SUBLEASE AGREEMENT



                                     between



                            OAKES ENHANCEMENT, INC.,
                                  AS SUBLESSOR



                                       and



                          OMNIQUIP INTERNATIONAL, INC.,
                                  AS SUBLESSEE





                          Dated as of February 1, 1999




The  interest  of  Oakes  Enhancement,  Inc.,  as  Sublessor,  in this  Sublease
Agreement with OmniQuip International, Inc., as Sublessee, has been assigned and
pledged to Norwest Bank Minnesota,  National  Association,  as Trustee under the
Indenture  of Trust,  dated as of February  1, 1999,  by and between the City of
Oakes, North Dakota, and said Trustee.

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                          (Not a part of the Sublease)

                                                                            Page
                                                                            ----
                                    ARTICLE 1
               DEFINITIONS, EXHIBITS, AND RULES OF INTERPRETATION

Section 1.01.         Definitions.......................................       1
Section 1.02.         Exhibits..........................................       4
Section 1.03.         Rules of Interpretation...........................       5

                                    ARTICLE 2
                                 REPRESENTATIONS

Section 2.01.         Representations by Sublessor......................       5
Section 2.02.         Representation by the Sublessee...................       6
Section 2.03.         Trustee May Rely on Representations...............       7

                                    ARTICLE 3
                          CONSTRUCTION, ACQUISITION AND
                           INSTALLATION OF THE PROJECT

Section 3.01.         Construction, Acquisition and Installation 
                       of Project by Sublessor..........................       7
Section 3.02.         Payment of Costs of the Project by Sublessee......       7
Section 3.03.         Disbursement from Construction Fund...............       7
Section 3.04.         Enforcement of Contract and Surety Bonds..........       8
Section 3.05.         Plans and Specifications..........................       8
Section 3.06.         Change Orders and Draw Requests...................       9
Section 3.07.         Abandonment.......................................       9
Section 3.08.         Establishment of Completion Date..................      10

                                    ARTICLE 4
                                 USE AND RENTALS

Section 4.01.         Possession and Use................................      11
Section 4.02.         Basic Rent........................................      11
Section 4.03.         Sublessee's Obligations Unconditional.............      12
Section 4.04          Sublessee's Remedies..............................      13

                                    ARTICLE 5
                MAINTENANCE, MODIFICATIONS, TAXES, AND INSURANCE

Section 5.01.         Maintenance.......................................      13
Section 5.02.         Modifications.....................................      13
Section 5.03.         Removal of Subleased Equipment....................      13

                                      -i-

<PAGE>

Section 5.04.         Taxes, Special Assessments and Other Governmental 
                       Charges and Utility Charges......................      14
Section 5.05.         Facilities Insurance Requirements.................      14
Section 5.06.         Public Liability Insurance........................      14
Section 5.07.         Business Interruption Insurance...................      15
Section 5.08.         Additional Provisions Respecting Insurance........      15
Section 5.09.         Advances..........................................      15

                                    ARTICLE 6
                      DAMAGE, DESTRUCTION, AND CONDEMNATION

Section 6.01.         Damage or Destruction.............................      15
Section 6.02.         Condemnation......................................      16
Section 6.03.         Cooperation of Sublessor..........................      16

                                    ARTICLE 7
                              SUBLESSEE'S COVENANTS

Section 7.01.         Covenants for Benefit of Trustee and Holder
                       of Bonds.........................................      17
Section 7.02.         Inspection and Access.............................      17
Section 7.03.         Indemnity.........................................      17
Section 7.04.         Continuing Existence and Qualification............      18
Section 7.05.         Annual Financial Statement........................      18
Section 7.06.         Sublessee Bound by Indenture......................      19
Section 7.07.         Tax-exempt Status of Bonds........................      19
Section 7.08.         No Warranty of Condition or Suitability
                       by Sublessor.....................................      19
Section 7.09.         Granting Easements................................      20
Section 7.10.         Operation of Facilities...........................      20
Section 7.11.         Redemption of Bonds...............................      20
Section 7.12.         To Observe Laws, Ordinances and Regulations.......      20
Section 7.13.         Recording and Filing Fees.........................      20
Section 7.14.         Sublessee's Assurance of Tax Exemption............      21
Section 7.15.         Hazardous Waste...................................      24

                                    ARTICLE 8
                               SUBLESSEE'S OPTIONS

Section 8.01.         Prepayment of Rents and Bonds.....................      25
Section 8.02.         Option to Terminate...............................      25
Section 8.03.         Sublessee's Property, Sublessor's Property........      26
Section 8.04.         Condition of Leased Facilities and Sublessor's
                       Property at Termination..........................      26
Section 8.05.         Option to Purchase Facilities Prior to 
                       Payment of the Bonds.............................      26
Section 8.06.         Option to Purchase Facilities.....................      27
Section 8.07.         Conveyance on Exercise of Option to Purchase......      28
Section 8.08.         Relative Position of this Article and Indenture...      28

                                      -ii-

<PAGE>

                                    ARTICLE 9
                         EVENTS OF DEFAULT AND REMEDIES

Section 9.01.         Events of Default.................................      28
Section 9.02.         Sublessor's Remedies..............................      29
Section 9.03.         Manner of Exercise................................      30
Section 9.04.         Attorneys' Fees and Expenses......................      30
Section 9.05.         Effect of Waiver..................................      30
Section 9.06.         Trustee's Exercise of Sublessor's Remedies........      31

                                   ARTICLE 10
                       ASSIGNMENT, SUBLEASING AND SELLING

Section 10.01.        Assignment and Subleasing by Sublessee............      31
Section 10.02.        Assignment by Sublessor...........................      31
Section 10.03.        Restrictions on Transfer and Encumbrances 
                       of Project by Sublessor..........................      32

                                   ARTICLE 11
                                     GENERAL

Section 11.01.        Notices...........................................      32
Section 11.02.        Binding Effect ...................................      32
Section 11.03.        Subordination.....................................      33
Section 11.04.        Estoppel Certificate .............................      33
Section 11.05.        Severability......................................      33
Section 11.06.        Amendments, Changes and Modifications ............      33
Section 11.07.        Execution Counterparts............................      33

SIGNATURES..............................................................  34, 35

EXHIBIT A  -  SUBLEASED EQUIPMENT.......................................     A-1
EXHIBIT B  -  REAL PROPERTY.............................................     B-1
EXHIBIT C  -  CERTIFICATE OF REQUISITION................................     C-1
EXHIBIT D  -  PRIME LEASE ..............................................     D-1

                                     -iii-

<PAGE>
                               SUBLEASE AGREEMENT

         THIS  SUBLEASE  AGREEMENT  dated as of February 1, 1999,  between Oakes
Enhancement,  Inc.,  a  North  Dakota  nonprofit  corporation,   authorized  and
qualified  to do  business  in North  Dakota  (the  "Sublessor"),  and  OmniQuip
International,  Inc., a Delaware  corporation,  authorized  and  qualified to do
business in North Dakota (the "Sublessee").

         WHEREAS,  Sublessor  is the  tenant  of those  certain  Facilities  (as
defined herein)  pursuant to that certain lease dated November 1, 1998,  entered
into by and  between  the City of Oakes,  North  Dakota  (defined  as the "City"
therein),  and the Sublessor  (referred to as the "Tenant" therein) (referred to
hereinafter as the "Prime Lease"); and

         WHEREAS,   Sublessor  is  desirous  of  subleasing  the  Facilities  to
Sublessee  and the  Sublessee  is desirous of  subleasing  the  Facilities  from
Sublessor;

         NOW THEREFORE, Sublessor demises and subleases to the Sublessee and the
Sublessee  subleases from Sublessor the Facilities herein described,  for a term
commencing  as of the  date of this  Sublease  and  extending  until  the  Bonds
hereinafter  referred  to are fully paid,  unless  sooner  terminated  as herein
provided, without option of renewal except by mutual consent, and at the rentals
and upon the further terms and conditions set forth;  and that Sublessor and the
Sublessee,  each  in  consideration  of  the  representations,   covenants,  and
agreements of the other as set forth herein,  mutually represent,  covenant, and
agree as follows:

                                    ARTICLE 1

               DEFINITIONS, EXHIBITS, AND RULES OF INTERPRETATION

         SECTION 1.01.  DEFINITIONS.  In this Sublease, the terms defined in the
Indenture shall have the same meaning  herein,  and the following terms have the
following  respective  meanings  unless  the  context  hereof  clearly  requires
otherwise:

         "Act" means the Municipal  Industrial  Development Act of 1955, Chapter
4057, North Dakota Century Code.

         "Assignment"  means  the  Assignment  of  Leases  and  Rents  from  the
Sublessee to the Trustee dated as of the date hereof, as the same may be amended
from time to time.

         "Basic Rent" means the amounts to be paid by the Sublessee  pursuant to
Section 4.02 hereof.

         "Bond" or  "Bonds"  means the City of Oakes,  North  Dakota  Industrial
Development Revenue Bonds (OminiQuip International,  Inc. Project), Series 1998,
to be issued by the City pursuant to the Resolution,  in the aggregate principal
amount of $4,515,000.

                                       1

<PAGE>

         "Bond  Counsel"  means  an  attorney  or  firm of  attorneys  at law of
nationally  recognized  standing in the field of law relating to exemption  from
federal income taxation with respect to interest on municipal bonds.

         "Bond  Documents"  means the Lease,  the Indenture,  the Mortgage,  the
Assignment, this Sublease, and all ancillary documents thereto.

         "Bond Fund"   means the fund created by Section 5.1 of the Indenture.

         "Bondholder(s)" or "Holder(s)" means the registered owner(s) of Bonds.

         "City"  means the City of  Oakes,  North  Dakota,  its  successors  and
assigns.

         "Code"  means the  United  States  Internal  Revenue  Code of 1986,  as
amended, and all applicable Treasury Regulations.

         "Completion   Date"  means  the  date  of  completion  of  acquisition,
construction and equipping of the Project as that date shall be certified by the
Sublessee.

         "Construction  Fund"  means  the fund  created  by  Section  5.2 of the
Indenture.

         "Costs of Issuance"  means all items of expense  directly or indirectly
related to the authorization,  sale and issuance of the Bonds and including, but
not  limited  to  printing  costs,  costs of  preparation  and  reproduction  of
documents,  filing fees, initial fees and charges of the Trustee, legal fees and
charges,  fees and  disbursements  of consultants  and  professionals,  costs of
credit ratings, fees and charges for preparation,  execution, transportation and
safekeeping of the Bonds, all costs associated with obtaining title opinions and
title  insurance,  other costs incurred by the Sublessee in  anticipation of the
issuance of the Bonds and any other cost,  charge or fee in connection  with the
issuance of the Bonds.

         "Costs of the Facilities" means all costs paid to purchase the Existing
Facilities,  and construct and install the Project,  including,  but not limited
to, capitalized interest, all costs of labor, material,  equipment, fixtures and
services paid or incurred by the Sublessee, and Costs of Issuance.

         "Counsel"  means an attorney or a firm of  attorneys at law (who may be
counsel to or of the Sublessee or City) satisfactory to the Trustee.

         "Event of Default" means any of the events described as such in Section
9.01 hereof.

         "Existing   Facilities"  means  the  Land,   warehouse,   manufacturing
facilities and related property and equipment adjacent to the Project.

         "Facilities"   means the Project and the Existing Facilities.

                                       2
<PAGE>

         "Fiscal Year" means the oneyear period ending September 30 of each year
or any other period which  constitutes the Sublessee's  fiscal year from time to
time.

         "Governmental  Obligations"  means direct  general  obligations  of, or
obligations  the  payment  of  the  principal  of  and  interest  on  which  are
unconditionally guaranteed by, the United States of America.

         "Indenture"  means the Indenture of Trust between the City and Trustee,
of even date herewith,  as the same may be amended or supplemented in accordance
with its terms.

         "Interest  Payment Date" means the dates  required  under the Indenture
for  payment of  interest  on the Bonds,  i.e.,  February 1 and August 1 of each
year,  until the Bonds are paid (or provisions made therefor) in accordance with
the Indenture, the first Interest Payment Date being August 1, 1999.

         "Land"   means the real estate described in Exhibit B attached hereto.

         "Mandatory  Redemption"  means any  mandatory  redemption  of the Bonds
pursuant to Section 2.9 of the Indenture.

         "Mortgage" means the Mortgage, Security Agreement and Fixture Financing
Statement  from the City and the Sublessor to the Trustee of even date herewith,
as the same may be amended or supplemented.

         "Net  Proceeds"  means,  with  respect  to  any  insurance  payment  or
condemnation award, the amount remaining therefrom after payment of all expenses
(including  attorneys' fees and any extraordinary fee or expense of the Trustee)
incurred in the collection thereof.

         "Original  Purchaser" means, with respect to the Bonds, John G. Kinnard
and Company, Incorporated, Minneapolis, Minnesota.

         "Plans" means the plans and  specifications  for the  construction  and
equipping of the Project.

