased Premises in their then
condition, "as is." The existence of

                                       14
<PAGE>



"punch list" (as that term is generally used in the construction industry) items
shall not postpone the beginning date of this Lease Agreement.

         34. PEACEFUL ENJOYMENT. Tenant shall occupy and may peacefully have,
hold, and enjoy the Leased Premises, subject to the other provisions hereof,
provided that Tenant pays the rent herein recited and performs all of Tenant's
covenants and agreements herein contained, including the observance of all
reasonable rules and regulations made by Landlord from time to time pursuant to
this Lease Agreement. It is understood and agreed that this covenant and any and
all other covenants of Landlord contained in this Lease Agreement shall be
binding upon Landlord and its successors only with respect to breaches occurring
during its and their respective ownerships of Landlord's interest hereunder.

         35. PERSONAL PROPERTY TAX. Tenant shall be liable for and shall pay,
not later than ten (10) days before delinquency, all taxes levied against any
personal property or trade fixture placed by Tenant, in or about the Leased
Premises. Landlord may, after written notice to Tenant, pay any such levy or
tax, regardless of the validity of such levy, but only under proper protest if
so requested by Tenant in writing. Additionally, if the assessed value of
Landlord's property is increased by the inclusion of the value placed upon any
of the personal property or trade fixture of Tenant, Landlord may, after written
notice to Tenant, pay those taxes which are based upon such increased
assessment; regardless of the validity thereof, but only with proper protest if
so requested by Tenant in writing. In such an event Tenant shall, upon demand,
repay to Landlord taxes so levied and paid by Landlord, or that portion of such
taxes resulting from such increase in the assessment. Tenant shall have the
right, in the name of the Landlord and with Landlord's full cooperation, at no
cost to Landlord, to bring suit in any court of competent jurisdiction to
recover the amount of any such taxes so paid under protest. Any amounts so
recovered shall belong to Tenant.

         36. PROHIBITED ACTIVITIES. Tenant shall not do or permit anything to be
done in or about the Leased Premises nor bring or keep anything therein which
will in any way increase the existing rate of or affect any fire or other
insurance upon the Project or any of its contents, or cause cancellation of any
insurance policy coveting said Project or any part thereof or any of its
contents. Tenant shall not do or permit anything to be done in or about the
Leased Premises which will in any way obstruct or interfere with the rights of
other tenants or occupants of the Project or injure or annoy them, or use or
allow the Leased Premises to be used for any improper, immoral, unlawful, or
objectionable purpose, nor shall Tenant cause, maintain, or permit any nuisance
in, on, or about the Leased Premises. Tenant shall not violate any of the rules
and regulations of the Project.

                  a. Tenant shall not do or permit to be done on or about the
Leased Premises, and the Landlord shall not do or permit to be done outside the
Leased Premises any of the following: (a) any violation of any federal, state or
local law, ordinance, or any regulation, ordinance, order or directive of a
governmental agency as such statutes, ordinances, regulations,

                                       15
<PAGE>



orders, or directives now exist or may hereafter come into effect and concern
the use, safety, or environment of the Property; (b) any violation of any
Certificate of Occupancy covering or affecting the use of the Property or any
part thereof; (c) commit any public or private nuisance.

         37. RELOCATION. If the size of the Leased Premises is less than Ten
Thousand (10,000) rentable square feet, Landlord reserves the right to relocate
Tenant during the Term of this Lease Agreement or any renewal thereof, to
similar or higher quality space within the Project. If Landlord exercises this
right to relocate Tenant, then any and all costs incident to said relocation
shall be the responsibility of Landlord, said costs to be determined prior to
relocation of Tenant.

         38. REPAIRS AND INSPECTION ENTRY. Tenant shall permit Landlord or its
agents or representatives to enter into and upon any part of the Leased Premises
at all reasonable hours to inspect same, clean, make repairs, alterations, or
additions thereto or for any reasonable purpose as Landlord may deem necessary
or desirable, and Tenant shall not be entitled to any abatement or reduction
sums due under this Lease Agreement by reason thereof.

