<PAGE>

                                                                   EXHIBIT 10.15

                              INDUSTRIAL/WAREHOUSE
                                 LEASE AGREEMENT

                  OIRE NATIONAL MINNESOTA, L.L.C., AS LANDLORD,

                                       AND

                DECADE INDUSTRIES, INC., D/B/A SANUS SYSTEMS, A
                        MINNESOTA CORPORATION, AS TENANT.

                              I-35W BUSINESS CENTER
                              ROSEVILLE, MINNESOTA

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                  <C>
DEFINITIONS                                                                           1

BASIC TERMS                                                                           1

ARTICLE 1    LEASE OF PREMISES AND LEASE TERM.....................................    4
             1.1     PREMISES.....................................................    4
             1.2     TERM, DELIVERY AND COMMENCEMENT..............................    4
                     1.2.1    COMMENCEMENT AND EXPIRATION OF TERM.................    4
                     1.2.2    TENDER OF POSSESSION................................    4
                     1.2.3    COMMENCEMENT DATE MEMORANDUM........................    5
                     1.2.4    ACCESS PRIOR TO SUBSTANTIAL COMPLETION..............    5
                     1.2.5    EXTENSION OPTIONS...................................    5

ARTICLE 2    RENTAL AND OTHER PAYMENTS............................................    6
             2.1     BASIC RENT...................................................    6
             2.2     ADDITIONAL RENT..............................................    6
             2.3     DELINQUENT RENTAL PAYMENTS...................................    7
             2.4     INDEPENDENT OBLIGATIONS......................................    7
             2.5     RENT ABATEMENT...............................................    7

ARTICLE 3    PROPERTY EXPENSES....................................................    7
             3.1     PAYMENT OF PROPERTY EXPENSES.................................    7
             3.2     ESTIMATION OF TENANT'S SHARE OF PROPERTY EXPENSES............    8
             3.3     PAYMENT OF ESTIMATED TENANT'S SHARE OF PROPERTY EXPENSES.....    8
             3.4     CONFIRMATION OF TENANT'S SHARE OF PROPERTY EXPENSES..........    8
             3.5     TENANT'S INSPECTION AND AUDIT RIGHTS.........................    8
             3.6     ADJUSTMENT FOR VARIABLE PROPERTY EXPENSES....................    9
             3.7     PERSONAL PROPERTY TAXES......................................    9
             3.8     LANDLORD'S RIGHT TO CONTEST PROPERTY TAXES...................    9
             3.9     RENT TAX.....................................................   10

ARTICLE 4    USE..................................................................   10
             4.1     PERMITTED USE................................................   10
             4.2     ACCEPTANCE OF PREMISES.......................................   10
             4.3     INCREASED INSURANCE..........................................   10
             4.4     LAWS/PROPERTY RULES..........................................   11
             4.5     COMMON AREA..................................................   11

ARTICLE 5    HAZARDOUS MATERIALS..................................................   12
             5.1     COMPLIANCE WITH HAZARDOUS MATERIALS LAWS.....................   12
             5.2     NOTICE OF ACTIONS............................................   12
             5.3     DISCLOSURE AND WARNING OBLIGATIONS...........................   13
             5.4     INDEMNIFICATION..............................................   13

ARTICLE 6    SERVICES AND UTILITIES...............................................   13
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                  <C>
ARTICLE 7    MAINTENANCE AND REPAIR...............................................   14
             7.1     LANDLORD'S OBLIGATIONS.......................................   14
             7.2     TENANT'S OBLIGATIONS.........................................   14
                     7.2.1    MAINTENANCE OF PREMISES.............................   14
                     7.2.2    ALTERATIONS REQUIRED BY LAWS........................   14
                     7.2.3    NOTICE TO LANDLORD..................................   15

ARTICLE 8    CHANGES AND ALTERATIONS..............................................   15
             8.1     LANDLORD APPROVAL............................................   15
             8.2     TENANT'S RESPONSIBILITY FOR COST AND INSURANCE...............   16
             8.3     CONSTRUCTION OBLIGATIONS AND OWNERSHIP.......................   16
             8.4     LIENS........................................................   16
             8.5     INDEMNIFICATION..............................................   16

ARTICLE 9    RIGHTS RESERVED BY LANDLORD..........................................   17
             9.1     LANDLORD'S ENTRY.............................................   17
             9.2     CONTROL OF PROPERTY..........................................   17
             9.3     RIGHT TO CURE................................................   17
             9.4     INTENTIONALLY DELETED........................................   17

ARTICLE 10   INSURANCE............................................................   18
             10.1    TENANT'S INSURANCE...........................................   18
                     10.1.1   LIABILITY INSURANCE.................................   18
                     10.1.2   OTHER INSURANCE.....................................   18
                     10.1.3   MISCELLANEOUS INSURANCE PROVISIONS..................   18
                     10.1.4   PROPERTY INSURANCE..................................   18
             10.2    LANDLORD'S INSURANCE OBLIGATIONS.............................   19
                     10.2.1   PROPERTY INSURANCE..................................   19
                     10.2.2   LIABILITY INSURANCE.................................   19
             10.3    WAIVERS AND RELEASES OF CLAIMS AND SUBROGATION...............   19
                     10.3.1  TENANT'S WAIVER AND RELEASE .........................   19
                     10.3.2  LANDLORD'S WAIVER AND RELEASE........................   20
             10.4    TENANT'S FAILURE TO INSURE...................................   20
             10.5    NO LIMITATION................................................   20
             10.6    TENANT'S INDEMNIFICATION.....................................   20

ARTICLE 11   DAMAGE OR DESTRUCTION................................................   20
             11.1    TENANTABLE WITHIN 150 DAYS...................................   20
             11.2    NOT TENANTABLE WITHIN 150 DAYS...............................   21
             11.3    PROPERTY SUBSTANTIALLY DAMAGED...............................   21
             11.4    INSUFFICIENT PROCEEDS........................................   21
             11.5    LANDLORD'S REPAIR; RENT ABATEMENT............................   21
             11.6    RENT ABATEMENT IF LEASE TERMINATES...........................   22
             11.7    EXCLUSIVE CASUALTY REMEDY....................................   22
             11.8    NOTICE TO LANDLORD...........................................   22

ARTICLE 12   EMINENT DOMAIN.......................................................   22
             12.1    TERMINATION OF LEASE.........................................   22
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                                  <C>
             12.2    LANDLORD'S REPAIR OBLIGATIONS................................   22
             12.3    TENANT'S PARTICIPATION.......................................   23
             12.4    EXCLUSIVE TAKING REMEDY......................................   23

ARTICLE 13   TRANSFERS............................................................   23
             13.1    RESTRICTION ON TRANSFERS.....................................   23
             13.2    COSTS........................................................   24
             13.3    LANDLORD'S CONSENT STANDARDS.................................   24
             13.4    TRANSFERS TO AFFILIATES......................................   24

ARTICLE 14   DEFAULTS; REMEDIES...................................................   24
             14.1    EVENTS OF DEFAULT............................................   24
                     14.1.1   FAILURE TO PAY RENT.................................   25
                     14.1.2   FAILURE TO PERFORM..................................   25
                     14.1.3   MISREPRESENTATION...................................   25
                     14.1.4   OTHER DEFAULTS......................................   25
             14.2    REMEDIES.....................................................   26
                     14.2.1   TERMINATION OF TENANT'S POSSESSION/RE-ENTRY AND
                              RELETTING RIGHT.....................................   26
                     14.2.2   TERMINATION OF LEASE................................   26
                     14.2.3   PRESENT WORTH OF RENT...............................   27
                     14.2.4   OTHER REMEDIES......................................   27
             14.3    COSTS........................................................   27
             14.4    WAIVER AND RELEASE BY TENANT.................................   27
             14.5    LANDLORD'S DEFAULT...........................................   28
             14.6    NO WAIVER....................................................   28

ARTICLE 15   CREDITORS; ESTOPPEL CERTIFICATES.....................................   28
             15.1    SUBORDINATION ...............................................   28
             15.2    ATTORNMENT...................................................   28
             15.3    MORTGAGEE PROTECTION CLAUSE..................................   29
             15.4    ESTOPPEL CERTIFICATES........................................   29
                     15.4.1   CONTENTS............................................   29
                     15.4.2   FAILURE TO DELIVER..................................   29

ARTICLE 16   SURRENDER; HOLDING OVER..............................................   29
             16.1    SURRENDER OF PREMISES........................................   29
             16.2    HOLDING OVER.................................................   30

ARTICLE 17   ADDITIONAL PROVISIONS................................................   30
             17.1    INITIAL IMPROVEMENTS.........................................   30
                     17.1.1   INTENTIONALLY DELETED...............................   30
                     17.1.2   TENANT'S IMPROVEMENTS...............................   30
                     17.1.3   INTENTIONALLY DELETED...............................   31
                     17.1.4   PROJECT MANAGER/SITE SUPERINTENDENT.................   31
                     17.1.5   INTENTIONALLY DELETED...............................   31
                     17.1.6   CONSTRUCTION DRAWINGS AND SPECIFICATIONS............   31
                     17.1.7   CHANGES TO CONSTRUCTION DRAWINGS AND
                              SPECIFICATIONS......................................   31
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                                  <C>
                     17.1.8   TENANT'S REPRESENTATIVE.............................   32
                     17.1.9   SUBSTANTIAL COMPLETION; TENANT DELAY................   32
                     17.1.10  PUNCH LIST..........................................   32
                     17.1.11  CONSTRUCTION WARRANTY...............................   32
             17.2    SECURITY DEPOSIT.............................................   33
             17.3    RIGHT OF FIRST OFFER.........................................   33

ARTICLE 18   MISCELLANEOUS PROVISIONS.............................................   34
              18.1   NOTICES......................................................   34
              18.2   TRANSFER OF LANDLORD'S INTEREST..............................   34
              18.3   SUCCESSORS...................................................   34
              18.4   CAPTIONS AND INTERPRETATION..................................   34
              18.5   RELATIONSHIP OF PARTIES......................................   35
              18.6   ENTIRE AGREEMENT; AMENDMENT..................................   35
              18.7   SEVERABILITY.................................................   35
              18.8   LANDLORD'S LIMITED LIABILITY.................................   35
              18.9   SURVIVAL.....................................................   35
             18.10   ATTORNEYS' FEES..............................................   35
             18.11   BROKERS......................................................   35
             18.12   TENANT'S WAIVER..............................................   36
             18.13   GOVERNING LAW................................................   36
             18.14   TIME IS OF THE ESSENCE.......................................   36
             18.15   JOINT AND SEVERAL LIABILITY..................................   36
             18.16   NO ACCORD AND SATISFACTION...................................   36
             18.17   TENANT'S ORGANIZATION DOCUMENTS; AUTHORITY...................   37
             18.18   FORCE MAJEURE................................................   37
             18.19   MANAGEMENT...................................................   37
             18.20   FINANCIAL STATEMENTS.........................................   37
             18.21   QUIET ENJOYMENT..............................................   37
             18.22   NO RECORDING.................................................   38
             18.23   NONDISCLOSURE OF LEASE TERMS.................................   38
             18.24   CONSTRUCTION OF LEASE AND TERMS..............................   38
             18.25   UNRELATED BUSINESS INCOME....................................   38
</TABLE>

                                                 EXHIBITS

        EXHIBIT "A"        Definitions
        EXHIBIT "B"        Legal Description of the Land
        EXHIBIT "C"        Floor Plan
        EXHIBIT "D"        Commencement Date Memorandum
        EXHIBIT "E"        Property Rules
        EXHIBIT "F"        Signage
        EXHIBIT "G"        Final Space Plan


                                       iv
<PAGE>

                              INDUSTRIAL/WAREHOUSE
                                 LEASE AGREEMENT

     This Industrial/Warehouse Lease Agreement is made and entered into as of
the Effective Date by and between OIRE NATIONAL MINNESOTA, L.L.C., a Delaware
limited liability company, as Landlord, and DECADE INDUSTRIES, INC., D/B/A SANUS
SYSTEMS, a Minnesota corporation, as Tenant.

                                   DEFINITIONS

     Capitalized terms used in this Lease have the meanings ascribed to them on
the attached EXHIBIT "A."

                                   BASIC TERMS

     The following Basic Terms are applied under and governed by the particular
section(s) in this Lease pertaining to the following information:

     1.   PREMISES: Approximately 44,694 rentable square feet (consisting of
          approximately 4,681 rentable square feet of office space and
          approximately 40,013 rentable square feet of warehouse space) located
          within the Building as depicted on EXHIBIT "C." The Building is
          located at 2215 Highway 36 West, Roseville, Minnesota. The Building
          contains approximately 121,699 rentable square feet.

     2.   LEASE TERM: Fifty-two (52) months

          EXTENSION OPTIONS: One (1) extension option of one (1) year and one
          (1) extension option of two (2) years.

     3.   DELIVERY DATE: April 20, 2004, time being of the essence

     4.   BASIC RENT:

<TABLE>
<CAPTION>
                    Annual Basic Rent per rentable
Months              square foot of the Premises      Monthly Installments
------              ------------------------------   --------------------
<S>                 <C>                              <C>
Commencement
Date - 4th month
following the
Commencement Date               $0.00                      $0.00
5 - 26                          $4.20                      $15,642.90
27 - 52                         $5.00                      $18,622.50
</TABLE>

<PAGE>

     5.   INITIAL TENANT'S SHARE OF PROPERTY
          EXPENSES PERCENTAGE:                       36.73%

     6.   PERMITTED USE: general office and warehouse

     7.   IMPROVEMENT ALLOWANCE: None.

     8.   SECURITY DEPOSIT: $26,183.24

     9.   PROPERTY MANAGER/
          RENT PAYMENT ADDRESS:

          Property Manager:        Opus Northwest Management, L.L.C.
                                   10350 Bren Road West
                                   Minnetonka, Minnesota 55343
                                   Attn: Property Manager
                                   Telephone: 952-656-4714
                                   Facsimile: 952-656-4529

          Rent Payment Address:    OIRE National Minnesota, L.L.C.
                                   OIRE National Minnesota, L.L.C.
                                   6300 Paysphere Circle
                                   Chicago, IL 60674

     9.   ADDRESS OF LANDLORD      OIRE National Minnesota, L.L.C.
          FOR NOTICES:             10350 Bren Road West
                                   Minnetonka, Minnesota 55343
                                   Attn: Legal Department
                                   Telephone: 952-656-4834
                                   Facsimile: 952-656-4755

          With a copy to:          Opus Properties, L.L.C.
                                   10350 Bren Road West
                                   Minnetonka, Minnesota 55343
                                   Attn: Asset Manager
                                   Telephone: 952-656-4549
                                   Facsimile: 952-656-4750

          With a copy to:          Property Manager at the address set forth
                                   above.