         "Prime Lease" means the Lease  Agreement dated of even date herewith by
and between the City, as Lessor,  and the Sublessor,  as Tenant, as supplemented
and amended.

         "Principal  Payment Date" means the dates  required under the Indenture
for the payment of principal on the Bonds,  i.e.,  February 1 of each year until
the Bonds are paid in full (or provisions made therefore) in accordance with the
Indenture.

         "Private  Activity Bonds" means bonds within the meaning of Section 141
of the Code.

         "Project"  means the  construction  and equipping of an addition to the
Existing Facilities in accordance with the Plans.

                                       3

<PAGE>

         "Purchase  Option" means the option to purchase the Facilities  granted
to the Sublessee pursuant to Sections 8.05 and 8.06.

         "Reserve Fund" means the fund created by Section 5.3 of the Indenture.

         "Reserve Requirement"   means an amount equal to $451,500.

         "Resolution"  means the  Resolution of the City,  adopted  February 16,
1998, authorizing the issuance of the Bonds.

         "Subleased  Equipment" means those items of equipment or other personal
property  described in Exhibit A attached hereto, and in general all items which
are acquired or  refinanced  in whole or in part with  proceeds from the sale of
the Bonds,  and any items of equipment or other personal  property  acquired and
installed in substitution  therefor or replacement thereof.  Subleased Equipment
shall not  include  any  trade  fixtures  or  equipment  now owned or  hereafter
acquired by the Sublessee or any equipment or trade fixtures  acquired or leased
in substitution, replacement or exchange therefor.

         "Sublease"  means  this  Sublease,  as  the  same  may  be  amended  or
supplemented in accordance with its terms or any other sublease  entered into by
the Sublessee with respect to the Facilities.

         "Sublessee" means OmniQuip International, Inc., a Delaware corporation,
its successors and assigns.

         "Sublessor"  means Oakes  Enhancement,  Inc., a North Dakota  nonprofit
corporation, authorized to do business in North Dakota, its permitted successors
and assigns and any surviving,  resulting or transferee  entity which may assume
its obligations in accordance with the provisions of the Prime Lease.

         "Sublessor  Representative"  means the person or persons  designated in
the  Prime  Lease to act on  behalf of the  Sublessor  by a written  certificate
furnished  to the  Trustee  containing  a specimen  signature  of such person or
persons.

         "Sublessee  Representative"  means the person or persons  designated to
act on behalf of the Sublessee by a written certificate furnished to the Trustee
containing a specimen signature of such person or persons.

         "Subordination   Agreement"  means  the  Subordination  and  Attornment
Agreement to be entered into of even date herewith whereby the Sublessor and the
Sublessee will  subordinate  their  interests in the Prime Lease and Sublease to
the Mortgage.

         "Title"   means Chicago Title Insurance Company.

         "Trustee" means Norwest Bank Minnesota,  National  Association,  or any
successor trustee at the time serving as such under the Indenture.

                                       4

<PAGE>

         SECTION 1.02.  EXHIBITS.  The following Exhibits are attached to and by
reference made a part of this Sublease:

                  (a) Exhibit A: a list of the items of Subleased Equipment.

                  (b) Exhibit B: a legal description of the Land.

                  (c) Exhibit C: a form of  certificate  of  requisition  to the
         Trustee for disbursement of Bond proceeds as required by Section 3.03.

                  (d) Exhibit  D:  the  Prime  Lease  between  the City and the
         Sublessor.

         SECTION 1.03. RULES OF INTERPRETATION.

                  (a) This Sublease shall be interpreted in accordance  with and
         governed by the laws of the State of North Dakota;

                  (b) The words  "herein"  and  "hereof"  and  words of  similar
         import,  without  reference to any particular  section or  subdivision,
         refer to this Sublease as a whole rather than to any particular section
         or subsection hereof;

                  (c) Reference herein to any particular  section or subdivision
         hereof  are to  the  section  or  subdivision  of  this  instrument  as
         originally executed; and

                  (d) The rules of  interpretation  set forth in Section  1.3 of
         the  Indenture  shall  apply  with the same  force  and  effect in this
         Sublease as if fully set forth herein.


                                    ARTICLE 2

                                 REPRESENTATIONS

         SECTION  2.01.  REPRESENTATIONS  BY  SUBLESSOR.   Sublessor  makes  the
following representations as the basis for its covenants herein:

                  (a) the Sublessor is a North Dakota nonprofit corporation,  is
         authorized  and  qualified to do business in the State of North Dakota,
         has authority to enter into this Sublease and has duly  authorized  the
         execution and delivery of this Sublease;

                  (b)  the  execution  and  delivery  of this  Sublease  and the
         consummation  of  the  transactions   contemplated   hereby,   and  the
         fulfillment  of the terms and  conditions  hereof,  do not and will not
         conflict with or result in a breach of any restriction of any agreement
         or instrument to which the Sublessor is now a party and do not and will
         not constitute a default under any of the  foregoing,  or result in the
         creation or imposition of any lien, 

                                       5

<PAGE>

         charge or  encumbrance of any nature upon any of the property or assets
         of the Sublessor  contrary to the terms of any instrument or agreement;
         and

                  (c) there is no litigation pending nor threatened  questioning
         the right of the Sublessor to acquire,  construct,  operate or maintain
         the Facilities,  questioning the validity of the Facilities, the Bonds,
         or the pledging of security for the payment of the Bonds.

         SECTION 2.02. REPRESENTATIONS BY THE SUBLESSEE. The Sublessee makes the
following representations as the basis for its covenants herein:

                  (a) the Sublessee is a Delaware corporation, is authorized and
         qualified to do business in the State of North Dakota, has authority to
         enter into this  Sublease and has duly  authorized  the  execution  and
         delivery of this Sublease;

                  (b)  the  execution  and  delivery  of this  Sublease  and the
         consummation  of  the  transactions   contemplated   hereby,   and  the
         fulfillment of the terms and conditions hereof, do not conflict with or
         result in a breach of any restriction of any agreement or instrument to
         which  the  Sublessee  is now a party and do not  constitute  a default
         under any of the foregoing,  or result in the creation or imposition of
         any lien,  charge or encumbrance of any nature upon any of the property
         or assets of the Sublessee  contrary to the terms of any  instrument or
         agreement;

                  (c) the financing of the  Facilities by Sublessor has been and
         is a significant inducement to the Sublessee to lease the Facilities;

                  (d) the proceeds of the Bonds  together with funds provided by
         the  Sublessee  are  estimated to be sufficient to acquire the Existing
         Facilities,  pay the costs of the Project,  fund the Reserve Fund,  and
         pay the Costs of Issuance;

                  (e) the Sublessee  does not rely on any warranty of Sublessor,
         either express or implied,  that the Facilities will be suitable to the
         Sublessee's  needs,  and recognizes that under the Act Sublessor is not
         authorized,  except as lessor,  to operate the  Facilities or to expend
         any funds thereon  other than the revenues  received by it therefrom or
         the  proceeds of the Bonds,  or other funds  granted to it for purposes
         contemplated in the Act;

                  (f) neither the Sublessee nor any "related  person" within the
         meaning of Sections  144(a)(3)  and 147(a) of the Code is or has been a
         principal user of facilities other than the Facilities within the City,
         acquired,  in whole or in  part,  from  proceeds  of  obligations  of a
         political subdivision;

                  (g) at least 95% of the net proceeds of the Bonds will be used
         to  acquire  property  of a  character  subject  to the  allowance  for
         depreciation, under current provisions of the Code;

                                       6

<PAGE>

                  (h) the Sublessee  currently intends to operate the Facilities
         as a  manufacturing  facility  until the date on which all of the Bonds
         have been fully paid and are no longer Outstanding;

                  (i) the  Sublessee  will take no action  which will impair the
         tax exempt status of the Bonds;

                  (j) to the Sublessee's knowledge, the Facilities, as designed,
         comply with all applicable building and zoning laws and ordinances, and
         other applicable governmental regulations; and

                  (k) there is no  litigation  pending  nor, to the  Sublessee's
         knowledge,  threatened questioning the right of the Sublessee to lease,
         operate or maintain  the  Facilities,  questioning  the validity of the
         Bonds, or the pledging of security for the payment of the Bonds.

         SECTION 2.03.  TRUSTEE MAY RELY ON  REPRESENTATIONS.  Sublessor and the
Sublessee agree that the representations contained in this Article 2 are for the
use and benefit of the Trustee and  Bondholders  and the Trustee and Bondholders
shall be entitled to rely thereon.

                                    ARTICLE 3

                          CONSTRUCTION, ACQUISITION AND
                           INSTALLATION OF THE PROJECT

         SECTION 3.01. CONSTRUCTION,  ACQUISITION AND INSTALLATION OF PROJECT BY
SUBLESSEE.  The  terms of the Prime  Lease  shall  govern  this  provision,  and
Sublessee,  to the  extent  applicable,  shall be  subject  to said  terms.  The
Sublessee  hereby  acknowledges  and  agrees  that it will  cooperate  with  the
Sublessor to (a) cause the Project to be constructed  and equipped in accordance
with the Plans; (b) cause the insurance to be maintained during the construction
period in accordance  with the provisions of Article 5 hereof;  and (c) complete
construction and equipping of the Project by December 31, 1999.

         SECTION  3.02.  PAYMENT  OF  COSTS OF THE  PROJECT  BY  SUBLESSEE.  The
Sublessee  agrees  that it will  provide  promptly  any  and all  sums of  money
required to complete the acquisition,  construction and equipping of the Project
to the extent not paid from the proceeds of the Bonds.  Sublessee  agrees to pay
from  its own  funds  all  Costs  of  Issuance  in  excess  of 2.00% of the Bond
proceeds.  Sublessee acknowledges that it shall be the responsible party for all
cost overruns associated with construction of the Project.

         SECTION  3.03.  DISBURSEMENT  FROM  CONSTRUCTION  FUND.  The  City  has
contracted  for the sale of the Bonds and both the  Sublessor  and the Sublessee
have approved the terms of the sale of the Bonds.  Forthwith  upon the execution
of the Prime Lease and this Sublease,  the City will execute the Bonds and cause
them to be  delivered  to the  Original  Purchaser.  The  proceeds  of the Bonds
deposited in the Construction Fund will be disbursed by the Trustee upon receipt
of 

                                       7

<PAGE>

a  certificate  (substantially  in the form of Exhibit C to the Prime  Lease)
signed by a Sublessor Representative and a Sublessee Representative.

         SECTION 3.04. ENFORCEMENT OF CONTRACT AND SURETY BONDS. In the event of
material default of any contractor or  subcontractor  under any contract made in
connection  with the Project,  or in the event of a material  breach of warranty
with respect to any materials,  workmanship or  performance,  the Sublessee will
cooperate  with the Sublessor and the City and will  diligently  pursue,  either
separately  or in  conjunction  with others,  such remedies of the Sublessee and
Sublessor as it deems  reasonable  against the  contractor or  subcontractor  in
default  and  against  any surety on a bond  securing  the  performance  of such
contract.  If the Sublessee  agrees to indemnify  Sublessor and save it harmless
against  any  risks,  claims or  liabilities  arising  out of such  action,  the
Sublessee may, in the name of Sublessor or in its own name,  prosecute or defend
any action or proceeding or take any other action involving any such contractor,
subcontractor  or surety  which the  Sublessee  on the advice of  Counsel  deems
reasonably necessary,  and in such event Sublessor will cooperate fully with the
Sublessee and will take all action  necessary to effect the  substitution of the
Sublessee for Sublessor in any such action or proceeding.  Any amounts recovered
by way of damages,  refunds,  adjustments  or otherwise in  connection  with the
foregoing,  after deduction of expenses incurred in such recovery, shall be paid
to  the  Trustee  and,  if  prior  to  the  Completion  Date,  deposited  in the
Construction Fund, and otherwise in the Bond Fund.

         SECTION 3.05. PLANS AND SPECIFICATIONS. The Sublessor and the Sublessee
have approved the Plans.  The Sublessee may make any changes in or modifications
of the Plans as initially approved by the Sublessee and Sublessor,  and may make
any  deletions  from or  substitutions  or additions  to the  Project,  with the
written  consent of the  Sublessor and without the prior consent of the Trustee,
so long as such changes or  modifications  in the Plans,  or  deletions  from or
substitutions or additions to the Project, do not, in the opinion of a Sublessor
Representative  and a Sublessee  Representative  as noted on each change  order,
materially  and  adversely  alter  the  size,  scope  or  cost  of the  Project,
materially  impair the  structural  integrity or utility of the  structures,  or
materially  impair the  usefulness  or character  of the Project.  No changes or
modifications  in the Plans and no deletions from or  substitutions or additions
to the Project may be made without prior approval of a contractor's  sureties if
required  by the terms of any  indemnity  bond.  No change or  modification,  or
substitution,  deletion  or  addition,  shall  be made if it would  violate  any
license,  permit, or approval given by the City or the State with respect to the
Project  or if it would  disqualify  the  Project  as a  facility  allowed to be
financed under the Act or the Code. Nothing herein shall be construed to prevent
the  execution  of a change  order when  required by any  governmental  order or
regulation.

