1. The  Lessee  shall not  assign the whole of the  Premises  without  the prior
written  consent of the  Lessor  such  consent  not to be  unreasonably  refused
subject to the provisions contained in the next succeeding paragraphs.

2. The refusal of such consent will be reasonable  if on the ground  (whether or
not with  other  grounds)  that any one or more of the  following  circumstances
exist.

2.1      That in the  reasonable  opinion  of the  Lessor  the use to which  the
         proposed assignee intends to put the Premises and/or trading profile of
         the proposed assignee is unsuitable for the Premises or the building of
         which the Premises form a part.

2.2      That in the  reasonable  opinion of the Lessor  the  proposed  Assignee
         (taken  together with any additional  security  offered or required) is
         not a person who is likely to be able to comply with the  covenants  on
         the part of the Lessee  contained in this Underlease and to continue to
         be able to comply with them following the Assignment,

3. Clause 2 of this Schedule shall operate without prejudice to the right of the
Lessor to refuse such consent on any other proper  ground or grounds  where such
refusal would be reasonable given all the circumstances.

4.       It will be reasonable  for  any one or more of the following conditions
to be attached to any consent:-

4.1      A requirement  that the assigning  lessee execute as a Deed and deliver
         to the  Lessor  prior  to the  assignment  in  question  an  authorised
         guarantee  agreement  (as defined in and for the purposes of Section 16
         of the  Landlord  & Tenant  (Covenants)  Act  1995) in such form as the
         Lessor shall reasonably require.

4.2      If the Lessor  reasonably  so  requires on an  assignment  to a limited
         company a  requirement  that not more than two Directors of the Company
         or some other  guarantor or  guarantors  reasonably  acceptable  to the
         Lessor are  provided  to execute in favour of the Lessor and deliver to
         the Lessor  prior to the  assignment  in question a Deed of Covenant in
         respect of the obligations on the part of the proposed  assignee to pay
         the rent and other sums reserved by this  Underlease and to observe and
         perform the covenants on the part of the Lessee  herein  contained in a
         form reasonably acceptable to the Lessor.

4.3      If the Lessor  reasonably  so requires  given all the  circumstances  a
         requirement  that the proposed  assignee enters prior to the assignment
         into such  reasonable  rent deposit  arrangements  and/or provides such
         additional  security for  performance  by the proposed  assignee of its
         obligations  under this lease as the Lessor may reasonably and properly
         require.

5. Clause 4 of this Schedule shall operate without prejudice to the right of the
Lessor  to impose  further  conditions  upon a grant of  consent  where  such in
position would be reasonable in all the circumstances.

<PAGE>

SIGNED AS A DEED                    )
by the Lessor in the                )
presence of                         )








THE COMMON SEAL                     )
of the Lessee was hereunto          )
affixed in the presence of          )



<PAGE>

                                 LEASE AGREEMENT

     THIS  LEASE  AGREEMENT  made  this 1st day of April  2000,  by and  between
Versluis  Shoreline,  Ltd.  of 3535  Plainfield,  NE,  Grand  Rapids,  MI 49525,
hereinafter referred to as "Landlord" and ROGUE RIVER SOFTWARE,  INC. of 1350 N.
Lake Store Dr/#315 Chicago, IL 60610 , hereinafter referred to as "Tenant"

                                   WITNESSETH

         1.    PREMISES.  Landlord  hereby  leases to Tenant and  Tenant  hereby
          agrees to lease and rent the following  described  premises located at
          5250 Northland Dr. Grand Rapids,  MI, consisting of approximately 2218
          square feet, upon the terms and conditions herein contained.

         2.    TERM. The term of this Lease  Agreement  shall be for twelve (12)
          months commencing on April 1, 2000 and ending March 31, 2001.

         3.    RENT.  Tenant does hereby  covenant and agree to pay rent for the
          said premises according to the following schedule:

         a. Two Thousand One Hundred and 00/100  Dollars  ($2,100.00)  per month
commencing April 1, 2000 and ending March 31, 2001.

         Such rent shall be paid to the  Landlord on the first (1st) day of each
month, in advance, throughout the term hereof, in lawful currency, at such place
as the Landlord may from time to time designate in writing.

         DEPOSIT. Landlord acknowledges receipt of Four Thousand Two Hundred and
00/100 Dollars  ($4,200.00) from Tenant which sum shall be held without interest
by Landlord as a deposit.  Upon  acceptance  of this Lease,  said deposit  shall
belong to Lessor and shall be applied to the first and last months' rent.

