EXHIBIT 10.1

                            SECOND AMENDMENT TO LEASE


         This Second Amendment to Lease ("Agreement") made and entered into as
of May ___ 2004, by and between BURNSVILLE BLUFFS OPERATING ASSOCIATES, LIMITED
PARTNERSHIP, (hereinafter called the "Landlord") and BRAEMAR, INC. OF NORTH
CAROLINA, A NORTH CAROLINA CORPORATION, (hereinafter called "Tenant").

                                   WITNESSETH

         WHEREAS, by Lease dated 26 day of July, 1994 (the "Lease Agreement"),
Assigned and Amended on the 15th day of October, 1997, and Amended on the 27th
day of May, 1999, Landlord leased to Tenant approximately 14,709 rentable square
feet of space (the "Premises") in Landlord's property presently known as
Burnsville Bluffs III Business Center and located at 11401 Rupp Drive,
Burnsville, Minnesota, (the "Project"); and

         WHEREAS, the Landlord and Tenant desire to amend the Lease as provided
herein.

                           STATEMENT OF THE AGREEMENT

         NOW THEREFORE, in consideration of the mutual covenants herein set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

         1. Paragraph 1 of the Lease is amended so that the term of the Lease
for the Premises shall be extended commencing September 1, 2004, and shall
continue up to and including February 28, 2006 ("extended term").

         2. Paragraph 2 of the Lease is amended so that the base rental rate for
the extended term shall be as follows:

                  (a) Beginning September 1, 2004, and continuing through August
         31, 2005, Annual Base Rent shall be One Hundred Two Thousand Two
         Hundred Twenty-Seven and 55/100 ($102,227.55), or Six and 95/100
         dollars ($6.95) per square foot, payable in twelve equal monthly
         installments of Eight Thousand Five Hundred Eighteen and 96/100 Dollars
         ($8,518.96), due and payable without demand on the first day of each
         month.

                  (b) Beginning September 1, 2005, and continuing through
         February 28, 2006, Annual Base Rent shall be One Hundred Six Thousand
         Six Hundred Forty and 25/100 dollars ($106,640.25), or Seven and 25/100
         dollars ($7.25) per square foot, payable in twelve equal monthly
         installments of Eight Thousand Eight Hundred Eighty Six and 69/100
         Dollars ($8,886.69), due and payable without demand on the first day of
         each month.

         3. Landlord and Tenant each warrant to the other that it has not dealt
with any broker or agent in connection with the negotiation or execution of this
Agreement except Landlord's Broker (Paramount Real Estate Corporation).

<PAGE>

         4. This Agreement and all of the terms, covenants, conditions,
provisions and restrictions herein contained shall inure to the benefit of and
be binding upon the heirs, executors, administrators, successors and assigns,
respectively, of both Landlord and Tenant.

         5. Tenant Improvements - Landlord will remove and replace existing
carpet in the hallway from the lunchroom to the inspection room, in the
lunchroom, and in the corridor outside the restrooms ($16.50/yard material
allowance).

         6. Right to Terminate - Provided Tenant is not in default on any of the
terms, conditions or covenants of the Lease, Landlord shall grant Tenant a
one-time right to terminate this lease on September 1, 2005. In order to execute
this right, Tenant must notify Landlord in writing of its intent to terminate on
or before May 1, 2005. In addition, with written notice, Tenant will pay all
unamortized transaction costs, tenant improvements, commissions, and the rent
difference of thirty cents per square foot ($.30/psf) for six (6) months, which
totals $5,400.85.

Except as amended herein, all terms, covenants and provisions of the Lease shall
be and remain in fullo force and effect and are hereby ratified and confirmed.
In the event of any conflict between the terms of the Lease and the terms of
this Agreement, the terms of this Agreement shall control. Unless otherwise set
forth, the defined terms used in this Agreement shall have the same meanings as
set forth in the Lease.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year written above,

                                        LANDLORD:

                                        BURNSVILLE BLUFFS OPERATING ASSOCIATES,
                                        LIMITED PARTNERSHIP
                                        By BGK Burnsville, LLC, General Partner

                                        /s/ Cheryl S. Willoughby
                                        ----------------------------------------
                                        Cheryl S. Willoughby
                                        Executive Vice President and COO


                                        TENANT:

                                        BRAEMAR, INC. OF NORTH CAROLINA

                                        /s/
                                        ----------------------------------------

                                        Print Name:
                                                    ----------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                              ----------------------------------


                                      -2-

<PAGE>

                         SUPPLEMENT AND AMENDMENT NO. 1
                               TO LEASE AGREEMENT


THIS AGREEMENT made effective the 27th day of May 1999 between Burnsville-Dakota
Business Center Associates, a New Mexico limited partnership ("Landlord"), AMP
of North Carolina ("Assignor"), and Braemar Inc. of North Carolina, a North
Carolina Corporation ("Tenant").

