Exhibit 10.13



                                 OFFICE LEASE

                  Leonard J. Riesterer and Adeline Riesterer
                 -------------------------------------------

                                   Landlord

                                     and

                        WHY USA Financial Group, Inc.
                        ------------------------------

                                    Tenant

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                              TABLE OF CONTENTS
 1. Lease of Premises ..................................................... 1
 2. Term of Lease ......................................................... 1
 3. Base Rent ............................................................. 1
 4. Additional Rent ....................................................... 1
 5. Use, Possession and Maintenance of the Premises ....................... 3
 6. Assignment and Subleasing ............................................. 5
 7. Alterations and Improvements .......................................... 5
 8. Insurance Coverage to be Maintained by Tenant ......................... 5
 9. Condemnation .......................................................... 6
 10. Loss by Casualty ..................................................... 7
 11. Default .............................................................. 7
 12. Common Areas ......................................................... 9
 13. Subordination and Nondisturbance ..................................... 9
 14. Substitution of Premises ............................................. 9
 15. Notice .............................................................. 10
 16. Attorney's Fees ..................................................... 10
 17. Financial Statements ................................................ 10
 18. Estoppel Certificates ............................................... 10
 19. Security Deposit .................................................... 11
 20. Guaranty ............................................................ 11
 21. Landlord's Lien ..................................................... 11
 22. Brokers ............................................................. 11
 23. Miscellaneous ....................................................... 11
 24. Exhibits ............................................................ 11

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                                 OFFICE LEASE

      THIS LEASE is entered into effective as of June 1 2000 by Donald L.
Riesterer and Adeline Riesterer ("Landlord") and WHY USA Financial Group, Inc.
("Tenant").

     1. Lease of Premises.

     The "Premises," consisting of the portion of the "Building" shown by
cross-hatching on attached Exhibit is hereby leased to Tenant. The Building is
located 300 N. River St., Janesville, WI 53545. The Premises shall be deemed
to consist of 4,000 net rentable square feet. The Building presently consists
of 4,000 net rentable square feet.
     Tenants proportionate share shall be 100% a fraction of which the
numerator is the net rentable area of the Premises and the denominator of
which is the net rentable area of the Building.

     2. Term of Lease.

     The "Tenn" of this Lease is five (5) year and zero (0) months and shall
begin on the Commencement Date". The Commencement Date shall be June 1, 2000.
Landlord shall deliver possession of the Premises to Tenant on or prior to the
Commencement Date, but no delay beyond the reasonable control of Landlord
shall affect the validity of this Lease nor subject Landlord to any liability.
If Tenant remains in possession of the Premises after the Term without
Landlord's consent, Landlord shall be entitled to all remedies available at
law or in equity, including the right to elect to treat Tenant as a tenant
from month to month, subject to all provisions of this Lease but with Base
Rent and Additional Rent at one hundred and five percent (105%) the rate
charged during the previous Lease Year.

     3. Base Rent.

     Tenant shall pay Base Rent in the amount or amounts set forth on attached
Exhibit B. Base Rent, together with Additional Rent pursuant to Section 4,
below, shall be payable in monthly installments due and payable on the first
day of each month during the Term, without notice or demand, and without any
deduction or set-off whatsoever.

     4. Additional Rent.

     Tenant shall pay as "Additional Rent" Tenant's proportionate share of
"Taxes" which shall be comprised of: (i) real estate taxes and annual
installments of special assessments due and payable against the Land, Building
and other improvements thereon, (ii) any taxes levied or assessed, in whole or
in part, in lieu of real estate taxes, (iii) any taxes on the stream of rental
income (other than income taxes), (iv) all other taxes on the Land, Building,
related improvements or this Lease and (v) any sales tax or similar tax
assessed or payable in connection with services provided by Landlord
hereunder. In addition, Tenant shall pay any taxes levied or assessed on the
value of Tenant's personal property on the premises.


