EXHIBIT 10.18

                                      LEASE

                             ARTICLE 1. LEASE TERMS

   1.1   LANDLORD AND TENANT. This Lease ("Lease") is entered into this 14th day
         of October, 1996 by and between RICHARD A. BURKE, a single person
         ("Landlord") and STRATASYS INCORPORATED ("Tenant").

   1.2   PREMISES. Landlord hereby rents, leases, lets and demises to Tenant the
         following described property ("Premises") as illustrated on the site
         plan attached hereto as Exhibit A: approximately 48,600 square feet of
         warehouse space and 10,800 square feet of office space (59,400 total
         square feet) in the former Roth Company headquarters located at 7640
         Commerce Way, Eden Prairie, Minnesota and consists of approximately
         59,400 square feet ("Building"). A description of improvements to be
         constructed by Landlord ("Landlord's Work") is attached hereto as
         Exhibit B, all of which (with the exception of painting the exterior
         with elastomer paint) Landlord agrees to use his best efforts to
         complete prior to the Commencement Date.

  1.3    LEASE TERM. The term of this Lease shall commence on December 15, 1996
         ('Commencement Date") and shall terminate thirty-six (36) months
         thereafter on December 14, 1999, unless sooner terminated as
         hereinafter provided. In the event that Tenant does not vacate the
         Premises upon the expiration or termination of this Lease, Tenant shall
         be a tenant at will for the holdover period and all of the terms and
         provisions of this Lease shall be applicable during that period, except
         that Tenant shall pay Landlord as base rental for the period of such
         holdover an amount equal to one and one-half (1.5) times the base rent
         which would have been payable by Tenant had the holdover period been a
         part of the original term of this Lease, together with all additional
         rent as provided in this Lease. Tenant agrees to vacate and deliver the
         Premises to Landlord upon Tenant's receipt of notice from Landlord to
         vacate. The rental payable during the holdover period shall be payable
         to Landlord on demand. No holding over by Tenant, whether with or
         without the consent of Landlord, shall operate to extend the term of
         this Lease.

  1.4    BASE RENT. Base Rent is:

         Months      Monthly Base Rent      Annual Base Rent
          1-36           $21,037.50           $252,450.00

  1.5    PERMITTED USE. Office, manufacturing and warehousing.

  1.6    SECURITY DEPOSIT. $21,037.50.

  1.7    PRO RATA SHARE 100%.

  1.8    ADDRESSES.

           Landlord's Address:                 Tenant's Address:

           Richard A. Burke                    Donald Moffatt
           President                           Chief Operating Officer
           c/o Intrepid Corporation            Stratasys Incorporated
           N14 W23 833 Stone Ridge Drive       14950 Martin Drive
           Waukesha, WI 53188                  Eden Prairie, MN 55344-2020
           (414) 523-3000                     (612) 937-3000



            ARTICLE 2. RENT, OPERATING EXPENSES AND SECURITY DEPOSIT,
                    LATE CHARGES AND REPAYMENT OF FREE RENT

  2.1    BASE RENT. Tenant agrees to pay monthly as Base Rent during the term of
         this Lease the sum of money set forth in Section 1.4 of this Lease,
         which amount shall be payable to Landlord at the address shown above.
         One monthly installment shall be due and payable on or before the first
         day of each calendar month succeeding the Commencement Date during the
         term of this Lease; provided, if the Commencement Date should be a date
         other than the first day of a calendar month, the monthly rental set
         forth above shall be pro rated to the end of that calendar month, and
         all succeeding installments of rent shall be payable on or before the
         first day of each succeeding calendar month during the term of this
         Lease. Tenant shall pay, as additional rent, all other sums due under
         this Lease. Notwithstanding anything in this Lease to the contrary, if
         Landlord, for any reason whatsoever (other than Tenant's default),
         cannot deliver possession of the Premises to the Tenant on the
         Commencement Date with all of Landlord's Work (except elastomer
         painting) completed, this Lease shall not be void or voidable, nor
         shall Landlord be liable for any loss or damage resulting therefrom,
         but the Commencement Date and the expiration of the Lease term shall be
         extended by the time of any such delay and all rent shall be abated
         until Landlord delivers possession. Elastomer painting shall be
         completed by Landlord on or before June 15, 1997.

  2.2    OPERATING EXPENSES. Tenant will, during the term of this lease or
         extension thereof, manage the property in a professional and
         responsible manner. All operating expenses will be paid directly by
         Tenant to the respective service providers in a timely fashion. If
         Tenant shall fail to keep and preserve the Premises in satisfactory
         condition, the Landlord may repair and at its option, put or cause the
         same to be put into condition and state of repair necessary, and in
         such case the Tenant, on demand, shall pay the costs thereof.

  2.3    DEFINITION OF OPERATING EXPENSES. The term "operating expenses"
         includes all expenses incurred by Tenant with respect to the
         maintenance and operation of the Building, including, but not limited
         to, the following: maintenance, repair and replacement costs;
         electricity, fuel, water, sewer, gas and other common Building utility
         charges; equipment used for maintenance and operation of the Building;
         operational expenses; exterior window washing and janitorial services;
         trash and snow removal; landscaping and pest control; all services,
         supplies, repairs, replacements or other expenses for maintaining and
         operating the Building including parking and common areas; and
         improvements made to the Building which are required under any
         governmental law or regulation that was not applicable to the Building
         at the time it was constructed; provided, however, that if, in the
         opinion of a licensed service provider retained by landlord any
         currently existing HVAC units on the Premises need to be replaced, then
         Tenant shall pay $2,500.00 replacement cost for each HVAC unit
         replaced, and Landlord shall pay the balance.

