LEASE


This Lease is entered into as of August 6, 1997 , between MEPC AMERICAN
PROPERTIES INC., a Delaware corporation ("Lessor") and VIDEOLABS, INC., a
Delaware corporation, ("Tenant")

1. Definitions. In this Lease:


     (a)  "Building" means that certain office/warehouse building containing
          approximately 91,368 square feet of net rentable area located on the
          Land in Golden Valley, Minnesota.

     (b)  "Premises" means that certain portion of the Building at 5960 Golden
          Hills Drive, Golden Valley, Minnesota, which space is shown
          crosshatched on the drawing attached to this Lease as Exhibit A, and
          is estimated to contain 8,439 Square Feet.

     (c)  "Office Space" means that portion of the Premises, based upon the
          final floor plan for the Premises, constructed for purposes of office
          use and designated as such in Exhibit A.

     (d)  "Warehouse Space" means that portion of the Premises, based upon the
          final floor plan for the Premises, constructed for purposes of
          manufacturing, production or warehouse use and designated as such in
          Exhibit A.

     (e)  "Term" means the period of 5 years and 0 months, beginning on October
          1, 1997 and ending on September 30, 2002 , subject to the provisions
          of Sections 2 and 7 and the other provisions of this Lease.

     (f)  "Commencement Date" means the later of a date 45 days after Lessor
          delivers possession of the Premises to Tenant or October 1, 1997.

     (g)  "Lease Year" means a period of 12 consecutive months commencing on the
          first day of the first full month of the Term and each 12-month period
          thereafter during the Term.

     (h)  "Monthly Base Rent" means the following amounts per Rentable Square
          Foot multiplied by the number of Square Feet of Office Space and
          Warehouse Space in the Premises divided by 12:

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                         RATE             SQUARE FEET
                         ----             -----------
     LEASE YEAR    OFFICE/WAREHOUSE    OFFICE/WAREHOUSE     MONTHLY BASE RENT
        1 - 5         $9.50/$4.50         5,806/2,633           $5,583


          The amount of the Monthly Base Rent will not change during the Term
          unless space is added to or deleted from the Premises as provided in
          this Lease or by written amendment of this Lease.

     (I)  "Costs" means the estimated monthly Tax Costs plus the estimated
          monthly Operating Costs.

     (j)  "Monthly Rent" means the Monthly Base Rent plus Tenant's Share of the
          Costs.

     (k)  "Tenant's Share" means the percentage obtained by dividing the Square
          Feet of the Premises by the Square Feet in the Building, which
          percentage on the date of this Lease is estimated to be 9.24 % based
          on the number of square feet stated in paragraph (b) above and based
          upon a current estimate of the Square Feet in the Building of 91,368
          square feet.

     (l)  "Operating Costs" means all costs, charges and expenses incurred by
          Lessor in connection with ownership, operation, security, maintenance
          and repair of the Land, the Building, other improvements on the Land,
          appurtenances to the Building, parking, roadways, landscaping,
          lighting, sidewalks, and common or public areas, including but not
          limited to real estate taxes and insurance on Common Areas, interior
          and exterior Building maintenance, insurance, utilities, fees or
          expenses for management by Lessor or any other party (not to exceed 5%
          of gross rents from the Building), amortization (over the useful life
          and at Lessor's cost of capital) of capital investments made to reduce
          Operating Costs, or required under any governmental law or regulation
          which was not applicable to the Building at the time it was
          constructed, and amortization of repairs made to extend the life of
          the Building and other improvements. Operating Costs will not include
          mortgage principal or interest, depreciation on the Building or
          fixtures, advertising expenses, real estate brokers' commissions or
          the cost of tenant improvements.

          In addition, Operating Costs shall not include any costs or expenses
          for: leasing or obtaining new or renewal tenants or preparation of
          space for other tenants; repair or replacement of the Building or its
          contents or components to the extent covered by insurance or warranty;
          expenses of enforcing any lease; refinancing, leasing or selling the
          Land or Building; any aspect of the Phase II Building; any item or
          service that Tenant separately pays Lessor or third parties or that
          Lessor

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          provides selectively to one or more other tenants (whether or not
          Lessor is reimbursed); testing, cleaning, abating or otherwise
          remedying any hazardous substances from the Land or Building which
          were present prior to the Commencement Date or brought on to the Land
          or Building after the Commencement Date by Lessor or another tenant;
          contributions to operating cost reserves, to the extent such reserves
          will not be used during the calendar year created; any bad debt or
          rent loss reserves; operation and maintenance incurred due to the
          nature of the business conducted by another tenant (e.g. food service
          tenants). The estimate of the Operating Costs for the first year of
          the Term is attached hereto as Exhibit D.

     (m)  "Tax Costs" means all real estate taxes, levies, charges, and
          installments of assessments (including interest on deferred
          assessments) assessed, levied or imposed on, or allocated to, the Land
          and Building (except to the extent included in Operating Costs) and
          all reasonable attorneys' fees, consultants' fees, witness fees, court
          costs and other expenses of Lessor in connection with any good faith
          proceeding to contest these amounts.

     (n)  "Square Feet" means the number of square feet calculated from
          dimensional architect's drawings by measuring to the outside surface
          of exterior walls and to the centerline of walls separating areas
          leased or held for lease to others.

     (o)  "Lease" means this Lease, all Exhibits attached to this Lease, and all
          properly executed amendments, modifications and supplements to this
          Lease.

     (p)  "Section" means a section of this Lease.

     (q)  "Exhibit" means an Exhibit attached to and thereby made a part of this
          Lease.

     (r)  "Land" means the land described on Exhibit B.

     (s)  "Taking" means acquisition by a public authority having the power of
          eminent domain of all or part of the Land or Building by condemnation
          or conveyance in lieu of condemnation.

     (t)  "Casualty" means a fire, explosion, tornado, or other cause of damage
          to or destruction of the Building.

     (v)  "Common Areas" means any halls, lavatories, loading facilities,
          driveways and open lot parking areas, designed for the nonexclusive
          use of the owner and occupants of the Building, and not designed or
          intended for the exclusive use of a single tenant, as designated by
          Lessor from time to time.

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     (w)  "Tenant's Work" means all improvements, alterations, fixtures and
          equipment constructed or installed for Tenant's use and occupancy of
          the Premises or desired by Tenant to complete the Premises for
          occupancy.

2. Premises and Construction.

Lessor leases the Premises to Tenant, and Tenant leases the Premises from
Lessor, for the Term, under the terms and conditions of this Lease.

