<PAGE>
EXHIBIT 10  

                       OFFICE/LIGHT MANUFACTURING LEASE

                                 599 CARDIGAN ROAD
                                SHOREVIEW, MINNESOTA

LANDLORD:         Cardigan Investments Limited Partnership

TENANT:     EMPI, Inc.

DATE:             June 14, 1996

                                       14

<PAGE>

                              TABLE OF CONTENTS

                                                                Page
                                                                ----

ARTICLE I DEMISING CLAUSE AND DEFINED TERMS. . . . . . . . . . . . . . 1
1.1 DEMISING CLAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II PREMISES AND TERM. . . . . . .  . . . . . . . . . . . . . . 3
2.1 THE PREMISES, COMMON AREAS AND PARKING . . . . . . . . . . . . . . 3
2.2 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III RENT. . . . . . . . . . . . . . . . . . . . . . . . . . .  4
3.1 BASE RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2 ADJUSTMENT FOR OPERATING EXPENSES. . . . . . . . . . . . . . . . . 4

ARTICLE IV CONSTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . 7
4.1 LEASEHOLD IMPROVEMENTS BY TENANT . . . . . . . . . . . . . . . . . 7
4.2 ALTERATION BY TENANT. . . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE V LANDLORD'S COVENANTS. . . . . . . . . . . . . . . . . . . . 11
5.1 SERVICES FURNISHED BY LANDLORD. . . . . . . . . . . . . . . . . . 11
5.2 REPAIRS AND MAINTENANCE. . . . . . . . . . . . . . . . . . . . .  11
5.3 QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . .  11
5.4 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
5.5 ACCESS TO PREMISES. . . . . . . . . . . . . . . . . . . . . . . . 12
5.6 RIGHT TO CEASE PROVIDING SERVICES. . . . . . . . . . . . . . . .  12
5.7 EXCISE TAX . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
5.8 ADA COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE VI TENANT'S COVENANTS. . . . . . . . . . . . . . . . . . . . . 14
6.1 REPAIR AND SURRENDER OF PREMISES. . . . . . . . . . . . . . . . .  14
6.2 USE; WASTE; NUISANCE. . . . . . . . . . . . . . . . . . . . . . .  14
6.3 ASSIGNMENT; SUBLEASE. . . . . . . . . . . . . . . . . . . . . . .  15
6.4. INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
6.5 TENANT'S INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . 17
6.6 PAYMENT OF TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.7 ENVIRONMENTAL COMPLIANCE . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE VII DEFAULT. . . . . . . . . . . . . . . . . . . .  . . . . .  20
7.1 EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . 20
7.2 REMEDIES UPON DEFAULT. . . . . . . . . . . . . . . . . . . . . . . 21
7.3 DAMAGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
7.4 CUMULATIVE REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE VIII CASUALTY AND EMINENT DOMAIN. . . . . . . . . . . . . . .  22
8.1 CASUALTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8.2 EMINENT DOMAIN . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE IX RIGHTS OF PARTIES HOLDING PRIOR INTERESTS . . . . . . . . . 25
9.1 SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 25

                                       i
<PAGE>

 ARTICLE X MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . .  26
10.1 REPRESENTATIONS BY TENANT AND BY LANDLORD. . . . . . . . . . . .  26
10.2 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
10.3 NO WAIVER OR ORAL MODIFICATION . . . . . . . . . . . . . . . . .  26
10.4 PARTIAL INVALIDITY . . . . . . . . . . . . . . . . . . . . . . .  26
10.5 SELF-HELP. . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
10.6 TENANT'S ESTOPPEL CERTIFICATE. . . . . . . . . . . . . . . . . .  27
10.7 WAIVER OF SUBROGATION. . . . . . . . . . . . . . . . . . . . . .  28
10.8 ALL AGREEMENTS; NO REPRESENTATIONS . . . . . . . . . . . . . . .  28
10.9 BROKERAGE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
10.10 SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . 28
10.11 CONSTRUCTION OF DOCUMENT . . . . . . . . . . . . . . . . . . . . 29
10.12 DISPUTES PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . 29
10.13 HOLDOVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.14 LATE PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.15 FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . .  29
10.16 LIMITATION ON LIABILITY . . . . . . . . . . . . . . . . . . . .  30
10.17 LEASE NOT TO BE RECORDED. . . . . . . . . . . . . . . . . . . .  30
10.18 OPTION TO EXTEND. . . . . . . . . . . . . . . . . . . . . . . .  30
10.19 OPTION TO TERMINATE . . . . . . . . . . . . . . . . . . . . . .  31
10.20 RIGHT OF FIRST OFFER TO PURCHASE THE PREMISES . . . . . . . . .  31
10.21 REASONABLE CONSENT. . . . . . . . . . . . . . . . . . . . . . .  32
10.22 PRIOR LEASE TERMINATED. . . . . . . . . . . . . . . . . . . . .  33

                                       ii
<PAGE>

EXHIBITS

    There are attached hereto and incorporated as a part of this Lease:

    EXHIBIT A  Site Plan of Premises

    EXHIBIT B  Legal Description of Lot

    EXHIBIT C  Notice of Lease Term Dates

    EXHIBIT D  Plans for Tenant Improvements

    EXHIBIT E  Liens and Encumbrances

    EXHIBIT F  Non-Disturbance and Attornment Agreement

                                      iii
<PAGE>

                 ARTICLE I DEMISING CLAUSE AND DEFINED TERMS

    1.1 DEMISING CLAUSE. 

  This lease (the "Lease") is made and entered into by and between 
Landlord and Tenant, as defined below, as of the Date of Lease. In 
consideration of the mutual covenants made herein, Landlord hereby leases to 
Tenant, and Tenant hereby leases from Landlord, the Premises as defined 
below, on all of the terms and conditions set forth herein.

    1.2 DEFINED TERMS.

    The terms listed below shall have the following meanings throughout this 
Lease:

<TABLE>
<CAPTION>
                                                                     Section in which
                                                                     Definition First
                                                                     Appears
<S>                  <C>                                             <C>
"LANDLORD":          Cardigan Investments Limited Partnership        1.1

"MANAGING AGENT":       Wellington Management, Inc.                      3.1

"MANAGING AGENT'S
ADDRESS":               413 Wacouta Street, Suite 350 
                        St. Paul, Minnesota 55101                        3.1

"TENANT":               EMPI, Inc.                                           1.1

"TENANT'S ADDRESS":     5255 East River Road
                        Minneapolis, Minnesota 55421                     3.1

"BUILDING":          599 Cardigan Road
                        Shoreview, Minnesota                             2.1

"PREMISES":          Approximately 93,666 rentable square 
                        feet constituting the entire Building and 
                        as more particularly shown on EXHIBIT A 
                        attached hereto and the Property.                2.1

"PROPERTY":          The land (the "Lot") on which the
                        Building is situated. The Lot
                        is legally described in EXHIBIT B
                        attached hereto.                                 2.1

"PERMITTED USES":    Office, warehouse, light manufacturing and 
                        uses permitted by the City of Shoreview 
                        consistent with Section 6.3 and 6.8.         6.3

"TENANT'S 
PERCENTAGE":            100%                                                3.2

                                       1

<PAGE>

"PARKING SPACES":    Tenant will have exclusive access to and use   
                        of all of the parking spaces on the Property.    
                        See EXHIBIT A.                                      2.1

"SCHEDULED COMMENCEMENT
DATE":                  November 1, 1996, or first day Tenant occupies
                        and conducts business from the Building,
                        whichever comes first.                              2.2

"TERM":                 Ten (10) years, with two (2) options to renew  
                        for five (5) years each.                            2.2

<CAPTION>
"BASE RENT":                                   Annual
                                               ------
                        Years                       Term       Base Rent
                        -----                       ----       ---------
<S>                     <C>                <C>                 <C>
                        Years 1 - 10       Initial             $327,831   
                        Years 11 - 15      1st Renewal         $421,497      
                        Years 16 - 20      2nd Renewal         $515,163     3.1
"ESTIMATE OF
TENANT'S OPERATING
EXPENSES":              $228,545.04 (1995 budget) plus 100%
                        of utilities. These are estimates only.             3.2

"SECURITY DEPOSIT":     None

"BROKER(S)":         Woodbridge Partners, Inc.                       10.9

"DATE OF LEASE":        The date on which both parties have     
                           executed the Lease.                               1.1

"PUBLIC LIABILITY
INSURANCE AMOUNTS":  Combined Single Limit-$3,000,000 which 
                        includes umbrella coverage per occurrence    
                        and in the aggregate.                               6.6

"TENANT IMPROVEMENT
COSTS":                 All costs Tenant incurs relating to
                        constructing the Tenant Improvements    
                        as defined in Section 4.1(a), including,       
                        without limitation, costs related to materials,       
                        equipment, labor, electrical costs, permits and all fees
                        paid to architects and other consultants.

"AMORTIZATION OF
TENANT IMPROVEMENT
COSTS":                 The amortization of the Tenant Improvement
                        Costs over a ten (10) year period at interest
                        of ten percent (10%) per annum.
</TABLE>

                                       2
<PAGE>

                        ARTICLE II PREMISES AND TERM

    2.1   THE PREMISES, COMMON AREAS AND PARKING.

    (a)   PREMISES. The Premises leased hereby are comprised of the entire 
Building which presently contains approximately 93,666 rentable square feet 
as more particularly shown on EXHIBIT A, which will be expanded as part of 
the Tenant Improvements and the Property.

    (b)   PARKING. Tenant shall be entitled to use all of the parking spaces 
in the Building's parking area(s). Tenant acknowledges that its use of the 
parking spaces shall be solely for Tenant's employees, agents and visitors 
and Landlord and its agents. Landlord shall not be liable to Tenant, and 
this Lease shall not be affected, if any parking rights of Tenant hereunder 
are impaired by any law, ordinance or other governmental regulation imposed 
after the Date of Lease.

    (c)   PARKING LOT REPAIRS. Landlord shall make any necessary repairs or 
replacement to the parking lot throughout the Term. Tenant and Landlord 
agree that Landlord shall include the costs of any and all such repairs or 
replacements in Tenant's Share of Operating Expenses as defined in Section 
3.2 below and only to the extent provided therein.

    2.2   TERM.

    (a)   COMMENCEMENT. The Commencement Date shall be the earlier of 
November 1, 1996 or the date Tenant occupies and conducts business in any 
portion of the Premises. Notwithstanding the foregoing to the contrary, 
Tenant shall have the right of access to and use of the Premises for the 
period commencing on the Date of Lease through the date prior to the 
Commencement Date for the purpose of constructing the Tenant Improvements to 
the Premises as provided in this Lease. This Lease shall be in full force and 
effect from and after the Date of Lease, except that (other than as provided 
in Section 3.3) Tenant shall not have any obligation prior to the 
Commencement Date to pay Base Rent, Tenant's Share of Operating Expenses 
(except for electricity) or any other amounts due under the terms of this 
Lease by Tenant to Landlord.

                              ARTICLE III RENT

     3.1   BASE RENT.

    Tenant shall pay the Base Rent each month in advance on the first day of 
each calendar month during the Term and a proportionate part of such monthly 
installment shall be payable for any fraction of a calendar month occurring 
at the beginning or end of the Term. All payments shall be made to Landlord 
c/o Managing Agent at Managing Agent's Address or such other place as 
Landlord may designate in writing, without prior demand and without 
abatement, deduction or offset, except as hereinafter provided. All charges 
to be paid by Tenant hereunder, other than Base Rent, shall be considered 
additional rent for the purposes of this Lease, and the words "rent" or 
"Rent" as used in this Lease shall mean both Base Rent and such additional 
rent unless the context specifically or clearly indicates that only the Base 
Rent is referenced.