  2.4    UTILITIES. It is further agreed that Tenant will pay for all charges
         for water, electricity, light, heat, gas, power, sewer, steam or other
         utilities furnished to said Premises during the term of this lease.

  2.5    

  2.6    SECURITY DEPOSIT. The security deposit set forth in Section 1.6 shall
         be held by Landlord for the performance of Tenant's covenants and
         obligations under this Lease, it being expressly understood that the
         security deposit shall not be considered an advance payment of rental
         or a measure of Landlord's damage in case of default by Tenant. Upon
         the occurrence of any event of default by Tenant or breach by Tenant of
         Tenant's covenants under this Lease, Landlord may, from time to time,
         without prejudice to any other remedy, use the security deposit to the
         extent necessary to make good any arrears of rent, or to repair any
         damage or injury, or pay any expense or liability incurred by Landlord
         as a result of the event of default or breach of covenant, and any
         remaining balance of the security deposit shall be returned by Landlord
         to Tenant upon termination of this Lease. If any portion of the
         security deposit is so used or applied, Tenant shall upon ten (10) days
         written notice from Landlord, deposit with Landlord by cash or
         cashier's check an amount sufficient to restore the security deposit to
         its original amount.

  2.7    LATE CHARGES. Tenant's failure to pay rent promptly may cause Landlord
         to incur unanticipated costs. The exact amount of such costs are
         impractical or extremely difficult to ascertain. Such costs may
         include, but are not limited to, processing and accounting charges and
         late charges which may be imposed on Landlord by any ground lease,
         mortgage or trust deed encumbering the Property. Therefore, if Landlord
         does not receive any rent payment within five (5) days after it becomes
         due, Tenant shall pay Landlord a late charge equal to five percent (5%)
         of the overdue amount. The parties agree that such late charge
         represents a fair and reasonable estimate of the costs Landlord will
         incur by reason of such late payment.

  2.8    INTEREST ON PAST DUE OBLIGATIONS. Any amount owed by Tenant to Landlord
         which is not paid when due shall bear interest at the rate of ten
         percent (10%) per annum from the due date of such amount. However,
         interest shall not be payable on late charges to be paid by Tenant
         under this Lease. The payment of interest on such amounts shall not
         excuse or cure any default by Tenant under this Lease. If the interest
         rate specified in this Lease is higher than the rate permitted by law,
         the interest rate is hereby decreased to the maximum legal interest
         rate permitted by law.

                        ARTICLE 3. TAXES AND ASSESSMENTS

  3.1    The Tenant covenants and agrees to pay as additional rent, before any
         fine, penalty, interest or cost may be added thereto for the
         non-payment thereof, all real estate taxes, special assessments (as
         they become certified to, and payable as, real estate taxes), water
         rates and charges, and other governmental charges, general and special,
         ordinary and extra-ordinary, unforeseen as well as foreseen, of any
         kind and nature whatsoever, including but not limited to assessments
         for public improvements or benefits, which shall during the term hereby
         demised be laid, assessed, levied or imposed upon or become due and
         payable and a lien upon the demised premises or any part thereof.

  3.2    For the purpose of petitioning for the adjustment or abatement of or
         the amount of any real estate tax or special assessment or contesting
         the validity of or the amount of any real estate tax or special
         assessment, the Tenant shall be deemed, during the term of this Lease,
         to be the owner of the demised premises, and Landlord will cooperate
         with Tenant with respect to any proceedings involving such real estate
         tax or special assessments.

  3.3    Tenant covenants to furnish Landlord within thirty (30) days after the
         date upon which any such real estate tax or assessment expense is
         payable by the Tenant, as in this Article provided, official receipts
         of the appropriate taxing authority, or other proof satisfactory to
         Landlord, evidencing the payment thereof.

  3.4    Tenant shall have the right to contest the amount or validity of any
         real estate tax or assessment expense by appropriate legal proceedings
         but this shall not be deemed or construed in any way as relieving,
         modifying or extending the Tenant's covenant to pay any such expense at
         the time and in the manner in this Article provided. In the event that
         Tenant shall contest such expense, at the request of Landlord, Tenant
         shall deposit with Landlord a deposit of cash sufficient to pay the
         amount of such contested expense, together with all interest and
         penalties in connection therewith, and all charges that may or might be
         assessed against or be a charge on the Premises or any part thereof in
         said legal proceedings. Said deposit shall be held by Landlord without
         obligation of paying interest thereon pending a decision of such legal
         proceedings.

                          ARTICLE 4. OCCUPANCY AND USE

  4.1    USE. Tenant warrants and represents to Landlord that the Premises shall
         be used and occupied only for the purpose as set forth in Section 1.5.
         Tenant shall occupy the Premises, conduct its business and control its
         agents, employees, invitees and visitors in such a manner as is lawful,
         reputable and will not create a nuisance. Tenant shall neither permit
         any waste on the Premises to be used in any way which would in the
         opinion of Landlord, be extra hazardous on account of fire or which
         would in any way increase or render void the fire insurance on the
         Building.

