Exhibit 10.1

                                 LEASE AGREEMENT


This LEASE AGREEMENT ("Lease") is made and entered into this day of December,
1999 by and between CSM PROPERTIES, INC., a Minnesota corporation, ("Landlord")
and QUANTECH LTD., a Minnesota corporation, ("Tenant").

SECTION 1. FUNDAMENTAL LEASE TERMS. Subject to the covenants, terms and
conditions of this Lease as more particularly set forth herein, the fundamental
terms of this Lease are as follows:

A.       Premises (Section 2): Approximately 8,328 square feet of warehouse
         space, 7,340 square feet of manufacturing space, 5,114 square feet of
         office space, and 90 square feet of Common Building Areas (defined
         herein) (for a total of 20,872 rentable square feet of area) within the
         Project (defined herein) containing approximately 73,465 total rentable
         square feet of area and commonly known as the WATERS BUSINESS CENTER
         PHASE II.

B.       Initial Lease Term (Section 4): Eighty-four and one-half months (84
         1/2) full calendar months, commencing on April 15, 2000, and expiring
         on April 30, 2007.

C.       Base Rent (Section 5):

              Months           Monthly Base Rent          Per Sq. Ft.

              1-48                $15,967.08                 $ 9.18
              49-84               $17,462.91                 $10.04

         Option Term:
              85-144              $19,202.24                 $11.04

         Base Rent shall be subject to adjustment pursuant to the terms of this
         Lease.

D.       Proportionate Share (Section 7): Twenty-eight and 41/100 percent
         (28.41%), subject to adjustment pursuant to the terms of this Lease.

E.       Permitted Use (Section 10): General office, warehouse, and
         manufacturing and production of medical products in accordance with
         Food and Drug Administration standards.

F.       Security Deposit (Section  24): Sixteen Thousand One Hundred
         Fifty-eight  and  41/100  Dollars ($16,158.41).

G.       Address of Premises:  815 Northwest Parkway, Suite #100, Eagan, MN
         55121

H.       Addresses for Invoices and Payments:

         If to Landlord:                       If to Tenant:

         CSM PROPERTIES, INC.                  QUANTECH LTD.
         c/o CSM CORPORATION                   815 NORTHWEST PARKWAY, SUITE 100
         2575 UNIVERSITY AVE. W.,              EAGAN, MN  55121
         SUITE 150                             Attn:   Greg Freitag
         ST. PAUL, MN  55114-1024
         Phone: (651) 646-1717

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I.       Addresses for Legal Notices (Section 19):

         If to Landlord:                       If to Tenant:

         CSM CORPORATION                       QUANTECH LTD.
         2575 UNIVERSITY AVE. W.,              815 NORTHWEST PARKWAY, SUITE 100
         SUITE 150                             EAGAN, MN 55121
         ST. PAUL, MN  55114-1024              Attn:  Greg Freitag
         Attn: Director of Property Management

         (with copy to:)

         CSM CORPORATION
         2575 UNIVERSITY AVE. W.,
         SUITE 150
         ST. PAUL, MN 55114-1024
         Attn: General Counsel

SECTION 2. PREMISES.

A.       Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
         the premises ("Premises") comprised of approximately 8,328 square feet
         of warehouse space, 7,340 square feet of manufacturing space, 5,114
         square feet of office space, and 90 square feet of Common Building
         Areas (20,872 total rentable square feet of area), which is depicted in
         the site plan attached hereto as EXHIBIT A. The building in which the
         Premises is located ("Building"), all other improvements within the
         area outlined on EXHIBIT A, Common Areas (as defined herein), and the
         real property underlying the same are collectively referred to herein
         as the "Project". The Project is commonly known as the WATERS BUSINESS
         CENTER PHASE II, is located at the street address of 815 Northwest
         Parkway, Eagan, Minnesota, is comprised of approximately 73,465 total
         rentable square feet of area. Landlord warrants that on the Lease
         Commencement Date the Premises shall be in compliance with all
         applicable laws, codes and ordinances, and all Building systems shall
         be in good working order and condition.

B.       For the purposes of this Lease, the determination of the number of
         rentable square feet in the Premises, the Building, and the Project
         shall be made by measuring from the exterior face of exterior walls,
         and from the midline or centerpoint of interior or party walls.
         "As-built" measurements will be taken of the Building and Premises as
         soon as construction has progressed to the point where such measurement
         is possible. Landlord will certify such "as built" measurements to
         Tenant and thereafter, Landlord and Tenant shall execute an addendum to
         this Lease in the form of attached EXHIBIT B, confirming said
         measurements and adjusting (i) the area of the Building, Premises and
         Project, (ii) the Base Rent, and (iii) Tenant's pro rata share, to
         reflect the actual rentable square feet of area of the Building,
         Premises and Project, and such addendum shall thereupon be deemed
         attached hereto, incorporated herein, and by this reference made a part
         of this Lease. Until such time as said as-built measurements are
         available, Tenant agrees that the estimated square footage of the
         Premises and Project as set forth in Section 1.A. above shall be
         utilized to compute Base Rent, Tenant's pro-rata share of Operating
         Expenses, and any other sums due hereunder based in whole or in part on
         the square footage of the Premises, Building, or the Project.

SECTION 3. COMMON AREAS. Tenant and its employees, invitees and customers shall
have the non-exclusive right to use, in common with Landlord and all other
tenants and occupants of the Project, and their respective employees, invitees
and customers, without charge, all areas and facilities of the Project outside
the Premises and within the exterior boundaries of the Project that are provided
and designated by Landlord from time to time for the general use and convenience
of such parties (collectively, "Common Areas"). The term "Common Areas" shall
include, without limitation, (i) all common mechanical rooms, utility rooms,
restrooms, vestibules, stairways or corridors within the building(s) not
intended to selectively serve one or more tenants (herein, "Common Building
Areas"), and (ii) all exterior pedestrian walkways, patios, landscaped areas,

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sidewalks, service drives, plazas, malls, throughways, loading areas and parking
areas not exclusively reserved to particular tenants, entrances, exits,
driveways, and roads.

SECTION 4. LEASE TERM.

A.       Tenant hereby takes the Premises from Landlord, upon and subject to the
         covenants, terms and conditions hereinafter set forth, for the term
         (herein, "term of this Lease" or "Lease Term") commencing on April 15,
         2000 ("Commencement Date") and continuing through and including April
         30, 2007 ("Expiration Date"). Except as set forth in this section, if
         Landlord for any reason whatsoever (except Tenant's default) cannot
         deliver possession of the Premises to the Tenant on the Commencement
         Date, this Lease shall not be void or voidable, nor shall Landlord be
         liable for any loss or damage resulting therefrom, however, (i) all
         Rent shall be abated until Landlord delivers possession of the Premises
         to Tenant, and (ii) the Commencement Date shall be the actual date
         Landlord delivers possession of the Premises to Tenant and the
         Expiration Date shall be the last day of the 84th full calendar month
         thereafter. Landlord agrees to provide Tenant early occupancy of the
         Premises on March 1, 2000, under the same terms and conditions set
         forth herein, exclusive of payment of Base Rent and Operating Expenses.
         Notwithstanding the above, in the event that Landlord has not provided
         early occupancy of the Premises to Tenant in the condition required
         herein on or before March 15, 2000, and said delay was not contributed
         to by Tenant, then Landlord shall provide Tenant one-half (1/2) day of
         free Base Rent for each day the Premises has not been delivered after
         March 15, 2000, until April 1, 2000. In the event that Landlord has not
         provided early occupancy of the Premises to Tenant in the condition
         required herein on or before April 1, 2000, and said delay was not
         contributed to by Tenant, then Landlord shall provide Tenant one (1)
         day of free Base Rent for each day the Premises has not been delivered
         after April 30, 2000, until such date that Landlord delivers the
         Premises.

         In the event that Landlord has not delivered the Premises to Tenant in
         the condition required herein on or before May 1, 2000, and said delay
         was not contributed to by Tenant, then Tenant shall have the option to
         terminate this Lease with no further obligation upon delivery of
         written notice delivered to Landlord no later than May 5, 2000 and
         before Landlord delivers the Premises to Tenant.

B.       Tenant shall have the option to extend the term of this Lease for one
         (1) additional sixty (60) month term under the same terms and
         conditions contained herein, provided however, that the Base Rent shall
         be adjusted as set forth in Section 1.C. of this Lease. Tenant may
         exercise its option term by delivering written notice to Landlord,
         stating its irrevocable intent to exercise the option term, not less
         than 270 days prior to the expiration of the Lease Term. In the event
         that Tenant fails to deliver timely notice of its intent to exercise
         the option term, Tenant's right to the option term shall be deemed null
         and void. It shall be a condition of the exercise of the option term
         that Tenant not be in Default pursuant to Section 18 of this Lease.

SECTION 5. RENT. Tenant agrees to pay Landlord monthly in advance, without
demand, offset, abatement or deduction, except as set forth herein, as base rent
during the term of this Lease ("Base Rent"), the sum of money set forth in
Section 1.C. of this Lease, which has been computed based upon the total
rentable area of the Premises.

The initial monthly installment of Base Rent shall be due and payable on or
before the Commencement Date and all succeeding installments of Base Rent shall
be due and payable on or before the first day of each succeeding calendar month
during the term of this Lease; provided, however, that if the Commencement Date
is other than the first day of a calendar month, then the monthly Rent for such
partial month shall be prorated based on the number of days in such partial
month and paid in advance. Tenant shall also pay to Landlord, as additional
rent, all other sums due under this Lease and the word "Rent", as used in this
Lease, shall mean the Base Rent and the additional rent payable hereunder. All
Rent shall be payable to Landlord at the address set forth in Section 1.H.
above, or at such other address as may from time to time be designated by
Landlord.

If any Rent or other sum due from Tenant is not received by Landlord on or
before the fifth (5th) day of the month for which the Rent or such sum is due, a
late payment charge of five percent (5%) of such past due amount shall become
due and payable in addition to such amounts owed under this Lease.

