<PAGE>




3434 47th STREET                   COLORADO
SUITE 220                           GROUP                        [LOGO]
BOULDER, CO 80301
(303) 449-2131
FAX (303) 449-8250

-----------------------------------------------------------------------------

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT
LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.


                                 COMMERCIAL
                     CONTRACT TO BUY AND SELL REAL ESTATE
                         [FINANCING SECTIONS OMITTED]


                                                                May 06, 1999

         1.  PARTIES AND PROPERTY.

            Snow Goose Investments, LLC and/or assigns (Buyer may assign this
            contact with Snow Goose Investments and/or John R. Cohagen as a
            principal)

buyer(s) [Buyer], (as tenants in common) agrees to buy, and the undersigned
seller(s) [Seller], agrees to sell, on the terms and conditions set forth in
this contract, the following described real estate in the County of Boulder,
Colorado, to wit:

Parcel A:
Lots 1 and 3, Block 1, Longmont Industrial Park Unit no. 2 Replat C

Parcel B:
Lot 2, Longmont Industrial Park Replat of Lot 4 Unit No. 2 Replat D.

Parcel C:
Lot 2, Block 1, Longmont Industrial Park Unit No. 2 Replat C, County of
Boulder, State of Colorado.

(as outlined on A.L.T.A. Survey Plat prepared for Staodyne, Inc. by RMC,
Peter A. Bryant, Registered Surveyor No. 20673)

known as No. 1201, 1215, and 1225 Ken Pratt Blvd.  Longmont Colorado   n/a
             ------------------------------------  -------- -------- ------
                       Street Address                City    State    Zip

together with all interest of Seller in vacated streets and alleys adjacent
thereto, all easements and other appurtenances thereto, all improvements
thereon and all attached fixtures thereon, except as herein excluded
(collectively the Property).

         2.   INCLUSIONS/EXCLUSIONS. The purchase price includes the
following items (a) if attached to the Property on the date of this contract:
lighting, heating, plumbing, ventilating, and air conditioning fixtures,
TV antennas, water softeners, smoke/fire/burglar alarms, security devices,
inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor
coverings, intercom systems, built-in kitchen appliances, sprinkler systems and
controls; (b) if on the Property whether attached or not on the date of this
contract: storm windows, storm doors, window and porch shades, awnings,
blinds, screens, curtain rods, drapery rods, all keys and (c)
n/a
-----------------------------------------

The above-described included items (Inclusions) are to be conveyed to Buyer
by Seller by bill of sale at the closing, free and clear of all taxes, liens
and encumbrances, except as provided in Section 12. The following attached
fixtures are excluded from this sale:

Property is being sold "As Is Where Is" with no expressed or implied
warranties nor representations from or by Seller. Buyer is buying the
property at Buyers risk.

         3.   PURCHASE PRICE AND TERMS. The purchase price shall be
$3,000,000.00, payable in U.S. dollars by Buyer as follows: (Complete the
applicable terms below.)

         (a)  EARNEST MONEY

$450,000.00 in the form of checks see #21, as earnest money deposit and part
payment of the purchase price, payable to and held by Land Title Guarantee
Co., 2425 Canyon Blvd. #110, Boulder CO., 80302.

         The balance of $2,550,000.00 (purchase price less earnest money)
shall be paid as follows:

         (b)  CASH AT CLOSING

$2,550,000.00, plus closing costs, to be paid by Buyer at closing in funds
which comply with all applicable Colorado laws, which include cash,
electronic transfer funds, certified check, savings and loan teller's check,
and cashier's check (Good Funds). Subject to the provisions
-----------------------------------------------------------------------------

THE PRINTED PORTIONS OF THIS FORM HAVE BEEN APPROVED BY THE COLORADO REAL
ESTATE COMMISSION. (CBS2-7-96)
CBS2-7-96. COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE [FINANCING SECTIONS
OMITTED]
RealFAST-Registered Trademark- Forms, Box 4700, Frisco, CO 80443, Version 5.52
-C-RealFAST-Registered Trademark-. 1999; Reg#LCOCOL223550
Completed by -Gary A. Aboussie, Broker Associate, The Colorado Group, Inc.