The Premises will be constructed by The Bainey Group, Inc., substantially in
accordance with final construction drawings, plans, and specifications approved
by Lessor, (Tenant Improvements) all at Tenant's expense except for the tenant
allowance hereinafter described. Lessor will contribute a credit against the
cost of the Tenant Improvements up to $158,000.00 (Tenant Allowance). Tenant
will be responsible for any costs in excess of the Tenant Allowance. Tenant
shall pay Lessor upon request, the amount by which the actual cost to Lessor for
all work, exceeds the Tenant Allowance. Any other work desired by Tenant to
complete the Premises for occupancy will be performed by Lessor or Tenant's
contractor approved by Lessor, at Tenant's sole expense.

When Tenant takes possession of all or a portion of the Premises, that will be
deemed conclusive evidence that the Premises or the portion are in satisfactory
condition on that date, and that Lessor has completed all work for which it is
responsible, subject only to latent defects and to deficiencies (if any) listed
in a written notice delivered by Tenant to Lessor not more than 30 days after
the date of taking possession.

3. Rent.

Tenant will pay the Monthly Rent to Lessor at P.O. Box 73547, Chicago, Illinois
60673-7547, or such other place as Lessor may designate, in advance on the first
day of each month during the Term, without demand, deduction or setoff. The
Monthly Rent may change as the Costs are adjusted annually under Sections 4 and
5.

Monthly Rent will begin on the later of October 1, 1997 or the Commencement
Date. If the Term begins on a day other than the first day of a month, the
Monthly Rent for that month will be prorated by multiplying the Monthly Rent by
the number of days of that month included in the Term and dividing the product
by the number of days in that month.

Any Monthly Rent or other amounts payable by Tenant to Lessor under this Lease
which are not paid within 10 days after the date due will bear interest from the
date due to the date paid at the rate of 18% per annum or the maximum rate of
interest permitted by law, whichever is less, and the interest will be paid to
Lessor on demand. In addition, Tenant will pay Lessor a $100 service charge for
all Monthly Rent not paid by the 10th day of the month for which it is payable,
which service charge is to partially cover expense involved in handling
delinquent

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payments. All amounts to be paid by Tenant to Lessor under this Lease will be
deemed to be additional rent for purposes of payment and collection.

If any taxes, special assessments, fees or other charges are imposed against
Lessor by any governmental unit or agency with respect to rentals under this
Lease, Tenant will pay these amounts to Lessor when due, except that Tenant will
have no obligation to pay any income tax on rentals unless the tax is imposed in
lieu of real estate taxes.

4. Cost Adjustments.

The initial Monthly Rent is based in part on the estimated Operating Costs and
Tax Costs. Prior to the first day of each calendar year after the date of this
Lease, or as soon as reasonably possible after the first day of the year, Lessor
will furnish Tenant with an reasonable estimate of the Costs if greater than the
initial Costs, and the Monthly Rent will be increased by 1/12th of Tenant's
Share of the difference between the initial estimate of Costs and the current
estimate.

After the end of each calendar year, including the year in which the Term
expires, Lessor will give Tenant a statement of the actual Costs for that
calendar year. If the actual Costs exceed the estimated Costs for that year,
Tenant will pay Tenant's Share of the excess to Lessor within 20 days after
receiving the statement. If the actual Costs are less than the estimated Costs
for that year, Lessor will pay Tenant's Share of the difference to Tenant with
the statement. If Tenant does not give Lessor written notice within one year
after receiving Lessor's statement that Tenant disagrees with the statement and
specifying the amounts in dispute, Tenant will be deemed to have waived the
right to contest the statement. Tenant will file no petition in Tax Court
regarding the Tax Costs without Lessor's prior written consent. If Lessor
contests Tax Costs and receives a refund or incurs additional Tax Costs after
adjustments for actual Tax Costs have been made, the actual Tax Costs will be
corrected accordingly and the appropriate adjustment will be made between Lessor
and Tenant. The portion of Costs to be paid by Tenant for the years in which the
Term begins and ends will be prorated by multiplying the actual Costs by a
fraction, the numerator of which is the number of days of that year in the Term
and the denominator of which is 365.

Subject to the one-year limitation set forth in this Section, if Tenant has a
good faith belief that Lessor has overstated Operating Costs, Tenant may, upon
30 days prior written notice to Lessor, audit all books and records pertaining
to Operating Costs. Such audit shall be: (i) conducted at the place where such
books and records are maintained; (ii) conducted during regular business hours;
(iii) conducted by an auditor approved by Lessor (which approval Lessor agrees
not to unreasonably withhold or delay); (iv) restricted to one audit per
operating year; and (v) at the sole cost and expense of Tenant. Any such audit
rights must be exercised by Tenant within one year after the statement given by
Lessor under this Section, or such audit rights shall be deemed to be waived.
Tenant shall provide Lessor with a complete copy of the report of such auditor
with reasonably detailed breakdowns, and unless Lessor shall elect to challenge
specific items of such report within 180 days following receipt thereof, such

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determination shall be binding and conclusive upon both Lessor and Tenant. In
the event that any such audit shall reveal that Tenant has overpaid its
proportionate share of Operating Costs, Lessor shall refund to Tenant such
overpayment within 30 days of written demand from Tenant for such overpayment.

If Lessor shall dispute the amount of the Operating Costs as determined by
Tenant's auditor, Lessor may have an auditor inspect Tenant's report and the
books and records pertaining to the Operating Costs. Unless such inspection is
performed and a report delivered to Tenant in accordance with the next sentence
hereof, all within 180 days from the date when the results of Tenant's audit are
delivered to Lessor, the Operating Costs as determined by Tenant's auditor shall
be binding and conclusive. Lessor shall provide Tenant with a complete copy of
the report of Lessor's auditor with reasonably detailed breakdowns, and unless
Tenant shall elect to challenge specific items of such report within 60 days
following receipt thereof, such determination shall be binding and conclusive
upon both Lessor and Tenant.

5. Cost Computations and Allocations.

If the Building is not fully occupied during any partial or full year, an
adjustment will be made in computing the actual Operating Costs for such year so
that it is computed as though the Building had been fully occupied during that
year.

6. Fiscal Year.

The year used to determine Costs may be changed to a different 12-month period
designated by Lessor for all tenants of the Building. If the calendar year is
changed to a fiscal year, or if a fiscal year is changed to a different fiscal
year, prorations will be made for the estimated Costs and the actual Costs so
that the same time period is used to determine each and so that Costs are not
included in more than one time period.

7. Possession.

Tenant shall be entitled to take possession of the Premises before the
Commencement Date provided such possession does not unreasonably interfere with
the construction of Tenant Improvements and provided that all provisions of this
Lease will apply to such period except for the payment of Monthly Rent.

