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                                                                   EXHIBIT 10.24

                                    L E A S E

          This L E A S E, is made as of the  13    day of   January 2002
                                            ------        ---------------
(hereinafter the "Lease Date") between and among  STONEWOOD EAST    , a
                                                 -------------------
Pennsylvania limited partnership ( hereinafter referred to as "Landlord" ) and
 Sonic Foundry Media Systems, Inc., (hereinafter referred to as "Tenant").
-----------------------------------

                              W I T N E S S E T H:

1.  PREMISES
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          1.1 Premises. In consideration of the rents hereby reserved and
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covenants hereby made, Landlord leases to Tenant, and Tenant does rent from
Landlord, that certain premises designated as first (1/st/)     floor containing
                                             ------------------
approximately  9,004 rentable square feet ("Demised Square Feet") of space
              ------
(hereinafter the "Demised Premises ) within the Building located at 12300 Perry
                                                                    -----------
Highway   (hereinafter referred to as "Building"), in Wexford, Pennsylvania. The
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Demised Premises constitutes 28%  % of the total   31,625   square feet of
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rentable space in the Building ("Total Rentable Square Feet").
2.  TERM
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          2.1 Initial Term. Tenant shall have and to hold the Demised Premises
              -------------
for an Initial Term of   24   months beginning on the  31st   day of  January  ,
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2002   ("Commencement Date") and ending the 31st  day of  January  , 2004
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unless sooner terminated as hereinafter provided.
          2.2 Renewal Term(s). Tenant shall have the option to renew this Lease
              ----------------

for   one   additional period(s) / term(s) of 12  months (hereinafter the
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"Renewal Term(s)") provided: (a) Tenant notifies Landlord in writing of Tenant's
election to exercise such option not less than 120 days prior to the expiration
of the then current term and (b) Tenant is not in default under this Lease
either at the time of written notification to Landlord of the exercise of the
option or on the last day of the then current term. TIME IS OF THE ESSENCE (c)
Right to renew and renewal option are approved in writing by CoManage
(Guarantor).
3.  RENT
    ----
          3.1 Rent.
              -----
               A. Tenant agrees to pay during the First Lease Year, total "Base
Rent" of $ 99,044,  payable $ 8,253.66 monthly in advance on or before the first
          ---------          ---------
day of each month (hereinafter, the "Monthly Installments").

               B. Tenant agrees to pay during the Second Lease Year, total "Base
Rent" of $ 117,052, payable. $ 9,754.33 monthly in advance on or before the
          ----------          ---------
first day of each month (hereinafter, the "Monthly Installments").
4.  USE OF DEMISED PREMISES
    -----------------------
          4.1 Use and Care. The Demised Premises shall be used only for general
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office and for no other purposes without the prior written consent of Landlord.
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For the purposes of this lease agreement general office purposes includes those
things reasonably necessary and required to carry on a business as a developer
and technology integrator of computer software and hardware. Tenant agrees that
it will not keep, store or use in or upon the Demised Premises any article,
which may be prohibited by the terms of the fire and casualty insurance policies
from time to time covering the Demised Premises. Tenant will not injure or
deface the Demised Premises; Tenant will not overload the floors of the Demised
Premises; Tenant will not permit any objectionable noise or odor to escape from
the Demised Premises, and Tenant will not use the Demised Premises for lodging
or sleeping purposes.
          4.2 On Premises Advertising. Tenant will not place or allow to be
              ------------------------
placed, or maintain on the exterior of the Demised Premises, any sign (unless
approved in writing by Landlord), advertising matter or other thing of any kind,
on the glass of any window or door of the Demised Premises without first
obtaining Landlord's written approval thereof; and thereafter Tenant will
maintain such sign, decoration, lettering, advertising matter and other thing as
may be approved in writing by Landlord, in good condition and repair at all
times. No flashing, or moving signs or lights will be installed by Tenant.
Tenant shall be responsible to Landlord for all damages caused by installation,
use or maintenance of said signs, and Tenant agrees to repair all damage
incident to removal of said signs. Landlord agrees that Tenant may place its
name upon the roadside signs, glass doors and lobby marque in a manner similar
to that currently in existence.
          4.3 Return of Premises. Tenant shall deliver the Demised Premises to
              -------------------
Landlord at the expiration of the term of this Lease, including renewals
thereof, in substantially the same condition as the Demised Premises were in
when received by Tenant, reasonable wear and tear, damage by fire, casualty or
other cause not due to the misuse or neglect of Tenant or Tenant's agents,
servants, visitors or licensees excepted.
          4.4 Enforcement. Notwithstanding the provisions of Section 11 hereof
              ------------
respecting the time within which the Tenant shall cure defaults, if Tenant fails
to keep or perform any covenant or term included in this Section 4 or violates
any such covenant or term, and such failure or violation shall continue for a
period of five (5) days after receipt of written notice by Landlord, Landlord
may, in addition to any other remedies at law or in equity, (i) enjoin Tenant
from any further failure or violation hereunder through legal proceedings and/or
(ii) cure such failure or violation and receive, within ten (10) days from
demand, reimbursement for all expenses incurred by Landlord in connection
therewith, including attorneys fees, and all of such shall be deemed Additional
Rent and shall be payable upon demand by Landlord.

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          4.5 Rules and Regulations. The Rules and Regulations of the Building,
              ----------------------
including rules regarding access and security with respect to the Building and
the Demised Premises are attached hereto as Exhibit "C" shall be and are hereby
made a part of this Lease. Tenant, its employees, officers, servicepersons,
servants and agents, shall perform and abide by the Rules and Regulations and
all amendments or additions thereto which may be made from time to time by
Landlord and Tenant shall be responsible for insuring that Tenant's customers,
clients, patients and/or business invitees perform and abide by such Rules and
Regulations, so long as Landlord agrees to uniformly apply and enforce the Rules
and Regulations against all tenants of the Building.

5.  DELIVERY OF DEMISED PREMISES
    ----------------------------
          5.1 Work Plans. Tenant shall have the right to install two additional
              -----------
220V electrical outlets in an office to be used as an Uninterruptible Power
Supply. Such installation shall be at Tenant's expense and Tenant agrees to
utilize the Landlords licensed electricians for all work.
          5.2 Delayed Possession. If Landlord cannot deliver possession of the
              -------------------
Demised Premises to Tenant on the Commencement Date set forth in Section 2.1
above, due to failure to complete the Work Items on or prior to said scheduled
Commencement Date, and such failure is not due to an act or omission of Tenant,
then in such event, this Lease Agreement shall not be void or voidable but
rather the rent shall abate until date of possession.