Buyer(s) [Illegible]            05/06/99  14:49:51                PAGE 1 of 6
        ------------                                      Seller(s) [Illegible]
                                                                    -----------

<PAGE>


-----------------------------------------------------------------------------

of Section 4, if the existing loan balance at the time of closing shall be
different from the loan balance in Section 3, the adjustment shall be made in
Good Funds at closing or paid as follows:
n/a
--------------------

         (c)  NEW LOAN [OMITTED - INAPPLICABLE]

         (d)  ASSUMPTION. [OMITTED - INAPPLICABLE]

         (e)  SELLER OR PRIVATE THIRD-PARTY FINANCING. [OMITTED - INAPPLICABLE]

         4.   FINANCING CONDITIONS AND OBLIGATIONS. [OMITTED - INAPPLICABLE]

         5.   APPRAISAL PROVISION. (Check one box only.) This Section 5
/ / shall     /X/ shall not apply.
If this Section 5 applies, as indicated above, Buyer shall have the sole
option and election to terminate this contract if the purchase price exceeds
the Property's valuation determined by an appraiser engaged by Snow Goose
Investments, LLC. The contract shall terminate by the Buyer causing the
Seller to receive written notice of termination and a copy of such appraisal
or written notice from lender which confirms the Property's valuation is less
than the purchase price, on or before accept of inspection period (Appraisal
deadline). If seller does not receive such written notice of termination on
or before the appraisal deadline, Buyer waives any right to terminate under
this section.

         6.   COST OF APPRAISAL. Cost of any appraisal to be obtained after
the date of this contract shall be timely paid by Snow Goose Investments, LLC.

         7.   NOT ASSIGNABLE. This contract shall not be assignable by Buyer
without Seller's prior written consent. Except as so restricted, this
contract shall inure to the benefit of and be binding upon the heirs,
personal representatives, successors and assigns of the parties.

         8.   EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's
expense, either a current commitment for owner's title insurance policy in an
amount equal to the purchase price or at Seller's choice, an abstract of
title certified to a current date, on or before May 13, 1999 (Title
Deadline). If a title insurance commitment is furnished, Buyer may require of
Seller that copies of instruments (or abstracts of instruments) listed in the
schedule of exceptions (Exceptions) in the title insurance commitment also be
furnished to Buyer at Seller's expense. This requirement shall pertain only
to instruments shown of record in the office of the clerk and recorder of the
designated county or counties. The title insurance commitment, together with
any copies or abstracts of instruments furnished pursuant to this Section 8,
constitute the title documents (Title Documents). Buyer, or Buyer's
designee, must request Seller, in writing, to furnish copies or abstracts of
instruments listed in the schedule of exceptions no later than 7 calendar
days after Title Deadline. If Seller furnishes a title insurance commitment,
Seller will pay the premium at closing and have the title insurance policy
delivered to Buyer as soon as practicable after closing.

         9.   TITLE.

         (a)  TITLE REVIEW. Buyer shall have the right to inspect the Title
Documents or abstract. Written notice by Buyer of unmerchantability of title
or of any other unsatisfactory title condition shown by the Title Documents
or abstract shall be signed by or on behalf of Buyer and given to Seller on
or before 10 calendar days after Title Deadline, or within five (5) calendar
days after receipt by Buyer of any Title Document(s) or endorsement(s) adding
new Exception(s) to the title commitment together with a copy of the Title
Document adding new Exception(s) to title. If Seller does not receive Buyer's
notice by the date(s) specified above, Buyer accepts the condition of title
as disclosed by the Title Documents as satisfactory.

         (b)  MATTERS NOT SHOWN BY THE PUBLIC RECORDS. Seller shall deliver
to Buyer, on or before the Title Deadline set forth in Section 8, true copies
of all lease(s) and survey(s) in Seller's possession pertaining to the
Property and shall disclose to Buyer all easements, liens or other title
matters not shown by the public records of which Seller has actual knowledge.
Buyer shall have the right to inspect the Property to determine if any third
party(s) has any right in the Property not shown by the public records (such
as an unrecorded easement, unrecorded lease, or boundary line discrepancy).
Written notice of any unsatisfactory condition(s) disclosed by Seller or
revealed by such inspection shall be signed by or on behalf of Buyer and
given to Seller on or before See par. # 21 Add. Provis. If Seller does not
receive Buyer's notice by said date, Buyer accepts title subject to such
rights, if any, of third parties of which Buyer has actual knowledge.