If Lessor is delayed in delivering possession of all or any portion of the
Premises to Tenant, Tenant will take possession of the Premises on the date when
Lessor delivers possession of all of the Premises, and the last day of the term
will be extended so that the length of the Term remains the same. If the
extended Term would end on a day other than the last day of a month, the Term
will be further extended to the last day of the month in which the Term ends.

This Lease will not be void or voidable and Lessor will not be liable to Tenant
for any loss or

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damage resulting from any delay in delivering possession of the Premises to
Tenant, but unless the delay is principally caused by or attributable to Tenant,
its employees, agents or contractors, no Monthly Rent will be due for the period
prior to the date Lessor delivers possession of the Premises, unless Tenant
elects to take possession of a portion of the Premises, in which case Monthly
Rent will be due for the portion of the Premises taken. Tenant's occupancy of
the Premises will constitute Tenant's acceptance of the Premises subject only to
latent defects and punch list items.

If Tenant pays the Monthly Rent and other charges and performs all of Tenant's
obligations under this Lease, Lessor promises that Tenant may peaceably and
quietly possess and enjoy the Premises under this Lease.

8. Use.

Tenant will use the Premises for general business offices and light
manufacturing and for no other purpose.

Tenant will not commit or permit any act or omission which results in the
violation of any law, governmental regulation, or insurance policy of Lessor,
relating to the Building, or which will increase Lessor's insurance rates on the
Building. Tenant will not permit any conduct or condition which may unduly
disturb or endanger other occupants of the Building.

9. Care of Premises.

Tenant will, at all times during the Term and any renewals and extensions, at
its sole expense, keep and maintain the Premises in a clean, safe, sanitary, and
first class condition and in compliance with all applicable laws, codes,
ordinances, rules, and regulations. Tenant's obligations will include but not be
limited to the maintenance, repair and replacement, if necessary, of heating,
air conditioning and ventilating fixtures, equipment and systems, all lighting
and plumbing fixtures, all interior walls, partitions, doors and windows,
including the regular painting thereof, all exterior entrances, windows, doors,
and docks and the replacement of all broken glass, to the extent a part of the
Premises and excluding any defects in the Tenant Improvements. When used in this
Section, the term "repairs" shall include replacements and overhauling equipment
when necessary, and all such repairs made by the Tenant shall be equal in
quality and class to the original work as of the Commencement Date. Provided,
however, where repairs or replacements are required to be made by reason of the
gross negligence of Lessor, the costs will be reimbursed by Lessor and payable
by Lessor to Tenant on demand. The Tenant shall keep and maintain all portions
of the Premises and the sidewalk and areas adjoining the same in clean and
orderly condition, free of accumulation of dirt, rubbish, snow, and ice, except
that Lessor will contract for snow removal from the sidewalks for snowfalls
which require snow plowing of the parking lot (approximately 2 inches or more).

If Tenant fails, refuses or neglects to maintain or repair the Premises as
required in this Lease

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after 10 days prior written notice has been given Tenant, Lessor may make such
repairs without liability to Tenant for any loss or damage that may accrue to
Tenant's merchandise, fixtures, or other property or to its business, and upon
completion, Tenant will pay to Lessor all costs plus 15% for overhead incurred
by Lessor in making such repairs upon presentation to Tenant of bill for the
repairs.

Lessor shall keep the foundation, roof, and structural portions of the walls of
the Building (except interior walls erected by Tenant) and any electrical,
lighting, plumbing or sewer systems which are used for the benefit of the entire
Building, in good condition and repair, except for repairs required thereto by
reason of the acts or omissions of Tenant, subject to Tenant's obligation to pay
Tenant's Share of Operating Costs.

Lessor shall also be responsible for the maintenance and repair of all common
areas. Repairs shall include replacements and other improvements as are
necessary to maintain the property in good order and condition. If Lessor is
required to make any of the foregoing repairs by reason of Tenant's acts or
omissions, Lessor shall have the right, but shall not be obligated, to make such
repairs or replacements on behalf of and for the account of Tenant. In such
event, such work shall be paid for in full by Tenant as additional rent unless
such work is paid for by the insurance required under this Lease.

Tenant, at its own cost and expense, will enter into a regularly scheduled
preventive maintenance and service contract with a maintenance contractor
approved by Lessor for servicing all hot water, heating and air conditioning
systems and equipment within the Premises. The service contract must include all
services suggested by the equipment manufacturer in its operations and
maintenance manual and must become effective within 30 days of the date Tenant
takes possession of the Premises.

10. Building Rules.

Rules and Regulations for the Premises and the Building in effect on the date of
this Lease are attached as Exhibit C. Lessor will have the right to adopt
different or additional reasonable rules and regulations for the entire
Building, and to rescind or amend the attached rules and regulations, from time
to time. Tenant will abide by the rules and regulations then in force and will
cause Tenant's employees to observe and comply with them.

11. Compliance with Laws.

Tenant will, at its expense, promptly comply with all laws, ordinances, rules,
orders, regulations and other requirements of governmental authorities now or
subsequently pertaining to the Premises. Tenant will pay any taxes or other
charges by any governmental authority on Tenant's property or trade fixtures in
the Premises or relating to Tenant's use of the Premises other than Tax Costs.

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The Premises shall not be used in any manner which under any requirement of law
or of any public authority would require Lessor to make any addition or
alteration to or in the Building Tenant will be responsible for compliance with
the Americans with Disabilities Act of 1990 as it applies to the Premises. The
Premises shall not be used in any manner which will increase the rates required
to be paid for public liability or for all risk insurance covering the Building.
Tenant shall occupy the Premises, conduct its business and control its agents,
employees, invitees, and visitors in such a way as is lawful and reputable and
will not permit or create any nuisance, noise, odor, or otherwise interfere
with, annoy, or disturb any other Tenant in the Building in its normal business
operations or Lessor in its management of the Building. Outside storage on the
Land of any type of equipment, property, or materials owned or used by Tenant or
its customers and suppliers is not permitted.

