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                                                                 EXHIBIT 10.36

                                 LEASE AGREEMENT

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<S>         <C>                                         <C>
Building:   WISPARK Distribution Center at Shakopee

Landlord:   WISPARK Corporation
            Address:                                    860 Blue Gentian Road, Ste. 175
                                                        Eagan, MN  55121
Tenant:     Streamline.com, Inc.

            Address for notices
            prior to Commencement Date:                 Streamline.com, Inc.
                                                        27 Dartmouth Street
                                                        Westwood, MA 02090
                                                        Attention:  Real Estate Department
            Address for notices
            after Commencement Date:                    Streamline.com, Inc.
                                                        WISPARK Distribution Center at Shakopee
                                                        4241 12th Ave. E.
                                                        Shakopee, MN 55379
                                                        Attention:  Real Estate Department
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THIS LEASE AGREEMENT (this "Lease") is made as of this 25th day of March, 2000,
by and between WISPARK CORPORATION, a Wisconsin corporation ("Landlord"), and
STREAMLINE.COM, INC., a Massachusetts corporation ("Tenant").

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<S>      <C>
1.0      BASIC TERMS
         The following terms shall have the meaning set forth in this Section
         unless specifically modified by other provisions of this Lease:

         1.1      PROJECT: The land, building (as described in Section 1.2
                  below), and all associated parking areas, drive areas, exits,
                  entrances, improvements and appurtenances, as shown on
                  attached Exhibit A.

         1.2      BUILDING: The building in which the Premises are located, and
                  whose address is 4241 12th Avenue East, Shakopee, Minnesota.
                  Under this lease the Building is commercially known as the
                  WISPARK Distribution Center at Shakopee, and contains 161,995
                  rentable square feet.

         1.3      PREMISES: Landlord hereby demises and leases to Tenant, and
                  Tenant hereby accepts and leases from Landlord 107,953
                  rentable square feet ("RSF") in the Building identified on
                  Exhibit A, including the area specifically marked from column
                  lines 1 through 11 on said Exhibit A and attached hereto and
                  incorporated herein by reference, and all rights appurtenant
                  thereto and owned by Landlord.

         1.4      LEASE TERM: One hundred twenty (120) months, commencing on the
                  Commencement Date and terminating on the Termination Date,
                  provided that if the Commencement Date is not the first day of
                  a calendar month, the Lease Term shall end One hundred twenty

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                  (120) months from the last day of the calendar month in which
                  the Commencement Date occurs.

         1.5      COMMENCEMENT DATE: Shall have the meaning set forth in Section
                  4 below.

         1.6      TERMINATION DATE: 120 months after the Commencement Date,
                  subject to adjustment as set forth in Section 4 below.

         1.7      MONTHLY RENT PAYMENT SCHEDULE:  See Exhibit C attached hereto.

         1.8      TENANT'S PROPORTIONATE SHARE: "Tenant's Proportionate Share"
                  as used in this lease shall mean a fraction, the numerator of
                  which is the rentable square footage ("RSF") of the Premises
                  and the denominator of which is the rentable square footage of
                  the Building in each case as determined by Landlord. For the
                  purposes hereof, the numerator is 107,953 RSF and the
                  denominator is 161,995 RSF and Tenant's proportionate share is
                  66.64%. All measurements of the Building and Premises shall be
                  done in accordance with BOMA standards.

         1.9      PERMITTED USE: Light manufacturing, warehouse, office, and all
                  other ancillary uses as approved by the City of Shakopee,
                  Minnesota.

         1.10     SECURITY DEPOSIT:  INTENTIONALLY OMITTED

         1.11     EXHIBITS: A - Description of the Project Building and Premises
                            B - Project Schedule
                            C - Monthly Rent Payment Schedules
                            D - Work Letter
                            E - Project Architectural Drawings
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2.0      DEMISE OF PREMISES
         Landlord hereby lets and demises to Tenant and Tenant hereby rents from
         Landlord the Premises, subject to the terms and conditions set forth
         below. The Premises are more particularly described in Exhibit A
         attached hereto.

3.0      CONSTRUCTION
         Landlord will construct Tenant improvements ("Tenant Improvements") as
         described on Exhibit D, including approximately 6,000 square feet of
         office space and 101,953 square feet of warehouse space, in accordance
         with Exhibit D attached hereto. Landlord will provide Six Hundred
         Eighty-nine Thousand Seven Hundred Sixty-five Dollars ($689,765) for
         the construction of the improvements as set forth on Exhibit D.
         Additionally, Landlord will pay the architectural and engineering fees
         to prepare the Tenant Improvement drawings. At Landlord's discretion,
         and after written request from Tenant, additional finished office
         space, or other improvements in addition to those contained in Exhibits
         E and D will either be 1.) paid by Tenant or 2.) amortized over the
         term of the lease. Tenant shall have the option to pay for any
         additional improvements, subject to Landlord's approval of such
         improvements

4.0      TERM

         a.)   The initial term of this Lease (the "Lease Term") shall be for a
               period of One hundred twenty (120) months, commencing on the
               Commencement Date (as hereinafter defined)

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               and ending at 11:59 p.m. of the day immediately preceding the one
               hundred twentieth month anniversary of the Commencement Date
               thereafter; provided, however, that if the Lease Commencement
               Date is other than the first day of a calendar month, the term
               shall end at 11:59 p.m. on the last day of the calendar month
               containing the one hundred twentieth month anniversary of the
               Commencement Date, unless sooner terminated as hereinafter
               provided. The date on which the Lease Term ends shall be referred
               to as the "Termination Date."

         b.)   The "Commencement Date" shall be the date when the Premises are
               available for the operation of Tenant's business after
               Substantial Completion provided, however, that the Commencement
               Date shall not be earlier than July 31, 2000. The Premises shall
               be deemed Substantially Complete upon the occurrence of the
               following: (x.) the time when the Premises (including the Tenant
               Improvements) are in fact substantially complete as determined by
               the project architect in accordance with the contract for
               construction thereof and evidenced by the issuance of an
               Architect's Certificate and (y.) the time of issuance of a
               Certificate of Occupancy by the City of Shakopee, Minnesota. In
               no event will incomplete landscaping or a punchlist of minor
               items not exceeding $50,000 in the aggregate to be completed be a
               cause for deeming the Project not Substantially Complete,
               provided that the Project and all parking areas, driveways and
               loading areas on the Project necessary for Tenant to conduct its
               business are Substantially Complete. Landlord will be responsible
               for obtaining the Certificate of Occupancy for the Premises.
               Tenant shall be permitted access to the Premises for fixturing
               and set-up beginning May 1, 2000. Tenant shall provide proof of
               insurance and be liable for all damage that results from such
               fixturing and set-up. Tenant shall also be liable for any delays
               to Landlord's work as a result of any fixturing and set-up work
               performed by Tenant or Tenant's contractor(s). Occupancy of the
               Premises for the purpose of fixturing or installing Tenant's
               furniture and equipment and otherwise making the Premises ready
               for the conduct of Tenant's business shall not be deemed to be
               "taking occupancy" for the purposes of establishing the
               Commencement Date in this Lease.

         c.)   On the Commencement Date, the parties shall enter into a
               supplement to this Lease confirming that the Premises are
               Substantially Complete, specifying the amount of the rental
               hereunder if different from that contained on Exhibit C, and
               specifying the Commencement Date and Termination Date of the
               Lease Term.

         d.)   Landlord agrees to construct the premises in accordance with the
               schedule attached as Exhibit B. In the event the Landlord fails
               to Substantially Complete the Premises by July 15, 2000, Landlord
               shall provide Tenant with a rent credit equal to the amount of
               rent which would have been due under this Lease for each day that
               Landlord is late in its delivery. In the event that Landlord
               fails to Substantially Complete the Premises by November 1, 2000,
               Tenant shall have the right to terminate this Lease.

5.0      USE
         During the entire Lease Term, the Premises shall be leased, used and
         occupied by Tenant for a manufacturing, office, and
         warehouse/distribution facility in accordance with all applicable
         governmental laws and regulations. Tenant shall not use the Premises in
         a manner that would constitute a public or private nuisance or
         constitute waste.

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6.0      RENT
         a.)   As for rental of the Premises during the Lease Term, Tenant shall
               pay the following amounts (all of which collectively, together
               with other amounts due under this Lease shall be referred to
               herein as the "Rent"), and the obligation to pay such amounts
               shall survive the expiration or termination of this Lease.

                    (i.)   Base Rent, as defined in Exhibit C attached hereto,
                           is payable to Landlord at the address set forth below
                           for the giving of notices. Base Rent is due in equal
                           monthly installments paid in advance, on or before
                           the first day of each month of the Lease Term,
                           without set-off, counterclaim or deduction of any
                           type and without demand or presentment therefor being
                           made, and in lawful money of the United States. In
                           the event the Lease Term commences on a day other
                           than the first day of a month, Base Rent for the
                           partial month shall be prorated based on the actual
                           number of days of the Term during such month and paid
                           in advance. The parties hereto agree that, except as
                           otherwise set forth in this Lease, the Base Rent
                           payable under the terms of this Lease shall be an
                           absolute net return to the Landlord for the Lease
                           Term free from any expense, charge, deduction, offset
                           or counterclaim by reason of any obligation of
                           Landlord or any other reason and all of the
                           provisions of this Lease shall be construed an
                           interpreted to such end.

                    (ii.)  Except as set forth in this Lease, Tenant shall pay
                           as additional rent, Tenant's Proportionate Share of
                           all of the costs, expenses, and obligations of
                           operating and maintaining the Project which may arise
                           or become due during the Lease Term (as further
                           described in this Lease), including, but not limited
                           to, all utilities, heat, Insurance, Taxes and
                           Assessments, management fees, Operating Charges, and
                           all of the costs and expenses of maintenance, repair,
                           replacement and care of the Premises.

         b.)   In the event that Tenant does not pay any Base Rent within five
               (5) days after the due date, Tenant shall pay to Landlord as
               additional Rent interest thereon until paid at the rate of three
               percentage points in excess of the prime rate of interest as
               announced by the WALL STREET JOURNAL (the "Applicable Rate") for
               the day when such Base Rent was due.

         c.)   In the event that Tenant does not pay any other item of
               additional rent within five (5) days after the due date, Landlord
               shall have the option, but not the obligation, to pay for any
               such item, whereupon Tenant shall owe Landlord such amount paid
               by Landlord plus interest upon the unpaid amount from the date of
               payment by Landlord until repayment by Tenant at the Applicable
               Rate for the date when such item was due, which amount shall be
               paid by Tenant as additional rent immediately upon receipt of an
               invoice therefor from Landlord.

         d.)   Notwithstanding the foregoing in Sections (b.) and (c.) above,
               Landlord shall provide five (5) days prior written notice to
               Tenant twice in any given calendar year before the late fee
               herein is charged to Tenant. No such notice shall be required for
               subsequent late payments in the same calendar year.