         (c)  SPECIAL TAXING DISTRICTS. SPECIAL TAXING DISTRICTS MAY BE
SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED
FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.
PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL
LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO
DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS
SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL
OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH
DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH
MILL LEVIES.

         In the event the Property is located within a special taxing
district and Buyer desires to terminate this contract as a result, if written
notice is given to Seller on or before the date set forth in subsection 9 (b),
this contract shall then terminate. If Seller does not receive Buyer's
notice by the date specified above, Buyer accepts the effect of the
Property's inclusion in such special taxing district(s) and waives the right
to so terminate.

         (d)  RIGHT TO CURE. If Seller receives notice of unmmerchantability
of title or any other unsatisfactory title condition(s) as provided in
subsection (a) or (b) above, Seller shall use reasonable effort to correct
said unsatisfactory title condition(s) prior to the date of closing. If
Seller fails to correct said unsatisfactory title condition(s) on or before
the date of closing, this contract shall then terminate; provided, however,
Buyer may, by written notice received by Seller, on or before closing, waive
objection to said unsatisfactory title condition(s).

         10.  INSPECTION. See Par. #21 Add. Provis. See Par. #21 Add. Provis.

-------------------------------------------------------------------------------
The printed portions of this form have been approved by the Colorado Real
Estate Commission. (CBS2-7-96)
CBS2-7-96. COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE [FINANCING SECTIONS
OMITTED]
RealFAST-Registered Trademark- Forms, Box 4700, Frisco, CO 80443, Version 5.52
-C-RealFAST-Registered Trademark- 1999; Reg#LCOCOL223550
Completed by - Gary A. Aboussie, Broker Associate, The Colorado Group, Inc.

Buyer(s) [Illegible]            05/06/99  14:49:51                Page 2 of 6
        ------------                                      Seller(s) [Illegible]
                                                                    -----------


<PAGE>


         11.  DATE OF CLOSING. The date of closing shall be July 07, 1999,
or by mutual agreement at an earlier date. The hour and place of closing shall
be designated by mutual agreement between Buyer and Seller.

         12.  TRANSFER OF TITLE. Subject to tender or payment at closing as
required herein and compliance by Buyer with the other terms and provisions
hereof, Seller shall execute and deliver a good and sufficient Special
Warranty Deed deed to Buyer, on closing, conveying the Property free and
clear of all taxes except the general taxes for the year of closing, and
except n/a Title shall be conveyed free and clear of all liens for special
improvements installed as of the date of Buyer's signature hereon, whether
assessed or not; except (i) distribution utility easements (including cable
TV), (ii) those matters reflected by the Title Documents accepted by Buyer in
accordance with subsection 9(a), (iii) those rights, if any, of third parties
in the Property not shown by the public records in accordance with subsection
9(b), (iv) inclusion of the Property within any special taxing district, (v)
subject to building and zoning regulations.

         13.  PAYMENTS OF ENCUMBRANCES. Any encumbrance required to be paid
shall be paid at or before closing from the proceeds of this transaction or
from any other source.

         14.  CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall
pay in Good Funds, their respective closing costs and all other items
required to be paid at closing, except as otherwise provided herein. Buyer
and Seller shall sign and complete all customary or required documents at or
before closing. Fees for real estate closing services shall not exceed
$1,000.00 and shall be paid at closing by splitting equally between Buyer and
Seller. The local transfer tax of .001% of the purchase price shall be paid
at closing by Buyer. Any sales and use tax that may accrue because of this
transaction shall be paid when due by n/a.

         15.  PRORATIONS. General taxes for the year of closing, based on the
taxes for the calendar year immediately preceding closing, rents, water and
sewer charges, owner's association dues, and interest on continuing loans), if
any, and special assessments, if any shall be prorated to date of closing.