12. Hazardous Substances.

The term "Hazardous Substances", as used in this Lease, means pollutants,
contaminants, toxic or hazardous wastes or any other substances, the removal of
which is required or the use of which is restricted, prohibited or penalized by
an "Environmental Law", which term means any federal, state or local law or
ordinance relating to pollution or the protection of the environment. Tenant
agrees that (a) no activity will be conducted on the Premises that will produce
any Hazardous Substance, except for activities which are part of the ordinary
course of Tenant's business (the "Permitted Activities"), provided the Permitted
Activities are conducted in accordance with all Environmental Laws and have been
approved in advance in writing by Lessor; (b) the Premises will not be used for
storage of any Hazardous Substances, except for temporary storage of materials
used in the Permitted Activities (the "Permitted Materials"), provided the
Permitted Materials are properly stored in a manner and location meeting all
Environmental Laws and approved in advance in writing by Lessor; (c) no portion
of the Premises or Land will be used by Tenant as a landfill or a dump; (d)
Tenant will not install any underground tanks of any type;

(e) Tenant will not cause any surface or subsurface conditions to exist or come
into existence that constitute, or with the passage of time may constitute, a
public or private nuisance; (f) Tenant will not permit any Hazardous Substances
to be brought onto the Premises, except for Permitted Materials, and if so
brought, Tenant will immediately remove them, with proper disposal, and will
undertake all required cleanup procedures under the Environmental Laws. If, at
any time during or after the term of the Lease, the Premises are found to be
contaminated or subject to conditions prohibited in this Lease as a result of
the actions or omissions of Tenant, its agents or contractors, Tenant will
indemnify and hold Lessor harmless from all claims, demands, actions,
liabilities, costs, expenses, damages and obligations of any nature arising from
or as a result of the use of the Premises by Tenant. The foregoing
indemnification will survive the termination or expiration of this Lease.

13. Signs.

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Tenant will not place or permit any signs on the exterior or windows of the
Building, or within the Premises if visible from the exterior of the Building or
from hallways or other Common Areas of the Building, except lettering and
numerals for identification purposes on or near doorways as approved in advance
by Lessor. At it's expense, Tenant may place a sign with its company name, on
the Building. Such sign will be identical in size, color and composition, to
other tenant signs on the Building. Lessor shall determine the placement of the
sign on the Building.

14. Alterations.

After completion of the Building, Lessor will have no obligation to do any
redecorating or remodeling or to make any repairs or alterations. Tenant will
not make any alterations, additions or improvements in or to the Premises which
exceed $5,000 in each instance so long as such alterations, additions or
improvements do not adversely affect the Building structure or electrical or
mechanical systems of the Building and do not affect the value of the Building,
without first obtaining the written consent of Lessor. Tenant will get Lessor's
prior written approval of any contractor or subcontractor who is to perform work
on the Premises at Tenant's request. Lessor may require Tenant to post a bond,
cash or other security to protect the Premises from mechanic's liens. All
alterations by Tenant will be constructed with new materials, in a good and
workmanlike manner, and in compliance with the plans and specifications approved
by Lessor and all applicable laws, ordinances, rules, orders, regulations, or
other requirements of governmental authorities. Tenant will pay for any labor,
services, materials, supplies or equipment furnished or alleged to have been
furnished to Tenant in or about the Premises, and will pay and discharge any
mechanic's, materialmen's or other lien against the Premises resulting from
Tenant's failure to make such payment, or will contest the lien and deposit with
Lessor cash equal to 150% of the amount of the lien. If the lien is reduced to
final judgment, Tenant will discharge the judgment and Lessor will return the
cash deposited by Tenant. Lessor may post notices of nonresponsibility on the
Premises as provided by law.

All alterations, additions and improvements to the Premises made at Lessor's or
Tenant's expense, except movable office furniture and Tenant's movable trade
fixtures and equipment, will become the property of Lessor upon installation and
will be surrendered with the Premises upon termination of this Lease unless
Lessor elects otherwise in writing.

15. Utilities and Services.

Lessor will provide mains and conduits to supply water, gas, electricity and
sanitary sewer services to the Premises. Tenant will pay all separately metered
charges for sewer usage, garbage disposal, refuse removal, water, electricity,
gas, heating, air conditioning and ventilation costs, telephone, and any other
utility services furnished to the Premises during the Term. If any of such
services are furnished by Lessor, the cost of all such services furnished by
Lessor will be a part of the Operating Costs. Lessor will not be liable for any
loss or damage

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resulting from any temporary interruption of these services due to repairs,
alterations or improvements, or any variation, interruption or failure of these
services due to governmental controls, unavailability of energy, or any other
cause beyond Lessor's control. No such interruption or failure of these services
will be deemed as an eviction of Tenant or will relieve Tenant from any of its
obligations under this Lease.

16. Entry by Lessor.

Lessor and its agents and contractors and mortgagees will have the right to
enter the Premises at reasonable times for inspecting, cleaning, repairing, or
exhibiting the Premises, but Lessor will have no obligation to make repairs,
alterations or improvements except as expressly provided in this Lease.

17. Subordination.

At the request of any mortgagee or ground lessor, this Lease will be subject and
subordinate to any mortgage or ground lease which may now or hereafter encumber
the Building, and Tenant will execute, acknowledge and deliver to Lessor any
reasonable document requested by Lessor to evidence the subordination. Such
subordination is on the condition that Tenant receive written confirmation that
Tenant's right of possession of the Premises as provided in this Lease will not
be disturbed by the mortgagee or ground lessor so long as Tenant is not in
default under this Lease. If the interest of Lessor is transferred to any party
by reason of foreclosure of a mortgage or cancellation of a ground lease, or by
delivery of a deed in lieu of foreclosure or cancellation, Tenant will
immediately and automatically attorn to such party. Tenant agrees that upon
notification by Lessor or any mortgagee or ground lessor of the election of a
mortgagee or ground lessor to subordinate its interest in the Premises to this
Lease, this Lease will become prior to the mortgage or ground lease.

18. Estoppel Certificates.

Within 10 days after written request from Lessor, Tenant will execute,
acknowledge and deliver to Lessor a document furnished by Lessor, which document
may be relied upon by Lessor and any prospective purchaser or mortgagee of the
Building, stating (a) that this Lease is unmodified and is in full force and
effect (or if modified, that the Lease is in full force and effect as modified
and stating the modifications), (b) the dates to which rent and other charges
have been paid, (c) the current Monthly Rent, (d) the dates on which the Term
begins and ends, (e) that Tenant has accepted the Premises and is in possession,
(f) that Lessor is not in default under this Lease to Tenant's knowledge, or, if
Lessor is in default, specifying any such default, and (g) including such other
information as the prospective purchaser or mortgagee may reasonably require.

19. Waiver of Claims and Assumption of Risks.

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Lessor and Tenant release each other from any liability for loss or damage by
fire or other casualty coverable by a standard form of "all risk" insurance
policy, whether or not the loss or damage resulted from the negligence of the
other, its agents or employees. Each party will use reasonable efforts to obtain
policies of insurance which provide that this release will not adversely affect
the rights of the insureds under the policies. The releases in this Section will
be effective whether or not the loss was actually covered by insurance. Tenant
assumes all risk of loss or damage of Tenant's property within the Premises,
including any loss or damage caused by water leakage, fire, windstorm,
explosion, theft, act of any other tenant, or other cause. Lessor will not be
liable to Tenant, or its employees, for loss of or damage to any property in the
Premises.

