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EXHIBIT 10.16

LEASE AGREEMENT (Multi-Tenant Office)

INDEX

|§   |  | Section                                              |  | Page
|--- |  | ---------------------------------------------------- |  | ----
|1.  |  | Summary of Terms and Certain Definitions             |  | 1   
|2.  |  | Premises                                             |  | 1   
|3.  |  | Acceptance of Premises                               |  | 2   
|4.  |  | Use; Compliance                                      |  | 2   
|5.  |  | Term                                                 |  | 2   
|6.  |  | Minimum Annual Rent.                                 |  | 3   
|7.  |  | Operation of Property; Payment of Expenses.          |  | 3   
|8.  |  | Signs                                                |  | 6   
|9.  |  | Alterations and Fixtures.                            |  | 6   
|10. |  | Mechanics' Liens.                                    |  | 6   
|11. |  | Landlord's Right to Relocate Tenant; Right of Entry. |  | 7   
|12. |  | Damage by Fire or Other Casualty.                    |  | 7   
|13. |  | Condemnation.                                        |  | 7   
|14. |  | Non-Abatement of Rent                                |  | 8   
|15. |  | Indemnification of Landlord                          |  | 8   
|16. |  | Waiver of Claims                                     |  | 8   
|17. |  | Quiet Enjoyment                                      |  | 8   
|18. |  | Assignment and Subletting                            |  | 9   
|19. |  | Subordination; Mortgagee's Rights                    |  | 9   
|20. |  | Recording; Tenant's Certificate                      |  | 10  
|21. |  | Surrender; Abandoned Property                        |  | 10  
|22. |  | Curing Tenant's Defaults                             |  | 10  
|23. |  | DefaultsRemedies.                                   |  | 11  
|24. |  | Representations of Tenant                            |  | 12  
|25. |  | Liability of Landlord                                |  | 12  
|26. |  | Interpretation; Definitions                          |  | 13  
|27. |  | Notices                                              |  | 14  
|28. |  | Security Deposit                                     |  | 14  

INDEX (RIDER)

|§   |  | Section                                      |  | Page
|--- |  | -------------------------------------------- |  | ----
|29. |  | Tenant Improvements; Tenant Allowance        |  | R-1 
|30. |  | Minimum Annual Rent                          |  | R-2 
|31. |  | Operating Expenses                           |  | R-2 
|32. |  | Reconciliation; Access to Landlord's Records |  | R-2 
|33. |  | Repairs and Maintenance                      |  | R-3 
|34. |  | Utilities.                                   |  | R-3 
|35. |  | Mechanic's Liens                             |  | R-3 
|36. |  | Relocation                                   |  | R-3 
|37. |  | Casualty                                     |  | R-3 
|38. |  | Condemnation                                 |  | R-3 
|39. |  | Non-Abatement of Rent                        |  | R-3 
|40. |  | Indemnification of Tenant                    |  | R-3 
|41. |  | Assignment and Subletting                    |  | R-3 
|42. |  | Surrender; Abandoned Property                |  | R-3 
|43. |  | Notices                                      |  | R-4 



THIS LEASE AGREEMENTis made by and betweenLIBERTY PROPERTY LIMITED PARTNERSHIP, a
Pennsylvania limited partnership ("LANDLORD") with its address at 10400 Viking Drive, Suite 130, Eden Prairie, Minnesota 55344,
andNICOLLET PROCESS ENGINEERING, INC., a Minnesota corporation ("TENANT") with its
address at 420 n. 5TH Street, Suite 1040 Ford Center, Minneapolis, Minnesota 55401 and is dated as of the date on which this lease has been fully executed by Landlord and Tenant.

1.Summary of Terms and Certain Definitions.

| | (a) |  | "PREMISES": |  | Approximate rentable square feet: 2,593               
| | --- |  | ----------- |  | ------------------------------------------------------
| |     |  |             |  | Suite                                                 
| | (b) |  | "BUILDING": |  | Approximate rentable square feet: 168,000             
| |     |  | (§2)        |  | Address:                                              
| |     |  |             |  |                                                       
| | (c) |  | "TERM":     |  | Thirty-six (36) months plus any partial month from the
| |     |  | (§5)        |  | Commencement Date                                     



(d)  Minimum Rent (§6) & Operating Expenses (§7)



(e)  "PROPORTIONATE SHARE"(§7(a)): 1.5% (Ratio of approximate rentable square feet in the
Premises to approximate rentable square feet in the Building)

(f)  "USE"(§4): General office purposes

(g)  "SECURITY DEPOSIT"(§28): $9,797.22

(h)  CONTENTS:This lease consists of the Index, pages 1 through 11 containing Sections 1 through
28 and the following, all of which are attached hereto and made a part of this lease:

| | Rider with Sections 29 through 43 |  |                                  
| | --------------------------------- |  | ---------------------------------
| | Exhibits:                         |  | "A"Plan showing Premises        
| |                                   |  | "B"Commencement Certificate Form
| |                                   |  | "C"Building Rules               

2.Premises.Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
Premises as shown on attached Exhibit "A" within the Building (the Building and the lot on which it is located, the "PROPERTY"), together with the
non-exclusive right with Landlord and other occupants of the Building to use all areas and facilities provided by Landlord for the use of all tenants in the Property including any lobbies, hallways,
driveways, sidewalks and parking, loading and landscaped areas (the "COMMON AREAS").

