Exhibit 10.7
XATA Corporation Form 10-QSB for quarterly period ended March 31, 1997.


                                 LEASE AGREEMENT

                                     BETWEEN

                              HOYT PROPERTIES, INC.
                             A MINNESOTA CORPORATION

                                       AND

                                XATA CORPORATION
                             A MINNESOTA CORPORATION

                             DATED DECEMBER 26, 1996






                         This instrument was drafted by:

                                  Gary W. Lally
                              Hoyt Properties, Inc.
                             708 South Third Street
                                   Suite #108
                                 Minneapolis, MN
                                 (612) 338-7787







                                          XATA CORPORATION/HOYT PROPERTIES, INC.


                                TABLE OF CONTENTS

                                                                   PAGE NUMBER

ARTICLE I.   BASIC LEASE TERMS

             1.1    PARTIES.                                              1
             1.2    PREMISES.                                             1
             1.3    TERM                                                  1
             1.4    BASE RENT                                             1
             1.5    ADDRESSES                                             2
             1.6    PERMITTED USE                                         2
             1.7    SECURITY DEPOSIT                                      2
             1.8    PRO RATA SHARE                                        2
             1.9    OPTIONS TO RENEW                                      2

ARTICLE 2.   RENT

             2.1    BASE RENT                                             3
             2.2    OPERATING EXPENSES                                    3
             2.3    DEFINITION OF OPERATING EXPENSES                      4
             2.4    LATE PAYMENT CHARGE                                   4
             2.5    INCREASE IN INSURANCE PREMIUMS                        4
             2.6    SECURITY DEPOSIT                                      5
             2.7    HOLDING OVER                                          5

ARTICLE 3.   OCCUPANCY AND USE

             3.1    USE                                                   5
             3.2    SIGNS                                                 5
             3.3    COMPLIANCE WITH LAWS RULES AND REGULATIONS            6
             3.4    WARRANTY OF POSSESSION                                6
             3.5    RIGHT OF ACCESS                                       6
             3.6    ACCEPTANCE                                            6

ARTICLE 4.   UTILITIES AND SERVICE

             4.1    BUILDING SERVICES                                     7
             4.2    THEFT  OR BURGLARY                                    7

ARTICLE 5.   REPAIRS AND MAINTENANCE

             5.1    LANDLORD REPAIR                                       7
             5.2    TENANT REPAIRS                                        7
             5.3    TENANT DAMAGES                                        8

ARTICLE 6.   ALTERATIONS AND IMPROVEMENTS

             6.1    LANDLORD IMPROVEMENTS                                 8
             6.2    TENANT IMPROVEMENTS                                   8


ARTICLE 7.   CASUALTY AND INSURANCE

             7.1    SUBSTANTIAL DESTRUCTION                               9
             7.2    PARTIAL DESTRUCTION                                   9
             7.3    PROPERTY INSURANCE                                    9
             7.4    WAIVER OF SUBROGATION                                10
             7.5    HOLD HARMLESS                                        10
             7.6    PUBLIC LIABILITY INSURANCE                           10

ARTICLE 8.   CONDEMNATION

             8.1    SUBSTANTIAL TAKING                                   10
             8.2    PARTIAL TAKING                                       11

ARTICLE 9.   ASSIGNMENT OR SUBLEASE

             9.1    LANDLORD ASSIGNMENT                                  11
             9.2    TENANT ASSIGNMENT                                    11
             9.3    CONDITIONS OF ASSIGNMENT                             12
             9.4    RIGHTS OF MORTGAGE                                   12
             9.5    TENANT'S STATEMENT                                   12

ARTICLE 10.  LANDLORD'S LEINS AND SECURITY AGREEMENT

                    (INTENTIONALLY DELETED)

ARTICLE 11.  DEFAULT AND REMEDIES

             11.1   DEFAULT BY TENANT                                    13
             11.2   REMEDIES FOR TENANT DEFAULT                          14
             11.3   LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT    15
             11.4   INTEREST AND ATTORNEY'S FEES                         15
             11.5   ADDITIONAL REMEDIES, WAIVERS, ETC.                   15

ARTICLE 12.  RELOCATION

                    (INTENTIONALLY DELETED)

ARTICLE 13.  AMENDMENT AND LIMITATION OF WARRANTIES

             13.1   ENTIRE AGREEMENT                                     16
             13.2   AMENDMENT                                            16
             13.3   LIMITATION OF WARRANTIES                             16

ARTICLE 14   MISCELLANEOUS

             14.1   ACT OF GOD                                           17
             14.2   SUCCESSORS AND ASSIGNS                               17
             14.3   RENT TAX                                             17
             14.4   CAPTIONS                                             17
             14.5   NOTICE                                               17
             14.6   SUBMISSION OF LEASE                                  18
             14.7   CORPORATE AUTHORITY                                  18
             14.8   HAZARDOUS SUBSTANCES                                 18






                            STANDARD COMMERCIAL LEASE


                                   ARTICLE 1.
                                BASIC LEASE TERMS

         1.1 PARTIES. This lease agreement ("Lease") is entered into this 27th
day of December, 1996 by and between HOYT PROPERTIES, INC., a Minnesota
corporation, ("Landlord") and XATA CORPORATION, a Minnesota corporation,
("Tenant").

         1.2 PREMISES. In consideration of the rents, terms, provisions and
covenants of this Lease, Landlord hereby leases, lets and demises to Tenant the
following described premises ("Premises") as illustrated on Exhibit A attached
hereto: approximately 15,794 square feet of office space and 4,794 square feet
of warehouse space (20,588 total square feet) located in NICOLLET BUSINESS
CAMPUS VI located at 151 East Cliff Road, Burnsville, Minnesota 55337,
("Building") which consists of approximately 50,291square feet, as legally
described on Exhibit B attached hereto. The improvements to the Premises shall
consist of the Standard Tenant Finish Specifications attached hereto as Exhibit
C and the Schedule of Additional Leasehold Improvements attached hereto as
Exhibit D which shall detail the improvements, if any, to be installed at the
expense of Landlord or Tenant, as set forth on Exhibit D.

         On April 1, 1999, the Landlord shall make available and the Tenant
shall take possession of the adjacent unimproved warehouse bay to the east
(suite G) as cross hatched in Exhibit A-1 attached hereto. The Premises shall
increase in size by approximately 4,800 square feet of warehouse space.
Therefore the demised Premises shall then consist of approximately 15,794 square
feet of office space and 9,594 square feet of warehouse space (25,388 total
square feet). Should the Tenant require additional improvements to the space at
that time, the costs and nature of such improvements must be approved by the
Landlord and shall either be (a) Fully amortized over the balance of the Lease
term at an interest rate of 10% per annum or (b) Paid for in cash by the Tenant,
at Tenant's option.

         1.3 TERM. Subject to and upon the conditions set forth herein, the term
of this Lease shall commence on July 1, 1997 the ("Commencement Date") and shall
terminate Eighty-four (84) months thereafter on June 30, 2004, unless sooner
terminated or extended as hereinafter provided. The term may be renewed for
three (3) additional terms of five (5) years each as provided in section 1.9
below.

         1.4 BASE RENT. Base rent is:

                  MONTHS            MONTHLY BASE RENT        PER SQ. FT.
                  ------            -----------------        -----------
                   1-20                $12,662.00               $7.38
                  21-60                $15,444.00               $7.30
                  61-84                $16,291.00               $7.70


         1.5 ADDRESSES.


               LANDLORD'S ADDRESS:                 TENANT'S ADDRESS:
               -------------------                 -----------------
               HOYT PROPERTIES, INC.               XATA CORPORATION
               708 South Third Street              151 East Cliff Road
               Suite 108                           Suites H thru L
               Minneapolis, MN 55415               Burnsville, MN 55337
               (612) 338-7787                      (612) 894-2463


                                                   TENANT'S ADDRESS FOR NOTICES:
                                                   -----------------------------
                                                   SAME


         1.6 PERMITTED USE: Office/warehouse and computer assembly

         1.7 SECURITY DEPOSIT: $15,000.00

         1.8 PRO RATA SHARE: Months 1-20 40.94%, months 21-84 50.48% subject to
adjustment as provided in Section 2.2 hereof.

         1.9 OPTIONS TO RENEW. Provided Tenant is not in default of any
provision of this Lease, Tenant shall have the option to renew for three (3)
consecutive five (5) year renewal terms. Notice of intent to renew (which shall
be deemed to be the exercise of Tenant's option) shall be given, in writing, by
Tenant to Landlord not less than six (6) months and not more than sixteen (16)
months prior to the expiration of the initial or renewal lease term. If Tenant
fails to exercise its option to renew within this time period, its right to
renew for that term and all future terms shall be deemed waived and forfeited.
Upon notice of intent to renew, a market rate shall be determined in the
following manner: A. An appraiser shall be appointed by mutual agreement of the
Landlord and Tenant. If the parties cannot agree, the Chief Judge of Dakota
County District Court shall appoint the appraiser; B. The appraiser shall
determine the current market rate for the property, which shall be the new base
rent for the first year of the renewal term; C. In no event shall the market
rent per square foot for the renewal term be less than $7.00.


