Exhibit
10.8
 LEASE AGREEMENT
 IRET PROPERTIES, A
NORTH DAKOTA LIMITED PARTNERSHIP AM RETAIL GROUP, INC.
 DEFINITIONS
 Exhibit 1
 BASIC TERMS
  1.
    
    Premises:
    
    Suite A, consisting of approximately 155,026
square feet of the Building located at 7401
Boone Avenue North, Brooklyn Park, Minnesota.
The Premises are depicted on attached Exhibit
2.1(first floor) and Exhibit 2.2(mezzanine).
As of the Effective Date, the initial
Premises will consist of: (a) 1,618 square
feet of first floor entry space; (b) 97,011
square feet of first floor warehouse space;
(c) 29,922 square feet of mezzanine office
space; and (d) 26,475 square feet of mezzanine
warehouse space.2.
    
    Lease Term:
    
    36 full calendar months (Section 1.2.1).3.
    
    Commencement Date:
    
    The first to occur of: (1) the first Business
Day following Substantial Completion of the
Tenant Improvements (Section 17.1); or (2)
June 1, 2009.4.
    
    Basic Rent:
 Months
    
    Annualized
    
    Monthly1-12
    
    $579,797.24 ($3.74/sf)
    
    $
    48,316.4413-24
    
    $596,850.10 ($3.85/sf)
    
    $
    49,737.5125-36
    
    $615,453.22 ($3.97/sf)
    
    $
    51,287.77Extension Term:
    
    (Section 1.2.4)
 5.
    
    Tenants Share of
Expenses Percentage:
    
    37.864%6.
    
    Property Manager:
    
    IRET Properties, a North Dakota Limited Partnership
10050 Crosstown Circle, Suite 105
Eden Prairie, MN 55344
Telephone: (952) 401-66007.
    
    Rent Payment Address:
    
    IRET Properties, a North Dakota Limited Partnership
Attn: PM Accounting (GL#1233)
PO Box 1988 (regular mail)
12 South Main Street (overnight delivery)
Minot, ND 58701




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8.
    
    Address of Landlord
for Notices:
    
    IRET Properties, a North Dakota Limited Partnership
Attn: General Counsel
PO Box 1988 (regular mail)
12 South Main Street (overnight delivery)
Minot, ND 58701With a copy to:
    
    Property Manager at the address described in Section 6
of the Basic Terms.9.
    
    Address of Tenant
for Notices:
    
    AM Retail Group, Inc.
Attn: Mr. Randy Roland
7401 Boone Ave N, Suite A
Brooklyn Park, MN 5542810.
    
    Brokers:
    
    None (Landlords Broker).
None (Tenants Broker).
(Section 18.10)11.
    
    Security Deposit:
    
    None.12.
    
    Permitted Use:
    
    Tenant shall use the Premises only for general
office, warehouse and distribution purposes,
together with all uses which are incidental or
ancillary to any such permitted primary uses,
and not for any other purpose (Section 4.1).13.
    
    Extension Option:
    
    1 option of 3 years, on advance written notice,
as set forth in Section 1.2.4.
 ARTICLE 1
LEASE OF PREMISES AND LEASE TERM
 1.1. Premises
 1.2. Term, Delivery and Commencement
 1.2.1. Commencement and Expiration of Term
 1.2.2. Tender of Possession. Sublease Termination Date
 2




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1.2.3. Commencement Date Memorandum. Exhibit 1.2.3 Commencement Date Memorandum
 1.2.4. Option to Extend. Extension Term Extension Notification
 1.3. Landlords Right to Construct Internal Hallway. Exhibit 1.3
 1.4. Quiet Enjoyment.
 3




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ARTICLE 2
RENT
 2.1. Basic Rent.
 2.2. Additional Rent.
 2.3. Delinquent Rental Payments.
 2.4. Independent Obligations.
 ARTICLE 3
PROPERTY TAXES AND OPERATING EXPENSES
 3.1. Payment of Expenses.
 3.2. Estimation of Tenants Share of Expenses.
 3.3. Payment of Estimated Tenants Share of Expenses.
 4




