PHG/JKB/kk
7/18/98

                                 LEASE AGREEMENT


          THIS LEASE is executed  this 19th day of August,  1998, by and between
DUKE REALTY MINNESOTA,  LLC, a Minnesota limited liability company ("Landlord"),
and LULL INTERNATIONAL, INC., a Delaware corporation ("Tenant").

                                   WITNESSETH:

                          ARTICLE 1 - LEASE OF PREMISES

          Section 1.01.  Basic Lease Provisions and Definitions.

A.        Leased Premises  Address:  2444  Enterprise  Drive,  Mendota  Heights,
          Minnesota  55120 (the  "Building");  located in Enterprise  Industrial
          Center (the "Park");

B.        Rentable Area: approximately 39,648 square feet;

          Landlord shall use  commercially  reasonable  standards,  consistently
          applied, in determining the Rentable Area and the rentable area of the
          Building.  The Rentable  Area shall include the area within the Leased
          Premises  plus a pro rata  portion  of the area  covered by the common
          areas within the Building,  as reasonably  determined by Landlord from
          time to time.  Landlord's  determination of Rentable Area made in good
          faith shall conclusively be deemed correct for all purposes hereunder,
          including without limitation the calculation of Tenant's Proportionate
          Share and Tenant's Minimum Annual Rent.

C.        Tenant's Proportionate Share: 23.92%;

D.        Annual Base Rent:

               10/01/98 - 09/30/99              $119,736.96
               10/01/99 - 09/30/01              $151,058.88 per year
               10/01/01 - 09/30/04              $160,970.88 per year;

E.        Monthly Rental Installments:

               10/01/98 - 09/30/99              $  9,978.08 per month
               10/01/99 - 09/30/01              $ 12,588.24 per month
               10/01/01 - 09/30/04              $ 13,414.24 per month;

F.        Term:  Six (6) years;

G.        Commencement Date:  October 1, 1998;

H.        Security Deposit:  $13,400.00;

I.        Guarantor:  None;

J.        Broker:   Duke  Realty  Services  Limited   Partnership   representing
          Landlord;

          Duke Realty Services  Limited  Partnership will not share the broker's
          compensation with other brokers who may represent Tenant.  Landlord is
          solely  responsible  for Duke Realty  Services  Limited  Partnership's
          brokerage compensation and will hold Tenant harmless therefrom.


<PAGE>

K.        Permitted  Use:  Office and  Warehouse  Use  including for example and
          without   limitation   for   stocking,    service   training,    light
          manufacturing, painting and subassembly operations (provided, however,
          that in the event Tenant uses the Leased  Premises for  painting,  the
          same shall be done in a paint booth in a location mutually agreed upon
          by both Landlord and Tenant);

L.        Addresses for notices:

          Landlord:       Duke Realty Minnesota, LLC
                          856 Fifth Street South
                          Hopkins, MN  55343-7750

          Tenant:         Lull International, Inc.
                          2444 Enterprise Drive
                          Mendota Heights, MN  55120

          With a
          Copy to:        OmniQuip International, Inc.
                          222 East Main Street
                          Port Washington, WI  53074

          Address for rental and other payments:

                          Duke Realty Minnesota, LLC
                          NW 7210
                          P.O. Box 1450
                          Minneapolis, MN  55485-7210

          Section 1.02.  Leased  Premises.  Landlord hereby leases to Tenant and
Tenant  leases from  Landlord,  subject to all of the terms and  conditions  set
forth  herein,  that  portion  of the  Building  described  in the  Basic  Lease
Provisions  consisting of approximately 39,648 rentable square feet and outlined
on Exhibit A attached  hereto (the "Leased  Premises").  Landlord also grants to
Tenant,  together  with and subject to the rights  granted  from time to time by
Landlord to other tenants and  occupants of the  Building,  the right to use the
common  areas and parking  area  adjoining  the  Building.  Notwithstanding  the
foregoing sentence, Landlord grants to Tenant and its customers and invitees the
right to exclusive  use of not less than fifty percent (50%) of the parking area
to the east of the Leased Premises.  In the event parking issues arise, Landlord
and Tenant  hereby agree to work  together in good faith to resolve said parking
issues.

                         ARTICLE 2 - TERM AND POSSESSION

          Section 2.01. Term. The term of this Lease ("Lease Term") shall be the
period of time specified in the Basic Lease Provisions and shall commence on the
Commencement  Date  described  in the Basic  Lease  Provisions.  Upon  tender of
possession  of the Leased  Premises  to Tenant,  Tenant  shall have the right to
inspect the same and provided the Leased Premises are in the condition  required
by the Lease,  Tenant agrees to execute a letter of understanding  acknowledging
(i) the  Commencement  Date of this Lease, and (ii) that Tenant has accepted the
Leased  Premises for  occupancy  and that the  condition of the Leased  Premises
(including any tenant finish improvements  constructed thereon) and the Building
was at the time satisfactory and in conformity with the provisions of this Lease
in all respects. 

                                      -2-

<PAGE>


Such letter of understanding  shall become a part of this Lease. If Tenant takes
possession of and occupies the Leased  Premises,  Tenant shall be deemed to have
accepted the Leased Premises as described above, even though Tenant may not have
executed the letter of understanding.

          Section  2.02.   Construction  of  Tenant  Improvements.   Tenant  has
personally  inspected  the Leased  Premises and accepts the same "as is" without
representation  or  warranty  by Landlord  of any kind,  except  Landlord  shall
construct  in a good and  workmanlike  manner  the  improvements  in the  Leased
Premises in accordance  with Tenant's  plans and  specifications  which shall be
mutually  agreed upon by both Landlord and Tenant and attached hereto as Exhibit
B,  in  an  amount  not  to  exceed  Fifty-nine  Thousand  Dollars  ($59,000.00)
("Landlord's   Allowance").   Landlord   agrees   to   competitively   bid  such
improvements.  In the event Landlord receives a bid from a qualified,  reputable
general  contractor  capable  of  performing  the  work on the  improvements  as
provided herein, and such bid is less than Fifty Thousand Dollars  ($50,000.00),
Tenant shall be entitled to add additional work to the improvements set forth in
Exhibit B up to a total  cost of Fifty  Thousand  Dollars  ($50,000.00).  Tenant
hereby acknowledges and agrees that all costs in excess of Landlord's  Allowance
(in  an  amount  not  to  exceed  Twenty-five  Thousand  Dollars   ($25,000.00))
("Amortized  Amount")  will be amortized at an interest  rate of eleven  percent
(11%)  per annum and paid by  Tenant  as  Additional  Rent over the Lease  Term;
provided,  that such excess  costs  shall be in  conformity  with  Exhibit B and
mutually  agreed upon by both  Landlord  and Tenant.  Any costs in excess of the
Amortized  Amount shall be paid by Tenant to Landlord within thirty (30) days of
Tenant's receipt of Landlord's  invoice therefor.  In addition,  Landlord hereby
agrees to upgrade the existing  sprinkler system in the Building,  at Landlord's
sole expense.

          Section  2.03.  Surrender  of the  Premises.  Upon the  expiration  or
earlier termination of this Lease, or upon the exercise by Landlord of its right
to  re-enter  the Leased  Premises  (as a result of  Tenant's  default)  without
terminating this Lease,  Tenant shall immediately  surrender the Leased Premises
to Landlord, in broom-clean  condition and in good order,  condition and repair,
except for ordinary  wear and tear and damage  which Tenant is not  obligated to
repair.  Tenant shall also remove its personal property,  trade fixtures and any
of Tenant's  alterations  designated  by  Landlord;  promptly  repair any damage
caused by such  removal;  and  restore  the  Leased  Premises  to the  condition
existing prior to the  installation of the items so removed.  If Tenant fails to
do so,  Landlord may restore the Leased  Premises to such  condition at Tenant's
expense,  and Landlord may cause all of said  property to be removed at Tenant's
expense,  and Tenant  hereby  agrees to pay all the costs and  expenses  thereby
reasonably incurred. All property of Tenant which is not removed within ten (10)
days following  Landlord's written demand therefor shall be conclusively  deemed
to have been  abandoned by Tenant,  and Landlord shall be entitled to dispose of
such property without thereby incurring any liability to Tenant.  The provisions
of this section shall survive the expiration or other termination of this Lease.