                                   ARTICLE 2.
                                      RENT

         2.1 BASE RENT. Tenant agrees to pay monthly as base rent during the
term of this Lease the sum of money set forth in Section 1.4 of this Lease,
which amount shall be payable to Landlord at the address shown above. One
monthly installment of base rent shall be due and payable on the date of
execution of this Lease by Tenant for the first month's rent and a like monthly
installment shall be due and payable on or before the first day of each calendar
month succeeding the Rent Commencement Date defined below during the term of
this Lease; provided, if the Rent Commencement Date should be a date other than
the first day of a calendar month, the monthly rental set forth above shall be
prorated to the end of that calendar month, and all succeeding installments of
rent shall be payable on or before the first day of each succeeding calendar
month during the term of this Lease. Tenant shall pay, as additional rent, all
other sums due under this Lease. Notwithstanding anything in this Lease to the
contrary, if Landlord, for any reason whatsoever (other than Tenant's default),
cannot deliver possession of the Premises to the Tenant on the Commencement
Date, this Lease shall not be void or voidable, nor shall Landlord be liable to
Tenant for any loss or damage resulting therefrom, nor shall the expiration of
the term be extended, but all rent shall be abated until Landlord delivers
possession.Such date of delivery of possession shall be the Rent Commencement
Date. All base rent, additional rent and other sums payable by Tenant pursuant
to this Lease are payable without demand and without any reduction, abatement,
counterclaims or setoff. Notwithstanding anything to the contrary herein, this
Lease shall be null and void at Tenant's option, if Landlord has not delivered
possession by July 1, 1997, and in such event, the Security Deposit and first
month's rent shall be refunded to Tenant, in full, within ten (10) days.

         2.2 OPERATING EXPENSES. Tenant shall also pay as additional rent
commencing on the Commencement Date, Tenant's pro rata share of the operating
expenses of Landlord for the Building and/or project of which the Premises are a
part. Landlord may invoice Tenant monthly for Tenant's pro rata share of the
estimated operating expenses for each calendar year, which amount shall be
adjusted from time-to-time by Landlord based upon anticipated operating
expenses. Within nine (9) months following the close of each calendar year,
Landlord shall provide Tenant an accounting showing in reasonable detail all
computations of additional rent due under this Section. In the event the
accounting shows that the total of the monthly payments made by Tenant exceeds
the amount of additional rent due by Tenant under this Section, the accounting
shall be accompanied by evidence of a credit to Tenant's account. In the event
the accounting shows that the total of the monthly payments made by Tenant is
less than the amount of additional rent due by Tenant under this Section, the
accounting shall be accompanied by an invoice for the additional rent.
Notwithstanding any other provision in this Lease, during the year in which this
Lease terminates, Landlord, prior to the termination date, shall have the option
to invoice Tenant for Tenant's pro rata share of the operating expenses based
upon the previous year's operating expenses. If this Lease shall terminate on a
day other than the last day of a calendar year, the amount of any additional
rent payable by Tenant applicable to the year in which the termination shall
occur shall be prorated on the ratio that the number of days from the
commencement of the calendar year to and Including such termination date bears
to 365. Tenant agrees to pay any additional rent due under this Section within
ten (10) days following receipt of the invoice or accounting showing additional
rent due. Tenant's pro rata share set forth in Section 1.8 shall be equal to a
percentage based upon a fraction the numerator of which is the total area of the
Premises as set forth in Article 1, subject to adjustment as provided in this
Lease, and the denominator of which shall be the net rentable area of the
Building.

         2.3 DEFINITION OF OPERATING EXPENSES. The term "operating expenses"
includes all expenses incurred by Landlord with respect to the maintenance and
operation of the Building of which the Premises are a part, including, but not
limited to, the following: maintenance, repair and replacement costs;
electricity, fuel, water, sewer, gas and other common Building utility charges;
signage; equipment used for maintenance and operation of the Building; security
charges (excluding any charges metered seperately to tenants of the building);
security, window washing and janitorial services; trash and snow removal;
landscaping and pest control; management fees, wages and benefits payable to
employees of Landlord whose duties are solely or principally the operation and
maintenance of the Building; all services, supplies, repairs, replacements or
other expenses for maintaining and operating the Building or project including
parking and common areas; improvements made to the Building which are required
under any governmental law or regulation that was not applicable to the Building
at the time it was constructed; installation of any device or other equipment
which improves the operating efficiency of any system within the Premises and
thereby reduces operating expenses; all other expenses which would generally be
regarded as operating, repair, replacement and maintenance expenses; all real
property taxes and installments of special assessments, including dues and
assessments by means of deed restrictions and/or owners' associations which
accrue against the Building during the term of this Lease and legal fees
incurred in connection with actions to reduce the same; and all insurance
premiums Landlord is required to pay or deems necessary to pay, including fire
and extended coverage, and public liability insurance, with respect to the
Building (provided that operating expenses shall not include any building
insurance premium increase which is paid by any other tenant pursuant to a lease
term similar in effect to Paragraph 2.5).

         2.4 LATE PAYMENT CHARGE. If the monthly rental payment or any other
payment due from Tenant to Landlord is not received by Landlord on or before the
due date thereof, Landlord shall be entitled to exercise any remedy for
nonpayment provided in this Lease and, in addition, if such payment is not
received on or before five (5) days after the due date, a late payment charge of
five percent (5%) of such past due amount shall become due and payable by Tenant
in addition to such amounts owed under this Lease.

         2.5 INCREASE IN INSURANCE PREMIUMS. If an increase in any insurance
premiums paid by Landlord for the Building is caused by Tenant's use of the
Premises or if Tenant vacates the Premises and causes an increase in such
premiums, then Tenant shall pay as additional rent the amount of such increase
to Landlord.

         2.6 SECURITY DEPOSIT. The security deposit set forth in Section 1.7
shall be held by Landlord for the performance of Tenant's covenants and
obligations under this Lease, it being expressly understood that the security
deposit shall not be considered an advance payment of rental or a measure of
Landlord's damage in case of default by Tenant. Upon the occurrence of any event
of default by Tenant or breach by Tenant of Tenant's covenants under this Lease,
Landlord may, from time to time, without prejudice to any other remedy, use the
security deposit to the extent necessary to make good any arrears of rent, or to
repair any damage or injury, or pay any expense or liability incurred by
Landlord as a result of the event of default or breach of covenant, and any
remaining balance of the security deposit shall be returned by Landlord to
Tenant upon termination of this Lease. If any portion of the security deposit is
so used or applied, Tenant shall upon ten (10) days written notice from
Landlord, deposit with Landlord by cash or cashier's check an amount sufficient
to restore the security deposit to its original amount.

         2.7 HOLDING OVER. In the event that Tenant does not vacate the Premises
upon the expiration or termination of this Lease, Tenant shall be a tenant at
will for the holdover period and all of the terms and provisions of this Lease
shall be applicable during that period, except that Tenant shall pay Landlord as
base rental for the period of such holdover an amount equal to 150% times the
base rent which would have been payable by Tenant had the holdover period been a
part of the original term of this Lease, together with all additional rent as
provided in this Lease. Tenant agrees to vacate and deliver the Premises to
Landlord upon Tenant's receipt of notice from Landlord to vacate. The rental
payable during the holdover period shall be payable to Landlord on demand. No
holding over by Tenant, whether with or without the consent of Landlord, shall
operate to extend the term of this Lease.


                                   ARTICLE 3.
                                OCCUPANCY AND USE

         3.1 USE. Tenant warrants and represents to Landlord that the Premises
shall be used and occupied only for the purpose as set forth in Section 1.6.
Tenant shall occupy the Premises, conduct its business and control its agents,
employees, invitees and visitors in such a manner as is lawful, reputable and
will not create a nuisance. Tenant shall not permit any operation which emits
any odor or matter which intrudes into other portions of the Building, use any
apparatus or machine which makes undue noise or causes vibration in any portion
of the Building or otherwise interfere with, annoy or disturb any other lessee
in its normal business operations or Landlord in its management of the Building.
Tenant shall neither permit any waste on the Premises nor allow the Premises to
be used in any way which would in the opinion of Landlord, be extra hazardous on
account of fire or which would in any way increase or render void the fire
insurance on the Building.

         3.2 SIGNS. No sign of any type or description shall be erected, placed
or painted in or about the Premises or project except those signs submitted to
Landlord in writing and approved by Landlord in writing, and which signs are in
conformance with Landlord's sign criteria established for the project, attached
hereto as Exhibit E.