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SECTION 6. SURRENDER OF POSSESSION AND HOLDING OVER.

In the event that Tenant does not vacate the Premises upon the expiration or
termination of this Lease, Landlord shall have the option to treat Tenant's
occupancy for the holdover period as either an at will occupancy or a month to
month occupancy and all of the terms and provisions of this Lease shall be
applicable during that period, except that Tenant shall pay Landlord as Base
Rent for the holdover period an amount equal to one and one-half (1.5) times the
rate of Base Rent in effect on the date of expiration or termination of this
Lease, together with all additional rent and other sums and charges as provided
in this Lease. Notwithstanding Landlord's election to treat Tenant's occupancy
as either an at will or month to month occupancy, Tenant agrees to vacate and
deliver the Premises to Landlord at any time during the holdover period upon
Tenant's receipt of notice from Landlord to vacate. The Rent payable during the
holdover period shall be payable to Landlord either on demand or without demand,
at Landlord's option. No holding over by Tenant, whether with or without the
consent of Landlord, shall operate to extend the term of this Lease. Nothing
contained herein shall be construed to give Tenant any right to hold over or to
impair or limit any of Landlord's rights and remedies set forth in this Lease if
Tenant holds over, including without limitation, the right to terminate this
Lease at any time during such holdover period, to recover possession of the
Premises from Tenant, or to recover damages from Tenant from such holding over.

SECTION 7. OPERATING EXPENSES. Tenant shall also pay Landlord monthly in
advance, without demand, offset, abatement or deduction, except as set forth
herein, as additional rent during the Lease Term, Tenant's Proportionate Share
of all costs which Landlord may incur in owning, maintaining, operating,
repairing and replacing the building(s), Common Areas and all other improvements
within the Project. All such costs are referred to herein as "Operating
Expenses" and are hereby defined to include, without limitation, the following:
(a) maintenance, operational, repair and replacement costs; (b) electricity,
fuel, water, sewer, gas and other common utility charges for the Project; (c)
equipment used to perform maintenance, operation, repair or replacement work for
the Project; (d) exterior window washing and janitorial services; (e) debris,
snow and ice removal; (f) landscaping; (g) management fees (not to exceed 4% of
gross Rent); (h) wages and benefits payable to employees of Landlord employed to
perform maintenance, operation, repair or replacement work for the Project; (i)
all services, supplies, repairs, replacements or other expenses for maintaining,
operating, repairing or replacing the Project; (j) improvements made to the
Project which are required under any governmental law or regulation that was not
applicable to the Project at the time it was constructed; (k) installation of
any device or other equipment which improves the operating efficiency of any
system within the Premises or the Project and thereby reduces Operating
Expenses; (l) all real property taxes and installments of special assessments
due and payable during the term of the Lease, including dues and assessments by
means of covenants, conditions, easements or restrictions of record and/or
owners' associations which accrue against the Project during the term of this
Lease and legal fees incurred in connection with actions to reduce the same
(excluding any special assessments relating to the initial construction of the
Project); (m) all insurance premiums Landlord is required to pay, including
without limitation, fire and extended coverage, commercial general liability
insurance, rent loss insurance and other insurance reasonably required by
Landlord with respect to the Project (and all costs borne by Landlord in
repairing damage caused by risks which, though insured under such insurance
policies, are not covered due to "deductible" provisions therein); (n)
maintenance, repair and testing of fire sprinkler systems; (o) the yearly
amortization of major non-recurring capital expenditures, costs and repairs
which shall be amortized over the useful life of the expenditure, cost or repair
as determined by Landlord, and (p) all other expenses which would generally be
regarded as operating, repair, replacement and maintenance expenses or Common
Area expenses. Notwithstanding the above, Operating Expenses shall not include
the following expenses:

         1.       Original Construction. All costs incurred in connection with
                  or directly related to the original construction (as
                  distinguished from operation, repair, maintenance and
                  replacement) of the Project.

         2.       Initial Development. Legal and other fees, leasing
                  commissions, advertising expenses and other costs incurred in
                  connection with acquisition of the land, or the original
                  development or original leasing of the Project.

         3.       Equipment and Systems Leasing. The costs of renting or leasing
                  anything other than items, the purchase price of which could
                  be included in Operating Expenses hereunder, except that this
                  shall not preclude Landlord from renting tools, equipment or
                  machinery utilized to perform its maintenance, repair and
                  replacement obligations.


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         4.       Compliance with Laws. The cost of changes to the Building
                  (excluding the Premises), the parking structure, or the
                  appurtenances made in order to comply with any laws, statutes,
                  ordinances, rules or directives in existence on the date of
                  this Lease and not related to Tenant's specific use of the
                  Premises.

         5.       Employee Limitation. All costs for any employees of Landlord
                  above the rank of building manager and reasonable allocation
                  of the costs of all employees of Landlord at or below the rank
                  of building manager whose duties include work on other
                  buildings or projects of Landlord or on activities the costs
                  of which are otherwise excluded from operating costs.

         6.       Management and Accounting Services. Other than the agreed upon
                  management fee set forth in Section 7(g) above, all costs and
                  expenses associated with management and accounting services
                  for the Project including but not limited to all expenses of a
                  centralized office, the wages, salaries, bonuses and benefits
                  of all management personnel, costs of preparation and handling
                  of accounts receivable and accounts payable, and the payment
                  of any rent, operating expenses or taxes for an on-site
                  management office.

         7.       Depreciation. Any charge for depreciation or amortization of
                  the cost of any of the original improvements of the Project.

         8.       Ground Leases and Easements. Any charges for ground leases or
                  other underlying leases, easements or any other similar or
                  dissimilar use fees or other costs related to the use of the
                  land.

         9.       Financing Costs. Financing and refinancing costs, interest on
                  debt or amortization payments on any mortgage or mortgages.

         10.      Correcting Defects. Costs of correcting defects in the design
                  or construction of the Building, the major Building systems or
                  the material used in the construction of the Building
                  (including latent defects in the Building or the inadequacy of
                  design of the Building) or in the Building equipment or
                  appurtenances thereto.

         11.      Damage by Other Tenants. The costs of any repair to remedy
                  damage caused by or resulting from the negligence of any other
                  tenants in the Project, including their agents, servants,
                  employees or invitees, together with the costs and expenses
                  incurred by Landlord in attempting to recover such costs, but
                  only to the extent Landlord actually recovers all of the
                  foregoing costs from such other tenants.

         12.      Leasing Costs. All costs related to any leasing or releasing
                  of the Project.

         13.      Improvements to Rentable Areas. Costs incurred in renovating
                  or otherwise improving or decorating or redecorating space
                  (including painting, carpet shampooing, drapery cleaning and
                  wall washing) for tenants or other occupants in the Building
                  or vacant rentable space in the Building and costs incurred by
                  Landlord, whether or not reimbursed to Landlord by other
                  tenants, in connection with installation of above-shell
                  condition improvements.

         14.      Bad Debts or Rent Loss. A bad debt loss, rent loss or reserves
                  for bad debts or rent loss, provided, however, the cost of
                  purchasing rent loss insurance shall not be excluded.

         15.      Affiliates - Excessive Payments. Any item of cost which
                  represents an amount paid to an affiliate of Landlord or an
                  affiliate of any partner or shareholder of Landlord, or to the
                  Building management company or an affiliate of the Building
                  management company, to the extent the same is in excess of the
                  reasonable cost of said item or service in an arms length
                  transaction. For the purposes hereof "affiliate" shall include
                  subsidiaries of Landlord or any person or entity that directly
                  or indirectly through one or more intermediaries controls or
                  is controlled by or is under common control with Landlord or
                  the Building management company.

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         16.      Bad Faith Payments - Kickbacks. Costs or expenses incurred by
                  Landlord which represent amounts spent by Landlord or its
                  agents in bad faith and an amount equal to any costs which
                  represent any payments received by Landlord or the Building
                  manager, or the employees or officers of either, from
                  suppliers of goods or services as kick-backs, finders fees,
                  expediting fees or other similar fees.

         17.      Operation of Landlord's Business; Tax Protest; Preservation of
                  Asset. Any and all costs (including legal fees and costs of
                  lawsuits) associated with the operation of the business of the
                  entity which constitutes Landlord or preservation of the
                  Landlord's interest in the Building; excluded items shall
                  specifically include, but shall not be limited to, formation
                  of the entity, internal accounting and legal matters,
                  including but not limited to preparation of tax returns and
                  financial statements and gathering of data therefor, costs of
                  defending any lawsuits with any mortgagee, costs of selling,
                  syndication, financing, mortgaging or hypothecating any of the
                  Landlord's interest in the Project, costs of any disputes
                  between Landlord and tenants within the Project including,
                  without limitation, Tenant. Landlord may pass through legal
                  fees and other costs associated with property tax reduction
                  protest procedures as a component of Operating Expenses.

         18.      Tenant Specific Costs. All costs and expenses arising solely
                  out of the specific needs or character of a particular tenant
                  or such tenant's officers, employees, agents or customers,
                  whether or not Landlord recovers such costs from such tenant.
                  Any increased costs resulting from Landlord permitting third
                  parties to use the common elements of the Project for income
                  producing activities.

         19.      Disproportionate Costs; Excess Services. All costs and
                  expenses resulting from the delivery to other tenants of
                  services, utilities, or the use of building facilities or
                  other benefits which are either proportionately greater in
                  quantity or higher in quality than those delivered to Tenant
                  regardless of whether or not the cost of such services is
                  recovered by Landlord.

         20.      Excess HVAC. Landlord's costs of excess electricity,
                  incremental heating, ventilation, or air conditioning and
                  other services sold or provided to tenants which are
                  proportionately greater than those provided to Tenant whether
                  or not Landlord is entitled to be reimbursed by such tenants.

         21.      Landlord's Negligence. Any expense incurred as a result of the
                  adjudicated negligence of Landlord, its agents, servants or
                  employees.