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7.0      OPERATING CHARGES
         a.)   Tenant shall pay to Landlord, as additional rent, Tenant's
               Proportionate Share of Operating Charges as defined below.
               Estimated amounts of such Operating Charges shall be paid in
               monthly installments in advance on the first day of each month
               during the term. The initial estimated payment of Tenant's
               Proportionate Share of Operating Charges is set forth in Exhibit
               C of this Lease. From time to time during the Term, Landlord may
               notify Tenant in writing of any adjustments to the monthly
               installments to be paid by Tenant hereunder and thereafter as is
               reasonably practicable, Landlord shall notify Tenant of the
               actual Operating Charges for such calendar year and provide
               Tenant a statement thereof in reasonable detail. Within thirty
               (30) days after such notice, Tenant shall pay to Landlord or
               Landlord shall credit against the obligations of Tenant, or pay
               to Tenant (if in last year of Term) as the case may be, the
               difference between the estimated payments made by Tenant during
               the prior calendar year and the actual amount of the Tenant's
               Proportionate Share of the Operating Charges as shown on such
               statement. Tenant's Proportionate Share of the Operating Charges
               for the years in which the Term commences and ends shall be
               prorated based on the number of days of the Term during such
               years. Tenant's obligation for the Tenant's Proportionate Share
               of Operating Charges through the Termination Date shall survive
               termination.

         b.)   "Operating Charges" as used herein shall mean all sums expended
               or obligations incurred by Landlord with respect to the Project,
               whether or not now foreseen, determined on an accrual basis,
               including, but not limited to, personal property taxes (but not
               including those described in Section 7.0e), assessments and/or
               charges under any owners association covenants; security
               services; salaries, fringe benefits and related costs of
               employees engaged on site in operation, maintenance or security
               or costs of contractors providing such services, including
               management fees not to exceed 3% of the sum of Base Rent,
               Operating Charges and all items of the additional rent for the
               Project; insurance covering liability, hazards, and casualties;
               license, permit and inspection fees; auditors' fees, accounting
               services and legal fees incurred in the maintenance and operation
               of the Project; materials and supplies, including charges for
               telephone, facsimile transmission, postage and supplies, which
               materials and supplies were used in or charges were incurred in
               maintenance and operation of the Project; repairs, maintenance,
               including but not limited to, landscaping, snow removal, parking
               lot sweeping, window washing, parking lot lighting and trash
               removal, including costs of materials, supplies, tools and
               equipment used in connection therewith, including leasing as
               appropriate; and including the repaving of parking areas,
               replanting of landscaped areas and maintaining building
               components; costs incurred in connection with the operation,
               maintenance, repair, replacing, inspection and servicing
               (including maintenance contracts) of electrical, plumbing,
               heating, air conditioning and mechanical equipment and the cost
               of materials, supplies, tools and equipment used in connection
               therewith, including leasing as appropriate; cost of services
               including heat, air conditioning, electricity, gas, water and
               sewer and other utilities; all other expenses and costs of every
               kind and nature necessary or desirable to be incurred for the
               purpose of operating and maintaining the Project, whether or not
               similar to the foregoing. Operating Charges shall not include (i)
               Landlord's cost of utilities or other services, if any,
               separately sold by Landlord to tenants or separately metered for
               the Premises, (ii) costs incurred by Landlord for any alterations
               for other tenants, (iii) depreciation of the Building and major
               components, (iv) special assessments to the extent such
               assessments can be paid in installments and such installments are
               not then due, and (v) debt service on indebtedness of Landlord.
               Replacements of the original components of the Building and
               Building's systems shall be included in Operating Charges;
               provided

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               that, if the cost of any single component is greater than
               $25,000.00, such cost shall be charged ratably over the useful
               life of the component as reasonably determined by generally
               accepted accounting standards.

         d.)   Landlord reserves the right to increase or decrease the size of
               the Project. If changes are made to this Lease or to the Project
               changing the number of rentable square feet contained in the
               Premises or in the Project, Tenant's Proportionate Share shall be
               appropriately adjusted and the computations of Tenant's
               Proportionate Share of Operating Charges shall be appropriately
               adjusted so as to take into account the different Tenant's
               Proportionate Share figures applicable during each portion of the
               applicable calendar year of the Lease.

         e.)   PERSONAL PROPERTY TAXES. Tenant agrees to timely pay when due all
               personal property taxes, whether assessed against Landlord to
               Tenant, on Tenant's furniture, equipment and other items of
               personal property owned by Tenant and located in or about the
               Premises.

         f.)   Tenant or its accountants shall have the right to inspect, at
               reasonable times and locations and in a reasonable manner, during
               the forty-five (45) day period following the delivery of
               Landlord's statement of operating expenses for a given calendar
               year, such of Landlord's books and records as pertain to and
               contain information concerning such costs and expenses in order
               to verify the amounts thereof. Unless Tenant takes written
               exception to any item within forty-five (45) days after the
               furnishing of the statement (which shall be noted on the item as
               "paid in protest"), such statement shall be considered as final
               and accepted by Tenant. If Tenant shall dispute any item or items
               included in the determination of Landlord's Operating Expenses
               for a given calendar year, and such dispute is not resolved by
               the parties hereto within sixty (60) days after the statement for
               such year was delivered to Tenant, then either party may, within
               thirty (30) days thereafter, request that a firm of certified
               public accountants render an opinion as to whether or not the
               disputed item or items may properly be included in the
               determination of Landlord's Operating Expenses of the Project for
               such year; and the opinion of such firm on the matter shall be
               conclusive and binding upon the parties hereto. The fees and
               expenses incurred in obtaining such an opinion shall be borne by
               Tenant unless Landlord's statement contains an error of greater
               than five percent (5%) of Landlord's Operating Expenses for the
               Project adversely affecting Tenant. If Tenant shall not dispute
               any item or items included in the determination of Landlord's
               Operating Expenses of the Project for a given calendar year
               within forty-five (45) days after the statement for such year was
               delivered to it, Tenant shall be deemed to have approved such
               statement.

         g.)   The following additional costs and expenses shall be excluded
               from Operating Charges:

               (i.)    Costs incurred in connection with the construction of the
                       original Building improvements.

               (ii.)   The cost of defects in the construction, design or
                       equipping of the Building which are wholly covered by a
                       warranty or guaranty then in effect from the contractor
                       or supplier responsible for such defect, so long as the
                       contractor or supplier honors said warranty or guaranty.

               (iii.)  Costs incurred in connection with the making of repairs
                       which are the obligation of another tenant in the
                       Building.

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               (iv.)   Costs or expenses (including fines, penalties and legal
                       fees) incurred due to the violation by Landlord, its
                       employees, agents and/or contractors, and tenant (other
                       than Tenant) or other occupant of the Building, of any
                       terms and conditions (other than by Tenant) of this Lease
                       or of the leases of other tenants in the Building, and/or
                       any valid, applicable laws, rules, regulations a codes of
                       any federal, state, county, municipal or other
                       governmental authority having jurisdiction over the
                       Property that would not have been incurred but for such
                       violation by Landlord, its employees, agents, and/or
                       contractors, it being intended that each party shall be
                       responsible for the costs resulting from its own
                       violation of such leases and laws, rules, regulations and
                       codes as same shall pertain to the Property.

               (v.)    Any other expense which, under generally accepted
                       accounting principles, consistently applied, would not be
                       considered to be a maintenance or operating expense of
                       the Building.

               (vi.)   Costs of environmental remediation or costs incurred to
                       comply with applicable environmental laws (unless such
                       release or noncompliance was due to activities of
                       Tenant).

8.0      TAXES, ASSESSMENTS, AND UTILITY CHARGES
         a.)   Tenant shall bear, pay and discharge as additional rent Tenant's
               Proportionate Share of (i.) taxes and assessments, general or
               special, and all water, sewer and other charges, taxes and
               assessments, of every kind or nature whatsoever which shall be
               charged, assessed, imposed or levied, or become a lien upon or on
               account of the Premises or any appurtenances thereof or personal
               property thereon, during the Lease Term (the "Taxes and
               Assessments"), whether imposed on Tenant or Landlord or against
               any right, title or interest of Landlord or Tenant or either of
               them, by virtue of or under any present or future law or
               requirement of any governmental or quasi-governmental body or
               authority, or pursuant to any recorded restrictions or covenants,
               and (ii) all other lawful charges for water, gas, electricity,
               light, power or other services or utilities ("Utility Charges")
               furnished to the common areas of the Project ("Common Areas" as
               defined in Section 9.0 of this Lease) or in connection with the
               use and occupancy thereof during the Lease Term. Taxes and
               Assessments during the first and last years of the Lease Term
               shall be prorated on a daily basis. Assessments shall be paid
               over the longest period permitted by law. During each month of
               the term of this Lease, Tenant shall make a monthly escrow
               deposit with Landlord equal to 1/12th of Tenant's Proportionate
               Share of the Taxes and Assessments on the Project which will be
               due and payable for that particular year. Tenant authorizes
               Landlord to use the funds deposited by him with Landlord under
               this Section 8.0 to pay the above items levied or assessed
               against the Project. Each Tax Escrow Payment shall be due and
               payable at the same time and in the same manner as the time and
               manner of the payment of Base Rent as provided herein. Landlord
               will establish an Initial Estimated Tax Escrow Payment (as
               depicted in Exhibit C of this Lease). This Initial Estimated Tax
               Escrow Payment is based upon the estimated Taxes and Assessments
               on the Premises for the year in question, and the monthly Tax
               Escrow Payment is subject to increase or decrease as determined
               by Landlord to reflect an accurate escrow of the estimated Taxes
               and Assessments. The Tax Escrow Payment account of Tenant shall
               be reconciled annually. If Tenant's total Tax Escrow Payments are
               less than the actual Taxes and Assessments on the Premises,
               Tenant shall pay to Landlord upon demand the difference; if the
               total Tax Escrow Payments by Tenant are more than the actual
               Taxes and Assessments on the Premises, Landlord shall retain such
               excess and credit it to Tenant's

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               Tax Escrow Payment account or paid to Tenant (if final year of
               Term). If requested by Landlord, Tenant shall provide
               satisfactory evidence of Tenant's discharge of any obligations
               provided by this Section that may be billed directly to Tenant.
               No interest shall accrue on any such escrow accounts. Tenant
               shall also be entitled to its proportionate share of any tax
               abatements received by Landlord attributed to the tax payments
               made during the Term that the Tenant is in occupancy of the
               Premises.

