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Exhibit 10.26 COMMERCIAL LEASE This
Commercial Lease, executed September  ____, 2003, by and between ROSEVILLE
PROPERTIES MANAGEMENT
 COMPANY,a Minnesota corporation, as the duly authorized agent
for COMMERS-KLODT PARTNERSHIP,a Minnesota partnership (Landlord) and
INTERNATIONAL TECHNIDYNE CORPORATION,a Delaware corporation (Tenant). DEFINITIONS: Building That certain Building on real property located in the City of
Roseville, County of Ramsey, State of Minnesota, and commonly addressed as
Roseville Business Commons II located at 2640 - 52 Patton Road, Roseville,
Minnesota 55113 (See Exhibit A). Demised Premises- That certain portion of the Building, consisting of
approximately 35,040 square feetas measured from the outside walls of the
Demised Premises to the center of the partition wall (see Exhibit B).The
Demised Premises includes a non-exclusive easement for access to Common Areas
as defined below, and all licenses and easements appurtenant to the Demised
Premises. Unless otherwise stated, Tenant shall accept the Demised Premises in
an as is condition. Common
Areas The term Common Area refers to all areas used non-exclusively
by Tenant and other Tenants in the Building, including, but not limited to,
corridors, lavatories, driveways, truck docks, parking lots and landscaped
areas. Common Areas are available to Tenant and its employees, agents,
customers, and invitees for reasonable use in common with other lessees, their
employees, agents, customers and invitees, subject to reasonable rules and
regulations set forth by Landlord. Property All that certain real estate legally described on Exhibit
A-l attached hereto and incorporated herein, on which the Building is
located. In consideration for the Base Rent, Additional Rent and any additional
compensation(s) outlined in this Lease, Landlord leases to Tenant the Demised
Premises under the following conditions: 1.0 TERM OF LEASE AND POSSESSION: Landlord gives and Tenant takes possession of Demised Premises for the term of
five (5) years, beginning on the earlier of (i) January 1, 2004, or (ii) the
date on which Tenant shall commence business operations at and from the Demised
Premises (the Commencement Date); provided, however, that the Commencement
Date shall in no event be earlier than ten (10) days after Landlord shall
provide to Tenant the Delivery Notice, as defined below, and ending on a date
five (5) years thereafter, unless terminated earlier as provided herein.
Landlord shall deliver possession of the Demised Premises to Tenant in the
condition required by this Lease on or before a date thirty (30) days after
satisfaction or waiver of the Tenant contingencies set forth in Section 39.0
hereof (the Scheduled Delivery Date). The Demised Premises shall be delivered
in substantially the same condition as that existing on the date of execution
of this Lease, reasonable wear and tear excepted with a current certificate of
occupancy in effect if required. Delivery of the Demised Premises shall occur at
such time as Landlord shall make the Demised Premises available to Tenant in
the condition required under this Lease. The rentals herein reserved shall
commence on the Commencement Date. Landlord shall have no responsibility or
liability for loss or damage to fixtures, facilities or equipment installed or
left on the Demised Premises. After the Commencement Date, the parties agree to
execute a memorandum confirming the Commencement Date and the Expiration Date.
Landlord shall deliver a written termination of the existing lease with
Diametrics Medical, Inc. effective as of the Commencement Date. In the event
that the Commencement




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Date has not occurred within ninety (90) days of the expiration of
the Tenant Contingencies as set forth in Section 39.0, Tenant may
terminate this Lease by giving written notice of its election to do
so to Landlord, which shall be effective ten (10) days after the
delivery of such notice, unless Landlord shall deliver the Demised
Premises during such 10-day period. 1.1 RENEWAL OPTIONS Tenant shall have the right to extend the Term of this Lease for
two (2) Renewal Terms of three (3) years each exercisable by
written notice given by Tenant not less than 180 days prior to
the end of the then current Term provided that no default on the
part of the Tenant, of which Tenant has received written notice
and allowed a cure period equal to the longer or the applicable
cure period provided for under this Lease or fifteen days, shall
exist at the time that such notice is given or at the
commencement of such renewal term. The Base Rent payable during
each Renewal Term shall be one hundred and five percent (105%)
of that payable during the preceding Term. 2.0 BASE RENT: Landlord is
due and Tenant shall pay Landlord, Base Rent as scheduled: Months 1 through 12
    
    $24,090.00 per monthMonths 13 through 24
    
    $24,692.00 per monthMonths 25 through 36
    
    $25,309.00 per monthMonths 37 through 48
    
    $25,941.00 per monthMonths 49 through 60
    
    $26,598.00 per monthFirst Renewal Term
    
    $27,927.90 per monthSecond Option Period
    
    $29,324.30 per month
 Base Rent due for any partial month at the beginning or end of the term of this
Lease (the Lease Term shall be prorated based on the number of days in such
month falling within the Lease Term. 3.0 ADDITIONAL RENT: Tenant shall reimburse to Landlord monthly, throughout the Term of Lease and
any extension of this Lease, the following Additional Rent to the extent
allocable to the Demised Premises: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any
Utilities not paid directly by Tenant, and any Miscellaneous Charges or
Reimbursements
Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as
a basis for reimbursement for any calendar year and invoice in monthly
installments (see Exhibit C).During the Term of Lease and/or any extension of
this Lease, Landlord, within 120 days of each calendar year end, will provide
to Tenant a written statement of actual CAM and Real Estate Taxes/Assessments
expenses, along with reasonable backup information with respect thereto. If
Tenant has underpaid its share of any of these expenses, at Landlords
election, Tenant shall reimburse Landlord as invoiced, which amounts shall be
paid within thirty (30) days of receipt of such invoice. If Tenant has overpaid
its share of any of these expenses, Landlord will credit such amount against
the most current monthly invoice. If the Term of Lease includes less than the
full calendar year, any reimbursements) will be prorated based on time of
occupancy for such year. Upon prior written notice to Landlord, Tenant shall
have the opportunity to 2




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audit the actual CAM and Real Estate Taxes/Assessments expenses statement
for a period of 180 days upon receipt of said Statement. Tenant waives
its rights to audit the actual CAM and Real Estate Taxes/Assessments
expenses upon the failure of the Tenant to exercise such rights during
said 120 day period. In the event that Tenant has been overcharged by
three percent (3%) or more, Landlord shall reimburse Tenant, along with
the amount of such over charge, the reasonable cost of such audit. Tenants share of all Additional Rent will be determined by the Tenants
leased share (Demised Premises) of the total building square footage
along with Tenants proportionate share of any rooms considered common
area to the building (expenses will be calculated on an annual basis
divided by building square footage to obtain an annual cost per square
foot.) Landlord,
at its election, may invoice for reimbursement(s) of any
Utility usage not paid directly by Tenant. 3.1 COMMON AREA MAINTENANCE EXPENSES (CAM): Common Area Maintenance (CAM) shall include the reasonable expenses
incurred in connection with maintenance, repair, replacement
(amortized over the useful life of replacements having a cost in
excess of Three Thousand Dollars) and care of all lighting,
plumbing, roofs (i.e., including ordinary roof repairs, but
excluding replacement of the roof or any material portion thereof),
parking surfaces, landscaped areas, signs, snow removal,
non-structural repair and maintenance of the exterior of the
Building, costs of equipment purchased and used for such purposes
(amortized over its useful life), cleaning and cleaning supplies
for the common areas, insurance premiums, management fee not to
exceed 5% of gross collected rents, and wages and fringe benefits
of personnel employed for such work on site Additionally, during
the term of this Lease, any extension and/or renewal of this Lease,
CAM expenses shall include the annual cost or portion allocable to
the Building (i.e. amortized over the useful life thereof) of any
capital improvements made to the Building by Landlord which result
in a reduction of expenses (but only to the extent of such
reduction or reasonable estimate thereof) or required under any
governmental law or regulation by reason of the Tenants particular
needs and use of the Demised Premises. Those items set forth, on
Exhibit Dattached hereto and incorporated herein shall be excluded
from CAM. 3.2 REAL ESTATE TAXES AND ASSESSMENTS: Real Estate Taxes and Assessments shall mean all Real Estate Taxes,
all assessments and any taxes in lieu thereof payable during each
calendar year during the term of this Lease, which may be levied
upon or assessed against the Building. In the event the taxing
authorities additionally include in such real estate and
assessments the value of any improvements made by Tenant, or of
machinery, equipment, fixtures, inventory or other personal
property or assets of Tenant, then Tenant shall pay all the taxes
attributable to such items. Upon Tenants request, Landlord will
furnish a copy of the Real Estate Tax statement 3.3 UTILITIES Landlord shall provide mains and conduits to supply water, gas,
electricity and sanitary sewage to the Building. Tenant shall pay,
when due, all charges for sewer and water usage, garbage/refuse
disposal/removal and recycling, electricity, gas and other fuels,
telephone/communication services and/or other utility services or
energy source furnished to the Demised Premises during the term of
this Lease, or any extension and/or renewal of this Lease. If
Tenants usage of any utility is deemed disproportionate as
determined by Landlord, Landlord may elect to submeter and bill
Tenant accordingly. Landlord accepts no responsibility for any 3




