**Exhibit10.1**

**LEASE AGREEMENT**

**Date: 8/13/01**
| **LESSOR:**                                                                                                      |   | **LESSEE:**                                                                                              |
|------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------|
|                                                                                                             |   |                                                                                                     |
| **Place & Plaza LLC**c/o Wellington  Management, Inc.  1625 Energy Park Drive, Suite 100  St. Paul, MN 55108 |   | **Endocardial Solutions, Inc.**1350 Energy  Lane, Suite 104  St. Paul, MN 55108  Federal ID # 41-1724963 |

 

Lessor hereby leases to Lessee the Premises describedbelow, on the terms and conditions defined within this Agreement

# 1.             DESCRIPTION.

| Address                                                                                                                                                                                                                                                                                                                                                                                                                 |   | 1410 Energy Park Drive, Suite 12, St. Paul, MN 55108 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                 |
| Building Square Footage                                                                                                                                                                                                                                                                                                                                                                                                 |   | 49,158 square feet                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                 |
| Premises Square Footage                                                                                                                                                                                                                                                                                                                                                                                                 |   | 7,316 square feet                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                 |
| Percentage Share                                                                                                                                                                                                                                                                                                                                                                                                        |   | 14.88%                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                 |
| **The commencement date shall be 30  days from Lease execution and will terminate on March 31, 2004, but must  be executed no later than August 13, 2001.  Lessor will issue a commencement letter to Lessee, as  confirmation of the commencement date.   Should the commencement date be a date other than the first of the  month, the first month’s rent shall be prorated as necessary.** |
|                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                 |
| Monthly Rent                                                                                                                                                                                                                                                                                                                                                                                                            |   | (see below)                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                    |   |                                                 |
| Use of Premises                                                                                                                                                                                                                                                                                                                                                                                                         |   | General warehouse and production space               |
|                                                                                                                                                                                                                                                                                                                                                                                                                         |        |                                                      |  |  |

#  

# 2.             LEASE.  In consideration of these mutual agreementsand provisions, Lessor leases to Lessee and Lessee leases from Lessor the abovepremises for the above use and in compliance with Federal, State and Local Regulationsand the Rules and Regulations established by Lessor.

# 3.             RENTPAYMENTS.  Lessee shall pay to Lessor inadvance, the stated Monthly Base Rent and the Additional Rent on or before thefirst day of each month with said amount to be prorated for the first and lastmonth of the lease term if occupancy by Lessee shall begin or end on a dayother than the first of the month. Lessor shall have the right to assess and collect from Lessee a lateservice fee of ten (10) percent on rent payments received after the fifteenth(15th) of the month, said amount to be paid with the nextinstallment of monthly rent.  Failure onbehalf of Lessee to make these rent payments until proper termination of thisAgreement will result in the right of Lessor to exercise legal remedies.

The Base Rent shall be paid according to the followingschedule:
| **TERM**           |   | **RATE PER SF.** |   | **ANNUAL  BASE RENT** |   | **MONTHLY  BASE RENT** |   |
|--------------------|--------|------------------|--------|-----------------------|--------|------------------------|--------|
|               |   |             |   |                  |   |                   |   |
| First 12 months    |   | $                | 6.00   |                  | $      | 43,896.00              |   | $ | 3,658.00 |   |
| Remainder of  Term |   | $                | 6.50   |                  | $      | 47,554.00              |   | $ | 3,962.83 |   |

 

OPTION TO TERMINATE. Lessee is granted the right to terminate this lease agreement inaccordance with the terms as set forth in the Option to Terminate in Lessee’sLease for the Premises located at 1350 Energy Lane, Suites 104-110,St. Paul, MN 55108.

# 4.             ADDITIONALRENT FOR OPERATING COSTS.  Lessee shallpay Lessee’s pro rata share 14.88% of the “Operating Expenses,” as may benecessary and reasonable, as reasonably estimated from time to time by Lessor,in operating and managing, equipping, policing and protecting, lighting,repairing, replacing non-capital improvement items, and maintaining theBuilding.  “Operating Costs” are notspecific costs which are separately billed to and paid by specific tenants, andnot depreciation expenses or expenses arising from the amortization of anyprincipal or interest payments on Lessor’s mortgage debt against the Premises,or payment of income taxes by Lessor. “Operating Expenses” include, but are not limited to, the following:

## (a)           EmployeeExpenses.  Wages, salaries and relatedexpenses of all employees directly engaged in the operation, maintenance andsecurity of the Building.