                                       -3-


<PAGE>

          Section 2.04. Holding Over. If Tenant retains possession of the Leased
Premises after the expiration or earlier termination of this Lease, Tenant shall
become a tenant from month to month at 200% of the Monthly Rental Installment in
effect at the end of the Lease Term (plus Additional Rent as provided in Article
3  hereof),  and  otherwise  upon the terms,  covenants  and  conditions  herein
specified,  so far as  applicable.  Acceptance  by  Landlord  of rent after such
expiration or earlier  termination  shall not result in a renewal of this Lease,
and Tenant  shall  vacate and  surrender  the Leased  Premises to Landlord  upon
Tenant  being given  thirty  (30) days prior  written  notice  from  Landlord to
vacate.

                                ARTICLE 3 - RENT

          Section 3.01.  Base Rent.  Tenant shall pay to Landlord as Annual Base
Rent for the Leased  Premises the sum  specified in the Basic Lease  Provisions,
payable in equal consecutive Monthly Rental  Installments,  in advance,  without
deduction  or offset,  beginning on the  Commencement  Date and on or before the
first day of each and every calendar month thereafter during the Lease Term. The
Monthly Rental  Installment for partial  calendar months shall be prorated based
on the number of days  during the month this Lease was in effect in  relation to
the total number of days in such month.

          Section  3.02.  Additional  Rent.  In addition to the Annual Base Rent
specified in this Lease, Tenant agrees to pay to Landlord for each calendar year
during the Lease Term, as "Additional  Rent," Tenant's  Proportionate  Share (as
described  in the Basic Lease  Provisions)  of all costs,  charges and  expenses
incurred by Landlord  during the Lease Term for Real Estate Taxes and  Operating
Expenses for the Building and  appurtenant  common areas  (collectively  "Common
Area Charges").

          "Operating  Expenses"  shall  mean  all  of  Landlord's  expenses  for
operation, repair, replacement and maintenance as necessary to keep the Building
and appurtenant common areas in good order,  condition and repair (including all
additional  direct  costs and  expenses  of  operation  and  maintenance  of the
Building  which  Landlord  reasonably  determines it would have paid or incurred
during such year if the Building had been fully  occupied),  including,  but not
limited to, service and other charges  incurred in the operation and maintenance
of the electrical systems, heating, ventilation and air conditioning systems and
sprinkler and plumbing systems; management fees; utilities; stormwater discharge
fees; license,  permit,  inspection and other fees;  environmental and pollution
testing and consultation fees related thereto;  fees and assessments  imposed by
any covenants or owners'  association;  tools and supplies;  security  services;
insurance  premiums;  and  maintenance  and repair of the  driveways and parking
areas (including snow removal), exterior lighting facilities,  landscaped areas,
walkways,  curbs,  drainage  strips,  sewer lines,  exterior walls,  foundation,
structural frame, roof and gutters.

          "Real  Estate  Taxes"  shall  include  any form of real  estate tax or
assessment,  general, special,  ordinary or extraordinary,  and any license fee,
commercial  rental  tax,  improvement  bond or bonds,  levy or tax  (other  than
inheritance,  personal  income or estate  taxes)  imposed  upon the Building and
common areas (or against Landlord's  business of leasing the Building,  provided


                                      -4-
<PAGE>


such taxes are in lieu of standard Real Estate  Taxes) by any  authority  having
the  direct or  indirect  power to tax,  together  with  costs and  expenses  of
contesting the validity or amount of Real Estate Taxes.

          Tenant shall pay, prior to delinquency, all taxes assessed against and
levied  upon  trade  fixtures,  furnishings,  equipment  and all other  personal
property of Tenant  contained in the Leased Premises or elsewhere.  Tenant shall
cause such trade fixtures, furniture,  equipment and all other personal property
to be assessed and billed separately from the Leased Premises.

          Section 3.03. Payment of Additional Rent.  Landlord shall estimate the
total amount of  Additional  Rent to be paid by Tenant during each calendar year
of the Lease Term,  whereupon  commencing on the Commencement Date, Tenant shall
pay to Landlord each month,  at the same time the Monthly Rental  Installment is
due, an amount equal to one-twelfth (1/12) of the estimated  Additional Rent for
such year.  Within ninety (90) days after the end of each  calendar  year, or as
soon afterward as is practicable, Landlord shall submit to Tenant a statement of
the actual  amount of such  Additional  Rent and within  thirty  (30) days after
receipt of such  statement,  Tenant shall pay any deficiency  between the actual
amount owed and the estimates paid during such calendar year, or in the event of
overpayment,  Landlord  shall credit the amount of such  overpayment  toward the
next  installments  of Base Rent. To the extent that the Lease Term includes any
partial  calendar  years,  the Additional Rent included in this section shall be
prorated based upon the number of days in such calendar year included within the
Lease Term divided by 360.  Tenant may, by notice to Landlord within thirty (30)
days after Landlord's notice of the actual amount of Additional Rent, require an
audit of  Landlord's  books and  records  relating  to  Additional  Rent for the
preceding  calendar  year.  Landlord  shall have the option of either  providing
Tenant with an audit prepared by an independent  certified public  accountant or
allowing  Tenant  access  to  Landlord's  books  and  records  for  purposes  of
performing the audit. If the audit indicates Landlord has overstated  Additional
Rent by more than five percent (5%), Landlord shall pay the cost of the audit in
an amount not to exceed Five Thousand Dollars ($5,000.00).

          Section 3.04.  Late  Charges.  Tenant  acknowledges  that Landlord may
incur  certain   additional   unanticipated   costs  and   expenses,   including
administrative  costs and  attorneys'  fees,  if Tenant  fails to timely pay any
payment  required  hereunder.  Therefore,  as  compensation  for such additional
expenses, and in addition to the other remedies available to Landlord hereunder,
if any payment of Minimum Rent or any other sum or charge required to be paid by
Tenant to Landlord hereunder shall become overdue for a period of ten (10) days,
a late  charge  of three  percent  (3%) of the  payment  so due shall be paid by
Tenant as  additional  rent.  In addition,  if Tenant fails to pay within thirty
(30) days after the same is due and  payable  any sum or charge  required  to be
paid by Tenant to Landlord,  such unpaid amount shall bear interest from the due
date  thereof to the date of payment  at the rate of fifteen  percent  (15%) per
annum.

                                      -5-

<PAGE>

                          ARTICLE 4 - SECURITY DEPOSIT

          Tenant,  upon execution of this Lease, shall deposit with Landlord the
Security  Deposit as specified in the Basic Lease Provisions as security for the
full and  faithful  performance  by Tenant of all of the terms,  conditions  and
covenants  contained  in this  Lease  on the  part of  Tenant  to be  performed,
including  but not limited to the payment of the rent. In the event of a default
by Tenant of any term,  condition  or covenant  herein  contained,  Landlord may
apply all or any part of such security deposit to curing all or any part of such
default; and Tenant agrees to promptly, upon demand, deposit such additional sum
with  Landlord as may be required  to maintain  the full amount of the  security
deposit.  All sums held by Landlord  pursuant to this  section  shall be without
interest.  At the end of the Lease Term,  provided that there is then no uncured
default, Landlord shall return the security deposit to Tenant.