         3.3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at Tenant's
sole cost and expense, shall comply with all laws, ordinances, orders, rules and
regulations of state, federal, municipal or other agencies or bodies having
jurisdiction over the use, condition or occupancy of the Premises. Tenant will
comply with the rules and regulations of the Building adopted by Landlord,
including those attached hereto as Exhibit F. Landlord shall have the right at
all times to change and amend the rules and regulations in any reasonable manner
as may be deemed advisable for the safety, care, cleanliness, preservation of
good order and operation or use of the Building or the Premises. All changes and
amendments to the rules and regulations of the Building will be sent by Landlord
to Tenant in writing and shall thereafter be carried out and observed by Tenant;
provided that Tenant shall not be required to comply with any newly adopted rule
which would result in inconvenience or expense to Tenant and Tenant acted in
reliance in spending fulds or otherwise changing its position on a prior rule.

         3.4 WARRANTY OF POSSESSION. Landlord warrants that it has the right and
authority to execute this Lease, and Tenant, upon payment of the required rents
and subject to the terms, conditions, covenants and agreements contained in this
Lease, shall have possession of the Premises during the full term of this Lease
as well as any extension or renewal thereof. Landlord shall not be responsible
for the acts or omissions of any other lessee or third party that may interfere
with Tenant's use and enjoyment of the Premises.

         3.5 RIGHT OF ACCESS. Landlord or its authorized agents shall at any and
all reasonable times have the right to enter the, upon reasonable prior notice
to Tenant, to inspect the same, to show the Premises to prospective purchasers
or lessees, and to alter, improve or repair the Premises or any other portion of
the Building. Tenant hereby waives any claim for damages for injury or
inconvenience to or interference with Tenant's business, any loss of occupancy
or use of the Premises, and any other loss occasioned thereby. Landlord shall at
all times have and retain a key with which to unlock all of the doors in, upon
and about the Premises. Tenant shall not change Landlord's lock system or in any
other manner prohibit Landlord from entering the Premises. Landlord shall have
the right to use any and all means which Landlord may deem proper to open any
door in an emergency without liability therefor. Tenant shall permit Landlord to
erect, use, maintain and repair pipes, cables, conduits, plumbing, vents and
wires in, to and through the Premises as often and to the extent that Landlord
may now or hereafter deem to be necessary or appropriate for the proper use,
operation and maintenance of the Building.

         3.6 ACCEPTANCE. The commencement by Tenant of business in the Premises
with occupancy of all or substantially all of the Premises shall constitute an
acknowledgment that the Premises are in the condition called for in this Lease
and that Landlord has performed all of Landlord's work.


                                   ARTICLE 4.
                              UTILITIES AND SERVICE

         4.1 BUILDING SERVICES. Tenant shall pay when due, all charges for
utilities furnished to or for the use or benefit of Tenant or the Premises.
Tenant shall have no claim for rebate of rent on account of any interruption in
service unless due to the intentional or negligent conduct of the Landlord.

         4.2 THEFT OR BURGLARY. Landlord shall not be liable to Tenant for
losses to Tenant's property or personal injury caused by criminal acts or entry
by unauthorized persons into the Premises or the Building.


                                   ARTICLE 5.
                             REPAIRS AND MAINTENANCE

         5.1 LANDLORD REPAIR. Landlord shall not be required to make any
improvements, replacements or repairs of any kind or character to the Premises
or the Building during the term of this Lease except as are set forth in this
Section. Landlord shall maintain only the roof, foundation, parking and common
areas, the structural soundness of the exterior walls, doors, corridors, and
other structures serving the Premises, provided, that Landlord's cost of
maintaining, replacing and repairing the items set forth in this Section are
operating expenses subject to the additional rent provisions in Section 2.2 and
2.3. Landlord shall not be liable to Tenant, except as expressly provided in
this Lease, for any damage or inconvenience, and Tenant shall not be entitled to
any abatement or reduction of rent by reason of any repairs, alterations or
additions made by Landlord under this Lease.

         5.2 TENANT REPAIRS. Tenant shall, at all times throughout the term of
this Lease, including renewals and extensions, and at its sole expense, keep and
maintain the Premises in a clean, safe, sanitary and first class condition and
in compliance with all applicable laws, codes, ordinances, rules and
regulations. Tenant's obligations hereunder shall include, but not be limited
to, the maintenance, repair and replacement, if necessary, of all heating,
ventilation, air conditioning, lighting and plumbing fixtures and equipment,
fixtures, motors and machinery, all interior walls, partitions, doors and
windows, including the regular painting thereof, all exterior entrances,
windows, doors and docks and the replacement of all broken glass. den used in
this provision, the term "repairs" shall include replacements or renewals when
necessary, and all such repairs made by the Tenant shall be equal in quality and
class to the original work. The Tenant shall keep and maintain all portions of
the Premises and the sidewalk and areas adjoining the same in a clean and
orderly condition, free of accumulation of dirt, rubbish, snow and ice. If
Tenant fails, refuses or neglects to maintain or repair the Premises as required
in this Lease after notice shall have been given Tenant, in accordance with this
Lease, Landlord may make such repairs without liability to Tenant for any loss
or damage that may accrue to Tenant's merchandise, fixtures or other property or
to Tenant's business by reason thereof, and upon completion thereof, Tenant
shall pay to Landlord all costs plus fifteen percent (15%) for overhead incurred
by Landlord in making such repairs upon presentation to Tenant of bill therefor.

         5.3 TENANT DAMAGES. Tenant shall not allow any damage to be committed
on any portion of the Premises or Building or common areas by its employees or
agents, and at the termination of this Lease, by lapse of time or otherwise,
Tenant shall deliver the Premises to Landlord in as good condition as existed at
the Commencement Date of this Lease, ordinary wear and tear excepted. The cost
and expense of any repairs as delineated in paragraph 5.2 which are necessary to
restore the condition of the Premises shall be borne by Tenant.


                                   ARTICLE 6.
                          ALTERATIONS AND IMPROVEMENTS

         6.1 LANDLORD IMPROVEMENTS. If construction to the Premises is to be
performed by Landlord prior to or during Tenant's occupancy, Landlord will
complete the construction of the improvements to the Premises in accordance with
plans and specifications agreed to by Landlord and Tenant, which plans and
specifications are made a part of this Lease by reference. Within seven (7) days
of receipt of plans and specifications, Tenant shall execute a copy of the plans
and specifications and, if applicable, change orders setting forth the amount of
any costs to be borne by Tenant. In the event Tenant falls to execute the plans
and specifications and change order within the seven (7) day period, Landlord
may, at its sole option, declare this Lease cancelled or notify Tenant that the
base rent shall commence on the completion date even though the improvements to
be constructed by Landlord may not be complete. Any changes or modifications to
the approved plans and specifications shall be made and accepted by written
change order or agreement signed by Landlord and Tenant and shall constitute an
amendment to this Lease.

         6.2 TENANT IMPROVEMENTS. Tenant shall not make or allow to be made any
alterations or physical additions in or to the Premises without first obtaining
the written consent of Landlord, which consent shall not be unreasonably denied.
Any alterations, physical additions or improvements to the Premises made by
Tenant shall at once become the property of Landlord and shall be surrendered to
Landlord upon the termination of this Lease; provided, however, Landlord, at its
option, may require Tenant to remove any physical additions and/or repair any
alterations in order to restore the Premises to the condition existing at the
time Tenant took possession, all costs of removal and/or alterations to be borne
by Tenant. This clause shall not apply to moveable equipment or furniture owned
by Tenant, which may be removed by Tenant at the end of the term of this Lease
if Tenant is not then in default and if such equipment and furniture are not
then subject to any other rights, liens and interests of Landlord.


                                   ARTICLE 7.
                             CASUALTY AND INSURANCE

         7.1 SUBSTANTIAL DESTRUCTION. If all or a substantial portion of the
Premises or the Building should be totally destroyed by fire or other casualty,
or if the Premises or the Building should be damaged so that rebuilding cannot
reasonably be completed within one hundred eighty (180) working days after the
date of written notification by Tenant to Landlord of the destruction, or if
insurance proceeds are not made available to Landlord, or are inadequate, for
restoration, this Lease shall terminate at the option of Landlord by written
notice to Tenant within sixty (60) days following the occurrence, and the rent
shall be abated from the date of destruction for the unexpired portion of the
Lease. If Landlord does not elect to terminate the Lease, then Landlord shall
forthwith begin repairs and all rent shall be abated from the date of
destruction until the date of completion of repairs; and if such repairs are not
completed within 180 days from the date of commencement thereof, Tenant at its
option may declair the Lease terminated effective as of the date of notice, and
Tenant shall such be relieved and discharged of all rent and other obligations
under the Lease and shall obtain a refund of the Security Deposit as provided in
Paragraph 2.6 hereof.