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     Tenant shall also pay, as Additional Rent, its proportionate share of all
"Operating Expenses" incurred by Landlord. Operating Expenses shall include
Landlord's costs of maintaining, repairing and operating the Land and Building
including, but not limited to: janitorial expenses; expenses relating to
operating, maintaining, repairing and replacing landscaping, planters, paving,
curbs, sidewalks, roadways, parking surfaces, drainage facilities, machines,
equipment and lighting facilities; expenses related to maintaining any system
for controlled parking; management fees; insurance (which may include, but not
be limited to, hazard, plate glass, boiler and machinery, liability and loss
of rent insurance) as well as losses not covered by insurance (i.e. insurance
"deductibles," but not in excess of One Thousand Dollars ($1,000.00) per
claim); security expenses; costs incurred in renting equipment necessary or
appropriate for the operation of the Land or Building; costs of contesting the
value of the Land or Building for real estate taxation purposes; expenses of
employees engaged in the operation, maintenance or security of the Land and
Building; the cost of all supplies and materials used in the operation and
maintenance of the Land and Building; the cost of maintenance and service
agreements for the Building and the equipment therein; the cost of all
utilities, including, without limitation, water, electricity and gas not
billable directly to tenants of the Building and the cost of heating,
lighting, air conditioning and ventilating any common areas of the Building;
interior and exterior maintenance expenses including expenses related to
maintenance of the roof, foundation and structural portions of the Building
and the electrical, mechanical, plumbing and other systems and facilities
serving the Land and Building; amortization, on a commercially reasonable
basis, of capital improvements (including interest expenses) made to: (i)
reduce operating costs, (ii) comply with the requirements of Landlord's
insurance carrier, (iii) comply with any law, rule, regulation or order of any
governmental authority, or (iv) extend the life of or otherwise maintain or
replace a component of any improvements on the Land or in the Building.
Landlord's records regarding Operating Expenses shall be made available to
Tenant, at the place of business of Landlord's property manager, during normal
business hours upon request of Tenant.
     Tenant shall pay with its monthly installments of Base Rent the amount
Landlord reasonably estimates for Tenant's proportionate share of all
Additional Rent items. When Landlord has determined the actual amounts for
each such Additional Rent item, Landlord shall advise Tenant of any additional
amounts due from Tenant or any credit due to Tenant. Within fifteen (15) days
of any such notice, Tenant shall pay the additional amount due to Landlord, if
any. Any overpayment shall be credited against the next Additional Rent
payment due. If the Term has expired, any overpayment shall be promptly
refunded to Tenant and any underpayment shall be promptly paid to Landlord.
Landlord may from time to time adjust the monthly installment of estimated
Additional Rent charges to more accurately reflect Landlord's current estimate
of such charges. Landlord presently calculates those charges based on a
calendar year, and Tenant's obligation shall be pro rated on a calendar basis
if the calendar year includes any period of time not within the Term.
     If Tenant does not make any payments of any kind due under this Lease
when that payment is due, interest shall accrue on the unpaid amount at an
annual rate of two percentage points higher than the "prime" or "reference
rate" announced from time to time by Norwest Bank Minnesota, National
Association, Minneapolis office, or the highest rate permitted by law,
whichever is lower (the "Default Rate"), on such payment from the date it is
due until actually paid. Any payment due to Landlord shall be payable at the
location from time to time designated by Landlord for payment of rent.

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     5. Use, Possession and Maintenance of the Premises.