         22.      Reimbursed Costs. Any items not otherwise excluded to the
                  extent Landlord is reimbursed therefore by insurance or
                  otherwise compensated, including direct reimbursement by any
                  tenant, less the out-of-pocket cost of collection (including,
                  without limitation, reasonable attorneys' fees).

         23.      Interest and Penalties. All interest or penalties incurred as
                  a result of Landlord's failure to pay any costs or taxes as
                  the same shall become due.

         24.      Duplicate Charges. Any costs which would duplicate other costs
                  theretofore including in Operating Expenses.

         25.      Rent Loss Insurance. The cost of rent loss insurance which
                  insures against rent loss for a period in excess of 24 months.

         The following items shall be credited to and shall be used to reduce
Operating Expenses:

         1.       Income from Common Areas. Any income from use, seasonal or
                  otherwise, of common areas in the Project, to the extent that
                  the fees for such use exceed the costs of permitting such use.

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         2.       Cash Discounts. Any cash discounts received by early or prompt
                  payment.

Tenant's proportionate share of Operating Expenses ("Proportionate Share") shall
be equal to a fraction, the numerator of which is the total rentable square
footage of the Premises, and the denominator of which is the total rentable
square footage of the Project. Landlord may invoice Tenant monthly for one
twelfth (1/12th) of Tenant's estimated annual Proportionate Share of Operating
Expenses for each calendar year, which amount shall be adjusted from
time-to-time by Landlord based upon anticipated Operating Expenses. Tenant's
Proportionate Share of Operating Expenses for the years in which the Lease Term
commences and terminates shall be prorated as equitably determined by Landlord
based upon the Commencement Date and date of termination of the Lease Term.
Notwithstanding anything contained herein to the contrary, during the year in
which this Lease terminates, Landlord, prior to the termination date, shall have
the option to invoice Tenant for Tenant's Proportionate Share of the Operating
Expenses based upon the previous year's Operating Expenses.

Within six (6) months following the close of each calendar year, Landlord shall
provide Tenant an accounting showing in reasonable detail the computations of
Operating Expenses due pursuant to this Section, provided, however, that
Landlord's failure to timely provide any such accounting within the applicable
six (6) month period shall not relieve Tenant of its obligation to pay any sums
due to Landlord relative to any such reconciliation. If the accounting shows
that the total of the monthly payments made by Tenant exceeds the amount of
Operating Expenses due by Tenant under this Section, the accounting shall be
accompanied by evidence of a credit to Tenant's account, except that if the
Lease Term has expired, then the amount of the credit shall be paid to Tenant.
If the accounting shows that the total of the monthly payments made by Tenant is
less than the amount of Operating Expenses due by Tenant under this Section, the
accounting shall be accompanied by an invoice for the additional Operating
Expenses due from Tenant and Tenant shall pay Landlord the amount set forth in
the invoice within (10) days following receipt of same.

Within one hundred eighty (180) days after receipt of Landlord's annual
reconciliation statement for Operating Expenses, Tenant may audit Landlord's
books and records relative to computation of Operating Expenses referenced in
said reconciliation statement. If Tenant does not perform such audit within said
one hundred eighty (180) day period, Tenant shall be deemed to have waived its
right audit the applicable reconciliation statement and charges referenced
therein. Tenant may perform only one (1) such audit in each calendar year during
the Lease Term. Any such audit shall be performed at the offices of Landlord and
shall be performed at Tenant's sole cost and expense; provided, however, in the
event the audit reveals that Landlord has overcharged Tenant by more than five
percent (5%), then, in addition to refunding the overpayment, Landlord shall pay
the reasonable cost of the audit, excluding the cost of travel, lodging and
meals.

SECTION 8. UTILITIES. Commencing on the earlier of the Commencement Date or the
date Landlord delivers possession of the Premises to Tenant, Tenant shall also
pay when due, without demand, offset or deduction, as additional rent during the
Lease Term, all charges for utilities furnished to or for the use or benefit of
Tenant or the Premises. All utilities except water and sewer service for the
Premises will be separately metered and Tenant shall pay consumption charges for
the same directly to the utility provider when due. Consumption charges for any
utilities not separately metered shall be included within the definition of
Operating Expenses set forth in Section 7 above; provided, however, that if
Tenant and one or more (but less than all) other tenants of the Project share a
utility meter, then Tenant shall pay Landlord monthly one-twelfth (1/12) of
Tenant's annual estimated pro-rata share of consumption charges for such shared
utility service as equitably determined by Landlord. Landlord shall not be
liable for damages or otherwise, and Tenant shall have no right of demand,
offset, abatement or deduction, if any utility provider's service to the
Premises is interrupted or impaired by weather, fire, accident, riot, strike,
act of God, the making of necessary repairs or improvements, or any other causes
beyond the reasonable control of Landlord. If any public authorities require a
reduction in energy consumption in the use or operation of the Project, Tenant
agrees to conform to such requirements in accordance with reasonable, uniform
and non-discriminatory standards established by Landlord.

SECTION 9. ADDITIONAL TAXES. If applicable in the jurisdiction where the
Premises are located, Tenant shall pay and be liable for all rental, sales and
use taxes or other similar taxes arising from Tenant's operation of its business
within the Premises, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payments to be in addition to all
other payments required to be paid to Landlord under the terms of this Lease.
Any such payment shall be paid concurrently with the payment of the Base Rent,
additional rent, Operating Expenses or other charge upon which the tax is based
as set forth above.


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SECTION 10. PERMITTED USE. The Premises are leased to Tenant solely for the use
and purpose set forth in Section 1.E. of this Lease ("Permitted Use"). Tenant
shall not use, occupy, or permit the use or occupancy of the Premises or any
portion thereof for any other use or purpose whatsoever, without obtaining the
prior written consent of Landlord given in its reasonable discretion.

SECTION 11. ADDITIONAL OBLIGATIONS OF TENANT.

A.       Occupancy and Use. Tenant shall occupy the Premises, conduct its
         business and control its agents, employees, invitees and visitors in
         such a manner as is lawful, reputable and will not create a nuisance.
         Tenant shall not permit any operation which emits any noise, odor, or
         matter which intrudes into other portions of the Project or otherwise
         interferes with, annoys or disturbs any other tenant or occupant of the
         Project in its normal business operations or Landlord in its management
         of the Project. Tenant shall not permit any waste on the Premises to be
         used in any way which would, in the opinion of Landlord, be extra
         hazardous on account of fire or which would, in any way, increase the
         premiums for or render void the casualty insurance on the Project.
         Tenant, its employees, vendors and suppliers shall not utilize any
         portion of the loading dock area or the Common Areas for parking,
         placement, or storage of trailers, storage containers, or their
         equivalents used in whole or in part for storage of inventory,
         supplies, goods or the like, except with Landlord's prior written
         consent.

B.       Signs. Tenant shall not install, place, erect, or paint any sign,
         marquee or awning of any type or description in or about the Premises
         or Project which are visible from the exterior of the Premises, except
         those signs submitted to and approved by Landlord in writing, and which
         signs are in conformance with Landlord's sign criteria attached hereto
         as EXHIBIT C. Landlord shall have the right to approve the type and
         size, location and color of all signs which Tenant desires to use or
         place in or upon the exterior or windows of the Premises or the
         building within which the Premises is located. Landlord may make any
         use it desires of the exterior portions of the Building that do not
         materially interfere with Tenant's signage as approved by Landlord
         hereunder.

C.       Compliance With Laws, Rules and Regulations. Tenant, at Tenant's sole
         cost and expense, shall comply with all laws, ordinances, orders, rules
         and regulations of state, federal, municipal or other agencies or
         bodies having jurisdiction over the use, condition or occupancy of the
         Premises; provided, however, that Landlord shall be responsible for
         complying with all laws, codes and ordinances requiring alterations to
         the Premises that are in existence on the date of Tenant's original
         occupancy of the Premises and that are not related to Tenant's specific
         use of the Premises. Tenant will comply with the reasonable rules and
         regulations of the Project adopted by Landlord. Landlord shall have the
         right at all times to change and amend the rules and regulations in any
         reasonable manner as may be deemed advisable for the safety, care,
         cleanliness, preservation of good order and operation or use of the
         Project or the Premises. All rules and regulations of the Project, and
         amendments or modifications thereof, will be sent by Landlord to Tenant
         in writing and shall thereafter be carried out and observed by Tenant.

D.       Tenant's Insurance Obligations. Tenant shall, during the term hereof,
         keep in full force and effect at its expense the following insurance
         coverages:

         (1)      Property insurance written on the Insurance Service Office's
                  Special Perils form, or equivalent, covering the full
                  replacement value of Tenant's property (including, but not
                  limited to, any furniture, machinery, goods, inventory or
                  supplies), trade fixtures and tenant installed or paid for
                  improvements to the Premises and including plate glass
                  insurance;

         (2)      Commercial General Liability insurance in an amount of not
                  less than $1,000,000 per "occurrence" and $2,000,000
                  "aggregate" per location, insuring Tenant, its employees,
                  agents, contractors and invitees against liability for bodily
                  injury, death, personal injury, and including contractual
                  liability coverage pertaining to Tenant's obligations under
                  this Lease. The amount of such liability insurance shall not
                  limit Tenant's liability under this Lease. Such policy or
                  policies shall name Landlord, CSM Corporation (or Landlord's
                  other designated management agent), Landlord's designated
                  mortgagee, and such other parties as Landlord may reasonably
                  request as additional insureds and shall provide that thirty
                  (30) days' prior written notice must be given to Landlord
                  prior to modification or cancellation of such policy of
                  insurance.

<PAGE>


         Tenant shall furnish evidence satisfactory to Landlord at the time this
         Lease is executed, and thereafter from time to time upon written
         request of Landlord, that such coverages are in full force and effect.
         Upon Landlord's request, Tenant shall also provide Landlord with a copy
         of such policies of insurance. All such insurance carried by Tenant
         shall be issued by companies reasonably acceptable to Landlord having
         an A.M. Best Company rating B+ or better.