         7.2 PARTIAL DESTRUCTION. If the Premises should be partially damaged by
fire or other casualty, and rebuilding or repairs can reasonably be completed
within one hundred eighty (180) working days from the date of written
notification by Tenant to Landlord of the destruction, and insurance proceeds
are adequate and available to Landlord for restoration, this Lease shall not
terminate, and Landlord shall at its sole risk and expense proceed with
reasonable diligence to rebuild or repair the Building or other improvements to
substantially the same condition in which they existed prior to the damage. If
the Premises are to be rebuilt or repaired and are untenantable in whole or in
part following the damage, and the damage or destruction was not caused or
contributed to by act or negligence of Tenant, its agents, employees, invitees
or those for whom Tenant is responsible, the rent payable under this Lease
during the period for which the Premises are untenantable shall be adjusted to
such an extent as may be fair and reasonable under the circumstances. In the
event that Landlord fails to complete the necessary repairs or rebuilding within
one hundred eighty (180) working days from the date of written notification by
Tenant to Landlord of the destruction, Tenant may at its option terminate this
Lease by delivering written notice of termination to Landlord, whereupon all
rights and obligations under this Lease shall cease to exist.

         7.3 PROPERTY INSURANCE. Landlord shall not be obligated in any way or
manner to insure any personal property (including, but not limited to, any
furniture, machinery, goods or supplies) of Tenant upon or within the Premises,
any fixtures installed or paid for by Tenant upon or within the Premises, or any
improvements which Tenant may construct on the Premises. Tenant shall maintain
property insurance on its personal property and shall also maintain plate glass
insurance. Tenant shall have no right in or claim to the proceeds of any policy
of insurance maintained by Landlord even if the cost of such insurance is borne
by Tenant as set forth in Article 2.

         7.4 WAIVER OF SUBROGATION. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant hereby waive and release each other of and
from any and all right of recovery, claim, action or cause of action, against
each other, their agents, officers and employees, for any loss or damage that
may occur to the Premises, the improvements of the Building or personal property
within the Building, by reason of fire or the elements, regardless of cause or
origin, including negligence of Landlord or Tenant and their agents, officers
and employees. Landlord and Tenant agree immediately to give their respective
insurance companies which have issued policies of insurance covering all risk of
direct physical loss, written notice of the terms of the mutual waivers
contained in this Section.

         7.5 HOLD HARMLESS. Landlord shall not be liable to Tenant's employees,
agents, invitees, licensees or visitors, or to any other person, for an injury
to person or damage to property on or about the Premises caused by any act or
omission of Tenant, its agents, servants or employees, or of any other person
entering upon the Premises under express or implied invitation by Tenant, or
caused by the improvements located on the Premises becoming out of repair, the
failure or cessation of any service provided by Landlord (including security
service and devices), or caused by leakage of gas, oil, water or steam or by
electricity emanating from the Premises. Tenant agrees to indemnify and hold
harmless Landlord of and from any loss, attorney's fees, expenses or claims
arising out of any such damage or injury.

         7.6 PUBLIC LIABILITY INSURANCE. Tenant shall during the term hereof
keep in full force and effect at its expense a policy or policies of public
liability insurance with respect to the Premises and the business of Tenant, on
terms and with companies approved in writing by Landlord, in which both Tenant
and Landlord shall be covered by being named as insured parties under reasonable
limits of liability not less than $1,000,000, or such greater coverage as
Landlord may reasonably require, combined single limit coverage for injury or
death. Such policy or policies shall provide that thirty (30) days' written
notice must be given to Landlord prior to cancellation thereof. Tenant shall
furnish evidence satisfactory to Landlord at the time this Lease is executed
that such coverage is in full force and effect.


                                   ARTICLE 8.
                                  CONDEMNATION

         8.1 SUBSTANTIAL TAKING. If all or a substantial part of the Premises
are taken for any public or quasi-pubic use under any governmental law,
ordinance or regulation, or by right of eminent domain or by purchase in lieu
thereof, and the taking would prevent or materially interfere with the use of
the Premises for the purpose for which it is then being used, this Lease shall
terminate and the rent shall be abated during the unexpired portion of this
Lease effective on the date physical possession is taken by the condemning
authority. Tenant shall have no claim to the condemnation award or proceeds in
lieu thereof, except that Tenant shall be entitled to a separate award for the
cost of removing and moving its personal property.

         8.2 PARTIAL TAKING. If a portion of the Premises shall be taken for any
public or quasi-public use under any governmental law, ordinance or regulation,
or by right of eminent domain or by purchase in lieu thereof, and this Lease is
not terminated as provided in Section 8.1 above, the rent payable under this
Lease during the unexpired portion of the term shall be adjusted to such an
extent as may be fair and reasonable under the circumstances. Tenant shall have
no claim to the condemnation award or proceeds in lieu thereof, except that
Tenant shall be entitled to a separate award for the cost of removing and moving
its personal property.


                                   ARTICLE 9.
                             ASSIGNMENT OR SUBLEASE

         9.1 LANDLORD ASSIGNMENT. Landlord shall have the right to sell,
transfer or assign, in whole or in part, its rights and obligations under this
Lease and in the Building. Any such sale, transfer or assignment shall operate
to release Landlord from any and all liabilities under this Lease arising after
the date of such sale, assignment or transfer.

         9.2 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part,
this Lease, or allow it to be assigned, in whole or in part, by operation of law
or otherwise (including without limitation by merger, or dissolution, which
merger or dissolution shall be deemed an assignment) or mortgage or pledge the
same, or sublet the Premises, in whole or in part, without the prior written
consent of Landlord, and in no event shall say such assignment or sublease ever
release Tenant or any guarantor from any obligation or liability hereunder. No
assignee or sublessee of the Premises or any portion thereof may assign or
sublet the Premises or any portion thereof.

         9.3 CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or sublet all
or any part of the Premises, it shall so notify Landlord at least fifteen (15)
days in advance of the date on which Tenant desires to make such assignment or
sublease. Tenant shall provide Landlord with a copy of the proposed assignment
or sublease and such information as Landlord might request concerning the
proposed sublessee or assignee to allow Landlord to make informed judgments as
to the financial condition, reputation, operations and general desirability of
the proposed sublessee or assignee. Within five (5) days after Landlord's
receipt of Tenant's proposed assignment or sublease and all required information
concerning the proposed sublessee or assignee, Landlord shall have the following
options: (1) consent to the proposed assignment or sublease, and, if the rent
due and payable by any assignee or sublessee under any such permitted assignment
or sublease (or a combination of the rent payable under such assignment or
sublease plus any bonus or any other consideration or any payment incident
thereto) exceeds the rent payable under this Lease for such space, Tenant shall
pay to Landlord all such excess rent and other excess consideration within ten
(10) days following receipt thereof by Tenant; or (2) refuse, in its sole and
absolute discretion and judgment, to consent to the proposed assignment or
sublease, which refusal shall be deemed to have been exercised unless Landlord
gives Tenant written notice providing otherwise. Upon the occurrence of an event
of default, if all or any part of the Premises are then assigned or sublet,
Landlord, in addition to any other remedies provided by this Lease or provided
by law, may, at its option, collect directly from the assignee or sublessee all
rents becoming due to Tenant by reason of the assignment or sublease, and
Landlord shall have a security interest in all properties on the Premises to
secure payment of such sums. Any collection directly by Landlord from the
assignee or sublessee shall not be construed to constitute a novation or a
release of Tenant or any guarantor from the further performance of its
obligations under this Lease.

         9.4 RIGHTS OF MORTGAGE. Tenant accepts this Lease subject and
subordinate to any recorded mortgage presently existing or hereafter created
upon the Building and to all existing recorded restrictions, covenants,
easements and agreements with respect to the Building. Landlord is hereby
irrevocably vested with full power and authority to subordinate Tenant's
interest under this Lease to any first mortgage lien hereafter placed on the
Premises, and Tenant agrees upon demand to execute additional instruments
subordinating this Lease as Landlord may require. If the interests of Landlord
under this Lease shall be transferred by reason of foreclosure or other
proceedings for enforcement of any first mortgage or deed of trust on the
Premises, Tenant shall be bound to the transferee (sometimes called the
"Purchaser") at the option of the Purchaser, under the terms, covenants and
conditions of this Lease for the balance of the term remaining, including any
extensions or renewals, with the same force and effect as if the Purchaser were
Landlord under this Lease, and, if requested by the Purchaser, Tenant agrees to
attorn to the Purchaser, including the first mortgagee under any such mortgage
if it be the Purchaser, as its Landlord. Notwithstanding the foregoing, Tenant
shall not be disturbed in its possession of the Premises so long as Tenant is
not in default hereunder.