20. Indemnification.

Tenant will indemnify Lessor and its agents and employees against all claims,
demands and actions, and all related costs and expenses (including attorneys'
fees) for injury, death, disability or illness of any person, or damage to
property, occurring in the Premises or arising out of Tenant's use of the
Premises, except to the extent caused by the willful misconduct or negligence of
Lessor or someone acting on its behalf.

Lessor will indemnify Tenant against all claims, demands and actions, and all
costs and expenses relating thereto (including reasonable attorneys' fees), for
injury, death, disability or illness of any person or persons occurring in, on
or about the Land and Building exclusive of the Premises, caused by the willful
misconduct or negligence of Lessor or its officers, employees, agents,
contractors or someone acting on Lessor's behalf.

21. Insurance.

Tenant will keep commercial general liability insurance in force at its expense
by an insurer and policy acceptable to Lessor in its reasonable opinion. The
policy will name Lessor and its mortgagee as additional insureds, for limits of
at least $3,000,000 in the aggregate. Tenant will carry fire and "all risk"
coverage insurance for Tenant's property and improvements in the Premises. Prior
to Tenant's occupancy of the Premises, Tenant will deliver to Lessor the
liability and casualty policies or certificates by the insurer showing this
coverage to be in effect with premiums paid. The insurance will provide that
Lessor will be notified in writing 30 days prior to cancellation of, material
change in, or failure to renew, the insurance.

22. Assignment and Subletting.

Tenant may assign this Lease or sublet all or part of the Premises in excess of
500 square feet only with Lessor's prior written consent. If Tenant receives a
bona fide offer for an assignment of Tenant's interest under this Lease or to
sublease all or part of the Premises and Tenant requests Lessor's consent, a
copy of the offer will be furnished to Lessor. In the case of a proposed
assignment or sublease of all of the Premises, Lessor may terminate this Lease,
either

<PAGE>


conditioned on execution of a new lease between Lessor and the party making the
offer on the same terms as the offer to Tenant or without that condition. In the
case of a proposed sublease for less than all of the Premises, Lessor may amend
this Lease to exclude the portion of the Premises to be subleased, either
conditioned on execution of a new lease between Lessor and the party making the
offer on the same terms as in the offer to Tenant or without that condition.

If Lessor fails to give Tenant written notice of its decision to terminate or
amend this Lease within 20 days after receiving a copy of the offer to Tenant,
Lessor will not unreasonably withhold its consent to the assignment or sublease
described in the offer. The provisions of this Section will be binding on Tenant
and any assignee or subtenant of Tenant and will apply to all portions of the
Premises remaining subject to this Lease and to each request by Tenant, or its
assignee or subtenant, for Lessor's consent to a further or subsequent
assignment or subletting.

If Tenant requests Lessor's consent to assign this Lease, or sublease all or
part of the Premises, to a corporation which controls, is controlled by, or is
under common control with, Tenant, or to a corporation which acquires
substantially all of the assets of Tenant, Lessor will not withhold consent if
(a) after the assignment or sublease the control relationship between Tenant and
the other corporation remains the same, (b) Tenant provides Lessor with current
financial statements of the assignee or sublessee in form reasonably acceptable
to Lessor, and (c) Tenant provides Lessor with a copy of the proposed assignment
or sublease at least 15 days before the assignment or sublease is executed.

If Lessor consents to one or more assignments or subleases, Tenant will still
remain liable for all obligations of the Tenant under this Lease.

Lessor's interest in this Lease will be freely assignable and the obligations of
the Lessor arising or accruing under this Lease after an assignment will be
enforceable only against the assignee.

23. Damage or Destruction.

If the Premises or Building is damaged by Casualty, the damage (excluding damage
to improvements paid for by Tenant or trade fixtures, equipment or personal
property of Tenant) will be repaired by Lessor at its expense to a condition as
near as reasonably possible to the condition prior to the Casualty, but if more
than 25% of the total Square Feet in the Building is rendered untenantable,
Lessor may terminate this Lease as of the date of the Casualty by giving written
notice to Tenant within 30 days after the Casualty.

If this Lease is not terminated, Lessor will begin repairs within 90 days after
the Casualty and complete the repairs within a reasonable time, subject to acts
of God, strikes and other matters not within the control of Lessor. If Lessor
fails to begin and proceed with repairs as required, Tenant may give Lessor
notice to do so. If Lessor has not begun the repairs within 30 days after
Tenant's notice, Tenant may terminate this Lease by written notice to Lessor
within 15

<PAGE>


days after expiration of the 30-day period. If this Lease is terminated because
of the Casualty, rents and other payments will be prorated as of the Casualty
and will be proportionately refunded to Tenant or paid to Lessor, as the case
may be. During any period in which the Premises or any portion of the Premises
is made untenantable as a result of the Casualty, the Monthly Rent will be
abated for the period of time untenantable in proportion to the square foot area
untenantable.

24. Eminent Domain.

If there is a Taking of 25% or more of the Premises or 25% or more of the total
Square Feet in the Building, either party may terminate this Lease as of the
date the public authority takes possession, by written notice to the other party
within 30 days after the Taking. If this Lease is so terminated, any rents and
other payments will be prorated as of the termination and will be
proportionately refunded to Tenant, or paid to Lessor, as the case may be. All
damages, awards and payments for the Taking will belong to Lessor irrespective
of the basis upon which they were made or awarded, except that Tenant may claim
and will be entitled to any amounts specifically awarded for Tenant's trade
fixtures or equipment or as a relocation payment or allowance. If this Lease is
not terminated as a result of the Taking, Lessor will restore the remainder of
the Premises to a condition as near as reasonably possible to the condition
prior to the Taking, the rent will be abated for the period of time the space is
untenantable in proportion to the square foot area untenantable and this Lease
will be amended appropriately to reflect the deletion of the space taken.

25. Defaults.

If (a) Tenant defaults in the payment of rent or other amounts under this Lease
and the default continues for 10 days after written notice by Lessor to Tenant,
(b) Tenant defaults in any other obligation under this Lease and the default
continues for 30 days after written notice by Lessor to Tenant, (c) any
proceeding is begun by or against Tenant to subject the assets of Tenant to any
bankruptcy or insolvency law or for an appointment of a receiver of Tenant or
for any of Tenant's assets, or (d) Tenant makes a general assignment of Tenant's
assets for the benefit of creditors, then Lessor may, with or without
terminating this Lease, cure the default and charge Tenant all costs and
expenses of doing so, and Lessor also may reenter the Premises, remove all
persons and property, and regain possession of the Premises, without waiver or
loss of any of Lessor's rights under this Lease, including Lessor's right to
payment of Monthly Rent. Lessor also may terminate this Lease as to all future
rights of Tenant, without terminating Lessor's right to payment of Monthly Rent
and other charges due under this Lease.