3.Acceptance of Premises.Tenant has examined and knows the condition of the Property, the
zoning, streets, sidewalks, parking areas, curbs and access ways adjoining it, visible easements, any surface conditions and the present uses, and Tenant accepts them in the condition in which they
now are, without relying on any representation, covenant or warranty by Landlord. Tenant and its agents shall have the right, at Tenant's own risk, expense and responsibility, at all reasonable times
prior to the Commencement Date, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that the Premises are vacant and Tenant obtains
Landlord's prior written consent.

4.Use; Compliance.

(a)  Permitted Use.Tenant shall occupy and use the Premises for and only for the Use specified in
Section 1(f) above and in such a manner as is lawful, reputable and will not create any nuisance or otherwise interfere with any other tenant's normal operations or the management of the
Building. Without limiting the foregoing, such Use shall exclude any use that would cause the Premises or the Property to be deemed a "place of public accommodation" under the Americans with
Disabilities Act (the "ADA") as further described in the Building Rules (defined below). All Common Areas shall be subject to Landlord's
exclusive control and management at all times. Tenant shall not use or permit the use of any portion of the Common Areas for other than their intended use.

(b)  Compliance.From and after the Commencement Date, Tenant shall comply promptly, at its sole
expense, (including making any alterations or improvements) with all laws (including the ADA), ordinances, notices, orders, rules, regulations and requirements regulating the Property during the Term
which impose any duty upon Landlord or Tenant with respect to Tenant's use, occupancy or alteration of, or Tenant's installations in or upon, the Property including the Premises, (as the same may be
amended, the "LAWS AND REQUIREMENTS") and the building rules attached as Exhibit "C", as amended by Landlord from time to time, (the
"BUILDING RULES"). Provided, however, that Tenant shall not be required to comply with the Laws and Requirements with respect to the footings,
foundations, structural steel columns and girders forming a part of the Property unless the need for such compliance arises out of Tenant's use, occupancy or alteration of the Property, or by any act
or omission of Tenant or any employees, agents, contractors, licensees or invitees ("AGENTS") of Tenant. With respect to Tenant's obligations as to the
Property, other than the Premises, at Landlord's option and at Tenant's expense, Landlord may comply with any repair, replacement or other construction requirements of the Laws and Requirements and
Tenant shall pay to Landlord all costs thereof as additional rent.

(c)  Environmental.Tenant shall comply, at its sole expense, with all Laws and Requirements as set
forth above, all manufacturers' instructions and all requirements of insurers relating to the treatment, production, storage, handling, transfer, processing, transporting, use, disposal and release of
hazardous substances, hazardous mixtures, chemicals, pollutants, petroleum products, toxic or radioactive matter (the "RESTRICTED ACTIVITIES"). Tenant
shall deliver to Landlord copies of all Material Safety Data Sheets or other written information prepared by manufacturers, importers or suppliers of any chemical and all notices, filings, permits and
any other written communications from or to Tenant and any entity regulating any Restricted Activities.

(d)  Notice.If at any time during or after the Term, Tenant becomes aware of any inquiry, investigation
or proceeding regarding the Restricted Activities or becomes aware of any claims, actions or investigations regarding the ADA, Tenant shall give Landlord written notice, within 5 days after first
learning thereof, providing all available information and copies of any notices.

5.Term.The Term of this lease shall commence on the Commencement Date and shall end at
11:59 p.m. on the last day of the Term (the "EXPIRATION DATE"), without the necessity for notice from either party, unless sooner terminated in
accordance with the terms hereof. At Landlord's request, Tenant shall confirm the Commencement Date and Expiration Date by executing a lease commencement certificate in the form attached as Exhibit
"B".

6.Minimum Annual Rent.Tenant agrees to pay to Landlord the Minimum Annual Rent in equal
monthly installments in the amount set forth in Section 1(d) (as increased at the beginning of each lease year as set forth in Section 1(d)), in advance, on the first day of each calendar month
during the Term, without notice, demand or setoff, at Landlord's address designated at the beginning of this lease unless Landlord designates otherwise; provided that rent for the first full month
shall be paid at the signing of this lease. If the Commencement Date falls on a day other than the first day of a calendar month, the rent shall be apportioned pro rata on a per diem basis for the
period from the Commencement Date until the first day of the following calendar month and shall be paid on or before the Commencement Date. As used in this lease, the term
"lease year" means the period from the Commencement Date through the succeeding 12 full calendar months (including for the first lease year any partial
month from the Commencement Date until the first day of the first full calendar month) and each successive 12 month period thereafter during the Term.

7.Operation of Property; Payment of Expenses.