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3.4. Re-Estimation of Expenses.
 3.5. Confirmation of Tenants Share of Expenses. th st st
 3.6. Tenants Inspection and Audit Rights.
 3.7. Annual Amendment to Tenants Share of Expenses Percentage.
 5




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3.8. Landlords Right to Contest Property Taxes.
 ARTICLE 4
USE
 4.1. Permitted Use. Permitted Use
 4.2. Acceptance of Premises. AS IS  WHERE
IS
 4.3. Laws & Building Rules. Exhibit
4.3 Building Rules
 4.4. Common Area.
 4.5. Signs.
 4.5.1. Building Monument Sign. Building Monument
 6




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4.5.2. Building Exterior Sign. Exterior Sign
 4.5.3.
 ARTICLE 5
HAZARDOUS MATERIALS
 5.1. Compliance with Hazardous Materials Laws.
 5.2. Notice of Actions.
 7




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5.3. Disclosure and Warning Obligations.
 5.4. Landlord Indemnification.
 5.5. Tenant Indemnification.
 ARTICLE 6
UTILITIES & SERVICES
 6.1. Janitorial Service.
 6.2. Utilities.
 8




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6.3. Tenants Obligations.
 6.4. Tenant Devices and Communications Equipment.
 ARTICLE 7
MAINTENANCE AND REPAIR
 7.1. Landlords Obligations.
 9




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7.2. Tenants Obligations.
 7.2.1. Maintenance of Premises.
 7.2.2. Alterations Required by Laws.
 ARTICLE 8
CHANGES AND ALTERATIONS
 8.1. Landlord Approval
 10




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8.2. Tenants Responsibility for Cost and Insurance.
 8.3. Construction Obligations and Ownership.
 8.4. Liens.
 8.5. Indemnification.
 ARTICLE 9
RIGHTS RESERVED BY LANDLORD
 9.1. Landlords Entry.
 11




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9.2. Control of Property.
 9.3. Interference with Tenants Business.
 ARTICLE 10
INSURANCE AND LIABILITY
 10.1. Tenants Insurance Obligations.
 10.1.1. Liability Insurance.
 10.1.2. Other Insurance.
 12




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10.1.3. Miscellaneous Insurance Provisions.
 10.1.4. Tenants Failure to Insure.
 10.2. Landlords Insurance Obligations.
 10.2.1. Property Insurance.
 10.2.2. Liability Insurance.
 10.2.3. Deductible.
 13




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10.3. Mutual Waiver of Subrogation.
 10.4. Liability of Landlord and Tenant.
 10.4.1.
 10.4.2.
 10.4.3.
 10.4.4.
 14




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ARTICLE 11
DAMAGE OR DESTRUCTION
 11.1. Tenants Notice of Casualty.
 11.2. Tenantable Within 180 Days.
 11.3. Not Tenantable Within 180 Days.
 11.4. Building Substantially Damaged.
 11.5. Insufficient Proceeds.
 11.6. Landlords Repair Obligations.
 11.7. Rent Apportionment Upon Termination.
 15




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11.8. Exclusive Casualty Remedy.
 ARTICLE 12
CONDEMNATION
 12.1. Termination of Lease.
 12.2. Landlords Repair Obligations.
 12.3. Tenants Participation.
 12.4. Exclusive Taking Remedy.
 16




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ARTICLE 13
TRANSFERS
 13.1. Restriction on Transfers.
 13.1.1. General Prohibition.
 13.1.2. Transfers to Affiliates.
 13.2. Costs.
 ARTICLE 14
DEFAULTS; REMEDIES
 14.1. Events of Default. Event of
Default
 17