Tenant waives any right of restoration to possession of the Premises after
reentry, notice of termination, or after judgment for possession. If this Lease
is terminated under this Section, Tenant promises and agrees to pay all Monthly
Rent and other charges due for the remainder of the original Term, and all
attorneys' fees and other expenses. If Tenant defaults in any of its obligations
under this Lease, it will promptly pay all costs (including attorneys' fees) of

<PAGE>


enforcing Tenant's obligations, whether or not this Lease is terminated and
whether or not suit is brought. No right or remedy will preclude any other right
or remedy, no right or remedy will be exclusive of or dependent upon any other
right or remedy, and any right or remedy may be exercised independently or in
combination.

If Tenant is in default and notice of termination of Tenant's right to
possession has been mailed to Tenant at the Premises and it appears in Lessor's
reasonable judgment that Tenant has abandoned or vacated the Premises, Lessor
may reenter the Premises and retake possession without legal action, without
relieving Tenant of the obligation to pay Monthly Rent or any other obligations
under this Lease, and without any liability to Tenant for re-entry removal of
Tenant's property.

26. Waiver of Lease Provisions.

No waiver of any provision of this Lease will be deemed a waiver of any other
provision or a waiver of that same provision on a subsequent occasion. The
receipt of rent by Lessor with knowledge of a default under this Lease by Tenant
will not be deemed a waiver of the default. Lessor will not be deemed to have
waived any provision of this Lease by any action or inaction and no waiver will
be effective unless it is done by expressed written agreement signed by Lessor.
Any payment by Tenant and acceptance by Lessor of a lesser amount than the full
amount of all Monthly Rent and other charges then due will be applied to the
earliest amounts due. No endorsement or statement on any check or letter for
payment of rent or other amount will be deemed an accord and satisfaction, and
Lessor may accept such check or payment without prejudice to its right to
recover the balance of any rent or other amount or to pursue any other remedy
provided in this Lease. No acceptance of payment of less than the full amount
due will be deemed a waiver of the right to the full amount due together with
any interest and service charges.

27. Return of Possession to Lessor.

On expiration of the Term or sooner termination of this Lease, Tenant will
return possession of the Premises to Lessor, without notice from Lessor, in good
order and condition, except for ordinary wear and damage, destruction or
conditions Tenant is not required to remedy under this Lease. If Tenant does not
return possession of the Premises to Lessor, Tenant will pay Lessor all
resulting damages Lessor may suffer and will indemnify Lessor against all claims
made by any new tenant of all or any part of the Premises. Tenant will give
Lessor all keys for the Premises and will inform Lessor of combinations on any
locks and safes on the Premises. Any property left in the Premises after
expiration or termination of this Lease or after the Premises have been vacated
by Tenant will become the property of Lessor to dispose of as Lessor chooses.

28. Holding Over.

<PAGE>


If Tenant remains in possession of the Premises after expiration of the Term
without a new lease, it may do so only with written consent by Lessor, and any
such holding over will be from month-to-month subject to all the same provisions
of this Lease, except that the Monthly Base Rent will be the Monthly Base Rent
stated in Lessor's consent if a new Monthly Base Rent is stated, or 150% of the
Monthly Base Rent under this Lease if no new Monthly Base Rent is stated in
Lessor's consent. Any holding over without Lessor's consent will be at 150% of
the Monthly Rent under this Lease. The month-to-month occupancy may be
terminated by Lessor or Tenant on the last day of any month by at least 30 days'
prior written notice to the other.

29. Security Deposit.

Upon execution of the Lease by Tenant, Tenant shall deliver to Lessor as a
security deposit, an irrevocable clean letter of credit in the form set forth in
Exhibit E attached hereto, issued by a commercial banking institution having
offices in Minneapolis, Minnesota and acceptable to Lessor in its reasonable
judgment, in the face amount of $158,000.00 (the "Letter of Credit"). The Letter
of Credit shall be held by Lessor as security for the performance of Tenant's
obligations under this Lease. If the Letter of Credit expires prior to the date
of expiration or earlier termination of this Lease, then not later than 60 days
before the expiration of the Letter of Credit, Tenant shall deliver to Lessor a
renewal or replacement Letter of Credit in the same form and containing the same
terms as those of the expiring Letter of Credit but reduced in face amount in
proportion to the balance of the Term remaining. The Letter of Credit shall be
held by Lessor as security for the performance of Tenant's obligations under
this Lease. Lessor shall have the right to draw on the Letter of Credit pursuant
to the following terms and conditions:

     a. Lessor shall give Tenant at least five (5) days written notice of its
intention to draw on the Letter of Credit setting forth the basis for Lessor's
right to draw on the Letter of Credit.

     b. Tenant fails to remedy the condition as described in such notice within
said five (5) day period.

     c. A default as described in Section 25 of the Lease has occurred, proper
notice has been given by Lessor and such default has not been cured by Tenant
within the required period of time, or Tenant fails to deliver a renewal or
replacement Letter of Credit before the sixty (60) day period as described
above.

If Lessor draws on the Letter of Credit based on Tenant's failure to deliver a
renewal or replacement Letter of Credit, the proceeds of any such draw, upon
receipt, shall be held by Lessor as a security deposit to secure Lessor in the
event of a default by Tenant under Section 25 of the Lease. In the event of any
such default, assuming proper notice has been given and the default has not been
cured, Lessor shall have the right to apply so much of the security deposit as
is necessary to cure such default. Lessor may commingle the security deposit
funds with other funds but will refund the deposit to Tenant without interest
upon termination of this Lease, after subtracting any amounts necessary to cure
any defaults of Tenant under Section 25

<PAGE>


of the Lease, or to repair or restore the premises to the condition required
under this Lease.


Tenant's obligation to maintain the Letter of Credit shall continue through July
1, 1999 after such time as Tenant delivers to Lessor a Balance Sheet for Tenant
indicating that Tenant's "total shareholders' equity" for at least two
consecutive fiscal quarters prior to the preparation of such Balance Sheet is
not less than $4,500,000.00. Such Balance Sheet shall be executed by the Chief
Financial Office/Controller of Tenant and such officer shall state that the
Balance Sheet fairly represents the financial condition of Tenant as of the date
of such Balance Sheet and that such Balance Sheet was prepared and reported in a
manner which is consistent with the preparation and reporting of Balance Sheets
previously provided by Tenant to Lessor prior to the execution of this Lease. If
such "total shareholders' equity" condition is satisfied as evidenced by the
Balance Sheet and if Tenant deposits with Lessor cash or a substitute Letter of
Credit in the same form as described above in the amount of $5,583.00 as a
security deposit, then Lessor will return the Letter of Credit to Tenant, or
will return the remaining proceeds of the Letter of Credit if it has been drawn
upon.