                                        2

<PAGE>

     11.  ADDRESS OF TENANT        Decade Industries, Inc. d/b/a
          FOR NOTICES:             Sanus Systems
                                   3785 Lexington Avenue North
                                   St. Paul, Minnesota 55126
                                   Attn: Jim Wohlford
                                   Telephone: 651-484-7988
                                   Facsimile: 651-636-0367

          With a copy to:          Robins, Kaplan, Miller & Ciresi L.L.P.
                                   800 LaSalle Avenue
                                   2800 LaSalle Plaza
                                   Minneapolis, Minnesota 55402
                                   Attn: Kevin S. Spreng, Esq.
                                   Telephone: 612-349-8500
                                   Facsimile: 612-339-4181

     12.  BROKER(S):               Tenant:      R.J. Murray and Associates, Inc.
                                                1873 Buerkle Road
                                                St. Paul, Minnesota 55110
                                                Attn: Mr. Bob Murray

                                   Landlord:    United Properties
                                                3500 West 80th Street
                                                Minneapolis, Minnesota 55431
                                                Attn: Todd Hanson

     10.  GUARANTOR(S): none


                                        3
<PAGE>

                              INDUSTRIAL/WAREHOUSE
                                 LEASE AGREEMENT

     This Industrial/Warehouse Lease Agreement is made and entered into as of
the Effective Date by and between OIRE NATIONAL MINNESOTA, L.L.C., a Delaware
limited liability company, as Landlord, and DECADE INDUSTRIES, INC., D/B/A SANUS
SYSTEMS, a Minnesota corporation, as Tenant.

                                   DEFINITIONS

     Capitalized terms used in this Lease have the meanings ascribed to them on
the attached EXHIBIT "A."

                                   BASIC TERMS

     The following Basic Terms are applied under and governed by the particular
section(s) in this Lease pertaining to the following information:

     1.   PREMISES: Approximately 44,694 rentable square feet (consisting of
          approximately 4,681 rentable square feet of office space and
          approximately 40,013 rentable square feet of warehouse space) located
          within the Building as depicted on EXHIBIT "C." The Building is
          located at 2215 Highway 36 West, Roseville, Minnesota. The Building
          contains approximately 121,699 rentable square feet.

     2.   LEASE TERM: Fifty-two (52) months

          EXTENSION OPTIONS: One (1) extension option of one (1) year and one
          (1) extension option of two (2) years.

     3.   DELIVERY DATE: April 20, 2004, time being of the essence

     4.   BASIC RENT:

<TABLE>
<CAPTION>
                    Annual Basic Rent per rentable
Months              square foot of the Premises      Monthly Installments
------              ------------------------------   --------------------
<S>                 <C>                              <C>
Commencement
Date - 4th month
following the
Commencement Date               $0.00                      $0.00
5 - 26                          $4.20                      $15,642.90
27 - 52                         $5.00                      $18,622.50
</TABLE>

<PAGE>

     5.   INITIAL TENANT'S SHARE OF PROPERTY
          EXPENSES PERCENTAGE:                       36.73%

     6.   PERMITTED USE: general office and warehouse

     7.   IMPROVEMENT ALLOWANCE: None.

     8.   SECURITY DEPOSIT: $26,183.24

     9.   PROPERTY MANAGER/
          RENT PAYMENT ADDRESS:

          Property Manager:        Opus Northwest Management, L.L.C.
                                   10350 Bren Road West
                                   Minnetonka, Minnesota 55343
                                   Attn: Property Manager
                                   Telephone: 952-656-4714
                                   Facsimile: 952-656-4529

          Rent Payment Address:    OIRE National Minnesota, L.L.C.
                                   OIRE National Minnesota, L.L.C.
                                   6300 Paysphere Circle
                                   Chicago, IL 60674

     9.   ADDRESS OF LANDLORD      OIRE National Minnesota, L.L.C.
          FOR NOTICES:             10350 Bren Road West
                                   Minnetonka, Minnesota 55343
                                   Attn: Legal Department
                                   Telephone: 952-656-4834
                                   Facsimile: 952-656-4755

          With a copy to:          Opus Properties, L.L.C.
                                   10350 Bren Road West
                                   Minnetonka, Minnesota 55343
                                   Attn: Asset Manager
                                   Telephone: 952-656-4549
                                   Facsimile: 952-656-4750

          With a copy to:          Property Manager at the address set forth
                                   above.


                                        2

<PAGE>

     11.  ADDRESS OF TENANT        Decade Industries, Inc. d/b/a
          FOR NOTICES:             Sanus Systems
                                   3785 Lexington Avenue North
                                   St. Paul, Minnesota 55126
                                   Attn: Jim Wohlford
                                   Telephone: 651-484-7988
                                   Facsimile: 651-636-0367

          With a copy to:          Robins, Kaplan, Miller & Ciresi L.L.P.
                                   800 LaSalle Avenue
                                   2800 LaSalle Plaza
                                   Minneapolis, Minnesota 55402
                                   Attn: Kevin S. Spreng, Esq.
                                   Telephone: 612-349-8500
                                   Facsimile: 612-339-4181

     12.  BROKER(S):               Tenant:     R.J. Murray and Associates, Inc.
                                               1873 Buerkle Road
                                               St. Paul, Minnesota 55110
                                               Attn: Mr. Bob Murray

                                   Landlord:   United Properties
                                               3500 West 80th Street
                                               Minneapolis, Minnesota 55431
                                               Attn: Todd Hanson

     10.  GUARANTOR(S): none


                                        3
<PAGE>

                                   ARTICLE 1.
                        LEASE OF PREMISES AND LEASE TERM

     1.1 PREMISES. In consideration of the covenants and agreements set forth in
this Lease and other good and valuable consideration, Landlord leases the
Premises to Tenant and Tenant leases the Premises from Landlord, upon and
subject to the terms, covenants and conditions set forth in this Lease. The
approximate size of the Premises is set forth in the Basic Terms. Landlord's
architect will measure the Premises and the Building. The Premises will be
measured from the exterior surface of exterior walls to the center line of all
walls common to the premises of other tenants in the Building. The Building will
be measured from the exterior surface of all exterior walls of the Building. The
square footages so determined will be specified in the Commencement Date
Memorandum. Landlord and Tenant agree that such measurement by Landlord's
architect will conclusively establish the size of the Premises and the Building
for determining Rent and for all other purposes under this Lease.

     1.2 TERM, DELIVERY AND COMMENCEMENT.

          1.2.1 COMMENCEMENT AND EXPIRATION OF TERM. The Term of this Lease is
the period stated in the Basic Terms. The Term commences on the Commencement
Date and expires on the last day of the last calendar month of the Term.

          1.2.2 TENDER OF POSSESSION. Landlord will use commercially reasonable
efforts to achieve Substantial Completion and tender possession of the Premises
to Tenant on or before the Delivery Date, time being of the essence. If Landlord
is unable to achieve Substantial Completion on or before the Delivery Date for
any reason, this Lease remains in full force and effect and Landlord is not
liable to Tenant for any resulting loss or damage; provided, however, that
Landlord will appropriately adjust the Commencement Date unless the delay is
caused by Tenant Delay, the Rent Commencement Date. Notwithstanding the
foregoing, provided that on or before February 11, 2004 Landlord receives four
(4) originals of this Lease executed by Tenant, then (a) if Substantial
Completion does not occur on or before the Delivery Date, then Landlord will
credit to Tenant against Basic Rent an amount equal to $9,000.00 (the "INITIAL
RENT CREDIT AMOUNT"), (b) if Substantial Completion does not occur on or before
May 15, 2004, then Landlord will credit to Tenant against Basic Rent an amount
equal to an additional $9,000.00 (the "SECOND RENT CREDIT AMOUNT"), and (c)
Landlord will credit to Tenant against Basic Rent first becoming due under this
Lease an amount equal to $600.00 for each day of delay after May 15, 2004 until
June 15, 2004 (the "FINAL RENT CREDIT AMOUNT"). If Substantial Completion does
not occur on or before June 15, 2004 (the "OUTSIDE TERMINATION DATE"), then
Tenant shall have the option to terminate this Lease by delivering written
notice of termination to Landlord not later than the tenth (10th) day after the
Outside Termination Date, but prior to the date that Substantial Completion
occurs. In the event Tenant elects to terminate this Lease pursuant to the
preceding sentence, Landlord will pay to Tenant the Initial Rent Credit Amount,
the Second Rent Credit Amount and the Final Rent Credit Amount within thirty
(30) days after Tenant's termination of this Lease pursuant to this Section
1.2.2. If


                                       4

<PAGE>

Tenant does not terminate this Lease pursuant to this Section 1.2.2 and Tenant
receives any rent credit pursuant to this Section 1.2.2, then the Term will be
extended by the number of days of Basic Rent payable with such rent credit. The
Delivery Date will be extended by reason of Tenant Delay or Force Majeure.
Tenant's rights under this section will be Tenant's sole and exclusive rights
and remedies against Landlord for any delay in achieving Substantial Completion
of the Premises.

          1.2.3 COMMENCEMENT DATE MEMORANDUM. Promptly after the Commencement
Date, Landlord will deliver to Tenant the Commencement Date Memorandum with all
blanks properly completed. Within 10 days after receipt, Tenant will execute and
deliver the Commencement Date Memorandum to Landlord. If Tenant does not timely
execute and deliver to Landlord the Commencement Date Memorandum, Landlord and
any prospective purchaser or encumbrancer may conclusively rely on the
information contained in the unexecuted Commencement Date Memorandum Landlord
delivered to Tenant.

          1.2.4 ACCESS PRIOR TO SUBSTANTIAL COMPLETION. Landlord shall allow
Tenant access to the Premises prior to Substantial Completion to begin
installing equipment, fixtures, and cabling and/or to properly coordinate such
work with the construction of the Tenant's Improvements; provided that Tenant
shall not interfere with the construction of Tenant's Improvements by Landlord.
Any such access will be subject to Landlord's receipt of Tenant's written notice
that it intends to access the Premises. Any such use of the Premises is also
subject to, and Tenant must comply with and observe, all applicable Laws and all
other terms and conditions of this Lease. In no event may Tenant conduct
business in the Premises during such early access period.

          1.2.5 EXTENSION OPTIONS.

               1.2.5.1 Provided that no Event of Default exists at the time of
exercise, Tenant may extend the Term of this Lease for one period of one year
(the "First Extension Right"). Tenant must exercise such First Extension Right
by delivering written notice of Tenant's exercise at least six (6), but not more
than twelve (12), months prior to the expiration of the Term. Such extension of
the Term will be on the same terms, covenants and conditions as in this Lease,
other than Basic Rent. Basic Rent for the extension period will be at an annual
rate of $5.30 per rentable square foot. This First Extension Right is personal
to Tenant and may not be assigned or transferred in any manner except in
connection with an approved Transfer under Article 13.

               1.2.5.2 Provided that no Event of Default exists at the time of
exercise, and provided that Tenant timely and properly exercises its First
Extension Right, Tenant may further extend the Term of this Lease for one (1)
additional period of two (2) years (the "SECOND EXTENSION RIGHT"). Tenant must
exercise the Second Extension Right by delivering written notice of Tenant's
exercise at least six (6), but not more than twelve (12), months prior to the
expiration of the Term, by requesting in writing Landlord's determination of
Fair Market Basic Rent, which Landlord shall deliver to Tenant in accordance
with the provisions of Section 18.1 of this Lease within thirty


                                       5

<PAGE>

(30) days after Landlord's receipt of Tenant's request. Landlord's notice of
Landlord's determination of Fair Market Basic Rent shall state that if Tenant
fails to respond within the period set forth in this Section 1.2.5.2, then
Tenant will be deemed to have accepted Landlord's determination of Fair Market
Basic Rent and to have elected to exercise the Second Extension Right. Tenant
shall have thirty (30) days following Landlord's determination of Fair Market
Basic Rent to accept or reject. If Tenant fails to accept or reject within such
thirty (30) day period, Tenant will be deemed to have accepted Landlord's
determination of Fair Market Basic Rent. Tenant's acceptance shall be deemed to
be Tenant's exercise of the Second Extension Right. Tenant's rejection shall be
deemed to be Tenant's waiver of its right to exercise the Second Extension
Right. Such further extension of the Term will be on the same terms, covenants
and conditions as in this Lease, other than Basic Rent. Basic Rent for the
extension period will be 95% of the fair market rental rate for the extension
period, determined in relation to comparable (in quality, location and size)
space located in the Building and/or in the Minneapolis/St. Paul Metropolitan
Area ("Fair Market Basic Rent") with due consideration given to the following
factors regarding the Premises and Tenant, on the one hand, and the comparable
space(s) and tenant(s), on the other hand: (a) the financial condition of the
tenant; (b) the location, quality and age of the building(s); (c) the extent and
quality of leasehold improvements (existing or to be provided) in the premises;
(d) rent abatements, if any; (e) the location of the premises within the
building; (f) the length of the term; (g) the nature and extent of services
provided by the landlord; (h) expense stops, if any; (i) any other concessions
given; and (j) other pertinent factors. Landlord will reasonably determine such
Fair Market Basic Rent and deliver Landlord's determination to Tenant at least
four (4) months prior to the expiration of the then-current Term. In no event
will the Fair Market Basic Rent for an extension of the Term be less than the
Basic Rent (exclusive of temporary abatements) payable by Tenant for the Lease
Year immediately prior to commencement of the extension period. This Second
Extension Right is personal to Tenant and may not be assigned or transferred in
any manner except in connection with an approved Transfer under Article 13.

                                   ARTICLE 2.
                            RENTAL AND OTHER PAYMENTS

     2.1 BASIC RENT. Tenant will pay Basic Rent in monthly installments to
Landlord, in advance, without offset or deduction, commencing on the Rent
Commencement Date and continuing on the first day of each and every calendar
month after the Rent Commencement Date during the Term. Tenant will make all
Basic Rent payments to Property Manager at the address specified in the Basic
Terms or at such other place or in such other manner as Landlord may from time
to time designate in writing. Tenant will make all Basic Rent payments without
Landlord's previous demand, invoice or notice for payment. Landlord and Tenant
will prorate, on a per diem basis, Basic Rent for any partial month within the
Term.

     2.2 ADDITIONAL RENT. Article 3 of this Lease requires Tenant to pay certain
Additional Rent pursuant to estimates Landlord delivers to Tenant. Tenant will
make all payments of estimated Additional Rent in accordance with Sections 3.3
and 3.4 without


                                       6

<PAGE>

deduction or offset and without Landlord's previous demand, invoice or notice
for payment. Tenant will pay all other Additional Rent described in this Lease
that is not estimated under Sections 3.3 and 3.4 within 10 days after receiving
Landlord's invoice for such Additional Rent. Tenant will make all Additional
Rent payments to the same location and, except as described in the previous
sentence, in the same manner as Tenant's Basic Rent payments.

     2.3 DELINQUENT RENTAL PAYMENTS. If Tenant does not pay any installment of
Basic Rent or any Additional Rent within five (5) days after the date the
payment is due, Tenant will pay Landlord a late payment charge equal to 5% of
the amount of the delinquent payment. Notwithstanding the preceding sentence, if
Tenant fails to pay Basic Rent and any Additional Rent for the first (1st) month
of the Term, then with respect to such first (1st) month of the Term only, the
5% late payment charge set forth in the preceding sentence shall not be due and
owing by Tenant until the fifth (5th) day following Landlord's delivery to
Tenant of written notice that such installment of Basic Rent and Additional Rent
has not been paid. Further, if Tenant does not pay any installment of Basic Rent
or any Additional Rent within 30 days after the date the payment is due, Tenant
will pay Landlord interest on the delinquent payment calculated at the Maximum
Rate from the date when the payment is due through the date the payment is made.
The parties agree that such amounts represent a fair and reasonable estimate of
the damages Landlord will incur by reason of such late payment. Such charges
will be considered Additional Rent and Landlord's right to such compensation for
the delinquency is in addition to all of Landlord's rights and remedies under
this Lease, at law or in equity.