E.       Tenant's Maintenance and Repair Obligations. Tenant shall at its sole
         expense and all times throughout the term of this Lease, including
         renewals and extensions thereof, keep and maintain the Premises in a
         clean, safe, sanitary and first class condition and in compliance with
         all applicable laws, codes, ordinances, rules and regulations, subject
         to Section 11.C. and reasonable wear and tear, casualty damage, and
         Landlord's repair obligations. Tenant's obligations hereunder shall
         include, but not be limited to, the maintenance (including, without
         limitation, regular and preventative maintenance), repair and
         replacement, if necessary, of the heating, ventilation, air
         conditioning, lighting and plumbing fixtures and equipment, fixtures
         (including trade fixtures), motors and machinery, all interior walls,
         partitions, doors and windows, including the regular painting thereof,
         all exterior entrances, windows, doors, docks, lifts, dock levelers,
         and dock shelters and the replacement of all broken glass, to the
         extent such items exclusively serve the Premises. When used in this
         provision, the term "repair" shall include replacements or renewals
         when necessary, and all such repairs made by the Tenant shall be equal
         in quality and class to the original work. Upon completion of the
         Landlord Improvements (defined in Section 12.D. herein), Landlord
         agrees to assign to Tenant all warranties made available to Landlord
         that pertain to items to be maintained by Tenant during the Lease term.
         Tenant shall keep and maintain all portions of the Premises and the
         sidewalk and areas adjoining the same in a clean and orderly condition,
         free of accumulation of dirt, rubbish, snow and ice. At the written
         request of Landlord, Tenant shall provide to Landlord written proof
         substantiating Tenant's performance of any maintenance, repair or
         replacement required under the terms hereof. If Tenant fails, refuses
         or neglects to maintain or repair the Premises as required in this
         Lease after Landlord notifies Tenant to do so, and Tenant fails to
         complete within thirty (30) days thereafter (or such reasonable amount
         of time if the cure is of such nature that it cannot be completed
         within thirty (30) days), Landlord may make such repairs, without
         liability to Tenant for any loss or damage that may accrue to Tenant's
         merchandise, trade fixtures or other property or to Tenant's business
         by reason thereof, and upon completion thereof, Tenant shall pay to
         Landlord all costs incurred by Landlord in making such repairs within
         fifteen (15) days after Landlord delivers to Tenant an invoice for such
         costs. If, during the last twenty-four (24) months of the option term
         (if applicable), any heating, ventilation and air conditioning unit or
         unit heater shall need replacement (for purposes of this provision, a
         heating, air conditioning and ventilation unit or unit heater in need
         of replacement shall be defined as a malfunctioning unit requiring
         repairs in an amount in excess of the current value of the unit), then
         Landlord shall pay the cost of the replacement, and Tenant shall pay
         Landlord yearly as additional rent , one-tenth of the cost of the unit
         for the earlier of the remaining term of the Lease and extensions
         thereto, or ten (10) years from the date of replacement.,

F.       Initial Improvements; Subsequent Alterations and Improvements. Tenant
         shall have the right and obligation, at its sole cost and expense, to
         construct and install, subject to the terms of this Lease, all tenant
         improvements, furniture, trade fixtures, equipment, machinery and other
         improvements necessary for Tenant to utilize the Premises for its
         Permitted Use. Prior to installing any initial tenant improvements on
         or within the Premises, Tenant shall obtain Landlord's written approval
         of plans and specifications for such improvements. Tenant shall not
         make or allow to be made any subsequent alterations, physical
         additions, or other improvements in or to the Premises without first
         obtaining the written consent of Landlord, which consent shall not be
         unreasonably withheld; provided, however, that Tenant shall have the
         right to make interior, non-structural alterations that do not affect
         the mechanical, electrical or utility systems of the Building or
         Project costing less than $10,000.00 without obtaining Landlord's
         consent. Landlord may require in its sole discretion, as a condition of
         its consent to any initial or subsequent tenant improvements,
         alterations, physical additions or other improvements (collectively,
         "Improvements"), costing more than $100,000.00, that Tenant provide to
         Landlord at Tenant's sole cost and expense, a lien and completion bond
         in an amount equal to one and one-half (1.5) times the estimated cost
         of labor and materials for the Improvements, to insure Landlord against
         any liability for mechanic's and materialmens' lien and to insure

<PAGE>

         completion of the work. Any Improvements in or to the Premises made by
         Tenant shall at once become the property of Landlord and shall be
         surrendered to Landlord upon the termination of this Lease; provided,
         however, Landlord may, as a condition to Landlord's consent to any such
         Improvements, require Tenant to remove all or part of such Improvements
         upon expiration or earlier termination of the Lease Term, (provided
         that this requirement is communicated in writing at the time Landlord
         consents to the Improvement) and further provided, that, this clause
         shall not apply to personal property, inventory, goods, moveable
         equipment, machinery, trade fixtures, and/or furniture owned by Tenant
         (collectively, "Tenant's Personal Property"), which shall be removed by
         Tenant prior to the end of the term of this Lease. Tenant shall repair
         any damage to the Premises arising from installation or removal of such
         Improvements or Tenant's Personal Property in order to restore the
         Premises to the condition existing at the time Tenant took possession.
         All costs of installation and removal of such Improvements and Tenant's
         Personal Property and repair to the Premises relating thereto, shall be
         paid by Tenant and if not paid, shall be deemed additional rent
         recoverable by Landlord under this Lease.

G.       Hazardous Substances. Tenant and its agents, employees, contractors,
         customers and invitees shall not bring or permit to remain on, under or
         about the Premises or the Project (except for small quantities
         reasonably required in the ordinary course of Tenant's business
         operations in the Premises, to the extent used in compliance with
         applicable laws), any asbestos, petroleum or petroleum products,
         explosives, toxic materials, or substances defined as hazardous wastes,
         hazardous materials, or hazardous substances under any federal, state,
         or local law or regulation ("Hazardous Materials"). Tenant's violation
         of the foregoing prohibition shall constitute a material breach and
         default hereunder and Tenant shall indemnify, hold harmless and defend
         (with counsel reasonably approved by Landlord) Landlord from and
         against any claims, damages, penalties, liabilities, and costs
         (including reasonable attorneys fees and expenses and court costs)
         caused by or arising out of (i) a violation of the foregoing
         prohibition by Tenant or (ii) the presence of any Hazardous Materials
         on, under, or about the Premises or the Project during the term of the
         Lease caused by or arising, in whole or in part, out of the actions or
         omissions of Tenant or its agents, employees, contractors, customers or
         invitees. Tenant shall clean up, remove, remediate and repair any soil
         or ground water contamination and damage caused by the presence or
         release of any Hazardous Materials in, on, under or about the Premises
         or the Project during the term of the Lease caused by or arising, in
         whole or in part, out of the actions or omissions of Tenant or its
         agents, employees, contractors, customers or invitees, in conformance
         with the requirements of Landlord and applicable law. Tenant shall
         immediately give Landlord written notice of (i) any suspected breach of
         this paragraph, (ii) upon learning of the presence or release of any
         Hazardous Materials on or about the Premises or the Project, (iii) upon
         receiving any notices from governmental agencies pertaining to
         Hazardous Materials which may affect the Premises or the Project, or
         (iv) upon receipt of notice of pending or threatened claims against
         Tenant due to the presence or release of Hazardous Materials on or
         about the Premises or the Project. The obligations of Tenant hereunder
         shall survive the expiration or earlier termination of this Lease and
         the monetary obligations of Tenant shall be deemed additional rent
         payable to and recoverable by Landlord hereunder. At Landlord's option,
         any penalties, damages or costs of compliance arising from the presence
         or release of Hazardous Materials not caused by the acts or omissions
         of Landlord or its employees, agents or contractors, may be included
         within the definition of Operating Expenses pursuant to Section 7
         above, except in no event shall Tenant be required to contribute more

<PAGE>

         than $1,000.00 per calendar year. Landlord shall indemnify, hold
         harmless and defend (with counsel reasonably approved by Tenant) Tenant
         from and against any claims, damages, penalties, liabilities, and costs
         (including reasonable attorneys fees and expenses and court costs)
         caused by or arising out of the presence or release of Hazardous
         Materials on or about the Premises or the Project at any time prior to
         execution of this Lease, or at any time after execution, except to the
         extent that Tenant has contributed to said presence or release. This
         indemnity shall survive the termination of the Lease.

H.       Mechanic's and Materialmen's Liens. Tenant shall keep the Premises and
         the Project free from any liens arising out of any work performed,
         materials furnished or obligations incurred by Tenant. If any
         mechanic's lien is filed against the Premises or the Project relative
         to such work, materials or obligations, Landlord may require, at
         Landlord's sole option, that Tenant provide to Landlord, at Tenant's
         sole cost and expense, a bond, letter of credit or cash escrow in an
         amount equal to one and one-half (1.5) times the amount of the lien, to
         insure Landlord against any liability for such mechanic's lien. Tenant
         agrees that if any construction on, improvement to, or alteration of
         the Premises is performed by or on behalf of Tenant (other than any
         improvements to be constructed by Landlord), then Tenant will post in a
         conspicuous place on the Premises a notice that Landlord is not liable
         for the payment of the cost of any such construction, improvement or
         alteration and that neither the Premises or the Project shall be
         subject to lien therefore.

I.       Financial Statements. Tenant shall, within fifteen (15) days following
         request by Landlord or Landlord's present or prospective lender,
         furnish to Landlord, Tenant's most current financial statements
         available to the general public (including a balance sheet and an
         income statement) certified by an officer or general partner of Tenant,
         which statements shall be in reasonable detail and conform to generally
         accepted accounting principles. Landlord covenants and agrees that said
         financial statements shall be kept and maintained by Landlord in a
         confidential manner, except to the extent used by Landlord in
         connection with the sale and/or mortgaging of the Project or a part
         thereof.