         39. RESERVATIONS BY LANDLORD. Landlord reserves the right to do any or
all of the following, to the extent that Tenant's use of the Leased Premises and
the rights under this Lease Agreement are not adversely affected thereby in the
reasonable judgement of the Landlord:

                  a. Make changes, additions improvements, or deletions to, or
to reduce, partition, or otherwise eliminate the Common Areas, including,
without limitation, changes in the location, size shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress,
egress, direction of traffic, landscaped areas, and hallways.

                  b. Close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Leased Premises remains available.

                  c. Designate other land to be part of the Common Area where
the additional Common Area is available for the use and benefit of tenants of
the Project.

                  d. Expand the Project.

         40. RULES AND REGULATIONS. Landlord shall have the right to make and
enforce rules and regulations (the "Rules and Regulations") consistent with this
Lease Agreement for the purposes of regulating access, parking, use of the
common areas in the Leased Premises, and promoting safety, order, cleanliness,
and good service to the Project. Tenant will promptly comply with all such Rules
and Regulations. The parties acknowledge that the Rules and Regulations attached
hereto as Exhibit "D" are presently the Rules and Regulations now in effect;
however, Landlord, may at its option and at any time, reasonably amend and
modify said Rules and Regulations, and Tenant, upon receipt of written notice of
same, shall be obligated to comply with said Rules and Regulations. Landlord
shall uniformly apply and enforce all Rules and regulations against all tenants
of the Project.

                                       16
<PAGE>



         41. SALES TAX. In addition to the rental payments hereunder, all state,
county, and municipal transaction privilege (sales) taxes or similar excise
taxes imposed by any state, county, municipality, or other governmental entity
relative to the rental activity under this Lease Agreement, if required, shall
be reimbursed to the Landlord by the Tenant as Additional Rent.

         42. SECURITY DEPOSIT. The Security Deposit shall be held by Landlord,
without payment of interest to Tenant, as security for Tenant's full and
faithful performance of every provision of this Lease Agreement. Landlord may
comingle the deposit with other funds of Landlord and may apply the deposit to
the cost of performing any obligation which Tenant fails to perform within the
time required by this Lease Agreement, but such application shall not be
Landlord's exclusive remedy for Tenant's default. If any portion of said deposit
is applied by Landlord, Tenant shall pay the sum necessary to replenish the
deposit to its original amount upon demand by Landlord. Should Landlord sell its
interest in the Project during the Term hereof, and if Landlord deposits with
the purchaser thereof the then unappropriated funds deposited by Tenant as
aforesaid, Landlord shall thereupon be discharged from any further liability
with respect to the Security Deposit. Notwithstanding the foregoing, Landlord
shall comply with any laws or regulations in effect and related to the handling
of Security Deposits in commercial rental agreements. The Security Deposit shall
increase pro rata for any expansion space added to the Leased Premises.

         43. SEVERABILITY. If any term or provision of this Lease Agreement, or
the application thereof to any person or circumstances, shall to any extent be
invalid or unenforceable, the remainder of this Lease Agreement, or the
application of such provision to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
provision of this Lease Agreement shall be valid and shall be enforceable to the
extent permitted by law.

         44. SERVICES INTERRUPTION. It is understood that Landlord does not
warrant that any of the services referred to above, or any other services which
Landlord may supply, will be free from interruption. Tenant acknowledges that
any one or more such services may be suspended or reduced by reason of accident
or repairs, alterations, or improvements necessary to be made, by strikes or
accident or by any cause beyond the reasonable control of Landlord, or by orders
or regulations of any federal, state, county, or municipal authority.

                  a. Any such interruption or suspension of services shall never
be deemed an eviction of or disturbance to Tenant's use and possession of the
Leased Premises or any part thereof, or render Landlord liable to Tenant for
damages by abatement of rent, or otherwise relieve Tenant of performance of
Tenant's obligation under this Lease Agreement. Landlord will use commercially
reasonable efforts to restore service to full operations, and in the event of a
strike to secure parties not involved in the labor dispute to provide minimum
services.