6.  REPAIRS, MAINTENANCE AND ALTERATIONS
    ------------------------------------
          6.1 Landlord Repair and Maintenance Obligation. Except as provided in
              ------------------------------------------
this Lease with respect to condemnation and damages caused by casualty, Landlord
agrees to keep, repair and maintain the Building (including the roof, exterior
walls, foundation, gutters and down spouts), the common areas, (both inside and
out) including hallways, stairs, restrooms, elevators, foyers and all other
common areas provided for the common use of all tenants of Building, sidewalks,
paved areas, parking areas, HVAC, supply lines for water, sewer, gas and
drainage, electrical wiring (but not any of the electrical or plumbing systems
or fixtures within the Demised Premises such being the responsibility of Tenant)
in good repair at all time. If any portion of the Demised Premises which is the
responsibility of Landlord shall at any time be in need of repair, Landlord will
promptly repair same upon receipt of written notice from Tenant delivered to
Agent, except that Landlord shall not be obligated to make or pay for any
repairs to the Demised Premises rendered necessary by the fault, act, omission
or negligence Tenant, or any of its servants, agents, employees or business
invitees. Landlord agrees to employ reasonable efforts to keep the common areas
(both inside the Building and outside), clean, to keep such common areas lighted
during business hours of darkness when the Building is generally open for
business and keep the parking area reasonably paved, lighted and striped to
assist in the orderly parking of cars. Temporary closing by Landlord of parking,
walking and driveway areas due to repairs or other work deemed necessary by
Landlord shall be permitted.
          6.2 Tenant Obligations. Tenant shall commit no act of waste. Tenant
              -------------------
shall not make any alterations or additions to the Demised Premises without
Landlord's prior written consent. Landlord reserves the right to approve the
contractor, subcontractor or other workmen who are to affect said alterations or
additions, which approval shall not be unreasonably withheld. All alterations,
additions, improvements and fixtures, other than trade fixtures, which may be
installed by Tenant upon the Demised Premises and which in any manner are
attached to the floor, walls or ceiling shall, upon the expiration or earlier
termination of this Lease, become the property and be surrendered with the
Demised Premises as a part thereof. Any linoleum or other floor covering which
may be cemented or otherwise adhesively affixed to the floor shall likewise
become the property of Landlord. Tenant agrees to keep the Demised Premises in
good condition and repair, excepting repairs, which are the responsibility of
the Landlord as set forth in 6.1 above. Structural changes, exterior alterations
or additions to the Demised Premises may be made only with Landlord's written
consent. Tenant shall, in the use and occupancy of the Demised Premises, at its
sole cost and expense, promptly comply with all Rules and Regulations (Exhibit
C) as well as laws and ordinances now in force or hereafter enacted by any
governmental body or agency which may affect the Demised Premises by reason of
Tenant's use and occupancy of same. If structural alterations of the Demised
Premises or the Building become necessary as a result of such enactments and by
reason of Tenant's use and occupancy of the Demised Premises or because Tenant
has overloaded the floor or any facility, Tenant shall promptly make such
structural alterations at its sole cost and expense after first obtaining
Landlord's prior written approval of plans and specifications and furnishing
such indemnification against liens, costs and damages as Landlord may reasonably
require. Provided however, Tenant will have the right to install free-standing
work station partitions without Landlord's consent, so long as no building or
other governmental permit is required for their installation or relocation;
however, if a permit is required, Landlord will not unreasonably withhold its
consent to such relocation or installation. The freestanding work station
partitions for which Tenants pays, will be part of Tenant's trade fixtures for
all purposes under this Lease. All other partitions installed in the Demised
Premises are and will remain property of the Landlord. Landlord shall not be
liable for any damage to property of Tenant or of others located on the Demised
Premises, nor for the loss of, or damage to, any property of Tenant or of
others, by theft or otherwise. Landlord shall not be liable for any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or snow or leaks from any part of the
Building or from the pipes, appliances or plumbing or from the roof, street or
subsurface or from any others place or by dampness or by any other cause or
whatsoever nature. Landlord shall not be liable for any such damage caused by
other tenants or persons in the Demised Premises, occupants of adjacent property
or the Building, or the public, or caused by operations in construction of any
private, public or quasi-public work. Landlord shall not be liable for any
latent defect in the Demised Premises or in the Building except for a period of
one (1) year from the date Tenant takes possession of the Demised Premises. All
property of Tenant kept or stored on the Demised Premises shall be so kept or
stored at the risk of Tenant only and Tenant shall hold Landlord harmless from
any

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claim arising out of damage to the same, including subrogation claims by
Tenant's insurance carrier, unless such damage shall be caused by the willful
act or gross negligence of Landlord.
          6.3 Access. Landlord and its agents and employees, and persons
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authorized or approved by Landlord and its agents and employees, shall have the
right, upon 24 hours written notice, to enter the Demised Premises (a) to make
repairs and/or perform maintenance and service to or for the Demised Premises
and (b) if necessary, upon reasonable notice, in Landlord's opinion, to make
repairs, capital improvements and/or tenant improvements to space adjacent to
the Demised Premises which adjacent space is not leased to Tenant under this
Lease. Landlord shall use reasonable efforts to completed any inspections or
work in or about the Demised Premises so as to minimize disturbance to Tenant's
operations.
          6.4 Roof. Tenant may not use the roof of the Building for any purpose
              -----
whatsoever without Landlord's prior written consent. Landlord agrees to permit
Tenant to install Dish Network type satellite antenna receivers on the side of
the building near the roof of the demised premises. Landlord shall be
responsible for the maintenance and repair of the roof. However, if Tenant has
actual knowledge of any condition requiring maintenance or repair by Landlord
and Tenant shall fail to notify Landlord, Landlord shall not be liable to Tenant
for any damage occasioned by that condition including, but not limited to,
damage caused by plumbing, electrical, gas, water, steam or other utility pipes,
systems and facilities or by the bursting, stopping, leaking or running of any
tank, sprinkler, washstand, closet or waste or other pipes in or about the
Demised Premises or the Building nor any damage occasioned by water being upon
or coming through or around any roof, flashing, window, skylight, vent, odor,
trapdoor or the like unless Landlord had actual knowledge of the condition
causing such damage. Landlord shall not be liable for any damage caused solely
by the acts or neglect of co-tenants, or other occupants of the Building,
occupants of adjacent property or the public.

7.  DAMAGE BY FIRE, ETC.
    --------------------
          7.1 Tenant to Give Notice. In case of any damage or destruction of the
              ----------------------
Demised Premises or any part thereof, Tenant will promptly give written notice
thereof to Landlord, generally describing the nature and extent of damage or
destruction.
          7.2 Damage or Destruction. If the Demised Premises should be damaged
              ----------------------
by fire or other casualty covered by insurance carried by the Landlord, Landlord
shall repair the same unless the Demised Premises and/or the Building should be
damaged or destroyed:
                    (1) by fire or other casualty covered by the insurance
policies carried by the Landlord ( I ) to the extent of 50% or more of the
replacement costs of either thereof, or (ii) to the extent that 50% or more of
the leasable area contained in either thereof shall be rendered untenantable;
                    (2) by any cause other than those covered by the aforesaid
insurance policies; or
                    (3) If more than 50% of the Demised Premises is destroyed at
any time when there is less than one year remaining on the original term or any
renewal term hereof; or
                    (4) if the holder of any deed to secure debt shall require
that the insurance proceeds arising from the damage or destruction be applied
against the principal balance due on any loan encumbering the Property,
Building, or Demised Premises; or
                    (5) If more than 50% of the Demised Premises is destroyed at
any time during which there is a default, not cured within any applicable cure
period, of any of the terms, conditions, provisions or obligations contained
herein on the part of the Tenant to be kept or performed;

          Then, in any such events, the Landlord may, at its option and its sole
discretion, either terminate this Lease or elect to repair the Demised Premises,
and the Landlord shall notify the Tenant as to its election within thirty (30)
days after the settlement of the casualty loss with the insurer, or the
occurrence of the damage in the event of an uninsured casualty. In addition if
more than 50% of the Demised Premises is damaged or destroyed, Tenant shall have
the Option of terminating this Lease. If Landlord or Tenant elects to terminate
this Lease, then the term hereof shall end at the end of the calendar month in
which such election is made. If neither Landlord nor Tenant elects to terminate
this Lease, then the Landlord shall promptly commence restoration of such damage
or destruction and this Lease shall continue and remain in full force and
effect.
          7.3 Rent Abatement. Tenant agrees during any period of reconstruction,
              ---------------
restoration or repair of the Demised Premises and/or of the Building to continue
the operation of its business in the Demised Premises to the extent reasonably
practicable from the standpoint of good business. Provided Tenant is not then in
monetary default of any of the terms, conditions, covenants or obligation
contained herein on the part of Tenant to be kept or performed, the Monthly
Installments set forth in Section 3.1 of the Lease shall be abated
proportionately during any period in which, by reason of any such damage or
destruction, there is substantial interference with the operation of the
business of Tenant in the Demised Premises, having regard to the extent to which
Tenant may be required to discontinue its business in the Demised Premises. Such
abatement shall continue for the period commencing with such damage or
destruction and shall end with the completion by the Landlord of such work or
repair and/or construction as Landlord is obligated to do. If, however, such
damage or destruction is caused by Tenant's intentional, wanton or willful act
or omission, then and in that event the rent shall not abate.
          7.4 Tenant's Fixtures, etc. Notwithstanding anything herein which is
              -----------------------
or may be construed to be to the contrary with respect to any obligation of
Landlord to restore or repair the Building and/or Demised Premises, Landlord
shall not be required to repair, replace or restore any of Tenant's fixtures,
trade fixtures, supplies, inventory, merchandise, furnishings, decoration, signs
or any other alterations, improvements or betterments to the Demised Premises
made by Tenant, whether or not such alterations, improvements or betterments
were made with the consent of the Landlord.

8.  LANDLORD SERVICES
    -----------------
          Provided Tenant shall not be in default under this Lease, Landlord
agrees to provide to Tenant the following services:

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                  A. Passenger elevator service in common with others. Tenant
agrees not to use any elevators for other than passenger service during the
hours of 7:00 AM through 6:00 PM, Monday through Friday ("Prime Time") and any
furniture or equipment which Tenant needs to deliver to the Demised Premises
utilizing the elevators will be delivered during other than Prime Time.
                  B. Men's and women's restrooms situated on the floor on which
the Demised Premises are located, together with hot and cold water for use in
said restrooms.
                  C. A clean, street level lobby, entrance way, elevator lobby,
public corridor or other public portions of the Building for use in common with
others.
                  D. A Building Directory located in close proximity to the
primary entrance of the Building listing Tenant's name and suite number.
                  E. Electricity sufficient to fulfill the needs of a Tenant for
ordinary general office use.
                  F. Lighting and light bulbs or fluorescent lighting as is
standard for general office use.
                  G. Heating, ventilation and air-conditioning (HVAC) sufficient
to provide, reasonable comfort for general office use.
                  H. Janitorial service and refuse removal per Exhibit B -
Monday through Friday only.
                  I. Removal of snow and ice when necessary.
         If Landlord fails to provide any of the services required above, Tenant
shall have the right to provide or arrange for the provision of such services
and all expenses incurred by Tenant in connection with the provision of such
services may be offset against Tenant's obligation to pay rent. If Tenant elects
not to provide such services or is unable to obtain such services, and the lack
of services prevents Tenant from conducting its operations from the Demised
Premises, then rent shall abate for such period during which Services are not
available.