    3.2   ADJUSTMENT FOR OPERATING EXPENSES.

    (a)   TENANT'S SHARE OF OPERATING EXPENSES. For each calendar year 
Tenant shall pay Landlord as additional rent, one hundred percent (100%) of 
the Operating Expenses for the Building ("Tenant's Share of Operating 
Expenses"). Tenant's Share of Operating Expenses as of 1995 was estimated to 
be $228,545.04 per year plus utilities. For any partial Fiscal Year at the 
beginning or end of the Term, Tenant's Share of Operating Expenses shall be 
adjusted proportionately for the part of the Fiscal Year falling within the 
Term.

                                       3

<PAGE>

    (b)   OPERATING EXPENSES ESTIMATE. Before each Fiscal Year, and from 
time to time as Landlord deems appropriate, Landlord shall give Tenant an 
estimate of the expected Operating Expenses for the Property for the coming 
Fiscal Year, and a calculation of the estimated amount of Tenant's Share of 
Operating Expenses. Tenant shall pay one-twelfth of the estimated amount of 
Tenant's Share of Operating Expenses with each monthly payment of Base Rent. 
No later than ninety (90) days after the end of each Fiscal Year, Landlord 
shall give Tenant a statement (the "Operating Expense Statement") showing the 
actual Operating Expenses for that Fiscal Year, a calculation of the actual 
amount of Tenant's Share of Operating Expenses, and a summary of amounts 
already paid by Tenant pursuant to this Section 3.2. Any underpayment by 
Tenant shall be made up by cash payment to Landlord within thirty (30) days 
after delivery of the Operating Expense Statement; any overpayment shall be 
paid to Tenant within thirty (30) days after delivery of the Operating 
Expense Statement or, at Landlord's option, shall be credited against the 
Base Rent next due under this Lease, provided that any overpayment shall be 
paid in cash to Tenant within thirty (30) days if the Term has ended. No 
delay by Landlord in providing any Operating Expense Statement shall be 
deemed a waiver of Tenant's obligation to pay Tenant's Share of Expenses. 
Notwithstanding anything in this paragraph to the contrary, Landlord waives 
all rights to collect additional rent under the provisions of this paragraph 
if Landlord fails to provide the Operating Expense Statement within six (6) 
months after the end of the Fiscal Year. Tenant and its agents have the 
right of access to and review of the portion of Landlord's books and records 
relating to the Building's Operating Expenses.

    Landlord shall employ Wellington Management, Inc. ("WMI") as the 
property manager during the Term and any renewal term of this Lease. Tenant 
shall have the right to require the Landlord to terminate WMI, or successor 
property manager, upon sixty (60) days' prior written notice from Tenant to 
Landlord if Stephen B. Wellington, Jr. (i) no longer holds a controlling 
interest in WMI or the successor property manager or (ii) is not actively 
involved in the day to day operations of WMI or the successor property 
manager. In such event, Tenant shall have the right, together with the 
Landlord to interview prospective property managers and negotiate the 
services and fees to be provided by such property managers. Landlord may 
appoint the new property manager, subject to the approval of Tenant, which 
approval shall not be unreasonably withheld or delayed.

    (c)    DEFINITIONS. As used herein, the following terms used in this 
Subsection 3.2 shall have the following meanings for purposes of this Lease:

          (i)   The term "Fiscal Year" means a calendar year.

          (ii)  The term "Operating Expenses" means the total cost of 
                operation of the Property, including, without limitation: 
                (i) Taxes, as defined below; (ii) premiums for insurance 
                carried with respect to the Property; (iii) all costs of 
                supplies, materials, equipment, and utilities including all 
                electricity used in or related to the operation, 
                maintenance, and repair of the Property or any part thereof 
                excepting those items used in the construction or 
                installation of capital improvements (improvements that must 
                be capitalized for federal income tax purposes); (iv) all 
                labor costs, including without limitation, salaries, wages, 
                payroll and other taxes, unemployment insurance costs and 
                employee benefits excepting those used for capital 
                improvements; (v) all maintenance, management, janitorial, 
                legal, accounting, and service agreement costs related to the 
                Property or any part thereof, including, without limitation, 
                service contracts with independent contractors; (vi) the 
                annual portion of the amortization of the costs (including 
                interest of ten (10%) percent per annum) of improvements to 

                                       4

<PAGE>

                the Property that are designed only to increase safety or 
                reduce Operating Expenses or are required to comply with 
                legal requirements imposed after the initial completion of 
                the Building, all such improvements to be amortized over the 
                useful life of the improvement, subject to the  limitations 
                as hereinafter provided. Furthermore, if said improvements 
                are undertaken to reduce operating expenses, the amount 
                passed through to Tenant as an Operating Expense shall be the 
                lesser of the annual reduction in Operating Expenses or the 
                annual portion of the amortization of the cost of said 
                improvement over its useful life. Any of the above services 
                may be performed by Landlord or its affiliates, provided that 
                fees for the performance of such services shall be reasonable 
                and competitive with fees charged by unaffiliated entities 
                for the performance of such services in comparable buildings 
                in the area. Operating Expenses must be reasonably necessary 
                for the operation of the Property, commercially reasonable 
                and market competitive.  Tenant will have the right to 
                participate in the development and  review of the annual 
                budget for Operating Expenses before it is finalized.

                Notwithstanding the foregoing to the contrary, Operating 
                Expenses shall not include the Excluded Expenses, as 
                hereinafter defined. The term "Excluded Expenses" shall 
                include any Landlord overhead (property management fees to 
                affiliates excepted), costs and expenses relating to 
                defective design or construction of the Building, Landlord's 
                negligence or that of its employees, agents, or contractors, 
                real estate taxes based on a minimum assessment agreement to 
                the extent such taxes are greater than they would otherwise 
                be assessed, leasing commissions, repair costs paid by 
                insurance proceeds or by any tenant or third party, any and 
                all depreciation expense, any debt service, cost of capital 
                improvements except as specifically set forth above, any and 
                all repairs and improvements related to structural portions 
                of the Building, repair and improvements to the exterior 
                walls, replacement of HVAC units, including new units 
                installed by Tenant, and roof repair or maintenance costs in 
                excess of $1,800 per Fiscal Year (adjusted upward three 
                percent (3%) annually beginning in 1997) (the "Roof Repair 
                Cap").

       (iii)    The term "Taxes" means any form of assessment, rental tax, 
                license tax, business license fee, levy,  charge, tax or 
                similar imposition imposed by any authority having the power 
                to tax including any city, county, state or federal 
                government, or any school, agricultural, lighting, library, 
                drainage or other improvement or special assessment district, 
                as against the Property or any part thereof or any legal or 
                equitable interest of Landlord therein, or against Landlord 
                by virtue of its interest therein, and any reasonable costs 
                incurred by Landlord in any proceeding for abatement thereof, 
                including, without limitation, attorneys' and consultants' 
                fees, and regardless of whether any abatement is obtained. 
                Landlord's income and franchise taxes shall not be included 
                in "Taxes". All assessments must be amortized over the 
                longest term permitted by the local government authority and 
                only the current amortization  of such assessment is to be 
                included in Operating Expenses. If  Landlord or Tenant 
                decides to proceed with a tax protest relating to the 
                abatement of taxes, the other party's approval shall be 
                required, said approval to be timely and not unreasonably 
                withheld. Landlord will be responsible for any and all 
                special assessments relating to the construction of the 
                proposed railroad crossing project. Landlord shall exercise 
                reasonable efforts to promote and encourage the construction 
                of such project.

    3.3   PAYMENT FOR OCTOBER, 1996.

          In addition to the Base Rent and Operating Expenses payable with 
respect to the Term, Tenant shall pay to Landlord with respect to that 
portion of the month of October, 1996 preceding the Commencement Date an 
amount equal to one-half (1/2) of the Base Rent and Operating Expenses which 
would have been payable by Tenant with respect to such portion of the month 
of October, 1996 preceding the Commencement Date, had the Commencement Date 
occurred on October 1, 1996. On or prior to October 1, 1996, Tenant shall pay 
to Landlord an amount equal to one-half (1/2) of the monthly Base Rent and 

                                       5

<PAGE>

estimated Operating Expenses for the full month of October, 1996. Upon 
occupying and conducting business from the Premises, Tenant shall pay to 
Landlord the balance of the Base Rent and estimated Operating Expenses 
payable for the portion of the month of October, 1996 falling within the Term 
(being an additional amount equal to one-half (1/2) of the Base Rent and 
estimated Operating Expenses attributable on a pro-rata basis to the portion 
of the month of October, 1996 falling on and after the Commencement Date).

                           ARTICLE IV CONSTRUCTION

    4.1   LEASEHOLD IMPROVEMENTS BY TENANT.

    (a)   TENANT'S WORK. At its expense, Tenant shall cause the Premises to 
be built-out substantially in accordance with final plans (the design 
development drawings and specifications relating to the Tenant Improvements) 
to be signed by the Landlord and Tenant and attached hereto as EXHIBIT D (the 
"Final Plans"). The work to be constructed in accordance with the Final Plans 
is hereinafter referred to as the "Tenant Improvements" and shall be at a 
total cost, including all soft costs relating to the Tenant Improvements, 
including, without limitation, architect fees, legal fees and permits, to 
Tenant of no less than One Million Dollars ($1,000,000). Tenant shall pay 
all of the costs associated with preparing such Final Plans. Landlord shall 
not be responsible for interior design costs including, e.g., furniture, 
office systems, etc., all of such costs shall be the sole responsibility of 
Tenant. Tenant shall cause the Tenant Improvements to be installed with all 
due diligence in accordance with the Final Plans by Kraus-Anderson 
Construction, Inc. in a first-class workmanlike manner. Tenant shall use 
reasonable efforts to substantially complete the Tenant Improvements as soon 
as possible after the date it receives possession of the Property, which in 
no event shall be later than the Date of Lease. Once installed, the Tenant 
Improvements shall be part of the Premises and the sole property of Landlord, 
except that Tenant may remove from the Premises its personal property, 
equipment, trade fixtures, furniture and moveable partitions. Landlord shall 
have no obligation to improve the Premises prior to the Commencement Date, 
except as hereinbefore provided, and, thereafter, only as specifically 
required by this Lease.

    Except to the extent attached hereto as EXHIBIT D and hereby approved, 
Tenant shall submit the Final Plans to the Landlord as soon as they are 
completed for Landlord's approval, which approval shall not be unreasonably 
withheld or delayed. In the event the Landlord fails to approve or object to 
such plans by written notice to Tenant within five (5) days of Landlord's 
receipt of such Final Plans, then the Landlord shall have been deemed to have 
approved such Final Plans. 

    Tenant shall enter into a construction contract with Kraus-Anderson 
Construction, Inc. (the "Construction Contract") and shall perform all of its 
obligations thereunder in timely fashion. Tenant agrees to indemnify, defend 
and hold harmless Landlord from and against any and all claims for amounts 
due Kraus-Anderson Construction, Inc. under the Construction Contract, 
including, without limitation, Landlord's reasonable attorneys' fees.

    Tenant will cause the architect to certify to Landlord upon completion 
of the Tenant Improvements, that such Tenant Improvements have been 
constructed substantially in accordance with the Final Plans, as modified by 
change orders pursuant to subparagraph (c) hereof.

    Tenant agrees to assign to Landlord Tenant's rights under the 
Construction Contract and any warranties relating to equipment which is a 
part of the Tenant Improvements (if they are assignable) to the extent such 
assignment is necessary in Landlord's reasonable opinion to protect the 
Landlord with regard to any condition of the Building which involves the 
Tenant Improvements constructed pursuant to the Construction Contract. 
Tenant will cooperate with Landlord in its pursuit of any claims under the 
Construction Contract or the Warranties.

    (b)   TENANT IMPROVEMENT COST. Tenant agrees to pay all costs associated 
with constructing the Tenant Improvements pursuant to the terms of the 
Construction Contract. Tenant shall pay all costs incurred as a result of 

                                       6

<PAGE>

any change orders signed by Tenant affecting the Final Plans. Tenant agrees 
that the Tenant Improvements and all other costs Tenant incurs relating to 
such improvements, including, without limitation, architectural and legal 
fees, permits and insurance shall not be less than One Million Dollars 
($1,000,000).

