FIRST INDUSTRIAL, L.P.
                    STANDARD FORM - INDUSTRIAL BUILDING LEASE
                           (Triple Net/Single Tenant)

Section 1:  BASIC TERMS

     This Section 1 contains the Basic Terms of this Lease between  Landlord and
Tenant,  named below.  Other Sections of the Lease referred to in this Section 1
explain  and define the Basic Terms and are to be read in  conjunction  with the
Basic Terms.

     1.1  Date of Lease:

     1.2  Landlord: First Industrial, L.P., a Delaware limited partnership

     1.3  Tenant: Sparta Foods, Inc.

     1.4  Premises:  See Exhibit "A"  consisting of 112,082 sq. ft.,  subject to
          verification by Tenant prior to the lease commencement date.

     1.5  Lease Term:  Fifteen (15) years Zero (0) months  ("Term"),  commencing
          September  1, 1997  ("Commencement  Date") and ending  August 31, 2012
          ("Expiration Date").

     1.6  Permitted Uses: (See Section 4) General office/production/warehouse

     1.7  Tenant's Guarantor: (if none, so state) None

     1.8  Brokers: (See Section 22; if none, so state)
         (A)  Tenant's Broker:  None
         (B)  Landlord's Broker:  Michael Stephens, First Industrial &
              Bob Atkinson, Robert C. Atkinson, Inc.

     1.9  Security Deposit: (See Section 4) None

     1.10 Rent Payable by Tenant: See Exhibit "B"

     1.11 Riders to Lease:  The following riders are attached to and made a part
          of  this   Lease.   (If   none,   so   state)   See   Section   25.15.

Section 2:  LEASE OF PREMISES;  RENT

     2.1 Lease of Premises for Lease Term.  Landlord  hereby leases the Premises
to Tenant, and Tenant hereby rents the Premises from Landlord,  for the Term and
subject to the  conditions of this Lease.  Landlord  warrants to Tenant that, to
the best of the actual  knowledge of Landlord,  as of the date that Tenant takes
possession  of the  Premises,  the  Premises  shall  be in  compliance  with all
applicable codes,  laws and ordinances  relating to the Premise and the building
systems are in good  working  order and  condition as of the date of this Lease.
Landlord and Tenant  shall  conduct an joint  inspection  of the Premises on the
date that the Premises is delivered to Tenant. If such inspection shall disclose
that any of the building  systems are not in good working  order and  condition,
Landlord  shall  cause  the  same  to be put  into  such  condition  as  soon as
reasonably possible,  at Landlord's expense. In addition,  the Premises shall be
delivered to Tenant by Landlord in a "broom clean" condition.
<PAGE>

     2.2 Types of Rental  Payments.  Tenant shall pay rents of (a) net base rent
payable in monthly installments as set forth in Exhibit "B" attached hereto (the
"Net Base Rent"), in advance,  on the first day of each and every calendar month
during the term of this Lease; (b) except as provided herein all costs, expenses
and charges of every nature  relating to, or incurred in  connection  with,  the
ownership and operation of the Premises and that are  attributable to, or become
due, during the Term ("Additional  Rent"); and (c) in the event that any monthly
installment  of Net Base Rent is not paid  within ten (10) days of the date when
due,  a  late  charge  in  an  amount  equal  to  three   percent  (3%)  of  the
then-delinquent  installment of Net Base Rent (the "Late  Charge";  the Net Base
Rent,  Additional  Rent and Late  Charge  shall  collectively  be referred to as
"Rent").  All Rent shall be paid to Landlord c/o First Industrial,  L.P., PO Box
75631,  Chicago, IL 60675-5631 (or to such other entity designated as Landlord's
management  agent, if any, and if Landlord so appoints such a management  agent,
the "Agent"),  or pursuant to such other  directions as Landlord shall designate
in this Lease or otherwise.

     2.3  Covenants  Concerning  Rental  Payments.  Tenant  shall  pay the  Rent
promptly  when due,  without  notice  or  demand,  and  without  any  abatement,
deduction  or setoff,  except as may  otherwise be  expressly  and  specifically
provided in this Lease. No payment by Tenant,  or receipt or acceptance by Agent
or  Landlord,  of a lesser  amount than the  correct  Rent shall be deemed to be
other than a payment on account,  nor shall any  endorsement or statement on any
check or letter  accompanying  any payment be deemed an accord or  satisfaction,
and Agent or Landlord may accept such payment without  prejudice to its right to
recover the balance due or to pursue any other remedy available to Landlord.  If
the  Commencement  Date  occurs on a day other  than the first day of a calendar
month,   the  Rent  due  for  the  partial  calendar  months  occurring  at  the
commencement  and the  expiration  of the Term shall be  prorated  on a per diem
basis.  It is  intended  that  the  Rent  provided  in this  Lease  shall  be an
absolutely  net  return to  Landlord  throughout  the Term and any  renewals  or
extensions thereof, except as provided herein.

Section 3:  TAXES AND ASSESSMENTS; ASSOCIATION DUES

     3.1 Taxes.  Tenant agrees to pay as "Additional  Rent" for the Premises (i)
all governmental taxes,  assessments,  fees, penalties and charges of every kind
or  nature  (other  than  Landlord's  income  taxes,  estate  tax,   succession,
inheritance or other transfer tax or corporate  franchise tax), whether general,
special, ordinary or extraordinary, due and payable at any time, or from time to
time,  during  the Term  and any  extensions  thereof,  in  connection  with the
ownership,  leasing or operation of the Premises or of the personal property and
equipment  located  therein or in connection  therewith (the "Taxes").  All such
Taxes shall be paid by Tenant before they become  delinquent.  The Taxes for the
first and last years of the Term and any extension thereof will be appropriately
prorated.  If any special assessments levied against the Premises are payable in
installments,  Tenant shall be responsible only for those  installments that are
attributable  to the period  during which Tenant has  possession of the Premises
and such  installments  shall be paid over the  longest  allowable  period.  For
purposes  hereof,  Taxes for any year shall be Taxes that are due for payment or
paid in that  year,  rather  than taxes  that are  assessed  or become a lien or
accrue during such year. If at any time during the Term, the methods of taxation
prevailing  on the date hereof shall be altered,  such  additional or substitute
tax,  assessment,  levy,  charge or  imposition  shall be deemed to be  included
within the term "Taxes" for the purposes hereof.

Section 4:  USE OF PREMISES;  SECURITY DEPOSIT

     4.1 Use of Premises.  The  Premises  shall be used for the  purpose(s)  set
forth in Section 1.6 above and for no other  purpose  whatsoever.  Tenant  shall
not, at any time,  use or occupy,  or suffer or permit  anyone to use or occupy,
the Premises, or do or permit anything to be done in the Premises, in any manner
that may (a) violate any  Certificate of Occupancy for the Premises;  (b) cause,
or be liable to cause,  injury to the Premises or any  equipment,  facilities or
systems therein;  (c) constitute a violation of the laws and requirements of any
public authority or the requirements of insurance bodies or the reasonable rules
and regulations of the Premises; and (d) impair or tend to impair the proper and
economic maintenance,  operation,  and repair of the Premises and its equipment,
facilities or systems.
<PAGE>

     4.2  Signage.  Tenant  shall not affix any sign of any size or character to
any portion of the Premises  without prior written  approval of Landlord,  which
approval shall not be unreasonably withheld or delayed.  Tenant shall remove all
signs of Tenant upon the  expiration  or earlier  termination  of this Lease and
immediately repair any damage to the Premises caused by, or resulting from, such
removal.

Section 5:  CONDITION AND DELIVERY OF PREMISES

     5.1  Condition  of  Premises.  Except as provided  herein,  Landlord  shall
deliver  the  Premises  to Tenant  "broom-clean."  Tenant  agrees that Tenant is
familiar  with the  condition of the  Premises,  and Tenant  hereby  accepts the
Premises on an "AS-IS,"  "WHERE-IS"  basis.  Except as provided  herein,  tenant
acknowledges that neither Landlord nor Agent nor any  representative of Landlord
has  made  any  representation  as to  the  condition  of  the  Premises  or the
suitability  of the  Premises  for  Tenant's  intended  use.  Except as provided
herein,  tenant  represents and warrants that Tenant has made its own inspection
of the  Premises  and is not  relying on any  representation  of  Landlord  with
respect  thereto.  Neither  Landlord  nor Agent shall be  obligated  to make any
repairs,  replacements  or  improvements  of any kind or nature to the  Premises
(whether  structural or  nonstructural  and whether or not involving the roof of
the Building,  the Building's HVAC (defined below) system, the Premises' parking
lot,  or any  other  component  of  the  Premises)  in  connection  with,  or in
consideration of, this Lease, except (a) as set forth in Section 17 and (b) with
respect to any repairs and improvements  expressly and specifically described in
Exhibit "C" attached hereto ("Work Items"),  which items Landlord shall complete
at its sole cost and expense prior to the  Commencement  Date to the  reasonable
satisfaction  of  Tenant  and (c) as set  forth in  Paragraph  F of  Exhibit  F.
Landlord agrees to enforce,  or cause Agent to enforce,  upon Tenant's  request,
all manufacturer's or contractor's warranties,  if any, given in connection with
the Work Items.

     5.2  Delay in  Commencement.  Landlord  shall  not be  liable  to Tenant if
Landlord  does  not  deliver  possession  of  the  Premises  to  Tenant  on  the
Commencement  Date. The  obligations of Tenant under the Lease shall not thereby
be affected,  except that the Commencement  Date shall be delayed until Landlord
delivers  possession  of the  Premises  to  Tenant,  and the Lease Term shall be
extended  by a period  equal to the  number  of days of  delay  in  delivery  of
possession of the Premises to Tenant,  plus the number of days  necessary to end
the Lease Term on the last day of a month. Notwithstanding anything contained in
this Section 5.2 to the contrary,  in the event that  Landlord  fails to deliver
possession  of the Premises to Tenant in the  condition  required  herein,  with
Landlord's Improvements  substantially completed, on or before the date which is
sixty (60) days after the scheduled  Commencement  Date,  then Tenant shall have
the right,  as its sole remedy  therefor,  to terminate  this Lease ab initio by
giving  written notice of such  termination at any time  thereafter and prior to
the date on which such  possession is actually  delivered to Tenant by Landlord;
provided,  however,  that such sixty (60) day period  shall be extended  for any
delays which may be caused by the action or inaction of Tenant, or acts of God.
<PAGE>

Section 6: SUBORDINATION; NOTICES TO SUPERIOR LESSORS AND MORTGAGEES; ATTORNMENT

     6.1 Subordination of Lease. This Lease, and all rights of Tenant hereunder,
are  subject  and  subordinate  to all  ground  leases  of the  Premises  now or
hereafter existing and to all mortgages or trust deeds or deeds of trust (all of
which are hereafter  referred to collectively as  "Mortgages"),  that may now or
hereafter  affect or encumber all or any portion of  Landlord's  interest in the
Premises.  This subordination  shall apply to each and every advance made, or to
be made, under such Mortgages; to all renewals, modifications,  replacements and
extensions of such  Mortgages;  and to "spreaders"  and  consolidations  of such
Mortgages. This Section 6.1 shall be self-operative and no further instrument of
subordination shall be required; however, in confirmation of such subordination,
Tenant shall from time to time execute,  acknowledge  and deliver any instrument
that Landlord may from time to time  reasonably  require in order to evidence or
confirm such subordination.  If Tenant fails to execute,  acknowledge or deliver
any such instrument within twenty (20) days after request  therefor,  and Tenant
fails to  notify  Landlord  within  such  twenty  (20) day  period  of when such
delivery  will be made,  Tenant  hereby  irrevocably  constitutes  and  appoints
Landlord as Tenant's  attorney-in-fact,  which  appointment  is coupled  with an
interest,  to execute  and  deliver  any such  instruments  for and on behalf of
Tenant.  Tenant  acknowledges that this Lease has been (and, in the future,  may
be) assigned by Landlord to a Superior  Mortgagee  (defined below) as additional
collateral  security  for the loans  secured by the Superior  Mortgage  (defined
below) held by such Superior Mortgagee.  Any ground lease to which this Lease is
subject and  subordinate is hereinafter  referred to as a "Superior  Lease," the
lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor,"
and the lessee thereunder,  a "Superior Lessee";  and any Mortgage to which this
Lease is subject  and  subordinate  is  hereinafter  referred  to as a "Superior
Mortgage," and the holder of a Superior Mortgage is hereinafter referred to as a
"Superior  Mortgagee."  Notwithstanding  the  foregoing,  this Lease may be made
senior  to the  lien of any  Superior  Mortgage,  if and  only  if the  Superior
Mortgagee  thereunder so requests.  Notwithstanding  the  foregoing,  so long as
Tenant is not in default hereunder, Tenant's possession of the Premises pursuant
to the terms of this Lease shall not be disturbed.