9. ASSIGNMENT AND SUBLETTING
   -------------------------
         9.1  Assignment by Tenant. Tenant shall not assign, pledge, mortgage,
              --------------------
encumber or in any manner transfer this Lease or any interest herein or sublet
the Demised Premises or any part thereof without the prior written consent of
Landlord, which consent Landlord agrees will not be unreasonably withheld.
Consent by Landlord to one or more assignments or sub-lettings shall not operate
as a waiver of Landlord's rights as to any subsequent assignments and
sub-lettings. Notwithstanding any assignment or subletting to which Landlord may
consent, Tenant shall at all times remain primarily and fully responsible and
liable for all payments herein specified and for compliance with all of Tenant's
other obligations under this Lease. The term "sublet" shall be deemed to include
the granting of licenses, concessions, and any other rights of occupancy of any
portion of the Demised Premises.
         9.2  Transfer by Landlord. In the event of the transfer and assignment
              --------------------
by Landlord of its interest in this Lease and in the Building to a person or
entity expressly assuming the Landlord's obligations under this Lease, provided
that such person or entity recognizes the validity of this lease and agrees that
so long as there is not a default hereunder Tenant's rights under this Lease
shall not be terminated, affected or disturbed., then Landlord shall thereby be
released from any further responsibility hereunder upon written notification to
Tenant of such transfer and/or assignment and providing Tenant of name and
address of new Owner/Landlord. Tenant agrees to look solely to such successor in
interest of the Landlord for performance of such obligations. Any security given
by Tenant to Landlord to secure performance of Tenant's obligations hereunder
will be assigned and transferred by Landlord to such successors in interest of
Landlord; and, upon acknowledgment by such successor of receipt of such security
and its express assumption of the obligation to account to Tenant for such
security in accordance with the terms of this Lease, Landlord shall thereby be
discharged of any further obligation relating thereto.

10. CONDEMNATION
    ------------
         10.1 Taking of the Demised Premises. If at least 30% of the Building of
              ------------------------------
which the Demised Premises are a part should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation or by right
of eminent domain or by private purchase under threat thereof, and such taking
substantially and materially interferes with the Tenant's use of the Demised
Premises, Landlord and Tenant each shall have the right to terminate this Lease,
and in such event, the Base Rent shall be abated during the un-expired portion
of this Lease, effective on the earlier of (I) receipt of notice from the party
electing to terminate or (ii) date physical possession is taken by the
condemning authority. In the event the Lease is not terminated, the Base Rent or
Adjusted Base Rent for the remaining portion of the then current lease term
shall be abated according to the remaining amount of the useable square feet in
the Demised Premises.
         10.2 Taking of Common or Parking Areas. If any part of the common or
              ---------------------------------
parking areas located on the Property should be taken for any public or
quasi-public use under any governmental law, ordinance or regulation, this Lease
shall not terminate, nor shall any rent or additional rents payable hereunder be
reduced, nor shall Tenant be entitled to any part of the award made for such
taking except that either Landlord or Tenant may terminate this Lease if access
to the Demised Premises is substantially affected and if the parking area
remaining following such taking plus any additional parking area provided by the
Landlord in reasonable proximity to the Property shall be less than 50% of the
parking area on the Property immediately prior to such taking.
         10.3 Notice of Termination. Any election to terminate this Lease
              ---------------------
following condemnation shall be evidenced by written notice of termination
delivered to the other party within thirty - (30)- days after that date on which
physical possession is taken by the condemning authority.
         10.4 Awards. All compensation shall be allocated between Landlord and
              ------
Tenant based on the condemning authorities allocation of the award between the
Landlord's or Tenant's interest in the Demised Premises. Landlord shall have no
interest in any award made to Tenant for loss of business, relocation of
Tenant's business or for the taking of Tenant's fixtures and personal

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property within the Demised Premises if a separate award for such items is made
to Tenant.

11. DEFAULT, EVENTS and REMEDIES
    ----------------------------
         11.1 Events of Default.  The occurrence of any one of the following
              -----------------
events shall constitute a default of this Lease by Tenant:
              A. Failure of Tenant to make any payment of Base Rent, Late
Charges, Penalty Interest payments, . or any other required payment when due.
              B. Failure of Tenant to comply with any provision of this Lease
other than payment of rent, with such failure continuing for thirty (30) days
after mailing of written notice by Landlord to Tenant specifying the nature of
non-compliance by Tenant with reasonable particularity provided. However, if the
nature of Tenant's default is such that more than thirty (30) days are
reasonably required for its cure, Tenant shall not be in default if Tenant
immediately commences or has commenced such cure and thereafter diligently
proceeds to cure such default.
              C. The making of an assignment or general arrangement for the
benefit of creditors by Tenant or any guarantor of Tenant's obligations under
the Lease.
              D. The filing by Tenant or any guarantor of Tenant's obligations
under this Lease of a petition under any section or chapter of the present
Federal Bankruptcy Act or amendment thereto. Or, the failure of the dismissal,
within 30 days after the filing of an involuntary petition of bankruptcy or
insolvency against Tenant or guarantor of Tenant's obligations.
              E. The appointment of a receiver or trustee for all or
substantially all the assets of Tenant or any guarantor of Tenant's obligations
under this Lease.
              F. The attachment, execution or other judicial seizure of
substantially all of Tenant's assets located in the Premises or of Tenant's
interest in this Lease where such seizure is not discharged within thirty (30)
days.
         11.2 Remedies in Event of Default. Upon the occurrence of any Event of
              ----------------------------
Default, Landlord shall have the option to do any one or more of the following
without any notice or demand.
              A. Termination of Lease. Terminate this Lease, in which event
                 --------------------
Tenant shall immediately surrender the Demised Premises to Landlord. If Tenant
shall fail to do so, Landlord may without notice and prejudice to any other
remedy available, enter and take possession of the Premises and remove Tenant or
anyone occupying the Demised Premises and its effects without being liable to
prosecution or any claim for damages. Tenant shall indemnify Landlord for all
loss and damage suffered by Landlord because of such termination whether through
inability to re-let the Demised Premises or otherwise, including any loss of
rent for the remainder of the term of this Lease. If Landlord elects to
terminate this Lease, Tenant's liability to Landlord for damages shall survive
such termination. Landlord shall use commercially reasonable efforts to relet
the Premises.
              B. Acceleration of Rent. Declare the entire amount of all rent
                 --------------------
past due as well as the net present value of that which would have become due
and payable during the remainder of the term of this Lease to be due and payable
immediately. In this event, Tenant shall pay the same to Landlord immediately.
Such payment shall constitute payment of past due rent and payment in advance of
the rent stipulated for the remainder of the Lease term. Acceptance by Landlord
of the payment of such rent shall not constitute a waiver of any then existing
default occurring thereafter.
              C. Re-let Premises. Enter upon and take possession of the Demised
                 ---------------
Premises as agent of Tenant without terminating this Lease and without being
liable to prosecution or any claim for damages. Landlord may re-let the Demised
Premises and in that connection may make any suitable alterations or refurbish
the Demised Premises, or both, or change the character or use of the Demised
Premises. Landlord shall not be required to re-let for any use or purpose other
than that specified in this Lease or which Landlord may reasonably consider
injurious to the Demised Premises, or to any tenant, which Landlord may consider
objectionable. Landlord may re-let all or any portion of the Demised Premises
alone or in conjunction with other portions of the Building for a term longer or
shorter than the term of this Lease at a rental rate greater or less than the
then current rental rate provided in this Lease and upon such other terms
(including the granting of concessions) as Landlord solely determines to be
acceptable. If Landlord elects to reenter and re-let all or any portion of the
Demised Premises, Landlord shall be entitled to recover as damages immediately,
without waiting until the due date of any future rent, or until the date fixed
for expiration of this Lease, the total net present value of all rent owed and
unpaid as of the date of the default. The Landlord can also recover the costs of
reentry and re-letting including without limitation the cost of any cleanup,
refurbishing, removal of Tenant's property and fixtures, expenses from Tenant's
failure to quit the Demised Premises and to leave them in the required
condition, any remodeling costs, attorneys' fees, court costs, brokers'
commissions, advertising costs, and the difference between the rent and all of
Tenant's other obligations under this Lease and the actual rent received by
Landlord from the Demised Premises for the period commencing with the date of
the default and continuing through the date designated as the expiration date of
this Lease, provided that broker's commissions and improvements made to relet
the Premise will only be chargeable to Tenant for those portions attributable to
the remainder of the Term. For example, if Landlord makes $100,000 of
improvements and leases the Demised Premises for 5 years when there is one year
left on the Term, Tenant would be responsible for $20,000 of improvements.
     No such reentry or taking possession of the Demised Premises shall be
construed as an election on Landlord's part to terminate this Lease unless a
written notice of such intention is given to Tenant. Landlord, however, shall
have no duty to re-let the Demised Premises and Landlord's failure to do so
shall not release Tenant's liability for rent or damages. If Landlord elects to
enter and re-let the Demised Premises, the Landlord may at any time thereafter
elect to terminate this Lease for Tenant's default. If Landlord takes possession
of the Demised Premises, Landlord shall have the right to rent any other
available space in the Building before re-letting or attempting to re-let the
Demised Premises.
              D. Landlord's Right to Perform. Do whatever Tenant is obligated to
                 ---------------------------
do by provisions of this Lease and may enter the Demised Premises without being
liable to prosecution or claim for damages in order to accomplish this purpose.
Tenant shall reimburse Landlord immediately upon demand for any expenses, which
Landlord may incur in complying with the terms of