    Notwithstanding the foregoing to the contrary, Landlord agrees to 
reimburse Tenant for the following amounts paid by Tenant to Kraus-Anderson 
Construction, Inc.: (i) $35,350.00 for improvements to the parking lot as 
specified in Northwest Asphalt's proposal dated April 29, 1996 and (ii) 
$28,195.00 for upgrades to mechanical and HVAC systems and removal of 
abandoned equipment. Landlord shall reimburse Tenant for such amounts within 
ten (10) days after Tenant's payment of such amounts and notice to Landlord 
requesting reimbursement. If Landlord fails to so reimburse Tenant, Tenant 
shall be entitled to offset the amounts due to it from Landlord pursuant to 
this paragraph 4.1(c) against the next ensuing rent payment(s) due under the 
Lease.

    (c)   CHANGES IN FINAL PLANS. It is anticipated that changes may need to 
be made to the Final Plans and Tenant may make such changes without the 
Landlord's consent, unless such changes reduce the total costs of the Tenant 
Improvements and other costs as provided in subparagraph (b) above to less 
than One Million Dollars ($1,000,000), affect the structural integrity of the 
Building, reduce the size or change the configuration of the Premises, or 
affect the mechanical, electrical, or HVAC systems serving the Building, in 
which event the Landlord's consent shall be required, which consent will not 
be unreasonably withheld or delayed. Any changes to the Final Plans must be 
in compliance with all building codes and local ordinances. Tenant shall pay 
any additional costs required to implement any such changes, including 
without limitation, architectural fees and construction cost increases. If 
Tenant's request for changes in the Final Plans results in a delay of the 
Commencement Date beyond October 1, 1996, Tenant shall agree to start paying 
Base Rent and additional rent as of October 1, 1996.

    (d)   INTERIOR FURNISHINGS. Landlord shall not be required to furnish 
professional interior design services to Tenant and shall not be required to 
pay for professional interior design services engaged by Tenant. Further, 
Tenant's interior furnishings, i.e., telephones, and moveable equipment, 
shall be the sole responsibility of Tenant.

    (e)   LANDLORD RESPONSIBILITY. Landlord shall reimburse Tenant for any 
increases in the cost of Tenant Improvements which result from conditions in 
the Building which were known to or should have been known by the Landlord 
and Landlord failed to disclose such conditions to Tenant or Landlord's 
contractor prior to Landlord entering into the Construction Contract. For 
example, such increased costs could result from a failure to disclose 
information relating to the design of the Building, problems with the 
Building or the mechanical, electrical or HVAC systems serving the Building, 
the structural integrity of any component of the Building, condition of the 
roof, or existence of certain types of environmental conditions, such as the 
presence of asbestos in the Building. Landlord agrees that it will be 
responsible for and reimburse Tenant for any increases in the cost of Tenant 
Improvements which result from the existing asbestos conditions in the 
Building and, if necessary, Landlord, at its sole cost and expense, will 
cause the asbestos conditions to be addressed appropriately, including, 
without limitation, the removal or encapsulation of the asbestos. If 
Landlord fails to so reimburse Tenant, Tenant shall be entitled to offset the 
amounts due to it from Landlord pursuant to this paragraph 4.1(c) against the 
next ensuing rent payment(s) due under the Lease. Tenant agrees to direct its 
contractor to use reasonable and diligent efforts not to disturb or expose 
any asbestos-containing materials which do not pose any health danger unless 
disturbed or exposed.

    4.2   ALTERATION BY TENANT.

    (a)   LANDLORD'S CONSENT. Tenant shall not make any alterations, 
decorations, additions, installations, substitutes or improvements after the 
Commencement Date (hereinafter collectively called "Alterations") in and to 
the Premises, without first obtaining Landlord's written consent. Landlord 
shall not unreasonably withhold or delay its consent; provided, however, that 

                                       7

<PAGE>

Landlord shall have no obligation to consent to Alterations of a structural 
nature that would violate the Certificate of Occupancy for the Premises or 
any applicable law, code or ordinance or the terms of any superior lease or 
mortgage affecting the Property. Tenant shall pay Landlord's reasonable 
costs of reviewing or inspecting any proposed Alterations.

    (b)   WORKMANSHIP. All work on any Alterations shall be done at 
reasonable times in a first-class workmanlike manner, by contractors approved 
by Landlord, according to plans and specifications previously approved by 
Landlord, which approval will not be unreasonably withheld or delayed. All 
work shall be done in compliance with all applicable laws, regulations, and 
rules of any government agency with jurisdiction, and with all regulations of 
the Board of Fire Underwriters or any similar insurance body or bodies. 
Tenant shall be solely responsible for the effect of any Alterations on the 
Building's structure and systems, notwithstanding that Landlord has consented 
to the Alterations, and shall reimburse Landlord on demand for any costs 
incurred by Landlord by reason of any faulty work done by Tenant or its 
contractors. Upon completion of any Alterations, Tenant shall provide 
Landlord with a complete set of "as-built" plans.

    (c)   LIENS. Tenant shall keep the Property and Tenant's leasehold 
interest therein free of any liens or claims of liens, and shall discharge 
any such liens within ten days of their filing. Before commencement of any 
work, if the contractor is other than Kraus-Anderson Construction, Inc., 
Tenant's contractor shall provide any payment, performance and lien indemnity 
bond reasonably required by Landlord, and Tenant shall provide evidence of 
such insurance as Landlord and Tenant may reasonably require, naming Landlord 
and Tenant as an additional insured. Tenant shall indemnify and defend 
Landlord and hold it harmless from and against any cost, claim, or liability 
arising from any work done by or at the direction of Tenant. Notwithstanding 
the foregoing to the contrary, Tenant will have the right to contest the 
validity of any liens so long as Tenant provides Landlord with adequate 
security against said liens, Tenant first notifies the Landlord in writing 
immediately upon the imposition of the lien and at least fifteen (15) days 
before Tenant commences any such contest, Tenant proceeds promptly and 
diligently with regard to such contest and there is no danger of Tenant's or 
Landlord's interest in the Premises being forfeited or lost.

    (d)   REMOVAL. All Alterations affixed to the Premises by Tenant with 
Landlord's consent shall become part thereof and remain therein at the end of 
the Term unless at the time Landlord consents to the Alterations Landlord 
requires Tenant to remove such Alterations at the end of the Term. If 
Landlord requires Tenant to remove any Alterations, Tenant shall do so and 
shall pay the cost of removal and any repair required by such removal. All 
of Tenant's personal property, trade fixtures, equipment, furniture, movable 
partitions, and any Alterations not affixed to the Premises shall remain 
Tenant's property.

                        ARTICLE V LANDLORD'S COVENANTS

    5.1   SERVICES FURNISHED BY LANDLORD.

    (a)   SERVICES; HEATING; COOLING. Landlord shall furnish services, 
utilities, facilities and supplies equal in quality to those customarily 
provided by landlords in buildings of a similar design in the area in which 
the Property is located.

    (b)   ELECTRICITY. Tenant's use of electrical energy in the Premises 
shall not at any time exceed the capacity of any of the electrical conductors 
or equipment in or otherwise serving the Premises. In the event Landlord 
consents to any additional electrical use, Tenant shall be responsible for 
any and all costs associated with such additional use.

    (c)   GRAPHICS AND SIGNAGE. Landlord shall provide, at Tenant's expense, 
identification of Tenant's name at the main entrance door to the Premises. 
In addition, Tenant will have the right to install and maintain, at its 
expense, exterior signage which is in compliance with all local ordinances, 
including, without limitation, payment of all permits.

                                       8

<PAGE>

    5.2   REPAIRS AND MAINTENANCE.

    Landlord shall repair and maintain, at its sole cost and expense and not 
as a part of Operating Expenses, the structural portions of the Building and 
the exterior walls of the Building (excluding exterior windows and glazing). 
Landlord shall also, at its sole cost and expense and not as a part of 
Operating Expenses, replace all or any portion of the roof that needs to be 
replaced rather than to be repaired and replace the heating, ventilating and 
air conditioning systems servicing the Premises, including the systems 
installed as part of Tenant Improvements. Landlord agrees to enter into an 
HVAC contract with a contractor mutually satisfactory to both Landlord and 
Tenant. Notwithstanding the foregoing, if any maintenance, repair or 
replacement is required because of any act, omission or neglect of duty by 
Tenant or its agents, employees, or contractors (excluding Kraus-Anderson 
Construction, Inc. relating to the Tenant Improvements if the architect's 
certificate has been provided to Landlord as provided in paragraph 4.1(a)) 
the cost thereof shall be paid by Tenant to Landlord as additional rent 
within thirty (30) days after billing therefor, subject to the waiver of 
subrogation provided in Section 10.7.

    5.3   QUIET ENJOYMENT.

    Upon Tenant's paying the rent and performing its other obligations, 
Landlord shall permit Tenant to peacefully and quietly hold and enjoy the 
Premises, subject to the provisions hereof.

    5.4   INSURANCE.

    Landlord shall insure on an all-risk basis the full replacement cost of 
the Property, including the Building (including, without limitation the 
Tenant Improvements and alteration), against damage by fire and standard 
extended coverage perils, and shall carry public liability insurance on the 
Premises, all in such reasonable amounts with such reasonable deductibles as 
would be carried by a prudent owner of a similar building in the area and 
with such higher limits, broader coverage or smaller deductibles as may be 
requested by Tenant. Landlord shall cause Tenant to be named as an additional 
insured under the foregoing insurance required to be maintained by the 
Landlord. Landlord may carry any other forms of insurance as it or its 
mortgagee may deem advisable. Tenant shall have no right to any proceeds from 
such policies, except to the extent of the unamortized Tenant Improvement 
Costs as determined pursuant to the amortization of Tenant Improvement Costs 
as of the date of a casualty if such proceeds are not used to restore such 
Tenant Improvements as provided in paragraph 8.1 hereof. Landlord shall not 
carry any insurance on any of Tenant's personal property, furniture, 
fixtures, equipment and moveable partitions and shall not be obligated to 
repair or replace any of such property, unless said repair or replacement is 
caused by LandLord's negligence or that of its employees or agents.

    5.5   ACCESS TO PREMISES.

    Landlord shall have reasonable access to the Premises to inspect 
Tenant's performance hereunder and to perform any acts required of or 
permitted to Landlord herein, including without limitation, the right to make 
any repairs or replacements Landlord deems necessary and the right to show 
the Premises to prospective tenants during the last nine months of the term. 
Landlord shall at all times have a key to the Premises, and Tenant shall not 
change any existing lock, nor install any additional lock without Landlord's 
prior consent. Except in the case of any emergency, any entry into the 
Premises by Landlord shall be on reasonable advance notice, and shall be 
scheduled in such a manner so as to cause the least amount of interference 
with Tenant's business as possible.

    5.6   RIGHT TO CEASE PROVIDING SERVICES.

    In connection with any repairs, alterations or additions to the Property 
or the Premises, or any other acts required of or permitted to Landlord 
herein, Landlord may suspend service of the Building's utilities, facilities 

                                       9

<PAGE>

or supplies, provided that Landlord shall use reasonable diligence to restore 
such services, facilities or supplies as soon as possible and subject to 
Force Majeure as defined in Section 10.15 below. If Landlord suspends any 
such services for more than two (2) business days, Tenant's Rent obligation 
shall be proportionately reduced during the time of such reduction or 
suspension. No such reduction or suspension permitted by this Section 5.6 
shall constitute an actual or constructive eviction or disturbance of 
Tenant's use or possession of the Premises which shall give Tenant the right 
terminate this Lease by written notice to Landlord, unless such reduction or 
suspension exceeds sixty (60) days and results in more than twenty-five (25%) 
percent of the Premises being unusable. 