(a)  Payment of Operating Expenses.Tenant shall pay to Landlord the Annual Operating Expenses in equal
monthly installments in the amount set forth in Section 1(d) (prorated for any partial month), from the Commencement Date and continuing throughout the Term on the first day of each calendar
month during the Term, as additional rent, without notice, demand or setoff, provided that the monthly installment for the first full month shall be paid at the signing of this lease. Landlord shall
apply such payments to the annual operating costs to Landlord of operating and maintaining the Property during each calendar year of the Term, which costs may include by way of example rather than
limitation: insurance premiums, fees, impositions, costs for repairs, maintenance, service contracts, management and administrative fees, governmental permits, overhead expenses, costs of furnishing
water, sewer, gas, fuel, electricity, other utility services, janitorial service, trash removal, security services, landscaping and grounds maintenance, and the costs of any other items attributable
to operating or maintaining any or all of the Property excluding any costs which under generally accepted accounting principles are capital expenditures; provided, however, that annual operating costs
also shall include the annual amortization (over an assumed useful life of ten years) of the costs (including financing charges) of building improvements made by Landlord to the Property that are
required by any governmental authority or for the purpose of reducing operating expenses or directly enhancing the safety of tenants in the Building generally. The amount of the Annual Operating
Expenses set forth in Section 1(d) represents Landlord's estimate of Tenant's share of the estimated operating costs during the first calendar year of the Term on an annualized basis; from time
to time Landlord may adjust such estimated amount if the estimated operating costs increase. Tenant's obligation to pay the Annual Operating Expenses pursuant to this Section 7 shall survive the
expiration or termination of this lease.



(b)  Impositions.As used in this lease the term "impositions" refers to all levies, taxes (including
sales taxes and gross receipt taxes) and assessments, which are applicable to the Term, and which are imposed by any authority or under any law, ordinance or regulation thereof, or pursuant to any
recorded covenants or agreements, and the reasonable cost of contesting any of the foregoing, upon or with respect to the Property or any part thereof, or any improvements thereto. Tenant shall pay to
Landlord with the monthly payment of Minimum Annual Rent any imposition imposed directly upon this lease or the Rent (defined in Section 7(g)) or amounts payable by any subtenants or other occupants
of the Premises, or against Landlord because of Landlord's estate or interest herein.



(c)  Insurance.



(d)  Repairs and Maintenance; Common Areas; Building Management.



(e)  Utilities.



(f)  Janitorial Services.Landlord will provide Tenant with trash removal and janitorial services
pursuant to a cleaning schedule attached as Exhibit "D".

(g)  "Rent."The term "RENT" as used in this lease means
the Minimum Annual Rent, Annual Operating Expenses and any other additional rent or sums payable by Tenant to Landlord pursuant to this lease, all of which shall be deemed rent for purposes of
Landlord's rights and remedies with respect thereto. Tenant shall pay all Rent to Landlord within 30 days after Tenant is billed, unless otherwise provided in this lease, and interest shall accrue on
all sums due but unpaid.

8.Signs.Landlord, at Landlord's expense, will place Tenant's name and suite number on the
Building standard sign and on or beside the entrance door to the Premises. Except for signs which are located wholly within the interior of the Premises and not visible from the exterior of the
Premises, no signs shall be placed on the Property without the prior written consent of Landlord. All signs installed by Tenant shall be maintained by Tenant in good condition and Tenant shall remove
all such signs at the termination of this lease and shall repair any damage caused by such installation, existence or removal.

9.Alterations and Fixtures.

(a)Subject to Section 10, Tenant shall have the right to install its trade fixtures in the Premises, provided that no
such installation or removal thereof shall affect any structural portion of the Property nor any utility lines, communications lines, equipment or facilities in the Building serving any tenant other
than Tenant. At the expiration or termination of this lease and at the option of Landlord or Tenant, Tenant shall remove such installation(s) and, in the event of such removal, Tenant shall repair any
damage caused by such installation or removal; if Tenant, with Landlord's written consent, elects not to remove such installation(s) at the expiration or termination of this lease, all such
installations shall remain on the Property and become the property of Landlord without payment by Landlord.

(b)Except for non-structural changes which do not exceed $5000 in the aggregate, Tenant shall not make or permit to be
made any alterations to the Premises without Landlord's prior written consent. Tenant shall pay the costs of any required architectural/engineering reviews. In making any alterations,
(i) Tenant shall deliver to Landlord the plans, specifications and necessary permits, together with certificates evidencing that Tenant's contractors and subcontractors have adequate insurance
coverage naming Landlord and Landlord's agent as additional insureds, at least 10 days prior to commencement thereof, (ii) such alterations shall not impair the structural strength of the
Building or any other improvements or reduce the value of the Property or affect any utility lines, communications lines, equipment or facilities in the Building serving any tenant other than Tenant,
(iii) Tenant shall comply with Section 10 and (iv) the occupants of the Building and of any adjoining property shall not be disturbed thereby. All alterations to the Premises by Tenant
shall be the property of Tenant until the expiration or termination of this lease; at that time all such alterations shall remain on the Property and become the property of Landlord without payment by
Landlord unless Landlord gives written notice to Tenant to remove the same, in which event Tenant will remove such alterations and repair any resulting damage. At Tenant's request prior to Tenant
making any alterations, Landlord shall notify Tenant in writing, whether Tenant is required to remove such alterations at the expiration or termination of this lease.

10.Mechanics' Liens.Tenant shall pay promptly any contractors and materialmen who supply
labor, work or materials to Tenant at the Property and shall take all steps permitted by law in order to avoid the imposition of any mechanic's lien upon all or any portion of the Property. Should any
such lien or notice of lien be filed for work performed for Tenant other than by Landlord, Tenant shall bond against or discharge the same within 5 days after Tenant has notice that the lien or claim
is filed regardless of the validity of such lien or claim. Nothing in this lease is intended to authorize Tenant to do or cause any work to be done or materials to be supplied for the account of
Landlord, all of the same to be solely for Tenant's account and at Tenants risk and expense. Throughout this lease the term "mechanic's lien" is used to
include any lien, encumbrance or charge levied or imposed upon all or any portion of, interest in or income from the Property on account of any mechanic's, laborer's, materialman's or construction
lien or arising out of any debt or liability to or any claim of any contractor, mechanic, supplier, materialman or laborer and shall include any mechanic's notice of intention to file a lien given to
Landlord or Tenant, any stop order given to Landlord or Tenant, any notice of refusal to pay naming Landlord or Tenant and any injunctive or equitable action brought by any person claiming to be
entitled to any mechanic's lien.