         16.  POSSESSION. Possession of the Property shall be delivered to
Buyer as follows: Upon the Close of Escrow. subject to the following lease(s)
or tenancy(s): n/a If Seller, after closing, fails to deliver possession on
the date herein specified, Seller shall be subject to eviction and shall be
additionally liable to Buyer for payment of $250.00 per day from the date of
agreed possession until possession is delivered.

         17.  CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise
provided in this contract, the Property and Inclusions shall be delivered in
the condition existing as of the date of this contract, ordinary wear and
tear excepted. In the event the Property shall be damaged by fire or other
casualty prior to time of closing, in an amount of not more than ten percent
of the total purchase price, Seller shall be obligated to repair the same
before the date of closing. In the event such damage is not repaired within
said time or if the damages exceed such sum, this contract may be terminated
at the option of Buyer. Should Buyer elect to carry out this contract despite
such damage, Buyer shall be entitled to credit for all the insurance proceeds
resulting from such damage to the Property and Inclusions, not exceeding,
however, the total purchase price. Should any Inclusion(s) or service(s) fail
or be damaged between the date of this contract and the date of closing or
the date of possession, whichever shall be earlier, then Seller shall be
liable for the repair or replacement of such Inclusion(s) or service(s) with
a unit of similar size, age and quality, or an equivalent credit, less any
insurance proceeds received by Buyer covering such repair or replacement.

         18.  TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any
note or check received as earnest money hereunder or any other payment due
hereunder is not paid, honored or tendered when due, or if any other
obligation hereunder is not performed or waived as herein provided, there shall
be the following remedies:

         (a)  IF BUYER IS IN DEFAULT: (CHECK ONE BOX ONLY.)

/X/      (1)  SPECIFIC PERFORMANCE.    Seller may elect to treat this
              contract as cancelled, in which case all payments and things of
              value received hereunder shall be forfeited and retained on behalf
              of Seller, or Seller may elect to treat this contract as being in
              full force and effect and Seller shall have the right to specific
              performance or damages, or both.

/ /      (2)  LIQUIDATED DAMAGES.   All payments and things of value received
              hereunder shall be forfeited by Buyer and retained on behalf of
              Seller and both parties shall thereafter be released from all
              obligations hereunder. It is agreed that such payments and
              things of value are LIQUIDATED DAMAGES and (except as provided
              in subsection (c)) are SELLERS SOLE AND ONLY REMEDY for Buyer's
              failure to perform the obligations of this contract. Seller
              expressly waives the remedies of specific performance and
              additional damages.

         (b)  IF SELLER IS IN DEFAULT: Buyer may elect to treat this contract
              as cancelled, in which case all payments and things of value
              received hereunder shall be returned, or Buyer may elect to
              treat this contract as being in full force and effect and Buyer
              shall have the right to specific performance or damages, or
              both.

         (c)  COSTS AND EXPENSES. Anything to the contrary herein
              notwithstanding, in the event of any arbitration or litigation
              arising out of this contract, the arbitrator or court shall
              award to the prevailing party all reasonable costs and
              expenses, including attorney fees.

         19.  EARNEST MONEY DISPUTE. Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any

                                                               PAGE 3 OF 6
Buyers(s) [Illegible]                                Seller(s) [Illegible]
          -----------                                          -----------
<PAGE>

controversy regarding the earnest money and things of value held by broker
or closing agent, unless mutual written instructions are received by the
holder of the earnest money and things of value, broker or closing agent
shall not be required to take any action but may await any proceeding, or at
broker's or closing agent's option and sole discretion, may interplead all
parties and deposit any moneys or things of value into a court of competent
jurisdiction and shall recover court costs and reasonable attorney fees.

         20.  ALTERNATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises
between the parties relating to this contract, and is not resolved, the
parties and broker(s) involved in such dispute (Disputants) shall first
proceed in good faith to submit the matter to mediation. The Disputants will
jointly appoint an acceptable mediator and will share equally in the cost of
such mediation. In the event the entire dispute is not resolved within thirty
(30) calendar days from the date written notice requesting mediation is sent
by one Disputant to the other(s), the mediation, unless otherwise agreed,
shall terminate. This section shall not alter any date in this contract,
unless otherwise agreed.