  4.2    SIGNS. No sign of any type or description shall be erected, placed or
         painted in or about the Premises or Building which are visible from the
         exterior of the Premises, except those signs submitted to Landlord in
         writing. Landlord shall not unreasonably withhold its consent to any
         signs requested by Tenant, provided that the signs comply with
         municipal requirements.

  4.3    COMPLIANCE WITH LAWS, RULES AND REGULATIONS. Tenant, at Tenant's sole
         cost and expense, shall comply with all laws, ordinances, orders, rules
         and regulations of state, federal, municipal or other agencies or
         bodies having jurisdiction over the use, condition or occupancy of the
         Premises. Tenant will comply with the reasonable rules and regulations
         of the Building adopted by Landlord. Landlord shall have the right at
         all times to change and amend the rules and regulations in any
         reasonable manner as may be deemed advisable for the safety, care,
         cleanliness, preservation of good order and operation or use of the
         Building or the Premises. All rules and regulations of the Building
         will be sent by Landlord to Tenant in writing and shall thereafter be
         carried out and observed by Tenant.

  4.4    WARRANTY OF POSSESSION. Landlord warrants that it has the right and
         authority to execute this Lease, and Tenant, upon payment of the
         required rents and subject to the terms, conditions, covenants and
         agreements contained in this Lease, shall have possession of the
         Premises during the full term of this Lease as well as any extension or
         renewal thereof.

  4.5    RIGHT OF ACCESS. Landlord or its authorized agents shall, with prior
         notice of at least 24 hours except for emergencies, have the right to
         enter the Premises during regular business hours except in emergency
         situations, to inspect the same, to show the Premises to prospective
         purchasers, Lessees, mortgagees, insurers or other interested parties,
         and to improve or repair the Premises or any other portion of the
         Building. Tenant hereby waives any claim for damages for injury or
         inconvenience to or interference with Tenant's business, any loss of
         occupancy or use o the Premises, and any other loss occasioned thereby.
         Landlord shall have the right to use any and all means which Landlord
         may deem proper to open any door in an emergency without liability
         therefor.


                     ARTICLE 5. UTILITIES AND ACTS OF OTHERS

  5.1    BUILDING SERVICES. Tenant shall pay when due, all charges for utilities
         furnished to or for the use or benefit of Tenant or the Premises during
         the Lease term. Tenant shall have no claim for rebate of rent on
         account of any interruption in service.

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

                       ARTICLE 6. REPAIRS AND MAINTENANCE

  6.1    LANDLORD REPAIRS. Landlord shall not be required to make any
         improvements, replacements or repairs of any kind or character to the
         Premises or the Building during the term of this Lease except as are
         set forth in this Section. Landlord shall be responsible at its sole
         cost, for roof replacement and any repairs covered by warranty contract
         with roof installer, structural soundness of foundation, floors and the
         exterior walls, and the structural soundness of the Building in
         general. Landlord shall not be liable to Tenant, except as expressly
         provided in this Lease, for any damage or inconvenience, and Tenant
         shall not be entitled to any abatement or reduction of rent by reason
         of any repairs, alterations or additions made by Landlord under this
         Lease, except for damages, inconvenience or losses resulting from gross
         negligence or intentional misconduct of Landlord or its employees or
         agents.

  6.2    TENANT REPAIRS. Tenant shall, at all times throughout the term of this
         Lease, including renewals and extensions, and at its sole expense, keep
         and maintain the Premises in a clean, safe, sanitary and first class
         condition and in compliance with all applicable laws, codes,
         ordinances, rules and regulations. Tenant's obligations hereunder shall
         include, but not be limited to the maintenance of the roof (except for
         any repairs covered by warranty contract with roof installers) parking
         and common areas, doors, corridors as well as the maintenance, repair
         and replacement, if necessary, of all heating, ventilation, air
         conditioning, lighting and plumbing fixtures and equipment, fixtures,
         motors and machinery, all interior walls, partitions, doors and
         windows, including the regular painting thereof, all exterior
         entrances, windows, doors and docks and the replacement of all broken
         glass. When used in this provision, the term "repairs" shall include
         replacements or renewals when necessary, and all such repairs made by
         the Tenant shall be equal in quality and class to the original work.
         The Tenant shall keep and maintain all portions of the Premises and the
         sidewalk and areas adjoining the same in a clean and orderly condition,
         free of accumulation of dirt, rubbish, snow and ice. If Tenant fails,
         refuses or neglects to maintain or repair the Premises as required in
         this Lease after notice shall have been given Tenant, in accordance
         with this Lease, Landlord may make such repairs, and upon completion
         thereof, Tenant shall pay to Landlord all costs plus fifteen percent
         (15%) for overhead incurred by Landlord in making such repairs upon
         presentation to Tenant of bill therefor. Tenant shall only be required
         to maintain existing dock door shelters so as to keep them in their
         current condition, normal wear and tear excepted.

  6.3      TENANT DAMAGES. Tenant shall not cause any damage to any portion of
           the Premises or Building or common areas, and at the termination of
           this Lease, by lapse of time or otherwise, Tenant shall deliver the
           Premises to Landlord in as good condition as existed at the
           Commencement Date of this Lease, ordinary wear and tear excepted,
           subject to Sections 6.1 and 7.2 hereof. The cost and expense of
           repairs necessary to restore the condition of the Premises shall be
           borne by Tenant, subject to Sections 6.1 and 7.2 hereof.