WHEREAS, Northwestern National Life Insurance Company, Landlord's predecessor in
interest, and Carlisle Corporation, Assignor's predecessor in interest, entered
into a certain lease agreement dated July 26, 1994 pertaining to Suite 11480 of
the Burnsville Bluff III Business Center (the "Premises"), located at 11401 Rupp
Drive, Burnsville, Minnesota, containing approximately 14,709 rentable square
feet (the "Lease Agreement");

WHEREAS, Assignor and Tenant have requested that Assignor be permitted to assign
to Tenant the interest of Assignor under the Lease Agreement, and extend the
Term thereof, and Landlord has agreed to such request but only on the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants and
conditions contained herein, it is hereby agreed that the Lease Agreement shall
be, and it hereby is supplemented and amended as follows:

1.       Effective September 1, 1999, Assignor does hereby assign to Tenant and
         Tenant does hereby accept and take from Assignor, all right, title and
         interest of Assignor, as tenant, under the Lease Agreement, as herein
         supplemented and amended. Tenant hereunder agrees to be bound by all of
         the provisions of the Lease Agreement, as hereby supplemented and
         amended, and shall keep and perform promptly each and every term,
         covenant and condition of the Lease Agreement, as hereby supplemented
         and amended, which is to be kept and performed by the tenant thereunder
         for the balance of the Term thereof, for the benefit of Landlord,
         including, but not limited to, the obligation to pay Rent Payments and
         Additional Rent directly to the Landlord.

2.       The Term of the Lease Agreement shall be, and it hereby is extended to
         August 31, 2002, subject, however, to Paragraph 4, of this Supplement
         and Amendment No. 1.

3.       Commencing September 1, 1999 and on the first day of each and every
         month thereafter to and including August 1, 2002, Tenant shall pay to
         Landlord as per Paragraph 3, "Rent Payments" of the Lease Agreement,
         monthly rent for the Premises of $8,518.96 subject, however, to
         Paragraph 4, of this Supplement and Amendment No. 1.

4.       Subject to the terms and conditions set forth herein and in the Lease
         Agreement and provided Tenant is not in default under the Lease
         Agreement at the time Tenant gives the "Option to Extend Notice"
         (hereafter defined) or at any time thereafter up to and including the
         extension term effective date, Tenant shall have the right to extend
         the Term of the Lease Agreement an additional two year period to expire
         on August 31, 2004. Tenant shall exercise such right by giving written
         notice to Landlord of Tenant's election to extend no later than July
         15, 1999, time being of the essence (the "Option to Extend Notice"). If
         such "Option to Extend Notice" is timely given by Tenant, the Lease
         Term shall be extended so as to expire August 31, 2004 and Tenant shall
         pay Landlord monthly Rent Payments on the first day of each and every
         month thereafter as follows:


-------------------------------------------------------------------------------
        PERIOD OF EXTENDED TERM                MONTHLY RENT PAYMENT
-------------------------------------------------------------------------------
         9-1-1999 to 8-31-2001                       $7,906.09
-------------------------------------------------------------------------------
         9-1-2001 to 8-31-2003                       $8,212.53
-------------------------------------------------------------------------------
         9-1-2003 to 8-31-2004                       $8,518.96
-------------------------------------------------------------------------------


                                      -3-
<PAGE>

         If the "Option to Extend Notice" is not timely given by Tenant to
         Landlord, this Paragraph 4 shall be null and void and of no further
         force or effect.





































                                      -4-
<PAGE>

5.       Tenant hereunder acknowledges it shall be occupying the Premises in its
         "as is" condition.

6.       Assignor and Tenant represent and warrant that Tenant is a "Lessee
         Affiliate" as defined in Article 24 of Lease Exhibit E annexed to the
         Lease Agreement.

7.       Except as hereinabove supplemented and amended, all of the terms,
         covenants and conditions of the Lease Agreement shall remain in full
         force and effect, and are hereby ratified and confirmed.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective the day and year first above written.


-------------------------------------------------------------------------------
LANDLORD:                                    TENANT:  BRAEMAR, INC.
CENTER, LIMITED PARTNERSHIP BURNSVILLE-
DAKOTA BUSINESS
By:  BGK Equities, Inc., General Partner


By:   /s/
      ----------------------------------
Its:  Senior Vice President                  By:   /s/
      ----------------------                       ----------------------------
Date: June 9, 1999                           Its:  President
      ------------                                 ---------
                                             Date: May 27, 1999

ASSIGNOR:
AMP OF NORTH CAROLINA


By:   /s/ Ronald G. Moyer
      ----------------------------------
Its:  CEO
      ---
Date: June 2, 1999
      ------------

--------------------------------------------------------------------------------
















                                      -5-
<PAGE>

                       ASSIGNMENT AND ASSUMPTION OF LEASE


         This Assignment and Assumption of Lease (this "Agreement") is entered
into as of this 15 day of October, 1997 by and between Carlisle Corporation, a
Delaware corporation ("Assignor") and AMP of North Carolina, Inc., a North
Carolina corporation ("Assignee").

                                R E C I T A L S :

         A. Reference is hereby made to that certain Lease Agreement dated as of
July 26, 1994, by and between Burnsville-Dakota Business Center Associates,
L.P., as successor to Northwest National Life Insurance Company, as Landlord
("Landlord") and Assignor (the "Lease"), relating to that certain property
located at 11401 Rupp Drive, Burnsville, Minnesota.