     Tenant shall use the Premises solely for general office purposes and in
compliance with all applicable laws, including environmental law and
regulations. It shall be Tenant's obligation to obtain any permits or licenses
required in connection with Tenant's use of the Premises, with the exception
those building permits necessary for any build-out of the Premises.
     Tenant shall use the Premises carefully and conduct its business in a
reputable manner. Tenant shall not commit waste or use the Premises in any way
that may obligate Landlord to make any alteration to the Building or other
improvements on the Land or in any way deemed hazardous. Tenant shall not
bring onto the Premises or Building any hazardous or regulated substance
without prior written approval of Landlord. If Landlord consents to any such
request of Tenant (which consent may be withheld by Landlord at Landlord's
sole discretion) than upon request of Landlord, Tenant shall demonstrate to
Landlord's reasonable satisfaction that the presence of such materials in the
Premises or Tenant's use thereof is in compliance with all applicable laws and
regulations. Tenant shall not obstruct in any way the common areas serving
applicable laws and regulations. Tenant shall not exceed the floor loading
capacity designated by Landlord for the Premises. All equipment installed and
used by Tenant shall be properly shielded and shall be installed and
maintained, at Tenant's expense, as Landlord may reasonably direct, so as to
be sufficient to eliminate the transmission of noise, vibration, electrical or
other interference from the Premises to any other area of the Land or
Building. All signage for the Premises shall be in accordance with applicable
laws and codes as well as the sign criteria for the Building adopted from time
to time by Landlord. All signage shall be subject to the prior written
approval of Landlord, which approval shall not be unreasonably withheld.  Non-
conforming signage may be removed by Landlord at Tenant's expense.
     Landlord may from time to time enter the Premises, with reasonable
advance notice, to inspect the Premises, show the Premises to prospective
purchasers, lenders or tenants, or to perform any work related to the
operation or maintenance of any present or future improvement on the Land or
within the Building. Landlord agrees to make reasonable efforts to minimize
any interference with Tenant's use of the Premises. Tenant shall not change
the locks on the doors of the Premises without the prior consent of Landlord,
which consent shall not be unreasonably withheld or delayed. In all events,
Tenant must provide Landlord with keys to the Premises immediately upon any
permitted change of such locks so that Landlord shall be able to gain access
to the Premises in accordance with provisions of this Lease.
      By occupying the Premises, Tenant shall be conclusively deemed to have
accepted the Premises as being in the condition required by this Lease. If
requested by Landlord, Tenant shall sign a statement confirming the
Commencement Date and ratifying acceptance of the Premises, In addition,
Tenant shall have a 7-day waiting period to discover any defects and shall
notify Landlord immediately of the same.
     At the expiration of the Term, Tenant shall surrender the Premises in
good condition and repair, broom clean, excepting only reasonable wear and
tear and loss by insured casualty. Tenant shall also remove Tenant's personal
property and, if requested by Landlord, trade fixtures, signs and any tenant
improvements made at any time to the Premises and repair any injury or damage
to the Premises, Land or Building which results from such removal. If Tenant
fails to do so, Landlord may do so on behalf and at Tenant's expense and
without liability on the part of

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Landlord for any damage that may result.
     Tenant shall promptly pay all charges for utilities (except to the extent
the same are Operating Expenses pursuant to Article 4, above) and related
services used in the Premises. Tenant acknowledges that the electricity and
other utilities provided to the Premises are adequate for Tenant's current and
expected needs. Landlord shall not be liable if any utility or other service
to the Premises is interrupted or impaired by any cause reasonably beyond
Landlord's control, and Landlord shall be entitled to temporarily interrupt
such services to the Premises if reasonably necessary in connection with
construction, reconstruction maintenance or repair of the Land or Building or
any portion thereof. However, Landlord shall use reasonable efforts to
minimize the interference with Tenant's use of the Premises.
    Tenant shall be responsible for maintaining the Premises including all
systems serving the Premises exclusively and all fixtures, interior walls,
doors, and windows in as good condition and repair as the Premises were in on
the Commencement Date, reasonable wear and tear and damage from insured
casualty. Tenant shall keep all portions of the Premises in a clean and
orderly condition, free of accumulation of dirt and rubbish and shall be
responsible for the cost of replacement of all light bulbs and all ballasts
serving the Premises. If Tenant fails to carry out its obligations hereunder,
Landlord may carry out Tenant's obligations at Tenant's expense if Tenant
fails to do so within ten (10) days after written demand from Landlord;
provided, however, that no notice shall be required in an emergency. In any
such event, Tenant shall pay Landlord, on demand, the cost incurred by
Landlord plus fifteen percent (15%) of that cost as an administrative fee.
Interest shall accrue on those amounts at the Default Rate from the date
Landlord commences such remedial acts until the costs have been paid. Landlord
shall maintain the common areas in good condition. The costs incurred thereby
shall be Operating Expenses hereunder. Landlord shall not be required to make
any repairs which become necessary by reason of any act or failure to act of
Tenant or Tenant's agents, employees, sublessees, concessionaires, licensees
or invitees.