    5.7   EXCISE TAX.

    If at any time during the Lease term, under the laws of the State in 
which the Property is located, any political subdivision thereof, or any 
other governmental authority, a tax or excise on rents or other tax 
(excluding income tax), however described, including but not limiting to 
assessments, charges or fees required to be paid, by way of substitution for 
or as a supplement to real estate taxes, or any other tax on rent or profits 
is substitution for or as a supplement to a tax levied against the property, 
building, or the personal property, shall be levied or assessed against 
Landlord on account of the rental expressly reserved hereunder, then Tenant 
will pay to Landlord as additional rent said tax or excise so due on the rent.

    5.8   ADA COMPLIANCE.

    Landlord and Tenant acknowledge that, in accordance with the provisions 
of the Americans with Disabilities Act (the "ADA"), responsibility for 
compliance with the terms and conditions of Title III of the ADA may be 
allocated as between Landlord and Tenant. Notwithstanding anything to the 
contrary contained in the Lease, Landlord and Tenant agree that the 
responsibility for compliance with the ADA shall be allocated as follows: (i) 
Tenant shall be responsible for compliance with the provisions of Title III 
of the ADA for any and all alterations made within the Building if Tenant 
constructs such alterations, without the assistance of the Landlord, 
regardless of whether Landlord consents to such alterations; and (ii) 
Landlord shall be responsible for compliance with the provisions of Title III 
of the ADA for the Property and exterior of the Building, unless such 
compliance is required as a result of Tenant Improvements, in which event 
Tenant shall be responsible for such compliance. Landlord and Tenant each 
agree to indemnify, defend and hold each other harmless from and against any 
claims, damages, costs and liabilities arising out of Landlord's or Tenant's 
failure, or alleged failure, as the case may be, to comply with Title III of 
the ADA within the areas for which each is responsible hereunder, which 
indemnification obligation shall survive the expiration or termination of 
this lease, Landlord and Tenant each agree that the allocation of 
responsibility for ADA compliance shall not require Landlord or Tenant to 
supervise, monitor or otherwise review the compliance activities of the other 
with respect to its assumed responsibilities for ADA compliance as set forth 
herein. The foregoing allocation of responsibility for ADA compliance 
between Landlord and Tenant, and the obligations of Landlord and Tenant 
established by such allocations, shall supersede any other provisions of the 
lease that may contradict or otherwise differ from the requirements of this 
Section.

                        ARTICLE VI TENANT'S COVENANTS

    6.1   REPAIR AND SURRENDER OF PREMISES.

    Tenant shall keep the Premises in good order and condition, and shall 
promptly repair any damage to the Premises or the rest of the Property 
(including all glass in windows and in exterior walls) caused by the 
negligent or unintentional acts or omissions of Tenant or its agents, 
employees, or invitees, licensees or independent contractors, subject to the 
waiver of subrogation as provided in paragraph 10.7. At the end of the Term, 
Tenant shall peaceably yield up the Premises in good order, repair and 
condition, except for reasonable wear and tear and insurable casualty. 

                                       10

<PAGE>

Tenant shall remove its own property and (if required by Landlord) any 
Alterations, repairing any damage caused by such removal and restoring the 
Premises and leaving them clean and neat. Any property not so removed shall 
be deemed abandoned and immediately shall become the property of Landlord 
which may be retained by Landlord or may be removed and disposed of by 
Landlord in such manner as Landlord shall determine and Tenant shall pay 
Landlord the entire cost and expense incurred by Landlord in effecting such 
removal and disposition and in making any incidental repairs and replacements 
to the Premises. 

    6.2   USE; WASTE; NUISANCE.

    (a)   GENERAL USE. Tenant shall use the Premises only for the Permitted 
Uses, and shall not use or permit the Premises to be used in violation of any 
law or ordinance or any certificate of occupancy issued for the Building or 
the Premises. Tenant shall not cause, maintain or permit any nuisance in, on 
or about the Premises, or commit or allow any waste in or upon the Premises. 

    (b)   OBSTRUCTIONS. Tenant shall not obstruct any portion of the 
Property outside the Premises, and shall not, except as otherwise previously 
approved by Landlord, place or permit any signs, curtains, blinds, shades, 
awnings, aerials or flagpoles, or the like, visible from outside the 
Premises. Landlord's approval will not be unreasonably withheld or delayed.

    (c)   FLOOR LOAD. Tenant shall not place a load upon the floor of the 
Premises exceeding the load per square foot such floor was designed to carry, 
as determined by Landlord or its structural engineer.

    (d)   COMPLIANCE WITH INSURANCE POLICIES. Tenant shall not keep or use 
any article in the Premises, or permit any activity therein, which is 
prohibited by any insurance policy covering the Building and Leasehold 
Improvements, or would result in an increase in the premiums thereunder; 
provided, however, that Landlord's insurance shall cover Tenant's Permitted 
Uses.

    6.3   ASSIGNMENT; SUBLEASE.

    Tenant shall not assign its rights under this Lease or sublet the whole 
or any part of the Premises without Landlord's prior written consent. 
Landlord's consent will not be unreasonably withheld or delayed. In 
addition, Landlord acknowledges that its consent to an assignment or sublease 
shall not be conditioned upon (i) the duration of the proposed sublease so 
long as said term does not extend beyond the term of this Lease and any 
applicable renewal term, (ii) the financial condition or ability of the 
proposed sublessee, or (iii) the economic terms and conditions of such 
sublease. In the event that Landlord grants such consent, Tenant shall 
remain primarily liable to Landlord for the payment of all rent and for the 
full performance of the obligations under this Lease. Any assignment or 
subletting which does not conform with this Section 6.3 shall be void and a 
default hereunder. Notwithstanding the foregoing, Tenant may, without 
Landlord's consent, assign or sublet the Premises to its parent corporation 
or any subsidiary thereof, if any, or assign or sublet the Premises to any 
entity that acquires all or substantially all of Tenant's assets or 
controlling interest in the stock or is the surviving entity after merging 
with Tenant. Such an assignment or sublease shall be referred to herein as a 
"Permitted Transfer."

    Except for a Permitted Transfer, if Tenant, after exercise of its option 
to extend the initial Term of this Lease, shall enter into a sublease or 
assignment that (x) extends past the expiration of the tenth (10th) 
anniversary of the Commencement Date and (y) covers forty percent (40%) or 
more of the Building, then Tenant shall pay to Landlord, on an annual basis, 
seventy-five percent (75%) of the "transfer premium", if any, as hereinafter 
defined, existing from and after the tenth (10th) anniversary of the 
Commencement Date. The transfer premium shall mean the annual amount of all 
base rent and additional rent payable by such sublessee or assignee to Tenant 
under the sublease or assignment (the "Sublease Rental") in excess of the 
Base Rent and additional rent payable by Tenant under this Lease during the 
corresponding annual period of the sublease or assignment (the "Lease 
Rental"), calculated on a pro rata basis if less than the entire Premises is 
assigned or sublet, less the following:

    (i)   An amount equal to the annual amortized amount of all costs 
          incurred by Tenant to secure the sublease or assignment, 

                                       11

<PAGE>

          including, without limitation, all attorneys' fees, brokerage fees, 
          remodeling costs and tenant inducements or allowances. Such costs 
          shall be amortized over the term of the sublease or assignment at a 
          rate equal to ten percent (10%) per annum; and

    (ii)  An amount equal to the annual Amortized Tenant Improvement Cost for 
          the applicable year during the term of the sublease or assignment, 
          calculated on a pro rata basis if less than the entire Premises is 
          assigned or sublet. 

In the event the transfer premium is a negative number in any year during the 
term of the sublease or assignment, then the negative balance shall be 
carried forward and applied to the succeeding year for the purpose of 
calculating the transfer premium (i.e. no transfer premium shall be payable 
unless the difference between the Sublease Rental and the Lease Rental in any 
one year of the sublease or assignment exceeds the total of (a) the sum of 
the amounts set forth in (i) and (ii) above in any one year and (b) the 
cumulative total of all unapplied negative transfer premiums applicable to 
previous years during the term of the sublease or assignment). The transfer 
premium shall be calculated as of each anniversary of the commencement date 
of the sublease or the assignment. Any transfer premium determined to be due 
shall be payable by Tenant to Landlord within thirty (30) days after each 
such anniversary date. 

    If the provisions of the second paragraph of this paragraph 6.3 shall 
apply, then Landlord, at its option, by written notice to Tenant within ten 
(10) days after Tenant's written notice to Landlord of such sublease, elect 
to receive one hundred percent (100%) of the difference between the Sublease 
Rental and the Lease Rental. If Landlord elects such option, then in order 
for such election by Landlord to be valid, Landlord shall pay Tenant within 
ten (10) days of Tenant's demand therefore, the amounts set forth in subpart 
(i) and subpart (ii) as provided in the second paragraph above.

    A condition of any assignment or sublease shall be that the assignee or 
subleasee shall affirmatively assume all obligations of the Tenant under the 
terms and conditions of this Lease and such assignment and sublease shall not 
relieve Tenant of its obligations under this Lease.

    6.4.  INDEMNITY.

    Tenant, at its expense, shall defend (with counsel satisfactory to 
Landlord), indemnify and hold harmless Landlord and its agents, employees, 
invitees, licensees and contractors from and against any cost, claim, action, 
liability or damage of any kind arising from (i) Tenant's use and occupancy 
of the Premises and the Property or any activity done or permitted by Tenant 
in, on, or about the Premises or the Property, (ii) any breach or default by 
Tenant of its obligations under this Lease, or (iii) any negligent, tortious, 
or illegal act or omission of Tenant, its agents, employees, or contractors; 
provided, however, that Tenant shall not be responsible for any cost, claim, 
action, liability or damage arising from Landlord's negligence or that of 
Landlord's agents, employees or contractors.

    Landlord, at its expense, shall defend (with counsel satisfactory to 
Tenant), indemnify and hold harmless Tenant and its agents, employees, 
invitees, licensees and contractors from and against any cost, claim, action, 
liability or damage of any kind by a third party arising from (i) any breach 
or default by Landlord of its obligations under this Lease or (ii) any 
negligence, tortious or illegal act or omission of Landlord, its agents, 
employees or contractors; provided, however, that Landlord shall not be 
responsible for any cost, claim, action, liability or damage arising from 
Tenant's negligence or that of its agents, employees, or contractors.

    The respective indemnifications and hold harmless provisions set forth 
above are subject to the waiver of subrogation as provided in Section 10.7.

    6.5   TENANT'S INSURANCE.

                                       12

<PAGE>

    Tenant shall maintain in responsible companies qualified to do business, 
in good standing in the state in which the Premises are located and at its 
sole expense the following insurance: comprehensive general liability 
insurance covering the Premises insuring Landlord as well as Tenant with 
limits which shall, at the commencement of the Term, be at least equal to the 
Public Liability Insurance Amounts stated in Section 1.2 and from time to 
time during the Term shall be for such higher limits, if any, as are 
customarily carried in the area in which the Premises are located with 
respect to similar properties, and workers' compensation insurance with 
statutory limits covering all of Tenant's employees working in the Premises, 
and to deposit promptly with Landlord certificates for such insurance, and 
all renewals thereof, bearing the endorsement that the policies will not be 
canceled until after ten (10) days' written notice to Landlord. All policies 
shall be taken out with insurers with a rating of A-IX by Best's and 
otherwise acceptable to Landlord.

    6.6   PAYMENT OF TAXES.

    Tenant shall pay before delinquency all taxes levied against Tenant's 
personal property or trade fixtures in the Premises. If any such taxes are 
levied against Landlord or its property, or if the assessed value of the 
Premises is increased by the inclusion of a value placed on Tenant's 
property, Landlord may pay such taxes, and Tenant shall upon demand repay to 
Landlord the portion of such taxes resulting from such increase.