                                       17
<PAGE>



         45. SUBORDINATION TO MORTGAGES. This Lease Agreement shall
automatically be subject and subordinate to the lien of any mortgage or deed of
trust given by Landlord which does now or may hereafter encumber the Project of
which the Leased Premises form a part, and to all renewals, modifications,
consolidations, replacements, and extensions thereof. Landlord shall also have
the right to assign its interest in this Lease Agreement for security purposes
to any mortgagee or trust deed beneficiary. Tenant agrees that it will execute,
within five (5) days of Landlord's request, any appropriate instrument or
certificate that Landlord or any mortgagee or trust deed beneficiary may require
to further document this subordination, provided that such mortgagee or trust
deed beneficiary shall agree to (a) honor this Lease Agreement and all of
Tenant's rights hereunder and (b) not to disturb Tenant's right to possess the
Leased Premises so long as Tenant complies with all of the terms and conditions
of this Lease Agreement. Tenant further agrees that it will provide any such
mortgagee or trust deed beneficiary with any evidence required to show the
authority of Tenant to execute any such subordination instrument or certificate
and will, if so requested by any such mortgagee or trust deed beneficiary,
provide to that person or entity a copy of any notice Tenant gives or is
required to give Landlord under this Lease Agreement. In the event of the
enforcement by the mortgagee or the beneficiary under such mortgage or deed of
trust of the remedies provided for by law or by such mortgage or deed of trust,
or in the event Landlord gives a deed-in-lieu-of-foreclosure to such mortgagee
or trust deed beneficiary, Tenant will, upon request of any person or party
succeeding to the interest of Landlord as a result of such enforcement or
termination; automatically become the Tenant of such successor in interest
without change in the terms or other provisions of this Lease Agreement,
provided, however, that such successor in interest shall not be bound by (i) any
payment of rent or additional rent for more than one month in advance, (ii) any
amendment or modification of this Lease Agreement made without the written
consent of such mortgagee or such beneficiary or their successor in interest, or
(iii) any defaults of Landlord under this Lease Agreement which remain uncured
at the time such successor in interest obtains title to the Project. Tenant
shall execute and deliver any instrument or instruments confirming the
attornment herein provided for.

                                                     a.       In the event of
any act or omission by Landlord by reason of which Tenant may claim the right
to terminate this Lease Agreement or claim a defense or offset against the
Base Rental due hereunder, Tenant agrees not to exercise any such right
until: (i) Tenant has notified the mortgagee or trust deed beneficiary in
writing of such act or omission by Landlord, and (ii) Tenant has given the
mortgagee or trust deed beneficiary (a) thirty (30) days after written notice
of the same from Tenant, or such longer period as is reasonably necessary to
cure the act or ommission, provided that the cure is commenced within said
thirty (30) day period and provided that mortgagee or trust deed beneficiary
continues to diligently prosecute such cureor (b) the time as shall be
reasonably required for Landlord or a receiver appointed at the request of
Landlord to obtain possession of the Property.


                                       18
<PAGE>



         46. SUCCESSORS AND ASSIGNS. This Lease Agreement shall be binding upon
and inure to the benefit of Landlord, its successors and assigns, and shall be
binding upon and inure to the benefit of Tenant, its successors, and, to the
extent assignment may be approved by Landlord hereunder, Tenant's permitted
assigns.

         47. TENANT TO KEEP THE LEASED PREMISES LIEN FREE. Tenant shall keep the
Leased Premises and Project free from any mechanic's liens arising from any work
performed, material furnished, or obligations incurred by Tenant, and shall
obtain from its contractor lein releases if required by Landlord. Tenant shall
keep Landlord informed of the status of any contest and shall defend, indemnify,
and hold harmless Landlord from and against any such lien or claim or action
thereon, together with costs of suit and reasonable attorneys' fees incurred by
Landlord in connection with any such claim or action.

         48. TENANT'S PROPERTY. Landlord shall not be required to carry
insurance of any kind on Tenant's personal property, and shall not be obligated
to repair any damage thereto or replace the same for any reason.

         49. TENANTS REQUESTS. Tenant shall pay all the out of pocket legal
expenses incurred by Landlord as a result of requests from Tenant to exercise
its rights granted under this Lease Agreement, except for litigation in which
the Tenant is the prevailing party.