     6. Assignment and Subleasing.

     Tenant shall not assign this Lease or sublet all or any part of the
Premises without the prior written consent of Landlord, which shall not be
unreasonable withheld. Landlord has legitimate concerns regarding the
compatibility of new or different occupants of the Premises, including
concerns based upon the use to which such occupants may make of the Premises,
and may therefore withhold its consent to any such transfer based upon any
concern Landlord may have regarding the use to which the proposed transferee
may put the Premises or based upon concerns related to possible lack of
harmony between such proposed use of transferee and other uses or occupants in
the Building or concerns related to the financial strength, character or
reputation of the transferee. No transfer of any nature shall relieve Tenant
of primary liability to Landlord hereunder unless Landlord agrees in writing.
If Tenant is a corporation (other that a publicly traded corporation) or
partnership, any change in the control of Tenant shall be deemed to be a
transfer under this Lease. In the event of any transfer approved by Landlord
which results in the generation of rent in excess of the amounts charged by
Landlord hereunder, Landlord shall be entitled to any such surplus.

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     7. Alterations and Improvements.

     Tenant shall not alter or make any improvement to the Premises without
the prior written consent of Landlord. Landlord's consent may be conditioned
upon Landlord being provided with plans and specifications for the proposed
alteration or improvement, information regarding the identity of the persons
who will perform the work or provide the materials, and security against
mechanic's liens, all of which must be acceptable to Landlord. All such work
must be done in a workmanlike fashion using new, first-grade materials. Tenant
shall be responsible for the reasonable costs incurred by Landlord in
reviewing any plans and specifications to be submitted pursuant to this
section and for the reasonable costs incurred in observing the construction of
the subject improvements to determine whether the Building and its structure
are being adversely affected. All such alterations and improvements shall, at
Landlord's option, become the exclusive property of Landlord at the expiration
of the Term.
    Tenant shall not permit any mechanics or other lien to be levied against
the Land or Building unless Tenant shall in good faith contest the same, in
which event Tenant shall provide Landlord with security to protect Landlord's
interest in the Land and Building. Any such security shall be in an amount at
least one hundred twenty five percent (125%) of the amount of such lien and
reasonably satisfactory to Landlord. Nothing herein shall be construed as a
consent by Landlord that would subject Landlord's estate in the Land or
Building to any lien or liability under the mechanic's lien laws of the State
of Minnesota.

     8. Insurance Coverage to be Maintained by Tenant.

     Tenant shall maintain public liability insurance in form and substance
reasonably satisfactory to Landlord, with an insurer licensed to do business
in the State of Minnesota reasonably satisfactory to Landlord, and with
minimum limits of liability of Two Million Dollars ($2,000,000), combined
single limit. Landlord (and if requested by Landlord, Landlord's mortgagee)
shall be named as additional insureds and such insurance shall be primary
coverage without right of contribution from similar insurance maintained by
Landlord. Tenant shall also be required to maintain, at its own expense,
insurance covering (i) breakage of plate glass in the Premises, (ii) Tenant's
improvements other than the initial leasehold improvements to the Premises,
personal property, supplies and equipment, in an amount equal to the
replacement cost thereof, and (iii) Tenant's liability under the agreement to
indemnify and defend contained in this Article 8. Should Tenant choose not to
maintain said insurance, Tenant agrees to indemnify, defend and hold Landlord
harmless from and against any and all claims. The amounts of coverage for any
insurance required to be maintained by Tenant under this Lease shall be
adjusted by Landlord after consultation with Tenant at the conclusion of each
three (3) year period during the Term to an amount which, in Landlord's
opinion, is commercially reasonable. Tenant shall provide Landlord with
duplicates of policies evidencing the required insurance to be carried by
Tenant hereunder. Such insurance shall provide that Landlord and Landlord's
mortgagee shall be given at least thirty (30) days notice prior to any
cancellation, non-renewal or modification. If Tenant fails to obtain the
insurance called for hereunder, Landlord may obtain such insurance at Tenant's
expense. Failure to provide Landlord with copies of those policies shall be
deemed to be a failure by Tenant to obtain the required insurance. Tenant
agrees not to maintain or store any material in or about the Premises which
would in any way impair or invalidate any of the insurance required to be