         B. Pursuant to and accordance with a certain Agreement for Purchase and
Sale of Assets between Braemar, Inc. (a wholly owned subsidiary of Assignor) and
Assignee, Assignor desires to assign all of its right, title and interest in and
to the Lease to Assignee and Assignee desires to assume all of the obligations
of Assignor thereunder.

         NOW, THEREFORE, in accordance with the terms of the Asset Purchase
Agreement and in consideration of the promises contained herein, the foregoing
Recital and good and other valuable consideration as set forth in the Asset
Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged
to the full satisfaction of Assignor, Assignor hereby agrees with Assignee as
follows:

         1. Assignment and Assumption of Lease. Assignor hereby assigns and
transfers to Assignee, its successor and assigns, all of Assignor's right, title
and interest in and to the Lease. Assignee hereby agrees to assume and accept
the assignment and delegation of all of Assignor's right, title and interest in
and to the Lease and shall perform all of Assignor's obligations under the Lease
which are to be performed thereunder as and from the date hereof.

         2. Representations and Warranties. Assignor hereby represents and
warrants to Assignee as follows:

                  (a) The Lease is valid and in full force and effect as of the
         date hereof;

                  (b) The Assignor is not in default under any term of the
         Lease;

                  (c) The Assignor is current as of the date hereof in its rent
         payments under the Lease; and

                  (d) The Lease has not been modified, supplemented or amended
         in any way.

         3. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.



                   [SIGNATURE PAGE AND ACKNOWLEDGMENTS FOLLOW]


<PAGE>

         IN WITNESS WHEREOF, Assignor and Assignee each have executed this
Agreement as of the date first above written.


                                            CARLISLE CORPORATION



                                        By: /s/
                                            -----------------------------------



                                            AMP OF NORTH CAROLINA, INC.



                                        By: /s/ Ronald G. Moyer, President
                                            -----------------------------------
















                                      -7-
<PAGE>


STATE OF NEW YORK        )
COUNTY OF ONONDAGA       )

         On the 15th day of October, 1997 before me appeared Steven J. Ford the
Secretary of Carlisle Corporation, a Delaware corporation, and acknowledged the
foregoing to be his or her free act and deed and the free act and deed of such
corporation.


                                        /s/
                                        ---------------------------------------
                                        Notary Public





STATE OF SOUTH CAROLINA  )
COUNTY OF LEXINGTON      )

         On the 15th day of October, 1997 before me appeared Ronald G. Meyer the
President of AMP of North Carolina, Inc., a North Carolina corporation, and
acknowledged the foregoing to be his or her free act and deed and the free act
and deed of such corporation.


                                        /s/
                                        ---------------------------------------
                                        Notary Public




















                                      -8-
<PAGE>

                         CONSENT TO ASSIGNMENT OF LEASE



         The undersigned, BURNSVILLE-DAKOTA BUSINESS CENTER ASSOCIATES, L.P., as
successor to NORTHWEST NATIONAL LIFE INSURANCE COMPANY, hereby consents to the
Assignment and Assumption of Lease from CARLISLE CORPORATION to AMP of NORTH
CAROLINA, INC. in the form attached hereto.


Dated:  October 15, 1997

--------------------------------------------------------------------------------
WITNESSES:



                                           BURNSVILLE-DAKOTA BUSINESS CENTER
---------------------------------------      ASSOCIATES, L.P.

                                           By: /s/
                                               --------------------------------

                                           Print Name: Cheryl S. Willoughby
                                                       --------------------
                                           Title: Senior Vice President
                                                  ---------------------

--------------------------------------------------------------------------------




























                                      -9-
<PAGE>

STATE OF NEW MEXICO

COUNTY OF SANTA FE

On the 15th day of October, 1997, before me personally appeared Cheryl S.
Willoughby, the Senior Vice President of BGK Equities, Inc., a New Mexico
Corporation and the sole general partner of Burnsville-Dakota Business Center
Associates, Limited Partnership, a New Mexico Limited Partnership, and
acknowledged the foregoing to be her free act and deed and the free act and deed
of such corporation, on behalf of said corporation.


                                        /s/
                                        ---------------------------------------
                                        Notary Public



                                        My Commission Expires:  7/26/2000
























                                      -10-
<PAGE>

                                 LEASE AGREEMENT


THIS LEASE, made this 26th day of July, 1994, by and between Northwestern
National Life Insurance Company, c/o Washington Square Capital, Inc.,
hereinafter called "Lessor," and Carlisle Corporation DBA Braemar, Inc.,
hereinafter called "Lessee."

         WITNESSETH: That Lessor, in consideration of the rents and covenants
hereinafter mentioned, does hereby demise, lease and let unto Lessee, and Lessee
does hereby hire and take from the Lessor the following described premises,
located in Burnsville, County of Dakota, and State of Minnesota, namely:

         1. DESCRIPTION. Address: 11401 Rupp Drive, Building Square Footage:
78,473, Premises Square Footage: 14,709, Percentage Share: 18.75%, Parking
Stalls: N/A, Lease Term: 5 years, From: 9-1-94 To: 8-31-99, Monthly Rent: See
Exhibit E Use of Premises: Office and Manufacturing.