30. Brokers.

Lessor and Tenant represent and warrant one to another that except, for Scott
Fredriksen with the Welsh Companies, neither of them has employed or otherwise
used any broker or agent in relation to this Lease. Lessor will indemnify and
hold Tenant harmless, and Tenant will indemnify and hold Lessor harmless, from
and against any claims for brokerage or other commissions or fees arising out of
any breach of the foregoing representation and warranty by the respective
indemnitors.

31. Notices.

Any notice under this Lease will be in writing, and will be sent by prepaid
certified mail, or by telegram confirmed by certified mail, addressed to Tenant
at the Premises and to Lessor at 1550 Utica Avenue South, Suite 120, St. Louis
Park, Minnesota 55416, or to such other address as is designated in a notice
given under this Section. A notice will be deemed given on the date mailed.
Lessor's statements of Costs and other routine mailings to tenants need not be
sent by certified mail.

32. Governing Law.

This Lease will be construed under and governed by the laws of Minnesota. If any
provision of this Lease is illegal or unenforceable, it will be severable and
all other provisions will remain in force as though the severable provision had
never been included.

33. Entire Agreement.

<PAGE>


This Lease contains the entire agreement between Lessor and Tenant regarding the
Premises. Tenant agrees that it has not relied on any statement, representation
or warranty of any person except as set out in this Lease. This Lease may be
modified only by an agreement in writing signed by Lessor and Tenant. No
surrender of the Premises, or of the remainder of the Term, will be valid unless
accepted by Lessor in writing.

34. Successors and Assigns.

All provisions of this Lease will be binding on and for the benefit of the
successors and assigns of Lessor and Tenant, except that no person or entity
holding under or through Tenant in violation of any provision of this Lease will
have any right or interest in this Lease or the Premises.

35. Relocation.

Tenant acknowledges that CyberOptics Corporation ("CyberOptics") or its
successor or assignee is a tenant of the Building and has, during the Term, a
prior right to expand its leased premises into the floor area on which the
Premises are located. If CyberOptics properly exercises its expansion right and
gives Lessor written notice thereof on or before October 1, 1998, then Lessor
shall, on or before November 2, 1998, notify Tenant in writing of such exercise
and shall also specify whether Lessor has commenced construction of or will be
constructing a second building as part of its Golden Hills Development (the
"Phase II Building").

If Lessor has not and will not be constructing the Phase II Building, then
Lessor's notice to Tenant shall inform Tenant that it must vacate the Premises
as of June 30, 1999. In such event, Tenant shall vacate the Premises on or
before June 30, 1999, the Lease shall terminate as of June 30, 1999, and the
parties hereto shall have no further rights or obligations hereunder except as
the same may have accrued prior to the Lease termination date. If Lessor has
commenced or will be constructing the Phase II Building, and if Tenant is
occupying the Premises at the time of Lessor's notice, then Lessor will further
notify Tenant that Lessor will relocate Tenant for the remainder of the Term,
effective as of July 1, 1999, to a new premises in the Phase II Building similar
in area and appropriateness for Tenant's purposes ("New Premises").

If Tenant is relocated, all of the terms of this Lease (excepting this Section
35) shall remain in full force and effect, Lessor shall pay the expenses of
improving the New Premises with improvements comparable to those located in the
Premises, and Tenant shall pay all expenses of moving Tenant, its property,
signage and equipment to the New Premises, including stationery and telephone
relocation costs.

Tenant further acknowledges that CyberOptics has a prior right to expand its
leased premises into the floor area in the Phase II Building where the New
Premises would otherwise be located.

<PAGE>


If CyberOptics properly exercises its Phase II Building expansion option on or
before October 1, 2001, then Lessor shall, on or before October 31, 2001, notify
Tenant in writing of such exercise and shall inform Tenant that it must vacate
the New Premises as of June 30, 2002.


In such event, Tenant shall vacate the New Premises on or before June 30, 2002,
this Lease shall terminate as of June 30, 2002, and the parties hereto shall
have no further right or obligations hereunder except as the same may have
accrued prior to the Lease termination date.

36. Renewal Option.

Lessor grants Tenant the option to extend the Term for 60 months (the "Renewal
Period") subject to the following conditions:

     (a) Lessor has not exercised its option to relocate Tenant under Section 35
     of this Lease.

     (b) At the time Tenant exercises the option, Tenant is not in default under
     this Lease.

     (c) Tenant gives Lessor prior written notice on or before October 1, 2001
     of Tenant's election to extend the Term.

     (d) CyberOptics Corporation does not elect to lease the Premises.

     (e) The Monthly Base Rent for the Renewal Period will be the monthly fair
     market rent ("Fair Market Rent") for the Premises at the commencement of
     the Renewal Period, considering all provisions of this Lease and the rates
     for comparable space in a comparable building if leased subject to the same
     provisions as this Lease, and considering any tenant improvements
     allowances and other inducements which are or are not included, and
     assuming a willing Lessor and a willing tenant each of which is under no
     obligation to lease the space.

     The Fair Market Rent shall be determined as follows: Within 30 days after
     Lessor receives notice from Tenant regarding Tenant's election to exercise
     the Renewal Option, Lessor will give notice to Tenant of Lessor's
     determination of the Fair Market Rent of the Premises, and Lessor's
     determination will constitute the Fair Market Rent unless Tenant objects in
     writing within 30 days after Tenant's receipt of Lessor's notice. If Tenant
     so objects, and the parties are unable to agree upon the Fair Market Rent
     within 30 days after the Tenant's objection, then by written notice to
     Lessor within 10 days thereafter Tenant may rescind its exercise of the
     option to renew. If such notice of recision is not given, Tenant will be
     deemed to have requested arbitration of the Fair Market Rent under this
     paragraph, in which case the Fair Market Rent will be determined by
     appraisal within 120 days after Tenant's objection notice by a board of

<PAGE>


     appraisers consisting of three reputable real estate appraisers (each an
     "Expert"), each of whom is a member of the American Institute of Real
     Estate Appraisers with the designation of "MAI" and each of whom has at
     least 10 years experience with real estate appraising in the Minneapolis
     metropolitan area. One Expert will be appointed by Tenant, and the second
     Expert will be appointed by Lessor. The third Expert will be appointed by
     the first two Experts.