                     ARTICLE 7. ALTERATIONS AND IMPROVEMENTS

7.1      LANDLORD IMPROVEMENTS. At its sole cost, Landlord will complete the
         construction of the improvements to the Premises described on Exhibit B
         in accordance with plans and specifications attached hereto as Exhibit
         B or as otherwise agreed to by Landlord and Tenant, which plans and
         specifications are made a part of this Lease by reference. Any changes
         or modifications to the approved plans and specifications shall be made
         and accepted by written change order or agreement signed by Landlord
         and Tenant and shall constitute an amendment to this Lease.

7.2 TENANT IMPROVEMENTS. Tenant shall not make or allow to be made any
alterations or physical additions in or to the Premises without first obtaining
the written consent of Landlord, which consent shall not be unreasonably
withheld, except for those described on Exhibit C. , Tenant agrees to complete
the Required Alterations described on Exhibit C hereto. Landlord hereby consents
to the Required Alterations, and also to Optional Alterations, which may be made
at Tenant's option. Tenant shall have full access to the Premises upon execution
of this Lease to commence the Required Alterations, provided that Tenant shall
cooperate with Landlord's roofing contract or in installing HVAC related
improvements. Any alterations, physical additions or improvements to the
Premises made by Tenant shall at once become the property of Landlord and shall
be surrendered to Landlord upon the termination of this Lease; except that
Tenant, at its option, may elect to remove equipment, furniture and any personal
property installed or supplied by Tenant, so long as Tenant repairs any
resulting damage to the Premises. Landlord may not require Tenant to remove any
physical additions and/or repair any alterations in order to restore the
Premises to the conditions existing at the time Tenant took possession, except
for removal of (i) any back up generator installed by Tenant, and (ii) driveway
connection with 14950 Martin Drive, both of which Landlord may require Tenant to
remove at Tenant's cost, and restore to prior condition. Any moveable equipment
or furniture owned by Tenant may be removed by Tenant at the end of the term of
this Lease.

  7.3    LIEN REMOVAL. During the term, Tenant shall remove, within thirty (30)
         days, all liens levied against the Land or Building arising out of work
         incurred by or at the request of the Tenant unless such liens are the
         subject of a bona fide contest as hereinafter provided. The Tenant
         shall, at the Tenant's sole cost and expense, keep all buildings
         erected upon the demised premises and the fixtures therein, insured for
         the benefit of the Landlord, as the named insured, in an amount
         equivalent to the full replacement value thereof (excluding foundation
         and excavation costs), (a) against loss or damage by fire and (b)
         against such other risk, of a similar or dissimilar nature, as are or
         shall be customarily covered with respect to buildings in construction,
         general location, use and occupancy to the building then on the demises
         premises, including but without limiting the generality of the
         foregoing, windstorm, hail, explosion, vandalism, riot and civil
         commotion, damage from vehicles and smoke damage. These insurance
         provisions shall in no way limit or modify any of the obligations of
         the Tenant under any provisions of this Lease.

  7.4    CONTESTED LIENS. Tenant shall not be required to pay, discharge or
         remove any mechanic's liens, or other imposition or charges against the
         Building, or any part thereof, or the improvements at any time situated
         thereon, so long as Tenant shall in good faith contest the same or the
         validity thereof by appropriate proceedings which shall operate to
         prevent the collection of the lien or imposition so contested, or the
         forfeiture and/or sale of the Premises to satisfy the same. Pending any
         such legal proceedings, Landlord shall not have the right to pay,
         remove, or discharge the lien or imposition thereby contested, provided
         Tenant shall, prior to the date such lien or imposition is due and
         payable, have given such reasonable security as may be required by
         Landlord to insure such payments and prevent any sale or forfeiture of
         the Premises by reason of such non-payment, not to exceed one hundred
         twenty-five percent (I 25 %) of the amount of such lien, including any
         penalties and interest charges thereon imposed by law. Nothing in this
         Lease shall be construed as a consent by Landlord that would subject
         Landlord's estate in the Building to any lien or liability under the
         mechanic's lien laws of the State of Minnesota.

  7.5    LANDLORD REIMBURSEMENT. Upon substantial completion by Tenant of
         substantially all interior Required Alterations, as described on the
         attached Exhibit C, Landlord shall pay $45,000.00 to Tenant, as
         evidenced by an invoice and mechanic's lien waiver supplied to Landlord
         by Tenant.

                        ARTICLE 8. CASUALTY AND INSURANCE

  8.1    SUBSTANTIAL DESTRUCTION. If all or a substantial portion (more than 50%
         of the floor area) of the Premises or the Building should be totally
         destroyed by fire or other casualty, or if the Premises or the Building
         should be damaged so that rebuilding cannot reasonably be completed
         within one hundred eighty (180) working days after the date of written
         notification by Tenant to Landlord of the destruction, or if insurance
         proceeds are not made available to Landlord (through no fault of
         Landlord), this Lease shall terminate within sixty (60) days following
         the occurrence, and the rent shall be abated for the unexpired portion
         of the Lease effective as of the date of the casualty.

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

  8.3    PROPERTY INSURANCE. Tenant shall during the term hereof, keep in full
         force and effect at its expense a policy of all risk casualty insurance
         for the full insurable value of the Building, naming Landlord as loss
         payee and an additional insured. Landlord shall not be obligated in any
         way or manner to insure any personal property (including, but not
         limited to, any furniture, machinery, goods or supplies) of Tenant upon
         or within the Premises, any fixtures installed or paid for by Tenant
         upon or within the Premises, Tenant shall maintain property insurance
         on its personal property and shall also maintain plate glass insurance.
         Tenant shall have no right in or claim to the proceeds of any policy of
         insurance maintained by Landlord even if the cost of such insurance is
         borne by Tenant as set forth in Article 2.