         2. LEASE. In consideration of these mutual agreements and provisions,
Lessor leases to Lessee and Lessee leases from Lessor the above premises for the
above use and in compliance with Federal, State and Local Regulations and the
Rules and Regulations established by Lessor and attached hereto as Exhibit C.

         3. RENT PAYMENTS. Lessee shall pay to Lessor in advance, the stated
monthly rent on or before the first day of each month with said amount to be
prorated for the first and last month of the lease term if occupancy by Lessee
shall begin or end on a day other than the first of the month. Lessor shall have
the right to assess and collect from Lessee a late charge of five (5) percent of
rent payments received after the fifteenth of the month, said amount to be paid
with the next installment of monthly rent. Failure on behalf of Lessee to make
these rent payments until proper termination of this Agreement will result in
the right of Lessor to exercise legal remedies.

         4. ADDITIONAL RENT. In addition to the above rent payments, Lessee
shall pay to Lessor its percentage share of real estate taxes, including
installments of special assessments payable therewith, due and payable upon the
building and land in any calendar year during the term hereof, together with its
percentage share of any insurance premiums required to be paid by Lessor on the
building or its operations including property and liability, and management
fees, security costs, and other operating expenses relating to the property.
This additional rent shall be paid in equal monthly installments during the
calendar year in which Lessor shall be required to make such payments. If the
amount of such payments are not known at the beginning of the calendar year,
Lessee shall pay a reasonable estimate of the amount thereof, as determined by
Lessor, with a retroactive adjustment made at such time as the actual amount
shall be determined.

         5. SECURITY DEPOSIT. Upon the date hereof, Lessee shall pay to Lessor
the amount of $23,044.10 half of which shall be the payment of rent for the
first month of occupancy and the remaining half of which shall be a Security
Deposit to guarantee the payment of rent and the performance of all terms of
this Agreement. Upon the occurrence of any default by Lessee, Lessor may use
said Security Deposit to the extent necessary to make good any arrearages of
rent or any other expense. Any remaining balance of said Security Deposit shall
be returned to Lessee upon compliance with the terms herein and acceptance of
the vacated premises by Lessor. Lessee understands that its liability is not
limited to the amount of the Security Deposit and use of such deposit by Lessor
shall not constitute a waiver, but is in addition to other remedies available to
Lessor under this Agreement and Law. Upon the use of all or part of the Security
Deposit to cure defaults of Lessee, Lessee shall forthwith deposit with Lessor
the amount of the Security Deposit so used.

         6. OCCUPANCY. Lessor agrees to deliver the premises in a safe, broom
clean and usable condition, in compliance with all applicable Building Codes. In
the event Lessee is prevented from occupying the premises at the start of the
above term due to delays by Lessor, the rent shall be abated for each day
occupancy is delayed, but the lease term will still end on the date set forth
above.

         7. UTILITIES. Lessee shall pay for all utilities, including gas,
electricity, water, sewer and telephone services for the premises during the
term of this Agreement. The common area utilities which serve the premises are
separately metered and Lessee shall pay its percentage share of any such utility
expense.

                                      -11-
<PAGE>

         8. STRUCTURAL MAINTENANCE. Lessor shall, at its expense, keep the
structural parts of the building in good repair, including the structural parts
of the exterior walls, roof, floor, foundation, and interior columns except that
Lessor shall not be responsible for repairs caused by the fault or negligence of
Lessee, its employees, or invitees.

         9. EXTERIOR MAINTENANCE. Lessor shall contract for, and Lessee shall
pay its percentage share of all common areas heat, electricity, water, sewer,
landscape care, snow removal, window washing, parking lot maintenance, exterior
painting and all other such maintenance required during the term of this
Agreement. All services shall be provided for the comfortable use of the
premises during business hours provided that Lessor is not liable for damages
for failure to provide services due to causes beyond its reasonable control.
Lessor shall provide Lessee, upon demand, with satisfactory evidence that these
expenses have been incurred.

         10. INTERIOR MAINTENANCE. Lessee shall be responsible for the interior
maintenance of the premises including maintenance, repair or replacement of
entrance door, overhead garage doors, heating, plumbing, electrical, mechanical
and air-conditioning fixtures and equipment used by Lessee; the replacement of
all glass broken and expendables, and agrees to keep the premises, and surrender
the premises upon termination of this Agreement, in as good as a condition as
when turned over to it, reasonable wear and tear and damage from the elements
excepted. Maintenance of heating, mechanical and air-conditioning fixtures and
equipment shall specifically include the reasonable cost of quarterly
inspections and repairs performed by an independent mechanical contractor who
shall be contracted for by Lessor.

         11. CASUALTY INSURANCE. Lessor shall maintain and Lessee shall pay its
percentage share of the premium for fire and extended coverage insurance on the
property and any other insurance that Lessor may be required to carry on the
property or its operations. If the use of the premises by Lessee results in any
rate increases for such insurance, Lessee shall correct the circumstances that
cause such rate increase or shall pay such rate increase immediately when due.