                                       5

<PAGE>

this Lease on behalf of Tenant. Landlord shall not be liable for any damages to
Tenant from such action, whether caused by negligence of Landlord or otherwise.
              E Right to Sue More Than Once. Sue periodically to recover damages
                ---------------------------
during the period corresponding to the remainder of the term of this Lease, and
no action for damages shall bar a later action for damages subsequently
accruing.
              F. Remedies Cumulative. The remedies, as set forth and available
                 -------------------
to Landlord because of the default of Tenant, shall be in addition to and shall
not exclude any other remedy available to Landlord under this Lease or
applicable law.
     11.3     Waiver of Redemption Rights. Tenant for itself and on behalf of
              ---------------------------
any and all persons claiming through or under it, including creditors of all
kinds, does hereby waive and surrender all right and privilege which they or any
of them might have under or by reason of any present or future law, to redeem
the Demised Premises or to have a continuance of this Lease for its remaining
term after having been dispossessed or ejected from the Demised Premises by
process of law or under the terms of this Lease or after the termination of this
Lease as herein provided.
     11.4     Additional Rights Of Landlord. In the event of a breach or
              -----------------------------
threatened breach by Tenant of any of its obligations under this Lease, Landlord
shall also have the right to obtain an injunction. The remedies to which
Landlord may resort under this Lease are cumulative and are not intended to be
exclusive of any other remedies to which Landlord may be lawfully entitled at
any time. Landlord may invoke any remedies allowed at law or in equity as if
specific remedies were not provided for herein. If this Lease shall terminate
under or pursuant to Section 11.2, or if Landlord shall re-enter the Demised
Premises under the provisions of this clause, or in the event of the termination
of this Lease, or of re-entry by or under any summary dispossess or other
proceeding or action or any provision of law by reason of Tenant's default,
Landlord shall be entitled to retain all monies, if any, paid by Tenant to
Landlord, whether as advance rent, security, or otherwise. But such monies shall
be credited by Landlord against any Rent, due from Tenant at the time of such
termination or re-entry or, at Landlord's option, against any damages payable by
Tenant under this clause or pursuant to law.

12. Intentionally Deleted
    ---------------------

13. Intentionally Deleted
    ---------------------

14. COMMON AREAS
    ------------
     14.1 Parking and Access. Landlord agrees to cause to be provided, operated,
          ------------------
managed and maintained during the term of this Lease, parking areas adjacent to
the Building. The manner in which such areas and facilities shall be maintained
and operated and the expenditures therefore shall be at the sole discretion of
the Landlord, and the use of such areas and facilities shall be subject to such
reasonable regulations as Landlord shall make from time to time. Landlord hereby
grants to Tenant, its employees, agents, customers and invitees the
non-exclusive right to use the parking and other common areas as from time to
time constituted, such use to be in common with Landlord, Landlord's licensees
and all other tenants and occupants of the Building, from time to time, its and
their employees, agents, customers and invitees, except when the same are being
repaired, altered or constructed. Tenant shall neither charge nor pay for
parking except as noted in the next two sentences following. Tenant and its
employees shall park their automobiles only in those portions of the common
areas and parking lots, as may be designated from time to time for that purpose
by Landlord. Tenant shall be entitled to a minimum of thirty (30) parking spaces
for its employers and invitees. Tenant shall upon notice from Landlord, furnish
Landlord with license numbers of any and all employees of Tenant within five
days after taking possession of the Demised Premises and of new employees within
five days after such new employee begins work for Tenant. Landlord may charge
and assess Tenant $10.00 per day for any automobile owned or operated by any
employee of Tenant parked in an area not designated for employee parking, and
Landlord may, if such unauthorized parking occurs more than 3 times with respect
to any particular automobile, have such automobile removed from the property at
Tenant's expense, such unauthorized parking and violations of the terms of this
Lease and the Rules and Regulations being deemed a "trespass", without any
liability to Landlord. Landlord may at any time close temporarily any common
area to make repairs or changes, to prevent the acquisition of public rights in
such areas or to discourage non-customer parking; and may do such other acts in
and to the common areas as in its judgment may be desirable to improve the
long-term convenience and security of the Tenants of the Building.
     Landlord shall have the reasonable right to limit access to the parking and
common areas and shall have the right to erect barriers that can be passed or
removed by use of a card or other identification system. During the term of this
Lease, Landlord shall have the right to designate and relocate visitor parking
areas, employee parking areas, and handicapped parking areas and other
restricted parking areas periodically, all at Landlord's sole discretion.
     14.2 Building Access. Landlord shall, throughout the term of this Lease,
          ---------------
and so long as Tenant is not in default under this Lease, insure 24 hour access
to the Building and the Demised Premises to Tenant, its employees and invitees,.
The common areas within the Building shall be freely accessible during all
Normal Business Hours and 24 hour access to the Building during Non-Business
Hours and days shall provided to Tenant in accordance with security procedures
currently in place at the Demised Premises.

15. INSURANCE, INDEMNITY AND  SUBROGATION
    -------------------------------------
     15.1 Landlord Insurance Landlord may maintain insurance against such perils
          ------------------
and in such amounts as Landlord may determine consistent with coverage which is
now, or may in the future be, considered prudent for similar income producing
property situated in the same general geographic area as the Building or which
any mortgagee or creditor of Landlord requires

                                       6

<PAGE>

Landlord to carry. The named insured on all policies of insurance maintained by
Landlord shall be the Landlord and, if required, any mortgagee or creditor of
Landlord. The cost of all insurance maintained by Landlord shall be Landlord's
responsibility and liability unless otherwise specifically set forth herein.

         15.2 Tenant's Insurance During the term of this Lease, Tenant shall
              ------------------
provide Landlord with evidence, in a form and amount reasonably acceptable to
Landlord, of insurance coverage in effect with respect to the Demised Premises
against such perils and in such amounts as Landlord shall from time to time
reasonably request in writing. All insurance policies provided and maintained by
Tenant in compliance with Landlord's request shall be issued in a form and by an
insurer reasonably acceptable to Landlord and shall, in addition to Tenant, name
as additional insured, Landlord, Agent and any other person or entity having an
interest in the Building or land upon which it is situated whose name is
furnished to Tenant by Landlord and, if applicable, their respective constituent
general partners and/or officers, directors and shareholders. All policies of
insurance maintained by Tenant shall require at least thirty (30) days prior
written notice to Landlord of termination, lapse of coverage or material
alteration; and waive, to the extent reasonably available, any right of recovery
or subrogation against Landlord. If requested by Landlord, Tenant shall, upon
the Commencement Date of this Lease and thereafter within thirty- (30)- days
prior to the expiration of each such policy, promptly deliver to Landlord
certified copies or other evidence of such policies and evidence satisfactory to
Landlord that all premiums have been paid and all policies are in effect. If
Tenant fails to secure or maintain any insurance coverage required by Landlord
or should insurance secured not be approved by Landlord and such failure or
approval not be corrected within forty-eight (48) hours after written notice
from Landlord, Landlord may, in Landlord's sole discretion, purchase such
insurance coverage required at Tenant's expense and Tenant shall, immediately
upon demand from Landlord, reimburse Landlord for any monies expended.