     6.2 Notice in the Event of Default.  In the event that Landlord breaches or
otherwise  fails to timely  perform  any of its  obligations  under this  Lease,
Tenant shall give written  notice of such alleged  breach or default to Landlord
and to each Superior  Mortgagee and Superior Lessor whose name and address shall
previously have been furnished,  in writing, to Tenant,  whereupon any or all of
Landlord,  a Superior  Mortgagee or Superior Landlord or may remedy or cure such
breach or default within thirty (30) days following the giving of such notice or
immediately in the event of an emergency;  provided,  however,  that said thirty
(30)-day  cure  period  shall be  automatically  extended  in the event that the
breach or default  cannot,  by its nature,  be cured within thirty (30) days and
one or more of  Landlord,  the  Superior  Mortgagee  or the  Superior  Lessor is
diligently proceeding to cure said default.  Landlord warrants and represents to
Tenant  that as of the  date  hereof  there  are no  Mortgages  encumbering  the
Premises or Landlord's  interest  therein.  In the event that the obligations of
the  Landlord  under this Lease are not  performed  by  Landlord,  any  Superior
Mortgagee  or any  Superior  Lessor  within the time  limits  specified  in this
Section  6.2,  then Tenant,  at its option,  and in addition to any other remedy
which  Tenant  may have at law or in  equity,  upon  written  notice  thereof to
Landlord and each Superior  Mortgagee and Superior Lessor,  shall have the right
to  perform  such   obligations  and  to  charge  Landlord  for  all  reasonable
out-of-pocket  expenses incurred by Tenant in so doing; and, so long as there is
not any Superior  Mortgagee or Superior Lessor then existing,  and Tenant is not
in default  itself under this Lease,  Tenant shall have the right to deduct such
expenses from the rental payments next due to Landlord under this Lease.
<PAGE>

     6.3 Successor Landlord.  If any Superior Lessor or Superior Mortgagee shall
succeed to the rights of Landlord hereunder,  then, at the request of such party
(hereinafter  referred to as "Successor  Landlord"),  Tenant shall attorn to and
recognize  each  Successor  Landlord as Tenant's  landlord  under this Lease and
shall promptly  execute and deliver any instrument  such Successor  Landlord may
reasonably   request  to  further  evidence  such   attornment.   Tenant  hereby
acknowledges that in the event of such succession,  then from and after the date
on which the Successor  Landlord  acquires  Landlord's rights and interest under
this Lease (the "Succession  Date"), the rights and remedies available to Tenant
under this Lease with respect to any obligations of any Successor Landlord shall
be limited to the equity interest of the Successor Landlord in the Premises; and
the Successor  Landlord shall not (a) be liable for any act, omission or default
of  Landlord or other  prior  lessor  under this Lease if and to the extent that
such act,  omission  or default  occurs  prior to the  Succession  Date;  (b) be
required  to pay any  amounts  to  Tenant  that are due and  payable,  under the
express terms of this Lease,  prior to the Succession Date.  Additionally,  from
and after the Succession Date,  Tenant's  obligation to pay Rent (as provided in
Sections  2 and 3 hereof)  shall not be  subject  to any  abatement,  deduction,
set-off or counterclaim  against the Successor  Landlord that arises as a result
of, or due to, a default of  Landlord or any other  lessor that occurs  prior to
the  Succession  Date.  Moreover,  no Successor  Landlord  shall be bound by any
advance  payments  of Rent  made  prior  to the  calendar  month  in  which  the
Succession Date occurs,  nor by any Security that is not actually  delivered to,
and received by, the Successor Landlord.

Section 7:  QUIET ENJOYMENT

     Subject to the provisions of this Lease,  so long as Tenant pays all of the
Rent and performs all of its other  obligations  hereunder,  Tenant shall not be
disturbed in its  possession of the Premises  pursuant to the terms of the Lease
by  Landlord,  Agent or any other  person  lawfully  claiming  through  or under
Landlord.  This covenant shall be construed as a covenant  running with the land
of the Premises and is not a personal covenant of Landlord.

Section 8:  ASSIGNMENT, SUBLETTING AND MORTGAGING

     8.1 Prohibition. Tenant acknowledges that this Lease and the Rent due under
this Lease have been agreed to by Landlord in reliance upon Tenant's  reputation
and  creditworthiness and upon the continued operation of the Premises by Tenant
for the  particular  use set forth in Section 4 above;  therefore,  Tenant shall
not, whether  voluntarily,  or by operation of law, or otherwise:  (a) assign or
otherwise  transfer this Lease; (b) sublet the Premises or any part thereof,  or
allow  the same to be used or  occupied  by anyone  other  than  Tenant;  or (c)
mortgage, pledge, encumber, or otherwise hypothecate this Lease or the Premises,
in any manner  whatsoever,  without in each instance obtaining the prior written
consent  of  Landlord,  which  consent  shall not be  unreasonably  withheld  or
delayed. Any purported assignment,  mortgage,  transfer, pledge or sublease made
without the prior written  consent of Landlord shall be absolutely null and void
and of no legal force or effect.  No assignment of this Lease shall be effective
and valid  unless and until the  assignee  executes and delivers to Landlord any
and all  documentation  reasonably  required  by  Landlord  in order to evidence
assignee's  assumption of all  obligations of Tenant  hereunder.  Any consent by
Landlord to a particular  assignment,  sublease or mortgage shall not constitute
consent or approval of any  subsequent  assignment,  sublease or  mortgage,  and
Landlord's written approval shall be required in all such instances. Any consent
by Landlord to any  assignment or sublease shall not be deemed to release Tenant
from  its  obligation  hereunder  and  Tenant  shall  remain  fully  liable  for
performance of all obligations under this Lease. Any violation of the provisions
of this Section 8.1 shall constitute a default under this Lease.
<PAGE>

     8.2 Rights of Landlord.  If this Lease is assigned,  or if the Premises (or
any part  thereof)  are sublet or used or occupied by anyone  other than Tenant,
whether  or not in  violation  of this  Lease,  Landlord  or Agent may  (without
prejudice  to,  or  waiver  of its  rights),  collect  rent  from the  assignee,
subtenant or occupant.  Landlord or Agent may apply the net amount  collected to
the Rent herein  reserved,  but no such  assignment,  subletting,  occupancy  or
collection  shall be deemed a waiver of any of the provisions of this Section 8.
With respect to the allocable  portion of the Premises sublet, in the event that
the total rent and any other considerations  (whether cash or non-cash) received
under any sublease by Tenant,  less the reasonable  out-of-pocket costs incurred
by Tenant in procuring such sublease, is greater than the total Rent required to
be paid,  from time to time,  under this Lease,  Tenant shall pay to Agent fifty
percent  (50%) of such excess as  received  from any  subtenant  and such amount
shall be deemed a component of the Additional Rent due under this Lease.

     8.3 Permitted Transfers.  The provisions of Section 8.1(a) shall apply to a
transfer of a majority of the voting  stock of Tenant or to any other  change in
voting  control of Tenant (if Tenant is a  corporation),  or to a transfer  of a
majority of the general partnership interests in Tenant or managerial control of
Tenant (if Tenant is a partnership),  or to any comparable transaction involving
any  other  form of  business  entity,  whether  effectuated  in one (1) or more
transactions,  as if such transfer  were an  assignment of this Lease;  but said
provisions  shall not apply to a transfer  to a  corporation  into or with which
Tenant is merged or  consolidated,  or to which  substantially  all of  Tenant's
assets are transferred,  or to any corporation that controls or is controlled by
Tenant,  or is under common control with Tenant,  provided in any of such events
(a) the  successor  to  Tenant  has a net worth  (computed  in  accordance  with
generally accepted accounting principles),  at least equal to the greater of (i)
the net worth of  Tenant  immediately  prior to such  merger,  consolidation  or
transfer or (ii) the net worth of Tenant on the date of this Lease and (b) proof
satisfactory to Landlord of such net worth shall have been delivered to Landlord
at least ten (10) days prior to the effective date of any such transaction.  Any
such  permitted  transferee  shall  execute and deliver to Landlord  any and all
documentation  reasonably  required by Landlord in order to evidence  assignee's
assumption of all obligations of Tenant hereunder.

Section 9:  COMPLIANCE WITH LAWS

     If any license or permit is required  for the conduct of Tenant's  business
in the Premises, Tenant, at its expense, shall procure such license prior to the
Commencement Date, and shall maintain in good standing and renew such license or
permit. Tenant shall give prompt notice to Landlord of any notice it receives of
the violation of any law or requirement of any  governmental  or  administrative
authority with respect to the Premises or the use or occupation thereof.  Tenant
shall,  at  Tenant's  expense,  comply  with all laws  and  requirements  of any
governmental  or  administrative  authorities  that impose any duty on Landlord,
Agent or Tenant arising from Tenant's actions regarding its business  operations
or use of the  Premises,  and Tenant shall pay all  expenses,  fines and damages
that are  imposed  upon any or all of  Landlord,  Agent,  any  Superior  Lessee,
Superior  Lessor or  Superior  Mortgagee,  by reason or arising  out of Tenant's
failure to fully and  promptly  comply with and observe the  provisions  of this
Section.

Section 10:  INSURANCE

     10.1 Tenant Activities.  Tenant shall not violate,  or permit the violation
of, any reasonable  condition  imposed by any insurance policy issued in respect
of the  Premises  and shall not do, or permit  anything  to be done,  or keep or
permit anything to be kept in the Premises,  that would:  (a) subject any or all
of Landlord,  Agent,  any Superior  Lessor,  any Superior Lessee or any Superior
Mortgagee to any  liability or  responsibility  for personal  injury or death or
property damage; (b) result in insurance  companies of good standing refusing to
insure (or imposing  special  conditions on insuring) any or all of the Premises
or the property therein, in amounts reasonably  satisfactory to Landlord; or (c)
result in the  cancellation  of (or the assertion of any defense by the insurer,
in whole or in part,  to claims  under) any policy of insurance  with respect to
any or all of the Premises or the property therein.
<PAGE>

     10.2 Insurance to be Maintained by Tenant.  Tenant shall,  at its sole cost
and expense,  at all times during the Term (and any extensions  thereof)  obtain
and pay for and  maintain  in full  force and  effect  the  insurance  policy or
policies  described in Exhibit D attached hereto.  Certificates of all insurance
policies required pursuant to this Lease (or certificates  thereof,  in form and
substance acceptable to Landlord),  shall be delivered to Landlord not less than
ten (10) days prior to the  Commencement  Date.  If Tenant  fails to submit such
policies or  certificates  to Landlord  within the specified  time, or otherwise
fails to obtain and maintain  insurance coverage in accordance with this section
10.2, then Landlord,  at Landlord's sole option,  upon at least twenty-four (24)
hours prior notice to Tenant,  may, but shall not be obligated to,  procure such
insurance on behalf of, and at the expense of, Tenant;  provided,  however, that
the cost of such  insurance  shall  be a market  rate.  Tenant  shall  reimburse
Landlord for such amounts upon demand,  it being  understood  that any such sums
for which Tenant is required to reimburse  Landlord shall constitute  Additional
Rent.

     10.3 Waiver of Right of Recovery.  None of Landlord,  Agent or Tenant shall
be liable to one another [or to any insurance  company (by way of subrogation of
otherwise) insuring any such party] for any loss or damage to the Premises,  the
structure of the buildings  located thereon,  other tangible property located on
the  Premises,  or any  resulting  loss of  income,  or  losses  under  workers'
compensation laws and benefits,  despite the fact that such loss or damage might
have been  occasioned by the negligence or misconduct of such party,  its agents
or  employees,  provided and to the extent that any such loss or damage would be
covered by insurance  that the party  suffering the loss is required to maintain
or does maintain  pursuant to the terms of this Lease.  The failure of any party
to insure its property shall not void this waiver.  Each of Landlord,  Agent and
Tenant shall  secure an  appropriate  clause in, or an  endorsement  upon,  each
insurance  policy  obtained by it and covering or applicable to the Premises and
the personal  property,  fixtures,  and  equipment  located  therein or thereon,
pursuant  to which the  insurance  company  consents  to such waiver of right of
recovery.  The waiver of right of recovery  set forth above in this Section 10.3
shall  extend to  Landlord,  Agent,  Tenant,  and their  respective  agents  and
employees,   and  each  Superior  Lessor,  Superior  Mortgagee,   and  to  other
appropriate parties designated by Landlord.