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

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

                             ARTICLE 9. CONDEMNATION

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

  9.2    PARTIAL TAKING. If all or a substantial part of the Premises are taken
         for any public or quasi-public use under any governmental law,
         ordinance or regulation, or by right of eminent domain or by purchase
         in lieu thereof, and this Lease is not terminated as provided in
         Section 9.1 above, the rent payable under this Lease during the
         unexpired portion of the term shall be adjusted to such an extent as
         may be fair and reasonable under the circumstances. Tenant shall have
         no claim to the condemnation award or proceeds in lieu thereof, except
         that Tenant shall be entitled to a separate award for the cost of
         removing and moving its personal property.

                       ARTICLE 10. ASSIGNMENT OR SUBLEASE

10.1     LANDLORD ASSIGNMENT. Landlord shall have the right to sell, transfer or
         assign, in whole or in part, its rights and obligations under this
         Lease and in the Building, provided that Landlord also transfers to its
         assignee the security deposit and any other unearned funds or property
         of Tenant. Any such sale, transfer or assignment shall operate to
         release Landlord from any and all liabilities under this Lease arising
         after the date of such sale, assignment or transfer.

10.2     TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part, this
         Lease, or allow it to be assigned, in whole or in part, by operation of
         law or otherwise (including without limitation by transfer of a
         majority interest of stock, merger, or dissolution, which transfer of
         majority interest of stock, merger or dissolution shall be deemed an
         assignment) or mortgage or pledge the same, or sublet the Premises, in
         whole or in part, without the prior written consent of Landlord, which
         shall not be unreasonably withheld or delayed, and in no event shall
         said such assignment or sublease ever release Tenant or any guarantor
         from any obligation or liability hereunder. Notwithstanding anything in
         this Lease to the contrary, in the event of any assignment or sublease,
         any option or right of first refusal granted to Tenant shall not be
         assignable by Tenant to any assignee or sublessee. No assignee or
         sublessee of the Premises or any portion thereof may assign or sublet
         the Premises or any portion thereof.

10.3     CONDITIONS OF ASSIGNMENT. If Tenant desires to assign or sublet all or
         any part of the Premises, it shall so notify Landlord at least seven
         (7) days in advance of the date on which Tenant desires to make such
         assignment or sublease. Tenant shall provide Landlord with a copy of
         the proposed assignment or sublease and such information as Landlord
         might request concerning the proposed sublessee or assignee to allow
         Landlord to make informed judgments as to the financial condition,
         reputation, operations and general desirability of the proposed
         sublessee or assignee. Within three (3) days after Landlord's receipt
         of Tenant's proposed assignment or sublease and all required
         information concerning the proposed subleases or assignee, Landlord
         shall notify Tenant in writing whether it consents to the assignment or
         sublease. Refusal shall be deemed to have been exercised unless
         Landlord gives Tenant written notice providing otherwise. Upon the
         occurrence of an event of default, if all or any part of the Premises
         are then assigned or sublet, Landlord, in addition to any other
         remedies provided by this Lease or provided by law, may, at its option,
         collect directly from the assignee or sublessee all rents becoming due
         to Tenant by reason of the assignment or sublease, with any sums
         collected to be applied to the rent then or next due hereunder. Any
         collection directly by Landlord from the assignee or sublessee shall
         not be construed to constitute a novation or a release of Tenant or any
         guarantor from the further performance of its obligations under this
         Lease.

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

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

                        ARTICLE 11. DEFAULT AND REMEDIES

11.1       DEFAULT BY TENANT. The following shall be deemed to be events of
           default ("Default") by Tenant under this Lease: (1) Tenant shall fail
           to pay within five days of when due any installment of rent or any
           other payment required pursuant to this Lease; (2) Tenant shall fail
           to comply with any term, provision or covenant of this Lease, other
           than the payment of rent, and the Tenant fails to commence to cure
           such failure within ten (10) days after written notice to Tenant or
           shall fail to thereafter diligently complete such cure; or (3) Tenant
           shall file a petition or if an involuntary petition is filed against
           Tenant, or becomes insolvent, under any applicable federal or state
           bankruptcy or insolvency law or admit that it cannot meet its
           financial obligations as they become due; or a receiver or trustee
           shall be appointed for all or substantially all of the assets of
           Tenant; or Tenant shall make a transfer in fraud of creditors or
           shall make an assignment for the benefit of creditors.