     2.4 INDEPENDENT OBLIGATIONS. Notwithstanding any contrary term or provision
of this Lease, Tenant's covenant and obligation to pay Rent is independent from
any of Landlord's covenants, obligations, warranties or representations in this
Lease.

     2.5 RENT ABATEMENT. Tenant acknowledges that the rental schedule set forth
in the Basic Terms sets forth an abatement of Basic Rent during the first four
(4) full calendar months of the term of this Lease (which Basic Rent during such
four-month period would be $62,571.60, had such Basic Rent not been abated in
the rental schedule). Notwithstanding anything contained in Article 3
("ADDITIONAL RENT") hereof to the contrary, Tenant's Share of Property Expenses
to be paid by Tenant under Article 3 during the first (1st) month of the initial
term of this Lease shall be abated.

                                   ARTICLE 3.
                                PROPERTY EXPENSES

     3.1 PAYMENT OF PROPERTY EXPENSES. Tenant will pay, as Additional Rent and
in the manner this Article 3 describes, Tenant's Share of Property Expenses for
each calendar year of the Term. Landlord will prorate Tenant's Share of Property
Expenses for the calendar year in which this Lease commences or terminates as of
the Rent Commencement Date or termination date, as applicable, on a per diem
basis based on the number of days of the Term within such calendar year.


                                       7

<PAGE>

     3.2 ESTIMATION OF TENANT'S SHARE OF PROPERTY EXPENSES. Landlord will
deliver to Tenant a written estimate of the following for each calendar year of
the Term: (a) Property Expenses, (b) Tenant's Share of Property Expenses and (c)
the annual and monthly Additional Rent attributable to Tenant's Share of
Property Expenses. Landlord may re-estimate Property Expenses from time to time
during the Term. In such event, Landlord will re-estimate the monthly Additional
Rent attributable to Tenant's Share of Property Expenses to an amount sufficient
for Tenant to pay the re-estimated monthly amount over the balance of the
calendar year. Landlord will notify Tenant of the re-estimate and Tenant will
pay the re-estimated amount in the manner provided in the last sentence of
Section 3.3.

     3.3 PAYMENT OF ESTIMATED TENANT'S SHARE OF PROPERTY EXPENSES. Subject to
Section 2.5, Tenant will pay the amount Landlord estimates as Tenant's Share of
Property Expenses under Section 3.2 in equal monthly installments, in advance,
commencing on the Rent Commencement Date and thereafter on the first day of each
and every calendar month during the Term. If Landlord has not delivered the
estimates to Tenant by the first day of January of the applicable calendar year,
Tenant will continue paying Tenant's Share of Property Expenses based on
Landlord's estimates for the previous calendar year. When Tenant receives
Landlord's estimates for the current calendar year, Tenant will pay the
estimated amount for such calendar year (less amounts Tenant paid to Landlord in
accordance with the immediately preceding sentence) in equal monthly
installments over the balance of such calendar year, with the number of
installments being equal to the number of full calendar months remaining in such
calendar year.

     3.4 CONFIRMATION OF TENANT'S SHARE OF PROPERTY EXPENSES. After the end of
each calendar year within the Term, Landlord will determine the actual amount of
Tenant's Share of Property Expenses for the expired calendar year and deliver to
Tenant a written statement of such amount within sixty (60) days following the
end of each calendar year. If Tenant paid less than the amount of Tenant's Share
of Property Expenses specified in the statement, Tenant will pay the difference
to Landlord as Additional Rent in the manner described in Section 2.2. If Tenant
paid more than the amount of Tenant's Share of Property Expenses specified in
the statement, Landlord will, at Landlord's option, either (a) refund the excess
amount to Tenant, or (b) credit the excess amount against Tenant's next due
monthly installment or installments of estimated Additional Rent. If Landlord is
delayed in delivering such statement to Tenant, such delay does not constitute
Landlord's waiver of Landlord's rights under this section.

     3.5 TENANT'S INSPECTION AND AUDIT RIGHTS. If Tenant desires to audit
Landlord's determination of the actual amount of Property Expenses or Tenant's
Share of Property Expenses for any calendar year, and provided that Tenant
delivers to Landlord written notice of Tenant's election to audit within 30 days
after Landlord's delivery of the statement of such amount under Section 3.4,
then Tenant (but not any subtenant or assignee) may, at its sole cost and
expense, upon prior written notice and during regular business hours at a time
and place reasonably acceptable to Landlord (which may be the location where
Landlord or Property Manager maintains the applicable


                                       8

<PAGE>

records), cause a certified public accountant reasonably acceptable to Landlord
to audit Landlord's records relating to such amounts. Landlord will use
commercially reasonable efforts to cooperate with Tenant in connection with
Tenant's audit under this Section 3.5. Tenant's election to audit Landlord's
determination of Property Expenses or Tenant's Share of Property Expenses is
deemed withdrawn unless Tenant completes and delivers the audit report to
Landlord within 90 days after the date Tenant delivers its notice of election to
audit to Landlord under this section. If the audit report shows that the amount
Landlord charged Tenant for Tenant's Share of Property Expenses was greater than
the amount this Article 3 obligates Tenant to pay, unless Landlord reasonably
contests the audit, Landlord will refund the excess amount to Tenant, together
with interest on the excess amount (computed at 10% per annum from the date
Tenant delivers its dispute notice to Landlord) within 30 days after Landlord
receives a copy of the audit report. If the audit report shows that the amount
Landlord charged Tenant for Tenant's Share of Property Expenses was less than
the amount this Article 3 obligates Tenant to pay, unless Tenant reasonably
contests the audit, Tenant will pay to Landlord, as Additional Rent, the
difference between the amount Tenant paid and the amount determined in the
audit. Pending resolution of any audit under this section, Tenant will continue
to pay to Landlord all estimated amounts of Tenant's Share of Property Expenses
in accordance with Section 3.3. Tenant must keep all information it obtains in
any audit strictly confidential and may only use such information for the
limited purpose this section describes and for Tenant's own account.

     3.6 ADJUSTMENT FOR VARIABLE PROPERTY EXPENSES. Notwithstanding any contrary
language in this Article 3, if all of the rentable area of the Building is not
occupied at all times during any calendar year pursuant to leases under which
the terms and rents have commenced for such calendar year, Landlord will
reasonably and equitably adjust its computation of Property Expenses for that
calendar year to obligate Tenant to pay all components of Property Expenses that
vary based on occupancy in an amount equal to Landlord's reasonable estimate of
the amount Tenant would have paid for such components of Property Expenses had
all of the rentable area of the Building been so occupied at all times during
such calendar year.

     3.7 PERSONAL PROPERTY TAXES. Tenant will pay, prior to delinquency, all
taxes charged against Tenant's Personal Property. Tenant will use all reasonable
efforts to have Tenant's Personal Property taxed separately from the Property.
If any of Tenant's Personal Property is taxed with the Property, Tenant will pay
the taxes attributable to Tenant's Personal Property to Landlord as Additional
Rent.

     3.8 LANDLORD'S RIGHT TO CONTEST PROPERTY TAXES. Landlord may, but is not
obligated to, contest the amount or validity, in whole or in part, of any
Property Taxes. Landlord's contest will be at Landlord's sole cost and expense
except that if Property Taxes are reduced (or if a proposed increase is avoided
or reduced) because of Landlord's contest, Landlord may include in its
computation of Property Taxes the reasonable, actual, out-of-pocket costs and
expenses Landlord incurred in connection with contesting the Property Taxes,
including without limitation reasonable attorney's fees, up to the amount of any
Property Tax reduction Landlord realized from the contest


                                       9

<PAGE>

or any Property Tax increase avoided or reduced in connection with the contest,
as the case may be. Tenant may not contest Property Taxes.

     3.9 RENT TAX. Tenant will pay to Landlord all Rent Tax, if any, due in
connection with this Lease or the payment of Rent hereunder, which Rent Tax will
be paid by Tenant to Landlord concurrently with each payment of Rent made by
Tenant to Landlord under this Lease.

                                   ARTICLE 4.
                                      USE

     4.1 PERMITTED USE. Tenant will use the Premises only for the permitted use
specified in the Basic Terms and may not use the Premises for any other
purposes. Tenant will not use the Property or knowingly permit the Premises to
be used in violation of any Laws or in any manner that would (a) violate any
certificate of occupancy affecting the Property; (b) make void or voidable any
insurance now or after the Effective Date in force with respect to the Property;
(c) cause injury or damage to the Property or to the person or property of any
other tenant on the Property; (d) cause substantial diminution in the value or
usefulness of all or any part of the Property (reasonable wear and tear
excepted); or (e) constitute a public or private nuisance or waste. Tenant will
obtain and maintain, at Tenant's sole cost and expense, all permits and
approvals required under the Laws for Tenant's use of the Premises.

     4.2 ACCEPTANCE OF PREMISES. Except for the Warranty Terms, Tenant
acknowledges that neither Landlord nor any agent, contractor or employee of
Landlord has made any representation or warranty of any kind with respect to the
Premises, the Building or the Property, specifically including, but not limited
to, any representation or warranty of suitability or fitness of the Premises,
Building or the Property for any particular purpose. Subject to the Warranty
Terms and except as expressly stated in this Lease, Tenant's occupancy of the
Premises conclusively establishes Tenant's acceptance of the Premises, the
Building and the Property in an "AS IS - WHERE IS" condition.

     4.3 INCREASED INSURANCE. Tenant will not do or permit to be done on the
Premises and/or the Property anything that will (a) increase the premium of any
insurance policy Landlord carries covering the Premises or the Property; (b)
cause a cancellation of or be in conflict with any such insurance policy; (c)
result in any insurance company's refusal to issue or continue any such
insurance in amounts satisfactory to Landlord; or (d) subject Landlord to any
liability or responsibility for injury to any person or property by reason of
Tenant's operations in the Premises or use of the Property. Tenant, at Tenant's
sole cost and expense, will comply with all reasonable rules, orders,
regulations and requirements of insurers and of the American Insurance
Association or any other organization performing a similar function as long as
such requirements are imposed in a nondiscriminatory manner on a majority of the
other tenants in the Building. Notwithstanding the foregoing, Tenant shall not
be required to incur any costs or expenses in connection with compliance with
such reasonable rules, orders, regulations and requirements during the first
twelve (12) months of the initial


                                       10

<PAGE>

Term of this Lease. Tenant will reimburse Landlord, as Additional Rent, for any
additional premium charges for such policy or policies resulting from Tenant's
failure to comply with the provisions of this section.

     4.4 LAWS/PROPERTY RULES. This Lease is subject and subordinate to all Laws.
A copy of the current Property Rules is attached to this Lease as EXHIBIT "E."
Landlord may make reasonable revisions to the Property Rules from time to time
as determined in Landlord's reasonable discretion; provided such revisions will
not unreasonably interfere with Tenant's use of the Premises or the operation of
Tenant's business in the Premises. Landlord will use commercially reasonable
efforts to apply the Property Rules to all tenants in the Building in a
non-discriminatory manner. In the event there is a direct conflict between any
of the Property Rules and a material provision of this Lease, the provisions of
this Lease will control.

     4.5 COMMON AREA. Landlord grants Tenant the non-exclusive right, together
with all other occupants of the Property and their agents, employees and
invitees, to use the Common Area during the Term, subject to all Laws. Landlord
will use commercially reasonable efforts to exercise such rights in a manner
that does not unreasonably interfere with Tenant's access to and/or use of the
Premises. Landlord may, at Landlord's sole and exclusive discretion, make
changes to the Common Area. Landlord's rights regarding the Common Area include,
but are not limited to, the right to (a) restrain unauthorized persons from
using the Common Area; (b) temporarily close any portion of the Common Area (i)
for repairs, improvements or Alterations, (ii) to discourage unauthorized use,
(iii) to prevent dedication or prescriptive rights, or (iv) for any other reason
Landlord deems sufficient in Landlord's judgment; (c) change the shape and size
of the Common Area; (d) add, eliminate or change the location of any
improvements located in the Common Area and construct buildings or other
structures in the Common Area; and (e) impose and revise Property Rules
concerning use of the Common Area, including without limitation any parking
facilities comprising a portion of the Common Area.

     4.6 PARKING. During the Term of this Lease, Landlord licenses to Tenant
sixty (60) Unreserved Spaces. Tenant will not be required to pay any fee for the
use of the Unreserved Spaces. Parking at the Property by Tenant is subject to
the other provisions of this Lease, including without limitation, the Building
Rules. In no event will Landlord be liable for any loss, damage or theft of, to
or from any vehicle at the Property.

     4.7 SIGNAGE. Landlord will be solely responsible for all costs and expenses
of all signage regarding the Building. Tenant may place signage which is
consistent with the size, type and style of the standard lettering for other
tenants at the Building displaying (a) Tenant's company name in lettering,
excluding any graphics, Tenant's logo or multicolored signage, on the exterior
of the Building on the south exterior wall of the Building, and (b)
identification signage on service doors not to exceed six (6) inches and above
the loading dock doors not to exceed twelve (12) inches. All signage must comply
with all applicable Laws, municipal regulations, codes and ordinances, the


                                       11

<PAGE>

Property Rules and must be approved by Landlord. Tenant's signage is depicted on
Exhibit "F" attached hereto and made a part hereof.

     4.8 EARLY OCCUPANCY. Commencing on the Delivery Date, Tenant shall have the
right to occupy the Premises. Commencing on the Delivery Date, Tenant shall be
bound by all of the obligations of the tenant under the Lease, except that the
obligation to pay Basic Rent and Additional Rent shall not commence until the
Commencement Date.

                                   ARTICLE 5.
                               HAZARDOUS MATERIALS

     5.1 COMPLIANCE WITH HAZARDOUS MATERIALS LAWS. Tenant will not cause any
Hazardous Materials to be brought upon, kept or used on the Property in a manner
or for a purpose prohibited by or that could result in liability to Landlord
under any Hazardous Materials Law. Tenant, at its sole cost and expense, will
comply with all Hazardous Materials Laws. On or before the expiration or earlier
termination of this Lease, Tenant, at its sole cost and expense, will completely
remove from the Property (regardless whether any Hazardous Materials Law
requires removal), in compliance with all Hazardous Materials Laws, all
Hazardous Materials Tenant causes to be present in, on, under or about the
Property. Upon Landlord's written request, Tenant will promptly deliver to
Landlord documentation acceptable to Landlord disclosing the nature and quantity
of any Hazardous Materials located at the Premises and evidencing the legal and
proper handling, storage and disposal of all Hazardous Materials kept at or
removed or to be removed from the Premises and/or the Property. All such
documentation will list Tenant or its agent as the responsible party and will
not attribute responsibility for any such Hazardous Materials to Landlord or
Property Manager.

     5.2 NOTICE OF ACTIONS. Tenant will notify Landlord of any of the following
actions affecting Landlord, Tenant or the Property that result from or in any
way relate to Tenant's use of the Property immediately after receiving notice of
the same: (a) any enforcement, clean-up, removal or other governmental or
regulatory action instituted, completed or threatened under any Hazardous
Materials Law; (b) any Claims made or threatened by any person relating to
damage, contribution, liability, cost recovery, compensation, loss or injury
resulting from or claimed to result from any Hazardous Material; and (c) any
reports, records, letters of inquiry and responses, manifests or other documents
made by any person, including Tenant, to or from any environmental agency
relating to any Hazardous Material, including any complaints, notices, warnings
or asserted violations. Tenant will also deliver to Landlord, as promptly as
possible and in any event within five Business Days after Tenant first receives
or sends the same, copies of all Claims, reports, complaints, notices, warnings
or asserted violations relating in any way to the Premises or Tenant's use of
the Premises and/or the Property. Tenant will not take any remedial action in
response to the presence of any Hazardous Materials in on, under or about the
Property, nor enter into any settlement agreement, consent decree or other
compromise with respect to any Claims relating to or in any way connected with
Hazardous Materials in, on, under or about the Property, without first notifying
Landlord of Tenant's intention to do so and affording Landlord reasonable


                                       12

<PAGE>

opportunity to investigate, appear, intervene and otherwise assert and protect
Landlord's interest in the Property.