Section 11:  ALTERATIONS

     11.1  Procedural  Requirements.  Tenant  may,  from  time to  time,  at its
expense,  make  alterations or improvements in and to the Premises  (hereinafter
collectively  referred to as "Alterations"),  provided that Tenant first obtains
the  written  consent  of  Landlord  in each  instance.  Landlord's  consent  to
Alterations  shall  not  be  unreasonably  withheld,   provided  that:  (a)  the
Alterations  are  non-structural  and the  structural  integrity of the Premises
shall not be affected;  (b) the Alterations are to the interior of the Premises;
(c) the proper functioning of the mechanical,  electrical, heating, ventilating,
air-conditioning  ("HVAC"),  sanitary and other service  systems of the Premises
shall not be  affected  and the  usage of such  systems  by Tenant  shall not be
increased;  (d) Tenant  shall have  appropriate  insurance  coverage  reasonably
satisfactory  to Landlord  regarding the  performance  and  installation  of the
Alterations;  (e) the Alterations  shall conform with all other  requirements of
this Lease;  and (f) if such  alterations cost in excess of $10,000 Tenant shall
have provided Landlord with detailed plans (the "Plans") for such Alterations in
advance of requesting Landlord's consent. Additionally, if such alterations cost
in excess of  $10,000  after  obtaining  Landlord's  preliminary  consent to the
Plans, but before proceeding with any Alterations, Tenant shall, at its expense,
obtain all necessary  governmental permits and certificates for the commencement
and prosecution of Alterations and shall submit to Agent, for Landlord's written
approval,  working drawings,  plans and specifications,  and all permits for the
work to be done and Tenant shall not proceed with such Alterations  until it has
received said approval which consent shall not be unreasonably withheld. If such
alterations  cost in excess of $10,000  Tenant shall obtain and deliver to Agent
(if so  requested)  either  (i) a  performance  bond and a labor  and  materials
payment bond in form  satisfactory  to Landlord,  each in an amount equal to one
hundred fifteen percent (115%) of the estimated cost of the Alterations, or (ii)
such other  security as shall be  reasonably  satisfactory  to  Landlord.  After
obtaining Landlord's approval to the Alterations,  Tenant shall give Landlord at
least  twenty  (20)  days  prior  written  notice  of  the  commencement  of any
Alterations  at the Premises,  and Landlord may elect to record and post notices
of  non-responsibility  at the Premises.  Notwithstanding the foregoing,  Tenant
shall  have the right to make  alterations  costing  less than  $10,000  without
obtaining Landlord's consent but notice is required.
<PAGE>

     11.2  Performance of Alterations.  Tenant shall cause the Alterations to be
performed in compliance with all applicable  permits,  laws and  requirements of
public  authorities,  and with  Landlord's  reasonable  rules and regulations or
other  reasonable  restrictions  that  Landlord  or  Agent  may  impose  on  the
Alterations.  Tenant shall cause the Alterations to be diligently performed in a
good and workmanlike manner, using new materials and equipment at least equal in
quality and class to the standards for the Premises  established  by Landlord or
Agent.  Alterations in excess of $10,000 shall be performed by contractors first
approved by Landlord,  and Tenant's  agents,  contractors,  workmen,  mechanics,
suppliers and invitees shall work in harmony,  and not interfere with,  Landlord
and its agents and  contractors  (if any).  Tenant  shall  obtain all  necessary
permits and certificates for final governmental  approval of the Alterations and
shall  provide  Landlord  for  alterations  in excess of $10,000 with "as built"
plans,  copies  of  all  construction   contracts,   governmental   permits  and
certificates  and  proof of  payment  for all labor  and  materials,  including,
without limitation, copies of paid invoices and final lien waivers.

     11.3 Lien  Prohibition.  Tenant shall pay when due all claims for labor and
material  furnished to the Premises in connection with the  Alterations.  Tenant
shall not permit any mechanics or materialmen's  liens to attach to the Premises
or Tenant's  leasehold estate,  subject to Tenant's right to contest the lien as
long as the lien amount is deposited with Landlord to cure the lien in case of a
loss or Tenant bonds over such lien.  Tenant, at its expense,  shall procure the
satisfaction  or discharge of record of all such liens and  encumbrances  within
fifteen (15) days after the filing thereof, subject to Tenant's right to contest
the lien as long as the lien amount is deposited  with Landlord to cure the lien
in case of a loss or Tenant bonds over such lien. In the event Tenant has not so
performed,  Landlord may, at its option, pay and discharge such liens and Tenant
shall be responsible to reimburse Landlord,  on demand, for all reasonable costs
and expenses incurred in connection therewith, together with interest thereon at
the  rate set  forth  in  Section  21.3  below,  which  expenses  shall  include
reasonable  fees of attorneys of Landlord's  choosing,  and any costs in posting
bond to effect  discharge or release of the lien as an  encumbrance  against the
Premises. Any reasonable sums due from Tenant pursuant to the preceding sentence
shall constitute Additional Rent under this Lease.

Section 12:  LANDLORD'S AND TENANT'S PROPERTY

     12.1  Landlord's  Property.  Subject to Section 12.2 below,  all  fixtures,
machinery, equipment, improvements and appurtenances attached to, or built into,
the Premises at the commencement  of, or during the Term,  whether or not placed
there by or at the  expense  of  Tenant,  shall  become and remain a part of the
Premises;  shall be deemed the property of Landlord (the "Landlord's Property"),
without  compensation  or credit to  Tenant;  and shall not be removed by Tenant
unless Landlord  requests their removal.  Further,  any personal property in the
Premises on the Commencement  Date,  movable or otherwise,  unless installed and
paid for by Tenant, shall be and shall remain the property of Landlord and shall
not be removed by Tenant.  In no event shall Tenant  remove any of the following
materials or equipment  without  Landlord's  prior  written  consent:  any power
wiring or power panels, lighting or lighting fixtures, wall or window coverings,
carpets or other floor coverings, heaters, air conditioners or any other heating
or air  conditioning  equipment,  fencing or security  gates,  or other  similar
building operating equipment and decorations.

     12.2 Tenant's Property. All movable non-structural partitions, business and
trade  fixtures,  machinery and equipment,  communications  equipment and office
equipment,  whether or not attached to, or built into,  the Premises,  which are
installed in the Premises by, or for the account of, Tenant  without  expense to
Landlord and that can be removed without structural damage to the Premises,  and
all furniture, furnishings and other articles of movable personal property owned
by Tenant and located in the Premises  (collectively,  the "Tenant's  Property")
shall be and shall remain the property of Tenant and may be removed by Tenant at
any time during the Term,  provided Tenant repairs or pays the cost of repairing
any  damage to the  Premises  resulting  from the  installation  and/or  removal
thereof.
<PAGE>

     12.3 Removal of Tenant's Property. At or before the Expiration Date, or the
date of any earlier termination,  Tenant, at its expense,  shall remove from the
Premises all of Tenant's  Property  (except such items thereof as Landlord shall
have expressly permitted, in writing, to remain, which property shall become the
property  of  Landlord),  and Tenant  shall  repair  any damage to the  Premises
resulting from any installation  and/or removal of Tenant's Property.  Any other
items  of  Tenant's  Property  that  shall  remain  in the  Premises  after  the
Expiration Date, or following an earlier termination date, may, at the option of
Landlord, be deemed to have been abandoned,  and in such case, such items may be
retained  by  Landlord  as  its  property  or be  disposed  of by  Landlord,  in
Landlord's sole and absolute discretion and without accountability,  at Tenant's
expense.  Notwithstanding the foregoing, if Tenant is in default under the terms
of this Lease, it may remove  Tenant's  Property from the Premises only upon the
express written  directions of Landlord.  Notwithstanding  anything contained in
this Section 12 to the contrary,  Landlord may not require  Tenant to remove any
of  Landlord's  Property  at or  before  the  Expiration  Date  or  any  earlier
termination  date unless  Landlord has notified Tenant at the time of Landlord's
approval  of  the  installation  and/or  construction  of  the  same  that  such
Landlord's Property may be subject to such removal requirement.

Section 13:  REPAIRS AND MAINTENANCE

     13.1 Tenant Repairs and  Maintenance.  Except as  specifically  provided in
Section  13.3  hereof and in  Paragraph F of Exhibit F attached  hereto,  Tenant
shall,  at its  expense,  throughout  the Term,  maintain and  preserve,  in the
existing  condition,  on the commencement  date, the Premises,  the fixtures and
appurtenances therein,  reasonable wear and tear excepted.  Tenant shall also be
responsible  for all structural  and  non-structural  repairs and  replacements,
interior and exterior,  ordinary and  extraordinary,  in and to the Premises and
the facilities and systems thereof (including, but not limited to, the roof, the
Premises'  parking  lot,  and the  electrical,  mechanical,  HVAC,  and plumbing
systems),  subject to  Landlord's  repair and  reimbursement  obligations  under
Section 13.3 hereof and under said  Paragraph F. Tenant shall have no obligation
to enter into a preventative maintenance and service contract for maintenance of
the HVAC systems of the Premises,  provided Tenant sends a letter to Landlord at
least once every six (6) months  during the Term  stating  that the HVAC systems
have been serviced. Without limiting the generality of the foregoing, Tenant, at
its expense,  shall promptly replace or repair all, damaged, or broken doors and
glass in and about the Premises  and floor  coverings in the Premises and repair
and maintain all sanitary and electrical  fixtures therein;  provided,  however,
that all replacement  materials and methods of replacement  shall be approved in
writing by Landlord prior to installation.  Any repairs or replacements required
to be made by Tenant to the  mechanical,  electrical,  sanitary,  HVAC, or other
systems of the Premises  that shall cost in excess of $10,000 shall be performed
by appropriately licensed contractors approved by Landlord, which approval shall
not be unreasonably  withheld. All such repairs or replacements shall be subject
to the  supervision  and  control of  Landlord  or Agent,  and all  repairs  and
replacements  shall be made with  materials of equal or better  quality than the
items being repaired or replaced.

     13.2 Tenant Equipment.  Tenant shall not place a load upon any floor of the
Premises  that  exceeds  either  the load per  square  foot that such  floor was
designed  to carry or that  which  is  allowed  by law.  Business  machines  and
mechanical equipment belonging to Tenant that cause noise or vibrations that may
be  transmitted  to the  structure  of the  Premises  to such a degree  as to be
unreasonably  disruptive shall, at Tenant's expense, be placed and maintained by
Tenant  in  settings  or  cork,  rubber  or  spring-type  vibration  eliminators
sufficient to eliminate such noise or vibration.

     13.3 Landlord's Repair Obligations.  Notwithstanding  anything contained in
this  Section  13 to  the  contrary,  Landlord  shall  be  responsible  for  all
replacements  or  improvements  to the  Premises,  the  cost  of  which  must be
capitalized  for  income  tax  purposes,  which  are  necessary  for the  proper
operation  and  maintenance  of the Premises and which are made in the last five
(5) years of the Term  ("Landlord's  Work").  Landlord's  Work  shall be made by
Landlord,  but Tenant shall  reimburse  Landlord for a portion of the reasonable
expenses  incurred by Landlord  in doing so, as  additional  rent due under this
Lease,  within thirty (30) days after Tenant's  receipt of Landlord's  statement
therefor, with Tenant's share of such expenses to be equal to a fraction thereof
in which the  numerator is the number of months  (full or partial)  remaining in
the Term as of the date  Landlord's  Work is completed  and the  denominator  of
which is the number of months in the useful life of Landlord's  Work,  according
to generally accepted accounting principals.
<PAGE>

Section 14:  UTILITIES

     14.1 Purchasing Utilities.  Tenant shall purchase all utility services from
the utility or municipality providing such service; shall provide for scavenger,
cleaning  and  extermination  services;  and  shall pay for such  services  when
payments  are due.  Tenant  shall  be  solely  responsible  for the  repair  and
maintenance of any meters necessary in connection with such services.

     14.2 Use of Electrical Energy by Tenant.  Tenant's use of electrical energy
in the  Premises  shall not, at any time,  exceed the capacity of (i) any of the
electrical  conductors and equipment in or otherwise servicing the Premises;  or
(ii) the Premises' heating, ventilating and air-conditioning ("HVAC") systems.

Section 15:  LANDLORD'S RIGHTS

     15.1 Landlord's  Rights of Access.  Upon reasonable prior notice to Tenant,
Landlord, Agent and their respective agents, employees and representatives shall
have the right to enter  and/or pass  through the  Premises at any time or times
(a) to  examine  and  inspect  the  Premises  and to  show  them to  actual  and
prospective  Superior  Parties or  prospective  purchasers  or mortgagees of the
Premises  or  providers  of  capital  to  Landlord  and its  affiliates  and all
consultants  and  advisors  relating  thereto;  and  (b) to make  such  repairs,
alterations,  additions and improvements in or to the Premises or its facilities
and  equipment  as Landlord is required or desires to make.  Landlord  and Agent
shall be allowed to take all  materials  into and upon the Premises  that may be
required in  connection  therewith,  without any liability to Tenant and without
any reduction or modification of Tenant's  covenants and obligations  hereunder.
During  the  period of six (6) months  prior to the  Expiration  Date (or at any
time, if Tenant has vacated or abandoned the Premises or is otherwise in default
under  this  Lease),  Landlord  and its  agents  may  exhibit  the  Premises  to
prospective  tenants. In the exercise of each of the foregoing rights,  Landlord
shall give Tenant  reasonable  prior notice of its entry,  except in the case of
emergency,  and Landlord shall not unreasonably interfere with Tenant's business
operations.  Nothing set forth above implies  obligations of improvement  beyond
the Work Items per Exhibit C.

     15.2 Other  Landlord  Rights.  Landlord and Agent shall have the  following
rights  exercisable,  without notice and without liability to Tenant, for damage
or injury to persons,  property or business and without being deemed an eviction
or  disturbance  of Tenant's use or possession of the Premises or giving rise to
any  claim for  setoff  or  abatement  of Rent so long as such is  performed  in
accordance with the terms of the lease: (i) to designate  and/or approve,  prior
to  installation,  all types of signs;  (ii) to sell or  otherwise  transfer the
Premises and assign and pass through all of Landlord's  obligations hereunder to
the new owner;  (iii) to have pass keys, access cards, or both, to the Premises;
and (iv) to decorate,  remodel,  repair, alter or otherwise prepare the Premises
for  reoccupancy  at any time after Tenant  vacates or abandons the Premises for
more than thirty (30)  consecutive  days or with no intention of reoccupying the
Premises.