           In the event that an order for relief is entered in any case under
           Title 11, U.S.C. (the "Bankruptcy Code") in which Tenant is the
           debtor and: (A) Tenant as debtor-in-possession, or any trustee who
           may be appointed in the case (the 'Trustee') seeks to assume the
           Lease, then Tenant, or Trustee if applicable, in addition to
           providing adequate assurance described in applicable provisions of
           the Bankruptcy Code, shall provide adequate assurance to Landlord of
           Tenant's future performance under the Lease by depositing with
           Landlord a sum equal to the lesser of twenty-five percent (25%) of
           the rental and other charges due for the balance of the Lease term of
           six (6) months's rent ("Security"), to be held (without any allowance
           or interest thereon) to secure Tenant's obligation under the Lease,
           and (B) Tenant, or Trustee if applicable, seeks to assign the Lease
           after assumption of the same, then Tenant, in addition to providing
           adequate assurance described in applicable provisions of the
           Bankruptcy Code, shall provide adequate assurance to Landlord of the
           proposed assignee's future performance under the Lease by depositing
           with Landlord a sum equal to the Security to be held (without any
           allowance or interest thereon) to secure performance under the Lease.
           Nothing contained herein expresses or implies, or shall be construed
           to express or imply, that Landlord is consenting to assumption and/or
           assignment of the Lease by Tenant, and Landlord expressly reserves
           all of its rights to object to any assumption and/or assignment of
           the Lease. Neither Tenant nor any Trustee shall conduct or permit the
           conduct of any "fire," "bankruptcy, 1. "going out of business" or
           auction sale in or from the Premises.

11.2       REMEDIES FOR TENANT'S DEFAULT. Upon the occurrence of a Default as
           defined above, Landlord may elect, with ten (10) days prior written
           notice to Tenant, either (i) to cancel and terminate this Lease and
           this Lease shall not be treated as an asset of Tenant's bankruptcy
           estate, or (ii) to terminate Tenant's right to possession only
           without canceling and terminating Tenant's continued liability under
           this Lease. Notwithstanding the fact that initially Landlord elects
           under (ii) to terminate Tenant's right to possession only, Landlord
           shall have the continuing right to cancel and terminate this Lease by
           giving ten (10) days' written notice to Tenant of such further
           election, and shall have the right to pursue any remedy at law or in
           equity that may be available to Landlord.

           In the event of election under (ii) to terminate Tenant's right to
           possession only, Landlord may, at Landlord's option, enter the
           Premises and take and hold possession thereof, without such entry
           into possession terminating this Lease or releasing Tenant in whole
           or in part from Tenant's obligation to pay all amounts hereunder for
           the full stated term. Upon such re-entry, Landlord may remove all
           persons and property from the Premises and such property may be
           removed and stored in a public warehouse or elsewhere at the cost and
           for the account of Tenant, without becoming liable for any loss or
           damage which may be occasioned thereby. Such re-entry shall be
           conducted in the following manner: without resort to judicial process
           or notice of any kind if Tenant has abandoned or voluntarily
           surrendered possession of the Premises; and, otherwise, by resort to
           judicial process. Upon and after entry into possession without
           termination of the Lease, Landlord shall use reasonable efforts to
           relet the Premises, or any part thereof, to any one other than the
           Tenant, for such time and upon such terms as are commercially
           reasonable. Landlord may make alterations and repairs to the Premises
           to the extent deemed by Landlord reasonably necessary or desirable.

                    Upon such re-entry, Tenant shall be liable to Landlord as
                    follows:

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

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

                    C.        For the installments of base rent, additional
                              rent, and other sums falling due pursuant to the
                              provisions of this Lease for the period after
                              re-entry during which the Premises remain vacant,
                              including late payment charges and interest, which
                              sums shall be payable as they become due
                              hereunder;

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

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

         Notwithstanding Landlord's election to terminate Tenant's right to
         possession only, and notwithstanding any reletting without termination,
         Landlord, at any time thereafter, may elect to terminate this Lease,
         and to recover (in lieu of the amounts which would thereafter be
         payable pursuant to the foregoing, but not in diminution of the amounts
         payable as provided above before termination), as damages for loss of
         bargain and not as a penalty, an aggregate sum equal to the amount by
         which the rental value of the portion of the term unexpired at the time
         of such election is less than an amount equal to the unpaid base rent,
         which deficiency, discounted at an annual percentage rate of 10% (to
         reflect the time value of money), shall be due to Landlord as of the
         time Landlord exercises said election, notwithstanding that the term
         had not expired. If Landlord, after such re-entry, leases the Premises
         in accordance with this Lease, then the rent payable under such new
         Lease shall be conclusive evidence of the rental value of the unexpired
         portion of the term of this Lease.

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

11.3     LANDLORD'S RIGHT TO PERFORM FOR ACCOUNT OF TENANT. If either party
         shall be in default under this Lease, the non-defaulting party may cure
         the default at any time for the account and at the expense of the
         defaulting party, if the defaulting party fails to cure, or commence to
         cure, such default within ten (10) days of written notice thereof from
         the defaulting party. The defaulting party shall reimburse the
         non-defaulting party upon demand for any amount expended by the
         non-defaulting party in connection with the cure, including, without
         limitation, attorneys' fees and interest.

11.4     INTEREST, ATTORNEY'S FEES AND LATE CHARGE. In the event of a Default by
         Tenant: (1) if a monetary Default, interest shall accrue on any sum due
         and unpaid at the rate of the lesser of ten percent (10 %) per annum or
         the highest rate permitted by law and, if Landlord places in the hands
         of an attorney the enforcement of all or any part of this Lease, the
         collection of any rent due or to become due or recovery of the
         possession of the Premises, Tenant agrees to pay Landlord's costs of
         collection, including reasonable attorney's fees for the services of
         the attorney, whether suit is actually filed or not. Other remedies for
         nonpayment of rent notwithstanding, if the monthly rental payment or
         any other payment due from Tenant to Landlord is not received by
         Landlord on or before the fifth (5th) day of the month for which the
         rent is due, a late payment charge of five percent (5%) of such past
         due amount shall become due and payable in addition to such amounts
         owed under this Lease.