                                 ARTICLE 5 - USE

          Section 5.01. Use of Leased  Premises.  The Leased  Premises are to be
used by Tenant  solely as  provided in the Basic  Lease  Provisions,  and for no
other purposes without the prior written consent of Landlord.

          Section 5.02.  Covenants of Tenant  Regarding Use. In connection  with
its use of the Leased Premises, Tenant agrees to do the following:

          (a) Tenant shall (i) use and maintain the Leased  Premises and conduct
its business  thereon in a safe,  careful,  reputable  and lawful  manner,  (ii)
comply with all laws, rules,  regulations,  orders,  ordinances,  directions and
requirements of any governmental  authority or agency, now in force or which may
hereafter be in force,  including  without  limitation  those which shall impose
upon Landlord or Tenant any duty with respect to or triggered by a change in the
use or occupation of, or any improvement or alteration to, the Leased  Premises,
and  (iii)  comply  with and obey all  reasonable  directions  of the  Landlord,
including any Rules and Regulations that may be adopted by Landlord from time to
time.

          (b) Tenant  shall not (i) use the  Leased  Premises  for any  unlawful
purpose  or act,  (ii)  commit  or permit  any  waste or  damage  to the  Leased
Premises,  (iii) store any inventory,  equipment or any other materials  outside
the Leased Premises (except as otherwise provided herein),  or (iv) do or permit
anything to be done in or about the Leased Premises or appurtenant  common areas
which constitutes a nuisance or which will in any way obstruct or interfere with
the rights of other  tenants or  occupants  of the  Building  or injure or annoy
them.  Landlord  acknowledges  that Tenant may, from time to time, use the areas
outside of the Leased Premises for temporary staging of equipment,  inventory or
other  materials  and Landlord  consents to such use,  provided  that (i) Tenant
gives  Landlord  prior written  notice  thereof,  and (ii) such  activities  are
conducted in a location  mutually  agreed upon by Landlord and Tenant and are in
compliance with all other terms of the Lease.  Landlord shall not be responsible
to Tenant for the nonperformance by any other tenant or occupant of the Building
of its lease or of any Rules and Regulations.

                                      -6-
<PAGE>


          (c) Tenant shall not overload the floors of the Leased  Premises as to
cause damage to the floor.  The designed floor load capacity is 3,000 pounds per
square foot. All damage to the floor structure or foundation of the Building due
to improper  positioning  or storage of items or materials  shall be repaired by
Landlord at the sole expense of Tenant, who shall reimburse Landlord immediately
therefor upon demand.

          (d)  Tenant  shall not use the  Leased  Premises,  or allow the Leased
Premises to be used, for any purpose or in any manner which would, in Landlord's
opinion,  invalidate  any policy of insurance  now or  hereafter  carried on the
Building or increase the rate of premiums payable on any such insurance  policy.
Should  Tenant fail to comply with this  covenant,  Landlord may, at its option,
require  Tenant to stop  engaging in such  activity or to reimburse  Landlord as
Additional  Rent for any  increase in premiums  charged  during the term of this
Lease  on  the  insurance  carried  by  Landlord  on  the  Leased  Premises  and
attributable to the use being made of the Leased Premises by Tenant.

          (e)  Tenant  may,  at its own  expense,  erect a sign  concerning  its
business  which  shall be in  keeping  with the  decor  and  other  signs on the
Building,  provided  that such sign is first  approved  by  Landlord in writing,
which approval  shall not be  unreasonably  withheld.  Landlord's  approval,  if
given,  may be  conditioned  upon such  reasonable  criteria as  Landlord  deems
appropriate to maintain the area in a neat and attractive manner.  Tenant agrees
to maintain any sign in good state of repair,  and upon  expiration of the Lease
Term,  Tenant shall promptly remove the sign and repair any resulting  damage to
the Leased Premises or Building.

           Section 5.03.  Landlord's  Rights  Regarding  Use. In addition to the
rights  specified  elsewhere in this Lease,  Landlord  shall have the  following
rights regarding the use of the Leased Premises or the appurtenant  common areas
by Tenant, its employees,  agents,  customers and invitees, each of which may be
exercised without notice or liability to Tenant:

          (a) Landlord may install such signs, advertisements, notices or tenant
identification information as it shall deem necessary or proper.

          (b)  Landlord  shall have the right at any time to change or otherwise
alter the appurtenant common areas.  Landlord may control the appurtenant common
areas in such manner as it deems  necessary  or proper,  provided  that the same
shall not materially impair Tenant's rights under the Lease.  Landlord agrees to
use  commercially   reasonable   efforts  not  to  interrupt  Tenant's  business
operations in the exercise of its rights hereunder.

          (c)  Landlord or  Landlord's  agent shall be  permitted  to inspect or
examine the Leased  Premises at any  reasonable  time and upon prior  reasonable
notice to Tenant,  except in the event of an  emergency  in which case no notice
shall be required,  and Landlord shall have the right to make any repairs to the
Leased  Premises which are necessary for its  preservation;  provided,  however,
that any  repairs  made by  Landlord  shall be at  Tenant's  expense,  except as
provided  in Section  7.01  hereof.  If Tenant is not present to open and permit
such entry into the Leased  Premises at any time when such entry is necessary or
permitted hereunder,  Landlord and its employees and agents may enter the 

                                      -7-
<PAGE>

Leased Premises by means of a master or pass key or otherwise, provided Landlord
has used reasonable efforts to notify Tenant as required  hereunder.  Except for
loss or  damage  caused  by its  gross  negligence  or  intentional  misconduct,
Landlord shall incur no liability to Tenant for such entry, nor shall such entry
constitute  an eviction  of Tenant or a  termination  of this Lease,  or entitle
Tenant to any abatement of rent therefor.  Landlord  agrees to use  commercially
reasonable  efforts  not  to  interrupt  or  interfere  with  Tenant's  business
operations in the exercise of its rights hereunder.

                       ARTICLE 6 - UTILITIES AND SERVICES

          Tenant  shall  obtain in its own name and shall  pay  directly  to the
appropriate  supplier the cost of all utilities and services  serving the Leased
Premises,  including but not limited to:  natural gas, heat,  light,  electrical
power,  telephone,  janitorial service,  refuse disposal and other utilities and
services.  However,  if any services or utilities are jointly metered with other
property,   Landlord   shall  make  a  reasonable   determination   of  Tenant's
proportionate  share of the cost of such utilities and services and Tenant shall
pay such share to Landlord  within fifteen (15) days after receipt of Landlord's
written  statement.  Except  for  damage  or  interruption  caused  by the gross
negligence  or  intentional  misconduct  of Landlord,  its agents or  employees,
Landlord  shall  not be  liable in  damages  or  otherwise  for any  failure  or
interruption  of any utility  service or other  service  furnished to the Leased
Premises;  and no such failure or interruption shall entitle Tenant to terminate
this Lease or withhold sums due hereunder.

                       ARTICLE 7 - MAINTENANCE AND REPAIRS

          Section  7.01.  Landlord's  Responsibility.  During  the  term of this
Lease,  Landlord  shall  maintain in good  condition  and repair the  electrical
systems,  heating and air conditioning systems,  sprinkler and plumbing systems,
roof,  exterior walls,  foundation and structural  frame of the Building and the
parking and landscaped  areas, the costs of which shall be included in Operating
Expenses;  provided,  however,  that to the  extent any of the  foregoing  items
require  repair because of the  negligence,  misuse,  or default of Tenant,  its
employees,  agents,  customers or invitees,  Landlord shall make such repairs at
Tenant's expense.

