LEASE

     THIS  LEASE  is made as of June 30,  1998  between  PW  INVESTMENT  LLC,  a
Wisconsin limited liability company ("Landlord") and TRAK INTERNATIONAL, INC., a
Delaware corporation("Tenant").

                                   DATA SHEET

     The  following  terms shall have the  meanings  set forth in this  section,
unless otherwise specifically modified elsewhere in this Lease:

     (1)  "Facility":  Approximately  63,800  square  foot  office/manufacturing
facility  located at 901 Sunset Road, Port Washington,  Wisconsin  consisting of
the Building and the Land, as set forth in Exhibit A.

     (2) "Land": The real property on which the Building is situated  consisting
of  approximately  4 acres and an additional nine (9) acres located to the south
of the Facility, more particularly described in Exhibit A.

     (3)  "Building":  The  approximately  63,800  rentable square foot building
situated on the Land.

     (4)  "Premises":  The  area  outlined  on the  Floor  Plan of the  Building
attached as Exhibit B. For purposes of this Lease,  the Premises shall be deemed
to  contain  44,800  rentable  square  feet  of  space  (32,000  square  feet of
manufacturing space and 12,800 square feet of office space).

     (5)  "Commencement  Date":  July 15, 1998 or such  earlier or later date as
provided in Section 2.2.

     (6)  "Expiration  Date":  July  14,  2002,  unless  otherwise  extended  or
terminated as provided in this Lease.

     (7) "Term":  Four (4) years from the Commencement  Date, as may be extended
or  terminated  as provided in this Lease.  Tenant shall have two (2) options to
extend the Term for three (3) years each following the Expiration Date.

     (8) "Permitted Uses":  Manufacturing and testing of construction  equipment
and  related  accessories,  service  training  and  product  display and general
office.

     (9) "Base  Rent":  "Base  Rent":  $219,350.00  per year,  payable  in equal
monthly  installments  of  $18,279.16  in advance,  adjusted as provided in this
Lease.

     (10) "Tenant's Percentage": 88.19%.

     (11) "Security Deposit": $0.

     (12) Addresses for notices, consents, and payments:

Landlord:                                       Tenant:

PW Investment LLC                               TRAK International, Inc.
c/o Paul Weise Real Estate Corp.                d/b/a Compact Technologies
342 North Water Street, Suite 200               369 West Western Avenue
Milwaukee, Wisconsin 53202                      Port Washington, Wisconsin 53074


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Article 1.  PREMISES

     1.1 Demise.  Landlord  leases to Tenant and Tenant rents from  Landlord the
Premises and the Land,  for the Term and in  accordance  with the  provisions of
this Lease.

     1.2 Landlord's Title;  Covenant of Quiet Enjoyment.  Landlord warrants that
it owns the Facility  free and clear of any easements or other  encumbrances  or
restrictions  that might impair  Tenant's rights under this Lease. As long as no
uncured Event of Default  (defined below) exists and the Lease is in full force,
Landlord  covenants  that Tenant shall  peaceably and quietly enjoy the Premises
free from any claims of Landlord or persons claiming through  Landlord,  subject
to the provisions of the Lease.

     1.3 Utilities.  Tenant shall pay for all utilities or services furnished to
the Premises or used by Tenant, including water, sewer, gas, electricity,  fuel,
light, heat, power and cable television, whether determined by separate metering
(which  Landlord  may  provide at  Landlord's  option and  expense) or billed by
Landlord to Tenant as Tenant's Share of Operating  Expenses.  Landlord shall not
be liable for any  interruption  or failure  in the supply of  utilities  to the
Premises.  To the extent  Tenant has control of the  thermostat  regulating  the
level of heat in the Premises,  Tenant shall maintain a sufficient level of heat
in the Premises to prevent  freezing  and other  damages to the Premises and the
Facility.

     1.4 Signs.  Tenant may, at Tenant's expense,  install and maintain one sign
at the  entry  to the  Premises  identifying  Tenant  and  any  other  permitted
occupants as the occupants of the Premises.  The  appearance and location of the
sign must conform, in Landlord's  reasonable judgment,  with Facility standards.
Installation  and  maintenance  of the sign shall be  subject to the  provisions
governing  improvements and alterations to the Premises below. Landlord approves
Tenant's signs in existence as of the date of this Lease.

     1.5 Common Areas.  Tenant's use and occupancy of the Premises shall include
the reasonable  nonexclusive  use of the "Common  Areas," defined as the parking
areas, service roads, sidewalks,  landscaped areas, lobbies, atriums, elevators,
stairways, corridors, restrooms and other areas so designated by Landlord within
the Facility.  Tenant shall not encumber or obstruct the Common Areas, nor allow
them to be  obstructed  or  encumbered,  nor place  anything in the Common Areas
without Landlord's prior consent.

     1.6  Facility  Systems.  Landlord may install,  use,  maintain,  repair and
replace pipes, cables,  conduits,  plumbing,  vents and telephone,  electric and
other  wires  and other  items in the  Premises  to the  extent  Landlord  deems
appropriate for the proper operation and maintenance of the Facility.  Except in
the case of an  emergency,  Landlord  shall give  Tenant at least 24 hours prior
notice to the  installation,  maintenance,  repair or  replacement  of  facility
systems  pursuant to this Section 1.6 and Landlord shall use its best efforts to
complete such work without material interruption of Tenant's operations.

     1.7 No Easements.  No implied easements are granted by this Lease. Landlord
may close  any  portion  of  Building  or Land  areas to the  extent as may,  in
Landlord's opinion, be necessary to prevent a dedication of or accrual of rights
in those areas to any person or the public.

     1.8  Landlord's  Access.  Landlord shall have access to the Premises at all
reasonable times on 24 hours prior notice, and at any time in an emergency, for


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<PAGE>

inspection,  showing for lease or sale,  performing  maintenance and repairs and
for all other purposes contemplated elsewhere in this Lease.

Article 2.  TERM

     2.1  Commencement  Date.  The Term  shall  begin on the  Commencement  Date
specified in the Data Sheet. This Lease shall be null and void if Landlord fails
to  purchase  the  Premises  and  Land and  obtain  all  necessary  governmental
approvals of the Permitted Uses on or before July 31, 1998.

     2.2 Delayed or Early Possession.

          (a) If Landlord fails to deliver  possession by the Commencement  Date
set forth in the Data Sheet, Tenant's obligation to pay Base Rent and Additional
Rent (defined below;  referred to  collectively  with Base Rent as "Rent") shall
not commence until possession is delivered.  However, this Lease shall remain in
full force and the Expiration Date shall not be modified.  Landlord shall not be
subject to any claims or  liability  for  failure to deliver  possession  of the
Premises on the Commencement Date set forth in the Data Sheet.

          (b) If Tenant is given and accepts  possession of the Premises  before
the  Commencement  Date set forth in the Data Sheet,  the Term and all  Tenant's
obligations under this Lease shall begin on the date possession is accepted, but
the Expiration Date shall not be modified.

     2.3  Expiration  Date.  The Term of this Lease shall end on the  Expiration
Date specified in the Data Sheet. 

     2.4 Options to Extend. Tenant shall have two (2) options to extend the Term
for a period of three (3) years  each.  Tenant  shall  exercise  its  options to
extend by providing  Landlord with written  notice at least six (6) months prior
to the expiration of the then current Term.  The Term, if extended,  shall be on
the same  terms  and  conditions  set  forth  in this  Lease,  including  annual
adjustment to Base Rent and Additional Rent.

     2.5 Rent  Prorations.  In any partial  month or year during the Term, or if
Tenant is unable to operate its  business  in the  Premises in the manner and on
each  day as  required  under  this  Lease  due to fire  or  other  casualty  or
condemnation  of any part of the Facility,  Rent for the partial month,  year or
the time affected by Tenant's  inability to operate shall be prorated on a daily
basis.

Article 3.  USE

     3.1 Permitted  Uses.  Tenant shall use the Premises only for Permitted Uses
and for no other purpose without Landlord's prior consent, which may be withheld
in Landlord's reasonable discretion.

     3.2  Exclusive  Uses.  Landlord  may grant other  occupants of the Facility
exclusive  rights to engage in particular  uses at the  Facility,  provided such
uses do not impair the Permitted Uses granted to Tenant pursuant to this Lease.

     3.3  Compliance  with Law, Etc.  Tenant shall not commit at the Facility or
permit on the Premises any (a) violation of law (including,  without limitation,
the  Americans  With  Disabilities  Act) or private  restriction;  (b) public or
private nuisance;  (c) act or condition in the Premises that would invalidate or
conflict with


                                       -3-

<PAGE>

any insurance  policy covering the Facility,  the Premises or property in either
or make insurance unavailable or more expensive;  (d) waste; or (e) other act or
thing that could  injure the  reputation  of the  Facility  or disturb any other
occupant of the Facility.

     3.4  Signs.  Tenant  shall  not  place on the  Premises  signs,  lettering,
displays,  advertising or pictures visible from outside the Premises  (including
on windows or doors)  without  Landlord's  prior  approval,  which  shall not be
unreasonably withheld.