Section 16:  NON-LIABILITY AND INDEMNIFICATION

     16.1 Non-Liability. None of Landlord, Agent, Landlord Affiliates, any other
managing  agent,  Superior  Parties,  or their  respective  affiliates,  owners,
partners,  directors,  officers,  agents and employees shall be liable to Tenant
for any loss,  injury, or damage, to Tenant or to any other person, or to its or
their property, irrespective of the cause of such injury, damage or loss, unless
caused  by, or  resulting  from,  the  negligence  of  Landlord,  Agent or their
respective agents,  servants or employees in the operation or maintenance of the
Premises  (subject,  however,  to the doctrine of comparative  negligence in the
event of negligence on the part of Tenant or any of its  contractors).  Further,
none of Landlord,  Agent, any other managing agent,  Superior Parties,  or their
respective partners,  directors,  officers, agents and employees shall be liable
(a) for any such damage  caused by other persons in, upon or about the Premises,
or caused by operations in construction  of any private,  public or quasi-public
work;  or (b) with  respect  to  matters  for  which  Landlord  is  liable,  for
consequential or indirect damages  purportedly arising out of any loss of use of
the  Premises or any  equipment  or  facilities  therein by Tenant or any person
claiming through or under Tenant.
<PAGE>

     16.2 Tenant Indemnification.  Tenant hereby indemnifies, defends, and holds
Landlord  and all  Landlord  Affiliates  harmless  from and  against any and all
claims, judgments, liens, causes of action, liabilities,  damages, costs, losses
and expenses  (including,  but not limited to reasonable legal,  engineering and
consulting fees of engineers,  attorneys and  consultants  selected by Landlord)
arising from or in connection with (a) the conduct or management of the Premises
or any business  therein,  or any work or  Alterations  done,  or any  condition
created (other than by Landlord) in or about the Premises  during either or both
of the Term and the period of time, if any, prior to the Commencement  Date that
Tenant  may have  been  given  access  to the  Premises,  including  any and all
mechanics and other liens and encumbrances;  (b) any act, omission or negligence
of Tenant or any of its  subtenants or licensees or their  partners,  directors,
officers, agents, employees,  invitees or contractors;  (c) any accident, injury
or damage whatsoever (unless caused by Landlord's  negligence)  occurring in, at
or upon the Premises; (d) any breach or default by Tenant in the full and prompt
payment and performance of Tenant's obligations under this Lease; (e) any breach
by Tenant of any of its warranties and representations under this Lease; and (f)
any  actions  necessary  to protect  Landlord's  interest  under this Lease in a
bankruptcy proceeding or other proceeding under the Bankruptcy Code. In case any
action or proceeding is brought  against  Landlord or any Landlord  Affiliate by
reason of any such claim, Tenant, upon notice from any or all of Landlord, Agent
or any  Superior  Party,  shall resist and defend such action or  proceeding  by
counsel  reasonably  satisfactory  to, or selected by, Landlord or such Superior
Lessor or Superior Mortgagee.  Landlord agrees that under no circumstances shall
Tenant be liable to Landlord or any third party for any loss or, destruction of,
damage to or storage  of any  property;  including  not  limited  to  Landlord's
Property.  With  respect to matters for which Tenant is liable under this Lease,
Tenant  shall  not  be  responsible  for   consequential   or  indirect  damages
purportedly  arising out of any loss of use of the Premises or any  equipment or
facilities therein by Landlord or any person claiming through Landlord. Tenant's
obligations  under this Section 16.2 shall survive the termination of this Lease
for any reason.

     16.3  Force  Majeure.  The  obligations  of Tenant  hereunder  shall not be
affected,  impaired or excused,  and Landlord shall have no liability whatsoever
to Tenant,  with respect to any act,  event or  circumstance  arising out of (a)
Landlord's  failure to fulfill,  or delay in fulfilling  any of its  obligations
under this Lease by reason of labor dispute, governmental preemption of property
in connection with a public emergency or shortages of fuel, supplies,  or labor,
or any other cause, whether similar or dissimilar,  beyond Landlord's reasonable
control;  or (b) any failure or defect in the supply,  quantity or  character of
utilities  furnished to the Premises,  or by reason of any  requirement,  act or
omission of any public utility or others serving the Premises beyond  Landlord's
reasonable  control.  Tenant  shall not hold  Landlord  or Agent  liable for any
latent defect in the Premises, nor shall Landlord be liable for injury or damage
to person or property  caused by fire, or theft, or resulting from the operation
of heating or air conditioning or lighting  apparatus,  or from falling plaster,
or from steam, gas, electricity,  water, rain, snow, ice, or dampness,  that may
leak or flow from any part of the  Premises,  or from the pipes,  appliances  or
plumbing  work of the same.  Tenant  agrees  that under no  circumstances  shall
Landlord  or Agent be  liable  to  Tenant  or any  third  party for any loss of,
destruction  of,  damage to or  shortage  of any  property;  including,  but not
limited to, Tenant's Property.
<PAGE>

     The obligations of Landlord  hereunder  shall not be affected,  impaired or
excused, and Tenant shall have no liability whatsoever to Landlord, with respect
to any  act,  event or  circumstance  arising  out of (a)  Tenant's  failure  to
fulfill,  or delay in  fulfilling  any of its  obligations  under  this Lease by
reason of labor dispute,  governmental preemption of property in connection with
a public emergency or shortages of fuel, supplies, or labor, or any other cause,
whether similar or dissimilar,  beyond Tenant's  reasonable  control; or (b) any
failure or defect in the supply, quantity or character of utilities furnished to
the  Premises,  or by reason on any  requirement,  act or omission of any public
utility or others  serving the  Premises  beyond  Tenant's  reasonable  control.
Landlord shall not hold Tenant liable for any defect in the Premises,  nor shall
Tenant be liable for injury or damage to person or property  caused by fire,  or
theft, or resulting from the operation  heating or air  conditioning or lighting
apparatus,  or from falling plaster,  or from steam,  gas,  electricity,  water,
rain,  snow,  ice,  or  dampness,  that  may  leak or flow  from any part of the
Premises, or from the pipes appliances or plumbing work of the same.

     16.4  Limitation  of  Liability.  Notwithstanding  anything to the contrary
contained  in this  Lease,  the  liability  of  Landlord  (and of any  Successor
Landlord  hereunder)  to Tenant  shall be limited to the interest of Landlord in
the Premises,  and Tenant  agrees to look solely to  Landlord's  interest in the
Premises for the recovery of any judgment or award  against  Landlord,  it being
intended  that  Landlord  shall not be  personally  liable for any  judgment  or
deficiency.  In addition, Tenant acknowledges that Agent is acting solely in its
capacity as agent for  Landlord  and,  shall not be liable for any  obligations,
liabilities,  losses or damages arising out of or in connection with this Lease,
all of which are expressly waived by Tenant.

     16.5 Landlord  Indemnification.  Landlord hereby  indemnifies,  defends and
holds Tenant  harmless  from and against any and all claims,  judgments,  liens,
causes of action,  liabilities,  damages,  cost, losses and expenses (including,
but not limited to reasonable legal fees) arising from or in connection with (a)
any condition  created by Landlord in or about the  Premises;  (b) any accident,
injury or damage  caused  directly by the  negligence  of Landlord or its agents
occurring in, at or upon the Premises;  (c) any breach or default by Landlord in
the full and prompt payment and performance of Landlord's obligations under this
Lease;   and  (d)  any  breach  by  Landlord  of  any  of  its   warranties   or
representations  under this Lease.  In case any action or  proceeding is brought
against  Tenant by reason of any such claim,  Landlord,  upon receipt of written
notice  demanding  the same from  Tenant,  shall exist and defend such action or
proceeding by counsel reasonably satisfactory to Tenant.  Landlord's obligations
under this  Section  16.5 shall  survive the  termination  of this Lease for any
reason.

Section 17:  DAMAGE OR DESTRUCTION

     17.1 Notification. Tenant shall give prompt notice to Landlord and Agent of
(a) any fire or other material casualty in the Premises, (b) any material damage
to, or defect in, the Premises,  for the repair of which Landlord or Agent might
be  responsible,  and  (c) any  material  damage  to or  defect  in any  part or
appurtenance  of the Premises'  sanitary,  electrical,  HVAC,  elevator or other
systems located in or passing through the Premises or any part thereof.
<PAGE>

     17.2 Repair Provisions. Subject to the provisions of Section 17.4 below, if
the  Premises  are damaged by fire or other  insured  casualty,  Landlord  shall
repair or cause Agent to repair the damage and restore and rebuild the  Premises
(except for Tenant's  Property) with reasonable  dispatch after (a) notice to it
of the damage or destruction  and (b) the  collection of the insurance  proceeds
attributable  to such damage,  and Tenant shall repair the damage to and restore
and repair  Tenant's  Property,  with  reasonable  dispatch after such damage or
destruction. Such work by Tenant shall be deemed Alterations for the purposes of
this Lease.

     17.3 Rental  Abatement.  If (a) the  Premises  are damaged by fire or other
casualty thereby causing the Premises to be inaccessible or (b) the Premises are
partially  damaged  by fire or other  casualty,  the Rent shall be abated in the
amount of any rent loss insurance  proceeds actually  collected by Landlord from
Tenant's insurer on account of such damage.

     17.4 Total Destruction.  If the Premises shall be totally destroyed by fire
or other  casualty,  or if the  Premises  shall be so  damaged  by fire or other
casualty that (in the opinion of a reputable  contractor or architect reasonably
designated  by Landlord)  (i) its repair or  restoration  requires more than one
hundred  eighty  (180)  days or (ii) such  repair or  restoration  requires  the
expenditure of more than fifty percent (50%) of the full insurable  value of the
Premises  immediately prior to the casualty or (iii) the damage is less than the
amount  stated in (ii) above,  but occurs during the last two (2) years of Lease
Term,  Landlord and Tenant  shall each have the option to  terminate  this Lease
within five (5) days after said contractor or architect  delivers written notice
of  its  opinion  to  Landlord  and  Tenant,  but  in all  events  prior  to the
commencement of any restoration of the Premises by Landlord.  In such event, the
termination  shall  be  effective  as of the  date of the  casualty.  If (A) any
Superior Party or other party  entitled to the insurance  proceeds fails to make
such proceeds  available to Landlord in an amount  sufficient for restoration of
the  Premises,  or (B) the  issuer of any  casualty  insurance  policies  on the
Premises fails to make available to Landlord sufficient proceeds for restoration
of the Premises,  then Landlord may, at Landlord's  sole option,  terminate this
Lease,  effective  as of the date of such  casualty,  by giving  Tenant  written
notice to such effect  within  thirty (30) days after the date of the  casualty.
For  purposes of this  Section  17.4 only,  "full  insurable  value"  shall mean
replacement  cost, less the cost of footings,  foundations and other  structures
below grade.

     17.5  Repair or  Restoration.  Subject to the  provisions  of Section  17.4
above,  Tenant  shall not be  entitled to  terminate  this Lease and no damages,
compensation or claim shall be payable by Landlord for purported  inconvenience,
loss of business or  annoyance  arising  from any repair or  restoration  of any
portion of the Premises  pursuant to this  Section.  Landlord or Agent shall use
its diligent, good faith efforts to make such repair or restoration promptly and
in such manner as not to unreasonably  interfere with Tenant's use and occupancy
of the  Premises,  but Landlord or Agent shall not be required to do such repair
or restoration work except during normal business hours of business days.

     17.6 Liability of Tenant.  Notwithstanding any of the foregoing  provisions
of this  Section,  if by reason of any act or  omission on the part of Tenant or
any of its subtenants or its or their partners,  directors,  officers, servants,
employees,  agents,  or  contractors,  Landlord,  any Superior  Party,  or other
appropriate  party  shall be unable to  collect  all of the  insurance  proceeds
(including, without limitation, rent insurance proceeds) applicable to damage or
destruction  of  the  Premises  by  fire  or  other  casualty  (the   "Insurance
Proceeds"),  then, without prejudice to any other remedies that may be available
against  Tenant,   there  shall  be  no  abatement  or  reduction  of  the  Rent
notwithstanding lack of usability.  Further, and to the extent that, as a result
of or due to or because  of any act or  omission  by any or all of  Tenant,  its
agents, employees, invitees and representatives, Landlord, any Superior Party or
any other appropriate party is unable to collect all of the Insurance  Proceeds,
then Tenant  shall be liable to Landlord  for the payment of an amount  equal to
that portion of the Insurance Proceeds that Landlord,  any Superior Party or any
other appropriate party is unable to collect.
<PAGE>

Section 18:  EMINENT DOMAIN

     18.1 Total Condemnation.  If, in Landlord's and Tenant's opinion, the whole
of the Premises, or if any part of the Premises that materially affects Tenant's
use and  occupancy of the  Premises,  shall be taken by  condemnation  or in any
other manner for any public or quasi-public  use or purpose,  this Lease and the
term and estate  hereby  granted  shall  terminate  as of the date of vesting of
title on such taking (herein called "Date of the Taking"), and the Rent shall be
prorated and adjusted as of such date.

     18.2 Award.  Landlord  shall be  entitled  to receive  the entire  award or
payment in connection with any taking; provided,  however, Tenant shall have the
right to  separately  pursue,  against  the  condemning  authority,  an award in
respect of the loss,  if any, to  leasehold  improvements  or other  interest of
Tenant in the Premises paid for by Tenant s well as relocation expenses, without
any credit or allowance  from  Landlord and further  provided that such separate
award does not diminish or interfere with Landlord's pursuit of its own award.