          Section  7.02.  Alterations.  Tenant  shall not permit  structural  or
non-structural  alterations or additions in or to the Leased Premises unless and
until the plans have been approved by Landlord in writing,  which approval shall
not be  unreasonably  withheld.  As a condition of such  approval,  Landlord may
require Tenant to remove the  alterations  and restore the Leased  Premises upon
termination of this Lease;  otherwise,  all such  alterations  or  improvements,
except  movable  office  furniture and equipment  and trade  fixtures,  shall at
Landlord's option become a part of the realty and the property of Landlord,  and
shall not be removed by Tenant. If Landlord consents to Tenant's  performance of
alterations  or additions to the Leased  Premises,  Tenant shall ensure that all
alterations and  improvements  which are made or  necessitated  thereby shall be
made in accordance with all applicable laws,  regulations and building codes, in
a good  and  workmanlike  manner  and in  quality  equal to or  better  than the
original  construction  of the 

                                      -8-

<PAGE>

Building.  Landlord's approval of the plans, specifications and working drawings
for Tenant's alterations shall create no responsibility or liability on the part
of Landlord for their completeness,  design sufficiency,  or compliance with all
laws,  rules and  regulations of governmental  agencies or  authorities.  Tenant
shall  indemnify and save harmless  Landlord from all costs,  loss or expense in
connection with any construction or installation. No person shall be entitled to
any lien directly or indirectly derived through or under Tenant or through or by
virtue  of any act or  omission  of  Tenant  upon the  Leased  Premises  for any
improvements or fixtures made thereon or installed  therein or for or on account
of any labor or material  furnished to the Leased  Premises or for or on account
of any matter or thing whatsoever;  and nothing in this Lease contained shall be
construed to  constitute  a consent by Landlord to the creation of any lien.  If
any lien is filed against the Leased Premises for work claimed to have been done
for, or material  claimed to have been furnished to, Tenant,  Tenant shall cause
such lien to be  discharged  of record  within  thirty (30) days after filing by
bonding or in any other lawful manner.  Tenant shall indemnify and save harmless
Landlord from all costs,  losses,  expenses,  and attorneys'  fees in connection
with any such lien.

                              ARTICLE 8 - CASUALTY

          Section 8.01.  Casualty.  In the event of total or partial destruction
of the  Building  or the Leased  Premises  by fire or other  casualty,  Landlord
agrees to promptly  restore  and repair the  Building  and the Leased  Premises;
provided,  however,  that Landlord's  obligation as to the interior finishing of
the Leased Premises shall be consistent with and limited in amount to Landlord's
Allowance  regarding the tenant finish  improvements as were originally required
to be made by Landlord,  if any. Any insurance  proceeds not used by Landlord in
restoring  or  repairing  the  Leased  Premises  shall be the sole  property  of
Landlord.  Rent  shall  proportionately  abate  during  the time that the Leased
Premises  or part  thereof  are  unusable  because of any such  damage  thereto.
Notwithstanding the foregoing,  if the Leased Premises are (i) so destroyed that
they cannot be repaired or rebuilt within one hundred eighty (180) days from the
date on which the  insurance  claim is adjusted or one (1) year from the date of
the  incident  causing  damage,  whichever  is earlier;  or (ii)  destroyed by a
casualty  which is not  covered  by the  insurance  required  hereunder  or,  if
covered,  such  insurance  proceeds are not released by any  mortgagee  entitled
thereto or are  insufficient  to rebuild the Building  and the Leased  Premises;
then,  in case of a clause (i) casualty,  either  Landlord or Tenant may, or, in
the case of a clause (ii)  casualty,  then  Landlord  may, upon thirty (30) days
written  notice to the other  party,  terminate  and cancel this Lease;  and all
further obligations hereunder shall thereupon cease and terminate.

          Section 8.02. Fire and Extended Coverage Insurance. During the term of
this Lease,  Landlord shall maintain fire and extended coverage insurance on the
Building,  but shall not protect Tenant's property on the Leased Premises;  and,
notwithstanding the provisions of Section 9.01, Landlord shall not be liable for
any damage to Tenant's property,  regardless of cause,  including the negligence
of Landlord and its employees,  agents,  and invitees.  Tenant hereby  expressly
waives  any right of  recovery  against  Landlord  (or any  other  tenant of the

                                      -9-

<PAGE>

Building)  for damage to any  property of Tenant  located in or about the Leased
Premises,   however  caused,  including  the  negligence  of  Landlord  and  its
employees,  agents, and invitees; and, notwithstanding the provisions of Section
9.01 below,  Landlord  hereby  expressly  waives any rights of recovery  against
Tenant  for  damage to the  Leased  Premises  or the  Building  which is insured
against under  Landlord's fire and extended  coverage  insurance.  All insurance
policies  maintained  by  Landlord  or Tenant as  provided  in this Lease  shall
contain an agreement by the insurer  waiving the insurer's  right of subrogation
against the other party to this Lease and  agreeing not to acquire any rights of
recovery which the insured has expressly waived prior to loss.

                         ARTICLE 9 - LIABILITY INSURANCE

          Section 9.01. Tenant's Responsibility. Landlord shall not be liable to
Tenant or to any other  person for (i) damage to  property or injury or death to
persons  due to the  condition  of the  Leased  Premises,  the  Building  or the
appurtenant common areas, or (ii) the occurrence of any accident in or about the
Leased Premises or the appurtenant  common areas, or (iii) any act or neglect of
Tenant or any other tenant or occupant of the  Building or of any other  person,
unless  such  damage,  injury or death is  directly  and  solely  the  result of
Landlord's  negligence;  and Tenant  hereby  releases  Landlord from any and all
liability  for the same.  Tenant  shall be liable for, and shall  indemnify  and
defend Landlord and hold it harmless from, any and all liability for (i) any act
or neglect of Tenant and any person coming on the Leased Premises or appurtenant
common  areas by the license of Tenant,  express or implied,  (ii) any damage to
the  Leased  Premises,  and (iii) any loss of or damage or injury to any  person
(including death resulting  therefrom) or property occurring in, on or about the
Leased Premises, regardless of cause, except for any loss or damage from fire or
casualty  insured as provided in Section 8.02 and except for that caused  solely
and directly by Landlord's  negligence.  Notwithstanding  the foregoing,  Tenant
shall bear the risk of any loss or damage to its property as provided in Section
8.02.

          Section 9.02. Tenant's  Insurance.  Tenant, in order to insure against
the liabilities  specified in this Lease,  shall at all times during the term of
this Lease carry,  at its own expense,  one or more  policies of general  public
liability  and  property  damage  insurance,  issued  by one or  more  insurance
companies acceptable to Landlord, with the following minimum coverages:

A.        Worker's Compensation: minimum statutory amount.

B.        Comprehensive   General  Liability   Insurance,   including   blanket,
          contractual  liability,  broad form property damage,  personal injury,
          completed  operations,  products liability,  and fire damage: Not less
          than  $1,000,000  Combined  Single  Limit for both  bodily  injury and
          property damage.

C.        Fire and Extended  Coverage,  Vandalism  and Malicious  Mischief,  and
          Sprinkler  Leakage  insurance,  if  applicable,  for the full  cost of
          replacement of Tenant's property.

D.        Business interruption insurance.


                                      -10-

<PAGE>


The  insurance  policy or policies  shall  protect  Tenant and Landlord as their
interests  may  appear,  naming  Landlord  and  Landlord's  managing  agent  and
mortgagee  as  additional  insureds,  and  shall  provide  that  they may not be
cancelled on less than thirty (30) days prior written notice to Landlord. Tenant
shall furnish  Landlord with  Certificates of Insurance  evidencing all required
coverage.  Should Tenant fail to carry such insurance and furnish  Landlord with
such Certificates of Insurance after a request to do so, Landlord shall have the
right to obtain  such  insurance  and collect  the cost  thereof  from Tenant as
additional rent.