         SECTION 3.06.  CHANGE ORDERS AND DRAW  REQUESTS.  The Sublessor and the
Sublessee  hereby agree that all change orders  associated with the construction
of the Project may be initiated by either the  Sublessor or the Sublessee but no
change  order  shall be deemed  approved  until  approved in writing by both the
Sublessor and  Sublessee.  Sublessor  shall not  unreasonably  withhold or delay
approval of change orders initiated by Sublessee.

                                       8

<PAGE>

         Sublessor and Sublessee  hereby agree that before any draw requests are
submitted for disbursement under the terms of the Disbursement  Agreement,  both
the Sublessor and Sublessee shall have approved each draw request in writing.

         SECTION 3.07.  ABANDONMENT.  The Sublessee acknowledges and agrees that
if the Sublessor at any time prior to the completion of the Project abandons the
same or ceases work thereon and fails to resume work  thereon  within sixty (60)
days  after  written  notice  from the  Trustee  to both the  Sublessor  and the
Sublessee  requesting  that work on the Project be resumed (which sixty (60) day
period shall be tolled during the  continuance  of force  majeure),  or fails to
complete the Project in accordance with the Plans, or makes changes in the Plans
in violation of the requirements of Section 3.05 of the Prime Lease, the Trustee
may  declare  such  failure to be an Event of  Default,  and, in addition to the
other  remedies  provided  in this  Prime  Lease,  it may  enter  into  and take
possession  of the Project and perform any and all work and labor  necessary  to
complete the Project substantially  according to the Plans. The Sublessee hereby
grants the Trustee a right of entry for the foregoing purpose. For this purpose,
the Sublessee  hereby  constitutes  and appoints the Trustee its true and lawful
attorneyinfact,  with full power of substitution  in the premises,  to (but only
upon the occurrence and during the continuance of an Event of Default):

                  (a)      complete the Project;

                  (b) to use any funds of the  Sublessee,  including any balance
         which may be held in  escrow,  and any funds in the  Construction  Fund
         which may remain  unadvanced  hereunder,  for the purpose of completing
         the Project in the manner called for by the Plans;

                  (c) to make such  additions,  changes,  and corrections in the
         Plans as shall be  necessary  or  desirable  to complete the Project in
         substantially the manner contemplated by the Plans;

                  (d)  to  employ  such  contractors,   subcontractors,  agents,
         architects, and inspectors as shall be required for such purposes;

                  (e) to pay,  settle,  or  compromise  all  existing  bills and
         claims which may be liens  against the Land,  or as may be necessary or
         desirable for the completion of the Project or clearance of title;

                  (f) to execute all  applications  and certificates in the name
         of the Sublessee;

                  (g) to prosecute  and defend in the name of the  Sublessee all
         actions or proceedings in connection with the Land or the  construction
         of the Project; and

                  (h) to do any and every act  which the  Sublessee  might do in
         its own  behalf  in  connection  with the Land  and  completion  of the
         Project.

         It is further understood and agreed that this power of attorney,  which
constitutes a power coupled with an interest,  cannot be revoked. The rights and
powers  granted to the  Trustee  

                                       9

<PAGE>

pursuant to this  Section 3.07 shall in no way alter or affect the rights of the
Trustee set forth in Section 3.06 and Article 9 of the Prime Lease or in Article
9 of this Sublease upon a default by the Sublessee  under the terms hereof or by
the Sublessor under the terms of the Prime Lease.

         SECTION 3.08.  ESTABLISHMENT  OF COMPLETION  DATE. The Completion  Date
shall be evidenced to the Trustee by a Certificate of Completion  signed by both
a Sublessor  Representative and a Sublessee  Representative,  as required by the
Prime  Lease,  and  accepted by the  Trustee  stating  that,  except for amounts
retained by the Trustee at the  direction of the  Sublessor for any Costs of the
Project not then due and payable or the liability  for which is being  contested
in good faith by either the Sublessor or the Sublessee:

                  (a)   construction  of  the  Project  has  been  completed  in
         accordance  with the Plans,  and all  labor,  services,  materials  and
         supplies used in such construction have been paid for;

                  (b) all other  facilities  necessary  in  connection  with the
         Project have been  constructed,  acquired and  installed in  accordance
         with the  Plans  and all  costs and  expenses  incurred  in  connection
         therewith have been paid; and

                  (c) Sublessee has conducted a final  inspection of the Project
         and approves and accepts the Project and the Facilities.

Notwithstanding  the foregoing,  the Certificate of Completion may state that it
is given  without  prejudice to any rights  against third parties which exist at
the date of such  certificate  or which may  subsequently  come into being.  The
Sublessee  hereby  agrees  with the  Sublessor  to  cooperate  in  causing  such
Certificate  of  Completion  to be  furnished  to the  Trustee  as  promptly  as
practicable  after the  occurrence of the events and  conditions  referred to in
clauses (a) and (b) of the first sentence of this Section 3.08. Moneys remaining
in the  Construction  Fund on the Completion  Date,  except for any moneys which
both the Sublessor  and the  Sublessee  directs the Trustee in writing to retain
therein  for the payment of any Costs of the Project not then due and payable or
the liability for which is being contested in good faith by either the Sublessor
or the Sublessee shall be transferred as set forth in the Indenture.

                                    ARTICLE 4

                                 USE AND RENTALS

         SECTION 4.01.  POSSESSION AND USE.  Sublessor delivers to the Sublessee
sole and  exclusive  possession  of the  Facilities,  subject  to the  rights of
Sublessor  under  Article 9 hereof and subject to the rights of the City and the
Trustee under the terms of the Prime Lease and the Bond Documents, and covenants
and agrees that the  Sublessee  shall have quiet and  peaceable  possession  and
enjoyment  of the  Facilities  during  the term of this  Sublease.  Its right of
possession  shall  continue  until the Sublease term expires or is terminated as
provided  herein.  The  Sublessee  shall  have the  right to use the  Facilities
throughout the term of this Sublease provided that all uses shall conform to the
policies and purposes of the Act.

                                       10

<PAGE>

         SECTION  4.02.  BASIC  RENT.  During  the  term of this  Sublease,  the
Sublessee will pay to the Trustee as Basic Rent a sum sufficient to pay when due
(i) principal (whether at maturity, or by redemption or acceleration as provided
in the Indenture, by declaration or otherwise), premium, if any, and interest on
the Bonds, (ii) the Trustee's fees and expenses,  (iii) the amounts necessary to
replenish the Reserve Fund pursuant to the Indenture, (iv) the cost of obtaining
the rebate calculation  pursuant to the Indenture and any amounts payable to the
United States government as a result thereof,  and (v) payments in lieu of taxes
required to be paid by the Corporation  pursuant to the Application for Property
Tax Incentives for New or Expanding Businesses dated October 2, 1998 (the "Pilot
Payment"), as follows:

                  (a) On or before the twenty-fifth day of each month during the
         term of this Sublease, commencing March 25, 1999 and ending January 25,
         2014,  Sublessee  shall  pay to the  Trustee  the  sum of  Thirty-Eight
         Thousand and No/100 Dollars ($38,000.00).

                  (b) If on any Interest Payment Date, Principal Payment Date or
         any other date the balance in the Bond Fund is insufficient to make the
         required  payments of principal,  premium,  if any, and interest on the
         Bonds,  or if the balance in the _________ Fund is  insufficient to pay
         the Trustee Fees then due or the Pilot  Payment then due, the Sublessee
         shall pay immediately upon demand by the Trustee any such deficiency to
         the  Trustee.  Any moneys on  deposit in the Bond Fund on any  Interest
         Payment Date in excess of the amount  required for payment of principal
         and premium, if any, and interest on the Bonds on such Interest Payment
         Date shall be credited to the  Sublessee's  next payment then due under
         Section 4.02 and 4.03 hereof.

                  (c) The Sublessee  shall pay and such amounts,  if any, as may
         become payable under Section 148(f) of the Code as rebatable  arbitrage
         with respect to the Bonds.

                  (d) In the event of a  transfer  by the  Trustee of funds from
         the  Reserve  Fund to the Bond Fund,  pursuant  to  Section  6.4 of the
         Indenture,  due to a failure by the  Sublessee to pay Basic Rent in the
         amounts or at the times  required  under  Section  4.02(a)  above,  the
         Sublessee shall restore the Reserve Fund to its Reserve  Requirement by
         making   additional   Basic  Rent  payments  in  twelve  equal  monthly
         installments,  without interest, in or before the first Business Day of
         each month  commencing on the second month next succeeding the month on
         which the funds are transferred  from the Reserve Fund to the Bond Fund
         pursuant to Section 6.4 of the Indenture. If, for any other reason, the
         balance in the Reserve Fund is less that the Reserve  Requirement,  the
         Sublessee  shall,  within twenty (20) days after its receipt of written
         notice of such  shortfall,  pay to the Trustee  Basic Rent in an amount
         sufficient to restore the Reserve Fund to its Reserve Requirement.

         The Sublessee may, pursuant to Section 8.01 hereof,  prepay all or part
of the Basic Rent required under this Section 4.02. Such Basic Rent  prepayments
shall not in any way alter or suspend any  obligations  of the  Sublessee  under
this  Sublease  except to the extent the same result in a credit  against  Basic
Rent as provided in this Section 4.02 or the payment and  retirement of Bonds in
accordance with the Indenture.

                                       11

<PAGE>

         All Basic Rent  payments  shall be made  directly to the Trustee at its
principal  office,  for the  account of the City for deposit in the Bond Fund or
other appropriate Fund as provided in the Indenture.  The Sublessee acknowledges
that the City and the  Sublessor  shall  be  under  no  obligation  to  operate,
maintain,  replace, or improve the Facilities or pay the cost thereof, but shall
be entitled to receive the Basic Rent  hereunder on an absolute  net basis,  and
such Basic Rent shall not be subject to abatement before retirement of the Bonds
except as contemplated in Article 8 hereof.

         Overdue installments of Basic Rent shall bear interest at the rate then
borne by the Bonds, payable to the Trustee for the account of the City.

         SECTION 4.03.  SUBLESSEE'S  OBLIGATIONS  UNCONDITIONAL.  All Basic Rent
payments and all other payments  required of the Sublessee  hereunder,  shall be
paid  without  notice or demand and  without set off,  counterclaim,  abatement,
deduction,  or defense.  The Sublessee will not suspend or discontinue  any rent
payments,  and will  perform  and observe  all of its other  agreements  in this
Sublease,  and,  shall have no power to  terminate  the  Sublease for any cause,
including,  but not limited to, any acts or  circumstances  that may  constitute
failure of consideration,  destruction of or damage to the Facilities,  eviction
by paramount title, commercial frustration of purpose,  bankruptcy or insolvency
of Sublessor or the Trustee,  change in the tax or other laws or  administrative
rulings  or  actions  of the  United  States of America or of the State of North
Dakota or any political  subdivision thereof, or failure of Sublessor to perform
and observe any agreement,  whether express or implied, or any duty,  liability,
or  obligation  arising  out  of  or  connected  with  this  Sublease.  Further,
regardless  of whether  the  Project  has been  completed  as  required  by this
Sublease and the  construction  contracts  entered into for  construction of the
Project, Sublessor shall pay all Basic Rent due hereunder.

         SECTION 4.04. SUBLESSEE'S REMEDIES. Nothing contained in this Article 4
shall be  construed  to release  Sublessor  from the  performance  of any of its
agreements in this  Sublease,  and if Sublessor  should fail to perform any such
agreement,  the  Sublessee may institute  such action  against  Sublessor as the
Sublessee  may deem  necessary  so long as such  action  shall not  violate  the
Sublessee's  agreements in Section 4.03.  The Sublessee may, at its own cost and
expense  and in its own name,  prosecute  or  defend  any  action or  proceeding
against  third  parties  or take any  other  action  which the  Sublessee  deems
reasonably  necessary  in order to insure  the  acquisition,  construction,  and
installation  of the Facilities and to secure or protect its right of possession
and use  thereof  under  this  Sublease.  In such  event,  Sublessor  agrees  to
cooperate  fully and to cause the City to cooperate fully with the Sublessee and
to take all action  necessary to effect the  substitution  of the  Sublessee for
Sublessor and the City, as  applicable,  in any such action or proceeding if the
Sublessee shall so request and agree to any and all costs and expenses and agree
to  indemnify  the City and the  Sublessor  and save them  harmless  against any
risks,  claims, or liabilities arising out of such action,  except to the extent
that such costs and expenses arise out of the  negligence,  willful  misconduct,
bad faith or breach by the City or the Sublessor of their respective obligations
under the Prime Lease or the Sublease.

                                       12
<PAGE>

                                    ARTICLE 5

                MAINTENANCE, MODIFICATIONS, TAXES, AND INSURANCE

         SECTION  5.01.  MAINTENANCE.  During  the  term  of this  Sublease  the
Sublessee  will at its own expense keep the  Facilities  in good repair and good
operating condition, reasonable wear and tear excepted, and in as safe condition
as its  operations  will  reasonably  permit,  making all  repairs  thereto  and
renewals and  replacements  thereof which may be necessary for this purpose,  so
that the Facilities  will remain suitable and efficient for use in the operation
of the Sublessee's business.