## (b)           Suppliesand Materials.  All supplies andmaterials used in the operation and maintenance of the Building.

## (c)           Utilities.  The “Common Area” utilities that serve thebuilding are separately metered, and Lessee shall pay its percentage share ofany such costs which may include gas, electricity, water and sewer for the termof this Agreement.  All other utilityservices to the premises will be metered separately, billed to and paid for byLessee.

## (d)           Managementand Maintenance Agreement.  Managementcosts not to exceed those which are customarily charged by independent managersfor similar buildings in similar locations, maintenance and service agreementsfor the Building and the equipment therein including, but not limited to,building alarm system(s), window cleaning, snow removal and ground maintenance.

## (e)           Insurance.  Cost of all insurance, including, but notlimited to, fire, casualty, liability and rental abatement insurance applicableto the Building and Lessor’s personal property used in connection therein.  If the use of the premises by Lessee resultsin any rate increase for such insurance, Lessee shall correct the circumstancesthat cause such rate increase or shall pay such rate increase immediately whendue.

## (f)            Repairs,Replacements and General Maintenance. Costs of repairs, replacements of non-capital items and generalmaintenance (excluding repairs and general maintenance paid by proceeds ofinsurance or by Lessee or other third parties, and alterations attributablesolely to tenants of the Building other than Lessee).

## (g)           CommonArea Maintenance.  Any and all commonarea maintenance costs related to the public areas of the building includinginterior lobby and service areas, sidewalks, the parking lot, landscaping,window washing, exterior painting and all other such maintenance requiredduring the term of this Agreement.  Allservices shall be provided for the comfortable use of the premises duringbusiness hours provided that Lessee is not liable for damages for failure toprovide services due to causes beyond its reasonable control.

## (h)           Maintenanceof heating, mechanical and air-conditioning fixtures and equipment shall specificallyinclude the reasonable cost of quarterly inspections and preventive maintenanceperformed by an independent mechanical contractor who shall be contracted forby Lessor.  Any additional charges thatresult from repairs or mechanical breakdowns which result in costs over andabove routine maintenance covered in service contracts will be billed to anddirectly paid for by Lessee.

## (i)            RealEstate Taxes.  All real estate taxesassessed against the building, including special assessments which are due andpayable during the term of the Lease.

## (j)            OtherTaxes.  All other taxes, servicepayments in lieu of taxes, excise, levies, fees or charges, general andspecial, ordinary and extraordinary, unforeseen as well as foreseen, of anykind which are assessed, levied, charged, confirmed or imposed by any publicauthority upon the Building, its operation or the rent provided for in thisLease Agreement.

Lessee understands that Lessee’s pro rata share hasbeen arrived at by dividing the number of rentable square feet in the LeasedPremises by the total rentable square feet available in the Building.  Lessee shall pay in advance, together withpayment of Monthly Base Rent, its pro rata share of all Operating Expenses.

2001 estimated operating expenses are $4.97 per squarefoot.

Within one-hundred and twenty (120) days of the end ofeach calendar year during the term of this Lease Agreement, or any extensionsor renewals thereof, Lessor shall furnish Lessee, upon Lessee’s request, astatement detailing the actual costs incurred by Lessor during the precedingcalendar year, at which time an appropriate adjustment will be made if suchfigures are different than the estimated payment made by Lessee throughout thepreceding calendar year.

# 5.             SECURITYDEPOSIT.  Upon the date hereof, Lesseeshall pay to Lessor the amount of $0.00, of which will be held as a SecurityDeposit to guarantee the payment of rent and the performance of all the termsof this Agreement.  Upon the occurrenceof any default by Lessee or late payment, Lessor may use said Security Depositto the extent necessary to make good any arrearage of rent or any otherexpense.  Any remaining balance of saidSecurity Deposit shall be returned to Lessee upon compliance with the termsherein and acceptance of the vacated premises by Lessor.  Lessee understands that its liability is notlimited to the amount of the Security Deposit and use of such deposit by Lessorshall not constitute a waiver, but is in addition to other remedies availableto Lessor under this Agreement and Law. Upon the use of all or part of the Security Deposits to cure defaults ofLessee, Lessee shall forthwith deposit with Lessor the amount of the SecurityDeposit so used.