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disruption of any utility service due to accident,
natural causes or circumstances beyond Landlords
control and/or the utility providers inability to
deliver said service . 3.4 MISCELLANEOUS CHARGES AND REIMBURSEMENTS Miscellaneous Charges and Reimbursements shall include,
without limitation, service requests facilitated by Landlord
at the direction of Tenant, Tenant improvement
reimbursements, notes due Landlord and any other
miscellaneous charge due Landlord 4.0 COVENANT TO PAY RENT: With exception of the limited right of offset set forth in Section
22, the covenants of Tenant to pay the Base Rent and the Additional
Rent are each independent of any other covenant, condition, provision
or agreement contained in this Lease. All rents are due and payable
as invoiced on the first of the each month during the Term of Lease
and any extensions of the Lease to Landlord at: 2575 North Fairview Avenue, Suite 250
Roseville, Minnesota 55113 or such other address as Landlord shall designate to Lessee in writing. 5.0 OVERDUE PAYMENTS: All base rent and additional rent under this Lease and any extension
shall be due on the first of each calendar month, unless otherwise
specified. Service charges shall be imposed after the tenth day of
each calendar month in the amount five percent (5%) of the delinquent
payment. 6.0 USE: The Demised Premises shall be used and occupied by Tenant solely for
the purposes of general office, showroom, warehouse and light
manufacturing (collectively, the Permitted Uses) and Tenant agrees
that such use shall be in compliance with all applicable laws,
ordinances and governmental regulations affecting the Building and
Premises. Tenant shall immediately discontinue any use of the Demised
Premises which is not in compliance with any applicable laws,
ordinances or governmental regulations. The Demised Premises shall
not be used in such manner that, in accordance with any requirement
of law or of any public authority, Landlord shall be obliged on
account of the purpose or manner of said specific use by Tenant (as
opposed to office, showroom, warehouse or light manufacturing use
generally) to make any addition or alteration to or in the Building.
Tenant shall occupy the Demised Premises, conduct its business and
control its agents, employees, invitees and visitors in such a way as
is lawful, and will not permit or create any nuisance, unusual or
unreasonable noise, noxious odor, or otherwise unreasonably interfere
with, annoy or disturb any other tenant in the Building in its normal
business operations or Landlord in its management of the Building.
Tenants use of the Demised Premises shall conform to all the
Landlords rules and regulations relating to the use of the Building
so long as such rules and regulations (i) are binding on all tenants
of the Building, (ii) are not enforced in a discriminatory manner,
and (iii) do not materially reduce Tenants rights hereunder or
increase Tenants liabilities hereunder. Outside storage on the
Building of any type of equipment, property or materials owned or
used on the Premises by Tenant or its customers and suppliers shall
not be permitted, unless otherwise stated. 4




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7.0 SECURITY AND DAMAGE DEPOSIT: INTENTIONALLY DELETED OMISSION OR INCLUSION OF THIS PROVISION SHALL DEPEND UPON THE FINANCIAL
STATEMENTS OF THE TENANT AND EXISTENCE OR NON EXISTENCE OF GUARANTEES BY
THE PARENT CORPORATION. 8.0
CARE AND REPAIR OF DEMISED PREMISES: Tenant shall, at all times throughout the Term of Lease and any
extensions, and at its sole expense except to the extent either (i)
caused by the negligence of Landlord, its agents, employees or
contractors or (ii) otherwise expressly allocated to Landlord hereunder,
keep and maintain the Demised 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 without limitation, the maintenance, repair, replacement, if
necessary of all interior walls, partitions, doors and windows,
including the regular painting thereof, all exterior entrances, windows,
doors and docks, the replacement of all broken glass, of any
fixture/equipment/component of heating, ventilation, air conditioning
(HVAC) systems, all lighting systems, plumbing systems and electrical
systems located within the Demised Premises. Landlord shall repair
and/or replace the HVAC systems as necessary so that they are in proper
working order on the Commencement Date. Landlord shall warrant the
condition of the generic HVAC systems serving the Building generally for
one (1) year after the Commencement Date. Thereafter, Tenant shall
obtain and maintain at all times during the term of this Lease a
maintenance contract with an HVAC contractor acceptable to Landlord in
its reasonable discretion for the regular maintenance of all heating,
ventilating and air conditioning equipment exclusively serving the
Demised Premises (collectively, the HVAC Equipment and shall cause all
regularly scheduled maintenance under such contract to be performed. In
the event that an HVAC rooftop unit or ceiling hung unit heater of a
generic type which serves the building generally (as opposed to HVAC
components which have been installed in connection with the specific
needs of the Tenants business operations) requires replacement or
extraordinary repair, the cost of such replacement or extraordinary
repair shall be shared between Landlord and Tenant, Tenants share to be
based on the ratio of the number of months remaining in the then current
term of the Lease to the estimated useful life of the replacement unit
or extraordinary repair, as the case may be, unless caused by the misuse
or neglect of Tenant. The useful life of any replacement of the HVAC
Equipment will be deemed to be fifteen (15) years for a roof top unit
and ten (10) years for a ceiling hung unit heater. If Tenant exercises a
renewal option, Tenant shall pay to Landlord on the first (1st) day of
such extension or renewal term an additional portion of the cost of such
extraordinary repair or replacement of the HVAC Equipment based upon a
fraction, the numerator of which is the number of calendar months in
such extension or renewal term, and the denominator of which the number
of calendar months in the full useful life of such extraordinary repair
or replacement of the HVAC Equipment, as determined above. With the
exception of HVAC Equipment, when used in this provision, the term
repairs shall include replacements, and all such repairs or
replacements made by the Tenant shall be of equal quality to the
original equipment or work. The Tenant shall keep and maintain all
portions of the Demised Premises and the sidewalk adjoining the same in
a clean and orderly condition, free of accumulation of dirt, rubbish,
snow and ice, regardless of any CAM performed by Landlord. Tenant shall
maintain a minimum temperature in the Demised Premises of 40 degrees
during the Lease Term. If Tenant fails, refuses or neglects to maintain or repair the Demised
Premises as required in this Lease, and such failure continues for a
period of thirty (30) days after written notice shall have been given
Tenant (provided, however, that in the event of a bona fide emergency,
Landlord shall only be required to provide such notice as is practicable
under the circumstances), in accordance with Article 17.0 of this Lease,
Landlord may make such repairs or replacements without liability to
Landlord 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 10%
for 5