         SECTION 5.02.  MODIFICATIONS.  The Sublessee  may, from time to time at
its own expense,  make any  additions,  modifications,  or  improvements  to the
Facilities that it may deem desirable for its business  purposes;  provided that
such additions,  modifications,  improvements, or replacements do not materially
alter the  scope,  character  or  operation  of the  Facilities  or  impair  the
exemption of interest on the Bonds from  Federal  income  taxation.  The cost of
such additions,  modifications,  or improvements  shall be paid by the Sublessee
and the same shall  become a part of the  Facilities  and be included  under the
terms of this Sublease.

         SECTION 5.03. REMOVAL OF SUBLEASED  EQUIPMENT.  So long as it is not in
default  hereunder,  the  Sublessee  may,  without the consent of the City,  the
Sublessor  or the  Trustee,  remove,  alter  or  modify  any  item of  Subleased
Equipment,  if (i) it is promptly  replaced  with  equipment of equal or greater
value or (ii) the Sublessee certifies that the equipment is obsolete,  no longer
functional  because of wear and tear,  or no longer  required for the  continued
operation of the Facilities.  Any damage  resulting to the Facilities  therefrom
shall be repaired and the Facilities  restored to its previous  condition at the
sole expense of the party  effecting  such removal or at the sole expense of the
Sublessee.  Such  replacement  equipment shall become part of the Facilities and
shall be subject to the lien of the Indenture. Except as provided for above, the
Sublessee  will not  remove  or permit  the  removal  of any items of  Subleased
Equipment without the written consent of the Trustee.

         SECTION 5.04. TAXES, SPECIAL ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES
AND UTILITY CHARGES. The Sublessee will pay during the term of the Sublease,  as
the  same  respectively   become  due,  all  taxes,   special   assessments  and
governmental  charges and utility charges of any kind whatsoever that may at any
time be lawfully assessed or levied against or with respect to the Facilities or
other property  acquired by the Sublessee in  substitution  for, as a renewal or
replacement of, or a modification,  improvement,  or addition to, the Facilities
or Subleased Equipment and other charges incurred in the operation, maintenance,
use, and upkeep of the Facilities.

         The  Sublessee  may, at its expense and in its own name,  in good faith
contest any such taxes, assessments,  and other charges and, in the event of any
such contest, may permit the taxes,  assessments,  or other charges so contested
to remain  unpaid  during the period of such  contests and any appeal  therefrom
unless the Trustee shall notify the  Sublessee  that, in the opinion of Counsel,
by  nonpayment of any such items the  Facilities  or any essential  part thereof
will be 

                                       13

<PAGE>

subject to loss or forfeiture, in which event such taxes, assessments or charges
shall be paid forthwith.

         SECTION 5.05. FACILITIES INSURANCE  REQUIREMENTS.  The Sublessee agrees
to: (a) insure or cause to be insured the  Facilities  against fire,  vandalism,
malicious  mischief and other perils covered under the usual  extended  coverage
endorsement in an amount equal to the full  insurable  value thereof by means of
policies  issued by  reputable  insurance  companies  duly  qualified to do such
business  in the State of North  Dakota;  (b) insure or cause to be insured  the
Project with builder's risk insurance liability and workers' compensation during
the construction  period; and (c) insure the real estate title of the Facilities
for  an  amount  not  less  than  the  principal  amount  of  the  Bonds.  As an
alternative,  the Sublessee may insure the Facilities  under a blanket policy or
policies which cover not only the Facilities but other properties  including the
Facilities.  All  policies  evidencing  insurance  required in this Section 5.05
shall be such as are acceptable to the Trustee, shall be carried in the names of
the Sublessee, the Sublessor, the City and Trustee as their respective interests
may  appear  and  shall  contain  loss-payable  clauses  providing  that all Net
Proceeds of insurance  resulting from claims for loss or damage covered  thereby
shall be paid to the Trustee and applied as provided in Section 6.01 hereof.

         SECTION 5.06. PUBLIC LIABILITY INSURANCE.  The Sublessee agrees that it
will carry or cause to be carried public liability insurance with respect to its
activities on the Land with one or more reputable insurance companies in amounts
not less than  $1,000,000  for each  occurrence and  $2,000,000  aggregate.  The
Trustee shall be made an additional  insured under such policies.  The insurance
provided by this  Section 5.06 may be by blanket  insurance  policy or policies.
The Net Proceeds of the insurance required in this Section 5.06 shall be applied
toward  extinguishment  or  satisfaction  of the liability with respect to which
such insurance proceeds may be paid.

         SECTION 5.07.  BUSINESS  INTERRUPTION  INSURANCE.  The Sublessee agrees
that it will carry or cause to be carried business  interruption  insurance with
respect to the Facilities in amounts not less than  $21,000,000 with a reputable
insurance  company.  The Net Proceeds of the insurance  required in this Section
5.07  shall be applied  toward the  Sublessee's  Basic  Rent  payment  and other
obligations under this Sublease.

         SECTION  5.08.  ADDITIONAL   PROVISIONS   RESPECTING  INSURANCE.   Each
insurance  policy  provided  for in Sections  5.05,  5.06 and 5.07 hereof  shall
contain a provision to the effect that the  insurance  company shall not cancel,
terminate,  modify or amend the  policy  without  first  giving  written  notice
thereof to the  Trustee at least ten days in  advance  of such  cancellation  or
modification.  All insurance  policies issued pursuant to Section 5.05, 5.06 and
5.07 or  certificates  evidencing  such  policies,  shall be deposited  with the
Trustee. Such policies may provide for reasonable deductible amounts but may not
provide for coinsurance.

         SECTION  5.09.  WAIVER OF  SUBROGATION.  Sublessee  waives its right of
subrogation  for damage to  property  in the  Facilities,  loss of use  thereof,
and/or  loss of  income,  up to the  amount  of  insurance  proceeds  collected.
Sublessee shall notify its insurance carrier,  in writing, of this provision and
if  Sublessee  cannot  waive its  subrogation  rights,  Sublessee  shall  notify
Sublessor immediately of that fact, in writing.

                                       14

<PAGE>

         SECTION  5.10.  ADVANCES.  If the  Sublessee  shall  fail to  make  all
repairs,  pay all liens,  taxes,  assessments and other charges and maintain all
insurance  required  in this  Article  5, the  Trustee  may,  but  shall  not be
obligated  to,  take such  action  as may be  necessary  to cure  such  failure,
including  advancement of money,  and the Sublessee  shall be obligated to repay
all such  advances  on demand,  with  interest at the rate  provided  for in the
Indenture, from the date of each such advance.


                                    ARTICLE 6

                      DAMAGE, DESTRUCTION, AND CONDEMNATION

         SECTION 6.01. DAMAGE OR DESTRUCTION. In the event the Facilities or any
portion thereof is damaged or destroyed by fire or other casualty and the damage
or  destruction  is estimated to equal or exceed  $100,000,  then the  Sublessee
shall within 90 days after such damage or destruction elect one of the following
two options by written  notice of such  election to both the  Sublessor  and the
Trustee, as required on the terms of the Prime Lease:

                  (a) Option A - Repair and Restoration. The Sublessee may elect
         to repair, reconstruct and restore the damaged Facilities. In the event
         the Sublessee  shall elect this Option A, all Net Proceeds of insurance
         shall be paid  directly  to the  Trustee  for deposit in the Repair and
         Replacement   Fund  and  applied  to  pay  the  costs  of  the  repair,
         reconstruction and restoration of the Facilities,  as determined by the
         Sublessee  to be  necessary  or  desirable.  If  the  Net  Proceeds  of
         insurance  received by the Trustee for such purposes are not sufficient
         to pay for the same,  the Sublessee  will deposit with the Trustee that
         portion  of the  costs in excess of the  amount  of Net  Proceeds.  Any
         balance of Net  Proceeds  remaining  after  paying the costs of repair,
         reconstruction  or  restoration  shall be transferred to the Bond Fund.
         Such damage or  destruction  shall not serve to abrogate or abridge any
         of the Sublessee's  obligations hereunder,  including its obligation to
         make payments of Basic Rent and Additional Rent.

                  (b) Option B -  Redemption  of the Bonds.  The  Sublessee  may
         elect to cause the Bonds to be redeemed, in which event the Bonds shall
         be  redeemed  in  whole or in part on the next  Interest  Payment  Date
         occurring  at least 45 days  after the date of the  notice  given as to
         exercise  of this Option B. In such event,  the Net  Proceeds  shall be
         deposited  in the  Bond  Fund and the  Bonds  shall  be  redeemed  at a
         redemption  price  equal  to  par,  plus  accrued  interest,   and  the
         redemption  of the Bonds shall be effected  pursuant to the  provisions
         of, in the manner, and with the effect provided in the Indenture.

         SECTION 6.02.  CONDEMNATION.  If any material part of the Facilities or
any  portion  thereof  is  condemned  or taken or  conveyed  under the threat of
eminent domain for any public or quasi-public use and title thereto vests in the
party  condemning or taking the same, or such use or control thereof is taken by
eminent  domain  to such  extent  as to render  the same  unsatisfactory  to the
Sublessee for continued  operation,  as determined by the Trustee, the Sublessee
shall,  within  90 days  after the date on which the Net  Proceeds  are  finally
determined,  elect one of the two  following  options by written  notice of such
election to both the Sublessor and to the Trustee:

                                       15

<PAGE>

                  (a) Option A - Repairs and  Improvements.  The  Sublessee  may
         elect  to  make  any  necessary  or  desirable  additions,  repairs  or
         improvements to the Facilities, as determined by the Sublessee. In such
         event,  all Net  Proceeds  of such  condemnation  award  shall  be paid
         directly to the Trustee for deposit in the Repair and Replacement  Fund
         and  applied  to  pay  the  costs  of  such   additions,   repairs  and
         improvements  as  determined  by  the  Sublessee  to  be  necessary  or
         desirable.  If the Net  Proceeds are  insufficient  to pay the costs of
         such additions,  repairs and  improvements,  the Sublessee will deposit
         with the  Trustee  that  portion  of the cost  thereof in excess of the
         amount of the Net Proceeds. The Sublessee's obligations hereunder shall
         continue in full force and effect,  including  its  obligation  to make
         payments of Basic Rent and Additional Rent.

                  (b) Option B -  Redemption  of the Bonds.  The  Sublessee  may
         elect  to  cause  the  Bonds  to be  redeemed  in whole or in part at a
         redemption  price  equal to par,  plus  accrued  interest,  on the next
         Interest  Payment Date occurring at least 45 days after the date of the
         notice  given by the  Sublessee  to the  Sublessor  and  Trustee  as to
         exercise  of this  Option B. In such event,  all Net  Proceeds  will be
         deposited  by the  Trustee  in the Bond  Fund and  redemption  shall be
         effected  pursuant to the  provisions  of, in the manner,  and with the
         effect provided in the Indenture.

         SECTION 6.03. COOPERATION OF SUBLESSOR.  Sublessor will cooperate fully
with the  Sublessee  in filing any proof of loss with  respect to any  insurance
policy  covering  casualties  referred to in Section  6.01,  in the handling and
conduct of any litigation arising with respect thereto,  and in the handling and
conduct of any  prospective  or pending  condemnation  proceeding  affecting the
Facilities or any part thereof.  Sublessor  hereby  acknowledges  that it has no
interest in or claim upon the Net  Proceeds  of any  insurance  of  condemnation
award except as provided in the Indenture  and assigned to the Trustee  pursuant
thereto.

                                    ARTICLE 7

                              SUBLESSEE'S COVENANTS

         SECTION  7.01.  COVENANTS  FOR  BENEFIT OF TRUSTEE AND HOLDER OF BONDS.
Each of the terms and  provisions of this Sublease is a covenant for the use and
benefit of the Trustee so long as any  principal  or  interest  due on the Bonds
shall remain  Outstanding;  but upon payment in full of the Bonds all references
in this  Sublease to the Bonds and the  Trustee  shall be  ineffective,  and the
Trustee shall not thereafter have any rights hereunder.

         SECTION  7.02.   INSPECTION  AND  ACCESS.  The  Sublessee  agrees  that
Sublessor, the City and the Trustee, and their duly authorized agents shall have
the right at all  reasonable  times to examine and inspect the  Facilities,  and
shall have such rights of access thereto as may reasonably be necessary in order
to satisfy  themselves  that the  provisions of the Sublease are being  complied
with, and further,  to have access thereto sufficient to cause the Facilities to
be properly  maintained in accordance  with Article 5 in the event of failure by
the Sublessee to perform its obligations thereunder.

