LEASE

         THIS LEASE is made as of March 1, 1999 between  PARK STREET  INDUSTRIAL
LLC, a Wisconsin limited liability company  ("Landlord") and TRAK INTERNATIONAL,
INC., a Delaware corporation ("Tenant").

                                   DATA SHEET

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

         (1) "Facility":  Approximately 269,400 square foot office/manufacturing
facility located at 215 South Park Street, Port Washington, Wisconsin consisting
of the Buildings and the Land legally described in Exhibit A, as may be adjusted
from time to time.

         (2) "Land": The real property, legally described in Exhibit A, on which
the  Buildings  are situated  consisting  of an  approximately  ten and one-half
(10.5) acre parcel as depicted on Exhibit A-1 and an  additional  seven (7) acre
parcel  to  the  south  of  the  Facility  as  depicted  on  Exhibit  A-2 as the
"Additional Parcel".

         (3)  "Buildings":  The  approximately  269,400  rentable square feet of
buildings  situated  on the Land,  as  depicted on Exhibit B, as may be adjusted
from time to time.

         (4) "New Building":  The approximately 40,880 square foot manufacturing
facility to be built on the area  depicted  on Exhibit B-1 as the "New  Building
Location Area", all in accordance with the Work Letter attached as Exhibit D.

         (5)  "Premises":  The area  outlined on the Floor Plan of the Buildings
attached as Exhibit B. For purposes of this Lease,  the Premises shall be deemed
to  contain  182,400  rentable  square  feet of space  (177,700  square  feet of
manufacturing  space and 4,700 square feet of office space).  The Premises shall
initially consist of buildings 1, 2, 3, 3A, 3B, 4, 4A, 5, 8, 8A, 8B, 13, 14, 15,
16A and 22 (the "Temporary Space"), buildings 17 and 25 ("Office Buildings") and
buildings  21, 23 and 24 (the "Base  Buildings"),  all as depicted on Exhibit B.
Upon  completion  of the New  Building as set forth below,  the  Premises  shall
consist of the New Building, the Office Buildings and the Base Buildings.

         (6) "Commencement Date": April 1, 1999 or such earlier or later date as
provided in Section 2.2.

         (7) "Expiration  Date":  March 31, 2009,  unless otherwise  extended or
terminated as provided in this Lease.

         (8)  "Term":  Ten (10)  years  from the  Commencement  Date,  as may be
extended or  terminated  as provided  in this Lease.  Tenant  shall have two (2)
options  to extend  the Term for five (5) years each  following  the  Expiration
Date.

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

         (10)  "Base  Rent":  Base  Rent  shall  be  payable  in  equal  monthly
installments  commencing  on April 1, 1999 and on the  first  day of each  month
thereafter (calculated as follows: $2.50 per square foot of rentable square feet
of Base Buildings; $7.00 per rentable square foot of Office Buildings; $2.00 per
rentable  square feet of Temporary  Space;  and upon delivery and  acceptance by
Tenant,  $4.00 per square foot of  rentable  square  feet of New  Building,  and
demolition  charges  and  

                                       -1-

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construction  adjustments),  all as set  forth  in the
attached Exhibit F. Base Rent shall be adjusted as provided in this Lease.

         (11)     "Tenant's Percentage": 69%.

         (12)     "Security Deposit":  $0.

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

Landlord:                                   Tenant:

Park Street Industrial LLC                  Trak International, Inc.
c/o Paul Weise Real Estate Corp.            d/b/a Sky Trak International
342 North Water Street, Suite 200           369 West Western Avenue
Milwaukee, Wisconsin 53202                  Port Washington, Wisconsin 53074

Article 1.   PREMISES

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

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

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

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

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

         1.6 Facility Systems.  Landlord may install, use, maintain,  repair and
replace pipes, cables,  conduits,  plumbing,  vents and telephone,  electric and
other  wires  and other  items in the  Premises  to the  extent  Landlord  deems
appropriate for the proper operation and maintenance of the Facility.  Except in
the case of an  emergency,  

                                      -2-

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Landlord  shall give Tenant at least 24 hours prior notice to the  installation,
maintenance,  repair or replacement of facility systems pursuant to this Section
1.6 and  Landlord  shall use its best  efforts  to  complete  such work  without
material interruption of Tenant's operations.