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maintained by Tenant. If Tenant uses the Premises so as to cause an increase
in the cost of insurance on the Land or Building, Tenant shall be responsible
for paying any such increase.
     Landlord and Tenant hereby release one another from any and all liability
or responsibility (to the other or anyone claiming through or under them by
way of subrogation or otherwise) for any loss or damage covered b property
insurance or coverable by a customary policy of the insurance required by this
Lease even if such loss or damage shall have been caused by the fault or
negligence of the other party or anyone for whom such party may be
responsible. To that end, Landlord shall not be liable to Tenant for any
damage occasioned, among other things, by bursting, stopping, leaking or
running of any systems, facilities or pipes in or about the Building, and
Tenant agrees that all property kept in the Premises shall be so kept at the
risk of Tenant, and that it is up to Tenant to obtain appropriate insurance to
cover that risk.
     Tenant agrees to indemnify and defend Landlord against any claims,
actions, liability and damages of every kind and nature, and against all costs
and expenses, including attorney's fees, (cumulatively the "Liabilities")
arising out of any occurrence (i) within the Premises, (ii) occasioned wholly
or in part by the use and occupancy of the Premises, (iii) related to the
business conducted by Tenant in the Premises, or (iv) from any act or failure
to act of Tenant, it's agents, employees, sublesses, concessionaires,
licensees or contractors. Tenant further agrees to indemnify Landlord from any
Liabilities arising out of a default by Tenant under this Lease, including the
failure to conform to applicable environmental laws. This indemnification
shall survive the termination of this Lease.
     Subject to the provisions of Article 4 of this Lease, Landlord agrees to
indemnify and defend Tenant against any claims, actions, damages or liability
of every kind and nature, and against all costs and expenses, including
reasonable attorney's fees, arising out of any occurrence in the Building
(other than the Premises) to the extent the same is attributable to the
negligence of intentional misconduct of the Landlord, its agents, or
employees.

     9. Condemnation.

     In the event of a condemnation or a deed in lieu of condemnation which
results in the taking of (i) any portion of the Premises; (ii) thirty percent
(30%) or more of the parking spaces on the land on which the Building is
locate; or (iii) ten percent (10%) or more of the Building, Tenant shall have
the right to terminate this Lease upon thirty (30) days written notice to
Landlord given within ten (10) days after such taking. If all or a portion of
the Building is taken by condemnation or a deed in lieu of condemnation,
Landlord shall restore the Premises to as near the condition which existed
immediately prior to the date of taking as may be reasonably possible;
however, Landlord shall not be required to spend amounts in excess of the
amounts received for the taking or for the restoration or improvements
performed by Tenant subsequent to the Commencement Date. If a portion of the
common areas of the Building or Land are taken, Tenant shall not be entitled
to compensation, reduction or abatement of any rent or other charges, nor
shall such taking be deemed actual or constructive eviction.

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     10. Loss by Casualty

     If more than twenty percent (20%) of the Building is damaged by casualty,
Landlord may terminate this Lease provided it gives Tenant notice within
ninety (90) days of the damage. If this Lease is not so terminated, Landlord
shall promptly restore the Premises to as near the condition which existed
immediately prior to such casualty as may be reasonably possible; however,
Landlord shall not be required to spend amounts in excess of the insurance
proceeds made available to Landlord or to restore any improvements made by
Tenant subsequent to the Commencement Date. Whether or not Landlord elects to
restore the Building, Tenant's obligation to pay monthly installments of Base
Rent shall abate during such period of time that the Premises are untenantable
in the proportion that the untenantable portions of the Premises bears to the
entire Premises. When Landlord has completed its work required hereunder,
Tenant's obligation to pay Base Rent shall resume and Tenant shall promptly
complete the restoration of the Premises to the condition which existed
immediately prior to the casualty. In the event Landlord has not restored the
Premises to a tenantable condition within one hundred twenty (120) days of
Landlord's notice that it intends to restore, Tenant may terminate this Lease
upon thirty (30) days written notice to Landlord.