         b.)   Taxes and Assessments shall mean all real estate taxes and
               assessments, special or otherwise, levied or assessed upon or
               with respect to the land or improvements comprising the Premises
               or Rent or other sums payable hereunder. If, at any time during
               the Lease Term, a tax or excise on rents or income or other tax
               however described is levied or assessed by the United States or
               the State of Minnesota, or any political subdivision thereof, on
               account of the Rent hereunder or the interest of Landlord under
               this Lease, such tax or excise shall constitute and be included
               as a tax hereunder. Should the State of Minnesota or any
               political subdivision thereof, or any other governmental
               authority having jurisdiction over the Premises impose a tax,
               assessment, charge, or fee, which Landlord shall be required to
               pay, wholly or partially, in substitution for or as a supplement
               to such real estate taxes or levy against the land, or building,
               to the extent that the same is in substitution for or as a
               supplement to said real estate taxes, such taxes, assessments,
               fees or charges shall be deemed to constitute taxes hereunder.
               Notwithstanding the foregoing, taxes shall not include any tax on
               Landlord's income.

         c.)   In the event Landlord does not contest any real estate tax
               assessment for any calendar year during the Term of this Lease,
               then Tenant may, with Landlord's consent, contest in good faith
               and with reasonable diligence, such real estate tax assessment,
               provided Landlord shall not suffer any loss or damage as a result
               of such contest, no interest, penalties, or costs will be
               assessed against Landlord or the Project as a result of such
               contest, there shall be no sale or forfeiture of the Project or
               any part thereof or interest therein as a result of such contest,
               and such contest shall not cause any real estate tax payment to
               become delinquent. Notwithstanding Tenant's contest of such real
               estate tax assessment, Landlord may pay any real estate taxes or
               any portion thereof then unpaid, at any time.

         d.)   Throughout the Lease Term, Tenant shall provide and pay for
               adequate utilities in the Premises so as to protect the same from
               damage. In addition, Tenant shall pay all utility bills at the
               time the same become due or payable, and Tenant shall pay for any
               other goods or services incident to occupancy or use of the
               Premises during the Lease Term. Tenant shall pay its
               Proportionate Share of all charges for sewage disposal and water
               charges to the Project, and all charges for electricity, gas or
               other fuel or utility consumed on the Premises during the Lease
               Term.

         e.)   Landlord shall not be liable to Tenant should the furnishing of
               water, gas, electricity, heat or air conditioning, trash removal
               or any other service be interrupted because of repairs,
               installation of improvements or for any other cause not caused by
               Landlord. Notwithstanding the foregoing, should any service that
               is essential for Tenant's operation of the Premises be
               interrupted for more than five (5) business days, then Tenant
               shall be entitled to abate its Rent for the time period following
               said five (5) days until the services have been reestablished.

         f.)   Within thirty (30) days after a written request by Landlord,
               Tenant shall furnish Landlord with receipts showing the payment
               of items covered by this Section 8.

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9.0      COMMON AREAS
         Tenant and its employees, customers and invitees shall have the
         nonexclusive right to use, in common with Landlord and the other
         tenants and occupants of the Project and their respective employees,
         customers and invitees, the Common areas as may from time to time
         exist. Landlord shall at all times have full control, management and
         direction of the Common Areas. Tenant shall not cause or allow any
         storage of materials or equipment outside of the Premises on any of the
         Common Areas. Landlord reserves the right at any time and from time to
         time to reduce, increase, enclose or otherwise change the size, number,
         location, layout and nature of the Common Areas, to close portions of
         the Common Areas for maintenance, repair or replacement, to place signs
         in Common Areas and on the Building or in the Project, to change the
         name or address of the Project and to change the nature of the use of
         any portion of the Project, so long as there is no material impact to
         Tenant's operations, parking, and access.

10.0     REPAIRS AND MAINTENANCE
         Notwithstanding the foregoing and except to the extent necessitated by
         the gross negligence or willful misconduct of Tenant, its agents,
         contractors, invitees or employees, Landlord shall maintain the Common
         Areas and the exterior walls (excluding glass), and the structural
         elements (roof, foundation, etc.) of the Building in the Project, the
         cost of which shall be included in Operating Charges subject to certain
         limitations as set forth in Section 7. Except as set forth herein,
         Tenant shall, at its expense, keep the Premises and every part thereof,
         in good condition and repair and shall make all repairs to the heating,
         air conditioning, electrical and plumbing equipment and facilities
         servicing the Premises and, such other repairs in the Project which may
         be required by reason of acts or negligence of Tenant, its agents,
         employees, customers or invitees, or the particular nature of Tenant's
         use of the Premises. Tenant shall be responsible for repairing any
         damage to the Project caused by the installation or moving of Tenant's
         furniture, equipment and personal property. Tenant shall, at its
         expense, also repair or replace with glass of equal quality any broken
         or cracked plate or other glass in doors, windows, and elsewhere in the
         Premises and any other broken or cracked plate or other glass located
         adjacent to the Premises to the extent such glass located adjacent to
         the Premises was broken or cracked by Tenant, its employees, agents,
         invitees or customers. Tenant shall not defer any repairs or
         replacements to the Premises by reason of the anticipated expiration of
         the Term. Landlord, at Landlord's option (if Tenant does not perform
         the same in accordance with this Lease), may elect to perform all or
         part of the maintenance, repairs and servicing which is the obligation
         of the Tenant hereunder and/or the obligation of all of the other
         tenants of the Project with respect to the respective premises occupied
         by them, in which event the costs thereof shall be at Landlord's option
         either billed directly to and paid by Tenant as additional rent or
         included in Operating Charges. Except as aforesaid, in the event that,
         at the request of Tenant, Landlord at its option performs any
         maintenance, repairs or servicing of the Premises which is the
         obligation of the Tenant hereunder, then Tenant shall pay Landlord
         directly therefor. In the event there is any warranty in effect in
         connection with repairs or replacements made by Tenant and if Landlord
         is unwilling to pursue the warranty claim, then Tenant shall have the
         right to pursue the warranty claim in connection with the repair and/or
         replacement made by Tenant. Tenant shall be responsible for all snow
         and ice removal on all sidewalks adjacent to the Premises. Tenant shall
         contract with a responsible third party reasonably acceptable to
         Landlord for regular and periodic maintenance of all HVAC systems
         serving the Premises throughout the Lease Term. Upon expiration or
         earlier termination of this Lease, Tenant shall surrender the Premises
         to Landlord broom clean and in good condition and repair, normal wear
         and tear and damage by fire or other casualty and condemnation only
         excepted. Upon request by Landlord, Tenant shall provide Landlord with
         any or all (as requested by Landlord) service or maintenance contracts
         pertaining to the Premises, which contracts shall be subject to
         Landlord's reasonable review, and Tenant's obligation so to deliver the
         Premises

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         shall survive the expiration or termination of this lease. Landlord
         shall be responsible to deliver and maintain the Property in compliance
         with all laws as set forth in Section 14.

11.0     ALTERATIONS BY TENANT
         a.)   Tenant may not make any alterations, additions or improvements
               (collectively, "Alterations" and individually, an "Alteration")
               in or to the Premises without Landlord's prior written consent in
               each instance, which consent will not be unreasonably withheld,
               conditioned, or delayed for non-structural Alterations which are
               not visible from the exterior of the Premises or do not affect
               the exterior appearance of the Premises. Landlord will not be
               deemed to be unreasonably withholding its consent if it requires
               Tenant to remove the alteration as a condition to approving the
               request and Tenant refuses to remove the alteration. In the event
               Landlord approves an Alteration, (i) the Alteration shall be
               constructed in a good and workmanlike manner, (ii) the structural
               integrity of the Facility and the exterior appearance shall not
               be impaired by the Alteration or the construction thereof, (iii)
               no liens shall attach to the Premises by reason thereof, and (iv)
               Tenant shall carry or cause its contractors to carry any required
               worker's compensation insurance. All Alterations made by Tenant
               shall be at its sole cost and expense. Landlord's consent to an
               Alteration may be conditioned upon the receipt by Landlord of
               such information as Landlord may reasonably require, and upon the
               furnishing of certificates of insurance, waivers of lien, and
               receipted bills covering any and all labor and materials utilized
               in connection therewith, and such other conditions as Landlord
               may reasonably require.

         b.)   Upon the written request by Tenant for Landlord approval of
               Alterations, Landlord shall notify Tenant in writing at the time
               of approval which Alterations must be removed from the Premises
               upon termination of the Lease; all other Alterations shall remain
               on the Premises and shall become the property of Landlord. Tenant
               shall remove the Alterations so designated by Landlord for
               removal, all at Tenant's sole expense, on or before the
               Termination Date and Tenant shall repair any damage to the
               Premises caused by such removal. Tenant's obligations under this
               Section 11.0 shall survive the expiration or termination of this
               Lease. If Tenant fails to remove the Alterations as required
               hereunder, Landlord may remove the Alterations and may, at
               Landlord's option, store or destroy them and all costs incurred
               by Landlord shall be promptly reimbursed by Tenant.

         c.)   Notwithstanding the foregoing, Tenant may make non-structural
               improvements to the interior of their space up to $25,000 in the
               aggregate without Landlord's prior written consent.

12.0     FIXTURES AND SIGNS
         Landlord shall provide a monument sign to identify tenants of the
         Project, in such location and of such size and type as may be permitted
         under applicable local ordinances, other covenants running with the
         Land, and acceptable to Landlord. Tenant shall have the right, at
         Tenant's sole cost, to have its name displayed on a share of said
         monument sign as determined by Landlord. All monument signage shall
         remain as personal property of Landlord upon expiration or termination
         of this Lease. Tenant may also have other signage approved by Landlord.
         Tenant shall not, without Landlord's prior written consent, install,
         fix or use any other signs or other advertising or identifying media
         which is visible from the exterior of the Premises. Such consent shall
         be given or withheld at Landlord's sole discretion. Tenant may, with
         reasonable approval by Landlord and subject to any necessary city
         approvals, place a sign on the Building at its sole cost and expense
         which is visible from Highway 169.

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13.0     INSURANCE
         a.)  Insurance Maintained by Tenant

         Tenant shall provide and maintain in full force and effect at no cost
         to Landlord the following insurance coverages with minimum limits as
         indicated, (which may also be revised to reasonable amounts consistent
         with similar industry practice in the same geographic location at the
         Landlord's discretion from time to time) at all times during the term
         of this Lease, and beyond, as required.

