Exhibit 10.3

                                      LEASE

                             ARTICLE 1. LEASE TERMS


1.1 LANDLORD AND TENANT.  This lease  ("Lease") is entered into this 28th day of
April,  1995 by and  between  CSM  INVESTORS,  INC.,  a  Minnesota  corporation,
("Landlord") and DYNAMARK, INC., a Minnesota corporation, ("Tenant").

1.2  PREMISES.  Landlord  hereby rents,  leases,  lets and demises to Tenant the
premises and building  ("Premises" and "Building")  illustrated on the site plan
attached  hereto as EXHIBIT A. The Premises and Building are located on the real
property legally  described on attached EXHIBIT B. The parties  acknowledge that
the Tenant is leasing the entire  Building,  and that the  Building and Premises
consist of approximately 33,000 square feet.

1.3  IMPROVEMENTS.  Landlord shall  construct the Building,  improvements to the
Premises,  and site improvements  pursuant to plans and specifications agreed to
by Landlord  and Tenant  pursuant  to Section  6.1 of this Lease.  Architectural
plans and specifications for the Building and the Premises, and a description of
the  improvements to be constructed  therein,  are attached hereto as EXHIBITS C
and D.

1.4 EXCESS LAND.  Landlord  and Tenant  acknowledge  and agree that  Landlord is
acquiring more property than is necessary for the development  and  construction
of the Building,  and that  development and construction of a second building on
the easterly  portion of the  property,  and site  improvements  related  solely
thereto,  will be subject to the terms and conditions set forth in Section 14.13
of this Lease.

1.5 LEASE TERM.  The term of this Lease  shall  commence  on  September  1, 1995
("Commencement  Date") and shall  terminate  one  hundred  twenty  (120)  months
thereafter on August 31, 2005, unless sooner terminated as hereinafter provided.
In the event that Tenant does not vacate the  Premises  upon the  expiration  or
termination  of this Lease,  Tenant  shall be a tenant at will for the  holdover
period and all of the terms and  provisions  of this Lease  shall be  applicable
during that period, except that Tenant shall pay Landlord as base rental for the
period of such holdover an amount equal to one and one-quarter  (1.25) times the
base rent which would have been payable by Tenant had the holdover period been a
part of the original term of this Lease,  together with all  additional  rent as
provided in this Lease. During any such holdover period, Tenant agrees to vacate
and  deliver  the  Premises to  Landlord  upon  Tenant's  receipt of notice from
Landlord to vacate.  The rental  payable  during the  holdover  period  shall be
payable to  Landlord  on  demand.  No holding  over by Tenant,  whether  with or
without the consent of Landlord, shall operate to extend the term of this Lease.

1.6      BASE RENT.

     A.  Initial Base Rent.  Months    Monthly Base Rent      Per Sq. Ft.
         -----------------   ------    -----------------      -----------



           Initial Term:     1-60      $23,375.00                 $8.50
           -------------
                             61-120    $24,750.00                 $9.00


<PAGE>


           Option Terms:     121-180   $27,500.00                $10.00
           -------------
                             181-240   $29,562.50                $10.75

     B.  Adjustment of Base Rent. The initial base rent set forth above has been
     computed at the per square foot rates set forth  above,  assuming  that the
     Premises consist of 33,000 square feet. The actual number of square feet in
     the Premises  shall be determined by Landlord from "As Built"  measurements
     of the Building and Premises,  and shall be  accomplished by measuring from
     the  exterior  face  of the  exterior  walls  of the  Building.  Once  such
     measurements  are  accomplished,  Landlord  and  Tenant  shall  execute  an
     addendum to lease to confirm the actual square  footage of the Premises and
     to  establish  the monthly base rent for the  Premises by  multiplying  the
     actual  square  footage of the Premises  times the per square foot rent set
     forth above.

1.7 PERMITTED USE: General office.

1.8 PRO-RATA SHARE:  One hundred and no/100 percent (100%) subject to adjustment
as provided in Section 2.2 hereof.

1.9  ADDRESSES.      LANDLORD'S ADDRESS:            TENANT'S ADDRESS:
                     -------------------            -----------------

                     CSM INVESTORS, INC.            DYNAMARK, INC.
                     2561 TERRITORIAL ROAD          4290 FERNWOOD STREET
                     ST. PAUL, MN 55114-1500        ST. PAUL, MN 55112
                     (612) 646-1717                 ATTN: JIM SCHOELLER
                                                    SENIOR VICE PRESIDENT

            ARTICLE 2. RENT, OPERATING EXPENSES AND SECURITY DEPOSIT

2.1 BASE RENT. Tenant agrees to pay monthly as base rent during the term of this
Lease the sum of money set forth in  Section  1.6 of this  Lease,  which  amount
shall be payable to Landlord at the address shown above. One monthly installment
shall be due and  payable  on or before  the first  day of each  calendar  month
succeeding the Commencement Date during the term of this Lease; provided, if the
Commencement Date should be a date other than the first day of a calendar month,
the monthly rental set forth above shall be prorated to the end of that calendar
month, and all succeeding installments of rent shall be payable on or before the
first day of each  succeeding  calendar  month  during  the term of this  Lease.
Tenant  shall pay,  as  additional  rent,  all other sums due under this  Lease.
Notwithstanding  anything in this Lease to the  contrary,  if Landlord,  for any
reason whatsoever (other than Tenant's  default),  cannot deliver  possession of
the Premises to the Tenant on the Commencement Date,  substantially complete and
ready for  Tenant's  occupancy,  this Lease shall not be void or  voidable,  nor
shall Landlord be liable for any loss or damage resulting  therefrom,  nor shall
the expiration of the term be extended,  but all rent and additional  rent shall
be abated until Landlord delivers possession;  provided that if the Premises are
not substantially complete and ready for Tenant's occupancy by the later of: (i)
September 1, 1995, or (ii) the date one hundred twenty (120) days after Landlord
secures a building  permit from the City of Arden Hills,  which  Landlord  shall

                                       2
<PAGE>

diligently  pursue,  (except by reason of force majeure or Tenant caused delays,
including failure to approve plans and  specifications for the Premises by April
12, 1995,  in which case such date shall be extended by the number of days equal
to the delays  caused by  Tenant),  Landlord  shall pay to  Tenant,  as a credit
against the first installments of rent and additional rent payable hereunder, an
amount  equal  to  $500.00  for each  day  thereafter  until  the  Premises  are
substantially  complete and ready for Tenant's  occupancy;  and provided that if
the Premises are not substantially  complete and ready for Tenant's occupancy on
or before  October 1, 1995 (except by reason of force  majeure or Tenant  caused
delays, in which case such date shall be extended by the number of days equal to
the delays caused by Tenant),  Tenant shall have the option, in its absolute and
unfettered  discretion,  to terminate  this Lease by written  notice to Landlord
given at any time prior to  substantial  completion  of the  Premises and Tenant
taking occupancy of the Premises. In the event Landlord,  despite due diligence,
is unable to secure a building permit by May 15, 1995,  Landlord shall so notify
Tenant,  and either  Landlord or Tenant may  thereafter  terminate this Lease by
written notice to the other, given on or before May 25, 1995.