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14.1.1. Failure to Pay Rent.
 14.1.2. Failure to Perform.
 14.1.3. Misrepresentation.
 14.1.4. Other Defaults.
 14.1.5. Notice Requirements.
 14.2. Remedies.
 14.2.1. Termination of Tenants Possession; Re-entry and Reletting Right.
 18




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14.2.2. Termination of Lease.
 14.2.3. Present Worth of Rent.
 14.2.4. Self Help.
 14.2.5. Other Remedies.
 14.3. Costs.
 19




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14.4. Waiver and Release by Tenant.
 14.5. Landlords Default.
 14.6. No Waiver.
 ARTICLE 15
CREDITORS; ESTOPPEL CERTIFICATES
 15.1. Subordination.
 20




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15.2. Attornment.
 15.3. Mortgagee Protection Clause.
 15.4. Estoppel Certificates.
 15.4.1. Contents.
 15.4.2. Failure to Deliver.
 21




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ARTICLE 16
TERMINATION OF LEASE
 16.1. Surrender of Premises.
 16.2. Holding Over. with without
 ARTICLE 17
ADDITIONAL PROVISIONS
 17.1. Tenant Improvements.
 17.1.1. Tenant Improvements. Landlord Improvements Tenant Improvements Exhibit 17.1.1
 22




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$120,000.00 Allowance
 17.1.2. Substantial Completion.
 17.1.3. Punch List.
 17.2. Parking Facilities. Exhibit 17.2.A Exhibit 17.2.B
 ARTICLE 18
MISCELLANEOUS PROVISIONS
 18.1. Notices.
 18.2. Transfer of Landlords Interest.
 23




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18.3. Successors.
 18.4. Captions and Interpretation.
 18.5. Relationship of Parties.
 18.6. Entire Agreement; Amendment.
 18.7. Severability.
 18.8. Survival.
 18.9. Attorneys Fees.
 18.10. Brokers.
 18.11. Governing Law.
 18.12. Time is of the Essence.
 24




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18.13. Authority.
 18.14. Force Majeure.
 18.15. No Recording.
 18.16. Nondisclosure of Lease Terms.
 18.17. Financial Disclosure
 18.18. Construction of Lease and Terms.
 25




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LANDLORD:IRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP
By: IRET, Inc., its general partner
 By:
    
    /s/ Thomas A. Wentz, Jr.Print Name: Thomas A. Wentz, Jr.Print Title: Senior Vice PresidentDATED:By:
    
    /s/ Charles A. GreenbergPrint Name: Charles A. GreenbergPrint Title: Vice PresidentTENANT:AM RETAIL GROUP, INC., a Delaware corporationBy:
    
    /s/ Joel WallerPrint Name: Joel WallerPrint Title: President
 26




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EXHIBIT 1 TO LEASE  Definitions
 Additional Rent
 Affiliate
 Alteration
 Bankruptcy Code
 Basic Rent
 Basic Terms
 Building
 Business Days
 City
 Claims
 Commencement Date
 Common Area
 Condemning Authority
 County
 Discount Rate
 Effective Date
 Event of Default
 Expenses
 Force Majeure




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Hazardous Materials
 Hazardous Materials Laws
 Land
 Landlord
 Landlord Parties
 Laws
 Lease
 Lease Year
 Maximum Rate
 Mortgage
 Net Rent
 Notices
 Operating Expenses
 2




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i.
    
    The costs of repair, restoration or other work occasioned by any insured
casualty (except for deductibles as provided in Section 10.2).ii.
    
    Interest, principal, points and fees, amortization or any other costs
associated with the Mortgage, and all costs and expenses associated with any such debt,
irrespective of whether this Lease is subject or subordinate thereto.iii.
    
    Expenses or Allowances for depreciation or amortization (except as may be
expressly allowed by this Lease, including without limitation the amortization of
capital improvements as noted above).iv.
    
    Any bad debt loss, or any reserve for bad debt loss.v.
    