         4. TAXES AND ASSESSMENTS.  Landlord does hereby covenant and agree that
it will  pay,  or  cause to be paid  promptly  when  due and  payable,  all real
property  taxes or  assessments,  special  or  otherwise  that may be  levied or
assessed on the leased premises during the term of this Lease Agreement.  Tenant
does hereby  covenant and agree that it will pay, or cause to be paid,  promptly
when due and payable, all personal property taxes that may be levied or assessed
on any personal  property  which  Tenant shall  maintain or locate in the leased
premises.

         5.  INDEMNIFICATION AND INSURANCE.  The Tenant does hereby covenant and
agree  that it will  protect,  indemnify  and keep and  save  harmless  Landlord
against and from any and all loss,  cost,  damage or expense  arising out of any
accident or other occurrence causing injury to any person or property whomsoever
or whatsoever  and due directly to the use or occupation of the leased  premises
by tenant or any person or persons holding or occupying under Tenant and will at
all time maintain public  liability and property damage  insurance in any amount
not less than One Million Dollars

<PAGE>

($1,000,000) for damages  resulting from any one occurrence.  The Landlord shall
be named as an additional insured with respect to said policies of insurance and
the  Tenant  shall  furnish to  Landlord  on request  certificate  of  insurance
evidencing compliance with the preceding requirements.

         6.    USE OF  PREMISES.  Except as  Landlord  and Tenant may  otherwise
          agree, in writing, the leased premises shall be occupied and used only
          by the tenant and its employees.

         7.    QUIET  ENJOYMENT.  Landlord  does hereby  covenant and agree that
          Tenant shall,  contingent upon the Tenant's  compliance with the terms
          and conditions of this Lease  Agreement,  quietly and peaceably  hold,
          possess, and enjoy the leased premises for the full term of this Lease
          Agreement,  without let or  hindrance  from the Landlord or any person
          claiming by, through or under  Landlord,  and the Landlord will defend
          the title to the leased premises and the use, possession and occupancy
          of the  same by  Tenant  against  the  lawful  claims  of all  persons
          whomsoever, except those claiming by, through or under the Tenant.

         8.    UTILITIES. Tenant does hereby covenant and agree that it will pay
          for the following  utilities used or consumed on said premises  during
          the term of this Lease Agreement: electricity, gas or heat and phone.

         9.    MAINTENANCE AND REPAIRS.  Landlord does hereby covenant and agree
          to maintain the plumbing, heating, electricity (Tenant responsible for
          changing light bulbs) and air conditioning systems wherever located in
          subject building,  and the exterior of the leased premises,  including
          landscaping  and parking areas,  and to keep them clean and reasonably
          free  from ice and  snow,  and to  maintain  the  common  areas of the
          building   wherein  the  leased   premises  are  located.   Tenant  is
          responsible  for  maintenance  of sidewalk  Landlord  shall repair any
          defect in the building,  the building  site or the premises  caused by
          the  negligence of Landlord.  Landlord shall not be liable for failure
          nor delay in furnishing any of the aforesaid services due to any cause
          beyond  its  reasonable  control,  but the  Landlord  shall  make  all
          reasonable  efforts to have such  services  restored  or  provided  as
          expeditiously as may be practical.  Tenant understands and agrees that
          it will be solely  responsible for providing  janitorial  services and
          Landlord  will be  responsible  for refuse  collection  for the leased
          premises.

        10.    ASSIGNMENT.  Tenant does hereby  covenant  and agree that it will
          not assign this Lease Agreement or sublet the leased premises,  or any
          portion  thereof,  without in each case first  obtaining  the  written
          consent thereto of Landlord.

        11.    FIRE AND DESTRUCTION.  If the leased premises or any part thereof
          shall be damaged or destroyed by fire,  tornado,  or the elements,  or
          other  casualty  during  the  term of  this  Lease  Agreement,  or any
          extension  thereof,  Landlord  shall,  with due diligence,  proceed to
          restore and repair the said damage: provided, however, if such damage,
          repairing or restoring of the leased  premises  shall cause the leased
          premises to be untenantable,  then rent shall abate entirely until the
          leased premises are again tenantable.  If only a portion of the leased
          premises is untenantable,  then rent shall abate and be prorated as to
          the portion made untenantable.

        12.    CONDEMNATION.  In  the  event  that  the  leased  premises,  or a
          material part thereof, be



<PAGE>

appropriated  by some  corporation  having  the power of eminent  domain,  or be
conveyed by the parties hereto to avoid condemnation  proceedings,  Tenant shall
have the right, at its option, if, in the reasonable exercise of its discretion,
the  premises  remaining  are no longer  adequate  for its  needs to cancel  and
terminate this Lease Agreement.  Any award in such condemnation proceeding shall
be the sole property of the Landlord;  provided always, that Tenant may remain a
party to such  proceeding  to put  forward  any  claims it may have for  special
damages  relating to the removal of trade fixtures and interruption of business.
Any amount awarded for such purpose shall be the sole property of Tenant.