# 6.             OCCUPANCY.  Lessor agrees to deliver the premises in asafe, broom clean and usable condition, in compliance with all applicableBuilding Codes.  In the event Lessee isprevented from occupying the premises at the start of the above term due todelays by Lessor, the commencement and termination dates of this LeaseAgreement will be extended one day for each day occupancy is delayed.  Under no circumstances will the lease termbe reduced.  **Lessee shall have access to the space as of August 1, 2001 for spaceplanning and construction purposes.**

# 7.             UTILITIES.  Lessee shall pay for all utilities,including gas, electricity, water, sewer and telephone services for the LeasedPremises during the term of the Agreement. **It is understood by Lessee and Lessorthat Lessee’s electrical meter is shared by Suite 11; furthermore, Lesseeagrees to pay the monthly service bills, keep track of the annual expenses andwill submit for reimbursement at the end of each calendar year, as long asSuite 11 is occupied.  Suite 11 consistsof 1,344 square feet, and Lessee will be reimbursed on a per square foot basis.**

# 8.             STRUCTURALMAINTENANCE.  Lessor shall, at itsexpense, keep the structural parts of the building in good repaid, includingthe structural parts of the exterior walls, roof and foundation, except thatLessor shall not be responsible for repairs caused by the fault of negligenceof Lessee, its employees or invitees.

# 9.             EXTERIORMAINTENANCE.  Lessor shall contract for,and Lessee shall pay its percentage share of all common areas heat,electricity, water, sewer, landscape care, snow removal, window washing,parking lot maintenance, exterior painting and all other such maintenancerequired during the term of this Agreement. All services shall be provided for the comfortable use of the premisesduring business hours provided that Lessor is not liable for damages forfailure to provide services due to causes beyond its reasonable control.

# 10.           INTERIORMAINTENANCE.  Lessee shall beresponsible for the interior maintenance of the premises, includingmaintenance, repair or replacement of entrance doors, overhead garage doors,heating, plumbing, electrical, mechanical and air-conditioning fixtures andequipment used by Lessee; the replacement of all glass (interior or exterior)broken and agrees to keep the premises, and surrender the premises upon terminationof this Agreement, in as good a condition as when turned over to it, reasonablewear, tear and damage from the elements expected.  All service charges for repairs and mechanical breakdowns, suchas, but not limited to: heating and cooling, light bulbs or ballast’s, plumbingand electrical, that are over and above the cost of routine maintenancecontracts that are already paid through Operating Costs, will be billed to andpaid directly by Lessee.

Lessor warrants for the first 60 days of this Lease Agreementthat all heating, mechanical and air-conditioning fixtures and equipment is inworking condition.  Specific mechanicalrequirements that Lessee may require that are outside of a typical buildingstandard will be the sole responsibility and cost of the Lessee.

# 11.           LESSEEINSURANCE.  To obtain at Lessee’sexpense and keep in force during the term of this Lease a policy ofcomprehensive general liability insurance, in such amounts as Lessor mayrequire, protecting Lessee from and against any and all claims for damages toperson or property, which shall include plate glass coverage, or for loss oflife or property occurring on, in or about the premises.  Such insurance to afford protection of notless than $1,000,000.00 combined single limit, for injuries to person,including death, damage to property, including loss of use thereof.  Such policy shall contain a provisionrequiring thirty (30) days’ written notice to Lessor before cancellation of thepolicy can be effected.

If the Lessee shall fail to procure and maintain suchinsurance, Lessor may, but shall not be required to, procure and maintain thesame, but at the expense of the Lessee, which shall become additional renthereunder.  Lessee shall deliver to Lessor,prior to occupancy, copies of policies of liability insurance required hereinor certificates evidencing the existence and amounts of such insurance.  Lessee may use blanket insurance coverage tosatisfy the requirement.

Lessee must also obtain, at its expense, and keep infull force during the term of this Lease Agreement, property insurance coveringthe contents of the Leased Premises and all alterations, additions andleasehold improvements made thereto, in the amount of their full replacementvalue.