    Compensation (including benefits) paid to any employee of Landlord or Property
Manager above the grade of building superintendent or manager.vi.
    
    Expenses to prepare, renovate, or perform any other work in any space leased to
an existing or new tenant of the Building, or to prepare, renovate or perform work in
the Building to accommodate additional tenants.vii.
    
    Expenses to retain existing tenants or to lease space to new tenants, including
without limitation legal fees, leasing commissions, advertising, and promotional
expenditures.viii.
    
    Expenses to resolve disputes with existing tenants, or to negotiate lease
terms with prospective tenants.ix.
    
    The costs of any services or supplies to the extent that such costs are
reimbursed to Landlord by tenants of the Building (other than by virtue of the pass
through of Operating Expenses to tenants), or by other third parties.x.
    
    The costs of any repair, restoration or other work occasioned by a condemnation
proceeding, if and to the extent Landlord has actually been reimbursed by condemnation
proceeds.
 3




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xi.
    
    Rent payable by Landlord pursuant to any ground or air-rights lease affecting
the Property, irrespective of whether this Lease is subject or subordinate thereto.xii.
    
    Fees or sums paid to an affiliate of Landlord, to the extent that such fees
exceed the customary amount charged by independent contractors and suppliers for the
services or supplies provided.xiii.
    
    Expenses for any necessary replacement of any item to the extent that it is
covered under warranty.xiv.
    
    Costs of sculptures, paintings and other objects of art.xv.
    
    Charitable or political contributions by Landlord.xvi.
    
    Interest or penalties assessed against Landlord due to the late payment of any Expenses.xvii.
    
    Expenses for any item or service that Tenant pays directly to a third party,
or separately reimburses to Landlord.xviii.
    
    The costs of repairs to the extent such repairs are necessitated by Landlords
negligence or willful misconduct.xix.
    
    The costs of any services provided to other tenants of the Property in excess
of the services provided to Tenant under this Lease.xx.
    
    Landlords general corporate overhead and administrative expenses, except to
the extent related (or reasonably allocated) to the Property, and except as expressly
provided in this Lease.xxi.
    
    Personal property taxes of Landlord for equipment or items to the extent not
used directly in the operation or maintenance of the Property.xxii.
    
    Landlords income, franchise, estate or inheritance taxes.
 Permitted Encumbrances
 Property
 Property Manager
 Property Taxes
 4




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Punch List
 Re-entry Costs
 Rent
 State
 Structural Alterations
 Substantial Completion
 Taking
 Tenant
 Tenant Delays
 Tenant Parties
 Tenants Share of Expenses
 Tenants Share of Expenses Percentage
 Term
 Transfer
 5




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6




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EXHIBIT 2.1 TO LEASE  Premises (First Floor)




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EXHIBIT 2.2 TO LEASE  Premises (Mezzanine)




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EXHIBIT 1.2.3 TO LEASE  Commencement Date Memorandum
 Landlord Tenant Lease Premises Building
 1.
    
    The Commencement Date is
, 2009. The initial Term of the Lease
shall expire on
, 2012, unless the Lease is extended or sooner
terminated in accordance with the terms and conditions of the Lease.2.
    
    Tenant shall pay Basic Rent during the initial Term in accordance with the following
schedule:
 Months
    
    Total Annualized
    
    Total Monthly$
    579,797.24
    
    
    $
    48,316.44$
    596,850.10
    
    
    $
    49,737.51$
    615,453.22
    
    
    $
    51,287.77
 3.
    