11.Landlord's Right to Relocate Tenant; Right of Entry.

(a)Landlord may cause Tenant to relocate from the Premises to a comparable space ("RELOCATION
SPACE") within the Building by giving written notice to Tenant at least 60 days in advance, provided


that Landlord shall pay for all reasonable costs of such relocation. Such a relocation shall not terminate, modify or otherwise affect this lease except that "Premises" shall refer to the Relocation
Space rather than the old location identified in Section 1(a).

(b)Tenant shall permit Landlord and its Agents to enter the Premises at all reasonable times following reasonable
notice (except in the event of an emergency), for the purpose of inspection, maintenance or making repairs, alterations or additions as well as to exhibit the Premises for the purpose of sale or
mortgage and, during the last 12 months of the Term, to exhibit the Premises to any prospective tenant. Landlord will make reasonable efforts not to inconvenience Tenant in exercising the foregoing
rights, but shall not be liable for any loss of occupation or quiet enjoyment thereby occasioned.

12.Damage by Fire or Other Casualty.

(a)If the Premises or Building shall be damaged or destroyed by fire or other casualty, Tenant promptly shall notify
Landlord and Landlord, subject to the conditions set forth in this Section 12, shall repair such damage and restore the Premises to substantially the same condition in which they were immediately
prior to such damage or destruction, but not including the repair, restoration or replacement of the fixtures or alterations installed by Tenant. Landlord shall notify Tenant in writing, within 30
days after the date of the casualty, if Landlord anticipates that the restoration will take more than 180 days from the date of the casualty to complete; in such event, either Landlord or Tenant may
terminate this lease effective as of the date of casualty by giving written notice to the other within 10 days after Landlord's notice. Further, if a casualty occurs during the last 12 months of the
Term or any extension thereof, Landlord may cancel this lease unless Tenant has the right to extend the Term for at least 3 more years and does so within 30 days after the date of the casualty.

(b)Landlord shall maintain a 12 month rental coverage endorsement or other comparable form of coverage as part of its
fire, extended coverage and special form insurance. Tenant will receive an abatement of its Minimum Annual Rent and Annual Operating Expenses to the extent the Premises are rendered untenantable as
determined by the carrier providing the rental coverage endorsement.

13.Condemnation.

(a)  Termination.If (i) all of the Premises are taken by a condemnation or otherwise for any
public or quasi-public use, (ii) any part of the Premises is so taken and the remainder thereof is insufficient for the reasonable operation of Tenant's business or (iii) any of the
Property is so taken, and, in Landlord's opinion, it would be impractical or the condemnation proceeds are insufficient to restore the remainder of the Property, then this lease shall terminate and
all unaccrued obligations hereunder shall cease as of the day before possession is taken by the condemnor.

(b)  Partial Taking.If there is a condemnation and this lease has not been terminated pursuant to this
Section, (i) Landlord shall restore the Building and the improvements which are a part of the Premises to a condition and size as nearly comparable as reasonably possible to the condition and
size thereof immediately prior to the date upon which the condemnor took possession and (ii) the obligations of Landlord and Tenant shall be unaffected by such condemnation except that there
shall be an equitable abatement of the Minimum Annual Rent according to the rental value of the Premises before and after the date upon which the condemnor took possession and/or the date Landlord
completes such restoration.

(c)  Award.In the event of a condemnation affecting Tenant, Tenant shall have the right to make a claim
against the condemnor for moving expenses and business dislocation damages to the extent that such claim does not reduce the sums otherwise payable by the condemnor to Landlord. Except as aforesaid
and except as set forth in (d) below, Tenant hereby assigns all claims against the condemnor to Landlord.

(d)  Temporary Taking.No temporary taking of the Premises shall terminate this lease or give Tenant any
right to any rental abatement. Such a temporary taking will be treated as if Tenant had sublet the Premises to the condemnor and had assigned the proceeds of the subletting to Landlord to be applied
on account of Tenant's obligations hereunder. Any award for such a temporary taking during the Term shall be applied first, to Landlord's costs of collection and, second, on account of sums owing by
Tenant hereunder, and if such amounts applied on account of sums owing by Tenant hereunder should exceed the entire amount owing by Tenant for the remainder of the Term, the excess will be paid to
Tenant.

14.Non-Abatement of Rent.Except as otherwise expressly provided as to damage by fire or other
casualty in Section 12(b) and as to condemnation in Section 13(b), there shall be no abatement or reduction of the Rent for any cause whatsoever, and this lease shall not terminate, and Tenant
shall not be entitled to surrender the Premises.