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

         1.8  Landlord's  Access.  Landlord shall have access to the Premises at
all reasonable times on 24 hours prior notice,  and at any time in an emergency,
for inspection,  showing for lease or sale,  performing  maintenance and repairs
and for all other purposes contemplated elsewhere in this Lease.

Article 2.   TERM

         2.1 Commencement  Date. The Term shall begin on the  Commencement  Date
specified in the Data Sheet. This Lease shall be null and void if Landlord fails
to  purchase  the  Premises  and  Land and  obtain  all  necessary  governmental
approvals of the Permitted Uses on or before April 1, 1999.

         2.2 Delayed or Early Possession.

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

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

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

         2.4 Options to Extend.  Tenant shall have two (2) options to extend the
Term for a period of five (5) years each.  Tenant shall  exercise its options to
extend by providing  Landlord with written  notice at least six (6) months prior
to the expiration of the then current Term.  The Term, if extended,  shall be on
the same  terms  and  conditions  set  forth  in this  Lease,  including  annual
adjustment to Base Rent and Additional Rent.

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

Article 3.    USE

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

                                       -3-

<PAGE>

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

         3.3 Compliance  with Law, Etc.  Tenant shall not commit at the Facility
or  permit  on  the  Premises  any  (a)  violation  of law  (including,  without
limitation,  the Americans With  Disabilities Act) or private  restriction;  (b)
public or private  nuisance;  (c) act or condition  in the  Premises  that would
invalidate  or conflict  with any insurance  policy  covering the Facility,  the
Premises or property in either or make insurance  unavailable or more expensive;
(d) waste;  or (e) other act or thing that could  injure the  reputation  of the
Facility or disturb any other occupant of the Facility.

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

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

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

Article 4.   BASE RENT

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

         4.2 Base Rent Adjustment.  Commencing on April 1, 2002 and the same day
each year  thereafter  (each an "Adjustment  Date"),  including any extension of
time, Base Rent shall be adjusted to be an annual amount equal to the greater of
(a) Base Rent payable by Tenant  immediately  preceding the Adjustment Date, and
(b) Base Rent plus the CPI Adjustment (as defined below).  The "CPI  Adjustment"
means the amount  determined  by  multiplying  the figure  being  adjusted  by a
fraction,  (a) the  numerator of which is the  difference  between (1) the Index
(defined  below)  as of the date of the  adjustment  and (b) the Index as of the
date of this Lease; and (b) the denominator of which is the Index as of the date
of this Lease.  The "Index" is the  Consumer  Price  Index,  United  States City
Average,  All Urban Consumers and All Items  (19821984 = 100),  published by the
Bureau of Labor  Statistics of the United States  Department of Labor,  provided
that Landlord shall have the right to choose a reasonably  comparable substitute
index if this Index ceases to be available or undergoes a material change in its
method of computation. Notwithstanding the foregoing, the Base Rent shall not be
increased  more than ten  percent  (10%) in any one year  during the Term or any
extension thereof.

                                       -4-

<PAGE>

Article 5.    ADDITIONAL RENT

         5.1  Definition of "Taxes".

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

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

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

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

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

                  (b)      Notwithstanding the foregoing definition,

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

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

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

         5.2      Definition of "Operating Expenses".

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

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

                           (2)      Costs of services,  supplies  and  materials
                                    incurred in  connection  with and  cleaning,
                                    maintenance,      repairs,     redecorating,
                                    utilities  and other  services  provided  by

                                       -5-

<PAGE>

                                    Landlord under this Lease, to the extent not
                                    separately   charged  to  occupants  of  the
                                    Facility,  excluding Tenant  Improvements to
                                    be completed by Landlord under this Lease.

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

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

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

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

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

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

                           (1)      Taxes, as defined above.

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

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

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

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

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

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

                           (8)      Reserves for future expenses.

                           (9)      Bad debt expenses or reserves.