         50. TENANT'S RIGHT TO AUDIT. Tenant may audit Landlord common area
operating costs in order to verify the accuracy of operating expense charges,
provided that:

                  a. Tenant specifically designates the calender year(s) that
Tenant intends to audit, which must be within the Term of this Lease Agreement.

                  b. Such audit will be conducted only by a licensed firm,
unaffiliated with Tenant, with prior Landlord approval, and during regular
business hours at the office where Landlord maintains Operating Expense records,
and only after Tenant gives Landlord fourteen (14) days' notice.

                  c. Tenant shall pay for all costs associated with audit UNLESS
THE AUDIT DISCLOSES THAT LANDLORD OVERSTATED BY AT LEAST 3% THE AMOUNT OF
ADDITIONAL RENT WHICH WAS DUE FOR THE AUDITED YEAR OR YEARS, IN WHICH CASE
LANDLORD WILL PAY FOR ALL COSTS ASSOCIATED WITH THE AUDIT UP TO $1,000.00..

                  d. If audit yields a result that Tenant has underpaid the
Tenant will reimburse Landlord upon receipt of invoice.

                                       19
<PAGE>



                  e. Tenant shall deliver to Landlord a copy of the results
of such audit within fifteen (15) days of its receipt by Tenant. No audit
shall be conducted at any time that Tenant is in default of any of the terms
of the Lease Agreement. No subtenant shall have any right to conduct an audit
and no assignee shall conduct an audit for any period during which such
assignee was not in possession of the Leased Premises. Any refund due Tenant
as a result of such audit shall be paid by Landlord upon receipt of audit and
invoice from Tenant.

         51. TIME OF THE ESSENCE. Time shall be of the essence of this
Agreement.

         52. TOTAL DESTRUCTION. A total destruction of the Project shall
automatically terminate this Lease Agreement.

         53. WAIVER. Failure of either Landlord or Tenant to declare any default
immediately upon occurrence thereof, or delay in taking any action in connection
therewith, shall not waive such default, but said party shall have the right to
declare any such default at any time thereafter. Landlord's acceptance of rent
will not be deemed a waiver of any Tenant breach or default existing at the time
of payment, except a default in the payment of money, and then only to the
extent of the mount received by Landlord. Tenant's payment of Rent will not be
deemed a waiver of any Landlord breach or default existing at the time of
payment.

         54. WAIVER OF JURY TRIAL. To the full extent allowed by law, the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or cross-action whatsoever arising out of or in any way
connected with this lease, the relationship of Landlord and Tenant, Tenant's use
or occupancy of the Premises, or any claim for injury or damage, or the
enforcement of any remedy under any statute or otherwise.

         55. WAIVER OF TIME LIMITATIONS. In the event Tenant shall have any
claim or cause of action against Landlord arising out of or otherwise related to
this lease, Tenant must file such action with a court of competent jurisdiction
within the time period required by Minnesota law; otherwise, such claim or cause
of action shall be deemed waived and permanently barred by the passage of time
and be void.

         56. WAIVER OF SUBROGATION. Landlord and Tenant do each hereby release
the other from any and all liability or responsibility (to the other or to
anyone claiming through or under the other by way of subrogation or otherwise)
for any loss or damage to property caused by perils insured against by the
policies to be carried pursuant to this Lease, or if Landlord elects to self
insure, perils that would have been covered by the insurance required under
paragraph 25 even if the cause of such peril or damage shall have been the
negligence of the other party or of anyone for whom such party may be
responsible. Such waiver of subrogation shall be effective with respect to such
loss or damage, and each policy hereunder shall contain a clause or endorsement
to the effect that any such release shall not adversely affect or impair said
policies or prejudice the right of the releasing party to recover thereunder.
Landlord and Tenant each agree that their


                                       20
<PAGE>



policies shall include such a clause or endorsement. The failure to obtain a
clause or endorsement providing such waiver of subrogation shall in no manner
limit or restrict the validity and enforceability of the waivers of subrogation
herein contained.

                                       21
<PAGE>




                             TECHNOLOGY PARK I & II

                                    EXHIBIT B

                              [FLOOR PLANS OMITTED]


<PAGE>



                                    EXHIBIT B


<PAGE>




                                    EXHIBIT C


Digital River, Inc.                                     Phone: 612.253.1234
9625 W. 76th St.                                        Fax: 612.253.8497
Eden Prairie, MN 55344


                                    FACSIMILE

January 10, 2000

TO:      Bob Cote
         CB Richard Ellis

FAX:     612-924-4858

FR:      Dave Barber

         P - 612-253-8875
         F - 612-253-8497

         Dbarber@digitalriver.com

RE:      Construction

Here are the 5 main areas we are planning construction. See page 2:

1. Remove office
2. Remove wall between the two offices
3. Remove office and conference room.
4. A. Remove office
   B. Remove office. Medtronics needs this room until January 17th.
5. We do not plan on removing this at this time, but may want to in the future.