15.Indemnification of Landlord.Subject to Sections 7(c)(iii) and 16, Tenant will
protect, indemnify and hold harmless Landlord and its agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in
connection with loss of life, personal injury or damage to property in or about the Premises or arising out of the occupancy or use of the Premises by Tenant or its Agents or occasioned wholly or in
part by any act or omission of Tenant or its Agents, whether prior to, during or after the Term, except to the extent such loss, injury or damage was caused by the negligence of Landlord or its
Agents. In case any action or proceeding is brought against Landlord and/or its Agents by reason of the foregoing, Tenant, at its expense, shall resist and defend such action or proceeding, or cause
the same to be resisted and defended by counsel (reasonably acceptable to Landlord and its Agents) designated by the insurer whose policy covers such occurrence or by counsel designated by Tenant and
approved by Landlord and its Agents. Tenant's obligations pursuant to this Section 15 shall survive the expiration or termination of this lease.

16.Waiver of Claims.Landlord and Tenant each hereby waives all claims for recovery against the
other for any loss or damage which may be inflicted upon the property of such party even if such loss or damage shall be brought about by the fault or negligence of the other party or its Agents;
provided, however, that such waiver by Landlord shall not be effective with respect to any liability of Tenant described in Sections 4(c) and 7(d)(iii).

17.Quiet Enjoyment.Landlord covenants that Tenant, upon performing all of its covenants,
agreements and conditions of this lease, shall have quiet and peaceful possession of the Premises as against anyone
claiming by or through Landlord, subject, however, to the exceptions, reservations and conditions of this lease.

18.Assignment and Subletting.

(a)  Limitation.Tenant shall not transfer this lease, voluntarily or by operation of law, without the
prior written consent of Landlord which shall not be withheld unreasonably. However, Landlord's consent shall not be required in the event of any transfer by Tenant to an affiliate of Tenant which is
at least as

creditworthy as Tenant as of the date of' this lease and provided Tenant delivers to Landlord the instrument described in Section (c)(iii) below, together with a certification of such
creditworthiness by Tenant and such affiliate. Any transfer not in conformity with this Section 18 shall be void at the option of Landlord, and Landlord may exercise any or all of its rights under
Section 23. A consent to one transfer shall not be deemed to be a consent to any subsequent transfer. "Transfer" shall include any sublease, assignment, license or concession agreement, change in
ownership or control of Tenant, mortgage or hypothecation of this lease or Tenants interest therein or in all or a portion of the Premises.

(b)  Offer to Landlord.Tenant acknowledges that the terms of this lease, including the Minimum Annual
Rent, have been based on the understanding that Tenant physically shall occupy the Premises for the entire Term. Therefore, upon Tenant's request to transfer all or a portion of the Premises, at the
option of Landlord, Tenant and Landlord shall execute an amendment to this lease removing such space from the Premises, Tenant shall be relieved of any liability with respect to such space and
Landlord shall have the right to lease such space to any party, including Tenant's proposed transferee.

(c)  Conditions.Notwithstanding the above, the following shall apply to any transfer, with or without
Landlord's consent:



19.Subordination; Mortgagee's Rights.

(a)This lease shall be subordinate to any first mortgage or other primary encumbrance now or hereafter affecting the
Premises. Although the subordination is self-operative, within 10 days after written request, Tenant shall execute and deliver any further instruments confirming such subordination of this
lease and any further instruments of attornment that may be desired by any such mortgagee or Landlord. However, any mortgagee may at any time subordinate its mortgage to this lease, without Tenant's
consent, by giving written notice to Tenant, and thereupon this lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery; provided, however, that
such subordination shall not affect any mortgagee's right to condemnation awards, casualty insurance proceeds, intervening liens or any right which shall arise between the recording of such mortgage
and the execution of this lease.

(b)It is understood and agreed that any mortgagee shall not be liable to Tenant for any funds paid by Tenant to
Landlord unless such funds actually have been transferred to such mortgagee by Landlord.

(c)Notwithstanding the provisions of Sections 12 and 13 above, Landlords obligation to restore the Premises after a
casualty or condemnation shall be subject to the consent and prior rights of Landlords first mortgagee.

20.Recording; Tenant's Certificate.Tenant shall not record this lease or a memorandum thereof
without Landlords prior written consent. Within 10 days after Landlords written request from time to time:

(a)Tenant shall execute, acknowledge and deliver to Landlord a written statement certifying the Commencement Date and
Expiration Date of this lease, that this lease is in full force and effect and has not been modified and otherwise as set forth in the form of estoppel certificate attached as Exhibit "E" or with such
modifications as may be necessary to reflect accurately the stated facts and/or such other certifications as may be requested by a mortgagee or purchaser. Tenant understands that its failure to
execute such documents may cause Landlord serious financial damage by causing the failure of a financing or sale transaction.

(b)Tenant shall furnish to Landlord, Landlord's mortgagee, prospective mortgagee or purchaser reasonably requested
financial information.

21.Surrender; Abandoned Property.

(a)Subject to the terms of Sections 9(b), 12(a) and 13(b), at the expiration or termination of this lease,
Tenant promptly shall yield up in the same condition, order and repair in which they are required to be kept throughout the Term, the Premises and all improvements thereto, and all fixtures and
equipment servicing the Building, ordinary wear and tear excepted.

(b)Upon or prior to the expiration or termination of this lease, Tenant shall remove any personal property from the
Property. Any personal property remaining thereafter shall be deemed conclusively to have been abandoned, and Landlord, at Tenant's expense, may remove, store, sell or otherwise dispose of such
property in such manner as Landlord may see fit and/or Landlord may retain such property as its property. If any part thereof shall be sold, then Landlord may receive and retain the proceeds of such
sale and apply the same, at its option, against the expenses of the sale, the cost of moving and storage and any Rent due under this lease.