     18.3  Compensation  to Tenant for  Temporary  Use. If the  temporary use or
occupancy of all or any part of the Premises shall be taken by  condemnation  or
in any other  manner for any public or  quasi-public  use or purpose  during the
Term, Tenant shall be entitled, except as hereinafter set forth, to receive that
portion of the award or payment for such taking  which  represents  compensation
for the use and occupancy of the Premises,  for the taking of Tenant's  Property
and for moving expenses,  and Landlord shall be entitled to receive that portion
that represents  reimbursement for the cost of restoration of the Premises. This
Lease shall be and remain  unaffected by such taking,  and Tenant shall continue
to be  responsible  for  all  of  its  obligations  hereunder  insofar  as  such
obligations  are not affected by such taking and shall continue to pay, in full,
the Rent when due. If the period of  temporary  use or  occupancy  shall  extend
beyond the Expiration Date, that part of the award that represents  compensation
for the use and occupancy of the Premises (or a part thereof)  shall be prorated
between  Landlord  and Tenant so that Tenant  shall  receive so much  thereof as
represents  the period up to and  including  such  Expiration  Date and Landlord
shall  receive so much thereof as  represents  the period after such  Expiration
Date.  All  monies  paid as,  or as part  of,  an award  for  temporary  use and
occupancy for a period beyond the date to which the Rent have been paid shall be
received,  held and  applied by Landlord as a trust fund for payment of the Rent
becoming due.

     18.4  Partial or  Temporary  Taking.  Subject to the rights of any Superior
Mortgagee or Superior  Lessor,  and other parties having rights to  condemnation
proceeds,  in the event of any  taking  of less than the whole of the  Premises,
which taking does not result in termination of this Lease,  or in the event of a
taking for a temporary use or occupancy of all or any part of the  Premises,  or
other partial  taking of the Premises,  that does not result in a termination of
this Lease: (a) Landlord, at its expense, and provided that a condemnation award
or awards shall be sufficient  for the purpose,  shall  proceed with  reasonable
diligence to repair the remaining  parts of the Premises (other than those parts
of the  Premises  that are  Tenant's  Property)  to  substantially  their former
condition,  to the extent  that the same is feasible  (subject to those  changes
which  Landlord   reasonably  deems   desirable,   and  to  building  and  other
governmental  codes and  regulations)  and so as to  constitute  a complete  and
tenantable  Premises,  and (b) Tenant,  at its  expense,  and whether or not any
award  or  awards  shall be  sufficient  for the  purpose,  shall  proceed  with
reasonable  diligence to repair Tenant's  Property,  to substantially its former
condition,  to the  extent  feasible,  subject  to such  reasonable  changes  as
Landlord and Tenant shall agree upon,  in writing.  Such work by Tenant shall be
deemed  Alterations.  Furthermore,  in the  event  of a  partial  taking  of the
Premises that does not result in a termination of this Lease,  the Base Rent due
hereunder shall be reduced in a proportionate  amount, based upon the proportion
that the area that has been taken bears to the total area of the Premises.  Such
reduction  shall be effective  from the date on which the partial  taking occurs
until the date, if any, on which the partial taking  terminates and the Premises
have been restored in accordance with the terms of this Lease.
<PAGE>

Section 19:  SURRENDER AND HOLDOVER

     On the last day of the Term, or upon any earlier termination of this lease,
or upon any re-entry by Landlord  upon the  Premises,  (a) Tenant shall quit and
surrender the Premises to Landlord  "broom-clean"  and in good order,  condition
and repair,  except for ordinary wear and tear and such damage or destruction as
Landlord is required to repair or restore under this Lease, and (b) Tenant shall
remove  all of  Tenant's  Property  therefrom,  except  as  otherwise  expressly
provided in this Lease.  The  obligations  imposed under the preceding  sentence
shall survive the  termination or expiration of this Lease. If Tenant remains in
possession  after the  Expiration  Date hereof or after any earlier  termination
date of this Lease or of Tenant's right to possession  without the permission of
Landlord: (a) Tenant shall be deemed a tenant-at-will;  (b) Tenant shall pay one
hundred fifty percent  (150%) of the Rent last  prevailing  hereunder,  and also
shall pay all direct damages sustained by Landlord,  by reason of such remaining
in possession after the expiration or termination of this Lease; (c) there shall
be no  renewal  or  extension  of this Lease by  operation  of law;  and (d) the
tenancy-at-will  may be terminated  upon thirty (30) days' notice from Landlord.
The  provisions of this Section 19 shall not  constitute a waiver by Landlord of
any re-entry rights of Landlord provided hereunder or by law.

Section 20:  EVENTS OF DEFAULT

     20.1 Bankruptcy of Tenant. It shall be a default by Tenant under this Lease
if Tenant makes an assignment for the benefit of creditors, or files a voluntary
petition  under  any  state or  federal  bankruptcy  or  insolvency  law,  or an
involuntary  petition  alleging  an act of  bankruptcy  or  insolvency  is filed
against  Tenant under any state or federal  bankruptcy or insolvency  law and is
not removed within 60 days, or whenever a petition is filed by or against Tenant
under the  reorganization  provisions  of the United States  Bankruptcy  Code or
under the provisions of any law or like import,  or whenever a petition shall be
filed by Tenant under the arrangement provisions of the United States Bankruptcy
Code or  similar  law,  or  whenever a receiver  of Tenant,  or of, or for,  the
property of Tenant shall be appointed, or Tenant admits it is insolvent.

     20.2 Default  Provisions.  Each of the following shall constitute a default
by Tenant under this Lease: (a) if Tenant fails to pay Rent or any other payment
when due  hereunder  and fails to cure such  breach  within  five (5) days after
receipt of Landlord's  written  notice  thereof  (provided,  however,  that such
notice  from  Landlord  shall not be a condition  precedent  to  declaring  such
default by Tenant after  Landlord has given such notice twice in any twelve (12)
month period); or (b) if Tenant fails, whether by action or inaction,  to timely
comply with, or satisfy,  any or all of the obligations  imposed on Tenant under
this Lease for a period of thirty (30) days after Landlord's  delivery to Tenant
of written  notice of such  default  under this  subsection  20.2(b);  provided,
however,  that if the default cannot, by its nature, be cured within such thirty
(30) day period,  but Tenant  commences  and  diligently  pursues a cure of such
default  promptly within the initial thirty (30) day cure period,  then Landlord
shall not  exercise its remedies  under  Section 21 unless such default  remains
uncured  for more than sixty  (60) days after  Landlord's  initial  delivery  to
Tenant of notice of such default.

Section 21:  REMEDIES

     21.1 Landlord's  Cure Rights Upon Default of Tenant.  If Tenant defaults in
the performance of any of its obligations  under this Lease,  Landlord,  without
thereby  waiving such  default,  may (but shall not be obligated to) perform the
same for the account,  and at the expense of, Tenant,  upon  compliance with any
notice requirements and cure periods set forth in Subsection 20.2.
<PAGE>

     21.2 Landlord's Remedies.  In the event of any default by Tenant under this
Lease,  Landlord, at its option, and after the proper notice and cure period, if
any, as provided in Section 20.2 has expired,  without  further notice or demand
to Tenant,  may, in addition to all other rights and  remedies  provided in this
Lease,  or otherwise at law or in equity:  (a) terminate this Lease and Tenant's
right of possession of the Premises,  and recover all damages to which  Landlord
is entitled under law, specifically including,  without limitation,  the present
value at seven percent (7%) of the accelerated Rent  attributable to the balance
of the Term,  and all Landlord's  reasonable  expenses of reletting the Premises
(including repairs, and improvements consistent with the current use, legal fees
and brokerage  commissions less the reasonable  rental value of the Premises for
the balance of the term),  or (b) terminate  Tenant's right of possession of the
Premises without terminating this Lease; provided,  however, that Landlord shall
use its reasonable efforts, whether Landlord elects to proceed under Subsections
(a) or (b) above, to relet the Premises,  or any part thereof for the account of
Tenant,  for  such  rent and term and upon  such  terms  and  conditions  as are
acceptable  to  Landlord.  If  Landlord  shall  elect to pursue  its  rights and
remedies under  Subsection (b), then Landlord shall at any time have the further
right and remedy to rescind  such  election  and pursue its rights and  remedies
under  Subsection  (a),  including  but not limited to such time as Landlord has
obtained  a tenant  to relet  the  Premises,  which,  in  Landlord's  reasonable
judgment,  is a suitable  tenant.  For purposes of such  reletting,  Landlord is
authorized  to  decorate,  repair,  alter and improve the Premises to the extent
deemed necessary by Landlord,  in its sole and absolute discretion.  If Landlord
fails to relet the Premises or if the Premises are relet and a sufficient sum is
not realized  therefrom,  after payment of all Landlord's  expenses of reletting
(including repairs, alterations,  improvements,  additions,  decorations,  legal
fees and  brokerage  commissions),  to satisfy  the  payment,  when due, of Rent
reserved  under this Lease for any  monthly  period,  then  Tenant  shall pay to
Landlord  a sum  equal  to the  present  value  at  seven  percent  (7%)  of the
accelerated  amount of Rent due under this Lease  attributable to the balance of
the  Term,  or if the  Premises  have  been  relet,  Tenant  shall  pay any such
deficiency  monthly,  less the reasonable  rental value of the Premises over the
balance..  Tenant  agrees that Landlord may file suit to recover any sums due to
Landlord  hereunder  from  time to time and that such  suit or  recovery  of any
amount due Landlord  hereunder shall not be any defense to any subsequent action
brought for any amount not theretofore reduced to judgment in favor of Landlord.
In the event Landlord  elects,  pursuant to Subsection (b) of this Section 21.2,
to terminate Tenant's right of possession only, without  terminating this Lease,
Landlord may, at Landlord's  option,  enter into the Premises,  remove  Tenant's
Property,  Tenant's  signs and other  evidences  of  tenancy,  and take and hold
possession  thereof as provided in Section 19 hereof;  provided,  however,  that
such entry and possession  shall not terminate this Lease or release Tenant,  in
whole or in part,  from Tenant's  obligation to pay the Rent reserved  hereunder
for the full Term, or from any other  obligation of Tenant under this Lease. Any
and all property  that may be removed from the Premises by Landlord  pursuant to
the authority of the Lease or of law, to which Tenant is or may be entitled, may
be  handled,  removed or stored by  Landlord  at the risk,  cost and  expense of
Tenant,  and in no event or  circumstance  shall Landlord be responsible for the
value,  preservation or safekeeping thereof.  Tenant shall pay to Landlord, upon
demand, any and all reasonable expenses incurred in such removal and all storage
charges  against  such  property  so long as the  same  shall  be in  Landlord's
possession or under Landlord's control.  Any such property of Tenant not retaken
from  storage  by Tenant  within  thirty  (30)  days  after the end of the Term,
however  terminated,  shall be  conclusively  presumed to have been  conveyed by
Tenant  to  Landlord  under  this  Lease as in a bill of sale,  without  further
payment or credit by Landlord to Tenant.
<PAGE>

     21.3 Additional Rights of Landlord.  Any and all reasonable costs, expenses
and  disbursements,  of any kind or nature,  incurred  by  Landlord  or Agent in
connection  with the  enforcement  of any and all of the terms and provisions of
this  Lease,   including  reasonable  attorneys'  fees  (through  all  appellate
proceedings),  shall be due and payable  (as  Additional  Rent) upon  Landlord's
submission  of an invoice  therefor.  All sums  advanced by Landlord or Agent on
account of Tenant under this Section, or pursuant to any other provision of this
Lease,  and all Rent,  if  delinquent  or not paid by  Tenant  and  received  by
Landlord  when due  hereunder,  shall bear  interest at the rate of four percent
(4%) per annum  above the  "prime" or  "reference"  or "base"  rate of  interest
publicly  announced as such,  from time to time,  by The First  National Bank of
Chicago,  from the due date thereof until paid,  and such interest  shall be and
constitute  Additional  Rent and be due and payable upon  Landlord's  or Agent's
submission  of an  invoice  therefor.  Suit or suits  for the  recovery  of such
damages,  or any installments  thereof,  may be brought by Landlord from time to
time at its election,  and nothing  contained  herein shall be deemed to require
Landlord  to  postpone  suit until the  Expiration  Date,  nor limit or preclude
recovery by Landlord against Tenant of any sums or damages to which, in addition
to the damages particularly provided above, Landlord may lawfully be entitled by
reason of any default  hereunder  by Tenant.  The various  rights,  remedies and
elections of Landlord reserved, expressed or contained herein are cumulative and
no one of them  shall be deemed to be  exclusive  of the others or of such other
rights, remedies,  options or elections as are now or may hereafter be conferred
upon Landlord by law.

     21.4 Event of Bankruptcy.  In addition to, and in no way limiting the other
remedies set forth herein, Landlord and Tenant agree that if Tenant ever becomes
the  subject  of  a  voluntary  or   involuntary   bankruptcy,   reorganization,
composition, or other similar type proceeding under the federal bankruptcy laws,
as now enacted or hereinafter amended, then:

          (a) "Adequate  assurance of future  performance"  by Tenant and/or any
     assignee of Tenant  pursuant to  Bankruptcy  Code  Section 365 will include
     (but not be limited to) payment of an  additional/new  security  deposit in
     the amount of three (3) times the then-current Rent payable hereunder.

          (b) Any person or entity to which this Lease is  assigned  pursuant to
     the provisions of the Bankruptcy Code, shall be deemed, without further act
     or deed,  to have assumed all of the  obligations  of Tenant  arising under
     this Lease on and after the  effective  date of such  assignment.  Any such
     assignee shall, upon demand by Landlord, execute and deliver to Landlord an
     instrument confirming such assumption of liability.