     11. Default.


     If: Tenant shall fail to pay any Base Rent, Additional Rent, or other
amounts required to be paid by Tenant under this Lease within five (5) days of
the date the same is due, Tenant shall pay a monthly late fee to offset the
additional expenses incurred by Landlord in dealing with late payments. There
shall be a monthly late fee equal to the greater of Fifty Dollars ($50.00) or
five percent (5%) of all amounts in arrears, and the late fee shall be
considered Additional Rent hereunder.
     If: (i) Tenant's interest in the Premises is sold under execution or
similar legal process, or (ii) Tenant is adjudicated a bankrupt or insolvent
and such adjudication is not vacated within thirty (30) days, or (iii) a
receiver or trustee is appointed for Tenant's business or property and such
appointment is not vacated within thirty (30) days, or (iv) a reorganization
of Tenant or any arrangement with its creditors is approved by a court under
the Federal Bankruptcy Act, or (v) Tenant makes an assignment for the benefit
of creditors, or (vi) Tenant's interest under this Lease shall pass to another
by operation of law, or (vii) Tenant shall admit in writing its inability to
make any past or future payment called for under this Lease, then Tenant shall
be deemed to have breached a material covenant of this Lease and Landlord may
re-enter the Premises and declare this Lease to be terminated.
     If: (i) Tenant fails to pay any Base Rent, Additional Rent, or other
amounts required to be paid by Tenant under this Lease within five (5) days
after the date they payment is due, or (ii) Tenant fails to keep or perform
any of the other terms, conditions or covenants of the Lease for more than
thirty (30) days after notice of such failure shall have been given to Tenant
provided that where a cure is not reasonably possible within that period
Tenant shall be entitled to additional time to effect a cure, but beyond
thirty (30) additional days, so long as Tenant promptly commences acts
reasonably calculated to effect a cure and thereafter diligently prosecutes
those acts to completion; then Landlord, besides any other rights or remedies
it may have at law or in equity, may either (a) terminate this Lease upon the
expiration of ten (10) days after written

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notice is given to Tenant, in which event the Term shall end on the date set
forth in that notice, or (b) re-enter the Premises in accordance with
applicable law, dispossess Tenant and/or other occupants of the Premises,
remove all property from the Premises and store the same in a public warehouse
or elsewhere at Tenant's expense, and hold the Premises without becoming
liable for any loss or damage which may occasioned thereby. Tenant agrees that
such re-entry by Landlord shall not be construed as an election on Landlord's
part to terminate this Lease, that right, however, being continuously reserved
by Landlord. Landlord shall not be deemed to have elected to terminate this
Lease unless Landlord provides Tenant with written notice of that election.
If Landlord elects to re-enter the Premises, Landlord may make such
alterations and repairs as may be appropriate in order to relet the Premises,
and relet all or part of the Premises for such period (which may extend beyond
the Term of this Lease), at such rental and upon such other terms and
conditions as Landlord in its reasonable discretion believes appropriate. All
sums received by Landlord from such reletting shall be applied; first, to the
payment of any costs and expenses of such reletting, including brokerage and
attorneys' fees and of costs of such alterations, which said alteration costs
shall not exceed $25,000.00, repairs, second, to the payment of any
indebtedness other than Base Rent, Additional Rent due from Tenant to
Landlord; third, to the payment of Base Rent, Additional Rent and other
charges due and unpaid hereunder; and the residue, if any, shall be applied in
payment of future payments for which Tenant is responsible as they become due
hereunder. If the sums so received during any month are less than the amounts
due during that month, Tenant shall pay the deficiency; if such sums are
greater, Tenant shall have no right to the excess. The deficiency shall be
calculated and paid monthly. Notwithstanding any such re-entry by Landlord,
Landlord may at any time hereafter elect to terminate this Lease for such
previous breach.
     Should Landlord at any time terminate Tenant's right of possession upon a
breach without terminating this Lease, Landlord shall also have the right to
accelerate the entire indebtedness (including the amount of Base Rent and
reasonably estimated Additional Rent reserved in this Lease for the remainder
of the Term), reduce the same to present value using a discount rate of ten
percent (10%) per annum and recover a judgment from Tenant in that amount. In
addition, Tenant shall be responsible, and Landlord may recover a judgment
from Tenant, for Landlord's actual costs of constructing any leasehold
improvements to the Premises which are not being directly paid for by Tenant
together with such brokerage commissions as Landlord may have incurred in
connection with this Lease and any other inducements given to Tenant during
the Term, including any abated rent (collectively, the "Transaction Costs").
Notwithstanding anything else contained in this Lease to the contrary, upon a
default of Tenant, whether or not Landlord shall elect to terminate this
Lease, Landlord shall be entitled to recover the unamortized balance of any
such Transaction Costs, on an accelerated basis, so as to make the same
immediately due and said amount shall be deemed payable as Additional Rent.
For purposes of the Lease, the "unamortized balance" shall mean the actual
total amount of the Transaction Costs reduced, however, over the Term, as if
said sum were being amortized, at an interest rate of twelve percent (12%) per
annum, in equal monthly installments over the number of months Tenant is to
pay Base Rent under this Lease. Landlord's right to do so accelerate the
unamortized balance of the Transaction Costs shall be an additional remedy of
Landlord and shall be exercisable either alone or in combination with
Landlord's other remedies set forth in this Lease
     Mention in this Lease of any particular remedy shall not preclude
Landlord from any other

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remedy, in law or in equity.
     No waiver by Landlord or Tenant of performance by the other party shall
be considered a continuing waiver or shall preclude Landlord or Tenant from
exercising its rights in the event of a subsequent default. No acceptance by
Landlord of a partial payment tendered by Tenant shall be deemed to be a
waiver of the balance of the amount due even if the tender states that
acceptance will constitute payment in full.