     If the first two Experts are unable to agree on a third Expert within 10
     days after the appointment of the second Expert, or if either party refuses
     or neglects to appoint an Expert as herein provided within 10 days after
     the appointment of the first Expert, then the third Expert or the second
     Expert, whose appointment was not made as provided above, may be appointed
     by the chief judge of the Hennepin County District Court. If determinations
     of at least two of the Experts are identical in amount, that amount will be
     determined to be the Fair Market Rent. If the determinations of all three
     Experts are different in amount, the highest appraised value will be
     averaged with the middle value (that average being referred to as "Sum A").
     The lowest appraised value will be averaged with the middle value (that
     average being referred to as "Sum B"), and the Fair Market Rent will be
     determined as follows: (i)if neither Sum A nor Sum B differs from the
     middle appraised value by more than 10% of the middle appraised value, then
     the Fair Market Rent will be the average of the three appraisals, (ii)if
     either Sum A or Sum B (but not both) differs from the middle appraised
     value by more than 10% of the middle appraised value, then the Fair Market
     Rent will be the average of the middle appraised value and the appraised
     value closer in amount to the middle appraised value, and (iii)if both Sum
     A and Sum B differ from the middle appraised value by more than 10% of the
     middle appraised value, then the Fair Market Rent will be equal to the
     middle appraised value. Written notice of the Fair Market Rent as duly
     determined in accordance with this Section shall be promptly given to
     Lessor and Tenant and will be binding and conclusive on them. Each party
     will bear its own expenses in connection with the board proceeding
     (including the Expert appointed by it), and the fees of the third Expert
     will be borne equally. If, for any reason, the Fair Market Rent has not
     been determined at the time of the commencement of the Renewal Period, then
     the Fair Market Rent will be the amount set forth in Lessor's
     determination, and if the determination of the Experts as provided above
     indicates that a lesser or greater amount should have been paid than that
     which was actually paid, a proper adjustment will be made in a payment from
     Lessor to Tenant, or Tenant to Lessor, as the case may be.


     (f) All of the other terms, covenants and conditions applicable to the
     Renewal Period shall be the same as set forth in this Lease, except that
     there will be no further option to extend the Term after the Renewal
     Period, and no provisions of this Lease relating to leasehold improvements,
     allowances, or other incentives or concessions, if any, will apply to the
     Renewal Period, unless hereafter agreed upon between the parties in
     writing.

<PAGE>


     (g) At the request of either, Lessor and Tenant will execute and deliver
     appropriate documents covering extension of the Term, the new Monthly Base
     Rent and other terms of this Lease during the extended Term.

     (h) The rights of Tenant under this Section will not be severed from this
     Lease or separately sold, assigned or transferred, and will expire on the
     expiration or earlier termination of this Lease.

<PAGE>


Lessor and Tenant have executed this Lease to be effective as of the date stated
in the first paragraph of this Lease.

                                          LESSOR:

                                          MEPC AMERICAN PROPERTIES INC.


                                          By: /s/ Peter Johnson

                                          Its: Senior Vice President

                                          And


                                          By: /s/ Richard A. Weiblen

                                          Its: Vice President


                                          TENANT:

                                          VIDEOLABS, INC.


                                          By:  /s/ James W. Hansen

                                          Its: President

                                          And

                                          By: /s/ Jill R. Larson

                                          Its: Vice President of Administration

<PAGE>


                                    EXHIBIT A

                                    PREMISES



                   (Attach drawing with Premises crosshatched)

<PAGE>


                                    EXHIBIT B

                                      LAND

<PAGE>


                                    EXHIBIT C

                              RULES AND REGULATIONS


1.       Tenant will not use the Premises in any manner which conflicts with any
         law, ordinance, or governmental rule or regulation now or subsequently
         in force.

2.       Tenant will not install any awnings or other attachments or structures
         on the exterior of the Building.

3.       Curtains, draperies or other window coverings will not be installed in
         the Premises without first obtaining written approval by Lessor of the
         exterior color and material.

4.       No food will be prepared or cooked in the Premises without prior
         written consent by Lessor other than in connection with normal
         breakroom/lunchroom activities.

5.       Tenant will not operate or permit to be operated in the Premises any
         sound producing equipment or device which can be heard outside the
         Premises.

6.       Tenant will not bring or permit to be brought into the Building any
         animals or birds.

7.       Tenant will not disturb, solicit or canvass any occupant of the
         Building and will cooperate to prevent same.

8.       Tenant will refer to Lessor all contractors or installation technicians
         rendering any service for Tenant for approval by Lessor before any
         contractual services are performed. This will include but is not
         limited to installation of telephone, cable or fiberoptic lines or
         equipment, electrical devices and attachments, and any installations
         affecting floors, walls, woodwork, trim, windows, ceilings, equipment
         or other portions of the Building.

9.       Lessor will not be responsible for any property, equipment, money or
         jewelry lost or stolen from the Premises or the public areas of the
         Building, regardless of whether or not the loss occurs when the
         Premises are locked.

10.      Lessor may designate the maximum weight and proper position of any
         heavy equipment, including safes and large files to be placed in the
         Building, and only those which in the opinion of Lessor will not damage
         the floors, structures or elevators may be moved into the Building.

11.      Any damage in connection with the moving or installing of Tenant's
         furniture, equipment, appliances or other articles will be paid for by
         Tenant.

<PAGE>


12.      Lessor may permit entrance to the Premises by use of pass keys
         controlled by Lessor or its employees, contractors or service
         personnel, for the purpose of performing Lessor's janitorial services.

13.      Lessor may at its option set aside a parking area to be used by Tenant
         and its employees, which area will be used by Tenant and its employees
         to the exclusion of other areas. Such area will be no less than as
         required by City code. Lessor will provide and install, at Tenant's
         expense, two (2) visitor parking stalls at Tenant's main entrance.

14.      Tenants will not locate furnishings or cabinets adjacent to mechanical
         or electrical access panels or over air conditioning outlets so as to
         prevent operating personnel from servicing such units as routine or
         emergency access may require.

15.      No portion of the Building shall be used for the purpose of lodging
         rooms or sleeping quarters.

<PAGE>


                                    EXHIBIT D



                        1997 OPERATING AND TAX ESTIMATES

                             GOLDEN HILLS 1 BUILDING



                        General Building Maintenance        $ .08
                        HVAC                                  .02
                        Electrical                            .04
                        Water/Sewer                           .04
                        Landscape Maintenance                 .08
                        Snow Removal                          .14
                        Insurance                             .08
                        Management Fee                        .34
                                                            -----

                        Total Operating Costs               $ .82
                        Real Estate Taxes                   $1.21
                                                            -----
                        TOTAL OPERATING AND TAX             $2.03