                                      -6-

<PAGE>

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

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

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

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

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

         5.4 Estimate.  Before the Commencement Date and during December of each
year during the Term or as soon  afterward  as is  practicable,  Landlord  shall
notify Tenant of Landlord's  estimate of the Additional Rent payable to Landlord
under this Article during the first year and for the following year of the Term,
respectively. On or before the first day of each month after each notice, Tenant
shall pay to Landlord 1/12th of the estimated  Additional Rent for that year. If
notice is not given when required,  Tenant shall continue to pay on the basis of
the prior  estimate  until  the first day of the month  after the month in which
notice is given,  at which  time  Tenant  shall pay any  shortage,  or receive a
credit for any overage,  arising  from the  payments  that should have been made
according to the new  estimate.  If at any time it appears to Landlord  that the
Additional Rent payable for the current year will vary from Landlord's estimate,
Landlord shall notify Tenant of Landlord's  revised  estimate for that year, and
Tenant's  subsequent  payments  during  that year shall be based on the  revised
estimate.  Landlord estimates  Additional Rent for the initial year of the Lease
at less than $1.00 per square foot.

         5.5      Annual Adjustment.

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

                  (b) Tenant  may,  by notice to  Landlord  within 30 days after
Landlord's  notice of Additional Rent,  require an audit of Landlord's books and
records  relating to Additional Rent for the preceding  calendar year.  Landlord
shall have the option of either  providing  Tenant with an audit  prepared by an
independent  certified public accountant or allowing Tenant access to Landlord's
books and records for purposes of performing the audit.  If the audit  indicates
Landlord has overstated  Additional Rent by more than 5%, Landlord shall pay the
cost of the audit.  Otherwise,  Tenant shall pay the cost of the audit, provided
that if more than one occupant of the Facility has requested an audit,  the cost
shall be divided  among Tenant and the other  occupants in  proportion  to their
Percentage Interests.

                                       -7-

<PAGE>

         5.6      Other Adjustments.

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

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

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

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

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

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

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

Article 6.   INSURANCE, RELEASES, AND INDEMNIFICATIONS

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

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

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

                                       -8-

<PAGE>

its subtenants, and in the case of Landlord, its lessees (other than Tenant) and
their subtenants.

         6.2 Landlord's Insurance.

                  (a) Landlord  shall keep the Facility  insured for  Landlord's
own benefit in an amount equal to the Facility's  replacement  value  (excluding
deductibles,  coinsurance and foundation,  grading and excavation costs) against
loss or  damage  by fire,  windstorms,  hail,  explosion,  vandalism,  malicious
mischief,  civil commotion and such other risks and coverages,  including rental
interruption  insurance,  as are now or may in the future be customarily covered
with respect to buildings  and  improvements  similar in  construction,  general
location, use, occupancy and design to the Facility ("Comparable Properties").

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

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

         6.3 Tenant's Insurance.

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

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

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

         6.4      Releases.

                  (a) Insurance policies maintained pursuant to this Article for
loss or damage by fire or other risks shall  permit  releases  of  liability  as
provided  below and

                                      -9-

<PAGE>

include  waiver of subrogation  clauses as to Tenant and Landlord  respectively.
Landlord and Tenant waive and release and  discharge  each other from all claims
or  demands  arising  out of damage to  destruction  or loss of use of  property
caused by fire or other casualty arising due to any act or omission of the other
or its Users and agree to look only to their respective  insurance  coverages in
the event of such a loss.  Notwithstanding the foregoing releases, if any damage
to the Facility  results from any act or omission of Tenant or its Users and any
of Landlord's  loss is  deductible,  Tenant shall pay to Landlord the deductible
amount  (not to exceed  $5,000  per  event).  This  paragraph  shall not  affect
Tenant's repair obligations under other provisions of this Lease.

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

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

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

         6.5      Indemnifications.

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

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

                                      -10-

<PAGE>

claim) arising from any (1) default by Landlord under this Lease,  (2) condition
inconsistent  with any  representation  or warranty made by Landlord  under this
Lease, except to the extent caused by Tenant or its Users, (3) act or negligence
by  Landlord  or its Users,  or (4)  accident,  injury or damage in or about the
Facility  to the  extent  caused  by  Landlord  or its  Users.  If an  action or
proceeding is brought against Tenant or any of its  Indemnitees  with respect to
such a claim, Landlord, on notice from Tenant, shall resist or defend the action
or proceeding by counsel reasonably satisfactory to Tenant.