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overhead incurred by Landlord in making such repairs or
replacements. Landlord shall perform any such work in a manner
intended to minimize any interference with the conduct of Tenants
business. Landlord shall maintain and repair, at its expense and not
reimbursable as CAM, (i) the structural portions of the Building,
(ii) all utility lines serving the Demised Premises and located
outside of the Demised Premises, and (iii) the exterior walls of
the Building, unless such repairs are required as a result of the
negligence or otherwise wrongful acts of Tenant, its employs,
agents, assigns, invitees or contractors in which event the costs
thereof shall be borne by Tenant and payable by Tenant to Landlord. The Landlord shall be responsible for all outside maintenance of
the Demised Premises, including grounds and parking areas, and
including the prompt removal of any accumulated snow and ice in the
Common Areas. All such maintenance which is the responsibility of
the Landlord shall be provided as reasonably necessary to the
comfortable use and occupancy of Demised Premises during business
hours, except Sundays and holidays. Landlord shall be obligated to
exert all reasonable efforts to perform its obligations under this
Lease, but not be liable for damages arising from its performance
or non-performance of repairs or maintenance arising due to causes
beyond its control. 9.0 HAZARDOUS MATERIALS: Tenant shall not (either with or without negligence) cause or
permit the escape, disposal or release of any biologically or
chemically active or other hazardous substances, or materials in
the Building or on or under the Property in violation of applicable
environmental laws, rules or regulations. Tenant shall not allow
the storage or use of such substances or materials in any manner
not sanctioned by law or by the highest standards prevailing in the
industry for the storage and use of such substances or materials,
nor allow to be brought into the Project any such materials or
substances except in the ordinary course of Tenants business.
Tenant shall upon request of the Landlord provide a listing of the
hazardous substances or materials used or stored by Tenant within
the Demised Premises. Without limitation, hazardous substances and
materials shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation
and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any
applicable state or local laws and the regulations adopted under
these acts. In addition, Tenant shall execute affidavits,
representations and the like from time to time at Landlords
request concerning Tenants best knowledge and belief regarding the
presence of hazardous substances or materials (i) on the Demised
Premises. In all events, Tenant shall indemnify Landlord from any
release of hazardous materials on the Demised Premises occurring
while Tenant is in possession or (ii) elsewhere if, in either case,
such release is caused by Tenant or persons acting under Tenant.
The within covenants shall survive the expiration or earlier
termination of the lease term. Tenant shall indemnify and hold Landlord harmless from any
liability, damages, claims, causes of action, charges or other
expenses (including without limitation reasonable attorneys fees)
paid, incurred or asserted against Landlord by reason of Tenants
failure to perform its obligations under this Section 9.0. Landlord represents and warrants to Tenant with respect to those
portions of the Building and the Property and the Demised Premises
(with the exception of anything caused by or arising from the
activities of Diametrics Medical, Inc. or its agents or employees)
that, (i) as of the Commencement Date, there will be no hazardous
substances and materials, including without limitation
asbestos-containing  materials and polychlorinated biphenyls,
except such materials as are used in strict accordance with all
applicable environmental laws or regulations (Environmental Laws)
by other tenants of the Building, (ii) except for hazardous
substances or materials which are the responsibility of Tenant
under this Section 9.0, Landlord shall promptly remove or otherwise
remediate in accordance with all applicable Environmental Laws,
any hazardous substances or materials located, stored, disposed of
or otherwise released on or about the Building or the Property in
violation of Environmental Laws. Landlord shall 6




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indemnify and hold Tenant harmless from any liability, damages, claims,
causes of action, charges or other expenses (including without
limitation reasonable attorneys fees) paid, incurred or asserted against
Tenant by reason of the presence, storage, disposal or release within
those portions of the Building which do not include the Demised Premises
or on or about the Property of any such hazardous substances or
materials, including hazardous substances or materials located within
the Demised Premises or brought onto, disposed of or released by Tenant,
its agents, employees and contractors. 10.0 PUBLIC LIABILITY INSURANCE: Tenant shall during the term hereof keep in full force and effect at its
own expense a policy or policies of public liability insurance with
respect to the Demised 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 with
combined coverage limits of liability not less than $1,000,000. Such
policy or policies shall provide that ten (10) 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. 11.0 SIGNAGE AND DISPLAYS: Upon occupancy, building exterior signage, building directories and/or
pylon signage shall be approved, installed and provided for by Landlord
in compliance with city ordinances and building signage criteria. Any
changes, modifications and/or maintenance of initial signage shall be at
Tenants sole cost and expense with approval of Landlord. Additional
signage, lettering, picture, notice or advertisement installed on or in
any part of the Premises and visible from the exterior of the Building,
or visible from the exterior of the Demised Premises, shall be approved
by Landlord and shall be installed at Tenants sole cost and expense.
Said signs are to be maintained by Landlord at Tenants expense.
Landlord may remove any unauthorized signs without any liability to
Landlord and may charge the expense incurred by such removal to Tenant. 12.0 ALTERATIONS, INSTALLATION, FIXTURES: Unless otherwise stated, Tenant shall not make any alterations, additions
or improvements in or to the Demised Premises or add, disturb or in any
way change any plumbing or wiring without the prior written consent of
the Landlord, which consent shall not unreasonably be withheld, delayed
or conditioned. Notwithstanding the foregoing to the contrary, Tenant may
redecorate or otherwise perform cosmetic alterations of the Demised
Premises, or make other non-structural alternations which do not
materially increase the cost of restoration of the Demised Premises upon
the expiration of the Term of this Lease having an aggregate cost of less
than $25,000 (either in a single improvement or a series of related
improvements), upon prior written notice to Landlord, but without the
necessity of obtaining Landlords consent. Tenant shall promptly provide
lien waivers or other satisfactory evidence of payment to Landlord upon
completion. In the event alterations are required by any governmental
agency by reason of the use and occupancy of the Demised Premises by
Tenant (as opposed to office, showroom, warehouse and light manufacturing
use generally), Tenant shall make such alterations at its own cost and
expense after first obtaining Landlords written approval of plans and
specifications and furnishing such indemnification as Landlord may
reasonably require against liens, costs, damages and expenses arising out
of such alterations. Tenant shall warrant to Landlord that all such
alterations, additions, or improvements shall be in strict compliance
with all relevant laws, ordinances, governmental regulations and
insurance requirements. Construction of such alterations or additions
shall commence only upon Tenant obtaining and exhibiting to Landlord the
requisite approvals, licenses and permits And mechanic lien waivers or
other evidence of payment acceptable to Landlord. Unless otherwise agreed
to, all 7