J.       Miscellaneous. Tenant shall not overload, damage or deface the Premises
         or do any act which may make void or voidable any insurance on the
         Premises or the Project, or which may render an increased or extra
         premium payable for such insurance.

K.       Obligations Upon Termination. Upon the termination of this Lease in any
         manner whatsoever, Tenant shall (i) remove Tenant's Personal Property
         (and the personal property of any other person claiming under Tenant)
         and those improvements constructed by Tenant either without Landlord's
         prior written consent or with Landlord's prior written consent given
         conditioned upon Tenant's covenant to remove such improvements upon
         termination of this Lease, and (ii) quit and deliver up the Premises to
         Landlord peaceably and quietly in as good order and condition as the
         same are now in or hereafter may be put in by Landlord or Tenant,
         reasonable use and wear thereof, damage by casualty, and repairs which
         are Landlord's obligation excepted. Any improvements required to be
         removed by Tenant upon the termination of this Lease or any of Tenant's
         Personal Property that are not removed on before the date of
         termination of this Lease, however terminated, shall be deemed
         abandoned and Landlord may dispose of the same as it deems prudent and
         any cost in regard thereto shall be payable by Tenant as additional
         Rent.

J.       Scope of Tenant's Obligations. Tenant's obligations under this Section
         11 shall extend to and include the obligation of Tenant to require its
         employees, agents, contractors, and invitees to do or not do such acts,
         as the case may be.

SECTION 12.  OBLIGATIONS OF LANDLORD.

A.       Landlord's Maintenance and Repair Obligations. Landlord shall not be
         required to make any improvements, replacements or repairs of any kind
         or character to the Premises or the Project during the term of this
         Lease except as are specifically set forth in this Section or elsewhere
         in this Lease. Landlord shall maintain only the roof, foundation,
         parking areas, and Common Areas, and the structural soundness of the
         exterior walls and other structures within the Project, provided, that
         Landlord's cost of maintaining, replacing and repairing the items set
         forth in this Section shall be included within the definition of
         Operating Expenses pursuant to Section 7 of this Lease. Landlord shall
         not be liable to Tenant, except as expressly provided in this Lease,
         for any damage or inconvenience, and Tenant shall not be entitled to
         any abatement or reduction of Rent by reason of any repairs,
         alterations or additions made by Landlord under this Lease; provided,
         however, if Landlord fails to complete its obligations within thirty
         (30) days after written notice from Tenant, or a reasonable amount of
         time if the nature of the obligation is such that it cannot be
         performed within thirty (30) days, Tenant shall have the right to
         complete such repair or replacement and deduct the costs from the rent
         payable hereunder, subject to the "Maximum Offset Amount" (defined
         herein). Notwithstanding anything contained in this Lease to the
         contrary, Tenant shall not deduct more than fifty percent (50%) of the
         Base Rent from any monthly installment of Base Rent if there are

<PAGE>

         sufficient months remaining in the term of this Lease within which to
         fully recover the amount owed by Landlord (the "Maximum Offset
         Amount").

B.       Landlord's Insurance Obligations. During the term of this Lease,
         Landlord shall carry Property insurance coverage on the Project in
         commercially reasonable amounts. Landlord shall not be obligated in any
         way or manner to insure any of Tenant's Personal Property (including,
         but not limited to, any furniture, machinery, goods, inventory,
         supplies or trade fixtures) upon or within the Premises or any
         improvements which Tenant may construct on or within the Premises.
         Landlord shall also carry Commercial General Liability insurance in an
         amount of at least $1,000,000 per "occurrence" and $2,000,000
         "aggregate" per location. Landlord may also carry such other insurance
         coverage, including without limitation, rent loss insurance, of the
         type and in amounts as Landlord deems prudent. In lieu of the
         foregoing, all insurance carried or required to be carried by Landlord
         relative to the Project and other properties owned by Landlord may be
         maintained under a policy or policies of insurance both primary and
         excess, and all premiums paid by Landlord for such insurance, and the
         cost of repairs not covered under such insurance due to deductible
         provisions, shall be included within the definition of Operating
         Expenses subject to the terms of Section 7 of this Lease. Tenant shall
         have no right in or claim to the proceeds of any policy of insurance
         maintained by Landlord under this Lease even if the cost of such
         insurance is borne by Tenant pursuant to Section 7 of this Lease. If an
         increase in any insurance premiums paid by Landlord relative to the
         Project is caused by Tenant's use of the Premises or Tenant's vacating
         or abandoning the Premises, then Tenant shall pay the amount of such
         increase as additional rent to Landlord.

C.       Landlord's Warranty of Possession. Landlord warrants that it has the
         right and authority to execute this Lease, and Tenant, upon payment of
         the required Rent and subject to the terms, conditions, covenants and
         agreements contained in this Lease, shall have possession of the
         Premises during the full term of this Lease as well as any extension or
         renewal thereof. Landlord shall not be responsible for the acts or
         omissions of any other lessee or third party that may interfere with
         Tenant's use and enjoyment of the Premises. Notwithstanding the above,
         Landlord agrees to use reasonable efforts to ensure that Tenant's
         direct use and enjoyment of the Premises is not disrupted by third
         parties so long as Tenant is not in default under the terms of the
         Lease.

D.       Landlord's Improvements. Landlord will complete the construction of the
         improvements to the Premises in accordance with plans and
         specifications agreed to by Landlord and Tenant attached hereto as
         EXHIBITS D and E (the "Landlord Improvements"). Within seven (7) days
         of receipt of construction drawings to be prepared by Landlord, Tenant
         shall execute a copy of the construction drawings and, if applicable,
         change orders setting forth the amount of any costs to be borne by
         Tenant. In the event Tenant fails to execute the construction drawings
         and change orders within the seven (7) day period, Landlord may, at its
         sole option, notify Tenant that the Base Rent shall commence on the
         Commencement Date even though the Landlord Improvements to be
         constructed may not be complete. Any changes or modifications to the
         approved plans and specifications shall be made and accepted by written
         change orders or agreement signed by Landlord and Tenant and shall
         constitute an amendment to this Lease. Landlord agrees to warrant the
         labor, materials and construction of the Landlord Improvements for a
         period of one (1) year following the Lease Commencement Date.


<PAGE>

SECTION 13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by
operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber
this Lease or any interest therein, and shall not sublet the Premises or any
part thereof, or any right or privilege appurtenant thereto, or suffer any other
person (the employees, agents, servants, and invitees of Tenant excepted) to
occupy or use the Premises or any portion thereof, without the prior written
consent of Landlord and any holder ("Lender") of a loan secured in whole or in
part by Landlord's interest in all or part of the Project (but only to the
extent Landlord is required to obtain such Lender's consent pursuant to the
applicable loan documents). Except as provided for herein, any assignment or
transfer of this Lease by transfer of a majority interest of stock pursuant to
an asset sale, merger, consolidation or liquidation, shall constitute an
assignment for purposes of this Section.

If Tenant desires to assign or sublet all or any part of the Premises, Tenant
shall notify Landlord at least thirty (30) days in advance of the date on which
Tenant desires to make such assignment or sublease. Tenant shall provide
Landlord with a copy of the proposed assignment or sublease and such information
as Landlord might request concerning the proposed sublessee or assignee to allow
Landlord to make informed judgments as to the type of use, financial condition,
gross sales, business experience, reputation, operations and general
desirability of the proposed sublessee or assignee. Within fifteen (15) days
after Landlord's receipt of Tenant's proposed assignment or sublease and all
required information concerning the proposed sublease or assignee, Landlord
shall have either of the following options: (i) consent to the proposed
assignment or sublease, and, if the rent due and payable by any assignee or
sublessee under any such permitted assignment or sublease (or a combination of
the rent payable under such assignment or sublease plus any bonus or any other
consideration or any payment incident thereto) less any cost associated with the
sublease or assignment, exceeds the Base Rent payable under this Lease for such
space, Tenant shall pay to Landlord one-half (1/2) of all such excess rent and
other excess consideration within ten (10) days following receipt thereof by
Tenant; or (ii) refuse, in Landlord's reasonable discretion and judgement, to
consent to the proposed assignment or sublease, which refusal shall be deemed to
have been exercised unless Landlord gives Tenant written notice providing
otherwise. Notwithstanding the foregoing, Tenant shall have the right, after
prior written notice to Landlord, to assign this Lease to any entity that
controls, is controlled by, or is under common control with Tenant, or to any
entity that acquires all or substantially all of Tenant's stock or assets,
without obtaining Landlord's consent, except that in no event shall such
assignment release Tenant from its obligations under the Lease.

In the event of any assignment or sublease, any option or right of first refusal
granted to Tenant shall not be assignable by Tenant to any assignee or sublessee
without Landlord's prior written consent. No assignee or sublessee of the
Premises or any portion thereof may assign or sublet the Premises or any portion
thereof. Upon the occurrence of a Default hereunder, if all or any part of the
Premises are then assigned or sublet, Landlord, in addition to any other
remedies provided by this Lease or provided by law, may, at its option, collect
directly from the assignee or sublessee all rents becoming due to Tenant by
reason of the assignment or sublease. Any acceptance of Rent or collection by
Landlord of other sums directly from the assignee, sublessee or any other person
shall not be construed as a novation or release of Tenant or any guarantor from
the further performance of their respective obligations under this Lease or any
guarantee hereof, and shall not be construed as a waiver by Landlord of any
provisions hereof or any right hereunder.

Except as set forth herein, any assignment or subletting without consent of
Landlord and, to the extent required, any Lender, shall be void, and shall at
the option of Landlord, constitute a default under this Lease. Consent to one
assignment, subletting, occupation or use by any other person or entity shall
not be deemed to be a consent to any subsequent assignment, subletting,
occupation or use by another person or entity. No subletting or assignment by
Tenant, made with or without Landlord's consent, shall ever release Tenant from
its obligation to pay the Rent and perform all other obligations to be performed
by Tenant hereunder for the term of this Lease, or release any guarantor from
any obligation or liability under any guarantee of this Lease.