                                       16

<PAGE>

         SECTION  7.03.  INDEMNITY.  The  Sublessee  will pay, and will protect,
indemnify,  and save Sublessor,  the City and Trustee harmless, from and against
all  liabilities,   losses,   damages,  costs,  expenses  (including  reasonable
attorneys' fees), causes of action, suits, claims, demands, and judgments of any
nature arising from:

                  (a) Any  injury to or death of any  person  during the term of
         this Sublease  growing out of or connected  with the use,  non-use,  or
         condition of the Facilities or a part thereof;

                  (b)  Violation  during  the  term  of  this  Sublease  of  any
         agreement or condition of this Sublease by the Sublessor;

                  (c)  Violation  during  the  term  of  this  Sublease  of  any
         contract,  agreement,  or restriction by the Sublessee  relating to the
         Facilities which shall have existed at the commencement of the Sublease
         term;

                  (d)  Violation  during the term of this  Sublease  of any law,
         ordinance,  or regulation affecting the Facilities or a part thereof or
         the ownership, occupancy, or use thereof; and

                  (e) Any statement or information  relating to the Sublessee or
         the  expenditure of the proceeds of the Bonds contained in the Official
         Statement which, at the time made, is misleading,  untrue, or incorrect
         in any material respect.

         SECTION 7.04.  CONTINUING EXISTENCE AND QUALIFICATION.  During the term
of this Sublease,  the Sublessee will maintain its corporate  existence and will
not dissolve or otherwise  dispose of all or substantially all of its assets and
will not  consolidate  with or merge into another  corporation  or permit one or
more other  corporations to consolidate with or merge into it; except,  that the
Sublessee may, without  violating the foregoing,  consolidate with or merge into
another corporation qualified to do business in the State, or permit one or more
other such corporations to consolidate with or merge into it, or transfer all or
substantially all of its assets to another such corporation or corporations (and
thereafter dissolve or not dissolve as the Sublessee may elect) if the following
requirements  are complied with and there has been  delivered to Sublessor,  the
City and the  Trustee an  opinion  of Bond  Counsel  acceptable  to the  Trustee
stating that there has been said compliance:

                  (a) The corporation  (the "Surviving  Corporation")  surviving
         such merger or resulting from such  consolidation or transfer of assets
         will own and  operate  the  Facilities  and has  expressly  assumed  in
         writing  all of the  obligations  of the  Sublessee  contained  in this
         Sublease.

                  (b) The lien created by the  Mortgage,  the  Indenture and the
         Assignment and the pledge of the revenues contemplated by this Sublease
         will not in any manner be adversely affected thereby.

                                       17

<PAGE>

                  (c)  An  opinion  of  Bond   Counsel  is  obtained   that  the
         transaction  will not adversely affect the validity of the Bonds or the
         exemption from federal income tax of the interest paid on the Bonds.

                  (d)  The   Surviving   Corporation   will  have  a  net  worth
         (determined   in  accordance   with   generally   accepted   accounting
         principles) equal to or greater than that of the Sublessee prior to the
         consolidation, merger or transfer of assets.

         Upon  compliance  with the  foregoing  conditions  and  delivery to the
Trustee,  the  City  and  Sublessor  of the  opinion  of Bond  Counsel  required
hereunder,  Sublessor shall deliver to the  predecessor  Sublessee an instrument
releasing the predecessor Sublessee from its obligations under this Sublease.

         If consolidation,  merger or sale or other transfer is made as provided
in this Section 7.04, the provisions of this Section 7.04 shall continue in full
force and effect and no further consolidation,  merger or sale or other transfer
shall be made except in compliance with the provisions of this Section 7.04.

         SECTION 7.05. ANNUAL FINANCIAL  STATEMENT.  The Sublessee shall furnish
to the Sublessor,  the Trustee and the Original Purchaser of the Bonds a copy of
its audited  financial  statements  promptly upon their completion but not later
than  120 days  after  the end of the  Fiscal  Year.  At the  time  the  audited
financial statements are furnished as required above, a Sublessee Representative
shall  certify to the Trustee that (i) nothing has come to his  attention  which
would  constitute a breach,  default or violation by the Sublessee of any of its
obligations  under this Sublease or the  Mortgage,  or (ii) stating such breach,
default or violation.

         SECTION  7.06.  SUBLESSEE  BOUND BY  INDENTURE.  The Indenture has been
submitted to the Sublessee for examination,  and the Sublessee,  by execution of
this Sublease,  acknowledges  that it has approved the Indenture and agrees that
it is bound by the terms and  conditions  thereof  and  covenants  and agrees to
perform all acts, pay all moneys and give all notices  required to be performed,
paid and given by it pursuant to the terms of the Indenture.

         SECTION  7.07.  TAXEXEMPT  STATUS OF BONDS.  It is the intention of the
parties  hereto that the interest  paid on the Bonds will not be included in the
gross  income of the  Bondholders  by reason of Section  103(a) of the Code.  In
order to confirm and carry out such intention:

                  (a)  The   Sublessee   shall  (i)   provide   such   Sublessee
         Certificates,  opinions  of  counsel,  and  other  evidence  as  may be
         necessary  or  requested  by  Sublessor,  the City,  or the  Trustee to
         establish the  exemption of the Bonds under  Section  144(a)(4) and the
         absence of arbitrage  expectation  under  Section 148 of the Code,  and
         (ii) limit its capital  expenditures,  the capital  expenditures of any
         "principal user" or "related person" under Section 144(a)(4)(A) and (B)
         of the Code and related  provisions  of law or regulation if and to the
         extent  required  to prevent  inclusion  of Bond  interest in the gross
         income of Bondholders (other than substantial users and persons related
         to substantial users); and

                                       18

<PAGE>

                  (b) The  Sublessee  agrees to  furnish to the  Trustee  within
         thirty (30) days after the first, second and third anniversary dates of
         the issuance and  delivery of the Bonds (i) a  certificate  showing the
         amount  of  capital  expenditures  of  the  Sublessee  and  each  other
         principal  user and related  person with respect to the  Facilities and
         with respect to other applicable projects or facilities, if any, within
         Sublessor,  for the period  beginning three years prior to the issuance
         and delivery of the Bonds and ending on such anniversary date, and (ii)
         if  requested  by the  Trustee,  an  opinion  of Bond  Counsel  stating
         whether, by reason of such capital expenditures,  interest on the Bonds
         shall have become includable in gross income of the Bondholders  (other
         than  substantial  users and  related  person)  within  the  meaning of
         Section 103(a) of the Code.

         SECTION 7.08. NO WARRANTY OF CONDITION OR SUITABILITY BY SUBLESSOR. The
Sublessee  recognizes  that the Plans for the Project have been  prepared to its
order,  and since the Project is being  constructed  and equipped by contractors
and suppliers approval by the Sublessee, Sublessor has not made an inspection of
the Facilities or of any fixture or other item  constituting a portion  thereof,
and  Sublessor  makes no  warranty  or  representation,  express  or  implied or
otherwise,  with respect to the same or the location, use, description,  design,
merchantability,  fitness  for use for any  particular  purpose,  condition,  or
durability thereof, or as to the quality of the material or workmanship therein,
or as to the title of Sublessor  thereto or ownership  thereof or otherwise,  it
being agreed that all risks  incident  thereto are to be borne by the Sublessee,
in the event of any  defect or item  constituting  a  portion  thereof,  whether
patent or latent,  Sublessor  shall have no  responsibility  or  liability  with
respect  thereto.  The provisions of this Section 7.08 have been  negotiated and
are  intended  to be a complete  exclusion  and  negation of any  warranties  or
representations by Sublessor, express or implied, with respect to the Facilities
or any fixture or other item  constituting a portion  thereof,  whether  arising
pursuant  to the Uniform  Commercial  Code or another  law now or  hereafter  in
effect or otherwise.

         SECTION  7.09.  GRANTING  EASEMENTS.  Sublessor,  at the request of the
Sublessee from time to time, shall grant, or cause the City to grant, easements,
licenses,  rights-of-way (including the dedication of public highways) and other
rights or privileges in the nature of easements with respect to the Land, or may
release  existing  easements,  licenses,   rights-of-way  and  other  rights  or
privileges  with or without  consideration,  and Sublessor  agrees that it shall
execute and deliver any instrument  necessary or appropriate to grant or release
any such  easement,  license,  right-of-way  or other  right or  privilege  upon
receipt of: (a) a copy of the instrument of grant or release,  and (b) a written
application signed by the authorized  Sublessee  Representative  requesting such
instrument,  and  certifying  that in his  opinion  such grant or release is not
detrimental to the proper use or operation of the Facilities.

         SECTION 7.10.  OPERATION OF FACILITIES.  The Sublessee will operate the
Facilities or cause the Facilities to operated as a  manufacturing  facility and
will not change the use of the Facilities  without the prior written  consent of
the Sublessor and the Trustee and a written  opinion from Bond Counsel that such
change in use will not affect the tax exempt status of the Bonds.

         SECTION  7.11.  REDEMPTION OF BONDS.  Sublessor,  at the request at any
time of the Sublessee and if the Bonds are then callable,  shall  forthwith take
all steps that may be necessary  under the applicable  redemption  provisions of
the Indenture to cause the City to effect

                                       19

<PAGE>

redemption of all or part of the then Outstanding  Bonds, as may be specified by
the Sublessee,  on the earliest  redemption date on which such redemption may be
made under such  applicable  provisions,  provided that the Sublessee shall have
made available funds in adequate amount therefor or shall have made arrangements
satisfactory to the Trustee therefor. As set forth in Section 7.11 of the Lease,
the  Sublessee  has the right to request that the City take all steps  necessary
under the applicable redemption provisions of the Indenture to effect redemption
of all or part of the then outstanding  Bonds.  Except as otherwise  provided in
Sections  3.2,  3.3(b)  and 3.4 of the  Indenture,  Bonds  shall be  called  for
redemption  by  the  City  or the  Sublessor  only  upon  the  direction  of the
Sublessee.  Notice of any optional  redemption of Bonds shall be provided by the
Sublessee to the  Sublessor  and the Trustee not less than 45 days in advance of
the applicable redemption date.

         SECTION  7.12.  TO  OBSERVE  LAWS,  ORDINANCES  AND  REGULATIONS.   The
Sublessee  will  observe  in  all  material   respects  all   applicable   laws,
regulations,  ordinances and orders of the United States,  State of North Dakota
and agencies and political  subdivisions  thereof and each  department or agency
thereof,  applicable to the Sublessee,  its business and property. The Sublessee
shall have the right to contest by appropriate procedures the adoption, validity
or applicability of any laws, regulations,  ordinances and orders referred to in
this Section.

         SECTION 7.13.  RECORDING AND FILING FEES.  The Sublessee  shall pay all
recording,  filing and registration  taxes and fees,  together with all expenses
incidental to the preparation,  execution,  acknowledgment,  filing, registering
and recording of this Sublease,  the Mortgage,  the Assignment and of any notice
pursuant  to the  Uniform  Commercial  Code  and of any  instrument  of  further
assurance,  including  any filing or instrument  required of Sublessor,  and all
taxes,  duties imposts,  assessments and charges lawfully imposed upon the Bonds
or upon the Indenture, the Prime Lease or this Sublease.

         SECTION  7.14.  SUBLESSEE'S  ASSURANCE  OF TAX  EXEMPTION.  In order to
assure that the  interest  on the Bonds shall at all times be free from  federal
income  taxation,  the Sublessee  represents and covenants with  Sublessor,  the
Trustee and all Bondholders  that it will comply with the applicable  provisions
of Federal income tax law as follows:

                  (a) the  Sublessee  will  assure  that  the  aggregate  of (i)
         capital  expenditures  with respect to facilities in or attributable to
         the  City  which  are or  were  used  by the  Sublessee,  or any  other
         principal  user  of  the  Facilities  or by a  person  related  to  the
         Sublessee or such other principal user paid or incurred within a period
         of 36  months  prior  to the date of  issuance  of the  Bonds,  whether
         allocable  or  attributable  to the  Facilities  or any other  facility
         within or attributable  to the City, plus (ii) the aggregate  principal
         amount of the Bonds,  plus  (iii) the  capital  expenditures  made with
         respect to facilities in or  attributable  to the City by the Sublessee
         or such other principal user or related  person,  within a period of 36
         months  after the date of issuance of the Bonds,  whether  allocable or
         attributable  to  the  Facilities  or  any  other  facility  within  or
         attributable  to the City,  within the  meaning  of Section  144 of the
         Code,  and  regulations  thereunder,  as  applicable,  will not  exceed
         $10,000,000;


                                       20

<PAGE>

                  (b)  the  Sublessee  will  not  cause  any  "working   capital
         expenses"  to exceed 3% of the "net bond  proceeds" in violation of the
         requirement in Section 144(a) of the Code that  substantially all (95%)
         of the proceeds of the Bonds be used for the acquisition or improvement
         of land or depreciable property;

                  (c) the  Sublessee  has not  permitted and will not permit any
         obligation or obligations  other than the Bonds to be issued within the
         meaning  of  Section  144(a)(6)  of  the  Code  so  as  to  cause  such
         obligations to become part of the same "issue of obligations," so as to
         impair the tax exempt status of the Bonds;

                  (d)  the  Bonds  are  not  issued  as  part  of  an  issue  of
         obligations  (other  than an  issue to  which  Section  144 of the Code
         applies) for which the interest on any other  obligations which is part
         of such issue is excluded  from gross income under any other  provision
         of law other than Section 144(a) of the Code;