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alterations, installations, physical additions or improvements to the
Demised Premises, excluding attached equipment and/or fixtures installed
by Tenant which can be removed without permanent damage to the Demised
Premises (collectively, Tenants Property) made by Tenant shall at
once become the property of Landlord and shall be surrendered to
Landlord upon the termination of this Lease. 13.0 ACCESS TO DEMISED PREMISES: Tenant,
agrees to permit Landlord and the authorised representatives of
Landlord to enter the Demised
Premises upon reasonable prior notice (except in the event of a bona
fide emergency) at all times during usual business hours for the purpose
of inspecting the same and making any necessary repairs to the Demised
Premises and performing any work therein that may be necessary to comply
with any laws, ordinances, rules, regulations or requirements of any
public authority or of the Board of Fire Underwriters or any similar
body or that Landlord may deem necessary to prevent waste or
deterioration in connection with the Demised Premises. Nothing herein
shall imply any duty upon the part of Landlord to do any such work
which, under any provision of this Lease, Tenant is required to perform
and the performance thereof by Landlord shall not constitute a waiver of
the Tenants default to perform the same. Landlord may, during the
progress of any work in the Demised Premises or Building, keep and store
upon the Demised Premises or Building all necessary materials, tools,
and equipment Any such work shall be performed in a manner intended to
minimize interference with the conduct of Tenants business at and from
the Demised Premises. Landlord reserves the right to enter upon the Demised Premises (a) at
any time in the event of an emergency and (b) at reasonable hours on
reasonable prior notice to exhibit the Demised Premises to prospective
purchasers or investors or lenders; and to exhibit the Demised Premises
to prospective tenants during the last one hundred twenty (120) days of
the term of this Lease, all without hindrance by Tenant, 14.0 REMOVAL OF FIXTURES Notwithstanding anything contained elsewhere in this Lease, upon the
request of Landlord the Tenant shall promptly remove at its sole expense
all fixtures, equipment and alterations made by Tenant with notice from
Landlord that such future removal would be required, simultaneously with
vacating the Demised Premises and Tenant shall promptly restore the
Demised Premises to the condition that existed immediately prior to said
fixtures, equipment and alterations having been made. 15.0 ASSIGNMENT OR SUBLETTING: Tenant agrees to use the Demised Premises throughout the entire term
hereof for the purpose herein specified and for no other purposes, and,
except as to an Intracorporate Transfer (as defined below), not to
transfer or assign this Lease or sublet said Demised Premises, or any
part thereof, whether by voluntary act, operation of law, or otherwise,
without obtaining the prior consent of Landlord in each instance. Tenant
shall seek such consent of Landlord by a written request therefor,
setting forth such information as Landlord may reasonably deem
necessary. Landlord agrees not to withhold, delay or condition consent
unreasonably. Consent by Landlord to any assignment of this Lease or to
any subletting of the Demised Premises shall not be a waiver of
Landlords right under this Article as to any subsequent assignment or
subletting. Landlords rights to assign this Lease are and shall remain
unqualified. No such assignment or subleasing shall relieve the Tenant
from any of Tenants obligations in this Lease contained, nor shall any
assignment or sublease or other transfer of this Lease be effective
unless the assignee, subtenant or transferee shall at the time of such
assignment, sublease or transfer, assume in writing for the benefit of
Landlord, its successors or assigns, all of the terms, covenants, and
conditions of this Lease thereafter to be performed by Tenant and shall
agree in writing to be bound thereby. Should Tenant sublease in
accordance with the terms of this Lease, fifty percent (50%) of any 8




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increase in aggregate rental received by Tenant over the per square foot rental
rate which is being paid by Tenant shall be forwarded to and retained by
Landlord, which increase shall be in addition to the Base Rent and Additional
Rent due Landlord under this Lease. Notwithstanding the foregoing to the contrary, Tenant shall have the right,
upon notice to but without the consent of Landlord, to assign this Lease or
sublet the Demised Premises to a corporation, person or entity which: (i) is a
corporation, person or entity in which Tenant, Tenants parent or an affiliate
of Tenant owns, or the shareholders of Tenant or Tenants parent corporation
own, in excess of fifty percent (50%) of the outstanding capital stock or
ownership interest; or (ii) as a result of a consolidation, merger or other
reorganization with Tenant and/or Tenants parent corporation; or (iii)
acquires or is acquiring all or substantially all of the outstanding capital
stock or assets of Tenant or Tenants parent; or (iv) as a result of a change
of the domicile of Tenant or the reincorporation of Tenant in another
jurisdiction, shall own all or substantially all of the assets of Tenant
(collectively, an Intracorporate Transfer). Any
assignment or subletting pursuant to (i)  (iv) above, inclusive, shall be
subject to the following conditions: (a) Tenant shall remain fully liable
during the unexpired term of this Lease, including any exercised renewal or
extension options; (b) the assignee or subtenant pursuant to (ii) or (iii)
shall assume the obligations of Tenant under this Lease without thereby
releasing the Tenant; and (c) any such assignment or subletting shall be
subject to all of the terms, covenants and conditions of this Lease. 16.0 SUCCESSORS AND ASSIGNS: The terms, covenants and conditions hereof shall be binding upon and inure to
the successors and assigns of the parties hereto, 17.0 NOTICES: Any notice required or permitted under this Lease shall be deemed sufficiently
given or secured if sent by registered or certified return receipt mail to
Tenant at the Demised Premises, Attn: President, and at
,
Attn: President, and to Landlord at the address then fixed for the
payment of rent as provided in Article 4.0 of this Lease and either party may
by like written notice at any time designate a different address to which
notices shall subsequently by sent or rent to be paid 18.0 SURRENDER: On the Expiration Date or upon the termination hereof upon a day other than the
Expiration Date, Tenant shall peaceably surrender the Demised Premises in the
condition in which the Demised Premises were delivered to Tenant as set forth
in Section 1.0 hereof, reasonable wear and tear. Permitted alternations and
insured casualty only excepted; warehouse area in broom clean condition;
office/restroom area vacuumed and cleaned. On or before the Expiration Date or
upon termination of this Lease on a day other than the Expiration Date, Tenant
shall, at its expense, remove all trade fixtures, personal property and
equipment and signs from the Demised Premises and any property not removed
shall be deemed to have been abandoned. Any damage caused in the removal of
such items shall be repaired by Tenant and at its expense. All alterations,
additions, improvements and fixtures (other than Tenants Property) which shall
have been made or installed by Landlord or Tenant upon the Demised Premises and
all floor covering so installed shall remain upon and be surrendered with the
Demised Premises as a part thereof, without disturbance, molestation or injury,
and without charge, at the expiration or termination of this Lease If the
Demised Premises are not surrendered on the Expiration Date or the date of
termination, Tenant shall indemnify Landlord against loss or liability or
claims made by any succeeding Tenant resulting from such delay. Tenant shall
promptly surrender all keys for the Demised Premises to 9




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Landlord at the place then fixed for payment of rent and shall
inform Landlord of combinations of any locks and safes on the
Demised Premises. 19.0 HOLDING OVER: In the event of a holding over by Tenant after expiration or termination
of this Lease without the consent in writing of Landlord, Tenant shall
be deemed a Tenant at sufferance and shall pay rent for such occupancy
at the rate of 150% of the last-current aggregate Base and Additional
Rent, prorated for the entire holding over period. Except as otherwise
agreed, any holding over with the written consent of Landlord shall
constitute Tenant a month-to-month lease. Upon entry into a lease
renewal following the payment of Holdover Rent, the Landlord shall
refund such holdover rent. 20.0 MINIMUM TEMPERATURE: Tenant shall maintain a minimum temperature in the Demised Premises
of 40 degrees during the Lease Term. 21.0 DEFAULT OF TENANT:  a.
    
    In the event of any failure of Tenant to pay any
rental due hereunder within ten (10) days after the same becomes
due or any failure to perform any other terms, conditions or
covenants of this Lease to be observed or performed by Tenant
for more than thirty (30) days after written notice of such
failure shall have been given to Tenant, or if Tenant or an
agent of Tenant shall intentionally falsify any report required
to be furnished to Landlord pursuant to the terms of this Lease,
or if Tenant or any guarantor of this Lease shall become
bankrupt or insolvent, or file any debtor proceedings or any
person shall take or have against Tenant or any guarantor of
this Lease in any court pursuant to any statute either of the
United States or of any state a petition in bankruptcy or
insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Tenants or any such
guarantors property, or if Tenant or any such guarantors
property, or if Tenant or any such guarantor makes an assignment
for the benefit of creditors, or if Tenant shall suffer this
Lease to be taken under any writ of execution, then in any such
event Tenant shall be in default hereunder, and Landlord, in
addition to other rights or remedies it may have, shall have,
upon receipt of an order so stating from a court of competent
jurisdiction, the immediate right of re-entry and may in such
event remove all persons and property from the Demised 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 being guilty of trespass.b.
    