     3.5  Locks.  Tenant  shall not  change  any locks in the  Premises  without
Landlord's  prior consent.  This provision  shall not apply to Tenant's safes or
other  areas  maintained  by  Tenant  for the  safety  and  security  of  money,
securities,  negotiable  instruments,  confidential business information,  trade
secrets and practices or other valuables.

     3.6 Floor Loads. Tenant shall not use the Facility in any manner that would
exceed recommended floor load limits.

     3.7 Notice of Conditions.  Landlord gives Tenant  exclusive  control of the
Premises  and shall have no  obligation  to inspect the  Premises.  Tenant shall
promptly  report to Landlord any  defective  condition in the Facility  known to
Tenant. If Tenant fails to report any known defective condition, Tenant shall be
responsible  to Landlord  for any  liability  or expense  (including  reasonable
attorney's  fees)  incurred by Landlord  that would not have been  incurred  had
Tenant promptly reported the defective condition to Landlord.

Article 4.  BASE RENT

     4.1 Base Rent. Tenant shall pay to Landlord,  without set off, deduction or
demand,  Base Rent, as adjusted from time to time,  in monthly  installments  in
advance on or before the first day of each month.

     4.2 Base Rent Adjustment. Commencing on July 15, 2000 and the same day each
year thereafter  (each an "Adjustment  Date"),  including any extension of time,
Base  Rent  shall be  adjusted  to be an  annual  amount  equal to the Base Rent
payable by Tenant  immediately  preceding the Adjustment Date plus three percent
(3%) of the Base Rent then in effect.

Article 5.  ADDITIONAL RENT

     5.1 Definition of "Taxes".

          (a) For  purposes  of this  Lease,  "Taxes"  shall mean the  following
items:

                    (1)       General   real  estate   taxes   relating  to  the
                              Facility.

                    (2)       Installments  of  special  assessments,  including
                              interest,   relating  to  the  Facility,   in  the
                              smallest annual amount permitted to be paid by law
                              or Landlord's mortgage lender or ground lessor.

                    (3)       Personal  property  taxes  relating to  Landlord's
                              fixtures at the  Facility or  Landlord's  personal
                              property  used in  connection  with  operation  or
                              maintenance of the Facility.


                                       -4-

<PAGE>

                    (4)       Landlord's  expenses  for  professional  and other
                              services  (including  but not  limited to fees and
                              expenses of consultants, attorneys, appraisers and
                              experts)  in  connection  with  efforts  to secure
                              lowered  real  estate  tax   assessments   on  the
                              Facility or to resist increased assessments.

          (b) Notwithstanding the foregoing definition,

                    (1)       If any  component  of  Taxes  payable  during  any
                              calendar  year  relates  to a period  in excess of
                              twelve  calendar  months,  the  prorated  portions
                              applicable to the excess periods shall be included
                              in Taxes for the years to which they relate rather
                              than the current year.

                    (2)       Taxes  shall  not   include  any  income,   excess
                              profits,    franchise,     estate,    inheritance,
                              succession, capital levy or transfer taxes, except
                              to the  extent any of these  taxes are  imposed in
                              lieu of real estate or other ad valorem taxes.

                    (3)       Taxes shall not  include  any  utility  connection
                              charges or special assessments the amount of which
                              is based on the use of the Premises, the number or
                              sizes of utility meters  dedicated to the Premises
                              or  any  other  characteristic   specific  to  the
                              Premises rather than to the Building,  the Land or
                              the Facility as a whole.  Tenant shall pay 100% of
                              all such sums to  Landlord as  Additional  Rent as
                              provided below.

     5.2 Definition of "Operating Expenses".

          (a) For purposes of this Lease,  "Operating  Expenses"  shall mean all
expenses incurred by Landlord with respect to the ownership and operation of the
Facility as  determined  by Landlord in accordance  with  accounting  principles
consistently  followed.  The term includes, but is not limited to, the following
expenses:

                    (1)       Premiums for fire,  extended  coverage and general
                              liability  insurance  required of  Landlord  under
                              this Lease.

                    (2)       Costs of services, supplies and materials incurred
                              in  connection  with  and  cleaning,  maintenance,
                              repairs,   redecorating,   utilities   and   other
                              services provided by Landlord under this Lease, to
                              the extent not separately  charged to occupants of
                              the Facility,  excluding Tenant Improvements to be
                              completed by Landlord under this Lease.

                    (3)       Electricity,  telephone,  cable, water, sewer, gas
                              and other fuel, air conditioning and other utility
                              charges,  all  to  the  extent  provided  and  not
                              separately  paid  by  occupants  of  the  Facility
                              directly to the utility providers.

                    (4)       Expenses  allocated to the Facility under easement
                              agreements,   service  or  operating   agreements,
                              declarations,   covenants  or  other   instruments
                              providing for sharing of facilities or payment for
                              services.


                                       -5-

<PAGE>

                    (5)       Reasonable   charges  to   amortize,   over  their
                              reasonable life on a straight line basis,  any and
                              all  improvements  or alterations to the Facility,
                              or  equipment  installed  in it,  solely  for  the
                              purpose  of   reducing   Operating   Expenses   or
                              complying  with  legal or  insurance  requirements
                              that  were not  mandatory  as of the  Commencement
                              Date.

                    (6)       The total cost, including  compensation and fringe
                              benefits, of Landlord's employees whose duties are
                              connected  with the operation and  maintenance  of
                              the  Facility  (but only for the  portion of their
                              time allocable to work related to the Facility).

                    (7)       Management fees equal to two percent (2%) of gross
                              collections  for the Premises (Base and Additional
                              Rent).

          (b) Notwithstanding the foregoing definition, Operating Expenses shall
not include the following expenses:

                    (1)       Taxes, as defined above.

                    (2)       Costs paid to Landlord's  affiliates to the extent
                              they exceed competitive levels.

                    (3)       Costs of any capital  improvement  to the Facility
                              or  depreciation  allowance or expense,  except as
                              specifically included above.

                    (4)       Costs of repairing or replacing  any items covered
                              by insurance or warranty,  to the extent insurance
                              or  warranty   proceeds  are  made   available  to
                              Landlord to pay the costs.

                    (5)       Costs of leasing,  procuring or  renovating  space
                              for occupants of the Facility.

                    (6)       Legal  expenses  incident  to  enforcement  of any
                              lease.

                    (7)       Interest  and  principal  payments  on any loan or
                              ground rental payments.

                    (8)       Reserves for future expenses.

                    (9)       Bad debt expenses or reserves.

                    (10)      Costs  related to any  refinancing  or sale of the
                              Facility.

                    (11)      Costs in connection  with any dispute  relating to
                              Landlord's title to the Facility.

                    (12)      Costs  resulting  from  Landlord's  or its agents'
                              negligence,  violation  of law,  violation  of any
                              lease in the  Facility  or failure to pay any bill
                              before delinquency.


                                       -6-

<PAGE>

          (c) If Landlord  selects the accrual method of accounting  rather than
the cash method for operating  expense  purposes,  Operating  Expenses  shall be
deemed to have been paid when accrued.

     5.3  Payment.  Tenant  shall pay as  "Additional  Rent,"  without  set off,
deduction  or demand,  Tenant's  Percentage  of Taxes,  Tenant's  Percentage  of
Operating  Expenses and all other amounts permitted to be imposed against Tenant
under any other  provision of this Lease  concurrently  with the next succeeding
installment of Base Rent following  notice of the amount of the Additional Rent,
unless a different time for payment is specified in this Lease.

     5.4 Estimate. Before the Commencement Date and during December of each year
during the Term or as soon  afterward as is  practicable,  Landlord shall notify
Tenant of Landlord's  estimate of the Additional  Rent payable to Landlord under
this  Article  during  the first  year and for the  following  year of the Term,
respectively. On or before the first day of each month after each notice, Tenant
shall pay to Landlord 1/12th of the estimated  Additional Rent for that year. If
notice is not given when required,  Tenant shall continue to pay on the basis of
the prior  estimate  until  the first day of the month  after the month in which
notice is given,  at which  time  Tenant  shall pay any  shortage,  or receive a
credit for any overage,  arising  from the  payments  that should have been made
according to the new  estimate.  If at any time it appears to Landlord  that the
Additional Rent payable for the current year will vary from Landlord's estimate,
Landlord shall notify Tenant of Landlord's  revised  estimate for that year, and
Tenant's  subsequent  payments  during  that year shall be based on the  revised
estimate.

     5.5 Annual Adjustment.

          (a)  Within 90 days  after the end of each year  during the Term or as
soon  afterward as is  practicable,  Landlord  shall notify  Tenant of the total
Additional  Rent payable to Landlord  under this  Article for that year.  If the
Additional Rent payable exceeds the Additional Rent paid by Tenant, Tenant shall
pay the  excess to  Landlord  within 30 days  after  Landlord's  notice.  If the
Additional  Rent owed is less than the  Additional  Rent  paid,  Landlord  shall
credit the overpayment toward the next accruing Rent.