         12. LIABILITY INSURANCE. Lessee will maintain in force during the term
of this Agreement a contents and public liability insurance policy with Lessor
named as co-insured; said insurance to afford protection of not less than
$250,000 for injury or death; $1,000,000.00 for any one accident and $250,000
for property damage. Lessee agrees to deliver to Lessor a Certificate of
Insurance with a 30-day cancellation clause, prior to occupancy. Lessor will
require each of the other lessees to carry the same insurance on their contents
and property and will not permit any practice by any lessee that may cause an
increase in the insurance premium for the building without charging said
increase to the causing lessee for the benefit of all other lessees.

         13. WAIVER OF SUBROGATION. Lessor and Lessee each hereby mutually waive
and release all claims and liabilities against the other, and the agents,
servants, employees and invitees of the other, for loss or damage to the
premises or any portion thereof, the building and other improvements of which
the premises are a part, as well as any improvements, fixtures, equipment,
supplies, merchandise and other property located in, upon or about the premises,
resulting from fire, explosion or other perils included in standard fire and
extended coverage insurance, whether caused by the negligence of any of said
persons of entities, or otherwise. It is understood that Lessor and Lessee shall
look solely to their own insurers in the event of casualty.

         14. LOSS PROTECTION. Lessee agrees to hold Lessor harmless from and
indemnify Lessor against any and all liabilities, damages and expenses arising
from injury, damage or loss to or caused by Lessee, its employees, guests,
agents, sub-tenants or visitors, or any property of said persons, in or about
the premises, building or grounds from any cause whatsoever, connected with the
use of or activities in or about the property. Lessee further will make no claim
against Lessor for any loss of or damage to the premises or property of Lessee
caused by theft, burglary, water, gas or other means, unless such loss or damage
is caused solely by the Lessor's gross negligence.

         15. FIXTURES AND EQUIPMENT. All fixtures and equipment considered
necessary to the general operation and maintenance of the property shall be the
property of Lessor, except that any "trade fixtures" provided by Lessee, at its
own expense, shall remain the property of the Lessee and will be removed by
Lessee upon termination of this Agreement. Lessee grants to the Lessor a lien
upon all personal property of Lessee in said


                                      -12-
<PAGE>

premises to secure payment of the rent, and agrees that no such property shall
be removed from said premises while any installments of rent are past due and or
other default exists under this Agreement.

         16. BREACH. A breach of this Agreement shall exist, if at any time
during the term of this Agreement Lessee shall: (a) vacate said premises or
default in the payment of rent or in the performance of any of these provisions;
or (b) make an assignment for the benefit of creditors; or (c) file or have
filed against it, a petition for bankruptcy or arrangement in settlement of
liabilities or reorganization. In such event, Lessor shall have the following
rights:

                  (1) Lessor shall have the right to enter the premises and
         remove all persons and property from the premises and store such
         property in a public warehouse or elsewhere at the cost of Lessee, and
         Lessor may either terminate this Agreement or, without terminating this
         Agreement, make such alterations and repairs as may be necessary in
         order to rent the premises, and rent the premises of any part thereof
         for such term and at such rents and upon such other terms and
         conditions as Lessor, in its sole discretion, may deem advisable. Upon
         such renting, all rentals received by Lessor shall be applied first to
         the payment of any debt other than rent due hereunder from Lessee to
         Lessor, second to pay any reasonable costs and expenses of such
         renting, including brokerage and legal fees; third to pay any rent due
         hereunder, and the residue, if any, shall be held by Lessor and applied
         in payment of future rent which becomes due and payable hereunder. If
         the rental received from renting the premises is less than the rent
         payable hereunder, Lessee shall pay any such deficiencies, monthly, to
         Lessor. No entry or taking possession of the premises by Lessor shall
         be an election by Lessor to terminate this Agreement.

                  (2) Lessor shall also have the right to terminate this
         Agreement in which event, in addition to any other remedies Lessor may
         have, Lessor may recover from Lessee all damages incurred by reason of
         Lessee breach, including the cost of recovering the premises,
         reasonable legal fees and any excess of the rent reserved in this
         Agreement for the remainder of the stated term over the then reasonable
         rental value of the premises for the remainder of the stated term, all
         of which shall be immediately due and payable from Lessee to Lessor.

                  (3) Lessor may, at its option, instead of exercising any other
         right or remedy, spend such reasonable sums as may be reasonably
         necessary to cure any default of Lessee and such amount, including
         legal fees, shall be paid by Lessee, as additional rent, upon demand.

                  (4) Any remedy of Lessor herein or by law or statute shall be
         cumulative with all other remedies and may be exercised from time to
         time and as often as the occasion may arise.

                  (5) No forbearance by Lessor to exercise any right accruing to
         Lessor hereunder shall be construed as a waiver of any such rights.

         17. IMPAIRMENT OF USE. If the premises shall become untenantable or
unfit for occupancy, in whole or in part, by the total or partial destruction of
the building by fire or other casualty, this Agreement may, at the option of the
Lessor, cease and terminate and Lessee shall have no claim against Lessor for
the value of any unexplored term of said Agreement. If Lessor shall elect to
restore the premises, rent shall be abated for each period of restoration in
accordance with the ratio of the portion of the premises deemed untenantable to
the entire premises.