(c)If Tenant, or any person claiming through Tenant, shall continue to occupy the Premises after the expiration or
termination of this lease or any renewal thereof such occupancy shall be deemed to be under a month-to-month tenancy under the same terms and conditions set forth in this lease, except that the
monthly installment of the Minimum Annual Rent during such continued occupancy shall be double the amount applicable to the last month of the Term. Anything to the contrary notwithstanding,
any holding over by Tenant without Landlord's prior written consent shall constitute a default hereunder and shall be subject to all the remedies available to Landlord

22.Curing Tenant's Defaults.If Tenant shall be in default in the performance of any of its
obligations hereunder, Landlord, without any obligation to do so, in addition to any other rights it may have in law or equity, may elect to cure such default on behalf of Tenant after written notice
(except in the case of emergency) to Tenant. Tenant shall reimburse Landlord upon demand for any sums paid or costs incurred by Landlord in curing such default, including interest thereon from the
respective dates of Landlord's incurring such costs, which sums and costs together with interest shall be deemed additional rent.

23.DefaultsRemedies.

(a)Defaults. It shall be an event of default:



(b)  Remedies.Then, and in any such event, Landlord shall have the following rights:



(c)  Grace Period.Notwithstanding anything hereinabove stated, neither party will exercise any
available right because of any default of the other, except those remedies contained in subsection (b)(i) of this Section, unless such party shall have first given 10 days written notice
thereof to the defaulting party, and the defaulting party shall have failed to cure the default within such period; provided, however, that:



(d)  Non-Waiver; Non-Exclusive.No waiver by Landlord of any breach by Tenant shall be a waiver of any
subsequent breach, nor shall any forbearance by Landlord to seek a remedy for any breach by Tenant be a waiver by Landlord of any rights and remedies with respect to such or any subsequent breach.
Efforts by Landlord to mitigate the damages caused by Tenant's default shall not constitute a waiver of Landlord's right to recover damages hereunder. No right or remedy herein conferred upon or
reserved to Landlord is intended to be exclusive of any other right or remedy provided herein or by law, but each shall be

cumulative and in addition to every other right or remedy given herein or now or hereafter existing at law or in equity. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount
than the total amount due Landlord under this lease shall be deemed to be other than on account, nor shall any endorsement or statement on any check or payment be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of Rent due, or Landlords right to pursue any other available remedy.

(e)  Costs and Attorneys' Fees.If either party commences an action against the other party arising out
of or in connection with this lease, the prevailing party shall be entitled to have and recover from the losing party attorneys' fees, costs of suit, investigation expenses and discovery costs,
including costs of appeal.

24.Representations of Tenant.Tenant represents to Landlord and agrees that:

(a)The word "Tenant" as used herein includes the Tenant named above as
well as its successors and assigns, each of which shall be under the same obligations and liabilities and each of which shall have the same rights, privileges and powers as it would have possessed had
it originally signed this lease as Tenant. Each and every of the persons named above as Tenant shall be bound jointly and severally by the terms, covenants and agreements contained herein. However, no
such rights, privileges or powers shall inure to the benefit of any assignee of Tenant immediate or remote, unless Tenant has complied with the terms of Section 18 and the assignment to such assignee
is permitted or has been approved in
writing by Landlord. Any notice required or permitted by the terms of this lease may be given by or to any one of the persons named above as Tenant, and shall have the same force and effect as if
given by or to all thereof

(b)If Tenant is a corporation, partnership or any other form of business association or entity, Tenant is duly formed
and in good standing, and has full corporate or partnership power and authority, as the case may be, to enter into this lease and has taken all corporate or partnership action, as the case may be,
necessary to carry out the transaction contemplated herein, so that when executed, this lease constitutes a valid and binding obligation enforceable in accordance with its terms. Tenant shall provide
Landlord with corporate resolutions or other proof in a form acceptable to Landlord, authorizing the execution of this lease at the time of such execution.

25.Liability of Landlord.The word "Landlord"
as used herein includes the Landlord named above as well as its successors and assigns, each of which shall have the same rights, remedies, powers, authorities and privileges as it would have had it
originally signed this lease as Landlord. Any such person or entity, whether or not named herein, shall have no liability hereunder after it ceases to hold title to the Premises except for obligations
already accrued (and, as to any unapplied portion of Tenant's Security Deposit, Landlord shall be relieved of all liability therefor upon transfer of such portion to its successor in interest) and
Tenant shall look solely to Landlord's successor in interest for the performance of the covenants and obligations of the Landlord hereunder which thereafter shall accrue. Neither Landlord nor any
principal of Landlord nor any owner of the Property, whether disclosed or undisclosed, shall have any personal liability with respect to any of the provisions of this lease or the Premises, and if
Landlord is in breach or default with respect to Landlord's obligations under this lease or otherwise, Tenant shall look solely to the equity of Landlord in the Property for the satisfaction of
Tenant's claims. Notwithstanding the foregoing, no mortgagee or ground lessor succeeding to the interest of Landlord hereunder (either in terms of ownership or possessory rights) shall be
(a) liable for any previous act or omission of a prior landlord, (b) subject to any rental offsets or defenses against a prior landlord or (c) bound by any amendment of this lease
made without its written consent, or by payment by Tenant of Minimum Annual Rent in advance in excess of one monthly installment.