          (b) Tenant may, by notice to Landlord within 30 days after  Landlord's
notice 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 5%, Landlord shall pay the cost of
the audit.  Otherwise,  Tenant shall pay the cost of the audit, provided that if
more than one occupant of the Facility has requested an audit, the cost shall be
divided among Tenant and the other  occupants in proportion to their  Percentage
Interests.

     5.6      Other Adjustments.

          (a) Whenever the Facility is not 100% occupied  during any part of any
calendar year during the Term,  Tenant's  Percentage as to that part of the year
shall be adjusted to the ratio the rentable square footage of the Premises bears
to the greater of (1) the total average rentable area leased (pursuant to leases
under which the term has commenced) in the Facility for that year, or (2) 95% of
the total average rentable area of the Facility for that year.


                                       -7-

<PAGE>

          (b) Whenever the Facility is not 100% occupied  during any part of any
calendar  year,  the  components  of Taxes and  Operating  Expenses that vary in
relation to the level of occupancy  of the Facility  shall be "grossed up" as to
that part of the year so that Tenant is  allocated  its  proportionate  share of
actual Taxes and Operating Expenses.

          (c) Whenever  Landlord  receives  a  property  tax  credit or reduced
assessment on the Facility during any part of any calendar year during the Term,
and the credit or reduction is granted  under any law  providing  favorable  tax
treatment for another tenant or tenant(s) of the Facility,  Tenant's  Percentage
of Excess  Taxes shall be based on what Taxes would have been without the credit
or reduction.

          (d) Notwithstanding anything in this Article to the contrary, Landlord
may  specially  assess  Tenant for cost of  additional  electricity,  utilities,
services or other items of Taxes or Operating  Expenses  (and shall  accordingly
reduce  the  total  amount  of Taxes or  Operating  Expenses  on which  Tenant's
Percentage of Taxes or Tenant's  Percentage of Operating  Expense is calculated)
to the extent  Tenant's  use or  consumption  of these  items  warrants  such an
assessment.

          (e) Tenant's  Percentage shall be equitably adjusted in the event of a
change in the number of rentable  square feet of space in the Facility or in the
Premises.

     5.7 Tenant's Personal Property Taxes. Tenant shall pay prior to delinquency
all taxes imposed on Tenant's improvements, fixtures or personal property in the
Premises.  Tenant  shall  request a separate  assessment  and  billing for these
taxes. If taxing  authorities  include in calculating  Taxes on the Facility the
value  of  any  property  belonging  to  Tenant,  Tenant  shall  pay  all  Taxes
attributable to that property directly to the taxing authorities;  provided such
payment is not a duplication of Taxes separately billed and paid by Tenant.

     5.8  Extension.  Landlord's  failure to notify Tenant of an amount due from
Tenant under this Article shall not be a waiver of  Landlord's  right to collect
that  amount,  but shall  only  extend the time for  Tenant's  payment to a date
allowing Tenant the period of time otherwise  allowed for making the payment had
Landlord notified Tenant on time.

Article 6.  INSURANCE, RELEASES, AND INDEMNIFICATIONS

     6.1 Definitions. As used in this Article and elsewhere in this Lease:

          (a)  A  party's  "Indemnitees"  are  (1)  its  shareholders,  members,
partners,  venturers,  beneficiaries or other principals, and (2) its directors,
officers, managers, trustees,  employees, agents and other persons authorized to
act on its behalf; and

          (b) A party's  "Users"  are (1) its  Indemnitees,  (2) its  customers,
business  associates and other  invitees and  licensees,  and (3) in the case of
Tenant,  its  subtenants,  and in the case of Landlord,  its lessees (other than
Tenant) and their subtenants.

     6.2 Landlord's Insurance.

          (a)  Landlord  shall keep the  Facility  insured  for  Landlord's  own
benefit  in an  amount  equal to the  Facility's  replacement  value  (excluding
deductibles,

                                       -8-

<PAGE>

co-insurance  and  foundation,  grading and  excavation  costs)  against loss or
damage by fire,  windstorms,  hail,  explosion,  vandalism,  malicious mischief,
civil   commotion  and  such  other  risks  and  coverages,   including   rental
interruption  insurance,  as are now or may in the future be customarily covered
with respect to buildings  and  improvements  similar in  construction,  general
location, use, occupancy and design to the Facility ("Comparable Properties").

          (b) Landlord  shall  maintain,  for its benefit and the benefit of its
managing agent (if any),  general public liability  insurance against claims for
personal injury, death or property damage occurring at the Facility.

          (c) These  insurance  provisions  shall  not limit or modify  Tenant's
obligations  under any provision of this Lease.  All insurance  premiums paid by
Landlord with respect to the Facility shall be considered "Operating Expenses."

     6.3 Tenant's Insurance.

          (a)  Tenant  shall  at its  expense  keep  all  machinery,  equipment,
furniture,  fixtures,  personal  property and business  interests located at the
Premises and not  belonging  to Landlord  insured for  Tenant's  benefit,  in an
amount equal to the lesser of their full  replacement  value or insurable value,
against  loss or  damage by fire and such  other  risks as are now or may in the
future be  customarily  insured  against  by tenants  in  Comparable  Properties
including, without limitation,  windstorms, hail, explosions,  vandalism, theft,
malicious mischief,  civil commotion,  water damage,  sprinkler leakage and such
other coverage as Landlord or Tenant may deem appropriate or necessary.

          (b) Tenant  shall at its expense  maintain  general  public  liability
insurance  for the  mutual  benefit of  Landlord,  mortgagees  of the  Facility,
Landlord's  managing  agent (if any) and  Tenant  against  claims  for  personal
injury,  death or property  damage  (including  contractual  liability  coverage
applicable  to this  Lease and  insuring  Tenant's  indemnification  obligations
provided  for  below)  occurring  at the  Premises,  to the  limits  of at least
$2,000,000  in  respect  to the  injury  or death to a single  person,  at least
$2,000,000 in respect to any one accident and at least  $5,000,000 in respect to
any property damage.

          (c) Insurance  policies  maintained  pursuant to this section shall be
written by companies  reasonably  satisfactory  to Landlord that are licensed or
authorized  to do business and in good  standing in the state where the Facility
is  located  and  have a  rating  issued  by an  insurance  rating  organization
(including,  without  limitation,  A.M.  Best &  Company)  of not less  than the
second-best rating. The certificates evidencing such insurance,  and renewals or
replacements at least 30 days before expiration of coverage,  shall be delivered
to Landlord with evidence  satisfactory  to Landlord that the premiums have been
paid. The policies shall not be terminable  without 30 days prior written notice
to Landlord. Any such coverage shall be deemed primary to any liability coverage
secured by Landlord.

     6.4 Releases.

          (a) Insurance policies maintained pursuant to this Article for loss or
damage by fire or other risks shall  permit  releases of  liability  as provided
below and  include  waiver of  subrogation  clauses  as to Tenant  and  Landlord
respectively.  Landlord  and Tenant waive and release and  discharge  each other
from all claims or demands  arising out of damage to  destruction or loss of use
of property caused by fire or other casualty  arising due to any act or omission
of the other or its Users and agree to look

                                      -9-

<PAGE>

only to  their  respective  insurance  coverages  in the  event  of such a loss.
Notwithstanding  the foregoing  releases,  if any damage to the Facility results
from any act or  omission of Tenant or its Users and any of  Landlord's  loss is
deductible,  Tenant shall pay to Landlord the  deductible  amount (not to exceed
$5,000 per event).  This paragraph shall not affect Tenant's repair  obligations
under other provisions of this Lease.

          (b)  Except  for  claims  arising  out of  Landlord's  or  its  User's
intentional  acts or  omissions,  to the extent not  prohibited  by law,  Tenant
waives all  claims,  and  Landlord  and its  Indemnitees  shall not be liable to
Tenant,  for damage during the Term to Tenant's property or business,  including
consequential  damages,  occurring at the Facility.  This paragraph  shall apply
especially, but not exclusively,  to damage caused by water, snow, frost, steam,
refrigerators, sprinkling devices, air conditioning apparatus, excessive heat or
cold, falling plaster,  broken glass,  sewage,  gas, odors,  noise,  bursting or
leaking of pipes or plumbing  fixtures or the  flooding  of  basements  or other
subsurface  areas  and shall  apply  equally  whether  damage  results  from the
negligent acts or omissions of Landlord's Users or any other persons and whether
damage results from any of the foregoing causes or otherwise.

          (c) All  property  in the  Facility  belonging  to Tenant or its Users
shall be at Tenant's sole risk.  Except for the intentional acts of omissions of
Landlord or its Users,  Landlord  shall not be liable for damage,  theft or loss
affecting  this property and Tenant shall defend and indemnify  Landlord and its
Indemnitees against claims and liability for injuries to this property.