         Tenant shall indemnify and hold harmless Landlord from all loss, claim,
demand, damage, liability, or expense, including attorneys' fees, resulting from
any injury to or death of any person or any loss of or damage to any property
caused by or resulting from any act, omission, or negligence of Tenant or any
officer, employee, agent, contractor, licensee, guest, invitee, or visitor of
Tenant in or about the Demised Premises or the Building. The foregoing provision
shall not be construed to make Tenant responsible for loss, damage, liability or
expense resulting from injuries to third parties caused by any act, omission or
negligence of Landlord or of any officer, employee, agent contractor, invitee or
visitor of Landlord. Landlord shall not be liable for any loss or damage to
person, property or Tenant's business sustained by Tenant, or other persons,
which may be caused by the Building or the Premises, or any appurtenances
thereto, being out of repair or by the bursting or leakage of any water, gas,
sewer, or steam pipe, or by theft, or by any act of neglect of any tenant or
occupant of the Building, or of any other person, or by any other cause
whatsoever, unless caused by the negligence of Landlord. Tenant shall indemnify
and hold harmless and pay on behalf of Landlord all loss claims, demands,
expenses and judgments against Landlord caused by or arising out of, directly or
indirectly: (a) the performance of this agreement by Tenant, (b) the Tenant's
occupancy or use of the Building or Demised Premises, (c) any business or
operations of Tenant and (d) any matter or thing done, permitted or omitted to
be done by Tenant, its agents, employees, contractors, licensees, or invitees,
whether occasioned by negligence or otherwise. Tenant's agreement to hold
harmless and pay on behalf of Landlord shall extend to all loss, claims,
demands, and expenses by reason of improper or faulty erection or construction
of facilities, trade fixtures, or equipment installed on or in the Premises by
Tenant.

         15.3 Waiver of Recovery. Regardless of fault or negligence, Landlord
              ------------------
and Tenant hereby waive and release any claim arising in favor of one against
the other, or anyone claiming through either of them (including any insurance
company insuring either of them for any loss) by way of subrogation or
otherwise, for any loss of or damage to any property of either which loss or
damage is recovered under any such insurance policies. Said waiver shall be in
addition to any other waiver or release contained in this Lease with regard to
loss or damage to property of either. Landlord and Tenant shall request its
insurers to consent to such waiver and agree to waive all rights of subrogation
against the other party. If the insurer shall impose a fee for consenting to
such waiver, the party benefiting shall pay the cost imposed.

16. EXCULPATION OF LANDLORD: Landlord's and Agent's obligations and liability to
    -----------------------
Tenant with respect to this Lease shall be limited solely to Landlord's and
Agent's interest in the Building and the land there under, and neither Landlord
nor Agent, nor any officer, director, shareholder or employee of Landlord or
Agent shall have any personal liability whatsoever with respect to this Lease.

17. FORCE MAJEURE: Both parties shall be excused for the period of any delay and
    -------------
shall not be deemed in default with respect to the performance of any of the
non-monetary terms, covenants, and conditions of this Lease when prevented from
so doing by a cause or causes beyond their reasonable control, which shall
include, without limitation, all labor disputes, governmental regulations or
controls, fire or other casualty, inability to obtain any material or services,
and acts of God.

18. SUBORDINATION AND ATTORNMENT: This Lease and all rights of Tenant hereunder
    ----------------------------
are and shall be subject and subordinate to any mortgage, deed to secure debt,
deed of trust, or other instrument in the nature thereof (herein called
"Security Deed") which may now or hereafter affect Landlord's fee title to the
Demised Premises and/or Building. If the holder of any such Security Deed shall
hereafter succeed to the rights of Landlord under this Lease, whether through
possession or foreclosure action or delivery of a new lease, Tenant shall, at
the request of such holder, attorn to and recognize such successor as Tenant's
landlord under this Lease and shall promptly execute and deliver any instrument
that may be necessary to evidence such attornment provided that such successor
recognizes the validity of this lease and agrees that Tenant's rights hereunder
shall not be disturbed so long as Tenant is not in default hereunder. In the
event Landlord refinances the Building, Tenant agrees to execute any
Subordination, Non-disturbance and Attornment Agreement reasonably requested by
Landlord or its mortgagee

                                       7

<PAGE>

provided that such Agreement states that Tenant's rights under this lease shall
not be disturbed so long as Tenant is not in default hereunder.

19. COVENANT OF QUIET ENJOYMENT Landlord has the right to enter into this Lease;
    ---------------------------
and that Tenant, upon timely payment of the rents reserved and performance of
each term and condition contained in this Lease, shall at all times during the
Lease term and any extension or renewal, so long as Tenant is not in default
under the Lease, peaceably and quietly enjoy the Leased Premises and the rights
in the common areas of the property upon which the Building is located and which
are granted in this Lease without any disturbance from Landlord or any person
claiming by, through or under Landlord. It is understood, acknowledged and
agreed by Tenant that Landlord and/or affiliates of Landlord are, or shall be,
constructing and building other office buildings in close proximity to the
Building and Tenant is aware of, and acknowledges that, there may be noise and
some inconvenience with respect to the ongoing construction and agrees (a) not
to hold Landlord liable therefore, (b) not to withhold rents, (c) not to vacate
the Demised Premises and (d) not to bring any action against Landlord seeking to
terminate this Lease or otherwise modify or amend this Lease as a result
thereof.

20. AGENT Agent has acted, is acting and will act, as agent for Landlord in this
    -----
transaction and is to be paid by Landlord. Agent has not acted as agent in this
transaction for Lessee. The Officers of Agent are licensed real estate agents in
the Commonwealth of Pennsylvania.

21. END OF TERM. At the expiration or earlier termination of this Lease, Tenant
    -----------
will promptly quit and surrender the Demised Premises, in good order and repair,
ordinary wear and tear excepted. If Tenant is not then in default, Tenant may
remove from the Demised Premises any trade fixtures, equipment and movable
furniture placed in the Demised Premises by Tenant, whether or not such are
fastened to the Building. Tenant will not remove any trade fixtures or equipment
without Landlord's prior written consent if such fixtures or equipment are used
in the operation of the Building or if the removal as such will result in
impairing the structural strength of the Building. Whether or not Tenant is in
default, Tenant will remove such alterations, additions, improvements, trade
fixtures, equipment and furniture as Landlord has requested. Tenant will fully
repair any damage occasioned by the removal of any trade fixtures, equipment,
furniture, alterations, additions and improvements. All trade fixtures,
equipment, furniture, inventory, effects, alterations, additions and
improvements on the Demised Premises after the end of the term of this Lease or
earlier termination will be deemed conclusively to have been abandoned and may
be appropriated, sold, stored, destroyed or otherwise disposed of by landlord
without written notice to Tenant or liability therefore. Tenant shall pay
Landlord for all expenses incurred in connection with the removal of such
property. Tenant's obligations and liability under this Section shall survive
the expiration or earlier termination of this Lease.

22.  MISCELLANEOUS
     -------------
         A. Right to Relocate. In the event the Demised Premises are less than
            -----------------
1,500 square feet in area, Landlord reserves the right, at its option and upon
giving thirty (30) days notice in advance to Tenant, to transfer and remove
Tenant from the Demised Premises to any other available offices in the Building
of equal size and area. Landlord shall bear the expense of said removal as well
as the expense of any renovations or alterations necessary to make the new space
similar in arrangement and lay-out with the space covered by this Lease.
         B.  Light and Air. No easement for light or air is included in this
             --------------
Lease.
         C. Laws. The laws of the State of Pennsylvania shall govern the
            -----
interpretation, validity and enforcement of this Lease. If any provision of this
Lease should be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Lease shall not be affected
thereby.
         D. No Estate in Land. This Lease shall create the relationship of
            -----------------
Landlord and Tenant between Landlord and Tenant; no estate shall pass out of
Landlord; Tenant has only a usufruct, not subject to levy and sale, and not
assignable by Tenant except as provided in Section 9.1 hereof.
         E. Holding Over. If Tenant remains in possession of the Demised
            ------------
Premises after expiration of the term hereof, with Landlord's acquiescence and
without any express agreement of the parties, there shall be no renewal of this
Lease by operation of law and such acquiescence by Landlord shall not be deemed
to establish a rental rate to be in effect at the expiration of the term hereof.
Tenant agrees that no later than ten (10) days after written notice from
Landlord to terminate such holding over and remove or cause to be removed all
persons and property from the Demised Premises and the Building and peaceably
relinquish possession of the Demised Premises to the Landlord. Should Tenant
elect not to renew said Lease, then rental amount during any period of holding
over shall be 150% of the rental effective at the expiration or termination of
the term of the Lease.
         F. Attorneys Fees. In the event of any Base Rent, Adjusted Base Rent,
            --------------
Tenant's Additional Tax Payments or other additional rent or other charges due
and owing under this Lease are collected by or through an attorney at law or in
the event that Landlord, in order to obtain enforcement of any of the provisions
of this Lease, finds it necessary to retain the services of an attorney at law,
then in either of such events Tenant agrees to pay all attorneys fees and all
costs arising out of or connected with said collection or enforcement.
         G. Rights  Cumulative.  All rights,  powers and  privileges conferred
            ------------------
hereunder upon parties hereto shall be cumulative to those given by law.
         H. Waiver of Rights. No failure of Landlord to exercise any rights
            ----------------
provided to Landlord hereunder, or to insist upon strict compliance by Tenant
with his obligation hereunder, and no custom or practice of the parties at
variance with the terms hereof shall constitute a waiver of Landlord's right to
demand exact compliance with the terms hereof.