          (c)  Notwithstanding  anything  in this  Lease  to the  contrary,  all
     amounts  payable by Tenant to or on behalf of  Landlord  under this  Lease,
     whether or not expressly denominated as "Rent", shall constitute "rent" for
     the purposes of Section 502(b)(6) of the Bankruptcy Code.

          (d) If this Lease is assigned to any person or entity  pursuant to the
     provisions  of  the   Bankruptcy   Code,   any  and  all  monies  or  other
     considerations  payable or  otherwise  to be delivered to Landlord or Agent
     (including  Rent and other  amounts  hereunder),  shall be and  remain  the
     exclusive property of Landlord and shall not constitute  property of Tenant
     or of the  bankruptcy  estate  of  Tenant.  Any and  all  monies  or  other
     considerations   constituting   Landlord's  property  under  the  preceding
     sentence  not paid or delivered to Landlord or Agent shall be held in trust
     by Tenant or Tenant's  bankruptcy  estate for the  benefit of Landlord  and
     shall be promptly paid to or turned over to Landlord.
<PAGE>

Section 22:  BROKER

     Tenant  covenants,  warrants  and  represents  that the broker set forth in
Section  1.8(A) was the only broker to represent  Tenant in the  negotiation  of
this Lease ("Tenant's Broker"). Landlord covenants, warrants and represents that
the broker set forth in Section 1.8(B) was the only broker to represent Landlord
in the negotiation of this Lease ("Landlord's Broker"). Landlord shall be solely
responsible for paying the commissions of Landlord's  Broker.  Each party agrees
to and hereby does defend,  indemnify  and hold the other  harmless  against and
from any brokerage  commissions  or finder's fees or claims  therefor by a party
(other than Tenant's Broker and Landlord's  Broker)  claiming to have dealt with
the  indemnifying  party and all costs,  expenses and  liabilities in connection
therewith,  including,  without  limitation,   reasonable  attorneys'  fees  and
expenses, for any breach of the foregoing.  The foregoing  indemnification shall
survive the termination of this Lease for any reason.

Section 23:  ESTOPPEL CERTIFICATES

     Either  party  shall,  from time to time and within ten (10) days after any
request  by either  party,  execute  and  deliver  to either  party  (and to any
existing or prospective mortgage lender,  ground lessor, or purchaser designated
by either party), a statement:  (i) certifying that this Lease is unmodified and
in full force and effect (or if there have been modifications,  that the same is
in full  force and effect as  modified  and  stating  the  modifications);  (ii)
certifying  the dates to which the Rent has been  paid;  (iii)  stating  whether
either party is in default in performance of any of its  obligations  under this
Lease, and, if so, specifying each such default;  (iv) stating whether to either
party's  knowledge  any event has occurred  which,  with the giving of notice or
passage  of  time,  or  both,  would  constitute  such a  default,  and,  if so,
specifying each such event; and (v) to either party's  knowledge stating whether
any rights of either party (e.g.,  options) have been waived. Any such statement
delivered  pursuant hereto shall be deemed a  representation  and warranty to be
relied  upon by the party  requesting  the  certificate  and by others with whom
either party may be dealing,  regardless of  independent  investigation.  Either
party  also  shall  include  in  any  such  statements  such  other  information
concerning this Lease as either party or Agent may reasonably request including,
but not  limited to, the amount of Rent under this  Lease,  and  whether  either
party has completed all (if any)  improvements  to the Premises  required  under
this Lease.

Section 24:  HAZARDOUS SUBSTANCES

     24.1 Definitions.  For purposes of this Section 24,  "hazardous  substance"
means  any  matter  regulated  under the  Resources  Conservation  Recovery  Act
("RCRA"),  42  U.S.C.  Section  6901 et seq.,  the  Comprehensive  Environmental
Response,  Compensation and Liability Act ("CERCLA"),  52 U.S.C. Section 9601 et
seq.,  applicable  state or local law, or any substance or matter giving rise to
liability  under  common law theory based on nuisance or strict  liability  (the
foregoing laws being referred to herein as "Environmental  Laws").  For purposes
of this Section 24,  "Landlord's  Environmental  Liability"  means:  any and all
losses,  liabilities,  obligations,  penalties,  claims,  fines,  lost  profits,
demands,  litigation,  defenses, costs, judgments,  suits, proceedings,  damages
(including  consequential,  punitive and exemplary  damages),  disbursements  or
expenses of any kind or nature  whatsoever  (including  attorneys' fees at trial
and appellate levels and experts' fees and  disbursements  and expenses incurred
in  investigating,   defending  against,   settling  or  prosecuting  any  suit,
<PAGE>

litigation,  claim or  proceeding)  which may at any time be either  directly or
indirectly imposed upon,  incurred by or asserted or awarded against Landlord or
any of  Landlord's  parent and  subsidiary  corporations  and their  affiliates,
shareholders,  directors,  officers, employees, and agents in connection with or
arising from: (i) any hazardous  substance  used,  exposed,  emitted,  released,
discharged,   generated,   manufactured,  sold,  transported,  handled,  stored,
treated, reused,  presented,  disposed of or recycled on, in or under all or any
portion of the Property,  or any surrounding areas; (ii) any  misrepresentation,
inaccuracy  or  breach of any  warranty,  covenant  or  agreement  contained  or
referred  to in this  Section 24;  (iii) any  violation,  liability  or claim of
violation or liability under any  Environmental  Laws; or (iv) the imposition of
any lien for damages  caused by, or the  recovery of any costs  incurred for the
cleanup of, any release or threatened release of hazardous substance.

     24.2  Prohibition.  Tenant shall not conduct or authorize  the  generation,
transportation, storage, use, treatment or disposal on or in the Premises of any
hazardous  substance  without prior  written  authorization  by Landlord,  which
authorization  may  be  given  or  withheld  in  Landlord's  sole  and  absolute
discretion,  and Tenant's  failure to comply with the provisions of this Section
24.2  shall   constitute  a  default  under  this  Lease.   No  such   purported
authorization  shall be binding on Landlord  unless  signed by Landlord  and not
solely  by  Agent.  Notwithstanding  the  preceding  sentence,  Landlord  hereby
authorizes Tenant to use and store reasonable quantities of the following in the
Premises, in accordance with all applicable laws and regulations:  paints; oils;
material utilized in printing  operations;  and materials utilized in the normal
course of Tenant's business or in repair and maintenance of the Premises.

     24.3 Permitted  Activities.  With respect to the  activities  authorized in
Section 24.2 hereof, or if Landlord expressly  authorizes Tenant, in writing, to
generate, transport, store, treat or dispose of any other hazardous substance on
the Premises:  (i) Tenant shall, at its own cost, comply with all laws (federal,
state or local) relating to hazardous substance,  including, but not limited to,
RCRA and  CERCLA;  (ii)  Tenant  shall  promptly  provide  Agent  copies  of all
communications,  permits or agreements with any governmental authority or agency
(federal,  state or  local) or any  private  entity  relating  in any way to the
presence,  release,  threat of release,  placement on or in the Premises, or the
generation,  transportation,   storage,  use,  treatment,  or  disposal  at  the
Premises, of any hazardous substance; (iii) Landlord, Agent and their respective
agents and employees  shall have the right to enter the Premises  and/or conduct
appropriate  tests for the purposes of ascertaining  Tenant  compliance with all
applicable  laws,  rules  or  permits  relating  in any way to the  presence  of
hazardous  substances  on the  Premises;  and (iv)  should  Landlord  reasonably
determine that there may be a violation of any applicable laws, rules or permits
relating in any way to the presence of hazardous  substances  on the Premises or
any portion thereof, and upon written request by Landlord or Agent, Tenant shall
provide Landlord with the results of appropriate  tests of air, water or soil to
demonstrate that Tenant complies with all such laws, rules and permits.

     24.4  Remedial  Action.  If  the  presence,  release,  threat  of  release,
placement  on or in the  Premises or any  portion  thereof,  or the  generation,
transportation,  storage,  use,  treatment,  or disposal at the  Premises or any
portion  thereof  of  any  hazardous  substance  by  Tenant  or  its  agents  or
contractors  or  their  respective  employees:   (i)  gives  rise  to  liability
(including,  but not limited to, a response action,  remedial action, or removal
action) under RCRA, CERCLA, applicable state law, or any common law theory based
on nuisance or strict  liability,  (ii) pollutes,  or threatens to pollute,  the
environment,  Tenant, at its sole cost and expense,  shall promptly take any and
all  remedial  and  removal  action  necessary  to clean up the  Premises or any
portion thereof,  and mitigate  exposure to liability arising from the hazardous
substance, regardless whether required by law.
<PAGE>

     24.5  Indemnity  and  Release.   Tenant  shall  and  does  hereby  protect,
indemnify,  defend (at trial and appellate levels and with counsel,  experts and
consultants  reasonably  acceptable  to Landlord and at Tenant's  sole cost) and
hold  Landlord and its  Affiliates  free and harmless from and against any loss,
cost or  expense  incurred  by  Landlord  and  resulting  wholly or in part from
Tenant's  breach  of  its  obligations  under  this  Section  24  (collectively,
"Tenant's Indemnification Obligations"). Nothing in this Section 24 or elsewhere
in this Lease  contained  shall obligate  Tenant to indemnify  Landlord from and
against any loss,  cost or expense  which is the direct result of the release of
any  hazardous  substance  existing  as of the date  hereof  in, on or about the
Premises, unless such release is caused in whole or in part by the negligence of
Tenant or its agents or contractors or their respective employees. The foregoing
indemnity and Tenant's other obligations under this Section 24 shall survive the
expiration or termination of this Lease for any reason.

     24.6 Landlord's  Representation  and Indemnity.  Tenant  acknowledges  that
Landlord  has obtained  that  certain  Phase I  Environmental  Assessment  dated
February 25, 1997 prepared by Nova Environmental  Services,  Inc. as its Project
No.  M-97-193  (the  "Phase  I  Report")  concerning  the  existence  of and the
potential for contamination of the Premises by hazardous  substances located on,
under or about the Premises,  and that Tenant has received a copy of the Phase I
Report and has reviewed the same.  Landlord  warrants and  represents  to Tenant
that to the best of its  knowledge and belief as of the date hereof there are no
hazardous  substances  present  on under or about  the  Premises  other  than as
disclosed in the Phase I Report.  Landlord  further  warrants and  represents to
Tenant that Landlord has not generated, transported, stored, treated or disposed
of any hazardous  substance on the Premises.  Landlord  hereby  indemnifies  and
holds Tenant  harmless  from and against any and all claims,  actions,  damages,
cost and  liabilities  arising  directly  out of (i) a breach  of the  foregoing
warranties  and  representations  by Landlord,  or (ii) any release of hazardous
substances  existing as of the date hereof caused by the negligence of Landlord;
and this indemnity  shall survive the expiration or earlier  termination of this
Lease.


Section 25:  MISCELLANEOUS

     25.1 Merger.  All prior  understandings  and agreements between the parties
are  merged in this  Lease,  which  alone  fully and  completely  expresses  the
agreement of the parties.  No agreement shall be effective to modify this Lease,
in whole or in part,  unless such agreement is in writing,  and is signed by the
party against whom enforcement of said change or modification is sought.

     25.2 Notices.  Any notice  required to be given by either party pursuant to
this Lease, shall be in writing and shall be deemed to have been properly given,
rendered or made only if personally  delivered or if sent by Federal  Express or
other comparable  commercial overnight delivery service,  addressed to the other
party at the  addresses set forth below (or to such other address as Landlord or
Tenant may  designate  to each other from time to time by written  notice),  and
shall be deemed to have been given,  rendered or made on the day so delivered or
on the first business day after having been deposited with the courier service:
<PAGE>

If to Landlord:             First Industrial, L.P.
                            150 North Wacker Drive, Suite 150
                            Chicago, Illinois 60606
                            Attn: Michael W. Brennan

With a copy to:             Barack Ferrazzano Kirschbaum Perlman & Nagelberg
                            333 West Wacker Drive
                            Suite 2700
                            Chicago, Illinois 60606
                            Attn:  Howard Nagelberg and Suzanne Bessette-Smith

If to Tenant:               Sparta Foods, Inc.
                            1565 First Avenue NW
                            New Brighton, MN 55112
                            Attn:  Merrill Ayers


With a copy to:             Fredrikson & Byron, P.A.
                            1100 International Centre
                            900 Second Avenue South
                            Minneapolis, MN 55402
                            Attn: Christopher J. Dolan

     25.3 Non-Waiver.  The failure of either party to insist, in any one or more
instances,  upon the strict performance of any one or more of the obligations of
this Lease, or to exercise any election herein contained, shall not be construed
as a waiver or  relinquishment  for the future of the performance of such one or
more  obligations of this Lease or of the right to exercise such  election,  but
the Lease shall continue and remain in full force and effect with respect to any
subsequent  breach,  act or omission.  The receipt and acceptance by Landlord or
Agent of Rent with knowledge of breach by Tenant of any obligation of this Lease
shall not be deemed a waiver of such breach.