SECTION 14. LANDLORD'S RIGHT OF ACCESS. Upon reasonable prior notice, at any and
all reasonable times hereunder, except in the event of an emergency, Tenant
shall give Landlord and its employees or its authorized agents or contractors
access to the Premises to inspect the same, to show the Premises to prospective
purchasers, lessees, mortgagees, insurers or other interested parties, and to
alter, improve or repair the Premises or any other portion of the Project. So
long as Tenant's business operations are not materially and adversely affected,
Tenant hereby waives any claim for damages for injury or inconvenience to or
interference with Tenant's business, any loss of occupancy or use of the
Premises, and any other loss occasioned thereby. Tenant shall not change
Landlord's lock system or in any other manner prohibit Landlord or its employees
or its authorized agents or contractors from entering the Premises. Landlord
shall have the right to use any and all reasonable means which Landlord may deem
proper to open any door in an emergency without liability therefor. Tenant shall
permit Landlord to erect, use, maintain and repair pipes, cables, conduits,
plumbing, vents and wires in, to and through the Premises as often and to the
extent that Landlord may now or hereafter deem to be necessary or appropriate
for the proper use, operation and maintenance of the Project, so long as
Tenant's business operations are not materially and adversely disturbed.

<PAGE>


SECTION 15. INDEMNITY AND WAIVER OF SUBROGATION.

A.       Release and Indemnity. Tenant agrees that Landlord, its management
         agent and their respective officers, directors, shareholders, employees
         and agents shall not be liable to Tenant, its employees, agents,
         contractors and invitees for, and Tenant hereby releases such parties
         from, any damage, compensation, liability, loss or claim from any
         cause, other than Landlord's breach of its obligations under this Lease
         or the willful misconduct of Landlord or its management agent, relative
         to or arising from: (i) loss or damage to personal property, equipment,
         machinery, furniture, trade fixtures or Tenant installed or paid for
         improvements in or about the Premises; (ii) lost profits, business
         interruption or other consequential damages arising out of the
         interruption in the use of the Premises; (iii) any injury to person or
         damage to property on or about the Premises caused by any act or
         omission of Tenant, its agents, employees, contractors, customers, or
         invitees; (iv) any criminal act by any person other than Landlord or
         its management agent; or (v) or arising from the improvements located
         on the Premises being out of repair or the failure or cessation of any
         service provided by Landlord, including without limitation, utilities
         (except to the extent due to the negligent acts of Landlord). Tenant
         agrees to hold harmless, defend (with counsel reasonably approved by
         Landlord) and indemnify Landlord against any damage, compensation,
         liability, loss or claim arising out of any personal injury, death or
         property loss or damage occurring in or about the Premises during the
         Lease Term, regardless of when such claim is made, except to the extent
         caused by the negligence or willful misconduct of Landlord. Landlord
         agrees to hold harmless, defend and indemnify Tenant against any
         damage, compensation, liability, loss or claim arising out of any
         personal injury, death or property loss or damage occurring in, or
         about the Common Areas of the Project during the Lease Term, regardless
         of when such claim is made, except to the extent of the negligence or
         willful misconduct of Tenant, its employees, agents, contractors and
         invitees.

B.       Waiver of Subrogation. Notwithstanding anything in this Lease to the
         contrary, Landlord and Tenant hereby waive and release each other and
         their respective officers, directors, shareholders, employees and
         property manager of and from any and all right of liability, recovery,
         claim, action or cause of action, against each other (or anyone
         claiming through or under them by way of subrogation or otherwise), for
         any damage, compensation, liability, loss or claim, regardless of cause
         or origin, including without limitation, negligence of Landlord or
         Tenant and their respective officers, directors, shareholders,
         employees and agents, to the extent covered or required to be covered
         by insurance pursuant to this Lease to the extent permitted by such
         insurance policies. Notwithstanding the foregoing or anything contained
         in this Lease to the contrary, any release or waiver of claims shall

<PAGE>

         not be operative in any case where the affect of the release or waiver
         is to invalidate insurance coverage or invalidate the right of the
         insured to recover thereunder.

SECTION 16.  CASUALTY LOSS.

A.       Total Destruction. If all of the Premises or the Project are totally
         destroyed by fire or any other event ("Casualty"), then this Lease
         shall terminate at the option of either Landlord or Tenant by written
         notice to the other party within sixty (60) days following the date of
         Casualty, and the Rent shall be abated for the unexpired portion of the
         Lease effective as of the date of Casualty.

B.       Partial Destruction. If the Premises is partially damaged by Casualty,
         and if the Premises are damaged to such extent that the damage cannot,
         in Landlord's reasonable judgment, be rebuilt or repaired economically
         (taking into account the time necessary to receive any insurance
         proceeds and using normal construction methods without overtime or
         other premium) within one hundred eighty (180) days after the date of
         Casualty, then this Lease shall terminate at the option of Landlord or
         Tenant by written notice to the other party within sixty (60) days
         following the date of Casualty, and the Rent shall be abated for the
         unexpired portion of the Lease effective as of the date of Casualty.
         Notwithstanding anything contained herein to the contrary, if the
         Premises or the Project is partially damaged by Casualty and either (i)
         insurance proceeds are not made available to Landlord or are inadequate
         for restoration, or (ii) repair or restoration of the same would not be
         economically prudent in Landlord's reasonable determination, then
         Landlord shall have the right to terminate this Lease by written notice
         to Tenant within sixty (60) days following the date of Casualty, and
         the Rent shall be abated for the unexpired portion of the Lease
         effective as of the date of Casualty.

C.       Restoration Obligations. If this Lease is not terminated pursuant to
         Section 16.A. or Section 16.B above, then Landlord shall, at its sole
         expense, proceed with reasonable diligence, subject to Force Majeure
         Delays (as defined in Section 27.G. of this Lease) to rebuild or repair
         the Premises (exclusive of improvements, alterations or changes thereto
         made or paid for by Tenant), the building(s) or other improvements
         within the Project to as near the condition in which they existed
         immediately prior to the date of Casualty as reasonably possible. If
         the Premises are to be rebuilt or repaired and are untenantable in
         whole or in part following the Casualty, and the Casualty was not
         caused or contributed to by the actions or omissions of Tenant, its
         agents, employees, contractors, customers or invitees, then the Rent
         payable under this Lease during the period for which the Premises are
         untenantable shall be abated in proportion to the areas of the Premises
         rendered untenantable (as reasonably and equitably determined by
         Landlord) from the date of Casualty until restoration is completed by
         Landlord.

D.       Insurance Proceeds. Tenant hereby waives any right in or claim to the
         proceeds of any policy of insurance maintained by Landlord under this
         Lease. If any insurance proceeds are recoverable on account of any
         Casualty affecting the Premises or the Project, then Tenant agrees that
         as between this Lease and any recorded mortgage, deed of trust or other
         instrument presently existing or hereafter created covering Landlord's
         interest in all or part of the Premises or the Project, and all
         increases, refinancings, extensions, renewals, amendments and
         modifications thereof (collectively, "Mortgage"), the terms of such
         Mortgage shall govern and be determinative relative to the payment and
         disposition of such proceeds. Notwithstanding anything contained herein
         to the contrary, if the holder of a Mortgage purchases or acquires
         Landlord's interest in the Premises or the Project by foreclosure sale
         or deed in lieu thereof, then such holder shall not be bound by the
         restoration obligations set forth in this Section 16 and shall have the
         right to apply or dispose of any insurance proceeds recoverable under
         insurance maintained by Landlord under this Lease pursuant to the terms
         of such Mortgage.

SECTION 17. EMINENT DOMAIN.

A.       Total Taking. If the entire Premises or the Project are taken by
         eminent domain, this Lease shall automatically terminate as of the date
         of taking, and the Rent shall be abated for the unexpired portion of
         the Lease effective as of the date of the taking.

B.       Partial Taking. If part of the Premises or the Project is taken by
         eminent domain, Landlord shall have the right to terminate this Lease
         as of a date specified by Landlord by giving written notice thereof to
         Tenant within sixty (60) days after the date of taking. If such a
         significant portion of the Premises is taken so as to materially and
         adversely affect Tenant's use and enjoyment of the Premises for the
         purposes intended under this Lease, then Tenant shall have the right to
         terminate this Lease as of a date specified by Tenant by giving written
         notice to Landlord within sixty (60) days after the date of taking. If
         neither party elects to terminate this Lease, then Landlord shall, at
         its sole expense, proceed with reasonable diligence, subject to Force
         Majeure Delays, rebuild or repair the Premises (exclusive of
         improvements, alterations or changes thereto made or paid for by
         Tenant), the building(s) or other improvements within the Project to as
         near the condition in which they existed immediately prior to the date
         of taking as reasonably possible. If part of the Premises is rendered
         untenantable following any taking, then the Rent payable under this
         Lease shall be abated in proportion to the areas of the Premises
         rendered untenantable (as reasonably and equitably determined by
         Landlord) effective as of the date of taking.

<PAGE>

C.       Condemnation Proceeds. All damages awarded for a taking under the power
         of eminent domain shall belong to and be the exclusive property of
         Landlord whether such damages be awarded as compensation for diminution
         in value of the leasehold estate hereby created or to the fee of the
         Premises or the Project; provided, however, that Tenant shall be
         entitled to maintain an action for a separate award to Tenant for the
         value and cost of removal and relocation of its personal property and
         trade fixtures. If any condemnation proceeds are recoverable by
         Landlord on account of any taking affecting the Premises or the
         Project, then Tenant agrees that as between this Lease and any
         Mortgage, the terms of such Mortgage shall govern and be determinative
         relative to the payment and disposition of such proceeds.

SECTION 18. DEFAULT AND REMEDIES.