Such property insurance shall provide coverage forcauses of loss relating from RISK OF DIRECT PHYSICAL LOSS as described in thestandard form of insurance “Causes of loss-special form” or itsequivalent.  Lessee’s policies ofproperty insurance required herein, or certificate evidencing the existence andamounts of such insurance shall be provided to Lessor.  Such policy shall contain a provisionrequiring thirty (30) days’ written notice to Lessor before cancellation of thepolicy can be effected.

# 12.           HAZARDOUSSUBSTANCES.  Lessee shall not use,occupy, suffer or permit any use of the Leased Premises which would in any wayinclude the storage, use or generation of any substances or materials definedas “Hazardous Waste,” “Hazardous Substances,” “Pollutants” or “Contaminants”under any federal, state or local statute, ordinance or regulation.  Lessee shall indemnify and save harmlessLessor against all liabilities, damages, claims, fines, penalties, costs andother expenses, including reasonable attorneys’ fees, which may be imposedupon, or incurred by, or asserted against Lessor by reason of a breach of theforegoing covenant by Lessee regarding hazardous substances.

# 13.           NOTICES.  Any notice required or permitted to be givenhereunder by one party to the other shall be deemed to be given when personallydelivered to Lessee at the Demised Premises and to Lessor at their office ormailed, postage prepaid, by certified or registered mail, addressed to therespective party to whom notice is intended to be given at the followingaddress of such party.  Noticepertaining to the lease term, e.g., options, renewals, etc., must be deliveredvia certified or registered mail.

| **LESSOR:**                                                                                                       |   | **LESSEE:**                                                                      |
|-------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------|
|                                                                                                              |   |                                                                             |
| **Place  & Plaza LLC**c/o Wellington  Management, Inc.  1625 Energy Park Drive, Suite 100  St. Paul, MN 55108 |   | **Endocardial  Solutions, Inc.**1350 Energy  Lane, Suite 104  St. Paul, MN 55108 |

#  

# 14.           TENANTIMPROVEMENTS.  Lessor will improve thepremises as follows:

1.             Bringall lights and HVAC equipment to good working order.

Any additional improvements will be done by Lessee, mustbe approved by Lessor prior to the beginning of construction, and are at thesole cost and expense of Lessee.  Allwork shall be done in a good workmanlike manner, by licensed, bonded andinsured contractors, and in accordance with all federal, state and localregulations.

# 15.           RULESAND REGULATIONS.  Lessee has read andagrees to be bound by the following Rules and Regulations of Lessor andacknowledges that a violation of any of said rules shall constitute a breach ofthe provisions of the Lease Agreement of the above date.  Said Rules and Regulations may be added toor amended from time to time by Lessor for the benefit of all leases within thebuilding, and such additions or amendments shall become effective immediatelyupon notification.

## (a)           TRASH. Lessee shall provide its own dumpsterfor trash and agrees not to leave or store any materials, litter or trash onthe grounds or parking areas.

## (b)           DISTURBANCE.  No offensive noise, odors or conduct shallbe permitted at any time which will disturb or annoy other lessees.

## (c)           PARKING.  The use of parking shall be subject toreasonable regulations as Lessor may promulgate from time to time uniformly forall lessees.  Lessee agrees that it willnot use, or permit the use of, the parking area for overnight storage ofautomobiles.  There will not be anyassigned exclusive parking spaces available to any Lessee of the buildingexcept with the prior written consent of Lessor.  Lessee will use its best efforts to avoid parking in front ofother tenant spaces.

## (d)           SIGNS.  No sign, advertisement or other letteringshall be painted, affixed or exposed on windows or doors or any part of thebuilding or property without the prior written consent of Lessor.  All identification signs shall be as per thebuilding standards.

## (e)           ALTERATIONS.  No interior alterations, connection,painting or redecorating of a permanent nature may be done to the premiseswithout written approval of Lessor. Lessee agrees that all such approved work shall be done in a good,workmanlike manner in compliance with applicable building codes, that no liensshall attach to the premises by reason thereof, and that the premises shall berestored to their original condition by Lessee prior to the expiration of theAgreement.  Failure to remove fixtures andequipment shall constitute abandonment to Lessor who may remove said fixturesand equipment, and restore the premises to their original condition, at theexpense of Lessee.

## (f)            FIXTUREMOVEMENT.  Lessee agrees that any andall furniture, fixtures and goods will be moved by the Lessee whenever suchmoving is necessary for the purpose of building repair and/or maintenance byLessor.