         9.5 TENANT'S STATEMENTS. Tenant agrees to furnish, from time to time,
within ten (10) days after receipt of a request from Landlord or Landlord's
mortgagee, a statement certifying, if applicable, the following: Tenant is in
possession of the Premises; the Premises are acceptable; the Lease is in full
force and effect; the Lease is unmodified; Tenant claims no present charge,
lien, or claim of offset against rent; the rent is paid for the current month,
but is not prepaid for more than one month and will not be prepaid for more than
one month in advance; there is no existing default by reason of some act or
omission by Landlord; and such other matters as may be reasonably required by
Landlord or Landlord's mortgagee. Tenant's failure to deliver such statement, in
addition to being a default under this Lease, shall be deemed to establish
conclusively that this Lease is in full force and effect except as declared by
Landlord, that Landlord is not in default of any of its obligations under this
Lease, and that Landlord has not received more than one month's rent in advance.
Tenant agrees to furnish, from time to time, within ten (10) days after receipt
of a request from Landlord, a current financial statement of Tenant, certified
as true and correct by Tenant.


                                   ARTICLE 10.
                     LANDLORD'S LIENS AND SECURITY AGREEMENT

                             (INTENTIONALLY DELETED)


                                   ARTICLE 11.
                              DEFAULT AND REMEDIES

         11.1 DEFAULT BY TENANT. The following shall be deemed to be events of
default ("Default") by Tenant under this Lease: (1) Tenant shall fail to pay
when due any installment of rent or any other payment required pursuant to this
Lease; (2) Tenant shall abandon any substantial portion of the Premises; (3)
Tenant shall fail to comply with any term, provision or covenant of this Lease,
other than the payment of rent, and the failure is not cured within ten (10)
days after written notice to Tenant; (4) Tenant shall file a petition or if an
involuntary petition is filed against Tenant, or becomes insolvent, under any
applicable federal or state bankruptcy or insolvency law or admit that it cannot
meet its financial obligations as they become due; or a receiver or trustee
shall be appointed for all or substantially all of the assets of Tenant; or
Tenant shall make a transfer in fraud of creditors or shall make an assignment
for the benefit of creditors; or (5) Tenant shall do or permit to be done any
act which results in a lien being filed against the Premises or the Building
and/or project of which the Premises are a part.

         In the event that an order for relief is entered in any case under
Title 11, U.S.C. (the "Bankruptcy Code") in which Tenant is the debtor and: (A)
Tenant as debtor-in-possession, or any trustee who may be appointed in the case
(the "Trustee") seeks to assume the Lease, then Tenant, or Trustee if
applicable, in addition to providing adequate assurance described in applicable
provisions of the Bankruptcy Code, shall provide adequate assurance to Landlord
of Tenant's future performance under the Lease by depositing with Landlord a sum
equal to the lesser of twenty-five percent (25%) of the rental and other charges
due for the balance of the Lease term of six (6) months' rent ("Security"), to
be held (without any allowance for interest thereon) to secure Tenant's
obligations under the Lease, and (B) Tenant, or Trustee if applicable, seeks to
assign the Lease after assumption of the same, then Tenant, in addition to
providing adequate assurance described in applicable provisions of the
Bankruptcy Code, shall provide adequate assurance to Landlord of the proposed
assignee's future performance under the Lease by depositing with Landlord a sum
equal to the Security to be held (without any allowance or interest thereon) to
secure performance under the Lease. Nothing contained herein expresses or
implies, or shall be construed to express or imply, that Landlord is consenting
to assumption and/or assignment of the Lease by Tenant, and Landlord expressly
reserves all of its rights to object to any assumption and/or assignment of the
Lease. Neither Tenant nor any Trustee shall conduct or permit the conduct of any
"fire", "bankruptcy", "going out of business" or auction sale in or from the
Premises.

         11.2 REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of a Default as
defined above Landlord may elect either (i) to cancel and terminate this Lease
and this Lease shall not be treated as an asset of Tenant's bankruptcy estate,
or (ii) to terminate Tenant's right to possession only without cancelling and
terminating Tenant's continued liability under this Lease. Notwithstanding the
fact that initially Landlord elects under (ii) to terminate Tenant's right to
possession only, Landlord shall have the continuing right to cancel and
terminate this Lease by giving three (3) days' written notice to Tenant of such
further election, and shall have the right to pursue any remedy at law or in
equity that may be available to Landlord.

         In the event of election under (ii) to terminate Tenant's right to
possession only, Landlord may, at Landlord's option, enter into the Premises and
take and hold possession thereof, without such entry into possession terminating
this Lease or releasing Tenant in whole or in part from Tenant's obligation to
pay all amounts hereunder for the full stated term. Upon such reentry, Landlord
may remove all persons and property from the Premises and such property may be
removed and stored in a public warehouse or elsewhere at the cost of and for the
account of Tenant, without becoming liable for any loss or damage which may be
occasioned thereby. Such reentry shall be conducted in the following manner:
without resort to judicial process or notice of any kind if Tenant has abandoned
or voluntarily surrendered possession of the Premises; and, otherwise, by resort
to judicial process. Upon and after entry into possession without termination of
the Lease, Landlord may, but is not obligated to, relet the Premises, or any
part thereof, to any one other than the Tenant, for such time and upon such
terms as Landlord, in Landlord's sole discretion, shall determine. Landlord may
make alterations and repairs to the Premises to the extent deemed by Landlord
necessary or desirable.

         Upon such reentry, Tenant shall be liable to Landlord as follows:

         A For all attorneys' fees incurred by Landlord in connection with
exercising any remedy hereunder;

         B. For the unpaid installments of base rent, additional rent or other
unpaid sums which were due prior to such reentry, including interest and late
payment fees, which sums shall be payable immediately.

         C. For the installments of base rent, additional rent, and other sums
falling due pursuant to the provisions of this Lease for the period after
reentry during which the Premises are not re-leased, as provided in E, below
including late payment charges and interest, which sums shall be payable as they
become due hereunder.

         D. For all expenses incurred in releasing the Premises, including
leasing commissions, attorneys fees, and costs of alteration and repairs, which
shall be payable by Tenant as they are incurred by Landlord; and

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

         Notwithstanding Landlord's election to terminate Tenant's right to
possession only, and notwithstanding any reletting without termination,
Landlord, at any time thereafter, may elect to terminate this Lease, and to
recover (in lieu of the amounts which would thereafter be payable pursuant to
the foregoing, but not in diminution of the amounts payable as provided above
before termination), as damages for loss of bargain and not as a penalty, an
aggregate sum equal to the amount by which the rental value of the portion of
the term unexpired at the time of such election is less than an amount equal to
the unpaid base rent, percentage rent, and additional rent and all other charges
which would have been payable by Tenant for the unexpired portion of the term of
this Lease. Such deficiency and all expenses incident thereto, including
commissions, attorneys' fees, expenses of alterations and repairs, shall be due
to Landlord as of the time Landlord exercises said election, notwithstanding
that the term has not expired. If Landlord, after such reentry, leases the
Premises, then the rent payable under such new lease shall be conclusive
evidence of the rental value of the unexpired portion of the term of this Lease.

         If this Lease shall be terminated by reason of the bankruptcy or
insolvency of Tenant, Landlord shall be entitled to recover from Tenant or
Tenant's estate, as liquidated damages for loss of bargain and not as a penalty,
the amount determined by the immediately preceding paragraph.

         11.3 LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT. If Tenant shall
be in Default under this Lease, Landlord may cure the Default at any time for
the account and at the expense of Tenant. If Landlord cures a Default on the
part of Tenant, Tenant shall reimburse Landlord upon demand for any amount
expended by Landlord in connection with the cure, including, without limitation,
attorney's fees and interest.

         11.4 INTEREST AND ATTORNEY'S FEES. In the event of a Default by Tenant:
(1) if a monetary default, interest shall accrue on any sum due and unpaid at
the rate of the lesser of eighteen percent (18%) per annum or the highest rate
permitted by law and, if Landlord places in the hands of an attorney the
enforcement of all or any part of this Lease, the collection of any rent due or
to become due or recovery of the possession of the Premises, Tenant agrees to
pay Landlord's costs of collection, including reasonable attorney's fees for the
services of the attorney, whether suit is actually filed or not.

         11.5 ADDITIONAL REMEDIES, WAIVERS, ETC.

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

         B. A single or partial exercise of a right or remedy shall not preclude
a further exercise thereof, or the exercise of another right or remedy from time
to time.

         C. No delay or omission by Landlord in exercising a right or remedy
shall exhaust or impair the same or constitute a waiver of, or acquiesce to, a
Default.

         D. No waiver of a Default shall extend to or affect any other Default
or impair any right or remedy with respect thereto.

         E. No action or inaction by Landlord shall constitute a waiver of a
Default.

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


                                   ARTICLE 12.
                                   RELOCATION

                             (INTENTIONALLY DELETED)


                                   ARTICLE 13.
                     AMENDMENT AND LIMITATION OF WARRANTIES

         13.1 ENTIRE AGREEMENT. IT IS EXPRESSLY AGREED BY TENANT, AS A MATERIAL
CONSIDERATION FOR THE EXECUTION OF THIS LEASE, THAT THIS LEASE, WITH THE
SPECIFIC REFERENCES TO WRITTEN EXTRINSIC DOCUMENTS, IS THE ENTIRE AGREEMENT OF
THE PARTIES: THAT THERE ARE, AND WERE, NO VERBAL REPRESENTATIONS, WARRANTIES,
UNDERSTANDINGS, STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO THIS LEASE OR
TO THE EXPRESSLY MENTIONED WRITTEN EXTRINSIC DOCUMENTS NOT INCORPORATED IN
WRITING IN THIS LEASE.