         18. CONDEMNATION. If the whole or any part of the demised premises
shall be acquired or condemned by eminent domain for any public or quasi-public
use or purpose, then, and in the event, the term of this Agreement may, at the
option of the Lessor, cease and terminate from the date the title vests and
Lessee shall have no claim against Lessor for the value of any unexpired term of
said Agreement.

         19. OTHER PAYMENTS. In addition to the rent set forth herein, all other
payments to be made by Lessee to Lessor hereunder shall constitute rent as
herein defined.

         20. HOLDING OVER. If Lessee remains in possession of the premises after
expiration of the lease term, without the execution of a new lease, it shall be
deemed to be occupying the premises as a Lessee from month

                                      -13-
<PAGE>

to month, subject to all the conditions provisions and obligations of this
Agreement insofar as the same can be applicable to a month-to-month tenancy,
provided, however, that the basic rent required to be paid by Lessee during any
holdover period shall be a minimum of 200% of the basic monthly rent required as
set forth above. Any holding over, however, shall not be considered a renewal of
this Agreement.

         21. MORTGAGE LIEN. This Agreement is subject to the terms and the lien
of present and future mortgage deeds securing the premises.

         22. EXHIBIT. Any and all exhibits attached to this Agreement shall be a
part of this Agreement and any amendments hereto shall be in writing and
executed by both Lessor and Lessee.

         23. RULES AND REGULATION. Lessee has read and agrees to be bound by the
Rules and Regulations of Lessor attached hereto as an exhibit to this Agreement,
and acknowledges that a violation of any of said Rules and Regulations shall
constitute a breach of the provisions of this Agreement. Such Rules and
Regulations may be added to or amended from time to time by Lessor for the
benefit of all lessees within the building, and such additions or amendments
shall become effective immediately upon notification, provided that such changes
do not materially or adversely affect Lessee's business or permitted use of the
Premises.

         24. ASSIGNMENT OR SUBLETTING. Lessee will not mortgage, assign or
otherwise encumber this Lease, or allow the premises to be assigned by operation
of law or otherwise, or sublet premises or any part thereof, or use or permit
the same to be used for any other purpose than stated in the use clause hereof
without prior written consent of Lessor, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, in the event the Lessee desires to
assign or sublet the premises Lessee shall provide Lessor with not less than
sixty (60) days prior written notice of Lessee's proposed action, specifying in
detail any and all terms of such assignment or sublease. In the event an
assignment or sublease is approved by Lessor, Lessee shall pay to Lessor an
assignment or subletting fee of ten percent (10%) of one month's Rent for the
space involved but not less than $250.00. Lessor reserves the right to cancel
and terminate this Lease in whole, or as to the part sublet, within sixty (60)
days after receipt of such notice from Lessee. No assignment or subletting shall
relieve Lessee from its obligations hereunder. See Exhibit E.

         25. HAZARDOUS SUBSTANCES. Lessee specifically agrees to not use, or
permit the use or storage of any hazardous substances within the premises.
Lessee agrees that the terms "hazardous substance" shall have the meaning set
forth on Exhibit D and that Lessee shall not permit the use of storage of any
such hazardous substance within the premises other than set forth in Exhibit D
or as may from time to time be added or deleted from said list with the approval
of the Lessor, which approval shall not be unreasonably withheld.

         26. ALTERATIONS, ADDITIONS, IMPROVEMENTS. Lessee will not make or allow
to be made any alteration or additions in or to the premises without the prior
written consent of Lessor. Such alterations, physical additions or improvements
as well as those improvements made at the Lessee's expense such as by way of
example but not limitation: wall coverings, floor coverings or carpet, paneling,
doors and hardware, any and all of such improvements shall become the property
of the Lessor and shall in no event be removed by the Lessee . It is the
responsibility of the Lessee to restore the premises to the condition that
existed when Lessee first took possession (ordinary wear and tear excepted) if
Lessor so requests. This clause shall not apply to movable non-attached fixtures
or furniture of the Lessee. If any mechanic's lien is filed against the premises
or the real estate of which the premises form a part, which lien concerns the
Lessee and/or the premises, Lessee shall cause same to be discharged of record,
by bonding or otherwise, within ten (10) days after the lien is filed. Nothing
herein contained shall be deemed to be a consent by Lessor to the providing of
any labor or materials to the premises by Lessee which could give rise to
mechanics liens. Lessee shall at the request of Lessor, post the premises with
appropriate notices as requested by Lessor to give notice to laborers and
suppliers that no mechanic's lien may attach to the Lessor's interest therein.

         27. ESTOPPEL CERTIFICATE. The Lessee agrees that from time to time upon
not less than ten (10) days prior request by Lessor, the Lessee, or Lessee's
duly authorized representative having knowledge of the following facts, will
deliver to Lessor a statement in writing certifying (a) that this Lease is
unmodified and in full force and effect (or if there have been modifications
that the lease as modified is in full force and effect); (b) the dates to which
the Rent and other charges have been paid; and (c) that the Lessor is not in
default under any

                                      -14-
<PAGE>

provision of this Lease, or, if in default, the nature thereof in detail. The
Lessee hereby appoints the Lessor as attorney-in-fact for the Lessee with full
power and authority to execute and deliver in the name of the Lessee any such
certificate in the event the Lessee fails to do so on request.