                  (e) no  portion of the Bond  proceeds  will be used to provide
         the  following:  any private or commercial  golf course,  country club,
         massage  parlor,   tennis  club,  skating  facility  (including  roller
         skating, skateboard and ice-skating), racquet sport facility (including
         handball or racquetball  court),  hot tub facility,  suntan facility or
         racetrack,  land (or interest therein) to be used for farming purposes,
         and no more  than  25% (or  24.9%  in the case of land) of the net Bond
         proceeds,  be used to  acquire  or  otherwise  provide a  facility  the
         primary  purpose of which is either retail food and beverage  services,
         automobile  sales  or  service,  or  the  provision  of  recreation  or
         entertainment, or land (other than land used for farming purposes), all
         within the meaning of Sections 144(a)(8) of the Code; no portion of the
         Bond proceeds  will be used to provide any  airplane,  sky box or other
         private  luxury box, any health club facility,  any facility  primarily
         used for gambling,  or any store the principal business of which is the
         sale of alcoholic  beverages for consumption  off premises,  all within
         the meaning of Section 147(e) of the Code;

                  (f) the  Sublessee  has not  permitted and will not permit any
         other  Private  Activity  Bond to be issued  with  respect  to a single
         building,  an enclosed shopping mall, or a strip of offices,  stores or
         warehouses,   of  which  the  Facilities  are  a  part  and  which  use
         substantial  common  facilities,  so as to (i) treat the Bonds and such
         other  Private  Activity  Bond as one (1) issue,  within the meaning of
         Section  144(a)(9) of the Code and (ii)  thereby  impair the tax exempt
         status of the Bonds;

                  (g) the face amount of the Bonds allocated to the Sublessee as
         a test-period  beneficiary,  when increased by other taxexempt facility
         related  bonds  outstanding  at Bond Closing and also  allocated to the
         Sublessee as a  test-period  beneficiary,  does not and will not exceed
         $40,000,000;  and the  Sublessee  will not permit  any other  person or
         entity to become an owner or other  "principal  user" of the Facilities
         if such  person or entity is or will be a  test-period  beneficiary  to
         whom is allocated other taxexempt facility related bonds outstanding at
         the time of Bond Closing which other taxexempt  facility related bonds,
         together  with  the  face  amount  of  the  Bonds   allocated  to  such
         test-period beneficiary,  exceed $40,000,000, all within the meaning of
         Section 144(a)(10) of the Code;

                                       21

<PAGE>

                  (h) within the meaning of Section  144(a)(11)  of the Code, no
         proceeds  of the  Bonds  will  be  used  to  acquire  depreciable  farm
         property;

                  (i) 95% or more of the net  proceeds  of the Bonds  will be or
         were used to provide a  manufacturing  facility  within the  meaning of
         Section 144(a)12 of the Code;

                  (j) the Bonds have received proper allocation of authority for
         the entire  amount of the issue in  accordance  with Section 146 of the
         Code;

                  (k) the average  maturity of the Bonds does not exceed 120% of
         the average reasonably  expected economic life of the Facilities within
         the meaning of Section 147(b) of the Code;

                  (l) within  the  meaning  of  Section  147(c) of the Code,  no
         portion  of the  proceeds  of the  Bonds  will  be  used  (directly  or
         indirectly) for the acquisition of land (or an interest  therein) to be
         used for farming purposes and not more than  twenty-five  percent (25%)
         of the net proceeds of the Bonds will be used  (directly or indirectly)
         for the acquisition of any other land (or interest therein);

                  (m) no portion of the net  proceeds  of the Bonds will be used
         for the  acquisition of any property (or any interest  therein)  unless
         (i) the first use of such  property is  pursuant  to such  acquisition,
         other than land,  or (ii) the property is a building (and the equipment
         therefor) and rehabilitation expenditures with respect to such building
         equal or exceed  fifteen  percent  (15%) of the  portion of the cost of
         acquiring such building (and  equipment)  financed with the proceeds of
         the Bonds,  or (iii) the property is a structure  other than a building
         and rehabilitation  expenditures with respect to such facility equal or
         exceed one hundred  percent  (100%) of the portion of cost of acquiring
         such facility  financed with net bond proceeds,  all within the meaning
         of Section 147(d) of the Code;

                  (n) the Bonds have satisfied the public approval  requirements
         of Section 147(f) of the Code since they have been approved by the City
         by  its  elected   legislative  body  after  reasonable  public  notice
         published in a newspaper of general  circulation  in Sublessor not less
         than 14 days prior to the date of a public  hearing with respect to the
         Facilities;

                  (o) no more than two percent of the  aggregate  face amount of
         the Bonds  allocable to the Facilities  shall be used to finance "costs
         of issuance," within the meaning of Section 147(g) of the Code;

                  (p) the  Sublessee  will not use (or  permit  to be used)  the
         Facilities  or use or invest  (or  permit to be used or  invested)  the
         proceeds  of the Bonds or any other  sums  treated  as "bond  proceeds"
         under  Section  148  of  the  Code  including  "investment   proceeds,"
         "invested  sinking funds" and "replacement  proceeds," in such a manner
         as to cause the Bonds to be classified  "arbitrage bonds" under Section
         148(a) of the Code;

                                       22

<PAGE>

                  (q) at no time during any Bond year shall the amount  invested
         in taxable nonpurpose obligations with a yield higher than the yield on
         the Bonds exceed one hundred fifty  percent  (150%) of the debt service
         on the Bonds for the bond  year,  all  within  the  meaning  of Section
         148(d)(3) of the Code; provided,  however,  that the Sublessee may take
         advantage of exceptions to such requirement provided for the investment
         sums for temporary periods;

                  (r) the  Sublessee  on  behalf of the  Sublessor  and the City
         shall pay the United States, as a rebate, an amount equal to the sum of
         (i) the excess of (A) the amount earned on all  nonpurpose  investments
         (other than  investments  attributable  to an excess  described in this
         clause),  over (B) the  amount  which  would  have  been  earned if all
         nonpurpose  investments  were  invested at a rate equal to the yield on
         the Bonds, plus (ii) any income attributable to the excess described in
         clause  (i),  at the  times and in the  amounts  required  by  Sections
         148(f)(2) and (3) of the Code, all within the meaning of Section 148(f)
         of the Code.  The Sublessor and Trustee shall  maintain  records of the
         Bonds and the  investments  of Bond  proceeds and  earnings  thereon in
         adequate  detail to enable the Sublessor to calculate the amount of any
         rebate  required to be made to the United States.  The Sublessee  shall
         pay the rebate to the United States at times and in installments  which
         satisfy  Section  148(f)(3) of the Code and the  regulations,  at least
         once every  five (5) years and within  sixty (60) days after the day on
         which the last of the Bonds is redeemed.  Calculations of the amount to
         be rebated  shall be made at least  every  fifth  (5th)  year,  and the
         Trustee  shall be furnished  with such  calculations  within sixty (60)
         days of the time they are made.  Such  calculations  shall be  retained
         until six (6) years after the  retirement of the last Bond.  The rebate
         shall be calculated as provided in Section 1.1480 through 1.1487 of the
         Treasury Regulations;

                  (s) the payment of principal  and interest on the Bonds is not
         guaranteed (in whole or in part) by the United States (or any agency or
         instrumentality  thereof) and no moneys in the Bond Fund,  Reserve Fund
         or Construction  Fund shall be invested in investments  which cause the
         Bonds to be federally  guaranteed  within the meaning of Section 149(b)
         of the Code. If at any time the moneys in such Funds exceed, within the
         meaning of Section 148 of the Code, (i) amounts invested for an initial
         temporary  period until the moneys are needed for the purpose for which
         the Bonds are  issued,  (ii)  investments  of a bona fide debt  service
         fund, and (iii)  investments of a reserve which meet the requirement of
         Section  148(d) of the Code,  such excess  moneys  shall be invested in
         only  those  permitted  investments  or  Government   Obligations,   as
         otherwise  appropriate,  which are (A) obligations issued by the United
         States Treasury, (B) other investments permitted under regulations,  or
         (C)  obligations  which are (1) not  issued  by, or  guaranteed  by, or
         insured by, the United States or any agency or instrumentality  thereof
         or (2) not  federally  insured  deposits  or  accounts,  all within the
         meaning of Section 149(b)(2) of the Code;

                  (t) the  Sublessee  shall  provide both the  Sublessor and the
         City  at  closing  with  all   information   required  to  satisfy  the
         informational  requirements  set  forth in  Section  149(e) of the Code
         including  the  information  necessary  to  complete  Internal  Revenue
         Service Form 8038;

                                       23

<PAGE>

                  (u) the  Sublessee  will  not  otherwise  use  Bond  proceeds,
         including  earnings  thereon,  or take, or permit or cause to be taken,
         any action  that would  adversely  affect the  exemption  from  federal
         income  taxation of the interest on the Bonds,  nor  otherwise  omit to
         take or cause to be taken any action  necessary  to  maintain  such tax
         exempt  status;  and, if it should  take or permit,  or omit to take or
         cause to be taken, as appropriate, any such action, the Sublessee shall
         take all lawful actions necessary to rescind or correct such actions or
         omissions promptly upon having knowledge thereof.

         SECTION 7.15.  HAZARDOUS WASTE.  Sublessee shall not cause or permit to
exist,  as a result of any intentional or  unintentional  act or omission on its
part, a releasing,  spilling,  leaking,  pumping,  emitting,  pouring,  seeping,
leaching,  emptying or dumping of "Toxic Materials,  " "Hazardous  Substance" or
"Hazardous  Waste" in the  Facilities or on the Land (the above terms shall have
the  meaning  ascribed  to such  terms  in  state  or  federal  statutes  and/or
regulations promulgated in relation thereto).

         Sublessee,  and Sublessee's respective successors and assigns, agree to
defend,  indemnify  and hold harmless the City,  Sublessor and the Trustee,  and
their  respective  successors  and assigns  from and against any and all claims,
demands, judgments, damages, actions, causes of action, injuries, administrative
orders,  consent  agreements  and  orders,  liabilities,  penalties,  costs  and
expenses of any kind  whatsoever,  including claims arising out of loss of life,
injury to persons,  property or business or damage to natural  resources arising
out  of the  use or  discharge  of  Toxic  Materials,  Hazardous  Substances  or
Hazardous  Waste by Sublessee.  Such  activities  shall  include any  condition,
accident or event caused by any act or omission which:

                  (a) Arises out of the actual, alleged or threatened discharge,
         dispersal, release, storage, treatment,  generation, disposal or escape
         of  pollutants  or other toxic or hazardous  substances,  including any
         solid,  liquid,  gaseous or thermo-irritant or contaminant,  including,
         smoke,  vapor,  soot, fumes,  acids,  alkalis,  chemicals and wastes or
         waste   (including   materials  to  be  recycled,   reconditioned,   or
         reclaimed); or

                  (b) Actually, or allegedly arises out of use, specification or
         inclusion of any product,  material or process containing chemicals,  a
         failure to detect the existence or proportion of chemicals in the soil,
         air,  surface water or ground water,  or the  performance or failure to
         perform the abatement of any  pollution  source or the  replacement  or
         removal of any soil,  water,  surface water, or groundwater  containing
         chemicals.

         Sublessee and Sublessee's respective heirs,  executors,  successors and
assigns,  shall  bear,  pay and  discharge  when and as the same  become due and
payable,  any and all  such  judgments  or  claims  for  damages,  penalties  or
otherwise against the City, the Trustee or the Sublessor  described above, shall
hold the City, the Trustee,  and the Sublessor  harmless for those  judgments or
claims,  and shall  assume  the  burden  and  expense  of  defending  all suits,
administrative  proceedings and negotiations of any description with any and all
persons, political subdivisions or government agencies arising out of any of the
occurrences set forth above.

                                       24
<PAGE>

                                    ARTICLE 8

                               SUBLESSEE'S OPTIONS

         SECTION 8.01.  PREPAYMENT OF RENTS AND BONDS. The Sublessee may, at any
time,  transmit funds to the Trustee,  in addition to amounts, if any, otherwise
required at that time pursuant to this  Sublease,  and direct that said money be
utilized for the prepayment or redemption of the Bonds or  installments  thereof
which are then or will be redeemable  under the terms of the  Indenture.  In the
event that the Bonds are subject to Mandatory  Redemption under the terms of the
Indenture  and there are  insufficient  moneys on  deposit,  or  required by the
Indenture  to be on deposit,  in the Bond Fund,  the  Sublessee  shall  promptly
transmit  funds to the  Trustee as  necessary  to comply  with the terms of such
redemption including, upon a Determination of Taxability, the necessary funds to
pay the three percent (3.0%) premium together with funds to pay principal of and
accrued interest on the Bonds.