         Tenant shall maintain commercial general liability (CGL) insurance (or
         its equivalent satisfactory to Landlord) and, if necessary, commercial
         umbrella or excess insurance with a total limit of not less than
         $2,000,000 each occurrence as described below. If such CGL insurance
         contains a general aggregate limit, it shall apply separately to this
         Lease.

         (1) CGL insurance shall be written on an occurrence form and shall
         cover liability arising from premises, operations, independent
         contractors, products-completed operations, personal injury and
         advertising injury, and liability assumed under an insured contract
         (including the tort liability of another assumed in a business
         contract).

         (2) Landlord shall be included as an ADDITIONAL INSURED under the CGL
         insurance, using an ISO additional insured endorsement or a substitute
         providing equivalent coverage, and under the commercial umbrella or
         excess, if any. This insurance shall apply as primary insurance with
         respect to any other insurance or self-insurance programs afforded to
         Landlord. There shall be no endorsement or modification of the
         insurance to make it excess over other available insurance;
         alternatively, if the insurance states that it is excess or pro rata,
         the policy shall be endorsed to be primary with respect to the
         additional insured.

         (3) There shall be no endorsement or modification of the insurance
         limiting the scope of coverage for liability arising from pollution or
         employment-related practices.

         (4) So long as Landlord has restoration obligation, Tenant shall
         maintain the ISO special causes of loss form commercial property
         insurance (or its equivalent) on all leasehold improvements therein for
         their full replacement value, naming the Landlord as INSURED and LOSS
         PAYEE as its interest may appear.

         (5) Tenant may, at its option, purchase business income, business
         interruption, extra expense or similar coverage as part of this
         commercial property insurance, and in no event shall Landlord be liable
         for any business interruption or other consequential loss sustained by
         Tenant, whether or not it is insured, even if such loss is caused by
         the negligence of Landlord, its employees, officers, directors, or
         agents.

         (6) Tenant may, at its option, purchase insurance to cover its personal
         property. In no event shall Landlord be liable for any damage to or
         loss of personal property sustained by Tenant, whether or not it is
         insured, unless such loss is caused by the gross negligence or willful
         misconduct of Landlord, its employees, officers, directors, or agents.

         Tenant waives all rights against Landlord and its agents, officers,
         directors and employees for recovery of damages to the extent these
         damages are covered by any of the insurance required above except to
         the extent covered by gross negligence or willful misconduct by
         Landlord.

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         (7) All insurance shall be placed and maintained with insurers
         authorized to do business in the State of Minnesota (or equivalent
         satisfactory to Landlord) which have an A.M. Best rating of A-, VII. or
         better. Tenant agrees to furnish copies of any insurance policies for
         Landlord's review if requested.

         Tenant shall furnish the Landlord with duly executed Certificates of
         Insurance certifying that such insurance has been provided and that the
         insurance companies will give the Landlord thirty (30) days prior
         written notice of any material change in, or cancellation of, such
         insurance coverage. Such certificate shall also specify the dates when
         such insurance commences and expires. Certificates should be delivered
         to the following address: WISPARK Corporation, 860 Blue Gentian Road,
         Ste. 175, Eagan, MN 55121. The Tenant agrees that such insurance shall
         be maintained throughout the entire term of this Lease. New
         certificates shall be provided within one week of the renewal date of
         any expiring insurance coverage giving evidence of continuing coverage.

         Insurance policies of Tenant shall be on an occurrence basis. If any
         insurance is written on a "claims made" basis, the Tenant shall
         maintain the coverage for a minimum of five years after the termination
         of this Lease. The Landlord may require the Tenant to furnish copies of
         any "claims made" policies and to institute measures to guarantee
         further coverage for claims as contemplated by this Lease.

         (b) Insurance Maintained by Landlord.

         Landlord shall provide and maintain in full force and effect the
         following insurance coverages with minimum limits as indicated, (which
         may also be revised to reasonable amounts consistent with similar
         industry practice at the Landlord's discretion from time to time) at
         all times during the term of this Lease, and beyond, as required.

         (1) Landlord shall maintain the ISO special causes of loss form
         commercial property insurance (or its equivalent) on the building and
         all improvements therein (other than leasehold improvements) for their
         full replacement value; including, at Landlord's option, a loss of rent
         endorsement.

         (2) Landlord shall maintain commercial general liability (CGL)
         insurance (or its equivalent) and, if necessary, commercial umbrella or
         excess insurance with a total limit of not less than $1,000,000 each
         occurrence as described below. If such CGL insurance contains a general
         aggregate limit, it shall apply separately to this Lease. Landlord
         agrees to name Tenant as additional insured on its CGL insurance.

         (3) CGL insurance shall be written on an occurrence form and shall
         cover liability arising from premises, operations, independent
         contractors, products-completed operations, personal injury and
         advertising injury, and liability assumed under an insured contract
         (including the tort liability of another assumed in a business
         contract).

                  (i.)   All insurance policies shall be endorsed to protect
                         Landlord and Tenant, as their respective interests may
                         appear, and be obtained by Landlord under valid and
                         enforceable standard policies issued by responsible
                         insurance companies licensed to do business in the
                         State of Minnesota.

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                  (ii.)  Tenant's Proportionate Share of the cost of all
                         insurance obtained by Landlord hereunder shall be
                         reimbursed by Tenant monthly in advance as additional
                         rent at a rate equal to 1/12 of the annual amount of
                         the insurance premium in the same manner and at the
                         same time as prescribed for Base Rent.

                  (iii.) All insurance required prior to the Commencement Date
                         shall be carried by Landlord, at its expense, and added
                         to the budget for the Facility except for any insurance
                         required for work performed by Tenant and for any
                         insurance associated with improvements for Tenant
                         within the Premises.

                  (iv.)  To the extent permitted by law, Landlord and Tenant
                         hereby waive any and all claims against each other for
                         damage to or destruction of any improvements upon the
                         Premises and contents (including inventory, machinery,
                         furniture, furnishings and trade fixtures) thereof
                         (whether or not resulting from the negligence of the
                         other party) that are covered by insurance which Tenant
                         or Landlord is required to carry pursuant to this
                         Lease.

14.0     COMPLIANCE WITH LAWS
         Subject to the obligations imposed on Landlord in Section 10.0 above,
         Tenant shall, at its sole cost and expense, comply with any and all
         laws, statutes, ordinances, regulations, fire codes, building codes and
         restrictions and easements of record, now or hereafter in force,
         applicable to the Premises, relating to the use and occupancy thereof
         or to the making of repairs thereto, or of changes, alterations, or
         improvements thereto. Tenant also covenants to comply, at its sole cost
         and expense, with any and all rules and regulations applicable to the
         Premises issued by Landlord (which are not inconsistent with the terms
         and provisions of this Lease) or by insurance companies (including
         Landlord's fire underwriters, if any) writing policies covering the
         Premises. If the use of the Premises should at any time be prohibited
         by law, regulation or injunction, this Lease shall not be terminated,
         Rent hereunder shall not abate and the respective obligations of
         Landlord and Tenant shall not be affected. Notwithstanding the
         foregoing, in the event that such use prohibition is due to an act or
         omission of Landlord, Rent shall abate from the date of cessation of
         Tenant's use. However, if any such laws require the making of changes,
         alterations, or improvements not particular to Tenant specific use, the
         useful life of which will extend beyond the Lease Term, Landlord and
         Tenant shall each be responsible for to pay their proportionate share
         thereof based on the ratio that the remaining number of years in the
         Lease Term bears to the useful life of the required changes,
         alterations or improvements. Notwithstanding the foregoing, if any such
         changes, alterations or improvements are required in the last two (2)
         years of the Lease Term or any extension thereof, and cost more than
         $5,000, Landlord may elect not to pay the entire cost thereof, in which
         event Tenant may elect to pay the entire cost thereof. For the purposes
         hereof, the Lease Term will be deemed to expire at the end of the then
         existing Term unless Tenant exercises then available options to extend
         the Term, in which event the Lease Term will be deemed to include the
         relevant option period or periods. Notwithstanding the foregoing,
         Landlord hereby warrants and represents, to the best of his knowledge,
         to Tenant that the construction of the facility (as defined on Exhibit
         D) and all related site improvements on the Premises will be completed
         in accordance with all applicable laws, ordinances, rules and
         regulations applicable to such construction and the use and occupancy
         thereof by Tenant and Landlord shall be solely responsible for all
         costs incurred in connection with the improvements complying with said
         laws, ordinances, rules and regulations.

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15.0     PARKING
         Tenant and Tenant's employees, customers and invitees shall have the
         exclusive right to use 100 parking spaces located within the Common
         Areas and the right in common with other Tenants to use the balance of
         spaces available on the site, which in no event shall be less than an
         additional twenty-five (25) spaces, all as shown on Exhibit A. Landlord
         reserves the right to regulate parking within the Common Areas,
         including the right to preclude Tenant from parking in certain
         nonexclusive parking spaces or requiring Tenant to use certain parking
         spaces. Tenant shall not permit vehicles and/or trailers to be
         abandoned or stored in the Project's parking and loading areas.
         Landlord covenants that they will provide the Tenant with the following
         parking capacities: (i) car parking for 125 employees; (ii) overnight
         parking for 50 step vans; and (iii) overnight parking for 5 trailers.

16.0     JANITORIAL SERVICES
         Tenant shall provide janitor service for the Premises and arrange for
         trash removal from the Premises to the Project trash dumpster on a
         daily basis or otherwise in a manner sufficient to keep and maintain
         the Premises and the Project in a first-class and clean condition.