     5.3 DISCLOSURE AND WARNING OBLIGATIONS. Tenant acknowledges and agrees that
all reporting and warning obligations required under Hazardous Materials Laws
resulting from or in any way relating to Tenant's use of the Premises or
Property are Tenant's sole responsibility, regardless whether the Hazardous
Materials Laws permit or require Landlord to report or warn.

     5.4 INDEMNIFICATION. Tenant releases and will indemnify, protect, defend
(with counsel reasonably acceptable to Landlord) and hold harmless the Landlord
Parties from and against any and all Claims whatsoever arising or resulting, in
whole or in part, directly or indirectly, from the presence, treatment, storage,
transportation, disposal, release or management of Hazardous Materials in, on,
under, upon or from the Property (including water tables and atmosphere)
resulting from or in any way related to Tenant's use of the Premises or
Property. Tenant's obligations under this section include, without limitation
and whether foreseeable or unforeseeable, (a) the costs of any required or
necessary repair, compliance, investigations, clean-up, monitoring response,
detoxification or decontamination of the Property; (b) the costs of implementing
any closure, remediation or other required action in connection therewith as
stated above; (c) the value of any loss of use and any diminution in value of
the Property and adjacent and nearby properties, including groundwater; and (d)
consultants' fees, experts' fees and response costs. The obligations of Tenant
under this Article survive the expiration or earlier termination of this Lease.

                                   ARTICLE 6.
                             SERVICES AND UTILITIES

     Landlord, at Landlord's sole cost and expense, shall cause services and
utilities to be separately metered to the Premises. Tenant is solely responsible
for establishing all accounts for all of the services and utilities which are
separately metered to the Premises. Tenant is also solely responsible for paying
directly to the applicable service or utility companies, prior to delinquency,
all charges of every nature, kind or description for services and utilities
furnished to the Premises or chargeable against the Premises (including, without
limitation, charges imposed by any utility or service company as a condition
precedent to furnishing or continuing to furnish utilities or services to the
Premises), including all charges for water, sewage, heat, gas, light, garbage
and rubbish removal, electricity, telecommunications, cable, steam, power, or
other public or private utilities and services. Tenant shall be solely
responsible for any and all charges or fees for future water or sewer capacity
to serve the Premises resulting solely from changes required by Tenant or
Tenant's operations in the Premises. Unless caused by the gross negligence or
intentional misconduct of Landlord, no interruption in, or temporary stoppage
of, any utility or service to the Premises is to be deemed an eviction or
disturbance of Tenant's use and possession of the Premises, nor does any
interruption or stoppage relieve Tenant from any obligations under this Lease,
render Landlord liable for damages or entitle Tenant to any Rent abatement.


                                       13

<PAGE>

                                   ARTICLE 7.
                             MAINTENANCE AND REPAIR

     7.1 LANDLORD'S OBLIGATIONS. Landlord will keep and maintain in good order,
condition and repair, reasonable wear and tear excepted, the (a) exterior
surfaces of the exterior walls (excluding windows and plate glass) and roof and
roof membrane of the Building, (b) structural integrity of the structural
columns, footings, foundation, exterior walls and roof of the Building, and (c)
Common Area. Landlord will also perform any repairs or replacements to the
Premises or Property necessitated by Casualty (subject to Article 11 and
Landlord's right under Section 7.2.1 to require Tenant to make repairs or
replacements necessitated by Tenant Damage). Neither Basic Rent nor Additional
Rent will be reduced, nor will Landlord be liable, for loss or injury to or
interference with Tenant's property, profits or business arising from or in
connection with Landlord's performance of its obligations under this section.

     7.2 TENANT'S OBLIGATIONS.

          7.2.1 MAINTENANCE OF PREMISES. Except for Landlord's obligations
described in Section 7.1, Tenant, at its sole cost and expense, will keep and
maintain the Premises in good, clean, sanitary, neat and fully operative
condition and repair, reasonable wear and tear, and Taking excepted. Tenant's
obligations with respect to the Premises under this section include, without
limitation, maintenance and repair (including replacements) of all: (a)
non-structural interior portions, systems and equipment within or exclusively
serving the Premises; (b) interior surfaces of exterior walls of the Premises;
(b) interior moldings, partitions and ceilings; (c) nonstructural portions of
the slabs and floors within the Premises; (d) floor coverings within the
Premises; (e) windows, plate glass, and doors within or exclusively serving the
Premises; and (f) electrical, lighting, mechanical, plumbing, heating and air
conditioning systems, facilities, fixtures and components within or exclusively
serving the Premises. Landlord may also elect to require that Tenant perform, at
Tenant's sole cost and expense, any repairs or replacements necessitated by
Tenant Damage which are otherwise within the scope of Tenant's obligations under
this Section 7.2.1. Any repairs or replacements performed by Tenant must be at
least equal in quality and workmanship to the original work and be in accordance
with all Laws. Tenant will at all times and at Tenant's sole cost and expense
keep a preventative maintenance and repair contract in force and effect for the
heating, air conditioning and ventilation system serving the Premises. Such
contract (including without limitation the schedule and scope of services
provided and the identity and capabilities of the contractor) must be acceptable
to Landlord in Landlord's reasonable discretion. Tenant will not commit any
nuisance or waste in, on or about the Premises or the Property.

          7.2.2 ALTERATIONS REQUIRED BY LAWS. If any governmental authority
requires any non-structural Alteration to the Property or the Premises as a
result of Tenant's particular use of the Premises or as a result of any
Alteration to the Premises made by or on behalf of Tenant or if Tenant's
particular use of the Premises subjects Landlord or the Property to any
obligation under any Laws, Tenant will pay the cost of all such Alterations or
the cost of compliance, as the case may be. If any such


                                       14

<PAGE>

Alterations are Structural Alterations, Landlord will make the Structural
Alterations, provided that Landlord may first require Tenant to deposit with
Landlord an amount sufficient to pay the cost of the Structural Alterations
(including, without limitation, reasonable overhead and administrative costs).
If the Alterations are not Structural Alterations, Tenant will make the
Alterations at Tenant's sole cost and expense in accordance with Article 8.

          7.2.3 NOTICE TO LANDLORD. If Tenant believes any maintenance or repair
Landlord is obligated under Section 7.1 to perform is needed at the Property,
Tenant will promptly provide written notice to Landlord specifying in detail the
nature and extent of any condition requiring maintenance or repair. Landlord
will not be deemed to have failed to perform its obligations under Section 7.1
with respect to any maintenance or repair unless Tenant has provided such timely
written notice and Landlord has had a commercially reasonable time within which
to respond to such notice and effect the needed maintenance or repair.

                                   ARTICLE 8.
                             CHANGES AND ALTERATIONS

     8.1 LANDLORD APPROVAL. Except as expressly provided in this Lease, Tenant
will not make any Structural Alterations. Tenant will not make any other
Alterations without Landlord's prior written consent, which consent Landlord may
grant, withhold or condition in its reasonable discretion. Along with any
request for Landlord's consent, Tenant will deliver to Landlord plans and
specifications for the Alterations and names and addresses of all prospective
contractors for the Alterations. If Landlord approves the proposed Alterations,
Tenant will, before commencing the Alterations or delivering (or accepting
delivery of) any materials to be used in connection with the Alterations,
deliver to Landlord copies of all contracts, certificates of insurance and
certified copies of all endorsements for the insurance required by Section 8.2,
copies of any contractor safety programs, copies of all necessary permits and
licenses and such other information relating to the Alterations as Landlord
reasonably requests. Tenant will not commence the Alterations before Landlord
has, in Landlord's reasonable discretion, provided Landlord's written approval
of the foregoing deliveries. Tenant will construct all approved Alterations or
cause all approved Alterations to be constructed (a) promptly by a contractor
approved by Landlord in writing, (b) in a good and workmanlike manner, (c) in
compliance with all Laws, (d) in a manner that will minimize interference with
other tenants' use and enjoyment of the Property, and (e) in full compliance
with all of Landlord's rules and regulations applicable to third party
contractors, subcontractors and suppliers performing work at the Property.
Notwithstanding anything to the contrary contained herein, Landlord hereby
consents to construction by Tenant, at Tenant's sole cost and expense, of a
twelve (12) foot by sixteen (16) office cubicle in the west (back) portion of
the Premises. On or before the fifteenth (15th) day prior to the date Tenant
intends to commence construction of the cubicle, Tenant shall deliver final
plans to Landlord and such plans shall be subject to Landlord's review and
approval, which approval shall not be unreasonably withheld, conditioned or
delayed. The cubicle shall become the property of Landlord and a part of the
Building immediately upon installation.


                                       15

<PAGE>

     8.2 TENANT'S RESPONSIBILITY FOR COST AND INSURANCE. Tenant will pay the
cost and expense of all Alterations, including, without limitation, a reasonable
charge for Landlord's review, inspection and engineering time, and for any
painting, restoring or repairing of the Premises or the Property the Alterations
occasion. Prior to commencing the Alterations, Tenant will deliver the following
to Landlord in form and amount reasonably satisfactory to Landlord: (a)
demolition (if applicable) and payment and performance bonds, (b) builder's "all
risk" insurance in an amount at least equal to the replacement value of the
Alterations, and (c) evidence that Tenant and each of Tenant's contractors have
in force liability insurance insuring against construction related risks in at
least the form, amounts and coverages required of Tenant under Article 10. The
insurance policies described in clauses (b) and (c) of this section must name
Landlord, Landlord's lender (if any) and Property Manager as additional
insureds, specifically including completed operations.

     8.3 CONSTRUCTION OBLIGATIONS AND OWNERSHIP. Landlord may inspect
construction of the Alterations. Immediately after completing the Alterations,
Tenant will furnish Landlord with contractor affidavits and full and final lien
waivers covering all labor and materials expended and used in connection with
the Alterations. Tenant will remove any Alterations Tenant constructs in
violation of this Article 8 within 10 days after Landlord's written request and
in any event prior to the expiration or earlier termination of this Lease. All
Alterations Tenant makes or installs (including all telephone, computer,
security and other wiring and cabling located within the walls of and outside
the Premises, but excluding Tenant's Personal Property) become the property of
Landlord and a part of the Building immediately upon installation and, unless
Landlord requires Tenant to remove the Alterations, Tenant will surrender the
Alterations to Landlord upon the expiration or earlier termination of this Lease
at no cost to Landlord.

     8.4 LIENS. Tenant will keep the Property free from any mechanics',
materialmen's, designers' or other liens arising out of any work performed,
materials furnished or obligations incurred by or for Tenant or any person or
entity claiming by, through or under Tenant. Tenant will notify Landlord in
writing 30 days prior to commencing any Alterations in order to provide Landlord
the opportunity to record and post notices of non-responsibility or such other
protective notices available to Landlord under the Laws. If any such liens are
filed and Tenant, within 15 days after such filing, does not release the same of
record or provide Landlord with a bond or other security satisfactory to
Landlord protecting Landlord and the Property against such liens, Landlord may,
without waiving its rights and remedies based upon such breach by Tenant and
without releasing Tenant from any obligation under this Lease, cause such liens
to be released by any means Landlord deems proper, including, but not limited
to, paying the claim giving rise to the lien or posting security to cause the
discharge of the lien. In such event, Tenant will reimburse Landlord, as
Additional Rent, for all amounts Landlord pays (including, without limitation,
reasonable attorneys' fees and costs).

     8.5 INDEMNIFICATION. To the fullest extent allowable under the Laws, Tenant
releases and will indemnify, protect, defend (with counsel reasonably acceptable
to Landlord) and hold harmless the Landlord Parties and the Property from and
against


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<PAGE>

any Claims in any manner relating to or arising out of any Alterations or any
other work performed, materials furnished or obligations incurred by or for
Tenant or any person or entity claiming by, through or under Tenant.

                                   ARTICLE 9.
                           RIGHTS RESERVED BY LANDLORD

     9.1 LANDLORD'S ENTRY. Landlord and its authorized representatives may at
all reasonable times and upon reasonable notice to Tenant enter the Premises to:
(a) inspect the Premises; (b) show the Premises to prospective purchasers,
mortgagees and tenants; (c) post notices of non-responsibility or other
protective notices available under the Laws; or (d) exercise and perform
Landlord's rights and obligations under this Lease. Landlord may in the event of
any emergency enter the Premises without notice to Tenant. Landlord's entry into
the Premises in accordance with this Section 9.1 is not to be construed as a
forcible or unlawful entry into, or detainer of, the Premises or as an eviction
of Tenant from all or any part of the Premises. Tenant will also permit Landlord
(or its designees) to erect, install, use, maintain, replace and repair pipes,
cables, conduits, plumbing and vents, and telephone, electric and other wires or
other items, in, to and through the Premises if Landlord determines that such
activities are necessary or appropriate for properly operating and maintaining
the Building.

     9.2 CONTROL OF PROPERTY. Landlord reserves all rights respecting the
Property and Premises not specifically granted to Tenant under this Lease,
including, without limitation, the right to: (a) change the name or street
address of the Building; (b) designate and approve all types of signs, window
coverings, internal lighting and other aspects of the Premises and its contents
that may be visible from the exterior of the Premises; (c) grant any party the
exclusive right to conduct any business or render any service in the Property,
provided such exclusive right does not prohibit Tenant from any permitted use
for which Tenant is then using the Premises; (d) prohibit Tenant from installing
vending or dispensing machines of any kind in or about the Premises other than
those Tenant installs in the Premises solely for use by Tenant's employees; (e)
install and maintain pipes, ducts, conduits, wires and structural elements in
the Premises that serve other parts or other tenants of the Property; and (f)
retain and receive master keys or pass keys to the Premises and all doors in the
Premises. Notwithstanding the foregoing, Landlord is not responsible for the
security of persons or property on or about the Property and Landlord is not and
will not be liable in any way whatsoever for any criminal activity or any breach
of security on or about the Property.

     9.3 RIGHT TO CURE. If Tenant fails to perform any of Tenant's obligations
under this Lease Landlord may, but is not obligated to, perform any such
obligation on Tenant's part without waiving any rights based upon such failure
and without releasing Tenant from any obligations hereunder. Tenant must pay to
or reimburse Landlord for, as Additional Rent, all expenditures reasonably made
and obligations incurred by Landlord pursuant to this section. Such obligations
survive the termination or expiration of this Lease.

     9.4 INTENTIONALLY DELETED.


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<PAGE>

                                   ARTICLE 10.
                                    INSURANCE

     10.1 TENANT'S INSURANCE. Tenant will at all times during the Term and
during any early occupancy period, at Tenant's sole cost and expense, maintain
the insurance this Section 10.1 requires.