11.5     ADDITIONAL REMEDIES, WAIVERS, ETC.

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

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

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

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

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

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


                           ARTICLE 12. RENEWAL OPTION

12.11    RENEWAL OPTION. Tenant shall have the option to renew this Lease for an
         additional term of two (2) years from December 1, 1999 through November
         30, 2001 ("Renewal Term"), by giving written notice to Landlord of the
         exercise of such option by June 1, 1999. The Renewal Term, if
         exercised, shall be upon the same terms and conditions as contained
         herein, except for Basic Rent. The base rental rate will be as follows:

         Months              Monthly Base Rent           Annual Base Rent
          1-24                  $21,780.00                  $261,360.00


               ARTICLE 13. AMENDMENT AND LIMITATION OF WARRANTIES

13.1     ENTIRE AGREEMENT. It is expressly agreed by Tenant, as a material
         consideration for the execution of this Lease, that this Lease, with
         the specific references to written extrinsic documents, is the entire
         agreement of the parties: that there are, and were, no verbal
         representations, warranties, understandings, stipulations, agreements
         or promises pertaining to this Lease or to the expressly mentioned
         written extrinsic documents not incorporated in writing in this Lease.

13.2     AMENDMENT. This Lease may not be altered, waived, amended or extended
         except by an instrument in writing signed by Landlord and Tenant.

13.3     LIMITATION OF WARRANTIES. Landlord and Tenant expressly agree that
         there are and shall be no implied warranties or merchantability,
         habitability, fitness for a particular purpose or of any other kind
         arising out of this Lease, and there are no warranties which extend
         beyond those expressly set forth in this Lease.


                            ARTICLE 14. MISCELLANEOUS

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

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

14.3     ACT OF GOD. Neither party shall not be required to perform any covenant
         of obligation in this Lease, or be liable in damages to the other
         party, so long as the performance or nonperformance of the covenant or
         obligation is delayed, caused or prevented by an act of God, force
         majeure or by the other party.

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

14.5     NOTICE. All rent and other payments required to be made by Tenant shall
         be payable to Landlord at the address set forth in Section 1.8. All
         payments required to be made by Landlord to Tenant shall be payable at
         the address set forth in Section 1.8, or at any other address within
         the United States as Tenant may specify from time to time by written
         notice. Any notice or document required or permitted to be delivered by
         the terms of this Lease shall be deemed to be delivered (whether or not
         actually received) when deposited in the United States Mail, postage
         prepaid, certified mail, return receipt requested, addressed to the
         parties at the respective addresses set forth in Section 1.8.

14.6     TENANT'S AUTHORITY. If Tenant executes this Lease as a corporation,
         each of the persons executing this Lease on behalf of Tenant does
         hereby personally represent and warrant that Tenant is a duly
         authorized and existing corporation, that Tenant is qualified to do
         business in the state in which the Premises are located, that the
         corporation has full right and authority to enter into this Lease, and
         that each person signing on behalf of the corporation is authorized to
         do so.

14.7     HAZARDOUS SUBSTANCES. Tenant shall not bring or store or handle on the
         Premises or Building any asbestos, petroleum or petroleum products,
         explosives, toxic materials, or substances defined as hazardous wastes,
         hazardous material, or hazardous substances under any federal, state,
         or local law or regulation ("Hazardous Materials") in violation of
         applicable law. Tenant's violation of the foregoing prohibition shall
         constitute a material breach and default hereunder and Tenant shall
         indemnify, hold harmless and defend Landlord from and against any
         claims, damages, penalties, liabilities, and costs (including
         reasonable attorney fees and court costs) caused by or arising out of
         (i) a violation of the foregoing prohibition or (ii) the presence of
         any Hazardous Materials released by Tenant on, under, or about the
         Premises or the Building during the term of the Lease. Tenant shall
         immediately give Landlord written notice of any suspected breach of
         this paragraph or upon learning of the presence of any release by
         Tenant of any Hazardous Materials, or upon receiving any notices from
         governmental agencies pertaining to Hazardous Materials which may
         affect the Premises or the Building. The obligations of Tenant and
         Landlord hereunder shall survive the expiration of earlier termination,
         for any reason, of this Lease. Landlord shall indemnify and hold Tenant
         harmless from any cost, expense, claim or liability charged or claimed
         against Tenant related to the presence of any Hazardous Materials first
         released or brought upon the Premises prior to the Commencement Date.

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

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

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


                            ARTICLE 15: ROTH SUBLEASE

15.1     ROTH SUBLEASE. Tenant's obligations under this Lease are contingent
         upon the execution and performance by Roth Corporation of a Sublease in
         accordance with the Sublease attached hereto as Exhibit D-1.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective the
day and year first above written.

LANDLORD:                                      TENANT:
By:      /s/ R. A. Burke              By:      /s/ Donald W. Moffatt
Its:     Owner                                 Its:     Chief Operating Officer
Date:    11/18/96                     Date:    11/14/96



CONSULT YOUR ATTORNEY: This document has been prepared for approval by your
attorney. No representation or recommendation is made by Broker as to the legal
sufficiency, legal effect, or tax consequence of this document or the
transaction to which it relates. These are questions for your attorney and
financial advisors.