         21.  ADDITIONAL PROVISIONS: (The language of these additional
provisions has not been approved by the Colorado Real Estate Commission).

1.  Earnest Money, paragraph 3 (a) shall be modified as follows:
    $450,000.00 Total Earnest Moneys of shall be paid as follows:
      $100,000.00  Upon Execution of the Contract to Buy and Sell Real Estate
      $200,000.00  Within 14 days of mutual execution of the Contract to
                   Buy and Sell Real Estate by Buyer and Seller.
      $150,000.00  On or before the expiration of the Inspection period June
                   25, 1999, as outlined in paragraph 10.

All Earnest Money deposited by Land Title Guarantee Co., 2425 Canyon Blvd.
Suite 110, Boulder Colorado, 80302, shall be placed in an interest bearing
account (at the discretion of the Buyer) with all interest accrued in favor
of the Buyer.

2.  Matters Not Shown by the Public Records, paragraph 9 (b) shall be
modified as follows:  "Seller shall deliver to Buyer, on or before the
Title Deadline set forth in Section 8, true copies of all current lease(s)
and the survey dated 8/30/98 prepared by Rocky Mountain Consultants (RMC) in
Sellers possession pertaining to the Property and shall disclose to Buyer all
easements, liens or other title matters not shown by the public records of
which Seller has actual knowledge. Buyer shall have the right to inspect the
property to determine if any third party(s) has any right in the Property not
shown by the public records (such as an unrecorded easement, unrecorded
lease, or boundary line discrepancy). Written notice of any unsatisfactory
conditions(s) disclosed by the Seller or revealed by such inspection shall be
signed by or on behalf of Buyer and given to Seller on or before, June 25,
1999. If Seller does not receive Buyer's notice by said date, Buyer accepts
title subject to such rights if any, of third parties of which Buyer has
actual knowledge."



3.  INSPECTION, paragraph 10 shall be modified as follows:
Buyer or any designee shall have the right to inspection(s) of physical
condition of the Property and Inclusions at Buyer's expense. If written
notice of any unsatisfactory condition, signed by or on behalf of Buyer, is
not received by Seller or Seller's Agent on or before June 25, 1999
(Objection Deadline), the physical condition of the Property and inclusions
shall be deemed to be satisfactory to Buyer. If such notice is received by
Seller as set forth above, and if Buyer and Seller have not agreed, in
writing, to a settlement there on or before Five (5) days after receipt of
Buyers written notice (Resolution Deadline), this contract shall terminate
three calendar days following the Resolution Deadline; unless, within three
calendar days, Seller receives written notice from Buyer waving objection to
any unsatisfactory condition. Buyer is responsible for and shall pay for any
damage which occurs to the Property and Inclusions as a result of such
inspection."

4.  INSPECTION.
If during the Inspection period, (from the acceptance date until 5:00 pm
(MST) June 25, 1999) the Buyer deems the property is unsatisfactory (for any
reason whatsoever) for the Buyer's intended use, the Buyer shall provide
Seller or Seller's Agent with written notice of cancellation of this of this
contract which shall have no further force or effect and Escrow Officer is
hereby directed to return Buyers Escrow Money and any interest there on to
the Buyer.


                                                               PAGE 4 OF 6
Buyers(s) [Illegible]                                Seller(s) [Illegible]
          -----------                                          -----------


<PAGE>

------------------------------------------------------------------------------

5.  Commission/Brokerage Fee.
Seller hereby agrees to pay a commission/brokerage fee at the Close of
Escrow, a commission and/or brokerage fee equal to Six (6%) percent of the
gross sales price to be shared 50/50 between Mile High Properties LLC
(Listing Broker for the Seller) and The Colorado Group Inc. (Exclusive Agent
for the Buyer).

6.  Disclosure.
Seller hereby understands that John R. Cohagen, Principal of Snow Goose
Investments, is a licensed real estate Broker, licensed to do business in the
State of Colorado.  John R. Cohagen is acting as a principal in this
transaction and NOT as a licensed real estate broker.  John R. Cohagen will
not be participating in or taking any part of the commission paid by the
Seller to the real estate companies listed above.