                                       8

<PAGE>

I.  Time.  TIME IS OF THE ESSENCE WITH RESPECT TO THIS ENTIRE LEASE.
    -----
         J. Bill and Notices. Unless otherwise in this Lease provided, any bill,
            ----------------
statement, notice or communication which Landlord may desire or be required to
give to Tenant, including any notice of expiration shall be deemed sufficiently
given or rendered if in writing delivered to Tenant personally, or left at the
Demised Premises addressed to Tenant, or sent by Registered or Certified Mail
addressed to Tenant at the Demised Premises, or sent or delivered to any other
address which Tenant, from time to time designates in writing to Landlord and
notice of which is given to Landlord. The time of the rendition of such bill or
statement, or the giving of such notice or communication shall be deemed to be
the time when the same is delivered to Tenant, or left at the Demised Premises
or other address designated by Tenant as provided above, or sent by Registered
or Certified Mail addressed to Tenant at the Demised Premises or other address
as Tenant may, from time to time, designate in writing. Any notice by Tenant to
Landlord must be sent by Registered or Certified Mail addressed to Landlord at
the address where the last previous rental hereunder was paid or such other
address as Landlord may, from time to time, designate in writing.

                            To Landlord:     Tierra Realty Management
                                             Stonewood Commons I, Suite 200
                                             101 Bradford Road
                                             Wexford, PA 15090

                            To Tenant:       Sonic Foundry
                                             12300 Perry Highway
                                             Suite 100/ 1/st/ Floor
                                             Wexford, PA. 15090

                                        c/c  Sonic Foundry
                                             c/o General Counsel
                                             1617 Sherman Avenue
                                             Madison, WI. 53704

         L. Section Titles.  The Section titles are inserted only as a matter of
            ---------------
convenience and for reference, and in no way define, limit or describe the scope
or intent of this Lease nor in any way affect this Lease.
         M. Parties. The conditions, covenants and agreements in the aforesaid
            -------
Lease contained, to be kept and performed by the parties hereto, shall be
binding upon and insure to the benefit of said respective parties, their legal
representatives, successors and assigns. This clause shall not be construed to
permit any assignment or subletting, unless otherwise permitted in this Lease
without Landlord's consent.
         N. Short Form Lease. The parties hereto agree to execute a short form
            ----------------
of this Lease, which shall be recorded upon request by either party. In the
event of any conflict, inconsistency or ambiguity between the provisions of this
Lease and the provisions of the short form lease, the provisions of this Lease
shall be deemed controlling.
         O.  Posting.  Tenant  agrees  that for a period of three (3) months
             -------
prior to the expiration of this Lease or any renewal thereof, Landlord shall
have the right to display on the exterior of the Demised Premises but not in any
window or doorway thereof, signs or evidence that the Demised Premises are, or
will be, available for lease, and that during such period Landlord may show the
Demised Premises and all parts thereof to prospective Tenants between the hours
of 10:00 a.m. and 5:00 p.m. on any day except Sunday and any legal holiday on
which Tenant does not conduct business.
         P. Liens.  In the event that any  mechanics or other liens are filed
            ------
against any portion of the Property by reason of Tenant's acts or omissions or
because of a claim against Tenant, Tenant shall cause same to be canceled and
discharged of record by bond or otherwise within ten (10) days after notice.
         Q Certificate. Tenant shall, from time to time, as requested by
           -----------
Landlord, execute and deliver to Landlord a written, certified statement in
recordable form: (I) ratifying this Lease; (ii) confirming the commencement and
expiration dates of the term of this Lease; (iii) certifying that the Tenant is
in occupancy of the Demised Premises, the date Tenant commenced operating the
Tenant's business therein and that this Lease is in full force and effect and
has not been assigned, modified, supplemented, or amended, except by such
writings as shall be set forth in such statement; (iv) that all conditions under
this Lease to be performed by the Landlord have been fulfilled, except as set
forth in such statement; (v) that there are no defenses or offsets against the
enforcement of this Lease by Landlord, stating those claimed by Tenant; (vi)
reciting the amount of advance rental, if any, paid by Tenant and the date to
which rent and all other sums, charges and fees have been paid by Tenant; (vii)
reciting the amount of the security deposit, if any; and (viii) and such other
information and facts as the Landlord may reasonably request. Tenant further
agrees to execute and deliver similar declarations from time to time as and when
requested by the Landlord, Landlord's mortgage lenders, and/or any prospective
purchasers, and each of such parties shall be entitled to rely upon such written
declaration made by Tenant. Failure to respond within 15 days to any written
request from Landlord for such certificate shall be deemed a default by Tenant
under this Lease and give rise to all Landlord's rights and remedies as
contained in this Lease.
         R. Indemnity. Tenant shall indemnify and save harmless Landlord from
            ---------
and against any and all loss, cost (including attorneys fees), damage, expense
and liability in connection with any and all claims for damages as a result of
injury or death of any person or property damage to any property sustained by
Tenant, its partners, customers, invitees, agents, employees, contractors and
subcontractors and all other persons including Landlord, Agent, and their agents
and employees if such injury, death or property damage arises from or in any
manner grows out of any act of neglect on or about the Demised Premises by
Tenant, its partners, agents, employees, customers, invitees, contractors or
subcontractors or which arise from or in any manner

                                       9

<PAGE>

grow out of any defect in any undertaking hereunder by Tenant or any failure of
Tenant to comply with the provisions of this Lease. Landlord shall indemnify and
save harmless Tenant from and against any and all loss, cost (including
attorneys fees), damage, expense and liability in connection with any and all
claims for damages as a result of injury or death of any person or property
damage to any property sustained by Tenant, its partners, customers, invitees,
agents, employees, contractors and subcontractors and all other persons
including Tenant, and its employees if such injury, death or property damage
arises from or in any manner grows out of any act of neglect on or about the
Demised Premises by Landlord, its partners, agents, employees, customers,
invitees, contractors or subcontractors or which arise from or in any manner
grow out of any defect in any undertaking hereunder by Landlord or any failure
of Landlord to comply with the provisions of this Lease.

         S. No Construction Against Drafting Party. Landlord and Tenant
            --------------------------------------
acknowledge that each of them and their counsel have had an opportunity to
review this Lease and fully and completely negotiate all clauses and Sections
herein and this Lease will not be construed against Landlord merely because
Landlord has prepared it.

                                       10

<PAGE>

         T. Limited Time Offer. This Lease is submitted to Tenant on the
understanding that it is considered an offer to lease on the express terms and
conditions contained herein, which offer shall automatically be deemed withdrawn
by Landlord unless two fully executed copies (including two executed copies of
the Guaranty Agreement, if applicable) are delivered to Landlord within seven
(7) days of the Lease Date set forth on the first page hereof.

         U. Written Amendment Required. No amendment, alteration, modification
            --------------------------
of, or addition to this Lease, except for Rules and Regulations which Landlord
may, from time to time, amend without consent of Tenant, shall be valid or
binding unless expressed in writing and signed by Landlord and Tenant.
Notwithstanding, Tenant agrees to execute any modifications or amendments to
this Lease required or requested by any lending institution providing financing
for the Building, provided no such modification or amendment will materially
adversely affect Tenant's rights and obligations under this Lease.

         V. Authority. Tenant, and the party executing this Lease on behalf of
            ---------
Tenant, represent to Landlord that such party is authorized to do so by Tenant
and agree to deliver to Landlord, if requested, evidence of such authority.

         W. Agent. Tenant understands and acknowledges that TIERRA REALTY
            -----
MANAGEMENT, INC. Is Agent, and manages the Property for, Landlord and any and
all payments [payable to " Stonewood East "] and notices provided for
                           --------------
hereinunder should be sent and/or directed to TIERRA REALTY MANAGEMENT, INC. at
Suite 200, Stonewood Commons One, 101 Bradford Road, Wexford, Pa. 15090 with a
-----------------------------------------------------------------------
phone number of 724-934-0522 and a facsimile / fax number of 724-934-0441.


IN WITNESS WHEREOF, the parties herein have hereunto set their hands.