         SECTION 8.02. OPTION TO TERMINATE.  The Sublessee shall have the option
to cancel or terminate  the term of this Sublease at any time when all the Bonds
shall be deemed to have been paid and discharged under the provisions of Article
3 of the  Indenture  or  defeased  in  accordance  with  the  provisions  of the
Indenture,  and when all  Additional  Rent payable to the Trustee has been paid.
Such option shall be exercised  by giving  Sublessor  notice in writing and such
cancellation  or  termination  shall  forthwith  become  effective.   Upon  such
termination, any funds or investments then remaining on deposit to the credit of
any Fund maintained  under the Indenture (not set aside for the payment of Bonds
and  interest  thereon  pursuant  to the  Indenture)  shall be paid  over by the
Trustee to the Sublessee.

         SECTION  8.03.  SUBLESSEE'S  PROPERTY,  SUBLESSOR'S  PROPERTY.  At  the
termination  of the Sublease if Sublessee has not exercised the Purchase  Option
granted herein all improvements  permanently affixed to the Facilities,  and all
heating and air conditioning  equipment,  plumbing and electrical pipes, wiring,
connections and fittings,  which are necessary to the  mechanical,  plumbing and
electrical operation and maintenance of the Facilities, shall be the property of
the City,  without  compensation  to  Sublessee,  whether  owned,  purchased  or
constructed by the City, the Sublessor, or by Sublessee. Sublessee hereby grants
to the City and to the  Sublessor  reasonable  access to the  Facilities,  which
access shall not unreasonably  interfere with  Sublessee's use thereof,  for the
inspection,   installation,   maintenance,   replacement   and   repair  of  the
above-described property of the City.

         All other furniture,  fixtures,  equipment, and property, put in at the
expense of Sublessee  shall be the property of Sublessee,  and may be removed by
Sublessee at any time.  All of such  property  shall be removed on or before the
termination of the term hereof,  and all property not so removed shall be deemed
abandoned by Sublessee to Sublessor and the City, as applicable.  Sublessee,  at
its cost and  expense,  shall repair any damage done to the  Facilities  by such
removal.  If Sublessee  chooses not to remove its  property,  then title to such
property shall vest in the City.

         SECTION 8.04.  CONDITION OF LEASED FACILITIES AND SUBLESSOR'S  PROPERTY
AT TERMINATION..  If this Sublease is terminated prior to its stated  expiration
date, and if Sublessee fails to exercise its Purchase Option under Section 8.09,
then  Sublessee  shall quit and deliver the  

                                       25

<PAGE>

Facilities  and all  property of the City and  Sublessor to Sublessor in as good
condition as when Sublessee took possession or as the Facilities were thereafter
placed in by the City, the Sublessor or Sublessee,  excepting only ordinary wear
and tear, and damage or destruction  which is required by the terms hereof to be
repaired,  maintained  or replaced by  Sublessor.  If Sublessee  fails to do so,
Sublessor may make repairs,  and any  expenditures by Sublessor shall be due and
payable  from  Sublessee  upon  demand and shall be deemed  Additional  Rent for
purposes of this Sublease.

         SECTION  8.05.  OPTION TO PURCHASE  FACILITIES  PRIOR TO PAYMENT OF THE
BONDS.  The Sublessee shall have, and is hereby granted,  the option to purchase
the  Facilities  prior to the  expiration  of the Sublease term and prior to the
full payment of the Bonds (or provision for payment  thereof having been made in
accordance with the provisions of the Indenture),  if any of the following shall
have occurred:

                  (a) The  Facilities  shall have been damaged or destroyed  and
         the Sublessee  shall determine that it is not practical or desirable to
         rebuild, repair or restore the Facilities.

                  (b) Title to, or the use or  control of the  Facilities  shall
         have been taken under the  exercise  of the power of eminent  domain by
         any governmental authority, or person, firm or corporation acting under
         governmental  authority  to the  extent  the  Facilities  are  rendered
         unsatisfactory to the Sublessee for continued operation.

                  (c) As a result  of any  changes  in the  Constitution  of the
         State of North  Dakota  or the  Constitution  of the  United  States of
         America or of legislative or  administrative  action  (whether state or
         federal)  or by  final  decree,  judgment  or  order  of any  court  or
         administrative  body  (whether  state or  federal)  entered  after  the
         contest  thereof  by  Sublessor  or the  Trustee  in good  faith,  this
         Sublease  shall have  become void or  unenforceable  or  impossible  of
         performance in accordance with the intent and purpose of the parties as
         expressed  in this  Sublease,  or  unreasonable  burdens  or  excessive
         liabilities  shall have been imposed upon the Sublessee or Sublessor in
         connection  with the  Facilities,  as a result of which  the  Sublessee
         determines to discontinue operation of the Facilities.

To exercise such option,  the Sublessee  shall,  within one hundred eighty (180)
days following the event  authorizing the exercise of such option,  give written
notice to  Sublessor,  to the City and to the  Trustee if any of the Bonds shall
then be unpaid,  and shall specify therein the date of closing such purchase and
(if any Bonds are Outstanding) the redemption date; the redemption date shall be
not less than  fortyfive  (45) days from the date  such  notice is  received  by
Sublessor and the Trustee, and the date of closing the purchase shall take place
on or before the  redemption  date;  and in case of a redemption of the Bonds in
accordance with the provisions of the Indenture, the Sublessee shall deposit the
purchase  price  with the  Trustee  on or before  the  redemption  date and make
arrangements  satisfactory  to the Trustee for the giving of the required notice
of redemption,  in which  arrangements  Sublessor shall cooperate.  The purchase
price  payable  by the  Sublessee  in the event of its  exercise  of the  option
granted in this Section, shall be the sum of the following:

                                       26

<PAGE>

                  (1) an amount of money  which,  when  added to the  moneys and
         investments  held to the credit of the Bond Fund and Reserve Fund, will
         be  sufficient  pursuant  to  the  provisions  of  Section  3.3  of the
         Indenture to pay and discharge all then Outstanding  Bonds on the first
         possible date for redemption, plus

                  (2) an amount of money equal to the Additional Rent payable to
         the Trustee, pursuant to the terms of the Prime Lease and this Sublease
         and any paying agent's fees and expenses under the Indenture, plus

                  (3) the sum of One Dollar ($1.00) to Sublessor.

In the event of the  exercise  of the option  granted in this  Section,  any Net
Proceeds  of  insurance  or  condemnation  shall  be  paid to the  Trustee,  and
Sublessor will deliver to the Trustee the documents  referred to in Section 8.05
hereof.

         The mutual  agreements  contained in this Section 8.05 are  independent
of,  and  constitute  an  agreement  separate  and  distinct  from,  any and all
provisions of this Sublease and shall be unaffected by any fact or  circumstance
which might impair or be alleged to impair the validity of any other provisions.

         SECTION 8.06. OPTION TO PURCHASE FACILITIES.  The Sublessee shall have,
and is hereby  granted,  an option to  purchase  the  Facilities  for One Dollar
($1.00) at the  expiration  of the Sublease  term or at any prior time that full
payment of the Bonds or  provision  for payment or  defeasance  thereof has been
made in accordance  with the provisions of the Indenture and all Additional Rent
payable to Sublessor  and Trustee  hereunder  shall have been paid. In the event
that the  Sublessee  exercises  its option to  purchase,  the option to purchase
granted in this Section 8.04 shall be exercised in the manner as is provided for
exercise of option to purchase  granted in Section  8.03,  and  Sublessor  shall
caused to be delivered to the  Sublessee  the  documents  referred to in Section
8.05 hereof.  The Sublessee's  option rights under this Section 8.04 may also be
exercised at any time after expiration of the Sublease term.

         SECTION  8.07.  CONVEYANCE  ON EXERCISE OF OPTION TO  PURCHASE.  On the
exercise  of any option to  purchase  granted  herein,  Sublessor  will  deliver
payment of the purchase  price  received from the Sublessee to the City and will
deliver or cause to be delivered  to the  Sublessee  documents  conveying to the
Sublessee all of the right,  title and interest of the City and the Sublessor in
and to the property being purchase, as such property then exists, subject to the
following:  (i) those liens and encumbrances  created by the Sublessee or to the
creation or suffering  of which the  Sublessee  consented;  (ii) those liens and
encumbrances  resulting  from the failure of the Sublessee to perform or observe
any of the agreements on its part  contained in this Sublease;  and (iii) if the
option is exercised  pursuant to the provisions of Section 8.03(b)  hereof,  the
rights and title of the condemning authority.

         SECTION  8.08.  RELATIVE  POSITION OF THIS ARTICLE AND  INDENTURE.  The
rights and options  granted to the Sublessee in this Article shall be and remain
subordinate to the Indenture and the Mortgage as evidenced by the  Subordination
Agreement.

                                       27

<PAGE>

                                    ARTICLE 9

                         EVENTS OF DEFAULT AND REMEDIES

         SECTION  9.01.  EVENTS  OF  DEFAULT.  Any one or more of the  following
events shall constitute a Default or an Event of Default under this Sublease:

                  (a) Failure by the  Sublessee  to pay the Basic Rent  required
         under  Section 4.02  hereunder on or before the date the payment is due
         and the  continuance of such nonpayment for a period ending on the last
         day of the month following the date the payment is due, except that the
         payment for the month next preceding  each Interest  Payment Date shall
         be paid on the date payment is due.

                  (b)  Failure by the  Sublessee  to deliver to the  Trustee the
         moneys  needed to redeem any  Outstanding  Bonds in the manner and upon
         the date  required  by the terms of the Prime  Lease,  the Bonds or the
         Indenture.

                  (c)  Failure by the  Sublessee  to  observe  and  perform  any
         covenant,  condition,  or  agreement  on its  part  to be  observed  or
         performed,  other than as referred to in subsections (a) or (b) of this
         Section  9.01,  for a period of 30 days  after  notice of such  failure
         requesting  such failure to be remedied,  given to the Sublessee by the
         Trustee or Sublessor,  unless the Trustee and Sublessor  shall agree in
         writing to an extension of such time prior to its expiration; provided,
         however,  that if and so long as the Sublessee is  proceeding  with due
         diligence to cure the  default,  such 30day period shall be extended to
         such period as is required to permit the Sublessee  proceeding with due
         diligence to cure such default.

                  (d) The  dissolution  or  liquidation  of the Sublessee or the
         filing by the  Sublessee  of a  voluntary  petition in  bankruptcy,  or
         failure by the Sublessee  promptly to lift any execution,  garnishment,
         or attachment of such  consequence  as will impair its ability to carry
         out its  obligations  under this  Sublease,  or the  commission  by the
         Sublessee of any act of bankruptcy, or adjudication of the Sublessee as
         a  bankrupt,  or  assignment  by the  Sublessee  into an  agreement  of
         composition with its creditors, or the approval by a court of competent
         jurisdiction  of  a  petition   applicable  to  the  Sublessee  in  any
         proceeding for its  reorganization or arrangement  instituted under the
         provisions  of the Federal  Bankruptcy  Code,  or under any similar act
         which may hereafter be enacted. The term "dissolution or liquidation of
         the Sublessee," as used in this  subsection,  shall not be construed to
         include the cessation  existence of the Sublessee resulting either from
         a  merger  or  consolidation  of the  Sublessee  into or  with  another
         corporation  or other entity or a  dissolution  or  liquidation  of the
         Sublessee  of  allowing a transfer of all or  substantially  all of its
         assets as an entirety,  under the  conditions  permitting  such actions
         contained in Section 7.04.

                  (e) The  occurrence of an Event of Default under the Indenture
         or the Mortgage.

                                       28

<PAGE>

         The  provisions  of  subsection  (c) of this Section are subject to the
following limitations: If by reason of acts of God; fire; epidemics; landslides;
floods;  strikes;  lockouts;  or other industrial  disturbances;  acts of public
enemies;   acts  or   orders  of  any  kind  of  any   governmental   authority;
insurrections;  riots; civil disturbances;  explosions; breakage; or accident to
machinery, transmission pipes or canals; partial or entire failure of utilities;
or any cause or event not reasonably  within the control of the  Sublessee,  the
Sublessee is unable in whole or in part to carry out the  agreements on its part
herein contained, other than the obligations on the part of the Sublessee to pay
rent,  additional  payments  and  taxes  and to carry  insurance,  all under the
provisions of Article 4 and Article 5 hereof,  the Sublessee shall not be deemed
in default  during the  continuance  of such  inability.  The  Sublessee  shall,
however,  use its best efforts to remedy with all reasonable  dispatch the cause
or causes  preventing it from carrying out its  agreements;  provided,  that the
Sublessee  shall in no event be required to settle strikes,  lockouts,  or other
industrial  disturbances  by acceding to the  demands of the  opposing  party or
parties when such course is, in the judgment of the  Sublessee,  unfavorable  to
it.