         28. SUBMISSION. Submission of this instrument to Lessee or proposed
Lessee or his agents or attorneys for examination, review, consideration or
signature does not constitute or imply an offer to lease, reservation of space,
or option to lease, and this instrument shall have no binding legal effect until
execution hereof by both Lessor and Lessee or its agents.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
proper officers or representatives and warrant that they have the authority to
bind same.


--------------------------------------------------------------------------------
LESSOR:                                     LESSEE:

Northwestern National Life Insurance        Carlisle Corporation
   Company                                  250 South Clinton Street,
c/o Washington Square Capital, Inc.            Suite 201
100 Washington Avenue Square, Suite 800     Syracuse, NY  13202-1258
Minneapolis, MN  55401-2147

By: /s/                                     By: /s/
    ---------------------------------           --------------------------------

Its:                                        Its:
    -----------------------------------         --------------------------------

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                                      -15-


<PAGE>

                                    EXHIBIT B

                             LEASEHOLD IMPROVEMENTS


1.       Leasehold Improvements are according to the space plans dated 7-15-94
         with costs not to exceed $100,338.00, and additional Leasehold
         Improvements are to be at Lessee's expense.


































         INITIALS

         LESSOR:      LESSEE:


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<PAGE>


                                    EXHIBIT C

                              RULES AND REGULATIONS

                                            LEASE DATE: July 26, 1994

         Lessee has read and agrees to be bound by the following Rules and
Regulations of Lessor and acknowledges that a violation of any said rules shall
constitute a breach of the provisions of the Lease Agreement of the above date.
Said Rules and Regulations may be added to or amended from time to time by
Lessor for the benefit of all lessees within the building, provided that such
changes do not materially or adversely affect Lessee's business or permitted use
of the Premises, and such additions or amendments shall become effective
immediately upon notification.

         1.       TRASH. Each lessee shall provide its own dumpster for trash
                  and agrees not to leave or store any materials, litter or
                  trash on the grounds or parking areas.

         2.       DISTURBANCE. No noise, or conduct, shall be permitted at any
                  time which will disturb or annoy other lessees.

         3.       PARKING. The use of parking shall be subject to reasonable
                  regulations as Lessor may promulgate from time to time
                  uniformly for all lessees. Lessee agrees that it will not use
                  more than its prescribed number of stalls at any one time, and
                  will not use or permit the use by its employees of the parking
                  area for the overnight storage of automobiles or other
                  vehicles. There will not be any assigned exclusive parking
                  spaces available to any lessee of the building except with
                  prior written consent of Lessor and due notification of all
                  lessees by written notice.

         4.       SIGNS. No sign, advertisement, or other lettering shall be
                  painted, affixed, or exposed on windows or doors or any part
                  of the building or property without the prior written consent
                  of the Lessor. All identification signs shall be as per the
                  building standards.

         5.       ALTERATIONS. No interior alterations, connection, painting or
                  redecorating of a permanent nature may be done to the unit
                  without written approval of Lessor. Lessee agrees that all
                  such approved work shall be done in a good, workmanlike manner
                  in conformance with applicable building codes, that no liens
                  shall attach to the premises by reason thereof, and that the
                  premises shall be restored to their original condition by the
                  Lessee prior to the expiration of the Agreement. Failure to
                  remove fixtures and equipment shall constitute abandonment to
                  the Lessor who may remove said fixture and equipment, and
                  restore the premises to their original condition, at the
                  expense of the Lessee.

         6.       FIXTURE MOVEMENT. Lessee agrees that any and all furniture,
                  fixtures and goods will be moved by the Lessee whenever such
                  moving is necessary for the purpose of building repair and/or
                  maintenance by Lessor.

         7.       ACCESS. Lessor or authorized agent, has the right to enter the
                  unit at any reasonable time to inspect, make repairs or
                  alternations as needed, and three (3) months prior to the
                  termination of this Agreement to display the unit to
                  prospective tenants, and to place on doors and windows
                  appropriate notice that the premises are for rent.

         8.       LOCKS. No additional locks will be placed on any of the doors
                  in the building without the prior written approval of Lessor,
                  and in such event, Lessor shall receive an access key to such
                  locks.

         9.       STORAGE. Storage and installation of any machinery, part,
                  materials, equipment, shelving or furniture of any type
                  whatsoever, constitutes occupancy, requires payment of rent
                  for each day the space is so used, and is specifically
                  disallowed unless approved in writing by Lessor.

         IN WITNESS WHEREOF, Lessor and Lessee have caused this Exhibit to be
executed by their proper officers or representatives, by such execution agree to
be bound by the provisions contained herein. This Exhibit shall be attached to
and become a part of the Lease Agreement of the above date.


         INITIALS

         LESSOR:      LESSEE:


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<PAGE>

                                    EXHIBIT D

                              HAZARDOUS SUBSTANCES

         The Lessee, its employees and/or invitees shall not without the prior
written consent of Lessor bring into the premises or common areas, or permit to
be in the premises or common areas, or release from the premises or common areas
any "HAZARDOUS SUBSTANCES". For purposes hereof, "HAZARDOUS SUBSTANCES" shall
mean any toxic or hazardous substance or waste, pollutant or contaminant
(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
product(s) and any hazardous substance as defined in any state, local or federal
law, regulation, rule, policy or order relating to the protection of the
environment.