Witness                                  Landlord - Stonewood East Partners

                                         /s/ John C. Baun
                                         ---------------------------------------
                                         By: John C. Baun, General Partner

                                         Date: 1-13-02
                                               -------



Witness                                  Tenant - Sonic Foundry Media Systems,
                                         Inc.

/s/                                      /s/ Rimas Buinevicius
-------------------------                ---------------------------------------
                                         By: Rimas Buinevicius
                                             CEO

                                         Rimas P. Buinevicius
                                         ---------------------------------------
                                                   Print Name and Title

                                         Date: 1-11-02
                                               -------




See attached Guaranty of Lease to which the undersigned {CoManage} agrees to be
bound".

/s/ CoManage Corporation
-----------------------------------------
CoManage Corporation, A Delaware Corporation

                                       11

<PAGE>

                                    EXHIBIT C

                               RULES & REGULATIONS

         Reference is made to Paragraph 4.5 of the within Lease. Pursuant
thereto, LANDLORD and TENANT hereby covenant and agree that the following Rules
and Regulations are necessary and proper for the general care, safety,
cleanliness and proper maintenance of the Leased Premises, the Building and the
common areas of the same; that the same shall be faithfully kept, observed and
performed by Tenant, its employees, agents and invitees.

                                   DEFINITIONS

         Wherever in these Rules and Regulations the word "Tenant" is used, it
shall be taken to apply to and include the Tenant and his agents, employees,
invitees, licensees, subtenants and contractors, and is to be deemed of such
number and gender as the circumstances require. The words "room" and "Premises"
are to be taken to mean and include the space covered by this Lease. The word
"Landlord" shall be taken to include the employees and agents of Landlord.

                              I.PHYSICAL FACILITIES

         1.       The sidewalks entry passages, corridors, halls, elevators, if
                  any, and stairways shall not be obstructed by Tenant, or used
                  by them for any purpose other than those of ingress and
                  egress. The floors, skylights and windows that reflect or
                  admit light into any place in said Building, shall not be
                  covered or obstructed by Tenant. The water closets, toilets,
                  bathroom facilities and other water apparatus shall not be
                  used for any other purpose than those for which they were
                  constructed, and no sweeping, rubbish, or other obstructing
                  substances shall be thrown therein.

         2.       Landlord will furnish each tenant, free of charge, with two
                  keys to each door provided in the premises by Landlord.
                  Landlord may make a reasonable charge for additional keys. No
                  tenant shall have any such keys copied. No tenant shall alter
                  any lock or install a new or additional lock or any bolt on
                  any door of its premises without written approval of Landlord.
                  Each tenant, upon the termination of its lease, shall deliver
                  to Landlord all keys to doors in the building.

         3.       All glass, locks and trimmings in or upon the doors and
                  windows of the Building shall not be broken, the same shall be
                  kept whole and when any part thereof shall be broken, the same
                  shall be immediately replaced or repaired and put in order by
                  the Landlord at Tenant's expense. Tenant shall not injure,
                  overload or deface the Building, the woodwork or the walls of
                  the Demised Premises, nor carry on upon the Demised Premises
                  any noisesome, noxious, noisy or offensive business.

         4.       Safes, furniture, boxes, or other bulky articles shall be
                  carried up into the Demised Premises or removed there from
                  only with the prior written consent of the Landlord, and then
                  only by means of the elevators, if any, by the stairways of
                  said Building as the Landlord may in writing direct, and at
                  such times in such manner and by such persons as the Landlord
                  may direct. Safes and other heavy articles shall be placed by
                  the Tenant in such places only as may be specified in writing
                  by the Landlord, and any damage done to the Building or to
                  tenants, or to other persons by taking a safe or other heavy
                  article in or out of the Demised Premises, from overloading a
                  floor, or in any other manner shall be paid for by the Tenant.

         5.       If Tenants require wiring for a bell, intercom or buzzer
                  system, such wiring shall be done by an electrician approved
                  by Landlord only, and no other electricians shall be allowed
                  to do such electrical work except upon the prior written
                  permission of Landlord, or its representatives. The wiring for
                  telephone, fax machines, computer internet hook-ups, computer
                  networking or other such communication facilities shall be
                  done as directed by an electrician approved by Landlord, and
                  no boring or cutting for wiring shall be done unless approved
                  by Landlord or its representatives, as stated. The electric
                  current provided by Landlord shall be used for ordinary
                  lighting purposes, and small electrical appliances, desktop
                  computers and servers and devises not requiring extraordinary
                  power, unless written permission to do otherwise shall first
                  have been obtained from Landlord, or its representative, and
                  at an agreed cost to Tenant.

         6.       Landlord and Agent shall have the right to enter the Demised
                  Premises at all reasonable hours for the

                                       12

<PAGE>

                  purpose of making any repairs, alterations or additions which
                  he or they shall deem necessary for the safety, preservation,
                  or improvement of said Building, and the Landlord and Agent
                  shall be allowed to make such repairs, improvements and
                  additions, or any alterations for the benefit of the Tenant
                  without in any way being deemed or held guilty of trespass or
                  eviction of the Tenant; and the rent reserved shall not abate
                  while said repairs, alterations, or additions are being made;
                  and the Tenant shall not be entitled to maintain a set off or
                  counterclaim for damages against the Landlord by reason or
                  loss or interruption to the business of the Tenant because of
                  the prosecution of any such work. All such repairs,
                  decorations, additions and improvements shall be done during
                  ordinary business hours, or if any such work is at the request
                  of the Tenant to be done during any other hours, the Tenant
                  shall pay for all overtime costs.

         7.       No sign, placard, picture, name, advertisement or notice
                  visible from the exterior of any tenant's premises shall be
                  inscribed, painted, affixed or otherwise displayed by any
                  tenant on any part of the building without the prior written
                  consent of Landlord. Landlord will adopt and furnish to tenant
                  general guidelines relating to signs inside the building.
                  Tenant agrees to conform to such guidelines. All approved
                  signs or lettering on doors shall be printed, painted, affixed
                  or inscribed at the expense of Tenant by a person approved by
                  Landlord. Material visible from outside the building will not
                  be permitted. Tenant shall be permitted to install its name in
                  lettering on the current sign outside the building and on the
                  entrance doors to the Demised Premises.

         8.       Roof; Walls: LANDLORD reserves the exclusive control of the
                  roof and exterior walls of the Building. TENANT shall not
                  install a radio, TV antenna, loudspeaker, searchlight,
                  microwave dish, solar device, or similar facility on the roof
                  or exterior walls of the Building. Tenant shall have the right
                  to install a small dish-type antenna on the building to
                  receive satellite television signals.

                                     II.USE

         9.       No animals, birds, bicycles, motorbikes, motorcycles or other
                  vehicles shall be allowed in the offices, halls, corridors,
                  elevators or elsewhere in the building.

         10.      Tenant shall not (without the Landlord's written consent) put
                  up or operate any steam engine, boiler, machinery or stove
                  upon the Demised Premises, or carry on any mechanical business
                  thereon, or do any cooking thereon or use or allow to be used
                  upon the Demised Premises oil, burning fluids, camphene,
                  gasoline or kerosene for heating, warming or lighting. No
                  article deemed extra hazardous on account of fire and no
                  explosives and no firearms shall be brought in said Demised
                  Premises. No offensive gases or liquids will be permitted. Any
                  firearm violation will be deemed a serious offense and cause
                  for immediate termination of lease.

         11.      Canvassing, soliciting, distribution of handbills or any other
                  written material and peddling in the building are prohibited,
                  and each tenant shall cooperate to prevent the same.

         12.      The buildings are non-smoking buildings. Smoking is prohibited
                  in the buildings (offices, hallways, stairwells and
                  corridors). Tenants and their visitors will be responsible for
                  proper disposal of tobacco products.

         13.      Trash Disposal: Each Tenant shall store all its trash and
                  refuse within its premises in containers approved by Landlord.
                  All trash and refuse disposal shall be made only through
                  entryways and elevators provided for such purposes and at such
                  times as Landlord shall designate. No materials shall be
                  placed in the hallways or in trash receptacles if such
                  materials are of such nature that they may not be disposed of
                  in the ordinary and customary manner of removing such trash or
                  refuse material in accordance with local ordinances and
                  requirements or with those of the contract carrier accepting
                  such trash or refuse. Tenant shall not be permitted to dispose
                  of any more trash during a business day than is generated
                  during a normal business day. If Tenant has any excess trash
                  removal or disposal beyond the amount generated during a
                  normal business day, for example, large items such as file
                  cabinets, the Tenant shall arrange for its removal. Tenant
                  shall not deposit any trash in the dumpster servicing the
                  Building without prior notice to Landlord.