17.0     ENVIRONMENTAL MATTERS

         a.)   "Environmental Laws" means any or all of the following: the
               Comprehensive Environmental Response Compensation and Liability
               Act, 42 U.S.C. Sections 9601 et seq.; the Resource Conservation
               and Recovery Act, 42 U.S.C. Sections 6941 et seq.; the Toxic
               Substances Control Act, 15 U.S.C. Sections 2601 et seq.; the
               Safe Drinking Water Act, 42 U.S.C. Sections 300h et seq.; the
               Clean Water Act, 33 U.S.C. Sections 1251 et seq.; the Clean
               Air Act, 42 U.S.C.  Sections 401 et seq.; regulations under
               any of the foregoing statutes; and any other laws and
               regulations of the United States, the State of Minnesota or
               any political subdivision or agency of either of them, which
               are now in effect or hereinafter enacted or amended that deal
               with the regulation or protection of the environment, including
               ambient air, groundwater, surface water and land use,
               including sub-strata land.

         b.)   Tenant shall comply in all respects with all present and
               hereinafter enacted Environmental Laws, and any amendments
               thereto, relating to Tenant's operations on the Premises. Tenant
               shall immediately notify Landlord of any correspondence or
               communication from any governmental entity regarding the
               application of Environmental Laws to the Premises or Tenant's
               operations on the Premises or any change in Tenant's operations
               on the Premises that will change Tenant's or Landlord's
               obligations or liabilities under the Environmental Laws. Tenant
               hereby agrees to indemnify and hold harmless Landlord, and
               Landlord's officers, directors, agents, employees and mortgagees
               from and against any and all loss, damage, and expense
               (including, but not limited to, reasonable investigation and
               legal fees and expenses), including, but not limited to, any
               claim or action for injury, liability, or damage to persons or
               property, and any and all claims or actions brought by any
               person, firm, governmental body, or other entity, alleging or
               resulting from or arising from or in connection with
               contamination of or adverse effects on the environment, or
               violation of any Environmental Law or other statute, ordinance,
               rule, regulation or order of any government or judicial entity,
               and from and against any damages, liability, cost, and penalties
               assessed as a result of Tenant's (or Tenant's employees or
               invitees) activity or operation on the Premises during the Lease
               Term. Tenant's obligations and liabilities under this Section
               shall continue so long as Landlord bears any liability or
               responsibility under the Environmental Laws for any action that
               occurred on the Premises during the Lease Term and shall survive
               the expiration or termination of this Lease. The terms of this
               Section shall be enforceable by injunction or, at Landlord's
               option, by action for damages. Landlord hereby agrees to
               indemnify and hold harmless Tenant, and

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               Tenant's officers, directors, agents, employees and mortgagees
               from and against any and all loss, damage, and expense
               (including, but not limited to, reasonable investigation and
               legal fees and expenses), including, but not limited to, any
               claim or action for injury, liability, or damage to persons or
               property, and any and all claims or actions brought by any
               person, firm, governmental body, or other entity, alleging or
               resulting from or arising from or in connection with
               contamination of or adverse effects on the environment, or
               violation of any Environmental Law or other statute, ordinance,
               rule, regulation or order of any government or judicial entity,
               and from and against any damages, liability, cost, and penalties
               assessed as a result of (i) Landlord's activity or operation on
               the Premises, (ii) any pre-existing environmental conditions, and
               (iii) any activity or operations of any third party on the
               Premises. Landlord's obligations and liabilities under this
               Section shall continue so long as Tenant bears any liability or
               responsibility under the Environmental Laws for any action that
               occurred on the Premises during the Lease Term and shall survive
               the expiration or termination of this Lease. The terms of this
               Section shall be enforceable by injunction or, at Tenant's
               option, by action for damages.

18.0     INDEMNIFICATION

         a.)   Tenant hereby agrees to indemnify and hold harmless Landlord and
               Landlord's officers, directors, agents, employees, invitees and
               mortgagees, from and against any and all claims, demands, causes
               of action, suits, proceedings, liabilities, damages, losses,
               costs, and expenses, including reasonable attorneys' fees, caused
               by, incurred, or resulting from Tenant's (i) occupancy, use or
               operation of the Premises, or (ii) from any default under or
               failure to perform any term or provision of this Lease by Tenant
               or (iii) negligence or willful acts. This indemnity does not
               cover matters arising out of the negligence or willful acts of
               Landlord or its employees, agents, contractors, guests, officers,
               or directors. It is expressly understood that Tenant's
               obligations under this Section shall survive the expiration or
               earlier termination of this Lease for any reason. In case any
               action or proceeding is brought against Landlord or its officers,
               directors, agents or employees, by reason of any such claim,
               Tenant, upon notice, will defend such action or proceeding by
               responsible counsel selected by Tenant and reasonably acceptable
               to Landlord.

         b.)   Landlord hereby agrees to indemnify and hold harmless Tenant and
               Tenant's officers, directors, agents, employees, and invitees
               from and against any and all claims, demands, causes of action,
               suits, proceedings, liabilities, damages, losses, costs, and
               expenses, including reasonable attorneys' fees, caused by,
               incurred, or resulting from Landlord's (i) occupancy, use,
               ownership or operation of the Premises prior to the Commencement
               Date or (ii) from any default under or failure to perform any
               provisions of this Lease to be performed by Landlord, or (iii)
               negligence or willful acts, or (iv) actions or omissions of
               Landlord's other Tenants or other third parties. This indemnity
               does not cover matters arising out of the negligence or willful
               acts of Tenant or its agents, officers, directors, employees,
               guests, agents or invitees. In case any action or proceeding is
               brought against Tenant or its officers, directors, agents or
               employees, by reason of any such claim, Landlord, upon notice,
               will defend such action or proceeding by responsible counsel
               selected by Landlord and reasonably acceptable to Tenant. It is
               expressly understood that Landlord's obligations under this
               Section shall survive the expiration or earlier termination of
               this Lease for any reason. In case any action or proceeding is
               brought against Tenant or its officers, directors, agents or
               employees, by reason of any such claim, Landlord, upon notice,
               will defend such action or proceeding by responsible counsel
               selected by Landlord and reasonably acceptable to Tenant.

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19.0     DAMAGE OR DESTRUCTION
         a.)   If the Premises is destroyed or damaged in whole or in part by
               fire, or the elements, or as a result directly or indirectly of
               war, or by act of God, or occurs by reason of any other cause
               whatsoever, Tenant shall give notice thereof to Landlord, and
               except as otherwise provided below, Landlord at Landlord's cost
               and expense promptly shall repair, replace, and rebuild the
               building or improvements to at least as good condition as it or
               they were in immediately prior to such occurrence. Such work
               shall be commenced within thirty (30) days subject to force
               majeur after the settlement has been made with the insurance
               companies.

         b.)   If following such damage or destruction the estimate of the time
               to complete such repair or restoration, as reasonably and
               promptly determined by the general contractor selected by
               Landlord, exceeds 240 days, Tenant at its option shall have the
               right to terminate the Lease upon written notice to the Landlord
               given within twenty (20) days after receipt of the estimated time
               to repair or restore. Also if the repair or restoration is not
               finished or cannot reasonably to be expected to be finished
               within thirty (30) days after the date that is 240 days from
               commencement of the restoration, the Tenant at its option shall
               have the right to terminate the Lease upon written notice to the
               Landlord at the end of the 240 day period.

         c.)   The net proceeds of any insurance shall be applied in payment of
               the cost of such repairing or rebuilding as the same progresses.
               If the insurance proceeds exceed the cost of such repairs or
               rebuilding, then the balance remaining after payment of the cost
               of such repairs or rebuilding shall be paid over and belong to
               Landlord.

         d.)   Except as specifically provided in subsections (b) or (e) of this
               Section 19.0, this Lease shall not terminate or be affected in
               any manner by reason of the destruction or damage in whole or in
               part of the Premises or any building or improvements now or
               hereafter standing or erected thereon or by reason of the
               untenantability of the Premises or any such building or
               improvements except that rent shall abate during the period of
               untenantability.

         e.)   If the fire or casualty damages or destroys more than twenty-five
               percent (25%) of the improvements on the Premises and occurs
               within the last twelve months of the Lease Term then Tenant, at
               its option, may elect to terminate the Lease by giving written
               notice thereof to Landlord within fifteen (15) days after such
               fire or casualty. If Tenant timely gives such notice then the
               Lease shall terminate as of the date of such fire or casualty;
               Tenant shall not be liable for any rent accruing after the date
               of such fire or casualty. If Tenant so elects to terminate,
               Landlord shall not be required to rebuild or restore the Premises
               and all casualty insurance proceeds shall be the sole property of
               Landlord.

20.0     CONDEMNATION
         a.)   If all or substantially all of the Premises are taken by the
               exercise of the power of eminent domain or conveyed under the
               threat of eminent domain, then this Lease shall terminate as of
               the date possession is taken by the condemnor. The entire
               compensation award shall belong to Landlord and Tenant shall have
               no interest therein; provided that Tenant shall have the right to
               make a separate claim for its personal property, Tenant
               Improvements paid for by Tenant, or relocation benefits in
               accordance with applicable law.

         b.)   If (i) more than twenty percent (20%) of the area of the
               Premises, or (ii) more than twenty percent (20%) of the fair
               market value of the Building is taken by the exercise of the
               power of eminent domain or sold under the threat of eminent
               domain, then Tenant shall have the right to terminate this Lease
               if the premises remaining are such that their continued use for
               the

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               purposes for which the same were being used immediately prior to
               such taking is reasonably impractical or economically imprudent.
               Termination shall be as of the earlier of (i) the date legal
               possession is taken by the condemnor or (ii) the date Tenant is
               no longer able to operate in the effected portion of the
               Premises. The option to terminate herein granted shall be
               exercised in writing by Tenant within thirty (30) days after the
               date of the taking of possession by the condemnor. In any event,
               the entire compensation award shall belong to Landlord and Tenant
               shall have no interest therein; provided that Tenant shall have
               the right to make a separate claim for its personal property or
               relocation benefits in accordance with applicable law. If this
               Lease is not terminated, then Landlord, with reasonable diligence
               and at its own expense, shall restore any improvements upon the
               Premises affected by the taking, even if the total cost for such
               restoration is in excess of the amount awarded or paid by the
               condemnor for such purpose. Rent shall abate in the event of any
               partial taking hereunder to the extent to which the Premises are
               untenantable.

21.0     INSPECTION
         Landlord and its authorized representatives shall have the right, upon
         giving reasonable prior written notice (except in an emergency, in
         which case no notice is required), to enter the Premises or any part
         thereof and inspect the same for the purposes of determining Tenant's
         compliance with the terms of this Lease or to make repairs required
         hereunder.

22.0     QUIET ENJOYMENT
         So long as Tenant shall timely pay the Rent and all other sums herein
         provided and shall keep and timely perform all of the terms, covenants,
         and conditions on its part herein contained, Landlord covenants that
         Tenant, subject to Landlord's rights herein, shall have the right to
         the peaceful and quiet occupancy of the Premises.