    6.7   ENVIRONMENTAL COMPLIANCE.

    (a)   GENERAL. Tenant shall not cause any hazardous or toxic wastes, 
hazardous or toxic substances or hazardous or toxic materials (collectively, 
"Hazardous Materials") to be used, generated, stored or disposed of on, under 
or about, or transported to or from, the Property (collectively, "Hazardous 
Materials Activities"), except for normal amounts of such Hazardous Materials 
as are used in the ordinary course of Tenant's business and which are used in 
compliance with all laws, ordinances, rules and regulations (the "Permitted 
Chemicals"). Tenant will not engage in any Hazardous Material Activity in 
violation of any law, ordinance, rule or regulation relating to hazardous 
materials. Landlord shall not be liable to Tenant for any Hazardous 
Materials Activities by Tenant, Tenant's employees, agents, contractors, 
licensees or invitees, whether or not consented to by Landlord. Tenant shall 
not install or permit the installation of any underground storage tank. 
Tenant shall indemnify, defend with counsel acceptable to Landlord and hold 
Landlord harmless from and against any claims, damages, costs and liabilities 
arising out of Tenant's Hazardous Materials Activities, including, without 
limitation, court costs and reasonable attorneys' and consultant's fees; 
provided, however, that Tenant shall not be responsible for any claims, 
damages, costs or liabilities arising from negligence from Landlord or 
Landlord's agents, employees or contractors.

    (b)   REMEDIATION. Without limiting the foregoing, if Tenant permits the 
presence of any Hazardous Materials on or in the Property, Tenant, at its 
sole cost and expense, shall promptly take any and all actions necessary or 
required to return the Premises to the condition existing prior to the 
presence of any Hazardous Materials by Tenant on the Property. Tenant shall 
obtain Landlord's written consent prior to commencing any Such remedial 
action. Tenant shall remove and properly dispose of all of the Permitted 
Chemicals prior to the end of the Term. Landlord and Tenant shall each give 
written notice to the other as soon as reasonably practicable of (i) any 
communication received from any governmental authority concerning Hazardous 
Materials which relates to the Property, and (ii) any contamination of the 
property by Hazardous Materials which constitutes a violation of any 
Regulations.

    (c)   INSPECTION. Tenant shall permit Landlord to enter and inspect the 
Premises and conduct any necessary testing necessary to ensure that Tenant is 
in compliance hereunder at any time during the Term provided that Landlord 
gives Tenant reasonable advance notice and provided that Landlord conducts 
such inspection in a manner so as to cause the least amount of interference 
as possible with Tenant's use of the Premises. Tenant shall also permit any 
necessary inspection and testing prior to the end of the Term upon such 
advanced written notice and conducted in a manner as hereinbefore provided.

                                       13

<PAGE>

    (d)   TENANT'S OCCUPANCY. Notwithstanding the foregoing, Tenant shall 
not be responsible for any Hazardous Materials Activities prior to Tenant's 
occupancy of the Premises.

    (e)   HAZARDOUS MATERIALS. For purposes hereof, Hazardous Materials 
shall include but not be limited to substances defined as "hazardous 
substances", "toxic substances", or "hazardous wastes" in the federal 
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 
as amended; the federal Hazardous Materials Transportation Act, as amended; 
and the federal Resource Conservation and Recovery Act, as amended ("RCRA"); 
those substances defined as "hazardous substances", "materials", or "wastes" 
under the law of the state in which the Premises are located; and as such 
substances are defined in any regulations adopted and publications 
promulgated pursuant to said laws (collectively, "Regulations"). If Tenant's 
activities violate or create a risk of violation of any Regulations, Tenant 
shall cease such activities immediately upon notice from Landlord. Tenant 
shall immediately notify Landlord both by telephone and in writing of any 
spill or unauthorized discharge of Hazardous Materials or of any condition 
constituting an "imminent hazard" under any Regulations.

    (f)   LANDLORD'S ENVIRONMENTAL REPRESENTATIONS. Landlord, to the best of 
its knowledge and without a duty of inquiry, represents and warrants to 
Tenant that except as disclosed in the Environmental Site Assessment for 
Cardiac Pacemakers, Inc. and prepared by DPRA Incorporated dated June 1, 
1993, no toxic or hazardous wastes, pollutants or contaminants (including, 
without limitation, asbestos, urea formaldehyde, the group of organic 
compounds known as polychlorinated biphenyls, petroleum products including 
gasoline, fuel oil, crude oil and various constituents of such products, any 
hazardous substance as defined in the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. Section 
9601-9657, as amended, or included as a hazardous material, substance or 
related material in the Hazardous Materials Transportation Act, 40 U.S.C. 
Section 1801 ET SEQ., as amended. ("Hazardous Substances") have been 
generated, treated, stored, released or disposed of, or otherwise placed, 
deposited in or located on the Leased Premises, nor has any activity been 
undertaken on the Premises that would cause or contribute to (i) the Premises 
to become a treatment, storage or disposal facility within the meaning of, or 
otherwise bring the property within the ambit of, the Resource Conservation 
and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 EQ SEQ., or any 
similar state law or local ordinance, (ii) a release or threatened release of 
Hazardous Substances from the Premises within the meaning of, or otherwise 
bring the Premises within the ambit of, CERCLA or any similar state law or 
local ordinance, or (iii) the discharge of pollutants or effluents into any 
water source or system, the dredging or filling of any waters or the 
discharge into the air of any emissions, that would require a permit under 
the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 ET SEQ., or 
the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ., or any similar state law 
or local ordinance. There are no substances or conditions in or on the 
Premises that may support a claim or cause of action under RCRA, CERCLA or 
any other federal, state or local environmental statutes, regulations, 
ordinances or other environmental regulatory requirements. Landlord shall 
indemnify Tenant, its successors and assigns, against, and shall hold Tenant, 
its successors and assigns, harmless from any and all liabilities, 
obligations, damages, fines, penalties, claims, demands, costs, charges, 
judgments and expenses, including reasonable attorneys' fees, that Tenant 
incurs by reason of any of the foregoing representations or warranties being 
untrue.

    (g)   TENANT'S ENVIRONMENTAL REPRESENTATIONS. Tenant, to the best of its 
knowledge, represents and warrants to Landlord that (a) as a result of the 
conduct of its business on the Premises, no toxic or hazardous wastes, 
pollutants or contaminants (including, without limitation, asbestos, urea 
formaldehyde, the group of organic compounds known as polychlorinated 
biphenyls, petroleum products including gasoline, fuel oil, crude oil and 
various constituents of such products, any hazardous substance as defined in 
the Comprehensive Environmental Response, Compensation and Liability Act of 
1980 ("CERCLA"), 42 U.S.C. Section 9601-9657, as amended, or included as a 
hazardous material, substance or related material in the Hazardous Materials 
Transportation Act, 40 U.S.C. Section 1801 ET SEQ., as amended. ("Hazardous 
Substances") will be generated, treated, stored, released or disposed of, or 

                                       14

<PAGE>

otherwise placed, deposited in or located on the Premises, in violation of 
any federal, state or local environmental statute, regulation or ordinance 
and (b) without a duty of inquiry as to the existing condition of the 
Premises, nor has any activity been undertaken or will be undertaken by 
Tenant on the Premises (based on Landlord's representation regarding the 
condition of the Premises) that would cause or contribute to (i) the Premises 
to become a treatment, storage or disposal facility within the meaning of, or 
otherwise bring the property within the ambit of, the Resource Conservation 
and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Section 6901 EQ SEQ., or any 
similar state law or local ordinance, (ii) a release or threatened release of 
Hazardous Substances from the Premises within the meaning of, or otherwise 
bring the Premises within the ambit of, CERCLA or any similar state law or 
local ordinance, or (iii) the discharge of pollutants or effluents into any 
water source or system, the dredging or filling of any waters or the 
discharge into the air of any emissions, that would require a permit under 
the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 ET SEQ., or 
the Clean Air Act, 42 U.S.C. Section 7401 ET SEQ., or any similar state law 
or local ordinance. There will be no substances or conditions in or on the 
Premises resulting solely from Tenant's use and occupancy of the Premises 
that may support a claim or cause of action under RCRA, CERCLA or any other 
federal, state or local environmental statutes, regulations, ordinances or 
other environmental regulatory requirements. Tenant shall indemnify and 
defend Landlord, its successors and assigns, against, and shall hold 
Landlord, its successors and assigns, harmless from any and all liabilities, 
obligations, damages, fines, penalties, claims, demands, costs, charges, 
judgments and expenses, including reasonable attorneys' fees, that Landlord 
incurs by reason of any of the foregoing representations or warranties being 
untrue.

    (h)   SURVIVAL. The obligations of Landlord and Tenant under this 
Section 6.8 shall survive the expiration or earlier termination of the Term.

                             ARTICLE VII DEFAULT

    7.1   EVENTS OF DEFAULT.

  The occurrence of any one or more of the following events shall 
constitute a default hereunder by Tenant:

    (i)   The failure by Tenant to make any payment of Base Rent or 
          additional rent or any other payment required hereunder, as and 
          when due, where such failure shall continue for a period of five 
          (5) days after written notice thereof from Landlord to Tenant; 
          provided, that   Landlord shall not be required to provide such 
          notice more than twice   during the Term with respect to 
          non-payment of Rent. In the event Landlord is no longer obligated 
          to provide written notice of a payment default, Tenant shall not be 
          deemed to be in default under this paragraph thereafter unless 
          Tenant fails to make such payment within five (5) days of the due 
          date of any such payment;

    (ii)  The failure by Tenant to observe or perform any of the express or 
          implied covenants or provisions of this Lease to be observed or 
          performed by Tenant, other than as specified in clause (i) above, 
          where such failure shall continue for a period of more than 
          fifteen (15) days after written notice thereof from Landlord to 
          Tenant; provided, however, that if the nature of Tenant's default 
          is such that more than fifteen (15) days are reasonably required 
          for its cure, then Tenant shall not be deemed to be in default if 
          Tenant shall commence such cure within said ten-day period and 
          thereafter diligently prosecute such cure to completion, which 
          completion shall occur not later than seventy-five (75) days from 
          the date of such notice from Landlord and subject to force majeure;

    (iii) The failure by Tenant of all or any portion of Tenant's 
          obligations under this Lease to pay its debts as they become due, 
          or Tenant becoming insolvent, filing or having filed against it a 
          petition under any chapter of the United States Bankruptcy Code, 11 
          U.S.C. Section 101 et seq. (or any similar petition under any 
          insolvency law of any jurisdiction) and such petition is not 
          dismissed within forty-five (45) days thereafter, proposing any 

                                       15

<PAGE>

          dissolution, liquidation, composition, financial reorganization or 
          recapitalization with creditors, making an assignment or trust 
          mortgage for the benefit of creditors, or if a receiver, trustee, 
          custodian or similar agent is appointed or takes possession with 
          respect to any property or business of Tenant or of Guarantor; or

    (iv)  If the leasehold estate under this Lease or any substantial part 
          of the Property or assets of Tenant of this leasehold is taken by 
          execution, or by other process of law, or is attached or subjected 
          to any involuntary encumbrance if such attachment or other seizure 
          remains undismissed or undischarged for a period of ten (10) 
          business (10) days after the levy hereof.

    7.2   REMEDIES UPON DEFAULT.

    In the event of any such default by Tenant, whether or not the Term 
shall have begun, in addition to any other remedies available to Landlord at 
law or in equity, Landlord shall have the option without further notice to 
terminate this Lease and all rights of Tenant hereunder by notice to Tenant 
and this Lease shall thereupon come to an end as fully and completely as if 
the date such notice is given were the date originally fixed for the 
expiration of the Term, and Tenant shall then quit and surrender the Premises 
to Landlord, but Tenant shall remain liable as hereinafter provided. 
Landlord shall have the right to terminate Tenant's right to possession of 
the Premises and re-enter the Premises and take possession thereof without 
terminating this Lease.