A.       Default by Tenant. Each of the following occurrences shall be deemed an
         event of default ("Default") by Tenant under this Lease:

         (1)      Tenant has not paid when due any installment of Rent or any
                  other payment required pursuant to this Lease within five (5)
                  days after written notice by Landlord; or

         (2)      Tenant has not complied with any term, provision or covenant
                  of this Lease, other than the payment of Rent, and has not
                  cured such noncompliance within ten (10) days after written
                  notice to Tenant or such additional time as may be reasonably
                  necessary to cure if the noncompliance cannot be cured within
                  ten (10) days, so long as Tenant commences cure within said
                  ten (10) day period and thereafter diligently pursues cure to
                  completion; or

         (3)      Tenant files a petition, or an involuntary petition is filed
                  against Tenant, or Tenant becomes insolvent under any
                  applicable federal or state bankruptcy or insolvency law, or
                  Tenant admits that it cannot meet its financial obligations as
                  they become due, or a receiver or trustee shall be appointed
                  for all or substantially all of the assets of Tenant, or
                  Tenant shall make a transfer in fraud of creditors or shall
                  make an assignment for the benefit of creditors; or

         (4)      Tenant does or permits to be done any act which results in a
                  lien being filed against the Premises or the Project, and such
                  lien is not discharged or bonded over pursuant to Section
                  11.H. of this Lease.

         If a Default under Section 18.A.(4) occurs, nothing contained herein
         shall be construed to express or imply that Landlord consents to any
         assumption and/or assignment of the Lease by Tenant or the inclusion of
         this Lease within Tenant's bankruptcy estate, and Landlord expressly
         reserves the right to object to any assumption and/or assignment of the
         Lease and to any inclusion of this Lease within Tenant's bankruptcy
         estate. Neither Tenant nor any trustee who may be appointed in such
         case shall conduct or permit of any "fire", "bankruptcy", "going out of
         business", auction sale or other public sale in or from the Premises.
         If Tenant abandons the Premises, Tenant releases and discharges
         Landlord from any duty of care or other obligation regarding any of
         Tenant's property remaining in the Premises.

B.       Landlord's Remedies for Tenant's Default. Upon the occurrence of a
         Default as defined above, Landlord may, in its sole discretion, elect
         any one or more of the following remedies:

         (1)      to cancel and terminate this Lease by written notice to
                  Tenant; or

         (2)      whether or not Landlord elects to terminate this Lease, to
                  enter upon and repossess the Premises without resort to
                  judicial process or notice of any kind if Tenant has abandoned
                  or voluntarily surrendered possession of the Premises,
                  otherwise with resort to judicial process by unlawful detainer
                  action, summary proceedings, ejectment, force or otherwise,
                  and Landlord may, at Landlord's option, enter the Premises and
                  take and hold possession thereof, and may remove all persons
                  and property from the Premises and such property may be
                  removed and stored in a public warehouse or elsewhere at the
                  cost and for the account of Tenant, without Landlord becoming
                  liable for any loss or damage which may be occasioned thereby;
                  or

<PAGE>

         (3)      to cure the Default at any time for the account and at the
                  expense of Tenant, in which event Tenant shall reimburse
                  Landlord upon demand for any amount expended by Landlord in
                  connection with the cure, including, without limitation,
                  reasonable attorneys' fees and interest; or

         (4)      to pursue any other remedy at law or in equity that may be
                  available to Landlord.

         Upon and after repossession, whether or not Landlord has elected to
         terminate this Lease, Landlord may, but shall not be obligated to,
         relet the Premises, or any part thereof, to any one other than the
         Tenant, for such time and upon such terms and uses as Landlord may
         determine in its sole discretion. Landlord may also make alterations
         and repairs to the Premises to the extent Landlord deems necessary or
         desirable to relet the Premises. Any rent received shall be applied
         against Tenant's monetary obligations hereunder, but Landlord shall not
         be responsible or liable for any failure to collect any rent due upon
         such reletting.

         In the event of any such termination or repossession, Tenant shall be
         liable to Landlord as follows:

         (i)      for all reasonable attorneys' fees and expenses incurred by
                  Landlord in connection with exercising any remedy hereunder;

         (ii)     for the unpaid installments of Base Rent, additional rent or
                  other unpaid sums that were due prior to such termination or
                  reentry, including without limitation, interest and late
                  payment fees, which sums shall be payable immediately;

         (iii)    for the installments of Base Rent, additional rent, and other
                  sums falling due pursuant to the provisions of this Lease for
                  the period after reentry, including without limitation, late
                  payment charges and interest, which sums shall be payable as
                  they become due hereunder;

         (iv)     for all expenses incurred in releasing the Premises, including
                  leasing commissions, reasonable attorneys' fees, and costs of
                  alteration or repairs, which shall be payable by Tenant as
                  they are incurred by Landlord; and

         (v)      while the Premises are subject to any new lease or leases made
                  pursuant to this Section, for the amount by which the monthly
                  installments of rent payable under such new lease or leases is
                  less than the monthly installment for all charges payable
                  pursuant to this Lease, which deficiencies shall be payable
                  monthly.

         At any time after termination or repossession, whether or not Landlord
         may have collected any damages pursuant to the foregoing provisions,
         Landlord shall be entitled to recover from Tenant, as and for
         liquidated and agreed upon final damages for loss of bargain due to
         Tenant's Default, and not as a penalty, and in lieu of the amounts
         which would thereafter be payable pursuant to the foregoing provisions
         (but not in diminution of the amounts payable as provided above before
         termination), the present value of a sum equal to the amount by which
         the then fair rental value of the Premises is less than the Base Rent,
         additional rent and other sums or charges which would have been payable
         by Tenant for the unexpired portion of the term of this Lease. Tenant
         shall promptly pay to Landlord on demand the amount of such deficiency
         and all expenses incident thereto (including without limitation,
         commissions, reasonable attorneys' fees and expenses, and costs of
         repairs). If Landlord, after any such reentry, leases or relets the
         Premises, then the rent payable under such new lease shall be
         conclusive evidence of the fair rental value of the unexpired portion
         of the term of this Lease. If this Lease shall be terminated by reason
         of bankruptcy or insolvency of Tenant, Landlord shall be entitled to
         recover from Tenant or Tenant's estate, as liquidated damages for loss
         of bargain and not as a penalty, the amount determined by the
         immediately preceding paragraph.

<PAGE>

C.       Interest and Attorney's Fees. In the event of a Default by Tenant,
         Tenant agrees to pay Landlord (i) if a monetary default, accrued
         interest on any sum due and unpaid at the rate of the lesser of
         eighteen percent (18%) per annum or the highest rate permitted by law,
         (ii) Landlord's costs of collection, including without limitation court
         costs and reasonable attorney's fees and expenses, whether suit is
         actually filed or not, and (iii) any late charges set forth in Section
         5 of this Lease.

D.       Additional Remedies, Waivers, Miscellaneous.

         (1)      The rights and remedies of Landlord set forth herein shall be
                  in addition to any other right and remedy now and hereafter
                  provided by law. All rights and remedies shall be cumulative
                  and not exclusive of each other. Landlord may exercise its
                  rights and remedies at any times, in any order, to any extent,
                  and as often as Landlord deems advisable without regard to
                  whether the exercise of one right or remedy precedes, concurs
                  with or succeeds the exercise of another.

         (2)      A single or partial exercise of a right or remedy shall not
                  preclude a further exercise thereof, or the exercise of
                  another right or remedy from time to time, and shall not be
                  construed to relieve Tenant of any its liabilities and
                  obligations under this Lease, which shall survive any such
                  election.

         (3)      No delay or omission by Landlord in exercising a right or
                  remedy shall exhaust or impair the same or constitute a waiver
                  of, or acquiescence to, a Default.

         (4)      No waiver of Default shall extend to or affect any other
                  Default or impair any right or remedy with respect thereto.

         (5)      No action or inaction by Landlord shall constitute a waiver of
                  Default.

         (6)      No waiver of a Default shall be effective unless it is in
                  writing and signed by Landlord.

SECTION 19. NOTICES. All Rent and other payments required to be made by Tenant
shall be payable to Landlord at the address set forth in Section 1.H. of this
Lease, or such other address designated by Landlord by written notice to Tenant.
All payments required to be made by Landlord to Tenant shall be payable at the
address set forth in Section 1.H., or such other address within the United
States as designated by Tenant by written notice to Landlord. Any notice or
document required or permitted to be delivered by the terms of this Lease shall
be deemed to be delivered (whether or not actually received) when (i) deposited
in the United States Mail, postage prepaid, certified mail, return receipt
requested, or (ii) deposited with a reputable national commercial courier for
overnight delivery (eg. Federal Express or U.P.S.), addressed to the parties at
the respective addresses set forth in Section 1.I. of this Lease.

SECTION 20. LANDLORD ASSIGNMENT. Landlord shall have the right to sell, convey,
transfer, mortgage, or assign, in whole or in part, for collateral purposes or
otherwise, its rights and obligations under this Lease and in all or part of the
Premises and the Project. In the event of any sale, conveyance, transfer or
assignment made other than for collateral purposes, this Lease shall remain in
full force and effect, provided, however, that (i) Landlord shall be released
from any and all liabilities under this Lease first arising after the date of
such sale, conveyance, assignment or transfer so long as the transferee assumes
the obligations of Landlord under this Lease first arising after the effective
date of such sale, conveyance, transfer or assignment, and (ii) upon receipt of
written notice from Landlord, Tenant shall immediately and automatically attorn
to the transferee.

SECTION 21. SUBORDINATION AND ATTORNMENT. This Lease is subject and subordinate
to (i) the lien of any Mortgage which may now or hereafter encumber all or part
of the Project, and (ii) all existing recorded restrictions, covenants,
easements and agreements with respect to the Project, provided, however, that so
long as this Lease is in full force and effect and Tenant is not in default
beyond any applicable cure period hereunder, Tenant's possession of the Premises
pursuant to the terms of this Lease shall not be disturbed. In order to confirm
such subordination (and/or any other terms set forth in this Section), Tenant
shall, within ten (10) days after written request from Landlord, execute and
deliver to Landlord or any Mortgage holder, any certification, instrument or
other document required by Landlord or such Mortgage holder, in form and content
as reasonably required by Landlord or such Mortgage holder. Tenant acknowledges
and agrees that its failure to deliver any such statement in a timely manner, in
addition to being a Default under this Lease, could result in a loss of

<PAGE>

favorable financing for the Project and Tenant agrees to be liable to Landlord
for both actual and consequential damages resulting from breach hereunder.
Notwithstanding anything contained herein to the contrary, if the holder of any
Mortgage elects to have this Lease be prior to its lien, Tenant agrees that upon
receipt of notice of same from Landlord or such Mortgage holder, this Lease will
be prior to such lien.