                                        Page 1 of 2

<PAGE>




                                    EXHIBIT C

                              [FLOORPLANS OMITTED]


<PAGE>





                                   EXHIBIT "D"

                              RULES AND REGULATIONS

         1. The doors, sidewalks, passages, exits, and entrances shall be used
for ingress and egress and shall not be obstructed. Tenant shall use reasonable
efforts to keep such areas clean and free from rubbish.

         2. Loitering anywhere in the Project shall not be permitted. Landlord
reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is under the influence of liquor or drugs or who shall in
any manner do any act in violation of the Rules and Regulations of the Project.

         3. Alterations in any way to the interior or exterior of the Leased
Premises including attaching pictures, certificates, licenses, and similar items
may be done only in a reasonable manner, subject to review by Landlord.

         4. Tenant shall not alter, paint, cover, obstruct, screen, tint,
install curtains, draperies, blinds, or shades, or obscure any window, shall not
affix any signs, advertisements, or notices on or to any window, and shall not
have any window treatment other than building standard as established by
Landlord, without the written consent of Landlord.

         5. All Tenant identification in the public areas of the Project must be
installed and approved by Landlord based on the standard sign age as established
by Landlord.

         6. The location of electrical, telephone, computer or other wiring
and of related outlets must be pre-approved prior to installation in writing by
Landlord. Such items shall be installed by qualified personnel in accordance
with building codes applicable to the Project and the Leased Premises.

         7. No items of unusual size or weight shall be used or placed in the
Project without Landlord's written permission. In no event shall any floor be
overloaded as determined by a competent engineer.

         8. The moving of any of Tenant's business or personal furniture,
equipment, inventory, or other items in or out of the Project or Leased Premises
will be at a time and in a manner designated by Landlord.

         9. No Tenant shall use or keep any foul or noxious gas or substance
which may in any manner be offensive or objectionable to Landlord or other
occupants of the Project. No noises, vibrations, odors, or activities bothersome
to other Tenants will be allowed in the Leased Premises or on the grounds of the
Project.

         10. No animals, fish, birds, etc., are allowed within the Project
without Landlord's written permission.

         11. The Tenant is prohibited from storing goods, wares, or merchandise
in the Project or Leased Premises in areas not acceptable to Landlord for
storage. No auction, public or private, will be permitted in the Leased
Premises.

         12. All Tenant requests for service or maintenance to the Landlord will
be made by notifying the Landlord or its agents at a designated location.
Landlord's agents or contractors shall not perform any work or do anything
outside of their regular or contracted duties unless under special written
instructions from the Landlord.

         13. All keys shall be obtained from Landlord, and all keys shall be
returned to Landlord upon termination or expiration of Tenant's Lease. No
duplicate keys shall be made without Landlord's approval. Tenant is responsible
to control the keys to the Leased Premises, and Tenant shall pay for lost keys.
Tenant shall not change the locks or install other locks on the doors without
Landlord's written approval. If Landlord gives Tenant written approval to change
locks, then Tenant will provide Landlord with keys.

                                       1
<PAGE>



         14. Tenant is responsible to lock and secure all doors to the Leased
Premises after regular business hours or after entering or leaving on
nonbusiness days. Landlord is not responsible to respond to after-hours tenant
lock-outs

         15. The following acts shall not be allowed or suffered to be done nor
conditions allowed to exist upon the Leased Premises or any part thereof:

         a.   Any violation of any federal, state, or municipal statute or
              ordinance, or any regulation, order, or directive of a
              governmental agency, as such statutes, ordinances, regulations,
              orders, or directives now exist or may hereafter provide
              concerning the use and safety of the Leased Premises.

         b.   Any violation of any certificate of occupancy covering or
              affecting the use of the Leased Premises or any part hereof.

         c.   Any public or private nuisance.

         d.   The display or distribution of drug paraphernalia or sexually
              related paraphernalia, except as the same may be legally dispensed
              by a physician or surgeon, dentist, or pharmacist, duly licensed
              to practice such profession in the State.

         e.   The manufacture, distribution, sales, or dispensing in any manner
              of illegal drugs, or any type of illegal drug activity or
              consumption.