          10.1.1 LIABILITY INSURANCE. Tenant must maintain commercial general
liability insurance (providing coverage at least as broad as the current ISO
form) with respect to the Premises and Tenant's activities in the Premises and
upon and about the Property, on an "occurrence" basis, with minimum limits of
$5,000,000 each occurrence and $5,000,000 general aggregate (which may include
umbrella coverages). Such insurance must include specific coverage provisions or
endorsements (a) for broad form contractual liability insurance insuring
Tenant's obligations under this Lease; (b) naming Landlord and Property Manager
as additional insureds by an "Additional Insured - Managers or Lessors of
Premises" endorsement (or equivalent coverage or endorsement); (c) waiving the
insurer's subrogation rights against all Landlord Parties; (d) providing
Landlord with at least 30 days prior notice of modification, cancellation or
expiration; (e) expressly stating that Tenant's insurance will be provided on a
primary basis and will not contribute with any insurance Landlord maintains; and
(f) providing that the insurer has a duty to defend all insureds under the
policy (including additional insureds), and that defense costs are paid in
addition to, and do not deplete, the policy limits. If Tenant provides such
liability insurance under a blanket policy, the insurance must be made
specifically applicable to the Premises and this Lease on a "per location"
basis.

          10.1.2 OTHER INSURANCE. If insurance obligations generally required of
tenants in similar space in similar buildings in the area in which the Premises
is located increase or otherwise change, Landlord may similarly change Tenant's
insurance obligations under this Lease.

          10.1.3 MISCELLANEOUS INSURANCE PROVISIONS. Tenant's liability
insurance will be written by companies rated at least "A/VII" by A.M. Best
Insurance Service and otherwise reasonably satisfactory to Landlord. Tenant will
deliver a certified copy of each policy, or other evidence of insurance
satisfactory to Landlord, (a) on or before the Commencement Date (and prior to
any earlier occupancy by Tenant), (b) not later than 30 days prior to the
expiration of any current policy or certificate, and (c) at such other times as
Landlord may reasonably request. If Landlord allows Tenant to provide evidence
of insurance by certificate, Tenant will deliver an ACORD Form 27 (or
equivalent) certificate and will attach or cause to be attached to the
certificate copies of the endorsements this Section 10.1 requires (including
specifically, but without limitation, the "additional insured" endorsement).

          10.1.4 PROPERTY INSURANCE. Tenant is not required by this Lease to
maintain property insurance. Accordingly, Tenant's Personal Property is located
at the Property at Tenant's sole risk, and Landlord is not liable for any
Casualty to such property or for any other damage, theft, misappropriation or
loss of such property,


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<PAGE>

excepting only any damage to Tenant's Personal Property caused by the gross
negligence or willful misconduct of Landlord. Tenant is solely responsible for
providing such insurance as Tenant may desire for the protection of Tenant, its
employees and invitees against any injury, loss, or damage to property occurring
in the Premises or at the Property, including, without limitation, any loss of
business or profits from any Casualty or other occurrence at the Property.
Tenant is also solely responsible for obtaining any insurance or other
protection Tenant may desire with respect to any Tenant Damage or Unreleased
Casualty Claims for which Tenant may be held responsible as provided elsewhere
in this Lease.

     10.2 LANDLORD'S INSURANCE OBLIGATIONS. Landlord will at all times during
the Term maintain the insurance this Section 10.2 requires.

          10.2.1 PROPERTY INSURANCE. Landlord will maintain insurance on the
Property providing coverage comparable to that provided by a standard ISO
special causes of loss form property insurance policy in an amount not less than
the full replacement cost of the Building (less foundation, grading and
excavation costs). Landlord may, at its option, obtain such additional coverages
or endorsements as Landlord deems appropriate or necessary, including, without
limitation, insurance covering foundation, grading, excavation and debris
removal costs; business income and rent loss insurance; boiler and machinery
insurance; ordinance or laws coverage; earthquake insurance; flood insurance;
and other coverages. Landlord may maintain such insurance in whole or in part
under blanket policies. Such insurance will not cover or be applicable to any of
Tenant's Personal Property.

          10.2.2 LIABILITY INSURANCE. Landlord will maintain commercial general
liability insurance for bodily injury, personal injury, and property damage
occurring at the Property in such amounts as Landlord deems necessary or
appropriate. Such liability insurance will protect only Landlord and, at
Landlord's option, Landlord's lender and some or all of the Landlord Parties,
and does not protect Tenant or replace or supplement the liability insurance
this Lease obligates Tenant to carry.

     10.3 WAIVERS AND RELEASES OF CLAIMS AND SUBROGATION.

          10.3.1 TENANT'S WAIVER AND RELEASE. To the fullest extent allowable
under the Laws, and except for any damage to Tenant's Personal Property caused
by the gross negligence or willful misconduct of Landlord, Tenant, on behalf of
Tenant and its insurers, waives, releases and discharges the Landlord Parties
from all Claims arising out of damage to or destruction of the Premises, the
Property or Tenant's Personal Property, and any loss of use or business
interruption, caused by any Casualty, regardless whether any such Claim results
from the negligence or fault of any Landlord Party, and Tenant will look only to
Tenant's insurance coverage (regardless whether Tenant elects to maintain any
such coverage) in the event of any such Claim. Any property insurance which
Tenant maintains must permit or include a waiver of subrogation in favor of
Landlord consistent with the provisions of this Section 10.3.1.


                                       19

<PAGE>

          10.3.2 LANDLORD'S WAIVER AND RELEASE. To the fullest extent allowable
under the Laws, and except for any Unreleased Casualty Claims, Landlord, on
behalf of Landlord and its insurers, waives, releases and discharges Tenant from
all Claims for damage to or destruction of the Premises, the Property or any
personal property of Landlord located at the Property, and any loss of use or
business interruption, caused by any Casualty, regardless whether any such Claim
results from the negligence or fault of Tenant, and Landlord will look only to
Landlord's insurance coverage (regardless whether Landlord elects to maintain
any such coverage) in the event of any such Claim. Landlord's policy or policies
of property insurance will permit or include a waiver of subrogation in favor of
Tenant consistent with the provisions of this Section 10.3.2.

     10.4 TENANT'S FAILURE TO INSURE. If Tenant fails to provide Landlord with
evidence of liability insurance as required under Section 10.1, Landlord may
assume that Tenant is not maintaining the insurance Section 10.1 requires Tenant
to maintain and Landlord may, but is not obligated to, obtain such insurance for
Landlord's benefit, without demand upon Tenant or any notice or cure right for
Tenant (under Article 14 or otherwise) and without waiving or releasing Tenant
from any obligation contained in this Lease. Tenant will pay to Landlord, as
Additional Rent, all costs and expenses Landlord reasonably incurs in obtaining
such insurance. Landlord's exercise of any rights under this section does not
relieve Tenant from any default under this Lease.

     10.5 NO LIMITATION. Landlord's establishment of minimum liability insurance
requirements for Tenant in this Lease is not a representation by Landlord that
such limits are sufficient and does not limit Tenant's liability under this
Lease in any manner.

     10.6 TENANT'S INDEMNIFICATION. Except for the Claims waived by Landlord in
Section 10.3.2, Tenant releases and will, to the fullest extent allowable under
the Laws, indemnify, protect, defend (with counsel reasonably acceptable to
Landlord) and hold harmless the Landlord Parties from and against all Claims
arising from (a) any breach or default by Tenant in the performance of any of
Tenant's covenants or agreements in this Lease, (b) any act, omission,
negligence or misconduct of Tenant, (c) any accident, injury, occurrence or
damage in, about or to the Premises, and (d) if caused in whole or in part by
Tenant, any accident, injury, occurrence or damage in, about or to the Property.

                                   ARTICLE 11.
                              DAMAGE OR DESTRUCTION

     11.1 TENANTABLE WITHIN 150 DAYS. Except as provided in Section 11.3, if any
Casualty renders the whole or any material part of the Premises untenantable and
Landlord determines (in Landlord's reasonable discretion) that Landlord can make
the Premises tenantable within 150 days after the date of the Casualty, then
Landlord will notify Tenant of such determination (including the anticipated
date of restoration) within 45 days after the date of the Casualty. If based
upon such anticipated restoration date less than 12 months would remain in the
Term after restoration of the Premises, either Landlord or Tenant may elect to
terminate this Lease by notifying the other within 15 days after the date of
Landlord's notice, which termination will be effective 45 days after


                                       20

<PAGE>

the date of such notice. If not so terminated, this Lease will remain in full
force and effect, subject to the remaining provisions of this Section 11.

     11.2 NOT TENANTABLE WITHIN 150 DAYS. If any Casualty renders the whole or
any material part of the Premises untenantable and Landlord determines (in
Landlord's reasonable discretion) that Landlord cannot make the Premises
tenantable within 150 days after the date of the Casualty, then Landlord will
notify Tenant of such determination (including the anticipated date of
restoration) within 45 days after the date of the Casualty. If the anticipated
date of restoration is more than 150 days after the date of the Casualty,
Landlord may, in such notice, terminate this Lease effective on the date 45 days
after the date of Landlord's notice. If Landlord does not so terminate this
Lease, and provided the Casualty is not Tenant Damage, Tenant may terminate this
Lease by notifying Landlord within 15 days after the date of Landlord's notice,
which termination will be effective 45 days after the date of Tenant's notice.

     11.3 PROPERTY SUBSTANTIALLY DAMAGED. If the Property is damaged or
destroyed by any Casualty (regardless whether the Premises is affected) and the
damage reduces the value of the improvements on the Property by more than 50%
(as Landlord reasonably determines value before and after the Casualty), then
notwithstanding anything to the contrary in Sections 11.1 and 11.2, Landlord
may, at Landlord's option, by notifying Tenant within 45 days after the
Casualty, terminate this Lease effective on the date 45 days after the date of
Landlord's notice.

     11.4 INSUFFICIENT PROCEEDS. If Landlord does not receive sufficient
insurance proceeds (excluding the amount of any policy deductible) to repair all
damage to the Premises or the Property caused by any Casualty, or if Landlord's
lender does not allow Landlord to use sufficient proceeds to repair all such
damage, then notwithstanding anything to the contrary in Sections 11.1, 11.2 and
11.3, Landlord may, at Landlord's option, by notifying Tenant within 45 days
after the Casualty, terminate this Lease effective on the date 45 days after the
date of Landlord's notice.

     11.5 LANDLORD'S REPAIR; RENT ABATEMENT. If this Lease is not terminated
under Sections 11.1 through 11.4 following any Casualty, then Landlord will
repair and restore the Premises and the Property to as near their condition
prior to the Casualty as is reasonably possible with all commercially reasonable
diligence and speed (subject to Landlord's right under Section 7.2.1 to require
Tenant to make repairs or replacements necessitated by Tenant Damage). Basic
Rent and Tenant's Share of Property Expenses for any period during which the
Premises are untenantable as a result of the Casualty will be abated on a per
diem basis; provided that if only a portion of the Premises is untenantable,
then any such abatement will be pro rata (based upon the rentable area of the
untenantable portion of the Premises from time to time as compared with the
rentable area of the entire Premises) and Tenant will continue to pay Rent for
any portion of the Premises which is tenantable. In no event is Landlord
obligated to repair or restore any Alterations that have not been previously
disclosed to and approved by Landlord, any special equipment or fixtures
installed by Tenant, or any other Tenant's Personal Property. Landlord will, if
necessary, equitably adjust Tenant's


                                       21

<PAGE>

Share of Property Expenses Percentage to account for any reduction in the
rentable area of the Premises or Building resulting from a Casualty.

     11.6 RENT ABATEMENT IF LEASE TERMINATES. If this Lease is terminated under
any of Sections 11.1 through 11.4 following any Casualty, then Basic Rent and
Tenant's Share of Property Expenses for any period during which the Premises are
untenantable as a result of the Casualty will be abated on a per diem basis from
the date of the Casualty; provided that if only a portion of the Premises is
untenantable, then any such abatement will be pro rata (based upon the rentable
area of the untenantable portion of the Premises from time to time as compared
with the rentable area of the entire Premises) and Tenant will continue to pay
Rent for any portion of the Premises which is tenantable until this Lease
terminates.

     11.7 EXCLUSIVE CASUALTY REMEDY. The provisions of this Article 11 are
Tenant's sole and exclusive rights and remedies in the event of a Casualty. To
the extent permitted by the Laws, Tenant waives the benefits of any Law that
provides Tenant any abatement or termination rights (by virtue of a Casualty)
not specifically described in this Article 11.

     11.8 NOTICE TO LANDLORD. If any Casualty to any portion of the Property
occurs, Tenant will immediately provide written notice of such Casualty to
Landlord. None of the obligations of Landlord under this Article 11 will be
deemed to have arisen unless and until Landlord has received actual notice that
the Casualty has occurred and has had a commercially reasonable time within
which to respond to such notice.

                                   ARTICLE 12.
                                 EMINENT DOMAIN

     12.1 TERMINATION OF LEASE. If a Condemning Authority desires to effect a
Taking of all or any material part of the Property, Landlord will notify Tenant
and Landlord and Tenant will reasonably determine whether the Taking will render
the Premises unsuitable for Tenant's intended purposes. If Landlord and Tenant
conclude that the Taking will render the Premises unsuitable for Tenant's
intended purposes, Landlord and Tenant will document such determination and this
Lease will terminate as of the date the Condemning Authority takes possession of
the portion of the Property taken. Tenant will pay Rent to the date of
termination. If a Condemning Authority takes all or any material part of the
Building or if a Taking reduces the value of the Property by 50% or more (as
reasonably determined by Landlord), regardless of whether the Premises is
affected and regardless whether the Taking will render the Premises unsuitable
for Tenant's intended purposes, then Landlord, at Landlord's option, by
notifying Tenant prior to the date the Condemning Authority takes possession of
the portion of the Property taken, may terminate this Lease effective on the
date the Condemning Authority takes possession of the portion of the Property
taken.

     12.2 LANDLORD'S REPAIR OBLIGATIONS. If this Lease does not terminate with
respect to the entire Premises under Section 12.1 and the Taking includes a
portion of the Premises, this Lease automatically terminates as to the portion
of the Premises


                                       22

<PAGE>

taken as of the date the Condemning Authority takes possession of the portion
taken and Landlord will, at its sole cost and expense, restore the remaining
portion of the Premises to a complete architectural unit with all commercially
reasonable diligence and speed and will reduce the Basic Rent for the period
after the date the Condemning Authority takes possession of the portion of the
Premises taken to a sum equal to the product of the Basic Rent provided for in
this Lease multiplied by a fraction, the numerator of which is the rentable area
of the Premises after the Taking and after Landlord restores the Premises to a
complete architectural unit, and the denominator of which is the rentable area
of the Premises prior to the Taking. Landlord will also equitably adjust
Tenant's Share of Property Expenses Percentage for the same period to account
for the reduction in the rentable area of the Premises or the Building resulting
from the Taking. Tenant's obligation to pay Basic Rent and Tenant's Share of
Property Expenses will abate on a proportionate basis with respect to that
portion of the Premises remaining after the Taking that Tenant is unable to use
during Landlord's restoration for the period of time that Tenant is unable to
use such portion of the Premises.

     12.3 TENANT'S PARTICIPATION. Landlord is entitled to receive and keep all
damages, awards or payments resulting from or paid on account of a Taking.
Accordingly, Tenant waives and assigns to Landlord any interest of Tenant in any
such damages, awards or payments. Tenant may prove in any Taking proceedings and
may receive any separate award for damages to or Taking of Tenant's Personal
Property and for moving expenses; provided however, that Tenant has no right to
receive any award for its interest in this Lease or for loss of leasehold.