     12. Common Areas.

     Landlord may from time to time designate portions of the Land or Building
as common areas. Tenant and those claiming by, through or under Tenant shall
have a right, in common with others, to use the common areas subject to such
uniform rules and regulations as may from time to time be made by Landlord.
Landlord may from time to time change the size, location, and arrangement of
common areas; enter into, modify and/or terminate easements and other
agreements pertaining to the use and maintenance of the common areas; close
all or any portion of the common areas; institute a reasonable program for
controlled parking; and do and perform such other acts to the common areas as
Landlord may determine to be necessary or appropriate; provided, however, that
Landlord shall not do so in a way that would unreasonably affect access to the
Premises and, should Landlord modify the common areas, Landlord shall not do
so in a way that reduces the number of parking spaces below that required by
applicable zoning ordinances. Tenant and its employees shall park their cars
only in those portions of the common areas designated by landlord from time to
time for that purpose and no portion of any parking area shall be considered
as dedicated for Tenant's exclusive use.

     13. Subordination and Nondisturbance.

     Tenant agrees that this Lease shall subordinate to any present or future
first or junior mortgages and to any and all advances to be made thereunder
and to the interest thereon and all renewals, replacements and extensions
thereof provided the mortgagees named in said mortgages shall agree to
recognize this Lease in the event of foreclosure if Tenant is not in default.
In the event of any mortgagee electing to have this Lease be deemed a prior
lien to its mortgage, then upon such mortgagee notifying Tenant to that
effect, this Lease shall be deemed prior to the lien of said mortgage, whether
this Lease is dated prior to or subsequent to the date of said mortgage. This
provision shall be self-operative but in the event that any such mortgagee
shall require that Tenant execute a document evidencing such subordination,
Tenant shall sign an instrument to that effect and in the event Tenant does
not do so within ten (10) days following a written request, Landlord shall be
deemed to be Tenant's attorney-in-fact for this purpose.

     14. Substitution of Premises.

     Landlord reserves the right, upon thirty (30) days written notice to
Tenant, to substitute for the Premises other space within the Building. Tenant
shall have the right to approve the space, which said approval will not be
unreasonably withheld. The substituted premises shall contain approximately
the same square footage as the Premises, shall contain leasehold improvements

<PAGE>

comparable in kind and quality to those which exist within the Premises, and
the rental shall in no event exceed the rental rates specified in this Lease.
Landlord shall pay all reasonable moving expenses of Tenant to incidental to
such substitution of space, and shall use all reasonable efforts not to
disrupt Tenant's business (i.e. moving Tenant on a weekend, etc.).

     15. Notices.

     Any notice required or permitted to be given to either party shall be
deemed given one day following the date the same is mailed, correctly
addressed, by United States certified mail, postage prepaid, return receipt
requested, or on the date of personal delivery. Until changed, notices and
communications to Landlord and Tenant shall be addressed as follows:
As to Landlord:        c/o Donald Riesterer
                       8301 Creekside Circle,
                       Suite 101 Bloomington,
                       Minnesota


As to Tenant:          Gregory M. Miller
                       President, WHY USA
                       1219 Marquette Avenue South,
                       Suite 200  Minneapolis, MN 55403

Each party shall have the right to specify as its proper address any other
addresses in the United States of America by giving to the other party at
least fifteen (15) days written notice of a new address.

     16. Attorneys' Fees.

     If Landlord employs an attorney in connection with the contest of a
mechanic's lien by Tenant or in connection with a request for approval by
Landlord or a proposed assignment or subletting, Tenant shall be responsible
for the reasonable attorneys' fees incurred by Landlord.
     If either party employs an attorney to enforce it's rights following a
breach by the other party, the prevailing party shall be entitled to recover
its reasonable attorneys' fees incurred thereby.