                  TENANT agrees not to dispose any hazardous, medical, or
                  contaminated waste in wastebaskets to be emptied by Landlord.
                  Further, Tenant is responsible for removal and proper disposal
                  of all hazardous, medical, or contaminated waste, as may be
                  created on said premises by Tenant or as a result of Tenant's
                  business or profession, in accordance with all applicable laws
                  and ordinances. Recycling of refuse trash is necessary,
                  therefore Tenant agrees to cooperate with Landlord in whatever
                  means necessary to comply with all laws, ordinances, rules,
                  and regulations in effect now or which may come into effect
                  during the duration of the Lease. If Tenant fails to comply
                  with accepted recycling practices, Landlord may, at its
                  option, take steps necessary to assure Tenant is in
                  compliance. Tenant agrees to immediately upon

                                       13

<PAGE>

                  demand reimburse Landlord for any costs incurred to insure
                  Tenant's compliance.


         14.      The Tenant will keep all doors opening to the exterior of the
                  building, all fire doors and all smoke doors closed at all
                  times.

         15.      Tenant shall not obstruct, alter or in any way impair the
                  efficient operation of Landlord's heating, ventilating,
                  electrical, fire, safety or lighting systems, nor shall Tenant
                  tamper with or change the setting of any thermostat or
                  temperature control valves in the building other than those
                  located in the Demised Premises.

                                   III.GENERAL

         16.      Tenant shall NOT:

                  A.       Do or permit to be done anything that will invalidate
                           or increase the insurance coverage on the Building or
                           the Demised Premises. Read in conjunction with
                           Section 3.1.F.
                  B.       Do or permit to be done anything in the Building or
                           on the Demised Premises that may obstruct or
                           interfere with the rights of other tenants or
                           occupants of the Building.
                  C.       Use, allow or permit the Demised Premises to be used
                           for any unlawful purpose.
                  D.       Cause, maintain or permit any nuisance in or about
                           the Demised Premises.
                  E.       Install in the Demised Premises or bring into the
                           Building any fixtures, equipment, furniture,
                           materials or other objects that will (1) overload,
                           damage, or obstruct any utility lines or HVAC
                           equipment or systems providing services to the
                           Building or (2) overload the floors in the Demised
                           Premises or in any way affect the structural capacity
                           or design of the Building.
                  F.       Install or affix any window coverings, window shades,
                           or draperies unless approved in advance by Landlord.
                           It being understood and agreed by Tenant, that
                           uniformity of all tenants of the Building is
                           essential to Landlord's successful operation and
                           management of the Building.
                  G.       Install, remove from, or move into the Demised
                           Premises any furniture, fixtures, equipment,
                           materials, supplies, or other objects (other than
                           normal office supplies) except on such days and at
                           such times as approved in advance by Landlord; it
                           being important to Landlord's operation and
                           management of the Building to insure relatively free
                           and uninterrupted access to other Tenant's without
                           undue interference from Tenant.

         17.      Outside Contract Services: Except with the prior written
                  approval of Landlord, no person other than those approved by
                  Landlord shall be permitted to enter the Building for cleaning
                  or other contract services.

         18.      Tenant shall not enter the mechanical rooms, air-conditioning
                  rooms, electrical closets, janitorial closets or similar areas
                  or go upon the roof of the building without the prior consent
                  of Landlord.

         Landlord shall have the right to make changes or additions to these
Rules and Regulations after the Lease Date, without Tenant's approval provided
such changes or additions, except those affecting the safety and security of the
Building, do not unreasonably affect Tenant's use of the Demised Premises and
Tenant agrees to abide by, and be bound by, such amended Rules and Regulations
immediately upon receipt of a copy of such amended or changed Rules and
Regulations from Landlord. Landlord shall not be liable for failure of any
tenant to obey such Rules and Regulations. Failure by Landlord to enforce any
current or subsequent Rules or Regulations against any tenant of the Building
shall not constitute a waiver thereof or a default by Landlord.

                                                               _______ Initial

                                                               _______ Initial


                                       14

<PAGE>

                                   Exhibit "D"
                                W O R K P L A N S


TENANT SHALL HAVE PERMISSION FOR THE INSTALLATION OF TWO 208 VOLT OULETS IN THE
COMPUTER SERVER ROOM. TENANT SHALL USE A LANDLORDS ELECTRICIAN WITH LANDLORD
APPROVAL


                                                               _________ Initial

                                                               _________ Initial

                                       15

<PAGE>

                                GUARANTY OF LEASE

         Sonics Foundry, hereinafter "Tenant", is desirous of entering into a
Lease Agreement ("Lease") with Stonewood East Partners ("Landlord"), to which
this Guaranty of Lease ("Agreement") is attached and CoManage, hereinafter
"Guarantor", has requested Landlord to enter into said Lease and Landlord has
refused to enter into said Lease unless Guarantor guaranties said Lease in the
manner hereinafter set forth.

         NOW THEREFORE, to induce Landlord to enter into said Lease, which Lease
is dated this day and is being executed simultaneously herewith, the
Undersigned, Guarantor, hereby agrees:

         1.       Guarantor unconditionally guaranties to the Landlord and its
                  successors and assigns the full and punctual performance and
                  observance, by Tenant, of all the terms, covenants and
                  conditions in said Lease contained on Tenant's part to be
                  kept, performed or observed. This guaranty shall include any
                  liability of Tenant which shall accrue under said Lease for
                  any period preceding as well as any period following the term
                  in said Lease specified. The Guarantor waives notice or any
                  breach or default by Tenant.

         2.       If, at any time, default shall be made by Tenant in the
                  performance or observance of any of the terms, covenants or
                  conditions in sail Lease contained on Tenant's part to be
                  kept, performed or observed, Guarantor will keep, perform and
                  observe the same, as the case may be, in place and stead of
                  Tenant. The total liability of Guarantor under this Guaranty
                  shall be unlimited.

         3.       Any act of Landlord, or its successors or assigns, consisting
                  of a waiver of any of the terms or conditions of said Lease,
                  or the giving of any consent to any manner or thing relating
                  to said Lease, or the granting of any indulgences or
                  extensions of time to Tenant, may be done without notice to
                  Guarantor and without releasing the obligations of Guarantor
                  hereunder.

         4.       The obligations of Guarantor hereunder shall not be released
                  by Landlord's receipt, application or release of security
                  given for the performance and observance of covenants and
                  conditions in said Lease contained on Tenant's part to be
                  performed or observed; nor by any modification of such lease,
                  but in the case of any such modification the liability of
                  Guarantor shall be deemed modified in accordance with the
                  terms of any such modification of the Lease.

         5.       The liability of Guarantor hereunder shall in no way be
                  affected by: (a) the release or discharge of Tenant in any
                  creditors, receivership, bankruptcy or other proceedings; (b)
                  the impairment, limitation or modification of the liability of
                  the Tenant or the estate of the Tenant in bankruptcy, or of
                  any remedy for the enforcement of Tenant's said liability
                  under the Lease, resulting from the operation of any present
                  or future provision of the National Bankruptcy Act or other
                  statute or from the decision in any court; (c) the rejection
                  or disaffirmance of the Lease in any such proceedings; (d) the
                  assignment or transfer of the Lease by Tenant; (e) any
                  disability or other defense of Tenant; or (f) the cessation
                  from any cause whatsoever of the liability of Tenant.

                                       16

<PAGE>

         6.       Until all the covenants and conditions in said Lease on
                  Tenant's part to be performed and observed are fully performed
                  and observed, Guarantor (a) shall have no right of subrogation
                  against Tenant by reason of any payments or acts of
                  performance by the Guarantor, in compliance with the
                  obligations of the Guarantor hereunder; (b) waives any right
                  to enforce any remedy which Guarantor now or hereafter shall
                  have against Tenant by reason of any one or more payments or
                  acts of performance in compliance with the obligations of
                  Guarantor hereunder; and (c) subordinates any liability or
                  indebtedness of Tenant now or hereafter held by Guarantor to
                  the obligations of Tenant to Landlord under said Lease.

         7.       This Guaranty shall apply to the said Lease, any extension or
                  renewal thereof and to any holdover term following the term
                  hereby granted or any extension or renewal thereof.

         8.       This instrument may not be changed, modified, discharged or
                  terminated orally or in any manner other than by an agreement
                  in writing signed by Guarantor and Landlord.



IN WITNESS WHEREOF, the parties herein have hereunto set their hands.

Witness                                       Landlord - Stonewood East Partners

______________________________                /s/ John C. Baun
                                              ----------------------------------
                                              By: John C. Baun, General Partner

                                              Date: 1-13-02
                                                    -------


Witness

______________________________


                                              Guarantor- CoManage Corporation

                                              /s/ Dave Nelsen
                                              ----------------------------------
                                              By:Dave Nelsen, CEO

                                              Date: ___________

                                       17