    7.3   DAMAGES.

    (a)   CALCULATION OF DAMAGES. In the event that this Lease is terminated 
under any of the provisions contained in Section 7.1, Tenant covenants to pay 
forthwith to Landlord, as compensation, the present value of excess of the 
total rent reserved for the residue of the Term over the fair market rental 
value of the Premises for said residue of the Term. In calculating the rent 
reserved and the fair market value of the Premises there shall be included, 
in addition to the Base Rent and all additional rent, the value of all other 
considerations agreed to be paid or performed by Tenant for said residue. If 
the Lease is not terminated and only Tenant's right of occupancy is 
terminated, then Tenant further covenants as an additional and cumulative 
obligation after any such termination to pay punctually to Landlord all the 
sums and perform all the obligations which Tenant covenants in this Lease to 
pay and to perform in the same manner and to the same extent and at the same 
time as if Tenant's occupancy had not been terminated. In calculating the 
amounts to be paid by Tenant under the immediately preceding sentence Tenant 
shall be credited with any amount paid by Tenant to Landlord and also with 
the net proceeds of any Rent obtained by Landlord by reletting the Premises, 
after deducting the monthly portion of the amortization at ten percent (10%) 
interest per annum of all Landlord's reasonable expenses incurred in 
connection with such reletting over the term of such new lease, including, 
without limitation, all repossession costs, brokerage commissions, fees for 
legal services and expenses of preparing the Premises for such reletting. 
Landlord is obligated to exercise its best efforts to mitigate Tenant's 
damages and to re-let the Premises on terms that are commercially reasonable.

    (b)   NO LIMITATIONS. Nothing contained in this Lease shall limit or 
prejudice the right of Landlord to prove for and obtain in proceedings for 
bankruptcy or insolvency by reason of the termination of this Lease, an 
amount equal to the maximum allowed by any statute or rule of law in effect 
at the time when, and governing the proceedings in which, the damages are to 
be provided, whether or not the amount be greater, equal to, or less than the 
amount of the loss or damages referred to above.

    7.4   CUMULATIVE REMEDIES.

    Landlord's remedies under this Lease are cumulative and not exclusive of 
any other remedies to which Landlord may be entitled in case of Tenant's 
breach or threatened breach of this Lease. Landlord shall be entitled to the 
remedies of injunction and specific performance with respect to any such 
breach.

                  ARTICLE VIII CASUALTY AND EMINENT DOMAIN

                                       16

<PAGE>

    8.1   CASUALTY.

    (a)   CASUALTY IN GENERAL. If, during the term of this Lease, the 
Premises, the Building or the Lot, are wholly or partially damaged or 
destroyed by fire or other casualty, and the casualty renders the Premises 
totally or partially inaccessible or unusable by Tenant in the ordinary 
conduct of Tenant's business, then Landlord shall, within thirty (30) days of 
the date of the damage, give Tenant a notice ("Damage Notice") stating 
whether, according to Landlord's good faith estimate, the damage can be 
repaired and the Premises restored to their condition prior to the casualty 
within one hundred eighty (180) days from the date of damage ("Repair 
Period"), without the payment of overtime or other premiums. If the Damage 
Notice states that the repairs can be completed within the Repair Period 
without the payment of overtime or other premiums, then Landlord shall, at 
its cost and expense, promptly proceed to make the repairs and to restore the 
Premises to their condition prior to the casualty, this Lease shall remain in 
full force and effect, and Base Rent and all additional rent shall be 
reduced, during the period between the casualty and completion of the 
repairs, in proportion to the portion of the Premises that is inaccessible, 
unusable during that period and which is, in fact, not utilized by Tenant, or 
usable during that period, but not utilized by Tenant as a result of the 
damage to other portions of the Premises. If the Damage Notice states that 
the repairs cannot, in Landlord's good faith estimate, be completed within 
the Repair Period without the payment of overtime or other premiums, then 
either party may, by written notice to the other, terminate this Lease as of 
the date of the occurrence of such damage or destruction, by notice given to 
the other within thirty (30) days after the giving of the Damage Notice. If 
either party elects to terminate this Lease, Tenant shall be automatically 
released from its obligations under this Lease. If neither party so 
terminates, then this Lease shall remain in effect, Landlord shall promptly 
proceed to make repairs and restore the Premises to their condition prior to 
the casualty, and Base Rent shall be proportionately reduced as set forth 
above during the period when the Premises is inaccessible, unusable or usable 
and is not used by Tenant.

    (b)   CASUALTY WITHIN FINAL SIX MONTHS OF TERM. Notwithstanding anything 
to the contrary contained in this Section 8.1, if the Premises or the 
Building are wholly or partially damaged or destroyed within the final six 
(6) months of the Term of this Lease, Landlord shall not be required to 
repair such casualty and either Landlord or Tenant may elect to terminate 
this Lease, unless Tenant elects to extend the Term of this Lease, in which 
event the provisions of subparagraph (a) above shall apply.

    (c)   TENANT'S PERSONAL PROPERTY. Under no circumstances shall Landlord 
be required to repair any damage to, or make any repairs to or replacements 
of, Tenant's personal property. As part of Operating Expenses, Landlord 
shall insure the Premises, including, without limitation, the Building, 
Tenant Improvements and any Alterations that are not Tenant's personal 
property and of which Landlord has received notice and approved, and shall 
cause the Building, including, without limitation, the Tenant Improvements 
and Alterations to be repaired and restored to their condition prior to the 
casualty, at Landlord's sole expense; provided, however, that no portion of 
any deductible amount shall be included in Operating Costs or otherwise paid 
by Tenant. Landlord shall have no responsibility for any contents placed or 
kept in or on the Premises or the Building by Tenant or Tenant's agents, 
employees, invitees or contractors.

    (d)   PAYMENT OF UNAMORTIZED TENANT IMPROVEMENT COST UPON TERMINATION. 
In the event that Landlord terminates this Lease following a casualty as set 
forth in this Section 8.1 or Landlord defaults in its obligation to restore 
the Premises as provided in this paragraph 8.1 and the Lease is terminated as 
a result thereof, then Landlord shall pay to Tenant, within thirty (30) days 
following such election to terminate, an amount equal to the unamortized 
portion of the Tenant Improvement Cost as of the day of the casualty as 
determined pursuant to the Amortization of Tenant Improvement Cost. In the 
event Tenant terminates this Lease following a casualty as set forth in 
Section 8.1, then Landlord shall be obligated to pay to Tenant only that 
portion of said unamortized Tenant Improvement Cost which only relates to the 
Tenant Improvements damaged or destroyed by such casualty. 

                                       17

<PAGE>

    (e)   EXCLUSIVE REMEDY. This Section 8.1 shall be Tenant's sole and 
exclusive remedy in the event of damage or destruction to the Premises or the 
Building. No damages, compensation or claim shall be payable by Landlord for 
any inconvenience, any interruption or cessation of Tenant's business, or any 
annoyance, arising from any damage to or destruction of all or any portion of 
the Premises or the Building, regardless of the cause.

    8.2   EMINENT DOMAIN.

    (a)   EMINENT DOMAIN IN GENERAL. If the whole of the Building shall be 
taken or appropriated under the power of eminent domain or condemnation 
(hereinafter, a "Taking"), this Lease shall automatically terminate as of the 
effective date of the Order of Taking, or as of the date possession is taken 
by the Taking authority, whichever is earlier. If (i) any part of the 
Building or (ii) more than twenty percent (20%) of parking area serving the 
Building is the subject of a Taking, then Tenant may elect to terminate this 
Lease upon sixty (60) days written notice to Landlord. Such notice must be 
delivered to Landlord within thirty (30) days following the effective date 
of the Order of Taking, or as of the date possession is taken by the Taking 
authority, whichever is earlier. No award for any partial or entire Taking 
shall be apportioned except as provided in subparagraph (b) below. Landlord 
shall receive and Tenant hereby assigns to Landlord any award which may be 
made and any other proceeds in connection with such Taking, together with all 
rights of Tenant to such award or proceeds, including, without limitation, 
any award or compensation for the value of all or any part of the leasehold 
estate except for the amount due by Landlord to Tenant as provided in 
subparagraph (b) below. Notwithstanding the foregoing to the contrary, 
nothing contained in this Section 8.2(a) shall be deemed to give Landlord any 
interest in or to require Tenant to assign to Landlord any separate award 
made to Tenant for (a) the taking of Tenant's personal property, (b) 
interruption of or damage to Tenant's business, (c) Tenant's moving and 
relocation costs or (d) the unamortized portion of the Tenant Improvement 
Costs, except to the extent paid by Landlord as provided in subparagraph (b) 
below.

    (b)   PAYMENT OF UNAMORTIZED TENANT IMPROVEMENT COST UPON TERMINATION. 
In the event that this Lease is terminated following a Taking of the whole 
Building as set forth in this Section 8.2, then Landlord shall pay over to 
Tenant, within ten (10) days of receipt of the Landlord's condemnation award, 
that portion of Landlord's condemnation award or proceeds equal to the 
unamortized portion of the Tenant Improvement Cost as of the date the Lease 
is terminated as determined pursuant to the Amortization of Tenant 
Improvement Cost. If the Taking affects only a portion of the Premises, then 
Landlord shall be obligated to pay to Tenant only that portion of said 
unamortized Tenant Improvement Cost which relates only to the Tenant 
Improvements subject to the Taking.

    Notwithstanding the foregoing to the contrary, Tenant agrees to allow 
any separate award for the Tenant Improvements to be included as part of the 
Landlord's award if Landlord agrees and instructs the condemning authority 
that the check for the Landlord's award shall be made payable to Landlord and 
Tenant. Tenant agrees to endorse such check to Landlord upon receipt of the 
amount due Tenant pursuant to this subparagraph (b).

    Additionally, Landlord shall provide Tenant with copies of all 
pleadings, documents, notices of meetings and appraisals relating to the 
condemnation. Tenant shall have a right to attend all hearings, proceedings 
and meetings. 

    (c)   REDUCTION IN BASE RENT/RESTORATION. In the event of a Taking which 
does not result in a termination of the Lease, Base Rent shall be 
proportionately reduced based on the portion of the Premises rendered 
unusable, and Landlord, at its sole cost and expense, shall restore the 
Premises and the Building including, without limitation, the Tenant 
Improvements and Alterations, as promptly as possible, to a complete 
architectural structure and, as nearly as possible, to the condition existing 
immediately prior to the Taking. Landlord shall not be required to repair or 
restore any damage to Tenant's personal property.

    (d)   SOLE REMEDIES. This Section 8.2 sets forth Tenant's and Landlord's 
sole remedies for any Taking. Upon termination of this Lease pursuant to 

                                       18

<PAGE>

this Section 8.2, Tenant and Landlord hereby agree to release each other from 
any and all obligations and liabilities with respect to this Lease except 
such obligations and liabilities which arise or accrue prior to such 
termination.

             ARTICLE IX RIGHTS OF PARTIES HOLDING PRIOR INTERESTS

    9.1   SUBORDINATION.

    This Lease shall be subject and subordinate to any and all mortgages, 
deeds of trust and other instruments in the nature of a mortgage, which now 
or at any time hereafter encumber the Property so long as the holder of such 
mortgage, deed of trust or other instruments in the nature of a mortgage, 
enters into an attornment agreement with Tenant and a non-disturbance 
agreement with Tenant whereby such holder agrees not to interfere with 
Tenant's possession of the Premises and agrees to recognize all of Tenant's 
rights under the Lease, including the rights of renewal, right of termination 
and right of first offer to purchase. Tenant shall, within twenty (20) days 
of Landlord's request, execute and deliver to Landlord such recordable 
written instruments as shall be necessary to show the subordination of this 
Lease to said mortgages, deeds of trust or other such instruments in the 
nature of a mortgage, provided that such recordable written instruments 
contain the attornment and non-disturbance protection as provided above and 
as generally set forth in the attached EXHIBIT F. In the event that any 
holder of a mortgage, deed of trust or other instrument in the nature of a 
mortgage shall succeed to the interests of Landlord under this Lease, then, 
at the option of such holder, this Lease shall continue in full force and 
effect and Tenant shall and does hereby agree to atom to such holder and to 
recognize such holder as its landlord.