## (g)           ACCESS.  Lessor or authorized agent has the right toenter the unit at any reasonable time to inspect, make repairs or alterationsas needed, and three (3) months prior to the termination of this Agreement todisplay the unit to prospective tenants, and to place on doors and windowsappropriate notice that the premises are for rent.

## (h)           LOCKS.  No additional locks will be placed on any ofthe doors in the building without the prior written approval of Lessor and, insuch event, Lessor shall receive an access key to such locks.

## (i)            STORAGE.  Storage and installation of any machinery,part, materials, shelving or furniture of any type whatsoever constitutesoccupancy, and will require payment of rent for each day the space is used, andis specifically disallowed unless approved in writing by Lessor.

## (j)            FLOORS.  Lessee will not cause floor loading inexcess of 200 pounds per sf.

## (k)           TRAILERS.  Lessee shall not park and/or store trailersof any kind, covered or uncovered, in the parking area for temporary orpermanent storage at any time of the day. This shall include semi-trailers, panel vans, hauling trailers of anysize, open or enclosed.  Lessee will notpark semi-trailers for loading or unloading for extended periods of time.  All trailers must be stored inside theleased Premises or stored off site.  Inaddition, the storage of boats and personal recreation vehicles in the parkinglot is prohibited.

# 16.           WAIVEROF SUBROGATION.  Lessor and Lessee eachhereby mutually waive and release all claims and liabilities against the other,and the agents, servants, employees and invitees of the other, for loss ordamage to the premises or any portion thereof, the building and otherimprovements of which the premises are a part, as well as any improvements,fixtures, equipment, supplies, merchandise and other property located in, uponor about the premises, resulting from fire, explosion or other perils includedin standard fire and extended coverage insurance, whether caused by thenegligence of any of said persons or entities, or otherwise.  It is understood that Lessor and Lesseeshall look solely to their own insurers in the event of casualty.

# 17.           LOSSPROTECTION.  Lessee agrees to holdLessor harmless from and indemnify Lessor against any and all liabilities,damages and expenses arising from injury, damage or loss to or caused byLessee, its employees, guests, agents, sub-tenants or visitors, or any propertyof said persons, in or about the premises, building or grounds from any causewhatsoever, connected with the use of or activities in or about theproperty.  Lessee further will make noclaim against Lessor for any loss of or damage to the premises or property ofLessee caused by theft, burglary, water, gas or other means.

# 18.           FIXTURESAND EQUIPMENT.  All fixtures andequipment considered necessary to the general operation and maintenance of theproperty shall be the property of Lessor, except that any “trade fixtures”provided by Lessee, at its own expense, shall remain the property of the Lesseeand will be removed by Lessee upon termination of this Agreement.  Lessee grants to the Lessor a lien upon allpersonal property of Lessee in said premises to secure payment of the rent, andagrees that no such property shall be removed from said premises while anyinstallments of rent are past due or any other default exists under thisAgreement.

# 19.           ASSIGNMENT.  No subleasing or other assignment by Lesseeis allowed without written consent of Lessor, which consent shall not beunreasonably withheld.  Such consentshall not release the assigning party of any obligation or liability arisingunder the terms of this Agreement.  ThisAgreement and the deposits shall be assignable by Lessor, provided the assigneeassumes all of the obligations of Lessor hereunder.

# 20.           BREACH.  A breach of this Agreement shall exist if atany time during the term of this Agreement Lessee shall:  (a) vacate said premises or default inthe payment of rent; (b) make an assignment for the benefit of creditors;(c) file or have filed against it a petition for bankruptcy or arrangementin settlement of liabilities or reorganization; or (d) violate and/or failto comply with any Article, provision, rule or regulation in this Lease.  In addition, if Lessee fails more than twicewithin any twelve (12) month period to observe or perform any covenant,condition, rule, regulation or agreement of this Lease (including, without limitation,the payment of Rent), regardless of whether such defaults have been cured byLessee, the third (3rd) default shall, at the election of Lessor, inits sole discretion, be deemed a noncurable Breach.