    Subject to the conditions and limitations set forth in the Lease, Tenant must
exercise its right to the Extension Term, if at all, by notifying Landlord on or before
. Said Extension Term shall commence on
, and shall
terminate on .
  LANDLORD:
 
 
 TENANT:




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EXHIBIT 1.3 TO LEASE  Identification of Hallway Area




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EXHIBIT 4.3 TO LEASE  Building Rules




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EXHIBIT 17.1.1 TO THE LEASE  Description of Tenant Improvements




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EXHIBIT 17.2.A TO THE LEASE  Identification of Restricted Parking Area




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EXHIBIT 17.2.B TO THE LEASE  Identification of Tenants Designated Parking Area




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EXHIBIT 1.3 TO LEASE  Identification of Hallway Area




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EXHIBIT 2.1 TO LEASE  Premises (First Floor)




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EXHIBIT 2.2 TO LEASE  Premises (Mezzanine)




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EXHIBIT 17.1.1 TO THE LEASE  Description of Tenant Improvements




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AM RETAIL
7401 Boone Ave. North
Brooklyn Park, MN 55428
 Item
    
    
    Total Bid
    
    LL Cost
    
    Tenant CostPermit
    
    
    $
    3,522
    
    
    $
    2,113
    
    
    $
    1,409Supervision
    
    
    $
    14,300
    
    
    $
    8,580
    
    
    $
    5,720General Conditions
    
    
    $
    4,900
    
    
    $
    2,940
    
    
    $
    1,960Final Cleaning/Dumpsters
    
    
    $
    3,689
    
    
    $
    2,213
    
    
    $
    1,476Demolition
    
    
    $
    32,790
    
    
    
    
    
    
    $
    32,790Concrete
    
    
    $
    1,870
    
    
    $
    1,870Precast modification
    
    
    $
    2,680
    
    
    $
    2,680Structural Steel
    
    
    $
    5,500
    
    
    $
    5,500Rough Carpentry
    
    
    $
    1,625
    
    
    
    
    
    
    $
    1,625Millwork
    
    
    $
    10,210
    
    
    
    
    
    
    $
    10,210Hollow Metal Frames
    
    
    $
    2,111
    
    
    
    
    
    
    $
    2,111Wood Doors
    In aboveFinish Hardware
    In aboveGlass & Glazing
    
    
    $
    0
    
    
    $
    0Drywall
    
    
    $
    68,870
    
    
    $
    68,870Paint & VWC
    
    
    $
    6,550
    
    
    
    
    
    
    $
    6,550Carpet/Flooring
    
    
    $
    24,182
    
    
    
    
    
    
    $
    24,182Acoustical Ceiling
    
    
    $
    2,635
    
    
    
    
    
    
    $
    2,635Ceramic Tile
    Not IncludedBlind repair allowance
    
    
    $
    500
    
    
    
    
    
    
    $
    500Fire Extinguishers
    
    
    $
    350
    
    
    $
    350HVAC
    
    
    $
    23,144
    
    
    $
    23,144Plumbing
    
    
    $
    4,800
    
    
    $
    4,800Fire Protection
    
    
    $
    8,450
    
    
    $
    8,450Electrical
    
    
    $
    43,860
    
    
    $
    43,860Fire Life Safety
    Not IncludedSUBTOTAL
    
    
    $
    266,538
    
    
    $
    175,371
    
    
    $
    91,167CONTRACTOR FEE
    
    
    $
    13,327
    
    
    $
    7,996
    
    
    $
    5,331PROJECT TOTAL
    
    
    $
    279,865
    
    
    $
    183,367
    
    
    $
    96,498ALTERNATESRemove mastic by mechanical means.
    
    
    
    
    
    
    
    
    
    
    $
    10,993Patch existing walls after VWC removal.
    
    
    
    
    
    
    
    
    
    
    $
    5,000Provide ductwork to drop down over the dock doors.
    
    
    
    
    
    
    
    
    $
    6,983PROJECT TOTAL AFTER ALTERNATES
    
    
    
    
    
    
    $
    183,367
    
    
    $
    119,474




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EXHIBIT 17.2.A TO THE LEASE  Identification of Restricted Parking Area




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EXHIBIT 17.2.B TO THE LEASE  Identification of Tenants Designated Parking Area




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