2.2 OPERATING  EXPENSES.  Tenant shall also pay as additional  rent Tenant's pro
rata share of the operating expenses of Landlord for the Building.  Landlord may
invoice  Tenant  monthly for Tenant's pro rata share of the estimated  operating
expenses  for  each  calendar   year,   which  amount  shall  be  adjusted  from
time-to-time by Landlord based upon reasonably  anticipated  operating  expense.
Within six (6) months following the close of each calendar year,  Landlord shall
provide Tenant an accounting  showing in reasonable  detail the  computations of
additional rent due under this Section.  In the event the accounting  shows that
the  total  of the  monthly  payments  made by  Tenant  exceeds  the  amount  of
additional  rent due by Tenant  under  this  Section,  the  accounting  shall be
accompanied  by  evidence  of a credit  to  Tenant's  account.  In any event the
accounting  shows that the total of the monthly  payments made by Tenant is less
than the  amount  of  additional  rent due by Tenant  under  this  Section,  the
accounting  shall be accompanied by an invoice for the additional  rent. If this
Lease shall  terminate on a day other than the last day of a calendar  year, the
amount of any additional rent payable by Tenant  applicable to the year in which
the  termination  shall  occur shall be prorated on the ratio that the number of
days  from  the  commencement  of  the  calendar  year  to  and  including  such
termination  date bears to 365.  Tenant  agrees to pay any  additional  rent due
under this  Section  within ten (10) days  following  receipt of the  invoice or
accounting showing  additional rent due. Following  development and construction
of a second  building on the  property,  as described in  Subsection  1.4 above,
Tenant's  pro rata share set forth in Section 1.9 shall,  subject to  reasonable
adjustment  by  Landlord,  be equal to a percentage  based upon a fraction,  the
numerator  of which is the total area of the  Premises as set forth in Article 1
and the denominator of which shall be the net rentable area of both the Tenant's
Building and the second building, as the same may change from time to time.

2.3 DEFINITlON OF OPERATING EXPENSES. The term "operating expenses" includes all
expenses  incurred by Landlord with respect to the  maintenance and operation of
the Building, including, but not limited to, the following:  maintenance, repair
and replacement  costs;  electricity,  fuel, water,  sewer, gas and other common
Building  utility  charges;  equipment used for maintenance and operation of the
Building; operational expenses; exterior window washing and janitorial services;
trash and snow removal; landscaping and pest control; management fees, wages and
benefits  payable to employees of Landlord  whose duties are

                                       3
<PAGE>

directly  connected  with the operation  and  maintenance  of the Building;  all
services, supplies, repairs,  replacements or other expenses for maintaining and
operating  the  Building  or  project   including   parking  and  common  areas;
improvements  made to the Building which are required under any governmental law
or  regulation  that  was not  applicable  to the  Building  at the  time it was
constructed;  installation  of any device or other  equipment which improves the
operating  efficiency  of any system  within the  Premises  and there by reduces
operating  expense;  all other  expense  which  would  generally  be regarded as
operating, repair, replacement and maintenance expenses; all real property taxes
and installments of special assessments, including dues and assessments by means
of deed  restrictions  and/or  owners'  associations  which  accrue  against the
Building  during the term of this Lease and legal fees  incurred  in  connection
with actions to reduce the same, and all insurance premiums Landlord is required
to pay or deems necessary to pay, including fire and extended coverage, and rent
loss and public liability insurance, with respect to the Building.

Notwithstanding  the  foregoing,   operating  expenses  shall  not  include  any
expenditure  which must be capitalized  for federal income tax purposes,  except
that  operating  expenses  shall  include the  amortization  of any such capital
expenditures  (except capital expenditures for improvements made to the Building
without the  consent of Tenant,  or for  restoration  or repair of damage to the
Building  caused by  casualty)  on a  straight-line  basis  over the  reasonably
estimated  useful life,  at an  amortization  rate equal to the rate of Treasury
Securities of comparable term, plus two percent (2%).

Further, operating expenses shall not include:

         A.     Taxes payable by reason of any "minimum assessment":  or similar
                agreement  to the extent  exceeding  the taxes  which  otherwise
                would be  payable  with  respect  to the  property  of which the
                Premises are a part; or

         B.     Special  assessments levied or pending on the date of this Lease
                or levied for public improvements constructed in connection with
                the  initial  construction  of the  Building  or any  additional
                building; or

         C.     Expenses  of  contesting  taxes  or the  assessed  value  of the
                property  of which  the  Premises  are a part in  excess  of the
                savings achieved in such contest; or

         D.     Operating  expenses  including taxes and installments of special
                assessments,   insurance   premiums  and  maintenance   expenses
                attributable to the unimproved  portion of the property of which
                the Premises are a part after the earlier of: (i) the completion
                of  construction  of a second  building  thereon by Landlord and
                reduction of Tenant's  proportionate  share pursuant to the last
                sentence  of Section 2.2 above  (which  shall be  determined  by
                reference  to  assessors  worksheets,   insurance  carrier  rate
                calculations  and other available data); or (ii) the termination
                or  expiration  of the Holding  Period as  described  in Section
                14.13 hereof;

         E.     Management  fees  exceeding   fifteen  percent  (15%)  of  other
                operating expenses except taxes and special assessments; or

                                       4
<PAGE>

         F.     Expenses  incurred  by Landlord in  satisfying  its  obligations
                under Section 14.15 hereof.

2.4 INCREASE IN INSURANCE  PREMIUMS.  If an increase in any  insurance  premiums
paid by Landlord  for the  Building is caused by Tenant's use of the Premises or
if Tenant  vacates the  Premises and causes an increase in such  premiums,  then
Tenant shall pay as additional rent the amount of such increase to Landlord.

                          ARTICLE 3. OCCUPANCY AND USE

3.1 USE.  Tenant  warrants and represents to Landlord that the Premises shall be
used and occupied only for the purpose as set forth in Section 1.7. Tenant shall
occupy the  Premises,  conduct its business  and control its agents,  employees,
invitees  and  visitors  in such a manner as is lawful,  reputable  and will not
create a nuisance. Tenant shall not permit any operation which emits any odor or
matter which intrudes into other portions of the Building or otherwise interfere
with,  annoy or disturb any other lessee in its normal  business  operations  or
Landlord in its management of the Building. Tenant shall not permit any waste on
the Premises to be used in any way which would,  in the opinion of Landlord,  be
extra  hazardous  on account of fire or which  would,  in any way,  increase  or
render void the fire insurance on the Building.

3.2  SIGNS.  No sign of any type or  description  shall be  erected,  placed  or
painted in or about the Premises or Building which are visible from the exterior
of the Premises,  except those signs submitted to Landlord in writing, and which
signs are in conformance with Landlord's sign criteria,  if any, established for
the Building.

3.3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS.  Tenant,  at Tenant's sole cost
and  expense,  shall  comply  with  all  laws,  ordinances,  orders,  rules  and
regulations  of state,  federal,  municipal or other  agencies or bodies  having
jurisdiction over the use, condition or occupancy of the Premises, provided that
Tenant shall not be obligated to make any material capital improvements required
by such laws,  ordinances,  orders,  rules and regulations,  (nor shall Landlord
have  such  obligation).  For  purposes  of this  clause,  a  "material  capital
improvement"   shall  mean  any  capital   improvement   or  series  of  capital
improvements  within any calendar  year costing in excess of  $1,500.00.  Tenant
will comply with the reasonable rules and regulations of the Building adopted by
Landlord.  Landlord  shall  have the right at all times to change  and amend the
rules and  regulations in any reasonable  manner as may be deemed  advisable for
the safety, care,  cleanliness,  preservation of good order and operation or use
of the Building or the Premises.  All rules and regulations of the Building will
be sent by Landlord to Tenant in writing and shall thereafter be carried out and
observed by Tenant.

3.4  WARRANTY  OF  POSSESSION.  Landlord  warrants  that  it has the  right  and
authority to execute this Lease, and Tenant,  upon payment of the required rents
and subject to the terms, conditions, covenants and agreements contained in this
Lease,  shall have possession of the Premises during the full term of this Lease
as well as any extension or renewal  thereof.  Landlord shall not be responsible
for the acts or omissions of any other lessee or third party that may  interfere
with Tenant's use and enjoyment of the Premises.