          (d) Landlord  does not warrant  that any of the services  Landlord may
supply  will be free from  interruption  and these  services  are subject to all
laws, ordinances, regulations and guidelines of governmental authorities. Tenant
acknowledges  that any one or more of these  services may be suspended by reason
of accident,  repairs,  alterations,  improvements  or causes beyond  Landlord's
reasonable  control.  Any such  interruption  of service  shall not be deemed an
eviction or  disturbance  of Tenant's use and  possession of the Premises or any
part of it or render  Landlord liable to Tenant for damages by abatement of Rent
or relieve Tenant from performance of its obligations under this Lease.

     6.5 Indemnifications.

          (a) Subject to  Paragraph  (c),  Tenant shall  indemnify  Landlord and
Landlord's  Indemnitees  against any and all  damages  claimed to be suffered by
third  parties  (including  reasonable  attorneys'  fees and all other costs and
liabilities  incurred in connection  with any action or proceeding  brought with
respect  to such a claim)  arising  from any (1)  default  by Tenant  under this
Lease, (2) condition  inconsistent  with any  representation or warranty made by
Tenant under this Lease,  except to the extent  caused by Landlord or its Users,
(3) act or negligence by Tenant or its Users, or (4) accident,  injury or damage
in or about the Premises or the  Facility to the extent  caused by Tenant or its
Users.  If an action or  proceeding  is brought  against  Landlord or any of its
Indemnitees with respect to such a claim, Tenant, on notice from Landlord, shall
resist or defend the action or proceeding by counsel reasonably  satisfactory to
Landlord.

          (b) Subject to Paragraph  (c),  Landlord  shall  indemnify  Tenant and
Tenant's Indemnitees against any and all damages claimed to be suffered by third
parties  (including   reasonable   attorneys'  fees  and  all  other  costs  and
liabilities  incurred in connection  with any action or proceeding  brought with
respect to such a claim)  arising  from any (1) default by  Landlord  under this
Lease, (2) condition

                                      -10-

<PAGE>

inconsistent  with any  representation  or warranty made by Landlord  under this
Lease, except to the extent caused by Tenant or its Users, (3) act or negligence
by  Landlord  or its Users,  or (4)  accident,  injury or damage in or about the
Facility  to the  extent  caused  by  Landlord  or its  Users.  If an  action or
proceeding is brought against Tenant or any of its  Indemnitees  with respect to
such a claim, Landlord, on notice from Tenant, shall resist or defend the action
or proceeding by counsel reasonably satisfactory to Tenant.

          (c) Whenever Landlord and Tenant are jointly responsible (whether with
each  other  or with  others)  for  damages  suffered  by a third  party,  their
indemnification  obligations  under  this  Section  shall  be  limited  to their
respective percentages of responsibility for the damages.

          (d)  These  indemnification  obligations  do not  apply to the  extent
Landlord  and Tenant  have  released  each other from claims  elsewhere  in this
Lease.

          (e) These  indemnification  obligations  shall  survive  expiration or
earlier termination of this Lease.

Article 7.  HAZARDOUS MATERIALS

     7.1 Definitions. For purposes of this Lease:

          (a)  "Hazardous  Material" is used in its broadest sense and means any
asbestos,   petroleum   based   products,   pesticides,   paints  and  solvents,
polychlorinated  biphenyl,  lead,  cyanide,  DDT, acids,  ammonium compounds and
other chemical products and any substance or material defined or designated as a
hazardous or toxic  substance,  material,  waste,  or other similar term, by any
Environmental Law.

          (b)  "Environmental  Law" is used in its broadest  sense and means any
federal,  state,  or  local  statute,   ordinance,   regulation,   or  court  or
administrative  order affecting the Facility  presently in effect or promulgated
in the  future,  as amended  from time to time,  regulating  hazardous  or toxic
substances, including but not limited to the following statutes:

                    (1)       Resource Conservation and Recovery Act of 1976, 42
                              U.S.C.ss.6901 et seq. 

                    (2)       Comprehensive Environmental Response, Compensation
                              and  Liability Act of 1980,  40  U.S.C.ss.1801  et
                              seq. 

                    (3)       Clean Air Act, 42 U.S.C. ss.ss. 74017626.

                    (4)       Water  Pollution  Control Act (Clean  Water Act of
                              1977), 33 U.S.C.ss.1251 et seq. 

                    (5)       Insecticide,   Fungicide   and   Rodenticide   Act
                              (Pesticide Act of 1987), 7 U.S.C.ss.135 et seq.

                    (6)       Toxic Substances  Control Act, 15 U.S.C.ss.2601 et
                              seq.

                    (7)       Safe  Drinking  Water Act, 42  U.S.C.ss.300(f)  et
                              seq.

                    (8)       National   Environmental   Policy  Act  (NEPA)  42
                              U.S.C.ss.4321 et seq.


                                      -11-
<PAGE>

                    (9)       Refuse Act of 1899, 33 U.S.C.ss.407 et seq.

     7.2  Tenant's  Covenants.  Tenant  shall not cause or permit any  Hazardous
Material  to be brought  on,  kept,  stored or used in or about the  Facility by
Tenant or its Users,  unless the  Hazardous  Material is necessary for Permitted
Uses and will at all times be used,  kept,  stored and  disposed  of in a manner
that  complies at all times with all  Environmental  Laws and will not create an
undue risk to other  occupants  of the  Building,  giving  consideration  to the
nature of the Building.  Tenant shall promptly  notify  Landlord of any possible
contamination  of the  Facility  that  becomes  known to  Tenant.  Tenant  shall
indemnify  and hold  Landlord  harmless  from and  against  any and all  claims,
actions,  damages,  liabilities and costs (including reasonable attorneys' fees)
incurred by Landlord or its agents arising out of or from the  contamination  by
Hazardous  Materials of the  Premises or Facility or violation of  Environmental
Laws which is  permitted or caused by Tenant,  its agents or invitees  after the
date of this Lease,  except to the extent such  contamination  or  violation  is
caused by Landlord, its agents or third parties.

     7.3  Remediation.  In  addition to Tenant's  other  obligations  under this
Lease,  if the  presence of any  Hazardous  Material at the  Facility  caused or
permitted  by  Tenant  results  in  any  contamination  of the  Facility  or the
violation  of law,  Tenant  shall be  responsible  for the  cost of all  actions
necessary  to  return  the  Facility  to the  condition  existing  prior  to the
introduction of the Hazardous  Material or the violation of law.  Landlord shall
have the option of taking such actions at Tenant's  expense or requiring  Tenant
to do so itself. If Landlord  requires Tenant to take any such action,  any work
required on the  Facility  shall be treated as if it were an  alteration  to the
Facility  subject  to  Article 9 below.  Further,  Tenant  shall on  demand  pay
Landlord the amount,  if any, by which the  Facility's  value has decreased as a
result of the  contamination  or  violation.  Tenant's  obligations  under  this
Paragraph shall survive expiration or earlier termination of this Lease.

     7.4  Representation  by Landlord.  Landlord  represents  that to Landlord's
knowledge, without independent investigation,  the Premises and the Facility are
free from  contamination  by Hazardous  Materials.  Landlord  shall not cause or
permit any Hazardous Material to be brought on, kept, stored or used in or about
the Facility in violation of any  Environmental  Laws.  Landlord shall indemnify
and hold Tenant harmless from and against any and all claims, actions,  damages,
liabilities and costs (including  reasonable attorneys' fees) incurred by Tenant
or its agents arising out of or from the contamination by Hazardous Materials of
the Premises or Facility or violation of Environmental Laws which occurred prior
to the date of this Lease,  except to the extent such contamination or violation
was caused by Tenant or its agents.

Article 8.  MAINTENANCE AND REPAIRS

     8.1  Facility.   Landlord   shall  maintain  the  exterior  and  structural
components of the Facility (including heating, air conditioning,  electrical and
plumbing systems),  the Common Areas and any signage shared by Tenant and others
in good order and repair and in compliance with  applicable  law.  Landlord may,
upon  reasonable  prior notice  (except in the case of an  emergency,  no notice
shall be  required),  temporarily  close  off  Common  Areas or  entries  to the
Facility or temporarily suspend services or amenities to facilitate  maintenance
and repair work.  Landlord shall schedule and perform maintenance and repairs so
as to minimize interference with Tenant's use of the Premises.

                                                            
     8.2  Premises.  Tenant  shall at its expense keep the Premises and Tenant's
signage  (if any) in as good  order,  condition  and repair as existed  when the
Tenant

                                      -12-

<PAGE>

Improvements were completed, reasonable wear and tear and damage from casualties
against  which  Landlord  is required to insure  excepted.  Notwithstanding  any
provisions  of this Lease to the contrary,  unless caused by a casualty  against
which  Landlord  is  required to insure,  Tenant  shall at its expense  promptly
repair to Landlord's  satisfaction  all damage to the Facility caused by any act
or omission of Tenant or its Users. All repairs shall be in quality and class at
least equal to the original work and shall comply with all applicable laws.

     8.3 Refuse.  Tenant shall keep the Premises clean inside and out and remove
all refuse resulting from Tenant's operations.  Tenant shall segregate refuse as
Landlord  may  reasonably  require for  recycling  purposes,  keep it in covered
containers and have it removed regularly to designated areas at the Facility.