     12.4 EXCLUSIVE TAKING REMEDY. The provisions of this Article 12 are
Tenant's sole and exclusive rights and remedies in the event of a Taking. To the
extent permitted by the Laws, Tenant waives the benefits of any Law, that
provides Tenant any abatement or termination rights or any right to receive any
payment or award (by virtue of a Taking) not specifically described in this
Article 12.

                                   ARTICLE 13.
                                    TRANSFERS

     13.1 RESTRICTION ON TRANSFERS. Tenant will not cause or suffer a Transfer
without obtaining Landlord's prior written consent. Landlord may grant or
withhold consent in Landlord's reasonable discretion. Landlord may also, at
Landlord's option by notifying Tenant, recapture any portion of the Premises
that would be affected by such Transfer. Tenant's request for consent to a
Transfer must indicate that Tenant intends to seek to Transfer the entire
Premises or a specific portion of the Premises. Landlord will notify Tenant of
Landlord's election to consent, withhold consent and/or recapture within 30 days
of Landlord's receipt of such a written request for consent to the Transfer from
Tenant. Tenant will provide Landlord with any additional information Landlord
reasonably requests regarding the proposed Transfer or the proposed Transferee.
No Transfer releases Tenant from any liability or obligation under this Lease
and Tenant remains liable to Landlord after such a Transfer as a principal and
not as a surety. If Landlord consents to any Transfer, Tenant will pay to
Landlord, as Additional Rent, 50%


                                       23

<PAGE>

of any amount Tenant receives on account of the Transfer in excess of the
amounts this Lease otherwise requires Tenant to pay. Any attempted Transfer in
violation of this Lease is null and void and constitutes an Event of Default
under this Lease.

     13.2 COSTS. Tenant will pay to Landlord, as Additional Rent, all costs and
expenses Landlord incurs in connection with any Transfer by Tenant, including,
without limitation, reasonable attorneys' fees and costs, regardless whether
Landlord consents to the Transfer; provided, however, such costs and expenses
paid by Tenant shall not exceed $750.00 per Transfer.

     13.3 LANDLORD'S CONSENT STANDARDS. For purposes of Section 13.1 and in
addition to any other reasonable grounds for denial, Landlord's consent to a
Transfer will be deemed reasonably withheld if, in Landlord's good faith
judgment, any one or more of the following apply: (a) the proposed transferee
does not have the financial strength to perform the Tenant's obligations under
this Lease; (b) the business and operations of the proposed transferee are not
of comparable quality to the business and operations being conducted by other
tenants in the Building; (c) either the proposed transferee, or any Affiliate of
the proposed transferee, occupies or is negotiating with Landlord to lease space
in the Building; (d) the proposed transferee does not have a good business
reputation; (e) the use of the Premises by the proposed transferee would, in
Landlord's reasonable judgment, impact the Building or the Property in a
negative manner; (f) if the subject space is only a portion of the Premises and
the physical subdivision of such portion is, or would render the Premises, not
regular in shape with appropriate means of ingress and egress and facilities
suitable for normal renting purposes, or is otherwise not readily divisible from
the Premises; (g) the Transfer would require Alteration to the Building or the
Property to comply with applicable Laws; (h) the transferee is a government (or
agency or instrumentality thereof); or (i) an Event of Default exists under this
Lease at the time Tenant requests consent to the proposed Transfer.

     13.4 TRANSFERS TO AFFILIATES. Provided that no Event of Default exists
under this Lease, Tenant may, without Landlord's consent, assign or sublet all
or a portion of this Lease or the Premises to an Affiliate if (a) Tenant
notifies Landlord at least 30 days prior to such Transfer; (b) Tenant delivers
to Landlord, at the time of Tenant's notice, current financial statements of
Tenant and the proposed transferee that are reasonably acceptable to Landlord;
and (c) the transferee assumes and agrees in a writing reasonably acceptable to
Landlord to perform Tenant's obligations under this Lease and to observe all
terms and conditions of this Lease. A Transfer to an Affiliate does not release
Tenant from any liability or obligation under this Lease. Landlord's rights
under Section 13.1 to recapture or share in any profit Tenant receives from a
Transfer do not apply to any Transfer this Section 13.4 permits.

                                   ARTICLE 14.
                               DEFAULTS; REMEDIES

     14.1 EVENTS OF DEFAULT. The occurrence of any of the following constitutes
an "Event of Default" by Tenant under this Lease. Landlord and Tenant agree that
the


                                       24

<PAGE>

notices required by this Section 14.1 are intended to satisfy any and all notice
requirements imposed by the Laws and are not in addition to any such
requirements.

          14.1.1 FAILURE TO PAY RENT. Tenant fails to pay Basic Rent, any
monthly installment of Tenant's Share of Property Expenses or any other
Additional Rent amount as and when due and such failure continues for ten (10)
days after Landlord notifies Tenant of Tenant's failure to pay Rent when due.

          14.1.2 FAILURE TO PERFORM. Tenant breaches or fails to perform any of
Tenant's nonmonetary obligations under this Lease and the breach or failure
continues for a period of thirty (30) days after Landlord notifies Tenant of
Tenant's breach or failure; provided that if Tenant is not able through the use
of commercially reasonable efforts to cure its breach or failure within a thirty
(30) day period, Tenant's breach or failure is not an Event of Default if Tenant
commences to cure its breach or failure within the thirty (30) day period and
thereafter diligently pursues the cure and effects the cure within a period of
time that does not exceed an additional 60 days after the expiration of the
initial thirty (30) day period. Notwithstanding any contrary language contained
in this Section 14.1.2, Tenant is not entitled to any notice or cure period
before an incurable breach or failure of this Lease becomes an Event of Default.

          14.1.3 MISREPRESENTATION. The existence of any material
misrepresentation or omission in any financial statements, correspondence or
other information provided to Landlord by Tenant in connection with (a) Tenant's
negotiation or execution of this Lease; (b) Landlord's evaluation of Tenant as a
prospective tenant at the Property; (c) any proposed or attempted Transfer; or
(d) any consent or approval Tenant requests under this Lease.

          14.1.4 OTHER DEFAULTS. The occurrence of any one or more of the
following: (a) Tenant's filing of a petition under any chapter of the Bankruptcy
Code, or under any federal, state or foreign bankruptcy or insolvency statute
now existing or hereafter enacted, or Tenant's making a general assignment or
general arrangement for the benefit of creditors; (b) the filing of an
involuntary petition under any chapter of the Bankruptcy Code, or under any
federal, state or foreign bankruptcy or insolvency statute now existing or
hereafter enacted, or the filing of a petition for adjudication of bankruptcy or
for reorganization or rearrangement, by or against Tenant and such filing not
being dismissed within 60 days; (c) the entry of an order for relief under any
chapter of the Bankruptcy Code, or under any federal, state or foreign
bankruptcy or insolvency statute now existing or hereafter enacted; (d) the
appointment of a "custodian," as such term is defined in the Bankruptcy Code (or
of an equivalent thereto under any federal, state or foreign bankruptcy or
insolvency statute now existing or hereafter enacted), for Tenant, or the
appointment of a trustee or receiver to take possession of substantially all of
Tenant's assets (or Tenant's assets located at the Premises) or of Tenant's
interest in this Lease; or (e) the subjection of all or substantially all of
Tenant's assets located at the Premises or of Tenant's interest in this Lease to
attachment, execution or other judicial seizure. If a court of competent
jurisdiction determines that any act described in this section does not
constitute an Event of Default, and the court appoints a trustee to take
possession of the Premises (or if Tenant remains a debtor in


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possession of the Premises) and such trustee or Tenant Transfers Tenant's
interest hereunder, then Landlord is entitled to receive, as Additional Rent,
the same share as Landlord would be entitled to receive for a Transfer under
Section 13.1 of the amount by which the Rent (or any other consideration) paid
in connection with the Transfer exceeds the Rent otherwise payable by Tenant
under this Lease.

     14.2 REMEDIES. Upon the occurrence of any Event of Default, Landlord may at
any time and from time to time, without notice or demand and without preventing
Landlord from exercising any other right or remedy, exercise any one or more of
the following remedies:

          14.2.1 Termination of Tenant's Possession/Re-entry and Reletting
Right. Terminate Tenant's right to possess the Premises by any lawful means with
or without terminating this Lease, in which event Tenant will immediately
surrender possession of the Premises to Landlord. In such event, this Lease
continues in full force and effect (except for Tenant's right to possess the
Premises) and Tenant continues to be obligated for and must pay all Rent as and
when due under this Lease. Unless Landlord specifically states that it is
terminating this Lease, Landlord's termination of Tenant's right to possess the
Premises is not to be construed as an election by Landlord to terminate this
Lease or Tenant's obligations and liabilities under this Lease. If Landlord
terminates Tenant's right to possess the Premises, Landlord is not obligated to,
but may re-enter the Premises and remove all persons and property from the
Premises. Landlord may store any property Landlord removes from the Premises in
a public warehouse or elsewhere at the cost and for the account of Tenant, and
if Tenant fails to pay the storage charges therefor Landlord may deem such
property abandoned and cause such property to be sold or otherwise disposed of
without further obligation or any accounting to Tenant. Upon such re-entry,
Landlord is not obligated to, but may re-let all or any part of the Premises to
a third party or parties for Tenant's account. Tenant is immediately liable to
Landlord for all Re-entry Costs and must pay Landlord the same within five days
after Landlord's notice to Tenant. Landlord may relet the Premises for a period
shorter or longer than the remaining Term. If Landlord re-lets all or any part
of the Premises, Tenant remains obligated to pay all Rent when due under this
Lease; provided that Landlord will, on a monthly basis, credit any Net Rent
received for the current month against Tenant's Rent obligation for the next
succeeding month. If the Net Rent received for any month exceeds Tenant's Rent
obligation for the succeeding month, Landlord may retain the surplus.

          14.2.2 TERMINATION OF LEASE. Terminate this Lease effective on the
date Landlord specifies in Landlord's notice to Tenant. Upon termination, Tenant
will immediately surrender possession of the Premises to Landlord as provided in
Article 16. If Landlord terminates this Lease, Landlord may recover from Tenant
and Tenant will pay to Landlord on demand all damages Landlord incurs by reason
of Tenant's default, including, without limitation, (a) all Rent due and payable
under this Lease as of the effective date of the termination; (b) any amount
necessary to compensate Landlord for any detriment proximately caused Landlord
by Tenant's failure to perform its obligations under this Lease, including, but
not limited to, any Re-entry Costs; (c) an amount equal to the amount by which
(i) the present worth, as of the effective date of the termination,


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of the Basic Rent for the balance of the Term remaining after the effective date
of the termination (assuming no termination) exceeds (ii) the present worth, as
of the effective date of the termination, of a fair market Rent for the Premises
for the same period (as Landlord reasonably determines the fair market Rent);
and (d) Tenant's Share of Property Expenses to the extent Landlord is not
otherwise reimbursed for such Property Expenses. For purposes of this section,
Landlord will compute present worth by utilizing a discount rate of 8% per
annum. Nothing in this section limits or prejudices Landlord's right to prove
and obtain damages in an amount equal to the maximum amount allowed by the Laws,
regardless whether such damages are greater than the amounts set forth in this
section.

          14.2.3 PRESENT WORTH OF RENT. Recover from Tenant, and Tenant will pay
to Landlord on demand, an amount equal to the sum of (a) all Rent past due
(together with interest thereon at the Maximum Rate), plus (b) the then present
worth, as of the date of such recovery, of the aggregate of the Rent and any
other charges payable by Tenant under this Lease for the then-unexpired portion
of the Term. Landlord will employ a discount rate of 8% per annum to compute
present worth.

          14.2.4 OTHER REMEDIES. Pursue any other remedy now or hereafter
available to Landlord under the laws or judicial decisions of the state in which
the Property is located. All rights and remedies of Landlord under this Lease
are cumulative and the exercise of any one or more remedies at any time or from
time to time does not limit or preclude the further exercise by Landlord of the
same or any other rights or remedies at any time or from time to time.

     14.3 COSTS. Tenant will reimburse and compensate Landlord on demand and as
Additional Rent for any actual loss Landlord incurs in connection with,
resulting from or related to any breach or default of Tenant under this Lease,
regardless of whether the breach or default constitutes an Event of Default, and
regardless of whether suit is commenced or judgment is entered. Such loss
includes all reasonable legal fees, costs and expenses (including paralegal
fees, expert fees, and other professional fees and expenses) Landlord incurs
investigating, negotiating, settling or enforcing any of Landlord's rights or
remedies or otherwise protecting Landlord's interests under this Lease. In
addition to the foregoing, Landlord is entitled to reimbursement of all of
Landlord's fees, expenses and damages, including, but not limited to, reasonable
attorneys' fees and paralegal and other professional fees and expenses, Landlord
incurs in connection with any bankruptcy or insolvency proceeding involving
Tenant including, without limitation, any proceeding under any chapter of the
Bankruptcy Code; by exercising and advocating rights under Section 365 of the
Bankruptcy Code; by proposing a plan of reorganization and objecting to
competing plans; and by filing motions for relief from stay. Such fees and
expenses are payable on demand, or, in any event, upon assumption or rejection
of this Lease in bankruptcy.

     14.4 WAIVER AND RELEASE BY TENANT. Tenant waives and releases all Claims
Tenant may have resulting from Landlord's re-entry and taking possession of the
Premises by any lawful means and removing, storing or disposing of Tenant's
property as permitted under this Lease, regardless of whether this Lease is
terminated and, to


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<PAGE>

the fullest extent allowable under the Laws, Tenant releases and will indemnify,
protect, defend (with counsel reasonably acceptable to Landlord) and hold
harmless the Landlord Parties from and against any and all Claims arising
therefrom. No such reentry is to be considered or construed as a forcible entry
by Landlord.

     14.5 LANDLORD'S DEFAULT. Landlord will not be in default under this Lease
unless Landlord breaches or fails to perform any of Landlord's obligations under
this Lease and the breach or failure continues for a period of 30 days after
Tenant notifies Landlord in writing of Landlord's breach or failure; provided
that if Landlord is not able through the use of commercially reasonable efforts
to cure the breach or failure within such 30 day period, Landlord's breach or
failure is not a default as long as Landlord commences to cure its breach or
failure within the 30 day period and thereafter diligently pursues the cure to
completion and continues to use commercially reasonable efforts to complete such
cure within sixty (60) days following the end of the thirty (30) day period.

     14.6 NO WAIVER. No failure by either Landlord or Tenant to insist upon the
performance of any provision of this Lease or to exercise any right or remedy
upon a breach or default thereof constitutes a wavier of any such breach or
default. Any such waiver may be made only by a writing signed by the party
providing the waiver. One or more waivers by a party is not to be construed as a
wavier by that party of a subsequent breach or default of the same provision.

                                   ARTICLE 15.
                        CREDITORS; ESTOPPEL CERTIFICATES

     15.1 SUBORDINATION. This Lease, all rights of Tenant in this Lease, and all
interest or estate of Tenant in the Property, is subject and subordinate to the
lien of any Mortgage. Tenant will, on Landlord's demand, execute and deliver to
Landlord or to any other person Landlord designates any instruments, releases or
other documents reasonably required to confirm the self-effectuating
subordination of this Lease as provided in this section to the lien of any
Mortgage. The subordination to any future Mortgage provided for in this section
is expressly conditioned upon the Mortgage holder's agreement that as long as no
Event of Default occurs under this Lease, the holder of the Mortgage will not
disturb Tenant's rights of possession under this Lease. The lien of any existing
or future Mortgage will not cover Tenant's Personal Property.