    Should Landlord elect to re-enter the Demised
Premises, as herein provided, or should it take possession of
the Demised Premises pursuant to legal proceedings, it may
either terminate this Lease or it may from time to time, without
terminating this Lease, make such alterations and repairs as may
be necessary in order to relet the Demised Premises, and relet
the Demised Premises or any part thereof for such term or terms
(which may be for a term extending beyond the term of this
Lease) and at such rental or rentals and upon such other terms
and conditions as Landlord in its sole discretion may deem
advisable. In such event Landlord shall undertake reasonable
efforts to mitigate damages, it being understood and agreed that
reasonable efforts by the Landlord do not include the
expenditure of funds by Landlord for which reimbursement by
Tenant has not been made or assured or the reletting of the
Demised Premises in lieu of other 10




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available premises owned by the Landlord or its owners and affiliates. Upon
each such subletting all rentals received by the Landlord from such reletting
shall be applied first to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment of that portion of
any costs and expenses of such reletting amortized over the initial term of the
successor lease which is allocable to the remainder of the remaining Term of
this Lease, including reasonable brokerage fees and reasonable attorneys fees
and costs of alterations and repairs made to the Demised Premises in connection
with such reletting., third, to the payment of the rent due and unpaid
hereunder, and the residue, if any shall be held by Landlord and applied in
payment of future rent as the same may become due and payable hereunder. If
such rentals received from such reletting during any month be less than that to
be paid during that month by Tenant hereunder, Tenant, upon demand, shall pay
any such deficiency to Landlord. No such re-entry or taking possession of the
Demised Premises by Landlord shall be construed as an election on its part to
terminate this Lease unless a written notice of such intention be given to
Tenant or unless the termination thereof be decreed by a court of competent
jurisdiction. Notwithstanding any such reletting without termination, Landlord
may at any time after such re-entry and reletting elect to terminate this Lease
for such previous breach. Should Landlord at any time terminate this Lease for
any such breach, in addition to any other remedies it may have, it may recover
from Tenant all damages (excluding indirect or consequential damages) it may
incur by reason of such breach, including the cost of recovering the Demised
Premises, reasonable attorneys fees and costs incurred in enforcing Landlords
remedies hereunder, the unamortized portion of any leasehold improvements made
by Landlord for Tenant and including the worth at the time of such termination
of the excess, if any, of the amount of rent and charges equivalent to rent
reserved in this Lease for the remainder of the stated term over the then
reasonable rental value of the Demised Premises for the remainder of the stated
term, all of which amounts shall be immediately due and payable from Tenant to
Landlord subject to a reasonable present value discount at the prime or
reference rate then announced at Wells Fargo Bank, N.A., Minneapolis office,
or its successors and assigns (the Prime Rate).c.
    
    Landlord may, at its option, instead of exercising any other rights or
remedies available to it in this Lease or otherwise by law, statute or equity,
spend such money as is reasonably necessary to cure any default of Tenant
herein and the amount so spent, and costs incurred, including reasonable
attorneys fees in curing such default, shall be paid by Tenant, as additional
rent, upon demand.d.
    
    In the event suit shall be brought for recovery of possession of the Demised
Premises, for the recovery of rent or any other amount due under the provisions
of this Lease, or because of the breach of any other covenant herein contained
on the part of the Tenant to be kept or performed, and a breach shall be
established, Tenant shall pay to Landlord all reasonable expenses incurred
therefor, including reasonable attorneys fees and costs, together with
interest on all such expenses at the rate of four percent (4%) per annum in
excess of the Prime Rate (the Default Rate) from the date of such breach of
the covenants of this Lease.e.
    
    In the event of a default by Tenant hereunder, except as otherwise expressly
provided herein, Tenant waives any demand for possession of the Demised
Premises, and any demand for payment of rent and any notice of intent to
re-enter the Demised Premises, or of intent to terminate this Lease, other than
the notices above provided in this Article, and any other notice or demand
prescribed by any applicable statutes or laws. 11




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f.
    
    No remedy herein or elsewhere in this Lease or otherwise by
law, statute or equity, conferred upon or reserved to Landlord
or Tenant shall be exclusive of any other remedy, but shall be
cumulative, and may be exercised from time to time and as
often as the occasion may arise. 22.0 DEFAULT OF LANDLORD: The failure of Landlord to perform or observe any of the covenants,
provisions or conditions contained in this Lease on its part to be
performed or observed within thirty (30) days after written notice of
default shall be considered a Landlord Default for purposes of this
Lease. In the event of a Landlord Default, Tenant may, in addition to
any other rights and remedies allowed by applicable law, and except as
otherwise expressly set forth herein, cause such default to be cured and
deduct from its next due installments of Rent hereunder, all reasonable
costs and expenses incurred by Tenant in doing so. Notwithstanding the
foregoing to the contrary, in the event that Landlord shall, within
thirty (30) days after receipt of any notice of default from Tenant,
provide notice to Tenant that Landlord in good faith disputes that
Landlord is in default in the performance of any obligation hereunder (a
Dispute Notice), Tenant shall not offset or deduct any amounts from
any installments of Rent unless and until such bona fide dispute shall
have been resolved in Tenants favor under a reference proceeding in
accordance with the provisions set forth below. Such reference proceeding shall be conducted in accordance with the
procedures set forth below for a determination which will be binding
upon the parties, and subject to an appeal only to the extent a binding
arbitrators award would be appealable under the rules of the American
Arbitration Association (AAA). The parties agree specifically as to
the following:  (i)
    
    Within fifteen (150) business days after service of a Dispute
Notice, the parties will
agree upon a single neutral referee from among a pool of
mediators and other neutrals provided by the Ramsey
County Bar Association who will then try all issues,
whether of fact or law, and then report a finding
judgment thereon. If the parties are unable to agree upon
a referee, either party may seek appointment of a referee
by a judge of the Ramsey County District Court.(ii)
    
    The compensation of the referee shall be such
charge as is customarily charged by the referee for like
services. The cost of such proceedings will initially be
borne equally by the parties. However, the prevailing party
in such proceedings shall be entitled, in addition to all
other costs, to recover its contribution for the cost of the
reference as an item of damages and/or recoverable costs.(iii)
    
    If a reporter is requested by either party, then a reporter
will be present at all
proceedings, and the fees of such report shall be borne by
the party requesting such reporter. Such fees will be an
item of recoverable costs. Only a party will be authorized
to request a reporter.(iv)
    
    The referee will apply the substantive law
of Minnesota in deciding the issues to be heard.(v)
    
    Notice of any motions before the referee will
be given, and all matters shall be set at the convenience of
the referee.(vi)
    
    The parties agree that they will in good faith
endeavor to cause any such dispute to be decided within three
(3) months. The date of hearing for any proceeding will be
determined by agreement of the parties and the referee, or if
the parties cannot agree, then by the referee. 12




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(vii)
    
    The referee shall have the power to make a determination
as to the existence of a default on the part of the Landlord, the
reasonable costs to cure such default and Tenants right to
recover the cost of cure from the Landlord. Consequential and
incidental damages shall not be recoverable in these proceedings. 23.0 EMINENT DOMAIN: In the event of any eminent domain of condemnation proceeding or private sale
in lieu thereof in respect to the Building during the term thereof, the
following provisions shall apply:  a.
    