In the event of a Breach, Lessor shall have thefollowing rights:

## (a)           Lessorshall have the right to enter the premises and remove all persons and propertyfrom the premises and store such property in a public warehouse or elsewhere atthe cost of Lessee, and Lessor may either terminate this Agreement or, withouttermination this Agreement, make such alterations and repairs as may benecessary in order to rent the premises, and rent the premises or any partthereof for such term and at such rents and upon such other terms andconditions as Lessor, in its sole discretion, may deem advisable.  Upon such renting, all rentals received byLessor shall be applied first to the payment of any debt other than rent duehereunder from Lessee to Lessor; second to pay any reasonable costs andexpenses of such renting, including brokerage and legal fees; third to pay anyrent due hereunder; and the residue, if any, shall be held by Lessor andapplied in payment of future rent which becomes due and payable hereunder.  If the rental received from renting thepremises is less than the rent payable hereunder, Lessee shall pay any suchdeficiencies, monthly, to Lessor.  Noentry or taking possession of the premises by Lessor shall be an election byLessor to terminate this Agreement.

## (b)           Lessorshall also have the right to terminate this Agreement, in which event, inaddition to any other remedies Lessor may have, Lessor may recover from Lesseeall damages incurred by reason of Lessee breach, including the cost ofrecovering the premises, reasonable legal fees and any excess of the rentreserved in this Agreement for the remainder of the stated term over the thenreasonable rental value of the premises for the remainder of the stated term,all of which shall be immediately due and payable from Lessee to Lessor.

## (c)           Lessormay, at its option, instead of exercising any other right or remedy, spend suchreasonable sums as may be reasonably necessary to cure any default of Lesseeand such amount, including legal fees, shall be paid by Lessee as additionalrent, upon demand.

## (d)           Anyremedy of Lessor herein or by law or statute shall be cumulative with all otherremedies and may be exercised from time to time and as often as the occasionmay arise.

## (e)           Noforbearance by Lessor to exercise any right accruing to Lessor hereunder shall beconstrued as a waiver of any such rights.

In the event of a Breach, Lessee shall have thefollowing rights to cure:

## (a)           Failureto Make Payments.  Upon writtennotice from Lessor, Lessee will have ten (10) days to make payments in the formof guaranteed funds subject to Article 20, paragraph 6 above.

## (b)           Failureto Observe or Perform.  Upon writtennotice from Lessor that Lessee has not observed, performed or has violated acovenant, condition or provision of this Lease Agreement, except failure tomake payment, Lessee shall have thirty (30) days to cure; provided, however,that if the nature of Lessee’s default is such that more than thirty (30) daysare reasonably required to its cure, then lessee shall not be deemed to be inBreach if Lessee commences such cure within said thirty (30) day period andthereafter diligently prosecutes such cure to completion, subject toArticle 20, paragraph 6 above.

# 21.           IMPAIRMENTOF USE.  If the premises shall becomeuntenantable or unfit for occupancy, in whole or in part, by the total orpartial destruction of the building by fire or other casualty, this Agreementmay, at the option of the Lessor, cease and terminate and Lessee shall have noclaim against Lessor for the value of any unexpired term of said Agreement.  If Lessor shall elect to restore thepremises, rent shall be abated for each period of restoration in accordancewith the ratio of the portion of the premises deemed untenantable to the entirepremises.

# 22.           RELOCATION.  Lessor hereby reserves the right to relocateLessee to another part of the complex during the lease term so long as thenumber and value of the improvements so substituted equals or exceeds thenumber and value of those in the Leased Premises.  Lessor will provide Lessee with sixty (60) days’ written noticeof such relocation.  The cost of anysuch relocation will be at the reasonable cost to the Lessor.

# 23.             CONDEMNATION.  If the whole or any part of the building and/or the demisedpremises shall be acquired or condemned by eminent domain for any public orquasi-public use of purpose, then, and in that event, the term of thisAgreement may, at the option of the Lessor, cease and terminate from the datethe title vests and Lessee shall have no claim against Lessor for the value ofany unexpired term of said Agreement.

# 24.           OTHERPAYMENTS.  In addition to the rent setforth herein, all other payments to be made by Lessee to Lessor hereunder shallconstitute rent as herein defined.