     25.4  Legal  Costs.  Any party in breach or  default  under this Lease (the
"Defaulting Party") shall reimburse the other party (the "Nondefaulting  Party")
upon demand for any costs or expenses  that the  Nondefaulting  Party  incurs in
connection with the breach or default,  regardless  whether suit is commenced or
judgment entered. Such costs shall include legal fees and costs incurred for the
negotiation of a settlement, enforcement of rights or otherwise. Furthermore, in
the event of  litigation,  the court in such action  shall award to the party in
whose favor a judgment is  entered,  a  reasonable  sum as  attorneys'  fees and
costs, which sum shall be paid by the losing party.  Tenant shall pay Landlord's
reasonable  attorneys'  fees  incurred in connection  with Tenant's  request for
Landlord's  consent under  provisions  of this Lease  governing  assignment  and
subletting,  or in connection with any other act which Tenant proposes to do and
which  requires  Landlord's  consent,  provided  that such fees shall not exceed
$200.00 with respect to any such consent of Landlord.

     25.5  Parties  Bound.  Except as otherwise  expressly  provided for in this
Lease,  this  Lease  shall be binding  upon,  and inure to the  benefit  of, the
successors and assignees of the parties hereto.  Tenant hereby releases Landlord
named herein from any  obligations of Landlord for any period  subsequent to the
conveyance and transfer of Landlord's ownership interest in the Premises. In the
event of such conveyance and transfer,  Landlord's  obligations shall thereafter
be binding upon each transferee  (whether Successor  Landlord or otherwise).  No
obligation of either party shall arise under this Lease until the  instrument is
signed by, and delivered to, both Landlord and Tenant.
<PAGE>

     25.6  Recordation of Lease.  Tenant shall not record or file this Lease (or
any memorandum hereof) in the public records of any county or state.

     25.7 Survival of Obligations.  Upon the expiration or other  termination of
this Lease,  neither party shall have any further obligation or liability to the
other except as otherwise  expressly  provided in this Lease and except for such
obligations as, by their nature or under the  circumstances,  can only be, or by
the provisions of this Lease,  may be performed  after such  expiration or other
termination.  The  provisions  of  Sections  2, 3, 12,  16, 19, 22, and 24 shall
survive any termination of this Lease.

     25.8  Governing  Law;  Construction.  This Lease  shall be  governed by and
construed  in  accordance  with the laws of the state in which the  Premises are
located.  If any provision of this Lease shall be invalid or unenforceable,  the
remainder  of this Lease  shall not be  affected  but shall be  enforced  to the
extent  permitted  by law. The  captions,  headings and titles in this Lease are
solely for  convenience  of reference  and shall not affect its  interpretation.
This Lease shall be construed  without  regard to any  presumption or other rule
requiring  construction against the party causing this Lease to be drafted. Each
covenant,  agreement,  obligation,  or  other  provision  of  this  Lease  to be
performed by either  party,  shall be  construed  as a separate and  independent
covenant of such party,  not dependent on any other provision of this Lease. All
terms and words used in this Lease,  regardless of the number or gender in which
they are used,  shall be deemed to include any other number and any other gender
as the context may require.

     25.9  Time.  Time  is of  the  essence  of  this  Lease.  If the  time  for
performance hereunder falls on a Saturday, Sunday or a day that is recognized as
a holiday in the state in which the Premises  are located,  then such time shall
be deemed extended to the next day that is not a Saturday,  Sunday or holiday in
said state.

     25.10 Counterpart Execution. This Lease may be executed in counterpart and,
when all counterpart documents are executed, the counterparts shall constitute a
single binding instrument.

     25.12  Riders.  All Riders and  Exhibits  attached  hereto and executed (or
initialed)  both by Landlord  and Tenant shall be deemed to be a part hereof and
hereby incorporated herein.

     25.13 WAIVER OF TRIAL BY JURY.  LANDLORD AND TENANT,  TO THE FULLEST EXTENT
THAT  THEY MAY  LAWFULLY  DO SO,  HEREBY  WAIVE  TRIAL BY JURY IN ANY  ACTION OR
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY COURT ACTION BROUGHT BY ANY PARTY
TO THIS LEASE WITH  RESPECT TO THIS LEASE,  THE  PREMISES,  OR ANY OTHER  MATTER
RELATED TO THIS LEASE OR THE PREMISES.

     25.14 OTHER PROVISIONS.  The following are made a part hereof with the same
force and effect as if specifically set forth herein:

         1.    Premises and Property - Exhibit A.
         2.    Floor Plan - Exhibit A-1.
         3.    Legal Description - Exhibit A-2.
         4.    Base Rental Payments - Exhibit B.
         5.    Landlord's Repairs and Improvements - Exhibit C.
         6.    Insurance - Exhibit D.
         7.    Building Rules and Regulations - Exhibit E.
         8.    Rider to Industrial Building Lease - Exhibit F.
<PAGE>

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

                LANDLORD:  First Industrial, L.P.,

                           By:      First Industrial Realty Trust, Inc.,
                                    a Maryland corporation, its general partner

                           By:      _________________________________________
                                    Its:     _________________________________

                TENANT:    Sparta Foods, Inc.

                           By:      _________________________________________
                                    Its:     _________________________________


<PAGE>



                                 LEASE EXHIBIT A
                    (1565 First Avenue NW/Sparta Foods, Inc.)



Premises:  Approximately 112,082 rentable square feet in the building located at
1565 First Avenue NW, New Brighton, MN (the "Building") - Exhibit A-1.

Property:              See Legal Description attached hereto - Exhibit A-2.





                                                                   Initials:

                                                       Landlord: ___________

                                                         Tenant: ___________



<PAGE>

                                LEASE EXHIBIT A-1

                    (1565 First Avenue NW/Sparta Foods, Inc.)

                                  Building Plan





                                                                Initials:

                                                    Landlord: ___________

                                                      Tenant: ___________




<PAGE>

                                LEASE EXHIBIT A-2
                    (1565 First Avenue NW/Sparta Foods, Inc.)

                                LEGAL DESCRIPTION


Tract A, Registered Land Survey No. 405, files of Registrar of Tiles,  County of
Ramsey.

Being registered land as is evidenced by Certificate of Title No. 320168.

AND

The  Northerly  107.21 feet of the Westerly  406.3 feet of the South Half of the
Northwest Quarter of Section 21, Township 30 North, Range 23 West.

AND

The  Northerly  150 feet of that part of the  Northwest  Quarter of Section  21,
Township 30 North,  Range 23 West,  lying Westerly of the Westerly  right-of-way
line of Interstate  Highway No. 35 W, and  Southerly of the following  described
line:

Beginning at a point on the  Westerly  line of said Section 21 a distance of 975
feet  Northerly  of the  Southwest  corner  of said  Northwest  Quarter;  thence
Easterly parallel to the Northerly line of said Section, to the Easterly line of
said Northwest  Quarter and there  terminating,  subject to Cleveland Avenue and
State Trunk Highway No.
8-63.

Certificate of Title No. 283343




                                                                     Initials:

                                                         Landlord: ___________

                                                           Tenant: ___________



<PAGE>

                                 LEASE EXHIBIT B
                    (1565 First Avenue NW/Sparta Foods, Inc.)

                                 RENTAL PAYMENTS

Base Rent for the  Premises  shall be in effect  on the  following  dates in the
indicated amounts:

September 1, 1997 -
August 31,  2002  Four  Hundred  Forty-Eight  Thousand  Three  Hundred
                  Twenty-Eight  and  00/100  Dollars  ($448,328.00)  per  annum,
                  payable  monthly,   in  equal   installments  of  Thirty-Seven
                  Thousand Three Hundred Sixty and 67/100  Dollars  ($37,360.67)
                  each.

September 1, 2002 -
August 31, 2007   Four Hundred Ninety-Three  Thousand One Hundred Sixty
                  and 80/100 Dollars  ($493,160.80) per annum,  payable monthly,
                  in equal  installments  of Forty-One  Thousand  Ninety-Six and
                  73/100 Dollars. ($41,096.73) each.

September 1, 2007 -
August 31,  2012  Five  Hundred   Forty-Two   Thousand  Four  Hundred
                  Seventy-Six  and  88/100  Dollars   ($542,476.88)  per  annum,
                  payable monthly,  in equal installments of Forty-Five Thousand
                  Two Hundred Six and 41/100 Dollars ($45,206.41) each.



                                                                Initials:

                                                    Landlord: ___________

                                                      Tenant: ___________



<PAGE>

                                 LEASE EXHIBIT C

                    (1565 First Avenue NW/Sparta Foods, Inc.)

                       LANDLORD'S REPAIRS AND IMPROVEMENTS


*Shampoo 50% of Carpet 
*Remove demo displays in Mezzanine  
*Remove demo carpet logo in office in Mezzanine  
*Replace 3 pads  
*Recover 9 pads 
*Repair 2 bumpers  
*Furnish and install 3 pad sets 
*Furnish and install 12 dock lights  
*Replace 6 bottom door sections 
*Replace stop and/or seal at 4 doors 
*Replace sweeps and weather strip on 3 main doors 
*Repair 2 dock stairs  
*Repair 1 hand rail 
*Patch holes in block walls
*Misc. repairs to overhead door steel angles  
*Furnish 2 high bay lights lens covers  
*Repair  water  damaged  sheetrock  at windows in upper  conference  room
*Replace vinyl wallcovering 
*Paint trim at windows 
*Replace missing ceramic tile at entry (may not match) 
*Repair block wall adjacent to dock doors 1 and 1a

Any additional Tenant Improvements and all moving costs required by Tenant shall
be provided at the sole cost and expense of the Tenant (i.e.  telephone  system,
security  system,  intercom  system,  hookup to utilities of Tenant machinery or
equipment).

Prior to the lease commencement date,  Landlord shall provide directly to Tenant
$10,000 for restroom  upgrades and install  handicap parking  signs/parking  lot
striping to meet the Americans with Disabilities Act (ADA) requirements.

Prior to the lease commencement date,  Landlord shall provide directly to Tenant
$___________  for repairs to windows and  adjoining  walls on both floors of the
South wall of the building, made necessary by water damage.


                                                                    Initials:

                                                        Landlord: ___________

                                                          Tenant: ___________


<PAGE>

                                 LEASE EXHIBIT D
                    (1565 First Avenue NW/Sparta Foods, Inc.)

                               REQUIRED INSURANCE


     (a) "All-Risk"  Property and Loss of Income Coverage for Tenant's Property.
"All Risk" (including,  but not limited to, and flood) (i) property insurance on
a  replacement  cost  basis,   covering  the  building  and  all  of  the  other
improvements on the Premises,  and covering all of Tenant's Property (as defined
in  Section  12.2 of  this  Lease),  all  merchandise  and  trade  fixtures  and
furnishings  and  equipment  and all other  personal  property of Tenant and all
leasehold improvements installed in the Premises by, or on behalf of, Tenant all
in an amount not less than the full  replacement  cost of all such  improvements
and property and (ii) business interruption insurance in an amount sufficient to
assure that  Landlord  shall recover the loss of any rental income due and owing
to Landlord  from Tenant  under the terms of this Lease,  which  coverage  shall
provide  such  protection  to Landlord for a period of not less than twelve (12)
consecutive  months.  The total  amount of the  deductible  required  under each
policy  providing  such  coverage  shall be no more  than  $10,000.00  per loss.
Landlord,  Agent and any other parties designated by Landlord having a financial
interest in the Premises shall be included as loss payee(s).

     (b)  Liability   Coverage.   Commercial   general   public   liability  and
comprehensive  automobile  liability  [and,  if  necessary  to  comply  with any
conditions of this Lease,  umbrella liability insurance] covering Tenant against
any claims  arising out of  liability  for bodily  injury and death and personal
injury and  advertising  injury and property  damage  occurring in and about the
Premises,  and otherwise  resulting from any acts and operations of Tenant,  its
agents and employees, with limits of not less than total limits of $2,000,000.00
per occurrence and $5,000,000.00  annual general  aggregate,  per location.  The
total amount of a deductible or otherwise self-insured retention with respect to
such coverage shall be not more than $10,000.00 per  occurrence.  Such insurance
shall  include,  inter alia: (i)  "occurrence"  rather than "claims made" policy
forms unless such "occurrence" policy forms are not available;  (ii) any and all
liability  assumed by Tenant  under the terms of this Lease,  to the extent such
insurance is available;  (iii) a hostile fire endorsement;  (iv) Landlord, Agent
and any  other  parties  designated  by  Landlord  or Agent  having a  financial
interest in the Property  shall be  designated  as  Additional  Insured(s)  with
respect to (x) the  Premises,  and (y) all  operations  of  Tenant,  and (z) any
property and areas and  facilities  of Landlord used by Tenant,  its  employees,
invitees,  customers or guests;  and (v) severability of insured parties and any
cross-liability exclusion deleted so that the protection of such insurance shall
be afforded to  Landlord  in the same  manner as if separate  policies  had been
issued to each of the insured parties.

     (c) Workers'  Compensation  Coverage.  Workers' compensation and employer's
liability  insurance in the state in which the Premises and any other operations
of Tenant are located and any other state in which Tenant or its  contractors or
subcontractors may be subject to any statutory or other liability arising in any
manner whatsoever out of the actual or alleged  employment of others.  The total
limits  of the  employer's  liability  coverage  (including  umbrella  liability
insurance) shall be not less than the amounts specified in Subsection (b) above.