                           ARTICLE X MISCELLANEOUS

    10.1  REPRESENTATIONS BY TENANT AND BY LANDLORD.

    Tenant represents and warrants that any financial statements provided by 
it to Landlord were true, correct and complete when provided, and that no 
material adverse change has occurred since that date that would render them 
inaccurate or misleading. Tenant represents and warrants that those persons 
executing this Lease on Tenant's behalf are duly authorized to execute and 
deliver this Lease on its behalf, and that this Lease is binding upon Tenant 
in accordance with its terms, and simultaneously with the execution of this 
Lease, Tenant shall deliver evidence of such authority to Landlord in form 
satisfactory to Landlord. Landlord represents and warrants to Tenant that 
those persons executing this Lease on behalf of Landlord are duly authorized 
to execute and deliver this Lease on its behalf, that this Lease is binding 
upon Landlord in accordance with its terms and that it is the fee owner of 
the Property and that to the best of Landlord's knowledge title to the 
Property is subject only to the liens and encumbrances contained in EXHIBIT E.

    10.2  NOTICES.

    Any notice required or permitted hereunder shall be in writing. 
Communications shall be addressed to Landlord c/o Managing Agent at Managing 
Agent's Address and to Tenant at Tenant's Address. Any communication so 
addressed shall be deemed duly given when delivered by hand, the day sent by 
fax, one day after being sent by Federal Express (or other guaranteed one day 
delivery service) or three days after being sent by registered or certified 
mail, return receipt requested. Either party may change its address by 
giving notice to the other.

                                       19

<PAGE>

    10.3  NO WAIVER OR ORAL MODIFICATION.

    No provision of this Lease shall be deemed waived by Landlord or Tenant 
except by a signed written waiver. No consent to any act or waiver of any 
breach or default, express or implied, by Landlord or Tenant, shall be 
construed as a consent to any other act or waiver of any other breach or 
default.

    10.4  PARTIAL INVALIDITY.

    If any provision of this Lease, or the application thereof in any 
circumstances, shall to any extent be invalid or unenforceable, the remainder 
of this Lease shall not be affected thereby, and each provision hereof shall 
be valid and enforceable to the fullest extent permitted by law.

    10.5  SELF-HELP.

    If ten (10) days after written notification from Landlord, Tenant fails 
to commence performing and continues to perform any obligation hereunder, 
Landlord may enter the Premises and perform it on Tenant's behalf. In so 
doing, Landlord may make any payment of money or perform any other act. All 
out-of-pocket sums so paid by Landlord which are reasonably necessary to 
perform Tenant's obligations under this Lease shall be considered additional 
rent under this Lease and shall be payable to Landlord immediately on demand, 
together with interest from the date of demand to the date of payment at the 
"Interest Rate". For purposes of this Lease, the Interest Rate shall mean 
four (4) percentage points above the prime rate published in the WALL STREET 
JOURNAL, it being understood that in no event shall such Interest Rate exceed 
the maximum interest rate permitted by any applicable state law.

    If thirty (30) days after written notification from Tenant, Landlord 
fails to commence performing and continuing to perform any obligation 
hereunder, and then ten (10) business days thereafter after written notice by 
Tenant to Landlord's first mortgagee, said mortgagee has failed to commence 
so performing, Tenant may perform it on Landlord's behalf. In so doing, 
Tenant may make any reasonable payment of money or perform any other 
reasonable act. All out-of-pocket sums so paid by Tenant which are 
reasonably necessary to perform Landlord's obligations under this Lease shall 
be payable to Tenant immediately on demand, together with interest from the 
date of demand to the date of payment at the "Interest Rate". For purposes 
of this Lease, the Interest Rate shall mean four (4) percentage points above 
the prime rate published in the WALL STREET JOURNAL, it being understood that 
in no event shall such Interest Rate exceed the maximum interest rate 
permitted by any applicable state law. To the extent Landlord fails to pay 
such amount upon Tenant's demand, Tenant shall have the right to set off 
against Rent the amount due by Landlord to Tenant under this paragraph. 
Notwithstanding the foregoing to the contrary, if within the thirty (30) days 
following Tenant's notice to Landlord, Landlord gives notice to Tenant that 
Landlord disputes Tenant's claim that a default exists by Landlord or within 
ten (10) days of Tenant's demand for payment, Landlord objects to the amount 
of the set-off, then if the amount of the set-off is more than Twenty 
Thousand Dollars ($20,000), the amount in excess thereof shall be paid into 
an escrow account mutually agreed to by Tenant and Landlord or, if they 
cannot agree, then into Ramsey County District Court until the dispute as to 
Tenant's rights under this paragraph has been resolved.

    10.6  TENANT'S ESTOPPEL CERTIFICATE.

    Within ten (10) days after written request by Landlord, Tenant shall 
execute, acknowledge and deliver to Landlord a written statement certifying 
(a) that this Lease is unmodified and in full force and effect, or is in full 
force and effect as modified and stating the modifications; (b) the amount of 
Base Rent and the date to which Base Rent and additional rent have been paid 
in advance; (c) the amount of any security deposited with Landlord; and (d) 
that Landlord is not in default hereunder or, if Landlord is claimed to be in 
default, stating the nature of any claimed default, and (e) such other 

                                       20

<PAGE>

matters as may be reasonably requested by Landlord. Any such statement may 
be relied upon by a purchaser, assignee or lender. Tenant's failure to 
execute and deliver such statements within the time required shall be a 
default under this Lease and shall also be conclusive upon Tenant that (i) 
this Lease is in full force and effect and has not been modified except as 
represented by Landlord; and (ii) there are no uncured defaults in Landlord's 
performance and Tenant has no right of offset, counterclaim or deduction 
against rent.

     10.7  WAIVER OF SUBROGATION.

     Landlord and Tenant each hereby waive all rights of recovery against the 
other and against the officers, employees, agents, and representatives of the 
other, on account of loss by or damage to the waiving party or its property 
or the property of others under its control, to the extent that such loss or 
damage is insured against under any insurance policy that either may have in 
force at the time of the loss or damage or would have been insured against 
under the insurance policies required to be maintained by each party under 
this Lease. Each party shall notify its insurers that the foregoing waiver is 
contained in this Lease. Landlord and Tenant shall cause each insurance 
policy obtained by each of them to provide that the insurer waives all right 
of recovery by way of subrogation against either Landlord or Tenant and their 
respective officers, employees, agents and representatives in connection with 
any loss or damage covered by such policy.

    10.8  ALL AGREEMENTS; NO REPRESENTATIONS.

    This Lease contains all of the agreements of the parties with respect to 
the subject matter hereof and supersedes all prior dealings between them with 
respect to such subject matter. Each party acknowledges that the other has 
made no representations or warranties of any kind except as may be 
specifically set forth in this Lease.

    10.9  BROKERAGE.

    Landlord will pay to Woodbridge Partners, Inc., a brokerage commission 
of $257,581.50, which is $2.75/s.f. times 93,666 s.f. Payment of the 
commission will be due one hundred percent (100%) upon the Commencement Date. 
 In the event the commission is not paid by Landlord, Tenant may pay such 
amount to Woodbridge Partners, Inc. and set off such amount plus interest at 
the "Interest Rate" as defined in Section 10.5 applied on the unpaid balance 
of such amount which remains from time to time against Rent. Landlord and 
Tenant acknowledge that Woodbridge Partners, Inc. is the agent for and acting 
solely on behalf of the Tenant with regard to this Lease.

    10.10 SUCCESSORS AND ASSIGNS.

    This Lease shall be binding upon and inure to the benefit of the parties 
hereto and their respective successors and assigns; provided, however, that 
only the original Landlord named herein shall be liable for obligations 
accruing before the beginning of the Term, and thereafter the original 
Landlord named herein and each successive owner of the Premises shall be 
liable only for obligations accruing during the period of their respective 
ownership.

    10.11 CONSTRUCTION OF DOCUMENT.

    This Lease shall be construed, governed and enforced according to the 
laws of the state in which the Property is located. In construing this 
Lease, section headings shall be disregarded. Any recitals herein or 
exhibits attached hereto are hereby incorporated into this Lease by this 
reference. Time is of the essence of this Lease and every provision 
contained herein. The parties acknowledge that this Lease was freely 
negotiated by both parties, each of whom was represented by counsel; 
accordingly, this Lease shall be construed according to the fair meaning of 
its terms, and not against either party.

    10.12  DISPUTES PROVISIONS.

                                       21

<PAGE>

    If either Landlord or Tenant institutes any action to enforce the 
provisions of this Lease or to seek a declaration of rights hereunder, the 
prevailing party shall be entitled to recover its reasonable attorneys' fees 
and court costs as part of any award. 

    10.13 HOLDOVER.

    If Tenant holds over in occupancy of the Premises after the expiration 
of the Term, Tenant shall become a tenant at sufferance only, at a rental 
rate equal to one hundred sixty-five percent (165%) of the Base Rent in 
effect at the end of the Term, plus the amount of Tenant's Share of Operating 
Expenses then in effect, and otherwise subject to the terms and conditions 
herein specified, so far as applicable, and shall be liable for all damages 
sustained by Landlord on account of such holding over.

    10.14 LATE PAYMENT.

    Tenant acknowledges that the late payment by Tenant to Landlord of any 
sums due under this Lease will cause Landlord to incur costs not contemplated 
by this Lease, the exact amount of such costs being extremely difficult and 
impractical to ascertain. Therefore, if any Base Rent or other sum due 
hereunder is not paid after the date the same was due, it shall bear interest 
from the due date at the Interest Rate as defined in Section 10.5, the 
payment of which interest shall be additional rent hereunder.

    10.15 FORCE MAJEURE.

    If Landlord or Tenant is prevented from or delayed in performing any act 
required of it hereunder, and such prevention or delay is caused by strikes, 
labor disputes, inability to obtain labor, materials, or equipment, inclement 
weather, acts of God, governmental restrictions, regulations, or controls, 
judicial orders, enemy or hostile government actions, civil commotion, fire 
or other casualty, or other causes beyond such party's reasonable control 
(collectively, "Force Majeure"), the performance of such act shall be excused 
for a period equal to the period of prevention or delay, A party's financial 
inability to perform its obligations shall in no event constitute Force 
Majeure.

    10.16 LIMITATION ON LIABILITY.

    The obligations of Landlord and Tenant under this Lease do not 
constitute personal obligations of the individual partners, directors, 
officers, shareholders, trustees or beneficiaries of Landlord or Tenant, and 
neither Landlord or Tenant shall seek recourse against the partners, 
directors, officers, shareholders, trustees or beneficiaries of the other 
party, or any of their personal assets for satisfaction of any liability with 
respect to this Lease. 

    10.17   LEASE NOT TO BE RECORDED.

    Tenant agrees that it will not record this Lease. Both parties shall, 
upon the request of either, execute and deliver a notice or short form of 
this Lease in recordable form which sets forth the general information with 
regard to the parties, the Property, the initial term, the renewal terms, 
and the right of first offer to purchase the Property. If this Lease is 
terminated before the Term expires the parties shall execute, deliver and 
record an instrument acknowledging such fact and the actual date of 
termination of this Lease.

    10.18 OPTION TO EXTEND.

    Tenant is hereby given the option to extend the Term hereunder (the 
"Initial Term") for two (2) periods of five (5) years each (the "Extension 
Terms") provided that at the time such options to extend are exercised Tenant 
shall not be in default under any of the terms of this Lease. Tenant shall 

                                       22

<PAGE>

give notice in writing to Landlord of its exercise of each option at least 
nine (9) months prior to the termination of the Initial Term or the first 
option term. Prior to the exercise by Tenant of such option, the expression 
"Term" shall mean the Initial Term, and after the exercise by Tenant of each 
option, the expression "Term" shall mean the original Term as it has been 
then extended by the Extension Term. Such extension shall be upon the same 
terms, covenants and conditions as are contained in this Lease except that 
the Base Rent for the extension period shall be $421,497.00 per annum for the 
first option term and $515,163.00 per annum for the second option term. If 
Tenant shall give notice of its exercise of said option to extend in the 
manner and within the time period provided aforesaid, the Term shall be 
extended upon the giving of such notice without the requirement of any 
further action on the part of either Landlord or Tenant. If Tenant shall 
fail to give timely notice of the exercise of such option as aforesaid, 
Tenant shall have no right to extend the Term of this Lease, time being of 
the essence of the foregoing provision. 