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

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

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

Article 7.   HAZARDOUS MATERIALS

         7.1 Definitions. For purposes of this Lease:

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

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

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

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

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

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

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

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

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

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

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

                                      -11-
<PAGE>

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

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

         7.4  Representation  by  Landlord.  Except as  disclosed in the Phase I
Environmental  Site  Assessment  dated January 12, 1999 and prepared by Northern
Environmental and the Soil and Ground-Water  Sampling Results dated February 19,
1999  and  prepared  by  Northern  Environmental,  Landlord  represents  that to
Landlord's knowledge,  the Premises and the Facility are free from contamination
by  Hazardous  Materials.  Landlord  shall  not cause or  permit  any  Hazardous
Material  to be brought  on,  kept,  stored or used in or about the  Facility in
violation of any  Environmental  Laws.  Landlord shall indemnify and hold Tenant
harmless from and against any and all claims, actions, damages,  liabilities and
costs (including reasonable attorneys' fees,  disbursements,  costs and expenses
of  investigation)  incurred by Tenant or its agents  arising out of or from the
contamination by Hazardous Materials of the Premises or Facility or violation of
Environmental  Laws  which  occurred  prior  to the  date  of  Tenant's  initial
occupancy of the Facility,  except to the extent such contamination or violation
was caused by Tenant or its agents.

Article 8.    MAINTENANCE AND REPAIRS

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

         8.2  Premises.  Tenant  shall  at its  expense  keep the  Premises  and
Tenant's signage (if any) in as good order, condition and repair as existed when
the Tenant Improvements were completed, reasonable wear and tear and damage from
casualties   

                                      -12-

<PAGE>

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

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

Article 9.    IMPROVEMENTS AND ALTERATIONS

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

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

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

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

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

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

         9.7 Removal of Improvements. Landlord, by notice to Tenant, may require
Tenant to remove at Tenant's expense (1) at any time, any  improvements  made by
Tenant in the Premises and not included in Tenant's Improvements or consented to
by  Landlord  pursuant  to this  Article;  (2) on  termination  of this Lease or
Tenant's right of possession,  any improvements made by Landlord or Tenant whose
removal is necessary to permit releasing;  and (3) in either case, to repair any
damage caused by installation or 

                                      -13-

<PAGE>

removal;  provided,  however,  Tenant may remove only those items  specified  in
Landlord's notice and any items that are Tenant's property.

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

Article 10.   ASSIGNMENT AND SUBLETTING

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

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

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

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

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

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

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

                                      -14-

<PAGE>

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

Article 11.   DAMAGE

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

         11.2     Termination.

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

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

                  (c) To terminate  the Lease under this  Section,  a party must
notify the other  party  within 30 days after  discovery  of the event  allowing
termination and before the damage is repaired,  specifying a termination date at
least 30 but not more than 60 days after the notice date.

Article 12.       EMINENT DOMAIN

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

         12.2     Termination.

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

                  (b) If any  part of the  Facility  is  permanently  taken  and
Landlord elects to restore the Facility in a manner that  materially  alters the
Premises, Landlord or Tenant may terminate this Lease. If sufficient portions of
the Facility are permanently  taken so as to materially  interfere with Tenant's
use of the Premises for  Permitted  Uses,  Tenant may terminate  this Lease.  To
terminate  the Lease under this  Paragraph,  a party must notify the other party
within  30  days  after  the  date  title

                                      -15-

<PAGE>

vests in the condemning  authority,  specifying the termination date at least 30
but not more than 60 days after the notice date.

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

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

Article 13.   MORTGAGEES AND PURCHASERS

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

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

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

                                      -16-

<PAGE>

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

Article 14.   ADDITIONAL OBLIGATIONS OF LANDLORD

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

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

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

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

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

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

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

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

         14.4  Construction  of New Building.  Landlord shall  construct the New
Building in accordance with the Work Letter attached as Exhibit D.