     15.2 ATTORNMENT. If any ground lessor, the holder of any Mortgage at a
foreclosure sale or any other transferee acquires Landlord's interest in this
Lease, the Premises or the Property, Tenant will attorn to the transferee of or
successor to Landlord's interest in this Lease, the Premises or the Property (as
the case may be) and recognize such transferee or successor as Landlord under
this Lease. Tenant waives the protection of any statute or rule of law that
gives or purports to give Tenant any right to terminate this Lease or surrender
possession of the Premises upon the transfer of Landlord's interest.


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     15.3 MORTGAGEE PROTECTION CLAUSE. Tenant will give the holder of any
Mortgage, by registered mail, a copy of any notice of default Tenant serves on
Landlord, provided that Landlord or the holder of the Mortgage previously
notified Tenant (by way of notice of assignment of rents and leases or
otherwise) of the address of such holder. Tenant further agrees that if Landlord
fails to cure such default within the time provided for in this Lease, then
Tenant will provide written notice of such failure to such holder and such
holder will have an additional 30 days within which to cure the default. If the
default cannot be cured within the additional 30 day period, then the holder
will have such additional time as may be necessary to effect the cure if, within
the 30 day period, the holder has commenced and is diligently pursuing the cure.

     15.4 ESTOPPEL CERTIFICATES.

          15.4.1 CONTENTS. Upon Landlord's written request, Tenant will execute,
acknowledge and deliver to Landlord a written statement in form satisfactory to
Landlord certifying: (a) that this Lease (and all guaranties, if any) is
unmodified and in full force and effect (or, if there have been any
modifications, that this Lease is in full force and effect, as modified, and
stating the modifications); (b) that this Lease has not been canceled or
terminated; (c) the last date of payment of Rent and the time period covered by
such payment; (d) whether there are then existing any breaches or defaults by
Landlord under this Lease known to Tenant, and, if so, specifying the same; (e)
specifying any existing claims or defenses in favor of Tenant against the
enforcement of this Lease (or of any guaranties); and (f) such other factual
statements as Landlord, any lender, prospective lender, investor or purchaser
may request. Tenant will deliver the statement to Landlord within 10 Business
Days after Landlord's request. Landlord may give any such statement by Tenant to
any lender, prospective lender, investor or purchaser of all or any part of the
Property and any such party may conclusively rely upon such statement as true
and correct.

          15.4.2 FAILURE TO DELIVER. If Tenant does not timely deliver the
statement referenced in Section 15.4.1 to Landlord, Landlord and any lender,
prospective lender, investor or purchaser may conclusively presume and rely
that, except as otherwise represented by Landlord, (a) the terms and provisions
of this Lease have not been changed; (b) this Lease has not been canceled or
terminated; (c) not more than one month's Rent has been paid in advance; and (d)
Landlord is not in default in the performance of any of its obligations under
this Lease. In such event, Tenant is estopped from denying the truth of such
facts.

                                   ARTICLE 16.
                             SURRENDER; HOLDING OVER

     16.1 SURRENDER OF PREMISES. Tenant will surrender the Premises to Landlord
at the expiration or earlier termination of this Lease in good order, condition
and repair, reasonable wear and tear, Casualty (subject to Landlord's rights
with respect to any Tenant Damage) and Taking excepted, and will surrender all
keys to the Premises to Property Manager or to Landlord at the place then fixed
for Tenant's payment of Basic Rent or as Landlord or Property Manager otherwise
directs. Tenant will also inform


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Landlord of all combinations on locks, safes and vaults, if any, in the Premises
or on the Property. Tenant will at such time remove all of its property from the
Premises and, if Landlord so requires, all specified Alterations and
improvements Tenant placed on the Premises. Tenant will promptly repair any
damage to the Premises or the Property caused by such removal. Tenant releases
and will indemnify, protect, defend (with counsel reasonably acceptable to
Landlord) and hold harmless Landlord from and against any Claim resulting from
Tenant's failure or delay in surrendering the Premises in accordance with this
section, including, without limitation, any Claim made by any succeeding
occupant founded on such delay. All property of Tenant not removed on or before
the last day of the Term is deemed abandoned. Landlord may remove all such
abandoned property from the Premises and cause its transportation and storage in
a public warehouse or elsewhere at the cost and for the account of Tenant, and
if Tenant fails to pay the storage charges therefor Landlord may cause such
property to be sold or otherwise disposed of without further obligation or any
accounting to Tenant. Landlord will not be liable for damage, theft,
misappropriation or loss of any such property or in any manner in respect
thereto.

     16.2 HOLDING OVER. If Tenant possesses the Premises after the Term expires
or is otherwise terminated without executing a new lease and without Landlord's
written consent, Tenant is deemed to be occupying the Premises without claim of
right (but subject to all terms and conditions of this Lease) and, in addition
to Tenant's liability for failing to surrender possession of the Premises as
provided in Section 16.1, Tenant will pay Landlord a charge for each day of
occupancy after expiration of the Term in an amount equal to 150% of Tenant's
then-existing Basic Rent (on a daily basis), plus all Additional Rent as
described in this Lease.

                                   ARTICLE 17.
                              ADDITIONAL PROVISIONS

     17.1 INITIAL IMPROVEMENTS.

          17.1.1 Intentionally Deleted.

          17.1.2 TENANT'S IMPROVEMENTS. Landlord will cause to be constructed,
at Landlord's sole cost and expense subject to the following sentence and
further subject to Section 17.1.7 below, all Tenant's Improvements, which will
be designed and constructed in accordance with the final space plan dated
January 19, 2004, revised February 2, 2004, prepared by Jafvert Mueller
Architects, Inc., Drawing Nos. A-1, A-2 and A-3 a copy of which is attached
hereto and made a part hereof as Exhibit "G" (the "FINAL PLANS").
Notwithstanding anything to the contrary set forth in this Article 17, (a) if
Tenant elects to have four high-impact access doors constructed in the Premises
as described in Note 10 of the General Notes on the Final Plans, Tenant shall be
solely responsible for $19,750.00 of Landlord's costs for such high-impact doors
which represents the cost of the doors and installation of the doors by
Landlord; (b) Tenant shall be solely responsible for $4,208.00 of Landlord's
cost of two (2) interior windows and office sidelights to be installed as part
of Tenant's Improvements, (c) Tenant shall be solely responsible for $975.00 of
Landlord's cost for upgrades to the ceiling tiles for


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<PAGE>

the new office in the Premises to be installed as part of Tenant's Improvements,
(d) Tenant shall be solely responsible for $1,575.00 of Landlord's cost of
upgrades to the ceiling tiles for the existing office in the Premises to be
installed as part of Tenant's Improvements, and (e) Tenant shall be solely
responsible for $1,700.00 of Landlord's cost of quarry tile in the vestibule
outside the office to be installed as part of Tenant's Improvements. All of the
amounts set forth in subsections (b) through (e) above and subsection (a), if
Tenant so elects, shall be paid by Tenant to Landlord within fifteen (15) days
following the Commencement Date. Tenant's Improvements become the property of
Landlord and a part of the Building immediately upon installation.

          17.1.3 Intentionally Deleted.

          17.1.4 Project Manager/Site Superintendent. Contractor is the general
contractor for all Tenant's Improvements.

          17.1.5 Intentionally Deleted.

          17.1.6 CONSTRUCTION DRAWINGS AND SPECIFICATIONS. After Landlord
receives Tenant's final space plan, Landlord will provide Tenant with the
Construction Drawings and Specifications. Tenant will approve or disapprove
(specifically describing any reasons for disapproval) the Construction Drawings
and Specifications in writing within five Business Days after receiving them.
Any failure by Tenant to timely deliver such approval or disapproval is a Tenant
Delay until received. If Tenant disapproves the Construction Drawings and
Specifications, Landlord will provide appropriately revised Construction
Drawings and Specifications to Tenant for approval (or disapproval) within five
Business Days on the same basis as set forth above. If the review and approval
process is not concluded (with Tenant having approved the Construction Drawings
and Specifications) on or before the fifteenth (15th) Business Day following
Landlord's delivery of the initial Construction Drawings and Specifications,
then such delay is a Tenant Delay until Tenant's approval is received. After
Tenant's approval, Landlord will submit the Construction Drawings and
Specifications for permits and construction bids. Tenant will not withhold any
approval except for reasonable cause and will not act in an arbitrary or
capricious manner in connection with the review, revision, approval or
disapproval of the Construction Drawings and Specifications. If Tenant specifies
any long lead time items that would delay Substantial Completion of Tenant's
Improvements, Landlord will promptly notify Tenant and Tenant will cooperate
with Landlord to select a reasonable substitute.

          17.1.7 CHANGES TO CONSTRUCTION DRAWINGS AND SPECIFICATIONS. Tenant
will immediately notify Landlord if Tenant desires to make any changes to
Tenant's Improvements after Tenant has approved the Construction Drawings and
Specifications. If Landlord approves the revisions, Landlord will notify Tenant
of the anticipated additional cost and delay in completing Tenant's Improvements
which would be caused by such revisions. Tenant will approve or disapprove the
additional cost and delay within five Business Days after such notice. If Tenant
approves, Landlord will prepare, and Landlord and Tenant will execute, a Change
Order describing the revisions and the anticipated additional cost and delay.
Any delay relating to a request


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<PAGE>

for revisions or a Change Order is a Tenant Delay. Tenant shall pay Landlord,
upon demand, for any additional cost approved pursuant to the Change Order.

          17.1.8 TENANT'S REPRESENTATIVE. Tenant designates Jim Wohlford as the
representative of Tenant having authority to approve the Construction Drawings
and Specifications, request or approve any Change Order, and to bind Tenant by
signing such documents and all other notices and directions to Landlord
regarding Tenant's Improvements.

          17.1.9 SUBSTANTIAL COMPLETION; TENANT DELAY. Landlord will use
commercially reasonable efforts to achieve Substantial Completion of Tenant's
Improvements on or before the Delivery Date, subject to Tenant Delay and Force
Majeure. A Tenant Delay automatically extends the Delivery Date for Tenant's
Improvements and the Commencement Date but does not extend the Rent Commencement
Date of this Lease.

          17.1.10 PUNCH LIST. Not later than Substantial Completion, Landlord
and Tenant will inspect the Premises and develop a Punch List. Landlord will
complete (or repair, as the case may be) the items listed on the Punch List with
commercially reasonable diligence and speed, subject to Tenant Delay and Force
Majeure. If Tenant refuses to inspect the Premises with Landlord as reasonably
requested by Landlord prior to or upon Substantial Completion, Tenant is deemed
to have accepted the Premises as delivered, subject to any Punch List items
Landlord develops and Tenant's rights under Section 17.1.11.

          17.1.11 CONSTRUCTION WARRANTY. Landlord warrants Tenant's Improvements
against defective workmanship and materials for a period of one year after
Substantial Completion. Landlord's sole obligation under this warranty is to
repair or replace, as necessary, any defective item caused by poor workmanship
or materials if Tenant notifies Landlord of the defective item within such one
year period. Landlord has no obligation to repair or replace any item after such
one year period expires. THE WARRANTY TERMS PROVIDE THE SOLE AND EXCLUSIVE RIGHT
AND REMEDY OF TENANT FOR INCOMPLETE OR DEFECTIVE WORKMANSHIP OR MATERIALS OR
OTHER DEFECTS IN THE PREMISES IN LIEU OF ANY CONTRACT, WARRANTY OR OTHER RIGHTS,
WHETHER EXPRESS OR IMPLIED, THAT MIGHT OTHERWISE BE AVAILABLE UNDER APPLICABLE
LAW. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED.

          17.1.12 LANDLORD'S ADDITIONAL WARRANTIES. Landlord warrants that all
of the Building's systems will be in working condition and that Landlord will
cause the Premises will comply with all applicable municipal, city, county and
state fire codes as of the date of Substantial Completion so as to permit
storage of up to Class IV commodities, as defined in Minnesota State Fire
Marshal Division Fact Sheet INS-FACT-13, dated March 31, 2003, on an open
racking system not to exceed a maximum product height of twenty-one (21) feet.


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     17.2 SECURITY DEPOSIT. Concurrently with Tenant's execution of this Lease,
Tenant will deposit with Landlord the Security Deposit. If Tenant defaults with
respect to any of the terms, provisions, covenants and conditions of this Lease,
Landlord may use, apply or retain the whole or any part of the Security Deposit
for the payment of any Rent in default or any other sum which Landlord expends
by reason of Tenant's default. Tenant is not entitled to any interest on the
Security Deposit. It is expressly agreed that the Security Deposit is not an
advance rental deposit or a measure of Landlord's damages in the case of
Tenant's default. Upon application of all or any part of the Security Deposit,
Tenant must upon demand restore the Security Deposit to its original amount. No
application of the Security Deposit by Landlord will be deemed to have cured
Tenant's default. Tenant waives all provisions of Law, now or hereinafter in
force, which restrict the amount or types of claim that a landlord may make upon
a security deposit or imposes upon a landlord (or its successors) any obligation
with respect to the handling or return of security deposits. The Security
Deposit will be released to Tenant within thirty (30) days of the surrender of
the Premises to Landlord subject to any deductions entitled to be made by
Landlord pursuant to the terms of this Lease. In the event Tenant terminates
this Lease pursuant to Section 1.2.2, the Security Deposit will be released to
Tenant within ten (10) Business Days of the effective date of such termination.

     17.3 RIGHT OF FIRST OFFER. So long as no Event of Default then exists under
this Lease, Tenant will have the first right ("FIRST RIGHT") to be offered by
Landlord the opportunity to lease any space in the Building which is contiguous
to the Premises (the "FIRST RIGHT SPACE"). The First Right is subject to the
terms and conditions set forth in this section and is further subject to any
prior rights to such space granted as of the date of this Lease to any other
tenants in the Building. If at any time after the Commencement Date while this
First Right is in effect Landlord intends to lease all or any part of the First
Right Space, then Landlord will first notify Tenant that such First Right Space
is available for lease (the "AVAILABLE SPACE"). The First Right will not apply
to any leasing of all or any portion of the First Right Space that Landlord is
negotiating with another prospective tenant prior to the full execution of this
Lease. Tenant must notify Landlord in writing within five (5) days of receiving
Landlord's notice whether Tenant desires to lease the Available Space from
Landlord. If Tenant notifies Landlord that Tenant does not desire to lease the
Available Space, or if Tenant does not respond in writing to Landlord's notice
within such five (5) day period, then Landlord may freely lease the Available
Space without restriction. If Tenant notifies Landlord in writing within such
five (5) day period that Tenant desires to lease the Available Space, the
parties will thereafter negotiate for Tenant's lease of the Available Space from
Landlord. If the Available Space is comparable to the Premises in terms of
quality of leasehold improvements, size and location, as long as the office
space within such Available Space is less than or equal to 10.5% of the entire
Available Space, the initial Basic Rent rate for the Available Space shall be
equal to the amount of the annual Basic Rent per rentable square foot then in
effect under the Lease, and such Basic Rent for the Available Space shall be
increased from time to time in accordance with the increases set forth in the
schedule of Basic Rent set forth in the Basic Terms. If the office space in such
Available Space is greater than 10.5% of the entire Available Space, then the
Basic Rent rate for the Available Space will be the Fair Market Basic


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Rent, as determined by Landlord. If Landlord and Tenant fail to mutually agree
upon the terms of Tenant's lease of the Available Space and to execute a written
amendment to this Lease within ten (10) days after Tenant delivers Tenant's
offer notice to Landlord, then Landlord's obligations under this section shall
automatically terminate and be of no further force or effect at the end of such
10 day period. If Tenant's First Right is still in effect at the end of the
initial fifty-two (52) month Term, the First Right shall automatically terminate
on the last day of the initial fifty-two (52) month Term and will not apply
during any extension of the Term. The purpose of this section is to provide
notice to Tenant so that Tenant may be in a position to offer to lease such
space on a competitive basis with others, and, notwithstanding anything to the
contrary contained in this section, nothing in this section shall be deemed to
be an option or right of first refusal.