  22.  RECOMMENDATION OF LEGAL COUNSEL.  By signing this document, Buyer and
Seller acknowledge that the Selling Company or the Listing Company has
advised that this document has important legal consequences and has
recommended the examination of title and consultation with legal and tax or
other counsel before signing this contract.

  23.  TERMINATION.  In the event this contract is terminated, all payments
and things of value received hereunder shall be returned and the parties
shall be relieved of all obligations hereunder, subject to Section 19.

  24.  SELLING COMPANY BROKER RELATIONSHIP.  The selling broker,
The Colorado Group, Inc. and its salespersons have been engaged as Exclusive
Agent for the Buyer. Selling Company has previously disclosed in writing to
the Buyer that different relationships are available which include buyer
agency, seller agency, subagency, or transaction-broker.

  25.  NOTICE TO BUYER.  Any notice to Buyer shall be effective when received
by Buyer, or, if this box is checked / / when received by Selling Company.

  26.  NOTICE TO SELLER.  Any notice to Seller shall be effective when
received by Seller or Listing Company.

  27.  MODIFICATION OF THIS CONTRACT.  No subsequent modification of any of
the terms of this contract shall be valid, binding upon the parties, or
enforceable unless made in writing and signed by the parties.

  28.  ENTIRE AGREEMENT.  This contract constitutes the entire contract
between the parties relating to the subject hereof, and any prior agreements
pertaining thereto, whether oral or written, have been merged and integrated
into this contract.

  29.  NOTICE OF ACCEPTANCE: COUNTERPARTS.  This proposal shall expire unless
accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of such acceptance on or before
May 07, 1999 5:00pm MST (Acceptance Deadline).  If accepted, this document
shall become a contract between Seller and Buyer.  A copy of this document
may be executed by each party, separately, and when each party has executed a
copy thereof, such copies taken together shall be deemed to be a full and
complete contract between the parties.



  Snow Goose Investments, LLC and/or assigns (Buyer may assign this contact
  with Snow Goose Investments and/or John R. Cohagen as a principal)
    3939 North 95th Street, Boulder, CO 80301-4942
     Bus. #: 303-661-0822 Fax #: 303-661-0831

BUYER /s/ John R. Cohagen                                    DATE  May 7, 1999
     --------------------------------------------------------      -----------
  By: John R. Cohagen, President




------------------------------------------------------------------------------
THE PRINTED PORTIONS OF THIS FORM HAVE BEEN APPROVED BY THE COLORADO REAL
ESTATE COMMISSION. (CBS2-7-96)
CBS2-7-96.  COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE [FINANCING
SECTIONS OMITTED]
RealFA$T-Registration Trademark- Forms, Box 4700, Frisco, CO 80443, Version
5.52, -C-RealFA$T-Registration Trademark-. 1999: Reg# LCOCOL223550
Completed by - Gary A. Aboussie, Broker Associate, The Colorado Group, Inc.
                                                                   PAGE 5 of 6
                                                         Seller(s) [ILLEGIBLE]
                                                                  ------------
<PAGE>


------------------------------------------------------------------------------


  STAYODYNE Inc, a Delaware Corporation,
  and it's successor REHABILICARE Inc., a Minnesota Corporation
SELLER /s/ W. Glen Winchell, Vice President                DATE  5/10/99
       ----------------------------------------------------     --------------
  By:  STAYODYNE Inc, a Delaware Corporation,

------------------------------------------------------------------------------
------------------------------------------------------------------------------

  The undersigned Broker(s) acknowledges receipt of the earnest money deposit
specified in section 3, and Selling Company confirms its Broker Relationship
as set forth in Section 24.