    If the whole of the Building shall be acquired or condemned by
eminent domain for any public or quasi-public purpose, the term of
this lease shall cease and terminate as of the date possession shall
be taken in such proceedings and all rentals shall be paid up to that
date.b.
    
    If any part constituting less than the whole of the Building
shall be acquired or condemned as aforesaid, and in the event that
such partial taking or condemnation shall materially affect the
Demised Premises so as to render the Demises Premises unsuitable for
the business of the Tenant, in the reasonable opinion of Tenant, then
the term of this Lease shall cease and terminate as of the date
possession shall be taken by the condemning authority and rent shall
be paid to the date of such termination.In the event of a partial taking or condemnation of the Building which
shall not materially affect the Demised Premises so as to render the
Demised Premises unsuitable for the business of the Tenant, in the
reasonable opinion of the Tenant, this Lease shall continue in full
force and effect with a proportionate abatement of the Base Rent and
Additional Rent based on the portion, if any of the Demised Premises
taken. Landlord reserves the right, at its option, to restore the
building and the Demised Premises to substantially the same condition as
they were prior to such condemnation. In such event, Landlord shall give
written notice to Tenant, within 30 days following the date possession
shall be taken by the condemning authority, of Landlords intention to
restore. Upon Landlords notice of election to restore, Landlord shall
commence restoration and shall restore the Building and the Demised
Premises with reasonable promptness, subject to delays beyond Landlords
control and delays in the making of condemnation or sale proceeds
adjustments by Landlord; and Tenant shall have no right to terminate
this Lease except as provided above. Upon completion of such
restoration, the rent shall be equitably adjusted based upon the
portion, if any, of the Demised Premises restored.c.
    
    Except as set forth in subsection (d) below, in the event of any
condemnation or taking as aforesaid, whether whole or partial, the
Tenant shall not be entitled to any part of the award paid for such
condemnation and Landlord is to receive the full amount of such award,
the Tenant hereby expressly waiving any right to claim to any part
thereof.d.
    
    Although all damages in the event of any condemnation shall
belong to the Landlord whether such damages are awarded as
compensation for diminution in value of the leasehold or to the fee of
the Demised Premises, Tenant shall have the right to claim and recover
from the condemning authority, but not from Landlord, such
compensation as may be separately awarded or recoverable by Tenant in
Tenants own right on account of any and all damage to Tenants
business by reason of the condemnation and for or on account of any
cost or loss to which Tenant might be put in removing Tenants
merchandise, furniture, fixtures, leasehold 13




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improvements and equipment, or for moving expenses. However, Tenant shall
have no claim against Landlord or make any claim with the condemning
authority for the loss of its leasehold estate, any unexpired term or
loss of any possible renewal or extension of said lease or loss of any
possible value of said lease, any unexpired term, renewal or extension of
said lease. 24.0 RULES AND REGULATIONS.INTENTIONALLY OMITTED 25.0 CONDITION AFFECTING HEALTH AND SAFETY: In the event that any condition not caused by Tenant, its employees, agents or
contractors, exists or arises in the Building or on the Property which has been
determined by a qualified third party to constitute a material risk to the
health or safety of Tenants employees, invitees or licensees and Tenant has
provided Landlord with written notice of such condition and the third party
opinion with respect thereto and, as a result thereof, Tenant, in its
reasonable business discretion, elects to cease the use of that portion of the
Demised Premises which has been determined by such third party to constitute
such risk. Base and Additional Rent shall abate equitably until Landlord shall
correct such condition. In addition, if Landlord fails to correct such
condition within one hundred eighty (180) days after written notice thereof
from Tenant, Tenant shall have the right to terminate this Lease by written
notice to Landlord. 26.0 DAMAGE OR DESTRUCTION: In the event of any damage or destruction to the Premises by fire or other
cause during the term hereof, the following provisions shall apply:  a.
    
    If the Building is damaged by fire or any other cause to such
extent that the cost of restoration, as reasonably estimated by
Landlord, will equal or exceed thirty percent (30%) of the replacement
value of the Building (exclusive of foundations) just prior to the
occurrence of the damage, then Landlord may, not later than the
sixtieth (60th) day following the damage, give Tenant written notice of
Landlords election to terminate this Lease.b.
    
    If the cost of restoration as estimated by Landlord will equal or
exceed fifty percent (50%) of said replacement value of the Building
and if the Demised Premises are not suitable as a result of said damage
for the purposes for which they are demised hereunder, in the
reasonable opinion of Tenant, then Tenant may, no later than the
sixtieth (60th) day following the damage, give Landlord a written
notice of election to terminate this Lease.c.
    
    If the cost of restoration as reasonably estimated by Landlord
shall amount to less than thirty percent (30%) of said replacement
value of the Building, or if, despite the cost, Landlord does not elect
to terminate this Lease, Landlord shall restore the Building and the
Demised Premises with reasonable promptness, subject to delays beyond
Landlords control and delays in the making of insurance adjustments by
Landlord; and Tenant shall have no right to terminate this Lease except
as herein provided. Landlord shall not be responsible for restoring or
repairing leasehold improvements of the Tenant Notwithstanding the
foregoing to the contrary, if Landlord fails to complete such
restoration and provide to Tenant a Certificate of Occupancy with
respect to the Demised Premises issued by the City of Roseville,
Minnesota within one hundred eighty (180) days after the date of such
damage, Tenant shall have the option to terminate this Lease by written
notice to Landlord (a Tenant Termination Notice); provided, however,
that such Tenant Termination Notice shall not effective if Landlord
completes the 14




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required restoration work and delivers to Tenant the required Certificate
of Occupancy within thirty (30) days after the date of the Tenant
Termination Notice.d.
    
    In the event of either of the elections to terminate, this Lease
shall be deemed to terminate on the date of the receipt of the notice
of election and all rentals shall be paid up to that date. Tenant shall
have no claim against Landlord for the value of any unexpired term of
this Lease.e.
    
    In any case where damage to the Building shall materially affect
the Demised Premises so as to render them unsuitable in whole or in
part for the purposes for which they are demised hereunder, then,
unless such destruction was wholly or partially caused by the
negligence or breach of the terms of this Lease by Tenant, its
employees, contractors or licensees, in which case there shall be no
abatement of rent, a portion of the rent based upon the amount of the
extent to which the Demised Premises are rendered unsuitable shall be
abated until repaired or restored. 27.0 CASUALTY INSURANCE:  a.
    
    Landlord shall at all times during the term of this Lease, at its
expense, maintain a policy or policies, of insurance with premiums paid
in advance issued by an insurance company licensed to do business in
the State of Minnesota insuring the Building against loss or damage by
fire, explosion or other insurable hazards and contingencies for the
full replacement value, provided that Landlord shall not be obligated
to insure any furniture, equipment, machinery, goods or supplies not
covered by this Lease which Tenant may bring upon the Demised Premises
or any additional improvements which Tenant may construct or install on
the Demised Premises.b.
    
    Tenant shall not knowingly carry any stock of goods or do anything
in or about the Demised Premises which will in any way impair or
invalidate the obligation of the insurer under any policy of insurance
required by this Lease and will in any event remove any such goods or
case any such activity within fifteen (15) days after receipt of notice
from Landlord with respect thereto.c.
    