23.0     MORTGAGES AND SUBORDINATION

         a.)   Landlord's interest in this Lease or the Premises shall not be
               subordinate to any encumbrances placed upon the Premises by or
               resulting from any act of Tenant, and nothing herein contained
               shall be construed to require such subordination by Landlord.
               Tenant shall keep the Premises free from any liens for work
               performed, materials furnished, or obligations incurred by
               Tenant.

               b.) Unless Landlord's mortgagee elects to have its mortgage be
               subordinate to this Lease, this Lease at all times shall be
               subordinate to the lien of any mortgage or mortgages now or
               hereafter placed upon the Premises by Landlord, and Tenant
               covenants and agrees to execute and deliver, upon demand, such
               further instruments subordinating this Lease to the lien(s) of
               any such mortgage or mortgages, and attorning to the interest of
               such mortgagee or mortgagees, as shall be desired by Landlord or
               by any mortgagee or proposed mortgagee; provided that any such
               mortgagee shall deliver to Tenant a written non-disturbance
               agreement in recordable form providing that Tenant shall have the
               right to remain in possession of the Premises under the terms of
               this Lease, notwithstanding any default in any such mortgage or
               after foreclosure thereof, so long as Tenant is not in Default
               under this Lease. Such non-disturbance agreement shall contain
               such other provisions which may be reasonable acceptable to
               mortgagee and Tenant, including without limitation, an
               acknowledgement from mortgagee that casualty proceeds shall be
               used for restoration as provided in Section 19.

                                    17 of 24
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24.0     ESTOPPEL CERTIFICATES
         At any time, and from time to time, each party agrees, promptly and in
         no event later than ten (10) days after a request in writing from the
         other party, to execute, acknowledge, and deliver to the requesting
         party a statement in writing certifying (i) that this Lease is
         unmodified and in full force and effect (or, if there has been
         modification, that the same is in full force and effect as modified and
         stating the modification), (ii) the amount of Base Rent due hereunder
         and the dates to which the Rent and other charges have been paid, (iii)
         that, to the best of its knowledge, Landlord or Tenant (as appropriate)
         is not in default under any provision of this Lease (or if Landlord is
         in default, specifying such default), (iv) that, to the best of its
         knowledge, Landlord or Tenant (as appropriate) has no claims or offsets
         under this Lease, and (v) that the certificate may be relied upon by
         Landlord or Tenant (as appropriate) and its successors, assigns and
         mortgagees. Any failure to deliver a statement as required under this
         Section 24.0 shall be considered a Default under this Lease without
         cure rights.

25.0     ASSIGNMENT AND SUBLETTING

         a.)   Except as herein set forth, Tenant shall not mortgage, encumber
               or assign this Lease or any interest therein, or sublet all or
               any portion of the Premises, or allow the use of any portion of
               the Premises by any third party, without the prior written
               consent of Landlord in each instance, which will not be
               unreasonably withheld, conditioned, or delayed. Any assignment,
               sublease or occupancy does not relieve Tenant from obtaining the
               consent in writing of Landlord to any further assignment,
               subletting or occupancy, and does not release Tenant or any
               guarantor from liability hereunder. Landlord may accept rental
               from any person or entity in possession of the Premises without
               the same being deemed consent to an assignment or sublease and
               without the same being deemed a release of Tenant or any other
               party of its obligations under this Lease. Tenant shall provide a
               copy of the proposed sublease or assignment instrument to
               Landlord when requesting consent and shall provide a copy of the
               executed sublease or assignment instrument to Landlord after
               obtaining consent. Tenant shall pay upon demand to Landlord
               reasonable costs and expenses incurred by Landlord in reviewing a
               proposed sublease or assignment up to $1,000.00 per request.
               Notwithstanding the foregoing, Tenant may assign this Lease or
               sublet all or any portion of the Premises to an entity which
               purchases all or subsequently all of the stock or assets of
               Tenant or to into which Tenant merges or with which it
               consolidates, or to an Affiliate Entity. An Affiliate Entity as
               used herein shall mean an entity controlling, controlled by or
               under common control with the subject entity. Control shall mean
               the ability to directly or indirectly determine the management
               policies of the subject entity. Without limitation, in
               considering a request by Tenant for assignment or subletting, it
               shall be reasonable for Landlord to consider, among other things:
               (i) the financial record and capability of the proposed assignee
               or sublessee, (ii) the business and personal reputation of the
               proposed assignee or sublessee and its principals, (iii) the type
               of business to be carried on by the proposed assignee or
               sublessee, (iv) whether Tenant is or has been in Default
               hereunder, and (v.) whether or not proposed assignee or
               sub-tenant is currently a tenant of Landlord or is negotiating
               for space with Landlord. Any permitted assignee or subtenant
               hereunder shall be bound by, and shall assume in writing, all of
               the terms and conditions of this Lease.

         b.)   Landlord shall have the right at any time to sell or convey the
               Premises subject to this Lease or to assign its rights, title and
               interest as Landlord under this Lease in whole or in part. In the
               event of any such sale or assignment (other than a collateral
               assignment as security for an obligation of Landlord), and
               provided the asignee assumes all of the Landlord's obligations
               under this Lease from and after the date of transfer Landlord
               shall be relieved from and after the date of such transfer or
               conveyance of liability for the performance of any obligation of

                                    18 of 24
<PAGE>

               Landlord contained herein, except for obligations or liabilities
               accrued prior to the date of such assignment or sale, and Tenant
               shall attorn to the purchaser or assignee (as the case may be).

26.0     DEFAULT AND REMEDIES
         a.)   Each of the following shall be deemed a "Default" of this Lease
               by Tenant:

                  (i.) If any Rent or other monetary sum is not paid on the due
                       date, therefore, and remains unpaid for five (5) days
                       after written notice is delivered to Tenant;

                  (ii.) If Tenant hereunder becomes insolvent, or if proceedings
                       are commenced against Tenant hereunder in any court under
                       any bankruptcy act or for the appointment of a trustee or
                       receiver of Tenant's property and are not dismissed
                       within sixty (60) days, or if Tenant hereunder files any
                       assignment for the benefit of creditors, is not generally
                       paying its debts as the same become due, or is taken over
                       by any government regulatory agency having the
                       jurisdiction to do so and such agency does not fully
                       comply with the obligations imposed on Tenant hereunder;
                       or

                (iii.) If Tenant fails to perform or violates any other of the
                       covenants, conditions, obligations or restrictions of
                       this Lease, which failure to perform or violation remains
                       uncured for a period of thirty (30) days or more after
                       notice thereof from Landlord to Tenant; provided,
                       however, that if such failure or violation cannot
                       reasonably be cured within the thirty (30) day period,
                       and Tenant is diligently pursuing a cure of such failure
                       or violation, then Tenant shall, after receiving notice
                       specified herein, have a reasonable period to cure such
                       failure or violation, not exceeding one hundred eighty
                       (180) days, provided Tenant continuously exercises due
                       diligence in the cure of the same.

         b.)   In the event of any Default, and without any notice, except, if
               applicable, the notice prior to Default required under
               circumstances set forth in Subsection (a) above, Landlord shall
               be entitled to exercise, at its option, concurrently,
               successively, or in any combination, any and all remedies
               available at law or in equity, including without limitation any
               one or more of the following in accordance with applicable law:

                    (i.)   To terminate this Lease;

                    (ii.)  To terminate Tenant's occupancy of the Premises and
                           to reenter and take possession of the Premises or any
                           part thereof (which termination of occupancy and
                           reentry shall not operate to terminate this Lease
                           unless Landlord expressly so elects) and of any and
                           all fixtures which are located on the Premises and
                           owned by Landlord;

                    (iii.) To relet the Premises or any part thereof for such
                           term or terms (including a term which extends beyond
                           the initial Lease Term), at such rentals, and upon
                           such other terms as Landlord, in its sole discretion,
                           may determine, with all net proceeds, after expenses,
                           received from such reletting being applied to the
                           Rent and other sums due from Tenant in such order as
                           Landlord may determine, in its discretion, with
                           Tenant remaining liable for any deficiency; with
                           regard to any such reletting, Landlord may make
                           repairs in or to the Premises to the extent
                           reasonably necessary to relet and Tenant shall be
                           liable to Landlord for such expenses;

                                    19 of 24
<PAGE>

                    (iv.)  To recover from Tenant all expenses, including
                           attorneys' fees, reasonably paid or incurred by
                           Landlord as a result of any such Default;

                    (v.)   To recover from Tenant all Rent not theretofore paid
                           pursuant to the foregoing subsections and any sums
                           thereafter accruing as they become due under this
                           Lease, if the Lease has not been terminated, during
                           the period from the Default to the anticipated
                           Termination Date.

                    (vi.)  Landlord's rights to exercise the remedies set forth
                           in this Section 26.0 shall survive the expiration or
                           termination of this Lease.

         c.)   In the event of any Default by Tenant, or in the event of a
               failure by Tenant to perform any covenant, condition, obligation
               or restriction under this Lease pertaining to the repair or
               maintenance of the Premises (prior to the expiration of any
               applicable grace or cure period) that Landlord reasonably deems
               of an emergency in nature Landlord may, at its option, but shall
               not be obligated to, immediately or at any time thereafter, and
               after providing notice except as required herein, correct such
               Default or failure without, however, curing the same, for the
               account and at the expense of the Tenant. Any sum or sums so paid
               by Landlord, together with interest at the Applicable Rate, and
               all costs and damages, shall be deemed to be additional Rent
               hereunder and shall be due from Tenant to Landlord upon demand.

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

27.0     ADDITIONAL RIGHTS RESERVED TO LANDLORD

         Without affecting Tenant's obligations hereunder, Landlord reserves the
         right during the last six (6) months of the Lease Term, if the Lease
         Term has not been extended, to enter the Premises to display
         conspicuously thereon the usual "Space for Lease" or "For Sale" sign or
         card (provided Landlord on such sign or card indicates "Tenant Moving
         to New Location") and at all reasonable times during the Lease Term to
         show the same to prospective purchasers, lessees or mortgagees,
         provided that the entry does not unreasonably interfere with the
         conduct and operation of Tenant's business.

28.0     NOTICES
         All notices, demands, requests, consents, approvals, or other
         instruments required or permitted to be given by either party pursuant
         to this Lease shall be in writing and sent to the other party at the
         following addresses:

             To Tenant prior to the
             Commencement Date:            Streamline.com, Inc.
                                           27 Dartmouth Street
                                           Westwood, MA  02090
                                           Attn.:  VP of Real Estate

                                    20 of 24
<PAGE>

                                           With a copy to Counsel to Tenant:
                                           Richard A. Toelke
                                           Bingham Dana LLP
                                           150 Federal Street
                                           Boston, MA  02110-1726

             To Landlord:                  WISPARK Corporation
                                           860 Blue Gentian Road, Ste. 175
                                           Eagan, MN  55121
                                           Attn:  Gregory S. Miller

         From and after the Commencement Date, all notices to Tenant shall be
         effective if given to Tenant at the address of the Premises, with a
         copy as provided above. All notices shall be deemed received when
         delivered, if hand-delivered, or three business days after deposit with
         the United States Postal Service, postage prepaid and sent by certified
         mail, return receipt requested, or one business day after deposit with
         a nationally recognized overnight commercial courier service, airbill
         prepaid. Notices by telefax or e-mail alone are not sufficient. The
         addresses for notices may be changed by the parties from time to time
         by delivery of written notice to the other party as provided herein.