                                    EXHIBIT A

                                    Site Plan


                  (Exhibit A is a diagram of the building site)
                               [DIAGRAM OMITTED]

                                    EXHIBIT B



LANDLORD IMPROVEMENTS:

Landlord, at its sole expense, without recapture, will:

     *    Pave and stripe the parking lots pursuant to the attached Exhibit B-1.
 
     *    Caulk and seal the exterior walls and paint exterior with an elastomer
          paint TO create a seat to prevent moisture.

     *    Landlord will replace the refrigerator in the model kitchen area.

     *    Landlord will have the roof replaced, as described on the attached
          Exhibit B-2.

     *    Make the following repairs:

          (a)  Change the locking mechanism in the upper and lower entrances to
               the office space to prevent people from becoming locked in the
               vestibule.

          (b)  Seal leak in the lower level windows in the lunch room area.

          (c)  On the westerly corner of the north wall, there is a protruding
               pipe which shall be sealed to the block to prevent moisture
               penetration.

          (d)  Replace/repair the glass and bulbs in the light standards in the
               upper parking lot.
               
          (e)  The crack between the walkway and the front door to the second
               level office shall be filled with cement or rubber.

     *    Remove existing signage and repair resulting damage. Landlord reserves
          the right to maintain directional signage to the Roth Company's space,
          which is satisfactory to Tenant, who shall not withhold its consent to
          such directional signage unreasonably.
          
     *    Landlord will have all existing HVAC equipment inspected (with Tenant
          to accompany inspector) and maintained to ensure that all HVAC
          equipment is in good operating condition as of the Lease commencement.


                                   EXHIBIT B-1


                      (paving contract WITH specifications)



             (Exhibit B-1 is a quotation from The Ryan Company, General
             Contractors for $49,470 for parking lot repair at 7640 Commerce
             Way, Eden Prairie, MN and a diagram of the parking areas.)



                                   EXHIBIT B-2


                 (Roof Replacement Contract with Specifications)


             (Exhibit B-2 is a quotation from Rayco Construction, Inc. for
             $248,283.00 of roof repair at 7640 Commerce Way, Eden Prairie, MN
             and a diagram of the roof.)



                                    EXHIBIT C
                      TENANTS ALTERATIONS AND IMPROVEMENTS:

Tenant plans on making the Required Alterations before occupying the Building
for use in early 1997. Optional Alterations will be made at the sole option of
Tenant and, if undertaken, will be completed later in the lease term. All items,
both Required and Optional, are hereby approved by Landlord, according to
Article 7.2.

                              REQUIRED ALTERATIONS

1.   DOOR: Add 3' employee entrance door on north wall between posts A7 & A8.
     Widening of existing paving for roll up door will be necessary near the
     door.

2.   SIDEWALK: Run sidewalk from the north parking lot to employee entrance door
     on north wall near post A4. An air lock vestibule will be constructed
     inside that entrance door.

3.   Build interior demising walls along the C column line, along post 4 line
     from post A4 (north wall) to post 4C, and along post line 2 from C2 to the
     shipping/receiving office northeast corner; paint interior surface of
     exterior walls.

4.   CEILING: Install drop ceiling to 12' clear height and drop sprinklers per
     appropriate codes; or, in the alternative, install ceiling insulation and
     new lighting, leaving ceilings at present height.

5.   AIR COMPRESSOR: Enclose air compressor in northwest corner of bay A. Run
     distribution lines as necessary.

6.   PHONE DATA LINES: Run fiber optics and phone lines to building from 14950
     Martin Drive.

7.   DRIVEWAY. Construct 24' driveway connection from southwest comer of
     property to northwest comer of 14950 Martin Drive.

8.   HVAC: Install roof top units in Bays A & B, install roof penetrations for
     possible future HVAC.

9.   WALL CHANGES: Demolish walls in mezzanine area and construct five offices.
     Demolish customer counter and walls nearby and leave open for testing
     machines, office cubicles.

10.  SECURITY: Update existing Honeywell system or install new including badges.
     Rekey doors.

11.  OUTSIDE LIGHTING: Replace existing flood lights with higher output
     lighting.

12.  SIGNAGE: Install directional signs and dock identification numbers, and
     informational and tenant identification signs.

13.  FLOORS: Clean, reseal as necessary, in warehouse areas.

14.  STAIRWAY: Install interior stairway with exterior exit in office area.

15.  BATHROOMS: Install handicap style bathroom(s) near warehouse area.

16.  LANDSCAPING: As needed, to commercially reasonable standards.

17.  EXTERIOR DOORS: Install firewall for one drive in door, replace other drive
     in door with three man doors.


                              OPTIONAL ALTERATIONS

1.   PARKING: Expand parking lot north of building.

2.   WALKWAY: Enclosed or covered walkway between Commerce Way and Martin Drive
     buildings.

3.   WALL CHANGES: Remove demising wall from post C4 to post C7. Install
     demising wall from shipping/receiving office to existing wall near column
     G2.

4.   HVAC: Install roof top units for Bays C, D, E & F.

5.   AIR COMPRESSOR: Install additional air compressor in bay D.

6.   GENERATOR: Install backup generator outside Building.

7.   DOCK PROTECTION: As needed for four northerly dock doors, similar to
     existing Formelt protection on two most southerly dock doors.



                                   EXHIBIT D-1

                           (Roth Corporation Sublease)

(Exhibit D-1 is a copy of the the sublease from CB Commercial Real Estate Group,
Inc. for the 14,000 square feet sublet by Roth Corporation at 7460 Commerce Way,
Eden Prairie, MN.)