     (d) All insurance  policies required under this lease exhibit shall: (i) be
issued by  companies  licensed to do business in the State in which the Premises
are  located  (ii)  not  be  subject  to  cancellation  or  material  change  or
non-renewal  without at least thirty (30) days' prior written notice to Landlord
and  any  other  parties  designated  by  Landlord  (A) to be loss  payee(s)  or
additional  insured(s) under the insurance policies required from Tenant, or (B)
to receive such notices;  (iii) be deemed to be primary insurance in relation to
any other insurance maintained by Landlord or Agent.

                                                                  Initials:

                                                      Landlord: ___________

                                                        Tenant: ___________

<PAGE>
                                 LEASE EXHIBIT E
                    (1565 First Avenue NW/Sparta Foods, Inc.)

                         BUILDING RULES AND REGULATIONS

1. Any sign, lettering,  picture, notice or advertisement installed on or in any
part of the Premises  and visible  from the exterior or interior  common area of
the Property,  or visible from the exterior of the Premises,  shall be installed
at Lessee's  sole cost and expense,  and in such manner,  character and style as
Lessor  may  approve  in  writing,  which  approval  shall  not be  unreasonably
withheld.  In the event of a violation of the  foregoing  by Lessee,  Lessor may
remove the same  without any  liability  and may charge the expense  incurred by
such removal to Lessee.

2. No awning or other  projection  shall be attached to the outside walls of the
Complex.  No  curtains,  blinds,  shades or screens  visible  from the  exterior
Premises,  shall be attached to or hung in, or used in connection  with any such
curtains,  blinds, shades, screens or other fixtures must be of a quality, type,
design and color, and attached in the manner approved by Lessor.

3. Lessee shall not waste  electricity,  water or air conditioning  furnished by
Lessor,  if any,  and shall  cooperate  fully  with  Lessor  to ensure  the most
effective operation of the Complex's heating and air conditioning systems.

4. Lessee  assumes  full  responsibility  for  protecting  its space from theft,
robbery and pilferage,  which  includes  keeping doors locked and other means of
entry to the Premises closed and secured after normal business hours.

5. In no event shall Lessee bring into the Complex flammables, such as gasoline,
kerosene,   naphtha  and  benzine,   or  explosives  or  any  other  article  of
intrinsically  dangerous  nature except as permitted in the Lease. If, by reason
of the failure of Lessee to comply with the provisions of this subparagraph, any
insurance  premium  for all or any  part of the  Complex  shall  at any  time be
increased,  Lessee shall make  immediate  payment of the whole of the  increased
insurance  premium,  without waiver of any of Lessor's other rights at law or in
equity for Lessee's breach of this Lease.

6. Lessee shall comply with all applicable  federal,  state and municipal  laws,
ordinances  and  regulations,  and  building  rules and shall  not  directly  or
indirectly  make any use of the Premises  which may be  prohibited by any of the
foregoing or may increase the cost of insurance or require additional  insurance
coverage.

7. Lessor shall have the right to approve all  advertising by Lessee which names
or otherwise identifies the Premises and which, in Lessor's reasonable judgment,
may have a  material  adverse  affect  on the value of the  Premises,  provided,
however, that approval shall not be unreasonably withheld or delayed.

8. The Premises  shall not be used for  lodging,  sleeping or for any immoral or
illegal purpose.

9. Lessee and Lessee's employees,  agents,  visitors and licensees shall observe
faithfully and comply strictly with the foregoing rules and regulations and such
other and further  appropriate rules and regulations as Lessor or Lessor's agent
may from time to time  reasonably  adopt.  Reasonable  notice of any  additional
rules and  regulations  shall be given in such  manner as Lessor may  reasonably
elect.

10. Unless  expressly  permitted by the Lessor,  no additional  locks or similar
devices  shall be  attached  to any door or window  and no keys other than those
provided by the Lessor shall be made for any door. If more than two keys for one
lock are desired by the Lessee,  the Lessor may provide the same upon payment by
the Lessee.  Upon termination of this Lease or of the Lessee's  possession,  the
Lessee shall  surrender all keys of the Premises and shall explain to the Lessor
all combination locks on safes, cabinets and vaults.
<PAGE>

11. Any carpeting  cemented down shall be installed with a reasonable  adhesive.
In the event of a violation of the  foregoing  by Lessee,  Lessor may charge the
expense incurred by such removal to Lessee.

12. The restrooms,  drinking  fountains and other plumbing fixtures shall not be
used for any  purpose  other than those for which they are  constructed,  and no
sweepings,  rubbish,  rags,  coffee grounds or other  substances shall be thrown
therein. All damages resulting from any misuse of the fixtures shall be borne by
the Lessee who, or whose  employees,  agents,  visitors or licensees have caused
the same.  No person  shall waste water by  interfering  or  tampering  with the
faucets or otherwise.

13. Lessee shall not overload any utilities serving the Premises.

14. No dog or other animal shall be allowed in the Complex.

15. All loading, unloading, receiving or delivery of goods, supplies or disposal
of garbage or refuse  shall be made only  through  entryways  provided  for such
purposes.  Lessee  shall be  responsible  for any  damage to the  Complex or the
property  of its  employees  or others  and  injuries  sustained  by any  person
whomsoever  resulting  from the use or moving of such  articles in or out of the
Premises,  and shall make all  repairs  and  improvements  required by Lessor or
governmental authorities in connection with the use or moving of such articles.

16. All safes,  equipment or other heavy  articles shall be carried in or out of
the Premises  only in such manner as shall be  prescribed  in writing by Lessor,
and Lessor  shall in all cases have the right to specify the proper  position of
any such safe,  equipment  or other heavy  article,  which shall only be used by
Lessee in a manner which will not interfere with or cause damage to the Premises
or Complex in which they are  located,  or to the other  tenants or occupants of
said Complex.  Lessee shall be responsible for any damage to the building or the
property  of its  employees  or others  and  injuries  sustained  by any  person
whomsoever  resulting  from the use or moving of such  articles in or out of the
Premises,  and shall make all  repairs  and  improvements  required by Lessor or
governmental authorities in connection with the use or moving of such articles.

17. Canvassing,  soliciting,  and peddling in or about the Complex is prohibited
and each Lessee shall cooperate to prevent the same.

18. Wherever in these Building Rules and Regulations the word "Lessee" occurs it
is  understood  and agreed that it shall mean  Lessee's  associates,  employees,
agents, clerks, invitees, and visitors. Wherever the word "Lessor" occurs, it is
understood and agreed that it shall mean Lessor's assigns,  agents,  clerks, and
visitors.

19. All entrance doors to the Premises shall be locked when the Premises are not
in use. All common  corridor  doors,  if any,  shall also be closed during times
when the air  conditioning  equipment  in the Complex is  operating so as not to
dissipate the effectiveness of the system or place an overload thereon.

20. Lessor reserves the right at anytime and from time to time to rescind, alter
or waive,  in whole or in part,  any of these  Rules and  Regulation  when it is
deemed necessary,  desirable or proper, in Lessor's reasonable judgment, for the
best  interest of the  Premises,  provided that by so doing the rights of Lessee
under this Lease  shall not be  materially  diminished  and the  obligations  of
Lessee under this Lease shall not be materially increased.
 
                                                                     Initials:

                                                           Landlord: __________

                                                             Tenant: __________
<PAGE>
                                 LEASE EXHIBIT F
                    (1565 First Avenue NW/Sparta Foods, Inc.)

                       RIDER TO INDUSTRIAL BUILDING LEASE

A. LOCK BOX:  Landlord  may from time to time  designate  a lock box  collection
agent for the collection of rents or other charges due Landlord.  In such event,
the payment  made by Tenant to the lock box shall be deemed to have been made by
Tenant  as of the  date of  receipt  by the lock  box  collection  agent of such
payment  (or the date of  collection  of any such sum if  payment is made in the
form  of  a  negotiable  instrument  thereafter  dishonored  upon  presentment);
however,  for the purpose of this Lease, no such payment or collection  shall be
deemed a waiver by  Landlord  of any breach by Tenant of any term,  covenant  or
condition of this Lease nor a waiver of any of Landlord's rights or remedies and
any payments of amounts other than that deemed due and proper by Landlord  shall
not prejudice  Landlord in any manner nor constitute a waiver and Landlord shall
hereby be authorized  to retain the proceeds of any payments by Tenant,  whether
destructively  endorsed  or  otherwise,  and apply same to the  amounts  due and
payable from Tenant under this Lease without waiver.

B.  PRIOR  PROPOSALS:  All prior  proposals  in respect to this Lease are hereby
terminated.

C.  NOTIFICATION  TO TENANT:  Landlord hereby notifies Tenant that the person(s)
authorized to manage the Premises is First Industrial Realty Trust,  Inc., which
corporation  has been  appointed to act as the agent in leasing,  management and
operation  of the  Building  for  the  owner  of the  Building  which  is  First
Industrial,  L.P. First Industrial  Trust,  Inc., with its office at 7615 Golden
Triangle Drive, Suite N, Eden Prairie, MN 55344, is authorized to accept service
of process and receive  and give  receipts  for notices and demands on behalf of
said owner.

D. SIGNAGE:  Notwithstanding  anything  contained in this Lease to the contrary,
provided  Tenant  receives all  necessary  governmental  and  quasi-governmental
approvals therefor,  Landlord shall allow Tenant to erect a sign on the exterior
of the Building.  Such sign shall be Tenant's  "name",  shall be  subordinate in
size to Landlord's building  designation sign if applicable and shall be subject
to  the  reasonable  approval  of  Landlord  as  to  location,  size,  graphics,
colors(s), and style. Tenant shall pay all costs of installation and maintenance
of such sign and shall  keep such  sign in good  condition,  order and  repair ,
subject to reasonable  wear and tear,  at its sole costs and expense  during the
term of this Lease,  shall remove such sign prior to  termination of the term of
this Lease and shall  repair and  restore any damage to the  Building  caused by
such installation and/or removal. Any such sign shall be subject to the terms of
any  restrictive  covenants  recorded in  connection  with the  Property and all
applicable  laws,  ordinances  and  regulations,  which Landlord will provide to
Tenant prior to Lease execution.

E. EARLY  OCCUPANCY:  Tenant shall have the right to enter the Premises prior to
the  commencement  date of the Lease,  for the purpose of leasehold  improvement
construction;  provided,  however,  that  Tenant is subject to all of the terms,
conditions and covenants of this Lease,  including  specifically Lease Exhibit D
("Required  Insurance") and gas,  electric and water  utilities,  except for the
obligations  for the payments of Net Base Rent and  Additional  Rent;  provided,
however,  Tenant's  entering the Premises prior to the commencement  date of the
Lease shall not  unreasonably  interfere  with  Landlord's  construction  in the
Premises.
<PAGE>

F. ROOF:  Landlord  shall not be  obligated to replace the roof within the first
Lease  year and not until  such  time that  Tenant  reasonably  determines  that
replacement  is necessary.  Landlord will provide and pay for a new roof at that
time and Tenant shall reimburse Landlord over the remainder of the term for such
replacement  cost  over a  useful  life of 20  years  at  eleven  (11%)  percent
interest.

G. LEASE  ASSUMPTION:  Landlord  hereby agrees to sublease  space from Tenant at
2570 Kasota Avenue,  St. Paul,  Minnesota.  Pursuant to such sublease,  Landlord
shall assume all of Tenant's  obligations under such Lease except the obligation
to reimburse  Landlord for Tenant  Improvements  and obligation to repair damage
caused by Tenant and removal of fixtures  at the  expiration  of the lease term.
Landlord  shall have no right to  possession  of the  subleased  premises  until
Landlord has delivered  possession  of the Premises to Tenant,  in the condition
required by this Lease,  provided  that such date of possession of the subleased
premises  shall be not earlier than October 1, 1997 and not later than  November
1, 1997.

In the event Tenant defaults under the lease at 1565 First Avenue NW, Landlord's
obligation under the subtenancy shall immediately cease. In addition, Landlord's
default  under the  sublease  described  herein  shall  constitute  a default by
Landlord under this Lease.

At any time after  November 1, 1997,  Tenant shall remove any and all  equipment
and fixtures in the space on Kasota Avenue upon notice from Landlord if Landlord
secures a subtenant for the space or part thereof.

Tenant  shall be  responsible  for all  sublease  commissions  due to  Robert C.
Atkinson, Inc.

H. RIGHT OF FIRST  REFUSAL:  If at anytime  during the Term Landlord  desires to
sell the  Premises,  or  receives  a bona  fide  offer for the  purchase  of the
Premises,  Landlord shall give Tenant written notice thereof, specifying in such
notice the  material  terms and  conditions  of such offer.  Tenant shall have a
period of three (3)  business  days after its receipt of such notice in which to
deliver to Landlord  written  notice that Tenant agrees to purchase the Premises
on such terms and conditions. If Tenant fails to deliver such notice to Landlord
within such three (3)  business  day  period,  or fails to enter into a purchase
agreement with Landlord for such purchase upon such terms and conditions  within
twenty (20) days after Tenant's  acceptance notice, then Landlord shall have the
right to sell the Premises to such third party.  However,  if Landlord  fails to
sell  the  Premises  to such  third  party  upon the  terms  and  conditions  so
specified,  or at a purchase  price  which is within  five  percent  (5%) of the
purchase price stated in Landlord's notice, then the rights of Tenant under this
Paragraph  H shall  be  restored  with  respect  to the next  offer to  purchase
received by Landlord.


                                                                  Initials:

                                                      Landlord: ___________

                                                        Tenant: ___________