29.0     LIMITATION ON LANDLORD'S LIABILITY
         Anything in this Lease to the contrary notwithstanding, the covenants,
         undertakings and agreements herein made on the part of Landlord are
         made and intended not as personal covenants, undertakings and
         agreements or for the purposes of binding Landlord personally or the
         assets of Landlord other than the Project (and the proceeds, profits,
         and revenues therefrom). No personal liability or personal
         responsibility is assumed by, nor shall at any time be asserted or
         enforceable against Landlord or its successors and assigns, arising
         from this Lease or Landlord's obligations with respect to the Premises,
         or arising from any covenant, undertaking or agreement of Landlord
         contained in this Lease. If Landlord fails to perform any covenant,
         term or condition of this Lease upon Landlord's part to be performed
         and, as a consequence of such failure, Tenant shall recover a judgment
         against Landlord, such judgment shall be satisfied only out of proceeds
         of sale received upon execution of such judgment and levy thereon
         against the right, title and interest of Landlord in the Premises and
         Landlord shall not be liable for any deficiency.

30.0     CONDITION OF PREMISES
         Except as expressly provided herein, and except for Landlord's
         obligation to repair and replace, Landlord makes no representations or
         warranties, either express or implied, regarding the condition of the
         Premises or suitability of the Premises for Tenant's proposed uses.

31.0     HOLDING OVER
         If Tenant remains in possession of the Premises after the expiration of
         the Lease Term without consent, then Landlord may, at Landlord's
         option, deem Tenant to be a tenant on a month-to-month basis and Tenant
         shall continue to pay Rent and other sums and shall comply with all the
         terms of this Lease; provided that nothing herein nor the acceptance of
         Rent by Landlord shall be deemed a consent to such holding over.
         Landlord shall be entitled to all remedies available to it at law or in
         equity for such holdover, including holdover rent at one hundred fifty
         percent (150%) of all Rent payable hereunder and including, but not
         limited to, Landlord's direct and actual damages

                                    21 of 24
<PAGE>

         suffered as a result of such holding over by Tenant, and in no event
         including consequential damages.

32.0     WAIVER AND AMENDMENT
         No provision of this Lease shall be deemed waived or amended except by
         a written instrument unambiguously setting forth the matter waived or
         amended and signed by the party against which enforcement of such
         waiver or amendment is sought. Waiver of any matter shall not be deemed
         a waiver of the same or any other matter on any future occasion.

33.0     JOINT VENTURE
         None of the agreements contained herein is intended, nor shall the same
         be deemed or construed, to create a partnership between Landlord and
         Tenant, to make them joint venturers, nor to make Landlord in any way
         responsible for the debts or losses of Tenant.

34.0     CAPTIONS
         Captions are used throughout this Lease for convenience or reference
         only and shall not be considered in any manner in the construction or
         interpretation of this Lease.

35.0     SEVERABILITY
         If any of the terms or provisions contained herein shall be declared to
         be invalid or unenforceable by a court of competent jurisdiction, then
         the remaining provisions and conditions of this Lease, or the
         application of such to persons or circumstances other than those to
         which it is declared invalid or unenforceable, shall not be affected
         thereby and shall remain in full force and effect and shall be valid
         and enforceable to the fullest extent permitted by law.

36.0     CONSTRUCTION
         This Lease involves property located within the State of Minnesota and
         shall be construed according to the laws of the State of Minnesota.

37.0     ENTIRE AGREEMENT
         This Lease constitutes the entire agreement between the parties with
         respect to the subject matter hereof, and there are no other
         representations, warranties, or agreements except as herein provided.

38.0     COUNTERPARTS
         This Lease may be executed in one or more counterparts, each of which
         shall be deemed an original.

39.0     BINDING EFFECT
         The terms and conditions of this Lease shall be binding upon and
         benefit the parties hereto and their respective successors and assigns.

40.0     ATTORNEY'S FEES
         In the event of litigation arising out of this Lease, the prevailing
         party shall be entitled to court costs, out-of-pocket expenses and
         reasonable attorneys' fees from the unsuccessful party.

41.0     TENANT'S REPRESENTATION AS TO AUTHORITY
         a.)  Tenant  is  a  Massachusetts   corporation  duly
              organized, validly existing and in good standing under the laws of
              the State of Massachusetts and has the power and authority to
              consummate the transactions contemplated by this Lease.

                                    22 of 24
<PAGE>

         b.)  All proceedings of Tenant necessary to consummate the transactions
              contemplated by this Lease have been duly taken in accordance with
              law.

         c.)  The  person or persons  executing  this Lease on
              behalf of  Tenant  are duly  authorized  to bind
              Tenant.

42.0     LANDLORD'S REPRESENTATION AS TO AUTHORITY
         a.)  Landlord   is  a  Wisconsin   corporation   duly
              organized, validly existing and in good standing under the laws of
              the State of Wisconsin and has the power and authority to
              consummate the transactions contemplated by this Lease.

         b.)  All proceedings of Landlord necessary to consummate the
              transactions contemplated by this Lease have been duly taken in
              accordance with law.

         c.)  The  person or persons  executing  this Lease on
              behalf of Landlord are duly  authorized  to bind
              Landlord.

43.0     BROKERS
         Tenant represents and warrants that it has dealt with no broker or
         agent in this transaction except CB Richard Ellis and Landlord shall be
         responsible to pay any and all agreed upon commissions due such broker
         or agent. Landlord and Tenant agree to indemnify and hold each other
         harmless from and against any claims by any other broker or agent
         claiming commissions or other compensation as their respective
         representative or agent with regard to this transaction. The provisions
         of this Section shall survive the termination of this Lease. Tenant
         agrees that it will not provide copies of this Lease document to any
         outside broker without Landlord's consent.

44.0     SECURITY DEPOSIT
         INTENTIONALLY OMITTED

45.0     GUARANTY OF LEASE
         INTENTIONALLY OMITTED

46.0     MEMORANDUM OF LEASE
         Either party may at its expense record a memorandum of this lease in
         form and content mutually agreeable to the parties hereto and executed
         by both parties.

47.0     PERFORMANCE OF WORK BY TENANT
         All work on the Premises performed by Tenant or Tenant's contractors,
         agents or employees during the Lease Term, whether in the form of
         maintenance, repair, replacement, alterations or work in compliance
         with law, shall be performed in a good and workmanlike manner and in
         accordance with law, and shall be free and clear of all mechanics' lien
         claims (provided that Tenant shall have the right to contest mechanics'
         lien claims).

48.0     FINANCIAL STATEMENTS
         Tenant shall furnish to Landlord no less than annually, within fifteen
         (15) days after written request therefor from Landlord, a copy of
         Tenant's then most recent financial statement and of any other similar
         statements, all substantially in a form reasonably acceptable to
         Landlord. If Tenant's statements are unaudited or uncertified, then
         Tenant shall furnish such unaudited or uncertified statements as it has
         available. Landlord may deliver a copy of such statements to any
         mortgagee or prospective mortgagee of Landlord, or any prospective
         purchaser of the Premises,

                                    23 of 24
<PAGE>

         but otherwise Landlord shall treat such statements and information
         therein contained as confidential. Further, Landlord shall obligate all
         persons to whom it gives Tenant's statements hereunder to treat same as
         confidential, and to agree not to disclose same to any third person
         without Tenant's prior written consent.

49.0     FORCE MAJEURE
         Time periods, deadlines or dates for Landlord's or Tenant's performance
         under any provisions of this Lease (except for the payment of money)
         shall be extended for the period of time during which the
         non-performing party's performance is prevented or delayed due to labor
         disputes, casualties, embargoes, governmental restrictions or
         regulations, unusual weather and other acts of God, war or other
         strife, shortages of fuel labor, or building materials, action or
         non-action of public utilities or local, state or federal governments
         or agencies, the act or neglect of the other party or those acting for
         or under the other party, or any other causes or circumstances beyond
         the non-performing party's reasonable control, except that in no event
         shall Tenant be required to accept delivery of the Premises after
         November 1, 2000. This provision shall have no impact on the rent
         credit as provided in Section 4.

IN WITNESS WHEREOF, Landlord and Tenant have entered into this Lease as of the
date first above written.

<TABLE>
<CAPTION>

LANDLORD:                                      TENANT:
<S>                                            <C>
WISPARK CORPORATION,                           STREAMLINE.COM, Inc.,
a Wisconsin corporation                        a Massachusetts corporation

By:   /s/ GREGORY S. MILLER                    By: /s/ J. GREGORY AMBRO
      --------------------------------             ----------------------------
         GREGORY S. MILLER                             J. GREGORY AMBRO
      --------------------------------             ----------------------------
     Print Name                                    Print Name
         Its: VICE PRESIDENT                   Its: SENIOR VICE PRESIDENT AND
                                                    CHIEF FINANCIAL OFFICER

Attest:  /s/ JOHN B. HELLER                    Attest:  /s/ JAMES THOMPSON
         -----------------------------                  -----------------------
             JOHN B. HELLER                                 JAMES THOMPSON
         Print Name                                    Print Name
         Its: SENIOR VICE PRESIDENT           Its: VICE PRESIDENT - DEVELOPMENT
</TABLE>

                                    24 of 24
<PAGE>

                                    EXHIBIT C
                         MONTHLY RENT PAYMENT SCHEDULES

<TABLE>
<CAPTION>
                  BASE RENT
         LEASE YEAR          PER SF          ANNUAL             MONTHLY
<S>           <C>            <C>             <C>                <C>
              1              $4.55           $491,186.15        $40,932.18

              2              $4.55           $491,186.15        $40,932.18

              3              $4.55           $491,186.15        $40,932.18

              4              $4.55           $491,186.15        $40,932.18

              5              $4.55           $491,186.15        $40,932.18

              6              $5.25           $566,753.25        $47,229.44

              7              $5.25           $566,753.25        $47,229.44

              8              $5.25           $566,753.25        $47,229.44

              9              $5.25           $566,753.25        $47,229.44

              10             $5.25           $566,753.25        $47,229.44
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                     ESTIMATED TAXES AND OPERATING EXPENSES*
-------------------------------------------------------------------------------
         YEAR         TAXES         OPERATING EXPENSES    ANNUAL PAYMENT
<S>      <C>          <C>           <C>                   <C>
         2000         $.20          $.50                  $75,567.10

         2001         $.30          $.55                  $91,760.05

         2002         $1.50         $.60                  $226,701.30
</TABLE>


2-3% increases are estimated per year for years 4-10.