Selling Company
               The Colorado Group, Inc.
               3434 47th Street, Suite 220
               Boulder, CO 80301
               Phone: (303) 449-2131,      Fax:  (303) 449-8250


               By:  /s/ Gary A. Aboussie                             5/7/99
                  ------------------------------------------------------------
                  Signature      Gary A. Aboussie                         Date



Listing Company Mile High Properties LLC
                --------------------------------------------------------------

By     -----------------------------------------------------------------------
             Signature                                                    Date
Address  1700 Broadway, Denver, Colorado
         ---------------------------------------------------------------------
Phone    303-832-0817 or 303-837-3478
         ------------------------------------------------
Fax      303-830-7930
         ------------------------------------------------

  --------------------------------------------------------------------------
  NOTE:  CLOSING INSTRUCTIONS SHOULD BE SIGNED AT THE TIME THIS CONTRACT IS
                                   SIGNED.
  --------------------------------------------------------------------------










------------------------------------------------------------------------------
THE PRINTED PORTIONS OF THIS FORM HAVE BEEN APPROVED BY THE COLORADO REAL
ESTATE COMMISSION. (CBS2-7-96)
CBS2-7-96.  COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE [FINANCING
SECTIONS OMITTED]
RealFA$T-Registration Trademark- Forms, Box 4700, Frisco, CO 80443, Version
5.52, -C-RealFA$T-Registration Trademark-. 1999: Reg# LCOCOL223550
Completed by - Gary A. Aboussie, Broker Associate, The Colorado Group, Inc.

Buyer(s) [ILLEGIBLE]                                               PAGE 6 of 6
         -----------
<PAGE>


                                   ADDENDUM

     THIS ADDENDUM TO THE COMMERCIAL CONTRACT TO BUY AND SELL REAL ESTATE
("CONTRACT") is made and entered into as of this 7 day of May, 1999 between
STAODYN, INC., a Delaware corporation ("SELLER"), and SNOW GOOSE INVESTMENTS,
LLC and/or assigns ("BUYER").

                                  RECITALS:

     A.     Seller has exercised the options ("OPTIONS") to acquire certain
land, buildings and other improvements located at 1225 Ken Pratt Boulevard
(formerly known as 1225 Florida Avenue), City of Longmont, County of Boulder,
State of Colorado and as legally described in Paragraph 1 of the contract
(collectively, the "PROPERTY") pursuant to the terms of the Leases (each of
which is referred to as a "LEASE" and collectively "LEASES") between Staodyn,
Inc., as lessee, and 1225 Building LLC, as lessor, dated July 16, 1993, as
amended, and between Staodyn, as lessee, and Pendleton Construction Co.,
Inc., as lessor, dated July 16, 1993, as amended (1226 Building LLC and
Pendleton Construction Co., Inc., are each individually referred to as a
"GROUND OWNER" and collectively "GROUND OWNERS").

     B.     Seller desire to sell the Property to Buyer and Buyer desires to
purchase the Property, upon the terms and provisions of said Contract.

                                  AGREEMENT:

     CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE.  The obligations of Seller
to convey the Property to Buyer, and Buyer's right to purchase the Property,
are subject to the satisfaction of the following condition precedent on or
before the time set forth below.  If the condition is not so satisfied, the
condition may be waived by Seller in writing designated as a waiver or
amendment to this Agreement, or Seller may terminate this Agreement by
written notice to Buyer given within ten (10) business days of the applicable
satisfaction date set forth in which event (unless otherwise specifically set
forth to the contrary) the Earnest Money shall be returned to Buyer and the
parties shall be released from all obligations hereunder.

     On or before the Closing Date, the Ground Owners shall have performed
their obligations under the Options including, without limitation, Ground
Owners' obligation to convey title to the Property to Seller or Buyer (as
Seller may direct).  If Seller gives Buyer notice of termination due to
Ground Owners' default in their obligation to sell the Property to Seller,
then at Buyer's election made in writing to Seller within five (5) business
days following receipt of such notice of Seller's termination ("PURCHASER'S
ELECTION NOTICE"), either (a) Seller will assign to Buyer all claims it may
have against Ground Owners or either of them upon Buyer's payment of the
Purchase Price, adjusted pursuant to the terms of the Contract, to Seller,
which payment shall be made within ten days of Buyer's Election Notice, or
(b) this Agreement shall be terminated, in which event the Earnest Money
shall be returned to Buyer.


BUYER:                                      SELLER:

SNOW GOOSE INVESTMENTS, LLC.                STAODYN, INC.

By:  /s/ John R. Cohagen                      By:  /s/ W. Glen Winchell
   ---------------------------                   ---------------------------
    John R. Cohagen, President                      It's Vice President
                                                         -------------------