                                       5
<PAGE>

3.5 RIGHT OF ACCESS.  Landlord or its  authorized  agents shall,  at any and all
reasonable  times  and  upon  reasonable  notice,  have the  right to enter  the
Premises to inspect the same,  to show the Premises to  prospective  purchasers,
lessees, mortgagees, insurers or other interested parties, and to alter, improve
or repair the  Premises  or any other  portion of the  Building.  Tenant  hereby
waives any claim for damages for injury or inconvenience to or interference with
Tenant's business,  any loss of occupancy or use of the Premises,  and any other
loss  occasioned  thereby,  except as may result from the  negligent  or willful
misconduct of Landlord. Tenant shall not change Landlord's lock system or in any
other manner prohibit  Landlord from entering the Premises.  Landlord shall have
the right to use any and all means  which  Landlord  may deem proper to open any
door in an emergency without liability therefor. Tenant shall permit Landlord to
erect, use, maintain and repair pipes,  cables,  conduits,  plumbing,  vents and
wires in, to and through the  Premises as often and to the extent that  Landlord
may now or hereafter  deem to be necessary  or  appropriate  for the proper use,
operation  and  maintenance  of the  Building;  provided  that Landlord does not
thereby  materially  interfere  with the use and  enjoyment  of the  Premises by
Tenant for general office purposes.

                     ARTICLE 4. UTILITIES AND ACTS OF OTHERS

4.1 BUILDING  SERVICES.  Tenant  shall pay when due,  all charges for  utilities
furnished to or for the use or benefit of Tenant or the  Premises.  Tenant shall
have no claim for rebate of rent on account of any interruption in service.

4.2 THEFT OR  BURGLARY.  Landlord  shall not be liable to Tenant  for  losses to
Tenant's  property  or  personal  injury  caused  by  criminal  acts or entry by
unauthorized persons into the Premises or the Building.

                       ARTICLE 5. REPAIRS AND MAINTENANCE

5.1. LANDLORD REPAIRS.  Landlord shall not be required to make any improvements,
replacements or repairs of any kind or character to the Premises or the Building
during the term of this Lease except as are set forth in this Section.  Landlord
shall  maintain  only the  roof,  foundation,  parking  and  common  areas,  the
structural  soundness  of  the  exterior  walls,  doors,  corridors,  and  other
structures  serving  the  Premises  in good  order and  repair,  provided,  that
Landlord's cost of  maintaining,  replacing and repairing the items set forth in
this Section are operating expenses subject to the additional rent provisions in
Section 2.2 and 2.3.  Landlord  shall correct any  deficiencies  in  maintenance
within thirty (30) days after written notice from Tenant; provided that for work
that  cannot be  completed  within  thirty (30) days,  Landlord  shall not be in
default  hereunder  if Landlord  commences  the work within such thirty (30) day
period and  diligently  proceeds to complete such work; and provided that in the
case of an  emergency,  Landlord  shall take action to correct  deficiencies  as
promptly  as  practicable.  Landlord  shall not be liable to  Tenant,  except as
expressly  provided in this Lease, for any damage or  inconvenience,  and Tenant
shall not be entitled to any  abatement  or  reduction  of rent by reason of any
repairs,  alterations or additions made; by Landlord under this Lease;  provided
that Landlord does not thereby  materially  interfere with the use and enjoyment
of the Premises by Tenant for general office purposes.

                                       6
<PAGE>

5.2 TENANT  REPAIRS.  Tenant  shall,  at all times  throughout  the term of this
Lease,  including  renewals and  extensions,  and 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,  provided  that Tenant  shall not be obligated to make any material
capital  improvements  required  by such  laws,  ordinances,  orders,  rules and
regulations,  (nor shall  Landlord have such  obligation).  For purposes of this
clause, a "material capital  improvement" shall mean any capital  improvement or
series of capital  improvements  within any calendar year,  costing in excess of
$1,500.00.  Tenant's obligations hereunder shall include, but not be limited to,
the  maintenance,   repair  and  replacement,  if  necessary,  of  all  heating,
ventilation,  air  conditioning,  lighting and plumbing  fixtures and equipment,
fixtures,  motors and  machinery,  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.  When used in
this provision,  the term "repairs" shall include  replacements or renewals when
necessary, and aft such repairs made by the Tenant shall be equal in quality and
class to the original work.  Notwithstanding the foregoing,  Tenant shall not be
responsible  for major  non-recurring  repairs  of or  replacements  to the HVAC
system,  except where caused by Tenant's failure to properly  utilize,  maintain
and secure said system; Tenant,  however, shall pay the amortization  (utilizing
the amortization  method for capital  expenditures  described in Section 2.3) of
the costs of such major  repairs or  replacements  performed  after the five (5)
year  anniversary  of the  Commencement  Date.  For purposes of this  paragraph,
"major repairs or replacement  of the HVAC system" shall mean  expenditures  for
major repairs to or replacement  of compressors or exchangers.  The Tenant shall
keep and  maintain  all  portions of the  Premises  and the  sidewalk  and areas
adjoining the same in a clean and orderly  condition,  free of  accumulation  of
dirt, rubbish, snow and ice. If Tenant fails, refuses or neglects to maintain or
repair the Premises as required in this Lease after notice shall have been given
Tenant,  in accordance  with this Lease,  Landlord 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  Tenant's  business  by reason
thereof,  and upon  completion  thereof,  Tenant shall pay to Landlord all costs
plus  fifteen  percent  (15%) for  overhead  incurred by Landlord in making such
repairs upon presentation to Tenant of bill therefor.

5.3 TENANT  DAMAGES.  Tenant  shall not allow any damage to be  committed on any
portion of the Premises or Building or common areas,  and at the  termination of
this lease, by lapse of time or otherwise,  Tenant shall deliver the Premises to
Landlord in as good condition as existed at the Commencement Date of this Lease,
ordinary wear and tear and damage by casualty excepted.  The cost and expense of
repairs  necessary to restore the  condition  of the Premises  shall be borne by
Tenant.

                     ARTICLE 6. ALTERATIONS AND IMPROVEMENTS

6.1  LANDLORD   IMPROVEMENTS.   Landlord  will  complete   construction  of  the
improvements  to the Premises in  accordance  with the  architectural  plans and
specifications attached hereto as EXHIBITS C and D. Any changes or modifications
to the said plans and  specifications  shall be  accomplished  by written change
order  executed by both  Landlord  and Tenant.  In the event the net cost of all
approved change orders (i.e., change orders which create savings will be applied
against  change orders which  increase  costs)  exceeds  $10,000.00,  the Tenant
shall: i) reimburse  Landlord in equal monthly  installments on the first day of
each

                                       7
<PAGE>

month  during the  initial  five (5) year term in an amount  necessary  to fully
amortize  such excess cost together with interest at a rate of nine and one-half
percent (9.5%); or ii) within ten (10) days after receipt of Landlord's invoice,
reimburse  Landlord  for such excess cost.  For the purposes of this  provision,
cost shall mean the sum Landlord is actually  required to pay its contractor for
any particular change order.

6.2  TENANT  IMPROVEMENTS.  Tenant  shall  not  make or  allow  to be  made  any
alterations or physical  additions in or to the Premises without first obtaining
the written consent of Landlord, which consent may not be unreasonably withheld.
Any  alterations,  physical  additions or  improvements  to the Premises made by
Tenant shall at once become the property of Landlord and shall be surrendered to
Landlord upon the termination of this Lease; provided,  however,  Landlord, as a
condition to its consent to any  proposed  alteration  or addition,  may require
Tenant to remove any physical  additions  and/or repair any alterations in order
to restore  the  Premises  to the  conditions  existing  at the time Tenant took
possession,  all costs of removal and/or alterations to be borne by Tenant. This
clause shall not apply to moveable equipment or furniture owned by Tenant, which
Tenant shall have the right to  mortgage,  and which may be removed by Tenant at
any time and from time to time.  Landlord  agrees to  cooperate  with  Tenant in
connection  with any  financing  Tenant  elects  to place on its  equipment  and
personal  property,  including  execution of such  certificates and documents as
Tenant's lender may reasonably request.