Article 9.  IMPROVEMENTS AND ALTERATIONS

     9.1 Consent Required. Tenant shall not make any improvements or alterations
to the Premises  ("Work") without  Landlord's prior consent,  which shall not be
unreasonably  withheld.  Landlord  may  condition  its consent on its receipt of
copies of contracts, plans,  specifications,  permits and licenses, and on third
party  indemnifications,  performance bonds and evidence of insurance reasonably
satisfactory to Landlord. Tenant shall defend and indemnify Landlord against any
and all claims and liability connected with the Work.

     9.2 Labor.  All Work shall be done by contractors  or mechanics  reasonably
satisfactory  to  Landlord.  Tenant  shall do no Work of a nature or in a manner
likely to result in a labor dispute or materially  interfere  with  operation of
the Facility.

     9.3 Compliance and Quality.  All Work shall comply with all applicable laws
and insurance requirements (including, without limitation, worker's compensation
insurance  laws  and  requirements)  and  shall  be  performed  in  a  good  and
workmanlike manner. All materials shall be new and of at least as good a quality
as those installed in the Premises on the Commencement Date. Tenant shall permit
Landlord  to  inspect  construction  operations  in  connection  with the  Work.
Landlord's  approval  and  inspection  of  the  Work  shall  not  constitute  an
assumption of responsibility  for the accuracy and sufficiency of Tenant's plans
and  specifications,  or their  compliance,  or the compliance of any Work, with
applicable law, all of which shall be entirely Tenant's responsibility.

     9.4  Expenses.  Tenant  shall  pay the  cost of all  Work  and the  cost of
restoring the Facility to the condition that existed before  commencement of the
Work. On completion of the Work, Tenant shall furnish Landlord with contractor's
affidavits,  full and final lien waivers and receipted  bills covering all labor
and materials.

     9.5 Liens.  Tenant  shall  notify all  contractors  that their lien  rights
attach only to Tenant's interest in the Premises, and Landlord shall be entitled
to post a notice in the  Premises to that effect  during any Work.  Tenant shall
cause to be discharged or bonded over, within 10 business days after filing, any
construction lien claim filed against the Facility for work or materials claimed
to have been performed for or furnished to or on behalf of Tenant.

     9.6 Title to Improvements.  All  improvements  constructed by Tenant on the
Premises shall be Landlord's property.

     9.7 Removal of  Improvements.  Landlord,  by notice to Tenant,  may require
Tenant to remove at Tenant's expense (1) at any time, any  improvements  made by
Tenant in the

                                      -13-

<PAGE>

Premises and not included in Tenant's  Improvements  or consented to by Landlord
pursuant to this Article;  (2) on termination of this Lease or Tenant's right of
possession,  any  improvements  made by  Landlord  or Tenant  whose  removal  is
necessary  to permit  releasing;  and (3) in either  case,  to repair any damage
caused by installation  or removal;  provided,  however,  Tenant may remove only
those  items  specified  in  Landlord's  notice and any items that are  Tenant's
property.

     9.8 Survival of Obligations.  Tenant's obligations under this Article shall
survive expiration or earlier termination of this Lease.

Article 10.  ASSIGNMENT AND SUBLETTING

     10.1 Notice to Landlord.  Tenant may, with  Landlord's  prior consent,  (a)
assign this Lease or any interest under it by voluntary act, operation of law or
otherwise;  (b) sublet the  Premises or any part of it; or (c) permit the use of
the Premises by any parties other than Tenant, its previously approved assignees
and  subtenants  and these  parties'  Users.  Tenant  shall  notify  Landlord of
Tenant's  intent,  as of a stated  date (the  "Transfer  Date") at least 30 days
after notice, to assign this Lease or sublet part or all of the Premises for the
balance or part of the Term.  Tenant's notice shall state the  consideration for
and all other terms of the  proposed  assignment  or  sublease  and the name and
address of the proposed  assignee or subtenant and shall include a complete copy
of the proposed assignment or sublease.

     10.2 Landlord's  Consent.  Landlord's  consent to a proposed  assignment or
subletting may be withheld in Landlord's reasonable discretion. If Landlord does
not consent within 10 business days after Tenant's  notice,  Landlord's  consent
shall be deemed withheld.

     10.3  Recapture.  Landlord may, by notice to Tenant within 10 business days
after  Tenant's  notice of a proposed  assignment or  subletting,  recapture the
space  described in Tenant's notice and terminate this Lease with respect to the
recaptured  space as of the  Transfer  Date.  If this Lease is  terminated  with
respect to less than the entire Premises, Rent shall be equitably adjusted as of
the date of recapture with due  consideration  of the size,  location,  type and
quality of the part of the Premises remaining after recapture.

     10.4  Landlord's  Expenses.  Tenant shall promptly on demand pay Landlord's
reasonable  attorneys'  fees and  other  expenses  incident  to a review  of any
documentation  related to any proposed assignment or sublease.  If this Lease is
terminated  as to all or any  part of the  Premises  pursuant  to this  Article,
Tenant shall at its expense  discharge any  commission due and owing as a result
of any proposed assignment or subletting,  whether or not the applicable part of
the Premises is  recaptured  and rented by Landlord to the proposed  occupant or
anyone else.

     10.5 Deemed  Assignments.  An assignment within the meaning of this Article
shall be deemed to have  occurred on a cumulative  Change in Ownership  (defined
below) of more than 50% of the equity interests in Tenant since the date of this
Lease or on a sale of all or substantially all of Tenant's assets, regardless of
whether such sale includes an assignment of Tenant's  rights under this Lease or
a  sublease  of the  Premises.  "Change in  Ownership"  means (a) if Tenant is a
partnership  (which term shall  include  joint  ventures)  or limited  liability
company,  any change in the partners or members of Tenant, or (b) if Tenant is a
corporation  whose  outstanding  voting  stock  is not  listed  on a  recognized
securities exchange,  any transfer of the shares of stock of Tenant.  However, a
Change in Ownership does not include changes in partners or members


                                      -14-

<PAGE>

or transfers of stock for estate planning  purposes to a family member, a trust,
a family partnership, or any similar estate planning transfer.

     10.6 No  Release.  Tenant and any and all  guarantors  of this Lease  shall
remain fully liable under this Lease and their guaranties, respectively, despite
any sublease or assignment.

     10.7   Documentation.   Subtenants   shall  agree  in  a  form   reasonably
satisfactory  to  Landlord  to comply with this Lease to the extent of the space
sublet.  Tenant  shall  deliver to Landlord  promptly  an executed  copy of each
sublease  or  assignment  and an  agreement  of  compliance  by each  subtenant.
Landlord's  consent  to any  assignment  or  sublease  shall  not be a waiver of
Landlord's  rights  under  this  Article  as to  any  subsequent  assignment  or
sublease.

     10.8 Financing Statements. Tenant shall not enter into, execute, or deliver
any financing  statement or security  agreement  that can be given priority over
any mortgagee given by Landlord or its successors.

     10.09 Effect of Noncompliance.  Any sale, assignment, mortgage, transfer or
sublease of the Premises by Tenant not in compliance  with this Article shall be
void.

Article 11.  DAMAGE

     11.1  Repairs.  If damage to the  Facility  renders a material  part of the
Premises  unusable  for  Permitted  Uses  and the  damage  can be  substantially
repaired within 120 days using standard working methods,  then unless this Lease
is terminated  pursuant to this Article,  Landlord shall promptly and diligently
(and in any event no later than 120 days after the date of the  damage)  restore
the  damaged  areas  (excluding  any  improvements  not  included  in the Tenant
Improvements)  to  substantially  the same  condition  that  existed  before the
damage. If the damage was not caused or contributed to by any act or omission of
Tenant or its Users,  Rent shall be  apportioned  on a daily and square  footage
basis and abated  proportionately until repairs are completed.  If Landlord does
not  timely  complete  repairs,  Tenant  may  terminate  this Lease by notice to
Landlord  within 30 days after the deadline for  completion,  unless repairs are
completed before notice of termination.  However,  Tenant may not terminate this
Lease if its  willful  misconduct  caused  the  damage  unless  Landlord  is not
promptly and diligently repairing the Facility.

     11.2 Termination.

          (a) Either  party may  terminate  this Lease if damage to the Facility
renders a material  part of the  Premises  unusable for  Permitted  Uses and the
damage cannot be  substantially  repaired within 120 days using standard working
methods.

          (b) Landlord may also  terminate  this Lease,  provided  Landlord also
terminates all similarly  affected leases in the Facility,  if (1) more than 33%
of the Facility is damaged and Landlord  elects not to repair the damage;  (2) a
mortgagee of the Facility does not allow adequate  insurance  proceeds to repair
damage to the  Facility;  (3) damage to the Facility is not covered by insurance
Landlord is required to maintain  under this Lease;  (4)  Landlord in good faith
settles  its  insurance  claims  relative to the damage for less than the amount
required to make  repairs;  or (5) the  Facility  is damaged  during the last 12
months of the Term.