    Landlord hereby waives and releases all claims, liabilities and
causes of action against Tenant and its agents, servants and employees
for loss of damage to, or destruction of, the Building or any portion
thereof, including the buildings and other improvements situated
thereon, resulting from fire, explosion or the other perils included in
standard extended coverage insurance, whether caused by the negligence
of any of said persons or otherwise. Likewise, Tenant hereby waives and
releases all claims, liabilities and causes of action against Landlord
and its agents, servants and employees for loss of damage to, or
destruction of, any of the improvements, fixtures, equipment, supplies,
merchandise and other property, whether that of Tenant or of others in,
upon or about the Premises resulting from fire, explosion or the other
perils included in standard coverage insurance, whether caused by the
negligence of any of said persons or otherwise. The waiver shall remain
in force whether or not the Lessees insurer shall consent thereto.d.
    
    In the event that the use of the Demised Premises by Tenant
increases the premium rate for insurance carried by Landlord on the
improvements of which the Demised Premises are a part, Tenant shall pay
Landlord, upon demand, the amount of such premium increase. Landlord
represents that the use of the Demised Premises by the prior tenant
thereof did not cause such increase in Landlords insurance premiums.
If Tenant installs any electrical equipment that 15




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overloads the power lines to the building or its wiring, Tenant
shall, at its own expense, make whatever changes are necessary to
comply with the requirements of the insurance underwriter,
insurance rating bureau and governmental authorities having
jurisdiction. 28.0 COVENANTS TO HOLD HARMLESS: Unless the liability for damage or loss is caused by the negligence of
Landlord, its agents, employees or contractors, Tenant shall hold
harmless Landlord from any liability for damages to any person or
property in or upon the Demised Premises and the Building, including the
person and property of Tenant and its employees and all persons in the
Building at its or their invitation or sufferance, and from all damages
resulting from Tenants failure to perform the covenants of this Lease.
Unless the liability for damage or loss is caused by the negligence of
Tenant, its agents, employees or contractors, Landlord shall hold
harmless Tenant from any liability for damages to any person or property
in or upon the Building (excluding the Demised Premises) or the Property,
including the person and property of Landlord and its employees and all
persons in the Building or on the Property. All property kept, maintained
or stored on the Demised Premises shall be so kept, maintained or stored
at the sole risk of Tenant. Tenant agrees to pay all sums of money in
respect of any labor, service, materials, supplies or equipment furnished
or alleged to have been furnished to Tenant in or about the Demised
Premises, and not furnished on order of Landlord, which may be secured by
any mechanics materialmens or other lien to be discharged at the time
performance of any obligation secured thereby matures, provided that
Tenant may contest such lien, but if such lien is reduced to final
judgment and if such judgment or process thereon is not stayed, or if
stayed and said stay expires, then and in each such event, Tenant shall
forthwith pay and discharge said judgment. Landlord shall have the right
to post and maintain on the Demised Premises, notices of
non-responsibility under the laws of the State of Minnesota. 29.0 NON-LIABILITY: Except as otherwise expressly provided herein, (i) Landlord shall not be
liable for any damage to property of Tenant or of others located on the
Premises, nor for the loss or damage to any property of Tenant or of
others by theft or otherwise, (ii) Landlord shall not be liable for any
injury or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain or snow or leaks
from any part of the Premises or from the pipes, appliances, or plumbing
works or from the roof, street or subsurface or from any other place or
by dampness or by any other cause of whatsoever nature; and (iii)
Landlord shall not be liable for any such damage caused by other Tenants
or persons in the Premises, occupants or adjacent property, of the
buildings, or the public or caused by operations in construction of any
private, public or quasi-public work Landlord shall not be liable for any
latent defect in the Demised Premises. All property of Tenant kept or
stored on the Demised Premises shall be so kept or stored at the risk of
Tenant only and Tenant shall hold Landlord harmless from any claims
arising out of damage to the same, including subrogation claims by
Tenants insurance carrier. 30.0 SUBORDINATION: This Lease shall be subordinated to any mortgage that may now exist
or that may hereafter be placed upon the Demised Premises and to any
and all advances made thereunder, and to the interest upon the
indebtedness evidenced by such mortgages, and to all renewals,
replacements and extensions thereof, so long as such holder shall
agree in writing that it shall not disturb the possession and other
rights of Tenant under this Lease so long as Tenant is not in default
hereunder beyond any applicable cure periods. In the event of
execution by Landlord after the date of this Lease of any such
mortgage, renewal, replacement or extension, Tenant agrees to execute
a subordination agreement (an SNDA) with the holder thereof which
agreement shall provide that: 16




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a.
    
    Such holder shall not disturb the possession and other rights of
Tenant under this Lease so long as Tenant is not in default hereunder
beyond any applicable cure periods;b.
    
    In the event of acquisition of title to the Demised Premises by
such holder, such holder shall accept the Tenant as Tenant of the
Demised Premises under the terms and conditions of this Lease and shall
perform all the obligations of Landlord hereunder; andc.
    
    The Tenant shall recognize such holder as Landlord hereunder. As a condition to Tenants obligations hereunder, Landlord shall cause an SNDA
meeting the foregoing requirements and otherwise being acceptable to Tenant in
its commercially reasonable discretion to be executed by any party currently
holding a mortgage encumbering the Building or any other portion of the
Property within ninety (90) days of the date hereof. Tenant shall, upon receipt of a request from Landlord therefor, execute and
deliver to Landlord or to any proposed holder of a mortgage or trust deed or to
any proposed purchaser of the Premises an Estoppel Letter containing customary
disclosures. 31.0 ATTORNMENT: In the event of a sale or assignment of Landlords interest in the Building or
this Lease, or if the Building comes into custody or possession of a mortgagee
or any other party whether because of a mortgage foreclosure, or otherwise,
Tenant shall attorn to such assignee or other party and recognize such party as
Landlord hereunder; provided, however, Tenants peaceable possession will not
be disturbed so long as Tenant faithfully performs its obligations under this
Lease. Tenant shall execute, on demand, any attornment agreement required by
any such party to be executed, containing such provisions as such party may
reasonably require so long as the transferee shall assume in writing the
obligations of Landlord hereunder. Landlord shall have no further obligations
under this Lease after any such assignment. 32.0 NOVATION IN THE EVENT OF SALE: In the event of the sale of the Demised Premises, Landlord shall be and hereby
is relieved of all of the covenants and obligations created hereby accruing
from and after the date of sale, so long as the purchaser shall assume and
agree to carry out all the covenants and obligations of Landlord herein.
Notwithstanding the foregoing provisions of this Section 30.0, Landlord, in the
event of a sale of the Demised Premises, shall cause to be included in this
agreement of sale and purchase a covenant whereby the purchaser of the Demised
Premises assumes and agrees to carry out all of the covenants and obligations
of Landlord herein. The Tenant agrees at any time and from time to time (but not more often than
twice per year) upon not less than ten (10) days prior written request by the
Landlord to execute, acknowledge and deliver to the Landlord a statement in
writing certifying that this Lease is unmodified and in full force and effect
as modified and stating the modifications, and the dates to which the basic
rent and other charges have been paid in advance, if any, it being intended
that any such statement delivered pursuant to this paragraph may be relied upon
by any prospective purchaser of the fee or mortgagee or assignee or any
mortgage upon the fee of the Demised Premises. 17




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33.0 QUIET ENJOYMENT: Landlord warrants that it has full right to execute and to perform this Lease
and to grant the estate demised, and that Tenant, upon payment of the rents and
other amounts due and the performance of all the terms, conditions, covenants
and agreements on Tenants part to be observed and performed under this Lease,
may peaceably and quietly enjoy the Demised Premises for the business uses
permitted hereunder, subject, nevertheless, to the terms and conditions of this
Lease. 34.0 RECORDING: Tenant shall not record this Lease without the written consent of Landlord.
However, upon the request of either party hereto, the other party shall join in
the execution of the Memorandum lease for the purposes of recordation. Said
Memorandum lease shall describe the parties, the Demised Premises and the term
of the Lease and shall incorporate this Lease by reference. This Article 34.0
shall not be construed to limit Landlords right to file this Lease. 35.0 CONSENTS: Whenever provision is made under this Lease for either party securing the
consent or approval by the other party, such consent or approval shall only be
in writing. 36.0 DEFAULT RATE: Any sums due from either party to the other shall, if not paid within ten (10)
days of the date due, bear interest at the Default Rate from the date due to
the date paid. 37.0 GENERAL:  a.
    