                        ARTICLE 7. CASUALTY AN INSURANCE

7.1 SUBSTANTIAL DESTRUCTION.  If all or a substantial portion of the Premises or
the Building should be totally  destroyed by fire or other  casualty,  or if the
Premises or the Building should be damaged so that rebuilding  cannot reasonably
be  completed  within one  hundred  fifty (150)  working  days after the date of
written  notification by Tenant to Landlord of the destruction,  or if insurance
proceeds are not made available to Landlord, or are inadequate, for restoration,
this Lease shall terminate at the option of Landlord or Tenant by written notice
within sixty (60) days  following the  occurrence,  and the rent shall be abated
for  the  unexpired  portion  of  the  Lease  effective  as of the  date  of the
occurrence.

7.2 PARTIAL DESTRUCTION.  If the Premises should be partially damaged by fire or
other casualty, and rebuilding or repairs can reasonably be completed within one
hundred fifty (150) working days from the date of written notification by Tenant
to  Landlord  of the  destruction,  and  insurance  proceeds  are  adequate  and
available  to Landlord  for  restoration,  this Lease shall not  terminate,  and
Landlord shall at its sole risk and expense proceed with reasonable diligence to
rebuild or repair the Building or other  improvements to substantially  the same
condition in which they existed  prior to the damage.  If the Premises are to be
rebuilt or  repaired  and are  untenantable  in whole or in part  following  the
damage,  the rent  payable  under  this  Lease  during  the period for which the
Premises are untenantable shall be adjusted to such an extent as may be fair and
reasonable  under the  circumstances.  Tenant shall not be obligated to pay rent
for any  portion  of the  Premises  which it does  not  actually  occupy  during
restoration, if such portion is not suitable for Tenant's business operations as
reasonably  determined by Tenant.  In the event that Landlord  fails to complete
the necessary  repairs or rebuilding within one hundred fifty (150) working days
from the date of written  notification by Tenant to Landlord of the destruction,
Tenant may at its option  terminate  this Lease by

                                       8
<PAGE>

delivering  written notice of  termination to Landlord, whereupon all rights and
obligations under this Lease shall cease to exist.

7.3 PROPERTY INSURANCE.  Landlord shall not be obligated in any way or manner to
insure any  personal  property  (including,  but not limited to, any  furniture,
machinery,  goods or  supplies)  of Tenant  upon or  within  the  Premises,  any
fixtures  installed  or paid for by Tenant upon or within the  Premises,  or any
improvements  which Tenant may construct on the Premises.  Tenant shall maintain
property  insurance on its personal property and shall also maintain plate glass
insurance.  Tenant shall have no right in or claim to the proceeds of any policy
of insurance  maintained by Landlord even if the cost of such insurance is borne
by Tenant as set forth in Article 2.

7.4 WAIVER OF SUBROGATION.  Anything in this Lease to the contrary withstanding,
Landlord and Tenant  hereby waive and release each other of and from any and all
right of recovery,  claim, action or cause of action,  against each other, their
agents,  officers  and  employees,  for any loss or damage that may occur to the
Premises,  the  improvements  of the  Building or personal  property  within the
Building,  by  reason  of fire,  other  casualty  insurable  under an "all  risk
insurance  policy",  or the elements,  regardless of cause or origin,  including
negligence  of  Landlord or Tenant and their  agents,  officers  and  employees.
Landlord  and  Tenant  agree  immediately  to give  their  respective  insurance
companies  which have issued  policies of insurance  covering all risk of direct
physical loss,  written  notice of the terms of the mutual waivers  contained in
this Section.

7.5 HOLD HARMLESS.  Landlord shall not be liable to Tenant's employees,  agents,
invitees, licensees or visitors, or to any other person, for an injury to person
or damage to property on or about the Premises  caused by any act or omission of
Tenant, its agents,  servants or employees, or of any other person entering upon
the Premises  under express or implied  invitation  by Tenant,  or caused by the
improvements  located on the  Premises  becoming  out of repair,  the failure or
cessation of any service  provided by Landlord  (including  security service and
devices),  or caused by leakage of gas,  oil,  water or steam or by  electricity
emanating from the Premises,  provided that Landlord  shall be  responsible  for
loss  resulting  from its  negligence or willful  misconduct or from  Landlord's
failure to perform  repairs  within the time  required  by Section  5.1  hereof.
Tenant  agrees to  indemnify  and hold  harmless  Landlord of and from any loss,
attorney's  fees,  expenses or claims  arising out of any such damage or injury,
for which Landlord is not liable pursuant to the foregoing provisions.

7.6 PUBLIC LIABILITY INSURANCE. Tenant shall during the term hereof keep in full
force  and  effect  at its  expense a policy  or  policies  of public  liability
insurance with respect to the Premises and the business of Tenant,  on terms and
with  companies  approved  in writing  by  Landlord,  in which  both  Tenant and
Landlord  shall be covered by being named as insured  parties  under  reasonable
limits of  liability  not less than  $1,000,000,  or such  greater  coverage  as
Landlord may reasonably  require,  combined  single limit coverage for injury or
death.  Such policy or policies  shall  provide  that thirty (30) days'  written
notice must be given to Landlord  prior to  cancellation  thereof.  Tenant shall
furnish  evidence  satisfactory  to  Landlord at the time this Lease is executed
that such coverage is in full force and effect.

                             ARTICLE 8. CONDEMNATION

                                       9
<PAGE>

8.1 SUBSTANTIAL  TAKING.  If all or a substantial part of the Premises are taken
for any public or  quasi-public  use under any  governmental  law,  ordinance or
regulation,  or by right of eminent  domain or by purchase in lieu thereof,  and
the taking would  prevent or materially  interfere  with the use of the Premises
for the purpose for which it is then being used,  this Lease shall terminate and
the rent shall be abated during the unexpired portion of this Lease effective on
the date physical possession is taken by the condemning authority.  Tenant shall
have no claim to the condemnation award or proceeds in lieu thereof, except that
Tenant shall be entitled to a separate award for the cost of removing and moving
its personal property.

8.2 PARTIAL TAKING.  If all or a substantial  part of the Premises are taken for
any  public or  quasi-public  use  under  any  governmental  law,  ordinance  or
regulation,  or by right of eminent  domain or by purchase in lieu thereof,  and
this Lease is not terminated as provided in Section 8.1 above,  the rent payable
under this Lease during the  unexpired  portion of the term shall be adjusted to
such an extent as may be fair and  reasonable  under the  circumstances.  Tenant
shall not be obligated to pay rent for any portion of the Premises which it does
not  actually  occupy  after such  taking,  if such  portion is not suitable for
Tenant's  business  operations  as reasonably  determined by Tenant,  and Tenant
shall have the option to  terminate  this  Lease by written  notice to  Landlord
given within sixty (60) days after possession is taken if the remaining  portion
of the Premises is not suitable for Tenant's  business  operation as  reasonably
determined by Tenant.  Tenant shall have no claim to the  condemnation  award or
proceeds in lieu  thereof,  except  that Tenant  shall be entitled to a separate
award for the cost of removing and moving its personal property.

                        ARTICLE 9. ASSIGNMENT OR SUBLEASE

9.1  LANDLORD  ASSIGNMENT.  Landlord  shall have the right to sell,  transfer or
assign,  in whole or in part, its rights and obligations under this Lease and in
the Building.  Any such sale,  transfer or  assignment  shall operate to release
Landlord from any and all liabilities under this Lease arising after the date of
such sale,  assignment  or transfer,  provided  that the  transferee or assignee
assumes such liabilities.