26.Interpretation; Definitions.

(a)  Captions.The captions in this lease are for convenience only and are not a part of this lease and
do not in any way define, limit, describe or amplify the terms and provisions of this lease or the scope or intent thereof.

(b)  Entire Agreement.This lease represents the entire agreement between the parties hereto and there
are no collateral or oral agreements or understandings between Landlord and Tenant with respect to the Premises or the Property. No rights, easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by implication or otherwise except as expressly set forth in the provisions of this lease. This lease shall not be modified in any manner except by an
instrument in writing executed by the parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number.
The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. Both parties having
participated fully and equally in the negotiation and preparation of this lease, this lease shall not be more strictly construed, nor any ambiguities in this lease resolved, against either Landlord or
Tenant.

(c)  Covenants.Each covenant, agreement, obligation, term, condition or other provision herein
contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this lease unless
otherwise expressly provided. All of the terms and conditions set forth in this lease shall apply throughout the Term unless otherwise expressly set forth herein.

(d)  Interest.Wherever interest is required to be paid hereunder, such interest shall be at the highest
rate permitted under law but not in excess of 15% per annum.

(e)  Severability; Governing Law.If any provisions of this lease shall be declared unenforceable in any
respect, such unenforceability shall not affect any other provision of this lease, and each such provision shall be deemed to be modified, if possible, in such a manner as to render it enforceable and
to preserve to the extent possible the intent of the parties as set forth herein. This lease shall be construed and enforced in accordance with the laws of the state in which the Property is located.

(f)  "Mortgage" and "Mortgagee."The word "mortgage" as
used herein includes any lien or encumbrance on the Premises or the Property or on any part of or interest in or appurtenance to of the foregoing, including without limitation any ground rent or
ground lease if Landlord's interest is or becomes a leasehold estate. The word "mortgagee" as used herein includes the holder of any mortgage, including
any ground lessor if Landlord's interest is or becomes a leasehold estate. Wherever any right is given to a mortgagee, that right may be exercised on behalf of such mortgagee by any representative or
servicing agent of such mortgagee.

(g)  "Person."The word "person" is used herein to
include a natural person, a partnership, a corporation, an association and any other form of business association or entity.

27.Notices.Any notice or other communication under this lease shall be in writing and
addressed to Landlord or Tenant at their respective addresses specified at the beginning of this lease, except that after the Commencement Date Tenant's address shall be at the Premises, (or to such
other address as either may designate by notice to the other) with a copy to any mortgagee or other party designated by Landlord. Each notice or other communication shall be deemed given if sent by
prepaid overnight delivery service or by certified mail, return receipt requested, postage prepaid or in any other manner, with delivery in any case evidenced by a receipt, and shall be deemed
received on the day of actual receipt by the intended recipient or on the business day delivery is refused. The giving of notice by Landlord's attorneys, representatives and agents under this Section
shall be deemed to be the acts of Landlord; however, the foregoing provisions governing the date on which a notice is deemed to have been received shall mean and refer to the date on which a party to
this lease, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice.

28.Security Deposit.At the time of signing this lease, Tenant shall deposit with Landlord the
Security Deposit to be retained by Landlord as cash security for the faithful performance and observance by Tenant of the provisions of this lease. Tenant shall not be entitled to any interest
whatever on the Security Deposit. Landlord shall have the right to commingle the Security Deposit with its other funds. Landlord may use the whole or any part of the Security Deposit for the payment
of any amount as to which Tenant is in default hereunder or to compensate Landlord for any loss or damage it may suffer by reason of Tenant's default under this lease. If Landlord uses all or any
portion of the Security Deposit as herein provided, within 10 days after written demand therefor, Tenant shall pay Landlord cash in amount equal to that portion of the Security Deposit used by
Landlord. If Tenant shall comply fully and faithfully with all of the provisions of this lease, the Security Deposit shall be returned to Tenant after the Expiration Date and surrender of the Premises
to Landlord.

IN
WITNESS WI[EREOF, and in consideration of the mutual entry into this lease and for other good and valuable consideration, and intending to be legally bound, Landlord
and Tenant have executed this lease.

|Date signed:                        |  | Landlord:                            |                                             
|----------------------------------- |  | ------------------------------------ | --------------------------------------------
|8/2/99                              |  | LIBERTY PROPERTY LIMITED PARTNERSHIP
|                                    |  | By:                                  | Liberty Property Trust, Sole General Partner
|                                    |  |                                      | By:                                         
|                                    |  |                                      |                                             
|                                    |  |                                      |                                             
|Date signed:                        |  | Tenant:                              |                                             
|08/02/99                            |  | /s/EVROS PSILOYENIS                 
|                                    |  |                                      | By:                                         
|                                    |  |                                      |                                             
|                                    |  |                                      |                                             
|Attest:                             |  |                                      |                                             
|/s/CONLEY SANDBERG                  |  |                                      |                                             
|Name: Conley Sandberg               |  |                                      |                                             
|Title: Pricing & Communications Mgr |  |                                      |                                             



## 

RIDER

This Rider is attached to and made a part of that certain lease dated of even date herewith by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania
limited partnership, as Landlord, and NICOLLET PROCESS ENGINEERING, INC., a Minnesota corporation, as Tenant. In the event of any conflict between the terms of this Rider and the terms of the lease to
which this Rider is attached, the terms of this Rider shall control.