         13.  INSTALLATION  OF TRADE  FIXTURES.  The Tenant shall have the right
from  time to time  during  the term of the  Lease  Agreement  to  install  such
fixtures and such interior  decoration  and make such  alterations in and to the
interior of the leased  premises as its business  may  reasonably  require,  but
shall make no  structural  changes  therein  or any  changes  whatsoever  to the
exterior  of the  leased  premises  without  the prior  written  consent  of the
Landlord,  which  consent  shall not be  unreasonably  withheld.  All  permanent
alterations  made or installed by the Tenant in the leased premises shall,  upon
termination  of this Lease  Agreement,  become  the  property  of the  Landlord;
provided,  however,  that  readily  movable  attachments  and  fixtures  such as
portable  partitions,  furniture,  office equipment and other personal  property
installed  by the Tenant may be removed by the Tenant upon  termination  of this
Lease Agreement, irrespective of the manner in which they may be attached to the
leased  premises,  provided  that the Tenant  shall at its own cost and expense,
repair any damage occasioned by such removal.

         14. NOTICES.  All notices to be given hereunder shall be sent by United
States  registered  mail,  return receipt  requested,  and the  registering  and
depositing of any such notice in the United States Post Office, postage prepaid,
shall be deemed as good and legal  service of such  notice.  Notices to landlord
shall be addressed to Landlord at 2881 Hidden View Dr.,  Caledonia,  MI 49316 or
such other address as shall from time to time be furnished to Tenant by Landlord
in writing.  Notices to Tenant shall be  addressed  to Tenant at 5250  Northland
Dr., Grand Rapids, MI 49525, or at such other address as shall from time to time
be furnished by Tenant to Landlord in writing.

         15.  REDELIVERY OF  POSSESSION.  Tenant does hereby  covenant and agree
that upon the termination of this Lease  Agreement,  whether by lapse of time or
otherwise,  it will deliver the leased premises and each and every part thereof,
in the same condition as when taken except for ordinary wear and tear, damage by
fire or other casualty, damage by the elements, and damage with respect to which
it is the responsibility of the Landlord hereunder to repair.

         16.  SUCCESSORS AND ASSIGNS.  This Lease  Agreement  shall in ?? to the
benefit of and be binding upon the parties  hereto and their  heirs,  successors
and assigns;  provided,  however,  that the Tenant may not assign  and/or sublet
except as hereinabove provided.

         17. DEFAULT. If any payment  of  rent  is not made within ten (10) days
after due, a late charge in the amount of five percent (5%) of such amount shall
be forthwith  payable by Tenant.

         If Tenant  defaults  in the  payment of any rent or any other sum which
this Lease required him to pay, or in the performance or observance of any other
obligation created by this Lease, Landlord

<PAGE>

may  terminate  this Lease by giving  Tenant  seven (7) days notice to quit said
premises,  which notice may be verbal, and if the default is not remedied within
seven (7) after such notice,  Landlord may  repossess  said premises and put out
Tenant and all persons  claiming  under him. If this Lease is so terminated  and
said  premises  repossessed,  Tenant will be liable to Landlord for loss of rent
due to his breach of this lease as though he had abandoned said  premises,  plus
any other sum  recoverable by law for damage to said premises or for restoration
to tenantable condition,  and the expense of putting out Tenant and his personal
property.

         18. IMPROVEMENTS. Landlord  will  repaint  and  clean  carpet  in  both
suites. All lighting fixtures  will  be  in  working order, Landlord will put an
opening between  units. Glass  sidelights  to  be  removed  and  drywalled. Door
separating mortgage company to be installed

         19.  OPTION TO RENEW.  Provided  that  Tenant is not in  default in the
performance  of this Lease.  Tenant shall have the Option to Renew the Lease for
two (2)  additional  one (1) year  terms  commencing  at the  expiration  of the
initial lease on the same terms and conditions  contained  herein,  with a three
percent  (3%)  increase  each  option.  The option small be exercised by written
notice given to Lessor not less than ninety (90) days prior to the expiration of
the initial  lease term.  If notice is not given in the manner  provided  herein
within the time specified, this option shall expire.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  his  Lease
Agreement as of the date first above written.

WITNESSES                                     LANDLORD: VERSLUIS SHORELINE, LTD.



                                                  /s/ Darrel Herweyer
                                                      Darrel Herweyer, President

                                                      TENANT;

                                                      ROGUE RIVER SOFTWARE, INC.



                                                  /s/   Richard Berger
                                                        Richard Berger, Director