9.2 TENANT ASSIGNMENT. Tenant shall not assign, in whole or in part, this Lease,
or  allow  it to be  assigned,  in whole  or in  part,  by  operation  of law or
otherwise,  or mortgage or pledge the same, or sublet the Premises,  in whole or
in part, without the prior written consent of Landlord,  which consent shall not
be  unreasonably  withheld or delayed.  In no event shall any such assignment or
sublease ever release  Tenant or any guarantor  from any obligation or liability
hereunder.  Notwithstanding anything in this Lease to the contrary, in the event
of any assignment or sublease,  any option or right of first refusal  granted to
Tenant  shall not be  assignable  by Tenant to any  assignee  or  sublessee.  No
assignee or  sublessee  of the  Premises  or any  portion  thereof may assign or
sublet the Premises or any portion thereof.

9.3 CONDITIONS OF  ASSIGNMENT.  If Tenant desires to assign or sublet all or any
part of the Premises,  it shall so notify  Landlord at least thirty (30) days in
advance of the date on which Tenant desires to make such assignment or sublease.
Tenant shall provide Landlord with a copy of the proposed assignment or sublease
and such information as Landlord might request concerning the proposed sublessee
or assignee to allow  Landlord to make  informed  judgments

                                       10
<PAGE>

as to the financial condition,  reputation,  operations and general desirability
of the  proposed  sublessee or  assignee.  Within seven (7) business  days after
Landlord's receipt of Tenant's proposed  assignment or sublease and all required
information  concerning the proposed  sublease or assignee,  Landlord shall have
the following options: (1) consent to the proposed assignment or sublease,  and,
if the  rent  due and  payable  by any  assignee  or  sublessee  under  any such
permitted  assignment  or sublease (or a  combination  of the rent payable under
such  assignment  or sublease plus any bonus or any other  consideration  or any
payment  incident  thereto)  exceeds the rent payable  under this Lease for such
space, Tenant shall pay to Landlord one-half (1/2) of such excess rent and other
excess  consideration  within ten (10) days following receipt thereof by Tenant;
or (2) refuse,  subject to the  limitations  set forth in Section 9.2 above,  to
consent to the proposed assignment or sublease, which refusal shall be deemed to
have been  exercised  unless  Landlord  gives Tenant  written  notice  providing
otherwise.  Landlord shall, upon Tenant's  request,  provide the reasons for any
refusal.  Upon the occurrence of an event of default,  if all or any part of the
Premises  are then  assigned  or  sublet,  Landlord,  in  addition  to any other
remedies provided by this Lease or provided by law, may, at its option,  collect
directly  from the  assignee or  sublessee  all rents  becoming due to Tenant by
reason of the assignment or sublease.  Any collection  directly by Landlord from
the assignee or sublessee  shall not be construed to  constitute a novation or a
release  of  Tenant  or  any  guarantor  from  the  further  performance  of its
obligations under this Lease.

9.4 RIGHTS OF MORTGAGE. Tenant accepts this Lease subject and subordinate to any
recorded mortgage  presently existing or hereafter created upon the Building and
to all existing recorded restrictions,  covenants, easements and agreements with
respect to the Building.  Landlord is hereby  irrevocably vested with full power
and authority to  subordinate  Tenant's  interest  under this Lease to any first
mortgage lien hereafter placed on the Premises, and Tenant agrees upon demand to
execute additional instruments subordinating this Lease as Landlord may require.
If the interests of Landlord  under this Lease shall be transferred by reason of
foreclosure or other  proceedings  for enforcement of any first mortgage or deed
of trust on the  Premises,  Tenant shall be bound to the  transferee  (sometimes
called  the  "Purchaser")  at the  option of the  Purchaser,  under  the  terms,
covenants and  conditions  of this Lease for the balance of the term  remaining,
including any  extensions or renewals,  with the same force and effect as if the
Purchaser  were Landlord  under this Lease,  and, if requested by the Purchaser,
Tenant agrees to attorn to the Purchaser,  including the first  mortgagee  under
any such mortgage if it be the Purchaser,  as its Landlord.  Notwithstanding the
foregoing,  Tenant shall not be disturbed in its  possession  of the Premises so
long as Tenant is not in default hereunder.

9.5 TENANTS STATEMENT.  Tenant agrees to furnish,  from time to time, within ten
(10)  after  receipt of a request  from  Landlord  or  Landlord's  mortgagee,  a
statement certifying, if applicable,  the following:  Tenant is in possession of
the  Premises;  the  Premises  are  acceptable;  the Lease is in full  force and
effect; the Lease is unmodified; Tenant claims no present charge, lien, or claim
or offset  against  rent;  the rent is paid for the  current  month,  but is not
prepaid  for more than one month and will not be prepaid for more than one month
in advance;  there is no  existing  default by reason of some act or omission by
Landlord;  and such other matters as may be  reasonably  required by Landlord or
Landlord's  mortgagee;  or specifying  any  exceptions to such mattes.  Tenant's
failure to deliver  such  statement,  in addition to being a default  under this
Lease,  shall be deemed to  establish  conclusively  that this  Lease is in full
force and effect except

                                       11
<PAGE>

as  declared  by  Landlord,  that  Landlord  is  not  in  default  of any of its
obligations  under this Lease,  and that Landlord has not received more than one
month's rent in advance. Tenant agrees to furnish, from time to time, within ten
(10) days after receipt of a request from  Landlord,  the most recent  financial
statement of Tenant, certified as true and correct by Tenant.

   ARTICLE 10. LANDLORD'S LIEN AND SECURITY AGREEMENT (Intentionally omitted)

                        ARTICLE 11. DEFAULT AND REMEDIES

11.1 DEFAULT BY TENANT.  The  following  shall be deemed to be events of default
("Default")  by Tenant  under this Lease:  (1) Tenant shall fail to pay when due
any installment of rent or any other payment required pursuant to this Lease and
such failure shall  continue for a period of five (5) days after written  notice
to Tenant; (2) Tenant shall abandon any substantial portion of the Premises; (3)
Tenant shall fail to comply with any term,  provision or covenant of this Lease,
other than the payment of rent,  and the failure is not cured within thirty (30)
days after written  notice to Tenant;  (4) Tenant shall file a petition or if an
involuntary  petition is filed against Tenant, or becomes  insolvent,  under any
applicable federal or state bankruptcy or insolvency law or admit that it cannot
meet its  financial  obligations  as they  become  due; or a receiver or trustee
shall be  appointed  for all or  substantially  all of the assets of Tenant;  or
Tenant shall make a transfer in fraud of  creditors or shall make an  assignment
for the benefit of  creditors;  or (5) Tenant  shall do or permit to be done any
act which  results in a lien being filed  against the  Premises or the  Building
and/or project of which the Premises are a part; and Tenant shall not cause such
lien to be released or bonded off within thirty (30) days after  written  notice
to Tenant.

In the event that an order for  relief is  entered  in any case  under  Title 11
U.S.C. (the "Bankruptcy  Code") in which Tenant is the debtor and: (A) Tenant as
debtor-in-possession,  or any  trustee  who may be a  Jointed  in the case  (the
"Trustee") seeks to assume the lease, then Tenant, or Trustee if applicable,  in
addition to providing adequate assurance described in a applicable provisions of
the Bankruptcy Code,  shall provide  adequate  assurance to Landlord of Tenant's
future  performance  under the Lease by depositing  with Landlord a sum equal to
the lesser of twenty-five  percent (25%) of the rental and other charges due for
the balance of the Lease term or six (6) months' rent  ("Security"),  to be held
(without any allowance for interest thereon) to secure Tenant's obligation under
the Lease and (B) Tenant,  or Trustee if  applicable,  seeks to assign the Lease
after  assumption of the same,  then Tenant,  in addition to providing  adequate
assurance  described in applicable  provisions  of the  Bankruptcy  Code,  shall
provide  adequate  assurance  to  Landlord  of the  proposed  assignee's  future
performance  under  the Lease by  depositing  with  Landlord  a sum equal to the
Security  to be held  (without  any  allowance  or  interest  thereon) to secure
performance under the Lease.  Nothing contained herein expresses or implies,  or
shall be  construed  to  express  or  imply,  that  Landlord  is  consenting  to
assumption  and/or  assignment  of the Lease by Tenant,  and Landlord  expressly
reserves all of its rights to object to any assumption  and/or assignment of the
Lease. Neither Tenant nor any Trustee shall conduct or permit the conduct of any
"fire",  "bankruptcy",  "going out of  business"  or auction sale in or from the
Premises.