         13.2 AMENDMENT. THIS LEASE MAY NOT BE ALTERED, WAIVED, AMENDED OR
EXTENDED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.

         13.3 LIMITATION OF WARRANTIES. LANDLORD AND TENANT EXPRESSLY AGREE THAT
THERE ARE AND SHALL BE NO IMPLIED WARRANTIES OR MERCHANTABILITY, HABITABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR OF ANY OTHER KIND ARISING OUT OF THIS LEASE,
AND THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THOSE EXPRESSLY SET FORTH IN
THIS LEASE.


                                   ARTICLE 14.
                                  MISCELLANEOUS

         14.1 ACT OF GOD. Landlord shall not be required to perform any covenant
or obligation in this Lease, or be liable in damages to Tenant, so long as the
performance or non-performance of the covenant or obligation is delayed, caused
or prevented by an act of God, force majeure or by Tenant.

         14.2 SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and inure
to the benefit of Landlord and Tenant and their respective heirs, personal
representatives, successors and assigns. It is hereby covenanted and agreed that
should Landlord's interest in the Premises cease to exist for any reason during
the term of this Lease, then notwithstanding the happening of such event this
Lease nevertheless shall remain unimpaired and in full force and effect, and
Tenant hereunder agrees to attorn to the then owner of the Premises.

         14.3 RENT TAX. If applicable in the jurisdiction where the Premises are
issued, Tenant shall pay and be liable for all rental, sales and use taxes or
other similar taxes, if any, levied or imposed by any city, state, county or
other governmental body having authority, such payments to be in addition to all
other payments required to be paid to Landlord under the terms of this Lease.
Any such payment shall be paid concurrently with the payment of the rent,
additional rent, operating expenses or other charge upon which the tax is based
as set forth above.

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

         14.5 NOTICE. All rent and other payments required to be made by Tenant
shall be payable to Landlord at the address set forth in Section 1.5. All
payments required to be made by Landlord to Tenant shall be payable to Tenant at
the address set forth in Section 1.5, or at any other address within the United
States as Tenant may specify from time to time by written notice. Any notice or
document required or permitted to be delivered by the terms of this Lease shall
be deemed to be delivered (whether or not actually received) when deposited in
the United States Mail, postage prepaid, certified mail, return receipt
requested, addressed to the parties at the respective addresses set forth in
Section 1.5.

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

         14.7 CORPORATE AUTHORITY. If Tenant executes this Lease as a
corporation, each of the persons executing this Lease on behalf of Tenant does
hereby personally represent and warrant that Tenant is a duly authorized and
existing corporation, that Tenant is qualified to do business in the state in
which the Premises are located, that the corporation has full right and
authority to enter into this Lease, and that each person signing on behalf of
the corporation Is authorized to do so. In the event any representation or
warranty is false, all persons who execute this Lease shall be liable,
individually, as Tenant.

         14.8 HAZARDOUS SUBSTANCES. Tenant shall not bring or permit to remain
on the Premises or the Building any asbestos, petroleum or petroleum products,
explosives, toxic materials, or substances defined as hazardous wastes,
hazardous materials, or hazardous substances under any federal, state, or local
law or regulation ("Hazardous Materials"). Tenant's violation of the foregoing
prohibition shall constitute a material breach and default hereunder and Tenant
shall indemnify, hold harmless and defend Landlord from and against any claims,
damages, penalties, liabilities, and costs (including reasonable attorney fees
and court costs) caused by or arising out of (i) a violation of the foregoing
prohibition or (ii) the presence or any release of any Hazardous Materials on,
under, or about the Premises or the Building during the term of the Lease.
Tenant shall clean up, remove, remediate and repair any soil or ground water
contamination and damage caused by the presence and any release of any Hazardous
Materials in, on, under, or about the Premises or the Building during the term
of the Lease in conformance with the requirements of applicable law. Tenant
shall immediately give Landlord written notice of any suspected breach of this
paragraph; upon learning of the presence of any release of any Hazardous
Materials, and upon receiving any notices from governmental agencies pertaining
to Hazardous Materials which may affect the Premises or the Building. The
obligations of Tenant hereunder shall survive the expiration or earlier
termination, for any reason, of this Lease.

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

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

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

         14.12 NOTIFICATION TO TENANT. Landlord hereby notifies Tenant that the
person authorized to execute this Lease and manage the Premises is Hoyt
Properties, Inc. which has been appointed to act as the agent in leasing
management and operation of the Building for owner and is authorized to accept
service of process and receive or give receipts for notices and demands on
behalf of Landlord. Landlord reserves the right to change the identity and
status of its duly authorized agent upon written notice to Tenant.

         14.13 EXHIBITS. Reference is made to the following Exhibits which are
attached hereto and made a part hereof:

          Exhibit A           Plan of Demised Premises
          Exhibit A-1         Plan of Expansion Premises
          Exhibit B           Legal Description
          Exhibit C           Standard Tenant Finish Specifications
          Exhibit D           Schedule of Additional Leasehold Improvements
          Exhibit E           Sign Restrictions
          Exhibit F           Rules and Regulations



                                   ARTICLE 15.
                                   SIGNATURES






         SIGNED effective the day and year first above written:

        LANDLORD                                     TENANT

   HOYT PROPERTIES, INC.                         XATA CORPORATION

By:   /s/ Steven B. Hoyt                     By:   /s/  Dennis R. Johnson

Its:  President                              Its:  President & CEO

Date: 12-27-96                               Date: 





                                   EXHIBIT "B"
                                LEGAL DESCRIPTION

Lot 2, Block 1, Nicollet Business Campus East Second Addition, according to the
recorded plat thereof, Dakota County, Minnesota.



                                   EXHIBIT "D"
                  SCHEDULE OF ADDITIONAL LEASEHOLD IMPROVEMENTS


This Lease and the rent charged are predicated upon a total leasehold
improvement allowance as detailed on exhibit C of $361,269.000. Any additional
costs for leasehold improvements approved by Landlord shall either be paid for
in cash by the Tenant or fully amortized over the Lease term at an interest rate
of 10% per annum as additional Base Rent at Tenant's option.

The Additional Leasehold Improvements are as follows:

None are listed but may occur upon finalization of space plan.






                                    EXHIBIT A

                            PLAN OF DEMISED PREMISES


The Exhibit is a much reduced copy of an architect's drawing showing the top
view outline of the mostly rectangular shaped building labeled "Proposed
Building", the parking lot with parking stalls indicated on the North side of
the building, and the road on the North side of the parking lot labeled "County
Road No.32 (Cliff Road)". At the North-East corner of the parking lot is a
driveway titled "Proposed Drive".

At the right side of the Exhibit is a rectangular shaped box with section
headings "Project Data", "Legal Description", and "Vicinity Map". All the rest
of the written material on the Exhibit, including the material in the
rectangular shaped box, has been reduced by the copying process to be
unintelligible blotches.



                                  EXHIBIT "A-1"

                           PLAN OF EXPANSION PREMISES


The Exhibit is a much reduced copy of an architect's drawing showing the top
view of the building, with the approximately 10 bays and various sub-bays
indicated by lines running at right angles across the building. The building
outline is generally rectangular with the short end of the building angled in
toward the back, thereby providing some non-rectangular shapes to some of the
sub-bays. The bay being approximately the fifth bay from the left is marked with
a cross-hatch design. All the written material on the Exhibit has been reduced
by the copying process to be unintelligible blotches.




                                   EXHIBIT "C"


I. BUILDING STANDARD TENANT LEASE FINISH

DEMISING PARTITION OFFICE, WAREHOUSE SEPARATION WALL AND TOILET WALL PARTITION:
Shall be 5/8" fire rated gypsum wallboard on 3 5/8" metal studs to underside of
deck with sound attenuation in stud cavity. Gypsum wallboard interior face to
office and toilet rooms shall be taped, bedded and sanded to accept scheduled
wall finish.

INTERIOR PARTITIONS: Shall be 5/8" fire rated gypsum wallboard on 3 5/8" metal
studs to the underside of suspended ceiling grid at 9'0" above finished floor.
One Lineal foot of wall will be provided per 12 square feet of office area.
Gypsum wallboard is taped, bedded and sanded to accept scheduled wall finish.
Gypsum wallboard applications to the inside face of the exterior wall, in office
areas only, shall extend to 10'0" above finish floor, applied to metal furring
strips and be taped, bedded and sanded to accept scheduled wall finish.