                           ARTICLE 10 - EMINENT DOMAIN

          If all or any substantial  part of the Building or appurtenant  common
areas  shall be  acquired  by the  exercise  of  eminent  domain,  Landlord  may
terminate this Lease by giving written notice to Tenant within fifteen (15) days
after possession  thereof is so taken. If all or any part of the Leased Premises
shall be  acquired by the  exercise of eminent  domain in such a manner that the
Leased  Premises shall become unusable by Tenant for the purpose for which it is
then being used,  Tenant may terminate  this Lease by giving  written  notice to
Landlord  within  fifteen (15) days after  possession of the Leased  Premises or
part thereof is so taken. Tenant shall have no claim against Landlord on account
of any such  acquisition  for the value of any  unexpired  lease term  remaining
after  possession  of the Leased  Premises is taken.  All damages  awarded shall
belong to and be the sole property of Landlord;  provided,  however, that Tenant
shall be  entitled  to any award  expressly  made to Tenant by any  governmental
authority for the cost of or the removal of Tenant's property, including without
limitation its stock, equipment and fixtures and other moving expenses.

                      ARTICLE 11 - ASSIGNMENT AND SUBLEASE

          Tenant  shall not assign  this Lease or sublet the Leased  Premises in
whole or in part without  Landlord's prior written consent,  which consent shall
not be  unreasonably  withheld.  In the event of any  assignment or  subletting,
Tenant  shall  remain  primarily  liable to  perform  all of the  covenants  and
conditions contained in this Lease, including but not limited to payment of Base
Rent and  Additional  Rent as provided  herein.  The acceptance of rent from any
other person shall not be deemed to be a waiver of any of the provisions of this
Lease or to be a consent to the  assignment  of this Lease or the  subletting of
the Leased Premises.

          Without in any way limiting  Landlord's  right to refuse to consent to
any  assignment  or  subletting  of this Lease,  Landlord  reserves the right to
refuse to give such consent if in Landlord's  discretion and opinion (i) the use
of the Leased  Premises  is or may be in any way  adversely  affected;  (ii) the
business   reputation   of  the   proposed   assignee  or  subtenant  is  deemed
unacceptable; or (iii) the financial worth of the proposed assignee or subtenant
is  insufficient  to meet the  obligations  hereunder  or is less  than  that of
Tenant.  Landlord  further  expressly  reserves  the right to refuse to give its
consent to any  subletting  if (i) the proposed rent is to be less than the then
current rent for similar premises in the Building,  or (ii) the proposed rent is
to be less than the  current  rent  


                                      -11-

<PAGE>


payable by Tenant  under the Lease.  Tenant  agrees to  reimburse  Landlord  for
reasonable  accounting  and  attorneys'  fees incurred in  conjunction  with the
processing  and  documentation  of  any  such  requested  transfer,  assignment,
subletting or any other  hypothecation of this Lease or Tenant's interest in and
to the Leased Premises.

                       ARTICLE 12 - TRANSFERS BY LANDLORD

          Section  12.01.  Sale and  Conveyance of the Building.  Landlord shall
have the right to sell and convey the  Building  at any time  during the term of
this Lease,  subject only to the rights of Tenant  hereunder;  and such sale and
conveyance shall operate to release Landlord from liability  hereunder after the
date of such conveyance.

          Section 12.02. Subordination and Estoppel Certificate.  Landlord shall
have the right to subordinate this Lease to any mortgage  presently  existing or
hereafter  placed upon the Building by so declaring  in such  mortgage;  and the
recording  of any such  mortgage  shall make it prior and superior to this Lease
regardless of the date of execution or recording of either document.  Within ten
(10) days following  receipt of a written  request from  Landlord,  Tenant shall
execute and deliver to Landlord, without cost:

          (a) any  instrument  which Landlord may deem necessary or desirable to
confirm the  subordination  of this Lease.  If Tenant fails or refuses to do so,
Landlord may execute such instrument in the name and as the act of Tenant.

          (b) an estoppel  certificate  in such form as Landlord may  reasonably
request  certifying  (i)  that  this  Lease  is in full  force  and  effect  and
unmodified (or, if modified, stating the nature of such modification),  (ii) the
date to which  rent  has been  paid,  (iii)  that  there  are not,  to  Tenant's
knowledge,  any  uncured  defaults  (or  specifying  such  defaults  if any  are
claimed),  and (iv) any  other  matters  or state of facts  reasonably  required
respecting the Lease or Tenant's occupancy of the Leased Premises. Such estoppel
may be relied upon by Landlord  and by any  purchaser or mortgagee of all or any
part of the Building.  Tenant's  failure to deliver such  statement  within such
period  shall be  conclusive  upon  Tenant  that this Lease is in full force and
effect  and  unmodified  and that there are no uncured  defaults  in  Landlord's
performance hereunder.

          (c) Notwithstanding  the foregoing,  if the mortgagee shall take title
to the  Leased  Premises  through  foreclosure  or deed in lieu of  foreclosure,
Tenant  shall be allowed to continue  in  possession  of the Leased  Premises as
provided  for in this Lease so long as Tenant  shall not be in  default.  Tenant
shall,  in the event any proceedings are brought to foreclose any such mortgage,
attorn to the purchaser upon any such  foreclosure  and recognize such purchaser
as the landlord under this Lease.

          Section 12.03. Lender's Rights.  Landlord shall have the right, at any
time and from time to time, to notify Tenant in writing that Landlord has placed
a mortgage on the Building,  specifying  the identity of the Lender  ("Lender").
Following  receipt of such notice,  Tenant  agrees to give such Lender a copy of
any notice of default  served by Tenant on Landlord.  Tenant further agrees that
if  Landlord  fails to cure any default as

                                      -12-

<PAGE>

provided in Section  13.03 herein,  Lender shall have an additional  thirty (30)
days within which to cure such  default;  provided,  however,  that if the term,
condition,  covenant or obligation to be performed by Landlord is of such nature
that the same cannot reasonably be performed within such thirty-day period, such
default shall be deemed to have been cured if Lender  commences such performance
within said thirty-day period and thereafter diligently completes the same.

                         ARTICLE 13 - DEFAULT AND REMEDY

          Section 13.01. Default. The occurrence of any of the following shall
be deemed an "Event of Default":

          (a)  Tenant  shall  fail  to pay any  Monthly  Rental  Installment  or
Additional Rent within five (5) days after the same shall be due and payable, or
Tenant shall fail to pay any other  amounts due Landlord  from Tenant within ten
(10) days after the same shall be due and payable.

          (b) Tenant  shall fail to  perform  or  observe  any term,  condition,
covenant or  obligation  as  required  under this Lease for a period of ten (10)
days after notice thereof from Landlord;  provided,  however, that if the nature
of Tenant's  default is such that more than ten days are reasonably  required to
cure,  then such default shall be deemed to have been cured if Tenant  commences
such performance within said ten-day period and thereafter  diligently completes
the required action within a reasonable time.

          (c) Tenant shall vacate or abandon the Leased Premises for any
period, or fail to occupy the Leased Premises or any substantial portion thereof
for a period of thirty (30) days.

          (d) All or substantially all of Tenant's assets in the Leased Premises
or Tenant's  interest in this Lease are attached or levied under  execution (and
Tenant  does not  discharge  the same  within  sixty  (60) days  thereafter);  a
petition in  bankruptcy,  insolvency,  or for  reorganization  or arrangement is
filed by or  against  Tenant  (and  Tenant  fails to secure a stay or  discharge
thereof within sixty (60) days thereafter); Tenant shall be insolvent and unable
to pay its debts as they become due;  Tenant makes a general  assignment for the
benefit of creditors;  Tenant takes the benefit of any insolvency action or law;
the  appointment of a receiver or trustee in bankruptcy for Tenant or its assets
if such  receivership  has not been vacated or set aside within thirty (30) days
thereafter;  dissolution or other  termination of Tenant's  corporate charter if
Tenant is a corporation.