         Notwithstanding any termination of the Lease, the Lessee will indemnify
and hold the Lessor harmless from any cost, expense, or damage resulting from a
violation of this Exhibit, and will, upon request from the Lessor promptly
remove, at its sole expense, any material so brought or released in violation of
this Exhibit. The Lessor may, from time to time, inspect the Leased Premises to
determine compliance with this Exhibit, and require the Lessee certify to such
compliance. A violation of this Exhibit is a breach for which the Lessor need
not provide notice or a period to cure, and any contrary provision in this Lease
is hereby modified to so provide.

              EACH ITEM ON THE FOLLOWING CHECKLIST MUST BE ANSWERED

         1.       Will any chemicals be used or stored on the premises?
                                                             [X] YES     [_] NO

         If yes, list all chemicals that are to be used or stored in the
         premises.

          NORMAL ELECTRONIC ASSEMBLY A LIST WILL BE PROVIDED
         -----------------------------------------------------------------------

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         -----------------------------------------------------------------------
                  If more space is required, attach a signed list to this
                  Exhibit.


         2.       Will any materials be used or stored on the premises that
                  appear on any local, state or federal list of "HAZARDOUS
                  SUBSTANCES"?     [_] YES    [X] NO    If yes, list all items
                  in the space provided.

         -----------------------------------------------------------------------

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         -----------------------------------------------------------------------

         3.       Do you have any permits to handle, use or store "HAZARDOUS
                  SUBSTANCES"?    [_] YES    [X] NO
         If yes, attach copies of these permits to this Exhibit.


         4.       Will any flammables be used or stored on the premises?
                                                             [_] YES     [X] NO
         If yes, list all type, quantities and how the flammable will be stored.

         -----------------------------------------------------------------------

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         -----------------------------------------------------------------------

         Lessee certifies that the above information is true, complete and
         correct. Further, Lessee understands and agrees that no substances
         other than those listed above and approved by the Lessor may be used or
         stored on the premises and that any additions to the above list must be
         approved in writing by the Lessor or its authorized agent.



         INITIALS

         LESSOR:      LESSEE:


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<PAGE>


                                 LEASE EXHIBIT E

The Articles as set forth in this Exhibit E Supplement the Lease Agreement
attached hereto and are a binding part thereof. If the provisions of the
following Articles conflict with the provision of the attached Lease Agreement,
then the provisions of the following Articles shall supersede and control any
conflicting provisions in the attached lease.

         ARTICLE 24. ASSIGNMENT OF SUBLETTING. LESSEE AFFILIATE. Lessee may
assign this Lease Agreement or sublease the premises, without Lessor's consent,
to any corporation which controls, is controlled by or is under common control
with Lessee, or to any corporation resulting from the merger of or consolidation
with Lessee ("Lessee's Affiliate"). In such case, any Lessee's Affiliate shall
assume in writing all of Lessee's obligations under this Lease Agreement.

         ARTICLE 1. DESCRIPTION. MONTHLY RENT. It is mutually agreed that the
monthly rent payment shall be in accordance with the following schedule:

--------------------------------------------------------------------------------
         Months                  Net Rent/Sq. Ft.               Net Monthly Rent
================================================================================
         1-24                        $7.00                        $8,580.25
--------------------------------------------------------------------------------
        25-36                         7.25                         8,886.69
--------------------------------------------------------------------------------
        37-60                         7.50                         9,193.13
--------------------------------------------------------------------------------

         ARTICLE 29. NOTICES. Any notices required or permitted to be given
hereunder by one party to the other shall be deemed to be given when personally
delivered to Lessee at the Demised Premises and to Lessor at their office or
mailed, postage prepaid by Certified or Registered mail, addressed to the
respective pay to who notice is intended to be given at the following address of
such party. Notice pertaining the Lease Term, E.G., options, renewals, etc. must
be delivered visa Certified or Registered mail.

        ------------------------------------------------------------------------
        If Lessor:                                    If to Lessee:

        Northwestern National Life Insurance          Carlisle Corporation
           Company                                    250 South Clinton Street,
        c/o Washington Square Capital, Inc.              Suite 201
        100 Washington Avenue Square                  Syracuse, NY  13202-1258
        Suite 800
        Minneapolis, MN  55401-2147                   and

        Attn:  Deborah J. Hildebrand                  Braemar Inc.
                                                      11401 Rupp Drive
        and                                           Burnsville, MN  55337

        Thorpe Bros., Inc.
        8085 Wayzata Blvd.
        Minneapolis, MN  55426

        Attn:  Wiley Vogt
        ------------------------------------------------------------------------

         ARTICLE 30. Provided Lessee is not in default of any terms or
conditions of this Lease Agreement. Lessee shall have the option to extend this
Lease Agreement for one three-year term. Rental rates are to be at the then
market rates.



         INITIALS

         LESSOR:      LESSEE:


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