          (c) To terminate the Lease under this Section, a party must notify the
other party within 30 days after discovery of the event allowing termination and
before

                                      -15-

<PAGE>

the damage is repaired,  specifying a termination  date at least 30 but not more
than 60 days after the notice date.

Article 12.  EMINENT DOMAIN

     12.1 Definition.  "Taken" means  acquisition by the power of eminent domain
or  any  similar  governmental  power  or  any  other  acquisition  in  lieu  of
condemnation.

     12.2 Termination.

          (a) If the entire Premises,  or portions of the Facility sufficient to
render the entire Premises  unusable for Permitted Uses, are permanently  taken,
this  Lease  shall  terminate  as of the  date  title  vests  in the  condemning
authority or the date the Premises become unusable, whichever occurs first.

          (b) If any part of the  Facility  is  permanently  taken and  Landlord
elects to restore the Facility in a manner that materially  alters the Premises,
Landlord or Tenant may  terminate  this  Lease.  If  sufficient  portions of the
Facility are permanently  taken so as to materially  interfere with Tenant's use
of the  Premises  for  Permitted  Uses,  Tenant may  terminate  this  Lease.  To
terminate  the Lease under this  Paragraph,  a party must notify the other party
within  30  days  after  the  date  title  vests  in the  condemning  authority,
specifying the termination  date at least 30 but not more than 60 days after the
notice date.

     12.3 Damages.  All damages  awarded for any taking of the fee and leasehold
interests  in the Facility  shall  belong to  Landlord.  Tenant may prove in any
proceedings  and  receive a  separate  award for any other  condemnation  awards
available under applicable law.

     12.4 Restoration. If a partial taking of the Facility occurs and this Lease
is not terminated  pursuant to this Article,  Rent and Tenant's Percentage shall
be adjusted based on the remaining  size,  character,  and value of the Premises
and the  Facility  and  Landlord  shall  restore  the  Facility  (excluding  any
improvements  in the Premises that are not included in the Tenant  Improvements)
as nearly as reasonably  possible to a complete  architectural unit with all due
diligence, but only to the extent of available condemnation proceeds.

Article 13.  MORTGAGEES AND PURCHASERS

     13.1  Priority.  Tenant's  rights  under this Lease are and shall always be
subordinate  to any and all mortgages,  deeds of trust,  ground leases and other
security  instruments  (each a "Mortgage") now or in the future  encumbering the
Facility  or any  part  of it  and to  amendments,  replacements,  renewals  and
extensions  of  Mortgages,  provided  that  Tenant's  use and  occupancy  of the
Premises  shall not be disturbed by any  mortgagee,  trustee,  ground  lessor or
other  secured  party  (each a  "Mortgagee")  under any  Mortgage  as long as no
uncured Event of Default  (defined below) exists and the Lease is in full force.
This clause shall be  selfoperative  and no further  instrument of subordination
shall be required,  but Tenant shall execute such further assurance,  containing
such  reasonable  provisions,  as Landlord or any  Mortgagee  may  request.  Any
Mortgagee may elect that this Lease shall have priority over its Mortgage and on
notification  of this  election  by a Mortgagee  to Tenant,  this Lease shall be
deemed to have such priority whether the Lease is dated before or after the date
of the Mortgage.

                                      -16-

<PAGE>

     13.2 Estoppel  Certificates.  Tenant shall, from time to time on Landlord's
written request, execute,  acknowledge and deliver to Landlord or its designee a
written certification stating: (a) the date this Lease was executed and the date
it expires; (b) the date Tenant entered into occupancy of the Premises;  (c) the
amounts of each component of Rent and any Security Deposit and the date to which
each  component of Rent has been paid;  (d) that this Lease is unmodified and in
full force and  effect (or if  modified  that the Lease as  modified  is in full
force and effect and stating  the  modifications);  (e) that  Landlord is not in
default under this Lease (or if in default the specific  nature of the default);
and  (f)  other  matters  as may be  reasonably  requested  by  Landlord  or any
Mortgagee  or  prospective  purchaser of the  Facility.  Tenant shall modify the
foregoing  certification  to reflect  accurately  the status of this Lease.  Any
prospective  purchaser  or  Mortgagee  may rely on any  certification  delivered
pursuant to this  paragraph.  If Tenant fails to respond within 10 business days
after  request by Landlord for a  certification,  Tenant  shall be  conclusively
deemed to have admitted the accuracy of any information  Landlord  supplies to a
prospective  purchaser  or  Mortgagee  to the effect  that this Lease is in full
force and effect, that there are no uncured defaults in Landlord's  performance,
that any Security  Deposit is as stated in this Lease and that not more than one
month's Base Rent has been paid in advance, unless Landlord has actual knowledge
to the contrary.

     13.3  Mortgagee's  Right to Cure.  Provided a Mortgagee  notifies Tenant in
writing  of its  address,  Tenant  shall give the  Mortgagee,  by  certified  or
registered  mail, a copy of any notice of default  served on Landlord and agrees
that the Mortgagee may, but need not, cure any such defaults.

     13.4  Transfer  of  Landlord's  Interest.  If  Landlord's  interest  in the
Facility or any part of it is  transferred  (other than  transfers  for security
purposes only, but including transfers via foreclosure),  Landlord shall have no
responsibility for the Landlord's  obligations accruing after the transfer,  and
the transferee shall have no responsibility for Landlord's  obligations accruing
before  the date of  transfer,  including  liability  for any  Security  Deposit
(unless  the  transferee  receives  a  credit  from  Landlord  for any  Security
Deposit).  Tenant  shall  attorn in  writing  to the  transferee,  provided  the
transferee  assumes,  in writing,  the future  Landlord's  obligations under the
Lease.

Article 14.  ADDITIONAL OBLIGATIONS OF LANDLORD

     14.1  Compliance  with Law,  Etc.  Landlord  shall ensure that the Facility
complies with applicable laws, private restrictions and insurance  requirements,
provided  that if any  noncompliance  is caused by Tenant or its  Users,  Tenant
shall pay the cost of eliminating the noncompliance.

     14.2 Services. Landlord shall provide the following services to Tenant:

          (a) Air conditioning and heating service for comfortable  occupancy of
the Premises.

          (b) Electricity consistent with the electricity provided to comparable
properties used for purposes similar in nature to the Permitted Uses.

          (c) Water for drinking,  lavatory and toilet purposes from the regular
Building supply through existing fixtures (or fixtures  installed by Tenant with
Landlord's prior consent) at temperatures in accordance with applicable law.

                                      -17-

<PAGE>

          (d)Maintenance of exterior  plantings and removal of snow, ice, debris
and  unsafe  conditions  from the  exterior  of the  Facility  and the  adjacent
sidewalks.

          (e) Sewer service for sewage emanating from plumbing  fixtures located
in the Premises.

     14.3  Tenant   Improvements.   Landlord  shall  complete  the  improvements
described on the attached Exhibit C ("Tenant Improvements") within 30 days after
the Commencement Date.

Article 15.  RIGHTS RESERVED TO LANDLORD

     Landlord  reserves  the  following  rights  exercisable  without  notice or
liability to Tenant and without  effecting a constructive  or actual eviction or
disturbance  of Tenant's use or  possession  or giving rise to any claim for set
off or abatement of Rent:

     15.1 Identification of Facility.  Except as otherwise provided elsewhere in
this Lease,  to change the name,  address,  number or  designation  by which the
Facility is commonly known.

     15.2 Service Contractors. To reasonably restrict and control any service in
or to the Premises including, but not limited to, provision of sign painting and
lettering.

     15.3  Control  of  Facility.  Provided  Tenant's  access  to and use of the
Premises for Permitted Uses is not  materially  impaired,  to reduce,  increase,
enclose or otherwise change the size,  number and location of buildings,  layout
and nature of the  Facility  and the other  tenancies,  premises  and  buildings
included in the Facility,  construct  additional  buildings and additions to any
building,  increase  the size of the  Facility by adding  parcels of land to it,
create  additional  rentable  areas  through use or enclosure of Common Areas or
otherwise,  convey  portions  of the  Facility  and reduce the size or  restrict
Tenant's use of the Common Areas.

Article 16.  SURRENDER OF PREMISES

     16.1 Condition of Premises.

          (a) Tenant shall notify  Landlord at least 30 days before vacating the
Premises to arrange for a joint  inspection of the Premises.  If Tenant fails to
give  notice and  arrange an  inspection,  Landlord's  inspection  after  Tenant
vacates the  Premises  shall be  conclusively  deemed  correct  for  purposes of
determining Tenant's responsibility for repairs to the Premises.

          (b)  On  or  before  the  Expiration  Date  or  the  date  of  earlier
termination  of this Lease,  Tenant shall,  at its expense,  remove all property
owned by or in the custody of Tenant from the Premises;  all property not timely
removed shall be deemed abandoned at Landlord's option. Tenant appoints Landlord
its agent to remove its property from the Premises on  termination of this Lease
and to cause  transportation  and  storage of  Tenant's  property  for  Tenant's
benefit,  all at Tenant's sole cost and risk,  and Landlord  shall not be liable
for any damage to or loss or theft of any of the property.