FLOOR COVERING: Shall be selected from either 30-32 oz. cut pile nylon or 22-26
oz. level loop nylon in building standard colors in office areas. Carpet shall
be directly glued down on concrete floor slab. Carpet base shall be 4" carpet
base in building standard color. Warehouse area concrete floor slabs shall be
sealed.

CEILING HEIGHTS/CEILING SUSPENSION SYSTEM AND ACOUSTICAL CEILING TILE: Shall be
24" x 48" lay-in panel in 15/16" exposed white suspended steel grid at 9'0"
clear height in office area. The warehouse ceiling is exposed structure,
unpainted, at clear height to bottom of bar joists.

WALL FINISHES: Vinyl wall fabrics area available for up to 20% of office wall
finish in Landlord's building standard colors and types. Two coats of scrubbable
flat latex will paint on office walls in building standard paint manufacturers'
colors, including up to 20% deep tone accent colors.

INTERIOR DOORS: Shall be 3'0" x 7'0" x 1 38" solid core red oak veneer doors
with light oak stain and dark anodized bronze frames with aluminum finish
hardware. Wood frame optional at additional cost. Sidelights are optional at
additional costs. One door, door frame and associated hardware will be provided
per 300 square feet of office space, including the main entrance.

RESTROOMS: Shall consist of two toilet room facilities including all plumbing
fixtures to code, exhaust fan and hot water heater. Walls will be painted gypsum
board with ceramic tile to 4'0" above finish floor on fixture wall only and
ceramic base throughout. Ceramic tile floor and base shall be provided in toilet
rooms and shared corridor space. Toilet accessories will include a toilet paper
holder, 2 x 3 and metal toilet partitions (when necessary). All toilet rooms
will be handicapped accessible.

MECHANICAL: Gas-fired roof top heating/air conditioning units for office area,
metered to each tenant with controls in tenant space. Sized for one (1) ton air
conditioning load for 450 square feet of office area. Warehouse space heating
shall be sized for the average of 40 BTU per square feet of office area.
Warehouse space heating shall be sized for the average of 40 BTU per square
foot, (assuming the presence of one (1) rolling overhead exterior door in
warehouse space).

PLUMBING: Toilet room fixtures shall consist of a white porcelain handicap
accessible floormount toilet, a white porcelain lavatory and electric hot water
heater sized to service restroom requirements. A handicap accessible drinking
fountain will be provided, recessed behind doors when necessary.

FIRE PROTECTION: Wet pipe sprinkler system and fire protection controls are
installed in building shell as per regulatory codes. One semi-recessed head per
225 square feet in the office area and one (1) head per 130 square feet in the
warehouse area will be provided. Head relocation, if required by tenant plan, is
done under tenant lease finish cost.

ELECTRICAL SERVICE: shall consist of 120/208 volt, 3-phase service, amp service
complete with distribution panel and circuit breakers for equipment provided
only.

ELECTRICAL RECEPTACLES: Shall be duplex receptacles providing one (1) receptacle
per 100 square feet of office space and one (1) duplex receptacle in warehouse
located at panel. One (1) light switch will be provided per 200 square feet of
office. Two (2) switches allowed per warehouse space. All receptacle and
switchplate covers shall be ivory color.

TELEPHONE: One (1) 4' x 4' plywood telephone board for mounting equipment by
others will be provided. One (1) telephone outlet will be provided per 200
square feet of office area, located to accommodate tenant's own telephone
installation. NO phone cable or equipment will be provided or installed by
Landlord. Any communication or computer cable must be fire rated for
installation in the air plenum ceiling.

LIGHT FIXTURES: Shall be 2' x 4' recessed fluorescent light fixtures with
acrylic prismatic lens, four (4) cool white lamps, one (1) fixture provided per
80 square feet of office. One (1) 8' strip fluorescent fixture per 250 square
feet of warehouse space will be provided.

II.  IMPROVEMENTS PROVIDED AT LESSEE'S EXPENSE

All improvements constructed to the Premises that are in addition to the tenant
improvements listed in Paragraph I of this Exhibit "C" shall be approved by
Lessor and the cost thereof shall be paid by Lessee.

III.  DESIGN OF TENANT IMPROVEMENTS

Lessee shall retain the services of Lessor's architect for the purposes of
office and warehouse layouts to prepare the necessary drawings including without
limitation, Basic Plans and Final Plans as described below (Lessee's Plans) for
construction of the Lessee Improvements. All Lessee's Plans shall be subject to
approval of Lessor.

The architect shall determine that the work shown on Lessee's plans is
compatible with the basic building plans and that necessary basic building
modifications are included in Lessee's Plans. Such modifications shall be
subject to Lessor's approval.

On or before the indicated dates, Lessor shall supply Lessee with one (1) black
line print of the following Lessee Plans.

A.  BASIC PLAN DELIVERY DATE:
1. The Basic Plans due on this date shall include architectural floor plans,
which shall be fully dimensioned floor plans showing the partition layout and
identifying each office with an office and door. The Basic Plans must clearly
identify and locate equipment requiring special plumbing or mechanical systems,
areas subject to above normal loads, special openings in the floor, and other
major or special features.

2. Electrical Outlets: Fully dimensioned plans locating telephone and electrical
receptacles, copier outlets and other items requiring electrical power. For
special conditions, power requirements and manufacturer's model number must be
included.

3. Reflected Ceiling Plan: Lighting layout must be provided showing locations of
all light fixtures.

B.  AFTER RECEIPT OF BASIC PLANS:
1. Lessor's architect shall produce full working drawings for construction from
the Basic Plan.

2. Lessor's engineers shall prepare plumbing, electrical, heating, air
conditioning and structural plans for Lessee's Improvements and shall deliver
same to Lessor for approval no later that four (4) weeks prior to the Occupancy
Date.

3. The preparation of working drawings by Lessor's architect and engineers on
the Building Standard Improvements listed in Paragraph I of the Exhibit "C"
shall be at the expense of Lessor. All other design and engineering services
necessary for the preparation of Basic Plans and Final Plans shall be at
Lessee's expense.

Lessee shall be responsible for delays and additional costs in completion of
Lessee's work caused by changes made to any of Lessee's Plans after the
specified Plan Delivery Dates, by inadequacies of plans and specifications, or
by delays in delivery of special materials requiring long lead times.

IV.  CONSTRUCTION OF TENANT IMPROVEMENTS

A.  AUTHORIZATION TO PROCEED:
Upon completion of Lessee's Final Plans and at the request of Lessee, Lessors
contractor shall provide to the Lessee and to Lessor the estimated cost of
Improvements Provided by Lessee's Expense pursuant to Paragraph II of this
Exhibit "C." Within seven (7) days of receipt of such estimates, Lessee shall
give Lessor written authorization to complete the Premises in accordance with
such Final Plans. Lessee may in such authorization delete any or all such items
of extra cost. In the absence of such written authorization, Lessor shall not be
obligated to commence work on the Premises and Lessee shall be responsible for
any costs due to any resulting delay in completion of the Premises.

B.  PAYMENTS:
Lessor's contractor shall complete the Lessee Improvements in accordance with
Lessee's approved Final Plans. Lessee shall promptly pay for Improvements
provided at Lessee's expense pursuant to Paragraph II of this Exhibit "C" upon
receipt of monthly progress statements from Lessor, as prepared by Lessor's
contractor, a sum equal to 100% of each monthly billing.

C.  FINAL PLANS MODIFICATIONS:
If Lessee shall request any change, Lessee shall request such change in writing
to Lessor and such request shall be accompanied by all plans and specifications
necessary to show and explain changes from the approved Final Plans. After
receiving this information, Lessor shall give Lessee a written estimate of the
maximum cost of engineering and design with such request. If Lessee approves
such estimate in writing, Lessor shall have such working drawings prepared and
Lessee shall promptly reimburse Lessor for the cost thereof not in excess of
such estimates. Promptly upon completion of such working drawings, Lessor shall
notify Lessee in writing of the cost, if any, which will be chargeable or
credited to Lessee for such change, addition or deletion. Lessee shall within
seven (7) days notify Lessor in writing to proceed with such change, addition or
deletion. In the absence of such notice, Lessor shall proceed in accordance with
the working drawings prepared pursuant tot he previously approved Final Plans.





                                   EXHIBIT "E"

                                SIGN RESTRICTIONS


The Exhibit is a reduced copy of an architect's drawing showing an artist's
rendering of a section of the outside building wall and the corner of a window.
Above the window is a sign made up of the letters "SIGN". An arrow to the sign
comes from a note that says "16" High Helvetica Channel Letters Illuminated". A
second note with an arrow to the area around the window says "Precast Concrete
Thoro Acrylic Finish". Four or five other notes on the Exhibit are not readable
because of the reduction and poor quality of the copy.