11.2 REMEDIES FOR TENANT'S DEFAULT.  Upon the occurrence of a Default as defined
above, Landlord may elect either (i) to cancel and terminate this Lease and this
Lease shall not

                                       12
<PAGE>

be treated  as an asset of  Tenant's  bankruptcy  estate,  or (ii) to  terminate
Tenant's right to possession  only without  canceling and  terminating  Tenant's
continued  liability under this Lease.  Notwithstanding  the fact that initially
Landlord  elects  under (ii) to terminate  Tenant's  right to  possession  only,
Landlord shall have the  continuing  right to cancel and terminate this Lease by
giving three (3) days' written  notice to Tenant of such further  election,  and
shall  have the right to  pursue  any  remedy  at law or in  equity  that may be
available to Landlord.

In the event of election  under (ii) to terminate  Tenant's  right to possession
only,  Landlord may, at Landlord's option,  enter the Premises and take and hold
possession thereof, without such entry into possession terminating this Lease or
releasing Tenant in whole or in part from Tenant's obligation to pay all amounts
hereunder for the full stated term.  Upon such reentry,  Landlord may remove all
persons and  property  from the  Premises  and such  property may be removed and
stored in a public  warehouse  or  elsewhere  at the cost and for the account of
Tenant,  without  becoming liable for any loss or damage which may be occasioned
thereby. Such reentry shall be conducted in the following manner: without resort
to judicial process or notice of any kind if Tenant has abandoned or voluntarily
surrendered  possession of the Premises;  and, otherwise,  by resort to judicial
process.  Upon and after entry into possession without termination of the Lease,
Landlord may, but is not obligated to, relet the Premises,  or any part thereof,
to any one other than the Tenant, for such time and upon such terms as Landlord,
in Landlord's sole discretion,  shall  determine.  Landlord may make alterations
and  repairs to the  Premises  to the extent  deemed by  Landlord  necessary  or
desirable to relet the Premises.

Upon such reentry, Tenant shall be liable to Landlord as follows:

A.     For all  reasonable  attorneys'  fees  incurred by Landlord in connection
       with exercising any remedy hereunder;

B.     For the unpaid installments of base rent, additional rent or other unpaid
       sums which were due prior to such  reentry,  including  interest and late
       payment fees, which sums shall be payable immediately.

C.     For the  installments  of base  rent,  additional  rent,  and other  sums
       falling due pursuant to the provisions of this Lease for the period after
       reentry during which the Premises  remain vacant,  including late payment
       charges  and  interest,  which sums  shall be payable as they  become due
       hereunder.

D.     For all expenses  incurred in releasing the Premises,  including  leasing
       commissions,  reasonable  attorneys'  fees,  and costs of  alteration  or
       repairs,  which  shall be  payable  by  Tenant  as they are  incurred  by
       Landlord; and

E.     While the Premises  are subject to any new lease or leases made  pursuant
       to this Section, for the amount by which the monthly installments payable
       under such new lease or leases is less than the monthly  installment  for
       all charges payable pursuant to this Lease,  which  deficiencies shall be
       payable monthly.

                                       13
<PAGE>

Notwithstanding  Landlord's  election to terminate  Tenant's right to possession
only, and notwithstanding any reletting without  termination,  Landlord,  at any
time  thereafter,  may elect to terminate this Lease, and to recover (in lieu of
the amounts which would thereafter be payable pursuant to the foregoing, but not
in diminution of the amounts payable as provided above before  termination),  as
damages for loss of bargain and not as a penalty,  an aggregate sum equal to the
present value of the amount by which the rental value of the portion of the term
unexpired  at the time of such  election  is less  than an  amount  equal to the
unpaid base rent and  additional  rent,  and all other  charges which would have
been  payable by Tenant  for the  unexpired  portion of the term of this  Lease,
which  deficiency  and all expenses  incident  thereto,  including  commissions,
attorneys' fees,  expenses of alterations and repairs,  shall be due to Landlord
as of the time Landlord exercises said election,  notwithstanding  that the term
had not expired. If Landlord,  after such reentry, leases the Premises, then the
rent  payable  under such new lease shall be  conclusive  evidence of the rental
value of the unexpired portion of the term of this Lease.

If this Lease shall be  terminated  by reason of  bankruptcy  or  insolvency  of
Tenant, Landlord shall be entitled to recover from Tenant or Tenant's estate, as
liquidated  damages  for  loss of  bargain  and  not as a  penalty,  the  amount
determined by the immediately preceding paragraph.

11.3  LANDLORD'S  RIGHT TO PERFORM FOR ACCOUNT OF TENANT.  If Tenant shall be in
Default  under this  Lease,  Landlord  may cure the  Default at any time for the
account and at the expense of Tenant. If Landlord cures a Default on the part of
Tenant,  Tenant shall reimburse  Landlord upon demand for any amount expended by
Landlord in connection with the cure, including, without limitation,  attorneys'
fees and interest.

11.4  INTEREST,  ATTORNEY'S  FEES AND LATE CHARGE.  In the event of a Default by
Tenant:  (1) if a monetary  default,  interest  shall  accrue on any sum due and
unpaid  at the rate of the  lesser  of  fifteen  percent  (15%) per annum or the
highest  rate  permitted  by law and,  if  Landlord  places  in the  hands of an
attorney the enforcement of all or any part of this Lease, the collection of any
rent due or to become due or recovery of the possession of the Premises,  Tenant
agrees to pay Landlord's costs of collection,  including  reasonable  attorney's
fees for the services of the  attorney,  whether suit is actually  filed or not.
Other  remedies for  nonpayment of rent  notwithstanding,  if the monthly rental
payment or any other  payment due from  Tenant to  Landlord  is not  received by
Landlord  on or before  the tenth  (10th) day of the month for which the rent is
due, a late  payment  charge of five  percent (5%) of such past due amount shall
become due and payable in addition to such amounts owed under this Lease.

11.5     ADDITIONAL REMEDIES, WAIVERS, ETC.

A.     The rights and remedies of Landlord set forth herein shall be in addition
       to any other  right and remedy now and  hereafter  provided  by law.  All
       rights and remedies  shall be cumulative and not exclusive of each other.
       Landlord may exercise its rights and remedies at any times, in any order,
       to any extend, and as often as Landlord deems advisable without regard to
       whether the  exercise of one right or remedy  precedes,  concurs  with or
       succeeds the exercise of another.

                                       14
<PAGE>

B.     A single or partial  exercise of a right or remedy  shall not  preclude a
       further exercise thereof, or the exercise of another right or remedy from
       time to time.

C.     No delay or omission by Landlord in  exercising  a right or remedy  shall
       exhaust or impair the same or  constitute a waiver of, or acquiesce to, a
       Default.

D.     No waiver of  Default  shall  extend to or affect  any other  Default  or
       impair any right or remedy with respect thereto.

E.     No action or inaction by Landlord shall constitute a waiver of Default.

F.     No waiver of a Default  shall be  effective  unless it is in writing  and
       signed by Landlord.

                 ARTICLE 12. RELOCATION (Intentionally omitted)

               ARTICLE 13. AMENDMENT AND LIMITATION OF WARRANTIES

13.1  ENTIRE  AGREEMENT.  IT  IS  EXPRESSLY  AGREED  BY  TENANT,  AS A  MATERIAL
CONSIDERATION  FOR THE  EXECUTION  OF THIS  LEASE,  THAT  THIS  LEASE,  WITH THE
SPECIFIC REFERENCES TO WRITTEN EXTRINSIC  DOCUMENTS,  IS THE ENTIRE AGREEMENT OF
THE  PARTIES;  AND  THAT  THERE  ARE,  AND  WERE,  NO  VERBAL   REPRESENTATIONS,
WARRANTIES,  UNDERSTANDINGS,  STIPULATIONS, AGREEMENTS OR PROMISES PERTAINING TO
THIS LEASE, EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE.