          (c) On the  Expiration  Date or on earlier  termination of this Lease,
Tenant shall peaceably surrender the Premises in good order and in a condition

                                      -18-

<PAGE>

consistent  with  Tenant's  repair  obligations  under  this  Lease,  and  shall
surrender  at the place then fixed for payment of Rent all keys for the Premises
and shall inform Landlord of combinations of any vaults, locks and safes left at
the Premises.

          (d)  Tenant  shall  reimburse  Landlord  on  demand  for any  expenses
incurred  by Landlord  with  respect to  removal,  transportation  or storage of
abandoned  property or with respect to restoring  the Premises to the  condition
required on surrender.

     16.2 Holdover.

          (a) If Tenant remains in possession of the Premises  after  expiration
or earlier  termination of this Lease without the execution of a new lease,  but
with  Landlord's  consent,  Tenant shall be deemed to be occupying  the Premises
from monthtomonth,  subject to all the provisions of this Lease as applicable to
a monthtomonth  tenancy,  except that Landlord may adjust Base Rent according to
Landlord's then current rental rate schedule for new tenants in the Facility.

          (b) If Tenant remains in possession of the Premises  after  expiration
or earlier  termination  of this Lease  without the execution of a new lease and
without Landlord's consent,  Tenant shall be deemed to be occupying the Premises
without  claim of right and Tenant shall pay Landlord for all costs or liability
resulting  from  delay  in  surrendering   the  Premises   (including,   without
limitation, claims made by any succeeding tenants and reasonable attorneys' fees
in  connection  with those  claims)  and in  addition  shall pay for each day of
occupancy an amount equal to double the daily rate of Rent immediately preceding
the holdover.

Article 17.  DEFAULT AND REMEDIES

     17.1 Default By Tenant.

          (a) Each of the following events is an "Event of Default":

                    (1)  Tenant  fails to pay to Landlord any payments due under
                         this Lease  when due and  nonpayment  continues  for 10
                         business days after notice from Landlord.

                    (2)  Tenant   fails  to  perform  any  of   Tenant's   other
                         obligations   under  this   Lease  and   nonperformance
                         continues  for 30  days  after  notice  from  Landlord,
                         provided  that if the  nonperformance  cannot  be cured
                         within 30 days,  the cure period  shall be extended for
                         as long as  reasonably  necessary  as long as Tenant is
                         diligently pursuing cure.

                    (3)  This Lease or any of Tenant's rights under it is levied
                         on under any attachment or execution and the attachment
                         or execution is not vacated within 30 days.

                    (4)  Tenant  or  any   guarantor  of  this  Lease  dies,  is
                         dissolved  or becomes  the  subject  of a  petition  in
                         bankruptcy   or   insolvency   or   for    liquidation,
                         reorganization  or  involuntary  dissolution or for the
                         appointment  of a receiver  or trustee of all or any of
                         its property (which such petition or appointment is not
                         dismissed or vacated  within thirty (30) days) or makes
                         an  assignment  for the  benefit  of its  creditors  or
                         petitions  for or enters into an  arrangement  with its
                         creditors.

                                      -19-

<PAGE>

                    (5)  Tenant   vacates  or  abandons   the  Premises  for  30
                         consecutive days.

          (b) If an event occurs that, with the giving of notice and the passage
of time,  would be an Event of  Default,  Landlord  may,  without  notice and in
addition to all other rights and remedies  available to Landlord by law or other
provision of this Lease, exercise any or all of the following remedies:

                    (1)  If any Rent is not paid on time,  charge  Tenant  5% of
                         the amount of the overdue payment as liquidated damages
                         for  Landlord's  extra expense in handling the past due
                         account.

                    (2)  If any  other  obligation  is not  performed  on  time,
                         without   waiving   or   releasing   Tenant   from  any
                         obligations, perform the obligation for the account and
                         at the expense of Tenant.

                    (3)  Restrain by  injunction  the  attempted  or  threatened
                         violation of this Lease.

          (c) If an Event of Default  occurs,  Landlord  may, in addition to all
other  rights and remedies  available  to Landlord by law or other  provision of
this Lease, exercise any or all of the following remedies:

                    (1)  Take any of the  actions  specified  in  paragraph  (b)
                         above, to the extent not already taken.

                    (2)  Restrain by injunction the violation of this Lease.

                    (3)  Without  legal  process or notice to Tenant  (except to
                         the extent  required by  applicable  law),  immediately
                         reenter  the  Premises,  and  remove  all  persons  and
                         property.

                    (4)  Terminate this Lease and recover from Tenant all unpaid
                         Rent,  with  interest at the rate set forth below;  and
                         the  present  value of the  excess (if any) of the Rent
                         for the rest of the Term  over the fair  market  rental
                         value  of the  Premises  for  the  rest  of  the  Term,
                         discounted at 2.0% below the publicly  announced  prime
                         rate of interest at Landlord's then current  depository
                         institution.

          (d) Tenant waives any and all rights of  redemption  or  reinstatement
granted by law if Tenant is declared in default and given notice of  termination
or evicted or dispossessed  for any cause or if Landlord  obtains  possession of
the Premises by reason of Tenant's violation of this Lease or otherwise.

          (e) Tenant shall indemnify  Landlord  against all damages Landlord may
incur by reason of termination of this Lease including, but not limited to, loss
or  diminution  of rents;  costs of  recovering,  restoring,  and  repairing the
Premises;  and costs of  renting  the  Premises  to  another  tenant  (including
brokers' commissions, reasonable attorneys' fees, and rent concessions).

     17.2 Default by Landlord.

          (a) If Landlord fails to perform any of Landlord's  obligations  under
this Lease and  nonperformance  continues  for 30 days after notice from Tenant,
Landlord shall


                                      -20-

<PAGE>

be in default,  and Tenant may (but shall not be  required) to cure the default.
If Tenant  exercises this right,  Landlord shall reimburse  Tenant on demand for
reasonable  costs incurred by Tenant in curing the default.  This right shall be
in addition to any other right or remedy Tenant has by law,  except the right to
terminate this Lease, which Tenant waives.

          (b) Anything in this Lease to the contrary notwithstanding, Landlord's
obligations,  representations  and  warranties  in this  Lease are not  personal
obligations,  representations  and  warranties  or binding on any of  Landlord's
assets except Landlord's  interest in the Facility,  as it may from time to time
be  encumbered.  No personal  liability  arising  from this Lease or  Landlord's
obligations  under it shall be asserted or enforceable  against  Landlord or its
partners, coventurers,  shareholders,  directors or officers or their respective
heirs, legal representatives, successors or assigns.

     17.3  Interest.  Any  amounts  owing from one party to the other under this
Lease and not paid within any  applicable  grace period after the date due shall
bear  interest  from the date due  until  paid at the  lesser of (a) 4% over the
publicly  announced prime rate of interest at Landlord's then current depository
institution,  if  different),  adjusted  from  time to time as this  prime  rate
changes or (b) the  highest  rate of interest  permitted  in the state where the
Facility is located for similar obligations.

     17.4 Attorneys' Fees. In any litigation or alternative  dispute  resolution
brought by reason of an alleged default under this Lease, the losing party shall
pay court (or  alternative  forum)  costs  and all the other  party's  expenses,
including  reasonable  attorneys'  fees  (including  allocated costs of in-house
attorneys, if any).

     17.5 Forbearance.  A party's failure to insist on the strict performance of
any of the other's obligations under this Lease, or to exercise any option under
this  Lease,  shall not be deemed to be a waiver of the  obligation  or  option,
regardless,  with respect to Landlord,  of Landlord's knowledge of the preceding
breach at the time of acceptance of Rent.

     17.6 Waiver of Jury Trial and  Counterclaims.  The  parties  waive trial by
jury in any action, proceeding or counterclaim brought by either of them against
the other  (except  for  personal  injury or  property  damage)  on all  matters
connected with this Lease, their  relationship as landlord and tenant,  Tenant's
use or occupancy of the Premises and any statutory or other remedy. Tenant shall
not interpose any noncompulsory  counterclaims in a summary  proceeding or other
action based on termination or holdover.

     17.7 No Accord and Satisfaction. No payment or receipt by either party of a
lesser amount than the monetary obligations due under this Lease shall be deemed
to be other than on  account  of the  earliest  obligations  due,  nor shall any
endorsement  or statement on any check or any letter  accompanying  any check or
payment be deemed an accord and  satisfaction,  and either  party may accept any
check or payment  without  prejudice  to its right to recover the balance of the
obligations  or pursue any other  remedy.  No receipt  for money from any person
after termination of this Lease, service of any notice, commencement of any suit
or final judgment for possession of the Premises  shall  reinstate,  continue or
extend the Term or affect any such notice,  demand or suit or imply  consent for
any action for which a party's consent is required,  unless  specifically agreed
by that party in writing.  Any amounts received by either party may be allocated
to any specific amounts due from the other as the recipient determines.