         f.   The sale or dispensing of alcoholic beverages.

         g.   The showing, displaying, viewing, renting, or selling of movie
              films within the Leased Premises which would be classified or
              rated as "X or R-rated" under present standards or criteria for
              such classification and rating.

         h.   Gambling.

         i.   The establishment or maintenance of a bawdy house, bar, nightclub,
              or tavern.

         j.   Any other act or condition which shall be lewd, obscene, or
              licentious.

         k.   Performance of abortions.

         l.   Mark, or drive nails, screw or drill into, the partitions,
              woodwork or plaster or otherwise deface its premisses or any part
              thereof.

         m.   Smoking shall not be permitted in or around any offices, interior
              common corridors, restrooms, lobby areas, elevators, stairwells,
              or building entrances.

         16. Landlord shall have the right to regulate parking throughout the
Project in a manner beneficial to the entire Project. Landlord shall have the
right to re-stripe parking stalls, lanes, and other areas as Landlord deems
reasonably necessary to control parking and access. Landlord may refuse to
permit any person who violates the rules to park in the parking lot, and any
violation of the rules shall subject the car to removal. No extended period
parking for campers, trailers, motor homes, emergency equipment, or other
nonstandard sized vehicles is permitted.

         17. Tenant shall not use the Project, Leased Premises, or parking
facilities for housing or sleeping without the written consent of the Landlord.


                                       2
<PAGE>



         18. Landlord shall in no case be liable for damages for any error with
regard to the admission to or exclusion from the Leased Premises of any person.
In the case of invasion, mob riot, public excitement, or other circumstances
rendering such action advisable in Landlord's opinion, Landlord reserves the
right to prevent access to the Leased Premises during the continuance of the
same by such action as Landlord may deem appropriate, including closing doors
and restricting access to public areas of the Project.

         19. Each Tenant shall see that appliances and utilities are shut off as
appropriate before Tenant or Tenant's employees leave the Leased Premises.
Tenant is required to prevent controllable waste or damage in all aspects of the
Leased Premises from any default or carelessness. All Tenants shall keep the
doors to the Project's corridors closed at all times, except for ingress and
egress, unless door is equipped with an approved magnetic door holder.

         20. No Tenant shall install any radio or television antenna, or
satellite dish, loudspeaker, or other device on the roof or exterior walls of
the Project without Landlord's written permission.

         21. Each Tenant shall store all its refuse or waste within its Leased
Premises and dispose of such refuse or waste only in accordance with Project
rules and all applicable local, state, and federal regulations and laws.

         22. Tenant is not allowed to disturb, solicit, or canvass any occupant
of the Project and shall cooperate to prevent same. Canvassing, soliciting,
distributing handbills or any other written material, or peddling in the Project
is prohibited.

         23. Tenant agrees to enforce and, as necessary, to acquaint all persons
doing business with Tenant with the Project's Rules and Regulations.

         24. The failure of Landlord to enforce any of the Rules and Regulations
against any other Tenant in the Project shall not be deemed a waiver of any of
such Rules and Regulations. Landlord shall not be liable to Tenant for violation
of any of the Rules and Regulations or the breach of any covenant or condition
in any lease by any other Tenant in the Project.

         25. Landlord shall control and operate the public portions of the
Project, and the public facilities, and heating and air conditioning, as well as
facilities furnished for the common use of Tenant. Such control and operation
shall be accomplished in a manner consistent with the best interests Of the
tenants in general. Tenant shall not obstruct, alter or in any way impair the
effective operation of the heating and air conditioning, electrical, fire,
safety, or lighting systems, and Tenant shall not tamper with or change any of
the thermostats or temperature control valves in the Project except those that
are in Tenant's space and are provided for Tenant's use.

         26. Tenant shall not use or keep in the Leased Premises or in the
Project any kerosene, gasoline, or other inflammable or combustible fluid or
material, nor use any method or heating or air conditioning not acceptable to
Landlord.

         27. All damage done to the Leased Premises or the Project by the
installation or removal of any property of Tenant, or done by Tenant's property
while in the Leased Premises, shall be repaired at the expense of Tenant.

         28. Plumbing fixtures and appliances shall be used only for their
intended purposes, and Tenant shall not deposit any sweepings, rubbish, rags, or
other unsuitable substances therein. Damage resulting from misuse shall be paid
for by Tenant.