*Tax and operating expense figures are only estimates. Landlord will not be held
responsible for the accuracy of these figures.


<PAGE>

                                ADDENDUM TO LEASE

                           DATED: February ____, 2000

                                 BY AND BETWEEN

             WISPARK CORPORATION, a Wisconsin corporation (Landlord)

                                       and

           STREAMLINE.COM, INC., a Massachusetts corporation (Tenant)

The terms and provisions of this Addendum shall supercede the terms of the
Lease:


OPTION TO RENEW
     Tenant shall have the option to renew this lease for one additional period
     equal to the original term by providing Landlord with written notice at
     least one hundred eighty (180) days prior to the termination of this Lease.
     All of the terms and conditions of this Lease will remain in effect except
     for the rental rate which will be increased during the renewal term to the
     then current market rate.

     The monthly rental rate of the Lease for the renewal term shall be
determined as follows:

     a.  Landlord shall notify Tenant in writing of the proposed rate ("Rent
         Notice") within thirty (30) days after Tenant notifies Landlord that
         Tenant will renew the Lease. If Landlord fails to give the Rent Notice
         within the 30-day period, then Landlord shall be deemed to have given
         Tenant, on the thirtieth (30th) day after Tenant's notice, a Rent
         Notice proposing that the rental rate for the renewal term be the same
         as the rate during the last 12-month period of the primary Lease Term.

     b.  Tenant shall, within thirty (30) days following receipt of the Rent
         Notice, notify Landlord in writing that Tenant:

(i)      Accepts the proposed rate:

(ii)     Rejects the proposed rate and declines to renew the Lease;

(iii)    Rejects the proposed rate, but desires arbitration.

         If Tenant does not give any notice within said 30-day period, then
         Tenant shall be deemed to have accepted the proposed rate as stated in
         the Rent Notice. If Tenant rejects the proposed rate and declines to
         renew, then Tenant shall have no further option to renew the Lease. If
         Tenant rejects the proposed rate but requests arbitration, the
         arbitration shall be conducted in accordance with Subparagraph C of
         this section of the Addendum to Lease. If Tenant requests arbitration,
         Tenant shall be deemed to have renewed the term regardless of the
         results of the arbitration.

     c.  If Tenant gives notice that it rejects the proposed rate state in the
         Rent Notice but desires arbitration, then the parties shall mutually
         submit the matter to bonding arbitration in accordance with the rules
         of the American Arbitration Association, Minneapolis office. The rental
         rate shall be the rate determined by the arbitrator, who shall be
         either a qualified MAI appraiser with at least five (5) years of
         commercial appraisal experience in the Minneapolis-St. Paul area, or an
         attorney or other real estate professional acceptable to both parties.
         In no event shall the rate be

<PAGE>

         more than the amount stated in the Rent Notice, nor shall the rate be
         less than the rate as set forth in Exhibit C as the rate during the
         last twelve (12) month period of the primary term of this Lease.

     d.  The rental rate shall be the current market rate as of the first year
         of the renewal term and shall be the amount for which a willing
         Landlord would lease the Premises or comparable space to a willing and
         credit-worthy tenant on the same terms and conditions as this Lease,
         apart from the rental rate, and may include annual increases.

2.       OPTION TO EXPAND

     Absent any default in the Lease by Tenant, Landlord will provide Tenant
     with the "right of first offer" on any space contiguous to Tenant's space
     that becomes available during the term of Tenant's Lease subject to the
     following terms and conditions:

a.       Landlord will notify Tenant in writing of what contiguous space is
         becoming available no more than one hundred eighty (180) days and no
         less than thirty (30) days prior to the anticipated date that the
         contiguous space is becoming available.

b.       Tenant will, within fifteen (15) business days of Landlord's notice,
         advise Landlord in writing of Tenant's intent to lease and shall
         specify exactly how much space Tenant so desires. Any failure to notify
         Landlord shall be deemed a waiver by the Tenant of its rights to lease
         said space.

c.       Tenant must have at least five (5) years remaining on its Base Lease in
         order to exercise its right of first offer. If at the time Tenant
         desires to exercise its right, and there are less than five (5) years
         remaining on its Base Lease, then Tenant may, in conjunction with the
         taking of additional space, extend its Base Lease such that it will
         then have five (5) years remaining. The Base Lease Rate for the
         extended term will be determined in the same manner as it would be if
         Tenant had exercised its Option to Renew as set forth in Paragraph 1
         above.

d.       The additional space will be added to Tenant's existing Lease under the
         same terms and conditions as the existing Lease.

e.       Tenant agrees to provide Landlord with an acceptable Space Plan for the
         expansion space within fifteen (15) days after notifying Landlord of
         its intent to lease said space. Landlord shall have a minimum of thirty
         (30) days to construct the space to Tenant's specification and the
         space shall be added to Premises immediately upon its completion.

f.       All costs incurred in improving the expansion space shall be paid
         by the Tenant.

3.   Landlord will agree that the following companies be excluded from becoming
     tenants or subtenants in the building:

     -    Stop and Shop
     -    Homeruns
     -    Peapod
     -    Shoplink
     -    Hannaford's
     -    Life Simple

                                       2
<PAGE>

     Any other companies in the online grocery industry that compete with Tenant
     as well as companies that may pose an environmental risk to the building
     and the operations of the Tenant.

4.   Tenant shall be permitted to take occupancy on or about May 1, 2000. The
     Tenant, however, will be required to pay all operating expenses and taxes
     during the early move-in period. The first monthly rent payment will be due
     to Landlord on the Commencement Date.








                                       3
<PAGE>

WISPARK
CORPORATION                                                      (651) 405-8050
860 Blue Gentian Road, Suite 175, Eagan, MN 55121           Fax: (651) 406-8170

April 14, 2000

Mr. James Thompson, VP of Development
Streamline.com, Inc.
27 Dartmouth Street
Westwood, MA  02090


         RE: LEASE AGREEMENT BETWEEN WISPARK CORPORATION AND STREAMLINE.COM,
             INC. WISPARK DISTRIBUTION CENTER AT SHAKOPEE SHAKOPEE, MN

Dear Jim:

Pursuant to our telephone conversation of this date, this letter is to set forth
our agreement for the funding of the improvement costs set forth in Exhibit A
attached hereto.

WISPARK will sign a contract for the improvements with Amcon Construction in the
amount of $1,708,667 pursuant to the schedule attached hereto. This schedule is
based upon the approved plans and specifications dated 3/20/00. WISPARK will
provide $800,000 toward the payment of the costs with the remaining $908,667 to
be paid by Streamline.com as follows:

1)       $400,000 will be deposited on or before 4/19/00 into an interest escrow
         bearing account with First American Title Insurance Company to be
         disbursed pursuant to the attached Disbursement Agreement. All interest
         will accrue to the benefit of Streamline.com. The $400,000 will be
         disbursed for the final $400,000 of work pursuant to the contract.

2)       Streamline and WISPARK will fund to First American Title Insurance
         Company their proportionate shares (40% and 60% respectively) of each
         payment request on a monthly progress payment basis (payable on a net
         30-day basis), until Streamline's additional $508,667 is paid. These
         funds will be disbursed through First American Title Insurance Company
         pursuant to the Disbursing Agreement attached.

3)       As consideration for WISPARK's agreement to increase its allowance from
         $689,765 to $800,000, Streamline agrees to increase its Base Rent
         pursuant to the Revised Exhibit C attached hereto.

If this agreement is acceptable to you, please so indicate by signing below and
initialing your approval on the three attachments (Cost Schedule, Disbursing
Agreement, and Revised Exhibit C).

Please call me if you have any problems or questions concerning this matter.

Sincerely,

WISPARK CORPORATION
   /s/ Gregory S. Miller
Gregory S. Miller, CCIM, CPM
VP/Regional Director

/kjr
cc:      Greg Ambro
         Richard Toelke
         Steve Lysen
         Jim DePietro

                                   AGREED & ACCEPTED this 20 day of April, 2000

                                   By: /s/ J. Gregory Ambro
                                       ----------------------------------------
                                            J. Gregory Ambro
                                       Print Name
                                                Its: SVP-CFO
                                       ----------------------------------------
<PAGE>

                                   - REVISED -
                                    EXHIBIT C

                         MONTHLY RENT PAYMENT SCHEDULES

                                    BASE RENT
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------
          LEASE YEAR                        PER SF                         ANNUAL                         MONTHLY
-----------------------------------------------------------------------------------------------------------------------------
<S>            <C>                           <C>                         <C>                            <C>
               1                             $4.72                       $509,240.28                    $42,436.69
-----------------------------------------------------------------------------------------------------------------------------
               2                             $4.72                       $509,240.28                    $42,436.69
-----------------------------------------------------------------------------------------------------------------------------
               3                             $4.72                       $509,240.28                    $42,436.69
-----------------------------------------------------------------------------------------------------------------------------
               4                             $4.72                       $509,240.28                    $42,436.69
-----------------------------------------------------------------------------------------------------------------------------
               5                             $4.72                       $509,240.28                    $42,436.69
-----------------------------------------------------------------------------------------------------------------------------
               6                             $5.42                       $584,809.56                    $48,734.13
-----------------------------------------------------------------------------------------------------------------------------
               7                             $5.42                       $584,809.56                    $48,734.13
-----------------------------------------------------------------------------------------------------------------------------
               8                             $5.42                       $584,809.56                    $48,734.13
-----------------------------------------------------------------------------------------------------------------------------
               9                             $5.42                       $584,809.56                    $48,734.13
-----------------------------------------------------------------------------------------------------------------------------
              10                             $5.42                       $584,809.56                    $48,734.13
----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
                                           ESTIMATED TAXES AND OPERATING EXPENSES*
---------------------------------------------------------------------------------------------- ------------------------------

-----------------------------------------------------------------------------------------------------------------------------
             YEAR                            TAXES                   OPERATING EXPENSES               ANNUAL PAYMENT
-----------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------
             2000                            $ .20                          $.50                        $ 75,567.10
-----------------------------------------------------------------------------------------------------------------------------
             2001                            $ .30                          $.55                        $ 91,760.05
-----------------------------------------------------------------------------------------------------------------------------
             2002                            $1.50                          $.60                        $226,701.30
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

2-3% increases are estimated per year for years 4-10.

*Tax and operating expense figures are only estimates. Landlord will not be held
responsible for accuracy of these figures.