13.2  AMENDMENT.  THIS LEASE MAY NOT BE  ALTERED,  WAIVED,  AMENDED OR  EXTENDED
EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY LANDLORD AND TENANT.

13.3  LIMITATION OF WARRANTIES.  LANDLORD AND TENANT  EXPRESSLY AGREE THAT THERE
ARE AND SHALL BE NO IMPLIED WARRANTIES OR MERCHANTABILITY, HABITABILITY, FITNESS
FOR A  PARTICULAR  PURPOSE OR OF ANY OTHER KIND  ARISING OUT OF THIS LEASE,  AND
THERE ARE NO WARRANTIES  WHICH EXTEND  BEYOND THOSE  EXPRESSLY SET FORTH IN THIS
LEASE.

                            ARTICLE 14. MISCELLANEOUS

14.1  SUCCESSORS AND ASSIGNS.  This Lease shall be binding upon and inure to the
benefit  of  Landlord   and  Tenant  and  their   respective   heirs,   personal
representatives, successors and assigns. It is hereby covenanted and agreed that
should Landlord's  interest in the Premises cease to exist for any reason during
this  Lease,  then  notwithstanding  the  happening  of such  event  this  Lease
nevertheless  shall remain  unimpaired and in full force and effect,  and Tenant
hereunder agrees to attorn to the then owner of the Premises.

14.2 USE OR RENT TAX. If applicable in the  jurisdiction  where the Premises are
issued,  Tenant  shall pay and be liable for all rental,  sales and use taxes or
other similar taxes,  if any,  levied or imposed by any city,  state,  county or
other governmental body having authority, such

                                       15
<PAGE>

payments to be in addition to all other payments required to be paid to Landlord
under the terms of this Lease. Any such payment shall be paid  concurrently with
the payment of the rent,  additional  rent,  operating  expenses or other charge
upon which the tax is based as set forth above.

14.3 ACT OF GOD.  Landlord  shall not be  required  to perform  any  covenant or
obligation  in this  Lease,  or be liable in damages  to Tenant,  so long as the
performance or non-performance of the covenant or obligation is delayed,  caused
or prevented by an act of God, force majeure or by Tenant.

14.4 HEADINGS. The section headings appearing in this Lease are inserted only as
a matter of convenience  and in no way define,  limit,  construe or describe the
scope or intent of any Section.

14.5 NOTICE.  All rent and other payments required to be made by Tenant shall be
payable to  Landlord  at the address  set forth in Section  1.10.  All  payments
required to be made by  Landlord  to Tenant  shall be payable at the address set
forth in Section  1.10,  or at any other  address  within  the United  States as
Tenant may specify from time to time by written  notice.  Any notice or document
required or permitted to be delivered by the terms of this Lease shall be deemed
to be delivered  (whether or not actually  received) upon actual  delivery or 48
hours after deposit in the United States Mail, postage prepaid,  certified mail,
return receipt requested,  addressed to the parties at the respective  addresses
set forth in Section 1.10.

14.6 TENANT'S AUTHORITY. If Tenant executes this Lease as a corporation, each of
the persons  executing  this Lease on behalf of Tenant  does  hereby  personally
represent and warrant that each such person signing on behalf of the corporation
is authorized to do so.

14.7 HAZARDOUS SUBSTANCES.  Tenant, its agents or employees,  shall not bring or
permit to  remain  on the  Premises  or  Building  any  asbestos,  petroleum  or
petroleum  products,  explosives,  toxic  materials,  or  substances  defined as
hazardous  wastes,  hazardous  materials,  or  hazardous  substances  under  any
federal,  state, or local law or regulation ("Hazardous  Materials"),  except in
compliance with applicable  environmental and other laws.  Tenant's violation of
the  foregoing  prohibition  shall  constitute  a material  breach  and  default
hereunder and Tenant shall indemnify, hold harmless and defend Landlord from and
against  any  claims,  damages,  penalties,  liabilities,  and costs  (including
reasonable  attorney  fees and court  costs)  caused by or arising  out of (i) a
violation  of the  foregoing  prohibition  by Tenant or (ii) the presence of any
Hazardous  Materials on, under, or about the Premises or the Building during the
term of the Lease caused by or arising,  in whole or in part, out of the actions
of Tenant its agents or employees.  Tenant shall clean up, remove, remediate and
repair any soil or ground water  contamination and damage caused by the presence
and any release of any  Hazardous  Materials in, on, under or about the Premises
or the Building  during the term of the Lease caused by or arising,  in whole or
in part, out of the actions of Tenant,  its agents or employees,  in conformance
with the requirements of applicable law. Tenant shall  immediately give Landlord
written notice of any suspected  breach of this paragraph;  upon learning of the
presence of any  release of any  Hazardous  Materials,  and upon  receiving  any
notices from governmental  agencies  pertaining to Hazardous Materials which may
affect the Premises or the

                                       16
<PAGE>

Building.  The  obligations of Tenant  hereunder shall survive the expiration of
earlier termination, for any reason, of this Lease.

14.8 SEVERABILITY.  If any provision of this Lease or the application thereof to
any person or circumstances shall be invalid or unenforceable to any extent, the
remainder of this Lease and the  application of such provisions to other persons
or  circumstances  shall not be  affected  thereby  and shall be enforced to the
greatest extent permitted by law.

14.9 LANDLORD'S LIABILITY. If Landlord shall be in default under this Lease and,
if as a  consequence  of such  default,  Tenant shall  recover a money  judgment
against Landlord,  such judgment shall be satisfied only out of the right, title
and interest of Landlord in the Building,  as the same may then be encumbered or
by  offset  against  rents,  and  neither  Landlord  nor any  person  or  entity
comprising Landlord shall be liable for any deficiency. In no event shall Tenant
have the right to levy execution against any property of Landlord nor any person
or entity  comprising  Landlord  other  than the rents and its  interest  in the
Building as herein expressly provided.

14.10  BROKERAGE.  Landlord and Tenant each represents and warrants to the other
that there is no obligation to pay any brokerage fee,  commission,  finder's fee
or other similar  charge in connection  with this Lease,  other than fees due to
Phil Simonet of The Shelard Group which are the responsibility of Landlord. Each
party covenants that it will defend, indemnify and hold harmless the other party
from and  against  any loss or  liability  by reason  of  brokerage  or  similar
services alleged to have been rendered to, at the instance of, or agreed upon by
said  indemnifying  party.  Notwithstanding  anything  herein  to the  contrary,
Landlord and Tenant agree that there shall be no brokerage fee or commisions due
on expansions, options or renewals by Tenant.

14.11  MANAGEMENT  AGENT.  Landlord  hereby  notifies  Tenant  that  the  person
authorized to execute this Lease and manage the Premises is CSM  Corporation,  a
Minnesota  corporation,  which has been appointed to act as the agent in leasing
management  and  operation of the Building for owner and is authorized to accept
service of process and receive or give receipts for notices and demand on behalf
of Landlord.  Landlord reserved s the right to change the identity and status of
its duly authorized agent upon written notice to Tenant.

14.12 OPTION TO EXTEND TERM OF LEASE. Tenant shall have the option to extend the
term of this Lease for two (2) additional  five (5) year terms  ("Option  Term")
under the same terms and conditions contained herein, provided however, that the
base rent shall be adjusted  as set forth in Section  1.6 of this Lease.  Tenant
may exercise its Option Term by delivering  written notice to Landlord,  stating
its  irrevocable  intent to exercise the Option Term,  not less than one hundred
eighty  (180) days  prior to the  expiration  of the Lease Term or first  Option
Term.  In the event that Tenant fails to deliver  timely notice of its intent to
exercise the Option Term,  Tenant's  right to the Option Term shall be deemed as
null and void.  It shall be a condition  of the exercise of the Option Term that
Tenant not be in Default pursuant to Section 11 of this Lease Agreement.