Article 15.    RIGHTS RESERVED TO LANDLORD

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

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

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

                                      -17-

<PAGE>

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

Article 16.       SURRENDER OF PREMISES

         16.1     Condition of Premises.

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

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

                  (c) On the Expiration  Date or on earlier  termination of this
Lease, Tenant shall peaceably  surrender the Premises in good order,  reasonable
wear and tear  excepted,  and in a condition  consistent  with  Tenant's  repair
obligations  under this Lease,  and shall  surrender at the place then fixed for
payment  of Rent  all  keys  for the  Premises  and  shall  inform  Landlord  of
combinations of any vaults, locks and safes left at the Premises.

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

         16.2     Holdover.

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

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

                                      -18-

<PAGE>

Article 17.       DEFAULT AND REMEDIES

         17.1    Default By Tenant.

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -19-

<PAGE>


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

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

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

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

         17.2     Default by Landlord.

                  (a) If Landlord fails to perform any of Landlord's obligations
under this Lease and  nonperformance  continues  for 30 days after  notice  from
Tenant, Landlord shall be in default, and Tenant may (but shall not be required)
to cure the default.  If Tenant  exercises this right,  Landlord shall reimburse
Tenant on demand for reasonable  costs incurred by Tenant in curing the default.
This right shall be in addition to any other right or remedy  Tenant has by law,
except the right to terminate this Lease, which Tenant waives.

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

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

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

         17.5 Forbearance. A party's failure to insist on the strict performance
of any of the other's  obligations  under this Lease,  or to exercise any option
under  this  Lease,  shall not be deemed  to be a waiver  of the  obligation  or
option,  regardless,  with

                                      -20-

<PAGE>

respect to Landlord, of Landlord's knowledge of the preceding breach at the time
of acceptance of Rent.

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

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

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

         18.1 Option to Purchase. Commencing on April 1, 2005 and upon providing
Landlord written notice, Tenant shall have the following options to purchase:

                  (a) Tenant  shall have the option to purchase  the real estate
and  buildings  described  and  depicted  on  Exhibit E and  Exhibit  E-1 as the
"Partial Option Area" (which  includes the New Building and the  approximately 2
most northern acres of the  Additional  Parcel) at a purchase price equal to the
average net  operating  income for the Partial  Option Area over the term of the
Lease divided by a capitalization rate of 10.75%; or

                  (b)  Tenant  shall  have the  option to  purchase  the  entire
Facility  (including the New Building and the  Additional  Parcel) at a purchase
price equal to the average net operating income for the entire Facility over the
term of the Lease divided by a capitalization rate of 10.00%.

         18.2 Right of First Refusal to Lease.  Upon  completion and delivery to
Tenant of the New Building and/or Tenant's surrender of the Temporary Space, and
except  during the last year of the Term,  as may be extended from time to time,
provided  Tenant is not in  default  and this Lease is in full  force,  whenever
Landlord receives a bona fide offer to lease the Temporary Space, Landlord shall
offer to lease the Temporary Space to Tenant at the rental rate contained in the
bona fide  offer to lease and  otherwise  on the  terms and  conditions  of this
Lease.  Tenant  shall have 10 business  days from receipt of  Landlord's  notice
(which  shall  contain a copy of the bona fide offer to lease)  within  which to
notify Landlord of its acceptance of the offer to lease.

         18.3     Other Terms and Conditions.

                  (a) Landlord  shall convey the Partial  Option Area and/or the
Facility  including the  Additional  Parcel,  as  applicable,  by Warranty Deed,
excepting  from the warranty of title only  municipal and zoning  ordinances and
agreements  entered  under them,  recorded  easements  for the  distribution  of
utilities and municipal  services,  recorded  building and use  restrictions and
covenants, general taxes levied in the year 

                                      -21-

<PAGE>

of closing,  installments of special  assessments due after the date of closing,
rights of parties  in  possession  of any part of the  applicable  real  estate,
matters that would be disclosed by a survey of the Facility and matters that are
Tenant's responsibility under this Lease ("Permitted Encumbrances").