                                   EXHIBIT "F"

                         BUILDING RULES AND REGULATIONS


1.       Any sign, lettering, picture, notice or advertisement installed on or
         in any part of the Premises and visible from the exterior or interior
         common area of the Complex, or visible from the exterior of the
         Premises, shall be installed at Lessee's sole cost and expense, and in
         such manner, character and style as Lessor may approve in writing.
         Anything herein to the contrary not withstanding, approval as to signs
         shall be subject to Lessor's approval which may be withheld in Lessor's
         sole discretion. In the event of a violation of the foregoing by
         Lessee, Lessor may remove the same without any liability and may charge
         the expense incurred by such removal to Lessee.

2.       No awning or other projection shall be attached to the outside walls of
         the Complex. No curtains, blinds, shades or screens visible from the
         exterior Premises, shall be attached to or hung in, or used in
         connection with any such curtains, blinds, shades, screens or other
         fixtures must be of a quality, type, design and color, and attached in
         the manner approved by Lessor.

3.       Lessee, its employees, customers, invitees and guests shall not
         obstruct sidewalks, entrances, passages, corridors, vestibules, halls
         or stairways in and about the Complex which are used in common with
         other tenants and their employees, customers, guests and invitees, and
         which are not a part of the Premises o Lessee. Lessee shall not place
         objects against glass partitions or doors or windows which would be
         unsightly from the Complex corridors or from the exterior of the
         Complex and will promptly remove any such objects upon notice from
         Lessor.

4.       Lessee shall not make excessive noises, cause disturbances or
         vibrations or use or operate any electrical or mechanical devices that
         emit excessive sound or other waves or disturbances or create obnoxious
         odors, any of which may be offensive to the other tenants and operation
         of any device equipment, radio, television broadcasting or reception
         from or within the Complex aerials or similar devices inside or outside
         of the Premises or on the Complex.

5.       Lessee shall not waste electricity, water or air conditioning furnished
         by Lessor, if any, and shall cooperate fully with Lessor to ensure the
         most effective operation of the Complex's heating and air conditioning
         systems.

6.       Lessee assumes full responsibility for protecting its space from theft,
         robbery, and pilferage, which includes keeping doors locked and other
         means of entry to the Premises closed and secured after normal business
         hours.

7.       In no event shall Lessee bring into the Complex flammables, such as
         gasoline, kerosene, naphtha and benzine, or explosives or any other
         article of intrinsically dangerous nature. If, by reason of the failure
         of Lessee to comply with the provisions of this subparagraph, any
         insurance premium for all or any part of the Complex shall at any time
         be increased, Lessee shall make immediate payment of the whole of the
         increased insurance premium, without waiver of any of Lessor's other
         rights at law or in equity for Lessee's breach of this Lease.

8.       Lessee shall comply with all applicable federal, state and municipal
         laws, ordinances and regulations, and building rules and shall not
         directly of indirectly make any use of the Premises which may be
         prohibited by any of the foregoing or which may be dangerous to persons
         or property or may increase the cost of insurance or require additional
         insurance coverage.

9.       Lessor shall have the right to prohibit any advertising by Lessee which
         in Lessor's reasonable opinion tends to impair the reputation of the
         Complex or its desirability as a building complex for office/warehouse
         use, and upon written notice from Lessor, Lessee shall refrain from or
         discontinue such advertising.

10.      The Premises shall not be used for cooking (as opposed to heating of
         food), lodging, sleeping or for any immoral or illegal purpose.

11.      Lessee and Lessee's employees, agents, visitors and licensees shall
         observe faithfully and comply strictly with the foregoing Rules and
         Regulations and such other and further appropriate rules and
         regulations as Lessor or Lessor's agent may from time to time adopt.
         Reasonable notice of any additional rules and regulations shall be
         given in such manner as Lessor may reasonable elect.

12.      Unless expressly permitted by the Lessor, no additional locks or
         similar devices shall be attached to any door or window and no keys
         other than those provided by the lessor shall be made for any door. If
         more than two keys for one lock are desired by the Lessee, the Lessor
         may provide the same upon payment by the Lessee. Upon termination of
         this Lease or of the Lessee's possession, the Lessee shall surrender
         all keys of the Premises and shall explain to the Lessor all
         combination locks on safes, cabinets and vaults.

13.      Any carpeting cemented down shall be installed with a releasable
         adhesive. In the event of a violation of the foregoing by Lessee,
         Lessor may charge the expense incurred by such removal to Lessee.

14.      The restrooms, drinking fountains and other plumbing fixtures shall not
         be used for any purpose other than those for which they are
         constructed, and no sweepings, rubbish, rags, coffee grounds or other
         substances shall be thrown therein. All damages resulting from any
         misuse of the fixtures shall be borne by the Lessee who, or whose
         employees, agents, visitors or licensees have caused the same. No
         person shall waste water by interfering or tampering with the faucets
         or otherwise.

15.      No electric or other wires for any purpose shall be brought into leased
         Premises without Lessor's written permission specifying the manner in
         which same may be done. Lessee shall not overload any utilities serving
         the Premises.

16.      No dog or other animal shall be allowed in the Complex.

17.      All loading, unloading, receiving or delivery of goods, supplies or
         disposal of garbage or refuse shall be made only though entryways
         provided for such purposes. Lessee shall be responsible for any damage
         to the Complex or the property of its employees or others and injuries
         sustained by any person whomsoever resulting from the use or moving of
         such articles in or out of the Premises, and shall make all repairs and
         improvements required by Lessor or governmental authorities in
         connection with the use or moving of such articles.

18.      All safes, equipment or other heavy article shall be carried in or out
         of the Premises only in such manner as shall be prescribed in writing
         by Lessor, and Lessor shall in all cases have the right to specify the
         proper position of any such safe, equipment or other heavy article,
         which shall only be used by Lessee in a manner which will not interfere
         with or cause damage to the Premises or Complex in which they are
         located, or to the other tenants or occupants of said Complex. Lessee
         shall be responsible for any damage to the building or the property of
         its employees or others and injuries sustained by any person whomsoever
         resulting from the use or moving of such articles in or out of the
         Premises, and shall make all repairs and improvements required by
         Lessor or governmental authorities in connection with the use or moving
         of such articles.

19.      Canvassing, soliciting and peddling in or about the Complex is
         prohibited and each Lessee shall cooperate to prevent the same .

20.      Wherever in these Building Rules and Regulations the word "Lessee"
         occurs, it is understood and agreed that it shall mean Lessee's
         associates, employees, agents, clerks, invitees and visitors. Wherever
         the word "Lessor" occurs, it is understood and agreed that it shall
         mean Lessor's assignees, agents, clerks and visitors.

21.      Lessor shall have the right to enter the Premises at hours convenient
         to the Lessee for the purpose of exhibiting the same to prospective
         tenants within the one hundred twenty (120) day period prior to the
         expiration of this Lease, and may place signs advertising the leased
         Premises for rent on the exterior of said Premises at any time within
         said period.

22.      Lessee, its employees, customers, invitees and guests shall, when using
         the parking facilities in and around the Complex, observe and obey all
         signs regarding fire lanes and no parking zones, and when parking
         always park between the designated lines. Lessor reserves the right to
         tow away, at the expense of the owner, any vehicle which is improperly
         parked or parked in a no parking zone. All vehicles shall be parked at
         the sole risk of the owner, and Lessor assumes no responsibility for
         any damage to or loss of vehicles. No vehicles shall be parked
         overnight.

23.      In case of invasion, mob, riot, public excitement, or other commotion,
         Lessor reserves the right to prevent access to the Complex during the
         continuance of the same by closing the doors or otherwise, for the
         safety of the tenant or the protection of the Complex and the property
         therein. Lessor shall in no case be liable for damages for any error or
         other action taken with regard to the admission to or exclusion for the
         Complex of any person.

24.      All entrance doors to the Premises shall be locked when the Premises
         are not in use. All common corridor doors, if any, shall also be closed
         during times when the air conditioning equipment in the Complex is
         operating so as not to dissipate the effectiveness of the system or
         place an overload thereon.

25.      Lessee shall be responsible for all repair, maintenance and replacement
         of mechanical systems and devices directly associated with Lessee's
         Demised Premises, including, but no limited to, heating and air
         conditioning equipment, water heaters, exhaust fans, plumbing and
         electrical. Lessor must be advised of any such repair, etc. and must
         approve of any such repairs.

26.      Alterations to the Demised Premises by the Lessee of any nature shall
         require the written approval of the Lessor. Such approval shall be at
         the sole discretion of the Lessor. In the event of a violation of the
         foregoing by Lessee, Lessor may remove the same without any liability
         and may charge the expense incurred by such removal to Lessee.

27.      Lessor reserves the right at any time and from time to time to rescind,
         alter or waive, in whole or in part, any of these Rules and Regulations
         when it is deemed necessary, desirable, or proper, in Lessor's
         judgment, for its best interest or for the best interest of the tenants
         of the Complex.