14.13 EXCESS LAND.  Landlord and Tenant  acknowledge  and agree that Landlord is
acquiring more land than is necessary for the  development  and  construction of
the Building

                                       17
<PAGE>

covered by this Lease. The excess land consists of approximately  136,561 square
feet and is outlined in yellow on attached EXHIBIT A (Excess Land). Landlord and
Tenant agree, as follows, with respect to the Excess Land:

A.     Landlord will refrain from proceeding with development of the Excess Land
       for a period of four (4) years,  from and after the Commencement  Date of
       this Lease (the "Holding Period"). Tenant shall have the right to shorten
       the Holding  Period by written notice to Landlord given not less than one
       (1) year prior to the earlier termination of the Holding Period.

B.     In  consideration  thereof,  Tenant will reimburse  Landlord for all real
       estate taxes,  assessments and insurance costs attributable to the Excess
       Land from the  Commencement  Date of this Lease  until the earlier of the
       expiration of the said Holding Period or the date that development of the
       Excess Land is  completed.  These costs will be  reimbursed  by Tenant to
       Landlord,  monthly,  as a part of the operating expenses that Tenant pays
       Landlord pursuant to Section 2.2 hereof.

C.     Tenant will also reimburse  Landlord for the costs of carrying the Excess
       Land for the  remainder  of the  Holding  Period  after  the  first  year
       thereof.  For the purposes of this  provision,  carrying costs shall mean
       interest  on the costs  incurred  by  Landlord to acquire the Excess Land
       from and after the date  incurred.  Interest  shall be at a rate equal to
       the rate on Four Year Treasury Securities,  in effect on the Commencement
       Date of this  Lease,  plus  two  percent  (2%).  Tenant  shall  reimburse
       Landlord for carrying  costs,  as aforesaid,  in cash, upon expiration of
       said Holding Period, unless, prior to that time, Landlord and Tenant have
       entered  into a binding  lease  agreement  for  Tenant s  occupancy  of a
       building to be  constructed  on the Excess Land, in which case,  Tenant's
       obligation to reimburse  Landlord  shall be deemed waived and of no force
       and effect.

D.     Tenant may, at its option and upon written notice given not less than one
       hundred twenty (120) days prior to expiration of the said Holding Period,
       extend said Holding Period,  for an additional two (2) years.  Tenant may
       exercise said option only by providing written notice as aforesaid and by
       paying to Landlord  the full  reimbursement  due to Landlord  pursuant to
       Subsections B and C above.  In the event Tenant  exercises this option to
       extend,  the same terms and  conditions  as outlined  above shall  apply,
       except that Tenant shall be obligated to reimburse  Landlord for carrying
       costs for both years of the extended period.

E.     The rights herein conferred are personal to Tenant and may not be sold or
       assigned without Landlord's prior written consent.

F.     In the event that Tenant  defaults in the  performance of its obligations
       under this Lease and such default is not cured within the applicable cure
       period,  then Tenant's rights hereunder shall be deemed null and void and
       of no force and effect, but Tenant's obligation to reimburse Landlord for
       carrying  costs shall remain in force and effect until the earlier of the
       expiration  of  the  hold  period  or  Landlord's  commencement  of  site
       development.

                                       18
<PAGE>

14.14 SUBMISSION OF LEASE. Submission of this Lease to Tenant for signature does
not constitute a reservation  of space or an option to lease.  This Lease is not
effective until execution by and delivery to both Landlord and Tenant.

14.15  CONSTRUCTION  PROVISIONS.  All of the work to be  performed  by  Landlord
pursuant to Section 1.3 hereof shall be performed in  accordance  with the plans
and specifications approved by Tenant in accordance with Section 6.1 hereof in a
good and workmanlike manner,  utilizing new and first-grade materials;  shall be
in conformity  with all  applicable  federal,  state and local laws,  ordinances
regulations,  building  codes  and  fire  regulations;  shall  comply  with  all
insurance  requirements  of Landlord and Tenant;  and shall be free of any liens
for labor and materials.  Landlord shall use all reasonable  efforts to complete
such construction on or before the Commencement Date.

For the period  commencing as of the Commencement Date and ending on the day one
(l)  year  thereafter,  Landlord  will  correct  and/or  repair,  or cause to be
corrected  and/or  repaired,  any latent or non-obvious  defect,  malfunction or
failure  in or of  construction,  workmanship,  material  or  operation  of  the
Premises,  provided any such defect, malfunction or failure is not the result of
any work performed by Tenant or on Tenant's behalf, and is not caused by any act
or negligence of Tenant, its employees or contractors.  At the expiration of the
one (l) year  period,  Landlord  shall  assign  to  Tenant  all  guaranties  and
warranties made by any contractor,  subcontractor or materialmen with respect to
the  Premises and  thereafter  Tenant  shall have the right,  at its option,  to
enforce all such  guaranties  and  warranties in its name  directly  against the
warrantor.   Landlord   agrees  to  exercise   good  faith   efforts  to  obtain
contractor/subcontractor  warranties longer than one (1) year, to the extent the
same are available without additional cost.

As to items which  Tenant has  notified  Landlord  are  defective  and which are
covered by referenced  Landlord warranty,  Landlord shall proceed  expeditiously
and in good faith to complete and repair any such items. As a condition thereof,
Tenant shall allow  Landlord,  its employees or  contractors,  to enter upon the
Premises  to perform  any  remedial  work  required  to be  performed,  and will
cooperate with  Landlord,  its employees or  contractors,  so that such remedial
work can be  accomplished as quickly as is reasonable  under the  circumstances,
and with the least amount of interruption to the business of the Tenant.

Occupancy of the Premises by Tenant for conducting its business shall constitute
an  acknowledgment  by  Tenant,  and  shall be  presumptive  evidence,  that the
Premises  are in the  condition  called for by this Lease and that  Landlord has
performed all of the  construction  work it is obligated to perform  pursuant to
Section 1.3  hereof,  except for such items  which are not  completed  and as to
which Tenant shall have given notice to Landlord  within  thirty (30) days after
Tenant takes  possession of the Premises (the  "Punchlist"),  and subject to any
latent or non-obvious defects, malfunctions or failures covered by the foregoing
warranty by Landlord.  Landlord shall proceed expeditiously and in good faith to
complete and repair all items set forth on the Punchlist.

In the event of any  dispute  between  Landlord  and  Tenant as to  whether  the
Premises are  substantially  complete and ready for  occupancy by Tenant for the
conduct of  Tenant's  business,  or as to any other  claim by Tenant  based upon
Landlord's  warranties  and  construction  obligations  contained  herein,  such
dispute shall be resolved by  arbitration  in  accordance  with

                                       19
<PAGE>

the rules of the American  Arbitration  Association,  or in accordance with such
other procedures as shall be mutually approved by the parties. In no event shall
the Premises be deemed substantially  complete and ready for occupancy by Tenant
until a certificate of occupancy  (temporary or permanent)  (or, if certificates
of occupancy are not issued by the municipality,  an equivalent final inspection
report  authorizing  Tenant's occupancy and use of the property) has been issued
by the city in which the Premises are located. Landlord agrees to exercise every
reasonable effort to obtain a final certificate of occupancy as soon as possible
following completion of the Premises.

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

LANDLORD:                             TENANT:

CSM INVESTORS, INC.                   DYNAMARK, INC.

BY:                                   BY:  J.R. Schoeller
   ---------------------------           ----------------------------------

ITS:  Vice President                  ITS:  Senior Vice President
    --------------------------            ---------------------------------

                                               April 27, 1995



                                       20