                  (b) Except for  compliance  with  Landlord's  maintenance  and
repair  obligations under this Lease (if any),  Landlord shall be deemed to have
made no warranties or representations  with respect to the physical condition of
the Partial Option Area and/or the Facility,  as applicable,  in connection with
the  conveyance.  Tenant shall have 45 days from the date Tenant  exercises  its
option to purchase the Facility  pursuant to Subsection  18.1(b) to conduct such
physical  inspections  of that  portion of the  Facility not leased by Tenant to
evaluate the physical condition of such applicable real estate and improvements.
Landlord shall provide  reasonable  access or obtain  necessary  permissions for
reasonable  access by Tenant to the Facility for purposes of inspection.  Except
for claims relating to or arising out of Landlord's  failure to provide required
access,  Tenant shall indemnify and hold Landlord  harmless from and against any
and all claims,  demands,  liabilities,  damages,  costs of expenses (including,
without  limitation,  reasonable  attorneys' fees) arising out of or relating to
Tenant's inspection of the Facility pursuant to this Subsection 18.3(b).  Tenant
may,  within such 45 day  period,  terminate  its  obligation  to  purchase  the
Facility by  providing  Landlord  with  written  notice of its  objection to the
physical   condition  of  the  applicable   portion  of  the  Facility.   Tenant
acknowledges that Landlord would not have agreed to the purchase price set forth
above except in connection  with an "as is" sale, and that its rights under this
Lease shall provide sufficient  opportunity to examine the physical condition of
the Premises.

                  (c)  Closing of the  conveyance  of the Option Area and/or the
Facility  shall  occur no  earlier  than 180 days or later  than 270 days  after
Tenant  notifies  Landlord of its intention to exercise its option or accept the
offer,  whichever  is  applicable.  In addition to the Warranty  Deed  described
above, Landlord shall execute any and all documents necessary to record the Deed
and such documents as may be necessary to cause Tenant's title insurance company
to insure against matters that are not Permitted Encumbrances, including matters
covered by "gap"  title  insurance.  To the extent  they do not accrue to Tenant
under this Lease, all income and expenses in connection with the applicable real
estate and improvements shall be prorated as of the closing date. Landlord shall
pay the real estate  transfer  fee on the  conveyance,  any and all  obligations
resulting in  encumbrances  on title that are not  Permitted  Encumbrances,  all
title  insurance  charges  and the  recording  and filing  fees for  instruments
eliminating  any and all such  encumbrances.  Except as otherwise may be agreed,
Tenant shall pay the recording  fees for the Deed and all costs of any other due
diligence performed by Tenant (including the costs of any survey, inspection, or
environmental assessment).

Article 19.       MISCELLANEOUS PROVISIONS

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

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

         19.3     Interpretation.

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

                                      -22-

<PAGE>

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

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

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

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

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

         19.5     Dates; Force Majeure.

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

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

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

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

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

         19.8 Brokers.  Each party  warrants that it has not engaged any broker,
finder or other person (except as previously  disclosed in writing,  if any) who
would be  entitled  to any  commission  or fees in respect  of the  negotiation,
execution or delivery of this Lease. Each party shall be solely  responsible for
compensating  its own broker (if any),  and shall defend and indemnify the other
against any claims, expenses or 

                                      -23-

<PAGE>

liabilities  incurred by the other as a result of any brokerage  arrangements or
agreements made or alleged to have been made by or on behalf of the indemnifying
party.

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

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

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

               (a)      Exhibit A:         Legal Description of Land
                        Exhibit A-1:       Depiction of 10.5 Acre Parcel
                        Exhibit A-2:       Depiction of Additional Parcel

               (b)      Exhibit B:         Site Plan of Premises
                        Exhibit B-1:       New Building Location

               (c)      Exhibit C:         Description of Tenant Improvements

               (d)      Exhibit D:         Work Letter for New Building

               (e)      Exhibit E:         Description of Partial Option Area

               (f)      Exhibit F:         Rent Schedule

                                      -24-

<PAGE>

LANDLORD:                               TENANT:

PARK STREET INDUSTRIAL LLC              TRAK INTERNATIONAL, INC. d/b/a SKY TRAK
                                        INTERNATIONAL


By:  Paul Weise Real Estate Corp.,      By: /s/ Curtis J. Laetz
     Manager                               ----------------------------------
                                           Curtis J. Laetz
                                           Vice President and Secretary
     By: /s/ Paul Weise
        --------------------------         Attest: /s/ Michelle Larson
        Paul C. Weise, President                  --------------------------








                                      -27-