                                   ARTICLE 18.
                            MISCELLANEOUS PROVISIONS

     18.1 NOTICES. All Notices must be in writing and must be sent by personal
delivery, United States registered or certified mail (postage prepaid) or by an
independent overnight courier service, addressed to the addresses specified in
the Basic Terms or at such other place as either party may designate to the
other party by written notice given in accordance with this section. Notices
given by mail are deemed delivered within four Business Days after the party
sending the Notice deposits the Notice with the United States Post Office.
Notices delivered by courier are deemed delivered on the next Business Day after
the day the party delivering the Notice timely deposits the Notice with the
courier for overnight (next day) delivery.

     18.2 TRANSFER OF LANDLORD'S INTEREST. If Landlord Transfers (other than for
collateral security purposes) its ownership interest in the Premises, the
transferor is automatically relieved of all obligations on the part of Landlord
accruing under this Lease from and after the date of the Transfer, provided that
the transferor will deliver to the transferee any funds the transferor holds in
which Tenant has an interest (such as a security deposit). Landlord's covenants
and obligations in this Lease bind each successive Landlord only during and with
respect to its respective period of ownership. However, notwithstanding any such
Transfer, the transferor remains entitled to the benefits of Tenant's releases
and indemnity and insurance obligations (and similar obligations) under this
Lease with respect to matters arising or accruing during the transferor's period
of ownership.

     18.3 SUCCESSORS. The covenants and agreements contained in this Lease bind
and inure to the benefit of Landlord, its successors and assigns, bind Tenant
and its successors and assigns and inure to the benefit of Tenant and its
permitted successors and assigns.

     18.4 CAPTIONS AND INTERPRETATION. The captions of the articles and sections
of this Lease are to assist the parties in reading this Lease and are not a part
of the terms or provisions of this Lease. Whenever required by the context of
this Lease, the singular includes the plural and the plural includes the
singular.


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<PAGE>

     18.5 RELATIONSHIP OF PARTIES. This Lease does not create the relationship
of principal and agent, or of partnership, joint venture, or of any association
or relationship between Landlord and Tenant other than that of landlord and
tenant.

     18.6 ENTIRE AGREEMENT; AMENDMENT. The Basic Terms and all exhibits, addenda
and schedules attached to this Lease are incorporated into this Lease as though
fully set forth in this Lease and together with this Lease contain the entire
agreement between the parties with respect to the improvement and leasing of the
Premises. All prior and contemporaneous negotiations, including, without
limitation, any letters of intent or other proposals and any drafts and related
correspondence, are merged into and superseded by this Lease. No subsequent
alteration, amendment, change or addition to this Lease (other than to the
Property Rules) is binding on Landlord or Tenant unless it is in writing and
signed by the party to be charged with performance.

     18.7 SEVERABILITY. If any covenant, condition, provision, term or agreement
of this Lease is, to any extent, held invalid or unenforceable, the remaining
portion thereof and all other covenants, conditions, provisions, terms and
agreements of this Lease will not be affected by such holding, and will remain
valid and in force to the fullest extent permitted by law.

     18.8 LANDLORD'S LIMITED LIABILITY. Tenant will to look solely to Landlord's
interest in the Property for recovering any judgment or collecting any
obligation from Landlord or any other Landlord Party. Tenant agrees that neither
Landlord nor any other Landlord Party will be personally liable for any judgment
or deficiency decree. In no event is Landlord or any Landlord Party liable to
Tenant or any other person for consequential, indirect, special or punitive
damages.

     18.9 SURVIVAL. All of Tenant's obligations under this Lease (together with
interest on payment obligations at the Maximum Rate) accruing prior to
expiration or other termination of this Lease survive the expiration or other
termination of this Lease. Further, all of Tenant's releases and
indemnification, defense and hold harmless obligations under this Lease survive
the expiration or other termination of this Lease, without limitation.

     18.10 ATTORNEYS' FEES. If either Landlord or Tenant commences any
litigation or judicial action to determine or enforce any of the provisions of
this Lease, the prevailing party in any such litigation or judicial action is
entitled to recover all of its costs and expenses (including, but not limited
to, reasonable attorneys' fees, costs and expenditures) from the nonprevailing
party.

     18.11 BROKERS. Landlord and Tenant each represents and warrants to the
other that it has not had any dealings with any realtors, brokers, finders or
agents in connection with this Lease (except as may be specifically set forth in
the Basic Terms) and each releases and agrees to indemnify the other from and
against any Claims based on the failure or alleged failure to pay any realtors,
brokers, finders or agents (other than any brokers specified in the Basic Terms)
and from any cost, expense or


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liability for any compensation, commission or changes claimed by any realtors,
brokers, finders or agents (other than any brokers specified in the Basic Terms)
claiming by, through or on behalf of it with respect to this Lease or the
negotiation of this Lease. Landlord will pay any brokers named in the Basic
Terms in accordance with the applicable listing agreement for the Property.

     18.12 TENANT'S WAIVER. To the fullest extent allowable under the Laws,
Tenant agrees that, except as expressly provided in this Lease, the Landlord
Parties are not liable to Tenant or any other person for, and Tenant releases
the Landlord Parties from and waives, any and all Claims resulting or arising,
directly or indirectly, from (a) any existing or future breakage, defect,
insufficiency, inadequacy, malfunction, interruption, failure, breakdown or
similar problem in the Premises or on the Property; (b) any equipment, system or
appurtenance becoming out of repair, malfunctioning or failing to function; or
(c) any occurrence, event, situation, Casualty, activity, injury, emergency,
condition or happening whatsoever at the Property, whether or not insured or
insurable. This agreement, waiver and release applies regardless whether the
Claim arises (i) from personal injury, property damage, or otherwise; (ii) from
the act, omission, negligence, fault or misconduct of other tenants or occupants
of the Property, any Landlord Party, or any other person whatsoever; and/or
(iii) from an act of God, Force Majeure, or any other cause or reason
whatsoever. Nothing in this section, however, relieves Landlord from any
liability to Tenant (A) under the Warranty Terms; or (B) for any damage to
Tenant's Personal Property if such damage is caused by the gross negligence or
willful misconduct of Landlord.

     18.13 GOVERNING LAW. This Lease is governed by, and must be interpreted
under, the internal laws of the state in which the Property is located. Any suit
arising from or relating to this Lease must be brought in the county in which
the Property is located or, if the suit is brought in federal court, in any
federal court appropriate for suits arising in such county; Landlord and Tenant
waive the right to bring suit elsewhere.

     18.14 TIME IS OF THE ESSENCE. Time is of the essence with respect to the
performance of every provision of this Lease in which time of performance is a
factor.

     18.15 JOINT AND SEVERAL LIABILITY. All parties signing this Lease as Tenant
and any Guarantor(s) of this Lease are jointly and severally liable for
performing all of Tenant's obligations under this Lease.

     18.16 NO ACCORD AND SATISFACTION. No statement on a payment check from
Tenant or in a letter accompanying a payment check is binding on Landlord.
Landlord may, with or without notice to Tenant, negotiate such check without
being bound to the conditions of any such statement. No acceptance by Landlord
of full or partial Rent during the continuance of any breach or default by
Tenant constitutes a wavier of any such breach or default. If Tenant pays any
amount other than the actual amount due Landlord, receipt or collection of such
partial payment does not constitute an accord and satisfaction. Landlord may
retain any such partial payment, whether restrictively endorsed or otherwise,
without prejudice to Landlord's right to collect the balance properly due. If
all or any portion of any payment is dishonored for any reason,


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<PAGE>

payment will not be deemed made until the entire amount due is actually
collected by Landlord. The foregoing provisions apply in kind to the receipt or
collection of any amount by a lock box agent or other person on Landlord's
behalf.

     18.17 TENANT'S ORGANIZATION DOCUMENTS; AUTHORITY. If Tenant is an entity,
Tenant will, within 10 days after Landlord's written request, but no more than
one (1) time in any twelve (12) month period unless requested in connection with
the financing, refinancing or sale of the Building, deliver to Landlord: (a)
Certificate(s) of Good Standing from the state of formation of Tenant and, if
different, the State, confirming that Tenant is in good standing under the laws
governing formation and qualification to transact business in such state(s); and
(b) a copy of Tenant's organizational documents and any amendments or
modifications thereof, certified as true and correct by an appropriate official
of Tenant. Tenant and each individual signing this Lease on behalf of Tenant
represents and warrants that they are duly authorized to sign on behalf of and
to bind Tenant and that this Lease is a duly authorized, binding and enforceable
obligation of Tenant.

     18.18 FORCE MAJEURE. If Landlord or Tenant is delayed or prevented from
performing any obligation under this Lease (excluding, however, the payment of
money) by reason of Force Majeure, the performance of such obligation will be
excused for a period equal to (a) the duration of the Force Majeure event, or
(b) if longer, the period of delay actually caused by the Force Majeure event.

     18.19 MANAGEMENT. Property Manager is authorized to manage the Property.
Landlord appointed Property Manager to act as Landlord's agent for leasing,
managing and operating the Property. The Property Manager then serving is
authorized to accept service of process and to receive and give notices and
demands on Landlord's behalf.

     18.20 FINANCIAL STATEMENTS. Tenant will, prior to Tenant's execution of
this Lease and within 10 days after Landlord's request at any time during the
Term, but no more than one (1) time in any twelve (12) month period unless
requested in connection with the financing, refinancing or sale of the Building,
deliver to Landlord complete, accurate and most recent quarterly financial
statements with respect to Tenant and any Guarantor(s) or other parties
obligated upon this Lease, which quarterly financial statements must be (a)
prepared according to generally accepted accounting principles consistently
applied, and (b) certified by an independent certified public accountant or by
Tenant's (or Guarantor's, as the case may be) chief financial officer that the
same are a true, complete and correct statement of Tenant's (or Guarantor's)
financial condition as of the date of such quarterly financial statements.

     18.21 QUIET ENJOYMENT. Landlord covenants and agrees that Tenant will
quietly hold, occupy and enjoy the Premises during the Term, subject to the
terms and conditions of this Lease free from molestation or hindrance by
Landlord or any person claiming by, through or under Landlord, if Tenant pays
all Rent as and when due and keeps, observes and fully satisfies all other
covenants, obligations and agreements of Tenant under this Lease.


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     18.22 NO RECORDING. Tenant will not record this Lease or any memorandum of
this Lease.

     18.23 NONDISCLOSURE OF LEASE TERMS. The Financial Terms and Conditions of
this Lease constitute proprietary information of Landlord that Tenant will keep
confidential. Tenant's disclosure of the Financial Terms and Conditions of this
Lease could adversely affect Landlord's ability to negotiate other leases and
impair Landlord's relationship with other tenants. Accordingly, Tenant will not,
directly or indirectly, disclose the Financial Terms and Conditions of this
Lease to any other tenant or prospective tenant of the Property or to any other
person or entity other than Tenant's employees and agents who have a legitimate
need to know such information (and who will also keep the same in confidence).

     18.24 CONSTRUCTION OF LEASE AND TERMS. The terms and provisions of this
Lease represent the results of negotiations between Landlord and Tenant, each of
which are sophisticated parties and each of which has been represented or been
given the opportunity to be represented by counsel of its own choosing, and
neither of which has acted under any duress or compulsion, whether legal,
economic or otherwise. Consequently, the terms and provisions of this Lease must
be interpreted and construed in accordance with their usual and customary
meanings, and Landlord and Tenant each waive the application of any rule of law
that ambiguous or conflicting terms or provisions contained in this Lease are to
be interpreted or construed against the party who prepared the executed Lease or
any earlier draft of the same. Landlord's submission of this instrument to
Tenant for examination or signature by Tenant does not constitute a reservation
of or an option to lease and is not effective as a lease or otherwise until
Landlord and Tenant both execute and deliver this Lease. The parties agree that,
regardless of which party provided the initial form of this Lease, drafted or
modified one or more provisions of this Lease, or compiled, printed or copied
this Lease, this Lease is to be construed solely as an offer from Tenant to
lease the Premises, executed by Tenant and provided to Landlord for acceptance
on the terms set forth in this Lease, which acceptance and the existence of a
binding agreement between Tenant and Landlord may then be evidenced only by
Landlord's execution of this Lease.

     18.25 UNRELATED BUSINESS INCOME. The provisions of this Lease to the
contrary notwithstanding, so long as Teachers Insurance and Annuity Association
of America ("TEACHERS") shall be the holder of a mortgage placed upon the
Premises or the Property, the following provisions shall apply:

          (i) Basic Rent and Additional Rent will not be based in whole or in
          part on the income or profits derived from the Premises;

          (ii) If Teachers, as the holder of a mortgage upon the Premises or the
          Property, succeeds to the Landlord's interest under this Lease and is
          advised by its counsel that all or any portion of the Basic Rent or
          Additional Rent payable under this Lease is or may be deemed to be
          unrelated business income within the meaning of the Internal Revenue


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          Code of 1986 or regulations issued thereunder, Teachers may elect to
          amend unilaterally the calculation of Basic Rent or Additional Rent so
          that none of the Basic Rent or Additional Rent payable to Teachers
          under this Lease will constitute unrelated business income; provided
          however, such amendment will not increase Tenant's payment obligations
          or other liability under this Lease or reduce the Landlord's
          obligations under this Lease; and

          (iii) If the Provisions of subsection (ii) above apply, and if
          Teachers requests, the Tenant agrees to execute any document Teachers
          requests which is reasonably necessary to effect such amendment of
          this Lease.

          Tenant acknowledges the foregoing and agrees to incorporate the
foregoing provisions in any sublease of all or any portion of the Premises so
that such provisions apply in the same manner to any sublease of all or any
portion of the Premises as they apply to this Lease of the Premises.

                            [SIGNATURE PAGE FOLLOWS]


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     Landlord and Tenant have each caused this Lease to be executed and
delivered by their duly authorized representatives to be effective as of the
Effective Date.

                                        LANDLORD:

Date executed by Landlord:              OIRE NATIONAL MINNESOTA, L.L.C.,
February 20, 2004                       a Delaware limited liability company


                                        By: /s/ Wade Lau
                                            ------------------------------------
                                        Name: Wade Lau
                                        Title: Vice President


                                        TENANT:
                                        DECADE INDUSTRIES, INC., D/B/A SANUS
                                        SYSTEMS, a Minnesota corporation


                                        By: /s/ Jim Wohlford
                                            ------------------------------------
                                        Name: Jim Wohlford
                                        Title: President


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