     17. Financial Statements.

     Upon request by Landlord, Tenant shall provide Landlord with the most
recent balance sheet and income statement prepared by Tenant's independent
accountants and certified to by any officer/partner of Tenant as being true
and correct.

     18. Estoppel Certificates.

     Within ten (10) days after written notice from Landlord, Tenant shall
provide an estoppel certificate to Landlord and such other party as is
directed by Landlord certifying: (a) that this Lease is in full force and
effect and that it has not been assigned, modified, supplemented or

<PAGE>

amended in any way (or identifying any assignment, modification, supplement or
amendment); (b) the date of commencement and expiration of the Term of
applicable Renewal Term; (c) that there are no defenses or offsets thereto (or
stating those claimed by Tenant); (d) the amount of Base Rent or Additional
Rent that has been paid in advance and the amount of security that has been
deposited with the Landlord; (e) the date to which Base Rent or Additional
Rent have been paid under this Lease; (f) that any Tenant improvements have
been completed in accordance with the requirements of the Lease; and (g) such
other information as is reasonably requested by Landlord. Tenant hereby
irrevocably appoints Landlord as its attorney in fact to execute such a
certificate in the event the Tenant shall fail to do so within ten (10) days
of the Landlord's notice.

     19. Security Deposit

     No security deposit shall be required.

     20.  Guaranty.

     No personal guarantee shall be required.

     21. Landlord's Lien.

     Tenant hereby grants Landlord a continuing security interest for any
payments due to Landlord pursuant to this Lease upon all goods, equipment,
fixtures, furniture, inventory, accounts, contract rights and other personal
property of Tenant located in the Premises together with any proceeds thereof.
The property covered by this security interest shall not be removed from the
Premises without prior consent of the Landlord until all obligations due to
Landlord hereunder shall have been discharged; provided, however, that removal
of such items is permissible if such removal is for purposes of replacing such
items with similar items of reasonably comparable value. In the event of a
default under this Lease, Landlord, in addition to any other rights or
remedies provided at law, equity or pursuant to this Lease, shall have all
rights and remedies under the Uniform Commercial Code, including without
limitation the right to sell the property subject to the security interest
described in this paragraph at public or private sale upon ten (10) days
notice to Tenant. Tenant agrees to execute such financing statements and other
instruments necessary or appropriate, in Landlord's reasonable discretion, to
perfect the security interest hereby created.


     22. Brokers.

     Tenant warrants that is has not engaged or dealt with any broker in
connection with this Lease and Tenant agrees to indemnify, defend and hold
Landlord harmless from and against any claim for a broker's fee or finder's
fee asserted by anyone other than those specified above, on account of any
dealing with Tenant in connection with this Lease.

<PAGE>

     23. Miscellaneous.

     This Lease and any exhibits attached hereto set forth the entire
agreement between Landlord and Tenant. Tenant acknowledges that it has not
relied upon any representations or warranties except as are expressed in this
Lease. Any modifications to this Lease must be in writing and signed by
Landlord and Tenant in order to be enforceable. The obligations and benefits
hereunder shall inure to and be binding upon the respective successors and
assigns of Landlord and Tenant. This Lease shall be construed and enforced in
accordance with the laws of Minnesota. If any term or provision of this Lease
or the applications thereof to any person or circumstances shall be invalid or
unenforceable, the remainder of this Lease or the application to persons or
circumstances other than those to which it is held invalid or unenforceable
shall be valid and enforced to the full extent permitted by law. This Lease
may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
Tenant shall not file or otherwise commence any protest of real estate taxes
payable with respect to the Building without Landlord's consent.

     24. Exhibits.

    Attached to this Lease are several Exhibits incorporating additional terms
and conditions. As used in this Lease, the term "Lease" shall be deemed to
include the Exhibits attached hereto or otherwise referenced in this Lease.

    Dated this 1st day of June, 2000

LANDLORD:                        /s/ Ronald Riesterer
                                -----------------------
                                    Donald Riesterer
                                    Property Manager for Leonard J. Riesterer
                                    and Adeline Riesterer


TENANT:                         WHY USA Financial Group, Inc.

                                By: /s/ Leslie M. Pearson
                                Its: Corp. Sec/Treasurer