                                      -21-

<PAGE>

Article 18.  TENANT'S OPTION TO PURCHASE AND RIGHTS OF FIRST REFUSAL

     18.1 Option to Purchase. Upon providing Landlord one (1) year prior written
notice,  Tenant shall have the option to purchase the Facility at the expiration
of the then current Term upon the following terms and conditions:

          (a) The  purchase  price  shall be an amount  equal to the average net
operating  income  for the  Facility  over the term of the  Lease  divided  by a
capitalization rate of eleven percent (11%).

          (b) Landlord  shall convey the  Facility by Warranty  Deed,  excepting
from the warranty of title only  municipal and zoning  ordinances and agreements
entered under them,  recorded  easements for the  distribution and utilities and
municipal  services,  recorded  building  and use  restrictions  and  covenants,
general taxes levied in the year of closing, installments of special assessments
due after the date of closing,  rights of parties in  possession  of any part of
the  Facility,  matters  that would be disclosed by a survey of the Facility and
matters  that  are  Tenant's   responsibility   under  this  Lease   ("Permitted
Encumbrances").

          (c) Except  for  compliance  with  Landlord's  maintenance  and repair
obligations under this Lease (if any),  Landlord shall be deemed to have made no
warranties  or  representations  with respect to the  physical  condition of the
Facility in connection with the conveyance.  Tenant  acknowledges  that Landlord
would not have agreed to the purchase price set forth above except in connection
with an "as is"  sale,  and that its  rights  under  this  Lease  shall  provide
sufficient opportunity to examine the physical condition of the Facility.

          (d) Closing of the conveyance of the Facility  pursuant to this option
shall occur within 60 days after the  expiration  of the then current  Term.  In
addition to the Warranty Deed  described  above,  Landlord shall execute any and
all  documents  necessary  to  record  the  Deed and  such  documents  as may be
necessary to cause Tenant's title  insurance  company to insure against  matters
that are not Permitted  Encumbrances,  including  matters covered by "gap" title
insurance.  To the extent  they do not accrue to Tenant  under this  Lease,  all
income and expenses in connection  with the Facility shall be prorated as of the
closing date. Landlord shall pay the real estate transfer fee on the conveyance,
any  and all  obligations  resulting  in  encumbrances  on  title  that  are not
Permitted  Encumbrances,  and the  recording  and  filing  fees for  instruments
eliminating  any and all such  encumbrances.  Except as otherwise may be agreed,
Tenant shall pay the recording fees for the Deed, all title  insurance  charges,
and all costs of any other due  diligence  performed  by Tenant  (including  the
costs of any survey, inspection, or environmental assessment).

     18.2 Right of First Refusal and Commitment to Lease.

          (a) Except  during the last year of the Term,  as may be extended from
time to time, provided Tenant is not in default and this Lease is in full force,
whenever  Landlord receives a bona fide offer to lease the 19,000 square feet of
available  space located in the mezzanine of the Building,  Landlord shall offer
the space to Tenant on the terms and conditions  contained in this Lease, except
the rental rate shall be the lesser of (1) $1.00 per square foot on a triple net
basis,  or (2) the rental  rate  contained  in the offer.  Tenant  shall have 10
business days from receipt of Landlord's  notice within which to notify Landlord
of its acceptance of the offer.

          (b) Provided Tenant is not in default and this Lease is in full force,
upon vacation by the current  tenant  Garden Way,  Inc.  Tenant on the terms and
conditions

                                      -22-

<PAGE>

contained  in this Lease,  except the rental rate shall be $4.00 per square foot
on a triple net basis.

Article 19.  MISCELLANEOUS PROVISIONS

     19.1 No  Reservation.  Submission  of this Lease for  examination  does not
constitute a  reservation  or option to lease the  Premises.  This Lease becomes
effective  as a lease only on  execution  and  delivery by Landlord  and Tenant.
Landlord's  employees  and agents have no  authority  to make or agree to make a
lease or other agreement.

     19.2 Persons Bound.  This Lease binds and benefits  Landlord and Tenant and
their successors and assigns.  If multiple parties execute this Lease as Tenant,
their liability shall be joint and several.

     19.3 Interpretation.

          (a) This Lease shall be  interpreted  according to and governed by the
internal laws of the state in which the Facility is located.

          (b) Captions to the Articles and Sections of this Lease are not a part
of the Lease and shall have no effect on the interpretation of any part of it.

          (c) The  relationship  of  Landlord  and Tenant  created by this Lease
shall  not  constitute  or  be  construed  as  a   partnership,   principalagent
relationship, joint venture or other cooperative enterprise.

          (d) If any  provision  of  this  Lease  is  proven  to be  illegal  or
unenforceable,  it shall be deemed  modified to the  minimum  extent and for the
minimum   amount   of  time   necessary   to   eliminate   the   illegality   or
unenforceability.  If the intent of any  provision  of this  Lease  specifically
indicates,  the  parties'  respective  obligations  under such  provision  shall
survive expiration or earlier termination of the Lease.

          (e) This Lease  contains all  agreements  between  Landlord and Tenant
relating to its subject matter.  Any and all prior agreements or  understandings
are  superseded.  Each party  acknowledges  that neither the other party nor its
agents have made any promises or  representations  in connection with this Lease
except as set forth in this Lease and agrees that no claim or liability shall be
asserted  for, and neither  party shall be liable for,  breach of any promise or
representation not stated in this Lease.

     19.4 Managing  Agent.  Landlord's  rights and remedies  under this Lease or
provided  by law may be executed  in  Landlord's  own name or in the name of its
managing agent (if any) and all legal  proceedings for the enforcement of rights
or remedies may be commenced and  prosecuted to final  judgment and execution in
Landlord's own name or in the name of its managing agent.

                                      -23-

<PAGE>

     19.5 Dates; Force Majeure.

          (a) Whenever this Lease requires payment of money on demand or without
specifying a deadline, payment shall be required by the next date an installment
of Rent is due or within 10 business days, whichever is later.

          (b) Whenever this Lease requires  performance  of an obligation  other
than payment of money on demand or without  specifying  a deadline,  performance
shall  be  required  within  30  days,  or  within  a  reasonable  time  if such
performance cannot be accomplished within 30 days.

          (c) Except where otherwise  indicated,  time is of the essence of this
Lease.  However,  if weather  conditions,  natural  disaster,  fire,  war, civil
unrest,  labor  unrest,  or similar  circumstances  beyond a party's  reasonable
control prevent timely performance of an obligation other than payment of money,
the time for performance  shall be extended by the amount of time performance is
prevented.

     19.6 Authority.  Each party warrants that it has the power and authority to
enter  into this  Lease,  and shall  furnish to the other on  reasonable  demand
evidence of this power and authority.

     19.7 Memorandum. Either party shall, at the request of the other, execute a
recordable  memorandum of this Lease, to be prepared and recorded at the expense
of the requesting party.

     19.8  Brokers.  Each party  warrants  that it has not  engaged  any broker,
finder or other person (except as previously  disclosed in writing,  if any) who
would be  entitled  to any  commission  or fees in respect  of the  negotiation,
execution or delivery of this Lease. Each party shall be solely  responsible for
compensating  its own broker (if any),  and shall defend and indemnify the other
against any claims, expenses or liabilities incurred by the other as a result of
any brokerage arrangements or agreements made or alleged to have been made by or
on behalf of the indemnifying party.

     19.9 Early  Termination;  Amendment.  Whenever any  provision of this Lease
terminates the Lease before the Expiration  Date, or changes any other provision
of the Lease,  the  termination or change shall promptly be confirmed by written
agreement between Landlord and Tenant.  However,  until the parties execute such
an  agreement,  the Lease shall  nevertheless  be deemed  terminated or amended.
Otherwise,  this Lease may not be modified  except in writing signed by Landlord
and Tenant, and by an mortgagee of the Facility if the mortgagee so requires.

     19.10 Notices and Consents.  All notices and consents required or permitted
under this Lease must be in writing served either  personally,  by registered or
certified mail, postage prepaid,  or by overnight courier service,  and shall be
deemed  given when  personally  delivered,  postmarked  or given to the  courier
service. The parties' respective addresses for notices,  consents,  and payments
are set  forth in the Data  Sheet.  Either  party may  change  its  address  for
notices, consents and payments at any time by notice to the other.

                                      -24-

<PAGE>

     19.11  Exhibits.  The  following  Exhibits are attached to and by reference
incorporated in this Lease:

          (a) Exhibit A: Site Plan of Facility/Legal Description of Land

          (b) Exhibit B: Floor Plan of Premises

          (c) Exhibit C: Description of Tenant Improvements


LANDLORD:                                    TENANT:

PW INVESTMENT, LLC                           TRAK INTERNATIONAL, INC.

By:      Paul Weise Real Estate Corp.,
         Manager                             By: /s/ Curtis J. Laetz
                                                ---------------------------

         By: /s/ Paul C. Weise
            ----------------------------     Attest: /s/ Michelle Larson
            Paul C. Weise, President                -----------------------












                                      -25-