                                       23

<PAGE>

    10.19 OPTION TO TERMINATE

    Tenant shall have the right to terminate this Lease at any time after 
the fifth (5th) anniversary of the Commencement Date. Such termination 
shall be effective no earlier than six (6) months after Tenant's delivery of 
written notice to Landlord. Said termination right shall only be exercised 
if Tenant provides documentation reasonably satisfactory to Landlord 
evidencing the sale of fifty percent (50%) of the stock of EMPI, Inc. to a 
single purchaser, Tenant's participation in a merger, or the sale of all or 
substantially all of Tenant's assets. Tenant will have the right to continue 
to occupy the Premises pursuant to the terms of this Lease after the written 
notice of termination until the earlier of (i) the date Tenant elects to 
vacate the Premises or (ii) the date Landlord requests possession of the 
Premises from Tenant based on Landlord's written notification. Said 
notification from Landlord will provide Tenant with a minimum of three (3) 
months from date of said notification until complete vacation of the Premises 
by Tenant. If Tenant elects to exercise its Option to Terminate, Tenant will 
be required to pay a $500,000 termination penalty to Landlord as follows: 
$250,000 of this termination penalty will be due upon receipt of the 
termination notice by Landlord and the balance will be paid upon termination 
of Tenant's occupancy. Said termination penalty will be reduced by the 
difference between $500,000 and Landlord's actual out-of-pocket costs for 
re-leasing the Premises, which costs shall include all "lost rental income", 
as defined below, all lost operating expense reimbursements (including taxes 
and insurance), all reasonable brokerage commissions and all reasonable 
tenant improvements required of Landlord to re-let the Premises ("Termination 
Fee Credit"), which difference is referred to herein as "Tenant's Refund." 
"Lost rental income" shall equal the Base Rent payable under this Lease from 
the effective date of termination over the balance of the Term of the Lease 
(not including unexercised renewal terms), less all rent payable under the 
lease with the replacement tenant. As soon as said Termination Fee Credit 
has been calculated, but in no event later than two (2) months after the 
commencement date of a lease by a replacement tenant, Landlord will send to 
Tenant a statement outlining the calculation of the Termination Fee Credit in 
reasonable detail along with Tenant's Refund, if due.

    10.20 RIGHT OF FIRST OFFER TO PURCHASE THE PREMISES.

    Prior to Landlord initiating efforts to sell the Premises, Landlord must 
first provide Tenant with written notice of its desire to sell the Premises 
along with an outline of the specific terms and conditions upon which 
Landlord would agree to sell. Tenant will have thirty (30) days after 
receipt of this written notice to negotiate the purchase of the Premises from 
Landlord. During the thirty (30) day period, Landlord shall not enter into 
any written agreements with regard to the sale of the Premises to a party 
other than Tenant. In the event of an unsolicited bona fide offer to 
purchase the Premises, which the Landlord is willing to accept, Landlord 
agrees to provide Tenant with a copy of the offer and a written confirmation 
from Landlord to Tenant that Landlord is willing to accept the terms and 
conditions of such offer for the sale of the Premises. Tenant will then have 
ten (10) business days in which to offer to purchase the Premises upon the 
same terms and conditions as the unsolicited offer or to submit a competing 
offer. If Tenant offers to purchase the Premises upon the same terms and 
conditions by submitting a duly executed written offer, Landlord shall be 
obligated to accept such offer and sell the Premises to Tenant upon such 
terms and conditions. If Tenant offers different terms and conditions, 
Landlord is free to negotiate with all parties and to sell to whomever 
Landlord selects, but not on terms and conditions which are more favorable 
than those initially offered to Tenant. If Landlord fails to execute a 
purchase agreement for the Premises within one hundred eighty (180) days 
after first providing Tenant with an outline of the specific terms and 
conditions or the offer upon which Landlord would agree to sell, then 

                                       24

<PAGE>

Landlord shall again be obligated to provide Tenant with such an outline or 
the offer before again initiating efforts to sell the Premises or closing on 
a sale of the Premises pursuant to the terms of the offer. Tenant's right of 
first offer to purchase the Premises shall be a continuing right during the 
Term of the Lease, including the renewal terms. Notwithstanding any 
provisions of this paragraph, transfers of partnership interests in Landlord 
among partners, admission of additional partners, and transfer of the 
Premises to a limited liability company, the members of which include some or 
all of the existing partners, shall not be subject to the terms and 
conditions of this paragraph and shall not trigger the requirements of first 
offer set forth herein SO LONG AS the existing partners of Landlord continue 
to hold not less than a majority of the beneficial interest, and Stephen B. 
Wellington, Jr. continues to hold not less than a twenty-five percent (25%) 
interest, in Landlord or such transferee limited liability company. 
Notwithstanding the foregoing, a transfer of Stephen B. Wellington's interest 
in Landlord or such transferee limited liability company by reason of his 
death or disability or pursuant to any other involuntary transfer shall not 
be subject to the terms and conditions of this paragraph and shall not 
trigger the requirements of first offer set forth herein so long as the 
existing partners of Landlord continue to hold not less than a majority of 
the beneficial interest in Landlord or such transferee limited liability 
company. In the event of any transfer of interests in Landlord or of the 
Premises which does not conform to the requirements of the preceding two 
sentences, such transfer shall be deemed to be a sale of the Premises and 
such sale of the Premises shall be subject to the terms and conditions of 
this paragraph.

    In the event the Landlord transfers such interest in violation of the 
preceding paragraph, such transfer shall be subject to the terms of this 
paragraph and shall be deemed to be the Landlord initiating efforts to sell 
the Premises and subject to the requirements of this Section with regard to 
the Landlord initiating efforts to sell the Premises.

    10.21 REASONABLE CONSENT.

    Wherever consent or approval is required by the Landlord or Tenant 
pursuant to the terms of this Lease, such consent or approval shall not be 
unreasonably withheld or delayed by the party required to give such consent 
or approval.

    10.22 PRIOR LEASE TERMINATED.

    This Lease supersedes that certain Office/Light Manufacturing Lease 
dated May 1, 1996 between Landlord and Tenant with respect to the Premises, 
as amended, which prior lease has been terminated and is of no further force 
or effect.

    EXECUTED as a sealed instrument in two or more counterparts as of the 
date first above written.

                                  "LANDLORD"

                                  CARDIGAN INVESTMENTS LIMITED PARTNERSHIP

                                  CARDIGAN INVESTMENTS, INC.
                                  Its General Partner

                                  By: /s/ Steven B. Wellington, Jr.
                                      -----------------------------
                                    Stephen B. Wellington, Jr.
                                    Its President

                                  "TENANT"

                                  EMPI, INC.
                                  By: /s/ Joseph E. Laptewicz
                                      -----------------------
                                    Its: President and Chief Executive Officer
                                         -------------------------------------

                                       25

<PAGE>

                                  EXHIBIT A

                            SITE PLAN OF PREMISES

<PAGE>

                                  EXHIBIT B

                            LEGAL DESCRIPTION OF LOT

 Lot 3, Block 1, Kroiss Industrial Park, Shoreview, Ramsey County, Minnesota.

<PAGE>

                                  EXHIBIT C

                        NOTICE OF LEASE TERM DATES

To:                                                                  Date:

Re: Lease (the "Lease") dated __________, 19__ between 
_________________,  Landlord, and _______________________ Tenant, 
concerning the Premises (as  defined in the Lease) located at  
__________________________________________.

Ladies and Gentlemen:

    In accordance with the subject Lease, we wish to advise and/or confirm 
as follows:

    1. That the Premises have been accepted herewith by the Tenant as 
being substantially complete in accordance with the subject Lease, and to the 
best of Tenant's knowledge, without a duly of inquiry, there is no deficiency 
in construction.

    2. That the Tenant has possession of the subject Premises and 
acknowledges that under the provisions of the subject Lease, the term of said 
Lease shall commence as of ____________________ ("Commencement Date") for a 
term of ten (10) years ending on _______________________________, with two 
(2) renewal periods of five (5) years each.

    3. That in accordance with the subject Lease, rent commenced to accrue 
on ________________.

    4. If the Commencement Date of the subject Lease is other than the 
first day of the month, the first billing will contain a pro rata adjustment. 
 Each billing thereafter shall be for the full amount of the monthly 
installment as provided for in said Lease.

    5. Rent is due and payable in advance on the first day of each and 
every month during the term of said Lease, Your rent checks should be made 
payable to ________________________.

AGREED AND ACCEPTED

"Tenant"                               "Landlord:

By:_______________________________     By:____________________________________

Its:______________________________     Its:___________________________________

<PAGE>

                                  EXHIBIT D

                    FINAL PLANS FOR TENANT IMPROVEMENTS

Drawing Schedule Current Issue - 6.17.1966 
Sheet D1      Demolition Plan First Floor - 5.17.96 
Sheet D2      Demolition Plan First Floor - 5.17.96 
Sheet A1.1    Floor Plan First Floor - 5.17.6 
Sheet A2.1    Floor Plan Second Floor - 5.17.96 
Sheet A3      Roof Plan - 5.17.96 
Sheet A4.1    First Floor Restroom Plan Enlargements - 5.17.96 
Sheet A4.2    Second Floor Restroom Plan Enlargements - 5.17.96 
Sheet A6      Wall Sections - 5.17.6
Sheet A7.1    Details Sheet - 5.17.96

Drawing Schedule Current Issue - 5.20.1966
Sheet C1      Site Plan - 5.20.96 
Sheet A1.1    Floor Plan First Floor - 5.20.96
Sheet A1.2    First Floor Reflected Ceiling Plan - 5.20.96 
Sheet A1.3    Power & Telephone First Floor - 5.20.96 
Sheet A1.4    Finishes First Floor - 5.17.96   
Sheet A1.5    Furniture First Floor - 5.17.96 
Sheet A2.1    Floor Plan Second Floor - 5.20.96 
Sheet A2.2    Reflected Ceiling Plan Second Floor - 5.17.96 
Sheet A2.3    Power and Telephone Second Floor - 5.20.96 
Sheet A2.4    Finishes Second Floor - 5.20.96 
Sheet A2.5    Furniture Second Floor - 5.17.96

APPROVALS:

"LANDLORD"                                          "TENANT"

CARDIGAN INVESTMENTS LIMITED PARTNERSHIP  EMPI, INC.
CARDIGAN INVESTMENTS, INC. 
Its General Partner

By:_______________________________     By:___________________________________
  Stephen B. Wellington, Jr.             Its:________________________________
  Its President

<PAGE>

                                       EXHIBIT E

                                LIENS AND ENCUMBRANCES

1.  Utility and drainage easements as shown on the recorded plat.

2.  Combination Mortgage, Security Agreement and Fixture Financing  
    Statement dated June 14, 1993 between Cardigan Investments Limited  
    Partnership as Mortgagor and First Bank National Association as Mortgagee 
    in the original principal amount of $2,150,000 recorded June 17, 1993 as  
    Document No. 2727035.

3.  Assignment of Leases and Rents dated June 14, 1993, recorded June 17, 
    1993 as Document No. 2727036 given by Cardigan Investments Limited 
    Partnership to First Bank National Association.

4.  The lien of general and special taxes and assessments not yet due 
    and  payable.

                                  EXHIBIT F

                   NON-DISTURBANCE AND ATTORNMENT AGREEMENT