          Section 13.02. Remedies. Except as otherwise provided by law regarding
Tenant's rights and Landlord's  obligations upon default, upon the occurrence of
any Event of Default,  Landlord shall have the following rights and remedies, in
addition  to those  allowed  by law,  any one or more of which may be  exercised
without further notice to or demand upon Tenant:

          (a)  Landlord  may apply the  security  deposit or re-enter the Leased
Premises and cure any default of Tenant,  and Tenant shall reimburse Landlord as
additional rent for any costs and expenses which Landlord  thereby  incurs;  and
Landlord  shall not be liable to Tenant for any loss or damage  which Tenant may

                                      -13-


<PAGE>


sustain by reason of  Landlord's  action,  except  for loss or damage  caused by
Landlord's gross negligence or intentional misconduct.

          (b) Landlord may terminate  this Lease or,  without  terminating  this
Lease,  terminate  Tenant's right to possession of the Leased Premises as of the
date of such default,  and thereafter (i) neither Tenant nor any person claiming
under or through Tenant shall be entitled to possession of the Leased  Premises,
and Tenant shall immediately surrender the Leased Premises to Landlord; and (ii)
Landlord may re-enter the Leased  Premises and  dispossess  Tenant and any other
occupants  of the  Leased  Premises  by any lawful  means and may  remove  their
effects, without prejudice to any other remedy which Landlord may have. Upon the
termination of this Lease, Landlord may declare the present value (as determined
by  Landlord)  of all rent  which  would  have been due under this Lease for the
balance of the Lease Term to be immediately  due and payable,  whereupon  Tenant
shall be obligated to pay the same to Landlord, together with all loss or damage
which Landlord may sustain by reason of Tenant's  default  ("Default  Damages"),
which shall include without limitation expenses of preparing the Leased Premises
for re-letting,  demolition,  repairs, tenant finish improvements,  and brokers'
and  attorneys'  fees,  it  being  expressly  understood  and  agreed  that  the
liabilities  and remedies  specified in this  subsection  (b) shall  survive the
termination of this Lease.

          (c) Landlord may, without terminating this Lease,  re-enter the Leased
Premises and re-let all or any part thereof for a term different from that which
would otherwise have  constituted the balance of the Lease Term and for rent and
on terms and conditions different from those contained herein,  whereupon Tenant
shall be  immediately  obligated  to pay to Landlord as  liquidated  damages the
difference  between the rent  provided  for herein and that  provided for in any
lease covering a subsequent  re-letting of the Leased  Premises,  for the period
which would otherwise have  constituted the balance of the Lease Term,  together
with all of Landlord's Default Damages.

          (d) Landlord may sue for injunctive  relief or to recover  damages for
any loss resulting from the breach.

          (e) In addition to the  defaults  and remedies  described  above,  the
parties hereto agree that if Tenant  defaults in the performance of any (but not
necessarily  the same) term or  condition  of this Lease three (3) or more times
during any twelve (12) month  period,  regardless  of whether such  defaults are
ultimately  cured,  then such conduct shall, at Landlord's  option,  represent a
separate  Event of Default.  Tenant  acknowledges  that (i) Landlord  will incur
additional  unanticipated  costs  as  a  result  of  such  repetitive  defaults,
including but not limited to  administrative  costs and legal fees, and (ii) the
purpose of this provision is to adequately  compensate Landlord for those costs,
which would be difficult to determine with certainty.  Therefore,  Tenant agrees
to pay to Landlord  upon a default  under this  habitual  default  provision the
amount of One Thousand  Dollars  ($1,000.00) as liquidated  damages to cure such
default, payable within ten (10) days after written demand therefor to Tenant by
Landlord.

                                      -14-

<PAGE>


          Section  13.03.  Landlord's  Default and Tenant's  Remedies.  Landlord
shall be in default if it shall fail to perform or observe any term,  condition,
covenant or obligation as required  under this Lease for a period of thirty (30)
days after written notice thereof from Tenant to Landlord and to Lender, if any;
provided,  however,  that if the term,  condition,  covenant or obligation to be
performed  by Landlord is of such  nature  that the same  cannot  reasonably  be
performed  within such thirty-day  period,  such default shall be deemed to have
been cured if Landlord  commences such performance within said thirty-day period
and thereafter  diligently  undertakes to complete the same. Upon the occurrence
of any such default,  Tenant may sue for injunctive relief or to recover damages
for any loss  resulting  from the  breach,  but Tenant  shall not be entitled to
terminate  this  Lease  (unless  otherwise  ordered  by  a  court  of  competent
jurisdiction) or withhold, offset or abate any rent due hereunder.

          Section 13.04.  Limitation of Landlord's Liability.  If Landlord shall
fail to perform or observe any term, condition,  covenant or obligation required
to be  performed  or observed by it under this Lease and if Tenant  shall,  as a
consequence  thereof,   recover  a  money  judgment  against  Landlord  (whether
compensatory or punitive in nature),  Tenant agrees that it shall look solely to
Landlord's  right,  title and interest in and to the Building for the collection
of such  judgment;  and Tenant  further  agrees that no other assets of Landlord
shall be subject to levy,  execution or other  process for the  satisfaction  of
Tenant's  judgment  and that  Landlord  shall not be  personally  liable for any
deficiency.

          The  references  to  "Landlord" in this Lease shall be limited to mean
and include only the owner or owners, at the time, of the fee simple interest in
the  Building.  In the event of a sale or  transfer of such  interest  (except a
mortgage or other transfer as security for a debt), the "Landlord" named herein,
or, in the case of a subsequent transfer, the transferor,  shall, after the date
of  such  transfer,  be  automatically  released  from  all  liability  for  the
performance  or  observance  of any  term,  condition,  covenant  or  obligation
required to be performed or observed by Landlord  hereunder;  and the transferee
shall be deemed to have  assumed all of such terms,  conditions,  covenants  and
obligations.

          Section 13.05. Nonwaiver of Defaults. Neither party's failure or delay
in  exercising  any of its rights or remedies or other  provisions of this Lease
shall be  construed  to be a waiver  thereof or affect its right  thereafter  to
exercise or enforce each and every such right or remedy or other  provision.  No
waiver of any  default  shall be  deemed  to be a waiver  of any other  default.
Landlord's  receipt of less than the full rent due shall not be  construed to be
other than a payment on account  of rent then due,  nor shall any  statement  on
Tenant's check or any letter accompanying Tenant's check be deemed an accord and
satisfaction,  and  Landlord  may  accept  such  payment  without  prejudice  to
Landlord's  right to recover  the balance of the rent due or to pursue any other
remedies provided in this Lease. No act or omission by Landlord or its employees
or agents  during  the term of this  Lease  shall be deemed an  acceptance  of a
surrender  of the Leased  Premises,  and no agreement to accept such a surrender
shall be valid unless in writing and signed by Landlord.


                                      -15-

<PAGE>

          Section  13.06.  Attorneys'  Fees.  If either  party  defaults  in the
performance  or  observance  of any  of  the  terms,  conditions,  covenants  or
obligations  contained  in this  Lease and the  non-defaulting  party  obtains a
judgment  against the  defaulting  party,  then the  defaulting  party agrees to
reimburse the non-defaulting party for the attorneys' fees incurred thereby.

                ARTICLE 14 - LANDLORD'S RIGHT TO RELOCATE TENANT

          Intentionally Omitted.

                    ARTICLE 15 - NOTICE AND PLACE OF PAYMENT

          Section 15.01.  Notices.  Any notice required or permitted to be given
under  this  Lease or by law shall be deemed to have been given if it is written
and  delivered  in person or by overnight  courier or mailed by certified  mail,
postage  prepaid,  to (i) the party who is to receive such notice at the address
specified in the Basic Lease Provisions and (ii) in the case of a default notice
from Tenant to Landlord, any Lender designated by Landlord.  When so mailed, the
notice  shall be deemed to have been given as of the date it was mailed.  Either
party may  change  its  address by giving  written  notice  thereof to the other
party.