29.Tenant Improvements; Tenant Allowance.

(a)  Defined Terms.The date set forth in Section 1(c)(i) is defined as the
"COMPLETION DATE" and the "COMMENCEMENT DATE" is the date set forth in subsection (d) below.

(b)  Completion by Landlord.Landlord will deliver the Premises to Tenant in accordance with the plans
attached hereto asExhibit "F". Landlord shall cause the work described on Exhibit "F" to be substantially completed on or before the Completion Date,
subject to extension for delays due to any cause beyond the reasonable control of Landlord or Landlord's contractors or suppliers. Subject only to Landlord's obligations in the first paragraph of this
subsection (b), all other improvements in and to the Premises shall be at Tenant's cost and expense.

(c)  Access; Acceptance of Premises.Section 3of the
lease is deleted and restated as follows:



(d)  Term.Section 5of the lease is deleted and
restated as follows:



30.Minimum Annual Rent.The word, "designates" in line 4 ofSection
6is hereby amended to "notifies".

31.Operating Expenses.Section
7(a)notwithstanding, Operating Expenses shall not include costs or expenses which are attributed to additional services requested by specific tenants and attorneys'
fees and costs for litigation against tenants.

32.Reconciliation; Access to Landlord's Records.The following language is added
toSection 7(a)(ii):



33.Repairs and Maintenance.The words, "to the Premises" are hereby added after "to make any
repair" in line 2 ofSection 7(d)(ii).

34.Utilities.The words "and water" are hereby added after "air conditioning" in line 1
ofSection 7(e)(i). The last sentence ofSection 7(e)(i)notwithstanding,
if utility services necessary to Tenant's use and occupancy of the Premises are interrupted because of any event within Landlord's reasonable control ,including any failure on the part of Landlord to
timely pay utility providers, and if such interruption shall continue for more than three (3) consecutive business days, rent payable thereafter by Tenant under this lease shall be abated until such
utilities are restored.

35.Mechanic's Liens."5 days" in line 4
ofSection 10is hereby changed to "15 days".

36.Relocation."60 days" in line 2 ofSection
11(a)is hereby changed to "90 days". The following sentence is hereby added following the penultimate sentence ofSection
11(b): "Such relocation costs include, but are not limited to, the costs of changing utility services, construction of leasehold improvements, and business relocation costs
such as printing costs associated with new business cards, stationary and notices to customers".

37.Casualty.The words, "as determined by the carrier providing the rental coverage
endorsement" at the end ofSection 12(b)are hereby deleted.

38.Condemnation.Section
13(d)[Temporary Taking] is hereby deleted.

39.Non-Abatement of Rent.The words, "13(a) and" are hereby inserted before
"13(b) in line 2 ofSection 14.

40.Indemnification of Tenant.Subject to Sections 7(c)(iii) and 16, Landlord will
protect, indemnify and hold harmless Tenant and its Agents from and against any and all claims, actions, damages, liability and expense (including fees of attorneys, investigators and experts) in
connection with loss of life, personal
injury or damage to property caused to any person in or about the Premises occasioned wholly or in part by the negligence of Landlord or its Agents, except to the extent such loss, injury or damage
was caused by the negligence of Tenant or its Agents. In case any action or proceeding is brought against Tenant and/or its Agents by reason of the foregoing, Landlord, at its expense, shall resist
and defend such action or proceeding, or cause the same to be resisted and defended by counsel (reasonably acceptable to Tenant and its Agents) designated by the insurer whose policy covers such
occurrence or by counsel designated by

Landlord and approved by Tenant and its Agents. Landlord's obligations pursuant to this Section shall survive the expiration or termination of this lease.

41.Assignment and Subletting.Section
18(b)[Offer to Landlord] is hereby deleted. The words, "which shall be no less than $250" in line 1 ofSection
18(c)(iv)are hereby deleted. The provisions ofSection 18notwithstanding, Tenant shall have the one-time right to assign this
lease, without need for Landlord's consent, to a wholly-owned subsidiary of Tenant; Tenant shall promptly provide Landlord notice of any such assignment.

42.Surrender; Abandoned Property.The words, "pursuant to Minnesota statutes" is hereby added
at the end of the second sentence ofSection 21(b). The word "double" in line 4 ofSection 21(c)is
hereby changed to "150% of".

43.Notices.Notices given pursuant toSection
27may be given by facsimile transmission, with receipt confirmed.

Landlord
and Tenant have executed this Rider (consisting of Sections 29-43 as of the last date indicated below.

|Date signed: | August 2, 1999 |  | Landlord:                           
|------------ | -------------- |  | ------------------------------------
|             |                |  |                                     
|             |                |  | LIBERTY PROPERTY LIMITED PARTNERSHIP
|             |                |  | By:                                 
|             |                |  |                                     
|             |                |  |                                     
|Date signed: | August 2, 1999 |  | Tenant:                             
|             |                |  |                                     
|             |                |  | NICOLLET PROCESS ENGINEERING, INC.  
|             |                |  |                                     
|             |                |  |                                     
|             |                |  |                                     
|             |                |  |                                     



## QuickLinks

LEASE AGREEMENT (Multi-Tenant Office)

RIDER