    The Lease does not create the relationship of principal and agent
or of partnership or of joint venture or of any association between
Landlord and Tenant, the sole relationship between the parties hereto
being that of Landlord and Tenant.b.
    
    No waiver of any default of Tenant hereunder shall be implied from
any omission by Landlord to take any action on account of such default
if such default persists or is repeated, and no express waiver shall
affect any default other than the default specified in the express
waiver and that only for the time and to the extent therein stated. One
or more waivers by Landlord shall not then be construed as a waiver of
a subsequent breach of the same covenant, term or condition. The
consent or approval by Landlord of any act by Tenant requiring
Landlords consent or approval shall not waive or render unnecessary
Landlords consent to or approval of any subsequent similar act by
Tenant. No action required or permitted to be taken by or on behalf of
Landlord under the terms or provisions of this Lease shall be deemed to
constitute an eviction or disturbance of Tenants possession of the
Demised Premises. All preliminary negotiations are merged into and
incorporated in this Lease. The laws of the State of Minnesota shall
govern the validity, performance and enforcement of this Lease.c.
    
    This Lease and the exhibits, if any, attached hereto and forming a
part hereof, constitute the entire agreement between Landlord and
Tenant affecting the Demised Premises and there are no 18




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other agreements, either oral or written, between them other than herein
set forth. No subsequent alteration, amendment, change or addition to
this Lease shall be binding upon Landlord or Tenant unless reduced to
writing and executed in the same form and manner in which this Lease is
executed.d.
    
    If any agreement, covenant or condition of this Lease or the
application thereof to any person or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Lease, or the
application of such agreement, covenant or condition to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby and each agreement,
covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.e.
    
    The captions are inserted only as a matter of convenience and
for reference, and in no way define, limit or describe the scope of
this Lease nor the intent or any provision thereof.f.
    
    Submission of this instrument to Tenant or proposed Tenant or his
agents or attorneys for examination, review, consideration or signature
does not constitute or imply an offer to lease, reservation of space,
or option to lease, and this instrument shall have no binding legal
effect until execution hereof by both Landlord/Owner and Tenant or its
agents. 38.0 LITIGATION COSTS: If either party hereto initiates litigation (including without limitation a
reference proceeding under Section 22 hereof) to enforce the provisions of this
Lease against the other party, the prevailing party in such litigation shall be
entitled to reimbursement from the non-prevailing party of all reasonable and
documented costs and expenses, including reasonable attorneys fees, paid or
incurred by the prevailing party in connection with such litigation. The term
prevailing party shall be defined to mean the party whose position in such
litigation is substantially upheld in a final, non-appealable judgment rendered
in such action. 39.0 TENANT CONTENCIES: The obligations of Tenant hereunder shall be contingent upon the following:  (i)
    
    Tenant obtaining at Landlords costs (not to exceed
$2,000.00), a Phase I Environmental Site Assessment of the Building
and the Property prepared by an environmental consultant reasonably
acceptable to Tenant (the Phase I Report), and approval of such
Phase I Report by Tenant within thirty (30) days from the date
hereof; and(ii)
    
    Closing on the acquisition by Tenant of the Intermittent
Testing Business Assets of Diametrics Medical, Inc., a Minnesota
corporation within ninety (90) days of the date hereof. In the event that either of the contingencies described above is not satisfied
within the applicable contingency period set forth above or, if no period is
specified by the Commencement Date, Tenant may terminate this Lease by written
notice to Landlord prior to the expiration of the applicable contingency
period. 19




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40.0 TENANT IMPROVEMENT ALLOWANCE: Landlord will provide a Fifty Thousand and 00/100 Dollar ($50,000.00) cash
allowance to Tenant for Tenant Improvements (the Tenant Improvement
Allowance). The Tenant Improvement Allowance shall be used to reimburse Tenant
for the cost of improvements to the Demised Premises which have been approved
by Landlord, either prior to or after the Commencement Date, upon presentation
of lien waivers all the work having a cost in excess of $1,000.00. IN WITNESS WHEREOF, the Landlord and the Tenant have executed this lease
in form and manner sufficient to bind them at law, as of the day and year first
above written, LANDLORD:
    
    TENANT:ROSEVILLE PROPERTIES MANAGEMENT
COMPANY, as agent for COMMERS-KLODT
PARTNERSHIP
    
    INTERNATIONAL TECHNIDYNE CORPORATION
 /s/ Daniel P. Commers
    
    /s/ Lawrence CohenSignature
    
    SignatureDANIEL P. COMMERS
    
    LAWRENCE COHENName (Print)
    
    Name (Print)President
    
    PresidentTitle
    
    Title9/26/03
    
    Sept 26, 2003Date Signed
    
    Date Signed
 20




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(FLOOR PLAN)




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EXHIBIT A-l LEGAL Lot
1, Block 1, Patton Business Second Addition, according to the recorded
plat thereof, Ramsey County, Minnesota.




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(FLOOR PLAN)




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(EXHIBIT C) 2640-2680 Patton Road, Roseville Business Commons 2003 ESTIMATED COMMON AREA MAINTENANCE (CAM) EXPENSES Bldg. SF: 77707 $/Year
    
    $/SF/Yr
    
    RationaleProperty/Liability Insurance
    
    $
    9,474
    
    
    $
    0.12
    
    
    Annual premiumSnow Removal
    
    $
    5,500
    
    
    $
    0.07
    
    
    Nov-March contract plus salt/sandLawn Care/Irrigation Repairs
    
    $
    4,000
    
    
    $
    0.05
    
    
    April-October contract Plant replacementRoof Maintenance
    
    $
    2,000
    
    
    $
    0.03
    
    
    Repairs, inspectionParking Lot Maintenance
    
    $
    600
    
    
    $
    0.01
    
    
    Repairs, sweeping, stripingBuilding Repairs
    
    $
    800
    
    
    $
    0.01
    
    
    EstimateWindow Cleaning
    
    $
    450
    
    
    $
    0.01
    
    
    2x/year- exterior onlyMaintenance Labor
    
    $
    1,540
    
    
    $
    0.02
    
    
    Estimate 4 hrs./month @ $32/hrs.HVAC Scheduled Maintenance
    
    $
    4,800
    
    
    $
    0.06
    
    
    4x/year inspec/tilters + condens cleanMaintenance Supplies
    
    $
    350
    
    
    $
    0.00
    
    
    EstimatePest Control
    
    $
    400
    
    
    $
    0.01
    
    
    Contract serviceExterior Lighting
    
    $
    1,400
    
    
    $
    0.02
    
    
    EstimateFireSprinkler Alarm Monitoring
    
    $
    1,500
    
    
    $
    0.02
    
    
    Monitor contract/phones/inspection &  extinguishAdministration/Management Fees
    
    $
    45,000
    
    
    $
    0.58
    
    
    Estimate on % of collected rentsTOTALS:
    
    $
    77,814
    
    
    $
    1.00 /SF/Yr
 ***Sewer/Water billed quarterly 2003 Est. Property Tax: $1.97 /SF/Yr