          Section 15.02.  Place of Payment.  All payments required to be made by
Tenant to Landlord shall be delivered or mailed to Landlord's  management  agent
at the address  specified  in the Basic Lease  Provisions  or any other  address
Landlord may specify from time to time by written notice to Tenant.

                 ARTICLE 16 - TENANT'S RESPONSIBILITY REGARDING
                  ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES.

          Section 16.01. Definitions.

          a.  "Environmental  Laws" - All  federal,  state and  municipal  laws,
ordinances, rules and regulations applicable to the environmental and ecological
condition of the Leased Premises,  including,  without  limitation,  the Federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended;  the Federal Resource  Conservation and Recovery Act; the Federal Toxic
Substance  Control  Act;  the Clean Air Act;  the Clean Water Act; the rules and
regulations  of the  Federal  Environmental  Protection  Agency,  or  any  other
federal,  state or  municipal  agency or  governmental  board or  entity  having
jurisdiction over the Leased Premises.

          b. "Hazardous Substances" - Includes:

             (i) Those substances  included within the definitions of "hazardous
substances,"   "hazardous   materials,"  "toxic  substances"  "solid  waste"  or
"infectious waste" in any of the Environmental Laws; and

             (ii) Such  other  substances,  materials  and  wastes  which are or
become  regulated  under  applicable  local,  state or federal law, or which are
classified   as  hazardous,   toxic  or  infectious   under  present  or  future
Environmental Laws or other federal, state, or local laws or regulations.


                                      -16-

<PAGE>

          Section 16.02. Compliance. Tenant, at its sole cost and expense, shall
promptly  comply with the  Environmental  Laws which shall  impose any duty upon
Tenant with respect to the use,  occupancy,  maintenance  or  alteration  of the
Leased  Premises.  Tenant shall promptly  comply with any notice from any source
issued pursuant to the Environmental  Laws or with any notice from any insurance
company pertaining to Tenant's use, occupancy,  maintenance or alteration of the
Leased Premises, whether such notice shall be served upon Landlord or Tenant.

          Section  16.03.  Restrictions  on  Tenant.  Tenant  shall not cause or
permit to occur:

          a. Any violation of the  Environmental  Laws related to  environmental
conditions on, under, or about the Leased Premises, or arising from Tenant's use
or occupancy  of the Leased  Premises,  including,  but not limited to, soil and
ground water conditions.

          b. The use, generation,  release, manufacture,  refining,  production,
processing,  storage or disposal of any Hazardous Substances on, under, or about
the Leased Premises, or the transportation to or from the Leased Premises of any
Hazardous Substances, except as necessary and appropriate for general office use
in which case the use, storage or disposal of such Hazardous Substances shall be
performed in compliance with the  Environmental  Laws and the highest  standards
prevailing in the industry.  Landlord  understands  that Tenant may stock at the
Leased   Premises,   materials   falling  within  the  definition  of  Hazardous
Substances,  including but not limited to paint, oil, grease, sealants, friction
modifiers,  calcium chloride,  lubricants,  adhesives,  cleansers,  nitrogen and
other  materials  commonly used in connection  with servicing and maintenance of
construction equipment.  Tenant understands and agrees to use, store and dispose
of such materials only in accordance with applicable law.  Landlord  consents to
the stocking of such  materials,  provided same is in accordance with applicable
law and the provisions of this Lease.

          Section 16.04. Notices, Affidavits, Etc.

          a. Tenant shall  immediately  notify  Landlord of (i) any violation by
Tenant,  its  employees,  agents,   representatives,   customers,   invitees  or
contractors of the Environmental Laws on, under or about the Leased Premises, or
(ii) the presence or suspected presence of any Hazardous Substances on, under or
about the Leased Premises and shall  immediately  deliver to Landlord any notice
received by Tenant relating to (i) and (ii) above from any source.

          b. Tenant shall execute affidavits,  representations and the like from
time to time, within five (5) days of Landlord's  request  therefor,  concerning
Tenant's  best  knowledge  and belief  regarding  the presence of any  Hazardous
Substances on, under or about the Leased Premises.

          Section 16.05. Landlord's Rights.

          a. Landlord and its agent shall have the right, but not the duty, upon
advance  notice  (except  in the  case of  emergency  when no  notice  shall  be
required) to inspect the Leased  Premises and conduct  tests thereon at any time
to  determine  whether  or the  extent to which  there has been a  violation  of
Environmental Laws


                                      -17-

<PAGE>

by Tenant or  whether  there are  Hazardous  Substances  on,  under or about the
Leased Premises. In exercising its rights herein,  Landlord shall use reasonable
efforts to minimize interference with Tenant's business but such entry shall not
constitute an eviction of Tenant, in whole or in part, and Landlord shall not be
liable for any  interference,  loss, or damage to Tenant's  property or business
caused thereby.

          b. If Landlord,  any lender or governmental  agency shall ever require
testing to ascertain  whether  there has been a release of Hazardous  Substances
on, under or about the Leased Premises or a violation of the Environmental Laws,
and such requirement  arose in whole or in part because of an act or omission on
the part of Tenant,  then the  reasonable  costs  thereof shall be reimbursed by
Tenant to Landlord upon demand as Additional Rent.

          Section 16.06.  Tenant's  Indemnification.  Tenant shall indemnify and
hold harmless  Landlord and  Landlord's  managing agent from any and all claims,
loss, liability, costs, expenses or damage, including reasonable attorneys' fees
and costs of remediation,  incurred by Landlord in connection with any breach by
Tenant of its  obligations  under this Article 16. The covenants and obligations
of Tenant  under  this  Article  16 shall  survive  the  expiration  or  earlier
termination of this Lease.

          Section 16.07.  Landlord's  Indemnification.  Landlord shall indemnify
and hold Tenant harmless from and against any and all claims,  loss,  liability,
costs,  expenses or damage,  including  reasonable  attorneys' fees and costs of
remediation, incurred by Tenant as a result of any Hazardous Substances existing
on or in the Leased  Premises or the Building  prior to the  Commencement  Date,
except to extent caused by or exacerbated by Tenant.

                           ARTICLE 17 - MISCELLANEOUS

          Section 17.01.  Benefit of Landlord and Tenant.  This Lease and all of
the terms and  provisions  hereof  shall  inure to the benefit of and be binding
upon Landlord and Tenant and their respective successors and assigns.

          Section  17.02.  Governing  Law.  This  Lease  shall  be  governed  in
accordance with the laws of the State of Minnesota.

          Section 17.03.  Guaranty.  In consideration of Landlord's  leasing the
Leased  Premises to Tenant,  Tenant shall  provide  Landlord  with a Guaranty of
Lease executed by the guarantor(s)  described in the Basic Lease Provisions,  if
any.

          Section 17.04.  Force  Majeure.  Landlord and Tenant (except as to the
payment of rent) shall be excused for the period of any delay in the performance
of any  obligation  hereunder when such delay is occasioned by causes beyond its
control,  including,  but not  limited  to, war,  invasion  or  hostility;  work
stoppages,  boycotts,  slowdowns or strikes; shortages of materials,  equipment,
labor or energy;  man-made or natural  casualties;  unusual weather  conditions;
acts or omissions of governmental or political bodies; or civil  disturbances or
riots.


                                      -18-

<PAGE>

          Section 17.05. Condition of Premises. Tenant acknowledges that neither
Landlord nor any agent of Landlord has made any  representation or warranty with
respect  to  the  Leased  Premises  or  the  Building  or  with  respect  to the
suitability  or  condition  of any part  thereof  for the  conduct  of  Tenant's
business except as provided in this Lease.

          Section 17.06. Examination of Lease. Submission of this instrument for
examination  or signature  to Tenant does not  constitute  a  reservation  of or
option  for  Lease,  and it is not  effective  as a  Lease  or  otherwise  until
execution by and delivery to both Landlord and Tenant.