         SECTION 9.02. SUBLESSOR'S REMEDIES. Whenever any Event of Default shall
have happened and be subsisting,  Sublessor may, and Sublessor hereby authorizes
the Trustee,  on behalf of Sublessor (without prior written notice to Sublessor)
to, take at its discretion any one or more of the following remedial steps:

                  (a) Declare all  installments  of Basic Rent and other amounts
         payable  under Section 4.02 hereof for the remainder of the term of the
         Sublease (being an amount equal to the sum necessary to pay in full the
         remaining  principal  of premium,  if any,  and  interest on the Bonds,
         assuming  acceleration of the Bonds,  and to pay all other  obligations
         and  indebtedness  hereunder and  thereunder) to be immediately due and
         payable, whereupon the same shall become immediately due and payable by
         the Sublessee;

                  (b) Take possession of the Facilities  without  termination of
         this Sublease,  and use its best efforts to sublease the Facilities for
         the  account of the  Sublessee,  holding the  Sublessee  liable for the
         difference  between  the  rent  and  other  amounts  received  from the
         Sublessee  and the rents and other  amounts  payable  by the  Sublessee
         hereunder;

                  (c)  Terminate  this  Sublease,  exclude  the  Sublessee  from
         possession of the Facilities, and use its best efforts to lease or sell
         the Facilities to another for the account of the Sublessee, holding the
         Sublessee  liable for the  difference  between  the rentals or purchase
         price  received  and the  amounts  which  would  have  been  receivable
         hereunder;

                  (d) Require the  Sublessee to furnish  copies of all books and
         records of the Sublessee pertaining to the Facilities; and

                  (e)  Take  whatever  action  at law or in  equity  may  appear
         necessary  or  appropriate  to collect  the rent and other  amounts and
         additional payments then due and thereafter to become due hereunder, or
         to enforce performance and observance of any obligation,  agreement, or
         covenant of the Sublessee under this Sublease.

                                       29

<PAGE>

         In exercising the remedies  provided in subsections  (b) and (c) above,
Sublessor  and the  Trustee,  acting on behalf of  Sublessor,  may  require  the
Sublessee to assemble the Subleased Equipment and make it available to Sublessor
or Trustee at a reasonably  convenient  place as  designated by Sublessor or the
Trustee.

         SECTION 9.03.  MANNER OF EXERCISE.  No remedy herein  conferred upon or
reserved to Sublessor is intended to be exclusive of any other available  remedy
or remedies,  but each and every such remedy shall be cumulative and shall be in
addition to every other  remedy  given under this  Sublease or now or  hereafter
existing at law or in equity.  No delay or  omission  to  exercise  any right or
power  occurring  upon any default shall impair any such right or power or shall
be  construed  to be a waiver  thereof,  but any such  right  and  power  may be
exercised from time to time and as often as may be deemed expedient. In order to
entitle  Sublessor to exercise  any remedy  reserved to it in this Article 9, it
shall not be  necessary  to give any  notice,  other than such  notice as may be
herein  expressly  required.  The  obligation of the Sublessee to pay Basic Rent
sufficient to pay amounts payable for principal of, premium,  if any (whether at
maturity,  or by  redemption  or  acceleration  as provided in the  Indenture by
declaration  or otherwise) and interest on the Bonds and other amounts due under
the Indenture or this Sublease shall survive the termination of this Sublease.

         SECTION 9.04.  ATTORNEYS' FEES AND EXPENSES. In the event the Sublessee
should  default under any of the  provisions of this Sublease and the Trustee or
Sublessor  should employ attorneys or incur other expenses for the collection of
Rent or the  enforcement  of  performance  of any obligation or agreement on the
part of the  Sublessee,  the  Sublessee  will on demand  pay to the  Trustee  or
Sublessor  the  reasonable  fee of such  attorneys  and such other  expenses  so
incurred.

         SECTION 9.05. EFFECT OF WAIVER. In the event any agreement contained in
this  Sublease  should be breached by either party and the breach is  thereafter
waived by the other party, such waiver shall be limited to the particular breach
so waived and shall not be deemed to waive any other breach hereunder.

         SECTION 9.06. TRUSTEE'S EXERCISE OF SUBLESSOR'S REMEDIES.  Whenever any
Event of Default  shall have  happened and be  subsisting,  the Trustee may, but
except as otherwise provided shall not be obliged to, exercise any or all of the
rights of Sublessor  under this Article 9, upon giving the Sublessee such notice
as is required of  Sublessor  unless  Sublessor  has already  given the required
notice.

                                   ARTICLE 10

                       ASSIGNMENT, SUBLEASING AND SELLING

         SECTION 10.01.  ASSIGNMENT  AND SUBLEASING BY SUBLESSEE.  This Sublease
may be assigned in whole or in part,  and the  Facilities  may be subleased as a
whole or in part, by the Sublessee only upon the condition that:

                  (a) no assignment  or  subleasing  shall relieve the Sublessee
         from primary liability for any of its obligations hereunder, and in the
         event of any such assignment or 

                                       30

<PAGE>

         subleasing the Sublessee shall continue to remain  primarily liable for
         the payment of all obligations under this Sublease or the Indenture and
         for  performance  and  observance  of the other  agreements on its part
         herein provided to be performed and observed by it;

                  (b) any  assignment or sublease from the Sublessee must retain
         for the  Sublessee  such  rights  and  interests  as will  permit it to
         perform its obligations under this Sublease,  and any assignee from the
         Sublessee  shall assume the  obligations of the Sublessee  hereunder to
         the extent of the interest assigned;

                  (c) any  sublease  from  the  Sublessee  must be  subject  and
         subordinate to the lien of the
         Mortgage; and

                  (d) the Sublessee shall furnish the Trustee an opinion of Bond
         Counsel  confirming the  continuation of the validity of the Bonds, the
         Prime Lease, this Sublease,  the Mortgage and the Indenture and stating
         that the assignment  shall not result in interest on any Bonds becoming
         includable  in the gross  income of the  Holders  thereof  for  federal
         income tax purposes.

         SECTION 10.02. ASSIGNMENT BY SUBLESSOR. Sublessor may assign its rights
and grant a security  interest  in, and  pledge any monies  receivable  under or
pursuant to, this Sublease to the Trustee  pursuant to the Indenture as security
for payment of the principal of and interest on the Bonds.

         SECTION 10.03.  RESTRICTIONS ON TRANSFER AND ENCUMBRANCES OF FACILITIES
BY THE CITY.  The Terms of the Prime  Lease  shall  govern  this  provision  and
Sublessor  and  Sublessee  each agree that the  Sublessee  shall have all of the
rights and privileges of Sublessor,  as Tenant, under the terms of Section 10.03
of the Prime Lease.

                                   ARTICLE 11

                                     GENERAL

         SECTION   11.01.   NOTICES.   All   notices,   certificate   or   other
communications  hereunder shall be sufficiently  given and shall be deemed given
when mailed by  certified  or  registered  mail,  postage  prepaid,  with proper
address as indicated below. Sublessor,  the Sublessee,  the Trustee and the City
may, by written  notice  given by each to the others,  designate  any address or
addresses to which notices certificates or other communications to them shall be
sent when  required  as  contemplated  by this  Sublease.  All notices and other
communications  given hereunder to any party shall also be given to the Original
Purchaser.  Until  otherwise  provided by the  respective  parties,  all notices
certificates and communications to each of them shall be addressed as follows:

                                       31

<PAGE>

          To the Sublessor:         Oakes Enhancement, Inc.
                                    Ms. Geri A. Coyne
                                    Division Manager
                                    OtterTail Power Company
                                    103 South 5th Street
                                    Oakes, ND  58474

         To the Sublesse:           OmniQuip International,  Inc. 
                                    369 West Western Avenue
                                    Port Washington, WI 53074 
                                    Attn: Chief Financial Officer

         To the Trustee:            Norwest Bank Minnesota, National Association
                                    Sixth and Marquette
                                    Minneapolis, Minnesota 55479
                                    Attn: Corporate Trust

         To the City :              City of Oakes
                                    115 South 5th Street
                                    Oakes, ND  58474
                                    Attn:  City Auditor

         To The Original
         Purchaser:                 John G. Kinnard and Company, Incorporated
                                    920 Second Avenue South
                                    Minneapolis, Minnesota 55402
                                    Attn:  Trading

         SECTION 11.02. BINDING EFFECT. This Sublease shall inure to the benefit
of and shall be binding upon  Sublessor and the  Sublessee and their  respective
successors and assigns.

         SECTION  11.03.  SUBORDINATION.   Sublessee  hereby  agrees  that  this
Sublease  is, and shall be,  subordinate  to the Prime  Lease,  and the Mortgage
without any further act by  Sublessee.  Sublessee  agrees hereby to execute upon
demand any and all further  documents or instruments in addition to the Sublease
which may be deemed  necessary  or  requisite  or  desired  to  effectuate  such
subordination   including   the   Subordination   Agreement;    provided,   such
subordination  shall  be upon  the  express  condition  that  this  Sublease  be
recognized  and that the  rights of  Sublessee  shall  remain in full  force and
effect during the term of this Sublease,  provided,  Sublessee shall continue to
perform all of the covenants and conditions of this Sublease.

         SECTION  11.04.  ESTOPPEL  CERTIFICATE.  Within  twenty (20) days after
request  therefor by either the City, the Trustee,  or the Sublessor,  Sublessee
will deliver in recordable form an Estoppel  Certificate  certifying (if such be
the case) that this  Sublease  is in full force and effect and that there are no
defenses or offsets thereto, or stating those claimed by Sublessee. If Sublessee
fails  to do so,  Sublessor  shall  have  the  right,  as  attorney-in-fact  for
Sublessee, to make 

                                       32

<PAGE>

such a certificate.  Sublessor, its mortgagee, lenders and/or
purchasers shall be entitled to rely upon any document executed pursuant to this
Section 11.05.

         SECTION  11.05.  SEVERABILITY.  In the  event  any  provision  of  this
Sublease  shall be held  invalid  or  unenforceable  by any  court of  competent
jurisdiction,  such holding  shall not  invalidate or render  unenforceable  any
other provision thereof.

         SECTION  11.06.  AMENDMENTS,  CHANGES  AND  MODIFICATIONS.   Except  as
otherwise  provided in this Sublease,  subsequent to the initial issuance of the
Bonds and before the  Indenture is satisfied and  discharged in accordance  with
its terms,  this Sublease may not be  effectively  amended,  changed,  modified,
altered, or terminated without the written consent of the Trustee.

         SECTION   11.07.   EXECUTION   COUNTERPARTS.   This   Sublease  may  be
simultaneously  executed  in  several  counterparts,  each of which  shall be an
original and all of which shall constitute but one and the same instrument.


               (Remainder of this page intentionally left blank)







                                       33

<PAGE>

         IN WITNESS  WHEREOF,  Sublessor  and the  Sublessee  have  caused  this
Sublease to be executed and attested by their duly authorized  officers,  all as
of the date first above written.

                                      OAKES ENHANCEMENT, INC.


                                      By: /s/ Dale Skjefte
                                         --------------------------------------
                                         President


ATTEST:


By: /s/ Bradley Ness
   --------------------------------
   Treasurer


(SEAL)


                                       OMNIQUIP INTERNATIONAL, INC.



                                       By: /s/ Allan Jablonsky
                                          -------------------------------------
                                          Its:  Assistant Treasurer

ATTEST:



By:  /s/ Glenda K. Moehlenpah
   --------------------------------
   Its:  Assistant Secretary


(SEAL)








                                       36

<PAGE>

STATE OF NORTH DAKOTA      )
                           ) ss.
COUNTY OF DICKEY           )


         On this 19th day of February,  1999,  before me, a Notary Public within
and for said County, personally appeared Dale Skjefte and Dale Bradley Ness, the
President  and  Treasurer,  respectively,  of Oakes  Enhancement,  Inc., a North
Dakota  nonprofit  corporation,  the corporation  that is described in, and that
executed the foregoing  instrument and acknowledged to me that they executed the
foregoing instrument on behalf of the corporation.


                                        /s/ G.A. Coyne
                                        ----------------------------------------
                                        Notary Public
                                        My Commission Expires:

(SEAL)




STATE OF WISCONSIN        )
                          ) ss.
COUNTY OF OZAUKEE         )


         On this 23rd day of February,  1999,  before me, a Notary Public within
and for said  County,  personally  appeared  Allan J.  Jablonsky  and  Glenda K.
Moehlenpah, the Asst. Treasurer and Asst. Secretary,  respectively,  of OmniQuip
International,  Inc.,  a  Delaware  corporation,  and  that  each  executed  the
foregoing  instrument  and  acknowledged  to me that they executed the foregoing
instrument on behalf of the corporation.


                                     /s/ Michelle Larson
                                     ----------------------------------------
                                     Notary Public           Michelle M. Larson
                                     My Commission Expires:  is permanent


(SEAL)




                                       37
<PAGE>


                                    EXHIBIT A

                               SUBLEASED EQUIPMENT


1.       Pangborn Blast System, Model No. ED 1846
2.       Paint Systems, including oven
3.       Monorail Systems
4.       Crane and Hoist System















                                      A-1

<PAGE>

                                    EXHIBIT B

                                  REAL PROPERTY


         That real property lying and being in the County of Dickey and State of
North Dakota, and described as follows, to-wit:

         All of Lots 1, 5, 6 and 7, Oakes  Industrial  Park Addition to the City
         of Oakes, North Dakota.



























                                      B-1