If the interests of Landlord under this Lease shall be transferred by reason of
foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of
any Mortgage to any third party transferee (including without limitation the
holder of any such Mortgage) (sometimes called the "New Owner"), then (i) Tenant
waives the provisions of any statute or rule of law, now or hereafter in effect,
which may give or purport to give Tenant any right to terminate or otherwise
adversely affect this Lease or the obligations of Tenant hereunder, (ii) at the
option of New Owner, Tenant shall be bound to the New Owner under the terms,
covenants and conditions of this Lease for the balance of the term remaining,
including any extensions or renewals, with the same force and effect as if the
New Owner were Landlord under this Lease, (iii) at the option of New Owner,
Tenant shall attorn to the New Owner as its Landlord, and (iv) so long as this
Lease is in full force and effect and Tenant is not in default beyond any
applicable cure period hereunder at the time of transfer to New Owner, this
Lease shall remain in full force and effect and the New Owner shall not disturb
Tenant's possession of the Premises. Notwithstanding anything in this Lease to
the contrary, neither the holder of any Mortgage (whether or not it acquires the
interest of Landlord under this Lease by foreclosure, deed in lieu of
foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall
be liable for any act or omission of Landlord or any offsets or defenses which
Tenant might have against Landlord, or bound by any prepayment by Tenant of more
than one month's installment of Rent (unless the New Owner actually receives the
prepaid Rent), or by any amendment or modification of this Lease made subsequent
to the granting of the Mortgage by Landlord that pertains to term or rent.

SECTION 22. ESTOPPEL CERTIFICATES. Tenant agrees to furnish, from time to time,
within ten (10) days after receipt of request from Landlord, a written statement
certifying, to the extent applicable, the following: (i) Tenant is in possession
of the Premises; (ii) the Premises are acceptable; (iii) the Lease is in full
force and effect and there have been no amendments or modifications, or if there
have been amendments or modifications, stating the amendments or modifications;
(iv) the dates through which the Rent and other charges hereunder have been paid
by Tenant; (v) agreeing that Tenant and Landlord will not thereafter modify this
Lease without the prior consent of the Mortgage holder; (vi) Tenant claims no
present charge, lien, or claim or offset against Rent or describing such charge,
lien or claim; (vii) the Rent is not and will not be prepaid for more than one
month in advance; (viii) there is no existing default by reason of some act or
omission by Landlord; and (ix) such other matters as may be reasonably required
by Landlord or the Mortgage holder. Tenant agrees that any such statement may be
relied upon by any present owner or prospective purchaser of the Project and any
present or prospective Mortgage holder or assignee of such Mortgage holder.
Tenant acknowledges and agrees that its failure to deliver any such statement in
a timely manner, in addition to being a Default under this Lease, could result
in a loss of favorable sale or financing and Tenant agrees to be liable to
Landlord for both actual and consequential damages resulting from breach
hereunder.

SECTION 23. LANDLORD'S LIABILITY. If Landlord shall be in default under this
Lease and, if as a consequence of such default, Tenant shall recover a money
judgment against Landlord, such judgment shall be satisfied only out of the
right, title and interest of Landlord in the Project including all future rents
as the same may then be encumbered and neither Landlord nor any person or entity
comprising Landlord shall be liable for any deficiency. In no event shall Tenant
have the right to levy execution against any property of Landlord nor any person
or entity comprising Landlord other than its interest in the Project as herein
expressly provided.

SECTION 24. SECURITY DEPOSIT. The security deposit set forth in Section 1.F.
("Security Deposit") shall be paid to Landlord concurrently with Tenant's
execution and delivery of this Lease to Landlord and shall be held by Landlord
for the performance of Tenant's covenants and obligations under this Lease, it
being expressly understood that the Security Deposit shall not be considered an
advance payment of Rent or a measure of Landlord's damages in case of default by
Tenant. Upon the occurrence of any Default by Tenant under this Lease, Landlord
may, from time to time, in addition to any other remedy of Landlord, use the
Security Deposit to the extent necessary to make good any arrears of Rent, or to
repair any damage or injury, or pay any expense or liability incurred by
Landlord arising from the Default, and any remaining balance of the Security
Deposit shall be returned by Landlord to Tenant upon termination of this Lease.
If any portion of the Security Deposit is so used or applied, Tenant shall, upon
ten (10) days written notice from Landlord, deposit with Landlord by cash or
cashier's check an amount sufficient to restore the Security Deposit to its
original amount.

<PAGE>

INTENTIONALLY DELETED

SECTION 26. BROKERAGE. Landlord and Tenant each represents and warrants to the
other that there is no obligation to pay any brokerage fee, commission, finder's
fee or other similar charge in connection with this Lease, other than a fee due
to Bryan Van Hoof of Paramount Real Estate, which is the responsibility of
Landlord. Each party covenants that it will defend, indemnify and hold harmless
the other party from and against any loss or liability by reason of brokerage or
similar services alleged to have been rendered to, at the instance of, or agreed
upon by said indemnifying party. Notwithstanding anything herein to the
contrary, Landlord and Tenant agree that there shall be no brokerage fee or
commission due on expansions, options or renewals by Tenant.

SECTION 27.  MISCELLANEOUS.

A.       Limitation of Warranties. EXCEPT AS OTHERWISE PROVIDED HEREIN, LANDLORD
         AND TENANT EXPRESSLY AGREE THAT THERE ARE AND SHALL BE NO IMPLIED
         WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR
         PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE, AND THERE ARE
         NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN THIS
         LEASE.

B.       Landlord's Management Agent. Landlord hereby notifies Tenant that CSM
         Corporation, a Minnesota corporation, has been appointed to act as the
         agent in the management and operation of the Project for Landlord and
         is authorized to accept service of process and receive or give receipts
         for notices and demands on behalf of Landlord. Landlord reserves the
         right to change the identity and status of its duly authorized agent
         upon written notice to Tenant.

C.       Tenant's Authority. If Tenant executes this Lease as a corporation or
         limited liability company ("LLC"), each of the persons executing this
         Lease on behalf of Tenant does hereby personally represent and warrant
         that Tenant is a duly authorized and existing corporation or LLC, as
         the case may be, that Tenant is qualified to do business in the state
         in which the Premises are located, that the corporation or LLC has full
         right and authority to enter into this Lease, and that each person
         signing on behalf of the corporation or LLC is authorized to do so.

D.       Successors and Assigns. This Lease shall be binding upon and inure to
         the benefit of Landlord and its heirs, personal representatives,
         successors and assigns, and Tenant and its heirs, personal
         representatives and permitted successors and assigns.

E.       Severability. If any provision of this Lease or the application thereof
         to any person or circumstances shall be invalid or unenforceable to any
         extent, the remainder of this Lease and the application of such
         provisions to other persons or circumstances shall not be affected
         thereby and shall be enforced to the greatest extent permitted by law.

F.       Counterparts. This Lease may be executed in any number of counterparts,
         each of which when so executed and delivered shall be deemed an
         original, but together shall constitute one and the same instrument.

G.       Force Majeure. Neither party shall be required to perform any covenant
         or obligation in this Lease, or be liable in damages to the other
         party, so long as the performance or non-performance of the covenant or
         obligation is delayed, caused or prevented by an act of force majeure
         or by the other party. For purposes of this Lease, "force majeure"
         shall mean any of the following occurrences: act of God; fire;
         earthquake; flood; explosion; actions or the elements of war; invasion;
         insurrection; riot; mob violence; sabotage; inability to procure
         equipment, facilities, materials or supplies in the open market;
         failure of power; failure of transportation; strikes; lockouts; actions
         of labor unions; condemnation; requisition; laws; orders of governments
         or civil or military authorities; or any other cause, whether similar
         or dissimilar to the foregoing, not within the reasonable control of
         Landlord or Tenant, as the case may be.

H.       Submission of Lease. Submission of this Lease to Tenant for signature
         does not constitute a reservation of space or an option to lease. This
         Lease is not effective until execution by and delivery to both Landlord
         and Tenant.


<PAGE>

I.       Headings. The section headings appearing in this Lease are inserted
         only as a matter of convenience and in no way define, limit, construe
         or describe the scope or intent of any Section.

J.       Amendment. This Lease may not be altered, waived, amended, or extended
         except by an instrument in writing signed by Landlord and Tenant.

K.       Entire Agreement. This Agreement constitutes the entire agreement of
         the parties with respect to the subject matter set forth herein, and
         supersedes and replaces all other agreements or understandings of the
         parties, whether oral or written.

L.       Construction. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY AND THEIR
         RESPECTIVE COUNSEL HAVE REVIEWED AND REVISED, OR HAVE HAD THE
         OPPORTUNITY TO REVIEW AND REVISE, THIS AGREEMENT AND THAT THE NORMAL
         RULE OF CONSTRUCTION TO THE EFFECT THAT AMBIGUITIES ARE TO BE RESOLVED
         AGAINST THE DRAFTING PARTY SHALL NOT BE EMPLOYED IN THE INTERPRETATION
         OF THIS LEASE OR ANY EXHIBITS, ADDENDUMS OR AMENDMENTS HERETO.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective the
day and year first above written.

LANDLORD                                    TENANT

CSM PROPERTIES, INC.                        QUANTECH LTD.


BY: _____________________________________   BY: _______________________________

ITS: _____________________________________  ITS: ______________________________