          Section 17.07.  Indemnification for Leasing  Commissions.  The parties
hereby  represent and warrant that the only real estate brokers  involved in the
negotiation  and  execution  of this  Lease are those  named in the Basic  Lease
Provisions  and that no other  broker  or  person  is  entitled  to any  leasing
commission or  compensation  as a result of the negotiation or execution of this
Lease.  Each party shall  indemnify and hold the other harmless from any and all
liability  for the breach of this  representation  and  warranty on its part and
shall pay any  compensation  to any other  broker or person who may be deemed or
held to be entitled thereto.

          Section  17.08.  Quiet  Enjoyment.  If Tenant shall perform all of the
covenants and  agreements  herein  provided to be performed by Tenant,  Landlord
covenants that Tenant shall,  at all times during the Lease Term, have the quiet
enjoyment and peaceful  possession of the Leased Premises without hindrance from
Landlord or any  persons  lawfully  claiming  under  Landlord,  except as may be
provided in Section 12.02 hereunder.

          Section 17.09. Severability of Invalid Provisions. If any provision of
this Lease shall be held to be invalid,  void or  unenforceable,  the  remaining
provisions  hereof  shall  not be  affected  or  impaired,  and  such  remaining
provisions shall remain in full force and effect.

          Section  17.10.  Financial  Statements.  During the Lease Term and any
extensions thereof,  Tenant shall provide to Landlord on an annual basis, within
ninety (90) days  following the end of Tenant's  fiscal year, a copy of Tenant's
most recent certified and audited financial statements prepared as of the end of
Tenant's most recent fiscal year. Such financial statements shall be prepared in
conformity with generally accepted accounting principles, consistently applied.

          Section  17.11.   Tenant's   Representations   and   Warranties.   The
undersigned  represents  and  warrants  to  Landlord  that  (i)  Tenant  is duly
organized,  validly existing and in good standing in accordance with the laws of
the state under which it was organized;  (ii) all action  necessary to authorize
the execution of this Lease has been taken by Tenant;  and (iii) the  individual
executing and delivering  this Lease on behalf of Tenant has been  authorized to
do so, and such execution and delivery shall bind Tenant.  Tenant, at Landlord's
request, shall provide Landlord with evidence of such authority.

          Section   17.12.    Representations    and    Indemnifications.    Any
representations  and  indemnifications  of Landlord contained in the Lease shall
not be binding upon (i) any mortgagee  having a 


                                      -19-

<PAGE>

mortgage  presently  existing or  hereafter  placed on the  Building,  or (ii) a
successor to Landlord  which has obtained or is in the process of obtaining  fee
title interest to the Building as a result of a foreclosure of any mortgage or a
deed in lieu thereof.

          Section  17.13.  Early  Occupancy.  In the event the  Leased  Premises
become  available and are ready for occupancy  prior to the  Commencement  Date,
Landlord may elect to allow  Tenant to take  possession  of the Leased  Premises
prior  to the  Commencement  Date  for  fixturing  purposes.  Tenant  agrees  to
coordinate  its fixturing work with the work of Landlord such that Tenant's work
does not  interfere  with or delay  Landlord's  work;  provided,  however,  that
neither Landlord nor any of Landlord's  affiliates shall have any responsibility
or liability  whatsoever for any injury  (including death) to persons or loss or
damage to any of Tenant's  leasehold  improvements,  fixtures,  equipment or any
other  materials  installed  or  left  in  the  Leased  Premises  prior  to  the
Commencement  Date.  All of the terms and  conditions  of this Lease will become
effective upon Tenant taking  possession of the Leased  Premises  except for the
payment of Annual  Base Rent and  Additional  Rent which  will  commence  on the
Commencement Date.

          Section 17.14. Option to Extend.

          A. Grant and Exercise of Option. Provided that (i) Tenant has not been
in default  hereunder  at any time during the Term of this Lease (the  "Original
Term"),  (ii) the  creditworthiness  of Tenant is then  acceptable  to Landlord,
(iii) Tenant  originally  named  herein  remains in  possession  of and has been
continuously  operating in the entire Leased  Premises  throughout  the Original
Term and (iv) the current use of the Leased Premises is a Permitted Use pursuant
to Section  1.01.K.,  Tenant  shall have two (2) options to extend the  Original
Term for additional periods of five (5) years each (the "Extension Terms").  The
Extension  Terms shall be upon the same terms and  conditions  contained  in the
Lease for the Original Term except (i) Tenant shall not have any further options
to extend and (ii) the Annual Base Rent shall be  adjusted  as set forth  herein
("Rent  Adjustment").  Tenant  shall  exercise  such  option  by  delivering  to
Landlord, no later than one hundred twenty (120) days prior to the expiration of
the then  current  Term,  written  notice of Tenant's  desire to extend the then
current Term.  Tenant's failure to properly exercise such option shall waive it.
If Tenant properly exercises its option to extend,  Landlord shall notify Tenant
of the Rent Adjustment no later than ninety (90) days prior to the  commencement
of the  Extension  Term.  Tenant  shall  be  deemed  to have  accepted  the Rent
Adjustment if it fails to deliver to Landlord a written objection thereto within
ten (10) business days after receipt thereof.  If Tenant properly  exercises its
option to extend,  Landlord and Tenant  shall  execute an amendment to the Lease
(or, at Landlord's option, a new lease on the form then in use for the Building)
reflecting  the terms and conditions of the Extension  Term,  within thirty (30)
days after Tenant's acceptance of the Rent Adjustment.

          B. Market Rent Adjustment. The Annual Base Rent for the Extension Term
shall be an amount  equal to the Annual Base Rent then being  quoted by Landlord
to  prospective  new tenants of the  Building for space of  comparable  size and
quality  and  with  

                                      -20-

<PAGE>


similar or equivalent  improvements  as are found in the Building,  and if none,
then  in  similar  buildings  in  the  Park,   excluding  free  rent  and  other
concessions;  provided,  however,  that in no event  shall the Annual  Base Rent
during the  Extension  Term be less than the highest  Annual  Base Rent  payable
during the Original Term.  The Minimum  Monthly Rent shall be an amount equal to
one-twelfth  (1/12) of the Annual Base Rent for the Extension  Term and shall be
paid at the same time and in the same manner as provided in the Lease.

          IN WITNESS WHEREOF,  the parties hereto have executed this Lease as of
the day and year first above written.

                                    LANDLORD:

                                    DUKE REALTY MINNESOTA, LLC,
                                    a Minnesota limited liability
                                    company


                                    By:/s/ Robert H. Johnson
                                       -------------------------------
                                       Robert H. Johnson
                                       Chief Manager


                                    TENANT:

                                    LULL INTERNATIONAL, INC.,
                                    a Delaware corporation


                                    By:/s/ Dianna I. Herman
                                       -------------------------------

                                    Printed: Dianna I. Herman
                                            --------------------------

                                    Title:  Controller
                                          ----------------------------


STATE OF _______________)
                        ) SS:
COUNTY OF ______________)

          Before  me,  a  Notary  Public  in and  for  said  County  and  State,
personally appeared _________________________, by me known and by me known to be
the   ________________________   of  Lull   International,   Inc.,   a  Delaware
corporation,  who  acknowledged  the execution of the above and foregoing  Lease
Agreement for and on behalf of said corporation.

          WITNESS my hand and Notarial Seal this 19th day of August, 1998.


                                     /s/ Lee Ann Verbovanec
                                     ---------------------------------   
                                     Notary Public


                                     Lee Ann Verbovanec
                                     ---------------------------------   
                                     (Printed Signature)


My Commission Expires:  January 31, 2000
                      ------------------

My County of Residence:  Washington
                       -----------------


                                      -21-