<PAGE>



         29. Landlord shall not be responsible for any loss or theft or damage
to personal property in the Leased Premises or the Project from any cause
whatsoever, whether or not such loss, theft, or damage occurs when the Leased
Premises or other portions of the Project are locked against entry.

         30. Tenant shall comply with all safety, fire protection and evacuation
procedures and regulations established by Landlord or any governmental agency.

         31. In the event of any conflict between these Rules and Regulations
and any lease with Tenant, the provisions of the lease shall be controlling.


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                                    EXHIBIT E

                       COMMON AREA MAINTENANCE EXCLUSIONS

Common Area Maintenance shall not include costs of any of the following:

1.       costs associated with the operation of the business of the entity which
         constitutes Landlord, which costs are not directly related to
         maintaining or operating the PROJECT (by way of example, the formation
         of the entity, internal accounting and legal matters, including but not
         limited to preparation of tax returns and financial statements and
         gathering of data therefor, costs of defending any lawsuits unrelated
         to maintaining or operating the PROJECT, costs of selling, syndicating,
         financing, mortgaging or hypothecating any of Landlord's interest in
         the PROJECT, and costs of any disputes between Landlord and its
         employees;

2.       any expense representing an amount paid for products or services (other
         than overall property management) to a person or entity relating to or
         affiliated with Landlord which is in excess of the fair market value of
         such services and products;

3.       fees incurred in disputes with tenants;

4.       costs of remediation of Hazardous Materials which are (i) in or on the
         PROJECT as of the date of this Lease and which are classified as
         Hazardous materials as of the date of this Lease under laws in
         effect as of the date of this Lease, or (ii) which are subsequently
         brought onto the PROJECT by Landlord or with the express consent of
         Landlord and which are on the date of their introduction on to the
         PROJECT classified as Hazardous Materials under laws in effect as of
         the date of such introduction, excluding in the case of both
         (i) and (ii) above, lawful use and disposition of reasonable quantities
         of supplies used in the ordinary course of operation and maintenance
         of like projects;

5.       any management fee in excess of the lesser of (i) that expressly
         permitted herein or (ii) management fees generally available or
         negotiable in the Minneapolis-St. Paul metropolitan area for
         properties comparable to the Project;

6.       franchise, transfer, inheritance or capital stock taxes or taxes
         imposed upon or measured by the income or profits of Landlord;

7.       any accrued and unfunded pension or other benefits for any personnel;

8.       the cost incurred by Landlord in performing work or furnishing any
         service to or for a tenant of space in the PROJECT (including Tenant)
         at such tenant's cost and expense, regardless of the amount billed or
         received by Landlord for performing such work or furnishing such
         services;

9.       advertising, marketing or promotional expenditures;

10.      accounting fees, other than those incurred in connection with the
         operation of the Property and the preparation of statements required
         pursuant to the provisions of this Lease and similar provisions of
         other leases of space in the PROJECT;


                                       10
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11.      costs and expenses (including court costs, attorneys' fees and
         disbursements) related to or arising under or in connection with
         disputes with tenants, any lessor under a lease or any holder of a
         mortgage or disputes which result in punitive damages being assessed
         against Landlord, or disputes relating to claims of personal injury or
         property damage;

12.      costs incurred to correct any misrepresentation by Landlord expressly
         made herein;

13.      late fees, penalties, interest charges or similar costs incurred
         by Landlord;

14.      unrecovered expenses resulting directly from the negligence or willful
         misconduct of Landlord, its agents, servants or employees;

15.      costs incurred due to violation by Landlord or any tenant of the
         PROJECT of the terms of any lease or any laws, rules, regulations or
         ordinances applicable to the PROJECT;

16.      any rent, additional rent, imposition or other charge payable under any
         real estate lease (including any ground or "sandwich" lease) or
         sublease to or assumed by Landlord;

17.      the cost of the acquisition or leasing of any artwork;

18.      any compensation paid to clerks, attendants or other persons in
         commercial concession sales operated by Landlord or any affiliate of
         Landlord;

19.      costs of complying with Americans with Disabilities Act for other
         tenant interior spaces.


                                       11
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                                    EXHIBIT F

                              [FLOORPLANS OMITTED]