# 25.           HOLDINGOVER.  If Lessee remains in possessionof the premises after the expiration of the lease term with the express writtenconsent of Lessor, Lessee shall be deemed to be occupying the premises as aLessee from month to month, subject to all the conditions, provisions andobligations of this Agreement insofar as the same can be applicable to amonth-to-month tenancy; provided, however, that the gross rent required to bepaid by Lessee during any holdover period shall be a minimum of 1.5 times thegross rent which Lessee was obligated to pay for the month immediatelypreceding the end of the term of this Lease Agreement for each month or anypart thereof, of any such holdover period. In the event of holding over by Lessee after expiration or terminationof this Lease Agreement without the written consent of Lessor, Lessee shall bein breach of this Lease and Lessor shall be entitled to all of its rights andremedies under this Lease, in law, or in equity.  No holding over by Lessee after the term of this Lease Agreementshall operate to extend the lease term; in the event of any unauthorizedholding over, Lessee shall indemnify Lessor against all claims for damages byany other tenant to whom Lessor may have leased all or any part of the LeasedPremises covered hereby effective upon the termination of the Lease Agreement.

# 26.           SUBORDINATION.  It is mutually agreed that this Lease shallbe subordinate to any and all mortgages, ground leases, other securities, orthe interests of financial participants, including any renewal, modifications,consolidations, replacements and extensions thereof now or hereafter recordedagainst the lease premises by the Lessor. Lessee shall, in the event of any proceedings brought for theforeclosure of, or in the event of exercise of the power of sale under, anymortgage made by Lessor covering the premises, attorn to the purchaser andrecognize such purchaser as Lessor under this Lease.

# 27.           EXHIBITS.  Any and all exhibits attached to thisAgreement shall be a part of this Agreement and any amendments hereto shall bein writing and executed by both Lessor and Lessee.

# 28.           ESTOPPELCERTIFICATE.  Lessee shall at any timeand from time to time, upon not less than three (3) days’ prior written noticefrom Lessor, execute, acknowledge and deliver to Lessor a statement in writingcertifying (a) that this Lease is in full force and unmodified (or, ifmodified, stating the nature of such modification), (b) the date to whichrental and other charges payable hereunder have been paid in advance, if any,and (c) that there are, to Lessee’s knowledge, no uncured defaults on thepart of Lessor hereunder (or specifying such defaults if any are claimed).  Any such statement may be furnished to andrelied upon by any prospective purchaser, Lessee or encumbrancer of all or anyportion of the Project.

# 29.           SUBMISSION.  The submission of this document forexamination does not constitute an option or offer to lease space, orreservation of space.  This documentshall have no binding effect on the parties unless executed by the Lessor andthe Lessee and a fully executed copy is delivered to the Lessee.  The Lessee is solely at risk for anybusiness decisions, purchases made, or contracts entered into, in relation tothe presentation of this lease document.

# 30.           PREPAYMENTOF RENT.  Lessee shall,contemporaneously with the execution of this Lease, pay to Lessor one month’sBase Rent, Operating Costs, Improvement Amortization and the entire amount ofSecurity Deposit.  After that time,Lessee shall pay rent in accordance with Article 3 herein.  Failure of Lessee to prepay said amountsshall be considered an anticipatory breach of the terms of this Lease, andshall operate to terminate Lessee’s rights under this Lease, includingpossession of the Premises.

# 31.           BROKERS.  With the exception of Wellington Management,Inc., Lessor’s Agent, each of the parties represents and warrants that thereare no claims for brokerage commission or finder’s fees in connection with theexecution of this Lease, and agree to indemnify the other against, and hold itharmless from, all liabilities arising from such claim, including, withoutlimitation, reasonable attorneys’ fees.

**IN WITNESS WHEREOF,**the parties have caused this Agreement tobe signed by their proper officers or representatives and warrant that theyhave the authority to bind same.
| **LESSOR:**           |                               | **LESSEE:**                 |   |
|-----------------------|------------------------------------|-----------------------------|--------|
|                  |                               |                        |   |
| Price & Plaza LLC |                               | Endocardial Solutions, Inc. |   |
|                  |                               |                        |   |
| By:                   |   /s/  Steven Wellington |                        | By:    |      Michael  Fredrick |   |  
 

 

Name  Printed

 

 

 

 

 

Its:

          Chief Manager

 

By:

     /s/  Michael Fredrick

 

 

 

Signature

 

 

 

 

 

Date:

   8/13/01

 

Its:

       Controller

 

 

 

 

 

 

 

 

 

 

 

Date:

     8/13/01

 

 

 

 

 

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